General Terms and Conditions of Purchase
I. GENERAL PROVISIONS
- Our General Terms and Conditions of Purchase shall apply to concluding legal transactions between Marovt Ltd. (Hereinafter referred to as “Purchaser”) and our suppliers, to any purchase of equipment, material, products and services (hereinafter referred to as “goods”) necessary for performing the purchaser’s regular activities. Moreover, our General Terms and Conditions of Purchase shall apply to all kinds of orders and contracts. They remain in effect since the day of the order confirmation and acceptance or signing the contracts. If the supplier neither confirms an order in writing within three days from issuing the order, nor he refuses it in writing, the order is deemed as confirmed and accepted. The Purchaser reserves the right to define special conditions in each order or contract (hereinafter referred to as “Order”) which shall be applied prior the General Terms and Conditions of Purchase.
- Goods are ordered by the Purchaser by using an order and an invoice is issued by the Supplier according to the order. Supplies are programmed and payments are executed by the Purchaser.
- Accepting an order means accepting the Purchaser’s Terms and Conditions of Purchase and excludes any other instructions or agreements not confirmed by the Purchaser in writing.
II. PENDING ORDERS – DELIVERY CALL-OFF
- Specific goods of regular consumption can be a subject of an open order including the data on goods, place of delivery, price, quality and other Terms and Conditions of Purchase (packaging, transport, etc.) and only informative planned total quantities for a specific period of time. The dates of specific supplies and quantities are determined in the delivery call-off.
- Orders and delivery call-offs, their changes and amendments shall be provided in writing; moreover, it can be by email, fax or EDIFACT or by machine readable data carriers.
- The purchaser is allowed to claim the changes of construction and performance of supply from the supplier, if admissible (proportional with possibilities). The parties shall settle the consequences (influences) on a contractual basis, especially regarding additional or reduced costs as well as dates of delivery.
- In the event of any open orders for material and products necessary in the purchaser’s production process, the supplier undertakes to provide a safety stock, to have it permanently at disposal and to restore it. Unless otherwise expressly agreed upon, the safety stock shall amount to supply quantity of ten working days. The purchaser reserves the right to check safety stocks.
III. DELIVERY, DELIVERY DATES AND QUANTITIES
- The supplier undertakes to deliver the ordered goods to the place defined by the purchaser in accordance with Incoterms 2010.
- A supply order comprising the following data shall be enclosed to all deliveries: the receiver of the goods, the receiver’s address, the supplier’s and purchaser’s goods code, the state of change, the number of items and packaging units, the net/gross weight for every position on the supply order, the total net/gross weight, the goods name, the order number and special marks, if applicable. In case of import from the EU countries a supply order shall comprise the origin of goods as well as an 8-digit tariff code.
- The agreed delivery dates and quantities are binding for the supplier and present a constitutional part of the order. The delivery dates specified for individual phases in orders, delivery call-offs and plans of deliveries refer to the goods “which are delivered to the plant or to the specified unloading location” and shall be followed strictly. The purchaser is allowed to change these dates regarding their needs on the basis of additional delivery call-offs or delivery plans.
- The supplier is obliged to inform the purchaser about each eventual obstacle which could cause a delay of could influence the necessary quantity of ordered supplies. The consequences of delay are not excluded if the notice was submitted.
- In case of a delay, or a non-obedience of aforesaid delivery dates or other violation of Terms and Conditions of Purchase the purchaser is given the choice either to claim the order fulfillment or to withdraw from the order or a part of the order and appoint another supplier at the Supplier’s cost; in any case the Supplier undertakes to recover the damage to the purchaser.
- Force Majeure, workers riots, except strikes of workers at the Supplier’s, measures of the authority and any other unpredictable events which cannot be prevented and are independent of the will of any parties and are not consequences of the fault of any parties, relieve the contractual party of the responsibility for the consequences which may occur, to wit for the duration of these circumstances. The party who refers to these circumstances is obliged to inform another party about these circumstances immediately or within 2 days at the latest and undertakes to submit evidence if required by other party. The contractual party undertakes to adapt its commitments to changed circumstances in good faith.
IV. ORDER CANCELLATION
- 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.
