General Terms and Conditions of Sale of Marex d.o.o.

1.1. These General Terms and Conditions of Sale govern all contractual relationships and form an integral part of sales transactions between Marex d.o.o., Gasilska cesta 27, Grosuplje, Slovenia (hereinafter: the Seller), and buyers (hereinafter: the Buyer) of goods, products and services from the Seller’s sales programme (hereinafter: the Goods).

1.2. These General Terms and Conditions of Sale apply to all relationships between the Seller and the Buyer, unless the Buyer expressly rejects their application in writing and unless the Seller and the Buyer agree otherwise for an individual case. In case of doubt, only written agreements shall be deemed different agreements.

1.3. These General Terms and Conditions of Sale prevail over the Buyer’s purchasing terms, unless the Buyer and the Seller agree otherwise in writing.

2.1. The Seller’s sales programme includes the Goods listed in official documents, such as price lists and brochures, and on the Seller’s website.

2.2. The Seller may introduce new Goods into the sales programme or remove certain Goods from the sales programme without prior notice, but must fulfil deliveries of Goods for which the Buyer’s order has already been confirmed.

3.1. The Seller considers an enquiry suitable for the preparation of a binding offer if it contains all information required for the delivery of the Goods, in particular but not exclusively: quantity, description with detailed technical specification, quality, type, special properties, required warranties and certificates, drawings, intended use of the Goods, delivery priorities, and the place, time and method of the expected delivery of Goods or services.

3.2. The Seller provides the Buyer with an offer or pro forma invoice based on the Buyer’s enquiry. The offer includes the description, quantity, price, payment method and estimated delivery time. The offer may contain deviations from the Buyer’s enquiry with proposed alternatives, which the Buyer must expressly confirm in the order and which are considered a change to the enquiry.

3.3. Offers without a complete written order from the Buyer are not binding on the Seller.

3.4. A telephone order is valid only if the Seller subsequently sends a written order confirmation.

3.5. The Seller guarantees delivery under the conditions of the offer or pro forma invoice only if the order is received within the validity period of the offer or pro forma invoice.

3.6. An order is deemed complete if it contains all information required to perform the delivery of the Goods, in particular but not exclusively: quantity, detailed description and technical specification, quality, type, special properties, required warranties and certificates, drawings, intended use, delivery priorities, explicit confirmation or rejection of offered alternatives, and the place, time and method of delivery. If any information is missing, the parties are deemed to have agreed on the standard description and properties of the Goods in the Seller’s sales programme.

3.7. Deliveries are carried out on the basis of the Buyer’s written order referring to the Seller’s offer or pro forma invoice number, and on the basis of the Seller’s written order confirmation, which also refers to these General Terms and Conditions of Sale.

4.1. A “working day” means a period of nine consecutive hours from 07:00 to 16:00 on the same day, excluding Saturdays, Sundays, public holidays and non-working days under the applicable legislation of the Republic of Slovenia.

5.1. Goods confirmed by the Seller shall be delivered at the price valid at the time of the order. The agreed price applies to the conditions agreed in the order confirmation. The Seller may change delivery conditions, including price, in the event of changes in quantity, quality, delivery or collection method, special properties, failure by the Buyer to fulfil obligations, or changes in delivery conditions by the manufacturer.

5.2. Unless otherwise agreed, all prices are FCA Seller’s warehouse. The latest edition of INCOTERMS applies to offers, order confirmations and invoices, and to the transfer of risk.

5.3. All duties, taxes, customs charges, fees and similar charges are borne by the Buyer unless otherwise agreed in the order confirmation.

5.4. The usual payment term is 30 days from the invoice date or delivery date for Goods, and 15 days for services, without deduction, in EUR. The Buyer must provide appropriate payment security within eight days of receiving the order confirmation or signing the contract, subject to the Seller’s approval.

5.5. If different payment terms are agreed in the order confirmation or contract, those terms apply.

5.6. Payment is deemed made when the funds are credited to the Seller’s account.

5.7. In case of late payment, the Seller may charge statutory default interest and all collection-related costs.

5.8. The final settlement is carried out after final acceptance of the Goods within the relevant order.

5.9. Standard packaging for road transport is included in the price. Transport costs to the Buyer and other transport packaging are charged separately as specified in the offer or order confirmation.

5.10. Delivery costs are charged according to the Seller’s current price list.

5.11. Pallets and packaging used for packing the Goods are charged according to the Seller’s current price list. If undamaged pallets are returned, the Seller issues a credit note.

6.1. Indicative delivery times are stated in the Seller’s offer or pro forma invoice.

6.2. The final delivery time is defined in the order confirmation sent by the Seller. The agreed delivery time applies only if the Buyer fulfils its obligations, including providing additional information, measurements, drawings and other required data, within the required time.

