GENERAL TERMS AND CONDITIONS
These general terms and professional practices apply to all our quotations, work orders, agreements and deliveries. Every quotation and acceptance of an order is made under the suspensive condition of approval by the supplier's credit insurer.
Article 1 - Definitions
Client is whoever placed the order, supplier is whoever accepted to execute the order.
Article 2 - Sales proposal
The supplier's sales proposals are without obligation and subject to verification of the documents to be reproduced and/or set. The supplier reserves the right to refuse an order. He shall only be deemed to accept the order after written confirmation or the conclusion of production costs.
Article 3 - Orders
The sending to the supplier of production elements (raw materials, models, copy and/or digital files, etc.) with a request, without explicit reservation, to supply a proof or draft, entails a commitment to entrust the supplier with the execution of the work or to compensate him for the costs incurred.
Article 4 - Offers
Article 4.1. The quotation price only applies to the assignment mentioned in the quotation. Changes to the original quotation data by the client will be taken into account. The font, as well as the layout, shall be freely chosen by the supplier in the absence of determination by the Client. Quotations are always drawn up without mention of taxes, which are always borne by the client. The client who benefits from a reduced VAT rate or an exemption from VAT must provide the necessary proof at the start of the order. The period of validity of an offer is one month for the execution of an order within three months. In the case of compound quotations, there is no obligation to deliver a part at a corresponding part of the price quoted for the whole. Article 4.2. If the prices of raw materials (including energy resources), semi-finished products and related services required for the execution of the order differ by more than 2% between the time of the supplier's sales proposal and the time of delivery of the order, the supplier shall be entitled to adjust the agreed price in proportion to the price corrections imposed on him. In this case, the client shall receive, upon simple request, a specific description of the reason that gave rise to this.
Article 5 - Indexation
If wages and/or the prices of raw materials rise, the quotation prices will be revised according to the Febelgra indexation formula, which will be sent to the client on first request.
Article 6 - Debtor
Any person or company placing an order with a request to charge it to third parties shall be held jointly and severally liable for its payment.
Article 7 - Copyright - Property rights
When a supplier performs a work under any form that is considered a creative process within the meaning of intellectual property law, the supplier retains the rights arising from this work, for example the right of reproduction. The client can only obtain these rights subject to a written agreement governing the transfer of the rights. On the basis of the aforementioned provisions, the supplier-designer of computerised data and images, of a graphical work tool, of a matrix, etc.-has the copyright to these products. This protection is based on the provisions of intellectual property law. The transfer of copyright and specifically the transfer of right of reproduction must be explicitly included in a written agreement: this transfer cannot result from the fact that the creation process was foreseen in the order or that this creation process was specially remunerated. Nor does the transfer of ownership of the material product or digital data to the client give rise to the transfer of copyright. Unless a specific exclusivity contract has been concluded, the supplier has the right to re-use its creative work.
Article 8 - Copyright - Right of reproduction
An order relating to the reproduction of any element provided by the Client and covered by the provisions of intellectual property law implies that the Client has the right of reproduction. He therefore automatically guarantees the supplier against any dispute relating to this right of reproduction. Any dispute regarding reproduction rights suspends performance of the order. If the client provides digital files containing software and fonts for the performance of the order, the client specifically protects the supplier against any dispute relating to the acquisition of the software and fonts and generally against any dispute relating to the use of the software. The supplier is not responsible for infringements of third-party reproduction rights if it performed the order in good faith. Only the client is liable.
Article 9 - Mention of the supplier's name
The Client may not oppose the mention of the supplier's name, even if the printed material already mentions the name of a publisher or intermediary, publicity agent or other.
Article 10 - Confidentiality clause
Each of the parties undertakes not to disseminate or communicate, not to have disseminated or communicated, not to use directly or indirectly, the confidential data, intelligence, information, applications, methods and know-how as well as any type of document of which it has become aware during the execution of the contract, unless the other party has given its prior written consent. The obligation of confidentiality provided for in this article shall apply as long as the information in question is of a confidential nature, i.e. even after the end of the contract.
