General purchase conditions

Validity

These general conditions, hereinafter referred to as "conditions", apply to all orders issued by RESEDA d.o.o., hereinafter referred to as the "customer", to its material and service suppliers. The terms and conditions also apply mutatis mutandis to service orders. The conditions are an integral part of the transactions between the parties, unless the parties have agreed otherwise in writing.

Any deviation from the conditions requires the written consent of the buyer.

Order Placement and Confirmation

Orders from the customer are valid only in writing. The supplier undertakes to deliver the ordered material/service in accordance with all the requirements specified in the order. Special requirements (PZ – special requirements such as QA, QR, SR …) will be attached to the sent order if necessary. The supplier is obliged to review the order and confirm it in writing no later than 3 working days after receiving the order. Any change to the confirmation means that the issued order is no longer valid and is considered a new offer from the supplier, which is only valid if the buyer confirms it in writing. If the supplier does not reject the order in writing within three working days after its receipt, the order is considered to have been confirmed. The supplier must explain any rejection of the order to the buyer in writing. The supplier confirms the orders solely on the basis of the customer's orders; order confirmations for the characteristics of the goods must be in accordance with the offer, contract and/or agreement. The buyer can cancel the order from the supplier until the supplier has started producing the goods or until the supplier has ordered the buyer's goods from his supplier. The cancellation of the order must be reported to the supplier in writing, and the buyer does not bear any costs in this case.

Prices

The prices indicated on the order are binding and deviations are not possible.

Delivery and delivery time

The delivery date on the order is binding. For any deviation from the contractual term, the supplier must receive written approval from the buyer. If the supplier does not have all the necessary information and the necessary technical documentation for delivery, despite the fact that the client has been asked several times (at least 2 times) to submit only these, the deadline for delivery is extended by the time from the supplier's request to the moment when the client provides the supplier with the necessary information.

If the supplier does not fulfill its obligation within the deadline, the buyer shall charge the supplier a penalty in the amount of 1% of the value of the order for each calendar day of delay and all incurred costs and damages that suffered by the buyer himself or his buyer for this reason, regardless of the reason for the delay. In the case of early delivery, the buyer may refuse to accept.

Receipt of goods

The goods must always be accompanied by a delivery note and, for all agreed materials, a mandatory certificate or declaration of conformity must also be included with the order. If other documentation or samples are required, this is indicated on the order.

The supplier must label each delivered quantity by individual units, cartons with a label or packing list, which must contain:

• Name and address of the supplier
• Buyer's name
• The amount
• Name of goods
• Date of manufacture
• Batch/lot number (or another form of traceability)

The supplier is obliged to pack the goods in a way that ensures safe transport and storage. The supplier is liable for damages for any damage caused to the buyer in any way due to ecologically questionable supplied goods or inappropriate packaging. The acceptance of the goods is completed when the buyer signs the acceptance document, on which the date of acceptance, stamp and signature of the acceptor is indicated.

Invoices

Invoicing is done on a case-by-case basis. Attached to each invoice are delivery notes signed by the responsible person of the buyer who took over the goods/services. The invoice must be issued/sent no later than the last day of the month in which the goods/services are delivered.

Payment terms

The buyer pays the invoice within the agreed payment term. The payment term begins after receipt of a properly issued invoice, but no earlier than the first day after the goods have been properly delivered or the service has been performed. The buyer will pay the invoice within the period agreed between the parties, counted from the day the invoice is issued. If the invoice does not comply with the order or the confirmed offer, the customer can reject the invoice.

Payment of the invoice does not mean confirmation that the delivery or service was performed in accordance with the contract. If the goods or services have defects, the buyer is entitled to withhold payment for the invoice that was issued for the payment of the goods or services with defects until they have been eliminated or a final agreement has been reached with the supplier.

Quality of goods and services

The supplier is obliged to deliver the ordered goods in accordance with the order and all attached documentation and in accordance with international, national and internal technical standards. The goods must have normal properties and properties that have been specifically agreed upon by the parties. If the supplier knows for what purpose the customer or customer of the client will use the goods, the goods must also have properties for the known use.

In its business system, the supplier is obliged to establish and maintain the quality level of the ordered goods in accordance with the customer's quality requirements, which he will achieve with effective quality management systems. The supplier undertakes to enable the customer, at his request, to check the operation of the quality management system and environmental management, and to allow access to his premises to a representative of RESEDA and/or a representative of all interested parties. The supplier is obliged to deliver samples of the contract goods to the buyer for confirmation before the start of regular delivery and also at any time upon request. The buyer is obliged to inspect the samples and inform the supplier about the inspection results.

In case of suspicion of delivery of counterfeit parts or materials by the supplier, the company RESEDA informs the supplier and the competent law enforcement authorities. Delivered parts or the materials are kept and stored in the RESEDA company at a location designated for this reason.

Relations and behaviour with suppliers are described in RESEDA's Code of Ethics.

Claims regarding quantity and quality

The buyer undertakes to report the quantity received immediately upon receipt, but no later than within 5 working days after receipt, and inadequate quality immediately upon discovery, but no later than 6 months after receipt, or no later than the use-by date of the goods. For each received complaint, in addition to compensation for any damage, the supplier must also issue an analysis of the cause of the error and corrective measures, usually 30 days after the date of the complaint.

The supplied goods must comply with the order requirements and specifications, drawings and all documents and standards that define the subject of the order. No change or deviation from the order requirements is permitted without written confirmation from the customer. At the buyer's request, the supplier is obliged to provide all documentation regarding the quality of the ordered goods. In the event that the quality of the goods is not specifically specified in the order, the supplier guarantees that he will deliver the goods in a quality that is in accordance with the rules of the profession.

The supplier undertakes to enable the customer, at his request, to check the functioning of the quality management system and environmental management in case of repeated complaints and, if necessary, to assess the quality management system.

Change or discontinuation of the supplier's production

The supplier undertakes to notify the customer of the intended stoppage of production of a certain type of product that it supplies to the customer at least 1 year before the intended stoppage of production.

Competent court

The buyer and the supplier will try to resolve all disputes amicably. If this is not possible, the court in Ptuj has jurisdiction, unless otherwise agreed in the contract.

Environmental protection

Preference is given to suppliers and contractors who have an established and certified ISO 14001 environmental management system, because they demonstrate an appropriate attitude towards the environment.

To the extent that suppliers and service providers/cooperators do not have an established and certified environmental protection system, they must comply with the requirements of the relevant legislation in the field of environmental protection in the Republic of Slovenia.

Health and safety at work

The contractor undertakes to observe the principles of safe work and to use appropriate protective equipment at work.