GENERAL SALES CONDITIONS
Version 5, valid from 24. 10. 2022
1. SUBJECT AND SCOPE OF THE GENERAL SALES CONDITIONS
General Sales Conditions regulate the relationships between any company in the
Impol Group, which acts as a seller (Hereinafter: Seller) and the buyers of
their goods and products from the sales programme (Hereinafter: Buyer). These
General Sales Conditions shall apply to all legal relationships between the
Seller and the Buyer, except if the Seller and Buyer expressly agree otherwise
with regard to individual rights or obligations. Only agreements concluded in
writing shall apply. These General Conditions only apply to the sale of goods
to legal entities.
1.2 In case of
agreements between the Seller and the Buyer, which regulate individual rights
and obligations differently than these General Sales Conditions, this shall not
affect the validity of the remaining provisions of these General Conditions.
These General Conditions shall prevail over any and all general purchase
conditions or other referenced terms and conditions of the Buyer, unless the
Seller and the Buyer expressly agree otherwise in a formal document executed by
at least two (2) duly authorized representatives of the Seller. By accepting
the offer or the goods delivered and/or services rendered by the Seller,
concluding the contract and with each placement of an order or in any other
mutually acceptable manner the Buyer confirms that it accepts these General
Sales Conditions and that it fully agrees with them.
2. CONCLUSION OF THE CONTRACT AND PROCUREMENT
2.1 A contract
between the Seller and Buyer is concluded when the Seller and Buyer sign a
written contract or when the Seller and the Buyer agree upon essential elements
of the contract in accordance with these Conditions. The Seller and Buyer may
conclude the contract with which they determine the volume and type of goods or
services, the supply dates and price for the entire contract duration. If with
the contract the parties agree on a later specification of the goods, the Buyer
undertakes to forward the order specification in the agreed period of time. In
case the Buyer fails to submit the specification in time, the Seller may
withdraw from the contract and charge the Buyer the costs of withdrawal from
the contract in the amount specified in point 6 of these General Conditions. If
the Buyer fails to forward each specification in time in accordance with the
contract, the Seller may require the Buyer to do so.
takes place on the basis of the each time applicable price list, on the
forwarded offer or contract concluded with an individual buyer. Each order must
include basic information about the Buyer and the type, volume and desired
supply date of the ordered goods. The order must be forwarded to the Seller in
writing (e.g. via mail, fax or e-mail) or, if specifically agreed between the
Seller and the Buyer, via other electronic methods such as EDI (Electronic Data
Interchange). The order shall oblige the Buyer to purchase and take over all of
the goods specified in the quotation and pay the full amount quoted by Seller,
and only then to enforce its eventual rights, unless agreed otherwise.
2.3 The offer
shall oblige the Seller up to the date of the offer validity specified in the
offer. The contract shall be concluded when the Buyer accepts the offer within
the period of time of the offer validity and informs the Seller about this. If
the Buyer accepts the offer after the expiry of the period of time of its
validity, the Seller shall have the right to decide freely whether to accept
the order or not.
receiving the Buyer's order, the Seller shall issue an order confirmation to
the Buyer, in which it specifies the basic information about the Buyer, the
type of goods, the volume, price and confirmed supply date, and any other
information relating to the contract. Unless the Buyer rejects the confirmation
within three (3) days upon receipt, it shall be deemed that the Buyer entirely
agrees with the contract or order confirmation and the conditions specified in
it and the content of the confirmation shall be deemed final and binding
between the Buyer and Seller.
2.5 If the Buyer
rejected the order confirmation, which is in accordance with its order, and the
Seller incurred costs due to this, the Seller may charge these costs to the
3. DISPATCHING AND TAKING OVER GOODS
3.1 The supply
period shall begin on the date of issuing the order confirmation to the Buyer.
The Seller reserves the right to extend the delivery date in case of force
majeure. The Seller shall be obliged to immediately inform the Buyer about the
occurrence or conclusion of force majeure.
otherwise agreed in writing, the Seller shall supply the products, FCA Impol
(Incoterms 2010), in accordance with the standard methods of the Seller for
packing and delivering.
otherwise agreed in writing, the Buyer shall obtain at its own costs all the
necessary import licenses and other consents, which are necessary in order to
ship the product, and shall forward them to the Seller.
