Terms and conditions

GENERAL TERMS AND CONDITIONS OF SUPPLY OF THE PACKAGING STUDIO

Valid from 27.09.2021

These “General Terms and Conditions of Delivery of the Packaging Studio” (hereinafter referred to as the “Terms and Conditions of Delivery”) regulate the relations between the Contractor and the Contracting Entity in the performance of the Works and the Contract.

For the purposes of these Terms of Delivery, capitalised terms have the following meanings:

“The Contractor” – MAAL Trading OÜ (registered at 14719427, hereinafter referred to as “Packaging Studio”).

“Subscriber” – any natural or legal person who subscribes to the works, products and services of the Packaging Studio.

“Party” or “Parties” means the Supplier and the Contracting Entity, separately (Party) or together (Parties).

“Works” means the products and services ordered by the Contracting Entity from the Contractor.

“Offer” means an offer(ofert) within the meaning of the Law of Obligations Act. An offer is a proposal for the conclusion of a contract which is sufficiently defined and expresses the intention of theofferor (or tenderer) to be legally bound by the contract to be concluded if the offer is accepted.

“Consent” means consent within the meaning of the Law of Obligations Act.

“Contract” means the agreement of the Parties for the performance of the Works, which shall be deemed to be concluded by the Contracting Entity’s acceptance of the Offer.

“Contract Documents” means the Offer, these Delivery Terms and Conditions and any other agreement between the Parties in a form that can be reproduced in writing.

“Special Order” – a product that is not a “standard solution”, but is manufactured on the basis of special instructions given by the Customer.

In the event of a conflict between the Delivery Conditions and a special agreement contained in other Contract Documents, the special agreement shall prevail. Any agreement by which the parties derogate from the provisions of the Delivery Conditions must be in writing or in a form which can be reproduced in writing. Failure to comply with the formal requirement shall render the agreement null and void.

1. Offer and price

1.1. The Offer shall be submitted in a format that can be reproduced in writing and shall be valid for 30 days from the date of submission, unless otherwise stated in the Offer.

1.2. The Acceptance, which contains any additions, restrictions or proposals to the Offer, shall not be binding on the Purchaser, unless the Purchaser agrees to the changes and expressly expresses its agreement in writing.

1.3. The Contractor shall not be bound by an Offer made on the basis of incomplete or incorrect source data received from the Contracting Entity.

1.4. Amendments to the Agreement shall only be valid if they are agreed in a form that can be reproduced in writing.

1.5. If the Contracting Entity requests the Contractor to prepare models or samples, the preparation of which is not included in the Offer, prior to the performance of the Works, the Contracting Entity shall be obliged to compensate the Contractor for the actual costs incurred in this respect, including in the event that the Contract terminates prior to the performance of the Works.

1.6. The content of the Offer is confidential and the Parties are not entitled to use it for any other purpose (other than the performance of the Contract) or to disclose it to third parties.

1.7. In addition to the agreed fee, the Contractor shall be entitled to claim compensation from the Contracting Entity for any costs or damage caused: (i) defects and poor quality of the material provided by the Contracting Entity; (ii) corrections and modifications made by the Contracting Entity after the conclusion of the Contract; (iii) delays on the part of the Contracting Entity, corrections of defective print files and their validation; (iv) subsequent additional requests made by the Contracting Entity which are not included in the Offer (proofs,(proof) print or colour proofs, etc.).(v) any increase in the print run at the request of the Contracting Authority.

2. Carrying out, handing over and accepting works

2.1. In the performance of the Works, the Parties shall be governed by the provisions of the Law of Obligations Act on the regulation of service contracts, unless otherwise agreed in the Contract.

2.2. The Contracting Entity is obliged to accept the Works at the agreed time and place. If the Parties fail to reach an agreement on the time and place of acceptance of the Works within 1 month of completion of the Works, the Contractor shall be entitled to unilaterally notify the Contracting Entity of the time and place of acceptance of the Works. If the Contracting Entity fails to comply with its obligation to accept the Works, the Contractor shall be entitled to claim compensation for any damage caused by such failure. If the Contracting Entity delays acceptance of the Works for more than 90 calendar days, the Contractor shall be entitled to have the Works disposed of and to claim damages from the Contracting Entity.

2.3. The delivery and acceptance of the Works shall be effected by the signature of the act of delivery and acceptance by the Parties or by the signature of the delivery note by the Contracting Entity. Delivery of the Works to the Contracting Entity shall be deemed to have taken place even if the Contracting Entity has not accepted the Works or signed the act of delivery/acceptance of the Works within 5 days of the time of acceptance of the Works agreed upon or notified by the Contractor.

