Terms of Business

Creation Exhibitions LTD Standard Terms and Condition of Sale:

1. Interpretation
1.1 In these Conditions, certain words and expressions have defined meanings which are denoted by such words starting with a capital letter. These definitions are set out at the end of these Conditions and form an integral part of the Contract.
1.2 In these Conditions headings will not affect the construction or meaning of the Conditions.

2. Application of Terms
2.1 These Conditions together with the Accepted Quote shall form the Contract to the exclusion of all other terms and conditions, including any terms or conditions which the Customer may purport to apply, or other document including, but not limited to, a Customer purchase order, any correspondence the Customer may have received from Creation, its officers, contractors, or any other connection in relation to the Equipment and Services to be provided by Creation.
2.2 Any correspondence the Customer may have received from Creation prior to the execution of the Contract shall be considered to be advice or guidance, which shall not override these Conditions. If there is any advice or guidance that the Customer may have received which may contradict or be at variance with any part of these Conditions, the Customer may contact Creation to discuss or clarify any such matter. 
2.3 The Contract may only be varied by supplementary agreement in writing between the Parties.
2.4 The Customer acknowledges that in entering into the Contract it is not relying on any representation or warranty, express implied or otherwise, which is not in writing and incorporated into the Contract.

3. Price and Payment
3.1 The Price for the Equipment and/or Services shall be that set out in the Accepted Quote and, unless otherwise agreed in writing, shall be in pounds sterling and exclusive of value added tax which shall be applied at the appropriate prevailing rate at the time of each transaction. 
3.2 Unless otherwise stated in the quotation, and subject to any additional charges applicable under clause 3.7, the Price shall be fixed and any agreed variations shall be stated in writing between Creation and the Customer. In cases where this is not possible, for example last minute changes on site, Creation shall confirm to the Customer in writing as soon as practicable the cost implications of any such variations which shall be additional to the original Price.
3.3 Where an exhibition organiser charges for submission of the stand design for approval, such charges are not included in the quotation and will be passed onto the Customer. Venue services such as power from the venue, drop wires/rigging, internet supply, water & waste and any other external element are not included in the quotation unless otherwise stated and will similarly be passed onto the Customer as additional charges to the Price.
3.4 For Projects to be delivered outside of the UK, no allowance has been made for any applicable fees in respect of import, export, customs, excise, handling, duties or similar charges which may be incurred when shipping, importing, and exporting Equipment. Any such additional costs incurred will be payable by or invoiced to the Customer.
3.5 For a UK registered Customer, unless otherwise stated in the Accepted Quote:
3.5.1 payment of 75% of the Price is due upon Sign Off but no later than 5 working days from the invoice date issued in respect of the Project;
3.5.2 the balance of 25% of the Price is due upon Handover. 
3.6 For a Customer registered overseas and Projects with a Price of less than £10,000 plus VAT, 100% payment is due upon Sign Off but no later than 5 working days from the invoice date issued in respect of the Project. 
3.7 Any invoices rendered in respect of variations or additional charges arising in relation to clauses 3.2, 3.3, 3.4, 4.2, 6.6, or 9.2 shall be payable within 30 days of the invoice date.
3.8 If any sum payable under the Contract is not paid by the due dates specified in clauses 3.5 to 3.7 then (without prejudice to Creation’s other rights and remedies) Creation reserves the right to:
3.8.1 suspend performance of any Services, installation or delivery of Equipment, or other obligations under the Contract until all amounts owed have been paid; and/or
3.8.2 charge interest on any overdue amounts on a daily basis from the due date to the date of actual payment at the rate of 1 per cent per month. Such interest shall be payable upon demand.
3.9 The Customer shall not be entitled to withhold payment, whether by way of set off, counterclaim, discount, or otherwise, of any amount due to Creation under the Contract by reason of any disputed claim by the Customer in connection with the Contract and the Customer shall make all payments due without any deduction.

