These Terms and Conditions are the standard terms of engagement from Be Exhibitions Ltd, a company Registered in England & Wales, No 11857787, whose registered office is at 6a Fridays Court, High Street, Ringwood, Hampshire, BH24 1AB.

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise required, the following expressions have the following meanings:

“Company” means Be Exhibitions Ltd and includes all employees and agents of Be Exhibitions Ltd.

“Customer” means the person, firm, or company purchasing the Work from the Company.

“Contract” means any contract between the Company and the Customer for the Work.

“Work” means any of the work and/or services which the Company provides to the Customer, including supply of Goods on hire and or sale.

“Goods” means the articles which the Company supplies to the Customer pursuant to a Contract, including but not limited to materials, equipment, fittings.

“Quotation” means a formal written quotation for the proposed Work signed on behalf of the Company.

Any reference in these conditions to “writing” applies to any digital communication, email text, messenger services.

2. Contract
   • Any Quotation given by the Company shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
   • Those Terms and Conditions and any Quotation provided by the Company constitute the entire Contract between the Company and the Customer.
   • 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 this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
   • 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 part of the Company.
   • These terms and conditions should be read and accepted by the Customer prior to purchase. The Customer accepts that by purchasing any of the Company’s Work and/or Goods the agree to be bound by these terms and conditions.
   • This Contract will begin on the date the Company confirms acceptance, either verbally in person or in writing, of the Customer’s order (Start Date) and will be considered to be completed upon receipt of full Payment from the Customer and delivery of the work and/or goods by the Company or a third party supplier.
   • These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by the Company.
   • The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.

 

3. Price, Payment and Delivery
   • The price for the Work shall be the price set out in the Quotation, subject to the following provisions. The Customer will be obliged to pay the price in the Quotation whether they have or not complied with their own police i.e. issuing a Purchase Order.
   • The payment terms shall be those in the Quotation, however if they are absent, standard payment terms are 50% deposit due 8 weeks before the event or upon confirmation of the order if the event is less than 8 weeks from confirmation of the Contract, remaining 30% to be paid 14 days before the event with the remaining 20% balance payment required 14 days after delivery of Goods. Time for payment is of the essence.
   • The Price as stated in the Quotation does not include Value Added Tax (“VAT”). Any VAT required will be charged at the prevailing rate in addition to the Price. The Company’s VAT registration number is 287 3879 36.
   • Prices are exclusive of Graphic Design Costs unless explicitly mentioned in the Quotation.
   • Unless otherwise stated on the Quotation all prices are shown in ‘Pounds Sterling’
   • If payment or the price of any part thereof is not made by the due date the Company may:
     • Cancel the Contract or suspend any further provision of the Work and/or Goods to the Customer with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Work,
     • charge statutory interest at for every day past invoice due date that payment is not made, compound monthly.
     • Seek to recover all costs reasonably incurred by the Company in collecting payment of any overdue invoices from the Customer.
   • All invoices outstanding beyond 14 days of final payment date may be subject to legal action.
   • In the event that this Contract is terminated by the Customer prior to completion of the Work but where the Work have been partially performed, We will be entitled to pro rata payment of the Price to the date of termination provided there has been no breach of contract on the Company’s part.
   • In the event of a show being cancelled due to events outside the reasonable control of the Company, 11.1 will apply and the Customer will only be liable to pay for the Work that has been performed by the Company prior to the date of cancellation.
   • Delivery date(s) are given by the Company in good faith but they are estimates only and the Company shall not be in breach of contract by failure to meet such dates, except where failure to meet such dates is for reasons within the Company’s reasonable control in which case the contract will be breached and the customer will only be liable to pay for the Work that has been performed by the Company prior to the date of breach.
   • Should a delivery date not be met due to circumstances out of the Company’s control, the Company shall refer to insurance procedures for the benefit of the Customer.

