General Terms and Conditions of Sale of Kovinc d.o.o.
1. General Provisions
1.1 These General Terms and Conditions govern the legal and contractual relationships between KOVINC d.o.o., Lahovče 87, 4207 Cerklje na Gorenjskem, Company ID: 2044366, VAT ID: SI96114568, acting as the seller (hereinafter: the Seller), and legal entities, sole proprietors, or natural persons acting as buyers (hereinafter: the Buyer) of the Seller’s goods and services.
1.2 The General Terms and Conditions apply to all relationships between the Seller and the Buyer (hereinafter jointly also: the Contracting Parties), unless otherwise agreed between the Seller and the Buyer for a specific case. In case of doubt, a special agreement between the Contracting Parties shall only be considered valid if made in writing.
1.3 A condition for the application of these General Terms and Conditions is that the Seller referred to them in the sales contract, offer, or other documents (hereinafter: legal transaction) on the basis of which the transaction was concluded, thereby giving the Buyer the opportunity to become acquainted with them, provided that they are also published on the Seller’s website or handed over to the Buyer upon or prior to the conclusion of the legal transaction.
1.4 The Seller reserves the right to stipulate special conditions for a particular legal transaction, which shall prevail over the General Terms and Conditions in such case. This also applies in the event of inconsistencies between the provisions of a particular legal transaction and the General Terms and Conditions.
1.5 The Seller does not recognize any conditions of the Buyer that conflict with or deviate from these General Terms and Conditions, unless expressly stipulated herein or explicitly confirmed in writing by the Seller.
2. Offers and Orders
2.1 The validity period of the Seller’s offer is limited to ten (10) days, unless otherwise stated in the offer.
2.2 The Buyer’s order must be made in writing and sent to the Seller’s address, to his e-mail address, or according to established business practice. An order may also be placed orally, but only if the Buyer pays the purchase price in full before the shipment of goods. The order must contain the offer number or the Seller’s serial number (if the products are already in production) and a detailed description of the product from the price list. Furthermore, it must specify at least the following: quantity of items, desired delivery deadline, place of delivery, method and deadline of payment, and mandatory information about the Buyer.
2.3 The Buyer’s order is kept at the Seller’s registered office in written or electronic form. Upon request, the Buyer may be granted access to the original or provided with a copy, or a copy of the order may be sent to the Buyer by post, e-mail, or fax.
2.4 Technical documentation, sketches, designs, images, and relevant descriptions delivered to the Buyer during the offer stage or for the order represent the property of the Seller. Such documentation is made available to the Buyer solely for internal use in accordance with the purpose for which it was obtained. The said documentation remains the property of the Seller, and the Buyer must ensure that third parties do not have access to this documentation (neither to the original, nor to a copy, nor in any other form of reproduction). In case of misuse, the Seller reserves the right to claim damages.
3. Conclusion of Contract
3.1 The Seller shall deliver the goods or perform the service in accordance with the legal transaction.
3.2 A legal transaction between the Seller and the Buyer is deemed concluded when the Contracting Parties agree on the essential elements of the transaction, or when the Seller receives a written statement from the Buyer confirming acceptance of the Seller’s offer or ordering the goods or services according to the Seller’s offer.
3.3 If the Buyer orders goods with special characteristics or special services (e.g. non-standard goods or services), such an order shall be deemed received only upon the Seller’s explicit written confirmation of such special order.
3.4 In the case of orders for goods or services where changes to the order are possible during execution or where the final product must be approved by the Buyer (e.g. approval of prepared samples), the legal transaction shall be deemed definitively concluded upon the Buyer’s final confirmation of the changes or samples.
3.5 To secure payment arising from the legal transaction, the Seller may require the Buyer to provide additional security by means of an appropriate financial instrument agreed between the Contracting Parties. In such a case, the legal transaction between the Seller and the Buyer shall be deemed concluded on the day the Buyer fulfills the security requirement and delivers the agreed security to the Seller.
