Athesia Druck - General Terms of Business
ATHESIA DRUCK GENERAL TERMS OF BUSINESS – PRINT DIVISION
Art. 1) Provisions and object of the contract:
The general terms of business regulate, failing accepted written changes, the delivery of products and services intended by Athesia Druck (hereafter the Company) and the client (hereafter the Contract Awarder) which are to be found on the front page of these regulations, and in any case all services rendered by the Company.
Subject to written agreement to the contrary, closing a delivery contract between the two parties implies the acceptance of these terms of business on behalf of the Contract Awarder.
1.1. Offers made by agents, representatives and sales personnel of the Company are only binding once they have been confirmed by the same.
1.2. The forwarding of these general terms of business does not its itself include the acceptance of any offers that may be the subject of ongoing negotiations; they do, however, substitute and annul any preceding ones made by one or other of the parties.
1.3. Should pricelists or product descriptions be sent by the Company, they cannot be considered as an “offer” or an “estimate” unless they are marked as such. Expressions in the offer such as “without guarantee”, “as long as stocks last” or similar, are not binding for the Company with regard to this offer, even if they have been accepted by the Contract Awarder, unless they have been confirmed by the Company. The Company’s offer is only binding if it is provided as such in written form by the Company and includes a prescribed period of validity. Gross, identifiable errors in the offer release the Company from fulfilling those services.
1.4. Unless mentioned explicitly elsewhere, deliveries carried out between the two parties which make use of these general terms of business will be governed by Italian law.
Art. 2) Value of brochures and samples:
Prices, quality, materials, colours and other representative information in the catalogues, prospectuses, circulars, publicity information, pictures, pricelists or other representative documents of the Company as well as performance characteristics are to be considered as unbinding.
Art. 3) Implementation authorisation:
3.1. Drafts of texts and digital proofs for final checks/blueprints and other material for this purpose should be annotated with the word “imprimatur” (“ready for printing”) by the Contract Awarder. Different prints of the client’s originals after the “imprimatur” will be entirely at the cost of the Contract Awarder, who accepts all liability for third parties.
Art. 4) Subsequent changes and drafts:
4.1. Corrections by the author of the work are to be considered changes after the “imprimatur”, as are repetitions of test proofs, if these are expected by the Contract Awarder because of discrepancies with the original. The Contract Awarder will be invoiced for any supplementary changes called for, as well as for any resulting out-of-service costs for the machinery.
4.2. Sketches, drafts, provisional typesetting and trial print runs, samples and similar intermediate goods which are requested by the customer will be invoiced, even if the order and the printing are not carried out by the Company.
Art. 5) Appliances – half-finished products – photolithography – printing data:
5.1. All appliances and half-finished products used in the production remain in all cases the property of the Company and will not be handed over. The photolithographs and the data used for printing are, and remain, the property of the Company and will be destroyed one year after having been archived without any further notification.
5.2. Data which the Contract Awarder has made available to the Company in order to carry out the contract will only be stored in the Company archives for a period longer than seven days after completion of the contract if this is paid for. If the Contract Awarder does not specify that they require such storage, then the data will be irrevocably destroyed without further notification.
Art. 6) Material from third parties:
6.1. Material from third parties which is stored in the Company’s warehouse is not insured.
6.2. Material from third parties must be collected from the Company’s premises within four weeks of completion of contract.
Art. 7) Copyright:
7.1. Should reproduction rights or copyright of a third party be injured, then liability remains entirely with the Contract Awarder.
7.2. The Contract Awarder further declares that the Company is released from any liability and that the Company is indemnified against any complaints and/or against any lawsuits that may be filed, including any legal costs this may involve.
Art. 8) Transport:
8.1. Failing any other written agreement, products will be handed over at the Company’s premises and transport is at the risk of the Contract Awarder. Similarly, all packaging, transport, taxation and insurance costs are to be paid by the Contract Awarder.
8.2. Unless otherwise agreed, even though delivery dates may have been agreed between the two parties and are stated in the contract, these are only rough details and are not binding. A delay in delivery of the products does not give the Contract Awarder the right to refuse the goods, to annul the contract, or to make a claim for compensation on the grounds of lack of delivery, whether all or in part.
