Product Terms and Conditions

Introduction

These Terms and Conditions (the “Conditions”) published below on behalf of the Seller (the “Seller”) to the Distributor (the “Buyer”) shall be included into each contract (the “Contract”) made by the company for sales of Goods (“Goods”) following the Conditions as agreed between the Seller and the Buyer. Any changes in the Conditions will not be effective unless in writing and signed by an authorized representative of the Buyer.

1. Recitals

The Seller agrees to manufacture the Goods (defined below) in accordance with specifications made in the Buyer’s order and sell them to the Buyer and the Buyer agrees to accept and pay for the Goods on the terms of this Contract.

2. Definitions and Interpretation

In this Contract the following provisions shall have the meanings given to them below:

Confidential Information” means any information which has been designated as confidential by either Party in writing or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored) including information that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of the Service Provider, including Intellectual Property Rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as “confidential”) or which ought reasonably to be considered to be confidential.

Consignment” means a stretch ceiling and the Supplementary Products.

Force Majeure” means a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism, restraint of government, governmental acts, injunctions, that prevent the Seller from completing the manufacturing and sale, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party’s reasonable efforts to prevent, avoid, delay, or mitigate the effects of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party’s failure to perform its obligations under this Contract.

Goods” means a stretch ceiling and Supplementary Products.

Guarantee” means a formal assurance given by the Seller to the Buyer for a period of 10 years that a stretch ceiling will be replaced or repaired provided the Goods contain a manufacturing defect.

Supplementary Products” means aluminum profile; harpoon PVC; and either of the following, subject to the Consignment: protecting ring for spotlight installation diameter 20 mm; protecting ring for spotlight installation diameter 35 mm; protecting ring for spotlight installation diameter 45 mm; protecting ring for spotlight installation diameter 50 mm; protecting ring for spotlight installation diameter 55 mm; protecting ring for spotlight installation diameter 60 mm; protecting ring for spotlight installation diameter 65 mm; protecting ring for spotlight installation diameter 75 mm; protecting ring for spotlight installation diameter 80 mm; protecting ring for spotlight installation diameter 85 mm; protecting ring for spotlight installation diameter 90 mm; protecting ring for spotlight installation diameter 100 mm; protecting ring for spotlight installation diameter 112 mm; and ground mount for cornices; base plate under chandelier; universal platform for spotlight installation diameter 55-105 mm; contour for a pipeline 16 mm (colour: white); PVC profile; and either of the following: contour for a pipeline a plate of 22 mm of L210; contour for a pipeline a plate of 27 mm of L210; contour for a pipeline a plate of 32 mm of L210; and Sub-weight direct EP 60-15.

3. The Key Terms

3.1. Description of Manufacture and Sale

The Seller agrees to manufacture and sell to the Buyer the Goods in accordance with specification made in the Buyer’s order.

3.2. Price and Payment

(i) The Buyer agrees to pay the Price for the Goods calculated in accordance with the order of the Buyer.

(ii) The Buyer agrees to pay for the Goods as follows: 50 % Deposit and 50 % within 1 (one) day after the Seller notifies the Buyer of opportunity to inspect and the Seller’s intent to make delivery.

(iii) If the Seller should regard its prospect of receiving the last payment insecure, it may demand 100% prepayment.

(iv) In case of delay in payment under the contract, the Seller is entitled to claim from the Buyer a penalty of 5% of the outstanding amount and interest at rate of 0.5 % for each day of delay until the date of redemption of debt.

3.3. Delivery Schedule

(i) The Seller shall commence to manufacture, complete such manufacturing and make the Goods available for inspection and delivery within the period agreed with the Buyer additionally according to the order.

(ii) If the Buyer’s inspection discloses defects or adjustment, the Seller shall have a reasonable time to correct such defects and make such adjustments as are necessary. The Buyer shall then have an opportunity to make a final pre-shipment inspection.

(iii)The Seller shall cause the Goods to be appropriately packaged and shipped to [address], or to such other destination specified by the Buyer, if the Goods are not taken out from the manufacture by the buyer shipment at own expense.

(iv) The Seller shall pay all expenses of packaging and preparation for shipment and the Buyer shall pay all costs of shipment, including insurance on both the Seller’s and the Buyer’s respective interests.

