General Terms and Conditions

I. Field of application

These general terms and conditions of Prosan's business apply, unless otherwise specified, to all purchase and work and material contracts and other orders (orders) between Prosan and customers who are consumers in accordance with the Consumer Protection Act (ZVPot), the Personal Protection Act data (ZVOP-1) and the Electronic Communications Act (ZEKom-1). (Buyer). Different general terms and conditions of the buyer are not recognized, even if they are not expressly contradicted.
The general conditions also apply to future business relations with the same customer, even if they are not expressly agreed upon. Unless otherwise specified, the general terms and conditions apply as amended at the time the customer places the order, or in the latest version published in text form.

II. Termination of contract

Prosan's offers are subject to change, unless they are explicitly defined as binding in the text of the offer. The order placed by the buyer is considered a binding contractual offer, which remains valid for at least 8 days without deviation. The contract comes into force only if Prosan provides the customer with a written (including text form) confirmation regarding the order.
Prosan undertakes a warranty for end consumers only in accordance with a separate warranty statement marked as such.
Documents such as pictures and drawings submitted by Prosan as part of the contract negotiation phase, as well as technical information and specifications produced by Prosan, are binding. Technical, construction or other changes to the order or work are permitted if and to the extent that they make sense for the buyer.
Individual agreements, including trade terms, take precedence over general terms. A written contract or written confirmation by Prosan is essential for the content of these agreements.

III. Scope and place of supply, transport and transfer of risk

Ex-works delivery or delivery to another Prosan shipping location disclosed to the buyer is usually agreed upon and this location is the place of delivery and any additional delivery. The risk is transferred to the buyer at the latest when the product is shipped. If the delivery is delayed due to the behavior of the buyer or due to circumstances beyond Prosan's control, the risk is transferred to the buyer after receiving notification that the products are ready for shipment.
Unless otherwise specified, the buyer must take out travel insurance, at his own cost and expense, based on the usual conditions of transport insurance, covering the risk of transporting the product that is part of the order from the place of shipment to the agreed destination. The buyer bears the transport costs in accordance with point V.5.
In the event that an agreement on trade terms is reached, the latest version of Incoterms is used.
Prosan is entitled to partial deliveries and invoices at an acceptable level before the expiry of the delivery period.
If the delivery or shipment of the delivered item is delayed at the buyer's request or due to circumstances for which the buyer bears the risk and responsibility, the buyer must reimburse Prosan for the costs incurred due to the storage of the item and accrued interest from the capital invested for the delivered item. In the case of storage at Prosan, the eligibility is at least 0.5% of the still outstanding invoice amount for each remaining month, starting with the month after receiving notification that the products are ready for shipment. The customer still reserves the right to prove that no damage or significantly less damage has occurred. After Prosan has determined a proportional delivery period and after the unsuccessful expiration of this period, Prosan has the delivered product for another purpose and delivers a replacement product to the customer within a reasonably extended period or withdraws from the agreement.
Prosan will ensure that the products sent by Prosan to the buyer will comply with the laws and regulations of the country / countries designated by the buyer. If the buyer - after receiving the products - exports the products to third countries, the buyer must ensure that the products comply with the applicable local laws and regulations of those countries. However, if the buyer chooses to export the products to third countries, the buyer is solely responsible for all liability arising from non-conformity of the products.

