Applicable as of 27.09.2008
Uniprint General Terms of Delivery

 

GENERAL CONDITIONS OF UNIPRINT

1  DEFINITIONS

1.1        For the purpose of these general conditions of Uniprint, the following terms shall be defined as follows:

Uniprint AS Uniprint, registry code 10180701 and AS Unipress, registry code 10860100

Special Conditions The conditions agreed upon between the Parties in writing for the performance of the Work in which the Parties supplement or deviate from the provisions of the General Conditions;

Advance Payment The advance payment to be paid by the Contracting Entity to Uniprint for the Work;

ETTL Eesti Trükitööstuse Liit (Association of Estonian Printing Industry), registry code 80096573;

Price List The price list of Uniprint that is available on the Website (www.uniprint.eu);

Price Quotation Unbinding assessment of the cost of the Work specified in the Price Enquiry submitted by Uniprint to the Contracting Entity on the basis of the Price Enquiry;

Price Enquiry An enquiry submitted by the Contracting Entity to Uniprint in any form with regard to the cost of the Work sought by the Contracting Entity;

Website Website of Uniprint at the Internet address www.uniprint.eu/et;

Contract The contract created between Uniprint and the Contracting Entity for performance of the Work as a result of an Order, Offer and Offer Confirmation or, in the event specified in clause 3.7 hereof, as a result of the confirmation of an Order by Uniprint; the conditions of the Contract include the Offer, General Conditions, Special Conditions (if any) and the Technical Conditions;

Model A sample submitted by the Contracting Entity to Uniprint with regard to the result of the Work which enables Uniprint to clearly verify the format of the Work, order of pages, after-treatment, insertion, packaging and other characteristics of the Work;

Offer An offer submitted by Uniprint to the Contracting Entity for performing the Work on the basis of the Order;

Offer Confirmation Confirmation submitted by the Contracting Entity to Uniprint with regard to acceptance of the Offer;

Party Uniprint or the Contracting Entity, also jointly referred to as the Parties;

Technical Conditions Uniprint’s “Technical conditions for digital originals” available on the website (uniprint.eu/recommendations/digital-originals/);

Contracting Entity A person who submits a Price Enquiry or Order to Uniprint;

Order An order that meets the requirements specified in the General Conditions and is submitted by the Contracting Entity to Uniprint for receiving an Offer;

Work The printed product(s) prepared by Uniprint for the Contracting Entity on the basis of the Contract;

Working Day A calendar day other than Saturday, Sunday, a public holiday or a national holiday;

General Conditions These general conditions of AS Uniprint.

2  GENERAL PROVISIONS

2.1        The General Conditions set out the main principles of legal relations between the Parties, the general conditions for ordering and performing the Work as well as the rights, obligations and liability of the Party in relation to ordering and performing the Work.

2.2        The General Conditions shall apply upon ordering and performing any Work unless otherwise agreed upon by the Parties in writing. The General Conditions constitute an integral part to all Contracts.

2.3        The consumer or natural person who wishes to receive the Work for a purpose that is not related to conducting his (her) independent economic or professional activities shall be governed by the General Conditions insofar as they are not in conflict with the imperative provisions of consumer regulations arising from legislation.

2.4        If the General Conditions or Special Conditions are in conflict with the conditions specified in the Offer, the Parties shall be guided by the Offer.

2.5        If any provision of the Contract proves to be fully or partially invalid, it shall not affect validity of the other provisions of the Contract if it may be assumed that the Parties would have concluded the Contract even without the provision that proved to be invalid. If a provision of the Contract proves to be invalid, the Parties shall apply measures to replace that invalid provision with a new one that is as close as possible to the objectives of the invalid provision.

2.6        The General Conditions may be examined at the seat of AS Uniprint and on the website at  www.uniprint.eu.

3  Ordering of the work

3.1        To receive the Work, the Contracting Entity shall submit an Order to Uniprint in writing, by fax or e-mail.  The Order shall include all essential data concerning the Work sought by the Contracting Entity, particularly the precise specification and volume of the Work, information on the material to be used for performing the Work, special requirements for packaging the Work and, if possible, information on the time, manner and place of delivery of the Work. Uniprint may also consider Price Enquiry submitted by the Contracting Entity or Contracting Entity’s confirmation of the Price Quotation to be an Order if in the judgement of Uniprint they include sufficient data to make an Offer for the Work.

3.2        At any time, Uniprint may ask for additional information from the Contracting Entity that Uniprint considers to be necessary for making the Price Quotation or Offer, or for performing the Work.

3.3        Uniprint is not required to verify the terms of reference and materials (including the choice or paper and print colours, digital originals) presented by the Contracting Entity in the Order or at any other time nor is Uniprint required to assess their quality, suitability and sufficiency for performing the Work. The Contracting Entity shall be liable for the information that it supplies to Uniprint upon ordering the Work or during performance of the Work.

