GENERAL: The following General Terms and Conditions shall apply to all offers and any sale or supply of goods or services by the Seller. Deviation from these terms and conditions is only valid if confirmed in writing by the Seller. Verbal agreements are only valid if they have been confirmed in writing by the Seller. Correspondence, email and other recordable media are considered written confirmation. A confirmed agreement to deviate from a point in the Seller's General Terms and Conditions of Sale shall not affect the validity of the remaining provisions of these conditions. The Buyer accepts these General Terms and Conditions at the time of the offer or order confirmation or, at the latest, at the time of delivery or invoicing, unless otherwise specified in the offer, order confirmation or contract. The provisions of the Buyer's General Terms and Conditions shall in no event be binding on the Seller, even if the Seller has not expressly rejected them.

The Seller shall always be entitled to correct any evident errors (in typing or calculation) in sales documents.

OFFERS, ORDERS: Offers made by the Seller are always non-binding on the Seller. The Buyer's order shall be binding on the Seller upon the Seller's written confirmation. The Seller is not obliged to confirm the order if the insurer does not insure the Seller's claims against the Buyer. The issued pro-forma invoice shall be deemed as a confirmation of the order. The Seller's obligations in this case shall commence on the date of payment of the pro-forma invoice amount. Sketches, technical drawings and other appendices or documents attached to the offer shall be binding on the Seller only if expressly provided for in the order. These appendices or documents may only be used for the Buyer's personal use and may not be reproduced or made available to third parties without the Seller's written permission. The Buyer shall specify to the Seller the quantity and type of the goods by written order, which shall include, in addition to the exact specification of the goods, the exact address of the place of delivery of the goods, the consignee of the goods, the delivery dates and other information relevant for the proper and timely performance of the contractual obligations by the Seller. The Buyer may cancel or modify the order only with the prior written consent of the Seller. If the Buyer therefore cancels or modifies the order, the Buyer must reimburse the Seller for all costs incurred in connection with the order up to the date of cancellation or modification, as well as for any damages caused by the Buyer's conduct. The Buyer shall also be liable to the Seller for damages due to the failure to provide a full or in case of providing an incorrect delivery address or other inaccurate information in the order.

In the event of a recall order, the Buyer is obliged to recall the goods within the time limit specified in the order. Otherwise, the Seller may, at its discretion, fix a delivery date or even waive the obligation to deliver the remaining goods. In this case, the payment period starts from the date of dispatch of the goods.

If the order does not exceed a total quantity of 3,000kg, the Seller shall charge the Buyer a transport charge of EUR 50.00 regardless of parity (except EXW). For orders that do not reach a total net value of EUR 200 in the current month, the Seller shall charge the Buyer a handling fee of EUR 15.00.

The Seller shall have the right to withdraw from carrying out an already confirmed order if the Buyer defaults on previous deliveries or if the Seller considers that circumstances have arisen which significantly impair the Buyer's ability to pay, of which the Seller shall inform the Buyer, without any right of the Buyer to claim damages against the Seller.

In the case of a more complex enquiry, and always at the Buyer's request, the Seller will make a written offer within a time limit to be agreed upon with the Buyer.

PRICES: In their offers or pro-forma invoices, the Seller shall take into account the prices set out in the price lists currently in force. All prices are EXW warehouse of the Seller, unless otherwise stated in the offer. In all cases, the latest edition of INCOTERMS shall be used for offers, order confirmations and invoices, and for determining the passage of hazards. If, after confirmation of the order, the cost of production of the goods ordered increases significantly due to changed economic conditions, the Seller reserves the right to increase prices proportionately.

DELIVERY PERIOD: The delivery period shall commence upon the clarification of any ambiguities relating to the order, i.e. upon confirmation of the order by the Seller and/or from the date of receipt of the required payments following confirmation of the order. The delivery period or the date of delivery shall be deemed to be the date on which the goods are dispatched from the Seller's warehouse or the date on which the Buyer is notified that the goods are ready for collection. The Seller reserves the right to carry out partial deliveries. The confirmed delivery period may be extended in the event of a subsequent change to the Buyer's order (quantity, technical specification of the goods, etc.) and in cases beyond the Seller's control, i.e. in cases of force majeure. The extension of the delivery time in such cases shall be equal to the duration of the force majeure plus the time required to restart production at the Seller's supplier. In the event of a delay in the delivery date, the Buyer may set a new reasonable delivery date within which the Seller must deliver the goods.

