1.) Placing of order
a.) When an offer is made by the purchaser, the following terms and conditions shall be considered to have been acknowledged. The purchaser is bound to his offer for 14 days after its receipt of the vendor. The contract shall be concluded if the vendor confirms acceptance of the order in writing within this time period, or if he performs the agreement within this time period.
b.)The vendor’s obligation shall be based exclusively on the vendor’s written confirmation. This applies in particular to warranted characteristics of the item being sold. In particular, all offers contained in brochures, advertisements, etc. are subject to confirmation and are non-binding – including information on prices. All changes and oral agreements require written confirmation by the vendor.
c.) Information on prices which has been confirmed in writing is always binding. If a time period of more than 4 months elapses between conclusion of the contract and the planned date of delivery, and during this time there is a change in the rate of the statutory value-added tax, the official exchange rate (in the case of imported goods), or costs of materials and labour, then the gross price shall also be changed accordingly – even if a fixed price or package price has been agreed. Any further statutory authorization for transferring value-added tax changes to the purchaser remains unaffected, and the right to do so if reserved.
d.) All prices are quoted ex works (making the item being sold available on land at the vendor’s premises) plus the statutory value-added tax. Agreed additional services (e.g. moving the item being sold to a different location) are charged separately.
2.) Terms of payment
a.) All goods and services provided by the vendor shall be paid in cash, in full, and free of expense directly to the vendor or to a bank account specified by the vendor.
b.) The vendor shall provide a written order confirmation after the agreed down payment is made. The item being sold shall be transferred after the remainder of the purchase price is received by the vendor.
c.) Any other terms of payment (in particular the acceptance of thecks or bills of exchange) are only binding if the vendor has agreed to them in writing in advance. Even them, checks and bills of exchange are accepted only on account of payment. Any expenses thus incurred shall be borne by the purchaser.
d.) In the event of the purchaser defaulting on payments, the vendor can grant the purchaser a grace period in writing of 8 days, with notice that after this period elapses he will decline performance of the contract. If this period elapses without success, the vendor has the right to claim damages instead of performance.
e.) If the vendor claims damages for non-performance the amount shall be 25% of the total gross price. The purchaser retains the right to submit proof of the fact that the vendor’s damages were lower.
f.) The purchaser may set off claims for payment by the vendor only if his counterclaim is undisputed or a final court judgement has been rendered against the vendor. The purchaser may assert a right of retention only if it is based on claims from the sales contract.
a.) Any delivery deadlines and delivery times which may be agreed in a binding or nonbinding manner must be specified in writing. If they are not expressly agreed as binding, then in case of doubt delivery deadlines specified in writing are to be considered non-binding. Delivery times begin with the conclusion of the contract. If effective changes to the contract are agreed subsequently, then all previously agreed delivery deadlines and delivery times shall become invalid.
b.) If a non-binding delivery deadline or a non-binding delivery time is exceeded by 6 weeks, the purchaser can request in writing that the vendor make delivery within a reasonable period of time. If the time period set in this manner elapses, then the vendor is in default. If the purchaser insists on delivery, he can only claim compensation for damage caused by the default if the vendor is guilty of willful or gross negligence.
c.) If a binding delivery deadline or a binding delivery time is exceeded, then the vendor shall be in default as soon as the delivery deadline is exceeded or the delivery time elapses. In this case, sentence 3 of letter b) above applies accordingly.
d.) In any case in which the vendor is in default according to letters b) or c) above, the purchaser can grant the vendor a grace period in writing, with notice that after this period he will decline to accept the item being sold. If this grace period elapses without success, the purchaser has the right to claim damages instead of performance. If there was no grossly or willfully negligent action on the part of the vendor, then the damages are limited to a maximum of 5% of the total gross price.
e.) Force majeure, riots, strikes, lock-outs and major interruptions to operation which are not the fault of the vendor – in particular those at manufacturing plants, supplier and components suppliers – shall modify the deadlines and time periods mentioned under letters a) through d) by the duration of the delays in performance caused by said conditions.
f.) All deliveries to the purchaser’s location are at the purchaser’s risk and expense. The vendor is not bound to use the least expensive means of shipping.
a.) In accordance with the provisions in section 1 letter d), the vendor is obligated to make the item being sold available on land at his own premises. If the vendor has indicated availability to the purchaser, and the purchaser does not take possession of the item being sold within 7 days of being informed of its availability, then the risks are transferred to the purchaser.
b.) Any further or additional services by the vendor which are desired by the purchaser must be agreed in a separate contract which does not affect the vendor’s obligations from this sales contract. This applies in particular if the purchaser wishes to move the item being sold to a different location. Such movements must be arranged by the purchaser at his own expense and risk.
c.) The transfer shall be considered complete if the purchaser has waived his right of inspection or has issued a shipping order.
