1. SCOPE
These general terms and conditions apply to all supplies and services provided by POP SOLUTIONS, unless agreed otherwise in writing and without prejudice to any particular terms and conditions agreed separately.
They shall take precedence over the client’s terms and conditions of purchase.
2. ORDERS – QUOTES – MODIFICATIONS – ADDITIONS
2.1 Only written quotes issued by POP SOLUTIONS shall be valid. Quotes shall be valid for a period of 30 days. Contracts shall only be drawn up once POP SOLUTIONS has accepted a client’s order.
2.2 Any modifications to the content or form of a project submitted to a client that are not due to a fault on the part of POP SOLUTIONS shall be considered ‘author’s corrections’ and any costs incurred shall be borne by the client. Any additional work shall be charged to the client.
3. REPRESENTATION
POP SOLUTIONS shall be validly represented by a director or manager. The client shall be validly represented by the signatory of the purchase order.
4. OWNERSHIP
4.1 POP SOLUTIONS shall remain the sole holder of the intellectual property rights to its creations and solutions. POP SOLUTIONS’ creations and solutions may only be used by the client within the framework of the agreements concluded with POP SOLUTIONS and only within Belgium.
4.2 All supplies, creations or solutions of any kind shall remain the property of POP SOLUTIONS until the corresponding price has been paid in full.
4.3 Even if they are not covered by intellectual property rights, all technical work and data, including die cut forms and printing plates, developed by POP SOLUTIONS with a view to producing its creations/products shall remain the property of POP SOLUTIONS and may not be copied or disseminated to third parties, even if the client has contributed to the associated costs.
5. PRICES
The prices invoiced by POP SOLUTIONS are exclusive of tax and in euro. The client shall bear any exchange rate risks and carriage and delivery costs.
6. DEADLINES
Only those deadlines specified in writing by POP SOLUTIONS shall be binding. However, these deadlines shall be extended in the event of (1) force majeure, (2) changes to the order made by the client, (3) delays in the provision of information and/or documents by the client and (4) late payment.
7. RISKS – LIABILITY
7.1 Transport risks shall be borne exclusively by the client.
7.2 Printing plates, films, files and other printing materials belonging to the client shall be accepted by POP SOLUTIONS at the client’s risk. Unless expressly requested otherwise in writing by the client, POP SOLUTIONS reserves the right to destroy these materials six months after the service has been provided.
7.3 The client shall be liable for the work ordered. POP SOLUTIONS shall not be liable for any infringement of copyright or any other third-party rights in respect of the texts or creations requested or approved by the client.
8. PAYMENT
8.1 POP SOLUTIONS’ invoices must be paid at POP SOLUTIONS’ registered office within 30 days of the invoice date.
8.2 Should the client request that an invoice be sent to a third party, the client shall remain jointly and severally liable for payment, without the benefit of division or discussion.
8.3 The issue of bills of exchange or the granting of payment deferrals shall not novate the amounts owed.
9. LATE PAYMENTS
If payment has not been made by the due date, the amount of each invoice issued by POP SOLUTIONS shall be increased, ipso jure and without prior notice, by a standard, fixed and irreducible penalty of 15% and conventional interest for late payment at the rate of 1% per month of delay commenced.
10. TERMINATION – CANCELLATION
10.1 Should the client terminate the contract, it shall owe POP SOLUTIONS all costs incurred, in particular sub-contracting costs, and all the profit that POP SOLUTIONS could have expected to make from the execution of the contract. This profit shall be fixed at a flat, irreducible rate of 30% of the order amount, without prejudice to POP SOLUTIONS’ right to demonstrate that the loss incurred is greater than this amount.
10.2 In the event of an open-ended contract or ongoing business relationship between POP SOLUTIONS and the client, either party may only terminate the contract or the ongoing business relationship by giving six months’ notice by registered letter.
