Politique de confidentialité

Article 1 - Applicability

1. These General Terms and Conditions apply to the formation, content and performance of all agreements, as well as to all other legal acts and relationships between the “Seller”: Mublo Editions BV, with registered office at Rue de la Royenne 45B, 7700 Mouscron, Belgium, company identification number: BE1014071751, and the (contractual) counterparty, hereinafter referred to as the “Buyer”.

2. The nullity or invalidity of one or more provisions of these General Terms and Conditions, or part thereof, whether in general or in a specific case, shall not affect the validity of the remaining provisions.

3. Deviating or supplementary provisions to these General Terms and Conditions are only valid if accepted in writing by the Seller and apply solely to the relevant agreement.

4. If a natural or legal person enters into an agreement with the Seller as a representative of a third party, both the representative and the represented party are jointly and severally liable to the Seller for the performance of the agreement, unless expressly agreed otherwise. If it appears that the representative has not validly represented the intended party, the representative is liable for the performance of the agreement.

5. The Seller will exercise due care in performing the concluded agreements and will respect the legitimate interests of the Buyer as much as possible.

6. These General Terms and Conditions prevail over any terms of the Buyer, unless agreed otherwise in writing, and can be freely consulted via the Seller’s website.

Article 2 - Offer, Order and Cancellation

1. All offers are without obligation and are made on the basis of the prices and specifications applicable at the time of the offer, quotation or price list. If a non-binding offer is accepted by the Buyer, the Seller has the right to withdraw the offer within five working days after receipt of the acceptance. Offers from the Seller are valid for a period of 30 days, unless stated otherwise in writing. Offers are revocable, even if an acceptance period has been set.

2. Unless the Buyer has accepted a written offer, an agreement between the Seller and the Buyer is only concluded when and after the Buyer has placed an order with the Seller, orally or in writing, including through a representative, and the Seller has confirmed the order in writing or has commenced performance. “Order” means all products of the Seller, as well as the marketing and sample materials that represent the products.

3. After the conclusion of the agreement, it can only be amended or cancelled if and insofar as the Seller agrees in writing. If the agreement is amended or cancelled with the Seller’s consent, the Buyer is obliged to reimburse all costs incurred by the Seller in this connection and to pay at least 10% of the purchase price.

4. Images, drawings, specifications of colours, designs, dimensions and the like, shown or provided before or at the conclusion of the agreement, are as accurate as possible, but are provided for indication only and are not binding. Minor deviations are permitted and the Seller has the right to deliver goods to the Buyer with such deviations, provided that they are of good quality.

5. The Seller reserves the ownership and copyright in the designs, images, drawings, samples, fabric swatches and models provided with the quotation or offer.

Article 3 - Prices

1. If a price has been agreed, the Seller has the right to pass on to the Buyer any cost-increasing factors that arise after the conclusion of the agreement, provided that, if three months or less have passed between the conclusion of the agreement and the delivery date, the Seller must inform the Buyer in writing of this increase before delivery. In that case, the Buyer has the right to terminate the agreement, provided that the Buyer notifies the Seller in writing within ten days after receipt of the notification that it is terminating the agreement. The Seller may prevent termination by declaring that it is prepared to carry out the delivery at the original price.

2. All prices are exclusive of VAT, unless expressly agreed otherwise; the prices do not include communications work, transport surcharges, import duties and excise, storage costs and other ancillary costs. The Seller is entitled to pass these costs on to the Buyer.

3. For special performance, as well as unusual, particularly time-consuming or burdensome work by the Seller that could not reasonably be foreseen at the time the agreement was concluded, including advice and/or guidance, an additional fee may be charged, to be determined on an equitable basis. The Seller will inform the Buyer of the work referred to in this article when and insofar as it must reasonably be charged.

Article 4 – Delivery and Risk

1. Delivery periods are provided for information purposes only and are not binding, unless expressly agreed otherwise. The Seller nevertheless aims to respect the delivery periods and will seek to inform the Buyer in good time of any delay. Exceeding delivery periods never entitles the Buyer to damages, cancellation or dissolution of the agreement.

2. The delivery period commences on the date on which all information necessary for the performance of the agreement is in the Seller’s possession and all agreed advance payments have been made and/or the agreed security has been provided.

3. The Buyer must take delivery of and inspect the products immediately. Complaints are only valid if submitted in writing within eight days after delivery and in any event before use, failing which the complaint lapses.

4. All information made available by the Seller regarding a product or design is always subject to errors, mistakes or incorrect information provided by the Buyer. Photographs or audiovisual productions on the Seller’s website are for information purposes only and are in no event binding.

