Terms & Conditions

STANDARD terms and conditions for the supply of SCENESAFE® goods 

1.1    In these Conditions, unless the context otherwise requires, the following words have the following meanings:

“Business Days” - any day other than a Saturday or Sunday or a bank holiday or public holiday;

“Confidential Information” - all information or data which is disclosed by or on behalf of a party to this Contract or otherwise comes into a party’s possession directly or indirectly as a result of this Contract (in whatever medium) including, but without limitation, all business, financial, commercial, technical, operational, organisational, legal, management and marketing information, data, know how and trade secrets, Personal Information and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998;

“Contract” - any contract between SCENESAFE LTD. and the Customer for the sale and purchase of the Scenesafe® Goods, incorporating these Conditions;

“the Customer” - the person(s), firm or company who purchases the Scenesafe® Goods from SCENESAFE LTD.;

“SCENESAFE LTD.” - SceneSafe Ltd, its successors and permitted assigns;

“SceneSafe®”- Scenesafe® is a registered trade mark of SCENESAFE LTD.;

“SceneSafe® Delivery Policy” - the delivery policy set out in the schedule to these Conditions as updated and amended from time to time;

“SceneSafe® Goods” - any goods set out in the Scenesafe® Price List or any other goods agreed in the Contract to be supplied to the Customer by SCENESAFE LTD. (including any part or parts of them);

“SceneSafe® Price List” - any schedule issued by SCENESAFE LTD. stipulating certain charges, as varied from time to time, payable in respect of the sale of the SceneSafe® Goods which shall be available on request from SCENESAFE LTD. or any other price list agreed in the Contract to apply to the SceneSafe® Goods to be sold to the Customer by SCENESAFE LTD.;

“SceneSafe® Returns Policy” - the returns policy set out in the schedule to these Conditions as updated and amended from time to time;

“Intellectual Property Rights” - all inventions (whether patentable or not), patents, utility models, designs (both registered and unregistered and including rights in semiconductor topographies), copyright, database rights, trade and service marks (both registered and unregistered) together with all applications for the same, right to the grant of and extensions of the same, and all other intellectual and industrial property including but not limited to all similar or analogous rights throughout the world, in each case for the full term of the relevant right;

“Order” - an offer by the Customer to purchase the SceneSafe® Goods which is communicated to SCENESAFE LTD. on an applicable order form or otherwise in writing or if orally promptly followed up in writing unless otherwise agreed for acceptance by SCENESAFE LTD. in accordance with Condition 4 below.

1.2    In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.3    In these Conditions references to the singular include the plural and vice versa as the context admits or requires.

1.4    In these Conditions headings are for reference only and will not affect the construction or interpretation of these Conditions.

1.5    Before placing an Order, the Customer may contact SCENESAFE LTD. on +44  (0)1621 786654 with queries relating to these Conditions.

2    APPLICATION OF TERMS

2.1    These Conditions apply in their entirety to all SceneSafe® Goods sold by SCENESAFE LTD. and any variation to these Conditions and any representations about the SceneSafe® Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of SCENESAFE LTD.

2.2    Subject to any variation under Condition 2.1 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any Order, confirmation of Order, specification or other document).

2.3    No terms or conditions endorsed upon, delivered with or contained in the Customer’s Order, confirmation of Order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

3    PERMITTED PURPOSE
Any sterile water contained in the Scenesafe® Goods must only be used as a wetting agent and must not be used for any other purpose whatsoever, including (but not limited to) the make up of pharmaceutical injections or any other medical purpose.

4.    ACCEPTANCE OF THE ORDER

4.1    Each Order for SceneSafe® Goods by the Customer shall be subject to these Conditions.

4.2    No Order by the Customer shall be deemed to be accepted by SCENESAFE LTD. and no Contract shall be formed until a written acknowledgement of Order is issued by SCENESAFE LTD. or (if earlier) SCENESAFE LTD. delivers the SceneSafe® Goods to the Customer. Any estimate/quotation of the price of the SceneSafe® Goods provided by SCENESAFE LTD. is given on the basis that it is an estimate only and no Contract will come into existence until SCENESAFE LTD. issues an acknowledgement of Order to the Customer or (if earlier) SCENESAFE LTD. delivers the Scenesafe® Goods to the Customer.

