Terms and Conditions
CONTRACT TERMS AND CONDITIONS
1 INTERPRETATION
1.1 Term is the period from delivery commencing until collection concludes.
1.2 Payment is the total due as set out according to this contract.
1.3 Until this Contract is signed, the Payment detailed in this contract is a Quotation, valid for 15 (fifteen) days from date of issue.
1.4 The Customer includes any person acting on their behalf, to include employees, agents, servants and/or subcontractors.
1.5 Delivery date is when the Deliverables are to be delivered to, as detailed in this contract.
1.6 Location is where the Deliverables are to be delivered and/or displayed, as detailed in this contract.
1.7 The Deliverables include any services or physical assets supplied, whether rented or sold, as detailed in this contract.
1.8 This Contract shall only come into force when the Supplier confirms acceptance in writing to the Customer.
1.9 The Territory is the geographic limit of any rights assigned to the Customer by the Supplier. For this Contract, the Territory is defined as the country of the United Kingdom.
1.10 Schedules are additional documents, and form part of this Contract as if set out in full in this Contract. Any reference to this Contract includes the Schedules.
1.11 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.12 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and words denoting any gender include all genders.
1.13 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assignees.
1.14 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.15 Prohibited Theme shall mean any reference to Drugs, Alcohol, Tobacco, or any other material that is materially ill-suited to a connection with a children’s’ toy.
1.16 A reference to writing or written includes fax.
1.17 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.18 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 TERMS OF USE
2.1 Subject to earlier termination in accordance with the terms of this agreement, The Customer is permitted to use The Deliverables for the Term.
2.2 The Customer shall use the Models and any other equipment provided by The Supplier and shall produce and put on The Deliverables in accordance with the terms of this agreement, in accordance with all applicable laws and any other requirements which may be notified to The Customer by The Supplier or by LEGO Corporate Legal Group from time to time.
2.3 The Customer may charge any fee they see fit to a third party or to members of the public to visit The Deliverables at the location
2.4 The Customer shall not replicate the Models or The Deliverables
2.5 The Customer may rent The Deliverables to a third party or display The Deliverables at The Location. The Customer may NOT re-license or sub-license The Deliverables to a third party without prior written permission from The Supplier.
2.6 The Customer may promote The Deliverables in any market through the use of any media that The Customer sees fit, provided that such media must not promote or be associated with a Prohibited Theme and details of such promotion must be sent to The Supplier for prior written approval. All costs associated with any marketing will be at The Customer’s expense. The Customer must obey the following terms when marketing or promoting The Deliverables in any way, together with any additional reasonable requirements which may notified by The Supplier in writing from time to time:
2.7 Whether it may prove necessary mentioning the creator, The Customer must NOT state, suggest or imply that they, or any other party than The Supplier, is the creator of The Deliverables or any of the LEGO models or content therein.
2.8 The design of all Models, custom LEGO sets, mosaics and any other LEGO brick built items which may be produced by The Supplier remains the intellectual property of The Supplier.
2.9 The Customer must NOT alter, add to or in any way modify any of the LEGO Models in The Deliverables without prior written consent from The Supplier.
2.10 The Customer shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the intellectual property rights of The Supplier or LEGO or the reputation or goodwill associated with such intellectual property rights or with The Supplier or LEGO, or that may invalidate or jeopardise any registration of any registered intellectual property rights.
2.11 No elements from The Deliverables may be combined, in any way, with any non-LEGO products. The Customer shall not sell, use, display or promote (directly or indirectly) any products which are similar to LEGO products at The Location where The Deliverables is being displayed or used or in any marketing campaign which relates to The Deliverables.
2.12 Note that ONLY approved consumables may be used. i.e. ONLY LEGO® brand bricks may be used within the Deliverables area or sold in related retail outlets.
2.13 Where the deliverables comprise a packaged exhibition tour, no additional LEGO or non-LEGO items may be added to the exhibition in the same display space, or under the same marketing without consent from the Supplier
2.14 Additional LEGO models may not be displayed in conjunction with the Deliverables without consent from the supplier.
3 GENERAL
3.1 These Contract Terms and Conditions shall apply to the Contract and shall supersede any other documentation or communication between parties.
