Peter Weeks Associates General Terms and conditions of Business for Hire or Sale

1. DEFINITIONS

In any contract to which these terms of business apply ("the Terms")

1.1 "the Company" means Peter Weeks trading as Peter Weeks Associates.

1.2 "the Client" means the company, firm, person or public authority who accepts a quotation of the Company or whose order is accepted by the Company for the sale or hire of goods, supply of designs, work or services.

1.3 "the Goods" means the goods and/or services, designs, written or recorded material and other intellectual property or any part thereof being the subject of any quotation or contract for the hire of goods or the sale of goods to which these Terms apply. The Goods shall at all times remain the property of the Company and form the basis for the contract for the hire of goods unless otherwise agreed in writing with the Client.

2. INCORPORATION OF TERMS

2.1 These Terms together with such further special conditions as may be prescribed in writing by the Company (if any) shall form the entire agreement between the Company and the Client and supersede any prior promises representations or undertakings whatsoever. In the event of any conflict between the special conditions and these Terms the special conditions shall prevail. Save as aforesaid no other express terms written or oral shall be incorporated into the contract.

2.2 No variation or promise not to enforce the obligations under this contract shall be effective unless it is in writing and signed by Peter Weeks.

2.3 All terms and conditions referred to by the Client or contained in any order or acceptance of quotation or otherwise brought to the notice of the company are hereby excluded unless otherwise specifically agreed in writing by Peter Weeks before delivery of the goods.

2.4 Quotations and/or estimates given by the Company are not offers capable of acceptance and all orders placed by the Client are subject to acceptance by the Company and a contract will only be formed when the Company has accepted the Clients order in writing.

3. PRICES

3.1 Unless otherwise stated all prices quoted are exclusive of VAT, carriage, accommodation and subsistence expenses.

3.2 Unless otherwise stated the price quoted is for delivery of the Goods to the Client's address or the address set out in the quotation. The Company reserves the right to make an additional charge to cover any extra costs involved in delivery to a different address.

3.3 If the Company agrees to expedite delivery the Company reserves the right to make an extra charge to cover any over time other additional costs incurred.

3.4 The Company reserves the right to increase the price for the Goods after acceptance of the Client's order to take account of any increase in the cost of labour, materials or any other matter beyond the Company's reasonable control.

3.5 The Company shall charge for all work carried out at the client's request whether experimental or otherwise.

3.6 If the Company incurs any costs (including insurance, storage charges or ongoing hire charges) as a result of the Client's neglect or default the Client shall pay those costs in addition to the contract price.

4. DELIVERY

4.1 Delivery of the Goods shall be deemed to have taken place:

4.1.1 if the goods are to be transported by the Company when the goods are physically to the Client's address or such place as the Client may reasonably nominate; or

4.1.2 if the Goods are not to be transported by the Company when notification has been given by the Company to the Client that the Goods are ready for collection;

4.1.2 if the Goods are transported by an independent carrier, when the goods are collected from the Company by such carrier.

4.2 Delivery dates for the Goods mentioned by the Company in any quotation, estimate or acceptance of order or other document are approximate only and deemed to take effect from and including the date on which the Company accepts in writing a written order from the Client or, if later, the date on which the Company receives from the Client all necessary information to enable the company to carry out the contract and time for delivery shall not be of the essence of the contact. The Company shall not be liable to the Client for any damages for any claim of whatsoever kind as result of loss suffered by the Client in consequence of late delivery, non-delivery, damage, short delivery or otherwise of the Goods.

4.3 The Client must send to the Company and the carrier precise details of any damage, delay or partial loss of the Goods in transit within 1 day commencing with the date of delivery. In the case of non delivery of the Goods the Client shall notify the Company within 1 day commencing with the agreed date of delivery of the Goods. The Company shall not be liable for any such damage, delay or loss unless notice has been given as aforesaid save where the Client proves that it was not possible to comply with the forgoing requirements and the claim was made as soon as was reasonably practicable.

