GENERAL
SALES CONDITIONS TRIMO d.d. No. 1/2007
1. Subject matter of conditions:
1.1. These General Sales Conditions shall regulate
contractual relationships between the company
TRIMO, d.d., Prijateljeva cesta 12, Trebnje
(hereinafter referred
to as the Seller) and buyers of goods and products
from its sales range (hereinafter referred to
as goods).
1.2. These General Sales Conditions shall refer
to all relations between the Seller and buyers
unless agreed otherwise. When in doubt only
agreements made in
writing are considered different agreements.
These General Sales Conditions prevail over
the purchase conditions of a buyer unless agreed
otherwise.
2. Sales range
2.1. The Seller submits to a buyer an offer
containing quantity, price and delivery term
in accordance with the specification of a product
from the buyer's enquiry.
2.2. Without any previous notification, the
Seller can introduce a new product or eliminate
existing one from the sales range, but it is
obliged to deliver goods for
which the order has already been confirmed.
3. Offers and an order
3.1. All offers without any adequate written
order of a buyer are considered non-binding
by the Seller.
3.2. The Seller guarantees the conditions stated
in the offer and proforma invoice only within
the validity of the option or proforma invoice.
3.3. The order is considered complete when it
contains all data needed for the production
of goods, especially, but not only, the quantity,
quality, type, design,
specific characteristics and intended use of
goods, place and foreseen deliveries. If any
data are missing, it is considered that the
contractual parties have
agreed on standard properties of the Seller's
goods in this section.
3.4. The Seller produces or delivers goods on
the basis of the contents of a written order
in which the buyer refers to the number of offer
or proforma invoice of the
Seller and to the General Sales Conditions of
TRIMO d.d. , as well as written confirmation
of order receipt – Order Confirmation. An order
placed over the phone
is valid only when the Seller sends an Order
Confirmation in writing.
4. Prices
4.1. In offers or proforma invoices, the Seller
takes into account prices stated in valid pricelists.
All prices are quoted FCA warehouse of the Seller
if not stated
otherwise. The latest version of INCOTERMS issued
by the International Chamber of Commerce, Paris,
is to be applied in all cases; it is to be applied
in offers,
order confirmations, invoices and when establishing
passing of the risk.
4.2. Standard packaging for road transport is
included in the price, the Seller charges transport
costs to the buyer’s destination and other transport
packaging
separately (as agreed in the Order Confirmation).
4.3. The goods for which the Seller has confirmed
the order shall be delivered at a price valid
at the time of the order. The price agreed is
valid for the conditions
agreed in the Order confirmation. The Seller
is entitled to change a price when quantities,
design, specific characteristics or the intended
use of goods change.
4.4. All possible levies including taxes, customs,
fees, etc. are costs of the buyer if not agreed
otherwise (in Order confirmation).
5. Definition of a day
5.1. »A working day« means a time
period of 10 successive hours from 06.00 hours
in the morning of any day to 16.00 hours in
the evening of the same day, every
day in a week from (incl.) Monday to (incl.)
Friday.
6. Delivery terms
6.1. Informative delivery terms are stated in
the offer or proforma invoice of the Seller.
6.2. Delivery term is agreed by the Seller and
the buyer for each individual order. The final
delivery term is defined in the Order Confirmation
that the Seller sends to
a buyer.
6.3. The Seller informs the buyer about the
readiness of goods for dispatch by means of
a form Notification of readiness of the goods
for dispatch.
6.4. The Seller is responsible to buyers for
timely delivery when the buyer has sent a written
order and the Seller has confirmed the order
and the delivery term in
writing – Order Confirmation.
7. Terms and conditions of payment
7.1. General term of payment is 30 days from
the date of invoice. Within 8 days after the
Order Confirmation or contract conclusion the
buyer has to submit a
suitable bank guarantee or open a L/C in favour
of the Seller to secure the payment or present
any other suitable security of the payment to
the Seller that the
Seller confirms.
7.2. The conditions defined in the Order confirmation
or the contract concluded are valid in case
of any other terms and conditions agreed in
the Order Confirmation
or the contract concluded between the Seller
and the buyer.
7.3. The payment is considered made when the
money is on the Seller’s account.
7.4. The Seller is entitled to charge default
interest and all other costs related to the
collection of payment in case of delay in payment.
8. Acceptance of goods
8.1. In case of acceptance in the Seller’s factory
the buyer shall accept the quantity and quality
of goods before they are loaded onto a means
of transport.
8.2. If the buyer does not accept the goods
within 14 days from the receipt of the notification
of readiness of the goods for acceptance, the
Seller is entitled to
charge 0,5% of sales value of the goods ready
for acceptance for each started week of delay
to cover the costs of the Seller that incur
due to the delay of the
buyer when accepting the goods. In case of delay
with goods acceptance the risk of accidental
damage or destruction of goods is transferred
to the buyer with
the moment of delay occurrence.