6.3. If the Buyer’s failure to fulfil obligations may cause a delay of two or more weeks, the Seller may unilaterally determine new delivery deadlines and claim costs amounting to 0.5% of the order value in the part relating to the unfulfilled obligations.

6.4. If such failure may cause a delay of 90 days from the originally agreed delivery date, the Seller may cancel the contract and/or redefine the price and delivery conditions.

6.5. The Seller informs the Buyer in an appropriate manner when the Goods are ready for dispatch.

6.6. In cases of force majeure, production stoppages, machine breakdowns or other extraordinary circumstances at the Seller or its suppliers, the Seller may extend the delivery period for the duration of such circumstances.

6.7. The Seller expressly reserves the right to partial fulfilment of orders and suspension of future deliveries if the Buyer fails to fulfil its obligations.

7.1. In case of collection at the Seller’s business units, the Buyer must inspect and accept the Goods in terms of quantity and quality before loading. The Buyer must announce collection at least two days before the intended collection.

7.2. Transport damage must be recorded in a report signed by the carrier and the recipient. Damaged Goods must be photographed, and the claim with photographs must be submitted to the Seller no later than within 48 hours.

7.3. The Buyer must follow the Seller’s instructions when unloading.

7.4. In case of delay in collecting the Goods, the risk of accidental damage or destruction passes to the Buyer on the day the Buyer falls into delay.

7.5. Returned Goods must not have any damage other than the claimed defects and must be returned in the original packaging within the agreed period.

7.6. Goods ordered according to the Buyer’s specific requirements cannot be returned.

7.7. In case of changes by the Buyer regarding transport or collection dates or scope, the Seller may charge EUR 200 per truck and all actual costs and damages incurred.

7.8. The standard unloading method for Goods up to six metres in length is by forklift with suitable load capacity and fork width. Longer loads must be unloaded according to the Seller’s or manufacturer’s instructions.

7.9. Visible defects must be reported immediately or within eight days of receiving the Goods. If no claim is made within eight working days after arrival at the agreed place, the Goods are deemed accepted.

7.10. If the Buyer does not collect Goods within five days after being notified that they are ready, the Seller may charge 0.5% of the sales value of the Goods for each commenced week of delay, as well as all other recorded costs.

7.11. If the Buyer does not collect the Goods within 14 days of the originally agreed delivery date, the Seller may request payment of the full value of the Goods under the agreed payment terms.

7.12. Upon completion of contractual works or services, the Seller may declare completion in writing and, where applicable, by entry in the construction diary.

7.13. The Seller’s delivery is carried out by vans and trucks within Slovenia on working days. Express delivery terms are subject to separate agreement.

8.1. Each delivery remains the property of the Seller until full payment by the Buyer, including ancillary claims such as interest and costs. The Buyer must store and secure Goods subject to retention of title separately and appropriately.

8.2. If the Buyer acts contrary to the order confirmation or contract, especially in case of late payment, the Seller may take back the Goods. This does not constitute withdrawal from the contract unless expressly stated in writing.

8.3. The Seller’s retention of title also applies to products created by processing, combining or mixing the Goods with other materials, proportionally to the value of the Seller’s delivery.

8.4. If third parties establish or attempt to establish rights over Goods subject to retention of title, the Buyer must immediately notify the Seller and is liable for damages resulting from failure to do so.

9.1. The properties of the Goods are determined by the order confirmation and the technical production capabilities of the Seller’s suppliers. Industry-standard characteristics within the limits of relevant standards do not constitute defects.

9.2. The Seller’s warranty begins when risk passes to the Buyer and expires six months thereafter, unless otherwise agreed in writing.

9.3. For Goods purchased by the Seller from suppliers, the Seller is liable only within the warranty terms of those suppliers or manufacturers.

9.4. The Buyer must inspect all Goods immediately after delivery. Identified defects must be reported in writing within eight days of receipt, and hidden defects immediately upon discovery and in any case within the warranty period.

9.5. If the Buyer does not report defects or processes, modifies or mixes the Goods with other Goods, the delivery is deemed accepted without reservation.

9.6. A defect notice does not release the Buyer from the obligation to pay and does not entitle the Buyer to refuse other deliveries.

9.7. In case of a justified claim, the Seller may take back the Goods at the agreed price, deliver suitable replacement Goods, or repair the defect.

9.8. Warranty claims are invalid if the Buyer or an unauthorised third party intervenes, repairs or attempts to repair the Goods.

9.9. If replacement performance is impossible or unsuccessful after repeated attempts, the Buyer may withdraw from the contractual relationship or request a reduction of the agreed purchase price.

9.10. Warranty does not cover parts subject to rapid wear or damage, or products not maintained according to the Seller’s or manufacturer’s instructions.

9.11. Warranty excludes deviations resulting from failure to follow the prescribed sequence or location of use or installation.

9.12. The burden of proving defects always lies with the Buyer.

9.13. The Seller expressly excludes liability for consequential damages, including damage to persons or machines, business interruption, lost profit and third-party damages, unless caused intentionally or by gross negligence.

