GENERAL SALES CONDITIONS

1.1.              The General Sales Conditions (hereinafter: GSC) regulate contractual relations between the company Aplast d.o.o. (hereinafter: Seller) and the party (hereinafter: Customer or Buyer) who contacts the Seller in the course of the Seller's registered business. 

1.2.              The present General Sales Conditions shall apply exclusively to any sale or service provided by the Seller to the Buyer.

1.3.              They shall prevail over any other general purchasing conditions used by the Buyer. Any provision which is inconsistent, in contradiction with, or supplementary to these GSC and which appears on documents issued to the Seller by the Customer or forms part of the Customer's GSC shall not be deemed acceptable to the Seller and thus not binding on the Seller, even if not expressly objected to by the Seller, and even though there may have been a confirmation of the order, if the work has commenced or the services ordered have already been performed. These GSC shall prevail over any provision stipulated in the Seller's offer, except when the Seller's offer expressly includes a statement indicating which part of the GSC shall not be used in a particular transaction and if such an offer has been signed by a Director of the Seller's company.

1.4.              The present GSC may only be amended with the express written consent of the Seller, stating the details of the amendment.

                   Agreements made in person or by telephone shall become effective upon the Seller's written confirmation of the validity of the agreement.

1.5.              These freely accessible GSC are published on the Seller's website www.aplast.si. For all issues that are not defined in these General Sales Conditions, the regulations in force in the Republic of Slovenia shall apply.

2.1.               The Seller's offers published on the Internet, in other print or digital media, as well as in promotional materials are not binding on the Seller but merely informative.

2.2.               The technical data provided by the Seller regarding the delivery of the goods are merely informative, and not binding. They do not represent guaranteed characteristics, but rather descriptions or distinctive features of the goods. Variations that are consistent with the production process, standard commercial practices, legal requirements, technical improvements, standards, etc. are allowed.

2.3.               Before accepting an offer/confirming an order, the Buyer is obliged to thoroughly review the offer (check all the items included in the offer) and, in the event of any ambiguity, to ask the Seller in writing to clarify the ambiguous details. Upon acceptance of the offer, after making a partial or full payment and/or signing the contract, referring to ambiguities and/or lack of understanding of the contents of the offer/the contract shall not be the reason for the Buyer's claim.

2.4.              A Buyer's request for clarification of an ambiguity made after they have already accepted the offer or signed the contract, or once the delivery has been at least partially completed, does not justify a modification of the order and does not constitute grounds for complaint.

2.5.              Any of the following shall be considered as acceptance of an offer or confirmation of an order:
-         written confirmation of the offer/the order
-         written order
-         making a prepayment (advance payment, in part or in full)
-         delivering a specific security asset
-         signing the contract or the transaction/procurement agreement
-         possible fulfilment of contractual obligations
-         other implied actions indicating acceptance of the order, in particular in the case of an ongoing business relationship.

In all the above cases, the Buyer shall be deemed to have accepted the offer, to have carefully examined/understood/accepted the contents of the offer without any objection and that they are familiar with and fully accept the Seller's GSC.

2.6.              By accepting the offer, the Buyer shall be deemed to have verified on the market all the requirements laid down by the legislation binding on the Buyer and/or its client, and that the goods ordered fully meet all the requirements and preferences of both the Buyer's customer and the Buyer himself. Therefore, the Seller shall not be liable to the Buyer or to third parties for damages arising from any failure of the goods delivered to comply with such requirements.

3.1.              Upon accepting an offer, unless otherwise agreed in writing, the Buyer may not cancel, modify or suspend any order, except under the terms that the Buyer fully reimburses the Seller for the costs incurred (including the cost of any labour and materials used and ordered prior to the cancellation or amendment of the order) by the Seller as a result of the cancellation, suspension or amendment of the order.

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

3.3.              All offers, agreements, confirmations between the Buyer and the Seller must be in writing, whereas additional verbal agreements or the Buyer's written requests shall be void/invalid to the extent that they are not confirmed in writing by the Seller.

