General terms and conditions of sale of the company Labelprofi d.o.o.
Validity since 1.6.2024
1. Content and Validity of General Terms and Conditions
1.1. General Terms and Conditions (hereinafter: GTC) apply to all relationships between the company LabelProfi, proizvodnja in storitve d.o.o., Ozare 18a, 2380 Slovenj Gradec (hereinafter: the provider) and clients unless otherwise agreed between the provider and the client (customer) for a specific case. In case of doubt, only agreements in written form will be considered.
1.2. The GTC apply to all agreements and contracts concluded from the day of publication of these terms on the website https://www.labelprofi.com/splosni-pogoji-poslovanja-podjetja-labelprofi-doo.
1.3. The GTC prevail over the client's general terms and conditions of business and/or any other conditions referred to by the client, which are without any legal effect unless otherwise agreed upon in writing between the provider and the client.
1.4. It is deemed that the client is aware of the GTC in case the provider notifies them in any correspondence (whether by email, regular mail, fax, or any other means ensuring that the client receives the message) that the GTC are an integral part of the agreement and are published on the website www.labelprofi.com.
1.5. Any amendment or deviation from the GTC must be agreed upon in writing.
1.6. The invalidity of any individual provision of these GTC shall not affect the validity of the remaining provisions of these GTC.
2. Offers and Orders
2.1. The provider sends the client (customer) a non-binding offer or pro forma invoice (hereinafter: offer) in response to their inquiry, which includes a description of the final goods, quantity, price, possible delivery time, the validity of the offer, and other data in accordance with the client's inquiry.
2.2. The provider's offers are not binding. Offers become binding only upon the provider's confirmation of the order or a written and signed contract, as specified in the following sections of these GTC (Offers and Orders).
2.3. Offers are valid for 8 days from the date of the offer, unless otherwise specified in the offer itself. After this period, the provider reserves the right to change the price of the offer.
2.4. The confirmed price applies under the conditions agreed upon at the time of the order confirmation. The provider has the right to change the price of the goods in case of any changes in quantity, technical specifications, design, specific characteristics or intended use of the goods, and changes in the place of delivery or other technical, commercial, or logistical processes.
2.5. All offer prices are stated in EUR without the prescribed value-added tax, which is calculated separately unless explicitly stated otherwise for the individual price.
2.6. An order is considered complete if it contains all the information necessary for the production of the goods, especially but not limited to: quantity, all data for printing and finishing, and the time and place of the intended delivery.
2.7. An order is put into processing upon receipt of all necessary data for the production of the goods.
2.8. The provider performs the service and delivers the goods based on the content of the written order, in which the client refers to the provider's offer number, of which the General Terms and Conditions of Labelprofi d.o.o. are a part. In the case of reprints, the client must also state the seller's or their own codes of the ordered goods.
2.9. An order is considered confirmed when the client approves the technical drawings (soft proof) of the ordered goods. By confirming the technical sheet, the client assumes responsibility for the content and technical correctness of the final product. The image of the product on the sheet serves as a preview. Minor colour deviations from the final product are possible.
2.10. In the case of prepayment, the order is considered confirmed after the technical sheet is approved and the payment is received.
3. Order Confirmation
3.1. By signing the order confirmation, the provider is bound to the order, which is also binding for the client (customer). All supplements and changes to the order require written confirmation from the provider.
3.2. Order confirmation is considered the first completed service, thus incurring related costs.
4. Order Changes
4.1. If significant changes regarding the scope, print run, or type of paper occur before the start of printing, this will be treated as a new order, and the original order will be entirely cancelled.
4.2. If the client wishes to make significant changes to the submitted order before printing starts, any additional costs incurred will be charged. If the provider is unable to execute the new order due to objective reasons (capacity, order of paper, etc.), the client may either insist on fulfilling the original order or cancel the order under the conditions specified in section 5 of the GTC.
5. Cancellation/Withdrawal from the Order
5.1. If the client cancels the order partially or entirely before the start of printing, they are obligated to pay the costs of the order (paper, etc.) as well as a cancellation fee amounting to 10% of the cancelled production value (order value minus material costs).
5.2. For partial or complete order cancellations up to 2 days before the scheduled shipment, the provider charges 60% of the cancelled production value plus any costs already incurred in the order – for partial or complete cancellations 1 day or less before the scheduled shipment, the provider charges 100% of the production value plus any costs already incurred.
