Valid from 01.06.2018
“DELIVERY TERMS” mean the terms and conditions governing the conditions of sale for the services and products of Printon AS (hereinafter the “CONTRACTOR”), and the rights and obligations of the parties.
CONTRACTOR – means Printon AS (commercial registry code 10671126).
“CUSTOMER” means the natural and legal persons who order works, products and services from the CONTRACTOR.
“PARTY OR PARTIES” mean the CONTRACTOR and the CUSTOMER or together as the CONTRACTOR and CUSTOMER.
“SERVICE” means the works, products and services, ordered from the CONTRACTOR by the CUSTOMER.
“PUBLICATION” means the result, i.e. final product, of the SERVICE, provided by the CUSTOMER based on the original material and instructions (the material, format, colours etc.) given by the CONTRACTOR.
“PRICE QUERY” means a proposal made by the CUSTOMER to the CONTRACTOR to make an offer for the provision of the SERVICE.
“TERM” means the date, upon the arrival of which the agreed action takes place.
“OFFER” means a proposal to enter into a contract in a manner which is sufficiently defined and which indicates the intention of the parties to be legally bound by the contract to be entered into if the proposal is accepted.
“ORDER CONFIRMATION” means the CUSTOMER’s confirmation regarding the acceptance of the OFFER.
“ORIGINAL MATERIAL” means the material delivered by the CUSTOMER to the CONTRACTOR in electronic format (PDF files or other agreed format) which enables the agreed service to be performed.
“CONTRACT” shall be considered as a contract when the CONTRACTOR has received an order confirmation from the CUSTOMER. These general delivery terms constitute an integral part of the contract.
Unless otherwise provided for in the contract to be concluded between the CUSTOMER and the CONTRACTOR, the CONTRACTOR and the CUSTOMER shall proceed from the conditions set out in these DELIVERY TERMS.
In the event of a conflict between the DELIVERY TERMS and the special agreements, the provisions of a special agreement shall prevail. Agreements with which the parties deviate from the provisions of the DELIVERY TERMS must be concluded in writing and signed by the parties (except for the payment terms which can be agreed by e-mail). Failure to comply with the formal requirements shall result in the invalidity of the corresponding agreement.
- OFFER AND PRICE
2.1. The offer must be submitted in writing or in a form enabling written reproduction. The offer shall be valid for 30 days from the date of the submission thereof.
2.2. The answer given to the offer, which includes additions, limitations or proposals, shall not be binding to the CONTRACTOR; the answer shall be considered to be a counteroffer by the CUSTOMER.
2.3. The CUSTOMER shall deliver the ORDER CONFIRMATION to the CONTRACTOR in writing or in a form enabling written reproduction, referring to the OFFER number.
2.3.1. If the CUSTOMER submits the OFFER CONFIRMATION after the expiry of the OFFER validity period, such OFFER CONFIRMATION shall be deemed to be a PRICE QUERY, based on which the CONTRACTOR shall submit a new OFFER to the CUSTOMER. If the OFFER remains the same, the CONTRACTOR shall inform the CUSTOMER of such, by accepting the ORDER CONFIRMATION in a way that enables written reproduction.
2.4. If models or samples are ordered from the CONTRACTOR, the CUSTOMER shall be obliged to compensate the expenses incurred by the CONTRACTOR in relation to them, in addition to the calculation made for the execution of the works, even if the CUSTOMER waives the order.
2.5. The content of the offer is confidential, and the PARTIES shall not have the right to use it for other purposes or disclose it to third parties.
2.6. Proposals, drawings, models or other preparatory documents, accompanying the offer, are the property of the PARTY and the other PARTY shall not have the right to use them in its own interests or disclose them to third parties (except for if the use of a subcontractor is necessary for the production of the SERVICE).
2.7. By granting consent to the offer or upon submitting the ORDER CONFIRMATION, the contract shall be deemed to be concluded between the parties. As to the conditions not covered by the offer, the PARTIES shall be guided by these DELIVERY TERMS, unless agreed otherwise.
