GENERAL TERMS AND CONDITIONS FOR GOODS DELIVERY
KREBE TIPPO
Issued by KREBE-TIPPO tovarna industrijske pralne procesne opreme d.o.o., a company incorporated under the laws of Slovenia with its registered office in Maribor, Slovenia, business address at Špelina ulica 19, 2000 Maribor, Slovenia, registered with the Slovenian court under registration number 5828996000 and VAT number SI19497024 (hereinafter referred to as “KREBE TIPPO”).
ARTICLE 1: Scope of Application
Our deliveries and offers are based exclusively on the General Terms and Conditions for the Supply of Goods (hereinafter referred to as “GTCG”). Unless otherwise agreed, they form an integral part of all contractual relationships in which KREBE TIPPO has the obligation to sell or deliver goods that it manufactures or sells (hereinafter referred to as “goods”) to another contracting party (hereinafter referred to as “client”).
For the purpose of these GTCG, the term “contractual relationship” mentioned in the previous paragraph means any contractual relationship between KREBE TIPPO and the client, based on a written contract or acceptance of an offer (written or oral), which includes acceptance of an order or offer for delivery.
In case of discrepancies between the provisions of the GTCG and any specific provisions of a written contract, the provisions of the written contract shall prevail. To avoid doubt, if a formal written agreement negotiated with a specific client intends that the GTCG is no longer applicable, the GTCG shall apply to any order of the client or any other (even continuing) contractual relationship (unless the specific order/continuing contract explicitly excludes the applicability of the GTCG) until the formal written agreement is finalized.
Unless expressly agreed otherwise, KREBE TIPPO does not accept any other general terms and conditions of the clients with whom it has a contractual relationship.
The contractual relationship, which includes the obligation of KREBE TIPPO to deliver goods as a one-time transaction (e.g., a one-time order, delivery of a specific quantity of goods) or the obligation to deliver (or an open option to deliver) for a specified period is comprehensively governed by the GTCG, unless a specifically formulated and concluded agreement with this intent states otherwise.
ARTICLE 2: Terms of Delivery
Upon confirmation of the order for goods sent by the buyer (referred to as the order confirmation) from KREBE TIPPO, and when payment is made as specified in Article 4 of the GTCG, KREBE TIPPO is obliged to deliver the goods within the time period specified in Article 5 of the GTCG.
In all cases, delivery must be Ex Works, Špelina ulica 19, 2000 Maribor, Slovenia, INCOTERMS 2020.
ARTICLE 3: Prices
As compensation for the sale of goods, the clients are obliged to pay the price specified in the order confirmation (directly or indirectly by taking into account the order) or in the binding offer or as stated in the contractual terms. If neither the binding offer nor the order confirmation includes the price of goods, the price is determined based on the KREBE TIPPO internal price list of goods that was in use at the time of the order confirmation or the binding offer. If there are different price lists for the same goods, the higher price shall apply.
If, during the period until delivery, the costs of materials required for the production of goods increase and the materials have not yet been purchased and delivered, the prices of goods, as stated in the previous paragraph, will increase by the same value as the increase in material costs. The term “material costs,” as mentioned in the previous sentence, combines the costs related to the selling price of the material and all costs associated with these that KREBE TIPPO must bear directly or indirectly in connection with the procurement of the material. It is irrevocably considered that the client agrees with the price increase as described in this paragraph if the price increase was recorded before delivery. KREBE TIPPO will execute the price increase with an accurate estimate, especially if the delivery time was extended due to the client’s actions (non-payment, subsequent requests for product modifications, etc.).
Unless expressly stated otherwise, prices do not include any taxes, duties, or other public (foreign, domestic, supranational, state, federal, regional, municipal, or other) levies, which will be charged in addition to the specified price. To avoid doubt, KREBE TIPPO will not bear any costs where withholding tax is to be considered, but will charge these costs in addition to the specified price.
ARTICLE 4: Payment
All payments must be made by the client to KREBE TIPPO on the day following the order confirmation or when KREBE TIPPO receives the confirmed offer or contract conclusion, except in cases specified in Article 4. If the price was not specified, KREBE TIPPO will notify the client of the price. Upon receipt of the price notification, the client must pay the specified price the day after receiving the KREBE TIPPO notification. If the price is not paid in full, KREBE TIPPO has the right to unilaterally terminate the contract.
