1. Introductory provisions
The General Terms and Conditions (hereinafter: “GTC”) define the conditions of sale and purchase of goods for the company KADROVIK, production, services, and trade, d.o.o., Cankarjev drevored 46, 6310 Izola, registration number: 7085753000, tax number: Sl 49571796 (hereinafter: “seller”) and rights and obligations of the seller and buyers of the goods (hereinafter: “buyer”).
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, etc.).
The GTC are published on the seller’s website https://packaging.si/, are available at the seller’s premises and are included in the first offer that the seller sends to the buyer. When the buyer receives the first offer, it is considered he is familiar with these GTCs and by paying the advance confirms that he accepts the GTC as binding.
2. Ordering and concluding a contract
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, which is forwarded to the buyer.
The seller’s offer is binding for the time specified in it or in the pro forma invoice, which is considered an offer. The offer is informative and takes into account the conditions valid on the day the calculation was prepared and it is not binding. In the event that the buyer accepts the offer after this deadline, the buyer’s statement shall be considered as new demand.
If the buyer accepts the offer, he shall prove this by paying an advance in accordance with the instructions from the pro forma invoice or from point 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 (or next) buyer’s order and does not create a contractual relationship between the parties.
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 arising from the purchase price, interest and costs.
All attachments to the pro forma invoice – offer (e.g. sketches, technical drawings, photographs, etc.) are binding for the seller only if this is explicitly stated in the pro forma invoice – offer. If the seller submits an attachment in unaltered form (e.g. sketches, technical drawings, photographs, etc.), received from the manufacturer or supplier of certain goods, then the seller is not responsible for any errors in these attachments or for the differences between attachments and goods. The seller guarantees the accuracy of the sketches only if he made them himself, or if such a guarantee is explicitly stated in the pro forma invoice – offer. All sketches, technical drawings, photographs, etc. are protected by the intellectual property rights of either the manufacturer, supplier or the seller and may not be reproduced, used (except in the purchase decision) or made available to third parties by the buyer, and they are to be protected as a business secret as far as the material is not publicly available free of charge to anyone (e.g. printout of the website, copy of the page from the advertising catalogue).
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 offer from the seller before ordering.
3. Payment terms and method
Payment terms are set out in each offer. If not, the following payment terms shall apply:
a) for purchases of goods worth up to EUR 50,000.00 (excluding VAT), the buyer is obliged to pay a 100% advance;
b) for purchases of goods in the amount of EUR 50,001.00 or higher (excluding VAT), the buyer is obliged to pay a 50% advance, and the difference of 50% in purchase price 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 from the place of origin. In the event of this deadline being delayed, the buyer is obliged to pay the seller for any storage and/or other costs related to the storage of goods incurred up to the time of purchase price payment.
Import duties, transport costs to the agreed place and VAT are included in the final price, unless otherwise specified by the GTC.
If there are several similar obligations between the buyer and the seller, and what the buyer pays is not enough to cover all overdue obligations, the seller can first cover any older buyer’s obligations to the seller, from the oldest onwards. First, debit notes and other costs are covered, then the accrued interest, and only then the principal. Such a method of repayment is expressly agreed by the buyer and its possible different payment specification does not affect the repayment order.
In the case of complaints, the buyer is not entitled to withhold payments or to set up counterclaims, unless the seller acknowledges them or if they are established by a final court decision.
All receivables that the seller has against the buyer are transferable, so the seller may transfer them to third parties through a relevant legal transaction (e.g. cession).
4. Exchange rate differences and customs rate in favour of or debited to the buyer
In the case of transactions not charged in EUR, any exchange differences will be to the benefit or debit of the buyer.
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 in advance all price increases that occur in the context of partial deliveries or due to higher transport costs or additional costs, or due to a subsequent increase in the tariff rate compared to the tariff rate provided by the seller in the pro forma invoice.
The seller undertakes to specify all increases in the final price compared to the offer, and the buyer is obliged to pay the difference before accepting the goods.
5. Delivery or receipt of goods
The delivery deadline is indicative and not guaranteed by the seller. In the event of a delivery delay for reasons beyond the seller’s control (war, strike, natural disasters, transport disruptions, delays of the seller’s supplier, virus, import embargo, ban on the sale of certain products and other reasons), the delivery time is extended for as long as the cause of the delay lasts. The seller shall communicate to the buyer a new estimated delivery date. The seller may also carry out partial deliveries.
Goods are considered delivered when they are at the address specified in the contract and are ready for unloading.
The buyer is obliged to immediately notify the seller in writing (e-mail, SMS) and by telephone (cumulatively) of any change that is important for the delivery of goods or fulfilment of the sales contract. In particular, changes in the name or company, residence or registered office, transaction account, tax data, introduction and commencement of insolvency proceedings, liquidation proceedings, or changes in liquidity or insolvency status, which could pose a risk of fulfilling the buyer’s obligations to the seller, are considered such. In the event that the buyer fails to fulfil this obligation, the seller may withdraw from the contract.
Upon conclusion of the contract, the buyer cannot change the agreed place of delivery, unless the seller expressly agrees with the change. In this case, the seller may charge the buyer any additional costs incurred due to the subsequent change of destination.
6. Refusal of receipt by the buyer
If the buyer refuses the receipt, he goes into delay and then all the danger associated with the goods passes on to him.
