Terms and Conditions

General Sales Terms and Conditions of Marex Ltd. No.1/2021


I. Validity of the conditions

1.1. These general sales terms and conditions govern all contractual relationships and are an integral part of sales transactions between Marex Ltd., Gasilska cesta 27, Grosuplje, Slovenia (hereinafter referred to as the “seller”) and customers (hereinafter referred to as the “buyer”) of goods, products, and services from its sales program (hereinafter referred to as the “goods”).

1.2. These General Sales Terms and Conditions are applicable to all relationships between the seller and the buyer, unless the buyer explicitly rejects their application in writing and unless the seller and the buyer have agreed otherwise for a specific case. In case of doubt, only agreements in written form shall be considered as different arrangements.

1.3. These general sales terms and conditions prevail over the buyer’s purchasing conditions, unless the buyer and the seller agree otherwise in writing.


II. Sales Program

2.1. The seller’s sales program includes goods listed in official documents (price lists, brochures, etc.) and on the seller’s website.

2.2. The seller may introduce new goods into the sales program or exclude certain goods from the sales program without prior notice but is obliged to deliver goods for which the buyer’s order has already been confirmed.


III. Inquiry, Offers, and Orders

3.1. The seller considers an inquiry appropriate for preparing a binding offer if it contains all the necessary information for the delivery of goods, particularly, but not exclusively: quantity, description with detailed technical specifications, quality, type, specific features, required warranties and certificates, plans, description of the intended use of the goods, delivery priorities, as well as the place, time, and method of the expected delivery of goods or services.

3.2. The seller provides the buyer with an offer or a proforma invoice based on the buyer’s inquiry, which includes a description, quantity, price, payment method, and an approximate estimated delivery period of the goods. The offer may include deviations from the buyer’s inquiry with proposed alternatives, which the buyer must unambiguously confirm in their order and are considered as a change to the inquiry.

3.3. Offers without a complete written order from the buyer are non-binding on the seller.

3.4. A telephone order is valid only if the seller subsequently sends a written order confirmation – Order Confirmation.

3.5. The seller guarantees deliveries under the conditions stated in the offer or proforma invoice only if the order is received within the validity period of the offer or proforma invoice.

3.6. An order is considered complete if it contains all the necessary information for the delivery of goods, particularly, but not exclusively: quantity, description with detailed technical specifications, quality, type, specific features, required warranties and certificates, plans, intended use of the goods, delivery priorities, explicit confirmation or rejection of offered alternatives, as well as the place, time, and method of the expected delivery of goods or services. If any of the information is missing, it is deemed that the parties have agreed to the standard description and characteristics of the goods in the seller’s sales program. In this case, the seller attaches the standard documentation of the goods’ manufacturer to the goods.

Goods that are not confirmed or rejected by the buyer in the order based on the seller’s offer will not be included in the order confirmation.

3.7. The seller delivers the goods based on a written order from the buyer, which refers to the offer or proforma invoice number of the seller, and their written order confirmation – Order Confirmation – which also refers to these ‘General Terms and Conditions of Business of Marex Ltd.’

The seller reserves the right to confirm or reject the buyer’s order within 30 days. During this period, the order is binding on the buyer.

Upon receipt of the order, the buyer must return the signed Order Confirmation to the seller within 3 working days. It is deemed that the buyer agrees with the seller’s Order Confirmation if they do not object to it in writing within 3 days of its receipt.


IV. Definition of a Working Day

4.1. “Working day” means a period of 9 consecutive hours from 07:00 to 16:00 of the same day, excluding Saturdays, Sundays, public holidays, and non-working days according to the applicable legislation in the Republic of Slovenia.


