GENERAL SALES CONDITIONS OF COMPANY ViD ADRIA D.O.O. Nr. 2/2020 

1. Subject matter

1.1. These General sales conditions shall regulate contractual relationships between the company ViD Adria d.o.o., Rakovnik 34, 8232 Šentrupert (hereinafter referred to as the Seller) and buyers of goods and products from its sales range (hereinafter referred to as goods). 

1.2. These General sales conditions shall refer to all relations between the Seller and buyers unless agreed otherwise. When in doubt, only agreements made in writing are considered different agreements. These General sales conditions prevail over the purchase conditions of a buyer unless agreed otherwise in writing. 

2. Sales range

2.1. The Seller can introduce new goods to their sales portfolio or eliminate certain goods from it without prior notification but is obliged to deliver the goods for which the order has already been confirmed. 

3. Offers and orders

3.1 The Seller shall submit to the buyer an offer containing quantity, price and delivery date in accordance with the specification of a product contained in the buyer’s enquiry. 

3.2. All offers without any adequate written order of the buyer are considered non-binding by the Seller. 

3.3. The Seller shall guarantee the conditions stated in the offer or proforma invoice only within the validity of the offer or proforma invoice.  

3.4. The buyer can place the order by telephone, e-mail or in the web shop https://www.videlektro.com/, considering that upon placing the order, valid General sales conditions and current price list of the Seller apply. The order is considered complete when it contains all data needed for the delivery of goods, especially, but not only, the quantity, place and time of the foreseen deliveries as well as the priorities relating to the manufacturing and delivery. If any of the information is missing, it is considered that the Seller and buyer agreed for standard conditions. 

3.5. The Seller delivers goods based on the contents of the written order which shall include the buyer’s reference to the number of the offer or proforma invoice or valid price list of the Seller, and to the General sales conditions of the Seller, as well as on a written confirmation of the order receipt – Order confirmation. An order placed over the phone is valid only when the Seller sends an Order confirmation in writing and the buyer confirms it by its signature. If the buyer does not send a written comment to the order confirmation, the Seller considers that the order corresponds to the buyer’s demands. 

4. Prices

4.1. In offers or proforma invoices the Seller shall consider prices stated in their valid pricelists. All prices are quoted EXW warehouse of the Seller if not stated otherwise. The latest version of INCOTERMS issued by the International Chamber of Commerce, Paris, shall be applied in all cases; it is applied in offers, order confirmations, invoices and when establishing passing of the risk. 

4.2. Standard packaging for road transport is included in the price, the Seller charges transport costs to the buyer’s destination and other transport packaging separately as agreed in the Order Confirmation. 

4.3. The goods for which the Seller has confirmed the order shall be delivered at a price valid at the time of the order. The agreed price is valid for the conditions agreed in the Order confirmation. The Seller is entitled to change the delivery terms in case of any changes in quantities, design, method of delivery or take-over, specific characteristics, or the intended use of goods. The Seller is also entitled to a refund of all costs incurred (including any costs due to multiple organization of work in the process) and damage due to subsequent changes in the order of the buyer. 

5. Definition of a working day 

5.1. »A working day« means a period of 8 successive hours from 7.00 a.m. to 3.00 p.m. of the same day, every day in a week from (incl.) Monday through (incl.) Friday. 

6. Delivery terms

6.1. Informative delivery terms are stated in the offer or proforma invoice of the Seller and in all current ViD Adria price lists. The term delivery term is used for usual delivery date within Slovenia from the day when the Seller sends the goods from their warehouse. 

6.2. Delivery term shall be agreed by the Seller and by the buyer for each individual order. The final delivery term is defined in the Order confirmation that the Seller sends to a buyer.  

6.3. The Seller shall inform the buyer about the readiness of goods for dispatch by e-mail. 

6.4. The Seller is responsible to buyers for the correct and timely delivery when the buyer has sent a written order and the Seller has confirmed it in the Order confirmation. In case when the goods can not be delivered as agreed, the Seller informs the buyer on the new estimated delivery date as soon as they can. If even in the additional delivery date, the goods cannot be delivered, is the buyer entitled to cancel the order and the Seller shall refund all payments received from the buyer within 14 days after receiving the notification on the withdrawal from the order/contract. 

