General Terms and Conditions
A.R.Garamond s.r.o.
Registered at Belnická 758, 252 42 Jesenice, Business ID No: 26 46 13 66
incorporated in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 83793
Introductory provisions
These General Conditions govern the conditions under which A.R. Garamond, s.r.o. (hereinafter referred to as the Contractor) performs printing works (hereinafter referred to as the Work) for the Customer (hereinafter referred to as the Customer). It applies to all contractual relations, unless these are specified in a specific written work agreement deviating from these General Terms and Conditions.
Conclusion of a contractual relationship
The contractual relationship between the Customer and the Contractor is concluded as follows:
- by signing a work agreement,
- written order confirmation from the Contractor to the Customer, either by e-mail or in person.
Order
The order must contain, in particular: the ordering party’s specifications – including contact person, contract name, quantity, format, colour scheme, surface finish, material, bookbinding, shipping, packaging, shipping dates and locations and the agreed price.
Any subsequent changes to parameters for the work’s construction and delivery must be agreed in writing by both parties.
Press materials
The Customer shall deliver the documents for the work’s implementation to the Contractor within the agreed time. Technical conditions for handing over printed materials to the A.R. Garamond printer are binding for the handing over printed materials.
The only valid basis for printing is the preview print signed by the Customer or its electronic approval. Any additional costs incurred due to repairs will be invoiced to the Customer according to the actual costs incurred. The Customer undertakes to approve the preview prints at the agreed time and in a manner that does not interfere with the Contractor’s production schedule. If the Customer fails to comply with this agreement or if there is no agreement with the Contractor on a revised term, the Customer acknowledges that the Contractor has the right to change the work’s execution date as permitted by the current production schedule.
The Parties agree that electronic mail may be used to speed-up communication in this matter. In the event of a dispute concerning the proving delivery of the message by e-mail, the Customer bears the burden of proof.
The customer is entitled to inspect the machine before printing. The Contractor will invite the Customer’s representative stated on the Order or the Customer’s authorised representative within the agreed time, however, this must be at least two hours before printing begins. If the Customer or their authorised representative fails to present a check print (a preview of the work) within the specified time, the work’s execution shall be deemed to be in order and approved. In such a case, the customer is not entitled to a colour claim.
The Contractor is not liable for errors and deficiencies which the Customer has left in the delivered files, in the mock-up or other documents. If the delivered materials are faulty, the Customer is obliged to repair faults without delay. If the Customer fails to repair the documents without delay so that the Contractor’s production schedule is not disrupted, or in the event, that work could be damaged, the Customer is liable for such damage.
If the supplied print materials don’t meet the required quality, they will be returned to the customer for reworking. If the Customer doesn’t handover the documents for printing to the Contractor within the agreed deadline, the Contracting Parties shall discuss a new possible delivery date and a new delivery date. This is without prejudice to the Customer’s liability for damage caused by breaching the Contractor’s planned production schedule.
The Customer is also be responsible for all printed materials supplied to the Contractor. The Customer is responsible for ensuring that the delivered documents do not in any way infringe the intellectual property rights (especially copyright) of third parties, personal, property or other rights of third parties and that these are not materials whose publication or distribution could violate , e.g. fulfilling criminal offences supporting and promoting movements aimed at suppressing human rights and freedoms. The Contractor bears no responsibility for the produced material’s content. However, if, in their opinion, materials were delivered in violation of this provision, they are entitled to refuse to do the work. Should the Customer breach the obligation under this paragraph, he is solely liable to third parties for any damage or other harmful consequences. Likewise, the Customer is liable for damage caused by the Contractor in this way, including lost profits, other damages such as damage to reputation, etc., or other damages or other harmful consequences.
The ordered dies are not stocked by the supplier.
Customer’s cooperation
Timely and proper work execution depends on the timely fulfilment of Customer’s obligations with the provision of cooperation in the work’s execution, including his obligation to provide the Contractor with documents in the agreed in time. The Contractor shall not be in delay with fulfilling obligations if such delay was caused by the Customer failing to provide cooperation or failure to deliver the supporting documents.
If the Customer submits unprocessable or unsuitable documents to the Contractor for performing the order, the Contractor shall notify the Customer of this problem. If the Customer doesn’t replace the unprocessable documents with usable documents even after the Contractor’s notification, the Contractor is not obliged to perform the work.