V. Prices and Payment Terms

5.1. Goods for which the seller confirms the order must be delivered at the price valid at the time of the order. The agreed price applies to the conditions specified in the order confirmation. The seller has the right to change the delivery terms (including price) in the event of any changes in quantities, quality, mode of delivery or pickup, specific features, non-compliance with obligations by the buyer, or changed conditions of supply by the manufacturer. The seller also has the right to recover all incurred costs and any damages resulting from changes to the buyer’s order.

5.2. All prices are FCA (Free Carrier) warehouse of the seller unless otherwise agreed. In all cases, the latest edition of INCOTERMS, as used in offers, order confirmations, invoices, and risk transfer definitions, shall be applied to define the parity.

5.3. All duties, including taxes, customs duties, fees, etc., are the responsibility of the buyer unless otherwise agreed in the order confirmation.

5.4. The usual payment term is 30 days from the date of invoice issuance or delivery for goods, and 15 days for services, without any deduction, in EURO currency. The buyer is obliged to provide appropriate payment security within 8 days of receiving the order confirmation or signing the contract, as confirmed by the seller.

5.5. In case of different payment terms than those stated in point 5.4, as written in the order confirmation or in the concluded contract between the seller and the buyer, the conditions specified in the order confirmation or contract shall apply.

5.6. Payment is considered executed when the money is in the seller’s account.

5.7. In case of payment delays by the buyer, the seller has the right to charge statutory late payment interest and all costs associated with the collection of payment.

5.8. The final settlement is made after the final acceptance of the goods within each individual order.

5.9. Standard packaging for road transport is included in the price. The seller separately charges transportation costs to the buyer and any other transport packaging based on the information provided in the offer or order confirmation. Any non-standard packaging requirements by the buyer are subject to agreement with the seller, with additional costs borne by the buyer.

5.10. The cost of delivery to the buyer is charged according to the current price list of the seller.

5.11. The cost of pallets and packaging used for packaging the goods is charged to the buyer by the seller based on the current price list. In the case of returning undamaged pallets, the seller issues a credit note to the buyer.


VI. Delivery Times

6.1. Indicative delivery times are specified in the offer or proforma invoice of the seller.

6.2. The delivery time is mutually agreed upon by the seller and the buyer for each individual order. The final delivery time is determined in the order confirmation sent by the seller to the buyer. The agreed delivery time is valid if the buyer fulfils their obligations as agreed (additional information regarding the goods, measurements, plans, etc.) within the defined time period required by the seller’s suppliers. Otherwise, the seller has the right to modify the terms of the order confirmation and specify new delivery conditions.

6.3. In the event that the buyer’s failure to fulfil their obligations may cause a delay of 2 or more weeks beyond the specified delivery times, especially concerning the buyer’s delay in payment, late submission or incorrect data, or other information (including any confirmations of goods’ properties) that the buyer is required to provide:

– the seller has the right to unilaterally redefine new delivery times,
– the seller has the right to request the buyer to pay costs amounting to 0.5% of the order value for the extent related to the buyer’s unfulfiled obligations

6.4. In the event that the buyer’s failure to fulfil their obligations may cause a delay of 90 days from the originally specified delivery date, the seller has the:

– right to terminate the contract and/or
– right to redefine the price and delivery conditions and/or

6.5. The seller informs the buyer in a suitable manner (email, fax, phone, etc.) when the goods are ready for shipment.

6.6. In cases of force majeure, production disruptions, machinery accidents, and other exceptional circumstances at the seller or their suppliers, the seller reserves the right to extend the order fulfilment period for a duration equal to the duration of such extraordinary events. The buyer is notified of this in writing.

6.7. The seller explicitly reserves the right to partial fulfilment of the order and suspension of future deliveries in case of the buyer’s failure to fulfil their obligations.


 VII. Goods Receipt and Handover

7.1. In the case of collection at the seller’s business premises, the buyer must inspect and accept the goods in terms of quantity and quality before loading them onto the transport vehicle. The buyer must notify the planned collection at least 2 days in advance. In the case of self-transportation, the buyer must provide a suitable means of transport based on the dimensions/weight of the goods; otherwise, the seller has the right to refuse loading.

