Printing companies will involve a variety of contracts in their daily production and operation activities, and printing contracts are undoubtedly the most contracted type with the largest number of contracts and the most attention. The following author discusses the legal risks and precautions that may arise when printing companies sign printing contracts with domestic and foreign customers.
Contract Subject
Printing enterprises accept the commission to print various printed materials, and must verify the certification documents of the commission printing unit and the commissioner, including the printing power of attorney or the commissioned printing certificate, the approval certificate, the "Publication License", the "Trademark Registration Certificate", the registered trademark drawings Registered trademark license contract, advertising business qualification certificate, business license, and qualification certificate of the commissioner.
In addition to verifying the above-mentioned various certification documents, printing companies should also pay attention to who the printing contract should be signed with. In actual business, printing companies often face this situation, that is, the commissioning units and commissioners who provide the above-mentioned certification documents do not directly sign the printing contract, but designate a third party to sign the printing contract. So, can printing companies sign printing contracts with third parties? Are there any legal risks? If so, what precautions should be taken?
There are many types of printed materials. For the convenience of explanation, the author simply divides the printed materials into two categories, one is publication and the other is non-publication. First we look at the printing of publications. According to China's "Publication Management Regulations", "Publication Printing Management Regulations" and other laws and regulations, publication printing enterprises shall not accept the commission of non-publishing units and individuals to print or copy publications. The reason for this provision is that publishing activities in China are strictly controlled by the state. Only subjects with certain qualifications can engage in the activities of editing, proofreading, printing, copying, and publishing of publications. Publishing units give up the responsibility of any link to foreign units or individuals, and they will be investigated and dealt with according to the sales order number, issue number, and version number. Does this mean that as long as the publishing unit provides a legal publication printing power of attorney to the printing company, it complies with the above regulations, and it does not matter whether the printing contract is signed with the publishing unit or with a third party (non-publishing unit)? Strictly speaking, such an understanding is not in line with the legislative spirit of our laws and regulations. On the one hand, the signing of a publication printing contract between a printing enterprise and a non-publishing unit means that both parties have a right and obligation relationship regarding the printing of the publication. Among them, the printing enterprise is responsible for processing and producing the publication and delivering it to the non-publishing unit. The contract price is essentially that the printing company has accepted the entrustment of the non-publishing unit to print the publication; on the other hand, the signing of the printing contract by the non-publishing unit means that they are engaged in publishing activities, which is also illegal. Therefore, although the printing power of attorney is provided by the publishing unit, the printing enterprise cannot sign a publication printing contract with any third party (non-publishing unit).
Among the above illegal acts, the publishing administration often punishes only publishing units and non-publishing units, and printing enterprises are spared. This is related to the focus of the Chinese government on this code of conduct, that is, it is strictly forbidden to buy and sell book numbers, journal numbers, and version numbers. , But in any case did not deny the punishment that printing companies should receive. According to the "Publishing Regulations", if a printing enterprise accepts the entrustment of non-publishing units and individuals to print or copy publications, the publication administration department shall confiscate the publications and illegal income, and the illegal business volume of more than 10,000 yuan shall be imposed on the illegal business volume. A fine of more than 5 times and less than 10 times; if the illegal business volume is less than 10,000 yuan, a fine of more than 10,000 yuan and less than 50,000 yuan shall be imposed; if the circumstances are serious, it shall be ordered to suspend business for rectification within a time limit or the license shall be revoked by the original issuing authority. In summary, the author recommends that printing companies still strictly abide by the law and sign printing contracts with publishing units, rather than try the law with a fluke.
For non-publication printing, since there are no relevant qualification restrictions, printing companies can accept legal entrustment from any unit or individual to carry out printing activities. Among them, the only thing that printing companies should pay attention to is the payment of printing costs by the counterparty of the contract. Because it is often a credit-worthy middleman who signs a printing contract with a printing enterprise, it is easy to refuse payment, delay payment or reduce the payment of printing costs. At this time, because the printing enterprise does not have a client with these middlemen, that is, the printed matter is really The recipient of the contract signed, it can not be submitted to any payment requirements, which will cause printing companies to fall into an extremely passive situation. If a printing company cannot avoid signing a contract with an intermediary, it should provide guarantee for future payment recovery in other ways, such as stipulating a larger percentage of advance payment, or asking the other party to provide a guarantee.
Contract form and drafting
First, try to sign a standard printing contract in written form. Although China ’s “Contract Law†and the “United Nations Convention on Contracts for the International Sale of Goods†all adopt a lenient attitude towards the form of the contract, oral, written and other forms are acceptable. Applicable laws, dispute resolution, and other related rights and obligations, and to avoid friction and disputes during the performance of the contract. Signing the contract in writing will effectively protect the interests of the printing enterprise.
