General Terms and Conditions

1. General provisions

These General Terms and Conditions of Business of PRIMA PLAST d.o.o., Kamniška cesta 19, 1241 Kamnik, registered number: 2249529000, VAT ID: SI93434758, apply to all legal-binding relationships between the Customer and its suppliers, subcontractors or vendors (hereinafter referred to as the "Supplier") for the purchase of materials, products, semi-finished products, equipment or for the order of services (hereinafter referred to as the "Goods" or the "Services"), unless otherwise agreed between the Customer and the Supplier (hereinafter referred to as the "Contracting Parties") on a case-by-case basis. In case of doubt, only agreements in writing shall be considered as a specific agreement between the Parties.
The application of these General Terms and Conditions shall be conditional upon the Purchaser having referred to them in the Purchase Contract, Purchase Order or other documents (hereinafter referred to as the "Transaction") on the basis of which the Transaction was concluded, and the Supplier having been given the opportunity to become acquainted with them, provided that they are also published on the Purchaser's website or handed over to the Supplier at the time of conclusion of the Transaction or prior thereto.
The Customer reserves the right to set out specific terms and conditions in a particular transaction which shall prevail over these General Terms and Conditions in the case of that transaction. The foregoing shall also apply in the event of any inconsistency between the provisions of a particular transaction and these General Terms and Conditions.
These General Terms and Conditions shall prevail over or exclude any general or special terms and conditions of the Supplier. The Supplier's general and special terms and conditions shall only be binding on the Customer if expressly agreed in writing.

2. Conclusion and modification of a legal transaction

The supplier must supply the goods or services in accordance with the legal transaction.
A legal transaction between the Customer and the Supplier shall be deemed to have been concluded when the essential elements of the transaction have been agreed between the parties, or when the Customer has received a written declaration from the Supplier that it accepts the Customer's order.
Any amendments to the legal transaction must be in writing. Any oral agreements which deviate from the provisions of these General Terms and Conditions shall not be valid unless they are also confirmed in writing.

3. Order

The Customer is obliged to define each order clearly and unambiguously with all the necessary information on the quality, quantity, price, delivery date, timing, marking and special conditions of the transaction.
The Customer is obliged to provide the Supplier with the relevant technical documentation in a timely manner, insofar as this is necessary for the performance of the services ordered or the supply of the goods.
Any rejection or partial rejection of an order shall be communicated by the Supplier to the Purchaser in writing, with reasons, no later than three (3) working days after receipt of the order.

4. Supply of goods or services

The Supplier must deliver the Goods or perform the Services in accordance with the Transaction and in accordance with the Schedule (the Schedule is the plan of the Customer, which includes the time limits for the performance of the individual works or delivery of the individual Goods and the necessary intermediate quality control checks) or the time limit for the delivery of the Goods or performance of the Services set out in the Transaction. The Customer reserves the right to modify the Schedule by notifying the supplier of the goods immediately and the subcontractor for the provision of the services at the latest five (5) working days before the start of the subcontractor's work.
The Supplier undertakes to inform the Customer in writing and in good time of any circumstances which may affect or influence the proper and timely performance of its obligations under the Transaction.
Before delivering the goods or providing the services, the Supplier is obliged to check that the goods comply with the technical documentation and the Purchase Order. The Supplier shall not make any changes in the delivery of the goods or performance of the services without the written consent of the Customer.
In the event of an overrun/delay in delivery, the Customer may withdraw from the Contract in whole or in part and/or claim compensation for actual and consequential damages. In the event of delay by the Supplier, the Customer shall also be entitled to charge a contractual penalty of 0,5 % of the total value of the order for each calendar day during which the delivery of the goods is delayed, up to a maximum of 10 % of the total value of the order.
The Customer shall have the right at all times to inspect the performance of orders and the Supplier shall make it possible for the Customer to do so. In the event that the Supplier delays deliveries which are scheduled for joint shipment with other orders in order to reduce transport costs, the Supplier shall bear the increased transport costs resulting from the separate deliveries.

