Cookie Policy and General Terms & Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE

1. General provisions

1.1. These General Terms and Conditions of Sale (hereinafter: GTC) regulate the contractual relations between Aplast d.o.o. (hereinafter: the Seller) and the customer (hereinafter: the Customer or Buyer), who contacts the Seller in connection with the Seller’s registered business activities.

1.2. These are the only terms and conditions applicable to any sale or service performed by the Seller for the Buyer.

1.3. The Seller’s GTC shall always prevail over any general purchasing terms and conditions of the Customer. No provisions that contradict, are inconsistent with, or supplement these GTC, whether issued by the Customer on documents sent to the Seller or forming part of the Customer’s own terms and conditions, shall be acceptable or binding upon the Seller, even if the Seller does not expressly object to them, even if an order has been confirmed, work has begun, or the ordered service has already been performed. These GTC shall prevail over the provisions in the Seller’s offer, except where the Seller’s offer expressly states which part of the GTC shall not apply to the specific transaction and such offer has been signed by the Seller’s director.

1.4. These GTC may be amended only with the Seller’s express written consent, specifying the amendments. Personal or telephone agreements shall become valid only upon the Seller’s written confirmation of the validity of such agreement.

1.5. These GTC are published on the Seller’s website at www.aplast.si and are freely accessible to every Customer. For all matters not defined in these terms and conditions, the regulations and legislation valid in the Republic of Slovenia shall apply.

2. Offers and orders

2.1. The Seller’s general offers published on the internet, in other printed or digital media, as well as in promotional materials and advertisements, are not binding on the Seller and are for information purposes only.

2.2. Technical data provided by the Seller in connection with the supply of goods are informative. They do not constitute guaranteed characteristics, but descriptions or identifying features of the goods. Differences are permitted if they are consistent with the production process, standard commercial practices, legal requirements, technical improvements, standards, etc.

2.3. Before accepting an offer or confirming an order, the Buyer is obliged to carefully review the offer, including all items, and in case of any ambiguity request written clarification from the Seller. After accepting the offer, making partial or full payment and/or concluding the contract, references to ambiguities and/or lack of knowledge of the content of the offer and/or contract shall not and cannot constitute grounds for asserting warranty or complaint claims by the Buyer.

2.4. A Buyer’s request for clarification submitted after the offer has already been accepted, the contract concluded, or delivery at least partially completed, shall not justify a change to the order and shall not constitute grounds for a complaint.

2.5. Any of the following acts shall be deemed acceptance of an offer or confirmation of an order:

– written confirmation of the offer – order;
– a written order submitted.

3. Cancellation of orders

3.1. After acceptance of the offer, unless otherwise agreed in writing, the Buyer may not cancel, modify or temporarily suspend any order, except on condition that the Buyer fully reimburses the Seller for all costs incurred, including the costs of all work and materials used or ordered before the cancellation or modification of the order, arising for the Seller due to cancellation, temporary suspension or modification of the order.

3.2. In addition to the above costs, the Seller shall also charge the Buyer a contractual penalty amounting to 15% of the value of the cancelled order.

3.3. All offers, agreements and confirmations between the Buyer and the Seller must be in writing. Additional oral agreements or written requests by the Buyer shall be invalid/null and void unless confirmed in writing by the Seller.

3.4. Each offer of the Seller is confidential and may be used only by the addressee named in the offer for internal use.

3.5. An order shall be deemed complete if it contains all data required for the production of the goods, including product code and quantity. All submitted orders shall be deemed to relate to standard goods from the Seller’s production programme, unless the parties specifically agree in the offer on specific characteristics of the goods.

3.6. The place of performance for all orders, deliveries, supplies, payments and other performance obligations of the Seller or the Buyer shall be Ložnica pri Žalcu 37, 3310 Žalec.

4. Tools for manufacturing products

4.1. If the Buyer wishes the Seller to manufacture products using tools owned by the Buyer, the Buyer shall provide such tools to the Seller for free use. The Seller shall use such tools to manufacture products according to the Buyer’s order. The tools and products made with such tools shall not be accessible to third parties, except where otherwise agreed with the Buyer and in the cases specified below.

