General Sales Conditions
In these General Sales Conditions, Elektronabava d.o.o. (hereinafter ‘the Seller’) and the Buyer agree on mutual rights, duties and obligations to ensure smooth operations between the both parties. The Seller shall sell and deliver the products only in accordance with these General Sales Conditions. The provisions of the Buyer’s terms and conditions shall not be binding for the Seller whatsoever, even if the Seller has not explicitly rejected them. Any deviations from these General Sales Conditions shall be subject to the Seller’s prior written consent or the acknowledgement of the newly stipulated conditions as an annex to these General Sales Conditions. When placing orders for capital equipment and customised goods not included in the Seller’s standard product range, the parties shall agree on the applicable sales and payment conditions on a case-by-case basis. If the Seller concluded a contract or signed an annex with the Buyer with different conditions applying to a respective sales transaction, these General Sales Conditions shall apply in all cases not explicitly regulated otherwise by the contract or annex for the respective sales transaction.
All communication related to sales can be exchanged by the parties in written form, orally or by phone. To be binding for both parties, every oral agreement must be followed by a written acknowledgement by both parties. Notifications or documents must contain all elements prescribed by law and other information the Seller needs for correct and smooth processing of transactions.
- Scope and validity of offer
The Seller shall draw up an offer based on the Buyer’s oral, written or telephone inquiry. The Buyer’s inquiry shall be binding for the Seller if it contains a precise identification of goods in terms of quantity and quality, prices and validity period to accept the offer. In all other cases, the Seller’s offer shall not be deemed binding. Unless the parties have made a different written arrangement, the period of validity of offer shall be fourteen days upon the date of issue. The Seller shall be bound to the offer by the end of the validity period of 14 days. The offer shall be deemed accepted, if the Buyer has fully accepted it and provided the Seller received his written acceptance or purchase order before the expiry of the acceptance period. If the Buyer does not accept the Seller’s offer in full, such acceptance by the Buyer shall not be deemed (partial) acceptance, but a counter-offer, given in response of the Supplier’s offer. Conditions, deadlines and statements about quality and quantity expressed in the offer shall only apply to specific equipment laid down in the offer, and only to this particular offer. The Seller reserves the right to reject the preparation of offer.
- Scope and validity of purchase order
A purchase order shall be deemed valid if it contains all information the Seller needs for correct and smooth execution of the order. To enable the Seller a correct and smooth execution, the purchase order must contain the consignee’s and payer’s exact address, tax number, the precise description and quantity of ordered goods, the desired delivery time, shipping method, method of payment.
The Seller shall also not be bound to accept the purchase order and deliver the goods to the Buyer, if the Buyer fails to settle his current obligations towards the Seller or in the event of the Buyer’s poor financial situation. The Seller reserves the right to request partial or full advance payment for the delivery of particular purchase orders.
Should the Buyer unilaterally cancel the purchase order already excepted by the Seller, he shall be obliged to pay all the costs incurred in connection with the cancelled purchase order.
The Seller shall accept and execute the Buyer’s new purchase order, provided that the Buyer has settled all previously issued Seller’s invoices and other outstanding financial obligations.
The Seller assumes no responsibility for statements and information contained in catalogues and other documentation provided by manufacturers and subsuppliers, concerning the accuracy of such statements and information. Furthermore, the Supplier shall take no responsibility for consequential damages and shall acknowledge no compensation or reimbursement claims.
Unless otherwise agreed in writing, the packaging shall be according to the Slovenian regulations and standards applying to land transport, or the manufacturer’s original packagng shall be used. The Seller assumes no responsibility for any other type of packaging.
The delivery period begins to run from the date of receipt of the Buyer’s purchase order under the conditions laid down in the offer, and provided that the Buyer has settled all his financial obligations towards the Seller, or from the day of crediting the Seller’s account if so agreed between the parties. The delivery time shall be deemed to have been met, when the goods have been delivered to the location sated in the Buyer’s order according to the Seller’s weekly delivery schedule. In the event that this delivery time is not met, the Seller shall acknowledge no compensation claims by the Buyer for the damage incurred due to delayed delivery. The Seller also assumes no liability whatsoever for any consequential damages incurred due to delayed delivery or failure to deliver the goods. Neither shall the Seller assume responsibility for compensation claims or claims for reimbursement of costs for obtaining supplies from third parties.
