Terms and conditions of sale

This document concerns the general terms and conditions of N.V. //AURORA PRODUCTIONS (public limited liability company //Aurora Productions), with registered office at Antwerpseweg 11, 2340 Beerse, CBE 0439.318.245, LPR Antwerp, Turnhout Department, hereinafter referred to as //Aurora.

1. Definitions:

The following meanings apply in these general terms and conditions:

Goods: all paper and filing items produced and distributed by //Aurora, both under the name “//Aurora”, “//Adoc” and under a “private label” commissioned by and by permission of a client.
Client: an enterprise in the sense of Art. I.1 paragraph 1, 1° Code of Economic Law (WER) which uses the services of //Aurora for the purchase of Goods.

2. Application of the General Terms and Conditions:

The legal relationship between //Aurora and the Client is governed by these general terms and conditions, which – subject to a (reasonable possibility of) inspection and acceptance by the Client – apply to all documents issued by //Aurora, such as price quotes, order confirmations and invoices, to all orders from the Client, and to all agreements between //Aurora and the Client.
Deviations from these general terms and conditions shall be laid down in writing and interpreted in a limitative manner.

3. Price Quotes:

Unless stated otherwise, price quotes of //Aurora apply for a period of 30 calendar days from their dispatch.
//Aurora reserves the right to rectify obvious material errors and omissions and to adapt prices, provided this is justified by unforeseen objective circumstances beyond its control, (e.g. increase of tax rates, raw material prices, wage costs, energy prices, etc.).
Prices mentioned by //Aurora are always in Euros, and do not include taxes of any kind, such as VAT.

4. Delivery/Supply:

The supply times mentioned by //Aurora are always indicative and in no way binding. //Aurora only makes an undertaking of effort regarding this. Nevertheless, it does undertake – except for unforeseeable events/force majeure – to always deliver within a reasonable period.
If //Aurora expects a delay of the foreseen delivery date, it shall immediately notify the Client of this. Exceeding of the delivery period does not give the Client any right to compensation, or to terminate the agreement, unless - at latest at the time of concluding the contract - it was agreed between the parties that the delivery period was an essential and decisive factor for the Client.
//Aurora reserves the right to perform partial deliveries. We can cancel orders that are on our books, if previous orders were not paid for on time.
Unless agreed otherwise, delivery is “DDP” (Delivered Duty Paid) if the minimum order value is reached.
The general terms and conditions of road transport laid down by FEBETRA (Royal Federation of Belgian carriers and logistics service providers) apply to all deliveries.

5. Lien:

Ownership only passes to the Client after full payment of the relevant invoice. //Aurora expressly retains ownership of those Goods, and the Client undertakes not to resell the Goods, until that time.

6. Prijs - Betaling:

Subject to notification of the Client, //Aurora is entitled to unilaterally amend the price, in the event of changes in legislation, the introduction of new levies, and amended and unforeseeable contract terms/conditions (including price rises) relating to its own suppliers.
Invoices of //Aurora are payable at the registered office of //Aurora, in Euros, within 30 calendar days of the invoice date, by transfer onto the account number mentioned on the invoice.
Any remarks regarding invoicing must be brought to the attention of //Aurora, within 7 calendar days of the invoice date, in writing, and giving reasons, by registered letter and by email (info@aurora.be).
In the event of failure to pay on the due date, the unpaid main amount shall be lawfully increased by (1) interest on the arrears equal to the interest rate mentioned in the Act of 2 August 2002 on the combatting of payment arrears in commercial transactions, and (2) a fixed sum of compensation amounting to 10% of the unpaid invoice amount.
In the case of default of payment (including any default of payment which persists after the elapse of a remediation period of 14 calendar days from notification of default), //Aurora shall be entitled to suspend its work, including future deliveries (exemption for non-performance), to request additional security, or to demand advance or cash payment for other orders.
Each payment shall be applied to the longest-outstanding debt, and first towards the outstanding interest and costs.