4. Price and Payment Terms
4.1 Prices apply according to the Seller’s price list, unless explicitly agreed otherwise between the Contracting Parties. All prices offered by the Seller are in EUR and do not include VAT.
4.2 The Seller reserves the right to change the prices and terms stated in the price list at any time.
4.3 Unless specifically agreed otherwise between the Contracting Parties, the Seller is entitled to unilaterally adjust prices for all transactions if production costs increase by 4% or more within the last 2 months due to higher prices of raw materials, material, labor, or energy.
4.4 If the legal transaction was concluded by acceptance of an individual offer from the Seller, the price stated in the offer shall apply, unless during the process (from offer to delivery) there are changes in the order by the Buyer or other circumstances of the order affecting the price of goods or services (including, but not limited to: changes in quantity, changes in the Buyer’s technical documentation, changes in type of material, additional quality requirements, etc.).
4.5 The Seller undertakes to notify the Buyer in writing of any change in price before the delivery of goods.
4.6 The Seller shall issue an invoice for the delivery of goods immediately after dispatch of the goods or at the latest within eight (8) days of dispatch.
4.7 The Buyer is obliged to pay the purchase price according to each invoice/proforma invoice, in accordance with the agreed payment terms, to the Seller’s transaction account stated on the invoice/proforma invoice. The payment deadline is considered an essential element of the legal transaction.
4.8 If the payment deadline is not agreed upon in the legal transaction, it shall begin on the day of dispatch of goods for goods sold under EXW parity, or on the day of issuance of the invoice. The date of payment shall be deemed the date on which the payment is credited to the Seller’s transaction account.
4.9 The Contracting Parties agree that the Seller has the right to immediately and unilaterally refuse the sale of goods or performance of services and to suspend all orders and deliveries if the Buyer is in arrears or has not settled overdue obligations to the Seller, regardless of the amount. In such a case, the Buyer bears all costs and consequences, including (but not limited to) any economic loss. The Contracting Parties further agree that the Seller has the right to unilaterally refuse the delivery of goods or performance of services on deferred payment terms if circumstances arise that significantly undermine the Seller’s confidence in the Buyer’s creditworthiness (e.g. substantial deterioration of the Buyer’s financial situation, Buyer’s illiquidity, blockage of any of the Buyer’s bank accounts, initiation of insolvency proceedings against the Buyer), if, in the Seller’s assessment, the Buyer’s credit rating worsens, or if the Buyer fails to provide appropriate security at the Seller’s request.
4.10 In the event of any circumstances described in point 4.9, the Contracting Parties may agree to continue their business relationship on a prepayment basis (advance payment according to proforma invoice), while the Seller reserves the right to set the immediate due date of all the Buyer’s outstanding obligations.
4.11 The Contracting Parties expressly declare and agree that the Seller may offset any obligation towards the Buyer with its claims against the Buyer arising from their mutual business relationship. The Seller undertakes to notify the Buyer in writing of the performed offset by providing a detailed specification of the claims that have been settled through offsetting.
4.12 In the event of late payment, the Buyer is obliged to pay statutory default interest from the date of delay until payment, as well as all costs related to the collection of payment and reminders. For each reminder sent to the Buyer due to late payment, the Seller may charge a reminder fee of EUR 50.00.
4.13 If the Buyer has outstanding debts or is late with payment, the Seller has the right to use the Buyer’s payments to settle the Buyer’s older and unpaid debts, including interest and any collection costs.
4.14 A Buyer from an EU Member State who claims VAT exemption must provide all necessary legal documentation enabling the Seller to meet all statutory and financial (tax) requirements regarding VAT exemption. This particularly applies to proof of intra-EU delivery of goods, VAT ID, or any special tax exemption related to the Buyer.
5. Delivery period
5.1 The Seller shall deliver to the Buyer the agreed quantities and types of goods or perform the service within the agreed period and in accordance with the agreed Incoterms. The delivery period begins either on the conclusion of the legal transaction or on the date of the final modification of the order in cases referred to in point 4.3 of these General Terms and Conditions of Business.
