PURCHASE TERMS of the company Bevec d.o.o.

1. Definitions

1.1 'Buyer' refers to BEVEC d.o.o.
1.2 'Supplier' refers to the individual, company, or organization to whom the Purchase Order is issued.
1.3 'Goods' refer to the goods or services to which the Purchase Order relates.
1.4 'Purchase Order or Order' refers to the Buyer's Purchase Order, which specifies that it is subject to these terms.
1.5 'Contract' refers to the contract between the Buyer and the Supplier, which includes the Purchase Order, these Purchase Terms (hereinafter the Terms), and any other documents (or parts thereof) specified in the Purchase Order, as well as any other terms, agreed in accordance with point 2 of this document.
1.6 'Contract price' refers to the unit price of products supplied in accordance with the Contract.
1.7 'Intellectual property rights' refer to - anywhere in the world - the following:
(a) patents, trademarks, registered designs and all requirements for their registration;
(b) copyright or design rights;
(c) all moral rights;
(d) all expertise;
(e) any trade name or business name;
(f) any right of action for counterfeiting; or any right similar or equivalent to any of the foregoing.
1.8 References to the middle gender also include men and women, and references to the singular also include the plural and vice versa.
1.9 The titles of the provisions do not affect the interpretation of these conditions.

2. Terms

They apply to all business relationships with Suppliers arising in the process of purchasing goods under an order or contract, and repeal and exclude all other conditions set, included or referred to by the Supplier in any offer, Order confirmation or invoice confirmation, or in any negotiations or in the course of business with the Buyer, unless the Buyer agrees to them at the time of concluding the contract.
The Buyer reserves the right, in an individual order or contract, to specify in writing the special conditions that apply in the case of this order prior to these Terms. Any amendment to these Terms or any provision of the Contract will be considered valid only if made in the form of an express written agreement between the parties.
The Buyer's signature on any Supplier's document does not constitute a change to these Terms.

3. Order

All contracts or orders, order confirmations, and offers entered into between the Buyer and the Supplier are in writing. This also applies to document amendments. Each order of the Buyer must include the Supplier's name, the contract number under which it was awarded, the code and/or specification of the ordered goods, the date and order number, quantity, price, delivery time, special conditions, and any additional documentation, as well as the delivery address.
The Supplier must confirm each order in writing no later than three (3) working days after the order is sent, or the order is assumed to be fulfilled. Deviations from the terms of the order are not permitted without the Buyer's prior written consent.

4. Quality

All manufactured or delivered Goods are of the highest quality, made from the best materials and workmanship, free of defects, and in all respects conform to the specifications and plans referred to in the Order, as well as any samples or models provided by the Buyer (if any).
The services are delivered with all due professionalism and diligence. Unless otherwise specified by the Contract, goods with a limited shelf life must be fresh at the time of delivery, which means that one-quarter of the shelf life has not yet expired at the time of delivery. The Buyer reserves the right to visit the Supplier's business premises in order to assess or examine the Supplier's quality systems and thus verify the Supplier's ability to comply with or actually comply with its documented quality system or the requirements of the most recent international quality assurance standard issued by the International Organization for standardization (ISO), depending on what is used.
The Buyer may request that the Supplier submit a quality plan and/or initial sample inspection reports. The Supplier must ensure that the delivered Goods comply with all European Union safety and quality regulations, as well as any country or other regulatory body that applies to the delivered Goods. The Supplier must provide a certificate of origin for the Goods proving that they are not from the black or grey market an 

