TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY FOR TASTIMAGE CONFECTIONERY LIMITED (HENCEFORTH CALLED TI)
1. BASIS OF AGREEMENT
1.1 THE PRESENT TERMS AND CONDITIONS OF SALE AND DELIVERY APPLY AS OF JULY 1ST 2019 AND CONSTITUTE AN INTEGRAL PART OF ANY OFFER, SALE OR DELIVERY FROM TI TO TI’S CLIENTS AS THEY HAVE BEEN GIVEN A COPY, WHEN ENTERING INTO AN AGREEMENT, WHEN THIS DOCUMENT IS AN ADDENDUM TO THE SALES CONTRACT OR TO THE ORDER CONFIRMATION, OR WHEN OTHERWISE REFERRED TO.
1.2 IN ORDER TO BE VALID, CHANGES IN OR EXCEPTIONS FROM THESE TERMS AND CONDITIONS OF SALE AND DELIVERY MUST BE ISSUED OR CONFIRMED IN WRITING.
1.3 CHANGES IN EXISTING AGREEMENTS OF SALE OR DELIVERY MUST, IN ORDER TO BE VALID, BE ISSUED OR CONFIRMED IN WRITING.
2. OFFER VALIDITY
2.1 ALL OFFERS ARE SUBJECT TO CANCELLATION. UNTIL TI’S RECEIPT OF THE CLIENT'S’ ACCEPTANCE, TI HAS THE RIGHT TO CANCEL THE OFFER. TI WILL NOTIFY THE CLIENT IMMEDIATELY IF AN OFFER IS CANCELLED.
2.2 SHOULD TI MAKE AN OFFER STATING NO SPECIFIC DEADLINE FOR ACCEPTANCE, THE OFFER SHALL BE CANCELLED IF ACCEPTANCE HAS NOT REACHED TI WITHIN 60 DAYS FROM THE DAY THE OFFER WAS MADE.
3. PLACE AND TIME OF DELIVERY AND QUANTITY DELIVERED
3.1 UNLESS OTHERWISE AGREED IN WRITING, DELIVERY WILL TAKE TO THE ADDRESS GIVEN BY THE CLIENT.
3.2 THE DATES AND TIMEFRAMES INDICATED BY US ARE NON-BINDING, UNLESS THEY ARE EXPRESSLY AGREED IN WRITING. FIXED DATES SHALL NOT BE AGREED.
3.3 DELIVERY AND SERVICE DELAYS DUE TO MECHANICAL DAMAGE, ACTS OF GOD OR DUE TO EVENTS THAT MAKE DELIVERY CONSIDERABLY DIFFICULT OR IMPOSSIBLE FOR US - THESE ALSO INCLUDE SUBSEQUENTLY OCCURRING DIFFICULTIES IN MATERIALS PROCUREMENT, OPERATING FAULTS, STRIKE, BLOCKADES, AUTHORITY DEMANDS ETC. EVEN IF THEY OCCUR AT OUR SUPPLIERS’ OR SUB-SUPPLIERS’, SHALL NOT BE IMPUTED TO US EVEN WHEN TIMEFRAMES AND DATES HAVE BEEN BINDINGLY AGREED. THEY SHALL ENTITLE US TO POSTPONE THE DELIVERY, OR, RESPECTIVELY, SERVICE FOR THE DURATION OF THE OBSTRUCTION PLUS AND APPROPRIATE WARM-UP PERIOD OR TO WITHDRAW FROM THE AGREEMENT WHOLLY OR IN PART DUE TO THE AS YET UNFULFILLED COMPONENT.
3.4 IF THE OBSTRUCTION LASTS MORE THAN 3 MONTHS, THE BUYER SHALL BE ENTITLED FOLLOWING APPROPRIATE NOTICE TO WITHDRAW FROM THE AGREEMENT OVERALL OR FROM THE AS YET UNFULFILLED COMPONENT OF THE AGREEMENT.
