GENERAL TERMS AND CONDITIONS OF SALE OF VALEOVITA, TRADING AND SERVICES, D.O.O. FOR LEGAL ENTITIES
- GENERAL PROVISIONS
1.1 These General Terms and Conditions of Sale (hereinafter referred to as the GTC) govern the contractual relations between Valeovita, trgovina in storitve, d.o.o., Parmova ulica 53, 1000 Ljubljana (hereinafter referred to as the Seller) and legal persons or sole proprietors who act as buyers of the Seller’s goods and/or services in a legal transaction.
1.2 The GTC shall apply to all relationships between the Seller and the Buyer, unless otherwise agreed between the Seller and the Buyer on a case-by-case basis. In case of doubt as to a specific agreement, only agreements in writing shall be considered as a specific agreement, whereby electronic communication shall also be recognised as a written form.
1.3 It is a condition for the application of these GTC that the Seller has referred to them in the contract of sale, offer or other documents (hereinafter referred to as the “Transaction”) by which the Transaction was concluded and the Buyer has been given the opportunity to become acquainted with them.
1.4 The Seller reserves the right to set out in a particular Transaction the specific terms and conditions which, in the case of such Transaction, shall prevail over the SPP. This shall also apply in the event of any inconsistency between the terms of a particular transaction and the SPP.
1.5 The Seller shall not accept any terms and conditions of the Buyer that contradict or deviate from these GTC, unless expressly confirmed in writing by the Seller, in which case electronic communication shall also be accepted as a written form.
2. CONCLUSION OF THE TRANSACTION
2.1 A transaction between the Seller and the Buyer shall be deemed to have been concluded when the essential elements of the transaction have been agreed between the parties or when the Seller has received from the Buyer a written declaration that it accepts the Buyer’s offer. The Buyer’s order must be given in writing and sent to the Seller’s address by post, email or web application or in accordance with usual commercial practice.
3. SUBJECT MATTER OF THE CONTRACT
3.1 The Seller shall supply the Goods or perform the Services in accordance with the legal transaction.
4. TIME, PLACE AND MANNER OF DELIVERY
4.1 The Seller shall deliver to the Buyer the agreed quantities and types of Goods or Services within the agreed time and in accordance with the agreed parity. In the event of a sudden extraordinary increase in orders, the Seller reserves the right to change the delivery time.
4.2 The agreed delivery period shall not be considered an essential element of the contract within the meaning of Article 104 of the CC, unless the parties have agreed on this in a specific clause (e.g. “not later than”, etc.). A contractual penalty for late delivery shall only be awarded if specifically agreed in writing. 4.2 The contractual penalty for late delivery shall not be considered an essential element of the contract within the meaning of Article 104 of the CC.
4.3 The Seller shall sell the Items EXW the Seller’s warehouse (INCOTERMS 2020). The Seller may conclude a transport contract at the Buyer’s expense and risk if the Buyer so requests or if such is the business custom between the parties.
If it is the case that the Seller enters into a transport contract at the Buyer’s expense and risk, the Seller shall not be liable for the conduct or performance of the carrier. The Buyer expressly agrees that in such cases it authorises the carrier to sign, in its name and on its behalf and for its account, the bill of lading or delivery note for the goods loaded in or on the means of transport.
4.4 Quantity shall be determined by counting, weighing or measuring, in accordance with applicable law.
4.5 The quantitative acceptance of the Goods shall be based on the measurements (counting) and the Seller’s documents. Variations in quantity may be made within a recognised tolerance of ± 10 % of the total quantity. A deviation within the acknowledged call shall be considered a normal deviation and shall not be the subject of a complaint.
4.6 Acceptance of the services rendered shall be effected by signing a handover note or delivery note.
4.7. in the event that the Buyer fails to take delivery of the Goods within the agreed period, the Seller reserves the right to charge for storage (at the rate of € 30 per day for each day of non-acceptance at the pallet location) and any other costs incurred by the Seller as a result of the non-acceptance of the Goods.
5. PRICE, INVOICING AND PAYMENT
5.1 The Seller reserves the right to change the prices and conditions set out in the Price List if new circumstances arise after the conclusion of the transaction which affect the price and conditions.
5.2 If the Transaction has been concluded by acceptance of an individual offer from the Seller, the price stated in the offer shall prevail unless otherwise agreed in writing.
5.3 Unless otherwise expressly agreed, the Seller shall invoice the Buyer for each individual delivery. A new quotation shall normally be made for each order.
5.4 The Buyer is obliged to pay the Purchase Price according to each invoice/receipt in accordance with the agreed payment terms and conditions to the Seller’s transaction account indicated on the invoice/receipt.