- The supplier can be evaluated in some fields by the purchaser and an insufficient evaluation is a sufficient reason for the order cancellation.
- 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
- The suppler shall assure the status of their goods with the diagonal cumulation of origin from the pan-Euro-Mediterranean zone. In case of different origin the purchaser shall be informed by the supplier and a consensus for the goods of other origin shall be given to the supplier.
- The supplier undertakes to issue a piece of evidence on the preferential origin of goods or any evidence required by the purchaser.
- The evidence on the preferential origin of goods shall be issued as a supplier’s statement as determined by the EC Regulation for every single delivery or as a long-term statement. The supplier undertakes to inform the purchaser immediately when the long-term statement expired. The supplier is responsible for the damage caused to the purchaser due to an incorrect or later submission of the statement. If required, the supplier is obliged to present their information on the origin of goods.
VI. PACKING, PACKAGING, TRACEABILITY
- Goods shall be packed professionally and dispatched in accordance with trading rules or shall be packed according to the purchaser’s request in the suitable packaging. The supplier bears their full responsibility for the defective or wrong packaging.
- The supplier is obliged to assure the traceability of delivered goods and to indicate the packaging units with the following data: supplier, material, dimension, batch, quantity, packaging unit number, production date or as requested in the order.
- The inspection and acceptance of goods is carried out in the purchaser’s plants regarding the agreement on the acceptance of goods. The signature or seal of release of the goods is not
considered as a final acceptance. Unsuitable or insufficient deliveries are returned to the supplier who bears all costs. The purchaser reserves the right to require a substitute for insufficient deliveries which will be invoiced under the same conditions.
- The purchaser and the supplier agree separately on one of the following acceptance forms: the classical acceptance, the acceptance according to the “Certificate” or the acceptance in accordance with the supplier’s Quality assurance (AQP). In all cases the purchaser performs spot tests, checks quantities, reports, packaging and labeling systematically,
- In case of rejects in the treatment and repair processes, obligatory sorting out over the specific percentage regarding the type of goods the purchaser reserves the right to claim a reimbursement for the treatment, repair, sorting out or the purchaser requires the price reduction or the purchaser wants the supplier to correct the mistake.
- The supplier shall bear the full responsibility for costs resulting from the quality deviation caused by the supplier. This holds true for costs commencing at the purchaser’s plant, at the purchaser’s client’s plant and at the final user’s location. The following costs can result from the unfulfilled quality: a lump sum to the amount of EUR 150 in the event of reclamation of goods as well as actual costs connected with the quality issues (standstill, sorting out, repair).
- In the event of reclamation of goods the supplier undertakes to start solving the reclamation problem within 24 hours upon the receipt of reclamation protocol and to solve it free of charge immediately or in the shortest possible time defined in the order or reclamation. Reclamation problems shall be solved with the 8D problem solving process which shall be completely fulfilled by the supplier.
The deadline for an 8D report and fulfillment of all activities is 10 working days upon the reclamation issue. In the event that the supplier does not solve the reclamation problem in the deadline and does not pay the reimbursement the purchaser has the right not to settle invoices for services provided or to compound the payment liabilities of the damage for his liabilities to the supplier.
- The price shall be determined in each separate order, in a common annual report or in a contract.
The price determined in an order is final and cannot be changed, except in case of essential changes in the business operation when one of the parties can address another one with the proposal or request on the price change. The price change is only possible with a written consensus of both parties.
- The price comprises all elements, all circumstances and particularities regarding studies, the production and the correct performance of the ordered equipment or undisturbed services. The suppliers are informed about the place of delivery, their obligations, time period and their deadlines; therefore they have no right to claim any reimbursement which would exceed the price set in an order.
- The supplier undertakes to strive for the improvement of their and subcontractor’s products and processes to the best of their ability and for the cost reduction and in case of repeat orders they will recognize an annual productivity to the purchaser.
- Invoices shall comply with the requirements of Companies Act and Value Added Tax Act of the Republic of Slovenia and shall include the following data: order number, goods code, change state, delivery note number, delivery place, an 8-digit tariff code if imported from EU countries and the parity in accordance with the order and with Incoterms 2000.
