GENERAL SALES CONDITIONS KRS SISTEMI d.o.o.

1. General

1.1 The following general terms and conditions of sale apply to all offers and to any sale or supply of goods or the provision of services by KRS SISTEMI d. o. o.

1.2 Buyer or subscriber or any other or different terms from these general terms and conditions of sale shall be valid only if they were provided by KRS SISTEMI d. o. o., written agreed.

1.3 Written confirmation of the agreement on the deviation of single point from the point of the General Sales Conditions KRS SYSTEMS d. o. o. does not affect the validity of other points or provisions of these general terms of sale.

1.4 Buyer or subscriber at the conclusion of the contract with KRS SISTEMI d. o. o., accept and acknowledge in terms of knowing these general terms of sale that complement the specific arrangements between the parties and are binding.

 

2. Offers, demand

2.1 All offers by KRS SISTEMI d. o. o., are binding until the date stated in the offer.

2.2 The issue of the Proforma Invoice is considered as a bid. Obligations of KRS SISTEMI d. o. o., in this case start to run from the date of payment of the amount according to the Proforma Invoice, but only if the payment was made within the deadline indicated on the Proforma Invoice.

2.3 Offer contains all the essential elements of the contract, so that with its adoption contract may be concluded.

2.4 As demand is considered the customer’s order, which was placed before the offer by the company KRS SYSTEMS d. o. o. The contract was concluded with the written confirmation of such order by KRS SISTEMI d. o. o.

 

3. Conclusion of the contract

3.1 The conclusion of a contract shall be any legal consent of the will between the buyer or the subscriber and KRS SISTEMI d. o. o., which means the conclusion of the contract, in particular the written acceptance of the offer given by KRS SISTEMI d. o. o., buyer or subscriber, and from KRS SISTEMI d. o. o., a written confirmation of the order given by the buyer or the customer before the offer itself.

3.2 Obligations to the buyer or contracting entity from the concluded contract KRS SISTEMI d. o. o., legally validly obligate them from such conclusion of the contract on.

3.3 If the buyer or the contracting party terminates the contract, the provisions of the Obligations Relations Act shall apply to termination, but in any case it shall be obligated to reimburse all costs and damages ocurred for KRS SISTEMI d. o. o., in connection with the canceled contract.

 

4. Prices.

4.1 If it is not otherwise apparent from the offer that was accepted or from the confirmation of the order or from other documents representing the concluded sales contract with a particular buyer or subscriber, our prices are „EXW KRS SISTEMI doo, Črna na Koroškem, Center 10, INCOTERMS 2010.

4.2 The price agreement is an integral part of the contract.

 

5. Terms of payment

5.1 The payment deadline is the deadline or the day when the total amount of each account originating from the concluded contract must be transferred to the transaction account of KRS SISTEMI d. o. o., indicated on each account. The payment is deemed to have been made when the money on the account of KRS SISTEMI d. o. o.

5.2 Unless otherwise agreed in writing, the payment of all accounts must be made in cash and without deductions within 30 days from the date of delivery.

5.3 A special arrangement is required to pay with a discount for cash payment. The requirement for recognition of the discount is that the buyer or subscriber to KRS SISTEMI d. o. o., has no outstanding debts.

5.4 If the buyer or the customer is late with payment, he must also pay legal default interest, unless expressly agreed otherwise in writing.

5.5 If it the payment was deferred to the customer by KRS Sistemi d.o.o., and has not been settled in full within the deferred payment period, it is considered that the invoice has been due for payment already at the original maturity date, and the buyer or the customer is obliged to pay the statutory default interest from that maturity date until payment.

5.6 If the buyer or the customer is late with the payment of two or more accounts or if his significant reduction in solvency or poor financial situation or a difficult financial situation becomes known, and if at the request of KRS SISTEMI d. o. o., can not provide sufficient means of securing their debts, all existing receivables are due for immediate payment. At that time, KRS SISTEMI d. o. o., has the right to execute open deliveries only on the basis of an advance or to withdraw from the contract within the appropriate time limit, and in any case may claim compensation if any legally recognized damage has been incurred in this respect.

