1. General

The General Purchase Terms and Conditions regulate the contractual relationship between the company ALPMETAL & CO, d.o.o., Selca (hereinafter the Client) and third parties (hereinafter the Supplier). The client orders and consequently buys goods or services from the supplier. The conditions apply to all relations between the client and the supplier, unless the client and the supplier have agreed otherwise in writing on a case-by-case basis. The General Terms and Conditions of Purchase are an integral part of the contract and are binding on the client and the supplier.

The supplier's business conditions are not binding on the client, even if the client has not explicitly rejected them. All provisions or the general terms and conditions of the supplier apply only if they are confirmed in writing by the client. No other act of the client (eg acceptance of goods or payment) is considered as consent to their use.

The General Purchase Terms and Conditions are valid until canceled.

2. Order and subject of the agreement

The contracting authority will in the issued individual written order specify the goods that are the subject of the order, the delivery time and, if necessary, the specific purpose of use. The supplier must reject the order in writing within 3 working days, otherwise the order is considered accepted and confirmed.

The supplier must indicate on all documents the reference number of the contracting authority, the customs tariff number and the origin of the goods. The client is not bound by the order if the supplier has made any changes to the order confirmation that were not approved in writing by the client.

The supplier's scope of delivery is production, assembly, testing, delivery to the agreed place of delivery and other services for the proper fulfillment of the order. The scope of delivery without additional costs for the client also includes documents on origin, production, composition of materials, certificates, declarations, wherever and whenever these are necessary for verification of goods and verification of conformity of goods with legal requirements.

3. Price, payment terms and invoicing

Unless otherwise agreed, the price is agreed fixed. Unilateral price change is not allowed. The price is without VAT, but includes all costs of handling, packaging and storage. Unless otherwise agreed, the payment deadline is 60 days after delivery.

The invoice must contain all the information of the client and the supplier: address, VAT ID, bank account number, order number, date of dispatch of goods or performed services, name of goods or services, quantity, price, currency of payment and parity of goods.

It is the client's obligation to pay the invoice up to the payment date. Payment is considered to be made when the client's bank executes the payment order, regardless of whether the funds have arrived on the supplier's account.

In the event of a delay in delivery to the client or in the event of any costs incurred, the client is entitled to charge the supplier a penalty in the amount of the costs incurred.

4. Supply of goods and services and delivery time

The supplier delivers the goods under the terms of Incoterms 2020, unless otherwise agreed.

The supplier must goods and services deliver in accordance with the contract or orders of the client. Supplies that deviate from the order must be approved in writing in advance by the client. If the subject of the contract is not delivered within the delivery time, the supplier and the client must agree in writing on an extended delivery time, which is still acceptable to the client. In the event that the supplier is unable to provide delivery even after the extended delivery period, the client has the right to cancel the order in writing.

The delivery note and any other documents specified in the order (technical instructions, safety data sheets, quality certificates, etc.) shall be attached to each consignment or invoice. Each delivery note must contain information about the order number, the exact description of the goods and services, quantity, weight and number packaging units (pallets, crates, cardboard packaging). If the delivery note is not attached, the client is not obliged to make the acceptance until the required documents have been delivered.

In the event of a delay in delivery to the customer or in the event of any costs incurred, the customer is entitled to charge the supplier a penalty in the amount of the costs incurred.

5. Take over, complaints and warranty

Complaints are resolved by the 8D method. The supplier is responsible for enclosing a certificate of quality of the goods with each shipment. The supplier is obliged to repair or replace the defective goods (at the client's choice). All costs associated with the replacement of the goods and the resulting production delays shall be borne by the supplier.

In the event of a defective delivery, the client may reserve the right to withhold part or all payments until the final resolution of the complaint.

6. Quality

Delivered goods or the service must comply with the requirements of the contract and the relevant specifications, drawings and standards. No change is allowed without the written confirmation of the client. At the request of the client, the supplier is obliged to provide all documentation regarding the quality of the delivered goods or services.

6.1 Dangerous substances

The supplier ensures that the delivered goods comply with all regulations in the field of environmental and health protection in force in the EU and Slovenia.

7. Packaging and transport

The supplier must dispatch the goods in accordance with normal commercial practices or in accordance with the instructions given by the client. Responsibility for damage or loss of goods during transport lies solely with the supplier.

8. Goods given to the supplier

Materials, packaging, stencils and tools issued by the client to the supplier in order to fulfil the order remain the property of the client. The supplier may not use them for other purposes or for other clients, and is obliged to store and maintain them in accordance to the principles of good stewardship. Upon delivery of the goods or services, the supplier must also return the remainder of the material, packaging, stencils and tools received at the time of the order. In the event that the supplier does not return this or the returned items are damaged, he is responsible for the damage.

9. Protection of business secrecy

The Supplier is obliged to protect all information, data and technical documentation received from the Client as a business secret and undertakes not to pass this information on to third parties. The supplier is obliged to protect the client's business secrets for 10 years after the end of the business cooperation. The supplier is liable for any unauthorized disclosure of this information under the rules of civil law.

10. Other provisions

All possible disputes arising from the mutual contractual relationship shall be resolved consensually. In the event that the dispute cannot be resolved consensually, the District Court in Kranj is competent to resolve the dispute.