3.4.              Any offer made by the Seller is confidential and may only be used by the addressee indicated in the offer for internal use.

3.5.              An order is considered complete if it contains all the information necessary for the production of the goods (product code, quantity). All orders placed shall be deemed to be placed for standard items from the Seller's product range, unless specific characteristics of the items are specifically agreed by the parties in the offer.

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

4.1.              If the Buyer requires the Seller to manufacture products using tools owned by them, they shall provide the Seller with these tools free of charge. The Seller will use these tools to manufacture the products according to the Buyer's order. The tools and products manufactured using these tools shall not be accessible to third parties, except as otherwise agreed with the Buyer and as set out below.

4.2.              The Seller may also manufacture the tools themselves according to the Buyer's designs or, at the Buyer's request, according to their own designs, exclusively for the purpose of manufacturing products on the Seller's premises.

The tools made by the Seller for the Buyer shall become the property of the Buyer subject to the following conditions:
- the Buyer pays in full the price set out in the offer for each tool; and
- the Buyer purchases from the Seller the number of items manufactured by each tool as specified in the offer for each tool, but not before the expiry of  5 years from the manufacture of the tool, both as specified above.

If the Buyer wishes to take possession of the tools before that time, the Buyer shall pay to the Seller, before taking possession of the tools, compensation equal to twice the invoiced price of the tools.

4.3.              When ordering tools in writing, the Buyer shall be obliged to submit plans, drawings, specifications, and requirements for the product, which must be approved by the Seller.

4.4.              The Buyer is obliged to pay at least 60 % of the value of the offer price of the tools (advance payment) when placing a written order, 30 % within 8 days from the date of manufacture of the tools and 10% within 30 days of receipt of the first sample product. The Seller shall manufacture the tools within a mutually agreed time limit starting from the date of order confirmation, but not before receipt of the specified advance payment. The Buyer and the Seller may also agree on special payment terms, which are set out in the Seller's offer.

4.5.              After the tools are made, the first (zero sample) product shall be produced and made available to the Buyer for inspection, EXW parity at the Seller's headquarters.

4.6.              The Buyer shall confirm the sample product in writing or notify the necessary changes in writing. The Seller shall make the requested modifications and manufacture the second sample product at their own expense only if the first (zero) product deviates from the basic requirements provided by the Buyer. All other modifications to the tools and additional sample pieces will be charged to the Buyer.

4.7.              Routine maintenance of tools shall be carried out periodically, according to the scheduled maintenance plan and the Seller's price list. In case of tool wear, the Seller shall notify the Buyer in writing and estimate the cost of repair.

4.8.              If the Buyer requests a modification of the tools, the Buyer shall provide the Seller with the requested modification in writing, documented by a technical drawing or a plan. The Seller shall check the feasibility of the proposed modification in relation to their technological process, evaluate it and send a written offer indicating the price and the estimated production time. However, the Seller can always request a tool modification if it is no longer suitable for serial production.

4.9.              The Seller shall store the tools in a suitable place. The annual storage costs to be charged by the Seller to the Buyer once a year amount to EUR 150/m2/year. These costs will be charged in the event that the ordered quantities of products manufactured using the tools do not reach the scheduled quantities.

4.10         The Seller has the right to use the tools in the Buyer's possession as collateral to cover open claims and possibly other costs incurred to the Buyer. In the event that the Seller makes use of this collateral, and in respect of the tools, the Seller shall have the following rights:
- to sell the tools and repay the purchase price,
- to use the tools, to manufacture products for other buyers, without any liability to the owner of the tools,
- to recycle old tools.

The Seller shall inform the Buyer in writing of his decision. Upon the written notification, the Seller shall have no further obligation to the Buyer in respect of the product and/or the tools in question.

5.1.              Prices for standard products are set out in the generally applicable price list. All prices are in EUR, and do not include VAT, any other taxes, fees and packing costs. Prices are valid from the Seller's EXW headquarters.

5.2.              If the market conditions for raw materials, energy products, supply routes, the functioning of the economy or the actions of governmental institutions changes rapidly, the Seller shall have the right to suspend the generally applicable price list and to operate on a supply and demand basis.

