1. GENERAL PROVISIONS
1.1 These General Terms and Conditions of Business Transactions of the Company Tiskana vezja LUZNAR d.o.o., Hrastje 52g, 4000 Kranj, registration number: 3638898, VAT ID: SI20260261 (hereinafter referred to as “the Purchaser”) shall apply to all legal contractual obligations between the Purchaser and its suppliers, subcontractors or sellers (hereinafter referred to as “the Suppliers”) for the purchase of material, products, semi-finished products and equipment or for the service contracts (hereinafter also referred to as “goods or service”), except if otherwise agreed by the Purchaser and the Supplier (hereinafter also referred to as “the Contracting Parties”) for each individual case. In cases of doubt, only agreements concluded in written form shall be special agreements between the Contracting Parties.
1.2 The condition for the application of these General Terms and Conditions of Business Transactions is that the Purchaser referred to them in the purchase contract, order or other documents (hereinafter referred to as “the Transaction”) on the basis of which the Transaction was concluded, and by so doing, the Supplier was given the opportunity to acquire knowledge of them, provided that they are published on the webpage of the Purchaser or delivered to the Supplier at or prior to the conclusion of the Transaction.
1.3 The purchaser reserves the right to determine special terms and conditions for individual Transaction, which shall take precedence over these General Terms and Conditions of Business Transactions in case of this Transaction. The stated shall also apply in case of any discrepancy between the provisions of individual Transaction and these General Terms and Conditions of Business Transactions.
1.4 These General Terms and Conditions of Business Transactions shall take precedence over or shall exclude potential general or special terms and conditions of the Supplier. The general or special terms and conditions of the Supplier shall be binding on the Purchaser only in case of explicit written agreement.
2. CONCLUSION AND AMENDMENT OF TRANSACTION
2.1 The Supplier shall supply or provide goods or services in accordance with the Transaction.
2.2 The Transaction between the Purchaser and the Supplier shall be deemed to have been concluded when the Contracting Parties agree on essential elements of the Transaction or when the Purchaser receives a written statement from the Supplier that its order is accepted.
2.3 Any amendments of the Transaction shall be made in writing. Any oral agreements which derogate from the provisions of these General Terms and Conditions of Business Transactions, shall not apply unless they are also confirmed in writing.
3. ORDER
3.1 The Purchaser shall be obliged to define in a clear and unambiguous manner any order, by providing all necessary data concerning quality, quantity, price, the delivery date for goods or service, time schedule, labeling and special terms and conditions of Transaction.
3.2 The Purchaser shall be obliged to provide the Supplier with the appropriate technical documentation in due time, in so far as necessary for the provision of ordered services or the supply of certain goods.
3.3 Any rejection of order or partial rejection of order shall be submitted by the Supplier to the Purchaser with justification in writing no later than three (3) working days after the receipt of order.
4. SUPPLY OF GOODS OR SERVICE
4.1 The Supplier shall supply or provide the goods or service in accordance with the Transaction and time schedule (the time schedule is the schedule of the Purchaser, which includes deadlines for the provision of individual works or supply of goods and necessary interim quality controls) or date for delivery of goods or provision of service arising from the Transaction. The Purchaser reserves the right to change the time schedule by notifying the Supplier of goods immediately and the subcontractor for the provision of services no later than five (5) working days prior to the beginning of the subcontractor’s works.
4.2 The Supplier shall undertake to inform the Purchaser in writing and in due time about all circumstances affecting or liable to affect the due and timely fulfillment of its obligations arising from the Transaction.
4.3 The Supplier shall be obliged to examine, prior to the delivery of goods or provision of services, whether the goods are consistent with technical documentation and order. When supplying goods or providing services, the Supplier shall not implement any changes without a written consent of the Purchaser.
4.4 If the supply deadline is exceeded/delayed, the Purchaser may wholly or partially withdraw from the contract and/or seek compensation for the actual and indirect damage. In case of delays of the Supplier, the Purchaser shall be entitled to impose a contract penalty charge of 0.5% of the total value of the order for each start of the calendar day, when the supply of goods is delayed, but no more than 10% of the total value of the order.
4.5 The Purchaser shall have the right to control the execution of orders at any time and the Supplier shall be obliged to enable such controls. If the Supplier is late with the supplies foreseen for collective dispatch with other orders due to the transport cost reduction, the increased transport costs for separate supplies shall be borne by the Supplier.
5. QUALITY CONTROL
5.1 The Supplier manufacturing individual semi-finished products or products for the Purchaser, shall allow the Purchaser to conduct an interim or final quality control at any time.
