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Artinova AB's conditions of sale
1. Additional services Agreement on additional services, i.e. services not covered by the agreement between the supplier and the purchaser, is reached separately. However no separate agreement is required for such extra measures as are normally taken by a supplier to satisfy the requirement for professionalism. Additional services include: a.) Adjustments or other measures of substantial scopes, which the purchaser has ordered, or which are necessitated by the fact that the material provided by the purchaser cannot be used in its existing condition. b) Unforeseen pressure caused by lateness on the part of the purchaser.
2. Quotations etc. 2.1 The supplier’s quotation applies, for 30 days calculated from the date of the quotation, unless a different period is indicated. The purchaser’s acceptance must have reached the supplier within this time. 2.2 If the purchaser is to provide prepress or other material the supplier shall specify the quality and other requirements, which the material is to satisfy. 2.3 The purchaser is assumed to have satisfied himself that the ordered material is suitable for its purpose. 2.4 If delivery is to take place on call off and the purchaser postpones one or more call-offs, the supplier has the right to continue manufacturing in accordance with the delivery schedule and receive payment as provided in the agreement unless the purchaser reimburses the supplier with the cost caused by the postponement of the delivery.
3. Price 3.1 A price quoted or agreed does not include payment for additional services of substantial scope. If the supplier intends to charge for such service, the purchaser shall be informed as soon as possible. The supplier does not need to notify extra measures other than additional services and they may be charged to current account. 3.2 The price does not include value-added tax or other official charges or packaging charges, which are imposed on the supplier because of statutory producer liability. The producer is liable for these even when they are determined afterwards. 3.3 Packing with the exception of EUR pallets is included in the price, unless otherwise agreed. 3.4 Freight is not included in the price, unless otherwise agreed.
4. Place of delivery Delivery is made at the supplier’s place of manufacture or storage unless otherwise agreed.
5. Apportionment of risk and expenses 5.1 The supplier bears the risk if the service, or in the case of call-off agreement part service is disrupted or damaged before the date of delivery, or, if no such date has been set, the date of delivery of which the purchaser has duly been notified. Thereafter the risk is borne by the purchaser. 5.2 The corresponding provision applies with regard to appointment of liability for expenses for the services, for example for care and insurance.
6. Lateness 6.1 If the supplier finds that the date of delivery probably cannot be met and the lateness may be assumed to be of material importance, the purchaser shall be notified without delay. The reason for the anticipated lateness shall be stated, together with the date when delivery can take place. 6.2 The purchaser has the duty to notify when lateness is anticipated in the provision of the material or in the taking if any other action. If the delay causes substantial material inconvenience the supplier may cancel the agreement.
7. Defective service 7.1 The service is defective if with regard to quality and other characteristics differ from what the parties have agreed. 7.2 The following are not agreed as defects: a) Deviations and variations with regard to the nature of the service which on professional consideration represent only insignificant non-conformance with specimens, models or similar, or with what may otherwise be considered to have been agreed with regard to the nature and character of the service. b) Non-conformance which is due to the fact that the purchaser has not fulfilled his obligations under the agreement, for example omitted to discharge his duty to test under clause 2.3, provided defective material or omitted to order adjustments or corrections. c) Material and manufacturing tolerances. 7.3 Nor is it regarded as a defect if the service is damaged or affected by climatic influence, e.g. in the course of storage in areas of inappropriate temperature and relative humidity, or as a result of other special circumstances which are not due to the supplier.
8. Non-conformance in quantity Short run or overrun up to 10 % is accepted unless otherwise agreed. This also applies to part-deliveries.
9. Consequences of defects 9.1 In the event of a non-serious defect in the service, i.e. if the defect is such that the service is still usable for its purpose, the purchaser has an obligation to accept this, but has a right to demand a price deduction, which corresponds to the defect. 9.2 In event of a serious defect, i.e. if the defect is such that the service is not usable for its purpose, and the supplier does not rectify the defect, the purchaser has the right to demand redelivery. 9.3 In assessing whether a defect is of a non-serious or a serious nature consideration shall particularly be given to the nature and character of the service, including the quality level, design and execution and also the purpose for which it is used and the value. 9.4 In the event of a defective service the supplier has, on this part, a right to remedy the defect at his own expense or to make a redelivery, if this can be done without material inconvenience to the purchaser.