DISPATCH OF GOODS AND PASSING OF RISK: For the interpretation of the delivery condition or the dispatch of the goods, the most recent edition of INCOTERMS in force shall always apply. Unless otherwise agreed in writing, the Seller shall sell the goods to the Buyer EXW warehouse of the Seller Štore or EXW warehouse of the Seller Ljubljana. The type and quantity of the goods shall be determined jointly by the Buyer and the Seller's agent at the loading bay. The risk of destruction or deterioration of the goods passes to the Buyer at the moment of handing over the goods to the carrier, freight forwarder or the Buyer in person. The Seller shall give possession of the goods to the Buyer at the time the Seller gives possession of the goods to the carrier or freight forwarder. Goods ready for personal collection must be collected by the Buyer within two working days. Otherwise, the Seller may send or store them at the Buyer's expense and risk. Five days after storage, the risk of loss or damage to the goods is transferred to the Buyer. If the Buyer fails to take delivery of the goods within the agreed time, the Buyer shall also bear all storage and other costs and any damages suffered by the Seller as a result of the delay in taking delivery of the goods. Any technical acceptance of the goods (i.e. the procedure and the place and time of technical acceptance) must be agreed before the expiry of the delivery period. The costs of technical acceptance are borne by the Buyer. In the event that the Buyer fails to perform technical acceptance of the goods as agreed, the Seller may send or store the goods at the Buyer's expense and risk. The Seller charges the Buyer for the full value of the packaging, in the same way as the manufacturer charges the Seller.

The Buyer undertakes to provide a suitable means or working machine for unloading the delivered goods, which must be unloaded immediately upon delivery. The Buyer is obliged to return all returnable packaging to the Seller immediately or upon the next delivery of the goods, unless otherwise agreed in writing with the Seller.

If the customer of the transport of goods is a buyer, his agreement with the carrier must contain a clause that the payment of demurrage (compensation for extended stay) is excluded in any case. If the buyer does not conclude such an agreement with the carrier and the reason for the payment of the demurrage is on the buyer's side (due to delayed loading or unloading) and the carrier demands the payment of the demurrage from the seller as the sender of the goods, the buyer is obliged to reimburse such freight costs to the seller.

PAYMENT: The Seller's claim against the Buyer for the goods sold is established at the time the goods are dispatched from the Seller, regardless of whether the Seller or the Buyer is responsible for dispatching the goods. The due date for payment of the purchase price is the invoice date plus non-interest bearing days. Unless otherwise agreed and confirmed in writing by the Seller, the Buyer shall pay for the goods ordered in advance. In the event of default by the Buyer, the Seller shall be entitled to charge statutory default interest for each day of delay. If the Seller agrees that the Buyer will not settle the purchase price by prepayment (advance payment), the Buyer shall pay in one of the following methods, unless the Seller expressly rejects any of the above methods of payment in a particular case: by transfer to the Seller's bank account, set-off, chain compensation, assignment, cession, assumption of the debt, or by any other method agreed in writing.

The Buyer undertakes to specify the payment it has made by first paying those invoices and interest which have the earliest due date. Otherwise, the Buyer shall be deemed to have agreed that the Seller shall first repay with the payment received those invoices or interest which have the earliest due date.

In the event of a complaint or claim by the Buyer regarding the quantity or quality of the goods, the payment period shall not be automatically extended. The payment period is extended only after the Seller has acknowledged the complaint. The Seller reserves the right to modify the delivery and payment terms already confirmed for the goods currently ordered, or even to withdraw from the contract, for breach of payment terms for goods already delivered. The Buyer shall not be entitled to withhold payments or to raise counterclaims unless they are recognised by the Seller or have been finally established. If the Buyer defaults or becomes aware of a significant decline in its solvency and financial situation, or if it is unable to provide sufficient security or guarantee for the payment of claims, all existing claims shall become immediately due and payable. In this case, the Seller is entitled to the return of the goods that have not been paid for by the Buyer. The Buyer has no right to possession of the goods and the Seller takes possession of them from such buyer. The cost of collecting payment or any costs of seizure shall be borne by the Buyer.

PAYMENT PROTECTION INSURANCE: The Buyer undertakes to secure its liabilities to the Seller by delivering a guaranteed blank bill of exchange with a bill of exchange statement or a bill of execution or by any other security (surety bond, bank guarantee, letter of credit, mortgage or other lien, etc.), depending on the scope of the business and the amount of the liabilities to the Seller at the time of ordering the goods, or to further secure its liabilities to the Seller at a later date at the request of the Seller.