5. PAYMENT TERMS

5.1 Payment of the full invoice price for the Goods (including VAT packing, carriage and the transport of personnel) (for the purpose of this term "the Price") shall be made in sterling unless otherwise stated by the Company.

5.2.1 The Client shall pay the Company 60% of the Price upon receipt from the Company of its written acceptance of the Client's order and in any event before the Company commences any work of whatever nature on behalf of the Client; and

5.2.2 The Client shall pay a further 20% of the price upon delivery of the Goods in accordance with term 4; and

5.2.3 The Client shall pay the balance of the Price within 21 days of delivery of the Goods in accordance with Term 4.

5.3 Payment shall not be withheld or differed on account of any claim, counter claim or set off.

5.4 In the event of non-payment of any monies by the due date the Company shall have the right (in addition to other remedies) to terminate any other contract with the Client and in the event of such termination the Client shall be liable to the Company for any expense, loss or damage suffered by the Company as a result. Notwithstanding the foregoing the Company has the right to demand payment on the full invoice price before commencing work under the contract and may at any time require that the Client's obligations hereunder be secured to the Companies satisfaction before commencing or competing work under the contract.

5.5 Payment of all monies outstanding shall become due immediately upon the happening of any of the events listed in Term 8.1.

5.6 If the Client fails to pay any instalment on the due date it becomes payable the whole of the balance of the Price outstanding shall become payable at once.

5.7 The Company reserves the right to charge interest at 5% per annum above the base rate from time to time of Barclays Bank Plc on all overdue accounts. Interest is deemed to accrue on a daily basis from and including the date for payment under Term 4.

6. RISK

6.1 Risk in the Goods shall pass to the Client forthwith upon delivery to the Client in accordance with Term 4.1 and the Client shall be liable to insure the same in the amount of the Price at which the Goods are sold to the Client against all risks and shall pay all sums due under this contract whether or not the Goods are lost, destroyed, damaged or stolen.

6.2 If the Goods are destroyed by an insured risk prior to the same being paid for the Client shall receive the proceeds of any such insurance as trustee for the Company.

6.3 All property supplied to the Company by the Client shall whilst in the possession of the Company or in transit to and from the Client be deemed to be at the Client's risk unless otherwise agreed and the Client acknowledges that it should maintain suitable insurance cover in respect of such risk.

7. PROPERTY

7.1.1 Notwithstanding risk in the Goods passing in accordance with Term 6.1 title to the Goods shall not pass to the Client where the goods form the basis of a hire agreement between the Company and the Client.

7.1.2 In all other cases notwithstanding that risk in the Goods has passed in accordance with Term 6.1 title to the Goods shall not pass to the Client until all sums due from the Client to the Company have been paid in full.

7.2 Without prejudice the generality of Term 7.1.2 title to the Goods supplied under this contract shall not pass to the Client until they have been paid for.

7.3 For so long as the Client remains in possession of the Goods whilst title thereto remains with the company.

7.3.1 the Client shall be bailee of the Goods for the Company, and

7.3.1 the Client shall store the goods separately from any other goods so they are identifiable as the property of the Company.

7.4 At any time after the Client is in default in payment on the due date of any sum due by the Client to the Company, or if the Client shall be adjudged bankrupt or suffer any execution to be levied to his property or, if, being a company , it suffers a receiver to be appointed of its undertaking or is placed in liquidation then, in any such event, the Company may forthwith enter upon the premises of the Client for the purpose of repossessing the Goods and the Client hereby grants the Company a licence for that purpose.

7.5 In the event of the Client incorporating the Goods with any other goods in a manufacturing process or otherwise altering the Goods in any way the product so produced shall be the product of the company until title to the Goods themselves would have passed to the Client under these Terms and Terms 7.1.1 7.1.2 and 7.2 hereof shall apply to such products as they are applied to the Goods.

