1 - INTERPRETATION
1.1 In these Conditions:
“Conditions” means these terms and conditions
“Contract” means the contract constituted by the Offer Letter and these Conditions
“Exhibitor” means the person, firm or company who purchases the Service from Rescroft.
“Exhibitor Space” means either exhibitor space for a vehicle, exhibitor space for an equipment supplier or exhibitor space for a table within the NAE exhibition area as identified in the Offer Letter.
“NAE” means the National Ambulance Exhibition also known as Ambulex®
“NAPFM” means the National Association of Police Fleet Managers
“NAPFM Terms” means the exhibitors’ and contractors’ terms and conditions of NAPFM relating to the NAPFM Conference and Exhibition 2010, a current copy of which has been supplied to the Exhibitor but excluding any term relating to payment for exhibition space by Rescroft
“Offer Letter” means the letter offering the Exhibitor Space sent to the Exhibitor by Rescroft
“Service” means the provision to the Exhibitor of Exhibitor Space at the NAE
“Rescroft” means Rescroft Limited (Registered in England Wales under Company Number 02900615)
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A reference to writing or written includes faxes but not e-mail.
1.4 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.5 References to conditions are to the conditions of the Contract.
2 - APPLICATION OF CONDITIONS
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Exhibitor's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Exhibitor, or implied by law, trade custom, practice or course of dealing.
2.2 The Exhibitor's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
3 - COMMENCEMENT AND DURATION
The Service supplied under the Contract shall be provided by Rescroft to the Exhibitor from 7th to 10th September 2010 inclusive.
4 - SUPPLIER'S OBLIGATIONS
4.1 Rescroft shall use reasonable endeavours to provide the Service to the Exhibitor.
4.2 Rescroft reserves the right to revise the layout of the NAE and accordingly reserves the right to move any Exhibitor Space from the area allocated in the Offer Letter. Rescroft shall endeavour to provide reasonable notice of such a revision to the extent that this is reasonably practicable.
5 - EXHIBITOR 'S OBLIGATIONS
5.1 The Exhibitor shall:
5.1.1 co-operate with Rescroft in all matters relating to the Service;
5.1.2 comply with the NAPFM Terms as if it were an exhibitor for the purpose of the same and any terms of the Exec Centre, East of England Show Ground, Peterborough..
5.2 If Rescroft's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Exhibitor, its agents, subcontractors, consultants or employees, Rescroft shall not be liable for any costs, charges or losses sustained or incurred by the Exhibitor arising directly or indirectly from such prevention or delay.
5.3 The Exhibitor shall indemnify Rescroft against all liabilities, costs, expenses, damages and losses sustained or incurred by Rescroft (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Exhibitor's fraud, negligence or breach of any of its obligations under the Contract.
5.4 The Exhibitor shall not, without written permission from Rescroft assign, transfer or sub-let the whole or any part of the Exhibitor Space to any other person or entity.
5.5 The Exhibitor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Exhibitor, arising out of the Exhibitor’s use of the Exhibitor Space, including death or personal injury, loss of or damage to property or any other loss.
6 - PAYMENT
6.1 In consideration of the provision of the Service by Rescroft, the Exhibitor shall pay the charges as set out in the Offer Letter in full and in cleared funds, within 14 days of the date of the Offer Letter.
6.2 All charges quoted to the Exhibitor shall be exclusive of VAT, which Rescroft shall add at the appropriate rate
6.3 Without prejudice to any other right or remedy that it may have, if the Exhibitor fails to pay Rescroft on the due date, Rescroft may:
6.3.1 charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Exhibitor shall pay the interest immediately on demand; and
6.3.2 suspend all Services until payment has been made in full.
6.4 Time for payment shall be of the essence of the Contract.
6.5 Rescroft may, without prejudice to any other rights it may have, set off any liability of the Exhibitor to Rescroft against any liability of Rescroft to the Exhibitor.
7 - LIMITATION OF LIABILITY
7.1 This condition 7 sets out the entire financial liability of Rescroft (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Exhibitor in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made by the Exhibitor of the Service,
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Conditions limits or excludes the liability of Rescroft:
7.3.1 for death or personal injury resulting from negligence; or
7.3.2 for any damage or liability incurred by the Exhibitor as a result of fraud or fraudulent misrepresentation by Rescroft
7.4 Subject to condition 7.2 and condition 7.3 Rescroft shall not be liable for:
7.4.1 loss of profits; or
7.4.2 loss of business; or
7.4.3 depletion of goodwill and/or similar losses; or
7.4.4 loss of anticipated savings; or
7.4.5 loss of property or other goods of the Exhibitor or of any of its contractors or agents; or
7.4.6 loss of contract or opportunity; or
7.4.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
7.5 Rescroft's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Service.
8 - TERMINATION
8.1 If the Exhibitor cancels or amends a confirmed booking at any time prior to the event, Rescroft will make every reasonable effort to re- sell the exhibition space on the Exhibitor’s behalf. Any cancellation should be verbally advised to Rescroft in the first instance. All cancellations must be confirmed in writing and the facilities reserved cannot be released for resale until this is received and acknowledged.
8.2 If Rescroft has been unsuccessful in reselling the cancelled or amended booking, the Exhibitor shall pay to Rescroft the sums as follows:
8.2.1 a charge of 25% of the rate quoted when the period of notice is between 4 and 6 months prior to the commencement of the NAE
8.2.2 a charge of 50% of the rate quoted when the period of notice is between 2 and 4 months prior to the commencement of the NAE
8.2.3 a charge of 100% of the rate quoted when the period of notice is 2 months or less, prior to the commencement of the NAE
8.3 If Rescroft has been successful in reselling the cancelled or amended booking, at a reduced price to that which was due from the Exhibitor under the terms of the offer letter, the Exhibitor shall pay to Rescroft the sums as set out in clause 8.2 less the amount received through the resale.
8.4 Rescroft shall be entitled to terminate the Contract without liability to the Exhibitor in the event that the organisers of NAPFM do not approve the Exhibitor
9 - FORCE MAJEURE
Rescroft shall have no liability to the Exhibitor under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by any act, event, omission or accident beyond its reasonable control, including (without limitation) any strike, lock-out or other industrial dispute (whether involving the workforce of Rescroft or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of or non–performance of any supplier or subcontractor of the organisers of NAPFM except to the extent that any default or non–performance is due wholly to a breach of contract by Rescroft.
10 - SEVERANCE
10.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11 - ENTIRE AGREEMENT
11.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
11.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in the Contract.
11.3 Nothing in this condition shall limit or exclude any liability for fraud.
12 - ASSIGNMENT
Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
13 - NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14 - RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it.
15 - NOTICES
15.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, by fax to the other party’s fax number or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
15.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the registered office or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
15.3 Any notice or other communication sent by fax shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy is sent by first class pre-paid post to the other party within 24 hours after transmission.
15.4 This condition 15 shall not apply to the service of any in any proceedings or other documents in any legal action.
15.5 A notice or other communication required to be given under or in connection with the Contract shall not be validly served if sent by e-mail.
16 - GOVERNING LAW AND JURISDICTION
16.1 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, the law of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
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