STANDARD TERMS AND CONDITIONS OF SALE

ATP Projects Ltd. – Terms and Conditions

Effective from 31 July 2026

1. Application of these Conditions

1.1 In these Conditions, “we”, “us” and “our” means ATP Projects Ltd (company number 8478777); “Buyer” means the person or organisation that buys goods and/or services from us; and “Conditions” means these terms and conditions of sale.

1.2 These Conditions apply to every order for the supply of goods and/or services by us to the Buyer, and take precedence over any terms and conditions the Buyer seeks to impose or incorporate, whether in a purchase order, tender, correspondence or otherwise. Where the Buyer's own terms and conditions conflict with these Conditions, the Buyer's terms do not apply unless we have explicitly agreed to them in writing; receiving or acting on a purchase order that refers to the Buyer's own terms does not, by itself, constitute such agreement.

1.3 Where the Buyer is contracting as a consumer within the meaning of the Consumer Rights Act 2015, nothing in these Conditions affects the Buyer's rights under that Act or, where the contract is made at a distance or off our premises, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including any statutory right to cancel, except to the extent a relevant exemption applies (for example, where goods are made to the Buyer's specification or are clearly personalised). To the extent of any conflict between these Conditions and such statutory rights, the Buyer's statutory rights prevail.

2. Quotations

2.1 Our quotations are not binding, and orders are only valid once confirmed by us in writing.

2.2 Quotations are valid for 30 days from the date of issue unless otherwise stated on the quotation.

2.3 Quotations are based on the information, drawings, tender or specification documents supplied by the Buyer, and cover only the equipment, materials and work specifically stated in the quotation. We make no allowance for, and are not responsible for, any errors or omissions in the information supplied to us, or for any items not listed in the quotation.

2.4 Quotations are subject to the equipment and materials being available at the time an order is placed.

3. Price

3.1 Prices stated in our order confirmation are valid for that order and are exclusive of VAT, which will be charged at the rate applicable at the date of invoice.

3.2 Subject to Clause 3.3, if the cost to us of performing a contract increases between the date of our order confirmation and the date of delivery as a result of matters outside our reasonable control (including, without limitation, an increase in the cost of materials, components, freight, carriage or energy, or the impact of an exchange rate fluctuation), we may increase the price for that contract to reflect the increase, provided that:

(a) the increase will not exceed the amount by which our reasonably incurred and verifiable costs have actually increased;

(b) we give the Buyer written notice of the proposed revised price, with a reasonable summary of the reason for it, as early as reasonably practicable and, in any event, no later than the date of the relevant invoice;

(c) the right to increase the price under this Clause ceases once the affected goods and/or services are complete and ready for delivery; and

(d) we will not increase, under this Clause, any sum that is already fixed under these Conditions (for example, interest under Clause 7.3).

3.3 If a price increase under Clause 3.2 is more than 5% of the price originally payable for the affected goods and/or services, the Buyer may cancel the affected contract by written notice to us within 14 days of receiving our notice under Clause 3.2(b). If the Buyer cancels under this Clause, the Buyer must pay us a reasonable and proportionate sum for all work carried out and all materials and components ordered or committed up to the date of cancellation.

4. Delivery

4.1 Our order confirmation sets out the anticipated delivery date. Lead times will be agreed at the time the order is placed, and any indicated lead times are approximate and not binding.

4.2 Lead times assume that all information, drawings, approvals and confirmations required from the Buyer, including drawing and specification approval under Clause 6, are provided or confirmed promptly when requested. Where the Buyer provides or confirms any of this later than requested — including where drawings are approved in stages some time after the order is placed — the lead time will be extended accordingly, and we will not be liable for any resulting delay in delivery.

4.3 Unless the Buyer tells us otherwise, we will assume delivery is to the Buyer's main trading address. Where the Buyer asks us to deliver to a different address, including a site or project address, this may involve additional charges. We will not be liable for any failure or delay in delivery caused by that address being unable to receive the delivery (for example, a site that is not ready to accept the goods, or that has poor access arrangements), and we may charge for any re-delivery this makes necessary.

4.4 Unless the Buyer pays for a specified expedited service, we choose the carrier and method of delivery (for example, our standard courier or pallet network), and delivery charges are based on our standard rate for that carrier and destination. Deliveries are made kerbside or to the front door only, and carriage quoted covers a single delivery to that point; staged or split deliveries are available at an additional charge.

4.5 We will not be liable for any indirect or consequential loss arising from a delay in delivery. Subject to Clause 18.1, our liability for a delay in delivery caused by our own negligence or default is subject to Clause 18 (Limitation of Liability).