4.3    The Customer must ensure that the terms of its Order and any applicable specification are complete and accurate.

4.4    Any estimate/quotation is valid for a period of 30 days only from its date, provided that SCENESAFE LTD. has not previously withdrawn it.

5.    DESCRIPTION

5.1    The description of the SceneSafe® Goods shall be as set out in any estimate/quotation provided by SCENESAFE LTD. or, if no estimate/quotation is given, in the Scenesafe® Price List catalogue or other communication.

5.2    All drawings, descriptive matter, specifications and advertising issued by SCENESAFE LTD. and any descriptions or illustrations contained in the SceneSafe® Price List or in catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Scenesafe® Goods described in them. They will not form part of this Contract.

5.3    Any error or omission in any estimate/quotation, sales literature, in any communication, the SceneSafe® Price List, invoice or other documentation issued by SCENESAFE LTD. shall be subject to correction by SCENESAFE LTD. without liability to SCENESAFE LTD. provided that the Customer shall be entitled to cancel or amend an Order within 48 hours of notice of such error or omission. Prices are subject to variation and a new SceneSafe® Price List may be issued without notice to the Customer unless otherwise agreed.

5.4    SCENESAFE LTD. reserves the right to modify SceneSafe® Goods specifications without prior notice in line with the continuous improvement policy so long as this does not cause a materially adverse impact on the Customer’s use of the SceneSafe® Goods.

6    DELIVERY

6.1    Subject to the provisions of this Condition 6, delivery of the SceneSafe® Goods shall be to the Customer’s address in the UK as notified in writing to SCENESAFE LTD. or its place of business in the UK and in accordance with the SceneSafe® Delivery Policy.

6.2    Any date quoted for delivery of the SceneSafe® Goods is intended to be an estimate and SCENESAFE LTD. shall not be liable for any delay howsoever caused or for the consequences of any delay.  Time for the delivery of the SceneSafe® Goods shall not be regarded as of the essence of the contract. If no dates are specified, delivery of the SceneSafe® Goods shall be within a reasonable time.

6.3    Where SCENESAFE LTD. agrees in writing to a variation of Condition 6.2 to provide that the time for delivery of the SceneSafe® Goods shall be of the essence of contract, SCENESAFE LTD. shall not be deemed in breach of contract by reason of any delay or failure to perform if such delay or failure was due to a cause beyond the reasonable control of SCENESAFE LTD.

6.4    Subject to the other provisions of these Conditions SCENESAFE LTD. will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the SceneSafe® Goods (even if caused by SCENESAFE LTD.’s negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.

6.5    If for any reason the Customer will not accept delivery of any of the SceneSafe® Goods when they are ready for delivery, or SCENESAFE LTD. is unable to deliver the SceneSafe® Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

6.5.1    risk in the SceneSafe® Goods will pass to the Customer (including for loss or damage caused by SCENESAFE LTD.’s negligence);

6.5.2    the SceneSafe® Goods will be deemed to have been delivered; and

6.5.3    without prejudice to any right of SCENESAFE LTD. to terminate the Contract, SCENESAFE LTD. may store the SceneSafe® Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance) provided that if the SceneSafe® Goods remain so stored for a period of 12 months from the date of deemed delivery SCENESAFE LTD. shall be entitled to dispose of the SceneSafe® Goods at their absolute discretion without prejudice to the Customer’s liability for payment of all costs associated with the SceneSafe® Goods.

6.6    If SCENESAFE LTD. delivers to the Customer a quantity of SceneSafe® Goods of up to 15% more or less than the quantity accepted by SCENESAFE LTD. the Customer shall not be entitled to object to or reject the SceneSafe® Goods or any of them by reason of the surplus or shortfall and shall pay for such SceneSafe® Goods pro rata.

6.7    SceneSafe® Goods shall not be returned by the Customer without the prior agreement of SCENESAFE LTD. and in any case shall be returned at the Customer’s risk and in accordance with the SceneSafe® Returns Policy.

