General Terms and Conditions
CONCLUSION OF A CONTRACT
Our General Terms and conditions govern any and all Befre®’s sales and service supplies and apply to all Befre®’s quotes, tasks, commitments, agreements and deliveries relating thereto and prevail over any other terms and conditions, including those of the customer even if sent last. No derogation from these General Terms and Conditions shall be allowed without Befre®’s prior written consent.
If the customer supplies Befre® with production components such as raw materials, models, copies and/or original files, etc. and requests that a test and/or a project be provided, the customer commits himself to entrusting Befre® with the execution of any order, should the aforesaid test and/or project be conclusive, and/or to compensating all costs and expenses incurred by Befre®.
Our quotes are indicative, valid for 30 days, subject to the availability of any required raw material or finished product in stock, and do not include any and all state charges (taxes, fees, tariffs, etc.) usually borne by the customer. Orders submitted directly by the customer or noted by our representatives are subject to the acceptance of Befre® and will be valid only upon receipt of a written confirmation by Befre®.
In case of combined quotes, Befre® is not required to provide a part of the order against payment of the corresponding part of the total price.
Any customer who places an order and requests our invoice(s) to be addressed to a third party shall be jointly and severally liable for the payment of the entire invoiced amount(s) .
INTELLECTUAL PROPERTY RIGHTS -‐ MENTION OF THE NAME ‘BEFRE®’
The customer attests that it is owner of or has full rights in any intellectual property used in the performance of an order. Befre® cannot be held responsible for any violations of intellectual or industrial property rights held by third parties, nor their consequences. The customer shall indemnify and hold Befre®, its officers, agents and employees harmless from any and all losses, expenses, damages, liabilities, claims or demands either at law or in equity for actual or alleged infringement of any intellectual property rights. If a claim is upheld in a court of competent jurisdiction the customer shall also reimburse Befre® for any defense costs. Any dispute regarding such rights suspends the execution of the work, all costs of which will be charged to the customer.
The customer grants and agrees to grant Befre® with the irrevocable, royalty-free, worldwide, perpetual right to represent and/or reproduce any product photo on its website or sales brochures. Befre® is also entitled to put its name/mark on all products, even if they already mention the name of an editor, intermediary, an advertising agent or other third parties.
COMPOSITION, BEFRE®’S EQUIPMENT, TEST AND SAMPLE APPROVAL
Except otherwise agreed in writing, the character type, graphics, layout, design or others shall be freely chosen by Befre®, which may not be held liable for the typographic quality of the ready for press models or the layout files received from the customer.
If the customer provides Befre® with (graphic) material, it must be delivered on time, at the customer’s expense, in accordance with the production schedule, prepaid, duly packed, sent to our head office and/or any other location designated by us. The signing for receipt of the transport documents confirms only the receipt of the materials.
If the customer provides digital prepress equipment without a printed version, Befre® may not be held responsible for the print result and/or plotting.
If the customer places computer files at our disposal, the customer is required to retain the original files and is responsible for the quality of these files.
Any difficulty or production delay resulting from issues with any materials provided by the customer may lead to an increase of the delivery lead-times and prices.
Upon request by the customer, Befre® will provide a simple test, such as a printout or affixing test. Any advanced proofs, amongst others a faithful color reproduction and/or onto copying material will be charged extra. If the customer does not request a proof, Befre® will not be held responsible for its quality.
Befre® will make reasonable efforts to correct any errors in composition and hyphenation upon the customer’s request, but cannot be held responsible for these and/or other spelling, linguistic or grammatical errors.
Any changes made to the original order in any manner whatsoever (design, pattern, text, handling, placement of illustrations in the format, print job, binding, etc …) shall be requested in writing or on behalf of the customer. In case of Befre®’s acceptance, these changes will be charged extra and will extend the delivery deadline. The same applies to machine downtime pending the final print order.
The confirmation by a “ready for press” or “sample approval” dated and signed by the customer, exempts Befre® of any responsibility for errors or omissions noted during or after printing/manufacture. The print order remains our property and will serve as proof in case of dispute.
