Terms & Conditions of the company

Our offers, deliveries and services are made exclusively on the basis of these General Terms and Conditions. This document will be applied to all future business relationships, even if they are not agreed again directly. Different conditions of the customer/buyer are expressly superseded by these general sales conditions.

1. Offer and conclusion of the contract

1.1. All our brochures, advertisements and offers are non-binding – also with regard to prices, and do not commit ourselves to accept the order. The contract will only become effective upon receipt of our order confirmation, payment of 50% of the whole order or upon delivery of the goods. Even all alleged agreements, as well as all verbal and telephone agreements, will be legally binding only after our written confirmation.

1.2. In the case of orders according to samples or illustrations, the characteristics of the sample or the Illustration, in particular thickness, colour, dimensions and weights, are only indicatives. Deviations are subject to special written agreement.

2. Prices

2.1. The prices are in euros, ex works, excluding transport and packaging, without insurance, VAT, etc.

2.2. Unless otherwise agreed, assembly and material costs shall be shown separately.

2.3. For small orders below a value of Euro 100.00, a minimum quantity surcharge will be charged.

2.4. We shall reserve the right to adjust prices in case of cost increases.

2.5. Special technical and commercial requests will be invoiced separately.

2.6. Rebates, deductions, discounts and other changes require additional Agreement.

3. Delivery

3.1. The indication of delivery dates or delivery periods is always indicative and not-binding. The delivery shall be carried out within the delivery time being reported in the Order Confirmation, with a tolerance of 14 (forteen) working days. If the goods are not made available by the expiry of this reasonable tolerance period, the customer/buyer can withdraw from the contract by written declaration to us.

3.2. In any case, we are entitled to make partial deliveries.In all other respects, dispatch or delivery of the goods by us, shall take place at our own discretion without liability, in the cheapest shipping method. The costs for unsuccessful delivery attempts shall be borne by the customer.

3.3. In the event of non-acceptance of the goods by the customer/buyer, we shall be entitled, after a tolerance period of max. 7 days and their fruitless expiry to withdraw from the contract, otherwise to dispose of the object of purchase and to claim damages for non-performance.

3.4. In the event of involuntary inability through no fault of their own and in the event of majeure force, both contracting parties shall be entitled to extend delivery of the originally agreed delivery date.

4. Transport and shipping

4.1. Shipment is, in any case, at the expense and risk of the customer. By delivering the products all risks are taken, regardless of the place of delivery agreed in the individual case, by the customer.

4.2. The transport route and the mode of transport are determined by us. The determination is made according to free discretion to the exclusion of any liability for the cheapest shipping method.

4.3. In the case of transport damage, which must be reported immediately in writing, the goods may only be reported after being released by us to be put into use.

4.4. The business transaction in progress remains unaffected. Claims for compensation due to transport damage, which occurred after the transfer of risk, are regulated between the customer and the transport company.

5. Terms of payment

5.1. Our invoices are payable without deduction within 30 days of the invoice date. If this deadline is exceeded, we are entitled to charge default interest in the amount of 12% per annum without a formal notice or a separate proof of damage.

5.2. Assignments of claims and other securities shall only be accepted on account of payment. They shall only be deemed payment when the corresponding amounts have been finally credited to us. Fees, discount and collection charges shall be borne by the customer/buyer and are due immediately.

5.3. In the event of a significant deterioration in the assets of the customer/buyer, we shall be entitled to demand advance payment.

5.4. With claims that are neither expressly acknowledged nor legally established by us, the customer/buyer cannot offset.

6. Transfer of risk

The risk shall pass to the customer/buyer – even in the case of freight-free delivery – as soon as the shipment has been handed over to the person carrying out the transport or has left our company for the purpose of dispatch.
If dispatch is delayed at the request of the customer/buyer, the risk is borne by the customer once is notified of readiness for dispatch. For damage during transport (e.g. cold cracks in the cold season) no liability is assumed.

7. Retention of title

7.1. The goods delivered by us remain our property until all our claims against the customer/ buyer (including future claims, insofar as these are related to the delivered goods) are fulfilled and invoices are fully payed. This also applies in the event of the issuance of a balance acknowledgement. The retention of title shall in this case serve as security for the claim from the balance.