If the Customer insists in printing on unsuitable materials, the Customer shall execute the work within a reasonable time period from the Customer’s written confirmation, and the Contractor is not liable for work defects or for the subsequently found impossibility to perform the work.
Quantity variation
The amount of work produced by machine may deviate from the amount (load) contracted by +/- 3%. A deviation within the specified tolerance is considered proper work performance.
If, upon receiving the work, the Customer identifies and proves the difference in the quantity of the delivered work compared to the agreed quantity and according to the above tolerance, the contractor is obliged to immediately deliver the missing quantity to the customer or adjust the work’s invoiced price.
Work handover and acceptance
The Contractor is obliged to handover the work on time, in the place and form agreed in the order.
The work’s handover and takeover is the moment of the work’s acceptance by the Customer at the Contractor’s premises or the carrier, or work’s delivery by the Contractor or carrier ordered by him at the dispatch point specified in the order. Acceptance of the work will always be confirmed by the signature on the delivery note by the person that received the work.
The work shall be deemed delivered even if the customer didn’t take over the work or did not pick it up from the Contractor, even though it should have done so according to the order.
If the Customer doesn’t notify the dispatcher by the deadline date specified in the order as the date of making the work or fails to collect the work from the Contractor within this time, the work will be stored in the Contractor’s premises.
Liability for damage to the work shall pass to the Customer upon receipt or handover of the work to the carrier or on the day following the day when the work was to be collected from the Contractor.
Complaints, liability for defects
The Customer or the Customer’s authorised person is obliged to inspect the work or its part properly when taking over the work or its part and check its parameters, whether they correspond to the agreed required parameters and quality and whether the work is manufactured under contract quality of workmanship and package the work. In the event that the Customer finds defects in the work, he’s obliged to inform the Contractor in writing (by registered letter, fax, email) immediately. Complaints must include: the defect’s exact specification and extent of the defect. It’s necessary to prove its existence to the Contractor – i.e. to deliver at least 5% of copies of the total delivered work containing the claimed defect. The Contracting Parties undertake to resolve the disputes arising primarily out of court by mutual negotiation.
The Customer is obliged to make a complaint in writing within the following deadlines:
- Clear defects – within 10 days of dispatch,
- Hidden defects – within 6 months of the dispatch date.
The Contractor is obliged to respond in writing to a written complaint immediately to verify the complaint.
In the printing industry, the usual colour variation in printing and the defects in subsequent processing by the Contractor is permissible.
However, the Contractor bears full responsibility for poor technologically processed work.
Claims for the work do not entitle the Customer to withhold or delay payment for work.
Higher power
The Contractor’s or Customer’s liability for partial or total failure to fulfil the contractual obligations is excluded if this is due to force majeure. The deadlines for fulfilling the obligations are extended by the period of force majeure.
Price for work and invoicing
The work price is determined on the basis of agreement between the Customer and the Contractor. It’s stated in the order or the work agreement. In addition to the work price, the Customer undertakes to pay the Contractor the relevant VAT stipulated by law.
The contracting parties are obliged to negotiate the price change if there is a change in the work’s technical specification compared to the original calculation or if the input prices increase by more than 5%.
The agreed price doesn’t include insurance or storage costs, unless stated otherwise by the contracting parties.
The Contractor is entitled to invoice the Customer for the work price on the day of the work’s factual acceptance or the day following the day when the Customer should have picked up the work, even if he didn’t do so.
The invoice is due 14 days from the issue date, unless agreed otherwise by the contracting parties.
Ownership of the work will not be transferred to the Customer until full payment of the work’s contract price.
Shipping and packaging works
In the event of a contractual agreement between the Contractor and the Customer that the completed work’s transport will be ensured by the Contractor, the Customer shall deliver to the Contractor precise transport instructions and shipping specification of the work’s delivery.
The ordering party is obliged to deliver shipping instructions and dispatch specifications to the Contractor (if the shipping instructions and dispatch specifications are not part of the work agreement between the contracting parties) no later than 5 working days before the work’s dispatch, unless the contracting parties agree otherwise. The transport order and dispatch specification shall be submitted by the Customer in writing to the Contractor. Upon agreement, this can be done by e-mail, fax or delivered in writing by courier.
If the Contractor carries out the transport of the completed work on the basis of the Customer’s requirements and instructions, the Contractor is entitled to invoice for transporting the work to the Customer on the basis of a contractual arrangement.
The work will be packaged according to instructions and in the manner agreed between the parties. The ordering and packing method must be specified by the Customer in writing in the order.
