General Terms and Conditions of ROTO 2020/06
I. Areas of application
These General Terms and Conditions apply to all supplies and services. Changes to these General Terms and Conditions and other agreements are valid only if concluded in writing. The Buyer’s General Terms and Conditions are excluded in the entire business relationship between the Buyer and the Seller.
The General Terms and Conditions enter into force on 16 June 2020 and are valid until revoked. We reserve the right to change the General Terms and Conditions without prior notice. For this reason, we advise you to read the applicable General Terms and Conditions below before making a purchase.
Meaning of terms used:
Seller = the term is used for related companies ROTO d.o.o., Gorička ul. 150, Černelavci, 9000 Murska Sobota, VAT ID No.: SI91004721 and ROTO SLOVENIJA d.o.o., Puconci 12, 9201 Puconci, VAT ID No.: SI 71154205
Manufacturer = is a legal entity related to the Seller which is part of the ROTO Group and performs a production activity
Buyer = natural or legal person
II. Tool/mould for the production of products
The Buyer hands over the tool in its possession to the Seller/Manufacturer for free use, to fulfil the obligations under the sales contract. All tools owned by the Buyer are used exclusively for the production of products to order. Neither tools nor products are made available to third parties unless otherwise agreed with the Buyer.
The tool must be clearly marked with an ownership plate. The Seller/Manufacturer will use the tool in accordance with the intended use and undertakes to handle the tool with due skill, care and diligence. If the tool becomes unusable for further production during normal use, the Buyer is obliged to replace the tool with a new one at its own expense.
After the expiration of the contractual relationship between the Parties, the Buyer has the right to demand the return of the tool, insofar as the Buyer has settled all (overdue and non-overdue) obligations to the Seller/Manufacturer. The Seller has the right to withhold the delivery of the tool to the Buyer until the final settlement of all outstanding obligations of the Buyer to the Seller, regardless of the source of the debt.
III. Manufacture of a new tool
1.) Tools manufactured by the Seller/Manufacturer in accordance with the Buyer's technical documentation become the property of the Buyer after final payment.
2.) The quote for the production of a tool is prepared under the assumption that the Buyer will order the product in the quantity of at least 1000 pieces. If the Buyer wishes to collect the tool before that time, an additional 1/3 of the price of the tool is charged to the Buyer. All the conditions set out in paragraph 3, point II must also be met.
3.) Upon submitting a written order for a tool, the Buyer is obliged to submit plans, sketches, tolerances and product requirements approved by the Seller. The Buyer must pay at least 50% of the value of the offer price of the tool upon submitting the written order (prepayment).
4.) The Seller will manufacture the tool within the agreed time limit, which starts to run on the day the prepayment is settled.
5.) After the tool is made, the first (zero) product is produced, which is sent to the Buyer for confirmation together with the confirmation form. The Buyer confirms the sample product in writing or notifies the necessary changes in writing. The Seller/Manufacturer makes the required changes and produces the second sample product at its own expense only if the first zero product deviates from the basic drawing or plan provided by the Buyer. All other changes are charged. After written confirmation of the sample product, the Buyer is obliged to pay the remaining amount of the tool. Confirmation of the sample can also be made in person. If the Client/Buyer does not send a written confirmation of the sample, the receipt of the Buyer's first order for these products for mass production is considered as a confirmation of the sample.
IV. Repair, maintenance and storage of tools
1) In case of damage or wear of the tool, the Seller/Manufacturer notifies the Buyer in writing and estimates the repair costs. After the written confirmation of the tool repair estimate, the Seller/Manufacturer performs the repair.
2) If (additional) changes of the tool are requested by the Buyer, the Buyer must submit the changes in writing, documented with a sketch or plan. The Seller checks whether the changes are permissible according to the technological process, evaluates the changes and sends a written estimate with the price and production deadline.
3) The Seller may request changes to be made on the tool if the tool is not suitable for mass production.
4) The Seller undertakes to store the tools at the production location in appropriate storage facilities.
Unless agreed otherwise, the Buyer pays the Seller storage costs in the amount of 100.00 EUR/m2/year. The Seller issues an invoice retrospectively, in December for the previous year.
In the event that the Buyer no longer needs the tool, the Seller may destroy it. The Buyer notifies the Seller in writing of such a case. The costs of destruction or removal to a landfill are borne by the Buyer. Upon receipt of the written notice, the Seller no longer has any obligation to this Buyer in respect of the product and tool in question.
V. Product prices
The prices of standard products are set in the generally valid price list. All prices are expressed in euros (€). The prices of products tailored to the Buyer are agreed in the contractually determined price list or on the basis of the Seller's quote.
Prices are valid EX WORK Puconci / Černelavci, unless otherwise agreed in writing.
Product prices are adjusted annually. The Seller notifies the Buyer of the price change at least 30 days before the change. If the price of basic material or energy changes during the year by +5% or more, the Seller may change the price of products during the year but must notify the Buyer in advance, at least 60 days before the change.
If the Buyer wants the products to be produced from material that the Seller does not have in stock as standard, the Buyer pays for the material that can be stored at the Seller.
For non-standard products ordered by the Buyer, which are made on the basis of the technical documentation of the Buyer, the price of the product is determined on the basis of the Seller's quote.