The Seller shall not be liable for delayed delivery as a result of circumstances beyond his reasonable control, included (but not limited to) events of force majeure (fire, war, strikes, transportation shortages or unavailability of raw material or supplies). The Seller shall be entitled to extend the delivery time for the period of duration of such circumstances or events. In cases where the delay was caused for reasons directly attributable to the Buyer, the equipment shall be stored and managed at the Buyer’s expense and risk.
The prices are, in principle, the manufacturer’s wholesale prices for original factory packaging, Ex Works at the Seller’s warehouse (according to Incoterms 2000), and can include calculated customs expenses, operating and other costs. The prices shall be valid at the date of delivery or in accordance with the offer and conditions contained therein. The prices are net of VAT, unless provided otherwise. The prices basically don’t include the costs of special packaging, transport costs or postal charges. Possible delivery to the Buyer’s address will be carried out Buyer’s own risk and expense and at the costs actually incurred. The Seller reserves the right to change the prices without further notice any time during the financial year, if the conditions affecting the price should change.
- Shipment and transport of goods
The Seller shall sell the goods to the Buyer Ex Works at the Seller’s warehouse in Ljubljana or Ex Works at the warehouse of the Seller’s subsidiaries, loaded on truck. The Seller undertakes to arrange optimum transport of goods to the desired location by request and at the expense of the Buyer.
The correctness of delivery in terms of type and quantity shall be determined by the Buyer and the Seller’s representative, or the carrier at the place of loading on Seller’s behalf. The risk of destruction or deterioration of the goods passes from Seller to Buyer at the moment of acceptance of the goods by the Buyer pursuant to the preceding paragraph. The Seller grants possession of the goods to the Buyer at the moment when the goods are taken over by the carrier or freight forwarder. Unless provided otherwise, the Buyer becomes the owner of the goods on the day of fulfilment of his payment obligation towards the Seller (retention of title).
The Buyer shall provide all the necessary equipment for unloading of the truck at destination, unless agreed otherwise.
- Payment conditions
Unless a deferred payment has been agreed by the parties on a case-by-case basis, the Buyer may take over the goods upon making payment of the invoice amount, and when the Seller’s account is credited with the amount paid by the Buyer.
The Seller can, as a condition of deferred payment, request the Buyer to provide payment security (bank guarantee, bill of exchange, etc.).
If Seller and Buyer agreed a deferred payment, both parties agree that the Seller’s claim against the Buyer for the goods shall be generated on the day of acceptance of goods, or on the day of dispatch by mail or other means of transport.
The Seller undertakes to issue the invoice within 8 days upon handing over (delivery) of goods.
The Buyer shall pay for the goods by transfer order, in which case the payment must be credited on the Seller’s transaction account on the payment due date at the latest
When making payment, the Buyer shall specify the invoice according to which the payment is made. Should the Seller not receive the Buyer’s notification of payment, he shall book the Buyer’s payments according to the order of precedence (as laid down in the Code of Obligations), and notify Buyer accordingly.
In the event of regular, scheduled deliveries between Seller and Buyer, the parties may, provided that mutual similar (monetary, outstanding, liquid, creditworthy and uncontested) claims exist between them, agree to set off these claims on the basis of a written statement of any of both parties.
If the conditions for offset have been met, no consent between the parties about offsetting shall be necessary, and the set-off can be carried out by either of the party by notifying the other party.
For delayed payments the Seller shall have the right to charge statutory default interest at the rate of 4.5%. The interest payment due date shall be 8 days upon receipt of invoice.
The Seller shall have the right to suspend deliveries to the Buyer until the final payment of all outstanding amounts by the Buyer. Furthermore, in the case of Buyer’s deteriorated financial position which, according to Seller’s estimate, could jeopardize the payment of the amounts due, the Seller has the right to reject the delivery of further purchase orders.
The Buyer acquires the ownership of goods upon his final payment of purchase price and any accrued default interest for late payment. If the Buyer has processed or resold the goods, the Seller has the right to choose other equivalent goods at his own choice.
