Effective from 01.11.2020

1. DEFINITIONS
TERMS OF DELIVERY – The conditions regulating the sales terms of services and products of Sys Agentuur OÜ (hereinafter the CONTRACTOR) and the rights and obligations of the parties.
CONTRACTOR – Sys Agentuur OÜ (registry code 14968410).
CLIENT – Natural and legal persons ordering works, products, and services from the CONTRACTOR.
PARTY OR PARTIES – The CONTRACTOR and the CLIENT, or the CONTRACTOR and the CLIENT together.
SERVICE – Works, products, and services that the CLIENT orders from the CONTRACTOR.
PRINT PRODUCT – The result or end-product of the SERVICE provided by the CONTRACTOR based on the source material and instructions (material, format, color scheme, etc.) given by the CLIENT.
PRICE INQUIRY – A proposal submitted by the CLIENT to the CONTRACTOR for the CONTRACTOR to make an offer for providing the SERVICE.
DEADLINE – The date upon the arrival of which the agreed activity takes place.
OFFER – A proposal to conclude a contract, which is sufficiently defined and expresses the will of the parties to be legally bound by the contract to be concluded upon acceptance of the proposal.
ORDER CONFIRMATION – The Client’s acceptance of the OFFER.
SOURCE MATERIAL – Material transferred by the CLIENT to the CONTRACTOR in electronic form (PDF files or other agreed format) which enables the execution of the agreed service.
CONTRACT – Is deemed concluded when the Contractor has received an order confirmation from the Client. These general terms of delivery are an integral part of the Contract.
Unless otherwise established in the contract concluded between the CLIENT and the CONTRACTOR, the CONTRACTOR and the CLIENT shall proceed based on the conditions established in these TERMS OF DELIVERY.
In case of a conflict between the TERMS OF DELIVERY and special agreements, the provisions of the special agreement shall prevail. Agreements by which the parties deviate from the provisions of the TERMS OF DELIVERY must be concluded in writing and signed by the parties (except for payment terms, which may be coordinated via e-mail). Failure to comply with the form requirement renders the respective agreement void.

2. OFFER AND PRICE
2.1. The Offer must be presented in a format which can be reproduced in writing. The Offer is valid for 30 days from the date of its submission.
2.2. A response to the Offer that contains additions, limitations, or proposals does not bind the CONTRACTOR, but the response is considered a counter-offer by the CLIENT.
2.3. The CLIENT transmits the ORDER CONFIRMATION to the CONTRACTOR in a format which can be reproduced in writing, referencing the Offer number.
2.3.1. If the CLIENT submits the ORDER CONFIRMATION after the expiry of the validity period of the OFFER, such ORDER CONFIRMATION is considered a PRICE INQUIRY, based on which the CONTRACTOR submits a new OFFER to the CLIENT. In case the OFFER remains the same, the CONTRACTOR informs the CLIENT thereof by accepting the ORDER CONFIRMATION in a format which can be reproduced in writing.
2.4. If mock-ups or samples are ordered from the CONTRACTOR, the CLIENT is obliged to reimburse the costs incurred by the CONTRACTOR in connection with them based on the calculation prepared for the execution of the works, even if the CLIENT withdraws from the order.
2.5. The content of the Offer is confidential, and the PARTIES do not have the right to use it for other purposes in their own interests or disclose it to third parties.
2.6. Proposals, drawings, mock-ups, or other preparatory materials accompanying the Offer are the property of the PARTY, and the other PARTY does not have the right to use them for other purposes in their own interests or disclose them to third parties (except where the use of a subcontractor is necessary for the production of the SERVICE).
2.7. Upon giving consent to the Offer, i.e., with the ORDER CONFIRMATION, the contract is deemed concluded between the PARTIES. Regarding conditions not included in the Offer, the PARTIES are guided by these TERMS OF DELIVERY, unless agreed otherwise.
2.8. The CONTRACTOR has the right to add justified additional costs to the agreed price if the CLIENT has been immediately informed upon the emergence of said reasons and the CLIENT has not immediately objected to the additional costs.
2.9. If agreements regarding transport are missing in the OFFER, the transport is carried out at the expense and with the means of the CLIENT, and the CLIENT bears the costs related to storage.

