1 RIGHTS AND DUTIES OF THE CONTRACTING PARTIES WHEN EXECUTING THE WORK AND ASSISTANCE
1.1 The Contractor undertakes to carry out the work for the Client properly at his own expense and risk and hand it over to the Client by the stated deadline. The Client undertakes to take over the subject of the work and to pay the agreed price.
1.2 Definitions of terms
– A quotation: is the Contractor’s quotation prepared on the basis of the Client’s inquiry.
– A contract for work: is a mutual contract between the Contracting Parties as a result of mutual negotiations between the parties on the basis of which obligations arise between the parties, especially one party’s obligation to perform the work for the other party at its own expense and risk and the other party’s obligation to take over the work and pay the price; all under the conditions agreed in the Contract. A contract for work is also understood to be a partial contract for work. A contract for work is created when the Contractor’s quotation confirmed by the Client.
– A time of performance: the time agreed between the Contractor and the Client, after the confirmation of the Contractor’s quotation and the creation of the contract, as the time by which the Contractor shall fulfil his obligation to perform the work.
– A purchase order: The Client’s purchase order containing information and data necessary for performing the work and all changes compared with the valid Contractor’s commercial terms and conditions on the acceptance of which by the Contractor a contract for work is created.
– Production source materials: Complete print source materials in electronic form. PDF files, including all fonts created by standard legal software. Another type of print source materials must be approved by the Contractor in advance.
– Legal software: Original and true software used on the basis of and in compliance with a licence agreement.
– A plotter: A test print of production source materials processed for printing. This print is not performed on a printing machine and is not used as a colour pattern.
– Views: An electronic view of production source materials processed for printing.
– Views of corrections: Electronic views of production source materials for replacing a defective part of production source materials processed for printing.
– Notice sheets: A set of printed sheets from an edition.
– A working day: A working day means every day, excluding Saturday, Sunday or a day on which a bank holiday falls.
– Working hours: A period of time within a working day, i.e. from 6:30 to 15:30, within which the Contracting Parties are obliged to carry out legal or other acts under this Contract to ensure that the time limits specified in this Contract remain unchanged.
– Working days only are included in the time limits specified in the Contract unless otherwise stated in the Contract or these commercial terms and conditions. The Contracting Parties are obliged to carry out legal and other actions in compliance with this Contract during working hours.
1.3 Work performance stages:
1) Handing over the production source materials by the Client – obligatory (par. 1.4)
2) Checking the production source materials by the Contractor – obligatory (par. 1.5)
3) Correcting the production source materials – obligatory (par. 1.6 to 1.9)
4) Sending views of corrections in electronic form – facultative (par. 1.10)
5) Sending views – facultative (1.11)
6) Sending a plotter – facultative (1.12)
7) Sending notice sheets – facultative (par. 1.12)
8) Completing the work (printing) and handing it over – obligatory (par. 1.15 and art. 3)
1.4 The Client is obliged to hand over the production source materials made using legal software in the quality and quantity needed for proper performance of the subject of the work to the Contractor within the time limit specified in the Contract for Work (Handing over production source materials). Should the Client fails to fulfil the above obligation, the Client is in default. The Client is not entitled to change the production source materials after handing them over to the Contractor in accordance with the Contract except for cases specified exclusively in these commercial terms and conditions and the Contractor is entitled to perform the work on the basis of the production source materials provided by the Client.
1.5 On receipt of the production source materials the Contractor is obliged to check them. If it is found out during this check that the source materials are defective, the Contractor is obliged to send a record of defects in the source materials to the Client in writing without undue delay. The Contractor is not liable for defects in the work that arise out of defective production source materials unless these defects could not be found out during the check due to the nature of the defects with carrying on with due diligence.
1.6 The Client is obliged to send the corrected parts of the production source materials, or new production source materials, or to inform the Contractor in writing that it insists on performing the work on the basis of the defective source materials within 1 day from receipt of the record of defects. If it results from the extent of a correction that the number of the pages to be replaced within the corrected part of the production source materials exceeds 10 pages, the Contractor is entitled to require that new production source materials are handed over. The corrected parts of the production source materials must contain specifications about which corrections have been made and into which parts of the production source materials the corrections shall be integrated. Without this specification, the Client is deemed not to fulfil his obligation to correct the production source materials and the Contractor has the right to require that new corrected parts of the production source materials with precise specification are sent. In case that the Client insists on performing the work on the basis of defective source materials, the Client is obliged to reimburse the Contractor for all additional costs that he incurs as a result thereof. If the work cannot be performed on the basis of defective source materials, the Contractor is entitled to withdraw from the Contract. The production source materials corrected in this way cannot be altered any longer with the exception of the cases specified in par. 1.10 and 1.12 of this article.