KBC Bank, Turnhout	IBAN: BE18 4134 5036 2165	BIC: KREDBEBB
BNPP Fortis Bank, Turnhout	IBAN: BE51 2300 5281 1062	BIC: GEBABEBB

7. Supply of Files:

//Aurora is not responsible for the typographical quality of ready-to-print designs, or files of drawn-up pages, which it receives from the Client.
The Client must always - at its own initiative - provide //Aurora a print proof for inspection. //Aurora, therefore, cannot be held responsible for the result of exposure, if the Client fails to provide //Aurora with a printed-out (colour) version together with the pre-press materials supplied.
If the Client makes digital files available to //Aurora, he must retain the original files himself, and is responsible for the quality of those files.
The Client must pass on any changes to the original order, (in the text, the processing or positioning of illustrations, the formats, the printed matter/printing or binding/binding work, etc.), to //Aurora, in writing. Provided that this change is still practicably possible, and //Aurora agrees to the change, it shall make known the impact of it on the price, and on the indicative delivery period.
//Aurora shall always present the Client a ‘ready for printing’ form, which must be returned, signed and dated, by the Client.

How to create PDF files

8. Call-Off/Blanket Purchase Orders:

A “blanket/call-off order” exists where an agreement is concluded with the Client for the purchase/order of legally binding, fixed quantities/numbers within a fixed timespan (generally 12 months). On receipt of a written order and approved digital files, the Goods shall be produced by //Aurora and held in stock for the agreed timespan. From the elapse of that period, //Aurora reserves the right to invoice and dispatch the remaining stock. A maximum of one part-delivery per week applies for call-off orders. Deliveries are always in quantities of whole pallets.
Following the elapse of the agreed timespan, the Client may request that the Goods be stored for an additional period (generally a maximum of 6 months). Provided //Aurora consents to this (inter alia depending on the available stock space), it shall invoice the cost price of this. After this additional period, the Goods shall be finally invoiced and supplied to the Client.

9. Forecasts:

“Forecasts” exist where an agreement was concluded with the Client, in which the Client from the start makes a forecast/estimate of a non-binding call-off quantity (forecast quantities) over a specific timespan (generally 12 months). In that case, //Aurora shall only produce and stock a quantity of Goods that corresponds to the following formula: “forecast quantities x (4 months/agreed timespan)” unless otherwise agreed.

10. Materials of the Client:

If the Client makes materials available to //Aurora, these materials must be delivered within a reasonable period (taking into account the order schedule), properly packaged, and DDP into the company buildings of //Aurora.
The signing by //Aurora of shipping documents only applies as confirmation of receipt of the materials.
Except where deliberate intent and gross misconduct of //Aurora applies, any difficulties or delays during production caused by problems with materials supplied by the Client shall extend the delivery period of //Aurora, and shall increase the price by the additional costs caused by these problems.
All of the materials entrusted to //Aurora by the Client remain for the cost and risk of the Client.
The Client expressly releases //Aurora from any responsibility of any kind in relation to these materials, including inter alia damage and loss, full or partial, and this for any reason, except in the event of the deliberate intent or gross misconduct of //Aurora.

11. Complaints - Liability:

The Client must inspect the Goods on receipt, and check them for visible damage/flaws, and for compliance of the delivered Goods with the order.
Complaints regarding non-compliance or visible flaws must be reported within 48 hours of receipt of the Goods, and this, by registered letter and by email (info@aurora.be). The notification must contain a detailed description of the complaint. If this article is not respected, the Goods shall be deemed to be accepted, and to have been delivered in good condition and in compliance with the agreement.
Complaints regarding concealed flaws must be reported to //Aurora straight away on discovery, and this, by registered letter and by email (info@aurora.be). The notification most contain a detailed description of the complaint. The Client’s claim on the basis of the duty of indemnification against concealed flaws, must be registered within a short period, which the parties lay down contractually as one year from the discovery of
the concealed flaw, this on pain of expiry. In the event of serious negotiations, this period shall be extended.
In the event of other complaints concerning an alleged non-performance on the part of //Aurora, the Client shall notify //Aurora of default by registered letter and by email (info@aurora.be), stating in detail the alleged non-performance and the actions expected, for which the Client shall provide a reasonable remediation period, which can never be less than 14 calendar days.
Unless explicitly agreed otherwise or unless an undertaking irrefutably constitutes an undertaking of result on its part, //Aurora only makes an undertaking of effort.
The liability of //Aurora is limited to the liability from which it cannot legally exonerate itself (e.g. cf. Article 5.89 Civ. Code and Article VI.91/5 6° CEL (WER)). Thus, //Aurora cannot be (extra-)contractually sued for a minor fault committed by itself or by its appointees. However, it does remain liable for (1) gross misconduct/deliberate intent/fraud/deception committed by itself or by one of its appointees, (2) a fault of itself or of one of its appointees, which affects the life or physical integrity of a person, (3) its essential undertakings which form the subject of the agreement.
The liability of //Aurora is always limited to direct damage.
The liability of //Aurora is limited to the amount covered by its insurance. If it turns out not to be insured for the concrete/actual damage, its liability shall at any event be limited to the value of the order (invoice amount not including VAT) which resulted in its liability.
Each claim of the Client against //Aurora for compensation shall lawfully expire if it is not brought before the competent court within a period of 3 years of the Client learning of, or being reasonably expected to be aware of, the facts forming the basis of this claim.