3.4. Warranties and Limitations

(i) The Seller warrants the Goods shall be delivered free of the rightful claim of any third person by way of patent infringement, and if the Buyer receives notice of any claim of such infringement, it shall, within 10 (ten) days, notify the Seller of such claim.

(ii) If the Buyer fails to forward such notice to the Seller, it shall be deem to have released the Seller from this warranty as to such claim.

(iii)The Seller shall manufacture the Goods in accordance with specifications made by the Buyer.

(iv)The Seller shall give the Guarantee for a period of 10 years on canvas and fabric of the stretch ceiling.

(v) The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made.

(vi)The Buyer acknowledges that it has relied solely on the inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete inspections.

(vii) There are no warranties of merchantability and no warranties which extend beyond the description on the face of this Contract.

3.5. Confidential Information

Either or both of the Parties shall not disclose any Confidential Information about each other obtained in the process of performance of this Agreement.

3.6. Term and Termination

(i) This Contract shall take effect on the date of its signature by both Parties or, if signatures do not occur simultaneously, when the latest signature is given.

(ii) Unless sooner terminated the Contract expires on the date when the Buyer receives the last Consignment and signs the relevant form.

4. Miscellaneous

4.1. Force Majeure

Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure.

4.2. Dispute Resolution

(i) The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within 14 (fourteen) business days of either Party notifying the other of the dispute.

(ii) The Parties shall attempt to reach a settlement by way of mediation or arbitration. This does not limit the right of each of the Parties to refer to courts.

(iii) Any dispute, controversy or claim arising out of or relating to this Agreement, including its conclusion, interpretation, performance, breach, or termination, shall be settled under the law of England and Wales.

4.3. Time of the Essence

Time is of the essence in this Contract. No extension or variation of this Agreement will operate as a waiver of this provision.

4.4. Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

4.5. Governing Law

It is the intention of the Parties to this Contract that this Contract and the performance under this Contract, and all suits and special proceedings under this Contract, be construed in accordance with and governed to the exclusion of the law or any other forum, by the law of England and Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted.

4.6. Entire Contract

This contract constitutes the entire contract between the Parties with respect to the subject matter of this Contract and supersedes all other written contracts whether written or oral, between the Parties.

4.7. Severability

In the event that any of the provisions of this Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.

4.8. Amendments

No amendments to this Contract will be effective unless it is in writing and signed by both Parties.

4.9. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

4.10. Counterparts

This Contract may be executed in counterparts, which together will form a single Contract.

The Parties have executed this Contract at [address] on [the date]

Last revised June 2015

Services Terms and Conditions

Introduction
These Terms and Conditions (the “Conditions”) published below on behalf of the Service Provider (the ” Service Provider “) to the Customer (the “Customer”) shall be included into each contract (the “Contract”) made by the company for Production, Supply and Installation Services (the “Services”) following the Conditions as agreed between the Service Provider and the Customer. Any changes in the Conditions will not be effective unless in writing and signed by an authorized representative of the Buyer.

1. Recitals

1.1. The Customer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Customer on the terms and conditions of this Agreement.
1.2. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide the Services to the Customer.

2. Definitions and Interpretation
In this Agreement the following provisions shall have the meanings given to them below:

Agreement Period” means the period from the Commencement Date to the date of termination.

Agreement Price” means the price (exclusive of any applicable VAT), payable to the Service Provider by the Customer under the Agreement, as set out in the Price List, for the full and proper performance by the Service Provider of its obligations under the Agreement but before taking into account the effect of any adjustment of price in accordance with clause 3.8. (Price Adjustment on Extension of Initial Contract Period).

Attested Representative of the Service Provider” (the “Attested Representative”) means a qualified person who is appointed by the Service Provider to examine the defects of the Products.

Business Day” means any other day than Saturday, Sunday, or public holiday when banks in the United Kingdom are open for business.

Commencement Date” means the date from when this Agreement becomes legally binding.

Completion Date” means the date when the Service Provider finished all works related to provision of Services under this Agreement and both the Service Provider and the Customer have signed the Certificate of Practical Completion.

Confidential Information” means any information which has been designated as confidential by either Party in writing or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored) including information that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of the Service Provider, including Intellectual Property Rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as “confidential”) or which ought reasonably to be considered to be confidential.

Consignment of the Products” (the “Consignment”) means a stretch ceiling and the Supplementary Products.

Equipment” means the Service Provider’s equipment, materials and such other items supplied and used by the Service Provider in the performance of his obligations under the Agreement.

