Terms & Conditions

General terms and conditions of purchase of Kolektor Turboinstitut d.d.

1. Validity of the General Terms and Conditions

These General Terms and Conditions regulate the mutual rights and obligations of Kolektor Turboinštitut d.d., Rovšnikova 7, Ljubljana (hereinafter: the Client) and of the Supplier, applying to the order of goods supplied by the Supplier or services performed by the Supplier. The provisions of the Supplier's Terms of Sale, if any, shall in no way be binding on the Client, even if the Client has not expressly rejected them, unless the Client explicitly confirmed them in writing.

If the Client has concluded a written contract or annex with the Supplier that contains provisions different to those specified herein, the provisions of such contract or annex shall apply.

The General Terms and Conditions are published on the website www.turboinstitut.si. The stated conditions apply until they are cancelled or amended.

2. Offer, order and order confirmation

Every delivery of goods and performance of services shall be made based on prior verbal, telephone or written notifications that are binding on both parties, provided that the Client placed a written order and also provided that the Supplier has fully confirmed the order in writing. If the Supplier accepts the order but also proposes that it be amended or supplemented, it shall be deemed that they have rejected that order and made another offer, which only applies if accepted by the Client.

All written orders by the Client shall contain a mandatory provision to the effect that "The General Terms and Conditions of Kolektor Turboinštitut d.d. represent a constituent part of the order".

A written offer by the Supplier or a written confirmation by the Supplier of an order shall contain all the identification data of the Supplier: company name and registered office as stated in the Companies Register (the short company name may be given), tax number and transaction account number. The Supplier shall immediately inform the Client about any changes to this data. If the Supplier is a sole proprietor, they shall also submit their citizen identification number at the request of the Client.

2.1. The subject matter of an order

The subject matter of an order may be goods or services. Goods shall comprise raw material, materials, purchased items, equipment or parts thereof, instruments and other tangible items that are the subject of purchase.

Services shall mainly comprise production services related to the manufacture of goods, assembly or other works.

Quality requirements regarding the ordered goods and services may be defined in technical and technological conditions, drawings, sketches, technical documentation or a model, which represent a constituent part of the order, irrespective of whether they are described in the order itself or attached thereto.

2.2. Price and value

The prices quoted in the order shall be fixed, inclusive of packaging (except in case of returnable packaging) and in addition to the purchase price for the subject matter of the order, represent the full payment and compensation for all material, services, costs and expenses incurred by the Supplier.

2.3. Delivery and delivery deadlines

The Supplier shall deliver and hand over the subject matter of the order to the Client according to the DAP (INCOTERMS 2010) clause, in line with the deadlines and quantity specified in the order and/or recall and in packaging customary for the mode of transport that has been determined.

In the case of a delay in delivery, the Client shall be entitled to charge the Supplier a penalty equalling 0.5% of the contractual price for each calendar day between the agreed delivery date and the actual delivery date, but no more than 20% of the contractual price, in which case upon the acceptance of the subject matter of the order the Client is not obligated to expressly notify the Supplier that they reserve the right to enforce this penalty.

The Client shall also be entitled to claim a 20% lump-sum compensation of the net contractual price for goods and the difference between the lump-sum compensation and the actually incurred damage.

2.4. Packaging and transport

Unless agreed otherwise in writing, the Supplier shall professionally package the subject matter of the order to enable the practical unloading or handling and shipment according to trade customs or, at the request of the Client, ship it in appropriate packaging according to the Client's instructions. The Client assumes no responsibility for any packaging but shall return all returnable empty packaging at the request and expense of the Supplier. The Supplier shall be responsible for any damage to or loss of goods due to deficient or inadequate packaging. All packaging units must state the relevant data from the order. All shipments must have a delivery note attached and other documents depending on the order (technical instructions, quality certificates, certificate of origin, etc.).

If the shipping documents are not delivered on time, the subject matter of the order shall not be accepted until these documents arrive. The Client may decide that the subject of the order shall be returned to the Supplier at their expense or stored by the Client at the expense and at the risk of the Supplier.

3. Quality

The delivered subject matter of the order shall be consistent with the order requirements and specifications, drawings and all documents and standards that define the subject matter of the order. Any changes to or waiver of order requirements must be confirmed in writing by the Client. At the Client's request, the Supplier shall submit all documentation on the quality of the subject matter of the order. The Supplier shall keep the documentation on the quality of the subject matter of the order for 10 years following its creation, unless legal regulations prescribe otherwise.

If the order does not specify the quality of the subject matter of the order, the Supplier guarantees to deliver the subject matter of the order at a quality level consistent with the rules of the profession.

The Supplier further guarantees that in the execution of the order, they have not unlawfully used or breached any rights of third parties, including (but not limited to) patents, models, brands, copyrights and other intellectual property rights or applications for the acquisition of such intellectual property rights, trade secrets, etc., or legal regulations.

4. Complaints regarding goods or services

4.1. Acceptance and complaints

The subject matter of the order that is consistent with the requirements of the Client (standards) shall be accepted according to the documents aligned between the Client and the Supplier. The Client shall perform quantity and quality acceptance of the subject matter of the order. The Client shall file any complaints about apparent irregularities in the quality or quantity of the subject matter of the order during acceptance. The Client shall file complaints regarding hidden defects as soon as they notice them in the course of regular business.

Quantity acceptance
Quantity acceptance of goods shall be made upon the delivery of goods or service performance.

Quality acceptance
As a rule, quality acceptance shall be made after the delivery of goods or service performance. Quality acceptance may be conducted at the Supplier, if so agreed by the parties in writing. The Client may authorise a third party for acceptance.

