2.1 Unless explicitly stated otherwise, the offers issued by PROGIMPEX are binding for a period of 30 days after the date of the offer. All agreements are deemed to have been concluded at PROGIMPEX’s registered office. 2.2 All orders are irrevocable. The total or partial cancellation of an order by the customer, without prejudice to the right of PROGIMPEX to demand the complete execution of the order, results in the payment of a fixed compensation of 30% on the total price or the non-accepted portion, respectively, and more if circumstances so justify. 2.3 Prototyping. Each prototype or any modification to the prototype is charged separately and paid in full in advance. The customer may have the prototype modified up to five times. The approval of the prototype is a condition precedent for the entry into force of the agreement. If the prototype is approved, the costs for (the modifications to) the prototype will be deducted for 50% from the final order, except for the transport costs, which remain fully at the customer’s expense. In the absence of approval, the prototypes shall be returned to PROGIMPEX upon first request.

 

3.1 Unless agreed otherwise in writing, the stated delivery times are purely indicative and exceeding them does not give rise to any compensation payable by PROGIMPEX. 3.2. The ordered goods are delivered ex-works in the warehouse of PROGIMPEX and must be collected by the customer within eight days after notification of arrival, failing which PROGIMPEX reserves the right, by operation of law and without notice of default, to charge storage costs. 3.3 Partial deliveries are permitted and may already give rise to invoicing.

 

4.1 All prices and rates are net, ex warehouse, including normal packaging, excluding any direct or indirect, current or future tax, VAT, levy, duty, cost, fine, remuneration for reprography, authors, publishers, or others. Prices are based on the exchange rates, transport rates, raw material and energy costs in force on the date of the quotation. 4.1.1 Exchange rate: in the event of a change of more than 2% in the USD/EUR exchange rate between the date of the order and the date of payment (according to the ECB reference rate), PROGIMPEX shall be entitled to pass on this fluctuation in the final invoice. 4.1.2 Transport: quotations for transport are indicative and valid for only 30 days. Transport costs are always charged on the basis of the rates applicable at the time of actual shipment. 4.1.3 Price revision: if, after confirmation of the order, one or more cost factors (including but not limited to transport, raw materials, energy, or wages) undergo a change independent of the will of PROGIMPEX, PROGIMPEX may revise the price in proportion to this change. Any increase as described above shall be communicated by PROGIMPEX simply by letter or e-mail and charged in the final invoice, which the customer irrevocably and expressly declares to be borne by him and, where applicable, to indemnify PROGIMPEX. 4.2 Any order placed with PROGIMPEX for the design, illustration of a particular good, or the creation of a prototype of a particular good, is subject to payment of the related costs by the customer, unless the customer places an order for the designed good within the agreed minimum order quantity. The costs for the shipment of the designed prototypes are always borne by the customer, regardless of whether an order within the agreed minimum order quantity is placed.

 

 

Visible defects must be protested to PROGIMPEX by registered letter within 8 days after receipt of the goods by the customer, under penalty of forfeiture of the claim. 7.2 The customer accepts minor differences between the order (based on the proofs, samples, models and/or demonstrated goods) and the actual delivery, so that the above elements are given as an indication only. Pantone colors are performed according to best practice, but the result is always an approximation and depends on the matrial. The customer accepts differences between the ordered colors and also in terms of materials and overprint. This also applies to the quantities supplied for which, unless stated otherwise in the order confirmation, a margin of 5% more or less is accepted, even if this results in a higher or lower price. The customer expressly waives any legal claim with respect to these elements. 7.3 In all cases, PROGIMPEX’s liability towards the customer is limited to [20%] of the total purchase price, excluding all costs (transport, …) and all taxes (VAT, customs, …),  of whatever nature, except in cases where the law mandatorily prescribes further liability.

