Design Pack OÜ General Terms and Conditions
1.1 Contractor – Design Pack OÜ, registry code 12814802, location Türi 10c D building, Tallinn, Estonia, 11313
1.2 Customer – Physical and legal persons that are ordering products and services.
1.3 Party or Parties – the Contractor and the Customer or the Contractor and the Customer together.
1.4 Works – Works, products and services that the Customer orders from the Contractor.
1.5 General Terms and Conditions – Terms that regulate the relationship between the Contractor and the Customer when ordering services and products and the rights and obligations of the parties.
1.6 Inquiry – the Customer’s request for the purchase of products and services and the related contract conclusion proposal, which is sufficiently defined and expresses the Customer’s will to be legally bound by the contract if the proposal is accepted.
1.7 Confirmation of the order – the Contractor’s agreement to conclude a contract for the execution or sale of products and services recommended by the Customer.
2.ORDER AND PRICE
2.1 If the Customer wishes to order Works from the Executor, he submits a Inquiry to the Executor using the request form on the Executor’s website or by sending the order by e-mail. As an exception, a request can also be submitted by phone, if this is possible considering the nature of the work.
2.2 When submitting a inquiry, the Customer must provide the Executor with the files necessary to fulfill the order and the information related to the order. The files submitted by the Customer for the execution of the Work must meet the conditions prescribed by the Contractor, including be in a suitable format, size and quality.
2.3 The offer must include the price and payment terms. The offer states whether the price includes VAT or not. The tender must state the estimated deadline for the completion of the works and the terms of delivery and storage.
2.4 The Contractor has the right to add justified additional costs to the agreed price, if the Customer has been informed immediately upon the appearance of the reasons in question and the Customer has not immediately objected to the additional costs. The Executor has the right to demand compensation from the Customer for such additional costs due to:
2.4.1. Inadequacy of the file or documents provided by the customer;
2.4.2. Changes made after confirmation of the Order, including changes in the file, format, quantity, etc.
2.5 Payment for the work is made according to the invoice submitted by the Contractor, unless the parties have agreed otherwise. The executor has the right to request an advance payment for the execution of the Works.
2.6 The content of the order and related documents and files are confidential. The Parties do not have the right to use confidential information for other purposes in their own interests or to disclose it to third parties, except for such persons who need access to confidential information to fulfill their obligations arising from the agreement between the Parties, including employees and board members involved in the performance of work, as well as involved consultants and cooperation partners, provided that, that the disclosing party ensures that said persons comply with the terms of confidentiality.
2.7 With the confirmation of the order, the contract between the Parties is considered concluded. In terms of conditions that are not included in the order confirmation, the Parties are guided by these General Terms and Conditions, unless otherwise agreed.
3.EXECUTION, HANDOVER AND ACCEPTANCE OF WORKS
3.1 During execution of works, the Parties are based on the provisions of the agreements between the parties, the contract, these General Terms and Conditions and legislation of the Republic of Estonia, including the Law of Obligations Act.
3.2 The execution of the works is primarily based on the data specified in the Order confirmation.
3.3 The Contractor is obliged to perform the Work in accordance with the Order at the right time and in the right way, unless the parties have agreed otherwise.
3.4 The deadline for the completion of the works is agreed between the Parties based on the wishes of the Customer, the volume of the Order and the technical capabilities of the Contractor. The Contractor has the right to refuse to meet the deadline requested by the Customer, notifying the Customer of this after accepting the Order. In this case, the Customer has the right to cancel the Order.
3.5 If the Contractor is unable to meet the contract deadline due to a lack of labor or raw materials, machine failure, etc., which he could not foresee when concluding the contract, he will immediately inform the Customer. In this case, the Customer has the right to withdraw from the contract within 5 working days after receiving the notification. If the Customer does not withdraw from the contract, the Parties agree on a new term or the term of the contract is automatically extended to the extent of the time period spent on the obstacle.
3.6 If the Customer is unable to provide the Contractor with the files and data necessary for the execution of the Work in a timely manner, he must notify the Contractor immediately. In this case, a new deadline for the completion of the Works will be agreed between the Parties. If the Contractor suffers damage due to the Customer’s delay in handing over files and data, the Contractor has the right to withdraw from the contract.
