Version 3, valid from 31th March 2020

1. SUBJECT AND SCOPE OF THE GENERAL SALES CONDITIONS

1.1 These general terms and conditions (hereinafter referred to as: “General Sales Conditions” or “GSCs”) shall regulate the relationships between any affiliated company in the Impol Group, which acts as a seller (hereinafter referred to individually as: “Seller”) and the buyers of goods and products offered by Seller (hereinafter referred to individually as: “Buyer”). These General Sales Conditions shall apply to all legal relationships between the Seller and the Buyer, except if the Seller and Buyer expressly agree otherwise with regard to individual rights or obligations. Only agreements concluded in writing shall apply. These General Terms and Conditions only apply in relation to companies, business people, legal entities under public law or separate estates under public law.

1.2 In case of agreements between the Seller and the Buyer, which regulate individual rights and obligations differently than these General Sales Conditions, this shall not affect the validity of the remaining provisions of these GSCs. These GSCs shall prevail over any and all general purchase conditions or other referenced terms and conditions of the Buyer, unless the Seller and the Buyer expressly agrees to such terms and conditions in writing in a formal document executed by at least two (2) duly authorized representatives of the Seller. By accepting the offer or the products delivered and/or services rendered by Seller, concluding the contract and with each placement of an order or in any other mutually acceptable manner the Buyer confirms that it accepts these GSCs and that it fully agrees with their content.

2. CONCLUSION OF THE CONTRACT AND INDIVIDUAL PURCHASE

2.1 A contract between Seller and Buyer is concluded when the Seller and Buyer sign a written Contract or when the Seller and the Buyer agree upon essential elements of the contract in accordance with these GSC. The Seller and Buyer may conclude the contract with which they determine the volume and type of goods or services, the supply dates and price for the entire contract duration. If with the contract the parties agree on a later specification of the goods, the Buyer undertakes to forward the order specification in the agreed period of time. In case the Buyer fails to submit the specification in time, the Seller may withdraw from the contract and charge the Buyer the costs of withdrawal from the contract in the amount specified in point 6 of these GSCs. If the Buyer fails to forward each specification in time in accordance with the contract, the Seller may demand Buyer to do so.

2.2 Ordering takes place on the basis of applicable price list at the time of the quotation by the Seller, on the forwarded offer or contract concluded with a Buyer. Each order must include basic information about the Buyer entity and the type, volume and desired supply date of the ordered goods. The order must be forwarded to the Seller in writing (e.g. via mail, fax or e-mail) or, if agreed between Seller and Buyer, via other electronic methods such as EDI (Electronic Data Interchange). The order shall oblige the Buyer to purchase all of the goods specified in the quotation and pay the full amount quoted by Seller, and only then to enforce its eventual rights, unless agreed otherwise.

2.3 The offer shall oblige the Seller up to the date of the offer validity specified in the offer. The contract shall be concluded when the Buyer accepts the offer within the period of time of the offer validity and informs the Seller about this. If the Buyer accepts the offer after the expiry of the period of time of its validity, the Seller shall have the right to decide freely whether to accept the order or not.

2.4 After receiving the Buyer’s purchase order, the Seller shall issue an order confirmation or confirm electronically to the Buyer. The confirmation shall confirm the basic information about the legal entity of the Seller, the type of goods, the volume, price and confirmed supply date, and any other information relating to the contract. Unless the Buyer rejects the confirmation within three (3) days upon receipt, it shall be deemed that the Buyer entirely agrees with the contract or order confirmation and the conditions specified in it and the content of the confirmation shall be deemed final and binding between the Buyer and Seller.

2.5 If the Buyer rejected the order confirmation, which is in accordance with its order, and the Seller incurred costs due to this, the Seller may charge these costs to the Buyer.

3. DISPATCHING AND TAKING OVER GOODS

3.1 The supply period (lead time) shall begin on the date Seller issues a binding order confirmation to the Buyer. The Seller reserves the right to extend the delivery date in case of Force Majeure.The Seller shall be obliged to immediately inform the Buyer about the occurrence or conclusion of Force Majeure.