 

 

8.1 All intellectual and/or industrial rights to works, designs, models, drawings, patterns, moulds, digital files, animations, prototypes or any other material created by PROGIMPEX on behalf of the client shall remain the exclusive property of PROGIMPEX, unless otherwise agreed in writing. 8.2 If the work is supplied by the client to PROGIMPEX for further exploitation, the client guarantees that it holds the necessary intellectual and/or industrial rights to use or to have such work used. The client shall fully indemnify PROGIMPEX against any claims in this respect from third parties. 8.3 Unless expressly prohibited in writing by the client, PROGIMPEX is entitled to mention and display the products delivered and the designs developed by it as a reference in publicity, presentations and portfolio.

8.4 The designs, models, patterns, 3D interpretations, characters and products created by PROGIMPEX – regardless of whether they are wholly or partly based on materials provided by the client – shall remain the exclusive property of PROGIMPEX. The client is expressly prohibited from producing these designs, models or products itself, from having them produced, or from reproducing, imitating or deriving them in any way by third parties, in any production process or by any technique whatsoever (including but not limited to 3D scanning, reverse engineering, CAD reconstruction or AI-generated variants), without the prior written consent of PROGIMPEX. 8.5 After delivery of the goods produced by PROGIMPEX, the client shall, unless otherwise agreed in writing, obtain a limited, non-exclusive and non-transferable licence to use and exploit these goods in accordance with the agreed purpose of the project (such as promotion, merchandising or commercial sale). If no purpose has been defined, the right of use shall be limited to the purpose for which the order was evidently placed. This licence: 8.5.1 applies solely to the goods delivered by PROGIMPEX and their further distribution or sale; 8.5.2 remains valid as long as the client holds stock of the goods delivered by PROGIMPEX, with a maximum duration of three (3) years after the last delivery, unless extended in writing; 8.5.3 may be made subject by PROGIMPEX to a separate written licence agreement and fee for any use falling outside the delivered goods (such as printed matter, animation, digital campaigns or merchandising in other forms); 8.5.4 shall automatically lapse if the client fails to fully comply with its contractual obligations towards PROGIMPEX. 8.6 If the client supplies files that were wholly or partly generated by generative AI systems, the client shall bear full responsibility for the lawfulness, usability and quality of such files. The client shall indemnify PROGIMPEX against any claims from third parties relating thereto, including but not limited to infringements of copyright, trademark rights or image rights. The client undertakes to retain the prompts or instructions used to generate these files and to provide them upon PROGIMPEX’s first request. PROGIMPEX shall be entitled to reject such files if they prove technically or legally unsuitable; any reworking required shall be entirely at the client’s expense and may delay delivery, without entitling the client to any compensation from PROGIMPEX. 8.7 All source files, working files or digital media used or created by PROGIMPEX in the context of an assignment (including but not limited to vector files, CAD files, patterns, moulds, animation files, rigs, storyboards, styles and compilations) shall at all times remain the property of PROGIMPEX and shall not be transferred to the client, unless expressly agreed in writing. The client shall only obtain the right to use the finished end result in accordance with Article 8.5. 8.8 Unless an explicit exclusivity clause has been agreed, PROGIMPEX retains the right to reuse creative concepts, styles, interpretations, techniques or animation processes developed in the context of an assignment, in whole or in part, in other projects. 8.9 In the event of a proven or suspected infringement of this Article, PROGIMPEX shall have the right to demand the immediate cessation of the relevant production or sale by third parties and, if necessary, to require a recall of the infringing goods at the client’s expense. At PROGIMPEX’s first written request, the client undertakes to provide complete and verifiable information regarding producers, volumes, orders and sales channels of the goods concerned, and to grant access to relevant documents for verification, with due regard to confidentiality.

Cases of force majeure, and for whatever reason, all disruptions and impediments in the company and deliveries, all unforeseen events at PROGIMPEX or at the companies where we purchase our goods, all transport obstacles or delays, furthermore the non-delivery of the goods by suppliers, strikes, exclusions, export or import bans or restrictions, fire or accidents, mobilization, war or riots or legal provisions, entitle us to partially and definitively or temporarily cancel or suspend our delivery and performance obligations,  without PROGIMPEX being held liable for the damage caused.