3.5 WHERE NON-CONFORMITY WITH BINDINGLY AGREED TIMEFRAMES AND DATES CAN BE INPUTED TO US OR WE EXPERIENCE DELAYS, THE BUYER SHALL HAVE A CLAIM TO COMPENSATION FOR THE DELAY TO THE AMOUNT OF 0.5% OF THE NET INVOICED AMOUNT FOR EVERY COMPLETED WEEK OF THE DELAY, THE OVERALL MAXIMUM, HOWEVER, BEING 10% OF THE NET INVOICED AMOUNT OF THE DELIVERIES AND SERVICES AFFECTED BY THE DELAY. CLAIMS GOING BEYOND THIS, IN PARTICULAR COMPENSATION FOR DAMAGE CLAIMS OF WHATEVE NATURE, ARE EXCLUEDED, UNLESS WE ARE CHARGED WITH INTENT OR GROSS NEGLIGENCE.
3.6 THE DELIVERY TIMES SPECIFIED IN THE ORDER CONFIRMATION DEPEND ON THE EXISTENCE OF PRINT MATERIAL READY FOR PRESS OR OF PRODUCTION TOOLS. A DELAY IN THE DELIVERY OF PRINT MATERIAL CAUSED BY THE CLIENT MAY LEAD TO A LATER DELIVERY DATE, WHICH WILL NOT NECESSARILY CORRESPOND TO THE ORIGINAL DELAY CAUSED BY THE CLIENT. IN CASES WHERE TI IS IN CHARGE OF PROVIDING PRINT MATERIAL OR PRODUCTION TOOLS (SPECIALLY DESIGNED PRODUCTS), OBSERVANCE OF THE DELIVERY TIME PRESUPPOSES THAT THE CLIENT HAS GIVEN HIS/HER WRITTEN APPROVAL OF THE TRANSMITTED PRINT MATERIAL WITHIN THE TI DEFINED PERIOD OF APPROVAL.
3.5 TI SHALL AT ALL TIME BE ENTITLED TO MAKE PARTIAL DELIVERIES AND PARTIAL SERVICES AT ANY TIME. DELIVERY OF 15% MORE OR LESS IN THE QUANTITY OF THE GOODS ORDERED BY THE CLIENT SHALL CONSTITUTE PERFORMANCE OF THE CONTRACT BETWEEN TI AND THE CLIENT AND SHALL HAVE NO EFFECT ON THE UNIT PRICE. TI GUARANTEES DELIVERY OF THE EXACT QUANTITY ORDERED ONLY UPON FURTHER WRITTEN AGREEMENT.
3.5 DELIVERY IS WHEN TI HANDS OVER THE GOODS TO THE CLIENT OR TO A CARRIER ENGAGED IN THE CLIENT’S INTEREST. AT DELIVERY, THE RISK CONCERNING THE ARTICLES DELIVERED IS TRANSFERRED TO THE CLIENT. THIS ALSO APPLIES WHEN TI HAS ARRANGED THE CONVEYANCE.
3.6 DELIVERY SHALL TAKE PLACE AT THE EXPENSE AND RISK OF THE CLIENT. ANY TRANSPORT DAMAGE MAY ONLY BE ASSERTED
3.7 IN ACCORDANCE WITH THE EXISTING EU LEGISLATION, TI SHALL STATE THE CLIENT’S NAME IN “PRODUCED FOR”. BY THIS, PRODUCT RESPONSIBILITY IS TRANSFERRED TO THE CLIENT, WHO SHALL OF COURSE HAVE THE RIGHT TO RECOURSE.
4. CANCELLATION OF AND CHANGES TO ORDERS
4.1 CANCELLATION OF AND CHANGES TO ORDERS WILL GENERALLY NOT BE ACCEPTED. UNDER EXCEPTIONAL CIRCUMSTANCES TI WILL, UPON FURTHER AGREEMENT, ACCEPT CHANGES TO AND CANCELLATION OF ORDERS ON CONDITION OF THE CLIENT PAYING THE RELATED COSTS.
4.2 CANCELLATION OF OR CHANGES TO AN ORDER SHALL BE CONSIDERED FINAL ONLY UPON CONFIRMATION IN WRITING BY TI.
5. PRICES AND PAYMENT TERMS
5.1 PRICES STATED ON WWW.TASTIMAGE.COM/IN CATALOGUE, ARE SUBJECT TO CHANGE WITHOUT NOTICE.
5.2 PRICES STATED IN OFFERS ARE ONLY BINDING FOR TI IF THE OFFER HAS BEEN FINALLY ACCEPTED BY THE CLIENT WITHIN THE DEADLINE FOR ACCEPTANCE.
