Terms of sale Buroform
Beroepsgebruiken en algemene voorwaarden eigen aan het drukbedrijf
Opgesteld door FEBELGRA, Federatie van de Belgische Grafische Industrie vzw, lid van het Verbond van Belgische Ondernemingen.
These general terms and professional practices apply to all our quotations, work orders, agreements and deliveries. Any quotation and acceptance of an order is made under the condition precedent of approval by the supplier’s credit insurer.
Article 1 – Definitions
Client is who placed the order, supplier is who accepted to execute the order.
rticle 2 – Sales proposal
The supplier’s sales proposals are without obligation and subject to review of the documents to be reproduced and/or set. The supplier reserves the right to refuse an order. He is deemed to accept the order only after written confirmation or entering into production costs.
rticle 3 – Orders
The delivery to the supplier of production elements (raw materials, model, copy and/or digital files, etc.) with a request, without express reservation, to deliver a proof or design, shall entail a commitment to entrust to this supplier the execution of the work or to compensate him for the costs incurred.
Article 4 – Offers
The quotation price applies only to the job mentioned in the quotation. Changes to the original quote data by the client will be accounted for. The typeface, as well as the layout, is freely chosen by the supplier in the absence of determination by the client. Quotations are always drawn up without mentioning taxes, which are always borne by the client. The client who can benefit from a reduced VAT rate or an exemption from VAT must provide the necessary evidence for this at the start of the assignment. The period of validity of an offer is one month for the execution of an order within the three months. In the case of composite price quotations, there is no obligation to deliver a portion at a corresponding portion of the price quoted for the whole.
Article 5 – Indexation
If wages and/or raw material prices increase, quotation prices will be revised according to the Febelgra indexation formula, which will be sent to the client upon first request.
Article 6 – Debtor
Any person or firm placing an order with a request to charge it to third parties will be held jointly and severally liable for its payment.
Article 7 – Copyright – Property law
When a supplier performs under any form a work that is considered a creative process in the sense of intellectual property legislation, the supplier retains the rights arising from this work, for example, the right of reproduction. The client can obtain these rights only subject to a written agreement governing the transfer of the rights. On the basis of 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 laws. 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 assignment or that this creation process was specially remunerated. Also, the transfer of ownership of the material product or digital data to the client does not give rise to the transfer of copyright. Unless a specific exclusivity contract has been concluded, the supplier has the right to reuse its creative work.
Article 8 – Copyright – right of reproduction
An order relating to the reproduction of any element supplied by the client and subject to the provisions of intellectual property laws implies that the client has the right of reproduction. Consequently, he automatically indemnifies the supplier against any dispute relating to this right of reproduction. Any dispute regarding reproduction rights suspends the performance of the assignment. If the client provides digital files containing software and fonts for the execution of the order, the client specifically protects the supplier against any dispute regarding the acquisition of the software and fonts and generally against any dispute regarding 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 principal 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 printed material already contains the name of a publisher or intermediary, publicity agent or other.
Article 10 – Clause of confidentiality
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 kind of document of which it became aware during the execution of the contract, unless the other party gave its prior written consent. The obligation of confidentiality provided for in this article applies as long as the information in question is of a confidential nature, that is, even after the end of the contract.
Article 11 – Ownership of production elements.
The production elements required to complete a job remain the property of the supplier who made them. But on the one hand, the ownership of these elements (for example, the photographs, the films, the diskettes, all kinds of carriers of digital files, etc.) can be transferred to the client at any time subject to express agreement, and subject to the rules contained in Article 7. And on the other hand, when the production elements have assumed 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 that regulates the modalities of the client’s use of these elements.
Article 12 – Trial
At the client’s request, the supplier provides a simple test. Finished proofs for example color proofs or proofs on the ordered paper will be 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 any kind (in the text, in the editing or placement of illustrations, in formats, etc.) made in writing or otherwise by or on behalf of the client, will be billed to the client additionally and will extend the execution period. This also applies to machine shutdowns pending the “good for pressure.” Changes given verbally, for example by telephone, are carried out at the client’s risk.
Article 14 – Good for pressure
The submission by the client of a dated and signed “good for print” releases the supplier from all responsibility for errors or omissions noted during or after printing. The “good for print” remains the property of the supplier and serves as evidence in case of dispute.
Article 15 – Materials of the client – Decision
If the client provides material to the supplier, it must be delivered on time (taking into account the order schedule), properly packaged and carriage paid at the supplier’s premises. Signing for receipt of shipping documents only confirms receipt of the material. If the client delivers prepress material digitally without a printed version of it, the supplier bears no responsibility for the result of the exposure. If the client provides digital files to the supplier, then 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 recording-ready models or files of formatted pages received from the client. Except for intentional and serious fault of the supplier, its personnel or subcontractors, difficulties or delays during production caused by problems with supplied materials will extend the delivery period and increase the price by the additional costs caused by these problems.
Article 16 – Materials of the client – Preservation.
The supplier is never obliged to keep the client’s materials. If the client wishes the supplier to retain production elements such as typesetting, filming, montages, cap forms, designs, drawings, diskettes, programs, digital (data) files, etc. belonging to the client, it shall agree this in writing with the supplier prior to the execution of the order. Storage is then at the risk of the client, who expressly releases the supplier from any liability in connection with such storage (including loss or damage), except in the event of intent or gross negligence on the part of the supplier.
Article 17 – Client Materials – 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 in whole or in part, and this for any reason whatsoever, except in the event of intentional, gross negligence on the part of the supplier, his personnel or subcontractors. The same applies to goods intended for the client. Custody fees are charged as of the date served on the principal. In default of payment on the agreed date, these goods will be allowed to be retained as security and pledge for the sums due.
