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

1. DEFINITIONS

(1) 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.

(2) 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 INŽENIRING,

(3) Term “Contract conclusion” shall be the moment 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

(1) 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.

(2) These General Terms and Conditions are published on METRA INŽENIRING’s web page.

3. SUBJECT OF THE CONTRACT

(1) The goods or services provided by METRA INŽENIRING to the Client are defined by the the offer or by the Contract.

(2) 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.

(3) 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

(1) 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

(1) METRA INŽENIRING undertakes to deliver goods and services to the Client within the period laid down in the offer or in the Contract.

6. DELIVERY OF GOODS

(1) 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.

(2) 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 METRA INŽENIRING – Incoterms 2016).

(3) The Client shall not cancel any of its orders for the Products, or return previously delivered Products, without METRA INŽENIRING’s written consent. In event METRA INŽENIRING agrees with the cancellation, all returns to METRA INŽENIRING shall be freight and insurance prepaid and otherwise in accordance with the terms specified by METRA INŽENIRING.

(4) The Client shall not attempt to further re-export or otherwise sell or deliver the Products, without prior written consent of the METRA INŽENIRING. Any delivery (sale, resale, disposal, etc.) of goods and services including any associated technology or documentation may be governed by Slovenian, EU, US export control regulations as well as by the export control regulations of further countries. Any delivery of goods to embargoed countries or to denied persons or persons that use or may use the goods for military purposes, ABC weapons or nuclear technology is subject to an official license. Client declares with his order the conformity with such statutes and regulations and that the goods will not directly or indirectly delivered into countries that prohibit or restrict the import of such goods. Client declares to have obtained all licenses required for export and import.

7. INSPECTION OF GOODS, DEFECTS AND WARRANTY

(1) 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, so that the damage on the goods is described in detail, pictured or otherwise documented, and sends METRA INŽENIRING a description of the error with the proofs. If goods are not compliant with the Contract and the General Terms and Conditions, the Client is required to concretely criticise factual defects and send a warranty report immediately to METRA INŽENIRING.

(2) 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.

(3) 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.

(4) 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.

(5) If the Client or any third party has modified or processed the goods, the Client shall have no claim deriving from factual defects.

(6) 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.

(7) METRA INŽENIRING shall not be held responsible for slight defects.

(8) 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.

(9) 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.

8. PROFESSIONAL SECRECY

(1) Any information obtained by the Client in relation to the goods or services sold by METRA INŽENIRING (diagrams, specifications, business records, samples, matrices, shematics, gerber files, source codes, bills of materials (BOMs), 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.

(2) 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

(1) The goods of METRA INŽENIRING shall remain the property of METRA INŽENIRING until payment for them is made in full by the Client.

10. PAYMENT

(1) 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 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 by the substantive law of the Republic of Slovenia.

(2) 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.

11. INTELLECTUAL PROPERTY RIGHTS

(1) The Client accepts that all Intellectual Property Rights of the METRA INŽENIRING (or where applicable, the third party from whom its right to use the Intellectual Property Rights has derived), including but not limited to patents, trademarks, copyright, know-how or trade secrets, shall remain the exclusive property of the METRA INŽENIRING and that nothing in relation to the Contract shall operate as a transfer or license of such. The Client agrees not to utilize METRA INŽENIRING’s intellectual property for its own purposes or the purposes of third parties, other than as expressly permitted in writing by METRA INŽENIRING.

(2) The Client agrees that only METRA INŽENIRING (or its Affiliates) shall have the right to enhance or otherwise modify the Product, software or service.

12. SOFTWARE LICENSE

(1) METRA INŽENIRING grants to Client a right and license to use the software contained in the products solely in connection with the Products bought from METRA INŽENIRING. Software programs will fully remain the property of METRA INŽENIRING. No program, documentation or subsequent upgrade thereof may be disclosed to any third party or end user, without the prior written consent by METRA INŽENIRING, nor may they be copied or otherwise duplicated, even for the Client’s internal needs. Client may not de-compile, reverse engineer, disassemble or otherwise reduce the code of the Software. METRA INŽENIRING reserves all rights not expressly granted to the Client.

(2) Client acknowledges and agrees that such software is proprietary to METRA INŽENIRING and that Client has no rights in the software other than the limited license above. Client shall not copy, decompile or disassemble the software and shall prohibit end users from doing so.

(3) This license allows the Client to install the Software in a single location on a hard disk or other storage device; install and use the Software on a file server for use on a network for the purpose of permanent installation onto hard disks or other storage devices or use the Software over such network.

(4) Restrictions with software contained in the products:
– Client may not de-compile, reverse engineer, disassemble or otherwise reduce the code of the Software to a human perceivable form;
– Client may not modify, adapt the software, or create derivative works based in the software;
– the Software is copyrighted. Unauthorised copying of the Software, including portions thereof or the written materials, is expressly forbidden.

