GENERAL TERMS AND CONDITIONS OF BUSINESS WITH BUYERS by the company ŽIMA brush factory, d.d.

 

 

1. GENERAL PROVISIONS

1.1 
These terms and conditions governing the legal obligations of the company Žima brush factory d.d. Mirka Vadnova Street nr. 6, 4000 Kranj, registration number: 5048788000, ID No. VAT number: SI 78809568, which in a legal transaction acts as a seller (from now on: seller) and amongst legal entities, sole proprietors or neutral persons in a legal transaction act as buyers (from now on referred to individually as the buyer) of goods and services of a seller.

1.2
Terms and conditions apply to all relationships between sellers and buyers (together from now on referred to as: the contracting parties), unless the seller and the buyer for a specific case agree otherwise. When in doubt, a special agreement between the parties shall only be considered by arrangements which have been made in writing.

1.3
Condition for the application of these general business conditions is that the seller in the sales contract, tender or other documents (from now on: the legal transaction) based on which the transaction is concluded, shall be referred to by the buyer and the opportunity to acquaint themselves with it, provided that it is also published on the website of the seller or delivered to the buyer at the conclusion of the transaction, or prior to it.

1.4
The seller reserves the right in a particular legal transaction, to determine special conditions, which in the event of that legal transaction shall take priority over the general conditions of business. This also applies in cases of discrepancies between the terms of a legal transaction, and general business conditions.

1.5
The seller does not recognize any buyer's conditions which are contrary to the General Terms and Conditions, or deviate from them, unless otherwise determined by these terms and conditions or in cases where the seller explicitly acknowledged this in writing.

 

2. OFFERS AND ORDERS

2.1
Offer is valid for the period indicated in the tender.

2.2 
Customer order must be made in writing and sent to the seller by mail, fax, to the seller's e-mail address or in accordance with standard business practice. The contract must contain the number of the tender or the seller's serial number (if the products are already producing) and the product description (specification). Further information must also be provided for at least the following: the number of units required, desired delivery time, place of delivery and mandatory customer information.

2.3 
Buyer's orders are kept at the seller's headquarters in writing or electronic form. At the request of the buyer the original order can be accessed, a copy can be obtained and can then be sent to the buyer by mail, email or fax.

2.4 
Technical documentation, drawings, designs, pictures, and corresponding descriptions that are delivered to the buyer at the stage of a tender or to order, are the seller's property. Such documents are available to the customer for internal use only in accordance with the purpose for which it was obtained. Such documentation shall remain the property of the seller, the buyer is required to ensure that a third party has no access to these documents (neither the original nor a copy or in any other form of reproduction). In the case of abuse the seller reserves the right to compensation.

 

3. CONCLUSION AND AMENDMENT OF THE LEGAL TRANSACTIONS

3.1
The seller will supply the goods or services in accordance with the legal transaction.

3.2
The transaction between the seller and the buyer concludes when the parties agree on the essential elements of the transaction or when the seller receives from the buyer a written statement that he accepts the seller's offer or he orders the goods or services of his offer.

3.3
If the buyer orders custom made products or specific services (e.g., non-standard goods or Services), it is considered that such an order is valid when written conformation from the seller is given for the specific order.

3.4
In the case of ordering goods or services where, during the implementation of the order, it should be modified or requires an approval of the final product by the buyer (eg. confirmation of prepared samples), it is considered that the transaction is concluded after the final approval of amendments  have been made to the order or samples. If the preparation of sample goods or preparatory to the provision of services incurred higher costs, the seller reserves the right to charge the costs of manufacturing samples or pre-treatment to the buyer, if the buyer withdraws from the order after the preparation of relevant samples or initial preparation has been concluded. 

3.5
After the conclusion of the transaction, the buyer can not withdraw from the contract or specification without prior consent from the seller, except in the cases referred to in point 11.3. In the event that the buyer withdraws from the contract or amends the order or specification, he must reimburse any costs or damage that is incured, or the total agreed price. The buyer is also liable to the seller for damages that may arise as a result of lack of address for shipment for the goods or other inaccuracies in his specification or order.

3.6
To secure payment of the transaction the seller may request additional insurance from the buyer with the relevant financial agreement between the parties. In this case, the transaction between the seller and the buyer is concluded on the day that the buyer meets the requirement of the insurance and delivers the agreed insurance to the seller.

 

4. PRICE AND TERMS OF PAYMENT

4.1
Prices are per price list of the seller, unless otherwise expressly agreed between the parties. All prices offered by the seller are in EUR and do not include VAT.

4.2
The seller reserves the right to change the prices and conditions specified in the price list at anytime.

4.3
If the transaction is concluded with the acceptance of the seller's individual bid, the tender bid price is applied from the tender, unless at anytime during the procedure (from production to delivery) there is a change of the order from the buyer or other circumstances, which affect the price of goods or services (including, but not limited to: changes in quantity, change of the buyer's technical documentation, change of the type of material, additional quality requirements, etc.)