7. Force majeure 

7.1. The Seller is not liable for partial fulfillment or for their inability to fulfill contractual obligations, if they are consequences of events that cannot be prevented, eliminated or avoided (Force majeure). Force majeure are circumstances such as: fire, flood, earthquake, revolt, war or armed conflict, terrorist attack, epidemic, electricity breakdown, world wide web failure, strike or other work interruption due to management or other administrative restrictions or prohibitions, such as embargo, confiscation, financial business limitations, transport limitations, lack of world market material, energy supply reduction and other circumstances on which the Seller has no influence. As Force majeure, also lack of material or service of Sellers’ suppliers and companies is considered, which are part of the Seller’s contractual obligation fulfillment, as well as their delay in goods or service delivery to the Seller. 

7.2. Should the fulfillment of contractual obligations become impossible due to such circumstances, the Seller shall inform the buyer immediately. In this case, the contractual fulfillment deadline prolongs for the period of Force majeure duration and its consequences. If the duration of Force majeure exceeds three (3) months, the Seller or the buyer are entitled to immediate withdrawal from the contract without any compensation or similar reimbursements. 

7.3. In case of Force majeure, the Seller reserves the right to charge the buyer an additional payment due to increase of business costs, generated by the events from article 7.1. (such as e.g. transport costs, …). 

8. Terms and conditions of payment 

8.1. Ordered goods should be paid by advance payment invoice, which the buyer receives per e-mail or personally in the company unit, unless agreed otherwise. 

8.2. In case of different payment conditions, the conditions defined in the Offer, Order confirmation or in special sales conditions apply. 

8.3. The buyer is obliged to pay for the goods in the agreed deadline from the goods shipment date. It is considered that the payment is performed when the money is seen on the Seller’s bank account. 

8.4. The Seller is entitled to charge default interest for overdue payments. 

8.5. The Seller can request payment security for payment deferral from the buyer. In this case, the buyer has to submit a certified bianco enforcement draft which he receives from the Seller per e-mail. The Seller can cash the enforcement draft if the buyer does not meet his overdue financial obligations. In case the buyer does not submit a certified enforcement according to the provision from this article, the buyer acquires the rights, specified in the Article 10 of this General sales conditions. 

8.6. If the buyer is overdue on payment of one or more invoices, the Seller is not obliged to proceed with the buyer’s orders, received after the overdue date, defined in this paragraph. After such overdue appears, the Seller is obliged to notify the buyer, whether his order will be proceeded or not, for each individual order. 

8.7. If the buyer does not settle their financial obligations when due, the Seller sends a notification: Financial balance adjustment/1st overdue reminder. In case the buyer does not settle their financial obligations after receiving the 1st overdue reminder, the Seller sends the 2nd overdue reminder where they offer one last deadline to settle their financial obligations, that is eight (8) days from the 2nd overdue reminder. After this deadline, the buyer will use all legal options (debt enforcement, criminal charge…) to recover their unpaid debts, together with debt enforcement costs and interests due thereon.  

9. Acceptance of goods

9.1. The buyer makes a quantity and quality check upon take-over of the goods and confirms the take-over documents. Upon take-over of the goods, the representatives of both the Seller and the buyer sign and stamp (if the buyer uses stamp in their business) the take-over documents. The buyer is obliged to inform the Seller about any visible defects of the goods, following the provisions of this General sales conditions. 

9.2. In case of take-over in the Seller’s warehouse the buyer shall accept the quantity and quality of goods before they are loaded onto a means of transport. The buyer shall announce the take-over latest 1 day before the foreseen take-over. 

9.3. In case of take-over in the place stated on the bill of loading or delivery note, the buyer shall unload the goods within 4 hours of its arrival and control the goods before or during their unloading. 

9.4. The standard method of unloading the packages is by hand or by fork-lift truck. The Seller shall confirm a different method of unloading to the buyer in writing.  

9.5 Delivery Terms: Delivery of goods is executed based on the agreed delivery terms (INCOTERMS). Unless otherwise agreed, the EXW (Ex Works) term applies. The buyer is required to perform all necessary inspections of the goods at the agreed location upon receipt, in accordance with the conditions specified in these General Terms and Conditions. Should the buyer identify any deficiencies or defects in the goods, they must promptly notify the seller.

10. Reservation of title

10.1. The goods remain the property of the Seller until total liabilities of the buyer are covered regardless of their basis. Only when the goods are paid for, the legal handing over comes into effect for the buyer.  

10.2. Should the buyer act contrary to the Order Confirmation or effective contact, especially in case of payment delay, is the Seller entitled to take back the goods. This is not considered that the Seller has withdrawn from the contract unless explicitly stated in written form.   

11. Guarantee 

11.1. The Seller states that all materials used are of first quality. The buyer shall use the products with due professional care and in accordance with the instructions of the Seller.  

