Terms and conditions
Definitions and Application
- These terms and conditions shall apply to and be deemed incorporated in all contracts between Snow Business International Limited (SBI) and any person to whom it supplies Products and/or Services (Customer).
- The expression “Products” shall include materials and/or machinery.
- The expression “Services” shall include all facilities, services of personnel, vehicles, and props made available by SBI.
- The expression "Intellectual Property Rights" means all patents and designs of Snow Business (materials and equipment), rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of SBI, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- All charges are payable on invoice and SBI shall be entitled to charge interest at the rate of 8% on all balances outstanding after the due payment date.
- Once an order has been accepted, if it is subsequently cancelled, cancellation charges will apply: Specialist products made to order are charged for in full whether used or not. Specialist Services cancelled with less than 3 working days’ notice will incur charges for cancelled labour, shipments and hire. Products returned to our warehouse will incur a 20% restock fee (unless the products have been returned because they are faulty). Charges include all direct costs suffered by SBI, loss of profit on rental equipment rental held back, cancellation fees for technicians reserved and stood down. SBI will endeavour to accommodate variations in dates or specifications requested by the Customer but reserves the right to decline to do so.
- All charges are quoted exclusive of VAT, local taxes or import duties and the Customer shall pay VAT, local taxes or import duty as applicable.
- SBI reserves the right to add to the charge, the cost of any credit or charge card fee incurred by SBI when receipt of payment is via a credit or charge card.
- Any overpayment by the Customer will be refunded within 30 days or credited to the Customer’s account.
- The Customer shall not be entitled to set-off against sums due to SBI under any contract, any sums claimed by the Customer whether arising under that contract or any other transaction between the parties.
- SBI shall have a general lien over all Products delivered to it by the Customer or created by SBI for the Customer and such lien shall continue until all sums whatsoever and howsoever due from the Customer to SBI have been paid in full. All property, legal and beneficial, in any Products supplied by SBI shall not pass to the Customer until SBI has received full payment for all sums then owed by the Customer to SBI.
- SBI is unable to accept payment in cash of any sum. When SBI pays the Customer, it will be by bank transfer.
Risk and Insurance
- Some of the specialist services carried out by SBI and some Products supplied by SBI may carry some form of potential hazard and may present a risk, SBI’s charges do not reflect the potential liability to third parties for that risk. The Customer undertakes to have in place all normal and customary insurance, having regard to risks arising from the operations proposed.
- SBI will bear no responsibility or liability for damage caused by Products being misused by the customer.
- f SBI agrees to organise the delivery of Products, delivery dates are given to SBI by the shipper and SBI quotes those dates to the Customer in good faith. SBI will have no liability for failure of the shipper to deliver any of the Products promptly or at all. SBI uses its reasonable endeavours to employ only dependable shippers. Circumstances can occur that are outside the control of the shipper and cause delays. When an order is subject to a time crucial delivery date SBI recommends placing the order much earlier to reduce the risk of a late or lost delivery causing a problem.
- All personnel made available by SBI shall for the purpose of any liabilities to third parties or loss or damage sustained by the Customer or SBI, be deemed the servants of the Customer for the period during which they are made available and the Customer will observe all relevant health and safety regulations and union agreements governing the employment of such personnel and in particular (but not by way of limitation) will effect for the benefit of such personnel such insurance cover as may from time to time be required by the provisions of the applicable union agreements or law.
- If SBI makes available vehicles it will carry third party insurance for such vehicles when driven by persons specifically authorised by SBI. It will be the responsibility of the Customer to affect insurance for any vehicles provided by the Customer.
- Where SBI agrees to sell Products directly to the Customer the risk therein shall pass to the Customer at the time such Products are handed over to the customer, or to the customer’s shipper.
- In the case of all potentially hazardous special effects or other services SBI shall have the final decision as to whether and/or the way such services are to be rendered.