8.3. In case of goods acceptance in the place
stated on a bill of lading or a delivery note,
the buyer shall unload the truck within 4 hours
of its arrival and control the
goods before or during their unloading. Minutes
are to be taken about any damage caused during
transport; the minutes shall be signed by the
carrier, recipient
of goods, and a representative of an insurance
company. Pictures shall be taken of the goods
damaged. When the goods are unloaded the buyer
or the
recipient of goods shall follow the instructions
of the Seller.
8.4. The goods returned to the Seller shall
have no other damage than the damage complained
about. The goods shall be returned to the Seller
within the term
agreed.
8.5. If goods are defective, the Seller shall
choose to repair the defect or offer a replacement.
The buyer shall complain about any visible defects
immediately or
within eight days after the receipt of goods.
Rules on goods investigation and complaining
about defects remain valid in commercial traffic.
When no complaints
are made within eight working days after the
receipt of goods at a destination, the goods
are considered accepted.
9. Reservation of title
9.1. The goods remain the property of the Seller
until total liabilities of the buyer are covered
regardless of their basis.
9.2. Shall the buyer act contrary to the Order
Confirmation or contact concluded, especially
in case of delay in payment, the Seller is entitled
to take back the goods.
It is not considered that the Seller has withdrawn
from the contract unless explicitly stated inwritten
form.
10. Guarantee
10.1. The Seller states that all materials used
are of first quality. The buyer shall use the
products with due professional case and in accordance
with the instructions
of the Seller.
10.2. The guarantee is not valid for products
damaged during transport, unprofessional assembly
or use under the conditions that are abnormal
when compared to
data contained in the enquiry and when the Seller's
instructions have not been followed.
10.3. The guarantee for FIREPROOF ROOF AND FAÇADE
PANELS is 5 (five) years for anti-corrosive
protection from the date of dispatch, unless
agreed
otherwise.
10.4. The guarantee for TRIMO CONTAINERS and
CONTAINER COMPOUNDS is 12 (twelve) months from
the date of dispatch, unless agreed otherwise.
10.5. The guarantee for TRIMO ROOFING and PROFILED
SHEET METAL is 5 (five) years for anti-corrosive
protection from the date of dispatch, unless
agreed
otherwise.
10.6. The Seller is entitled to choose weather
the original defective goods are to be repaired,
replaced by new ones, or if compensation is
to be offered.
10.7. The complaint of a buyer relating to the
liability of the Seller and guarantee ceases
in case of buyer's interventions, repairs or
attempts to repair and also when
a non-authorised third party makes repairs.
The parts replaced become the property of the
Seller. The Seller guarantees the repairs carried
out by it or by a
party authorised by it.
10.8. If the Seller is not ready to carry out
the substituted performance or if it cannot
carry it out or its repairs carried out for
the third time prove to unsuccessful, the
buyer is entitled to terminate the contract
or demand a decrease in the purchase money agreed.
10.9. Elements or parts of elements subject
to fast wear-and-tear or damage and elements
or parts of elements that were not maintained
according to the valid
Sellers instructions are excluded from the liability
of the Seller and its guarantee.
11. Liability
11.1. The Seller is not liable for any damage
that may appear at the buyer as a consequence
of its delays in the fulfilment of contractual
obligations, especially due to
incorrect or inexact data, specifications, projects
or any other information assured by the buyer
and it will be entitled to demand repayment
of any possible
costs, losses or damage caused due to the facts
stated.
11.2. The Seller is not liable for the damage
caused indirectly to the goods, especially not
for lost profit and/or other pecuniary and non-pecuniary
loss of the buyer.
The described limitation of liability ceases
if the damage is caused wilfully or by gross
negligence or liability for the goods in accordance
with the law. If the
liability is excluded or limited, this applies
also to fellow employees, employees, agents
and executive assistants of the Seller.
12. Force majeure
12.1. As inability to fulfil contractual obligations
for which the Seller is not liable circumstances
such as force majeure, measures of state bodies
and other events that
cannot be prevented, eliminated or avoided,
i.e. circumstances on which the contractual
party has no influence are considered. Lack
of material on world
market of steel sheets or mineral wool is considered
force majeure.
12.2. In case the fulfilment of contractual
obligations becomes difficult or impossible
due to such circumstances, the liability ceases
for the period when the fulfilment
is made difficult or impossible, if circumstances
cannot be prevented, eliminated or avoided.
In this period, such circumstances relieve the
contractual party
from the fulfilment of obligations and liability
for damages because of non-fulfilment of contractual
obligations.
12.3. The contractual party that claims its
inability of fulfilment shall prove the existence
of such circumstances that exclude its liability
and immediately and shall
reliably inform the other contractual party
as soon as it is informed about such circumstances.
