Terms & Conditions - Felestad New Wave Profile

This is the general terms and conditions. If there are agreed-upon terms and conditions (as signed agreements between the supplier and the customer), those shall prevail.

1. General and Definitions

1.1 These general terms and conditions constitute a part of Felestad's agreement regarding the sale and delivery of printed materials. The following definitions shall apply to these general terms and conditions: 'General terms and conditions' refer to these general terms and conditions. 'Order confirmation' refers to the offer accepted by the customer. 'Agreement' refers to the order confirmation along with attachments, including the general terms and conditions. 'Customer' refers to the counterparty of the supplier as per the order confirmation. 'Supplier' refers to Felestad. 'Product/products' refer to the product(s) that the supplier is to deliver to the customer as per the order confirmation."

2. Conclusion of the Agreement

2.1 The agreement becomes binding once the customer, within the validity period of the quotation, approves the offer (order confirmation) provided by the supplier to the customer.

3. Order of Precedence

3.1 In the event of any inconsistencies in the content between the documents of the agreement, the order confirmation shall take precedence over attachments, and attachments shall take precedence over the general terms and conditions.

4. Supplier's Obligations

4.1 The supplier shall have delivered the products no later than the delivery date specified in the order confirmation, with a maximum quantity deviation of +/- ten (10) percent or as otherwise communicated in the quotation or order acknowledgement.
4.2 When fulfilling its obligations under the agreement, the supplier shall use competent personnel for the purpose and perform its obligations with skill, promptness, care, and in a professional manner, as can be reasonably expected by the customer.
4.3 In the event the supplier has reason to believe that a delivery delay will occur or if a delay otherwise appears likely, the customer shall be promptly notified in writing. The supplier shall indicate the reason for the delay and the estimated time of delivery for the products.
4.4 After delivery, the supplier shall:
- A) Return the materials provided by the customer to the supplier's disposal.
- B) Hand over the materials produced or commissioned by the supplier, provided that the customer has previously requested such materials to bereturned.

5. Customer's Obligations

5.1 The customer shall cooperate in every way to enable the supplier to fulfill its obligations under the agreement.
5.2 Within the specified timeframe, the customer shall provide the necessary material to the supplier for the production of the products. Furthermore, the customer shall promptly review the proof material and notify whether it corresponds to the customer's order. The customer is solely responsible for ensuring the accuracy of all materials provided to the supplier.
5.3 The material to be provided by the customer must be accessible by the software programs Adobe Illustrator CS6, Adobe InDesign CS6, or Adobe Acrobat Pro, and must be in EPS, AI, or PDF format as per the supplier's instructions.
5.4 The customer shall ensure that the supplier does not infringe upon any third-party rights in the production of reproduction or printing media based on originals or in the reproduction and duplication of customer-provided materials.
5.5 The customer shall ensure that they have the right to use the software, including any necessary modifications, required for the customer's development of their graphic materials.
5.6 The customer's obligations under points 5.4 and 5.5 above mean that the customer is obliged, on behalf of the supplier, to take necessary legal and other actions when a third party asserts infringement of their rights and to be liable for any damages incurred.

6. Compensation and Payment

6.1 The price for the products is stated in the order confirmation and is exclusive of value-added tax unless otherwise indicated.
6.2 The customer is responsible for the shipping costs, which include freight, packaging, and any handling fees. The shipping cost specified in the order confirmation may be subject to change due to increased shipping costs for the supplier, such as customs duties, tariffs, and exchange rate fluctuations. The customer is responsible for such changes in shipping costs.
6.3 The customer is responsible for any advertising tax, if applicable.
6.4 Payment shall be made by invoice within thirty (30) days from the invoice date. For orders below five hundred (500) kronor, a fifty (50) kronor invoicing fee applies. An additional packaging cost of thirty (30) kronor per order will be charged.
6.5 In the event of delayed payment, interest on arrears at a rate of eighteen (20) percent shall apply. The supplier also reserves the right to request reminder and late payment fees.
6.6 In the event of non-payment within the specified timeframe, the supplier has the right to withhold its performance until payment is made.
6.7 Ownership of the products shall only transfer to the customer upon full payment.

