GENERAL TERMS AND CONDITIONS OF BUSINESS FOR DELIVERY OF GOODS
Issued by Krebe-TIPPO tovarna industrijske pralne procesne opreme, d.o.o., a company incorporated under the laws of Slovenia, seated in Maribor Slovenia, with its business address at Špelina ulica 19, 2000 Maribor, Slovenia, registered before the Slovenian court registry under the registry number 5828996000, tax (EU VAT) number SI19497024 (hereinafter referred to as “KREBE TIPPO),
Scope of application
- Our deliveries, and offers are exclusively based on these General Terms and Conditions for Delivery of Goods (hereinafter referred to as “GTCD”). Unless agreed otherwise, they are an integral part of all contractual relationships in which KREBE TIPPO has the obligation to sell and deliver goods which it produces or sells (hereinafter referred to as “Goods”) to the other contracting party (hereinafter referred to as “Customer”).
- For the purposes of these GTCD the term “contractual relationship”, as provided under the previous paragraph, shall mean any contractual relationship entered into between KREBE TIPPO and a Customer either based on a written contract or acceptance of an offer (either in written form or orally), which includes an acceptance of an order or an acceptance of an offer for delivery.
- In the event of a difference between the provisions of GTCD and a specific provision of a written contract, the provisions of the written contract prevail. For the avoidance of doubt, in case that a formalized written agreement is being negotiated with a specific Customer, in which it is intended that the GTCD will not be applicable, the GTCD are applicable for any order by the Customer, or any other (even provisional) contractual relationship (unless the specific order/provisional contract explicitly excludes the applicability of these GTCD), up until the point of concluding the formalized written agreement.
- Unless specifically agreed to otherwise, KREBE TIPPO does not accept any other general terms and conditions of the Customers with which KREBE TIPPO is in a contractual relationship with.
- A contractual relationship which includes KREBE TIPPO’s obligation to deliver Goods as a onetime deal (e.g., single order, delivery of a specific number of Goods) or the obligation to deliver (or keep open the option for delivery) for a duration of a certain period is wholly governed by the GTCD unless the specifically drawn up and concluded agreement for that purpose provides otherwise.
- After an order for Goods, sent by the Customer, is confirmed (i.e., “order confirmation”) by KREBE TIPPO, and payment has been provided, as specified in Article 4 of the GTCD, KREBE TIPPO will have the obligation to deliver, within the period as provided in Article 5 of the GTCD, the Goods.
- In all cases delivery shall be EXW, Špelina ulica 19, 2000 Maribor, Slovenia, INCOTERMS 2020.
- As consideration for the sale of Goods, Customers are obligated to pay the price as specified in the order confirmation (either directly or indirectly with respect to the order) or in the binding offer or as stated in the contractual provisions. If neither the binding offer nor the order confirmation contains the price for the Goods, the price for the Goods is determined based on KREBE TIPPO’s internal price listing of the Goods in use at the moment when KREBE TIPPO provided an order confirmation or binding offer. If there are different pricing lists for the same Goods, the highest price for the Goods shall be applicable.
- If during the delivery period, the costs of material needed for the production of Goods increase and the materials were not yet bought and delivered, the price for the Goods, as provided in the previous paragraph, shall be increased for the same amount as the increase in cost for materials. The term “costs of material” as provided in the previous sentence encompasses costs associated with the selling price of the material and all costs associated with it, which KREBE TIPPO bears either directly or indirectly with respect to the procurement of the materials. It is irrevocably deemed that the Customer agreed to a price increase as described in this paragraph, if it was notified of the increase in price before delivery. KREBE TIPPO shall carry out a price increase in consideration and with careful assessment, especially considering if the delivery period was increased by Customer’s actions (non-payment, additional requests for change of Goods etc.).
