THE SALES TERMS AND CONDITIONS OF EXTERFER D.O.O.

 

1. Scope of Application of These Terms and Conditions

  • These Sales Terms and Conditions apply without exception to all sales conducted by EXTERFER d.o.o. (hereinafter: EXTERFER or the seller). For any matters not covered by the Sales Terms and Conditions, the applicable regulations shall apply. Any terms set by EXTERFER’s contractual partner (e.g., the buyer or client, hereinafter: the buyer) that deviate from these terms shall only be valid with the explicit written consent of EXTERFER. By placing an order, the buyer is deemed to be familiar with and agrees to these Sales Terms and Conditions.
  • Any deviations from these Sales Terms and Conditions are only valid with the explicit written approval of the seller. Such deviations will have a one-time effect and will not affect the validity of the other provisions of the Sales Terms and Conditions or any other contracts.

 2. Seller’s Offers

  • The seller’s offers are considered non-binding.
  • The technical documentation or product specifications may not be copied or shared with third parties without the seller’s written consent. The seller may request the return of the documentation at any time, and if the goods are ordered from a third party, the documentation must be immediately returned to the seller.

3. Conclusion of the Contract

  • The contract for the sale of goods is considered concluded upon the seller’s written confirmation of the buyer’s order.
  • The seller reserves the right to modify prices and other terms if the buyer’s order does not align with the seller’s offer.
  • The buyer cannot cancel or modify the order after receiving the seller’s written confirmation unless the seller expressly agrees to it in writing.
  • Any specifics from the seller’s website, catalog, brochures, or other materials, as well as any other oral or written statements by the seller, are only binding if explicitly mentioned in the order confirmation by the seller.
  • Any subsequent amendments or additions to the contract are only possible through a written addendum.


4. Prices

  • Prices are quoted as ex-works or ex-warehouse of the seller and do not include VAT, packaging, packing, loading, transportation, delivery, unloading, disposal, and appropriate recycling, as well as the disposal of packaging. The buyer is responsible for all costs, taxes, or other charges related to delivery. If the delivery terms include transportation to an address specified by the buyer, the buyer bears all transportation costs as well as any insurance costs for the transportation. Delivery does not include unloading and subsequent handling of the delivered goods, which is the responsibility of the buyer. The disposal of packaging is only possible based on prior explicit agreement.
  • Prices are based on cost calculations at the time of the first price quotation. In the event that costs, raw material prices on the global market, labor costs, or other operating costs, as well as exchange rates, increase between the time of the quotation and the delivery of the goods, the seller has the right to adjust prices accordingly to reflect these costs.

 

5. Delivery / Supply

  • The delivery period (hereinafter: delivery) begins to run when the last of the following dates occurs:
    • the date of the seller’s order confirmation;
    • the date the buyer fulfills all conditions (technical, commercial, and others) for which they are responsible;
    • the date on which the seller receives the required advance payment or deposit or payment security prior to delivery.
  • The buyer is responsible for obtaining, at their own expense, any licenses and/or permits required by regulations or a third party for delivery. If obtaining such licenses and permits requires a certain amount of time for any reason, the delivery period is extended accordingly.
  • In case of unforeseen circumstances or circumstances beyond the control of both parties, such as force majeure, which hinder the execution of the delivery within the agreed deadlines, these deadlines are extended in any case for the entire duration of such circumstances. In particular, such circumstances include armed conflicts, official government interventions and prohibitions, transportation or customs delays, epidemics, weather phenomena, transportation damage, energy and raw material shortages, labor disputes, strikes, demonstrations, riots, and/or failures in the execution of work and/or in the supply of equipment by suppliers of raw materials or materials that are difficult to replace. The aforementioned circumstances justify the extension of deadlines, whether they affect the seller or their subcontractors.

 

6. Transfer of Risk

  • The risk of accidental destruction or damage to goods passes to the buyer at the time of shipment from the seller’s factory or warehouse, regardless of previously accepted conditions in the offer (e.g., CIF, etc.) or order. This provision also includes cases where shipments are carried out, organized, and supervised by the seller.

 

7. Payment

  • Payment is made at the seller’s place in the agreed currency. Monetary transfers, checks, etc., are acceptable only if the buyer also covers all interest, costs, and fees associated with such payment.
  • The buyer is not entitled to withhold or reduce payment or to compensation or offset based on any warranty or claim against the seller.
  • Payment is considered completed on the day the agreed amount is fully available to the seller.
  • If the buyer does not fully or timely fulfill the payment terms or other obligations under this or other contracts, the seller may, without prejudice to their other rights under this contract:
    • suspend the fulfillment of their obligations until payments are made or other obligations are fulfilled and may claim the right to extend the delivery period, and/or,
    • demand immediate payment of outstanding obligations from this or other contracts and charge statutory default interest on unpaid obligations from the day of delay until payment.
  • In any case, the seller has the right to claim compensation for all damages and costs (including pre-litigation costs, especially reminder fees and attorney’s fees) incurred due to the buyer’s non-fulfillment of obligations.
  • All discounts are granted on the condition of full and timely payment, and with the additional condition that the seller explicitly agrees to the discount in writing.
  • The buyer may reject the invoice no later than within eight (8) days of receipt. The buyer must precisely explain and justify the rejection. In the event of delay or unjustified or insufficient explanation, it is considered that the buyer fully accepts the invoice.
  • The buyer undertakes not to assign claims against the seller to third parties without prior written consent from the seller.

