General Terms and Conditions of Lokacom d.o.o.
as of 13th of January 2023
Sales of our products are governed exclusively by the following terms and conditions, even if we fail to refute contrary purchasing terms of the customer in individual cases. Even if previously objected to, our general terms and conditions are deemed to be recognized by the customer without reservation when delivery of our products is accepted. Contrary terms are ineffective without our prior express written consent. Our terms and conditions also apply to all future business transactions with the customer.
- Offers and prices
Our offers are non-binding. We reserve the right to increase our prices accordingly if cost increases arise after the contract is entered into. We will produce documentary evidence of these to the customer upon request. Verbal price and delivery information from employees is always non-binding.
- Dispatch and transfer of risk
Delivery is from our distribution partners’ European warehouses. Unless the order confirmation contains a provision to the contrary, delivery is ex-works from Škofja Loka. Dispatch is carried out at the expense and risk of the customer.
- Delivery dates
If an agreed delivery date is not met and the customer allows a reasonable additional period of grace to no effect, the customer is then entitled to withdraw from the contract. The customer is only entitled to claim compensation for damage or loss if the default is attributable to wilful intent or gross negligence. Such claims are limited to 50% of the damage or loss incurred. Fulfillment of our supply commitments is conditional on the timely and proper performance of the customer’s obligations.
- Payment, offsetting, retention
Statutory value-added tax is not included in our prices. It is shown separately on the invoice at the statutory rate as of the invoice date. In the case of late payment, default interest at a rate of 5 percent points p.a. above the base interest rate which the Slovenian Central Bank publishes in the federal gazette is payable. If we can prove that the damage or loss is greater than this, we are entitled to claim this. If, after confirmation of the order, circumstances come to our attention that justify doubts about the creditworthiness of the customer or the customer is in arrears with other liabilities, we are entitled to make the delivery of this and further orders conditional on payment in advance. The customer is only entitled to offset counterclaims that are recognized by declaratory judgment or which are undisputed or recognized by us. The customer has no right of retention based on disputed counterclaims.
- Retention of title
Goods supplied (goods subject to retention of title) remain our property until complete payment of the purchase price and all existing and future claims (including all current account balances) resulting from our business association with the customer are received. Goods subject to retention of title may be sold by the customer in the proper course of business. The customer’s accounts receivable from its customers as the result of resale are assigned to us when the goods subject to retention of title are resold. The customer is entitled to collect such accounts receivable until this entitlement is revoked. Our authority to collect the accounts receivable ourselves is not affected by this. We undertake, however, to refrain from collection provided that the customer meets its payment obligations, is not in default with payment, and, in particular, no application has been filed for insolvency proceedings and no cessation of payment has taken place. In such an event, we are entitled to demand that the customer divulges the assigned accounts receivable and details of the relevant debtors. In this case, we are entitled to notify these debtors about the assignment. If the item purchased is processed by the customer, this is carried out on our behalf. We acquire joint titles to the new item in proportion to the value of the item purchased compared with the value on the processing date of items jointly processed. The above rights of security will be relinquished upon request by the customer if and to the extent that the value of the security exceeds the value of the secured claim by more than 20%. Attachment or other third-party interference prejudicial to our rights must be notified to us in writing without delay. The assertion of the retention of title, as well as the attachment of the item supplied by us, will not be regarded as cancellation of the agreement. The transfer of control of the goods delivered by us to the end customer in the case of foreign deliveries only takes effect when the goods have left Slovenia, by § 3 paragraph 1 of the Slovenian VAT Act (zDDV).
- Factoring – not yet available
If the customer is supplied on account, we will transfer the claim from the invoice to _bank, bank address_, as part of a factoring agreement. Invoices and credits will be passed on to _factoring_bank. This does not apply to customers who are supplied by credit card/PayPal or pre-payment. All payments are to be made in full to Lokacom d.o.o. Bank details may be found on the respective invoices. Direct debits (B2B SEPA direct debits) are collected directly from Lokacom d.o.o.
