GENERAL SALES TERMS AND CONDITIONS

1. Validity

These General Sales Conditions govern the contractual relationship between the company METREL Mehanika d.o.o. (hereinafter referred to as: the Seller) and third parties (hereinafter referred to as: the Buyer), who order and consequently purchase goods from the Seller. They apply to all relationships between the Seller and the Buyer, unless the Seller and the Buyer have agreed otherwise for each individual case.

The sales conditions of the Buyer are not binding for the Seller, even if the Seller has not explicitly rejected them.

These General Sales Conditions shall remain in force until they are revoked.

2. Offers and orders

The basis for the order of the Buyer is an offer coordinated between the Buyer and the Seller, a valid and mutually agreed-upon price list, and technical documents. The order of the Buyer must include a clear and unambiguous definition of the item, its quantity, and the desired delivery time. Other requirements such as the price, the payment terms, and the delivery date are to be defined by the Seller. The Seller must provide the Buyer with a confirmation or rejection of the order, including the conditions under which they are prepared to accept the order.

The prices set out in the order confirmation apply for each individual sales transaction. All prices are valid Ex Works of the warehouse of the Seller, unless otherwise stated in the offer. In all cases, the latest edition of the INCOTERMS shall apply.

In the event of the Buyer’s cancellation of the order, the Buyer must reimburse the Seller for all costs incurred in connection with the order until the day of cancellation.

3. Prices and payment terms

The payment terms are set out in the offer and on the order confirmation. The Ex Works prices of the Seller (Metrel Mehanika d.o.o.) in line with the INCOTERMS 2020 shall apply, unless the offer, the order confirmation or other documents that contain the concluded sales contract state otherwise. The Seller reserves the right to change their prices if, during the realization of the order, the purchase prices of input materials increase for more than 5%, of which the Seller must inform the Buyer accordingly.

The payment obligation falls due within the deadlines set out on the issued invoices. In the event of a late payment, the Seller reserves the right to charge the statutory default interests, from the date of delay until payment, as well as any and all costs related to the recovery of payment. The payment is considered to have been made when the money is deposited in the current account of the Seller.

4. Supply of goods

The delivery time is set out on the order confirmation, and begins when all conditions are confirmed (payment, any technical issues and reservations). In the event of a request for change of the product during the production process, the consequence of which is a change in deadlines and price, the Seller shall provide the Buyer with a new order confirmation including the changed sales conditions.

The Buyer must retrieve the goods within 5 working days of receiving a written notification from the Seller, unless otherwise agreed. After the expiration of this date, the Buyer will be charged for the storage costs in the amount of 0.2% of the sales value of goods per day.

In the event of force majeure, production delays, machine breakdowns, or other extraordinary events, the Seller reserves the right to extend delivery times for the duration of said extraordinary event. The Buyer must also be informed in writing of the occurrence of said event of force majeure.

The Seller reserves the right to partially deliver the goods.

5. Retention of title

The delivered goods shall remain the property of the Seller until full payment. In the event of payment delays found on the part of the Buyer, the Seller has the right to retain goods, which does not, however, constitute a withdrawal from the contract or the order. Storage costs are borne by the Customer.

6. Warranty for defects

The Buyer is obliged to report any obvious defects in the goods no later than within 15 days of receipt of goods. Hidden defects or hidden quality tolerances can be brought forward by the Buyer no later than within 12 months of receipt of goods; failing that, they shall lose their warranty-related rights. The Seller does not provide a warranty for any defects of the goods if they have been used for purposes unknown to the Seller at the time that the Buyer placed their order. In the event of a justified complaint filed by the Buyer, the Buyer has the right to request that the goods be repaired or that a replacement be provided, should the reparation not be possible.

7. Seller’s responsibility

The Seller guarantees that the delivered goods are free of defects and in accordance with the specification set out on the order, the submitted technical documents, and the order confirmation. In case of any deviation from the quality, the Seller undertakes to repair or replace the advertised goods. The Seller shall not be held liable for any damages related to loss of production, loss of profit, or loss of business interest of the Buyer. In any event, the liability is limited to the value of goods which form the subject matter of the complaint.

8. Court of jurisdiction

Any disputes arising from the mutual contractual relationship shall be resolved in an amicable manner. In the event that a dispute could not be settled amicably, the District Court of Ljubljana is the court having jurisdiction when it comes to resolving the dispute. Any disputes are assessed pursuant to the Slovenian law.

Horjul, September 2020

                                                                                 Gregor Turk, CEO