ELEMENTS OF PRODUCTION AND CONSERVATION
The conservation of production elements (compositions, films, edits, cuts, designs, drawings or material) is performed at the risk of the customer who expressly and irrevocably exempts Befre® from liability for the conservation (including loss or damage).
The production lead-time set by the customer and accepted by Befre® starts running on the business day following the delivery of all the elements necessary for the execution of the order, including the “sample approval” (signed agreement).
Neither party hereto shall be liable for failure to perform or for delay in performance resulting from any cause beyond its reasonable control, including without limitation : war, civil war, mobilization, disturbances, strikes, act of authority, act of government, lock-‐outs, delays caused by the shipping company (boat or plane) both of Befre® and its co-‐suppliers, machine breakdown, fire, flood, failure of the contracting parties, interruption of the transfer means, supply problems for raw materials, materials and energy, as well as restrictions or prohibitions imposed by the authorities.
The customer agrees not to withdraw the execution of work of a periodic nature (involving recurrent partial work) unless notice is served by registered letter with a reasonable notice period on Befre® and with compensation for all costs, expenses, damages and loss of earnings incurred.
The customer agrees to customary tolerances at 10% in terms of quantities and dimensions. BeFre® commits to invoice the exact delivered quantity based on the agreed unit price.
The orders will be executed with the normally available raw material, unless the Parties agree on specific requirements (i.e. unalterable inks, hygiene standards). Additional requirements transmitted after the original order may incur a price and delivery lead-time adaptations.
The perfect color match, as well as the perfect constancy, permanence and invariability of the inks, the inking and the spotting is not guaranteed. No warranty is given for the resistance of inks to “UV” rays. Therefore, the differences inherent to the type of work carried out are expressly accepted by the customer.
COMPLAINTS AND RESPONSIBILITY
All complaints or claims shall be sent by registered mail to the head office of Befre® within eight days of delivery. Otherwise, the customer is deemed as having accepted all the goods.
If the customer uses a part of the delivered goods, sends them to third parties or entrusts them to a distribution company, he is considered as having accepted the entire print run. Any defects identified on a portion of the delivered goods do not justify the refusal of the entire delivery.
Befre®’s liability is limited to the recovery and repayment of nonconforming items. These remedies provided herein are customer’s sole remedies for any failure of Befre® to comply with its obligations. The recovery and repayment shall constitute complete fulfilment of all the liability of Befre®. Except as set forth herein, Befre® shall not be liable in contract, in tort (including Befre®’s negligence or strict liability) or otherwise for damage or loss of other property, loss of profits or revenue, load loss, loss of use of equipment, cost of capital, cost of purchased or temporary equipment, claims of customers of customer or for any special, indirect, incidental, consequential or punitive damages whatsoever. The remedies of customer set forth herein are exclusive and the liabilities of Befre® with respect to any claims of customer arising from the services and/or goods sold under these General Terms and Conditions or any order or anything done in connection herewith such as the performance thereof, or from the manufacture, sale, delivery or resale or use of any part covered by or furnished under any order, whether in contract, in tort (including Befre® negligence or strict liability) or otherwise, are limited to the remedies set forth herein.
MATERIALS OF THE CUSTOMER -‐ RISK
The goods will be delivered free carrier at the place designated by the customer.
BeFre® assumes no liability for accidents or damage to persons, vehicles, boats, buildings, plants and goods (non-‐exhaustive list).
Unless otherwise agreed in writing, all deposit fees will be borne by the customer. In case of non-‐payment by the due date, the goods will be retained as guarantee and the delivery lead-time will be suspended, without prejudice to any other rights.
PAYMENT -‐ TERMINATION – JURISDICTION
The payment of a deposit equal to a third of the total amount may be requested, as well as similar deposit upon receipt of the sample approval and the balance upon delivery. Bills, checks, warrants or receipts do not constitute any novation or derogation to this clause.
