General Terms and Conditions of Purchase

 

I. GENERAL PROVISIONS

  1. These General Purchasing Conditions constitute the legal basis for the conclusion of legal transactions between suppliers and Marovt d.o.o. (hereinafter referred to as “the Customer”) for the purchase of equipment, materials, products and services (hereinafter referred to as “the Goods”) for the performance of its ordinary activities. The General Purchasing Conditions shall apply to all types of orders and contracts. They shall apply from the date of confirmation and acceptance of the order or signature of the contract. In the event that the Supplier neither confirms the order in writing within three days of the order being issued nor rejects the order in writing, the order shall be deemed to have been confirmed and accepted. The Purchaser reserves the right to lay down specific conditions in an individual order or contract (hereinafter referred to as ‘the Order’) which, in the case of this Order, shall prevail over the General Purchasing Conditions.
  2. The Purchaser shall issue the Purchase Order for the supply of the Goods on the order of and for the account of the Company issuing the Purchase Order. The Customer shall program the deliveries and pay the invoices for the orders.
  3. Acceptance of an order shall also constitute acceptance of the Purchaser’s Conditions of Purchase and shall preclude any other instruction or agreement not confirmed in writing by the Purchaser.

 

II. PENDING ORDERS – DELIVERY CALL-OFF

  1. Certain goods whose consumption is regular may be the subject of an open order specifying the goods, the place of delivery, the price, the quality and other conditions of purchase (packaging, transport, etc.) and, for information purposes only, the total estimated quantities for a given period. The dates of specific deliveries and quantities shall then be set out in recalls.
  2. Orders and recalls of deliveries, amendments and supplements thereto shall be in writing. They may be transmitted by remote transmission (e.g. fax, e-mail, EDIFACT) or by machine-readable data media.
  3. The Customer may, in so far as it is permissible under the circumstances (in proportion to the possibilities), require the Supplier to make changes to the design and construction of the Deliverable. In this case, the parties shall contractually regulate the consequences (impact), in particular with regard to additional or reduced costs, as well as the delivery dates.
  4. In the case of an open order for materials and products required in the production process of the Customer, the Supplier shall establish, maintain and replenish a safety stock at its own expense. Unless otherwise specified, the safety stock shall correspond to a delivery quantity of 10 working days. The Customer reserves the right to check the safety stock.

 

III. DELIVERY, DELIVERY DATES AND QUANTITIES

  1. The Supplier shall deliver the goods ordered to the destination specified by the Customer in accordance with Incoterms 2020.
  2. All consignments must be accompanied by a delivery note containing the following information: consignee of the goods, address of the consignee, supplier’s and customer’s commodity code, state of variation, number of pieces and packing units, net/gross weight for each item on the delivery note, total net/gross weight, name of the goods, order number and, where applicable, special markings. In the case of imports from EU Member States, the delivery note must also indicate the origin of the goods and the 8-digit tariff code.
  3. The agreed delivery times and quantities are binding on the Supplier and form an essential part of the order. The delivery periods specified for each stage in orders, recalls and delivery plans shall relate to the goods delivered to the factory or to the designated place of unloading” and shall be strictly observed. These time limits may be modified by the Purchaser on the basis of subsequent recalls or delivery schedules, depending on requirements.
  4. The Supplier undertakes to inform the Purchaser immediately of any impediment which may cause delay or which may affect the quantity of the supplies ordered. The communication sent shall not exclude the consequence of delay.
  5. In the event of delay, manifest failure to deliver or other breach of the Purchase Conditions, the Customer shall have the choice between the right to require performance of the order and the right to withdraw from the order or part of the order and, at the Supplier’s expense, to have the workmanship transferred to another Supplier, in any event the Supplier shall be liable to compensate the Customer for the damage suffered.
  6. Force majeure, labour disturbances other than strikes directly at the Supplier, governmental actions and other unforeseeable events which cannot be prevented and which are independent of the will of the parties and are not the result of a fault of the parties shall relieve the contracting party of liability for the consequences which would have arisen for the duration of these circumstances. The party invoking these circumstances must inform the other party immediately or, at the latest, within 2 days of the occurrence or cessation of these circumstances and will be obliged, at the request of the other party, to provide proof of the facts invoked. The contracting party must adapt its obligations in good faith to the changed circumstances.

