Effective starting: 27. 3. 2025
ETREL TERMS AND CONDITIONS OF SALE – EV
Every offer or sale of any product and services (“Products”) made by Etrel, svetovanje in druge storitve,d.o.o., a Slovenian company with registered office at Cesta ob Bregu 6, 1291 Škofljica, Slovenia, registered with the Companies Registry under number 2360748000 (the “Seller”) is governed by these general terms and conditions of sales (the “GTC”). THE SOLE FACT OF PLACING AN ORDER IMPLIES FULL AND UNRESERVED ACCEPTANCE BY THE BUYER OF THESE GTC. NO SPECIAL CONDITIONS SHALL PREVAIL OVER THESE GTC UNLESS THE SELLER EXPRESSLY AGREES IN WRITING. THESE GTC TAKE PRECEDENCE OVER ANY GTC OF PURCHASE AND ALL OTHER DOCUMENTS PARTICULAR TO THE BUYER.
I. Scope and Validity
1. These GTC shall form an integral part of all contracts that the Seller and the other contracting party (the “Buyer”) enter into in relation to the Products by the Seller. These GTC shall apply for all future purchases and contracts between the Seller and the Buyer, even if it is not separately so agreed.
2. Contrary business terms and conditions of the Buyer or any third party shall not apply, even if the Seller does not expressly reject their application in any particular case. If the Seller refers to correspondence containing business terms of the Buyer or a third party, this shall not indicate the Seller’s acceptance of such terms.
II. Orders and Contracts
1. Unless stipulated otherwise, Seller’s offers are valid for a period of fifteen (15) days only and within the limit of available stocks. No order shall be binding on the Seller until expressly confirmed in writing by the Seller to the Buyer.
2. Oral agreements between the parties and oral warranties given by the Seller either before or after conclusion of the contract shall be legally non-binding. To be valid, any contract or changes to the contract, including these GTC, shall be agreed in writing in the form of amendments to the contract.
3. Indications made by the Seller on the object of the Products (e.g. weight, dimensions, and technical or other service data) as well as corresponding representations of the Seller with respect to these indications (e.g. sketches, illustrations) shall be approximations only, unless expressly described in writing by the Seller as binding and/or where the actual purpose of contract require exact agreement with the specific indications. Customary deviations and deviations resulting from legal provisions or technical improvements, as well as the replacement of certain components by others of equal quality and function shall be permissible insofar as they do not impair the intended contract purpose.
4. The Seller owns all right, title and interest, including all intellectual property rights in and to the Products delivered. Any contract does not grant to the Buyer any rights of ownership in or related to the products, or any other Intellectual Property owned by the Seller except as explicitly provided in that contract, in which case the right of use shall in any case be revocable, non-exclusive, non-transferable and non-sublicensable. The Buyer is not allowed to remove or change any intellectual property, including logos and trademarks, unless agreed otherwise. The Buyer shall not make Seller’s intellectual property available to third parties or make them known to third parties without express approval from the Seller, nor shall it use or reproduce them, either personally or with the help of a third party. At the request of the Seller, the Buyer shall return these objects and shall destroy any copies made where these are no longer required in the ordinary course of business or where negotiations have not resulted in the conclusion of contract. The same shall apply for documents provided by the Buyer to the Seller for implementation of contract. The Seller shall be entitled to make these documents available to third parties.
5. Should the contract be terminated due to the reasons on the Buyer’s side, the Buyer shall cover all costs incurred up to the point of rescission. These costs shall include, but shall not be limited to the project planning costs, processing costs for the compilation and supervision of order, manufacture planning costs, costs for produced goods, etc.
6. To be valid, any request for order cancellation, rescheduling, returns or modification by the Buyer shall be made in writing and shall be confirmed in writing by the Seller. Such cancellation, rescheduling, returns or modification shall be subject to the payment of reasonable charges, which shall be determined by the Seller.
III. Prices, Payment and Delay
1. The Products are sold at the prices agreed at the time the Seller accepts the order. Unless agreed otherwise, prices are in EUR, set for DAP and are exclusive of taxes, duties, transportation and insurance, packaging, trainings, upgrades, etc.
2. With respect to all orders for which, in accordance with contract or at the request of the Buyer, delivery is made later than 3 months after placement of order, the Buyer shall cover all increases in material and wage costs occurring in this period. The Buyer shall also cover carrying cost for the ordered Products, if the Products are not picked up within 10 days after the Seller informs the Buyer that they are ready to be dispatched. The latter sentence does not apply in case the reason for delayed dispatching is on the Seller’s side.
