1.)     Areas of application

These General Terms and Conditions apply to all supplies and services. Changes to these General Terms and Conditions and other agreements are valid only if concluded in writing. The Buyer’s General Terms and Conditions are excluded in the entire business relationship between the Buyer and the Supplier.

The General Terms and Conditions are valid until revoked. We reserve the right to change the General Terms and Conditions without prior notice. For this reason, we advise that you read the applicable General Terms and Conditions below before making a purchase.

1.1.  Meaning of terms used:

Supplier = the term is used for EKOLING d.o.o., Hrušica 72c, 4276 Hrušica, VAT No. SI 10244280

Buyer = natural or legal person

Product = means all equipment, products, spare parts and services supplied by the Supplier

 

2.)     Product prices

Unless otherwise agreed in writing, all prices are based on the technical information, specifications, quantities and other data provided by the Buyer.

The prices stated in the Supplier’s quotation are calculated on the basis of such information. If any information provided by the Buyer is incomplete, inaccurate or subsequently changed, the Supplier reserves the right to revise the quotation and adjust the prices accordingly.

Unless otherwise stated in the quotation, the Supplier’s quotation shall remain valid for thirty (30) calendar days from the date of issue.

Unless otherwise expressly agreed in writing, all prices are quoted Ex Works (EXW) in accordance with the latest edition of the Incoterms® Rules and exclude packaging (unless specified), transportation, insurance, customs duties, taxes, import duties, VAT and any other charges not expressly included in the quotation.

3.)      Payment conditions

The payment conditions shall be as specified in the Supplier’s quotation or otherwise agreed in writing.

Any deferred payment conditions are subject to the Supplier obtaining and maintaining satisfactory credit protection. The Supplier may grant deferred payment only if:

  • the Buyer is covered by an approved credit insurance limit acceptable to the Supplier; or
  • the Buyer provides another payment security acceptable to the Supplier, including but not limited to an unconditional and irrevocable bank guarantee, a promissory note or another equivalent security acceptable to the Supplier.

3.1.    Late payment

If the Buyer fails to make any payment when due, the Supplier shall be entitled to charge default interest at the maximum rate permitted by applicable law, together with all reasonable costs incurred in recovering the outstanding amounts, including legal fees, collection costs and court expenses.

The Supplier may suspend further deliveries or performance until all overdue amounts have been paid in full.

4.)     Acceptance and inspection of product

The Buyer shall inspect the Products immediately upon delivery.

Any visible defects, shortages or non-conformities must be notified to the Supplier in writing within eight (8) days after delivery. Failure to provide such notice within the above period shall constitute unconditional acceptance of the Products.

Hidden defects shall be notified in writing without undue delay after their discovery, but in any event within the applicable warranty period.

 

5.)     Drawings and technical information

All drawings, technical documents, specifications, calculations, software, know-how and other technical information provided by the Supplier, whether before or after the conclusion of the Contract, shall remain the exclusive property and intellectual property of the Supplier.

The Buyer shall use such information solely for the installation, commissioning, operation and maintenance of the Products supplied under the Contract. The Buyer shall not, without the Supplier’s prior written consent, copy, reproduce, modify, disclose, distribute or make such information available to any third party, except where necessary for the permitted use of the Products.

The Supplier shall provide the documentation reasonably required for the installation, commissioning, operation and maintenance of the Products. Unless expressly agreed otherwise in writing, the Supplier shall have no obligation to provide manufacturing drawings, source files, design calculations, software source code or other proprietary technical information.

6.)     Warranty and liability

The Supplier provides the following warranty for the Product:

a) warranty period of twenty-four (24) months for the electrical and mechanical functionality of the equipment and for the quality of the performed works. This warranty covers the proper operation of the individual components, assemblies and the control product in accordance with the technical documentation. This warranty does not constitute a guarantee of the treatment performance, treatment efficiency, compliance with specified effluent parameters or wastewater reduction rates.

b) warranty period of twelve (12) months for mechanical and electrical equipment, or such other warranty period as provided by the respective manufacturer or supplier of the relevant equipment, whichever applies.

The warranty period shall commence on the date of the takeover (acceptance) of the Product by the Buyer. However, unless a delay is caused solely by the Supplier, the warranty period shall in no event extend beyond thirty (30) months from the date of delivery.