The Buyer shall be obliged to settle his liability to the Seller irrespective of the payments received from his own customers.
- Retention of title
The Seller reserves the right to retain ownership of the goods delivered to the Buyer until it has received full payment for the goods, including interests and other costs incurred. The Seller shall have the right to demand repossession of the goods in which the retention of title exists, in all cases when the Buyer failed to provide full payment for the delivered goods.
The Seller warrants for the quality of delivered goods to the extent of the warranty conferred on the Seller by its supplier. The Buyer shall have the right to enforce warranty claims for proper functioning of individual items within the time limit and under the conditions as laid down in the Seller’s warranty statement or certificate. The warranty shall be valid for the same period as granted by the manufacturer, calculated from the acceptance date.
No warranty shall be granted by the Seller in particular in the following cases: (i) improper or inappropriate use; (ii) failing to observe the instructions for use; (iii) defects in materials provided by the Buyer; (iv) defects resulting in the Buyer’s own modified design; (v) if the goods or equipment have been repaired or modified by the Buyer; (vi) if an accident or damage occurred as a result of negligent handling; (vii) insufficient supervision or maintenance and incorrect use of equipment; (viii) unprofessional installation, or for other reasons not associated with the goods and not caused by the Seller.
The Seller expressly limits with respect to the goods all implied warranties for any consequential damage in any form, or implied liability to address any implicit Buyer’s expectations, including the possibilities to dispose of the goods, and does not represent or warrant to Buyer the suitability of the goods for Buyer’s intended use. The Seller shall also not be liable for any indirect damages incurred to the Buyer, resulting from use or defect in the supplied goods, including actual damages to Buyer’s property and any profit losses resulting from such damages. The Seller shall acknowledge no indirect or direct costs, compensation claims or claims for damages resulting from any complaints.
- Complaints and returns of goods
The Buyer shall be obliged to perform the inspection of the goods in terms of quantity and quality immediately upon delivery. The Buyer shall be bound to report any and all visible defects to the Seller in writing within no more than 8 days following the acceptance of the goods. Non-compliance with the said reporting deadline shall be construed as unconditional acceptance of the goods, and forfeiture of the right to raise any complaints whatsoever in such regard. The complaint must be signed by a three-member commission. The record listing the defects in the goods caused during transport must also be signed by the carrier.
The Seller shall not acknowledge any complaints with regard to the quantity of goods for goods personally accepted in the Seller’s warehouse. The Seller shall not be liable for hidden defects identified in the goods upon expiry of six months from delivery. The Buyer shall be obliged to store the goods claimed to be defective in the original condition until final resolution of the complaint, or until the Seller claims repossession of the goods. Non-compliance with this provision shall result in Buyer’s liability for damage and costs thus incurred.
In the case of any complaint the Buyer shall be obliged to pay the uncontested invoice amount under the agreed conditions. The Buyer shall have the right to return the goods in proper condition, if the goods had been purchased from the Seller against the Seller’s explicit prior consent. Only undamaged goods in perfect condition and in the original Seller’s packaging may be returned, not later than within twelve months from delivery date. The Seller shall accept such goods only under the specified conditions and at reduced prices determined by the Seller. Any transport costs incurred by returning the goods to the Seller shall be borne by the Buyer. For the returned goods the Seller shall only acknowledge credit to be considered in future deliveries by the Seller.
- Final Provisions
By placing a purchase order with or purchasing goods from the Seller, The Buyer declares to fully understand and is aware of these General Sales Conditions, and acknowledges all the provisions contained therein.
With regard to mutual relationships not explicitly regulated by these General Sales Conditions, the provisions of the Code of Obligations shall apply.
These General Sales Conditions shall remain in full force and shall be binding for both parties irrespective of possible ineffectiveness or unenforceability of individual provisions. The parties shall use their best endeavours to negotiate in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal and enforceable provision the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.
Modifications of or amendments to these General Sales Conditions shall be valid only when made in writing. The parties shall attempt to resolve any dispute arising out of or relating to these General Sales Conditions amicably. Should the parties not be able to come to an amicable solution, they shall submit the dispute to be finally resolved by the competent court in Ljubljana.