5.2 The Seller reserves the right to change the agreed delivery period in the event of changes to the order by the Buyer or in the event of unforeseen obstacles beyond the Seller’s control, the nature of which significantly affects the fulfilment of obligations. The Seller is obliged to immediately inform the Buyer of the occurrence and cessation of such obstacles. On the basis of such obstacles, of which the Buyer has been informed, the Buyer is not entitled to claim compensation for damages caused by exceeding the delivery period.
5.3 Due to fluctuations in the volume of orders, the delivery period shall be confirmed for each order separately by an order confirmation. The Buyer may submit objections to the order confirmation (price, delivery period) within 3 calendar days. The Buyer shall be deemed to have accepted the order confirmation if no response is given within the agreed 3 calendar days. Changes after an accepted order confirmation (cancellation, product design changes, quantity change, price change, etc.) are not permitted. The Buyer shall bear in full the costs of any change if he decides to amend the order in quantity or content after the expiry of the deadline for order confirmation.
5.4 The Manufacturer reserves the right to reasonably increase the price if the Buyer requests a shorter delivery period than the standard one.
5.5 The agreed delivery period shall not be considered an essential element of the contract within the meaning of Article 104 of the Obligations Code, unless the Parties have agreed otherwise with a special clause (e.g.: “no later than” etc.).
6. Place and method of delivery
6.1 Unless otherwise expressly agreed between the contracting parties, the Seller sells the goods on the basis of EXW (Ex Works) from the Seller’s warehouse at its registered office (INCOTERMS 2024).
6.2 Unless otherwise stipulated by these General Terms and Conditions or agreed between the contracting parties, the provisions of the Incoterms 2024 trade clauses shall apply for the transfer of responsibility for the goods (risk of accidental destruction or damage to the goods and liability for damages), in accordance with the agreed parity.
6.3 If the Buyer does not collect the goods within the delivery period, the Seller shall first send the Buyer a written notice to collect the goods. If, despite an explicit written notice, the Buyer fails to collect the ordered goods within five (5) working days after receiving the notice, the goods shall be deemed collected. In such a case, the Seller is entitled to invoice the ordered goods to the Buyer and also charge any additional costs of storage, processing or disposal of such goods. In the event of a delay in collection, the risk of accidental damage to or destruction of the goods passes to the Buyer on the day the Buyer falls into default.
6.4 In the case of parity under which transport costs are included in the price, the Seller shall only be liable for loss of delivery if the defective goods were refused already on the means of transport and if it was documented that the claim was made before unloading. In the event of a claim for damage during transport, the carrier must sign the report or the note on the delivery document at the time of receipt of the goods, and photographic evidence of the damage to the goods while still on the means of transport must be provided. The Buyer must notify both the carrier and the Seller of damage to or loss of the shipment.
6.5 In the case of parity under which transport or postage costs are included in the price, and the shipment is sent via a parcel delivery service, the Buyer must submit a complaint regarding loss, damage, or other defects of the shipment in accordance with the general terms of the parcel delivery service; otherwise, the complaint will not be considered.
6.6 In cases where installation is required for a particular product, but the goods are delivered without installation, the Seller shall provide assembly instructions with the goods. The Seller shall not be liable for any damage or costs, nor obliged to accept complaints related to product assembly, if the Buyer fails to follow the enclosed instructions.
7. Packaging
7.1 Standard packaging for protection against damage during transport of goods is included in the price of the goods. In the case of special packaging requirements, all costs shall be borne by the Buyer.
7.2 If the goods are packed on pallets, the pallets shall be invoiced to the Buyer. The Buyer may return the pallets to the Seller within five (5) working days from the date of receipt of the goods, and the Seller shall issue a credit note to the Buyer.
7.3 The disposal of packaging after use (from warehouse / construction site / elsewhere) does not represent a cost to the Seller.