10. Liability for defects in material 10.1 The purchaser is liable for defects or loss, which are caused by defects in digital or other materials which the purchaser provides in and for the performance of the service or which arise when transferring such material. 10.2 The supplier is liable for defects in the material, which have arisen in the performance of the service. 10.3 If the supplier notices that digital or other material which the purchaser has provided is defective or cannot be used in the intended manner, the supplier shall inform the purchaser without delay and ask for his instructions. In this connection the supplier shall interrupt production with the right to compensation for costs, which the interruption causes.
11. Payment and ownership of the goods 11.1 Payment shall be made within 30 days from date of invoicing. 11.2 In the event of late payment, penalty interest of 12 % will be charged from the due date. 11.3 Until full payment has been made, the goods remain the property of the supplier, unless otherwise agreed
12. Claims and rights to take action 12.1 Complaints against the invoice shall be made without delay after receiving it. 12.2 Complaints concerning lateness shall be made without delay after the purchaser has learned of the lateness. 12.3 Complaints concerning defects in the service shall be made without due delay after reception and be specified in writing. The purchaser shall check the correctness of EAN codes and other text immediately after reception. Complaints raised later then 3 months after reception of the goods will not be accepted.
13. Anticipated breach of agreement 13.1 If it becomes apparent that the financial circumstances of the purchaser are such that there is good reason to assume that payment will not be made on time, the supplier has the right to interrupt production or to withhold the service on the date of delivery pending the furnishing of satisfactory security by the purchaser. If the purchaser fails to furnish this without delay, the supplier may cancel the agreement. 13.2 The purchaser has a corresponding right to withhold payment, require satisfactory security or cancel the agreement if there is good reason to assume that the supplier will not perform the service on time.
14. Lien The suppler has a lien on the service and all the property of the purchaser that he has in his possession as security for the purchaser’s fulfilment of his obligations. If the purchaser does not fulfil these in accordance with the agreement, the supplier has the right to realise the security in an appropriate manner.
15. Ownership of material used for production oR for quotation 15.1 Right of ownership of film, plates, blocks, rollers, dies and other material which the supplier has produced himself or by other agency in order to perform the service shall be the supplier’s unless otherwise agreed. 15.2 Right of ownership of sketches, drawings, models, specimens and prototypes another tendering document and object shall be the supplier’s unless otherwise agreed. 15.3 Patent rights in innovations and rights to designs produced by the supplier or on his account in connection with the development of a service shall be the supplier’s unless otherwise agreed.
16. Self-keeping 16.1 The supplier arranges at the risk and expense of the producer a) Safekeeping of sketches, drawings, models, specimens and prototypes and other documents, which the purchaser has handed over to the supplier. b) Safekeeping of the finished service after the agreed date of the delivery or, if this is not stipulated, the date of delivery of which the purchaser has been duly notified. c) Agreed continued safekeeping of the service, for example when the supplier in the case of a call-off agreement has proceeded as in clause 3.4 but not required the purchaser to take over safekeeping of a service ready for delivery. 16.2 Storage and safekeeping shall be effected in an professional manner.
17. Discretion 17.1 The supplier has an obligation to at with discretion in accordance with good business relationships with the purchaser and the factual content of agreed services. 17.2 If the purchaser so requests, the supplier shall take measures to prevent unauthorised persons witnessing the performance of the services. The supplier has in this connection a right to compensation for extra costs caused by these measures, e.g. special procedures or protective devices.
18. Limitation of compensation for costs or loss 18.1 The supplier’s liability for compensation applies only to the direct loss concerning the actual service applied. The amount of compensation is limited to the price of the service.
19. Force majeure If the service cannot be performed in accordance with the agreement as a result of circumstances beyond the supplier’s control, which the latter could not reasonably have anticipated when the agreement was made, this constitutes grounds for exception from liability for compensation and other sanctions. The same applies to obstacles uncounted by the purchaser.
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