1. General terms:
The General Purchasing Conditions for Suppliers of Intra lighting d.o.o. (hereinafter referred to as the Buyer) shall be used during business interactions with suppliers of Intra lighting d.o.o. They are published on the following website: [https://www.intra-lighting.com/GENERAL-PURCHASING-CONDITIONS] and shall be valid from 1 October 2021. The Supplier accepts the validity of these General Purchasing Conditions of the Buyer by confirming the Buyer's order or by the presumption of the confirmation of the order referred to in clause 3 of these General Purchasing Conditions. These General Purchasing Conditions of the Buyer exclude the application of the Supplier's General Contractual Terms and Conditions unless the Buyer expressly confirms their validity in writing. In the event of conflicting provisions between the Supplier's General Contractual Terms and Conditions and these General Purchasing Conditions of the Buyer, the latter shall prevail unless the parties expressly agree otherwise in writing. If the Supplier, in the order confirmation, refuses to apply these General Terms and Conditions or the priority rules referred to in the previous two sentences, this shall not constitute a valid order confirmation but rather a new offer by the Supplier which the Buyer shall not be obliged to accept.
2. Contracts, orders, recalls:
Any document (contract, annual agreement, order or recall) shall be concluded in writing, whereby each party shall receive one copy of the document. Orders and recalls are sent electronically, while contracts and annual agreements are also sent in hard copy.
3. Supplies of materials, goods and services:
The Supplier must confirm the order within three (3) working days. If the Supplier fails to do so and if it does not reject the order within the three working days specified, the order shall be deemed to have been received and confirmed. Upon confirmation of the order or upon the occurrence of the presumption of the confirmation referred to in the preceding sentence, the contract between the Supplier and the Buyer shall be considered concluded. Any deviation from the order must be agreed upon in advance between the parties. By confirming the order, the Supplier undertakes to deliver the product/service on time. If there are unjustified delays in delivery, the Supplier shall be liable to the Buyer for the costs incurred as a result of the delay (e.g. additional transport costs, production stoppage, etc.). The Supplier shall be in default at the expiry of the delivery period, and the legal consequences referred to in the preceding sentence shall not require the Buyer to call upon the Supplier to perform the contract thereafter or to give the Supplier an additional period of time to do so.
4. Prices and conditions:
The Supplier must send the new price list and any new terms and conditions in due time, at least two months before the changes come into effect. With respect to the Supplier's General Contractual Terms and Conditions, what is set out under Clause 1 of these General Purchasing Terms and Conditions of the Buyer shall apply. A shorter period of time for the new price list or terms and conditions to come into effect is only possible with the express written consent of the Buyer. The Supplier shall deliver the goods to the Buyer in accordance with the agreed Incoterms 2020. Upon delivery of the goods to the Buyer, the title to the goods and the risk of accidental destruction of the goods shall pass to the Buyer.
5. Terms of delivery:
Additional delivery terms may be governed by a separate document (contract or annual agreement).
Upon each delivery, a quantitative and qualitative check of the materials or goods delivered may be carried out (this is, however, not mandatory, which means that the Buyer shall not lose the rights defined hereinafter in such a case). Any defects (obvious or hidden) shall be reported to the Supplier within eight (8) days of discovery of the defect. The guarantee shall commence on the date of acceptance by the Buyer. In the event of obvious defects in the delivery, the proportionate part of the payment may be withheld until these defects have been rectified. The Buyer and the Supplier agree on the manner of rectifying the defects in the material or goods. Generally, the guarantee is valid for two years, unless a longer period of validity is agreed with the Supplier or if conditions are defined under which the warranty can be extended. The Supplier shall rectify any defects in the products as soon as possible to avoid additional costs or other damage to the Buyer resulting from any stoppage of production. In the event of defects in the materials or goods, the Supplier shall bear all costs incurred and remedy any damage. If the Buyer finds any defects in the Supplier's products, the Buyer shall issue a complaint report and claim reimbursement from the Supplier for the amount of the damage suffered.