3.2 The supply period shall be deemed extended appropriately, without the Buyer being able to assert any claims against Seller.Unless otherwise agreed in writing, the Seller shall supply the products, FCA Impol (Incoterms 2020), in accordance with the standard methods of the Seller for packing and delivering.

3.3 Unless otherwise agreed in writing, the Buyer shall obtain at its own costs all the necessary import licenses and other consents, which are necessary in order to ship the product, and shall forward them to the Seller.

3.4  If the Buyer does not take over the goods in the agreed period of time, the Seller may charge the Buyer a lump sum of EUR 10.00 per tonne for each day of delay as liquidated damages for the costs incurred by Seller. The risk of accidentally destroying or damaging the goods shall be transfer to the Buyer on the day when the Buyer starts to be in delay. The amount Seller may claim per month in liquidated damages shall be limited to five percent (5%) of the value of the goods for which Buyer is in delay. In the event Seller claims actual damages exceeding the liquidated damages, any previously paid liquidated damages shall be deducted from such claim to the extent they were paid for the same goods.

3.5  The Seller retains the right to partial supplies.

4. POSTPONING THE DELIVERY DATES

4.1 In case the Buyer wishes to postpone the contractually confirmed delivery date due to any reason and at its own request and the Seller approves this, the Seller shall reserve the right to charge contango cost or other appropriate lump sum for storage costs which may be incurred by Seller.

5. PRICE AND PAYMENT CONDITIONS

5.1 The agreed prices do not contain taxes or any duties, including, but not limited to the value added tax and tax deductions which are charged or are based on amounts paid in accordance with the contract (total taxes). All taxes, related to purchased products, are under the competence of the Buyer (excluding the corporate income tax), unless the Buyer submits a certificate on exemption, which is acceptable for the Seller and relevant tax authorities. The Seller shall, if possible, calculate taxes as a separate item on the invoice issued to the Buyer. If the certificate on exemption, submitted by the Buyer, is deemed to be invalid, the Buyer shall pay to the Seller the amount of the tax and eventual penalties and related interests.

5.2 All payments shall be carried out on the basis of issued invoices. The payment due date or payment maturity shall be specified in accordance with contractual provisions on the invoice. In case of late payment, the Seller shall have the right to charge statutory interests on late payment according to the applicable law. Furthermore, the Seller shall have the right in case of failure to pay or fulfil other contractual obligations by the Buyer to stop supplying the products or withdraw from the contract and charge the withdrawal costs to the Buyer. Seller may settle claims due from the concluded contract, interests and other eventual claims by declaring an offset with counter-claims, by assignment, cessation of claims, or. where applicable, multilateral offset through Ajpes (court register of Slovenia) or E-compensations or in any other similar manner. The repayment with the above financial instruments shall be deemed as a normal manner of repaying claims.

5.3 In case of transnational business operations in the EU, the goods shall be supplied to the Buyer without charging VAT, if the Buyer is registered in the VAR register for transnational business operations in the EU.

5.4 The Buyer shall be liable to forward its valid VAT ID to the Seller, which is also evidenced by data in the VAT information exchange system (VIES). For the entire duration of the contract the Buyer shall be liable to preserve the validity of the VAT ID. In case the Buyer forwards an invalid VAT ID or if during the duration of the contract the VAT ID changes (including the expiry of the VAT ID) and the Buyer fails to send a written notice to the Seller about the change within 1 (one) day from the date of the change, the Buyer shall pay the Seller VAT at the applicable rate in Slovenia, on the date when VAT becomes chargeable, and all other related costs (e.g. penalties, interests on late payment, etc.) within 3 (three) days from the Seller’s notice to the Buyer about this.

5.5  The Buyer undertakes not to assign any claim against the Seller to third parties without the Seller’s prior written consent.

