GENERAL TERMS AND CONDITIONS OF TIPOGRAFIA EVEREST 2001 SRL
Article 1. Definitions
1.1 Tipografia: TIPOGRAFIA EVEREST 2001 S.R.L., a Romanian legal person, headquartered in Bucharest, Bulevardul Timişoara nr. 121-137, Sector 6, registered with Bucharest Trade Registry Office under no. J40/24425/1994, VAT no. RO6970325, engaged in the activity of printing services;
1.2 The Other Party: Any natural or legal person with whom Tipografia enters into an Agreement;
1.3 Agreement: these general terms and conditions, inclusively any separate order issued by the Other Party for printing services and products and confirmed in writing by Tipografia;
1.4 Parties: Tipografia and the Other Party (each of them being a „Party”);
1.5 Products and Services: the printing products and services executed by Tipografia in accordance with the provisions of the Agreement
Article 2. Offers and conclusion of the Agreement
2.1 Our offers are subject to change without notice. Descriptions of goods in catalogues, brochures, offers etc. do not constitute any guarantee of quality. Any Agreement / order of the Other Party shall only become binding for Tipografia only when these have been confirmed by Tipografia digitally or in writing.
2.2 Tipografia shall at all times have the right to refuse contracts and/or orders.
2.3 Supplements and amendments to the Agreement requires our writen or digital confirmation in order to be valid.
2.4. Cost estimates, drawings and other documents remain our property, even if delivered by us. We reserve all rights related to them. The documents may not be reproduced nor made available to third parties without our express consent.
Article 3. Payment
3.1 The payment of the invoices issued by Tipografia shall be paid within thirty days after the invoice date, unless specified otherwise on the invoice, or expressly agreed otherwise. In addition, Tipografia is entitled to require a deposit or prepayment of the (expected) price at the conclusion of the Agreement. The Other Party cannot assert any right regarding the execution of the Agreement before the stipulated advance payment has been made.
3.2 If the Other Party fails to pay any amount at due date, it shall legally be in default without further notice of default being required, and it shall owe penalities of 0,1% for each day of payment delay.
3.3 All judicial and extrajudicial collection costs associated with the collection of any claim on the Other Party, shall be at expense of the Other Party. Any payment of the Other Party shall pay off, in order, judicial costs beared by Tipografia, installments, interest, penalties, in the chronological order of their maturity, and, at final, the principal debt.
3.4 The Other Party shall not be allowed to withhold its payment obligation (or obligations) towards Tipografia, to settle and/or to compensate this with a claim by the Other Party on Tipografia, on whatever account, without express consent of Tipografia.
Article 4. Execution of the Agreement
4.1 The Other Party is obliged to accept or to collect the Products at their first presentation. If the Other Party fails to fulfill this obligation, all consequences shall be borne by the Other Party, including storage costs of 30 Euro/day. In particular, Tipografia shall in that case be entitled to cancel the Agreement and/or to claim damages.
4.2 The Other Party has to deliver on time to Tipografia the primary documents, as the graphic, the assay colour, the matrix and the magnetic support for the prints execution and as it was agreed with the Tipografia. Not respecting the terms of these executions might cause delays with the delivery term, without any faaul of Tipografia.
4.3 The Other Party guarantees the originality and the legality of the print ordered to Tipografia. Tipografia does not have any obligation regarding the copyright or other related rights.
4.4 The Other Party shall bear all the costs in case he asks for technical changes of the print, situation in which Tipografia can present the price changes of the initial offer and will delay the previously established delivery date according with the new technical characteristics.
4.5 The Other Party will take the full responsibility for the accuracy of the documents and of the information given to Tipografia in order for us to respect the Agreement. If the required documents and information are not provided by the Other Party within the limits indicated by Tipografia, Tipografia will be absolved of any responsibility regarding the fulfillment of the obligations stipulated by the Agreement.
4.6 The Other Party shall bear all the costs made by Tipografia, whatever the execution phase is, if the Other Party decides to cancel the order. The prepayment/deposit paid by the Other Party won’t be refunded if the order is cancelled.
4.7 The Products’ delivery will be made in EX WORKS conditions, according to the international INCOTERMS standards. Hence, the delivery will be made at Tipografia’s gate, by using the Other Party’s means of transport. If the Parties decide to make the delivery in a different place, it will be mentioned on the written order the place where the delivery has to be made. Any costs related to taking over the Products (shipping, transportation, taxes etc) shall be beared by the Other Party, unless agreed otherwise in witing by the Parties.
4.8. Tipografia has to make the Products with respect of the execution term, quantity and quality stipulated by the order issued by the Other Party and accepted by Tipografia, the quality of the Products being the one established in the technical specifications showed by the Beneficiary through the order and accepted by “ready for printing”.
Article 5. Prices
5.1 All Tipografia’s prices quoted in the offer of products or services are, unless expressly stated otherwise and/or agreed, expressed in euros (€).
5.2 In case of urgent orders, Tipografia can charge emergency fees in addition to its usual price.
5.3 Tipografia has the right to alter all prices quoted in the offer of products or services at any time.
5.4 Tipografia has the right in case of cost increases between the time of the conclusion of the Agreement and the full compliance thereof, and regardless of the foreseeability thereof, to increase the price accordingly in such a way that such a cost increase will be completely absorbed. Cost increases include, but not exclusively, cost increases arising from increases or changes in wages, expenses, taxes, duties, fees, freight, levies, prices for raw materials and energy, as well as exchange rate fluctuations, increases in the fees charged by the suppliers or legislative changes. The Other Party has the right to cancel the Agreement for the part not yet executed, within 5 days after Tipografia informed him of such price increase, except to the extent that the price increase is the result of a statutory provision.
