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:
- Written Contract (if any)
- Supplier’s Quotation
- 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