3.4 If the Buyer
does not take over the goods in the agree period of time, the Seller shall
charge it with up to EUR 10.00 per tonne for each day of delay, i.e. as costs
borne by the Seller due to the Buyer's delay in taking over the goods. In case
of delay in taking over the goods by the Buyer, the risk of accidentally
destroying or damaging the goods shall be transferred to the Buyer on the day
when the Buyer starts to be in delay. The amount the Seller may request per
month in liquidated damages shall be limited to five percent (5%) of the value
of the goods for which the Buyer is in delay. In the event the Seller claims
actual damages exceeding the liquidated damages, any previously paid liquidated
damages shall be deducted from such claim to the extent they were paid for the
3.5 The Seller
retains the right to partial supplies.
4. POSTPONING THE DELIVERY DATES
4.1 In case the
Buyer wishes to postpone the contractually confirmed delivery date due to any
reason and at its own request and the Seller approves this, the Seller shall
reserve the right to charge contango costs or other appropriate lump sum for
storage costs which may be incurred by Seller.
5. PRICE AND PAYMENT CONDITIONS
If one or more
cost factors (such as including, but not limited to any exchange rate
fluctuations, currency arrangements, amendments of duty, increases of costs of
labour, raw material, material, energy products or other production costs,
etc.) increase after the date of conclusion of the contract – even if this occurs due to foreseeable
circumstances – the Seller shall reserve the right to increase the price of
goods by notifying the Buyer in writing at any time prior to the supply, so
that the price reflects the actual increase of costs for the Seller with regard
to production or supply of goods.
5.1 The agreed
prices do not contain taxes or any duties, including, but not limited to the
value added tax and tax deductions which are charged or are based on amounts
paid in accordance with the contract (total taxes). All taxes, related to
purchased products, are under the competence of the Buyer (excluding the
corporate income tax), unless the Buyer submits a certificate on exemption,
which is acceptable for the Seller and relevant tax authorities. The Seller
shall, if possible, calculate taxes as a separate item on the invoice issued to
the Buyer. If the certificate on exemption, submitted by the Buyer, is deemed
to be invalid, the Buyer shall pay to the Seller the amount of the tax and
eventual penalties and related interests.
5.2 All payments
shall be carried out on the basis of issued invoices. The payment due date or
payment maturity shall be specified in accordance with contractual provisions
on the invoice. In case of late payment, the Seller shall have the right to
charge statutory interests on late payment according to the applicable law.
If the payment
conditions or payments are the subject of insurance (either with the Buyer’s
limit insured by the Seller with an insurance company or with another method of
insurance (e.g. letter of credit, bank guarantee, etc.)) the payment conditions
shall be valid:
- if the Buyer's total open debt
plus the value of the new shipment of goods do not exceed the currently
applicable limit insured by the Seller, whereby the amount of the insured limit
is determined by the Seller's insurance company and may be amended, or
- if the Buyer's total open debt
to the Seller plus the value of the new shipment of goods are covered or
insured by another method of payment insurance (e.g. letter of credit, bank
Should none of
the above conditions be met, the Seller shall have the right to unilaterally
amend the payment conditions into an “advance payment” or the right to request
the payment of the purchase price before the supply of the goods.
Seller shall have the right in case of failure to pay or fulfil other
contractual obligations by the Buyer to stop the supply of the goods or
withdraw from the contract after giving prior notice to the Buyer and charge
the withdrawal costs to the Buyer. In this case the Seller shall not be liable
to the Buyer for any damage or costs that would be incurred by the Buyer due to
the failure to supply the products.
Claims due from
the concluded contract, interests and other eventual claims may also be settled
with an offset, assignment, cessation of claims and, where possible, with a
multilateral offset through Ajpes or E-compensations or in any other similar
manner. The repayment with the above financial instruments shall be deemed as a
normal manner of repaying claims.
5.3 In case of
transnational business operations in the EU, the goods shall be supplied to the
Buyer without charging VAT, if the Buyer is registered in the VAR register for
transnational business operations in the EU.