3.2 Any changes to this document must be made in writing and signed by both Parties.
3.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Deliverables, by virtue of any statute, law or regulation.
3.4 Any reference in these Terms and Conditions to legislation, statute, regulation or provision thereof shall be construed as a reference to that legislation, statute, regulation or provision as amended, enacted or extended at the relevant time.
3.5 Any typographical, clerical or other error or omission in any sales literature, quotation or price list, acceptance of offer, invoice, website or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4 LICENCE
4.1 The Supplier hereby grants the Customer a non-exclusive licence to make use of the Deliverables in the Territory for the duration of the Term. Title to the Deliverables remains with the Supplier at all times, except where the Deliverables have been purchased outright by the Customer and full payment has been made. Where hired, the Customer has no right, title or interest in the Deliverables except that it is hired to the Customer for the Term.
4.2 The Customer must not deal with the title or any interest in any Deliverable unless outright purchased has been completed. This includes, but is not limited to: selling, assigning, mortgaging, pledging, charging, securing, hiring, exercising a lien and/or lending.
5 SHIPPING, STORAGE AND DELIVERY
5.1 The Models will be packed by The Supplier as necessary, details of which are within the attached schedules. The Supplier will confirm to The Customer the equivalent volume of shipping containers that the plinths, flight cases and all other materials for The Deliverables will require to be transported. Unless otherwise agreed in the fee and outlined in the schedule, it will be the responsibility of The Customer to agree a date for collection with The Supplier and to provide suitable shipping for transportation of The Deliverables on that date to any location where The Customer has arranged for it to travel. All costs associated with shipping will be met by The Customer.
5.2 Where delivery is not included, The Customer will be responsible for all shipping costs, including any storage containers, additional packaging materials or other costs to move The Deliverables from The Supplier to a location where The Customer has arranged for The Deliverables to visit. The Customer will also be responsible for all shipping costs, including any storage containers, additional packaging materials or other costs to move The Deliverables from any one location to another during the Term.
5.3 Where the Supplier agrees to deliver and collect the Deliverables, the Supplier may or may not charge a reasonable price to be confirmed before delivery, according to this contract. Prior to delivery, the Supplier shall ensure that the Deliverables subject to hire is in good working order.
5.4 The Customer shall be responsible for any and all taxes or import duties associated with moving The Deliverables to locations outside the UK. The Supplier will provide any information required by The Customer for the purposes of shipping The Deliverables to any location as such time as the information is required. The Supplier is not responsible for any failure of The Deliverables or any sub-part thereof to clear customs in any destination outside the UK, for whatever reason.
5.5 The Deliverables requires experienced LEGO builder(s) from The Suppliers’ team to oversee the installation and tear-down of The Deliverables. It is a requirement, therefore, that The Suppliers’ staff is in attendance at each installation and tear down of The Deliverables. To allow The Supplier to arrange for a staff to be available, The Customer shall provide The Supplier with at least 30 days’ prior written notice of each date for installation and tear-down of The Deliverables.
5.6 Outside of the mainland UK, all travel and accommodation expenses for this staff member to be present will be paid for by The Customer. The Suppliers’ staff will fully co-operate with The Customer’s production manager for the load-in/out of The Deliverables. The total number of staff required for the set-up and teardown of The Deliverables is outlined in the schedule.
5.7 Dates given for the delivery of Deliverables are estimates only and not guaranteed until the signed receipt of this contract. Time for delivery shall not be of the essence of the Agreement and the Supplier shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
5.8 Unless collection of The Deliverables by The Supplier is specified in the schedule then The Customer shall deliver The Deliverables and the Models and any other equipment provided by The Supplier to such address as The Supplier requires, at the end of the Term in the same condition as it was provided at the outset of the Term. Failure to return The Deliverables in this condition will result in The Customer being charged for The Supplier to return The Deliverables to its original condition. The Supplier does, however, accept that The Deliverables may, at the end of the Term, show reasonable wear-and-tear; in this case, it will be considered as ‘same condition as it was provided at the outset of the Term’ and attract no charge to The Customer.