4.2. The Seller may also manufacture tools itself according to the Buyer’s designs or according to designs prepared by the Seller at the Buyer’s request, exclusively for the purpose of manufacturing products at the Seller’s facilities. A tool manufactured by the Seller for the Buyer shall become the Buyer’s property under the following conditions:
– that the Buyer fully pays the price for the individual tool as specified in the offer; and
– that the Buyer purchases from the Seller the number of products made using the individual tool as specified in the offer for that tool;
provided that, notwithstanding both of the above, ownership shall not pass before the expiry of 5 years from manufacture of the tool. If the Buyer wishes to take possession of the tool before that time, the Buyer must, before taking possession, pay the Seller compensation equal to twice the already invoiced price of the tool.

4.3. Upon written order of the tool, the Buyer shall provide designs, sketches, tolerances and product requirements, which must be approved by the Seller.

4.4. Upon written order, the Buyer must pay at least 60% of the offered tool price as an advance payment, 30% within 8 days of manufacture of the tool, and 10% within 30 days after acceptance of the first sample product. The Seller shall manufacture the tool within the mutually agreed period, which shall begin on the date of order confirmation, but not before receipt of the agreed advance payment. The Buyer and the Seller may also agree special payment terms stated in the Seller’s offer.

4.5. After manufacture of the tool, the first zero-series/sample product shall be produced and made available to the Buyer for inspection, EXW Seller’s registered office.

4.6. The Buyer shall confirm the sample product in writing or notify the Seller in writing of the required changes. The Seller shall implement the requested changes and produce the second sample product at its own expense only if the first zero-series product deviates from the basic requirements submitted by the Buyer. All other changes to the tool and additional sample pieces shall be charged to the Buyer.

4.7. Regular maintenance of tools shall be carried out periodically according to the planned maintenance schedule and the Seller’s price list. In the event of tool wear, the Seller shall notify the Buyer in writing and estimate the repair costs.

4.8. If the Buyer requests a modification of the tool, the Buyer must submit the requested modification to the Seller in writing, documented with a sketch or design. The Seller shall verify, in view of its technological process, whether the proposed modification is feasible, evaluate it and send a written offer with the price and estimated completion deadline. The Seller may always require modification of the tool if the tool is no longer suitable for serial production.

4.9. The Seller shall store the tool in a suitable location. Annual storage costs charged by the Seller to the Buyer once per year amount to EUR 150/m²/year. These costs shall be charged where the ordered quantities of products manufactured using the tool do not reach the expected quantities.

4.10. The Seller has the right to use tools owned by the Buyer as security for the settlement of outstanding receivables and any other costs incurred in relation to the Buyer. If the Seller enforces this security, it has the right, in relation to the tool, to:
– sell the tool and satisfy its claim from the proceeds;
– use the tool to manufacture products for other buyers, without any liability for damages towards the owner of the tool;
– hand over the tool for destruction or disposal.

The Seller shall notify the Buyer of its decision in writing. After such written notice, the Seller shall have no further obligation towards that Buyer arising from the relevant product and/or tool.

5. Prices

5.1. Prices of standard products are set out in the generally applicable price list. All prices are expressed in euros and do not include VAT, any other taxes, duties or packaging. Prices apply EXW Seller’s warehouse.

5.2. If conditions on the markets for raw materials, energy products, supply routes, economic operations or measures of state institutions change rapidly, the Seller has the right to abolish the generally applicable price list and operate on an offer-demand basis.

5.3. Prices apply for the period stated in the price list or offer. The Seller shall notify the Buyer of price changes by submitting a new price list or offer.

5.4. For offers, price lists, contracts, agreements and orders for serial products valid for more than 6 months, it is expressly agreed that prices may change if the prices of raw materials, energy products, labour costs, duties, customs duties, exchange rates, transport routes, packaging or suppliers’ delivery conditions change by +5% or more compared with the time when the terms were agreed.

5.5. For non-standard products ordered by the Buyer and manufactured on the basis of the Buyer’s technical documentation, the product price shall be determined on the basis of the Seller’s offer.

