General conditions of sale for the company Labelprofi d.o.o.
1. Introduction
1.1. The general conditions of sale (hereinafter: general conditions) are governed by contractual obligations between the company LabelProfi, proizvodnja in storitve d.o.o., Ozare 18a, 2380 Slovenj Gradec (hereinafter: seller), and the buyers of products and services of the seller’s sales programme (hereinafter: goods).
1.2. The general conditions refer to any relationship between the seller and the buyer unless the seller and the buyer (hereinafter: contracting parties) have agreed otherwise for a specific case. In case of doubt, the valid agreements are the only agreements made in writing.
1.3. The general conditions prevail over the buyer’s purchasing conditions unless agreed otherwise by the contracting parties in writing.
2. Quote/pro forma invoice
2.1. The seller shall send the buyer a quote or a pro forma invoice at his request (hereinafter: quote), which includes a description of the end product, quantity, price, potential delivery period, validity of the quote and other information in accordance with the buyer’s enquiry.
2.2. Any quote that is not followed by the buyer’s order is not binding for the seller.
3. Order
3.1. The buyer’s order is complete if it contains all the information necessary to produce the goods, including but not limited to: quantity, information for performing printing and finishing as well as the estimated time and place of delivery.
3.2. The order is issued for processing after having received the necessary information for the production of the goods.
3.3. The seller produces and delivers the goods based on the content of the written order, in which the buyer makes reference to the seller’s quotation number and to the text of the General Conditions of Sale of the Company Labelprofi d.o.o. In case of reprints, the buyer shall also specify the seller’s or his own codes for the ordered goods.
3.4. The buyer’s order is considered confirmed when the buyer confirms the technical drawings (softproofs) of the ordered goods.
4. Prices
4.1. When preparing a quote, the sellers shall take into account the prices from the current pricelists and quotes and shall consider the existing conditions.
4.2. The specified prices are net prices and refer to one (1) item of goods or other units, if defined. Value added tax in the legally determined amount is added to the net price.
4.3. The confirmed prices of the order are in no way binding for subsequent orders of the same kind of goods.
4.4. The goods, which the seller confirmed the order for, shall be delivered for the price valid at the time the order was placed.
4.5. The confirmed price shall apply under the conditions agreed at the time of the confirmation of the order. The seller is entitled to change the price of the goods in case of any changes to the quantity, technical specifications, plan, specific properties or intended use of the goods and changes of the place of delivery or other technical, commercial or logistic processes.
5. Delivery and complaints
5.1. All offered prices include the cost of delivery to the buyer or to an agreed location unless otherwise agreed by the contracting parties.
5.2. Due to the nature of the work, the seller reserves the right to change the quantity of the delivered goods by ± five (5) per cent.
5.3. The buyer is obliged to inform the seller about a potential complaint within eight (8) days of the date of delivery. The seller shall consider the buyer’s complaints about the quantity and content, which he has been informed about in an appropriate manner within 8 days of the receipt of the goods. The seller shall also consider complaints due to hidden defects if he has been informed about them in the appropriate manner within three (3) months of the receipt of the goods. After three (3) months from delivery, no complaint shall be considered. Any potential complaints shall be considered only under the condition that the goods, produced at the seller’s company, are stored in an appropriate manner.
5.4. Complaints shall not be considered for defects arising from:
errors in the content of the files for printing and finishing inadequately prepared files for printing and finishing
6. Information for print
6.1. The buyer shall prepare his files for printing using suitable software and deliver them in suitable file formats. The following formats are acceptable: ADOBE ILLUSTRATOR (.eps, .ai, .pdf), COREL DRAW (.cdr). The typographies (fonts) shall be attached or converted into curves. The colours used shall be in the CMYK colour model or given in correctly marked shades according to the Pantone colour scheme.
6.2. Suitable formats for the preparation of images are: ADOBE PHOTOSHOP (.eps, .tif,.tiff, .psd), COREL (.eps). They shall be converted into the CMYK or Pantone colour model. In full size, the resolution of the images shall be at least 300 dpi.
