MAYRIDGE LIMITED
TERMS AND CONDITIONS OF BUSINESS
The Client’s attention is drawn in particular to the provisions of condition 12.
1. Interpretation
1.1 Definitions
In these Conditions, the following definitions apply:
“Business Day”
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Client”
the person or firm whose order for Goods and/or Services is accepted by Mayridge.
“Client IP”
existing Intellectual Property in any business name, logo, trade mark and/or corporate identity belonging to the Client.
“Confidential Information”
in relation to each party, information that would be regarded as confidential by a reasonable business person relating to the business activities, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know how, designs, trade secrets, strategies, concepts, methodologies, process, formulae, products, programmes, source code and other matters for the time being in the possession and/or control of the other party from time to time.
“Conditions”
the terms and conditions set out in this document as amended from time to time in accordance with condition 15.6.
“Contract”
the contract between Mayridge and the Client for the sale and/or hire of Goods and/or the provision of the Services.
“Delivery Location”
has the meaning given in condition 7.1.
“Force Majeure Event”
has the meaning given in condition 14.
“Goods”
Materials and/or Products set out in the Order.
“Intellectual Property Rights”
all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Liability”
liability for any and/or damages, claims (whether actual or threatened), proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.
“Materials”
materials produced by Mayridge for the Client, whether for use in the provision of Services and/or as the basis for the Products, including, without limitation, designs, hand rendered visuals or visual works (whether in an electronic or other form), or other media as the context may require.
“Mayridge”
Mayridge Limited (registered in England and Wales with company number 06385428).
“Mayridge Group”
any subsidiary or holding company of Mayridge or any subsidiary of any such holding company.
“Mayridge IP”
any and all Intellectual Property in the Products, Materials and/or arising from the Services whether or not developed and/or produced for and on behalf of the Client, excluding Client IP.
“Order”
the Client’s order for the Goods and/or Services, as evidenced by the Client’s written acceptance of the Statement of Work.
“Products”
any exhibition stand and/or any specialist graphics or other goods ordered from Mayridge by the Client to be hired and/or sold by Mayridge to the Client as more clearly specified in the Statement of Work.
“Services”
the Services and/or work to be performed by Mayridge for the Client detailed in the Statement of Work including but not limited to exhibition/event and/or project management and construction, design work, specialist graphics production and/or the manufacture, sale and/or hire of the Products and/or Materials.
“Statement of Work”
the agreed statement incorporating these Conditions and detailing the Goods to be sold and/or hired and/or the Services to be provided by Mayridge to the Client as set out in Mayridge’s quotation and any alterations or additions to such Statement of Work agreed in writing by the parties from time to time.
1.2 Construction
In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Client to purchase the Goods and/or Services in accordance with these Conditions. The Client shall be responsible for ensuring that the terms of the Order and any relevant Statement of Work are complete and accurate and for giving Mayridge any information necessary for Mayridge to supply the Goods and/or perform the Services, save and to the extent that the Client is entitled to expect Mayridge, in the exercise of its duty to perform the Services with reasonable care and skill, to query any errors or omissions.
2.3 The Order shall only be deemed to be accepted when Mayridge countersigns the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Mayridge which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by Mayridge and any specifications, price lists, descriptions or illustrations contained in Mayridge’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or any other contract between Mayridge and the Client for the sale and/or hire of the Goods and/or the provision of the Services.
2.5 A quotation given by Mayridge shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue and may be withdrawn by Mayridge at any time during this period by oral or written notice.
2.6 These Conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Client.
3. Samples
3.1 Where Mayridge has produced any samples, concepts, development work and/or test work in relation to the Goods and/or Services for the Client, the Client shall be offered a reasonable opportunity to check and approve such samples at the appropriate point in production. Any such approval or non-approval shall be communicated by the Client to Mayridge within the timescale requested by Mayridge, together with details of all changes required to be made (if any).
3.2 The production of any samples, concepts, development work and/or test work in relation to the Goods and/or Services for the Client shall be at Mayridge’s cost and expense and they shall remain Mayridge’s property. The Client shall not use such samples without Mayridge’s prior written consent and any Confidential Information which is revealed by Mayridge to the Client shall be protected by the provisions of condition 13 below.
3.3 The Client shall have no claim in respect in respect of, nor any right to reject, any Goods and/or Services provided the Goods and/or the Services are of the same description, specification, quality and fitness for purpose as any sample and/or test work provided by Mayridge to the Client.