- Unless explicitly stated otherwise the prices do not include any tax, custom or any other public (foreign, domestic, supranational, national, federal, regional, municipal or other) duties which will be calculated on top of the price as specified. For the avoidance of doubt, KREBE TIPPO shall not carry any costs with respect to any payments wherein it has to withhold any payment (e.g., withholding tax), but will calculate those costs on top of the price as specified.
- If not provided otherwise in this Article, all payments shall be paid by the Customer to KREBE TIPPO the day after KREBE TIPPO sends an order confirmation or when KREBE TIPPO receives an acceptance of an offer or conclusion of a contract. If the price was not specified, then KREBE TIPPO will notify the Customer of the price. Upon receiving the notification of the price, the Customer shall pay the specified price the day after receiving the notification to KREBE TIPPO. If the price is not paid in full KREBE TIPPO has the right to unilaterally terminate the contract.
- Alternatively, the Customer can also provide a First Demand Guarantee after KREBE TIPPO sends an order confirmation or when KREBE TIPPO receives an acceptance of an offer or conclusion of a contract. If a first Demand Guarantee was provided, the Customer is obliged to pay the price 7 days after delivery. If payment is not made 7 days after delivery, KREBE TIPPO has the right to present the First Demand Guarantee. In any case KREBE TIPPO also has the right to present the First Demand Guarantee 10 months after KREBE TIPPO sent an order confirmation (irrespective of delivery) or 10 months after KREBE TIPPO received an acceptance of an offer or conclusion of a contract. It is deemed that the Customer provided the First Demand Guarantee correctly:
- if it was issued as a Demand Guarantee under the provisions of the ICC Uniform Rules for Demand Guarantees (URDG 758), wherein the Demand Guarantee will be 1) fully independent of the underlying relationship, 2) will not contain any other condition for presentation other than its start and its end date, 3) will be able to be presented by either in electronic or paper form, 4) will include the following statement “The supporting statement under article 15 (a) of the URDG 758, is excluded”; and
- if the guarantor is a first-class bank; and
- if its beneficiary is KREBE TIPPO; and
- if the amount specified in the First Demand Guarantee is higher for at least 10% than the: 1) payment amount (both for the price of the machines and any duties) and 2) the cumulative amount of already sent and not yet paid order confirmations (or other contractual relationships) – for the avoidance of doubt, if the cumulative amount under the order confirmations and the newest order exceeds the amount under the First Demand Guarantee, the newest order will have to be fully paid as per the preceding paragraph or a new guarantee issued); and
- if it was delivered in its presentable form, either to KREBE TIPPO’s address at Špelina Ulica 19, 2000 Maribor (Slovenia); and
- if KREBE TIPPO can present it to the guarantor immediately upon delivery to KREBE TIPPO and its expiration date is set at least 12 months after being delivered to KREBE TIPPO, as specified under indent e. above.
- Alternatively, the Customer can provide a down payment at least 30% of the price the day the day after KREBE TIPPO sends an order confirmation or when KREBE TIPPO receives an acceptance of an offer or conclusion of a contract. The difference between the down payment and the price will be paid 7 days prior to delivery. If the difference is not paid in full, KREBE TIPPO shall have the right to keep the entire down payment as a contractual penalty and terminate the contractual relationship (and therefore free itself of the obligation to deliver Goods). Contractual penalty does not and will not free the Customer of liability for damages.
- All payments shall be made to either of the following KREBE TIPPO’s bank accounts:
- account number IBAN SI56 3300 0330 0000 034, BIC CODE: HAABSI2, opened at ADDIKO BANK d.d. DUNAJSKA CESTA 117, 1000 LJUBLJANA (Slovenia) or
- account number IBAN SI56 0400 1004 9164 924, BIC CODE: KBMASI2X, opened at NOVA KBM d.d. DUNAJSKA CESTA 117, Ulica Vita Kraigherja 4, 2000 Maribor (Slovenia)
- In case of any late payments and interest rate of 2% per month shall be applied.