3. SUBMISSION OF SOURCE MATERIAL AND PREPARATION FOR SERVICE PROVISION
3.1. The CLIENT undertakes to submit the SOURCE MATERIAL to the CONTRACTOR no later than within the term for submission of source materials noted in the OFFER. The SOURCE MATERIAL is deemed submitted at the moment it has reached the CONTRACTOR. If the SOURCE MATERIAL reaches the CONTRACTOR later than 17:00, the SOURCE MATERIAL is deemed submitted to the CONTRACTOR on the next working day at 9:00.
3.2. Upon compiling and submitting the SOURCE MATERIAL, the CLIENT undertakes to follow the CONTRACTOR’S relevant instructions, i.e., “File Requirements,” which are published on the CONTRACTOR’S website.
3.3. Upon receipt of the SOURCE MATERIAL, the CONTRACTOR reviews it, and if the SOURCE MATERIAL is not sufficient for preparing the PRINT PRODUCT for printing or if other circumstances appear preventing the provision of the SERVICE according to the contract based on the SOURCE MATERIAL, the CONTRACTOR immediately informs the CLIENT of the deficiencies.
3.4. If the color proof, sample print, or sheet printout of the SOURCE MATERIALS has been approved by the CLIENT but the client still wishes to change the SOURCE MATERIALS, the CONTRACTOR has the right to demand payment for the works performed (repro fees, cost of additional plates, etc.). The CLIENT cannot change source materials if the printing process has started.
3.5. Together with the SOURCE MATERIAL and no later than by the deadline for submission of the SOURCE MATERIAL, it is recommended for the CLIENT to submit to the CONTRACTOR a sample or mock-up of the PRINT PRODUCT, i.e., a printout of the SOURCE MATERIAL executed on a regular printer, which is folded and bound according to the desired final result. If the CLIENT does not submit a mock-up, the CONTRACTOR is not responsible for the PRINT PRODUCT corresponding exactly to the CLIENT’S wish.
3.5.1. If the CLIENT submits a mock-up, the CONTRACTOR also checks whether the SOURCE MATERIAL allows printing a product corresponding to the mock-up. If it is not possible to execute the PRINT PRODUCT according to the submitted SOURCE MATERIAL, the CONTRACTOR identifies the possibilities for executing the work and makes a new OFFER.
3.6. The CONTRACTOR has no obligation to check the spelling of texts belonging to the SOURCE MATERIAL nor their conformity with the CLIENT’S wishes. The CLIENT is responsible for the correctness of the content of the SOURCE MATERIAL.
3.7. For color print products, it is recommended for the CLIENT to order a color proof and, if the colors are suitable, transmit a confirmation to the CONTRACTOR. The CONTRACTOR makes the price of the color proof known to the CLIENT and undertakes to execute the color proof and submit it to the CLIENT after the CLIENT has expressed agreement regarding payment of the color proof price. The CONTRACTOR takes the given color proof as a color sample when providing the SERVICE and is obliged to print with colors as close as possible to the color proof. If a color proof is not submitted, the CONTRACTOR bases the coloring on the color values (densities) defined in the ISO12647-2 standard according to the paper used.
3.8. Based on the SOURCE MATERIAL, the CONTRACTOR executes a sheet printout for each printing plate before manufacturing the printing plates. The CONTRACTOR is not obliged to submit sheet printouts to the CLIENT. If the CLIENT wishes to review the sheet printout, this is agreed upon additionally.
3.9. If the CLIENT has approved the sheet printout, color proof, or sample print, the CLIENT does not have the right to treat a circumstance appearing on the approved printout, color proof, or sample print as a defect of the PRINT PRODUCT.

