General terms and conditions of purchase
1.1 General conditions are valid exclusively and as a whole, and the EXTREME d.o.o. company (in the further text “EXTREME”) do not acknowledge any eventual general conditions of the supplier except if otherwise agreed upon in written form. General conditions are further valid in case the EXTREME accepts or pays for the goods or services of a supplier in spite of the fact that the EXTREME has knowledge of eventual different general conditions of the supplier.
1.2 These general conditions are applicable in all future business dealings between the EXTREME and the supplier.
2.1. Orders, and recalls, as well as changes in these are to be submitted in written form. Orders and recalls can be also given per e-mail.
2.2. Any eventual oral agreements are to be confirmed by the EXTREME in written form otherwise such oral agreements are deemed invalid. The same goes for all oral agreements after the conclusion of the order, especially for those changing or supplementing the contract resp. these general purchase conditions.
2.3. The supplier must confirm the orders and the delivery dates. Only due to changes in demand, order level may change and an amended delivery schedule will be issued and must be confirmed by the Supplier, otherwise the latest issued document will be binding.
2.4. In case the supplier does not confirm an order within 7 days after receipt, EXTREME is no longer bound to its order. Delivery recalls are binding in case supplier does not object to the recall within 3 days after receipt of recall.
- Deliveries of goods and realization of services
3.1. Goods and services are delivered according to the individual order in accordance with the price, specifications, drawings and other documents agreed between EXTREME and the Supplier. Supplies deviating from the order must be approved in writing by EXTREME.
3.2. Agreed time-limits for deliveries of goods and services shall be binding. If delays are expected or occur the Supplier shall immediately notify us in writing. In case supplier expects resp. is familiar with certain circumstances impairing the punctuality of its delivery, deviations from agreed upon quality of goods/services resp. other circumstances possibly endangering successful realization, the supplier is to inform the EXTREME in writing on the matter immediately. Despite the acceptance of the delayed delivery, the EXTREME retains all rights appertaining to the company in case of delayed delivery. EXTREME has the right to reject partial deliveries except if otherwise agreed upon.
3.3. In case of Supplier’s delivery delay, EXTREME has the right to refuse acceptance or cancel the order/recall. In such an event, the Supplier shall waive the right to any compensation claims.
3.4. In case the supplier does not prove otherwise, the data as determined by the incoming control of the EXTREME apply for quantity, weight, and dimensions.
- Execution of deliveries
4.1. Delivery call-off orders shall be binding with regard to the nature and quantity of the goods ordered and the delivery time. Part-deliveries shall require consent of the EXTREME.
4.2 The Supplier shall ensure that the goods and services are free of any defects and that the agreed specifications and the generally accepted technological standards have been complied with.
4.3 All deliveries must be accompanied by the invoice and delivery note stating EXTREME’s order/call-off number as well as details of the nature and quantity of the contents.
4.4 If reusable packaging is used, it shall be provided on loan. Return of the reusable packaging shall be carried out on the Supplier’s account and risk. If as an exception EXTREME take over packaging costs, these costs shall be calculated on basis of verifiable net costs.
5.1. Provided that order quantities remain in the same range, prices shall not be increased for the first 12 month after delivery of the same good. They shall include all expenses in connection with the goods and services provided by the supplier.
5.2. Changing the price after sent order or within the first 12 months after the delivery of the same good, due to increased supplier’s costs, including but not limited to general costs, labour or material costs, is not acceptable.
- Invoices and payments
6.1. It is mandatory that invoice is accompanied with each delivery or sent by email at shipment. The invoice must contain the date and number of the order, the date and number of the invoice, tax number of the supplier, tax number and exact address of the buyer. The VAT number must be shown separately in your invoice.
6.2. The Supplier’s entitlement to payment shall be due 60 days unless otherwise agreed in writing, and after the receipt and acceptance of the goods and the invoice. Payment shall be deemed to have taken place on the day when EXTREME’s bank has received the transfer order.
6.3. Payment of the invoice does not mean that the delivery/service was realized in accordance with the order. In case there are failures detected in goods/service, EXTREME may, without prejudice to their other rights, withhold payment of a proportional invoice amount until said failures are eliminated resp. a final agreement is made with the supplier.
6.4. The cession of any claims against us to third parties shall require our consent, otherwise shall be excluded.
Supplier gives a 24-month warranty, except when a longer warranty period is determined under the law. The warranty term begins with delivery and acceptance of the material/service by EXTREME.
- Hazardous substances
Supplier ensures that the goods delivered comply with all regulations from the field of environmental and health protection valid in the EU.
9.1 The Supplier shall be committed to continuous application or plan for implementing, in the near future, a certified quality management system, e.g. ISO 9001, ISO 13485or similar, and provide the goods and services in accordance with that quality management system (QMS).
9.2 Once a good or service have been approved for purchase by us no alterations in any aspect, may be done without our written approval.
9.3 Any variations from the approved good or service may lead to a claim of defect. Notice of defects and liabilities are further described the next three clauses.
- Notice of defects
10.1 Quantity and quality examination of incoming goods will take place according to EXTREME Input Quality Assurance processes. If later on, hidden defects are identified, these will be notified as soon as they are detected according to the circumstances of the orderly course of business. Suppliers waive the objection of delayed notification for all defects notified to you within 14 days after detection.
