1. GENERAL PROVISIONS
1.1 These General Terms and Conditions of Business Transactions govern the legal contractual relations between the Companies KIG podjetje za proizvodnjo in upravljanje družb d.d., Zagorica 18, 1292 Ig, registration number: 5034418000, VAT ID: SI 86115308, (hereinafter referred to as “KIG d.d.”) and MEBLO SIGNALIZACIJA, prometna signalizacija d.o.o. Nova Gorica, Kromberk, Industrijska cesta 5, 5000 Nova Gorica, registration number: 6137903000, VAT ID: SI 67338607 (hereinafter referred to as “MEBLO SIGNALIZACIJA d.o.o. Nova Gorica), acting in the Transaction as sellers (hereinafter each company separately referred to as “the Seller”), and between legal entities, independent entrepreneurs or natural persons, acting in the Transaction as buyers (hereinafter each subject separately referred to as “the Buyer”) of the Seller’s goods and services.
1.2 The General Terms and Conditions of Business Transactions refer to all relations between the Seller and the Buyer (hereinafter together referred to as “the Contracting Parties”), except if otherwise agreed between the Seller and the Buyer for each individual case. In cases of doubt, only agreements concluded in written form shall be considered to be special agreements between the Contracting Parties.
1.3 The condition for the application of these General Terms and Conditions of Business Transactions is that the Seller referred to them in the sales contract, offer or other documents (hereinafter referred to as “the Transaction”) on the basis of which the Transaction was concluded, and by so doing, the Buyer was given the opportunity to acquire knowledge of them, provided that they are published on the webpage of the Seller or delivered to the Buyer at or prior to the conclusion of the Transaction.
1.4 The Seller reserves the right to determine special terms and conditions for individual Transaction, which shall precede these General Terms and Conditions of Business Transactions in case of this Transaction. The stated shall also apply in case of any discrepancy between the provisions of individual Transaction and these General Terms and Conditions of Business Transactions.
1.5 The Special Terms and Conditions of Sale under point 1.4 apply to authorised organisations ordering registration and test plates from the Seller KIG d.d. (authorised organisations are Buyers – authorised subjects who obtain a prior approval of the Road Safety Agency for the carrying out of procedures for registration of motor vehicles and their trailers), as set out in the Framework Agreement on the Production and Supply of registration and test plates for motor vehicles and their trailers, No. 2430-13-9000066 of 23.1.2014, concluded between the Ministry of Infrastructure and Spatial Planning, Langusova ulica 4, 1535 Ljubljana, and the Seller KIG d.d., and in the Mutual Contract on the Production, Storage, Supply of Registration and Test Plates and Destruction of Registration Plates for Motor Vehicles and their Trailers, concluded between the Seller KIG d.d. and the authorised organisation.
1.6 The Seller shall not acknowledge any terms and conditions of the Buyer, opposing these General Terms and Conditions of Business Transactions or deviating from them, except if set out in these General Terms and Conditions or if explicitly confirmed by Seller in writing.
2. QUOTATIONS AND ORDERS
2.1 The period of the Seller’s quotation validity is limited to seven (7) days, unless otherwise provided by the quotation.
2.2. The Buyer’s order shall be submitted in writing and sent to the address of the Seller by means of post, telefax, electronic mail or according to the settled business practice. The order may also be submitted orally, provided that the Buyer pays the entire purchase price prior to the dispatch of the goods. The order shall provide reference to the quotation number or the Seller’s serial number (if the products are already being manufactured) and shall contain a detailed description of the product from the price list. In addition, it shall define at least the following: number of pieces, desired delivery date, place of delivery, method and deadline for payment as well as the mandatory information of the Buyer.
2.3. The order shall be kept in written or electronic form at the registered office of the Seller. Upon request, the Buyer may obtain access into the original or obtain the copy or the copy of the order may be sent to the Buyer by post, e-mail, or fax.
2.4. Technical documentation, drawings, designs, pictures and corresponding descriptions delivered to the Buyer in the quotation phase or for the purposes of order, shall remain in the possession of the Seller. Such documentation shall be made available to the Buyer for internal use only and in accordance with the purpose for which it was obtained. The stated documentation remains the property of the Seller and the Buyer shall ensure that third parties do not have access to this documentation (neither to the original nor to the copy or in any other form of reproduction). In case of misuse the Seller shall reserve the right to claim damages.
2.5 The Seller MEBLO SIGNALIZACIJA d.o.o. Nova Gorica shall prepare quotations for traffic signs in accordance with the requirements of the applicable Rules on Traffic Signs and Equipment on Public Roads (Official Gazette of RS, No. 99/2015; hereinafter referred to as “the Rules on Traffic Signs and Equipment on Public Roads”), and shall prepare such quotations contrary to the requirements of the Rules on Traffic Signs and Equipment on Public Roads only upon explicit request of the Buyer according to its instructions, whereby the Seller shall assume no liability or complaints for such products. The provision of this point shall be applicable from 05.07.2016 onwards.
2.6 A catalogue of traffic signs and an order wizard for traffic signs on the webpage of the Seller MEBLO SIGNALIZACIJA d.o.o. Nova Gorica (http://meblosignalizacija.si/) are for information purposes only. For the determination and selection of the right traffic sign the Buyer shall take into account the provisions of the Rules on Traffic Signs and Equipment on Public Roads applicable from 05.07.2016 onwards.
3. CONCLUSION AND AMENDMENT OF TRANSACTION
3.1 The Seller shall supply or provide goods or services in accordance with the Transaction.
3.2 The Transaction between the Seller and the Buyer shall be deemed to have been concluded when the Contracting Parties agree on essential elements of the Transaction or when the Seller receives a written statement from the Buyer that its quotation is accepted or that it orders the goods or services according to the quotation of the Seller.
