Terms of Business
SILVERBOX PRODUCTION LTD – TERMS & CONDITIONS OF BUSINESS
- Interpretation and Definitions
In these Conditions:
(1) ‘SILVERBOX’ means Silverbox Production Ltd. or any of its affiliates, subsidiaries, holding companies or assigns. “Silverbox Studios” is a trading name of Silverbox Production Ltd.
(2) ‘Client’ means the person, firm, company, corporation, public authority or body to whom the Goods (as defined below), and or, services are hired, sold or provided.
(3) ‘Contract’ means any Contract for the hire or sale of any Goods or services provided by SILVERBOX to the Client and will incorporate any of SILVERBOX’s Quotations, specifications, drawings and conditions referred to in it. The Contract, these Conditions, and any agreed variations in writing, shall come into force between the Client and the Supplier once the order has been placed (verbally or in writing) stating the Client’s requirements; SILVERBOX having accepted the order and, where appropriate, granted a credit facility. The Contract is not transferable.
(4) ‘Goods’ means the Goods for hire or sale specified in the Quotation or by Invoice and any part or component of them and any part consignment of them and any work or service provided by SILVERBOX as specified verbally or in the Quotation.
(5) ‘Quotation’ means SILVERBOX’s written or verbal Quotation; which shall be accepted by the Client either verbally or in writing.
(6) ‘Invoice’ means SILVERBOX’s written Invoice for Goods; which is issued before, on or after the provision of the Goods for payment of such Goods.
(7) ‘Statutory Requirement’ means (without limitation) any requirement of any statute or derivative legislation of the United Kingdom and any regulation, directive or decision or legal instrument of any Institution of the European Community.
(8) ‘List Price’ means SILVERBOX’s current Price List or any component thereof.
(9) ‘Supplier’ means SILVERBOX or a Sub-Contractor appointed by SILVERBOX in line with the terms set out herein.
(10) ‘Party or Parties’ means the Client or SILVERBOX or both Client and SILVERBOX together, as the context requires.
(11) ‘Trade Marks’ means any trademark, howsoever represented which is owned by either party, whether registered or not and which is supplied by either party for use by the other or its subcontractors in any form.
(12) ‘Works’ means: the services and/or Goods provided by SILVERBOX and/or its subcontractors to the Client , in relation to the Projects, as specified in an approved and confirmed Quotation or client Purchase Order.
(13) ‘Term’ means period from the date of confirmation of an order by means of payment against SILVERBOX’s invoice, written acceptance of a quotation or signature hereof until the completion of the Projects and final settlement of all invoiced sums.
(14) ‘Projects’ mean the design, production, transportation, equipment or studio hire, assembly and disassembling of event and Venue installations at any location defined within the documentation covering the scope of Works.
(15) “Venue”: Any part of Silverbox studios or other SILVERBOX premises made available to the client or any location defined within the documentation covering the scope of Works.
(16) “Services and Goods Specifications”: Refers to the formal quotation defining the scope of works and the associated invoice or invoices relating to it.
- Terms of Contract
In the event of any inconsistency between any other provision in the Quotation or Invoice and these Conditions, the latter shall prevail. The headings of these Terms and Conditions are for convenience only and shall not affect their interpretation.
Any clerical error in any sales literature, Price List or statement issued by SILVERBOX or in any Quotation or Invoice may be corrected by SILVERBOX and any liability of the Client shall be adjusted accordingly.
- Terms of Payment
All accounts are strictly net of V.A.T., and payment will be due as set out on SILVERBOX’s invoice. If any sum remains unpaid after the due date the payment of all charges, no matter how recent, shall become due immediately as a debt. Invoices will be presented at regular intervals during the period of any contract.
- Insurance and Responsibility for Lost/Stolen Goods
4.1 The Client agrees to pay SILVERBOX the full new List Price sale rate (or in the case of items not usually sold, the full replacement cost) for any Goods which are lost or stolen or damaged beyond economic repair, and without any deduction for usage, wear and tear or age, and shall insure the Goods on this basis. All monies received by the Client from an Insurance Company or from any other source in settlement of any claim relating to the loss, theft or damage of Goods, shall, to the extent that any payment is due to the Supplier under this Condition be held in trust by the Client (or successor/assigned body) and paid to SILVERBOX on demand. In the event of loss or damage to the Goods the Supplier’s account shall be settled in full on demand and such payment shall not be conditional on prior recovery by the Client of any sums under a policy of insurance or from any other source. The Client will take all practical steps to secure a proper return of lost or stolen Goods. In the event of lost or stolen Goods being subsequently recovered and returned by the Client to SILVERBOX, the Client will be credited with the invoiced value of those Goods, less the appropriate hire charges, from the date on which the Supplier received notification of loss to the date of return. All Hire charges are due up to and including the ‘off-hire’ date, or reported loss date, confirmed in writing at the time; that advice is to be received within 3 working days (postmark or received email date shall determine).