4.4
The Seller informs the customer in writing of the price change before the delivery of the goods.

4.5
The seller may charge the buyer specifically the cost of the following services:

• transport costs for orders less than € 130.00 excluding VAT,
• other wrapping or packaging provided by the seller,
• opening and unpacking the package at the buyer's request, packaging units which are smaller than the original packaging, that are indicated on the price list.
• special transport at buyer's request,
• other services at buyer's request.

4.6
The buyer is obliged to pay the purchase price according to each invoice/quote in accordance with the agreed terms of payment to the bank account of the seller, which is stated on the invoice/quote. The deadline for payment is considered to be an essential component of the transaction.

4.7
If the payment deadline has not been arranged by legal transaction, the deadline to pay begins on the date of issue of the goods, for goods that are sold at parity EXW, or on the date of the invoice. The payment date is the date of arrival of the payment to the bank account of the seller.

4.8
The parties agree that the seller has the right to immediately and unilaterally refuse the sale of the goods or execution of the service, and to stop all orders and deliveries, if the buyer owes or has not settled any outstanding payments to the seller, regardless of the amount. Then the buyer bears all costs and consequences, including (but not limited to) potential economic damage. The Parties further agree that the seller has the right to unilaterally refuse the supply of the goods or execution of the services on deferred payment, in the event of new circumstances which significantly undermine the confidence of the seller in the solvency of the buyer (e.g. a significant deterioration in the financial position of the buyer, buyer's insolvency, blockage of any customer's transaction account, the introduction of insolvency proceedings against the buyer) in accordance with the seller rating, buyer's creditworthiness deteriorates or if the buyer does not provide adequate security at the seller's request. 

4.9
In the event of any of the circumstances described in paragraph 4.8, the parties may agree on further dealings with each other in the manner of payment before delivery (payment by advance invoice),  the seller reserves the right to determine the immediate maturity date of all outstanding obligations of the buyer.

4.10
The parties expressly declare and agree that the seller can set off any liability to the buyer with his claims against the buyer arising from their mutual business. The seller undertakes to inform the buyer in writing about an offsetting by submitting the relevant specifications of the claims that are ceased by offsetting.

4.11
In a case of late payment, the buyer is obliged to pay legal default interests, from the date of the delayed payment and all costs associated with collecting payments and reminders. For each reminder sent to the buyer due to late payment, the seller may claim compensation costs for a formal notice of up to € 50.00.

4.12
If the customer has outstanding debts or arrears, the seller has the right to use buyer's means of payment to repay previous and outstanding debts, including interest and any costs of recovery.

4.13
Buyers from EU Member States who require VAT exemption must provide the necessary legal documentation that allows the seller to meet all legal and financial (tax) requirements for exemption from VAT. This particularly applies to proof of delivery of goods within the European Union, VAT or any specific tax exemption associated with the buyer.

 

5. DELIVERY TIME

5.1
The seller delivers  the agreed quantities  and types of goods to the buyer or will carry out the services within the agreed time and in accordance with the agreed parity. The delivery period starts from the conclusion of the transaction or the date of the final order changes, in the cases referred to in point 4.3 of these General Terms and Conditions.

5.2
The seller reserves the right to change the agreed delivery date in the event of changes of the order by the buyer or in the event of unforeseen circumstances for which the seller is not responsible and the nature of which significantly affects the fulfillment of obligations by the seller. The seller is obliged to inform the buyer immediately about commencement and termination of such obstacles. By these impediments, for which the buyer was informed, the latter has no right to claim compensation for the damage caused by exceeding the delivery deadline. 

5.3
Informative and non-binding delivery time for standard articles in stock, is two (2) working days from the conclusion of the transaction. Standard items of aticles, regarding the previous sentence, are those for which the seller has a serial number and have already been produced in at least one series (sample products not included) and on condition that adequate time is provided to purchase and implement materials.

5.4
The manufacturer reserves the right to a relevant increase in price if the customer requires shorter delivery time than the standard.

5.5
The agreed delivery time is not considered an essential component of a contract regarding Article 104 of the Code of Obligations unless the parties have agreed to this by a special clause (e.g.: "no later than" etc.).

 

6. PLACE AND METHOD OF DELIVERY

6.1
Unless  otherwise specifically agreed between the parties, the seller sells goods under the parity EXW warehouse from the headquarters of the seller (INCOTERMS 2010).

6.2
Unless otherwise specified in these Terms and Conditions or by agreement between the parties for the transfer of responsibility for the goods (the danger of accidental destruction or damage of goods, and liability for damage), in accordance with an agreed parity, apply provisions of trade Incoterms, 2010.

6.3
If the buyer does not collect the goods at the delivery time, the seller first sends a written warning for the acquisition of these goods. If the buyer in spite of an explicit written warning after the expiration of five (5) working days of receipt of the notice does not accept the ordered goods, the goods shall be considered to be acquired, and the seller has the right to charge the buyer as for delivered goods and to also charge any additional costs of storage, processing or destruction of these goods. In the event of a delay in the collection of goods, the danger of accidental damage or destruction of the goods becomes the buyer's responsibility from the date when the buyer is late for collection.