- In no circumstances shall SBI be responsible for any consequential or other loss or damage whatsoever suffered by the Customer by reason of the breakdown of any Product or any delay arising from a disrupted delivery.
Duties of Customer
- When the Products are not under the control of SBI, the Customer shall be responsible for checking them upon receipt and before use and shall make known to SBI any shortages or defects discovered from such inspection within three working days. Any shortages or defects so discovered will be remedied by SBI without charge. Any defects notified after commencement of use of the Products will be remedied by SBI but at the Customers expense unless occasioned by fair wear and tear.
- If the customer has cause for dissatisfaction of any kind, for any products or service provided by SBI, they shall notify SBI not later than 3 working days after receipt of the invoice for those products or services, otherwise the products or services will be deemed to have been satisfactory.
- The Customer will always ensure that Products made available by SBI for the Customer’s own use are handled and operated in a careful, skilful and proper manner only by appropriately qualified and experienced personnel who shall, unless SBI expressly agree to the contrary, be persons accepted by the appropriate union for that area. Under no circumstances may the Customer alter, including but not limited to modify, adapt, add to, copy or reproduce any Products or Intellectual Property Rights as supplied by SBI.
- The Customer undertakes to observe all statutory safety regulations, all studio and other regulations and all safety requirements and operating instructions specified by SBI; to ensure all safety guards and the like are kept in position; to provide all necessary crowd control and to give adequate prior notice to the police, fire and ambulance services and to all owners and occupants of property in the vicinity of the place where services are to be rendered by SBI.
- The Customer shall permit no liens or charges to attach to SBI’s property nor permit it to be subject to any distraint.
- The Customer shall be responsible for ensuring that adequate and safe supplies of water, power or other services or facilities are available as necessary to permit SBI to complete its Services in a prompt and safe manner any contracted services.
- The Customer undertakes to and shall indemnify SBI its officers, servants and agents and hold them harmless from and against all losses, costs, damages, claims or liabilities whatsoever and howsoever arising from or in connection with:
- any failure by the Customer to observe and perform its obligations hereunder:
- any claim relating to infringement of any of SBI’s Intellectual Property Rights, defamation, obscenity, invasion of privacy or the like in connection with the Customer’s material or the use or processing thereof by SBI, its officers, servants or agents; and
- any non-compliance with any applicable foreign laws or regulations.
Exclusion of liability
- Neither SBI nor any of its officers, servants or agents shall have any responsibility or liability for:
- any consequential or indirect loss and/or expense (including loss of turnover and profits) suffered by the Customer;
- any advice, information or assistance given by SBI, its officers, servants or agents to the Customer other than as a part of the contracted services and the same shall not be communicated by the Customer to any third party in circumstances where the third party might reasonably be expected to rely thereon;
- any acts or omissions of any third party introduced by SBI to the Customer, and with whom the Customer enters into any contractual or other arrangement;
- any loss, damage or liability to property whether of the Customer or any third party howsoever arising and whether or not occasioned or contributed to by any negligence or breach of contract on the part of SBI, its officers, servants or agents;
- death or any personal injury sustained by any person whomsoever and howsoever save that nothing in the Conditions nor in this Clause 6 shall be deemed to exclude or limit SBI’s liability for death or personal injury occasioned by negligence on the part of SBI, its officers, servants or agents.
- All warranties, conditions and representations implied by statute or by common law or by the laws of any foreign country are hereby expressly excluded in so far as it is legally possible to do so.
- SBI shall be entitled to rely upon all information, Products made available by the Customer and shall have no obligation to check the same nor shall SBI bear any responsibility for any loss, damage, defect or failure occasioned by any defect in such information or Products.
- Save as provided in Clause liability of SBI not excluded by the Conditions shall be limited to the amount of SBI’s charges paid or payable by the Customer in respect of the services and/or Products supplied by SBI in connection with which such liability has arisen.
- Whilst SBI will use every reasonable endeavour to secure prompt performance, time shall not be of the essence hereunder and SBI shall not be responsible for delays however occurring.
