EUROPA SCIENCE LTD

ADVERTISING SALES GENERAL TERMS AND CONDITIONS

1 DEFINITIONS

1.1 "ESL" means Europa Science Limited.

1.2 "ESL Publication" means the publication specified in the 

Fax Back.

1.3 "Advertisement" means an advertisement, loose or bound-in 

insert or product card which an

Advertiser asks to be inserted into a ESL Publication.

1.4 "Advertiser" means the person, firm or corporation to whom 

ESL addresses a Fax Back about an Advertisement.

1.5 "Copy Change" means a change to the content of an Advertisement 

but not to its size or shape or to its colour makeup.

1.6 "Conditions" means these Terms and Conditions and any changes 

agreed in Writing by the publisher of the relevant ESL Publication 

or a Director of ESL.

1.7 "Contract" means the legally binding agreement governing an 

Advertisement and comprising the Conditions and the information 

about the Advertisement in the relevant Fax Back.

1.8 "Copy Date" means the date shown in the Fax Back as the last 

date for receipt of copy or, if none, in the current Media Pack 

for the relevant ESL Publication.

1.9 "Fax Back" means the fax confirming an Advertiser's order or 

cancellation sent by ESL to the Advertiser. 

1.10 "Media Pack" means ESL's media pack whether printed or digital 

in effect for the time being for the relevant ESL Publication and 

may include, among other things, its rate card, mechanical and 

technical specifications and copy and cancellation deadlines.

1.11 "Writing" means any written communication including letter, 

fax, e-mail and all similar means of communication.

1.12 "Party" shall mean either ESL or the Advertiser, and "Parties" 

shall mean ESL and the Advertiser together.

1.13 "Publisher" shall mean the responsible person appointed by ESL 

to oversee the publishing of a ESL Publication and named as such in 

the ESL Publication.

2 BASIS OF CONTRACT

2.1 An Advertisement is accepted on the understanding that the 

relationship between the Advertiser and ESL is governed by these 

Conditions. Unless specifically approved in Writing by the Publisher 

of the relevant ESL Publication or by a ESL Director, the conditions 

stipulated on an Advertiser's order form or anywhere else shall be 

void.

2.2 Any variation to these Conditions (including any special terms 

and conditions agreed between the Parties) shall apply only if 

agreed and confirmed in Writing by the Publisher of the relevant 

ESL Publication or by a ESL Director.

2.3 The issue of a Fax Back shall amount to an offer by ESL to the 

Advertiser to enter into a Contract. The signature and return of 

the Fax Back shall amount to the Advertiser's acceptance of the 

Contract.

2.4 ESL's employees and agents are not authorised to agree to 

change these Conditions, to give greater discounts than the 

Advertiser normally receives or to give any representation or 

warranty not contained in the Contract unless confirmed in Writing 

by the Publisher of the relevant ESL Publication or by a ESL 

Director. The Advertiser acknowledges that it does not rely on, 

and waives any claim for, breach of any such representations or 

warranties which have not been

confirmed in Writing by either the Publisher of the relevant ESL 

Publication or a ESL Director.

2.5 Any typographical, clerical, or other error or omission in 

any Media Pack, Fax Back, invoice or other ESL document shall be 

subject to correction without any liability on the part of ESL.

3 ADVERTISER'S OBLIGATIONS

3.1 The Advertiser will make sure that the data, materials or 

inserts which ESL needs to publish the Advertisement are received 

at the address specified in the Fax Back before the Copy Date and 

the data, materials or inserts shall comply with the requirements 

of the Media Pack and the Fax Back. ESL and its agents are under 

no obligation to return data, materials or inserts supplied by or 

on behalf of the Advertiser.

3.2 If the Advertiser does not fully comply with clause 3.1 ESL is 

not required to publish any

Advertisement but it reserves the right to repeat the Advertiser's 

latest copy of a size and shape appropriate to the space booked, 

but if ESL does not have any prior copy it reserves the right to 

charge the gross amount for the space booked shown in the Fax Back.

3.3 The Advertiser is responsible for making sure that the 

Advertisement is free of libel and other defamatory content, does 

not breach the copyright of any third parties, does not make unfair 

or unsupportable or unreasonable claims and is generally fit to be 

published and specifically will comply with any legal or regulatory 

requirements in the distribution or circulation area shown in the 

Media Pack for the ESL Publication in which the Advertisement is 

booked to appear.

Should it become apparent that it is not so compliant, ESL reserves 

the right to suspend the

Advertisement, in which case the Advertiser will have no claim for 

damages for breach of contract.