6.4
In case of parity, according to which the transport costs are included in the price, the seller is responsible for the loss of delivery only if the claimed goods have already been declined at delivery, and it has been documented that the complaint was brought before unloading. In the event of a complaint due to damage during transport, on reception of the goods, the carrier shall note on the paper work, and must also provide pictorial evidence of the damaged goods while they are still on the means of transport. The buyer must notify the carrier and the seller about damaged or lost consignments.

6.5
In the case of parity for which the transport costs  or shipping are included in the price, and the shipment is sent by Slovenian Post or through another postage carrier, the buyer is obliged to report the loss, damage or other shortcomings as regards to the consignment in accordance with the General conditions of the universal postal service of Slovenia and the general conditions of a package deliverer, otherwise the complaint will not be taken into account.

 

7. PACKAGING

7.1
Standard packaging to protect against damage in transit of goods is included in the price of goods. In the case of special requirements for packaging, the buyer bears all the costs.

7.2
Unpacking after the use (from the warehouse/site/elsewhere) does not represent a cost to the seller.

 

8. CLAIMS AND RESPONSIBILITY

8.1
The buyer is obliged to carry out a qualitative and quantitative examination of the goods immediately after their receipt. The buyer must inform the seller of any obvious defects in writing, and keep a record of the claim, immediately after receipt of the goods, but not later than eight (8) days after reception, otherwise the goods shall be deemed to have been accepted and subsequent reclamation of visual defects are no longer valid. Records which state that goods were damaged during transportation, must be signed by the carrier, any damage should be documented with photographs so that there is clear proof that the damage has occurred during transportation. 

8.2 
For goods acquired personally in the store of the seller, quantity reclamation is not recognized.

8.3
The buyer must not delay in informing the seller of any hidden defects which are noticed. The seller is not liable for defects which appear after the expiration of six (6) months from the receipt of goods or services.

8.4
The seller shall acknowledge reclamations from the buyer only if they are submitted in writing, within the stated time limit and are justified under the provisions of the Code of Obligations. Reclamations are always in writing, sent by registered post to the business address of the seller, including a record of the claim, a copy of the invoice and a detailed description of the damage or defect of the product, but the buyer must provide the seller with an overview of the advertised goods within a period of at least ten (10) working days after receipt of the complaint. The seller is not obliged to act upon inadequate or incomplete documented claims. 

8.5
The seller is obliged to respond to complaints and initiate the process of resolving claims as quickly as possible, and within ten (10) working days after the  notification date of a complaint. Complaints must be resolved within a reasonable time, that is, one which is objectively necessary  to carry out the procedures necessary to establish the facts and resolve the complaint.

8.6
The buyer should not return the faulty goods to the seller without prior written consent. The buyer is obliged to keep the goods safe and secure until the complaint is resolved ,otherwise the seller has the right to reject the complaint.

8.7 
The seller reserves the right to reject reclamations in the following cases:

• if he finds that the product is unusable or damaged as a result result of improper or careless  use by the buyer, mechanical damage and failure in the event of force majeure,
• if the goods are not returned in the original packaging,
• in the case of goods referred to in point 8.8 of these General Terms and Conditions (special orders), in so far as the product is manufactured in accordance with specific buyer's orders,
• if the goods have been improperly selected or used with incompatible coponants from other manufacturers,
• if the goods have been improperly stored or assembled.

8.8
In cases where a particular product is made according to a specific order for the buyer, on the basis of drawings, the description or the technical requirements and/or a specific product requires additional mounting or installation of the machine from a buyer's specific order, the seller is not responsible for any damages or costs and is not obliged to accept claims related to incorrect mounting or installation of the product, inability to mount or install the product or any other product defects, in so far as the product is manufactured in accordance with  specific buyer's orders.

8.9
In the case of justified reclamations, the seller has a choice to repair the defect or to supply an alternative replacement. The seller determines whether to replace the faulty goods for new ones, or repair the original goods or to reduce the purchase price for which the seller shall issue a credit note.

8.10
The seller is not responsible for any kind of damages, directly nor indirectly, that the buyer would incur as a result of customer delays or failure to meet contractual obligations, especially due to incorrect or inaccurate information, specifications, projects or any other information provided by the customer's, except if the seller has acted intentionally or with gross negligence.

8.11
For damage not caused directly to the goods, the seller is not liable, especially not for indirect damages or costs, loss of earnings and/or other pecuniary and non-pecuniary buyer's loss. Described limitation of liability does not apply if the damage is caused intentionally or by gross negligence. Exclusion of liability applies also to fellow employees, employees, agents and executive assistants of the Seller.

8.12
The value of the buyer's claim and/or damage arising from errors and/or delay in fulfilling the contractual obligations can not be higher than the value of the goods supplied.

9. RETENTION OF TITLE

9.1
Sold goods remain the property of the seller after the delivery of the property to the buyer, i.e., as long as the buyer does not pay the full purchase price and any other obligations, regardless of their foundation.

