Terms and Conditions

General Terms and Conditions of Sale of Arborvitae d.o.o.

1.      VALIDITY OF GENERAL TERMS AND CONDITIONS OF SALE

1.1.   General Terms and Conditions of Sale (hereinafter: the General Terms and Conditions) determine the regulation of all mutual obligations, rights and duties between the Seller Arborvitae d.o.o., Sončna pot 1, 4270 Jesenice (hereinafter: the Seller) and its buyers who are legal entities, sole proprietors or natural persons. General Terms and Conditions of Sale apply to all relations established between the Seller and the buyer, unless the Seller and the buyer expressly agree otherwise on individual rights and obligations.

1.2.   By accepting the offer, concluding the contract, placing of each order or in any other mutually acceptable way, the buyer or customer confirms that he accepts these General Terms and Conditions and fully agrees with them. The General Terms and Conditions may be amended or supplemented at any time. Each version of the General Terms and Conditions is dated separately. Any eventual withdrawal from these Terms and Conditions shall only be valid if confirmed in writing by the Seller. Such possible withdrawal from these General Terms and Conditions shall one-time and shall not affect the validity of other provisions of these General Terms and Conditions of Sale.

1.3.   General Terms and Conditions apply to all cases of sale and delivery of goods by the Seller. The sale and delivery of goods under conditions that deviate from these General Terms and Conditions, of investment equipment and specific non-serial goods that are not the subject of the Seller's regular offer shall be carried out on the basis of implementing legal acts (sales contracts, project contracts, purchase orders, delivery notes, minutes, etc.). Such a legal act shall apply in addition to the General Terms and Conditions and does not replace them. In the event that the General Terms and Conditions and another legal act determine same individual stages and/or elements of the sales process differently, the provisions of the implementing act shall apply to these stages and/or elements.

1.4.   The Seller's General Terms and Conditions of Sale shall prevail over all other buyer's General Terms and Conditions, unless the Seller and the buyer expressly agree otherwise.

2.      MANNER OF COMMUNICATION

2.1.   All notices regarding the sale and delivery of goods are exchanged between the Seller and the buyer in writing, orally or by telephone. All such notices or documents must contain all legally determined elements or other information necessary for the Seller to carry out the sale correctly and smoothly.

2.2.   An oral agreement is binding on the Seller only if it is simultaneously or subsequently mutually confirmed in writing.

3.      SCOPE AND VALIDITY OF THE SELLER'S OFFER

3.1.   An offer is a written document that the Seller prepares for the buyer on the basis of an oral, telephone or written request and is subject to change. After being served on the buyer, provided that it contains the exact indication of the goods by quantity and quality, the price of the goods and the period within which the buyer may accept the offer, the Seller's offer shall be binding. The conditions, deadlines, prices, quality and quantity specified in the offer shall be valid only for this offer.

3.2.   Unless otherwise specified in the offer, the offer shall be valid and binding on the Seller for thirty calendar days from the day of its issuance or as agreed. The offer shall be considered accepted if the buyer has accepted it in full and if the Seller has received his written confirmation or order before the expiration of the specified period. The offer shall also be considered accepted after a partial or full payment made by the buyer according to the offer.

3.3.   Partial acceptance of the Seller's offer by the buyer shall be considered as the opposite offer of the buyer. In the event that the buyer accepts the Seller's offer in part, or proposes the offer to be changed in a certain point, it shall be considered that he has rejected the offer and submitted a counter-offer to the Seller. The counter-offer shall be binding on the Seller only in the case and to the extent confirmed in writing.

3.4.   The Seller has the right to refuse to make an offer to an individual buyer or several buyers. The Seller shall not assume any responsibility for the statements and information in the catalogues and other documentation of the manufacturers and the Seller's suppliers regarding the material authenticity of the statements and information. The Seller shall assume no responsibility for any consequential damages and shall not acknowledge any claims or indemnities in this regard.

4.      SCOPE AND VALIDITY OF THE ORDER

4.1.   A buyer's order is valid if it contains the information needed by the Seller for the correct and smooth execution of the order, but at least: the exact address of the customer, recipient and payer of goods, tax number, names and quantities of ordered goods, desired delivery time, shipping method and payment method.