8. Complaints and Liability
8.1 The Buyer is obliged to perform a quantity and quality inspection of the goods immediately upon receipt. Any apparent defects must be reported by the Buyer in writing using a complaint report immediately upon receipt, but no later than eight (8) days after shipment of the goods; otherwise, the goods are deemed accepted, and subsequent claims for visible defects are no longer possible. The report used to claim damages occurring during transport must also be signed by the carrier, and all damages must be documented with photographs showing that the damage occurred during transport.
8.2 For goods collected personally at the Seller’s warehouse, quantity complaints are not recognized.
8.3 Hidden defects must be reported by the Buyer immediately upon discovery. The Seller is not liable for defects that appear more than six (6) months after receipt of the goods or services.
8.4 The Seller will consider Buyer complaints only if they are submitted in writing, on time, and justified under the provisions of the Obligations Code. Complaints must always be written, sent to the Seller’s email address, and include a complaint report, a copy of the invoice, and a detailed description of the damage or defect of the product. The Buyer must allow the Seller to inspect the complained goods within at least five (5) working days after receipt of the complaint. The Seller is not obliged to process improperly or incompletely documented complaints.
8.5 The Seller is obliged to respond to a complaint and initiate the complaint resolution process as soon as possible, but no later than five (5) working days after receiving the complaint notification. The complaint must be resolved within a reasonable time, i.e., a period objectively required to carry out the procedures necessary to determine the actual condition and resolve the complaint.
8.6 The Buyer must not return the complained goods to the Seller without prior written consent. The Buyer must retain the goods until the complaint is resolved and handle them with care; otherwise, the Seller has the right to reject the complaint.
8.7 The Seller reserves the right to reject a complaint in the following cases:
- if it is determined that the unusability or damage of the product results from improper or careless handling by the Buyer, mechanical damage, or defects in the case of force majeure;
- if the goods are not returned in their original packaging;
- if the manufacturer warned the Buyer of possible non-compliance with technical requirements prescribed by the Buyer, and the Buyer did not follow the warnings;
- if the goods were incorrectly selected or used in combination with products from other manufacturers;
- if the goods were improperly stored or installed.
8.8 In the case of a justified complaint, the Seller has the option to either remedy the defect or provide a replacement delivery. The Seller shall determine whether the defective goods will be replaced with new goods, the defect rectified on the original goods, or the purchase price reduced, in which case the Seller will issue a credit note.
8.9 The Seller is not liable for any type of damage, direct or indirect, incurred by the Buyer as a result of delays or errors in fulfilling contractual obligations, particularly due to incorrect or inaccurate data, specifications, designs, or any other information provided by the Buyer, except in cases of intentional or grossly negligent conduct by the Seller.
8.10 The Seller is not liable for damage that did not occur directly to the goods, in particular for indirect damages or costs, lost profits, and/or other material or immaterial damages of the Buyer. This limitation of liability does not apply if the damage was caused intentionally or by gross negligence. The exclusion of liability also applies to the Seller’s collaborators, employees, agents, and auxiliary personnel.
8.11 The value of the Buyer’s claim arising from complained goods and/or damage due to defects and/or delays in fulfilling contractual obligations may not exceed the value of the delivered goods.
9. Retention of Title
9.1 The sold goods remain the property of the Seller even after delivery into the possession of the Buyer until the Buyer has paid the full purchase price and all other possible obligations, regardless of their basis.
9.2 In the case of assembly of the Seller’s products onto other products, the Seller retains ownership rights also to the part of these products or to the proportional part of the new product. This also applies if the Buyer processes, modifies, installs, or otherwise changes the identity of the goods.
9.3 The Buyer must properly store and adequately protect goods subject to the Seller’s retention of title against adverse weather conditions, fire, theft, etc.
