The General terms and conditions govern the business relations between DepoLink, kontejnerska logistika, d.o.o., Šmarska cesta 7C, 6000 Koper - Capodistria (hereinafter referred to as the buyer) and its suppliers. The General terms and conditions apply to all legal and contractual relations between the buyer and the supplier for the supply of goods and the performance of services, unless otherwise agreed between the buyer and the supplier (hereinafter also referred to as the "parties") on a case-by-case basis. In case of doubt, only agreements concluded in writing shall be deemed to be a special agreement between the parties. These General terms and conditions shall prevail over or exclude the supplier's conditions of sale, unless otherwise agreed in writing between the parties.
The General terms and conditions shall form an integral part of each order or contract.
The buyer's inquiry is an invitation to potential suppliers to bid on the terms and conditions set out in the buyer's inquiry. The buyer's inquiry is non-binding.
The supplier's offer is binding and must be made in writing to the buyer and must refer to the buyer's request. By submitting a tender, the supplier warrants that all the information given is correct and that all the conditions for the proper supply or performance of the service are fulfilled.
The buyer may amend or supplement its request, in which case the potential supplier must also amend or supplement its offer accordingly.
The buyer is obliged to define each order clearly and unambiguously with all the necessary information (e.g. quality, quantity, delivery date, timing, marking and special conditions of the transaction).
The buyer is obliged to provide the supplier with the relevant technical documentation in good time, insofar as this is necessary for the performance of the services ordered or the delivery of the specific goods. Any rejection or partial rejection of an order shall be communicated by the supplier to the buyer in writing, with reasons, within three (3) working days of receipt of the order at the latest.
An offer shall be deemed to have been accepted by the buyer when the buyer has issued the supplier with an order form in writing relating to the offer. The supplier shall confirm the order in writing to the buyer and inform the buyer of the possible delivery date.
If the order confirmation differs from the order itself, the supplier shall clearly indicate this in the confirmation. The buyer must approve the changes to the supplier, failing which the buyer shall withdraw from the order.
A written contract shall be concluded with the selected supplier for legal transactions. A written contract may also be concluded for purchases of a smaller value if the buyer considers that concluding a purchase transaction without a contract does not ensure adequate management of purchasing risks. The buyer shall also issue a purchase order for contractually agreed purchases of goods and services, unless otherwise agreed.
The place of delivery shall be within the area of DepoLink, container logistics, d.o.o., Šmarska cesta 7C, 6000 Koper - Capodistria, unless otherwise agreed.
The supplier shall deliver the goods or services in accordance with the purchase order or the written contract concluded. Each delivery of goods or services shall be confirmed by the buyer's signature on the delivery note or work order, which the supplier shall be obliged to enclose with each consignment.
The delivery period shall be agreed between the parties in the purchase order or contract. Unless otherwise agreed by the parties, the commencement of the delivery period shall be deemed to be the date of issue of the order to the supplier.
A shipment shall be deemed to have arrived on time if it arrives at the destination specified by the buyer within the time limit. However, the delivery of equipment, including installation and performance of services, shall be deemed to have been made on time if it is taken over by the buyer on the agreed date. The buyer reserves the right to change the schedule and shall notify the supplier immediately.
The supplier undertakes to inform the buyer in writing and in good time of any circumstances which may affect or influence the proper and timely performance of its obligations under the contract.
In the event of any delay in delivery, the supplier shall inform the buyer in writing and agree with the buyer on the further course of action to be taken with regard to delivery. The delivery period will be extended in this case only if the buyer accepts such extension in writing.
If the supplier fails to meet the contractual deadlines and does not proceed with delivery even after having received written warning, the buyer may insist on performance of the contract and at the same time claim compensation from the supplier for actual and consequential damages or withdraw from the contract in whole or in part and claim compensation for actual and consequential damages. If the supplier withdraws from the contract before or during the performance of the services or the delivery of the goods, the supplier shall be liable to pay the buyer the difference in price incurred after the acquisition of the new supplier, as well as all damages and lost profits.
If the supplier has failed to deliver the goods (services) within the agreed contractual period and the buyer has suffered damages as a result which exceed the contractual penalty, the buyer shall charge the supplier the difference between the contractual penalty and the actual damages suffered.
Packaging must be suitable for the type and method of transport, so that the goods cannot be damaged or their functional value reduced during transport. Damage to or loss of goods due to defective or inadequate packaging shall be the responsibility of the supplier.
Each packaging unit must bear the relevant particulars specified in the order. Each consignment must be accompanied by a delivery note and other documents in accordance with the order (technical instructions, quality certificates, a-tests, etc.).
The supplier shall dispose of at his own expense all packaging and environmentally controversial waste resulting either from the use of the hazardous substance or from the use of environmentally controversial packaging. If he fails to do so, the buyer shall be entitled to reimbursement of the actual costs of removal or destruction of the packaging.
The buyer shall return all returnable packaging to the supplier, failing which the supplier shall be entitled to charge the buyer.