6. WITHDRAWAL FROM THE CONTRACT

6.1 The Buyer may withdraw from the contract in writing by the time of shipment of the goods, however, in this case it shall have to pay the Seller all costs incurred to the Seller up to that time. The Buyer shall pay the costs of withdrawal (withdrawal fee) to the Seller also in case the Seller withdraws from the contract/order due to Buyer’s fault. Costs of withdrawal include the difference between the contractual value of Al (aluminium) raw material on the date of conclusion of the contract/order placement and the market value at the time of receiving the withdrawal statement, the labour costs, the service costs, the financing costs and other costs incurred due to the withdrawal from the contract.

6.2 In addition to all other legal remedies at the Seller’s disposal, the Seller may terminate the contract without notice, if the Buyer: (i) fails to pay any amount owed hereunder within 5 (five) days after receiving a written notification on the failure to pay; (ii) is in material breach of the obligations hereunder; or (iii) becomes insolvent or an insolvency proceeding was initiated against it.

6.3 In case it is established after the conclusion of the contract that the Buyer shall not be able to fulfil its contractual obligations, the Seller may, before fulfilling its contractual obligations, require from the Buyer a relevant insurance of this obligations or the payment of the purchase price by advance payment. The Seller may retain the supply of the goods to the Buyer until then. After the expiry of the date set by the Seller for the Buyer to ensure additional insurances or the advance payment, the Seller may withdraw from the contract without notice.

7. EXTENDED RETENTION OF TITLE

7.1 The goods shall remain the property of the Seller even after being handed over to the Buyer’s possession, namely until the Buyer pays the entire purchase price and any other eventual obligations toward the Seller. The Buyer shall be entitled to further sell the products, to which the Seller’s retention of title applies, or may use them for production purposes, under the condition that this is the Buyer’s normal business process and that the Buyer is not late with its payment obligations toward the Seller. In case the Buyer keeps selling the goods to its customers, the Buyer shall have to assign all claims to its customers due to the sale of these goods to the Seller as insurance. The Buyer shall be liable to inform the Seller and the debtor about the assigned claims. In the message the Buyer shall provide all the data that the Seller might require for the eventual recovery of these claims. The Buyer shall also inform its debtor about the retention of title and the cession of claims.

8. WARRANTY, COMPLAINTS AND LIMITATIONS OF LIABILITY

8.1 The Buyer shall be liable to immediately inspect the goods or as soon as possible. The Buyer must immediately point out possible manifest material defects, however, not later than 8 days from the supply date. In case of hidden defects, the Buyer shall issue a complaint immediately, however, not later than 8 days since discovering it. The Seller shall not be liable for hidden defects which become apparent 180 days after receiving the goods.

8.2 A goods deviation of +/- 10 % or a maximum of 3 t per individual order shall be allowed for the supply of goods, whereby this deviation shall not be deemed as a quantity material defect.

8.3 The Seller undertakes to resolve the complaints in a reasonable period of time for all the goods for which the Buyer has a relevant warranty and has timely informed the Seller about the defects.

8.4 Any physical damage of the goods, which is the consequence of impacts, falls, lightning strikes, incorrect parking, etc., shall not be covered by the warranty, except in case the Buyer clearly proves that the Buyer received such goods upon signing the takeover document.

8.5 Moreover, the goods shall lose the warranty for incorrect use, processing and storage.

8.6 The Seller shall not be liable for any damage caused to the Buyer as a consequence of the Seller’s delays in fulfilling its contractual obligations due to incorrect or inaccurate information, specifications, projects or any other information provided by the Buyer.

8.7 The Seller shall also not be liable for any damage not caused directly to the goods, particularly not for loss of profit, damage to other items of the Buyer, damage due to equipment failure, suspension of production and/or other property and non-property damage to the Buyer.

8.8 In any case of the Seller’s liability for damage, the joint and maximum liability of the Seller and of persons related to it, employees, managers and subcontractors, shall be limited to the value of the goods that caused the damaging event.

