LOCATION LIGHTING LONDON LTD
TERMS OF TRADE FOR THE SUPPLY
OF EQUIPMENT, GOODS, FACILITIES AND SERVICES

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1 INTERPRETATION
In these terms the following expressions shall have the following meanings:
“Contract” the booking, the order, the hire or proposed hire of
equipment goods, facilities or services pursuant to an
offer by the Customer and acceptance by the Company
in accordance with these Terms;

“Contract Price” the amount payable by the Customer to the Company as

detailed in the Contract Document;

“Contract Period” the period specified in the Contract Document;
“Contract Document” the Company document detailing the Customer, the
Contract, the Contract Price, the Contract Period and
any Special Conditions;

“Customer” the individual, firm or company as specified in the
Contract Document to whom the Company is supplying
the equipment, goods, services or facilities under the
Contract;

“Company” LOCATION LIGHTING LONDON LTD (LLLL)
“Dry Hire” the equipment, goods and facilities under the Contract
hired to the Customer not under the control of the
Company;

“Conditions” the Terms of Trade as detailed herein;
“Special Conditions” any amendments or additional conditions specified in
the Contract Document which take precedence over
these Terms of Trade.

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2 AGREEMENT
The Company enters into all agreements with the Customer solely on the terms of
these Conditions and no representation or warranty collateral or otherwise shall bind
the Company and no statement made by any representative by or on behalf of the
Company shall vary these conditions unless such representation warranty or statement
shall be made in writing and signed by a director of the Company and shall be stated
to be made specifically in pursuance of this clause 2 of these Conditions. The
Company shall not be bound by any Conditions of business of the Customer unless
such conditions are expressly accepted by the Company by a statement made in
writing signed by a director and stated to be made specifically in pursuance of this
clause 2 as aforesaid. Where there is any variance between the Customer's conditions
and these Conditions, these Conditions shall prevail.

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3 ORDERS/BOOKINGS
3.1 Orders may be placed verbally or in writing and thereupon such orders become
binding provided that all cancellations will only be effective if given in writing by the
Customer;
3.2 No order or purported booking of equipment, goods, facilities or services by the
Customer shall bind the Company unless and until the Company have accepted the
order or booking by the issue of an order of acceptance or invoice or Contract
Document or by some other act of acceptance on the part of the Company.

4 CONTRACT PRICE AND PAYMENT
4.1 The Contract Price quoted by the Company is exclusive of VAT (which if
applicable shall be applied at the appropriate rate);
4.2 All prices quoted by the Company are valid for 30 days only, unless otherwise
stipulated;
4.3 The Company reserves the right to increase the Contract Price to reflect:
4.3.1 any use of the equipment, goods, facilities or services beyond that
provided for under the Contract; or
4.3.2 any increase in the cost of the provision of any equipment, goods,
facilities or services due to any deficiency in the Customer’s instructions or
any delay on the part of the Customer;
provided that the Company shall use reasonable endeavours to keep the amount of
any
such increase to a minimum and, where practicable, shall advise the Customer in
writing of the nature and amount of such increase prior to incurring it;
4.4 The Company shall submit an invoice to the Customer for payment due and the
Customer shall remit full payment due within thirty (30) days of date of invoice;
4.5 In the event that the Customer fails to make payment by the due date the
Company
shall, without prejudice to its other rights under the Contract (including but not
limited
to those set out in Clause 5) or otherwise, at law or in equity be entitled to:
4.5.1 charge the Customer interest from the date specified for payment of the
principal sum described in Clause 4.4 upon the outstanding amount at such
rate as the Company may decide but which in any event shall not exceed 5%
per annum above the Company’s principal banker's normal base rate from
time to time accruing daily until payment of the principal sum is paid in full;
4.5.2 require payment in advance for the continued performance of the
Contract without incurring any liability whatsoever to the Customer;
4.5.3 refuse to further perform the Contract without incurring any liability
whatsoever to the Customer;
4.5.4 suspend further performance of the Contract until the Customer has
supplied a satisfactory credit reference or bank guarantee;
4.5.5 be reimbursed by the Customer for all costs and expenses incurred in the
collection of any overdue amount.
4.6 The existence of a query in respect of any individual item in an invoice submitted
by the Company shall not affect the due date for payment of the balance of the
invoice
and such queries shall be notified in writing to the Company no later than 14 days
from the date of invoice.