7.2. The assertion of the retention of title rights by us shall not constitute a withdrawal from the contract. Rather, in addition to the right to surrender our property, we also have our rights under the contract, in particular to compensation for damages and loss of profit.

7.3. The customer/buyer is authorized to collect this claim until further notice. Our authority to collect the debts remains unaffected. However, we undertake to honour commitments made, as long as the customer/buyer duly fulfils his payment obligations towards us.

7.4 If the goods delivered by us are processed, a free storage agreement from the retention of title agreed between us and the customer/purchaser shall apply as concluded, regardless of the processed goods.

7.5. In the event of intervention by creditors of the customer/buyer, in particular in the event of seizure of a purchase or delivery item, the customer/buyer must inform us immediately. The enforcement officer as well as any lien creditors must be informed of our retention of title. The cost of measures to eliminate the intervention, in particular intervention processes, are to be taken by the customer/buyers.

8. Warranty

8.1. Complaints must be made immediately upon receipt of the goods. The customer/ buyer is obliged to inspect the goods immediately upon receipt for defectiveness and completeness check. Any complaints must also be made immediately. The defective items are to be inspected in the condition in which they are at the time the defect is discovered. Defective goods may also not be put into use. A violation against the above obligations excludes any warranty claims against us.

8.2. If the goods delivered by us are defective or lack warranted characteristics or if they become, within the warranty period, defective due to manufacturing or material defects, we deliver, at our discretion, to the exclusion of other warranty claims replacement or we repair accordingly. Multiple rectifications are permissible.

8.3. Defects in a part of the delivery do not entitle the customer to complain about the entire shipment.

8.4. Even after the assertion of warranty claims, merchants are neither entitled to a refusal of performance still entitled to withhold due payments. Retention which are not based on the same contractual relationship, cannot generally be asserted.

8.5. Compensation in excess of the invoice amount (damages, processing costs) etc.) will not be owed by us in any case.

8.6. We may make the fulfilment of justified warranty claims dependent on the fact that: our customer has previously paid the agreed contract price in full. If it is the however, a non-merchant may not exceed 75% of the agreed price.

8.7. If our contractual partner is a merchant, the warranty period is 12 months and begins with the date of delivery.

9. Right of withdrawal

9.1. If the customer/buyer is in default with the acceptance of the delivery or with the payment, we shall be free to waive all or the remaining performance without setting a further tolerance period of the contract. We shall be entitled to the same right of withdrawal if the customer/buyer has provided incorrect information about the facts determining his creditworthiness, or suspends its payments. We are also granted such a right of withdrawal if the manufacturer of the ordered goods has not started or ceased the production or in another case of higher violence. A claim for damages is then excluded.

9.2. If the customer/buyer withdraws from the contract without being entitled to a right of withdrawal, he may:

  • either pay compensation for a specific damage to be quantified or pay of a lump-sum;
  • demand compensation in the amount of 20% of the net price of the purchased or ordered goods.

10. Form and confidentiality, data protection

10.1. Individual agreements shall, in any case, take precedence over these General Terms and Conditions.

Such individual agreements must be made in text form in order to be effective. This also applies to: a waiver of this formal agreement.

10.2. Also legally relevant declarations and notifications made to us after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction), require on their effectiveness of the text form.

10.3. We retain illustrations, drawings, calculations, samples or other documents.

We own property rights and copyrights; they may not be made accessible to third parties.

1.4. Documents containing trade and business secrets (e.g. cost estimates, design drawings)

may not be made accessible to third parties, in particular competing companies and shall be returned on request. We retain all existing documents on these documents : Property rights and copyrights. A right of retention of the contractual partner to these documents are excluded.

10.5. Personal data will only be stored and used for the purpose of processing the contractual relationships.

11. Choice of law, place of performance, place of jurisdiction, severability clause

11.1. The entire contractual relationship is subject to Slovenian law with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods.

11.2. The place of performance of all mutual claims and obligations arising from the contractual relationship is the company REM Europe d.o.o. which has exclusive jurisdiction for all disputes arising from the contractual relationship.