3.4        Upon receiving an Order, Uniprint shall submit to the Contracting Entity its Offer for performing the Work sought by the Contracting Entity. The Offer shall set out the validity period of the Offer and the essential conditions related to performing the Work, particularly the precise specification and volume of the Work, information on the material to be used for performing the Work, special requirements for packaging the Work, deadline for completion of the Work, conditions for delivery and the price to be paid for the Work. Uniprint shall submit the Offer to the Contracting Entity in writing, by fax or e-mail.

3.5        If the Contracting Entity agrees to the conditions set out in the Offer, the Contracting Entity shall submit to Uniprint the Offer Confirmation to this effect. The Offer Confirmation shall be submitted to Uniprint in writing, by fax or e-mail, and it must reach Uniprint within the validity period of the Offer specified therein. Upon receipt of the Offer Confirmation by Uniprint, the Contract between the Parties shall be deemed concluded for performance of the Work on the conditions specified in the Offer. Uniprint shall have the right to request submission of the Offer Confirmation in written form by notifying the Contracting Entity of such a request and the deadline for submission of the Offer Confirmation before or immediately after receiving the Offer Confirmation. In such a case, the Contract shall be deemed concluded as of receipt of the Offer Confirmation by Uniprint.

3.6        If the conditions of the Offer Confirmation differ from the conditions specified in the Offer to any extent, the Contracting Entity shall be deemed to have rejected the Offer and the submitted Offer Confirmation with its changed conditions shall be deemed a new Order. Upon receiving the new Order, Uniprint shall have the right to submit a new Offer or refuse to submit an Offer.

3.7        If in the judgement of Uniprint the Order includes all the essential conditions for performance of the Work and the Order can be deemed a legally binding proposal (offer) for concluding the Contract, Uniprint shall have the right to give its consent to the Order of the Contracting Entity instead of submitting an Offer and to deem the Contract concluded by this. In such a case, Uniprint shall submit to the Contracting Entity a notice in writing, by e-mail or fax concerning its consent to the Order, while also confirming conclusion of the Contract on the conditions specified in the Order.

3.8        If the Parties fail to agree upon any conditions when concluding the Contract (and those conditions are neither set out in the General Conditions nor the Special Conditions, e.g. special conditions concerning delivery of the Work), it is assumed that the Parties shall agree upon such conditions at a later date during performance of the Contract. Upon failure to reach an agreement, the unregulated conditions shall be determined by Uniprint. Uniprint shall have the right to demand that the Contracting Entity determine the conditions not regulated upon concluding the Contract within the time period specified by Uniprint.

3.9        Unless the Parties have agreed otherwise, the Contract shall cover once-off performance of the Work and the Work shall be deemed completed under the Contract after performance and delivery of the Work on the conditions specified in the Contract.

3.10    The Parties may agree that Uniprint shall perform the Work for the Contracting Entity on the conditions specified in the Contract during the time period agreed upon between the Parties on repeated occasions. In such a case, as a minimum, in the Contract the Parties shall agree upon the validity period of the Contract, a precise specification of the Work, the material to be used for performing the Work, the volumes and price of the Work, the deadlines for completion of the Work and the deadlines for delivery of source materials by the Contracting Entity. To receive repeated Work on the conditions specified in the Contract, the Contracting Entity shall submit to Uniprint the terms of reference and source materials necessary for performing the Work and shall provide details concerning delivery of the Work (distribution schedule). A repeated order shall be deemed approved by Uniprint and binding on the Parties unless Uniprint notifies the Contracting Entity at the latest within 5 Working Days as of receiving a repeated order that the order does to comply with the Contract and Uniprint refuses to carry out the order on the conditions specified in the order. If the repeated order submitted by the Contracting Entity includes different or additional conditions compared to the Contract, Uniprint shall have the right to refuse to carry out the order until the Parties have reached an agreement for amending the Contract in accordance with the new conditions.

3.11    If after conclusion of the Contract the Contracting Entity wishes to order any additional work related to the Work from Uniprint, the Parties shall additionally agree upon the price and potential special conditions of such additional work. Before reaching a relevant agreement, Uniprint is not required to perform any additional work under the Contract.

4  PERFORMANCE OF THE WORK

4.1        Upon performance of the Work, Uniprint shall be guided by the Contract, including the Technical Conditions as well as the terms of reference and source materials (including the Model) supplied by the Contracting Entity. The Contracting Entity shall ensure that the terms of reference and source materials supplied to Uniprint are suitable and sufficient for performing the Work and comply with the Technical Conditions. Uniprint shall have the right to refuse to accept the material supplied by the Contracting Entity if it does not comply with the Technical Conditions, irrespective of whether such non-compliance is detected before or after conclusion of the Contract.

4.2        The Contracting Entity shall ensure that the terms of reference and source materials that are necessary for performing the Work but have not yet been supplied to Uniprint by the time of sending the Offer Confirmation shall be supplied to Uniprint by the date agreed upon between the Parties.

