Terms and Conditions on which contracting services are undertaken by Spoom Ltd Trading As Woods International

No additions or modifications to, or Client’s own terms and conditions inconsistent with, these Terms and Conditions shall be binding on Woods International unless expressly agreed in writing by a Director of Woods International making direct reference to the clause(s) to be varied. The Client means any person, firm, company or organization contracting with Woods International for the supply by Woods International of any goods and/or services.

ESTIMATES/QUOTATIONS

1. To write the brief,Estimates for work are prepared on the basis of the final brief supplied by the Client. Where Woods International are required and substantiating liaise to write the brief, liaise with third parties on behalf of the Client, or undertake additional work in verifying the brief, charges may be incurred.

PRELIMINARY WORK

2. Work carried out at a Client’s request in the process of development, experimentation and/or sampling will be chargeable at our normal rates, whether the project proceeds or not, unless expressly agreed in writing, prior to commencement of such work, by an officerof Woods International

ORDERS

1. No contract will be created until Woods International receives a Confirmation of Order form, together with a signed copy of the drawing, from the Client and issues an order acknowledgement. Woods International reserves the right to refuse any order.
2. Receipt of a Confirmation of Order form and signed drawings shall constitute authority to Woods International to reserve and contract manufacturing capacity, purchase production materials, engage subcontractors and undertake expense on the job.
3. Unless otherwise agreed in writing and estimated separately, all items used, incorporated or supplied as part of an exhibition stand are hired from Woods International and do not become owned by the Client at any time.

EXECUTION

1. No work will be undertaken until a deposit invoice has been issued by Woods International, and full payment of the deposit received by Woods International.
2. Where delays in commencement are due to late payment of deposit or insufficient information from the Client, Woods International reserves the right to pass on additional costs incurred in completing the project. In particular surcharges from utility providers and delivery charges from suppliers will be charged in full.
3. If the Client requests Woods International to change, cancel, reject or stop any job, or part of a job, Woods International will use its reasonable efforts to comply but strictly on the basis that the Client shall reimburse Woods International for its own expenses and costs incurred, and expenses of third parties to which Woods International are committed.

COST VARIATION

9. Woods International prices are based on current costs of production, with work being carried out during normal workshop hours. Woods International may increase these costs at the time of ordering or anytime thereafter to meet unavoidable increases of such costs, or the extra expense of overtime working.

DESIGN, DRAWINGS, LAYOUTS, ect.

1. Drawings (which term includes plans, designs, visuals, copy, layouts and concepts) of all work outlined in the brief, will be submitted for Client’s approval. No responsibility can be accepted by Woods International for any errors not brought to their attention by the Client.
2. Whereanyaspectofaprojectisnotincludedinthebrief,orislefttoWoodsInternational’sjudgement,changessubsequentlyrequestedbytheClientshallbechargedatextracosts.
3. Client’s corrections or other alterations to designs and drawings, including alterations in style, and any costs resulting from work necessitated by such corrections, will be charged at extra cost.
4. Drawings will be signed by the Client as confirmation of their approval prior to commencement of any work on the project. Where revisions, alterations or additions are subsequently requested, revised drawings will be supplied, at extra cost and the Client will sign these as confirmation of their acceptance.

DELIVERY AND DELAY

1. Delivery shall be made to the address stated on the Confirmation of order form.
2. Should expedited delivery be requested and agreed and necessitate overtime or other additional costs, including special transportation costs, an extra charge may be made.
3. Should work be suspended or cancelled at the request of, or delayed or cancelled through any default of the Client, Woods International shall be entitled to issue an invoice for work already carried out and materials ordered.
4. The Client shall indemnify Woods International against all losses sustained or expenditure incurred as a result of such suspension or delay.
5. Where delivery is not accepted, or items the property of the Client are not collected from us, we reserve the right to charge our normal storage fees.

