Fuse Fireworks wishes to supply a Display as requested by the Client and as detailed in a Display Order Form upon the terms and conditions of this Agreement.
It is agreed as follows:
1.1 In this Agreement the following words and phrases have the following meanings:
These Conditions of Display together with any Display Order Form referable to it.
A request for a change made by Client or Fuse Fireworks.
The fees to be paid by Client to Fuse Fireworks in respect of the Display (including without limitation those charges set out in a Display Order Form).
The party named as such in a Display Order Form.
Any goods and services supplied to Client by Fuse Fireworks pursuant to this Agreement including without limitation the design and delivery of a professional fireworks display.
“Display Order Form”
A document named as such and referable to these Conditions of Display which confirms certain details of this Agreement which may include, without limitation, the identity of the Client, the Display and the Charges.
Fuse Fireworks Limited whose registered office address is at 6 Ryton Close, Blyth, Worksop, Nottinghamshire, S81 8DN
Any provisions referred to as such in a Display Order Form.
“Third Party Goods and Services”
Any third party goods and services organised and supplied to Client by Fuse Fireworks at the request of Client (example sound PA, lighting, crowd control barriers, merchandise, PPL and PRS Licences)
“Money Back Guarantee”
Applicable when “Fireworks Satisfaction Guaranteed” is stated on the Display Order Form
2.1 The Client hereby appoints Fuse Fireworks to supply the Display and Fuse Fireworks agrees to supply the Display upon the terms and conditions of this Agreement.
3. Special Conditions
The Special Conditions shall override the provisions contained within the main body of this Agreement to the extent of any conflict or ambiguity between them.
4.1 In consideration of the payment by Client of the Charges and any other sums due from Client, Fuse Fireworks shall supply the Display with reasonable skill and care.
4.2 Fuse Fireworks shall use reasonable endeavours to supply the Display in accordance with the location, dates and times set out in a Display Order Form provided that Fuse Fireworks shall not be liable for any change of location, date and time caused by any act or omission of the Client and/ or by any matter outside of Fuse Fireworks' direct control.
4.3 The supply of the Display is subject to Client at all times discharging its obligations under this Agreement.
4.4 Fuse Fireworks will use reasonable endeavours to clear the site of debris created by the Display provided that the Client acknowledges that this is subject to constraints such as the available light.
5. Client’s Obligations
5.1 Unless stated otherwise in a Display Order Form, Client shall be solely responsible for:
5.1.1 accurately indicating its requirements for the Display,
5.1.2 selecting a location for the Display and for the security of the selected location,
5.1.3 providing Fuse Fireworks with such information as reasonably requested in order to supply the Display,
5.1.4 ensuring that its employees or other independent contractors co-operate reasonably with Fuse Fireworks and its employees,
5.1.5 the control of all attendees including without limitation providing adequate stewards and medical facilities and for ensuring that all attendees at the Display adhere to any excluded areas or any safety related restrictions notified by Fuse Fireworks,
5.1.6 notifying all appropriate authorities of the Display as required by Fuse Fireworks (such as the police, fire authorities, local authorities, environmental authorities, coastguard and landowners) and notifying all other third parties that the Client considers necessary (such as neighbours),
5.1.7 ensuring the Display can be fired within the hours permitted in the Fireworks Act 2003, as confirmed in the Display Order Form
5.1.8 obtaining all appropriate licenses for the Display (such as local authority event license, Phonographic Performance Limited License, Performing Rights Society License).
6. Display Design
6.1 Fuse Fireworks and the Client shall collaborate in order to design the Display in accordance with the Client's requirements.
If either party identifies a requirement for a change to the Display it shall send a Change Request to the other party detailing the change requirements. If sent by Fuse Fireworks, the Change Request shall state the effect such a change shall have upon the Display and Charges. If sent by Client, the receipt of the Change Request by Fuse Fireworks will constitute a request to Fuse Fireworks to state in writing the effect such a change shall have upon the Display and Charges. Fuse Fireworks shall use reasonable endeavours to supply such details within seven (7) working days from receipt of a Change Request. The parties will then decide whether or not to implement the change. If the change is implemented, the amended display and charges (as applicable) shall then become the Display and Charges for the purpose of this Agreement.
6.3 If the Client makes any changes to the Display which are not agreed by Fuse Fireworks in accordance with this clause 6, Fuse Fireworks reserves the right to cancel or change the Display at the Client’s risk and expense (in particular where Fuse Fireworks considers that such changes may compromise safety or cause a delay).
7.1 In consideration of Fuse Fireworks supplying the Display, Client shall pay to Fuse Fireworks the Charges specified in a Display Order Form and subject to the terms set out in clause 8. Charges in catalogues and price lists or similar are subject to correction and/ or variation at any time before the Display Order Form is agreed.
