1. Applicability and acceptance of these conditions
The current General Terms and Conditions of Sale (hereinafter referred to as “Conditions”) govern all quotes, orders, contracts and deliveries between GEMF Development SPRL (who owns the pr4u brand hereinafter “supplier”) and its customers, inasmuch as no exemption is provided for in Special Conditions, which, as the case may be, can be agreed on an individual and written basis between the supplier and the customer. Should these Conditions not be provided in the customer’s mother tongue, this does not discharge him/her from the application and observance thereof. Every customer is deemed, on placing an order or signing an agreement with the supplier, to know and accept these Conditions, even if they do not correspond with his/her own conditions.
2. Quotes, orders and prices
1. The provision of artwork elements (images, texts, copy and/or digital files, etc.) with the request, without explicit reservation, to supply a design or text, implies a commitment to assign the job to the supplier.
2. All the supplier’s quotes are only valid temporarily (at most two months, unless a shorter term is specified on the quote).
3. Any order or assignment made by the customer commits the customer, but commits the supplier only after written reconfirmation or upon signature of a written agreement. The supplier reserves the right to refuse orders for the supply of goods or services without any form of justification, even if a quote relating thereto has already been provided.
4. The intermediaries, subcontractors, representatives, agents and employees of the supplier are in no way whatsoever authorised to confirm an order or assignment. Orders or assignments accepted by an agent or employee of the supplier are only valid after written confirmation by either the manager(s) of the supplier or by a person explicitly authorised to do so by said manager(s).
5. In no event may the customer cancel an order confirmed by the supplier in accordance with item 2.3, or an agreement made with the supplier for the supply of goods or services, unless with the supplier’s written and explicit permission. In case of a unilateral termination or suspension of an agreement by the customer, invoicing shall be commensurate with the progress of the order, increased by an additional conventional compensation of 10%, and at a minimum of 30% of the total price agreed for the order or assignment.
6. The supplier cannot be held liable for the non-performance of an order or assignment as a result of force majeure, including (without limitation) depletion of stock, non-delivery by suppliers of the supplier, loss of property or programming as a result of accidents, industrial action, fire, flooding, etc. Nor can the supplier be held liable if a service contract cannot be executed due to unavailability of the agents or employees of the supplier thereto assigned.
7. Prices are always exclusive of VAT, duties, transport cost, costs of additional packaging, taxes and other expenditure, unless these items are specifically indicated as included.
8. Quoted prices only apply to the tasks specified in the quote.
9. In case of compound quotes, there is no obligation to deliver part of the order at the corresponding part of the total price.
3. Delivery and dates/times of delivery
1. Dates or times of delivery indicated in quotes are for information only; they are thus not binding until the parties have explicitly agreed on them in writing. A delay in performance can under no circumstance give rise to penalties, damages or dissolution/termination of the agreement. Timely feedback on designs and additional questions during the production process as well as quick notification of possible difficulties on the part of the customer are essential conditions for on-time delivery.
2. The supplier reserves the right to make partial deliveries and, where appropriate, to invoice these partial deliveries separately.
4. Copyrights and intellectual property
1. Unless otherwise agreed between the parties, all intellectual property rights – including all forms of copyrights – on the jobs and services delivered by the supplier to the customer, shall automatically be transferred to the customer, without the supplier being able to make any claim thereto and without requiring any formal transfer. The supplier does, however, have the right, for promotional purposes, to refer to the delivered works or services by way of reference and/or in his/her portfolio.
2. The supplier is not responsible for infringements of intellectual property rights of third parties if he/she performed the assignment in good faith. Only the customer can be held liable in such cases. Any dispute relating thereto suspends the execution of the assignment.
5. Terms of payment
1. The supplier’s invoices are payable in cash and in full at the supplier’s registered office in Waterloo, at the latest 30 calendar days after the invoice date, unless otherwise specified on the invoice.
2. The invoiced amounts are payable net. All costs, including bank charges, are payable by the customer. Intermediaries, subcontractors, representatives, agents or employees of the supplier are in no way whatsoever authorised to collect the supplier’s invoices or to issue a valid receipt.
3. The amount of any invoice that is not settled by the due date is increased, by operation of law and without notice of default, by 10% of the owed amount, with a minimum of 50.00 EUR by way of fixed compensation. The amount thus increased, by operation of law and without notice of default, yields interest to the amount of 1% on a monthly basis as from the due date of the invoice.
4. In case of non-payment of an invoice by the due date, the supplier also reserves the right, without notice of default, to suspend all further deliveries and services, even if they relate to other projects than those invoiced.
5. If the invoice is, at the customer’s request, made out to a third party, both the customer and the third party are jointly and severally liable vis-à-vis the supplier, who under no circumstance gives his/her consent for the customer’s debt to be transferred.
1. Any disputes fall exclusively under the jurisdiction of the courts of the judicial district/department or the subdistrict where the supplier’s registered office is established.
2. Any disputes relating to the contractual relationships between the customer and the supplier are exclusively governed by Belgian law.