The invoice must be sent to the address indicated in the order or contract and must contain the information required by the order, the contract and the law. The supplier must indicate the purchase order or contract number on all invoices.
The buyer reserves the right to reject any invoice not made in accordance with the above information.
Unless otherwise agreed, payment shall be made within 30 days of the date of delivery or service. The buyer may withhold payment until the defects have been remedied.
No invoice shall be payable if the goods or services have not been ordered in writing or contractually agreed and accepted in evidence by the buyer.
The supplier may not assign, pledge, sell or otherwise dispose of any of its claims, whether prospective or existing, against the buyer without the buyer's prior written consent.
Types or means of insurance:
The buyer shall inspect the goods on receipt in the usual way. The normal manner shall be deemed to be an inspection of the quantity of the goods received, their conformity to the specification and the undamaged condition of the packaging and the goods. If, on delivery of the goods or services, they are found not to be in accordance with the order or the contract, the buyer shall send the supplier a complaint in writing within 8 days of receipt of the goods or services and shall allow the supplier a reasonable additional period within which to fulfil its obligations under the order or the contract. The additional reasonable period shall be a maximum of 10 days, but may be reduced according to the circumstances of the case. The buyer shall not set an additional reasonable period if it is more than evident that the supplier is unable to deliver (e.g. insolvency proceedings have been initiated against the supplier, the supplier's production has ceased, etc.).
Unless otherwise provided for in a legal transaction, the supplier shall be bound by the statutory warranty periods or longer warranty periods given by the Supplier.
The supplier shall be obliged to remedy, at its own expense, any defects which become apparent during the warranty period. In the event of defects during the warranty period, the buyer shall draw up a defect complaint report and submit it to the supplier. The Supplier shall proceed to rectify the defects at the first request of the buyer and shall rectify them within a reasonable period of time specified by the buyer.
The warranty period shall commence when the buyer accepts the complete delivery of the goods or the performance of the services in full conformity with the applicable contractual obligations or the purchase order. If the deliveries/services are only partially completed and the buyer has already started to use them, the warranty period shall not yet start. Defects which are discovered during the warranty period shall be remedied by the supplier at the supplier's own expense, in agreement with the purchaser and at no cost to the purchaser. The warranty period for the supply or servicing of a part which has been replaced or repaired shall start again after the defect has been rectified.
The supplier shall be liable for any damage caused by the defects and the reconditioning of the goods/services supplied. Liability includes, without limitation, fines imposed by public authorities and third party claims against the purchaser.
The sum payable by the buyer to the supplier shall include full payment for the transfer of intellectual property (e.g. patent, design, trademark, trade dress, utility model and copyright rights) to the buyer to the extent necessary for the free use of the contract material and/or service. By such payment, the buyer shall receive the copyright or a non-exclusive, royalty-free licence to all material or service of the supplier including all plans, drawings, sketches, engineering and basic design. These rules shall apply in particular to copyrights, patents, utility models, trademarks, know-how and other industrial and intellectual property rights used by the supplier in the course of performance or required by the buyer for the use of the goods or services. The supplier shall be responsible for ensuring that the intellectual property rights of third parties are not infringed and, in the event of infringement, for protecting and not causing damage to the company.
The parties shall protect the trade secrets of the other party of which they become aware in connection with the performance of their duties arising out of the business relationship in accordance with these General terms and conditions and shall not disclose such trade secrets to unauthorised third parties.
Trade secrets include all documents and information relating to the transaction and the business relationship of the parties.
The parties expressly undertake to instruct their employees who have access to the content of this relationship and who participate in its implementation in their capacity as such, of the obligation to protect their business secrets.
The supplier declares that its protection of personal data is regulated in accordance with the applicable legislation. The buyer undertakes to protect all personal data which will be used solely for the purpose of purchasing the goods or ordering the services.
The obligation to protect business secrets and personal data shall not cease even after the termination of the business relationship of the parties.
In the event of a breach of the obligation to protect business secrets and personal data, the contracting party shall be liable for any damage caused to the other contracting party and shall undertake to be materially and criminally liable for any damage caused.
The supplier undertakes to comply with the regulations on occupational health and safety, fire safety and other internal regulations of DepoLink during the execution of the order/contract to be executed on the premises of DepoLink d.o.o.
In the event of an accident or environmental pollution, DepoLink will take care of the prevention and remediation of the consequences and the person causing the accident or environmental pollution will be obliged to reimburse DepoLink for the costs incurred. The supplier providing services in DepoLink's area is obliged to ensure that the waste generated by the provision of the services is removed. The disposal of waste in containers owned by DepoLink is prohibited, except in cases where this is otherwise contractually agreed or the supplier has a contract with a waste management company.
The supplier is also obliged to provide all legally required documentation (e.g. waste removal or disposal permit), even if not specifically requested to do so by the Buyer.