IV. ORDER CANCELLATION

  1. The purchaser may cancel an order and assert claims for every non-fulfillment of conditions, especially in case of repeating delays of deliveries and repeating poor quality of products.
  2. The supplier can be evaluated in some fields by the purchaser and an insufficient evaluation is a sufficient reason for the order cancellation.
  3. As a matter of fact, the purchaser may cancel an order at any time without any reason. The order cancellation shall be submitted in writing, the last delivery shall be carried out three months after the cancellation.

 

V. ORIGIN OF GOODS

  1. The supplier shall ensure that the goods supplied have the status of goods originating in the pan-European diagonal cumulation countries. In the event of a different origin, the Supplier shall notify the Customer and obtain the Customer’s approval for the supply of the goods of a different origin.
  2. The Supplier undertakes to provide the Customer, without delay, with proof of the preferential origin of the goods, or with such authentic evidence as the Customer may deem necessary, if so requested by the Supplier.
  3. Proof of preferential origin shall be furnished by means of a supplier’s declaration as prescribed in Council Regulation (EC). It may be furnished for each consignment of goods or by means of a long-term declaration. The supplier shall immediately notify the purchaser when the long-term supplier’s declaration is no longer valid for the goods supplied. The Supplier shall be liable for damages suffered by the Purchaser as a result of incorrect or late submission of the declaration. If necessary, the Supplier shall be obliged to prove its information concerning the origin of the goods.

 

VI. PACKING, PACKAGING, TRACEABILITY

  1. Unless otherwise agreed, the Supplier must pack and dispatch the Goods in accordance with generally accepted practices. At the request of the Customer, the Supplier shall be obliged to dispatch the Goods in suitable packaging in accordance with the Customer’s instructions. The Supplier shall be liable for any damage resulting from defective or incorrect packaging.
  2. The Supplier shall ensure the traceability of the goods supplied and shall mark the packaging units with the following information: supplier, material code, dimension, batch, quantity, packaging unit number, date of manufacture or as specified in the order.

 

VII. ACCEPTANCE

  1. Inspection and acceptance of the goods shall take place at the Customer’s factories, subject to agreement on acceptance of the goods. The signature or seal of release shall not be construed as final acceptance. Unsuitable or defective deliveries shall be returned by the Customer to the Supplier at the Supplier’s expense. The Customer reserves the right to request compensation for such defective deliveries, which shall be invoiced under the same conditions.
  2. The Customer and the Supplier shall separately agree on one of the following forms of acceptance: conventional acceptance, acceptance under “Certificate” or acceptance under the Supplier’s product quality assurance (AQP). In all cases, the Customer shall carry out random tests, systematically checking quantities, accompanying reports, condition of packaging and labelling.
  3. In the event of rejection, repair or mandatory sorting in excess of a certain percentage depending on the type of goods, the Customer reserves the right to charge the Supplier for the costs of treatment, repair or sorting or, at its discretion, to request a reduction in the price or to require the Supplier to rectify the defects itself.
  4. The Supplier shall assume full liability for costs incurred as a result of deviations from quality attributable to the Supplier, whether incurred by the Customer, the Customer’s customer or the end user. The costs resulting from the failure to meet the quality requirements are: a flat-rate of €150 at the time of the complaint and the actual costs related to the quality problem (jam, screening, repair).
  5. In the event of a complaint, the Supplier shall, within 24 hours of receipt of the complaint report by the Customer, proceed to rectify the defect complained of and shall rectify it free of charge immediately or within the shortest possible time specified in the order or complaint. Complaints shall be resolved in accordance with Procedure 8D, which shall be strictly complied with by the Supplier. The deadline for the final 8D report and the completion of all actions shall be 10 working days from the date of the complaint. The Customer shall have the right to withhold payment of invoices for services rendered or to set off the obligation to pay for damages against its obligation to the Supplier in the event that the Supplier fails to remedy the defect within the time limit set and to pay for the damage caused.