3. Liability of the parties. Claims

3.1. The Parties shall be liable to each other for any direct damage caused by the breach of the Contract to the extent proven by documentary evidence. The Parties shall not be liable for any indirect damage caused to each other (loss of profit, income, disruption of economic activity, etc.).

3.2. Claims shall be submitted by the Parties to each other in writing to the address indicated in the Contract Documents or, in the absence thereof, to the address of record. Complaints may also be submitted by e-mail to the e-mail address indicated in the Contract Documents. In the event of a dispute, proof of lodging a complaint must be provided by the person lodging the complaint. The Contracting Entity shall lodge any complaint relating to the quality of the Works no later than 3 days after the date of acceptance of the Works or the date on which it is deemed to have taken place.

3.3. The Contracting Entity shall return to the Contractor the Works that do not comply with the terms of the Contract, by agreement of the Parties or at the request of the Contractor, within 7 days of receipt of the Works. The Works to be returned shall be handed over to the Contractor by means of a deed (hereinafter referred to as the “Return Deed”) stating the reason for return and signed by the Parties. Signature of the Act of Return shall not be deemed to constitute acceptance by the Contractor of any defects in the Works. If the Contractor does not accept the Contracting Entity’s complaint, it shall inform the Contracting Entity thereof within 3 working days of signing the Deed of Return.

3.4. The Contractor shall not be liable for any non-conformity of the Works with the terms and conditions of the Contract resulting from defects in the material sent by the Contracting Entity or from inaccurate instructions. Minor discrepancies in the result of the Works agreed between the Parties shall not constitute grounds for the Contracting Authority to withdraw from or terminate the Contract.

3.5. In the event of non-conformity of the Works with the terms of the Contract due to the fault of the Contractor, the Contractor shall, subject to the written agreement of the Parties, either re-perform the Works in accordance with the Contract, reduce the price of the Works or refund the price of the Works paid by the Contracting Entity.

3.6. If the Contracting Entity wishes to suspend the performance of the Works after the commencement of the performance, it shall be obliged to pay for the Works performed up to that time in accordance with the Contract and the invoice(s) submitted by the Contractor.

4. Unquantifiable force

4.1. Any breach by the Parties of their obligations under the Contract shall be excusable if the breach is due to force majeure. Force majeure is a circumstance beyond a party’s control and which the party could not reasonably have been expected to take into account or to avoid at the time of the conclusion of the Contract, or to overcome the hindrance or its consequences. Force majeure shall be deemed to be a strike, work stoppage, fire or similar impediment.

4.2. A Party whose activities are prevented by force majeure is obliged to inform the other Party as soon as possible. If the defaulting Party has not notified the other Party of the force majeure within a reasonable time, the defaulting Party loses the right to invoke such force majeure.

5. Delays in contract performance

5.1. The Contracting Entity shall be obliged to notify or deliver to the Contractor on the same day as it gives its Consent the basic data and materials necessary for the performance of the Works. If the Contracting Entity delays in notifying or delivering the basic data or materials, the time limit for the execution of the Works shall be automatically extended by the time delayed.

5.2. The Supplier shall not be liable for any delay in the physical delivery of the Products if the Products have been delivered to the transport service provider in due time but the delay in delivery is due to circumstances caused by the transport service provider or other circumstances which the Supplier could not foresee or influence.

6. Payment terms

6.1. The Contracting Entity shall pay the Contractor a fee for the performance of the Works, the amount of which shall be fixed in the Offer and/or other Contract Documents. Unless otherwise stated in the Tender, the Contractor shall invoice the Contracting Entity simultaneously with or after the delivery of the Works, by the due date agreed in the Contract or, in the absence of such agreement, by the due date specified by the Contractor.

6.2. If the completion of the Works is delayed due to the fault of the Contracting Entity, the Contractor may submit an interim invoice for the Works actually performed up to the date of completion agreed in the Contract.

6.3. If the Contracting Entity delays payment of the remuneration, the Contractor shall be entitled to keep the Works or the original materials not yet delivered as security in its possession until all the fees that have become due under the Contract have been paid by the Contracting Entity (lien). If the Contracting Entity is in default of payment of the remuneration due under the Contract for more than 90 calendar days, the Contractor shall be entitled to dispose of the Works not yet delivered and to set off the proceeds against the debt owed by the Contracting Entity.

6.4. If the Contractor requires the Contracting Entity to pay the remuneration in advance, in whole or in part, this shall be stated in the Offer.

