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Conditions of Supply
In these Conditions of Supply Scena shall mean the entity which is providing you with projects, Supplies and services (“Supplies”) and which is a member of the Scena Group of Companies.
The company, firm or entity to whom Supplies are provided is referred to as the customer herein.
The customer shall be deemed to accept these Conditions of Supply when the customer orders, requests or receives Supplies by Scena and/or by part or full payment therefor. The customer’s terms and conditions (if any) shall be to the extent that they are inconsistent herewith be deemed to be waived by the customer. In the event that Scena provides projects, Supplies and services by way of standard industry agreements (such as those issued by JCT or NEC) these Conditions of Supply shall be deemed to be supplemental terms to such standard industry agreements to the extent not inconsistent therewith.
The individual signing any document requesting or placing any order for Supplies with Scena on behalf of a customer is deemed to make such request and/or place such order on behalf of themselves and the customer.
1. All Supplies to be provided by Scena will be provided only on the basis of these conditions. These conditions supersede all previous conditions and will apply to all transactions. No person or employee of Scena shall be entitled to vary alter amend or waive any of these conditions unless approved in writing by a Director of Scena. Scena reserve the right to amend these conditions which amendments will apply from the time that they appear on Scena’s website: scenapro.com
2. All Supplies are provided subject to any special conditions set out in writing and signed by a Director of Scena. Such special conditions shall be deemed to be incorporated herein.
3. Scena shall use its reasonable endeavours to fulfil its obligations to the Customer if it is hereby specifically agreed between Customer and Scena that:
3.1 Unless Scena is contracted so to do the customer shall be wholly responsible for the erection, installation and striking of all Supplies. Scena does not give any warranty that the Supplies manufactured by Scena comply with any local authority and/or other statutory regulations or consents unless those obligations are specifically requested by the customer and/or required pursuant to current statutory mandatory requirements at the date that any Supplies or services are requested. It is the specific obligation of customer that the customer will investigate and notify Scena of all permissions consents and approvals that are required for the manufacture or use of the Supplies and services required by the customer.
3.2 Scena does not warrant the suitability of any Supplies for subsequent erection at any venue or location and it shall be the customer’s responsibility to ensure that all Supplies shall be suitable in size and character for the intended venue or location in which the Supplies are to be used or installed.
3.3 While Scena will use its reasonable endeavours to ensure that all Supplies are manufactured and/or supplied in accordance with the customer’s specification and/or utilising specific materials or grades of material Scena specifically reserves the right to alter or substitute any grades or materials used in the manufacture of Supplies in its sole discretion and where Supplies are required to be of a particular specification the customer must notify Scena when placing any order and prior to the acquisition of and commencement of manufacturing any Supplies.
3.4 Customer agrees to indemnify Scena against any claim made against Scena concerning the copyright in of the on a full indemnity basis including all and any such loss and expense incurred by Scena arising therefrom.
4. Unless otherwise specifically agreed Scena’s costs for Supplies shall unless otherwise specified be payable as to fifty per cent (50%) upon the commencement of the production of Supplies or acceptance of Scena’s quotation whichever shall be the earlier and fifty per cent (50%) upon completion of Supplies .
5. Until Scena have been paid in full for any Supplies:
5.1 Scena shall have no obligation to deliver Supplies; and
5.2 The legal and beneficial ownership in Supplies shall remain with Scena (although the risk therein passes to the customer at the point where delivery begins or if earlier the date when Scena notifies the customer that the Supplies are ready for delivery or collection.
5.3 At the customer’s expense Scena may recover Supplies at any time from the customer if in customer’s possession should the amount outstanding from the customer to Scena in respect of any Supplies remain unpaid after the due date for payment has passed and for that purpose Scena and Scena’s servants or agents shall be entitled to enter unhindered upon the land or buildings upon which the Supplies are situate and the customer shall forthwith supply Scena upon request with full details of the whereabouts of the Supplies and such other information as Scena may reasonably and properly require.
