General terms - Manmade trükitööd

1. Definitions

1.1. “CONTRACTOR” means Manmade Agentuur OÜ registry code . 14399849
1.2. “CUSTOMER” means a person who enters into a contract with the CONTRACTOR for the purpose of ordering services rendered by the CONTRACTOR.
1.3. “SERVICE” means the service rendered by the CONTRACTOR to the CUSTOMER consisting in the preparation and printing of the publication the CUSTOMER desires and in the cutting, folding, binding, packing and transporting thereof as and when necessary.
1.4. “PUBLICATION” means the result, i.e. final product, of the SERVICE rendered by the CONTRACTOR on the basis of the original material and instructions (material, format, and colour scheme, etc) given by the CUSTOMER.
1.5. “PRICE QUERY” means a proposal made by the CUSTOMER to the CONTRACTOR to make an offer for the provision of the SERVICE regarding the PUBLICATION desired by the CUSTOMER.
1.6. “OFFER” means a proposal made by the CONTRACTOR to the CUSTOMER to enter into a SERVICE contract.
1.7. “ORDER CONFIRMATION” means the CUSTOMER’S confirmation regarding the acceptance of the OFFER.
1.8. “ORIGINAL MATERIAL” means the printing material delivered by the CUSTOMER to the CONTRACTOR in an electronic format (PDF files or print files) which enable the CONTRACTOR to prepare the PUBLICATION for printing.
1.8. “GENERAL TERMS AND CONDITIONS” means these General Terms and Conditions of Printing Services.
1.9. “SPECIAL TERMS AND CONDITIONS” means the terms and conditions of the SERVICE contract entered into by and between the CUSTOMER and the CONTRACTOR which deviate from the GENERAL TERMS AND
CONDITIONS.

2. Application of the General Terms and Conditions

2.1. The GENERAL TERMS AND CONDITIONS shall be applied to any and all contracts entered into by and between the CUSTOMER and the CONTRACTOR the object of which is the provision of the SERVICE, unless otherwise agreed in writing in the SPECIAL TERMS AND CONDITIONS.
2.2. In case the GENERAL TERMS AND CONDITIONS and the SPECIAL TERMS AND CONDITIONS are in conflict, the provisions of the SPECIAL TERMS AND CONDITIONS shall prevail.
2.3. An agreement by which the Parties deviate from the provisions of the GENERAL TERMS AND CONDITIONS shall be entered into in writing or in a format which can be reproduced in writing. Failure to comply with the format requirements shall bring about the nullity of the agreement.

