Effective as of 1 September 2019
Printon AS General Delivery Terms
1. Definitions
Delivery Terms – the Terms that regulate the terms of sales of the Services of the Contractor and the rights and obligations of the Parties upon the provision of Services.
Contractor – Printon AS (Commercial Register code 10671126), located at Peterburi tee 81, Tallinn, 11415.
Customer – the natural person or legal entity that orders Services from the Contractor.
Party or Parties – the Contractor or the Customer or the Contractor and the Customer jointly.
Service – the works, products and services that the Customer orders from the Contractor.
Printed Matter – the result of the Service provided by the Contractor on the basis of the original material and guidelines (material, format, colour solution, etc.) given by the Customer, i.e. the finished product.
Price Request – the request submitted by the Customer to the Contractor to obtain an offer for the provision of the Service from the Contractor.
Due Date – the last day of the deadline by which the agreed activity must be completed.
Offer – the proposal to enter into a Contract, which is adequately defined and expresses the intent of the Contractor to be legally bound by the Contract if an Order Confirmation is given in respect of the Offer.
Order Confirmation – acceptance of the Offer by the Customer.
Original Material – the material sent electronically by the Customer to the Contractor (PDF files or other agreed format), which is necessary for the provision of the Service.
Contract – the AGREEMENT made between the Customer and the Contractor, which is deemed to have been entered into on the conditions set out in the Offer if the Contractor has received an order confirmation from the Customer. The Delivery Terms are an integral part of the Contract, unless otherwise agreed by the Parties. Deviation from individual clauses of the Delivery Terms is permitted with special agreements. The special agreements shall prevail in the event of a conflict between the Delivery Terms and the special agreements. The agreements with which the Parties deviate from the provisions of the Delivery Terms must be entered into in writing and signed by the Parties (excl. payment terms, which may be agreed by e-mail). Failure to comply with the agreed format shall make the respective agreement null and void, unless both Parties express the opposite intent despite the failure to comply with the agreed format.
Written format – a document must be confirmed by the representatives of the Parties with their handwritten signatures. Electronic format is equalised with the written format, which means that the document must be digitally signed by the representatives of the Parties.
Format that can reproduced in writing – the document must be submitted in a manner that can be permanently reproduced in writing (e.g. by e-mail) and includes the names of the representatives of the Parties, but must not be signed. If the General Terms & Conditions stipulate that an expression of intent must be made at least in a format that can be reproduced in writing, then the expression of intent can be made in a format that can be reproduced in writing or in written format.
2. Offer and price
2.1. The Offer must be made at least in a format that can be reproduced in writing. The Offer shall be in force for 30 days as of the day it reached the Customer.
2.2. The response to an Offer, which includes additions, restrictions or suggestions when compared with the Offer or is conditional, shall not bind the Contractor, but such a response is regarded as a rejection of the Offer and the submission of a counter-offer by the Customer. In such a case, the Contract shall be deemed as entered into only if the Contractor submits consent at least in a format that can be reproduced in writing to the counter-offer made by the Customer.
2.3. The Customer shall send the Order Confirmation to the Contractor in a format that can be reproduced in writing, referring to the number of the Offer.
2.4. If the Customer submits the Order Confirmation after the Offer has expired, this Order Confirmation is regarded as a Price Request on the basis of which the Contractor shall submit a new Offer to the Customer. If the Offer remains the same, the Contractor shall notify the Customer about this by accepting the Order Confirmation in a format that can be reproduced in writing.
2.5. If models or colour samples, sample images, printouts of sheets, etc. (hereinafter samples) are ordered from the Contractor, the Customer must also compensate the costs incurred in relation to these to the Contractor according to the calculation prepared for the performance of the work if the Customer does not place an order.
2.6. The content of the Offer is confidential and the Parties do not have the right to use it in their interests for any purpose other than the performance of the Contract, or to disclose it to third parties.
2.7. Any suggestions, drawings, models or other materials to be prepared that are added to the Offer belong to the Party and the other Party does not have the right to use them in their interests for any other purpose or disclose them to third parties (unless a subcontractor must be used for the provision of the Service).
