1.

Interpretation

In these Conditions:-

"Contract" means the contract for the sale and purchase of the Products and/or the provision of Services;

"Customer" means the person who accepts the Company's quotation for the sale of Products or the provision of Services or whose order for the same is accepted by the Company;

"Materials" means the Products and other materials supplied or used in the course of the provision of Services;

"Products" means the products which the Company agrees to supply to the Customer in accordance with these Conditions;

"Services" means the supply, installation and repair of Products and other theatrical equipment.

2.

General

2.1

The Company shall sell Products and/or provide Services and the Customer shall purchase Products and or Services subject to these Conditions (save in so far as the same are varied by, or inconsistent with, terms expressly agreed by the Company in writing).

2.2

In the event of conflict between these Conditions and the Customer's terms and conditions, order or acceptance these Conditions shall prevail, unless otherwise expressly agreed by the Company in writing.

2.3

No variation to these Conditions shall be binding unless agreed in writing by the Company.

2.4

The Company's employees or agents are not authorised to make any representations concerning the Products and Services unless confi rmed by the Company in writing. In entering into the contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2.5

Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2.6

Any typographical, clerical or other error or omission in any catalogue or other sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.7

All descriptions and specifi cations, drawings and particulars of weights and dimensions issued by the Company in any catalogue or otherwise are approximate only, and are intended only to present a general idea of the Equipment to which they refer and shall not form part of the Contract. Due to continuing development, the Company reserves the right to change specifi cations without notice and to supply equipment of a similar design or functionality to the Product.

3.

Quotations and Prices

3.1

The price of the Products shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the Customer's order.

3.2

Quotations are exclusive of VAT and are valid for 30 days from the date of quotation and unless accepted within that period will be deemed to have been withdrawn.

3.3

The Company reserves the right to increase the quoted price to take account of:-

3.3.1

any increases in the cost of Products and Materials arising after the quotation date; and

3.3.2

any additional work (including work done outside normal working hours) not included in a quotation for Services but required as a result of the Customer's failure to give adequate information or instructions or as authorised by the Customer.

3.4

The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by them, and for giving the Company any necessary information relating to the Products and/or Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.5

The quantity, quality and description of and any specification for the Products and/or Services shall be those set out in the Customer's order (as accepted by the Company).

3.6

The Company reserves the right to make any changes in the specification of the Products and/or which are required to conform with any applicable safety or statutory requirements.

3.7

No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation

4.

Payment

4.1

Where the Company grants the Customer a credit facility, payment will be due 30 days from the date of the invoice.

4.2

Time of payment shall be of the essence of the Contract and the Company shall be entitled to recover the price notwithstanding that delivery might not have taken place.

4.3

Interest will be chargeable on invoices remaining unpaid following the due date at the statutory rate of interest specified by the Late Payment of Commercial Debts (Interest) Act 1998 where applicable and at 4% above the base rate of Bank of Scotland for the time being in all other cases.

4.4

The Company in its absolute discretion may from time to time offer Customers a discount for prompt settlement of invoices. The Company reserves the right to vary or withdraw any such discount without notice.

4.5

Without prejudice to any other right or remedy of the Company, the Company reserves the right to suspend delivery, or to terminate the Contract, if there is any outstanding liability owing to it by the Customer, or if in its opinion the Customer will not be able to meet any future or existing liability to the Company.

5.

Delivery

5.1

Unless otherwise agreed delivery of Products will be effected at the Company's premises.

5.2

Where the Company agrees to deliver the Products otherwise than at the Company's premises the Customer shall be liable to pay the Company's charges for delivery, packaging and insurance and delivery will be effected by the Company leaving the Products at the location specified by the Customer.

5.3

Any date agreed between the Company and the Customer for delivery of Products or for the commencement or completion of any Services shall be an estimated date only and the Company shall not be liable for any loss or damage occurring through any failure or inability to meet any such date. Provided that where Products are not delivered, or any Services are not commenced or completed, within 3 months of any estimated date for the same, the Customer shall be entitled to terminate the Contract by written notice, subject, in the case of non-completion by the Company, to payment by the Customer for any work done and materials used up to date of such termination on a quantum meruit basis.

5.4

The Company reserves the right to deliver in more than one consignment. In the case of delivery by instalments the Company shall be entitled to treat the Customer's failure to pay any invoiced amount on the due date for payment as repudiation.

5.5

If the Customer fails to take delivery of the Products or fails to give the Company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Company, the Company may:

5.5.1

store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

5.5.2

sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

5.6

The Company will refund the cost of, or in its sole discretion replace or repair, any Product proved to the Company's satisfaction to have been lost or damaged in transit prior to delivery, provided that the Customer provides the Company with details of any damage or missing Product within 7 days of the actual or agreed delivery date as the case may be.

6.

Risk and Title

6.1

Risk of damage to or loss of the Products shall pass to the Customer:-

6.1.1

in the case of Products to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Products are available for collection; or

6.1.2

in the case of Products to be delivered otherwise than at the Company's premises, at the time of delivery to the Customer or the Customer's carrier or, if the Customer wrongfully fails to take delivery of the Products, the time when the Company has tendered delivery of the Products.

6.2

Any goods comprised in, or left at the site of, an installation during the course of the provision of Services shall be at the risk of the Customer.