- The supplier undertakes to make out an invoice to the address of Marovt d.o.o. Stranice 53, SI-3206 Stranice, Slovenia, tax No.: SI59469803, with the enclosed protocol copy signed by the supplier and the purchaser: the protocol on the confirmation of documentation, the protocol on the delivery or a delivery note, the protocol on the functional takeover of the equipment.Invoices are made out in an e-form in the XML or PDF format and are sent to the Email address firstname.lastname@example.org and not in a paper form. The date of the protocol is confirmed when there are no remarks to the protocol by the purchaser.
- The collective invoice shall be received by the purchaser by the 8th in the month at the latest for the previous month, or as regulated by the legislation. In the opposite case the liability date and the payment date are postponed by the number of delayed days. The supplier has no right to claim interest for this period. If a payment is due on Saturday or on a holiday the payment is settled on the next working day. The supplier has no right to claim interest for this period.
- The payment is settled after receiving the goods and a correct and reviewed invoice.
- If not agreed otherwise all payments are settled within 90 days till the end of the month of invoicing.
- The purchaser is entitled to withhold the payment or a part of the payment for incorrect deliveries until receiving the appropriate delivery.
- The supplier is not entitled to assign claims or to transfer the debt collection to the third party without prior purchaser’s written consensus.
- In case the outstanding debts were paid within 14 days after the receipt of goods a 3% extra discount is granted.
XI. QUALITY AND SUITABILITY
- The supplier takes the full responsibility for the quality of goods and quality assurance system which meets the criteria valid in the automotive industry. The efficiency of the Quality management system shall be proven by the supplier with the valid certificate according to ISO 9001 or ISO/TS 16949 standard.
- The supplier’s goods are to be in accordance with the specifications stated in the order, the volume of requests, drawings and all other documents which define the goods and were given to the supplier at their disposal, however, the undocumented characteristics with a typical sample or etalon.
- The supplier shall demonstrate the compliance of contractual goods with the currently valid documentation:
- By using the procedure of »Confirmation of initial samples«,
- With the calculation of process capability according to individual characteristics (if required by the purchaser),
- By supplying the contractual goods within allowed deviations;
- With the reports on the quality of delivered goods – (e.g. material certificate, measure report, etc).
- A sample which will completely suit the planned production shall be delivered on the purchaser’s request by the supplier for every new subject of delivery and in other cases when agreed. Moreover, a control report and as necessary all testing results as required by regulations shall be enclosed. Pieces of goods shall comply with the definition, the expected function and meet the requirements of applicable law. An order will not become fixed until the purchaser confirms the suitability of type pieces (samples).
- However, the supplier takes care of the required documentation as well as archives “reports on the quality of delivered goods”. Documentation is archived by the supplier for the product lifetime or the period of time determined by the purchaser.
- No technical changes (not a slight change) shall be carried out without the purchaser’s consensus. The supplier undertakes to inform the purchaser in advance about every transfer of production, about the use of new tools or new process. Every change means the repetition of the »Confirmation of initial samples« procedure.
- The supplier can ask the purchaser in writing for the Permission for exemption in case of insignificantly defective goods which result from a unique or short-term influences at the
supplier’s. The supply of such goods is only possible with the prior written approval by the purchaser.
- The purchaser is permitted to check the fulfillment of requirements regarding these terms and conditions of purchase by corresponding audits at the supplier’s.
XII. ENVIRONMENTAL MANAGEMENT
- The supplier undertakes to learn the MAROVT d.o.o. environmental policy and to be included into the improvement of environmental management led by MAROVT d.o.o.
- The supplier undertakes to assure that supplied goods meet the applicable law and other arranged environmental requirements.
- The supplier was appealed to manage their Environmental management system in compliance with ISO 14001 standard.
XIII. SAFETY AND HEALTH
- The supplier shall know the MAROVT policy of safety and health at work and shall be included into achieving goals and into the improvement of MAROVT d.o.o. programs for safety and health at work.
- The supplier undertakes to assure that supplied goods meet the applicable law and other arranged requirements in connection with safety and health at work.