5.9 Where delivery and collection are not included, the risk of loss, theft, damage or destruction of the Models and any other equipment provided by The Supplier shall pass to The Customer on collection of The Deliverables from storage at The Supplier’ facilities. The Equipment shall remain at the sole risk of The Customer during the Term and any further term until such time as the Models and any other equipment provided by The Supplier is redelivered to The Supplier (Risk Period). During the Risk Period, the Lessee shall, at its own expense, obtain and maintain the correct insurances, comparable to those for any hired equipment as shown in this contract. This shall apply even if the Supplier has agreed to cease charging for the hire of the Deliverables.
6 DELIVERABLES
6.1 The Deliverables are as described in the Quotation.
6.2 Any variation to the Deliverables must be agreed by the Supplier in writing.
6.3 The Deliverables shall commence on the start date specified in the Quotation and shall continue until the finish date specified in the Quotation or until terminated in terms of this Agreement.
6.4 The commencement of the Deliverables is dependent on the Supplier having adequate materials and labour available at the anticipated start date and the Customer giving the Supplier reasonable notice of the intention to require the Deliverables.
6.5 The Deliverables shall be carried out at the Site or any other location that the Supplier agrees with the Customer in writing.
6.6 The Supplier reserves the right to make any changes to the specification of the Deliverables as described in the original Quotation which may be required to conform to any safety or other statutory obligations that become applicable.
7 MAINTENANCE
7.1 Where any part of the Deliverables are hired to the Customer (i.e. tangible assets to be returned, such as Deliverables, models, or LEGO bricks), all clauses in this section apply. This section does not apply to any Deliverables that are purchased outright, or are non-tangible such as Deliverables, electronic documents, and consultancy.
7.2 Any minor repair to models, plinths and packaging will be carried out by The Supplier each time The Deliverables is set up or torn down at no cost to The Customer. More serious damage caused during the rental of The Deliverables will incur additional charges at The Supplier’ standard rate of £500 plus VAT per day for work carried out at The Supplier’ workshop. The decision as to whether work constitutes general wear-and-tear or more serious damage will be at the sole discretion of The Supplier (acting reasonably).
8 SUPPLIER OBLIGATIONS
8.1 The Supplier shall supply the Deliverables as specified in the Quotation and in these Terms and Conditions.
8.2 The Supplier shall perform the Deliverables with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
8.3 The Supplier shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Customer of any significant changes.
8.4 The Supplier shall ensure that the Deliverables is sound and adequate for the purpose requested by the Customer.
8.5 The Supplier shall ensure that the Deliverables meets all statutory obligations and industry guidelines.
8.6 The Supplier shall provide, where necessary, all safety certificates and agreements.
9 CUSTOMER OBLIGATIONS
9.1 The Customer agrees to cooperate with the Supplier at all times.
9.2 The Customer shall not permit any other person to use or display the Deliverables without the express permission of the Supplier.
9.3 The Customer must not use or transport the Deliverables outside of the original delivery country without the permission of the Supplier.
9.4 The Customer must check the Deliverables at the start of the period of hire and report any faults within 24 hours. Any defective or substandard Deliverables will be replaced upon its return and no charge will be made for the first 24 hours. Where the Supplier delivered the Deliverables the Supplier will collect the defective Deliverables.
9.5 The Customer must use the Deliverables in a skilful and proper manner and not use the Deliverables for any purpose beyond its capacity.
9.6 The Customer shall maintain adequate insurance policies to cover all liabilities as set out in these Terms and Conditions.
9.7 During the period of hire, the Customer must keep the Deliverables properly maintained and repaired and ensure its security and safekeeping.
9.8 The Customer must read any relevant operating and safety instructions supplied with the Deliverables and only use the Deliverables or fit any accessories in accordance with those instructions.
9.9 The Customer shall ensure that the correct voltage is used for any electrical machinery hired as Deliverables.
9.10 The Customer shall ensure that the correct fuel is used in any machinery hired as Deliverables where appropriate.
9.11 The Customer is responsible for arranging and funding any electrical safety testing of the Deliverables as installed, if required.
10 CUSTOMER OBLIGATIONS FOR HIRED MODELS, DISPLAYS AND EQUIPMENT
10.1 The Deliverables, the Models and any other equipment provided by The Supplier shall always remain the property of The Supplier, and The Customer shall have no right, title or interest in or to The Deliverables, the Models and any other equipment (save the right to put on The Deliverables and to use the Models and any other equipment in connection with The Deliverables, subject to the terms and conditions of this agreement).