1.7 The Contractor and the Client may agree that the Contractor corrects the production source materials or makes production source materials according to the Client’s written instructions for a payment specified in par. 1.8.
1.8 If the Contractor integrates corrected parts of production source materials into production source materials according to par. 1.6 or corrects or makes production source materials according to par. 1.7, the Client is obliged to make a payment to the Contractor to be calculated as a product of the number of hours reported by the Contractor and the rate of CZK 400 per hour. However, the payment according to the previous sentence will not be required if the extent of a correction of production source materials is less than 10 pages. The Client will be charged the payment by the Contractor along with the price of the work unless otherwise agreed in writing between the Contractor and the Client.
1.9 The Contractor is entitled to the payment of an amount determined by the lump sum corresponding to 0.1 % of the price of the work for every day of delay to reimburse for the costs connected with an interruption of the performance of the work if the performance of the work has been interrupted due to the Client’s delay in fulfilling his obligations under par. 1.4 to 1.13 of this article. Furthermore, the Contractor is entitled to the payment of a part of the price of the work for the part thereof made on the basis of defective source materials until their unsuitability could be determined by the Contractor. The Contractor’s entitlement to damages is not prejudiced hereby.
1.10 In case that the Client corrects production source materials in compliance with par. 1.5 to 1.12 of this article, the Client can ask the Contractor to send electronic views of corrections along with handing over the corrected parts of production source materials. If the Client does not communicate his reservations about electronic views of corrections in writing within 1 day from the delivery of these views, the Client is deemed to approve the views of corrections.
1.11 If specified expressly in the Contract, the Contractor is obliged to send views to the Client. The Client is obliged to inform whether he approves the views in writing without undue delay but no later than 1 day after the delivery of the views or to communicate his reservations in writing to the Contractor within the mentioned time limit and to send the corrected parts of production source materials along with the specification to the Contractor; par. 1.6 will be applied similarly. After this correction of production source materials the production source materials must not be altered by the Client with the exception specified in par. 1.12.
1.12 If agreed expressly in the Contract, the Contractor must send the Client a plotter along with a record of defects in the source materials within 3 days from the delivery of the production source materials. The Contractor will not send a plotter according to the previous sentence if the production source materials have such defects that do not allow making a plotter. In this case the Contractor will send the Client a record of defects only and is obliged to send a plotter to the Client within 3 days from the delivery of the corrected production source materials by the Client. The Client is obliged to communicate whether he approves the plotter in writing without undue delay but no later than 3 days from the delivery of the plotter or to communicate his reservations in writing to the Contractor within this time limit and to send the Contractor the corrected parts of production source materials along with the specification; art. 1.6 will be applied similarly. After this correction of production source materials is made the production source materials must not be changed by the Client.
1.13 If agreed expressly in the Contract, the Contractor is obliged to send the Client notice sheets. The Client is obliged to communicate whether he approves the notice sheets in writing without undue delay but no later than 2 days from the delivery thereof or must communicate his reservations in writing to the Contractor within this time limit. If the Client requires that a replacement print is made, the Client is obliged to reimburse the Contractor for all related costs, with the exception of such cases where these are defects in the work occurred as a result of the Contractor’s breach of his obligations when performing the work.
1.14 The Client must notify of defects in the work that could be found out by the Client when checking views according to par. 1.11, plotters according to par. 1.12, notice sheets according to par. 1.13 or views of corrections according to par. 1.10, carrying on with due diligence no later than within the time limit set in these paragraphs for approval; if the Client does not do so within this time limit, he is not entitled to exercise the rights resulting from liability for defects concerning these defects in relation to the Contractor.
1.15 The date for handing over the work agreed in the Contract can be changed unilaterally by the Contractor if the Client does not keep the time limits set for performing his obligations in the Contract or in par. 1.4 to 1.13 of this article of the commercial terms and conditions or in case that the Client (or Contractor according to par. 1.7) corrects production source materials. The Contractor is obliged to communicate the new handover date specified by the Contractor to the Client. If the handover date is not changed by the Contractor, the date agreed in the Contract applies. The handover date of the work agreed in the Contract cannot be changed by the Contractor if the handover date of production source materials or the deadline for the approval of views and plotters and the deadline for the approval of notice sheets were agreed expressly in the Contract for Work, production source materials are not corrected and the requirements for the performance of the work (especially technical specification) are not changed by the Client.