3. Entry into the Service Contract

3.1. Entry into a SERVICE contract shall be initiated by the CUSTOMER who shall submit a PRICE QUERY to the CONTRACTOR. The PRICE QUERY shall be submitted in writing or in a format which can be reproduced in writing (incl.e-mail or using the order form on the CONTRACTOR’s website).
3.2. The PRICE QUERY shall include the following information:
3.2.1. name, address and contact details of the CUSTOMER, and the name of the person who placed the order on behalf of the CUSTOMER;
3.2.2. information about the PUBLICATION necessary for the preparation of an OFFER, in particular:
– name and short description of the PUBLICATION;
– format of the PUBLICATION;
– number of pages of the PUBLICATION;
– number of copies;
– information about the colour scheme of the PUBLICATION;
– description (name, weight, etc) of the material (paper) of the PUBLICATION;
– information about post-printing processing (cutting, folding, binding, packing and transport).
3.2.3. date of delivery of the ORIGINAL MATERIAL to the CONTRACTOR;
3.2.4. desired date of execution of the order.
3.3. If the PRICE QUERY does not include sufficient information to prepare the OFFER, the CONTRACTOR shall inform the CUSTOMER of the missing information. If necessary, the CONTRACTOR shall negotiate with the CUSTOMER in order to specify the details regarding the provision of the SERVICE.
3.4. Based on the PRICE QUERY and, if necessary, on the information gathered according to the procedure set out in clause 3.3 hereof the CONTRACTOR shall make an OFFER to the CUSTOMER. The OFFER shall be made in writing or in a format which can be reproduced in writing (incl. by fax or e-mail).
3.5. The CONTRACTOR shall indicate the following information in the OFFER:
3.5.1. reference to the date of the CUSTOMER’s PRICE QUERY;
3.5.2. name and short description of the PUBLICATION;
3.5.3. format and the number of pages of the PUBLICATION;
3.5.4. colour scheme and polish of the PUBLICATION;
3.5.5. name and weight of the material (paper) of the PUBLICATION;
3.5.6. information about post-printing processing (cutting, folding, binding, packing and transport);
3.5.7. deadline for the delivery of the ORIGINAL MATERIAL by the CUSTOMER;
3.5.8. due date of execution of the ORDER;
3.5.9. other important SERVICE rendering terms and conditions;
3.5.10. SERVICE price net of VAT;
3.5.11. term of validity of the OFFER.
3.6. The CUSTOMER shall confirm the OFFER with an ORDER CONFIRMATION. The ORDER CONFIRMATION shall be made in writing or in a format which can be reproduced in writing and it shall indicate the CUSTOMER’s clear and unconditional acceptance of the OFFER. If the CUSTOMER replies to the OFFER in a manner which does not indicate a clear and unambiguous acceptance of the OFFER or which sets new conditions for the provision of the SERVICE which are not part of the OFFER, such reply shall not be deemed an ORDER CONFIRMATION. If the CUSTOMER submits the ORDER CONFIRMATION after the expiry of the term of validity of the OFFER, such ORDER CONFIRMATION shall be deemed a PRICE QUERY on the basis of which the CONTRACTOR shall make a new OFFER to the CUSTOMER.
3.7. Upon receipt of the ORDER CONFIRMATION by the CONTRACTOR a SERVICE contract shall be deemed entered into by and between the CUSTOMER and the CONTRACTOR on the terms and conditions indicated in the OFFER.

4. Submission of the Original Material and Preparation of the Publication

4.1. The CUSTOMER shall submit the ORIGINAL MATERIAL to the CONTRACTOR on the due date indicated in the OFFER at the latest. The ORIGINAL MATERIAL shall be deemed delivered at the moment the CONTRACTOR receives the material. If the ORIGINAL MATERIAL reaches the CONTRACTOR after 6 p.m, the ORIGINAL MATERIAL shall be deemed delivered to the CONTRACTOR at 9 a.m the next day.
4.2. The CUSTOMER shall submit the ORIGINAL MATERIAL in an electronic format and forward the material to the CONTRACTOR’s e-mail or send it on a digital data medium (CD, DVD or any other generally used data medium).
4.3. Upon preparation and submission of the ORIGINAL MATERIAL the CUSTOMER shall adhere to the CONTRACTOR’s corresponding instructions
4.4. Upon receipt of the ORIGINAL MATERIAL the CONTRACTOR shall review the material and if the ORIGINAL MATERIAL is not sufficient in order to prepare the PUBLICATION for printing or other circumstances occur due to which it is impossible to provide the SERVICE on the basis of the ORIGINAL MATERIAL in accordance with the contract, the CONTRACTOR shall immediately inform the CUSTOMER of the deficiencies. The CUSTOMER shall eliminate the deficiencies in the ORIGINAL MATERIAL as soon as possible. The adjusted ORIGINAL MATERIAL shall be submitted pursuant to clauses 4.1, 4.2 and 4.3 of the GENERAL TERMS AND CONDITIONS. If the ORIGINAL MATERIAL is defective, the CUSTOMER’s obligation to submit the ORIGINAL MATERIAL shall be deemed performed on the day the CONTRACTOR receives non-defective ORIGINAL MATERIAL.
4.5. It is recommended that the CUSTOMER submit to the CONTRACTOR, along with the ORIGINAL MATERIAL, also a model of the PUBLICATION, i.e. a copy of the ORIGINAL MATERIAL printed out using an ordinary printer. Such print-out should be folded and stapled like the desired final product. Upon submission of the model the CONTRACTOR shall also check whether a publication corresponding to the model can be made using the ORIGINAL MATERIAL. In case the CUSTOMER does not submit a model, the CONTRACTOR shall not be liable if the PUBLICATION does not correspond exactly to the CUSTOMER’s wishes.
4.6. The CONTRACTOR shall not be obliged to check the orthography of the texts of the ORIGINAL MATERIAL or their conformity with the CUSTOMER’s wishes. The CUSTOMER shall be liable for the correctness of the content of the ORIGINAL MATERIAL.
4.7. The CONTRACTOR shall, prior to the manufacture of printing plates, print out a sheet of each printing plate (imposition proof) using the ORIGINAL MATERIAL. The CONTRACTOR shall not be obliged to present the print-outs of the sheets to the CUSTOMER; however, if the CUSTOMER has expressed a desire to review the print-outs, the CONTRACTOR shall allow the CUSTOMER to do that at the CONTRACTOR’s place of business.
4.8. In case of coloured publications it is recommended that the CUSTOMER order a colorproof, and, if the colours are suitable, sign it and thereafter forward it to the CONTRACTOR. The CONTRACTOR shall inform the CUSTOMER of the price of colorproof and shall perform the colorproof and present it to the CUSTOMER after the CUSTOMER has consented to the payment of the price of colorproof. The CONTRACTOR shall use the given colorproof as a colour sample upon provision of the SERVICE, and the CONTRACTOR shall print using colours as close to those of the colorproof as possible. If no colorproof is submitted, the CONTRACTOR shall use the color values (densities) given in ISO 12647_2 for the CMYK colour model as the basis for the colour scheme.
4.9. If the CUSTOMER has accepted a sheet print-out (imposition proof), colorproof or a sample print, the CUSTOMER shall not be entitled to treat a circumstance which arises from the accepted print-out, colorproof or sample print as the PUBLICATION defect.