9. FORCE MAJEURE

9.1 The Seller shall not be liable for possible failures to fulfil its obligations or delays caused by Force Majeure, such as strikes, fires, floods, earthquakes, storms, accidents, traffic congestions, acts by any governmental authority, wars, uprisings or disorders, epidemies, or any other unforeseeable events. Furthermore, the Seller shall not be liable for any failings or delays caused by shortage of workforce, energy, raw material, production capacities or transport.

10. CONFIDENTIALITY

10.1 Confidential information deriving from the contractual relationship and contract documentation shall be treated by the Buyer and Seller  as agreed in NDA, but at least with the same care as they treat their own confidential information and they shall not disclose it to third parties without the prior written consent of the other party. No party shall disclose or use the data referred to in the previous paragraph for any purpose which is not directly related to the execution of the rights and obligations hereunder without the prior written consent of the other party.

10.2 The following shall also be deemed as professional secrecy: drawings, diagrams, calculations, instructions, lists, letters, records, contractual documents and other data in material or non-material form.

11. APPLICABLE LAW

11.1 The law of the Republic of Slovenia shall apply exclusively to these GSCs and the individual contracts formed between Seller and Buyer as well as any dispute arising out of or in relation to these GTCs and the individual contracts. Conflict of law provisions and the UN Convention on contracts on the International Sale of Goods (Vienna Convention on the International Sale of Goods – CISG) shall be expressly excluded. Relevant provisions of the Slovenian legislation and regulations govern all rights and obligations of the contracting parties, which are not expressly defined by the contracts or these GSCs.

11.2 The parties shall resolve any disputes by mutual agreement. Should they fail to do so, the competent court in Maribor, Slovenia, shall have exclusive jurisdiction.

12. FINAL PROVISIONS

12.1 The possible invalidity of an individual provision of the General Sales Conditions or transactions shall not impact the validity of the remaining provisions of these General Sales Conditions and/or transactions in which these General Sales Conditions are included.

12.2 These General Sales Conditions are written in the Slovenian, German and English language. In case of ambiguity or inconsistency, the General Sales Conditions in the Slovenian language shall apply for explanation and interpretation. If the Seller and Buyer are from different countries, communication between them shall be conducted in the English or German language, as the parties agree or in accordance with the practice established between the parties.

12.3 The General Sales Conditions and each amendment shall begin to apply on the date   publication on the Seller’s website – www.impol.si. The General Sales Conditions shall be valid for an undetermined period of time or until their amendment. The Buyer shall be liable to verify the validity of the General Sales Conditions and monitor their eventual amendments on the Seller’s website before concluding the contract.

Date of publication on the website: 31. 3. 2020

© Impol d.o.o., all rights reserved

GENERAL PURCHASE CONDITIONS

Version 2, valid from 16/09/2019

1. Validity: 

The present general purchase conditions (henceforth: General conditions) shall be valid for all transactions concluded by the Impol Group (henceforth: Ordering party) with suppliers, contractors or vendors (henceforth: Suppliers) for the purchase of equipment, material, products or services (henceforth: Goods or Service). The present General conditions are an integral part of all transactions concluded between the Ordering party and the Supplier. In case of deviations between these General conditions and the provisions in the contract, the provisions in the contracts shall apply.

The present General conditions shall have precedence over eventual general and special conditions of the Supplier or they shall exclude them. The general and special conditions of the Supplier shall bind the Ordering party only in case of express written agreement.

The Supplier may at any time view the General conditions on the Ordering party’s website: www.impol.si.

2. Transaction conclusion and amendment:

Transactions and their amendments shall be concluded in written form. The Ordering party shall confirm eventual oral agreements in written form, otherwise they shall not apply.

The Supplier shall be liable to confirm in writing the Ordering party’s order within 7 days from its receipt. Should the Supplier fail to do so in the specified period of time, the Ordering party shall have the right to cancel the order in the subsequent 7 days, otherwise the order shall be deemed as accepted, even though the Supplier failed to confirm it in writing.

