GENERAL TERMS AND CONDITIONS OF SALE (GT&C)
- LIMITATION OF POWERS
- ORDERING AND CONFIRMATION OF ORDERS
- Written order
- Confirmation of the order by the Supplier
- Acceptance of the offer by the Customer
- DELIVERY DATE
- Delivery date
- Supplier’s delay
- TERMS OF PAYMENT
- Advance payment
- Payment default
- Extension of the delivery term upon the Customer’s request
- PLACE OF DELIVERY, PLACE OF PERFORMANCE, TRANSFER OF LIABILITY, SHIPMENT, PARTIAL DELIVERIES
- Price change
- TERMS OF PAYMENT
- QUALITY OF GOODS
- PACKAGING AND PACKING
- LIABILITY FOR DAMAGET
- PRODUCTS SOLD BY THE BUYER TO THIRD PARTIES
- WITHDRAWAL FROM THE CONTRACT The Supplier may withdraw from the Contract without a notice period in the following cases:
- CONFIDENTIAL INFORMATION
- PROTECTION OF CONFIDENTIAL AND OTHER DATA
- CUSTOMARY PRACTICES
- DISPUTE SETTLEMENT, JUDICIAL JURISDICTION AND APPLICABLE LAW
- FINAL PROVISIONS
Unless agreed otherwise in writing, the terms and conditions below shall exclusively apply to the supply of goods, materials, to the performance of services (hereinafter referred to as the Goods), to the offers and other services of the company PREKOM d.o.o. or the supplier (hereinafter referred to as the Supplier) carried out for legal entities or natural persons.
The Customer’s general or specific terms and conditions shall not apply in this case.
The offers of the Supplier and orders of the Customer shall be deemed optional until accepted.
These General Terms and Conditions enter into force as of the date of confirmation of all these terms or as of the date of confirmation of the Supplier’s offer or acceptance of the Customer’s order.
A Customer is considered to be any natural person or legal entity who negotiates with the Supplier or receives an offer from the Supplier or places an order with the Supplier, irrespective of the fact whether a sales agreement is hereinafter entered into with the Supplier or not.
The Supplier is considered to be the company Prekom d.o.o.
The Goods under these General Terms and Conditions are considered to be goods from the Supplier’s regular range of products and goods manufactured to the Customer’s specification, which are entirely customized to the needs and desires of the Customer.
The employees, contractual representatives and contractual agents of the Supplier are not authorised to orally agree other terms than those stated in these written terms or in the Supplier’s offers.
Agreements are valid in written form only; the mere oral statements of the Supplier’s representatives shall not be legally upon the Supplier, except insofar as they are explicitly authorised to make such statements in writing.
The quotation documentation shall remain the property of the Supplier and may not be reproduced or distributed to third parties without the prior written consent of the Supplier.
The quotation documentation is protected under the copyright laws of Slovenia.
The Customer shall be required upon the Supplier’s written request immediately return the entire documentation in tangible form, including, but not limited to, all documentation, prospectuses, computer software, notes, prototypes, models, devices and their copies, in both electronic and physical form which were received by the Supplier, as long as there is no placement or realisation of an order based on the provisions of these General Terms and Conditions, or the documentation must be returned upon the Supplier’s request regardless of the previous provisions.
All technical documentation provided by the Supplier or listed in the Supplier’s catalogues or submitted to the Customer during negotiations to enter into a contract, purely and simply constitutes technical characteristics and attributes of Supplier’s products and does not constitute any guarantee in legal terms, unless provided otherwise.
VAll orders, which also include the Customer’s requests for issuing a quotation and the Supplier’s offer (hereinafter referred to as Orders or Contracts) shall be submitted to the Supplier in written form.
It shall be deemed that the order was placed in written form if it was submitted to the Supplier by mail, in electronic form or via fax.
The Customer must define the order clearly and unequivocally with all the necessary data, namely purely and simply about the item, quantity, the preferable delivery date, and the preferable delivery location, otherwise the Supplier shall be entitled to reject the order.
All other characteristics of the order, such as the price, confirmation of the preferable date and preferable location of delivery shall be left to the Supplier.