5.6. The Seller always has the right to change the price in the event of any change by the Buyer to quantities, designs or specific characteristics of the goods. The Seller shall notify the Buyer of such change.

5.7. The Seller shall not be liable for any printing errors in the price list or offer or for obvious mistakes causing the stated price to materially deviate from the value of the Seller’s goods.

6. Payment

6.1. Payment terms are specified in the Seller’s offer. The payment due date is stated on the invoice. The payment term may be advance payment or deferred payment within the credit limit determined by the Seller based on the Buyer’s credit rating, taking into account the delivery of financial instruments securing payment obligations by the Buyer to the Seller and the Seller’s financing capacity. The Seller may revoke or change the credit limit at any time.

6.2. The usual methods of payment are bank transfer, assignment order, assignment of receivables and set-off. For late payments, the Seller may charge the Buyer statutory default interest.

6.3. Payment must be made by the Buyer in the currency stated on the invoice, pro forma invoice or contract. The Buyer shall also bear all costs of any bank fees or charges burdening the payment. The Seller must therefore receive into its bank account the amount shown on the invoice.

6.4. Payments received by the Seller shall first settle any costs and interest, and subsequently the invoices that fell due first.

6.5. The transaction account for payment is stated on the documents issued by the Seller. Before the first payment, the Buyer shall verify by telephone with the Seller’s account manager the correctness of the transaction account stated on the issued documents. Any change to the Seller’s transaction account shall be communicated by the Seller to the Buyer in writing by special notice signed by the Seller’s responsible person. Before making payment to the changed transaction account of the Seller, the Buyer must again verify by telephone with the Seller’s account manager the authenticity of the notice of change. The Buyer must also verify the changed account in the public records of the Agency of the Republic of Slovenia for Public Legal Records and Related Services – https://www.ajpes.si.

6.6. A money transfer to the Seller shall be deemed completed when the money is received in one of the Seller’s bank accounts officially published on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services.

6.7. If the Buyer transfers the purchase price to a bank account not owned by the Seller, the Buyer shall be deemed not to have fulfilled its payment obligation and the Seller shall still have the full claim against the Buyer. In such cases, the Buyer shall be solely liable for all damage incurred due to incorrectly executed payment, as such conduct by the Buyer shall be deemed to result exclusively from the Buyer’s negligence in failing to verify the correctness of the account as stated above.

6.8. The Buyer is not entitled to withhold or reduce payment or compensation or to perform a set-off on the basis of any warranty or complaint claim pending against the Seller.

7. Delivery periods and delivery terms

7.1. Delivery periods are stated in the Seller’s offer or pro forma invoice. They are always stated on the basis of current stock, production conditions and market conditions. The delivery period shall be agreed by the Seller and Buyer for each individual order. The final delivery period is specified in the order confirmation sent by the Seller to the Buyer. The delivery period begins to run from that moment.

7.2. The delivery period may always be extended in cases of:
– force majeure or other circumstances outside the Seller’s sphere of decision-making, including difficulties in the supply of raw materials, energy products, materials for the product, labour, or measures imposed by competent official public authorities;
– inability of suppliers, manufacturers, subcontractors, freight forwarders, etc. to fulfil their obligations;
– other justified reasons on the Buyer’s side.

The party affected by such reasons and the extension of the period must notify the other party as soon as possible, but still during the delivery period; otherwise the Seller or the Buyer shall be in delay. The delivery period may be extended at most for the duration of such circumstances.

7.3. The party on whose side there is no reason for extension shall, upon occurrence of the listed circumstances, have the right to withdraw from the contract if such circumstances would extend the delivery period by more than 60 days and such delivery would no longer be meaningful for the Seller or Buyer.

7.4. The Buyer shall be in default of acceptance, and the entire risk of accidental destruction, damage and possible misappropriation shall pass to the Buyer, on the first day when the goods are made available to the Buyer, but not before the confirmed delivery period. If the Buyer fails to take over the goods within 10 calendar days from the day the goods are made available within the confirmed delivery period, additional storage costs may be charged from the 11th calendar day from the day the goods were made available, for storage of the goods in a remote warehouse.