5.2 If necessary to ensure respect of contractual deadlines and required quality level and to limit the costs, the Purchaser may request from the Supplier at the end of the Transaction to submit to it, prior to the beginning of works, a procedure for quality assurance, which defines all procedures for carrying out the activities affecting the quality of executed works, as well as the interim and final control.
6. PACKAGING OF GOODS
6.1 The packaging shall be environmentally sound in accordance with standards and positive legislation. Otherwise, the Purchaser reserves the right to return the delivery/goods at the expense of the Supplier or to remove/destroy it at the expense of the Supplier. Any change of the agreed packaging shall be subject to a written consent of the Purchaser.
6.2 The packaging shall correspond to the type and method of transport so that the goods cannot be damaged, or their functional value cannot be decreased during the transport. The Supplier shall be liable for any damage or loss of goods due to deficient or inadequate packaging.
6.3 Each packaging unit shall indicate relevant information from the order. Each delivery shall be accompanied by a delivery form and other documents in accordance with the order (technical instructions, quality certificates, attestations etc.).
6.4 The Supplier shall dispose of any package and environmentally unsound waste resulting from the use of hazardous substances of environmentally unsound packaging, at his own expense. If it fails to do so, the Purchaser shall be entitled to reimbursement of actual costs for removal or destruction of packaging.
7. GUARANTEE AND LIABILITY
7.1 The Supplier shall guarantee the quantity, quality, and effectiveness of the ordered goods or service.
7.2 The Supplier shall be obliged to submit to the Purchaser on its request the entire attest documentation on the quality of the materials (certificates on material adequacy) which it uses in the production of semi-finished products or products, the documentation on executed works, as well as any other documentation requested by the Purchaser and relating to the quality and effectiveness of the ordered goods or service.
7.3 In executing the Transaction, the subcontractor shall undertake to respect the environmental management system in accordance with the standard ISO 14001 as well as other requirements defined in the system instructions submitted by the Purchaser. If additional introduction or training of Supplier is needed, it shall be carried out based on prior agreement. The Supplier shall be obliged to act in accordance with these provisions and to provide the training of its employees for such action.
7.4 If the Transaction is concluded for the final client IKEA, the Supplier shall be obliged to also respect and consider the requirements of the standard IWAY and to allow the Purchaser the inspection, the interim and the final control of the execution of services or of the delivered goods. 7.5 Non-fulfilment of the requirements under points 7.3 and 7.4 by the Supplier reduces the Supplier’s rating as the Purchaser’s contractual partner and can thus represent a reason for the withdrawal of Transaction, whereby the Supplier shall be obliged to reimburse to the Purchaser all costs and damage resulting from such a withdrawal.
7.5 The Supplier shall undertake to solve any complaints arising from the executed deliveries of goods or services (guaranteed complaints) upon receipt of the written request including also the complaint protocol. The Supplier shall solve all complaints in accordance with the applicable legislation and shall also respect all legal maturity dates in this context. The Supplier shall undertake to timely inform the Purchaser in writing about all relevant information related to the solving of complaints under this paragraph. The Purchaser reserves the right to remedy the deficiencies by itself or through third parties in case of inactivity of the Supplier or on imperative grounds of urgency. Related costs shall be borne by the Supplier.
7.6 In case of a founded complaint, the Purchaser shall be entitled to the reimbursement of all costs and damage resulting from the solving of the respective complaint. This paragraph shall apply mutatis mutandis also in the case when the Purchaser would be obliged to reimburse the damage, settle the imposed fine and related tax or act in any other way in the execution of the obligations imposed by the competent authority due to the action of such competent authority.
7.7 The Supplier shall be liable for damage caused to its employees, Purchaser and/or third parties and arising from its work and work of its subcontractors as well as its obligations under the Transaction.
7.8 The Supplier shall be obliged to take care for the safe execution of the accepted works in accordance with the Health and Safety at Work Act.
7.9 The goods supplied by the Supplier shall correspond to all applicable safety regulations on the EU territory, for which the Supplier shall guarantee and assume full responsibility..
7. 10 Upon request of the Purchaser when placing the order or concluding the Transaction, the Supplier shall also submit a declaration of preferential origin of the goods when delivering the goods or executing the service.
8. WARRANTY
8.1 If not otherwise determined by the Transaction, the Supplier shall be bound by statutory warranty periods or longer warranty periods given by the Supplier. If agreed by the Transaction, the Supplier shall be bound by the warranty period given to the Purchaser for the end client.