9.14. Warranty does not apply to products damaged during transport, through improper use or installation, or use contrary to the enquiry data or instructions of the Seller or manufacturer.

9.15. In case of delayed collection caused by the Buyer, the warranty period begins on the day the Buyer causes the delay.

9.16. If remedying a defect would require excessive costs or is technically impossible, the Buyer may withdraw from the contract and request a reduction of the agreed purchase price.

9.17. Special warranties are possible only on the basis of a specific request stated already in the Buyer’s enquiry and confirmed by the Seller on the basis of a written manufacturer document.

9.18. The Seller warrants the quality of the Goods, such as colour shade deviations of sheet metal surfaces, in accordance with the standards under which the manufacturer produced the Goods.

9.19. Any warranty by the Seller is conditional upon prior fulfilment of the Buyer’s obligations.

10.1. The Seller is not liable for delay or non-performance if caused by circumstances beyond its reasonable control and without fault or negligence, including failure by suppliers, subcontractors, freight forwarders or the Seller to fulfil their obligations.

10.2. The Seller is not liable for damage resulting from delays caused by incorrect or imprecise data, specifications or other information provided by the Buyer, and may claim reimbursement of related costs and damages.

10.3. The Seller is not liable for damages not directly caused to the Goods, especially lost profit or other property or non-property damage, unless caused intentionally or by gross negligence.

10.4. The Buyer must transfer this limitation of liability in favour of the Seller to its own buyers, contractors and other customers where applicable.

11.1. The Buyer undertakes not to assign any claim against the Seller to third parties without the Seller’s prior written consent.

11.2. The parties agree that messages sent by appropriate telecommunication means, including fax and email, are deemed written notices, provided that confirmation of receipt may be required within one day.

12.1. Circumstances such as force majeure, measures of state authorities and other events that cannot be prevented, eliminated or avoided, and which are beyond the party’s control, are deemed impossibility of performance for which the Seller is not liable.

12.2. Force majeure also includes circumstances affecting the Seller or its suppliers, including tool or machine breakdowns, delivery delays by previous suppliers, shortages of labour, energy or raw materials, strikes, lockouts, traffic disruptions and administrative orders.

12.3. If fulfilment becomes difficult or impossible due to such circumstances, the obligation is suspended for the duration of such difficulty or impossibility.

12.4. The party invoking impossibility of performance must prove the existence of such circumstances and notify the other party immediately upon becoming aware of them.

12.5. If the circumstances last more than three months, the Seller and the Buyer shall agree on amendment or cancellation of the order or contract.

13.1. If circumstances arise after the order that make fulfilment significantly more difficult and the order clearly no longer meets the parties’ expectations, the party whose performance is affected may request termination.

13.2. Termination may not be requested if the party invoking changed circumstances should have considered those circumstances when confirming the order, or could have avoided or overcome them.

13.3. A party may not invoke changed circumstances that occurred after expiry of the deadline for fulfilment of its obligation.

13.4. The order is not terminated if the other party offers or agrees that the terms be appropriately amended.

13.5. The Seller may withdraw from fulfilment of the order if it is unable to fulfil its obligations due to force majeure, strike or other circumstances not caused by it; if the Buyer exceeds the agreed payment deadline by more than 20 days without the Seller’s consent; or if the Buyer grossly negligently provides false information affecting its ability to perform.

13.6. The Buyer may withdraw from the order if the Seller intentionally or by gross negligence causes delivery to be impossible under the order confirmation, or if the Seller fails to meet an additional extended delivery deadline.

13.7. In case of mutually agreed termination, the parties must return or settle all received services.

14.1. The Buyer undertakes to keep all information arising from business documentation and the business relationship as a business secret for the entire duration of the business relationship.

14.2. If disclosure could cause significant damage to the Seller even after termination of the business relationship, such information remains a business secret for at least two years after the last order or termination of the contract.

14.3. Business secrets include technical documentation, correspondence, orders, contracts, calculations, instructions, lists, minutes and other information in material or immaterial form.

14.4. The Buyer is liable for material and non-material damage caused by any breach of business secrecy.

15.1. These General Terms apply to relationships valid for orders and not regulated by any individual contract. If a separate contract contains provisions inconsistent with these Terms, the provisions agreed in the contract apply to that individual relationship.

15.2. In cases where these General Terms expressly provide that no different agreement is possible, the content of these Terms applies.

15.3. Any disputes arising from the valid conclusion, breach, termination or legal relationships connected with the Buyer’s order and its fulfilment shall be resolved amicably. If this is not possible, the competent court shall be the competent court in Grosuplje and Slovenian substantive law shall apply.

15.4. If any provision of these General Terms is or becomes invalid in whole or in part, this does not affect the validity of the remaining provisions or the General Terms as a whole.