General Terms and Conditions
GENERAL TERMS AND CONDITIONS
1. SUBJECT OF THE TERMS AND CONDITIONS
(1) The General Terms and Conditions (hereinafter: Terms and Conditions) regulate all activities (sales, deliveries, etc.) of the TKK d.o.o. company (hereinafter: Supplier) with customers. Any supplementations and amendments to the Terms and Conditions, especially deviations from the Terms and Conditions by the customer shall require the written consent of the Supplier. When placing an order, the customer shall accept these Terms and Conditions, which shall also be legally binding on the Customer.
(2) If one or more provisions of these Terms and Conditions are wholly or partially invalid, this shall not affect the validity of other Terms and Conditions. [E1] In this case, the invalid provision shall be replaced by a provision that best approximates the economic purpose of the invalid provision. In case of ambiguity of individual provisions, these shall be interpreted as close as possible to the economic purpose of the ambiguous provision.
(3) These Terms and Conditions shall also apply to all future activities and business relationships with the Customer.
2. OFFER AND ORDER
(1) Offers shall not be binding in terms of price, quantity, delivery and time of delivery, unless they are explicitly marked as binding. The Supplier must confirm the customer's order in writing, otherwise the contract is not deemed concluded.
(2) Information from catalogues, prospectuses and the like, as well as verbal or written statements of the Supplier, shall be binding only if this is explicitly stated or mentioned in the order confirmation.
(3) If the order confirmation differs from the order, such differences shall be considered to have been accepted by the customer if the customer does not immediately object to them.
(4) In the event of the Supplier’s negligible deviations from the offer in the delivery of the goods, the delivery shall remain valid.[E2]
(5) Obvious errors in offers, confirmations or invoices can be corrected at any time without the customer's approval.
(6) The Supplier shall be exclusively represented by an authorised person/body. Statements and declarations made by the Supplier's employees shall not be binding without written approval by an authorised person/body of the Supplier.
All contractual amendments shall enter into force only with the written confirmation of an authorised person/body of the Supplier.
(7) If the order confirmation is not issued, the contract shall be deemed to have been concluded with the shipment of the ordered goods by the Supplier.
(1) The selling price shall be the price valid on the day of the order or the price stated in the offer. All prices quoted by the Supplier shall be exclusive of VAT, unless expressly stated otherwise. Unless otherwise agreed, the price shall not include delivery and transport costs and insurance; these costs shall be billed separately.
(2) If labour costs or other production costs, such as for example costs for raw materials, energy, transportation, financing, etc. increase in the period between the confirmation of the order and the day of delivery and are not in the Supplier's area of influence (such as collective agreement, wages), the Supplier shall have the right to adjust the selling price accordingly, whereby these prices shall thus apply to all subsequent deliveries. As regards subsequent deliveries or services, the Supplier shall be entitled to adjust the prices as stated above.
(3) The basis for calculating the price shall be the weight in kilograms, number of pieces or volume in litres as determined at the time of shipment.
(4) Unless otherwise agreed, the Supplier reserves the right to charge delivery costs for orders with a net value of less than EUR 500.
(1) Delivery shall be "ex works", unless otherwise agreed.
(2) If event that the Supplier carries out transport for its own account, it shall be entitled to reimbursement of all transport costs.
(3) The delivery dates specified by the Supplier shall not be generally binding. Delivery dates can only be determined when all delivery details, especially place and transport, have been determined. The Supplier can change the delivery dates as appropriate. Provisions on delivery dates shall not represent an essential component of the mutual agreement between the customer and the Supplier.
(4) In the event that the Supplier is late with the delivery, the customer may cancel the contract only on the basis of a written message, i.e. after the expiry of the subsequently agreed deadline for the correct performance of the contract.
(5) In the event of unexpected obstacles to the delivery of goods (strikes, interruptions of plant operation, interruption of the supply of raw materials, lack of raw materials, measures of state authorities, traffic jams, etc., or in the case of force majeure), the Supplier shall have the right to extend the time of the delivery accordingly or withdraw from the delivery in whole or in part without any liability for damages.
