General business conditions
General sales conditions of the company: S3C podjetje za proizvodnjo, trgovino in inženiring d.o.o., Tržaška cesta 116, 1000 Ljubljana, registration number: 6204520000, tax number: SI 11084561, share capital: EUR 8,500.00, date of entry in the court register: 21 August 2012, contact: firstname.lastname@example.org and 00386 (0)1 423 22 22.
1. PURPOSE AND USE
With the purpose of the company S3C d.o.o. (hereinafter: seller) speaking with one voice as a seller in specific sales contracts with natural or legal persons who visit the web store S3C and register as users (hereinafter: buyers), on 1 May 2008, the seller’s director accepted the general sales conditions, under which the seller concludes contracts with the buyers. In conclusion of these sales contracts with buyers, these seller’s general sales conditions exclusively apply. The seller shall not recognize any buyer’s conditions that oppose these general sales conditions or derogate from them, unless the seller expressly confirms them. The general sales conditions are as a whole text published on the seller’s website address www.s3c.si. Moreover, the contracts also refer to these general sales conditions, included also in the seller’s offers and pro forma invoices that the seller sends to the buyer. If the seller and the buyer conclude a special sales contract, these general sales conditions shall form its integral part, too. In specific sales contracts, the content of the contract cannot be determined contrary to the accepted general sales conditions, except with a special written consent of the seller’s director. These general sales conditions shall apply to all future business operations with buyers.
2. DELIVERY TERMS AND SUBJECT OF SALES
The provisions of these sales conditions shall apply to demands and orders of the buyers that the latter submit to the seller and are made on the basis of a specification prepared in accordance with the profession rules. At the orders of the buyers that the latter submit to the seller and that are prepared on the basis of special technical requirements of the buyers, the seller shall reserve the right to change the general sales conditions. The seller shall expressly inform the buyers about any such change. The subject of sales covered by these general sales conditions are all the products from the seller’s sales programme. The seller’s sales programme is evident on the web page www.s3c.si. The products are sold with technical characteristics as they appear from the data of the supplier or manufacturer of the products. All the risks regarding technical merit of the products shall be borne solely by the buyer. The certificates are attached to the goods that is sold exclusively in case if they are attached to the goods by the seller’s supplier or if the buyer demands them against payment when playing an order. Upon the buyer’s request, the seller submits to the buyer a clarification about the products’ technical characteristics, which is not binding for the seller. On the basis of the buyer’s order and in cases when expressly required by the buyer with a written request, the seller shall issue to the buyer a confirmation of the order also in other cases, when the buyer estimates that this is necessary. The order confirmation given by the seller represents the seller’s final sales conditions under which the contract is concluded. Unless the buyer expressly demands confirmation of the order referred to in the previous paragraph, the seller shall supply the buyer the goods available in accordance with the general sales conditions, if the seller accepts the buyer’s order. If when placing an order the buyer does not require delivery of all the goods ordered, the seller shall be entitled to deliver to the buyer only a part of the goods ordered that the buyer is obliged to accept. A condition for delivery of the goods to the buyer by the seller is a preliminary fulfilment of all the contractual conditions by the buyer towards the seller. In the area of Slovenia, the seller shall provide fast delivery in three working days for the shipments of up to 31 kg and 1.75 m in length or for the shipments of combined dimensions, where the maximum sum of the longest side and volume amounts to 300 cm. Heavier shipments are delivered by the seller by a truck, with the delivery time from 5 to 7 working days. Express mail or freight forwarding delivery note shall be deemed as a proof of delivery. Upon the express buyer’s request, the seller shall give to the buyer instructions for installation or use of the delivered goods. The seller shall submit to the buyer instructions in the German language or in the language of the supplier, except in case of different legal requirements. The return of goods is possible if these are goods not specifically made for the buyer and if no more than 60 days passed from the sale of the goods. The returned goods must be in the original packaging. The seller shall charge agreed flat-rate handling costs with return of the goods for the damage made amounting to 20% of the purchase price of the returned goods.