RETENTION OF TITLE: The Seller shall retain title to the goods delivered until settlement or until the Buyer's obligations in respect of the goods delivered have been fulfilled in full, including the payment of any costs of notices and interest for late payment. In the event of non-payment, the Seller may require from the Buyer to return the goods delivered or handed over and to reimburse the Seller for any costs and damages. If the Buyer resells the goods before the expiry of the payment period, they are obliged to inform the Buyer of the Seller's retention of title clause. If the Buyer resells the goods to its Buyer before the payment period has expired, the Buyer shall, in the event of non-compliance with the payment period, surrender these receivables to the Seller at the Seller's request, to the extent of the Seller's selling price for the goods. In the event of any repossession or similar claims to the goods in which the Seller's products are featured by a third party, the Buyer shall immediately inform the third party of the retention of title clause. The Buyer shall co-operate in all measures to protect the Seller's property or title to the Seller's goods until all of the Buyer's obligations have been fulfilled.

If the Buyer has processed or sold the goods for which the purchase price has not been paid or has not been paid in full, the Seller may, as compensation for the non-payment, select other equivalent goods of his choice at the Buyer's warehouse, factory, shop or elsewhere, to the extent of the unpaid purchase price and the costs incurred by him in doing so. In such case, the Buyer waives any claim against the Seller for disturbance of possession or any claim for restitution of possession of the goods taken.

WARRANTIES AND CLAIMS: The Seller warrants that the goods delivered by him to the Buyer are free from material defects. The Seller warrants the quality of the Goods to the Buyer to the same extent as the Seller's Supplier. The Buyer must inspect the goods on receipt. If it finds any material defect, it must immediately make a complaint. The Seller will only accept claims for obvious defects if they are justified and if the Buyer immediately informs the Seller by means of a report (countersigned by the carrier), otherwise the Buyer forfeits the right arising thereof. The complaint record must contain the following information: the date and place of receipt of the goods, the date and place of discovery of the defect in the goods, the number and title of the document accompanying the goods under complaint, a precise description of the defect, the condition of the packaging (if damaged, a description of the damage), the details of the members of the committee and the person drawing up the complaint record and their signatures, the details of the carrier and the carrier's signature in the case of defects discovered during the quantitative inspection of the goods.

The Buyer must attach to the complaint report a copy of the covering letter (delivery note, etc.), photographs of the goods under complaint and a photograph of the manufacturer's label on the claimed goods, when it concerns the entire packaging unit, and if it is a quantity smaller than the entire packaging unit a photograph of the label on the goods under complaint.

When checking the weight, the quantities actually delivered may deviate from the quantities ordered by ±5%. In the case of personal collection, the Buyer shall not be entitled to subsequently issue a complaint on the quantity of the received goods.

Complaints of latent defects shall be settled in accordance with the provisions of the Code of Obligations and the Buyer shall inform the Seller in the same manner and within the same time as above. The Seller shall not be liable for latent defects which become apparent after six months have elapsed from the date of acceptance of the goods. The Buyer must retain, dispose of and store the goods under complaint as a good steward until the complaint is resolved or the Seller's order to resolve the complaint has been issued, otherwise the Buyer shall be liable for the damages and costs incurred. In the event of a request by the Seller, the Buyer must immediately return the goods or individual items to the Seller in order to establish the validity of the complaint. Otherwise, the Buyer loses the right to make a complaint or claim. If the claim under the guarantee for defects is justified, the Seller will replace the goods under complaint immediately or at the latest within the same time limit as the delivery of the goods under complaint. Any replacement costs are the responsibility of the Seller. Further claims by the Buyer, in particular claims for compensation for damage not caused to the goods which are the subject of the delivery, are excluded, unless it is proved that the Seller caused the damage intentionally or with gross negligence. The Seller shall only be liable for material defects if it can be proved that the Seller acted intentionally or with gross negligence. The Seller shall not be liable for any damage arising from the following causes: mishandling of the goods or failure to follow the instructions for use, incorrect installation or commissioning by the Buyer or by unauthorised third parties, damage arising as a result of continued use even though a defect has occurred. The guarantee for defects is excluded if an unauthorised person has attempted to rectify the defect. The Buyer has the right to rectify the defect himself or with the help of third parties only in urgent cases, i.e. if the safety of persons or things is at risk or if the Seller is in delay in rectifying the complaint. In the case of prior technical acceptance of the goods, the Buyer shall not be entitled to make a subsequent complaint, except in the case of a latent defect. Items or parts of items that are subject to rapid wear or damage and products that have not been maintained in accordance with the applicable instructions of the Seller are excluded from warranty and guarantee.

In transit operations, where the Buyer requires the goods to be supplied by a specific supplier (manufacturer), the Buyer assumes responsibility for quality.

It is expressly agreed that the Buyer shall not be entitled to claim any consequential damages or loss of profit in respect of the claim.

