General Terms and Conditions of Sale
This General Terms and Conditions of Sale apply to all the transactions made between Blažič, robni trakovi, d.o.o. and the purchaser.
· Our General Terms and Conditions of Sale apply exclusively.
· The purchaser recognizes the same through the placing of the order or the acceptance of the supply. Contrary terms of the purchaser shall not apply unless we have expressly agreed to the same.
· We may amend this General Terms and Conditions of Sale at any time. However, the purchaser shall be provided with 30-days advance notice to this effect. Any changes shall apply to Orders accepted by us after the effective date of any such change.
· All orders shall be placed by the purchaser during the working hours of our back office.
· For technical reasons, colors in the catalog and/or on the internet pages may vary from the original tint.
· Deviations in dimensions, items, weight and linear meters up to 20% shall be considered to be within the standard commercial and shall not be considered as a quantitative or qualitative shortcoming.
· The purchaser will find processing instructions for our products on the corresponding data sheets that you can download from our website.
· Our offers are non-binding unless otherwise expressly agreed in writing.
· Prices do not include statutory VAT.
· The purchaser is obliged to check the order confirmation for its correctness immediately upon receipt. Orders shall become binding for us by confirming them in writing.
· Delivery dates provided shall be considered non-binding, except if expressly agreed otherwise in an individual case. The delivery period shall commence with the date of the acceptance of the purchaser's order.
3. Prices and Payment terms
· Unless otherwise provided in the confirmation of the order, our prices apply “ex works”, excluding transport; these are charged separately.
· Prices do not include statutory VAT; it will be stated separately on the invoice at the applicable rate on the day of invoicing.
· Price changes are subject to our own discretion and may be applied at any time. However, the purchaser shall be provided with 30-days advance notice to this effect. The applicable prices are always those effective as at the point in time of the order.
· For orders with an agreed delivery time of more than four months, we reserve the right to raise prices according to incurred cost increases due to supplier and collective agreements, or a rise of material prices.
· Transport charges: please refer to the order confirmation.
· Conditions of payment: as agreed with the purchaser.
· The statutory provisions shall apply concerning the consequences of default in payment.
· In individual cases, we only make delivery against pre-payment. In such cases, we will inform the purchaser in advance.
· In case of default of payment of the purchaser – regardless of the legal relationship – we are entitled to suspend deliveries until the date the payment is received.
· Should it become apparent following the conclusion of the contract that our claim for payment is endangered by lack of solvency of the purchaser, we shall be entitled to demand the provision of security within a reasonable period of time. Should the purchaser fail to comply with this request, we shall be entitled to cancel the contract without becoming liable for damages.
· All our claims shall become immediately due for payment if the purchaser has interrupted his payments on a not simply temporary basis, is over-indebted, if an application has been made for the opening of insolvency proceedings in relation to his assets, if such proceedings have been opened or the opening of such proceedings has been rejected due to lack of assets.
· If the customer does not pay by the due date, the outstanding amounts incur interest at a rate of 8% p.a. starting from said date. This does not affect the right to claim higher interest and further damages in the event of default. The legal regulations apply accordingly.
· The purchaser shall only be entitled to exercise rights of set-off where his counter-claims have been judicially upheld, are undisputed or acknowledged by us. He shall, moreover, only be authorized to exercise any right of withholding in this respect if his counter-claim is based on the same contractual relationship.
· Each delivery is made for the account and at the risk of the purchaser unless otherwise agreed with the purchaser for individual delivery. We reserve the right to determine the mode of transport.
· We reserve the right to carry out the orders in part deliveries – as far as the purchaser can reasonably be expected to accept the same and in so far as not otherwise agreed. Complaints in relation to part deliveries do not release the purchaser from the obligation to accept in accordance with the contract the remaining quantity of the products ordered. Due to production constraints in the manufacturing of edgings, we may have to deliver +- 9 % of the order quantity. This will be treated as a complete delivery and the purchaser will only be invoiced for the quantity received.
