GENERAL TERMS AND CONDITIONS OF SALE OF M.TRADE GORNJA RADGONA D.O.O.

1. General

1.1 The following terms and conditions apply to all our offers and any sale or supply of goods or services by M.Trade d.o.o.

1.2 The Buye’s terms and conditions or any terms and conditions other than these General Terms and Conditions of Sale shall only apply if they have been confirmed in writing by M.Trade d.o.o..

1.3 Oral agreements shall only be valid if they have been confirmed in writing by M.Trade Ltd. Our confirmations sent by fax or e-mail shall also be deemed to be confirmed in writing.

1.4 A confirmed agreement to deviate from a point in M.Trade d.o.o.'s General Terms and Conditions shall not affect the validity of the other points or provisions of these Terms and Conditions.

1.5 The Buyer or the Customer accepts and acknowledges the General Terms and Conditions of M.Trade d.o.o. when placing the order and at the latest upon receipt of the goods.

2. Offers, orders

2.1 Our offers are non-binding. The Buyer's order is binding on us upon our confirmation.

2.2 The issue of an invoice shall be deemed to be confirmation of the order. Our obligations in this case shall commence on the date of payment of the invoice amount.

2.3 Sketches, technical drawings and other annexes or documents attached to the tender shall be binding on us only if they are expressly stipulated in the order. These annexes or documents may be used only for the personal use of the purchaser and may not be reproduced or made available to third parties without our written permission.

2.4 In the event of cancellation of an order by the Buyer, the Buyer shall be obliged to reimburse M.Trade d.o.o. for all costs incurred in connection with the same order up to the date of cancellation.
2.5 The minimum value of the goods ordered by order or the minimum value of a single shipment is EUR 20.

2.6 In the event of a recall order, the Buyer shall be obliged to recall the Goods within the period specified in the order. Otherwise, M.Trade d.o.o. may, at its discretion, fix a delivery date or even withdraw from the delivery of the remaining goods. The payment period shall commence on the date of dispatch of the goods.

3. Delivery period

3.1 The delivery period shall commence once any ambiguities relating to the order have been clarified, i.e. once the order has been confirmed by M.Trade d.o.o..

3.2 The delivery period or date of delivery shall be deemed to be the day on which the goods are dispatched from our warehouse or the day on which the Buyer has been notified that the goods are ready for collection.

3.3 We reserve the right to make partial deliveries.

3.4 The confirmed delivery period may be extended in the event of a subsequent change to the Buyer’s order (quantity, technical specification of the goods, etc.) and in cases beyond the control of M.Trade d.o.o., i.e. in cases of force majeure. Force majeure is understood to be the extension of delivery times due to major machine breakdowns at our supplier’s factory, strikes, natural and other disasters, martial law, etc. We also consider as force majeure a significant extension of delivery times of our suppliers due to the extension of delivery times of their sub-suppliers. The extension of the delivery time in such cases is equivalent to the duration of the force majeure and the time required to restart production at our supplier.

3.5 In a case of a delay in the delivery date, the Buyer may set a new reasonable delivery date within which M.Trade d.o.o. must deliver the Goods, otherwise the Buyer may withdraw from the order without obligation.

3.6 If the Buyer suffers damage as a result of a delay in delivery caused by M.Trade d.o.o., the Buyer shall be entitled to compensation for the delay. The compensation may amount to a maximum of 0.2% of the value of the delivery for each week of delay or to a maximum of 3% of the total value of the partial delivery of the goods which the Buyer was unable to use in time and in accordance with the terms of the order due to the delay.

4. Equipment of the goods and transfer of risk

4.1 The interpretation of the delivery condition or the dispatch of the goods shall be subject to the provisions of the International Chamber of Commerce of Paris, i.e. the provisions of the INCOTERMS 2010 Regulations.

4.2 The place of delivery or dispatch for the supply of the Goods may be any of the locations of the business units of M.Trade Ltd.

4.3 The risk of loss or damage to the goods shall pass to the Buyer upon delivery of the goods to the carrier, freight forwarder or the Customer in person.

4.4 Goods ready for personal collection must be collected by the Customer within 5 working days. Otherwise, the goods may be dispatched or stored at the Customer’s expense and risk. Five working days after storage, the risk of loss of or damage to the goods shall pass to the Customer.

4.5 Any technical acceptance of the goods, i.e. the procedure and the place and time of technical acceptance, must be agreed upon before the expiry of the delivery period. The costs of technical acceptance shall be borne by the purchaser. If the Buyer fails to carry out the technical acceptance of the goods as agreed, the goods may be dispatched or stored at the Buyer’s expense and risk.