LIABILITY

1. Woods International shall not be liable to the Client or for indirect or third part claims or any consequential losses or loss of profit occasioned by delay or default in completing work or from delay or damage in transit.
2. Where work is claimed to be defective for any reason liability of Woods International shall be limited to rectifying such defect, or the payment to the Client of an equivalent sum,at the discretion of Woods International. Woods International must be given the opportunity to rectify such alleged defect and once resolved the Client shall have no further claim in respect of the defect.
3. No condition or warranty or any other term expressed or implied (by statute or otherwise) is given by Woods International that any goods or services sold to the Client are of a particular quality or will be suitable for a particular purpose or are to a particular standard notwithstanding that the particular purpose is known or ought to have been known by Woods International.
4. To the extent that Woods International is held legally liable to the Client for breach of contract or negligence, Woods International‘s liability shall not exceed the price charged for the relevant contract.

INVOICES

23. All contracts will be subject to a 50% payment on acceptance of the order by Woods International, no later then 8 weeks prior to the event start date. 24. The balance will be invoiced and due for payment on the date of opening of an exhibition, or delivery of the product.
25. Variations, additions on site and consumables will be subject to a separate invoice to be paid within 28 days of invoice date.

VALUE ADDED TAX

26. Woods International shall be entitled to charge the amount of any VAT whether or not included in the quotation or invoice, at the appropriate current rate at the date of the invoice.

PAYMENT

1. Payment in full without deduction by way of set-off or counterclaim shall be due and payable no later than 28 days from the date of the invoice.
2. Where an order is placed within 28 days of the date of opening of an exhibition, it shall be a condition of acceptance that payment in full shall accompany the order.
3. Without prejudice to any other rights of Woods International if there is any reason to doubt that the amounts due from the Client will be paid in full before delivering or performing any other work or services for the Client then Woods International may require payment in full to be made before undertaking any further work or services and the Client shall make such payment if the requirement is made.
4. Woods International may elect to have payment collected on its behalf by a third party.

DEFAULT IN PAYMENT

1. In the event of the Client failing to pay the account in accordance with these terms and conditions payment in full will become due and payable immediately. Woods International shall be entitled to charge the Client interest at the rate of 4% above Yorkshire Bank plc base rate per annum, from the date payment is due until the date payment is received in full.
2. Woods International reserves the right to recover from the Client all direct expenses reasonably incurred by Woods International in the collection of the overdue sums.

CLAIMS

1. If Woods International delivers, or arranges delivery, claims arising from damage, delayed, lost or partial loss of goods in transit must be made in writing to Woods International and the carriers within 3 days of delivery and claims for non – delivery within 10 days of the dispatch of the goods.
2. Account claims must be notified within 7 days from receipt of invoice.

COPYRIGHT

1. Unless otherwise stated by Woods International in writing copyright in design proposals, drawings, and plans produced by Woods International and their agents shall (except where copyright remains vested in Woods International’s agent or supplier) vest in the Client upon payment of all monies owed to Woods International and its agent or supplier.
2. Copyright in general concepts or intelligence developed by Woods International in connection with the work undertaken for the Client remains vested in and may be used by Woods International in its business.
3. The Client shall indemnify and keep Woods International indemnified against any costs, claims, demands, damages royalties and expenses payable by Woods International as a result of any item or materials supplied by or on behalf of the Client infringing the intellectual property rights of a third party. Such intellectual property rights include copyright; design right, trademarks and patents.

CLIENT’S PROPERTY

1. The Client’s property and all property supplied to Woods International on behalf of the Client will be held, worked on, and carried at the Client’s risk and therefore the Client must insure against all risks. Woods International is not a bailee for the Client’s property.
2. Unless otherwise confirmed by Woods International in writing exhibition stands stored by Woods International at Woods International normal storage rates are subject to the stand being stored at the Client’s risk and to be insured by the Client.

MATERIAL SUPPLIED BY THE CLIENT

1. WoodsInternationalmayrejectanymaterialssuppliedorspecifiedbytheClient,whichappearstothemtobeunsuitable.Additionalcostincurredasaresultofsuchmaterialsbeing found to be unsuitable during production may be charged as extra.
2. Where materials are so supplied or specified, responsibility for defective work will not be accepted by Woods International unless this is due to their failure to use reasonable care and skill.
3. Quantities of such materials to be supplied by the Client shall be adequate to cover normal spoilage.