5.5 The Parties agree that the Seller shall have the right to immediately and unilaterally refuse to sell the Goods or to perform the Services if the Buyer owes or defaults on payment of its overdue obligations to the Seller. The Parties further agree that the Seller shall have the right to unilaterally refuse to supply the Goods or perform the Services on a deferred payment basis if circumstances arise which seriously undermine the Seller’s confidence in the Buyer’s ability to pay (e.g. significant deterioration of the Buyer’s financial position, the Buyer’s illiquidity, the blocking of any of the Buyer’s transaction accounts, the commencement of insolvency proceedings against the Buyer), the deterioration of the Buyer’s creditworthiness or the Buyer’s failure to provide adequate security at the Seller’s request.
5.6 In the event of the occurrence of any of the circumstances described in clause 5.5, the Parties may agree to continue to deal on a payment on delivery (payment on account) basis.
5.7 Subject to prior agreement between the Parties, set-offs and assignments shall also be acceptable methods of payment to the Seller. The Parties expressly declare and agree that the Seller may set off any obligation owed to the Buyer against its own claims against the Buyer arising out of their dealings with each other. The Seller undertakes to notify the Buyer in writing of the set-off by providing the Buyer with the relevant specification of the claims which have been extinguished by the set-off.
5.8 The payment period shall commence on the date of receipt of the goods/services or the date of receipt of the invoice. The date of payment shall be deemed to be the date of receipt of payment in the Seller’s transaction account.
5.9 When payment is made to a transaction account, the reference to be made shall be the one written on the invoices/invoices.
5.10 If the Buyer disputes any of the invoice items, the Buyer shall be obliged to pay the undisputed part of the invoice within the stipulated time limit.
5.11 In the event of late payment, the Buyer shall be liable to pay statutory default interest from the date of default until payment.
5.12 Default interest may be charged by the Seller by a debit note due within 8 days of the date of the debit note.
5.13 The Seller shall charge the cost of the reminder on the Reminder for Payment due on the 7th day following the date of issue of the reminder. The cost of the reminder shall be charged in accordance with the applicable price list.
5.14 If the Buyer defaults in the payment of two interest invoices issued consecutively, the Seller may charge the next payments received in accordance with Article 288 CC. That is, it will first charge costs, then interest and finally principal and notify the Buyer with the specification of the payment received. The Parties also expressly agree that the principal obligations shall be settled in the order in which they fall due, unless otherwise agreed in writing.
5.15 The Goods shall remain the property of the Seller after they have been delivered to the Buyer until the Buyer has paid the purchase price for the Goods in full.
5.16 If the Buyer sells the Goods to any third party during that time, the Buyer assigns to the Seller all claims which the Seller acquires against those third parties in respect of that sale. The Buyer shall immediately notify the Seller of the accrual of such claims. The Seller may satisfy its claim for payment of the purchase price together with interest and costs out of the assigned claims. He shall be obliged to deliver to the Buyer on the following day whatever he has recovered in excess thereof. If the Purchaser pays the Purchase Price in full or if other assigned claims remain after full payment of the Seller’s part of the assigned claims, the Seller shall immediately assign them back to the Purchaser.
6. COMPLAINTS
6.1 The Buyer shall immediately notify the Seller of any apparent defects in the quantity or quality of the Goods or Services.
6.2 The Buyer shall reprimand hidden defects as soon as the Buyer has noticed the defect. The Seller shall not be liable for defects which become apparent after 6 months have elapsed from the date of acceptance of the goods or services. The Seller shall not be liable for defects if the Buyer has not stored the goods in accordance with the instructions and normal storage practices and the defects are caused by improper storage. The Seller shall only accept complaints from the Buyer if they are made in writing, in good time and are justified within the meaning of the provisions of the CC. Complaints shall be delivered in writing to the point of sale or by e-mail to office@valeovita.si.
6.3 The Seller is obliged to respond to the complaint and to initiate the complaint resolution procedure as soon as possible, but at the latest within 8 days from the date of receipt of the notification of the complaint. The complaint must be resolved within a reasonable period of time, i.e. such as is objectively necessary to carry out the procedures necessary to establish the facts and resolve the complaint.
6.4 If the parties are of different minds as to the condition of the advertised features, the goods or services must be examined by an independent accredited laboratory or by an independent expert in the relevant discipline. If the complaint is found to be justified, the costs of the expert examination shall be borne by the Seller. If the complaint proves not to be justified, the costs of the expert examination shall be payable by the Buyer.
6.5 The Buyer and the Seller shall agree on the choice of the laboratory or expert in the relevant discipline. If no agreement can be reached on this issue, the choice shall be made by the Seller, who shall also order the examination of the goods or services.
