General Terms and Conditions

1. GENERAL

1.1. These General Terms and Conditions govern legal relationships between KOMP-R d.o.o., Pod lipami 4, 1370 Logatec, Slovenia (hereinafter: Seller) and customers purchasing products and services from the Seller’s sales program.
1.2. These terms apply to all relationships between the Seller and the Customer, unless expressly agreed otherwise in writing.
1.3. Only written agreements are valid. Communication sent via appropriate telecommunication channels (e.g., email) is considered written form.
1.4. If specific rights and obligations are agreed differently, the remaining provisions of these Terms remain valid.
1.5. The Seller’s General Terms prevail over any customer terms unless explicitly agreed otherwise in writing.

2.1. A customer order becomes binding for the Seller only after written order confirmation by the Seller.
2.2. Offer or quotation terms apply only within the stated validity period.
2.3. If the Customer changes or cancels an order after confirmation, the Seller is entitled to reimbursement of incurred costs.
2.4. Orders for custom-made goods cannot be changed or cancelled after written confirmation unless explicitly approved by the Seller.

3.1. Unless agreed otherwise, prices follow the Seller’s valid price list and are stated in EUR.
3.2. The Seller may adjust prices for undelivered goods in case of changes in raw-material costs, labor costs, operating costs, or exchange rates.

4.1. Payment is deemed executed when funds are credited to the Seller’s bank account.
4.2. Unless agreed otherwise, goods are paid based on a proforma invoice.
4.3. If the Customer’s solvency significantly deteriorates or payment security is inadequate, all claims become immediately due unless adequate security is provided.
4.4. In case of delay, statutory default interest and debt-collection/reminder costs may be charged.
4.5. In case of complaint or invoice rejection, the undisputed invoice amount must still be paid.
4.6. Invoice rejection must be submitted no later than eight (8) days after receipt and must be reasoned in detail.
4.7. If payment delay exceeds fifteen (15) days, the Seller may modify terms or withdraw from the contract.
4.8. The Customer may not withhold payments or set off counterclaims unless explicitly agreed in writing.

5.1. Delivery terms are EXW KOMP-R d.o.o., Pod lipami 4, 1370 Logatec, Incoterms 2020 unless agreed otherwise.
5.2. Binding delivery deadlines are those specified in written order confirmation.
5.3. If the Customer fails to collect goods on time, the Seller may store goods at the Customer’s cost and charge storage expenses.
5.4. Risk of accidental loss or damage transfers to the Customer upon delay in acceptance.
5.5. If goods are not collected even after additional notice period, the Seller may sell them and offset all related costs.
5.6. The Seller is not liable for delays due to force majeure or circumstances beyond reasonable control.

6.1. Delivered goods remain the Seller’s property until full payment of all due obligations.
6.2. Until full payment, the Customer may not pledge, transfer as security, or otherwise dispose of the goods in a way that could affect the Seller’s ownership rights.

7.1. Catalogs, drawings, plans, calculations, technical documentation, and related materials remain the Seller’s property.
7.2. The Customer may not reproduce, disclose, or use this documentation outside contractual purpose without prior written consent.

8.1. Warranty scope and duration are defined by applicable law, manufacturer terms, and explicit written agreement.
8.2. Warranty does not cover, in particular:
- normal wear and tear;
- damage due to incorrect use, installation, transport, or unloading;
- interventions by unauthorized persons;
- parts added or modified without authorization;
- damage caused by force majeure.
8.3. Warranty claims may be rejected if:
- goods were used for non-intended purposes;
- manufacturer/seller instructions were not followed;
- required installation/start-up was performed without the Seller’s written consent.
8.4. The Customer must inspect goods immediately and report visible defects without delay, no later than eight (8) days from delivery.
8.5. Hidden defects must be reported immediately after discovery, no later than eight (8) days from discovery.
8.6. The Customer must enable inspection and provide all required information, photos, and where needed, defective parts/products.

9.1. The Seller is not liable for damage resulting from delays caused by inaccurate/incomplete data, specifications, or instructions provided by the Customer.
9.2. The Seller is not liable for indirect damages (including loss of profit, production downtime, or other consequential damages).
9.3. In all cases, total liability of the Seller and related persons is limited to the value of goods that caused the damaging event.

10.1. Both parties shall keep contractual and related business information confidential for at least five (5) years after the relationship ends.
10.2. Such information may not be disclosed or used for unrelated purposes without prior written consent of the other party.
10.3. Confidential information includes all sketches, schemes, calculations, lists, correspondence, contractual documents, and related data in any form.

11.1. The parties will first attempt to resolve disputes amicably. If no settlement is reached within thirty (30) days, disputes shall be resolved by the competent court in Ljubljana, Slovenia.
11.2. The law of the Republic of Slovenia applies exclusively.