Valid from 21.02.2019

The following terms of sale and delivery apply between the customer and Lito-Tryk Aps (hereinafter referred to as the supplier) to the extent that they are not deviated from by express agreement between the parties.

§ 1 Offer and agreement
1.1. Offers are binding on the supplier for 30 days from the date of the offer.
1.2. Agreement is concluded when the customer's acceptance is received by the supplier.
1.3. If the customer has requested the supplier to prepare concept development, creative presentations, sketches, layouts, proofs, cromalin, original material, etc., the supplier is entitled to have this work paid.
1.4. The offer is subject to the following conditions:
- Materials and processes can be machined as specified in the offer.
- The Customer does not require the work to be performed in partial deliveries instead of a single delivery as stated in the offer.
- The material submitted by the Customer corresponds to the Supplier's submitted offer.

§ 2 Price
2.1 All prices are exclusive of VAT and delivery.
2.2 If there are increases in wages, material prices, public taxes or other costs in the period leading up to the completion of the delivery, the supplier is entitled to adjust the price by such documented increases.
2.3 Prices in foreign currency are based on the exchange rate in Danish kroner applicable on the date of the offer or order confirmation. The Supplier reserves the right to change the price accordingly in the event of exchange rate changes before payment.
2.4 In addition to the quoted or agreed price, the supplier is entitled to demand payment for:
- Extra work as a result of the basic material provided by the customer proving to be incomplete, unsuitable or defective.
- Extra work as a result of the customer requesting corrections or changes to the delivered material after the work has begun.
- Extra work as a result of the Customer making more corrections than agreed in the offer.
- Overtime and other measures agreed with the Customer after the agreement has been entered into.
- Storage, delivery, handling and shipping of the Customer's digital or analog material and tools after delivery has taken place.
- Extra work as a result of the agreement not being carried out in continuous production due to the Customer's circumstances.

§ 3 Delivery
3.1. Delivery shall take place at the time agreed with the Customer, subject to delays or obstacles caused by:
- The act or omission of the Customer
- Fault or damage to production equipment that has demonstrably caused delay or damaged production
- In the event of labor disputes of any kind
- Otherwise, any circumstance beyond the control of the Supplier, such as fire, water damage, natural disasters, war, mobilization or unforeseen military call-ups of similar scope, requisition, seizure, riots, currency restrictions, lack of means of transport, general shortage of goods, restrictions on fuel, export and import bans and other similar force majeure situations.
3.2 In the event of such delays, the supplier shall be entitled to an extension of the delivery time or to terminate the agreement.
3.3. If an event such as the above causes the fulfillment of the supplier's delivery obligations to become more expensive, the supplier shall be obliged to fulfill the delivery obligations if the customer agrees to pay the additional price calculated by the supplier.
3.4. If no time of delivery has been agreed, the Supplier shall determine the time of delivery.
3.5. Immediately upon delivery, the Customer shall have the entire delivery thoroughly examined and tested, including barcodes, EAN numbers and deposit labels.

§ 4 Payment
4.1. Payment shall be made either on the date stated on the quotation, order confirmation or invoice as the last day for payment or in cash on delivery.
4.2. Interest shall accrue from the due date at the Supplier's interest rate applicable at any time. The interest rate is currently 10% p.a.
4.3. At the Supplier's request, the Customer shall at all times be obliged to provide a bank guarantee as security for payment.
If the request is made after the conclusion of the agreement, the Supplier shall be obliged to indemnify the Customer for any costs associated therewith.

§ 5 Property rights, copyright etc.
5.1. The copyright to the processes and concepts, creative drafts, original material etc. developed by the supplier belongs to the supplier and may not be transferred to third parties without the supplier's approval.
5.2. Any processing, intermediate products, materials, tools, etc. that the Supplier has procured or had procured for use in the delivery shall be the Supplier's property. This applies regardless of whether the procured items have been invoiced separately.
5.3. The items referred to in clause 5.2. may only be used for work for the customer and shall only be stored by separate agreement.

§ 6 Delay
6.1 In the event of a delay, the customer is only entitled to cancel the contract with the following proviso in clause 3.1. if, at the time the contract is concluded, the customer has specified the importance of delivery being made at a specific time.

