Terms and Conditions of company NIKO, Ltd, Železniki determine operating conditions of the sale of goods between NIKO, the Seller, and a buyer. The Terms and Conditions shall apply for the period from the 1 September 2010 on.
1. TERMS OF CONTRACT
The sale in NIKO shall be implemented under the following terms:
Only legal rules or stipulations, which cannot be excluded due to party-agreements, take precedence over the Seller’s terms of contract. The possible nullity of some individual terms does not affect the legal validity of the other terms. Terms of purchase pronounced by the ordering customer are not binding for the Seller, also if the Seller does not explicitly reject them.
2. SUBJECT:
The Seller undertakes to deliver goods to a client in the agreed volume, quality and time period, which was agreed on with the ordering client with an individual order or contract. The ordering client undertakes to pay for the received goods in the agreed time period and form.
3. PRICES:
The Seller shall define the prices of its products with a pricelist (an offer) that is submitted to the ordering client. Prices and offers that are issued by the Seller remain principally without engagement. Contracts require a written confirmation by the Seller in order to attain legal validity.
The Seller reserves the right to change the prices of goods, if the prices of input material change by more than 5%. The Seller shall inform the ordering client about the intended price change at least 30 days before the enforcement of new prices.
All prices exclude VAT (value added tax). According to the Value Added Tax (Official Gazette of the RS 103/2001), the standard 20% VAT rate shall be charged to the prices of goods.
4. DELIVERY:
The Seller shall make the goods available to the ordering client in the agreed time period, packaging, quantity, freight free (ex the Seller) and without insurance, unless agreed otherwise. All sent out orders travel, upon leaving the Seller’s facilities, unless otherwise agreed, at the risk of the ordering client.
Delivery dates are subject to delivery ability of the Seller. An exceeding of the delivery date does not entitle the ordering customer to withdraw from the contract or make claim for compensation. The Seller is entitled, to perform part-deliveries and to make changes in the product range as well as deliver minimally modified - with respect to at the time valid catalogue - goods, without prior notification of the ordering client.
Should the ordering client not take goods in the agreed time period, the Seller shall warehouse them at the expense of the ordering client and invoice the goods to the ordering client. Should the ordering client not take goods within the period of 2 months from the agreed delivery date, the Seller shall have the right to sell the goods to another ordering client, and to charge the first ordering client the costs that have been incurred due to not taking the goods.
5. PACKAGING AND LABELLING OF GOODS:
The Seller undertakes to deliver goods in the agreed quality, quantity and packaging to the ordering client. The goods must be packed and protected adequately for the transport and manipulation of goods.
Pallets, unless explicitly indicated, do not count as part of the packaging and are to be returned to the Seller or otherwise subject to additional payment.
6. RIGHT OF PROTECTION FOR THIRD PERSONS:
The ordering client is liable and legally obliged to ensure that, upon delivery of goods that were manufactured according to his/her specifications, third persons are not harmed.
Tools, templates, models and drawings or plans shall remain the property of the Seller even if the ordering client paid their preparation and manufacture.
7. CLAIMS OR COMPLAINTS:
Claims or complaints of any kind must follow in writing within at most 8 days after receiving the goods. The ordering client must send to the Seller a report for any discovered faults and for the enforcement of the complaint, which must contain data to which delivery of goods the complaint refers to (invoice number and delivery date). The Seller shall check the complaint and reply to the claim of the ordering client within the period of 4 weeks at the latest. The Seller shall not recognize a complaint for the goods that has not been used professionally and stored properly.
The goods have a 6-month warranty period from the date the ordering client receives the goods, unless otherwise provided. When filing a complaint for the goods under warranty, the ordering client must also submit the warranty certificate or the invoice which contain the date of the receipt of goods. The Seller must return the goods under warranty and on which faults have been discovered after the correction or replacement together with a delivery note and precise description of how the complaint has been solved to the ordering client, or send a credit note to the ordering client.
An acknowledgment of the claim or complaint has no effect on the Seller’s right to assert and enforce the consequences of the delay of the claim or complaint. In the case of reasonable claims or complaints, the Seller offers, the choice being at its discretion, either a replacement of the goods, a correction of the goods, or credit that is in any case limited to the maximum value of the goods in questions.
The Seller is liable for damages only in a case of intent or gross negligence. The Seller is - in any event - explicitly not liable for lost revenue, indirect mediate damages, frustrated expenditures as well as any other consequential damages. Any kind of compensatory claims elapse after one year following the delivery of services. A claim or a complaint against a part or the entirety of the delivered goods does not give the purchaser the right to delay or default on the payment in part or total.
Reclamations which were caused by the transport of filled files can not be considered as deficiency of the mechanism.