The transfer of risk is defined in such a way that the risk of loss, destruction, or damage of the goods (shipment) passes to the buyer at the moment of delivery of the shipment to the carrier if the delivery is organised by the seller. In the case of self-collection, the risk passes to the buyer at the moment when the shipment is loaded onto the buyer’s transport vehicle.

7.2. Transport damages must be recorded in a protocol signed by the carrier and the recipient of the goods. The damaged goods must be photographed. The buyer is required to submit a complaint with photographs to the seller within 48 hours. If the buyer fails to submit a timely and accurate complaint, the buyer’s claim will be considered unfounded. In the case of visible damages that existed prior to the unloading of the goods, the buyer must take photographs of the damaged goods before unloading and record the damages on a document (delivery note, CMR, etc.) signed by the truck driver and the buyer.

7.3. The buyer must follow the seller’s instructions during unloading.

7.4. In the event of a delay in accepting the goods, the risk of accidental damage or destruction of the goods passes to the buyer from the day the buyer is in delay.

7.5. Returned goods must not have any additional damage other than the reported damage and must be returned to the seller in the original packaging within the agreed timeframe.

7.6. Returns of goods ordered according to the buyer’s preference are not possible. In the case of returning goods from stock, the seller charges the buyer 10% handling costs or in accordance with the costs charged by suppliers of the respective commercial goods.

7.7. In the event of changes by the buyer regarding the transportation/receipt of goods, the seller has the right to charge EUR 200 per truck and all actual costs and damages (in accordance with the CMR Convention, e.g., ‘waiting time’, etc.).

7.8. The standard method of unloading goods up to a length of 6 meters is with a forklift truck that has the appropriate load capacity and outer fork width of at least 1.5m. For longer loads, unloading must be carried out according to the seller’s or manufacturer’s instructions.

7.9. Vidne napake mora kupec ugovarjati nemudoma oziroma v osmih dneh po prevzemu blaga. V trgovskem prometu veljavna pravila o preiskavi blaga in grajanju napak ostanejo veljavna. Če v osmih delovnih dneh po dospetju blaga na dogovorjeni kraj ni podana reklamacija blaga, se šteje, da je blago sprejeto.

7.10. If the buyer fails to collect the goods within 5 days from the descriptive notification that the goods are ready for collection, the seller has the right to charge 0.5% of the sales value of the goods ready for collection for each commenced week of delay, as well as any other documented actual costs incurred by the seller due to the buyer’s delay in collecting the goods. In the case of delayed collection of goods, the risk of accidental damage or destruction of the goods is transferred to the buyer on the day of the buyer’s delay in collection.

7.11. If the buyer fails to collect the goods within 14 days from the originally agreed delivery deadline, the seller has the right to request payment for the full value of the goods under the agreed payment terms, which shall start counting from the originally agreed delivery deadline. It is considered that the seller has properly handed over the goods, and based on this, the seller can issue an invoice to the buyer with the payment terms specified in the order confirmation.

7.12. Upon completion of all contractual works in the case of service provision or construction works within projects, the seller provides a statement entered in the construction diary that the contractual works have been executed and informs the buyer about it in writing.

7.13. The seller’s delivery is carried out by vans and trucks within the territory of Slovenia on working days. The terms of express delivery of shipments are subject to special agreements between the seller and the buyer.


VIII. Reservation of Ownership

8.1. Each delivery remains the property of the seller until the buyer has made full payment, including any ancillary claims such as interest and costs, regardless of their basis. The buyer is obliged to keep the goods subject to the seller’s reservation of ownership separate, store them appropriately, and ensure their protection.

8.2. In the event that the buyer acts contrary to the order confirmation or the concluded contract, especially in the case of payment delays, the seller is entitled to take back the goods. This shall not be considered as the seller’s withdrawal from the contractual relationship unless expressly stated in writing.

8.3. The seller’s reservation of ownership also applies to products resulting from processing or transformation. In the case of processing, combining, or mixing the goods subject to the reservation of ownership with other materials, the seller shall be co-owner of the resulting products proportionally to the value of the seller’s delivery compared to the value of the other materials. In all mentioned cases, the buyer is considered a custodian and shall cooperate in all necessary or beneficial measures for the protection of the seller’s property.

8.4. If third parties establish or seek to establish rights on the goods subject to the reservation of ownership, the buyer must immediately notify the seller; otherwise, the buyer shall be liable for the consequences.


IX. Warranty for Defects and Guarantee

9.1. The characteristics of the goods are determined by the order confirmation and the technical production capabilities of the seller’s suppliers. Within the limits set by industry standards, characteristics typical for serially produced goods shall not be considered defects covered by the warranty.

9.2. The seller’s warranty begins at the moment when the risk for the goods transfers to the buyer and expires 6 months after that moment unless otherwise agreed in writing.

9.3. The seller is responsible for goods purchased from its suppliers only within the warranty terms provided by its suppliers or manufacturers.

9.4. The buyer is obliged to inspect each delivered goods immediately upon receipt. Any discovered defects must be reported to the seller in writing within 8 days of receiving the shipment, while other defects must be reported immediately upon discovery and within the warranty period; otherwise, the warranty is excluded.

9.5. If the buyer fails to report defects or if the buyer processes, alters, or mixes the goods with other goods, it shall be deemed that the delivery has been accepted without reservation.

9.6. Reporting defects by the buyer does not relieve the obligation to make payment, nor does it entitle the buyer to reject other deliveries under the same or different contract or order. In the case of improper handling, processing, and alteration of the goods, any claims against the seller are excluded.

9.7. In the case of a justified complaint, the seller will confirm the existence of the defect and make a decision to either repurchase the goods at the agreed price, provide replacement goods of equivalent value upon return of the goods, or repair the defect. The seller will reimburse the customer for the cost of defect repair only if the seller has previously agreed to it.

9.8. The customer’s objection regarding warranty and guarantee is not valid in the case of customer interventions, repairs, or attempted repairs, as well as if these are done by unauthorized third parties. The seller is responsible for repairs carried out by them. Replaced parts become the property of the seller.

9.9. If the seller is not willing or able to provide a replacement or if the third-party repairs prove to be ineffective, the customer is entitled to terminate the contract or request a reduction in the agreed purchase price.

9.10. Elements or parts of elements that are subject to rapid wear or damage, as well as products that have not been maintained according to the applicable instructions of the seller or manufacturer, are excluded from warranty and guarantee.

9.11. Deviations resulting from disregarding the sequence and location of use of the goods (installation on the premises) as determined by the seller and indicated by markings on the manufacturer’s documents or on the products themselves (e.g., batch or serial number) are excluded from warranty and guarantee.

9.12. The burden of proof for defects lies with the customer in every case. If the customer requests the seller to conduct an inspection and it is determined during the inspection that the presentation of defects or the complaint is unjustified, the customer must reimburse the seller for the inspection costs and any resulting damages.

9.13. The seller expressly excludes all consequential damages that may arise for persons or machinery due to the complaint of the goods (especially damages caused by business interruption), lost profits, or damages to third parties. The seller is only liable if the defect is based on intent or gross negligence. In such cases, the liability of the seller is limited to the net amount of the invoice for the defective goods.

9.14. The warranty does not apply to products damaged during transportation, due to improper use (installation, etc.), or use under conditions that are inconsistent with the information provided in the inquiry, and in the event of non-compliance with the seller’s or manufacturer’s instructions.

9.15. In case of delay in accepting the goods due to the fault of the customer, the warranty period starts from the day when the customer causes the delay.