5.4 The Buyer
shall be liable to forward its valid VAT ID to the Seller, which is also
evidenced by data in the VAT information exchange system (VIES). For the entire
duration of the contract the Buyer shall be liable to preserve the validity of
the VAT ID. In case the Buyer forwards an invalid VAT ID or if during the
duration of the contract the VAT ID changes (including the expiry of the VAT
ID) and the Buyer fails to send a written notice to the Seller about the change
within 1 (one) day from the date of the change, the Buyer shall pay the Seller
VAT at the applicable rate in Slovenia, on the date when VAT becomes
chargeable, and all other related costs (e.g. penalties, interests on late
payment, etc.) within 3 (three) days from the Seller's notice to the Buyer about
5.5 The Buyer
undertakes not to assign any claim against the Seller to third parties without
the Seller's prior written consent.
6. WITHDRAWAL FROM THE CONTRACT
6.1 The Buyer
may withdraw from the contract in writing by the time of shipment of the goods,
however, in this case it shall have to pay the Seller all costs incurred to the
Seller up to that time. The Buyer shall pay the costs of withdrawal (withdrawal
fee) to the Seller also in case the Seller withdraws from the contract/order
due to Buyer's fault. Costs of withdrawal include the difference between the
contractual value of Al raw material on the date of conclusion of the
contract/order placement and the market value at the time of receiving the
withdrawal statement, the labour costs, the service costs, the financing costs
and other costs incurred due to the withdrawal from the contract.
6.2 In addition
to all other legal remedies at the Seller's disposal, the Seller may terminate
the contract without notice, if the Buyer: (i) fails to pay any amount required
hereunder within 5 (five) days after receiving a written notification on the
failure to pay; (ii) is in material breach of the obligations hereunder; or
(iii) becomes insolvent or an insolvency proceeding was initiated against it.
6.3 In case it
is established after the conclusion of the contract that the Buyer shall not be
able to fulfil its contractual obligations, the Seller may, before fulfilling
its contractual obligations, require from the Buyer a relevant insurance of
this obligations or the payment of the purchase price by advance payment. The
Seller may retain the supply of the goods to the Buyer until then. After the
expiry of the date set by the Seller for the Buyer to ensure additional
insurances or the advance payment, the Seller may withdraw from the contract
7. EXTENDED RETENTION OF TITLE
7.1 The goods
shall remain the property of the Seller even after being handed over to the
Buyer's possession, namely until the Buyer pays the entire purchase price and
any other eventual obligations toward the Seller (particularly statutory
interests on late payment, etc). The Buyer shall be entitled to further sell
the products, to which the Seller's retention of title applies, or may use them
for production purposes, under the condition that this is the Buyer’s normal
business process and that the Buyer is not late with its payment obligations
toward the Seller. Already with this (sales) contract, the Buyer cedes in
advance all claims obtained by the Buyer with regard to further sale of the
goods supplied by the Seller with extended retention of title to the Buyer to
collateralize its claims obtained on the basis of the sales contract with
regard to unpaid purchase prices. The Seller already accepts these claims. If
the Buyer fails to use the goods within the framework of its regular business
process or if the Buyer is late in settling its obligations toward the Seller,
the Buyer shall have to inform its buyer (user) about the cessation of the
claim and extended retention of title on the goods. The Buyer shall provide to
the Seller all the data that the Seller might require for a possible recovery
of ceded claims.
8. WARRANTY, COMPLAINTS AND LIMITATIONS OF LIABILITY
8.1 The Buyer
shall be liable to immediately inspect the goods or as soon as possible. The
Buyer must immediately point out possible manifest material defects, however,
not later than 8 days from the supply date. In case of hidden defects, the
Buyer shall issue a complaint immediately, however, not later than 8 days since
discovering it. The Seller shall not be liable for hidden defects which become
apparent 180 days after receiving the goods.
8.2 A goods
deviation of +/- 10 % or a maximum of 3 t per individual order shall be allowed
for the supply of goods, whereby this deviation shall not be deemed as a
(quantity) material defect.
8.3 The Seller
undertakes to resolve the complaints in a reasonable period of time for all the
goods for which the Buyer has a relevant warranty and has timely informed the
Seller about the defects.