4. Delivery Date and Sign Off
4.1 The delivery date of the Project shall be in line with the exhibition show dates or delivery date of an interior installation, activation, or other installation provided by Creation 
4.2 The Sign Off and payment date for a UK show is 60 working days before the first day of build and 90 working days before the first day of build for a show outside of the UK. An additional 10 working days is required for Sign Off and payment if the stand has a second story. If the Customer confirms and/or pays for the Project after this date, Creation reserves the right to apply a 10% surcharge to cover the additional costs of working to a shorter schedule if it is able to do so. Should the surcharge need to be more than 10%, Creation will inform the Customer in writing of the amount of surcharge as soon as this has been calculated. Any such surcharges will be incorporated into the Contract and will be additional to the original Price. 
4.3 In the event that the Customer misses the Sign Off and/or payment dates specified in clause 4.2, the specification, quality, quantity and/or delivery schedule cannot be guaranteed by Creation as compromises may have to be made. In such circumstances, the Customer absolves Creation of any responsibility for elements that are not as expected, unavailable, or not exactly as per the quotation or drawing specification. 
4.4 Should there be a Sign Off, payment, or timeline date in the quotation which indicates less days for delivering the Project than specified in clause 4.2, this is usually an indication that the Project will not have been signed off in time but Creation is still prepared to undertake the Project, in which case the provisions of clause 4.3 will apply.
 
5. Service, Specification, and Quality
5.1 Quotations provided set out an indicative overview of the elements provided within Creation’s design visuals but is not exhaustive. 
5.2 A detailed specification of the elements to be provided shall normally be produced by Creation within a technical CAD drawing, which will be supplied to the Customer for approval prior to production. This will form the material specification for the finishes and materials to be used. 
5.3 Creation’s CAD/line working drawings are indicative and are for layout and manufacturing purposes only. The responsibility for the structure to ensure it is safe and to standard remains with Creation’s manufacturers and Creation reserves the right to make any changes to the line drawing to ensure a safe and suitable construction method. 
5.4 If the Customer provides the design and/or technical CAD drawing, this will be an indication of the material specification for the finishes and materials to be used, but Creation cannot guarantee suitability or availability of that specification. 
5.5 All Equipment and Services to be provided for the Project shall be of satisfactory quality and fit for purpose, shall comply with all relevant laws and regulations, and shall be installed by competent and qualified personnel with the necessary skills to provide the Equipment and Services.
5.6 Creation reserves the right at its discretion to use alternative design, materials, fixtures, fittings, finishings, and fixings should a more appropriate solution become available, any elements are out of stock, or if any method, design, material, element, fixture, fitting, fixings, or finishings becomes unfeasible as a result of timing, availability or any other restriction or reason. Creation shall use its best endeavours to ensure that any such variations will be fit for purpose and as similar to the specified finish as possible. 

6. Handover of Project and Acceptance
6.1 The Project will be handed over to the Customer before the show opening. A ‘walk-around’ will be carried out by a Creation representative with personnel designated by the Customer to explain all elements of the stand and to identify and agree upon any necessary snagging, which will be addressed and carried out by Creation to an acceptable standard in accordance with the specification. 
6.2 It is the responsibility of the Customer to ensure that a representative is present for the Handover as any issues which are not identified and agreed during a walk-around cannot be guaranteed to be dealt with once the show opens. If a Customer representative does not attend the walk-around, the stand will be considered complete and built to a satisfactory standard.
6.3 If the Customer believes that any snagging identified has not been adequately addressed before the commencement of the show, any remaining issues should be brought to the attention of the Creation representative on site and confirmed in writing at the time. 
6.4 If any issues relating to the stand arise during the show, these must be reported immediately to the Creation representative on site in order that Creation is given the opportunity to deal with them. Creation will advise the Customer on-site representative of how any issues arising will be dealt with and confirm the position in writing. 
6.5 Creation cannot be responsible or liable for any issues which are not reported during the show or which are due to factors outside of Creation’s control. 
6.6 Creation cannot be held responsible for any issues caused by a third party, for example if a member of the public, exhibitor, or contractor causes damage to the exhibition stand. Should such an event occur, Creation shall endeavour to assist the Customer with appropriate remedial action. Any such remedial work other than minor ‘touch-ups’ shall be chargeable to the Customer.
6.7 Creation shall use all reasonable endeavours to achieve provision and installation of the Equipment by any specified or requested date. The Customer will co-operate with Creation to achieve installation by the relevant dates. If any delay is caused by the Customer and Creation incurs unavoidable costs, Creation shall be entitled to invoice the Customer for any such costs reasonably and unavoidably incurred.