2.8. The CONTRACTOR shall have the right to add reasonable additional costs to the agreed price if, in the event of these reasons, the CUSTOMER has been informed immediately and the CUSTOMER has not promptly disputed such additional costs.
2.9. If the OFFER does not include an arrangement regarding transport, the CUSTOMER shall organise transport at its own expense and resources, and bear the expenditure on storage.
- SUBMISSION OF THE ORIGINAL MATERIAL AND PREPARATION FOR PROVIDING THE SERVICE
3.1. The CUSTOMER shall submit the ORIGINAL MATERIAL to the CONTRACTOR on the due date indicated in the OFFER at the latest. The ORIGINAL MATERIAL shall be deemed delivered at the moment the CONTRACTOR receives the material. If the ORIGINAL MATERIAL reaches the CONTRACTOR after 17:00, the ORIGINAL MATERIAL shall be deemed delivered to the CONTRACTOR at 09:00 on the next business day.
3.2. Upon preparation and submission of the ORIGINAL MATERIAL, the CUSTOMER shall adhere to the CONTRACTOR’s corresponding instructions, i.e. “Requirements and recommendations for the preparation of digital originals”, which are disclosed on the CONTRACTOR’s website (http://printon.ee/nouanded/trukiettevalmistus/).
3.3. Upon receipt of the ORIGINAL MATERIAL, the CONTRACTOR shall review it. If the ORIGINAL MATERIAL is not sufficient for the preparation of the PUBLICATION, or if other circumstances hinder the provision of the SERVICE, according to the ORIGINAL MATERIAL, to be provided under the contract, the CONTRACTOR shall immediately notify the CUSTOMER of any such deficiencies.
3.4. If the CUSTOMER has confirmed a colour test, sample print or sheet printout of the ORIGINAL MATERIALS, however, wishes to change the ORIGINAL MATERIALS, the CONTRACTOR shall have the right to demand payment for the works performed (remuneration for reproduction, the cost for additional printing plates etc.). The CUSTOMER cannot change the original materials when the printing process has started.
3.5. It is recommended for the CUSTOMER to submit to the CONTRACTOR, along with the ORIGINAL MATERIAL and, by the due date for the submission of the ORIGINAL MATERIAL at the latest, a sample of the PUBLICATION or a model, i.e. a printout of the ORIGINAL MATERIAL using an ordinary printer. Such printout should be folded and bound like the desired final product. In the case that the CUSTOMER does not submit a model, the CONTRACTOR shall not be liable if the PUBLICATION does not correspond exactly to the CUSTOMER’s wishes.
3.5.1. Upon submission of the model by the CUSTOMER, the CONTRACTOR shall also check whether or not a publication corresponding to the model can be made using the ORIGINAL MATERIAL. If the PUBLICATION cannot be carried out according to the submitted ORIGINAL MATERIAL, the CONTRACTOR shall identify the possibilities for carrying out the work and make a new OFFER.
3.6. The CONTRACTOR shall not be obliged to check the orthography of the texts of the ORIGINAL MATERIAL or their conformity with the CUSTOMER’s wishes. The CUSTOMER shall be liable for the correctness of the content of the ORIGINAL MATERIAL.
3.7. In the case of coloured publications, it is advisable for the CUSTOMER to order a colour test and, if the colours are suitable, to provide the CONTRACTOR with an approval. The CONTRACTOR shall inform the CUSTOMER of the price of the colour test, and shall undertake to perform the colour test and present it to the CUSTOMER after the CUSTOMER has consented to the payment of the price of the colour test. Upon the provision of the SERVICE, the CONTRACTOR shall use the given colour test as a colour sample, and the CONTRACTOR shall undertake to print using colours as close to those of the colour test as possible. If the colour test is not submitted, the CONTRACTOR shall use the colour values (densities) given in the standard ISO 12647-2 as the basis for the colour scheme, according to the paper used.
3.8. Before manufacturing the printing plates, the CONTRACTOR shall print out a sheet of each printing plate, using the ORIGINAL MATERIAL. The CONTRACTOR shall not be obliged to present the sheet printouts to the CUSTOMER. If the CUSTOMER has expressed a desire to review the printouts, it shall be agreed upon further.