8. RE-ACCEPTANCE OF WRONGLY ORDERED GOODS:
Specially manufactured goods cannot be sent back to the Seller. Goods from the Seller’s standard program that were wrongly ordered by the ordering client are taken back only when the ordering client comes up with the costs of transportation to and from the Seller’s delivery facilities, as well as a processing charge of 10 % of the value of the returned goods.
9. INVOICING AND PAYMENT:
The Seller shall invoice the goods on the basis of shipping documents. Individual deliveries become chargeable on the date when the goods are dispatched from our warehouse or on the invoice date. The same conditions apply also for part-deliveries of goods.
The ordering client undertakes to settle liabilities for delivered goods within the time period that is defined by contract or invoice. The ordering client can settle liabilities also with a mutual or multilateral set-off or factoring or assignment of claims. Should the payment be made by multilateral set-off, the date when all participants confirm the set-off shall be considered as the payment date.
Bills of exchange or checks are only accepted by the Seller for payment purposes, the acceptance of bills of exchange takes place only after prior written agreement that is subject to a discounting possibility. The acceptance of cheques with simultaneous creation of a contingent liability (cheque – bill of exchange payment) is only effected as conditional payment. The purchase price claim only extinguishes upon the Seller's release from the accepted bill obligation. In the event that the buyer fails to make payment or that cheque, bill protest or payment difficulties become known, then all pending claims against the buyer will become due for payment, immediately and in full, regardless of the payment conditions.
In the event of payment default by the ordering client, the Seller is authorized to charge default interest of 6 % above the published EURIBOR (EURopean InterBank Offered Rate for 1 month).
In the event that the Seller’s claim is enforced by judicial or non-judicial means, the ordering client is required to pay also all costs associated with the Seller’s enforcing the claim.
Bank information:
| Slovenia | Rest of the world |
| SKB BANKA d.d. Ajdovščina 4, 1513 Ljubljana TR 03138-1000199673 |
SKB BANKA d.d. Ajdovščina 4, 1513 Ljubljana Swift code: SKBASI2X IBAN: SI56031381000199673 |
| UNICREDIT BANKA SLOVENIJA d.d. Šmartinska 140, 1000 Ljubljana TR: 29000-0003012677 |
UNICREDIT BANKA SLOVENIJA d.d. Šmartinska 140, 1000 Ljubljana Swift code: BACXSI22 IBAN: SI56290000003012677 |
| NLB d.d. Trg republike 2, 1000 Ljubljana TR: 02024-0010498172 |
NLB d.d. Trg republike 2, 1000 Ljubljana Swift code: LJBASI2X IBAN: SI56020240010498172 |
10. PROPERTY PROVISO:
The goods delivered by the Seller to the purchaser remain, until the full payment of the purchasing price including all attendant costs, in the Seller’s property. The property proviso applies to all goods delivered by the Seller to the buyer until the full payment of the debit balance by the buyer. Therefore the property proviso also applies to those goods that have already been re-processed by the buyer.
Furthermore, the property proviso applies to all our delivered goods until the complete satisfaction of any open demands or claims resulting from all joint mutual legal transactions with the buyer. The buyer is obliged to fulfill all necessary formalities to the protection of the property proviso. Any seizure of or collateral settlement involving the proviso goods to the benefit of third persons is prohibited.
In the case of seizure due to insolvency or other claims on the proviso goods by third persons, the buyer is bound to assert the Seller’s right of property and inform the Seller immediately about it.
All future claims by the buyer resulting from the re-sale of the goods on the terms of the property proviso, are under no circumstances to be relinquished to third persons, and instead will be ceded by the buyer right away, independent of whether the proviso goods will - without or after further processing - be sold to one or more buyers. The ceded claims serve as security in the amount of the monetary value of the respective proviso goods delivered to the insolvent buyer. So long as the buyer lives up to his/her payment obligations, he/she can summon and process the claims ceded to the Seller him/herself.
From the moment that the buyer fails to fulfill his/her obligations towards the Seller in time, the aforementioned claims are ceded to the Seller for payment purposes. Upon the Seller’s request, the debtors of the buyer are to be immediately disclosed and the Seller is to be informed of the ceding of claims. The incoming payments settling the buyer's claims that where ceded to the Seller, constitute, in the amount of the sold proviso property, a fiduciary good that remains in the trust of the company, until the buyer fulfils his/her payment obligations to the Seller.
11. LOCATION OF EXECUTION AND COURT OF JURISDICTION:
The place of fulfillment for the mutual obligations resulting from this contract is Kranj. Any quarrels resulting from – or in connection with this contract fall within the jurisdiction of either the Kranj Local Court or Kranj District Court. This contract is subject to Slovenian law. The application of provisions of the UN agreement on contracts regarding the international sale of goods (UN sales law) and comparable international agreements is effectively excluded.
NIKO, Ltd., Železniki
Otoki 16, 4228 Železniki, Slovenia
Tel: +386 4 511 77 00
Fax: +386 4 511 77 12
E-mail:
