EWA Limited Terms & Conditions
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    General
  1. Unless otherwise agreed in writing by a Director of the Company these terms of business shall apply to all Contracts entered into by the Company to the exclusion of any terms and conditions contained in a Customers' order or which are referred to by the Customer in correspondence or negotiations and which conflict with or purport to modify them.
  2. The Company shall not be bound by any Contract until either its Order Form has been signed by the Customer and returned to the Company or the Customer has given a verbal undertaking to sign and return the Company's Order Form and the Company has acknowledged the Order in writing undersigned by a Director.
  3. Charges
  4. All prices and charges quoted are based on the Company's current prices but the Company shall have the right to adjust its prices for any increase in the cost to the Company of goods, services, raw materials, labour, overheads, or any increases in taxes or duties, or any variation of exchange rates.
  5. VAT
  6. All prices and charges quoted are exclusive of any applicable Value Added Tax or other tax or duty payable which the Customer shall be liable to pay the Company.
  7. Additional Costs
  8. The Company reserves the right to charge the Customer for any additional costs including overtime incurred as a result of any of the following:
    1. the request of or any delay on the part of the Customer;
    2. the quality of any material or data supplied by the Customer;
    3. any alteration or amendments made by the Customer and accepted by the Company to the specification on which the Company's quotation is based;
    4. any corrections made by the Customer on and after a first proof including alterations in style;
    5. machine proofs being in colour unless this is specifically stated in the Company's quotation;
    6. the handling and storage of supplied materials.
  9. Payment On Account
  10. The Company reserves the right to invoice the Customer in respect of any Contract as follows:
    1. for 50 per cent of the costs of any materials included in the Contract and this shall be payable before the work may commence;
    2. on completion of any specific and identifiable part of the Contract;
    3. for the estimated cost of the postage if the Company is required to mail goods on behalf of the Customer and this shall be payable before the goods are mailed;
    4. for work already carried out, any materials specifically ordered and any additional costs incurred if the Customer requests the suspension of work or delays the completion of the work beyond the agreed date.
  11. Time For Payment
  12. All payments shall be made within 30 days of the date of the relevant invoice and this condition is of the essence of the Contract failing which the Company shall have the right without prejudice to any other rights to which it may therefore be entitled:
    1. to suspend or cancel immediately any Contract made with the Customer; and
    2. to charge interest at the rate of 3% above HSBC Bank Base Rate on the balance outstanding with effect from the date of the relevant invoice;
    3. to recover from the Customer any pre litigation expenses incurred by the Company as a result of any payment being overdue from the Customer.
  13. Set Off
  14. The Customer will pay the quoted price in full without any deduction, discount, set off or abatement on any grounds.
  15. Performance
  16. Any time or date given for the delivery of goods or the performance of services shall be approximate only unless otherwise agreed in writing and signed by a Director of the Company .
  17. Delivery
    1. Delivery of goods shall be accepted by the Customer upon notification in writing by the Company to the Customer that they are ready for delivery;
    2. the Customer shall be responsible for all charges including insurance and storage charges incurred through delay in taking delivery of goods and whilst the Company shall take all reasonable steps to safeguard such goods and prevent their deterioration until their actual delivery the Company shall have no liability in respect of their condition and the Customer shall not be entitled to reject such goods on account of their condition.
  18. Force Majeure
  19. If the performance of the Contract or any obligations under it are prevented restricted or interfered with by reason of circumstances beyond the reasonable control of the Company, the Company (upon giving prompt notice to the Customer) shall be excused from performance to the extent of the prevention, restriction or interference, but the Company shall use reasonable endeavours to avoid or remove the causes of non performance and shall continue performance under the Contract with the utmost despatch whenever such causes are removed or diminished. In any event, the Company shall be entitled at any time on notice in writing to the Customer to make partial deliveries only or to suspend or cancel the Contract without prejudice in any case to any rights which have already accrued to the Company.
  20. Claims
  21. The Company shall only accept responsibility for :
    1. damage to the goods caused in transit if the same is externally visible and is notified in writing to the Company and the carrier (if not delivered by the Company) within seven days of the receipt of the goods by the Customer;
    2. an actual discrepancy between any delivery note and items delivered if the same is notified in writing to the Company and the carrier (if not delivered by the Company) within seven days of receipt of the goods by the Customer;
    3. non arrival, if the same is notified to the Company in writing within a reasonable period from the date that the Company informed the Customer that the goods or the relevant consignment thereof were due to arrive;
    4. where goods are accepted from the carrier (if not delivered by the Company) without being checked, the delivery book of the Carrier concerned must be signed "not examined".