9.2
In the case of the installation or mounting of the Seller's products with other products, the seller reserves the right of ownership for the work of these products or to a proportional part of the new product. This also applies in cases where a buyer allocates, processes, installs or otherwise alters the identity of any goods.

9.3
The buyer must  properly store and adequately protect the goods, for which seller still has ownership rights, against unfavorable weather conditions, fire, theft, etc.

9.4
If the buyer in the meantime sells the goods or other products to which the goods were installed or mounted, within the meaning of paragraph 9.2, all claims acquired by these third parties arising from these sales divert to the seller. On the origin of these claims the buyer will immediately notify the seller. From the assigned claims the seller can pay back its claim for payment of the purchase price together with interest and costs. If the sum is greater, he is obliged to give the excess to the buyer the next day. If the buyer pays the purchase price in full, or if after the full payment from part of the assigned claim, yet another assigned or subrogated claim remains to the seller, the seller should immediately resign them reversely to the buyer. 

9.5
If bankruptcy, liquidation proceedings or compulsory settlement proceedings are declared against the purchaser, the seller retains title to the goods in the amount of all unpaid debts of the seller to the buyer arising from the supply of goods or services.

9.6
If payment for goods is secured with financial instruments, seller's property right ceases only after the buyer's payment or the successful enforcement of an security instrument.

9.7
If the buyer does not respect mutual agreements, in particular, the delay of payment, the seller is entitled to take back the goods. It is not considered that the Seller has withdrawn from a legal transaction, unless if at the acceptance of the goods, he explicitly declares that in writing.

9.8
Retention of the title of Chapter 9 applies to all the goods sold by the seller, regardless of whether the retention of title is recorded on the invoice for the goods.

 

10. FORCE MAJEURE 

10.1
The seller is not obligated to perform services or deliver to the buyer the contractual quantities and types of goods nor to meet the delivery date in the case of force majeure. The seller is also exempt from liability for damage caused by force majeure. Majeure circumstances apply to unforeseeable circumstances which occurred for reasons that were out of the ordinary, and its impact could not be avoided or prevented  (unpredictable and uncontrollable external events).

10.2
The seller must notify the buyer in writing, of the inability to fulfill a legal transaction due to the occurrence of force majeure.

10.3
During the period of force majeure, the contractual obligations of the parties shall be suspended, except for the obligation to pay for the goods that are already delivered or for the service that has already been provided.

10.4
If the force majeure lasts longer than one (1) month, the parties agree on the fate of the transaction. If the parties are unable to agree, each of the parties has the right to unilateral termination of the transaction by written notice to the other party.

 

11. WITHDRAWAL FROM LEGAL BUSINESS

11.1
The seller may withdraw from the transaction without a notice period in the following cases:

• if the buyer fails to fulfill/is not fulfilling commitments of a legal transaction or violates them and fails to do so or does not remedy the infringement not even within the additional period after the previous formal notice from the seller,
• if the buyer within the timescale and in the manner of a legal transaction or accepted offer does not execute payments even after a reminder from the seller,
• if the buyer at the seller's request does not provide an adequate guarantee of payment or additional insurance coverage of payment or revised payment methods,
• if the buyer is in bankruptcy or liquidation proceedings or compulsory settlement proceedings or winding up proceedings of the company under the abridged procedure,
• if estimated by the Seller, the buyer becomes insolvent although the insolvency has not been established by a court decision, or if there are other reasons that exist, from which the seller can reasonably conclude that the buyer will not be able to meet its obligations,
• if the buyer stops operating,
• if there has been a judicial enforcement order issued against the buyer to pay the debt and he has  his accounts blocked for this reason, for more than three (3) days,
• If the seller estimates a negative development in the economic, legal or professional position of the buyer or the occurrence of other such circumstances which might cause the seller a substantial disadvantage, or that would significantly undermine the confidence of the seller and/or the buyers capability to meet its obligations, or that might in any way jeopardize, complicate or disable fulfillment of buyer's obligations,
• if the circumstances of business change so irrevocably that it is no longer possible to achieve the original purpose for which the transaction was concluded, 
• in other cases, specified in these General Terms and Conditions, or in a mutual agreement or in other cases specified in the seller's offer.

11.2
In case of the cancellation of the transaction by the seller, the buyer is obliged to pay to the Seller past dues and outstanding obligations, for all of the  goods so far supplied and performed services and in cases referred to subparagraphs 1, 2, 3, 4, 5, 6, 7, and 8 of  the paragraph 11.1 reimburse all of the costs and damages, caused to the seller due to the cancellation.

11.3
The buyer can withdraw from the transaction in the following cases:

• if the seller becomes incapable of fulfillment,
• if the execution of the subject of the transaction is suspended due to force majeure and the parties can not agree on the fate of the transaction in accordance with section 10.4,
• if the buyer intends to stop selling the seller's goods which the seller manufactures as a non-standard specifically for the buyer over a longer period, on condition to repay all outstanding obligations and liabilities to the seller which are not yet due and to buy all the products that are manufactured in accordance with all types of buyer's orders (including framework contracts or forecasts).

