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Delivery Terms

GENERAL DELIVERY TERMS OF ESTONIAN ASSOCIATION OF PRINTING INDUSTRY
Approved by the Gener­al Meet­ing of Esto­ni­an Asso­ci­ation of Print­ing Industry (EAPI) on 27 March 2003.

The Board of Direct­ors of the EAPI has a power to make modi­fic­a­tions, if neces­sary, in these Gener­al Deliv­ery Term in compli­ance with the Law of Oblig­a­tions Act (resol­u­tion of the Gener­al Meet­ing dated 2003-03-27)

1. Definitions

Deliv­ery terms – These deliv­ery terms (here­in­after the Deliv­ery Terms) are stand­ard terms in the mean­ing of the Law of Oblig­a­tions Act. Unless other­wise specified in a contract, the Performer and the Custom­er shall proceed from the provi­sions of these Deliv­ery Terms.
Performers – the EAPI members
Custom­ers – the custom­ers order­ing for works and services from the EAPI members
Parties – the Performer and the Custom­er jointly
Works – works and services ordered by the Custom­ers from the Performers
Offer – an offer in the mean­ing of the Law of Oblig­a­tions Act
Consent – an accept­ance in the mean­ing of the Law of Oblig­a­tions Act Unless other­wise provided by the contract being signed between the Custom­er and the Performer, the Performer and the Custom­er shall proceed from the provi­sions of these Deliv­ery Terms.

2. Offer

2.1. An offer is a propos­al made by the Performer to the Custom­er for sign­ing a contract. An offer shall be suffi­ciently specified (the price, the time required for perform­ance and other simil­ar terms and condi­tions). The Performer who made an offer under­takes in case of accept­ance thereto to perform the Works on the terms and condi­tions provided by the offer. An offer shall be made in writ­ing. An offer shall be valid for 30 days from the noti­fic­a­tion date there­of.

2.2. If the Performer has not specified suffi­ciently clearly essen­tial terms and condi­tions for the contract in its offer made to the Custom­er, such propos­al shall be deemed no offer by the Performer. This shall be deemed an invit­a­tion to the Performer for making an offer. If the Custom­er has made an offer for the Performer and no valid­ity term is indic­ated therein, the Performer is obliged to refer such offer with­in 30 days from noti­fic­a­tion date there­of. Both the Customer’s offer and the Performer’s accept­ance shall be done in writ­ing.

2.3. An offer lapses if no accept­ance has been given thereto in due time or if a rejec­tion notice there­of has been received by the maker of the offer.

2.4. A response includ­ing essen­tial modi­fic­a­tions if compared to the offer made is a rejec­tion there­of and a new offer at the same time.

2.5. A response includ­ing ines­sen­tial modi­fic­a­tions if compared to the offer made is accept­ance there­of in such a case if no objec­tion to these modi­fic­a­tions has been received from the maker of the offer with­in three days from receipt of such response. Should the maker of the offer fails to noti­fy about its rejec­tion, the terms and condi­tions provided by the offer togeth­er with the modi­fic­a­tions provided by accept­ance shall be the content of the contract.

2.6. An offer is gener­ally made by the Performer for free. If the Custom­er has made an invit­a­tion to the Performer for making an offer which prepar­a­tion requires for more work and exhib­i­tions (prepar­a­tion of models and samples and other simil­ar) than regu­larly, the Performer may invoice the prepar­a­tion of such offer prior to accept­ance of the Customer’s invit­a­tion. In such a case the Performer’s oblig­a­tion to prepare an offer shall commence after payment of the invoice by the Custom­er.

2.7. Each specif­ic offer is made by the Performer only to a specif­ic Custom­er. The Custom­er has no right to disclose the content of his offer to third parties. The Performer has also no right to disclose the busi­ness inform­a­tion relieved to him while commu­nic­ated with the Custom­er to third parties.

2.8. If the Performer attached draw­ings, models and other simil­ar mater­i­als (here­in­after the Mater­i­al) to his offer, these shall be deemed protec­ted by copy­right and such copy­right is owned by the Performer. The Custom­er is entitled to use the Mater­i­al only for decid­ing on accept­ance or rejec­tion of the offer. The Custom­er has no right to provide the Mater­i­al for third parties or use it with­in own busi­ness activ­it­ies or make modi­fic­a­tions in the Mater­i­al.

2.9. By accept­ance of the offer a contract shall be deemed signed between the Parties. Regard­ing the provi­sions not included in the offer, the Parties shall proceed from these Deliv­ery Terms.

3. Price

3.1. An offer shall include the price. The offer shall indic­ate either the price includes value added tax or not. Should the Performer require for payment of the price entirely or to a certain extent in advance, this must be indic­ated in the offer.

3.2. The price agreed in an offer may be differ­ent from the final price for perform­ance of the Works only if so agreed between the Parties in writ­ing. The Performer is entitled to apply for change of the price if:

  • The Mater­i­al provided by the Custom­er for perform­ance of the Works was not fit there for and the Performer had to use own Mater­i­al;
  • The Custom­er changed its initial order during perform­ance of the Works;
  • During perform­ance of the Works, a neces­sity for addi­tion­al works occurred which were not agreed initially.

