Conditions of Business

ORIORDAN LIMITED

CONDITIONS OF BUSINESS

Customers should note that the Conditions of Business of ORIORDAN LIMITED (engaged in the supply of Camera, lighting, rigging and associated equipment, materials and services) contain clauses which exclude, limit or modify its liability and require an indemnity from the Customer in certain circumstances.

Customers are therefore asked to read these Conditions of Business with care and to forward a copy to their insurers.

ORIORDAN LIMITED is engaged in the supply of equipment, materials and services in circumstances where it is customary for such facilities to be supplied at the Customer’s risk and where the Customer is generally in the best position to insure.

1. Parties

1.1. These Conditions of Business shall apply to all transactions for the supply of equipment, materials and services (including the services of designers, technicians and other personnel) by ORIORDAN LIMITED.

1.2. Definitions. In these Conditions the following shall (as the context permits) mean:

Conditions: these terms and conditions of business (as modified from time to time) and including any variations agreed in accordance with

clauses 6.1 and 6.2

Contract: the provision of Elements by ORIORDAN LIMITED to the Customer pursuant to an Order subject to these Conditions.

Contract Price: the total charges agreed with the Customer for the provision of the Equipment and Services

Customer: company, person or firm (or its employee, agent or sub-contractor) dealing with ORIORDAN LIMITED

Delivery Note: a computer generated or hand-written despatch note listing the Equipment provided and despatched by ORIORDAN LIMITED pursuant to an Order

Element a Contract is broken down into separate Elements as follows:

(i) some Equipment provided pursuant to an Order may be deemed by ORIORDAN LIMITED to be separate distinctive contracts by virtue of its intended use, (for

example where a large Order is made for Equipment which is to be used in separate synonymous locations and or events)

(ii) Technical Services

(iii) Pre-production Services

(iv) Sub-contract Services

(v) additional Equipment requested by the Customer after the date of Order

Element Price: the part of the Contract Price specified for the Element in question or the proportion of the Contract Price attributable to

the Element in question

Equipment: all equipment and materials together with its customised packaging provided pursuant to a Contract or pursuant to clauses 4.6, 7.3 or 7.5

List Price: the current prices or rates from time to time charged by ORIORDAN LIMITED for the hire of equipment, sale of material or the supply of Services, as the case may be

Order: either a request (orally or in writing) by the Customer to buy or for the provision of Equipment and or Services as set out in a

Quotation, or an oral or written order from the Customer to buy or for the provision of Equipment and or Services

Pre-production

Services: the provision of personnel by ORIORDAN LIMITED to design advise and recommend the specification of equipment to be used by the Customer for a specified event(s) and provide general consultancy services for the use of the Equipment at such event(s)

Quotation: an estimate given by ORIORDAN LIMITED to the Customer setting out the cost and other terms offered for the supply of Equipment and or Services by ORIORDAN LIMITED in any particular case and which shall be given on a non-binding basis subject to availability and or ORIORDAN LIMITED’s confirmation of an Order.

Services: the provision of Pre-Production Services, Technical Services and Sub-Contract Services (as the case may be) and any other services provided by ORIORDAN LIMITED (e.g. delivering and or collecting the Equipment) Specified The United Kingdom, Countries of the European Union, Norway, Switzerland, Iceland, Liechtenstein, Albania,

Countries: Macedonia, Montenegro.

Sub-Contract the provision of sub-contracted services required by the Customer including, but not limited to, providing

Services: personnel, insurance cover, specialist services (e.g. staging, power, sound, audio visual) and transport.

Technical

Services: the provision of personnel by ORIORDAN LIMITED to undertake the technical work indicated in the Quotation

ORIORDAN LIMITED ORiordan Limited of Sussex Innovation Centre, Science Park Square, Brighton, BN1 9SB

1.3 No variation of these Conditions is effective unless set out in writing and signed by a director of ORIORDAN LIMITED.

1.4 ORIORDAN LIMITED enters into all Contracts with the Customer solely on the terms of these Conditions and no representation or warranty, collateral or otherwise, shall bind ORIORDAN LIMITED. No statement made by any representative by or on behalf of ORIORDAN LIMITED shall vary these Conditions, unless such representation, warranty or statement shall be made in writing and signed by a director of ORIORDAN LIMITED.