 

8. Retention of Title

  • The seller retains ownership of the goods until the full contractual value is paid, even after the goods are delivered to the buyer. The contractual value that the buyer must pay before the transfer of ownership includes contractual and default interest and costs incurred by the seller in collecting obligations under this contract, and other costs incurred by the seller under this contract. The buyer acquires ownership of the contract subject only after paying the contractual value or fulfilling all obligations from the previous sentence. The delivery of the contract subject does not result in any real legal effect, even though possession of the contract subject is transferred. Ownership will be transferred upon payment of the purchase price or fulfillment of all the buyer’s obligations with a special written statement from the seller.  

 

9. Warranty and Liability for Defects

  • If the buyer’s payments are correct and timely, the seller is obligated, under the terms stated herein, to correct any defects found upon the receipt of the goods caused by material or production errors, within the periods and under the conditions as provided by the manufacturer’s warranty. The buyer must perform a quantity and quality check immediately upon receiving the goods. Any shipments with apparent defects must be immediately rejected by the buyer to the carrier or delivery person, otherwise, they lose all rights in this regard. In the event of a complaint about the goods, the complaint report documenting defects during transportation must also be signed by the carrier.
  • The buyer must report any material defects immediately, but no later than eight (8) days from the date of delivery.
  • In the case of hidden defects, the buyer must report them immediately but no later than eight (8) days from discovering the defect. The seller is not responsible for hidden defects that appear more than six (6) months after the date of delivery.
  • The buyer must keep the defective goods in their existing condition until the complaint is fully resolved or until the seller orders the return of the goods, otherwise, they are responsible for all resulting damages and costs. If the seller approves the complaint, the buyer must return the defective goods no later than 14 days after receiving the complaint approval notice, otherwise, they lose the right to return the defective goods.
  • The warranty does not cover descriptions and specifications from the seller’s website, catalogs, brochures, and promotional literature, nor does it cover written and oral statements not expressly included in the contract.
  • The warranty period begins at the moment the risk is transferred, in accordance with Section 6 of these terms.
  • The buyer can claim the warranty only if they submit a written notice of the defect to the seller immediately after the defect occurs, and the seller receives this notice. The buyer must also immediately prove the defect, especially by sending all available materials and information to the seller. Upon receipt of such notice, if the defect is valid under the warranty provisions of point 9, paragraph 1, the seller has the following options at their discretion: replacement of the defective goods or part of the goods, repair at the buyer’s premises, return of the goods for repair at the seller’s premises, or granting a reasonable, justified price discount. Failure to comply with the buyer’s obligations regarding timely and proper notice will result in the loss of any potential warranty claims by the buyer.
  • All costs incurred in connection with the repair of defects (e.g., assembly and disassembly costs, transportation, disposal of waste material, travel expenses, etc.) are the buyer’s responsibility. For warranty work performed on the buyer’s premises, the buyer shall provide assistance, lifting devices, scaffolding, and various other equipment required for the work at their own expense. Replaced parts remain the property of the seller.
  • If the seller manufactures goods based on design data, sketches, models, and other specifications provided by the buyer, the seller’s warranty is limited solely to the conformity of the manufactured goods with the buyer’s specifications.
  • The seller’s warranty obligations do not cover defects that occur during installation work not carried out by the seller; defects caused by improper equipment or disregard for installation requirements and working conditions; defects due to overloading beyond the limits specified by the seller, negligence, or improper operation, or the use of unsuitable materials; and defects resulting from the nature of the basic material provided by the buyer. The seller is also not responsible for damages caused by third parties, atmospheric discharges, excessive electrical voltage, and chemical effects. The warranty does not cover part replacement due to wear and tear. The seller does not provide any warranty in the case of the sale of used goods.
  • The warranty immediately becomes void if the buyer or a third party, without the seller’s explicit authorization, repairs or modifies the delivered goods.
  • The provisions from points 9, paragraph 1 to 9, paragraph 11 apply, mutatis mutandis, to all cases where the obligation to remedy defects is prescribed by law, which binds the seller regardless of the provisions of these terms.

 

10. Withdrawal from the contract

  • Notwithstanding its other rights, the seller is entitled to withdraw from the contract in the following cases without granting the buyer an additional deadline:
    • if delivery is hindered or impossible due to reasons attributable to the buyer, or;
    • if the seller has doubts about the buyer’s ability to pay, and the buyer, upon the seller’s request to make an advance payment or provide appropriate security for payment before delivery, fails to do so, regardless of the terms of the contract, or;
    • if bankruptcy, liquidation, compulsory settlement, or any similar proceeding is initiated against the buyer, or,
    • If the delivery period is extended by more than half of the originally agreed period or by at least 6 months due to the reasons mentioned in point 5, paragraph 3.
  • In the event of the seller’s withdrawal from the contract, the buyer is obligated to settle all obligations due up to that point in accordance with the terms of the contract. The buyer is also required to pay for goods or services that have not yet been taken over or accepted, as well as for preparatory work carried out by the seller, and all costs incurred by the seller in fulfilling their obligations. The seller may instead request the return of the goods already delivered.
  • The buyer has no claims against the seller based on usurious contracts, excessive deprivation, defects in consent, or on account of incentives that led to the conclusion of the contract.

 

11. Seller’s liability

  • The total maximum amount of any compensation, damage, loss, and/or costs that the seller would be obliged to pay or reimburse to the buyer for any reason in connection with the specific contract shall not exceed 100% of the contract value excluding VAT of the specific contract.
  • The seller shall, in no event, be liable for any indirect costs and/or consequential damages arising from defects, malfunction, or improper functioning of the goods, the seller’s actions (including breach of contract terms by the seller), or any other reasons related to the specific contract that occur on the buyer’s property, which are not directly related to the specific contract, including but not limited to: loss of income or profits or savings of the buyer, disruptions, delays, or increased production or business costs of the buyer, claims from the buyer’s business partners due to delays or irregularities in fulfilling their legal relationships, or from other legal grounds, etc. The seller’s liability under the warranty excludes the seller’s liability for any consequential or indirect damage in any form or for the buyer’s implied expectations, including sales possibilities of the goods or fitness for a particular purpose. The seller shall particularly not be liable for any reflective damage that may arise to the buyer due to the use of the goods or defects in the goods, nor for any actual damage to the buyer’s other property or assets, and the seller shall not be liable for any intangible or non-property damage.
  • The seller is not liable for any damage incurred by the buyer in the event of non-compliance with the attached installation instructions, provisions, and descriptions of the process (as stated in the operating instructions) or for non-compliance with the licensing terms.

 

12. Industrial property rights and copyright, as well as trade secrets

  • If the seller manufactures items that are in accordance with any data, instructions, sketches, designs, models, or other specifications provided by the buyer, and a compensation claim or legal proceeding is brought against the seller in connection with industrial property rights or copyright, the buyer must reimburse the seller for all costs and damages in this regard and must indemnify the seller at their own expense against any costs, damages, and/or legal proceedings, as well as assist the seller in these proceedings at their own expense.
  • All drawings, specifications, other verbal and written information, samples, and similar materials provided by the seller remain the property of the seller, to which the seller holds industrial property rights or copyright. All of the above, as well as the contents of contracts, prices, sales conditions, and product characteristics, constitute the seller’s trade secrets, which must be treated as confidential.
  • The seller and the buyer are obligated to permanently protect as trade secrets all data and information to which they have access or with which they become acquainted, if such data is designated as a trade secret, as well as those for which it is not expressly stated that they are trade secrets, if they should have or could have known that their disclosure to unauthorized persons could result in property or non-property damage to the seller, buyer, or third parties. The recipient of confidential information is required to take all reasonable precautionary measures to prevent and prohibit unauthorized disclosure of such confidential data. Upon termination of the contract, the recipient of confidential information must, at the request of the other party, return all confidential information in their possession or destroy it at the request of the other party and provide a certificate of such destruction to the party from whom the information was received. The obligation to protect trade secrets does not apply to information that is publicly known, that can be demonstrated to have been developed by the recipient themselves, or that has been lawfully obtained from a third party without an obligation to protect the trade secret. This obligation also does not apply if one of the parties is required to disclose any of the information they have received by law.

 

13. Severability clause

  • If any provision of these terms or the contract is or becomes invalid or unenforceable, in whole or in part, or if there is a legal gap in these terms or the contract, this shall not affect the remaining provisions of these terms or the contract. The contracting parties explicitly agree that, instead of the invalid, unenforceable, or non-existent provision, a provision that closest reflects the intent and purpose of these terms or the contract and the contracting parties shall apply.

 

14. Jurisdiction and applicable law

  • In the event of disputes arising from these terms or the contract, the law of the Republic of Slovenia shall apply. The competent court for all disputes shall be the competent court in Ljubljana, while the seller reserves the right to file a lawsuit in another locally and materially competent court, in accordance with the applicable law of the country where the buyer has its registered office or residence. The United Nations Convention on Contracts for the International Sale of Goods does not apply to sales made by the seller.

 

15. Final provisions

  • The seller may change or amend these Sales Terms at any time. Each version of the Sales Terms is dated separately.

 

Logatec, October 10, 2024