- TERMS AND CONDITIONS OF SALE
- All sales of SPIRO d.o.o. (“SPIRO”) products (the “Product(s)”) by SPIRO shall be governed by the terms and conditions set forth herein. ACCEPTANCE BY SPIRO OF ANY PURCHASE ORDER BY THE CUSTOMER IS LIMITED TO THE TERMS AND CONDITIONS HEREIN, AND ANY TERMS OR CONDITIONS PROPOSED BY THE CUSTOMER WHICH DIFFER FROM, ARE INCONSISTENT WITH OR WHICH ARE IN ADDITION TO THOSE STATED HEREIN, SHALL NOT BE, NOR DEEMED TO BE, ACCEPTED BY SPIRO. The terms and conditions herein shall apply to the exclusion of any other terms and conditions shown in the purchase orders, confirmations or any other documents received from the Customer. By entering into an agreement with SPIRO the Customer accepts and/or acknowledges these General Terms and Conditions of Sale. The terms and conditions herein supersede all prior general terms and conditions of sale of SPIRO.
- QUOTATIONS – ACCEPTANCE OF ORDER
2.1 Quotations given by SPIRO to the Customer are valid for determined time stated on each quotation, unless previously withdrawn, changed or otherwise agreed in writing by SPIRO. Quotations are subject to sufficient Products being available on the date the order is received by SPIRO.
- Each Order shall include specification of the Goods, specific purpose of use, if needed, exact address of recipient of the Goods and other relevant data for proper fulfilment of the individual transaction.
- Within 3 working days after receipt of the complete and detailed Order, SPIRO shall issue an Order Confirmation. If the Customer does not object to Order Confirmation within 3 working days after receipt, Order Confirmation will establish a legal binding between parties. In cases of inconsistency between the Order and Order Confirmation, the data on Order Confirmation shall prevail
- Cancellations and interruptions of orders will not be accepted unless both parties agree otherwise
- Orders and Order Confirmations may be issued by e-mail.
- SPIRO reserves the right to use an alternate source or sources of supply that might be specified in Customer’s purchase order, SPIRO’s order quotation/proforma or any other document pertaining to a sale of Products, provided that Products of the same quality are supplied from such alternate source or sources.
3.1 Unless otherwise agreed in writing by SPIRO, the prices charged by SPIRO for the Products shall be those prices set forth in the SPIRO price list in effect on the date of mailing to the customer and are defined in EUR currency. Prices set forth in the SPIRO price lists are quoted as net prices and do not include value added tax, sales and other taxes, customs levies, local delivery or other shipping charges which is to be paid additionally by the Customer in the amount specified by applicable law.
3.2 The price of packing materials and surcharges for materials and utilities, all of which shall not be charged in addition to the prices set forth in the SPIRO price list.
4.1 Full payment of the price is due to prepayment fifteen days (15) from the date of a Proforma Invoice made by SPIRO. Payment shall be considered effected on the day the payable sum is received by SPIRO.
4.2 The Customer shall be deemed to have paid only if the payment is made directly to SPIRO. If SPIRO has several claims against a Customer at the time a payment is received from such Customer, the payment shall have satisfied the oldest claim first, regardless of any other designation by the Customer. As to any particular claim, payment shall first be applied against expenses incurred by SPIRO in respect to such claim, then against interest charged in respect to such claim, and finally against the claim itself.
4.3 SPIRO may show additional damages caused by the Customer’s default and demand indemnification from the Customer therefore. The Customer shall have a right of set-off or a right to withhold payment only if the Customer’s counterclaim (a) has been acknowledged by SPIRO, or (b) has been confirmed by a legally binding decision by the court and can no longer be contested by SPIRO.
4.4 Each party shall bear its own banking cost.
4.5 If payment is not made according to previous payment terms (or according to any other agreed payment terms) the Customer shall be in default without formal reminder by SPIRO.
4.6 The Customer is obliged to meet the payment terms and dates even in the event that the transportation, delivery or acceptance of Goods is delayed or made impossible for reasons which SPIRO cannot be held accountable.
4.7 SPIRO shall be entitled to charge statutory interest on overdue invoices, which exceeded 3 days grace period, from the date when payment become due until the date of payment.
4.8 SPIRO reserves the right to claim full compensation for damages incurred due to late payment.
4.9 In the event of delay in payment the SPIRO shall be free to either make outstanding deliveries subject to advanced payment or withdraw from the following Order Confirmation after having granted a suitable grace period and claim damages for non-performance. Furthermore, SPIRO shall also reserve the right to forbid resale and processing of the delivered products as well as to request their repatriation at the expense of the Customer
4.10 If the Customer is in arrears with payment of two or more invoices, or it becomes known, that he has problems with solvency, and he cannot provide sufficient security as required by SPIRO, all already issued invoices shall fall due for immediate payment.
