P5 Creative Build – Terms and Conditions.

In these Terms and Conditions:

The ‘Company’ means Darren Blackwell Trading as P5 Creative Build, hereafter called “P5”.
The ‘Customer’ means the person, firm or corporate body who agrees to purchase contract work. ‘Contract’ means any contract between the Company and the Customer for the carrying out of Contract Work.
‘Contract Work’ means any or all of the work which the Company agrees to perform and/or the services which the Company agrees to provide including the provision of goods on hire or by sale in accordance with the relevant quotation, and also including labour to build and dismantle safely and storage.
‘Quotation’ means a quotation by the Company for the Contract Work.

1. Estimates and quotations. Any estimate or quotation is based on the information provided by the customer. The Company shall be entitled without notice to reasonable alter any specification or substitute similar goods of equivalent type and to supply these goods to keep the performance of the Contract.

2. Acceptance of order All orders are accepted by the Company solely on these terms and conditions, which override any terms and conditions stipulated, incorporated or referred to by the Customer. No variation or amendments will be accepted unless such variations or additions are agreed in writing.

3. Orders and Specifications

3.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
3.2 No variation, or addition to these conditions shall be effective unless in writing and signed by both the Company and the Customer.
3.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in the condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
3.4 Any typographical or clerical error or omission in any Quotation, price list, acceptance, invoice or other such document issued by the company shall be subject to correction without any liability on the part of the Company.
3.5 The Customer shall be responsible to the Company for ensuring the accuracy of all specifications, descriptions, drawings, designs, measures or other information in relation to Contract Work and/ or goods.
3.6a Any changes to specifications, descriptions, drawings, designs, measures or other information (different to the Contracted work) not submitted in sufficient time will be subject to additional late charges as outlined in the contract and on the sales acknowledgment form.
3.6b The Customer may not cancel a Contract unless the Company agrees in writing and then on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit, costs (including the cost of all labour and materials used), claims, actions, damages, charges, administration and expenses) incurred by the Company as a result of cancellation.
3.7 The Company shall have and retain property, copyright, design right and all other intellectual or industrial property rights in all know how, trade secrets, trademarks, service marks, drawings, designs, plans, models, specifications and/or estimates prepared by the Company. If the Customer uses or allows any third party to use any design or intellectual property rights of the Company provided as part of the Contract work other than as contemplated under the Contract, the Customer will, without prejudice to any other remedy available to the Company, pay the Company under the Contract plus VAT.
3.8 Where the Customer is to supply goods (‘Customer’s Property’) to the Company in the connection with the Contract work, the Company will not be liable to the Customer for any loss or damage to the Customer’s Property unless caused by the negligent act or omission of the Company. It is the responsibility of the Customer to ensure Customer’s property (if not supplied in conjunction with the Contract work) is taken from site before dismantle of Contract work as the Company will not be liable for any loss or damage to the Customer’s property.
3.9 If any part of Contract work is to be performed elsewhere than the Company’s premises, the Customer shall be responsible to the Company for insuring the place of performance of such Contract work and shall indemnify the Company against liability for any damage to the place of performance of such Contract work, however caused.

4. Sub – Contractors Any sub-contracting will be restricted; all responsibility for sub contract work will remain with the company.

5. Site work.

5.1 All site work will be carried out to the highest standard. All materials will meet required industry standards.
5.2 Health and Safety will have the highest priority in all aspects of construction. A full Health and Safety policy is available upon request.
5.3 Company Insurance details are available on request. All employees of the Company and sub-contractors employed by the Company have full cover of insurance.
5.4 A risk assessment and method statement will be undertaken by the Company for every Contract Work. A copy of the Method statement and Risk assessment will be forwarded on to the Customer and/or the organiser, as instructed by the Customer.

6. Prices
6.1 The Company will quote for the Contract work only after the Company has received full written specifications from, or on behalf of, the Customer.
6.2 The Customer must confirm they have the necessary authority to enter into any Contract on behalf of the Customer’s company or organisation and they will indemnify the Company against all losses and expenses which may be incurred if this is not the case
6.3 The Quotation shall be open for acceptance within either the period stated therein or, if none is stated, within 30 days of its date.
6.4 The Company reserves the right by giving notice to the customer at any time before completion of Contract to cancel the Contract and Quotation or Contract work to increase the price of the applicable Contract in the following circumstances:
6.4.1 Where additional work is performed at the Customer’s request; and/or
6.4.2 To reflect any increase in the cost to the Company which is due to any factor beyond the Companies control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, materials or other costs of performance) or any failure of the Customer to give the Company adequate information or instructions; and/or
6.4.3 Without prejudice to the generality of condition
6.4.2 above, to reflect any increase in the general index of retail prices compiled by the United Kingdom Department of Employment and published in the United Kingdom in the monthly digest of statistics by the Central Statistical Office or any index substantially replacing it.
6.5 Prices are exclusive of VAT and, where applicable, any additional or substitute taxes, levies, imposts, duties, fees or charges all of which shall be paid by the Customer.

