Terms & conditions

Article 1 – Definitions

The client is the party who placed the order; the supplier is the party who agreed to fulfil the order, namely ‘Zlab or Mikemuka’.

Article 2 – Proposals

The supplier’s quotations are non-binding and subject to an assessment of the documents to be reproduced and/or typeset. The supplier reserves the right to refuse an order. Before any reports, quotations and/or draft drawings are submitted to the client, a deposit shall be paid to cover the design costs. This deposit shall be deducted from the cost of the final order.

Article 3 – Order

The act of handing over production materials (raw materials, a model, a copy and/or digital files, ...) together with the request, without any explicit reservation regarding the provision of a proof or draft, constitutes a commitment to the supplier to entrust them with the execution of the work or to reimburse them for any costs incurred.

Article 4 – Offer

The price quoted is valid only for the work specified in the quotation. Any changes made by the client to the original quotation will be invoiced as an additional charge. All work will be carried out using raw materials that are normally available. Any specific requirements, such as the ink’s lightfastness, suitability for use in conjunction with foodstuffs, washability, adhesion properties, etc., must be communicated by the client at the time of the quotation request.

If these requirements are provided at a later date, this may result in a price adjustment. The client is obliged to provide the supplier with all information necessary and useful for the fulfilment of the order. The client shall carry out all necessary tests and checks regarding the use of the product. Quotations are always provided exclusive of tax, which remains the responsibility of the client. If the client is entitled to the reduced rate of VAT or to a VAT exemption, they must provide all necessary supporting documentation in this regard when placing the order. A quotation remains valid for one month for work to be carried out within three months. In the case of combined quotations, there is no obligation to carry out part of the work in return for payment of the corresponding portion of the total price.

Article 5 – Indexation

When wages and/or raw material prices rise, quotation prices are adjusted in accordance with the FEBELGRA indexation formula, which will be sent to the client on request.

Article 6 – Solidarity

Any individual or company that places an order and requests that it be invoiced to a third party is personally liable for payment, even if the supplier has agreed to this method of invoicing, and even if the third party has also signed the order.

Article 7 – Copyright – Economic rights

Where the supplier carries out, in any form whatsoever, work involving a creative activity within the meaning of copyright legislation, the rights arising from that creation, and in particular the right of reproduction, shall remain vested in the supplier and shall not be transferred to the client unless there is a specific written agreement (specifying the duration, the work, the format, the medium on which the reproduction is made, etc.) to that effect. On the basis of the aforementioned provisions, the supplier who creates a computerised system comprising data, images, a graphic tool, a template, etc. enjoys, in terms of copyright, the protection arising from the provisions of the Act of 30 June 1994 transposing into Belgian law the European Directive of 14 May 1991 on the legal protection of computer programmes. The agreement to assign copyright, and in particular the right of reproduction, must be in writing and express: it cannot be inferred from the fact that the creative activity was specified in the commission, nor from the fact that it is the subject of any special remuneration, nor, finally, from the fact that ownership of the physical medium or digital data relating to the copyright is transferred to the client. Unless there is a specific exclusivity agreement, the supplier may reuse an artistic creation produced by its services.

Article 8 – Copyright &

Copyright

The placing of an order for the reproduction of any material supplied by the client which is protected under intellectual property law implies that the client guarantees the existence of a right to reproduce such material for their own benefit. Consequently, the client automatically indemnifies the supplier against any dispute to which this right of reproduction may be subject (including defence in courts and tribunals and/or compensation payable to the copyright holder). Any dispute concerning reproduction rights shall suspend the performance of the work. In this context, should the placing of an order involve the client supplying digital media containing software and typefaces, the client shall indemnify the supplier, in particular regarding the source of acquisition of the software and typefaces and, more generally, against any dispute concerning the use of such software. The supplier shall under no circumstances be liable for any infringement of third-party rights. The client alone shall be liable.

Article 9 – Statement of the supplier’s name

The client may not object to the supplier’s name being mentioned, even if the work already mentions the name of a publisher, an intermediary, an advertising agent or others.

Article 10 – Ownership of

production inputs

The production materials required to complete the work shall remain the property of the supplier who created them. Ownership of these elements (for example, printing plates, films, floppy discs, all types of digital data storage media, etc.) may at any time be transferred to the client by express written agreement, subject to the provisions of Article 7. In such cases, however, where these production elements are in a form such that their use by the client would enable the creation of new works, the supplier reserves the right to retain the production tool it has created, unless there is an express written agreement setting out the terms and conditions of the user’s involvement.