Partial quality acceptance
Partial quality acceptance is conducted for materials, semi-products and products in-process when this is required by the technical or technological procedure and when agreed by the parties in writing.

The acceptance of the subject matter of the order by the Client shall not exclude the liability of the Supplier for incorrect execution or the failure to execute the order.

If the Client rejects the subject matter of the order, they shall inform the Supplier thereof in writing, and may at their own discretion: (i) cancel the order; (ii) accept the subject matter of the order with a suitable price decrease; (iii) require the Supplier to replace the subject matter of the order in full or in part at the Supplier's expense, so that the quality of the goods is consistent with the requirements given in the order; (iv) if the Supplier does not repair or replace the subject matter of the order, the Client may repair the goods at the Supplier's expense or arrange for delivery by another supplier.

If the quality of the subject matter of the order is unsatisfactory, the Client shall not be obligated to accept or pay for such goods or equipment. In such a case, the Client shall be entitled to lump-sum compensation referred to in Article 2.3.

The Client is entitled to request the Supplier to pay or reimburse all expenses, costs and damage resulting from the subject matter of an order that is defective or otherwise unsuitable and was supplied by the Supplier, including (but not limited to) the expenses, costs and damage incurred by the Client or final user of the subject matter of the order or the product in which the subject matter of the order is installed.

Other costs resulting from the defective or otherwise unsuitable subject matter of the order shall comprise especially, but are not limited to: (i) the costs of the complaint in the lump sum of EUR 50; (ii) costs related to the elimination of inconsistency (downtime, repair, etc.), charged based on the actual number of hours worked and according to the price list of the Client's work operations applicable at the time; (iii) the costs of storing the subject matter of the order; (iv) any other costs.

5. The liability of the Supplier

5.1. Warranty

The Supplier guarantees that during the warranty period, the subject matter of the order shall be free from defects in material, workmanship and operation, that it shall be consistent with the requirements, specifications, documents, drawings and standards applying to the order, that it shall be free from defects in design and drawing. It also guarantees its quality and fitness for use according to its intended purpose, which was defined by the Client and with which the Supplier was or should have been familiar upon the execution of the order.

The warranty period for each subject matter of the order shall be the longer of the following: (i) 18 months from the day the subject matter of the order is accepted by the Client. If mandatory provisions or legal transactions between the Client and the final buyer prescribe a longer warranty period for the product in which the subject matter of the order is installed and if this fact is explicitly indicated on the order, the warranty period shall be extended until the expiry of the prescribed warranty period for the product in which the subject matter of the order is installed.

If a defect occurs on the subject matter of the order, the Client has in addition to the rights granted to them by general regulations the following rights at their discretion: (i) to request repair, to make the repair themselves or to have the defective subject matter of the order repaired; (ii) to request that the defective subject matter of the order is replaced by a suitable item at the expense and risk of the Supplier; (iii) to return the defective subject matter of the order to the Supplier at the expense and risk of the Supplier and to cancel the order. The Client is entitled to request the Supplier to pay or reimburse all expenses, costs and damage resulting from a defective subject matter of the order that was supplied by the Supplier, including (but not limited to) the expenses, costs and damage incurred by the final buyer of the subject matter of the order or the product in which such subject matter of the order is installed.

6. Invoices

The payment of invoice shall take place after the acceptance of the goods or the performance of the service and the receipt of an accurate and complete invoice.

If the delivered subject matter of the order is defective or inadequate, the Client is entitled to withhold the payment or a part thereof in proportion to the value of the inadequate part of the subject matter of the order until the order is properly executed. The Supplier shall not be entitled to assign their receivables due from the Client or transfer their collection to third parties without the previous written notification of the Client.

6.1. Payment terms

The payment deadline is 60 days after the acceptance of the goods or the performance of the service and the receipt of the respective invoice.

7. Order cancellation

Besides cases specified in the general regulations and herein, the Client shall be entitled to cancel the order effective immediately:

if the Supplier breaches the provisions of the order, these General Terms and Conditions, and if the Client estimates that the breach is irremediable;
if the breach is not remedied within 30 days of the Client's requirement to this effect;
if the Supplier becomes insolvent or if compulsory settlement, bankruptcy or compulsory winding-up proceedings have been initiated against them.

8. Other provisions

The Supplier shall hold the Client harmless from third parties' claims related to the subject matter of the order delivered by the Supplier due to the violation of intellectual property rights (patent, model, licence, brand) and shall protect the Client's interests in any dispute and reimburse all resulting damage (pre-litigation costs, litigation costs, damages payable by the Client, etc.).

The Supplier shall be obligated to protect as business secret all data and documents submitted by the Client for the execution of the transaction. All documents (drawings, technical documentation, plans, including models and designs, templates, etc.) received by the Supplier from the Client shall remain the property of the Client. The Supplier shall return the stated documentation to the Client at their request. The stated documentation may not be forwarded to third parties or reproduced, and may only be used for the purpose of executing the order.

9. Final provisions – the resolution of disagreements and disputes

The order and these General Terms and Conditions shall be construed, interpreted and executed according to the law of the Republic of Slovenia, which shall also govern the fulfilment of the Supplier's and Client's obligations arising therefrom. The applicability of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby expressly excluded. In the case of any disputes and court proceedings related to the order or to these General Terms and Conditions, the court in Ljubljana shall have subject matter and territorial jurisdiction over the resolution of the dispute.

Ljubljana, 10 February 2012