3. The Seller is not obliged to maintain the prices as agreed in Article 1 of Chapter III GTC in case of independent follow-on orders, but is entitled to set new price for each independent follow-on order. Any price changes shall apply as of the date of announcement of the respective change.
4. Invoice sums shall be paid in the amount as set out in the invoice before shipping of goods from the Seller, without any discounts or deduction for postage or any other expenses. Date of payment shall be the day when the Seller receives the amount. Should the Buyer fail to make payment by the invoice maturity date, outstanding sums shall incur interest at a rate of 8 % p.a. calculated as per maturity date. The Buyer is responsible for any debt collection fees or legal fees which may come due. If the Buyer fails to pay any invoice, the Seller reserves the right to refuse completion and/or delivery of the Product until past due balances are paid, which cannot be deemed as delay or failure to deliver the Products to the Buyer. The Seller shall retain ownership over delivered Products until the Buyer pays all amounts due. If the Buyer fails to make payment at the due date the Seller shall be entitled to suspend or cancel work (including despatch) on other orders outstanding from the Buyer without prejudice to Seller’s rights to receive payment for the work already carried out on those orders and to recover the sum unpaid on any previous order.
5. The Buyer shall submit an invoice dispute with the Seller in written form in 8 days after the receipt of the invoice.
6. Either of the Parties shall be entitled to assign its existing claims against the other Party for the deliveries made or services rendered to third parties for the purpose of finance. The Party that assign the claims against the other Party shall inform the latter Party on the assignment.
IV. Delivery
1. Unless agreed otherwise, the Products shall be Delivered at Place INCOTERMS® (ICC, 2020) at the Buyer’s production warehouse (the “DAP”).
The Buyer and the Seller shall be liable to the extent as stipulated in DAP.
2. Deadlines and dates for delivery and services stipulated by the Seller shall be approximate only unless a fixed deadline or date has been expressly promised or agreed. In case of subsequent amendment to order, the Seller shall be released from the originally agreed delivery dates.
3. In case the Buyer wishes to order the Products with delivery date shorter than delivery date agreed in the contract, the Buyer can place a rush order. In this case, the Buyer shall bear a surcharge in the minimum amount of 30% from the purchase price. The exact delivery date and the amount of surcharge shall be defined subsequently by the Seller, after the rush order is placed.
4. Irrespective of rights arising from any default of the Buyer, the Seller shall be entitled to demand an extension of delivery/service deadlines or postponement of delivery/service dates by a period equal in length to the default by the Buyer.
5. The Seller shall not be liable in case of dissatisfaction with delivery or for delays in delivery where these are caused through force majeure or other events which were not foreseeable at the time of conclusion of contract and for which the Seller is not directly responsible (e.g. interruption of operations of any kind, difficulties in acquiring materials or energy, transport delays, strikes, lawful lock-outs, lack of labour, difficulties in the procurement of necessary official authorisations, official measures or failure or delay in delivery by suppliers, war, riot, civil disorder, epidemic, pandemic, fire, explosion, flood, earthquake, tsunami, other natural disaster, adverse weather conditions, accident, breakdown of plant or machinery, government intervention, imposition of sanctions, embargoes, default of suppliers or subcontractors). Insofar as such events make it considerably more difficult or even impossible for the Seller to deliver the Products and where the impairment to performance of contract is not only temporary, the Seller shall be entitled to rescind the contract either in full or in part. In case of temporary impairment to performance, the deadlines or dates for delivery or service shall be extended by a period equal in length to the duration of the impairment plus an appropriate run-up period.
V. Place of Performance, Transportation, Transfer of Risk
1. Unless agreed otherwise, place of performance for all obligations arising under this contract shall be the Seller’s headquarters.
2. The type of dispatch and packaging shall be chosen at the reasonable discretion of the Seller. The Buyer can request a specific type of dispatch and packaging. The Buyer shall cover all costs of dispatch and packaging, whether they are chosen by the Seller or the Buyer.
3. Risk shall pass to the Buyer upon the Products for delivery are passed to the logistics provider, freight carrier or third party charged with transport. The beginning of loading shall be decisive in determining when the Products are passed. This shall also apply with respect to part deliveries or where the Seller has agreed to provide other services (e.g. dispatch). Where dispatch or transfer is delayed as a result of a circumstance whose cause rests with the Buyer, risk shall pass to the Buyer on the day the delivery object is made available for delivery and the Seller has notified this to the Buyer.
