(hereinafter referred to as GPC)
1.1 The GPC of Niko, d.o.o., Železniki (hereinafter: the Customer) applies to all orders for goods and services on its part. GPC take precedence over, or completely exclude, the supplier's general and specific sales conditions. If the contracting authority refers to the supplier's documentation in the contract, it does not mean that it accepts its general sales conditions.
1.2 These GPC also apply to the purchase of tools and related knowledge, technology and documentation.
1.3 These GPC are an integral part of orders and shall enter into force on the date of signature of the delivery contract by the supplier, or at the latest on the date of delivery, receipt or confirmation of the order.
1.4 These GPC also apply to any future cooperation between the Customer and the Supplier.
1.5 Customer reserves the right to determine the specific purchasing conditions applicable to the GPC.
2 Conclusion and modification of the contract or. contracts
2.1 Purchase Orders (PO's) and call-off's amendments and supplements must be made in writing. Customer places PO to the supplier in accordance with the GPC. For PO's with a delivery time exceeding 10 days, the supplier acknowledges the receipt of the order in writing. With the Supplier's acknowledgment of receipt of the contract, the business is concluded and mutually binding, thus these GPC's become an integral part of the contract.
2.2 Any oral arrangements must be confirmed in writing by the Customer, otherwise they are not valid. This also applies to all oral arrangements after the conclusion of the contract, especially those that modify or supplement the contract or these GPC's.
2.3 The Supplier undertakes to notify the Customer without delay in writing of any deviation which may affect the delivery time or the quantities to be delivered. In case of delay, the Supplier must obtain written instructions from the Customer regarding the further procedure and changed terms of the order. Acceptance of changed terms by the Customer does not relieve the Supplier of liability due to delay in delivery.
2.4 The Customer reserves the right to withdraw from the contract at any time upon payment of the costs incurred up to that time, without giving any reason for the withdrawal.
3 Order Confirmation
3.1 For all PO's for goods and/or services with a delivery time exceeding 10 working days, the Supplier is obliged issued to the Customer a written order confirmation within 5 (five) working days of receipt of the PO. In case the Supplier dos not refuse in writing received PO within 5 (five) working days, it is considered that the PO has been accepted and confirmed under the conditions stated on.
3.2 The cancellation of PO by the Customer shall be considered timely, if it is sent to the Supplier before the Customer receives the order confirmation from the Supplier. Upon receipt of the cancellation of PO, the supplier shall endeavour to reduce potentially occurring costs.
4 Property of the Customer placed to be used by the Supplier
4.1 Materials, tools, parts, packaging and other goods delivered to the Supplier by the Customer for the fulfilment of his PO remain the property of the Customer in the Supplier's free custody. The Supplier may only use them solely for the fulfilment of the Customer's orders.
5 Supplies of goods and execution of service
5.1 The Supplier must supply ordered goods or execute the service in accordance with the contract or by the Customer issued PO. Shipments which deviate from the contract/PO must be approved in advance by the Customer.
5.2 The Customer has the right, at the expense of the Supplier, to refuse delivery which has not been carried out in accordance with the contract/PO.
5.3 All shipments must be accompanied by a delivery note containing the full name of the Customer, a precise description of its contents and the full PO number.
5.4 Unless specified otherwise on PO the parity, the delivery location is considered to be the customer's warehouse at DAP parity (Incoterms 2010). The goods are delivered to the Customer's warehouse. Exceptionally goods are to be delivered at another location, which must be notified in advance by the Customer in writing.
6.1 The Supplier must supply the goods in transport packaging that complies with the applicable standards in Slovenia. The packaging method is agreed upon by the Customer and the Supplier, as the case may be.
7 Prices and transfer of liability
7.1 The price on the invoice must be identical to the price on the Customer's written PO otherwise the client rejects the invoice. The risk of destruction or damage to the goods passes to the Customer with his (or his authorized person) acceptation of the goods or services at the agreed location.
8 Invoicing and Payment
8.1 The invoice for the goods or services provided must be sent by post to the Customers address, or to another address, if the Customer so indicated on PO. Each invoice must contain the elements stipulated by the applicable legislation in the Republic of Slovenia and the obligatory PO number of the Customer. The invoice must be accompanied by a confirmed delivery note or transport document CMR. In the invoice does not include all the required data, the Customer has the right to refuse it. Refusal of the invoice means that the invoice has not been issued and the payment time has not started to run.
8.2 The payment time begins from the date of receipt of the duly issued invoice, but no earlier than the first day after the delivery of the goods or execution of the service. Unless otherwise agreed and stated on PO, Customer's standard payment terms are: 90 days net, 60 days with 1,5% casa sconto or 30 days with 3% of casa sconto.
8.3 Payment of the invoice does not imply that the delivery of the goods or execution of the service was made in accordance with the PO. If, after payment, it turns out that the delivered goods or execution of the service are not in line with PO until the final solution of the claim, the Customer is entitled to withhold payment of a proportional amount on the following invoices.
9.1 In case of delays, the Customer is entitled to charge a contractual penalty of 0,50% of the total value of the contract for each day the supply of goods execution of service is delayed, but up to a maximum of 10% of the total value of the contract.
9.2 The Customer reserves the right to charge damages in excess of the value of the penalties referred to in point 9.1 in case of irresponsible conduct of the supplier, which results in greater economic damage to the Customer.
9.3 Upon early delivery of the goods or execution of the service, without the written consent of the Customer, the Customer is entitled to charge the Supplier the costs that would arise from the additional storage costs and insurance of the goods.
10 Documentation and securing of intellectual property
10.1 The tools, samples, forms, models, plans, control plans, norms, printed templates, criteria and other information provided by the Customer to the Supplier may not be passed on to third parties or used for unforeseen purposes, without prior written consent of the Customer.
10.2 The Supplier shall keep all business and technical documentation he has learned with the Customer as a business secret. The duty of professional secrecy shall continue throughout the period of cooperation between the Customer and the Supplier, as well as after the end of the cooperation until such time as all such information becomes generally known, but at least 5 years after the end of the cooperation.
10.3 The Supplier is not allowed to use the products, produced by Customers documentation, or using of Customer's tools, delivering the goods or executing the services to third persons ot using them for its own purpose.