General Terms and Conditions of Sale
These general terms and conditions of sale shall apply to the regulation of all mutual obligations, rights and duties between PRIMAT d.d. (hereinafter referred to as the Supplier) and its customers or clients.
By accepting the offer, concluding the contract, placing an order or in any other mutually acceptable way, the buyer or customer confirms that he accepts these general terms and conditions and agrees to them in full.
Any withdrawal from these general terms and conditions shall be valid only if confirmed in writing by the Supplier, without prejudice to the validity of the other provisions of these general terms and conditions, which shall not be altered by the confirmed withdrawal agreement.
Offer and order
The Supplier shall make an offer, specifying the subject, the quantity, the prices, the terms of payment and the time limits for delivery.
If the Supplier also specifies a time limit for acceptance in the offer, the Supplier shall be bound by the offer only until the expiry of that time limit. In the absence of a time limit for acceptance, the Supplier shall not be bound by the offer.
An offer is accepted when the Supplier receives a written declaration of acceptance from the buyer, which may also be sent by email. The offer shall also be accepted in the case of implied acts by the buyer which, on the basis of established practice or custom between the parties, may be deemed to constitute acceptance of the offer.
In the event that the buyer or customer, at the same time as accepting the offer, proposes to modify the offer in any respect, the buyer or the customer shall be deemed to have rejected the offer and to have made a counter-offer, the counter-offer being binding on the Supplier only in the event and to the extent that the Supplier confirms it in writing.
In the case where the buyer or customer orders the goods, the buyer or customer must specify all the information required by the Supplier for proper and smooth performance. This includes the following information: the exact address of the buyer or customer, the tax number of the buyer or customer, the names and quantities of the goods ordered, the desired delivery time and the method of delivery.
Delivery times are essentially indicative and not binding unless otherwise agreed in writing.
The delivery period starts from the date of order confirmation, or upon conclusion of the contract. In the event that an advance payment is agreed between the parties, the delivery period shall begin upon payment of the advance payment.
The Supplier shall not be liable for delay caused by force majeure or by the occurrence of unforeseeable impediments which are not attributable to the Supplier and which are of such a nature as to have a significant influence on the performance of obligations. The Supplier shall immediately notify the buyer or customer of the occurrence of the impediment.
The Supplier is entitled to extend the delivery period:
- in the event of a change in the laws, regulations and other rules which the Supplier is obliged to observe in the performance of the order;
- due to a change in the scope, form, technical performance of the subject-matter of the order - in this case, the Supplier and the buyer or customer shall agree in writing on a new delivery period, any additional costs and other contractual provisions;
- as a result of acts or omissions on the part of the buyer or customer;
- force majeure.
Partial deliveries are acceptable.
In the event that the delivery date is delayed for reasons attributable to the buyer or customer, the latter shall reimburse the Supplier for the actual storage costs incurred and for any other costs (e.g. re-delivery, storage, insurance, labour costs, etc.).
Prices and terms of payment
Prices are set out in the current price lists, where they are expressed net of value added tax.
The Supplier undertakes to invoice for the supply of goods or services immediately upon execution. The invoice shall be payable within the time limit and in the manner agreed at the time of conclusion of the contract or acceptance of the offer or confirmation of the order.
The date of payment shall be the date on which the funds arrive in the Supplier's account. In the event of late payment, the Supplier shall be entitled to statutory default interest from the due date of each invoice until payment. In the event of late payment, the Supplier shall be entitled to suspend further performance of the contract or, as a last resort, to withdraw from the contract and to claim reimbursement of all costs and damages incurred up to that point.
Passing of liability and risk of accidental destruction
Unless otherwise agreed, liability and risk of accidental destruction and damage shall pass to the buyer or customer at the latest upon acceptance of the goods.
If the dispatch of the goods is delayed through no fault of the buyer or customer, the liability and risk of accidental destruction and damage shall be transferred to the buyer or the customer from the date of readiness for dispatch.
Retention of title
The Supplier reserves the right to retain ownership of the goods delivered until the invoice has been settled in full, including incidental claims, interest and costs, if any. The buyer or customer is obliged to act as a good steward or businessman with regard to the goods received until the invoice has been paid in full. The buyer or customer shall not be free to dispose of the goods received until the invoice has been paid in full.
The retention of title shall also apply to all documentation communicated to the buyer or customer in any form for the purpose of business cooperation, in particular drawings, plans, offers, etc.