6.8    If delivery of the SceneSafe® Goods is by instalments, a defect in one instalment shall not entitle the Customer to reject all other instalments.  

6.9    Where the SceneSafe® Goods are to be supplied to the Customer’s address or place of business outside the United Kingdom or otherwise for export outside the United Kingdom (subject to any special terms agreed in writing between the Customer and SCENESAFE LTD.):

6.9.1    delivery of the SceneSafe® Goods shall be to the place of business of the Customer’s nominated carrier in the United Kingdom. SCENESAFE LTD. would be prepared, if requested by the Customer, to assist the Customer with arrangements for the onward transportation of the SceneSafe® Goods from the place of business of the Customer’s nominated carrier in the United Kingdom but the Customer shall be responsible for, and SCENESAFE LTD. shall not be liable for, the cost of such onward carriage and SCENESAFE LTD. shall have no liability for any claim in respect of any damage during transit from the nominated carrier’s place of business in the United Kingdom; and

6.9.2    the Customer shall be responsible for complying with any legislation or regulations governing the Customer’s activities relating to the SceneSafe® Goods from the time of delivery in accordance with Condition 6.9.1 above and for the payment of any duties thereon.

6.9.3    the Customer undertakes not to offer the SceneSafe® Goods for resale in the country to which the SceneSafe® Goods are to be exported or any other country notified by SCENESAFE LTD. to the Customer at or before the time the Customer’s Order is placed, or to sell the SceneSafe® Goods to any person if the Customer knows or has reason to believe that that person intends to resell the SceneSafe® Goods in any such country.

7    NON-DELIVERY

7.1    The quantity of any consignment of SceneSafe® Goods as recorded by SCENESAFE LTD. upon despatch from SCENESAFE LTD.’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

7.2    SCENESAFE LTD. shall not be liable for any non-delivery of Scenesafe® Goods (even if caused by SCENESAFE LTD.’s negligence) unless written notice is given to SCENESAFE LTD. within 7 days of the date when the SceneSafe® Goods would in the ordinary course of events have been received.

Any liability of SCENESAFE LTD. for non-delivery of the SceneSafe® Goods shall be limited to replacing the SceneSafe® Goods within a reasonable time or issuing a credit note pro rata against any invoice raised for such SceneSafe® Goods.

8    RISK AND TITLE

8.1    The SceneSafe® Goods are at the risk of the Customer from the time of delivery in accordance with Condition 6 and the Customer shall be responsible for insuring the SceneSafe® Goods from the time of delivery in accordance with Condition 6.

8.2    Ownership of the SceneSafe® Goods shall remain with SCENESAFE LTD. and shall not pass to the Customer until one of the following events has occurred:

8.2.1    SCENESAFE LTD. has received in full (in cash or cleared funds) all sums due to it in respect of the Scenesafe® Goods and all other sums which are or which become due to SCENESAFE LTD. from the Customer on any account; or

8.2.2    the Customer sells the SceneSafe® Goods in accordance with these Conditions in which case ownership of the Scenesafe® Goods will pass to the Customer immediately before the SceneSafe® Goods are delivered to the Customer’s purchaser.

8.3    Until ownership of the SceneSafe® Goods has passed to the Customer or the SceneSafe® Goods are delivered to a purchaser from  the Customer, the Customer must:

8.3.1    hold the SceneSafe® Goods on a fiduciary basis as the bailee of SCENESAFE LTD.;

8.3.2    store the SceneSafe® Goods (at no cost to SCENESAFE LTD.) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the property of SCENESAFE LTD.;

8.3.3    not destroy, deface or obscure any identifying mark or packaging on or relating to the SceneSafe® Goods;

8.3.4    maintain the SceneSafe® Goods in satisfactory condition insured on behalf of SCENESAFE LTD. for their full price against all risks to the reasonable satisfaction of SCENESAFE LTD. On request the Customer shall produce the policy of insurance to SCENESAFE LTD.;

8.3.5    hold the proceeds of the insurance referred to in Condition 8.3.4 on trust for SCENESAFE LTD. and not mix them with any other money, nor pay the proceeds into an overdrawn bank account; and

8.3.6    the Customer shall not encumber or in any way charge any of the SceneSafe® Goods or any part thereof.