7. Insurance
7.1 Creation shall be responsible for the insurance of all Equipment provided for the Project, as well as public and employer’s liability insurance in relation to its activities in providing the Equipment and Services up to the point of Handover. Creation shall also be responsible for insurance of the Equipment during any periods of storage arising under clause 8.4. Creation shall provide evidence of such insurance to the Customer upon request.
7.2 The Customer shall be responsible for the insurance of the Equipment from the point of Handover together with any property it brings to a show, as well as public and employer’s liability insurance in relation to its attendance at and activities during a show. The Customer shall provide evidence of such insurance to Creation upon request.
7.3 Where Creation is transporting, or arranging transport, of Customer’s property to a show, the Customer remains responsible for the insurance of such property. It is recommended that any such items be well wrapped and protected prior to transportation. Whilst all care shall be taken, Creation cannot accept any liability for any Customer’s property which may be lost or damaged. 

8. Ownership and storage of Equipment
8.1 Legal and beneficial title of the Equipment supplied under the Contract shall remain with Creation until such time as Creation has received payment in full from the Customer for all sums due under the terms of the Contract.
8.2 At the end of the Project, manufactured elements of the Equipment that are not ‘one-use’ shall become the property of the Customer subject to receipt of full payment under the Contract in accordance with the provisions of clauses 3.4 to 3.6. Subject to receipt of such payments, the Customer may choose to take physical possession of the Equipment, store the Equipment with Creation, or to dispose of the Equipment.
8.3 Should the Customer choose to take physical possession of the Equipment, the Customer may either arrange collection at its own cost or request Creation to arrange delivery of the Equipment to the Customer’s designated location. Where Creation arranges delivery of the equipment to the Customer, the costs of transportation and insurance shall be chargeable to the Customer plus a handling fee of 10% of the costs incurred.
8.4 Should the Customer request Creation to store the Equipment at the end of the Project, storage charges shall be billed on a minimum 12 months basis at £11,000 per annum plus VAT. Some elements of an exhibition stand (stock walls, double decks, raised floors, electrics, lighting AV etc) are often provided on a hire basis. These do not usually incur a storage charge. 
8.5 Should the Customer choose to have the Equipment disposed of, or should an invoice for storage not be paid within 30 days, a disposal charge will be calculated at the time of disposal which charge shall not exceed 5% of the Price plus 3 months storage charge, plus VAT.

9. Graphics
9.1 The graphics cost included within a quotation does not include the design of the digital artwork. Any graphics in the visuals provided are indicative. Digital print-ready artwork files are required 6 weeks before the site install date, or sooner if advised by Creation’s project manager. 
9.2 Creation can provide artwork if required at an hourly rate, currently £95 per hour plus VAT. Any suspensions points required from the venue are not quoted at this point unless otherwise stated. If Creation does not receive print-ready artwork in the correct format or by the 6 week deadline, Creation cannot guarantee the accuracy, quality or delivery time.

10. Furniture
10.1 Furniture visualised and quoted for is not always available upon Sign Off. Creation shall use its best endeavours to provide a solution that looks similar if the original furniture is unavailable. Delays between Sign Off and receiving the initial payment for the Project may also have an impact on available furniture.
10.2 Unless otherwise stated, any furniture included in quotations should be assumed to be on hire. Creation rarely has control over the selection of hire furniture suppliers for any given exhibition and cannot control the quality supplied. Creation will use its best endeavours to source the most suitable furniture but does not accept any responsibility or liability for hire furniture, which is not expected to be in brand new condition. Occasionally, there will be chips, marks, dents or other imperfections.