3.4 The Company shall have no Liability in respect of any error or failure by the Client in:
3.4.1 checking any sample Goods and/or Services when requested by Mayridge to do so; and/or
3.4.2 notifying alterations or amendments to Mayridge at the appropriate time.
3.5 Any samples retained by Mayridge after completion of a Contract will be stored for three months if not collected and/or paid for by the Client and may, after that time, be disposed of or destroyed by Mayridge at its sole discretion without Liability to the Client.
4. Postponement
4.1 Mayridge will use its reasonable endeavours to comply with reasonable requests by the Client for postponement of delivery of the Goods and/or performance of the Services but shall be under no obligation to do so.
4.2 Where delivery of the Goods and/or performance of the Services is postponed at the Client’s request, the Client shall pay all costs and expenses incurred by Mayridge as a result including, without limitation, reasonable charges for storage, transportation and insurance and any non-refundable expenses incurred by Mayridge with regard to any third party and the Client shall pay for the Goods and/or the Services as if delivery and/or performance had not been postponed.
5. Cancellation
If the Client purports to cancel the Contract and/or refuses to accept delivery of ordered Goods and/or performance of Services, the Client will indemnify and keep indemnified Mayridge against any liabilities suffered by Mayridge as a result of such cancellation and shall pay to Mayridge on a quantum merit basis for that part of the Services performed and Goods manufactured up to and including the date of termination. Mayridge may invoice the Client accordingly and such monies shall be immediately due for payment. This indemnity shall not include third party costs that have not yet been incurred and which can be cancelled by Mayridge without penalty and/or the price of Goods which can in Mayridge’s reasonable opinion be re-used by Mayridge for another client in a reasonable timescale.
6. Access
The Client will allow and/or procure sufficient access to the location where the Services are to be performed for Mayridge’s employees, sub-contractors and/or agents to allow them to carry out the Services. The Client will also allow and/or procure sufficient unloading space, facilities, equipment and access to power supplies at such location to allow the Goods to be delivered and the Services to be carried out efficiently.
7. Delivery
7.1 Mayridge shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) and/or the Services shall be performed on the date specified in the Order or such other date as may be agreed between the parties from time to time.
7.2 Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct contract and failure by Mayridge to deliver, or any claim by the Client in respect of, any stage shall not entitle the Client to repudiate and/or terminate the Contract as a whole.
7.3 Delivery of the Goods shall be completed upon the Goods’ arrival at the Delivery Location.
7.4 The Client shall procure that during normal working hours Mayridge has free right of access to the Delivery Location for the purpose of delivering Goods. Mayridge shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Client’s failure to provide Mayridge with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.5 If Mayridge fails to deliver the Goods and/or perform the Services in a timely manner, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods and/or services of similar description and quality in the cheapest market available, less the price of the Goods and/or Services. Mayridge shall have no liability for any failure to deliver the Goods and/or perform the Services to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide Mayridge with adequate delivery instructions or access or any other instructions that are relevant to the supply of the Goods and/or performance of the Services.
7.6 If the Client fails to accept delivery of the Goods within 3 Business Days of Mayridge notifying the Client that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Mayridge’s failure to comply with its obligations under the Contract:
7.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Mayridge notified the Client that the Goods were ready; and
7.6.2 Mayridge shall store the Goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance).
7.7 If 10 Business Days after Mayridge has notified the Client that the Goods were ready for delivery the Client has not accepted delivery of them, Mayridge may resell or otherwise dispose of part or all of the Goods.
7.8 Where the Contract specifically provides that Mayridge is to be responsible for storage of the Goods following completion of any relevant exhibition or event, then Mayridge shall store the Goods at Mayridge’s expense and risk and the cost of such storage shall form part of the cost quoted in the Statement of Work.
8. Quality
8.1 Mayridge warrants that the Services will be performed with reasonable care and skill and that upon delivery and, if specified in the Statement of Work, for the duration of the relevant event or exhibition, the Goods shall:
8.1.1 conform in all material respects with their description and any applicable Statement of Work; and
8.1.2 be free from material defects in design, material and workmanship; and
8.1.3 be fit for any purposes held out by Mayridge.
8.2 Subject to condition 8.3, if the Client gives notice in writing to Mayridge within a reasonable time of discovery that some or all of the Goods and/or Services do not comply with the warranty set out in condition 8.1 and Mayridge is given a reasonable opportunity of examining such Goods and/or Services, Mayridge shall, at its option, repair or replace the defective Goods and/or Services, or refund the price of the defective Goods and/or Services in whole or in part.
