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Terms of Sale and Delivery

 

Our Terms of Sales and Delivery are an integral part of every agreement concluded by and between us and our customers. The terms of purchase of the customer shall not be binding on us even if we have not expressly opposed them.

1. Verbal offers are subject to change without notice as regards price, quantity, delivery time, and delivery possibility. Orders and verbal subsidiary agreements shall only be deemed accepted when they have been confirmed in writing or carried out.
2. Use:
The products supplied by us are intended for their exclusive use in the customer’s own operation in Slovenia or in the country of delivery. Exceptions must be agreed between us.
3. Prices:
Costs shall be calculated using the prices valid on the day of delivery. If not otherwise agreed, the prices shall be ex works, without packing, loading, insurance, and customs clearance. If the supply including delivery has been agreed upon, the prices shall not include unloading and transporting.
4. Dispatch, delivery time:
If no other form of delivery has been agreed upon, the seller shall be entitled to send the goods to their destination. Unless otherwise agreed, the dispatch shall be at the customer’s own risk. The risk shall pass upon the delivery of the goods to the carrier (haulage contractor, forwarding agent, railway). The costs of the delivery, the acceptance, and the dispatch shall be debited to the purchaser. If the clauses customary in trade as to the type of delivery have been agreed upon, the interpretations of the INCOTERMS of the ICC Paris, as amended, shall apply. The delivery terms shall commence with the date of confirmation, but only after the customer has provided documents and provisions to be procured on his/her part at the agreed times. This shall apply in parallel to the agreement on the delivery dates, delivery impediments due to force majeure or circumstances incurred through no fault, e.g. delivery failures in material, traffic and operational interruptions. Strikes, lockouts, and similar shall entitle us to extend the period of delivery or to cancel the agreement. Claims or damages (in particular for lost profits) by the customer based on delayed or an unperformed delivery are excluded in all cases.
5. Payment:
The terms of payment shall be stipulated in writing. Changes to these terms must be in writing as well. If the purchaser is in default of payment, we shall be entitled to charge interest in the amount of 1% per month starting from the due date. If circumstances become known that make the fulfilment of the obligations of the purchaser seem doubtful, default in payment being included, we shall be entitled to cancel the agreement or to demand immediate payment in cash or to prematurely make due all claims towards
the purchaser. If such circumstances exist in the case of a person involved in an invoice, we shall be entitled to demand immediate payment in cash upon returning the invoice. We reserve the acceptance of cheques. They are only accepted in payment and shall only be deemed as payment after their redemption. Fees and other charges shall be debited to the purchaser in the absence of other agreements. The withholding of payments on the basis of not expressly recognized or judicially ascertained counterclaims is not permissible. A set-off shall only take place to offset a credit entry granted. A right of retention with respect to movables of the seller because of claims due is herewith expressly excluded.
6. Reservation of title:
Up to the fulfilment of all claims (including all balance claims from the current account) to which the seller and his/her group-member companies are entitled with regard to the purchaser and his/her group-member companies now or in the future, the seller is granted the following securities he/she shall upon demand release at his/her discretion insofar as their value shall substantially exceed the claim by more than 20%. The seller shall retain title to the goods. Processing or transformation shall always be performed for the seller as manufacturer, but without any obligation for him/her. If the (co-)ownership of the seller shall lapse by reason of an adjunction, it is already now agreed that the (co-)ownership of the purchaser of the unitary physical object shall pass to the seller in the prorated value (value as per invoice). The purchaser shall hold the (common) property of the seller free of charge. Goods in which the seller has (co-)ownership shall be called conditional goods in the following. The purchaser is entitled to process and alienate the conditional goods in the ordinary course of business as long as he/she is not in default. Pledging or security transfers of ownership are not permissible. The claims resulting with respect to the conditional goods (including all balance claims from the current account) resulting from the resale or any other cause in law shall already now be assigned by the purchaser to the seller in toto as security. The seller revocably authorizes him/her to collect the claims assigned to the seller for the latter’s account. This authorization to collect can only be revoked if the purchaser does not duly fulfil his/her payment obligations. In the event of the seizure of the conditional goods by third parties, the purchaser shall indicate the seller’s title and inform the seller immediately. The purchaser shall bear the costs and damages. In the case of conduct in breach of the agreement on the part of the purchaser – in particular, default in payment – the seller shall be entitled to take back the conditional goods or to demand the assignment of the purchaser’s rights of possession to third parties. The taking back as well as the levy of the execution of the conditional goods by the seller shall not constitute a cancellation
of the agreement, provided that the instalment law does not apply. The goods shall be properly stored and adequately insured against fire and theft. The reservation of title shall also remain in force after the surrender of the invoice in payment until the invoice is redeemed.
7. Notice of defects, warranty:
The seller warrants for faultless material and proper manufacture and for the observance of properties and tolerances expressly promised in writing or contained in the relevant ÖNORMEN (DIN-NORMEN), namely in such a way that the seller shall resupply the returned goods regarding which the complaint was made free of charge. This replacement shall apply for defects that prevent the correct or stipulated use of the goods. A reduction in price is stipulated for insignificant defects. The notice of defects shall be made no later than six days after the arrival of the goods at their destination and – in the case of overt defects – before processing. The notice shall be in writing and specify exactly the individual defects claimed. It shall, however, have no influence on the agreed terms of payment. Defects not immediately recognizable shall be asserted immediately after their discovery. Each type of material defect, and also transport damage, shall be notified immediately and in writing. In the case of damage during transport; immediately after receipt of the goods, notify the seller, enclosing the written confirmation of the forwarding agent. It is expressly stipulated – insofar as legally permissible – that the seller shall not be liable to pay damages for personal injuries, for damage to property not constituting the subject matter of this agreement, for other damages, consequential damages, and lost profits, unless the circumstances of the individual case show that the seller is guilty of gross negligence. Indemnification for property damage and consequential damages under the product liability law is also excluded, insofar as they are not covered by the seller’s liability insurance. The purchaser shall also stipulate a corresponding exclusion of liability in his/her agreements, failing which the seller shall be liable for damages.
8. The court of justice in Celje shall be the venue for both parties to the agreement for all disputes arising directly and indirectly from the contractual relationship. The seller can, however, also have recourse to another court having jurisdiction over the purchaser. Slovenian law shall govern the contractual relationship and all extracontractual claims relating thereto.




Slovenske Konjice, 02/2002

Terms of Sale and Delivery, Isokon d.o.o., SI-3210 Slovenske Konjice, Slovenia

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