4. EXECUTION, DELIVERY, AND ACCEPTANCE OF SERVICE
4.1. In executing the SERVICE, the PARTIES proceed from the relevant provisions of the Law of Obligations Act.
4.2. The CONTRACTOR undertakes to fulfill the SERVICE by the agreed deadline, except if:
4.2.1. The SOURCE MATERIAL and/or mock-up does not reach the CONTRACTOR by the deadline for submission of SOURCE MATERIAL.
4.2.2. There are deficiencies in the submitted SOURCE MATERIAL and the CLIENT does not eliminate the deficiencies by the deadline for submission of SOURCE MATERIAL. The obligation to submit SOURCE MATERIAL is deemed fulfilled on the day the SOURCE MATERIAL, with deficiencies eliminated, reaches the CONTRACTOR.
4.2.3. The CLIENT wishes to make changes to the SOURCE MATERIAL and the changes do not reach the CONTRACTOR by the deadline for submission of SOURCE MATERIAL.
4.2.4. If the client has demanded sample prints or color proofs and the confirmation of the aforementioned control materials is delayed by more than 1 working day.
4.3. In the cases provided in clauses 4.2.1-4.2.4 of the GENERAL TERMS, the CONTRACTOR notifies the CLIENT of the new deadline for the fulfillment of the SERVICE after receiving the final and defect-free SOURCE MATERIAL. The CONTRACTOR transmits the notice regarding the new deadline for the fulfillment of the SERVICE to the CLIENT in a format which can be reproduced in writing. The CONTRACTOR undertakes to take the CLIENT’S interests into account when determining the new deadline for the fulfillment of the SERVICE as much as the situation allows.
4.3.1. The Client must provide confirmation regarding the suitability of the new deadline no later than within 1 working day. If the client does not respond within 1 working day, the CONTRACTOR has the right to review the work deadline or cancel the work.
4.4. If the provision of the SERVICE remains unfinished either at the CLIENT’S wish or at the CONTRACTOR’S demand because the CLIENT has not previously fulfilled their own obligations, the semi-finished products are stored for up to 30 days, after which the CONTRACTOR gains the right to utilize/dispose of the semi-finished products. The Client is obliged to reimburse the expenses made for the production of semi-finished products.
4.5. If the CLIENT wishes the release of PRINT PRODUCTS in parts and the release takes place over a period longer than 30 days, the CLIENT undertakes to pay storage costs to the CONTRACTOR according to the established price list. The maximum storage time is 6 (six) months, after which the CONTRACTOR gains the right to utilize/dispose of the PRINT PRODUCTS. Releasing PRINT PRODUCTS in parts does not release the CLIENT from paying the entire invoice within the agreed deadline.
4.6. The handover and acceptance of the PRINT PRODUCT takes place by signing a handover-acceptance act or delivery note by the Parties or by the carrier. The delivery term DAP destination (according to INCOTERMS 2010 conditions) is used.
4.7. If the CLIENT was supposed to arrange the transport of the PRINT PRODUCTS themselves and has not done so within 30 days, the CONTRACTOR has the right to utilize/dispose of the print products and demand payment of the invoice issued for the provision of the service and reimbursement of storage costs from the CLIENT.
4.8. If the CLIENT wishes to send PRINT PRODUCTS to destinations other than previously agreed in the OFFER, they undertake to inform the CONTRACTOR of this in a format which can be reproduced in writing no later than 2 working days before the deadline for the provision of the SERVICE and undertake to reimburse additional transport costs.