4.2 Where SILVERBOX is in attendance at the Venue during the scope of any Project, it shall at its own cost effect and maintain appropriate insurance cover with a reputable insurance company against all its own liabilities and indemnities that may arise under this Contract; and effect and maintain adequate public liability, professional indemnity, employers’ liability and adequate product liability insurance cover. For the avoidance of doubt, this clause covers only those liabilities and indemnities which are directly concerned or connected within the scope of the project, no liability is accepted for any external influence outside of the control of SILVERBOX or as a result of any interference with SILVERBOX’s equipment or processes.
4.3 SILVERBOX shall ensure that all sub-contractors and/ or third parties appointed by SILVERBOX are insured with a reputable insurance company for the various insurance covers specified in clause 4.2. to cover the liabilities that may arise under or in connection with this Contract.
- Maintenance of Goods, Breakdown Procedures and Accident Reporting
The Client will keep itself acquainted with the state and condition of the Goods and ensure that they remain safe, serviceable and clean. Any breakdown or any unsatisfactory working of the Goods must be immediately notified to SILVERBOX in person or by telephone and confirmed in writing within 24 hours. Under no circumstances will the Client repair or attempt to repair the Goods unless authorised, in writing, by SILVERBOX. The Goods must be returned to SILVERBOX’s premises for examination unless rectification elsewhere is requested by SILVERBOX and the Client agrees to pay the carriage. If the Goods are involved in any accident resulting in damage to the Goods or other property or injury to any person, the Client will notify SILVERBOX immediately in person or by telephone and confirm in writing within 24 hours.
- Removal of Goods
Goods must not be removed from any site(s) or Venue authorised by SILVERBOX which has been originally specified by the Client or from any subsequently authorised site without the explicit written authority of SILVERBOX and without having notified SILVERBOX of the new site address. Further, Goods must be returned by the Client to SILVERBOX unless otherwise agreed in writing, in advance, by SILVERBOX. If the Client does not comply, then the Client will be charged with any additional costs incurred by SILVERBOX.
- Variation to Prices/Goods
Quotations remain valid, unless otherwise stated, for a period of 28 days, SILVERBOX reserves the right to change any price in the event of a re-quote or after expiry of a quotation. The quoted rates may be re-negotiated should the original quantities or requirements change. After acceptance SILVERBOX may increase any price including that of the Goods already on hire on 28 days’ notice in writing to the Client. Quotations strictly cover the actual items of Goods detailed therein. Any increase in those detailed quantities for whatever reason will result in additional hire charges.
- Outstanding Accounts
SILVERBOX reserves the right to charge a 10% late payment fee on invoices paid outside of agreed terms, additionally the right to charge interest at the compound rate of 5% per month is reserved in respect of unpaid, undisputed invoices from the date of due payment until full payment is received. This entitlement to interest shall be without prejudice to SILVERBOX’s right to terminate the hire by reason of non-payment. Interest shall continue to accrue after such termination until payment of all overdue amounts has been received. All prices quoted will be deemed to be List Prices unless agreed by SILVERBOX in writing. Any prices agreed which differ from the List Price will only remain applicable on the condition that SILVERBOX’s payment terms are complied with. In the event that those payment terms are not complied with, full charges may be substituted. Should a dispute arise in respect of any specific item described by any specific invoice, the Client shall not be entitled during the course of this dispute to withhold any sums for payment beyond those specifically relating to the disputed item(s). A counter-claim against SILVERBOX will only be accepted for deduction from any payment made to SILVERBOX where SILVERBOX has agreed to such a deduction in writing. Counter-claims against SILVERBOX will only be considered for acceptance between the parties to this Contract. However, the total aggregate of all or any claim against SILVERBOX, shall be limited to the total V.A.T. exclusive hire value of relevant invoices.