8.3 Mayridge shall not be liable for failure to comply with the warranty set out in condition 8.1 if:
8.3.1 the Client makes any further use of such Goods and/or Services after giving notice in accordance with condition 8.2; or
8.3.2 the defect arises because the Client failed to follow Mayridge’s oral or written instructions as to the storage, use and maintenance of the Goods and/or Services; or
8.3.3 the defect arises as a result of Mayridge following any drawing, design or specification supplied by the Client; or
8.3.4 the Client alters or repairs such Goods and/or Services without the written consent of Mayridge; or
8.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or conditions.
8.4 Except as provided in this condition 8, Mayridge shall have no liability to the Client in respect of the Goods’ and/or Services’ failure to comply with the warranty set out in condition 8.1.
8.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.6 These Conditions shall apply to any repaired or replacement Goods and/or Services supplied by Mayridge.
9. Title and Risk
9.1 The risk in the Goods (whether hired and/or sold as specified in the Order) shall pass to the Client on completion of delivery at the Delivery Location.
9.2 Mayridge will replace free of charge any Goods in which risk has passed to the Client if they are damaged or lost due to the neglect or default of Mayridge, its employees and/or other representatives.
9.3 Where Goods are hired by Mayridge to the Client as specified in the Order:
9.3.1 risk in the Goods will not pass back to Mayridge from the Client until the Goods are back in the physical possession of Mayridge;
9.3.2 Mayridge will retain title and ownership of the Goods at all times and the Client shall have no right, title or interest in the Goods except as hiree; and
9.3.3 the Client must not deal with the title or any interest in the Goods including, without limitation, selling, assigning, mortgaging, pledging, charging, securing, hiring, exerting a lien and/or lending the Goods.
9.4 Where Goods are sold by Mayridge to the Client as specified in the Order, title to the Goods shall not pass to the Client until Mayridge has received payment in full (in cash or cleared funds) for:
9.4.1 the Goods; and
9.4.2 any other goods or services that Mayridge has supplied to the Client in respect of which payment has become due.
9.5 Until title to the Goods has passed to the Client, the Client shall:
9.5.1 hold the Goods on a fiduciary basis as Mayridge’s bailee;
9.5.2 store the Goods so that they remain readily identifiable as Mayridge’s property;
9.5.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.5.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
9.5.5 notify Mayridge immediately if it becomes subject to any of the events listed in condition 11.1.4; and
9.5.6 give Mayridge such information relating to the Goods as Mayridge may require from time to time,
but the Client may use the Goods in the ordinary course of its business.
9.6 If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in condition 11.1.4, or Mayridge reasonably believes that any such event is about to happen and notifies the Client accordingly, then without limiting any other right or remedy Mayridge may have, Mayridge may at any time require the Client to deliver up the Goods and, if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored or situated in order to recover them.
9.7 Mayridge may provide insurance in respect of any Goods at additional cost. Alternatively, the Client shall insure the Goods on such reasonable terms and for such risks as Mayridge may reasonably specify or, if not specified, against all normal risks which a prudent business would insure against for their full reinstatement value. The proceeds of any such insurance relating to the Goods supplied to the Client on hire shall be held by the Client in trust for Mayridge and be paid to Mayridge on demand. In respect of any such Goods, the Client shall not compromise any claim in respect of the Goods and/or any associated insurance without Mayridge’s prior written consent.
10. Price and Payment
10.1 The price of the Goods shall be the price set out in the Order, unless otherwise varied by agreement in writing between the parties.
10.2 The price of the Goods is inclusive of the costs and charges of packaging, insurance and delivery of the Goods.
10.3 The price of the Goods and/or Services is exclusive of amounts in respect of value added tax (“VAT”) and/or other local taxes. The Client shall, on receipt of a valid VAT invoice from Mayridge, pay to Mayridge such additional amounts in respect of VAT and/or other local taxes as are chargeable on the supply of the Goods and/or Services.
10.4 Mayridge may invoice the Client for 50% of the amount payable on or at any time after the Goods and/or Services have been ordered and may invoice the remaining balance at any time on or after completion of the Services and/or delivery of the Goods.
10.5 The Client shall pay all invoices in full and in cleared funds within 30 days of the date of the invoice provided that payment of 50% of the amount payable must in any event be made on or before commencement of any construction or other provision of Services at the Delivery Location. Payment shall be made to the bank account nominated in writing by Mayridge. Time of payment is of the essence.