3.3 If the Buyer orders the goods with special characteristics or special services (e.g. nonstandard goods or services), such order shall be deemed to be accepted only with the Seller’s explicit written confirmation of such special order.
3.4 If goods or services are ordered, where there are changes of order possible during the execution or where the Buyer’s confirmation of final product is necessary (e.g. confirmation of prepared samples), the Transaction shall be deemed to be finally concluded after the last confirmation of changes of order or samples. If the preparation of the samples of goods or the preparatory works for the execution of services entails higher costs, the Seller reserves the right to charge the costs for the preparation of samples or for the preparatory works if the Buyer withdraws from the order after the preparation of appropriate samples or after the preparatory works.
3.5 The Seller may request additional collaterals in form of financial instrument agreed between the Contracting Parties, from the Buyer in order to secure the payment under Transaction. In such case, the Transaction between the Seller and the Buyer shall be deemed to have been concluded when the Buyer fulfils the insurance requirement and submits the agreed collateral to the Seller.
4. PRICE AND PAYMENT TERMS
4.1 Prices contained in the price list of the Seller shall be applicable, unless explicitly agreed otherwise between the Contracting Parties. All prices offered by the Seller are stated in EUR and do not include VAT.
4.2 The Seller reserves the right to change the prices and conditions stated in the price list, at any time.
4.3 Unless specifically agreed otherwise between the parties to the agreement, the seller is entitled to unilaterally adjust the prices for all transactions in the event that the cost of production increases by 2% or more over the past 2 months due to the rising cost of raw materials, materials, labor or energy.
4.4 If the Transaction was concluded by confirmation of individual Seller’s quotation, the price stated in this quotation, shall be applicable, unless the Buyer changes the order at any time during the procedure (from quotation till delivery) or other circumstances occur, which affect the price of the goods or services (including, but not limited to the changes in quantity, changes of Buyer’s technical documentation, changes of material type, additional requirements regarding the quality, etc.).
4.5 The Seller shall undertake to inform the Buyer in writing about any change in price prior to the delivery of goods.
4.6 The Seller shall issue an invoice for the delivery of the goods immediately upon the issue of goods or no later than within eight (8) days after the issue.
4.7 The Buyer shall be obliged to pay the purchase price according to individual invoices/pro forma invoices in accordance with the agreed payment terms on the bank account of the Seller, stated on the invoice/pro forma invoice. Payment deadline shall be deemed to be essential part of the Transaction.
4.8 If the payment deadline is not agreed by Transaction, it shall begin to run from the date of the issue of goods for the goods, sold by the parity EXW, or from the date of the issue of invoice. The date of payment shall be the date of the arrival of the payment on the bank account of the Seller.
4.9 The Contracting Parties agree that the Seller shall have the right to immediately and unilaterally refuse the sale of goods or execution of services and to stop all orders and deliveries if the Buyer is indebted or did not pay all its overdue obligations to the Seller, irrespective of their amount. In such case, the Buyer shall bear all costs and consequences, including (but not limited to) eventual commercial harm. Furthermore, the Contracting Parties agree that the Seller shall have the right to unilaterally refuse the delivery of goods or execution of services on deferred payment if circumstances occur, which strongly undermine the Seller’s confidence in the Buyer (e.g. substantial aggravation of the Buyer’s financial situation, Buyer’s illiquidity, blockade of any Buyer’s bank account, initiation of insolvency procedure against the Buyer), if, according to the assessment of the Seller, the Buyer’s rating has deteriorated, or if the Buyer does not submit appropriate collateral upon request of the Seller.
4.10 In case of occurrence of any of circumstances indicated in Point 4.8, the Contracting Parties may agree on further mutual business transactions with payment prior to the delivery (payment according to pro forma invoice) and the Seller reserves the right to determine the immediate maturity date for all outstanding obligations of the Buyer.
4.11 The Contracting Parties shall explicitly declare and agree that the Seller may set-off any obligation against the Buyer with its claims against the Buyer, arising from their mutual business transactions. The Seller shall undertake to inform the Buyer in writing about the executed set-off by submitting to it the appropriate specifications of claims ceased by the set-off.
4.12 In case of late payment the Buyer shall be obliged to pay the legal interest on late payment arising from the date of delay onwards, as well as all costs related to the recovery of payment and reminders. For each reminder sent to the Buyer due to late payment, the Seller can demand from the Buyer the reimbursement of the reminder costs in the amount of EUR 50.00.
4.13 If the Buyer has outstanding debts or is late in paying, the Seller shall have the right to use the Buyer’s means of payment for the repayment of the oldest and outstanding debts of the Buyer, including the interest and eventual recovery costs.
4.14 The Buyer coming from the EU member state and requesting an exemption from VAT shall submit all the required legal documentation that enables the Seller to fulfil all legal and financial (tax) requirements regarding the exemption from VAT. This relates in particular to the evidence of delivery of the goods within the European Union, VAT ID number or to any specific exemption from tax linked to the Buyer.
5. DELIVERY DATE
5.1 The Seller shall deliver the agreed quantities and types of goods to the Buyer or execute services within the agreed delivery date and in accordance with the agreed parity. The delivery date shall begin to run on the date of the conclusion of Transaction or, in cases under Point 4.3 of these General Terms and Conditions of Business Transaction, on the date of the final change of the order.
5.2 The Seller reserves the right to change the agreed delivery date in case of the change of order by the Buyer or in case of unpredictable obstacles that occur beyond the Seller’s will and the nature of which essentially affects the fulfilment of obligations. The Seller shall be obliged to immediately inform the Buyer of any occurrence and cessation of such obstacles. On the basis of such obstacles communicated to the Buyer, the Buyer shall not be allowed to file a claim for compensation of damages incurred after the delivery date has been exceeded.