4.3        By supplying to Uniprint the materials necessary for performing the Work, the Contracting Entity confirms that it has all the necessary rights for supplying, disclosing, reproducing and disseminating such material, and that performance of the Work on the basis of such materials is allowed and is not inconsistent with any legislation. Uniprint shall not have any obligation to verify such circumstances at its own initiative or refuse to accept the materials or perform the Work upon violation of such requirements or any doubt thereof. If the aforementioned confirmation of the Contracting Entity proves to be incorrect, the Contracting Entity shall be obligated to compensate Uniprint for any damage incurred in relation thereto, i.e. damage that is incurred to Uniprint due to the submission of claims against it by third parties. The Contracting Entity shall be obligated to compensate for damage specified in this clause irrespective of whether Uniprint knew or should have known that the confirmation of the Contracting Entity is incorrect.

4.4        The Contracting Entity shall submit the source materials necessary for performing the Work to Uniprint, which primarily includes the digital originals pursuant to the procedure specified in the Technical Conditions on either a physical data carrier or by uploading materials to Uniprint’s server. If the materials are submitted on a physical data carrier, after receiving the data carrier Uniprint shall send an e-mail confirming the receipt of materials to the Contracting Entity. In such an event, the materials shall be deemed received by Uniprint as of the time of sending such an e-mail or at an earlier time specified in such e-mail. If the materials are sent through the Internet by uploading them to the server, then the Contracting Entity shall send a notice thereof to Uniprint’s e-mail address of repro@uniprint.eu upon arrival of the materials on the server of Uniprint. In such an event, the materials shall be deemed supplied as of the time of receiving such e-mail by Uniprint.

4.5        To perform the Work and enable verification of its characteristics, the Contracting Entity shall submit the Model to Uniprint, if possible. At the latest, the Model shall be submitted with the submission of digital originals unless another date has been agreed upon in the Contract. The Model submitted by the Contracting Entity is part of the agreement of the Parties concerning the characteristics of the Work. If the characteristics of the Model are inconsistent with the instructions or terms of reference provided by the Contracting Entity, Uniprint shall follow the Model upon performing the Work. If the Contracting Entity does not submit the Model to Uniprint, the latter shall not be liable for non-conformity of the Work with the wish of the Contracting Entity if such non-conformity could have been avoided by submitting the Model.

4.6        If the Contracting Entity delays in supplying the data and materials (including the Model) necessary for performing the Work (including when the supplied material does not comply with the Technical Conditions), Uniprint shall have the right to extend the deadline for performing the Work by a reasonable time period, taking into account, inter alia, the duration of the Contracting Entity’s delay and possibilities for reorganising Uniprint’s work. In such a case, Uniprint shall notify the Contracting Entity of the new deadline for performing the Work in writing, by fax or e-mail, and thereby the conditions of the Contract shall be deemed amended accordingly. Instead of extending the deadline for performing the Work, Uniprint shall have the right to withdraw from the Contract, notifying the Contracting Entity thereof in writing, by fax or e-mail at least 5 Working Days in advance. In such an event, Uniprint shall have the right to demand payment from the Contracting Entity of the price of the Work in proportion to the part of the Work completed by termination of the Contract and compensation for expenses related to performance of the Work.

4.7        After receiving the Offer Confirmation and digital originals from the Contracting Entity, Uniprint shall verify the format of digital originals and their usability with the help of prefight software, following the recommendations of Ghent PDF Workgroup. If, during the verification, Uniprint detects non-compliance of the originals with the Technical Conditions, Uniprint shall immediately notify the Contracting Entity thereof and shall suspend performance of the Work until arrival of the corrected originals or receipt from the Contracting Entity of the instructions for using non-compliant originals. Upon receiving the corrected originals from the Contracting Entity, Uniprint shall repeat the aforementioned verification. If Uniprint notifies the Contracting Entity of non-compliance of the submitted materials with the Technical Conditions, the materials shall be deemed submitted to Uniprint as of the time when the Contracting Entity submits the corrected materials to Uniprint or instructs Uniprint to use non-compliant originals.

4.8        After receiving the terms of reference and source materials complying with the Technical Conditions from the Contracting Entity, Uniprint shall make the sheet assembly and prepare the assembly prints on paper or digitally and, upon existence of a relevant agreement, Uniprint shall also prepare a digital colour print. Upon completion of prints, Uniprint shall notify the Contracting Entity thereof by e-mail and at the same time shall send a request that the Contracting Entity give confirmation of the suitability of prints. On the Working Day following the date of receipt of the notice at the latest, the Contracting Entity shall submit a confirmation of suitability of the prints to Uniprint or notify Uniprint of reasons for refusal to confirm, by sending Uniprint a corresponding notice by e-mail. Upon failure to send a confirmation concerning the prints within the time period specified in this clause, Uniprint may at its own discretion deem the Contracting Entity to be in agreement with the prints of the Contracting Entity and, based on them, commence performance of the Work or send a repeated request to the Contracting Entity by e-mail for delivery of the confirmation.  If the Contracting Entity has delayed in confirming the prints and Uniprint has sent a repeated request for the confirmation to the Contracting Entity, Uniprint shall have the right to extend the agreed deadline for performance of the Work by a reasonable time period.

