Definitions

In these Terms and Conditions the following expressions shall the have the meanings ascribed to them:

2. Status of Terms and Conditions
2.1. These Conditions apply to all contracts for goods and services between the Company and a Buyer. In the event of any inconsistency with any order other communication between the Buyer and the Company (what ever may be their respective dates) the provisions of the Conditions shall prevail unless expressly varied in writing.

3. Orders and specification
3.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) and that the Goods will (save for any defects) be adequate for the Buyer's intended use and will place no reliance on the Company's skill and judgement in this regard.

• No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the company as a result of cancellation.
• The Company may if it sees fit and without being liable for loss vary specifications in respect of colour or other design features provided the same are minor and do not substantially or significantly affect the Goods or their use as notified to the Company within the order.

4. Price of the goods
4.1 The price of the Goods shall be the Company's quoted price contained in the order confirmation and except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Buyer shall be liable to pay the Company's charges for transport packaging and insurance.
4.2 All prices are exclusive of any applicable Value Added Tax, for which the Buyer shall be additionally liable to pay to the Company.
4.3 For orders for goods or services payment in full shall be made before the same are scheduled for production.
4.4 For orders for artwork or design services payment in full must be made immediately following approval of the same.
4.5 For all and any proofs (or other work carried out prior to approval) payment shall be made in full within 28 days of receipt by the Buyer irrespective of the status of any order.

• In the event that the Company agrees to proceed without payment in full pursuant to the above provisions, payment shall be made by the Buyer in accordance with such other terms agreed in writing or if none within 30 days of invoice.

5. Terms of Payment
5.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.1.1 cancel the contract or suspend any further deliveries to the Buyer.
5.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Company) as it may think fit (notwithstanding any purported appropriation by the Buyer).
5.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5% per annum above the base rate of Barclays Bank plc from time to time, until payment in full is made.
5.3 Payment is accepted by any of the following: BACS or CHAPS to Barclays Bank plc 8 Market Place, Kettering, Northants, NN16 0AX; Sort Code 20-45-77; Account number 23747026; Account name: Maximus Operandi Limited t/a Arena Display Systems. Please ensure you quote the Order Number on all such payments and notify the Company that payment has been so made. The Company accepts the following debit and credit cards: Access, Mastercard, Visa, Delta, JCB & Switch. The Company reserves the right to charge a fee for taking payment from a card but this is generally not done save for certain orders. The Company accepts UK Sterling Postal Orders (please cross the order with the words "A/C payee only"). Cheques are accepted but orders will not be available for delivery until the cheque has cleared. Foreign cheques must be drawn on a UK bank in Sterling otherwise further charges may be made.
5.4 The Company does not normally grant credit facilities. Should the Company grant the Buyer credit facilities, payment of all charges shall be made strictly within 30 days of the invoice date. If the Buyer does not have a credit account then payment is to be made with order or on receipt of a pro-forma invoice.
5.5 Payment in full shall be due to the Company and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
5.6. The time of payment shall be of the essence of the Contract;

6. Delivery and Return
6.1 Dates quoted for delivery of the Goods are approximate only. The Company shall endeavour to comply with dispatch dates but these shall be estimates only and time shall not be of the essence. The Company shall not be liable for any delay in delivery of the Goods however caused. Courier deliveries are not guaranteed to arrive at a specific time and may be subject to delays.
6.2 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Company's fault) then without prejudice to any other right or remedy available to the Company, the Company may;
6.2.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.2.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

• If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Buyer's fault, and the Company is accordingly liable to the buyer, the company's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market reasonably ascertained) of similar goods to replace those not delivered over the price of the Goods.
• The Buyer shall not return any Goods unless the same has been authorized by the Company in writing and the Goods are in the same or no worse condition than when delivered;
• The Buyer shall pay for the costs of returning Goods;
• Goods that are branded or applicable only to the Buyer will not be accepted back by the Company

7. Basis of the sale
The Company shall sell and the Buyer shall buy the Goods subject to these Conditions, which shall govern the Contract to the exclusion of any other items and conditions unless otherwise agreed in writing.