The Contractor shall enclose to each shipment a delivery note specifying its business name and registered office, the Customer, the recipient designated by the Customer and specified in the Work Agreement, Distribution List or in the written shipping dispatch and the name of the order – works.
Warranty conditions
The warranty terms for a particular work and its properties depend on the warranty terms of the components used (e.g., the type of paper used, printing inks, etc.), which are declared by the manufacturer and supplier of the material specifically used by the Contractor and are governed by these specific warranty terms.
The decisive factor for determining the liability for defects by the Contractor is the moment of transfer of the risk of damage to the work. This moment is set for the period when the Customer takes over the work from the Contractor (see article handover and takeover of the Work) or fails to do so in time, when the Contractor allows him to dispose of the properly performed work and doesn’t takeover the work in time. The risk of damage to the goods is governed by the relevant statutory provisions of the Commercial Code, as amended, and by the laws of the Czech Republic.
Payment Terms
The Customer shall pay the Contractor the price for executing the Work based on the sent or otherwise delivered proper tax document (hereinafter referred to as the Invoice). The invoice shall be payable by the Customer between the issue date and the last due date. The length of the invoice due date is determined by the number of days from the issue date, agreed between the contractual parties in the Work Agreement. The price doesn’t include the applicable VAT rate. The Contractor is entitled to add VAT to this price in the amount stipulated by law.
If the Customer doesn’t have their headquarters, place of business or a place of residence in the Czech Republic but have them in the European Community country, they are also a registered VAT payer in that country and the work will be exported to the European Community country, the Customer is obliged to deliver their VAT registration number to the Contractor in the given country in writing in the order, in the Work Agreement or at the latest by the day of taking over the work from the Contractor. The Customer is also obliged to deliver confirmation of VAT registration to the Contractor in the given Member State of the European Community and a Declaration on the export of goods (work) from the Czech Republic to the European Community with the date (day) of export. on the day of acceptance of the goods (works) from the Contractor. If the VAT registration number and the Declaration on the export of goods (work) from the Czech Republic to the Member State of the European Community are delivered, the customer is entitled to exemption from VAT on the work’s purchase price. The declaration of the export of goods (works) to the European Community states must be in written form with the confirmation of the Customer’s authorised person.
The invoice payment date is the date on which the relevant amount is credited to the Contractor’s account or paid in cash to the Contractor’s employee.
The Contractor has the right to determine the payment conditions for payment of the work and to take the following measures when negotiating the contractual conditions related to the printing of the work:
- not to do the work or its part if the invoice for the previous work, which was duly handed over to the customer, is not paid,
- issue advance invoices up to the total work price,
- require security for the unpaid work by issuing a promissory note of its own (per individual or legal entity) of the Customer.
In the event that the Customer fails to pay any Contractor’s invoice duly, on time and by the due date, the Contractor is entitled to charge a contractual penalty of 0.1% for the outstanding part of the Work price until payment. If the Contractor makes such a claim, the Customer will not be entitled to refuse to pay the contractual penalty or statutory interest for delay. The contractual penalty payment shall not affect the Contractor’s right to compensation for damages incurred in connection with a breach of the contractual obligation resulting in the contractual penalty payment.
The Customer shall pay the contractual penalty within the time limit set by the Contractor and specified in the contractual penalty statement. By paying the contractual penalty, the Customer‘s obligation to pay the amounts due and the costs associated with the reminder does not change. If the Customer withdraws from the order or Work Agreement later than 5 days before the work commences, the contractor is entitled to a contractual penalty in the amount of the price for ordered material, products and parts for work (dies, die cutting forms, etc.)
The contractual penalty payment is without prejudice to claim for damages.
If the Contractor’s production costs (cost items for the work production) change, above the acceptable level of profitability of the work production, especially if the prices of paper, paint, electricity, gas, water, etc. increase delivery of the work or during the term of the Framework Work Agreement, both contracting parties undertake to negotiate a new price for the work.
If the contracting parties don’t agree on a new price within 10 calendar days of negotiations commencing on the work’s price change, the Contractor has the right to withdraw from the agreement. The Customer will not be entitled to compensation for any damage incurred due to the Contractor’s withdrawal from the agreement.
