General purchase terms and conditions procesni inženiring d.o.o.

GENERAL PURCHASE TERMS AND CONDITIONS

GENERAL

1.Article

With these General Terms and Conditions of Purchase (hereinafter the Terms) the Client (Buyer) and the Supplier / Contractor (Seller) agree on mutual rights and obligations applicable in cases of procurement of goods / services supplied by the Supplier / Contractor. The Client purchases the material / equipment / service only in accordance with these conditions. The provisions of any Supplier’s / Contractor’s terms of sale are not binding on the Client in any case, even if the Client has not explicitly rejected them, unless the Client has explicitly accepted or confirmed the Supplier’s / Contractor’s / Contractor’s terms and conditions.

2. Article

The General Terms and Conditions of Purchase are an integral part of the contract / purchase order between the Client and the Supplier / Contractor and determine those obligations of the Supplier / Contractor as well as the Client which are not mentioned in the basic text of the contract / purchase order.

3. Article

All deviations from the general terms and conditions of purchase require the written consent of the Client. If the Client has concluded a contract or annex with the Supplier / Contractor with different provisions for an individual purchase or service, the General Terms and Conditions of Purchase shall apply in everything that is not regulated by the contract or annex for an individual purchase.

4. Article

These general terms and conditions have been adopted by a decision of the management and will enter into force on 1 May 2022. They are published on the website www.procesni.si. The stated conditions are valid until revoked or until the change. Any change or cancellation of the conditions is published on the website of the contracting authority.

OFFER, PURCHASE ORDER AND CONFIRMATION OF THE PURCHASE ORDER

5.Article

Individual deliveries of goods / services are carried out on the basis of prior written notices (offers), which are binding on both parties provided that a written order is given by the Client and provided that the Supplier / Contractor confirms the said order in full in writing. The Order between the Client and the Supplier / Contractor shall be deemed concluded on the day when the Client receives a written confirmation of the order from the Supplier / Contractor.

In the event that the Supplier / Contractor does not confirm the order and delivers the material, it means that he agrees with all the stated conditions from the order and has no basis for later contesting them.

6. Article

If the Supplier / Contractor confirms the order and at the same time proposes an amendment and / or supplement to the order, it is considered that he has rejected the order and made another offer, which is valid only if confirmed by the Contracting Authority.

7. Article

The General Terms and Conditions are binding on the Supplier / Contractor if the contract has been accepted in writing as well as in the case specified in paragraph 2 of Article 5 of these General Terms and Conditions.

The Supplier’s / Contractor’s notices or the Supplier’s / Contractor’s offer or his written acceptance (confirmation) of the contract must also contain all his identification data: indication of the company and registered office as entered in the court register (abbreviated name is allowed), tax number and bank account. The Supplier / Contractor is obliged to immediately inform the Client about any changes in the stated data.

The contract / order between the Supplier / Contractor and the Client may be amended or amended only in writing, which is a condition for the validity of the change.

DOCUMENTATION

8.Article

The following documentation is an integral part of the contract between the Client and the Supplier / Contractor:

-takeover protocol,

-various accompanying documents such as declarations of conformity or properties for materials and equipment, manufacturer’s certificates, measurement protocols, instructions for use and maintenance, warranty documentation, evidence of proper handling of hazardous substances and waste or other required documents listed on each purchase order / contract.

Accompanying documents are a mandatory attachment to the Supplier’s / Contractor’s invoice.

Supporting documentation is also an integral part of the delivery.

QUALITY

9.Article

The Supplier / Contractor is obliged to perform the supply of goods / services from the contract / purchase order with quality and correctness and in accordance with the applicable regulations in the Republic of Slovenia and the EU.

The goods / services supplied by the Supplier / Contractor must be of the prescribed quality. For all goods / services, the Supplier / Contractor must obtain the required documentation specified in the order / contract or the Terms and Conditions at its own expense.

The Supplier / Contractor is also obliged to obtain a “Certificate of Conformity” for all goods / services of non-Slovenian origin at its own expense, issued by an authorized institution in the European Union and a translation into Slovenian. This certificate shall be delivered by the Supplier / Contractor to the Client before or at the time of delivery of the goods / services for which this certificate is required.

Inadequate goods / services and goods / services without proof of quality may not be supplied by the Supplier / Contractor.

If this nevertheless occurs, the Client will reject such delivery and charge the Supplier / Contractor for all related costs.

For all changes and deviations, the Supplier / Contractor must obtain the written consent of the Client.

DELIVERY TERMS AND PENALTIES

10.Article

Upon delivery of materials / equipment / services, the Supplier / Contractor is obliged to deliver to the Client all the necessary and required supporting documentation specified in Article 8 of the Terms. All documentation must be submitted in Slovene language.