5.3 ALL PRICES ARE EURO PRICES AND EXCLUSIVE OF ANY LOCAL TAXES.
5.4 SHOULD THE ORDER BE SUBJECT TO SHORT DELIVERIES ON THE PART OF A SUB-SUPPLIER, TI RESERVES THE RIGHT TO ADJUST THE OFFER IN ACCORDANCE WITH ANY PRICE CHANGES MADE BY THE SUB-SUPPLIER. THIS RIGHT CONTINUES AFTER THE CLIENT HAS ACCEPTED THE OFFER, OFFERS WITHOUT SUCH RESERVATION ARE GIVEN ONLY UPON FURTHER AGREEMENT.
5.5 PAYMENT MUST BE MADE UPON THE SUBMISSION OF YOUR ORDER, WHICH WILL ONLY BE LAUNCHED IN PRODUCTION WHEN TI HAS ACKNOWLEDGED FULL PAYMENT OF THE ORDER AMOUNT, SEE ALSO PARAGRAPH 3.3 ABOVE.
5.6 PAYMENTS MADE BY CHEQUE, BANK TRANSFER OR OTHER MEANS OF PAYMENT ARE RECEIVED WITH THE USUAL PROVISO FOR REDEMPTION, AND FOR TI’S PART PAYMENT IS FINAL ONLY WHEN FULL REDEMPTION HAS BEEN MADE.
5.7 30 DAYS CREDIT ARE SUBJECT TO APPROVAL.
5.8 THE CLIENT IS NOT ENTITLED TO SET OFF ANY COUNTERCLAIMS AGAINST TI THAT TI HAS NOT ADMITTED IN WRITING, AND THE CLIENT HAS NO RIGHT TO WITHHOLD PART OF THE ORDER AMOUNT ON ACCOUNT OF COUNTERCLAIMS OF ANY KIND.
6. TI’S DELAY
6.1 THE DELIVERY TIMES STATED BY TI ARE BASED ON TI’S BEST ESTIMATE, INCLUDING INFORMATION OBTAINED FROM SUB-SUPPLIERS.
6.2 IF TI HOLDS THE RESPONSIBILITY FOR A DELAY OF DELIVERY, SEE PARAGRAPH 3.3, AND THE CLIENT WISHES TO MAINTAIN A BREACH OF CONTRACT CLAIM AGAINST TI, THE CLIENT IS REQUIRED, AFTER THE DELAY HAS OCCURRED, TO INFORM TI IN WRITING WITH A FAIR NOTICE OF NO LESS THAN 8 DAYS TO MAKE DELIVERY OF THE GOODS. NOT UNTIL THE EXPIRY OF THE NOTICE WITH NO DELIVERY MADE, SHALL THE CLIENT BE ENTITLED TO MAINTAIN A BREACH OF CONTRACT AGAINST TI. IN CASE OF A BREACH OF CONTRACT PARAGRAPH 11 OF THIS AGREEMENT APPLIES.
6.3 UNLESS OTHERWISE AGREED, A DELIVERY WHICH ACCORDING TO PARAGRAPH 6.2 DOES NOT ENTITLE THE CLIENT TO CANCEL THE AGREEMENT WILL IN EVERY RESPECT BE CONSIDERED ON TIME AND THE CLIENT HAS NO RIGHT TO EXERCISE ANY POWERS AGAINST TI.
6.4 IF A DELIVERY IS DELAYED DUE TO FORCE MAJEURE (SEE PARAGRAPH 6.6), THE DELIVERY TIME SHALL BE EXTENDED BY THE DURATION OF THE OBSTACLE. HOWEVER, BOTH PARTIES SHALL, WITHOUT ANY LIABILITY, BE ENTITLED TO CANCEL THE AGREEMENT, IF THE OBSTACLE HAS LASTED FOR MORE THAN THREE MONTHS. THIS CONDITION APPLIES WHETHER THE CAUSE OF THE DELAY OCCURS BEFORE OR AFTER THE EXPIRY OF THE AGREED DELIVERY TIME.