4 ESL'S OBLIGATIONS

4.1 ESL will publish the Advertisement in the nominated ESL Publication 

and will distribute the said Publication according to the Contract.

4.2 ESL gives no representation or warranty as to the period of time 

during which any ESL Publication will be published or as to its future 

circulation figures or territory.

5 RECEIPT OF COPY

5.1 Where ESL or its agents are involved in extra production work 

because of any act or default of the Advertiser or its agents, the 

Advertiser will have to pay for this work at ESL's rates current 

when the work is done. These charges will be added to the invoice 

for the Advertisement.

6 AMENDMENT AND CANCELLATION

6.1 Advertiser's Change and Cancellation Rights

6.1.1 An Advertiser may change the size, shape or content of an 

Advertisement or cancel an

Advertisement altogether by giving notice in Writing to ESL not 

less than 12 weeks before its Copy Date. The Advertiser's right 

to cancel is in addition to any statutory rights it has. Cancellation 

will be effective on the issue of a confirmatory Fax Back by ESL. 

Once space has been booked, an Advertiser may not alter its requirement 

from colour to monochrome.

6.1.2 Where an Advertiser cancels or changes the size or shape of 

an Advertisement under clause 6.1, it will pay ESL an administration 

charge of £200 (exclusive of VAT) per insertion cancelled or changed 

to compensate ESL for the time and expense involved in processing 

the order and cancellation plus any series discounts or other 

discounts granted to the Advertiser by ESL for an Advertisement 

or series of Advertisements which have been paid for prior to 

cancellation.

6.1.3 Any cancellation notices issued otherwise than as clause 

6.1.1 requires shall be ineffective and the Advertiser shall be 

liable to pay the gross cost shown in the Fax Back for the space 

booked.

6.1.4 An Advertiser may notify a Copy Change at any time before 

the relevant Copy Date.

6.2 ESL may change the location, size, shape and content of an 

Advertisement at any time for good reason, in which case no claim 

on the part of an Advertiser for damages for breach of contract 

shall arise.

6.3 ESL reserves the right to omit, cancel or suspend the space 

for any Advertisement, not to run any other Advertisements in a 

series or cease to produce or alter the publication dates of any 

ESL Publication for good reason, in which case no claim on the 

part of an Advertiser for damages for breach of contract shall arise.

6.4 If ESL does any of the things which it is entitled to do in 

clauses 6.2 and 6.3 in response to the insolvency or any breach by 

the Advertiser, ESL's other rights are unaffected.

7 PRICE OF ADVERTISING

7.1 The price of an Advertisement (or a series) shall be stated on 

the Fax Back. All prices quoted are valid for 30 days only or until 

earlier acceptance by the Advertiser. The prices in quotes not 

accepted within 30 days may be altered by ESL without giving notice 

to the Advertiser.

7.2 All amounts stated in these Conditions are exclusive of VAT 

which shall be due at the rate ruling on the date of the VAT invoice.

7.3 Where ESL has to carry out work on an Advertisement to render 

it publishable, such work shall be charged back to the Advertiser 

at the rate of £45 per hour. Advertisers who do not wish to make 

such payments but prefer to do the work themselves and resupply 

the Advertisement must advise ESL of this in Writing at the time 

of sending the original copy.

8 TERMS OF PAYMENT

8.1 ESL shall be entitled to invoice the Advertiser for the price 

of the Advertisement (or series) at any time after publication 

and/or on issue of a Fax Back confirming a cancellation by the 

Advertiser. Such invoice may include any discounts repayable under 

clause 6.1.2 and administration or other charges.

8.2 The Advertiser shall pay the price of the Advertisement (or 

series) within 30 days of the date of the ESL invoice. The time of 

payment of the price shall be of the essence of the Contract. The 

Advertiser is entitled to claim any discounts shown on the Fax 

Back only where full payment is received by ESL on or before the 

due date for payment of the relevant invoice.

8.3 If payment is to be made by instalments and the Advertiser fails 

to pay any instalment on its due date then ESL shall be entitled to 

demand payment of the unpaid balance (including all arrears).

8.4 The Advertiser may not withhold payment of any invoice or any 

other amount due to ESL by reason of set-off or counterclaim which 

the Advertiser may have or allege to have for any reason whatever.

8.5 If the Advertiser fails to comply with any of the Conditions 

it shall nevertheless continue to be liable for all charges due 

and to become due.

