Terms and Conditions of Sale and Delivery

Advisory Terms and Conditions of Sale and Delivery 2014

The following terms and conditions of sale and delivery shall only apply if they have been made part of the agreement and nothing else has been expressly agreed in writing. The agreement applies to prepress, printing, finishing, and bookbinding. It applies to both agreements between graphic suppliers and to agreements between graphic suppliers and other customers.

1 Offer and Agreement

1.1 All offers are binding for one month from the date of the offer.

1.2 A binding agreement is deemed concluded when the customer's acceptance has been received by the supplier. In cases where assignments are agreed without a prior offer from the supplier, a binding agreement is deemed concluded when the supplier has issued an order confirmation based on the verbal conversation.

1.3 If no cancellation period has been agreed for the performance of periodic work, three months' notice applies for monthly and quarterly publications, and six months' notice applies for weekly and bi-weekly publications.

2 Price

2.1 Prices are always stated exclusive of VAT. When invoicing, VAT is stated separately. If the delivery is entitled to exemption from VAT, the customer must document this to the supplier at the time of ordering.

2.2 Freight costs are not included in the price unless agreed.

2.3 If the price is stated in a currency other than NOK, both parties may demand currency adjustment for exchange rate differences of more than +/- two percent calculated from the date of the offer to the date of payment.

2.4 Price and delivery time are based on no additional work or costs arising due to:

• the source material being incomplete and deficient
• the source material from the customer being sent/delivered to the supplier later than agreed
• no changes or additions to the delivery being required after the agreement has been concluded
• no additional costs for materials/raw materials specially purchased for an order becoming redundant because the customer changes the order after the agreement has been concluded.

2.5 When the original material is delivered entirely or partly in digital form, price and delivery time are based on it being submitted according to the technical specifications expressly agreed between the parties. When a price has been given based on a complete high-resolution document, it is assumed that the customer has personally checked the document. Correction of errors in the document will be recorded as additional work and invoiced in addition to the agreed price.

2.6 When the supplier receives a high-resolution document and proof prints are made to check/quality-assure the document, proof prints may be made by the supplier and approved by the customer. Colour matching with proof prints on uncoated paper qualities and/or coloured paper qualities is not guaranteed.

2.7 If the customer is present at the start of printing, the approved and signed proof print shall be used as the reference. If changes beyond colour matching with the proof prints must be made, the customer must pay for time spent and materials. The same applies to other changes from the approved proof print.

2.8 Extensive work in connection with requests for cost calculations, preparation of sketches, drawings, drafts, or sample work carried out upon request entitles the supplier to remuneration unless otherwise agreed.

3 Copyright

3.1 It is the customer's responsibility to ensure that authorisation exists for reproduction, duplication, or publication of text, images, drawings, or other material.

3.2 If the supplier has created drawings, text, photographs, sketches, drafts, sample work, and similar in connection with the assignment, the supplier retains the copyright to these. The customer is not permitted to use such works in other publications or in other contexts than that for which the work was prepared.

3.3 The author has the right to be identified as customary practice dictates. This applies both to the original work itself and to works that are reproduced.

4 Delivery

4.1 If the agreed delivery time is not met, a delay exists.

4.2 Delivery is deemed to have taken place when the goods/service or the delivery has arrived at the agreed delivery location. If no delivery location has been agreed, delivery is deemed to have taken place when the customer is notified that the goods/service are ready for collection.

4.3 The supplier shall notify the customer without undue delay of circumstances that cause delay in delivery. This applies to delays caused by technical problems as well as delays caused by incomplete work materials or changes to the assignment after work has commenced.

4.4 The supplier shall store the approved document in a satisfactory manner for 3 months after delivery has taken place, unless otherwise agreed. Cf. clause 11.

5 Deviation in Print Run

5.1 The supplier undertakes to deliver the ordered print run. However, a deviation of less than plus/minus ten percent must be accepted unless the customer has specified in writing that the exact quantity ordered must be delivered.

5.2 Overruns may be delivered and invoiced by further agreement.

5.3 The customer decides whether an additional print run must be delivered in the event of an underrun exceeding ten percent.

6 Defects

6.1 The delivery is considered defective if quality or other properties, as well as print run, deviate from what the parties have agreed or from what follows from these standard rules.