(1) If either Party commits any breach of this, or any other contract between the Parties , or ceases business, or stops payment to or makes deed of arrangement, assignment or composition with its creditors or being a company enters into liquidation whether compulsory or voluntary (except liquidation for purposes of reconstruction or amalgamation) or suffers or allows the appointment of a trustee, receiver or provisional liquidator, or suffers any distress or execution whether legal or equitable or any attempt thereat upon any of either Party’s property, or has an unsatisfied judgement against it for 14 days or more, or commits any act of bankruptcy, or has an order or notice of resolution for winding up proposed or made against it, or dishonours any cheque drawn upon it, then the relevant Party shall be deemed to have repudiated this Contract. In the case of a breach of these terms by the client, SILVERBOX may then immediately re-possess the Goods and recover any monies due as well as damages for repudiation without prejudice to any other rights and remedies.
(2) The early termination of the Contract by the Client shall not affect any rights of the Supplier or liabilities of the Client subsisting at the date of termination.
- Supplier’s Rights and responsibilities
10.1 The Client shall not sublet or part with possession of any of the Goods without receiving the prior written consent of SILVERBOX. Where the Client takes the Goods on hire intending to re-hire them to a third party, the Client is deemed to retain control of the Goods whether or not they might remain in the Client’s possession. The Client shall be solely responsible for the payment of all hire charges raised by SILVERBOX and for all charges raised by SILVERBOX in respect of damage to or loss of the Goods. It is the sole responsibility of the Client to return the Goods to SILVERBOX. SILVERBOX will not deal directly with any third party in this context.
10.2 Neither Party shall assign, delegate, sub-contract, transfer, novate, charge, encumber or otherwise dispose of any right or obligation under this Contract, in whole or in part, without the other Party’s prior written consent. Where SILVERBOX delegates or sub-contracts any of its duties or obligations under this Contract it shall at all times remain liable to the Client for the performance of all of its duties and obligations under this Contract. The sub-contract that SILVERBOX has with a sub-contractor must: be in writing; contain substantially the same provisions as those provisions in this contract including an obligation to comply with all laws; and prohibit the sub-contractor from sub-contracting the services it has agreed to provide to SILVERBOX.
10.3 SILVERBOX shall ensure that the Works shall be fit for any purpose expressly made known to the Supplier by the Client. SILVERBOX shall ensure that all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects. The Supplier shall perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade.
10.4 Before the date on which the Works are to start, the Client shall obtain and maintain during the term of this Contract, all necessary licences and consents and comply with all relevant legislation and Venue terms and conditions in relation to the Works unless such licences and consents are expressly defined within SILVERBOX’s scope of Works.
10.5 SILVERBOX shall ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them and that such personnel are in sufficient number to fulfil the contracted obligation. Likewise, Clients occupying SILVERBOX’s premises shall ensure that all personnel carrying out working tasks have suitable skills and experience to enable them to perform the tasks assigned to them and that all personnel in attendance have been fully briefed in accordance with SILVERBOX’s visitor briefing documentation.
- Responsibility of Client
(1) Where goods are transported by the Client, the Client will be responsible for the unloading and loading of the Goods at the address specified by the Client, and likewise at SILVERBOX’s premises, or its agent, and any person supplied by SILVERBOX shall be deemed to be an employee of the Client or its agent at such times.
(2) The Client’s responsibility for the Goods commences on the receipt by the Client or his agent or on delivery as requested and ends when the Client is in possession of the Supplier’s unqualified receipt for all the Goods. The Client will not sell or otherwise part with control of the Goods.
(3) The Client shall indemnify against any loss, damage, claims or proceedings, and against any cost or expense arising out of or in connection therewith, in respect of any injury to or death of any person or damage to any property real or personal caused by or arising out of or in the course of the use or misuse of the Goods by any person (other than that caused by SILVERBOX). Both Parties shall effect and keep in force at all times policies of insurance in respect of their respective liabilities under this Condition.
(4) Nothing in this clause shall affect the statutory rights of either Party or purport to limit or exclude any liability which may not be limited or excluded under the Unfair Contract Terms Act 1977.
(5) The Client shall indemnify and hold harmless SILVERBOX against any expense, liability, loss, claim or proceedings whatsoever arising out of or caused or occurring in the course of carrying out of its own contracts, whether or not such contracts involve the use of equipment hired from SILVERBOX or any other equipment.
The Goods, notwithstanding their loss or theft and any compensation payment from the Client to SILVERBOX in respect thereof, will at all times remain the property of SILVERBOX. In respect of the permanent sale of Goods of any kind, SILVERBOX retains explicit title to all Goods specified in any Contract until all payments in relation to the Contract have been settled in full.
