1. Definitions

(i)    Agreement: purchase order, general terms and conditions of purchase and any other written document stated in the purchase order and/or agreed upon by the Buyer and the Supplier.
(ii)    Agreed price: total net value of material or services stated in the purchase order, including the terms and conditions on the delivery.
(iii)    Material: all material specified in the purchase order and any other objects that are not specified but are supplied together with the material.
(iv)    Intellectual Property Rights: without limitations all patents, rights from inventions, useful models, copyrights and similar rights, trademarks, service marks, trade names, business names, domain names, rights from packaging and presentation of the Material and unauthorised use of intellectual property rights, rights from models, software, databases, topographies, moral rights, classified data (including professional knowledge and experience (know-how and business secrets) and any other intellectual property rights, both registered or not registered, including all applications for an extension of such rights or any other similar and equivalent rights or forms of insurance anywhere in the world; we adequately also use the term Intellectual Property.
(v)    Packaging: anything that contains the Material, for example: bags, crates, boxes, containers, barrels, pallets, wagons, cisterns etc.
(vi)    Purchase Order (PO): Buyer’s written purchase order for Services/Material.
(vii)    Goods: Material and/or Services
(viii)    Services: any services, including products of these services, provided to the Buyer by the Supplier as provided in the Purchase Order.
(ix)    Specifications: any relevant specifications given by the Buyer to the Supplier.
(x)    Terms and Conditions: these General Terms and Conditions of Purchase.
(xi)    Buyer: the company stated as the buyer of Services or Material in the Purchase Order.  
(xii)    Supplier: Legal or natural person to which the Buyer submits the Purchase Order and / or Specification or takes an agreement with it regarding the delivery of the material or service.

2. Acceptance of Purchase Order
2.1. The Supplier shall immediately confirm the receipt of the Purchase Order and confirm the delivery date in accordance with point 3.1 of the Terms and Conditions, if the delivery date is not provided in the Purchase Order, by email, regular mail or telefax.
2.2. If the Supplier dues not submit a reasoned written rejection of the Purchase Order within three working days after the receipt of the Purchase Order, the Purchase Order shall be considered as accepted in full under the conditions specified in the Buyer’s Purchase Order. The Agreement shall be considered as concluded on the day following the 3-day period.
2.3. By accepting the Purchase Order, the Supplier accepts the conditions provided by the Buyer.
2.4. The Buyer can change the Purchase Order until the Supplier starts to perform the order.
2.5. The Buyer can withdraw the Purchase Order until the Supplier receives the Purchase Order or it the withdrawal is submitted together with the Purchase Order.  