1.5 ORIORDAN LIMITED shall not be bound by any conditions of business of the Customer, unless such conditions are expressly accepted by ORIORDAN LIMITED by a statement made in writing signed by a director. Where there is any variance between the Customer’s conditions and these Conditions, these Conditions shall prevail.

1.6 Where any variations are agreed in accordance with clauses 1.3 or 1.4, the remaining Conditions shall continue to apply to the Contract.

2. Relationship & Order Details

The Customer acknowledges and agrees that by ORIORDAN LIMITED accepting an Order placed by the Customer: –

2.1 A Contract is formed which may be made up of a number of business transactions (which are referred to as Elements in these Conditions) into which both parties are freely entering and which shall be treated by the parties as separate legal contracts.
The performance or non-performance of one Element does not affect the performance or non-performance of another Element under the same Contract and each Element (for example) must be paid for by the Customer when invoiced by ORIORDAN LIMITED in accordance with clause 3 below and is subject to ORIORDAN LIMITED’s restrictions of liability referred to in clause 6

2.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of ORIORDAN LIMITED, its directors, employees and agents and provide a right to an indemnity from the Customer in certain circumstances.

2.3 In so far as any exclusion, limitation or modification of liability or indemnity appears, ORIORDAN LIMITED contracts on behalf of itself its directors, employees and agents and the same shall be for the benefit not only of ORIORDAN LIMITED but also of its directors, employees and agents.

2.4 Subject to clause 6, these Conditions shall apply to all Contracts between ORIORDAN LIMITED and the Customer to the exclusion of all other terms and conditions including terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order, or similar document.

2.5 Every effort will be made to supply the goods ordered but in order to provide the Services efficiently and according to the Customer’s Order ORIORDAN LIMITED reserve the right to alter / substitute the exact Equipment specifications, which will be notified to the Customer in advance.

2.6 A detailed quotation for the provision of Equipment, Services, Technical Services or any additional goods or services will be submitted to the Customer. Confirmation, written or verbal, of acceptance from the Customer of such a quotation, will be construed as acceptance of these terms and conditions.

2.7 The full name, address and contact details of the Customer are required to confirm an Order. Additionally, proof of Identity / Photographic ID will be required upon collection of the equipment.

3. Costs and Payment

3.1 The hire charge for Equipment agreed with the Customer commences from whichever is the earlier of the time the Equipment is made

Page 2 of 7 available to the Customer or leaves ORIORDAN LIMITED’s premises and is terminated at the end of the agreed hire period, or when the Equipment is returned (or if damaged, repaired or if lost or damaged beyond repair, replaced), whichever is the later. Equipment supplied on a hire basis remains the absolute property of ORIORDAN LIMITED at all times.

3.1.1 Equipment returned later than the agreed hire period will be subject to additional hire charges. In particular, an agreed hire period

of 1 day is classed as a 24-hour total maximum period.

3.1.2 Cables are supplied neatly coiled and taped and all Equipment is provided in suitable cases or packaging and must be returned in a

similar fashion. An additional charge may be made for any damage caused by Equipment not being correctly packaged upon return or for

recoiling and taping cables as necessary.

3.2.1 Services will be chargeable on a periodic basis and at an appropriate rate for each ORIORDAN LIMITED employee engaged in providing the Services to the Customer. Current rates are available on request.

3.2.2 The agreed rate for the provision of Services may include an estimate of incidental expenses incurred by ORIORDAN LIMITED’s personnel whilst providing the Services to the Customer, which shall be reconciled by ORIORDAN LIMITED at the end of the Element and payable by the Customer in addition to the fee for the provision of the Services.

3.3 Subject to clause 3.4, all accounts are rendered for immediate settlement. A surcharge of 2.5% is applied to all card transactions.

3.4.1 Where credit is granted by ORIORDAN LIMITED, payment must be made within the period specified by ORIORDAN LIMITED. Accounts which have exceeded the agreed credit limit must be settled prior to the despatch of any further Orders.

3.4.2 ORIORDAN LIMITED reserves the right to charge the Customer interest and debt recovery costs in accordance with the Late Payment of Commercial Debts Act 1998, on all sums payable and not settled within the period referred to in clause 3.4.1. Any invoice from ORIORDAN LIMITED for such costs and interest is to be immediately payable by the Customer, upon presentation.