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5 CANCELLATION
5.1 Cancellation of an order and/or booking will be effective only upon receipt by the
Company of written notice of cancellation by the Customer.
5.2 In the event of cancellation the Customer agrees to indemnify the Company in full
against all loss (including loss of profit), costs and expenses incurred or committed by
the Company as a result of the order and/or booking.
5.3 Notwithstanding Clause 5.2 above, the Customer shall pay the Company’s
standard minimum cancellation charges as follows:
5.3.1 where cancellation occurs not less than seven clear days before
scheduled commencement of the supply of goods, facilities or services, 50%
of the Contract Price;
5.3.2 where cancellation occurs less than seven clear days before scheduled
commencement of the supply of goods, facilities or services, 100% of the
Contract Price;
5.3.3 In the event of cancellation or breach of any agreement after
commencement of the supply of goods, facilities or services any deposit or
monies paid hereunder shall be forfeited to the Company but without prejudice
to any other rights and remedies of the Company in respect of such
cancellation or breach.

6 EXPENSES
Where the Contract Price does not include travel and subsistence expenses the
Company shall be entitled to reimbursement of all such reasonable expenses required
to be made by any person engaged by the Company for the performance of the
Contract.

7 SUPPLY OF EQUIPMENT, GOODS, FACILITIES AND SERVICES
7.1 The Company will exercise all reasonable care and skill in the discharge of its
obligations in respect of the order and/or booking and will provide such services,
equipment and materials as the Company considers reasonable for such purpose
PROVIDED THAT:
7.1.1 it shall nevertheless be the responsibility of the Customer prior to the
commencement of the Contract to ensure that all services, equipment and
materials to be provided by the Company are appropriate to and will satisfy
the Customer’s specific requirements and that all services, equipment and
materials to be provided by the Customer are suitable and are supplied on the
date(s) when required;
7.1.2 if the Customer shall require the Company to supply any additional
services, equipment and materials not provided for in the Contract Price, the
Company shall use its reasonable endeavors to supply the same on no more
than the Company’s standard rates in force at the time and any extra charge
shall be agreed with and borne by the Customer in addition to the Contract
Price; and
7.1.3 The Company may at any time without notice make such changes to its
services, equipment and materials as may be necessary to comply with any
applicable safety or other statutory requirements or which do not materially
affect the nature and quality of the services, equipment and materials
provided.
7.2 Each of the Company and the Customer acknowledges its legal responsibilities for
the health and safety of persons attending any workplace and agrees to take all
reasonable practicable steps to ensure the health, safety and welfare of their respective

staff, other persons engaged in the Customer’s production and any audience or other
visitors to or users of the workplace.
7.3 Without prejudice to the obligations of the Customer under Clause 7.2, the
Company reserves the right to refuse permission for the operation or use in the
workplace of any equipment and materials provided by the Customer which the
Company reasonably suspects may be unsafe or a risk to health and for this purpose
the Customer agrees that the Company may (but shall not be obliged to) carry out
safety tests on such equipment and materials as The Company may think fit.
7.4 The Customer shall be at liberty to provide its own or freelance technical
personnel subject to prior arrangement and subject to the right of the Company to
refuse the employment of any person if, in the Company’s reasonable opinion, that
person is not suitably qualified having regard to his or her responsibilities, provided
that:
7.4.1 operation of certain specialized equipment shall be limited to trained
Company personnel only;
7.4.2 no repair or modification shall be carried out to any part of the
Company’s equipment and materials other than by suitably qualified Company
personnel; and
7.4.3 the Company may, notwithstanding any previous approval, prohibit the
use or operation of any equipment and materials by any person where the
Company reasonably considers that the competence of such person poses a
material risk to health or safety, to any property or to the efficient and
satisfactory completion of the production. In such circumstances and after
consultation with the Customer, the Company may agree to provide the
services of its own staff at additional cost.
7.5 The Customer shall indemnify the Company against all loss, costs, claims or
damages and other sums payable by the Company due to the unsuitability of the
venue or workplace, non-performance or unsatisfactory delivery by any third party or
due to lack of control of audiences or the public attending such venue or workplace,
or other personnel involved or present.
7.6 The Customer will ensure that the work carried out under the Contract does not
contravene any laws, byelaws or local or national working regulations both in UK and
overseas at the venues or workplaces booked by or on behalf of the Customer.
7.7 Where the Contract consists of the hiring out or leasing of any equipment, goods
or materials or facilities from the Company they shall remain at all times the sole and
exclusive property of the Company and the Customer shall not sell assign let pledge
mortgage charge encumber or part with possession of or otherwise deal with the
equipment, goods or materials or facilities or any interest therein or create or allow to
be created any lien thereon and the Company may terminate the Contract with
immediate effect in the event of the Customer making any attempt to do so.