· A pre-requisite of our compliance with our delivery commitments is the punctual and proper fulfillment of the obligations on the part of the purchaser. We reserve the right to raise the defense of non-performance of the contract.
· If the purchaser is in default or culpably in breach of other duties of co-operation, we shall be entitled to demand compensation for the loss we have suffered in this connection, including any increased expense. We reserve the right to make further-reaching claims.
· Should the transport or the collection be delayed or not carried out due to circumstances for which we are not responsible, the risk shall pass to the purchaser on the day of notification of the readiness for transport or acceptance.
· We shall also be liable in accordance with the statutory provisions where, as a result of a delay in delivery for which we are responsible, the purchaser is entitled to claim that he no longer has any interest in the further performance of the contract.
· Should we be in default of delivery on account of a bindingly agreed delivery period, the claim to compensation to which the purchaser is entitled to the loss arising from the delay suffered due to the breach of obligation for which we are responsible shall be limited to 0.5 % / complete week, subject, however, to a maximum of 5 % of the purchase price. This shall not apply where the damage suffered results from the breach of a fundamental contractual obligation.
· If having demanded performance in vain, the purchaser claims compensation in place of performance, and if the breach of the obligation for which we are responsible is serious, our liability for damages shall be limited to the foreseeable damage typically suffered in such cases.
· Where the default in delivery for which we are responsible results from the culpable breach of a fundamental contractual obligation, our liability shall be governed by the statutory provisions; however, our liability for damages shall also here be limited to the foreseeable damage typically suffered in such cases.
· The Products may be returned by the purchaser at his own cost and after prior agreement. Products made to specification and Products from the sale and/or Special Offers may not be exchanged.
· Edge-Banding Tapes may only be returned as a roll and in our standard widths, together with a copy of the invoice with the clearly marked position. For the returned Edge-Banding Tapes we issue a credit in the amount of 70% of the value of the returned Edge-Banding Tapes.
· We only accept the return of the Products that are sufficiently protected against damage and soiling.
5. The passing of risk — Packaging
The risk of loss in dispatching the goods shall pass to the purchaser when the goods have been handed over to the transport agent, or, once the goods have left our warehouse for dispatch, provided that the buyer is acting as an entrepreneur. Transport insurance will be arranged only on purchaser’s request and expense when expressed in due time. We will not take transport or other packaging back unless otherwise agreed. The buyer is liable for the disposal of the packaging material.
6. Notification of defects
· The purchaser shall promptly examine the supplied Products without delay and inform us in writing of any quantitative or qualitative shortcomings of the supplied Products within 10 days following the respective delivery of Products.
· The purchaser shall inform us immediately of the damaged packaging.
· The purchaser shall inform us of any hidden defects of the supplied Products within 10 days from the date that the alleged defect is identified or drawn to the purchaser's attention, but not later than within two months following the respective delivery of the Products at the latest.
· Along with a notification of any defective Product, the purchaser shall provide us with sufficient samples, materials and any other required information or materials to determine whether or not such claim is justified.
In the case of thermoplastic edgings, the following dimensional tolerances shall be deemed to be agreed
Permissible deviation of width[mm]
12 - 120
+0,5 / -0,3
Permissible deviation of thickness [mm]
0,4 - 0,8
0,9 – 1,0
+0,10 / -0,15
1,1 – 1,6
+0,10 / -0,20
1,7 – 2,0
+0,05 / -0,25
2,1 - 3,2
+0,05 / -0,30
8. Liability for defects
In case of a duly justified claim, we shall either replace the defective Product(s) as soon as reasonably practicable, adjust the Product(s) in question for sale, or correct the shortage promptly at no additional cost to the purchaser, or in case none of the said solutions would be practical or possible, reimburse the purchaser for the entire purchase price of the defective Products.
· We warrant that the Products shall be free of any defect and fit for use in the period of one year after their delivery to the purchaser, subject to limitations of warranty set forth below.