The Supplier undertakes, in the event of ordering goods from the regular range of products, to send an offer or rejection of the order to the Customer within 72 working hours following receipt of the order.
In the event of ordering goods manufactured to the Customer’s requirements and preferences, the Supplier undertakes to provide the Customer with an offer or the rejection of the order within 15 business days following receipt of the order.
The Supplier shall submit the offer or the rejection of the order in the same manner as the order was received.
In the event that the Supplier should fail to issue an offer or rejection of the order, the Customer’s order shall be deemed rejected.
The Customer undertakes to inform the Supplier of its acceptance or rejection of the Supplier’s offer within 72 working hours following receipt of the Supplier’s offer.
Should the Customer fail to notify the acceptance of the offer within the period referred to in the preceding paragraph, the offer shall no longer be binding upon the Supplier.
The Supplier shall be required to supply the goods which are the subject of the order within the period as agreed upon by the Customer and the Supplier in the Supplier’s offer.
If the commencement of the delivery term depends on the Customer’s fulfilment of certain obligations, such as either the delivery of the required data or advance payment or any other condition, the delivery term shall commence as of the date of meeting these requirements.
All orders are subject to commencement of the delivery date with a 100% advance payment or the issue of a 100% payment guarantee, unless agreed otherwise.
The agreed delivery term shall commence from the date of the Supplier’s confirmation of the order or acceptance of the offer.
Compliance with the delivery date is a prerequisite for timely and diligent fulfilment of the Customer’s obligations.
It shall be considered that the Supplier delivered the goods as of the date when the goods were dispatched by the Supplier.
The Supplier shall not be in delay with the delivery of goods if the reason for the delay lies in circumstances which cannot be influenced by the Supplier.
For example, untimely delivery of materials by the Supplier’s co-operators, force majeure, rejection or delay in issuing official authorisations, strikes at the Suppler, delays in shipping the goods shall be considered as reasons for delay which cannot be influenced by the Supplier.
In the case of delay of delivery of the goods, the Supplier undertakes to inform the Customer that a delay has occurred and set a new delivery date, unless the latter cannot be done due to objective circumstances.
The Supplier shall not be liable for damages that may occur to the Customer due to the delay in delivery of the goods.
In case of delay of delivery for reasons attributable to the Supplier, the delivery term may be extended for up to 7 days.
The Supplier who is in delay shall not be obliged to compensate the Customer for damages suffered due to such a delay.
In case of the Supplier’s delay, the Customer shall not be entitled to withdraw from the Contract, unless agreed otherwise in the Contract.
The Customer shall be required to pay a 100% advance for every order of goods, unless otherwise agreed in the Contract.
In case of the Customer’s payment default, the Supplier shall be entitled to refuse any new order placed by the Customer.
In the event that following the conclusion of the Contract it should transpire that the Customer’s insolvency endangers the payment of the Supplier’s invoices, the Supplier shall be entitled to decline the delivery of goods until the Customer settles all overdue liabilities and provides an advance for new orders of goods.
If goods manufactured according to the Customer’s requirements and preferences are to be delivered, and, following its acceptance of the offer, the Supplier already commenced production of the goods, and it is established before delivery that the has Customer failed to settle the agreed advance payment, the Supplier shall be entitled to withhold the delivery of goods and claim compensation for damages suffered due to production of the goods from the Customer.
The Supplier shall be entitled to temporarily suspend the delivery of goods should the Customer have any overdue and unpaid liabilities due to the Supplier from any previous deliveries or from any assumed/assigned claims until the liabilities are settled.
When the term for the delivery of the goods is extended upon the Customer’s request or there is a delay in accepting the goods, the Supplier may charge the Customer any additionally incurred expenses, such as storage or other costs or any damages suffered.
Costs of additional storage in case of storage at the Supplier’s location shall be charged to the Customer in the amount of 5% of the invoice value.
The Supplier shall be entitled to compensation of total damages if the latter exceed 5% of the invoice value.
The deliveries shall be performed EXW of the Prekom company in accordance with Incoterms 2000 unless agreed otherwise.