6.5. Unless otherwise stated in the Offer, in the event of late payment, the Contractor shall be entitled to charge the Contracting Entity a penalty of 0.25% per day for each calendar day of delayed payment. In the event of a delay in payment of more than 15 calendar days, the Provider shall be entitled to demand and the Contracting Entity shall be obliged to pay default interest on the amount not paid by the due date of the Contract at the rate of 0.5% per day for each calendar day of delay. In the payment of the arrears, fines and costs shall be considered to have been paid first, interest on arrears second and the principal debt last.

6.6. If the Parties have agreed to advance payment or payment by instalments, the Contractor shall retain title to the Works until full payment for the Works.

6.7. If the Contracting Entity delays payment of the fee for more than 30 days, the Contractor has the right to assign the claim against the Contracting Entity to third parties. All costs resulting from the recovery of the debt shall be borne by the Contracting Entity.

6.8. The performance of the obligations of the Contracting Entity is secured by all the assets of the Contracting Entity, including assets arising in the future.

7. Ownership and copyright

7.1. The tools, computer programs, printing plates, etc. procured by the Contractor for the performance of the Works shall be the property of the Contractor and their ownership shall not be transferred to the Contracting Entity after delivery of the Works.

7.2. The risk of accidental destruction and the responsibility for the Works as products shall pass to the Contracting Entity from the moment of delivery of the Works. The moment of delivery shall be deemed to be the moment when the Contracting Entity or any person authorised by it takes delivery of the Works or should have taken delivery of the Works in accordance with the Contract. Title to the Works shall pass to the Contracting Entity when all payments due under the Contract (including any interest on arrears, storage charges, etc.) have been paid by the Contracting Entity.

7.3. The Contracting Entity warrants and shall be responsible for ensuring that the execution of the Works in accordance with the instructions of the Contracting Entity and the original materials does not infringe the rights of third parties. The Contracting Entity shall be liable for compliance with the requirements resulting from the infringement of the rights of third parties arising from the Contracting Entity’s instructions or the source materials or, if this is not possible, the Contracting Entity shall be obliged to compensate the Contractor for the full extent of the damage resulting from the infringement (including loss of reputation, loss of income, future damage, etc.).

7.4. The materials handed over by the Contracting Entity to the Contractor for the execution of the Works shall be the property of the Contracting Entity. Materials not directly used by the Contractor for the performance of the Works shall be returned by the Contractor to the Contracting Authority after delivery of the Works to the Contracting Entity (except in the case of the exercise of a lien). In the event that the Contracting Authority wishes the Contractor to insure such materials, the Contractor undertakes to do so, provided that the costs of insurance are borne by the Contracting Authority.

8. Processing of personal data

8.1. The Service Provider has the right to collect, store, use and process the personal data of the Contracting Entity and the representatives of the Contracting Entity in accordance with the applicable laws on the protection of personal data, including. The Service Provider may use the data of the Customer’s authorised representatives for the purposes of the performance of the Contract, for the management of the billing system, accounting and internal information systems and customer relations, for the fulfilment of legal obligations and for marketing purposes.

8.2. The Contractor has the right to process the personal data of the Contracting Entity or the representative of the Contracting Entity, including sensitive personal data, obtained on the basis of the Contract or law, without the express consent of these persons, if this is necessary for the performance of the Contract. The Service Provider may transfer personal data of the Contracting Entity and the representatives of the Contracting Entity to third parties if such information is necessary for the performance of the Contract and to the extent necessary to achieve the purpose of the Contract.

9. Withdrawal from the contract

9.1. In the case of a Contract concluded by means of distance communication, the consumer Subscriber has the right to withdraw from the Contract within 14 days of the conclusion of the Contract.

9.2. The right of withdrawal does not apply if the Contracting Entity is a legal person.

9.3. The Customer does not have the right to withdraw from the Contract due to the fact that the finished product does not meet the Customer’s expectations (product size, colour, etc.), if the Customer has mistakenly ordered the wrong product or there was no agreement between the Parties regarding the relevant terms.

9.4. The Contracting Entity shall not have the right to withdraw from the Contract if the Contract includes:

• the provision of the service and the Contractor has provided the service in full;
• the manufacture of products to special order, whereby the Contracting Entity shall lose the right to withdraw from such Contract as from the moment the Contractor commences performance of the Contract.

10. Dispute resolution

10.1. Disputes relating to the contract will be settled by negotiation. In the absence of an agreement, the dispute shall be settled by the Harju County Court on the basis of the law in force in the Republic of Estonia.