5.5 The Agreement entitles Tipografia to charge separately for work done additionally by Tipografia.
Article 6. Delivery and risk
6.1 The Products to be supplied by Tipografia shall be deemed as delivered at the time the Products leave Tipografia’s factory or the warehouse, unless the Parties agree in writing otherwise. This does also apply to partially shipments.
6.2 After delivery as referred to in the preceding paragraph, the Products are for the account and risk of the Other Party, also when Tipografia is responsible for the transport, unless expressly agreed otherwise;
6.3 Tipografia determines the shipping method to meet its delivery obligations. If the Other Party should give certain directions, complying with this shall be entirely at the expense and risk of the Other Party.
Article 7. Complaints
7.1 The Other Party is obliged to have the Products, delivered by Tipografia, examined immediately at delivery, the Other Party having the obligation to inform Tipografia, at the delivery moment, about any defect or damage of the packaging.
7.2 In case of defects or damage to the Products, the Other Party should inform Tipografia of the nature and extent of the damage in writing and with reason, within 2 working days after delivery.
7.3 If the Other Party doesn’t submit a complaint within the applicable time limit or in the required manner, the delivered Products shall be deemed to be accepted and approved unconditionally by the Other Party, and any claim against Tipografia will be void.
7.5 A complaint concerning a specific delivery or manner of service shall never postpone the payment obligations of the Other Party.
Article 8. Termination of the Agreement
8.1 The Other Party shall in no event be entitled to cancel the Agreement unilaterally.
8.2 The Agreement is duly terminated without the intervention of any legal or arbitral court in case any of the Parties fails to fulfill any of its contractual obligations.
8.3 The termination of the Agreement will have no effect on the already due obligations between the Parties. The above provisions do not remove the responsibility of the Party which caused the Agreement’s termination. Upon termination of the Agreement, all amounts due to Tipografia will become immediately due and will be fully paid.
Article 9. Liability
9.1 If one of the Parties doesn’t respect his contractual obligations or he executes them in an inappropriate way, the other Party has the full right to rescind the Agreement, with the obligation of the guilty Party to pay the damages.
9.2 If Tipografia should be liable for any damage, then its liability shall always be limited to compensation for direct damage resulting from an attributable failure to comply with its contractual obligations, and up to a maximum of the invoice amount of the relevant products and/or services.
9.3 Tipografia is not liable, in no circumstaces, for indirect damage of the Other Party, including consequential damages, lost profits, lost savings, non-material damage, business or environmental damage or pure property damage.
9.4 None of the Parties is responsible for the delayed executions or/and for the inappropriate total or partial execution of any of his obligation stipulated in the Agreement, if the non execution was caused by a Force Majeure event. Force majeure means any circumstance independent of the will of Tipografia that prevents the performance of the Agreement, either permanently or temporarily or objectionable, as well as, as far as not already understood, war, strike, accidents, flood, short supply of material, equipment, work materials, lack of work forces and other similar events and/or serious disturbances in Tipografia’s company or that of one of its suppliers. All this applies regardless of whether the circumstances which cause the force majeure occur in Romania or in another country.
9.5 For the Force Majeure event to remove the liability, the Party invoking it has to:
a. communicate, by writing, to the other Party, the major force case, within 5 days of its occurrence;
b. request, within 5 days of its occurrence, to the competent Chamber of Commerce and Industry, an official certificate of ascertainment for the Force Majeure event;
c. communicate, by writing, to his contractual partner, within 10 days of occurrence, the official certificate of the Force Majore event;
d. communicate, by writing, to his contractual partner the termination of the major force case, within 3 days of the termination;
e. take all the necessary measures to minimize the consequences which generate the major force case.
If within 30 days of its occurrence, the Force Majeure event won’t stop, the Parties have the right to notify the termination of the Agreement, none of them being entitled to ask for damages recovery.
Article 10. Personal data and privacy policy
10.1 The Parties will use any personal data obtained exclusively for the purposes set out in this Article and its privacy policy, and will do everything possible to protect this personal data.
Article 11. Applicable law and disputes
11.1 Tipografia reserves the right to change these General Terms and Conditions unilaterally. The Other Party is bound to these changes.
11.2 This Agreement shall be governed and construed in accordance with the laws of Romania. The applicability of the Vienna Sales Convention and foreign legislation is expressly excluded.
11.3 Any dispute related to this contract, both in regard to the delivery of the Products and to the payment thereof by the Other Party, including the ones referring to the validity, construction, execution or termination of the Agreement, will be settled by the competent Romanian legal court from Tipografia’s registered office.
Article 12. General
12.1 Only these General Terms and Conditions shall apply to all offers and/or quotations
and on all Agreements concerning the printing services offered by Tipografia.
12.2 The general terms and conditions of the Other Party and other terms differing from the terms and conditions of Tipografia are explicitly rejected by Tipografia, unless these were accepted expressly and in writing by Tipografia.
12.3 The failure or delay by Tipografia in exercising any right, power or remedy under this Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by Tipografia of any right, power or remedy under this Agreement shall not in any circumstances preclude the exercise of any other right, power or remedy.
12.4 Any waiver of a breach of, or default under, any of the terms of this Agreement shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
12.5 The invalidity or inapplicability of one or more terms in this Agreement shall not affect the validity of the individual other provisions and the validity of this Agreement as a whole. The Parties shall, after consultation, replace the invalid or inapplicable terms with terms which are valid and applicable, and whose legal effects, in view of the content and scope of the Agreement, correspond as far as possible to those of the invalid or inapplicable part.
12.6 All the reports, approvals, requests and notifications made under the actual Contract will be transmitted between Parties by registered letters, courier, fax or e-mail