10.2 In case supplier does not introduce measures for eliminating of failures immediately after the failure notice is submitted, especially in emergency cases (as production stop or major damage is to be prevented), EXTREME has the right to eliminate the detected failures on itself or through third parties, while all thereof resulting costs are to be covered by the supplier.
10.3 If EXTREME return defective goods to the Supplier, EXTREME shall be entitled to debit back to it the invoice amount and full transportation costs paid. Additionally, if defective goods exceed 10% of the delivery, EXTREME reserves the right to add a plus lump sum for expenses of 5% of the price of the defective goods. Supplier’s right to proof lower or no expenses shall be reserved.
10.4 All costs and damage resulting from failures in goods/services are carried by the supplier. In case customers of the EXTREME return products manufactured by the company due to failures in goods/services or if the price of products is reduced or if EXTREME is impaired in any way, EXTREME has the right to claim repayment of all such damage from the supplier while the terms for failure rebuke need not be considered.
- Liability for defects
11.1 Defective deliveries must be replaced, at the Supplier own expenses, including all transportation costs, without delay, by deliveries that are free from defect; faulty services must be repeated faultlessly.
11.2 If the Supplier fails to remedy the defect within an additional reasonable period of grace agreed, EXTREME shall be entitled at EXTREME own discretion to cancel the order, or reduce remuneration. In those cases, compensation claims shall be excluded.
- Repeated default
If, after receipt to a warning letter, the Supplier is again late in supply in essentially identical or similar goods or services, or such goods or services are again defective, we shall immediately be entitled to cancel the order. In this case we shall been titled to cancel with immediate effect any orders which at this point in time have not yet been delivered, without considering any compensation to you for these reasons.
- Provided material
13.1 Materials that EXTREME provides shall remain his property. The Supplier shall store them free of charge with due care and diligence. It shall keep them separate from its property and mark them as EXTREME property. They may only be used to implement EXTREME order.
13.2 In the event that the Supplier processes or transforms the materials provided, this shall be done for EXTREME. EXTREME shall become the direct owner of the resulting new products. If the materials provided only constitute a part of the new objects, EXTREME shall be entitled to ownership of the new objects on a pro rata basis according to the value of the materials provided and contained therein.
14.1 The Supplier shall ensure that all information that is not public is kept confidential, in particular, but not limited to, samples, drawings, templates, models, tools, documents, regulations for control, norms, gauges, software and information on other data carriers, which we have made available to the Supplier pursuant to or in connection with our business relationship. It shall not pass these on to third parties or duplicate them unless is absolutely necessary for fulfilling its contractual obligations and always ensuring that any third party having access to our confidential information will comply with these terms and conditions.
14.2 Supplier shall keep as business secret all business and technical documents made available to it on part of the EXTREME (including know-how from these documents). The obligation of the confidentiality lasts for the entire duration of business cooperation between supplier and EXTREME as well as after termination of this relation up to the moment this info becomes public good, however at least for 15 years after termination of cooperation. The exclusive proprietor of submitted documents and info remains EXTREME. Without any prior written consent, supplier must not forward this info or documents to third persons. Upon request of EXTREME, supplier shall immediately return all received documents (including all eventual photocopies). EXTREME reserves all rights to and from the submitted info and documents (including industrial property right).
14.3 Supplier must not supply third parties with products it made on basis of documents (drawings, samples, etc) or by means of tools made available to it by EXTREME and must not use such products for proper need.
14.4 EXTREME shall retain the right of ownership and all copyrights in the information and objects which are disclose to the Supplier pursuant to or in connection with our business relationship.
- Industrial property rights
The Supplier represents and warrants that its deliveries do not infringe any industrial property rights and copyrights of third parties. It shall indemnify EXTREME and EXTREME’s customers from all claims arising from the use of such industrial property rights or copyrights.
- Conflict solving
16.1 All potential disputes that may arise in connection with the conclusion, infringement, termination and legal relations arising from this Agreement shall be settled by mutual consent.
16.2 The place of settlement of all disputes arising under this Agreement and any deliveries made pursuant to this Agreement shall be the court of the place where the EXTREME headquarter is located or, for legal actions by EXTREME, each competent court.
16.3 The applicable law is the law of the Republic of Slovenia, with the exception of its international provisions of conflict rules and with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Force majeure
The seller and the buyer are not responsible for the legal consequences of an agreement breach of the contract if the agreement breach of the contract occurred due to events of force majeure. For the circumstances of force majeure, events that occur after the conclusion of the contract shall be considered as unforeseen and unforeseen events, which the Slovenian court recognizes as a force majeure.
18.1 Should any of the clauses of these General Terms and Conditions be wholly or partially invalid, the validity of the remaining clauses or parts thereof shall not be affected. The parties will replace the invalid determination with a valid one, which in terms of economic terms will most closely approximate the original purpose of the parties.
18.2 In case it is determined that any person offers or gives any undue advantage to any of EXTREME representatives on behalf of or for the account of the Supplier to obtain any business from EXTREME, or to conclude any open business under more favourable terms and conditions, then EXTREME reserve the right to cancel any business relationship. In such cases, the Supplier shall waive the right to any compensation claims.
18.3 These General terms and conditions of purchase are published on the homepage of the EXTREME at http://www.extreme-slo.com and are valid since December 1st, 2017.