The place of performance is Horjul unless agreed otherwise.
The liability of the freight forwarder or carrier related to the subject of delivery shall pass in the event of delivery which is fare free with the hand over of goods to the Customer, namely no later than when the goods leave the Supplier’s production or warehouse. Selecting the means of transport and the transport route is left to the Customer and the latter shall be responsible for it.
Irrespective of the Customer’s requirement or regardless of the accepted order and contract following the completed delivery of goods within the agreed delivery term, the Supplier shall be entitled to carry out the delivery in the form of partial deliveries.
Notwithstanding the provisions of these General Terms and Conditions of sale, the Customer shall be required to assume the delivered goods even in the case of immaterial deficiencies.
In so far as the delivery of goods should not be possible in the foreseeable manner, at the foreseeable time and at the foreseeable location, the Supplier shall be authorised to carry out the delivery in any other appropriate manner, and the costs for this shall be charged to the Customer, whereby the Customer may in advance express another method of delivery.
The prices of the Supplier shall be understood as net prices EXW Prekom including packaging unless agreed otherwise with respect to packaging.
The prices do not include customs duties, charges or similar fees.
The costs of installation are not included in the prices indicated unless agreed otherwise.
In the event that the prices increase from the date of confirmation of the order or the acceptance of the offer due to an increase in the input prices of intermediate goods or energy-generating products, the Supplier shall be entitled to increase the prices of its goods that are on stock and scheduled for delivery to the Customer or are in the stage of execution of the order for the same percentage as was the increase of the costs of input intermediate goods or energy-generating products. The Supplier undertakes to provide the Customer with competitive terms of cooperation throughout the entire duration of the cooperation.
Prices for the delivered goods shall apply only in the event that the Customer accepts and actually assumes the quantity of goods listed in the order; otherwise, the Supplier shall be entitled to increase the prices accordingly.
The supplier undertakes to issue the invoice to the address specified in the order, namely individually for each delivery.
Unless otherwise agreed in writing, the invoices fall due on the date of issue in the net amount without deduction.
With all orders, the delivery shall be carried out subject to advance payment or cash on delivery, unless agreed otherwise.
If the Customer is in default with the payment, the Supplier shall be entitled to charge default interest from the date the payment deadline expires until payment is received in accordance with the laws of the Republic of Slovenia.
In the event of complaints, the Customer shall be required to pay the part of the invoice that relates to the indisputably supplied goods or materials or services rendered.
The quality of goods shall be determined by the Supplier and the Customer based on the relevant product quality criteria.
The Supplier shall guarantee to the Customer that the goods supplies meet the technical standards applicable as at that date and are free from defects which may occur due to the implementation which does not correspond to the specification, inadequate materials or poor processing. The quality of goods and their compliance with the technical documentation shall be proven with the corresponding documents.
Obvious defects must be reported in writing to the Supplier immediately upon receipt of the goods.
The Supplier shall not be liable for defects in the event of untimely notification of defects.
The Supplier shall provide a 12-month warranty, unless a longer period is prescribed by law.
Unless stipulated otherwise in item 12, the provisions of the law shall apply with regard to material and legal defects.
In the event of timely notification of any defects, the Supplier undertakes to remedy the defects in a reasonable period or replace the goods.
The Supplier shall not be liable for defects resulting from incorrect or inadequate use of the goods, incorrect installation of goods, coincidence, off-label use, negligent use, maintenance, improper other equipment to which the goods are built-in or linked to, incorrect construction solutions of the Customer, inadequate location of use, or due to chemical, electrical, electronical impacts on the goods.
The Supplier shall not be liable for immaterial deviations from the agreed quality at minimum impact on the applicability of goods.
In the event that the Customer or a third party performs installation, alterations, conversion or repairs on the goods of the Supplier by itself or through unqualified personnel, the Supplier shall be free of any liability.
The Supplier shall provide a warranty for repairs and spare parts to the same extent as for the initial subject of supply, however only within the warranty period of the latter.