(6) If the customer does not accept the acquired quantity within the agreed time period, the Supplier shall be entitled to a lump sum compensation. The Supplier shall not lose the right to make subsequent claims for damages. In the event of a delay on the part of the customer, the risk of accidental damage or destruction of the goods shall pass to the customer from the day the goods are available for acceptance.
(7) In case of late payment by the customer, the Supplier shall have the right to suspend further delivery of the goods. All customer invoices that have not yet been paid shall fall due for immediate payment without written notification from the Supplier.
(8) The delivery of goods may deviate in quantity from the ordered quantity.
In case of a quantity-related deviation, the customer shall not have the right to withdraw from the contract or demand compensation from the Supplier.
(9) The Supplier reserves the right to make changes to the product range as well as to deliver minimally modified goods (according to the catalogue valid at the time) without notifying the customer.
5. TRANSFER OF RISK
If the customer organises the transport personally or through a carrier, the risk shall be transferred to the customer according to the "ex works" parity (Incoterms 2010).
6. PAYMENT TERMS
(1) In the event that payment is agreed to be effected based on an issued invoice, the customer must settle their liability under the contract by the agreed payment deadline. Cash discounts shall only be valid in case of a written agreement between the customer and the Supplier. All agreed discounts shall become invalid without written notice from the Supplier in the event that the customer defaults on the payment of their due liability.
(2) In the event that the customer is late in effecting payment, they shall be charged statutory default interest. In addition to the stipulated default interest, the Supplier shall have the right to the reimbursement of all additional potential damages.
(3) In the case of justified doubts as to the customer's ability to pay, the Supplier may withdraw from confirmed orders and already concluded agreements on deliveries without a notice period, taking into account any advance payments. All liabilities not paid by the customer shall fall due for immediate payment.
(4) Unless otherwise agreed, all payments shall be in euros.
(5) Unauthorized persons employed by the Supplier shall have the right to accept the purchase consideration only on the basis of the express authorisation from an authorised person of the Supplier.
7. WARRANTY FOR DEFECTS
(1) In the event of an objection to the quality of the supplied goods, the customer shall be obliged to submit a written complaint to the Supplier within 8 days from the delivery of the goods stating the identification data of the goods concerned and the reasons for the complaint. The Supplier does not assume liability for defects resulting from unprofessional use of the goods and for goods that have expired.
In cases where the customer's actions are contrary to the above-mentioned provisions, all warranty claims or claims for compensation of damages shall be excluded. The customer must prove that the defect existed at the time of delivery.
(2) The customer must send samples of defective goods by way of a notice at their own expense and risk.
(3) Non-material defects (such as small differences in colour, small defects that disappear after some time or can be repaired by the customer together with the Supplier with very little effort) shall not give the customer any right to claim damages against the Supplier.
(4) The Supplier's goods are manufactured as stated in the order or product specification. Each product must include the Supplier's instructions for use. In case of failure to observe the instructions for use, the Supplier shall not be liable for damages. The Supplier does not assume any liability or guarantee of use that is not specific to a particular product.
(5) Warranty for the delivered goods is excluded as are any and all claims for damages of the customer if the goods cannot be inspected (e.g. due to further processing).
(6) If the defect in the goods is the result of the actions of a third party, the customer shall not have the right to a claim for damages against the Supplier, but rather against the person or entity who/that caused the defect.
(7) Except in cases where the customer has the legal right to withdraw from the contract, the Supplier shall in these cases have the right to repair the goods, replace the goods or reduce the price of the goods.
(8) The Supplier shall not provide warranty for defects attributable to the customer.
8. CLAIMS FOR DAMAGES
(1) Within the scope of the legal provisions, all claims for damages against the Supplier shall be limited to gross negligence and malicious conduct. The burden of proof shall be on the customer.
