GENERAL CONDITION MPO France / Mpack
I – GENERAL POINTS
From this general conditions, the "Client" term means MPO France's client, MPO means the company MPO France, term "parties" means MPO and client, "service" term means all services provided by MPO to its client such as: advise, mastering, pressing, paper/cardboard printing, packing, logistics, "product" term means all supports, oand /or packaging deklivered to the client after services, "media" means all media such as CD, DVD, Blu-ray, vinyl, USB keys,... delivered by MPO to its client during its services. "Printing" term means all products related to booklets, record sleeve, wrapping, boxes, holders, an all kind of paper/cardboard packing.
II – CONTRACT OBJECT
General conditions define media supplies and services execution terms. General conditions are included in all clients orders or in any contracts made with MPO. General conditions are always handed over the client and the client declares having acknowledged and accepted the conditions before giving orders or agreeing to contracts. Consequently, the fact for the client to sign an order form or to agree to a contract means accepting without reservation this General conditions and any contrary condition or mention on orders or general buying conditions can, except with MPO's agreement, prevail over this General conditions.
Contract is closed between parties:
- as soon as the client sends the registered order or,
- as soon as the quote is accepted or,
- as soon as the contract is signed.
Also, if MPO doesn't prevail at any time from the General conditions, it cannot be considered as a renunciation from one or any of the conditions.
III - EXECUTION CONDITION
Client is committed, before any service execution, to provide all necessary elements to their executions, to wit:
- all Digital Rights Management certificates (SDRM in France), justifying rights payments for works that will be copied by MPO on media, or worth clients from abroad with concern organization.
- evidence of client possession rights allowing client to leave services execution, in particular author rights.
- information or data to record in perfect condition of use, conform to use quality norms on media and format required by MPO to execute services.
In the case of elements and/or data not in accordance or in a condition not allowing normal use, MPO will establish, whenever possible, a quote and with client agreement, will proceed to their rectifications at the client costs. In case of disagreement on the quotation, MPO would ask for new conform data. In all cases, data maintenance cost entrusted to MPO by the client will be at the client charge according to current rates. Data linked to a service which hasn't been used for at least 3 (three) months will be destroyed unless upon specific request from the client. If client wishes, data maintenance can be extended beyond this period at the client cost.
III - RFP
The "Ready For Press" is defined as a materialized trial accepted by both parties. Ready For Press acceptance by the client clear our company from any liabilities with any mistakes that haven't been previously fixed such as text, color, quantity, cutting plan and material.
However, if our company was to create a new RFP due to logo text modification or else, upon client request, we owe the rights to charge the client. When there is no RFP due to client wishes, graphic industrial liability is cleared. The lack of RFP induces full client liabilities.
Also, client accepts slight variation in positioning, tint, or aspect that could occur due to machinery tolerance between the RFP and order delivered. Those variations cannot lead to an order refusal, nor cost discount, or even file a damages suit.
IV - SERVICE
Services performed by MPO are precisely and limitedly described in the order or contract.
In case of DTP (Desk Top Publishing) design preceding some services execution, their execution would only begin after RFP issue.
V – RATES
Media Prints and Services rates are stated in MPO proposition if not, are based on usual rates at the time of the order.
MPO maintain rights to change rates at any time,
Media, Prints and Services rates are available to the client or upon request.
Rates are excluding tax. In France, costs are subject to VAT.
For "Recordable" media, costs have a special private copy tax for SORECOP.
For contracts signed with foreign clients, Product and Prints costs are not subject to Inland tax; tax burden will depend on country where Product and Prints will be sold. All taxes will be at client costs. If taxes are imposed to MPO, client will have to payback MPO upon matching bills.
VI – PAYMENT
VI-1 - Order payment
On first order, or upon account opening, Products and Prints are payable :
- for orders below or equal to 1000€,
- for orders above 1000€: 70% on order and 30% when receiving the bill upon delivery.