2.8. The Contract between the Parties shall be deemed as entered into when the Order Confirmation is submitted. In respect of the terms not included in the Offer, the Parties shall proceed from the Delivery Terms, unless otherwise agreed.
2.9. If the Customer wants to opt out of the Service after submitting the Order Confirmation, they shall compensate the costs incurred to the Contractor.
2.10. The Contractor has the right to add justified extra costs to the agreed price (e.g. the original material submitted contained errors and the original material has to be reviewed several times, etc.) if the Customer has been immediately informed about the emergence of these reasons and the Customer has not objected to the extra costs immediately.
2.11. If the Offer does not include any agreements about transport, then transport shall be organised and the costs related to transport and storage shall be borne by the Customer.
3. Submission of original material and preparation for service provision
3.1. The Customer shall present the Original Material to the Contractor by the Due Date for submission of Original Material set forth in the Offer. Original Material shall be deemed submitted when the specific Original Material has reached the Contractor. If the Original Material reaches the Contractor after 17:00, the Original Material shall be deemed submitted to the Contractor at 9:00 on the next working day.
3.2. Upon the preparation and submission of the Original Material, the Customer shall observe the Contractor’s guideline “Technical conditions for digital originals”, which is available on the Contractor’s website (https://www.printon.ee/en/nouded-failidele/).
3.3. Upon receipt of the Original Material, the Contractor shall review it and if the Original Material is not sufficient for the preparation of the Printed Matter for printing or any other circumstances appear that make it impossible to provide the Service on the basis of the Original Material as stipulated in the Contract, the Contractor shall immediately inform the Customer about the defect.
3.4. The Customer is advised to submit a sample or model of the Printed Matter, i.e. a printout of the Original Material made with an ordinary printer, which is folded and bound according to the requested final result, to the Contractor with the Original Material and by the Due Date for submission of the Original Material. If the Customer does not submit a sample or model, the Contractor cannot be held liable for the Printed Matter corresponding exactly to the request of the Customer.
3.5. If the sample of the Original Materials has been approved by the Customer, but the client still wants to change the Original Material, the Contractor has the right to demand payment for the works performed (reproduction fee, cost of extra plates, etc.). If the printing process has started, the Customer can change the Original Material, add Services or opt out of the Service only if the Customer agrees to pay all of the extra costs related to this.
3.6. If the Customer submits a sample or a model, the Contractor shall also checked whether it is possible to print Printed Matter that corresponds to the sample or the model on the basis of the Original Material. If the Printed Matter cannot be printed according to the submitted Original Material, the Contractor shall identify possibilities for providing the Service and make a new Offer.
3.7. The Contractor is not obliged to check the spelling of the texts included in the Original Material and their compliance with the requests of the Customer. The Customer shall be liable for the correctness of the Original Material.
3.8. The Customer is advised to request a colour sample from the Contractor in the case of coloured printed matter. The Contractor shall inform the Customer about the price of the colour sample and prepare the colour sample and submit it to the Customer after the Customer has agreed to pay the price of the colour sample. If the colours are suitable, the Customer shall send confirmation of this to the Contractor within one (1) working day. The Contractor uses the given colour sample when providing the Service and shall be obliged to print in colours as similar as possible to the colour sample. If the colours are not suitable for the Customer, the Customer shall send their non-approval to the Contractor within one (1) working day. If the Customer does not approve the colour sample, the Customer may request a new colour sample. The Customer shall pay the cost of each requested colour sample.
3.9. If the Customer has approved the sample, the Customer shall not have the right to regard any circumstances that appear in an approved sample as a defect of the Printed Matter.
3.10. If colour samples are not requested, the Contractor shall proceed from the colour densities defined in the ISO12647-2 standard according to the paper used.
4. Service provision, delivery and receipt
4.1. Upon provision of the Service, the Parties shall proceed from the respective provisions of the Law of Obligations Act.
