TERMS OF SALE AND DELIVERY FOR GANKET A/S

The below terms of sale and delivery apply to all sales of products from Ganket A/S (hereinafter referred to as “the Supplier”).

These terms of sale and delivery shall apply unless changes have been expressly approved by the Supplier in writing.

Offers shall be binding. The offer shall remain in force 14 days from the date of offer unless another time stipulated for acceptance appears from the offer.

Placing of orders from customers shall be followed up by a written order confirmation together with these terms of sale and delivery. No agreement shall be considered finally concluded without a written order confirmation.

All proofs shall be returned to/received by the Supplier duly signed as a part of the agreement.

Oral proofs, including proofs communicated on the phone, shall be at the customer’s own responsibility.

All prices are ex VAT.

In case of changes in public fees taking effect in the period between the offer/order confirmation and delivery, the Supplier reserves the right to increase the price of the products correspondingly.

Preparation of outlines, layout, finished artwork, text proposals, proofs, trial prints, cromalin etc. shall be at the customer’s own expense unless otherwise agreed.

Quotations/order confirmations in a foreign currency can be changed with the change in the rate of exchange until payment has been made.

The Supplier shall be entitled to demand separate payment for work added because of defects in the material supplied by the customer, corrections after the placing of an order/acceptance, overtime work or other arrangements which have subsequently been agreed upon.

Payment shall take place either on the date which is stated as the final due date in the offer, order confirmation or invoice, otherwise cash on delivery.

Interest will be charged from the due date with the Supplier’s interest rate in force at any time.

Delivery shall take place at the time agreed upon. However, this shall not apply if delivery in time is prevented by conditions by the customer. In this case, the Supplier shall be entitled to require extension of time and compensation.

Delay shall only be considered material if delivery does not take place without undue delay on demand.

Unless otherwise agreed, the product shall be considered delivered when it is ready to be collected from the Supplier’s location.

The risk shall pass to the customer on delivery of the product.

If it has been agreed that the product is to be forwarded, the risk shall pass to the customer at the time of shipment – also if delivery is carriage paid.

Keeping/storage of products by the Supplier as required by the customer shall be at the customer’s risk.

At the request of the customer, the Supplier shall take out insurance against damage in transit at the customer’s own expense.

The Supplier shall not be responsible for errors which the customer did not correct in writing in proofs or trial prints.

Minor deviations from the approved sample or agreed specification shall not make the customer entitled to reduction or to refusing receipt of the products that were ordered.

The Supplier shall be entitled to deliver quantities deviating downwards or upwards by up to 10 % from what was ordered or offered. The actual quantity delivered shall be debited at the unit price agreed.

When the customer receives the product or a type sample thereof, he shall examine it immediately. The Supplier shall be immediately informed in writing of any defects discovered during this examination. Defects which cannot be discovered until a later time shall be reported to the Supplier immediately after the defects have been found. The Supplier cannot be made responsible for defects which should have been found during the examination if the customer chooses to complain later on.

The customer shall lose the right to make claims on account of a defect if his complaint is delayed according to the above rules.

If a defect can be remedied with causing much inconvenience to the customer, the customer shall accept the Supplier’s remedy.

If the customer provides paper or other material to the order, the Supplier shall not be liable for defects related to this.

The customer shall make sure that the product is usable for the specific purpose for which it is intended. The customer shall be responsible for any divergent use.

The Supplier shall not be responsible for any defects arising due to the customer storing/treating the product the wrong way.

If the customer does not collect the product at the agreed time, the product shall be stored by the Supplier at the customer’s own risk. The Supplier shall be entitled to sell the product to another customer where there is a market for the product and to use the purchase price to offset against the costs for warehouse rent, other costs and lost earnings.

The Supplier’s outline, layout, finished artwork, text proposals and the like, regardless of the technology that has been used to make these and regardless of the way they are being kept, shall belong to the Supplier and may not be transferred to a third party without the Supplier’s approval.

All things that the Supplier has provided or had others provide for the order, be it preliminary work or intermediate products such as reproduction media and printing media, regardless of the technology that has been used to make these and regardless of the way they are kept and also tools, e.g. punching tools and stamping tools, shall be the property of the Supplier and cannot be demanded surrendered after the completion of the job. The above shall also apply if the things provided are invoiced separately.

Manufacturing equipment provided by the Supplier as stated above except for punching tools may only be used for jobs for the customer.

Materials used in the manufacture shall be kept by the Supplier to be used for new orders as long as it is useful but subject to a maximum of 3 years. Materials supplied by the customer shall remain the property of the customer and shall be surrendered to him when a written request has been made within 1 month after delivery of the product. Materials lost shall not be replaced.

The Supplier shall not be liable for a delivery that is prevented because of force majeure and the Supplier can wholly or partly cancel the agreement or postpone delivery with a time-limit that is reasonable in the circumstances.

Force majeure constitutes the following: Industrial conflicts, military call-ups, war, blockade, barricades, political unrest, government intervention of various kinds such as seizures, export and import prohibitions as well as rejections from the authorities on applications for export and import licenses, fire, water damage and other natural disasters, transportation interruptions or interruptions in communications by railways, harbours and other communication and means of transportation, scarcity of goods in the world market, exchange controls and the absence of or delay of the Supplier’s supplier due to force majeure and other similar force majeure situations.

The Supplier shall not be responsible for the customer not having the necessary rights to the material delivered for use in manufacturing the product.

If the Supplier happens to violate a third party’s rights because the customer did not have the necessary rights to the material, he shall be entitled to have recourse against the customer for any financial loss related to the above situation.

The Supplier shall also have the right of recourse if the product is in contravention of public regulations.

The Supplier shall only be responsible for injuries if it can be proven that the injury is due to defects or negligence on the Supplier’s part or others for whom he is responsible.

The Supplier shall not be liable for any operating loss, lost earnings or any other financial consequential loss.

If a third party makes demands against one of the parties on liability to pay damages under the terms of this clause, that party shall inform the other party of the situation.

The Supplier and the customer are mutually obligated to let actions be brought against them by the court or arbitration tribunal trying the claim for damages which has been made against one of them on the basis of damage or loss allegedly due to the product.

Regardless of the liability of the Supplier, be it defects liability, liability for delay, business liability, product liability or any other liability, damages from the Supplier may never exceed the invoice amount.

The Supplier shall be entitled to wholly or partly use Subsuppliers to do the job.

Actions besides from the situations mentioned in the last part of clause 8 shall be brought in the court belonging to the place from where the Supplier operates his business.

Danish law and language shall be applicable in any dispute between the parties.