- Full payment can be requested by MPO in case of overcharged or closing account.
VI-2 - Payment period
After account opening, 100% of the payment is to be made to MPO headquarters 30 (thirty) days after being billed, in accordance to general trade codes.
VI-3 – Discount for pre-empt payments
Client can pay with a cheek or transfer in a 15 (fifteen) days period upon bill, and can receive a 1% discount on net cost.
VI-4 – Account opening
All new client looking for payment extension, defined in VI-2 has to ask for an account opening.
Upon any opening, MPO proceeds to financial backgrounds. According to information gathered, MPO owns the right not to open an account if those informations do not satisfy MPO objectives standards. Also, on the opening, MPO can decide, upon information gathered, to fix an outstanding balance above which payment as to be made on orders. MPO owns the right to close any account in case of late payments or receiving knew financial information not matching MPO objectives standards.
VI-5 – Penalty
According to French LME, in case of payment after due date, penalties will be charges from the due date to the final payment with interest rates used by the European Central Bank for its refinancing operation, raised by 10 (ten) points percentage. Those penalties can be paid upon registered mail informing the client MPO recorded them as debtor.
VI-6 – Other sanctions
Without prejudice of any damage and interest claims:
- All unpaid amount by the client after the due date will lead to MPO payback for all covering costs and delivery suspension,
- In case of late payments after the 30 days, MPO can suspend any order services and /or cancel current order and contracts.
- Amounts owed for other orders and countracts, delivered or not, will be immediately required.
VI-7 – Invoice dispute
Client commits to control invoices upon delivery and formulate observations in a month from invoice date. If not, the invoice will be considered conform. In case of dispute on a part of the invoice, the other part will have to be honored in the period defined above.
VII – DELIVERY - RISK TRANSFERT
VII-1 France contracts
For all contracts signed with French clients, Products and R-media will be subject to pick up at the factory or the warehouse.
Risk transfers will take place at the factory or the warehouse on disposal date to the client.
For Products and Prints of which transport is being taking care of by MPO, Risk Transfer also takes place at MPO factory on the day it is being handed over to the hauler chosen by MPO on behalf of the client.
In all cases, it rests with the client to check upon arrival of the Product or Prints, with the hauler, any default or hesitation and act consequently according to law conditions.
VII-2 INCOTERMS
For foreign clients, Products and Prints will be delivered according to Incoterms with "EX WORKS".
In accordance with Incoterms, risk transfers will take place at the warehouse on disposal date for Products and Print to the client.
For Products and Prints of which transport is being taking care of by MPO, Product and Prints will be delivered according to Incoterms with "CIP".
In accordance to Incoterms, risk transfers will take place at MPO factory on disposal date when given to the hauler chosen by MPO on behalf of the client.
In all cases, it rests with the client to check upon arrival of the Product or Prints, with the hauler, any default or hesitation and act consequently according to law conditions.
VIII – DELIVERY TIME
Except stated otherwise, delivery time are given for information purposes only;
In case of specific delivery time, they will start after the client provided all elements in accordance with MPO specifications for the Services execution, stipulated in III.
For Services with a Ready For Press "RFP", their execution will only start after the client signature on the RFP. Consequently, time taken for the client to edit the RFP will be included in the execution time.
Possible delivery/transport delays cannot justify order or contract cancellation, nor payment of compensation from MPO.
IX – COMPLIANCE
Client commits to undertake compliance controls on Products and Prints on delivery.
In case of missing Products, it rests with the client to make any required reservation to the carrier. It is specify due to MPO manufacture obligations, in agreement with the client, quantity delivered and billed can vary on more or less 10% compared to quantity ordered.