- Information and advice, Internet
All written and verbal statements about the suitability and possible applications of our products are made to the best of our knowledge. They represent only our findings through experience, however, and do not constitute promises. On the contrary, the customer must carry out his tests to ensure the suitability of the products for the intended purpose. Information from our brochures, technical documents, and the internet site is subject to errors and technical changes, which do not reduce the overall practical value of the product, as well as color deviations. Specifications change without notification to the customer.
The goods supplied must be promptly inspected by the customer about quantity and quality, and any complaints must be notified without delay (ZVPot). If the item purchased contains a defect for which we are responsible, we are entitled at our discretion to repair the defect or supply a replacement. If we are not willing or able to do so, or the repair or replacement is not satisfactory, the customer is entitled at his discretion to withdraw from the contract or demand a reduction in the purchase price. We do not give the rights of repair or replacement for insignificant defects. In the absence of a contrary provision hereinafter, further claims by the customer for whatever legal reason are excluded. We are therefore not liable for damage or loss apart from the actual item supplied. In particular, we are not liable for lost profit or other financial losses of the customer. This restriction of liability does not apply if the cause of the damage or loss is attributable to wilful intent or gross negligence, or if the customer has a claim for damages for non-performance as the result of the absence of a promised characteristic. The liability for culpably caused physical damage is not limited. We are liable for bodily injuries or property damages on privately used objects in compliance with the product liability code. All warranty claims are dropped if modifications to the goods supplied are carried out by third parties or the goods are processed. The warranty excludes defects resulting from improper use, including the use of unsuitable accessories or unsuitable materials. Warranty claims expire 12 months after delivery of the goods.
- Restriction of liability/statute of limitation
In the absence of contrary provisions in the above, all liability, including in particular liability for faults in conclusion of the contract, non-performance or defective performance, and liability for consequential or indirect damage or loss, is excluded. For the loss of data and programs, or their recovery, we are also liable only to the extent specified in Paragraph 10, and only insofar that this loss would not have been avoidable through appropriate precautionary measures taken by the customer, in particular, the creation of backup copies of all data and programs, as well as the execution of “accuracy checks”. All claims of the purchaser are subject to a statute of limitation of 12 months. In case of wilful or fraudulent behavior or claims according to the product liability code the legal time limits apply.
- Copyright tax
If the invoice does not contain an explicit reference to the copyright levy for a specific device or storage medium, the purchaser shall release Lokacom from claims from a copyright collective for a copyright levy for the products he purchased from Lokacom. If a copyright collective files a claim against Lokacom, the purchaser is obliged to pay Lokacom the copyright levy that Lokacom paid for the products that were purchased by the purchaser, as well as to refund any further damages incurred by Lokacom, including all reasonable costs for legal defense.
- Demo devices
If products or materials are supplied to a contractual partner on loan or for trial (“demo devices”), they remain the property of Lokacom. Lokacom has the right to demand the return of the demo devices at any time within ten days. If the contractual partner fails to comply with this obligation, the products are deemed to have been purchased at the list price that was valid on the day of the deadline.
- The obligation of access data confidentiality and monitoring
The customer is obliged to keep his access data in the form of his user’s name and password secret, and to protect them against unauthorized access by third parties. He is also responsible for the confidentiality of the access data by employees and will instruct his employees accordingly. The customer shall notify Lokacom immediately if he suspects or confirms unauthorized use of his access data.
- Liability of the customer for unauthorized use of access data
The customer is fully liable for damage caused to Lokacom by the unauthorized use of his access data if and insofar as the customer culpably violates his aforementioned obligation to monitor and keep his access data confidential.
- Data protection
15.1. The parties are obligated to comply with applicable data protection laws, including the Federal Data Protection Act and the EU Data Protection Regulation (EU Regulation 2016/679), when processing the personal data of the other party.
15.2. If we process personal data as a processor on behalf of the customer in the context of deliveries or services, special regulations from the Order-related Data Agreement are applicable in addition to these General Terms and Conditions. The special regulations are available in the section Provisions on Order Data Processing
- Place of performance, jurisdiction, and applicable law
The place of performance and jurisdiction is, as far as permissible, Kranj, Slovenia. Slovenian law applies exclusively. The CISG (Convention of the United Nations of 11 April 1980 concerning Contracts for the International Sale of Goods) is excluded.