4.2.   Orders are accepted if the Seller confirms them in writing. In the event that the buyer wishes to change or cancel the order after receiving a written confirmation of the order, he must reimburse the Seller for all costs incurred.

4.3.   Notwithstanding the preceding paragraph, the buyer may not cancel or change the order after receiving written confirmation of the order from the Seller, if the goods are made according to the instructions and plans of the buyer, or exclusively for the buyer, unless the Seller expressly agrees to it.

5.      WITHDRAWAL FROM THE OFFER AND ORDER

5.1.   The Seller may withdraw from the offer and/or order, or not accept the order in the following cases:

·      if the buyer is late in paying his obligations under the already issued invoices;

·      if the buyer or the customer fails to fulfil other assumed contractual obligations or violates the assumed contractual obligations;

·      if the buyer or the customer becomes incapable of fulfilling his obligations;

·      if the buyer or the customer becomes insolvent, a compulsory settlement, bankruptcy,

·      liquidation procedure is initiated against him or in the event that it is certain that insolvency will occur;

·      if the buyer or the customer concealed from the supplier such facts that the supplier would not have taken over the contract works if he knew about them;

·      in case of force majeure.

6.      PACKAGING

6.1.   The Seller, unless otherwise agreed in writing, delivers the goods either in the original packaging of the manufacturer or in packages prepared by himself. Packaging of goods is implemented in accordance with Slovenian regulations and standards for land transport. The Seller does not provide a different way of packaging the goods.

7.      DELIVERY

7.1.   The delivery period begins on the day of receipt of the written confirmation of the order, or the conclusion of the implementing act. In the event that an advance payment or advance is agreed between the parties for the validity of the order, the delivery period begins on the day when the Seller receives the advance on his account.

7.2.   The Seller is entitled to extend the delivery time:

·      in the event of a change of laws, regulations and other rules that he is obliged to observe when fulfilling the order;

·      due to a change in the scope, form, technical implementation of the subject of the contract;

·      due to actions or omissions on the part of the buyer or the customer.

7.3.   Partial deliveries are allowed. The Seller is not liable for delays in delivery caused by force majeure or the occurrence of other unforeseeable obstacles that are not on his side, but are of such a nature that they have a significant impact on the fulfilment of obligations. The Seller has the right to extend the delivery time for the duration of this obstacle or event. The Seller must immediately inform the buyer or the customer about the occurrence of such an obstacle. In particular, the Seller is not liable for reflex damage that would occur to the buyer due to a delay in the delivery of goods, both for the actual damage to his property and for any lost profits due to this.

7.4.   Partial deliveries are allowed. The Seller is not liable for delays in delivery caused by force majeure or the occurrence of other unforeseeable obstacles that are not on his side, but are of such a nature that they have a significant impact on the fulfilment of obligations. The Seller has the right to extend the delivery time for the duration of this obstacle or event. The Seller must immediately inform the buyer or the customer about the occurrence of such an obstacle. In particular, the Seller is not liable for reflex damage that would occur to the buyer due to a delay in the delivery of goods, both for the actual damage to his property and for any lost profits due to this.

7.5.   The Seller does not recognize any direct or indirect costs, claims or compensation that would be charged to the Seller due to any complaints.

7.6.   In the event that the delivery time is postponed for reasons on the part of the buyer or the customer, the latter is obliged to reimburse the supplier for the actual storage costs and any other costs (e.g., re-delivery, storage, insurance, labour costs, etc.).

8.      PRICES

8.1.   Unless otherwise specifically agreed between the Seller and the buyer, the Seller's prices apply according to the currently valid price list. All prices are in EUR, exw warehouse manufacturer (Incoterms 2020). Transport and customs costs, operating costs and other costs are shown separately.

8.2.   Unless otherwise specified, prices are net prices excluding VAT and are valid on the day of delivery of goods or in accordance with the given offer and the conditions stated in the offer. For deliveries to another country, (VAT) calculation will be implemented according to Slovenian legislation.

8.3.   Any delivery of goods to the buyer will be made at the expense and risk of the buyer. As a rule, prices also exclude the costs of special packaging, transport or postage.

8.4.   The Seller reserves the right to change prices without prior notice at any time during the financial year if the conditions affecting the price change.

