Terms and conditions

GENERAL TERMS AND CONDITIONS OF PRIMA IP d.o.o.

  1. GENERAL PROVISIONS

1.1 These General Terms and Conditions of PRIMA IP invalidsko podjetje (Disability Enterprise), d.o.o., Brnčičeva ulica 31, 1231 Ljubljana – Črnuče, apply to all legal-obligation relations between the company and its customers, clients, subcontractors or sellers (hereinafter: the buyer) for the purchase of materials, products, semi-finished products, equipment or for ordering services (hereinafter: goods or services), unless the company and the customer (hereinafter: the contracting parties) agree otherwise for an individual case. In case of doubt, only agreements concluded in writing shall be considered a special agreement between the contracting parties.

1.2 The condition for the application of these General Terms and Conditions is that the company referred to them in the purchase contract, order or other documents (hereinafter: legal transaction) on the basis of which the legal transaction was concluded, thus giving the buyer the opportunity to become acquainted with them, provided that they are also published on the company’s website or handed over to the buyer at the conclusion of a legal transaction or before that.

1.3 The company reserves the right to determine special conditions in an individual legal transaction, which, in the case of this legal transaction, apply before these general terms and conditions. This also applies in the event of a discrepancy between the provisions of an individual legal transaction and these general terms and conditions.

1.4 These general terms and conditions of business take precedence over any general and special terms and conditions of the customer or exclude them. The general and special conditions of the buyer are only binding on the company in the case of an explicit written agreement.

 

  1. CONCLUSION AND AMENDMENT OF THE LEGAL TRANSACTION

2.1 The company must supply or perform goods or services in accordance with the legal transaction.

2.2 A legal transaction between the company and the buyer is considered concluded when the contracting parties agree on the essential components of the transaction, or when the company receives a written statement from the buyer that it accepts their order.

2.3 All changes to the legal transaction must be in writing. Any oral agreements that deviate from the provisions of these General Terms and Conditions are not valid unless they are also confirmed in writing.

 

  1. ORDER

3.1 The company is obliged to clearly and unambiguously define each order with all the necessary information on quality, quantity, price, the delivery time of the goods or services, time schedule, labelling and special conditions of the legal transaction.

3.2 The company is obliged to provide the buyer with appropriate technical documentation in a timely manner, insofar as this is necessary for the performance of the ordered services or the supply of certain goods.

3.3 In the case of any rejection of the order or partial rejection of the order, it is the obligation of the buyer to provide the company with justification in writing no later than three (3) working days after receipt of the order. An order can only be rejected if the company has not yet started to perform the work or service.

 

  1. SUPPLY OF GOODS OR SERVICES

4.1 The company is obliged to supply or perform goods or services in accordance with the legal transaction and in accordance with the schedule. The company reserves the right to change the schedule, of which it must notify the buyer of the goods immediately, and the subcontractor for the provision of services no later than five (5) working days before the start of the subcontractor’s work.

 

  1. WARRANTY AND LIABILITY

5.1 The company guarantees the quantity, quality and efficiency of the ordered goods or services.

5.2 The company undertakes that after receiving a written request from the buyer, which also includes a complaint report, it will resolve all possible complaints from the supply of goods or services (warranty claims). All claims will be resolved by the company in accordance with the applicable legislation and, in this context, all the legal deadlines will also be respected. The company undertakes to inform the customer in writing in a timely manner about all relevant information related to the resolution of the claims referred to in this paragraph.

5.3 The buyer is obliged to take care of the safe execution of the undertaken works in accordance with the provisions of the Occupational Safety and Health Act.
5.4 The warranty claim is not valid for defects caused by the customer. These include, but are not limited to:
• damage due to third-party intervention 
• Improper use 
• mechanical damage 
• mismanagement or unauthorized attempts to repair by the owner or a third party.

 

  1. PRICE AND PAYMENT TERMS

6.1 The price is agreed for an individual legal transaction and includes all costs, unless otherwise agreed for an individual transaction. Until payment, the goods are the property of the company.

6.2 Payment is made by proforma invoice or by payment card via the e-system.

 

  1. FORCE MAJEURE

7.1 The company has the right to extend the deadlines for the supply of goods or services in the event of force majeure circumstances. Force majeure are extraordinary, insurmountable and unpredictable circumstances that could not have been foreseen, avoided or prevented and occur after the conclusion of a legal transaction and are outside the will or sphere of the contracting parties.

