General terms and conditions

GENERAL TERMS AND CONDITIONS - CONDITIONS OF SALE

I. TERMS OF PAYMENT:

1. In addition to the agreed fee, the client must also pay Sidebury vof the costs incurred by Sidebury vof for the execution of the order which do not fall under normal overhead costs.

2. Periodic invoicing Sidebury vof

shall be entitled, during an assignment, to reasonably charge and invoice the client for work performed up to that time.

3. If the client fails to comply with its payment obligations, all rights transferred by Sidebury vof to the client within the contract shall be suspended until such time as these payment obligations have been fulfilled. The client is not permitted to use the designs made available to it in this case.

4. The supplier has the right to request a third advance with each order; a second third may be requested with the order to print; the balance upon delivery. The acceptance of checks or bills of exchange does not change this.

5. Default interest shall be payable on any debt falling due, automatically and without notice, at the statutory interest rate applicable at the time, which depends on the European Central Bank's reference index and is adjusted twice a year. This to be calculated from invoice date. This debt shall also be increased by a fixed compensation of 12% and with a minimum of EUR 50.00 per expired invoice. No tacit waiver of interest or penalty clause can be presumed. No deduction by way of guarantee or otherwise is permitted without our prior written agreement.

II. GENERAL CONDITIONS OF SALE:

6. The goods remain our property until full payment of our invoice.

7. The buyer is obliged to verify the quality as well as the quantity of the delivered goods upon delivery. Complaints, in order to be valid, can therefore only be formulated within 24 hours from delivery. All complaints, in order to be valid, must be made by registered mail. Returns are not accepted unless expressly authorized. All returns are at the expense of the buyer.

8. In case the buyer cancels the purchase agreement, he will owe a compensation of minimum 30% of the total value of the order.

9. We reserve the right to demand a guarantee of payment. If the buyer refuses, we are free to destroy the order in whole or in part.

10. Delivery times are given by way of information. A delay or postponement shall not give rise to the cancellation of the contract or to compensation.

11. In case of dispute, only the courts of the district of Turnhout are competent.

12. The goods always travel at the risk and peril of the consignee.

13. Orders must be confirmed by the client in writing. If the client fails to do so and the order is confirmed by Sidebury vof and no objection is made within 8 days of receipt, the contents of this confirmation shall apply. If neither party confirms the order in writing and Sidebury vof has commenced the execution of the order with the consent of the client, the client shall be deemed to have awarded the order in accordance with the quotation. Verbal agreements and clauses shall not be binding on Sidebury vof until confirmed in writing by Sidebury vof.

III. Copyright, design and property rights

14. The copyright and exclusive right of drawing or model in respect of the preliminary and final design and the design drawings, models, working and detail drawings as well as in respect of the copies of the product produced thereafter, all of which were developed by Sidebury vof shall belong to Sidebury vof until a further written agreement is entered into between Sidebury vof and the client regarding the transfer of the copyright or exclusive right of drawing or model, these rights will remain with Sidebury vof.

15. Copyright Owner. Sidebury vof guarantees that the work delivered was designed by it or on its behalf, that it is regarded as the maker within the meaning of the Copyright Act and that it has the right of disposal of the work as the copyright owner.

16. Research into the existence of rights. Unless expressly agreed, Sidebury vof's assignment does not include conducting research into the existence of trademark rights, drawing or model protection, patent rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the client.

17. Attribution. Sidebury vof shall at all times be entitled to sign the design and/or have its name mentioned in the colophon of a publication or on an announcement or title roll. without prior permission from Sidebury vof, the client is not permitted to publish or reproduce the work without mentioning the name of Sidebury vof. If Sidebury vof deems it necessary, the client will mark the work to be reproduced and/or published with the symbol © with the name of Sidebury vof and the year of the first publication; or the symbol ®, with either the year of the international deposit and the name Sidebury vof/depository or the number of the international deposit.