5.3 The informative and non-binding delivery date for standard pieces shall be three (3) weeks form the conclusion of Transaction or ten (10) working days from the conclusion of Transaction for traffic signs. Standard pieces in terms of previous sentence are pieces for which the Seller already has an opened serial number, which were manufactured in at least one series (sample products are not included) and provided that the purchase of input materials in insured (standard materials are held in stock or have delivery deadlines shorter than four (4) working days), or the pieces shall be deemed to be the standard pieces of traffic signs if they are ordered in accordance with the requirements of applicable Rules on Traffic Signs and Equipment on Public Roads applicable from 05.07.2016 onwards.
5.4 The delivery date shall be confirmed separately for each order by means of an order confirmation due to the fluctuations of the order volume. The Buyer may give his comments as regards the order confirmation (price, delivery date) within 3 calendar days. If the Buyer does not respond to the confirmation within the agreed deadline of 3 calendar days, he will be deemed to have given his consent. Changes are not permitted after the order confirmation has been confirmed (withdrawal, changes of the product plans, changes of the volume, price, etc.). If the Buyer decides to change the volume or the content of the order after the expiration of the deadline for the order confirmation, he shall bear the total costs of such change.
5.5 The manufacturer shall reserve the right to increase the price accordingly if the Buyer requests a deadline that is shorter than the standard delivery date.
5.6 The agreed delivery date shall not be deemed to be the essential part of the contract in terms of Article 104 of the Code of Obligations, unless agreed between the Contracting Parties with special clause (e.g. “no later than”, etc.).
6. PLACE AND METHOD OF DELIVERY
6.1 Unless otherwise separately agreed between the Contracting Parties, the Seller shall sell the goods according to parity EXW warehouse at the seat of the Seller (INCOTERMS 2010) or according to the parity CPT warehouse at the seat of the Buyer (INCOTERMS 2010) for orders with the value over EUR 100.00 for traffic signs of the Seller MEBLO SIGNALIZACIJA d.o.o. Nova Gorica.
6.2 Unless otherwise determined by these General Terms and Conditions of Business Transactions or by agreement between the Contracting Parties, the provisions of trade clauses Incoterms 2010 shall be applicable to the transfer of responsibility for the goods (risk of coincidental destruction or damage of goods and liability for damage) in accordance with the agreed parity.
6.3 If the Buyer fails to collect the goods within the delivery date, the Seller shall firstly remind it in writing of the collection of goods. If the Buyer does not collect the goods within five (5) working days from the receipt of the reminder despite the written reminder, the goods shall be deemed to be collected and the Seller shall have the right to charge to the Buyer the ordered goods as well as eventual additional costs of warehousing, processing or destruction of these goods. In case of late collection of goods, the risk of coincidental destruction or damage of goods shall be transferred to the Buyer on the first day on which the Buyer is late.
6.4 In case of parity according to which the transport costs are included in the price, the Seller shall be liable for the loss of delivery only if the goods under complaint were recorded as rejected already on the means of transport and if it was documented that the complaint occurred prior to the unloading. In case of complaint due to transport damages, it is necessary to acquire the signature of the carrier on the protocol or on the remark on the collection document at the collection of goods and to provide picture evidence of the damages of the goods already on the means of transport. The Buyer shall notify the carrier and the Seller of the damages or the loss of the delivery.
6.5 In case of parity according to which the transport or postal costs are included in the price and the delivery is sent through Pošta Slovenije or through other package deliverer, the Buyer shall be obliged to lay claim about the loss, damage or other discrepancies relating to the delivery in accordance with the General Terms for the Provision of a Universal Postal Service of Pošta Slovenije or with General Terms and Conditions of the package deliverer, otherwise the complaint shall not be accepted.
6.6 If individual product needs additional installation (e.g. electric installation at the Buyer, installation of lights, etc.) or fitting and the goods are delivered without such installation or fitting, the Seller shall be obliged to accompany the goods with instructions for installation or fitting. The Seller shall not be liable for damages or costs and shall not be obliged to accept complaints associated with false installation or fitting if the Buyer does not take into account the accompanying instructions.
7. PACKAGING
7.1 The standard packaging for the protection against damages during the transport of goods is included in the price of goods. In case of special requirements regarding the packaging, all costs shall be borne by the Buyer.
7.2 If the goods are packaged on pallets, the pallets shall be charged to the Buyer. The Buyer can return the pallets to the Seller within five (5) working days from the day of the collection of goods and the Seller shall issue the credit to the Buyer.
7.3 The removal of packaging after use (from the warehouse/construction site/other) shall not constitute costs of the Seller.
8. COMPLAINTS AND LIABILITY
8.1 The Buyer shall be obliged to carry out the quantity and quality control of the goods immediately after the receipt of the goods. Eventual evident defects shall be reported by the buyer in writing by means of a complaint protocol immediately after the collection but no later than within five (5) working days after the dispatch of the goods, otherwise the goods shall be deemed to be accepted and subsequent complaints regarding evident defects are not possible. The protocol with which the claim is laid to the defects on goods, occurred during the transport, shall be also signed by the carrier and all damages shall be documented with pictures in a manner that shows that the damages occurred during the transport.
8.2 The goods collected personally in the warehouse of the Seller, shall not be subject to the quantity complaints.
8.3 The Buyer shall criticize the hidden defects immediately after detecting such defect. The Seller shall not be liable for defects evident after six (6) months from the collection of goods of services.
8.4 The Seller shall consider the Buyer’s complaints only if they are submitted in writing, in due time and are grounded in accordance with the provisions of the Code of Obligations. The complaints shall always be made in writing, sent with registered mail to the business address of the Seller, including the complaint protocol and copy of invoice and a detailed description of the damage or defect on the article, and the Buyer shall enable the Seller to inspect the complained goods within a minimum of ten (10) working days after the receipt of complaint. The Seller shall not be obliged to consider inappropriately or incompletely documented complaints.