10.2 The Customer must immediately inform the Supplier of any breakdown of the Deliverables or any problem affecting the working of the Deliverables and return such Deliverables as soon as possible to allow the Supplier to repair or exchange it. In the case where the Supplier delivered the Deliverables, the Customer must notify the Supplier of a suitable time when the Supplier may collect the Deliverables for repair or exchange.
10.3 No charge shall be made for the hire of the Deliverables during the period that it is not in working order.
10.4 The Supplier shall be entitled to replace the Deliverables with Deliverables of a similar type where the Deliverables has broken down and is not immediately repairable.
10.5 Where no replacement Deliverables is immediately available or where the replacement Deliverables is not satisfactory the Customer will be entitled to terminate the hire and claim for a refund for the period during which the Deliverable was out of order or may hire replacement Deliverables at dates to be agreed in the future;
10.6 The Customer shall allow the Supplier access to inspect the Deliverables upon reasonable notice at any time.
10.7 The Customer must keep the Deliverable in its own possession at the Site.
10.8 The Customer must return the Deliverables in the same condition as when it was supplied to the Customer, reasonable wear and tear excepted. The Supplier shall be allowed to charge for the cleaning and/or restoration of any Deliverables not returned in a good and proper condition. These charges will be limited to the insurance value of the relevant Deliverables and the Customer will be informed of these costs within a maximum of 7 days of the end of the hire period.
10.9 Where any loss, damage or theft occurs because the Customer has failed to look after the Deliverables the Customer will pay the Supplier the cost of the Deliverables on a ‘new for old’ basis according to the current list price.
10.10 If Hired by the Supplier, The Customer must inform the Supplier immediately of any accident involving the Deliverables resulting in injury to persons or damage to property.
10.11 If Hired by the Supplier, The Customer must inform the Supplier immediately of any loss, theft or damage to the Deliverables.
10.12 The Customer must assist the Supplier and its insurers as far as reasonably possible where there is any loss, theft or damage to the Deliverables, including reporting any theft to the police.
10.13 If Hired by the Supplier, The Customer must not repair the Deliverables without the prior written consent of the Supplier.
10.14 The Customer agrees to pay solicitors fees and court costs involved on behalf of the Supplier in having to take any legal action to recover either the Deliverables, the value of the Deliverables or repair costs through the Customer not complying with the terms and conditions of hire. This also applies to any outstanding Fees accrued in this period.
10.15 The Customer shall not remove items from any supplied cases, or cases items are installed into, without the prior consent of the Supplier.
10.16 The Customer will provide adequate security for any Deliverables not supplied with associated display cases, or installed into existing display cases. Namely:
10.16.1 Provide an acceptable security plan compatible with the type and value of Deliverables, the Deliverables design and the venue’s layout, and to the risks identified.
10.16.2 Ensure before the arrival of the Deliverables that all external doors and windows at its premises are fitted with locks and security alarms in good working order.
10.16.3 Ensure that sufficient staff members are on duty to keep the Deliverables and all exits from the Deliverables area under constant and effective supervision at all times when the Deliverables is open to the public, and at any other time when persons other than authorised staff are in or near the Deliverables area.
10.16.4 Place signs that are clearly visible and legible around the Deliverables area, to advise visitors where they may or may not, under any circumstances, touch any Deliverables.
10.16.5 Ensure that all external doors and windows are locked and that all security alarms are active at all times when its premises are unattended
10.16.6 Ensure that alarm systems are monitored continuously, by the nearest police station or by an accredited security company.
10.17 The Customer will provide adequate disaster protection for the Deliverables, namely:
10.17.1 Obtain any and all fire safety certificates or agreements;
10.17.2 Take all reasonable steps to protect Deliverables from fire and flood;
10.17.3 Provide details of fire certification upon request;
10.17.4 Provide details of fire alarm and smoke detection system upon request;
10.17.5 Provide a copy of the venue's disaster plan and other related information upon request;
10.17.6 Take account of the Supplier’s stipulations in terms of the level of fire detection required;
10.17.7 Take account of the Suppliers’ recommendations of the type of fire extinguishers required;
10.17.8 Identify which (if any) Deliverables to be rescued in the event of a disaster, in the same way as its own material is identified in its Disaster;
10.17.9 Keep the Supplier fully informed on fire precautions, by providing copies of any report by the Fire Officer, of approval of the installation, etc.