8.4    Until the Customer has paid SCENESAFE LTD. for the SceneSafe® Goods and all other goods which SCENESAFE LTD. has supplied to the Customer:

8.4.1    if the Customer sells the SceneSafe® Goods, any sale shall be effected in the ordinary course of the Customer’s business at no less than full market value and the Customer shall hold the proceeds of sale on trust for SCENESAFE LTD. in a separate bank account; and

8.4.2    SCENESAFE LTD. may trace the proceeds of sale that the Customer receives into any bank or other account which the Customer maintains; and

8.4.3    if the Customer sells the SceneSafe® Goods, SCENESAFE LTD. may by written demand require the Customer to assign to SCENESAFE LTD. the Customer’s rights to recover the Contract price from the Customer’s purchaser; and

8.4.4    the Customer must not assign to any other person any rights arising from a sale of the SceneSafe® Goods without the written consent of SCENESAFE LTD.

8.5    The Customer may not sell the SceneSafe® Goods in different or altered packaging from that in which it was sold to the Customer by SCENESAFE LTD.

8.6    Where the SceneSafe® Goods are attached to or incorporated into or within other goods, ownership of the SceneSafe® Goods shall not pass to the Customer by virtue of the attachment or incorporation if the SceneSafe® Goods remain identifiable and, where attached to or incorporated into or within other goods, can be detached or removed from them.

8.7    SCENESAFE LTD. shall be entitled to invoice the Customer and recover payment for the SceneSafe® Goods notwithstanding that ownership of any of the SceneSafe® Goods has not passed from SCENESAFE LTD.

8.8    The Customer grants SCENESAFE LTD., its agents and employees an irrevocable licence at any time to enter any premises where the SceneSafe® Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

9    QUALITY

9.1    Where SCENESAFE LTD. is not the manufacturer of the Scenesafe® Goods, SCENESAFE LTD. will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to SCENESAFE LTD.

9.2    SCENESAFE LTD. warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 12 months from the date of delivery or to a designated expiry date shown on the SceneSafe® Goods, if shorter, the SceneSafe® Goods will:

9.2.1    be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

9.2.2    be reasonably fit for any particular purpose for which the SceneSafe® Goods are being bought if the Customer had made known that purpose to SCENESAFE LTD. in writing and SCENESAFE LTD. has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of SCENESAFE LTD.

9.3    SCENESAFE LTD. shall not be liable for a breach of any of the warranties in Condition 9.2 if:

9.3.1    the defect arises because the Customer failed to follow the oral or written instructions of SCENESAFE LTD. or (if there are no such oral or written instructions) good trade practice or use with equipment not provided or specified by SCENESAFE LTD.;

9.3.2    the defect results from the Customer’s designs or requirements or arises from wear and tear, wilful damage or misuse; or

9.3.3    the Customer alters or repairs such SceneSafe® Goods without the written consent of SCENESAFE LTD.

9.4    SCENESAFE LTD. shall not be liable for a breach of any of the warranties in Condition 9.2 unless:

9.4.1    the Customer gives written notice of the defect to SCENESAFE LTD., and (if the defect is as a result of damage in transit) to the carrier, within 14 days of the date when the Customer discovers or ought reasonably to have discovered the defect; and

9.4.2    SCENESAFE LTD. is given a reasonable opportunity after receiving the notice of examining such Scenesafe® Goods and the Customer (if asked to do so by SCENESAFE LTD.) returns such SceneSafe® Goods to SCENESAFE LTD.'s place of business at the Customer's cost and in accordance with the SceneSafe® Returns Policy for the examination to take place there.

