APB DISPLAYS LIMITED. Terms and Conditions. 1. Introduction

APB DISPLAYS LIMITED Terms and Conditions 1. Introduction 1.1 Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact. 1.2 These terms and conditions should be read together with the Order Confirmation, where applicable. If there is any conflict between the Order Confirmation and these terms and conditions, the provisions of the Order Confirmation shall prevail. 1.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of the Company and the Customer. 1.4 The Company s employees, agents or sub-contractors are not authorised to make any representations concerning any aspect of this Agreement unless such authority has been confirmed by the Company in advance in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed. 2. Definitions and Interpretation 2.1 In this Agreement:- Agency means any person, firm or company who is an advertising agency or who acts in some other representative capacity and who acting directly as a principal enters into this Agreement. Agent means any person firm or company appointed by a Customer to administer an order. Agreement means these terms and conditions together with the Order Confirmation, if applicable. the Customer and You / Your means the company, firm, person, persons, corporation or public authority who acting as principal is entering into this Agreement and who (where applicable) is identified in the Confirmation Order as such and includes their successors or personal representatives. the Order Confirmation means the email or letter sent to the Customer by the Company which sets out the Work to be carried out, price, Completion Date and such other specific contractual terms as may be appropriate. the Contract Price means the price for the Work which has been agreed and where applicable is set out in the Order Confirmation. the Company or we/our/us means APB Displays Limited, a company registered in Scotland (Company Number SC164671) and with its registered office at 20 Douglas Crescent, Edinburgh EH12 5BA. Days wherever the word appears means calendar days not working days and Month means one calendar month. Instruction means the order from the Customer for the Work. the Site means the physical location for the erection, construction or display of signage and/or exhibition materials comprised in or by the Work. the Work means all goods (including intermediate and finished product) and services supplied to the Customer as agreed and as set out in the Order Confirmation where applicable. Writing includes any written paper document, any fax and any email correspondence. 2.2 In this Agreement, unless the context requires otherwise:- words denoting any gender include all genders and words denoting the singular include the plural and vice versa; references to clauses are unless the contrary intention appears references to clauses of this Agreement; and the headings and sub-headings of this Agreement are inserted for convenience only and shall not affect the construction thereof. 3. Customer Obligations 3.1 The Customer contracts with the Company as a principal and warrants and represents to the Company that it has the full corporate right, power and authority to enter into this Agreement (whether on its own behalf or in the case of an Agency on behalf of its Client) and to perform its obligations hereunder. 3.2 The Customer shall be ultimately responsible for the payment of accounts and shall be deemed to have full authority in all matters connected with instructing the Work. Where a Customer is represented by an Agent:- 3.2.1 the Agent s particulars shall be provided by the Customer and specified in the Order Confirmation; 3.2.2 the Customer authorises the Agent to act on its behalf in respect of all matters relating to this Agreement. 3.3 All Instructions shall specify the name of the principal otherwise the Instruction shall be deemed to have been rejected by the Company. An Instruction must be confirmed by the Company by an Order Confirmation. Order Confirmations shall be sent to the recognised office of the Customer s Agent or to the recognised office of the Customer if no Agent has been appointed. Design 3.4 The Customer shall provide the Company with access to sufficient information to allow the Work to be implemented, including without prejudice to the foregoing generality all necessary drafts, concepts, text, graphics, logos, photographs, images, illustrations and other materials in the correct format, shall use reasonable endeavours to ensure that the information is correct and shall update it when required to do so pursuant to this Agreement. 3.5 Text is to be supplied in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, or via e-mail. Images which are supplied in an electronic format are to be provided in a format as prescribed by the Company via CD- ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing. The Company will inform the Customer if images supplied are deemed to be of unsuitable quality for print. Should the Customer nonetheless choose to retain the use of the image in question, the Company will not be responsible for the quality of reproduction. The Company cannot be held responsible for the quality of any images which the Customer wishes to be scanned from printed materials. The Customer acknowledges that additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services. 3.6 Should the Customer fail to provide the material required for the Work within three months of the date of this Agreement then the Company may at his sole discretion terminate the Agreement and recover from the Customer any costs, expenses, fees or other charges which may have been incurred. 3.7 Where preliminary material is sent to the Customer for final approval, the Customer shall check it carefully and notify the Company by e-mail or post of any errors or alterations. The Company shall use its reasonable endeavours to effect any changes so notified but reserves the right to charge extra if any of these alterations either go beyond the original Specification or are notified to the Company more than 5 working days after their supply to the Customer. Where notification of errors is either delayed in this way or does not occur at all before publication, the Company will not be liable in respect of any such errors. The Company cannot guarantee that any or all colours will be exactly replicated in the final version as published. Whilst the Company will prepare and check artwork as carefully as reasonably 1