During the warranty period, and subject to the terms and conditions of the Supplier’s Warranty Statement, the Supplier shall, at their own expense, remedy within a reasonable period agreed between the Parties any defects resulting from defects in material or workmanship.

The warranty shall apply only if the Product is used, operated and maintained properly, in accordance with the Supplier’s operating and maintenance instructions, and if all required maintenance is carried out regularly and by qualified personnel.

6.1.) The warranty is void:

  • Ø  in the event of non-compliance with the enclosed instructions for use and installation or careless handling of the product
  • Ø  in the event of unprofessional or unintended use of the product
  • Ø  in the event of mechanical damage through the fault of the Buyer or a third party
  • Ø  in the event of tampering with the product by an unauthorized person
  • Ø  in the event of unprofessional maintenance
  • Ø  in the event of damage due to a natural disaster – flood, fire, earthquake or another force majeure
  • Ø  in the event of defects arising out of materials provided or a design stipulated or specified by the Buyer
  • Ø  in the event of vibrations, mechanical and/or thermal impact on the product
  • Ø  in the event of use of the product in conditions that do not comply with the properties of the PP material (chemical, temperature and mechanical resistance)

In the case of a timely and justified complaint, the Supplier may, at their own discretion, deliver free replacement products up to the quantity of the claimed products or issue a credit up to the value of the complained products.

If the Buyer has given such notice as mentioned in Clause VIII. and no defect is found for which the Supplier is liable, the Supplier shall be entitled to compensation for the costs they incur as a result of the notice.

The warranty (statement) in any way shall not be interpreted as a right of the Buyer to be entitled to indemnification including compensation for loss of production, loss of profits and other indirect loss that may have incurred by the Buyer or by the final Client.

 

7.)     Delivery

The delivery time shall be specified in the Supplier’s quotation or in the Contract, as applicable.

Any delivery time stated by the Supplier is based on the information and conditions existing at the time of the quotation or order confirmation. The delivery time shall commence only after the Contract has been concluded, all technical and commercial details have been agreed, the Supplier has received all information and documents required from the Buyer, and any agreed advance payment or payment security has been received.

The delivery time shall be extended by a reasonable period if the delay is caused by:

  • changes to the scope of supply or technical requirements requested by the Buyer;
  • delays by the Buyer in providing information, approvals or documentation;
  • delays in receiving agreed payments or payment security;
  • force majeure or any other circumstances beyond the Supplier’s reasonable control.

The Supplier shall not be liable for delays resulting from the above circumstances, and such delays shall not entitle the Buyer to cancel the Contract, refuse delivery, claim damages or impose contractual penalties, unless expressly agreed otherwise in writing.

Unless otherwise agreed in writing, delivery shall be Ex Works (EXW) in accordance with the latest edition of the Incoterms® Rules.

8.)     Buyer delay / failure to take delivery

If the Buyer fails to take delivery of the Products on the agreed delivery date, or otherwise delays delivery for reasons attributable to the Buyer, the Supplier may store the Products at the Buyer’s risk and expense and invoice the Products as if delivery had taken place.

Any resulting delay shall entitle the Supplier to a reasonable extension of the delivery period and reimbursement of all additional costs incurred.

9.)     Reservation of title

The delivered Products remain the property of the Supplier until the full settlement of the Buyer’s debt, including ancillary claims, interest and other costs.

The Supplier regularly informs the Buyer about delays in payment. In the event of insolvency, the Supplier may send the Buyer a list of Products subject to reservation of title. The Buyer must allow the Supplier access to their premises and hand over the unpaid Products. It is forbidden for the Buyer to pledge the delivered Products with a reservation of title, to give as security to a third party or to transfer the ownership to a third party.

In the event of a seizure of the delivered Products with a reservation of title by a court or a financial administration, the Supplier must be notified immediately. The reservation of title also covers Products resulting from the processing of Products supplied by the Supplier. If the Products the Supplier has supplied have been processed, connected or mixed with foreign products, the Supplier has the co-ownership right on the new products or co-ownership in the amount of the ratio to the value of the foreign-owned products at the time of processing. In such cases, the Buyer acts as the safekeeper.

 

All receivables from the resale of product owned by the Supplier are already assigned by the Buyer – in this case in the amount of co-ownership of the Supplier – so that the Supplier secures the receivables from the Client/Buyer.

