1. Validity
The following Terms and Conditions of Purchase apply to all orders and other purchases made by PROVIDUS d.o.o. (hereinafter referred to as the Customer). They apply in particular to orders, reorders, etc., which arise from ongoing business relationships. In the event that the Supplier’s General Terms and Conditions are not in part or in full in accordance with these Purchase Conditions, the Customer’s terms and conditions shall prevail, without further need for explanation. Otherwise, this shall only apply where the Purchaser has expressly agreed in writing to deviate from the Purchaser’s terms and conditions vis-à-vis the Supplier. By executing the Purchase Order, the Supplier expressly acknowledges the following Purchase Terms in their entirety. If the Supplier does not agree to the aforementioned conditions, it shall immediately inform the Purchaser in writing before the order is executed. The Customer reserves the right to withdraw the order in this case. In this case, the Supplier shall have no right to any objection.
2. Order, confirmation
An order is deemed to have been issued if we draw it up and sign it. We shall not be bound by an order issued orally unless subsequently approved in writing. Each shipment must be accompanied by a dispatch receipt or delivery note containing our order number. In the individual case, our samples together with the tolerance data are binding. By accepting the order, the Supplier acknowledges that he has informed himself by consulting the plans as to the manner of execution and the scope of the delivery or service. In the event of any manifest error, typographical error or calculation error in our documents, plans and drawings, we shall not be under any obligation. The Supplier is obliged to notify us of such errors so that we may correct the order. The same shall apply in the case of missing documents or drawings. Acceptance of the order must be confirmed in writing within 2 working days of the order. Failure to do so shall entitle us to cancel the order and we reserve the right to place the order elsewhere. Deviations in quality and quantity from the text and content of our order and subsequent changes shall be deemed to have been agreed in the first instance, provided that they are expressly confirmed in writing. Drawings, samples or similar finished products and incomplete products that we pass on or that are made to our order shall remain our property and may be passed on to third parties with our express written permission. Other arrangements in individual cases shall be returned immediately after the order has been executed, without special invitation.
3. Delivery dates
The agreed delivery times and dates are absolutely binding. They shall run from the date of the order. Within the delivery period or deadline, the goods must be delivered at a place specified by us. In the event of an expected delay, the Supplier must immediately notify us in writing and accept our decision to maintain the order. If the Supplier is in default, we shall be entitled, upon notice, to penalties of 1% of the net order value per day of delay, up to a maximum of 10% of the net order value on demand of delivery and/or to rescind the contract and to compensation for all damages caused to us by the non-performance of the contract. Penalties will be claimed in a claim for damages. We shall not be obliged to take delivery before the expiry of the delivery period.
4. Prices and payment terms
Prices and fixed prices shall apply unless reduced by the Supplier. Price increases shall only be valid if confirmed in writing. The Supplier shall not set unfavourable prices or conditions than other customers, if and as long as they are equal or offer equivalent preconditions to the Supplier in the specific case. In the event of an apparent reduction in our own price, we shall be entitled to demand an appropriate discount. Invoices shall be issued for each individual order. Payment shall follow receipt of the goods without defect or after the service has been rendered without defect and after receipt of the invoice. In the case of partial deliveries, the same shall apply. Time delays caused by incorrect or incomplete invoices shall not affect the discount period. Payment shall in principle follow 30 days after access to the revised discount or final invoice. When a discount is granted, payment follows: up to 14 days with a deduction of 3% discount, up to 30 days net. Otherwise, payment is always made by us, subject to correction if errors are subsequently found. Supplier’s claims may only be passed on to third parties with our permission. When importing from or to third countries or EU countries, the supplier shall bear the sole responsibility for customs clearance in accordance with the regulations, the customs clearance procedure and the sales tax. For EU suppliers, the sales tax ID must always be provided.