8.6 If the Advertiser fails to make payment on the due date then, 

without prejudice to any other right or remedy available to ESL,

ESL shall be entitled to charge the Advertiser interest (both

before and after Judgement) from day to day on the amount unpaid 
 
at the rate of 8% per annum above the UK Reference Rate from time 

to time until payment in full is made.

9 INDEMNITY

9.1 The Advertiser shall indemnify ESL against any loss, cost, 

liability or claim in connection with any Advertisement awarded 

against or incurred by ESL or its employees or agents or paid or 

agreed to be paid by ESL in settlement of any claim.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 The Advertiser warrants that it is the owner or has been 

duly authorised by the owner of any copyright material, brand name, 

trade mark, service mark or logo to be incorporated into the 

Advertisement.

10.2 All intellectual property rights created or used by ESL in 

connection with the Contract shall be and shall remain the property 

of ESL.

11 PROOFING

11.1 The Advertisement will be published in accordance with the 

information provided by the Advertiser. ESL is not obliged to issue 

 proofs to the Advertiser. Where the Advertiser wishes to request 

 colourmatching, it must supply Cromalins/Matchprints or tear 

 sheets along with the original copy. Advertisers are hereby advised 

 that print and colour quality may vary through factors beyond  

   ESL's control, and by placing Advertisements in ESL Publications 

Advertisers accept that such variation in quality is inevitable and 

shall not be a reason for non-payment or compensation or the lodging

 of a claim as described in 12.4, provided always that the information 

carried in the Advertisement as published is legible to the reader 

and allows response by the reader.

12 WARRANTIES AND LIABILITY

12.1 ESL's total liability in contract, tort (including negligence 

or breach of statutory duty) or otherwise in connection with any 

Advertisement or otherwise under this Contract shall be limited 

to the price payable by the Advertiser under the Contract net of 

discounts, each as shown on the Fax Back. ESL shall not be liable 

for any increased costs or expenses, loss of profit, business, 

contracts, revenues or any anticipated savings, of the Advertiser 

or for any special indirect or

consequential damage of any nature whatsoever.

12.2 ESL does not exclude or restrict its liability for death or 

bodily injury caused by the negligence of ESL or of its employees 

while acting in the course of their duties.

12.3 All warranties, conditions or other terms implied by statute 

or common law are excluded except as expressly provided in these 

Conditions.

12.4 The Advertiser shall inspect the copy of the Advertisement 

sent by ESL with its invoice. Any claim by the Advertiser which is 

based on any error or omission in the Advertisement shall be notified 

to ESL in Writing not more than 7 days after the Advertiser received 

ESL's invoice. If the Advertiser does not notify ESL in this way, 

ESL shall have no liability for such errors or omissions and the 

Advertiser shall be bound to pay the price as if the Advertisement 

had been published

in accordance with the Contract.

12.5 Where any valid claim in respect of any Advertisement which 

is based on errors or omissions in the Advertisement is notified 

to ESL in accordance with these Conditions, ESL shall be entitled 

to provide compensation in full either by publishing a similar 

correct Advertisement free of charge in the next issue of the 

relevant ESL Publication or, at ESL's sole discretion, refund to 

the Advertiser such part (not exceeding the whole) of the charge 

for the Advertisement concerned, as is fair and reasonable having 

regard to the nature of the error or omission. Decisions to make 

refunds or to publish Advertisements free of charge require the

authority in Writing of the Publisher of the relevant ESL Publication 

or a ESL Director.

12.6 ESL shall not be liable in respect of any breach of the 

Conditions due to any cause beyond ESL's reasonable control.

13 GENERAL

13.1 Any notice or other communication required or permitted to be 

given by either party to the other under these Conditions shall be 

in Writing addressed to that other party at its Registered Office 

or principal place of business or such other address as may at the 

relevant time have been notified pursuant to this provision to the 

party giving the notice. If sent by first class prepaid post it 

will be deemed to have been received two working days after despatch 

and if by fax at

the start of business on the working day after despatch.

13.2 No waiver by ESL of any breach of the Contract by the 

Advertiser shall be considered as a waiver of any subsequent breach 

of the same or any other Condition.

13.3 If any provisions of these Conditions is held by any competent 

authority to be invalid or unenforceable in whole or in part the 

validity of the other provisions of these Conditions and the remainder 

of the provision in question shall not be affected thereby.

13.4 Any reference in these Conditions to a statute or a provision 

of a statute shall be deemed to be a reference to that statute or 

provision as subsequently amended, extended or re-enacted.

13.5 The Contract shall be governed by the laws of England and Wales 

and shall be subject to the exclusive jurisdiction of the English and 

Welsh courts.