8.2 The Supplier shall be obliged to remedy any defects which arise during the warranty period at its own expense. In case of defects during the warranty period, the Purchaser shall prepare a complaint protocol on defects and shall submit it to the Supplier. The Supplier shall be obliged to remedy the defects upon the first call of the Purchaser and shall also be obliged to remedy the defects in an appropriate period determined by the Purchaser.
9. PRICE AND PAYMENT TERMS
9.1 The price shall be agreed with individual Transaction and shall include all costs under conditions DAP warehouse at headquarters of the Purchaser (Incoterms 2010) if not otherwise agreed for individual Transaction. The goods shall be owned by the Purchaser immediately after the delivery in the warehouse.
9.2 The payment shall be made in accordance with the conditions indicated in individual Transaction.
9.3 The Supplier shall not assign, pledge, sell or otherwise deal with the existing or future claims against the Purchaser without the prior written consent of the purchaser.
10. TRANSFER OF TRANSACTION OR RIGHTS
10.1 The Supplier shall have the right to transfer or assign the Transaction and/or any right, including the claims or obligations under the Transaction or documents concluded or issued in relation to the Transaction, to any third party if it obtains a prior written consent of the Purchaser.
11. FORCE MAJEURE
11.1 The Supplier shall have the right to extend the deadlines for the delivery of goods or services in case of circumstances representing force majeure. Force majeure means any extraordinary, insurmountable and unpredictable circumstances which could not be predicted, avoided or prevented and which occur after the conclusion of Transaction and are outside the will or sphere of Contracting Parties.
11.2 In the event of unpredictable circumstances occurred due to force majeure, the Supplier shall deliver the goods or service to the Purchaser according to the objective possibilities. The Contracting Parties shall immediately inform each other on the occurrence of circumstances representing force majeure and shall agree on further execution of Transaction. If one Contracting Party fails to fulfill the obligations due to force majeure and does not inform the other Party of this fact, it shall lose the right to use force majeure as a justification, excuse or ground for the enforcement of other rights it would normally have in case of force majeure.
12. WITHDRAWAL FROM THE TRANSACTION
12.1 The Supplier may withdraw from the order only upon prior written consent of the Purchaser. In case of withdrawal from the contract prior or during the execution of ordered services or delivery of goods the Supplier shall be obliged to pay to the Purchaser the difference in price, arising after the acquisition of new supplier, as well as to compensate the Purchaser for any damage caused or profit lost.
12.2 The Purchaser may withdraw from the Transaction without period of notice in the following cases:
a) If the Supplier does not fulfil/is not fulfilling the assumed obligations under the Transaction or breaches these obligations and does neither fulfil the obligations nor remedy the breaches within the additional deadline after the prior remainder from the Purchaser;
b) If the Supplier becomes unfit for the fulfilment of its obligations, assigns the Transaction, does not provide services or deliver goods within the agreed deadline or breaks or stops the execution of ordered services or the delivery of goods without prior written consent of the Purchaser;
c) If the Supplier does not execute the ordered services or deliver the goods in accordance with the Transaction or if it obviously neglects its obligations under the Transaction and does not consider the instructions of the Purchaser or if it executes the works in a manner which could cause direct or indirect damage to the Purchaser;
d) If the amount of contractual penalty exceeds the maximum amount of contractual penalty under the General Terms and Conditions of Business Transaction or of the amount otherwise determined by the Transaction;
e) If the Supplier wrongly executes the obligations for more than 2 times;
f) If compulsory settlement, bankruptcy or liquidation procedure or a winding-up procedure subject to the accelerated procedure has been initiated against the Supplier;
g) If, following the assessment of the Purchaser, the Supplier becomes insolvent, although the insolvency was not established by judgment or if any other reasons exist, from which the Purchaser can validly presume that the Supplier will not be able to fulfil its obligations;
h) If the Supplier ceases to carry on business;
i) If the court enforcement order for the payment of debt was issued against the Supplier, due to which all its accounts are blocked for more than three (3) days;
j) If, following the assessment of the Purchaser, such negative developments occur in the economic, legal or staff situation of the Supplier or if any other such circumstances occur, due to which the Purchaser would or would be likely to be put in a significantly unfavourable position, or which would strongly undermine the Purchaser’s confidence in the Supplier and/or its ability to fulfil the obligations, or which could in any way threaten, aggravate or prevent the fulfilment of the Supplier’s obligations;
k) In case of change in control at the Supplier;
l) If the circumstances of Transaction changed in such a way that the original purpose due to which the Transaction as concluded, cannot be achieved;
m) In other cases, determined in these General Terms and Conditions of Business Transaction or in mutual contract or in other cases under the Transaction.