6. Samples and Drafts
6.1. The costs of samples and drafts of printed materials are borne by the client in all cases unless explicitly agreed otherwise.
7. Copyright
7.1. The client is solely responsible for verifying the copyright of used materials concerning the reproduction of the order, processing, alteration, or other usage of all printing bases. The client must indemnify the provider against any potential third-party claims for breaches of copyright and related rights or personal rights protection and must promptly inform the provider of such claims, otherwise, they must compensate for any damages incurred by the provider as a result. The client is solely responsible for the content (image and text) of the ordered printed product.
8. Instructions for Preparing Print Files
8.1. Current guidelines for preparing and submitting print data are published on the provider's website www.labelprofi.com.
8.2. The client must prepare their print files using appropriate software tools and deliver them in the correct file format. The acceptable format is PDF (extension .pdf). Typographies (fonts) should be converted to curves or included with the print file as agreed. The colours used should be in the CMYK colour space or specified in correctly labelled PANTONE shades.
8.3. Bitmap images used in the print files must be converted to CMYK colour space with a resolution of at least 300 DPI.
8.4. In the files for printing and finishing, the cutout area must be clearly marked with a vector curve and appropriate SPOT colour.
8.5. In files with special finishes (hot stamping, screen printing, cold stamping, partial varnishing...), each finish must be marked with a properly named SPOT colour.
8.6. If the print data provided by the client is not in the required file format, is of poor quality, or is not prepared in accordance with the instructions for file preparation published on the website www.labelprofi.com, any additional work by the provider will be charged according to the seller's current price list.
8.7. The provider commits to storing the print files for up to 12 months from the last order. After this period, the provider may remove the files from their archive without prior notice.
8.8. The provider is not responsible for errors due to incomplete, incorrect, or inaccurate data provided by the client (both content and technical data), and their liability for damages in such cases is excluded.
9. Storage of Order Documentation (Bases), Print Products, Printed Bases and Tools
9.1. After completing the order, the provider assumes no responsibility for third-party data, data carriers, and other items whose return is not requested by the client. Clichés for hot stamping and blind embossing, screens, and cutting tools required for the execution of the order remain the property of the seller and are stored by the provider for a period of thirteen (13) months after the last delivery. After the expiration of the thirteen (13) month period from the last order, they will be disposed as waste. The client will be notified 30 days before this deadline.
10. Delivery Time and Deadlines
10.1. Informative delivery times are specified in the official offer from the seller as part of the basic conditions.
10.2. The parties shall mutually agree on the delivery time for each individual order. If the client does not specify a desired delivery time, the provider will set the delivery time, which is part of the order confirmation and cannot be contested by the client after order confirmation. In case of force majeure (unforeseeable circumstances) or events beyond the provider's control, the delivery time may be extended.
10.3. Unless otherwise agreed in the order confirmation, the delivery time begins when the provider has all the necessary working materials and information for order execution and the client has settled all outstanding payments (e.g., prepayments, balances for previous orders), but no earlier than the date of order confirmation.
10.4. Fixed deadlines must be explicitly agreed upon in writing; otherwise, agreed delivery times are only indicative.
10.5. In the event of delivery delays, the client must provide the provider with an appropriate additional deadline. The provider is not responsible for exceeding the delivery deadline if it was caused by the client's failure to cooperate or by changes to the order requested by the client. Additional costs incurred as a result will be borne by the client.
11. Delayed Acceptance
11.1. The client must immediately accept goods sent or prepared for acceptance in accordance with the contract or agreement. If this obligation is not fulfilled, the shipment is considered accepted on the day it should have been accepted according to the contract; at this point, the risk of accidental destruction or damage to the goods transfers to the client.
11.2. In the event of an anticipated delay in acceptance or inability to accept due to force majeure, the provider is entitled to store the goods at the client's expense and risk, either themselves or with a freight forwarder.
12. Insurance
12.1. Transport insurance is provided only at the explicit request and expense of the client.
13. Payment Terms
13.1. The provider issues invoices on the delivery date of the product. The invoice must be paid by the due date, otherwise the client is charged statutory default interest. The usual payment term is 7 days from the invoice date unless otherwise agreed between the parties. Payment is considered made when the money is received in the provider's bank account.
13.2. The provider reserves the right to request prepayment. The provider is not obliged to fulfill the order before receiving the agreed prepayment. In any case, the consequences of non-payment fall entirely on the client (e.g. delivery delay, etc.).
13.3. If the client has outstanding overdue obligations to the provider, the provider has the right to halt the delivery of goods.
