Terms and Conditions

All orders are accepted subject to our Standard Conditions of Sale reproduced below, which apply to and govern all contracts, quotations, sales, supplies and deliveries of goods, materials, services, and other products (hereinafter called Products), by Wilding McArdle Wilson (hereinafter called the Company) or its representatives to any individual firm, company or other person (hereinafter called the Buyer), to the exclusion of all and any standard terms of the Buyer and of all or any other conditions, warranties or terms otherwise implied or expressed.

The giving of an order by the Buyer to the Company for any product or service shall constitute an unqualified acceptance by the Buyer that if the Company accepts the order, the sale, supply or delivery of such Products or services by the Company will be governed solely by these Conditions of Sale. No variation of these Conditions of Sale and no oral stipulations or representations shall be binding on the Company, unless expressly agreed to in writing and signed by a Director of the Company on its behalf.

PRICES

Except as otherwise expressly stated and contracted, the Company reserves the right to vary its prices at any time. Stated prices are exclusive of all Value Added

Taxes or Duties. Prices quoted in foreign currency may be adjusted at any time in relation to variations in the appropriate exchange rate and are ex-works the Company premises at 63 Clerkenwell Road, London EC1M 5NP. The price does not include the cost of freight carriage, packing or insurance, which unless otherwise expressly agreed to in writing, will be additionally charged to the Buyer.

The Company shall be entitled to charge the amount of any VAT or such other tax payable whether or not included in the invoice or quotation.

DELIVERY

The Company shall make all reasonable efforts to meet quoted delivery dates.
Time shall not be of the essence and we shall not be liable for late or incorrect delivery, howsoever caused. The Company reserves the right to delivery by instalments. The Buyer shall inspect all goods on delivery.

The Company reserves the right to refuse claims for non-delivery, damaged goods
or shortages, if the Buyer fails to take the following actions.

(a) Buyer shall advise the Company immediately by telephone call to the offices of Wilding McArdle Wilson.

(b) Buyer shall send full particulars of claim to the Company in writing within
10 days after delivery.

In case of non-delivery of whole consignment, the Buyer shall advise the Company within 10 days after date of invoice. The Buyer shall be bound to pay for all goods, notwithstanding any alleged non-delivery or shortage of goods if the foregoing conditions have not been complied with.

PAYMENT

Unless the Company otherwise agrees or the sale is a cash or cash on delivery sale and in the case of non-advertised work, payment is due in full 30 days from submission of invoice. Payment for all advertised work (work which appears in any press or broadcast medium including websites other than the Buyer’s own website) shall be due on the 20th day of the month following insertion of the advertisement. Payment should be made to Wilding McArdle Wilson in sterling or equivalent sum thereto. If the Buyer fails to make payment in full in accordance with the terms set out herein, the Company reserves the right to cancel or suspend any further delivery or supply of Products and to make an additional charge of interest on the monies outstanding, at the rate of 5% per month from the date of invoice.

CANCELLATION OF ORDERS

Orders for Products may not be cancelled or suspended without the Company’s prior written consent. Any cancellation or suspension of an order which the Company does agree to, shall be on the condition that the Buyer shall indemnify the Company against any loss incurred wholly or in part by the cancellation or suspension. Where the Company is unable to fulfil an order due to non-receipt of full instructions from the Buyer, full payment for that order will be due 60 days after the final request from the Company to the Buyer for delivery of content.

RETURN OF GOODS

No goods are supplied on a sale or return basis. There shall be no liability on the Company to accept returned goods.

TITLE AND RISK

(a) The Goods shall be at the Buyers risk from the time of delivery or receipt of same.

(b) Notwithstanding delivery, the Goods sold remain the absolute property of the Seller until payment of all amounts involved to the Buyer in respect of the Goods has been made.

(c) The intending Buyer acknowledges that until such time as payment is made, it is in possession of Goods solely as Bailee for the Company and shall store the goods separately from its own goods and in such a fashion as to be readily identifiable by the Company’s representatives.

(d) In the circumstances where the Goods are delivered to an address specified by the Buyer and are not paid for, the Company shall be entitled to enter upon the premises of the Buyer with such transport as necessary and repossess the goods to which it has title hereunder.

(e) In no circumstances shall any Goods be returned to the Company without prior written consent.

