PROFESSIONAL USES AND GENERAL TERMS AND CONDITIONS OWN TO THE PRINTING COMPANY
Prepared by FEBELGRA, Federation of the Belgian Graphic Industry vzw, member of the Federation of Belgian Enterprises.
31/03/2010
GENERAL PROVISIONS
These general terms and conditions and professional practices apply to all our quotations, work orders, agreements and deliveries. Any quotation and acceptance of an order is subject to the suspensive condition of approval by the supplier's credit insurer.
Article 1 - Definitions
The client is who has placed the order, supplier is who has accepted to carry out the order.
Article 2 - Sales proposal
The sales proposals of the supplier are without obligation and subject to inspection of the documents to be reproduced and/or the documents to be set. The supplier reserves the right to refuse an order. He is only deemed to accept the order after written confirmation or after production costs have been incurred.
Article 3 - Orders
The delivery to the supplier of production elements (raw materials, model, copy and/or digital files, ...) with the request, without express reservation, to provide a proof or design, entails the obligation to this supplier to carry out the entrust the work or reimburse him for the costs incurred.
Article 4 - Offers
The quotation price only applies to the assignment stated in the quotation. Changes to the original quotation data by the client will be settled. The typeface, as well as the lay-out, is freely chosen by the supplier in the absence of determination by the client. The offers are always drawn up without mentioning taxes, which are always at the expense of the client. The client who can benefit from a reduced VAT rate or from an exemption from VAT, must provide the necessary evidence for this at the start of the assignment. The period of validity of a quotation is one month for the execution of an order within three months. In the case of composite quotations, there is no obligation to deliver a part against a corresponding part of the price stated for the whole.
Article 5 - Indexing
When wages and/or raw material prices rise, the quotation prices are revised according to the Febelgra indexation formula, which is sent to the client on first request.
Article 6 - Debtor
Any person or company that places an order with a request to charge it to third parties is jointly and severally liable for its payment.
Article 7 - Copyright - Property law
When a supplier carries out a work in any form that is considered a creation 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 regulating the transfer of the rights. Based on the aforementioned provisions, the supplier-designer of computerized data and images, of a graphic work tool, of a matrix, etc. holds the copyrights to these products. This protection is based on the provisions of intellectual property law. The transfer of copyrights and specifically the transfer of the right to reproduce must be explicitly included in a written agreement: this transfer cannot arise from the fact that the creation process was provided for in the assignment or that this creation process was specially remunerated. The transfer of ownership of the material product or digital data to the client also does not give rise to the transfer of copyrights. Unless a specific exclusivity contract has been concluded, the supplier has the right to reuse its creative work.
Article 8 - Copyright - Right to Reproduction
An order with regard to the reproduction of any element supplied by the client and which falls under the provisions of the intellectual property legislation, implies that the client has the reproduction right. He therefore indemnifies the supplier by operation of law against any dispute regarding this right of reproduction. Suspends any dispute regarding reproduction rights
the execution of the assignment. If the client supplies digital files with software and fonts for the execution of the order, the client specifically protects the supplier against any dispute relating to the acquisition of the software and the 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 he performed the order in good faith. Only the client is liable.
Article 9 - Indication of the name of the supplier
The client may not oppose the mention of the supplier's name, even if the name of a publisher or intermediary, publicity agent or other person is already mentioned on the printed matter.
Article 10 - Confidentiality clause
Each of the parties undertakes not to disseminate or communicate, not to allow dissemination or to distribute confidential data, intelligence, information, applications, methods and know-how as well as any kind of document of which it has become aware during the execution of the contract. communicate, not to be used directly or indirectly, unless the other party has given written permission for this in advance. The obligation of confidentiality provided for in this article applies as long as the information concerned is of a confidential nature, ie also 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 made them. However, on the one hand, the ownership of these elements (for example the photos, the films, the diskettes, all kinds of digital file carriers, etc.) can be transferred to the client at any time by express agreement, and subject to the rules contained in article 7. And on the other hand, when the production elements have taken on a form that can be used by the client to make new creations that will entail reproduction rights, the supplier retains the exclusivity right to the production elements that he has made, except when the parties conclude an express agreement that regulates the modalities of the use of these elements by the client.