3. Delivery and Acceptance of Goods
3.1. The delivery period for the Goods specified in the Purchase Order or in any other written form shall be binding for the Supplier and can only be changed by prior written consent of the Buyer. If the Buyer does not set the delivery period in writing, the Supplier shall deliver the Goods within a reasonable period, which shall not be longer than 60 days after the receipt of the Purchase Order. If the Supplier cannot deliver the Goods within the specified period or within a reasonable period, he shall immediately notify the Buyer and specify the reason for the delay in writing.
3.2. The Buyer shall inform the Supplier orally that the Goods were not supplier or were supplied incorrectly within 7 days after the delivery date or after the expected date of delivery or within another period specified in writing, which shall be later confirmed in writing. The Supplier shall cover the costs of transport that arise due to a delay or an incorrect supply of Goods.
3.3. In case of a delayed supply of Goods, for which the Supplier is responsible, the Buyer can completely of partially terminate the Agreement, and demand compensation for the damages suffered or set a new suitable implementation deadline to the Supplier and demand compensation for the damages suffered due to the delay. The Buyer can additionally demand a financial penalty in the amount of 0.5% of the total value of the Purchase Order for each calendar day of the delay, however no more that 10% of the total value of the Purchase Order. In this case, the Buyer’s right to demand the implementation of the order shall not be excluded.  
3.4. The Goods shall be delivered to the delivery address specified in the Purchase Order. If a delivery address is not specified, the Supplier shall obtain from the Buyer a written confirmation of the correct delivery address. The Supplier shall cover all additional costs arising from the delivery of Goods to a false address.
3.5. Partial supplies of the ordered Goods are only allowed with a prior written consent of the Buyer.
3.6. The Buyer can, at the Supplier’s expense, reject an (i) early, (ii) late or (iii) unordered supply of Goods, or a supply of Goods that (i) does not meet the requirements from the PO, (ii) does not have appropriate accompanying documents, (iii) is not suitably marked, (iv) exceeds the quantities specified in the PO or (iv) exceeds the quantities specified in the Agreement, or (v) has damaged, unsuitable or non-standard packaging.
3.7. The supplied Goods shall be accompanied by all the documents required by the Buyer, especially but not limited to (i) delivery notes signed by the Supplier, (ii) transport documents depending on the type of transport, (iii) certificates of compliance, (iv) guarantee certificates, and (v) suitable safety data sheets in Slovenian in case of a supply of chemicals or other dangerous substances.
3.8. Acceptance of Goods on Saturdays, Sundays and on holidays is not possible, except upon prior written approval by the Buyer.
3.9. The Supplier shall take over the risk of accidental destruction or loss of Goods on the way to the Buyer until the acceptance by the Buyer. The Supplier shall provide suitable insurance for the Goods being transported to the Buyer’s warehouse.
3.10. After supplying the Goods to the Buyer’s address, the Supplier shall immediately and at his own expense remove all leftovers and waste (packaging, building material, waste oils, waste material, etc.) resulting from his actions.
3.11. At every supply of Goods and anytime he is present at the Buyer’s premises, the Supplier shall observe the Buyer’s requirements concerning the safety and health at work.

4. Transfer of ownership and risks
4.1. Under the conditions specified under Article 8, the Supplier shall take over the risk of destruction and damage of the Goods until the Goods are correctly delivered to the Buyer according to the conditions specified in the PO. The Buyer shall acquire ownership of the Goods when the Goods are correctly delivered or paid, whichever comes first.

5. Payment terms, prices and payment
5.1. If the contracting parties do not agree otherwise, the payment terms from Order or. valid Contract shall apply.
5.2. If value added tax is included, this tax shall be shown separately on all invoices as an additional expense. With the payment, the Buyer does not waive his right to reject the Goods in accordance with Article 8 of these Terms and Conditions.
5.3. The price shall apply in accordance with Incoterms 2010 as specified in the PO, if not otherwise agreed by the contracting parties. In case of changes in prices, article 6 of the Terms and Conditions shall apply.
5.4. The Supplier can issue an invoice only after the Buyer accepts the Goods. In case the Buyer is late with his payment, annual interest shall be up to 3%.
5.5. The Supplier shall issue an invoice to the Buyer within 8 days after the Buyer’s acceptance of the Goods and send it to the email address: invoice@megatekstil.si
5.6. The Buyer can settle his obligations before the due date. The Buyer is not obliged to pay for the Goods that are subject to complaints within the agreed payment deadline. The payment deadline for Goods that are subject to complaints shall start after the Supplier removes the reason for the complaints.
5.7. The Buyer shall be entitled to set off his claims resulting from damages attributable to the fault of the Supplier, arising for any reason during the execution of the order, or any other claims against the Supplier against any outstanding invoices issued by the Supplier.
5.8. The Supplier shall not assign his claims against the Buyer based on the Agreement to third parties without prior written consent by the Buyer.
5.9. The Buyer can reject the invoice and the payment of the invoice if the invoice was not issued in accordance with the offer, the Purchase Order or the Agreement, or if the invoice is deficient or contains clauses that are not in accordance with the offer, the PO, the Terms and Conditions or the Agreement.