Secondly, in using the contract text, the contract provided by the printing company should be used as the execution text. The contract texts provided by some large domestic customers, especially foreign customers, are often their formatted contracts, and some of the terms may not be applicable to the actual situation of the transaction at all, or it is obviously unfavorable to the printing company, and the printing company needs to modify it. , Especially the modification of key provisions will be very difficult. Without modification, you cannot fully protect your contractual rights and interests. For example, with regard to the change of the specifications of the subject matter of the contract, the contract provided by the other party will stipulate that it can arbitrarily change the production specifications of the subject matter. Our party must unconditionally comply with the implementation and cannot increase any costs, otherwise it will constitute a breach of contract; The regulations are entirely based on the customer ’s own judgment. Once it has not been recognized, the printing enterprise must bear the responsibility for breach of contract in terms of quality. In terms of contract rights and obligations transfer, it is often stipulated that it can independently determine the contract rights without obtaining the printing enterprise ’s consent. The transfer of obligations to any third party, and the printing enterprise must transfer the rights and obligations of the contract, it must be the consent of the other party before proceeding; in terms of contract termination, it also stipulates that it can terminate the contract in advance or without notice to the printing enterprise for any reason , And the printing enterprise can terminate the contract in advance only in the case of its breach of contract; in terms of limitation of liability, if the printing enterprise ’s economic loss caused by the breach of the contract, the amount of compensation shall not exceed the total contract price or a certain percentage of the total contract price, But the printing company violated the contract Economic loss, it is not so limited and so on. Printing enterprises must have enough vigilance and attention to the above-mentioned clauses, and at the same time, based on the principles of fairness, reasonableness, and equality in civil and commercial activities, strive to reason with customers, and must modify the unreasonable places to protect themselves to the greatest extent. Legal rights.
Print price
The price of printed matter has different components, which should be clearly reflected in the printing contract. Whether the layout, paper, printing, transportation, service and other aspects are included will affect the price level. Due to the production nature of printing companies, paper, ink and other materials are often purchased in large quantities. The prices of these materials may fluctuate continuously in a certain period of time, which causes a certain degree of uncertainty to the cost control of printing companies. Reflected in the contract text, it should be clearly stated whether the contract price is fixed or can have a certain floating range. If it can be floated, how and by whom will the floating range be determined. In terms of payment deadlines, a certain percentage of prepayments should generally be specified, and the percentage depends on the other party ’s creditworthiness and other factors. At the same time, the remaining balance should be stipulated to be paid within a certain period after the delivery period expires.
In addition, the choice of international trade terms will also have a major impact on the determination of product prices and the prevention of risks in printing companies contracting foreign printing businesses. Generally speaking, printing companies should strive to choose CIF and CFR terms, because under these two terms, transportation is our responsibility, and freight is borne by us, so that printing companies can control and reduce delivery risks and transportation costs, thus Expand price advantage or maximize profit. Of course, if the international freight rate is bullish, in order to avoid the risk of rising freight rates, FOB term should be used; or in order to win the discount of freight rates and insurance premiums, foreign customers are required to apply for charter booking and insurance on their own, in order to develop bilateral trade , FOB terminology can also be used.
Claim period
No printing company can easily guarantee that the printing quality can be 100%, and the actual production certificate cannot be achieved. In order to maintain their reputation, printing companies will try their best to solve the quality problems raised by customers. But we know that the sales cycle of products (books, periodicals, etc.) produced by the printing industry is much larger than its production cycle. If the quality problems of the printed products are solved indefinitely, it will cause a lot of unnecessary trouble. For example, printing companies need to re-imposition, printing, printing, binding, packaging, etc. in order to ship, the cost incurred may not only be the printing costs of this part of the product.
Specifying the time limit for quality claims of printed matter in the printing contract will effectively solve the above problems. The effect of specifying such a time limit is that if the customer cannot file a quality claim within the time limit, then he will lose the right to claim compensation from the printing company at any time thereafter. Such regulations will prompt customers to file claims with printing companies on product quality issues and resolve them as soon as possible. For printing companies, it will also avoid getting stuck indefinitely for the quality problems of their prints. Of course, the length of the specific period can be negotiated by both parties to reach a regulation acceptable to both parties.
Film save
After the printing enterprise completes the printing task for the customer, the customer often does not take the film in time or propose processing arrangements for it. In this case, for printing companies, based on the desire for long-term cooperation, will save the film for customers. Although there is no contractual stipulation for this kind of preservation, the printing enterprise is, after all, a custodian and has the legally implied duty of cautious custody. If the printing company accidentally damages or loses it, then in the future, if the customer wants to add or request for printing, the printing company may be held liable for careless compensation.
The solution is to stipulate a period for a printing company to keep the film free of charge for its customers, and at the same time not bear the risk of damage or loss due to its own reasons. Such a rule provides a sufficient reason to defend the possible liability of printing companies in the future.
Business Restrictions
Printing companies often encounter this situation. Some foreign customers and some large domestic customers require the printing companies to not provide the same or similar printing services to other companies with the same or similar business in their contract versions. Once the printing enterprise signs and agrees to such a regulation, it will greatly restrict the business development of the printing enterprise. Not to mention that the business opportunities with other customers that may be lost due to this, even the long-term development of the business with such customers is not fully guaranteed. Therefore, printing companies must put an end to such restrictions, even if they have to, they must also add a period of time limit on the basis of such regulations, that is, only within a certain period of time can not provide printing services to other customers of the same type.
Applicable law and dispute resolution
Contracts provided by foreign customers usually stipulate that any issues such as the conclusion, performance, and interpretation of the contract should apply to the laws of the country where they are located, and if a dispute arises, they should be submitted to the court or arbitration commission of the country where they are located. Because of these two regulations, once a contract dispute occurs, foreign customers often use the relevant laws of the country where they are located as a reason to change, terminate the contract, or even refuse to perform their contractual obligations. In addition to our lack of understanding of foreign laws, in this case, we often choose to abandon the claim, and thus have to bear huge amounts of money lost. Some companies hire foreign lawyers to conduct litigation or arbitration in the country where the client is located, but even if they win the case, they will pay a lot of time, energy and money. Therefore, stipulating the applicable law of the contract as our country ’s law, and the dispute resolution agency as the court of jurisdiction where the printing company is located or the China International Economic and Trade Arbitration Commission will play a very important role in the smooth performance of the contract and the recovery of the payment to protect the legitimate rights and interests of the printing company. The key role.
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