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Tags: artwork, cameron, cassettes, covering materials, cpl, honour, insurance, labour, may 1, multimedia sales, prints, value added tax, video tapes, writing services,
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Created: Thu Mar 18 09:01:25 2004
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                                                              CAMERON PRESENTATIONS LTD
                                                Terms of Business (Duplication/Multimedia/Sales)
1. Interpretation                                                                                 8.2 All rates quoted on the Rate Card are exclusive of any Value Added Tax which may
1.1 In these Terms unless the context otherwise requires:                                             be chargeable.
    "CPL" means Cameron Presentations Limited                                                     8.3 If any of the client's materials require preparation by CPL before the service can be
    "Client" means the party identified as such in any documentation or to whom                       carried out, CPL reserves the right to make a further charge covering materials and
    Services are supplied, or work is undertaken for;                                                 labour involved.
    "Equipment" means all equipment and each item and part thereof supplied by CPL                8.4 The price includes the cost of normal packaging but excludes delivery and transit
    under these Terms:                                                                                insurance unless otherwise agreed in writing.
    "Services" Any processing,Video/DVD/CD recording/duplicating /playing, editing,               8.5 If CPL gives an estimate in writing, CPL will honour it, if an order is based on such
    titling, transferring, copying or other services carried out by CPL.                              estimate and is placed within 14 days. Any estimate given by CPL is subject to any
    "Client's Materials"; All negatives, interpositives, prints, video tapes, cassettes,              conditions specified in the estimate.
    cartridges, DVD/CD's, software, artwork, or other materials of any nature provided
    by the client to CPL in connection with the services.                                         9.   Copyright/Licence and Defamation
1.2 Headings contained in these Terms are for convenience only and shall not affect                    Orders are accepted on the express condition that copyright/licence in the client's
    interpretation.                                                                                    materials is held by the client or that the client has obtained copyright/licence
                                                                                                       clearance from the copyright/licence owner and the client shall indemnify CPL
2.   Application of Terms                                                                              against any loss, damage, costs or expenses suffered or incurred by the CPL as a
     These terms shall apply to all contracts entered into by CPL, and shall not be in any             result of any claim for infringement of copyright or defamation in respect of any of
     way modified, qualified or negatived unless specifically agreed by CPL in writing                 the client's materials. CPL may request written proof of ownership of copyright or
     when accepting an order.                                                                          licence.

3. Orders/Payment                                                                                 10. Retention of Title
3.1 All orders for services placed with CPL are subject to the CPL's acceptance.                  10.1 Title to all such equipment and materials shall remain vested in CPL until all debts due
3.2 Payment by the Client for work undertaken by CPL, should be made in full, including                to CPL by the client have been discharged in full. The title to the equipment and
    VAT, on uplift/delivery of the goods, i.e. by cash, cheque or credit card or if the client         materials shall remain vested in CPL while any unpaid debts, disputed or otherwise
    holds an account with CPL payment shall be made within 30 days of presentation of                  remain outstanding, notwithstanding that payments are made for the specified purpose
    CPL's invoice.                                                                                     of settlement of designated claims. Disputed debts shall be deemed to remain
3.3 In the event of any payment remaining outstanding for more than 21 days after                      outstanding until extra judicial agreement or the issue of a court judgement to the
    becoming due CPL reserves the right to charge interest on the outstanding balance                  contrary.
    at the rate of 2% per month.                                                                  10.2 Notwithstanding delivery of the said equipment and materials and as long as the title
                                                                                                       thereto remains vested in CPL, CPL shall have the right to reclaim said equipment and
4.   Confidentiality                                                                                   materials at any time and to enter onto the client's premises for that purpose.
     If the client discloses confidential information to CPL and clearly identifies such          10.3 The client undertakes that it will exercise its best endeavours to co-operate with the
     information in writing as "confidential," CPL shall use reasonable care to ensure that            exercise by CPL of its said right to reclaim and recover its goods and materials.