4.9        The prints confirmed by the Contracting Entity are a part of the agreement of the Parties concerning the characteristics of the Work (including quality) and shall invalidate all earlier agreements of the Parties that are in conflict with the characteristics of the confirmed prints.

4.10    Uniprint shall have the right to make any inevitable corrections at the expense of the Contracting Entity in the materials sent by the Contracting Entity to ensure quality of the Work.

4.11    If the prints are confirmed or deemed to be confirmed by the Contracting Entity in accordance with clause 4.8 of the General Conditions, the Contracting Entity shall not have any further right to submit any complaints to Uniprint concerning the characteristics (including quality) of the prints or the Work performed on the basis of the prints, the instructions and recommendations previously given by Uniprint to the Contracting Entity, and the corrections made by Uniprint in the materials supplied by the Contracting Entity if the characteristic of the Work (including the alleged non-compliance) that is the basis for the complaint of the Contracting Entity was identifiable on the prints.

4.12    If during performance of the Work Uniprint finds that it cannot complete the Work by the agreed deadline due to lack of labour or raw materials, the failure of equipment or any other obstacle that Uniprint could not foresee upon making the Offer but which cannot be regarded as circumstances of force majeure, Uniprint shall immediately notify the Contracting Entity thereof and shall suggest a new deadline for completing the Work. If the delayed completion of the Work constitutes a significant breach of the Contract from the viewpoint of the Contracting Entity (particularly when completion of the Work by the agreed deadline was a precondition for the Contracting Entity to maintain interest towards ordering the Work), the Contracting Entity shall have the right to withdraw from the Contract. The Contracting Entity shall be obligated to notify Uniprint of its withdrawal from the Contract in writing, by fax or e-mail on the next Working Day following the receipt of the corresponding notice from Uniprint at the latest.

4.13    If Uniprint estimates that the obstacle specified in clause 4.12 of the General Conditions renders performance of the Work on the agreed conditions unreasonable for Uniprint and the Parties fail to reach an agreement on a new deadline for completing the Work, Uniprint shall have the right to withdraw from the Contract by notifying the Contracting Entity in writing, by fax or e-mail.

DELIVERY OF THE WORK

5.1        Uniprint shall deliver the completed Work to the Contracting Entity in the manner, at the place and on the date agreed upon in the Contract.

5.2        Unless arises otherwise from the Offer, DDU (Incoterms 2000) at the seat of the Contracting Entity shall apply to delivery of the Work.

5.3        The Contracting Entity is required to receive the completed Work. Upon delivery of the Work, the Parties shall sign a delivery note prepared by Uniprint.

5.4        Upon delivery of the Work by Uniprint or a carrier engaged by Uniprint to the place of delivery agreed upon, the person receiving the Work at the designated place of delivery is expected to have the right to receive the Work and sign the delivery note of the Work as a representative of the Contracting Entity.

5.5        If on the agreed date Uniprint has conveyed the Work for delivery to the Contracting Entity at a place agreed upon or has prepared the Work for delivery, but the Contracting Entity delays in receipt (does not receive the Work, does not sign the delivery note upon delivery of the Work, does not provide access to the place agreed upon, etc.), the Work shall be deemed delivered to the Contracting Entity.

5.6        Upon receipt of the Work by the Contracting Entity or if the Work is deemed delivered to the Contracting Entity under clause 5.5 of the General Conditions, the risk of accidental destruction and damage of the Works shall transfer from Uniprint to the Contracting Entity.

5.7        If the Work is conveyed to the Contracting Entity by the carrier selected by the Contracting Entity, the risk of accidental destruction and damage of the Work shall transfer from Uniprint as of delivery of the Work to the carrier.

5.8        If the Contracting Entity fails to receive the Work at the agreed time, Uniprint shall have the right to store the Work at the expense of the Contracting Entity in its own facilities or with a third party, by notifying the Contracting Entity thereof who is required to immediately collect the Work. Uniprint shall not be liable for preservation of the Work during storage except in the event of intent and gross negligence. The Contracting Entity shall compensate Uniprint for all expenses related to the storage of the Work with a third person before receipt of the Work. At the request of Uniprint, the Contracting Entity shall pay Uniprint a fee for storage of the Work with Uniprint at a rate of 0,5% of the price of the uncollected Work per calendar day before receipt of the Work. Uniprint shall have the right to terminate the storage and destroy the completed Work at the expense of the Contracting Entity if at least 30 days have passed after the deadline for delivery of the Work and the Contracting Entity has not collected the Work. Termination of the storage and destruction of the Work shall not release the Contracting Entity from the obligation to bear the expenses or pay the fee specified in this clause.

5.9        If the Contracting Entity owes any amounts to Uniprint on the basis of the Contract, any earlier orders or other contracts between the Parties (including compensation for damage, late interest), Uniprint shall have the right to refuse to deliver the completed Work to the Contracting Entity until full payment of the outstanding amounts by the Contracting Entity.