3.9. If the CUSTOMER has accepted a sheet printout, colour test or a sample print, the CUSTOMER shall not have the right to treat a circumstance which occurred on the accepted printout, colour test or sample print as a PUBLICATION defect.
- PERFORMANCE, DELIVERY AND RECEPTION OF THE SERVICE
4.1. Upon performing the SERVICE, the PARTIES shall proceed from the relevant provisions of the Law of Obligations Act.
4.2. The CONTRACTOR shall undertake to execute the SERVICE by the term indicated in the OFFER, unless
4.2.1. the CONTRACTOR has not received the ORIGINAL MATERIAL and or a model by the term for the submission of the ORIGINAL MATERIAL;
4.2.2. the ORIGINAL MATERIAL submitted is defective and the CUSTOMER fails to eliminate such defects by the term for the submission of the ORIGINAL MATERIAL. The obligation to submit the ORIGINAL MATERIAL shall be deemed to be fulfilled on the day the CONTRACTOR receives the ORIGINAL MATERIAL, the deficiencies of which have been eliminated;
4.2.3. the CUSTOMER wishes to make changes to the ORIGINAL MATERIAL, and the CONTRACTOR does not receive the changes by the term for the submission of the ORIGINAL MATERIAL;
4.2.4. if the customer has requested sample prints or colour tests, and the confirmation of the above control materials is delayed by more than one working day.
4.3. In the case mentioned in clauses 4.2.1 to 4.2.4 of the GENERAL TERMS AND CONDITIONS, the CONTRACTOR shall inform the CUSTOMER of the new date of execution of the SERVICE after the receipt of the final and non-defective ORIGINAL MATERIAL. The CONTRACTOR shall forward the notice on the new term for the provision of the SERVICE to the CUSTOMER in writing or in a form enabling written reproduction. Upon determining a new term for the provision of the SERVICE, the CONTRACTOR shall take into account the CUSTOMER’s interests as much as possible.
4.3.1. The CUSTOMER must provide confirmation of the suitability of the new term not later than within one working day. If the CUSTOMER does not respond within one business day, the CONTRACTOR shall have the right to review the term of the work or cancel it.
4.4. If the provision of the SERVICE remains in progress at the request of the CUSTOMER or the CONTRACTOR, as the CUSTOMER has not fulfilled its obligations beforehand, the pre-production shall be stored for up to 30 days, after which the CONTRACTOR shall have the right to dispose of the pre-fabrication. The CUSTOMER shall be required to reimburse the costs incurred for the manufacture of the pre-fabrication product.
4.5. If the CUSTOMER wishes to issue the PUBLICATIONS in parts and the issue is for a longer period than 30 days, the CUSTOMER shall undertake to pay the CONTRACTOR for the storage costs according to the established price list. The maximum storage time is 6 (six) months, after which the CONTRACTOR shall have the right to dispose of the PUBLICATIONS. The issue of PUBLICATIONS in parts does not relieve the CUSTOMER of the payment of the invoice in full within the agreed term.
4.6. The transfer and receipt of the PUBLICATION shall take place by signing an instrument of delivery and receipt or a delivery note by the Parties or the transport company. The Incoterm DAP (2010) is used.
4.7. If the CUSTOMER had to organise the transport of PUBLICATIONS and failed to do so within 30 days, the CONTRACTOR shall have the right to dispose of the PUBLICATIONS and require the CUSTOMER to pay the invoice issued for the provision of the service and to reimburse the storage costs.
4.8. If the CUSTOMER wishes the PUBLICATIONS to be delivered to destinations other than previously agreed upon in the OFFER, the CUSTOMER shall undertake to notify the CONTRACTOR of such in writing or in a form enabling written reproduction no later than two working days before the term for the provision of the SERVICE, and shall undertake to reimburse any additional transport costs.
- DELAYS IN THE PERFORMANCE OF THE CONTRACT, AND DIFFERENCES IN THE AGREED CIRCULATION
5.1. If the CONTRACTOR is unable to adhere to the performance deadlines due to a lack of labour force or raw materials or due to equipment failure or any such obstacle which they could not foresee at the time of entry into the contract, the CONTRACTOR shall immediately inform the CUSTOMER thereof, and a new term shall be agreed.
