PROFESSIONAL PRACTICES AND GENERAL TERMS AND CONDITIONS SPECIFIC TO THE GRAPHIC DESIGN AGENCY
Compiled by Febelgra, Federation of the Belgian Graphic Industry, and member of the Federation of Enterprises in Belgium.
These general terms and conditions and professional practices apply to all our quotations, work assignments, contracts and deliveries. Deviations from these conditions are only possible by written agreement.
Art. 1 – The client is the party that has placed the order; the supplier is the party that has accepted to carry out the order.
Art. 2 – For a quotation request that is not followed by an order, a fixed amount of €12.50 for quotation costs can be charged.
Providing the supplier with production elements (raw materials, models, copies, magnetic tape, floppy disk or any data carrier whatsoever) with the request for a proof or design, without express reservation, constitutes a commitment to entrust the assignment to the supplier or to compensate him for the costs incurred.
Art. 3 – The supplier’s sales proposals are non-binding and subject to sale or sufficient stock. If wages and/or the price of raw materials rise, the prices in the quotation shall be reviewed according to the Febelgra indexation formula, which will be supplied at the client’s initial request. Quotations are always compiled without specifying any taxes, which are always borne by the client. A quotation remains valid for one month for an assignment to be carried out within three months, unless otherwise agreed.
Art. 4 – A quotation comprising several parts does not involve a commitment to supply part of the assignment at an agreed part of the full price.
REPRODUCTION RIGHTS AND INCLUSION OF THE SUPPLIER’S NAME
Art. 5 – The client who gives out a printing or reproduction job is deemed to be authorised as such. He bears, if appropriate, jointly with his principals and to the exclusion of the supplier, all the responsibility to third parties.
Art. 6 – The copyright of the sketches, drawings, lithographs, photos, software, models and such designed or created by the supplier, shall remain with him, also if the client has placed an order on it.
The reprint or copying under any form whatsoever and by means of any procedure whatsoever, when it is performed without prior consent of the right holder, is a deed of copying or unfair competition.
The release or charging by the supplier of typesetting, designs, drawings, photos, films, software, etc. does not per se, subject to express and prior agreement, form an infringement on the foregoing.
Art. 7 – Typesetting, designs, drawings, photos, films, computer files, software, die cutting frames, etc. created by or commissioned by the supplier, are part of the material of the latter. The client cannot, unless provided otherwise, before or after delivery of the work, demand the release thereof.
If the client provides material to the supplier it must be properly packaged and delivered to the supplier’s company premises in a timely fashion (taking the order schedule into account). The client bears the risk and the costs for the transfer of the material to the place of destination. Signature of the transport documents for receipt only confirms receipt of the material. With the exception of malicious damage and professional negligence on the part of the supplier, his personnel or his subcontractors, the risk for the problems shall still be borne by the client. Any difficulties or delay during production caused by problems with supplied materials shall extend the deadline and increase the price by the amount of the additional costs incurred by such problems.
Art. 8 – The client may not oppose the inclusion of the supplier’s name, even if the name of a publisher, intermediary, publicity agent or others already appear on the matter.
PROOFS ET READY FOR PRESS
Art. 9 – The supplier is free to select the font and layout in the absence of any decision by the client.
Art. 10 – The client only receives a proof or a revision if he has requested so. Every proof or revision shall be charged for.
Art. 11 – The supplier must perform the corrections indicated by the client, i.e. those which do not imply changes to the copy or the model. Changes to the original order, whatever their nature, (to the text, to the spelling or style of writing of the text, in the manner of typesetting, editing or positioning of illustrations, to formats, in the print or the finish, etc.) in writing or any other manner by or on behalf of the client, shall be invoiced to the client as a surcharge and extend the production deadline. This also applies to machine downtime while waiting for your ‘ready for press’. Changes submitted verbally, for example by telephone, will be carried out at the client’s risk. The supplier is in no case responsible for any delay in the delivery arising from changes applied to the initial order.
Art. 12 – The transfer of a signed and dated ‘ready for press’ by the client releases the supplier from any liability for errors or omissions discovered during or after printing. The ‘ready for press’ remains the property of the supplier and shall serve as evidence in the event of a dispute.
Art. 13 – Unless otherwise agreed, the supplier is never obliged to store client materials such as designs, compositions, drawings, photos, films, montages, cutting forms, diskettes, programs, digital (data) files, etc. When the storage is agreed, it leads to a surcharge calculated in proportion to the importance of the used auxiliary goods, the duration of their storage and the related extra works. The storage of the production means holds no guarantee that those can be put back into use.
Art. 14 – The deadlines stipulated in writing at the time of placing the order shall only start from the working day following the handing-over of the necessary elements. The agreed delivery deadlines are extended at least to cover the period during which the client has failed to deliver the necessary elements or to return the rectified proofs and the ‘ready for press’.