5. The products are delivered CPT, Incoterms 2020, excluding insurance, to the agreed destination. Delivery is deemed to have taken place:
   a. if the goods are collected by or on behalf of the Buyer: at the time of receipt of the goods;
   b. if the goods are dispatched or transported by a means of transport of the Seller or a carrier engaged by the Seller: at the time the goods are unloaded and/or signed for receipt;
   c. if the actual delivery of the goods does not take place from the Seller’s place of business: at the time the goods leave that other location;
   d. if collection does not take place within the period referred to in Article 7.

6. The risk of damage and/or loss of the goods during or in connection with the transport of the goods is borne by the Buyer. The Buyer must, if desired, arrange adequate insurance cover for the goods. The Seller accepts no liability in this respect.

7. If the goods are delivered to a third party at the Buyer’s request (for example for processing), the Buyer remains obliged to pay the purchase price of these goods in good time.

8. The Buyer is obliged to accept the agreed performance at the agreed place and at the agreed time. If the Buyer fails to take timely receipt, all additional costs incurred by the Seller as a result, as well as the risk of loss or damage to the products to be delivered, shall be borne by the Buyer from the moment the Seller offers the goods in the agreed manner and at the agreed place.

Article 5 - Quality, Defects and Warranties

1. The Seller will use its best efforts to deliver all orders from the same production batch, so that the delivered Products have the same properties. If an exact match is required, the Customer must contact the local sales representative in advance. The batch number is always stated on the delivery note and invoice.

2. The Customer is obliged to check the Products immediately upon receipt. Visible damage or loss due to transport must be noted on the carrier’s delivery note and recorded with photos; failing which any right to complain lapses.

3. Before use (cutting, gluing, stapling, and all forms of processing) and at the latest within 21 days after receipt, the Customer must thoroughly inspect the Products and report visible defects in writing, stating the invoice and enclosing clear photos.

4. Hidden defects must be reported immediately as soon as the Customer discovers them or should reasonably have discovered them.

5. At the Seller’s request, defective Products must be properly packaged and returned at the Seller’s expense.

6. Due to the nature and production methods of the Products, technical deviations and tolerances may occur that do not constitute a defect and give no right to any claim. Liability for defects expires 24 months after delivery.

7. The Seller will, at its option, remedy a defect, make a replacement delivery or grant a proportionate price reduction. Transport costs for replacement are borne by the Seller.

8. Faults may occur within the applicable production standards and are compensated accordingly. Faults are indicated by a marking on the selvedge of the fabric. Faults are compensated by at least a compensation in the same length as that in which the fault occurs. The Customer is not entitled to any further compensation.

Article 6 - Payment

1. Invoices are payable in cash no later than on the due date and must be transferred to the account number stated on the invoice. Any objections to invoices must be submitted in writing to the Seller within five working days of the invoice date.

2. Payments are first applied to: outstanding costs that are not covered by sufficient security, then to interest, and subsequently to outstanding invoices, starting with the oldest outstanding invoice. Payments are then applied in the same order to the secured debts.

3. In the event of non-payment on the due date of an invoice, it shall, by operation of law and without the need for a formal notice of default, be increased by a fixed percentage of 10% of the total amount of the invoice concerned, with a minimum of €50, together with a default interest of 12% per annum until the date of actual payment.

4. Non-payment of a single invoice entitles the Seller to suspend all ongoing deliveries and agreements.

5. If the Buyer is in default, all damage and costs, both judicial and extrajudicial, including the costs of legal and/or other expert assistance, shall be borne by the Buyer. Extrajudicial collection costs are set at a minimum of 15% of the amount due, without prejudice to the right to claim the actual costs if these are higher.

6. The Seller is at all times entitled to require the Buyer to provide sufficient security for its obligations towards the Seller.

7. If the Buyer is in default, the Seller is also entitled to suspend the performance of any agreement with the Buyer until full payment has been received. The Seller is entitled to terminate the agreement, in whole or in part, by means of a simple written statement if payment has not been made after a reminder within the period indicated therein, without prejudice to the right to claim damages.

8. The Buyer is only entitled to set off with a counterclaim to the extent that it has been expressly acknowledged by the Seller or has been irrevocably established by the court.

Article 7 - Retention of Title

1. The Seller retains title to the goods until all claims of the Seller against the Buyer relating to the goods, including interest, costs and/or damages, have been paid in full. As long as full payment of the goods has not taken place, the Buyer is not entitled to process, dispose of or encumber the goods, to rent them out, to pledge them or to transfer them in ownership to third parties in any other way.

2. The Buyer is obliged to maintain the goods owned by the Seller as a prudent person.

3. In the event of a breach by the Buyer in the performance of the agreement (non-performance), the Seller is entitled to reclaim, without judicial intervention, the goods owned by it by means of a written statement and to sell them on its own authority. In that case, these goods serve to recover the Seller’s claim against the Buyer, without prejudice to the Buyer’s obligation to compensate what it owes or will owe to the Seller, including compensation for depreciation of the goods. The Buyer undertakes to grant the Seller free access to the immovable and/or movable property of the Buyer and/or third parties where said goods are stored.