IV. Delivery deadline and disruptions in operation

The terms of delivery come into effect no later than upon receipt of all documentation necessary to determine the content of the order, if the buyer must obtain this documentation in accordance with the agreement and upon receipt of the deposit. The delivery deadline is taken into account if the shipment is dispatched within the deadline and the buyer has been informed that the products are ready for shipment.
Delivery deadlines are extended in the event of circumstances for which Prosan or its suppliers are not responsible and which do not have a significant impact on the production or delivery of the product (e.g. labor disputes, force majeure and other operational failures beyond the customer's control) for the duration of the operational disruption. Prosan is obliged to inform the customer about the expected duration of operational disruptions and to indicate a new delivery date. If the product cannot be delivered within the new delivery period, both parties have the option to withdraw from the contract in whole or in part; any payment already made by the buyer is immediately refunded. The rights to demand compensation in lieu of performance in accordance with point X. and the legal rights of Prosan, especially if the customer is no longer obliged to fulfill its obligations (e.g. due to impossibility), remain unchanged.
The conditions for late delivery are based on statutory provisions regardless of existing regulations. Nevertheless, in all cases a written warning is required from the buyer.

V. Prices and ancillary costs

Delivery takes place at current prices when the contract is concluded in accordance with Prosan's order confirmation. All prices apply to the location ex works / shipping. All prices are expressed in Euros unless otherwise stated, and other additional costs (e.g. installation and instruction costs), statutory value added tax and other statutory fees (e.g. duties, fees) are disclosed at the current rate.
Prosan reserves the right to increase the fixed prices for a period of more than 4 months if costs increase after the conclusion of the contract, especially those due to collective wage agreements, market costs or material price increases. These prices are proven to the customer at his request.
Prosan calculates a minimum quantity surcharge of EUR 10 for an order value lower than EUR 50. Purchase quantities that are smaller than the intended packaging units are processed with an additional payment of 10% on the net value of the product.
If the delivery is made to a third party, a surcharge of 10% is calculated on the net value of the product.
Orders with a net value of the product exceeding EUR 750 are shipped with transport, and transport costs for a net value of the product below EUR 750 are charged to the customer on the invoice. Express costs and fees for shipments of goods are always paid by the customer.

VI. Payment and default

As specified in the invoice, payments must be made without deduction immediately after receipt of said invoice and delivery of the product to Prosan. Prosan, however, is authorized to make the relevant delivery at any time, in whole or in part, before prepayment. The provision on this comes into force at the latest upon confirmation of the order. Prosan expressly reserves the right to accept checks. Checks are only accepted on account of payment and are considered payment only if honored. All payments are made free of charge. Buyer bears discount, collection and other bank charges for checks without express consent. Payments are initially offset against costs, then interest, and then used to pay off the oldest principal debt.
In case of delay, late interest is calculated at the legal interest rate, which amounts to at least 9% per year; it is still possible to provide proof of minor damage at the statutory interest rate level.
The buyer is entitled to set off claims or rights of reservation in connection with Prosan's claims only if the counterclaim is undisputed or a final decision has been made. This does not apply if the counterclaim relates directly to the main obligation of Prosan from the same agreement.
The transfer of claims must be approved by Prosan.
If, after the conclusion of the contract or the delivery of the product, it turns out that the buyer is not or is no longer creditworthy, e.g. enforcement measures are initiated against him, due invoices are not paid despite reminders or there is any other deterioration of the capital, Prosan may immediately enforce claims that are not yet due or such claims for which a check is guaranteed. In these cases, Prosan may request an advance payment, collateral or delivery, which will only be made by cash on delivery for the product that has not yet been delivered. If the buyer does not comply with the request within the statutory deadline, Prosan may withdraw from the contract.