5. Force Majeure

5.1 We will not be liable for any failure or delay in performing our obligations under these Conditions to the extent that the failure or delay is caused by an event or circumstance beyond our reasonable control, including but not limited to fire, flood, extreme weather, failure of utilities, strikes or industrial action, and shortage or unavailability of materials.

5.2 Our obligations will be suspended for the period that such event continues, and we will use reasonable endeavours to resume performance as soon as reasonably practicable.

5.3 If an event or circumstance under Clause 5.1 continues for a continuous period of more than 3 months, either party may terminate the affected contract by giving the other not less than 14 days' written notice. On termination under this Clause, the Buyer must pay us a reasonable and proportionate sum for all work carried out and all materials and components ordered or committed up to the date of termination, and we will, at the Buyer's option, either refund any part payment made in respect of work not carried out or supply, so far as reasonably practicable, goods and services corresponding to the value of the sums paid.

6. Drawings and Specification Approval

6.1 The Buyer is responsible for ensuring that the drawings and specifications meet their requirements, including but not limited to typesetting, spelling, colour referencing, dimensions, and specification. If the Buyer is unclear about anything in the drawings or specification, it is the Buyer's responsibility to raise this and ensure it is clear before giving approval.

6.2 Once the Buyer has approved the drawings and specification, we are responsible for producing the products in accordance with those approved drawings and specification. Any changes requested by the Buyer after approval will be treated as a variation and may result in additional charges and/or a revised delivery date, to be agreed in writing before work continues.

6.3 The number of drawings and revisions included in a quotation is one drawing with one revision per unit unless otherwise stated on that quotation; further revisions are chargeable at our standard design rate as stated on the quotation or otherwise notified to the Buyer.

6.4 Where a colour or finish is applicable to a product, it will be supplied in our standard finish unless a different finish is specified and agreed; non-standard finishes may incur an additional charge.

6.5 The Buyer must inspect the goods promptly on delivery and notify us in writing of any apparent non-conformity with the approved drawings and specification within 14 days of delivery. This obligation is in addition to, and does not limit, the warranty in Clause 9, and does not affect the Buyer's right to notify us of latent defects (defects not reasonably discoverable on inspection) for the duration of the warranty period.

7. Payment Conditions

7.1 Unless otherwise agreed with the Buyer in writing (for example in an order confirmation or an agreed credit facility), payment must be made within 30 days of the date of our invoice, without deduction. Withholding of payment or the setting off of counterclaims is not permitted.

7.2 Where an order is delivered in stages, we will invoice for each stage as it is delivered and these payment terms apply to each such invoice individually.

7.3 If payment is overdue, we are entitled to charge interest on arrears at the Bank of England base rate plus 8% per annum, together with the fixed statutory compensation sum payable under the Late Payment of Commercial Debts (Interest) Act 1998. Any resulting charges will be borne by the Buyer. Retention of title to the goods is dealt with in Clause 13 (Reservation of Property and Insurance).

8. Risk and Storage

8.1 All risk in the goods passes to the Buyer from the moment the goods arrive at the designated delivery address.

8.2 If despatch is delayed through the fault of the Buyer, risk and storage costs pass to the Buyer from the day the goods are ready for despatch, and we reserve the right to invoice for the goods from the date they were originally due to be delivered, or the date they are ready for delivery, whichever is later.

9. Warranty

9.1 Subject to the provisions of this Clause, for a period of 12 months from the date of delivery we will repair or replace, free of charge, any piece that is wholly or partially unserviceable as a result of defective manufacture or faulty material arising in the course of normal, correct use of the goods.

9.2 Any defective unit must be returned to us at the Buyer's expense for repair or replacement. The Buyer must notify us in writing of any defect as soon as reasonably practicable after discovery, including describing the nature of the defect, and must hold the defective goods for our inspection or return them to us on demand. If the Buyer fails to do so, we will not be responsible for the defect to the extent that our ability to investigate or remedy it is prejudiced as a result.

9.3 We are not responsible for defects arising from normal wear and tear, or where the goods have been modified without our prior agreement, or where any such modification makes repair or replacement by us materially more difficult.

9.4 If the Buyer has not fulfilled the payment conditions in Clause 7, we may suspend our obligations under this Clause, in accordance with Clause 12 (Suspension of Contract by the Supplier), until payment is made.

9.5 Our liability under this warranty is limited to the repair or replacement of defective parts or, at our option, a refund of the price of the defective goods. We exclude liability for any indirect or consequential loss arising from any defect.

9.6 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under English law.

9.7 Where the Buyer is contracting as a consumer within the meaning of the Consumer Rights Act 2015, nothing in this Clause limits or excludes the Buyer's rights and remedies under that Act (see Clause 1.3).

