GENERAL SALES TERMS
These General Sales Terms shall regulate contractual relationships between the company TRGO-MOKK d.o.o. (hereinafter referred to as the Seller) and Buyer of products from its sales range. These sales terms shall refer to all supplies, unless other agreements are made in writing. No contrary or additional terms or conditions in any Buyer order shall apply, nevertheless how acceptable they are, they are not obligatory for the Seller.
1. OFFERS AND CONTRACTUAL AGREEMENTS
Our offers are not binding. Only offers confirmed in writing are valid. If parties did not agree in writing differentially, the validity of offer is 30 days from the offer date.
We do not take any responsibility for damages and losses caused because of incorrect or inexact data or inexact orders from Buyer.
We reserve the right to modify our products without prior notice.
2. SCOPE AND VALIDITY OF ORDERS
Order is considered complete when contains all data needed for the production of goods. The order must contain: exact address of the receipt, VAT number, types, quantity, required delivery date, delivery terms, payment terms and other information that the Seller needs for the production of the goods.
The Seller is not obliged to accept order from Buyer if Buyer does not fulfil his obligations in agreed terms. If payment of Buyers obligations or any part thereof is not made by the due date, the Seller shall be entitled to require payment in advance for separate orders from Buyer.
If Buyer withdraws from the order, after the acceptance of the Seller, Buyer has to cover all costs that were raised with such withdrawal.
All prices stated in Price list are gross prices. All prices are quoted FCA warehouse (including loading on the truck, except it is in written agreed differently). All additional costs of special packing required by Buyer are invoiced to the Buyer.
If prices of reproduction material and raw materials on world market raise, the Seller reserves the right to change prices in the same percentage. The Seller has to inform Buyer a month before the price change.
4. DELIVERY TERMS
Delivery terms shall be agreed by the Seller and by the Buyer for each individual order. The final delivery term is defined in the Order Confirmation that the Seller sends to the Buyer after all technical and economical details are agreed. If Buyer does not fulfil his payment obligations, we are not obliged to respect defined delivery terms.
5. DELAYS IN DELIVERY
If the Seller is unable to deliver the goods at agreed delivery term, Buyer has to accept new delivery term confirmed by the Seller. If Seller does not succeed to deliver goods in new delivery date, Buyer has the right to cancel the contract. In such case, both parties are free of all obligations.
If the Seller can`t fulfil his obligations due to causes on which it can`t affect (problems in production, delays caused by any subcontractor or supplier, strike, fire, war etc.), the Seller has the right to set new delivery time. If despite of all efforts, the Seller is still not capable to deliver goods in new agreed delivery term, the Seller has the right to partly or fully cancel the contract. In this case, Buyer does not have any right to demand any claims or penalties of any kind.
6. DELIVERY AND TRANSPORTATION
Goods are packed for standard road transportation. When goods leave warehouse and are handed over to the Buyer (driver), Buyer takes over all responsibilities for the goods. In case that another terms of delivery are agreed (CIP, DPT, DAP…) INCOTERMS shall be used. Goods that are prepared for dispatch have to be collected during 2 weeks. If Buyer does not take over goods during 2 weeks, the Seller has the right to storage it on costs and risk of the Buyer. If it is not otherwise agreed title to the goods shall pass to the Buyer only upon full payment by the Buyer (Retention of Title).
7. PAYMENT TERMS
Buyer has to pay goods in accordance with agreed payment terms until the due day stated on the invoice. In case that Buyer does not fulfil his payment obligations till the due day the Seller has the right to calculate interests from the due day till the payment day according to 378. Article of Obligations code.
For supplies on open account, the Seller has the right to request from the Buyer guarantee for payment (bank guarantee, bill of exchange, etc).
When Parties agreed for supplies on open account, the Parties are consensual, that claim from the Supplier to the Buyer arises from the day of the dispatch.
The Seller must inform the Supplier about evident shortcomings of supplied goods at once or no later than in 8 days after receiving the goods, otherwise it is considered that the quantity and quality of delivered goods are appropriate.
In the other cases, the legally prescribed obligations as regards examination of the purchased goods and sending notices shall apply. The period of limitation of time shall start as at the day of delivery of goods and shall be 6 months for all types of goods (new, spare and service parts). Unless otherwise agreed Seller reserves the right to choose or he will replace the Goods, or repair the goods or offer credit in an amount equal to the purchase price specified in Seller’s pertinent invoice.
The guarantee is not valid for products damaged during transport, unprofessional assembly or use under the conditions that are abnormal when compared to data contained in the enquiry and when the Seller’s instructions have not been followed.
The Seller is not liable for any damage that may appear to Buyer as a consequence of its delays in the fulfilment of contractual obligations, especially due to incorrect or inexact data, specifications, projects or any other information provided by the Buyer. The Seller has the right to demand repayment of total costs, losses or damage caused due to the facts stated.
The Seller shall not be liable for any damage which was not directly caused on the object of delivery, in particular not for any damage due to loss of profit or any other damage to the Buyer’s assets.
The liability of the Seller is limited to the value of the goods that caused the damages; this applies also to fellow employees, employees, agents and executive assistants of the Seller.
The Seller reserves the title to the Goods until Buyer fully pays the Goods together with all interests and others possible costs that were arisen. The Seller has the right to demand return of the goods on which title was arisen also in cases when Buyer does not fulfil his payment obligations fully.
11. FINAL PROVISIONS
Buyer with his order confirms that he knows and fully agrees with General Sales Terms of the Supplier.
For all other mutual relationship that are not covered with these General Sales Terms, provisions from Obligations Code are used.
All possible disputes raising from these Sales terms will the Parties try to solve in amicable way. The court in Nova Gorica will be competent for disputes that cannot be settled in such a manner. The Slovene substantive law will be applied unless agreed otherwise.