TERMS AND CONDITIONS
1.1 For the business relationship between the company PETEK RIBNICA d.o.o, Goriča vas 45, SI-1310 Ribnica, hereinafter also referred to as the “Petek” company, and the contractual partner, hereinafter also referred to as the buyer or customer, the terms and conditions of business and delivery apply exclusively from Petek company. General terms and conditions of the contractual partner are not valid.
1.2 All orders and other agreements are based on the following conditions, which in the case of ongoing business relationships also apply to future transactions that are not expressly referred to.
1.3 Petek delivers the goods exclusively on the basis of the following general terms and conditions. Petek hereby expressly objects to the customer’s business and purchasing conditions. Conflicting forms of purchasing conditions of the customer are not binding on Petek, even if these are not contradicted by Petek and / or are expressly attached to an order or an order confirmation.
1.4 Petek’s offers are always subject to change and non-binding. The customer’s orders must be made in writing or in electronic form. Orders require a written order confirmation from Petek. Any previous verbal, telephone and written agreements to the contrary are cancelled by the order confirmation. Subsequent changes or cancellations require written confirmation from Petek.
1.5 All drawings, models, images and technical documents handed over to the customer by Petek remain the property of Petek. The customer may only reproduce these documents or pass them on to third parties with Petek’s written consent. Rights of retention to such documents are excluded. Products and samples designed, manufactured and supplied by Petek remain Petek in all cases.
2. ORDER – ORDER CONFIRMATION
2.1 In order to ensure a complete and correct delivery of the goods, an extremely carefully prepared order to Petek is essential. If technical requests are made when ordering, that cannot be realized, Petek is entitled to withdraw from the contract. The customer should place the order clearly and legibly either on the standardized order form and / or by email.
2.2 To avoid possible misunderstandings, the buyer receives an order confirmation from Petek, where each item must be carefully checked and all defects must be reported in writing to Petak within two (2) working days after receipt of the order confirmation (order confirmation day is not included). The models, products, colors, types of profiles, quantities and dimensions listed there are binding for Petek.
2.3 Petek is obliged to start production only after receiving an order confirmation signed by the customer. Any agreed delivery deadlines also start to run only from the moment of receipt of the order confirmation signed by the buyer.
3.1 The calculation of deliveries and services is based on the currently valid price lists. Prices given orally on request are non-binding. Petek’s prices are net (plus statutory VAT) ex works (EXW – according to Incoterms 2020) – unless otherwise agreed, i.e., they do not include shipping and transport costs. The prices do not include taxes and include standard product packaging, unless otherwise agreed.
3.2 The prices stated in the order confirmation are fixed prices and will not be changed until the time of the agreed delivery.
3.3 If the contract is concluded without an express agreement on the purchase price, the sales price applicable on the day of delivery (according to Petek’s price list) is deemed to have been agreed.
3.4 Petek reserves the right to increase the agreed price for deliveries that have not yet been carried out if, due to a change in the raw material and / or economic situation, circumstances arise that make the manufacture and / or purchase of the products in question significantly more expensive than at the time of the price agreements. In this case the customer can cancel the order initiated by him within seven (7) days after notification of the price increase. If the order continues, any agreed delivery times are extended by the time between receipt of the price increase notification and the customer’s confirmation of the continuation of the contractual relationship.
The non-standard packaging will be charged separately and will not be taken back.
4. DELIVERY PERIOD
4.1 The delivery period specified in the order confirmation is not a fixed date. Deviations within ten (10) business days do not result in this being considered a delivery delay. The agreed delivery time is considered to be fulfilled if the goods are shipped before the deadline or are made available in the absence of a dispatch option. This also applies to delivery delays for which Petek is not responsible. These include: force majeure, strikes, blockades, official interventions, lack of staff due to illness, lack of material, announcement of a pandemic, etc. In this case, the customer agrees to the appropriate delay in delivery to the customer. No compensation for the customer can be derived from this.
4.2 Delivery times start running on the day Petek confirms the order, but not before all the technical details of the delivery and financial requirements have been finally clarified. The agreed delivery time is extended – without prejudice to Petek’s rights from the customer’s delay – for the period until which the customer is late with his obligations; this is subject to the necessary modifications if a delivery date has been agreed. In the event of subsequent changes to the General Terms and Conditions or the contract that could affect the delivery time, the delivery time shall be extended accordingly, unless special agreements have been concluded in writing. Fulfilling our delivery obligation also requires timely and correct fulfilment of the customer’s obligations.
4.3 If there are unforeseen significant operational disruptions for which Petek is not responsible, which Petek cannot foresee and cannot remedy immediately through reasonable expenditure, his delivery obligation changes by the duration of the disruption to performance caused by the circumstances plus a reasonable reaction time.
4.4 If Petek is not responsible for the circumstances that necessitate an extension of the delivery time and it is anticipated that, despite longer delivery times, fulfilment will not be possible within the stipulated time, both parties have the option to withdraw from the contract without compensation. The resignation must be given in writing.