The buyer is obliged to accept the goods and unload them without delay and in an appropriate manner. The buyer is obliged to inform the seller in a timely manner of all circumstances that could complicate delivery, such as difficult access, etc. If the buyer does not accept the goods in accordance with the agreement (non-fulfilment of acceptance), he is not entitled to a refund of the purchase price. If the buyer does not accept the goods and the seller is therefore forced to keep them instead of the buyer, he is entitled to charge storage costs.
7. Characteristics of goods and enforcement of defects
In no event shall the seller assume any liability for any consequences resulting from the delay of the goods or defects. Liability for defects in the goods is excluded, except for defects that are known to the seller at the time of delivery and are not communicated to the buyer. Other possible damage or warranty claims are also not recognised. In the event of a defect, the buyer shall notify the seller within one (1) working day, who shall forward the complaint to the supplier, who shall rectify the defect if he acknowledges it. The seller is not liable for either direct or indirect damage and no claim can be made against him.
The ordered goods are considered to be of quality, which derives from possible catalogue data of manufacturers or suppliers.
The seller is not liable for defects or damage to the goods resulting from improper use, unauthorised or unprofessional installation, or interference with the product, or unprofessional start-up or defective or careless handling of the product, or violation of the manufacturer’s warranty conditions by the buyer.
The seller does not assume any guarantees or liability for any damage resulting from loss of income caused by interruption or downtime of production resulting from the use of the goods sold, as well as for any damage that may occur when working with the products sold.
The seller does not offer the buyer a guarantee for the sold products, and the buyer is obliged to enforce it directly with the manufacturer.
8. Appropriate use of supplied goods
The buyer guarantees to comply with the regulations on safety and environmental protection. In no event shall the seller be liable for any damage resulting from the operation of the delivered product or any damage suffered by the user of the product, regardless of whether the product has been used correctly or incorrectly.
9. Retention of title
The goods become the buyer’s property only when the seller receives the full purchase price and reimbursement of all costs incurred due to reasons on the part of the buyer or costs that increase the risk of the buyer, in case of delay with statutory default interest and court costs.
In the event that third parties have access to the goods subject to the reservation of title, especially in the case of seizure, the buyer is obliged to notify these third parties of the seller’s property in an appropriate manner and notify the seller immediately.
10. Withdrawal from the agreement
Termination of the contract by the buyer after payment of the advance is possible only upon payment of the cancellation fee. In this case, the amount of the advance represents the cancellation fee. The buyer is obliged to reimburse the seller for all costs incurred by the legal transaction due to the withdrawal (ordering goods from the supplier, packaging, shipping, etc.), within 8 days of receiving the seller’s request, otherwise it is considered to be in arrears. Termination of the contract shall be notified to the seller in writing, by registered mail to the address Cankarjev drevored 46, 6310 Izola.
The buyer who withdraws from the contract and leaves the seller a withdrawal fee as a result can no longer demand the fulfilment of the contract.
The buyer can withdraw from the contract until the goods are loaded on the means of transport at the place of dispatch, i.e. when the goods are ready to leave the manufacturer’s warehouse. After this point, the buyer can no longer withdraw from the contract.
In the event that the seller cannot fulfil its contractual obligations, the seller is obliged to return the entire purchase fee already received, which is not interest- free, to the buyer. The buyer has no other claims against the seller due to the seller’s withdrawal from the contract. The seller may withdraw from the contract until the goods are ready for unloading at the place of destination.
In the event of significantly changed market conditions, contractors and suppliers or significant changes in legislation that occur after the conclusion of the contract in accordance with these GTC, but before the delivery of goods to the buyer, the seller may unilaterally change the terms of sale or withdraw from the contract.
11. Authorised persons and communication between clients
If the buyer is a legal person or a sole proprietor, all legal actions must be performed by his legal representative. If another employee does so, he is deemed to have this authority and the buyer cannot raise an objection that the legal act was not performed in his name and on his behalf. If it later turns out that the employee or another person did not act in the name and on behalf of the buyer, then that person is obliged to pay the full amount and reimburse all costs as if he were the buyer himself.
12. Personal data protection
By accepting these GTC, the buyer gives his consent for the automatic storage and processing of personal data provided on the basis of the sales contract and within the framework of the concluded contract.
The buyer allows the data to be processed and made available to the official authorities when necessary to fulfil the obligations assumed by the contract.
The buyer undertakes to notify the seller of any changes in personal data necessary for the performance of the contract. If any costs are incurred due to untimely communication of the data or other damage is caused to the seller, the buyer is obliged to reimburse it.
13. Dispute Resolution
In the event of disputes arising from the legal relationship to which these GTC apply, the court having jurisdiction shall be the court of the place where the seller’s headquarters is located. The law of the Republic of Slovenia applies.
14. Validity and application of general terms and conditions
By confirming the offer and paying the advance according to the pro forma invoice, the buyer fully accepts these GTC and agrees that they apply to the legal relationship between him and the seller.
These GTC may be partially or completely excluded or amended for an individual sales contract only by a written contract between the seller or the buyer concluded before the conclusion of the contract. If the buyer is a legal person or an entrepreneur who has his own terms of business, the GTC in question applies to all legal relations between the buyer and the seller. Different GTC are binding on the seller only if he explicitly confirms them in writing before concluding the contract.
The law of the Republic of Slovenia shall apply to issues not regulated in these GTC. These GTC are valid from 1 January 2024.