General Purchasing Conditions
1. Validity
The General Purchasing Terms and Conditions of Larso, s.p. (hereinafter referred to as: “General Purchasing Terms and Conditions”) shall apply exclusively and in full to all orders of goods purchased by Larso, s.p., Avgustinčičeva 37, 1000 Ljubljana (hereinafter referred to as: “Buyer”) from a supplier of goods (hereinafter referred to as: “Supplier”).
The provisions applicable in these General Purchase Conditions to the ordering and delivery of Goods shall apply mutatis mutandis also to the ordering and performance of services ordered by the Buyer from the Service Provider.
Acceptance of an order or conclusion of a contract of sale
The Buyer shall deliver to the Supplier a written or oral order, which the Supplier undertakes to accept in writing within a maximum of 5 (five) days from the date of receipt of the order, unless a shorter period is agreed. Orders and acceptance of orders may be given by post, fax or electronic document interchange.
The written acceptance of an order shall specify the type, quantity and price of the goods and the delivery period for delivery of the goods.
If the Supplier does not accept the order in writing within 5 (five) days of receipt of the order, the Buyer shall no longer be bound by the order.
Upon written confirmation or acceptance of the order by the Supplier, the purchase relationship between the Buyer and the Supplier shall be deemed to be concluded.
The Buyer and the Supplier may also agree to enter into a written contract of sale, in which case the General Purchase Conditions shall become an integral part of the contract of sale, unless the Buyer and the Supplier have excluded them in whole or in part.
Apart from these General Purchase Conditions, the Buyer shall not be bound by any other terms and conditions of the Supplier, except in the case and to the extent expressly agreed by the Buyer and the Supplier in the Purchase Contract.
Delivery of the Goods and delivery times
The Supplier undertakes to deliver the Goods to the Buyer in the agreed quantities and quality and within the agreed delivery times to the destination specified by the Buyer in accordance with Incoterms 2020.
The agreed quantity, quality and delivery times of the Goods shall be binding on the Supplier and shall form an essential part of the Purchase Order or the Contract.
Any variations from the agreed quantity and/or agreed quality of the Goods (in particular deviations from the agreed manufacturing specification of the Goods) and/or agreed delivery dates of the Goods shall only be permitted with the prior written consent of the Buyer. This shall also apply in the event of force majeure or any other circumstances which may even indirectly affect the proper or timely fulfilment of the order or the contract, provided that the Supplier informs the Buyer of their occurrence without delay in writing.
The Supplier is obliged to enclose with the goods dispatched a transport document depending on the type of transport (bill of lading)
The Supplier undertakes to enclose with the goods dispatched all documentation relating to export control and customs regulations.
The Buyer shall have the right to refuse partial deliveries of the goods, unless otherwise agreed in the order or contract.
Notwithstanding the acceptance of a delayed delivery, the Buyer shall retain all rights to which it is entitled in the event of default by the Supplier.
4. Prices and payment terms
The prices of the Goods shall be set in € and, unless otherwise agreed, shall include all costs relating to the delivery of the Goods up to the date of delivery of the Goods.
The Supplier shall issue an invoice upon delivery of the Goods. The invoice must include: the number and date of the purchase order or the number and date of the contract of sale and the buyer’s acknowledgement of the delivery note.
The Buyer undertakes to pay for the goods delivered within the period specified in the Purchase Order or the Purchase Contract. The date of delivery of the goods shall be deemed to be the date of delivery of the goods together with the required documentation as evidenced by the Buyer’s acknowledgement of the delivery note.
Payment of the invoice does not imply that the goods have been delivered in accordance with the order or the contract.
If defects have been found in the Goods which have been timely claimed by the Buyer, the Buyer shall have the right to withhold payment of the proportionate amount of the invoice until such defects have been rectified or until final agreement between the Buyer and the Supplier on the rectification of such defects has been reached by mutual agreement between the Buyer and the Supplier.
Liability for defects
The Buyer shall carry out a quality check of the goods delivered within a maximum of 8 (eight) working days from the date of delivery of the goods.
In the event that the Buyer, upon delivery of the Goods, discovers deviations from the agreed quantity of the Goods or other obvious defects in the Goods, the Buyer shall immediately claim the Goods and send them to the Supplier for immediate and consensual rectification of such defects.
The Buyer shall have the right to choose the manner in which the Supplier will remedy the defects in the Goods and shall therefore have the right to set a time limit for the remedying of the defects. The Supplier is obliged to immediately proceed with the rectification of the defects or to replace the goods as soon as possible with other goods corresponding to the ordered goods and to immediately notify the Buyer in writing of the rectification of the defects.
6. Protection of trade secrets
The Buyer is obliged to protect the Supplier’s trade secrets, which are marked as trade secrets, and any related documents obtained from the Supplier, which may be used solely for contractual purposes and may not be disclosed to third legal or natural persons without the Supplier’s prior written consent.
The Buyer and the Supplier undertake to treat and keep confidential all commercial details of which they have become aware in the course of the conclusion and performance of the business relationship under the respective Orders and Contracts.
7. Data Protection
The relationship between the Buyer and the Supplier is subject to the provisions of the Slovenian Personal Data Protection Act.
8. Law and dispute resolution
The relationship between the Buyer and the Supplier is governed by Slovenian law to the exclusion of the Private International Law and Procedure Act (LIPLA, Rome 1 Regulation) and to the exclusion of the UN Sales Law.
The Buyer and the Supplier shall endeavour to resolve any disputes amicably and by mutual agreement. In the event that no agreement can be reached, the Buyer and the Supplier agree that the court in Ljubljana shall have jurisdiction to settle disputes.
9. Final Provisions
In the event that individual provisions of these “General Purchase Conditions” become invalid, the validity of the remaining provisions shall remain unaffected.
Larso,s.p.