10.18 The Customer will ensure that the Site must have a stable climate. Unless otherwise specified in the Agreement, the environmental conditions should be 18 - 25° C with fluctuations of no more than 4 degrees in 24 hours, and 40% - 65% RH (Relative Humidity) with fluctuations of no more than 5% RH within one hour.
10.19 The Customer must ensure environmental and/or display conditions stipulated in the Agreement and associated Schedules are maintained 24-hours a day, 7 days a week throughout the loan period.
10.20 Relative humidity, temperature and light levels should be monitored throughout the loan period in the Site by the Customer.
10.21 The Customer will ensure that the Deliverables are not stored or used near any radiators, air conditioning equipment, heaters, boilers, fires or other sources of heat, pollution, or in areas where smoking or eating is permitted. The Deliverables should be protected at all times from damage by sunlight, rain, snow, and vibration by the Customer.
10.22 No eating, drinking or smoking is permitted in the Site.
10.23 The Deliverables should only be illuminated during the opening hours of the Deliverables.
10.24 The Supplier has the right of veto over The Location of any installation of The Deliverables on the grounds of physical unsuitability, security or health and safety. To make such a determination The Supplier must be informed of any details it requires relating to The Location where The Deliverables will be placed following a request from The Supplier specifying the details that it requires. The Supplier will not unreasonably withhold permission to place The Deliverables in a given venue, nor will it give such decision any later than 2 months prior to the opening of The Deliverables at The Location (provided The Customer provides the information to The Supplier no later than 3 months prior to the opening of The Deliverables in The Location, or within such other time as the parties agree).
10.25 The Customer must ensure that all plinths, Perspex covers and stands are clean and free from excessive dirt or any waste products at the end of each rental that The Customer carries out.
11 PAYMENT
11.1 Payment shall be made from The Customer to The Supplier
11.2 The price for Deliverables is as specified in this Contract and is exclusive of VAT any other charges or requirements as outlined in the Contract and required by law.
11.3 The terms for payment are as specified in this Contract.
11.4 A Deposit as specified in the Contract shall be payable by the Customer to the Supplier in advance of the provision of the Deliverables to be held as security by the Supplier for the duration of the Agreement. On termination of the Agreement the Deposit shall be refundable in full to the Customer less any amounts deducted to cover damage, loss, payments due or other costs covered by this Agreement.
11.5 The Customer must settle all payments for Deliverables immediately in full by BACS or other electronic bank transfer. The Supplier does not accept company cheques or payments in non sterling currencies
11.6 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.7 If The Customer fails to make a payment due to The Supplier under this agreement by the due date, then, without limiting The Supplier’ remedies under this agreement, The Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment and The Supplier shall be entitled to suspend the hire granted under this agreement until such time as payment in full has been made.
11.8 Interest under this clause will accrue each day at the greater of (a) 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0% or (b) the statutory rate of interest from time to time under the Late Payment of Commercial Debts (Interest) Act 1998.
11.9 The Supplier is entitled to recover all reasonable expenses incurred in obtaining payment from the Customer where any payment due to the Supplier is late.
11.10 The Customer is not entitled to withhold any monies due to the Supplier.
11.11 The Supplier is entitled to vary the price to take account of:
11.11.1 any additional Deliverables requested by the Customer which were not included in the original Quotation;
11.11.2 any additional work required to complete the Deliverables which was not anticipated at the time of the Quotation;
11.11.3 any reasonable increase in transport costs, materials or Deliverables required by the Supplier to provide the Deliverables;
11.11.4 and any variation must be intimated to the Customer in writing by the Supplier.
11.12 Fees are quoted on the understanding that the Deliverables shall be provided during the pre-agreed hours. Should the Customer request the Deliverables be provided outwith these times then additional charges to cover over-time shall be payable in addition to the quoted Fees.
11.13 Should the Customer fail to pay the Fees in accordance with these Terms and Conditions the Supplier is entitled to remove all Deliverables from the Site without notice.
11.14 The period of hire is as detailed in the Quotation and no credit will be given or monies refunded by the Supplier to the Customer if the Customer deems not to require the Deliverables for the agreed time.