9.      SHIPPING AND TRANSPORT OF GOODS

9.1.   The Seller sells to the buyer the goods at parity exw the warehouse of the manufacturer he represents. Delivery costs do not include transport insurance costs, unless agreed otherwise. The Seller makes all deliveries to the buyer's location through a contractual courier or postal service. The products are packed by the Seller in basic dedicated packaging. The packaging includes a filling packaging material for basic protection. The package contains the delivery note and other attachments required by the nature of the goods (checklists, sketches of connections, instructions for use, warranty cards, etc.). The package is handed over to the contracted courier or parcel service, thus transferring responsibility for the goods to the buyer. Delivery is made to the customer's registered office or to the address stated by the customer upon making the order.

9.2.   The suitability of the goods by type and quantity is determined jointly by the buyer and the Seller's representative or, on his behalf, by the carrier at the loading point. The risk of destruction or deterioration of the goods passes from the Seller to the buyer at the moment when the buyer takes over the goods under the previous paragraph of this item. The Seller hands over the goods to the buyer at the moment when the Seller hands over the goods to the carrier or freight forwarder. Unless otherwise specified, the goods become the property of the buyer on the day of fulfilment of the payment obligation (retention of title).

9.3.   The buyer must provide all necessary equipment for unloading the truck at the destination, unless agreed otherwise.

9.4.   Requirements for EU preferential origin and other requirements regarding the origin and processing of materials must be checked in advance, subsequent requirements and attributions in the orders are not binding on the Seller.

9.5.   The availability of reports/certificates, declarations of conformity and other technical documentation must be checked in advance (these are often surcharges). Issues of these after the purchase has already been made are not possible.

10.  PAYMENT CONDITIONS

10.1. The Seller issues invoices for the delivered goods to the buyer on the basis of shipping documents. The payment deadline is the deadline or day when the buyer must transfer the entire amount of the invoice to the Seller's bank account. Payment is deemed to have been made when the money (purchase price) is in the Seller's account.

10.2. Unless otherwise specified, the buyer takes over the goods after payment of the pro forma invoice and after the Seller receives the funds in his transaction account.

10.3. The occurrence of liabilities for individual deliveries or partial deliveries is the day when the goods are shipped from the Seller's warehouse, or, if otherwise specified, the due date as specified in the invoice. The same conditions apply to partial deliveries of goods.

10.4. The Seller undertakes to issue an invoice within 8 days after delivery of the goods. The buyer is obliged to settle the deferred payment obligation for the delivered goods within the period specified in the invoice. In the event of the buyer's delay in payment, the Seller has the right to charge default interest in the amount of statutory default interest for each day of delay.

10.5. The buyer must settle his obligations to the Seller independently of the payment frm his own customers.

10.6. If the Seller's claim is paid by means of judicial or non-judicial means, the buyer must also pay the Seller all costs incurred as a result of such execution.

10.7. In the event of buyer's delay in payment for fifteen (15) days or more, the Seller may change the terms of sale, including for deliveries that have already been made but have not yet been paid, or withdraw from the contract without notice. In this case, the buyer also gives the Seller an irrevocable and unconditional permission that the Seller may at any time enter the premises where the buyer keeps the goods and take back the goods that have not been paid, or goods in the equivalent of the claim. This does not mean that the Seller has withdrawn from the contractual relationship, unless he declares this in writing upon the receipt of the goods.

10.8. The buyer is not entitled to withhold payments or to set up counterclaims, unless otherwise agreed in writing. The buyer also undertakes not to assign the claims to the Seller to third parties without the prior written consent of the Seller, otherwise the buyer is obliged to pay the Seller a contractual penalty in the amount of 30 % of the value of the assigned claim.

11.  RETENTION OF TITLE

11.1. The goods delivered by the Seller to the buyer remain the property of the Seller until full payment of the purchase price, including all accompanying costs. The retention of title applies to all goods delivered by the Seller to the buyer until the full payment of buyer's obligations. Therefore, the retention of title also applies to goods that have already been processed by the buyer.

11.2. The buyer is entitled to resell the products subject to the Seller's retention of title or to use them for production purposes, provided that this is the buyer's normal business process and that the buyer is not in arrears with its payment obligations to the Seller. The buyer must, in the event that he sells the goods to his buyers, assign all claims against his buyers arising from the sale of these goods to the Seller as collateral.

