TERMS & CONDITIONS
1. In these conditions unless the context otherwise appears the following words and expressions shall have the following meanings: –
“These Conditions” Means the conditions of hire, sale & manufacture herein contained.
“The Company” Means Breathe Production Ltd including Breathe Expo a division of Breathe Production Ltd, Registration number 04813674.
“The Customer” Means the person, firm or company agreeing to contract work, hire of Equipment, purchases and services from the Company.
“The Equipment” or “Materials” Means all items specified on any quotation together with any accessories and any part or parts of the same.
“The Technician(s)” or “Crew” or “Labour” Means the employee(s) or Subcontractor(s) of the Company.
“The Contract” Means the agreement between the Company and the Customer for the contract work, hire, sales and manufacture.
2. The Contract is subject to these conditions that supersede all previous communications, representations and Contracts whether written or oral and no additions or alterations to these conditions shall be binding on the Company unless agreed to in writing and signed by a duly authorised officer or employee or agent of the Company. Any terms and conditions proposed by the Customer shall only apply if the same have been agreed by or on behalf of the Company in accordance with the provisions of this paragraph and in the case of any conflict between such terms and conditions and these Conditions the later shall prevail. Writing includes letter, email, text and other comparative means of communication. The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions that the customer purports to apply under any purchase order, confirmation of order, specification or other document).
3. The Company endeavours to ensure that the Equipment is sound and in good order and condition at the time of delivery to or collection by the Customer but it shall be the responsibility of the Customer to ensure that the Equipment is fully suitable in all respects (including type and condition) for the purpose for which it is hired. Upon delivery or collection, the Equipment shall be examined and checked by the Customer before being taken into use and if found to be defective or deficient will be replaced or defects or deficiencies remedied by the Company without additional charge but in no circumstances shall the Company be liable for any loss or damage of whatever kind however caused arising out of or in connection with the use of or the inability to use the Equipment. The Customer shall use or cause to be used the Equipment in a skilful and proper manner and shall at his own expense keep it in good and substantial repair and condition (save for fair wear and tear) and further shall take all precautions necessary to ensure its safety and security. The Customer will not open the outer case (if any) of the Equipment or of any item or part thereof nor interfere in any way with the Equipment or the mechanism thereof or any nameplates or signs or serial numbers thereon and will not expose the Equipment to the elements (in particular to salt water and spray) and will keep the Equipment protected in all respects. Unless the same shall have been caused by the wilful default or wilful misconduct of the Technicians any loss of or damage to the Equipment including loss or damage caused by non-familiarisation or misuse of the same is the sole responsibility of the Customer who will be charged with the cost of repair or full replacement value of the Equipment as the case may be. The Customer must not repair or attempt to repair or request a third party to repair or attempt to repair the Equipment.
4. Any order or instruction required to be given to the Company by the Customer shall be given by him or his duly authorised agent in writing. If given orally it shall be confirmed in writing to the Company within three days. The Company shall not be liable for the consequences of any inaccuracies or misunderstandings resulting from any order or instructions by the Customer not received by the Company in writing or so confirmed. The Customer shall be solely responsible for any statement, representation, order, instruction, guidance or advice made or given by the Customer to any Technician.
5. The Equipment shall be delivered and collected at such time and place as shall be mutually agreed between the Company and the Customer. If delivered to the Customer the signature of any person, purporting to be any employee of the Customer shall be sufficient evidence of delivery. The Company shall use its best endeavours to comply with any time schedules but will accept no liability for non-delivery of Equipment or non-arrival of Technicians by a specific time or date or within a specified time from receipt of order. The Company shall not be liable for delays due to unforeseen circumstances or due to causes beyond its control including but not limited to acts of nature, acts of government, labour disputes and delays in transport.
6. Unless otherwise agreed in writing between the Company and the Customer it shall be the responsibility of the Customer to return the Equipment to the Company on termination of the hire. If the Company agrees to collect the Equipment on termination of the hire the Customer shall remain fully responsible for the safety protection repair and condition (subject as aforesaid) of the Equipment until it is in the possession of the Company.
7. During the continuance of the Contract the Customer shall pay to the Company by way of rent for the hire of the Equipment and the Technicians the Company’s hire charges shown in the Company’s hire catalogue current from time to time or such other hire charges as may have been agreed in writing between the Company and the Customer. For the avoidance of any doubt the Customer shall be liable for payment of hire charges as from the time for which the Equipment is ordered (which shall be the commencement of the hire period) until either (i) the time of its return to the Company or (ii) if the Equipment is lost or stolen or is otherwise irrecoverable or is damaged then in any such case the time of its replacement or repair and the Company undertakes to replace or repair the same as soon as reasonably possible. A 24-hour period or part constitutes one day’s hire.