 

VIII. PRICES

  1. The price shall take into account all elements, circumstances and particularities relating to the studies, manufacture, installation and proper functioning of the equipment ordered or relating to the smooth performance of the service. The Supplier is fully aware of the place of delivery, the obligations, the time period and the deadlines for its performance and shall not be entitled to claim any payment of costs, damages or refunds in excess of the price set out in the Purchase Order.
  2. The price of the goods ordered shall be fixed in each individual order, in the annual overall order or by contract. The price fixed in the order shall be final and may not be changed, except in the event of a substantial change in the business, in which case one of the parties may make a proposal or request to the other for a change in the price. A change in price may be made only by mutual written agreement.

 

IX. PRODUCTIVITY

  1. The Supplier undertakes to use its best endeavours to improve its own and its sub-supplier’s products and processes and to focus its efforts on cost reduction and, for repeat purchases, to recognise annual productivity to the Customer in this respect.
  2. The Supplier undertakes that all processes related to the performance of this Agreement shall be carried out exclusively by qualified and competent persons who possess the relevant knowledge, experience and professional competence necessary for the quality and professional performance of the agreed services or tasks. The Supplier undertakes to ensure that all persons involved in the performance of the processes receive regular additional training in accordance with the applicable standards and requirements of the Customer.
  3. The supplier shall ensure that persons involved in the process are adequately informed of their contribution to the conformity of the product or service and their impact on the safety of the product.

 

X. INVOICING

  1. Invoices must comply with the requirements of the Companies Act and the Value Added Tax Act of the Republic of Slovenia and contain the following information: order number, commodity code, change status, delivery note number, delivery point and, in the case of imports from EU Member States, the 8-digit tariff number and parity in accordance with the order and the Incoterms 2020 standard.
  2. The Supplier shall invoice Marovt d.o.o. Stranice 55, SI-3206 Stranice, SI59469803, accompanied by a copy of the relevant minutes signed by the Supplier and the Customer: minutes of approval of documentation, delivery note or delivery note, minutes of functional acceptance of the equipment. Invoices shall be issued electronically in XML and/or PDF format to e-invoice@marovt.com and shall not be sent in conventional paper format. The date of the minutes shall be deemed to be the date on which there are no objections to the minutes from the Customer.
  3. The Customer must receive the summary invoice no later than the 8th of the month for the previous month, or as required by law. Failure to do so shall result in the date of the obligation, and therefore the currency of payment, being postponed by the corresponding number of days in arrears. The Supplier shall not be entitled to claim default interest for this period. If payment is due on a Saturday or a public holiday, it shall be made on the first following day. The Supplier shall not be entitled to charge default interest for this period.
  4. Payment shall be made upon contractual arrival of the goods and receipt of a correct and audited invoice.
  5. Unless otherwise specified by the Customer, all payments shall be made within 90 days of the end of the invoicing month.
  6. In the case of defective deliveries, the Purchaser shall be entitled to withhold payment or part of the payment, in proportion to the share of the value of the defective Goods, until correct performance has been achieved.
  7. The Supplier shall not be entitled to assign or delegate its claims against the Customer to third parties for recovery without the prior written consent of the Customer.
  8. If the claim is paid within 14 days of receipt of the goods, a 3% additional sconto is recognised and taken into account.

 