- SBI shall not be regarded as being in breach of its obligations hereunder if the Services rendered or Products supplied differ in minor respects from those specified in any quotation given by SBI provided that the Services rendered, or Products supplied are of the same standard in all material respects as those so specified.
- Without prejudice to the provisions of 3 and 4 above if Services or Products are to be made available or used outside the national or state boundary it shall be the duty of the Customer to notify SBI of all applicable foreign laws and regulations but although SBI shall endeavour to comply therewith so far as is reasonably practicable having regard to the Customer’s requirements the responsibility for ensuring such compliance shall rest with the Customer.
- Neither SBI nor any of its officers, servants or agents shall have any responsibility or liability for:
- All Knowhow and all Intellectual Property Rights used to create snow and winter effects are the absolute property of SBI.
- The Customer hereby acknowledges and accepts that it has no claim in respect of any of SBI’s Intellectual Property Rights. For the avoidance of doubt any work that the Customer instructs SBI to carry out is to be strictly interpreted as a specific order only for the supply of Products and/or Services in accordance with these Conditions.
- The Customer shall not do or permit anything to be done that may damage or endanger the Intellectual Property Rights and/or Knowhow in the Products and/or Services or other Intellectual Property Rights belonging to SBI or assist or allow others to do so (for example, by allowing them to be copied by another).
- The Customer covenants with SBI that without the written consent of SBI it shall not at any time sub-licence, transfer or assign, either in part or entirely the Intellectual Property Rights and/or Knowhow and further shall not copy, reproduce or reverse engineer any Products or Services supplied by SBI to the Customer.
- The Customer acknowledges that the Intellectual Property Rights of SBI are fundamental business assets of SBI and accordingly the Customer shall indemnify and keep indemnified SBI from and against all losses, costs and other liabilities suffered by SBI arising directly or indirectly from any breach of this clause 7 including, but not limited to, loss of sales and profits in respect of copied Products or Services.
SBI shall not be liable for any Losses suffered by the Customer to the extent resulting from any failure on the part of SBI, its officers, servants or agents caused by or directly or indirectly due to war, terrorism, act of any Government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes or lock outs, acts of God, illness, prevention from or hindrance in obtaining raw materials, energy or other supplies or any other similar cause or matter beyond reasonable control of the Seller and during the continuance of such causes or matters the obligation of SBI to the Customer shall be suspended.
- The Customer shall afford to SBI appropriate credits on all copies of any film, television or video production in respect of which SBI’s services are made available.
- The wording of all such credits shall be ‘Snow Effects – Snow Business’.
- SBI may include the Production name on SBIs ‘Credits List’ (after the production has been released to the public)
- SBI may show photographic images of its work in its photo-file and show-reel (after the production has been released to the public)
- No terms or conditions, representations, warranties or undertakings other than those set herein, and no variation of the Conditions shall be binding on SBI unless contained in a written instrument expressly varying the Conditions and signed by an officer of SBI.
- No waiver and any breach of the Conditions shall be deemed to constitute a waiver of any subsequent breach and no failure or delay on the part of SBI to enforce the Conditions shall prejudice its right subsequently to do so in respect of the same or any other breach.
- The Conditions shall take precedence over any conflicting terms and conditions of business of the Customer.
The Customer shall not be entitled to assign or sub-licence the benefit of any agreement entered between the Customer and SBI except with SBI’s prior written consent and without prejudice to the Customer’s continuing responsibility for performance and observance of the Conditions. SBI reserves the right to assign or sub-contract the performance of any of its obligations and its rights hereunder to any person providing similar services.
The Conditions and all contracts in which they are incorporated shall be subject to the laws of England and the non-exclusive jurisdiction of the English Courts.
If any term or provision of the Conditions shall be held to be illegal or unenforceable under any enactment or rule of law, such term or condition shall to that extent be deemed not to form part of the Conditions and the validity and enforceability of the remainder thereof shall not be affected thereby.