Alternatively, the client may also provide a first demand guarantee after KREBE TIPPO sends the order confirmation or when KREBE TIPPO accepts the confirmed offer or contract conclusion. If a first demand guarantee is provided, the client is obliged to pay the full amount within 7 days of delivery. If payment is not made within 7 days of delivery, KREBE TIPPO has the right to submit the first demand guarantee. In any case, KREBE TIPPO has the right to submit the first demand guarantee 10 months after KREBE TIPPO sends the order confirmation (regardless of delivery) or 10 months after KREBE TIPPO accepts the confirmed offer or contract conclusion. It is stipulated that the client properly submitted the first demand guarantee if:
- It was issued as a demand guarantee under the provisions of ICC Uniform Rules for Demand Guarantees (URDG 758), where the demand guarantee:
- Is completely independent or subordinate,
- Does not contain any other condition for presentation other than the starting date and the end date,
- Is presented in electronic or paper form,
- Includes the following statement: “Supporting statement under URDG 758 Article 15 is excluded”; and
- If the guarantor is a first-class bank,
- If the beneficiary is KREBE TIPPO,
- If the value specified in the first demand guarantee is at least 10% higher than:
- The value of the payment (for both the price of the machine and all taxes) and
- The cumulative value of already sent and unpaid order confirmations (or other contractual relationships) – to avoid doubt, if the cumulative value of the order confirmation and the new order exceeds the value of the first demand guarantee, the latest order must be fully paid as stated in the previous paragraph or in the newly issued guarantee,
- If it was delivered in representative form, or to the address KREBE TIPPO, Špelina ulica 19, 2000 Maribor (Slovenia) and
- If KREBE TIPPO can present it to the guarantor immediately upon delivery to KREBE TIPPO and the minimum validity date is 12 months after delivery to KREBE TIPPO, as specified in the above items.
Alternatively, the client may pay a deposit of at least 30% of the price the day after KREBE TIPPO sends the order confirmation or when KREBE TIPPO receives the confirmed offer or contract conclusion. The difference between the deposit and the price will be paid 7 days before delivery. If the price is not paid in full, KREBE TIPPO has the right to retain the entire deposit as a contractual penalty and terminate the contractual relationship (and thus be released from the obligation to deliver the goods). The contractual penalty does not relieve the client of liability for damages. All transfers must be made to one of the following KREBE TIPPO 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 to 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 late payments, an interest rate of 2% must be applied.
ARTICLE 5: Delivery Time
If all conditions from the previous article are met (i.e., the client has paid in full or provided a first demand guarantee or deposit), KREBE TIPPO is obliged to deliver, under the delivery terms specified in Article 3 of the GTCG, within a period of at least 18 weeks unless otherwise agreed.
In the event that KREBE TIPPO does not deliver the goods in accordance with the previous paragraph for any reason, it must immediately notify the clients. In the event of such notice, KREBE TIPPO has an additional 3 weeks to deliver the goods, excluding any obligations to pay costs or penalties in this regard.
In the event that the client modifies the order after the order confirmation, confirmation of the offer, or contract conclusion has been sent, the delivery period must be extended for the time necessary to apply the modifications. Any additional time and any costs associated with the modification of the goods will be sent to the client via email for confirmation (hereinafter referred to as the “modification offer”). Once the client confirms the modification offer via email, KREBE TIPPO is obliged to deliver the modified goods according to the modification offer. In the event that the modification offer is rejected, KREBE TIPPO is still obliged to deliver the goods according to the order confirmation, confirmation of the offer, or contract conclusion, within the delivery period extended by the time between KREBE TIPPO’s acceptance of the modified order and the rejection (if the modification of the order was not accepted on a specific date, then the delivery period is extended by the time between KREBE TIPPO’s acceptance of the modified order and the non-acceptance of the response by the specified date).
To determine force majeure and hardship, the ICC Force Majeure Clause 2020 Long Form and ICC Hardship Clause 2020 (excluding options 3A and 3C) shall apply.
If the circumstances, after applying the above-mentioned ICC Force Majeure and Hardship Clauses, still allow the production and delivery of goods, the delivery period, as specified in this article, will be extended for the period necessary to remedy or wait for the consequences of force majeure or hardship. This period will be added to the specified periods as outlined in this article.
If any consequences of the SARS-CoV-2 virus prevent or delay the timely production or delivery of goods, the delivery period as specified under this article will be extended for the period necessary to remedy or wait for the consequences of the SARS-CoV-2 virus. This period will be added to the specified periods as outlined in this article.
