General Terms and Conditions of Purchase of Kovinc d.o.o.
1. General Provisions
1.1 These General Terms and Conditions of Business of KOVINC d.o.o., Lahovče 87, 4207 Cerklje na Gorenjskem, Company ID: 2044366, VAT ID: SI96114568, apply to all legal and contractual relationships between the purchaser and its suppliers, subcontractors, or vendors (hereinafter: supplier) for the purchase of materials, products, semi-finished products, equipment, or for the ordering of services (hereinafter: goods or services), unless the purchaser and the supplier (hereinafter also: contracting parties) agree otherwise in a specific case. In case of doubt, only agreements concluded in writing are considered special agreements between the contracting parties.
1.2 The condition for the application of these General Terms and Conditions is that the purchaser refers to them in the purchase agreement, order, or other documents (hereinafter: legal transaction) on the basis of which the legal transaction was concluded, thereby giving the supplier the opportunity to become familiar with them, provided that they are also published on the purchaser’s website or handed over to the supplier at the conclusion of the legal transaction or before.
1.3 The purchaser reserves the right to specify special conditions in individual legal transactions, which shall take precedence over these General Terms and Conditions in the case of such transactions. This also applies in the event of a conflict between the provisions of an individual legal transaction and these General Terms and Conditions.
1.4 These General Terms and Conditions take precedence over any general and special terms of the supplier or exclude them. The general and special terms of the supplier bind the purchaser only in the case of an explicit written agreement.
2. Conclusion and Amendment of the Legal Transaction
2.1 The supplier must deliver the goods or perform the services in accordance with the legal transaction.
2.2 The legal transaction between the purchaser and the supplier is considered concluded when the contracting parties agree on the essential components of the transaction, or when the purchaser receives a written statement from the supplier accepting the order.
2.3 Any amendments to the legal transaction must be in writing. Any oral agreements deviating from these General Terms and Conditions shall not be valid unless confirmed in writing.
3. Order
3.1 The purchaser is obliged to define each order clearly and unambiguously, including all necessary information regarding quality, quantity, price, delivery date of the goods or services, schedule, labeling, and any special conditions of the legal transaction.
3.2 The purchaser must provide the supplier with the appropriate technical documentation in a timely manner, if necessary for the execution of the ordered services or the delivery of specific goods.
3.3 Any rejection or partial rejection of the order must be communicated by the supplier to the purchaser in writing, with justification, no later than three (3) working days after receipt of the order.
4. Delivery of Goods or Services
4.1 The supplier must deliver the goods or perform the services in accordance with the legal transaction and the schedule (the schedule is the purchaser’s plan, which includes deadlines for the execution of individual tasks or delivery of goods and required interim quality checks) or the delivery date of the goods or performance of services specified in the legal transaction. The purchaser reserves the right to modify the schedule, and must inform the goods supplier immediately and the subcontractor for services at least five (5) working days before the start of the subcontractor’s work.
4.2 The supplier undertakes to inform the purchaser in writing and in a timely manner of any circumstances that may affect or affect the proper and timely fulfillment of its obligations under the legal transaction.
4.3 The supplier is obliged to verify, prior to the delivery of goods or performance of services, whether the goods comply with the technical documentation and the order. The supplier must not make any changes to the delivery of goods or the performance of services without the purchaser’s written consent.
4.4 In case of exceeding the delivery deadline/delay, the purchaser may withdraw from the contract in whole or in part and/or claim compensation for actual and indirect damages. In the event of delays by the supplier, the purchaser is also entitled to charge a contractual penalty of 0.5% of the total order value for each calendar day of delay, but not exceeding 10% of the total order value.
4.5 The purchaser has the right to monitor the execution of orders at any time, and the supplier must enable this. If the supplier delays deliveries that are intended for combined shipment with other orders to reduce transport costs, the increased transport costs due to separate deliveries shall be borne by the supplier.