5.) Retention of title
a.) All deliveries by the vendor shall be subject to retention of title until complete payment by the purchaser (goods subject to retention of title clause). This also applies to claims from the sales contract which the vendor acquires against the purchaser subsequently in connection with the item being sold. The purchaser may not make use of the goods subject to retention of title clause
b.) In the event of attachment of the vendor’s property by third parties – in particular by bailiffs – the purchaser must state that the property belongs to the vendor, and must inform the vendor of the attachment.
c.) If the purchaser fails to comply with the contract – in particular in the event of default on payment – the vendor shall have the right to take back the goods subject to retention of title clause at any time at his expense. Taking back the goods or attachment of the goods subject to retention of title clause by the vendor does not constitute a withdrawal from the contract.
6.) Warranty and liability
a.) If the item delivered is defective or lacks the warranted characteristics, or if it becomes faulty as a result of manufacturing or material defects within the warranty period, then the vendor shall at his option provide replacement or carry out repairs. All other warranty claims are excluded.
b.) The purchaser is to inspect the delivered item carefully at the time of delivery or immediately thereafter. Obvious defects must be reported to the vendor in writing immediately, at the latest 1 week after transfer. The defective item must be kept available for examination by the vendor in the state in which it was at the time the defect was detected. Violation of the obligations listed above voids any warranty claims against the vendor.
c.) Costs incurred in connection with warranty work for transportation of the purchased object to and from the site shall be borne by the purchaser. The operation manual, general information and safety information provided are components of the sales contract. Repair work or delivery of a replacement does not extend or renew the warranty period.
d.) If the repair work or delivery of a replacement is not successful after a reasonable period of time, then the purchaser can claim damages instead of performance, or demand a reduction in the purchase price.
e.) Claims for damages from impossibility of performance due to non-performance, from active violation of the contract, culpa in contrahendo, and from unauthorised action, insofar as they are not attributable to willful or gross negligence, are excluded, both against the vendor and against third parties employed by him to fulfill his contractual obligations and his vicarious agents. No liability will be accepted for consequential damage.
f.) If the vendor has further claims against the manufacturing plants or other suppliers other those possessed by the purchaser against the vendor, then the purchaser has the right to demand assignment of such claims by the vendor, and is only entitled to resort to his contractual and statutory claims against the vendor if the assertion of the assigned claims has failed conclusively.
g.) The vendor shall have no warranty obligation if defect results from the following:
- natural wear
- damage due to improper handling, also including storage, not caused by the vendor, his legal representative or a third party employed by the vendor to fulfill his contractual obligation
- an exceptional form of use which is contrary to the normal use of the item being sold, and which has not been approved by the vendor on a case-by-case basis
- repair maintenance and care at a facility not authorized by the vendor to carry out support
- installation of parts whose use has not been approved by the vendor
- modifications to the item being sold in a manner not authorized by the vendor
- failure to observe regulations and operation manuals concerning the operation, maintenance and care of the item being sold
Should individual provisions of these general terms and conditions be legally invalid, the contract, including the remaining provisions of the general terms and conditions shall remain valid. We are not liable for items present at the premises. We are not liable for theft, fire or loss of items placed at our disposal. This also applies to test runs, trial runs and training runs, in particular with demonstration equipment. We recommend that you take out your own insurance for such risks. We assure you that we will take due care and precautions with any items properly provided for our use. Used items and equipment are sold with no warranty whatsoever unless expressly agreed otherwise. In international transactions, unless application of another law system is mandatory the entire agreement shall be governed by the law of the federal republic of Slovenia. The validity of the uniform law on the international sale of goods and the uniform law on the formation of contracts for the international sale of goods is excluded.
Ocean Premium is not obligated to take part in proceedings regarding the settlement of disputes at an institution for the settlement of disputes with consumers and is not willing to do so either. Therefore, Ocean Premium does not take part in proceedings regarding the settlement of disputes at an institution for the settlement of disputes with consumers.
Ocean Premium, January 2016