Validity: from 01.08.2024 onwards

I. Validity of General Sales Conditions

These general conditions, hereinafter referred to as GSC, exclusively determine the basis for all our offers and any sale or delivery of goods and services by the company INTERCOM CELJE trgovska družba d.o.o.

The GSC are an integral part of all transactions between the seller and the customer (hereinafter referred to as the parties) and have exclusive validity. They also apply in cases where they are not expressly mentioned in the offer (contract). Changes to the GSC are valid only if agreed upon in writing. The parties must inform each other of changes to address, tax registration, and other matters related to the business. Requests for written agreement by the parties cannot be bypassed.

The customer can access the general sales conditions on the seller’s website: https://petkovsekcylinders.com/ and at the company’s headquarters. It is considered that the customer is validly acquainted with the GSC through this means, and they apply even if the seller does not include them when delivering goods or performing services. Any terms and conditions of the customer that contradict or supplement these GSC are not valid and do not become part of the contract unless the seller agrees to their validity in writing.

II. Scope and validity of the offer

The offer includes a description of the goods or services, quantity, price per unit, total amount, payment terms, delivery time, and method of delivery. The validity period of the offer is indicated on the offer and is typically 5 working days. The offer is considered accepted when the seller receives the customer’s written confirmation, sent order, or advance payment before the expiration of the specified period. By confirming the offer or sending the order or making an advance payment, the customer agrees to the GSC.

III. Scope of order validity

The order includes:

– Exact company name, address, and relevant tax information

– Precise delivery address

– Payment terms, due date, and payment method

– Specification of required certificates and other technical data (drawings, sketches, DXF, etc.) necessary for the seller to properly and smoothly prepare the goods for service execution.

If any of the data is missing, it is considered that the parties agree on the standard properties of the seller’s goods. If, after order confirmation, it is revealed that the customer has provided incorrect or incomplete technical data for the preparation of goods or service execution, the seller is not responsible for errors in the executed order resulting from the customer’s submission of incomplete technical data.

The order is valid when the seller confirms it in writing to the customer. The seller’s obligation under the order arises when the seller confirms the order and has all the necessary information regarding the order, provided that the customer has settled all previous obligations to the seller.

The value according to the offer is valid only in the case of ordering all items and positions as per the offer. If only individual positions from the offer are ordered, the seller reserves the right to change the prices.

The customer cannot modify or cancel the order unless the supplier agrees to it (in writing).

IV. Delivery of Goods

The approximate delivery time is stated in the order confirmation. The seller reserves the right to partial deliveries.

In the event of force majeure, disruptions in transportation routes, machinery or equipment failures, or other extraordinary events, the seller may extend the delivery time for the duration of the extraordinary event.

The seller utilizes transportation services of multiple contractual partners for delivery and reserves the right to choose the most suitable service for optimal delivery. The seller is not responsible for damages to products or delays caused by the negligence or non-compliance of the freight forwarder or carrier.

In the case of goods ordered with the EXW (Ex Works) incoterm/own collection at the location of the company INTERCOM CELJE trgovska družba d.o.o., the customer must collect the goods within 3 (working) days after receiving the notification that the goods are ready for shipment. Otherwise, the customer is obliged to pay storage costs amounting to 0.5% of the value of the goods in EUR per day of delay. The costs specified in this clause are defined as net. After the expiration of the 3-day collection period, the customer assumes all potential risks of loss, damage, or reduction in the value of the goods. The seller, after this period, gains the right to either unilaterally terminate the sales contract by sending a declaration to the customer’s address or organize the delivery of the ordered and uncollected goods to the customer’s address at the customer’s expense, issuing an invoice for transportation and handling costs according to the applicable internal price list of Petkovšek Rok s.p. or based on actual costs. The customer bears all costs related to the preparation and execution of the order.

For own collection, the customer must provide suitable transportation means based on the dimensions and other characteristics of the ordered goods. Otherwise, the seller has the right to refuse loading the goods and, at the customer’s expense, arrange the delivery of the goods to the customer’s designated address using suitable transportation means, issuing an invoice for transportation and other costs according to the applicable internal price list of INTERCOM CELJE trgovska družba d.o.o. or based on actual costs. The seller’s responsibility for any damage incurred during the customer’s own loading and transportation is excluded.

V. Handover and Quantity and Quality Inspection of Goods

The customer is obliged to conduct a quantity and quality inspection of the goods upon receipt. Upon receipt of the goods, which the customer or their carrier confirms in writing by stating the carrier’s name and surname and signing the document, the risk of loss or damage to the goods passes to the customer. The customer must provide identification upon personal collection of the goods.

The quality and quantity of the goods are deemed appropriate if they correspond to the standard characteristics of the seller’s goods. The delivered quantity must be the same as communicated. Return of goods after receipt is not possible unless there is a justified complaint. Exceptionally, returns are allowed if the parties agree in writing on the possibility of return. In this case, the seller charges the customer additional transportation and handling costs. The costs specified in this clause are defined as net. The cost of handling the returned goods is €40. If the actual costs exceed this amount, the actual costs will be charged.

VI. Prices and Payment Terms

For each individual sales transaction, the prices stated in the offer apply. The prices of the goods do not include delivery costs, certificates, special packaging, pallets, or value-added tax. These costs are invoiced according to the applicable internal price list of INTERCOM CELJE trgovska družba d.o.o. and are separately defined in the offer. Unless otherwise agreed in writing, the customer bears these costs. VAT and other mandatory taxes in Slovenia and abroad are stated separately on the invoice, reflecting the amounts applicable on the day of invoice issuance.