7.6 If any other goods with which the goods are admixed or incorporated are the property of any third party then the product shall be treated as owned by the Company and the owner out those other goods as tenants in common in proportion (by value) in which the respective goods have been incorporated therein until title to the Goods themselves would otherwise have passed to the Client under these Terms.

7.7 If the Client shall resell the Goods or any product made there from then the Client shall hold proceeds from the sale thereof or any debit due to the Client representing the same (or so much as is attributable to the Company's interest under the Terms 7.1.1 7.1.2 and 7.2) upon trust for the Company until title of the Goods would otherwise have passed to the Client under these Terms. Pursuant to the said trust shall not permit such proceeds of sale to be mingled with its own moneys but shall pay the same into a separate trust account designated with the name of the company.

7.8 An debit due to the Client which is subject to the trust referred to in Term 7.7 (or so much thereof as aforesaid , as the case may be) shall upon demand be assigned to the Client to the Company together with all such other rights (if any) as the Client may have against debtor for the recovery of the same.

8. BREACH OF AGREEMENT

8.1 If the Client ;

8.1.1 being a company has a petition presented for its winding up or administration passes a resolution for voluntary winding up (other than for purposes of bona fide amalgamation or reconstruction) or compounds with its creditors or has a recover appointed of all or any of its assets; or being an individual, becomes bankrupt or insolvent, or

8.1.2 in either case ceases to pay its debits in the ordinary course of business, enters into any arrangement with its creditors or commits a serious breach of this contract (and in the of such breach being remediable fails to remedy it within seven days of receiving notice to do so) the Company may treat the contract as terminated.

8.2 In the event of the happening of an of the events set out in Term 8.1 the company shall have general lien on all goods and property in its possession for any moneys owing by the Client to the Company and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property in such manner and at such price as the Company thinks fit to apply the proceeding of all such outstanding sums.

9. LIABILITY

9.1 The Company may submit drawings, proofs of any art works or origination or any other data whatsoever the Client for his approval and the Company shall not be liable or any errors not corrected by the Client in such drawings, proofs or data. The Company reserves the right to make an additional charge for any alterations to the drawings, proofs or other data other than corrections made by the client and for any consequential further drawings, proofs or other data when the design, style, or type of layout has been left to the Company's discretion and the Client wishes to see changes made thereto and in particular (without prejudice to the generality of the foregoing) the Company reserves the right to make an additional charge to cover the cost of any proof, rough edit, mock up display set or other model produced for the client.

9.2 The Company shall in no circumstances whatsoever be liable for injury, loss (whether indirect or consequential), expense, damage, delay or loss of profits suffered or incurred by the Client or for any liability to third parties of whatever nature suffered or incurred by the Client arising out of or connected with or caused by any breach of contract, negligence, breach of statutory duty, omission or default save insofar as death or person injury to the Client or anyone else has been caused by the negligence of the Company.

9.3 The Client acknowledges that it should maintain suitable insurance cover in respect of such risks.

9.4 Any liability to which the Company might otherwise become subject shall be limited to the price paid by the Client for such goods as give rise to the claim.

9.5 The Client shall indemnify the Company all claims, demands, actions, proceedings and liability of whatever nature brought by any third party against the Company which arise in respect of or are connected with the Goods or out of their manufacture or use.

9.6 The Company shall not produce any matter which in its opinion is or may be of an offensive nature or any infringement of the propriety or any other rights of any third party and the Client shall indemnify the Company against all liability (including costs and expenses) arising out of the Company's breach of contract, liability in tort or infringement of copyright, patent, design or an other proprietary, intellectual or personal rights contained in any of the Goods prepared for the Client. This indemnity shall extent to any sums paid by the Company in settlement of a claim on a basis of professional advice.

9.7 Subject to other provisions this Term 9 if any of the Goods prove to be defective, the liability of the Company shall, for all purposes, be limited to the cost of making good t he defects, or at the Company's discretion, replacement of the Goods. The Company will only consider crediting in part or in full cases where it has been given a proper opportunity to make good any defects or replace the Goods and only where liability has been accepted by the Company.