6.3. If the information for printing provided by the buyer is not of an adequate quality, each additional work from the seller shall be charged on the basis of the buyer’s currently valid pricelist.
6.4 The seller undertakes to keep the files for printing for a maximum of 12 months after the last order. At the end of this period, the seller may delete the files from his archive without prior notice.
7. Printing plates, screens and tools
7.1. Printing plates for thermal printing and blind embossing, screens and punching tools needed to complete the buyer’s order, remain the property of the buyer and are kept with the seller for a period of twelve (12) months after the last delivery. The seller does not take any responsibility for the mentioned tools. After twelve (12) months the tools are disposed as waste without prior notice to the buyer.
7.2 The files for printing and finishing shall have a clearly marked area for punching with a curve in the vector format in the corresponding SPOT colour.
7.3 In the files for blind embossing, thermal printing and screen printing, an individual finishing has to be marked with the correctly named SPOT colour.
8. Delivery times
8.1. Informative delivery times are part of the basic conditions and are specified as such in the seller’s official quote.
8.2. The contracting parties shall set the delivery time in mutual agreement for each order. If the buyer does not set an acceptable delivery time, the seller shall set the delivery time himself, and the buyer cannot contradict it after having confirmed the order.
9. Payment conditions
9.1. The usual payment deadline is set 15 days after the issue of the invoice unless the contracting parties agree otherwise.
9.2. The payment is executed when the money is visible on the seller’s bank account.
9.3. In case of payment delays, the seller is entitled to charge statutory interest for late payment and any costs related to the collection of the payment.
9.4. If the buyer has not settled the bills, the seller is entitled to stop the delivery of the goods.
10. Liability for loss events
10.1. The seller shall not be liable for any damages incurred to the buyer because of his inability to meet the agreed obligations in time, particularly if the damage is caused because of incorrect or inaccurate data, specifications, projects or any other information provided by the buyer.
10.2. The seller is entitled to demand compensation for any expenses, losses or damage arising from the buyer’s behaviour specified in the previous Article (10.1.).
10.3. The seller shall not be liable for any damage not caused directly on the goods, which particularly includes lost profit and/or other material and non-material damage to the buyer. The described limitation of liability shall not apply if the damage was caused intentionally or through gross negligence.
10.4. The limitation of liability also applies to the seller’s associates, employees, representatives and assistants.
11. Force majeure
11.1. The inability to perform the contract for which the seller is not liable are circumstances such as force majeure, measures of state authorities and other events that cannot be prevented, eliminated or avoided, i.e. circumstances over which the seller has no control. The lack of material in the global market is also considered a force majeure.
11.2. If the completion of the contractual obligations is made difficult or impossible due to the circumstances set out in Article 11.1., the obligation shall cease to apply for the period in which its completion is made difficult or impossible. In this time, the seller is exempt from completing the obligations and from damage liability due to the failure to comply with the agreed obligations.
11.3. The seller shall not be responsible for any delay in completing the obligations or for the failure to comply with the obligations arising from the contractual relationship if this is caused by factors beyond the seller’s reasonable control and factors without fault or negligence, including but not limited to the failure on the part of the supplier, subcontractor, forwarding agent or seller to complete their obligations.
11.4. In the circumstances referred to in Article 11.3., the seller shall immediately send the buyer a written notice detailing the causes of this matter. The dates for the fulfilment of the obligations are extended for the time lost due to the mentioned reason if the contracting parties are still interested.
12. Cession of claims
12.1. The buyer undertakes not to cease any claims towards the seller to third parties without the seller’s prior written consent. The contracting parties agree that written notices include all messages via suitable telecommunication means (fax, e-mail, online social networks, web portals etc.).
13. Disputes
13.1. Any disputes between the contracting parties, which may arise in relation to the ordered goods, shall be settled amicably. If the disputes cannot be settled amicably and if the contracting parties have not agreed otherwise, the competent court is the court in Slovenj Gradec, which uses the Slovenian substantive law.