5.3.              The prices are valid for the period indicated in the price list or offer. The Seller shall notify the Buyer of the price change by sending a new price list or offer.

5.4.              For offers, price lists, contracts, agreements and orders for batch products with a validity of more than 6 months, it is expressly agreed that prices are subject to change if the prices of raw materials, energy, labour costs, taxes, customs duties, foreign exchange rates, transport routes, packaging or suppliers' delivery terms change by + 5% or more from the time when the terms were agreed.

5.5.              The price for non-standard products made to the Buyer's order and according his specifications shall be determined based on the Seller's offer.

5.6.              The Seller shall always have the right to change the price in the event of any change made by the Buyer regarding the quantity, design or specific characteristics of the goods. The Seller shall notify the Buyer of any change.

5.7.              The Seller shall not be liable for any printing errors in the price list or the offer or for any obvious mistakes which would render the written price significantly inconsistent with the value of the Seller's goods.

6.1.              Payment terms shall be set out in the Seller's offer. The payment deadline shall be indicated on the invoice. The payment condition may be an advance payment or a deferral payment within a credit limit to be determined by the Seller, taking into account the credit rating of the Buyer, the financial instruments delivered by the Buyer to the Seller for securing the payment obligations and the Seller's financial capacity. The Seller may withdraw or amend the credit limit at any time.

6.2.              The usual methods of payment include money transfer, assignment, cession and compensation. For non-timely payments, the Seller may charge the Buyer default interest provision.

6.3.              Payment shall be made by the Buyer in the currency indicated on the invoice, pro-forma invoice or in the contract. The Buyer shall also bear the cost of any bank charges or fees that may be imposed on the payment. The Seller should then receive payment to his bank account in the amount shown on the invoice.

6.4.              Upon receiving the payment, the Seller shall first settle any charges and interest and then the invoices that are first due.

6.5.              The transaction account to be used for the payment shall be stated on the documents issued by the Seller. Before the first payment, the Buyer shall check with the Seller's administrator over the phone that the transaction account indicated on the documents issued is correct. The Seller will notify the Buyer immediately of any possible change to the transaction account in written form, with a special notification, signed by the Seller’s responsible person. Before payment is made to the Seller's changed transaction account, the Buyer is obliged to authenticate the change notification via telephone with the Seller's administrator. The Buyer is obliged to authenticate the changed transaction 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's bank account shall be deemed to have been made when the funds are deposited into 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 funds to the bank account not owned by the Seller, the Buyer shall be deemed to have failed to fulfil his payment obligation and the Seller retains the entire claim against the Buyer. In such cases, the Buyer shall be held solely liable for any damage arising from the incorrect payment, as such action on the part of the Buyer shall be deemed to be solely due to their negligence in not having checked the correctness of the invoice as stated above.

6.8.              The Buyer shall not be entitled to withhold or reduce any payment or compensation based on any type of open warranty or claim that they may have against the Seller.

7.1.              The delivery terms shall be specified in the offer or in the Seller's invoice. They shall always be based on current stocks, the current production situation and market conditions. The delivery date shall be determined by agreement between the Seller and the Buyer at the time of each individual order. The final delivery date shall be defined in the order confirmation sent by the Seller to the Buyer. The delivery deadline begins from then on. 

7.2.              The delivery deadline may be extended in the following cases:
- the occurrence of force majeure or other circumstances beyond the Seller's control, including difficulties in the supply of raw materials, energy, product materials, labour, measures imposed by the competent official public authorities,
- the inability of suppliers, manufacturers, subcontractors, freight forwarders, to meet their obligations, etc.
- other legitimate reasons on the part of the Buyer. 

Each party is obliged to notify the other party of the occurrence of such reasons and of the extension of the deadline as soon as possible, but still within the delivery period, otherwise the Seller's or the Buyer's delay commences shall occur. The delivery deadline may be extended for a maximum period of time during which such conditions persist.

