1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: means the person, firm or company who purchases the Goods from Prints4Business by Customizid ;
Contract: means any contract between Prints4Business by Customizid and the Buyer for the sale and purchase of the Goods, incorporating these conditions;
Delivery Point: means the place where delivery of the Goods is to take place under condition
Files: means the files to be emailed, uploaded, sent to Prints4Business by Customizid incorporating the work to be carried out by Prints4Business by Customizid in the requested form or other such format as maybe set out on the Website or order forms from time to time;
File Verification Service: means a service provided by Prints4Business by Customizid which checks the Files submitted by the Buyer to ensure such Files are in a Print Ready Format and will not contain any defects;
Goods: means any goods agreed in the Contract to be supplied to the Buyer by Prints4Business by Customizid (including any part or parts of them);
Order: means the Buyers formal order for the purchase of Goods from Prints4Business by Customizid setting out in detail the quantity and value of the order, details of any services required and any other specific Buyer requests;
Order Cancellation Fee: means the fee applicable from time to time in respect of cancelled orders, prior to the issue of an Order Confirmation;
Order Confirmation: means the email or other written document (normally a PDF) communicated to the Buyer confirming the details of the Order, the Goods and Services ordered, together with the price, shipping and invoice details;
Print Ready Format: means the Files to be submitted to Prints4Business by Customizid to be in form which allows Prints4Business by Customizid to commence the Order without any further reference to the Buyer, which includes but is not limited to the Files being complaint with bleed and colour (mode and profile) requirements, layers, labelling, data format and other such requirements as maybe set out on the Website from time to time;
Services: means the File Verification Service and other printing related services which the Buyer has requested Prints4Business by Customizid to provide;
Website: means the Prints4Business by Customizid website available at www.prints4business.com.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
1.6 Information about us
Prints4Business by Customizid
3,Rue Abbé Cuypers 88
B-1040 Brussels
Belgium
email: info@prints4business.com
telefon: +32465275736
Application of terms and formation of Contract
2.1 Subject to any variation under condition the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These terms and conditions apply to all Prints4Business by Customizid sales and any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a managing director of Prints4Business by Customizid . The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Prints4Business by Customizid which is not set out in the Contract. Nothing in this condition shall exclude or limit Prints4Business by Customizid liability for fraudulent misrepresentation.
2.4 Each Order or acceptance of a quotation for Goods by the Buyer from Prints4Business by Customizid shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No Order placed by the Buyer shall be deemed to be accepted by Prints4Business by Customizid until an Order Confirmation is issued by Prints4Business by Customizid or (if earlier) Prints4Business by Customizid delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its Order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until Prints4Business by Customizid confirms the Order through the Order Confirmation to the Buyer. Any quotation is valid for a period of 7 days only from its date, provided that Prints4Business by Customizid has not previously withdrawn it.
2.8 Prints4Business by Customizid have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting Prints4Business by Customizid business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Prints4Business by Customizid system´s capabilities.
2.9 The Buyer will be subject to the policies and terms and conditions in force at the time that the Buyers orders Goods from Prints4Business by Customizid , unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Buyer), or if Prints4Business by Customizid notify the Buyer of the change to those policies or these terms and conditions before Prints4Business by Customizid send the Buyer the Dispatch Confirmation (in which case Prints4Business by Customizid have the right to assume that the Buyer has accepted the change to the terms and conditions, unless the Buyer notify Prints4Business by Customizid to the contrary within seven working days of receipt by the Buyer of the Goods).
2.10 The Contract between Prints4Business by Customizid and the Buyer will only be formed when Prints4Business by Customizid sends the Buyer an Order Confirmation.
2.11 The Buyer must provide 3 months written notice to terminate any Contract which involves any element of regular/periodic work.
2.12 Description
2.12.1 The quantity and description of the Goods shall be as set out in Prints4Business by Customizid ´s Order Confirmation.
2.12.2 All samples, drawings, descriptive matter, specifications and advertising issued by Prints4Business by Customizid and any descriptions or illustrations contained in Prints4Business by Customizid ´s Website, catalogues or brochures are displayed, issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
2.13 Avoiding problems
2.13.1 The Buyer shall ensure that any Files submitted to Prints4Business by Customizid are in a Print Ready Format and complies with all printing requirements as set out in the Website. Prints4Business by Customizid will not inspect the Files or any other documentation submitted by the Buyer in respect of the purchase of Goods unless the File Verification Service has been requested.