6.6 The Buyer shall provide the laboratory or expert with all necessary assistance and information to enable it to carry out its work in accordance with the principles of good professional practice. The Seller may require the Buyer to provide a deposit to secure the costs of the expert examination. The basis for the amount of the deposit shall be an estimate of the costs to be invoiced by the person taking delivery of the goods for examination. If the Buyer fails to lodge the required deposit, the Buyer shall be deemed to have withdrawn from the claim.
6.7 If the Buyer refuses to cooperate in the fulfilment of the obligation referred to in the preceding paragraph, the Seller shall call upon the Buyer in writing to fulfil the obligation and shall give the Buyer a reasonable period of time to do so. If the Buyer continues to refuse to cooperate and thereby prevents or hinders the performance of the expert examination, the Buyer shall be deemed to have withdrawn from the claim and the claim procedure shall be terminated. In such a case, the Buyer shall also be obliged to reimburse the Seller for the direct costs incurred by the Seller in organising the expert examination.
6.8 In the event of a justified complaint, the Buyer may:
– require the Seller to remedy the defect or to deliver to him another item without defect,
– request a reduction in the purchase price,
– withdraw from the transaction.
6.9 The Buyer may not return the goods complained of to the Seller without the Seller’s prior written consent. The Buyer may also not use the goods subject to the complaint procedure without the Seller’s express consent, otherwise the Buyer’s right to claim shall be extinguished in respect of the quantity of goods used.
6.10 The Seller shall only be liable for ordinary damages suffered by the Buyer as a result of a defect in the goods delivered. The Seller shall not be liable for loss of profit, delay in production, etc.
6.11 The value of the Buyer’s claim in respect of the goods complained of shall not exceed the value of the goods delivered.
7. FORCE MAJEURE
7.1 The Seller shall not be obliged to perform the services or to deliver to the Buyer the contracted quantities and types of goods, nor to meet the delivery deadline in the event of force majeure. The Seller shall also be free from liability for damages caused by force majeure (Art. 153 CC). Force majeure shall be deemed to be circumstances which have arisen as a result of a cause outside the nature of things and whose effect could not have been foreseen, prevented or avoided (unforeseeable and uncontrollable external events). In addition to the usual causes considered by case law, actions by public authorities which have disrupted the supply or would have made it impossible to procure or supply the goods shall also be considered to be a case of force majeure (Art. 153 CC). 4.2.2.
7.2 The Seller must notify the Buyer in writing of the impossibility of performance of the transaction due to force majeure.
7.3 During the period of force majeure, the contractual obligations of the parties shall remain in abeyance, except for the obligation to pay for goods or services already delivered.
7.4 If the Force Majeure lasts for more than 1 month, the parties shall agree on the further fate of the legal transaction. If the parties are unable to reach an agreement, either party shall have the right to unilaterally terminate the transaction by giving written notice to the other party (Art. 329 CC).
8. TRADE SECRETS
8.1 The entire transaction, including all documentation relating thereto, shall be considered a trade secret and the Parties shall protect the information concerning their business dealings under the transaction and shall prevent third parties from gaining access to it. The responsible persons of the Parties shall be criminally liable for the disclosure of information classified as business secrets.
8.2 The Parties agree to keep the information confidential and to use it only for the purpose of performing the object of the transaction. The parties further agree not to disclose the trade secrets to anyone except:
– the parent company, its subsidiaries, associated or otherwise jointly controlled companies and those of its employees or associates in such companies who are responsible for reviewing such information and who need the information for their work.
8.3 The obligation to protect business secrets shall not apply in cases where:
– a Contracting Party is aware of a trade secret before it has been received by the other Contracting Party;
– the trade secret becomes public for a reason other than a breach of the legal transaction;
– the trade secret was independently developed by the contracting party without breaching the provisions of the mutual legal transaction;
– the trade secret is disclosed by a party to the contract at the request of a competent court or other public authority;
– a party to a contract discloses a trade secret to a third party on the basis of a written authorisation from the other party to the contract;
– the trade secret is received by a third party without similar restrictions and without breach of the mutual legal transaction.
8.4 The Buyer authorises and authorises the Seller to transmit selected data from the balance sheets to databases maintained centrally by credit reference companies.
9. E-COMMERCE
9.1 Electronic data interchange
9.1.1 Content, procedures and security of e-commerce
The Parties may agree to exchange agreed business documents electronically.
Once the parties have agreed on the subject matter of the electronic transaction (which business documents – e.g. orders, delivery notes, invoices, etc.), they shall determine the technical protocol for the exchange of data, including the way in which the data will be protected during the transmission process.
9.1.2 The technical data exchange protocol shall include:
– the method of data transmission,
– data protection during transmission (pgp …),
– electronic signing of documents (e.g. e-invoices),
– time stamping.
10. WITHDRAWAL FROM THE TRANSACTION
10.1 In the event of a breach of the Seller’s obligations, the Buyer shall remind the Seller of the obligation and shall give the Seller a further reasonable period of time, which shall not be less than 8 days, in which to comply with the obligation. If the Seller fails to remedy the breach within the time limit, the Buyer may withdraw from the transaction without notice.