11.2. The guarantee is not valid for products damaged during transport, unprofessional assembly or use under the conditions that are abnormal when compared to information contained in the enquiry and when the Seller‘s instructions have not been followed. 

11.3. In case of delayed take-over of goods by the fault of the buyer the guarantee period starts on the day when the delay occurred. 

11.4. The general guarantee for products from our sales program is 12 (twelve) months unless specified otherwise on the product or in the invoice. 

11.5. The guarantee is bound by conditions defined in the Guarantee certificate and on the product itself. The conditions are available on the bottom of the website www.vidadria.com.  

12. ViD Adria B2B web application

12.1. The Seller shall give the buyer access to stock checking as well as product prices and conditions, specified in the special sales conditions between the buyer and the Seller in the B2B order web application. This is an application for purchasing products from the Seller’s program by B2B web shop ViD Adria. The use of B2B web shop is free of charge. 

12.2. Sales procedure is based on web shop general business conditions, available online. 

12.3. By signing the special sales conditions between the Seller and the buyer, the Seller assigns the buyer username and password. The Seller reserves the right to occasionally change the password for security reasons and forwards it to the buyer. 

12.4. The buyer is obliged to determine the person responsible for communication with the Seller (company administrative assistant), who gives authority to other employees in the buyer’s company. Each unauthorized forwarding of password can lead to permanent loss of B2B access. The list of users is determined by special sales conditions between the Seller and the buyer. 

12.5. The buyer determines the delivery address with special sales conditions. This address is permanent and can be changed only with prior notice. 

12.6. Payment conditions and shipping costs are equal to conditions, determined in the special sales conditions between the Seller and the buyer or this General sales conditions. 

13. Sold out products

13.1. It can occur in certain cases that the Seller cannot deliver a particular product because it has been sold out. In this case, the Seller can offer an alternative product to the buyer. The Seller is not liable for the consequences of such cases. 

14. The return of the goods and reclamations

14.1. These General sales conditions shall regulate contractual relationships between the company ViD Adria d.o.o., Rakovnik 34, 8232 Šentrupert (hereinafter referred to as the Seller) and buyers of goods and products from its sales range (hereinafter referred to as goods). In accordance with the Consumer Protection Act, the buyer is entitled to withdraw from the purchase without any reason. The buyer has to inform the Seller about this per e-mail to office@vidadria.com in 14 days from the take-over of the goods. The returned goods have to be sent to the Seller’s address together with a filled-out Reclamation form/return of goods which is available on the website www.vidadria.com. Without the filled-out form the return of goods is not possible. The right to return the goods is reserved only for the direct recipient of the goods. The Seller reserves the right to charge the buyer 10% of the value on the invoice, upon prior approval, for the return of the goods from the Seller’s regular stock.

14.2. The buyer shall complain about any visible defects immediately or within eight days after the receipt of goods. Rules on goods investigation and complaining about defects remain valid in commercial traffic. When no complaints are made within eight working days after the receipt of the goods at an agreed destination, the goods shall be considered accepted.  

14.3. A report on transport damages should be made and signed by the transporter and the recipient of the goods. The damaged goods should be photographed before or during unloading at the latest. The buyer or the recipient of the goods has to follow the Seller’s instructions during unloading. By signing the goods receipt by the delivery service, the buyer confirms that they received the goods undamaged. The buyer should send the Reclamation form/return of goods which is available on the website www.vidadria.com, together with photographs and a filled-out report on transport damages, within 48 hours at the latest. Without the documents stated above, the buyer is not entitled to replacement of items or repayment. More information on reclamations is available under Guarantee conditions at the bottom of the web page www.vidadria.com.  

14.4. The buyer has to return the goods undamaged, in original and undamaged packaging and in the same packing amount as purchased. In case of reclamation, the goods should not have any other damages as the one specified in the Reclamation form/return of goods. The goods have to be returned at their expense within 14 days from the date when the buyer informed the Seller about the return. The buyer can choose between repayment or replacement of the items. The repayment shall be returned to the buyer’s bank account within 14 days from the receipt of the returned goods. The bank account, to which the repayment is settled, should be sent to the Seller in written form. 

14.5. Custom made goods, manufactured upon a written confirmation, can be returned by the buyer only after prior approval and under special agreed conditions, unless in case of damage or operation failure. The Seller charges the buyer any additional costs that occurred in the process of returning the custom–made goods that are usually not in stock in the Seller’s company. 

15. The validity of this general conditions

15.1. These general conditions apply from 7th May 2020 until revocation. 

Responsible person: 

ViD Adria CEO 

Damjan Zupančič 

Rakovnik, 7th May 2020