1.  General Provisions 

   1.1. These General Terms and Conditions of Business (“GTCB”) apply exclusively to business-to-business transactions between Onitex Automation d.o.o. (hereinafter the “Supplier”) and any purchaser acting in the course of its business or professional activity (hereinafter the “Buyer”). They govern the sale of machinery, components, spare parts, software, engineering services and related products and services.

   1.2. Any amendments or modifications to these GTCB shall require the express written agreement of both parties.

   1.3. In the event of additional agreements diverging from these GTCB, the remaining provisions herein shall continue to remain effective.

   1.4. These GTCB shall take precedence over any terms and conditions proposed by the Buyer, unless otherwise mutually agreed upon in writing.

   1.5. In the event of any conflict, the quotation or order confirmation shall take precedence over these GTCB.

 2.  Quotations and Orders 

   2.1. Quotations or offers are non-binding unless explicitly stated otherwise in writing.

   2.2. Obvious clerical, typographical or calculation errors in quotations, order confirmations or invoices may be corrected by the Supplier upon prompt written notice to the Buyer. Where a correction materially affects the price, scope or other essential terms of the order, the corrected terms shall require the Buyer’s written acceptance.

   2.3. Orders are to be submitted in writing, including via email or other written means.

   2.4. For goods with specific requirements, the requisite characteristics must be clearly specified at the time of order placement.

   2.5. Orders must be confirmed by the Supplier in writing for a contract to be deemed valid.

   2.6. The Buyer is obliged to review the order confirmation and notify the Supplier of any discrepancies within four days.

   2.7. Where discussions have taken place verbally, no contract shall be formed until the agreed terms have been confirmed in writing by the Supplier.

 3.  Pricing 

   3.1. Prices for the goods will be specified in the price list or offers provided to the Buyer.

   3.2. Price lists and standard prices may be amended by the Supplier at any time and shall apply only to future quotations and orders.

   3.3. Prices stated in a confirmed order are fixed unless the Buyer requests changes, delays performance, provides incomplete or inaccurate information, or the parties otherwise agree in writing..

   3.4. Unless otherwise stated in the quotation or order confirmation, prices are FCA Onitex Automation d.o.o., Obrtniška ulica 7 / Via degli Artigiani 7, 6000 Koper-Capodistria, Slovenia, Incoterms® 2020.

   3.5. Payments are to be made in euros (EUR).

   3.6. Prices include the Products, standard packaging, transport marking and loading onto the collecting vehicle at the Supplier’s premises.

   3.7. Freight, insurance, customs duties, import charges and unloading at destination are not included unless expressly stated otherwise in the quotation or order confirmation.

   3.8. All prices are exclusive of VAT. VAT shall be charged at the rate and in the manner required by applicable law.

   3.9. Where the Supplier applies a VAT exemption or zero rate in connection with an intra-Community supply or export, the Buyer shall provide all information and documents reasonably required to substantiate such tax treatment.

   3.10. For an intra-Community supply, the Buyer shall provide a valid VAT identification number issued by a Member State other than Slovenia and shall promptly provide evidence that the Products were transported from Slovenia to another EU Member State. Such evidence may include a signed CMR consignment note, proof of delivery, carrier documentation and, where applicable, the written statement required under Article 45a of Council Implementing Regulation (EU) No 282/2011.

   3.11. For exports outside the European Union, the Buyer shall cooperate in providing any information or documentation required for customs clearance and proof that the Products have left the customs territory of the European Union.

   3.12. If the Buyer fails to provide the required information or evidence, or if the conditions for VAT exemption are not fulfilled, the Supplier may charge the applicable Slovenian VAT. The Buyer shall pay such VAT upon receipt of the relevant invoice or corrected invoice.

   3.13. If satisfactory evidence is provided after VAT has been charged, the Supplier may issue an appropriate correction or credit note where permitted by applicable law.