(f) The Buyer shall be at liberty to sell or use the Products in the ordinary course of business, but the Company may revoke this power by notice to the Buyer if the Buyer defaults in payment of the whole or part of the purchase price of the Products.

(g) The Buyer’s power of sale or use automatically ceases, and full title of all unpaid for Products reverts to the Seller if a Receiver is appointed over any of the assets or the undertaking of the Buyer or if a Winding-up Order is made against the Buyer or the Buyer goes into liquidation or calls a Meeting or makes any arrangements or composition with Creditors or commits any act of Bankruptcy or allows execution to be levied against it or its goods.

WARRANTY

The Company warrants that the Goods shall at the time of delivery correspond to the published specifications when used for the purposes for which Goods of that type are normally used and to be of stored normal industrial quality. Although the Company uses every effort to ensure that all products are manufactured or supplied to specification, it is in all cases including repeat orders, for the Buyer to ensure by adequate tests or otherwise that the Goods are fit and suitable for the purposes for which the Buyer requires them and in the specific conditions and or the specific substrates in which they will be used or applied and to be within such reasonable tolerance and variates as are generally acceptable within the industry.

If any of the Products are proved to be defective, the Company’s entire liability hereunder shall be strictly limited to:-

(a) The cost of the Product to the Buyer.

(b) The replacement at the Seller’s expense of any Products which are proved to the Seller’s satisfaction to be defective; or

(c) Taking back the Products found not to conform to the warranty and refund the total of the purchase price of that part of the order found to be and agreed by the Company to be defective.

The liability of the Company under the foregoing is conditional upon:-

(a) The Buyer conforming with the Delivery Conditions.

(b) The Buyer shall advise the Company immediately by telephone at the Company’s offices of the alleged defect.

(c) The Buyer giving written notice to the Company within 7 days of the alleged defect and in any event within 10 days of receipt of Products.

(d) The Buyer affording the Company reasonable opportunity to inspect the Products, application and site conditions.

(e) The Buyer making no further use of the Products that are alleged to be defective after the time at which the Buyer discovered or ought to have discovered the alleged defect.

While the Company will use its best endeavour to give instructions, recommendations and advice to a Buyer in respect of the application and use of the Products, it shall be understood that it shall be the responsibility of the Buyer to satisfy itself that the intended application of the Products is suitable in each particular application and use.

Save as stated above, all Conditions and Warranties expressed or implied whether by Statute, Common Law or otherwise as to the Conditions or fitness for any purpose of the products are hereby expressly excluded and the Company shall be under no liability for any direct or subsequential loss or damage howsoever arising, which may be suffered by the Buyer by reason of any defect in or failure to perform on the part of the Product.

COPYRIGHT AND INTELLECTUAL PROPERTY

Unless otherwise stated the copyright and intellectual property in the Product shall remain the property of the Company.

All interim work including but not limited to multimedia work, designs, film, plates and proofs shall also remain the property of the Company. The Buyer shall fully indemnify the Company for any loss, damage, costs, expenses and other claims for compensation howsoever arising from any material or instruction supplied for publication to the Company by the Buyer.

The Company may grant Reproduction Rights to the Buyer. Such rights as are granted are strictly limited to the use, medium, or period of time specified in the documents detailing the grant and shall be notified to the Buyer at the time of the grant. The restrictions contained herein are separate from and in addition to any restrictions which may apply from time to time in relation to the use of library pictures or pictures supplied by a photographer or illustrator. The Company gives no warranty in relation to the status or history of any individual whose image is used in the Product.

FORCE MAJEURE

The Company shall not be liable for any loss or damage caused by delay in its performance or non-performance of any of its obligations hereunder, where the same is occasioned by any cause whatsoever that is beyond the Company’s control. Should any such event occur, the Company may cancel or suspend any Contract without incurring any liability for any loss or damage thereby occasioned.

ASSIGNMENT

The Contract is personal to the Buyer and may only be assigned with the written consent of the Company. The Company may without reference to the Buyer subcontract the provision of any or all
of the Products.

GOVERNING LAW

These terms shall be governed by and construed in accordance with English Law. The Buyer irrevocably submits in respect of all matters and disputes arising hereunder to the exclusive jurisdiction of the English Courts.