6. Change of Agreement
6.1. The Supplier shall not, without prior written consent of the Buyer:
(i) Increase the agreed prices for any reason or
(ii) change or replace the Goods, while the Buyer shall be able to submit written instructions to the Supplier to add, remove or change the Goods in any form before the implementation of the supply. The Supplier shall comply with such instructions.
6.2 If the Buyer submit any instructions regarding a change of the Agreed price to the Supplier, the Supplier shall notify the Buyer of his standpoint in writing as soon as possible. The Buyer shall then decide if he will request a change or not. The Buyer shall be able to cancel the Agreement if the Supplier does not agree with the requested change of the Agreed price or does not submit an answer within the deadline presented by the Buyer.

7. Guarantees
7.1. Without in any way affecting any guarantees included in the Agreement, the Supplier guarantees that:

(i)    The Goods comply with international and national standards, the Purchase Order and the Specifications;
(ii)    The material will be produced exclusively by appropriate professional trained staff, who are aware of their contribution to the product and service conformity, their contribution to the product safety and the importance of Ethical norms;
(iii)    The material is of acceptable Quality, free of defects or production errors, and can be used for all purposes specified by the Buyer;
(iv)    The Services will be performed by suitably trained and qualified personnel, with reasonable professional competence, care and diligence, in accordance with all requirements of applicable rules regulations, including regulations on safety and health at work, and in accordance with the highest professional quality standards.

7.2. The Supplier and its subcontractors are obliged to act in accordance with the applicable laws and regulations and not limited to labour law, the environment, corruption and protection of children's rights, and in accordance with the Buyer's internal policies, published on its website, and Buyer's Code of Ethics.
7.3. The Supplier is aware that the energy efficiency of the Goods, that use energy and affect or may affect a significant use of energy, is one of the evaluation criteria in the selection of the Supplier or the Order of the Goods.

8. Remedies and complaints
8.1. In case of any defect of the Goods, the Buyer shall notify the Supplier as soon as reasonably possible after discovering the defect or within a similar agreed period.
8.2. Without prejudice to the provision in 8.1., the Supplier shall reimburse all costs and damages caused to the Buyer as a result of the Supplier’s:

(i)    Incorrect supply or non-supply of Material or
(ii)    any loss or injury of Material or
(iii)    any non-performance of incorrect performance of Services.
8.3. Without prejudice to the provision in 8.1, in case of defects, the Buyer shall have the right to:
(i)    Demand from the Supplier to complete the Agreement (elimination of defects or delivery of Goods without defects);
(ii)    Demand from the Supplier a proportional reduction of the purchase price for the Goods;
(iii)    Terminate the Agreement and demand repayment of all payments made for the Goods.

8.4. In case of a breach of the Agreement, without prejudice to the provisions in 8.1., 8.2. or 8.3. or to any other Buyer’s right towards the Supplier, the Buyer shall have the right to reject the Goods or part of the Goods, to remove the defects of to have the defects removed by third parties to the Suppliers’ expense, or to purchase Goods elsewhere and demand compensation for the difference in the purchase price for the replacement goods and the agreed purchase price for the Goods.
8.5. Before the implementation of the right to purchase goods elsewhere, the Buyer shall enable the Supplier a reasonable grace period to replace any rejected part of Goods with Goods that comply with the Agreement.
8.6. The Supplier shall, at his own expense, remove the rejected Goods and supply new or replacement Goods. Until the complete implementation of the Agreement, the Supplier shall solely bear the risk of destruction or damage of the Goods.
8.7. The Supplier shall not be liable for defects that show after a period of 36 months after the handover of the Goods, except if the Agreement provides a longer period.
8.8. The Supplier shall immediately, but at the latest within two working days, reply to a complaint submitted by the Buyer; no later than within five days after receiving the complaint notification deliver a detailed report, and eliminate the defects of Goods within thirty days after receiving the complaint notification. Otherwise, it shall be deemed that the Supplier did not approach to resolve the complaint and breached the Agreement. The time required for the elimination of defects shall be considered as a delay.    