6.5 IN THE ABOVE-MENTIONED CASE, TI IS TO INFORM THE CLIENT OF CHANGES IN THE DELIVERY TIME WITHOUT UNDUE DELAY.
6.6 THE DELIVERY TIME FOR ANY ORDER IS SUBJECT TO FORCE MAJEURE E.G. STRIKE, LOCKOUT, WAR, RIOTS, FIRE, IMPORT/EXPORT RESTRICTIONS, TRANSPORTATION PROBLEMS, GENERAL SHORTAGE OR OTHER INCIDENTS, WHICH WOULD RENDER COMPLIANCE UNREASONABLY BURDENSOME. THIS RESERVATION ALSO APPLIES TO DELAYED OR INSUFFICIENT DELIVERIES FROM SUB-SUPPLIERS DUE TO CIRCUMSTANCES OF FORCE MAJEURE.
6.7 AN AGREED DELIVERY DATE IS SUBJECT TO CHANGE IF THE CLIENT WISHES TO MAKE CHANGES OR ADJUSTMENTS AFTER THE ORDER HAS BEEN PLACED.
7. CLIENT’S DELAY
7.1 PAYMENT MUST BE MADE BY THE CLIENT UPON EVERY DELIVERY IN ACCORDANCE WITH THE CONDITIONS STIPULATED IN PARAGRAPH 5. FAILURE BY THE CLIENT TO MAKE PUNCTUAL PAYMENT FOR A DELIVERY, SHALL ENTITLE TI TO STOP ANY FURTHER DELIVERIES.
7.2 IN CASE OF DELAY ON THE PART OF THE CLIENT (MORA CREDITORIS), TI RESERVES THE RIGHT, UNLESS HAS BEEN OTHERWISE AGREED IN WRITING, TO MAKE OUT AN INVOICE AS IF DELIVERY HAD BEEN MADE ON TIME.
8. DEFECTS AND INSUFFICIENCIES
8.1 THE CLIENT IS TO MAKE AN INSPECTION OF THE GOODS IMMEDIATELY UPON RECEIPT.
8.2 IF THE CLIENT FINDS DEFECTIVE ARTICLES, THE CLIENT MUST NOTIFY TI OF THE DEFECTS IN WRITING IMMEDIATELY AND NO LATER THAN THREE WORKING DAYS FROM THE DATE OF RECEIPT. PROVIDED THAT TI ACKNOWLEDGES THE DEFECT, THE CLIENT HAS THE OPTION OF A REFUND OF THE PURCHASE PRICE FOR THE DEFECTIVE ARTICLES OR OF ASKING TI TO REMEDIATE THE DEFECT (REPLACEMENT). IN EITHER CASE THE ORIGINAL GOODS MUST BE RETURNED. TI CAN, HOWEVER, REFUSE REMEDIATION OF THE DEFECTIVE ARTICLES, IF THE RELATED COSTS ARE UNREASONABLY HIGH. SHOULD THE CLIENT CHOOSE A REPLACEMENT, THE CLIENT MUST ACCEPT THE CONSEQUENT DELAY.
8.3 IF TI CANNOT ACKNOWLEDGE THE DEFECT, OR FOR OTHER REASONS DISPUTE REGARDING THE DELIVERED GOODS ARISES BETWEEN TI AND THE CLIENT, PARAGRAPH 11 OF THIS AGREEMENT APPLIES.
8.4 ALL PRODUCTS ARE SUBJECT TO MINOR DEVIATIONS IN TINT, SHAPE AND TASTE. THE CANDY FOIL CAN UNDER CERTAIN CONDITIONS AND WITH CERTAIN COLOURS EXHIBIT SOME SLIGHT SET-OFF. THESE DEVIATIONS AS WELL AS OTHER MINOR CHANGES IN APPEARANCE, DIMENSIONS OR WEIGHT ETC. SHALL GIVE THE CLIENT NO RIGHT TO EXERCISE ANY POWERS AGAINST TI, UNLESS THE PRODUCT HAS BEEN SIGNIFICANTLY CHANGED OR CHANGED ON POINTS OF FUNDAMENTAL IMPORTANCE TO THE CLIENT. A CONVERSION FROM PANTONE COLOURS TO CMYK OR THE LIKE IS LIKELY TO ENTAIL A DEVIATION FROM THE ORIGINAL COLOUR. SUCH DEVIATIONS CONSTITUTE NO DEFECT.