9.4 If the Buyer sells the goods or other products onto which the goods were assembled in the sense of point 9.2 to any third party, the Buyer assigns to the Seller all claims acquired against such third parties arising from this sale. The Buyer shall immediately notify the Seller of the creation of such claims. The Seller may use the assigned claims to satisfy its claim for payment of the purchase price including interest and costs. Any excess collected must be transferred to the Buyer the following day. If the Buyer has fully paid the purchase price or if other assigned claims remain after partial settlement, the Seller shall immediately reassign them to the Buyer.
9.5 If bankruptcy, liquidation, or compulsory settlement proceedings are initiated against the Buyer, the Seller retains ownership of the goods up to the amount of all unpaid claims of the Seller against the Buyer arising from the delivery of goods or provision of services.
9.6 If payment for delivered goods is secured by financial instruments, the Seller’s ownership rights shall cease only upon the Buyer’s payment or upon successful enforcement of the secured instrument.
9.7 If the Buyer does not comply with mutual agreements, especially in the event of delayed payment, the Seller is entitled to repossess the goods. This does not constitute a withdrawal from the legal transaction unless explicitly declared in writing by the Seller at the time of repossession.
9.8 The retention of title under Chapter 9 applies to all goods sold by the Seller, regardless of whether the retention of title is stated on the issued invoice for the delivered goods.
10. Warranty
10.1 If the Seller provides a warranty for the functioning of the product, the conditions for making claims are those stated in the warranty certificate or on the invoice.
10.2 The warranty does not apply to products damaged during transport, due to unprofessional assembly, or use under conditions that are abnormal with respect to the information from the Buyer’s inquiry or order, or in case of non-compliance with the Seller’s instructions for use and maintenance.
10.3 In case of delay in taking delivery of the goods due to the Buyer’s fault, the warranty period starts on the day the Buyer is in default.
11. Force Majeure
11.1 The Seller is not obliged to perform services or deliver contractual quantities and types of goods to the Buyer, nor to meet the delivery date, in the event of force majeure. The Seller is also exempt from liability for damage caused by force majeure. Force majeure refers to circumstances arising from a cause beyond the nature of the matter, whose effect could not have been anticipated, prevented, or avoided (unpredictable and uncontrollable external events).
11.2 The Seller must notify the Buyer in writing of the inability to fulfill the legal transaction due to force majeure.
11.3 During the duration of force majeure, the contractual obligations of the parties are suspended, except for the obligation to pay for already delivered goods or already performed services.
11.4 If force majeure lasts longer than one (1) month, the parties shall agree on the further fate of the legal transaction. If the parties cannot reach an agreement, each party has the right to unilaterally terminate the legal transaction by written notice to the other party.
12. Withdrawal from the Legal Transaction
12.1 The Seller may withdraw from the legal transaction without notice period in the following cases:
a) if the Buyer does not fulfill / fails to fulfill the obligations assumed under the legal transaction or breaches them and does not remedy the breach even within an additional period after a prior reminder from the Seller;
b) if the Buyer does not make payments in accordance with the deadlines and method specified in the legal transaction or accepted offer, even after a reminder from the Seller;
c) if the Buyer does not provide adequate payment security or additional payment security or a corrected payment method at the Seller’s request;
d) if bankruptcy or liquidation proceedings, a compulsory settlement, or company termination proceedings under accelerated procedure are initiated against the Buyer;
e) if the Buyer becomes insolvent in the Seller’s assessment, even if insolvency has not been declared by a court decision, or if there are other reasons from which the Seller can reasonably conclude that the Buyer will not be able to fulfill their obligations;
f) if the Buyer ceases business operations;
g) if a court enforcement order for payment of debt has been issued against the Buyer and their accounts are blocked for more than three (3) days as a result;
h) if, in the Seller’s assessment, there is such a negative development in the Buyer’s economic, legal, or personnel situation, or other circumstances occur, that would place or could place the Seller in a substantially worse position, or that would significantly undermine the Seller’s trust in the Buyer and/or their ability to fulfill obligations, or that could in any way endanger, complicate, or prevent fulfillment of the Buyer’s obligations;
i) in the event of a change of control of the Buyer;
j) if the circumstances of the transaction have changed to such an extent that the original purpose for which the legal transaction was concluded can no longer be achieved;
k) in other cases specified in these General Terms and Conditions or in the mutual contract or in other cases stated in the Seller’s offer.