2.13.2 The Buyer acknowledges and agrees that Files uploaded from a system which views files through an RGB format will not produce the same colour effects or depth of colours as those of Prints4Business by Customizid who use a CMYK format. The Buyer therefore accepts the Goods and Services irrespective of the results which may be produced by the different formats stated above.
2.13.3 Any amendments to the Order after the Order Confirmation has been sent shall only be considered in accordance with the Website guidelines and will be subject to any additional costs in accordance with clause and as may be communicated to the Buyer by Prints4Business by Customizid or as displayed on the Website.
2.13.5 Prints4Business by Customizid are under no obligation to communicate in any other way at any point from when the Order is placed up until delivery of the Goods has been made and the Contract has been completed.
2.14 Delivery
2.14.1 Unless otherwise agreed in writing or as stated in the Order Confirmation by Prints4Business by Customizid , delivery of the Goods shall take place at Prints4Business by Customizid ´s place of business. In such circumstances the Buyer shall take delivery of the Goods within 14 days of Prints4Business by Customizid giving it notice that the Goods are ready for delivery.
2.14.2 Any dates specified by Prints4Business by Customizid for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates or times are so specified, delivery shall be within a reasonable time.
2.14.3 Subject to the other provisions of these conditions Prints4Business by Customizid shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Prints4Business by Customizid ´s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 30 days.
2.14.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Prints4Business by Customizid is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Prints4Business by Customizid ´s negligence); b) the Goods shall be deemed to have been delivered; c) Prints4Business by Customizid may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, redelivery costs, storage and insurance); and d) Prints4Business by Customizid may dispose of the Goods, without prejudice to any payment obligations placed upon the Buyer under this Contract.
2.14.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
2.14.6 If Prints4Business by Customizid delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by Prints4Business by Customizid , the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate. Such shortages include spoilage, start-up sheets, adjustment copies for further processing machinery, production related cuttings of the upper and lower sheets, which are not removed.
2.14.7 Prints4Business by Customizid may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
2.14.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
2.15 Non-delivery
2.15.1 The quantity of any consignment of Goods as recorded by Prints4Business by Customizid on despatch from Prints4Business by Customizid ´s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
2.15.2 Prints4Business by Customizid shall not be liable for any non-delivery of Goods (even if caused by Prints4Business by Customizid ´s negligence) unless the Buyer gives written notice to Prints4Business by Customizid of the non-delivery within 7 days of the date on when the Goods would in the ordinary course of events have been received by the Buyer.
2.15.3 Any liability of Prints4Business by Customizid for non-delivery of the Goods shall be limited to:
a) replacing the Goods within a reasonable time; or b) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods; or c) refunding the Buyer for the pro rata Contract rate against any invoice raised for such Goods.
2.16 Risk / title
2.16.1 The Goods are at the risk of the Buyer from the time when the Goods are transferred to a carrier for delivery or if the Buyer requests a delay in delivery the risk shall transfer when the Goods are ready for delivery.
2.16.2 Ownership of the Goods shall not pass to the Buyer until Prints4Business by Customizid has received in full (in cash or cleared funds) all sums due to it in respect of:
a) the Goods; and b) all other sums which are or which become due to Prints4Business by Customizid from the Buyer on any account.
2.16.3 Prints4Business by Customizid shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Prints4Business by Customizid .
2.16.4 The Buyer grants Prints4Business by Customizid, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer´s right to possession has terminated, to recover them.
2.17 Price, payment, cancellations, charges and refunds
2.17.1 Unless otherwise agreed by Prints4Business by Customizid in writing, the price for the Goods and/or Services shall be the price set out in Prints4Business by Customizid ´s Quotation as at the date of Order Confirmation except in cases of obvious error.
2.17.2 The Order Confirmation will set out whether the price for the Goods includes or excludes any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance.
2.17.3 Prices are liable to change at any time, but changes will not affect Orders in respect of which Prints4Business by Customizid have already sent an Order Confirmation to the Buyer.
2.17.4 The Prints4Business offer contains a large number of Goods and it is always possible that, despite Prints4Business by Customizid best efforts, some of the Goods listed on Quotations may be incorrectly priced. In the case of error Prints4Business by Customizid are under no obligation to provide the Goods to the Buyer at the incorrect (lower) price, even after Prints4Business by Customizid have sent an Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Buyer as a mis-pricing.
2.17.5 Fortheir 3 first orders to Prints4business, New buyers will have to pay the 100% of their Order Invoice at the confirmation of the order. Other buyers will have to pay according the terms which will mentioned on the quotation and Invoice.
