KOMP-R d.o.o.

General Terms and Conditions of Sale

KOMP-R d.o.o., Pod lipami 4, 1370 Logatec, Slovenia

1. GENERAL

  1. 1.1. The General Terms and Conditions of Sale of KOMP-R d.o.o. Logatec govern the legal relationship between KOMP-R družba za energetske rešitve, d.o.o., Pod lipami 4, 1370 Logatec (hereinafter: the Seller) and the buyer of products and services from the Seller’s sales programme.
  2. 1.2. These General Terms and Conditions of Sale apply to all relationships established between the Seller and the buyer, unless the Seller and the buyer expressly agree otherwise regarding individual rights and obligations.
  3. 1.3. Only written agreements are valid. Messages sent via appropriate telecommunication means, including fax and email, are also deemed to be in writing.
  4. 1.4. If agreements between the Seller and the buyer regulate individual rights and obligations differently from these General Terms and Conditions of Sale, this does not affect the validity of the remaining provisions of these General Terms and Conditions of Sale.
  5. 1.5. The Seller’s General Terms and Conditions of Sale prevail over all other general terms and conditions of the buyer, unless the Seller and the buyer expressly agree otherwise.

2. OFFERS AND ORDERS

  1. 2.1. The buyer’s order becomes binding on the Seller only after the buyer receives written order confirmation from the Seller.
  2. 2.2. The Seller guarantees the terms stated in an offer or pro forma invoice only within the validity period of such offer or pro forma invoice.
  3. 2.3. If the buyer wishes to amend or cancel the order after receiving written order confirmation, the buyer must reimburse the Seller for all costs incurred as a result.
  4. 2.4. Notwithstanding the previous paragraph, the buyer may not cancel or amend an order after receiving written order confirmation from the Seller if the goods are made according to the buyer’s instructions and plans or exclusively for the buyer, unless the Seller expressly agrees to this.

3. PRICES

  1. 3.1. Unless specifically agreed otherwise between the Seller and the buyer, the Seller’s prices according to the price list valid at the time shall apply. All prices are in euros.
  2. 3.2. The Seller reserves the right, in the event of changes in raw material prices on the global market, labour costs and other operating costs, as well as exchange rates, to adjust prices also for deliveries that have not yet been made on the date such price adjustment enters into force.

4. PAYMENT TERMS

  1. 4.1. The payment deadline is the deadline or date by which the buyer must transfer the full invoice amount to the Seller’s transaction account. Payment is deemed made when the money, or purchase price, is credited to the Seller’s account.
  2. 4.2. Unless agreed otherwise, the buyer must pay for the goods according to the pro forma invoice.
  3. 4.3. If the buyer’s payment ability significantly deteriorates, if the buyer is unable to provide sufficient payment security, or if the buyer provided false information to the Seller when securing payment, all existing claims shall become immediately due, unless the buyer provides adequate security at the Seller’s request. Goods already delivered must be returned to the Seller at the buyer’s expense.
  4. 4.4. In the event of late payment, the Seller reserves the right to charge statutory default interest and all costs arising in connection with reminders and recovery.
  5. 4.5. In the event of a buyer’s complaint regarding the quality or quantity of goods, or in the event of invoice rejection, the buyer must pay the undisputed invoice amount. The disputed invoice amount is limited to forty percent (40%) of the invoice value.
  6. 4.6. The buyer may reject an invoice no later than eight (8) days after receipt. The invoice rejection must be explained and substantiated in detail. In the event of delay, or an unfounded or insufficient explanation, the buyer shall be deemed to have accepted the invoice in full.
  7. 4.7. If the buyer is late with payment by fifteen (15) days or more, the Seller may change the sales terms or withdraw from the contract without notice. The buyer gives the Seller irrevocable and unconditional permission to enter the premises where the unpaid goods are located and to take possession of them.
  8. 4.8. The buyer is not entitled to withhold payments or set off counterclaims unless otherwise agreed in writing.

