Willoughby Stewarts Associates Standard Terms and Conditions of Sale.

Clause 1 - Interpretation

1.1 The "Buyer" means the person, firm, company, organisation or individual with whom the Contract is made.
1.2 The "Seller" means Willoughby Stewart and Associatres (WSA), its assignees and successors in title.
1.3 The "Contract" means the Contract between the "Seller" and the "Buyer" for the sale of the "Design & Artworking Services", "Digital, Screen or Litho Print", "Large Format Digital Projects", "Exhibition Stands, Installs, Breakdown and Storage"and "Web Sites" of which these terms and conditions are part. All written / oral statements and representations are superseded by "The Contract", unless inclusions or exclusions of terms contained herein are specifically varied by the "Seller" in writing.
1.4 "Design & Artworking Service" means the provision of design, layout and computer artworking for an agreed designated output.
1.5 "Digital, Screen or Litho Print" means one or all three printing techniques as supplied as trade standards.
1.6 "Large Format Digital Projects" means larger than standard outputs printed either for indoor or outdoor use on speciality equipment with all their individual industry and technical constraints and limitations.
1.7 "Exhibition Stands, Installs, Breakdown and Storage" means initial design and CAD representation of stand layouts which are all copyrighted and may not be copied or used to brief other suppliers, installation and breakdown of stand and stand storage between uses.
1.8 "Web Sites" means design and implementation of specific web site pages within a larger site(s).
1.9 "Services" means the full range of WSA’s business listed services to clients including travel and consultancy where appropriate.

Clause 2 - "Exhibition Stand Design, Installation, Breakdown, Storage, "Metalwork Only Stands", Computers, Specialist AV Equipment"

2.1 The “Buyer” agrees to adhere to the individual specific terms and conditions which are found at the end of each exhibition quotation. It is the “Buyers” responsibility to read and question any aspect prior to instruction to proceed with a stand project.
2.2 All WSA’s exhibition stand designs are copyrighted, action will be taken against those who breach this copyright in any way. You may not use any design supplied to you from WSA to brief another supplier or agent.
2.3 All exhibition stand projects will require
the “Buyer” to either supply a minimum 60%
Pre-Payment of the total Nett Invoice plus VAT or in some instances full payment will be asked for at WSAn's discretion. Deposits are to be received by the “Supplier” with your official hardcopy Purchase Order no later than four weeks prior to delivery/install for all UK projects and six weeks prior to delivery/install for all overseas projects. The full balance as one complete payment must be received no later than two weeks after delivery/installation or breakdown.
2.4 All goods remain the property of WSA, until full invoice payment has been received and has cleared into our account.
2.5 On instructing the “Seller” to proceed with a project, either verbally, via email, letter or by issue of Purchase Order, the “Buyer” agrees with to abide to all the clauses within this “Contract”.
2.6 SUPPLY OF “METALWORK ONLY” STANDS: Where you agree to buy “metalwork only stands” based on your approved layouts we provide, you agree that it is your responsibility to check all components are correct and present. This must be done by PreBuilding the stand design including graphics, no later than six days after our delivery date. Any problems / missing items must be photographed and emailed to us whilst the stand is still up, so that we can assess the situation and either advise on how to correct the issue or supply any missing components you may require. Once your PreBuilt stand is taken down, all parties agree that your stand is all present, correct and complete and that WSA have honoured their contract with you. Any problems / missing items added or required after this point are chargeable (at full RRP prices and not any discounted price you may have purchased at) including all courier costs. These problems after the PreBuild stage are agreed to be separate to that of the supply of metalwork. If you fail to PreBuild you stand within this time frame you take full responsibility of any and all costs incurred whilst at you show / exhibition for any missing items or items that are incorrect. We will try to assist wherever possible within reasonable grounds to correct your situation. If you do not allow enough time for a PreBuild between delivery and your first stand use again you take full responsibility for any costs involved. Please note WSA will require a minimum of two to three weeks turnaround time from your received Order and clearance of all funds required to proceed with you project. Failure to meet timescales stated on your Quotation / Invoice must be adheared to otherwise a delay in delivery will occur. No work will be commenced unless full payment has been received and is showing as cleared funds in our trading account.
2.7 COMPUTERS / SPECIALIST EQUIPMENT / AV EQUIPMENT: Although we are happy to hang plasma screen brackets to our modular system where appropriate and fix plasma screens to these brakets, we are not an AV specialist company. We will not connect or test any hired or client equipment and therefore you must make your own arrangements onsite. Should any hired equipment fail during the stand usage, you must contact the equipment supplier with whom you have the contract and not WSA. Any equipment we carry on your behalf must be insured against damage and loss by yourselves and not WSA. Where you have asked us to provide secure storage, you must be aware that the nature of the system means that infill graphics, which form the store / stand walling can be pushed out to gain access to all valuables. The term “secure storage” only means hidden from view and opportunist theft. You are responsible for keeping all doors locked and are responsible for the safety of your own and all hired equipment.

Clause 3 - Copyright

3.1 The "Seller" reserves copyright on all materials and designs and forbids the "Buyer" to pass such materials and designs to a third party or associated business without first seeking the "Sellers" permission and agreement.
3.2 Any third party copyright materials used by the "Seller" on behalf of the "Buyer" cannot be used by the "Buyer" without first seeking the third parties permission or agreement.
3.3 If the "Buyer" supplies the "Seller" with text, photography, artwork, animation's, brochures, information or material of any kind, the "Seller" will not at any time be responsible whatsoever in regard to copyright, errors or omission's faults or subsequent damages. This also includes that supplied by software, discs or electronic transfers if supplied by the "Buyer" to the "Seller" for publishing to the Internet.
3.4 The "Buyer" must indemnify the "Seller" against third parties suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by the "Buyer" for use by the "Seller".
3.5 The "Seller" will not be held responsible for establishing 'Rights of Usage' on any materials supplied by the "Buyer".

Clause 4 - Cancellations of projects / services

4.1 On receipt of the “Buyer's” signed purchase order, email or verbal authorisation to proceed, the project is deemed started. After this point cancellation by the "Buyer", would result in any deposit the "Buyer" has supplied, having all the “Suppliers” costs incurred deducted up to the moment of cancellation, with the balance being refunded. All cancellation must be notified in writing to WSA.
4.2 On receipt of a cancellation letter, it is agreed that all costs incurred by the “Supplier” or its agents / third part suppliers, up until the moment of cancellation notice, will be deducted from the Pre-Payment deposit received. All outstanding amounts over and above the deposit amount incurred will be invoice immediately and are subject to payment within one week of invoice receipt.
4.3 On instructing the “Seller” to proceed with a project, the “Buyer” agrees with to abide to all the clauses within this “Contract”.

Clause 5 - Project Alterations

5.1 Changes, updates and additions must be notified in writing, unless costed on a project by project basis, will be charged at standard hourly rate of £40.00 per hour ex VAT and deliveries.

Clause 6- Payment and Pre-Payments

6.1 All "Sellers" invoices are subject to full payment no later than thirty days from invoice date. Specific payment details are stated on each quote and are accurate at time of issue, unless otherwise agreed in writing. All modular stand projects will require a final settlement 14 days after supply date or installation date. All “deposits / pre-payments” must be a minimum of 60% of the net invoice amount plus VAT and all “Services” required as quoted, any supplied deposit will be deducted from the outstanding amounts. If no trading history exists you will be required to pay 100% of the invoice total inclouding VAT with your purchase order.
6.2 The "Seller" reserves the right to cease all "Services", suspend and "ISP Services" or a "Buyer's" e-commerce site from view, if at such time there is dispute or delay over an agreed payment.
6.3 Before commencement of any “services” the "Seller" requires in their possession from the "Buyer" an official contact to proceed with a project in either the form of a hardcopy signed Purchase Order, confirmation email or verbal instruction back up at a later date by an email or purchase order. Your verbal order to proceed will constitute a binding agreement to form a “Contract” based on these Terms and Conditions.
6.4 Before a "Buyer's" completed e-commerce solution is activated the "Seller" will require from the "Buyer" the receipt of the balance of all Website and Associated "ISP Services" costs.
6.5 If any "Services" or project is delayed by the "Buyer" two weeks beyond the agreed project leadtime the “Seller” is within their rights to invoice the full project as quoted including VAT and all deliveries, with the full amount subject for settlement for payment within thirty days from invoice date.
6.6 Invoices for "ISP Services" are due for payment within thirty days from "Service" commencement.

Clause 7 - Acceptance of Order and expiry date

7.1 The "Buyer" by placing an order for the Service, confirms, their acceptance of "The Contract" and agrees to be bound by "The Contract" whether by email written instruction, purchase order or verbal consent.
7.2 No binding Contract shall be created by the acceptance on the part of the "Buyer" of a quotation or offer made by the "Seller" until notice of the acceptance of the order in writing shall have been given by the "Seller".
7.3 The "Seller" reserves the right to accept or reject any order offered by the "Buyer".

Clause 8 - The Contract and its acceptance

8.1 The "Seller" is entitled to update "The Contract" and the "Buyer" by placing an order for the Service agrees to be bound by any "Contract" revisions after their implementation date. The "Seller" commits to communicate such changes 7 days prior to implementation. The "Buyer" is responsible for reviewing regularly the terms, which are shown online in WSA’s Modular Exhibition Terms and Conditions at:http://www.modularstands.co.uk
8.2 "The Contract" shall always prevail In the event of conflicts between the Contract and any other document.

Clause 9 - Commencement of projects

9.1 Prior to commencement of "Services" the "Seller" requires a signed hardcopy purchase order from the "Buyer" and possibly either full payment in the form of a signed and dated cheque, BACS payment to our account or a deposit of up to 100% of the total development costs (inc VAT & DELIVERY).
9.2 The "Seller" will not take any action in progressing the "Buyers" project or requirements until such assurances have been received by the “Seller” and the “Seller” is happy to proceed.

Clause 10 - Prices

10.1 All "Services" prices quoted by the "Seller" are based on specification agreed at time of order between the "Buyer" and "Seller" and exclude VAT, delivery and any ancillary services not mentioned as being required from the onset of a project, such as scanning, retouching, proofing, retrieving from archive, copywriting, installations, stand pre-build, stand carpeting, stand electrics, AV hire, stand storage etc.
10.2 After receipt of the "Buyers" signed purchase order, the "Seller" reserves the right to revise the original quotation where alterations to content or specifications are made by the "Buyer" and not covered by the "Buyers" original signed purchase order (See Project alterations).
10.3 All prices quoted by the “Seller” are exclusive of VAT and deliveries and are subject to change at any time, where notification will be made should any affect be made on specific projects in hand. All quotes are only valid for a thirty day period from date of issue. Any changes to project spec in any way, must be notified to the “Seller” as this may invalidate the “Buyer” existing quotation. In this instance the “Seller” would issue and over-riding quote.

Clause 11 - "Design & Artworking Services"

11.1 The “Seller” will either quote an hourly rate (currently £40.00 per hour plus VAT and travel, minimum of quarter hours) and give an estimated total number of hours (which is not binding), or will quote for an entire project as a whole entity (see exclusions 5.1).
11.2 The "Buyer" agrees to supply all text as either a word document or within an email. The “Buyer” supplies all logos and pictures required, and that none of the text / logo / pictures have been copied or taken from another source which might breach copyright or ownership, that the “Buyer” has sought permission to use any/all text / logos / pictures as required, and that all persons contained with pictures or text, has given full consent to be shown / used / reported on / or quoted. That the “Buyer” conveys any regulations at the on-set of any laws or regulations which the “Buyer” or the “Buyer” trade must adhere to, to meet specific regulations or guidelines.
11.3 The “Buyer” is responsible for briefing any corporate guidelines, colours, layout requirements and specific requirements at the on-set of the project, or the “Buyer” will be liable for additional charges as quoted by the “Seller”.
11.4 The “Seller” agrees to place all elements as required, using professional judgement, but accepts no responsibility for any infringement of the previously mentioned conditions, clauses or corporate guideline infringment. All WSA’s designs are copyrighted and may not be used to brief other suppliers in any way.
11.5 On instructing the “Seller” to proceed with a project, the “Buyer” agrees with to abide to all the clauses within this “Contract”.

Clause 12 - "Digital, Screen or Litho Print"

12.1 The “Seller” agrees to provide industry standard advise on each of the afire-mentioned printing methods and to quote on the most suitable method of production in achieving the “Buyers” end requirements as briefed at the on-set.
12.2 On instructing the “Seller” to proceed with a project, the “Buyer” agrees with to abide to all the clauses within this “Contract”.

Clause 13- "Large Format Digital Projects"

13.1 The “Seller” agrees to provide industry standard advise on each of the afire-mentioned printing methods and to quote on the most suitable method of production in achieving the “Buyers” end requirements as briefed at the on-set. Delivery of Large Format Projects has always and will always be a specific part of such projects. Delivery of valuable and fragile projects will be at the “Seller” discretion and may not be the cheapest method available in light of such restrictions such as size and weight. Therefore all prices quote are exclusive of VAT and delivery.
13.2 On instructing the “Seller” to proceed with a project, the “Buyer” agrees with to abide to all the clauses within this “Contract”.

Clause 14 - "Web Sites"

14.1 On instructing the “Seller” to proceed with a project, the “Buyer” agrees with to abide to all the clauses within this “Contract”.
14.2 Before a "Buyer's" completed e-commerce solution is activated the "Seller" will require from the "Buyer" the receipt of the balance of all Website and Associated "ISP Services" costs.

Clause 15 - Domain Name Registration

15.1 The "Seller" supplies and offers Domain Name Registration in all good faith and advises the "Buyer" that the Seller will not be held responsible for any claims, damages, penalties and expenses arising from any third party allegations that the registered Domain Name infringes any rights owned by such third parties.

Clause 16 - Liability

16.1 It is the responsibility of the “Buyer” to be familiar with the relevant data protection and privacy laws and recognises that the "Supplier" has no control or influence over e-mail content processed by the "ISP Service. The "Buyer" shall hold the "Seller" harmless from and indemnify the "Seller" against any claims by any party relating thereto.
16.2 The "Seller" shall be under no liability for any loss or damage (whether direct, indirect, incidental or consequential) howsoever arising, which may be suffered by the "Buyer" in relation to "Services" and "ISP Services" beyond the equivalent of one months charge to the "Buyer".
16.3 Nothing in this Contract shall affect the liability of the "Seller" for death or personal injury caused by its negligence.
16.4 If any exclusion, disclaimer or other provision contained in this Contract is held to be invalid for any reason by a court of competent jurisdiction and the "Seller" becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the total charges paid by the Buyer in the 12 months preceding such liability arising.

Clause 17 - Confidentiality

17.1 The “Supplier” will use every endeavour to maintain confidentiality on information so received.

Clause 18 - Search Engine Submission

18.1 The "Seller" will make every effort to ensure the "Buyer's" site is submitted to the agreed Search Engines but will not be held responsible for poor ranking or non appearance.

Clause 19 - Advertising

19.1 The "Buyer" agrees to allow the "Seller" to submit a small and discreet advertisement / acknowledgment at the footer of all printed matter / web site pages where the “Seller” deem appropriate.

Clause 20 - General

20.1 Any notice required to be given to "Services" or "ISP Services" shall be in writing and shall be delivered by prepaid first class post to the address of the relevant party set out in the "Buyer's" order details for the "Buyer" and on the "Suppliers" Web site for "Supplier".
20.2 Failure or delay by "Supplier" in enforcing any term of the Contract shall not be construed as a waiver of any of its rights under it.
20.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
20.4 This “Contract” shall be construed in all aspects as an English contract and in conformity with the English Law.
20.5 Where no payment of invoices occurs, WSA will make contact and give reasonable opportunity for full settlement of all outstanding invoices, but all hardware, graphics, web sites and other tangiable commodities which have been sold to you may be recalled back to WSA as the authorised owner, this is a last form of action but will be actioned if non payment occurrs.

Clause 21 - Errors and Omissions

21.1 We reserve the right to correct at any time any pricing or specification errors within our web site pages. Should we have made a genuine pricing or specification error in any of our descriptions we will correct it and re quote the item(s) at the corrected prices to you. Any previously quoted prices will be over ridden with the new updated costs.