GENERAL DELIVERY TERMS OF AEPPI (ASSOCIATION OF ESTONIAN PRINTING AND
Approved at the AEPPI’s council meeting on 15 April 2016
The AEPPI’s general delivery terms are copyrighted and are only intended for use by the members of
the Association of the Estonian Printing and Packaging Industry.
“Delivery Terms” means the terms and conditions that regulate the sale of services and products of
the members of the Association of the Estonian Printing and Packaging Industry and the rights and
obligations of the Parties.
“Contractors” means the members of the AEPPI.
“Clients” means natural and legal persons commissioning works, products and services from the
“Party” or “Parties” means the Contractor or the Client individually or the Contractor and the Client
“Works” means the works, products and services commissioned by the Client from the Contractor.
“Offer” means an offer within the meaning of the Law of Obligations Act. An offer is a proposal to
enter into a contract in a manner which is sufficiently defined and which indicates the intention of the
offeror to be legally bound by the contract to be entered into if the proposal is accepted.
“Order” means an acceptance within the meaning of the Law of Obligations Act. An acceptance is
assent to enter into a contract indicated by a direct declaration of intent or by an act.
Unless otherwise provided in the contract entered into between the Client and the Contractor, the
Client and the Contractor shall be guided by the terms and conditions laid down herein. In the event of
conflict between the Delivery Terms and any special agreements, the provisions of the special
agreement shall prevail. An agreement whereby the Parties derogate from the provisions set out in the
Delivery Terms shall be entered into in writing or in a format which can be reproduced in writing. A
failure to comply with this formal requirement shall make the corresponding agreement null and void.
2. Offer and price
2.1. An Offer shall be made in a format which can be reproduced in writing. An Offer shall be valid for
30 days from the day on which it was made, unless otherwise specified in the offer.
2.2. A reply to the Offer containing any additions, restrictions or proposals shall not be binding on the
Contractor; any such reply shall be deemed to be a counteroffer made by the Client.
2.3. The acceptance of the Offer, i.e. the Order, shall be sent by the Client to the Contractor in a
format which can be reproduced in writing.
2.4. If models or samples are commissioned from the Contractor over and above the usual Offer, the
Client is obliged to reimburse the Contractor for the expenses incurred in connection therewith (in
accordance with the price list or the estimate for the works) even if the Client cancels the Order.
2.5. The content of the Offer is confidential and the Parties do not have the right to use it to their own
advantage for any other purposes or to disclose it to third parties.
2.6. Any proposals, drawings, models or other preparatory materials accompanying the Offer shall be
the property of the Party and the other Party does not have the right to use them to its own advantage
for any other purposes or to disclose them to third parties (unless a subcontractor is required for the
performance of the Works).
2.7. After the Offer has been accepted, the contract between the Parties is deemed to have been
entered into. As regards the terms and conditions not contained in the Offer, the Parties shall be
guided by these Delivery Terms unless agreed otherwise.
2.8. The Offer shall contain the price and payment terms. The Offer shall specify whether the price is
inclusive or exclusive of VAT. The Offer shall set out the deadline for completing the Works as well as
the delivery and storage terms.
2.9. The Contractor has the right to increase the agreed price to cover justified additional expenses if
the Client has been promptly notified thereof and has not immediately objected to those additional
2.10. Unless the Parties agree otherwise, the Client shall organise the transportation of the Works and
cover the transportation and storage expenses.
3. Performance, submission and acceptance of Works
3.1. As regards the performance of the Works, the Parties shall be guided by the relevant provisions of
the Law of Obligations Act.
3.2. The Client is obliged to accept the Works at the agreed time and place. If the Client breaches the
said obligation, the Contractor has the right to request reimbursement for the relevant expenses. If the
Client does not accept the Works after the expiry of the agreed deadline for more than 90 calendar
days, the Contractor has the right to dispose of the Works and demand compensation for damage
from the Client.
3.3. The Works shall be submitted and accepted (except in the case specified in clause 3.2) by means
of signing the acceptance report or the accompanying document by the Parties. The Works are
deemed to have been submitted to the Client even if the Client has not accepted the Works or has not
signed the acceptance report/accompanying documents and 5 days have elapsed from the agreed
deadline for accepting the Works.
4. Liability of Parties. Complaints
4.1. The Parties shall be liable for direct documented damage caused to each other by defective
performance of the Contract. The Parties shall not be liable for indirect damage caused to each other
(e.g. lost profits, disrupted economic activities, etc.).
4.2. The Parties shall make their complaints to each other in writing sending them to the address
specified in the contract or, if no address is specified in the contract, to the address specified in the
register. A complaint may also be emailed to the email address specified in the contract. In the event
of a dispute, the person making the complaint shall prove the filing of the complaint. Complaints
relating to the quality of the Works shall be filed by the Client no later than within 7 seven days of
acceptance of the Works or of them being deemed accepted in accordance with clause 3.3 hereof.
4.3. The Works inconsistent with the terms and conditions of the contract shall be returned by the
Client to the Contractor by agreement between the Parties or at the request of the Contractor within 14
days of acceptance of the Works. The Works to be returned shall be submitted to the Contractor under
an instrument (hereinafter “Instrument of Return”) that shall specify the reason for return and shall be
signed by the Parties. The signing of the Instrument of Return shall not be deemed to mean that the
Contractor admits the defects in the Works. If the Contractor does not agree with the Client’s
complaint, the Contractor shall notify the Client thereof within three days of signing the Instrument of
Return. In such a case the Parties shall agree on how to settle the dispute in accordance with clause
4.4. The Contractor shall not be liable for non-compliance of the Works with the contractual terms and
conditions if such non-compliance occurs due to defective materials sent by or unclear directions given
by the Client. Minor deviations from the outcome of the Works agreed by the Parties shall not give the
Client the right to withdraw from or cancel the Contract.
4.5. If the Contractor does not agree with the Client’s complaint as regards non-compliance of the
Works, the Parties shall commission an expert opinion from an independent expert (the Expert
Committee of the AEPPI shall be consulted and its composition shall be acceptable to both Parties).
The expenses relating to the expert assessment shall be covered by the Party which loses the debate.
The expert opinion shall be final and binding on Parties and shall not be challenged.
4.6. If it is not possible to settle the differences between the Contractor and the Parties, such
differences shall be resolved by the court.