3.5 ORIORDAN LIMITED shall be entitled to invoice each Element separately and or to issue interim invoices on each Element and failure to pay any such invoice in accordance with these Conditions shall entitle ORIORDAN LIMITED to suspend delivery of subsequent Elements or treat the whole Contract as repudiated by the Customer.

3.6 Unless otherwise indicated, all Quotations or confirmations of Order shall be exclusive of value added tax which shall be payable at the rate applicable at the date for payment referred to in the invoice.

3.7 Where no indication of cost for an Element is requested or given or additional Equipment or Services are provided or requested by the

Customer after the commencement of the Contract, ORIORDAN LIMITED shall be entitled to charge its current List Price for the Equipment, its current rates for the provision of Services and any other expenses incurred in providing the same.

3.8 Where the hire period exceeds the agreed hire period and or the period for the provision of Services deviate from the agreed timetable, ORIORDAN LIMITED shall be entitled to charge its current List Prices and or rates for such equipment and or services.

3.9 ORIORDAN LIMITED reserves the right to request a deposit from the Customer in respect of:

3.9.1 a down payment for the Contract Price which shall be offset against the final invoice rendered under the Contract or against the

costs of repairing or replacing equipment in accordance with clause 9;

3.9.2 a bond for the Equipment which shall be repayable to the Customer on the return of the Equipment in a condition acceptable to

ORIORDAN LIMITED less any costs deductible in accordance with clause 9.

3.10 The Customer may request variations to the Order after the commencement of the Contract for which it will be charged at the List

Price for such extra equipment or its current rates for services together with any administrative charges incurred by ORIORDAN LIMITED as a result of the

variation of the Contract.

4. Delivery and Risk

4.1 It is preferable for the Customer itself to collect the Equipment from ORIORDAN LIMITED’s premises and for the Customer to return the Equipment to ORIORDAN LIMITED’s premises in order that the Customer has an adequate opportunity to check the Equipment collected/delivered against the Delivery Note.

4.2 Where the Order for Equipment consists of more than one Element, each Element shall constitute a separate Contract and these Conditions shall be applicable to each Contract.

4.3 Whilst ORIORDAN LIMITED can arrange the delivery of the Equipment, such delivery is at the Customer’s expense and ORIORDAN LIMITED shall not be liable for losses caused to the Customer by any delay whatsoever in delivering to the Equipment, (whether or not the Equipment is being delivered by ORIORDAN LIMITED’s employees or agents). The Customer is therefore encouraged to collect the Equipment itself to ensure timely delivery and to arrange adequate insurance to

cover any delay in the delivery of the Equipment.

4.4 Legal delivery shall be deemed to take place:

4.4.1 when the Customer collects the Equipment, then at the time the Equipment leaves ORIORDAN LIMITED’s premises;

4.4.2 when ORIORDAN LIMITED delivers or arranges delivery, then at the time the Equipment leaves the delivery vehicle;

from which time, the Customer will bear the risk of the Equipment and must insure adequately and appropriately.

4.5 It is the Customer’s responsibility to check that the Equipment received corresponds with the Delivery Note. The Customer must sign the Delivery Note and ensure that it corresponds exactly with the Equipment received and that the Equipment corresponds with the Order. Failure to do so entitles ORIORDAN LIMITED to deem the Delivery Note accurate in all respects and if necessary to charge the Customer for replacement Equipment not returned.

4.6 Where ORIORDAN LIMITED arranges delivery of the Equipment, ORIORDAN LIMITED will check the Equipment against the Delivery Note at the time of despatch and the

Customer agrees that such checks are undertaken on behalf of the Customer and deemed to be correct. The Customer is therefore encouraged to attend ORIORDAN LIMITED’s premises in order to check the Equipment against the Delivery Note personally.

4.7 It is the Customer’s responsibility to check that the Equipment is returned to ORIORDAN LIMITED’s premises intact and corresponds completely with the Delivery Note. ORIORDAN LIMITED will check the Equipment to ensure that it corresponds exactly with the Delivery Note and that it is in good repair. The Customer is encouraged to be present at such time in order to oversee such check. Where ORIORDAN LIMITED arranges collection of the Equipment or where the Customer fails to oversee the checking of the Equipment against the Delivery Note, ORIORDAN LIMITED’s check is deemed to be final and accurate in all respects and if necessary ORIORDAN LIMITED is entitled to charge the Customer for replacement Equipment.