§ 7 Defects
7.1. The Supplier is not liable for errors that the Customer has not corrected in writing in proofs, including print, digital information, proofs and the like.
7.2. The Customer is not entitled to a price reduction or to refuse to receive the ordered goods in case of minor deviations from approved samples or agreed specifications.
7.3. The Supplier is entitled to an additional or reduced delivery of up to 10% of the agreed edition. In cases where paper or other material is manufactured specially for the order by someone other than the supplier, the supplier is entitled to a reasonable excess or short delivery in excess of 10% of the agreed stock, but not exceeding the material supplier's terms of delivery.
7.4. The customer is responsible for immediately complaining about a defective delivery. If the customer fails to complain or complains too late, the customer loses the right to claim the defect. The Supplier is entitled to remedy a defect if this can be done within a reasonable time.
7.5. The Supplier is not liable for errors or defects that can be attributed to the Customer providing paper or other items for the delivery.
7.6 The supplier is not liable for misplacement of glued or inlaid elements if the customer has not given the supplier precise instructions in writing regarding their placement.
7.7 The supplier gives no guarantee for missing or duplicated numbers for deliveries containing numbered works. For deliveries containing works that are numbered upon receipt, any corrections of numbers will be calculated extra.
7.8. The Supplier will, to the best of its ability, advise the Customer on the choice of product and, upon request, provide material for testing. However, it is the responsibility of the customer to ensure that the product can be used for the specific purpose for which it is intended.
7.9. Before using the product, the customer is obliged to conduct proper testing of the product under realistic production conditions and to immediately cease using the product if this is found unsatisfactory.
7.10. The supplier is not responsible for defects in the product that occur as a result of the customer's incorrect storage/handling.

§ 8 Liability
Liability
8.1 The Supplier and the Customer shall be liable for their own acts and omissions in accordance with the general liability rules of Danish law. However, the supplier is never liable for losses caused by errors and defects in barcodes, EAN numbers and deposit labels.
8.2. Regardless of any conflicting terms in the contractual basis, the supplier is not liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability shall continue as long as the force majeure continues. Force majeure shall be deemed to be circumstances beyond the Supplier's control and which the Supplier could not foresee at the time of entering into the agreement, such as unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
8.3. The Supplier's liability is limited to DKK 125,000 unless the Supplier has acted intentionally or grossly negligently.

Product liability
8.4. Product liability is subject to the rules of Danish law applicable from time to time.
8.5 Any product liability that is not covered by mandatory rules on product liability is subject to the following limitations:
- The Supplier is only liable if it can be proven that the damage is due to errors or omissions committed by the Supplier or others in the production chain for which the Supplier is liable - The Supplier cannot be held liable for operating loss, loss of time or other indirect loss, including loss of production, sales, profit, time or goodwill.
- The Supplier is never liable for losses caused by errors and defects in barcodes, EAN numbers and deposit labels.
8.6 The Supplier's liability is limited to DKK 125,000 for product liability damage, unless the Supplier has acted with intent or gross negligence.
8.7 To the extent that the Supplier is subject to product liability towards a third party, the Customer is obliged to indemnify the Supplier to the same extent as the Supplier's liability is limited under the above provisions.

Third-party rights
8.8. The supplier shall not be liable for the customer's lack of authority to reproduce, duplicate or publish writing, pictures, drawings, patterns, illustrations, texts, trademarks, other business signs and other product equipment, including design or anything else that may be subject to third-party rights.
8.9. If the supplier is liable to pay compensation to a third party as a result of the customer's lack of authority to commercially exploit third-party rights, the customer is obliged to indemnify the supplier for this. In cases where the Supplier has negligently chosen to use a third party's protected rights, the Supplier's liability is limited to DKK 125,000.

Supplementary Terms and Conditions for Repro Services
8.10. The Customer's quality control assumes full responsibility from the commencement of printing. In the event of defects in printing forms, including printing plates, films, files, etc. the supplier is not liable for any resulting losses, but is only obliged to deliver new, corrected printing forms.

§ Clause 9 Subcontractors
9.1 The Supplier is entitled to have work performed in whole or in part by subcontractors.

§ Article 10 Periodicals/ongoing contract work
10.1 If no other agreement has been made with the Ordering Party for periodicals/ongoing contracts, a notice period of 3 months shall apply.

§ 11 Personal data
11.1 The Customer warrants that the duty of disclosure under the General Data Protection Regulation to the registered persons in the material to be used for the Supplier's performance and subsequent storage of the assignment by the Supplier has been complied with.

§ Section 12 Choice of law and jurisdiction
12.1. Danish law applies to this agreement to the extent that the legal status is not determined in the text of the agreement or in these terms and conditions of sale and delivery.
12.2. Any dispute regarding the interpretation of the agreement or the fulfillment and enforcement of the terms can only be brought before the Court in Randers.