8.5 The Seller shall be obliged to respond to the complaint and to initiate the procedure of solving the complaint as soon as possible but no later than within ten (10) working days after the receipt of the complaint notice. The complaint shall be solved in reasonable period, i.e. in a period which is objectively necessary for the execution of procedures necessary for the determination of facts and solving of complaint.
8.6 The Buyer shall not return the complained goods to the Seller without its prior written consent. The Buyer shall be obliged to retain the goods until the resolution of the complaint and shall handle them with due diligence, otherwise the Seller shall have the right to reject the complaint.
The Seller shall reserve the right to reject the complaint in the following cases:
– If it finds out that the uselessness or the damage of the product is due to the improper or negligent conduct of the Buyer, the mechanical damages and defects in case of force majeure;
– If the goods were not returned in the original package;
– If the manufacturer drew the Buyer’s attention to the possibility of discrepancy of technical requirements the Buyer has prescribed and the Buyer did not take into account this warnings;
– If the goods were wrongfully selected or used in combination with products of other manufacturers;
– If the goods were improperly stored or placed.
8.8 In case of a justified complaint, the Seller shall have the right to choose to remedy the defect or to execute an alternate fulfilment. The Seller shall define whether it will replace the defected goods with new goods, remedy the defects on original goods or reduce the purchase price, on the basis of which the Seller shall issue a credit.
8.9 The Seller shall not be liable for any type of damage, neither direct nor indirect, which would be caused to the Buyer as a result of the Buyer’s delays or errors in fulfilling its contractual obligations, especially not for improper or inaccurate data, specifications, projects or any other information provided to it by the Buyer, unless the Seller has acted intentionally or with gross negligence.
8.10 The Seller shall not be liable for damages not caused directly on the goods, especially not for the direct damages or costs, lost profit and/or other pecuniary and non-pecuniary damages caused to the Buyer. The indicated limitation of liability shall not apply if the damage was caused intentionally or due to gross negligence. The exemption of liability shall also apply to workers, employees, agents and exercise assistants of the Seller.
8.11 The value of the Buyer’s claim for the complained goods and/or damages due to defects and/or delay in the fulfilment of contractual obligations cannot be higher than the value of the delivered goods.
9. RETENTION OF TITLE
9.1 The Seller shall retain the title to the delivered goods also after the delivery to the Buyer until the Buyer has paid the full purchase price as well as any other obligations, irrespective of their grounds.
9.2 In case of installation or fitting of the Seller’s products with other products, the Seller shall retain the title also to part of these products or to proportionate part of the new product. This shall also apply in the case when the Buyer treats, processes or installs the goods or changes the identity of the goods in any other way.
9.3 The Buyer shall properly store and adequately protect the goods subject to the title of the Seller against any adverse weather conditions, fire, theft, etc.
9.4 If during this time the Buyer sells the goods or other products on which the goods were fitted or installed in terms of Point 9.2 to any third party, it shall assign to the Seller all claims obtained from these third parties from the sale. The Buyer shall immediately inform the Seller about the occurrence of such claims. The Seller may compensate its claim for the payment of the purchase price together with interest and costs from the assigned claims. If it recovers a larger amount, it shall hand over the surplus to the Buyer on the next day. If the Buyer pays the entire purchase price of if after the entire payment from the assigned claims other assigned claims remain to the Seller, the Seller shall immediately re-assign claims to the Buyer.
9.5 If the Buyer has been declared bankrupt or is being compulsorily wound up or has his affairs administered by the courts, the Seller shall retain the title to the goods in the amount of all unpaid claims against the Buyer, arising from the delivery of goods or provision of services.
9.6 If the payment of the delivered goods is insured with financial instruments, the title of the Seller shall cease only after the payment of the Buyer or after the successful putting into effect of the insurance instrument.
9.7 If the Buyer does not respect mutual agreements, especially on the delay of payment, the Seller shall be entitled to take back the goods. By so doing, it shall be considered that the Seller has withdrawn from the Transaction, unless it explicitly states this in writing when collecting the goods.
9.8 The retention of title under Section 9 shall apply to all goods sold by the Seller, regardless of whether the retention of title was put down on the issued invoice for the delivered goods.
10. WARRANTY
10.1 If the Seller issues a warranty for the functioning of the product, the conditions indicated on the certificate of warranty or on the invoice shall apply for the enforcement of complaints.
10.2 The warranty shall not apply to products damaged during the transport, due to improper installation or application under conditions which are not normal as regards the information arising from the inquiry or order of the Buyer, as well as if the Seller’s instructions for use and maintenance are not observed.
10.3 In case of late collection of goods through the fault of the Buyer, the warranty period shall begin to run on a date on which the Buyer is late.
11. FORCE MAJEURE
11.1 In case of force majeure, the Seller shall not be obliged to provide the service or deliver the contractual quantities and types of goods to the Buyer nor to fulfil the delivery date. The Seller shall also not be liable for the damage caused by force majeure. Force majeure means circumstances which occurred due to the cause that lied outside the nature of things and the effect of which could not be expected, avoided or prevented (unpredictable and uncontrollable external actions).
11.2 The Seller shall inform the Buyer in writing about its failure to fulfil the Transaction due to force majeure.
11.3 The contractual obligation of the Contracting Parties shall be suspended over the duration of force majeure, with the exception of the payment obligation for goods already delivered or service already provided.
11.4 If the force majeure continues for more than one (1) month, the Contracting Parties shall agree on further faith of the Transaction. If the Contracting Parties fail to agree on further Transaction, each Contracting Party shall have the right to unilaterally withdraw from the Transaction by means of written notice to the other Party.