13.4. Offsetting (compensation) is possible only if confirmed in writing by the provider. The client can claim offsetting only based on undisputed legally determined claims.
13.5. If during the contractual relationship the client's economic conditions, creditworthiness, or payment ability deteriorate, or if payment is at risk, the provider is entitled to demand prepayment, shorten the payment term, or cancel the order.
14. Deliveries
14.1. Unless otherwise specified in the offer, order confirmation, or agreed in writing, delivery/shipment is considered EXW (Incoterms). If the shipment is delayed due to reasons on the client's part, the risk transfers to them at the moment the goods are ready for shipment.
14.2. All offered prices include delivery costs to the client or agreed location, unless otherwise agreed between the parties.
15. Delivery Above or Below Agreed Quantity
15.1. The client is obliged to accept and pay for over-delivery (excess copies that, under normal circumstances and according to industry standards, exceed the agreed number of copies) or under-delivery up to 5%. The invoice is issued based on the agreed price per piece.
16. Complaints
16.1. The client must immediately inspect the received product in the usual manner and file a complaint if it deviates from the order; the defect must be immediately reported in writing. If the complaint is due to the client providing the provider with a PDF file or material for print preparation that does not meet the provider's instructions and requirements, the provider does not consider the complaint. Hidden defects must be claimed immediately upon discovery, but no later than six months after the goods have or should have left the provider's company.
16.2. A defect in part of the delivered goods does not justify a complaint about the entire delivery. The provider has the right to rectify defects for which they are responsible, at their discretion, through improvement or replacement delivery. If improvement or additional fulfilment is not possible or not timely, the client can withdraw from the contract or request a price reduction in accordance with legal regulations. Deviations in the composition (quality) of the paper or other material purchased by the client or provided by the provider at the client's request cannot be complained about if the deviations are within the permissible limits of the competent suppliers.
16.3. Insignificant deviations in colour reproduction from the original do not constitute a relevant defect. The same applies to minor deviations between trial prints and the print run, especially if the trial print paper and print run paper do not match, and between the final product on one side and the digital proof provided to the client for approval or the material provided by the client for the order (e.g., computer printouts, digital proofs).
16.4. The provider is not responsible for any damages caused by improper or inadequate storage of products by the client.
17. Limitation of Liability
17.1. Claims for damages are excluded unless the damage was caused intentionally or by gross negligence. The provider's liability for any damage that may occur to the client is in any case limited to the order value. Liability for lost profits, indirect or consequential damage, damages caused to third parties, lost savings, loss of interest, non-material damage, etc., is excluded in any case.
17.2. Any claims for damages must be reported to the provider within six months; otherwise; the client loses the right to enforce them. It is considered that claims for damages not reported to the provider within three months from the date the client became aware of them, or should have become aware, are in any case time-barred within six months.
18. Operational Disruptions/Force Majeure
18.1. If fulfilment of contractual obligations becomes difficult to impossible due to circumstances such as force majeure (e.g., war, energy shortage, sabotage, strikes, natural disasters, etc., or other unforeseen, extraordinary, and uncaused circumstances, e.g., material procurement issues, machine breakdowns, lack of transport means, etc.), these circumstances release the provider from complying with the agreed delivery times and prices. Any resulting extension of the delivery time does not entitle the client to cancel the order or hold the provider liable for any damage that may arise. If the service fulfilment is permanently entirely hindered, all of the customers are entitled to cancel the contract. Claims for damages are excluded in any case. The provider must immediately notify the client of the occurrence of such circumstances.
19. Assignment of Claims
19.1. The client undertakes not to assign any claims against the contractor to third parties without the contractor's prior written consent. The parties agree that all communications via appropriate telecommunication means (fax, email, social networks, web portals, etc.) are considered written.
20. Applicable Law, Governing Law, Jurisdiction
20.1. Matters not regulated by these GTC and for any disputes between the contractor and the client, the law of the Republic of Slovenia applies. The application of the United Nations Convention on Contracts for the international Sale of Goods (Vienna Convention/CISG) is expressly excluded.
20.2. In the event of a dispute between the contractor and the client, the court in Slovenj Gradec has local and substantive jurisdiction.
21. Language
21.1. The GTC are written in Slovene, English, German, and Polish. The only authentic text of these GTC is the version written in Slovene, which is also the only relevant version for interpretation and use in case of a dispute. The versions written in English, German, and Polish are for informational purposes only.