5. Delivery and delayed delivery

5.1 The date of delivery of the Goods must be the same as the date specified in the Purchase Order or any subsequent corrections or changes to the Purchase Order made by the Buyer. Timely delivery is a requirement of the Contract or Purchase Order (Article 104 of the Code of Obligations of the Republic of Slovenia). The Supplier shall provide such a production and delivery schedule as the Buyer may reasonably request, and the Supplier shall notify the Buyer as soon as such schedules are delayed or are likely to be delayed. Only when the Goods are delivered in good and suitable packaging to the address specified on the Purchase Order, along with all required documents, is delivery considered complete.
5.2 Notwithstanding the provisions of point 5.1, the Buyer may declare that the contract remains in force under the conditions specified in the statement - e.g., a new deadline, payment of a contractual penalty, etc.)
5.3 If the delivery is not made by the deadline extended in accordance with point 5.2, the Buyer may terminate or withdraw from the Contract or Purchase Order in whole or in part, and refuse to accept all subsequent deliveries of the Goods, without affecting any other rights or available remedies (e.g., contractual penalty, compensation, etc.).
5.4 In the event of a delay, the Supplier is obligated to provide the fastest possible transport at his own expense, ensuring the fastest possible delivery of goods. The Supplier must deliver all necessary certificates, other documents, instructions for use, warranty cards, and so on with the goods, without additional costs to the Buyer, in written or electronic form, or the delivery is deemed not to have been made (item 5.1)
5.5 The supplier has the right to partial delivery only with the prior written consent of the customer. If the ordered goods are delivered to the Buyer in greater quantities than ordered, the Buyer is not obliged to accept and pay the excess quantity. The Buyer may remove any excess delivered goods at the expense of the Supplier. In the event of a delay, obvious inability to deliver, or other breach of the Terms, the Order, or the Contract, the Buyer has the right to insist on contract termination or order fulfilment. He also has the right to withdraw from the Contract, the order, or a part of the order if the Supplier fails to fulfil its obligations in any subsequent period, and to hand over the work to another Supplier or make a cover purchase at the Supplier's expense.
5.6 In the event of a delay, the Buyer has the right to demand payment of the contractual penalty as well as compensation for the total damage. The Supplier agrees to immediately notify the Buyer of any potential impediment that could cause a delay or affect the required quantity of ordered deliveries, as well as the estimated duration of the delay. The message sent does not rule out the possibility of a delay.
5.7 Force majeure, workers' riots, other than strikes directly at the Supplier, or other unforeseeable events that cannot be prevented which are independent of the parties' will, and are not the result of the customer's fault, release the Supplier from liability for the consequences of delay for the duration of such circumstances, but only if the Buyer is immediately or within three working days notified of the occurrence or termination of these circumstances, and if relevant evidence of facts to which it refers is immediately provided at the Buyer's request.

6. Delivery to the wrong address

The Goods must be delivered to the collection point specified in the Purchase Order. If the Goods are delivered to the wrong collection point or address, the delivery shall be deemed not to have been made. If the Supplier fails to deliver the goods to the correct collection point before the expiry of the Contract's term, the Contract is deemed terminated, and the Buyer may declare that he continues to keep it in force under the conditions specified in the statement. In any case, the Supplier is responsible for any additional costs incurred in delivering the Goods to the proper location.

7. Transfer of ownership and risk

The Supplier shall retain ownership of the Goods and the associated risk until they are delivered in accordance with the provision. Price and payment terms The contract price remains constant and equal to the price determined by the Buyer in the Purchase Order or other written agreement.
The Supplier must submit a request for a price increase to the Buyer in writing and in a timely manner, enclosing all relevant supporting documents as well as a detailed breakdown of costs. The price increase is only valid with the Buyer's written consent. All prices include all costs of delivery to the Buyer. The buyer will reject all shipments if it is stated in the accompanying documentation that the payer of the shipping costs is the final recipient. Unless otherwise agreed in the Contract or Purchase Order, all prices are in euros and include all taxes.
If applicable, value-added tax is shown separately on all invoices. Unless otherwise specified in the contract or if the Buyer consents in writing, the Supplier may not submit an invoice for the Goods until the Goods have been properly delivered.
The invoice for the delivered goods must be sent by the Supplier, along with the signed delivery note, to the Buyer's address or by e-mail to the Buyer's representative specified in the order. The Supplier may not withhold deliveries for any reason unless the Buyer consents in writing.
If either party fails to make any payment under the Contract until or after the contract's expiration date, the eligible party may charge interest at the interest rate on the amount due from the due date until the payment, which shall be 1% per annum higher than the interest rate on a three-month Euribor published by the European Banking Federation (both before and after the judgment). Such interest shall accrue daily, and the parties agree that it shall be in lieu of any statutory interest and late payment compensation that may be applicable to this Contract.
Without limiting any other right or remedy available to him, the Buyer may offset any amount owed to him by the Supplier with any amount owed to the Supplier himself, whether under this Contract or otherwise. The Supplier may not assign or leave its receivables for recovery to third parties without the Buyer's written consent.

