GENERAL TERMS AND CONDITIONS of the company PROFI KMET, družba za trgovino in storitve, d.o.o., Čeplje 12B, 3305 Vransko, Registration number: 2195194000, Tax ID number: SI 86299921
These general conditions (hereinafter ‘Conditions’) apply to all activities of the company PROFI KMET, družba za trgovino in storitve, d.o.o. (hereinafter ‘Vendor’), which include sales, repairs, servicing and other activities in connection with our product range. These Conditions apply for every order or order confirmation or offer.
All terms and conditions of our customers with whom we do business (hereinafter ‘Customers’) that partly or entirely preclude these Conditions are explicitly declined and shall not be part of the contract, even if we accept the order without explicitly disputing such terms. By issuing a purchase order and/or signing a delivery note it shall be deemed that the Customer is familiar with the Conditions, understands and accepts them.
Any arrangement or statement that would differ from these Conditions, as well as any amendments and supplements to these Conditions are only binding with our explicit and written consent.
In accordance with the definition of a consumer under the Consumer Protection Act (ZVPot, Official Gazette of the Republic of Slovenia No 20/1998 with amendments, hereinafter ‘ZVPot’), specific provisions of the Conditions concerning Customers who are consumers apply to Customers who are natural persons, acquiring or using our goods and services for purposes outside their professional and gainful activity (hereinafter ‘Consumer’).
- ORDERING PROCESS
Our offers, quotes and price offers are not binding. The Customer can order a product or service based on our offer, yet the purchase order remains unbinding.
If we accept the order, we accept it explicitly in accordance with these Conditions with an explicit written confirmation.
A contract with a Customer is concluded when the Customer receives our confirmation that we received the order. A contract is also concluded if we fulfill the order without explicit confirmation and the Customer accepts this.
We shall issue a confirmation of the order at the latest within 7 days after receiving the order.
Unless agreed otherwise, our prices are “ex-works”, meaning transport and packaging are not included in the price and shall be charged separately. Value added tax is not included in our general prices. It shall be charged on the day the invoice is issued at the statutory rate and appear separately.
In case of export of goods abroad, the Customer shall be explicitly responsible for all tax fees and charges. We may agree upon a discount with Customers, which shall be agreed upon in each individual case separately in written form.
- PAYMENT TERMS, OWNERSHIP CLAUSE
Unless agreed otherwise, the invoices we issue our Customers fall due for payment within 14 days as of the date of issue or, in case of a contract for services, as of the date the Customer receives the service in question. Statutory interests shall be levied on the amounts that are not paid in due time, whereby the Customer is also obliged to reimburse additional damages that should arise due to late payment. If certain preparatory work is required for the performance of a service, we may demand appropriate advance payment of the Customer. The Customer may only offset own similar counter-claims which are already due for payment and are not disputed. The same applies for eventual Customers’ liens.
Ownership clause: Until all claims arising from the business relationship with the Customer related to the delivery are paid, the delivered goods remain our possession (retention of title). If the Customer fails to settle his obligations in due time, we have the right to withdraw from the contract and reclaim the delivered goods, the Customer accepts this provision. The Customer is obliged to store the goods for us with due diligence and undertake maintenance operations if required, and in case third parties should want to claim the delivered goods, by seizure or otherwise, the Customer must immediately inform us of this in writing. As of the day the goods are delivered and until all the Customer’s payment obligations are met, the Customer accepts full responsibility for damages, caused with the delivered goods and/or equipment, as well as all damages and loss described in the aforesaid ownership clause.
When the purchase of goods or the provision of a service is made conditional on down payment (a certain amount of money paid as proof of the conclusion of the contract), the contract is considered concluded when the down payment is made. When the contract is fulfilled, the down payment is considered as fulfilment of the obligations. When the contract is concluded, the Buyer and the Seller agree that they both have the right to withdraw from the contract and the client who withdraws from the contract must give forfeit money to the other client. Down payment is considered forfeit money. If the client who withdraws from the contract is also the one who makes down payment, the client loses the down payment. If the client who withdraws from the contract is the one who receives down payment, the client must return twice the amount of the down payment. If the Buyer, who has the right to withdraw from the contract, declares to the Seller that the order is cancelled, it means that the Buyer has withdrawn from the contract and has handed over forfeit money to the Seller. After that, the Buyer can no longer demand the fulfilment of the contract.
- DELIVERY AND DELIVERY TIMES
Regarding arrangements on performance time it is assumed that all necessary information, permits, authorizations and any documents the Customer is obliged to procure will be provided to us within the foreseen deadlines. If this condition is not met, our delivery times shall be extended accordingly. When a certain deadline is set for a performance of our obligations and it is not agreed that the obligation may only be fulfilled on the specified date, we may fulfill our obligation at any time before the agreed deadline or date expires, if we inform the Customer of our intention to do so within a reasonable time frame.