11.15 Cancelled orders are subject to a charge of 100%.
11.16 Amendments to orders may be made within, a period as stated in the quotation, of the date for delivery or collection.
12 TRAVEL
12.1 Where travel costs are explicitly included in this Contract, the following restrictions apply;
12.2 All travel must be booked by Warren Elsmore Ltd and charged back at cost.
12.3 Hotels must be of a minimum of a 3 stars, with en-suite rooms and restaurant facilities
12.4 All air travel shall be Economy Class flights for any flights scheduled under 8hrs and business class for flights scheduled for longer than 8hrs
12.5 All rail travel shall be Second Class Rail for any trains scheduled under 4hrs and first class for any trains scheduled over 4hrs.
12.6 Car journeys shall be charged at the rate of £0.45 per mile plus parking fees and tolls.
12.7 Hotel bills, including breakfast and dinner, shall be reimbursed as required subject to a maximum of £20/night
12.8 Air carriers shall not be subject to any bans by EC or US authorities.
12.9 Warren Elsmore Ltd retains the right to refuse to utilize certain low cost carriers, namely Ryanair.
13 LIABILITY
13.1 Where installation has been overseen by The Supplier, The Supplier warrants that at the time installation is approved by The Supplier, the Models and The Deliverables comply with current Health and Safety rules and regulations and that they are free from any material workmanship defect.
13.2 Without prejudice to any other clause, The Supplier' maximum aggregate liability for breach of this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed 100% of the price of the deliverables.
13.3 Nothing in this agreement shall exclude or in any way limit:
13.3.1 either party's liability for death or personal injury caused by its own negligence;
13.3.2 either party's liability for fraud or fraudulent misrepresentation; or
13.3.3 any other liability which cannot be excluded by law.
13.4 This agreement sets forth the full extent of The Supplier' obligations and liabilities in respect of the Models and The Deliverables its hire to The Customer.
13.5 The Supplier shall not be liable under this agreement for any:
13.5.1 loss of profit;
13.5.2 loss of revenue;
13.5.3 loss of business; or
13.5.4 indirect or consequential loss or damage,
13.5.5 in each case, however caused, even if foreseeable.
13.6 The Supplier shall have no liability for additional damage, loss, liability, claims, costs or expenses, caused or contributed to by the Customer’s continued use of defective Deliverables after a defect has become apparent or suspected or should reasonably have been so to the Customer.
13.7 The Customer shall maintain adequate liability and indemnity insurance towards the public and any other persons that may interact with the Deliverables and shall ensure that the Deliverables poses no direct or indirect risk to such persons.
14 INDEMNITY
14.1 The Customer acknowledges that The Supplier shall not be responsible for any loss of or damage to the Models or The Deliverables or any other equipment provided by The Supplier arising out of or in connection with any negligence, misuse, mishandling of the Models or The Deliverables or any other equipment provided by The Supplier or otherwise caused by The Customer or its officers, employees, agents and contractors. The Customer undertakes to indemnify The Supplier on demand against all direct liabilities, costs (including legal costs), expenses, damages and losses suffered or incurred by The Supplier arising out of or in connection with:
14.1.1 The Customer's breach or negligent performance or non-performance of this agreement;
14.1.2 the enforcement of this agreement;
14.1.3 any claim made against The Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with The Customer’s use of the LEGO name or any of LEGO’s intellectual property rights.
14.1.4 any claim made against The Supplier by a third party arising out of or in connection with The Deliverables, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by or some act or omission of The Customer, its employees, agents or subcontractors.
14.2 If a payment due from The Customer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), The Supplier shall be entitled to receive from The Customer such amounts as shall ensure that the net receipt, after tax, to The Supplier in respect of the payment is the same as it would have been were the payment not subject to tax.
14.3 Subject to these Terms the Customer shall wholly indemnify the Supplier in respect of all claims from any source at any time during the Agreement where any injury or death to persons, damage to property, or loss or damage is caused by, or arises out of, the misuse of Deliverables by any person other than the Supplier or their employees.