8. Acceptance

If the Goods delivered by the Supplier are not in all respects in accordance with the Contract (either due to measurement of quality or quantity different from what was contractually required, or due to unsatisfactory quality or unsuitability for the intended purpose), the Buyer has the right to reject it within the deadlines specified in point 21 of these Terms and in accordance with these Rules to purchase replacement Goods anywhere, without prejudice to his other rights under the Contract. Any payment already made does not affect the Buyer's right to reject defective Goods. In this case, the Supplier must immediately refund the entire purchase price already paid for such Goods, and repaired or replacement Goods may be charged only upon flawless delivery once more.
Before exercising his right to purchase elsewhere, the Buyer must provide the Seller with a reasonable opportunity to replace the rejected Goods with Goods in accordance with the Contract.
The Supplier bears all cover pile costs and is also obligated to pay any difference between the purchase price specified in the Contract or the Purchase Order and the cover purchase price. The Supplier must ensure that all communications or delivery notes clearly state:
a. name of the Supplier,
b. contact telephone number of the Supplier's representative,
c. item code (Ident) and exact item specification,
d. purchase order number,
e. price,
f. name and surname of the Buyer's representative, written in CAPITAL LETTERS,
g. date and place of signature.
The Buyer is not liable for any additional costs incurred as a result of the Supplier's late delivery or non-compliance with the Purchase Order specifications.

9. Variations

The Supplier will not change any Goods unless the Buyer orders it in writing. The Buyer has the right to order the Supplier in writing at any time during the Contract to add, remove, or otherwise modify the Goods, and the Supplier is required to make such changes, subject to the same conditions as if the said changes were specified in the contract. If the Supplier receives an Order from the Buyer requiring a change in the Contract Price, the Supplier must notify the Buyer in writing and state the value of such changes, using the same price level as used in the tender documentation or tender (as applicable).
If the Supplier believes that such an Order of the Buyer will prevent it from fulfilling any of its obligations under the Contract, it must immediately notify the Buyer, who must decide whether the order is to be executed as soon as possible and confirm its instructions in writing, as well as amend the said obligations in justifiably necessary measures. Until the Buyer confirms his instructions, they are not considered given.

10. Compensation

The Supplier agrees to reimburse the Buyer for all costs (including total legal and court costs), duties, damages, interest, and claims arising from the following:
(a) defects in workmanship, quality or material;
(b) any actual or alleged infringement of Intellectual Property Rights resulting from the use or supply of any Goods (unless the infringement is a direct result of the Supplier following the model or instructions given to it by the Buyer, or using such product or material in a manner or for a purpose prohibited by the Supplier, or using such product or material in connection with or in conjunction with any other product or material not supplied by the Supplier (unless the Supplier is aware of such use)); or
(c) any claim against the Buyer for liability, loss, damage, expenditure, or expense made by the Buyer's employees, representatives, customers, or any third party as a result of or arising from the Goods;
(d) delay in the agreed delivery date.
In addition to liability to the Buyer, the Supplier must reimburse all costs incurred by the Buyer's customers as a result of defects in the delivered goods.

11. Ownership of Intellectual Property Rights

All Intellectual Property Rights created specifically for the purpose of the Contract by the Supplier belong to the Buyer, to whom the Supplier fully assigns all such Intellectual Property Rights and performs all necessary and signs all documents as the Buyer may reasonably request to ensure a valid transfer of Intellectual Property Rights from the Supplier to the Buyer. The Supplier guarantees that none of the goods it sells infringe on third-party intellectual property rights.

12. Access and review

The Buyer's representatives have the right to access and inspect all Goods at the Supplier's and its approved subcontractors' facilities at any reasonable time, as well as the right to reject Goods that do not comply with the Contract's terms. However, no inspection, verification, approval, or acceptance by the Buyer relieves the Supplier or its subcontractors of any obligation under the Contract.