4.11 If SPIRO extends the deadline for payment upon CUSTOMER`S request, and the payment is not settled in full value in extended deadline, the invoice shall be considered as fully due for payment on the first date of maturity.
4.12 The Customer shall bear all accrued dunning cost and collection fees, as well as pre-litigation cost.
5.1 SPIRO will show the purchase order number, together with appropriate information identifying the shipment and products, on SPRIO’s invoices.
- DELIVERY TERMS
- Except as otherwise agreed by SPIRO in writing, the Products shall be delivered Ex Works SPIRO’s plants or warehouses or plants of affiliated companies of SPIRO, or plants or warehouses of suppliers of SPIRO, as the case may be.
6.2 Any delivery dates indicated by SPIRO for the Products are indicative only and Spiro shall not in any way be liable for any delays in delivery. SPIRO shall nevertheless use its reasonable efforts to effect the delivery on the dates it has indicated.
6.3 Partial deliveries by SPIRO shall be permitted.
6.4 In the event of interference with or interruption of SPIRO’s business due to any event of force majeure or due to other causes beyond SPIRO’s control, such as, but not limited to, strikes or other labor disputes, fires, floods, nuclear incidents, earthquakes, storms, accidents, scarcity of labor, materials or fuel, airport or port congestion or other transportation difficulties, war, acts (including failure to act) of any governmental authorities, acts of public enemies, mobs or rioters, sabotage, epidemia or in the event of interference with or interruption of the Customer’s business due to any of such causes, deliveries hereunder may be suspended or partially suspended, as the case may be, during the continuance of such interruption.
- In no event shall SPIRO be liable for loss of profits or indirect, special or consequential damages. If any Product is in limited supply or the availability of the Product is otherwise restricted, SPIRO shall have the right, in its sole discretion, to allocate its supply of Product to and among Customer and other purchasers of the Product
6.6. SPIRO reserves the right to prolong delivery terms in cases of production interruption or insufficiency of material. SPIRO will promptly inform the Customer of such event and the delivery term will be prolonged accordingly.
6.7. In case the CUSTOMER due to any reason, not solely attributable to SPIRO, fails to take over the Goods at latest within 15 (fifteen) days after receipt of above notification, SPIRO shall have the right to claim costs of warehouse.
- TRANSFER OF RISKS
7.1 The risk of loss or damage to the Products shall pass to the Customer at the Ex Works point specified in Paragraph 6.1.
- Once SPIRO has informed the Customer that the Products ordered are ready for delivery, they must be taken over at latest within 7 days after receipt of above notification. If the Products are not taken over within 7 days, SPIRO may put the Products in storage at the Customer’s expense and risks or not guarantee for the agreed delivery dates.
- The risk of loss or damage to the Products shall pass to the Customer no later than at the time the Products are declared ready for delivery even if delivery is delayed due to the Customer’s complete or partial default in payment or due to any other reason for which the Customer is responsible.
- RETENTION OF TITLE
8.1 TITLE TO AND OWNERSHIP IN THE PRODUCTS SHALL ONLY TRANSFER TO THE CUSTOMER AFTER FULL PAYMENT OF THE APPLICABLE INVOICE AND ANY APPLICABLE INTEREST. CONSEQUENTLY, BEFORE SUCH FULL PAYMENT, SPIRO REMAINS OWNER OF THE PRODUCTS (“RETENTION PRODUCTS”). ALTHOUGH SPIRO RETAINS TITLE IN THE PRODUCTS SOLD UNTIL FULL PAYMENT OF THE PRICE, THE CUSTOMER SHALL BE EXCLUSIVELY LIABLE FOR ANY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER WHICH MAY BE CAUSED BY OR TO THE PRODUCTS, UPON THE TRANSFER OF RISK AS DEFINED ABOVE IN SECTION 7.
8.2 The Customer shall inform SPIRO immediately of any attachment to, or any other legal or factual impairment of the Retention Products, or of any security granted to SPIRO.
8.3 SPIRO, or any agent designated by SPIRO, may remove Retention Products from the Customer’s premises if the Customer has failed to pay the invoice(s) related to such Retention Products or if Spiro has cancelled the purchase order related to such Retention Products pursuant to these terms and conditions. If the removal occurred due to the Customer’s default in paying, such removal shall not constitute a cancellation of the underlying purchase order by SPIRO unless SPIRO expressly stated this in writing.