8. The Equipment should not be moved from the agreed location for delivery unless otherwise agreed in writing. Without the previous consent of the Company, Equipment must not be used on any abnormal or hazardous assignment, taken out of the United Kingdom or taken from the ground other than on a regular scheduled flight by any airline recognised by I.A.T.A. The Customer shall be solely responsible for obtaining all customs clearance licences and permits as shall be necessary to take the Equipment out of the United Kingdom. If any Equipment taken out of the United Kingdom is lost or damaged or breaks down the Company agrees to replace the same or similar, the Company’s liability shall only extend to delivery of any replacement at an address in the United Kingdom if originally delivered. If the Customer collects, the Company’s liability shall only extend to the collection address.
9. In addition to the hire charges for the Equipment the Customer shall pay all delivery charges.
10. On acceptance of the contract, the customer will be required to pay a deposit to secure the booking (as detailed below), to allow for Pre-Production work to start including booking travel, accommodation and carrying out manufacturing works as required for the event. The deposit is required on the date specified in the contract so not to forfeit work being delivered on time for the event.
10.1 EXHIBITIONS: 50% deposit required, remaining due 4 weeks after delivery date.
10.2 PRODUCTION: 50% deposit required, remaining due 4 weeks after delivery date.
10.3 INSTALLATIONS: 50% deposit required, additional 30% due 30 days before handover/delivery, remaining due 14 days after handover/delivery date.
10.4 DIGITAL: 50% deposit required, remaining due 4 weeks after delivery date.
11. The Customer shall pay Value Added Tax at the rate of 20% where applicable on and in addition to all charges due to be paid by the Customer to the Company under the terms of the Contract.
12. Without prejudice to any other right or remedy available to the Company in the event of the cancellation or postponement of an order by the Customer the Company reserves the right to make a cancellation charge, as follows:
12.1 EXHIBITIONS: The event including all equipment, materials & labour cancelled within 3 months prior to delivery will be charged at 25% plus applicable charges as below. If event is postponed, deposit will remain with Breathe Production Ltd until event is rebooked
12.2 PRODUCTION: The event including all equipment, materials & labour cancelled within 6 weeks prior to delivery will be charged at 25% plus applicable charges as below. If event is postponed, deposit will remain with Breathe Production Ltd until event is rebooked
12.3 INSTALLATIONS: The event including all equipment, materials & labour cancelled prior to installation, deposit is non-refundable and will be subject to applicable charges as below.
12.4 DIGITAL: The event including all equipment, materials & labour cancelled within 8 weeks prior to delivery will be charged at 25% plus applicable charges as below. If event is postponed, deposit will remain with Breathe Production Ltd until event is rebooked.
12.5 In the event of postponement, storage charges for specific items purchased or manufactured for the event would be charged.
12.6 Applicable charges: Equipment/materials transport, crew travel, accommodation reservations, printing, graphics, manufactured products including bespoke staging, items, sets and exhibition stands made/purchased specifically for the event, special facilities/equipment and labour booked in advance on the Customers behalf will be charged in full in the event of cancellation.
13. Where the Company is Hired to supply, manufacture & build an exhibition stand, set, backdrop, scenic, specific item for the event and a deposit is paid by the Customer prior to the delivery date of the event, the deposit for this items will not be recoverable in the event of cancellation.
14. All hire and other charges are net and unless otherwise agreed in writing, between the company and the Customer shall be due and payable within 30 days of the invoice date. If any hire charge or other sum due to the Company shall not be paid by the Customer on the date when the same shall be due and payable the Customer shall be liable to pay interest upon such hire charge or other sum at the rate of (5% per annum above the base rate of Lloyds TSB.) from time to time during the period in which interest is payable from the due date until the actual date of payment.
15. Any discount given is subject to full payment within agreed terms.
16. The Equipment hired to the Customer remains at all times the property of the Company and the Customer shall have no right title or interest therein save that of a Customer thereof under these Conditions. The Customer shall not sell or offer for sale assign mortgage pledge underlet lend or otherwise deal with the Equipment or any part or parts thereof or deal with the Customer’s interest under these Conditions which interest is personal to the Customer and the Customer will keep the Equipment in his own possession for his own use and will not allow any lien or other encumbrance to be created in respect of the same.
17. The amount of the deposit (if any) shall be returned to the Customer without interest when the Equipment has been returned to the Company and all charges and other monies due to the Company under the terms of the Contract have been paid.