The supplier may withdraw from the order only with the prior written consent of the buyer. If the supplier withdraws from the contract before or during the performance of the services or delivery of the goods ordered, the supplier shall be liable to pay the buyer the price difference incurred after the acquisition of the new supplier, as well as all damages and lost profits. The buyer may withdraw from the order/contract without notice in the following cases:
The buyer may also withdraw from the contract if it becomes aware that the supplier:
All of the foregoing in the preceding paragraph shall also apply where the circumstances or conduct of the supplier relate to the supplier's members of management or control or corporate beneficiaries (e.g. shareholders) who are in a position to influence the supplier's decisions and actions.
The notice of termination or withdrawal shall be given by registered post and shall take effect from the date of service on the other party to the contract or, in the event of failure of service, from the date of the first attempted unsuccessful delivery of the registered post.
In the event of termination of the contract/order for any reason, all rights and obligations of the parties acquired or incurred during its validity shall remain in force, unless otherwise provided in the contract or in the General terms and conditions.
The supplier is obliged to observe a high level of integrity in all areas of its business. Extortion, non-transparency, corruption and other unethical practices are prohibited and shall be reported to the buyer's corporate integrity officer.
Nor shall any gifts, benefits, services or the like be given, promised, accepted or solicited, directly or indirectly, that are intended to influence the independence of the buyer's employees in transacting business.
The buyer and the supplier shall strictly observe a zero tolerance for corruption in their dealings with each other. For each legal transaction that the buyer enters into with the supplier, whether through a purchase order, a purchase order amendment or a contract, the following anti-corruption clause shall be an integral part of the legal transaction:
"The parties acknowledge and confirm that they are aware that this contract shall be void if at any stage during the formation or performance of this contract any person, on behalf or for the account of the supplier, promises, offers or gives any unauthorised advantage to any representative or agent of the buyer in order to obtain business under this contract, to obtain a transaction on more favourable terms, to omit to exercise due control over the performance of its obligations under the contract, or for any other act or omission by which the buyer is or will be damaged or the buyer's representative or agent and/or the supplier's representative. "
DepoLink is committed to a code of conduct based on the United Nations Global Compact (www.unglobalcompact.org). The supplier hereby commits itself to the buyer's code of conduct:
In the event of non-compliance with the above obligations, the buyer shall have the right to refuse a written invitation to discuss such actual or alleged non-compliance within a reasonable period of time, or if, during the discussion, it has not been possible to take appropriate measures and time limits for improvement on the part of the supplier. The buyer shall also have the right, at its sole discretion, to place the supplier on the list of economic operators with which it is not permitted to do business for any further cooperation.
The supplier shall have the right to extend the time limits for delivery of the goods or services in the event of circumstances constituting force majeure. Force majeure shall mean extraordinary, insurmountable and unforeseeable circumstances which could not have been foreseen, avoided or averted and which arise after the conclusion of the legal transaction and are beyond the will or sphere of the contracting parties.
The supplier shall, to the extent objectively possible, supply the goods or services to the buyer in the event of unforeseeable circumstances arising from force majeure. The parties shall immediately notify each other of the occurrence of the circumstances constituting force majeure and agree on the further performance of the transaction. If one party to the contract is prevented from performing its obligations by an event of force majeure and fails to notify the other party, it shall lose the right to rely on the force majeure as a justification, excuse or basis for exercising any other rights that it would otherwise have had as a result of the event of force majeure.
Any dispute shall be settled amicably between the buyer and the supplier. If no agreement is reached, disputes shall be settled by the court of competent jurisdiction in Koper. All legal proceedings between the buyer and the supplier shall be exclusively governed by the laws of the Republic of Slovenia.
The General terms and conditions shall remain in force indefinitely or until the new or amended general conditions of business come into force. The buyer reserves the right to modify the provisions of these General terms and conditions. Should any particular provision of these General terms and conditions become or prove to be invalid or unenforceable in whole or in part, the validity or enforceability of the remaining provisions of these General terms and conditions shall not be affected. The buyer shall notify the supplier of any intended amendment to these Terms and conditions or the entry into force of new General terms and conditions. Upon the announced or published entry into force of the new or amended General terms and conditions, the supplier may terminate the valid legal transaction by giving ninety (90) days written notice of termination prior to the anticipated entry into force of the new or amended General terms and conditions.
The buyer and the supplier shall be bound only by those obligations set out in these General terms and conditions or agreed in writing between them and by those provisions of the code of obligations, other laws and regulations which are mandatory in nature.
Each party to the contract shall immediately notify the other party in writing of any change in the information concerning the registered office of the company or any other information.
The law of the Republic of Slovenia shall apply to the interpretation and assessment of all provisions of these General terms and conditions, as well as to the regulation of the relations arising out of any legal transactions resulting therefrom. The application of the provisions of the United Nations Convention on the International Sale of Goods (CISG) is expressly excluded by these General terms and conditions.
These General terms and conditions may be written in several languages. In the event of any ambiguity or inconsistency, the Slovene language shall always prevail.
These General terms and conditions shall be published on the website of DepoLink d.o.o. and shall be valid from 20.01.2023.