12. Immediate Termination - Dissolution:

If the agreement is immediately terminated by the Client or is dissolved against the Client, //Aurora shall be entitled to full compensation, estimated at:
1. in the event of catalogue products: a fixed sum of 30% of the turnover which the immediately terminated/dissolved agreement represented for //Aurora (invoice value not including VAT);
2. in the event of private-label Goods for which raw materials were not yet purchased and production was not yet commenced: 30% of the turnover which the immediately terminated/dissolved agreement represented for //Aurora (invoice value not including VAT);
3. in the event of private-label Goods for which raw materials were already purchased and/or production had (at least partially) commenced: the cost price of the raw materials and partly-finished goods purchased, uplifted by 30%;
4. in the event of already fully-manufactured, private-label Goods: 100% of the turnover which the immediately terminated/dissolved agreement represented for //Aurora, in view of the impossibility to resell them.
Several of the above calculation formulae may apply to one order (e.g. if half of a private label-order is already in production).
These fixed damage clauses and percentages serve to compensate the damage potentially foreseeable at the time of concluding the agreement. If a court deems these percentages to be excessive, the clause shall remain applicable and only the percentage may be moderated.
The fixed nature of a damage clause can never affect the right of //Aurora to always obtain compensation of its actual damage, subject to proof of this.

13. Insolvency:

In the event of (suspected) default of payment by the Client, cessation of payments, (application for) judicial reorganisation, (application for) bankruptcy, liquidation or winding-up on the part of Client, seizure for security or execution being imposed on the Client, or other situations of actual or even only serious suspicion of insolvency, //Aurora has the right without prior notification of default and without prior involvement of the courts, but with notification of the Client, (1) to suspend in part or in full its undertakings under the agreement, (2) to demand advance or cash payment, (3) to request suitable security from the Client.

14. Unforeseeable Events - Force majeure:

In the event of changed circumstances of //Aurora, the parties declare that the principle of negotiation in the event of unforeseeable events, of Article 5.74 Civ. Code, shall apply.
In the event of force majeure, (e.g. government measures, strike, lock-out, fire, machinery breakdown, supply problems relating to raw materials and energy, transport problems, etc.), the provisions of Article 5.99-5.102 Civ. Code shall apply.

15. Intellectual Property:

//Aurora shall always retain the intellectual property of catalogue products.
//Aurora shall always retain the intellectual property of draft and detailed plans/designs, and also models/specimens designed by //Aurora at the request of and for the benefit of the Client.
If the Client owns the intellectual property of private-label Goods, the Client shall be liable for any damage claim made by a third party on the basis of an alleged infringement by a private-label Good of an intellectual property right of that third party. The Client undertakes to fully indemnify //Aurora against any damage which //Aurora may suffer due to that claim.

16. Sub-Contracting - Transfer of Contract:

//Aurora may call upon subcontractors for the performance of its undertakings.
//Aurora may transfer all or part of its rights and duties arising from the contractual relationship with the Client to a third party. The same applies in relation to the Client, subject to the advance written permission of //Aurora.

17. Miscellaneous:

//Aurora reserves the right to amend these general terms and conditions in the event of changes in the law, the introduction of new taxes, or changed contract conditions/terms in respect of its own suppliers, etc.
Relinquishment by //Aurora of any right must be performed in writing and must be interpreted in a limitative manner.
The invalidity or unenforceability of one provision shall not affect the validity or enforceability of the other provisions. The invalid/unenforceable provision shall either be moderated to the accepted limits of that provision, or be replaced by a different provision which as closely as possible approximates the original intention of the parties.
No provision of these general terms and conditions can affect the right of //Aurora to full compensation.

18. Competent Court - Applicable Law:

The courts of Antwerp, Turnhout department, have exclusive jurisdiction to hear disputes between //Aurora and the Client.
The relationship between //Aurora and the Client is governed by the law of Belgium.