- Value Added Tax (V.A.T.)
Unless specifically stated otherwise, prices and rates shown in Quotations, contracts, invoices, certificates and correspondence are net exclusive of V.A.T., which will be payable to SILVERBOX as an addition to the rates chargeable at the rate or rates laid down from time to time by law. SILVERBOX shall be entitled to adjust the rates and amount of V.A.T. retrospectively, or otherwise comply with any rulings made by H.M. Customs and Excise affecting any Goods sold, hired or provided by SILVERBOX.
The Contract shall be governed by English law and the Parties consent to the jurisdiction of the English courts in all matters regarding the Contract .
- Consequential Losses
Neither Party shall be liable for any consequential loss, including (but without limitation) any expense, liability, loss, claim or proceeding, whatsoever caused by, or arising out of, the late delivery, non-delivery, unsuitability, or lawful repossession of the Goods, or any part thereof or any breakdown or stoppage of same. Nothing in this clause shall affect the statutory rights of a person dealing as a consumer as defined by the Unfair Contract Terms Act 1977.
- Supplier’s Signs, Name Plates and Labels
The Client shall not remove, deface or cover up SILVERBOX’s plates, labels or marks on the Goods indicating that they are its property nor shall the Client apply any mark or identification of its own. No Client shall hold out that the studio belongs to them, forms a part or subsidiary of their business or cover up, deface, alter or conceal any sign or part thereof.
- Rights of Access
The Client hereby authorises SILVERBOX (upon production of this document) to enter upon any land or premises wherein SILVERBOX reasonably believes any Goods, or any part thereof to be, and in so far as SILVERBOX in his absolute discretion deems necessary, to inspect, test, repair, replace or repossess the same.
- Rights Reserved
Any failure by SILVERBOX to enforce any or all of these Conditions shall not be construed as a waiver of any of SILVERBOX’s rights hereunder. All legal rights and remedies remain expressly reserved under all circumstances.
- Separate Term Validity
Should any Condition in this Contract be held invalid, void, illegal, unenforceable or otherwise vitiated such invalidation shall not affect the validity of the remaining conditions.
- Force Majeure
SILVERBOX does not accept responsibility for any failure or delay caused by circumstances beyond its control, including (and not limited to):
(1) Acts of God, explosion, flood, tempest, hurricane, exceptionally inclement weather, fire or accident.
(2) War or threat of war, sabotage, insurrection, civil disturbance or requisition.
(3) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, statutory, or local authority.
(4) Import or export regulations or embargoes.
(5) Strike, lock-outs or other industrial actions (whether involving employees of the Supplier, Client or of a third party).
(6) Difficulties in obtaining raw materials, labour, fuel, parts, machinery or transportation.
(7) Power failure or breakdown in machinery.
Any notice to be given under the Contract shall be in writing and emailed with suitable traceability, acceptance or response indicating receipt or forwarded by first class prepaid (registered or recorded delivery) letter post to the receiving party at its registered office in the case of a company or its business address as last notified in writing to the other party in any other case and shall be deemed to have been given on the date of the email or on the first working day following that on which the notice was posted (as the case may be).
- Client Trade Marks
22.1 The Client shall retain ownership of all Intellectual Property Rights in its own Trade Marks.
22.2 The Client grants the Supplier a non-exclusive, non-transferable, royalty-free licence for the Term to use any supplied Trade Marks in the creation of the Deliverables and performance of the Services in accordance with this Contract until the end of the Term.
22.3 SILVERBOX will not sublicense, transfer or otherwise deal with the rights of use of the Trade Marks granted under this Contract.
22.4 SILVERBOX will use the Trade Marks in the form approved by the Client and shall observe all directions given regarding the use of the Trade Marks.
22.5 SILVERBOX acknowledges that it will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall vest automatically in the Client and the Supplier shall not make any use of them except in accordance with the terms of this Contract.
22.6 No Deliverables incorporating the Trade Marks shall be supplied to any person other than the Client or disposed of in any way other than as specified by the Client.
22.7 All representations of the Trade Marks that SILVERBOX intends to use shall be submitted to the Client for written approval before use.
22.8 SILVERBOX will not do or omit to do anything in its use of the Trade Marks which may or would damage the image of the Trade Marks and the Brand or bring them or the products into disrepute.
22.9 SILVERBOX will not obtain or try to obtain or register for itself anywhere in the world any trademarks or trade names similar to the Trade Marks.