4.5 If Petek sends the delivery of the goods to a location other than the place of performance at the customer’s request, the obligation to pay the agreed compensation and the risk of unintentional loss or accidental damage to the goods is transferred to the buyer as soon as the goods are delivered to the person designated. Shipping is at the expense of the buyer.
4.6 In the case of self-collection or in the case of third parties driving on behalf of the customer, the risk is transferred as soon as the goods have left Petek’s loading facilities. Petek is not responsible for damage caused by or during transport or for losses.
5. PAYMENT TERMS
5.1 The invoices are paid on the basis of payment terms agreed with the customer, which are part of a document prepared by Petek for a respective customer: “Terms and Conditions (Conditions of sale, terms of delivery and terms of payment)”. The information in the order confirmation is also relevant for price conditions and payment conditions. All payments must be made in accordance with this information.
5.2 Deliveries on open account are only possible under the condition that Petek has an irrevocable bank guarantee for the customer (buyer). Payment must be made within 8 days with a 3% discount or within 30 days net.
5.3 In the event that Petek does not have a bank guarantee from the customer (buyer), the goods must be paid in advance at least one week before delivery with the agreed discount.
All payment costs and bank charges are borne by the customer.
5.4 The customer is only entitled to withhold or set-off payments due to any counterclaims including warranty claims if there are undisputed or legally binding payment claims.
5.5 If the buyer is late in payment, interest will be charged on the loan costs charged by the banks, but at least 9% interest. This does not affect our claims for damages.
Discounts and other benefits do not apply in this case. If the terms of payment are not met or if there are reasonable doubts about the creditworthiness of the buyer, Petek may request advance payments and immediate payments of all open invoices, including those not yet due, withhold goods that have not yet been delivered, take over unpaid deliveries at the client’s expense or withdraw from the contract without prior notice.
5.6 Bills of exchange and checks are accepted only for the purpose of waiving payment and only after an express written agreement. The customer has to bear discount and bill charges.
5.7 The customer is not entitled to the right of retention or the right to set-off the amounts on the invoice, unless Petek has explicitly acknowledged the claim or it is legally established against Petek.
5.8 Petek is entitled to deliver to customers who do not have a permanent business relationship with Petek only after full advance payment of the amount.
6.1 The delivery of the goods takes place ex works (EXW – according to Incoterms 2020), unless otherwise agreed. In the case of another agreed parity according to Incoterms (e.g.: DAP, DDU, etc.), the customer must ensure free access to his warehouse or construction site as well as adequate storage space for the delivered goods. Furthermore, the customer must provide sufficient unloading personnel or ensure that a person authorized to accept the service is present at the delivery address or at the place of delivery.
6.2 The customer is obligated to accept the goods provided by Petek at the agreed time. Even if the customer does not accept the contractually provided goods at the contractually agreed time, the contract is deemed to have been fulfilled by Petek. If the customer does not accept the goods on time, Petek is entitled to store the goods at the customer’s expense and risk and furthermore to demand the damage actually suffered and the lost profit from the customer. If the client misses the takeover, Petek has the right to withdraw from the contract and demand recompense.
6.3 Delivery times are generally only approximate and will be adhered to as best as possible. Delivery and service delays due to force majeure and due to events which Petek cannot foresee and avoid, release Petek from any delivery obligation.
6.4 The standard packaging of the goods is at Petek’s discretion and will not be taken back. Any handles, rollers and accessories are packed loose.
6.3 Delivery address and billing address can differ from each other. If no delivery address is given, the billing address will be taken into account for the delivery of the goods.
7. RECEIPT OF GOODS
7.1 The customer must check the goods immediately after delivery, but no later than three (3) days after delivery. Detectable defects must be reported to Petek in writing within this period. In the event of exceeding this period, there is no entitlement to warranty. If defects are evident upon receipt of the goods, the customer is nevertheless obliged to accept the goods and store them properly.
7.2 The customer should immediately check the goods for any transport damage, difference in quantity and other defects upon receipt. Any defects discovered must be signed by the customer and the driver on the CMR waybill (transport damage) or on the delivery note, with details of the exact type of damage. Subsequent reports of quantity differences and visible damage will not be recognized. Other recognizable defects must be reported in writing within a period of 8 days – in any case before further delivery or further processing.
8. HIDDEN DEFECTS
8.1 Hidden defects must be checked by Petek after receipt of the written complaint notification and acknowledged in writing. In any case, the customer must enable Petek to remedy the defects before installation, resale or further processing.
8.2 Hidden defects, which cannot be discovered within this period even with careful examination, must be reported in writing immediately after discovery.
8.3 If a justified defect is found, Petek either provides a credit note for the defect, reworks or delivers goods free of defects within a reasonable period of time against return of the goods complained about. The conversion and cancellation of the contract are excluded.
9. COLOUR VARIATIONS
9.1 Wood is a natural product. The individual parts can have certain deviations in colour and structure. Customary material-related colour, structure or other wood deviations are possible and do not constitute a reason for complaint.
10.1 Depending on the type of wood material, the products must be stored correctly. Petek accepts no liability for damage caused by improper storage (rooms that are too humid, outdoors, …).