2.17.6 Payment in respect of an Order is due immediately once the Buyer has received the Order Confirmation and/or the Invoice within 48 hours of such message/notice being sent by email to the Buyer. Prints4Business by Customizid will not commence the works until payment of the price set out in the Order Confirmation has been paid in full or in the terms of the Quotation and Invoice.
2.17.7 Payment for all Goods can be by bank transfer or third party payment system provider such as Paypal subject to these terms and conditions.
2.17.8 The following fees will be charged when payment is made by bank transfer or through a third party service provider:
a) Bank transfers will incur a flat rate charge of €0.00 (including VAT); b) Third party service provider payments will incur a minimum charge of €6.00 (including VAT at the prevailing rate of 21%) or 3% (depending on the size of the Order) of the gross value of the Goods and Services purchased
2.17.9 Prints4Business by Customizid may request payment upfront if it deems appropriate in the circumstances to do so. This may be linked to the credit worthiness of the Buyer.
2.17.10 Where payment is made through a third party service provider and a dispute occurs between the Buyer and Prints4Business by Customizid which leads to a refund being made by the third party service provider to the Buyer, the Buyer should note that Prints4Business by Customizid reserves the right to pursue the Buyer through the courts (where appropriate and if necessary) for payment of the sums refunded by the third party service provider.
2.17.11 Prints4Business by Customizid will not process an Order until payment has been received according to the terms on the Quotaion or Invoice.
2.17.12 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Prints4Business by Customizid to the Buyer.
2.17.13 If the Buyer fails to pay Prints4Business by Customizid any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Prints4Business by Customizid on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Belfius Bank Belgium accruing on a daily basis until payment is made, whether before or after any judgment. Prints4Business by Customizid also reserves the right to claim interest under the Late Payment of Commercial Debts (Interest).
2.17.14 Charges for attempting re-delivery of Goods shall be the standard delivery charges of Goods subject to any additional costs which may be incurred as a result of Prints4Business by Customizid in attempting re-delivery.
2.17.15 Refunds will only be processed in accordance with these terms and conditions and any requirements as may be set out by email
2.18 Quality
2.18.1 Prints4Business by Customizid warrants that (subject to the other provisions of these terms and conditions) on delivery the Goods shall:
a) be of satisfactory quality within the meaning of the Sale of Goods; b) be reasonably fit for purpose.
2.18.2 Prints4Business by Customizid shall not be liable for a breach of any of the warranties in condition unless: a) the Buyer gives prompt written notice of the defect to Prints4Business by Customizid , and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and b) Prints4Business by Customizid is given a reasonable opportunity to examine such Goods in accordance with time limit specified in clause .
2.18.3 Prints4Business by Customizid shall not be liable for a breach of any of the warranties in condition if the defects relate to slight deviations in colour reproductions or other such minor and non material issues to the Goods.
2.18.4 Subject to condition and condition , if any of the Goods do not conform with warranties in condition Prints4Business by Customizid shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Prints4Business by Customizid so requests, the Buyer shall, return the Goods or the part of such Goods which is defective to Prints4Business by Customizid . Prints4Business by Customizid shall have no further liability.
2.18.5 If Prints4Business by Customizid complies with condition it shall have no further liability for a breach of any of the warranties in condition in respect of such Goods.
2.19 Limitation of liability
2.19.1 Subject to condition , condition and condition , the following provisions set out the entire financial liability of Prints4Business by Customizid (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
a) any breach of these conditions, including any deliberate breach of these conditions by a party, or its employees, agents or subcontractors; b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
2.19.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the law in Belgium, excluded from the Contract.
2.19.3 Nothing in these conditions excludes or limits the liability of Prints4Business by Customizid
a) for death or personal injury caused by Prints4Business by Customizid ´s negligence; or b) for any matter which it would be illegal for Prints4Business by Customizid to exclude or attempt to exclude its liability; or c) afor fraud or fraudulent misrepresentation.
2.19.4 Subject to condition and condition: a) Prints4Business by Customizid ´s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and b) Prints4Business by Customizid shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. c) Prints4Business by Customizid may also provide links on the Website to the websites of other companies, whether affiliated with Prints4Business by Customizid or not. Prints4Business by Customizid cannot give any undertaking, that goods, services, the Buyer purchase from third party sellers through the Website, or from companies to whose website Prints4Business by Customizid have provided a link on the Website, will be of satisfactory quality, and any such warranties are DISCLAIMED by Prints4Business by Customizid absolutely. This DISCLAIMER does not affect the Buyer statutory rights against the third party seller. Prints4Business by Customizid will notify the Buyer when a third party is involved in a transaction, and Prints4Business by Customizid may disclose the Buyer’s customer information related to that transaction to the third party seller.