- ACCEPTANCE OF ITEMS; NOTICE OF DEFECTS
9.1 The Customer shall note any claim for short delivery on the carrier’s collection note, goods received note or the equivalent thereof, with signature of the collection note, the goods received note or the equivalent thereof constituting acceptance and receipt of the quantities recorded on the said notes and conformity of the delivery with the purchase order.
9.2 The Customer shall be obliged to examine Products delivered immediately upon receipt. In respect to obvious defects, written notice shall be provided to Spiro within 8 days of the Customer’s receipt of the Products. In respect to concealed defects, written notice shall be provided to Spiro immediately after the discovery of such defects. The notice shall specify the order date and invoice number and shall if possible be sent to SPIRO with a sample of the defective Products.
- LIMITED WARRANTY
- SPIRO expressly warrants: that (a) SPIRO has title to the Products provided to the Customer; (b) the Products provided to the Customer conform to the description on the face of the relevant purchase order; and (c) the Products are free of defects in material or workmanship that would be discovered by following SPIRO’s standards of manufacture and inspection at the time the Products were manufactured. This limited warranty shall remain in effect for the time specified in the price list or agreed otherwise following the invoice date.
- This limited warranty shall not be effective unless the Products are properly used, properly mounted and properly lubricated and kept free of all contaminants and does not cover the replacement of Products damaged as a result of external factors such as, but not limited to, the breakage of components or mechanisms surrounding the Products, insufficient maintenance, overloading, contaminants, incorrect handling or incorrect lubricant. The above limited warranty is conferred for the benefit of the Customer only, to the exclusion of any other person.
- LIMITATION OF LIABILITY
- SPRIO’s sole liability under the exclusive, express and limited warranty set forth in Section 10 above, shall be to repair or replace without charge, Ex Works SPIRO Facility, any Products which do not comply with the foregoing exclusive, express and limited warranty; PROVIDED that any Products or parts for which repair or replacement is requested must be forwarded to SPIRO for examination to determine whether they complied with said limited warranty.
- REPAIR OR REPLACEMENT WITHOUT CHARGE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. SPIRO shall not be liable for any of the following:
- The cost of removing or replacing Products, or of any other work performed on Products;
- Any damage to, or any of the costs of making adjustments to or repairs upon any mechanisms, equipment or machinery in which the Products were installed;
- Any other expense, loss or damages claimed to be caused by a defect in the Products.
- IN NO EVENT SHALL SPIRO BE LIABLE FOR LOSS OF PROFITS OR OTHER CONSEQUENTIAL DAMAGES.
- Should the Customer desire to cancel a purchase order, after being so advised SPIRO shall discuss the matter promptly with the Customer and if possible reach a mutually satisfactory agreement for cancellation. If such an agreement cannot be reached, the Customer shall give SPIRO a notice of the Customer’s desire to proceed with cancellation, such notice to be sent to SPIRO by E-MAIL. SPIRO shall thereupon submit a statement to the Customer of the amount of Product in any SPIRO Facility which was completed and ready for shipment.
- Within thirty days from the receipt of such statement from SPIRO, the Customer will notify Spiro of the Customer’s desired disposition of all completed Products and will pay Spiro as liquidated damages (a) for all Products completed and ready for shipment at the contract price at the time of the termination of the Customer’s order, provided. Any Products delivered to the Customer shall be subject to the remaining provisions of these terms and conditions. Payment by the Customer under this Section 12 shall be made by the Customer in accordance with Section 4.
- PRODUCTS DISPLAY
13.1 The Customer undertakes not to display the Products in a public place, and in particular not to make any dispatch or delivery to a public or private exhibition of whatsoever kind without the express prior written agreement of SPIRO.
- GOVERNING LAW
14.1 The terms and conditions set forth herein and the relationship of SPIRO and the Customer shall be governed by and construed under the laws of Slovenia, without regard to conflicts of laws principles. The contractual relation between SPIRO and the Customer is not subject to the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- DISPUTE RESOLUTION
15.1 The Court of Nova Gorica, Slovenia, shall have exclusive jurisdiction over all disputes, controversies or claims that may arise between SPIRO and the Customer.
15.2 The English language shall govern its interpretation and shall be used in all correspondence and any other data or documents to be given.
17.1 Both contracting parties shall keep confidential and not disclose to a third party any business information obtained in connection with the concluded agreement which contains these General Terms and Conditions of sale as its integral part.
- FINAL STIPULATION
18.1 These General Terms and Conditions of sale shall apply for an indefinite time period and/or until they are placed with new ones