8. Storage of goods not taken over on time – storage charges

8.1. The Seller leases a remote warehouse for storage of goods not taken over for various reasons. The Seller enables the Buyer to use the warehouse under the following conditions:
– outdoor storage at EUR 2/m²/month;
– covered storage at EUR 10/m²/month;
– handling costs, including loading, transport to the remote warehouse and unloading, at EUR 6/m².

8.2. Goods in the Seller’s warehouse for which the Buyer is in default of acceptance are not insured against any risks.

8.3. The condition for taking over already paid ordered products is full payment of the incurred storage charges.

8.4. The Seller always has the right to fulfil its obligation by partial deliveries, with prior notice to the Buyer of at least three days, unless expressly agreed otherwise in writing.

8.5. In the event of late payments, the Seller may withhold deliveries and the Buyer shall be deemed to be in default of acceptance. The Seller’s obligations under the contract shall become effective only after the Buyer has previously fulfilled all of its obligations. If the Buyer fails to fulfil its obligations within the agreed period, the Seller may, after granting the Buyer an additional period for fulfilment and after expiry of that period, withdraw from the contract and claim compensation for all damage incurred. The Buyer’s default of acceptance shall occur on the day following receipt of the Seller’s notice that the goods are ready for takeover.

8.6. Solely and exclusively in the event of delay in the delivery period caused by the Seller through gross negligence or intent, the Buyer shall be entitled to compensation amounting to 0.5‰ of the purchase price per week. In no event shall such compensation exceed 3% of the value of the undelivered order. Such compensation shall fully cover all losses and damage incurred by the Buyer due to delay or non-delivery of the ordered goods and shall replace any other right the Buyer may have against the Seller arising from or in connection with delay in delivery.

9. Retention of title

9.1. In the event of non-payment and/or non-fulfilment of the Buyer’s obligations, the Seller reserves ownership rights even after delivery of the goods to the Buyer until the Buyer has paid the full purchase price or fulfilled all obligations in full, including ancillary claims, interest and costs. Until payment of the full purchase price, the Buyer must handle the goods with the care of a prudent manager.

9.2. In the event of the Buyer’s insolvency, the Seller may send the Buyer a list of goods subject to retention of title. By placing an order, the Buyer gives the Seller irrevocable consent and permission for unobstructed access to its premises and unobstructed takeover and removal of unpaid goods. The Buyer is prohibited from pledging goods delivered subject to retention of title, giving them as security to a third party, or transferring ownership to a third party.

10. Service department

10.1. For products subject to servicing, the Seller has organised its own service department for the territory of Slovenia. The Buyer is obliged, for such products, to establish at its own expense and under its own responsibility its own service department for providing services in the territories where it places the Seller’s products.

The Seller shall approximately once every two years, or as necessary, organise training in the field of products and their servicing according to a prepared programme, generally at its registered office. The Buyer shall be informed of the date. The Buyer is obliged to attend the training at its own expense. Without establishing its own service department and regularly attending training, the warranty for such products shall not apply.

11. Warranty and guarantee

11.1. Regardless of any contrary provisions in the contract or other mutually concluded issued documents, and to the extent permitted by law, the total liability for damages of the Seller, its affiliated companies, employees and subcontractors arising from tortious conduct, including negligence and strict liability for any act or omission, shall be limited by the terms and conditions of the manufacturer’s liability insurance under the concluded insurance policy. In the event of a product defect, the amount of compensation shall be limited to the value of a new Seller’s product.

11.2. The Seller shall not be liable for defects and damage to products resulting from normal wear and tear, improper installation in the environment, unsuitable, incorrect or excessive use, or use for purposes other than those for which the product was intended.

11.3. The Seller declares that its goods shall be manufactured in accordance with the standards and characteristics arising from the technical documentation accompanying the goods. All Seller’s products have a warranty solely to the extent and for the duration stated in the delivered warranty terms and warranty statements. The warranty period begins when the goods are made available to the Buyer or when the Buyer falls into default of acceptance, at which point the risk of accidental destruction and damage passes to the Buyer.

