Terms and conditions of sale and delivery

Clause 1. 1. Offers are valid for 14 days from the offer date.

Clause 1. 2. The agreement is concluded when the Customer's acceptance has been received by the Supplier.

Clause 1. 3. If the Customer has requested the Supplier to prepare concept development, creative presentations, original material, etc. the Supplier is entitled to be paid for this work.

Clause 1. 4. The offer is conditional upon:

• Material and processes can be machined as specified in the offer.
• The Customer does not require the work to be carried out in partial deliveries instead of a single delivery as stated in the offer.
• The material submitted by the Customer corresponds to the Supplier's tender.

Item 2. 1. All prices are exclusive of VAT, delivery and environmental contributions.

Clause 2. 2. In the event of increases in wages, material prices, public taxes or other costs in the period leading up to the completion of the delivery, the supplier is entitled to adjust the price by such documented increases.

Clause 2. 3. If the Customer has requested the Supplier to prepare sketches, layouts, drawings, text proposals, proofs, cromalin, etc. the Supplier is entitled to be paid for this work.

Clause 2. 4. Prices in foreign currency are based on the currency in Danish kroner applicable on the date of the offer or order confirmation. The Supplier reserves the right to change the price accordingly in the event of exchange rate changes before payment.

Clause 2. 5. In addition to the quoted or agreed price, the supplier is entitled to demand payment for:

• Extra work as a result of the basic material provided by the Customer to the Supplier proving to be incomplete, unsuitable or defective.
• Extra work resulting from the Customer requesting corrections or changes to the delivered material after the work has commenced.
• Extra work as a result of the customer making more proofs than agreed in the offer.
• Overtime and other measures agreed with the Customer after the agreement has been concluded.
• Storage, delivery, handling and shipping of the Customer's digital or analog material and tools after delivery has taken place.
• Extra work as a result of the agreement not being able to be carried out in continuous production due to the customer's circumstances.

Clause 3. 1. Delivery shall take place at the time agreed with the Customer, subject to any delays or obstacles due to:

• The act or omission of the Customer.
• The circumstances mentioned in section [9. 1.]

Clause 3.2. In the event of such delays, the supplier is entitled to an extension of the delivery time or to terminate the agreement.

Clause 3. 3. If an event such as the above makes it more expensive to fulfill the Supplier's delivery obligations, the Supplier shall be obliged to fulfill the delivery obligations if the Customer agrees to pay the additional price calculated by the Supplier.

Clause 3. 4. If no time of delivery has been agreed, the Supplier shall determine the time of delivery.

Clause 4. 1. Payment shall be made either on the date stated on the quotation, order confirmation or invoice as the last due date for payment or in cash on delivery.

Clause 4. 2. Interest shall accrue from the due date at the Supplier's interest rate applicable from time to time.

Clause 4. 3. At the Supplier's request, the Customer shall at all times be obliged to provide a bank guarantee as security for payment.

Clause 4. 4. If the request is made after the conclusion of the agreement, the Supplier shall be obliged to indemnify the Customer for any costs associated therewith.

Clause 4. 5. In the event of non-payment after a written reminder procedure, Johnsen Print & Digital Media reserves the right to register with RKI and Grafisk Arbejdsgiverforening.

Clause 5. 1. The copyright to the processes and concepts, creative presentations, original material etc. developed by the Supplier belongs to the Supplier and may not be transferred to third parties without the Supplier's approval.

Clause 5. 2. Any processing, intermediate products, materials, tools, etc. provided by the supplier or procured by the supplier for use in the delivery shall be the property of the supplier. This shall apply irrespective of whether what has been provided has been invoiced separately.

Clause 5. 3. The information referred to in clause 6.2. may only be used for work for the Customer and shall only be stored by separate agreement.

Clause 6. 1. If a delay occurs, the customer is only entitled to cancel the contract, subject to the proviso in clause [4. 1.] below, if at the time of conclusion of the contract he has specified the importance of delivery at the exact time specified.

Clause 7.1. The Supplier is not liable for errors that the Customer has not corrected in writing in proofs, including print, digital information, proofs and the like.

Clause 7.2. The Customer is not entitled to a price reduction or to refuse to accept the ordered goods in case of minor deviations from the approved sample or agreed specification.

