GENERAL SALES CONDITIONS

1. GENERAL SALES CONDITIONS

a) All deliveries and services are exclusively based on the following general business conditions of the company Meltal IS d.o.o. (hereinafter the Seller). Deviating agreements are valid only if concluded in writing. All other subsequent deliveries shall be made in accordance with these general business conditions.

b) Agreements made in person or per telephone shall enter into force when confirmed by the Seller in writing.

c) Seller’s offer, which is the basis of the Buyer’s order, is for information purposes only and the price may be subject to change.

2. DELIVERY TIMES AND DELIVERY DELAYS

a) The delivery time is in accordance with the agreement concluded between the Seller and Buyer in writing. Delivery times begin to run on the day of mutual confirmation of the order.

b) If the Seller is in delay, the Buyer is entitled to terminate the contract in accordance with statutory provisions after giving at least 14 days of additional time for performance. However, the Seller shall not be held liable for any delays of performance, which happen because of circumstances outside of his influence or control, which he was unable to expect or prevent with reasonable measures despite his due diligence at the time of confirming the order.

c) If the Buyer at his own initiative or in agreement with the Seller changes the delivery date or other conditions, the Seller reserves the right to change the price per unit of goods.

d) Delivery times stated on offers or order confirmations shall apply under condition that the Seller received materials from his Suppliers in the agreed time.

3. PAYMENT CONDITIONS, GOODS COLLECTION DELAY

a) Invoice issued by the Seller shall be settled in the agreed deadline. The invoice shall be settled in whole, abatements are not allowed. In case of delayed payments by the Buyer, he is obligated to pay statutory interests.

b) On reasonable grounds of the Buyer, the Seller can store goods free of charge in his own facilities for 7 days at most, counted from the end of the delivery date. Starting on day 8, the Seller may charge the Buyer warehousing expenses, is not liable for damages or deterioration of goods during warehousing, and is not obligated to accept any related complaint.

c) If the Buyer is in delay with the collection of goods by more than 30 days, the Seller is entitled to terminate the contract, of which they shall notify the Buyer in writing.

d) If the Seller delivered the goods to a corresponding location, the Buyer is obligated to ensure the accessibility to the location of unloading for the towing vehicle (pay special attention to suitability and quality of roads and a suitable location for lorries) and shall act in accordance with rules for unloading of delivered goods with suitable devices.

4. RESERVATION OF TITLE

a) The Seller has a full reservation of title for delivered goods until a full payment of sale proceeds. In the event of an assembly or installation of products with other products, the Seller reserves the ownership right to the part of these products or to a proportional share of a new product.

b) In case of pledging of assets, theft or any other interference, the Buyer is obligated to notify the Seller thereof. The Buyer is liable for fault-based damages caused to such products

c) In case of actions in violation of provisions of this contract, especially for delays of payment, the Seller has the right to take back the sold goods. The Buyer permits the Seller to enter his facilities where the goods are stored, if such is required for facilitating the reservation of title.

5. PASSING OF RISK

Z izročitvijo blaga kupcu ali njegovemu pooblaščencu pri pošiljanju preko prevoznika preide nevarnost na kupca, ne glede na to, kdo nosi stroške transporta. Če je blago na vozilu namenjeno več kupcem, vsak posamezni kupec prevzema odgovornost za morebitno poškodovanje ostalega blaga, tudi tistega, ki ni njegova last, ki ga povzroči prevzemnik z nestrokovnim ravnanjem pri prevzemu delnega raztovora blaga.

6.WARRANTY AND INDEMNITY

a) The Seller shall give such warranties for goods as received from the Supplier.

b) The Seller shall not be liable for goods if the damage resulted because of unprofessional use or unauthorised or unprofessional interference with goods.

c) Warranty shall not apply for any damages caused to goods because of unprofessional unloading. The Buyer shall perform a visual inspection of goods before unloading and shall document any damage, which occurred prior to unloading, with photos and a protocol.