VII. Title Retention

Prosan retains ownership of the delivered product until all claims arising from the business relationship with the customer at the time of the conclusion of the contract are settled, including all claims from further contracts, multiple orders or spare parts orders arising at that time. If the value of all security rights to which Prosan is entitled exceeds the value of all secured claims by more than 10%, Prosan will release the corresponding part of the security rights at the buyer's request.
If the buyer acts contrary to the contractual obligations, especially in case of late payment, Prosan has the right to take back the reserved product. In the event that Prosan takes over or confiscates the reserved product, it is not possible to withdraw from the contract, unless Prosan expressly confirms this in writing. Prosan is authorized to sell the product and the proceeds from the sale must be considered for the buyer's obligations, less the incurred usage costs. The buyer is obliged to handle the reserved product with care and store it separately from other products. This product is also obliged to insure against damage by fire, water, storm, robbery and theft at its own expense at the new value. All security claims arising in the event of loss are assigned to Prosan. If maintenance and inspection work is required, the buyer must carry out this work on time and at his own expense.
The customer may neither pledge the reserved product nor safely transfer it. In the event of seizure or other interventions by third parties, the buyer must immediately notify Prosan in writing and provide him with all the information and documentation necessary to preserve the rights of Prosan. Executors or third parties must be informed of the ownership of Prosan. If the third party is unable to reimburse Prosan for the court and extrajudicial costs of the third party's proceedings, the buyer is responsible for Prosan for damages incurred when asserting further claims due to damage, alteration or destruction of the object.
The customer may sell and/or process the reserved product in the ordinary course of business, provided that Prosan does not assert any rights arising from retention of title over the customer. The buyer must assign to Prosan all claims up to the final amount of the invoice, including value added tax, accrued from resale to its customers or third parties, regardless of whether the product was resold with or without further processing. Prosan accepts the task. In the case of a current account relationship between the buyer and his client, the claim assigned by the buyer to Prosan in advance also refers to any recognized outstanding balance, and in the case of the client's bankruptcy, to the "causal" balance that exists at that time. The buyer can even collect claims after the resignation. This does not affect the right of Prosan to collect the claim itself. Prosan will not collect the claim itself, if the buyer fulfills his payment obligations arising from the collected proceeds, is not late with his payments and there is no application for the initiation of insolvency proceedings.
The buyer is obliged to provide Prosan with an accurate list of the claims to which he is entitled, with the name and address of the customer, the amount of each claim, account information, etc., to provide Prosan with all the information necessary to exercise the assigned claim to enable an assessment of this information and discloses the assignment to customers.
Buyer now agrees that persons authorized to collect the Reserved Product may enter the property or building in which the Reserved Product is located on foot or in a vehicle in order to collect the Reserved Product.
The customer always processes or transforms the product for delivery to Prosan. If the item is processed with other items that do not belong to Prosan, Prosan becomes co-owner of the new item in the ratio between the value of the delivered item and other processed items at the time of processing. Goods produced by processing are subject to the same rules as the delivered item, for which the right of ownership must be retained. If the thing is processed, mixed or combined in such a way that the buyer's item is considered the main item, it is considered agreed that the buyer assigns proportional co-ownership to Prosan. The buyer assigns exclusive ownership or co-ownership resulting from this to Prosan.

VIII. Error claims - statute of limitations

Buyer's rights are governed by statutory provisions in the event of material and proprietary defects, unless otherwise specified below. Special legal regulations for the final delivery of products to the consumer will not be affected (supplier recourse in accordance with the Consumer Protection Act (ZVPot)); the regulations from point X are used for the compensation of damages in the event of recourse by the supplier.
The buyer can assert claims for defects only if he correctly fulfills the statutory inspections and claims obligations.
If the delivery item is incorrect, the buyer has the following rights:
a) Prosan is obliged to correct the error and will do so at its own discretion by correcting the error through repairs or by delivering the product without errors.
b) If the elimination of errors is not successful, the buyer has the right to withdraw from the agreement or reduce the purchase price. Termination is excluded if the breach of Prosan's duty is only of a minor nature. The buyer is also entitled to claim compensation or reimbursement of costs incurred in vain in the event of errors exclusively in accordance with the provisions of point X.
c) The correction of the error does not include either the improvement of the defective product or the installation of a new or repaired product, unless Prosan was initially obliged to include a new or re-paired product.
d) Prosan covers the costs of inspecting and correcting the error, especially labor and material costs (not: expansion and integration costs and costs of transporting the product to the place where the error needs to be corrected), if the error actually occurred. Prosan may otherwise demand compensation from the buyer for costs (in particular inspection and transport costs) arising from an unjustified request to correct the defect, unless the absence of a defect was obvious to the buyer.
e) The buyer must inform Prosan of the time and equipment required to carry out the repairs and replacement deliveries requested by Prosan. Prosan is exempted from responsibility for the resulting consequences. If the customer specifically requests the dispatch of a technician or work outside normal working hours for operational reasons that involve additional costs for Prosan, he must cover the additional costs incurred as a result (e.g. overtime surcharges, longer travel distance).
f) Replacements and improvements are guaranteed to the same extent as for the original item, but with a term until the end of the warranty period for the original item.
The buyer is solely responsible for damage resulting from natural wear and tear, improper or improper use, improper assembly or commissioning by the buyer or a third party, improper or negligent handling, excessive use, improper operating equipment, or chemical, electrochemical, or electrical influences, if: Prosan is not to blame for this.