3.3. Unless other­wise agreed between the Parties, the costs related to trans­port­a­tion and stor­ing shall be borne by the Custom­er and these costs shall be indic­ated separ­ately in the offer.

4. Performance, Delivery and Acceptance of the Works

4.1. As of perform­ance of the Works, the Parties shall proceed from the provi­sions of the Law of Oblig­a­tions Act regu­lat­ing contract agree­ments.

4.2. The Custom­er is obliged to accept the Works performed. The Works shall be deemed accep­ted even in such a case if the Custom­er does not accept the Works performed with no basis during reas­on­able time provided there for by the Performer. The Performer becomes entitled to invoice the Custom­er for the Works performed, for delay fines and stor­ing costs imme­di­ately by expiry the term provided by him for accept­ance of the Works.

4.3. Should the term provided by the Performer be exceeded by the Custom­er more than 30 days and the Custom­er has not accep­ted the Works performed during this time, the Performer will have no oblig­a­tion to store the Works as well as no liab­il­ity for preser­va­tion of the Works; the risks related to inten­tion­al destruc­tion and worsen­ing of the Works shall trans­fer from the Performer to the Custom­er. But the Customer’s oblig­a­tion to pay the invoice, delay fines and stor­ing costs shall not expire by this.

4.4. Deliv­ery and accept­ance of the Works (exclud­ing the cases provided in article 4.3) shall be executed under a deliv­ery and accept­ance deed signed by the Parties. The Custom­er shall noti­fy the Performer about non-compli­ance of the Works with the terms and condi­tions agreed not later than with­in 8 days from accept­ance there­of. A notice subjec­ted to non-compli­ance must be given in writ­ing; the Custom­er shall describe the non-compli­ance in details.

4.5. The Performer has no liab­il­ity for such non-compli­ance with the terms and condi­tions agreed which results from defi­ciency of the Mater­i­al provided by the Custom­er.

4.5.1. Provided that the Work is a prin­ted product and the Parties have agreed, that accept­ance of the proof by the Custom­er shall precede the print­ing process, the Performer shall not be liable for such mistakes which have not been recti­fied by the Custom­er on the proof provided.

4.5.2. A trivi­al (ines­sen­tial) differ­ence from the colour proof, paper sample and other simil­ar agreed between the Parties shall provide the Custom­er with no basis for with­draw­al from the contract, for demand to reduce the price or other simil­ar. Should the Parties fail to agree the trivi­al­ity of such differ­ence, the claim shall be settled pursu­ant to article 4.6.

4.6. Provided that the Performer agrees with the Customer’s complaint regard­ing non-compli­ance of the Works, the Parties shall agree how to improve, compensate, etc. such non-compli­ance. If the Performer does not agree with the Customer’s complaints regard­ing non-compli­ance of the Works, the Parties shall order for an expert opin­ion from an inde­pend­ent expert. The costs related to such expert­ise shall be borne by the Party who loses the claim. The expert opin­ion shall be bind­ing for the Parties hereto.

4.7. Should the Parties fail to agree how to liquid­ate, compensate, etc. non-compli­ance of the Works, the claim shall be settled by the Expert Commis­sion of Esto­ni­an Asso­ci­ation of Print­ing Industry.

5. Liability of the Parties. Complaints

5.1. The Parties are liable for all and any damage evid­enced on docu­ment basis as caused by improp­er fulfil­ment of the contract to each other. The Parties shall not be liable for indir­ect damages caused to each other (not received profit, disturb­ance of econom­ic activ­it­ies and other simil­ar). The Parties shall produce their proclam­a­tions to each other in writ­ing. The proclam­a­tions related to the qual­ity of the Works shall be produced by the Custom­er not later than with­in 8 days from accept­ance of the Works. Should the Custom­er fails to follow the term provided by the Performer pursu­ant to article 4.3, the Custom­er shall loose its right to submit proclam­a­tions.

5.2. The Custom­er shall return the Works not in compli­ance with contrac­tu­al terms and condi­tions with­in 14 days from accept­ance there­of. The Works return­able shall be delivered to the Performer under a deed (here­in­after the Rejec­tion Deed) where the reas­on for such rejec­tion must be indic­ated; the Rejec­tion Deed shall be signed by duly author­ized repres­ent­at­ives of the Parties. By sign­ing the Rejec­tion Deed, the Performer shall not confirm its consent with the Customer’s complaint. Should the Performer does not agree with the Customer’s complaint, he shall noti­fy the Custom­er about this with­in three days from sign­ing the Rejec­tion Deed. In such a case the Parties shall agree how to settle the claim pursu­ant to article 4.6.

6. Force Majeure

6.1. A fail­ure by the Parties to fulfil the oblig­a­tions under­taken by the contract shall be excus­able if the fail­ure has been caused by force majeure. Force majeure is a circum­stance beyond the Party’s control which could not be fore­seen by it proceed­ing from the prin­ciple of reas­on­ab­il­ity or taken into consid­er­a­tion while enter­ing into the contract or precluded or such circum­stance or the consequence there­of over­thrown. The Parties consider force majeure as a strike, work stop­page, fire or other simil­ar obstacles.

