CONTACT DETAILS SUPPLIER

GOODVIBE.STUDIO – TMPC BV
Residence Horlitin 10
7750 Amougies, Belgium

Phone: +32.9.320.00.85
Email: hi@goodvibe.studio
Company Number: VAT BE 0697.604.994

GENERAL TERMS OF SALE

These general terms and professional practices apply to all quotations, work orders, agreements, and deliveries unless expressly deviated from in a written agreement.

Art. 1 – The client is the one who placed the order, the supplier is the one who accepted to carry out the order.

Art. 2 – Before advice, proposals, and/or design drawings are submitted to the client, a deposit will be paid to cover the study costs. This deposit will be deducted from the final order.

QUOTATIONS

Art. 3 – The supplier’s quotations are non-binding and subject to sale or sufficient stock. Quotations are always made without mentioning taxes, which are always the responsibility of the client. Unless otherwise agreed, the validity of a quotation is one month for executing an order within three months.

Art. 4 – With composite price quotations, there is no obligation to deliver a part against a corresponding part of the total quoted price.

REPRODUCTION RIGHTS AND MENTION OF SUPPLIER’S NAME

Art. 5 – The client commissioning a design task is presumed to be authorized to do so. He, along with his principals, to the exclusion of the supplier, assumes all responsibility towards third parties.

Art. 6 – Given the legal provisions on artistic and industrial property and unfair competition, all models, sketches, typesetting, graphic designs, interpretations, arrangements, software programs, etc. designed by the supplier, regardless of the technique used, remain the exclusive property. Their use and reproduction must be agreed upon at the order confirmation. In the absence of a written agreement, the initial use and the initial print run are considered the agreed purpose and quantity. To ensure the quality of the design, the client will only use the reproduction technique proposed by the supplier. Reproduction or imitation under any form and by any means, when carried out without prior permission from the rights holder, constitutes an act of imitation or unfair competition.

Art. 7 – Designs, drawings, photos, typesetting, clichés, molds, computer files, software programs, etc., made by or on behalf of the supplier, whether charged or not, are part of the supplier’s materials. Unless otherwise agreed, the client cannot demand their delivery before or after the work is delivered. If the client provides materials to the supplier, they must do so in a timely manner according to the order planning, appropriately packaged if the nature of the goods requires it, and at the supplier’s premises. The client bears the risk and cost of transporting the materials to the destination. Signing the transport documents upon receipt only confirms the receipt of the material. Except in cases of intent, gross negligence by the supplier or its employees or agents, the risk for issues remains with the client. Difficulties or delays during production caused by the supplied materials lead to extensions of delivery times and possible additional costs.

Art. 8 – The client cannot object to mentioning the supplier’s name, even if the name of a publisher, intermediary, advertising agent, or others is already listed on the print.

PROOFS AND ORDER FOR EXECUTION

Art. 9 – Unless expressly stated otherwise, the choice of typeface and layout is left to the supplier.

Art. 10 – The client is entitled to a prior proof. Careful proofs consistent with the final execution will incur additional charges. The same applies to additional proofs.

Art. 11 – The supplier is responsible for correcting errors attributable to them, i.e., those that do not alter the copy or design. Changes, additions, or omissions requested by the client after the proof is provided result in a revision of the price. The supplier is not responsible for delays in delivery resulting from changes made to the initial order.

Art. 12 – Changes provided orally will be made at the client’s risk. Providing a dated and signed proof or order for execution releases the supplier from all liability for errors or omissions identified during or after execution. The proof or order for execution remains the supplier’s property and serves as evidence in case of dispute.

STORAGE

Art. 13 – Unless agreed otherwise, the supplier is not obligated to keep designs, drawings, photos, films, typesetting, clichés, molds, magnetic tapes, disks, programs, etc. When storage is agreed upon, it incurs an additional charge calculated based on the importance of the auxiliary materials used, the duration of their retention, and the associated extra work.

DELIVERY TIME

Art. 14 – The timeframes specified in the order begin to run from the working day following the submission of the necessary elements. Agreed delivery times are extended if the client fails to provide the necessary elements or return improved proofs and the order for execution. Force majeure cases, and generally, all circumstances that prevent, reduce, or delay the execution of the order by the supplier, relieve the supplier of any liability and allow them to, as the case may be, shorten their commitments, terminate the agreement, or suspend its execution without being obliged to pay any compensation. These circumstances include, among others: war, civil war, mobilization, riots, strikes, lockouts, both with the supplier and with subcontractors, machinery breakdown, fire, interruption of transport, supply difficulties in raw materials, materials, and energy, and restrictions or prohibitions imposed by the government. If the client requests execution of an order in a shorter time than normal, this results in a revision of the originally agreed price.

