General Terms and Conditions
1. Introductory provisions
1.1 The General Terms and Conditions (hereinafter: “GTC”) define the conditions of sale and purchase of goods for the company KADROVIK d.o.o., Kajuhova ulica 34, 6310 Izola, registration number: 7085753000, tax number: SI 49571796 (hereinafter: “seller”) and rights and obligations of the seller and buyers of the goods (hereinafter: “buyer”).
1.2 The GTC applies to all contracts for the sale of goods concluded between the seller and the buyer, regardless of whether this contract is concluded in writing or orally or by implied act, and for all acts in the process of concluding this contract (buyer’s orders, seller’s offer, proforma invoices, etc.).
1.3 The GTC are published on the seller’s website packaging.si, are available at the seller’s premises and are included or referenced in the proforma invoice or offer that the seller sends to the buyer. By paying the advance payment or proforma invoice, the buyer confirms that he has read, understood, and accepts these GTC as fully binding without the need for any additional signature.
1.4 These GTC shall apply exclusively to all sales by the Seller. Any general terms and conditions of the Buyer are hereby expressly excluded and shall not apply, even if referenced in the Buyer’s purchase order or other documents, unless the Seller has expressly accepted them in writing.
2. Ordering and concluding a contract
2.1 An order form or other form of order is considered a query or inquiry of the buyer, and it does not bind the seller. Based on the order, the seller prepares an offer or proforma invoice, which is forwarded to the buyer.
2.2 The seller’s offer is binding for the time specified in it or in the proforma invoice. The offer takes into account the conditions valid on the day the calculation was prepared. In the event that the buyer accepts the offer after this deadline, the buyer’s statement shall be considered as a new inquiry.
2.3 If the buyer accepts the offer, he shall prove this by paying an advance in accordance with the instructions from the proforma invoice or Section 3 of these GTC. The moment the advance payment is visible on the seller’s transaction account, the contract is concluded. Delivery terms begin on the next business day after the contract is concluded. In the event the seller receives payment after the expiration of the offer, the payment is considered an advance for a new buyer’s order and does not create a contractual relationship.
2.4 In the event that the buyer is in arrears with payment of any of his obligations or if there is any doubt as to the buyer’s solvency, the seller may suspend delivery of the goods until the buyer has paid all his due obligations, including default interest, or until the buyer gives adequate insurance for his liabilities.
2.5 All attachments to the proforma invoice or offer (e.g. sketches, technical drawings, photographs, etc.) are binding for the seller only if this is explicitly stated in writing. If the seller submits an attachment in unaltered form received from the original manufacturer or supplier of certain goods, the seller is not responsible for any errors in these attachments or for the differences between attachments and goods. All sketches, technical drawings, and photographs are protected by intellectual property rights and must be protected as confidential information.
2.6 In the event that the buyer has special requirements regarding the quality of products or orders quantities that are larger than usual, the buyer must obtain an appropriate written offer from the seller before ordering.
2.7 These GTC, together with the Seller’s offer, proforma invoice, order confirmation (if any), and any documents expressly incorporated therein, constitute the entire agreement between the Seller and the Buyer and supersede all prior negotiations, discussions, correspondence, representations, or understandings relating to the relevant order.
2.8 Orders, offers, acceptances, invoices, and all other communications exchanged by email or other electronic means shall have the same legal effect as written documents.
3. Payment terms and method
3.1 Payment terms are set out in each offer/proforma invoice. If not specified, the following payment terms shall apply:
a) For purchases of goods worth up to EUR 100,000.00 (excluding VAT), the buyer is obliged to pay a 100% advance.
b) For purchases of goods in the amount of EUR 100,001.00 or higher (excluding VAT), the buyer is obliged to pay a 50% advance, and the difference of 50% is required to be paid within three (3) working days from the time the seller notifies the buyer that the goods are ready for dispatch. In the event of this deadline being delayed, the buyer is obliged to pay the seller for any storage costs incurred.
3.2 Import duties, transport costs to the agreed place, and VAT are included in the final price only if explicitly specified on the proforma invoice.
3.3 If there are several outstanding obligations between the buyer and the seller, the seller can first cover older buyer’s obligations to the seller, from the oldest onwards, regardless of the buyer’s payment specification.
3.4 In the case of complaints or claims, the buyer is strictly not entitled to withhold payments or to set up counterclaims, unless the seller acknowledges them in writing or if they are established by a final court decision.
3.5 All receivables that the seller has against the buyer are transferable to third parties (e.g. cession).
4. Exchange rate differences and customs rate
4.1 In the case of transactions not charged in EUR, any exchange differences will be to the benefit or debit of the buyer.