- After all conditions under the previous Article are met (i.e., the Customer provided either payment in full, or a First Demand Guarantee, or a down payment), KREBE TIPPO is obliged to deliver, under the terms of delivery, as provided under Article 3 of the GTCD, at least in the period of 18 weeks if not agreed to otherwise.
- In case KREBE TIPPO will not deliver the Goods according to the previous paragraph for any reason, KREBE TIPPO has the duty to immediately notify the Customer. In case of a notification, it is deemed that KREBE TIPPO has an additional 3 weeks to deliver the Goods, excluding any obligation to pay damages or penalties in that respect.
- In case the Customer will modify the order after an order confirmation was sent, acceptance of an offer received or conclusion of a contract, the deadline for delivery shall be extended for the time needed to apply the modifications. The additional time needed, and any costs associated with modifying the Goods, will be sent to the Customer via e-mail for confirmation (henceforth “Offer for modification”). After the Customer confirms the Offer for modifications via e-mail to KREBE TIPPO, KREBE TIPPO is obliged to deliver the modified Goods according to the Offer for modification. In case the Offer for modification is rejected, it is deemed that KREBE TIPPO is still obliged to deliver the Goods according to the order confirmation, acceptance of an offer received or conclusion of a contract, wherein the period for delivery is extended for the time between KREBE TIPPO receiving a modified order and receiving a rejection (if the Offer for modification was to be accepted by a certain date and it was not, then the period for delivery is extended for the time between KREBE TIPPO receiving a modified order and not receiving an answer by a certain date).
- For the purposes of determining Force majeure and Hardship, ICC Force Majeure Clause 2020 Long Form and ICC Hardship Clause 2020 (excluding options 3A and 3C) are to be used.
- If the circumstances, after applying the aforementioned ICC Force Majeure and Hardship clauses, will still allow for the production and delivery of Goods, the period of delivery, as specified under this Article, will be extended for the period corresponding to the necessary time to eliminate or wait-out, the consequence of a force majeure or hardship. The foregoing period will be tacked on to the periods as specified under this Article.
- If any consequences of the SARS-CoV-2 virus will inhibit or prevent a timely production or delivery of Goods, the period of delivery as specified under this Article, will be extended for the period corresponding to the necessary time to eliminate or wait-out, the consequences of the SARS-CoV-2 virus. The foregoing period will be tacked on to the periods as specified under this Article.
- In case of a shortage of materials or equipment needed for the production of Goods, the period of delivery as specified under this Article will be extended for the period corresponding to the necessary time to either wait-out the shortage and procure the materials and equipment necessary.
Liability for damages and defects
- KREBE TIPPO’s liability is excluded. In the event of gross negligence or damage caused wilfully, the Customer is entitled to full compensation in accordance with the applicable law. To the extent permitted by law, KREBE TIPPO shall not be liable for any loss of profits, use, and other indirect or consequential damage that might be suffered by the Customer relating to or arising out of performance of a contractual relationship.
- KREBE TIPPO’s liability for any defects (material or legal) is wholly excluded.
- KREBE TIPPO is entitled to terminate a specific contractual relationship with prior notice as a consequence of material breach or for any other reason, without triggering any liability for damages.
Governing law and dispute resolution
- The law governing the GTCD and any contractual relationship, and all of the legal concepts which are enshrined therein, shall be the Law of the Republic of Slovenia, expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.
- KREBE TIPPO and the respective Customer shall aim to resolve their dispute amicably with mutual understanding.
- Failing that all disputes or claims arising out of in connection with any contractual relationship, including disputes to their validity, breach, termination or nullity, shall be finally settled by the competent court – in Maribor (Slovenia).
- If any provision in either these GTCD or the contractual relationship itself is found by a court of competent jurisdiction (from which there is no appeal or, if there is, no appeal is lodged or any appeal is withdrawn) or arbitrator to be illegal or invalid that clause shall be deemed removed and the remainder shall be unaffected. KREBE TIPPO and the Customer shall endeavour to agree an alternative clause having like effect, as a substitute for the provision that has been removed.