4.8 Where ORIORDAN LIMITED agrees to handle and or store equipment belonging to the Customer or for which the Customer is responsible, ORIORDAN LIMITED hereby excludes any and all direct and indirect liability in respect of such equipment and the Customer is advised to arrange suitable and adequate insurance in respect of such equipment.

5. Insurance

5.1 The Customer is in a better position than ORIORDAN LIMITED to insure the Customer’s materials, work and operations against loss, damage or liability caused by, arising out of, or in connection with the Equipment and Services for the following reasons (among others):

5.1.1 The Customer knows better than ORIORDAN LIMITED the facts about the intended use and situation of the Equipment and Services and the potential losses flowing from any breakdown, accident, damage, delay or other mishap, for the purposes of insurance.

5.1.2 The Customer is, or ought to be, insured against such risks in respect of the rest of its operation.

5.1.3 The Customer is able, and ought, to ensure that the Equipment is checked and tested in good time in order to minimise the risk of

such losses.

5.1.4 The Customer is able, and ought, to take precautions which will guard against or mitigate losses caused by any such breakdowns

accidents damage, delay or other mishap; for example: by having available where the circumstances so warrant, the services of suitably qualified and experienced maintenance engineers and back-up equipment of items central to the purpose for which the Equipment is ordered, by taking adequate precautions to protect the Equipment from the elements and other perils, etc.

5.1.5 The Customer is generally in the best position to know what has occurred in the event of an insured occurrence.

5.1.6 ORIORDAN LIMITED’s prices are not calculated upon the basis that it is accepting liability for any such risks.

5.2 ORIORDAN LIMITED requires the Customer to take out or maintain insurance (which must be marked Without recourse against ORiordan Limited) against loss, damage or liability caused by, arising out of, or connected with defects or deficiencies in Equipment or Services supplied by ORIORDAN LIMITED, whether caused by negligence or breach of contract of ORIORDAN LIMITED or howsoever caused.

5.3 The Customer ought also to insure against claims by the Customer’s employees technicians artistes, agents, sub-contractors and other

persons arising out of or connected with the Customer’s use of ORIORDAN LIMITED’s facilities, including the Equipment.

5.4 ORIORDAN LIMITED requires hired Equipment to be insured against physical loss or damage for its full replacement value from the time it leaves ORIORDAN LIMITED’s premises until it is returned and the Customer undertakes to do so. The Customer must make a full disclosure of all material circumstances affecting such insurance. The Customer must bear in mind that Insurers may include in the policy conditions designed to exclude from cover, the consequences of failure to take reasonable precautions for the safety of equipment. In these circumstances, for example, to leave valuable equipment in an unattended vehicle (whether locked or otherwise) may well be regarded by Insurers as sufficient to exclude liability under the policy.

5.5 The Customer undertakes to ensure that ORIORDAN LIMITED’s interest is noted by insurers and if so requested by ORIORDAN LIMITED shall notify ORIORDAN LIMITED accordingly and give such other details of the policy or policies as ORIORDAN LIMITED may require. Particulars of replacement values will be supplied by ORIORDAN LIMITED on request.

5.6 Without in any way reducing the Customer’s duty to insure, where ORIORDAN LIMITED becomes aware that the Customer has not effected its own insurance, ORIORDAN LIMITED has a right to effect suitable insurance on the Customer’s behalf and at the Customer’s expense. A charge will be made by ORIORDAN LIMITED to the Customer to reimburse the premium paid and to cover ORIORDAN LIMITED’s administration costs in respect of such insurance, and the Customer shall indemnify ORIORDAN LIMITED for all costs it incurs in respect of effecting such insurance. The Customer undertakes, if so requested by ORIORDAN LIMITED, to make full disclosure of all material circumstances affecting such insurance and undertakes not to do or omit to do anything which would have the effect of

invalidating such insurance.

5.7 ORIORDAN LIMITED maintains insurances on road vehicles whilst driven by any person authorised by ORIORDAN LIMITED. Details of the cover provided by these insurances (which include Road Traffic Act risks) are available on request. No person other than a person authorised by ORIORDAN LIMITED may in any circumstances drive any vehicles supplied by ORIORDAN LIMITED; where such vehicles are used by the Customer in circumstances not covered by ORIORDAN LIMITED’s insurances, the Customer undertakes to effect the appropriate insurance.