1.16 If any of the Contracting Parties exceeds any of the time limits specified in par. 1.4 to 1.12 by more than fivefold the time specified, this is a material breach of the Contract and the other Contracting Party is entitled to withdraw from the Contract unless the Contracting Parties agree to extend the time limit.
1.17 If production source materials are delivered in other than electronic form by the Client and the Client does not request them to be returned within the time limit of 3 months from the date when the work was taken over by the Client, the Contractor is authorized by the Client to arrange for disposal of production source materials without the Client’s entitlement to damages.
1.18 Data of which electronic production source materials are made up will be archived by the Contractor for one year for reprints of the work if need be; after the lapse of this period the Contractor is authorized by the Client to arrange for the disposal thereof. However, the Contractor is not liable for damage to or a loss of production source materials and has the right to require new production source materials from the Client for the purpose of making reprints.
1.19 The Client is obliged to ensure that the publication contains data specified by the law (Section 2 of Act No. 37/1995 Coll.).
1.20 The Contractor will be designated in the publication as follows:
Print and binding: Finidr, s.r.o., Český Těšín.
1.21 In the case of failure to observe the provision of 1.20 the Contractor reserves the right to add the missing data.
2 DELIVERY AND PAYMENT TERMS
2.1 The Contractor is entitled to charge the price for the work on the day when he fulfils his obligation to perform the work by completing it properly and handing over the subject of the work to the Client under the conditions as specified by the Contract for Work.
2.2 The Client is in default of taking over the subject of the work if he, in contravention of his obligations, fails to take over performance offered properly from the Contractor. If the Client is delayed in taking over the subject of the work, the Contractor is entitled to charge the price of the subject of the work on the day when the Client became delayed in taking over the subject of the work.
2.3 The price of the work is payable based on the Contractor’s invoice – tax document and the Client undertakes to pay for it within 14 days unless a different time limit is agreed in the Contract. In case of doubt, the invoice – tax document is deemed to be delivered to the Client on the third day commencing its sending by the Contractor to the Client’s address as specified in the Contract.
2.4 In case that the Client is delayed in paying the price of the work based on the Contractor’s invoice – tax document or a part thereof a contractual penalty has been agreed between the Contractor and the Client by which the Contractor undertakes to pay the Contractor 0.1 % of the sum specified on the Contractor’s invoice – tax document per each day of his delay.
2.5 In case that palettes owned by the Contractor are used for shipping the subject of the work records of these pallets as returnable packaging will be kept and the pallets will be returned by the Client within 30 days commencing the date of shipping as specified on the delivery note. Should the Client fails to keep the specified time limit, the Client will be charged an amount of CZK 440 per unit (+ VAT) for the unreturned pallets and the Client undertakes to pay the price for the unreturned palettes which the Contractor has been charged on the basis of the Contractor’s invoice within the due period as specified on the invoice.
3 PERFORMING AND HANDING OVER THE WORK
3.1 The performance place of the work is the Contractor’s production premises in the place of his seat in Český Těšín.
3.2 The place of handing over the work to the Client is the Contractor’s production premises in the place of his seat unless otherwise specified by the Contract. The Client or a third person authorized to do so by the Client in writing is obliged to take over the subject of work in the Contractor’s place. If the Client fails to take the subject of the work over in the Contractor’s place within the agreed time limit, he is in delay and bears the risk of damage to the work, no matter what is the cause of damage arisen, for the period of his delay.
3.3 If the Contract stipulates the Contractor’s obligation to send the subject of the work to a place specified by the Client (the Client’s warehouse) or to other places specified by the Client (such as a distributor’s warehouse), the Client is obliged to hand a written distribution list over to the Contractor at least three days before the work completion deadline. The written distribution list must contain the following data: the handover place address (the distributor’s name and seat) and the name of the employee authorised to take over the subject of the work. Should the Client fails to fulfil this obligation, the Contractor’s production premises in the place of his seat are agreed to be the place of handing over the subject of the work to the Client, where the Contractor shall fulfil his obligation to hand the subject of the work over by sending a written request to the Client to take over the subject of the work.
3.4 If it is agreed in the Contract that the Contractor is obliged to send the subject of the work to the place specified by the Client, the Contractor’s obligation to perform the work is fulfilled by handing over the subject of the work to the carrier for transport unless it is agreed in the Contract that the Contractor’s obligation is fulfilled by handing over the subject of the work in the place to which it should be delivered according to the Client’s written instructions (distribution list) handed over.
