BUSINESS PRACTICES AND GENERAL CONDITIONS SPECIFIC FOR FORMPRINTERS

Drawn up by FEBELGRA (the Fédération Belge des Industries Graphiques asbl - Federation of the Belgian Printing and Allied Industries), affiliated to the Federation Belgian Compagnies 5FBC), based on the business practices and general conditions prevailing in printeries.

GENERAL PROVISIONS

Unless otherwise expressly stipulated in writing, all deliveries, recommendations, performance of work and agreements shall be subject to the general conditons and business practices mentioned below.

Art 1
The Client is the party who places the order, and the supplier is the party who agrees to execute the order.

BIDS AND ORDERS

Art 2
The sending to a supplier of production elements (raw materials, models, copies and/or computer files, etc.) with the request, without express reservation, to supply a proof or draft, brings with it the commitment to entrust the work to this supplier or to compensate him for the costs incurred.

Art 3
The bids of the supplier are free of commitment and are subjet to sale or adequate stocks. In the event that the salaries and/or the prices of the raw materials increase, the bid prices are reviewed according to the FEBELGRA indexation formula which shall be sent to the Client upon first request. The bids are always drawn up exclusive of taxes, which in all cases are borne by the Client. Unless otherwise expressly stipulated, the period of validity of a bid is 14 days.

Art 4
In the case of combined price bids, there is no obligation to supply a part of the order against the corresponding part of the total price. The commitments undertaken by our agents or our representatives shall be binding upon us only after written confirmation. The supplier reserves the right to demand payment guarantees from the Client, also during the period of execution of orders. In the event of any refusal, he reserves the right to suspend or cancel wholly or partially the execution of the order.

REPRODUCTION RIGHTS AND USE OF THE SUPPLIER’S NAME

Art 5
Any person or company that places an order with request to charge the same to third parties is personally responsible for the payment tereof, even if the supplier has given his agreement to this mode of invoicing, except in cases where the third party has co-signed the order form..

Art 6
In consideration of the legal provisions governing artistic and industrial property and unfair competition, all models, sketches, punches, compositions, graphic creations, interpretations, formats, software applications, etc., using any techniques whatsoever, that are created by the supplier shall remain his sole property and may not be forged or reprinted. Any reproduction or imitation thereof in any form whatsoever and by any process whatsoever without the prior authorization of the eligible shall constitute forgery or unfair competition. The supplier is nos responsible for infringements of the reproduction rights of third parties if he executed the printing or production order in good faith. Only the Client is liable. Any dispute regarding reproduction rights suspends the performance of the order.

Art 7
If the law so requires, the Client may oppose the use of the supplier’s name, even if the name of a publisher or intermediary, advertising agent or other parties already appear on the printed work.

Art 8
The lettertype and the layouts are chosen freely by the supplier. The supplier is not responsible for the typographic quality of the print-ready models or files of any completed pages which he receives form the Client.

TYPESETTING, MATERIALS OF THE SUPPLIER, PROFFS AND “ READY FOR PRESS ”

Art 9
Any compositions, plates, punches, drafts, drawings, photographs, films, software applications, etc. created by and/or for the supplier, whether invoiced or otherwise, shall be an integral part of the equipment of the latter, and the Client, unless otherwise agreed, shall not be entitled to require delivery of the same before or after the supply of the work. In the event that the Client places materials at the disposal of the supplier, such materials must be delivered on time (taking account of the production schedule) to the premises of the supplier, properly packaged and carriage paid. The signing for receipt of the transport documents confirms only receipt of the materials. In the event that the Client sends prepress materials in a digital form without a printed version thereof, the supplier does not bear any responsibility whatsoever for the results of the exposure. In the event that the Client places computer files at the disposal of the supplier, he must store the original files himself and he is responsible for the quality of such files. With the exception of malicious damage and professional negligence on the part of the supplier, his personnel or his subcontractors, 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 arising from such problems.

Art 10
The supplier shall provide a proof in duplicate. Any additional proofs and proofs in true colours requested by the Client shall be charged to him. A proof signed by the Client shall be deemed as ready-for-press and conditions the execution of the work.

Art 11
The supplier assumes responsibility for the correction of the errors attributable to him, that is, errors that do not modify the text of the copy or model. He may under no circumstances be held liable for spelling mistakes or linguistic or grammatical errors. Any changes whatsoever to the original order made in writing or in any other manner by or in the name of the Client, shall be charged to the Client as a supplement and shall extend the deadline. This also applies in the case of machine downtime pending the “ ready for press ”. Any changes made verbally or by telephone shall be carried out at the risk of the Client.

Art 12
The sending by the Client of a duly and signed “ ready for press ” discharges the supplier of any liability for the errors or omissions that come to light during or after the printing. The “ ready for press ” remains the property of the supplier and serves as documentary evidence in the event of a dispute.

STORAGE

Art 13
In the event that the Client wishes the supplier to store production elements such as compositions, films, montages, cutting forms, drafts, drawings or digital/computerized supports, he shall agree this in writing with the supplier before the execution of the order. Such items are stored at the risk of the Client who expressly discharges the supplier of any liability in connection with such storage (including loss or damage), except in the case of malicious damage or professional negligence on the part of the supplier. Offset-printing masters are not stored.