7. Delivery

7.1 Delivery shall be made to the address specified by the customer. In the event that the products are damaged during delivery, the rules regarding quality defects below shall apply.

8. Subcontractors

8.1 The supplier has the right to engage subcontractors to fulfill its obligations under the agreement.

9. Confidentiality

9.1 If requested by the customer, the supplier is obliged to observe discretion in accordance with the requirements of good business practice regarding its business relationship with the customer and the content related to the products.
9.2 If requested by the customer, the supplier is obliged to take measures to prevent unauthorized access to the customer's orders. In such cases, the supplier is entitled to compensation for any additional costs incurred by these measures.

10. Security and Right of Lien

10.1 If it is found that the customer's financial circumstances are such that there is reasonable grounds to believe that payment will not be made on time, the supplier has the right to suspend production or withhold the products on the delivery date until the customer provides satisfactory security for their obligations under the agreement.
10.2 The supplier has a right of lien on the products and all of the customer's property that it possesses as security for the customer's non-performance of its obligations. If the customer fails to fulfill these obligations under the agreement, the supplier has the right to realize the lien in an appropriate manner and use the proceeds to cover its claims.

11. Quality Defects

11.1 Deviations and variations in the nature and characteristics of the performance that, according to professional judgment, do not constitute only a minor deviation or variation from a sample, template, or similar, or from what the parties have agreed or can otherwise be considered agreed upon considering the nature and character of the performance, shall be considered as quality defects.
11.2 The following shall not be considered as quality defects:
- A) Deviations resulting from the customer's failure to fulfill its obligations under the agreement.
- B) The final performance containing incorrect copies below two (2) percent of the ordered edition regarding printing errors, and half a (0.5) percent for post-processing errors.
11.3 When assessing whether quality defects exist or not, the following shall also be considered:
- A) The supplier prints the products using either CMYK colors, PMS colors, or various coatings.
- B) PMS colors are used for screen printing.
- C) Color reproduction may vary.

12. Remedies and Quality Defects

12.1 The supplier shall remedy quality defects in the products through repair or replacement. Remedial action shall be taken promptly as circumstances require. If the supplier remedies the quality defect, the customer shall not be entitled to higher compensation than what corresponds to ten (10) percent of the price of the products.
12.2 If the products can still be used for their intended purpose despite the defect (non-serious defect), the supplier may, instead of remedying the defect, grant a price reduction corresponding to the significance of the defect.
12.3 If the products cannot be used due to the defect (serious defect) and remedying the defect is not possible, the customer has the right to terminate the agreement instead of requesting remedial action and is entitled to compensation as described below.
12.4 When assessing whether a defect is non-serious or serious, the graphic nature and character of the products shall be particularly considered, including quality level, design and execution, intended use, and the number of defective products.

13. Edition Errors and Deviations

13.1 If the number of products is less than the agreed quantity by more than ten (10) percent, a defect is deemed to exist unless otherwise agreed by the parties. If the number of products exceeds the agreed quantity by less than ten (10) percent, the supplier is entitled to receive compensation for all delivered products according to the supplier's unit price.
13.2 In the case of unauthorized under-delivery, the provisions in clause 12.1 above regarding the supplier's obligation to remedy shall apply. In the case of a non-serious edition error, the provisions in clause 12.2 above regarding price reduction shall apply. In the case of a serious edition error, the provisions in clause 12. 3 above shall apply.

14. Supplier's Right to Remedy

14.1 In case of quality and edition defects, the supplier has the right, at its own expense, to remedy the defect or deficiency if it can be done without significant inconvenience to the customer.

15. Liability for Defects in Production Materials

15.1 The customer is responsible for delays, quality defects, and edition errors caused by the materials provided by the customer or arising during the transfer of such materials.
15.2 If, during a professional inspection of the materials provided by the customer, the supplier notices that they are incorrect or cannot be used as intended, the supplier shall promptly inform the customer and request instructions.
15.3 If the supplier becomes aware of defects or non-usability as referred to in clause 15.2, the supplier may immediately suspend or postpone production with the right to compensation for the direct costs incurred due to the interruption.