13. WARRANTY

(1) METRA INŽENIRING warrants that the Products, when installed by a properly trained technician, shall perform in accordance with specifications as published by METRA INŽENIRING under normal use and conditions for a warranty period of 12 months. Such warranty period shall commence on the date of the shipment.

(2) The foregoing warranty is conditioned upon:
– the proper use, maintenance, management and supervision of the Products,
– a suitable operating environment for the Products,
– the absence of any intentional or negligent act or other cause external to the Products affecting their operability, and
– METRA INŽENIRING’s trademarks not being defaced or removed from the Products.

(3) This constitutes the sole warranty made by company either expressed or implied. There are no other warranties expressed or implied which extend beyond the face hereof, herein, including the implied warranties of merchantability and fitness for a particular purpose. In no event shall the METRA INŽENIRING be liable for any incidental or consequential damages and Client’s remedies shall be limited to repair or replacement of nonconforming units or parts.

14. LIMITATION OF LIABILITY

(1) The Warranty stated in Clause 13 above, sets forth the full extent od METRA INŽENIRING’s liability with respect to the sell of the Products and its use. All other liabilities, responsabilities or warranties, express, implied or statutory, are expressly excluded.

(2) In case of a breach of contractual obligations, defective deliveries or tortuous acts, METRA INŽENIRING shall only be obliged to compensate damages or expenses – subject to any other contractual or statutory conditions for liability – if METRA INŽENIRING has acted intentionally or with gross negligence.

(3) METRA INŽENIRING’s sole obligation for breach of warranty and Clients exclusive remedy therefor shall be, on METRA INŽENIRING’S option, repairing or replacing, on an exchange basis, subassemblies or component parts or any defective systems, free of charge. Such obligation shall arise only when Client has provided principal with written notice of the breach during the applicable warranty period.

(4) METRA INŽENIRING sells the goods to the Client on the Ex Works (EXW – Incoterms) store in Trzin, unless otherwise agreed at the time of signing the Contract. The risk of destruction or deterioration of the goods passes to the customer at the moment the goods are dispatched from the METRA INŽENIRING’s warehouse, and even in the event of a delay in the acceptance of goods by the Client.

(5) This remedy is in lieu and to the exclusion of all other remedies, obligations or liabilities on the part of principal for damages, whether in contract, tort or otherwise, including, but not limited to, damages for any defects in the products or for any injury, damage or loss resulting from such defects or from any work done in connection therewith or for consequential loss, whether based upon lost goodwill, lost resale profits, impairment of other goods or arising from claims by third parties or otherwise.

(6) METRA INŽENIRING shall not be liable for any incidental or consequential damages (including damages for lost business profits, loss of information, business interruption, or the like) arising out of the use or inability to use the product or/and software even if METRA INŽENIRING or its representative have been advised of the possibility of such damages.

(7) No warranty shall apply to any Product that has been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards.

(8) The amount of the guarantee, damages or other liability of METRA INŽENIRING can not exceed the charged value of the ordered products (maximum of the invoince value of the delivered products and/or the rendered services to which the claims judged to be well-founded related or relate).

15. INDEMNIFICATION AND INSURANCE

(1) Client shall indemnify, defend and hold harmless METRA INŽENIRING, its Affiliates, subsidiaries, parent, officers, directors, employees, agents, successors and permitted assigns (the “Indemnified Parties”) in connection with any claims, liabilities, suits, demands, actions, fines, damages, losses, costs and expenses, including reasonable attorneys’ fees and court costs (collectively, “Claims”), arising out of or resulting from:
– injury to or death of any person, or damage to or loss of improvements to real property or tangible personal property arising out of the further sale or use of the products in the Market;
– breach of any provision of the Contract.

(2) If a third party files a Claim (including any Claim brought by Clients customers) against the METRA INŽENIRING or the Indemnified Parties, arising out of or connected to the design, manufacture, packaging, marketing, use or sale of the Products, the Client shall indemnify, defend and hold harmless Principle or its Affiliates, subsidiaries, parent, officers, directors, employees, agents, successors and permitted assigns from and against any third party Claim against said Claim.

(3) Client must, at its own expense, maintain insurance with a financially sound and reputable insurance company or association in such amounts and covering such risks as are usually carried by companies engaged in the same or similar business, including but not limited to insurance against claims of product liability.

16. COMPETITIVENESS OF SEVERAL TERMS AND CONDITIONS

(1) 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.

(2) 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.

(3) 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.

17. LAW AND SETTLEMENT OF DISPUTES

(1) The Contract and General Terms and Conditions shall be subject to the substantive law of the Republic of Slovenia.

(2) 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.

(3) If an agreement cannot be reached, a dispute shall be resolved before the competent court of Ljubljana, Slovenia.

18. OTHER PROVISIONS

(1) The issues not regulated in the Contract and General Terms and Conditions shall be resolved pursuant to the provisions of the Slovenian Code of Obligations.

(2) 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.

(3) 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.

(4) 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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