§ 1 Application
These General Terms and Conditions shall apply to agreements between the DM company, DMF, and DMF’s customers, the Customer, if not otherwise agreed in writing between the parties or specified in the tender. The provisions herein govern the production and distribution of direct advertising, provision of addresses, sale of addresses and – in applicable parts – to other services related to direct advertising.
§ 2 Tenders
2.1 Tenders submitted by DMF shall remain valid and binding upon DMF for thirty days from the date of tender, if not otherwise stated on the tender and if not superseded by any intervening agreement.
2.2 Should a tender or request require special resources or subcontractors, the Customer shall be notified whether DMF intends to request compensation for work performed by DMF or the subcontractor to produce the tender in the event that the tender does not lead to an order. The Customer shall notify DMF of non-acceptance of this condition within ten days of the date of notice.
2.3 Acceptance of the tender/order shall be in writing if so requested by DMF.
§ 3 Scope and performance
3.1 The scope of DMF’s commission shall be determined by agreement between DMF and the Customer.
3.2 DMF shall perform the commission according to professional standards and according to specified deadlines and shall endeavor to obtain the most favorable terms possible when purchasing goods or services on the Customer’s behalf. Minor deviations from agreements shall not be considered a defect, inadequacy or delay if there is no express guarantee in the agreement between DMF and the Customer concerning the matter.
3.3 Materials provided by the Customer shall be delivered undamaged and appropriately packaged for shipping, freight ex works DMF's warehouse. If the material is shipped on pallets, EUR pallets shall be used. The pallets shall be strapped in a satisfactory manner and marked with a list of contents including type and quantity. Pallets and packaging will be returned only upon the Customer’s request and at his expense.
§ 4 Price and payment
4.1 Prices stated by DMF on price lists, tenders, etc., do not include value added tax, advertising tax, or other public levies if not otherwise specified on the price lists, tenders, etc.
4.2 The costs of packaging, freight and postage for items distributed shall be paid by the Customer. Postage and freight shall be paid in advance and prior to scheduled distribution date. Should DMF not receive payment in advance, the Customer shall be obliged to pay a surcharge, currently three percent of the total postage and freight costs as of the scheduled date of distribution or shipping and upon expenditures.
4.3 Invoices from DMF shall be paid within ten days of the date of invoice. Penalty interest shall be charged on all past due amounts at the prevailing minimum lending rate plus eight percent.
4.4 Should the Customer become insolvent or if it can be reasonably presumed on other grounds that timely payment will not be made, DMF shall have the right to discontinue the work and request acceptable collateral or terminate the agreement.
§ 5 Address material
5.1 The extent, quality and currency of address material are approximate in relation to the information given in material provided by DMF or as stated in the agreement between DMF and the Customer.
5.2 Address material shall be produced in the manner stated in material provided by DMF, as an address directory, or according to agreement. DMF assumes no liability, beyond the provisions stated therein, for whether the specified target groups correspond to actual quantity.
5.3 “Mandatory distribution” shall apply to certain target groups in accordance with the provisions stated in material provided by DMF as an address directory, or according to agreement between DMF and the Customer. Pursuant to the regulations of the Swedish Data Inspection Board, the source of the address shall be printed on the address label. Should the Customer order address labels not bearing the source of the address, or printouts of addresses by other means, the Customer shall assume liability for stating the source of address on each item sent.
5.4 Rights to all address material, address directories, follow-up lists and other materials protected under the law shall accrue to DMF and such materials shall not be used by the Customer for purposes other than those stated in material provided by DMF or in the agreement between DMF and the Customer. The Customer shall agree to not use the material provided to establish or update an address database and to not sell or otherwise transfer the material to a third party. The material shall be delivered in a condition which makes it possible for DMF to monitor compliance with these rules.
In the event of unauthorized used of material provided by DMF, the Customer shall be obliged to pay a penalty to DMF equal to ten times the amount charged by DMF for the material; however, the penalty amount shall not be less than one base amount pursuant to the Swedish Public Insurance Act (1962:381).
The preceding shall also apply in applicable parts to materials provided by DMF acting as a reseller for the Customer.
§ 6 Postal returns
DMF shall refund, after DMF’s invoice has been paid, the address costs paid by the Customer for returned items that are surrendered to DMF, unopened and stamped as returns by the Swedish Post Office, no later than 45 days from the withdrawal date. Compensation for the cost of addresses purchased by DMF from a supplier shall be limited to the amount of compensation paid to DMF by the supplier. The preceding shall apply to items dispatched using address material as specified in § 5.
§ 7 Commissions for telemarketing and market surveys shall be subject to separate terms and conditions, which shall be provided in conjunction with agreement between the parties concerning project start and project duration.