10.6 If the Client fails to make any payment due to Mayridge under the Contract by the due date for payment (“due date”), then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the base lending rate of Mayridge’s bank from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment and be compounded with monthly rests. The Client shall pay the interest together with the overdue amount.
10.7 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Mayridge in order to justify withholding payment of any such amount in whole or in part.
10.8 If payment in full is not made to Mayridge when due, then Mayridge may withhold or suspend future and/or current deliveries of the Goods and/or performance of the Services and/or delivery and/or performance under any other contract with the Client until such time as payment in full has been received.
11. Default
11.1 If the Client:
11.1.1 fails to make any payment to Mayridge when due;
11.1.2 breaches the terms of the Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
11.1.3 persistently breaches any one or more of the terms of the Contract;
11.1.4 pledges or charges any Goods which remain Mayridge’s property, ceases or threatens to cease to carry on business, proposes to compound with its creditors, applies for an interim order under Section 252 of the Insolvency Act 1986, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;
11.1.5 appears to Mayridge due to the Client’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
11.1.6 appears reasonably to Mayridge to be about to suffer any of the above events,
then Mayridge may, without prejudice to any other remedies, exercise any or all of the rights set out in condition 11.2 below
11.2 If any of the events set out in condition 11.1 above occurs in relation to the Client then:
11.2.1 Mayridge may enter, without prior notice, any premises of the Client (or premises of third parties with their consent), where Goods owned by Mayridge may be and repossess and dispose of or sell any Goods found which are owned by Mayridge so as to discharge any sums due to Mayridge under these Conditions, any Statement of Work and/or any other agreement with the Client;
11.2.2 Mayridge may withhold delivery of any undelivered Goods, stop any Goods in transit and/or withhold the performance of any Services and cease any Services in progress;
11.2.3 Mayridge may cancel, terminate and/or suspend without Liability to the Client any and all contracts with the Client; and/or
11.2.4 all monies owed by the Client to Mayridge shall forthwith become due and payable.
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude Mayridge’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 any matter in respect of which it would be unlawful for Mayridge to exclude or restrict liability.
12.2 Subject to condition 12.1:
12.2.1 Mayridge shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 Mayridge’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed fifty percent (50%) of the price of the Goods and/or Services.
13. Intellectual Property Rights and Confidentiality
13.1 Any and all Mayridge IP shall remain Mayridge’s property at all times.
13.2 Any and all Client IP shall remain the Client’s property at all times.
13.3 Each party agrees that it will, at the requesting party’s cost, do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to conditions 13.1 and 13.2 above, and/or to assist the other party in the application, registration, renewal and/or protection of such Intellectual Property Rights.
13.4 Each party warrants and represents to the other that it has obtained all necessary licences, consents and permissions to allow the other to use any and all visual work, audio work, designs and all other specifications supplied by and on behalf of it to the other and the other’s use of the same shall not breach any third party rights.
13.5 Each party agrees with the other that it will keep all Confidential Information regarding the other party which may be disclosed to it or which it may learn, confidential and not disclose or use such information except where such information is public knowledge or it is required to be disclosed by law.
13.6 The Client shall treat any Mayridge IP as Confidential Information belonging to Mayridge and will not, whether on its own behalf or in conjunction with or on behalf of any person, firm, company, business entity or other organisation and whether as employee, director, principal, agent, consultant, shareholder or in any other capacity research, develop, market, sell, use and/or otherwise exploit any Mayridge IP without Mayridge’s prior written consent. Provided that the display and use of the Goods and/or Services supplied by Mayridge under the Contract at the Delivery Location shall not constitute a breach of this Condition.
14. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
15. General
15.1 Assignment and Subcontracting
15.1.1 Mayridge may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.1.2 The Client may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Mayridge.
15.2 Notices
15.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
15.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 15.2.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
15.2.3 The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.
15.3 Severance
15.3.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions shall not be affected.
15.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.4 Waiver
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.5 Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it provided that any members of the Mayridge Group from time to time shall, subject to Mayridge’s consent, have the right to enforce the Contract as if they were Mayridge. Any such rights to enforce the Contract may be varied and/or extinguished by agreement between the parties without the consent of any such third party.
15.6 Variation
No variation to these Conditions and/or to any terms of a Statement of Work shall be binding on Mayridge unless agreed in writing between the Client and an authorised representative of Mayridge.
15.7 Governing Law and Jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.