GENERAL TERMS AND CONDITIONS OF BUSINESS

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GENERAL TERMS AND CONDITIONS OF BUSINESS

GENERAL
The general terms and conditions of business of ULBRICH HIDROAVTOMATIKA, production, trade, and services, Ltd. (hereinafter referred to as "ULBRICH HIDROAVTOMATIKA Ltd.") apply in contractual relationships between ULBRICH HIDROAVTOMATIKA Ltd. and other legal entities (hereinafter referred to as "clients") and apply to all sales of goods, materials, products, or services of ULBRICH HIDROAVTOMATIKA Ltd. (hereinafter referred to as "product" or "service").

It is considered that the customer, by issuing an order or signing a contract, has accepted and acknowledged the general terms and conditions of ULBRICH HIDROAVTOMATIKA Ltd. valid on the date of the customer’s order, has been informed of them, and fully agrees with them. The general terms and conditions are an integral part of the order or contract made by the customer with ULBRICH HIDROAVTOMATIKA Ltd.

The customer's or any other conditions apply only if explicitly agreed upon in writing.

OFFERS, ORDER CONFIRMATIONS
The offers of ULBRICH HIDROAVTOMATIKA Ltd. are binding until the date stated in the offer. The customer is required to specify the offer number or date when placing the order, if applicable. ULBRICH HIDROAVTOMATIKA Ltd. will issue an order confirmation in writing, via email, or fax for each order.

If the customer accepts the offer from ULBRICH HIDROAVTOMATIKA Ltd. by sending an order with modified or supplemented terms from the offer, it is considered that the customer has rejected the original offer and has submitted a new order under modified terms. This new order will only be considered agreed upon once it is confirmed in writing by ULBRICH HIDROAVTOMATIKA Ltd. Until the customer and ULBRICH HIDROAVTOMATIKA Ltd. have agreed on the new terms in writing, the order will not be considered confirmed, and ULBRICH HIDROAVTOMATIKA Ltd. is not obliged to execute it.

ORDERS AND CONTRACTS
Only written orders are binding for ULBRICH HIDROAVTOMATIKA Ltd. In the case of a customer’s cancellation of an order or contract, the customer is obliged to compensate ULBRICH HIDROAVTOMATIKA Ltd. for all damages incurred as a result of the cancellation.

DELIVERY TIMES
The delivery time begins from the date of the written order confirmation issued by ULBRICH HIDROAVTOMATIKA Ltd., unless otherwise agreed. The delivery date is considered to be the day the goods are dispatched from ULBRICH HIDROAVTOMATIKA Ltd.'s warehouse or 14 days after the customer is notified that the goods are ready for pickup or the day the service is completed. If the customer requests a change in the delivery time or other terms, ULBRICH HIDROAVTOMATIKA Ltd. reserves the right to change the commercial terms of delivery.

SHIPMENT OF GOODS AND RISK TRANSFER
Goods, products, or materials prepared for personal pickup must be collected by the customer within 14 days. Otherwise, ULBRICH HIDROAVTOMATIKA Ltd. may, at the customer’s expense and risk, send the goods to the customer's address or store them. In such a case, the delivery is considered completed, and ULBRICH HIDROAVTOMATIKA Ltd. is entitled to issue an invoice to the customer.

The transfer of the risk of destruction or damage to goods is assessed according to the applicable International Chamber of Commerce (Incoterms 2020) clause.

PAYMENT TERMS
The customer must pay the invoice for the goods within the agreed payment term. If the customer is delayed in payment, they must pay statutory late payment interest.

If the customer delays payment, ULBRICH HIDROAVTOMATIKA Ltd. reserves the right to change the payment terms for the current order or to withdraw from the contract or order.

In case of a complaint, the customer must pay the undisputed part of the invoice within the agreed payment term, in accordance with the Obligations Code (OZ-NPB3 (EPA 2751-VII)) z dne 18.4.2018).

The customer is not entitled to withhold payments or offset counterclaims unless they have been acknowledged by ULBRICH HIDROAVTOMATIKA Ltd. or legally determined.

If the customer is delayed in payment or if their payment capacity or financial situation is reduced, or if they cannot provide sufficient security or guarantee for the payment of debts, all existing claims of ULBRICH HIDROAVTOMATIKA Ltd. become due immediately.

PLACE OF PERFORMANCE
With placement of order customer accepts quotation and receipt and acknowledgment of general business terms and conditions.
Unless otherwise stated in the order confirmation or contract, the place of performance for delivery and payment is the registered office or business premises of ULBRICH HIDROAVTOMATIKA Ltd., where the customer ordered the goods.