5. DELIVERY AND SERVICING

  1. 5.1. Delivery terms are defined as EXW KOMP-R d.o.o., Pod lipami 4, 1370 Logatec, Incoterms 2020.
  2. 5.2. The Seller shall determine binding delivery deadlines in the written order confirmation. Delivery within fourteen (14) days after the deadline stated in the order confirmation shall not be considered late.
  3. 5.3. The buyer is obliged to take delivery of the goods within the deadline specified in the order confirmation. If the buyer does not take delivery of the goods within the specified deadline, the Seller may store them in its warehouse. If the buyer does not take delivery within five (5) days from the date of notification that the goods are ready for collection, the Seller may charge 0.2% of the sales value of the goods stored by the Seller for the buyer for each commenced day of delay, as costs incurred by the Seller due to storage, from the day the buyer entered into delay until actual collection of the goods. If the Seller cannot store the goods in its own warehouse, it may store them in other suitable warehouses at the buyer’s expense.
  4. 5.4. In the event of the buyer’s delay in taking delivery of the goods, the risk of accidental destruction of or damage to the goods passes to the buyer on the day the buyer enters into delay.
  5. 5.5. If the buyer does not take delivery of the goods within twenty (20) days from the date set for collection, the Seller shall call upon the buyer in writing to take delivery within an additional period, which shall not be shorter than ten (10) days. If the buyer does not take delivery even within the additional period, the Seller may sell the goods. From the purchase price received, the Seller may reimburse itself for the costs incurred.
  6. 5.6. The Seller reserves the right to make partial deliveries.
  7. 5.7. If the subject of delivery is goods that must be serviced, including compressors, cooling devices, measuring equipment and similar goods, the buyer undertakes to have the goods serviced by the Seller for at least five (5) years after expiry of the warranty period, unless otherwise agreed between the parties.

6. RETENTION OF TITLE

  1. 6.1. The goods remain the property of the Seller even after being handed over into the buyer’s possession, until the buyer has paid the full purchase price and any other obligations to the Seller.
  2. 6.2. The buyer is entitled to resell products subject to the Seller’s retention of title, or to use them for production purposes, provided this is part of the buyer’s ordinary business process and provided the buyer is not late with its payment obligations to the Seller. If the buyer resells the goods to its own customers, the buyer must assign to the Seller, as security, all claims it has against its customers arising from the sale of such goods.
  3. 6.3. The buyer must inform the Seller of the assigned claims and the debtor. In the notification, the buyer must provide the Seller with all information the Seller may need for possible recovery of such claims. The buyer must also inform its debtor of the retention of title and assignment of claims.
  4. 6.4. If the buyer is late with payment of its obligations to the Seller, its right to resell or use the goods with its own customers shall cease.
  5. 6.5. If goods subject to the Seller’s retention of title are mixed with or processed together with other products, the Seller shall acquire ownership of the new products or other products up to the value of the goods subject to the Seller’s retention of title.
  6. 6.6. Until full acquisition of ownership rights in the goods, the buyer must treat the goods subject to the Seller’s retention of title with due care and protect them against possible damage or destruction.

7. FORCE MAJEURE

  1. 7.1. The Seller shall not be liable for partial performance or non-performance of its obligations if this is the result of events that the Seller could not avoid, prevent or remedy (force majeure). Force majeure includes events such as fire, floods, earthquakes, uprisings, wars or armed conflicts, terrorist attacks, epidemics, power outages, internet outages, strikes or other work interruptions, administrative or other official restrictions or prohibitions such as embargoes, seizures, restrictions on financial transactions, transport restrictions, shortages of materials on the global market, energy supply reductions and other obstacles beyond the Seller’s control. Force majeure also includes shortages of materials or services at the Seller’s suppliers or companies involved by the Seller in fulfilling its contractual obligations, as well as their delays in supplying goods or services to the Seller.
  2. 7.2. If performance by the Seller is prevented for the reasons stated in the previous paragraph, the Seller must immediately notify the buyer. In such case, the performance deadline shall be extended for the duration of the force majeure event and its consequences. If force majeure lasts longer than three (3) months, either the buyer or the Seller may immediately withdraw from the contract without compensation or similar payments.