 4.  Payment Terms 

   4.1. Payment terms shall be specified in the applicable quotation or order confirmation. Unless otherwise agreed in writing, payments shall be made in advance.

   4.2. Buyers may dispute invoices within eight days, providing a valid reason for such a dispute. Disputing part of an invoice shall not relieve the Buyer from paying any undisputed amount by the due date.

   4.3. Late payments will incur interest charges at a rate of 0.01% per day.

   4.4. If any payment is overdue, the Supplier may suspend production, testing, delivery and services. Any agreed delivery date shall be extended accordingly.

 5.  Delivery 

   5.1. The Supplier will deliver goods in accordance with the confirmed order.

   5.2. Delivery dates indicate the date on which the Products are expected to be ready for collection or shipment and are estimates unless expressly confirmed as binding in writing. Delivery dates shall be extended in the event of overdue payments, requested changes, delayed approvals, missing samples or information, or circumstances beyond the Supplier’s reasonable control.

   5.3. The Supplier reserves the right to make partial deliveries.

   5.4. Order cancellations will incur fees proportionate to the costs already incurred by the Supplier.

   5.5. Risk of loss of or damage to the Products transfers to the Buyer when the Products have been loaded onto the means of transport nominated by the Buyer at the Supplier’s premises, in accordance with FCA Incoterms® 2020.

   5.6. The Buyer shall inspect the Products immediately upon delivery and notify the Supplier in writing of any visible transport damage, shortages or discrepancies within seven days. Latent defects shall be reported without undue delay after their discovery.

    5.7. Failure to notify the Supplier within seven days shall constitute acceptance only in respect of defects and discrepancies that were reasonably visible upon delivery and shall not affect valid claims concerning latent defects or defects covered by the warranty.

    5.8. The Buyer is responsible for installation, commissioning and operation of the equipment unless otherwise agreed in writing.

    5.9. The Supplier shall not be responsible for improper installation or use of the equipment by the Buyer or third parties.

 6.  Quality Assurance 

   6.1. The Supplier warrants that the Products are new, free from third-party title claims and materially conform to the technical specifications expressly agreed in the quotation or order confirmation and to the applicable requirements stated in the Supplier’s technical documentation.

   6.2. The Products shall materially conform to the mandatory legal requirements and technical standards expressly identified in the quotation, order confirmation, technical documentation or applicable declaration of conformity.

   6.3. The Supplier may modify its product range and product designs without prior notice, provided that such modifications do not materially reduce the functionality, safety or performance expressly agreed for a confirmed order.

   6.4. Any performance figures, including but not limited to speed, output, or capacity, are indicative and may vary depending on product characteristics, materials, environmental conditions and operator handling. The Supplier does not guarantee specific production output unless explicitly agreed in writing.

 7. Warranty

   7.1. The standard warranty period is 24 months from the date of delivery. The warranty period for printers is 12 months from the date of delivery.

   7.2. The warranty covers defects in materials and workmanship under normal use and in accordance with the Supplier’s technical documentation and instructions.

   7.3. The warranty does not cover normal wear and tear, including but not limited to belts, seals, rubber coatings, rollers, printer cartridges, and other consumable or wear parts.

   7.4. The warranty does not apply in cases of:

-incorrect equipment selection made by the Buyer contrary to the Supplier’s written recommendation or based on incomplete, inaccurate or misleading information supplied by the Buyer;

-improper installation, storage or maintenance;

-misuse or operation contrary to the technical documentation;

-operation outside the specified electrical, pneumatic or environmental conditions;

-unauthorised modification, repair or use of non-approved components;

-damage caused by third-party equipment;

-transport damage occurring after the transfer of risk.

   7.5. In the event of a justified claim, the Supplier may, at its sole discretion:

- repair the defective part,

- replace the defective component,

- provide a discount or issue a credit note.