7.2 On the occurrence of circumstances constituting force majeure, the contracting parties must immediately be informed and must agree on the further implementation of the legal transaction. If one party is unable to fulfill its obligations due to a force majeure event but does not inform the other party, it loses the right to use force majeure as a justification, excuse or basis for exercising other rights that it would otherwise have due to the force majeure event.

 

  1. WITHDRAWAL FROM A LEGAL TRANSACTION

8.1 The buyer only may withdraw from the order with the prior written permission of the company. In the event of withdrawal from the contract before or during the performance of the ordered services or delivery of goods, the buyer is obliged to pay the company all incurred damage and lost profits.

8.2 The company may withdraw from a legal transaction without notice in the following cases:

  1. a) if the buyer does not fulfill the assumed obligations from the legal transaction or violates them and does not eliminate the violation even within an additional period after a prior reminder by the company;
  2. b) if bankruptcy or liquidation proceedings have been instituted against the buyer, or compulsory settlement proceedings or proceedings for the dissolution of a company under an abbreviated procedure;
  3. c) if, in the company’s opinion, the buyer becomes insolvent even if the insolvency has not been established by a court decision or if there are other reasons for which the company may reasonably conclude that the buyer will not be able to meet its obligations;
  4. d) if the customer ceases to operate;
  5. e) if a court enforcement order has been issued against the buyer for the payment of debt and its accounts have been blocked for more than three (3) days;
  6. f) if the circumstances of the transaction have changed to such an extent that it is no longer possible to achieve the original purpose for which the legal transaction was concluded;
  7. g) in other cases specified in these General Terms and Conditions or in a mutual contract or in other cases from a legal transaction.

8.3 In the event of withdrawal from the legal transaction by the company, the buyer is obliged to reimburse the company for all costs and damage caused to the company due to the withdrawal.

8.4 The statement of cancellation or resignation must be given by registered mail and shall enter into force on the day of service to the counterparty or, in the event of an inability to serve on the day of the first attempt, on the unsuccessful service of the registered item.

8.5 In the event of the termination of a legal transaction for any reason, all the rights and obligations of the contracting parties acquired or incurred during its validity shall remain in force, unless the legal transaction or the General Terms and Conditions provide otherwise. The provision of this point is without prejudice to any other rights that the contracting party may have under the applicable regulations.

 

  1. THE PROTECTION OF BUSINESS SECRETS AND PERSONAL DATA

9.1 The contracting parties are obliged to protect the business secrets of the other contracting party, which they become acquainted with in connection with the fulfillment of their obligations arising from the business relationship in accordance with these general terms and conditions, and must not disclose these business secrets to unauthorized third parties.

9.2 Business secrets include all documents and data related to the legal transaction and all business relations arising from it. In addition to the information specified in the general acts of both contracting parties, all information that would obviously cause significant damage if disclosed to unauthorized parties is also considered a business secret.

9.3 The Contracting Parties expressly undertake to instruct the employees who have access to the content of this relationship and participate in its implementation within the framework of their position on the confidentiality of all documents and information.

9.4 The customer declares that its area of personal data protection is regulated in accordance with the applicable law. The company undertakes to protect all personal data that will be used exclusively for the purpose of purchasing goods or ordering services.

9.5 The duty to protect business secrets and personal data does not end even after the termination of the business relationship of the contracting parties.

9.6 In the event of a breach of the obligation of professional secrecy and personal data, the contracting party guarantees the damage caused to the other contracting party and undertakes to reimburse the other contracting party for all damage caused.

 

  1. VALIDITY OF THE GENERAL TERMS AND CONDITIONS

10.1 The General Terms and Conditions are valid for an indefinite period of time or until the entry into force of new or amended General Terms and Conditions.

10.2 The company reserves the right to change the provisions of these general terms and conditions.

10.3 Should any individual provision of these General Terms and Conditions become or prove to be partially or fully invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Terms and Conditions.

 

  1. FINAL PROVISIONS

11.1 The company and the buyer are bound only by those obligations that are stated in these general terms and conditions or are agreed between them in writing, and those provisions of the Code of Obligations, other laws and regulations that are cogent in nature.

11.2 Each contracting party is obliged to immediately notify the other contracting party of any change in the information regarding the registered office of the company or any other information in writing.

11.3 The contracting parties shall settle disputes arising from mutual legal transactions by mutual agreement or, in case of failure, before the court with substantive jurisdiction in Ljubljana.

11.4 These General Terms and Conditions are published on the companies’ website www.prima-ip.si and are valid from 1.4.2020. By confirming an order, it is considered that the buyer accepts the stated general conditions.

 

Ljubljana, 19.8.2020

PRIMA IP d.o.o.

director