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. 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, he must additional to pay double the price of the tool. 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 70% 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 delivery of the sample product, the Buyer is obliged to pay the remaining amount of the tool.

Before series production, the Client/Buyer confirms the sample product in writing. 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.

The price of the sample product is 25% higher than the agreed price for serial products. For serial products of up to 5 pcs, double (2x) the price of the product is charged.

III. 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.

Ongoing tool maintenance cost are borne by the Buyer. The amount of tool maintenance cost depends on the annual volume of manufactured products. In case of damage or malfunction of the tool, the Seller will notify the Buyer, who will give him further instructions based on the information received. If the tools become unusable as a result of normal wear and tear, the Buyer must replace the tool 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.

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.

DRAWINGS AND TECHNICAL INFORMATION

All drawings and technical documents relating to the Product, tools or there’s manufacture submitted by manufacturer, prior or subsequent to the formation of the Contract, shall remain the property of the manufacturer.

Drawings, technical documents or other technical information received by Buyer shall not, without the consent of the Seller/manufacturer, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.

The Seller shall, not later than at the date of delivery, provide free of charge information and/or drawings which are necessary to permit the Purchaser to install, commission, operate and maintain the Product. The Seller shall not be obliged to provide manufacturing drawings for the Product or for spare parts.

V. Product prices

The prices of standard products are set in the generally valid price list and are adjusted with the prices of raw materials, energy products and other changes on the market.

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 30 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.

VI. Payment

The payment deadline and payment terms are specified in the Seller’s quote. Special payment terms must be agreed in writing.

Annual rebates (quantity and value) are possible only on the assumption that all due obligations to the Seller have been settled until the time the rebate is calculated.

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.

The Supplier will file application for credit limit for Buyer’s company. If the credit insurance company decline or canceled the credit limit, the Buyer has to pay the products in advance. If the credit limit is exceeded, the Buyer must settle a part of the obligation before the new purchase so that the balance of open invoices will be under the limit of outstanding invoices after the purchase. The limit of open invoices may be higher if the credit insurance company approve higher limit or if buyer’s bank issues the producer the bank guarantee for payment.

VII. Packaging

If the Buyer requests special packaging, the price is determined in the quote (cardboard, soft foil…)

Transport packaging (pallets) is charged according to the currently valid price list. If the Buyer returns the pallet, credit is issued in the same amount with a deduction for the cost of transport.

VIII. Warranty and liability

1.) The Supplier shall only be liable for defects which appear under the conditions of operation provided for in the Contract and under proper use of the Product.

The Seller’s liability shall be limited to defects which appear within a period of

1. ROTO brand products

120 months from the delivery date, on the durability and water-tightness of the product

24 months from the delivery date, on the electric parts, according to supplier’s conditions

1. custum made products

24 months from the delivery date, on the durability and water-tightness of the product

24 months from the delivery date, on the electric parts, according to supplier’s conditions

By manufacture of the products done with the mould(s) which are the ownership of the Buyer, the Supplier cannot be held liable for any defects in the construction of the mould and/or for errors in the assembly of the products into a whole. The Buyer shall be liable for all damage to third parties or to items owned by third parties, insofar as it results from the use of custum made products.

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.) The Buyer may exercise rights under this warranty only if he notifies the Seller of the defect in writing (8D or another comparable report), with all required attachments within 8 working days from the day he learned of the defect to the email address kvaliteta@roto.si

The Seller shall start resolving the complaint within 10 days of receiving the notice and shall notify the Buyer thereof in writing.

At its request, the Buyer shall be obliged to make available to the Seller the damaged part of the goods for the analysis of the complaint.

3.)  The warranty is void if:

• in the event of non-compliance with the enclosed instructions for use and installation or careless handling of the product
• in the event of unprofessional or unintended use of the product
• in the event of mechanical damage through the fault of the Buyer or a third party
• in the event of tampering with the product by an unauthorized person,
• in the event of unprofessional maintenance
• in the event of damage due to a natural disaster – flood, fire, earthquake or other force majeure
• in the event of defects arising out of materials provided or a design stipulated or specified by the Buyer
• in the event of vibrations , mechanical and/or thermal impact on the product
• in the event of use of the product in conditions that do not comply with the properties of the PE material (chemical, temperature and mechanical resistance)

4.) 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.

5.) If the Purchaser has given such notice as mentioned in Clause VIII. and no defect is found for which the Seller is liable, the Seller shall be entitled to compensation for the costs he incurs as a result of the notice.

6.) Warranty (statement) in any way shall not be interpretented as a right of a Buyer to be entitled to indemnification including compensation for loss of production, loss of profits which and other indirect loss that may have incurred to the Buyer or to the final Client.

IX. Deliveries, passing of risk

Product orders (for not custom made product) must be sent at least 3 months before the start of production.

If the parties, instead of specifying the date for delivery, have specified a period of time within which delivery shall take place, such period shall start to run as soon as the Contract is entered into and all agreed preconditions to be fulfilled by the Buyer have been satisfied, such as official formalities, payments due at the formation of the Contract and securities.

Partial deliveries are allowed. In case of late payments, the Seller may withhold the delivery.

Any agreed trade term shall be construed in accordance with the INCOTERMS® in force at the formation of the Contract. If no trade term has been specifically agreed, the delivery shall be EX WORKS at the place named by the Supplier.

If the Buyer anticipates that he will be unable to accept delivery of the Product at the time for delivery, he shall forthwith notify the Seller in writing thereof, stating the reason and, if possible, the time when he will be able to accept delivery.

If the Buyer fails to accept delivery at the time for delivery, he shall nevertheless pay any part of the purchase price which becomes due at the time for delivery, as if delivery had taken place at the time for delivery. The Seller shall arrange for storage of the Product at the risk and expense of the Buyer. The Seller shall also, if the Buyer requires, insure the Product at the Buyer’s expense.

Unless the Buyer’s failure to accept delivery is due to any circumstance of force majeure, the Seller may by notice in writing require the Buyer to accept delivery within a final reasonable period.  If, for any reason which is not attributable to the Seller, the Buyer fails to accept delivery within such period, the Seller shall then be entitled to compensation for the loss he suffers by reason of the Buyer’s default, including any consequential and indirect loss.

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.

After the end of the business relationship the Buyer is obliged to take over all built-in parts, components and basic material (purchased according to the specific buyer’s needs), at the last purchased price, within 15 days of the Seller’s written request.

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.

Seller retains the »simple ownership of delivered goods« as long as they are in possession of the buyer and they are separated from other goods, »the extended reservation of ownership« (the reservation of ownership covers all claims from the business connection) and »prolonged reservation of title/ownership« (the reservation of ownership is prolonged to include the claim arising from the resale in the event that the delivery item is resold. In such case the claim arising from the resale has been assigned in advance to the seller holding the reservation of ownership by way of collateral security.

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: info@roto.si, 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.

Revision: 1, dated: October 2023                                 Director:  Štefan Pavlinjek