7. Quality-related conditions:
The material or goods shall be manufactured in full accordance with the Buyer's requirements in line with the latest applicable technical documentation and shall comply with all parameters and regulations applicable to the manufacture of such material or goods. The Buyer is not obliged to carry out incoming checks for each delivery, so each acceptance does not necessarily mean that the quality of the delivery is adequate. The Buyer may, at its discretion, introduce additional controls to establish the actual state of delivery. In the event of a finding of non-conformity, the Supplier must send the results of the tests to prove the adequacy of the supply (if these tests are adequate and reliable). The Supplier's transmission of test results shall not exclude the Buyer's rights under clause 6 of these General Purchasing Conditions of the Buyer. For each supply of basic materials, the Supplier must provide a certificate of the mechanical, chemical and other properties of the material. The Buyer may refuse the consignment if the Supplier fails to provide the relevant aforementioned documentation. Subject to agreement between the Buyer and the Supplier, the Buyer may carry out an audit of the materials or goods at the Supplier's premises. The Supplier is obliged to pack the goods in the agreed packaging. If the packaging is not specified, the Supplier must ensure that the packaging is such that the quality of the goods does not deteriorate during transport and storage and up to the consumption in the production process. Packaging units must be marked in such a way as to clearly and unambiguously indicate the contents and quantity and to draw attention to the need for care in handling. In the event of a change in packaging, the Supplier must inform the Buyer in advance. The Supplier is also obliged to notify the Buyer in advance in the event of a change in the conditions of production, namely: change in the location of production, change in the technological process, change in the basic materials, etc.
8. Supplier insurance:
The Supplier must have adequate liability insurance in place, for which it must show the certificate to the Buyer at the request of the latter.
9. Hazardous substances:
The Supplier shall ensure that the supplied goods comply with all environmental and health regulations in force in the EU.
In the case of cooperation between the Buyer and the Cooperator, everything that the Buyer provides to the Cooperator (materials, parts, packaging, etc.) is the property and subject to the rights of the Buyer and may only be used by the Cooperator for the fulfilment of the Buyer's order.
11. Business confidentiality:
The Supplier shall not, without the written consent of the Buyer, pass on to third parties or use for other purposes the tools, designs, profiles and other matters agreed between the Buyer and the Supplier. Likewise, the Supplier may not sell the products that it manufactures on the Buyer's order to third parties or hold for its own use. The Supplier also undertakes to keep all technical and business documentation confidential and to use it only in connection with the Buyer for the duration of the business relationship. The Supplier is obliged to keep all business records for a period of 2 years after the end of the business relationship. If the Buyer requests that the documentation be returned, the Supplier shall return it immediately.
12. Cancellation of products:
The Supplier must give the Buyer at least six (6) months' notice of its intention to phase out a particular product.
13. Resale and incorporation of the goods supplied into the Buyer's products, compensation for infringements of intellectual property rights:
The Supplier expressly agrees that the Buyer may resell the goods supplied in the course of its business or may use them in its own products which it sells to its customers. The Buyer shall not be obliged to pay the Supplier any additional price for this, in addition to the agreed price of the goods.
The Supplier undertakes to indemnify the Buyer against any damage caused to the Buyer as a result of the goods supplied being encumbered by infringements of third party intellectual property rights. The foregoing shall include, without limitation, costs incurred by or in connection with litigation and out-of-court proceedings brought by the Buyer arising out of claims by its customers or third parties alleging that products or components (supplied to the Buyer by the Supplier) infringe intellectual property rights.
This document governs the business relationship between the Buyer and the Supplier. Any amendment shall be valid only if it is in writing. In the event of any disputes, the competent court in Nova Gorica will resolve them. The law of the Republic of Slovenia, excluding the provisions of private international law, shall apply to these business relations. In the case of international sales of goods, the application of the Vienna Convention on the International Sale of Goods is completely excluded.