3. Prices: 

The prices indicated in each individual transaction are fixed and binding, and they may be not modified without the Ordering party’s written consent. In case of aluminium supply, the prices shall be set in accordance with agreement and it shall be sufficient that the contract defines only the formula for setting or calculating the price and not the final price.

If not otherwise agreed by an individual transaction or contract, the price under the DDP clause (Incoterms 2010) shall apply.

4. Delivery date and contractual penalty:

The delivery date shall be specified with each individual transaction or contract. The delivery date shall be binding and may be amended only by the Ordering party’s written consent.

In case that the Supplier is unable to deliver the Goods in the agreed period of time due to force majeure, the Supplier shall offer the Ordering party a new delivery date. If the new delivery date is not convenient to the Ordering party, the Ordering party shall reserve the right to partially or entirely cancel the order and request the reimbursement of the costs and damage that may be incurred.

Partial deliveries of the ordered Goods shall be allowed only with a prior written consent by the Ordering party.

Should the Supplier be late in delivering the Goods, the Ordering party shall have the right at its own discretion to withdraw from the contract without notice or to charge the Supplier a contractual penalty amounting to 0.5% of the contract value for each started calendar day of delay, however, not more than 10% of the final contract value. If the damage incurred by the Ordering party is greater than the contractual penalty, the Ordering party shall also have the right to request the difference up to the full compensation for damage.

In case of early delivery, the Ordering party may refuse to accept the Goods.

5. Contractual volume:

Deliveries may deviate from the contractually agreed volume by no more than +/-2% of the contractually agreed volume.

6. Physical takeover of Goods: 

The Ordering party (excluding Rondal d. o. o.) shall carry out the acceptance of the Goods at its headquarters from Monday to Thursday, between 6.00 and 15.00, and between 6.00 and 13.00 every Friday. Rondal d. o. o. shall carry out the acceptance of Goods at its headquarters every day from 6.00 to 14.00.

Goods may not be accepted on Saturdays, Sundays and during holidays. A written consent must be obtained from the Ordering party for every deviation from the days indicated above.

7. Packaging and packing: 

The packaging and/or goods must be ecologically sound in accordance with the standards for which the supplier shall obtain a relevant statement of compliance. Packaging must not contain heavy metals and dangerous substances, and the concentrations of lead, cadmium, mercury, and hexavalent chromium in the packaging or in the packaging material must not exceed 0.01% (m/m).

At the request of the Ordering party, the Supplier shall be liable to draw up and present a packaging and labelling proposal which the Ordering party shall confirm before deliveries being carried out. The Supplier shall pack and label the Goods in a professional manner, unless otherwise requested by the Ordering party. The Supplier shall be entirely liable for damage to the Goods and for incorrect or defective packaging.

8. Acceptance documentation: 

The Goods shall be accompanied at all times by a delivery note signed by the Supplier and the manufacturer’s attestation in case of delivery of raw material and material for the use of which chemical composition is of key importance. In case that additional documentation or samples are required for each individual transaction, these shall have to be handed over with the Goods upon their acceptance.

9. Invoicing and payment conditions:

Invoicing shall be carried out after each individual transaction. Each invoice shall be issued in accordance with the conditions of each individual transaction and shall be accompanied by a delivery note signed by the Ordering party’s responsible person accepting the Goods/Service. In case of partial deliveries, the entire invoice may be issued after the last partial delivery being carried out.

The invoice must bear the order number.

In case that the invoice sent to the Ordering party by the Supplier is incomplete or incorrect, the Ordering party may reject it or may request a new one to be issued, and the Supplier shall not have the right to charge the Ordering party any interests on late payment for such rejected invoice.

An offset, assignment, assignment of claims, multilateral offset or other similar payment method shall also count as an ordinary payment method.

10. Delivery implementation – transfer of risk:

Delivery, takeover of Goods and transfer of risk depend on the agreed parity (Incoterms 2010) in the transaction.

