General Terms & Conditions

1. Generalities

1. All relations between adita SARL (“manufacturer”) and the client relating to the manufacture, purchase, and delivery of goods are governed exclusively by the individual contract between the manufacturer and its client, as well as by these general terms and conditions. These terms and conditions shall prevail in all cases over the client's general terms and conditions or order terms.

2. Offers

1. Offers from the manufacturer based on incorrect information provided by the client are non-binding. Prices quoted in these offers should be considered indicative and non-binding.

2. Firm offers from the manufacturer, without mention of an acceptance period, bind the manufacturer for 15 days after the date the offer is sent.

3. Price

1. The prices quoted or confirmed by the manufacturer are net, excluding VAT. All additional costs, such as insurance, export, transit, import, and other fees, as well as certification fees, are the responsibility of the client. The client is also responsible for all taxes, duties, and customs fees.

2. The prices quoted or confirmed by the manufacturer are based on the cost of materials and exchange rates in effect at the time the quote is issued or the order is confirmed. The manufacturer expressly reserves the right to increase the confirmed or quoted prices accordingly should the cost of materials or exchange rates increase up to the time of manufacture.

3. Any additional expense incurred by the principal or its agents due to incomplete, missing or unsuitable documents for reproduction compared to the original offer, such as e.g. correction, formatting or retouching of documents, additional processing of data media or text or image data, will be invoiced to the principal in addition to the prices offered or confirmed.

4. Author's corrections, such as changes to text or colors, changes to photo placement, modifications to text blocks, etc., are not included in the prices offered or confirmed and will be charged extra, according to the extent of the costs incurred.

4. Payment terms

1. The full invoice amount must be paid in the currency of the invoice and without any deductions as per invoice due date, to the payment location specified by the manufacturer. Payment is deemed to have been made when the manufacturer has full and unrestricted access to the invoice amount.

2. The manufacturer reserves the right, even after conclusion of the contract, to request advance payment at any time to cover its expenses, particularly when contracts involve large sums of money.

3. Materials purchased at the client's request that, after three months from their arrival at the manufacturer's premises, are still not being used for processing, will be invoiced by the manufacturer after the three-month period has expired. All handling and costs incurred in ordering and storing the materials will also be invoiced.

4. The principal is also required to respect payment deadlines when the dispatch, transport, delivery or receipt of the goods, for reasons independent of the manufacturer, is delayed or rendered impossible, or when a small part of the goods is missing or defective, while not rendering the use of the goods impossible or requiring additional work or deliveries.

5. Withholding payments by the principal or invoicing of counterclaims of any kind is expressly excluded without the manufacturer's explicit written consent.

6. In the event of failure to comply with the payment deadline, the principal shall be liable, from the due date and without any particular formal notice, for late payment interest on the amount of the invoice, SOFR 30-Day Average the 30-day average of the Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York on the first day of the late payment period + 7.00 percent .

7. If the SOFR 30-Day Average is negative, it will be deemed to be zero for the late payment period. If the SOFR 30-Day Average is not published on the first day of the late payment period, the period average published on the preceding Business Day will be used. If the Federal Reserve Bank of New York ceases to publish a SOFR 30-Day Average, the annual SOFR rate will be calculated by compounding in arrears the SOFR rate during the late payment period, with a five Business Day lookback. When compounding overnight SOFR, if the SOFR is negative for any day during the late payment period, the SOFR will be deemed to be zero for that day.

8. The manufacturer expressly reserves the right, after conclusion of the contract, to demand a pledge of the sale price. If no security is provided within the period stipulated by the manufacturer, the latter shall have the right to terminate the contract immediately, and all costs incurred by the manufacturer up to that point shall become immediately due and payable.

5. Call orders

1. Upon expiry of the storage period stipulated in the agreement, the entire amount of stored merchandise will be invoiced.

2. Storage beyond the period stipulated in the agreement will be billed to the principal in accordance with the costs incurred by the storage.

6. Principal's materials and documents

1. The materials required for manufacturing the goods and delivered by the client must meet the requirements of the transformation stipulated in the contract. General Terms and Conditions of adita sarl. The client undertakes to fully compensate the manufacturer for damages caused by defects in the delivered materials or by the non-conformity of these materials.

2. The materials must be delivered by the client to the production or storage location designated by the manufacturer. The client is responsible for all costs incurred for this delivery.

3. It is the responsibility of the principal to ensure that the material he delivers for manufacturing, as well as manuscripts, data media, slides, photos, documents necessary for printing, etc., are secured.