12.3 If the Purchaser withdraws from the Transaction, the Supplier shall be obliged to reimburse the Purchaser for all costs and damage resulting from the withdrawal in cases under indents a), b), c), d), e), f), g), h), i) and j) of the previous point.
12.4 The statement of withdrawal or termination shall be submitted with registered letter and shall enter into force on the day of the delivery to the Counterparty or on the day of first attempt of unsuccessful delivery of the registered mail if the delivery is not possible.
12.5 In case of termination of Transaction for whatever reason, all rights and obligations of the Contracting Parties, assumed or created during the validity of the Transaction, shall remain in force if not otherwise determined by the Transaction or by General Terms and Conditions of Business Transactions. The provision under this point shall be without prejudice to any other rights the Contracting Party would have in accordance with the applicable regulations.
13. PROTECTION OF PROFESSIONAL SECRECY and PERSONAL DATA
13.1 The Contracting Parties shall be obliged to protect the professional secrecies of the other Contracting Party, coming to their knowledge in connection with the fulfillment of obligations arising from the business relationship in accordance with these General Terms and Conditions of Business Transactions, and not to disclose these professional secrecies to any unauthorized third parties.
13.2 The professional secrecies include all documents and data relating to the Transaction as well as all business relations resulting from this Transaction. Besides the data defined by general acts of both Contracting Parties, all data which would obviously cause considerable damages if disclosed to unauthorized parties shall also be a professional secrecy.
13.3 The Contracting Parties shall explicitly commit themselves to notify the employees having access to the content of this relationship or participating in its implementation by their function, about the confidentiality of all documents and data.
13.4 The Supplier shall declare that its field of protection of personal data is regulated in accordance with the applicable legislation. The Purchaser shall commit itself to the protection of all personal data that will be used exclusively for the purchase of goods or order of services.
13.5 The duty to protect professional secrecy and personal data shall not cease to be valid even after the termination of the business relationship between the Contracting Parties.
13.6 In case of a breach of the duty to protect professional secrecy and personal data the Contracting Party shall be liable for damages caused to the Counterparty and shall undertake to compensate the Counterparty for all the damages caused.
14. VALIDITY OF GENERAL TERMS AND CONDITIONS OF BUSINESS TRANSACTIONS
14.1 The General Terms and Conditions of Business Transactions shall remain valid indefinitely or until the entry into force of new or amended General Terms and Conditions of Business Transactions.
14.2 The Purchaser reserves the right to amend the provisions of these General Terms and Conditions of Business Transactions.
14.3 If any individual provisions of these General Terms and Conditions of Business Transactions are declared or prove to be partially or entirely invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions of Business Transactions
14.4 The Purchaser will inform the Supplier about the intended amendment of these General Terms and Conditions of Business Transactions or about the implementation of new General Terms and Conditions of Business Transactions by way of publication on its websites http://www.kig.si/ and http://meblosignalizacija.si/ at least fourteen (14) days prior to the foreseen date of the implementation of amended or new General Terms and Conditions of Business Transactions.
14.5 When new or amended General Terms and Conditions of Business Transactions are announced or published, the Supplier may terminate the valid Transaction by submitting a written statement of termination prior to the foreseen implementation of new or amended General Terms and Conditions of Business Transaction by a ninety (90) days’ notice.
15. FINAL PROVISIONS
15.1 The Purchaser and the Supplier shall be bound only by those obligations indicated in these General Terms and Conditions of Business Transactions or agreed between them in writing, as well as peremptory provisions of the Code of Obligations and of other laws and regulations.
15.2 Each Contracting party shall be obliged to inform the Counterparty in writing about any change of information regarding its seat or any other data.
15.3 The applicable law for the interpretation and judgment of all provisions of these General Terms and Conditions of Business Transactions as well as for the relationships arising from all Transactions shall be the law of the Republic of Slovenia. The applicability of the United Nations Convention for the International Sale of Goods (CISG) shall be explicitly excluded with these General Terms and Conditions of Business Transactions.
15.4 The Contracting Parties shall resolve any disputes arising from the mutual Transaction in an amicable manner, otherwise, the disputes shall be settled by the competent court in Ljubljana.
15.5 These General Terms and Conditions can be written in many languages. The Slovenian language shall always prevail in case of vagueness or discrepancy.
15.6 These General Terms and Conditions are published on the Purchaser’s website http://www.luznar.com and shall enter into force on 1.6.2018.
Hrastje, 15.5.2018
Tiskana vezja Luznar d.o.o.
Aleš Luznar, direktor