Terms and conditions of sale and delivery
for Johnsen Graphic Solutions A/S

Terms of reference:

The terms and conditions of sale and delivery described below find use between the ordering entity (the customer) and Johnsen Graphic Solutions A/S (the supplier) to the extent that they are not deviated from by explicit agreement hereof between the parties.

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terms and conditions of sale and delivery

CLAUSE 1 QUOTATION AND AGREEMENT

1. 1. The quotation is binding on the Supplier for fourteen (14) days from the quotation date.
1. 2. An agreement is concluded when the Ordering Entity’s acceptance has been received by the Supplier.
1. 3. If the Ordering Entity has requested the Supplier to produce concept development, creative proposals, original material, etc., the Supplier is entitled to be remunerated for this work.
1. 4. The quotation is contingent on the following prerequisites:

  • that the materials and processes can be mechanically processed as presumed in the quotation;
  • that the Ordering Entity does not demand that the work be performed as part deliveries rather than one combined delivery, as specified in the quotation;
  • that the material submitted by the Ordering Entity corresponds to the quotation submitted by the Supplier.

CLAUSE 2 PRICE

2. 1. All prices are exclusive of VAT and delivery charges.
2. 2. If wages, the cost of materials, public taxes or other costs increase during the time leading up to order completion, the Supplier is entitled to adjust the price to account for such documented increases.

2. 3. If the Ordering Entity has requested the Supplier to produce drafts, layout, artwork finishing, text suggestions, trial prints, Cromalin etc. the Supplier is entitled to be remunerated for this work.

2. 4. Prices in foreign currency are based on the exchange rate in Danish kroner (DKK) in effect on the quotation date or order confirmation date. For exchange-rate changes occurring before payment, the Supplier reserves the right to change the price correspondingly.
2. 5. In addition to the quoted or agreed price, the Supplier is entitled to demand payment for the following:

  • Extra work as a result of the source material given to the Supplier by the Ordering Entity turning out to be incomplete, unsuitable or inadequate.
  • Extra work resulting from the Ordering Entity requesting corrections or changes to the submitted material after the work process has commenced.
  • Extra work resulting from the Ordering Entity carrying out more proofreading cycles than agreed in the quotation.
  • Overtime and other measures agreed with the Ordering Entity after the signing of the agreement.
  • Storage, delivery, handling and dispatch of the Ordering Entity’s digital or analogue material and tools after delivery has taken place.
  • Extra work caused by the agreement not being able to be implemented in a continuous production process due to circumstances at the Ordering Entity.

Clause 3 Environment fee

3. 1. Johnsen works in an environmentally conscious manner and focuses on sustainable production. Consequently, an environmental fee is placed on every invoice amounting to 2% of the total amount, however no more than DDK 320,-

 

The environmental fee covers some of the Supplier's expenses for, i.a., environmental inspection, certifications, energy taxes, and sorting and transport based on regulations for environmentally friendly removal of trash with approved carriers.

 

Clause 4 delivery

4. 1. Delivery takes place at the time agreed with the Ordering Entity, though subject to delays or obstacles caused by:

  • an act or omission of the Ordering Entity;
  • the circumstances listed in sub-clause 9. 1.

4. 2. In the event of such delays, the Supplier is entitled to prolong the delivery time or rescind the agreement.
4. 3. If an incident such as the above renders the performance of the Supplier’s delivery obligations more costly, the Supplier is under an obligation to meet the delivery obligations, provided that the Ordering Entity states its willingness to pay the additional charge calculated by the Supplier.
4. 4. In the event that a delivery date has not been agreed, the Supplier determines the delivery date.

Clause 5 Payment

5. 1. Payment shall be made either on the date specified on the quotation, order confirmation or invoice as the last day for punctual payment or in cash on delivery.
5. 2. Interest accrues from the due date at the Supplier’s interest rate in effect from time to time.
5. 3. At the request of the Supplier, the Ordering Entity is at any time under an obligation to provide a bank guarantee as security for payment.
5. 4. If this request is made after the signing of the agreement, the Supplier is under an obligation to indemnify the Ordering Entity for any expense relating to this.
5. 5. In the absence of payment following written dunning procedure, Johnsen Graphic Solutions A/S reserves the right to report to RKI and Grakom.

Clause 6 Title, copyright, etc.

6. 1. The Supplier holds the copyright for any preparatory work and concepts, creative proposals, original material, layout, etc., developed by the Supplier and said copyright may not be transferred to a third party without the Supplier’s consent.
6. 2. Whatever the Supplier produces or has outsourced in terms of preparatory work, intermediate products, materials, tools, etc., for use in fulfilling the order is the property of the Supplier. This shall apply regardless of whether the produced material is invoiced separately.
6. 3. The items specified in sub-clause 5. 2. may solely be used for works for the Ordering Entity and will only be stored if a separate agreement to this effect exists.

Clause 7 Delay

7. 1. If a delay arises, the Ordering Entity is only entitled to rescind the agreement pursuant to the qualification stipulated in sub-clause [4. 1.] provided that the Ordering Entity at the time of entering into the agreement has specified the importance of delivering the order at a specifically appointed time.