9.16. If the rectification of the defect would require excessive costs or is technically infeasible, the customer is entitled to terminate the contract and request a reduction in the agreed purchase price.

9.17. Special forms of warranty are possible only upon specific request, which must be stated in the initial inquiry by the customer and subsequently confirmed by the seller based on a written document from the manufacturer.

9.18. The seller guarantees the quality of the goods, such as the variation in colour tone of the surface of the goods (sheet metal), in accordance with the standards based on which the manufacturer produced the goods, and the information about the applied standards is also attached to the goods in the form of a certificate.

Similarly, this also applies to other characteristics of the goods, such as the thickness of the base material of the sheet metal, geometric tolerances of the sheet metal or panels, thickness and tolerance of zinc coating, mechanical characteristics of the sheet metal based on the type of goods, and similar.

Furthermore, aesthetic defects of certain products (e.g., panels with aluminium foil on the underside, adhesive residue from foil on panels, etc.) that are supplied and installed without a prior written request for aesthetic appearance during the ordering phase cannot be subject to complaints.

Goods with protective film must be stored in accordance with the manufacturer’s instructions. The film must be removed immediately after installation.

9.19. The prerequisite for any warranty from the seller is the prior fulfilment of the customer’s obligations.


X. Liability

10.1. The seller shall not be held liable for any delay or non-performance of obligations under the order or contract with the customer, if such delay or non-performance is caused by reasons beyond the seller’s reasonable control and occurs without fault or negligence, including, without limitation, the inability of suppliers, subcontractors, and carriers or the seller itself to fulfil their obligations. In such cases, the seller shall promptly provide the customer with written notice detailing the occurrence and reasons. The deadlines for the fulfilment of obligations shall be extended for the duration lost due to such reasons.

10.2. The seller shall not be liable for any damages incurred by the customer as a result of delays in fulfiling contractual obligations, particularly due to incorrect or inaccurate data, specifications, or any other information provided by the customer from the time of inquiry onwards, and has the right to claim reimbursement for any costs, losses, or damages. The customer shall be responsible for any damages and costs incurred by the seller due to incorrect data provided by the customer, including but not limited to order reduction or cancellation.

10.3. The seller shall not be liable for damages that do not directly affect the goods, especially for loss of profit and/or other material and non-material damages suffered by the customer. This limitation of liability does not apply in cases of intentional or grossly negligent conduct. If liability is excluded or limited, it shall also apply to all employees, representatives, and other persons acting on behalf of the seller, and in such cases, the liability is limited to the net amount of the invoice for the delivery of defective goods.

10.4. The customer, notwithstanding any other liability obligations, shall transfer this clause to the benefit of the seller and impose it on its potential customers, subcontractors, and other recipients.


XI. Assignment of Claims and Notifications

11.1. The customer undertakes not to assign any claims against the seller to third parties without the seller’s prior written approval.

11.2. The parties agree that communications via appropriate means of telecommunication (fax, email, etc.) shall also be considered in writing, provided that confirmation of receipt can be requested from the recipient. In this case, confirmation of receipt is required within 1 day.


XII. Force Majeure

12.1. Circumstances such as force majeure, actions of governmental authorities, and other events that cannot be prevented, eliminated, or avoided, and over which a contracting party has no control, shall be considered to be the impossibility of performance for which the seller shall not be liable.

12.2. Force majeure also includes circumstances occurring at the seller or its suppliers: tool breakage or machinery failure, exceeding delivery deadlines or disruptions in supplies from previous suppliers, shortage of labour, energy or raw materials, strikes, lockouts, transportation disruptions, administrative orders, and similar events.

12.3. In the event that the performance of the seller’s obligations becomes difficult or impossible due to such circumstances, the obligation shall cease for the duration during which its performance is difficult or impossible, if such circumstances could not have been prevented, eliminated, or avoided. During this time, such circumstances release the seller from fulfiling obligations and from liability for damages resulting from non-performance of contractual obligations.