3.5 The risk of damage to the subject of the work passes to the Client on handing over the subject of the work.
3.6 The Client is obliged to inspect visually the subject of the work as soon as possible after the passage of the risk of damage to the work and to make sure of its properties and quantity. If the subject of the work is sent to the place specified by the Client, the Client may postpone the inspection until the subject of the work is delivered to the destination.
3.7 The Client is obliged to state his reservations in writing, if any, when taking over the subject of the work. Otherwise, the Client is deemed to take over the subject of the work without reservations.
3.8 The Contractor reserves the ownership right to the subject of the work. The Client only becomes the owner of the subject of the work on the day when the full price of the work is paid.
4 COMPLAINTS
4.1 Possible complaints about defects in the subject of the work can be made by the Client in writing without undue delay after founding them out but no later than within 20 days after the handover date of the subject of the work. The Contractor will make his statement on a complaint no later than within 10 days commencing the date when the complaint was made.
4.2 The Contractor is not liable for defects in the subject of the work if these defects have been caused by using the items handed over to the Contractor by the Client for processing. The Contractor is not also liable for defects caused by following unsuitable instructions given to the Contractor by the Client if the Contractor has notified the Client of the unsuitability of such instructions and the Client insisted on keeping them or if the Contractor could not have found out such unsuitability.
4.3 The Contractor is not liable for defects caused by improper storage or handling of the subject of the work after the Contractor fulfilled his obligation to perform the work.
5 OTHER ARRANGEMENTS
5.1 The quantity of the actually delivered subject of performance may differ from its quantity agreed in the Contract for Work as follows: by 4 % with a volume of 1 000 copies, by 2 % with a volume of up to 20 000 copies and by 1 % with a volume of over 20 000 copies. Should the Client excludes the possibilities of delivery of a quantity smaller than the ordered one in the purchased order, the Contractor is entitled to deliver double the mentioned positive difference between the contracted quantity and delivered quantity. Should the Client excludes the possibility of delivering a quantity greater than the ordered one in the purchase order, the Contractor is entitled to deliver double the mentioned negative difference between the contracted quantity and delivered quantity.
5.2 If production in progress is stopped at the Client’s request or the Client restrains the Contractor from continuous work due to repeated delays, the Contractor is entitled to withdraw from the Contract and to charge the Client for all costs accumulated plus a 10 % margin to reimburse for the loss in profits.
5.3 The Contract for Work is withdrawn from or the delivery date is changed also in the case of delayed payments for such previous supplied products where the payment thereof was not made within 20 days after the due date of the invoices made.
5.4 Should any of the Contracting Parties is unable to meet its obligations resulting from this Contract due to Force Majeure (natural disasters, malicious acts of third parties, etc.), such Contracting Party is freed from its obligations arising out of the Contract for Work for the period of existence of such barriers and within the extent of their effects.
5.5 The Client is responsible for owning the licence to copy and distribute the work provided by the author of the work.
5.6 If any Contracting Party sends a consignment using a postal service provider, the consignment is deemed to arrive on the third working day after sending. If, however, a consignment has been sent in this way to an address in another state, the consignment is deemed to arrive on the fifteenth working day after sending.
5.7 The Contracting Parties have expressly agreed that the limitation period for exercising the rights arising out of this Contract is 3 (three) years and begins to run on the date on which the right may be exercised for the first time.
5.8 The Client expressly declares that he takes over the risk of a change in circumstances within the intention of Section 1765 of the Civil Code.
5.9 The Client is not entitled to set off unilaterally any of his claims arising out of this Contract against the Contractor´s claim.
6 FINAL PROVISIONS
6.1 Legal relations not regulated by this Contract will be resolved in compliance with the provisions of Act No. 89/2012 Coll., the Civil Code, as amended.
6.2 The content of the Contract for Work is binding on both Contracting Parties. The content of the Contract cannot be changed in any other form than in writing. If the Contract or commercial terms and conditions stipulate a Contracting Party’s obligation to send in writing, notify in writing, hand over in writing or express in writing, the written form is also maintained when the legal act is made using electronic or other technical means enabling to capture its content and to determine the acting person unless otherwise stipulated by the Contract.
6.3 The validity of a legal act made in writing requires the signatures of both parties to the Contract. The signature of an acting person may be made by electronic means pursuant to special legislation.
6.4 The Client expressly declares that mutual performance provided for the Contractor is not grossly disproportionate to what the Contractor has provided for the Client.
6.5 Any disputes arising out of the Contract will be solved according to the applicable law of the Czech Republic by submitting a motion to the court competent according to the Contractor’s seat.
6.6 The Contract for Work comes into force on the day when signed by both Contracting Parties.
6.7 The Contract for Work is made in two copies; each party will receive one copy.