4. Carrying costs after transfer of risk shall be borne by the Buyer. In case the Seller notifies the Buyer in written on the delivery date and the Products are not dispatched within 10 days after the Buyer receives such notice from the Seller, the Buyer shall pay the carrying costs in the amount of 1% of the invoice value per each week, starting from 10 days after the Buyer received the notice on delivery date from the Seller.
5. The consignment shall be insured by the Seller only on the express wish of the Buyer. In this case, the insurance shall be provided against theft, breakage, damage through transport, fire or water or other insurable risks. The cost of insurance shall be borne by the Buyer.
6. With respect to contracts with repeated successive deliveries, the structure of delivery shall be indicated to the Seller in good time. Where deliveries are not called on time, the Seller shall be entitled, after expiry of a suitable grace period indicated to the Buyer, to structure and make the deliveries itself or to withdraw from the relevant part of the contract subject to the further conditions in Article 4 of Chapter IV GTC and to claim damages for loss of profits. The right of the Seller to assert further damages shall remain unaffected.
7. Returns not based on material defects or defects in title shall be processed in accordance with the Seller’s conditions of return that are part of these GTC.
VI. Warranty, Material Defects
1. (A) Irrespective of the duties of inspection and notification which exist in respect of any bilateral trade, the Buyer shall be bound to inspect the delivery for manifest defects and to issue notices with respect to such manifest defects. The latter shall also apply for incomplete or incorrect deliveries. Notice of defect shall be issued no later than 8 days after receipt of the Products. (B) Where within 24 months after delivery of the Product, the Product or part of the Product exhibits material defects due to faulty design, material or workmanship and does not conform in all material respects with its specification, notice of such defect shall be issued within 8 days of the defect becoming apparent. Notice of defect under paragraph (A) or (B) shall be made in writing and failure to issue notice of defect within the stipulated period shall result in the Products being deemed to have been approved and the Buyer losing any right of recourse with respect to the defect against the Seller. At the request of the Seller, the queried delivery object shall be returned to the Seller with carriage paid. In case of notice of defect for which the Seller is liable, the Seller shall reimburse the cost of cheapest return transport; this shall not apply where costs are higher because the delivery object is being used at a location other than that stipulated for use.
2. In case of notice of defect for which the Seller is liable, the Seller, at its own option, shall be bound and entitled, within a reasonable period of 45 working days, to repair the defect or make a replacement delivery (secondary performance).
3. If the Buyer or a third party under the Buyer’s instructions tampers with the delivery object without the Seller’s consent, and the removal of defect is made impossible or unreasonable to the Seller as a result of such tampering by the Buyer or a third party, the warranty shall cease to be valid. The Buyer shall bear all additional costs of the removal of defect as may arise as a result of the tampering.
4. Claims for defects shall not arise where the error occurs through the non-adherence to operating, storage, maintenance or installation instructions, unsuitable or improper use, wrong or negligent use by the Buyer or naturally occurring wear and tear. The same shall apply where the Seller’s products are improperly mounted, negligently handled or subjected to undue strain, or where disruption arises as a result of unsuitable operating means, substitute materials or mechanical, chemical, electro-chemical or electrical effects, or where the defect was disclosed by the Seller prior to the delivery of the Products.
5. Except as set out in this clause VI.1, VI.2, VI.3 and VI.4 above, Seller shall have no liability to Buyer in respect of the Product’s failure to comply with the warranty stated in clause VI.1. All other warranties and conditions, whether express, implied or verbal, statutory or otherwise, whether arising under the Contract or at law, including, without limitation, the implied warranties of merchantability, non-infringement and fitness for purpose, are excluded to the fullest extent permitted by law. The remedy set out in clause VI.2 is the sole and exclusive remedy for any breach of such warranty. Any further claim for damages or other compensation is expressly excluded.
6. Any individual agreement with the Buyer to supply used objects shall be to the exclusion of all warranty for material defects except in the case that such defects are maliciously suppressed by the Seller.
7. Legitimate defects on only part of the delivery shall not justify a complaint with respect to the entire delivery.
8. The following service centre is authorised to perform repairs and other maintenance of the Products:
Etrel, d.o.o.
Cesta ob Bregu 6
1291 Škofljica, Slovenia
VII. Protected Rights
1. The Products delivered shall be free of third party intellectual property rights or copyright in the country or the agreed place of delivery. Each party shall notify the other party immediately and in writing in case any claims for infringement of such rights are asserted.