· The warranty granted in the previous paragraph shall not apply to Products which were applied unprofessionally or contrary to our instructions and /or were stored improperly considering our instructions.
· We shall evaluate any warranty claim submitted by the purchaser within 30 days following the claim of a purchaser.
· In case of a justified claim, we shall either replace or repair the Product in question at our own discretion.
10. Liability - Damages
· Should we be guilty of a breach of duty in the form of deliberate intent or gross negligence, our liability shall be governed by the statutory provisions.
· We shall further be liable if the damage arising results from the breach of a fundamental contractual obligation.
11. Reservation of title
· We reserve title in the item purchased up until receipt of all payments under the contract of supply
· The purchaser shall be obliged to treat the item purchased with care;
· The purchaser shall inform us immediately in writing in the case of seizures or other interventions on the part of third parties.
· The purchaser shall be entitled to re-sell to third parties within his ordinary course of business the products delivered under reservation of title. Where he does so, however, the purchaser shall be obliged to assign to us already now all claims accruing to him against his customers from the re-sale. The assignment is restricted to the amount of the claim, which has been agreed between the purchaser and us as the final invoice amount, including VAT. The purchaser shall be entitled to collect this debt as long as he is not in default in payment. Where this happens, we shall be entitled to revoke the authority of the purchaser to collect the debt; in such case, the purchaser shall be obliged to provide us with all necessary information to enable us to collect the debt from the customers ourselves. We shall be entitled to revoke the authorization for resale and collection where the purchaser is in considerable financial difficulties or has made an application for insolvency proceedings or the opening of composition proceedings.
· Where the purchaser further processes the product delivered by us under reservation of title, this shall always be carried out for ourselves. Where the purchaser also further processes products of other suppliers subject to a reservation of title, the reserved ownership to which we are entitled in the further processed product extends proportionately to the amount outstanding for the time being of unsettled claims (final invoice amount plus value added tax) as the same was agreed between the purchaser and ourselves.
· Where the product delivered by us subject to reservation of title is indistinguishably mixed with other items/objects, we shall be entitled to the claim outstanding for the time being (final invoice amount plus value added tax), as the same was agreed between the purchaser and ourselves. The purchaser grants us co-ownership in this amount. He shall act as bailee of this co-ownership on our behalf. Should the securities to which we are entitled to exceed the realizable value of our claim by more than 20 %, we shall be obliged at the request of the purchaser to release the corresponding securities; the choice of the securities to be released shall lie with us.
12. Recourse against the supplier
· Where claim is made against the purchaser by an end consumer on account of a defect in the delivery for which we are responsible, the rights of recourse to which the purchaser is entitled as against us shall lapse by limitation in accordance with the statutory provisions, calculated as from the passing of risk in relation to the respective delivery. The recourse shall be restricted however to the purchaser’s being able to demand reimbursement from us of the expenditure incurred in the removal of the defect. In all other respects, the provisions of Clause 8 concerning liability shall apply.
· If the purchaser re-sells the purchased Product within the scope of his commercial business to another consumer, and, if he had to take back this Product due to a defect, he can claim defect liability with us with a time limit in accordance with the statutory provisions.
13. Data protection
We shall be entitled to collect, store, change, transmit or use data of the purchaser which we receive from the business relationship with the purchaser.
14. Jurisdiction, Applicable Law
· All issues, questions, and disputes concerning the validity, interpretation, enforcement, performance or termination of this General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the Republic of Slovenia, without giving effect to any other choice of law or conflict-of-laws rules or provisions.
· The provisions of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention, 1980) shall not apply.
· The parties shall try to resolve any dispute concerning the validity, interpretation, enforcement, performance or termination of this General Terms and Conditions of Sale amicably. Should that not be possible, such disputes shall be submitted to the exclusive jurisdiction of the competent court in Ljubljana, the Republic of Slovenia.
· If any of the sales and delivery terms should be invalid, the validity of the contract shall remain otherwise unaffected. Invalid terms shall be replaced by statutory provisions.