The general terms and conditions apply throughout the entire business of IMS MERILNI SISTEMI d.o.o. with all legal entities, regardless of whether these products were produced in Slovenia or abroad. These general conditions, with immediate effect, replace all previous general conditions issued by the seller. The buyer is familiar with the conditions, understands them, and agrees that issuing the purchase order means that he agrees to these conditions of the seller. Any conditions or requirements of buyers that conflict with these general terms and conditions of business can only be used if the buyer and the company IMS MERILNI SISTEMI d.o.o. agree on this in writing. (hereinafter the company).
2. Acceptance of orders and prices
Orders must be placed in writing, by letter, fax, or e-mail, in order to avoid errors in the understanding of telephone orders. Until the company submits its written offer, it is considered that the prices, conditions, and the like expressed until then represented only negotiations before the conclusion of the contract, which are not binding. The prices given in the price lists are both informative and non-binding in nature. The only binding form is a written offer or preliminary invoice and order confirmation based on this. The seller also reserves the right to change the name, size, and packaging of the goods at any time, provided that the said changes do not significantly change the characteristics of the goods. Each purchase order is enforceable if it is accepted by the seller in writing and constitutes a separate and individual supply contract. Unless the parties agree otherwise, the prices listed in the price list are those prices that do not include taxes or customs duties. In addition to the stated prices, the buyer pays the amount of any current or future taxes or duties applicable to the sale of the goods.
3. Additional deadlines
The given data on delivery dates, which in each case are approximate based on the available and efficient means of transport, are valid for fulfillment from the moment the goods are taken from the company’s warehouse. In the event of force majeure and all other unforeseen circumstances, the company has the right to withdraw from the contract in whole or in part or extend the delivery period for the duration of these circumstances. In the event that the Seller’s ability to deliver goods for which the Buyer’s purchase order has not yet been settled or becomes limited for any reason, the Seller may reduce the quantity, delay the shipment or allocate the goods to its Buyer at its sole discretion, provided that the Buyer is notified in advance informed. . Buyer may not cancel, postpone or postpone any purchase order without Seller’s prior written consent unless Seller has defaulted or otherwise breached its contractual obligations. If consent is given, the buyer expressly waives any claim arising directly or indirectly from such cancellation, postponement, or postponement, and the buyer shall bear all costs and expenses in this connection exclusively.
The goods meet the quality requirements set by Slovenian legislation and/or the legislation of the country of origin. The seller guarantees that the goods will be accompanied by the required certificates and certificates. At the buyer’s written request, the seller is obliged to provide the buyer with certified copies of the specified documents.
Cartons and other packaging for packaging are considered at our own expense and are not accepted for return.
The company is obliged to fulfill its obligations to deliver the cash register at the company’s headquarters, except in the case of any specific other written agreements. By handing over the goods to the buyer, his freight forwarder or carrier, or by sending the goods to the customer in a different way, but at the latest at the moment when the goods leave our company or our warehouse, the risks of final destruction or damage and the costs of transporting the goods pass to the buyer. The company can take out insurance against damage and loss of goods for the duration of transport at the express request of the buyer and upon his prior submission of costs.
Regarding the payment of invoices, the payment terms apply when they are stated in the written offer or order confirmation, or proforma invoice. Insofar as these are not specified, or unless otherwise agreed in writing, the following conditions apply:
Due date: Our receivables are due within 30 days of the invoice date, net, without deductions. If the payment deadline is exceeded, we charge 12% interest per year. We charge an additional 5 EUR + VAT for each reminder.
Discount: For 100% interest-free advance payment according to the proforma invoice, we grant a discount, which is agreed in the Sales Conditions. The condition for applying the discount is that all previous obligations of the buyer to the company have been settled. The discount is recognized only if the buyer pays 100% in advance after the preliminary invoice or confirmation of the order, at least 10 days before delivery, or by taking over.
Compensation: Payment by compensation requires a special prior written agreement.
All payments must be made in full by bank transfer to the bank account specified by the seller, unless otherwise expressly agreed in writing. At the seller’s request, payments will be made in advance. Payments will be made – without deductions, in particular without discounts, unless expressly agreed in writing – in a timely manner, so that the seller has the appropriate amount in the account on the day when the amount is due. For the avoidance of doubt, the cost of payment transactions is borne by the buyer.
Amounts that are not paid on time are subject to statutory late payment interest. If the goods included in these conditions are not delivered in one shipment, the buyer pays only for the number of goods that were delivered. Each shipment is treated as a separate and independent transaction.
The seller and the buyer can agree on different forms of discounts, which will be specified in writing.
8. Sale with retention of title
The company reserves the right of ownership of the goods it sold and delivered to the customer until the final payment of the agreed purchase price. The retention of title also extends to products that were created by processing, combining, or otherwise transforming the delivered goods, i.e. to the entirety of newly created things, because the company’s delivered goods are considered the main thing. Plans, samples, brochures, documents, and similar material provided by the Seller may be used only for the agreed purpose and do not constitute an offer, and may be changed by the Seller at any time without prior written consent. Reproduction, modification, transformation, or use of such materials for other purposes is permitted only by written agreement with the seller and in all cases in accordance with applicable laws.
9. Exclusion and limitation of liability
The company’s liability for damages is excluded in cases of slight negligence or in cases of violation of non-essential contractual obligations. The company’s liability for damages is limited in cases of willful conduct or grossly negligent conduct in violation of essential contractual obligations, namely to the amount of foreseeable damage that is common in such legal transactions. It is considered that the said provision also applies to the claim for reimbursement of expenses.
Complaints due to the quantity, quality of the shipment, or defective packaging can be asserted by the buyer within 8 days of receiving the goods and under other conditions of the Code of Obligations. In the case of justified and recognized complaints, the buyer can request either the repair of the goods or replacement delivery or credit for a price reduction, whereby the company has the right to choose between the listed options. The company will not consider any complaints after the stated deadline.
Damage that occurred during the transportation of the goods must be reported immediately upon receipt of the goods and registered with the carrier with a mark in the waybill and the company must be immediately informed in writing. Due to the transfer of risk to the buyer, all damages incurred during the transport of the goods are claimed by the carrier or forwarder.
11. Substitute Delivery
The company is obliged to make a replacement delivery or issue a credit note only after a detailed investigation of the advertised goods in the company and confirmation of the company’s responsibility for such a defect. In order to carry out the investigation, the buyer must return the claimed goods to the company. In emergency cases, the company can deliver the goods to the customer at current daily prices and, in case of confirmation of liability, grant him credit until compensation. The costs of unjustified complaints are borne by the buyer.
The buyer undertakes to protect as a business secret and to keep confidential all business and confidential technical information of the seller, which it becomes aware of during the duration of the business relationship unless this information is or becomes generally known through no fault of the buyer.
13. Dispute Resolution
The court in Ljubljana is competent to resolve any disputes.
14. Prohibition of set-off
The buyer does not have the right to set off any counterclaims against the seller’s claims unless the such counterclaim is undisputed or has been legally decided by a court.