7. Delivery times

1. The delivery dates or deadlines agreed upon by the parties cannot be considered as fixed or unavoidable time limits. It is not the parties' intention to allow the manufacturer, without the client's consent, to deliver only until the agreed date or the expiry of the agreed delivery period.

2. Delivery times begin upon receipt of the order documents (photos and texts, manuscripts or digital files, proofs, prints, layouts, etc.) by the manufacturer. Delivery times or dates are considered met when the goods have left the production site or when notification that the goods are ready for shipment has been given before the expiry of these times.

3. Delivery times will be extended accordingly if the manufacturer fails to overcome any obstacles that may arise through appropriate action. These obstacles include, for example, epidemics, mobilizations, wars, riots, significant operational incidents within the company, major breakdowns of production machinery, labor disputes (e.g., strikes and lockouts), late or incorrect deliveries of necessary raw materials or semi-finished or finished products, administrative measures or prohibitions, and natural disasters, provided that such obstacles affect the completion or delivery of the goods. This applies regardless of whether these obstacles arise at the manufacturer's premises, the client's premises, or those of third parties. The manufacturer cannot be held liable if these events occur while delivery is already delayed.

4. The manufacturer is no longer bound by the agreed delivery dates and deadlines when the documents required from the client (photos and texts, manuscripts or computer media, proofs, prints, layouts, etc.) are not delivered to the manufacturer on time, when the client wishes to change these documents subsequently, causing a delay, when the client is late in paying amounts due or is late in fulfilling other obligations (contractual or otherwise), or when proofs, execution orders, etc., are not provided within the deadlines set by the manufacturer.

5. In the event of a delay in delivery at the request of the principal or in the event of a delay by the principal, the manufacturer is entitled to charge, in addition to the related late payment interest, and after a period of one month after notification of availability for delivery, the costs incurred by storage, limited however to 1/2% of the invoice amount per month, when the storage takes place in the manufacturer's buildings.

8. Reception

1. The client is obligated to accept the goods offered in accordance with the contract. If the goods are not accepted within a reasonable or agreed period after notification of production completion, the manufacturer is entitled to store the goods at the client's expense and under their responsibility. Furthermore, after determining a reasonable period and issuing appropriate notice, the manufacturer is authorized to dispose of the goods and deliver alternative goods to the client within a further reasonable period, provided they are of the same type.

9. Retention of title

1. The manufacturer retains title to the goods until receipt of all payments stipulated in the contract. The principal is obligated to inform the manufacturer of the goods' storage location and of all movements thereof. The manufacturer is entitled to register the retention of title in the appropriate register at the principal's expense, provided that the legislation of the place where the goods are stored permits it. The principal hereby authorizes the manufacturer to carry out, on its behalf, any other formalities necessary to substantiate its retention of title at the goods' storage location.

2. The principal is not entitled to pledge or assign as security the goods subject to retention of title. They are obligated to notify the manufacturer in the event of any pledge, seizure, or other action taken against the goods subject to retention of title by third parties.

3. In the event of breach of contract by the principal, particularly in the case of late payment, the manufacturer has the right, after issuing a reminder and formal notice, to repossess the goods, and the principal has the obligation to return them. The exercise of this retention of title and the seizure of the goods by the manufacturer do not terminate the contract.

10. Guarantees

1. The manufacturer is liable for defects in the goods to the exclusion of all other claims, as follows:

2. The warranty period is 3 months. It begins when the delivery leaves the place of production. If delivery is delayed for any reason not attributable to the manufacturer, the warranty period will end no later than 6 months after the delivery item is made available or notification of availability is received.

3. The client is obligated to check the control documents and proofs (proofs, copies, files, and similar media) for errors and return them with the final approval and instructions for any necessary corrections within the timeframe agreed upon with the manufacturer. Any omissions or irregularities not noted by the client will be considered accepted. Corrections and modifications communicated by the client over the phone must be confirmed in writing within 24 hours. Failure to do so will void any warranty claims related to these corrections and modifications. If it is agreed to waive the provision of control documents and proofs, the manufacturer will not assume any warranty for defects in goods unless they can be proven to be due to gross negligence on the part of the manufacturer.

4. The client has a duty to inspect the goods immediately upon delivery and to notify the manufacturer in writing within 5 days of delivery of any defects. If the client fails to make this notification, the goods will be considered accepted, provided that the defects are not latent and would not have been detectable upon careful inspection. Any latent defects must be reported in writing within 7 days of their discovery; otherwise, the goods will also be considered accepted for these defects.