16. Complaints

16.1 If the customer believes that the supplier's invoice is incorrect, the customer must notify the supplier of this within five (5) days of receipt. If the objection is made too late, the customer loses the right to object to the invoice.
16.2 Objections regarding defects in the products or edition errors must be made within seven (7) days after the products have been delivered to the address specified by the customer. If the objection is made too late, the customer loses the right to assert the defect.
16.3 Notifications under clauses 16.1 or 16.2 must specify the issue being raised. The customer then has the right to communicate their claim within three (3) days.

17. Force Majeure

17.1 If a party is prevented from fulfilling its obligations under the agreement due to circumstances beyond its control, such as lightning, fire, strike, war, mobilization or extensive military call-up, requisition, seizure, government regulations, riots, as well as errors or delays in services or products from subcontractors due to the circumstances mentioned here, this shall constitute grounds for exemption that result in the postponement of the performance date and exemption from any damages and other penalties.
17.2 If a party believes that a preventing circumstance as described in 17.1 above exists, the party shall immediately notify the other party in writing. The parties shall consult on the measures to be taken due to the relevant circumstance.
17.3 If the performance of the agreement has been substantially prevented for more than one (1) month due to such circumstances as described in 17.1, a party has the right to terminate the agreement in writing with immediate effect. Upon such termination, each party shall bear its own costs caused by the termination.

18. Limitation of Liability

18.1 The supplier's liability for damages, unless intentional or grossly negligent, shall be limited to the amount that the customer is required to pay under the main agreement.
18.2 Unless intentional or grossly negligent, neither party shall be liable for lost profits or other indirect damage or loss, including any potential liability of the other party towards third parties.

19. Termination

19.1 A party has the right to terminate the agreement in the event that (I) the other party breaches the agreement and fails to remedy the breach within a reasonable period, but not less than thirty (30) days, after the party has requested in writing that the other party remedy the breach, (II) the other party commits a material breach of the agreement, (III) the other party files for bankruptcy or initiates any similar insolvency proceedings and such bankruptcy application is not averted within thirty (30) days, or (IV) the other party is declared bankrupt, liquidated, commences corporate restructuring, composition process, or similar proceedings.

20. Termination of the Agreement

20.1 Upon termination of the agreement, clauses 9 (confidentiality) and 25 (applicable law and dispute resolution) shall continue to be binding on the parties.

21. Contact Persons

21.1 Within the framework of the agreement, the parties may appoint one or more contact persons. In the event that a party's contact person changes or their contact details change, this shall be communicated to the other party in accordance with the agreement's notification provisions.

22. Notices

22.1 All notices under the agreement shall be delivered by courier, registered mail, or email to the designated contact persons of the parties and to the addresses specified therein or subsequently notified to the other party in accordance with the provisions of this clause. A notice shall be deemed to have been received by the other party if it is (I) delivered by courier upon delivery, (II) sent by registered mail, five (5) days after sending, or (III) sent by email when the email has reached the recipient's email address, provided that the sending party has also sent the email by mail on the same day or the receiving party has duly confirmed the receipt of the notice.

23. Invalidity of the Provision

23.1 Should any provision or part thereof in the agreement be deemed invalid, this shall not render the entire agreement invalid. Instead, a reasonable adjustment shall be made to the extent that the invalidity substantially affects the exchange or performance of the parties under the agreement.

24. Assignment of the Agreement

24.1 A party may not pledge or assign the agreement or its rights under the agreement, in whole or in part, to another party without the written consent of the other party. However, this shall not apply to the right to receive payment under the agreement. Regardless of the above, a party always has the right to assign the agreement to a company with which it is in a group relationship.

25. Applicable Law and Dispute Resolution

25.0 Swedish law shall apply to the agreement. Disputes arising from the agreement shall be settled in a general court, with Lund District Court as the court of first instance.