Article 11 - Ownership of the production elements
The production elements required to complete an order remain the property of the supplier who created them. However, the ownership of these elements (e.g. photos, films, diskettes, digital files of all kinds, etc.) may be transferred to the client at any time by express agreement, subject to the rules contained in article 7. And on the other hand, when the production elements have taken a form that can be used by the Client to make new creations that will entail reproduction rights, the supplier retains the exclusive right to the production elements he has made, except when the parties conclude an express agreement regulating the modalities of use of these elements by the Client.
Article 12 - Proof
At the request of the Client, the supplier shall provide a simple proof. Enhanced proofs, for example colour proofs or proofs on the ordered paper, will be charged extra. If the Client does not request a proof, he shall be deemed to have given a good for printing.
Article 13 - Corrections
The supplier must make the corrections indicated by the client, but is not liable for spelling, linguistic or grammatical errors not indicated. Changes to the original order of any kind (in the text, in the editing or placement of illustrations, in the formats, etc.) made in writing or in any other way by or on behalf of the Client shall be invoiced to the Client in addition and shall extend the execution period.This also applies to machine downtime pending "good for print". Changes specified verbally, for example by telephone, shall be carried out at the client's risk.
Article 14 - Good for print
The submission by the Client of a dated and signed "good for print" discharges the supplier from all responsibility for errors or omissions detected during or after printing. The "ready for press" remains the property of the supplier and serves as evidence in case of dispute.
Article 15 - Materials of the Client - Order
If the client places materials at the supplier's disposal, these must be delivered on time (taking account of the order schedule), properly packaged and carriage paid at the supplier's premises. Signing the transport documents for receipt only confirms receipt of the material. If the Client provides prepress material digitally without a printed version of it, the supplier does not bear any responsibility for the result of the exposure. If the client provides digital files to the supplier, he must keep the original files himself and is responsible for the quality of these files. The supplier is not responsible for the typographic quality of the ready-to-use models or files of formatted pages, which it receives from the client. Barring deliberate and serious fault on the part of the supplier, its staff or subcontractors, difficulties or delays during production caused by problems with supplied materials shall extend the delivery deadline and increase the price by the additional costs caused by these problems.
Article 16 - Client's materials - Retention
The supplier is never obliged to keep the client's materials. If the Client wishes the supplier to keep production elements such as typesetting, films, montages, cutting forms, designs, drawings, diskettes, programmes, digital (data) files, ... of the Client, he shall agree this in writing with the supplier before the execution of the order. Storage shall then take place at the client's risk, who shall expressly release the supplier from any liability in connection with this storage (including loss or damage), except in the case of malicious damage or gross negligence on the part of the supplier.
Article 17 - Materials of the Client - Risk
All goods (originals, models, films, data carriers, print media, etc.) entrusted by the Client and which are on the premises of the supplier shall remain there at the expense and risk of the Client, who expressly discharges the supplier from any responsibility whatsoever, including in the event of damage or loss, whether partial or total, and this for any reason whatsoever, except in the case of malicious damage, gross negligence on the part of the supplier, his personnel or subcontractors. The same applies to goods destined for the Client. Retention costs shall be charged from the date notified to the Client. In the absence of payment on the agreed date, these goods may be retained as security and pledge for the sums due.
Article 18 - Client's materials - Insurance
By written request, the supplier is prepared to have all risks covered by insurance, the premium for which shall be borne by the client. This insurance only covers the repair of damage to the material, but never any depreciation that may result from this repair, nor any indirect damage, such as loss of profit.
Article 19 - Periodic orders - Termination
The Client may only prevent the supplier from carrying out an order of a periodic nature, i.e. an order with recurring partial orders, subject to compliance with the notice periods stipulated below. Termination must be served by registered letter. In the event of non-compliance with the deadlines, the Client shall compensate the supplier for all damage suffered and loss of profit during the non-compliance period. Notice period: - 3 months for an order of a periodic nature with an annual turnover of up to EUR 7 500.00; - 6 months for an order of a recurring nature with an annual turnover of up to EUR 25 000.00; - 1 year for a standing order with an annual turnover of 25 000.00 EUR or more.
