Terms and conditions of sale and delivery
§ Section 1 Purpose
The following terms and conditions of sale and delivery shall apply between a buyer (hereinafter referred to as buyer) and hl-repro a/s (hereinafter referred to as hl-repro) to the extent that they are not deviated from by express agreement between the parties. They shall apply from 1 October 2002 and replace all previous ones.
§ Section 2 Offer, acceptance and agreement
a: Offers are binding for hl-repro for 30 days from the offer date.
b: The agreement is binding between the parties when the buyer's acceptance - without changes or reservations - has been received by hl-repro before the expiry of the deadline mentioned under a.
c: In cases where the buyer does not give explicit acceptance, the agreement is concluded when hl-repro has issued an order confirmation for an order received.
d: Any offer from hl-repro is subject to the condition that material and processes can be processed as specified in the offer material, and that in the event that the delivery includes proofreading, 1 copy is calculated for hl-repro's own use.
§ Section 3 Prices
a: All prices are exclusive of VAT and delivery costs.
b: In addition to the quoted or agreed price, hl-repro may demand separate payment for overtime or other measures if the buyer requires a particularly fast delivery.
c: hl-repro may also charge extra for copying and sending the buyer's digital data to third parties.
d: If hl-repro has taken home raw materials specifically for use in the production of an agreed delivery and the buyer subsequently postpones or cancels the order, hl-repro is entitled to demand payment for this. Once such payment has been made, the raw materials belong to the buyer.
e: hl-repro reserves the right to change prices immediately in the event of significant currency fluctuations or raw material price increases.
§ 4 Delivery
a: Unless otherwise agreed, the place of delivery is the buyer's address. hl-repro takes care of the transport of the goods. The risk before and during transport is borne by hl-repro.
b: Delivery is deemed to have taken place when the goods are handed over to the buyer.
c: Delivery shall take place at the agreed time, unless a delay is due to the buyer's action or omission, or circumstances as described in §9a. In such cases, hl-repro is entitled to postpone the time of delivery or cancel the agreement.
d: If a delivery time has not been agreed, it shall be determined by hl-repro.
e: The buyer is obliged to complain immediately after a delay has been detected. Otherwise the delay shall have no legal effect.
§ Section 5 Payment
a: Unless otherwise agreed, hl-repro's payment terms are 8 days net cash.
b: In case of late payment, hl-repro is entitled to charge 2% per commenced month from the due date in default interest.
c: If the buyer's approval of the proofreading of an ongoing case takes longer than 30 days, hl-repro is entitled to partially invoice the case.
§ Section 6 Archiving, ownership and copyright
a: The basic material supplied by the buyer is generally returned to the buyer at the same time as the final delivery of printing moulds for the assignment. The final data of the job is archived by hl-repro and stored at the buyer's risk, where it can be destroyed after 12 months without further notice.
b: The ownership of the final data of the assignment, including the copyright and thus the right to copy the finished delivery, belongs to the buyer. To the extent that the buyer's basic material or copies thereof are stored in whole or in part at hl-repro, hl-repro is responsible for ensuring that this does not come to the knowledge of anyone other than the buyer, unless otherwise agreed between the parties.
c: The intermediate steps that are carried out by hl-repro in the production process up to the finished product and whose data is neither identical with the basic material supplied by the buyer nor with the final product supplied by hl-repro are referred to as intermediate material. The property rights to such intermediate material belong to hl-repro.
§ Section 7 Delay
If delivery is not made on time and this is not due to the buyer's circumstances or an event as stated in §9a, the buyer may choose to demand delivery or to cancel the purchase.
§ Section 8 Defects
a: As a general rule, hl-repro is responsible if there are defects in a delivery.
b: hl-repro is both entitled and obliged to remedy a defect as soon as technically possible. In cases where hl-repro is responsible for defects, rectification shall take place at no extra cost to the buyer.
c: hl-repro shall, if possible, carry out quality control before delivery takes place. In the event that the buyer's circumstances - e.g. demand for particularly fast delivery or delivery outside normal working hours - make it impossible to carry out the normal quality control, this may be a contributory cause of a defective delivery. In such cases, hl-repro may demand payment for additional costs incurred in remedying the defect.
d: hl-repro is not responsible for errors that the buyer has not pointed out in writing when correcting proofs, including cromalin, print, digital information, proofs or similar.
e: The buyer is obliged to inspect the quality of the goods immediately after delivery. In the cases mentioned in point c, the obligation to inspect is more stringent.
f: The buyer is obliged to immediately complain about a defective delivery.
g: This means that hl-repro, in the event of a defective delivery, only assumes an obligation to redeliver free of charge and no further liability for machine waiting time, labour time or consequences of the buyer having initiated a printing process or other further processing.
§ Section 9 Responsibility
a: In the event of delayed delivery, the buyer cannot assert claims against hl-repro if the delay is due to defects in or damage to hl-repro's production equipment, labour disputes, or other circumstances beyond hl-repro's control, such as fire, water damage, natural disasters, war, currency restrictions, lack of means of transport or materials, restrictions on electricity and other force-majeure situations.
b: The same applies if hl-repro's subcontractors are affected by circumstances similar to those stated under point a.
c: hl-repro cannot be held liable for the buyer's operating losses, loss of profit or other indirect losses in case of delay and/or defects in the delivered goods.
d: hl-repro shall not be liable for any rights of third parties regarding the delivered goods.
e: The buyer's quality control assumes full responsibility at the time of printing
beginning. In the event of any defects in printing moulds, including sleeves, printing plates, films, files and the like, no claims can be made against hl-repro for any resulting defects. In such a situation, hl-repro is only obliged to deliver a new, corrected printing mould free of charge as soon as technically possible.
§ Section 10 Subcontractors
hl-repro is at all times entitled to have the work performed in whole or in part by subcontractors.
§ Section 11 Rules of law and jurisdiction
a: To the extent that the legal situation is not defined in these terms and conditions of sale and delivery, Danish law and applicable Danish law shall apply in the event of a conflict between the parties.
b: Any dispute shall be settled by the Danish courts and according to Danish rules on jurisdiction.