9.8 Where the goods have been manufactured to the Buyer's specification or an approved drawing, our remedy under Clause 9.1 will, at our option, be by way of repair or, where repair is not reasonably practicable, replacement or, failing that, a refund in accordance with Clause 9.5. A refund under this Clause is calculated by reference to the price of the defective goods only, and we have no obligation to refund the price of any non-defective goods supplied under the same order.

9.9 Where an approved drawing or specification records a tolerance for a dimension, finish or other characteristic, goods supplied within that tolerance conform to the approved drawing or specification. Where no tolerance is recorded, a minor deviation that falls within the standard manufacturing tolerance for the relevant material and process does not, by itself, constitute a defect for the purposes of this Clause.

10. Scope of Supply, Buyer Competence and Design Communications

10.1 In this Clause, “Deployment” means installing, connecting, combining, configuring, or otherwise putting the goods into use, whether as part of a permanent electrical installation or a temporary system, including power and signal distribution for events, productions or touring use. Our contract with the Buyer is for the supply of the goods described in the relevant order confirmation, together with our own design work in relation to our products; unless expressly agreed in writing, it does not include the provision of electrical engineering services, Deployment services, or any other professional or regulated services.

10.2 The Buyer acknowledges and confirms that:

(a) it has, and will ensure that any person carrying out a Deployment on its behalf has, the appropriate knowledge, skill and, where applicable, qualifications, permissions and registrations required to carry out that Deployment lawfully, competently and safely;

(b) the Buyer is solely responsible for confirming that the specification of the goods complies with all laws, regulations, standards, and codes applicable in the jurisdiction in which a Deployment takes place;

(c) the Buyer is solely responsible for all Deployment, and for ensuring it is carried out in accordance with all applicable laws, regulations, standards, and codes of practice; and

(d) the Buyer is solely responsible for the suitability of the site, system and environment for a Deployment, and for how it uses, configures, or combines the goods with other equipment.

10.3 We may, in the course of performing our obligations under these Conditions, communicate with the Buyer or the Buyer's representatives concerning a Deployment, whether orally, in writing or by means of drawings, diagrams or specifications. Any such communication is provided solely for the purpose of enabling us to complete our design work and generate a suitable specification for the product. We do not thereby assume any responsibility for, and any such communication does not constitute, engineering advice, installation instructions, or professional advice to the Buyer or any third party on how to carry out a Deployment.

10.4 Nothing in this Clause transfers to us any responsibility for a Deployment. The Buyer must not rely, and must ensure its contractors do not rely, on any communication referred to in Clause 10.3 in place of its own, or its contractors', competent judgement and professional assessment. We accept no liability for any loss, damage, injury, or expense arising from a Deployment, or from any reliance placed on a communication referred to in Clause 10.3, except to the extent that such loss or damage arises from our own negligence or defective manufacture, in which case Clause 18 (Limitation of Liability) applies.

10.5 For the avoidance of doubt, nothing in this Clause excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under English law.

11. Cancellation by the Buyer

The Buyer may cancel the contract if:

(a) the goods do not conform to the approved drawings or specification and we are unable to rectify the non-conformance within a reasonable time; or

(b) a defective part is not repaired or replaced within a reasonable time, despite the Buyer having allowed us adequate time to do so, or replacement proves impossible.

For the purposes of this Clause, a reasonable time will be no less than the original lead time quoted for the project's delivery.

12. Suspension of Contract by the Supplier

12.1 We may suspend performance of our obligations under any contract, without liability to the Buyer for any resulting delay, if:

(a) any amount due to us under this or any other contract with the Buyer is overdue;

(b) the Buyer fails to provide any information, drawing approval or confirmation we have reasonably requested within a reasonable time; or

(c) we reasonably believe the Buyer's ability to pay amounts due under the contract when they fall due has become materially impaired.

12.2 We will give the Buyer written notice of a suspension under this Clause and the grounds for it, and will resume performance as soon as reasonably practicable once the relevant ground has been resolved.

12.3 If a suspension under this Clause continues for more than 30 days, or if the ground for suspension is not capable of remedy, we may terminate the contract by written notice. On termination under this Clause, the Buyer must pay us for all work carried out and all materials and components ordered or committed up to the date of termination.

12.4 Nothing in this Clause affects any other right or remedy available to us, including our rights under Clause 13 (Reservation of Property and Insurance).

13. Reservation of Property and Insurance

13.1 All goods remain our property until all amounts due under these Conditions have been paid in full and title has passed in accordance with Clause 14.

13.2 In the event of termination of the contract, or of compulsory or voluntary liquidation, the Buyer agrees that we and our servants and agents will have the right of entry to the premises of the Buyer, or its successors and assigns, to exercise any of our rights under these Conditions. The Buyer agrees to obtain the consent of any third party in possession of the goods to such entry and repossession.