8.5 FOR THE PRODUCTION OF DIRECTLY DYED PRODUCTS (E.G. BONBON ROCK) ONLY EU APPROVED FOOD COLOURINGS ARE USED, WHICH MAY LEAD TO MORE SIGNIFICANT DEVIATIONS IN COLOUR THAN THE STANDARD DEVIATION, SEE PARAGRAPH 8.4. SUCH DEVIATIONS IN COLOUR CONSTITUTE NO DEFECT.
8.6 DEVIATIONS IN QUANTITY PER PACKAGE UNIT MAY OCCUR, AS THE WEIGHT PER PIECE MAY VARY. SUCH DEVIATIONS IN QUANTITY CONSTITUTE NO DEFECT. QUANTITY IS CALCULATED AS AN AVERAGE OF A TOTAL DELIVERY.
8.7 TI IS NOT RESPONSIBLE FOR DEFECTS CAUSED BY THE CLIENT’S NON-OBSERVANCE OF STORAGE GUIDELINES PROVIDED IN THE GENERAL PRODUCT INFORMATION.
8.8 IF THE CLIENT HAS DISCOVERED OR SHOULD HAVE DISCOVERED A DEFECT, BUT FAILS TO REPORT IT IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN PARAGRAPH 8.2, THE CLIENT CANNOT LATER HOLD TI RESPONSIBLE FOR THE DEFECT.
9. PRODUCTION TOOLS
9.1 PRODUCTION TOOLS SUCH AS DRAWINGS, SAMPLES, MOULDS, FOIL, BLOCKS AND PRINT ROLLERS ETC. ARE TI’S PROPERTY. THIS APPLIES REGARDLESS OF ANY POSSIBLE CONTRIBUTION TO THE PRODUCTION TOOLS MADE BY THE CLIENT OR A THIRD PARTY, FINANCIALLY OR OTHERWISE. TI RESERVES THE RIGHT TO USE THE PRODUCTION TOOLS TO PERFORM ORDERS FOR OTHER CLIENTS, THOUGH NOT WITHIN THE FIRST 6 MONTHS AFTER THE DELIVERY OF THE ORIGINAL GOODS.
10. PRODUCT CHANGES
10.1 TI RESERVES THE RIGHT WITHOUT NOTICE TO MAKE CHANGES IN THE AGREED SPECIFICATIONS, IF THIS CAN BE DONE WITHOUT DISADVANTAGE TO THE CLIENT.
11. LIMITATION OF LIABILITY
11.1 TI’S LIABILITY ONLY APPLIES TO CASES WHERE TI HAS SHOWN GROSS NEGLIGENCE INTENTIONALLY OR UNINTENTIONALLY, AND LIABILITY INCLUDES ONLY LOSS CAUSED DIRECTLY BY DEFECTS OR INSUFFICIENCIES ON TI’S SERVICES. TI ACCEPTS NO LIABILITY FOR LOSS OF PROFITS OR INDIRECT LOSS OF ANY KIND.
11.2 NEITHER PARTY SHALL BE CONSIDERED TO HAVE BREACHED ITS OBLIGATIONS TO THE OTHER PARTY, IF THE BREACH IS CAUSED BY CIRCUMSTANCES BEYOND THEIR CONTROL E.G. NON-EXISTENT OR INSUFFICIENT DELIVERY FROM THE SUPPLIER, WORK STOPPAGES, BAD WEATHER CONDITIONS, GOVERNMENT INTERVENTION, INTERFERENCE FROM PUBLIC AUTHORITIES, LABOUR DISPUTE, FIRE, IMPORT/EXPORT BAN, CURRENCY RESTRICTIONS, GENERAL LACK OF MATERIALS, TRANSPORTATION PROBLEMS ETC., AS THERE ARE CONSIDERED EVENTS OF FORCE MAJEURE.
12. WEBSITE, CATALOGUES AND DESCRIPTIONS
12.1 ANY DETAILS REGARDING PRICE, WEIGHT, COLOUR, TASTE, APPEARANCE AND DIMENSIONS ETC. PROVIDED ON WWW.TASTIMAGE.COM, IN CATALOGUES, DESCRIPTIONS AND PRICE LISTS ETC. ARE FOR INFORMATION PURPOSES ONLY AND SHALL BE BINDING ONLY WHEN EXPRESSLY REFERRED TO IN THE OFFER OR IN THE ORDER CONFIRMATION.