7.3.              The party, which sees no reason in extending the deadline, has the right to withdraw from the contract upon the occurrence of the above stated circumstances, if the said circumstances extend beyond the delivery period by more than 60 days, and the delivery would thus become redundant to either the Seller or the Buyer.

7.4.              The Buyer shall be in breach of the laytime and bear the entire risk of accidental destruction, damage, or possible alienation, as from the first day on which the goods have been made available to them but not earlier than the confirmed delivery date. In the event that the Buyer fails to take over the goods within 10 calendar days from the date on which they are made available within the confirmed delivery period, the Buyer may be charged an additional storage fee for the storage of the goods at a dislocated warehouse from the 11th calendar day from the date on which the goods are made available to the Buyer.

8.1.              The Seller has rented a dislocated warehouse for the storage of goods that have not been collected for various reasons. The Seller shall allow the Buyer to use the said warehouse subject to the following conditions:
-                     open storage at EUR 2/m²/month
-                     storage in a covered warehouse at EUR 10/m²/month
-                     handling costs (loading, transport to a dislocated warehouse, unloading) at a price of EUR 6/m²                  

8.2.              Goods in the Seller's warehouse for which the Buyer is in breach of the laytime are not insured against any risks.

8.3.              Collection of already paid-for items is subject to full payment of the incurred demurrage costs.

8.4.              Unless otherwise expressly agreed in writing, the Seller shall always have the right to fulfil their obligation by partial deliveries, subject to at least three days' prior notice to the Buyer, unless otherwise expressly agreed in writing.

8.5.              In the event of late payment, the Seller may withhold deliveries and the Buyer shall be deemed to be in breach of the laytime. The Seller's obligations under the contract only come into force after the Buyer has previously fulfilled all their obligations. In the event that the Buyer fails to fulfil their obligations within the agreed period, the Seller may, after giving the Buyer a further period of time to do so, withdraw from the contract at the expiry of that period and claim compensation for any damage suffered. The Buyer's breach of laytime shall occur on the day following the Seller's notification that the goods are ready to be collected.

8.6.              Solely and exclusively in the event of a delay in the delivery date caused by the Seller's gross negligence or wilful misconduct, the Buyer shall be entitled to compensation of 0.5 ‰ of the purchase price per week. In any case, such compensation may not exceed 3% of the value of the undelivered order. Such compensation shall fully cover all losses and damages suffered by the Buyer as a result of the delay or non-delivery of the goods ordered and shall be in lieu of any other right the Buyer may have against the Seller arising out of or in connection with the delay in delivery.

9.1.              In the event of non-payment and/or non-performance of the Buyer's obligations, the Seller reserves the right of ownership, even after delivery of the goods to the Buyer, until the Buyer has paid the full purchase price or fulfilled its obligations in full, including incidental claims, interest and costs. The Buyer is obliged to handle the goods with due diligence until the full purchase price has been paid.

9.2.              In the event of the Buyer's insolvency, the Seller may send the Buyer a list of the goods subject to retention of title. By placing an order, the Buyer gives the Seller their irrevocable consent and permission to enter their premises and to collect and remove unpaid goods without hindrance. The Buyer is not allowed to pledge, give security to or transfer the ownership of the goods delivered subject to retention of title to a third party.

10.1.              The Seller has their own service centre for the products to be serviced within the territory of Slovenia. At their own expense, the Buyer shall be obliged to set up their own service centre for the purpose of servicing these products in the regions in which they place the Seller's products. At least once every two years or as required, the Seller shall organise product and service training according to a prepared programme, usually at their own headquarters. The Buyer shall be informed of the date.  The Buyer is obliged to undertake the training at their own expense. Without the establishment of their own service centre with regular training sessions, the warranty on the products is not valid.

11.1.              Notwithstanding any conflicting provisions in the contract or other documents issued, and to the extent permitted by law, the Seller's aggregate limit of liability, their affiliates, employees and subcontractors in tort, 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 compensation is limited to the value of the Seller's new product.