Fraud” means any offence under Law or common law creating offences in respect of fraudulent acts, fraudulent acts in relation to the Agreement, defrauding or attempting to defraud or conspiring to defraud the Crown.

Good Industry Practice” means standards, practices, methods, and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances.

Guarantee from the Manufacturer” means a formal assurance given by the manufacturer to the Customer for a period of 10 years that a stretch ceiling will be replaced or repaired provided the Guarantee Event takes place and that the Manufacturer has been informed about it.

Initial Contract Period” means the period from the Commencement Date to the date of termination.

Manufacturer” means a company which manufactures the Products.

Manufacturer’s Fault” means defect admitted in the process of manufacture; the fabric contains a defect.

Photographic Evidence” means photographs of the general view of the ceiling which are taken from the lowest point of the floor and from the highest point of the ceiling; fragmented views are the control point of the ceiling and the defects of the ceiling.

Premises of the Customer” (“the Premises”) means the location where the Services are to be supplied and installed, including a site.

Price” means the price on the Products and the Services listed in the Quote.

Products” means a stretch ceiling and the Supplementary Products.

Quality Standards” means the quality standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardisation or other reputable or equivalent body, (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Service Provider would reasonably and ordinarily be expected to comply with.
“Services” means production, supply and installation of the stretch ceiling on the site of the Customer.

Site” means the location where the Services are to be carried out.

Supplementary Products” means aluminum profile; harpoon PVC; and either of the following, subject to the Consignment: protecting ring for spotlight installation diameter 20 mm; protecting ring for spotlight installation diameter 35 mm; protecting ring for spotlight installation diameter 45 mm; protecting ring for spotlight installation diameter 50 mm; protecting ring for spotlight installation diameter 55 mm; protecting ring for spotlight installation diameter 60 mm; protecting ring for spotlight installation diameter 65 mm; protecting ring for spotlight installation diameter 75 mm; protecting ring for spotlight installation diameter 80 mm; protecting ring for spotlight installation diameter 85 mm; protecting ring for spotlight installation diameter 90 mm; protecting ring for spotlight installation diameter 100 mm; protecting ring for spotlight installation diameter 112 mm; and ground mount for cornices; base plate under chandelier; universal platform for spotlight installation diameter 55-105 mm; contour for a pipeline 16 mm (colour: white); PVC profile; and either of the following: contour for a pipeline a plate of 22 mm of L210; contour for a pipeline a plate of 27 mm of L210; contour for a pipeline a plate of 32 mm of L210; and Sub-weight direct EP 60-15.

Technical Impossibility” means the walls are cannot bear weight of 60 kg/linear meter of profile and there is a technical equipment in existence which cannot heat the temperature up to 50 C.

Manufacturer Guarantee Event” means if one or both of the following occur: canvas of the stretch ceiling is to be found with a defect or fabric contains a defect.

3. The Key Terms

3.1. Services and Products Provided

(i) The Service Provider shall supply the Products to the Customer and carry out the Services on the site of the Customer of [ insert address ].
(ii) The Customer shall accept and pay for the Products and Services in accordance with the order made by the Customer and in accordance with the terms and conditions of this Agreement.
(iii) Timely supply of the Products and the Services shall be of the essence of this Agreement, including in relation to commencing the supply of the Products and the Services within the time agreed or on a specified date.

3.2. Term of Agreement

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of provision of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.

3.3. Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

3.4. Quality of the Services and Products

It is an implied condition that the Products supplied under this Agreement are fit for purpose and the Services provided shall be carried out with due skill and care of the Service Provider in accordance with the provisions of the Supply of Goods and Services Act 1982.

3.5. Delivery of the Products and Services

(i) Commencement date: the Service Provider shall supply and commence the provision of the Services on [ insert date] (the “Commencement Date”).
(ii) Completion date: The Service Provider shall complete the Services on [ insert date ] (“Completion Date”).

3.6. Premises

The Service Provider shall supply the Products and provide the Services at the following Premises: [insert address].

3.7. Currency and Price

(i) All monetary amounts referred to in the Quote are in GBP.
(ii) The Service Provider may change the Price provided he informs the Customer about such change not least than in 10 (ten) business days before the Commencement Date.
(iii) The Service Provider issues an invoice to the Customer.
(iv) The Customer shall pay such invoice within [ insert days] of the Receipt from the Service Provider.
(v) If the Customer requests the Products to be supplied and Services to be carried out on the earlier date than previously agreed then the Customer will be liable for the additional expenses.