possible, it cannot accept responsibility for any errors caused by the Customer, the Company or suppliers once the work has been passed for production. The final responsibility for any errors or omissions will remain with the Customer. 3.8 The Customer shall not allow, permit or require the design to include any material which is indecent, obscene, immoral, offensive, defamatory or otherwise unlawful in any form whatsoever and should the Company at his sole discretion consider the Customer to be in breach of this condition or any part thereof, he may terminate the Agreement forthwith without compensation being due to the Customer. 3.9 The Customer will be responsible for obtaining and holding all consents, licences, permits and other similar instruments applicable to material it supplies to the Company for incorporation into the Work, including without limitation copyrights, trade marks, logos, and all such similar instruments. 3.10 If any items of Work including prints and original files belonging to a Customer are not collected after 12 months of the requested work being done, the Company reserves the right to dispose of such material. Print 3.11 Materials supplied by the Customer 3.11.1 The Company may reject any, disks, paper, files or other materials supplied or specified by the customer which appear to the Company to be unsuitable. Additional costs may be incurred if materials are found to be unsuitable during production and may be charged to the Customer except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Company in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer. 3.11.2 Where materials are so supplied or specified, the Company will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by the defects in or unsuitability of materials so supplied or specified. 3.11.3 Quantities of materials supplied shall be adequate to cover normal spoilage. 3.12 Electronic files, Proofs and Variations 3.12.1 It is the Customer s responsibility to maintain a copy of any original electronic file. The Company shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed. If an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Company may make a charge for any resulting additional cost incurred. 3.12.2 Proofs of all work may be submitted for customer s approval and the Company shall incur no liability for any error not corrected by the Customer in proofs so submitted. Customer s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Company s judgement, changes therefrom made by the customer shall be charged extra. 3.12.3 Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed. 3.12.4 Variations in quantity. Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 10 per cent for all work being allowed for overs or shortages. 3.13 Delivery, Title and Risk 3.13.1 Unless otherwise specified all Work is to be collected from our premises and the Contract Price excludes delivery. Where delivery has been agreed by us in writing the Work will be delivered to the address advised by the Customer and set out in the Order Confirmation where applicable. A further charge may be made to cover any extra costs involved for delivery to a different address. Should expedited delivery be required, this must be agreed and applicable rates will be advised by the Company on request. 3.13.2 Delivery dates are approximate only and not an essential term of the contract. The Company shall have no liability in respect of delay in delivery to the Customer. 3.13.3 The Company shall bear all risk in respect of consignments until delivered to the Customer. Upon delivery, all risk and liability passes to the Customer. 3.13.4 Notwithstanding delivery and the passing of risk or any other provision of this Agreement, title and property in Work shall not pass to the Customer until the Company has received full payment of the Contract Price. 3.13.5 Notification of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Company and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or in the case of nondelivery, within 42 days of notification of despatch). All other claims must be made in writing to the Company within 28 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as possible. 3.13.6 Should the Company a) not receive delivery instructions or b) be unable through no fault of the Company to effect delivery within 14 days after notification to the Customer that items are ready for despatch, the Customer shall take delivery or arrange for storage. Should the Customer fail to take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage shall be payable by you. Signage & Exhibitions 3.14 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary information and access necessary for the Works. 3.15 The Customer is responsible for the performance of third party contractors, suppliers, building or land managers or owners (together Third Parties ) which may be necessary for the Works, including the provision of all necessary cooperation and access to the Site. 3.16 The Customer accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the use and maintenance of any site for the display of advertisement copy to which a contract relates. 3.17 The Customer is responsible for ensuring that any building or structure necessary for the Works shall be in a safe and suitable condition for the reception, installation and maintenance of the Works. Where items are to be fixed to any structure, the Customer shall have secured any and all necessary permissions. 3.18 Unless otherwise agreed in writing, the Customer shall ensure that the Company is given access and facilities for carrying out Works at the Site continuously during normal working hours. Should work be required at other times this must be agreed in writing beforehand and the reasonable extra cost of work so done added to the Contract Price. 3.19 If delivery or performance of Works is impeded or delayed by the Customer or Third Parties, the Company shall advise the Customer of the effects including any increase in the Contract Price and the Agreement shall be modified to reflect such changes. 4. Timescales 4.1 The Company will use reasonable endeavours to complete the Work by any completion date set out in the Order Confirmation or such other date as may be mutually 2

