General Terms and Conditions of 3CNC d.o.o.

The General Terms and Conditions cover the services of company 3CNC d.o.o. Agreement with these General Terms and Conditions is a condition for any collaboration. Hereinafter, the term “Provider” refers to 3CNC, and the terms “Customer” to provider’s clients. Any cases not covered by these General Terms and Conditions are governed as appropriate by the Obligations Code, Personal Data Protection Act, and Consumer Protection Act. The use of the Vienna Convention is explicitly excluded.

1. General

1.1 The General Terms and Conditions are a legal agreement between the Customer and Provider.

The General Terms and Conditions listed below apply to all offers and every sale or delivery of goods or services by 3CNC. The General Terms and Conditions apply to every customer, even if a contract was not concluded for 3CNC d.o.o. services, but a legal relationship was formed between the Provider and Customer on the basis of an enquiry, order, payment of offer or in any other manner.

1.2 Before ordering, paying for the offer, paying a pro forma invoice or invoice, the Customer is informed of the General Terms and Conditions. Moreover, the Customer declares to understand General Terms and Conditions and shall act in compliance with them.

1.3 Rights and obligations established between the Provider and the Customer on the basis of these General Terms and Conditions or valid concluded contract apply without limitations to all legal successors of the Provider or Customer.

1.4 If the Provider and the Customer conclude a written contract, the General Terms and Conditions supplement the contractual provisions. Any provisions of a potential valid contract have priority over the General Terms and Conditions.

1.5 Customer’s or any other different terms and conditions apply only if agreed in writing by the Provider.

1.6 Any written agreement on derogations of individual provision from provisions of Provider’s General Terms and Conditions has no effect on validity of other provisions ofthese General Terms and Conditions.

1.7 The Provider reserves the right to change these General Terms and Conditions at any time and without prior notice. The changed General Terms and Conditions come into force when published by the Provider on its website or sent electronically to the e-mail address of the Customer. If the Customer does not object within 15 (fifteen) workdays of the publication or submission of the new General Terms and Conditions, the Customer is considered to have agreed to them in full.

2. Offers, enquiries

2.1 All Provider’s offers are binding for the Provider until the date listed in the relevant offer. After its expiry, the Customer can request a renewal of the offer; however, certain terms and conditions can change during this time.

2.2 An offer includes all integral parts of a contract; therefore, a contract would be considered concluded if the offer was accepted.

2.3 An enquiry is any enquiry made by a customer and submitted to the Provider’s e-mail address. This is followed by the Provider’s offer.  A contract is concluded by written confirmation of the Customer’s order by the Provider or by sent order confirmation by the Provider.

3. Conclusion of contract

3.1 Any legally valid concurrence of wills between the Customer and the Principal that represent a conclusion of contract is considered a conclusion of contract, particularly a written acceptance of offer submitted by the Provider to the Customer, and a Provider’s written approval of order submitted to the Customer after receipt of an order.

3.2 Obligations to the Customer arising from a concluded contract are legally binding for the Provider after a contract is concluded.

3.3 If a Customer cancels a contract, the cancellation is governed by the provisions of the Obligations Code. In any event, the Customer is obligated to reimburse the Provider for all costs and damages incurred until the time of cancellation of contract or order.

4. Prices

4.1 Unless the offer, which was followed by the order, or order confirmation or any other document that represents a concluded contract with a specific Customer states otherwise, the prices listed in the offer apply.

4.2 Agreement on the price is an integral part of the contract.

5. Payment terms and conditions

5.1 The payment deadline is the final deadline or date when the full amount of an individual invoice, arising from a concluded contract, must be transferred to the Provider’s transaction account listed on the relevant invoice. Payment is considered made when the money is on the Provider’s account.

5.2 Unless otherwise agreed in writing, all payments of invoices must be made to the transaction account and without any deductions within 30 days of delivery date.

5.3 Any discounts must be agreed before an order. After an order is received, discounts cannot be accounted. The contracting parties must determine any other discounts by special-purpose contract or amendment to a contract.

5.4 If the Customer fails to make payments on time, it must settle statutory late-payment interest, unless explicitly agreed otherwise in writing.

5.5 If Customer’s payment was deferred by the Provider, and the Customer fails to make full payment within the deferred deadline, the relevant invoice is considered due on the first due date. Customer is thus liable for statutory late-payment interest from the due date to the date of actual payment. By agreeing to these General Terms and Conditions, the Customer waives the right to any objection to deferred due date and recognises the initially agreed due date as the only undisputable invoice due date.

5.6 If the Customer is in delay of payment of two or more invoices, or if Customer’s significantly reduced solvency or poor financial situation become known, or if it fails to provide security for its debts at the request of the Provider, all existing claims become due immediately. At that time, the Provider is entitled to carry out open deliveries only on the basis of advance payment or to withdraw from the contract by the appropriate deadline. In any event, the Provider shall claim damages if any legally recognised damage due to such circumstances was incurred. Furthermore, the Provider is entitled to prohibit any further disposal and processing of delivered goods, and to request return of such goods at the Customer’s expense. The Customer hereby agrees to the removal of delivered goods in such cases.