9. Warranty
9.1. Without prejudice to point 8, the Supplier shall completely release the Buyer from any direct, indirect or consequential liability (including, but not limited to loss of profit, loss of loss of business, loss of goodwill, etc.), loss, damage, injury, costs and expenditure (including legal costs and other costs for professionals) approved against the Buyer, occurred to the Buyer or paid by the Buyer, as a result in connection with:

(i)    Any kind of breach of guarantees or any other error in the production process, manufacture, quality or material regarding any Goods;
(ii)    Any claimed or actual breach of the Slovenian legislation or any kind of Intellectual property rights of any third person; and
(iii)    Any claimed or actual breach of Slovenian laws or any other applicable regulations; and
(iv)    Any Buyer’s claim in connection with any liability for loss, damage, injury, costs or expenditure suffered by the Buyer or his employees or agents or any client or third person, to the extent that such liability in connection with or based on the Goods results from the Suppliers direct or indirect breach or negligent implementation, non-implementation or delayed implementation of the Agreement.

9.2. The warranty provided in these Terms and Conditions does not refer to a breach directly caused by the Supplier because the Supplier followed the Buyer’s instructions and if the Supplier previously warned the Buyer of the errors in the Purchase Order.

10. Force majeure
10.1. The delivery or part of the delivery shall be temporarily halted if the supply or part of the supply is withheld, prevented or hindered due to circumstances that are outside of reasonable control of the contracting parties, under the condition that the affected party (a) notifies the non-affected party as soon as reasonably possible of such circumstances and (b) performs all possible measures to avoid such circumstances and their consequences.
10.2. If these circumstances continue over a period of more than thirty (30) days, the non-affected party can cancel the supply or part of the supply of the Goods in writing.

11. Insurance
11.1. The Supplier shall at his own expense provide comprehensive insurance policies (a) as required for the coverage of the Supplier’s liabilities in connection with any act, negligence or error in order to release the Buyer in accordance with these Terms and Conditions, and (b) as required by the applicable regulations. The Supplier shall present such insurance policies and invoices for the payment of current premiums if requested by the Buyer.

12. Subcontractors
12.1. The Supplier shall not conclude any contracts with subcontractors for any part of the Goods without prior written consent of the Buyer.
12.2. The Supplier shall be fully liable for the performed Services and for all the Material supplied by subcontractors based on sub-purchase-orders.
12.3. The Supplier shall transfer all the requirements and obligations arising from the Agreement only to approved and professionally qualified subcontractors.

13. Implementation and supervision
13.1. Representatives of the Buyer shall have the right to supervise the implementation of the Purchase Order in the Supplier’s premises or in the premises of the Supplier’s subcontractors at any appropriate time, and to reject any part of the PO that does not comply with the Agreement. Related with the above statement, the Supplier is obliged to allow entry into its premises and access to documents related to the Order, to the Buyer's representatives, its customers and to regulatory authorities. The Supplier shall conclude contracts with his subcontractors under the same conditions as specified in the Agreement. Any supervision, test, confirmation or acceptance by the Buyer, the Supplier and his subcontractors does not relieve anybody from their obligations from the Agreement.

14.   Intellectual Property, Information and Documents
14.1. Intellectual Property of the Buyer that is being used by the Supplier or that the Buyer allows the Supplier to use remains the property of the Buyer. All information in connection with Intellectual Property of the Buyer and any information provided to the Supplier in connection with the Agreement shall not be disclosed to third parties or be used by the Supplier for other purposes except for the implementation of the Agreement without prior written approval by the Buyer.
14.2. All information and documents in connection with the Buyer’s Intellectual Property and any copies thereof, which are provided by the Buyer to the Supplier, shall be returned to the Buyer after the termination of the contract.
14.3. The Supplier guarantees that there are no intellectual property rights of third persons in connection with the Goods. If such rights exist and if they reduce or limit the rights of the Buyer, the Buyer can choose to terminate the Agreement or to demand a proportional reduction of the purchase price. In both cases, the Supplier shall be liable to reimburse any resulting damage to the Buyer.
14.4. The Supplier is obliged to keep all documentation related to the quality of the delivered Materials and parts and the performance of the Services in its archive for at least of 10 years after the completion of the last delivery of the Material or implementation of the Service.

