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

1. General Provisions

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


2. Order

2.1. Only the order issued on the Contracting Entity’s order document is valid. The order, contract, termination of the contract or any change thereof must be in writing and must be sent by e-mail or regular mail.
2.2. The contract must contain the type and/or specification of the goods, services or equipment, quantity (scope), price, delivery time(s), terms of delivery and payment terms.
2.3. Deviations from the content of the contract are not permitted without the Contracting Entity’s prior written consent.
2.4. After receiving the order from the Contracting Entity, the Supplier is obliged to send him a confirmation or rejection of the order within 48 hours at the latest. The order confirmation must contain the following information: item, quantity, delivery date and 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 is considered that the Supplier fully confirms the received order.


3. Supply of Goods, Services and Equipment

3.1. The Supplier must supply the goods, services or 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 observed, the Contracting Entity may withdraw from the order or demand payment of compensation for non-fulfillment as a contractual penalty in accordance with the provisions of point 8.
3.4. The goods or equipment shall be deemed to have arrived in good time if they are delivered to the agreed place, indicated in the order or contract within the agreed time limit. In the case of services, the service shall be deemed to have been provided in good time if it is approved in writing by the Contracting Entity within the time limit and in the manner specified in the order or contract.
3.5. All deliveries of goods or equipment must be accompanied by a delivery note containing a precise description of the contents of the shipment and referring to the order number.
3.6. Where the Contracting Entity confirms in writing that it will accept the delivery in parts, the contract or order shall be interpreted as a single contract or order for each individual part. If the Supplier fails to complete a fully agreed purchase transaction, the Contracting Entity may treat the entire contract or order as unfulfilled.
3.7. If goods or equipment are delivered to the Contracting Entity in larger quantities than ordered, the Contracting Entity is not obliged to pay for the excess of the delivered quantity. Any surplus shall remain, at the risk and expense of the Supplier, available for collection by the Supplier for one month. After the expiration of one month, the Contracting Entity can remove the surplus of delivered goods or equipment at the Supplier’s expense.
3.8. The Supplier shall be obliged to inform the Contracting Entity immediately of any obstacle which would cause the supply to be delayed. 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 professionally and safely pack the goods or equipment in order to prevent any damage during transport and/or handling during loading, unloading and storage.
4.2. Responsibility for damage to the supplied goods or equipment due to inadequate packaging is borne by the Supplier.
4.3. The Supplier is obliged to properly and fully equip the goods or equipment that he sends to the Contracting Entity in accordance with the applicable legislation. The Contracting Entity can request special marking of the goods or equipment from the Supplier in writing, and in this case he can reject the delivered goods or equipment and request the rectification of errors at the Supplier’s expense if it is not marked in accordance with the agreement. Mandatory information on packaged units is the full product name from the Supplier order (project work order, supplier order number, quantity, batch number and other relevant numbers).
4.4. The Supplier undertakes to take back the delivered goods or equipment that will remain in the Contracting Entity’s stock, and the Contracting Entity will simultaneously order other goods or equipment for at least this value. The Contracting Entity will return the goods or 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 specified in the order, contract or offer confirmed by the Contracting Entity are fixed. If the price on the invoice differs from the agreed price, the Contracting Entity does not pay this invoice and it is returned to the Supplier (rejection of the invoice in full), unless otherwise specifically agreed in writing. The Supplier is obliged to issue a new correct invoice to the Contracting Entity. The invoice must be issued in accordance with applicable tax legislation.
5.2. For any price change, the Supplier is obliged to deliver a new price list to the Contracting Entity in writing at least 60 days before it takes effect. The amount of the amendment shall be agreed by mutual agreement and only if it is duly justified by the Supplier.
5.3. 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.
5.4. The payment deadline shall be valid from the date of receipt of a correctly issued invoice.
5.5. We accept invoices at the email address invoice@varis-lendava.si. An invoice without an attached copy of the delivery and the specified order number will not be accepted! The information on the delivery note and the invoice must be the identical.
5.6. Invoices must be issued within the relevant tax period after the service has been performed or the 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.
5.7. Payment shall be made in accordance with the payment terms, upon receipt of the goods, services or equipment and issue of the corresponding invoice.
5.8. Payment shall be made only and exclusively to the Supplier/Contractor in its transaction account.
5.9. 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 does not apply if otherwise specified in the written order or contract.