10. CANCELLATION

10.1 The Client is not permitted to cancel the contract with the Company except with the written consent of Peter Weeks.

10.2 Where there is an agreed cancellation as permitted in Term 10 above the Client shall pay the Company 20% of the contract price (in addition to any monies paid or due at the time of cancellation) representing liquidated damages to Compensate the Company against all losses incurred as a result of the cancellation. If cancellation occurs within 14 days of the of the completion date of the contract the client will pay the full Price for that contract.

11. FORCE MAJEURE

The Company shall be under no liability to the Client in the event that the Company's performance of the contract is affected wholly or partly by any restriction imposed by a government or other competent authority, strike, lock out, or other action taken by employees in contemplation of furtherance of a dispute, or failure in the Company's anticipated supplies or materials by any other cause whatsoever which is beyond the Company's reasonable control.

12. CONSUMER PROTECTION

Where the Company incurs any liability, whether by court proceedings or bona fide out of court settlement, as a result of a claim against the Company under the Consumer Protection Act 1987 in respect of an alleged deficit in Goods supplied by the Company to the Client the Client shall indemnify the Company against that liability.

13. NOTICES

Any notices to be given hereunder shall be in writing and shall be server by being sent recorded delivery prepaid first class post or by facsimile to the last known address or registered office of the person, firm company or public authority to whom it is addressed and in the case of posting will be deemed to have been received 24 hours after the date of posting thereof.

14. WAIVER

Any failure of the Company to enforce any of its rights under this contract shall no be taken as a waiver of the Company's rights hereunder.

15. MATERIALS

15.1 The Company may reject and decline to use any materials whatsoever supplied or specified by the Client which appear to be unsuitable. The Company reserve the right to charge for any additional cost incurred if during production such materials are found o be unsuitable or if additional work has to be carried out because the copy supplied is not clear and legible

15.2 Where the client supplies or specifies the materials to be used by the Company in the production of the Goods the Company will take every care to secure the best results but accepts no responsibility for imperfections in the Goods caused by defects in or unsuitability of such materials.

15.3 Where materials are supplied by the Client they shall be of adequate quantity to cover normal spoilage.

15.4 Where the Client specifies the materials top be used by the Company in the production of the Goods an for whatever reason such materials are not readily available to the Company (or in the Company's opinion it would not be economical to use them) then the Company shall be entitled to substitute other suitable materials and the use of alternative materials shall not give the Client any right to reject the Goods or claim damages and the Client is to pay for the Goods delivered at the contract price.

16. VARIATIONS IN QUANTITIES

The Company shall make every effort to deliver the quantity of the Goods ordered by the Client deviations in quantity of the Goods delivered which represents not more than 10% of the value of the Goods ordered by the Client do not give the Client any right to reject the Goods or claim damages and the Client is to pay for the Goods delivered at the contract rate.

17. ASSIGNMENT

The Company may assign all or any of its rights hereunder with out notice to the Client and the Client shall not assert against any assignee defence, set off or counterclaim which the Client may have against the Company hereunder. The Client shall not be entitled to assign its rights or obligations hereunder.

18. ORIGINALS

18.1 Ownership and copyright in any designs, drawings, models, sketches, proofs, layouts, lettering, illustrations, artwork, films , recordings, scripts, story boards, photographs or any other material of a similar nature commissioned by the Company or any other data whatsoever in relation to the Goods shall belong to the Company or any third party who produced such matters or things on behalf of the Company (and retained the ownership and copyright therein) whether or not a charge is made to the Client therefore unless and until the Company or such third party as aforesaid assigns either the ownership or the copyright to the Client. So far as the Company can grant the same the Client shall have a non-exclusive licence to use any such copyright material for the purpose for which it was prepared but not further or otherwise.

18.2 Tools, moulds, dyes, printing plates, screens, negatives, recordings, scripts, stocks, engravings and any other items of a similar nature provided by the Company shall remain the Company's property whether or not a charge is made to the Client therefore If the Client contributes towards the initial cost of any such items they will be stored at the Companies expense for 6 months from the date of most recent use. Any alterations made to such materials at the Client's request will be at the Client's expense and risk.