- Individual agreements
Individual agreements take precedence over these General Terms and Conditions if they are in written form.
Failure by Lokacom to exercise rights does not constitute a waiver of such rights. The ineffectiveness of individual provisions does not affect the binding nature of these General Terms and Conditions in other regards.
Provisions on Order Data Processing
- Lokacom d.o.o. (“Lokacom”) agrees that the Customer may, in some cases, be the responsible person (Ordering Party) for personal data, according to applicable data protection laws, which Lokacom receives from the Customer and processes on behalf of the Customer, as part of the provision of services under the General Terms and Conditions. Lokacom would then be the processor for the processing of the Customer’s data; Lokacom, however, retains all rights, titles, and interests in the personal information that Lokacom provides to the Customer, and will consider the Customer as a processor for the processing of Lokacom Personal Information by the General Terms and Conditions.
- The Customer agrees that Lokacom may transfer personal information, including those of the Customer’s customers, to Lokacom d.o.o., other Lokacom affiliates, manufacturers/sub-suppliers, and/or sub-contractors located in the United States or third countries to fulfill their contractual obligations by the General Terms and Conditions, fulfilling contractual obligations to manufacturers/suppliers and/or fulfilling other legal obligations.
- Lokacom may rely on the Customer that he has obtained the consent of the parties concerned (Data Subjects) if and where required, and/or otherwise is legally entitled to process personal data through Lokacom. The Customer agrees that to safeguard their claims and to fulfill their obligations, Lokacom has the right to provide detailed information about quantities, articles, sales, and the name and address of the Customer, as well as the End Customer, to manufacturers/sub-suppliers, especially in project business (manufacturer-supported retail business) at home and abroad (manufacturer reporting).
- As long as Lokacom processes personal data on behalf of the Customer, Lokacom has the following obligations:
a) To process personal data only for legal purposes, by the documented instructions of the Customer and for no purpose other than those specified by the Customer, in compliance with the provisions of data protection laws;
b) Not to transfer personal data to countries outside the European Economic Area (EEA), to otherwise disclose any personal information to third parties or make it available elsewhere without the Customer’s prior written consent, except, as may be necessary, to enable Lokacom to comply with any legal obligation, or General Terms and Conditions, or other agreement with the Customer;
c) To take reasonable measures to ensure the trustworthiness of the employees who have access to the Customer’s data, which are processed in the context of providing the products or services by the General Terms and Conditions, and to ensure that these employees are subject to confidentiality;
d) To take appropriate technical and organizational measures against unauthorized or unlawful disclosure and processing of personal data and its accidental loss, destruction, or damage;
e) To inform and collaborate with the Customer as soon as possible upon any inquiries from Data Subjects, third-party communications, breaches of security, or the loss of the Customer’s data, to prevent/alleviate any consequences;
f) To provide the Customer with adequate support to fulfill his obligations by data protection laws;
g) Upon termination of the business relationship with the Customer, cease the processing of the Customer’s data and any files containing personal data, and either delete it or, at the option of the Customer, return it, with the exception that Lokacom and is entitled to store copies of personal data for the fulfillment of their other legal obligations;
h) Not to outsource the processing of the Customer’s data to third parties without the Customer’s express prior written consent, which may not be unreasonably withheld, except Lokacom -related companies, factoring banks, freight forwarders, and sub-contractors. Lokacom remains responsible to the Customer regarding the use of affiliates and third parties who, as sub-contractors, process the Customer’s personal information;
i) Upon reasonable notice, Lokacom agrees to facilitate and contribute to providing the Customer, or a mutually agreed upon the independent and confidential party, with all information required to demonstrate compliance with Lokacom ‘s processing obligations under the General Terms and Conditions and to conduct audits, including inspections. All audits and inspections must be performed at the Customer’s expense during working hours and must not interfere with Lokacom’s business operations.
General Terms and Conditions might be changed without prior notice.