11.4. No warranty exists in relation to descriptions and specifications communicated through written or oral statements by the Seller’s employees that are not consistent with the warranty statement of the Seller’s authorised person for the sold goods.

11.5. The warranty shall not apply where the defect arises due to the fault of a third party, the Buyer, or a person for whom the Buyer is responsible, especially not for products damaged during loading, transport or unloading. The warranty also does not cover products with defects resulting from failure to comply with the Seller’s instructions regarding correct handling, installation, assembly or use, or resulting from weather phenomena. The warranty likewise does not cover defects resulting from overloading the product beyond its limits, negligence, incorrect operation of the product, use of unsuitable materials, or defects resulting from the characteristics of the base material supplied to the Seller by the Buyer itself for manufacture of the product.

11.6. The Seller shall not be liable for any damage incurred by the Buyer as a consequence of the Buyer’s delays in fulfilling contractual obligations, especially due to incorrect or inaccurate data, specifications, projects or any other information provided by the Buyer.

11.7. If the Seller manufactures goods on the basis of construction data, sketches, models and other Buyer’s specifications, the Seller’s warranty shall be limited solely to the conformity of the manufactured goods with the Buyer’s specifications.

11.8. The Seller gives no warranty in the case of sale of used, commission-assessed goods, machines and devices.

11.9. The Seller shall not be liable for damage not occurring directly on the product, in particular not for the assembly into which the product is installed, nor for any consequential damage, whether direct or indirect, lost profit and/or other pecuniary or non-pecuniary damage incurred by the Buyer.

11.10. The Buyer may assert warranty or guarantee claims only if it immediately after the defect appears submits to the Seller a written notice of defect with all attachments listed below and the Seller receives such notice. In the written notice, the Buyer must submit the invoice for purchase of the product and evidence of the defect, consisting of photographs of the defective product and a fully completed complaint report.

11.11. If the Seller assesses that the warranty claim is justified, it shall be exclusively within the Seller’s discretion to decide how the defect will be remedied, either by repairing the product or part of the product, replacing the product or part of the product, or approving a reduction of the purchase price to the Buyer. The Buyer may not demand a new product if the Seller remedies the defect and provides warranty for the remedy.

11.12. In the event of unauthorised physical intervention in the product without the Seller’s written consent, the warranty or guarantee shall not apply. The Buyer is likewise not entitled to reimbursement of any costs incurred by resolving the complaint independently or through other persons for whom the Seller did not give written consent to the Buyer.

11.13. If the Buyer asserts warranty or guarantee claims unjustifiably, it must reimburse the Seller for all costs incurred in such case. The Seller shall issue an invoice to the Buyer.

12. Industrial property rights

12.1. If the Seller manufactures items in accordance with any data, instructions, sketches, constructions, models or other specifications provided by the Buyer and subject to industrial property and/or copyright protection, and a claim for damages is made or legal proceedings are initiated against the Seller, the Buyer must reimburse the Seller for all costs and damage incurred in this connection and must, at its own expense, protect the Seller against any costs, damage and/or legal proceedings and provide the Seller with legal assistance in such proceedings at its own expense.

12.2. If a claim is made or proceedings are initiated against the Buyer due to alleged infringement of intellectual property rights and/or copyright relating exclusively to products designed and manufactured by the Seller, and not based on the use of products in combination with products of other manufacturers from the Seller’s own production programme or any part thereof, or if any allegation of such infringement arises, the Seller may, at its own choice, settle the matter or conduct the defence in any proceedings at its own expense, provided that:

– the Buyer does not admit the existing infringement, but immediately notifies the Seller in writing of any allegations or commencement of activities and proceedings;
– the Buyer allows the Seller to respond to the allegations and conduct all negotiations related to such allegation and defend itself in the relevant proceedings;
– the Buyer provides the Seller with all assistance, information and permissions required from its side for this purpose;
– the Buyer does not, by any act, including any admission, confirmation or omission, affect the conduct of the defence.

12.3. The Seller shall have none of the obligations stated in the previous paragraph if the Buyer enters into any settlement in connection with this without the Seller’s consent.