Article 12 - Trial
At the request of the client, the supplier provides a simple test. Careful proofs, for example, true-to-color proofs or proofs on the ordered paper are charged extra. If the client does not request a proof, he is 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 whatever nature (in the text, in the processing or placement of illustrations, in the formats, etc.) made in writing or in another way by or on behalf of the client, will be invoiced to the client additionally and will be extended. the implementation period. This also applies to the machine standstills pending the “ready for press”. The verbal changes, for example by telephone, are carried out at the risk of the client.
Article 14 - Good for pressure
The submission by the client of a dated and signed “ready for printing” releases the supplier from all responsibility for errors or omissions found during or after printing. The “ready for press” remains the property of the supplier and serves as evidence in the event of a dispute.
Article 15 - Client's materials - Decision
If the client makes material available to the supplier, this must be delivered on time (taking into account the order planning), 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 supplies prepress material digitally without a printed version, the supplier bears no responsibility for the result of the exposure. If the client makes digital files available 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 typographical quality of the ready-to-record models or files of formatted pages, which it receives from the client. Except in the case of willful misconduct and gross negligence on the part of the supplier, its personnel or subcontractors, difficulties or delays during production caused by problems with materials supplied will extend the delivery time and increase the price by the additional costs caused by these problems.
Article 16 - Client's materials - Storage
The supplier is never obliged to keep the materials of the client. If the client wishes the supplier to keep production elements such as typesetting, films, montages, cut shapes, designs, drawings, diskettes, programs, digital (data) files, etc. of the client, he will do this in writing before the execution of the agreement with the supplier. The storage is then at the risk of the client, who expressly releases the supplier from any liability in connection with this storage (including loss or damage), except in the event of intent or gross negligence on the part of the supplier.
Article 17 - Client's materials - Risk
All goods (originals, models, films, information carriers, print media, etc.) entrusted by the client and which are in the supplier's premises remain at the expense and risk of the client, who expressly disclaims the supplier of any responsibility of any kind. also, including in the event of damage or loss, whether in whole or in part, and this for whatever reason, except in the case of intent, gross negligence on the part of the supplier, its personnel or subcontractors. The same applies to the goods intended for the client. The storage costs will be charged with effect 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 owed.
Article 18 - Client's materials - Insurance
In the event of a written request, the supplier is prepared to have all risks covered by an insurance policy, the premium of which is 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 assignments - Cancellation
The client can only deprive the supplier of the performance of an order of a periodic nature, ie an order with recurring partial orders, provided that the notice periods specified below are observed. The cancellation must be served by registered letter. In the event of non-compliance with the terms, the client will compensate the supplier for all damage suffered and loss of profit during the period not observed.
Notice period:
turnover figure up to EUR 7,500.00;
turnover figure up to EUR 25 000.00;
of EUR 25 000.00 or more.
Article 20 - Deviations
For paper, cardboard and bookbinding material processed by the supplier, the client accepts the tolerances imposed by the manufacturers of these materials. The supplier may deliver and invoice 5% (with a minimum of one hundred copies) more or less than the number of copies ordered. For printed matter requiring a complex or particularly difficult finish, 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 will be settled at the price of additional copies.
Article 21 - Special requirements
All assignments are carried out with the normally available resources. Special requirements such as lightfastness of the ink, suitability for foodstuffs, etc. must be specified by the client when requesting a price. If they are made known afterwards, this may give rise to a price adjustment.
Article 22 - Delivery modalities
The periods stipulated in writing when ordering start to run from the working day following the delivery of the necessary elements. The agreed delivery times are at least extended to the extent that the principal has failed to deliver the necessary elements, as well as to return the corrected proofs and the “good pre-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 will be charged. Delivery takes place at the supplier's premises. Packaging and transport are at the expense of the client. The risk of the goods during that transport is borne by the client. In the case of delivery on demand, the invoice amount of the total order will be invoiced at the first delivery.