3. CONCLUSION OF THE CONTRACT
The contract between the seller and the buyer is concluded when the seller accepts the buyer’s order or when the seller accepts the order in writing, as described under point 2 of these general sales conditions. If the buyer pays the ordered goods to the seller in advance, without any special order, it shall apply that the contract is concluded in accordance with the pro forma invoice or offer of the seller at the time when the seller receives the buyer’s payment. The buyer’s order must be placed in a written form and sent to the seller’s address by post, fax or to its electronic address. If the seller and buyer conclude a special sales contract, the latter is concluded when signed by both contracting parties. If the buyer cancels the placed order or the concluded contract or changes the order, it shall be obliged to pay to the seller a contractual penalty for the case of withdrawal from the contract by the buyer amounting to 20 % of the value of the order or contract, which was cancelled or changed by the buyer. The buyer has no right to withdraw from the concluded contract for goods, which were ordered on the basis the buyer’s special specifications and were tailor-made for a specific buyer. The goods are ordered on the basis of the buyer’s special specifications and tailor-made for a specific buyer in case when the seller’s supplier produces the goods or finishes with their production only after conclusion of the sales contract between the buyer and seller. The seller’s delivery date is 60 days, unless otherwise decided in the concluded sales contract. The seller shall determine the concrete delivery times for specific sales contracts in the pro forma invoice, offer or confirmation of the order. If only framework delivery date is determined in the contract, pro forma invoice, offer or order confirmation, the deadline for fulfilment of the seller’s obligations is 30 days after the expiry of the framework delivery date.
4. PURCHASE PRICE
The prices indicated in the offers or pro forma invoices given by the seller to the buyer, or in later confirmations of specific orders by the sellers are final. The seller shall define prices for the buyer in specific offers on the basis of the buyer’s specific conditions. In cases where the pricelist does not exist, the seller shall determine prices by taking into consideration the seller’s business policy and special agreements with the buyer and submit them to the buyer with specific offers or pro forma invoices. If the purchase price is not specifically determined in the offer, pro forma invoice or special sales contract, the price according to the seller’s pricelist shall apply valid on the date when the contract was concluded. If during implementation of the concluded sales contract the seller’s pricelist changes, the changed prices for the buyer shall apply from the date when the seller informs the buyer about the change of the pricelist. The prices in the valid pricelist are wholesale prices. They shall not include installation and connection of products, software or training of the customer. The value added tax (VAT) is not included in not taken into consideration.
5. METHOD AND INSURANCE OF PAYMENT
The price determined in this sales contract is in EUR. The seller shall be obliged to handover to the buyer EXW goods in the seller’s warehouse (Incoterms 2000). In case of a preliminary agreement with the buyer or at its own discretion or decision, the seller may deliver goods to the buyer’s address, whereby the costs, including the costs of packaging, and responsibility for the transport shall be borne by the buyer. Payment shall be made in advance, unless otherwise agreed. The buyer shall be obliged to pay its own financial obligations in cash with the payment order to the seller’s business account. Payment with compensation shall not be deemed as a valid method of payment of the obligation, unless the contracting parties expressly agree with this or if the buyer’s counterclaims are final and judicially recognized. The date of payment shall be the date when the seller receives cash to its business account from the buyer’s bank. The buyer shall expressly agree with the assignment of a part or all future claims to the third persons that the seller will have towards the buyer. In case of a delay in payment of the obligations due towards the seller, the seller shall have the right to charge the statutory late payment interests. If a special payment deadline is agreed, the seller may demand insurance of payment with the enforcement draft; on which there is a debtor’s signature, certified by a notary or administrative unit; bank guarantee or documentary credit.
6. QUANTITY ESTABLISHMENT
The buyer shall be obliged to check the supplied goods immediately after collection of the goods and then establish and make a complaint regarding the quantity of goods. Delivery shall also include handing over of the goods to the carrier.