13. RESERVATIONS
13.1 TI MAKES RESERVATIONS FOR PRICING ERRORS AND ERRORS IN CURRENCY CONVERSION, TEXTS AND FACTS ON WWW.TASTIMAGE.COM AND IN TASTIMAGE CONFECTIONERY LIMITED CATALOGUES. EURO PRICES ALWAYS TAKE PRECEDENCE OVER CONVERTED CURRENCIES.
13.2 THE GOODS SOLD REMAIN TI’S PROPERTY UNTIL FULL PAYMENT HAS BEEN MADE.
14. VENUE
14.1 ANY POSSIBLE DISPUTES UNDER THE PRESENT OR RELATED AGREEMENTS SHALL BE RESOLVED BY THE CITY COURT OF COPENHAGEN OR THE COMMERCIAL COURT OF COPENHAGEN, IN THE FIRST INSTANCE, ACCORDING TO THE RULES OF THE ADMINISTRATION OF JUSTICE CONCERNING THE DISTRIBUTION OF CASES BETWEEN THESE COURTS.
GENERAL PRODUCT INFORMATION
TI DELIVERS ONLY FRESHLY MADE PRODUCTS AND THE DURABILITY THUS DEPENDS ON THE HANDLING OF THE PRODUCTS DURING TRANSPORT AND STORAGE BY THE CLIENT’S. DURABILITY AS INDICATED BELOW IMPLIES THE OBSERVANCE OF STORAGE INSTRUCTIONS.
OVERALL DURABILITY OF ALL CONFECTIONERIES EXCEPT CHOCOLATE: UP TO 12 MONTHS FROM THE DATE OF PRODUCTION PROVIDED THAT THEY ARE STORED IN A DARK ROOM WITH CONSTANT HUMIDITY BETWEEN 50-60% AND TEMPERATURE BETWEEN 15-18 DEGREES.
DURABILITY IS 6 MONTHS FOR SOLID CHOCOLATE AND 3 MONTHS FOR FILLED CHOCOLATE UNDER SIMILAR CONDITIONS.
REGARDING PRINTING AND COLOURS PLEASE NOTE:
BONBONS/CARAMELS: FLEXO PRINTING AND PRINTING WITH MIXED COLOURS MAY CAUSE MINOR DEVIATIONS FROM THE APPROVED MATERIAL. TI MAKE RESERVATIONS FOR COLOUR CHANGE - “FLAMES” - ON THE WINGS AND FOR THE SET-OFF OF CERTAIN SHADES.
BONBON ROCK/LOLLIPOPS: AS THE BOILED CANDY IS HANDMADE WRITING AND MOTIFS MAY BE CONSIDERABLY DISPLACED. SINCE THE ROCKS ARE NOT PRODUCED IN STANDARD COLOURS THE FINAL PRODUCT MAY DIFFER FROM THE APPROVED ONE.
TOPBOX: PRINT ON THE BOX IN CMYK COLOURS (4-C EUROPE). PRINT MAY BE SLIGHTLY DISPLACED IN THE PROCESS OF FOLDING AND ASSEMBLING. UNFOLDED BOX WILL BE FORWARDED FOR YOUR INFORMATION ONLY UPON WRITTEN AGREEMENT PRIOR TO FILLING. NO CORRECTIONS CAN BE MADE TO THE DESIGN AND APPEARANCE OF THE BOX AT THIS POINT.
CHOCOLATE SQUARES: PRINT ON FULL LINER IN CMYK (4-C EUROPE) ON A WHITE BACKGROUND. THE LOGO CAN BE SLIGHTLY DISPLACED DURING ASSEMBLY.
PRINTING IN CMYK COLOURS MAY DEVIATE FROM APPROVED LAYOUT AND FROM PRODUCTION TO PRODUCTION.
[WITH THE PUBLICATION OF THE PRESENT TERMS AND CONDITIONS PREVIOUS TERMS AND CONDITIONS ARE NO LONGER VALID.]
---------------------------------------------------------------------------------------------------------------------------