11. RETENTION OF TITLE
11.1 All deliveries of Petek’s goods are subject to retention of title. The delivered products remain the property of Petek until all claims from the business relationship between Petek and the customer have been paid in full. Payment is only valid when the purchase price is received on Petek’s account.
11.2 The customer is entitled to resell the retained goods in the normal course of business. Any other disposition, in particular a pledge, transfer by insurance or deviation from insurance is not permitted. Petek must be notified immediately of any seizure or other access by third parties to the goods subject to retention of title.
11.3 The customer may only sell the retained goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to Petek. The client is not entitled to dispose of the retained goods in any other way.
11.4 All receivables arising from the resale of goods to third parties are hereby transferred to Petek. Petek takes on that task. The customer must inform Petek of the name and address of the buyer and the amount of his receivables, and provide Petek with the data and documents necessary for the exercise of the assigned receivables and rights. The customer undertakes to immediately record the assignment in his books and notify the buyer of the retained goods of the withdrawal.
11.5 An assignment of claims from the resale is not permitted, unless it is a deviation with real invoicing, which is reported to the company and in which the invoicing proceeds exceed the value of the secured claim of the company. When the factoring proceeds are credited, the company’s claim becomes due immediately.
11.6 If the customer is in a delay of payment or if he does not fulfil a bill of exchange when it is due, Petek is entitled to take back the goods subject to retention of title and, if necessary, to enter the customer’s facilities for this purpose. The same applies if, after the conclusion of the contract, it becomes apparent that Petek’s claim for payment from this or from other contracts with the client is at risk due to the client’s non- performance. Acceptance is not a reason to withdraw from the contract.
11.7 The customer is obliged to properly store the retained goods and to insure them at his own expense against theft, breakage, fire, water and other damage. The insurance claims are deemed to be assigned to Petek in the amount of the value of the retained goods.
11.8 In the case of a cash sale of the goods subject to retention of title, the customer must keep the sales amount separately and deliver it immediately to Petek in the amount of the outstanding claims.
11.9 At the request of the customer, Petek is obliged to waive the retention of title if the customer has fulfilled all claims related to the subject matter of the contract and there is adequate security for the other claims from the ongoing business relationship.
12. CANCELLATION, CHANGE, EXCHANGE
12.1 A change or cancellation of the order confirmation or the contract or a part of the contract after the order confirmation is fundamentally excluded. If the contract or a part of the contract is cancelled due to Petek’s consent before the start of production, the customer is obliged to pay a cancellation fee of 30% of the price agreed for the cancelled goods.
12.2 Depending on the progress of the order, there are certain options for changing the order. These are chargeable. However, delivery dates that have already been confirmed cannot be maintained in the event of changes and are deemed to be cancelled.
12.3 An exchange of the goods is fundamentally excluded. In the event that Petek exceptionally agrees to the exchange of standard products ordered in writing, Petek will charge the customer a manipulation fee of 5% of the price agreed for the exchanged goods. Petek will never take back custom-made products.
13.1 We guarantee that our goods are of the contractual quality at the time the risk is transferred to the customer and that they meet the usual standards. Petek assumes a guarantee for the goods manufactured by their company for a period of 1 (one) year, calculated from the date of delivery.
13.2 If a justified defect is found, Petek either provides a credit note for the defect, reworks or delivers goods free of defects within a reasonable period of time against the return of the complained about. The conversion and cancellation of the contract are excluded.
14. PLACE OF JURISDICTION AND APPLICABLE LAW
14.1 All disputes, disagreements or claims arising out of or in connection with the General Terms and Conditions or the concluded contract, including disputes concerning its breach, termination or validity, will be resolved and decided by arbitration according to the arbitration rules of the Ljubljana Arbitration Centre. The arbitral tribunal consists of a sole arbitrator.
The seat of the arbitration tribunal is Ljubljana, Slovenia. The language to be used in arbitration proceedings is German. Ljubljana is agreed as the place of jurisdiction.
14.2 The provisions of Swiss law, including the United Nations Convention on Contracts for the International Sale of Goods (UN sales law – CIGS), shall apply to all mutual rights, obligations and responsibilities between Petek and the contractual partners (buyers) not agreed in this contract or the terms of business and delivery terms.
15.1 Petek only takes responsibility for the guarantee for the completely manufactured products, i.e., final coated, with built-in Plexiglas, grooves, rollers and accessories
15.2 In the case of custom-made products at the request of the customer and in the case of custom-made products based on the template, sketch or sample on the part of the customer, the customer indemnifies Petek against all claims from third parties, in particular with regard to the patent, copyrights and other property rights of the third party that may be infringed by the specimen.
15.3 The place of performance for both parties, insofar as this can be permissibly agreed, is Petek Ribnica d.o.o., Goriča vas 45, SI-1310 Ribnica.
15.4 If the regulation of these general terms and conditions of delivery or other contractual arrangements becomes ineffective in whole or in part, this does not affect the effectiveness of the remaining terms.
PETEK RIBNICA, d.o.o.