Article 18 – Client materials – Insurance.
Upon written request, the supplier is willing to have all risks covered by insurance, the premium of which shall be borne by the client. This insurance only covers the repair of the damage to the equipment, but never any decrease in value that may result from this repair, nor any indirect damage, such as loss of profit.
Article 19 – Client Materials – Termination
The client may only deprive the supplier of the performance of an order of a periodic nature, i.e. an order with recurring partial orders, subject to compliance with the notice periods stipulated below. Notice of termination must be served by registered mail. In the event of non-compliance with the deadlines, the client shall compensate the supplier for all damages suffered and loss of profits during the non-compliance period.
– 3 months for an assignment of a periodic nature with an annual turnover of up to 7 500.00 EUR;
– 6 months for an assignment of a periodic nature with an annual turnover of up to EUR 25 000.00;
– 1 year for an assignment of a periodic nature with an annual turnover of EUR 25 000.00 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 deliver and invoice 5% (with a minimum of one hundred copies) more or less than the number of copies ordered. Of printed matter 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 will be settled at the price of additional copies.
Article 21 – Special requirements
All assignments are performed with the normally available resources. Special requirements such as lightfastness of the ink, suitability for foodstuffs, etc., must be specified 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 – Terms of delivery
The deadlines stipulated in writing at the time of the order shall first begin to run from the working day following the delivery of the necessary elements. The agreed delivery deadlines shall be extended at least to the extent to which the customer has defaulted in the submission of the necessary elements, as well as in the return of the corrected proofs and of 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 time, causes additional costs, these will be charged. Delivery takes place at the supplier’s facility. Packaging and transportation are at the client’s expense. The risk of the goods during such transportation shall be borne by the principal. In case of delivery on call, the invoice amount of the total order will be invoiced on the first delivery.
Article 23 – Cancellation
If at the request of the client, the order is canceled, invoicing will take place at the stage of execution of the order (wages, raw materials, subcontracting, etc.). The amount charged will consist of the costs incurred by the supplier, plus compensation for breach of contract amounting to 15% of the agreed price, with a minimum of EUR 75.00. In case of interruption of a given order because of the client’s late compliance with the documents submitted to him, after the lapse of one month the given order will be invoiced at its stage of execution as indicated above. If, at the request of the client, execution is temporarily suspended, provisional invoicing may take place at the stage of execution in which the order (wages, raw materials, subcontracting, etc.) is located.
rticle 24 – Payment
A deposit of 1/3 of the order amount may be requested at the time of ordering, the same deposit upon remittance of final corrected proofs or the “good for print” and the balance upon delivery. Bills, checks, mandates or receipts involve neither renewal nor deviation. In the event of invoicing for one or more deliveries in deduction of an order not yet fully delivered, the client may not invoke this to defer its payments until after the total delivery.
Article 25 – Due date
Invoices are payable no later than the due date at the supplier’s company. When an invoice is not paid on time, interest shall be due ipso jure and without notice of default 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 75.00. 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 request immediate payment of all other invoices not yet due and of all amounts, for which the supplier has granted deferred payment to the client. The supplier then also has the right to suspend the execution of ongoing contracts until the client has paid the advances 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 lien applies to all raw materials, documents, elements necessary for manufacturing, objects, merchandise, or supplies provided by the client to perform the order or performance and applies to all documents or items realized as a result of the order. The client shall become the owner of the goods sold only after the sums due have been paid in full. However, the risks that the goods may incur are the responsibility of 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 mail 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 8-day period begins to run from the date of the invitation to take delivery of the goods. Absent this, from the invoice date. If the supplier does not receive a complaint within this 8-day period, it shall have the effect that the client has fully accepted all goods. If the client uses part of the delivered goods or has them sent by mail to third parties or delivered to a distribution company for distribution, it implies that he has accepted the entire print run. Defects in any 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 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 regarding the invoice within this 8-day period, it is considered that the client agrees with the invoice.
Article 28 – Force majeure
Cases of force majeure and, more generally, all circumstances that prevent, redirect or delay the execution of the order by the supplier or, moreover, that cause an excessive aggravation of the fulfillment of the commitments entered into by him, relieve the supplier of any liability and allow him, as the case may be, either to shorten his commitments or to terminate the agreement or to suspend its execution, without being liable for any compensation. Are considered as such, among others: war, civil war, mobilization, riots, strike and lockout, both at the supplier and its suppliers, machine breakdown, computer virus or bug, fire, water damage, interruption of means of transportation, supply difficulties in raw materials, materials and energy and restrictions or prohibitions imposed by the government.
Article 29 – Liability
In case of error or poor performance, the supplier’s liability is limited exclusively to taking back the non-conforming copies, which will be settled at the price of the additional copies, and cannot give rise to any damages, except in case of intentional or serious error on the part of the supplier, its personnel or subcontractors. The supplier is never liable for the indirect damage inflicted on the client for example loss of profit. In any case, the supplier’s liability is limited to the amount of the contract, i.e. the amount the client would have paid if the work had been performed to the client’s satisfaction.
Article 30 – encroachment and non-encroachment
If any provision of these terms and conditions is declared invalid, illegal or 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 hereunder, shall never be considered a waiver of such provision and shall never affect the validity of these rights.
Article 31 – Authority
Any dispute relating to the conclusion, validity, interpretation or execution of this agreement and of the agreements derived therefrom shall be governed by Belgian law and shall belong to the exclusive jurisdiction of the courts of the territory in which the supplier’s company is located.