8.4 Any physical
damage of the goods, which is the consequence of impacts, falls, lightning
strikes, incorrect parking, etc., shall not be covered by the warranty, except
in case the Buyer clearly proves that it received such goods upon signing the
8.5 Moreover, it
shall lose the warranty for incorrect use, processing and storage.
8.6 The Seller
shall not be liable for any damage caused to the Buyer as a consequence of the
Seller's delays in fulfilling its contractual obligations due to incorrect or
inaccurate information, specifications, projects or any other information
provided by the Buyer.
8.7 The Seller
shall also not be liable for damage caused directly to the goods, particularly
not for loss of profit, damage to other items of the Buyer, damage due to
equipment failure, suspension of production and/or other property and
non-property damage to the Buyer.
8.8 In any case
of the Seller's liability for damage, the joint and maximum liability of the
Seller and of persons related to it, employees, managers and subcontractors,
shall be limited to the value of the goods that caused the damaging event.
9. FORCE MAJEURE
9.1 The Seller
shall not be liable for possible failures to fulfil its obligations or delays
caused by force majeure, such as strikes, fires, floods, earthquakes, storms,
accidents, traffic congestions, acts by any governmental authority, wars,
uprisings or disorders, epidemics or any other unforeseeable events.
Furthermore, the Seller shall not be liable for any failings or delays caused
by shortage of workforce, energy, raw material, production capacities or
of the fact that the contracting parties are committed to fulfil their
contractual obligations, the Seller may negotiate with the Buyer to amend
relevant contractual conditions within a reasonable period of time after this
clause coming into force, if it proves that:
- further implementation of
contractual obligations has become overly difficult for the Seller due to an
event outside its control (including, but not limited to the reduction of its
production capacity, etc.) and which could not be expected to be taken into
account during the conclusion of the contract, and that
- the Seller could not avoid such
an event or rectify its consequences.
10.2 Should the
Seller and Buyer fail to agree on amending relevant contractual conditions, the
Seller shall have the right to terminate this contract.
Confidential information deriving from the contractual relationship and
contract documentation shall be treated by the Buyer and Seller as agreed in
the NDA, but at least with the same care as they treat their own confidential
information and they shall not disclose it to third parties without the prior
written consent of the other party. No party shall disclose or use the data
referred to in the previous paragraph for any purpose which is not directly
related to the execution of the rights and obligations hereunder without the
prior written consent of the other party.
following shall also be deemed as professional secrecy: drawings, diagrams,
calculations, instructions, lists, letters, records, contractual documents and
other data in material or non-material form.
12. APPLICABLE LAW
12.1 The law of
the Republic of Slovenia shall exclusively apply to this contract and these
General Sales Conditions and all eventual disputes arising from this contract
or these General Sales Conditions, whereby the application of the provisions of
the international private law and the provisions of the UN Convention on
contracts on the international sale of goods (Vienna Convention on the
International Sale of Goods – CISG), in accordance with which this contract and
the General Sales Conditions shall be interpreted, shall be expressly excluded.
Relevant provisions of the Slovenian legislation and regulations govern all
rights and obligations of the contracting parties, which are not expressly
defined by the contracts or these General sales conditions.
12.2 The parties
shall resolve any disputes by mutual agreement. Should they fail to do so, the
competent court in Maribor, Slovenia, shall resolve the dispute.
13. FINAL PROVISIONS
possible invalidity of an individual provision of the General Conditions or
transactions shall not impact the validity of the remaining provisions of these
General Conditions and/or transactions in which these General Sales Conditions
General Sales Conditions are written in the Slovenian, German and English
language. In case of ambiguity or inconsistency, the General sales conditions
in the Slovenian language shall apply for explanation and interpretation. If
the Seller and Buyer are from different countries, communication between them
shall be conducted in the English or German language, as the parties may agree
or in accordance with the practice established between the parties.
13.3 The General
Sales Conditions and each amendment shall begin to apply on the date of
publication on the Seller’s website – www.impol.si. The General Sales
Conditions shall be valid for an undetermined period of time or until their
amendment. The Buyer shall be liable to verify the validity of the General
Sales Conditions and monitor their eventual amendments on the Seller’s website
before concluding the contract.
publication on the website: 24. 10. 2022
© Impol, d. o. o.,
all rights reserved.