XI. QUALITY AND SUITABILITY

  1. The Supplier is responsible for the quality of the goods supplied and for setting up a quality assurance system that meets the criteria in force in the automotive, aerospace, medical and other industries. The effectiveness of the quality management system shall be demonstrated by the Supplier’s valid certification to ISO 9001, IATF 16949, EN9100 or ISO 13485.
  2. The Supplier’s Goods shall conform to the specifications set out in the Purchase Order, the Technical File, the drawings and any other documents defining the Goods which have been made available to the Supplier and, for non-documented characteristics, to the type specimen or standard.
  3. The Supplier is obliged to put in place appropriate controls to ensure that the requirements of the Customer are met throughout the supply chain.
  4. The Supplier shall demonstrate the conformity of the Contract Goods with the documentation currently in force:
    • with the “Confirmation of initial samples” procedure
    • process capability calculations by individual characteristics (at the customer’s request);
    • by supplying contract goods within the tolerances allowed;
    • records of the quality of the goods supplied – (e.g. material certificate, measurement report, etc.)
  5. For each new item to be supplied, and in other cases where agreed, the Supplier shall, at the request of the Customer, supply the Customer with a sample of the Goods which corresponds exactly to the planned production. It shall be accompanied by an inspection report and, where appropriate, by all test results as required by the regulations. The items of goods shall conform to the definition, be suitable for the intended function and meet the requirements of the applicable regulations. The order will become firm only after the Customer has confirmed the suitability of the type pieces (samples).
  6. The required documentation shall be held in the custody of the supplier, who shall keep (archive) the “Quality Records”. The documentation shall be kept by the Supplier for the lifetime of the product, or for a period specified at the request of the Customer.
  7. No technical modification, however minor, may be made without the consent of the Customer. The Supplier shall inform the Customer in advance of any transfer of production, use of a new tool, process, material or service, including changes in external suppliers or in the location of production. Any of the above changes shall constitute a repetition of the “Initial Sample Confirmation” procedure.
  8. The Supplier may ask the Customer to release the Goods in writing for minor defects in the Goods, which are usually the result of one-off or short-term influences at the Supplier. Delivery of such goods shall be subject to the prior written approval of the Purchaser.
  9. The Customer may verify compliance with the requirements of these Purchasing Conditions by carrying out appropriate audits of the Supplier.
  10. The Supplier shall, by prior agreement, give the Customer or its authorised representative, including the Customer’s customer, access to its manufacturing premises or other appropriate locations where activities related to the Purchase Order are taking place. The purpose of the visit shall be to inspect and verify the work on the products owned by the Customer. The Supplier shall give the Customer access to all necessary technical and other documentation relating to the products or services which are the subject of the contract, in order to verify compliance with all technical and quality requirements, and shall ensure that this is the case at all levels of the supply chain.
  11. The Supplier shall be obliged to use external providers expressly designated or approved by the Customer, including providers of specific processes (e.g. specialised manufacturing or technological processes).

 

XII. ENVIRONMENTAL MANAGEMENT

  1. The Supplier shall be aware of the environmental policy of MAROVT d.o.o. and shall be involved in the improvement of the environmental management led by MAROVT d.o.o..
  2. The supplier must ensure that the goods supplied meet all applicable legal and other agreed environmental requirements.
  3. The supplier is required to manage its environmental management system in accordance with the requirements of ISO 14001.

 

XIII. SAFETY AND HEALTH

  1. The Supplier shall be aware of the MAROVT Ltd Occupational Health and Safety Policy and shall be involved in the achievement of the objectives and compliance with the MAROVT Ltd Occupational Health and Safety Programmes.
  2. The Supplier must ensure that the goods supplied comply with all applicable legal and other agreed requirements relating to health and safety at work.

 

XIV. CORPORATE SOCIAL RESPONSIBILITY

  1. It is of paramount importance for the client to take into account its social responsibility towards its employees and society as a whole. This applies both to the client itself and to its suppliers. The Client and its suppliers share the objective of acting in accordance with the directives of the UN Global Compact (Davos, 01/99), and the principles and rights set out by the International Labour Organisation (ILO) in the “Declaration on Fundamental Principles and Rights at Work” (Geneva, 06/98). The following principles are of particular importance:
    • The importance of ethical behaviour, upholding human dignity and human rights, and prohibiting child and forced labour,
    • Implement equal opportunities and family-friendly policies,
    • Prohibition of discrimination on grounds of nationality, racial or ethnic origin, national or social origin, sex, colour, medical condition, disability, religion or belief, age, sexual orientation, marital status, trade union membership, property status,
    • Prohibition of bribery and extortion,
    • Maintaining appropriate working conditions,
    • Compliance with occupational health and safety rules,
    • Compliance with applicable laws and regulations.