5.4 If monies are due from the customer as aforesaid and the customer being in possession or control thereof effects any sale or dispossession thereof which confers any rights of title in or against the Supplies in favour of any third party the customer shall until all monies whatsoever and howsoever due from the customer have been paid stand possessed of the proceeds of such sale or disposition or of any right to receive the same as trustee for Scena to apply the same in satisfaction of any monies due from the customer. Without prejudice to any other rights or remedies Scena may have Scena shall have the right to proceed against the customer’s own customer to the extent that their own customers’ account with them is unpaid.
5.5 For so long as any Supplies remain in Scena’s legal and beneficial ownership or in the physical possession custody or control of the customer the customer shall stand possessed of such Supplies as bailee for Scena (notwithstanding that such Supplies may be at the buyers risk as hereinbefore provided).
5.6 If the customer does dispose of the Supplies any warranties conditions or representations given made or implied by the customer to any third party shall not be binding on Scena and Scena shall be indemnified by the customer in relation thereto.
6. Where collection or delivery of any of the Supplies is made or is to be made by instalments, any non-delivery or delay of any instalment shall not entitle the customer to cancel the remainder of the deliveries or any of them.
7. Whilst Scena shall use its reasonable endeavours to effect any delivery or make available any collection in accordance with pre-arranged times and dates, any time or date named by Scena for collection or delivery is given and intended as an estimate only and Scena shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay in collection or delivery.
8. It is the customer’s responsibility to check carefully the quantity and type of Supplies sold or delivered and claims for non-delivery of any Supplies or any damage thereto or failing thereof must be made in writing within three days of the date of delivery.
9. In the event that the customer fails to collect Supplies on the due date for collection or in the event that Scena are unable to deliver the same to the customer then Scena shall have the right by notice in writing to require the customer in writing to collect the Supplies within a period of 48 hours after having received such notice after which Scena shall be entitled without prejudice to any other right or remedy (including Scena’s right to full payment) to destroy the Supplies or to dismantle the same and re-use the component parts for its own use. Without prejudice to the above Scena shall be entitled to charge a storage charge in respect of all Supplies that are not collected on the due date for collection or which Scena are unable to deliver.
10. Scena will charge its standard delivery and collection fees in addition to the costs of Supplies. In the event that the customer requires a specific form of or conditions for transit for Supplies the customer must specify its requirements upon placing its order for Supplies.
11. Without prejudice to any other rights Scena may have against the customer Scena shall have the right to terminate an order or defer delivery of Supplies in the event:
11.1 The customer’s account with Scena being overdue; or
11.2 The customer being in breach of any of its commitments to Scena; or
11.3 The customer entering into any composition or arrangement with or for the benefit of its creditors or have a receiving order made against it (if a corporate body) or go into liquidation either voluntarily or compulsorily (except for the purpose of re-organisation or reconstruction); or
11.4 The customer having a receiver appointed of its assets or undertaking or part thereof.
12. It is the customer’s responsibility to insure all Supplies or any customer’s property accepted or held by Scena against all risks. The risk in all Supplies passes to the customer at the point where delivery begins or if earlier the date when Scena notifies the customer that the Supplies are ready for delivery or collection. Scena shall not be responsible for any loss or damage caused in transit. Scena recommend that insurance shall be effected in an insurance office of repute in the sum of twenty five thousand pounds (£25,000) or the full value of any Supplies together with a suitable contingency. Without prejudice to the generality of the foregoing the customer is responsible for all public liability arising out or in connection with the use of the Supplies and it is the customer’s obligation to effect the appropriate insurance to indemnify Scena in relation thereto.