5.10    Upon delivery of the Work, Uniprint shall also deliver to the Contracting Entity the materials left over after completion of the Work, which Uniprint received from the Contracting Entity or for which the Contracting Entity has paid to Uniprint.

5.11    If Uniprint has the obligation to assign compulsory copies of the completed Work to libraries in accordance with legislation, Uniprint shall prepare the necessary number of compulsory copies in addition to the volume of the Work agreed upon in the Contract and shall send them directly to the recipients of the compulsory copies. Compulsory copies shall be prepared and sent at the expense of the Contracting Entity, whereat the price for this shall be included in the Offer of Uniprint, unless otherwise specified in the Offer.

QUALITY OF THE WORK AND SUBMISSION OF COMPLAINTS

6.1        The Work shall comply with the conditions specified in the Contract and the quality requirements usually applicable to such work. The Work complies with the conditions agreed upon, inter alia, if the Work complies with the prints approved by the Contracting Entity and print quality standard ISO 12647-2.

6.2        The Work shall not be deemed non-compliant if a difference in the volume of the Work (circulation) concerns the following:

6.2.1        upon circulation of up to 20,000 – up to 10% of the circulation agreed upon in the Contract;

6.2.2        upon circulation of 20,000 or more – up to 5% of the circulation agreed upon in the Contract;

Upon a Contract aimed at performing the repeated Work specified in clause 3.10 of the General Conditions, the volume of the Work is understood as the volume (circulation) of each repeated Work for the purposes of this clause.

6.3        The Work shall not be deemed non-compliant if there are shortcomings in quality or after-treatment of the Work where such shortcomings concern no more than 1% of the circulation agreed upon in the Contract.

6.4        Upon difference in the volume of the Work under clause 6.2 of the General Conditions and upon shortcomings in quality or after-treatment of the Work under clause 6.3 of the General Conditions, the Contracting Entity shall not be obligated to pay Uniprint for copies that are printed in a smaller number and include shortcomings and cannot be promptly replaced by Uniprint. In such an event, the price of one copy shall be arrived at by dividing the price of the Work agreed upon in the Contract by the volume of the Work (circulation) agreed upon in the Contract.

6.5        Upon receiving the Work from Uniprint, the Contracting Entity shall immediately examine the Work or have it examined. In the case of non-compliance of the Work related to the packaging of the Work (including damage to the packaging or its non-compliance with the packaging manner agreed upon) or non-compliance of the Work volume, the Contracting Entity shall notify Uniprint on the Working Day following the receipt of the Work at the latest. The Contracting Entity shall notify Uniprint of any other non-compliance of the Work with the conditions agreed upon within 5 Working Days as of receiving the Work.

6.6        If the Contracting Entity needs to incur any expenses to identify non-compliance of the Work, the Contracting Entity shall agree upon the incurrence and amount of such expenses with Uniprint beforehand. Uniprint is not required to compensate the Contracting Entity for the expenses related to identifying non-compliance of the Work if the Contracting Entity has not notified Uniprint of such expenses beforehand or Uniprint has argued against incurrence thereof for a reason that Uniprint acknowledges non-compliance of the Work claimed by the Contracting Entity, wants to bear such expenses itself or considers incurrence thereof to be unreasonable.

6.7        The Contracting Entity shall submit a complaint concerning non-compliance of the Work in writing, by fax or e-mail, and it shall include at least the following information: specification of the Work, date of delivery and number (if any) of the Work, the volume of the Work that the claim concerns, date of identification of non-compliance of the Work, description of non-compliance of the Work or photos providing proof thereof, claim of the Contracting Entity. Upon a complaint that only describes non-compliance of the Work, the Contracting Entity is also required to submit the photos that provide proof of non-compliance of the Work if so requested by Uniprint.

6.8        If the Contracting Entity fails to notify Uniprint of non-compliance of the Work within the deadline specified in clause 6.5 of the General Conditions or in the form and volume specified in clause 6.7 of the General Conditions, the Contracting Entity is deprived of the right to rely on such non-compliance in the future.

6.9        Uniprint shall not be liable for non-compliance of the Work if the Contracting Entity was aware of or should have been aware of non-compliance upon receiving the Work.

6.10    Upon the request of Uniprint, the Contracting Entity shall submit the deficient Work to Uniprint so that Uniprint may be convinced of non-compliance of the Work.

6.11    Upon receiving a notice concerning non-compliance of the Work from the Contracting Entity, Uniprint shall correct or replace the Work at its own expense within a reasonable time period. Within the aforementioned period, the Contracting Entity may not withdraw from the Contract, reduce the price of the Work, eliminate non-compliance or have it eliminated by a third party. If the Work cannot be corrected or replaced given the nature or non-compliance of the Work or it would result in any unreasonable expenses or unjustified inconveniences for Uniprint, the latter shall have the right to compensate the Contracting Entity for direct proprietary damage caused by the non-compliance of the Work.