8 EQUIPMENT AND MATERIALS
8.1 Unless the Company shall otherwise agree in writing, the Company does not
accept responsibility for loss or damage to any equipment and materials or other
property belonging to or brought into the workplace by the Customer or any of the
Customer’s employees, agents, sub-contractors and guests (including any audience)
and such items shall at all material times be at the risk of the Customer.
8.2 In the event that the Customer supplies its own equipment and materials in
connection with any order/booking, the Company shall have no liability in respect of
any damage, delay or failure caused by any deficiency in the quality or functionality
of such equipment and materials or their incompatibility with the Company’s

equipment and materials.
8.3 If the Company agrees to store the Customer’s equipment and materials, the
Customer shall pay the Company’s charges for such storage up to and including the
date of collection or removal. In the event that the Customer shall fail to remove its
equipment and materials from storage within 14 days of the expiration of any agreed
period, the Company shall be entitled to sell or otherwise dispose of such equipment
and materials and, after deduction of any costs of sale or disposal, arrears of storage
charges and other sums owing by the Customer to the Company, the Company will
account to the Customer for the balance of any proceeds (excluding VAT).
8.4 The Company may (but shall not be obliged to) require that any instruction from
the Customer for the removal, destruction, disposal or other dealing with any
equipment and materials or other property of the Customer in the care of the
Company shall be confirmed in writing. Unless otherwise agreed in writing,
equipment and materials and other property returned to or to the order of the
Customer by the Company will be delivered at the risk and cost of the Customer.
8.5 If the Company agrees to supply any equipment or materials to the Customer then,
notwithstanding their delivery to the Customer, title to such equipment or materials
shall not pass to the Customer until such time as the Company has received payment
in full of its relevant invoice and, until title passes to the Customer:
8.5.1 the Customer shall hold such equipment or materials as the Company’s
fiduciary agent and bailee and shall keep the equipment and materials separate
from those of the Customer and third parties and properly stored, protected
and insured and identified as the Company’s property.

9 USE OF EQUIPMENT – DRY HIRE
9.1 The Customer warrants and agrees:
9.1.1 all rented electrical equipment must be connected to a suitable earthed
power supply;
9.1.2 to ensure that all equipment is handled by a competent person;
9.1.3 lanterns must be disconnected from power supply before changing
lamps;
9.1.4 care must be taken to ensure adequate mains supplies for dimmer
systems. Equipment supplied for single phase operation must not be connected
to more than one phase;
9.1.5 the Customer shall be responsible for the safe-keeping, use in a
workmanlike manner within the manufacturers rated capacity, and return on
completion of the hire in equal order (fair wear and tear excepted) of all
equipment on hire;
9.1.6 the Customer shall be responsible for compliance with all laws and
regulations applicable to the equipment and to the work being performed by
the equipment;
9.1.7 the Customer shall take all reasonable steps to keep himself/herself
acquainted with the state and conditions of the equipment and shall be solely
responsible for routine inspection of the equipment and for any damage, loss
or accidents whether directly or indirectly arising from the use of the
equipment;
9.1.8 the Customer shall regularly clean the equipment at the Customer’s
expense and return it to the Company in a perfectly clean condition.
9.2 The Customer shall:
9.2.1 collect the equipment from the Company’s authorized representative or
premises at the commencement of the Contract Period and return the

equipment likewise at the end of the Contract Period;
9.2.2 use the equipment only for the purposes for which it is designed;
9.2.3 maintain the equipment in the same working condition and appearance
and state of repair as at time of collection or delivery and in default of so
doing pay to the Company on demand the cost of remedy, repair or
replacement howsoever any damage might be caused;
9.2.4 not sublet, lend or otherwise part with the possession of the equipment or
any item thereof;
9.2.5 immediately on request advise the Company of the whereabouts of the
equipment;
9.2.6 not pledge the equipment or any item thereof nor allow the same to be
taken in execution;
9.2.7 return the equipment to the Company’s authorized representative or
premises upon the date of termination of the Contract Period and in default of
so doing pay to the Company by way of liquidation in respect of each
subsequent day a sum equivalent to the daily Contract Price payable in respect
of each additional day the equipment is in the Customer’s possession, such
sums to be paid without prejudice to the Company’s right to greater damages
for such default in the event of greater loss, including those arising from the
Company being unable to fulfill subsequent hirings.

10 INDEMNITY
10.1 The Customer shall indemnify the Company against all liabilities, claims,
demands, damages, losses, costs and expenses (including legal costs) which may be
incurred by or brought against the Company in respect of:
10.1.1 injury to any person or loss of or damage to any property arising out of
or in connection with the use by the Customer of any goods and/or facilities
and/or services as a result of any negligent act or omission by the Customer;
10.1.2 any breach of or non-compliance by the Customer of any of its
obligations or warranties under the Contract;
10.1.3 the Customer’s negligence or willful default;
10.1.4 any claims from third parties made as a result of the Customer’s acts or
omissions.