5. Quality Control
5.1 The supplier, who manufactures individual semi-finished products or products for the purchaser, must allow the purchaser to carry out interim and final quality inspections at any time.
5.2 If necessary to ensure compliance with contractual deadlines, required quality levels, and cost control, the purchaser may, upon conclusion of the legal transaction, require the supplier to submit a quality assurance procedure before commencing work, defining all processes affecting the quality of the performed work as well as interim and final inspections.
6. Packaging of Goods
6.1 Packaging must be environmentally safe in accordance with standards and applicable law. Otherwise, the purchaser reserves the right to return the shipment/goods at the supplier’s expense or to remove/destroy it entirely at the supplier’s expense. Any changes to the agreed packaging require the purchaser’s written consent.
6.2 Packaging must be appropriate for the type and method of transport to prevent damage or loss of functional value during transport. The supplier is responsible for any damage or loss of goods due to insufficient or improper packaging.
6.3 Each packaging unit must display the appropriate information from the order. Each shipment must include a delivery note and other documents as per the order (technical instructions, quality certificates, a-tests, etc.).
6.4 The supplier shall, at its own expense, remove all packaging and environmentally hazardous waste resulting either from the use of hazardous substances or environmentally problematic packaging. If not done, the purchaser is entitled to reimbursement of actual disposal costs.
6.5 The purchaser must return all reusable packaging to the supplier; otherwise, the supplier is entitled to charge the purchaser for it.
7. Warranty and Liability
7.1 The supplier guarantees the quantity, quality, and performance of the ordered goods or services.
7.2 The supplier is obliged, at the purchaser’s request and at its own expense, to provide all a-test documentation on the quality of the materials used (certificates of material compliance) in the production of semi-finished products or goods, documentation of performed work, and any other documentation required by the purchaser relating to the quality and performance of the ordered goods or services.
7.3 The subcontractor undertakes to comply with the environmental management system according to ISO 14001 and other requirements defined in the purchaser’s system instructions provided to them. If additional training or instruction of the supplier is required, this will be conducted based on prior agreement. The supplier is obliged to act in accordance with these provisions and ensure that its employees are trained accordingly.
7.4 Failure by the supplier to meet the requirements of clause 7.3 affects the supplier’s rating as the purchaser’s contractual partner and may be grounds for termination of the legal transaction. The supplier must reimburse the purchaser for all costs and damages arising from such termination.
7.5 The supplier undertakes, upon receipt of a written request from the purchaser, including a complaint report, to resolve all potential claims arising from delivered goods or services (warranty claims). All claims will be handled by the supplier in accordance with applicable law, including all statutory deadlines. The supplier undertakes to inform the purchaser in writing and in a timely manner of all relevant information related to resolving such claims. The purchaser reserves the right, in case of supplier inactivity or in urgent situations, to correct identified deficiencies itself or with the help of a third party, with all related costs borne entirely by the supplier.
7.6 In the case of a justified complaint, the purchaser is entitled to reimbursement of all costs and damages incurred as a result of resolving the claim. This clause also applies if the purchaser is required by a competent authority to compensate damage, pay imposed fines, fees, or otherwise fulfill obligations imposed by such authority.
7.7 The supplier is liable for damage caused to its employees, the purchaser, and/or third parties resulting from its work and that of its subcontractors, as well as from its obligations under the legal transaction.
7.8 The supplier must ensure the safe execution of contracted work in accordance with the provisions of the Occupational Health and Safety Act.
7.9 The goods supplied by the supplier must comply with all applicable EU safety regulations, for which the supplier guarantees and assumes full responsibility.
7.10 The supplier must provide a statement of preferential origin of the goods upon delivery or performance of the service if requested by the purchaser at the time of order or conclusion of the legal transaction.
7.11 Each warranty procedure will be charged to the purchaser at a minimum of €200. In the event of exceeding the confirmed delivery date, the supplier will pay the purchaser a contractual penalty of 8% of the order value for each day of delay. If damages incurred by the purchaser due to the delay exceed the contractual penalty, the purchaser may claim the difference up to full compensation.