7.2 If the Client cancels a Display upon not less than four weeks written notice the Client shall be liable to pay ten per cent (10%) of the Charges or the Display can be rescheduled to a mutually agreed date within 6 weeks of the original date. If the Client cancels a Display upon not less than two weeks written notice the Client shall be liable to pay twenty five per cent (25%) of the Charges or the Display can be rescheduled to a mutually agreed date within 6 weeks of the original date. If the Client cancels a Display upon not less than forty eight hours written notice the Client shall be liable to pay forty per cent (40%) of the Charges or the Display can be rescheduled to a mutually agreed date within 6 weeks of the original date. If the Client cancels a Display with less than forty eight hours notice the Client shall be liable to pay fifty per cent (50%) of the Charges. If the Client cancels a Display on the date of the display before the fireworks have been set up the Client shall be liable to pay sixty per cent (60%) of the Charges. If the Client cancels a Display on the date of the display after the fireworks have been set up and the fireworks have not been exposed to rain, snow, frost or heavy dew the Client shall be liable to pay seventy five per cent (75%) of the Charges. If the Client cancels a Display on the date of the display after the fireworks have been set up and the fireworks have been exposed to rain, snow, frost or heavy dew the Client shall be liable to pay ninety per cent (90%) of the Charges.
7.3 In the event of the display being cancelled by the Company at any time and for any reason whatsoever other than on grounds of health and safety the Company shall within 14 days reimburse the Client with any deposit or other sums paid to it by the Client.
8. Terms of Payment
8.1 The Charges and other sums are expressed exclusive of all duties and taxes including without limitation value added tax which shall be paid by Client at the rate and in the manner provided by the law governing this Agreement.
8.2 Unless otherwise confirmed in writing by Fuse Fireworks in a Display Order Form, payment of all sums due from Client to Fuse Fireworks shall be made not later than fourteen (14) days in advance of the Display date.
8.3 All payments hereunder shall be made in Pounds Sterling.
8.4 In the event that Client fails to pay any sum by the due date Fuse Fireworks reserves the right to charge interest on the outstanding amount in accordance with The Late Payment of Commercial Debts Regulations 2002.
8.5 Notwithstanding clause 8.4, if Client fails to pay any sum by the due date Fuse Fireworks may at its option, and without prejudice to any other remedy at any time after payment has become due, terminate or suspend performance of this Agreement.
9. Intellectual Property
9.1 Client acknowledges that any and all of the intellectual property rights subsisting in or used in connection with the Display shall be and shall remain the sole property of Fuse Fireworks or such other party as may be identified therein or thereon (“Owner”) and Client shall not at any time dispute such ownership.
10.1 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Display provided hereunder will be assumed by Fuse Fireworks and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded.
10.2 Neither party excludes or limits liability to the other party for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
10.3 The liability of Fuse Fireworks in respect of breaches of this Agreement or of any other duty to Client or for negligence in connection with the subject matter of this Agreement shall be limited to the value of Charges due to Fuse Fireworks pursuant to this Agreement.
10.4 Subject always to clause 10.2, in no event shall either party be liable to the other for any indirect or consequential loss or damage however and whenever arising.
10.5 The Client acknowledges that Fuse Fireworks will not be liable for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body (“Force Majeure”). Without limiting the generality of the foregoing, the Client accepts that any special effects ordered from Fuse Fireworks (such as firework lettering, messages and corporate logos) may be obscured by smoke owing to bad weather or unfavourable wind direction.
10.6 Each party agrees that the limitations of liability contained in this clause 10 have been discussed, negotiated and agreed between the parties in the context of the other provisions of this Agreement and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.
10.7 The parties expressly agree that should any limitation or provision contained in this Agreement be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.
11.1 Either party may forthwith terminate this Agreement by written notice to the other if any of the following events occur:
11.1.1 If either party commits any material breach of the terms or conditions of this Agreement; or
11.1.2 If either party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.
12. Money Back Guarantee
12.1 The money back guarantee is solely and only at the discretion of Fuse Fireworks.
12.2 The money back guarantee only relates to the Charges.
12.2.1 The Changes are only partially refundable and are solely at the discretion of Fuse Fireworks.
12.3 Guidelines for the Money Back Guarantee will be based on the following conditions:
12.3.1 the Client has paid in full and on time all agreed deposits and payments due to Fuse Fireworks,
12.3.2 the Client informs Fuse Fireworks in writing of their desire for their money back within 60 days of the date of the Display,
12.3.4 the Client provides tangible reason or reasons for their desire for their money back,
12.3.5 Fuse Fireworks will respond in writing within 30 days,
12.3.6 Fuse Fireworks may offer alternative compensation to any money back refund,
12.3.7 Fuse Fireworks decision on any money back request is final,
12.3.8 Fuse Fireworks will pay any refund or alternative compensation within 30 days of the date of its response.
12.4 All deposits will be non-refundable under any circumstances.
12.5 Third Party Goods and Services will be non-refundable under any circumstances.
13.1 The parties acknowledge that this Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. No amendment to this Agreement shall be binding unless made in writing and signed by Fuse Fireworks' authorised representative.
13.2 No waiver of any breach of the other party's obligations hereunder shall represent a waiver of the waiving party's rights hereunder or of any subsequent breach.
13.3 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Agreement.
13.4 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
13.5 This Agreement shall be binding on and shall continue for the benefit of the permitted successors and permitted assigns (as the case may be) of each of the parties hereto.
13.6 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding any expiry or earlier termination.
14. Applicable Law
This Agreement shall be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.