9.5    Subject to Conditions 9.3 and 9.4, if any of the SceneSafe® Goods do not conform with any of the warranties in Condition 9.2 SCENESAFE LTD. shall at its option repair or replace such SceneSafe® Goods (or the defective part) or refund the price of such SceneSafe® Goods pro rata provided that, if SCENESAFE LTD. so requests, the Customer shall, at the Customer’s expense and in accordance with the Scenesafe® Returns Policy, return the SceneSafe® Goods or the part of such SceneSafe® Goods which is defective to SCENESAFE LTD.

9.6    If SCENESAFE LTD. complies with Condition 9.5 it shall have no further liability for a breach of any of the warranties in Condition 9.2 in respect of such SceneSafe® Goods.

10    PRICE

10.1    Unless otherwise agreed by SCENESAFE LTD. in writing the price for the SceneSafe® Goods shall be the quoted/estimated price or, if no such quoted/estimated price is provided, the price set out in the SceneSafe® Price List published on the date of acceptance by SCENESAFE LTD. of the Customer’s Order.

10.2    The price for the SceneSafe® Goods shall be exclusive of any value added tax at the prevailing rate and unless otherwise agreed in writing all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the SceneSafe® Goods.

11    PAYMENT

11.1    Unless otherwise agreed in writing, SCENESAFE LTD. will invoice the Customer at any time after delivery or deemed delivery of the SceneSafe® Goods in accordance with these Conditions (unless interim payments have been agreed), credit being given for any advance payment made.

11.2    SCENESAFE LTD. reserves the right to require an advance payment, up to the value of any Order, before SCENESAFE LTD. will deliver the SceneSafe® Goods.

11.3    Subject to Condition 11.2 above, payment of the full amount shown on each invoice is due within 30 days from the date of the invoice and payment shall be in pounds sterling.

11.4    Time for payment shall be of the essence.

11.5    No payment shall be deemed to have been received until SCENESAFE LTD. has received cleared funds.

11.6    All sums payable to SCENESAFE LTD. under the Contract shall becomedue immediately upon termination of this Contract despite any other provision.

11.7    If the Customer fails to pay SCENESAFE LTD. any sum due pursuant to the Contract on the due date then, without prejudice to any other right or remedy available to SCENESAFE LTD.:

11.7.1    SCENESAFE LTD. shall be entitled to cancel the Contract and suspend the supply of any further SceneSafe® Goods to the Customer;

11.7.2     SCENESAFE LTD. shall be entitled to appropriate any payment made by the Customer for such SceneSafe® Goods (or SceneSafe® Goods supplied under any other contract between the Customer and SCENESAFE LTD.) as SCENESAFE LTD. may see fit; and

11.7.3    the Customer will be liable to pay interest to SCENESAFE LTD. on such sum from the due date for payment at the annual rate of 4.0% above the base lending rate from time to time of Barclays Bank or its successor in title, accruing on a daily basis until payment is made, whether before or after any judgment. SCENESAFE LTD. reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

11.8    SCENESAFE LTD. will not charge interest under Condition 11.7.3 above on any invoiced amount where payment is outstanding after the date due for payment (and the amount’s original due date will not apply) if the Customer disputes the amount in good faith and does all of the following:

11.8.1    pays all undisputed amounts on the invoice when they are otherwise due;

11.8.2    notifies SCENESAFE LTD. in writing of the disputed amount by when payment would otherwise be due;

11.8.3    co-operates with SCENESAFE LTD. to resolve the dispute promptly; and

11.8.4    pays the agreed-upon portion of the disputed amount by its new due date, that is, within ten days of resolution of the dispute.

11.9    Subject to Condition 11.8 above, the Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by SCENESAFE LTD. to the Customer.

12    TERMINATION

12.1    A party shall have the right at any time by giving notice in writing to the other party (or, where appropriate to that party’s authorised representative) to terminate the Contract with immediate effect without compensation to the other party and without prejudice to any other rights to which it may be entitled if:

12.1.1    an order is made or a resolution is passed for the winding up of the other party or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party;

12.1.2    an order is made for the appointment of an administrator  to manage the affairs, business and property of the other party or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);

12.1.3    a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party or if any person takes possession of or sells the other party’s assets;

12.1.4    the other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

12.1.5    the other party ceases, or threatens to cease, to carry on business;

12.1.6    the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

12.1.7    the party reasonably apprehends that any of the events mentioned above is about to occur in relation to the other party and notifies the other party accordingly.