5. The manufacturer undertakes, in the event of a claim made within the time limits, to remedy the defects in the goods free of charge within a reasonable time, or to proceed with a new delivery in exchange for the defective goods.

6. Variations in the usual professional practices regarding the workmanship and materials of the goods, particularly concerning the accuracy of the cut, the conformity of the reproduction to the original, the accuracy of the tones, and the quality of the printing substrate (paper, cardboard, etc.), do not constitute defects in the goods. They do not give rise to any warranty claim by the principal.

11. Quantities more or less

1. Quantities exceeding or falling short by up to 10% of the ordered quantity (20% in the case of custom-made materials) are not subject to dispute unless otherwise agreed. Only quantities actually delivered will be invoiced.

12. Copyright / Reproduction rights

1. The manufacturer is the exclusive owner of all copyrights and related reproduction rights arising from the work produced in the production of the goods, in accordance with copyright law.

2. The reproduction and printing of all photographic and written documents, samples, and similar materials made available to the manufacturer by the client is subject to the assumption that the client possesses the corresponding reproduction and printing rights. This also applies to the reuse of photographic and written documents, samples, and similar materials that were made available to the manufacturer by the client at a previous date and that have been archived by the manufacturer in accordance with the contract.

3. In the event of a complaint, the principal undertakes to release the manufacturer from any obligation towards third parties and to assume any dispute that may arise from the reproduction and printing of photographic and written documents, samples and similar material that have been made available to the manufacturer by the principal.

13. Documents used for reproduction / tools

1. All documents used for reproduction (photographs, computer media, typographic material, montages, clichés, etc.) and all tools (cutting shapes, matrices, etc.) remain the property of the manufacturer, even if the costs of creating the documents and tools have been invoiced to the client.

14. Preservation of working documents

1. The manufacturer is not obligated to retain working documents such as files, negatives, color proofs, lithographs, films, compositions, proofs, or tools after the goods have been manufactured and delivered, unless otherwise agreed in writing. A record of the final data intended to safeguard the technical production data of the goods will be deleted six months after the delivery date.

2. When the retention of working documents has been agreed upon in writing, the resulting costs, e.g., for archiving, retrieval, formatting, and editing, will be invoiced at cost. The retention of working documents is at the client's risk. The manufacturer assumes no responsibility for the subsequent proper availability of the archived working documents.

15. Limitations of liability

1. With regard to direct damages caused by gross negligence or willful misconduct and suffered by the principal due to the manufacturer or its auxiliary personnel during the performance of contractual obligations, the manufacturer's liability is limited to a maximum of the agreed or confirmed price of the goods.

2. The manufacturer accepts no responsibility for inaccurate or incomplete data transmitted by the customer (via computer or modem). Furthermore, the manufacturer disclaims all liability when the data provided cannot be processed or used in a standard manner and consequently results in defects in the ordered products. The manufacturer accepts no responsibility for the loss of delivered data or data requiring reprocessing.

3. The client's right to compensation exceeding that mentioned above is deemed nonexistent. In particular, the manufacturer assumes no liability for indirect or defective damages, for economic losses, or for damages resulting from lost orders or lost profits on the part of the client, etc.

16. Modifications, additions and partial cancellations

1. Any modification and addition to these general conditions or to a contract between the manufacturer and its principal, as well as any other legally binding declaration by the contracting parties, must be recorded in writing to be valid.

2. If any clause of these general terms and conditions or of a contract between the manufacturer and the client is deemed null and void, that clause shall be replaced by a new, valid clause that most closely approximates its legal or commercial purpose. The validity of the other clauses of the contract and these general terms and conditions shall not be affected.

17. Place of execution and jurisdiction

1. The place of performance for both parties is the manufacturer's headquarters.

2. In the event of any dispute arising out of or in connection with the individual contract between the contracting parties and these general terms and conditions, including disputes relating to the performance, legal validity, modification, or termination of said contract, the courts of the manufacturer's registered office shall have exclusive jurisdiction. The manufacturer is also entitled to bring an action before the courts of the principal's registered office or branch. The principal expressly waives the right to bring an action before the courts of its place of jurisdiction, the courts of its registered office or branch, or any other court.

18. Applicable law

1. The contracting parties hereby submit their legal relationship to Lebanese law. This supplements the contract and these general terms and conditions. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is explicitly excluded.