5. Quality control

If necessary to ensure compliance with the contractual deadlines, the required level of quality and to limit costs, the Contracting Authority may, at the time of conclusion of the contract, require the Supplier to submit to it, prior to the commencement of the works, a quality assurance procedure defining all the procedures for the performance of the activities affecting the quality of the works carried out, as well as intermediate and final checks.

6. Packaging of goods

Packaging must be ecologically sound in accordance with standards and positive legislation. Failing this, the Customer reserves the right to return the consignment/goods at the Supplier's expense or to remove/completely destroy them at the Supplier's expense. Any modification of the agreed packaging shall be subject to the written consent of the Customer.
Packaging must be appropriate to the type and method of transport, so that the goods cannot be damaged or their functional value reduced during transport. Damage to or loss of the goods due to defective or inadequate packaging shall be the responsibility of the Supplier.
Each packaging unit must bear the relevant information specified in the order. Each consignment must be accompanied by a delivery note and other documents as specified in the order (technical instructions, quality certificates, a-tests, etc.).
The supplier shall dispose of at his own expense all packaging and environmentally controversial waste resulting either from the use of the hazardous substance or from the use of environmentally controversial packaging. If the Supplier fails to do so, the Purchaser shall be entitled to reimbursement of the actual costs of removal or destruction of the packaging.
The Buyer must return all returnable packaging to the Supplier, failing which the Supplier is entitled to charge the Buyer.

7. Guarantee and liability

The Supplier guarantees the quantity, quality and performance of the goods or services ordered.
The Supplier shall be obliged to provide, at the Purchaser's request and at the Purchaser's own expense, all a-test documentation on the quality of the materials used (certificates of the suitability of the materials), used in the manufacture of the semi-finished products or products, documentation on the work carried out, and any other documentation requested by the Purchaser relating to the quality and performance of the goods or services ordered.
The subcontractor undertakes to comply with the ISO 14001 environmental management system and other requirements specified in the system instructions provided by the client in the performance of the contract. If the need for additional implementation or training of the Supplier should arise, this shall be carried out by prior agreement. The Supplier shall comply with these provisions and shall ensure that its employees are trained to do so.
Failure by the Supplier to comply with the requirements set out in Clause 7.3 shall have the effect of downgrading the Supplier as a contractual partner of the Customer and may constitute grounds for termination and the Supplier shall be liable to reimburse the Customer for all costs and damages incurred as a result of such termination.
The Supplier undertakes to settle any claims arising from the supply of goods or services (warranty claims) upon receipt of a written request from the Customer, including a claim report. The Supplier shall settle all claims in accordance with the applicable legislation and, in this context, shall also comply with all statutory time limits. The Supplier undertakes to inform the Customer in writing and in a timely manner of all relevant information relating to the settlement of the claims referred to in this paragraph. The Customer reserves the right, in the event of the Supplier's inactivity or in urgent cases, to remedy the identified deficiencies itself or with the assistance of a third party. The Supplier shall bear the entire cost thereof.
In the event of a justified claim, the Client shall be entitled to be reimbursed for all costs and damages incurred as a result of the settlement of the claim. This paragraph shall also apply mutatis mutandis in the event that the Contracting Authority, as a result of action taken by the competent authority, is obliged to make good the damage, to pay the financial penalty imposed and the related fee or otherwise to comply with the obligations imposed by the competent authority.
The Supplier shall be liable for damages suffered by its employees, the Customer and/or third parties arising out of its work and that of its subcontractors, as well as its obligations under a legal transaction.
The Supplier is obliged to ensure the safe execution of the works undertaken in accordance with the provisions of the Occupational Health and Safety Act.
Goods supplied by the Supplier must comply with all applicable safety regulations in the EU, for which the Supplier warrants and accepts full responsibility.
The Supplier must also provide a declaration of preferential origin at the time of delivery of the goods or performance of the services, if so requested by the Customer at the time of the order or at the time of the conclusion of the transaction.
Each complaint procedure will be charged to the buyer at a minimum of € 200.