5. Warranty, guarantee, fault-finding, transfer of liability
In addition to the obligation to deliver on time, the Supplier undertakes to ensure that the Goods, together with their packaging, conform to our instructions and that our order has been professionally executed to a satisfactory technical standard. In addition, the latest frameworks of accident prevention regulations, norms, regulations and rules of the professional association and the professional trade union must be observed. Receipt shall be followed by a reservation for a review of correctness and suitability. In the case of defective goods, whether discovered immediately or subsequently, the supplier shall be liable for the duration of the legal guarantee period, so that we shall be entitled, at our option and without prejudice to any right, to demand, subject to the time limit, free replacement, free rectification of the defect or an appropriate reduction in the price. If the Supplier fails to do so promptly, we shall be entitled to send the goods back at the Supplier’s risk as well as to source the goods elsewhere. In the event of an urgent and unavoidable defect, we shall be entitled to repair the defect ourselves or to have third parties do so for us and to charge the Supplier for the costs. Independently of this, we shall charge the Supplier the following flat-rate processing fee for processing the complaint as compensation for our cost:
| Value of the goods excluding VAT | Processing amount |
| up to EUR 1,000 EUR | 50 EUR |
| rom EUR 1,000 to EUR 5,0000 EUR | 100 EUR |
| over EUR 5,000 EUR | 150 EUR |
A complaint shall always be deemed to have been lodged in time if the defect is notified immediately upon discovery. The Supplier waives any objection of delay. For goods manufactured by the Supplier or for services rendered by the Supplier, the warranty shall end with the expiry of 5 years for substances and functions after delivery and receipt. It is expressly noted that payments for an order do not in principle include the receipt of the goods subject to reservation. These provisions also apply to replacement supply and repair. The transfer of liability to us shall take place upon receipt at the workshop or at the agreed place.
6. A higher power
War, civil war, export restrictions or restrictions on trade due to a change in political relations such as a strike, disruption of operations, operating restrictions, etc., which make it difficult or impossible for us to perform the Contract, shall be considered Force Majeure and shall relieve us of our obligation to take over on time for that period. The contractual party is obliged to make itself aware of this and to adapt its obligations to the changed relationship. In the event of such long-term events as strikes, restricted operation, etc., resulting in reduced consumption, we shall be entitled to withdraw from the contract in whole or in part, without the Supplier having any right of objection, whatever the reason. In such a case, we shall alternatively be entitled, at our option, to fix the time of acceptance, without the Supplier’s claims being forfeited as a result.
7. Responsibility
The Supplier shall be responsible in all respects for the overall quality and service of the Goods delivered as set out in the product description, drawings and quality certificate. The Supplier shall be liable that the delivery and use of the products do not infringe the economic protection rights of third parties and that there is no deviation according to EN standard or accident prevention regulation. The Supplier shall be liable for consequential damages that are proven to be one of their defects in the product. The Supplier shall indemnify us from liability for third party items insofar as the cause of the damage occurred in its area. This shall also apply where the Supplier manufactures the goods on the basis of plans, drawings, samples or similar descriptions and instructions provided by us.
8. Obligation of confidentiality
When the Supplier comes into contact with documents or objects through a business relationship, the Supplier must treat them as secret and must use and make available them as necessary for the performance of the contract. When third parties come into contact, the Supplier shall pass on the obligation of secrecy to those third parties. If the Customer orders from the Supplier items or goods which the Supplier delivers exclusively to the Customer, the Customer’s express written consent shall be required in the event of delivery of the same items or goods to third parties. If, as a result of a breach of the obligation of confidentiality, the Purchaser suffers damage for which the Supplier is liable, the obligation to indemnify shall extend to consequential damages arising from the defect.
9. Other, place of fulfilment, jurisdiction
The Supplier may assign the rights and obligations under the Contract only with the prior written consent of the Customer, in particular as regards the assignment of claims. The place of jurisdiction is SI-2000 Maribor. Slovenian law shall apply to all business relations between the Purchaser and the Supplier, to the exclusion of UN – Sales Law. If the provisions of the contract or the purchase terms are or will be invalid, the validity shall in all respects be void. The parties to the contract are obliged, within the scope of permissibility, to replace the invalid provisions with those which will achieve the economic objective. Amendments or additions to previous clauses shall be valid in writing. This shall also apply to certain amendments to written claims.
Validity: from December 2022