11. JOINT AND SEVERAL LIABILITY
If there is more than one client, they shall be held jointly and severally liable for their various obligations and shall be presumed to have waived the benefits of division and discussion.
12. COMPLAINTS
Complaints shall only be accepted if they have been sent to POP SOLUTIONS by registered letter within eight days of the execution of the contract.
13. OBLIGATIONS
POP SOLUTIONS met tout en œuvre en vue de satisfaire à ses obligations contractuelles et aux attentes de son client. Elle ne peut toutefois être tenue que d’une obligation de moyens.
14. JURISDICTION AND APPLICABLE LAW
POP SOLUTIONS shall make every effort to fulfil its contractual obligations and the expectations of its client. However, it shall only be bound by an obligation of means.
Belgian law shall apply.
15. LEGAL INFORMATION
Name: POP SOLUTIONS
Registered office: Avenue de Tervueren 402, BE-1150 Woluwe-Saint-Pierre
VAT no.: BE 0888.070.632
Legal form: S.A. (public limited company)
Register of legal entities: Nivelles
1. SCOPE
These general terms and conditions apply to all supplies and services provided by POP FACTORY, unless agreed otherwise in writing and without prejudice to any particular terms and conditions agreed separately.
They shall take precedence over the client’s terms and conditions of purchase. By placing an order, the client acknowledges that it has read and accepted these terms and conditions.
2. ORDERS – QUOTES – MODIFICATIONS – ADDITIONS
2.1 Only written quotes issued by POP FACTORY shall be valid.
Quotes shall be valid for a period of 30 days.
Contracts shall only be drawn up once POP FACTORY has accepted a client’s order.
2.2 Any modifications to the content or form of a project submitted to a client that are not due to a fault on the part of POP FACTORY shall be considered ‘author’s corrections’ and any costs incurred shall be borne by the client. Any additional work shall be charged to the client.
2.3 Submission of the ‘OK to Print’ shall release POP FACTORY from any liability for errors or omissions that are discovered before or after the work has been carried out.
3. GOODS
3.1 The client shall allow the following tolerances above or below the quantities ordered:
– Fewer than 500 copies: 20%
– Between 500 and 999 copies: 15%
– Between 1,000 and 4,999 copies: 10%
– 5,000 copies and above: 5%
These quantities apply to one format, one print, one quality, one model, one processing procedure and one delivery.
3.2 Owing to the automation of production processes, defects are technically impossible to prevent, so the parties agree to accept a tolerance for defects not exceeding 1% of the copies supplied.
3.3 Goods that cannot be delivered owing to a fault on the part of the client shall be stored in the warehouse at the client’s risk. A storage charge of 2% per month shall be levied on such goods as soon as they are placed in storage, with the amount being due in full for any month started. POP FACTORY also reserves the right to store the goods in a warehouse at the client’s disposal and expense should POP FACTORY have given notice by registered letter and not received a response within eight business days of the date of issue.
4. REPRESENTATION
POP FACTORY shall be validly represented by a director or manager. The client shall be validly represented by the signatory of the purchase order.
5. OWNERSHIP
5.1 POP FACTORY shall remain the sole holder of the intellectual property rights to its creations and solutions. POP FACTORY’s creations and solutions may only be used by the client within the framework of the agreements concluded with POP FACTORY and only within Belgium.
5.2 All supplies, creations or solutions of any kind shall remain the property of POP FACTORY until the corresponding price has been paid in full. In the meantime, the client shall consequently not be entitled to resell the goods or to give them as securities to third parties.
5.3 Even if they are not covered by intellectual property rights, all technical work and data, including die cut forms and printing plates, developed by POP FACTORY with a view to producing its creations/products shall remain the property of POP FACTORY and may not be copied or disseminated to third parties, even if the client has contributed to the associated costs.
5.4 Plans, drawings, models, printing projects and so on not covered by an order shall be invoiced or returned as required by POP FACTORY. In any event, they shall remain the property of POP FACTORY and may not be reproduced.
