General conditions of sale

Art.1. Denomination

These general conditions apply to the VISUAL IMPACT group. Are part of the VISUAL IMPACT group, the public limited company D.K.D. and SRL Copy Sim.

Art.2. Application terms

Unless otherwise stipulated in writing confirmed by us, all our offers, all orders (accepted by us), all VISUAL IMPACT works, regulations or contracts are subject to these general conditions, notwithstanding any customer conditions which may be contrary to or different from them. By placing an order, the customer declares that he agrees without reservation to these general conditions.

Art. 3. Consulting

These general conditions can be communicated on request, by electronic means or by post. They are also accessible on the VISUAL IMPACT group website – www.visualimpact.be

Art. 4. Offers

All our offers are made without obligation and subject to sale or within the limit of stocks. The prices and other characteristics appearing in the catalogues, prospectuses, circulars, advertisements and price lists are purely indicative and are subject to revision in the event of increases in the prices of materials or wages and social charges. The submission by the client of a project, drawing or digitization implies the commitment to entrust us with the execution of the work or in any case, to compensate us for the research costs incurred. All projects, models and drawings established by VISUAL IMPACT remain its property subject to strict reservation of all rights of reproduction or use. Any artistic model created by VISUAL IMPACT cannot be reproduced or imitated.

Art. 5. Orders

Orders, regardless of how they are transmitted to us, are binding on the customer. They only bind us from the moment they are confirmed by us in writing. This also applies to orders, works, agreements, regulations or agreements entered into or made by agents, representatives and other intermediaries. Any errors in the execution of requests made by telephone or orally, including in particular additions, modifications and/or deletions, which have not been the subject of written acceptance on our part, are the responsibility of and customer risk. The proof release releases the printer from liability: it must be attached to the proof. The printer does not undertake to carefully proofread the proof bearing the proof.

Art. 6. Delivery

Delivery times are given for information only. VISUAL IMPACT declines all responsibility for any delays in delivery due to third parties (suppliers and subcontractors or serious and unforeseeable events). Deliveries are made at the risk and peril of the customer, postage and packing costs being at his expense. The delay in delivery cannot, under any circumstances, give rise to the cancellation of the order. The customer is required to accept variations in the quantities delivered in more or less, which may vary between 5 and 10% depending on the size of the order. He cannot claim any compensation or supplement if the supply is less than 5 to 10% depending on the size of the order.

Art. 7. Liability

With regard to reproduction, a certain tolerance is allowed in terms of sharpness, rendering of tones and colors. Deviations inherent in the nature of the work are tolerable in execution and must be admitted. VISUAL IMPACT cannot be held liable for damage caused to documents entrusted to VISUAL IMPACT. Photographs, projects, drawings, photos, films and any goods belonging to the customer, whether paid for or not, found in VISUAL IMPACT's workshops, are at the risk and peril of the customer, thereby releasing VISUAL IMPACT from any liability. The same applies to the work performed and the goods or supplies intended for customers. VISUAL IMPACT cannot be held liable for damages resulting from any event beyond its control, constituting force majeure. In addition, except in the case of gross negligence or fraud, VISUAL IMPACT cannot be held liable for damages resulting from the non-performance or poor performance of its obligations. In the event that its liability is retained in the event of damage for any reason whatsoever and regardless of the legal basis (contractual or extra-contractual), the parties expressly agree that VISUAL IMPACT cannot be required to pay, as compensation for the aforementioned damage, only an amount at most equal to the sums actually paid by the customer, it being up to the latter to establish the height of his damage in accordance with the principles of common law.

Art. 8. Warranty

Any recourse under warranty for material or manufacturing defect will only be taken into consideration if the customer establishes that he has complied with the instructions and application methods recommended by the manufacturer. VISUAL IMPACT declines all responsibility for loss and damage, direct or indirect, for any reason whatsoever, resulting from the choice and use of the product by the customer. Failure to comply with the payment agreements as well as failure by the customer to comply with one of its obligations discharges us from our obligations under this article, as well as from all other obligations. The fulfillment of our obligations in terms of guarantee as specified in this article is worth full and unique compensation. The customer is not entitled to claim any further damages or any rescission from the contract.

Art. 9. Retention of title

Ownership of the goods sold only passes to the customer after payment of the total sums for which he is liable to VISUAL IMPACT for delivery, including any costs, interest or penalties. The customer may not therefore transfer ownership of said goods to third parties or pledge them.

Art. 10. Storage

Unless agreed in advance, compositions and digitizations must not be kept by VISUAL IMPACT. When agreed, this retention gives rise to a charge proportional to the value of the work, the retention period and the related charges.

Art. 11. Complaints

On pain of foreclosure for lateness, complaints must be made by registered letter within eight days of receipt of the order by the customer. If the customer fails to take delivery, the period begins to run upon receipt of the invoice, dispatch note or equivalent document. The use, even partial, of the supply automatically entails its approval. Defects in one part of the order do not give the right to refuse the execution of the rest of the order or other orders. Complaints and disputes, of whatever nature, do not give the customer the right to suspend the fulfillment of his obligations.

Art. 12. Returns

Any goods returned to VISUAL IMPACT, without valid reason and without prior written agreement, will be sent back to the customer at his own expense. No customer order sent by mistake to VISUAL IMPACT will be taken back.

Art. 13. Payment

Unless otherwise agreed, all supplies and goods are payable in cash, net without discount. Invoice tax, shipping, stamp duty and any other fees and charges are payable by the customer. The issuance of drafts, checks, money orders or receipts, the acceptance of an installment amount, does not operate either novation or derogation from any stipulation of these general conditions. Our agents or representatives do not have the capacity to collect the amount of the invoice unless otherwise stipulated. All VISUAL IMPACT invoices are payable at the company's head office.

Art. 14. Non-payment

Without any prior formal notice and without further notification, any default in payment on any due date will have the following effects:

• it automatically results in the forfeiture of the term and makes all of the customer's receivables immediately payable;
• any due or payable receivable will automatically and automatically bear interest at the discount rate applied by the National Bank at the time of issue of the invoice for promises and drafts not domiciled in a bank, increased by 2% per months of default interest;
• the invoice will also be increased automatically and on a flat-rate basis by an indemnity of 15% with a minimum of 100 euros, in respect of damages and interest, and this, without prejudice to the application of the law on the recovery of commercial debts.
• All payments made by the principal serve primarily to cover any interest and collection costs incurred by us and, subsequently, to cover the oldest unpaid invoices.

When the buyer's credit deteriorates, we reserve the right, even after partial performance of the contract, to require from the buyer the guarantees that we deem appropriate for the proper performance of the commitments made. Refusal to comply gives us the right to cancel all or part of the contract.

Art. 15. Intellectual and industrial property rights

The instructing client expressly declares that he has validly acquired the free disposal of any object that he wishes to see used in his visual communication and which would be protected by the law relating to copyright or any other industrial property right; he also undertakes to indemnify us, both judicially and extrajudicially, against all consequences, both financial and of any kind, which would arise from any claim emanating from a third party claiming an infringement of copyright, industrial property rights or any other right it has relating to the aforementioned protected object. The copyright relating to the works (sketches, drawings, lithographs, models, photos, etc.) designed or produced by us remain definitively acquired by us.

Art. 16. Applicable law and competent jurisdiction

Our contractual relations with the client are governed by Belgian law, which is the only applicable to contracts concluded between the client and VISUAL IMPACT. Any dispute between the company and its co-contractors falls under the exclusive jurisdiction of the courts of the district of Liège, even in the event of multiple defendants.