4.2. The Contractor shall provide the Service by the agreed Due Date, unless:
4.2.1. the Original Material and/or model does not reach the Contractor by the Due Date for submission of the Original Material;
4.2.2. there are defects in the submitted Original Material and the Customer fails to eliminate the defects by the due date for submission of the Original Material. The obligation to submit the Original Material shall be deemed performed on the day when the Original Material in which defects have been eliminated reaches the Contractor;
4.2.3. the Customer wants to make changes in the Original Material and the changes do not reach the Contractor by the Due Date for submission of the Original Material;
4.2.4. if the Customer has requested samples and the approval of the samples by the Customer is delayed for more than one (1) working day; or
4.2.5. there is another delay caused by the Customer (the prepayment was not received on the due date, etc.).
4.3. In the cases stipulated in clauses 4.2.1-4.2.5. of the General Terms & Conditions, the Contractor shall set a new Due Date for the provision of the Service to the Customer after receiving the final and correct Original Material/elimination of the delay. The Contractor shall send the notice about the new Due Date for provision of the Service to the Customer in a format that can be reproduced in writing. Upon the determination of the new Due Date for provision of the Service, the Contractor shall take the interests of the Customer into account as much as possible.
4.4. The Customer must give confirmation of the suitability of the new Due Date within one (1) working day. If the Customer fails to reply within one (1) working day, the Contractor shall have the right to review the Due Date of the works or cancel the order.
4.5. The Due Date for provision of the Service is the day when the Printed Matter is ready for delivery. If the Parties have agreed that the Contractor shall organise transport, then the time required for transport shall be added to the Due Date for provision of the Service.
4.6. If the provision of the Service is discontinued on the request of the Customer or on the demand of the Contractor because the Customer has failed to perform their obligations, the unfinished products will be stored for 30 days after which the Contractor shall have the right to dispose of the unfinished products, unless the Customer has organised transport of the unfinished products. The Customer must compensate the costs incurred in relation to the production and disposal of the unfinished products.
4.7. If the Customer wants the Printed Matter to be issued in parts and the issue takes place over a period longer than 30 days, the Customer shall pay the storage costs to the Contractor according to the established price list. The maximum storage period is six (6) months, after which the Contractor shall have the right to dispose of the Printed Matter, unless the Customer has organised transport of the Printed Matter. The Customer must compensate the costs incurred in relation to the disposal of the Printed Matter. The issue of Printed Matter in parts shall not release the Customer from the obligation to pay the entire invoice during the agreed deadline.
4.8. The Printed Matter is delivered and received by the Parties signing the delivery and receipt certificate/waybill or by the carrier signing the waybill. The DAP (Delivered-at-Place) delivery term shall be used (according to the conditions of INCOTERMS 2010). The Customer organises and guarantees the immediate receipt of the goods delivered to the delivery address(es), including the unloading of the goods and the signing of the waybill. If the Customer fails to organise the immediate receipt of the goods, the Customer shall be responsible for the stop time and compensate the costs related thereto. The Customer shall be liable for compensating the extra costs incurred in relation to the delivery address being changed. If the Customer requests the unloading service, they must notify about this in advance and the unloading will be subject to a separate fee.
4.9. If the Customer had to organise the transport of the Printed Matter themselves and has failed to do this within 30 days, the Contractor shall have the right to dispose of the printed matter and demand that the Customer pay the invoice issued for the provision of the Service and compensation for the costs of disposal and storage.
4.10. If the Contractor is obliged to provide transport and the Customer wants to send the Printed Matter to other places or use a different type of transport or send it in other quantities (in parts) than previously agreed in the Offer, they shall notify the Contractor about this in a format that can be reproduced in writing not later than two (2) working days before the Due Date for provision of the Service and compensate the additional transport costs.
5. Delays in performance of the contract and differences in agreed print-run
5.1. If the Contractor cannot provide the service by the Due Date because of a shortage of labour or raw materials, a breakdown in equipment or any other obstacle that could not be foreseen when the Offer was made, they shall immediately inform the Customer about this and a new due date will be agreed.