     such information is disclosed only to CPL's employees requiring access to such
     information to render the services or manufacture product requested by the client.           11. Termination
     Nothing herein shall limit CPL's right to use or disclose information that (i) becomes       11.1 If Client makes any voluntary arrangement with its creditors or has a petition for an
     available to the public without fault of CPL; (ii) is lawfully acquired by CPL from a             administration order presented against it; or (being an individual or firm) becomes
     third party; (iii) is in the possession of CPL at the time of disclosure by the client; or        bankrupt; or (being a company) goes into liquidation; or if an encumbrancer takes
     (iv) is developed by or on behalf of CPL by persons who have not received the                     possession or a receiver is appointed of any property or assets of Client, or Client
     client's confidential information.                                                                ceases or threatens to cease to carry on business; or CPL reasonably apprehends
                                                                                                       that any of the aforesaid is about to occur or Client is in breach of these Terms, then
5. Disclaimer of Liability                                                                             (without prejudice to any other right or remedy) CPL may without liability to Client
5.1 CPL will accept no liability for any fault, failure or breakdown of any equipment                  by notice cancel or suspend provision of Services, repossess Equipment and, if any
    utilised by CPL in the processing of orders resulting in damage, destruction or delay              Services of Equipment have been provided but are unpaid, the price shall become
    to Tapes, MasterTapes, DVD's, CD's, Software or Artwork.                                           immediately due and payable notwithstanding any contrary agreement.
5.2 CPL will accept no liability for fault, failure or negligence on the part of personnel,       11.2 Upon termination and notwithstanding later acceptance of monies by CPL, Client
    operatives or contractors employed by CPL in connection with the processing of                     shall no longer be in possession of Equipment with CPL's consent and, without
    client's material, e.g.Tapes, DVD's, CD's, Software or Artwork.                                    affecting other rights and remedies of CPL, Client shall (i) at its expense forthwith
5.3 CPL shall in no way be liable for loss, damage, loss of profits or of contracts or any             return Equipment to CPL and in default CPL may without notice repossess
    other consequential loss of any kind suffered by the client or any third party for any             Equipment and for this purpose freely enter any premises where Equipment is
    delay, late delivery, defect or deficiency or, or relating to, any delay in completion of          believed located; and (ii) become immediately liable to pay CPL all costs and
    orders.                                                                                            expenses of CPL in locating, repossessing and restoring the Equipment, collecting any
                                                                                                       sums due or obtaining proper performance of Client's obligations under these
6. Client's (Master/Original) Materials                                                                Terms.
6.1 The client is advised to fully insure his material against all risks including loss or
    damage or any possible consequential loss as such cover is not provided by CPL.               12. Lien
6.2 CPL shall use all reasonable care in processing, treating, handling and storing of the            The Company shall have a general lien on the Customer's materials in its possession
    client's materials. However, CPL points out that its charges are not proportionate to             for the general balance due from time to time by the Customer to the Company.
    the value of the materials to which it is entrusted or the total sums of money
    involved in the work on which its clients are engaged; therefore CPL shall not incur          13. Force Majeure
    any liability to the client in the event of loss, damage, or expense resulting from               CPL will not be responsible for failure to fulfil its obligations under any Purchase
    error, neglect or omission on any part of CPL.                                                    Agreement if such failures caused by circumstances beyond reasonable control of
6.3 Special value Master Tapes, Masters, DVD's, CD's or Software will require prior                   CPL or its suppliers or contractors, including but not limited to acts of God,
    written arrangements with CPL for processing, otherwise the material will only be                 unavailability of materials, equipment failures, strikes or other labour disturbances.
    accepted on the basis that the value does not exceed the cost of material and the
    liability of CPL for any loss or damage, however caused, is limited to the replacement        14. General
    of the material by similar, but unexposed or unused materials.                                14.1 If Client is more than one person, their obligations shall be joint and several.
6.4 The client is solely responsible for delivering Materials to and retrieving Materials         14.2 Any notice shall be in writing and sent to the principal place of business of the party
    from CPL.                                                                                          concerned or such other address as notified for the purpose.
6.5 At the client's request and sole risk, CPL will store Materials as long as CPL is             14.3 If any provision hereof is invalid or unenforceable in any respect, the validity and
    providing services hereunder, and has space to do so, at any place CPL deems                       enforceability of the remaining provisions shall be unaffected.
    appropriate.                                                                                  14.4 No waiver of any breach of these Terms shall be a waiver of any subsequent breach
                                                                                                       of the same or any other provision.
7.   Quality of Work                                                                              14.5 These terms shall be governed by Scottish law. Claims against CPL shall be brought
     The quality of work of the services is substantially dependent on the quality of the              exclusively in the Scottish Courts. Claims against Client may be brought in courts of
     client's materials. CPL shall endeavour to achieve the highest possible standards or              Scotland or of any territory where Client may at any time be resident, carry on
     work subject to the quality of the client's material available, but it does not                   business or have assets.
     guarantee to produce any particular standard.

8. Rates
8.1 Rates charged for the services will be those stated in CPL's Rate Card, current at
    the date when the client submits an order for services, or as agreed in writing. CPL
    reserves the right to alter the Rate Card without notice.