In case of a shortage of materials or equipment necessary for the production of goods, the delivery period as specified in this article will be extended for the necessary time to procure the required materials and equipment.
ARTICLE 6: Warranty Conditions
Krebe-Tippo d.o.o. guarantees the functional and faultless operation of the machine, ensures service maintenance and support, and guarantees the availability of spare parts during the warranty and post-warranty period, in accordance with the applicable Slovenian legislation.
The warranty period starts:
A. From the date when the successful trial run of the machine is performed by an authorized person of Krebe-Tippo, or
B. From the date of shipment from the company Krebe-Tippo, if the trial run is performed after 90 days from the shipment date from the company Krebe-Tippo.
The successful trial run is performed when:
- The machine is connected to the prepared energetic installations (installation work is the responsibility of the end user) according to the dimension scheme.
- The machine’s operation is tested in the laundry.
- Instructions for using the machine are given to the machine operator.
- Instructions for maintaining the machine are provided.
- The trial run protocol is signed.
If the installation and trial run of the product were not performed by Krebe-Tippo or our authorized representative, the product warranty does not apply.
Subject of the Warranty
Krebe-Tippo or an authorized company will replace or repair free of charge the parts whose damage is caused by material defects, installation defects, or software defects.
The warranty does not cover:
- Any loss caused by machine downtime.
- Any faults and damages incurred during transport and at the customer’s warehouse.
- Theft of individual machine parts or vandalism.
- Any faults resulting from unauthorized work on the machine.
- Any faults resulting from non-compliance with the manuals and instructions for maintaining the machine.
- Shipment costs of sending the repaired or replaced parts (including customs and forwarding duties or VAT costs).
- Any faults caused by an increase or decrease in voltage of more than 5% or faults caused by products connected to alternating current of 220V or 380V.
- Any faults caused by a lightning strike.
- Any damage caused by installing non-corresponding electrical safety elements.
- Corrosion resulting from inappropriate climatic or working conditions in the laundry.
- Replacement of parts subject to regular maintenance (filters, valve membranes, valve coils, valves due to lime scale buildup, external influences, heating elements, belts, chains, lubricants, electric lamps, light and sound presenters, rubber seals, brake pads, conveyor belts, ironing padding, ironing belts, friction wheels, etc.).
- Replacement of electrical protective elements.
- Any faults resulting from the use of overly aggressive and incorrectly concentrated chemicals (sodium hypochlorite, perchlorethylene, trichloroethylene, etc.).
- Consequences of using steam with low Ph value.
- Replacement of parts that wear out normally.
- Costs incurred due to improper washing programs that cause machine malfunction.
The warranty expires:
- Due to interventions in the machine by authorized and unauthorized individuals, resulting in different treatment and processing of the machines when such interventions are not approved in writing by the machine manufacturer.
- If non-original spare parts are installed on the machine.
ARTICLE 7: Liability for Damage and Defects
The liability of KREBE TIPPO is excluded. In case of gross negligence or willful damage, the client is entitled to full compensation in accordance with applicable law. To the extent permitted by law, KREBE TIPPO is not liable for loss of profit, use, or any other indirect or consequential damages that may be suffered by the client in connection with or arising from the execution of the contractual relationship.
The liability of KREBE TIPPO for any damages (material or legal) is entirely excluded.
ARTICLE 8: Early Termination
KREBE TIPPO is authorized to terminate an individual contractual relationship with prior notice due to material breach or any other reason without triggering any liability for damages.
ARTICLE 9: Governing Law and Dispute Resolution
The governing law of the GTCG and all contractual relationships and legal concepts contained therein is 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 relevant client will endeavor to resolve their dispute amicably and with mutual understanding.
Otherwise, all disputes or claims arising from any contractual relationship, including disputes about their validity, breach, termination, or nullity, will be finally resolved by the competent court in Maribor (Slovenia).
ARTICLE 10: Severability Clause
If a competent court (where there is no appeal, or if there is, no appeal has been filed, or the appeal has been withdrawn) or an arbitrator finds that any provision in these GTCG or the contractual relationship itself is illegal or invalid, this clause shall be deemed removed, and the remainder shall remain unchanged. KREBE TIPPO and the client will strive to agree on an alternative clause with the same effect to replace the provision that was removed.