 

XV. INDUSTRIAL PROPERTY, PROTECTION OF BUSINESS SECRETS

  1. The Supplier undertakes to keep the information provided confidential. He will take all necessary measures to prevent the dissemination of the information obtained for the execution of the order. The drawings, documentation, plans, models and samples obtained by the Supplier or of which he has knowledge shall be and remain the property of the Customer.
  2. The Supplier and the Customer undertake to treat and keep confidential all commercial and technical details of which they become aware in the course of their business relationship.
  3. Drawings, documentation, models, templates, samples and similar items may not be released to unauthorised third parties or otherwise made accessible to them. Reproduction of such items shall be permitted only within the framework of business requirements and the provisions of the regulations governing copyright and industrial property rights.
  4. Tools, samples, models, gauges, etc., ordered from the Supplier or from third parties on behalf of the Customer, or made by the Customer for the purpose of being made available or made available to the Supplier, shall be the sole property of the Customer. The care and cost of maintenance and overhaul shall be borne by the Supplier, who shall be responsible for the execution of the order for the goods. The Supplier shall keep up-to-date records of the maintenance and repair of the tools.
  5. The Supplier shall not manufacture any item on behalf of a third party on the basis of the Customer’s drawings, tools and designs without the prior written approval of the Customer. Failure to do so shall be considered by the Customer as an act of unfair competition for which the Customer reserves the right to claim damages from the Supplier. It is forbidden to modify the tools, to pass them on to a third party or to destroy them without the prior written consent of the Customer.
  6. The Supplier shall bear the liability and expenses arising in the event of damage, destruction or theft of the items to which this Section applies.

 

XVI. WARRANTY

  1. The Supplier shall be liable for obvious and latent defects in all its supplies, including those the manufacture of which it may have entrusted in whole or in part to a third party. The Supplier undertakes to indemnify the Customer even in the event that such indemnification is sought from the Customer by a third party as a result of the Supplier’s defects. The Customer reserves the right to withdraw from the order and/or cancel the order and to claim damages in accordance with the rules governing contractual relationships and the general rules on liability for damages.
  2. The Supplier shall immediately notify the Customer of any actual or alleged non-conformity of its processes, products or services or of any material defect of which it is aware, in order to limit any adverse consequences. It shall also obtain the Client’s approval for further action to address such non-conformities.
  3. For parts fitted to vehicles which are found to be defective after the vehicle has been released for sale, the Supplier must reimburse the car manufacturer at the spare parts price list within the warranty conditions which the car manufacturer is obliged to respect vis-à-vis its customers. In addition, he shall reimburse all costs, damages and compensation and all sums the payment of which is directly or indirectly caused by that defect.
  4. Under the same conditions of reimbursement, for the same items, the validity of the warranty extends to cases of serious defects for which the supplier is liable, should the car manufacturer be forced to inspect and replace the defective items with customers after the expiry of the warranty period.
  5. The Supplier shall indemnify the Customer against all claims that third parties may bring anywhere in relation to the goods supplied in respect of patents, licences, trade marks and designs. In the event of legal proceedings based on such claims, the Supplier shall, without delay, begin to represent the Purchaser and shall, at its own expense, provide for the Purchaser’s defence in any legal proceedings which may be brought. The Supplier shall reimburse in full all amounts of costs, fees and damages which the Customer may be required to pay as a result of the judgment.
  6. The supplier is obliged to prevent the use of counterfeit parts at all stages of the supply chain. Therefore, the supplier’s organisation will design, implement and control processes to prevent the use of counterfeit or suspect counterfeit parts and their incorporation into products delivered to the customer.

 

XVII. COMPETENT COURT

  1. The Customer and the Supplier shall endeavour to resolve any disputes amicably and amicably. In the event of disagreement, the parties agree that the court in Celje shall have jurisdiction to settle disputes, irrespective of the specifics of the delivery terms. Unless otherwise agreed, legal transactions shall be concluded and governed by the law of the Republic of Slovenia.