8. WARRANTY AND MATERIAL DEFECTS

  1. 8.1. The Seller guarantees that all goods are manufactured in accordance with the specifications and global standards for such products. Unless expressly agreed otherwise, the Seller warrants the faultless operation of the goods for a warranty period of eighteen (18) months from the date the goods were delivered to the buyer, or twelve (12) months from the date the goods were installed or used. If a commissioning inspection of the device is required, the twelve (12)-month warranty period begins from the completed commissioning.
  2. 8.2. The warranty does not include:
    • consumable parts of the goods;
    • labour costs, travel costs and accommodation costs of service technicians;
    • costs related to dismantling and assembling the goods;
    • damage caused by force majeure;
    • parts added or modified by an unauthorised person;
    • damage caused by improper use of the goods;
    • damage occurring during transport or unloading of the goods.
  3. 8.3. The warranty does not apply in the following cases:
    • if the goods have been tampered with by an unauthorised person;
    • if the goods are not used for the purposes for which they were made, or if they are used for purposes exceeding normal use;
    • if the Seller’s or manufacturer’s instructions for use are not followed;
    • if installation and commissioning are required and these are carried out by a third party without the Seller’s prior written consent, or if commissioning is not performed.
  4. 8.4. The buyer must inspect the goods immediately, or as soon as possible. The buyer must notify the Seller of any material defects immediately, but no later than eight (8) days from the date of delivery. In the case of hidden defects, the buyer must notify the Seller immediately, but no later than eight (8) days from the date the defect was discovered. The Seller is not liable for hidden defects that appear after six (6) months from the date of delivery.
  5. 8.5. In the event of asserting material defects or warranty claims, the buyer must allow the Seller to inspect the goods. For this purpose, the buyer must provide the Seller with all necessary information and photographs of the defective goods. If the defect cannot be determined from the obtained information and photographs, the buyer must also send the defective goods to the Seller.
  6. 8.6. In the event of technical acceptance, the buyer must notify the Seller of obvious defects immediately, at the time of technical acceptance.

9. LIMITATION OF LIABILITY

  1. 9.1. The Seller shall not be liable for any damage incurred by the buyer as a consequence of the Seller’s delays in fulfilling its contractual obligations, especially due to incorrect or inaccurate data, specifications, designs or any other information provided by the buyer.
  2. 9.2. The Seller shall not be liable for damage that has not occurred directly to the goods, in particular not for lost profit, damage to the buyer’s other property, damage due to equipment downtime, production stoppage and/or other pecuniary or non-pecuniary damage suffered by the buyer.
  3. 9.3. In any case, the total and maximum liability of the Seller and its related persons, employees, managers and subcontractors is limited to the value of the goods that caused the damage event.

10. PROTECTION OF TRADE SECRETS

  1. 10.1. The Seller and the buyer agree to keep all data arising from contractual documentation and other data arising from the contractual relationship as trade secrets for at least five (5) years after expiry or termination of the contractual relationship.
  2. 10.2. Neither party may disclose the data referred to in the previous paragraph or use it for any purpose not directly related to the exercise of rights and obligations under the contract without the prior written consent of the other party.
  3. 10.3. Trade secrets include sketches, diagrams, calculations, instructions, lists, correspondence, notes, contractual documents and other data in material or immaterial form.

11. DISPUTE RESOLUTION

  1. 11.1. The Seller and the buyer shall resolve any disagreements and disputes amicably. If the dispute cannot be resolved amicably within thirty (30) days from notification of the disputed event, the dispute shall be submitted to the competent court in Ljubljana. The law of the Republic of Slovenia shall apply exclusively.

12. VALIDITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

  1. 12.1. These General Terms and Conditions of Sale apply to all relationships, unless the Seller and the buyer expressly agree otherwise in advance.
  2. 12.2. If any provision of these General Terms and Conditions proves to be null and void or invalid, this shall not affect the remaining provisions of these General Terms and Conditions. In such case, the Seller and the buyer shall replace the null and void or invalid provision by special agreement with a new valid provision in order to achieve the originally intended purpose.
  3. 12.3. The Seller reserves the right to amend the provisions of these General Terms and Conditions.
  4. 12.4. These General Terms and Conditions are published on the website komp-r.si and have been valid since 2 February 2011.