If not otherwise agreed in each individual transaction, it shall be deemed that the delivery location is the Ordering party’s warehouse according to the DDP parity (Incoterms 2010). As an exception, Goods may be accepted at another location, of which the Ordering party shall inform the Supplier by prior written notice.

11. Quality: 

The Supplier guarantees the quality of the ordered Goods. The Supplier shall also guarantee that all the supplied Goods and its parts are original and shall be liable to deliver the ordered Goods in accordance with the contract and all the attached documentation (particularly plans and technical description of the Goods), and in accordance with international, national and technical standards. The Goods shall have the regular characteristics and the characteristics for which the parties specifically agreed upon, and shall correspond to the standard characteristics of the Supplier’s Goods. If the Supplier is aware of the purpose for which the Ordering party shall use the Goods, it shall also have the characteristics for the known use.

The Supplier shall not make any amendments to the Goods or Product without prior written consent of the Ordering party.

The Suppliers shall set up a system for identifying non-compliant Products or Goods, namely by not supplying to the Ordering party the Products/Goods that fail to meet the quality requirements of the Ordering party. The Suppliers shall set up a system for managing documents, namely by ensuring the use of the most recent applicable technical specifications of the Ordering party.

The Supplier shall ensure that its employees are aware of their responsibilities regarding the quality and compliance of the Goods/Service.

After prior announcement, the Ordering party may carry out an inspection and assessment at the Supplier in order to ascertain if all the conditions referred to in the technical documentation (PTP) are met.  Should any inconsistencies be established during such inspection at the Supplier and the Supplier fails to remedy them even after being warned by the Ordering party, the latter may withdraw from the contract.

In case of established inconsistencies of the supplied Product/Goods, the Supplier must fill in the “8D report” and immediately or in the agreed period of time implement corrective measures in order to remedy the non-compliance.

In order to ensure quality, the Supplier shall also maintain a tracking system from raw material to product.

12. Complaints with regard to volume and quality: 

The Ordering party undertakes to issue a complaint with regard to the volume immediately after takeover, however, not later than within 5 working days after acceptance, and shall issue a complaint with regard to quality immediately after defect was noticed, however, not later than within 6 months after acceptance. The Supplier shall address any defect after receiving the complaint within 30 days after receiving the complaint or in the shortest time possible, if specifically agreed upon between the Supplier and the Ordering party, and undertakes to reimburse the Ordering party all the damage incurred (e.g. costs of suspension of production, damaged products, etc.). All costs relating to the complaint, in particular costs of returning the Goods to the Supplier, the costs of addressing the complaint, the verifications and tests, and the costs of delivering suitable Goods shall be borne by the Supplier.

In case of the Supplier’s inactivity or in emergency cases, the Ordering party shall have the right to rectify the deficiencies itself or with the assistance of a third party. The Supplier shall bear all costs related to this in their entirety.

13. Compliance with the legislation

The Supplier shall guarantee that the Goods supplied or Service provided comply with all the legal requirements governing the quality and safety of the Goods/Service.

14. Sustainable development

The Supplier guarantees that it operates ethically and recognises the meaning of fairness and integrity in conducting business. In conducting business the Supplier observes the provisions of the Code of Conduct for suppliers of the Impol Group and reasonably observes the provisions of the Code of Business Conduct and the Policies of the Impol Group, which are accessible at www.impol.si.

The Supplier guarantees that it observes all statutory regulations, including competition law.

The Supplier guarantees that in conducting business it does not allow for any corruption and bribing or any other illegal practices to occur in the area of its business operations. In conducting its operations the Supplier shall not request, receive, offer or assign any undue benefit, if it is contrary to the moral norms, or any other advantages.

WithThe Supplier undertakes to reduce the impact of its products and services on the environment throughout their entire life cycle.

regard to the collection and processing of personal data, the Supplier shall operate in accordance with the relevant legislation in the area of protection of personal data, where applicable, in accordance with the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 27/04/2016 concerning the protection of individuals with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (GDPR) with the purpose of protecting the privacy of individuals.