12. WITHDRAWAL FROM THE TRANSACTION
12.1 The Seller may withdraw from the Transaction without period of notice in the following cases:
a) If the Buyer does not fulfil/is not fulfilling the assumed obligations under the Transaction or breaches these obligations and does neither fulfil the obligations nor remedy the breaches within the additional deadline after the prior remainder from the Seller;
b) If the Buyer does not make payments within the deadlines and in the manner under the Transaction or accepted quotation even after the remainder of the Seller;
c) If the Buyer does not provide adequate payment insurance or additional payment insurance or corrected payment method upon the request of the Seller;
d) if compulsory settlement, bankruptcy or liquidation procedure or a winding-up procedure subject to the accelerated procedure has been initiated against the Buyer;
e) If, according to the assessment of the Seller, the Buyer becomes insolvent, although the insolvency was not established by judgment or if any other reasons exist, from which the Seller can validly presume that the Buyer will not be able to fulfil its obligations;
f) If the Buyer ceases to carry on business;
g) If the court enforcement order for the payment of debt was issued against the Buyer, due to which all its accounts are blocked for more than three (3) days;
h) If, following the assessment of the Seller, such negative developments occur in the economic, legal or staff situation of the Buyer or if any other such circumstances occur, due to which the Seller would or would be likely to be put in a significantly unfavourable position, or which would strongly undermine the Seller’s confidence in the Buyer and/or its ability to fulfil the obligations, or which could in any way threaten, aggravate or prevent the fulfilment of the Buyer’s obligations;
i) In case of change in control at the Buyer;
j) If the circumstances of Transaction changed in such a way that the original purpose due to which the Transaction as concluded, cannot be achieved;
k) In other cases determined in these General Terms and Conditions of Business Transaction or in mutual contract or in other cases indicated in the quotation of the Seller.
12.2 If the Seller withdraws from the Transaction, the Buyer shall be obliged to pay to the Seller for all late and outstanding obligations, for all the goods and services delivered or provided till then as well as to reimburse the Seller for all costs and damage resulting to the Seller from the withdrawal in cases under indents a), b), c), d), e), f), g) and h) under Point 12.1.
12.3 The Buyer may withdraw from the Transaction in the following cases:
a) If the Seller becomes unfit for the fulfilment;
b) If the execution of the subject of Transaction is suspended due to force majeure and the Contracting parties are unable to agree on the further faith of the Transaction in accordance with Point 11.4;
c) If the Buyer intends to stop the sale of the Seller’s products which the Seller has produced as non-standard pieces especially for the Buyer during a longer period of time, provided that it pays all outstanding obligations and obligations against the Seller, which are not yet due, and that it buys all the pieces produced in accordance with all types of the Buyer’s orders (also framework orders or forecasts).
12.4 The statement of withdrawal or termination shall be submitted with registered letter and shall enter into force on the day of the delivery to the Counterparty or on the day of first attempt of unsuccessful delivery of the registered mail if the delivery is not possible.
12.5 In case of termination of Transaction for whatever reason, all rights and obligations of the Contracting Parties, assumed or created during the validity of the Transaction, shall remain in force if not otherwise determined by the Transaction or by General Terms and Conditions of Business Transactions. The provision under this point shall be without prejudice to any other rights the Contracting Party would have in accordance with the applicable regulations.
13. PROTECTION OF PROFESSIONAL SECRECY and PERSONAL DATA
13.1 The Contracting Parties shall be obliged to protect the professional secrecies of the other Contracting Party, coming to their knowledge in connection with the fulfilment of obligations arising from the business relationship in accordance with these General Terms and Conditions of Business Transactions, and not to disclose these professional secrecies to any unauthorized third parties.
13.2 The professional secrecies include all documents and data relating to the Transaction as well as all business relations resulting from this Transaction. Beside the data defined by general acts of both Contracting Parties, all data which would obviously cause considerable damages if disclosed to unauthorized parties shall also be considered to be a professional secrecy.
13.3 The Contracting Parties shall explicitly commit themselves to notify the employees having access to the content of this relationship or participating in its implementation by virtue of their function, about the confidentiality of all documents and data.
The Buyer shall declare that its field of protection of personal data is regulated in accordance with the applicable legislation. The Seller commits himself to the protection of all personal data that will be used exclusively for the purchase purpose (order control, delivery of goods and similar).
13.5 The duty to protect professional secrecy and personal data shall not cease to be valid even after the termination of business relationship between the Contracting Parties.
13.6 In case of a breach of the duty to protect professional secrecy and personal data the Contracting Party shall be liable for damages caused to the Counterparty, and shall undertake to compensate the Counterparty for all the damages caused.
14. VALIDITY OF GENERAL TERMS AND CONDITIONS OF BUSINESS TRANSACTIONS
14.1 The General Terms and Conditions of Business Transactions shall remain valid indefinitely or until the entry into force of new or amended General Terms and Conditions of Business Transactions.
14.2 The Seller reserves the right to amend the provisions of these General Terms and Conditions of Business Transactions.
14.3 If any individual provisions of these General Terms and Conditions of Business Transactions are declared or prove to be partially or entirely invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions of Business Transactions.
14.4 The Seller will inform the Buyer about the intended amendment of these General Terms and Conditions of Business Transactions or about the implementation of new General Terms and Conditions of Business Transactions by way of publication on its websites http://www.www.kig.si/ and http://meblosignalizacija.si/ at least fourteen (14) days prior to the foreseen date of the implementation of amended or new General Terms and Conditions of Business Transactions.
14.5 When new or amended General Terms and Conditions of Business Transactions are announced or published, the Buyer may terminate the valid Transaction by submitting a written statement of termination prior to the foreseen implementation of new or amended General Terms and Conditions of Business Transaction by a ninety (90) days’ notice.
15. FINAL PROVISIONS
15.1 The Seller and the Buyer shall be bound only by those obligations indicated in these General Terms and Conditions of Business Transactions or agreed between them in writing, as well as peremptory provisions of the Code of Obligations and of other laws and regulations.