agreed however any date for performance by the Company in relation to the Work whether stated in the Agreement or otherwise is only approximate and shall not be an essential term of the Agreement. 4.2 The Company will have no liability for delays or omissions caused by a failure on the part of the Customer to perform its obligations in terms of this Agreement, nor for circumstances outwith the Company s control. 5. Price and Payment 5.1 For non-account customers, the Customer shall pay the Contract Price for the Work by way of an advance payment of 50% of order value with the remaining 50% payable on completion. Work will commence upon receipt by the Company of the Customer s payment in respect of said advance payment. 5.2 For account customers, the Contract Price will be invoiced on completion of the order and payment will be due within 30 days of the invoice date. 5.3 The Customer agrees that timely payment of the Company s invoices shall be an essential term of the Agreement. Payment is currently accepted by cash, credit/debit card, BACS or cheque. If the Customer s cheque is returned by the bank as unpaid for any reason, the Company reserves the right to levy a returned cheque charge of 25. Accounts that have not been settled within 7 days of a final reminder will incur a late payment charge of 10% of the amount outstanding. 5.4 The Company will have a lien over all Work and will be entitled to sell all or any items or materials delivered to you or to any other premises or site or held on your behalf should you fail to pay monies due for work carried out. We may sell all or any of the items or material concerned in partial or complete satisfaction thereof. Should final payment not be made in full within three months from the date of final invoice the Customer agrees and accepts that it will forfeit its rights in terms of this Agreement. 6. Warranties 6.1 The Customer warrants and represents to the Company that every element of text, graphics, photos, designs, trademarks or other material supplied to the Company for inclusion in the Work is owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Company s use of such material shall not infringe the intellectual property rights of any third party. 6.2 The Company warrants and represents to the Customer that all works created by the Company pursuant to the Instruction will, unless otherwise stated in this Agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Customer s use of the Work shall not infringe the intellectual property rights of any third party. 6.3 The Customer warrants and undertakes that:- 6.3.1 all advertisement copy and other material for public display provided to the Company will comply with all statutory and other legal requirements and provisions of the British Code of Advertising Practice; 6.3.2 he will be responsible for obtaining and paying for all necessary licences and consents for the posting of any advertising or copyright material contained or the appearance of any person in his advertisement copy; 6.3.3 no advertisement copy or other material for public display will breach the copyright or other rights of or be defamatory of any third party; 6.3.4 he will keep the Customer indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims. demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use of any advertisement copy or other material supplied by or displayed for the Customer. 6.4 The Company shall have the right to see details of advertisement copy and other material provided to the Company for public display prior to commitment of display and the right of refusing to display or continuing to display any advertisement copy or other material which does not comply in all respects with the Customer s warranties and undertakings detailed in clause 6.3 above, or which differs in any material respect from the advertisement copy or other material specified in the Order Confirmation or subsequently changed without the approval of the Company. 7. Intellectual Property Rights 7.1 All Customer-owned content and materials including all pre-existing Trademarks shall remain the sole property of the Customer or its respective suppliers and the Customer or its suppliers shall be the sole owner of all rights in connection therewith. The Customer hereby grants to the Company a nonexclusive, non-transferable licence to use, reproduce, modify, display and publish the Customer-owned content and materials solely in connection with the Work. 7.2 All third party-owned materials are the exclusive property of their respective owners. The Company shall inform the Customer of all third party materials which may be required in connection with the Work and the Customer shall at its expense obtain any licences in respect of copyright or other intellectual property rights and any other releases or permissions which are required for all such third party-owned materials which are to be included in the Work. 7.3 All preliminary or sample materials and original artwork which has been provided by the Company at any time remains the exclusive property of the Company, who retains all intellectual property rights therein. Such preliminary or sample materials and artwork shall be returned to the Company within thirty days of completion of the Work. 7.4 Copyright and other intellectual property rights in all works created by the Company shall remain vested in the Company until final payment of the Contract Price has been received by the Company. Upon receipt of final payment as aforesaid the copyright and other intellectual property rights in works created by the Company pursuant to this Agreement shall be assigned to the Customer. The Company shall cooperate with the Customer and shall execute any additional documents reasonably requested by the Customer to evidence such assignment. The Customer shall have sole responsibility for ensuring that any artwork or designs intended to be a Trademark are available for use and registration and do not otherwise infringe the rights of any third party. The Customer hereby indemnifies and holds harmless the Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by any third party alleging any infringement arising out of the Customer s use and/or failure to obtain rights to use or use of the Trademark. 8. Confidentiality 8.1 The Company and the Customer shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party. The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement; or information obtained from a third party who is free to divulge the same. 8.2 The Company may refer to the Agreement or to the fact that the Customer is the Company s customer with the prior consent of the Customer which shall not be unreasonably withheld. 8.3 The Company reserves the right to place a small credit on printed material or other work and to use any design created or finished work as a 'portfolio' item displayed on the Company s website / brochure / advertising. 9. Variations 3