Clause 8 Faults and deficiencies

8. 1. The Supplier cannot be held liable for defects which the Ordering Entity has not corrected in writing during the proofreading process, including printed material, digital information, proof copy and similar.
8. 2. The Ordering Entity is not entitled to a discount or to refuse to accept the service/product ordered in the event of minor deviations from an approved proof copy or agreed specification.
8. 3. The Supplier has the right to a delivery deviation of up to 10% of the agreed print run. In instances where paper or other material has been specifically produced for the order by a party other than the Supplier, the Supplier has the right to a reasonable delivery deviation beyond the 10% of the agreed print run, though at most equivalent to the material supplier’s terms of delivery.
8. 4. If an order is defective, the Ordering Entity is responsible for filing a complaint immediately. If the Ordering Entity fails to file a complaint or files a complaint too late, the Ordering Entity loses the right to advance the claim concerning the defect. The Supplier is entitled to remedy a defect, provided that this can take place within a reasonable period of time.
8. 5. The Supplier is not liable for faults or deficiencies that are attributable to the fact that the Ordering Entity has provided its own paper or other materials for the order.
8. 6. The Supplier cannot be held liable for faulty placement of adhered or inserted elements if the Ordering Entity has not given the Supplier precise instructions in writing about the placement of these.
8. 7. The Supplier offers no guarantee against defective or duplicated numbers for orders containing numbered works. For orders containing works that are numbered on receipt, any corrections of numbers will be calculated as an extra charge.

Clause 9 Liability

9. 1. In case of delays or in case of deficiencies in the products supplied, the Supplier shall not be liable when the delay or the deficiency is caused by:

  • Deficiencies in or damage to manufacturing equipment which demonstrably has caused delay in or damage to the production.
  • The carrier’s incorrect delivery or delayed delivery.
  • Any type of industrial dispute.
  • Incidentally, any circumstances outside the supplier’s control, such as fire, water damage, natural disasters, war, mobilisation or unforeseen military drafting of a similar magnitude, requisition, seizure, uprisings, currency restrictions, lack of means of transport, general shortage of commodities, restrictions to operating power, export and import bans and similar force majeure.
9. 2. Delay or defective delivery shall be covered by the disclaimer set out in sub-clause 8. 1. if the cause of the delay or failure to act on the part of the subcontractor is one of the circumstances set out in sub-clause 8. 1. or the closure of the business.
9. 3. The Supplier shall not be liable for the Ordering Entity's operating loss, loss of profit or other indirect losses, including losses caused by the Ordering Entity's legal relationship with third parties, cf. however sub-clause 8. 4. in case of delays or deficiencies in the goods supplied.
9. 4. The Supplier shall be liable in the event of a product supplied causing personal injury or property damage if said item by its very nature is generally not intended for non-commercial use and primarily is used accordingly by the injured party. The Supplier shall only be liable for damage to commercial items if it is documented that the damage is caused by the Supplier or the Supplier’s employees having made mistakes which should not have been prevented by the Ordering Entity's control of the products supplied. However, the supplier shall never be liable for damage caused to the Ordering Entity's production, or that of others’, to the products packaged in/labelled with the products supplied or to items in the production of which these products form part, unless it is documented that the Supplier has acted grossly negligently. The Supplier shall never be liable for operating losses, loss of profit or other indirect losses. In the event of the Supplier being found liable to a third party for damage to commercial items and this liability exceeds the stipulated limitations of the Supplier’s liability, the Ordering Entity shall be obliged to indemnify the Supplier for this as well as for legal costs incurred.
9. 5. The Supplier shall not be liable for the Ordering Entity’s lack of legal authority for reproduction, multiplication or publication of writing, images, drawings, designs, illustrations, texts, trademarks, other distinctive marks and other equipment, to include design or anything else which may be subject to third party rights. If the Supplier were to incur liability towards a third party due to the Ordering Entity’s lack of legal authority to exercise the rights of third parties, the Ordering Entity shall indemnify the Supplier for such liability.
9. 6. The Supplier shall not be liable for loss of or damage to property, to include amongst others, originals, materials and the like, which do not belong to the Supplier but which has been handed to the Supplier by the Ordering Entity with a view to carrying out an agreed assignment or for the purpose of storage, including storage of work carried out by the Supplier. However, the Supplier shall be liable if it is demonstrated that the loss or the damage has been caused by gross negligence on the part of the Supplier or his employees. The Ordering Entity shall ensure that the item in question is covered by insurance against damage and destruction.

Clause 10 External suppliers

10. 1. The Supplier is entitled to outsource work in part or in full to external suppliers.

Clause 11 PERIODICAL TEXTS/CONTINUING CONTRACT WORK

11. 1. Unless otherwise agreed with the Ordering Entity of periodical texts/continuous contracts, a term of notice of three (3) months shall apply.

Clause 12 Choice of applicable law and venue

12. 1. Danish law shall apply to this agreement provided that the legal position is not laid down in the text of the agreement or in these terms and conditions of sale and delivery.

12. 2. Any dispute concerning the interpretation of the agreement or the performance and enforcement of the terms may only be brought before a Danish court of law in accordance with Danish rules on jurisdiction.