13. Buyer rights to specifications, projects, plans, samples, etc., and confidentiality

All specifications, projects, plans, samples, or models provided by the Buyer in connection with the Contract shall remain the Buyer's property, and the Supplier shall treat all information obtained from them or otherwise communicated in connection with the Contract as secret and confidential, and shall not publish or disclose them to third parties or use them for any purpose other than fulfilling the Contract without the Buyer's written consent. Persons involved in the order and production of goods on the Buyer's order are required to keep the business secret for at least 5 years after the contract or order is terminated, unless a longer period is specified in the contract or order.
The Supplier may make copies and reprints of received documents only with the Buyer's written consent. Ownership of the copies is transferred to the Buyer at the time they are made. The Supplier agrees to keep all documents, including any copies made available to him, at his own expense, to keep them in perfect condition and properly secure them, and to return or destroy them immediately upon request from the Buyer. The Supplier has no right on any basis to retain such documents.
The Supplier may declare cooperation with the Buyer only with his written consent. In accordance with the Personal Data Protection Act, the Supplier agrees not to use or otherwise process any personal data contrary to the stipulations of applicable laws.

14. Responsibility for information

The Supplier shall be liable for any errors or omissions in all plans, calculations, packaging details, or other details provided by itself, whether or not the Buyer has approved such information, provided that such errors or omissions are not due to inaccuracies in the Buyer's written information.

15. Transfer and subcontracting

The Supplier may not transfer or assign to the Subcontractor any of its rights or obligations under the Contract without the Buyer's written consent, nor may it transfer or charge any benefit from any debt owed to it by the Buyer. The Supplier is responsible for the work and the Goods performed or subcontracted.

16. Copies of subcontracts

Copies of subcontractor orders are made available to the Buyer upon request.

17. Deterioration

The Supplier protects all Goods delivered under the Purchase Order in the event of deterioration during transport or storage. The Supplier advises the Buyer on the best storage conditions for the delivered Goods.

18. Free editions of material

When the Buyer provides free material to the Supplier for the purposes of the Contract, such material is and remains the Buyer's property. The Supplier bears the risk associated with the material. The Supplier keeps it safe and specially marked to distinguish it from its own or third-party material. The Supplier is responsible for keeping all such material in good condition, with the exception of normal wear and tear in the case of samples and the like. The Supplier shall use such material exclusively in connection with the Contract.
All surplus material is disposed of at the Buyer's discretion. Excessive consumption of such material due to poor performance or negligence on the part of the Supplier is covered by the latter, with no effect on the Buyer's other rights. The Supplier shall deliver such material upon the Buyer's request, regardless of whether it has been processed or not. Upon termination of the parties' contract, the Supplier must immediately return to the Buyer all received material that has not been used.

19. Spare parts

The Supplier agrees to notify the Buyer of the planned discontinuation of regular production of a specific type of goods supplied to the Buyer no later than 6 months before the planned discontinuation of production. The Supplier is required to provide the Buyer with spare parts for the delivered products for at least 10 years after the products are delivered. If the Supplier intends to discontinue production of spare parts for the delivered products, it must notify the Buyer immediately or no later than 6 months before the discontinuation.

20. Warranty and guarantee for the faultlessness of Goods

The supplier guarantees that the Goods are faultlessness. The Supplier is required to repair or replace the defective Goods, at the Buyer's choice, within 10 days of receiving the Buyer's written notice and within the following two time periods: 12 months from the date of application or 18 months from delivery, the defect relating to, inter alia, errors resulting from the Supplier's incorrect instructions for use, incorrect data use, inappropriate or defective material or workmanship, and any other breach of the Supplier's obligations or any breach of the Contract.
Replacement and repair The Goods are also covered by the aforementioned warranty for 18 months after delivery, reinstallation, or (possible) testing, depending on what is used after repair or replacement. This Supplier's warranty has no bearing on any right or remedy that the Buyer might have had up to that point or later.
Regardless of the provisions governing warranty for defects, the Supplier guarantees to the Buyer (contractual guarantee) the agreed quantity of the Goods, as well as that the Goods have the appropriate quality and properties, and that the Goods will operate in accordance with their purpose for at least 24 months. The Supplier is required to repair or replace any defect in the Goods that is discovered and reported within the warranty period of 24 months within 10 days of receiving notification of the defect, or to replace the Goods with a new one within the same period.
If the Supplier fails to repair or replace the Goods within 10 days or the period specified in the Contract, the Buyer may exercise any of its rights under Section 5.4 (request order fulfilment, withdraw from the Contract or the order or a part of the order, transfer production of the Goods to another Supplier at the Supplier's expense, make a cover purchase) and demand payment of the Contractual Penalty and full compensation.