By specifying the validity of the offer, the seller confirms the validity period of the prices for the goods.

For orders of goods with a value below €20, an administrative surcharge of €10 is applied. For orders of products from production with a value below €200, a work preparation surcharge of €30 is applied. The costs specified in this clause are net.

In the event of unforeseen additional work, an annex to the offer is prepared, specifying the costs. The customer is informed about this and must confirm the additional work with their signature.

The seller issues an invoice, which is due for payment within the agreed period and is considered settled when the seller receives the funds in their transaction account. The customer must submit any objections to the invoice in writing within 8 days of receiving it. After this deadline, objections are no longer possible.

For late payments, the seller reserves the right to charge statutory default interest. In the case of debt collection, the customer bears all costs associated with judicial and/or extrajudicial recovery of the debtor, including but not limited to costs of written and telephone reminders, enforcement agents, lawyers, courts, legal advice, and default interest. In the event of payment delays exceeding 30 days, the seller has the right to change the agreed payment terms and suspend all deliveries of goods until the customer settles all outstanding obligations.

The customer must settle their obligations to the seller independently of their own business payments for goods and services to their own customers.

The seller has the right to offset received payments against the customer’s older matured obligations. They are set off first by paying the costs, followed by interest, and finally the principal amount. Offsetting and other settlements from any opposing claims by the customer must be agreed upon in writing in advance.

VII. Warranty for Material and Hidden Defects

The seller guarantees that the delivered goods are free from defects and comply with the specifications in the order, confirmed drawings, and order confirmation. In case of any deviation from the agreed quantity or quality, the seller undertakes to replace or repair the claimed goods. The delivered goods and services must be carefully inspected immediately upon delivery by the customer or a third party designated by the customer.

The customer must report obvious defects in the goods immediately upon receipt; otherwise, they lose their right to claim. Any notifications received by the seller more than 8 days after the date of delivery will not be considered. In the event of a hidden defect being discovered, the customer must notify the seller immediately. The seller is not liable for defects that become apparent more than 6 months after the date of receipt, unless a longer period was specified in the terms. The customer must accurately describe the defect in the notification and may also invite the seller to inspect it.

Valid claims are resolved through various methods: repair of the goods, replacement with alternative goods, or price reduction. The seller and the customer may agree on the return of the claimed goods. In this case, the customer must return the claimed goods to the seller in the same condition and quantity as received upon delivery. The customer bears the costs of any damage caused to the goods due to improper storage, processing, or use by the customer. The repair of the claimed goods can be performed either by the seller or by the customer. The customer may only carry out the repair with the seller’s prior written consent. If the customer performs the repair without the seller’s prior consent, the claim is considered unjustified, and all claim procedures cease.

In the event of a claim, the customer must pay the undisputed portion of the purchase price to the seller within the agreed payment period stated on the invoice.

The seller’s warranty is limited to the value of the claimed goods.

The seller does not guarantee the unsuitability of the goods if it is a result of the customer’s incorrect order (failure to provide specifications, purpose, or incomplete technical documentation). The seller also does not guarantee any damage incurred by the customer due to improper, negligent installation, use, storage, or monitoring of the delivered goods.

VIII. Liability for Damages

Customer claims for compensation instead of rectification of defects are excluded. Under no circumstances does the seller assume liability for the following:

1. Claims for damages by third parties.

2. Damage or destruction of goods by improper use.

3. Special, incidental, or consequential damages or economic consequences, including loss of profits.

IX. Reservation of Ownership

The delivered products remain the property of the seller until the customer fulfills all obligations towards the seller (including default interest). Until the obligations are fully settled, the customer is not entitled to pledge, transfer as security, or take any other measures that would jeopardize the seller’s ownership rights. In the event of reselling products, the customer assigns in advance all claims arising from the further sale to INTERCOM CELJE trgovska družba d.o.o. until the debt is completely settled.

As long as the reservation of ownership lasts, the buyer does not have the right to modify or interfere with the products or packaging. The seller remains the owner until the delivered goods are fully paid for.

X. Protection of Trade Secrets and Personal Data

Both parties are obliged to protect all data related to business operations (in written, oral, or any other form, directly or indirectly) as trade secrets, in accordance with applicable laws and best business practices. The party receiving any confidential data or information, its employees, or other affiliated individuals shall not use, disclose, or provide such data and information to any third party, company, or entity without the written consent of the other party.

The seller has the right to process and store the customer’s data to the extent necessary for the implementation of contracts and business operations, for as long as required by legal provisions.

XI. Final Provisions

INTERCOM CELJE trgovska družba d.o.o. is always entitled to correct obvious typing and calculation errors in sales documents.

Transfer of the customer’s rights and obligations to the seller is only possible with the seller’s written consent.

The seller reserves the right to change the terms without prior notice. Any changes or amendments to these terms are valid only in written form. In the event that one or more provisions of these terms become invalid or unenforceable, it does not affect the validity of the remaining provisions. In the event of a dispute regarding the interpretation or implementation of these terms or other individual agreements, the Slovenian version prevails.

Any disagreements and disputes arising from the business relationship will be resolved amicably between the seller and the buyer. If they are unable to resolve the dispute, the competent district court in Škofja Loka shall have jurisdiction.

Any disputes are subject to Slovenian law. All matters regarding the business relationship between the parties that are not defined in these terms are subject to the general rules of Slovenian civil law.

These general sales terms and conditions become effective on 1.8.2024.