   7.6. Warranty claims must be submitted in writing during the warranty period through the service request form on the Supplier’s website or by email to the Supplier’s service department. The claim must include the machine model, serial number, a detailed description of the issue and, where reasonably requested, photographs, video recordings or diagnostic information.

   7.7. The warranty does not include any costs related to disassembly, reinstallation, transport, travel, accommodation or on-site service unless explicitly agreed otherwise in writing.

   7.8. Valid warranty claims do not entitle the Buyer to suspend or delay payment obligations.

   7.9. Remote diagnosis reasonably required to assess a warranty claim shall not itself be charged. On-site service, travel, accommodation and other interventions not expressly included in the warranty shall be charged separately unless otherwise agreed in writing.

 8.  Returns 

   8.1. Returns are accepted only upon prior written approval of the Supplier.

   8.2. Custom-made products are non-returnable unless proven to be defective.

 9.  Confidentiality 

   9.1. Both parties commit to maintaining the confidentiality of any proprietary information exchanged during the business relationship.

   9.2. All technical solutions, drawings, designs and documentation provided by the Supplier remain its intellectual property and may not be copied, reproduced or used for manufacturing purposes without prior written consent.

10.  Limitation of Liability 

10.1. To the maximum extent permitted by applicable law, the Supplier’s total aggregate liability arising out of or in connection with a particular contract shall not exceed the net price paid by the Buyer for the Product or Service giving rise to the claim.

10.2. To the maximum extent permitted by applicable law, the Supplier shall not be liable for any indirect, incidental, special, punitive or consequential loss, including loss of production, loss of use, loss of profit, loss of revenue, loss of contracts, loss of data, loss of goodwill or increased operating costs.

10.3. Nothing in these GTCB excludes or limits liability for wilful misconduct, gross negligence, death or personal injury where such liability cannot lawfully be excluded, or any other liability that cannot be excluded or limited under applicable law.

 11.  Retention of Title 

   11.1. Title to the products shall remain with the Supplier until full payment is received.

 12.  Force Majeure 

   12.1. The ICC Force Majeure Clause 2020 and the ICC Hardship Clause 2020 are incorporated into these GTCB by reference.

 13. Applicable Law and Dispute Resolution

13.1. These GTCB and all contracts concluded under them shall be governed by the laws of the Republic of Slovenia, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2. The parties shall use their reasonable efforts to resolve amicably any dispute arising out of or in connection with these GTCB or the relevant contract.

13.3. The competent courts in Ljubljana, Slovenia, shall have exclusive jurisdiction over any dispute arising out of or in connection with these GTCB or the relevant contract.

 14. Sanctions and Export-Control Compliance

14.1. The Buyer shall comply with all applicable European Union and Slovenian sanctions, export-control and anti-circumvention legislation.

14.2. The Buyer shall not sell, export, re-export, supply, transfer or otherwise make the Products available, directly or indirectly, to any person, entity, country, territory or end use where such transaction is prohibited or restricted by applicable law.

14.3. Where required by applicable European Union legislation, the Buyer shall not re-export the relevant Products to Russia or Belarus, or for use in Russia or Belarus.

14.4. The Buyer shall promptly provide the Supplier with information reasonably required to verify compliance and shall notify the Supplier immediately of any suspected or actual breach.

14.5. The Supplier may suspend performance or terminate the contract immediately if it has reasonable grounds to suspect a sanctions, export-control or anti-circumvention violation. The Supplier may disclose relevant information to competent authorities where required by law. The Buyer shall compensate the Supplier for direct losses, penalties and reasonable expenses resulting from the Buyer’s breach, to the extent permitted by applicable law.

 15.  Validity 

   15.1. These terms shall take effect from 30.07.2026.

   15.2. If any provision of these GTCB is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be replaced, where possible, by a valid provision that most closely reflects its commercial purpose.

   15.3. The version of these GTCB applicable to an order shall be the version provided or made available to the Buyer before the relevant contract is concluded.