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

11.3.              The Seller hereby declares that their Goods will be produced in accordance with the standards and characteristics as set out in the technical documentation accompanying the goods. All the Seller's products shall be warranted only to the extent and for the duration in accordance with the warranty terms and warranty declarations delivered. The warranty period shall commence at the time when the goods are made available to the Buyer, or when the Buyer is in breach of the laytime, at which time the risk of accidental damage and deterioration shall pass to the Buyer.

11.4.              There is no warranty in respect of specifications and descriptions communicated by written and oral statements made by the Seller's employees, which do not comply with the warranty declaration made by the Seller's authorised person for the goods sold.

11.5.              The warranty does not apply in cases where the defect is the fault of a third party, the Buyer or a person for whom the Buyer is responsible, and in particular not for products damaged during loading, transport, or unloading. Products that have developed defects as a result of failure to follow the Seller's instructions for proper handling, installation, assembly, use or weather conditions are also not covered by the warranty.

                   The warranty also does not cover defects resulting from loading the product beyond its limit, negligence or mishandling of the product or the use of unsuitable materials and defects resulting from the characteristics of the basic material supplied to the Seller by the Buyer for the manufacture of the product.

11.6.              The Seller shall not be liable for any damages caused to the Buyer as a result of their (the Buyer's) delay in fulfilling their contractual obligations, in particular not as a result of incorrect or inaccurate data, specifications, designs or any other information provided by the Buyer.

11.7.              If the Seller manufactures the goods on the basis of design data, technical drawings, models and other specifications of the Buyer, the Seller's warranty is limited only to the conformity of the manufactured goods with the Buyer's specifications.

11.8.              The Seller shall not provide a warranty in the case of the sale of second-hand, consignment-valued goods, machinery and equipment.

11.9.              The Seller shall not be liable for damage not directly caused to the product, in particular to the assembly in which the product is installed, nor for any consequential damages (direct or indirect), loss of profits, and/or other pecuniary and non-pecuniary damages suffered by the Buyer.

11.10.           The Buyer may only invoke the guarantee or warranty, if, immediately after the defect has occurred, they submit to the Seller a written notice of the defect, together with all the attachments listed below, and the Seller receives the notice. In the written notice, the Buyer shall provide the invoice for the purchase of the product and the evidence of the defect, which shall be photographs of the defective product and a fully completed complaint report.

11.11.           If the Seller considers that the warranty is justified, it is the Seller's sole discretion to decide how to remedy the defect – either by repairing the product or part of the product, replacing the product or part of the product, or granting the Buyer a reduction in the purchase price. The Buyer cannot ask for a new product if the Seller rectifies the defect and guarantees the rectification of the defect.

11.12.           In the event of any unauthorised physical tampering with the product without the written consent of the Seller, the guarantee or warranty shall not apply. The Buyer shall also not be liable to be reimbursed any costs incurred by the Buyer themselves in resolving the complaint on their own account or through other persons for which the Seller has not given the Buyer their written consent.

11.13.           If the Buyer's invocation of the warranty is unjustified, they are obliged to reimburse the Seller for all costs incurred in that case. The Seller shall issue an invoice to the Buyer.

12.1.              If the Seller manufactures goods which conform to any information, instructions, technical drawings, designs, models or other specifications provided by the Buyer, and which are subject to industrial property and/or copyright protection and a claim for damages or legal proceedings are brought against the Seller, the Buyer shall indemnify the Seller against all costs and damages incurred in connection therewith, and shall indemnify and hold the Seller harmless at their own expense from and against any costs, damages and/or legal proceedings and shall provide the Seller with legal assistance in any such proceedings at the Seller's own expense.

12.2.              If the Buyer is the subject of a claim or proceeding for alleged infringement of intellectual property rights and/or copyrights relating solely to products designed and manufactured by the Seller and not based on the use of the products in combination with products of other manufacturers from the Seller's own product range or any of the Seller's works, or if any allegation of such infringement arises, the Seller shall be at liberty, at their option, to settle or, at their own expense, to defend any such action or proceeding, provided, however that:
- the Buyer does not admit the existing infringement but immediately notifies the Seller in writing of any allegations or the initiation of activities and proceedings,
- allows the Seller to respond to the allegations and to conduct all the necessary negotiations related to such allegations and to defend themselves in the relevant proceedings,
- provides the Seller with all the information and permissions necessary for the Seller to do so,
- does not influence the conduct of the proceedings by any action, including any admissions, acknowledgements or omissions. 