14.4 Subject to these Terms and Conditions the Supplier shall indemnify the Customer against all sums for which the Customer shall become liable for damages or compensation for bodily injury to or death of any person or for damage to any property real or personal provided the same be caused by the Supplier in carrying out the work provided nevertheless that the Supplier shall be entitled to conduct in the name of the Customer and to control all claims or proceedings. In the event of such circumstances the Supplier must be notified within seven (7) days of the injury, death or damage becoming apparent to the Customer.
15 CONFIDENTIALITY
15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning The Deliverables, the business, affairs, customers, clients or suppliers of the other party, including, but not limited to, business and financial conditions, services and clients, any proprietary or strategic information, marketing plans, strategies, results, information regarding the producing and promoting of The Deliverables, or other confidential information source whatsoever, except as permitted by this contract.
15.2 Each party may disclose the other party's confidential information:
15.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
15.4 Information and designs of exhibition assets supplied as part of this agreement may only be used in relationship to this contract and may not be used in regard to any other show at any time.
16 TERMINATION
16.1 In respect of Deliverables provided for a fixed period as specified in the Quotation the Agreement shall continue until the Deliverables have been provided in terms of the said Quotation or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
16.2 In respect of Deliverables provided for no fixed duration either party is entitled to terminate the Agreement on giving one calendar months’ notice.
16.3 The Supplier may terminate the Agreement if the Client has failed to make over any payment due within 30 days of the sum being requested.
16.4 The Supplier may terminate the Agreement if the Customer, or any contractors engaged by them, cause such delay as to render the Supplier unable to provide the Deliverables for an unreasonable period of time.
16.5 Either party may terminate the Agreement by notice in writing to the other if:
16.5.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
16.5.2 The Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
16.5.3 the other party fails to pay an amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment; or
16.5.4 The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
16.5.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over The Customer (being a company);
16.5.6 the holder of a qualifying floating charge over the assets of The Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.5.7 a person becomes entitled to appoint a receiver over the assets of The Customer or a receiver is appointed over the assets of The Customer;
16.5.8 any event occurs, or proceeding is taken, with respect to The Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in the above clauses.
16.5.9 The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
16.5.10 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
16.5.11 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
16.5.12 the other party ceases to carry on its business or substantially the whole of its business; or
16.5.13 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
16.6 In the event of termination by the Customer, the Customer must make over to the Supplier any expenses incurred up to the date of termination.
16.7 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
16.8 Upon termination of this agreement, however caused, The Supplier' consent to The Customer's possession of The Deliverables and Models and any associated equipment shall terminate and:
16.9 Unless agreed otherwise in the schedule, The Customer must return The Deliverables to The Supplier.
16.9.1 Should The Deliverables be returned after the termination date, for every additional day beyond the final date that The Deliverables is not returned The Customer agrees to pay the sum of £500 + VAT; and
16.9.2 The Supplier may, by its authorised representatives, without notice and at The Customer's expense, retake possession of The Deliverables and Models and any associated equipment and for this purpose may enter any premises at which such equipment is located.
17 WARRANTY
17.1 Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
18 RELATIONSHIP OF PARTIES
18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19 THIRD PARTY RIGHTS
19.1 Nothing in these Terms and Conditions intend to or confer any rights on a third party.
19.2 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
20 SEVERANCE
20.1 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
21 WAIVER
21.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
21.2 Any waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom it is addressed and to the circumstances for which it is given. No failure or delay in exercising any right or remedy under this agreement or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
22 NOTICES
22.1 Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Quotation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
23 ENTIRE AGREEMENT
23.1 These Contract Terms form the entire agreement and supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
24 GOVERNING LAW
24.1 These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
25 FORCE MAJEURE
25.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure event as defined in the following clause). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 60 days' written notice to the affected party.
25.2 Force Majeure: A Force Majeure event means any act or event beyond the reasonable control of the parties, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport. In the case of The Supplier, a Force Majeure event also means any unavailability of LEGO bricks or pieces, or any action taken by LEGO which prevents The Supplier from performing its obligations under this agreement.
25.3 Epidemic or pandemic: In the event that government mandated measures affect the delivery of this contract, the Supplier will endeavour to make all best efforts to the Customer in order to supply the deliverables. This may include measures such as postponing, rebooking or extending a current display period.
Warren Elsmore Ltd is a Company Registered in England & Wales. Company No: 06816219. Registered Office Address: 10 Queen Street, Ipswich, Suffolk, England, IP1 1SS.