15.2 Each Contracting party shall be obliged to inform the Counterparty in writing about any change of information regarding its seat or any other data.
15.3 The applicable law for the interpretation and judgment of all provisions of these General Terms and Conditions of Business Transactions as well as for the relationships arising from all Transactions shall be the law of the Republic of Slovenia. The applicability of the United Nations Convention for the International Sale of Goods (CISG) shall be explicitly excluded with these General Terms and Conditions of Business Transactions.
15.4 The Contracting Parties shall resolve any disputes arising from the mutual Transaction in an amicable manner, otherwise the disputes shall be settled by the competent court in Ljubljana.
15.5 These General Terms and Conditions can be written in many languages. The Slovenian language shall always prevail in case of vagueness or discrepancy.
15.6 These General Terms and Conditions are published on the Sellers’ websites https://www.www.kig.si/ and https://meblosignalizacija.si/ and shall enter into force on 19.1.2017.
Ig, 15.2.2018 Nova Gorica, 15.2.2018
KIG d.d. MEBLO SIGNALIZACIJA d.o.o. Nova Gorica Marjana Novak, Director Tomaž Ocvirk, Director
Text of General purchase terms and conditions you can find below Sales terms
1.1 These General Terms and Conditions of Business Transactions of the Companies KIG podjetje za proizvodnjo in upravljanje družb d.d., Zagorica 18, 1292 Ig, registration number: 5034418000, VAT ID: SI 86115308, and MEBLO SIGNALIZACIJA, prometna signalizacija d.o.o. Nova Gorica, Kromberk, Industrijska cesta 5, 5000 Nova Gorica, registration number: 6137903000, VAT ID: SI 67338607 (hereinafter each company separately referred to as “the Purchaser”) shall apply to all legal contractual obligations between the Purchaser and its suppliers, subcontractors or sellers (hereinafter referred to as “the Suppliers”) for the purchase of material, products, semi-finished products and equipment or for the service contracts (hereinafter also referred to as “goods or service”), except if otherwise agreed by the Purchaser and the Supplier (hereinafter also referred to as “the Contracting Parties”) for each individual case. In cases of doubt, only agreements concluded in written form shall be considered to be special agreements between the Contracting Parties.
1.2 The condition for the application of these General Terms and Conditions of Business Transactions is that the Purchaser referred to them in the purchase contract, order or other documents (hereinafter referred to as “the Transaction”) on the basis of which the Transaction was concluded, and by so doing, the Supplier was given the opportunity to acquire knowledge of them, provided that they are published on the webpage of the Purchaser or delivered to the Supplier at or prior to the conclusion of the Transaction.
1.3 The purchaser reserves the right to determine special terms and conditions for individual Transaction, which shall take precedence over these General Terms and Conditions of Business Transactions in case of this Transaction. The stated shall also apply in case of any discrepancy between the provisions of individual Transaction and these General Terms and Conditions of Business Transactions.
1.4 These General Terms and Conditions of Business Transactions shall take precedence over or shall exclude potential general or special terms and conditions of the Supplier. The general or special terms and conditions of the Supplier shall be binding on the Purchaser only in case of explicit written agreement.
2. CONCLUSION AND AMENDMENT OF TRANSACTION
2.1 The Supplier shall supply or provide goods or services in accordance with the Transaction.
2.2 The Transaction between the Purchaser and the Supplier shall be deemed to have been concluded when the Contracting Parties agree on essential elements of the Transaction or when the Purchaser receives a written statement from the Supplier that its order is accepted.
2.3 Any amendments of the Transaction shall be made in writing. Any oral agreements which derogate from the provisions of these General Terms and Conditions of Business Transactions, shall not apply, unless they are also confirmed in writing.
3. ORDER
3.1 The Purchaser shall be obliged to define in a clear and unambiguous manner any order, by providing all necessary data concerning quality, quantity, price, delivery date for goods or service, time schedule, labelling and special terms and conditions of Transaction.
3.2 The Purchaser shall be obliged to provide the Supplier the appropriate technical documentation in due time, in so far as necessary for the provision of ordered services or the supply of certain goods.
3.3 Any rejection of order or partial rejection of order shall be submitted by the Supplier to the Purchaser with justification in writing no later than three (3) working days after the receipt of order.
4. SUPPLY OF GOODS OR SERVICE
4.1 The Supplier shall supply or provide the goods or service in accordance with the Transaction and time schedule (the time schedule is the schedule of the Purchaser, which includes deadlines for the provision of individual works or supply of goods and necessary interim quality controls) or date for delivery of goods or provision of service arising from the Transaction. The purchaser reserves the right to change the time schedule by notifying the Supplier of goods immediately and the subcontractor for the provision of services no later than five (5) working days prior to the beginning of the subcontractor’s works.
4.2 The Supplier shall undertake to inform the Purchaser in writing and in due time about all circumstances affecting or liable to affect the due and timely fulfilment of its obligations arising from the Transaction.
4.3 The Supplier shall be obliged to examine, prior to the delivery of goods or provision of services, whether the goods are consistent with technical documentation and order. When supplying goods or providing services, the Supplier shall not implement any changes without a written consent of the Purchaser.
4.4 If the supply deadline is exceeded / delayed, the Purchaser may wholly or partially withdraw from the contract and/or seek compensation for the actual and indirect damage. In case of delays of the Supplier, the Purchaser shall be entitled to impose a contract penalty charge of 0.5% of the total value of order for each start of the calendar day, when the supply of goods is delayed, but no more than 10% of the total value of order.
4.5 The Purchaser shall have the right to control the execution of orders at any time and the Supplier shall be obliged to enable such controls. If the Supplier is late with the supplies foreseen for collective dispatch with other orders due to the transport cost reduction, the increased transport costs for separate supplies shall be borne by the Supplier.