5.2. If the obstacles that have emerged make the performance of the Contract unreasonably burdening or expensive for Contractor, the Contractor shall have the right to withdraw from the Contract. The Contractor shall inform the Customer about the withdrawal from the Contract at least in a format that can be reproduced in writing. In said case, the Customer shall not have the right to demand compensation of the damages caused to them, but the Contractor shall return to the Customer all of the materials given by the latter to the Contractor for the provision of the Service. If returning the materials is impossible, the Contractor shall compensate the cost of the given materials to the Customer.
5.3. The Contractor guarantees to the Customer the agreed print-run with ±2% deviation from the ordered quantity. The Customer shall pay for the entire print-run to be delivered according to the agreed unit price. Payment for the difference between the agreed and the actual print-run shall be made according to the terms and conditions set forth in the Offer if the terms and conditions concerning payment of the difference are included in the Offer.
6. Payment terms
6.1. The Customer shall pay for the Service on the conditions and in the manner agreed by the Parties.
6.2. The Parties shall agree on the price of the Service and the payment terms in the Offer.
6.3. If no payment deadline is specified in the Offer, the payment deadline shall be 14 days.
6.4. Payment for the provision of the Service shall be made according to the invoice submitted by the Contractor. The Contractor has the right to request prepayment for the provision of the Service if this is set forth in the terms and conditions of the Offer or this has been agreed separately between the Parties. A payment shall be deemed made when it has been received in the bank account of the Contractor.
6.5. The invoice shall be issued to the Customer that ordered the Service. If the Customer wants to change the recipient of the invoice to a third party before the invoice is issued, they must submit to the Contractor the written consent of the third party that the invoice shall be issued to them, and confirmation of receipt of the Printed Matter. The Contractor has the right to refuse to reissue an invoice to a third party.
6.6. In the case of delays in payments, the Contractor has the right to demand from the Customer default interest in the amount of 0.15% per day for each calendar day of delay.
6.7. Upon the payment of amounts due, any penalties and expenses shall be deemed paid first, followed by default interest and then the price of the Service.
6.8. If the Customer delays the payment of an invoice for more than 30 days, the Contractor shall have the right to assign the claim against the Customer to third parties. The Customer shall pay all the costs arising from debt collection and delays in the payment of an invoice may also result in the publication of data about the Customer in payment default registers.
6.9. The Contractor may use the Printed Matter ordered by the Customer as collateral of the latter’s debt and dispose of them to cover the debts.
6.10. The correct bank details of the Contractor are given on the invoice. The Contractor shall not be responsible for payments transferred to bank accounts that are not the accounts indicated on the invoice and treats such payments as payments not made.
7. Liability of the parties. Complaints
7.1. Any notices related to the fulfilment of an Order (confirmations, approvals, specifications, etc.) shall be sent to the other Party at least in a format that can be reproduced in The Contractor shall not be responsible for the instructions and changes given by the Customer by telephone.
7.2. The Parties shall be liable for any direct damage caused to each other due to the unsatisfactory performance of the Contract to the extent proven with documents. The Parties shall not be liable for any indirect damage (loss of earnings, disturbance of economic activities, etc.) caused to each other.
7.3. The liability of the Contractor for the damage caused to the Customer shall be limited to the price of the Service.
7.4. The Parties shall submit any complaints and responses thereto to each other by sending an e-mail to the e-mail address indicated in the Offer. The Customer must submit evidence (including photos, samples, etc.) about substandard Printed Matter with the complaint. The Customer shall submit complaints not later than within seven (7) days of receipt of the Printed Matter.
7.5. The Customer informs the person who receives the Printed Matter about the obligation to inform the carrier and the Contractor about any external damage to the goods when the goods are being unloaded or immediately after they were unloaded, and note this in writing on the waybill before confirming the receipt of the Printed Matter with their signature.
7.6. The Contractor shall respond to a complaint made by the Customer within 14 days of receipt of the complaint.
7.7. If the Contractor agrees with the complaint made by the Customer about the Printed Matter, the Parties shall agree on the manner and deadline for elimination of the consequences of the defect. If the Contractor agrees to eliminate the defect in a reasonable time, the Customer shall not have the right to reduce the price of the Service or refuse to accept the respective offer of the Contractor.