4.2 In all cases, the buyer will cover all increases in transport costs, customs duties, taxes, and other public duties due after the conclusion of the contract. The buyer accepts all price increases that occur in the context of partial deliveries, higher transport costs, or additional tariff rates. The Seller undertakes to specify all increases in the final price, and the buyer is obliged to pay the difference before accepting the goods.
5. Delivery and Risk Transfer (EXW and DAP Terms)
5.1 Delivery deadlines are indicative estimates only and are not guaranteed by the seller, unless expressly agreed otherwise in writing. The seller reserves the right to make partial deliveries, which shall be invoiced separately. In the event of delays caused by circumstances beyond the seller’s control (war, strike, natural disasters, raw material shortages, transport disruptions, delays of the seller’s suppliers, public authority acts, epidemic, pandemic, or force majeure), the delivery period is reasonably extended without entitling the buyer to cancel the order, withhold payment, or claim damages.
5.2 EXW (Ex Works): If delivery is agreed as EXW (Incoterms® 2020), delivery is made at the Seller’s premises. The Buyer is solely responsible for organizing, paying for, and bearing all risks related to loading, transport, export clearance, and insurance from the moment the goods are made available.
5.3 DAP (Delivered At Place / Freight Prepaid & Charged): If the Seller organizes transport (including express couriers like FedEx or pallet freight forwarders) and charges the freight costs to the Buyer on the Proforma Invoice, delivery is DAP (Incoterms® 2020). Risk of loss or damage to the goods passes to the Buyer at the moment the transport vehicle or courier arrives at the named destination address, ready for unloading (prior to physical unloading/opening).
5.4 The Seller shall pack the goods in accordance with its standard protective packaging procedures suitable for international transport, which the Buyer acknowledges as sufficient and compliant upon order confirmation. To the maximum extent permitted by applicable law, the Seller shall not be liable for any damage occurring after the risk has transferred to the Buyer.
6. Mandatory Inspection and Transport Damage (Strict 48-Hour Window)
6.1 Since the shipments contain fragile glass components (pipettes, bottles), the Buyer must thoroughly inspect the physical condition of the boxes or pallets immediately upon arrival in the presence of the driver/courier.
6.2 In the event of any visible damage, crushed boxes, torn plastic wrap, or suspected internal breakage, the Buyer must immediately write a formal damage description/reservation on the courier’s handheld device, delivery note, or CMR document before the driver leaves the site.
6.3 The Buyer must notify the Seller in writing within forty-eight (48) hours from the exact delivery timestamp recorded by the carrier. The notification must include:
– A copy of the signed delivery note/CMR/courier protocol with the written damage reservation.
– High-resolution photographs showing the unopened/just-opened outer boxes/pallets with the carrier’s shipping label visible.
– Photographs showing the internal protection and the exact condition of the broken items inside.
6.4 If the Buyer fails to record a formal reservation with the driver upon delivery, or fails to notify the Seller with full photographic evidence within 48 hours, the shipment shall be deemed delivered in perfect condition. To the maximum extent permitted by applicable law, the Seller shall exclude liability, refunds, or replacement requests for transport-related glass breakage reported after this 48-hour window.
6.5 Broken glass pipettes, cracked bottles, or any transport-related damage shall not be considered manufacturing or assembly defects, and shall not entitle the Buyer to reject the entire shipment or withhold payments.
7. Material Compatibility and Regulatory Compliance (PPWR / PFAS)
7.1 The Seller does not guarantee the chemical compatibility, resistance, or long-term suitability of the supplied assembled droppers, bottles, or inserts with the Buyer’s specific filling medium or product. Ensuring such compatibility remains the sole and exclusive responsibility of the Buyer.
7.2 The Buyer acknowledges that certain components or raw materials are manufactured by third-party suppliers located inside or outside the European Union. As a professional B2B entity, the Buyer agrees that the Seller does not perform independent chemical or laboratory testing on raw materials and cannot guarantee their detailed environmental footprint, recycled content ratios, or absolute chemical composition.
7.3 Compliance with all applicable regulations—including, but not limited to, the Packaging and Packaging Waste Regulation (EU) 2025/40 (PPWR), restrictions on Per- and Polyfluoroalkyl Substances (PFAS), REACH, and cosmetic/food-contact legislation—shall be the sole and exclusive responsibility of the Buyer for their specific destination market. The Buyer is fully responsible for performing all independent laboratory testing required before commercializing the final product. The Seller shall not be liable for any regulatory non-compliance, market bans, product seizures, or administrative fines imposed on the Buyer.