Article 8 - Early Termination and Force Majeure

1. Each party may terminate the performance of the order prior to delivery or acceptance thereof by written notice to the other party:
   a. if the other party has committed an act of dishonesty, disloyalty, corruption or fraud;
   b. if the other party exhibits gross negligence, engages in wilful misconduct, or fails to meet the professional or ethical standards in connection with the performance of the agreement;
   c. if the other party breaches a material provision or condition and does not remedy such breach within 10 days after receipt of a written request to remedy;
   d. if a case of force majeure persists for longer than 3 months and the parties fail to find an appropriate solution;
   e. with immediate effect if the other party is declared bankrupt or makes an assignment or other arrangement for the benefit of its creditors.

2. Neither party is liable for failure to comply with its obligations (except for the payment of amounts due) if such failure results from causes beyond its reasonable control, including, but not limited to, fire, flood, strikes, social unrest, war (declared or undeclared), embargoes, blockades, legal restrictions, government regulations.

3. If the force majeure is temporary in nature, the parties are entitled to suspend the performance of the agreement for as long as the circumstance giving rise to the force majeure continues.

4. Termination takes place without prejudice to the rights that a party may have with respect to a possible breach by the other party of any provisions, if such breach occurred prior to termination.

Article 9 - Confidentiality

All information (including documents, files, images, presentation decks or methodologies, creative content and ideas, software, financial information, customer information...), regardless of its nature, made available to either party, in any manner whatsoever, remains the property of the party that originally owned the information; shall be treated as confidential by the other party and shall not be disclosed or made available to third parties without the prior written consent of the owner; shall be used only for the purpose for which it was provided and shall be returned to the owner upon first request.

Article 10 - Liability and Insurance

1. The Seller is not liable for damage suffered by the Buyer in connection with the agreement, unless the Buyer can prove that such damage is a direct result of intent or gross negligence on the part of the Seller’s management. Notwithstanding the provisions in the preceding articles concerning the Seller’s liability for damage, the following provisions apply:

2. The Seller is not liable for damage or defects resulting from improper use, incorrect handling, storage or installation, lack of maintenance, modifications or repairs, normal wear and tear or similar circumstances. The Seller is in no event liable for business damage, loss of profit or other indirect or consequential damage, unless there is intent or gross negligence.

3. The Seller is not liable for product defects resulting from manufacturing or material errors. In such cases, the Seller’s liability is limited to the rights that the Seller itself can exercise against the manufacturer. Any claims of the Customer shall be exercised exclusively and directly against the manufacturer. Without prejudice to mandatory provisions, the Seller accepts no additional liability.

4. The Seller’s liability is in any event limited to the amount of the invoice value (excluding VAT, transport costs, packaging costs, etc.) of that agreement, or in the case of an agreement with agreed partial delivery, to that part of the agreement with which the damage is most closely connected.

5. The Seller is in no event liable for damage consisting of loss of turnover or goodwill, reduced yield, loss of profit or other indirect damage.

6. Damage that is not discovered and reported within 6 months after delivery of the goods (or completion of the relevant work directly related to the damage) is not eligible for compensation.

7. The Buyer indemnifies the Seller against claims from third parties for compensation for damage in connection with goods delivered by the Seller or work performed by it, insofar as such damage cannot be attributed to the Seller under the agreement, including these General Terms and Conditions.

8. All limitations of liability also apply to directors, employees and subcontractors of the Seller.

Article 11 - Intellectual Property

Subject to the intellectual property rights belonging to the Seller, the Buyer indemnifies the Seller from and against all claims arising from a violation by the Buyer of patents, licences, trade and manufacturing secrets, copyrights, moral rights, drawings and designs claimed by third parties in the delivery of products or services by the Seller.

The Seller indemnifies the Buyer against all claims and damage arising from a violation by the Seller of copyrights and neighbouring rights, as well as moral rights of third parties who have contributed on behalf of the Seller to the performance of the Buyer’s assignment.

The intellectual property right to the goods and/or services to be delivered, based on a design by the Seller, belongs exclusively to the Seller, unless otherwise agreed in writing.

The Seller has the right at all times to sign its work and/or to mention its name on the design, on the product or in the credits/colophon of a publication or on an announcement.

Unless otherwise agreed, the Seller has the right to use all elements of the assignment for promotional purposes, including on its website.

Article 12 - Applicable Law and Competent Court

1. All obligations between the Seller and the Buyer are governed exclusively by Belgian law.

2. All disputes between the Seller and the Buyer are settled by the competent Belgian court within the district where the Seller is established, without prejudice to the Seller’s right to summon the Buyer before any other competent court.