The Supplier shall observe all applicable social, labour and and legal regulations, including international standards in the area of labour and the Universal Declaration of Human Rights, and shall not avoid safeguarding employees‘ rights by concluding different forms of work which represent disguised employment, particularly the Supplier shall:

• ensure that its employees and candidates for employment are protected against discrimination, sexual and other types of harassment and mobbing in the workplace;
• ensure that the entering and exiting employment is voluntary and shall not avail itself of any form of forced labour and child labour;
• respect the right to trade union freedom and collective negotiation;
• ensure payment to its employees for the performed work in accordance with the international standards, applicable legislation and collective agreements;
• ensure that working hours of employees are compliant with the international standards applicable legislation and collective agreements;
• ensure hygienic working conditions;
• ensure a safe and healthy working environment for its employees, contractors and visitors and shall adopt all measures necessary for the safety and health at work in accordance with the applicable legislation and relevant standards;
• act in a socially responsible manner.

Moreover, the Supplier undertakes to use sources responsibly with the intention of preserving nature and the environment in accordance with the principle of the rights of future generations and shall observe the applicable legislation and relevant standards in the area of environmental protection.

15. Withdrawal from the contract: 

In case the Supplier withdraws from the contract without fault reasons on the Ordering party’s side and the reason for the withdrawal from the contract is not force majeure (bankruptcy, natural catastrophes), the Supplier shall be liable to reimburse the Ordering party all the costs of the buy-in. In case of withdrawal from the contract for the supply of aluminium, the Supplier shall also have to reimburse the Ordering party the difference between the contractual LME price and the market LME price on the date of the withdrawal from the contract, if on the date of the withdrawal from the contract this price is higher than the contractual LME price.

Furthermore, the Supplier shall also be liable to reimburse the Ordering party all the damage incurred by the Ordering party due to the withdrawal from the contract.

The Ordering party may withdraw from the contract without notice in the following cases:

• if the Supplier is late with supplying the Goods;
• if the delivered Goods have not the agreed upon quality or has material defects and the Supplier fails to correct them within 30 days after receiving the complaint or in a shorter period of time, specifically agreed upon between the Ordering party and the Supplier;
• if it is evident that the Supplier shall not be able to fulfil its obligations in time.

16. Transfer of contract and assignment of claims:

The Supplier shall have the right to transfer or assign the transaction and/or any right, including the claims and obligations under the transaction, to a third party only if it obtains the Ordering party’s prior written consent.

17. General labour conditions for services:

Works may begin only after prior agreement with the responsible process manager of the Ordering party. The Contractor shall be liable to comply with the legislation in the country of the Ordering party’s headquarters and with all the instructions received from the Ordering party. Works may be carried out only by qualified employees of the Contractor or suitably qualified subcontractors.

18. Health and safety at work: 

The Contractor providing the service shall be responsible for the safety and health at work of the employees working for the Contractor on any basis. The Contractor undertakes to respect the principles of safe work and use the appropriate means of protection. The Contractor shall suitably secure and mark the working area. When carrying out work at an altitude, the Contractor shall prevent persons from moving under the working area, appropriately secure and mark the area and ensure safe lifting and transferring of loads. After completion of the works, the Contractor shall remove all the markings, clean the area, install functional security devices and safeguards, and close and lock the doors of the switching devices in case of operating the electrical devices. In case work is being carried out by the Contractor at the joint worksite, the Contractor shall together with other contractors at the joint worksite sign a Written agreement on the joint precautions to ensure safety and health at work at the joint working site, the proposal of which is published on the website www.impol.si.

19. Environmental protection: 

The Supplier ensures that the delivered Goods comply with all the regulations in the field of environmental protection and health, which are applicable in the EU and USA.

The Supplier shall be liable for the payment of compensation for possible damage that the Ordering party would incur due to ecologically questionable delivered goods or due to inappropriate or unsuitable packaging.