Quantity variation for Prints compared to quantity ordered:
- From 0 to 10.000 : + or - 20%
- From 10.001 to 30.000 : + or - 15%
- From 30.001 to 100.000 : + or - 10%
- Above 100.001 : + or - 5%
For all other compliance defaults on Products or Prints compared to the order or the contract, the client is entitled to refuse non conform Products and Prints delivery. In case of delivery acceptance for non-conform Products or Prints, client commits to inform MPO in a 48 hours period following delivery of any compliance defaults. If not, Products and Prints will be considered conform. It rests with the client to justify defaults and defects noticed.
For services on RFP, compliance controls are based on the RFP.
X - WARRANTY - MPO LIABILITY
X- 1 – Warranty - Services
MPO's warranty is limited to MPO execution for its Services in compliance to best practices and contract or order specifications. For its Services execution, MPO commits to execute them in the best professional manner, MPO being only subject to means.
Warranty can only be engaged by the client.
Warranty cannot be engaged in a misused or a poor storage condition.
Warranty does not cover normal wear.
During the 3 (three) months warranty, after delivery defined in VII, MPO commits to re-make Services identified as faulty, only if claimed within 48 hours after default incidence.
X- 2 – Warranty - Media
X- 3 - Responsibility
In all cases, MPO responsibilities is limited Products or Prints costs incriminated, and does not cover any insubstantial or indirect damages.Consumer guarantee is in compliance with legal guarantee application.
Warranty term ends all MPO's contractual requirements.
XI - PROPERTY TRANSFERT
Product or Prints property will only be transfer to the client once payment in full is made, expenses and accessories included. Client commits to inform, within 48 hours, MPO of any seizures taken by third parties on Products or Media, as well as in a handover or lawsuit against him. Failing to fulfill payments allow MPO to take by Products or Prints being at the client's, at the client's costs, and the contract could be terminated if MPO wishes. Sum of money owe by the client will be compensated with the deposit already given to MPO.
XII - CASE OF FORCE MAJEURE
Force majeure freeing MPO of its obligations or excusing delivery delays can be engaged when an event cannot be overcome, despite MPO effort to work it out. Event such as : Weather, fire, explosion, flood, material shortage, transport shortage, power breakdown, production incident, abnormal certification delays, providers force majeure, strikes, lock-out, riots, war, embargo, piracy, restrictions, government demands. In case of a force majeure, MPO will have to inform its clients within 8 (eight) days following the event.In case of delays, delivery time will be extended as long as the force majeure duration implication.
If, following a force majeure, MPO is not able to execute its contract or part of it or ig the force majeure is longer than 6 months, each one of the parties has the right to stop the contract without penalties, costs.
XIII – LEGISLATION AND REGULATION
It falls to the client to:
- Check each products or any Prints, and is in compliance with regulation from country where Products and Prints are used;
- Inform MPO, before order, of any possible modification on Products or Prints to adapt standards and regulation from implied countries.
In the case norm and regulation modifications take place during the contract, conditions subject to contract will be adapt consequently. Moreover, if those modifications imply impossible or difficult contract execution, MPO owns the right to aboard the contract by registered mail, and required penalty costs for MPO expenses occasioned by the contract.
However, all elements given by the client to MPO will be destroyed two years after services completion.
Client guarantee property rights use to MPO brands, certificates, Products and Prints design and commits not to use them without MPO consent.
Client guarantees owning rights and authorization for all Products and Prints contents and containers necessary to MPO services execution.
Consequently, the client guarantees MPO against all legal action and complaint, whoever the author might be, linked to intellectual rights and in particular with collectives for the management of rights. In case of legal procedures against MPO while using, for Services purpose, data and information given by the client, MPO will warn immediately the client.
In any event, if MPO responsibility was engaged for outlawed use of data or information given by the client, the client commits to compensate MPO for those legal procedures.
Model, forms and design developed by MPO are MPO properties, the client cannot manufacture the same design with a competitor.
XV - JURISDICTION - GOVERNING LAW
All disputes between MPO and the client with formation, execution or interpretation and cancellation or termination of contracts will be under LAVAL court expertise.