3.7 Unless the parties have agreed otherwise, the delivery time for the fulfillment of the Order starts from the moment specified below, which is:
3.7.1. Entry into force of the order (submission of the order by the Customer and confirmation of the order by the Executor);
3.7.2. Handing over the files and information necessary for the execution of the work to the Executor;
3.7.3. Agreed advance payment.
3.8 The Customer is obliged to accept the Work at the agreed time and place. If the Customer does not accept the Work without reason, the Executor has the right, in addition to the fee, to demand compensation for the costs resulting from the delay in the acceptance obligation. If the Customer delays acceptance of the Works for more than 90 calendar days, the Contractor has the right to dispose of the Work and demand compensation from the Customer for the damage incurred.
3.9 The handover and acceptance of works is done by signing the act of handover-acceptance or the order form by the Customer. Handover of the Works to the Customer is deemed to have taken place even if the Customer has not unreasonably accepted the Work or signed the act of handover-acceptance or the order form. In the mentioned case, the Work is considered accepted after five (5) days have passed from the agreed time of acceptance of the Work or from the moment when the Contractor informed the Customer that the Work has been prepared for acceptance.
3.10 In the event that the Customer organizes the transport of the Work, the Work is deemed to have been handed over to the Customer at the moment it was handed over to the person performing the transport, unless the Parties have agreed otherwise.
4.WORKS WITH DEFECTS
4.1. If, due to the quality of the work, there is no additional quality requirement, up to 0.5% of prints that do not match the order may be present in the print run.
4.2. The customer does not have the right to a price reduction or to cancel the print if:
4.2.1 The error is due to incorrect, faulty source material on the part of the Customer;
4.2.2 Corrections by the Customer that may be interpreted differently or an error that has not been corrected on the design approved by the Customer;
4.2.3 There is an insignificant difference from a given design or paper sample, approved design or something like that. In the absence of a control print / sample, the balance of colors remains the responsibility of the Customer.
5.LIABILITY AND CLAIMS OF THE PARTIES
5.1 The parties are responsible to each other for direct damage caused by improper performance of the contract to the extent documented. The parties are not responsible for indirect damages caused to each other (loss of income, disruption of economic activity, etc.), unless otherwise provided by law or agreement between the parties.
5.2 The Customer must inspect the Work immediately upon receiving the Work. In the event that the Work does not meet the agreed conditions, the Customer must immediately, but not later than within five (5) working days from the acceptance of the Work or its acceptance, notify the Contractor at least in a written form that allows reproduction of the Work’s non-compliance with the contractual conditions, describing the non-conformities as accurately as possible.
5.3 In the event that the Customer does not notify the Contractor of defects in time, or if the Customer operating in economic or professional activities does not describe the defects accurately enough, the Customer’s work may not be based on non-compliance with the contract conditions, and the Contractor is not obliged to satisfy the Customer’s demands.
5.4 Minor differences between the agreed terms and the result of the Work are not considered to be non-compliance with the terms of the contract, and they do not give grounds for submitting claims, withdrawing from the contract or terminating the contract.
5.5 The Parties submit claims to each other in writing by e-mail to the e-mail address specified in the contract.
5.6 In the event that the performed Work does not meet the agreed conditions, the Contractor undertakes to bring such work into conformity with the contract conditions within a reasonable time at his own expense (to repair or, if repair is impossible, to perform new work).
5.7 The Executor is not responsible for non-compliance of the Work with the contractual conditions, which resulted from the Customer’s inaccurate instructions, material deficiencies provided by the Customer, or preliminary work by a third party, if the Executor sufficiently checked the instructions, material or preliminary work. At the same time, the Executor is not responsible for the non-compliance of the Work with the agreed quality, if the non-compliance of the quality results from the non-compliance of the file delivered by the Customer with the requirements for the print file.
5.8 If the Contractor does not agree with the Customer’s claims regarding non-conformity of the Works, the Parties will order an expert opinion from an independent expert. The costs related to the expertise shall be borne by the party that lost the dispute, unless the law or the agreement between the parties states otherwise.
5.9 If it is impossible to resolve disagreements between the Executor and the Customer by agreement, the disagreements will be resolved in Harju County Court.
6.1. Violation of contractual obligations by the Parties is excusable if the violation occurred due to force majeure. Force majeure is a circumstance that the party could not influence and, based on the principle of reasonableness, he could not be expected to take this circumstance into account or avoid it or to overcome the impeding circumstance or its consequence during the conclusion of the contract.