Clause 7.3. The supplier is entitled to an additional or reduced delivery of up to 10% of the agreed stock. In cases where paper or other material has been specially produced for the order by others than the supplier, the supplier is entitled to a reasonable excess or short delivery in excess of 10% of the agreed stock, but not exceeding the material supplier's terms of delivery.

Clause 7. 4. The Customer is responsible for immediately complaining about a defective delivery. If the Customer fails to complain or complains too late, the Customer shall lose the right to claim the defect. The Supplier is entitled to remedy a defect if this can be done within a reasonable time.

Clause 7.5. The Supplier is not liable for errors or defects that can be attributed to the Customer providing paper or other items for the delivery.

Clause 7. 6. The Supplier shall not be liable for misplacement of glued or inlaid elements if the Customer has not given the Supplier precise instructions in writing regarding their placement.

Clause 7. 7. The Supplier provides no guarantee for missing or duplicated numbers for deliveries containing numbered works. For deliveries containing works that are numbered on receipt, any corrections of numbers shall be charged extra.

Clause 8.1. In case of delay and in case of defects in the delivered goods, the Supplier shall have no liability for the cause of the delay or defect:

• Fault or damage to production equipment that is proven to have caused delay or damage to production.
• Carrier's misdelivery or delayed delivery.
• Labor disputes of any kind.
• In addition, any circumstance beyond the Supplier's control, such as fire, water damage, natural disasters, war, mobilization or unforeseen military call-ups of similar scope, requisition, seizure, riot, unrest, currency restrictions, lack of means of transport, general shortage of goods, restrictions on fuel, export and import bans and other similar force majeure situations.

Clause 8.2. Delayed or defective delivery is covered by the exemption from liability referred to in clause 8.1. if the cause of the subcontractor's delay or non-performance is one of the circumstances mentioned in clause 8.1.

Clause 8.3. The supplier is not liable for the customer's operating loss, loss of profit or other indirect loss, including loss as a result of the customer's legal relationship with third parties, cf. clause 8.4, in the event of delay or defects in the delivered goods.

Clause 8.4. The Supplier shall be liable in the event that a delivered product causes personal injury or damage to property if the item in question is by its nature normally intended for non-commercial use and is mainly used by the injured party accordingly. The Supplier shall only be liable for commercial property damage if it is proven that the damage is due to the fact that he or his employees have made mistakes that should not have been prevented by the Customer's inspection of the delivered products. However, the Supplier shall never be liable for damage caused to the Customer's or others' production, to products packaged in/labeled with the delivered products or to items in whose manufacture these products are included, unless it is documented that the Supplier has acted with gross negligence. The Supplier shall never be liable for operating losses, loss of profit and other indirect losses. In the event that the Supplier is held liable to a third party for commercial property damage that exceeds the limits of the Supplier's liability, the Customer shall be obliged to indemnify the Supplier for this as well as for legal costs.

Clause 8.5. The Supplier shall not be liable for the Customer's lack of authorization to reproduce, duplicate or publish writing, pictures, drawings, patterns, illustrations, texts, trademarks, other business signs and other product equipment, including design or anything else that may be subject to third party rights. If the Supplier incurs liability towards third parties due to the Purchaser's lack of authorization to exploit third party rights, the Purchaser shall indemnify the Supplier against such liability.

Clause 8. 6. The Supplier shall not be liable for loss or damage to property, such as originals, materials and the like, which are not the Supplier's, but which have been entrusted to the Supplier by the Customer for the purpose of performing an agreed task or for storage, including storage of work performed by the Supplier. However, the Supplier shall be liable if it is proven that the loss or damage is due to gross negligence on the part of the Supplier or his employees. The Customer shall be responsible for insuring the object against damage and destruction.

Clause 9. 1. The Supplier is entitled to have work performed in whole or in part by subcontractors.

Clause 10. 1. If no other agreement has been made with the ordering party for periodical publications/ongoing contracts, a notice period of 3 months applies.

Clause 11. 1. Danish law, including the Danish Sale of Goods Act, applies to this agreement to the extent that the legal situation is not defined in the text of the agreement or in these terms of sale and delivery. Any dispute concerning the interpretation of the agreement or the fulfillment and enforcement of the terms can only be brought before Danish courts in accordance with Danish jurisdiction rules.