12.3.              The Seller shall have no obligations under the preceding paragraph if the Buyer enters into any settlement in connection therewith without the Seller's content.

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

13.1.              The protection of personal data is subject to the provisions of the "Personal Data Protection Policy", which is published on the Seller's website and shall be deemed to form an integral part of these General Sales Conditions.

14.1.              Each party undertakes to keep all information obtained or disclosed during the course of the business relationship confidential for the duration of the contractual relationship, and for a period of at least 5 years after the termination of the contractual relationship. The period so fixed may also be extended by the parties through a mutually agreed contract.

14.2.              If there is a possibility that significant damage may be caused to one of the parties as a result of the disclosure of a trade secret even after the expiry of the time limit for the protection of the trade secret, the information shall, subject to special agreement, continue to be kept as a business secret.

14.3.              In particular, any information disclosed by either party in the course of discussions, negotiations or other actions, or for the performance of any contract between the parties shall be considered a trade secret, including but not limited to the following: personal data, information, technical data, procedures, drafts, sketches, technical drawings, drawings, models, 3 D models, designs, images, algorithms, source codes, specifications, instructions, standards, designs, reports, forms, processes, lists, certificates, patents, trademarks, discoveries, ideas, concepts, know-how, techniques, marketing plans, objectives, sales data, turnover, profits, computer programs and software, databases and software documentation, data containing information, know-how, data of a financial, commercial, pricing or marketing nature relating to the business operations of a customer and other technical, financial or business information of the transfer or disclosing the data or relating to the present or future interaction between the transferor and the transferee, provided in any form or manner: orally or in writing: in coded, graphic or other tangible form, including any electronic, magnetic or optical form, materialised in the form of documents, software, promotional and demonstration materials, equipment and pilot projects and immaterialised when presented orally and identified as confidential  and any other information marked as such as a trade secret.

14.4.              The party responsible for the violation of the trade secret shall be liable for damages for all loss or damage caused.

15.1.              The Seller shall be committed to increasing digital commerce between business partners in order to protect the environment and to speed up the flow of information between them. The term e-commerce is used to refer to the transmission of electronic invoices, digital signatures on documents, and the transmission of documentation via e-mail. A scanned version of the signed documents shall be sufficient for the purpose of validating contracts, agreements, invoices, etc.

15.2.              Any mail sent by the Seller to the Buyer to their e mail address published on their website or in official public records shall be deemed to have been delivered to the Buyer given there is no feedback of non-delivery. From that date, the time limits relating to the date of receipt of the mail start to run. It is the responsibility of each party to ensure that the postal address is protected against intrusion.

15.3.              The default address of the Seller is info@aplast.si.

1.1.              Should any provision of these General Sales Conditions be or become invalid or unenforceable in whole or in part, or should there be a legal vacuum in these General Sales Conditions, the remaining provisions shall not be affected. In such a case, the parties will endeavour to replace the invalid or unenforceable provision with a valid one that achieves the objective of the provision being replaced.

17.1.              Any disputes which may arise in connection with the valid conclusion, breach, termination and legal relations arising out of these General Sales Conditions shall be settled amicably. All disputes that cannot be resolved in this way will be subject to the jurisdiction of the court in Celje, and Slovenian law will apply. These General Sales Conditions shall be governed by and construed in accordance with Slovenian law, excluding the United Nations Convention on Contracts for the International Sale of Goods.

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

18.2.              These General Sales Conditions shall enter into force on the date of their publication on the Seller's website and shall remain in force until revoked or until new General Sales Conditions are adopted and published.  These GSC shall apply to all events occurring after the date of their publication.

In Žalec, on 15.03.2022

Branko Potočnik
Director