12.2    A party may terminate the Contract if the other party is in material breach of the Contract and does not correct that breach within 30 days of receiving written notice of the breach.

13    FORCE MAJEURE

13.1    SCENESAFE LTD. reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the SceneSafe® Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of SCENESAFE LTD. including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to SCENESAFE LTD. to terminate the Contract.

14    LIMITATION OF LIABILITY

14.1    Subject to Conditions 6.4 and 9 above, the following provisions set out the entire financial liability of SCENESAFE LTD. (including any liability for the acts or omissions of its employees, agents and sub-contractors) in respect of:

14.1.1    any breach of these Conditions; and

14.1.2    any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

14.2    Subject to Condition 9.2 above, all representations, warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

14.3    Nothing in these Conditions excludes or limits the liability of SCENESAFE LTD. for death or personal injury caused by SCENESAFE LTD.’s negligence.

14.4    Nothing in these Conditions shall exclude or limit any liability which either party would otherwise have to the other or any right which either of them may have to rescind the Contract in respect of any statements made fraudulently by the other prior to the Contract or any rights which either of them may have in respect of fraudulent concealment by the other.

14.5    Subject to Conditions 14.2, 14.3 and 14.4:

14.5.1    the total liability of SCENESAFE LTD. in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and

14.5.2     SCENESAFE LTD. shall not be liable for any loss of revenue, loss of production, loss of data, loss of business opportunity, loss of anticipated savings or loss of profit, damage to goodwill or loss of reputation (howsoever caused); and

14.5.3     SCENESAFE LTD. shall not be liable for any type of indirect, economic or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

15    INTELLECTUAL PROPERTY RIGHTS

Nothing in these Conditions shall affect the ownership of any Intellectual Property Rights.

16    CONFIDENTIAL INFORMATION

16.1    Each party shall keep in strict confidence and shall not disclose to any third party any Confidential Information disclosed to it or its servants or agents.

16.2    The provisions of Condition 16.1 shall not apply to any Confidential Information that:

16.2.1    the recipient can prove, using written records, was known to the recipient before that information was acquired from, or from some person on behalf of, the disclosing party;

16.2.2    is in or enters the public domain other than as a result of the recipient or anybody who acquired it from, or from some person on behalf of, the recipient;

16.2.3    the recipient acquires from a third party otherwise than as a result of a breach of the obligation of confidence owed to the disclosing party;

16.2.4    is required to be disclosed by law, to the extent of the disclosure required; and

16.2.5    because of the nature of the information is not capable of protection as Confidential Information even if it remains secret,

and the recipient shall notify the disclosing party promptly if it becomes aware that any of the Confidential Information falls within the provisions of this Condition 16.2.

16.3    The parties shall procure that their respective employees, agents and sub-contractors comply with the provisions of this Condition 16 provided that the parties may only disclose any Confidential Information to such employees, agents and sub-contractors who need to know that Confidential Information. SCENESAFE LTD. may also disclose any Confidential Information disclosed by the Customer to a potential purchaser or assignee of SCENESAFE LTD.  

16.4    The obligations in this Condition 16 shall continue in force notwithstanding termination of this Contract for any reason.

16.5    In the event of a breach by the Customer of this Condition 16 then, without prejudice of any other rights or remedies of SCENESAFE LTD., SCENESAFE LTD. shall have the right forthwith to terminate this Contract by written notice to the Customer.

16.6    Where applicable, each party warrants that it is properly registered under the Data Protection Act 1998 for processing of personal data as may be required in the provision of these SceneSafe® Goods and the parties agree to comply with the relevant provisions of the Data Protection Act 1998 and any directions issued by the Information Commissioner in its processing of such personal data.

17    ASSIGNMENT

17.1    The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of SCENESAFE LTD.

17.2    SCENESAFE LTD. may assign the Contract or any part of it to any person, partnership or company.

For the purposes of this Condition 17, this Contract shall be binding on and shall inure for the benefit of the successors and assigns of the parties.

