General terms and conditions

These general terms and conditions and professional practices shall apply to all of our quotations, work orders, agreements and deliveries.

Article 1

The client is the party having placed the order. The supplier is the party having accepted to perform the order.

Article 2

The fact of providing a supplier with production items (raw materials, model, copy and/or digital files, etc.) accompanied by the request, without any express reservation, to supply a proof or a design, shall commit that party to entrust the performance of the work to this supplier or to compensate the latter for the costs incurred.

Article 3

The quotations of the supplier shall be without any obligation and subject to sale and availability. In the event of any increase in labour costs and/or the cost of raw materials, the prices quoted shall be reviewed based on the Febelgra indexing formula, which shall be despatched to the client upon a single request. The quotations shall always be compiled without any mention of taxation, which shall always be payable by the client. The period of validity of a quotation shall be one month for an order to be performed within three months. The price quoted shall only apply to the order listed in the quotation.

Article 4

If a package price is quoted, there shall be no obligation to supply part of the order at the respective amount of the total price.

Article 5

Any person or company placing an order with the request to have it invoiced to a third party shall be personally liable for its payment, even if the supplier has agreed to this invoicing method, except if the third party has co-signed the purchase order.

REPRODUCTION RIGHTS AND MENTION OF THE SUPPLIER’S NAME

Article 6

The supplier shall not be liable for any breach of the reproduction rights of third parties if they have performed the order for printing or reproduction in good faith. The client shall bear full liability. Any dispute concerning the reproduction rights shall cause the performance of the order to be suspended. p>

Article 7

If it is a legal requirement, the client shall not object to stating the name of the supplier, even if the printed material already states the name of a publisher or intermediary, an advertising agency or other.

COMPOSITION, SUPPLIER’S MATERIAL, PROOFS AND APPROVED FOR PRINTING

Article 8

The supplier shall be free to select the type of font as well as the layout. The supplier shall not be liable for the typographical quality of the models or files of formatted pages that are ready to be recorded, and supplied by the client.

Article 9

If the client provides the supplier with material, this shall be delivered in good time (taking into account the order planning), it shall be packaged correctly and delivered free of charge to the supplier’s business premises. The signature acknowledging receipt of the delivery documents shall only confirm receipt of the material. If the client provides prepress material by electronic means without a printed version, the supplier shall not be held liable for the result of the exposure. If the client provides the supplier with digital files, then the client shall store the original files themselves and shall be liable for the quality of these files. Except in the case of gross negligence and intent on the part of the supplier, their personnel or sub-contractors, any difficulties or delay in the course of production, due to problems caused by the materials provided, shall result in an extension of the delivery deadline and the price shall be increased by the additional costs incurred by these problems.

Article 10

Upon request of the client, the supplier shall provide a simple proof, e.g. a laser print, blueprint or imposition proof. Meticulous proofs, for example, in true colours and/or using edition printing paper, shall incur an extra cost. If the client does not require a proof, then the supplier shall not under any circumstances be held liable for the quality of the end product.

Article 11

The supplier shall correct any printer’s errors and word division errors pointed out by the client, but shall not be liable for any spelling, linguistic or grammatical errors. Any type of changes in the original order (in the text, the processing or in the layout of the illustrations, in the sizing, in the printing or binding work, etc.) which have been implemented in writing or in any other way by or on behalf of the client, shall be invoiced to the client as an additional cost and shall result in an extension of the period of performance. This shall also apply to any machine stoppages whilst awaiting ‘print approval’. The client shall bear the risk of any changes communicated verbally or by telephone.

Article 12

Delivery by the client of a signed and dated ‘print approval’ shall discharge the supplier of any liability for any errors or omissions noted during or after the printing process. The ‘print approval’ shall remain in the ownership of the supplier and shall be used as evidence in the case of any dispute.

STORAGE

Article 13

If the client requires the supplier to store any production items, such as the composition work, films, montages, cutting dies, designs, drawings, diskettes, etc. then this shall be agreed with the supplier in writing prior to the performance of the order. The client shall bear the risk of the storage, and expressly discharge the supplier from any liability in connection with this storage (e.g. loss or damage), except in the case of gross negligence and intent on the part of the supplier. Offset plates shall not be stored.

DELIVERY PERIOD

Article 14

The periods agreed in writing at the time of the order shall only enter into force from the working day following the delivery of the necessary items. The delivery periods agreed shall be extended by at least the period of time during which the client has failed to supply the necessary items, return the corrected proofs and the ‘print approval’. Cases of force majeure, and more generally, any circumstances that prevent the performance of the order by the supplier, or that reduce or delay it, or that make it excessively difficult to meet the commitments entered into by them, shall discharge the supplier from any liability and shall enable them, depending on the case, either to reduce their commitments, or to cancel the agreement or to suspend its performance, without being obliged to pay any compensation. Such circumstances are, for example: war, civil war, mobilisation, riots, strikes and lock-outs, both at the supplier’s and at their sub-contractors’, machine breakdown, fire, transport disruption, difficulties in the supply of raw materials, materials and energy and restrictions or bans imposed by government.