5.2. If the occurred obstacles render the performance of the contract excessively difficult, impracticable or unreasonably burdensome for the CONTRACTOR in any other manner, the CONTRACTOR shall have the right to withdraw from the contract. The CONTRACTOR shall inform the CUSTOMER of the withdrawal in writing. In such case, the CUSTOMER shall not have the right to request compensation for the damages caused. However, the CONTRACTOR shall return any and all materials delivered by the CUSTOMER, to the CUSTOMER. If this is impossible, the CONTRACTOR shall reimburse the cost of the materials given to the CUSTOMER.
5.3. The CONTRACTOR shall guarantee the CUSTOMER a fluctuation of ± 2% of the ordered amount. The payment for the difference between the agreed and the actual circulation shall be made in compliance with the terms of the offer. The CUSTOMER shall undertake to pay the total transferable amount for the delivered circulation in compliance with the agreed unit cost.
- PAYMENT TERMS
6.1. The CUSTOMER must pay for the service in compliance with the terms and conditions agreed upon by the PARTIES.
6.2. The PARTIES shall agree on the price of the works and payment conditions (including advance payment) in the OFFER.
6.3. If the payment is not specified in the OFFER, the due date shall be 14 days.
6.4. The invoice shall be issued after completion of the PUBLICATION or provision of the SERVICE.
6.5. The invoice shall be issued to the CUSTOMER ordering the SERVICE. If the CUSTOMER wants the invoice to be issued to a third party, the CUSTOMER must provide written consent of the person concerned.
6.6. Upon a delay in payments, the CONTRACTOR shall have the right to request default interest from the CUSTOMER of 0.15% of the outstanding amount per day for every delayed calendar day.In the payment of the debt, the fines and costs shall be calculated first, default interests second and, lastly, the core debt.
6.7. If the CUSTOMER delays paying the invoice for more than 30 days, the CONTRACTOR shall have the right to transfer the claim against the CUSTOMER to third parties. The CUSTOMER shall be obliged to pay all expenses arising from the collection of the debt, and, additionally, the delay in the payment of an invoice may lead to the publication of the CUSTOMER’s data in the Credit Register.
- LIABILITY OF THE PARTIES COMPLAINTS
7.1. The PARTIES shall be liable to each other for the direct damage caused by improper performance of the contract to the documented extent. The Parties shall not be liable for indirect damage caused to each other (loss of profit, interruption of economic activities etc.).
7.1.1. The CONTRACTOR’s liability for the damages caused to the CUSTOMER shall be limited to the price of the SERVICE.
7.2. The PARTIES shall submit complaints to each other by e-mail to the e-mail address indicated in the OFFER. The submitter of the complaint shall be required to provide evidence (including pictures, samples etc.) for poor-quality PUBLICATIONS. The CUSTOMER shall submit complaints no later than within seven days from the delivery/receipt of the PUBLICATIONS.
7.3. The recipient of the PUBLICATIONS shall undertake to inform the carrier and the CONTRACTOR of any external damage of the goods upon unloading or immediately after the end of loading, and make the corresponding written mark on the delivery note before signing an acknowledgement of receipt.
7.4. The CONTRACTOR shall reply to the CUSTOMER’s complaint within 14 days.
7.5. If the CONTRACTOR agrees with the CUSTOMER’s complaints regarding the deficiencies of the PUBLICATION, the Parties shall agree on the manner of elimination of the consequences of the defects, and on an elimination time schedule. If the CONTRACTOR agrees to eliminate the deficiency of the PUBLICATION within a reasonable time, the CUSTOMER shall not have the right to reduce the price of the SERVICE or refuse to accept the CONTRACTOR’s corresponding proposal.
7.6. The CUSTOMER shall return the PUBLICATIONS not conforming to the terms and conditions of the contract to the CONTRACTOR within 14 days of the delivery thereof. The PUBLICATIONS to be returned shall be delivered to the CONTRACTOR by a corresponding delivery note. The signature of the delivery note shall not be considered a CONTRACTOR’s acceptance of work deficiencies.