18    GENERAL

18.1    Save as expressly stated in this Contract, each right or remedy of SCENESAFE LTD. under the Contract is without prejudice to any other right or remedy of SCENESAFE LTD. whether under the Contract or not.

18.2    If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provisions by substitute provisions having the nearest equivalent effect that is permitted by law.

18.3    Failure or delay by SCENESAFE LTD. in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

18.4    Any waiver by SCENESAFE LTD. of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

18.5    Notices authorised or required to be given by either party shall be given in writing and shall be deemed to be duly given if delivered personally or sent by first class pre-paid post or by facsimile transmission (electronically confirmed and followed up immediately by postal mail) addressed to the other party at its registered office or principal place of business (or to such other address as may be notified by the other party in accordance with the provisions of this Condition). Any such notice sent by post shall be deemed to have been given 3 days (in the case of notices despatched from an address in the United Kingdom to a UK recipient and 7 days in all other cases) after the time of posting and if sent by facsimile transmission at the time of despatch (provided that the sender shall have a transmission report confirming the notice was sent by facsimile transmission at the time of despatch and that the notice was sent to the correct number and that all the pages were transmitted).

18.6    The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.7    The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law.

18.8    It is intended to resolve any dispute or difference arising between the parties under or in connection with this Contract by negotiation in good faith between the parties. The following procedure shall be followed in relation to any dispute or difference between the parties relating to this Contract:

18.8.1    the parties’ managers responsible for the Contract shall meet within 14 days of either party giving notice in writing of any such dispute or difference.  If they are unable to resolve the matter within 30 days of first meeting; then

18.8.2    the matter shall promptly be referred by either party to a Director (or equivalent) of each of the parties.  If the Director (or equivalents) are unable to resolve the matter within 30 Business Days of the matter being referred to them; then

18.8.3    either party shall propose to the other party in writing that the resolution of the matter be dealt with by mediation.  If the parties are unable to resolve the matter by mediation; then

18.8.4    EITHER

(a)    either party may propose to the other party in writing that the matter be dealt with by arbitration by a single arbitrator with experience relevant to the nature of the Contract and/or the dispute appointed by agreement between the parties or, in default of agreement within 20 Business Days of the date of notice by a party of the failure to reach agreement, by a single arbitrator nominated on the application of either party to the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.  The decision of the arbitrator shall be final and binding on the parties, save in respect of manifest error, and the costs of the arbitrator shall be borne equally between the parties unless otherwise directed by the arbitrator.

OR

(b)    the dispute resolution process shall be deemed to have been exhausted in respect of that matter and each party shall be free to pursue the rights granted to it by this Contract and at law without further reference to the dispute resolution process and the parties submit to the exclusive jurisdiction of the English courts.

18.9    While the parties intend in good faith to use the procedure set out in Condition 18.8 to resolve disputes or differences which arise relating to this Contract, or if the procedure set out in Condition 18.8 is not compatible with the nature of the remedy sought, nothing in this Condition 18 (except where the parties have received a decision of an arbitrator under Condition 18.8.4(a) above, which shall be final and binding) shall prevent either party from seeking, obtaining or enforcing any other form of relief that is available at law and the parties submit to the exclusive jurisdiction of the English courts.

19    FREEDOM OF INFORMATION

19.1    Each party is subject to the requirements of the Freedom of Information Act 2000 (‘FOI Act’) and acknowledges that the FOI Act may apply to the information relating to the provision and performance of this Contract. 

19.2    In the event that the Customer receives a request for information under Part 1 of the FOI Act that relates to this Contract, SCENESAFE LTD. shall and procure that its sub-contractors:

19.2.1    assist and cooperate with the Customer to enable the Customer to comply with its information disclosure obligations, and provide all necessary assistance as reasonably requested by the Customer to enable the Customer to respond to the request for information within the time limit for compliance set out in section 10 of the FOI Act;

19.2.2     provide the Customer with a copy of all information in its possession, in the form that the Customer requires within 5 (five) Business Days;

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