GENERAL TERMS AND CONDITIONS OF PURCHASE
OF VARIS LENDAVA d.o.o.

1. General Provisions

1.1 These General Terms and Conditions of Purchase are an integral part of purchasing contracts and orders and generally regulate the purchasing transactions for the Contracting Entity’s own needs. All contracts and orders shall be concluded in writing.
1.2 These General Terms and Conditions of Purchase apply to all mutual business relations between the Contracting Entity and the Supplier arising from the order or contract.
1.3 These General Terms and Conditions of Purchase apply to the purchase (supply) of goods, services and equipment.
1.4 The Contracting Entity reserves the right to determine special conditions of purchase that shall prevail over these General Terms and Conditions of Purchase.


2. Order

2.1 Only a written order issued on the Contracting Entity’s order document sent to the Supplier by e-mail, regular mail or fax shall be valid. This shall also apply to amendments and supplements to orders. Oral and telephone orders shall be valid and may be executed if, in all cases, they are confirmed by official written confirmation.
2.2 The contract must contain the type and/or specification of the goods, services and equipment, the quantity (scope), the price, the delivery date(s), the terms of delivery and the terms of payment.
2.3 Deviations from the content of the contract shall not be allowed without the prior written consent of the Contracting Entity.
2.4. After receiving the order from the Contracting Entity, the Supplier shall be obliged to send the Contracting Entity a confirmation or rejection of the order no later than within 48 hours. The order confirmation must contain the following information: item, quantity, delivery date and the Contracting Entity’s order number. If the Contracting Entity does not receive confirmation or rejection of the order within 48 hours after placing the order, it shall be deemed that the Supplier has confirmed the received order in full.


3. Supply of Goods, Services and Equipment

3.1 The Supplier must supply the goods, services and equipment in accordance with the order received or the contract concluded.
3.2 The Contracting Entity may, at the Supplier’s expense, lodge a complaint about services that have not been performed in accordance with the terms of the order or contract and shall lodge a complaint and reject the goods and equipment which have not been supplied in accordance with the terms of the order or contract.
3.3 If the agreed delivery deadlines are not met, the Contracting Entity may withdraw from the contract or demand payment of compensation for non-performance as a contractual penalty in accordance with the provisions of Section 8.
3.4 Goods and equipment shall be deemed to have arrived on time if they have been delivered to the agreed place specified in the order or contract within the agreed time limit. For services, it shall be considered that the service was performed on time if the Contracting Entity confirms it in writing within the period and in the manner specified in the order or contract.
3.5 All deliveries of goods and equipment must be accompanied by a delivery note containing a detailed description of the contents of the consignment with a reference to the order number.
3.6 When the Contracting Entity confirms in writing that it will accept the delivery in parts, the contract or purchase order shall be interpreted as a single contract or purchase order for each part. If the Supplier does not fulfil the agreed purchase transaction in full, the Contracting Entity may treat the entire contract or order as unfulfilled.
3.7 If the goods or equipment are delivered to the Contracting Entity in larger quantities than ordered, the Contracting Entity shall not be obliged to pay for the excess quantity delivered, and any surplus shall remain, at the risk and expense of the Supplier, available for collection by the Supplier for one month. After one month, the Contracting Entity may remove the excess delivered goods and equipment at the expense of the Supplier.
3.8 The Supplier shall be obliged to notify the Contracting Entity immediately of any difficulty that could lead to a delay in delivery. If the delivery conditions are not met, the Contracting Entity may charge the Supplier for the damage caused and arrange for a substitute delivery with another supplier (cover purchase), except in the case of a written agreement on delayed delivery.


4. Packaging

4.1 The Supplier must pack the goods and equipment professionally and safely to prevent possible damage during transport and/or handling during loading, unloading and storage.
4.2 The Supplier shall be responsible for damage to the delivered goods and equipment due to improper packaging.
4.3 The Supplier shall be obliged to properly and completely affix the goods and equipment dispatched to the Contracting Entity in accordance with the applicable legislation. The Contracting Entity may request from the Supplier in writing special marking of goods and equipment and may refuse the delivered goods and equipment (and request the rectification of defects at the Supplier’s expense) if they are not marked in accordance with the agreement. Mandatory information on the packaged unit is the full name of the product from the order to the Supplier: project work order, order number, quantity, batch number and other important numbers.
4.4. The Supplier undertakes to take back the delivered goods and equipment that remain in the Contracting Entity’s stock, and the Contracting Entity undertakes to simultaneously order other goods and equipment of at least the same value. The Contracting Entity shall return the goods and equipment undamaged.
4.5. The Supplier shall be obliged to act in accordance with the Decree on packaging and packaging waste handling and to inform the Contracting Entity in advance about the quantities of packaging that the Supplier will deliver to the Contracting Entity.


