General terms and conditions of sale of Printing Company Ara nv

Professional practices and general conditions specific to screen printing and large format digital printing,

Prepared by FEBELGRA, Federation of the Belgian Graphic Industry asbl, member of the Federation of Belgian Enterprises, 31/03/2010.

General Terms and Conditions of Sale of Printing Company Ara nv, with registered office at 2280 Grobbendonk, Bouwelven 4, VAT number BE 0423.901.282.

General Provisions
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 who placed the order, supplier (Ara nv) is who accepted to execute the order.

Article 2- Sales proposal
The sales proposals of the supplier (Ara nv) are free of 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 after entering into production costs.

Article 3 – Orders
The sending 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 draft, entails the commitment to entrust to this supplier the execution of the work or to compensate him for the costs incurred.

Article 4 – Quotations
The quotation price applies only to the order mentioned in the quotation. Changes to the original quote data by the client will be taken into account. The font, as well as the layout, is freely chosen by the supplier in the absence of provision 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 5 – Indexation
When wages and/or the prices of raw materials 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 company that places an order with a request to charge it to third parties is held jointly and severally liable for its payment.

Article 7 – Copyright – Property rights
When the supplier (Ara nv) performs under any form a work 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. 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 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. Similarly, 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 was 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 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 the execution of the order. 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 reproduction rights of third parties, 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 contains the name of a publisher or intermediary, publicity agent or other.

Article 10 – Confidentiality clause
Each of the parties undertakes not to divulge or communicate, 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 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, i.e. even after the end of the contract.

Article 11 – Ownership of production elements
The production elements necessary to complete an order remain the property of the supplier who created them. However, ownership of these elements (for example, photographs, 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 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 regulating the modalities of use of these elements by the client.

Article 12 – Proof
At the client’s request, the supplier (Ara nv) shall provide a simple proof. Provided proofs in accordance with the final execution 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 (Ara nv) shall make the corrections indicated by the client, but shall not be liable for spelling, linguistic or grammatical errors not indicated. Changes to the original order of any kind (in the text, in editing or placement of illustrations, in the formats, in the colors, etc.) made in writing or in any other way by or on behalf of the client, will be charged to the client additionally and will extend the execution period. This also applies to machine downtime pending “good for print.” Changes given verbally, for example by telephone, shall be carried out at the client’s risk.

Article 14 – Good for print
The transmission 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 – Client’s Materials – Decision
If the Client places materials at the supplier’s disposal, they must be delivered on time (taking into account the order schedule), properly packed and carriage paid to the supplier’s premises. The signing for receipt of the transport documents 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. 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 deadline and increase the price by the additional costs caused by these problems.

Article 16 – Client’s materials – Preservation
The supplier is never obliged to preserve the client’s materials. If the client wishes the supplier to preserve production elements such as typesetting, films, montages, cutting forms, designs, drawings, diskettes, programs, digital (data) files, textiles, etc. of the client, he shall agree this in writing with the supplier before the execution of the order. Storage shall be at the client’s risk, who shall expressly release the supplier from any responsibility in connection with such storage (including loss or damage), except in the case of malicious damage or gross negligence on the part of the supplier. Screen printing frames are not kept.

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 intended for the client. Retention costs shall be charged as of the date served to the Client. In the absence of payment on the agreed date, these goods will be allowed to be retained as security and pledge for the sums due.

Article 18 – The client’s materials – Insurance
By written request, the supplier is prepared to have all risks covered by insurance, the premium for which is borne by the client. This insurance only covers the repair of damage to the material, but never any decrease in value which may result from this repair, nor any indirect damage, such as loss of profit, among others.

Article 19 – Periodic assignments – Termination
The Client may only withdraw from the performance of an assignment of a periodic nature, i.e. an assignment with recurring partial assignments, subject to compliance with the notice periods specified below. Notice of cancellation must be served by registered letter. In the event of failure to meet the deadlines, the client shall compensate the supplier for all damage suffered and loss of earnings during the period of non-compliance.
Notice period:
– 3 months for a periodic order with an annual turnover of up to 7500 EUR
– 6 months for a periodic order with an annual turnover of up to 25 000 EUR
– 1 year for a periodic order with an annual turnover of 25 000 EUR or more

Article 20 – Deviations
Delivering 10% less or more than the quantity ordered, depending on the size of the order, constitutes an accepted deviation. The over or under-delivered copies will be settled at the price of the additional copies. The complete conformity of the colors to be reproduced, as well as the complete invariability of the inks, the inking and the register, taking into account the support, are not guaranteed since they depend on the support. Deviations, inherent to the nature of the work to be performed, are expressly accepted by the client.

Article 21 – Special requirements
All orders are carried out 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 terms stipulated in writing at the time of the order shall begin to run only 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 Client has failed to deliver the necessary elements, as well as to return the corrected proofs and the “good for print”. If the delivery 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 shall take place at the supplier’s premises. Packaging and transportation shall be at the Client’s expense. The risk of the goods during such transport shall be borne by the Client.

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 charged 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. In the event of the interruption of a given order due to the client’s late compliance 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 stage of execution 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, checks, mandates or receipts do not entail either renewal or deviation. In case of invoicing of one or more deliveries in deduction of an order not yet fully delivered, the client cannot invoke this to defer his payments until after the total delivery.

Article 25 – Due date
Invoices are payable no later than the due date at the supplier’s premises. If 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. 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 the client a deferral of payment. The supplier shall then also have the right to suspend the execution of ongoing 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 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 shall be 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 mail at the latest within 8 days following 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. In the absence of 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 client 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 regarding the invoice within this 8-day period, the client shall be considered to have accepted the invoice.

Article 28 – Force majeure
Cases of force majeure, and more generally, all circumstances that prevent, reduce or delay the execution of the order by the supplier, or which cause an excessive increase in the fulfilment of the commitments made by him, relieve the supplier of any liability and allow him, as the case may be, either to reduce his commitments, or to cancel the agreement or to suspend its execution, without being liable for any compensation. The following, among others, shall be considered as such: war, civil war, mobilization, riots, strike and lockout, 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 and restrictions or prohibitions imposed by the authorities.

Article 29 – Responsibility
The responsibility of the supplier is limited to replacing the non-conforming part of the order or paying its equivalent. The supplier is never liable for the indirect damage inflicted on the client (for example, damage to textiles, loss of profit, etc.). In any case, the supplier’s liability is limited to the amount of the contract, i.e. the amount that the client would have paid if the work had been performed to the client’s satisfaction.

Article 30 – Jurisdiction
Any dispute relating to the conclusion, validity, interpretation or execution of this agreement and the agreements derived therefrom 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.