6.2. The Party whose action is preven­ted by force majeure is obliged to noti­fy about this the other Party as soon as possible.

7. Delay in Fulfilment of the Contract, Differences in Agreed Number of Copies Printed

7.1. Should the Performer be unable to follow the contrac­tu­al term due to defi­ciency in labour power or raw mater­i­al, malfunc­tion of a machine or other simil­ar obstacles which could not be fore­seen by him while enter­ing into the contract he shall imme­di­ately noti­fy the Custom­er about this. In such a case the Custom­er is entitled to with­draw from the contract. If the Custom­er does not with­draw from the contract, the Parties shall agree a new term.

7.2. Should the obstacle provided in article 7.1 makes fulfil­ment of the contract for the Performer excess­ively hard, not prof­it­able, etc., the Performer is entitled to with­draw from the contract. The Performer shall noti­fy the Custom­er about his with­draw­al from the contract in writ­ing. In such a case the Custom­er will not be entitled to demand compens­a­tion of the damages caused to him, but the Performer shall return to the Custom­er all and any mater­i­al provided for perform­ance of the Works by the latter; should this be impossible, these mater­i­als shall be compensated by the Performer in monet­ary value.

7.3. Should the Works be prin­ted products and the Parties have agreed total number of copies prin­ted up to 20 000, actu­al number of copies prin­ted may be differ­ent to the extent of 10 %. In case of bigger number of copies prin­ted, the actu­al number of copies may be differ­ent to the extent of 5 %. The differ­ence between the actu­al number of copies prin­ted and the number of copies agreed is payable on the terms and condi­tions provided by the offer.

8. Payment Terms

8.1. The price for the Works is agreed between the Parties in the offer. Unless other­wise provided by the offer, the Performer shall place the invoice for the Works togeth­er with the deliv­ery and accept­ance deed and the payment term is 7 days. The Parties may agree the payment in sever­al instal­ments. Should the Parties have agreed an advanced payment, the Performer becomes obliged to perform the Works only after such advanced payment will be made by the Custom­er.

8.2. Unless other­wise provided by the offer, the Performer is entitled, in case of any delay occurred, to require for a delay fine of 0, 25 % per day for each over­due day.

8.3. Should the Parties have agreed an advanced payment or payment in sever­al instal­ments, the Performer shall be obliged to deliv­er the Works only after entire payment of the invoices by the Custom­er which due date has expired. For secur­ing the payment, the Performer is entitled to pledge the Customer’s move­able prop­er­ties (models, mater­i­als, etc.) possessed by him.

9. Ownership and Copyright

9.1. The tools, films, soft­ware and other simil­ar obtained by the Performer for perform­ance of the Works is owned by the Performer and owner­ship thereto shall not trans­fer to the Custom­er after deliv­ery of the Works. The Works performed under an order placed by the Custom­er are owned by the Performer until these Works will be paid 100 %. After entire payment of the invoices placed for perform­ance of the Works (for delay fines as well) by the Custom­er, owner­ship of the Works shall trans­fer to the Custom­er.

9.2. The risks related to inten­tion­al destruc­tion of the Works shall trans­fer from the Performer to the Custom­er after accept­ance of the Works and not be occur­rence of owner­ship thereto. Should the Works be an object protec­ted by copy­right, the author’s propri­et­ary rights shall trans­fer from the Performer to the Custom­er by payment for the Works performed. The author’s non-propri­et­ary rights shall remain in owner­ship of the Performer. Should the Works ordered by the Custom­er be protec­ted by copy­right, the Custom­er shall be liable for obtain­ing relev­ant licenses and payment of remu­ner­a­tions.

9.3. The mater­i­als delivered by the Custom­er to the Performer for perform­ance of the Works are owned by the Custom­er. The mater­i­als not directly used by the Performer for perform­ance of the Works shall be returned by him to the Custom­er after deliv­ery of the Works (excl. the case provided by article 8.3). Should the Custom­er intends that the Performer may insure the said mater­i­als, the Performer is obliged to do so, presumed that the Custom­er will pay the costs related to such insur­ance.

10. Other Provisions

10.1. Should valid legal acts of the Repub­lic of Esto­nia prescribe mandat­ory deliv­ery of single copies of specif­ic prin­ted products (here­in­after the Mandat­ory Copies) to librar­ies and other simil­ar insti­tu­tions, the Performer shall make such Mandat­ory Copies at the Customer’s expense in addi­tion to total number of copies prin­ted under the contract and deliv­er them at the Customer’s expense to relev­ant insti­tu­tions.

10.2. Should any claim arise, the Parties shall apply if neces­sary to the Expert Commis­sion of the EAPI which compos­i­tion shall be accept­able for both Parties. The opin­ion of the Expert Commis­sion of the EAPI is final; the costs related thereto shall be borne by the Party who loses the claim.