2. In case the Products delivered infringe third party property rights or copyright, the Seller shall, at its own option, amend or exchange the object, such that it no longer infringes such rights yet still fulfils the contractually agreed functions, or shall furnish the Buyer with the appropriate right of use by way of licence. Should the Seller not be able to resolve the problem within a reasonable period of time, the Buyer shall be entitled to rescind the contract or reduce the purchase price accordingly upon Seller’s previous confirmation on price reduction. To the fullest extent permitted by law, the provisions of this paragraph are an exclusive statement of Seller’s duties and Buyer’s sole remedies for any alleged or actual infringement of the Products, and any damage claims arising from the Buyer against the Seller shall be subject to the limitations of Chapter VIII of these GTC.
3. In case of legal infringements resulting from the Products delivered by the Seller but manufactured by other manufacturers, the Seller shall, at its own option, assert claims against the manufacturer or supplier on behalf of the Buyer or shall assign these claims to the Buyer.
4. Where deliveries are made in accordance with specific sketches or other indications made by the Buyer and where these deliveries infringe third party rights, the Buyer shall bear the responsibility for correctness and for ensuring that third party rights are not infringed. The Buyer shall indemnify the Seller against all claims brought for breach of third party property rights. In case of damage claims, the indemnity shall only be where the Buyer fails to prove that it is not responsible for the deficiency in its indications or the infringement of third party rights. If, in such a case, the Seller is prohibited from manufacturing or delivering the respective goods by a third party asserting its own property rights, the Seller shall be entitled to discontinue works and rescind the contract. Before doing so, the Seller must, however, issue notice to the Buyer setting a grace period during which the Buyer is required to have the prohibition removed by the third party. The assertion of a corresponding claim for damages by the Seller against the Buyer on the basis of other statutory provisions shall remain unaffected.
VIII. Other Liability (Limitation and Exclusion)
1. Liability of the Seller for damages, arising out of or in connection with this contract and for whatever legal reason, in particular for dissatisfaction, delay, defective or wrong delivery, breach of contract, breach of duty of care in contractual negotiations and in tort, where fault is established, shall be limited by the following rules.
2. Insofar as the Seller is liable for damages under the above sentence, liability shall under no circumstances exceed an aggregate amount of 20% of the amount payable by Buyer to Seller under the respective order.
3. The Seller’s liability in case of property damage and pecuniary damage resulting from Seller’s negligence shall be limited to damage which is insured by the Seller through liability / product liability insurance on reasonable terms, even where the matter relates to a breach of essential contract duties.
4. The above exclusions and limitations of liability shall apply to the same extent to the benefit of corporate bodies, legal representatives, employees and other agents of the Seller.
5. The Seller is not liable for any economic, special, indirect and/or consequential loss or damage, loss of profit, loss of business, loss of goodwill, loss of income, loss of revenue, loss of anticipated savings, loss of opportunity, loss of customers, claims of logistic service providers or other third parties, damage as a result of loss and/or corruption of data, loss of goodwill and reputational damage. The Seller is not liable for any damages which occurred to the Buyer or any third party, if such damages are the result of a violation of the contract by the Buyer, or as a result of an act or omission by the Buyer or any third party.
6. Buyer’s remedies set out in the contract are the sole remedies for any breach by the Seller and to the exclusion of any remedy at law.
IX. Retention of Title
1. The Seller shall retain title to the Products (the “Conditional goods”) until all claims against the Buyer arising under the business relationship, including any future claims from concurrent or later contracts are settled. In case of open invoice, the retention of title and all rights shall form security for the entire outstanding sum plus interest and costs. In case of pledge or other third party acts, the Buyer shall notify the Seller immediately.
2. The Buyer shall be entitled to process and sell on the Products delivered in the course of ordinary business. This authority shall end where the Buyer falls into arrears, on suspension of payments or where insolvency proceedings are opened against its assets. It shall be bound to sell on the goods only under retention of title and to ensure that claims from the resale pass to the Seller in accordance with Articles 5 and 6 of this Chapter. The use of the Conditional goods for the fulfilment of contracts for work and contracts for work and materials shall be deemed a resale for this purpose. Other dispositions with respect to the Conditional goods, in particular pledge or transfer by way of security, shall be prohibited.
3. Assignment of claims from transfer of the Conditional goods shall be prohibited unless the assignment is by way of a factoring, duly notified to the Seller, and for which the proceeds exceed the value of the secured claim. Upon crediting of the proceeds of the factoring arrangement, the Seller’s claim shall immediately become due.