5. Purchase Price and Payment Terms

5.1 The purchase prices stated in the order or contract or the offer confirmed by the Contracting Entity are fixed. If the price on the invoice differs from the agreed price, the Contracting Entity shall not settle the invoice and shall return it to the Supplier (rejection of the invoice in full), unless otherwise agreed to in writing. The Supplier shall be obliged to issue a new correct invoice to the Contracting Entity. Invoices must be issued in accordance with the applicable tax legislation.
5.2 The Supplier undertakes to indicate the number of the Contracting Entity’s order or the contract on the delivery note and the issued invoice for each delivery, and at the same time to indicate the delivery note number and the business unit of the Contracting Entity on the invoice.
5.3 The payment deadline shall be valid from the date of receipt of a correctly issued invoice.
5.4 Invoices are accepted by e-mail at invoice@varis-lendava.si. Invoices without a copy of the delivery note and an indicated order number will not be accepted! The information on the delivery note and the invoice must be identical.
5.5 Invoices must be issued within the relevant tax period after the service has been performed or supply effected. For the settlement of VAT interest due to belated accounting, the costs shall be borne by the Supplier. The content of the invoice shall be determined in accordance with the Value Added Tax Act.
5.6 Payment shall be made in accordance with the terms of payment and upon receipt of the goods, services and equipment and the issuance of the relevant invoice.
5.7 Payment shall be made only and exclusively to the Supplier’s/Contractor’s transaction account.
5.8 All prices shall apply with the INCOTERMS parity (specific parity shall be agreed in the contract), whereby the costs of delivery, transshipment, import, duties, packaging, other costs and risk shall be borne by the Supplier as long as the goods, services and equipment are not delivered to the Contracting Entity at the place of destination. The costs of unloading at the place of destination shall be borne by the Contracting Entity. This provision shall not apply if specified otherwise in the written order/contract.


6. Quantity, Quality and Complaints

6.1 The quantity of goods and equipment indicated in the order or contract may not be exceeded (surplus) or deficient (shortage) at the time of delivery without prior written or oral approval by the Contracting Entity. Partial deliveries shall be acceptable by prior arrangement or with the consent of the Contracting Entity. Quantitative and qualitative takeover shall be performed by the Contracting Entity upon delivery of goods and equipment for production, based on the attached delivery note.
6.2 The Supplier shall demonstrate the conformity of the goods, services and equipment with valid documentation.
6.3 Warning duty of the Supplier: The Supplier is aware of the technological procedures of Varis and understands the specifics of the final product, storage of materials and finished products and shall thus be obliged to warn the Contracting Entity of any unsuitability of individual materials or services, goods or equipment for such purpose or use and shall be otherwise fully liable for any issues that may arise later due to the installation of unsuitable materials (liability for complaints, damage) under professional diligence.
6.4 The Supplier guarantees the quality of the ordered goods, services and equipment.
6.5 The Contracting Entity reserves the right to refuse to take over obviously defective or damaged goods and equipment and to refuse to accept improperly performed services. The Supplier shall be obliged to take back at its own expense the goods and equipment defined in the previous sentence.
6.6. If the quality deviates from predetermined criteria, a complaint shall be lodged regarding the consignment partially or in full or the method of rectifying the identified defects shall be determined. The costs of rectifying defects or rejecting goods, equipment and services shall be borne entirely by the Supplier.
6.7 Due to the specifics of the business, the Contracting Entity shall have the right to identify obvious quality defects (e.g. damage, etc.) only by using the goods and equipment in the production process, so the time limit for their enforcement shall start to run with the launch of goods and equipment into production. The Contracting Entity will notify the Supplier of such defects immediately and within 8 days from the day of launching the goods into production, but no later than 6 months from the delivery of goods and equipment or the day of the performed service.
Any hidden defects will be reported to the Supplier by the Contracting Entity no later than 8 days after their discovery. The first day of functional use of goods and equipment in customer’s bathrooms shall be considered the start of the time limit for enforcing claims regarding hidden defects. The time limit for enforcing claims regarding hidden defects shall be 5 years after the handover of the finished bathrooms to the customer. The same shall apply to enforcing claims regarding hidden defects for the performed services.
6.8 Returns of rejected goods and equipment shall be made at the expense of the Supplier.
6.9 The Supplier shall be obliged to rectify the identified defect immediately after being notified by the Contracting Entity. The Contracting Entity reserves the right to rectify the identified deficiencies itself or with the help of a third party within three (3) days of the Supplier’s inactivity. In emergencies that represent the possibility and occurrence of damage, causing general danger to persons or when the Contracting Entity’s delivery times are threatened, the Supplier shall be obliged to rectify the identified defects, sort and deliver quality goods and equipment within 3 days. If the Supplier does not approach to solving them, they shall be rectified by the Contracting Entity at the Supplier’s expense. The related costs shall be borne entirely by the Supplier.
6.10 If the Supplier does not start rectifying the defect immediately after the request of the Contracting Entity, in urgent cases, in particular, to prevent serious danger or major damage, such repairs may be carried out by the Contracting Entity at the Supplier’s expense or by a third party (cover purchase and manipulative sorting costs) if this prevents congestion in production and shipment.
6.11 The Contracting Entity may claim compensation for proven damage and all related costs and reserves the right to suspend settlement of the invoice until the complaint is resolved.