XIV. CORPORATE SOCIAL RESPONSIBILITY
- Consideration of the corporate social responsibility regarding their employees and the company as a whole is of the utmost importance for the purchaser and this applies to the purchaser as well as their suppliers.
The purchaser and the suppliers have a common goal to act in accordance with UN Global Compact (Davos, 01/99) Directives and principles as well as rights determined in the “Declaration on Fundamental Principles and Rights at work” (Ženeva, 06/98) by International Labour Organisation. The following principles are of vital importance:
- Maintaining human dignity and human rights as well as prohibition of child and forced labour,
- Implementing equal opportunities and the family friendly policy,
- Prohibition of discrimination because of nationality, race, ethnic origin, national or social origin, gender, skin colour, health condition, disability, religion or belief, age, sexual orientation, marital status, trade union membership, financial situation,
- Prohibition of bribery or extortion,
- Maintaining appropriate working conditions,
Compliance with occupational safety and health rules,
- Compliance with applicable laws and regulations.
XV. INDUSTRIAL PROPERTY, PROTECTION OF BUSINESS SECRETS
- The supplier is obliged to the confidentiality of data provided. All necessary measures for the prevention of spreading data which was provided to the supplier for the purpose of order execution shall be determined by the supplier. Drawings, documentation, plans, models and samples which were given to the supplier are owned by the purchaser.
- The supplier and the purchaser undertake to treat and protect all commercial and technical details which were provided to them during the business relationship as a business secret.
- It is not allowed to transmit drawings, documentation, models, samples and other objects to unauthorized third parties or enable the access to them. Copying of such objects is permissible only within business requirements and provisions of regulations which regulate authors’ rights and industrial property rights.
- Tools, samples, models, measures, etc, which were ordered at the purchaser’s or at the third parties for the purchaser, or which were produced by the purchaser to be provided to the supplier, are owned by the purchaser in full. Costs and care for the maintenance and repair are taken by the supplier who is responsible for the execution of order. The supplier is obliged to keep an upto-date record of tool maintenance and repair.
- The supplier is not allowed to produce any pieces by using the purchaser’s sketches, tools and models without the prior written approval by the purchaser. Otherwise, the purchaser may understand this act as an act of unfair competition, and the purchaser reserves the right to claim the reimbursement from the supplier. It is not allowed to change, destroy or provide tools to the third party without the prior written consent of the purchaser.
- The supplier takes the full responsibility and costs which may arise in case of damage, destruction or theft of objects referred to in this chapter.
- The supplier takes the full responsibility for obvious and hidden errors of all their supplies, including those manufactured by the third party in full or partly. Moreover, the supplier undertakes to cover the remuneration if the third party sued the purchaser for the remuneration due to the supplier’s errors. The purchaser reserves the right to withdraw from an order and/or cancel the order and claim remuneration according to regulations governing obligations and according to general rules on liability for damages.
- The supplier shall take all necessary steps to inform the purchaser promptly about any actual or alleged defect of their products or real errors about which the purchaser has been notified with the aim of restricting any subsequent adverse consequences.
- In case it was proven that pieces installed in the car are defective after the release of the vehicle the supplier shall reimburse costs to the automotive producer according to the price list of spare parts under warranty terms. In addition, all costs, compensations and compensations for damages shall be reimbursed as well as all amounts caused by this defect directly or indirectly.
- The guarantee is valid for the same pieces under the same conditions also in cases of severe defects for which the supplier holds the responsibility if the automotive manufacturer was forced to carry out an inspection at their customers’ vehicles and replace faulty pieces after the expiry of the warranty period.
- The supplier shall protect the purchaser against all claims launched by third parties anywhere in connection with supplied goods due to patents, licenses, trademarks and models. In case of suits based on such claims the supplier is obliged to represent the purchaser immediately and to ensure the defense in all court proceedings which might be initiated on his costs. The supplier shall reimburse all amounts of costs, fees and compensations which should be paid by the purchaser on the basis of the judgment.
XVII. COMPETENT COURT
All disputes arising from this agreement shall be resolved in a friendly way and by understanding. The parties agree that the court in Celje is the competent court for resolving disputes if there was no agreement. The legal transactions are concluded and the law of the Republic of Slovenia shall apply to them if not otherwise agreed.