In accordance with the same method the contractual
party shall
inform the other party about the termination
of circumstances that caused the inability of
fulfilment. If the other contractual party is
not informed suitably and
timely, the party claiming the inability of
fulfilment is liable for the damage caused.
12.4. The inability of fulfilment in compliance
with this Article is judged in accordance with
the valid legislation and court practice.
12.5. If the duration of a circumstance exceeds
6 months, the Seller and the buyer agree on
a change or annulment of the contract or order.
12.6. The Seller is not liable for any delay
in fulfilment or non-fulfilment of obligations
relating to this contractual relation if the
delay in fulfilment or non-fulfilment is a
consequence of reasons beyond its control and
when caused without its fault or negligence
including, but without limitation, inability
of suppliers, subcontractors
and forwarding agents or the Seller to fulfil
their obligations in accordance with this contract,
under the condition that the Seller submits
an
immediate written notification to the buyer
including all details about the appearance and
the reasons. Terms of fulfilment are prolonged
for the period lost due
to the appearance of such reasons, if the parties
still have the interest on it.
13. Changed circumstances
13.1. The contractual party whose fulfilment
of obligations is made difficult, or the party
that cannot execute the contract due to changed
circumstances can require
annulment of the contractual relationship if
such circumstances appear after the conclusion
of the contract that make the fulfilment of
obligations of one
contractual party difficult, or if the intention
cannot be reached due to them, in both cases
to such extent that the contract obviously does
not correspond to the
expectations of contractual parties and if it
would be unjust to keep it valid as such in
accordance with the general opinion.
13.2. The annulment of contractual relationship
cannot be demanded, if one of the contractual
parties referring to the changed circumstances
shall have considered
these circumstances upon the conclusion of the
contract or if it could have avoided them or
rejected their consequences. In such case the
contractual party
enforcing the clause on changed circumstances
is liable for damages.
13.3. The contractual party demanding the annulment
of the contract cannot refer to the changed
circumstances that appeared after the expiry
of the period set for
the fulfilment if its obligations.
13.4. The contract is not annulled if the other
contractual party offers or agrees to change
suitable contractual conditions in a fair manner.
13.5. When the contract is annulled the Parties
shall return or reimburse all services received
to each other. Prospective decrease in value
is taken into account in
this case.
14. Withdrawal from the contract
14.1. The Seller is entitled to withdraw from
the contract if:
– it cannot fulfil contractual obligations due
to force majeure, strike or other circumstances
beyond its control;
– the buyer exceeded the terms and conditions
of payment that have been agreed in writing
by over 14 days and does not act in the subsequent
period;
– the contractual party has submitted unreal
data about its obligations due to gross negligence
and thus endangered its fulfilment of obligations;
14.2. The buyer is entitled to withdraw from
the contract if:
– the Seller causes wilfully or by gross negligence
that the delivery is impossible;
– the Seller does not respect the subsequent
prolonged period. The buyer grants the subsequent
period to the Seller in accordance with the
agreement.
14.3. When the contractual parties withdraw
from the contract they shall return or reimburse
all services received to each other. Prospective
decrease in value is
taken into account in this case.
15. Guarding of business secrets
16. The contractual parties oblige to guard
all data arising from contractual documentation
and other data arising from the contractual
relationship as business
secrets in the complete duration of the contract.
17. If there is a possibility that significant
damage is caused to one of the contractual parties
due to revealing some business secrets also
after the expiry of the
contract, the data are still considered business
secrets, in any case minimally 5 (five) years
after expiry of the contract.
18. Business secrets are considered drawings,
schemes, calculations, formulas, instructions,
lists, correspondence, minutes, contractual
documents and other data
in materialised or non-materialised form.
19. The contractual party is liable for pecuniary
and non-pecuniary loss when it has violated
this Article.
20. The contractual parties may define exceptions
to this provision only by a written agreement.
21. Assignation of receivables and notices
21.1. The buyer obliges not to assign any receivables
due from the Seller to third parties without
its previous written confirmation.
21.2. The contractual parties agree that written
notices are considered those sent by suitable
means of communications (fax, e-mail, etc.)
22. Disputes
22.1. When a contract has been concluded where
provisions are not in compliance with these
conditions, the provisions of the contract are
used for the regulation of
an individual relation and these conditions
are used for the regulation of relations not
regulated by the contract. In cases explicitly
defined by these conditions
that the contrary agreement is not possible
the provisions of these conditions are used.
22.2. All possible disputes arising from the
valid conclusion, violation, termination or
legal relations arising from this contractual
relationship will be settled in an
amicable way. The court in Novo mesto will be
competent for disputes that cannot be settled
in such a manner. The Slovene substantive law
will be applied
unless agreed otherwise.
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