The payment deadline and payment terms are specified in the Seller's quote. Special payment terms must be agreed in writing.
Upon payment, the Seller grants the following discounts, regardless of the payment deadline: 2% discount when paying by proforma invoice when the order is made and before delivery and 1% discount when paying within 8 days of receiving the goods or performing the service (unless otherwise agreed). These discounts do not apply to non-deferred payments.
The Contracting Parties agree that assignment, cession, compensation and money transfer shall be considered as the usual method of payment.
Statutory default interest is charged on late payments.
If the Buyer requests special packaging, the price is determined in the quote (cardboard, soft foil…)
Transport packaging (pallets) is charged at the price of 8.50 euros/piece excluding VAT for the EUROPALLET and 22.00 euros/piece excluding VAT for a pallet of dimensions 1600x1200 mm. If the Buyer returns the pallet, credit is issued in the same amount.
VIII. Warranty and liability
1) The Seller offers a warranty on all products in accordance with the delivered (or agreed) warranty conditions.
2.) Quantitative and qualitative takeover of products is performed immediately upon signing the delivery note or upon acceptance of the goods. Later, this type of complaint is no longer considered.
3.) In the event of a factory defect, the Buyer can lodge a complaint about the goods. The Buyer is obliged to compile a complaint report and inform the Seller about the type of defect to the e-mail address: email@example.com , with attachments (photos). Products can not be returned without prior written agreement.
4.) The Seller is not liable for defects which become apparent after six months from the day the goods were delivered, unless a longer period has been specified in the contract.
5.) In the case of a timely and justified complaint, the Seller may, at its own discretion, deliver free replacement goods up to the quantity of the claimed goods or issue a credit up to the value of the complained goods.
6.) In no event is the Seller liable for damages.
Product orders must be sent at least 14 days before the start of production.
Partial deliveries are allowed. In case of late payments, the Seller may withhold the delivery.
All material and moral copyrights on the software that controls the ROTO products belong exclusively to the ROTO Group and are not transferred to the Buyer of the product. The Seller will grant the Buyer of the product a time- and territorially limited, non-transferable and non-exclusive right to use this software.
X. Reservation of title
The delivered goods remain the property of the Seller until the full settlement of the Buyer's debt, including ancillary claims, interest and other costs.
The Seller regularly informs the Buyer about delays in payment. In the event of insolvency, the Seller may send the Buyer a list of goods subject to reservation of title. The Buyer must allow the Seller access to its premises and hand over the unpaid goods. It is forbidden for the Buyer to pledge the delivered goods with a reservation of title, to give as security to a third party or to transfer the ownership to a third party.
In the event of a seizure of the delivered goods with a reservation of title by the court or the financial administration, the Seller must be notified immediately. The reservation of title also covers products resulting from the processing of goods supplied by the Seller. If the goods the Seller has supplied have been processed, connected or mixed with foreign goods, the Seller has the co-ownership right on the new goods or co-ownership in the amount of the ratio to the value of the foreign-owned goods at the time of processing. In such cases, the Buyer acts as the safekeeper.
All receivables from the resale of goods owned by the Seller are already assigned by the Buyer - in this case in the amount of co-ownership of the Seller - so that the Seller secures the receivables from the Client/Buyer.
At the request of the Seller, the Buyer is obliged to inform its customers of the stock and the amount of receivables arising from the resale and to inform its customers about the assignment of receivables.
Gains made by the Buyer on the resale of goods that are under the reservation of title of the Seller must be immediately forwarded to the Seller.
XI. Data protection
The Seller keeps the following information of the Buyer: name and surname, e-mail address of the person placing the order, primary address and delivery addresses, country of residence, e-mail address, contact phone, past orders and communication archive, until all obligations are met, or for a maximum of 5 years.
The Buyer expressly agrees to the collection, processing and use of its personal data. The Seller will handle all information as confidential. In accordance with the applicable Personal Data Protection Act and the General Data Protection Regulation (GDPR), the Seller is obliged to protect the personal data of Buyers.
The Seller, who owns and operates the Website https://www.roto-group.eu/ , uses appropriate software in the implementation of its services and provides all the necessary technological and organisational solutions for complete security of the purchase.
The Seller is responsible for the protection of personal data and will use it to send quotes, invoices, marketing activities and other communication. In no case will the Buyer’s data be transmitted to a third party or an unauthorised person. Only the buyer's delivery address is entrusted to the delivery service.
By providing the telephone number and/or e-mail address, the Seller reserves the right to use it for the purpose of informing about the fulfilment or in connection with the fulfilment of the order and other necessary communication with the Buyer.
The Buyer always has the right to withdraw its consent to the e-mail address: firstname.lastname@example.org, with prospective effect. The Seller undertakes to delete all personal data immediately in the event of withdrawal, unless the order process has not yet been completed.
XII. Place of performance, competent court, applicable law
The place of performance for all deliveries, duties and payments is Murska Sobota. The regulations of the Republic of Slovenia apply to all relations. Possible disputes will be settled by the competent court in Murska Sobota (Slovenia).
XIII: Final provision
If individual articles of these business provisions become partially or completely invalid, the validity of other provisions remains unaffected.
Director: Štefan Pavlinjek