6.12    Uniprint shall have the right to demand that the Contracting Entity return the deficient Work at the expense of Uniprint and, until fulfilment of that demand, to refuse to deliver a new Work or the corrected Work or to compensate the Contracting Entity for damage.

6.13    If Uniprint does not agree with the complaint of the Contracting Entity with regard to non-compliance of the Work, the Parties shall order an expert assessment from an independent expert to assess the scope of and reasons for such non-compliance. If within a reasonable time period the Parties fail to reach an agreement as to whom to appoint as such an expert, either of the Parties may refer to the expert committee of ETTL, which shall give its opinion on the scope of and reasons for non-compliance of the Work in accordance with the rules of ETTL’s expert committee on quality. The opinion of the independent expert appointed by the Parties or, in the event specified in this clause, the opinion of ETTL’s expert committee shall be binding on the Parties. If the non-compliance claimed by the Contracting Entity is not identified by the expert assessment, the expenses related thereto shall be paid by the Contracting Entity. The Contracting Entity shall also pay the expert opinion expenses should the expert opinion find that Uniprint is not liable for such non-compliance. If the expert opinion finds that both Parties are liable for non-compliance, the Parties shall share the expert assessment expenses in equal parts.

 

PRICE OF THE WORK AND BEARING OF EXPENSES

7.1        The Contracting Entity shall pay Uniprint the price of the Work that is specified in the Contract or agreed upon or changed by the Parties after entry into force of the Contract.

7.2        Uniprint shall only have the right to unilaterally increase the price of the Work agreed upon between the Parties if the expenses related to performance by Uniprint of the Contract significantly increase after conclusion of the Contract and Uniprint could not foresee such an increase in expenses upon concluding the Contract. Uniprint shall notify the Contracting Entity of the need to change the price of the Work and of the new price immediately after Uniprint has become aware of the circumstances that trigger a change in the price. If the Contracting Entity does not agree with the new price of the Work, the Contracting Entity shall have the right to cancel the Contract upon receiving the notice. Upon cancellation of the Contract, the Contracting Entity may not demand compensation for the resulting damage from Uniprint.

7.3        The price of the Work shall include the packaging of the Work and its delivery to the place of delivery of the Work specified in the Offer (DDU seat of the Contracting Entity (Incoterms 2000)) unless otherwise agreed upon between the Parties.

7.4        The Contracting Entity shall be obligated to compensate Uniprint all additional expenses incurred upon performing the Work that were caused by the Contracting Entity, particularly the expenses related to changing or correcting the terms of reference or source materials supplied by the Contracting Entity after completing the sheet assembly in accordance with clause 4.8 of the General Conditions, submission of the Model later than prescribed, interference and supervision by the Contracting Entity over the process of performing the Work (e.g. inspection of printed sheets), instructions granted by the Contracting Entity to Uniprint during performance of the Work, and amendment and supplementation of the conditions of the Contract at the initiative of the Contracting Entity. Such expenses subject to compensation include, inter alia, expenses for the replacement of printing plates and for materials, resources of Uniprint used due to interference by the Contracting Entity (including the working time of equipment and labour costs), and expenses arising from changes in the distribution plan. The Contracting Entity shall compensate for the expenses on the basis of the invoices issued by Uniprint.

7.5        The Contracting Entity shall pay on behalf of Uniprint or compensate Uniprint for all expenses, charges, fees, penalties or any other amounts to be paid by the latter in relation to performing the Work that have not been specified in the Offer and the Price List, or which were created as a result of violation by the Contracting Entity of its obligations. If possible, Uniprint shall give the Contracting Entity prior notice before bearing such expenses.

7.6        Value added tax shall be added to the price of the Work if so required in accordance with the applicable legislation.

PREPAYMENT AND SECURITIES

8.1        Before making the Offer or upon concluding the Contract (in the Offer), Uniprint shall have the right to demand an Advance Payment from the Contracting Entity. Upon demanding the Advance Payment, Uniprint shall issue an invoice to the Contracting Entity for Advance Payment that shall be paid by the Contracting Entity within 5 Working Days as of issuance of the invoice. Before paying the Advance Payment, Uniprint shall not be obligated to commence performing the Work.

8.2        In addition to or instead of the Advance Payment, Uniprint may demand other securities (including surety, guarantee). Before receiving the security in the form and volume requested by Uniprint, it shall not be obligated to commence performing the Work. Uniprint shall also have the right to demand the securities from the Contracting Entity after concluding the Contract and commencing performance of the Contract, and to suspend performance of the Contract until the granting of securities in the form and volume requested.

8.3        If the Contracting Entity delays in paying the Advance Payment, Uniprint shall have the right to withdraw from the Contract by notifying the Contracting Entity thereof in writing, by fax or e-mail at least 2 Working Days in advance.

8.4        If the Contracting Entity has not paid the invoice submitted for the Work in a timely manner, Uniprint shall have the right to refuse to accept any new orders from the Contracting Entity, the right to suspend performance of all Work in progress for that Contracting Entity (even when the Contracting Entity has paid the Advance Payment for the Work in progress) or to demand an Advance Payment or other securities for accepting new orders from the Contracting Entity.