5. Term for the Provision of the Service

5.1. The CONTRACTOR shall execute the order by the deadline indicated in the OFFER.
5.2. Clause 5.1 of the GENERAL TERMS AND CONDITIONS shall not apply if the CUSTOMER has failed to adhere to the deadline for the submission of the ORIGINAL MATERIAL indicated in the OFFER. The CUSTOMER shall be deemed having breached the obligation to submit the ORIGINAL MATERIAL in a timely manner if:
5.2.1. the CONTRACTOR has not received the ORIGINAL MATERIAL by the deadline for the submission of the ORIGINAL MATERIAL;
5.2.2. the ORIGINAL MATERIAL submitted is defective and the CUSTOMER fails to eliminate the defects by the deadline for the submission of the ORIGINAL MATERIAL;
5.2.3. the CUSTOMER wishes to change the ORIGINAL MATERIAL and the CONTRACTOR does not receive the changes by the deadline for the submission of the ORIGINAL MATERIAL.
5.3. In the case mentioned in clause 5.2 of the GENERAL TERMS AND CONDITIONS the CONTRACTOR shall inform the CUSTOMER of the new date of execution of the order after the receipt of the final and non-defective ORIGINAL MATERIAL. The CONTRACTOR shall forward the notice on the new execution date of the order to the CUSTOMER in writing or in a format which can be reproduced in writing. Upon determining a new order execution date the CONTRACTOR shall take into account the CUSTOMER’s interests as much as possible and postpone the initial order execution date by a period of time which is as short as possible. Notwithstanding the above the CUSTOMER shall acknowledge that the CONTRACTOR is obliged to properly execute other orders placed at the same time in case of which the customers have properly performed their obligations and therefore the order execution date may be postponed by a period of time which is longer than the delay in the submission of the ORIGINAL MATERIAL.
5.4. If the CUSTOMER does not agree with the new order execution date made known to them by the CONTRACTOR pursuant to clause 5.3 of the GENERAL TERMS AND CONDITIONS, the CUSTOMER shall be entitled to extraordinarily cancel the SERVICE contract. The CUSTOMER shall inform the CONTRACTOR of the cancellation in writing within 2 (two) business days of the receipt of the notice mentioned in clause 5.3. If the CUSTOMER cancels the SERVICE contract on the grounds set out in this clause, the CONTRACTOR shall be entitled to be paid for the work performed by the day of receipt of the cancellation declaration and request that the expenses borne in connection with the provision of the SERVICE as of the said date be compensated for.
5.5. Clauses 5.3 and 5.4 shall also be applied in case the CUSTOMER fails to perform the obligations arising from the SERVICE contract in a timely manner and therefore the CONTRACTOR is not able to duly execute the order.