11.3. Any seizure or settlement of collateral containing goods with the retention of title for the benefit of third parties is prohibited.

11.4. In the event of seizure due to insolvency or other claims for goods with the retention of title by third parties, the buyer is obliged to assert the property rights of the Seller and notify him immediately.

11.5. If the goods over which the Seller has a retention of titled are mixed or processed with other products, the Seller acquires the ownership of these new products or other products up to the value of the goods over which the Seller had a retention of title.

11.6. All future claims from the buyer arising from the resale of the goods subject to the retention of title may in no case be assigned to third parties and will be immediately transferred by the buyer to the Seller, regardless of whether the goods with the retention of title – without processing or after further processing – will be sold to one or more customers. Assigned claims serve as a guarantee in the amount of the monetary value of the relevant goods with the retention of title, which was delivered to the insolvent buyer. As long as the buyer fulfils his payment obligations, he can recover and process the claims assigned to the Seller.

11.7. From the moment when the buyer fails to fulfil his obligations to the Seller in time, the aforementioned claims are assigned to the Seller for payment purposes. Upon the request of the Seller, the buyer's debtors must be immediately disclosed and the Seller notified of the assignment of claims. Incoming payments that settle the buyer's claims that have been assigned to the Seller represent the goods with the retention of title in the amount of the sold goods with the retention of title, which remain in the custody of the company until the buyer fulfils its payment obligations to the Seller.

11.8. Until the full acquisition of ownership of the goods, the buyer must handle the goods over which the Seller has a retention of title as a good master and protect it against possible damage or destruction.

12.  FORCE MAJEURE

12.1. The Seller shall not be liable for the partial fulfilment or non-fulfilment of his obligations if this is the result of events which the Seller could not have avoided, prevented or eliminated (force majeure). Force majeure means events such as fire, floods, earthquakes, revolts, wars or armed conflicts, terrorist attacks, epidemics, power outages, inactivity of the World Wide Web, strikes or other interruptions due to administrative or other restrictions or prohibitions, e.g., embargo, confiscation, restrictions on financial operations, restrictions on transport, lack of material on the world market, reductions in energy supply and other obstacles that are independent of the will of the Seller. Force majeure is also understood as a lack of material or services at the Seller's suppliers or companies which the Seller includes in the fulfilment of its contractual obligations, as well as their delays in the delivery of goods or services to the Seller. 

12.2. In the event that the Seller's fulfilment is disabled due to the reasons referred to in the previous paragraph, the Seller must immediately notify the buyer. In this case, the deadline for completion shall be extended for the duration of the reasons for force majeure and its consequences. If force majeure lasts for more than six (6) months, the buyer or the Seller may immediately withdraw from the contract without compensation.

13.  WARRANTY

13.1. The Seller gives the buyer a warranty for the quality of the goods to the same extent as the Seller's supplier. The buyer has the right to assert claims under the warranty for the faultless operation of the goods within the deadline, under the conditions and as specified in the Seller's warranty statement or warranty card. The warranty is valid for the same period as recognized by the manufacturer, calculated from the date of receipt of the goods.

13.2. The Seller does not give any warranty for the goods sold in the following cases:

·      if the buyer mishandles the device or does not follow the instructions for use;

·      if defects occur due to materials supplied by the buyer or due to a construction built by the buyer himself;

·      if the buyer repairs or changes the goods or equipment;

·      if damage or accident occurs due to lack of care, insufficient supervision or maintenance and improper use of equipment, improper installation, other causes not arising from the goods and not caused by the Seller.

13.3. The Seller's liability under the warranty excludes the Seller's liability for any consequential damage in any form or implicit expectations of the buyer, including the possibility of selling the goods or readiness for intended use. In particular, the Seller is not liable for reflex damage that would occur to the buyer due to use or defects of goods, both for the actual damage to his property and for any lost profits due to this. The Seller does not recognize any direct or indirect costs, claims or compensation that would be charged to the Seller due to any complaints.

13.4. The period in which the Seller provides the buyer with repair, maintenance and spare parts subject to payment is at least 3 years after the expiration of the warranty period.

13.5. Repairs at the buyer's location are not possible due to the complexity and non-transferability of modern service equipment and the availability of spare parts.

