General sales terms and conditions

I. Validity

The General Conditions of Sale are an integral part of sales transactions in which RAZ-REZ d.o.o. (hereinafter: RR) is engaged. They can be found on the company's website www.raz- rez.com. They are an integral part of the offer, contract or order confirmation, except in cases where the contracting parties reject an application by an explicit written agreement. By placing an order, the buyer accepts the validity of our General Conditions of Sale with regard not only to the respective order but also to all future orders.

II. Offers and Quotations

Offers and quotations are not binding for the RR. A contract is valid only after the RR has accepted the order by issuing an order confirmation. The RR has the right to confirm the order within 7 working days from the receipt of the order. Additional agreements in connection with the offer or order confirmation are only valid if confirmed by the RR in writing. The pro forma invoice issued shall be deemed an offer. The obligations of the RR begin from the date when the amount of the pro forma invoice is paid; however, this is only valid if the payment is made within the time limit as specified in the pro forma invoice. We reserve all copyrights and rights of ownership to drawings enclosed with our offers. They must not be made available to third parties and must be returned to us on our request if the order is not placed with us. We reserve the right to charge you for the additional costs on the item, if the drawing changes after receiving our order confirmation.

III. Prices and Terms of Payment

Prices are understood as “EXW RAZ-REZ d.o.o., unless the offer or order confirmation or any other document representing a concluded sales agreement with the buyer stipulates a different agreement. The prices indicated on the order confirmation apply to an individual sales transaction. The RR shall reserve the right to change the price in cases where the purchase price of input materials increases by 10% or more (from the date of the order confirmation to the date of the agreed delivery of goods). Payment shall fall due on the dates indicated on the issued invoices. Unless otherwise agreed in writing, payment of all invoices must be made by bank transfer and without deductions. All bank charges are shared charges (SHA); the buyer pays the fee for executing the payment and the beneficiary pays the fee for receiving the payment. In cases of delayed payment RR shall reserve the right to charge legal interest for the delay, from invoice due date to the payment. If the buyer is in delay of payment of two or more invoices, or if his essential reduction of financial solvency or bad property status or heavy financial situation becomes known, and if he cannot provide sufficient security as required by the RR, then all existing claims shall fall due for immediate payment. RR shall then have the right to execute all open deliveries only on the basis of an advance payment, or he can withdraw from the agreement within a reasonable time. If the buyer is essentially in delay of payment of at least one invoice, RR is entitled to change the payment term for currently ordered goods or even to withdraw from the order.

IV. Delivery of Goods

The delivery dates indicated on the order confirmation are only approximate dates on an EXW RR basis. The delivery date can be finally specified when all details are clear and agreed, but in no case prior to the receipt of all records, documents and confirmations to be obtained by the buyer and the receipt by us of the advance payment, if any, to be made by the buyer. In case of force majeure, stoppages in production, breakdown of machinery or other extraordinary events RR shall reserve the right to extend delivery dates for the period of time equal to the duration of the extraordinary event. The same applies for delays due to RR not being supplied correctly or on time through no fault of our own. In cases of a delayed delivery date RR shall inform the buyer and name a new delivery date. Partial shipments in an admissible extent are allowed and can be invoiced by RR.

V. Reservation of Title

The delivered goods shall remain the property of RR until they have been paid for in full. The buyer shall participate in all measures necessary to protect the ownership of RR.

VI. Liability

RR guarantees that the delivered goods shall have no defects and shall comply with the specification on the order and order confirmation. In case of non-compliance of the agreed quantity or quality RR shall undertake to replace or repair the defective goods. RR shall not be in any case held liable for damages due to loss of production, loss of profit or loss of business interest. RR’s liability is limited to the amount of the individual sales transaction under claim.

VII. Warranty for Defects

The buyer shall be obliged to inspect the goods when taking over, and shall complain about obvious defects immediately on takeover, and about hidden defects as soon as they are discovered, though not later than within 6 months from the receipt of goods. RR shall not warrant for defects of goods if they were used for purposes not known at the time the contract was concluded, and RR is not liable for defects based on misuse, incorrect installation or operation, or use of inappropriate equipment or material by the buyer or user. In cases of a justified complaint the buyer shall have the right to demand goods to be repaired or replaced, or the price be decreased.

VIII. Confidentiality

Both contracting parties shall keep confidentiality and not disclose to any third party any business information obtained in connection with the concluded agreement which contains these General Conditions of Sale as its integral part.

IX. Legal Jurisdiction

The parties agree to solve all disputes in an amicable way. If the parties cannot find a solution, the law of the Republic of Slovenia shall be applicable. The District Court in Slovenj Gradec, Slovenia shall be the competent court.

X. Final Stipulations

These General Conditions of Sale shall apply for an indefinite time period or until they are replaced with new ones. Any modifications and supplements to these stipulations are binding only if confirmed by the contracting parties in writing.