GENERAL TERMS AND CONDITIONS OF METRA INŽENIRING d.o.o.

1. DEFINITIONS

The expressions used in these General Terms and Conditions shall have the following meanings:
– “METRA INŽENIRING” shall be METRA INŽENIRING, družba za proizvodnjo mikroračunalniških merilnih sistemov, d.o.o., Špruha 19, 1236 Trzin, Slovenia, registration No. 53767420000,
– “Client” shall be an entity ordering the delivery of certain goods or services from METRA INŽENIRING,
– “General Terms and Conditions” shall be these General Terms and Conditions of METRA INŽENIRING d.o.o.,
– “Contract” shall be a written contract made between METRA INŽENIRING and the Client.
A Contract shall also be deemed to be
– if METRA INŽENIRING accepts an offer by the Client;
– if the Client accepts an offer by METRA INŽEIRING,
– “Contract conclusion” shall be the day on which:
– METRA INŽENIRING and the Client sign a Contract,
– the Client accepts an offer by METRA INŽENIRING,
– METRA INŽENIRING accepts an offer by the Client,

2. APPLICATION OF GENERAL TERMS AND CONDITIONS

These General Terms and Conditions shall be used to regulate mutual relations between METRA INŽENIRING and the Client regarding the goods and services provided by METRA INŽENIRING, unless expressly specified otherwise in writing or by agreement between the Client and METRA INŽENIRING.

3. SUBJECT OF THE CONTRACT

The goods or services provided by METRA INŽENIRING to the Client are defined by the Contract.
In no case shall offers by the Client addressed to METRA INŽENIRING be accepted tacitly or conclusively but shall require an explicit (written or electronic) expression of will by METRA INŽENIRING to be accepted.
An essential element of the Contract shall in any case be the definition of the type of goods or services and the price.

4. PRICES

Prices for goods or services shall be laid down in the Contract, offer, pro-forma invoice or the price list of METRA INŽENIRING.

5. DATE OF DELIVERY

METRA INŽENIRING undertakes to deliver goods and services to the Client within the period laid down in the Contract.

6. DELIVERY OF GOODS

METRA INŽENIRING will manufacture goods or render a service pursuant to the Client’s requirements in the quality indicated in the product descriptions, specifications and markings of METRA INŽENIRING.
Unless specified otherwise in the Contract, METRA INŽENIRING shall be obliged to deliver goods to the Client by notifying it that the goods are at its disposal at the registered office of METRA INŽENIRING (EXW Trzin – Incoterms).

7. INSPECTION OF GOODS, DEFECTS AND WARRANTY

By concluding the Contract, the Client is aware that goods are to be inspected immediately upon delivery, and any defects and deficiencies are to be notified immediately to METRA INŽENIRING.
If goods are not compliant with the Contract and the General Terms and Conditions, the Client is required to send a warranty report immediately to METRA INŽENIRING.
Upon delivery, the Client undertakes to inspect the goods in detail, whereby acting with due diligence. The ascertainment of the quantity and integrity of received goods and the inspection of damaged goods in damaged packaging alone shall not be deemed to be a detailed inspection of delivered goods.
If the Client accepts goods without any objection, the responsibility of METRA INŽENIRING for any defects in goods shall cease. In any case, METRA INŽENIRING shall be free of responsibility for defects in goods if the Client fails to send a warranty report within 8 days of delivery.
A factual defect shall not be deemed to be a state of goods or damage incurred after the risk has transferred to the Client or as a result of mishandling, improper storage or failure to observe instructions for handling the goods as provided by METRA INŽENIRING. Furthermore, a factual defect shall not be deemed to be a state of goods or damage incurred due to force majeure or external influences beyond the control of METRA INŽENIRING or due to the use of goods for purposes incompatible with the contractually agreed purpose or in cases of abnormal use of the goods.
If the Client or any third party has modified or processed the goods, the Client shall have no claim deriving from factual defects.
The Client shall be obliged to notify regarding hidden defects in writing and immediately upon their discovery. The Client shall bear the entire burden of proving the assumptions in its claim deriving from warranty for defects, particularly proving the defect itself and the timeliness of notifying defects.
METRA INŽENIRING shall not be held responsible for very slight defects.
If METRA INŽENIRING is not given a chance to verify the defects notified, the Client shall have no right to exercise its rights deriving from warranty for defects.
If a defect is shown in goods sold, any financial responsibility of METRA INŽENIRING (tort liability, price reduction, etc.) shall be limited to the amount of the difference between the purchase price and the value of defective items. The mentioned limitation on the tort liability of METRA INŽENIRING shall not apply in the event of a deliberate violation of an obligation or a violation of an obligation due to gross negligence.