8. Warranty
8.1 Unless otherwise specified in the legal transaction, the supplier is bound by the statutory warranty periods or longer warranty periods provided by the supplier. If so agreed in the legal transaction, the supplier is bound by the warranty period that the purchaser provides to the end customer.
8.2 The supplier is obliged, at its own expense, to remedy all defects that appear during the warranty period. In the event of defects within the warranty period, the purchaser will issue a complaint report and submit it to the supplier. The supplier must, upon the purchaser’s first request, begin remedying the defects and correct them within a reasonable period set by the purchaser.
9. Price and Payment Terms
9.1 The price is agreed upon in the individual legal transaction and includes all costs under DAP warehouse at the purchaser’s premises (Incoterms 2024), unless otherwise agreed for the specific transaction. Upon arrival of the goods at the warehouse, ownership transfers to the purchaser.
9.2 Payment shall be made in accordance with the terms specified in the individual legal transaction.
9.3 Without the purchaser’s prior written consent, the supplier may not assign, pledge, sell, or otherwise dispose of any present or future claims against the purchaser.
10. Assignment of Legal Transaction or Rights
10.1 The supplier may transfer or assign the legal transaction and/or any rights, including claims and obligations under the legal transaction or related documents, to a third party only with the purchaser’s prior written consent.
11. Force Majeure
11.1 The supplier is entitled to an extension of delivery deadlines for goods or services in the event of circumstances constituting force majeure. Force majeure means extraordinary, insurmountable, and unforeseeable circumstances that could not have been anticipated, avoided, or averted, occur after the conclusion of the legal transaction, and are beyond the control or sphere of the contracting parties.
11.2 The supplier must, to the extent reasonably possible, deliver goods or services to the purchaser under unforeseeable circumstances caused by force majeure. The contracting parties must immediately notify each other and agree on further performance of the legal transaction if force majeure occurs. If a contracting party becomes unable to perform due to a force majeure event and fails to inform the other party, it loses the right to invoke force majeure as justification, excuse, or basis for asserting any rights arising from the event.
12. Withdrawal from the Legal Transaction
12.1 The supplier may withdraw from an order only on the basis of the purchaser’s prior written permission. If the supplier withdraws from the contract before or during the performance of the ordered services or delivery of goods, it must pay the purchaser the price difference arising from engaging a new supplier, as well as all resulting damages and lost profits.
12.2 The purchaser may withdraw from the legal transaction without notice in the following cases:
a) if the supplier fails to fulfill or breaches its obligations under the legal transaction and does not remedy the breach within an additional period after prior warning by the purchaser;
b) if the supplier becomes unable to fulfill its obligations, withdraws from the legal transaction, does not commence performance of services or delivery of goods within the agreed period, or interrupts or stops the performance of ordered services or delivery of goods without prior written consent of the purchaser;
c) if the supplier does not perform the ordered services or deliver goods in accordance with the legal transaction or clearly neglects its obligations and does not follow the purchaser’s instructions, or performs work in a manner that could cause direct or indirect damage to the purchaser;
d) if the contractual penalty amount exceeds the maximum amount specified in the general terms and conditions or otherwise defined in the legal transaction;
e) if the supplier performs incorrectly more than twice;
f) if bankruptcy, liquidation, compulsory settlement, or accelerated termination proceedings are initiated against the supplier;
g) if the supplier becomes insolvent in the purchaser’s assessment, even if not legally determined, or if there are other reasons for the purchaser to reasonably conclude that the supplier will not be able to fulfill its obligations;
h) if the supplier ceases operations;
i) if a court enforcement order for debt payment is issued against the supplier and its accounts are blocked for more than three (3) days;
j) if, in the purchaser’s assessment, there is a negative development in the supplier’s economic, legal, or personnel situation, or other circumstances arise that could put the purchaser in a substantially disadvantageous position, severely undermine trust in the supplier, or endanger, hinder, or prevent the supplier’s ability to fulfill its obligations;
k) in the event of a change of control at the supplier;
l) if circumstances of the transaction have changed so significantly that it is no longer possible to achieve the original purpose of the legal transaction;
m) in other cases specified in these general terms and conditions, the mutual contract, or other cases arising from the legal transaction.