13.3 Risk in the goods passes to the Buyer in accordance with Clause 8, which applies notwithstanding that title has not yet passed to the Buyer. Until title passes to the Buyer, the risk of loss of or damage to the goods is borne by the Buyer to the extent that the goods are in the Buyer's possession or control following delivery. Accordingly, the Buyer must insure the goods against fire, water damage, and such other risks as may be appropriate from the point at which the goods come into its possession or control, at the Buyer's own cost, since we are unable to fully insure goods that are in the Buyer's possession or control before they have been paid for. For the avoidance of doubt, we retain the right to insure the goods at our own cost at any time before title passes.

14. Passing of Title

Title to the goods will not pass to the Buyer until we have received payment in full (in cash or cleared funds) for the goods and all other sums payable by the Buyer under these Conditions or any other agreement with us, regardless of whether such sums are due.

15. Intellectual Property

15.1 All intellectual property rights in our designs, drawings, programming and other work product remain our property unless the transfer of ownership is agreed in writing. Confidentiality of such information is dealt with in Clause 16.

15.2 Where drawings or designs are produced by us for a specific order, the Buyer is granted a licence to use the resulting product for its intended purpose only, and must not reproduce, copy or use such drawings or designs to manufacture the product, or to request quotations for the product, elsewhere without our prior written consent.

16. Confidentiality

Each party must keep confidential all information of a confidential nature (including but not limited to pricing, designs, drawings, specifications, and show or production details) disclosed to it by the other party in connection with an order, and must not disclose such information to any third party without the other party's prior written consent, except as required by law.

17. Data Protection

Each party must comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data processed in connection with an order. Further information on how we process personal data is available at https://portal.atpprojects.co.uk/privacy.

18. Limitation of Liability

18.1 Nothing in these Conditions limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under English law.

18.2 Subject to Clause 18.1, our total aggregate liability to the Buyer arising out of or in connection with any contract governed by these Conditions, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total price payable by the Buyer under that contract.

18.3 The Buyer acknowledges that the limitation in Clause 18.2 reflects the price charged for the goods and/or services and the allocation of risk agreed between the parties, and that the Buyer has had the opportunity to insure against losses exceeding that amount.

18.4 Subject to Clause 18.1, we will not be liable to the Buyer for any indirect or consequential loss, or for any loss of profit, business, revenue, goodwill, anticipated savings, or data, arising out of or in connection with any such contract.

18.5 The exclusion of indirect and consequential loss in Clause 18.4 does not need to be applied again to our liability under the warranty in Clause 9, which already excludes such loss under Clause 9.5. For the avoidance of doubt, our liability under Clause 9 counts towards, and is not in addition to, the aggregate cap in Clause 18.2. Nothing in this Clause limits or excludes any liability that cannot be limited under English law (including in respect of title to goods).

18.6 Where the Buyer is contracting as a consumer within the meaning of the Consumer Rights Act 2015, nothing in this Clause limits or excludes the Buyer's rights and remedies under that Act (see Clause 1.3).

19. Entire Agreement

19.1 These Conditions, together with the relevant order confirmation and any agreed variations, constitute the entire agreement between the parties in relation to the relevant order and supersede all prior negotiations, representations, agreements and understandings relating to it.

19.2 Each party acknowledges that it has not relied on, and will have no remedy in respect of, any statement, representation, assurance or warranty made by or on behalf of the other party (whether made carelessly, in pre-order discussions or otherwise) that is not expressly set out in these Conditions or the relevant order confirmation. Nothing in this Clause limits or excludes liability for fraud or fraudulent misrepresentation.

20. Assignment and Subcontracting

20.1 We may subcontract any of our obligations under these Conditions without the Buyer's consent, provided we remain responsible for their proper performance.

20.2 The Buyer must not assign, transfer, charge, or otherwise deal with any of its rights or obligations under these Conditions, or purport to novate any contract, without our prior written consent. We will not unreasonably withhold or delay that consent where the proposed assignee is of good standing and creditworthiness reasonably acceptable to us.

21. Jurisdiction

21.1 This contract, and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it, will be governed by and construed in accordance with the law of England and Wales.

21.2 The Buyer irrevocably submits to the jurisdiction of the courts of England and Wales, Scotland and Northern Ireland to settle any such dispute or claim, and waives any objection to proceedings being brought in any of those courts on the grounds of venue or otherwise. We may bring proceedings in any of those jurisdictions, at our election.

21.3 Nothing in this Clause limits our right to take proceedings in any other court of competent jurisdiction, and taking proceedings in one jurisdiction does not prevent us from taking proceedings in any other jurisdiction, whether at the same time or not.

22. Severability

If any provision of these Conditions is held by a court or other competent authority to be invalid or unenforceable, the remaining provisions will continue in full force and effect.