11 LIABILITY
11.1 Nothing in the Contract excludes either party’s liability for death or personal
injury caused by that party’s negligence or willful default.
11.2 Subject to Clause 11.1 the Company shall only be liable to the Customer for
accidental loss or damage caused by the negligence or default of the Company.
11.3 In no circumstances shall the Company be liable for any loss of profits or any
indirect or consequential loss of any nature whatsoever.
11.4 In any event, and notwithstanding anything contained in the Contract, the
Company’s liability in contract, tort (including negligence or breach of statutory duty)
or otherwise howsoever arising by reason or in connection with this Contract (except
in relation to death or personal injury) shall be limited to the Contract Price.

12 INSURANCE
12.1 The Customer shall arrange and maintain insurance throughout the Contract
Period to cover its legal liabilities and the responsibilities imposed by the Contract
including but not limited to Public liability insurance with a scope of cover
appropriate to the equipment, goods, facilities and services supplied under the
Contract with an adequate indemnity limit which shall be no less than five million
pounds sterling (£5,000,000) in respect of any one claim or incident. For the

avoidance of doubt, such minimum insurance level shall not be a limit of liability
under the Contract.
12.2 Where the Customer engages a sub-contractor the Customer shall ensure that the
insurance requirements as specified in Clause 12.1 extend as necessary to cover the
liabilities and responsibilities of the sub-contractor under the Contract or that the
subcontractor holds its own insurance in accordance with Clause 12.1.
12.3 Where the Contract consists of Dry Hire of equipment, goods or facilities:
12.3.1 the Customer shall arrange and maintain adequate insurance in relation
to the loss of or damage to any equipment goods or facilities hired or loaned to
the Customer by the Company;
12.3.2 the Customer shall be responsible to the Company for the prompt repair
or replacement (at the Company’s option) of equipment goods or facilities lost
or damaged whilst in the charge and control of the Customer, other than to the
extent that the loss or damage is caused by the Company’s breach of any of
the provisions of the Contract or any other of its omissions.
12.3.3 The Customer is ultimately liable for any and all damage, repair or
replacement costs of equipment hired to them by the Company, in the event of
damage, loss or theft, other than to the extent that the loss or damage is caused by the
Company’s breach of any of the provisions of the Contract or any other of its
omissions.
12.3.4 If the damage, loss or theft of any of property belonging to the Company
should occur, the cost of such repair or replacement will be paid by the Customer or
its agents within 30 days form the end of the hire period. If the cost of such repair or
replacement is not paid within this period, the Customer will incur a loss of hire
charge. This charge will be at list price less a 20% discount on a 4 day week hire
period, or a daily hire at list price less 20% should the period be less than 7 days.
12.4 The Company shall not be liable for any consequential or indirect loss, including
any loss of profits revenues and/or business, anticipated savings, whether or not in the
contemplation of the parties at the time of entering into the Contract, incurred by the
Customer as a result of the loss of or damage to the equipment goods and facilities
(by
whatever means) during the course of their being hired or loaned by the Company,
and the Customer is advised to arrange and maintain insurance in respect of such loss.
12.5 The Customer shall provide to the Company prior to the commencement of
Contract Period satisfactory evidence of compliance with this Clause 12.

13 TERMINATION
13.1 The Company shall have the right to terminate the Contract at any time upon
written notice to the Customer if:
13.1.1 the Customer shall fail to make any payment due under the Contract in
full in accordance with Clause 4;
13.1.2 the Customer shall commit or cause to be committed any breach of its
obligations under the Contract and:
(i) the breach is capable of remedy and the Customer fails to remedy
the breach within 7 days (or such shorter period as may be reasonable)
of receipt of a written notice to the Customer specifying the breach and
requiring its remedy (in which case the Company may remedy the
breach and recover the costs thereof from the Customer and terminate
the Contract in accordance with this Clause 13; or
(ii) the breach is not capable of remedy; or
(iii) the breach is a material breach or a breach of a material term;