7. MATERIAL DEFECTS
After collection of the goods, the buyer shall be obliged to immediately check them and communicate any potential material defects in writing, with the complaint record, to the seller, at the latest within 3 days after the date of collection. In case of a complaint, the buyer must send the goods to the seller’s address at its own expense. The seller shall be liable for the material defects of the sold goods 6 months after handing them over to the buyer. The buyer shall be obliged to ensure that the goods delivered by the seller shall be tested by a qualified person. The buyer shall be obliged to ensure as well that the goods delivered by the seller are installed by a qualified person. The seller dispatches the goods to the buyer in a standard packaging according to its standards. The seller may charge the costs of packaging and packing to the buyer. On specific request of the buyer, the seller packs the goods in another way, but the buyer shall be obliged to pay the costs of such packaging and packing. The seller shall not be liable for the damage resulting from such packaging or packing. The seller shall be responsible for material defects that the buyer could not establish at the collection of the goods (the so-called hidden defects), if they occur within 6 months from the date of collection and they resulted from the reason which existed at the time of handover, providing that the buyer informs the seller about them in writing, with the complaint record, immediately after they occur, at the latest within 3 days from the date when they occur. The buyer must deliver the goods complained to the seller’s registered office or send them there at its own expense. In notification, the buyer must define and accurately describe the material defects and enable the seller to check the goods complained and make a statement about the alleged material defects. Due to material defects, the buyer shall give two possibilities to the seller to correct the goods or rectify the material defect. If this is not the case or defect rectification is not successful, the buyer shall demand from the seller to change the goods. A reasonable deadline for remedial action or change shall be the date not shorter than 45 days. After defect rectification, the buyer shall be obliged to collect the remedied or changed goods at the seller’s head office. If defect rectification is not successful and the seller cannot change the goods, the buyer may demand a lower purchase price or it may withdraw from the contract. At minor material defect or incompliance with the contract, the buyer has no right to withdraw from the contract. In case of withdrawal from the contract, the buyer shall have no right to additional compensation due to a defect. If the buyer first starts or arbitrarily rectifies a defect on its own or with the help of the third persons without enabling the seller to check it and make a statement about the material defects, the seller’s responsibility for the material defects ceases to exist. Should it appear that the goods had no material defect or that a defect is a result of incorrect and non-professional installation or connection, or that the seller is not liable for it, the buyer shall be obliged to reimburse all the costs relating to this. With regard to this, the contractual parties determine by mutual consent this damage in the amount of 30% of the purchase price for the goods complained. If the damage made to the seller is more serious than the contractually agreed compensation, then the seller has the right to demand it from the buyer according to the general rules of the law of obligations. The characteristics of the goods are in principle agreed only with the description of the product by the manufacturer. Public statements, recommendations or advertising of the manufacturer do not present additional contractually valid indications of characteristics.
The seller gives a guarantee for some technical products so that the latter will be technically sound and that it will rectify free of charge all the defects that would occur on these products within 6 months from handing them over to the buyer, or it will change the product. In case of execution of the seller’s responsibility regarding the guarantee for smooth operation, the buyer shall be obliged to deliver the product complained to the seller. The guarantee conditions printed on the guarantee documents attached to the products are in force. In relation to the buyer, the seller shall not assume any contractual liability for the damage, except direct liability regarding the guarantee for smooth operation of the product or direct liability for the material defects, for any damage case, for which the seller could be liable. With these general sales conditions, the seller shall expressly exclude any seller’s liability for the damage made to the buyer regarding complaining about or rectifying material defects or defects regarding the guarantee, relating to delivered goods. If it appears that the goods had no defects and they smoothly operated or that a defect is a result of incorrect or non-professional installation or connection or that the seller is not liable for the damage, the buyer shall be obliged to reimburse to the seller all the costs regarding this. With regard to this, the contractual parties determine by mutual consent this damage in the amount of 30% of the purchase price for the goods complained. If the damage made to the seller is more serious than the contractually agreed compensation, then the seller has the right to demand it from the buyer according to the general rules of the law of obligations.
9. RESPONSIBILITY OF THE SELLER FOR DELAY IN DELIVERY OF GOODS
The delivery time starts to run when the buyer pays the purchase price on the basis of the offer, pro-forma invoice or special sales contract. The seller shall not be responsible for the delay in fulfilment of its contractual obligations, resulting from exceptional natural conditions (earthquake, hail, floods, drought ...), strikes (in the seller’s company, other companies or state bodies ...), exceptional social situation (war, terrorist acts ....) and other reasons and circumstances that the seller could not prevent, eliminate or avoid. In these cases, the delivery time shall prolong for the duration of such situations. The seller must immediately inform the buyer about the reasons for delay and inform it about the extension of the deadline for handing over the products. If the reason for the delay is attributable to the seller, the buyer must give the seller an additional deadline for fulfilment of all of its contractual obligations before it can withdraw from the concluded contract. This deadline must not be shorter than 45 days. In case of fulfilment of the seller’s obligation within additional deadline or with delay, the buyer has no right to demand from the seller any compensation for the damage from the seller. For the start of delivery time running it is assumed that all the technical issues are clarified.
10. BUYER’S DELAY IN COLLECTION OF GOODS
If the buyer does not collect the goods, prepared by the seller, within agreed deadline, the risk of accidental destruction of the goods passes on it and it must reimburse to the seller all the costs incurred due to the delay.
11. BUYER’S DELAY IN PAYMENT
If the buyer does not provide the agreed insurance of payment of the purchase price, this shall be considered as in case of delay in collection of goods and the same rules as indicated for this case shall apply. If the payment insurance is not agreed and the seller has well-founded doubts that the buyer will not pay the purchase price (e. g. insolvency), the seller can make a unilateral declaration that it withdraws from the contract and demands from the buyer to pay the contractual penalty for withdrawal from the contract amounting to 20 % of the contractual value. In this case, the seller is not obliged to compensate the buyer for any damage that could arise. In case of delay in payment, the seller has the right to statutory late payment interests. If the buyer delays in payment for the goods delivered in advance and has other unfulfilled commitments towards the seller, the seller may retain further delivery of goods, also after already concluded contracts, without any liability for the damage towards the buyer. If the delivered goods have material defects, about which the buyer made a complaint, or the goods are damaged during transportation to the buyer, this shall not suspend the buyer from obligation to pay to the seller. The fact that the seller has not delivered yet to the buyer the documentation regarding the goods, it shall not as well suspend the buyer from obligation to pay the purchase price.
12. WITHDRAWAL FROM THE CONTRACT
If the buyer breaches one or several provisions of the contract or these general conditions, the seller shall have the right to immediately withdraw from the contract without submitting an additional deadline for defect rectification and period of notice.
13. RESERVATION OF TITLE
The seller has the right of ownership on the sold goods after each delivery of the goods, until the buyer pays the whole purchase price for the goods delivered after each delivery of the goods. This applies also in the case when the buyer completes, remakes, installs or in any other way changes the goods identity.
14. PROTECTION OF THE RIGHTS OF THE INDUSTRIAL PROPERTY
In accordance with the regulations, the buyer shall be obliged to take into consideration all the industrial property rights (patents, samples, models, trademarks...) of the seller and its suppliers, regarding the delivered goods. Particularly, it may not change, complete, etc. the goods protected with the industrial property rights without the seller’s consent as well as it may not remove or hide the labels of the goods bought by the seller. The seller shall reserve the ownership- and copyrights for the pictures, drawings, calculations and other documentation, and forbids the buyer to handover the documentation to the third persons. The reports on technical tests, certificates, statements or proofs specifically for the goods ordered are paid on the basis of the seller’s pricelist. The buyer shall be obliged to submit to the seller the requirements for such documentation relating to a specific product of the order or a part of the order or a batch upon submitted demand or at the latest at the time of ordering. If at the time of a demand or ordering the buyer did not demand this documentation, the seller shall not be obliged to issue it.
15. BREACH OF THE CONDITIONS OF USE AND BUYER’S RESPONSIBILTY
The buyer shall obtain the user’s name and password for full access to the online store. The buyers shall be obliged to protect the assigned user name and password and may not entrust them to the third person. The seller shall reserve the right to prevent the access to the pages accessible with the user name and password to the buyers who breach the conditions of use of the web store or act against them. The provider shall reserve the right to prevent the access to the buyers who intentionally or through negligence submit to the third persons their password and/or user name. If a buyer submits its user name and password to the third person, the buyer and the third person shall be severally liable to the seller for obligations and the damage resulting from the purchase by the third person. The buyer shall be liable for correct user data indicated on the seller’s web page. The buyer shall immediately communicate the changes of user data to the seller. If with its action, wrong user data or breaching of obligation the buyer causes any damage to the seller, it shall be personally, morally and materially responsible for it. The buyer’s legal representative or signatory of the statement (providing that the signatory of the statement of accession is not the buyer’s legal representative) shall be severally liable for the buyer’s obligations towards the seller.
16. PRIVACY AND PERSONAL DATA PROTECTION
The operator of personal data of individuals (users or buyers) which are processed with each time valid law in the field of personal data protection and other associated regulations, General Data Protection Regulations and these general conditions is the company S3C podjetje za proizvodnjo, trgovino in inženiring d.o.o., Tržaška cesta 116, 1000 Ljubljana (hereinafter: operator).