13.6. The Seller is not qualified for technical assessment of possible defects and thus cannot decide on the replacement of a defective product without the opinion of an authorized service or manufacturer.

13.7. In the event of a technical acceptance, the buyer must file a complaint for obvious defects immediately, at the time of the technical acceptance.

14.  COMPLAINTS AND RETURNS OF GOODS

14.1. The buyer is obliged to make a quantitative and qualitative acceptance immediately after receiving the goods. The buyer is obliged to complain about any obvious defects with the minutes no later than 8 days from the date of receipt of the goods, otherwise he loses all rights he is entitled to in this context. The minutes must be signed by a three-member commission. The minutes related to the defects in the goods incurred during transport must also be signed by the carrier.

14.2. The Seller shell not be responsible for hidden defects that appear after six months from the delivery of the goods.

14.3. The buyer must keep the goods, which are in the process of complaint, in the current state until the final resolution of the complaint or until the Seller's order for the return of the goods, otherwise he is responsible for all damage and costs incurred. If the Seller approves the complaint, the buyer must return the goods no later than 14 days from the notification of approval of the complaint, otherwise he loses the right to return the goods.

14.4. In the event of a complaint, the buyer is obliged to pay the Seller the undisputed part of the purchase price under the agreed conditions.

14.5. The buyer may return the goods in perfect condition, if they have been purchased from the Seller, subject to the Seller's express prior written consent. Only undamaged, faultless goods may be returned in the original packaging of the manufacturer, no later than 14 days from the date of issuing the written consent of the Seller. The Seller is ready to take over such goods only under the mentioned conditions and at a reduced price determined by the Seller. All transport costs incurred in the return of the goods to the Seller are covered by the buyer. For returned goods, the Seller acknowledges to the buyer only a credit, which is taken into account in future purchases from the Seller.

14.6. In the event of a complaint from the buyer regarding the quality and quantity of the goods or in the event of a refusal of the invoice, the buyer must pay the undisputed amount of the invoice. The disputed invoice amount is limited to sixty (60 %) percent of the invoice value.

15.  LIMITATION OF LIABILITY

15.1. The Seller shall not be liable for any damages incurred to the buyer as a result of Seller's delays in fulfilling its contractual obligations, in particular due to incorrect or inaccurate data, specifications, projects or any other information provided by the buyer.

15.2. The Seller is not liable for damages not caused directly to the goods, in particular for lost profits, damage to other buyer's belongings, damage due to equipment malfunction, production standstill, and/or other property and non-property damage to the buyer.

15.3. In any case, the joint and maximum liability of the Seller and its related persons, employees, managers and subcontractors is limited to the value of the goods that caused the damage.

16.  PROTECTION OF BUSINESS SECRETS

16.1. The Seller and the buyer agree that all information arising from the contractual documentation and other information arising from the contractual relationship shall be kept as a business secret for at least five (5) years after the expiration or termination of the contractual relationship.

16.2. Neither party may disclose the information referred to in the preceding paragraph or use it for any purpose not directly related to the exercise of the rights and obligations under the contract without the prior written consent of the other party.

16.3. Sketches, schemes, calculations, instructions, lists, letters, notes, contract documents and other data in materialized or non-materialized form are considered business secrets.

17.  VALIDITY OF GENERAL TERMS AND CONDITIONS OF SALE

17.1. These General Terms and Conditions of Sale apply in all respects, unless the Seller and the buyer expressly agree otherwise in advance.

17.2. If any provision of these General Terms and Conditions proves to be null and void, the other provisions of these General Terms and Conditions shall not be affected. In this case, the Seller and the buyer shall replace the null and void provision with a new, valid provision in a special agreement in order to achieve the originally desired purpose.

17.3. The Seller reserves the right to change the provisions of these General Terms and Conditions.

17.4. These General Terms and Conditions are published on the website www.arborvitae.biz .

17.5. The place of execution and the place of jurisdiction is the place where the Seller has his registered office, but he may, if he so wishes, bring an action against the buyer in the place of the buyer's registered office.

17.6. All agreements between the Seller and the buyer must be in writing.

17.7. The Slovenian version is used for interpretation.

 

Arborvitae d.o.o., on 12/01/2021

Arborvitae

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