If we determine during the performance of a contract that the final price will exceed the quoted price by more than 10%, we shall halt the work or delivery and notify the Customer of this fact. Based on this notification, the Customer may cancel the order, but we have the right to charge the already performed services at the quoted price.
If after the contract is concluded circumstances arise without any fault on our part which make it difficult for us or prevent us from fulfilling our obligations (e.g. force majeure, strike, disruption of production, disease, theft, fire, technical malfunction, export difficulties, power failure, computer network failure, disruption of supply etc.), we have the right to default on our obligations. In case such circumstances are not merely temporary, but last over a month, we are entitled to withdraw from the contract. We shall inform the Customer of such circumstances as soon as possible.
In case of a delay in the performance, for which we are not responsible (for instance when a delay arises due to above mentioned circumstances), the Customer is not entitled to immediately withdraw from the contract, but rather must allow a reasonable extension of the deadline for performance of the contract. In case of a delay in performance for which we are responsible, the Customer must inform us in writing within an agreed deadline if he still wants the goods supplied within a reasonable extended deadline or if he is withdrawing from the contract. If he does not inform us of his decision, he may only withdraw from the contract if the delivery is not carried out within a reasonable extended deadline. In such cases, the Customer is entitled to compensation, limited in accordance with provisions of Article 10 of these Conditions.
- QUALITY, HANDOVER, PERFORMANCE
Data enclosed to the supplied product constitute data on the product’s quality and not a warranty. Unless agreed otherwise, our products comply with regulations and technical specifications applicable in Slovenia. When we supply products based on specific agreed upon specifications, such products must explicitly comply with the specifications.
Unless agreed otherwise, the place of performance is the company headquarters, whereby the Customer can collect the purchased products on our business premises or we can deliver them at the Customer’s cost. The risk of accidental loss during transport shall be borne by the Customer, we can insure the products during transport at the Customer’s request and cost. Without a special arrangement, we shall choose the packaging and transport method ourselves with due care.
The Incoterms 2020 rule FCA (Free Carrier) applies, meaning that the vendor delivers the goods to the Customer at the company’s registered address when it is loaded on a transport vehicle.
If the Customer is late with collecting the ordered goods, the risk of accidental loss shall be transferred to the Customer and the Customer is obliged to compensate us for damages arising due to a delay or breach of contractual obligations on his part.
- REPAIR, SERVICING AND OTHER SERVICES
We carry out repairs under specific arrangements with Customers and to an agreed extent. We repair products at the company’s headquarters, unless agreed otherwise with the Customer.
Prior to concluding an agreement, the Customer must inform us of all circumstances that could affect performance. If it turns out that a performance of services to the agreed extent is impossible, we shall immediately inform the Customer of this and the Customer may cancel the repair or order us to proceed to the modified extent. In any case we are entitled to charge for work already carried out up to this point.
We may agree with the Customer to take a certain item into account, meaning the Customer sells us this item at a price reflecting its use to date and regular amortization. In this case, the Customer shall be responsible for any defects regarding the item in accordance with applicable legislation. The price of the item taken into account depends on whether it can be repaired. If some parts cannot be repaired, we shall replace them and take this into account when setting the price, whereby we shall return the replaced parts to the Customer upon request.
We carry out servicing under specific arrangements with Customers and to an agreed extent. If the Customer wants us to provide services exceeding the scope of servicing (for instance services extending the life cycle of a product), this is also subject to special arrangement. We may also arrange with a Customer to eliminate faults and/or defects on an item at a certain time, whereby the Customer must enable us access to the item requiring servicing and provide us everything necessary to carry out the work unhindered and without delay.
If the Customer fails to meet his obligations, we may demand compensation for problems and/or delays that have arisen.
We implement installation work under specific arrangements. The Customer must enable us timely access to the installation site at his own cost, provide space for work, warn us of any eventual hazards and particularities regarding the installation and provide us everything necessary so the installation may be carried out without unnecessary difficulties and delays. If the Customer fails to meet his obligations, we may demand compensation for problems and/or delays that have arisen.
- LIABILITY FOR MATERIAL AND LEGAL DEFECTS, WARRANTY
The Customer is obliged to inspect the product immediately after receiving it and inform us of any eventual material defects without delay. This also applies if the product is delivered to third parties by the Customer’s order. If the defect cannot be noticed during a detailed inspection, the relevant deadline begins as of the moment the hidden defect appeared. If the Customer does not immediately inform us of a defect which could not be noticed during a detailed inspection, the products is deemed accepted.
After identifying a defect, the Customer must suspend application and other actions that could hinder or make it impossible to inspect the product, detect the defect, rectify it or replace the product, and enable us without any undue delay to inspect the defect during normal working hours. If the Customer files a complaint the customer knows or should know to be unfounded, the Customer is obliged to reimburse us all costs incurred.
We are not liable for defects that arise on a delivered item on account of improper handling on the part of a Customer or third party (including defects that arise due to improper installation or assembly), for wear which is the result of normal application of the delivered item, and for material defects when selling used items.