From the due date, each unpaid invoice shall be increased by full right and without prior notice, by a default interest of 11.50% per annum and by a contractual compensation set at 12.50% of the amount to be paid on the due date, with a minimum of € 100.00.
In this case, all other invoices will be immediately due and Befre® will have the right to suspend the execution of existing contracts until receipt of the full payment.
If the order is canceled or if the execution is suspended by the customer, the invoice will be based on the progress of execution of the order (salaries, raw materials, subcontracting, etc.). In case of suspension, the amount will be increased by a conventional compensation payment of 10%, except if greater damage is demonstrated. The cancellation of an order by the customer gives us the right to a lump sum of 20% of the purchase price, in addition to any storage costs or others.
The transfer of ownership takes place after full payment of the amounts due. The charge of risks incurred by loss or destruction or damage to goods or caused by the customer will be borne by the customer as soon as the goods are made available.
An order may be terminated at any time by Befre® in the event that:
- The customer is in default under any of the provisions of these General Terms and Conditions or is delinquent in the payment of its account and fails to cure such default or delinquency within fifteen (15) days after written notice thereof, or
- The customer becomes insolvent, or if there are instituted by or against the customer proceedings in bankruptcy or under any insolvency law or for reorganization, receivership, or dissolution, or if the customer shall make an assignment for the benefit of any or all of its creditors.
If for any reason any provision of these General Terms and Conditions or of an order is held to be invalid, illegal or unenforceable, such provision shall be deemed to be modified to the minimum extent necessary to make such provision consistent with applicable law, and enforceable there under, and the remaining provisions of these General Terms and Conditions and of the order shall not be affected and shall remain in full force and effect.
Any question, claim or issues linked to the execution of these General Terms and Conditions and/or any order shall be, initially, handled in an amicable way. Only in those instances where parties have exhausted all routes to resolve their issues, the parties accept to have any disputes resolved in front of the Brussels Courts.
These General Terms and Conditions and/or any orders and any claim, controversy or dispute arising under or relating thereto (whether sounding in contract, tort, or otherwise) shall be governed by and construed and enforced in accordance with the internal substantive laws of Belgium, but excluding the United Nations Convention on Contracts for the International Sale of Goods and excluding choice of law principles, which might otherwise be applicable.
No amendment or modification of these General Terms and Conditions or of an order or waiver of any of the provisions herein contained shall be binding on either party unless the same is in writing and signed by an authorized representative of each party.
The data of the customer, his staff and representatives (surname, first name, image, profession, function, home or residence, landline and mobile numbers, fax numbers, e-mail address, languages and areas of specialization), communicated to Befre® by virtue of a pre-contractual or contractual relationship, are encoded in the computer files and internal documents of Befre®.
The processing of these data by Befre®, as controller, is intended to allow the setting up of a business relationship and the execution of its contractual commitments. Failure to provide such data would prevent the cooperation of the parties.
The recipients of this data are exclusively staff members and representatives of Befre®.
The data collected is kept for the duration of the contractual relationship and a period of ten (10) years starting at the end of the calendar year in which the contractual relationship ended.
Each person whose data is processed by Befre® has the right to consult these data, which will be sent to them in a clear, concise and understandable format, and in the event of inaccurate information, has the right to correct and/or complete them. Each data subject also has the right to request the limitation of the processing of his data and to receive his data for transmission to another data controller in the cases provided for in Articles 18 and 20 of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Finally, the data subject has the right to request the deletion of his data when the processing thereof is no longer necessary for the execution of the agreement or in the cases referred to in Article 17 of the aforementioned Regulation.
In order to exercise the above rights, the data subject may send a written request by email to the following email address (email@example.com). The request of this person must be accompanied by a photocopy of both sides of his identity card in accordance with Article 12 of the aforementioned Regulation.
The data subject may lodge a complaint concerning the exercise of his rights before the Data Protection Authority, rue de la Presse, 35, B-1000 Brussels; Tel: 02 274 48 00 ; www.autoriteprotectiondonnees.be; firstname.lastname@example.org