6. PRICES
The prices invoiced by POP FACTORY are exclusive of tax and in euro. The client shall bear any exchange rate risks and carriage and delivery costs. Sales prices are net, ex works and exclusive of VAT; they are provided for information purposes. They may be revised by simple notice by POP FACTORY in the following cases:
This list is not exhaustive.
7. DEADLINES
The lead times given by POP FACTORY are indicative. They shall in any event be extended in the event of (1) force majeure (including machine breakdowns, lack of power or energy, strikes, fires, floods, etc.), (2) changes to the order made by the client, (3) delays in the provision of information and/or documents by the client and (4) late payment.
POP FACTORY shall not be liable for any loss or damage resulting from any delivery delays.
8. RISKS – LIABILITY
8.1 The goods are sold ex works. Transport and shipment risks shall be borne exclusively by the client, even if the goods have been sold with carriage paid.
8.2 Printing plates, films, files and other printing materials belonging to the client shall be accepted by POP FACTORY at the client’s risk. Unless expressly requested otherwise in writing by the client, POP FACTORY reserves the right to destroy these materials six months after the service has been provided.
8.3 The client shall be liable for the work ordered. POP FACTORY shall not be liable for any infringement of copyright or any other third-party rights in respect of the texts or creations requested or approved by the client.
9. PAYMENT
9.1 POP FACTORY’s invoices shall be payable in cash at its registered office.
9.2 Should the client request that an invoice be sent to a third party, the client shall remain jointly and severally liable for payment, without the benefit of division or discussion.
9.3 The issue of bills of exchange or the granting of payment deferrals shall not novate the amounts owed.
10. LATE PAYMENTS
If payment has not been made by the due date, the amount of each invoice issued by POP FACTORY shall be increased, ipso jure and without prior notice, by a standard, fixed and irreducible penalty of 15% and conventional interest for late payment at the rate of 1% per month of delay commenced.
Should the amounts due still not be paid, POP FACTORY shall be entitled to cancel all contracts concluded and orders in progress. Furthermore, failure to pay an amount on the due date shall automatically result in all amounts due becoming payable.
11. TERMINATION – CANCELLATION
11.1 Should the client terminate the contract, it shall owe POP FACTORY all costs incurred, in particular sub-contracting costs, and all the profit that POP FACTORY could have expected to make from the execution of the contract. This profit shall be fixed at a flat, irreducible rate of 30% of the order amount, without prejudice to POP FACTORY’s right to demonstrate that the loss incurred is greater than this amount.
11.2 In the event of an open-ended contract or ongoing business relationship between POP FACTORY and the client, either party may only terminate the contract or the ongoing business relationship by giving six months’ notice by registered letter.
12. JOINT AND SEVERAL LIABILITY
If there is more than one client, they shall be held jointly and severally liable for their various obligations and shall be presumed to have waived the benefits of division and discussion.
13. COMPLAINTS
Complaints shall only be accepted if they have been sent to POP FACTORY by registered letter within eight days of the execution of the contract. Should the goods supplied be non-compliant or defective, POP FACTORY’s liability shall be limited to replacing, within a normal timeframe, the part of the delivery that is the subject of the complaint, without compensation of any kind being due, regardless of the consequences of the non-compliant or defective goods delivered. Lodging a complaint shall under no circumstances entitle a client to refuse to pay the invoices due.
14. OBLIGATIONS
POP FACTORY shall make every effort to fulfil its contractual obligations and the expectations of its client. However, it shall only be bound by an obligation of means.
15. JURISDICTION AND APPLICABLE LAW
The courts within whose remit the registered office of POP FACTORY falls shall have sole jurisdiction.
Belgian law shall apply.
16. LEGAL INFORMATION
Name: POP FACTORY
Registered office: Rue du Bosquet 41, BE-1402 Nivelles
VAT no.: BE 0401.832.594
Legal form: S.A. (public limited company)
Register of legal entities: Nivelles