10.2 The Parties agree that the Seller shall have the right to withdraw from the transaction without notice:
– if the Buyer owes or has not settled its outstanding obligations to the Seller,
– in the event of default by the Buyer in making payment within the period agreed in the particular transaction,
– if the Buyer is the subject of bankruptcy, liquidation or compulsory administration proceedings,
– if the Buyer becomes insolvent in the Seller’s opinion, even if the insolvency has not been established by a court decision, or if there are other reasons from which the Seller may reasonably conclude that the Buyer will not be able to fulfil its obligations,
– if the buyer ceases its business,
– if the Buyer has been subject to a court order for payment of debts and his accounts have been blocked for more than 3 days as a result,
– if, in the Seller’s opinion, there is any such adverse development in the economic, legal or personnel situation of the Buyer or other such circumstances arise which would or might place the Seller at a material disadvantage or which would seriously undermine the Seller’s confidence in the Buyer and/or its ability to perform its obligations or which might in any way jeopardise, impede or render impossible the performance of the Buyer’s obligations.
10.3 If the transaction is of indefinite duration, either party may terminate it by giving one month’s notice, provided that the transaction may not be terminated during the course of the operation if this would cause the party to suffer commercial loss, unless the other party consents to such termination.
10.4 Notice of termination or withdrawal must be given by registered post and shall be deemed to have been given on the next working day following the date of posting.
10.5 The notice of termination or withdrawal shall take effect from the date of service in the manner described in clause 10.4 and shall be effective in advance.
11. ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING CLAUSE
11.1 If, in the preparation and/or conclusion of the present Contract, any unauthorised advantage is offered or conferred by any person on behalf or for the account of one Party to a representative or agent of the other Party for:
– to obtain business; or
– to obtain a transaction on more favourable terms; or
– to omit to exercise due control over the performance of the contractual obligations; or
– any other act or omission which causes damage to a contracting party or enables a representative of a contracting party, the other contracting party or its representative, agent or intermediary to obtain an undue advantage, the contract shall be void.
11.2 The Parties undertake to conduct their business in accordance with the applicable regulations on the prevention of money laundering and terrorist financing.
12. VALIDITY OF THE SPP
12.1 The invalidity of any provision of the SPP or the Transactions shall not affect the validity of the remaining provisions of the SPP and/or the Transactions entered into pursuant thereto.
12.2 The SPPs shall remain in force indefinitely or until new or amended SPPs are in force.
12.3 The Seller shall notify the Buyer of the intended amendment to the SPCs or the entry into force of the new SPCs by way of an announcement at the time of the issue of the Offer and shall publish the amendments on its website www.valeovita.si prior to the anticipated entry into force of the amended or new SPCs, as the case may be.
12.4 Upon the announced or published entry into force of the new or amended SPCs, the Buyer may terminate the applicable Transaction by giving one month’s written notice of termination prior to the anticipated entry into force of the new or amended SPCs, as the case may be.
13. FINAL PROVISIONS
13.1 The Seller and the Buyer shall be bound only by those obligations set out in these GTC or agreed in writing between them and by those provisions of the CC, other laws and regulations which are mandatory in nature.
13.2 Each party to the Contract shall promptly notify the other party in writing of any change in the details of the registered office of the Company or any other details.
13.3 The Parties acknowledge that, for reasons of common interest, the obligation to manage packaging waste in accordance with the requirements of Article 26 of the Packaging and Packaging Waste Management Regulation has been arranged in such a way that the Parties have contractually delegated this obligation to the Packaging Waste Management Agent Companies.
13.4 The Purchaser shall have the right to assign this Transaction and/or any of its rights and obligations under this Transaction to a third party, provided that it obtains the prior written consent of the Seller.
13.5 The law of the Republic of Slovenia shall govern the interpretation and interpretation of all provisions of these GTC, as well as the regulation of all legal transactions arising out of them.
13.6 The Parties shall settle any disputes arising out of their legal transaction by mutual agreement, failing which they shall submit the dispute to the court of subject matter jurisdiction in Koper.
13.7 The GTC are publicly published on the Seller’s website www.valeovita.si and are subject to change.
13.8 By ordering or purchasing from the Seller, the Buyer declares that it is fully aware of these General Terms and Conditions and accepts all the provisions of these General Terms and Conditions of Sale.
13.9 The text of the applicable General Terms and Conditions shall be binding on all parties entering into a legal relationship with the Seller, and the party entering into a business relationship shall be deemed to be aware of and to have accepted the General Terms and Conditions.
13.10. The General Terms and Conditions are published on the website www.valeovita.si and are valid from 15.6.2024.