Cases of force majeure and, more generally, all circumstances which hinder, scale down or delay the execution of the order by the supplier or which result in extraordinary difficulty with regard to the performance of the commitments undertaken by him, discharge the supplier from any liability and allow him, according to the case in question, either to reduce his commitments or to cancel the agreement or to suspend the execution thereof, it being understood that he shall not be held to pay any compensation for damages. The following, among others, shall be considered as such: war, civil war, mobilisation, riots, strike and lockout, either on the premises of the supplier or on the premises of his suppliers, breakdown of machinery, IT virus or bug, fire, water damage, breakdown of means of transport, difficulties with supplies of raw materials, materials and power and restrictions or prohibition imposed by the authorities.
PERIODIC ASSIGNMENTS – TERMINATION
Art. 15 – The client may only discontinue the execution of an order of a periodic nature, i.e. an order involving recurrent partial orders, by respecting the advance notice of cancellation stipulated below. The notice of cancellation must be served by registered letter. In the event of failure to respect the deadlines, the client shall compensate the supplier for all damages incurred and loss of profits during the period of non-fulfilment. Notice periods:
– 3 months for an order of a periodic nature with an annual turnover of EUR 7,500
– 6 months for an order of a periodic nature with an annual turnover up to EUR 25,000
– 1 year for an order of a periodic nature with an annual turnover of EUR 25,000 or more.
Art. 16 – Since the supplier has to comply with the general terms and conditions of his suppliers, the tolerances provided are also applicable towards the client. Those latter are sent at the first request. The delivery of 5 to 10% less or more than the ordered quantity forms, depending on the size of the order, an accepted degree of deviation. Any deficient or excess quantities delivered shall be settled at the price of the additional quantities.
Art. 17 – All of the orders will be executed with the normally available raw materials. The client must state any special requirements such as colourfastness of the ink, suitability for foods, glueability, washability, etc. on submitting the request for a quotation. If information about them is provided afterwards, this may lead to an adjustment of the price.
The client is obliged to provide the supplier with all information that is necessary or could be useful for the performance of the assignment. The client shall perform the necessary tests and checks before the assignment is confirmed.
Deviations in colour reproduction, ink composition, inking and register that are inherent to the nature of the work must be explicitly agreed by the client.
COMPLAINTS AND LIABILITY
Art. 18 – Under penalty of loss of rights, the client shall send any complaint or protest by registered letter to the supplier at the latest within 8 days following receipt of the delivery of goods.
In the event that the client does not take receipt of the goods, the period of 8 days starts from the date of the invitation to receive the goods or any equivalent document. Failing this, from the invoice date.
In the event that the supplier does not receive any complaint within this period of 8 days, it shall be considered that the client has accepted all the goods in full. If the client uses part of the goods delivered, it shall be considered that he has accepted the entire run: any nonconformities affecting part of the delivered goods do not entitle the client to refuse the entire dispatch. Subject to the application of the law regarding the liability for defective products, the supplier is never liable for any indirect damage to the client, for example: loss of profit.
Art. 19 – The responsibility of the supplier is limited to the take-back of non-conforming products, which are settled against the price of the additional products.
CLIENT MATERIALS – RISK
Art. 20 – Unless otherwise agreed, takes place at the supplier’s premises. Packaging and transport shall be borne by the client. Risks to the goods during transport shall be borne by the client.
Art. 21 – All compositions, drawings, photos, films, colour selections, digital files, cutting forms and all goods which are entrusted to the client and are on the premises of the supplier shall remain for the account of and at the risk of the client, who expressly releases the supplier from any responsibility whatsoever, including in the event of damage or loss, whether partial or whole, for any reason whatsoever, except in the case of malicious damage, professional negligence on the part of the supplier, his personnel or his subcontractors or if the aforementioned custody is one of the main services of the agreement. This also applies in the case of works, deliveries or goods that are intended for the client.
Unless otherwise agreed, the storage costs are charged starting from the date notified to the client.
In the event of non-payment by the agreed date, any such works, deliveries, goods or other objects may be retained as guarantee and pledge for the outstanding amounts.
PAYMENT – COMPETENCE
Art. 22 – At the time of the order, a deposit of 1/3 of the amount to be paid may be requested, a further similar deposit after receipt of the final ‘ready for press’ may be requested and the balance upon delivery.
Payment of the invoices is due by the due date at the supplier’s company at the latest.
Bills, cheques, warrants or receipts do not constitute any novation or derogation.
If an invoice is not paid by the due date, the outstanding debt shall be increased by additional compensation for damages conventionally set at 15% of the amount payable on the due date with a minimum of 50 EUR
Art. 23 – In the event of delivery on call, the invoice amount of the total order shall be invoiced upon first delivery.
Art. 24 – In case of non-payment on the due date of one invoice, for all invoices of which the payment has not been settled before the due date the allowed term shall expire. All these invoices are claimable immediately. This is without prejudice to the application of article 22. Every contract in force shall automatically lapse.
Art. 25 – In the event that the order is cancelled at the request of the client or the execution is suspended prematurely, the invoicing shall be carried out according to the stage of progress of the order (salaries, raw materials, subcontracting, etc.).
The calculated amount shall be increased with a conventional compensation payment of 15%.
Art. 26 – The client only becomes owner of the goods sold once the complete amounts due have been paid in full. However, the risks to which the goods may be exposed shall be borne by the client as soon as such goods are placed at his disposal.
Art. 27 – All disputes shall be referred to the sole competence of the courts of the territory in which the company of the supplier is located.