5. DELAYS IN CONTRACT PERFORMANCE, DIFFERENCES IN AGREED PRINT RUN
5.1. If the CONTRACTOR is unable to adhere to the contract deadline due to a shortage of labor or raw material, machine failure, or similar obstacle which they could not foresee when concluding the contract, they shall immediately inform the CLIENT thereof, and a new deadline shall be agreed upon.
5.2. If the obstacles that have appeared make the performance of the contract unreasonably burdensome or costly for the CONTRACTOR, the CONTRACTOR has the right to withdraw from the contract. The CONTRACTOR notifies the CLIENT of the withdrawal from the contract in writing. In such a case, the CLIENT does not have the right to demand compensation for damages caused to them, but the CONTRACTOR undertakes to return to the CLIENT all materials transferred by the latter to the CONTRACTOR for the execution of the SERVICE. If this is impossible, the CONTRACTOR reimburses the CLIENT for the cost of the given materials.
5.3. The printing house guarantees the Client the agreed print run with a fluctuation of ± 2% of the ordered quantity, and payment for the difference between the agreed and actual print run takes place according to the offer conditions. The Client undertakes to pay for the entire transferred print run according to the agreed unit price.

6. PAYMENT TERMS
6.1. The CLIENT must pay for the SERVICE under the conditions and in the manner agreed upon by the PARTIES.
6.2. The PARTIES agree on the price of the WORKS and payment terms (incl. prepayment) in the OFFER.
6.3. IF payment terms are not specified in the OFFER, the payment deadline is 14 days.
6.4. The invoice is issued after the completion of the PRINT PRODUCT or the execution of the SERVICE.
6.5. The invoice is issued in the name of the CLIENT of the SERVICE. If the CLIENT wishes the invoice to be submitted in the name of a third party, they must submit a corresponding written consent from the given person.
6.6. In case of delay in payments, the CONTRACTOR has the right to demand from the CLIENT a penalty for late payment (interest) of 0.15% per day for each calendar day delayed. Upon payment of the debt, fines and expenses are calculated first, interest for delay second, and the principal debt last.
6.8. If the CLIENT delays payment of the invoice for over 30 days, the CONTRACTOR has the right to assign the claim against the CLIENT to third parties. The CLIENT is obliged to pay all expenses resulting from the debt collection, and additionally, delaying the payment of the invoice may entail the publication of data regarding the CLIENT in payment default registers.

7. LIABILITY OF PARTIES. CLAIMS
7.1. The PARTIES are liable to each other for direct damage caused by non-conforming performance of the contract to the extent documentarily proven. The PARTIES are not liable for indirect damages caused to each other (lost income, disruption of economic activity, etc.).
7.1.1. The CONTRACTOR’S liability for damage caused to the CLIENT is limited to the price of the SERVICE.
7.2. The PARTIES submit claims to each other via e-mail to the e-mail address noted in the OFFER. The submitter of the claim is obliged to present evidence (including pictures, samples, etc.) regarding non-quality PRINT PRODUCTS. The CLIENT submits claims no later than within 7 days calculated from the receipt/acceptance of the PRINT PRODUCTS.
7.3. The receiver of the PRINT PRODUCTS undertakes, upon unloading or immediately after the end of loading, to inform the carrier and the CONTRACTOR of external damage to the goods and to make a corresponding written notation on the delivery note before adding a signature confirming receipt of the goods.
7.4. The CONTRACTOR responds to the CLIENT’S claim within 14 days.
7.5. If the CONTRACTOR agrees with the CLIENT’S claim regarding deficiencies of the PRINT PRODUCT, the parties agree on the method and schedule for eliminating the consequences of the deficiency. If the CONTRACTOR agrees to eliminate the deficiency of the PRINT PRODUCT within a reasonable time, the CLIENT does not have the right to lower the price of the SERVICE or refuse to accept the CONTRACTOR’S proposal to that effect.
7.6. The CLIENT returns PRINT PRODUCTS not conforming to contract conditions to the CONTRACTOR by agreement of the PARTIES or at the demand of the CONTRACTOR within 14 days calculated from the acceptance of the PRINT PRODUCTS. The returned PRINT PRODUCTS are handed over to the CONTRACTOR with a delivery note. Signing the delivery note cannot be treated as the CONTRACTOR’S agreement regarding the deficiencies of the Work.
7.7. Non-conformity of individual copies does not entail considering the entire print run non-conforming.
7.8. The CONTRACTOR is not liable for non-conformity of PRINT PRODUCTS to contract conditions that resulted from deficiencies in material sent by the CLIENT or inaccurate instructions. Insignificant differences from the result of the PRINT PRODUCTS agreed between the PARTIES do not give the CLIENT the right to submit a CLAIM.
7.9. If the CONTRACTOR does not agree with the CLIENT’S claims regarding the non-conformity of the PRINT PRODUCTS, the Parties order an expert opinion from an independent expert (appealing to the Expert Commission of the Association of Estonian Printing Industry (ETPL), whose composition is acceptable to both parties). The costs related to the expertise are borne by the party losing the dispute. The expert opinion is finally binding on the Parties and is not subject to challenge.
7.10. In case of impossibility to reach an agreement on disagreements between the CONTRACTOR and the CLIENT, the disagreements are resolved in Harju County Court.