If the Contractor is in delay with delivering the work or part thereof, the Customer is entitled to demand an agreed contractual penalty of 0.1% from the Contractor for the price of the work or part thereof for each calendar day of delay until the delivery date. The right to a contractual penalty pursuant to this paragraph doesn’t arise if the Contractor’s delay is caused by circumstances independent of the Contractor’s will, so-called force majeure, or the Customer’s failure to provide assistance.
If the Customer withdraws from the order or Work Agreement for any reason in writing, the Contractor is entitled to a proportional remuneration for the part of the work performed to date.
Liability for defects, liability for damage
The Contractor shall not be liable for defects in the work and damages caused by using materials supplied or selected by the Contractor for printing the work at the Customer’s request, such as digital preview, digital proof, paper, colour or other components for the work. In the event that the use of such things and components causes the Contractor to delay the work’s execution, the Customer shall not be entitled to demand interest, remittances – refunds, other contractual penalties and penalties, or assert its claims for defects from the Contractor default. Conversely, in such cases, the Contractor is entitled to seek compensation from the Customer for damages and lost profits.
The Contractor shall only be liable to the Customer for damage caused by breach of the obligation resulting from the concluded contract and from these GTC. The Contractor shall be obliged to compensate the Customer for damage caused by poor quality work unless it proves that the breach of duty was caused by circumstances excluding liability.
The Customer will not be entitled to compensation for damages if the Contractor’s failure to fulfil obligations was caused by the Customer’s actions or lack of cooperation to which the Customer was obliged under the Contract.
Applicable law and jurisdiction
The business relationship of the parties is governed by the Czech Republic’s applicable laws.
The court’s jurisdiction is governed by Act No. 99/1963 Coll., As amended (the Code of Civil Procedure), and the court in the Czech Republic has both material and local jurisdiction.
The rights and obligations arising from the Work Agreement and the GTC, which are not expressly stated herein, are governed by Czech law, in particular the relevant provisions of Act No. 513/1991 Coll., As amended (Commercial Code).
Confidentiality and confidentiality
The Customer and the Contractor undertake to remain silent regarding all confidential and classified information and facts of which they become aware during their mutual cooperation. All information that is marked as such or of such a nature that may cause damage to the Customer or the Contractor, regardless of whether it is personal, commercial or otherwise, shall be considered confidential and classified information.
Final Provisions
These GTC are in the Czech language and the Czech version of the GTC is binding even in case of conflict with the version translated for the purposes of the contract into a foreign language.
Changes and possible amendments to the GTC that occur in connection with a change in the Czech Republic legal standards will be included in the issue of new GTC, which will be valid and effective for further business activities of the Contractor and future printing products customers.
The Customer of the print can learn the valid GTC at the Contractor’s registered office at Belnická 758, 252 42 Jesenice, or by studying the Contractor’s website at www.garamond.cz. The Contractor shall provide their wording to the applicant (future work customer) before signing the Work Agreement.
In the event that any or all provisions of these GTC are deemed to be illegal, invalid or unenforceable, and such illegality, invalidity or unenforceability won’t affect the GTC’s other provisions, these GTC provisions shall be interpreted as unlawful, invalid and unenforceable the provisions did not exist. The contracting parties agree that all unlawful, invalid or unenforceable provisions will be replaced by legal, valid and legally enforceable provisions that are as close as possible to the purpose and purpose of these GTC.
The Contractor is entitled to modify the General Terms and Conditions for the Work Production and Delivery. If the Customer doesn’t agree with the change, he’s entitled to withdraw from the contract for work and is not entitled to damages from the Contractor.
The Customer and the Contractor are entitled to withdraw from the Work Agreement in the event of a material breach of obligations by the other Contracting Party. The withdrawal must be made in writing and delivered to the other party.
The Customer is also entitled to withdraw from the contract within 30 calendar days from the announcement of a change to the GTC in the event that a change in these conditions significantly or substantially changes the contractual relationship between the Contractor and the Customer to the Customer’s detriment.
The Contractor is also entitled to withdraw from the contract in the event that there is no agreement pursuant to any article of these GTC and further if the Customer is repeatedly in default with paying the Contractor’s issued invoices.
Termination or withdrawal from the Work Agreement doesn’t affect the Customer’s obligation to properly pay the Contractor all outstanding amounts and the provisions on contractual penalties are not affected.
In cases of sending documents by post, the consignment sent by registered mail shall be deemed to have been delivered to the other party on the fifth day from the demonstrable dispatch date, even if the other party has not accepted the consignment.
These GBT were approved by the A.R. Garamond statutory body on 1.6.2019