Protection of business secrets
The buyer or customer shall be obliged to protect the business secrets of the Supplier which it receives from the Supplier in connection with the business cooperation. Business secrets shall be deemed to be all information and documents, in particular drawings, know-how, specifications, plans, offers, etc., which the buyer or customer has received from the Supplier and which constitute a competitive advantage for the Supplier.
The buyer or customer may not disclose information and documents which constitute business secrets to any third party without the written consent of the Supplier. In the event of a breach of the protection of business secrets, the buyer or customer shall be liable to the Supplier for damages.
Liability for defects and guarantees
The Supplier shall be obliged to remedy defects in the subject-matter of the contract resulting from defects in design, materials or workmanship which arise from the proper use of the subject-matter of the contract and under the operating conditions provided for in the contract.
The Supplier's liability for defects in the subject-matter of the contract shall be limited to defects which become apparent within a period of 12 months from the date of acceptance of the goods.
The buyer or customer must accept the goods in terms of quantity and quality at the latest on receipt. The buyer or customer must immediately notify the Supplier in writing of any obvious defects, but no later than 8 days after acceptance of the goods, failing which the buyer or customer shall forfeit the right to have the defect rectified.
The buyer or customer must report hidden defects in writing to the Supplier as soon as they occur or at the latest within 8 days after the defect has occurred, but no later than 30 days from the date of acceptance of the goods. The complaint report shall include a description of the complaint and photographic material.
In the event of acceptance of the goods from a carrier, the buyer or customer shall immediately inspect the goods for obvious defects and obtain a confirmation of such from the carrier.
In the event of a justified complaint, the Supplier shall resolve the complaint within 45 days at the latest. If the defect cannot be rectified within this period, the buyer or customer shall be entitled to have the goods replaced.
Exclusion of indirect damage
The Supplier shall not be liable for any damage or loss caused to other things by defects in the goods, including loss of production, loss of profits and other indirect losses.
Servicing and quality of goods
The servicing of the goods is carried out by PRIMAT d.d.'s service department and its contractual partners, both during the warranty period and outside the warranty period. The terms and conditions of servicing shall be defined according to the type of goods.
The supplier guarantees quality according to ISO 9001.
Withdrawal from the contract
The buyer or customer may withdraw from the contract in the following cases:
- If the Supplier becomes unable to perform;
- If the Supplier can only fulfil part of the order and the buyer or customer has no interest in doing so;
- If the Supplier fails to fulfil the subject-matter of the contract even within the additional time limit set by the buyer;
- If the performance of the subject-matter of the contract is delayed for more than 6 months due to force majeure.
Only if the withdrawal by the buyer or customer is due to gross negligence or fault on the part of the Supplier, shall the buyer or customer be entitled to compensation for the damage suffered as a result of the withdrawal from the contract.
If the buyer or customer unilaterally cancels the order, the buyer or customer is obliged to reimburse the Supplier for all costs incurred in connection with the cancelled order up to the date of cancellation and for the costs which it is certain will be incurred. The buyer or customer shall be liable to the Supplier for damages suffered by the Supplier in the event that the buyer or customer negotiated without the intention of concluding a contract and in the event that the buyer or customer negotiated with the intention of concluding a contract but abandoned that intention without justifiable reason.
The Supplier may withdraw from the contract in the following cases:
- If the buyer or customer fails to fulfil the contractual obligations assumed;
- If the buyer or customer breaches the contractual obligations assumed;
- If the buyer or customer becomes unable to fulfil his obligations;
- If the buyer or customer becomes insolvent, is the subject of compulsory administration proceedings, bankruptcy proceedings, liquidation proceedings, or where it is certain that insolvency proceedings will be initiated;
- If the buyer or customer has concealed or suppressed facts from the Supplier, and if the Supplier had known of such facts, the Supplier would not have taken over the performance of the contract work;
- In other cases specifically agreed in the contract;
- In the event of force majeure.
In the event of cancellation of the contract by the Supplier, the buyer or customer shall, except in the event of force majeure, pay the Supplier for all work carried out up to that time and, in the case of clauses 5 and 6, a contractual penalty of 10% of the contract value.
The parties shall settle any disputes by mutual agreement. In the event that an amicable settlement is not possible, the court of competent jurisdiction in the Republic of Slovenia in Maribor shall have jurisdiction to settle disputes. Slovenian law shall apply to the settlement of disputes.
These general terms and conditions of sale apply from 1 November 2021.
PRIMAT, tovarna kovinske opreme d.d., Industrijska ulica 22, 2000 Maribor