2.20 Intellectual property rights
2.20.1 Unless the Buyer states in writing otherwise, the Buyer hereby authorises Prints4Business by Customizid to use and send out copy samples of the Buyers Goods to third parties for marketing and promotional purposes.
2.20.2 The Buyer undertakes to defend Prints4Business by Customizid from and against any claim or action that the use or possession of any of the Files or Goods or any part of them infringes the intellectual property rights of a third party (IPR Claim) and shall fully indemnify and hold harmless Prints4Business by Customizid from and against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against Prints4Business by Customizid as a result of or in connection with that IPR Claim. The indemnity contained in clause shall remain in full force and effect notwithstanding any termination of this agreement.
2.20.3 Where Prints4Business by Customizid has provided creative services on behalf of the Buyer included but not limited to graphic designs, pictures, artwork, text marks, layouts the Buyer acknowledges and agrees that Prints4Business by Customizid shall be the owner of such intellectual property and shall be under no obligation to provide Goods with the same graphic designs, pictures, artwork, text marks in any future Orders. Prints4Business by Customizid will consider any reasonable offer made by the Buyer to purchase such intellectual property from Prints4Business by Customizid .
2.20.4 Complaints If the Buyer receives the Goods and is not satisfied with the Goods and wishes to make a complaint to Prints4Business by Customizid , Prints4Business by Customizid must receive the requested number of samples and other documentation (as set out in the complaints procedures on the Website) within 14 days of the Buyer receiving the Goods otherwise complaints will not be processed by Prints4Business by Customizid .
3. Import duty
3.1 If the Buyer orders Goods for delivery outside the Belgium, the Buyer may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. Please note that Prints4Business by Customizid have no control over these charges and cannot predict their amount. The Buyer should contact the Buyer’s local customs office for further information before placing an order for the purchase of Goods.
3.2 The Buyer must also comply with all applicable laws and regulations of the country for which the Goods are destined. Prints4Business by Customizid will not be liable for any breach by the Buyer of any such laws.
3.3 Assignment
3.3.1 Prints4Business by Customizid may assign the Contract or any part of it to any person, firm or company.
3.3.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Prints4Business by Customizid .
3.6 Force majeure
3.6.1 Prints4Business by Customizid will not be liable or responsible for any failure to perform, or delay in performance of, any of Prints4Business by Customizid obligations under a Contract that is caused by events outside Prints4Business by Customizid reasonable control (Force Majeure Event).
3.6.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Prints4Business by Customizid reasonable control and includes in particular (without limitation) the following:
a) Strikes, lock-outs or other industrial action. b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war. c) Fire, explosion, storm, flood, earthquake, bad weather subsidence, pandemic, epidemic or other natural disaster. d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport. e) Impossibility of the use of public or private telecommunications networks. f) The acts, decrees, legislation, regulations or restrictions of any government.
3.3.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and Prints4Business by Customizid will have an extension of time for performance for the duration of that period. Prints4Business by Customizid will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Prints4Business by Customizid obligations under the Contract may be performed despite the Force Majeure Event.
3.10 Written communications
Applicable laws require that some of the information or communications Prints4Business by
Customizid send to the Buyer should be in writing. When using the Website, the Buyer accepts
that communication with Prints4Business by Customizid will be mainly electronic
Prints4Business by Customizid will contact the Buyer by e-mail to provide the Buyer with
information. For contractual purposes, the Buyer agrees to this electronic means of
communication and acknowledges that all contracts, notices, information and other
communications that Prints4Business by Customizid provide to the Buyer electronically comply
with any legal requirement that such communications be in writing. This condition does not affect
the Buyers statutory rights.
4. General
4.1 Each right or remedy of Prints4Business by Customizid under the Contract is without prejudice to any other right or remedy of Prints4Business by Customizid whether under the Contract or not.
4.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
4.3 Failure or delay by Prints4Business by Customizid in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
4.4 Any waiver by Prints4Business by Customizid of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
4.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) by any person that is not a party to it.
4.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Belgium law, and the parties submit to the exclusive jurisdiction of the Belgium courts.
Date Issued: 22.02.2015