Article 23 - Cancellation
If the order is canceled at the request of the client, invoicing will take place at the stage of execution in which the order (wages, raw materials, subcontracting, etc.) is located. The amount charged will consist of the costs incurred by the supplier, increased by damages for breach of contract amounting to 15% of the agreed price, with a minimum of EUR 75.00. In the event of interruption of an order given due to late compliance by the client with the documents submitted to it, the order given will be invoiced at its stage of execution after one month has passed, as indicated above. If the execution is temporarily suspended at the request of the client, provisional invoicing can take place at the stage of execution in which the order (wages, raw materials, subcontracting, etc.) is located.
Article 24 - Payment
When ordering, you may be asked to pay an advance of 1/3 of the order amount, the same advance when transferring the definitively improved proofs or the “ready for printing” and the balance upon delivery. Bills of exchange, cheques, mandates or receipts do not entail renewal or deviation. If one or more deliveries are invoiced against an order that has not yet been fully delivered, the client cannot invoke this to postpone payments until after the total delivery.
Article 25 - Expiration date
The invoices are payable at the latest on the due date in the supplier's company. If an invoice is not paid on time, interest is due by operation of law and without notice of default in accordance with the Act on Combating Late Payments (02/08/2002) as well as an indemnity to cover the recovery costs, conventionally set at 15% of the outstanding debt. with a minimum of EUR 75.00. The supplier has the right to claim a higher compensation if he can prove that he has suffered higher damage. In addition, the supplier then has the right to demand immediate payment of all other invoices not yet due and of all amounts for which the supplier has allowed the client to defer payment. The supplier then also has the right to suspend the execution of current contracts until the client has paid the advances described in the previous article.
Article 26 - Right of retention
The supplier has the right to keep the goods until the full price has been paid. This right of retention applies to all raw materials, documents, elements necessary for the manufacture, objects, merchandise, or supplies supplied by the client to perform the assignment or performance and applies to all documents or items realized as a result of the assignment. . The client only becomes the owner of the sold goods after the sums due have been paid in full. However, the risks that the goods may run are borne by the client as soon as they are made ready for collection.
Article 27 - Complaints
Under penalty of forfeiture of rights, the client must send any complaint or protest to the supplier by registered letter at the latest within 8 days after receipt of the first delivery of goods. If the client does not take delivery of the goods, the period of 8 days starts to run from the date of the invitation to take delivery of the goods. In the absence of this, from the invoice date. If the supplier does not receive a complaint within this period of 8 days, this means that the client has fully accepted all goods. If the client uses part of the delivered goods or has them sent by post to third parties or has them handed over to a distribution company for distribution, this means that he has accepted the entire print run. Defects in part of the delivered goods do not entitle the client to reject the entire order. Under penalty of forfeiture of rights, the client must send any complaint or protest with regard to the invoice of the ordered goods to the supplier by registered letter within 8 days of receipt of the order.
the invoice. If the supplier does not receive a complaint with regard to the invoice within this period of 8 days, it is considered that the client has agreed to the invoice.
Article 28 - Force majeure
In cases of force majeure, and more generally, all circumstances that prevent, reduce or delay the execution of the order by the supplier or that cause an excessive burden on the fulfillment of the obligations entered into by him, release the supplier from any liability and enable him to, as the case may be, either to shorten his obligations, or to terminate the agreement or suspend its execution, without being obliged to pay any compensation. Are considered as such, inter alia: war, civil war, mobilisation, riots, strike and lock-out, both at the supplier and its suppliers, machine breakdown, computer virus or bug, fire, water damage, interruption of means of transport, supply difficulties in raw materials, materials and energy and restrictions or prohibitions imposed by the government.
Article 29 - Liability
In the event of error or poor performance, the supplier's liability is limited solely to taking back the non-conforming copies, which will be settled against the price of the additional copies, and cannot give rise to any compensation, except in the case of intentional or gross negligence on the part of the supplier, its personnel or subcontractors. The supplier is never liable for indirect damage caused to the client, for example loss of profit. The supplier's liability is in any case limited to the amount of the contract, ie the amount that the client would have paid if the work had been carried out to the satisfaction of the client.
Article 30 - Competence
Any dispute relating to the conclusion, validity, interpretation or performance of this agreement and of the agreements derived therefrom shall be governed by Belgian law and shall be subject to the exclusive jurisdiction of the courts of the territory in which the supplier's company is established. is belong.