15. Liability
15.1. The Supplier shall be liable for any errors or omissions in any plans, calculations, information on packaging, or in any other information in his statements, regardless if the Buyer confirmed such information or not, except if the errors or omissions result from false information provided by the Buyer.

16. Corrosion prevention
16.1. The Supplier shall provide protection of any Material, its part or packaging that could be damaged by corrosion during transport or storage.

17.Material
17.1. The Supplier is obliged to ensure compliance of materials with the requirements of EU directives and the required technical specification of the Buyer, and to supply only original materials or original parts, with appropriate certificates and specifications. The supplier is obliged to prevent all deliveries of counterfeit materials or non original parts. In case of suspicion or determination of the supply of counterfeit materials or parts, the Buyer will quarantine the received material or and inform the relevant law enforcement authorities about the suspicion or findings. In this case, the Supplier is obliged to pay or reimburse all costs incurred in this regard.

18. Free Material
18.1. If the Buyer provides free Material, this Material remains the property of the Buyer.
18.2. The Supplier shall provide free maintenance to such Buyer’s Material and keep it in good state, mark it appropriately, store it separately, and protect it from deterioration of quality or destruction. In case of consumption, loss, removal, disposal or destruction of the Material, the Supplier shall replace it with a Material with similar characteristics or reimburse the damage suffered by the Buyer.
18.3. The Supplier can use the Material only in connection with the Agreement. The Supplier shall notify the Buyer in case of any surplus of the Material. The surplus of the Material shall be returned as instructed by the Buyer or charged.
18.4. The Supplier covers the costs of the consumption of such Material based on bad management or negligence by the Supplier.

19. Dangerous Material
19.1. Dangerous Material shall be labelled with international symbols for danger and shall show the name of the Material in English. Transport and other documents shall contain a declaration of the danger and the name of the Material in English. The Material shall be equipped with information on urgent procedures in English in form of written instructions, signs and labels. The Supplier shall ensure compliance with the applicable regulations referring to packaging, labelling and transport of dangerous Material, including but not limited to the legislation in the place of production and the place of delivery.
19.2. All information owned by the Supplier of reasonably available to the Supplier regarding any potential danger known to the Supplier, or if the Supplier believes that there is a possible danger in the transport, handling or use of the Material, shall be immediately submitted to the Buyer.

20. Packaging
20.1. Packaging shall be ecologically acceptable in accordance with standards and positive legislation. Otherwise, the Buyer can reject the Goods to the expense of the Supplier or remove or completely destroy the packaging o the expense of the Supplier. In case of any change of the agreed packaging, a prior written approval by the Buyer is required.
20.2. The Supplier shall be completely liable for all damages of Goods due to false or deficient packaging.
20.3. If the Buyer has the option to return the packaging and he also returns the packaging, the Buyer shall return empty packaging in suitable state (shipment shall be paid in accordance with the agreement between the contracting parties) to the premises or warehouse specified by the Supplier, and he shall inform the Supplier of the date of the shipment.
20.4. If the Material is delivered by road, empty packaging can be returned with the same vehicle.