3.8. Price adjustment on extension of the Initial Agreement Period

(i) The Agreement Price shall apply for the Initial Agreement Period. In the event that the Customer agrees to extend the Initial Agreement Period, the Parties may negotiate a variation in the Agreement Price.
(ii) If a variation in the Agreement Price is agreed between the Customer and the Service Provider, the revised Agreement Price will take effect from the first day of any period of extension and shall apply during such period of extension.

3.9. Customer’s Order and Receipt

(i) The Customer may place an order electronically or by fax. The Customer shall specify type of the material, name of the colour, required measurements, directions of stitches, any additional requirements and the date when the order is made.
(ii) Receipt shall be issued to the Customer within one business day to confirm the order placed by the Customer.
(iii) The order is considered as accepted from the moment of the payment (Deposit 50% or 100% prepayment should be extended by mutual written agreement of the Parties) received by the Service Provider from the Customer and the issue of the receipt to the Customer.

3.10. Right to Reject

The Service Provider has a right to reject the performance of the order due to its Technical Impossibility detected after inspection of the Premise.

3.11. The Term for Manufacturing

(i) The term for manufacturing each of the Consignments is to be set within 3 (three) business days from the moment of payment (Deposit or prepayment) unless another term is not specified in the Order.
(ii) Transfer of property rights for each of the Consignments takes place after full payments transferred and signing a bilateral Certificate of Practical Completion.

3.12. Payment

(i) The Customer shall pay all sums by direct credit transfer into a suitable bank account or by other payment methods as appropriate.
(ii) The Customer shall pay (Deposit 50% or 100% prepayment should be extended by mutual written agreement of the Parties) of the price of the order for each of the Consignments within 3 (three) business days from the moment when the invoice has been received by the Customer.
(iii) In case of delay in payment under the contract, the Seller is entitled to claim from the Buyer a penalty of 5% of the outstanding amount and interest at rate of 0.5 % for each day of delay until the date of redemption of debt.

3.13. Provision and Removal of Equipment

(i) The Service Provider shall supply all the necessary Equipment for the supply of the Services.
(ii) The Service Provider shall not deliver any of the Equipment nor begin any work on the Customer’s Premises without obtaining prior approval from the Customer.
(iii) All the Equipment brought onto the Premises shall be at the Service Provider’s own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless the Service Provider is able to demonstrate that such loss or damage was caused or contributed to by the Customer’s fault. The Service Provider shall provide for the haulage or carriage to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Service Provider.
(iv) The Service Provider shall maintain all the items of Equipment within the Premises in a safe, serviceable and clean condition.
(v) The Service Provider shall, at the Customer’s request, at his own expense and as soon as reasonably practicable:
(a) remove from the Premises any Equipment which in the reasonable opinion of the Customer is hazardous, noxious or not in accordance with the Agreement; and
(b) replace such item with a suitable substitute item of Equipment.
(vi) On completion of the Services the Service provider shall remove the Equipment together with any other materials used by the Service Provider to supply the Services and shall leave the Customer’s Premises in a clean, safe and tidy condition.

3.14. Manner of Carrying Out the Services

(i) The Service Provider shall at all times comply with the Quality Standards.
(ii) The Service Provider shall exercise due care, skill and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services.
(iii) The Service Provider shall comply with the provisions of the Supply of Goods and Services Act 1982.

3.15. Licence to Occupy Premises

The Premises made available from time to time to the Service Provider by the Customer in connection with this Agreement shall be made available to the Service Provider on a non-exclusive licence basis free of charge and shall be used by the Service Provider solely for the purpose of performing his obligations under this Agreement.

3.16. Certificate of Practical Completion

(i) On the Completion Date the Customer shall check the completed work by the Service on the subject of any defects.
(ii) Both the Service Provider and the Customer shall sign the Certificate of Practical Completion on the Completion Date.

3.17. Health and Safety

(i) The Service Provider shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of his obligations under the Agreement.
(ii) The Customer shall provide the site which is safe to use for the supply of the Services.
(iii) The Customer shall promptly notify the Service Provider of any health and safety hazards which may exist or arise at the Premises and which may affect the Service Provider in the performance of his obligations under the Agreement.
(iv) While on the Customer’s Premises, the Service Provider shall comply with any health and safety measures implemented by the Customer in respect of the Service Provider.
(v) The Service Provider shall comply with the requirements of the Health and Safety at Work Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to the Service Provider working on the Premises in the performance of his obligations under the Agreement.

