The General Terms and Conditions of IZOP-K d.o.o. (hereinafter: the “Terms”) are an integral part of the offer issued by the Seller, are binding for the Buyer from the date of acceptance of the offer and apply to all products offered by the Seller.
By accepting the offer, the Buyer confirms that it is acquainted with these Terms and accepts them in full, and they are thus binding on the Buyer and the Seller.
For the purposes of these Terms, the term “parties” together meaning both, the Seller and the Buyer.
The business relationship between the Seller and the Buyer is considered concluded at the time when the Buyer accepts the offer. If the offer is not accepted within the period specified for its validity, it shall be deemed to have expired.
The business relationship is valid until the parties fulfil their obligations in accordance with the valid offer.
The quality of the Product shall be in compliance with the specifications, EU regulations and highest industry standards.
In time of confirming the offer by the Buyer, the parties are obligated to receive all the necessary license and permits, allowing executing customs and other formalities concerning import and export of the Product, such as import and export license, general license and all other licences required by applicative law.
The binding prices for the Products are those set forth in the offer, and are to be considered as being for goods made ready ‘’EX-WORKS’’ (EXW), Hrašče 23, 5272 Podnanos, Slovenia, according to the Incoterms 2020 (International Commerce Terms), unless parties agree otherwise. The parties agree that the organization of transport of the Product is on the side of the Seller, and the Buyer takes over the costs arising from the organization process.
The prices set forth in the offer shall only apply to the agreed quantity of the Products. The agreed prices are based upon the costs at the date of the offer. In the event of changes of raw materials on the stock exchange of materials, taxes or other price relevant costs for more than 2 % (two percent), the Seller retains the right to modify prices.
The Buyer must ensure storage and handle of the Products in accordance with the specifications. In the event that the Buyer does not ensure the requirements of the specifications, then the Seller will not assume any responsibility for any Product damages or defects that are caused by inappropriate storage and handling.
The parties agree on European Central Back (“ECB”) exchange rate on the day of cash flow on Buyer’s account.
If the exchange rate between the advance payment and final payment changes by more than 0,5 % (zero point five percent), the Parties shall settle the difference with the next order or payment, in favour of losing Party.
The ordered Products remains the property of the Seller until full payment of the invoice by the Buyer. In case of a non-payment, the Seller retains the right to take back all the Products without any intervention or mediation of a court. All risks to which the Products may be exposed shall pass to the Buyer by handing over the Product to the delivery service.
The Seller represents and warrants that all Products purchased from the Seller shall (i) conform to the applicable Specifications and (ii) in accordance with valid EU legislation. The Seller further warrants that has obtained all permits, licenses, certifications, and approvals necessary to supply the Products in accordance with valid EU legislation.
As stated above the Seller only warrants about Products being in accordance with valid EU legislation, compliance with other legislations is obligation of the Buyer.
In no event the Seller shall be held responsible for damages, direct or consequential, that may result to any end-buyer of the Buyer, or the Buyer, that is not caused by negligence or intent of the Seller. To the extent permitted by law, the Seller limits its liability for all damages arising out of these Terms and/or ordered Products, to the amount of 20.000,00 EUR.
The Buyer is obliged to examine the Products immediately upon receipt (this means in 3 business days). In the case of quantitative or material (such as damaged Products) defects, the Buyer must notify the Seller in writing (with detailed and concrete description and proof, such as photo, etc.) immediately upon learning of such defect, but no later than 3 business days upon receipt of the Products. Provided that such defect is found to be real, the Seller is obliged to replace the missing or defected Products at his own expense within 60 days upon the receipt of the notice of the defect. The Seller shall have no further liability to the Buyer in respect thereof. No Products may be returned to the Seller without the prior agreement in writing of the Seller.
During the validity of this Terms, the Buyer is authorized to use Intellectual Property solely in accordance with this Terms. The Buyer acknowledges that all intellectual property rights in respect of the Products, remains vested with the Seller. “Intellectual Property” includes any invention, discovery, concept, expression or work, whether or not patented or patentable, including, without limitation, discoveries, compositions, know-how, procedures, technical information, processes, methods, devices, formulas, software, protocols, techniques, designs and drawings, any physical embodiment thereof, and any patent, copyrights, trademarks, industrial designs and utility models, (and applications therefore), trade secret or other intellectual property right related thereto, including Confidential Information (as defined below). The Buyer agrees that it will not at any time during or after the end of business relationship with the Seller, seek to register any trademark, trade name, website addresses, URLs, copyright or other proprietary right or assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark or other Intellectual Property. The Buyer will not distribute, reproduce, reverse engineer, decompile, disassemble or create derivative works of Intellectual property rights except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to the Buyer other than those explicitly granted under this Terms. The Seller has not verified the possible existence of third-party intellectual property rights which might be infringed as a consequence of the sale and/or delivery of the Products and the Seller shall not be held liable for any loss or damage in that respect.
All documentation the Buyer may receive or become aware of confidential or proprietary information belonging or relating to the Seller, including without limitation information related to its business, business plans, affairs, pricing information, financial data, trade secrets, and customer lists or activities (“Confidential Information”). In consideration of such Confidential Information being disclosed or otherwise made available to the Buyer for the purposes of the performance of the business relationship between the parties, the Buyer undertakes that it shall not at any time, either during or at any time after the end of business relationship between the parties or the contractual relationship between them, either directly or indirectly, disclose, divulge or use any Confidential Information or to disclose it to third parties for whatever motive by the Buyer without written authorization of the Seller.
The parties agree to hold Confidential Information in confidence during the term of this Terms and for a period of 5 years after the end of business relationship, whatever the reason. The parties agree not to use or make each other's Confidential Information available in any form to any third party for any purpose other than the implementation of this Terms. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Terms.
Neither party shall not be deemed to have defaulted or failed to perform hereunder if that party’s inability to perform or default shall have been caused by an event or events beyond the control and without the fault of that party, including (without limitation) acts of government, embargoes, fire, flood, explosion, acts of God or a public enemy, strikes, labour disputes, vandalism, civil riots or commotions, or the inability to procure necessary raw materials, supplies, or equipment.
On the occurrence of such events as listed above, the party affected by a Force Majeure event (hereinafter the “Affected Party”) shall notify the other party of such event immediately upon having knowledge thereof. The performance by the Affected Party shall be postponed and extended for the duration of the force majeure event; however, if performance of the Affected Party is delayed due to the force majeure event for more than 30 calendar days, the other party may terminate the order by giving the Affected Party 30 calendar days advance written notice.
All legal disputes between the parties arising under or in any way related to this Terms, shall be settled by amicable and mutual goodwill of both parties, if not, this Terms shall be governed and construed under laws of Slovenia and all disputes arising out of this Terms or/and related to its violation, termination or nullification shall be finally settled in the competent court in Ljubljana, Slovenia.
These Terms apply from October 2021.
IZOP-K d.o.o.