Article 20 - Deviations
For paper, cardboard and bookbinding materials processed by the supplier, the client accepts the tolerances imposed by the manufacturers of these materials. The supplier may supply and invoice 5% (with a minimum of one hundred copies) more or less than the number of copies ordered. For printed work requiring complicated or particularly difficult finishing, the supplier may supply and invoice 20% (with a minimum of 200 copies) more or less than the number of copies ordered. The fewer or more copies shall be settled at the price of additional copies.
Article 21 - Special requirements
All orders are executed with the normally available raw materials. Special requirements such as lightfastness of the ink, suitability for foodstuffs, etc. must be stated by the client at the time of the price request. If they are made known afterwards, this may result in a price adjustment.
Article 22 - Delivery terms
The deadlines stipulated in writing at the time of the order shall begin to run only from the working day following the submission of the necessary elements. The agreed delivery deadlines shall be extended at least to the extent that the Client has failed to deliver the necessary elements, as well as to return the corrected proofs and the "good for print". If the execution of an order, at the request of the client, within a shorter period than the normal or foreseen period, causes additional costs, these shall be charged. Delivery shall take place at the supplier's premises. Packaging and transport shall be at the Client's expense. The risk of the goods during such transport shall be borne by the Client. In the event of delivery on call, the invoice amount of the total order shall be invoiced on the first delivery.
Article 23 - Cancellation
If the order is cancelled at the request of the Client, invoicing shall take place at the stage of execution of the order (wages, raw materials, subcontracting, etc.). The amount invoiced will consist of the costs incurred by the supplier, plus damages for breach of contract amounting to 15% of the agreed price, with a minimum of EUR 75.00. If a given order is interrupted because the Client is late in complying with the documents submitted to him, after the expiry of one month the given order shall be invoiced at its stage of execution as indicated above. If the execution is temporarily suspended at the request of the client, provisional invoicing may take place at the execution stage of the order (wages, raw materials, subcontracting, etc.).
Article 24 - Payment
An advance payment of 1/3 of the order amount may be requested at the time of the order, the same advance payment upon remittance of the final corrected proofs or the "good for print" and the balance upon delivery. Bills of exchange, cheques, mandates or receipts do not entail either renewal or deviation. In the event of invoicing for one or more deliveries in deduction of an order that has not yet been delivered in full, the principal may not invoke this to defer his payments until after the total delivery.
Article 25 - Due date
Invoices are payable without any deduction or set-off at the latest on the due date at the supplier's premises. If an invoice is not paid on time, an interest of 10% in accordance with the Law on combating late payment (02/08/2002) as well as an indemnity to cover collection costs, conventionally set at 15% of the outstanding debt with a minimum of EUR 150.00, shall be due ipso jure and without notice of default. The supplier is entitled to claim higher compensation if he can prove that he has suffered higher damages. In addition, the supplier shall then be entitled to demand immediate payment of all other invoices not yet due and of all amounts, for which the supplier has granted a deferral of payment to the customer. Furthermore, the supplier shall then be entitled to suspend the execution of current contracts until the Client has paid the advance payments described in the previous article.
Article 26 - Right of retention
The supplier has the right to retain the goods until the full price has been paid. This right of lien applies to all raw materials, documents, elements necessary for manufacturing, objects, merchandise, or supplies provided by the Client to carry out the order or performance and applies to all documents or items realised as a result of the order. The client only becomes the owner of the goods sold after the due sums have been paid in full. However, the risks that the goods may incur shall be borne by the client as soon as they are made ready for collection.
Article 27 - Processing of personal data for the client
As part of the execution of the order, the supplier may have to process personal data as defined in the applicable regulations. In this case, the supplier will act as a processor for all processing done at the request of the client, who will be considered as the processing controller. The supplier will then process the personal data only on the basis of the written instructions of the client, and for the purpose of executing the order. The client fully and exclusively undertakes to comply with the legal obligations as a data controller. The supplier shall cooperate in good faith with the client to ensure and demonstrate compliance with the applicable legal obligations. The supplier's employees who will have access to the data are bound by a duty of confidentiality. The supplier will take reasonable technical and organisational measures to secure the data as customary in the industry. The client confirms that the data are not subject to any special legal security or confidentiality requirements, except to the extent agreed in writing between the supplier and the client. The client agrees that the supplier may entrust the processing of the personal data to third parties, including outside the European Union, provided that the supplier thereby ensures compliance with applicable regulations. After completion of the order, the supplier shall not be bound to any retention obligation of the personal data.