12.2 In the event of withdrawal from the legal transaction by the Seller, the Buyer is obliged to pay the Seller all due and unpaid obligations, for all goods delivered and services performed up to that point, and in the cases referred to in points a), b), c), d), e), f), g), and h) of section 12.1, to reimburse all costs and damages incurred by the Seller due to the cancellation.
12.3 The Buyer may withdraw from the legal transaction in the following cases:
a) if the Seller becomes unable to perform;
b) if the performance of the subject of the legal transaction is delayed due to force majeure and the contractual parties cannot agree on the further course of the legal transaction in accordance with section 11.4;
c) if the Buyer intends to discontinue the sale of the Seller’s products, which the Seller manufactures as non-standard products specifically for the Buyer over a longer period, provided that the Buyer settles all outstanding obligations and obligations to the Seller that are not yet due, and purchases all parts produced according to all types of Buyer orders (including framework orders or forecasts).
12.4 The statement of cancellation or withdrawal must be submitted by registered mail and shall take effect on the date of delivery to the other contracting party, or, in case of impossibility of delivery, on the date of the first unsuccessful delivery attempt of the registered mail.
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 shall remain in force, unless the legal transaction or the general terms and conditions provide otherwise. This provision does not affect any other rights that a contracting party may have under applicable law.
13. Protection of Business Secrets and Personal Data
13.1 The contracting parties are obliged to protect the business secrets of the other party, which they become aware of in connection with the fulfillment of their obligations arising from the business relationship in accordance with these General Terms and Conditions, and must not disclose such business secrets to unauthorized third parties.
13.2 Business secrets include all documents and data related to the legal transaction as well as all business relationships arising from it. In addition to the data defined by the general acts of both contracting parties, business secrets also include any information that would obviously cause substantial damage if disclosed to unauthorized parties.
13.3 The contracting parties expressly undertake to instruct employees who have access to the contents of this relationship and participate in its execution within their position about the confidentiality of all documents and data.
13.4 The Buyer declares that its area of personal data protection is regulated in accordance with applicable law. The Seller undertakes to protect all personal data, which will be used exclusively for the purpose of selling goods (order control, delivery of goods, etc.).
13.5 The obligation to protect business secrets and personal data does not cease 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 business secrets and personal data, the contracting party shall be liable for any damage caused to the other contracting party and undertakes to compensate the other contracting party for all resulting damage.
14. Validity of the General Terms and Conditions
14.1 The General Terms and Conditions are valid for an indefinite period or until new or amended General Terms and Conditions come into effect.
14.2 The Seller 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 Seller shall inform the Buyer of the intended amendment of these Terms and Conditions or the introduction of new General Terms and Conditions by posting on the Seller’s website https://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 the announced or published entry into force of new or amended General Terms and Conditions, the Buyer may terminate an existing legal transaction by submitting a written notice of termination prior to 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 Seller and the Buyer are bound only by the obligations specified in these General Terms and Conditions or those agreed in writing between them, and by the provisions of the Obligations Code, other laws, and regulations that are of a mandatory nature.
15.2 Each contractual party is obliged to immediately notify the other party in writing of any changes to company headquarters data or any other relevant information.
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 relations arising from all legal transactions derived from them. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
15.4 The contractual parties shall amicably resolve disputes arising from their mutual legal transactions; if unsuccessful, the dispute shall be brought before the materially competent court in Ljubljana.
15.5 These General Terms and Conditions may be drawn up in multiple languages. In case of ambiguity or inconsistency, the Slovenian language shall prevail.
15.6 These General Terms and Conditions are published on the Seller’s website https://www.kovinc.com/ and are valid from 01.09.2025.
In Lahovče, 26.08.2025
Director of Kovinc d.o.o.
Damjan Žvelc