12.4. The party invoking impossibility of performance must prove the existence of such circumstances that exclude its liability and notify the other contracting party immediately upon becoming aware of the occurrence of such circumstances. In the same manner, the party invoking the impossibility of performance must notify the other contracting party of the cessation of the circumstances that caused the impossibility of performance. If the other contracting party is not appropriately and promptly notified, the party invoking impossibility of performance shall be liable for damages incurred.

12.5. If the circumstances persist for more than 3 months, the seller and the buyer shall agree on a modification/cancellation of the order or contract.


XIII. Changed Circumstances and Cancellation of Order

13.1. In the event that circumstances arise after the order that make it difficult for the seller or the buyer to fulfil their obligations to such an extent that the order clearly no longer meets the expectations of the parties and it would be unjust to maintain it in its current form, the party whose performance of obligations is hindered may request the termination of the relationship.

13.2. Termination of the order cannot be requested if the party invoking changed circumstances would have had to take these circumstances into account upon order confirmation or could have avoided them, or if the consequences of these circumstances could have been avoided. In such a case, the party invoking the clause on changed circumstances shall be liable for damages.

13.3. The party requesting the cancellation of the order cannot invoke changed circumstances that occurred after the deadline for fulfiling its obligation has expired.

13.4. The order shall not be cancelled if the other party offers or agrees to appropriately modify the terms.

13.5. The seller is entitled to withdraw from fulfiling the order:

– if, due to force majeure, a strike, or other circumstances that the seller did not cause, the seller is unable to fulfil the contractual obligations;
– if the buyer exceeds the agreed payment deadline by more than 20 days without the consent of the seller;
– if the buyer, due to gross negligence, provides false information about their obligations that jeopardises their ability to fulfil them.

13.6. The buyer is entitled to cancel the order:

– if the seller intentionally or due to gross negligence causes the delivery to be impossible in accordance with the conditions specified in the Order Confirmation;
– if the seller fails to adhere to a subsequently extended delivery deadline. The buyer provides the seller with a subsequent deadline upon written request from the seller.

13.7. In the event that the order is mutually terminated, both parties must return or settle all received services.


XIV. Protection of Trade Secrets

14.1. The buyer undertakes to keep all information derived from business documentation and other information arising from the business relationship (order fulfilment or contract performance) as trade secrets throughout the duration of the business relationship.

14.2. If there is a possibility of significant harm to the seller due to the disclosure of trade secrets even after the termination of the business relationship (order fulfilment or contract performance), the information shall continue to be treated as trade secrets, at least for a period of 2 years after the last order or contract termination.

14.3. Technical documentation, correspondence, orders, contracts, calculations, instructions, lists, minutes, and other information in materialised or non-materialised form shall be considered as trade secrets.

14.4. In the event of a breach of trade secrets, the buyer shall be liable for both material and non-material damages.


XV. Disputes and Validity of Provisions

15.1. These General Terms and Conditions apply to the regulation of relationships that are valid for orders and not governed by any specific contract. In the event that a specific contract is concluded with the buyer, whose provisions are not in accordance with these terms, the provisions agreed upon in the contract shall apply to regulate the respective relationship.

15.2. In cases where these ‘General Sales Terms and Conditions of Marex d.o.o.’ explicitly state that a contrary agreement is not possible, the content of these terms shall apply.

15.3. Any disputes that may arise in connection with the valid conclusion, breach, termination, and legal relationships related to the buyer’s order and its fulfilment shall be resolved amicably. For disputes that cannot be resolved in this manner, the competent court in Grosuplje shall have jurisdiction, and Slovenian substantive law shall apply.

15.4. If any individual provisions of these ‘General Sales Terms and Conditions of Marex d.o.o.’ are or become wholly or partially invalid, this shall not affect the validity of the remaining provisions and the ‘General Sales Terms and Conditions of Marex d.o.o.’ as such.