7. TERMINATION

a) The Seller is entitled to terminate the contract:

• if he is unable to fulfil contractual obligations because of force majeure, strike or other circumstances which were not caused by him,
• if the Buyer exceeded the payment deadline by more than 14 days and ignores the additional time.
• if the Buyer stated false information regarding his obligations which threated his performance ability due to gross negligence.

b) The Buyer is entitled to terminate the contract:

• if the Seller intentionally or from gross negligence causes the delivery of goods to become impossible,
• if the Seller does not uphold the additional time for delivery.

8. FAULT COMPLAINTS

a)The Buyer is obligated to review goods in a usual manner immediately upon collection of goods and shall immediately notify the Seller. Otherwise, the Buyer loses the right referred to in this title. If the Buyer does not notify the Seller of manifest errors immediately, it is considered that goods were received in faultless condition. The Seller shall not accept later complaints from the title of manifest errors.

b) In case of latent defect, which the Buyer could not have noticed during a usual review upon the collection of goods, the Buyer shall notify the Seller immediately or within eight days after having noticed the fault.

c) The Buyer undertakes to notify the Seller of quality and quantity derogations of delivered goods in writing immediately after determining them, and within 8 days after the collection of goods at the latest.

9. COMPLAINTS

a)Upon request by the Seller, the Buyer shall immediately return the reclaimed goods for determining the eligibility of the complaint. Otherwise, the Buyer loses the right to complaint.

b) The Seller can only confirm the complaint in writing, with attached photos, suitable data for the identification of delivered goods, a detailed description supported with suitable documentation (i.e. invoice, signed delivery note and a note on CMR for direct deliveries).

c) The Buyer may not use and/or sell the goods until the complaint is resolved. Additionally, the Buyer shall enable the Seller’s representative to inspect the goods.

d) After having determined that the complaint is justified, the Seller shall give a proposal for settling the complaint with a price deduction or with a supplementary delivery, depending on the type and level of flaw. If justifiable from a technical standpoint that a product is replaced because it cannot be installed, the additional time required for the delivery of the supplementary product shall not be considered as a delivery delay in respect to the original deadline.

e) Because of its warranty claims, the Buyer does not have the right to withhold any payment.

f) The Seller shall not be liable for complaints, which arose because of unprofessional or unauthorised use of goods.

g) We reserve the right to derogations of colour nuances of the sold goods, which is the consequence of deliveries from various lots.

h) For the orders of panels and trapezoidal sheets of darker colours (such as RAL 8017, 7016, 3009) we recommend sheet thickness of at least 0.6 mm, otherwise the Seller cannot guarantee for product flaws.

10. LIMITATION OF LIABILITY

Seller’s liability does not cover any direct, consequential or foreseeable damage, neither the loss of profit or income, because of loss of goods, potential market losses nor other similar reasons. The amount of Seller’s warranty obligation or other liability may not exceed the charged amount of ordered and/or delivered goods in accordance with this Contract.

11. FORCE MAJEURE

The Seller and Buyer are not liable for legal consequences of contractual violations if violations were caused by force majeure. The term “force majeure” represents all exceptional and unpredictable event which cannot be influenced or prevented by the Seller and Buyer and are outside of their business activities.

12. PLACE OF PERFORMANCE

If the order does not state anything else, the place of performance for the delivery and payment is the headquarters or place of business of the Seller where the Buyer ordered goods.

13. GENERAL PURCHASE CONDITIONS

a) Our order number shall be stated on the order confirmation, invoice and other dispatch documents.

b) In case of transit deliveries, the invoice is only valid with a received, stamped and signed delivery note (printed first and last name of the acquirer and the location and date of receipt) by the goods end recipient.

c) All verbal orders shall be confirmed in the form of an order in our information system Navision.

d) Until the receipt of your invoice with all the required documentation (from points a and b) the deadline is interrupted and it is considered as if the invoice had not been received.

14. RESOLUTION OF DISPUTES

The competent court for conflict resolution is the court in Maribor.

15. VALIDITY OF GENERAL BUSINESS CONDITIONS

General business conditions of the company Meltal IS, d.o.o. shall enter into force on 28 January 2015 and shall stay in force until cancelled.