General Terms and Conditions (GTC)
1.1 To the legal transactions between RODEX d.o.o (hereinafter: RODEX) and Customer with regard to the delivery of goods, and analogously also to the provision of services these general terms shall be exclusively applicable. This General term of Delivery my not be changed or superseded by any different or additional terms by Customer unless otherwise agreed.
1.2 RODEX hereby reserves all proprietary and intellectual property rights as well as copyrights to any illustrations, technical drawing, plans, drafts and other technical documentations, test results, methods and other documentation (hereinafter: documentation).
1.3 If individual provisions of the contract or of these terms & conditions should be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with a valid provision that approximates the intended objective as closely as possible.
2.1 Offers of RODEX shall be considered non-binding.
2.2 Any documentation regarding offers and projects must neither be reproduced nor made available to third parties without RODEX consent. The return of such documents may be requested at any time and they shall be returned to RODEX immediately once the order has been placed elsewhere.
3 Contract conclusion
3.1 The contract is deemed concluded once RODEX has sent a written order confirmation or consigned a delivery after receipt of the order.
3.2 Any subsequent amendments and supplements to these the contract shall be confirmed in writing to be valid.
4.1 All prices are quoted EXW (INCOTERMS 2010) or warehouse of RODEX and are exclusive of VAT, packaging, unloading, dismantling and collection. If fees, taxes or other fees apply in connection with the delivery, those shall be borne by the Customer.
4.2 RODEX reserves the right to modify prices if the order placed is not in accordance with the offer submitted.
4.3 Prices are based on costs at the time of the first price offer. If costs increase till the time of delivery, RODEX has a right to modify the prices accordingly.
4.4 Where goods are not dispatched or transported, the place of supply shall be deemed, according to the common system of VAT, to be the place where the goods are located at the time when the supply takes place. Due to this the Slovene VAT will be charged to the Customer.
4.5 Any order for repair work shall be performed by RODEX as required and expedient and invoiced on the basis of time and materials expended. This also applies for services and extra work whose suitability first becomes evident during the execution of the contract, in which case no special notification to the Customer is required.
4.6 Expenses for generating repair offers or expert opinions are included in the invoice to the Customer.
5.1 The delivery period shall commence on the latest of the following dates:
a) Date of order confirmation;
b) Date of fulfilment of all technical, commercial and other requirements incumbent upon the Customer;
c) Date on which RODEX receives an advance payment or security that needs to be provided before delivery of the goods.
5.2 Approvals by authorities and third parties that might be required for executing installations shall be obtained by the Customer. If such approvals are not obtained in time, the delivery period shall be extended accordingly.
5.3 RODEX shall be entitled to effect and charge partial or advance deliveries. If delivery on call has been agreed, the goods shall be deemed called up 1 year after the order was placed at the latest.
5.4 RODEX shall be entitled to use subcontractors with regard to all deliveries and elements of the performance.
5.5 In case any unforeseeable circumstances or circumstances outside the parties sphere of influence such as, for example, all instances of force majeure, occur, which prevent compliance with the delivery period agreed upon, the latter shall be extended by the duration of such circumstances in any case; this shall include, in particular, armed conflicts, official interventions and bans, transport and customs delays, transport damage, shortage of power and raw materials, industrial disputes and the loss of a crucial supplier that is difficult to replace. These above-mentioned circumstances shall also be deemed reasons for extending the delivery period if they affect sub-suppliers.
6 Transfer of risk and place of performance
6.1 Unless otherwise agreed, the delivery of the goods shall be deemed sold EXW acc. to INCOTERMS 2010.
6.2 The place of performance of services is primarily the place specified in the written order confirmation, secondarily it is the place where the service is actually performed by RODEX. The risk of a performance or partial performance agreed shall vest in the Customer upon performance being effected.
7.1 If no terms of payment have been agreed the following terms shall apply:
a) 1/3 of the price shall be due upon receipt of the order confirmation, 1/3 after expiry of half the delivery period, and the rest upon delivery or
b) The price shall be due upon 30 days with adequate insurance;
If insolvency proceedings are opened with respect to the Customer’s assets or a request for initiation of insolvency proceedings is rejected for lack of sufficient assets future deliveries will only be made against payment in advance.
7.2 In case of partial invoices, the partial payments shall be due upon receipt of the relevant invoice. This shall also apply to settlement amounts arising due to subsequent deliveries or other agreements beyond the original final amount, notwithstanding the terms of payment agreed for the main delivery.
7.3 Payments shall be made in the currency agreed to RODEX paying office without any deductions or charges.
7.4 The Customer shall not be entitled to retain or offset payments on account of warranty claims or other counterclaims.
7.5 A payment shall be deemed made on the date RODEX is able to dispose of the amount paid.
7.6 If the Customer is in default of any agreed payment or other performance from this or any other legal transactions, RODEX may, without prejudice to any other rights:
a) Postpone fulfilment of its own obligations until said payment or other performance has been effected, and claim an appropriate extension of the delivery period;
b) Demand payment of all outstanding receivables from this or other legal transactions and charge statutory default interest 8% plus VAT for these amounts, with effect from the respective due date;
c) In the event of qualified insolvency, i.e. after two instances of default, perform other legal transactions only against cash in advance.
At any rate, RODEX shall be entitled to invoice pretrial expenses, in particular dunning expenses and lawyers’ fees, according to applicable statutory provisions.