At the request of the Supplier, the Buyer is obliged to inform their customers of the stock and the number of receivables arising from the resale and to inform their customers about the assignment of receivables.

10.)  Data protection

The Supplier keeps the following information of the Buyer: name and surname, e-mail address of the person placing the order, primary address and delivery addresses, country of residence, e-mail address, contact phone, past orders and communication archive, until all obligations are met, or for a maximum of 5 years.

The Buyer expressly agrees to the collection, processing and use of their personal data. The Supplier will handle all information as confidential. In accordance with the applicable Personal Data Protection Act and the General Data Protection Regulation (GDPR), the Supplier is obliged to protect the personal data of Buyers.

The Supplier, who owns and operates the Website www.ekoling.eu, uses appropriate software in the implementation of their services and provides all the necessary technological and organizational solutions for complete security of the purchase.

The Supplier is responsible for the protection of personal data and will use it to send quotes, invoices, marketing activities and other communication. In no case will the Buyer’s data be transmitted to a third party or an unauthorized person. Only the Buyer’s delivery address is entrusted to the delivery service.

By providing a telephone number and/or e-mail address, the Supplier reserves the right to use it for the purpose of informing about the fulfilment or in connection with the fulfilment of the order and other necessary communication with the Buyer.

The Buyer always has the right to withdraw their consent to the e-mail address: info@ekoling.si, with prospective effect. The Supplier undertakes to delete all personal data immediately in the event of withdrawal, unless the order process has not yet been completed.

11.)   Limitation of liability

The Supplier warrants that the supplied equipment or Product has been designed, manufactured and supplied in accordance with the Contract or Quotation, the project documentation and the applicable technical standards.

Any warranty regarding performance, efficiency, capacity or achievement of the specified output parameters shall apply only if expressly agreed in the Contract, Quotation or technical documentation, and only provided that all design, process and operating conditions are fully met.

Any other warranties, representations or guarantees regarding the operation, performance or fitness of the equipment for a particular purpose, which are not expressly stated in the Contract, are excluded to the maximum extent permitted by applicable law.

The Supplier does not warrant the achievement of the agreed performance or output parameters if the operation of the Product is affected by circumstances beyond the Supplier’s reasonable control, including but not limited to:

  • input parameters differing from the design values or the values agreed in the Contract;
  • the presence of substances or load conditions that were not included in the design basis;
  • improper, unqualified or negligent operation or maintenance;
  • failure to follow the Supplier’s operation and maintenance instructions;
  • modifications, repairs, upgrades, adjustments or other interventions carried out without the Supplier’s prior written approval;
  • failure to perform the required maintenance or the use of unsuitable spare parts or consumable materials;
  • interruption or failure of the supply of electricity, water, air, chemicals or other utilities;
  • force majeure or any other event beyond the Supplier’s reasonable control.

If the Buyer changes the operating conditions in any way without the Supplier’s prior written approval, all warranties relating to product performance or output parameters shall immediately become void, and the Supplier shall not be liable for any resulting consequences.

Unless expressly agreed otherwise in the Contract, trial operation, product commissioning, technical support or assistance with product adjustments shall not constitute acceptance of responsibility for the future operation of the Product or for the continuous achievement of the specified output parameters.

The Supplier shall be liable only for direct damages resulting directly from the Supplier’s intentional misconduct or gross negligence. The Supplier’s total liability shall in no event exceed the total value of the Contract or the supplied equipment.

Under no circumstances shall the Supplier be liable for:

  • loss of profit;
  • production loss or operational downtime;
  • loss of revenue;
  • downtime costs;
  • costs of replacement equipment or alternative operation;
  • contractual penalties, fines or administrative sanctions;
  • environmental damage or remediation costs;
  • third-party claims;
  • any indirect, consequential, incidental or special damages.

The Buyer is solely responsible for ensuring that the input conditions are suitable, that the Product is operated in accordance with applicable laws and regulations, and that all obligations towards the competent authorities are fulfilled, except to the extent that the Supplier’s responsibility is expressly stated in the Contract.

If the Buyer claims that the Product does not achieve the agreed performance or output parameters, the burden of proof shall rest with the Buyer.