7.4 If the Seller issues any compliance statement or declaration of conformity regarding the materials (including PPWR or PFAS), such statement is strictly based on data provided to the Seller by its third-party suppliers. The Seller assumes no independent liability if the original supplier’s documentation proves to be incorrect, incomplete, or outdated.
8. Inspection of Hidden Defects, Tolerances and Limited Liability
8.1 Any hidden assembly defects or non-apparent manufacturing non-conformities—defined strictly as defects that could not reasonably be discovered during a standard inspection upon delivery—must be notified to the Seller in writing within seven (7) calendar days from the date of delivery/collection. Claims submitted after this period shall not be accepted.
8.2 Quantity and Technical Tolerances: The Buyer acknowledges that all products and components are subject to standard industry manufacturing tolerances. All dimensions, capacities, weights, and technical specifications are subject to the specific tolerances defined in the technical data sheets (TDS) provided by the original third-party manufacturers. Delivery discrepancies of up to +/- 3% in quantity, or any structural, dimensional, or aesthetic variations within the limits of the manufacturer’s TDS, shall be considered fully compliant and acceptable. Such variations shall not constitute an assembly defect or non-conformity.
8.3 In case of justified assembly-related claims (strictly excluding raw material or structural defects from non-EU or third-party suppliers), the Seller’s liability shall be limited, at its discretion, to the replacement of affected goods or issuance of a credit note for the affected quantity only. Return of the entire shipment or carton shall not be accepted unless agreed in writing.
8.4 Cap on Liability: To the maximum extent permitted by applicable law, the Seller’s total, aggregate commercial liability for any single order, transaction, or claim under these GTC—whether arising out of breach of contract, tort, indemnity, or otherwise—shall be strictly limited to and shall not exceed the total net purchase price actually paid by the Buyer to the Seller for that specific individual order.
8.5 The Seller shall not be responsible for damage caused after pickup/delivery or due to improper handling, assembly with final bottles, or storage by the Buyer or carrier.
9. Product Recalls and Market Withdrawals
9.1 Voluntary Assumption of Risk by the Buyer: The Buyer explicitly acknowledges that the supplied goods utilize sub-components and materials supplied by third-party manufacturers located inside or outside the European Union. To the maximum extent permitted by applicable law, the Buyer voluntarily and explicitly assumes all financial risks associated with any potential material defects, chemical non-compliance, or design flaws of these components in connection with a product recall.
9.2 To the maximum extent permitted by applicable law, the Buyer shall be solely and exclusively responsible for any product recall, market withdrawal, or similar corrective action relating to the Buyer’s finished products, regardless of the underlying cause.
9.3 To the maximum extent permitted by applicable law, the Seller shall not be liable for any costs, expenses, losses, or damages associated with a product recall initiated by the Buyer, third parties, or public authorities. This exclusion covers all costs related to transport, logistics, storage, replacement, destruction, laboratory testing, public notifications, legal fees, administrative penalties, customer compensations, and third-party claims.
9.4 The Buyer hereby waives any right to claim damages, indemnification, or contribution from the Seller in connection with any product recall. The Seller shall not be liable for any direct, indirect, incidental, special, or consequential losses, including loss of profit, loss of business reputation, or production stoppage.
10. Retention of Title
10.1 Ownership of the goods shall remain with the Seller until full payment of all outstanding invoices has been received by the Seller.
11. Refusal of receipt by the buyer
11.1 If the buyer refuses the receipt of the delivery or fails to collect the goods under EXW terms within the agreed timeframe without justified legal ground, the buyer shall remain fully liable for the payment of the entire purchase price. The seller may charge the buyer for all additional costs incurred, including storage fees, additional transport, and administrative costs.
12. Governing Law, Jurisdiction and Validity
12.1 These GTC and all legal relations between the Seller and the Buyer shall be governed by, interpreted, and construed in accordance with the laws of the Republic of Slovenia, strictly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.2 Any disputes arising out of or in connection with these GTC, contracts, or orders that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent court in Koper, Slovenia.
12.3 Any failure or delay by the Seller in exercising any right or remedy under these GTC shall not constitute a waiver of such right or remedy, nor shall it prevent the Seller from exercising it at a later time.
12.4 If any provision of these GTC is held to be invalid, illegal, or unenforceable by a competent court, the remaining provisions shall remain in full force and effect.
12.5 These General Terms and Conditions are valid and applicable to all offers, proforma invoices, and orders confirmed from December 1, 2025 onwards.
12.6 The Seller reserves the right to amend these GTC at any time by publishing the updated version on the website packaging.si.