LIABILITY FOR DAMAGES: The Seller shall not be liable for any damages suffered by the Buyer as a result of its delay in fulfilling its obligations under the Contract, in particular as a result of incorrect or inaccurate data, specifications, designs or any other information provided by the Buyer, and shall be entitled to claim reimbursement of any costs, losses or damages. The Seller shall not be liable for damages not directly caused to the goods, in particular for lost profits and/or other pecuniary and non-pecuniary damages suffered by the Buyer. This limitation of liability is waived if the damage is caused intentionally or through gross negligence. To the extent that liability is excluded or limited, this shall also apply to the Seller's associates, employees, agents and fulfilment assistants. Unless otherwise stated in these General Terms and Conditions of Sale, and insofar as the Seller is liable for damages, the Seller shall be liable for damages in the event of proven breach of contract or proven breach of other written agreements, and only in the event of damage within the warranty period of the Product and on the basis of and within the scope of a binding product warranty. The Seller's warranty in respect of the goods shall be limited to the assignment of the Seller's claims against the Supplier of the goods, insofar as no further warranty from the point of view of the manufacturer's liability is implied by the applicable regulations. The Buyer must prove damage liability and entitlement to damages.

FORCE MAJEURE: Circumstances such as force majeure, actions of public authorities and other events that cannot be prevented, eliminated or avoided, i.e. circumstances beyond the control of the customer, are considered as inability to fulfil an obligation for which the seller is not liable. Force majeure means, for example, the extension of delivery times due to major breakdowns at the Seller's supplier's factory, strikes, natural and other disasters, epidemics and pandemics, martial law, shortages of goods, raw materials and energy products on the market, etc. Force majeure shall also be deemed to include a substantial extension of the delivery times of the Seller's suppliers due to the extension of the delivery times of their sub-suppliers. If performance of the contractual obligation becomes difficult or impossible as a result of such circumstances, the obligation shall be terminated for the period during which performance is difficult or impossible, provided that the circumstances could not have been prevented, remedied or avoided by the Seller. Such circumstances shall excuse the Seller from performance and liability for damages for non-performance of the contractual obligations during this period. The party claiming impossibility of performance must prove the existence of such circumstances which exclude its liability and notify the other party thereof as soon as it becomes aware of the existence of such circumstances. In the same way, the party must notify the counterparty of the cessation of the circumstances which have led to the impossibility of performance. If the counterparty is not duly and promptly notified, the party claiming impossibility of performance shall be liable for damages. Impossibility of performance under this provision is assessed in accordance with applicable law and case-law. If the circumstance persists for more than 6 months, the Seller and the Buyer agree to modify or cancel the contract or order. The Seller shall not be liable for any delay in performance or non-performance of an obligation under the contractual relationship if the delay in performance or non-performance is due to causes beyond his reasonable control and without fault or negligence, including, without limitation, the inability of suppliers, subcontractors, carriers and freight forwarders or the Seller to perform their obligations under this contract, the latter provided that the Seller gives the Buyer prompt written notice giving full particulars of the occurrence and reasons. The dates of performance of the obligations shall be extended by the time lost for such reasons, if the parties still have an interest.

WITHDRAWAL FROM THE CONTRACT: If unforeseen obstacles or events arise in the course of business which are beyond the Seller's control or due to force majeure, if the economic significance is substantially altered as a result, or if the circumstances materially affect the Seller's delivery, and if, after the conclusion of the transaction, it becomes apparent that the order cannot be fulfilled in its entirety or in its essential components, the provisions of these conditions shall be adjusted accordingly to the newly arising circumstances. If this is not possible, the Seller has the right to withdraw from the order in whole or in part by unilateral written declaration. The Seller shall also be entitled to withdraw from the contract if: the Seller is unable to fulfil the contractual obligations due to force majeure or other circumstances beyond his control; the Buyer defaults; the Buyer has grossly negligently made false statements about his obligations which jeopardise his ability to perform. The Seller must notify the Buyer in writing of the reasons for withdrawal from the order as soon as they become known to the Buyer. If the Seller withdraws from the order in accordance with the provisions of this clause, the Buyer shall not be entitled to claim any compensation.

SETTLEMENT OF DISPUTES: The Seller and the Buyer shall endeavour to resolve any disputes arising out of or in connection with their relationship, in particular by mutual agreement. All legal proceedings between the Buyer and the Seller shall be exclusively governed by the laws of the Republic of Slovenia. The competent court for all disputes is the District Court in Celje.

Validity: from 15/04/2024                                                        Kovintrade d.d. Celje