5.7 If a credit agreement is agreed, then the letter of credit is irrevocable and confirmed. If the letter of credit is not opened by the agreed date or is not in accordance with the agreed or normal commercial conditions, KRS SYSTEMS d. o. o., is entitled to withdraw from the contract and charge the costs incurred in this regard.

5.8 In the case of claimed material errors for the goods delivered, the payment period is automatically not extended. The payment period is extended only after the acknowledgment of KRS SISTEMI d. o. o that the goods supplied had material errors, in writing.

5.9 In the event that the buyer or the customer is significantly late with the payment of at least one account, KRS SISTEMI d. o. o. has the right to change the payment period for the currently ordered goods or even to withdraw from the order, without such customer or subscriber being able to successfully apply any claim against KRS SISTEMI d. o. o., due to such a change in the contract or such withdrawal from the contract.

 

6. Property reservation

6.1 KRS SISTEMI d. o. o., joins the ownership right to a settlement or to the full fulfillment of the buyer’s or contractor’s obligations in relation to the goods supplied, including the payment of any costs of reminders and default interest.

6.2 The buyer or the client is obliged to participate in all measures for the protection of the property or property right of KRS SISTEMI d. o. o. until the fulfillment of all his obligations.

6.3 All receivables and side rights from sale under the proprietary reservation are also valid for products subject to further processing. In such cases, KRS SISTEMI d. o. o., acquire a joint ownership right on new things in proportion to the value of his goods to which the property reservation holds up to the total value. The buyer or the customer hereby assigns to the seller the receivables with all other rights from the resale of goods over which they have a property reservation.

 

7. Delivery time

7.1 The delivery date is the deadline or the day agreed with the contract as the deadline when KRS SISTEMI d. o. o., will fulfill its obligation to deliver in the manner agreed upon by the contract.

7.2 The agreed delivery time or delivery date is respected. If the fixed date is not specified as the date of delivery, the delivery date starts from the date of conclusion of the contract, which also includes the date of acceptance of the bid by the buyer or the customer and the date of confirmation of the order by KRS SISTEMI d. o. o.

7.3 In the event of a delay in delivery, KRS SYSTEMS d. o. o., will inform the buyer or the customer thereof and inform him of the new delivery date or delivery date.

7.4 The quantities delivered and the deviations from the ordered weight of the goods must comply with international standards. Derogations are possible if expressly agreed.

7.5 The supply shall be subject to the clauses of the International Chamber of Commerce in Paris (INCOTERMS clauses) in each applicable text, except for conditions expressly agreed differently. Which INCOTERMS clause is used for a specific sales contract is agreed in the contract itself (derives from the offer that is accepted or from the confirmation of the order).

 

8. Packing, shipping, risk transfer

8.1 The prices quoted in our offers and the contract also include the packaging and protective materials necessary to prevent damage under normal conditions of transportation on the way to the destination specified in the contract, if not agreed otherwise. All derogations must be agreed in writing.

8.2 The delivery or the dispatch place is specified in the respective contract. 8.3 The risk of injury or loss of goods is assessed according to the agreed terms of the INCOTERMS clause.

 

9. Samples, designs, trademarks

9.1 The means of production (models, patterns, tools, plans, etc.) owned by one of the two contractual partners, the other partner may not sell, pledge or otherwise dispose of or burden, without the written consent of the owner, nor allow the third party access to them or use them for a third party.

9.2 The goods are marked with the sign of KRS SISTEMI d. o. o., and the trademark of KRS SISTEMI d. o. o., unless otherwise agreed.