8. PROFESSIONAL SECRECY

Any information obtained by the Client in relation to the goods or services sold by METRA INŽENIRING (diagrams, specifications, business records, samples, matrices, models, tools, other manufacturing means, etc.) shall constitute professional secrecy. In relation to the above, METRA INŽENIRING and its employees reserve all copyrights, patent rights, know-how rights, etc. The Client shall be obliged to consider all indicated data as professional secrecy and shall not be allowed to disclose them or make them available to third parties.
In the event of a breach of these provisions, the Client shall be obliged to reimburse METRA INŽENIRING all damaged suffered by the latter in relation to it.

9. RETENTION OF TITLE

The goods of METRA INŽENIRING shall remain the property of METRA INŽENIRING until payment for them is made in full by the Client.
The Client shall be obliged to store the goods of METRA INŽENIRING separately, marking them appropriately, until they are fully paid to METRA INŽENIRING.

10. PAYMENT

Unless specified otherwise in the Contract, the payment deadline shall be 15 days from the date of
– issuance of an invoice or
– delivery of goods.

The Client shall not be entitled to offset or suspend payment for the goods of METRA INŽENIRING deriving from any of its opposing claims, unless in cases where METRA INŽENIRING acknowledges the Client’s claims or when claims have been established by a final decision in judicial proceedings.
The Client shall be obliged to pay for the goods of METRA INŽENIRING within the contractually agreed period or within the period laid down in the General Terms and Conditions. Following the expiry of that period, the Client shall be in arrears and METRA INŽENIRING shall be entitled to request that the Client pay legal default interest as laid down in the Republic of Slovenia.

11. COMPETITIVENESS OF SEVERAL TERMS AND CONDITIONS

The application of these General Terms and Conditions shall be an essential component of the Contract, and METRA INŽENIRING would not conclude a Contract with the Client if the Client’s general terms and conditions were to be used to regulate mutual relations.
If rivalry occurs between these General Terms and Conditions and any general terms and conditions used by the Client, these General Terms and Conditions shall apply, fully repealing and replacing all provisions of the Client’s general terms and conditions regardless of when the general terms and conditions of one contracting party are received by the other contracting party. These General Terms and Conditions shall in particular and expressly repeal the provisions of the Client’s general terms and conditions referring to the application of their general terms and conditions in the event of several general terms and conditions.
It shall be deemed that by executing the Contract, the Client agrees with the application of these General Terms and Conditions regardless of the existence of the Client’s general terms and conditions. If the Client disagrees with the application of these General Terms and Conditions, it is required to notify METRA INŽENIRING thereof in writing upon placing an order or accepting or making an offer, whereby it shall be deemed that the Contract has not been concluded.

12. LAW AND SETTLEMENT OF DISPUTES

The Contract and General Terms and Conditions shall be subject to the substantive law of the Republic of Slovenia.
Any disagreement, dispute or claim relating to or arising from the Contract or its breach, termination or invalidity (“dispute”) shall be resolved amicably by the Parties.
The place of delivery of goods and the place of service rendered shall be the registered office of METRA INŽENIRING.
If an agreement cannot be reached, a dispute shall be resolved before the competent court of Ljubljana.

13. OTHER PROVISIONS

The issues not regulated in the Contract and General Terms and Conditions shall be resolved pursuant to the provisions of the Code of Obligations.
If any of the provisions of the Contract or General Terms and Conditions is or becomes fully or partially invalid or unenforceable or if there is a legal gap in the Contract, this shall not affect the remaining contractual provisions. In such cases, the Contracting Parties undertake to replace the invalid or unenforceable or non-existent provision with a provision that is closest to the purpose and aim of the Contract and the will of the Contracting Parties.
The content of the Contract and General Terms and Conditions shall replace any previous negotiations, communications and other arrangements made in writing, electronically or verbally between the Parties relating to the subject of the Contract.
Any amendments and supplements to the Contract and General Terms and Conditions shall only be possible and valid if they are made in writing.

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