7.7 Rebates, discounts or bonifications depend on the complete payment in due time.
7.8 RODEX shall retain title to all goods delivered until full payment of the amounts invoiced plus interest and costs. To secure RODEX purchase price claim, the Customer hereby assigns to RODEX its claims from reselling goods subject to retention of title, even after they have been further processed, transformed or mixed. The Customer shall be authorised to dispose of the goods subject to retention of title in case of reselling with payment of the purchase price being deferred, on the condition that the Customer informs the secondary Customer about the assignment for security, concurrently with the resale, or notes down the assignment in its books. Upon request, the Customer shall inform RODEX about the claim assigned and the relevant debtor and provide all information and documents required for collection of the claim and to notify the third-party debtor about the assignment. In case of seizure or other claims being made, the Customer shall be obliged to refer to RODEX title and to notify the latter immediately.
8 Warranty and assumption of responsibility for defects
8.1 In case the terms of payment agreed are complied with, RODEX shall be obliged, under the following provisions, to eliminate any defect existing at the time of handover that is detrimental to functionality and based on faulty design or material or poor workmanship. The object is free from material defects when, on transfer of perils, according to item 6, it has the agreed properties and condition.
8.2 The warranty period consists of 12 months, as long as special warranty periods have not been agreed upon for individual delivery items or longer periods are required with law. The warranty period shall commence at the time the risk is transferred under item 6.
8.3 No warranty claims may be derived nor liabilities established from information provided in catalogues, brochures, advertising material, and written or oral statements not included in the contract.
8.4 The warranty period starts anew for improved and replaced parts and terminated no later than 6 month after the expiry of the original guarantee period.
8.5 If delivery or performance is delayed for reasons outside the sphere of influence of RODEX, the warranty period shall commence two weeks after the latter’s willingness to delivery and/or perform.
8.6 The warranty claim is contingent upon the prerequisite that the Customer has reported any defects that have occurred in writing in due time and that RODEX receives this report. The Customer shall provide evidence that the defect exists within an appropriate period of time, in particular by providing to RODEX the documents and/or data available on the Customer’s premises. In the event of a defect subject to the warranty obligation under item 8.1, RODEX shall, at its discretion, rectify the defective good or the defective part at the place of performance or arrange for it to be sent to its own place for rectification, or reduce the price accordingly.
8.7 All additional costs arising in conjunction with the repair of defects caused by the customer or third party (e.g. for dismantling and installation, transportation, disposal and travelling to the place of performance) shall be payable by the Customer. The Customer must provide the necessary assistants, lifting devices, scaffolds and incidentals free of charge for warranty work in the Customer's premises. Parts replaced shall become the property of the supplier.
8.8 If an article is manufactured by RODEX on the basis of design data, design drawings, models or other specifications supplied by Customer, RODEX warranty shall be restricted to non-compliance with Customers specifications.
8.9 Unless otherwise agreed, the warranty shall not include any defects that result from arrangement and assembly not effected by RODEX, insufficient adjustment, non-compliance with installation requirements and conditions of use, excessive stress on parts beyond the performance specified by RODEX, negligent or incorrect treatment and use of inappropriate operating material; this shall also apply to defects resulting from material provided by the Customer. Nor shall RODEX be liable for damage resulting from acts by third parties, atmospheric discharges, overvoltage and exposure to chemicals. The warranty shall not cover the replacement of parts that are subject to natural wear.
8.10 The warranty shall lapse immediately once the Customer itself or a third party not explicitly authorised by RODEX effects any modifications or repairs to the products delivered without written consent by RODEX.
8.11 Compensation due to lost earnings and loss of confidence, arising at the time of repair or replacement is excluded.
9 Rescission of the contract
9.1 Unless any more specific provision was agreed, the Customer shall be entitled to rescind the contract for default in delivery resulting from gross negligence on the part of RODEX and the unsuccessful expiry of a reasonable period of grace granted. Rescission shall be declared by means of a registered letter.
9.2 Notwithstanding its other rights, RODEX shall be entitled to rescind the contract:
a) If the execution of the delivery and / or commencement or continuation of the performance becomes impossible for reasons within the sphere of responsibility of the Customer or is delayed despite an appropriate period of grace being granted;
b) If concerns with regard to the solvency of the Customer have been raised and the latter does neither make an advance payment upon request by RODEX nor provide suitable security before delivery;
c) If the delivery period is extended due to the circumstances mentioned in item 5.5 for more than half of the delivery period originally agreed, but for at least 6 months.
9.3 Rescission may also be declared with regard to an outstanding part of the delivery or performance for the reasons listed above.
9.4 If insolvency proceedings are opened with respect to the Customer’s assets or a request for initiation of insolvency proceedings is rejected for lack of sufficient assets, RODEX shall be entitled to rescind the contract without granting a period of grace. If such rescission is declared, it shall become effective immediately once the decision is made not to continue the company. If the company is continued, the rescission shall become effective only 6 months after opening of insolvency proceedings or after rejection of the request for initiation for lack of assets. In any case, the contract shall be terminated with immediate effect, provided that the insolvency law governing the Customer does not provide for otherwise or if termination of the contract is essential to avoid serious financial disadvantages for RODEX.
9.5 Notwithstanding RODEX compensation claims including prerial costs, in the event of rescission, every performance or partial performance already effected shall be settled and paid as contractually agreed. This shall also apply to any delivery or performance not yet accepted by the Customer as well as for any preparatory measures effected by RODEX. RODEX shall also be entitled to request the return of products already delivered instead.
9.6 Any other consequences of rescission shall be excluded.
10 Place of jurisdiction and applicable law
The exclusive place of jurisdiction for resolving all disputes arising from the contract – including those regarding its existence or non-existence – shall be the court with subject matter jurisdiction at the RODEX head office in Kranj, Slovenia. The contract shall be governed by Slovenian law to the exclusion of conflict of law rules. Application of the UNCITRAL UN Convention on Contracts for the International Sale of Goods shall be excluded