The operator shall undertake to use all the personal data of individuals and keep them in accordance with the provisions of each time valid law in the field of personal data protection and Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and free movement of such data (General Data Protection Regulation).
The operator shall directly choose or process the information indicated by the buyers at the time of ordering or registration in the web store www.s3c.si. The operator shall not disclose this information to the third persons or it shall disclose them to the third persons only in case when so required by the law in the field of personal data protection and the General Data Protection Regulation, and when using adequate protective measures. The operator shall undertake to adopt all reasonable protective measures for provision of safety of all data for payment when an order is placed by the buyer.
The operator shall keep IP addresses of all visitors of the web store S3C for a legal period. The operator shall also keep name and surname, e-mail, contact telephone number, main address and addresses for delivery, time and date of registration and archive of communication with the operator of the registered users for the period of operation in the web store S3C.
The operator shall use the personal data exclusively for the needs of the web store or for meeting the order (sending of information material, offers, invoices and other connected with the order and communication needed).
With the preliminary buyer’s agreement with the cookies, the operator shall use the personal data also for the purposes of direct marketing or studying of purchasing behaviours on the basis of data about the bought products and resulting target marketing. For this purpose, the operator uses Google Analytics cookies. The user may anytime require in writing that the seller permanently or temporary ceases to use the personal data and data about purchasing for the purposes indicated above.
In no case, the user’s or buyer’s data shall be submitted to unauthorized persons or shall be used against their purpose, except in case that the user or buyer will expressly and adequately agree with other expressly defined purpose of using these data.
The user itself is also responsible for protection of personal data by providing safety of its user name and password as well as suitable software (anti-virus) protection of information system or electronic device. The user may correct the data in its user profile on the web store S3C or with a written request to the operator by submitting a proof of its identity and address.
Provision of the personal data to the seller or operator is a liability needed for conclusion of the contract and registration in the web store S3C. If a user does not share these data, it may not register them in the web page and consequently, it may not buy products. The operator shall keep the user personal data, such as name, surname, address, contract number and electronic mail for the needs of meeting order.
Subject to express consent of a user, the operator carries out direct marking in the way that once per month sends the recent news, discounts, promotions and other news regarding products offered in their web store to the users via electronic mail.
In management of the users’ personal data, the operator shall undertake:
- to use the obtained data for the purposes of the webstore, ordering and meeting of the order, i.e. sending and making arrangements regarding bought products and for the purposes of direct marketing, whereby it obtains the users’ personal data on a voluntary basis with their consent;
- to provide the access to the users personal data to the employees of the company S3C, with which the operator has concluded agreements on non-disclosure of information;
- to keep the personal data of the users for the period of operation of these users in the web store;;
- that the users to whom the personal data relate have the right to demand from the operator the access to the personal data and correction or deletion of personal data or processing limitation. The users shall also have the right to object to the processing and the processing for the purposes of direct marketing, the right to data portability and the right to appeal at a supervisory authority. Users may anytime suspend their own consent for processing of their personal data. Suspending the consent shall not affect making the data processing legitimate, which took place until its suspension.
In case of any potential questions regarding personal data protection on www.s3c.si, the operator is accessible at the contact address email@example.com.
17. CHANGE OF GENERAL SALES CONDITIONS AND THE VALID PRICELIST
The seller shall reserve the right to change these general sales conditions in accordance with its business decisions. All the changes of the general sales conditions will be communicated by the seller via electronic mail, at least 15 days before taking effect and published on the web page www.s3c.si. Notification defined in the previous sentence is not a condition for validity of the changes of the general sales conditions.
18. CHOICE OF LAW
The Slovenian law shall be applied exclusively for the questions not regulated with this sales contract and these general sales conditions.
If any of the accepted sales conditions cannot be applied for any reason or they are not valid for any reason, the validity of other conditions shall remain unchanged.
20. JURISDICTION OF THE COURT
All potential disagreements resulting from the contract which will be concluded on the basis of these general conditions, shall be solved by the parties by mutual consent. If a dispute cannot be solved by mutual consent, the court having jurisdiction over solving problems is the court in Ljubljana.
Ljubljana, 1 May 2018
S3C d.o.o., Tržaška cesta 116 1000 Ljubljana, Director Igor Pristavec