§ 8 Discretion
DMF shall not reveal to another party any information concerning the Customer’s marketing plans, the results of promotional campaigns, etc., without the Customer’s consent. However, after the promotional campaign has been carried out, printed material produced or planned by DMF on behalf of the Customer may be shown to other parties if not specifically prohibited by the Customer.
§ 9 Insurance
9.1 DMF shall be obliged to maintain business insurance including (1) property casualty insurance for loss due to fire, water, robbery and burglary, and (2) transport insurance. DMF shall be liable towards the Customer in accordance with the terms of the insurance policy, which have the following limits of cover:
Property: SEK 100,000
Transport: SEK 100,000
9.2 Any additional insurance cover applicable to the Customer’s material, including databases, shall be the sole responsibility of the Customer.
§ 10 Liability and disclaimers
10.1 DMF’s liability for injury caused by defect, inadequacy or delay not covered by insurance in accordance with article 9.1 herein, which shall be predicated upon determination of fault, shall be strictly limited to an amount no higher than the amount charged by DMF for its own labor expended for the commission or, in the event of partial defect, the defective portion thereof. Additional limitations of DMF’s liability in accordance with the preceding paragraph are set out in articles 10.2 – 10.8 and paragraph 11.
10.2 The Customer shall be responsible for the weight, measure, quality, content, value and quantity of material provided by the Customer. DMF shall be entitled to count the material to verify such information, at the Customer’s expense. Relevant information on transport documents shall not constitute proof towards DMF unless DMF has inspected and approved the same. DMF shall be liable to prevent loss or damage to the material only within the bounds of insurance in effect pursuant to article 9.1 herein.
10.3 Any database belonging to the Customer taken into custody by DMF for database maintenance or other purposes shall remain the property of the Customer and shall be used by DMF only in accordance with the Customer’s instructions.
DMF shall be liable to prevent loss or damage to the database only within the bounds of insurance in effect pursuant to article 9.1 herein. Upon request by DMF, the Customer shall be obliged to make and retain a copy of the database.
10.4 DMF shall not be liable for injury caused by property provided by the Customer or for delay due to failure to provide such property in a timely manner. In the event of delay of delivery of such property, DMF shall be entitled to compensation from the Customer for any increase in costs caused thereby and/or postponement of delivery date and, if the delay affects co-distribution planned by DMF, for any loss suffered as a result.
10.5 DMF’s liability towards the Customer for injury caused by any subcontractor engaged with the explicit or reasonably presumed knowledge of the Customer shall be limited to the liability of the subcontractor towards DMF. DMF shall have the right to refer the Customer to any reservations made by such a subcontractor with respect to tolerances.
10.6 DMF’s liability towards the customer shall cease immediately upon delivery of items to the Post Office, means of transport, or to a distribution organization as instructed by the Customer for forwarding or delivery. DMF shall under no circumstances be held responsible for the delivery procedures employed by the Post Office.
10.7 DMF shall be liable only for defect, inadequacy or delay which may be considered significant according to proven professional experience. DMF shall under no circumstances be held responsible for injury to a third party or other indirect injury.
10.8 In the event of an error in completion of delivery or performance of commission, DMF shall be entitled to correct the error, provided that such does not entail unreasonable inconvenience to the Customer.
§ 11 Force majeure
The following circumstances shall constitute grounds for relief should DMF’s fulfillment of its contractual obligations be thereby prevented, significantly impeded or become significantly more expensive:
Labor conflict or any other circumstance beyond DMF’s control, such as fire, war, mobilization or equivalent military conscription, requisition, confiscation, currency restrictions, riot or uprising, shortage of means of transport or supply of goods or energy, breakdown of machinery with unique function which could not be predicted or prevented by means of professional maintenance, delay in delivery from subcontractors for reasons here cited, or deliveries not made by subcontractors due to insolvency or bankruptcy. The occurrence of such a circumstance shall release DMF from obligation to pay compensation for omitted or delayed performance and shall entitle DMF to a reasonable extension of delivery deadlines.
§ 12 Complaints
12.1 The Customer shall lodge any complaint concerning an order confirmation or invoice submitted by DMF within ten days of receipt.
12.2 The Customer shall lodge any complaint concerning defect or inadequacy of performance within twenty days of receipt or performance.
12.3 The Customer shall lodge any complaint concerning delayed delivery within ten days of becoming aware of the delay.
12.4 Failure to lodge a complaint within the specified time shall be considered acceptance.
§ 13 Disputes
Any dispute arising from the legal relationship between the Customer and DMF shall be settled by a Swedish court and shall be governed by Swedish law.
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