8.5        To secure the claims related to the performance of the Contract, Uniprint shall have the lien to the materials (e.g. paper) received from the Contracting Entity. The lien secures all claims of Uniprint against the Contracting Entity, including the claim for payment of the price of the Work and the claim for penalties, late interests, expenses and compensations for damage.

8.6        If Uniprint is required to refund the Advance Payment on the basis of the Contract or legislation, the Contracting Entity shall not have any right to demand the payment of interest on the Advance Payment.

PAYMENT FOR THE WORK

9.1        The Contracting Entity shall be obligated to pay for the Work after receiving the Work or, in the event specified in clause 5.5 of the General Conditions, after the Work is deemed received, on the basis of an invoice issued by Uniprint. Uniprint shall issue the invoice on paper or in electronic form (e-invoice).

9.2        The invoice shall be paid within 14 calendar days as of issuance of the invoice to the Contracting Entity unless otherwise agreed upon between the Parties.

9.3        The right of ownership to the completed Work shall belong to Uniprint until full payment for the Work (ownership reservation).

9.4        The Contracting Entity is also required to pay the invoice issued by Uniprint if the Contracting Entity has not accepted delivery of the Work in a timely manner or if the Work was damaged or destroyed after transfer of the risk of accidental damage and destruction of the Work to the Contracting Entity. The Contracting Entity shall also pay for the Work if the Work is unfit for use due to circumstances depending on the Contracting Entity.

9.5        By agreement with the Contracting Entity, Uniprint may issue an invoice for completed Work to a third party. In such an event, the Contracting Entity shall be liable for payment of the invoice by a third party. If a third party delays in making payment of the invoice, the Contracting Entity shall be obligated to pay the invoice within 3 Working Days as of receipt of a corresponding request from Uniprint. If the Contracting Entity fails to pay the invoice within the aforementioned time period, Uniprint shall have the right to cancel the invoice issued to a third party and submit the invoice for the Work to the Contracting Entity.

9.6        In addition to the price of the Work, the Contracting Entity shall compensate Uniprint for expenses related to alteration of the material that was supplied by the Contracting Entity and does not meet the Technical Conditions as well as any expenses and damages that Uniprint incurred in relation to using the materials that do not comply with the Technical Conditions.

9.7        The Contracting Entity shall compensate Uniprint for all payable penalties, late interests, expenses and compensations for damage within 14 calendar days as of receipt of a corresponding request from Uniprint.

9.8        Uniprint shall have the right to demand late interest from the Contracting Entity at the rate of 0,1% per day on the outstanding amount for each day of a delay in payment.

9.9        The amounts to be paid by the Contracting Entity under the Contract shall be deemed paid in the following order: firstly, the expenses and claims for damage, then late interests and finally the principal overdue amount starting from the earliest overdue amount.

9.10    Uniprint shall have the right to transfer the debt-claim arisen under the Contract or legislation against the Contracting Entity or deliver it to a third party for collection. The Contracting Entity shall compensate Uniprint for any expenses incurred by Uniprint or a third party due to collection of the debt-claim (including judicial expenses, expenses for legal assistance, etc).

10 TERMINATION OF THE CONTRACT

10.1    The Contracting Entity may cancel the Contract concluded for once-off performance of the Work at any time. If the Contracting Entity has cancelled the Contract, Uniprint may demand the payment of the fee agreed upon from the Contracting Entity, less the amount saved by Uniprint as a result of cancellation of the Contract. The Contracting Entity shall pay the aforementioned fee in accordance with the invoice issued by Uniprint.

10.2    Either Party may, pursuant to the regular procedure, cancel the Contract by complying with the conditions specified in clause 3.10 of the General Conditions by giving the other Party at least two month’s notice. In such an event, the Contracting Entity shall pay Uniprint for the Work completed by the time of termination of the Contract. If the Contract is cancelled by the Contracting Entity, it shall additionally compensate all expenses incurred by Uniprint for performing the Contract and any damage incurred by Uniprint due to cancellation, according to an invoice issued by Uniprint.

10.3    Either Party may withdraw from the Contract or exercise the right of extraordinary cancellation of the Contract by complying with the conditions in clause 3.10 of the General Conditions, if the other Party has violated the Contract and has not eliminated the violation within 10 Working Days as of receiving a request for terminating the violation from the Party that wishes to withdraw from or cancel the Contract. Furthermore, either Party may exercise the right of extraordinary cancellation of the Contract without prior notice and for a good reason by complying with the conditions in clause 3.10 of the General Conditions, particularly if the cancelling Party may not be requested to honour the Contract given all circumstances and mutual interest.

10.4    Uniprint shall have the right to withdraw from the Contract or exercise the right of extraordinary cancellation in the following events, including but not limited to:

10.4.1         The Contracting Entity has delayed in paying any amounts under the Contract or any other contract or agreement concluded between the Parties for more than 21 Working Days;

10.4.2         The Contracting Entity has not supplied the data and materials to Uniprint that are necessary for performing the Work and complying with the Technical Conditions within two months as of conclusion of the Contract.