5.7 In the event of any claims of material defects for delivered goods, the payment deadline is not automatically extended. The payment deadline is extended only after the Provider confirms in writing that the delivered goods had material defects.

5.8 In the event that the Customer is in significant delay with payment of at least one invoice, the Provider is entitled to change the payment deadline for current order of goods or even to cancel the order. In this case, the Customer does not have any justified claim against the Provider due to such change or cancellation of contract.

6. Reservation of property rights

6.1 The Provider reserves property rights of delivered goods until the Customer fully settles or fulfils its obligations related to the delivered goods, including payment of any potential costs of notices or late-payment interest.

6.2 The Customer is obligated to cooperate in all measures to protect the Provider’s property or property rights of goods delivered with reserved property rights until all Customer’s obligations are fulfilled.

6.3 All claims and related rights from sale with reservation of property rights apply to goods that are to be further processed. In such cases, the Provider is granted co-ownership right on the new goods in proportion to the value of the new goods for which is has a reservation of property right to its full value. The Customer thus assigns to the Provider any claim with all related rights from subsequent sale of goods for which it has a reservation of property rights.

7. Delivery deadline

7.1 The delivery deadline or date of delivery is the date agreed in the contract as the date when the provider fulfils its obligation of delivery in a manner agreed in the contract.

7.2 The agreed delivery deadline or date of delivery shall be respected. Unless a fixed date is defined as the date of delivery, the delivery period starts on the contract effective date, which can be considered the date when the offer was accepted by the Customer or the order was accepted by the Provider. All necessary conditions must be met for the delivery deadline.

7.3 In the event of delivery delay, the Provider shall notify the Customer of a new delivery deadline or date of delivery.

7.4 Terms of the Paris-based International Chamber of Commerce (INCOTERMS 2010 terms) apply in relevant documents, except for terms specifically agreed otherwise. The specific INCOTERM used for an individual order is agreed in the contract or confirmed offer or order confirmation.

8. Packaging, dispatch, transfer of risk

8.1 The price includes packaging and protective devices necessary to prevent damage during transport in normal transport conditions to the unloading location defined in the contract.

8.2 Handover or dispatch location is defined in the relevant contract or offer or order confirmation.

8.3 Risk of damage or loss of goods is considered on the basis of or agreed upon INCOTERM clause.

9. Warranty

9.1 The Provider guarantees the appropriate quality of delivered goods or services, as well as compliance with technical data and the contract between the contracting parties.

9.2 All warranty claims must be submitted to the Provider’s e-mail address. Verbally submitted warranty claims shall not be considered by the Provider.  All warranty claims must include attached photographs and shown deviations from the requested condition. The Customer must submit a written claim regarding any quality or quantity deviations within 8 days of delivery of goods.

9.3 The Customer must submit a written claim regarding any hidden defects or quality deviations immediately upon discovery, but no later than within 6 months of taking delivery of the goods. The Customer shall also attach appropriate pictures and information, otherwise all rights related to such claims are waived.

9.4 If a warranty claim is not submitted on time, within 3 days of a verbal notification, the goods are considered in compliance with the requirements, and the Customer waives all rights related to defects of goods or services.

9.5 If the Provider determines that a warranty claim is justified, the Provider shall grant one of the potential remedies to the Customer:

– elimination of defect with an appropriate deadline, by eliminating the defect in accordance with the agreement acceptable for both contracting parties, or by delivering other goods without defects; or

– does not eliminate the defect but grants price reduction to the Customer.

The contracting parties must explicitly agree on the option available to the Customer.

9.6 If the Customer’s warranty claim is recognised as justified, the Provider undertakes to resolve the issue in the shortest reasonable time possible.

10. Protection of business secrets

10.1 The Provider and the Customer undertake to protect each other’s information obtained in relation to the order and not publicly available. Both contracting parties undertake to protect as business secret all data, know-how, business and technical documentation that they become aware of throughout the duration of business collaboration and at least five (5) years afterwards.

10.2 The contracting parties undertake not to submit information to any third party and not to use information for any other purpose without the other party’s written approval.

10.3 The parties agree that business collaboration can be advertised but only with a prior written agreement.

11. Force majeure

11.1 In the event of force majeure, the contracting parties are exempt of their contractual obligations if the consequences of force majeure prevent the performance of contractual obligations. If the consequences of force majeure last more than three (3) months, appropriate measures need to be implemented to protect the interests of every party in these circumstances.

11.2 Force majeure circumstances include all events that occur after the conclusion of contract due to unforeseen and unforeseeable events that the Slovenian courts recognise as force majeure.

12. Resolution of disputes

12.1 The Provider and the Customer undertake to attempt to resolve all potential disputes amicably.

12.2 Any potential disputes that cannot be resolved amicably shall be resolved before the court with subject-matter jurisdiction in Koper.

13. Final provisions

13.1 These General Terms and Conditions apply for unlimited time or until they are replaced by new general terms and conditions.