8. OWNERSHIP AND COPYRIGHT
8.1. Work tools, work materials, computer programs, printing plates, etc., procured by the CONTRACTOR for the execution of the SERVICE and for intermediate results (incl. those transferred by the CLIENT) are the property of the CONTRACTOR, and their ownership does not transfer to the CLIENT after the handover of the Works.
8.2. The risk of accidental destruction and liability for the Works as a product transfers to the CLIENT from the moment of handover of the PRINT PRODUCTS. The moment of handover is considered the moment when the CLIENT or a person authorized by them accepts or should have accepted the PRINT PRODUCTS according to the contract. Ownership of the Works transfers to the CLIENT when the entire agreed price (also possible interest for delay and storage costs) has been paid by the CLIENT, unless the Parties have agreed otherwise.
8.3. The CLIENT is responsible for ensuring that third-party rights are not violated in connection with the execution of the SERVICE depending on the CLIENT.
8.4. If the CLIENT transferred materials to the CONTRACTOR for the execution of the SERVICE (including semi-finished products) but withdrew from the ordered SERVICE, the CLIENT must remove their material from the CONTRACTOR’S premises no later than within 1 (one) month or pay a storage fee according to the price list established by the CONTRACTOR. If the CLIENT has not removed their material within 6 (six) months, the CONTRACTOR gains the right to realize or utilize/dispose of the given material.

9. FORCE MAJEURE
9.1. Violation of the performance of obligations taken with the contract by the Parties is excusable if the violation occurred due to force majeure. Force majeure is a circumstance which the party could not influence and, proceeding from the principle of reasonableness, could not be expected to take into account at the time of concluding the contract or to avoid it or overcome the preventing circumstance or its consequence. The Parties treat strikes, work stoppages, fire, or similar obstacles as force majeure.
9.2. A party whose activity is prevented due to force majeure is obliged to notify the other party thereof at the first opportunity.

10. OTHER PROVISIONS
10.1. If the legal acts valid in the Republic of Estonia provide for the mandatory transfer of individual copies of specific printed products (hereinafter Deposit Copies) to libraries or similar institutions, the CONTRACTOR manufactures the Deposit Copies at the CLIENT’S expense in addition to the print run noted in the contract and transmits them to the relevant institutions at the CLIENT’S expense. The price for manufacturing Deposit Copies is included in the CONTRACTOR’S Offer.
10.2. The obligation to surrender the source material (print file) of the executed WORKS to relevant institutions as stipulated by legal acts valid in the Republic of Estonia lies with the CLIENT, unless the PARTIES have agreed otherwise.

11. AMENDMENT OF GENERAL TERMS
11.1. In case of amendment of the GENERAL TERMS, the GENERAL TERMS that were valid at the time of submission of the OFFER are applied to OFFERS submitted before the entry into force of the amendments and to contracts for the provision of SERVICE concluded based on them.

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