18. The Contract may be determined by the Company forthwith by written notice given by the Company to the Customer to that effect on the happening of any of the following events namely if the Customer fails to pay any charges hereunder within seven days of the same having become due (whether demanded or not) or fails to observe or perform any other of these Conditions or if the Customer commits any acts of bankruptcy or being a company goes into liquidation or has a Receiver or Administrator appointed in respect of the whole or any part of its undertaking or assets or is subject to a Receiving Order or makes any arrangement with or assignment for the benefit of the Customer’s creditors or if distress is levied or threatened on any of the Customer’s property or if the Customer abandons the Equipment.
19. The termination of the Contract and the hire thereby created for any reason whatsoever shall not affect any other right or remedy of the Company against the Customer and without prejudice to the generality thereof shall not affect the right of the Company to recover from the Customer any hire charges and other monies due to the Company at the date of such determination and shall not affect the Company’s right to recover damages from the Customer in respect of any breach of these Conditions.
20. Any time or other indulgence granted by the Company to the Customer shall not affect the rights of the Company under the Contract.
21. The Company shall not in any circumstances be liable to the Customer or any third party for any claims in respect of loss of profits special damage or any consequential loss whatsoever or be under any liability for or in respect of loss or damage to persons or property howsoever caused whether arising directly or indirectly from the hire or use of the Equipment by the Customer.
22. The Company reserves the right to subcontract all or any part of the Customer’s order and to assign or otherwise deal in any way whatsoever with the Company’s interest in the Equipment and the Contract.
23. The Customer is advised not to use any original materials on in or in connection with the use of the equipment and the Company cannot accept any responsibility in connection with any loss or damage to or in respect of the same.
24. The Technicians in the course of their duties on behalf of The Customer may well be exposed to information about The Customer’s business. The Company undertakes that all such information will remain entirely confidential and will not be disclosed to any third party except in circumstances in which they are required to disclose information by law.
25. Any typographical or clerical error or omission in documents issued by the Company may be corrected without liability on its part.
26. Should the equipment develop a fault during the hire period a reasonable amount of time will be required to replace the item depending on stock levels and location. The Customer takes on responsibility to build this factor into their schedule whilst every effort will be endeavoured to replace or repair the item by the Company. The Company accepts no responsibility for consequences and costs relating to equipment becoming faulty. It is at the Company’s discretion to refund any hire cost for the faulty item.
27. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.
28. Any dispute arising under or in connection with this Contract shall be the subject of the jurisdiction of the English Courts and this Contract shall be governed by the laws of England
29. (i) The Customer undertakes to Insure all hired Equipment supplied by the Company at its full replacement value against physical loss or damage from the time it leaves the Company’s premises until it is returned to the Company’s premises, or from the time it is delivered to the time it is collected from the Customer by the Company or the Technician. Such Insurance may at the option of the Customer be affected either by the Customer or by the Company on the Customer’s behalf. Where the Customer effects Insurance the Customer shall ensure the Company’s interest is noted by Insurers and shall notify the Company accordingly and give such other details of the policy or policies as the Company may require. Particulars of replacement values will be supplied by the Company on request. Any Insurance arranged by the Customer shall be in terms not less favourable than the terms of the Company’s Insurance.
(ii) Where the Customer does not affect its own Insurance the Customer shall notify the Company prior to the hired Equipment leaving the Company’s premises and the Company will effect Insurance corresponding to the terms of Insurance on the Customer’s behalf. This will be in the form of a percentage of the Equipment hire charge and may vary as from time to time. It must be noted that the Customer is required to pay the first £750 of each claim for any loss and that while the cover which the Company can effect represents the maximum cover available on a general basis under present conditions, the Customer will nevertheless remain liable for additional hire charges and for all risks of loss or damage (including for example war risks) without limitation. A charge will be made by the Company to the Customer in respect of such Insurance. The Customer undertakes to make full disclosure of all material circumstances affecting such Insurance (For example overseas or hazardous or abnormal use or use which may expose Equipment to the elements or use involving non-scheduled aviation) and undertakes not to do or omit to anything which would have the effects of invalidating such Insurance. Any such disclosure must be made or confirmed by letter sent to the Company by recorded delivery to reach it in sufficient time for underwriters to be consulted.
(iii) In the event of any loss, theft or damage the Customer must notify the Company as soon possible within a period of 24 hours. In the case of theft or loss the Police must be informed at the first opportunity, failure to comply invalidates the cover.
Breathe Production Ltd, Unit 3, Park Farm Business Estate, Compton Verney, Warwickshire, CV35 9HJ
Registered in England no: 04813674 | VAT registered no: 837537694
Updated June 2021