9.1 Should the Customer require a change in the nature, scope or timing of the Works or wish to change any other aspect of this Agreement, such change shall be requested in writing. The Company shall advise the Customer of the effects including any increase in the Contract Price which may result and the Agreement shall be modified to reflect such changes as may be agreed. 9.2 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 calendar days the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage. 10. Termination 10.1 A party ('the Initiating Party') may terminate this agreement with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of one or more of the following events:- 10.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it; 10.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this agreement; 10.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; or 10.1.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally. 10.2 The Company shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due. 10.3 Should the Customer wish to terminate in whole or in part the Instruction prior to completion the Customer shall be liable for all work carried out up to the point of termination and shall be invoiced accordingly. 10.4 The Company shall be entitled to retain any advance payment and other payments which may have been made on a quantum meruit basis for work carried out in relation to the Work up to the time of termination for whatever reason. 11. No Waiver Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement. 12. Force Majeure 12.1 The Company shall not be liable for any delay or failure to perform any of its obligations under this Agreement if delay or failure results from events or matters beyond its reasonable control, including but not limited to, acts of God, fire, lightening, explosion, war, disorder, accidents, flood, industrial dispute (whether or not involving its employees), failures or interruptions of electricity supplies, weather of exceptional severity, acts or omissions of local or central government or other authorities, the acts or omissions of any Internet Service Provider, or the delay or failure in manufacture, production or supply by third parties of equipment or services, and it shall be entitled to a reasonable extension of its obligations after notifying the Customer of the nature and extent of such events. 12.2 In the event of suspension variation or cancellation for any of the foregoing reasons or for any other reason beyond the Company's control the Company shall be entitled to be paid the full Contract Price for the Works completed up until the time at which any such suspension, variation or cancellation occurs together with any other monies due and owing by the Customer to the Company. 13. Indemnity 13.1 The Customer hereby indemnifies and holds harmless the Company against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by the Company in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action in relation to intellectual property rights infringement whatsoever and howsoever arising. Without prejudice to the foregoing generality:- 13.1.1 the Customer indemnifies and holds harmless the Company from any and all claims, demands, losses, damages, costs or expenses arising out of the Customer s failure to obtain copyright or other intellectual property rights or other releases or permissions with respect to content or materials included in the Work; and 13.1.2 the Customer indemnifies and holds harmless the Company against any misrepresentation, whether intentional or unintentional, supplied to the Company orally or in writing in connection with this Agreement. 14. Limitation of Liability 14.1 Notwithstanding any other provision in this agreement, the Company s liability to the Customer for death or injury resulting from its own negligence or that of his employees, agents or sub-contractors shall not be limited. 14.2 Insofar as is permitted by law where work is defective for any reason, including negligence, the Company s liability (if any) shall be limited to rectifying such defect. Where the Company performs its obligations to rectify defective work under this clause the Customer shall not be entitled to any further claim in respect of the work done nor shall the Customer be entitled to treat delivery thereof as a ground for repudiating the Agreement, failing to pay for the Work or cancelling further deliveries. 14.3 The Company s entire liability to the Customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Contract Price. 14.4 The Company shall not be liable to the Customer for:- 14.4.1 any damage or injury to the extent that it is caused by or arises from the acts or omissions of the Customer, Third Parties or others (not being the Company s servants, agents or sub-contractors); 14.4.2 any loss or damage in circumstances where the Company has no control. 14.5 The Company shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or the Company has been advised of the possibility of the Customer incurring it. 14.6 Without prejudice to the foregoing generalities, the Company will not be held responsible for any losses arising 4

from the supply by the Customer or others of incorrect or incomplete information, or the Customer s or others failure to supply any appropriate information or the Customer s failure to act on the advice of the Company or respond promptly to communications from the Company or other relevant authorities. 14.7 The Customer s property and all property supplied to the Company by or on behalf of the Customer shall while in the possession of the Company or in transit to or from the Customer, be deemed at the Customer s risk unless otherwise agreed in writing. The Company s liability to the Customer or any other party for the loss including theft, or destruction or damage to any Customer property whilst in the possession of the Company will be limited to the replacement cost of the actual material. 19. Entire Agreement This Agreement set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral. 20. Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Scotland the courts of which shall have non-exclusive jurisdiction. 15. Assignment Neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. 16. Customer Satisfaction Satisfaction with the quality of the Works provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 01324 612181 or emailing us at info@apbdisplays.com.we undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. Should matters not be resolved to your satisfaction and any dispute arise in connection with the Agreement parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. 17. Remedies The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law. 18. Notices 18.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received:- a. if personally delivered, upon delivery at the address of the relevant party; b. if sent by first class post, two business days after the date of posting; c. if by email, when sent; provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day. 18.2 The addresses of the parties for the purposes of clauses 18.1.a. and 18.1.b are as stated in the Order Confirmation unless otherwise agreed in writing. 18.3 A party may notify the other party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of the above clause provided that such notification shall only be effective on: 18.3.1 the date specified in the notification as the date on which the change is to take place, or 18.3.2 if no date is specified or the date specified is less than five business days after the date on which notice is given, the date falling five business days after the notice is given. 5