7. Accounts & Terms of Payment

7.1 A credit account maybe opened at the discretion of the Company, subject to satisfactory credit references being obtained. Payment for goods and/or services supplied a credit account, unless otherwise stated in writing by the Company, shall become due and payable within 30 days. All goods remain the property of the Company until paid in full.
7.2 Payments are due by the date on the invoice and/or sales acknowledgment form, raised on the strength of a signed Contract and/or purchase order. No Contract work will be started until cleared funds are received by the Company, on or before this date. The company reserves the right to cancel a Contract if cleared funds have not been received by the deposit due date on the invoice and/or the sales acknowledgment form.
7.3 Payments received on the strength of the Contract and/ or Purchase order, will not be refunded under any circumstances. Any monies outstanding will result in a suspension of all services, whether related to the affected account or not. Any losses incurred through the suspension of an account, as above, are not the liability of the Company.
7.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled, at its option at any time thereafter to :
7.4.1 Terminate the relevant Contract and suspend further performance of the Contract work; and
7.4.2 Require the immediate return of any goods hired to the Customer; and
7.4.3 Require full payment, without deduction, of the total amount due and/or which would have become due under the relevant Contract out for termination.
7.5 Property in goods supplied by way of sale under a Contract shall not pass until payment by the Customer of all sums due, under the Contract, under which the goods were delivered; until property in such goods passes, the Customer shall hold them for the Company, shall store them separately from all other property of the Customer or any third party, marked so as to be clearly identifiable as belonging to the Company, shall keep them insured against all usual risks to their full invoice value and, if any of the events referred to in condition 12 occurs, the Customer shall place such Goods at the disposal of the Company and the Company shall be entitled to enter upon any premises of the Customer, or any other premises where such goods are kept, for the purpose of removing them.
7.6 If the Customer shall pay any account or any part of thereof by cheque and should such a cheque be subsequently dishonoured, the Company reserves the right to debit the Customer’s account with the Company with any charge levied by the Company’s bankers relating to the handling of such dishonoured cheque and the charge shall be immediately due and payable.

8. Ownership Notwithstanding that risk in the goods may have passed in accordance with these conditions, ownership of the stand shall not pass onto the Customer. Each stand is hired by the Customer; however individual parts of the stand and/or freestanding display units can be brought outright as per Contract outlines.

9. Liability

9.1 The Company shall not be liable for any defect in Contract of work arising directly or indirectly from compliance with any drawing, design, specification and/or order from the Customer.
9.2 Without prejudice to the terms of conditions 9.1 and 9.3, the Company will accept liability for any loss or damage sustained by the Customer as a direct breech of a Contract or of any liability of the Company (including negligence) in respect of the performance of a Contract provided that such liability shall be limited to payment of damages not exceeding the invoice value of the Contract.
9.3 Subject to the terms and conditions 9.5, the Company shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the Company’s contemplation).
9.3.1 Loss of profits, business or revenue whether sustained by the Customer or any other person; and/or
9.3.2 Special, indirect or consequential loss or damage, whether sustained by the Customer or any other person; and/or
9.3.3 Any loss arising from any claim made against the Customer by any other person.
9.4 The Customer shall indemnify the Company against all claims, actions, costs, expenses (including court costs and legal fees) or other liabilities whatsoever in respect of:
9.4.1 Any liability arising under the Consumer protection Act 1987, unless caused by the negligent act or omission of the Company in the manufacture and/or supply of goods; and/or
9.4.2 Any claim for breach of industrial and/or intellectual property rights arising out of compliance with any drawings, designs, specifications or order of the Customer; and/or
9.4.3 Any breach of contract or negligent or wilful act or omission of the Customer in relation to a Contract.
9.5 Nothing in these conditions excludes or limits the liability of the Company;
9.5.1 For death or injury caused by the Company’s negligence;
9.5.2 Under section 2(3) of the Consumers act 1987;
9.5.3 For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

10. Hired goods

10.1 Unless specifically provided by way of sale, all goods used or supplied by the Company in connection with Contract work shall be deemed to be on hire to the Customer.
10.2 The Customer shall indemnify the Company against the loss of and/or damage to hired goods unless caused by the negligent at or omission of the Company.
10.3 The Customer shall keep hired goods in his possession and/or under his control at all times and shall not remove them from the place where they were installed/delivered by the Company without the latter’s prior written consent.
10.4 Upon expiry of the period deemed hire, or upon the earlier termination of the relevant Contract, the Customer shall no longer be in possession of hired goods and the Company may at any time without notice retake possession of such hired goods and the Company shall be entitled to enter the premises of the Customer and/or any other place of performance of Contract work, for such purposes.

11. Force majeure

The Company shall be entitled, without liability on its part and without prejudice to its other rights, to terminate a Contract or any unfulfilled part thereof or, at its option, to suspend or give partial performance under it, if performance by the Company or by its suppliers is prevented, hindered, or delayed whether directly or indirectly by reason of any cause whatever beyond the Company’s or its suppliers’ reasonable control, whether such cause existed on the date when the Contract was made or not.

12. Insolvency

If the Customer, being an individual, or being a firm, if any partner in the Customer is there subject of a petition for a bankruptcy order or of an application for an interim order under part V111 of the Insolvency Act 1986, or if the Customer, being a company, compounds with its creditors or had a receiver or manager appointed in respect of all or of any part of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986, or enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or if the Company reasonably believes that any of the above events is about to occur, then the Company shall be entitled immediately, and at any time thereafter, to terminate forthwith any Contract or any unfulfilled part thereof.

13. General
13.1 No waiver by the Company of any breach of Contract by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.
13.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.3 Any dispute arising under or in connection with these Conditions or the work done by the Company shall be referred to arbitration by a single arbiter appointed by agreement or (in default) nominated on the application of either party.
13.4 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13.5 Failure or delay by the Company in enforcing or partially enforcing its rights under the Contract will not be construed as a waiver of any of its rights under the Contract.
13.6 The parties of this Contract do not intend that any term under this Contract shall be enforceable by virtue of the Contracts (Rights of Third parties) Act 1999 by any person that is not a party to it. 13.7 This Contract shall be governed by the Laws of England.