PERIODIC ORDERS - NOTICE

Article 15

The client may only withdraw the order for the performance of periodic orders, i.e. an order consisting of repeated partial orders, subject to compliance with the periods of notice stipulated below. Notice shall be given by registered letter. If the client fails to comply with the period of notice, they shall compensate the supplier for any losses suffered and loss of profits throughout the period of notice not observed.

Period of notice:

• 3 months for a periodic order with an annual turnover of up to EUR 7,500;

• 6 months for a periodic order with an annual turnover of up to EUR 25,000;

• 1 year for a periodic order with an annual turnover of EUR 25,000 or more.

VARIATIONS

Article 16

For the paper, cardboard and bookbinding materials processed by the supplier, the client shall accept the tolerances imposed by the manufacturers of these materials. The supplier may supply and invoice 5% (with a minimum of one hundred copies) fewer or more than the number of copies ordered. For printed matter requiring a complex or a particularly difficult finish, the supplier may supply and invoice 20% (with a minimum of 200 copies) fewer or more than the number of copies ordered. The fewer or additional copies shall be calculated at the price of additional copies.

Article 17

All orders shall be performed with the normally available raw materials. Special requirements, such as the lightfastness of the ink, the suitability for foodstuffs, etc., shall be stipulated by the client in their quotation request. If they are notified at a later date, they may give rise to a price increase. Full conformity with the colours to be reproduced, as well as perfect invariability of the inks and the perfect invariability of the ink distribution and of the register cannot be guaranteed. The client shall expressly accept variations that are inherent to the type of work to be performed.

COMPLAINTS AND LIABILITY

Article 18

Upon penalty of extinction of rights, the client shall notify the supplier of any complaint or objection by registered letter and this at the latest within 8 days from receipt of the first consignment of goods. If the client does not take delivery of the goods, the 8-day period shall commence from the date on which the client is invited to take delivery of the goods. If not applicable, from the date of invoice. If the supplier does not receive any complaint within this 8-day period, all of the goods shall be deemed to have been fully accepted by the client. If the client uses part of the goods supplied or orders them to be despatched to a third party by post or orders them to be delivered to a distribution company for distribution purposes, the entire edition shall be deemed to have been accepted by the client. Defects to part of the goods supplied shall not entitle the client to reject the entire order. The supplier declines any liability for any indirect loss or damage to the client, e.g. loss of profits.

Article 19

The supplier’s liability shall be limited to accepting the return of the non-compliant copies, which shall be calculated at the price of the additional copies.

CLIENT’S MATERIALS - RISK

Article 20

The client’s materials shall be delivered to the supplier’s premises. The client shall bear the cost of the packaging and transport. The client shall be liable for the goods during transport.

Article 21

Any goods (paper, films, data carriers, etc.) entrusted by the client and stored at the supplier’s premises, shall remain there on behalf of the client and subject to the client’s liability. The client expressly discharges the supplier of any liability of any type whatsoever, for example, in the event of loss or damage, either in whole or in part, and for whichever reason, except in the case of gross negligence and intent on the part of the supplier, their personnel or sub-contractors or if the aforementioned storage constitutes one of the main services of the agreement. The same shall apply for goods intended for the client. The storage costs shall be invoiced with effect from the date of notification to the client. Failure to pay on the agreed date shall result in these goods being retained as a guarantee and pledge for the monies due.

PAYMENT - JURISDICTION

Article 22

At the time of the order, a request may be made to pay a deposit of 1/3 of the amount, an identical amount of deposit upon receipt of the ‘print approval’ and the outstanding balance at the time of delivery. The bills of exchange, cheques, money orders or receipts shall not result in any renewal or variation. With effect from the due date, any outstanding invoice shall ipso jure and without any notice of default incur interest, equivalent to the reference interest rate of the European Central Bank, increased by 7 percentage points and rounded up to the higher half percentage point. If the principal sum of the invoice and the interest are not paid within 14 days from the date of despatch of a payment reminder sent by registered letter, the debt shall be increased by additional compensation, customarily fixed at 15% of the amount due on the due date with a minimum of EUR 50. In addition, the supplier shall then have the right to demand the immediate payment of all other outstanding invoices and of any amounts, for which the supplier has granted the client deferment of payment. Furthermore, the supplier shall then also have the right to suspend the performance of any contracts in progress until the client has paid the deposits described in this article.

Article 23

In the case of a call-off contract, the invoice amount for the total order shall be invoiced with the first delivery.

Article 24

If the order is cancelled upon the client’s request or if the performance of the order is temporarily suspended, then the invoicing shall take place at that particular stage of performance of the order (labour, raw materials, sub-contractors, etc.). This amount shall be increased with an additional customary amount of compensation of 10%.

Article 25

The client shall only own the goods sold when the outstanding amounts are paid in full. However, the client shall become fully liable for the goods as soon as they are made available to them.

Article 26

Any disputes shall be settled by the courts of jurisdiction located in the legal district of the supplier’s business premises.

PROFESSIONAL PRACTICES AND GENERAL TERMS AND CONDITIONS SPECIFIC TO THE PRINTING INDUSTRY 08/01/03

Drawn up by FEBELGRA, the non-profit Federation of the Belgian Graphical Industry, member of the Association of Belgian Companies.

TAX RETURN: Any relevant VAT, interest and penalties, which could be claimed at a later date and which are due to erroneous information provided by the client, shall be payable in full by the client.