 

10. Warranty and reclamation

10.1 KRS SISTEMI d. o. o., guarantees that the quality of the products supplied is appropriate in terms of technical data and the contract between the contracting parties and that it is in accordance with the technical data and the contract between the contractual parties.

10.2 The customer must also send all complaint requests, which are sent by e-mail, by registered post to the address of the head office of the company KRS SISTEMI d. o. o.

10.3 The buyer must notify quantitative or qualitative deviation of the delivered goods in writing no later than 8 days after the receipt of the goods. The same applies to the subscriber of the service.

10.4 The buyer must notify quantitative or qualitative deviation or hidden errors or hidden quality discrepancies immediately after detection, otherwise he loses all his rights from this address, but no later than within 6 months from the receipt of the goods, and enclose appropriate samples and data.

10.5 If claims are not submitted in due time, the goods are deemed to conform to the requirements, and the buyer or the customer loses all rights arising from defects of goods.

10.6 The buyer or subscriber must in the case of a request from KRS SISTEMI d. o. o., immediately return the advertised goods or individual copies, in order to determine the justification of the complaint. Otherwise, KRS SISTEMI d. o. o., is not capable of assessing the justification of such a claim, and it is not responsible for silence in terms of remedying errors. Its obligations begin to run only with the delivery of the advertised goods or individual copies in its possession.

10.7 KRS SISTEMI d. o. o., undertakes to declare the complaints no later than 30 days after the receipt of the sample.

10.8 If the complaint claims after investigations by KRS SISTEMI d. o. o., found to be eligible, KRS SISTEMI d. o. o. has to admit the buyer one of the possible rights: – take the goods back and replace it with impeccable – so hand over other goods without error, or – take the goods back and reimburse the costs, or – the defective goods are retained by the purchaser or the customer and the lower purchase price is recognized. The Client must be recognized one of the possible rights, if the complaint requests for inquiries by KRS SISTEMI d. o. o., found to be justified: – fix the error within a reasonable time, or – the error is not remedied and only the lower purchase price is granted to the subscriber. For each of the above-mentioned possible rights of the buyer or the contractor, both contractual partners must agree.

10.9 If the customer or customer’s complaint is found to be justified, KRS SISTEMI d. o. o., is commited to eliminate it as soon as possible, ie within the shortest reasonable time.

10.10 The complaint is not taken into account due to improper use of goods, unauthorized or unprofessional intervention in the goods itself, as well as due to unprofessional, defective or negligent handling of goods.

11 Protecting business secrets

11.1. Both contractual partners are obliged, before a third party, to protect commercially confidential information received in connection with the concluded contract, the integral part of which is the general terms and conditions.

 

12 Force majeure

12.1 In case of force majeure, the contractual partners are exempt from the performance of their contractual obligations, if the effects of force majeure prevent the fulfillment of contractual obligations. If the effects of force majeure persist for more than three (3) months, appropriate measures must be taken to protect the interests of each partner in the situation.

12.2 Events that occur after the conclusion of the contract shall be considered force majeure, when these are unexpected and unforeseen events, which the Slovenian court recognizes as a force majeure.

 

13 Applicable law

13.1 For the regulation of relationships that are not agreed with these general terms of sale, the provisions of Slovenian national law, in particular the Obligatory Code, shall apply. The use of the Vienna Convention is explicitly excluded.

14 Dispute resolution

14.1 Possible disputes arising from the contract between the buyer and the subscriber and KRS SISTEMI d. o. o., of which these general terms of sale are an integral part, or the disputes arising in connection with it shall be decided by the court of origin and jurisdiction (at the head office of KRS SISTEMI doo) in the Republic of Slovenia.

 

15 Final Provisions

15.1. These general terms of sale are valid for an indefinite period or until they are replaced with new ones.

15.2. Amendments and supplements to these provisions are binding only if KRS SISTEMI d. o. o., and the buyer or subscriber shall confirm them in writing. KRS SISTEMI d. o. o. Črna na Koroškem, July 2018