6.2. On the basis of these General Terms and Conditions, force majeure is, for example, earthquakes, storms, floods, fires, explosions, strikes, public riots, civil disturbances, burglaries, political crises, wars (declared or not– declared) or war-like situations, embargoes.
6.3. The party whose activities are prevented due to force majeure is obliged to notify the other party as soon as possible.
7.DELAYS IN PERFORMANCE OF THE AGREEMENT, DIFFERENCES IN THE AGREED CIRCULATION
7.1. If the Contractor is unable to meet the contract deadline due to a lack of manpower or raw materials, machine failure, etc., which he could not foresee when concluding the contract, he will immediately inform the Customer. In this case, the Customer has the right to withdraw from the contract within 5 working days after receiving the notification. If the Customer does not withdraw from the contract, the Parties agree on a new term or the term of the contract is automatically extended to the extent of the time period spent on the obstacle.
7.2. If in clause 7.1. said obstacle makes the performance of the contract unreasonably burdensome or costly for the Contractor, then the Contractor has the right to withdraw from the contract. In this case, the Customer does not have the right to claim compensation for the damages caused to him, but the Contractor undertakes to return to the Client all materials handed over by the latter to the Contractor for the execution of the Works.
7.3. If the Work is a print, the actual number of prints may differ from the originally agreed amount by 10-20%, depending on the quantity of the order. The payment for the difference between the actual circulation and the agreed circulation is made according to the conditions specified in the Offer. The non-compliance of individual non-compliant copies does not result in the entire print run being considered non-compliant.
8.1. The Parties agree on the price of the works in the Offer. If it is not stated otherwise in the Offer, the Contractor shall submit an invoice to the Customer with the agreed payment deadline or, in the absence of an agreement, with the deadline specified by the Contractor together with the act of handing over and accepting the Works.
8.2. The Customer must pay for the Work under the terms and manner agreed by the Parties. If the Contractor requires the Customer to pay the price in part or in full as an advance payment, this will be indicated in the Offer. If the payment terms are not specified in the Offer, they will be agreed separately. If not stated otherwise in the Offer, the Contractor has the right to demand from the Customer 0.25% of the delay per day for each calendar day of delay in payment. In case of delay in payment for more than 15 calendar days, the Contractor has the right to demand and the Customer is obliged to pay 0.5% per day for each delayed calendar day of the unpaid amount due to the contract. When paying the debt, fines and expenses are taken into account in the first order, arrears in the second order, and the main debt last.
8.3. If the Parties have agreed on advance payment or payment in installments, the Ownership of the Works remains with the Contractor until the Works have been fully paid for. To ensure payment, the Contractor has a lien on the Customer’s movable property (models, materials, etc.) in its possession.
8.4 If the Customer delays paying the invoice for more than 30 days, the Contractor has the right to assign the claim against the Customer to third parties. All expenses resulting from debt collection are required to be paid by the Customer.
8.5. Fulfillment of obligations on the part of the Customer is guaranteed by all of the Customer´s assets, including future assets.
9.1. The tools, computer programs, printing plates, etc. procured by the Contractor for the execution of the Works and for intermediate results are the property of the Contractor and their ownership is not transferred to the Customer after the Works have been handed over.
9.2 If the Customer orders design work or other Work important from the point of view of intangible rights from the Contractor, the Customer acquires ownership of the content and result of the Work and all transferable copyrights.
9.3. The risk of accidental destruction and responsibility for the Works as a product shall be transferred to the Customer from the moment the Works are handed over. The moment of handover is considered to be the moment when the Customer or a person authorized by him accepts or should have accepted the Work according to the contract. Ownership of the Works is transferred to the Customer when the entire agreed price has been paid by the Customer, unless the Parties have agreed otherwise.
9.4 The Customer is responsible for ensuring that the rights of third parties are not violated when ordering the Works, including that the Customer must ensure that the copyrights of third parties are not violated when the Work is ordered. The Subscriber bears any responsibility that comes with copyright infringement on his part, including ordering a Work that infringes copyright.
9.5 By submitting material to the Contractor, the Subscriber confirms that it has all the necessary rights to transmit, disclose, reproduce and distribute such material, and that the Subscriber’s actions do not conflict with any legislation. The executor is not obliged to check the mentioned circumstances separately. If the Customer’s confirmation turns out to be incorrect, the Customer is obliged to compensate the Contractor for all damages arising in connection therewith, including damages incurred by the Contractor as a result of claims against him by third parties.