In case of a material defect, we shall rectify the defect or replace the goods (repair has priority over replacement). Costs, incurred in relation to this, are borne by us. If we deliver a new faultless product to the Customer, the Customer must return the faulty product back to us.
We are only liable for defects that arise within 6 months after the item was delivered. All Customers’ claims and rights relating to material defects expire after 1 year as of the day the Vendor was notified of the defect.
Consumers: Notwithstanding the above, a Customer who is a Consumer may inform us of a defect that becomes apparent within 2 years after collecting the product within 2 months as of the day the defect was detected. A Customer who is a Consumer may always demand the following due to a material defect on the product: that we remedy the defect on the product or return part of the purchase price in proportion to the defect or replace the product with a new faultless one or reimburse the full purchase amount.
We are only liable for defects that become apparent within 2 years after the item was delivered.
All claims and rights of a Customer who is a Consumer expire 2 years after the day the Vendor was notified of the material defect in accordance with the preceding paragraph.
We repair or replace products at the company’s registered address, unless agreed otherwise with the Customer.
Under the liability for legal defects, the Customer is entitled to legal claims. The provisions above regarding liability for material defects also apply mutatis mutandis for claims related to legal defects.
The warranty covers repair or replacement of defective parts in a pre-defined time period, in accordance with conditions listed in the warranty or a different document, enclosed to the delivered goods for a specific product.
The warranty conditions shall immediately be revoked and we shall be resolved of all liability in the following cases:
– if the equipment has been altered or modified without prior written consent;
– if individual parts have been replaced with parts of another manufacturer or if improper lubricants or other maintenance products have been used which do not conform with the manufacturer’s instructions enclosed to the product;
– if the repairs are the result of user negligence, inadequate maintenance or improper use.
If the Customer wants to return the goods to the manufacturer, the Customer bears the packaging and transport costs.
Warranty on goods of various manufacturers is limited by the warranty conditions offered by the relevant manufacturers.
- LIABILITY FOR DAMAGES
Liability for willful misconduct: We are liable to the Customer for damages incurred on account of non-fulfillment or intentional improper performance of our obligations. The same applies for non-material damages in the event of death, personal injury or impaired health.
Limitation of liability: We are not liable for damages incurred by the Customer due to non-fulfillment of our obligations on account of negligence. The same applies if our workers or staff or external personnel or suppliers breach contractual obligations and thereby cause damage on account of negligence. We are also not liable to the Customer if a delay in the supply arises for reasons attributable to the supplier.
If the Customer wants to enforce claims against us because he was unable to use the product, the Customer is obliged to inform us of this and give us an opportunity to replace the unusable item in a suitable deadline. If the Customer fails to do so, even though we would have been able to provide a replacement in the given circumstances, we are not obliged to provide compensation for damages.
We are not liable for accidental damages on items that belong to the Customer or have been handed over to us, particularly in case of trial operation and/or test drives.
Product liability: We are liable for damages that arise when a product default results in death, personal injury or impaired health, or when, due to a product defect, damages are caused to other items, in accordance with general regulations concerning liability for damages.
Our liability is excluded if the damage arose for reasons attributable to the Customer or a third party who did not use the product in a normal or appropriate manner and/or did not comply with instructions, declarations or specifications relating to the product and/or used the product for purposes other than those, for which it had been manufactured.
Exclusion of liability: Any liability of the Vendor exceeding liability for damages in accordance with provisions of this Article 10 is explicitly excluded. Limitations and exclusions of liability in accordance with provisions of this Article 10 also apply in relation and to the benefit of our workers and external personnel.
- DATA PROCESSING AND CONFIDENTIALITY
By concluding a contract, the Customer authorizes us to process and use personal data obtained from the Customer for the purposes of the business relationship in accordance with the Personal Data Protection Act. All correspondence between us and the Customer, including electronic correspondence, shall be considered confidential and treated as such.
- APPLICABLE LAW AND JURISDICTION
All contractual relationships, including pre-contractual relationships, as well as claims arising from them, shall be subject to Slovenian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded. Disputes arising from these relationships, as well as non-payment of invoices, fall under the jurisdiction of the competent court in Celje, but claims against the Buyer may also be enforced before another court that has general territorial jurisdiction in the matter.
- FINAL PROVISIONS
These Conditions enter into force and are accessible as of 1 October 2012 at the company’s registered address and on the Vendor’s website. If some provisions of these Conditions become void, unenforceable or invalid, other provisions of these Conditions shall remain unchanged and applicable. Void, unenforceable or invalid provisions shall be replaced with new and valid provisions, whereby the new provisions shall be as close to the economic purpose of the void, unenforceable and invalid provisions. The Vendor is entitled to amend and update these Conditions at any time, whereby the amended and updated Conditions enter into force on the day the Vendor publishes them on his website.