8. Risk and property
8.1. Risk or damage to or loss of the Goods shall pass to the Buyer immediately upon the Goods leaving the Company's premises. The Company is not responsible for damage or loss that may occur in transit.
8.2. Notwithstanding delivery and the passing or risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other
goods agreed to be sold by the Company to the Buyer for which payment is then due.
8.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods to the order of the Company and shall be the Company's agent in that regard and shall have appropriate fiduciary duties to the Company accordingly and shall keep the Goods separate from those of the Buyer and third parties, properly stored, protected and insured and identified as the Company's property.
8.4 The Buyer shall until payment in full is received by the Company account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all cash proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.5. Until such time as the property in the Goods passes to the Buyer (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to delivery up the same to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored permission for which to the full extent permissible by law is hereby given.
8.6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

9. Warranties, liability and Guarantee
9.1. The Buyer expressly acknowledges that the Company is not the original manufacturer or supplier of the Equipment, and that the Equipment has been selected by the Buyer as suitable for its purpose. The Buyer accordingly agrees and acknowledges that all conditions, warranties or representations whether express or implied or statutory or otherwise in respect of the Equipment for its fitness for any particular purpose are hereby expressly excluded to the full extent permitted by law.
9.2. Subject to the Conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use of twelve months from delivery, whichever is the first to expire.
9.3. The above warranty is given by the Company subject to the following conditions: -
9.3.1. 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 (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's prior written approval;
9.3.2. the Company shall be under no liability whatsoever under the above warranty, (or any other condition or guarantee) if the total price for the Goods has not been paid by the due day for payment.
9.4. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.5. Where the Goods are sold under a consumer transaction to a consumer and not a person who intends to use the Goods for the purposes of any trade, business or vocation, the statutory rights of the Buyer are not affected by the Conditions.

• Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Company with 48 hours from the date of delivery or (where the defect or failure would not have been apparent on reasonable inspection) within a reasonable time after discovery of the defect of failure. Otherwise the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. (Valid claims are based strictly upon our Complaints Procedure).

9.7 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other terms or any duty at common law or under the express terms of the Contract for any consequential loss or damage (ether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and 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 the goods or their use or resale by the Buyer, except as expressly provided in these conditions.
9.8 Save in respect of personal injury, the extent of the Company's liability to the Buyer shall be limited to the invoice value and no further sum whether for consequential direct or indirect loss howsoever arising.

• The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control.
• No representation is made or warranty given that the Goods do not infringe intellectual property rights of others (such a patents, copyrights, trade or service marks etc).

10. Complaints Procedure

• A copy of our current Complaints Procedure is available on request.
• Where a valid claim is made in respect of any defect in the quality or condition of the Goods or their failure to meet specifications the company shall be entitled to replace or correct the Goods (or part hereof) free of charge by the Company but shall have no further liability to the Buyer.

11. Insolvency of buyer
If the Buyer makes any voluntary agreement with its creditors, becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an incumbent takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer causes, or threatens to cease, to carry on business; or the Company reasonably believes that any of these events is about to occur in relation to the Buyer, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Company, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding an y previous agreement or arrangement to the contrary.

12. Force Majure
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in obtaining or delivering the Goods by the normal route or means of delivery through any circumstances beyond it control including but not limited to strikes, lockouts or any other form of industrial action, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of machinery or shortage or unavailability or raw materials or labour from normal sources of supply.

13. Notices
13.1. Any notices to be given by either party to the other shall be in writing and may be served either by delivering by hand or sending it by first class post or facsimile transmission in the case of the Company to the Company's Premises. Service by delivery by hand shall be deemed to be effected upon delivery to the relevant address, service by first class post 3 days following the date of posting and service by facsimile transmission upon transmission of the relevant communication.
13.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other part at the registered office or principal place of business or such other address as may at the relevant time have been notified
pursuant to this provision to the part giving the notice.
13.3. No waiver by the company or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breached of the same or any other provision.
13.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable to whole or in part of the validity of the other provisions of these Conditions and the remainder of the provisions in question shall be affected thereby.

14. Joint and Several Liability
Where two or more persons are a party to the Contract as the Buyer the liability or such persons shall be joint and several.

15. Proper Law
The Contract shall be governed by the laws of England and the parties submit to the jurisdiction of the English courts.