(2) Within the scope of the legal provisions, all claims for damages shall be limited to reasonably foreseeable damage, namely up to the value of the goods.
(3) The customer must inspect the goods in terms of their purpose of use. The Supplier shall not be responsible for insufficient inspection.
(4) Within the scope of the legal provisions, the Supplier shall not be liable for damages for any violation of the rights of third parties.
9. LIABILITY FOR PRODUCTS
(1) Point 9 shall apply only in those cases where specific consumer product liability laws apply.
(2) Within the framework of legal provisions, all claims for damages by customers as well as third parties, which are based on legally defined product liability, shall be non-binding on the Supplier unless the claimant proves that the defect was made by the Supplier and was caused by extreme negligence.
(3) Regardless of the provision referred to in point 9.2, liability for damages is provided for in point 8 if business is conducted between legal entities.
(4) In the event that the customer sells the goods to third parties, the customer undertakes to exclude liability for damages caused by the Supplier.
In the event that the customer fails to do so, they shall be liable for damages for all the damage that the Supplier might incur as a result.
10. PROHIBITION OF OFFSETTING AND WITHHOLDING OF PAYMENTS
(1) Assignment of the customer's claims against the Supplier to third parties shall be prohibited without the explicit written consent of the Supplier.
(2) Without the explicit consent of the Supplier, no set-off by third parties shall be possible.
(3) The customer's legal claims shall not give them the right to withhold the payment of the full purchase consideration, but only a corresponding-proportionate part of the purchase consideration. Other payments must be made immediately.
11. RETENTION OF TITLE
(1) The goods sold shall remain the property of the Supplier even after the goods have been handed over into the possession of the customer, namely until the customer pays the purchase consideration in full.
(2) The customer shall have the right to use the goods within the normal scope of business activity, but may not pledge the goods or give them as security. Executions by other creditors shall be immediately reported to the Supplier. The customer shall be obliged to disclose to the Supplier the names and addresses of the buyers as well as the entire inventory and the amount of claims arising from re-sales.
Within the scope of the legal provisions, the Supplier can recover all claims against the customer arising from non-payment of goods from the customer's debtors. The customer shall be obliged to inform its current and potential buyers of the above provisions.
(3) The customer (receiver, liquidator) must grant the Supplier access to their goods and products produced with the goods in each case of late payment - especially bankruptcy. In addition, the customer must disclose all books of account to the Supplier and hand over all necessary information relevant to the exclusion of the Supplier's claims from the bankruptcy estate.
(4) Formulae and samples shall in any case remain the property of the Supplier, even if they were made at the customer's expense.
(1) The price of the packaging shall be included in the price of the goods, except for accessories in containers where the container shall be charged. The same amount shall be credited to the customer when the container is returned.
(2) The removal of empty containers shall be organised by TKK at its own expense at the next delivery or at a later date. For the purposes of removal of empty plastic drums and other empty packaging, TKK d.o.o. is included in a waste packaging collection system.
13. DATA PROTECTION
(1) The customer explicitly agrees that placing an order may mean that individual data may be stored using data processing and transmitted to associated companies for the purpose of completing the order.
(2) The customer undertakes to keep all information arising from the relationship, contractual documentation and all other information regarding mutual cooperation as a business secret for the entire duration of the contractual relationship and for at least 5 years after its termination. The following shall in particular be considered to be business secrets: price list, commercial and other sales terms and conditions, sales promotion and advertising terms and conditions, invoices, order forms, letters, minutes, contractual documents and all other data in materialised or non-materialised form. The party in breach of business secret protection shall be liable for damages to the Supplier for all pecuniary and non-pecuniary damage.
