Validity: These General Terms and Conditions, hereinafter referred to as “Terms and Conditions”, apply to all orders issued by Reseda d.o.o., hereinafter referred to as “Client” to its material and service suppliers. The Terms and Conditions apply mutatis mutandis to service orders. The Terms and Conditions are an integral part of the transactions between the parties, unless the parties have agreed otherwise in writing.

Any deviation from the Terms and Conditions requires the written consent of the Client.

Order and order confirmation: Client’s orders are valid only in writing. The Supplier commits to deliver the ordered material/service in accordance with all the requirements specified in the Purchase Order. If necessary, specific requirements (SR in the form of QA, QR, SR, etc.) will be attached within the sent Purchase Order.

The supplier is obliged to review the order and confirm it in writing no later than three working days after receiving the order. Any change to the confirmation means that the issued order is no longer valid and is considered a new offer from the supplier, which is only valid if the Client confirms it in writing. If the supplier does not reject the order in writing within three working days after its receipt, the order is considered to have been confirmed. The supplier must explain any rejection of the order to the Client in writing. The supplier confirms the orders solely based on the Client’s orders; order confirmations for the characteristics of the goods must be in accordance with the offer, contract and/or agreement. The Client can cancel the order from the supplier until the supplier has started producing the goods or until the supplier has ordered the Client’s goods from its supplier. The cancellation of the order must be submitted to the supplier in writing, and the Client does not bear any costs in this case.

Prices: The prices indicated on the order are binding and deviations are not possible.

Delivery and delivery deadline: The delivery deadline on the order is binding. For any deviation from the contractual term, the supplier must receive a written approval from the Client. If the supplier does not have all the necessary data and the necessary technical documentation for the delivery, despite the fact that the Client has been asked several times (at least twice) to submit such data and documentation, the delivery deadline is extended by the time from the Supplier’s request to the moment when the Client provided the supplier with the necessary data.

If the supplier fails to fulfil its obligation within the deadline, the Client will charge the supplier a penalty in the amount of 1% of the value of the order for each calendar day of delay and all incurred costs and damages incurred by the Client against its customer for this reason, regardless of the reason for the delay. In case of early delivery, the Client may refuse acceptance of goods.

Acceptance of goods: The goods must always be accompanied by a delivery note and, for all agreed materials, a mandatory certificate or declaration of conformity must also be included with the order. If other documentation or samples are requested, this is indicated on the order.

The supplier must label each delivered quantity by individual units, cartons with a label or packing list, which must contain:

-name and address of the supplier,

-name of the Client,

-quantity,

-name of goods,

-production date,

-batch no. (or other means of traceability).

The supplier is obliged to pack the goods in a way that ensures safe transport and storage. The supplier is liable for damages for any damage caused to the Client in any way due to ecologically questionable supplied goods or inappropriate packaging. The goods are accepted when the Client signs the acceptance document, which shows the date of acceptance, stamp and signature of the Client.

Invoices: Invoicing is done for each order separately. Attached to each invoice are delivery notes signed by the responsible person of the Client who accepted the goods/services. The invoice must be issued/sent no later than the last day of the month in which the goods/services are delivered.

Payment terms and conditions: The Client pays the invoice within the agreed payment term. The payment term begins after receipt of a properly issued invoice, but no earlier than the first day after the goods have been correctly delivered or the service has been correctly performed. The Client will pay the invoice within the term agreed between the parties, starting from the day the invoice is issued. If the invoice does not comply with the order or the confirmed offer, the Client can reject the invoice.

Payment of the invoice does not mean confirmation that the delivery or service was performed in accordance with the contract. If the goods or services have defects, the Client is entitled to withhold payment for the invoice that was issued for the goods or services with defects until they are eliminated or a final agreement is reached with the supplier.

Quality of goods and services: The supplier is obliged to deliver the ordered goods in accordance with the order and all attached documentation and in accordance with international, national and internal technical standards. The goods must have normal characteristics and properties that have been specifically agreed upon by the parties. If the supplier knows for what purpose the Client or Client’s customer will use the goods, the goods must also have properties for the known use.

The supplier is obliged in its business system to establish and maintain the quality level of the ordered goods in accordance with the Client’s quality requirements, which it will achieve with effective quality management systems. The Supplier commits to allow the Customer, at the Customer’s request, to verify the operation of the quality and environmental management system and to grant access to its premises to a representative of Reseda and/or to a representative of any interested parties. The supplier is obliged to deliver samples of the contract goods to the Client for confirmation before the start of regular delivery and also at any time upon request. The Client is obliged to examine the samples and inform the supplier about the examination results.

In case of suspicion of delivery of counterfeit parts or materials by the supplier, Reseda informs the supplier and the competent law enforcement authorities. Delivered parts or materials are kept and stored in Reseda warehouse at a location designated for this purpose.

Relationships and conduct with suppliers are described in Reseda’s Code of Ethics.

Complaints about quantities and quality: The Client undertakes to report any inadequate quantity received immediately upon receipt, but no later than within five working days after receipt, and inadequate quality immediately upon discovery, but no later than within six months after receipt, or no later than the expiry date of the goods. For each received complaint, in addition to compensation for any damage, the supplier must also issue an analysis of the cause of the defect and corrective action, usually 30 days after the date of the complaint.

The delivered goods must comply with the order requirements and specifications, drawings and all documents and standards that define the subject of the order. No change or deviation from the order requirements is permitted without written confirmation from the Client. At the Client’s request, the supplier is obliged to provide all documentation regarding the quality of the ordered goods. In the event that the quality of the goods is not specifically specified in the order, the supplier guarantees that it will deliver the goods in a quality that is in compliance with the rules of the profession.

The Supplier commits to enable the Customer, at the Customer’s request, to verify the performance of the quality and environmental management system in the event of recurring complaints and, if necessary, to audit the quality management system.

Change or discontinuation of supplier’s production: The supplier undertakes to notify the Client of the intended discontinuation of production of a certain type of product that it supplies to the Client at least one year before the intended discontinuation.

Jurisdiction: The Client and the supplier shall try to resolve all disputes amicably. If this is not possible, the court in Ptuj has jurisdiction, unless otherwise agreed in the contract.

Environmental protection: Preference is given to suppliers and contractors who have an established and certified ISO 14001 environment management system, as they demonstrate an appropriate attitude towards the environment.

If suppliers and service providers/co-operators do not have an established and certified environment protection system, they must comply with the requirements of the applicable environmental protection legislation in the Republic of Slovenia.

Health and safety at work: The contractor undertakes to comply with the principles of safe work and to use appropriate protective equipment in the workplace.

Nova vas pri Markovcih, on 1 September 2023