7. Warranty

7.1. The Supplier shall provide for its goods, equipment and services a warranty period of a minimum of five (5) years, effective from the date of handover of the finished bathrooms to the final customer. The warranty period may be longer if required by applicable law.


8. Contractual Penalty

8.1 In the event of a delay in the delivery of goods, services or equipment, the Contracting Entity shall be entitled to charge a contractual penalty in the amount of 0.5% of the total value of the order for each calendar day started when the delivery is delayed, but not more than 10% of the total value of the order or recall.
8.2 In the event of the Supplier’s negligence, as a result of which the Contracting Entity suffers damage, the Contracting Entity reserves the right to charge compensation.
8.3 The Contracting Entity will charge the Supplier for any costs incurred due to delays or issues with technical takeovers, which would be the result of deficient documentation. Unless otherwise agreed, the Supplier must calculate the penalties on a monthly basis and issue a credit to the Contracting Entity.
8.4 The terms of payment stated in the order shall not change due to early delivery of goods, services and equipment (the originally agreed payment period shall remain the same, despite early delivery).


9. Responsibility and Liability

9.1 The Supplier shall be responsible for the quality and performance of the delivered goods, services and equipment as described in the product description, drawings and quality specification, as well as for compliance with generally accepted quality standards.
9.2 The Supplier shall indemnify the Contracting Entity from any liability in connection with intellectual property rights or the rights of third parties arising from the supply of goods, services and equipment and shall guarantee the Contracting Entity the smooth use of the supplied goods and services and undertakes to compensate the Contracting Entity for any damage that would arise if a third party asserted claims against the latter under industrial property rights or copyright.
9.3 Goods and equipment supplied by the Supplier must comply with all applicable safety regulations in the EU, for which the Supplier guarantees and assumes full responsibility.
9.4. The Supplier shall be liable to the Contracting Entity for the suitability and functionality of the delivered goods. In this regard, the Supplier shall be obliged to submit to the Contracting Entity all certificates, declarations of conformity, guarantees, attestation certificates of origin and other proof of the goods supplied, and any other documentation required by applicable law and the Contracting Entity, all with a view to proving the suitability and functionality of the delivered goods.


10. Confidentiality and Data Protection

10.1 The Supplier will treat all types of information related to the acceptance of the order, concerning the Contracting Entity or any other subsidiary, employees or representatives, both orally and in writing, as confidential and as a trade secret. None of this information will be disclosed to third parties or used for any purpose other than the fulfilment of the order without the written consent of the Contracting Entity for a period of at least 3 years from the conclusion of the contract.
10.2 The transaction data of the order may be given to a third party only with the written consent of both Contracting Parties. The Supplier may provide its subcontractors only with the information necessary for the execution of the works. The Supplier shall be obliged to commit them to protect the confidentiality of information.
10.3 If the Supplier does not protect confidentiality in accordance with the above provisions, the Supplier shall be liable for any resulting damage.
10.4 All plans sent by the Contracting Entity are the intellectual property of Varis Lendava and shall be considered a trade secret.
10.5 The Supplier shall not be bound by confidentiality and data protection regarding:
– Information that is publicly available or will be provided to the public in the future;
– Information that was well known to the Supplier before entering into a business relationship with the Contracting Entity;
– Information provided to the Supplier by a third party who has not signed a confidentiality agreement with the Contracting Entity; or
– When bound by legislative provisions to provide information to the public.


11. Provision of Spare/Replacement Parts

11.1. The Supplier shall be obliged to provide spare/replacement parts to the Contracting Entity at least for the duration of the warranty period.


12. Applicable Law and Jurisdiction – Dispute Resolution

12.1. Any disputes arising from the business relationship between the Supplier and the Buyer/Contracting Entity that cannot be settled amicably shall be subject to the jurisdiction of the competent court in Murska Sobota. Slovenian law shall apply unless otherwise agreed to in writing between the Parties.
12.2. In dealing with suppliers who do not have a registered office in the Republic of Slovenia, the application of the UN Convention on Contracts for the International Sale of Goods (Vienna Convention) is determined, otherwise, the Code of Obligations shall apply.


13. General Provisions

13.1. In the event that any provision of these General Terms and Conditions of Purchase is found to be or becomes invalid, the validity of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall replace any such invalid provision with a valid one that corresponds as closely as possible to their original purpose.
13.2. For all matters not determined by these General Terms and Conditions of Purchase and the order or contract, the provisions of the Vienna Convention, the applicable Code of Obligations (OZ), the Value Added Tax Act and the provisions of other relevant Acts shall apply.
13.3. The Supplier is informed and agrees that the data on the Supplier will be processed in the Contracting Entity’s computer system.
13.4. By receiving the General Terms and Conditions of Purchase, the Supplier confirms that it has become acquainted with them and that it accepts all the obligations specified in them in the performance of the contract or orders.
13.5. These general terms and conditions of purchase enter into effect on the day of publication.