14. ANTI-CORRUPTION CLAUSE
(1) The Contracting Parties hereby explicitly undertake to refrain from any actions, which would exhibit signs of corrupt behaviour, in the execution of transactions under this contract.[E3]
(2) The Contracting Parties further undertake not to give, promise or accept any gift or payment in money or any other valuable item, directly or indirectly, to or from one other, through any officer or other employee of one of the Contracting Parties or another company (service, department, agency) or any person with the intention of bribery, in order to induce an employee or other employee or a customer to abuse their position, so as to obtain, retain or direct business to the client or any of its performance assistants, representatives, distributors, daughter companies or other integrator company.) In case an act referred to in the preceding paragraph is committed or attempted, an already concluded or valid contract shall be void; however, if the contract is not yet valid, it shall be deemed not to have been concluded.
15. RESTRICTION OF SUPPLY
The Supplier must comply with international legal sanctions and regulations issued in the EU, the US and the United Nations. The customer acknowledges and confirms the obligation and confirms that they shall not use the products purchased from the Supplier in connection with sanctioned entities or sanctioned countries.
16. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND APPLICABLE LAW
(1) The place of performance for delivery and payment shall be the Supplier's registered office.
(2) The District Court in Nova Gorica shall have jurisdiction over the resolution of all disputes arising from this agreement.
These General Terms and Conditions shall apply from 1 January 2023 onwards.
Srpenica 1, 5224 Srpenica, Slovenia
Telephone: +386 (0)5 38 41 300
Registration in the Register of Companies: District Court in Nova Gorica, reg. application No.: 10029800
Company: TKK d.o.o.
Registered office: Srpenica 1, 5224 Srpenica, Slovenia
Reg. ID number: 5043123000
Tax ID number: SI49428969
Application number: 10029800, Register of Companies, District Court in Nova Gorica
Share capital: EUR 1,059,042.73
Telephone: +386 (0)5 38 41 300
On the website, we present general information about the TKK d.o.o. company and its associated companies, its operations and its products.
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The http://www.tkk-group.com/ website also contains third-party information and links to third-party websites, whereby TKK d.o.o. shall not be responsible for their content and makes no guarantees in this regard. The liability of TKK d.o.o. for visiting and using linked websites shall be entirely excluded.
This Legal Notice can be amended by TKK d.o.o. at any time and shall be binding on users in the form that is valid at any relevant time, which is why it is recommended that users familiarise themselves with its content each time they visit the http://www.tkk-group.com/ website.
Use of the http://www.tkk-group.com/ website that contravenes the rules stated herein is prohibited. The user using the http://www.tkk-group.com/ website in contravention of the rules stated herein is fully responsible for their own actions.
All information and materials on the http://www.tkk-group.com/ website are provided for information purposes only. The TKK d.o.o. company strives to ensure the data on the http://www.tkk-group.com/ website is correct, up-to-date and complete, but cannot guarantee their accuracy and completeness and does not assume any responsibility in this regard.
Users use the http://www.tkk-group.com/ website and the content published on this page at their own risk. Neither TKK d.o.o. nor any legal entity or natural person who participated in the creation and production of the website or is still participating in the upgrades is therefore responsible for any damage arising from access to, use of, or inability to use the information on these web pages or for any errors or omissions in their content.
The TKK d.o.o. company shall not be liable for any damage (including that caused by viruses) that the user may incur on computer equipment, mobile phone or any other device and/or application, which can be used to access this website, as a result of visiting the http://www.tkk-group.com/ website or any use thereof. Nor shall the TKK d.o.o. company be liable for any other type of damage that may arise from the use or inability to use the http://www.tkk-group.com/ website.
The TKK d.o.o. company reserves the right to change the content of the http://www.tkk-group.com/ website at any time, in any way and for any reason and without prior notice, and assumes no responsibility for any consequences of such changes.
[E1]"ne vpliva na veljavnost drugih določb pogojev"..."the validity of the other provisions of the Terms and Conditions" – prosimo, preverite.
[E2]Prevedli smo, kot da dobava ostane veljavna? Če ostane veljavna ponudba, zamenjajte z "the offer shall remain valid"
[E3]po tej pogodbi---verjetno gre za kopiran člen iz neke pogodbe, tukaj gre za splošne pogoje poslovanja; treba je spremeniti