12.4. The Seller’s industrial and intellectual property rights are the exclusive property of the Seller. The Buyer may not reproduce or disclose, or permit the reproduction or disclosure of, data, plans, drawings and equipment or any part thereof without the Seller’s written consent.

13. Personal data protection

13.1. Personal data protection shall be governed and applied in accordance with the current provisions of the document “Personal Data Protection Policy”, which is published on the Seller’s website and is deemed an integral part of these General Terms and Conditions.

14. Protection of trade secrets

14.1. Each party undertakes to protect all data obtained or disclosed to it on the basis of the mutual business relationship as trade secrets throughout the duration of the contractual relationship and for at least 5 years after termination of the contractual relationship. The parties may also extend such period in a mutually concluded contract.

14.2. If there is a possibility that significant damage could be caused to either party due to disclosure of a trade secret even after expiry of the period specified for protection of trade secrets, the data shall, by special agreement, continue to be maintained as trade secrets.

14.3. Trade secrets include in particular all information disclosed by either contracting party during discussions, negotiations or other actions or for the purpose of fulfilling any contract between the parties, including primarily but not exclusively the following data: personal data, information, technical data, procedures, drafts, sketches, plans, drawings, models, 3D models, shapes, images, algorithms, source codes, specifications, instructions, standards, constructions, reports, forms, processes, lists, certificates, patents, trademarks, discoveries, ideas, concepts, knowledge, techniques, market plans, objectives, sales data, turnover, profit, computer programs and software, databases and software documentation, data containing information, knowledge, financial, commercial, pricing or marketing data relating to the party’s business operations, and other technical, financial or business information of the transferor disclosing the data, or relating to current or future mutual cooperation between the transferor and recipient, provided in any form and manner, orally or in writing, coded, graphic or other tangible form, including any electronic, magnetic or optical form, materialised in the form of documents, software, promotional and presentation material, equipment and pilot projects, and non-materialised when presented orally and identified as confidential, and all other data marked as trade secrets.

14.4. The breaching party shall be liable for damages for all damage incurred due to breach of trade secrets.

15. E-business

15.1. The Seller promotes increased digital business between business partners for the purpose of environmental protection and faster flow of information in mutual business operations. The term e-business means the sending of electronic invoices, digital signatures of documents and transmission of documentation by e-mail. Scanned versions of signed documents are sufficient for the validity of concluded contracts, agreements, invoices, etc.

15.2. Mail sent by the Seller to the Buyer’s e-mail address published on the Buyer’s website or in official public records shall be deemed delivered to the Buyer at the moment the message is sent and no non-delivery notification is received. From that day, any deadlines linked to the day of receipt of mail shall begin to run. Each party is itself obliged to ensure protection of its e-mail address against intrusions.

15.3. The Seller’s general e-mail address is info@aplast.si.

16. Severability clause

16.1. If any provision of these General Terms and Conditions is or becomes wholly or partially invalid or unenforceable, or if there is a legal gap in these General Terms and Conditions, this shall not affect the remaining provisions. In such case, the parties shall endeavour to replace the invalid or unenforceable provision with a valid provision that achieves the purpose of the replaced provision.

17. Dispute resolution

17.1. All disputes that may arise in connection with the valid conclusion, breach, termination and legal relationships arising from these General Terms and Conditions shall be resolved amicably. For disputes that cannot be resolved in this manner, the court in Celje shall have jurisdiction, and Slovenian law shall apply. These General Terms and Conditions are governed by Slovenian law and shall be interpreted accordingly, whereby the United Nations Convention on Contracts for the International Sale of Goods is excluded.

18. Final provisions

18.1. These General Terms and Conditions are written in Slovenian and English and are published on the website of Aplast d.o.o. In the event of any differences or ambiguities, the Slovenian version of these General Terms and Conditions shall prevail.

18.2. These General Terms and Conditions enter into force on the date of publication on the Seller’s website and remain valid until revoked or until new General Terms and Conditions are adopted and published. These GTC apply to all business events arising after the date of publication of these terms and conditions.

In Žalec, 15 March 2022

Branko Potočnik
Director