PROCRAFT DESIGN LIMITED

TERMS AND CONDITIONS FOR CUSTOMERS

1 These terms and conditions apply in respect of the design, supply and installation by us to you of shop fittings (the Service) as set out in the relevant order specification where included (the Specification) and/or in the quotation overleaf (the Quote). These terms and conditions together with the Specification and the Quote constitute the entire agreement between us (the Contract), except to the extent that they are varied by mutual consent in writing and shall prevail over your own terms and conditions.

2 You will provide us at your own expense with all documents, measurements, images, and other information (the Input Material) that we may require in order to provide you with the Service. You will keep copies of the Input Material at your own expense and we will not be liable for any accidental loss or damage to the Input Material.

3.1 You will pay the price for the Service set out in the Quote unless either you change the Specification and that change increases the cost to us in providing the Service or if the cost to us in providing the Service increases above 5%, in which cases we have the right to increase the price proportionately.

3.2 Where the Service is provided to you in instalments each individual instalment of the Service shall constitute a separate contract and our failure to provide any one or more of the instalments in accordance with these terms and conditions or any claim by you in respect of any one or more instalment shall not entitle you to terminate the Contract as a whole.

3.3 Payment is due 30 days after the invoice date and is of the essence. We will not consider payment to be received until it is represented by cleared funds. We have the right to charge interest on any outstanding payment at the rate of 8 % per annum above the base rate of Barclay’s Bank, or if lower, such rate as is allowed by law.

3.4 Payment is to be made in full without any discount (other than any discount allowed in the Contract), deduction, set off or abatement.

3.5 We reserve the right to appropriate any payment made by you and apply it in total or partial satisfaction of any debt due from you to us.

4.1 Where you purchase goods from us as part of the Service, risk in the goods will pass to you on delivery. Title in any goods supplied by us to you shall not pass to you until we have received all sums due to us. We reserve the right to enter your premises to recover any goods supplied by us to you if payment is not made on the due date.

4.2 Where goods are sold by us to you as part of the Service, delivery shall take place at the address set out in the Quote. Delivery is not of the essence. Unless otherwise provided in the Contract, if you do not accept the goods we will store them at your expense until they are resold. We will not be liable for any damage to the goods while they are in storage or transit.

4.3 You will be deemed to have inspected and accepted the goods and the provision of the Service (the Installation) 2 days after the agreed completion or delivery date as set out in the relevant Quote and/or Specification (the Completion Date) Your right to reject the Installation will be lost 2 days after the Completion Date or if you alter or damage the goods and/or Service supplied. If you reject the Installation within 2 days of the Completion Date, you must notify us immediately by telephone or fax and we will have the right to repair or replace the Installation within a reasonable time. Delivery of the replacement Installation will be deemed to have taken place on the delivery date of the original Installation.

5. The title to and any copyright or other intellectual property rights in the Input Material will belong to you. We retain the title to and any copyright or other intellectual property rights in all designs, plans, images, models and any other work prepared by us in providing the Service to you. Any breach of our intellectual property rights will be deemed to be a breach of these terms and conditions.

6.1 You will ensure that at the date the Contract is signed you have adequate public liability insurance for the premises at which the Service is to be provided. This insurance must cover any injury suffered by our employees whilst providing the Service on your premises.

6.2 You will ensure that at the date the Contract is signed all relevant planning permissions, consents and other regulatory requirements are complied with.

6.3 You will allow our employees and agents such access to your premises as necessary to allow us to carry out our work. You will also allow our employees such access to water and electricity supplies as is necessary to allow us to carry out our work.

6.4 You will be responsible for arranging and covering all costs in relation to the removal and disposal of waste from your premises while we are working there.

7.1 We warrant that we will use all due skill and care in providing you with the Service, in accordance with the Specification. Other than as expressly provided for in these terms and conditions no warranty, guarantee or other term relating to the provision of the Service whether implied by statute, common law or otherwise is given.

7.2 No warranty, guarantee or other term relating to quality or fitness for purpose is given in respect of goods and materials supplied by us but we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by the persons supplying the goods to us.

7.3 We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by you which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of yours.

7.4 We accept no responsibility and shall have no liability to you in the event of:

7.4.1 Damage caused by your employees or third parties;

7.4.2 Defects in the structure of your premises;

7.4.3 Unsuitability of, defects in or damage to goods or materials provided by you;

7.4.4 Failure by you to comply with these terms and conditions; or

7.4.5 Any event beyond our control.

7.5 Except in respect of death or personal injury caused by our negligence we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this Contract, which arise out of or in connection with the provision of the Service, and any goods and/or materials by us to you.

7.6 Except in respect of death or personal injury our entire liability in respect of the agreement between us shall not exceed the amount of the price payable by you in respect of the services, goods and/or materials we supply to you under the terms of the Contract.

7.7 You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you, including any third party liabilities incurred by us.

7.8 Any claim that you may have against us must be notified to us in writing within one month of the claim arising.

8 We reserve the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract.

9.1 If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the remaining provisions of the Contract shall remain full force and effect.

9.2 These terms and conditions shall be governed by the laws of England.

Procraft Design Ltd