 

4. Cancellation, Suspension and Termination
   • The Customer may cancel this contract at any time prior to goods being delivered subject to clause 3.8.
   • In the event of such early cancellation the Customer will be invoiced for any work that has taken place up to the date of cancellation, and all invoices become due immediately.
   • The Company reserves the right to terminate the Contract with immediate effect in the event of any of the following:
     • The Customer commits a material breach of the Contract and, in the case of a breach capable of being remedied, fail to remedy it within a reasonable time of being given written notice from the Company to do so; or
     • The Customer commits a material breach of the Contract which cannot be remedied under any circumstances; or
     • The Customer passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes and order to that effect; or
     • The Customer ceases to carry on their business or substantially the whole of their business; or
     • The Customer is declared insolvent, or convenes a meeting of creditors or makes or proposes to make any arrangement or composition with their creditors; or
     • A liquidator, receiver, administrative receiver, manage, trustee or similar officer is appointed over any of the Customer’s assets.
   • All notices of termination of the Contract should be submitted to the other party in writing.

 

5. Specification and Design
   • The Customer shall be responsible for the correctness of any data or information (including any applicable specification) provided to the Company for the Quotation and/or the Contract and/or the Work.
   • Where any specification or design has been supplied by the Customer to enable the Work the Customer warrants that the use of those specifications or designs in the manufacture processing assembly or supply of the Goods shall not in any way infringe the rights of any third party and the Customer agrees to compensate the Company fully against any claims, expense, loss or damage which it may suffer in case of breach of such warranty.
   • The Company reserves the right to amend the design to gain approval by organisers. This includes changing the design to fit with COVID-19 restrictions.
   • The Company from time to time may make minor changes to the design of Goods to comply with any safety and statutory requirements.
   • The Company shall own and retain the property, copyright, registered and/or unregistered design rights and all other intellectual property rights in any specification, drawings, designs, plan, 3D models which may be created by the Company in the course of the Work.
   • The Company grants the Customer exclusive, irrevocable, royalty-free license to use the specification, drawings, designs, 3D models and plans how they see fit.
   • Any and all rights in the Customer’s intellectual property rights (whether created or developed before or after the date of the Agreement) are, and shall at all times remain, the sole and exclusive property of the Customer. The Company acknowledges that no title to any of the Customer’s intellectual property is transferred to the Company pursuant to or as a result of this Agreement. All rights not expressly granted in this Agreement are reserved by the Customer.
   • The Customer shall be responsible at its expense for obtaining all necessary third-party licenses and other permissions whatsoever required by the Company or the Customer for the performance of the Work.
   • Where the Customer supplies its own property to the Company for the Work, risk shall remain with the Customer. The Company will not be liable to the Customer for loss of or damage to such property unless caused by the gross negligence or deliberate doing of the Company.
   • Any additional work or variations to the work and/or good will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before work commences.

 

6. Hired Goods
   • The Customer shall look after the hired goods when in their possession. Reasonable wear and tear expected.
   • The Customer shall compensate the Company against loss of and/or damage to hired Goods during the period of hire however caused.
   • The Customer shall not move Hired Goods from their place without written consent from the Company.
   • Upon the end of the contract or early termination of the contract, the Customer does not retain the right to have the Hired Goods. The Company has the explicit right to obtain the Hired Goods from wherever.

 

7. Risk and Title
   • Risk in the Goods, whether on hire or sold to the Customer, shall pass to the Customer as soon as the Company has delivered and or handed over to the Customer.
   • The Customer should have the applicable insurance for the Hired Goods when in their possession and can show this to the Company is asked for.
   • Title in the Goods does not pass to the Customer until full payment has been made.

 

8. Company’s Obligations
   • The Company warrants to the Customer:
     • To carry out the Work diligently, and with reasonable care
     • That the quality of the Goods conforms to the applicable standard warranted by their manufacturer.
   • The Company call allow others (either in the Company’s place or together with them) to provide the Services without notice to the Customer. If other persons perform the Services the Company will still continue to be responsible for the performance of the Services and their obligations under this contract.
   • The Company or its employees or agents shall not be required to work in any hazardous or dangerous situations and the Company shall have absolute discretion in deciding whether any situation is hazardous or dangerous.