6.3

Notwithstanding delivery, title in the Products and/or Materials will not pass to the Customer until the Company has received payment in full for the said Products and/or Services and all other payments then due.

6.4

Until title in the Products and/or Materials passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Products and/or Materials to the Company and, if the Customer fails to do so immediately, to enter upon the premises of the Customer or any third party where the Products and/or Materials are stored and re-possess the Products and/or Materials.

6.5

Without prejudice to any other rights of the Company the Customer shall account to the Company for the proceeds of any resale of the Products and/or Materials.

6.6

The Customer will store the said Products and and/or Materials separately and identifiably until paid for and the Company shall be entitled at any time to require the Customer to deliver up the said Products and/or Materials to the Company and, if the Customer fails to do so immediately, to enter upon the premises of the Customer or any third party where the Products and/or Materials are stored and re-possess them.

6.7

The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products or Materials which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

7.

Warranty

7.1

Subject to clause 7.3, the Company warrants that the Products and/or Materials will correspond with their specification at the time of delivery. The Buyer shall be entitled to the benefit of any warranty or guarantee given by the manufacturer of the Products and Materials to the Company, provided that the Company itself does not warrant that the Products and Materials will be free from defects in design, material or workmanship.

7.2

Subject to clause 7.3, for a period of one year after completion of the Services the Company undertakes to repair any installation found to its satisfaction to be defective due to defects in the Company's poor workmanship.

7.3

The warranty in clause 7.1 and undertaking in clause 7.2 are given by the Company subject to the following conditions:

7.3.1

the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (oral or written), misuse or alteration or repair of the Products and/or installation without the Company's prior approval. In particular, all electrical products supplied by the Company must be installed by a qualified electrician and (say where the Company installs the Product itself) the Company shall not be liable for the incorrect installation of such Products;

7.3.2

the Customer acknowledges that, due to their nature, some products require expert handling and secure storage and, accordingly, the Company shall not be liable for any damage or injury howsoever caused resulting from the mishandling or improper storage of the Products by the Customer;

7.3.3

the Company shall be under no liability under clauses 7.1 and 7.2 above (or otherwise) if the total price for the Products and/or Service has not been paid by the due date for payment.

7.4

Subject as expressly provided in these Conditions, and except where the Products and/or Services are sold to a person dealing as a consumer all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Products and/or Services are sold under a consumer transaction the statutory rights of the Customer are not affected by these Conditions.

7.5

Any claim by the Company which is based on any defect in the quality or condition of the Products and/or Services or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery or completion, or (where the defect or failure was not apparent on reasonable inspection) within a reasonable period after discovery of the defect or failure. Where delivery is not refused and the Customer does not notify the Company in accordance with this clause, the Customer shall not be entitled to reject the Products and/or Services, the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Products and/or Services had been delivered in accordance with the Contract.

7.6

Where any valid claim in respect of any product or service is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Product (or the part in question) and/or rectify the defect in the Service provided free of charge, or, at the Company's sole discretion, refund to the Customer the price of the Product or Service (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

7.7

Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty, law or under the expressed terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of Products and/or Services or their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Product and/or Service supplied, except as expressly provided in these Conditions.

8.

Variations

Description of Products and Services supplied are subject to variation by the Company without notice. Immaterial variation shall not permit the Customer to reject the Products or Services.

9.

Customer Designs

Where an installation or other Service is supplied in accordance with the Customer's specification, the Customer warrants to the Company that it has full authority to so instruct the Company.

10.

Force Majeure

The Company will not be liable for any failure to perform, or any variation in performance, attributable to accidents or circumstances beyond the reasonable control of the Company and in particular without limitation, industrial action, civil commotion, riot, invasion, war, threat of or preparation for war, shortage of materials, fire, explosion, storm, flood, earthquake, subsidence or other natural physical disaster, epidemic, act or restraint of government and any failure by sub contractors or suppliers to perform.

11.

Customer's Exclusion and Indemnity

11.1

The Customer shall not by notices or otherwise purport to limit its liability to employees, agents or sub-contractors of the Company whilst attending the premises of the Customer and shall indemnify the Company against claims by its employees, agents or sub-contractors in respect of death or personal injury suffered by them whilst so attending or whilst attending premises of any third party at the request of the Customer.

11.2

All Products and Services are sold subject to the requirements that the Customer shall give the following undertaking:-"We undertake to make available to those persons who will use these Products and/or operate these installations, all information concerning the Products and/or installations which we shall receive from the Company or manufacturer and we further undertake to ensure that such information is utilised to render, so far as it is reasonable practicable, the Products and/or installation safe and without risk to health when properly used."

12.

General

12.1

These Conditions constitute the entire agreement between the parties and supersedes any previous arrangement or understanding. All other terms and conditions, expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

12.2

No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.

12.4

Any notice hereunder shall be in writing and may be served by sending it by pre-paid first class letter post or delivery if (in the case of a limited company) to the address stated herein, and in any other case, to the last known address of the addressee. In proving service of any notice it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Service shall be deemed to be effective at noon of the second business day following the day of posting and any notice delivered to an address by hand shall be deemed to be effective from the date of such delivery.

12.5

English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English Courts.