GENERAL PURCHASING TERMS AND CONDITIONS
1. General provisions
These General Terms and Conditions govern the contractual relationship between the company METREL Mehanika d.o.o. (hereinafter referred to as: the Contracting Entity) and third parties (hereinafter referred to as: the Supplier), who order and consequently purchase goods from the Seller. They apply to all relations between the Contracting Entity and the Supplier, unless the Contracting Entity and the Supplier have agreed otherwise, in writing, for each individual case. These General Terms and Conditions are an integral part of the order and are binding for both the Contracting Entity and the Supplier.
The terms and conditions of the Supplier are not binding for the Contracting Entity, even if the Contracting Entity has not explicitly rejected them. All provisions, i.e. the General Terms and Conditions of the Supplier, only apply if they are confirmed in writing by the Contracting Entity. No implied actions of the Contracting Entity (e.g. acceptance of goods or payment) can be considered as consent to the use of said general terms and conditions of the Supplier.
These General Terms and Conditions shall remain in force until they are abolished.
2. Order and subject of the agreement
The Contracting Entity shall issue individual written orders of goods which form the subject matter of the order, the delivery time and, if necessary, the specific purpose of use. The Supplier must reject the order in writing within two working days; failing that, the order is considered to have been accepted.
In all documents, the Supplier must indicate the reference number of the order issued by the Contracting Entity, the customs tariff numbers, and the origin of goods. The order of the Contracting Entity is not binding for the latter if the Supplier entered any changes into the order confirmation that have not been approved in writing by the Contracting Entity.
The Supplier’s scope of delivery consists of the manufacture, assembly, testing, delivery to the place of delivery, and other services required for the proper fulfillment of the order. The scope of delivery which does not incur any additional costs for the Contracting Entity also includes documents on the origin, production, material composition, certificates and declarations, insofar as they are necessary to examine the goods and verify the conformity of goods with the legal requirements.
3. Price, payment terms and invoicing
Unless otherwise agreed, the price agreed is the fixed price. The price cannot be changed unilaterally.
The price does not include VAT but does include all costs of handling goods, packaging, and storage.
Unless otherwise agreed, the payment deadline is of 30 days after delivery. The Supplier must issue an invoice for the supplied goods no later than on the 15th day of the following month.
The invoice must include all information of the Contracting Entity and of the Supplier: the correct address, VAT ID, the number of the current account, the order number, the date of service rendered, the name of the material, the quantity, the price, the payment currency, and the parity of goods.
The Contracting Entity is obliged to pay the invoice in the payment currency.
The payment is considered to have been made when the bank of the Contracting Entity executes the payment order, regardless of whether the funds have arrived to the current account of the Supplier.
The Contracting Entity reserves the right to offset the receivables of the Supplier with any of the Supplier’s liabilities towards the Contracting Entity, and is also entitled to withhold these amounts until the offset conditions expire.
4. Supply of goods or services, delivery times
The Supplier shall supply the goods pursuant to the INCOTERMS 2020 conditions, unless otherwise agreed.
The Supplier must supply the goods or services pursuant to the contract or the order of the Contracting Entity. Any supplies that deviate from the order must be approved in advance by the Contracting Entity, in writing. If the subject matter of the order is not supplied within the agreed-upon deadline, the Supplier and the Contracting Entity must agree (in writing) on the extended delivery time which is still acceptable for the Contracting Entity. If the Supplier fails to guarantee the delivery after the extended delivery deadline, the Contracting Entity is entitled to withdraw from the order (in writing). The delivery note must contain the purchase order number, the name of goods, the quantity and the number of packaging units (pallets, gitter boxes, plastic crates, cardboard packaging).
In the event of a delay in delivery or in the event of any other costs incurred, the Contracting Entity is entitled to charge the penalties to the Supplier in the amount of the costs incurred.
5. Takeover, complaints and warranty
The Contracting Entity must perform a quantity and quality examination and notify the Supplier of any obvious errors within 8 days of the date of receipt of goods, in writing, using the complaint form. The Supplier shall be held liable for any hidden defects appearing within 6 months of the receipt of goods. The Contracting Entity must inform the Supplier of said hidden defect no later than within 30 days of discovering the defect, using the complaint form. The Supplier is responsible for enclosing the certificate on the quality of goods with each shipment. The Supplier must repair or replace the defective goods (at the discretion of thee Contracting Entity). Any and all costs associated with the replacement of goods and the resulting production delays shall be borne by the Supplier. The response time must not be longer than five working days. The Supplier provides a 6-month warranty on the supplied material, unless otherwise specified in the order or contract.
In the event of a defective delivery, the Contracting Entity reserves the right to withhold a part or the entirety of payments until the final resolution of the complaint.
6. Quality
The delivered subject matter of the contract must comply with the requirements set out on the order, the specifications, drawings, and standards that define the subject matter of the contract. No changes are allowed in the absence of a written confirmation of the Contracting Entity. At the request of the Contracting Entity, the Supplier must provide all documents related to the quality of the subject matter of the order.
6.1 Hazardous substances
The Supplier guarantees that the delivered goods comply with all regulations in the field of environmental and health protection which are in force in the EU and in Slovenia.
7. Packaging and transport
The Supplier must send the subject matter of the order in accordance with normal commercial practices or in accordance with the instructions provided by the Contracting Entity. The Contracting Entity shall not assume any liability for goods damaged or lost during transport. Any liability for goods damaged or lost during transport lies solely with the Supplier.
The delivery note and any other documents set out in the order (technical instructions, safety data sheets, quality certificates, etc.) shall be enclosed with each shipment or invoice. Each delivery note must contain information on the order number, an exact description of the goods or services, the weight, the volume, and the tariff number of the order. If the delivery note is not attached, the Contracting Entity is not obliged to perform the takeover until the required documents have been delivered to them.
8. Goods provided for the Supplier
The materials, packaging, stencils and tools provided to the Supplier by the Contracting Entity for the purpose of fulfilling the order shall remain the property of the Contracting Entity. The Supplier cannot use said materials, packaging, stencils and tools for other purposes or for another customer. Upon delivery of the goods or services in question, the Supplier must also return the remainder of the materials, packaging, stencils and tools that they received at the time that the order was placed. If the Supplier fails to return said materials, packaging, stencils and tools, they shall be held liable for the damages incurred. The Supplier must store these items properly, and shall be liable for damages in the event of any damaged items.
9. Maintenance of professional secrecy
The Supplier is obliged to protect all information, data, and technical documents received from the Contracting Entity as trade secrets and undertakes to not disclose them to any third parties. The Supplier must continue to protect the trade secrets of the Contracting Entity for 5 years after the end of the business cooperation. The Supplier shall be held liable for damages for any unauthorized disclosure of said information under the rules of the civil law.
10. Other provisions
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.
Horjul, September 2020 Gregor Turk, CEO