11.4
A declaration of cancellation or withdrawal must be given by registered post and shall take effect on the date of service to the other contracting parties. In the event of failure of service, it will come into effect on the day of the first attempt of the failed service of registered post.

11.5
In the event of termination of the transaction for any reason, all rights and obligations shall remain in force, that the parties acquired or created during its validity, unless the transaction or the terms and conditions stipulate otherwise. The provision of this paragraph shall be without prejudice to any other rights which the party had on the basis of applicable regulations.

 

12. THE PROTECTION OF BUSINESS SECRETS AND PERSONAL DATA

12.1
The parties are obliged to protect business secrets of the other party, which they are privy to, in connection with the fulfillment of their obligations arising from the business relationship in accordance with these Terms and Conditions, and these trade secrets may not be disclosed to unauthorized third parties.

12.2
Trade secrets include all documents and information relating to legal transactions and all business relations resulting therefrom. As a trade secret, besides the information provided by the general acts of both parties,  also included is any information which would obviously cause considerable damage if disclosed to unauthorized parties.

12.3
The parties explicitly commit themselves to inform the employees who have access to the contents of this relationship and cooperate in its implementation, in the context of their situation concerning the confidentiality of all documents and data.

12.4
The buyer declares that its scope of protection of personal data is regulated in accordance with the applicable legislation. The seller undertakes to protect all personal data which will be used solely for the purpose of sale of goods (control orders, the supply of goods and the like).

12.5 
The duty of protection of business secrets and personal data shall not cease even after the termination of the business relationship of the parties.

12.6
In the event of a violation of the obligation of professional secrecy and personal data, a party is liable for the damage caused to the other party, and undertakes to reimburse the other party all damages. 

 

13.3 VALIDITY OF THE GENERAL TERMS AND CONDITIONS

13.1
Terms and Conditions apply for an indefinite period or until the enactment of new or modified Terms and Conditions.

13.2
The seller reserves the right to change the provisions of these General Terms and Conditions.

13.3
If any individual provision of these General Terms and Conditions becomes or is found to be wholly or partly invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions.

13.4
The buyer will be informed of any intended change of these terms and conditions of business or the introduction of new general terms and conditions by  the seller publishing it on its website, http://www.zima.si/ at least fourteen (14) days prior to the planned commencement of the amended or new General Terms and Conditions.

13.5
Having announced or published the introduction of new or modified Terms and Conditions, the buyer may cancel the valid legal transaction by writing a formal notice of renunciation, before the planned enforcement of new or modified Terms and Conditions, with a notice period of ninety (90) days.

 

14. FINAL PROVISIONS

14.1
Seller and buyer are bound only by those obligations which are listed in these General Terms and Conditions and are mutualy agreed between them in writing, and those provisions of the Code of Obligations, other laws and regulations that are of imperative nature.

14.2
Each party is required to immediately inform, in writing the other parties about the changed data in relation to the company's headquarters or any other information.

14.3
The interpretation and assessment of all the provisions of these General Terms and Conditions, as well as the regulation of the relationships of all transactions arising therefrom, are governed by the law of the Republic of Slovenia. Application of the provisions of the UN Convention on the International Sale of Goods (CISG) is with these general terms and conditions explicitly excluded.

14.4
The parties will resolve disputes of mutual legal transaction by mutual agreement and if unresolved, before the court of competent jurisdiction in Ljubljana.

14.5
These terms and conditions can be recorded in multiple languages. In case of ambiguity or inconsistency, Slovenian language always prevails.

14.6
These terms and conditions are published on the website of the seller  http://www.zima.si/ and valid from 15th February 2017.

 

Kranj, 27. January 2017

ŽIMA tovarna ščetk, d.d.

Marko Ilar, Director

 

 

GENERAL TERMS AND CONDITIONS WITH SUPPLIERS of the company ŽIMA tovarna ščetk, d.d.

 

 

1. GENERAL PROVISIONS

1.1
These terms and conditions of the company ŽIMA tovarna ščetk, d.d. Street Mirka Vadnova 6, 4000 Kranj, registration number: 5048788000, ID No. VAT number: SI 78809568 (from now on: the Client) shall apply to all legal and contractual obligations between the client and its suppliers, subcontractors or sellers (from now on: the supplier) for the purchase of materials, products, semi-finished products, equipment or for the order of a services (from now on: goods or services), unless the client and the supplier (from now on: parties) in each case agree otherwise. When in doubt, for a special agreements between the parties  only arrangements which have been made in writing are binding. 

1.2
Condition for the application of these general business conditions is that the client in the purchase agreement, contract or other document (from now on: transaction), pursuant to which the legal transaction is concluded, shall refer to them and by that the supplier was given the opportunity to be acquainted with them, provided that they are also published on the website of the client or delivered to the supplier upon conclusion of the transaction, or prior to that.