The Supplier / Contractor will deliver the subject of the contract to the Client within the deadlines and quantities specified in the purchase order and in accordance with the Incoterms clause DDP subcontractor / investor / Procesni inženiring d.o.o. Tovorna ulica 7, 3000 Celje, Slovenia according to the valid INCOTERMS rules, unless otherwise specified in the order. Delivery times in the contract / order are essential and fixed with order confirmation.

Unless otherwise agreed between the Buyer and the Supplier, transportation insurance shall be Against All Risks (AAR) transportation insurance, DDP, delivery to site, Incoterms 2010, full A -terms. Coverage shall be extended to cover loading, unloading and interim storage during the contract term.

The ordered transaction for a certain good / service is automatically terminated upon expiration of the deadline; The Client is not obliged to accept or pay for such goods / services or equipment, which also applies to any undelivered partial deliveries. In the event of termination of the transaction, the Client is entitled to charge the Supplier / Contractor for all damage incurred (directly and indirectly) due to non-fulfillment of the supply of goods / services within a certain period. The Client is entitled to claim 20% flat-rate compensation of the amount of the net contract price for the goods / services or to claim compensation for the actual damage.

Notwithstanding the provisions of the previous paragraph, the ordered transaction for certain goods / services shall not be terminated if the Client immediately after the deadline or no later than 3 working days after the deadline requests delivery of goods / services or if the Client agrees with the Supplier’s / Contractor’s proposal to the time limit for extradition shall be extended accordingly. In this case, the Client is entitled to charge the Supplier / Contractor a default penalty of 0.5% of the contract price for each calendar day between the confirmed delivery date and the actual delivery date, but not more than 10% of the contract price, unless otherwise specified in the contract / order. determined, whereby upon delivery of the subject of the contract, the Contracting Authority is not obliged to specifically declare to the Supplier / Contractor that it reserves the right to request penalties.

PRICES

11. Article

The price is fixed and firm and shall not be subject to escalation unless mutually agreed by both parties in writing. VAT is not included.

In addition to the purchase price, the Supplier / Contractor’s price represents full payment and compensation for all materials, services, costs and expenses incurred by the Supplier / Contractor. The price of the Supplier / Contractor includes all costs for complete delivery and costs for providing the required supporting documentation specified in Article 8 of the Terms, tests and necessary training to the end user and other costs as determined by the Terms.

INVOICES AND PAYMENTS

12. Article

The settlement is performed on the basis specified in the contract / purchase order. The condition for issuing an invoice is the complete supply of equipment / materials / services and the delivery of accompanying documentation from an individual purchase order / contract.

Payment of the invoice is made according to the conditions stated in the purchase order form. If the payment deadline has not been agreed with the Client and the Supplier / Contractor, the payment deadline is considered to be 120 days from the receipt of material / equipment and delivery of all required supporting documents in Article 8 of these Terms.

In the event that the Supplier / Contractor does not deliver the accompanying documentation upon delivery of the equipment / material, the Supplier / Contractor shall renew the payment terms from the date of receipt of the required accompanying documentation.

In the case of the supply of equipment / material / service that has defects or is inadequate, the Client is entitled to withhold payment or part of the payment in proportion to the share of the value of the non-compliant part of the subject of the contract until proper fulfillment.

The Supplier/Contractor shall not, without a prior written consent of the Buyer, assign, sell, pledge or in any other way transfer neither any rights, including receivables, nor any liabilities arising out from the Contract to any third party.

Payment shall be deemed to have been made on the day when the funds of the Supplier / Contractor were transferred from the Client’s current account.

13. Article

Upon signing the contract / purchase order, the Supplier / Contractor issues to the Client the agreed financial security (bank guarantee, etc.) for good, quality and timely execution of contractual obligations in the amount of 10% of the contract / purchase order value.

If financial insurance for good, quality and timely performance of contractual obligations is not agreed in the contract / purchase order, the Supplier / Contractor shall issue a bank guarantee to the Client in the amount of 10% of the value of the contract / purchase order.

Upon delivery and release of the security for the good performance of contractual obligations, the Supplier / Contractor shall issue the agreed financial security to the Client for the elimination of any errors within the warranty period in the amount of 10% of the value of the contract / order. The Client has the right to use financial security in the event that the Supplier / Contractor does not eliminate all identified defects and deficiencies within the warranty period.

If the financial insurance for the elimination of defects within the warranty period is not agreed in the contract / order, the Supplier / Contractor shall issue a bank guarantee to the Client in the amount of 10% of the value of the contract / purchase order.