4. Processing of the Conditional goods shall not result in the Buyer acquiring ownership of the resulting object. Processing or restructuring of the goods shall not obligate the Seller. The processed or restructured goods shall continue to be the Conditional goods.
5. On processing, incorporation or mixing of the Conditional goods with other goods, the Seller shall become joint owner of the resulting product. The Seller’s share shall stand in proportion to the invoice value of the Conditional goods to the invoice value of the other goods used. Where the Seller’s ownership rights are extinguished by the incorporation, mixing or processing, the Buyer shall assign it appropriate ownership rights or liens on the new product in the ratio of the invoice value of the Conditional goods to other goods used. Storage of the product shall be free of charge for the Seller. Joint ownership rights in goods shall be sufficient for these goods to be the Conditional goods.
6. Claims of the Buyer arising from the resale of the Conditional goods shall hereby be assigned to the Seller. They shall serve as security to the same extent as retention of title in the Conditional goods.
7. Where the Conditional goods are resold by the Buyer together with other goods, the Seller shall be assigned a claim from the resale in the ratio of the invoice value of the Conditional goods to the invoice value of the other goods. In case of resale of goods in which the Seller has joint ownership rights pursuant to the Article 4 of this Chapter, a corresponding share of the claims shall be assigned.
8. At the request of the Seller, the Buyer shall be bound to provide it with an exact listing of its claims with names and address of buyers, to notify the buyers of the assignments and to supply the Seller with all information necessary for assertion of its assigned claims. As soon as it falls into arrears with payment or its financial situation deteriorates, the Buyer shall authorise the Seller to notify the buyers of the assignment and to recover on its claims itself. The Seller shall be entitled to demand an assessment of its assigned claims carried out by an appointed party using the Buyer’s accounts. The Buyer shall furnish the Seller with a listing of all goods for which the Seller still holds title.
9. Since the Seller retains title to the goods, the Seller can demand return of the goods in case of rescission of contract. The Seller shall be entitled to declare rescission of contract, irrespective of the further conditions and in particular without the requirement of imposition of a grace period for payment, immediately upon the Buyer’s default. The same shall apply where the Buyer suspends its payment or where insolvency proceedings are opened against its assets. All costs arising as a result of repossession of the Products delivered shall be borne by the Buyer. The Seller shall be entitled to dispose of the property it has repossessed as it sees fit.
X. Compliance and Permits
1. Buyer warrants that, at all times, it will fulfil its obligations set out in the contract in strict compliance with all applicable laws and regulations, including for environment, health and safety.
2. Buyer hereby agrees to adhere to Seller’s Code of Business Conduct and Ethics and undertakes to comply with its provisions, and to ensure, when applicable, that each entity of the group it belongs to complies with such provisions.
3. Buyer warrants that it has not directly or indirectly paid any monetary value benefit, including without limitation, commission, fees, ‘kick-backs’ or granted any rebates to Buyer’s customers, Seller’s officers or employees or any other third party, or made any gifts, entertainment or any other non-monetary favors or other arrangements.
4. Buyer shall be responsible to obtain and warrants that it as of the day of the delivery holds all licenses, permits and approvals as may be necessary from authorities or third parties to purchase and use the Products and/or services. Buyer further warrants that no restriction of any kind prevents Buyer from entering into any agreement or arrangement for the purchase of the Products and/or services.
XI. Concluding Provisions
1. These GTC are subject to the laws of the Republic of Slovenia, excluding its conflict of laws provisions. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods of April 11, 1980 (as amended from time to time). Any disputes arising out of or in connection to these GTC shall be of the exclusive competence of the courts within whose jurisdiction the Seller has its registered office.
2. If any provision in the contract is found to be invalid, illegal or unenforceable, this shall not affect the validity of the other provisions of the contract. The invalid, illegal or unenforceable provision shall be deemed replaced by a provision that modifies the invalid, illegal or unenforceable provision to the minimum extent necessary to make it valid, legal or enforceable and comes closest to and reflects the commercial intention of the invalid, illegal or unenforceable provision.
3. Seller’s failure to enforce or exercise any right pursuant to the contract, does not constitute, and will not be construed as a waiver of right and shall in no way affect Seller’s entitlement to later enforce or to exercise it.
4. Seller shall be free to use subcontractors to carry out the supply of Products or performance of services and it may assign or transfer any of its liabilities, rights and obligations under the contract to any of its group companies without the prior written consent of Buyer.
5. Buyer may not assign, mortgage, charge, transfer, or deal in any manner with its rights or obligations under the contract without the prior written consent of Seller.