Article 28 - Processing of personal data for the supplier
If, in the execution of the order, the supplier is required to process personal data for its own purposes, in particular for the management of the relationship with the client and of the client's order, the supplier shall act as a data controller. In this case, the personal data shall only be processed to the extent necessary for the performance of the agreement with the client, or for compliance with applicable law, and for representation of the legitimate interests of the supplier. The supplier will ensure compliance with applicable legislation for these processing operations. The client agrees that the supplier may entrust the processing of the personal data to third parties, including outside the European Union, provided that, in doing so, the supplier ensures compliance with applicable legislation and with these General Terms and Conditions.
Article 29 - Complaints
Under penalty of forfeiture of rights, the Client must send any complaint or protest to the supplier by registered mail at the latest within 8 days of receipt of the first delivery of goods. If the client does not take delivery of the goods, the 8-day period starts from the date of the invitation to take delivery. Failing this, from the invoice date. If no complaint is received by the supplier within this 8-day period, it shall have the effect that the client has accepted all the goods in full. If the Client uses part of the delivered goods or has them sent by post to third parties or handed over to a distribution company for distribution, it shall imply that he has accepted the entire run. Defects in part of the delivered goods do not entitle the customer to reject the entire order. Under penalty of loss of rights, the Client must send any complaint or protest regarding the invoice for the goods ordered to the supplier by registered mail at the latest within 8 days of receipt of the invoice. If the supplier does not receive a complaint concerning the invoice within this 8-day period, the client shall be considered to have accepted the invoice.
Article 30 - Force majeure
Article 30.1 Cases of force majeure and, more generally, all circumstances which prevent, reduce or delay the execution of the order by the supplier, or which cause an excessive aggravation of the fulfilment of the commitments entered into by him, relieve the supplier of any liability. The following circumstances, among others, but not exhaustively, shall be considered force majeure: war, civil war, mobilisation, riots, strikes and lock-outs, both at the supplier and at his suppliers, breakdown of machinery, computer virus or bug, fire, water damage, interruption of means of transport, supply difficulties in raw materials, materials and energy by third parties, and restrictions or prohibitions imposed by the authorities. Article 30.2 In the event of force majeure, the supplier shall have the choice either to suspend the execution of the agreement until the force majeure situation has ceased to exist, or to dissolve the agreement in whole or in part, whether or not after initially opting for suspension. In either case, the client shall not be entitled to any compensation. If the period in which, due to force majeure, the fulfilment of the obligations by the supplier is impossible, lasts longer than thirty (30) days, the principal shall also be entitled to partly dissolve the agreement (for the future), on the understanding that the supplier shall be entitled to send an invoice for the goods already delivered or work/services already performed. In the event of partial dissolution, there is no obligation to compensate for damage (if any). If the supplier has already partly fulfilled his obligations when the force majeure occurs or can only partly fulfil his obligations, he is entitled to invoice that part separately and the client is obliged to pay this invoice as if it were a separate agreement.
Article 31 - Liability
In the event of error or poor execution, the supplier's liability shall be limited exclusively to taking back the non-conforming copies, which shall be settled at the price of the additional copies, and cannot give rise to any damages, except in the event of intentional or serious fault on the part of the supplier, his personnel or subcontractors. The supplier shall never be liable for indirect damage caused to the client, for example loss of profit. The supplier's liability shall in any case be limited to the amount of the contract, i.e. the amount that the client would have paid if the work had been carried out to the client's satisfaction.
Article 32 - Impairment of validity and non-impairment
If any provision of these general terms and conditions is declared invalid, illegal or null and void, this shall in no way affect the validity, legality and applicability of the other provisions. Failure by the supplier at any time to enforce any of the rights enumerated in these terms and conditions, or to exercise any right thereof, shall never be considered a waiver of such provision and shall never affect the validity of these rights.
Article 33 - Jurisdiction
Any dispute relating to the conclusion, validity, interpretation or execution of this agreement and of the agreements derived from it shall be governed by Belgian law and shall fall within the exclusive jurisdiction of the courts of the territory in which the supplier's company is located.