In the event that the Client has to find another Supplier / Contractor within the warranty period for the elimination of defects, it will charge the Supplier / Contractor for these costs. In this case, the Contracting Authority will charge the Supplier / Contractor 10% of overheads on the value of the supply, which will be performed by another Supplier / Contractor instead of the Supplier / Contractor. If the Client does not use the financial insurance, he is obliged to return it to the Supplier / Contractor after the expiration of the warranty period.

14. Article

The advance payment is calculated in accordance with the contract /purchase order. The Supplier / Contractor shall issue the agreed financial security for the advance payment insurance.

If the Supplier / Contractor fulfills the order in accordance with the Client’s Terms, the Client returns the financial security to the Supplier / Contractor.

In the event that the Supplier / Contractor fails to fulfill the order in accordance with the Client’s Terms, the Client shall redeem the given financial security for the advance payment.

TAKEOVER AND CLAIMS

15. Article

Supply of materials / equipment / services in accordance with the requirements of the contract (standards, quality regulations PI) is undertaken according to the documents of the Supplier / Contractor at the expense of the Supplier / Contractor. Unless otherwise specified in the contract, the subject of the contract shall be delivered at the Client’s registered office; the risk of destruction or damage to the subject of the contract passes to the Client at the moment when the Client has taken over the subject of the contract. The Contracting Authority shall take over the quantity and quality of the subject of the contract. Any obvious errors regarding the quality or quantity of the subject of the contract will be advertised by the Client at the time of receipt. Hidden defects will be advertised by the Client as soon as they are noticed during regular operation.

Acceptance of the subject of the contract by the Contracting Authority does not exclude the liability of the Supplier / Contractor for incorrect fulfillment or non-fulfillment of the order. In this sense, the Supplier / Contractor waives the objection of untimely notification of the defect.

In the event that the Contracting Authority rejects the subject of the contract at the time of acceptance or later in the course of regular operation, the Contracting Authority shall notify the Supplier / Contractor in writing, whereby the Contracting Authority may: (i) withdraw from the contract; (ii) accept the subject of the contract with a corresponding reduction in the price; (iii) require the Supplier / Contractor to replace the subject of the contract at the expense of the Supplier / Contractor, in whole or in part, so that the quality of the goods / services is in accordance with the requirements of the contract; (iv) in the event that the Supplier / Contractor does not replace or repair the subject of the contract, repair or execute the supply by another Supplier / Contractor at the expense of the Supplier / Contractor.

In case of unsatisfactory quality of the subject of the contract, the Client is not obliged to take over or pay for such goods / services or equipment. In this case, the Contracting Authority is also entitled to a lump sum compensation under Article 10 of the Conditions.

The supply of materials / equipment / services without the required supporting documentation is also considered unsatisfactory quality of the subject of the contract.

The Contracting Authority has the right to demand from the Supplier / Contractor payment or reimbursement of all incurred costs, expenses and damages resulting from the subject of the contract which is defective or otherwise inappropriate and supplied by the Supplier / Contractor, including (but not limited to) , expenses and damage incurred by the Client or the end user of the subject of the contract or the product in which the subject of the contract is installed.

The costs incurred as a result of a defective or otherwise inappropriate subject of the contract shall be subject in particular to: (i) the cost of a complaint in the amount of EUR 10.00; (ii) costs related to the elimination of non-conformities (delays, repairs, etc.), which are charged according to the work actually performed and the price list of the contracting authority’s work operations in force at any given time; (iii) the cost of storing the subject of the contract; (iv) any other costs.

WARRANTY

16. Article

The Supplier / Contractor guarantees that the subject of the contract will be free from defects in material, workmanship and operation in accordance with the requirements, specifications, documents, drawings and standards applicable to the contract, free from design defects, required quality and suitable for use in in accordance with its special purpose determined by the Client and which was known to the Supplier / Contractor at the time of fulfilling the contract or should have been known to him.

Supplier/Contractor guarantees the quality, professionalism and full functionality of the material / equipment supplied for the entire warranty period, is at least 36 months after the successful acceptance of material / equipment (technical inspection or acceptance of the facility; or all the time the warranty period required by the investor and specified in the contract / order The installed equipment / material is covered by the manufacturer’s warranty, unless otherwise specified in the contract / purchase order.

In the event that the Supplier / Contractor does not submit the warranty documentation to the Client upon delivery, the warranty period of at least 36 months after the successful completion of the takeover by the investor shall be taken into account.

During the warranty period, the Supplier / Contractor is obliged to eliminate the deficiencies within the agreed period. This mutually agreed deadline must be set no later than 5 days after the request of the Client. If the Supplier / Contractor does not respond to the call within this period, the Client will find another Supplier / Contractor who will correct the errors at the expense of the Supplier / Contractor. The deadline for the elimination of deficiencies after the technical inspection is set by the technical inspection commission. The Supplier / Contractor / Contractor must respect this agreed deadline.