At the time of the complaint, the Customer shall be obligated to allow the Supplier upon its request to inspect the goods subject to the complaint, acceptance of goods and review of supporting documents. Until the acceptance of goods subject to complaint, the Customer bears the full risk of coincidental destruction of or damage to property.
The Supplier shall be required to provide adequate packaging of goods, so that the goods cannot be damaged during transport in a way that they could become useless.
If the price of goods does not include packaging, the Supplier shall be required to indicate that separately on the invoice.
In case of returnable packaging, the packaging is excluded from the price. The Customer shall be required to return the returnable packaging to the Supplier at its own expense.
Unless stipulated otherwise in these General Terms and Conditions, the Customer shall have no right to compensation for damages regardless of any legal reasons.
The Supplier shall not be liable for any potentially incurred indirect damages, neither for the damages due to loss of profit or any other pecuniary loss of the Customer.
The Suppler shall allow the Customer to sell the goods which are the subject of this Contract to third parties.
A Customer who sells the Supplier’s products to third parties, and thus does not buy the products for purposes of its own use, may not process or alter the products without the Supplier’s consent.
A Customer who sells the Supplier’s products to third parties must sell the Supplier’s products under the Supplier’s brand “PREKOM”, and may not modify the designation of the product on any of the Supplier’s products.
The Supplier shall allow the Customer to sell the goods in its own packaging, however it must be evident from the packaging that the goods were manufactured by the Supplier.
a) If the Customer initiates and/or enters into bankruptcy, compulsory composition or liquidation or any other winding-up proceedings,
b) If the Customer attempts or transfers the benefit from the business transactions entered into on the basis of these General Terms and Conditions of Sale to a third party;
c) If the Customer’s ability to carry out its obligations under the legal transactions concluded on the basis of these General Terms and Conditions of Sale should be hindered by state, judicial, administrative authorities of the area;
d) If the Customer commits a material breach of any of its obligations of business transactions entered into on the basis of these General Terms and Conditions of Sale;
e) If the Customer changes the place of registration and the latter has an impact on the Supplier’s interest;
f) If the Customer’s ownership structure should change in any way and the latter has an impact on the Supplier’s interest;
g) If the Customer fails to achieve the purpose from the business transactions entered into on the basis of these General Terms and Conditions of Sale. The Supplier shall inform the Customer of its withdrawal in writing.
The confidential information exchanged between the Supplier and the Customer include, but are not limited to, financial data, business plans and strategies, business operations and systems, trade secrets and information related to sales representatives, employees, customers and suppliers or supplier’s technology, such as for example, discoveries, innovations, improvements, research, development, know-how, models, product specifications, software, codes, schematics, drafts, prototypes, devices, hardware, technical documentation and manufacturing processes.
The Supplier shall be entitled to submit data of the Customer to third parties for the needs of its own promotion and if required so by the regional laws, and in particular, the Supplier shall be entitled to use and submit the data about the Customer to insurance companies, banks and other financial organisations.
The Customer may not disclose, distribute or publish confidential and other information received during negotiations with the Supplier on the conclusion and realization of business cooperation to any natural person or legal entity without the prior written consent of the Seller, except to its own employees who are bound to comply with these provisions; in addition, the Customer may not use confidential information for any other purposes.
The Customer agrees in order to prevent any unauthorised disclosure of confidential information to act with a reasonable measure of due diligence, and in no instance with a lower degree of due diligence than applied in protection of its own most confidential information.
The customary practices for commodities are herewith excluded.
In case of doubt when interpreting the provisions of these terms, the provisions of INCOTERMS 2000 shall apply.
The provisions of the Code of Obligations and other statutory instruments of the Republic of Slovenia shall apply to anything not governed by these General Terms and Conditions.
The contractual relationships entered into pursuant to these General Terms and Conditions shall be decided upon under the laws of the Republic of Slovenia.
The court in Ljubljana, Slovenia shall have subject-matter jurisdiction in case of dispute settlement before the court.
These General Terms and Conditions of Sale may also be found on the Seller’s website and are an Annex and an integral part of every offer, contract and order.
The parties may with special arrangements in the contract regulate individual provisions differently as defined by these General Terms and Conditions of Sale.