6. Liability

6.1 Where, in these Conditions, the liability of ORIORDAN LIMITED in respect of any loss or damage is excluded or modified in any way, ORIORDAN LIMITED does not intend or seek to purport thereby to exclude, restrict or modify its liability for the death of, or personal injury to, any person resulting from negligence as defined in section 1 of the Unfair Contract Terms Act 1977 and these conditions shall have effect accordingly.

6.2 Nothing in these Conditions is intended to exclude, restrict or modify liability on the part of ORIORDAN LIMITED for any breach of the obligations arising from section 12 of the Sale of Goods Act 1979 or section 8 of the Supply of Goods Implied Terms Act 1973 and these conditions shall have effect accordingly.

6.3 Except as provided in clause 7.1 below (and subject to clauses 6.1 and 6.2 above) ORIORDAN LIMITED shall limit its liability for loss or damage of any kind, howsoever caused (even where such loss or damage shall have been caused or contributed by the negligence of ORIORDAN LIMITED) to the Element Price of the Equipment or Service to which such loss or damage is attributable.

6.4 Without limiting the scope of the foregoing sub-clause 6.3, where ORIORDAN LIMITED supplies Sub-Contract Services such personnel shall (for the purpose of any liabilities to third parties or loss or damage sustained by the Customer or by ORIORDAN LIMITED or by any such personnel) be deemed to be the agent(s) of the Customer and the Sub-Contract Services shall be deemed to be rendered by the Customer.

6.5 Unless expressly agreed in writing by ORIORDAN LIMITED, time is not of the essence of any Contract and ORIORDAN LIMITED shall not be liable for any delays in the supply of Equipment or Services by it, or any losses whatsoever due to any such delays howsoever caused.

7. Standard of Equipment

7.1 Notwithstanding that ORIORDAN LIMITED believes its standards to be high and is constantly reviewing its administrative and technical procedures with a view to effecting improvements wherever practicable, it does not and cannot give any guarantee that the Equipment supplied will not be or become in some respects defective or unfit for their purpose. It is therefore necessary for the Customer to ensure that clear instructions are given as to specifications and that checks and tests are made upon the Equipment by the Customer before they are put into use, both for completeness and for correct functioning and fitness for the Customer’s purpose.

7.2 The Customer is responsible for any specification it provides to ORIORDAN LIMITED and ORIORDAN LIMITED shall not check, nor confirm the suitability of, such specification unless engaged to do so. The Customer shall ensure that all hired Equipment is installed and operated by a suitable competent / qualified person.

7.3 All Equipment shall be regularly examined and checked by ORIORDAN LIMITED prior to despatch. If the Equipment is found to be defective or deficient by the Customer, the Customer must immediately inform ORIORDAN LIMITED of the details of the defect or deficiency. ORIORDAN LIMITED will (at its option) replace the Equipment or remedy the defects and deficiencies without additional charge, but at ORIORDAN LIMITED’s discretion, ORIORDAN LIMITED shall not be liable for transportation charges or for any loss or damage of whatever kind however caused arising out of, or in connection with, the use or the inability to use the Equipment.

7.4 The Customer is responsible (unless ORIORDAN LIMITED is contracted to do so) for carrying out routine maintenance and repairs (e.g. the replacement of lamps, lamp holders and service components) and will provide suitably qualified personnel to undertake such tasks. In the event that ORIORDAN LIMITED’s personnel are called out to carry out such routine tasks, ORIORDAN LIMITED will charge their current rate plus expenses.

7.5 ORIORDAN LIMITED will provide replacement parts or spare units at a ratio deemed appropriate by the company and an initial allowance of spare lamps free of charge, providing that the Customer returns the worn out item / defective lamp, otherwise the appropriate List Price will be charged. Additional lamps or consumable orders required in addition to this initial allowance will be charged for at the companies List Price. The Customer is advised to maintain the stock of spare parts and should give ORIORDAN LIMITED reasonable notice to provide extra supplies. Where short notice necessitates urgent despatch ORIORDAN LIMITED reserves the right to charge an administrative charge in addition to the delivery charge.

7.6 Without limiting the scope of clauses 7.3 and 7.5 and for the avoidance of doubt, replacement equipment and materials supplied in

accordance with those provisions shall be supplied subject to these Conditions.

