D PARTNER D.O.O.
GENERAL TERMS AND CONDITIONS OF SALES
EFFECTIVENESS, APPLICABLE LAW AND JURISDICTION
By placing purchase orders with D Partner d.o.o. d.o.o., the buyer irrevocably and unconditionally accepts the present General Terms and Conditions of Sales, and any conflicting terms appearing on buyer or buyer agent’s form, document of correspondence of any kind, whatever prior, concomitant or subsequent to D Partner d.o.o. Order Acknowledgment, is hereby specifically excluded. These General Terms and Conditions of Sales shall be exclusively subject to the law of Slovenia. Exclusive jurisdiction is assigned to the competent court of Novo mesto, Slovenia.
All information stated in D Partner d.o.o. commercial literature or appearing on the Word Wide Web are provided for general purpose and shall not be binding upon D Partner d.o.o., unless expressly endorsed in writing by and authorized signatory of D Partner d.o.o..
Determination of the suitability of D Partner d.o.o. and/or services for any contemplated usage shall be the sole responsibility of buyer and D Partner d.o.o. shall have no responsibility in that regards.
OFFERS AND PRICES
Written offers will be binding upon D Partner d.o.o. solely with regard to the product or service commitments expressly mentioned in said offers for the duration of the stated acceptance period. Prices for products or services shall be those in effect at the time of such offer issuance and D Partner d.o.o. reserves the right to amend these prices at its sole discretion for any future transaction.
Purchase orders shall be deemed accepted by D Partner d.o.o. upon being counter-signed by D Partner d.o.o. duly authorized signatory.
Should the buyer be liable for any breach of obligations under any accepted purchase order and does not remedy such breach within seven (7) business days from a proper notice to that effect, or should the buyer fail to provide D Partner d.o.o., upon request, with adequate assurances of future performance or become insolvent or there is filing by or against the buyer of a petition in bankruptcy, reorganization or other insolvency proceeding, or should the buyer notify its intention not to fulfil any accepted purchase order, D Partner d.o.o. shall be authorized to cancel any such accepted purchase orders without further notice and without any liability, indemnification or reimbursement whatsoever and shall further be entitled to claim compensation of any and all damages, costs, expenses or prejudices sustained by reason of such breach and/or cancellation.
Unless otherwise specified and agreed in writing with the buyer, full payment of D Partner d.o.o. invoices shall occur upon final reception of products and/or services as defined in the relevant purchase order and shall be made by wire transfer in EURO to D Partner d.o.o. bank account at Gorenjska banka d.d. SWIFT: GORESI2X, IBAN: SI56 0700 0000 3867 674. If payment is not received withing due date, D Partner d.o.o. may apply late payment charges on any outstanding balance without prior notice to buyer at a rate equivalent to legal interest rate for late payment.
D Partner’s prices are exclusive of national taxes that may apply on the transfer of D Partner d.o.o. products or services, and which shall be paid for by the buyer. All such taxes will be set forth by D Partner d.o.o. d.o.o.as separate items on our invoice or on buyer’s generated self-bills, as the case may be. D Partner d.o.o. reserves the right to adjust its prices at any time before the payment due date should there be any change in applicable custom duties or taxes.
Unless otherwise confirmed in writing by a D Partner d.o.o. authorized representative, delivery dates are given for information purposes only and are not legally binding upon D Partner d.o.o. Unless otherwise agreed in writing, product delivery shall be EXW Šentjernej Incoterms 2010.
TRANSFER OF TITLE
D Partner d.o.o. retains title to its products until they are fully paid for. However, prior to such full payment, the buyer is authorized to use, integrate, or process D Partner d.d.o.’s products within the normal course of its business provided said products are not pledger or offered as securities to any creditor. Should the buyer integrate or process such products for further sales, buyer hereby irrevocably assigns to D Partner d.o.o. the title into the resulting process or integrated products as an unconditional guarantee for D Partner d.o.o. payment claims and hereby warrants it will secure the same from the final user.
D Partner d.o.o. only warrants that at the time of delivery and for the specified warranty period, all its products:
- will be new when delivered,
- will conform to their current or agreed technical specification,
- will function in accordance with their intended design,
- that D Partner d.o.o. will convey good title to such products and/or services,
- that such products and/or services will be delivered free from any lawful security interest, lien or encumbrance.
The above limited warranty will not apply to any products that has been repaired or modified by a third party or without d Partner d.o.o. prior consent, or to any product that has been damaged, stored or handled negligently, faultily or incompetently.
REMEDY FOR NON-CONFORMITY
Upon delivery and in any event within six (6) weeks from said delivery, the buyer shall thoroughly inspect D Partner d.o.o. products and/or services against their specifications in order to determine any qualitative non-conformity and shall further notify D Partner d.o.o. in writing in case of any non-conforming product or ser4vices. Failure by buyer to provide D Partner with this written notice withing six (6) weeks period will be deemed a waiver from buyer for all non-conformity claims with respect to said product or services. If required by D Partner d.o.o. any allegedly non-conforming products must be returned to D Partner d.o.o.’s attention at D Partner d.o.o. costs, and buyer admits that such product or equipment return shall never be considered as an admission of liability in any way. Unless otherwise agreed in writing prior to any purchase order execution, D Partner d.o.o.’s liability for any claim or cause of action for proven non-conforming products and/or services is expressly limited, at D Partner d.o.o.’s sole discretion, to either the replacement, repetition or repair of products or services shown to be other that as warranted or the reimbursement of the purchase price effectively paid for such products or services, and D Partner d.o.o. further disclaims any liability for any incidental, consequential or special damages arising out of the same.
INTELECTUAL AND INDUSTRIAL PROPERTY RIGHTS
D Partner d.o.o. expressly disclaims and written or verbal, express or implied, warranty against patent infringements with respect to the use of D Partner d.o.o.’s products. All names, logos and distinctive signs appearing on d Partner d.o.o.’s products and/or sales materials are either registered marks or protected by intellectual property rights and buyer acknowledges that the use, reproduction or representation of the same on any support is strictly prohibited without the prior written consent from their legitimate owners.
Any and all events outside D Partner d.o.o. immediate and reasonable control, such as without limitations, strike, lock-out, floods, fires, transport disruption or stoppages, scarce resources, including energies, allocated raw materials or parts and/or significant accidents, which prevent or delay, in part or in full, the manufacture, shipment or delivery of D Partner d.o.o.’s products or services, shall authorize D Partner d.o.o. to delay or suspend, in part or in full, the manufacture, shipment or delivery of said products or services without any liability.