6. Performance of the Service Contract and Delivery of the Publications

6.1. The CONTRACTOR shall provide the SERVICE in accordance with the terms and conditions indicated in the OFFER and with the ORIGINAL MATERIAL submitted by the CUSTOMER.
6.2. If the PUBLICATIONS are ready for delivery to the CUSTOMER, the CONTRACTOR shall inform the CUSTOMER thereof in writing or in a format which can be reproduced in writing and shall set a reasonable term for the CUSTOMER for taking delivery of the PUBLICATIONS. The term may not be less than 7 (seven) days.
6.3. The CONTRACTOR shall deliver the PUBLICATIONS to the CUSTOMER at the location indicated in the OFFER. If such a location is not indicated in the OFFER, the CONTRACTOR shall deliver the PUBLICATIONS to the CUSTOMER at the CONTRACTOR’s place of business.
6.4. Upon delivery of the PUBLICATIONS the CONTRACTOR shall give the CUSTOMER for signature an instrument of delivery and receipt of the PUBLICATIONS.
6.5. The CUSTOMER shall take delivery of the PUBLICATIONS made available by the CONTRACTOR. The delivery of the PUBLICATIONS to the CUSTOMER shall be deemed taken place as of the moment the CUSTOMER signs the instrument mentioned in clause 6.4.
6.6. The delivery of the PUBLICATIONS to the CUSTOMER shall also be deemed taken place if the CUSTOMER has failed to take delivery of the PUBLICATIONS or sign the instrument mentioned in clause 6.4 within 5 (five) days of the date determined by the CONTRACTOR pursuant to clause 6.2.
6.7. The CUSTOMER shall only be entitled to refuse to take delivery of the PUBLICATIONS if at the time the PUBLICATIONS are made available for delivery it is clear that the PUBLICATIONS do not conform to a significant extent with the terms and conditions of the SERVICE contract and due to the non-conformity the CUSTOMER is unable to use the PUBLICATIONS for the purpose for which the CUSTOMER had ordered these. The CUSTOMER shall justify the refusal to take delivery of the PUBLICATIONS and describe the significant non-conformity of the PUBLICATIONS. The CUSTOMER shall submit the said reasons on the day following the due date mentioned in clause 6.2 at the latest. If the CUSTOMER fails to inform of the refusal to take delivery of the PUBLICATIONS and the reasons therefor, the CUSTOMER shall lose the right to refuse to take delivery of the PUBLICATIONS.

7. Service Price and Payment Procedure

7.1. The CONTRACTOR shall issue an invoice to the CUSTOMER for the SERVICE after the delivery of the PUBLICATIONS or after the PUBLICATIONS are deemed delivered pursuant to clauses 6.5 or 6.6 of the GENERAL TERMS AND CONDITIONS.
7.2. The SERVICE price shall be indicated in the OFFER.
7.3. The CONTRACTOR shall be entitled to request that the price mentioned in clause 7.2 be changed if:
7.3.1. the material delivered by the CUSTOMER is not suitable for the provision of the SERVICE and the CONTRACTOR is obliged to use their own material;
7.3.2. the CUSTOMER changes the order (incl. the number of copies) after entry into the SERVICE contract;
7.3.3. the CUSTOMER changes the ORIGINAL MATERIAL after the date for submission of the ORIGINAL MATERIAL indicated in the OFFER;
7.3.4. during the provision of the SERVICE it has become clear that additional work which was not initially agreed on must be performed.
7.4. In the cases mentioned in clause 7.3 the CONTRACTOR shall propose to the CUSTOMER in writing or in a format which can be reproduced in writing that the SERVICE price be changed. The CUSTOMER shall inform the CONTRACTOR in writing or in a format which can be reproduced in writing within 3 (three) days of the receipt of the proposal whether they agree with the changes to the SERVICE price or not. If the CUSTOMER consents to the changes to the SERVICE price, the SERVICE price shall be deemed changed upon mutual agreement and the price payable for the SERVICE shall be the changed price instead of the one indicated in the OFFER.
7.5. If the CUSTOMER does not consent to the changes to the SERVICE price or if the CUSTOMER fails to inform the CONTRACTOR of their opinion within the prescribed time, the CONTRACTOR shall be entitled to extraordinarily cancel the SERVICE contract. If the CONTRACTOR cancels the SERVICE contract on the grounds set out in this clause, the CONTRACTOR shall be entitled to be paid for the work performed by the day of submission of the cancellation declaration and request that the expenses borne in connection with the provision of the SERVICE as of the said date be compensated for.
7.6. The term for the payment of invoices issued by the CONTRACTOR shall be 14 (fourteen) days of the invoice date.