NOTICES, AMENDMENTS AND TERMINATION

17. Article

The Supplier / Contractor may not terminate the contract / purchase order. If he terminates the contract /purchase order, he bears all costs connected with the termination. The Client may terminate the contract / purchase order with the Supplier / Contractor if the works by the Investor are interrupted or if the supply of materials / equipment, which the Supplier / Contractor supplies, is canceled. The Client is obliged to inform the Supplier / Contractor in time about the interruption of the supply. Costs of the Supplier / Contractor, which would be incurred by non-delivery, are recognized proportionally, in accordance with the contract / purchase order between the Client and the Investor.

18. Article

Any notices, demands, requests under the Contract shall be in writing and shall be deemed to have been given when delivered personally or when sent by registered mail or addresses of the respective party.

A written form is required for any Amendments to the Contract to become valid.

ENVIRONMENTAL MANAGEMENT

19. Article

The Supplier / Contractor must be aware of the environmental impacts caused by his supply of materials / equipment / services on the project.

For each storage of hazardous substances on the construction site, the Supplier / Contractor must obtain an approved Proposal for storage and handling (instructions) and a list of hazardous substances from the Client. The Supplier / Contractor must enclose valid Safety Data Sheets with each delivery of hazardous substances.

The client is the holder and acquirer of the ISO 9001: 2015 standard (quality management system).

By signing the contract or by accepting the purchase order, the Supplier / Contractor undertakes to respect and comply with the Client’s quality policy, applicable environmental legislation, legislation on safety and health of the Republic of Slovenia and the EU and instructions of the Client in the field of supply of materials / equipment / services quality and environmental policies, which include waste management, work with hazardous chemicals or substances and handling in case of emergencies, with which the Client will be informed.

In case of non-compliance with the aforementioned and consequently the occurrence of damage, the Supplier / Contractor is liable to the Client for all damage, including any penalties, fines or. other monetary measures imposed by the competent inspectors or other bodies.

20. Article

The supplier / contractor must provide equipment and procedures for cases of emergency during the execution of works for the client or investor (fire, flood, storm, accidents, spillage of hazardous substances).

21. Article

The supplier / contractor is responsible for the proper collection and proper disposal of waste, as well as for the handling of packaging, which must be kept in accordance with the applicable legislation of the Republic of Slovenia and the EU.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

22.Article

The Supplier / Contractor undertakes to protect business secrets as well as all information of a business nature with which the Supplier / Contractor is acquainted on the basis of a contract / purchase order. This part does not include generally known information that was already known before the conclusion of the contract / purchase order.

The obligation to protect business secrets binds the Supplier / Contractor even after the termination of the contract / purchase order for any reason.

The company Procesni inženiring d.o.o. reserves the right to intellectual property, such as: plans, sketches, schemes and other technical documentation. Intellectual property always remains the property of society. Reproduction, further distribution and disclosure to third parties without the consent of Procesni inženiring d.o.o. not allowed.

MANAGEMENT CHANGES

23. Article

The Supplier / Contractor undertakes in the event of any status change, especially changes in the company’s share capital, changes in the company’s owner with a share of more than 10% of the company’s share capital, status transformation of the company, division of the company, merger, etc., immediately but no later than 15 days from the entry into force of the change, by registered mail with a return receipt to inform the customer.

In the above case, the Client has the right to:

– terminate the contract within 30 days of receipt of the notification referred to in paragraph 1 of this Article by a written statement sent to the Supplier / Contractor by registered letter with acknowledgment of receipt, with withdrawal from service. but

– within 10 days of receiving the notification referred to in the first paragraph of this Article, request additional insurance of their claims against the Supplier / Contractor. If the parties do not conclude an agreement on additional insurance of receivables within a further period of 2 months, the Client has the right to terminate the contract in accordance with the previous indent.

If the Supplier / Contractor violates its duty to inform from the first paragraph of this Article, it is obliged to pay the Client a contractual penalty in the amount of 15% of the contractual value / value of the contract.

APLICABLE LAW AND JURISDICTION

24. Article

The Supplier / Contractor and the Client undertake to resolve disputes arising from this contract / purchase order by mutual agreement. In the event that the dispute cannot be resolved amicably, the dispute will be resolved in the competent court of the Client.

25. Article

In the event of a dispute with the Investor in the supply made by the Supplier / Contractor, the Supplier / Contractor is obliged to act on the part of the Client.

Procesni Inženiring d.o.o.

Celje, 1.7.2022