1.3
The Client reserves the right to set special conditions to particular legal transaction, which in the event of this legal transaction apply prior to these General Terms and Conditions. This also applies in case of discrepancies between the terms of a specific legal transaction and these General Terms and Conditions.

1.4
These Terms and Conditions have priority over any general and special conditions of the supplier or preclude them. General and special conditions of the supplier bind the client only in the case of an explicit written agreement.

 

2. CONCLUSION AND MODIFICATION OF LEGAL TRANSACTIONS

2.1
The supplier must supply the goods or perform the services in accordance with the legal transaction.

2.2
The transaction between the customer and supplier applies and is concluded when the parties agree on the essential elements of the transaction, or when the client receives from the supplier a written declaration that he accepts his order.

2.3
Any changes to legal transactions must be in writing. Any oral agreements that deviate from the provisions of these General Terms and Conditions shall not apply unless they are confirmed in writing.

 

3. ORDER

3.1
The client is obliged to clearly and unambiguously define every order with all the necessary information about the quality, quantity, price, delivery time of goods or services, the schedule, labeling and specific conditions of a legal transaction.

3.2
The client is obliged to provide appropriate technical documentation to the supplier, if it is necessary for the execution of the ordered services or the supply of certain goods.

3.3
The supplier must inform the client of any possible refusal  of the order or partial refusal of the order with justification in writing within three (3) working days after receipt of the order.

 

4. SUPPLY OF GOODS OR SERVICES

4.1
The supplier must supply goods or perform services in accordance with the legal transaction and in agreement with the schedule (the schedule is a plan of the contracting authority, which comprises deadlines for the implementation of individual work or the supply of certain goods and the necessary intermediate quality control) or with delivery of goods or performance of services from the legal transaction. The Client reserves the right to change the time plan, of which he must immediately inform the supplier and subcontractor who are providing the services no later than five (5) working days before the start of the subcontractor's services.

4.2
The supplier must inform the client in writing and within the stated time frame, of all circumstances that could affect or interfere with the correct and punctual fulfillment of his obligations under legal transaction.

4.3
The supplier must verify before the supply of goods or performance of services whether the goods are in accordance with technical documentation and contract. On delivery of goods or performance of services, the supplier may not make any changes without the written consent of the client.

4.4
If the delivery period is exceeded or is delayed the client may wholly or partially withdraw from the contract and/or request reimbursement of actual or indirect damage. In the event of delays of supplies the client is entitled to charge a contractual penalty amounting to 0.5% of the total contract value for each started calendar day when the delivery of goods is delayed, but not more than 10% of the total value of the contract.

4.5
The client has the right, at any time to control the execution of orders, the supplier must make this provision. In the event that a supplier is late with deliveries that are scheduled for total shipment with other orders due to lower transportation costs,  the supplier bares the increased costs of transportation for separate deliveries.

 

5. QUALITY CONTROL

5.1
A supplier who manufactures individual or semi-finished products for the client, must allow the client to carry out intermediate and final quality control of manufacturing at any time.

5.2
If it is necessary to ensure compliance with contractual deadlines, required level of quality and limitation of costs, the client may at the conclusion of the legal transaction, require that before the start of the work the supplier must present the procedure for quality assurance, which will define all procedures for carrying out activities that affect the quality of the work to be undertaken, as well as intermediate and final control.

 

6. PACKING OF GOODS

6.1
Packaging must be ecologically safe in accordance with the standards and positive legislation. Otherwise, the client reserves the right to return the delivery/goods at the supplier's expense or to remove/destroy it entirely at his own expense. For any changes to the agreed packaging, written concent is required from the client.

6.2
Packaging must be suitable for the nature and method of transport to insure that during transportation, the goods are not damaged or their functional value reduced. The supplier is responsible for damage or loss of the goods due to insufficient or improper packaging.

6.3
Each packaged unit must have the relevant information from the order. Each consignment must be accompanied by a delivery note and other documents in accordance with the contract (technical advice, quality certificates, approvals, etc.).

6.4
The supplier at its own expense removes all packaging and disputed organic waste, which are either the result of the use of hazardous substances or is environmentally disputed packaging. If this is not done, the customer is entitled to a reimbursement of actual costs of removal or destruction of the packaging.

 

7. WARRANTY AND LIABILITY

7.1
The supplier guarantees  the quantity, quality and efficiency of the ordered goods or services.

7.2
The supplier must at the request of the client and at his own expense provide all the test certificate documentation for the quality of the materials (certificates of adequacy of the material), which are used in the manufacture of semi-finished products or articles, documentation of the work,  as well as other documentation required by the contracting authority, and refers to quality and efficiency of the ordered goods or services.

7.3
At the completion of a legal transaction, a subcontractor is bound, to respect the environmental management system according to ISO 14001 and other requirements specified in the client's specific instructions, transmitted by the subscriber. In the event that additional deployment or training of the supplier is needed, this is udertaken by prior arrangement. The supplier must act in accordance with these terms and provide training for their employees to do so.