The Supplier undertakes to observe the requirements of the REGULATION (EC) 1907/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 18/12/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), and of the REGULATION (EC) 1272/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 16/12/2008 on classification, labelling and packaging of substances and mixtures. amending and repealing Directives 67/548/EEC and 1999/45/EC, and amending Regulation (EC) 1907/2006 (CLP Regulation). The Supplier undertakes to submit to the Ordering party the safety data sheet in the Slovenian language, issued in accordance with the REACH Regulation and CLP Regulation, upon each first delivery and upon each eventual modification, where applicable. Furthermore, the Supplier also undertakes to submit to the Ordering party a technical data sheet or technical instruction in the Slovenian language, containing information on the use and preparation of the delivered hazardous substance or chemical substance, upon each first delivery of a hazardous substance and upon each eventual modification. The Supplier undertakes to register in advance, where necessary, all chemicals or chemical substances.

The Supplier ensures that the supplied goods do not contain conflict minerals – gold, cassiterite, coltan, and wolframite – originating from conflicted-affected areas and high-risk areas.

The Contractor shall collect and dispose of all the waste generated in carrying out the works in accordance with the applicable legislation.

It is prohibited to discharge polluted water into the drains and must be treated the same as other waste.

The Contractor shall be liable to use hazardous substance in a safe manner and prevent possible accidents.

20. Intellectual property and professional secrecy: 

The Supplier shall be liable to protect the Ordering party from third party claims, pursued in relation to the subject of the order delivered by the Supplier, due to the infringement of the industrial property rights (patent, model, license, trademark) and shall protect its interest in a possible dispute and reimburse all the incurred damage (costs before litigation, litigation costs, obligation to pay the reimbursement to be paid by the Ordering party, etc.).

The Supplier shall be liable to protect all the information and documents submitted by the Ordering party in order to execute the transaction as professional secrecy. All the documentation (drawings, technical documentation, plans, including models and samples, templates, etc.) received by the Supplier from the Ordering party shall remain the property of the Ordering party. At the Ordering party’s request, the Supplier shall be obliged to return the above documentation to the Ordering party. It shall be prohibited to submit or distribute the above documentation and may be used only for purposes of realising the agreed transaction. In addition to these General purchase conditions, the Confidential Information Protection Agreement shall also apply in order to protect professional secrecy. In case of inconsistencies between general conditions and the agreement, the provisions of the latter shall apply.

21. Keeping of documents:

The Supplier shall be liable to keep all the documentation in relation to the transaction with the Ordering party and in relation to the Goods supplied to the Ordering party for another 25 years from the supply of the Goods, (unless specifically indicated otherwise.

22. Subcontractors

The Supplier undertakes to transfer all the requirements and obligations, stemming from these General conditions and legal transaction, concluded between the Supplier and the Ordering party, to its subcontractors.

23. Law and competent court: 

The contracting parties (Ordering party and Supplier) shall settle all eventual disputes by mutual agreement. If they fail to do so, the competent court in the country of the Ordering party’s headquarters shall resolve the dispute.

In transaction with an international element the law, which is relevant for regulating the relationship between the Ordering party and the Supplier, is the law of the country in which the Ordering party has its headquarters, whereby the application of the provisions of the international private law and the provisions of the UN Convention on contracts on the international sale of goods (Vienna Convention on the International Sale of Goods – CISG) shall be expressly excluded.

24. Final provisions: 

The possible invalidity of an individual provision of the General conditions or transactions shall not impact the validity of the remaining provisions of these General conditions and/or transactions in which these General conditions are included.

These General conditions are written in the Slovenian, Croatian, Serbian and English language. In case of ambiguity or inconsistency, the General conditions in the Slovenian language shall apply for explanation and interpretation.

The General conditions and each amendment shall begin to apply on the date of publication on the Ordering party’s website – www.impol.si. The General conditions shall be valid for an undetermined period of time or until their amendment. The Supplier shall be liable to verify the validity of the General conditions and monitor their eventual amendments on the Ordering party’s website before concluding the contract.

Date of publication on the website: 09/10/2019

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