21. Insolvency
21.1. The Buyer shall have the right to cancel the Agreement with immediate effect, notwithstanding any other agreed rights, in the following cases:

- Supplier becomes insolvent or any insolvency proceeding are initiated against the Supplier;
- A court decides that the Supplier is unable to pay its debts;
- Supplier is wound up or winding-up or compulsory termination proceedings are initiated against the Supplier;
- Supplier initiates a statutory conversion procedure, except if the reason for such conversion is not insolvency and if the converted company commits to these Terms and Conditions and has capital holdings in companies that present no direct competition to the Buyer;
- Supplier starts to negotiate on restructuring his obligations with his creditors;
- Any circumstance arises that could cause a termination of the Supplier’s business;
- An enforcement is proposed against the Supplier or any Supplier’s property is seized for payment or insurance of payment, or any similar proceedings against the Supplier are initiated, regardless the jurisdiction.

22. Exclusion of Supplier’s conditions
22.1. Any conditions submitted to the Buyer by the Supplier of called upon by the Supplier when providing an offer or accepting the Buyer’s Purchase Order shall not be part of the Agreement, except if explicitly accepted by the Buyer in writing.

23. Quality
23.1. The Supplier is obliged to regularly implement a quality management system and to transfer the quality requirements of the Buyer to its subcontractors for material and services.
23.2. The Supplier is obliged to inform the Buyer about non-compliant processes, materials, products or services and in this case to obtain the prior written approval or confirmation of the Buyer before further
deliveries or services.
23.3. The Supplier is obliged to inform the Buyer about changes in processes, materials, products or services, including changes at subcontractors and also changes in locations. In this case Supplier must obtain the prior written approval or confirmation before further supplies or services from the Buyer.
23.4. The Supplier is obliged to provide the Buyer with samples and technical specifications for confirmation, verification, verification, investigation or revision upon request.

24. Notification in the event of circumstances that could negatively impact the business of the Buyer

(i) immediately notify the competent person in the procurement of the Buyer in writing and then by telephone; 

(ii) report on the subject matter of such circumstances; 

(iii) define the time of occurrence and duration of such circumstances; 

(iv) define an action plan to resolve such circumstances; 

(v) provide an action plan to avoid further occurrence of such circumstances.

25. General provisions
25.1. If any of the provisions of these Terms and Conditions turns out to be invalid, illegal or unenforceable, this does not affect the validity, lawfulness or enforceability of other provisions of the Agreement. The invalid, illegal or unenforceable provision shall be replaced with a new provision that pursues the same purpose pursued by the original provision as best as possible to preserve the purpose of the Agreement in a lawful manner.
25.2. The contracting parties agree that the obligations from the Agreement are understandable and that if any court or similar institution decides that the agreed obligations are not understandable in any point, this court or similar institution has the right and jurisdiction to change the obligations in question to enable the implementation of the rest of the Agreement.
25.3 The contracting parties agree that the languages for their mutual communication shall be English and Slovenian and that all correspondence and notifications in accordance with the Agreement shall be submitted in English or Slovenian.
25.4. Notwithstanding the provision in 22.3., the contracting parties agree that the applicable language of the Agreement and separately the Terms and Conditions shall be Slovenian. In case of different interpretations of English and Slovenian texts or texts in any other languages, the interpretation of the Slovenian text of the Terms and Conditions shall prevail. The translation of the Slovenian text is merely informative.
25.5. These Terms and Conditions are available in Slovenian, English and German language on the Buyer’s website: www.megamobil.si and shall apply from 17th March 2025 until their cancellation or change.


26. Legal and court jurisdiction
26.1. These Terms and Conditions were created in accordance with the Slovenian law and they are also judged and executed accordingly.
26.2. The applicable law in legal transactions with international elements between the Buyer and the Supplier shall be exclusively the Slovenian law (the application of the conflict rules is excluded), especially Slovenia Code of Obligations (Obligacijski zakonik RS), whereby the use of international private law and the provisions of the UN Convention on the International Sales of Goods are explicitly excluded.
26.3. The contracting parties agree that in case of disputes arising from these Terms and Conditions, the Agreement or their contractual relationship, the competent court shall be the Court in Slovenska Bistrica.