ILLEGAL MATTER

1. Woods International shall not be required to produce any matter which in their opinion is or may be of an illegal or a defamatory nature and shall not be liable for any costs, losses, expense claims or damages whatsoever to the Client for such refusal. Contravention of any relevant industry code of practice shall be included within the term ‘illegal’.
2. Not with standing the above, the Client shall indemnify and keep Woods International indemnified against any claims costs damages demands and arising out of illegal or defamatory matter produced for the Client or any infringement of copyright, patent or any other design or similar rights whatsoever of any person.

TERMINATION

45. In the event of Woods International being prevented from carrying out the terms of this agreement by the illness or incapacity of an employee, agent, subcontractor, or by the exhibition Organiser, this agreement may be terminated forthwith by Woods International by notice in writing to the Client and Woods International shall have no liability to the Client for any losses or costs whether for loss or profit, consequential or otherwise. Woods International reserves the right to invoice the Client for work done prior to termination.

FORCE MAJEURE

46. Every effort will be made to carry out the contract but its due performance is subject to suspension or cancellation by Woods International or to such variation as may be found necessary, as a result of inability to secure labour, materials or supplies as a result of any act of God, war, strike, lock out or other labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond Woods International’s control. Such suspension or cancellation shall be without liability to compensate the Client for any loss or damage whatsoever sustained by reason of the cancellation. Woods International reserves the right to invoice the Client for any work done before suspension or cancellation.

GENERAL LIEN

47. Without prejudice to other remedies, Woods International shall, in respect of all unpaid debts due from the Client, have a general lien on all goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as they think fit and to apply any proceeds towards such debts.

DETERMINATION ON BANKRUPTCY ETC. OR BREACH OF CONDITIONS

48. If the Client has a bankruptcy petition presented against it or a bankruptcy order is made or if the Client makes or seeks to make any made or a resolution passed for the winding up of

the Client or a petition presented or an order made for an administration order to be made in relation to the Client or the Client’s directors make a proposal for a voluntary arrangement with the Client’s creditors or the Client is unable to pay its debts (within the meaning of section 123 Insolvency Act 1986) or if a receiver or administrator a appointed over any of the Client’s assets or if any monies to be paid by the Client to Woods International under any contract are unpaid on the due date (although no application shall have been made for such payment or if there shall be a breach by the Client of any of the terms and conditions of any contract with Woods International then Woods International shall be entitled by notice in writing to terminate all or any of its contracts with the Client forthwith and to recover all expenses, losses and damages resulting to Woods International including (without limitation) loss of profit or other consequential loss.

TITLE

1. Legal and beneficial title in any items supplied by Woods International to the client is to remain vested in Woods International until all monies owing on this contract and any other between the client and Woods International are paid in full. If the client obtains possession of any items before payment they shall be held ina separate and identifiable form as a bailee and fiduciary agent for Woods International. Failure to pay the full amount on the due date shall give Woods International or its employees or agents the right, without prejudice to any other legal remedy, to repossess such items and to enter the client’s premises for that purpose if necessary. Woods International shall have the right to sell the items once they have been repossessed.
2. Not with standing the above Woods International shall be entitled to maintain an action for the price of the items repossessed and/or other monies due.

INDEMNITY

1. The client shall fully indemnify Woods International and keep Woods International fully indemnified against all losses, damages, costs, actions, claims, demands, fees and other expenses Woods International may incur in consequence of any work done or items sold under the contract except to the extent that the subject of such claim was directly caused by an act or an omission of Woods International.
2. The client shall fully indemnify Woods International and keep Woods International fully indemnified against all losses, damages, costs, actions, claims and demands and other expenses Woods International may incur in respect of any furniture, electrical appliances, audio visual equipment and office equipment supplied on hire for the duration of an exhibition. (valuation 3x hire price)

NOTICES

53. Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in these terms and conditions shall be in writing and given to the party for whom it is intended at such party’s registered or main office or last known address; or given by registered or first class pre-paid post, or telefax transmission, or electronic mail (e-mail) and shall be deemed to have been received 3 days after the date of posting or 12 hours after the date of transmission as the case may be.

LAW

54. These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts.