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 Associates (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 All written / oral statements and representations are superseded by "The Contract", unless inclusions or exclusions of terms contained herein are specifically varied by the "Seller" in writing.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 65% Pre-Payment of the total Nett Invoice plus VAT or in some instances full payment will be asked for at WSA'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 14 days after delivery  /installation date.

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 and install them in the future yourselves” 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 Pre Building the stand design including graphics, no later than ten working 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 / damaged components you may require. Once your Pre Built “previously approved stand design“ 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 at any discounted price / rate you may have previously purchased at) including all courier costs. These problems after the Pre Build stage are agreed to be separate to that of the supply of metalwork. If you fail to Pre Build your own stand within this time frame you take full responsibility for any missing / incorrect or damaged items plus all costs incurred whilst at your show / exhibition. We will try to assist wherever possible within reasonable grounds to correct your situation. If you do not allow enough time for a Pre Build between delivery and your first stand use again you again take full responsibility for any costs involved for any missing / incorrect or damaged items. Please note WSA will require a minimum of two to three weeks turnaround time from your received Order and clearance of all funds to proceed with you project. Failure to meet timescales stated on your Quotation / Invoice must be adheared to, otherwise a delay in delivery may occur. No work will be commenced unless full pre payment / total 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 brackets, 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.

2.8 MODULAR 1 - FREE HIRE STANDS:
When we offer our Modular 1 Free Hire Stand Service it is on a strictly first come - first served basis, where only your purchase order and full pre payment (required no later than the due date stated on your quotation), can secure the required hardware and services for you project. We will design a stand based on the components within our own hire stocks, but can offer any product or component within the full Modular 1 Exhibition System on a hire basis (N.B. if the component is cut down from the standard size, is not standard in any way or indeed bespoke to your needs, it will be supplied on an outright purchase basis). Failure to supply either your official purchase order or your full pre payment by the due date stated on our quotation, may result in the unavailability of hardware and / or services which have been discussed for your project. You will be advised of any other interest in this service, which has or may have an impact on your project just as soon as the situation occurs.

2.9 MODULAR 4 - CUBE SYSTEM:
When we offer this system as an introduction, on behalf of one of our "Preferred Suppliers". If you wish to place and order for this system for one of your exhibitions we will pass on your details to our Preferred Partner and they will contact you, from this point you will have direct contact with this company / its representatives. You will be invoiced by this contractor and they will be responsible for the entire project management of your stand. Should you have any issues or concerns during the planning stage or during / after your exhibition you must direct all your contact to the Preferred Supplier. They will have direct responsibility for all monies and deadlines which may be set. This company is also responsible for meeting all Event Organisers Requests, all Health and Safety Regulations, Material Regulations, Electrical Regulations, Risk Assessment Regulations and all Show Specific Regulations

2.10 FRAMEWORK SALE OFFERS:
From time to time, we may offer a discount off the cost of your stand framework. All offers will be displayed on the "small stand page" / "medium stands page" / "large stands page" / " sample stand design page" / Modular 1 - Rigid System page" only. We will offer a discount on the cost of your stand “framework” for all stands we "install" at your agreed event which is in between the start date of the current offer up to and including the end date of the current offer. The discount is only applicable when clients purchase from us all of the following items and services; the stand framework including worktops as quoted, the infill graphics production as quoted, both the install and dismantle service as quoted, our design and artwork service as quoted.

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".

3.6 Should the "Buyer" decline the "Sellers" quotation and stand design and place their order with another party but copy the "Sellers" stand design, the "Seller" reserves their right to charge the "Buyer" an appropriate Design Fee, based on the "Sellers" current hourly rate at time of stand design submission.

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 specific payment deadlines stated on each quote / invoice 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 65% 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 including 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 lead time 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 full payment amount as cleared funds in the form of a signed and dated cheque, online BACS payment to our Account Department 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 judgment, but accepts no responsibility for any infringement of the previously mentioned conditions, clauses or corporate guideline infringement. 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 - Liability

12.1 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.

12.2 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".

12.3 Nothing in this Contract shall affect the liability of the "Seller" for death or personal injury caused by its negligence.

12.4 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 13 - Confidentiality

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

Clause 14 - General

14.1 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.

14.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

14.3 This “Contract” shall be construed in all aspects as an English contract and in conformity with the English Law.

14.4 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 tangible 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 15 - Errors and Omissions

15.1 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.