12.3 In the event of withdrawal by the purchaser, the supplier must reimburse the purchaser for all costs and damages arising from the withdrawal in the cases specified in points a), b), c), d), e), f), g), h), i), and j).
12.4 The declaration of termination or withdrawal must be submitted in writing to the email address info@kovinc.si and becomes effective on the day of sending to the other contracting party.
12.5 In the event of termination of the legal transaction for any reason, all rights and obligations of the contracting parties acquired or arising during its validity remain in force unless the legal transaction or general terms and conditions specify otherwise. This provision does not affect any other rights the contracting party may have under applicable law.
13. Protection of Trade Secrets and Personal Data
13.1 The contracting parties are obliged to protect the trade secrets of the other contracting party that they become acquainted with in connection with fulfilling their obligations arising from the business relationship under these general terms and conditions and must not disclose such trade secrets to unauthorized third parties.
13.2 Trade secrets include all documents and data related to the legal transaction and all business relationships arising from it. In addition to data defined in the general acts of both contracting parties, any information that could clearly cause significant harm if disclosed to unauthorized parties also constitutes a trade secret.
13.3 The contracting parties expressly undertake to instruct employees who have access to the content of this relationship and participate in its execution within their position about the confidentiality of all documents and data.
13.4 The supplier declares that its personal data protection practices comply with applicable law. The purchaser undertakes to protect all personal data, which will be used exclusively for the purpose of purchasing goods or ordering services.
13.5 The obligation to protect trade secrets and personal data continues even after the termination of the business relationship between the contracting parties.
13.6 In the event of a breach of the obligation to protect trade secrets and personal data, the contracting party guarantees compensation for damages caused to the other contracting party and undertakes to reimburse all resulting damages.
14. Validity of the General Terms and Conditions
14.1 The general terms and conditions shall apply for an indefinite period or until new or amended general terms and conditions come into effect.
14.2 The purchaser reserves the right to amend the provisions of these general terms and conditions.
14.3 If any individual provision of these general terms and conditions becomes or is found to be partially or entirely invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these general terms and conditions.
14.4 The purchaser shall notify the supplier of any intended changes to these general terms and conditions or the implementation of new general terms and conditions by publishing them on the purchaser’s website http://www.kovinc.com/ at least fourteen (14) days prior to the planned effective date of the amended or new general terms and conditions.
14.5 Upon announcement or publication of the implementation of new or amended general terms and conditions, the supplier may terminate a valid legal transaction by submitting a written declaration of termination before the planned effective date of the new or amended general terms and conditions, with a notice period of ninety (90) days.
15. Final Provisions
15.1 The purchaser and the supplier are bound only by the obligations stated in these general terms and conditions or agreed between them in writing, as well as by the provisions of the Obligations Code, other laws, and regulations that are of a mandatory nature.
15.2 Each contracting party must immediately notify the other contracting party in writing of any changes to company information, including registered office or other relevant data.
15.3 Slovenian law shall govern the interpretation and assessment of all provisions of these general terms and conditions, as well as the regulation of relationships arising from all legal transactions based on them. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
15.4 The contracting parties shall endeavor to resolve disputes arising from their legal transaction amicably; if unsuccessful, disputes shall be submitted to the competent court in Kranj.
15.5 These general terms and conditions may be written in multiple languages. In case of ambiguity or inconsistency, the Slovenian version shall prevail.
15.6 These general terms and conditions are published on the purchaser’s website http://www.kovinc.com/ and are valid as of 1 September 2025.
In Lahovče, 26 August 2025
Director of Kovinc d.o.o.
Damjan Žvelc