Terms and Conditions of Purchase
governing purchasing operations between
Elektronabava d.o.o. Cesta 24. junija 3, 1231 Ljubljana-Črnuče (hereinafter ‘the Buyer’),
the provider of goods/services, delivering goods and/or providing services into the Buyer’s system (hereinafter ‘the Supplier’).
In the effort to retain and consolidate his leading position in the field of its activity, the Buyer shall pursue the quality of products and services as the leading strategy in his commercial policy, which he achieves through uncompromising selection of suppliers and by ensuring the highest quality in the market. The Supplier undertakes to subordinate his business policy to these objectives.
In his business system, the Supplier shall establish and maintain a quality assurance system which will ensure the quality of products and services according to the requirements of the customer.
The Supplier assumes full liability for the quality of the supplied goods services. The quality of goods shall be understood in the broadest sense of the term, and includes technical quality, packaging, compliance with the applicable regulations and furnishing of the supplied products with the corresponding documentation.
The quality of products or services and the standards of acceptability for the supplied products or services are laid down in the contract or purchase order. If the quality of products or services in not explicitly defined, the following normative documents comprising the necessary data for the assessment of acceptability of the supplied goods or services shall apply:
- National or international standards recognised by the government legislation;
- Internal standards and technical or other specifications provided by manufacturers and/or suppliers (for standard materials and products);
- Internal technical specifications submitted by users (buyers);
- Relevant technical rules for the regulated segment.
Packaging is an integral part of product quality, and the Supplier is obliged to ship the products in packaging that fully meets the technical specifications of the supplied products and ensures optimum handling throughput distribution.
Since the Buyer has an optimum mechanised logistics system in place, products must be delivered on pallets, except in cases when this is technically not feasible, or unless the Buyer and the Supplier have agreed otherwise.
The labels must be firmly affixed on the surface of the packaging. They must be clearly visible and must contain all the essential elements:
- name of the manufacturer,
- type of material or product (the same as on the delivery note),
- product net quantity.
Any multi-unit package and individually packaged units it may contain must be properly labelled. The Seller undertakes to furnish all the products to be delivered to the Buyer, with the corresponding EAN code. For any non-coded or miscoded goods delivered to the Buyer, the Seller shall pay the costs of subsequent coding of such goods equal to 10% of net invoice value based on the debit note issued by the Buyer at the end of the quarter.
The Buyer shall accept the goods only on the basis of documentation proving that the goods have been delivered in accordance with the agreed quality standards, as specified in the Contract or Purchase Order, or pursuant to these Terms and Conditions of Purchase. For goods, which must be certified in accordance with the relevant regulations, the Supplier assumes full liability, with regard to the validity of certificates, product labelling and packaging with certification marks.
Not later than at the time of delivery or on the Buyer’s first call, the Supplier shall submit a valid Certificate of Origin for the goods (the Supplier’s short- or long-term statement on the preferential origin of the goods, also stating the customs tariff number for the supplied goods), and the relevant valid certificates for the goods. In the event of an on-site technical acceptance at the facility for which the goods have been delivered, the Supplier shall submit to the Buyer the relevant documentation. The Supplier shall ensure the Buyer access to product documentation (technical files) for the period of at least 10 years upon discontinuance of the product.
The Supplier undertakes to state the Buyer’s Purchase Order number on his delivery notes and invoices at each delivery, to deliver each order in full and at the agreed prices. Otherwise, the Supplier agrees that the Buyer may return the goods at the Supplier’s costs or charge the additional handling costs.
The Supplier undertakes to accept returns of items held in stock by the Buyer for more than twelve months, and the Buyer shall at the same time order other goods for at least the same value. The returned items must be undamaged and in original packaging.
Should the Supplier fail to state the Buyer’s Purchase Order number on his delivery note or invoice, such delivery notes and invoices shall be regarded as incomplete and rejected by the Buyer.
Upon receipt of the Buyer’s purchase order the Supplier shall confirm or reject the purchase order not later than within 48 hours from receipt. In the order confirmation the Supplier must state at least the name of the product, net quantity, delivery date and the Buyer’s Purchase Order number. If within 48 hours upon order submission the Buyer does not receive a confirmation/rejection notice from the Supplier, it shall be deemed that the Supplier has fully confirmed the received purchase order. The goods shall be delivered within the time limit agreed in the commercial conditions. In the event of delayed delivery the Buyer shall be entitled to a contractual penalty payment amounting to 0.5% (half a percent) of purchase order value for each calendar day of delay, but not more than 15% (fifteen percent) of total purchase order value, plus any additional costs incurred to the Buyer due to delay.
The scope, method and location of checking and ensuring the quality of delivered goods are laid down in the Contract or Purchase Order and in these Terms and Conditions of Purchase.
The Buyer shall only be obliged to accept the quantities delivered in accordance with the Contract or Purchase Order. Any goods delivered in excess of the amount stated in the Buyer’s Purchase Order may be refused by the Buyer and returned at the Supplier’s expense.
The Supplier shall deliver the goods to the Buyer DDU (Delivered Duty Unpaid) to the Buyer’s warehouse in Lubljana. The Buyer shall accept the delivered goods on normal working days Monday to Friday between 7am – 12am. Deliveries outside of working hours stated in the previous paragraph shall only be possible by prior arrangement with the Head of Receiving.
Should the Buyer identify a non-compliance between the declared and actual quality of a delivered item, the goods shall be processed according to conditional acceptance rules, meaning that the Buyer has accepted the disputed item, but has not entered it in his information system as item in stock. The Buyer must notify the Supplier of the identified non-compliance and make a decision based on the arrangement with the Supplier, whether the item will be fully accepted or be made available to the Supplier. In the event of conditional acceptance and complaint, the Buyer shall handle the goods according to the general legal principle of sound management.
In the case of disagreement on product quality, if a consensual solution could not be reached, the quality of the delivered goods shall be assessed by a third party.
Should the Buyer’s prior quality assessment prove correct, the costs of such quality assessment shall be borne by the Supplier.
Third parties shall be deemed certified quality assessment and control bodies outside the Buyer’s organisational structure.
The Supplier assumes liability for all complaints regarding the quality or quantity agreed on, including:
- visible defects on the product, where the period to carry out the quality acceptance is eight days upon receipt of the goods;
- for hidden defects on the product, where the costs of remedying such defects shall be borne by the Supplier within the warranty period or the period in which Buyer and Supplier together guarantee the quality of the product to the end user/customer.
The Supplier shall be obliged to provide the corresponding maintenance and servicing of the product and the necessary replacement parts in accordance with the relevant regulations.
In individual cases not explicitly laid down in these Terms and Conditions of Purchase, the Buyer’s Purchase Order or Contract, the provisions of the Code of Obligations and the latest Incoterms 2011 rules shall apply.
Unless Buyer and Supplier have explicitly agreed otherwise, the Buyer’s Terms and Conditions of Purchase shall apply for the delivery of the ordered goods. Notwithstanding the Supplier’s contract signed between Supplier and Buyer, in the event of similar provisions, the provisions of these Terms and Conditions of Purchase shall prevail.