Compliance or non-compliance with the agreed performance parameters shall be determined only on the basis of measurements that:

  • are carried out in accordance with the applicable standards;
  • are performed by an accredited laboratory or another authorized person;
  • are taken under stable operating conditions;
  • are carried out after prior written notice has been given to the Supplier, allowing the Supplier to be present during sampling.

Measurement results obtained in violation of the above conditions shall not be binding to the Supplier.

If the Buyer becomes aware of any malfunction or irregularity, the Buyer shall immediately take all reasonable measures to prevent or minimize any damage and shall notify the Supplier in writing without undue delay.

If the Buyer fails to comply with this obligation, the Supplier shall not be liable for any damage that could reasonably have been prevented or reduced.

12.)   Confidentiality

The Parties agree that all information, data, documentation, technical information, business information, project documentation and any other information obtained in connection with the performance of this Contract (hereinafter referred to as the Confidential Information) shall be treated as confidential and protected accordingly.

The Parties shall use the Confidential Information solely for the purpose of performing their obligations under this Contract and shall not disclose, transfer or otherwise make such information available to any third party without the prior written consent of the other Party, except where disclosure is required by applicable law or by a competent governmental or regulatory authority.

The confidentiality obligations set out in this provision shall remain in force throughout the term of this Contract and for a period of five (5) years after its termination, unless a longer period is required by applicable law or expressly agreed between the Parties.

Each Party shall take all reasonable measures to protect the Confidential Information, including limiting access to those employees, subcontractors or authorized representatives who need such information solely for the performance of this Contract and who are bound by confidentiality obligations no less restrictive than those contained herein.

Any breach of the obligations set out in this provision shall entitle the non-breaching Party to claim compensation for all direct damages suffered as a result of such breach, including loss of profit, where permitted by applicable law.

13.)   Force majeure

Force Majeure means any unforeseeable event or circumstance occurring after the conclusion of this Contract, which is beyond the reasonable control of the Parties and prevents, in whole or in part, the performance of their contractual obligations. Such events include, but are not limited to, mandatory governmental measures, changes in applicable laws or regulations, fire, flood, earthquake, war, civil unrest, strikes, epidemics, pandemics, or disruptions to supply chains.

The Party claiming Force Majeure shall notify the other Party without undue delay after becoming aware of the occurrence of the relevant event.

Within seven (7) days after the occurrence of the Force Majeure event, the affected Party shall provide reasonable evidence of the event, describe its impact on the performance of the Contract, specify the expected duration, explain the consequences for the contractual obligations, describe the measures taken or planned to mitigate its effects, and propose an appropriate extension of the contractual deadlines.

Based on the information provided, the Parties shall consult in good faith to determine the existence of the Force Majeure event and agree on an appropriate extension of the contractual deadlines.

During the period of Force Majeure, neither Party shall be considered in breach of this Contract to the extent that the failure to perform their obligations is directly caused by the Force Majeure event.

If the Force Majeure event continues for more than ninety (90) consecutive days, either Party may terminate the Contract by written notice without any liability for damages arising from such termination.

14.)  Place of performance, competent court, applicable law

The place of performance for all deliveries, duties and payments is Murska Sobota. The regulations of the Republic of Slovenia apply to all relations. Possible disputes will be settled by the competent court in Kranj (Slovenia).

15.)  Final provision

15.1. Entire Agreement and Order of Precedence

These General Terms and Conditions, together with the Supplier’s Quotation, Order Confirmation and any written Contract, constitute the entire agreement between the Parties. In the event of any inconsistency, the following order of precedence shall apply:

  1. Written Contract (if any)
  2. Supplier’s Quotation
  3. These General Terms and Conditions.

15.2. If one or more provisions of these General Terms and Conditions are held to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.

In such case, the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that most closely reflects the economic purpose and commercial intent of the original provision and that the Parties would reasonably have agreed upon had they been aware of its invalidity at the time these General Terms and Conditions were accepted.

15.3. Failure or delay by the Supplier to exercise any right under these General Terms and Conditions shall not constitute a waiver of that or any other right.

15.4. The Buyer may not assign or transfer any of their rights or obligations under the Contract without the Supplier’s prior written consent. The Supplier may assign or transfer their rights and obligations to any affiliated company or legal successor upon written notice to the Buyer.

                                                                                    Director:  Blaž Grilc