 

9. Claims
   • The Company shall not be liable to compensate the Customer for any breach of any of its obligations under clause 8.1 unless the Customer shall have notified its complaint to the Company in writing as soon as reasonable possible in any event within 14 days of the date when the Customer knew or ought to have known about the complaint.
   • Subject to clause 9.1, if the Company is liable to the Customer for breach of any of its obligations at clause 8.1 above, which was not caused wholly or in part by any incident or thing outside the Company’s control, the Company shall, at its option, be entitled to repair or replace the defective Goods within a reasonable time.
10. Limitation and Exclusion of Liability
    • The Company shall not be liable to the Customer, or to any third party, for indirect or consequential loss or damage of whatever kind, whether cause by misrepresentation, breach of contract, including but not limited to loss of actual or potential revenue or profit, loss of business or business reputation, loss or damage to property, loss of opportunity, professional fees, costs or expenses, nor will the Company be liable to compensate the Customer against any claims, actions, costs, expenses of any third party.
    • Neither party excludes or limits its liability for death or personal injury caused by negligence, or for wilful default or fraudulent misrepresentation, or otherwise in any manner unenforceable by any applicable law.

 

11. Force Majeure
    • The Company shall not be liable for any delay or failure to perform any of their obligations if the delay or failure results from events or circumstances outside of the Company’s reasonable control. These included, but not limited to, acts of God, power failure, internet service provider failure, industrial action, war, fire, explosion, acts of terrorism, governmental action, epidemic or other natural disaster, or any other event that is beyond their control, and the Company shall be entitled to a reasonable extension of their obligations. If the delay persists for such time as the Customer considers unreasonable, they may, without liability on their part, terminate the Contract.
    • If an event outside of the Company’s control occurs and the Customer wishes to cancel the Contract, they may do so in accordance with their right to cancel under sub-clause 4.1 above.

 

12. Disputes
    • The Company is committed to providing its Customers with a high-quality service that is both efficient and effective. If you would like to discuss how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by contacting Ellen Stokes on 01425 837005, or by email at [email protected]
    • Any disputes will try to be resolved between the parties involved. If it is not resolved within 30 days, the parties will attempt to settle it by mediation.

 

13. Data Protection
    • ‘Data Protection Legislation’ refers to all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
    • All personal information that the Company may collect (including, but not limited to, the Customer’s name, contact name, postal address, email address and telephone number) will be collected, Used and held in accordance with the provisions of Data Protection Legislation as defined in clause 13.1.
    • How the Company collects, Uses and stores the Customers personal information is set out in the Company’s Privacy Policy.
    • In certain circumstances, and with the Customer’s consent, the Company may pass the Customer’s personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined in clause 13.1 and should Use and hold the Customer’s personal data accordingly.
    • The Company will not pass on the Customer’s personal information to any other third parties for marketing purposes without first obtaining the Customer’s express consent.

 

14. Other Important Terms
    • In the event that any of the provisions of the Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
    • The Contract between the Company and the Customer shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the Company’s prior written consent.
    • No failure or delay by the Company in exercising any of their rights under this Contract means that they have waived that right, and no waiver by the Company of a breach of any provision this Contract means that they will waive any subsequent breach of the same or any other provision.

 

15. Storage of Assets
    • Any assets purchased by the Customer will be stored in a warehouse on an individual bay located at Unit 17 Sandleheath Industrial Estate, Fordingbridge, Hampshire, SP6 1PA.
    • Storage is free when the Customer uses the Company to install its assets three or more times in a 12 month period. If the Customer does not us the Company to install its assets then a storage fee applies. This will be invoiced at the end of a 12 month period and paid in arrears.

 

16. Wear and Tear
    • Wear and tear means damage or a reduction in value through age, ordinary use or lack of maintenance
    • The Company will maintain the Customer’s purchased assets whilst in storage and usage but will not be liable for replacement items after fair wear and tear have been assessed. This is includes both exhibition stand framework and printed graphic panels.

 

17. Governing Law and Jurisdiction

This Contract and 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 the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.