8. Indemnity

8.1 Subject to the provisions of clause 8.2 the Customer shall, at all times, keep ORIORDAN LIMITED, its directors, employees and agents, effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against ORIORDAN LIMITED, its directors, employees or agents, by any third party in respect of any alleged injury, loss, damage or expense arising out of, or in connection with the Equipment or Services supplied by ORIORDAN LIMITED even where such injury, loss, damage or expense is caused wholly or in part by the negligence or breach of contract of ORIORDAN LIMITED its directors, employees or agents.

8.2 Where actions, proceedings, costs, charges, claims, expenses and demands such as are referred to in clause 8.1, are in respect of death or personal injury caused wholly or in part by the negligence of ORIORDAN LIMITED, its directors employees or agents, or by breach of contract of ORIORDAN LIMITED, neither ORIORDAN LIMITED nor its directors, employees or agents shall claim indemnity from the Customer in respect of such proportion of those actions, proceedings, costs, charges, claims, expenses or demands as shall be found to be due to their negligence or breach of contract as the case may be.

9. Compensation

9.1 The Customer shall pay ORIORDAN LIMITED the full Contract Price as a result of any cancellation or material variation of any Order.

9.2 The Customer shall compensate ORIORDAN LIMITED for any loss which ORIORDAN LIMITED may suffer as a result of the Customer’s failure to return any hired Equipment to ORIORDAN LIMITED’s premises at the termination of the agreed hire period in good condition, (fair wear and tear excepted), or for any breach by the Customer of these Conditions.

9.3 The Customer shall pay to ORIORDAN LIMITED (at ORIORDAN LIMITED’s option) the full replacement value of hired Equipment not returned or the full cost of repairing any damage.

9.4 Notwithstanding clause 9.1 the Customer shall pay ORIORDAN LIMITED for all Services provided or partly provided prior to cancellation of an Order.

10. Use of Equipment and Termination

10.1 The Customer will take precautions whilst using the Equipment and will effect adequate insurance against appropriate risks in

using the Equipment.

10.2 The Customer will advise ORIORDAN LIMITED of its intended use of the Equipment prior to delivery (as defined in clause 4.4) and ORIORDAN LIMITED reserves the right to treat the Customer as being in fundamental breach of the contract if it discovers such intended use to be substantially different from the details provided by the Customer and ORIORDAN LIMITED shall be entitled to terminate the Contract and seek damages for its losses from the Customer as a result of such termination.

10.3 Without the prior written consent of ORIORDAN LIMITED, hired Equipment must not be used on any abnormal or hazardous assignment or taken out of the Specified Countries or taken from the ground other than on a regular scheduled flight by any airline recognised by I.A.T.A. Customers must keep hired Equipment in their custody and must ensure that it is used in a skilful and proper manner, by persons having the appropriate qualifications and experience and who are familiar with the type of equipment. Customers must protect hired Equipment from the elements and take all reasonable precautions for its security and safety. Under no circumstances may Customers alter, add to, modify, adapt or misuse hired Equipment or remove or disfigure any label or plate or identification. Customers must not affix to the Equipment, install thereon or insert therein, any accessory or any device incompatible with its proper use.

10.4 Customers must not sell, loan, assign, pledge, encumber, part with possession, or suffer any lien to be created over hired Equipment and ORIORDAN LIMITED may terminate any hiring forthwith and without notice:

10.4.1 in the event of a Customer making any attempt to do so, or doing any act or omitting to do any act which thereby (in the opinion of

ORIORDAN LIMITED) jeopardises ORIORDAN LIMITED’s rights in the Equipment

10.4.2 if the Customer becomes the subject of any bankruptcy or liquidation proceedings or becomes insolvent or allows any judgement

or well founded claim to remain unsatisfied, or fails to pay any hire charge or other sum due to ORIORDAN LIMITED, or fails to comply with these Conditions.

10.5 The Customer agrees that a representative of ORIORDAN LIMITED may enter upon any premises upon which hired Equipment may be kept, or is reasonably believed to be kept, for the purpose of its recovery at the termination of any hiring period, and where the Equipment is on premises not occupied or under the control of the Customer, the Customer undertakes to secure for ORIORDAN LIMITED permission to enter for such purposes. The Customer shall compensate ORIORDAN LIMITED for any costs incurred in repossessing hired Equipment.