Article 11 – Examination

At the client’s request, the supplier shall produce a single proof, such as a laser print, an imposition proof, a digital proof, a true-colour proof, or proofs on the production paper. All such proofs will be invoiced as an additional charge. If the client does not request a proof, the supplier shall under no circumstances be liable for the quality of the finished product.

Article 12 – Corrections

The supplier is obliged to make the corrections specified by the client in good time, but may not

shall in no way be held liable for any spelling mistakes, linguistic errors or grammatical errors that have not been highlighted. Any alteration to the original order of any kind whatsoever (to the text, the handling or placement of illustrations, formats, printing or binding, etc.) made in writing or by any other means, by or on behalf of the client, shall be invoiced as an additional charge and shall extend the completion time. This also applies to machine downtime whilst awaiting the ‘ready for press’ approval. Any changes communicated verbally, particularly by telephone, shall be carried out at the client’s own risk.

Article 13 – Final proof

The submission by the client of a duly dated and signed ‘proof for printing’ releases the supplier from any liability for errors or omissions that may be discovered during or after printing. The ‘proof’ remains the property of the supplier and shall serve as evidence in the event of a dispute.

Article 14 – Client’s equipment – Provision of equipment

If the client makes materials available to the supplier, these must be delivered on time (in accordance with the production schedule), carriage paid, and properly packed, to the supplier’s premises. Signing for receipt of the transport documents merely confirms receipt of the said materials. If the client supplies digital pre-press material without a printed version, the supplier shall not be held liable in any way for the outcome of the plate-making process. If the client makes digital files available to the supplier, it is the client’s

The supplier is also required to retain the original files and is responsible for the quality of these files. The supplier is not responsible for the typographical quality of print-ready templates or laid-out files received from the client. Except in cases of wilful fraud or gross negligence on the part of the supplier, any production difficulties or delays resulting from problems relating to the materials supplied shall extend the delivery time and increase the price in proportion to the additional costs attributable to the aforementioned problems.

Article 15 – Client’s Equipment – Storage

The supplier is under no obligation to store the client’s equipment. If the client wishes the supplier to store any items, this must be agreed in writing with the supplier before the order is carried out. Storage shall be at the client’s own risk, and the client hereby expressly releases the supplier from any liability relating to such storage.

Article 16 – The Client’s Equipment – Risks

All materials (originals, models, films, data media, etc.) entrusted by the client and held on the supplier’s premises shall remain there on the client’s behalf and at the client’s risk; the client hereby expressly releases the supplier from any and all liability whatsoever, including, but not limited to, liability for damage to or loss of such materials, whether total or partial, for whatever reason. The same applies to goods intended for the client. Unless otherwise agreed in advance, all storage costs shall be charged from the date notified to the client. In the event of non-payment by the agreed date, the goods shall be retained as security and as a pledge for the amounts due.

Article 17 – The Principal’s Equipment – Insurance

Upon written request, the supplier is prepared to cover all risks through insurance, the cost of which shall be borne by the client. This insurance covers only the costs of repairing damage to the equipment. Any resulting depreciation and indirect damage shall under no circumstances be covered by this insurance.

Article 18 – Periodicals – Notice period

The principal may not prevent the contractor from carrying out work of a periodic nature, that is to say, work

consisting of recurring partial works, subject to compliance with the notice periods set out below. Notice must be given by registered letter, taking effect upon receipt by the supplier. In the event of failure to comply with these notice periods, the client shall compensate the supplier for all losses incurred and loss of profit suffered during the period of non-compliance. Notice periods: • 3 months for periodic work representing an annual turnover of less than EUR 7,500; • 6 months for recurring work representing an annual turnover of less than EUR 25,000; • 1 year for recurring work representing an annual turnover of EUR 25,000 or more.

Article 19 – Tolerance

Upon delivery, a variation of 10 per cent above or below the quantities ordered is considered acceptable. Any excess copies will be invoiced at the rate for additional copies. Perfect colour matching, as well as the absolute consistency of inks, inking and register, taking into account the substrate, cannot be guaranteed. Any differences inherent to the nature of the work to be carried out are expressly accepted by the client.

Article 20 – Delivery Terms

The deadlines set out in writing at the time of the order shall commence on the working day following the provision of the necessary materials and, where applicable, payment of the deposit. The agreed delivery deadlines shall be extended by at least the duration of any delay caused by the client’s failure to provide the necessary materials or to return the corrected proofs or the ‘ready-to-print’ approval. If, at the client’s request, the fulfilment of the order incurs additional costs due to a shorter deadline than the agreed or standard one, these will be charged. Delivery shall take place at the supplier’s premises, with packaging and transport costs borne by the client. The client shall be liable for any risks to which the goods are exposed during transport.