    Where the Company accepts responsibility under this clause, it shall, at its sole option, repair or replace (as the case may be) the items concerned which are proved to the Company's satisfaction to have been lost or damaged prior to delivery to the Customer.
  22. Defective Goods/Services
  23. The Customer shall within 21 days of the date of delivery of goods, or as appropriate, the date of completion of services, notify the Company in writing of any matter or thing whereby the goods or services are defective or not in accordance with the Contract. In the absence of such notice, the goods or services shall be deemed to be in all respects in accordance with the Contract (except in the case of defects or deficiencies which are not capable of discovery within the period of 21 days) and the Customer shall be bound to accept and pay for the same accordingly.
  24. Refusal Or Failure To Take Delivery
  25. If the Customer refuses, or fails to take delivery of the goods (after notice in writing has been given in accordance with clause 10.a) above) or fails to take any action necessary on its part for delivery or shipment of the goods, the Company shall be entitled to terminate the Contract with immediate effect; to dispose of the goods as the Company may determine and to recover from the Customer any loss and additional costs incurred as a result of such refusal or failure and in any event to retain any payment made prior to such refusal or failure.
  26. Title And Risk
    1. Goods shall be at the Customer's risk immediately on delivery to the Customer or into custody on the Customer's behalf. Title to goods supplied shall not pass to the Customer until all payments due to the Company under the relevant Contract have been made in full. The Company reserves the right to enter any premises where its goods are stored to repossess such goods accordingly;
    2. any property supplied to the Company by the Customer will be held, worked on and carried out at the Customer's risk.
  27. Margin Of Supply
  28. In accordance with the normal practice of the trade the Company undertakes to supply goods within a margin of 15 percent (or 10 percent in the case of colour work or list quantity estimates) of the quantity ordered and this margin shall be charged or allowed for at the rate specified in the Company's quotation for the quantity ordered.
  29. Warranties, Liabilities And Exclusions
    1. Where the Customer has notified the Company in writing in accordance with condition 13) above, that the goods delivered or services performed are defective, deficient or otherwise not in accordance with the Contract and where the Company accepts that this is due to the fault of the Company, the Company's liability in respect thereof shall be limited to replacing or making good the defective or deficient goods or services at no additional charge, so far as practicable, provided that the goods are placed aside for inspection by the Company's representative.
    2. Where materials or equipment are supplied or specified by the Customer in connection with the Contract, the Company shall be under no liability whatsoever for imperfect work caused by defects in or unsuitability of such materials or equipment.
    3. Defects in quality or dimensions in any delivery or part of the Contract shall not be grounds for cancellation of the remainder of the Contract.
    4. In the execution of any order involving clerical work, manual typing and key punching, gathering information (including from telephone contacts) or computer list or data processing, the Company will make every effort to achieve the highest possible standards but is unable to guarantee total accuracy.
    5. Unless otherwise stated in the order, or in these conditions, no representation is given to the specification, performance of otherwise of goods or services to be provided, and all conditions and warranties expressed or implied are excluded so far permitted by statute.
    6. The Company's catalogue, price lists and quotation do not constitute offers made by the Company and the Company reserves the right to withdraw or revise the same at any time prior to the acceptance of the order by the Company.
    7. Save in respect of liability for death or personal injury resulting from negligence, the liability of the Company.
      1. shall be limited in total to the amount of the price or charge payable under any Contract in respect of all claims arising under that Contract;
      2. shall not in any event extend to any defects which are caused by circumstances beyond the reasonable control of the Company;
      3. shall not in any circumstances extend to any indirect or consequential loss or damage whatsoever;
      4. shall not in any circumstances extend to errors or statements in proofs which have been approved by the Customer;
      5. shall not in any circumstances extend to any property of the Customer supplied or handed to the Company by or on behalf of the Customer which shall be entirely at the Customer's risk.
  30. Whole Agreement
  31. Whole Agreement/Variation of Agreement.
    1. These terms of business (including the order form when signed for and on behalf of the Company) supersede all prior representations, arrangements between the Company and the Customer relating to the subject matter hereof and set forth the entire complete and exclusive agreement and understanding between the Company and the Customer relating to the subject matter hereof; neither the Company, nor the Customer has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in these terms of business and the order form;
    2. any orders for goods and/or services which are not included in the Customer's order will only be actioned by the Company on agreement in writing between the Company and the Customer.