7.4
Failure to fulfill the requirements of section 7.3 by the supplier reduces the assessment of the supplier as the customer's contractual partner and may be considered as grounds for cancellation of a legal transaction. The supplier is obliged to reimburse the client all costs and damages that he may incur due to the cancellation.

7.5
The supplier is committed after receiving a written request by the customer, which includes a record of the reclamation, that all complaint claims arising from deliveries of goods or services (any warranty claims) shall be resolved. All claims will be resolved by the supplier in accordance with the applicable law and in this context, respecting all legal deadlines. The supplier must inform the client promptly in writing of all relevant information related to the settlement of claims under this paragraph. The Client reserves the right due to the inaction of the supplier or in an urgent case, to resolve any deficiences himself or through a third party. The related costs are fully borne by the supplier.

7.6
In the case of justified complaints the customer is entitled to  recover all costs and damages, which have arisen as a result of a claim being resolved. This paragraph shall also apply in the event that the client was, due to the actions of the competent authority, obliged to reimburse, settle an imposed financial penalty and corresponding tax or otherwise deal in the execution of the obligations imposed by the competent authority.

7.7
The supplier is liable for any wrongdoing caused to his employees, customers and/or third parties, that is derived from his work and the work of its subcontractors, including its obligations of a legal transaction. 

7.8
The supplier is responsible for the safe conduct, of the undertaken work in accordance with the provisions of the Health and Safety at Work Act.

7.9
The goods supplied by the supplier must comply with all applicable safety regulations within the EU, for which the supplier guarantees and assumes full responsibility.

7.10
The Supplier shall at delivery of goods or the rendering of services deliver the declaration of preferential origin, if the client requests so when ordering or at the conclusion of the transaction.

 

8. WARRANTY

8.1
If it is not otherwise stated by a legal transaction, the supplier indorses the legally stipulated warranty period or a longer warranty period if offered. If it is agreed by a legal transaction, the supplier indorses the warranty period that a subscriber has towards the final buyer.

8.2
The supplier shall at his own expense eliminate all errors revealed during the warranty period. In the event of defects during the warranty period, the client makes a reclamation record of errors and submits it to the supplier. The supplier is obliged to eliminate the errors by first contacting the client and is then required to withdraw them within a reasonable period, specified by the client.

 

9. PRICE AND PAYMENT TERMS

9.1
Price is agreed for a specific legal transaction and includes all costs under the terms of DAP warehouse at the headquarters of the client (Incoterms 2010), provided that each transaction is not agreed otherwise. Immediately after the arrival of the goods to the warehouse, the goods become the property of the client.

9.2
Payment shall be made in accordance with the conditions specified in the particular legal transaction.

9.3
Without  prior written consent from the client, the supplier may not depart, pledge, sell or otherwise dispose of either his future or existing claims.

 

10. TRANSFER OF A LEGAL TRANSACTION OR THE RIGHTS

10.1
The supplier has the right to transfer or assign the transaction and/or any other right, including the claims and oligations after legal business or documents, concluded or issued in connection with him, to a third party only under the condition that he obtains prior written consent from the subscriber.

 

11. FORCE MAJEURE

11.1
The supplier has the right to extend the deadlines for the supply of goods or services in the event of circumstances that constitute force majeure. Force majeure are extraordinary, insurmountable and unforeseeable circumstances that could not have been foreseen, avoided or averted, and occur after the conclusion of the transaction and are outside the sphere or the will of the parties.

11.2
The supplier shall under normal circumstances supply goods or services to the client. But In the event of an unforeseen circumstance caused by a force majeure. In the event of circumstances constituting a force majeure, the parties shall immediately inform each other and agree on the further implementation of the transaction. If one of the contracting parties is unable to meet its obligations due to a force majeure event, and does not inform the other party, the force majeure will not be justified as an excuse or as a basis for the enforcement of other rights, which it would otherwise have, due to a force majeure event.

 

12. WITHDRAWAL FROM THE LEGAL BUSINESS

12.1
The supplier may withdraw from the contract only on the basis of prior written permission from the client. In the event that the client withdraws from the contract before or during the execution of the ordered services or the supply of goods, he is obliged to pay to the supplier the price difference caused by obtaining a new supplier, as well as all damages and lost profit.