Article 21 – Cancellation

If, at the client’s request, the order is cancelled or its fulfilment is suspended, invoicing shall be based on the current stage of the order’s fulfilment (wages, raw materials, subcontracting, etc.). The amount invoiced shall include the costs incurred by the supplier plus a contractual compensation amounting to 15 per cent of the order value. In all cases, a minimum amount of EUR 50 shall be charged. In the event of a stoppage in a particular job, due to the client’s delay in responding to the supplier’s requests, the work, in its current state of completion, shall be invoiced to the client as set out above after a period of one month, at which point the order shall be deemed cancelled.

Article 22 – Payment

When placing an order, a deposit of half the order total may be required, with a further deposit of the same amount payable upon receipt of the final corrected proof or ‘ready for printing’ approval, and the balance payable on delivery. Bills of exchange, cheques, money orders or receipts do not constitute a novation or a derogation from this clause. Where one or more deliveries are invoiced as part of a split order, the customer may not rely on this arrangement to defer payment until the time of the final delivery.

Article 23 – Maturity

Invoices are payable no later than the due date at the supplier’s premises. Failing this, they shall automatically and without formal notice incur late payment interest at the rate of 12 per cent per annum, as well as a fixed compensation amount equivalent to 15 per cent of the amount due, subject to a minimum of EUR 50.00. Such a failure to pay shall render all other invoices, even those not yet due, immediately payable and shall render null and void any payment terms that may have been granted by the supplier. In such cases, the supplier shall also be entitled to suspend the performance of any current contracts until full payment has been made.

Article 24 – Right of retention

The supplier retains a right of retention, until full payment of the price has been made, over all raw materials, documents, manufacturing components, items, goods or supplies provided to it by the client for the performance of a contract or service, and over all documents or items produced as a result of the fulfilment of an order. The client shall not become the owner of the goods sold until full payment of the amounts due has been made. Nevertheless, any risks to which the goods may be exposed shall be borne by the client as soon as they are ready for collection.

Article 25 – Complaints

Failing which the principal shall forfeit their right to make a claim; the principal must send any claim or dispute to the supplier by registered post within eight days of the first delivery of the goods. If the customer fails to take delivery of the goods, the eight-day period shall commence on the date of the invitation to take delivery of the goods or, failing that, on the date of invoicing. If the supplier does not receive a complaint within this eight-day period, the customer shall be deemed to have accepted all the goods. If the customer uses part of the goods delivered, has them sent by post to third parties or entrusts them to a distribution company, they shall be deemed to have accepted the entire consignment. Defects found in part of the goods delivered do not entitle the customer to reject the entire order. If the supplier does not receive a complaint regarding the invoicing of the goods within this eight-day period, the customer is deemed to have accepted the invoice.

Article 26 – Force Majeure

In the event of force majeure and, more generally, in any circumstances which prevent, reduce or delay the performance of the work by the supplier, or which result in an excessive burden on the supplier’s obligations, the supplier shall be relieved of all liability and may scale back its obligations, terminate the agreement or cancel its performance, without being liable to pay any compensation. Such circumstances include, amongst others: war, civil war, mobilisation, civil unrest, strikes, lock-outs, whether affecting the supplier or its co-suppliers, machinery breakdowns, computer bugs or viruses, fire, water damage, disruption to transport, difficulties in sourcing raw materials, materials and energy, as well as restrictions or prohibitions imposed by the authorities.

Article 27 – Liability

In the event of an error or poor finish, the supplier’s liability is limited to carrying out the required corrections or re-producing the defective image(s), and shall under no circumstances give rise to a claim for damages, except in the case of fraud or gross negligence. The supplier shall under no circumstances be held liable for any indirect losses suffered by the client, such as loss of profit. The supplier’s liability is, in any event, limited to the contract sum, i.e. the amount that would have been paid by the client had the supplier performed the service to the client’s satisfaction.

Article 28 – Delivery

Delivery shall take place at the supplier’s premises, with the costs of packaging and transport to be borne by the customer. The customer shall be liable for any risks to which the goods are exposed during transport.

Article 29 – Owner of the goods

The principal shall not become the owner of the goods sold until full payment of the amounts due has been made.

Nevertheless, any risks to which the goods may be exposed shall be borne by the principal as soon as they are made available to the principal.

Article 30 – Jurisdiction

Any dispute relating to the conclusion, validity, interpretation or performance of this contract and any contracts arising therefrom shall be governed by Belgian law and shall fall exclusively within the jurisdiction of the courts in whose jurisdiction the supplier’s business is established.