7.8. The Customer shall return the Printed Matter that does not comply with the terms and conditions of the Contract to the Contractor by agreement between the Parties or on the demand of the Contractor within 21 days of receipt of the Printed Matter. The returned Printed Matter is delivered to the Contractor with a waybill. Signing the waybill shall not be regarded as the Contractor’s agreement regarding the defects in the Printed Matter.
7.9. If some of the Printed Matter does not comply with requirements, it shall not mean that the entire print-run will be considered non-compliant. The entire print-run may include up to 2% (incl.) of non-compliant Printed Matter. If the print-run includes up to 2% (incl.) of non-compliant Printed Matter, then this shall not be regarded as breach of Contract and the invoice will be reduced by the cost of the non-compliant Printed Matter.
7.10. The Contractor shall not be liable for non-compliance of the Printed Matter with the terms and conditions of the contract if this was caused by defects in the material sent by the Customer or inaccurate instructions. Insignificant differences from the result of the Printed Matter agreed between the Parties shall not be treated as non-compliance of the Printed Matter by the Parties.
7.11. If the Contractor disagrees with the complaints made by the Customer about the non-compliance of the Printed Matter, the Parties shall request an assessment from an independent expert (by contacting the Expert Committee of the Estonian Printing and Packaging Union the composition of which is acceptable to both Parties). The Party that loses the dispute shall bear the costs of the expert assessment. The expert assessment is binding for the Parties and not subject to contesting.
7.12. Any disagreements between the Contractor and the Customer shall be resolved in the Harju County Court if an agreement cannot be reached.
8. Right of ownership and copyright
8.1. The tools, materials, computer software, printing plates, etc., procured by the Contractor for the provision of the Service (incl. delivered by the Customer) belong to the Contractor and their right of ownership shall not transfer to the Customer after the delivery of the Printed Matter.
8.2. The risk of accidental destruction and liability for the Printed Matter shall transfer to the Customer as of the moment the Printed Matter is delivered. The moment of delivery is the moment when the Customer or a person authorised by the latter receives the Printed Matter or should have received if according to the Contract. The right of ownership to the Printed Matter shall transfer to the Customer after the Customer has paid the entire agreed price (and any possible default interest, storage costs and other monetary obligations), unless otherwise agreed between the Parties.
8.3. The Customer is liable for ensuring that no third party rights are breached with the provision of the Service.
8.4. If the Customer delivers materials for the provision of the service to the Contractor (including unfinished products), but opts out of the requested Service, the Customer must remove their materials from the premises of the Contractor within one (1) month or pay for storage according to the price list established by the Contractor. If the Customer has failed to remove their materials within six (6) months, the Contractor shall have the right to dispose of the given materials.
9. Force majeure
9.1. Failure of the Parties to perform the obligations assumed with the contract shall be excusable if the breach occurred due to Force majeure. Force majeure means any circumstance that a Party could not control, and based on the principle of reasonability, they could not have been expected to take such a circumstance into account or avoid it or overcome the circumstance or its consequence at the time the contract was entered into. The Parties regard a strike, work stoppage, fire or other obstacles as Force majeure.
9.2. The Party whose activities are obstructed by Force majeure must inform the other Party thereof as soon as possible.
10. Miscellaneous
10.1. If the legislation effective in the Republic of Estonia stipulates that single copies of specific Printed Matter (hereinafter Legal Deposit Copies) must be given to libraries or other institutions, the Contractor shall make the Legal Deposit Copies at the expense of the Customer in addition to the print-run specified in the Contract and send them to the respective institution at the expense of the Customer. The price of the Legal Deposit Copies is included in the Offer made by the Contractor.
10.2. The Customer is obliged to give the original material (print file) of the Printed Matter stipulated by the legislation effective in the Republic of Estonia to the respective institutions, unless otherwise agreed by the Parties.
11. Amendment of General Terms & Conditions
In the case of amendment of the General Terms & Conditions, the General Terms & Conditions that were effective at the time the Offer was submitted shall be applied to the Offers submitted before the amendments entered into force and to the contracts for Service provision entered into on the basis thereof.