6. Quantity, Quality and Complaints

6.1. The quantity of goods or equipment specified in the order or contract shall not be exceeded (surplus) or deficient (shortage) at the time of delivery without the prior written or verbal approval of the Contracting Entity. Partial deliveries are acceptable with the prior agreement or consent of the Contracting Entity. The quantity and quality acceptance shall be carried out by the Contracting Entity upon handover of the goods or equipment for production on the basis of the delivery note attached.
6.2. The Supplier shall demonstrate the conformity of the goods, services or equipment with the applicable documentation.
6.3. The Supplier is familiar with the technological processes used in the production of Varis Lendava d.o.o., as well as with the specifics of the finished product, the storage of materials and finished products. It is his duty to specifically warn the Contracting Entity about the possible unsuitability of individual materials, services, goods or equipment, otherwise he bears responsibility for possible damage later caused by the installation of unsuitable material (responsibility for complaints and resulting damage) as well as for the responsibility of a good expert.
6.4. The Supplier guarantees the quality of the ordered goods, services or equipment.
6.5. The Contracting Entity reserves the right to refuse acceptance of clearly defective or damaged goods or equipment or to refuse acceptance of inadequately performed services. The Supplier is obliged to take back the goods or equipment defined in the previous point at his own expense.
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 specific nature of the business, the Contracting Entity has the right to identify obvious quality defects (damage, etc.) only after the goods or equipment have been used in the production process, and the time limit for claiming such defects starts to run from the time the goods or equipment are put into production. The Contracting Entity must report obvious defects to the Supplier immediately or within eight (8) days from the day of launching the goods into production, or within six (6) months of the date of delivery of the goods or equipment or the date on which the services were rendered, at the latest. Regarding hidden defects, the Contracting Entity must notify the Supplier within eight (8) days after their discovery, counted from the day when he noticed, or the first day of functional use of the goods or equipment in the Contracting Entity’s bathrooms. The same applies to claiming hidden errors for services rendered.
6.8. Returns of rejected goods and equipment shall be made at the expense of the Supplier.
6.9. The Supplier shall remedy any defects found immediately after being notified of them by the Contracting Entity. The Contracting Entity reserves the right, in the event of the Supplier’s failure to respond within three (3) days, to rectify the defects itself or with the assistance of a third party, and in urgent cases which present the possibility or occurrence of damage, general danger to persons, or where the Contracting Entity’s delivery times are endangered, the Supplier shall be obliged to rectify the defects identified, to sort and to deliver quality goods or equipment within three (3) days. If the Supplier fails to address them, the Contracting Entity shall remedy them at the Supplier’s expense. The Supplier shall bear the entire cost thereof.
6.10. If the Supplier does not start rectifying the defect immediately after the Contracting Entity’s request, in urgent cases, in particular to prevent serious danger or major damage, such repairs may be carried out by the Contracting Entity itself at the Supplier’s expense or by a third party on behalf of the Contracting Entity (cover purchase and manipulative sorting costs) if this prevents congestion in production and shipment.
6.11. The Contracting Entity may claim compensation for proven damages and all related costs and reserves the right to suspend payment of the invoice until the complaint has been resolved.


7. Warranty

7.1. The Supplier shall provide for his goods, equipment and services at least five (5) years, which shall take effect from the date of handing over the finished bathrooms to the final costumer. The warranty period may be longer if the applicable law so provides.


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. The Contracting Entity reserves the right to charge damages in the event of the Supplier’s negligence causing damage.
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. Early delivery of goods, services or equipment does not change the terms of payment specified in the order (the originally agreed currency remains the same despite early delivery).


9. Responsibility and Liability

9.1. The Supplier shall be responsible for the quality and performance of the goods, services or equipment supplied, as described in the product description, drawings and quality specification, as well as for compliance with generally accepted quality standards.
9.2. The Supplier indemnifies the Contracting Entity against any liability in respect of intellectual property rights or third-party rights arising out of the supply of goods, services or equipment and guarantees the Contracting Entity the uninterrupted use of the goods and services supplied and undertakes to indemnify the Contracting Entity against any damages arising in the event that a third party asserts a claim against the Contracting Entity under industrial property rights or copyright law.
9.3. The goods or equipment supplied by the Supplier must comply with all applicable safety regulations in the EU, for which the Supplier warrants and accepts 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. Trade secret (confidentiality and data protection)

10.1. The Supplier shall treat as confidential and as a trade secret any information of any kind, whether verbal or written, relating to the acceptance of the order, about the Contracting Entity or any other subsidiary, employees or representatives. None of this information will be disclosed to third parties or used for any purpose other than the performance of the contract without the written consent of the Contracting Entity for a period of at least three (3) years from the conclusion of the contract.
10.2. Order turnover data may only be provided to a third party with the written consent of both parties. The Supplier may provide its subcontractors with only such information as is necessary for the performance of the work. It must oblige them to keep the information secret.
10.3. If the Supplier fails to protect confidentiality in accordance with the above, the Supplier shall be liable for any damage resulting therefrom.
10.4. All plans sent by the Contracting Entity are the intellectual property of Varis Lendava d.o.o. and shall be considered as trade secrets.


11. Provision of Spare/Replacement Parts

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


12. Dispute Resolution (applicable law and jurisdiction)

12.1. For all disputes arising out of the business relationship between the Supplier and the Buyer/Contracting Entity and which cannot be settled amicable, the court in Murska Sobota has jurisdiction. Slovenian law will apply unless otherwise agreed in writing between the parties.
12.2. When dealing with suppliers who are not based in the Republic of Slovenia, the UN Convention on Contracts for the International Sale of Goods (Vienna Convention) is applied, otherwise the Code of Obligations applies.


13. General Provisions

13.1. If any provision of these Terms and Conditions becomes legally invalid, this shall not affect the validity of the remaining provisions of the General Terms and Conditions. The parties shall replace any invalid provision by a provision in force which corresponds as far as possible to their original purpose.
13.2. Everything not provided for in the General Terms and Conditions of the ordering of goods and services and the order or contract is subject to the provisions of the Vienna Convention or the provisions of the Obligation Code, the Value Added Tax Act and the provisions of other relevant laws.
13.3. The Supplier is informed and agrees that the Supplier’s information will be processed in the Contracting Entity’s computer system.
13.4. By receiving the General Terms of Purchase, the Supplier confirms that he has become aware of them and accepts all the obligations specified there in the performance of the contract or orders.
13.5. The General Terms and Conditions of purchase shall take enter into force from the date of its publication on the website of Varis Lendava d.o.o.