DELIVERY DEADLINES

Art 14
The periods of performance stipulated in writing at the time of placing of 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 of delays attributable to the Client. 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 understaken by him discharge the supplier from any liability and allow him either to reduce his commitments, to breach the agreement or to cancel 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, mobilization, riots, strike and lockout, either on the premises of the supplier or on the premises of his suppliers, breakdown of machinery, fire, water damage, breakdown of means of transport, diffficulties with supplies of raw materials, materials and power and restrictions or prohibition imposed by the authorities. When at the request of the Client the execution of an order within a shorter period than the agreed period of execution gives rise to additional costs, such costs shall be charged to him.

TOLERANCES

Art 15
As the supplier is held to comply with the general conditions prevailing in the paper industry, such conditions shall also apply to the Client. These conditions stipulate the following tolerances that shall be accepted by the Client :

a) the quantity delivered may differ from the quantity ordered :
- by 20% for quantities less than or equal to 5,000 copies ;
- by 10 % for quantities less than or equal to 100,000 copies ;
- by 5 % for quantities less than or equal to 500,000 copies ;
- by 3 % for quantities greater than 500,000 copies ;

b) a tolerance of 8 % (greater or less) on the imposed micrometric thickness of the paper or card ;

c) a tolerance of 5 % (greater or less) on the metric weight according to the nature of the paper or card ;

d) a tolerance on the width of the coils of 1 % (greater or less) ;

e) slight differences in colour, purity, smoothing, glazing, look-through and glueing, in particular of the front in relation to the back of the sheet, including when differences appear in the different parts of the same production batch.

In the event hat the Client imposes a quantity to be delivered, a meric weight or a maxiumu or a minimum micrometric thickness that appear only in one direction may be as much as twice the tolerances specified in paragraphs a), b), c) and d) above.

Art 16
In the event of an relating to the printing of multiple forms, the marking of the different patterns may exhibit the following tolerances :
- 1 mm in width ;
- 1,5 mm in height.

Art 17
All orders are executed with the normally available raw materials. Special requirements such as laser printing, inkjet printing, the use of small dot matrix printers, etc. shall be stipulated by the Client at the time of the price request. In the event that such requirements are stipulated at a later date, this may result in a price adjustment. Total consistency of the colours to be reproduced, the perfect unalterability of the inks and the perfect unalterability of the inking and of the register cannot be guaranteed. Any derogations specific tot the nature of the work to be executed shall be accepted expressly by the Client.

Art 18
The tolerances and the differences referred to in articles 15,16 and 17 may result in a price increase insofar as the nature of the products is such that the finishing is complicated or particulary difficult. The differences in quantites delivered (greater or less) shall be taken into account in the unit price.

COMPLAINTS AND RESPONSIBILITY

Art 19
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 first delivery of goods. In the event that the Client does not take reception of the goods, the period of 8 days starts from the date of the invitation to receive the goods, or otherwise from the invoice date. In the event that the supplier does not receive any complaint within the period of 8 dyas, it shall be considered that the Client has accepted all the goods. If the Client uses part of the goods delivered or has them dispatched to third parties by post or for distribution to a distribution company, it shall be considered that he has accepted the entire run. Any nonconformities affecting part of the delivered goods do no entitle the Client to refuse the entire dispatch. The supplier is not liable for any indirect damage to the Client, for example for loss of profit.

Art 20
The responsibility of the supplier is limited to replacing or refunding the nonconforming part of the order. Delivery/Materials of the Client-risks

DELIVERY

Art 21
The provisions relating to carriage-paid dispatches apply to the “ normal ” delivery conditons. By “ normal ” delivery conditions, we mean deliveries made to the ground floor of a building at a maximum distance of 50 m from the parking area of the vehicle used for the delivezy by one single person using a manual pallet truck. In the event of the invoicing of an amount less than 7000 BEF or 173.53 EUR (exclusive of VAT), an additional charge of 750 BEF or 18.59 EUR for post and packaging shall be invoiced.

Art 22
All materials (paper, films, information supports, etc.) which are entrusted to the Client and are on the premises of the supplier shall remain for the account and at the risk of the Client, who expressly discharges 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 goods which are intented for the Client. Unless otherwise agreed in advance, all the storage costs are charged from the date notified to the Client.

PAYMENT - JURISDICTION

Art 23
At the time of the order, advance payment of 1/3 of the amount to be paid may be demanded, the same advance payment after receipt of the “ ready for press ” and the balance upon delivery. Bills, cheques, warrants or receipts do not constitute any novation or derogation to this clause. Interest at the legal rate plus 2 % shall be charged ipso jure and without notice of default from the due date on any unpaid invoice. If the invoice is not paid in principal and interest within 15 days after the sending of a registered letter, the amount outstanding shall be increased by additional compensation for damages conventionally set at 20 % of the amount payable on the due date with a minimum of 5000 BEF. In the event of the non-payment of an invoice at its due date, the period granted for all invoices of which the payment has not been made by the due date shall expire. All invoices shall therefore be payable forthwith. Any agreements in progress shall expire ipso jure. Failing payment by the agreed date, the goods shall be stored as surety and pledge for the amounts due.

Art 24
Unless expressly stipulated otherwise, in the event of delivery on demand, the invoice amount of the total order shall be invoiced upon first delivery. In the event of an order on demand, all storage costs and all other related costs shall be charged to the Client.

Art 25
In the event that the order is cancelled at the request of the Client or the execution is cancelled at the request of the Client or the execution is suspended, the invoicing shall be carried out at the stage of progress of the order (salaries, raw materials, subcontraction, etc.) This amount shall be increased by an additional conventional compensation payment amounting to 15 %.

Art 26
The Client only becomes owner of the purchased goods once the complete amounts 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
Without any exception, all disputes shall be referred to the courts of the territory in which the company of the supplier is located.