RESERVATION OF TITLE
ULBRICH HIDROAVTOMATIKA Ltd. reserves the right to ownership of the goods sold until the full payment of the value of the goods or the payment of all contractual instalments, including the payment of any reminder costs and late payment interest. In the case that the subject of the sale is goods integrated or otherwise assembled with other items, ULBRICH HIDROAVTOMATIKA Ltd. acquires ownership share in the newly created item. The ownership share is proportional to the value of the goods sold until full payment. The customer must cooperate in any actions to protect the ownership of ULBRICH HIDROAVTOMATIKA Ltd. or the ownership rights over the goods of ULBRICH HIDROAVTOMATIKA Ltd. until all obligations have been fulfilled.

WARRANTY FOR DEFECTS
The customer must inspect the goods before unloading and document any damage or defects that occurred before unloading with photographs and a report.
The customer must notify ULBRICH HIDROAVTOMATIKA Ltd. of any quantity or quality deviations of the delivered goods in writing immediately upon discovery, otherwise, the right to claim the defects will be forfeited.In case of a request from ULBRICH HIDROAVTOMATIKA Ltd. to determine the validity of the complaint, the customer must immediately return the complained goods or individual samples. Failure to do so will result in the loss of the right to complain about defects.
All warranty claims must be submitted in writing as a complaint report, with clear information about the type of defect, the time of occurrence, and identification details of the product. ULBRICH HIDROAVTOMATIKA Ltd. may verify the accuracy of the provided data and circumstances of the defect.

Until the complaint is resolved, the customer must not dispose of (use or sell) the complained goods; otherwise, they will lose all complaint rights.
If ULBRICH HIDROAVTOMATIKA Ltd. determines that the complaint is justified, it will propose a settlement by reducing the price or supplying replacement goods, depending on the type and extent of the defect. If the goods are so defective that they need to be replaced, the additional time required for the replacement delivery is not considered a delay in delivery compared to the original delivery date.
ULBRICH HIDROAVTOMATIKA Ltd. does not provide warranty for goods in cases where damage was caused by improper use, unauthorized or unprofessional intervention, unauthorized or unprofessional assembly, improper startup, improper unloading, incorrect technical parameters provided by the customer for the offer preparation, or improper, insufficient, or careless handling of the goods by the customer or third parties.For goods that were not manufactured or processed by ULBRICH HIDROAVTOMATIKA Ltd., it still ensures the customer the same warranty and licensing conditions as provided by the manufacturer of those goods, provided such conditions exist.

WITHDRAWAL
ULBRICH HIDROAVTOMATIKA Ltd. is entitled to withdraw from the order or contract:
if, due to force majeure, strikes, or other circumstances beyond its control, it is unable to fulfil its contractual obligations;
if the customer exceeds the agreed payment term by more than 30 days;
if the customer provides false information about its obligations that could jeopardize its ability to perform;due to other actions by the customer that could jeopardize the financial position of ULBRICH HIDROAVTOMATIKA Ltd.

LIMITATION OF LIABILITY
The burden of proof of damages and entitlement to compensation lies with the customer.
ULBRICH HIDROAVTOMATIKA Ltd. is not responsible for damages caused by minor negligence, nor is it liable for indirect, consequential, or unforeseeable damages, nor for loss of profit or income due to goods unavailability, potential market loss, or similar reasons. The maximum amount of warranty, compensatory, or other liabilities of ULBRICH HIDROAVTOMATIKA Ltd. cannot exceed the invoiced value of the ordered goods.

VALIDITY OF GENERAL TERMS AND CONDITIONS
The general terms and conditions of ULBRICH HIDROAVTOMATIKA Ltd. come into effect on January 3rd, 2025, and are valid until further notice. They are published on the website of ULBRICH HIDROAVTOMATIKA Ltd. (www.ulbrich.si).

APPLICABLE LAW
For matters not regulated by these general terms and conditions, the provisions of Slovenian law apply, especially the Obligations Code (OZ-NPB3 (EPA 2751-VII), dated 18.4.2018).

DISPUTE RESOLUTION
For the resolution of potential disputes, the competent Slovenian court is exclusively responsible, according to the location of the registered office of ULBRICH HIDROAVTOMATIKA Ltd.

ULBRICH HIDROAVTOMATIKA d.o.o.

Radlje ob Dravi, 03.01.2025