- GENERAL PROVISIONS
If the contract parties do not specify otherwise in writing, these general terms and conditions (hereinafter: GTC) of the Gabrijel Aluminium d.o.o., Pod jelšami 7, SI-1290 Grosuplje, SLOVENIA (hereinafter: Seller) are applied to all transactions that the Seller makes with Buyers or customers (hereinafter: Buyer).
Seller’s offer superseeds the GTC. Every other potential deviation from these GTC is valid only if it is confirmed in writing by the Seller. Such potential deviation from these GTC has a one-time validity and does not affect on the validity of the remaining provisions of these GTC.
By accepting the offer or concluding the contract or by every contract award, the Buyer confirms the acceptance and total agreement to these GTC.
GTC apply to all cases of sales and distribution of goods and services, which pertain to the Seller’s sales program. The program includes products, outlined on pricelists and other commercial documents of the Seller.
- ORDERS AND PRICES
All orders have to be issued in writing, i.e. either via mail, fax or electronically.
An order of the Buyer is valid if it includes information, which is required for the correct and smooth processing of the order by the Seller and should at least contain the following:
- address of the customer, recipient and payer of goods
- classification and quantity of the ordered goods.
The Buyer’s order becames binding for the Seller, when the Seller confirms order delivery in writing.
Order confirmation must include the following:
- classification and quantity of the ordered goods,
- delivery period by defining the date or the corresponding week number within a specific year,
- stated destination with exact address (street, number, place),
- mode of dispatch and transportation,
- agreed payment conditions.
If the Buyer and the Seller agree to a successive delivery of goods, then the Buyer is obliged to collect the individually ordered quantity at least within the 5 working days after being informed that the goods are ready for collection.
Prices stated in the offer, order and order confirmation are only informative and valid at the time of the offer. The exact price will be stated at the time of delivery and is based on Seller’s pricelist which is updated and sent to Buyer quarterly. Possible changes in pricelist is in case of more than 5% change in LME, billet, transport, process costs and other relevant costs.
- QUANTITY AND QUALITY
Minimum quantites for orders of products are stated in the offer and are valid for stated MOQs. In case of orders outside of MOQs the price is double.
The Seller reserves the right for flexibility of deliveries in range of +/-15% of ordered quantities.
If not otherwise specified the products are supplied in accordance with standard ISO2768-m.
- TRANSPORT COSTS
If not otherwise specified the goods are offered on EXW Grosuplje price basis.
The Buyer can collect the goods himself or can be offered transport by the Seller. In this case, transport costs can be added separatelly on the invoice or calculated in the price of products.
In case of an export from Slovenia EXW Grosuplje price basis is used. Forwarding costs are charged to the Buyer and added separately to the invoice or calculated in the price of products.
The Buyer has to check every package of the delivered goods immediately upon its receipt. Obvious shortcomings (including damage as a result of transport), imperfection or other deviations from the confirmed order have to be claimed immediately and not later than 8 days after the arrival of the goods to the delivery address and this has to be done in writing by stating the shortcomings of the goods, missing quantity or other deviations along with the delivery note and invoice number.
The Buyer has to claim the hidden defects as soon as he notices them. The Seller is not responsible for hidden defects, which are noticed more than six (6) months after the delivery date.
No quantity complaints are allowed for the goods, which were collected in person in the Seller’s warehouse.
Every transport unit of product (palette) has its own identification data displayed in a prominent place. The Buyer is obliged to state the identification data of the goods on the written complaint along with the number of the delivery note and the invoice number pertaining to the delivery in question. The Buyer is obliged to attach as well the sample (photos are acceptable if confirmed by Sellers Quality department) of the claimed product and must also describe the defect in details.
The Buyer is only eligible to the complaint providing that he acts in accordance with the storage instructions as outlined by the Seller.
It is understood that the Buyer has waived all guarantee claims providing he has used the products, where he has claimed defects, for furher processing or has only processed them in part.
The Buyer is obliged to pay the invoice amount within the period indicated on the Seller’s invoice. The payment is only considered complete when the money (purchase price) is transferred to the Seller’s account.
If not otherwise agreed payment term for the products is 30 days net.
The Buyer can reject the invoice with the period of eight (8) days since the receipt. Rejection of invoice has to be justified in writing by the Buyer.
In the event of payment delay, the Seller reserves the right to charge statutory interest and any costs incurred in connection with the reminder and recovery.
If the Buyer’s solvency deteriorates significantly or he cannot provide sufficient payment security, all existing receivables fall due for immediate payment.
In the event of late payment by the Buyer, the Seller has the right to immediately stop all further deliveries and all deliveries related to the current or other commercial relationship with the Buyer and request additional insurance for the rest of the delivery along with the compensation for all damages caused to the Seller. Additionally, the Seller has the right to reject new orders from the Buyer or refuse delivery to the Buyer until the required payment.
6. RESERVATION OF OWNERSHIP
The Seller reserves the right of ownership over the delivered goods until full payment of the purchase price, including interest and other costs. The Seller has the right to demand the delivery of goods on which there is a reservation of title if the Buyer does not pay the purchase price in its entirety.
7. PROTECTION OF BUSINESS SECRETS
The Seller and the Buyer agree that they will keep all data arising from the contract documentation and other data arising from the contractual relationship as a business secret for at least 5 years after the expiration or termination of the contractual relationship.
Neither party may disclose the information referred to in the preceding paragraph or use it for any purpose not directly related to the exercise of the rights and obligations under the contract without the prior written consent of the other party.
8. END OF PRODUCTION
In case of projects with longer durability than 1 year for which the material is bought periodically, the Buyer must inform the sellee abour EOP (end of production) at least 12 months in before project is closed.
Seller and Buyer will make an agreement on obsolete cost of remaining material and semi-finished products before projects closing.
9. FORCE MAJEURE
The Seller is not liable for the partial fulfillment or non-fulfillment of his obligations, if this is the result of events that the Seller could not avoid, prevent or eliminate (force majeure). Force majeure means events such as: fire, floods, earthquakes, riots, epidemics, war, power outages, non-operation of the internet, strikes or other interruptions, due to administrative or other administrative restrictions or prohibitions such as embargo, confiscation, restrictions on financial operations, restrictions on transport, lack of material on the world market, reductions in energy supply and other obstacles independent of the will of the Seller. A force majeure is also considered to be a lack of material or services at the Seller’s suppliers or companies that the Seller includes in fulfilling its contractual obligations, as well as their delays in the delivery of goods or services to the Seller.
If the fulfillment of the Seller’s obligations is impossible due to the reasons referred to in the previous paragraph, he is obliged to inform the Buyer immediately. In this case, the time limit for completion shall be extended for the duration of the reasons for force majeure and its consequences. If force majeure lasts for more than 3 months, the Buyer or Seller may immediately withdraw from the contract without compensation or similar compensation.
10. FINAL PROVISIONS
GTC are published on the Seller’s website www.gabrijel.com.
The provisions of the Code of Obligations and other applicable regulations apply to mutual relations that are not regulated by these GTC.
The law of the Republic of Slovenia shall be used for the interpretation and assessment of all provisions of these GTC, as well as for the regulation of relationships arising from all legal transactions arising from them.
The Seller and the Buyer will strive to resolve any disputes amicably. In the event that an agreement to resolve the dispute is not possible, the court with substantive jurisdiction in Ljubljana shall have jurisdiction to resolve the dispute.
These GTC are written in Slovenian and English language and in case of discrepancies Slovenian version prevails. These GTC become valid on January 1st, 2023.