8.3. In any case, the Company reserves the right on technical grounds to deliver a number of copies 10% larger or smaller than that laid down in the contract. This number of copies will then be invoiced to the Contract Awarder without any claim deriving from this.
Art. 9) Complaints:
9.1. Complaints about shortcomings and defects in the quality of the product must be made within seven days of receiving the goods. The complaint should include a copy of the invoice or the delivery note.
9.2. Without prejudice to the stipulations in Article 2 and 3 above, the Company is not responsible for minor discrepancies in the delivered product such as weight, quality and colour discrepancies in the delivered material, as long as these are within the bounds of the tolerances laid down by the Suppliers’ Association.
9.3. In the case of colour reproductions, no complaints can be made even when there are slight differences from the original, nor for any differences between the specimen and the print-run which has been produced and delivered.
Art.10) Payment details:
10.1. Payment for delivered products and/or services must be carried out in accordance with those deadlines and conditions laid down in the contract, without any deductions being made; should these deadlines and conditions not be in the contract, then those on the invoice are valid.
10.2. For each contract, the pricelist valid at the time of confirmation of the order will be used. All prices are exclusive of VAT.
10.3. Any payments to be made to agents, representatives or sales personnel of the Company will not be made until the relevant amount has been credited to the Company.
10.4. Any delay or irregularity in payment gives the Company the right to suspend delivery or to annul contracts in course, even if they are not related to the payment in question, as well as giving the Company the right to claim compensation. After the payment deadline and without needing to send a warning, the Company anyway retains the right to apply interest for delay, calculated at four percent over the ECB interest rate, in addition to any additional costs incurred by the company due to late or non payment.
10.5. In the case of complaint or litigation, regardless of their origin, the Contract Awarder has no right to make any claims against the company.
10.6. The right of the Company to request an advance payment when applying the conditions of this article remains unaffected.
Art. 11) Acts of God and unforeseen circumstances:
11.1. Should unforeseen events take place due to Acts of God which hinder or seriously reduce the production capacity of the Company, then according to Article 1256 of the Civil Code, the party to the contract who has been affected cannot be held liable for delay in completion while this state lasts. The Contract Awarder does not have the right to withdraw from the contract in the case of Acts of God, nor to make a claim for compensation. Should it prove impossible to provide the services agreed on, then the Company’s obligations lapse.
11.2. Should the Company not reasonably be expected to fulfil its obligations with regard to carrying out the services originally agreed on due to some other reason which a businessman with normal experience would be unable to foresee, and this should change the conditions by more than 10 percent, then the Company can demand a change in the contract conditions and, if a successful agreement cannot be reached, the contract can be annulled.
Art. 12) Transferral of contract:
12.1. The Contract Awarder cannot transfer his position in the contract or in any of its binding parts without the written permission of the Company. Even in this case the Contract Awarder is jointly and severally liable with the company that takes over for any transferred obligations.
Art. 13) Interpretation, changes, ineffective clauses:
13.1. Should there be any attachments, then these are considered as part of the contract to which they are related. Every reference to pricelists, general terms of business or other documents belonging to the Company or third parties is valid, provided those documents are themselves valid at the time of the reference, subject to other interim instructions. Any documents that were previously considered as valid between the two parties are seen as null and void.
13.2. Explanations given, or the behaviour of the parties during negotiations or while the contract is being carried out can only be used to interpret the contract to which they are related as long as this is not in contradiction with these general terms of business or with any different, written, agreement established by the parties when closing the contract.
13.3. Every change or amendment which the parties make to the contract to which these general terms of business are applied must be made in writing to become effective. Any divergence from one or more clauses of these general terms of business cannot be interpreted as being as extensive or analogous to these, and does not imply that these general terms of business will not be applied in their entirety.
13.4. In the case of invalid or ineffective clauses in the contract, then the contract must overall be interpreted as if it contained all those clauses necessary for legitimately achieving the essential aim of the agreement containing the clauses in question.
Art. 14) Competent court:
14.1. Any disputes resulting from, or connected to, the contracts to which these general terms of business apply, come under the jurisdiction of the court of law in Bolzano (Italy).