10.6 No acceptance of the return, or repossession, of the Equipment, nor the granting of any indulgence by ORIORDAN LIMITED, shall constitute a waiver by ORIORDAN LIMITED of any of its rights under these Conditions.

11. Ownership

11.1 The Customer agrees that the Equipment and any materials or property supplied by ORIORDAN LIMITED are subject to a lien for the general balance of the moneys from time to time due to ORIORDAN LIMITED from the Customer, however arising.

11.2 Where ORIORDAN LIMITED sells Equipment or other goods to the Customer, the risk therein shall pass to the Customer when the Equipment or goods leaves ORIORDAN LIMITED’s premises but equitable and beneficial ownership shall remain with ORIORDAN LIMITED until full payment has been received (each Contract being considered as a whole) or until bona fide resale by the Customer at full market value, in which case ORIORDAN LIMITED’s beneficial entitlement shall attach to the proceeds of resale or the claim for such proceeds.

12. Personnel

12.1 Where ORIORDAN LIMITED agrees to provide a named individual(s) to perform in whole or in part the Services and the individual(s) for whatsoever reason becomes unable to do so ORIORDAN LIMITED may provide a suitable replacement(s) and shall advise the Customer of the replacement(s) as soon as practicable.

12.2 Unless otherwise agreed in writing by ORIORDAN LIMITED and the Customer, the Customer acknowledges that any copyright, trade marks, patents, design rights, moral rights or other intellectual property created by ORIORDAN LIMITED’s personnel in providing the Services shall belong absolutely to ORIORDAN LIMITED.

12.3 The Customer will ensure that the conditions in which ORIORDAN LIMITED’s personnel are required to work complies with all relevant health and safety legislation and the Customer shall be liable for any injury, loss or damage caused by or to such personnel. Failure to comply with this clause to the satisfaction of the personnel concerned shall entitle ORIORDAN LIMITED to suspend the performance of the Services until such time as the conditions are satisfactory to ORIORDAN LIMITED’s personnel and ORIORDAN LIMITED shall reserve its right to repudiate the Contract where the conditions remain unsatisfactory for an unreasonable period (in ORIORDAN LIMITED’s sole discretion). In such circumstances, the Customer shall remain liable to ORIORDAN LIMITED for the payment of the full Contract Price and such other expenses as ORIORDAN LIMITED shall incur in the suspension of the performance of the Contract.

12.4 The Customer warrants that any information provided by it (or by its directors, employees, or agents) to ORIORDAN LIMITED’s personnel whilst providing the Services shall be accurate and may be totally relied upon by such personnel, who shall not be required or expected to check or otherwise authenticate such information prior to carrying out work in reliance on it (for example and without detracting from the generality of the foregoing, the suitability and capacity of the infrastructure on which ORIORDAN LIMITED’s personnel are required to work).

13. Advice

13.1 The Services provided by ORIORDAN LIMITED rely on information provided by the Customer and the parameters within which ORIORDAN LIMITED are instructed to operate. ORIORDAN LIMITED cannot be held responsible for their interpretation of such instructions and the Customer must give clear instructions in writing as to any exact requirements.

13.2 Modifications or variations of the instructions referred to in clause 13.1 shall render the Customer liable for extra charges incurred

by ORIORDAN LIMITED as a result of such amendment or addition.

13.3 The Customer has a duty to provide any updated information to ORIORDAN LIMITED during the provision of Services, to enable its staff to incorporate such variations into the advice provided. Failure to update accordingly will render the Customer liable for extra charges based on remediation work required to be undertaken by ORIORDAN LIMITED.

13.4 ORIORDAN LIMITED has public/products liability insurance which is maintained up to the sum of GBP 10,000,000, although its liability is limited to the cost of the Services Element, as referred to in clause 6.3 above.

13.5 In the event that the Customer has instructed ORIORDAN LIMITED to provide Services, part of which is outside the expertise provided by ORIORDAN LIMITED. ORIORDAN LIMITED

shall be entitled to subcontract the advice to a suitable expert who shall be deemed to be an agent of the Customer and for whom ORIORDAN LIMITED shall bear no liability whatsoever.

14. Sub-hiring or sub-contracting by ORIORDAN LIMITED

In addition to the Sub-Contract Services, ORIORDAN LIMITED may sub-hire or sub-contract any of its obligations under these Conditions without the consent of the Customer.

15. Law

These Conditions shall be governed by and interpreted according to English Law.