5. Payment period

5.1 The payment deadline is the deadline or the day on which the total amount of the invoice must be credited to M.Trade d.o.o's giro account unless otherwise agreed and confirmed in writing by M.Trade d.o.o..

5.2 In the event of late payment, we shall charge statutory default interest.

5.3 In the event of a complaint or claim by the Buyer regarding the quantity or quality of the goods.

5.4 We reserve the right to change the payment term for the goods currently ordered or even to withdraw from the order if the Buyer is in material breach or default of payment within the payment term.

5.5 The Buyer shall not be entitled to withhold payment or to raise counterclaims unless these are acknowledged by us or have been finally established.

5.6 If the Buyer defaults on payment, if the Buyer becomes aware of a significant reduction in the Buyer's ability to pay or if the Buyer’s poor financial standing and financial difficulties become known, if the Buyer is unable to provide sufficient security or guarantee for the payment of a claim, all existing claims shall become due and payable immediately. In this case, we shall be entitled to the return of the goods which have not been paid for by the buyer. The Buyer shall have no right to possession of the goods and M.Trade Ltd. may reclaim them from such Customer.

5.7 The cost of collecting payment, returning the goods, or the cost of any forfeiture shall be borne by the Customer.

6. Reservation of title

6.1 We reserve title to the Goods delivered until the Buyer’s obligations in respect of the Goods delivered have been settled or recovered in full, including the payment of any costs of notices and default interest.

6.2 If the Buyer resells the Goods to its Buyer before the expiry of the payment period, the Buyer shall in the event of non-compliance with the payment period and at our request, surrender to M.Trade d.o.o. such receivables in the amount of the selling price of our Goods.

6.3 The purchaser of the Goods is obliged to inform its buyer of our retention of title clause.

6.4 The Buyer shall co-operate in all measures to protect our property or title in our Goods until all its obligations have been fulfilled.

7. Guarantee of the quality of the supplies and the goods delivered

7.1 We undertake to guarantee the quality or integrity of the goods supplied in terms of and in accordance with the catalogue data and in accordance with prior written agreements.

7.2 The Buyer may report or complain in writing about any deviation in quantity or quality of the goods delivered within 8 days of receipt of the goods.

7.3 The Buyer may report or complain in writing about hidden defects or hidden quality deviations as soon as they are discovered, but no later than 6  months after receipt of the goods.

7.4 In the event of prior technical acceptance of the goods (clause 4.5), the Buyer shall not be entitled to make a subsequent complaint, except in the case of a latent defect.

7.5 The Buyer shall, if requested by us, immediately return the goods or the individual samples to us for the purpose of establishing the validity of the claim. Failure to do so will result in the Buyer losing the right to complain or make a claim.

7.6 If the Buyer’s complaint is found to be justified, we undertake to remedy it as soon as possible, i.e. within the shortest reasonable time.

7.7 We will not accept any claim arising from unprofessional use and unauthorized or unprofessional installation, unauthorized or unprofessional tampering with the product itself, unprofessional commissioning, or unprofessional, defective or negligent handling of the product.

8. Product Warranty

8.1 We assume such warranties for the Product as we have obtained from the listed supplier.

8.2 We do not accept any warranty for the products in the cases described in clause 7.7.

8.3 We only accept product warranties in the case of our installation of the product. In this case, and if the claim is justified, we shall bear all costs relating to the replacement of the product with a faultless product, including the costs of direct repair or dismantling and assembly, insofar as these are in reasonable proportion to the value of the product claimed. The Customer must allow us a reasonable period to remedy such a claim.

8.4 In no event shall M.Trade d.o.o. assume any warranty claim or any liability for damages for loss of income caused by interruption or stoppage of production.

8.5 All warranty claims must be in writing and must clearly state the nature of the defect, the time at which the defect occurred and the information necessary to identify the product. The accuracy of the information given, and the circumstances of the defect may be verified by our expert at the site  of the defect.

9. Liability for damages

9.1 Unless otherwise stated in the General Terms and Conditions of M.Trade d.o.o. and insofar as we are liable for damages, we guarantee compensation for damages in the event of proven breach of contract or proven breach of other written agreements, and only in the event of damages within the warranty period of the product and on the basis of and within the scope of a binding product warranty.

9.2 In the event of a proven breach of the essential provisions of the contract or other written agreements, the liability for damages shall be limited to the typical damages in legal practice, unless caused negligently or intentionally.