8. Defective Work

8.1. The CUSTOMER shall review the PUBLICATIONS created as the result of the provision of the SERVICE and inform the CONTRACTOR of any defects within 7 (seven) business days of the delivery of the PUBLICATIONS or of the date the PUBLICATIONS are deemed delivered pursuant to clauses 6.5 or 6.6 of the GENERAL TERMS AND CONDITIONS.
8.2. The notice regarding defects shall be made in writing and the notice shall include a sufficently accurate description of the defect. If the CUSTOMER fails to inform the CONTRACTOR of the defects in a timely manner or fails to describe the defects sufficently accurately, the CUSTOMER shall lose the right to rely on the defects.
8.3. If the number of copies of the PUBLICATIONS is below the agreed number of copies and the respective difference does not exceed 5 (five) percent, the CONTRACTOR shall not be deemed as having breached the contract and the CUSTOMER shall not be entitled to reduce the SERVICE price or apply other legal remedies due to the fact that they received a smaller number of PUBLICATIONS.
8.4. If the PUBLICATION differs from that agreed between the Parties (incl. colour print, sample paper, sublimation, etc) insignificantly, the difference shall not be deemed the PUBLICATION defect and the CUSTOMER shall not be entitled to reduce the SERVICE price or apply other legal remedies due to the difference. The defect shall be deemed insignificant or unimportant first and foremost if the difference is not of the nature which impairs the quality or aesthetic value of the PUBLICATION for an ordinary reader of the PUBLICATION or if the difference is barely visible when given ordinary attention. The paper of the PUBLICATION shall be deemed in conformity with the sample if the paper used bears a type mark identical with that of the sample.
8.5. The CONTRACTOR shall not bear any liability for the PUBLICATION defects if the defects arise from the material supplied by the CUSTOMER.
8.6. If the CONTRACTOR agrees with the CUSTOMER’S complaints regarding the PUBLICATION defects, the Parties shall agree on the manner of elimination of the consequences of the defects and on an elimination time schedule. If the CONTRACTOR agrees to eliminate the PUBLICATION defect within a reasonable time, the CUSTOMER shall not be entitled to reduce the SERVICE price or refuse to accept the CONTRACTOR’s corresponding proposal.
8.7. If the CONTRACTOR does not agree with the CUSTOMER’s complaint regarding the PUBLICATION defects, the Parties shall ask that an independent expert give their opinion. The expenses related to the expert opinion shall be borne by the Party who is proven wrong. The expert opinion shall be binding to the Parties.
8.8. If the Parties fail to reach the agreement on the manner of elimination of the PUBLICATION defects, the dispute shall be referred to the Expert Commitee of the Association of Estonian Printing Industry. The resolution of the Committee shall be binding to the Parties.
8.9. The CUSTOMER shall return the PUBLICATIONS not conforming to the terms and conditions of the contract to the CONTRACTOR within 14 (fourteen) days of the delivery thereof. The PUBLICATIONS to be returned shall be delivered to the CONTRACTOR by a corresponding instrument (instrument of return) which shall indicate the reasons for return. The authorised representatives of the Parties shall sign the instrument of return. Signature of the instrument of return shall not mean that the CONTRACTOR agrees with the CUSTOMER’s complaint.