21. Insurance

The Supplier agrees to provide adequate business and product liability insurance for the duration of the contractual relationship and to provide proof of such coverage to the Buyer upon request. Such insurance must be valid for at least the duration of the contract between the Buyer and the Supplier, as well as for another five (5) years after its expiration.

22. Withdrawal (cancellation of the order)

In the event of any of the following events, the Buyer may, at any time, by written notice, withdraw from the Contract in whole or in part without incurring any compensation to the Supplier:
(a) if the Supplier violates any condition of the Contract;
(b) if the Supplier or any of its partners becomes insolvent or meets the criteria for presumption of insolvency under insolvency law, or receives a decision appointing a compulsory administrator or imposing a compulsory settlement or bankruptcy, or agrees or intends to agree on a settlement with creditors;
(c) if the Supplier adopts a winding-up order or if the court receives a proposal for the appointment or liquidation of its insolvency administrator, or if its insolvency practitioner or liquidator or insolvency administrator is appointed, or if circumstances arise that may require the court or a creditor to appoint an insolvency practitioner or liquidator, or on the basis of which the court may issue a decision on the liquidation or appointment of an insolvency administrator;
(d) if the Supplier ceases to do business or threatens to do so; or
(e) if control of more than 50% of the voting rights in the Supplier is transferred, the Supplier must notify the Buyer immediately.
Nothing in the Buyer's termination of the Contract in accordance with this provision prejudices or affects the Buyer's right of action or use of legal remedies, whether obtained then or later. All provisions that are enforceable at the time of termination remain enforceable.
In the event that the Buyer withdraws from the contract for the reasons stated above, the Buyer retains the right to supply the goods produced by the Supplier until the date of termination by the Buyer. In the event of contract withdrawal or order cancellation, the Buyer is entitled to a refund of amounts already paid for goods that were not delivered.

23. Anti-corruption clause

The Buyer and Supplier agree to uphold a zero-tolerance policy for corruption in their mutual business. In the event that an act or omission in connection with the conclusion or performance of a contract or order constitutes corruption under applicable law, the injured party may request the contract's annulment or withdraw from it and seek compensation for damages. The Supplier will pay the Buyer a contractual penalty of 20% of the total transaction value for each proven violation of the anti-corruption clause, with the Buyer retaining the option to claim more if the compensation exceeds the contractual penalty.
The provision of the preceding paragraph on contractual penalty shall also apply in the case of other breaches of the Rules, the Contract, or the Order, unless expressly provided otherwise in the Rules, the Contract, or the Order.

24. General

24.1 Unless the Buyer agrees in writing, no conditions submitted or referred to by the Supplier shall form part of the Contract.
24.2 If any condition or provision of the Contract is found to be invalid or unenforceable in whole or in part under any regulation, rule, or law, such condition, provision, or part shall be deemed not to be part of the Contract, without affecting the enforceability of the remainder of the Contract. The provisions of these general terms and conditions are no exception.
24.3 The Buyer's failure to insist on strict implementation of any provision of the Contract shall not be construed as a waiver of that provision or of any other right or remedy for infringement of a similar or different nature.
24.4 Any termination by the Buyer due to a breach or non-performance by the Supplier shall not be construed as a waiver of any subsequent breach or non-performance.
24.5 The Supplier is informed and agrees that the data obtained in connection with the contract or order's implementation will be processed in the Buyer's computer system.
24.6 The Supplier accepts the BEVEC d.o.o. Code of Conduct concurrently with these General Terms and Conditions, a breach of which is considered a material breach of contract.

25. Applicable law and jurisdiction

This Contract is governed by Slovenian law, which it is interpreted in accordance with, and the parties agree to the exclusive jurisdiction of Slovenian courts at the Buyer's place of business and the application of Slovenian law.
By accepting the order, the Supplier or subcontractor indicates that he agrees to and accepts the General Purchase Terms of BEVEC d.o.o.

Company details

Bevec d.o.o.
Podbevškova ulica 36
IC Cikava
8000 Novo mesto

VAT ID: SI24029467
→ +386 7 337 65 60
→ info@bevec.si
→ www.bevec.si

Director Igor Gomišek