10.5    An application for withdrawal from or cancellation of the Contract shall be submitted to the other Party in writing or in a format that can be reproduced in writing and it shall set out the reason for withdrawal or cancellation if existence of the reason is required.

 

11 LIABILITY

11.1    Uniprint shall be liable for direct proprietary damage caused to the Contracting Entity by violation of the Contract and shall not be liable for any unearned income and other indirect damage.

11.2    Uniprint shall only be liable for violation of its obligation if it violated the obligation intentionally or due to gross negligence.

11.3    The liability of Uniprint shall be limited to the amount of the price of the Work (exclusive of VAT). In such a case, the Parties shall not match damage of the Contracting Entity with the price of the Work and the Contracting Entity shall supply proof with regard to the amount of its damage.

11.4    Uniprint shall not be liable for non-compliances and shortcomings of the Work of which the Contracting Entity has not notified Uniprint within the time period specified in clause 6.5 or which the Contracting Entity has not described with sufficient accuracy in accordance with clause 6.7 of the General Conditions, even if non-notification may be excused.

11.5    Uniprint shall not be liable for non-compliance of the Work if it arises from shortcomings of the materials or terms of reference (including digital originals) supplied or procured by the Contracting Entity or from the instructions of the latter (including instructions for using certain materials, design or working methods).

11.6    Uniprint shall not be liable for violation of copyright or any other similar rights by the Contracting Entity upon ordering the Work, nor for any damage incurred by the Contracting Entity in relation thereto.

11.7    An insignificant (irrelevant) difference from the characteristics of the Work agreed upon (e.g. colour prints, paper samples, etc.) shall not entitle the Contracting Entity to withdraw from the Contract, reduce the price, demand compensation for damage or apply any other legal remedies.

11.8    The Party shall not be liable for violation of any obligation under the Contract if such a violation is caused by circumstances of force majeure that the concerned Party could not have influenced and the Party could not have expected, based on the principle of reasonability, to take such an obstacle into consideration upon conclusion of the Contract or avoid thereof or overcome such an obstacle or its consequences. The circumstances of force majeure shall be deemed to include, inter alia, amendments to legislation, strikes, natural disasters and failures in power and gas supply, which prevent Uniprint from performing the Work. The Party who is prevented from performing the Contract due to force majeure shall immediately notify the other Party thereof. If the performance of an obligation under the Contract is prevented due to occurrence of force majeure, the deadline for performing the obligation shall be deemed extended by the time period when the force majeure occurs or exerts influence.

11.9    The limitation period of claims of the Parties arising from violation of the Contract shall be 1 year.

11.10The Contracting Entity shall compensate Uniprint in full for extrajudicial, judicial, enforcement and any other expenses (including legal assistance expenses) related to violation of obligations under the Contract.

 

12 CHANGE OF GENERAL CONDITIONS

12.1    Uniprint shall have the right to unilaterally change the General Conditions by notifying the Contracting Entity thereof through the Website at least two months before entry into force of the General Conditions. Any Contracts concluded before entry into force of the changed General Conditions shall be governed by the General Conditions applicable at the time of conclusion of the Contract.

13 SUBMISSION OF NOTICES

13.1    Any notices related to the Contract, including the orders and instructions of the Contracting Entity to Uniprint, shall be sent to the contact information presented by the Parties.

13.2    A Party shall immediately notify the other Party of any change in its contact information. Until notification of a change in the contact information, the notices sent by the other Party to the current contact address shall be deemed duly served.

13.3    Notices related to the Contract shall be submitted to the Party in a format that can be reproduced in writing unless the Contract prescribes or allows for submission of the notice in a different format.

13.4    Notices sent by e-mail or fax shall be deemed received on the day of their successful transmission and notices sent by post shall be deemed received on the fifth calendar day after their posting, except for notices with a delivery notice sent by registered mail which shall be deemed to be served as of their actual delivery to the recipient.

 

14 CONFIDENTIALITY

14.1    The Parties shall keep in confidence the conditions of the Contract concerning the price of the Work. The obligation to keep the information specified in this clause in confidence shall survive the expiry of the Contract.

14.2    If the Contracting Entity wishes that the Parties also keep in confidence the conditions not specified in clause 14.1 of the General Conditions or the entire contents of the Contract as well as information concerning the other Party that has become available due to performance of the Contract, Uniprint may demand that the Contracting Entity compensate Uniprint for all expenses related to securing the additional confidentiality. Such an additional confidentiality obligation, the amount of related expenses and procedure for compensation shall be agreed upon in the Contract.

15 GOVERNING LAW AND RESOLUTION OF DISPUTES

15.1    The General Conditions and Contracts shall be governed by Estonian law.

15.2    Any disagreements and disputes arising from the Contracts (including the General Conditions) shall be attempted to be resolved by the Parties by way of negotiations. Upon a failure to reach an agreement, the dispute shall be resolved in Harju County Court.

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