3.18. Confidential Information

Either or both of the Parties shall not disclose any Confidential Information about each other obtained in the process of performance of this Agreement.

3.19. Liability

(i) Neither Party excludes or limits liability to the other Party for:
(a) death or personal injury caused by the Party’s negligence;
(b) fraud;
(c) fraudulent misrepresentation; or
(d) any Default of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982.
(ii) If the supply of the Products is delayed and/or if the Consignment is not sufficient in its quantity by the fault of the Service Provider the Service Provider shall eliminates these drawbacks at his own expense on the supplementary conditions agreed by the Parties.
(iii) If the Service Provider changed the Price and did not inform the Customer then the Customer shall pay the Price agreed between the Parties at the moment of signing this Agreement during 10 (ten) days from the date of the notice issued by the Service Provider about the change of the Price.

3.20. Warranties and Representations

(i) The Service Provider warrants that the Services will be carried out using such care and skill as it is customary for the provision of similar services.
(ii) The Service Provider warrants that the Services performed under this Agreement will, at the time of acceptance be free from defects in workmanship and conform to the requirements of this Agreement.

3.21. Guarantee from the Manufacturer

(i) The Customer has a Guarantee on the Products from the Manufacturer for a period of 10 years.
(ii) Manufacturer is not responsible for the quality of the Services carried out on the Premises.
(iii) The Guarantee does not cover defects caused during the process of installation or as a consequence of undue exploitation which contradicts the provisions of Rules For Use (Schedule 1).
(iv) When the Guarantee Event occurs, the Manufacturer guarantees to either replace the Products or repair them within 1 (one) month provided the defect of the Products is the Manufacturer’s Fault. The replacement of the Products is to be done with respect to requirements specified in the original order.

3.22. Term and Termination

(i) This Agreement shall take effect on the date of signing by both Parties or, if signatures do not occur simultaneously, when the latest signature is given.
(ii) This Agreement expirers on the Completion Date and when both Parties sign the Certificate of Practical Completion.
(iii) Either Party may terminate this Agreement before the expiry date upon notice in writing if: the other Party is in breach of any material obligation contained in this Agreement.

4. Miscellaneous

4.1. Dispute Resolution

(i) The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within 14 (fourteen) business days of either Party notifying the other of the dispute.
(ii) The Parties shall attempt to reach a settlement by way of mediation or arbitration. This does not limit the right of each of the Parties to refer to courts.
(iii) Any dispute, controversy or claim arising out of or relating to this Agreement, including its conclusion, interpretation, performance, breach, or termination, shall be settled under the law of England and Wales.

4.2. Force Majeure

(i) Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of Force Majeure.
(ii) For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism, restraint of government, governmental acts, injunctions, that prevent the Service Provider from completing the services, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party’s reasonable efforts to prevent, avoid, delay, or mitigate the effects of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party’s failure to perform its obligations under this Agreement.

4.3. Notices

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
a.___________________________________________________

____________________________________________________

Fax: (_____) ________-___________

Email: _________________________

b.___________________________________________________

____________________________________________________

Fax: (_____)________-____________

Email: __________________________

or to such other address as any Party may from time to time notify the other.

4.4. Modification of the Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

4.5. Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

4.6. Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

4.7. Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

4.8. Governing Law

It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed to the exclusion of the law or any other forum, by the law of England and Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted.

4.9. Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

4.10. Waiver

(i) The failure of either party to insist upon strict performance of any provision of this Agreement, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not diminish or affect any other cause a diminution of the obligations established by the Agreement.

(ii) No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with clause 4.3 (Notices).

4.11. Entire Agreement

The Agreement constitutes the entire Agreement between the Parties in respect of the matters dealt with therein. The Agreement supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, with the exception that this clause shall not exclude liability in respect of any Fraud or fraudulent misrepresentation.

4.12. Extension of Initial Agreement Period

The Customer may, by giving written notice to the Service Provider not less than 3 business days prior to the last day of the Initial Agreement Period extend the Agreement for a further period of up to 14 (fourteen) business days. The provisions to the Agreement will apply subject to any adjustment to the Agreement Price in accordance with clause 3.8. (Price Adjustment on Extension of the Initial Agreement Period).