IX. Returns

As a general rule, products delivered by Prosan are not taken back, unless the buyer is entitled to compensation (e.g. due to cancellation in case of unsuccessful subsequent delivery).
If Prosan is willing to accept an exception and take the product back, an appropriate fee (usually 25% of the net value of the product) will be charged for this under the relevant agreement. The transport risk and transport costs are borne by the buyer.

X. Liability for damages

Prosan is liable for damages in accordance with statutory provisions, unless otherwise stated below. In case of breach of duty - regardless of the legal reason - Prosan will be liable for intent and gross negligence. Prosan is only liable in cases of simple negligence
a) for damage resulting from loss of life, bodily injury or damage to health an
b) for damage resulting from a material breach of important contractual obligations (obligations that must be fulfilled before the contract is properly executed and which the contractual partner can routinely trust to be fulfilled); however, liability in this case is limited to compensation for normally foreseeable damage.
The above limitations of liability also apply to the benefit of employers, employees, representatives and assistants of Prosan. Claims are only subject to legal regulations in accordance with the Slovenian Product Liability Act.
Exclusions or limitations of liability do not apply if Prosan has not disclosed the error with fraudulent intent or has provided the condition of the goods.

XI. Termination of the sales contract

If the purchase contract is canceled (e.g. due to the resignation of one of the contracting parties), the buyer is obliged to return the delivered item to Prosan in advance, regardless of any other development in accordance with the following provisions. Prosan is entitled to pick up the shipment from the buyer's premises.
Prosan can also demand from the buyer an appropriate payment for the deterioration or destruction of the delivered object or for the delivered item, which represents the risk and responsibility of the buyer that it will not be returned.
Prosan may also request payment for the use of the supplied product if the value of the supplied product has decreased between the completion of the installation and its direct return by Prosan. This reduction in value is calculated from the difference between the total price specified in the order and the present value calculated from the proceeds of the sale or, if the sale is not possible, from the assessment of a sworn authorized expert.

XII. Allocation

The transfer of rights and/or the transfer of the buyer's obligations specified in the agreement is not permitted without the written approval of Prosan. .

XIII. Export Control Regulations

Shipments may be subject to export control regulations of the Republic of Slovenia, the European Union, the United States of America or other countries.
If the delivered item is later exported abroad, the buyer is responsible for complying with the legal provisions.

XIV. Jurisdiction and applicable law

For these general conditions and the contractual relationship between the contracting parties, apart from customary international law, in particular UN procurement legislation, the law of the Republic of Slovenia applies. Choice of law also applies to non-contractual obligations that are closely related to this agreement. Scope and scope also determine choice of law in accordance with statutory provisions.
Maribor (Slovenia) is agreed as the exclusive court of jurisdiction for agreements with buyers who are based in a member state of the European Union. The place of arbitration is Madrid, Slovenia. The procedural law of that place shall apply if the arbitration rules do not contain relevant provisions. The arbitration procedure is conducted in the Slovenian language. The validity of this arbitration agreement may also be decided by an arbitral tribunal.