13. In the event that any Supplies are made available by Scena to the customer on hire then the terms and conditions herein contained shall apply to such hire insofar as the same are consistent therewith. Without limitation to any other provisions contained herein in the event that any hired Supplies are not returned to Scena prior to the date specified for their return then the customer shall pay a late return fee equivalent to the hire charge in addition to the rental rate agreed up until such Supplies are returned. In the event that any Supplies hired are not returned within twenty one (21) days after the date due to be returned then at the election of Scena at any time after such twenty-one (21) day period Scena shall be entitled to deem such Supplies irrecoverable whereupon the customer shall be liable for the entire cost and/or replacement value (whichever shall be the greater) of the said Supplies in addition to any accrued hire charges and late return fee
14. No forbearance or indulgence by Scena or shown or granted to the customer whether in respect of these conditions or otherwise shall in any way affect or prejudice Scena’s rights against the customer or be regarded as a waiver of any of these conditions. Any variation of these conditions approved by a Director of Scena shall only apply to the particular order in respect of which the variation was made.
15. If any customer which is a limited company does not pay any invoice on the due date and in further consideration of Scena providing Supplies without full payment in advance the signatories (where either a Director or shareholder of the customer ordering or accepting such Supplies) shall be and accept by such signature (which shall include email sent in the name of the Director) personal liable to pay the same.
16. Scena shall be entitled to sub-contract any service or order that Scena agree to perform for a customer.
17. Scena reserves the right to vary prices (whether specifically quoted or otherwise) to take account of increases of raw materials manufacture transport or wages arising before dispatch.
18. Interest at the rate of 2% per month is payable on invoices from the date of invoice. The aforementioned right to charge interest shall not prejudice Scena’s rights of recovery or Scena’s other rights against the customer. In the event of payment being made within the time specified on the invoice for net cash payment Scena shall waive rights to the aforementioned interest on such payments received
19. Scena reserve the right to close any trading account for any reason by notice to the customer. If a trading account is closed any balance (including interest) then outstanding must be discharged within 21 days.
20. Where Scena accepts into its possession or custody (whether or not pursuant to any agreement or in conjunction with Supplies) any materials goods, artwork or property of any description (hereinafter referred to as property”) and or where Scena give possession or custody of such property or any part thereof to an employee agent or sub-contractor of Scena and where such property or any part thereof is lost stolen damaged or destroyed, the liability for such loss theft damage or destruction whether the same be accidental or be caused or contributed to by the negligent breach of contract or breach of duty by Scena their servants agents or subcontractors shall be limited to the payment by Scena of the replacement cost to Scena of such property or £100 whichever sum shall be the smaller unless Scena prior to acceptance shall have agreed in writing that a particular sum be payable in the event of any such loss theft damage or destruction.
21. In respect of non-delivery or late delivery of Supplies Scena shall not be liable for any claim for loss or profits, machine time or any other consequential loss or damage.
22. All orders accepted by Scena are subject to variation and cancellation by Scena without prejudice to Scena’s accrued rights in the event that due performance is impracticable due to act of God, war, civil commotion, riot, strikes, lockouts, fire, drought, flood, destruction or damage to premises plant or machinery, explosion, shortage, failure of fuel materials or transportation, acts of Governments, Local or Public Authorities or other causes beyond Scena’s control or owing to the inability to procure materials or Supplies except at enhanced prices due to any of the aforesaid or any other causes. Scena shall not be responsible for any failure or inability to supply due to such contingencies.
23. Each provision of these Conditions (including each undertaking and each part of it) shall be construed separately and independently from each other.
24. In the event of any part or parts of these Conditions being unenforceable or void or in any circumstances contrary to any law in force at any particular time, then the remainder of these Conditions shall remain in full force and effect, notwithstanding the illegality or unenforceability of individual parts.
25. It is not intended that any rights entitlements claims or benefits of any Supplies will be enforceable by any person other than the customer. Accordingly save to the extent expressly set out in writing no person shall derive any benefit or have any right entitlement or claim in connection with Supplies pursuant to or by virtue of the Contract (Rights of Third Parties) Act 1999.
26. Agreements shall be entered into within the jurisdiction of and shall be construed and performed according to the laws of England and Wales and the High Court of Justice in London shall be deemed the exclusive Court of competent jurisdiction where all proceedings relating to any Agreement and performance of it shall be brought.
© Scena 2017