7.7. Non-conformity of individual copies shall not be considered a non-conformity of the entire circulation.
7.8. The CONTRACTOR shall not be liable for a lack of conformity of the PUBLICATIONS with the contract due to deficiencies or inaccurate instructions provided by the CUSTOMER. Minor differences in the outcome of the PUBLICATIONS agreed between the PARTIES shall not entitle the CUSTOMER to submit a complaint.
7.9. If the CONTRACTOR does not agree with the CUSTOMER’s complaints regarding the non-conformity of the PUBLICATIONS, the PARTIES shall commission an expert opinion from an independent expert (the Expert Committee of the AEPPI shall be consulted and its composition shall be acceptable to both parties). The expenses relating to the expert assessment shall be covered by the party who loses the debate. The expert opinion is definitively binding on the Parties and shall not be subject to challenge.
7.10. If the CONTRACTOR and the CUSTOMER cannot reach an agreement through negotiations, the solutions shall be resolved in Harju County Court.
- OWNERSHIP AND COPYRIGHT
8.1. The work equipment, work materials, computer programs, printing plates etc., acquired by the CONTRACTOR to provide the SERVICE and achieve interim results (including provided by the CUSTOMER), shall be the property of the CONTRACTOR and the ownership thereof shall not be transferred to the CUSTOMER upon submission of the Works.
8.2. The risk of accidental destruction of and product liability for the Works and the product shall be transferred to the CUSTOMER upon submission of the PUBLICATIONS. The time of submission shall be the time when the CUSTOMER or any person authorised by the CUSTOMER accepts or should have accepted the PUBLICATIONS in compliance with the contract. The ownership of the Works shall be transferred to the CUSTOMER when the agreed price has been paid in full by the CUSTOMER (including any possible default interest and storage expenses) unless the Parties have agreed otherwise.
8.3. The CUSTOMER shall be responsible for making sure that, on the part of the CUSTOMER, third party rights are not violated in connection with the performance of the SERVICE.
8.4. If the CUSTOMER has provided the CONTRACTOR with materials for the provision of the SERVICE (including pre-production) but has then waived the SERVICES ordered, the CUSTOMER must, within a period of not less than 1 (one) month, remove its materials from the CONTRACTOR’s premises or pay for the storage according to the price list established by the CONTRACTOR. If the CUSTOMER has not removed its material within 6 (six) months, the CONTRACTOR shall have the right to realise or dispose of such material.
- FORCE MAJEURE
9.1. A breach by the Parties of the obligations undertaken by the contract is excusable if the breach occurred for the reasons of force majeure. Force majeure refers to an event beyond the control of the party if the party could not have been reasonably expected to take it into account at the time of entry into the contract or prevent it or overcome this adverse event or its consequences. The Parties understand force majeure to include strikes, work stoppages, fire and other impediments.
9.2. The Party whose activities are hindered by force majeure is obliged to notify the other party thereof in writing at the earliest opportunity.
- OTHER PROVISIONS
10.1. If the legislation of the Republic of Estonia prescribes mandatory delivery of single copies of specific publications (hereinafter the “Deposited Copies”) to libraries or other similar institutions, the CONTRACTOR shall make the Deposited Copies at the expense of the CUSTOMER in addition to the circulation specified in the contract and shall send them to the relevant institution at the CUSTOMER’s expense. The price of making Deposited Copies must be specified in the CONTRACTOR’s Offer.
10.2. It shall be the CUSTOMER’s duty to assign the original material (print file) of the competed WORKS to the relevant institutions as prescribed by the legislation of the Republic of Estonia unless the PARTIES have agreed otherwise.
- AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS
11.1. Upon amendments to the GENERAL TERMS AND CONDITIONS, the OFFERS made before the amendments take effect and the SERVICE contracts entered into based on such OFFERS shall be governed by the GENERAL TERMS AND CONDITIONS, in force at the time of submission of the OFFER.