4.13. Counterparts

The Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original but all counterparts together shall constitute one and the same Agreement.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand on [insert date].

Last revised June 2015

Schedule 1

Rules for use

1. Do not touch a stretch ceiling using either or both: pricking and cutting tools which may cause damage to the ceiling. If such damage occurs cover the damaged point with a paper (molar) tape. To fix the ceiling (to repair the fabric from inside using a specifically designed tape) refer to a maintenance team for their assistance.

2. Do not attempt to repair the damaged ceiling on your own.

3. Do not paint the ceiling.

4. Do not install the smoke detectors into the canvas independently without seeking a professional assistance.

5. In a case of water leakage from the top all the ceilings’ lights must be switched off and the maintenance team shall be called. It is not recommended to fix the problem of leakage independently without seeking a professional assistance. The price for the work carried out to eliminate the problem is indicated on the Price List. In the case of hot water (over 40 ° C) leakage the shape of canvas may be changed and it may not reverse to the original after repair works have been carried out.

6. If the ceiling gets dirty to clean it do not use aggressive detergents. It is sufficient to use a moist cloth (a colourless flannel may be the best tool) to clear up a dirty area. Ordinary washing-up liquids may also suffice. Do not use abrasive material. Do not use liquids which may contain either or both: kerosene and solvents (e.g. acetone). A small portion of washing-up liquid is dispersed in warm water (30-40 ° C) where a flannel is placed. Use the moist flannel to wipe all contaminated areas on the stretch ceiling. Then use a semi-moist flannel to wipe all remains of the washing-up liquid. Finally, use a dry flannel to dry the area of the stretch ceiling. Remove drops of rust immediately when you see them. When wiping the stretch ceiling use extra care. Do not push the stretch ceiling to the extent that it may reach the main ceiling.

7. During change of bulbs in built-in lamps do not move the rack fixtures, as this may lead to melting or damaging of the stretch ceiling. To avoid increasing the plasticity of the web, sagging and melting areas around the built-in lighting wattage bulbs in the lamps should not exceed 40 watts, and halogen should not be more than 35 watts.

8. Around a chandelier ceiling temperature conditions should not exceed 80 ° C.

9. Where there is a stretch ceiling premises must be heated. Temperature conditions of the premises in which the stretch ceiling is installed, should be between + 5 ° C to + 70 ° C. In the case of lowering the temperature below + 5 ° C, the ceiling becomes brittle.

Technical requirements for a place where a stretch ceiling is to be installed

1. A stretch ceiling installation shall be started only after completion of all works related to alignment of walls, installation of ventilation, air conditioning, soundproofing, room lighting, etc.

2. The shape and the perimeter of premises after measurements made, shall remain unchanged.

3. The premises where the installation of the stretch ceiling is made followed by the stretch ceiling operation shall be heated during the cold season and shall be draft-free. The main ceiling shall be reliably protected against the ingress of airflow through the attic and floor decks.

4. Walls, where the stretch ceiling is to be fixed shall be durable and not damaged. Drywall, ceramic tile and other constructive finishing materials shall be secured, and shall withstand the force on the separation of at least 60 kg /linear meter.

5. All elements, which may damage canvas or may drop on the canvas shall be removed from the main ceiling. Construction joints between slabs and all holes, slots, which will be above the level of stretch ceiling shall be sealed (i.e. they shall not fall out, be foamed). Slabs need to be primed.

6. Layout of technical communication and lighting shall be given. Mounting hardware equipment shall be installed into the stretch ceiling.

7. Installation of the stretch ceiling is started by accessing the main ceiling and walls around the perimeter of the premise by the width of one meter. Use protective cover for furniture; cover the floor by a cardboard or any other durable material. Before heating the premise make sure you remove both pets and plants from it.

8. When using your own lamps or other elements present samples of them to the Service Provider before the commencement of installation. In this case, lamps shall meet the following criteria: incandescent bulbs shall be up to 60 watts; with power up to 35 watts and to 40 watts – any types of bulbs; from 40 watts to 60 watts only rotary bulbs; 50 watts halogen; from 35 watts to 50 watts only rotary.

9. When installing a chandelier with incandescent bulb(s) into the stretch ceiling, the distance between the bulbs and the stretch ceiling shall be not least than 15 cm.