5. QUALITY CONTROL
5.1 The Supplier manufacturing individual semi-finished products or products for the Purchaser, shall allow the Purchaser to conduct an interim or final quality control at any time.
5.2 If necessary to ensure respect of contractual deadlines and required quality level and to limit the costs, the Purchaser may request from the Supplier at the conclusion of the Transaction to submit to it, prior to the beginning of works, a procedure for quality assurance, which defines all procedures for carrying out the activities affecting the quality of executed works, as well as the interim and final control.
6. PACKAGING OF GOODS
6.1 The packaging shall be environmentally sound in accordance with standards and positive legislation. Otherwise the Purchaser reserves the right to return the delivery/goods at the expense of the Supplier or to remove/entirely destroy it at the expense of the Supplier. Any change of the agreed packaging shall be subject to a written consent of the Purchaser.
6.2 The packaging shall correspond to the type and method of transport, so that the goods cannot be damaged or their functional value cannot be decreased during the transport. The Supplier shall be liable for any damage or loss of goods due to deficient or inadequate packaging.
6.3 Each packaging unit shall indicate relevant information from the order. Each delivery shall be accompanied by a delivery form and other documents in accordance with the order (technical instructions, quality certificates, attestations etc.).
6.4 The Supplier shall dispose of any package and environmentally unsound waste resulting from the use of hazardous substances of environmentally unsound packaging, at his own expense. If it fails to do so, the Purchaser shall be entitled to reimbursement of actual costs for removal or destruction of packaging.
7. GUARANTEE AND LIABILITY
7.1 The Supplier shall guarantee the quantity, quality and effectiveness of the ordered goods or service.
7.2 The Supplier shall be obliged to submit to the Purchaser on its request the entire attest documentation on the quality of the materials (certificates on material adequacy) which it uses in the production of semi-finished products or products, the documentation on executed works, as well as any other documentation requested by the Purchaser and relating to the quality and effectiveness of the ordered goods or service.
7.3 In executing the Transaction, the subcontractor shall undertake to respect the environmental management system in accordance with the standard ISO 14001 as well as other requirements defined in the system instructions submitted by the Purchaser. If additional introduction or training of Supplier is needed, it shall be carried out on the basis of prior agreement. The Supplier shall be obliged to act in accordance with these provisions and to provide the training of tis employees for such action.
7.4 If the Transaction is concluded for the final client IKEA, the Supplier shall be obliged to also respect and take into account the requirements of the standard IWAY and to allow the Purchaser the inspection, the interim and the final control of the execution of services or of the delivered goods.
7.5 Non-fulfilment of the requirements under points 7.3 and 7.4 by the Supplier reduces the Supplier’s rating as the Purchaser’s contractual partner and can thus represent a reason for the withdrawal of Transaction, whereby the Supplier shall be obliged to reimburse to the Purchaser all costs and damage resulting from such a withdrawal.
7.6 The Supplier shall undertake to solve any complaints arising from the executed deliveries of goods or services (guaranteed complaints) upon receipt of written request including also the complaint protocol. The Supplier shall solve all complaints in accordance with the applicable legislation and shall also respect all legal maturity dates in this context. The Supplier shall undertake to timely inform the Purchaser in writing about all relevant information related to the solving of complaints under this paragraph. The Purchaser reserves the right to remedy the deficiencies by itself or through third parties in case of inactivity of the Supplier or on imperative grounds of urgency. Related costs shall be borne by the Supplier.
7.7 In case of a founded complaint, the Purchaser shall be entitled to the reimbursement of all costs and damage resulting from the solving of the respective complaint. This paragraph shall apply mutatis mutandis also in the case, when the Purchaser would be obliged to reimburse the damage, settle the imposed fine and related tax or act in any other way in the execution of the obligations imposed by the competent authority due to the action of such competent authority.
7.8 The Supplier shall be liable for damage caused to its employees, Purchaser and/or third parties and arising from its work and work of its subcontractors as well as its obligations under the Transaction.
The Supplier shall be obliged to take care for the safe execution of the accepted works in accordance with the Health and Safety at Work Act.
7.10 The goods supplied by the Supplier shall correspond to all applicable safety regulations on the EU territory, for which the Supplier shall guarantee and assume full responsibility.
7. 11 Upon request of the Purchaser when placing the order or concluding the Transaction, the Supplier shall also submit a declaration of preferential origin of the goods when delivering the goods or executing the service.
8. WARRANTY
8.1 If not otherwise determined by the Transaction, the Supplier shall be bound by statutory warranty periods or longer warranty periods given by the Supplier. If agreed by the Transaction, the Supplier shall be bound by the warranty period given to the Purchaser for the end client.
8.2 The Supplier shall be obliged to remedy any defects which arise during the warranty period at its own expense. In case of defects during the warranty period, the Purchaser shall prepare a complaint protocol on defects and shall submit it to the Supplier. The Supplier shall be obliged to remedy the defects upon first call of the Purchaser and shall also be obliged to remedy the defects in an appropriate period determined by the Purchaser.
9. PRICE AND PAYMENT TERMS
9.1 The price shall be agreed with individual Transaction and shall include all costs under conditions DAP warehouse at headquarters of the Purchaser (Incoterms 2010) if not otherwise agreed for individual Transaction. The goods shall be owned by the Purchaser immediately after the delivery in the warehouse.
9.2 The payment shall be made in accordance with the conditions indicated in individual Transaction.
9.3 The Supplier shall not assign, pledge, sell or otherwise deal with the existing or future claims against the Purchaser without prior written consent of the purchaser.
10. TRANSFER OF TRANSACTION OR RIGHTS
10.1 The Supplier shall have the right to transfer or assign the Transaction and/or any right, including the claims or obligations under the Transaction or documents concluded or issued in relation to the Transaction, to any third party provided that it obtains a prior written consent of the Purchaser.