11. Confidentiality and Data Protection
11.1 Each Party agrees to maintain secret and keep confidential all Confidential Information of the other Party as well as the terms of the Contract, provided that a Party shall be entitled to make any disclosure required by law or regulatory requirement subject to notifying the other Party as soon as possible of such disclosure requirement together with the information which is required to be disclosed under such legal request or regulatory requirement.
11.2 Each Party agrees not to seek to use any Confidential Information of the other Party for the purposes of generating business or to obtain a commercial, trading or other advantage or benefit to the other Party’s detriment, or to assist or allow another party to do so.
11.3 Each Party shall comply with the requirements of the GDPR and DPA in relation to any data exchanged between or shared by the Parties.
11.4 Notwithstanding the provisions of clause 11.1, Creation shall be entitled to make limited disclosure of the existence of the Contract by making reference to providing exhibition services to the Customer at the show(s) in question in its publicity and promotional material including its website, social media, and brochures.

12. Intellectual Property
12.1 Each Party shall respect the other Party’s trademarks, logos, copyright, and other intellectual property and waives any claims, rights, or title to such intellectual property of the other Party, whether registered or not.
12.2 All designs produced by Creation remain the property and copyright of Creation and must not be disclosed to any other party without Creation’s prior written consent. Should the Customer use or disclose Creation’s designs or a similar variant to be built by a different company, the Customer agrees to compensate Creation for such violation of its intellectual property rights by payment of the sum of 5% of the Price. 

13. Limitation of Liability
13.1 Creation’s entire financial liability (including any liability for the acts and omissions of its employees, agents, and sub-contractors) to the Customer under the Contract shall, subject to clause 13.2, be limited to the lesser of the Price or £50,000, save that nothing in these Conditions excludes or limits the liability of Creation for death or personal injury caused by Creation’s negligence or any acts of fraud.
13.2 If either Party suffers any loss or damage which is recoverable under any relevant insurance policy held by that Party, then the other Party’s liability shall be reduced by such sum as is so recoverable by the Party suffering loss or damage under its insurance policies.
13.3 Notwithstanding the provisions of clauses 13.1 and 13.2, neither Party shall be liable to the other Party in respect of any loss of profit, goodwill, or any type of special, indirect or consequential loss (including loss or damage suffered by the other Party as a result of an action brought by a third party) even if such loss was reasonably foreseeable and the Party incurring the loss had notified the other Party of the possibility that such loss might be incurred.
13.5 The Customer’s entire financial liability to Creation under the Contract shall be limited to its obligations to make payment in accordance with these Conditions, and any interest arising, in accordance with the terms set out in clause 3, save that nothing in these Conditions excludes or limits the liability of the Customer for death or personal injury caused by the Customer’s negligence or any acts of fraud.

14. Termination
14.1 Either Party may terminate the Contract by giving written notice to the other Party in the following circumstances:
14.1.1 with immediate effect in the event that the other Party is declared bankrupt or insolvent, makes a composition with its creditors, is subject to a petition for winding up, or ceases to trade for whatever reason;
14.1.2 by 30 days notice in the event that the other Party fails to comply with its respective obligations detailed in the Contract.
14.2   Any termination of the Contract howsoever caused:
14.2.1 shall not affect any rights, obligations, or liabilities of either Party which have accrued prior to the date of termination;
14.2.2 shall not affect the continuation of any provision of the Contract and these Conditions which is expressly or by implication intended to continue in force on or after such termination.
14.3 All payments due under the Contract shall become due immediately upon termination and Creation will issue the Customer with a final invoice (which shall also be immediately due and payable) covering any outstanding charges under the Contract.

15. Cancellation or Unexpected Delays
15.1 If the show or event which is the subject of this Contract should be cancelled by the show or event organisers in unexpected circumstances, or Creation is delayed or prevented from fulfilling the Project due to Force Majeure, Creation shall not be responsible for any failure to fulfil its obligations under the Contract and shall be entitled to offer to provide the Equipment and Services at any postponed or future date of the show or event. In such circumstances, the Price may be uplifted to reflect any additional costs incurred in fulfilling the future installation, for example, but not limited to, for non-refundable site logistics (flights, hotels, and the like) that have already been incurred, change in location, increase in site logistics, and inflationary increases. Creation will provide the Customer with a fully itemised and costed list of any such additional charges.
15.2 In the event of delays or a cancelled show or event arising under the circumstances contemplated in clause 15.1, Creation shall notify the Customer and shall provide details of the cancellation or Force Majeure event and will attempt to mitigate the effect of such event where possible. If Creation is unable to fulfil the Contract under such circumstances, Creation shall be entitled to all costs incurred up to the time of cancellation or declaration of the Force Majeure event. A final invoice and statement of account will be issued to the Customer for payment or refund as appropriate. 
15.3 Should the Customer wish or purport to cancel the Contract except for the justified circumstances referred to in clause 14, the Customer shall not be entitled to any refund of any sums paid and shall be liable to Creation for all unavoidable costs incurred up to the time of cancellation. Under such circumstances, Creation will issue the Customer with a final invoice (which shall be immediately due and payable) covering any outstanding charges under the Contract.