9. Liability of the Parties

9.1. The Parties shall be liable, to the documented extent, for the direct damages caused to the other Party by failure to properly perform the SERVICE contract. The Parties shall not be liable for indirect damages caused to the other Party (loss of profit, interruption of economic activities, etc).
9.2. The CONTRACTOR’s liability for the damages caused to the CUSTOMER shall be limited to the SERVICE price.
9.3. Upon failure by the CUSTOMER to properly perform their financial obligations the CONTRACTOR shall be entitled to request that the CUSTOMER pay default interest. The rate of default interest shall be 0.5 (zero point five) percent of the outstanding amount per day.
9.4. Upon failure by the CUSTOMER to properly perform their financial obligations the CONTRACTOR shall be entitled to disclose the information pertaining to the CUSTOMER’s debts to credit institutions, payment disturbances register, other relevant persons and the public.

10. Cancellation of the Service Contract by the Customer

10.1. The CUSTOMER shall be entitled to cancel the SERVICE contract at any time. Upon cancellation of the SERVICE contract the CUSTOMER shall submit to the CONTRACTOR a written declaration of cancellation of the SERVICE contract.
10.2. If the CUSTOMER has cancelled the SERVICE contract, the CONTRACTOR shall be entitled to require payment of the agreed remuneration (SERVICE price) from which the savings made by the CONTRACTOR due to the cancellation of the contract and anything which the CONTRACTOR obtained or could reasonably have obtained by using the labour force thereof for different purposes are deducted.

11. Obstucles to the Provision of the Service

11.1. If the CONTRACTOR is unable to adhere to the performance deadlines due to lack of labour force or raw materials or due to equipment failure which they could not foresee at the time of entry into the contract, the CONTRACTOR shall immediately inform the CUSTOMER thereof. In such a case the CUSTOMER shall be entitled to withdraw from the contract by informing the CONTRACTOR thereof in writing within 3 (three) days of the receipt of the CONTRACTOR’s notice. If the CUSTOMER does not withdraw from the contract, the Parties shall set a new deadline.
11.2. If the obstucle mentioned in clause 11.1 renders the performance of the contract excessively difficult, impracticable or unreasonably burdensome for the CONTRACTOR in any other manner, the CONTRACTOR shall be entitled to withdraw from the contract. The CONTRACTOR shall inform the CUSTOMER of the withdrawal in writing. In such a case the CUSTOMER shall not be entitled to request that the damages caused to them be compensated for. However, the CONTRACTOR shall return to the CUSTOMER any and all materials delivered by the CUSTOMER. If this is impossible the CONTRACTOR shall compensate for the materials in cash.
11.3. The Parties shall not be liable for failure to perform obligations arising from the SERVICE contract if this is caused by Force majeure. Force majeure shall be a circumstance which the Party could not affect and it could not reasonably be expected from them that at the time of entry into the contract they would accord consideration to or prevent the circumstance or overcome the impediment or the results thereof. With regard to the performance of financial obligations Force majeure shall only mean general failures of the financial system of a Party’s country of location if these render it impossible to make bank transfers and/or conclude cash transactions in the given country.

12. Amendments to the General Terms and Conditions

12.1. The CONTRACTOR shall be entitled to amend the GENERAL TERMS AND CONDITIONS unilaterally by informing the CUSTOMER thereof in writing at least 60 (sixty) days in advance.
12.2. Upon amendments to the GENERAL TERMS AND CONDITIONS the OFFERS made before the amendments take effect and the SERVICE contracts entered into on the basis of such OFFERS shall be governed by the GENERAL TERMS AND CONDITIONS in force at the time of submission of the OFFER.

13. Dispute Resolution and Governing Law

13.1. The disputes which are not subject to resolution by an expert or the Expert Committee of the Association of Estonian Printing Society shall be referred to the Harju County Court.
13.2. In matters not regulated under the contract the Parties shall follow the legislation of the Republic of Estonia.