6.2 The following are not considered defects: errors that the customer has not corrected in writing in proof, proof print, or plot; minor colour deviations from approved print proof, PDF proof, proof print, or plot; minor deviations from agreed specifications; errors or deficiencies attributable to paper supplied by the customer.

6.3 The supplier has the right and obligation to remedy a defect provided this can be done within a reasonable time.

7 Complaints

7.1 Any complaint must be submitted without undue delay, and no later than 14 days from receipt of the goods/service.

7.2 If a complaint is omitted or made too late, the customer loses the right to invoke the defect or delay.

8 Payment

8.1 Payment shall be made within 15 days of the invoice date unless otherwise agreed. Periodicals and other periodic deliveries are invoiced for each delivery.

8.2 Interest shall accrue from the due date at the late payment interest rate applicable at any given time.

8.3 Upon the supplier's request, the customer is at all times obliged to provide a bank guarantee as security for payment. If the request is made after the conclusion of the agreement, the supplier bears the costs of the bank guarantee.

8.4 For assignments with a production period exceeding 30 days, the supplier is entitled to an advance (on-account) payment.

8.5 If circumstances attributable to the customer are the reason an agreement cannot be executed continuously, the supplier is entitled to partial invoicing.

8.6 As security for proper payment, the supplier has a right of retention over all customer property in the supplier's possession.

9 Force Majeure

9.1 An extraordinary situation that, according to principles of contract law, may be characterised as force majeure may be invoked by the affected party. This means that there will be no breach of obligations under the agreement for as long as the force majeure situation persists.

9.2 If the execution of the agreement is wholly or partly prevented or substantially impeded by a force majeure event, the parties' obligations are suspended for as long as the situation persists.

9.3 A force majeure event does not cause the agreement to lapse unless the parties agree to this. However, each party may terminate the agreement with one month's notice if the force majeure event makes it particularly burdensome for that party to maintain the agreement. Accrued costs shall be covered.

10 Consequences of Breach of Agreement by the Supplier

10.1 Cancellation — If the supplier is responsible for a material overrun of the delivery time, the customer may cancel the purchase. If a timely complaint is made regarding a defect of such a nature that the delivered goods cannot be used for their intended purpose, and remedy pursuant to clause 6.3 is not possible, the customer may cancel the purchase.

10.2 Compensation — If the supplier is responsible for a non-material overrun of the delivery time, the customer may claim compensation for documented financial loss in accordance with general principles of compensation in contractual relationships. The same applies to defects that are not so serious that the delivered product cannot nevertheless be used for its intended purpose. Any compensation is limited to the agreed price for the relevant order, exclusive of VAT. The customer may in no event claim compensation for indirect losses. Indirect losses include, among other things, the customer's loss of profit of any kind, losses due to business interruption, and third-party claims. No compensation is given upon cancellation.

11 Ownership

11.1 Physical original material delivered by the customer is returned immediately after the assignment is completed. If the material has been used directly in the production process, costs may be incurred in connection with the return. These costs are borne by the customer unless otherwise agreed.

11.2 Proposals, sketches, drawings, original materials, control programmes, and printing media prepared by the supplier are the supplier's property and cannot be demanded for delivery by the customer unless this has been agreed in advance. This also applies when the material is stored electronically.

11.3 Source material delivered by the customer or prepared by the supplier in connection with the order may only be used for work for the customer or with the customer's consent.

11.4 The supplier is obliged to store all printing media for three months after delivery has taken place. Further storage is by agreement with the customer and at the customer's expense.

12 Subcontractors

The supplier has the right, at the supplier's own risk, to have the assignment wholly or partly carried out by a subcontractor. However, the customer does not have the right to object to such placement.

13 Confidentiality

13.1 The supplier is obliged to treat the customer's enquiries and assignments as confidential.

14 Disputes

14.1 Any disagreement regarding the delivery shall be sought resolved through negotiations. If negotiations between the parties do not result in a solution, the dispute may be referred to the Competition and Disputes Committee of the Norwegian Graphic Federation (Grafisk bransjeforening). If that opinion also fails to produce an agreement, either party may demand that the matter be decided by the ordinary courts. If the parties agree, the matter may be decided by arbitration pursuant to the Act of 14 May 2004 on Arbitration.

Source: Grafisk bransjeforening — Advisory Terms and Conditions of Sale and Delivery 2014. This is a translation for informational purposes; the Norwegian original is the authoritative version.