16. General Provisions
16.1 Neither Party shall assign the Contract or any part of it without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that Creation may sub-contract certain services which are in the normal course of Creation’s business or where such services are required in order to fulfil the Contract but are not within Creation’s field of expertise. 
16.2 Any notice required to be given under the Contract shall be sufficiently given by either Party if sent to the other by registered “signed for” mail to the last known postal address of the other Party and every notice sent shall be deemed to have been received and given at the time when it was signed for.
16.3 Neither Party shall, and shall procure that its associates shall not, for the duration of the Contract and for a period of one year after its termination (unless agreed in writing by the other Party) employ, solicit or endeavour to entice away from the other Party any of the other Party’s staff involved in providing the Services, or arrange the employment or engagement by any other person firm or company of any of the other Party’s staff involved in connection with the Contract.
16.4 Creation reserves the right to vary the terms of the Contract (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 Creation including, without limitation, natural disaster, 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, then the Customer shall be entitled to give not less than 30 days’ notice in writing to Creation to terminate the Contract.
16.5 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.
16.6 Failure or delay by either Party 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.
16.7 Any waiver by either Party of any breach of, or any default under, any provision of the Contract by the other Party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
16.8 The Parties 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.
16.9 This Contract is governed by, and shall be interpreted in accordance with, English Law. The Parties submit to the exclusive jurisdiction of the English Courts. Creation and the Customer shall use all reasonable endeavours to resolve any dispute arising in connection with the Contract. In the event that such a dispute cannot be resolved by negotiation or mediation, the matter shall be determined by the English Courts. 

17. Defined Terms
In these Conditions the following expressions have the defined meanings:

•    ‘Accepted Quote’ - a quotation issued by Creation setting out the Equipment and/or Services to be supplied which has been accepted by the Customer
•    ‘Conditions’ - the standard terms and conditions of sale as set out in this document
•    ‘Confidential Information’ - all information which has been disclosed by one Party to the other Party concerning its operations, processes, customers, suppliers, pricing, plans, intentions, trade secrets, market opportunities, and business affairs which is not in the public domain
•    ‘Contract’ - the Accepted Quote and these Conditions
•    ‘Creation’ - Creation Exhibitions Limited, a company incorporated in England & Wales under registration number 10917843 and having its registered office at 483 Green Lanes, London N13 4BS 
•    ‘Customer’ - the person(s), firm, or company named as the customer on the Accepted Quote
•    ‘DPA’ – the Data Protection Act 1998
•    ‘Equipment’ - the equipment to be sold, hired, or stored by Creation to or for the Customer 
•    ‘Force Majeure’ – the circumstances defined in clause 16.4
•    ‘GDPR’ – General Data Protection Regulation
•    ‘Handover’ – as defined in clause 6.1
•    ‘Party’ – Creation or the Customer
•    ‘Parties’ – Creation and the Customer
•    ‘Price’ - the total price to be paid by the Customer for the Equipment and/or Services as specified in the Accepted Quote, excluding any applicable VAT
•    ‘Project’ – the provision of the Equipment and Services as specified in the Accepted Quote
•    ‘Sale of Goods Act’ – collectively or any of The Supply of Goods (Implied Terms) Act 1973, The Sale of Goods Act 1979, The Supply of Goods and Services Act 1982, and The Sale and Supply of Goods Act 1994 
•    ‘Services’ - the services to be provided by Creation to the Customer as set out in the Accepted Quote
•    ‘Service Description’ - a description of the Services to be provided by Creation as detailed in the Accepted Quote 
•    ‘Sign Off’ – written confirmation of the Accepted Quote by the Customer to Creation
•    ‘VAT’ – Value Added Tax