13.1.3 the Customer commits an act of bankruptcy or insolvency, is unable to
pay its debts as or when they fall due or makes any composition or
arrangement with its creditors, or goes into liquidation whether voluntary or
compulsory, or if any order is made or a resolution is passed for the winding
up of the Customer (except for the purpose of a solvent amalgamation or
reconstruction), or if it ceases or prepares to cease trading, or if it suffers the
appointment of a receiver, administrative receiver, administrator or similar
officer over the whole or part of any of its assets; or
13.1.4 there is a change of control of the Customer. For the purposes of this
paragraph (13.1.4) "control" means the ability to direct the affairs of the
Customer whether by virtue of contract, ownership of shares or otherwise
howsoever in relation to the subject matter of the Contract;
13.1.5 the Company exercises its rights under Clause 7.7 or the continued
performance thereof is prevented by reason of any event beyond the
reasonable control of the Company or the Customer (any such occurrence
being deemed an event of force majeure).
13.2 The Customer shall be entitled to terminate the Contract with immediate effect in
writing if at any time during the Contract the Company shall commit or cause to be
committed any breach of its obligations under the Contract provided that in the case
of a breach capable of remedy the Customer shall have first given written notice to the
Company specifying the breach complained of and requiring the same to be remedied
within a reasonable period of time from notification thereof and the Company shall
have failed to comply therewith.
13.3 Termination of the Contract howsoever arising shall be without prejudice to any
rights accruing or already accrued to either party at the date of termination.
13.4 Upon termination of the Contract for any cause whatsoever all sums accrued due
to the Company under the Contract shall immediately become due and payable to the
Company.
13.5 Upon termination of the Contract the Customer agrees that a representative of
the
Company may enter upon any premises upon which the Company’s equipment, goods
or facilities may be kept or reasonably believe to be kept for the purpose of its
recovery and where such equipment, goods or facilities is on premises not occupied or
under the control of the Customer, the Customer undertakes to secure for the
Company permission to enter for such purposes and the Customer shall compensate
the Company for any costs incurred in effecting such premises.
13.6 The rights and obligations of either party arising under Clauses 7.7, 10, 11, 13.4
14, 17 and 20 shall survive termination of the Contract.

14 FORCE MAJEURE
14.1 Neither party shall be liable for any failure to fulfill its obligations under the
Contract by reason of any event beyond its reasonable control including but not by
way of limitation Acts of God, strikes, lockouts, war, riot, civil commotion, order or
Act of Government (whether national or international), any such occurrence being
deemed an event of force majeure.
14.2 If either the Company or the Customer is prevented or delayed from performing
any of its obligations under the Contract by an event of force majeure then that party
shall be entitled by notice in writing to the other party given at any time during the
subsistence of the event to suspend the Contract for the duration of the event. Where
the party giving notice is unable to proceed with the Contract by reason of matters
arising from the event for a reasonable period of time following notice of suspension

then such party shall have the right to terminate the Contract with immediate effect in
writing.

15 NOTICES
15.1 Any notice, request, instruction or other document to be given hereunder shall be
delivered or sent by first class, pre-paid post or facsimile transmission (to be
confirmed by letter posted within 12 hours of the time of transmission) to the last
known address or facsimile number of the party concerned (or to such other address
or facsimile number as may have been notified in accordance with the provisions of
this Clause).
15.2 Any notice or document shall be deemed to have been served:
15.2.1 if delivered by hand or sent by facsimile transmission at the time of
delivery or transmission if between the hours of 9.00 am and 5.00 pm on a
business day or otherwise at 9.00 am on the next succeeding business day; and
15.2.2 if posted, on the second business day after posting and for this purpose
a “business day” shall mean a day other than a Saturday, Sunday or public
holiday in England.
15.3 In proving service (without prejudice to any other means):
15.3.1 by post, it shall only be necessary to prove that the envelope containing
the notice or document was properly addressed, stamped and posted and that it
has not been returned to the sender;
15.3.2 by facsimile, that the notice or document was duly received by
production of a copy fax bearing the automatic record of correct transmission.

16 ASSIGNMENT
Neither the Company nor the Customer shall be entitled to assign (in whole or in part)
the benefit or burden of any Contract to any third party without the prior written
consent of the other, except that the foregoing shall not preclude the use by the
Company of hired-in equipment and materials, sub-contract labour or facilities.

17 WAIVER
The failure of either party to exercise or enforce any right conferred upon it by the
Contract shall not be deemed to be a waiver of any such right or operate so as to bar
the exercise or enforcement thereof at any time(s) thereafter. No waiver of any term
or condition of the Contract shall operate as a waiver of another or constitute a
continuing waiver.

18 VARIATION
Any amendment or variation to the Contract shall be made by prior written agreement
between the parties.

19 NO AGENCY, PARTNERSHIP OR JOINT VENTURE
Nothing in the terms of the Contract shall create or be deemed to create a partnership
or a joint venture or shall be deemed to constitute either party as the agent of the
other.

20 LAW
The Contract shall be construed in accordance with the laws of England.