  32. Unless specifically agreed in writing, the Company shall not be responsible for checking property or data received from or on behalf of the Customer and shall be entitled to assume that it meets the Customer's requirements in all respects.
  33. Where the Company Contract as principals at law with suppliers and with the media (to provide advertising) on behalf of the Customer, the liabilities of the Company to the Customer shall be no greater and its rights against the Customer no less than those which prevail in the trade and exist between the Company and the various suppliers and media.
  34. Intellectual Property
    1. The copyright in respect of all design work, copy and creative material produced by the Company shall be vested in the Company and the Customer may only reproduce such design work, copy and creative material with the express permission of the Company which shall if given be in writing and signed by a Director of the Company.
    2. All artwork, patterns, dies, moulds, metal, film, video and other materials used by the Company in the production of plates, moulds, stereotypes, electrotypes, film setting, negatives, positives and all other items produced in connection with the Contract (including systems and computer software) shall remain its exclusive property and the Company shall be free to use or dispose of them as it shall see fit.
    3. Type may be distributed and lithographic, photogravure or other work effaced immediately after the Contract is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged by the Company.
    4. No property, title or right whatsoever in the computer programmes, systems, lists, schedules, documents or other items of whatsoever nature or kind used or developed by the Company in the preparation and production of mailing lists, information systems or the mailing lists information themselves or used or developed by the Company including all data in the execution of the Customer's Contract shall pass or be acquired by the Customer.
    5. No property title or right shall pass or be acquired by the Customer in any presentation material, recommendation, strategy or proposal, written or otherwise ("the material") which is prepared by the Company for the Customer and the Company shall have the right to use the material for other customers or potential customers of the Company but such material used for other customers shall exclude any confidential information relating to the Customers' business or method of operation.
  35. General Lien
  36. The Company shall in respect of all unpaid debts and moneys due from the Customer have a general lien on all goods and property of the Customer in its hands and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as it thinks fit and to apply the proceeds towards such debts and other amounts due.
  37. Illegal Matter
    1. The Company shall not be required to print any matter which in its sole opinion is or may be of an illegal or libellous nature or involves the infringement of any copyright, letters patent or registered design;
    2. the Company shall be indemnified by the Customer in respect of any claims, damages, costs, penalties and expenses to which the Company may become liable as a result of work done in accordance with the Customer's specification or supplied information or requirement which involves any misleading, inaccurate, illegal or libellous matter produced for the Customer or any infringement of copyright, letters patent or registered design.
  38. Right to Terminate
  39. If the Customer shall make default in or commit a breach of the Contract or any other of its obligations to the Company or if any distress or execution should be levied upon the Customer's property or assets or if the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any Bankruptcy Petition or Bankruptcy Order shall be presented or made against him or if the Customer is a limited company and any resolution or petition to wind up such Company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or a Receiver of such Company's undertaking, property or assets or any part thereof shall be appointed or it shall be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986 or if for any reason the Company has good cause for believing that the Customer may make default in or commit a breach of the Contract or of any other obligation to the Company, the Company shall have the right forthwith to determine any Contract then subsisting with the Customer by notice in writing and any subsisting Contract shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
  40. Miscellaneous
  41. Where the Customer supplies materials:
    1. adequate quantities must be supplied to cover spoilage;
    2. the Company may reject any materials which appear to it to be unsuitable.
  42. Waiver
  43. The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
  44. Headings
  45. The heading of these terms of business do not form part of the terms of business and shall not affect the interpretation thereof.
  46. Severability
  47. If any of these terms of business or any part is held to be invalid for any purpose, it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of these terms of business.
  48. Notices
  49. Any notice hereunder shall be deemed to have been given if delivered by hand or sent by pre-paid first class post or telex or facsimile to the party concerned at its last known address and deemed to have been received on the date of despatch, if delivered by hand, or sent by telex or facsimile and on the third day after posting if sent by post.
  50. English Law
  51. Unless otherwise agreed in writing, these terms of business and the Contract shall be subject to and construed in accordance with English law.
  52. Jurisdiction
  53. The parties agree that the High Court of England shall have exclusive jurisdiction to settle any dispute which arises in connection with these terms of business, save that, having regard to the fact that this condition confirming jurisdiction is for the benefit of the Company only, the Company shall retain the right to bring proceedings against the Customer in any other Court which has jurisdiction.
Get in touch
+44 (0) 1245 492828
contact@ewa.ltd.uk
EWA Bespoke Communications (EWA Ltd)
St. Mary's Green,
Tattersall Way, Chelmsford,
Essex CM1 3TU