12.2
The client may withdraw from the the transaction without notice in the following cases:

• if the supplier fails to fulfill/is not fulfilling the commitments of a legal transaction or violates them and fails to do so or does not eliminate the infringement even in the additional period after the previous formal notice of the customer,
• if the supplier becomes unable to meet its obligations, withdraws a legal transaction, does not begin to perform services or to supply goods within the stipulated time or interrupts or stops the implementation of the ordered services or supplies without the prior written consent of the subscriber,
• if the supplier does not carry out the ordered services or supply of goods in accordance with the legal transaction or manifestly ignores its obligations for the transaction and does not observe the instructions of the client, or carries out work in a way that potentially causes direct or indirect damage to the client,
• if the amount of contractual penalties exceeds the maximum amount of contractual penalties from the general terms and conditions or otherwise defined amount by legal transaction,
• if the supplier on more than 2 occasions completes work that is incorrect, 
• if the supplier is in bankruptcy or liquidation proceedings or compulsory settlement proceedings or winding up proceedings of the company under the abridged procedure,
• If the client suspects the supplier of becoming insolvent, although the insolvency has not been established by a court decision, or if other reasons exist from which the client can reasonably conclude that the supplier will not be able to meet its obligations, 
• if the supplier stops operating,
• if there has been a judicial enforcement order issued against the supplier to pay a debt and for this reason has his accounts blocked for more than three (3) days,
• if the client suspects a negative development in the economic, legal or professional position of the supplier or to the occurrence of other such circumstances which may lead the client to suffer a substantial disadvantage, or that would significantly undermine the confidence of client to the supplier and/or his capability to meet its obligations, or that might in any way jeopardize, complicate or disable fulfillment of the supplier's obligations,
• in case of a change of control by the supplier,
• if the circumstances of business change so irrevocably that it is no longer possible to achieve the original purpose for which the transaction was concluded, 
• in other cases, specified in these General Terms and Conditions, or in a mutual agreement or in other cases specified in the transaction.

12.3
In case of cancellation of the transaction by the client, the supplier is obliged to pay the client in cases referred to subparagraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10 of the previous paragraph reimbursement of all costs and damages, caused to the client due to the cancellation.

12.4
A declaration of cancellation or withdrawal must be sent by registered post and shall enter into effect on the date of service to the other contracting parties. In the event of failure of service it comes  into effect upon the day of the first attempt of the failed service of registered post.

12.5
In the event of termination of the transaction for any reason all rights and obligations of the parties acquired or created during its validity, shall remain in force, unless the transaction or the terms and conditions stipulate otherwise. The provision of this paragraph shall be without prejudice to any other rights which the party had on the basis of applicable regulations.

 

13. THE PROTECTION OF BUSINESS SECRETS AND PERSONAL DATA

13.1
The parties are obliged to protect business secrets of the other party to which they are privy to, in connection with the fulfillment of their obligations arising from the business relationship in accordance with these Terms and Conditions, and these trade secrets may not be disclosed to unauthorized third parties.

13.2
Trade secrets include all documents and information relating to the legal transaction and all business relations resulting therefrom. As a trade secret, besides the information provided by the general acts of both parties, also includes any information which would obviously cause considerable damage if disclosed to unauthorized parties.

13.3
The parties explicitly commit themselves to inform the employees who have access to the contents of this relationship and to cooperate in its implementation, by keeping all documents and data confidential.  

13.4
The supplier declares that its scope of protection of personal data is regulated in accordance with the applicable legislation. The client undertakes to protect all personal data which will be used solely for the purpose of sale of goods (control orders, the supply of goods and the like).

13.5
The duty of protection of business secrets and personal data shall not cease even after the termination of the business relationship of the parties.

13.6
In the event of violation of the obligation of professional secrecy and personal data a party is liable for the damage caused to the other party, and undertakes to reimburse the other party all damages caused.

 

14. VALIDITY OF GENERAL TERMS AND CONDITIONS

14.1
Terms and conditions apply for an indefinite period or until the introduction of new or modified Terms and Conditions.

14.2
The Client reserves the right to change the provisions of these General Terms and Conditions.

14.3
Should any individual provision of these General Terms and Conditions become or is found to be wholly or partly invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions.

14.4
Any intended change of these terms and conditions of business or the introduction of new general terms and conditions are available to the supplier from the client by it being published on the website http://www.zima.si/ at least fourteen (14) days prior to the planned commencement of the amended or new General Terms and Conditions

14.5
Having announced or published the introduction of new or modified Terms and Conditions the supplier may cancel the valid legal transaction by writing a notice of renunciation before the planned enforcement of new or modified Terms and Conditions, with a notice period of ninety (90) days.

 

15. FINAL PROVISIONS

15.1
Client and supplier are bound only by those obligations which are listed in these General Terms and Conditions and are mutualy agreed between them in writing, and those provisions of the Code of Obligations, other laws and regulations that are of imperative nature.

15.2
Each party is required to immediately inform the other party, in writing of any changed data in relation to the company's headquarters or any other information.

15.3 
The interpretation and assessment of all the provisions of these General Terms and Conditions, as well as the regulation of the relationships of all transactions arising therefrom, is governed by the law of the Republic of Slovenia. Application of the provisions of the UN Convention on the International Sale of Goods (CISG) is explicitly excluded with these general terms and conditions.

15.4
The parties will resolve disputes of a mutual legal transaction by mutual agreement, and if this fails before the court of competent jurisdiction in Ljubljana.

15.5
These terms and conditions can be recorded in multiple languages. In the case of ambiguity or inconsistency, Slovenian language always prevails.

15.6
These terms and conditions are published on the website of the client http://www.zima.si/ and valid from 15th February 2017.

 

Kranj, 27th January 2017                                                                                        
 

ŽIMA tovarna ščetk, d.d.

Marko Ilar, General Manager

 

Terms of Use in PDF form available here.