TERMINATION

Art. 15 – The client can only withdraw the execution of a periodic order (i.e., an order with regularly recurring partial orders), a reciprocal service, or the sale of reciprocal products by respecting the termination periods specified below. Termination must be notified by registered letter. In case of non-compliance with the deadlines, the client must compensate the supplier for all damages and loss of profit during the unfulfilled period.

Termination period:

• 3 months for an order, service, or product of a periodic nature with an annual turnover up to 2500 Euros
• 6 months for an order, service, or product of a periodic nature with an annual turnover between 2500 Euros and 7500 Euros
• 1 year for an order, service, or product of a periodic nature with an annual turnover of 7500 Euros or more.

Art. 16 – Except for written termination by the client within the aforementioned term prior to the expiration of the contract, agreements are automatically renewed for the same contract duration.

Art. 17 – TMPC BV reserves the right to suspend, terminate, or refuse the current and future delivery of Services or Products without prior notice or reason. The Client shall not be entitled to any compensation.

DEVIATIONS

Art. 18 – Deviations inherent to the nature of the work to be performed are expressly accepted by the client.

COMPLAINTS AND RESPONSIBILITY

Art. 19 – Any complaint or protest must be made by registered letter within 8 days of receiving the goods, under penalty of forfeiture of the right.

If the client fails to take delivery, the 8-day period starts from the receipt of the shipping note or any equivalent document. In the absence of these, it starts from the sending of the invoice.

If no complaint is received within this 8-day period, it will result in the client fully and entirely accepting the delivered items. The partial use of the delivered items also constitutes acceptance of the whole. Defects in a part of the delivered work do not give the client the right to reject the entire batch.

Subject to the application of the law concerning liability for defective products, the supplier is not liable for indirect damages caused to the customer, such as loss of profits.

Art. 20 – The supplier’s liability is limited to taking back the non-conforming copies, which will be settled against the price of the additional copies.

CLIENT’S MATERIALS – RISK

Art. 21 – Unless otherwise agreed, delivery is made at the supplier’s premises. Freight and packaging costs are borne by the client. The goods travel at the client’s risk.

Art. 22 – The designs, drawings, photos, films, plates, colors, computer materials, and all items entrusted by the client expressly release the supplier from any responsibility of any kind, including in case of damage or loss, whether in whole or in part, and for any reason, except in case of willful misconduct, gross negligence of the supplier or its employees or agents, or when the above-mentioned custody is one of the main performances of the agreement. The same applies to the work carried out and the goods or deliveries intended for the client.

Unless otherwise agreed, storage costs are charged from the date notified to the client. In case of non-payment on the agreed date, these works, deliveries, goods, or other items may be withheld as security and pledge for the amounts due.

PAYMENT – JURISDICTION

Art. 23 – When giving a study assignment, a deposit may be requested; upon receipt of the confirmation of the design assignment, a deposit may also be requested. These two deposits together may not exceed 70% of the invoice amount. The balance is paid upon delivery. All invoices are sent by the supplier to the client by means of electronic correspondence (email or fax). The invoice is payable net cash or on the agreed due date at the supplier’s domicile. Payment by means of bills of exchange does not entail novation of the debt. In case of non-payment of the invoiced amounts on the due date, default interest is due by operation of law, at the legal interest rate increased by 15%, per year and without prior notice of default. Likewise, a fixed indemnity of 10% of the unpaid amount with a minimum of 60 Euros per invoice is due by operation of law and without prior notice of default. Costs related to unpaid bills of exchange or checks, as well as other collection costs, are not included in this fixed indemnity and will be charged separately to the client.

Art. 24 – In the event of invoicing one or more deliveries, in reduction of an undelivered order, the client cannot rely on this to postpone his payments until after the total delivery. In case of delivery on call, the invoice amount of the total order is invoiced upon the first delivery.

Art. 25 – In case of non-payment on the due date of one invoice, the term granted for all invoices whose payment has not been made before the due date will expire. All these invoices are immediately due. This article does not affect the application of article 21. Any ongoing contract shall expire automatically.

Art. 26 – If, at the client’s request, the assignment is canceled or the execution temporarily suspended, the invoicing will be done at the stage of execution in which the order (salaries, raw materials, subcontracting, etc.) is located. This amount will be increased by 15% as additional conventional compensation. All reproduction, adaptation, and copyright rights remain the property of the supplier.

Art. 27 – The client only becomes the owner of the sold goods after the sums due have been fully paid. However, the risks that the goods may incur are borne by the client as soon as they are made available to him.

Art. 28 – All disputes are exclusively within the jurisdiction of the courts of the judicial district R.P.R. Ghent.