18.3 All Goods produced for the Client will not be stored by the Company in anticipation of future usage by the Client unless a prior arrangement is made with the Client. The storage of all Goods on behalf of the Client will incur a storage charge made to the Client.

19 THE SITE

19.1 The Client shall ensure that the site for the erection, maintenance or dismantling of the Goods is cleared and ready for work and that the site or building is of adequate construction and otherwise suitable and safe to carry the Goods supplied and the Client shall indemnify and keep indemnified the Company in respect of any claim, loss, cost or damage howsoever arising which the Company may suffer or incur because of the Clients failure to carry out its obligations under this Term. In addition the Client shall effect and keep in force at all material times a policy or policies of insurance for adequate sums in respect of it's liability to the Company and to third parties in the event of it'd failure to carry out it's obligations under this Term.

19.2.1 The Client shall at all times comply with and notify the Company in writing when placing an order of any statutes (including without limitation any statutory extension or modification or re-enactment of such statute and any order, instrument, plan, regulation, permission or direction made or issued there under or deriving validity there from) rules, regulations or specifications of any authority (or otherwise) for the time being in force and applicable to the Goods.

19.2.2 The Client shall be responsible for obtaining all necessary consents to the performance of the contract of all relevant authorities and persons.

19.2.3 The Client shall indemnify and keep indemnified the Company against any failure to obtain such consent and any breach of such statutes (including without limitation as aforesaid) rules, regulations or specifications whether or not so notified.

19.3 Where the company is responsible for the installation erection or operation of the Goods or other materials supplied by the Client or other third party at the Client request the Company shall exercise all proper care and ensure that the Goods or other materials are safely and securely erected and shall comply with all relevant Health and Safety legislation for the time being in force and/or any requirement notified under Terms 19.21 19.2.2 and 19.2.3.

20 Damage Waiver Insurance

20.1 Unless prior to the period of Hire the Company has received from the Clients insurers a declaration in a form acceptable to the Company that the Client has arranged insurances covering all equipment hired to the Client by the Company to the satisfaction of the Company or if at any time the Company receives notification of the lapsing or variation of the Client=s said insurance or fails to receive prompt and sufficient confirmation that such insurance remains in effect then the Company shall be entitled (but not obliged) to arrange immediate insurance of all the equipment hired to the Client by the Company for its full replacement value against all damage or loss or otherwise. If the company has not received the said declaration or if it receives notification of lapsing or variation of the insurance or fails to receive the prompt and sufficient confirmation as to the insurance remaining in effect as referred to above then in addition to all other sums payable by the Client to the Company there shall also be due and payable by the Client to the Company an additional sum of 14% of the total hire cost provided that if the Client has prior to the commencement of the period of hire agreed with the Company not to take or permit to be taken the equipment the subject of the hire agreement out side of Western Europe such said percentage shall be reduced to 12%.

20.2. When the additional sum of 14%has been paid to the Company by the Client as a damage waiver protection premium covering the equipment hired to the Client by the Company only, the Company shall waive any charges for the repair or replacement of any component parts that have failed or been damaged during normal use of the equipment excluding the first ,250.00 of each claim made. Damage caused wilfully by misuse or neglect, as specified by the Company, will not be covered by this premium and will be charged to the Client accordingly

21. GENERAL

20.1 Under this control all terms and sub-terms and all parts thereof shall be severable. In the event that any one or more of such terms or sub-terms or any parts thereof shall be invalid, illegal or unenforceable in any respect under any relevant law the validity, legality and enforceability of the remaining terms and sub-terms and parts thereof shall not in any way be affected or impaired.

20.1 Breach by the Client of any of its obligations shall entitle the Company to treat the contract as repudiated.

22. APPLICABLE LAW

All contracts shall be subject to English Law and to the exclusive jurisdiction of the English courts.

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