8. Price and payment terms

The price shall be agreed with the individual transaction and shall include all costs according to the terms and conditions of the DAP warehouse at the Client's registered office (PRIMA PLAST d.o.o.), unless otherwise agreed for the individual transaction. As soon as the goods arrive at the warehouse, they become the property of the Customer.
Payment is made in accordance with the terms and conditions set out in the specific transaction.
The Supplier shall not assign, pledge, sell or otherwise dispose of any of its claims, whether prospective or existing, against the Customer without the prior written consent of the Customer.

9. Transfer of transaction or rights

The Supplier shall have the right to transfer or assign the Transaction and/or any right, including claims and obligations under the Transaction or any documents executed or issued in connection therewith, to a third party only if it has obtained the prior written consent of the Customer.

10. Force Majeure

The Supplier shall have the right to extend the time limits for delivery of the goods or services in the event of circumstances constituting force majeure. Force majeure shall mean extraordinary, insurmountable and unforeseeable circumstances which could not have been foreseen, avoided or averted and which arise after the conclusion of the legal transaction and are beyond the will or sphere of the contracting parties.
The Supplier shall, to the extent objectively possible, supply the Goods or Services to the Customer in the event of unforeseeable circumstances arising from Force Majeure. The Parties shall immediately notify each other of the occurrence of the circumstances constituting force majeure and agree on the continuation of the transaction. If one party to the contract is prevented from performing its obligations by an event of force majeure and fails to notify the other party, it shall lose the right to rely on the force majeure as a justification, excuse or basis for exercising any other rights that it would otherwise have had as a result of the event of force majeure.

11. Withdrawal from the transaction

The Supplier may only withdraw from the order with the prior written authorisation of the Purchaser. If the Supplier withdraws from the contract before or during the performance of the services or the delivery of the goods, the Supplier shall be liable to pay the Purchaser the difference in price incurred after the acquisition of the new Supplier, as well as all damages and lost profits.

12. Validity of the General Terms and Conditions

The General Terms and Conditions shall apply for an indefinite period of time or until new or amended General Terms and Conditions come into force.
The Customer reserves the right to modify the provisions of these General Terms and Conditions.
Should any particular provision of these General Terms and Conditions of Business become or prove to be invalid or unenforceable in whole or in part, the validity or enforceability of the remaining provisions of these General Terms and Conditions of Business shall not be affected thereby.
The Customer shall notify the Supplier of the intended amendment of these General Terms and Conditions or the entry into force of the new General Terms and Conditions by publication on the Customer's website https://www.primaplast.si/ at least fourteen (14) days prior to the anticipated entry into force of the amended or new General Terms and Conditions.
Upon the announced or published entry into force of the new or amended General Terms and Conditions, the Supplier may terminate the existing legal transaction by giving ninety (90) days' written notice of termination prior to the anticipated entry into force of the new or amended General Terms and Conditions.

13. Final provisions

The Customer and the Supplier shall be bound only by those obligations which are set out in these General Terms and Conditions or which have been agreed between them in writing, and by those provisions of the Code of Obligations, other laws and regulations which are mandatory in nature.
Each party to the Contract shall promptly notify the other party in writing of any change in the details of the registered office of the Company or any other details.
The law of the Republic of Slovenia shall apply to the interpretation and assessment of all provisions of these General Terms and Conditions of Business, as well as to the regulation of the relations arising from all legal transactions resulting therefrom. The application of the provisions of the United Nations Convention on the International Sale of Goods (CISG) is expressly excluded by these General Terms and Conditions of Business.
The parties shall settle any disputes arising out of the transaction by mutual agreement, failing which the parties shall submit the dispute to the competent court in Ljubljana.
These General Terms and Conditions may be written in several languages. In the event of any ambiguity or inconsistency, the Slovene language shall always prevail.
These General Terms and Conditions are published on the Subscribers' website https://www.primaplast.si/ and are valid from 23.11.2023.

Šmarca, 23.11.2023.