11.1 The Supplier shall have the right to extend the deadlines for the delivery of goods or services in case of circumstances representing force majeure. Force majeure means any extraordinary, insurmountable and unpredictable circumstances which could not be predicted, avoided or prevented and which occur after the conclusion of Transaction and are outside the will or sphere of Contracting Parties.
11.2 In the event of unpredictable circumstances occurred due to force majeure, the Supplier shall deliver the goods or service to the Purchaser according to the objective possibilities. The Contracting Parties shall immediately inform each other on the occurrence of circumstances representing force majeure and shall agree on further execution of Transaction. If one Contracting Party fails to fulfil the obligations due to force majeure and does not inform the other Party of this fact, it shall lose the right to use force majeure as a justification, excuse or ground for the enforcement of other rights it would normally have in case of force majeure.
12.1 The Supplier may withdraw from the order only upon prior written consent of the Purchaser. In case of withdrawal from the contract prior or during the execution of ordered services or delivery of goods the Supplier shall be obliged to pay to the Purchaser the difference in price, arising after the acquisition of new supplier, as well as to compensate the Purchaser for any damage caused or profit lost.
12.2 The Purchaser may withdraw from the Transaction without period of notice in the following cases:
a) If the Supplier does not fulfil/is not fulfilling the assumed obligations under the Transaction or breaches these obligations and does neither fulfil the obligations nor remedy the breaches within the additional deadline after the prior remainder from the Purchaser;
b) If the Supplier becomes unfit for the fulfilment of its obligations, assigns the Transaction, does not provide services or deliver goods within the agreed deadline or breaks or stops the execution of ordered services or the delivery of goods without prior written consent of the Purchaser;
c) If the Supplier does not execute the ordered services or deliver the goods in accordance with the Transaction or if it obviously neglects its obligations under the Transaction and does not consider the instructions of the Purchaser or if it executes the works in a manner which could cause direct or indirect damage to the Purchaser;
d) If the amount of contractual penalty exceeds the maximum amount of contractual penalty under the General Terms and Conditions of Business Transaction or of the amount otherwise determined by the Transaction;
e) If the Supplier wrongly executes the obligations for more than 2 times;
f) If compulsory settlement, bankruptcy or liquidation procedure or a winding-up procedure subject to the accelerated procedure has been initiated against the Supplier;
g) If, following the assessment of the Purchaser, the Supplier becomes insolvent, although the insolvency was not established by judgment or if any other reasons exist, from which the Purchaser can validly presume that the Supplier will not be able to fulfil its obligations;
h) If the Supplier ceases to carry on business;
i) If the court enforcement order for the payment of debt was issued against the Supplier, due to which all its accounts are blocked for more than three (3) days;
j) If, following the assessment of the Purchaser, such negative developments occur in the economic, legal or staff situation of the Supplier or if any other such circumstances occur, due to which the Purchaser would or would be likely to be put in a significantly unfavourable position, or which would strongly undermine the Purchaser’s confidence in the Supplier and/or its ability to fulfil the obligations, or which could in any way threaten, aggravate or prevent the fulfilment of the Supplier’s obligations;
k) In case of change in control at the Supplier;
l) If the circumstances of Transaction changed in such a way that the original purpose due to which the Transaction as concluded, cannot be achieved;
m) In other cases determined in these General Terms and Conditions of Business Transaction or in mutual contract or in other cases under the Transaction.
12.3 If the Purchaser withdraws from the Transaction, the Supplier shall be obliged to reimburse the Purchaser for all costs and damage resulting from the withdrawal in cases under indents a), b), c), d), e), f), g), h), i) and j) of the previous point.
The Supplier shall declare that its field of protection of personal data is regulated in accordance with the applicable legislation. The Purchaser shall commit itself to the protection of all personal data that will be used exclusively for the purpose of the purchase of goods or order of services.
14.2 The Purchaser reserves the right to amend the provisions of these General Terms and Conditions of Business Transactions.
14.4 The Purchaser will inform the Supplier about the intended amendment of these General Terms and Conditions of Business Transactions or about the implementation of new General Terms and Conditions of Business Transactions by way of publication on its websites http://www.www.kig.si/ and http://meblosignalizacija.si/ at least fourteen (14) days prior to the foreseen date of the implementation of amended or new General Terms and Conditions of Business Transactions.
14.5 When new or amended General Terms and Conditions of Business Transactions are announced or published, the Supplier may terminate the valid Transaction by submitting a written statement of termination prior to the foreseen implementation of new or amended General Terms and Conditions of Business Transaction by a ninety (90) days’ notice.
15.1 The Purchaser and the Supplier shall be bound only by those obligations indicated in these General Terms and Conditions of Business Transactions or agreed between them in writing, as well as peremptory provisions of the Code of Obligations and of other laws and regulations.
15.1 Each Contracting party shall be obliged to inform the Counterparty in writing about any change of information regarding its seat or any other data.
15.2 The applicable law for the interpretation and judgment of all provisions of these General Terms and Conditions of Business Transactions as well as for the relationships arising from all Transactions shall be the law of the Republic of Slovenia. The applicability of the United Nations Convention for the International Sale of Goods (CISG) shall be explicitly excluded with these General Terms and Conditions of Business Transactions.
15.3 The Contracting Parties shall resolve any disputes arising from the mutual Transaction in an amicable manner, otherwise the disputes shall be settled by the competent court in Ljubljana.
15.4 These General Terms and Conditions can be written in many languages. The Slovenian language shall always prevail in case of vagueness or discrepancy.
15.5 These General Terms and Conditions are published on the Purchaser’s websites https://www.www.kig.si/ and https://meblosignalizacija.si/ and shall enter into force on 1.7.2016.
Ig, 15.6.2016 Nova Gorica, 15.6.2016