18. Ownership at Sidebury vof. As long as no further agreements are made between Sidebury vof and the client regarding the transfer of ownership of materials made available by Sidebury vof to the client, such as films, working drawings, prototypes, design sketches and the like, these will remain the property of Sidebury vof.Naamsvermelding. Sidebury vof is ten allen tijde gerechtigd om het ontwerp te signeren en/of zijn naam te laten vermelden in het colofon van een publicatie of op een aankondiging of titelrol. zonder voorafgaande toestemming van Sidebury vof is het de opdrachtgever niet toegestaan het werk zonder vermelding van de naam van Sidebury vof openbaar te maken of te verveelvoudigen. Als Sidebury vof dit nodig acht zal de opdrachtgever het te verveelvoudigen en/of openbaar maken werk voorzien van het symbool © met de naam van Sidebury vof en het jaar van de eerste openbaarmaking; of het symbool ®, met hetzij het jaar van het internationaal depot en de naam Sidebury vof/de depothouder, hetzij het nummer van het internationaal depot.

IV. GENERAL TERMS AND CONDITIONS - USE AND LICENSE

19. Use. When the client complies in full with his obligations under the contract with Sidebury vof, he thereby acquires the right to use the design only insofar as this concerns the right of publication and reproduction in accordance with the purpose and/or edition as agreed at the time of the order. If no use or print run has been agreed, the first use and first print run shall be deemed to have been agreed.

20. Wider use. In the event of broader use than agreed upon, a new agreement regarding the rights of use must be concluded between the two parties.

21. Changes. The client is not permitted to make changes to preliminary or final designs without written permission from Sidebury vof. If the client wishes to make any changes, it must give Sidebury vof the first opportunity to carry them out. A fee must be paid for this on the basis of the usual horarium rates charged by Sidebury vof.

22. Own promotion. Until further arrangements have been made, Sidebury vof shall be free to use the design for its own publicity or promotion.

V. GENERAL CONDITIONS - REVOCATION AND TERMINATION OF ASSIGNMENT

23.Revocation of assignment. When the client revokes a given assignment, it must pay the entire fee to which Sidebury vof would be entitled in the event of full completion of the assignment, as well as all additional costs incurred up to that time.

24. Duration contracts. Where Sidebury vof's work consists of repeatedly carrying out work for a publication, which appears regularly, the contract applicable to it shall, unless otherwise agreed in writing, be for an indefinite period. This contract may only be terminated by written notice, giving at least three months' reasonable notice.

25. Termination of assignment. If circumstances beyond its control arise, as a result of which Sidebury vof cannot reasonably be required to continue fulfilling the order, Sidebury vof shall be entitled to terminate the order without being obliged to pay any compensation or guarantee. In this case it shall be entitled to the fee for the work performed up to that point and to reimbursement of the costs incurred up to that point and shall be obliged to make the results achieved available to the client. If conduct or actions on the part of the client are the cause that Sidebury vof cannot reasonably be required to continue fulfilling the order, Sidebury vof shall, in addition to the right to terminate the order, be entitled to the full fee related to the order.

VI. LIABILITY

29. Liability. Sidebury vof can never be held liable for errors in the text or design, if the client, in accordance with the provisions of clause 7, has carried out a check and given his approval. The client shall bear the risk of misunderstandings or errors regarding the execution of the agreement if these have their origin or cause in acts of the client, such as failure to supply complete, sound and clear data/materials on time or at all. Sidebury vof cannot be held liable for errors made by production companies.

31. Copies of materials. The client shall be obliged, where reasonably possible, to retain copies of materials and data until the order has been fulfilled. If the client fails to do so, Sidebury vof cannot be held liable for damage which would not have occurred if these copies had existed.

32. Warranty of materials supplied. The client shall indemnify Sidebury vof against claims in respect of copyrights on materials supplied by the client which are used in the execution of the order.

VII. OTHER GENERAL TERMS AND CONDITIONS

33. Other general and special terms and conditions. General and special terms and conditions of the client shall not bind Sidebury vof except if and to the extent that they do not conflict with these terms and conditions and to the extent that Sidebury vof has accepted the applicability of such terms and conditions in so many words in writing.

34. Belgian Law. All contracts and obligations of Sidebury vof shall be governed by Belgian law. In the event of disputes concerning the offers, contracts and invoices of Sidebury vof, only the courts of the district of Turnhout have jurisdiction.