AHV ADRIA Ljubljana, trgovsko podjetje d.o.o.
General Terms and Conditions of Sale and Delivery
1/1/21
ARTICLE 1. | DEFINITIONS
1. AHV ADRIA Ljubljana: AHV ADRIA Ljubljana, trgovsko podjetje d.o.o., the user of these terms of delivery, having its registered office in Ljubljana, Republic of Slovenia, listed in the commercial register under number 8646350000.
2. Buyer: the natural person or legal entity, at least acting in the conduct of a profession or business with whom AHV ADRIA Ljubljana has entered into an agreement or has the intention to do so.
3. Agreement: any agreement entered into between the Buyer and AHV ADRIA Ljubljana, under which agreement AHV ADRIA Ljubljana has undertaken to deliver Products (as defined below).
4. Products: any goods, such as animal feed and animal health products, to be delivered by or on behalf of AHV ADRIA Ljubljana under the Agreement.
ARTICLE 2. | GENERAL PROVISIONS
1. Any offer made by AHV ADRIA Ljubljana and any Agreement entered into shall be subject to these conditions of sale and delivery, which shall be incorporated by reference into the contract between AHV ADRIA Ljubljana and the Buyer.
2. These conditions of sale and delivery are also applicable to any Agreements in respect of which, for the execution thereof, third parties will be involved.
3. AHV ADRIA Ljubljana explicitly rejects the applicability of any purchase- or other terms and conditions of the Buyer.
4. Any variations to the provisions of these conditions of sale and delivery shall be valid only if made in writing and executed by both AHV ADRIA Ljubljana and the Buyer. Any express agreements between the parties made in writing shall take precedence over the provisions of these conditions of sale and delivery.
5. The nullification or nullity of any of the provisions of these conditions of sale and delivery shall not affect the validity of the remaining provisions. Should the occasion arise, the parties shall commence discussions with the aim of reaching agreement on an alternative for the affected provision. The alternative shall reflect the object and import of the original provision to the extent possible.
ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT
1. All quotations made by AHV ADRIA Ljubljana are without commitment. AHV ADRIA Ljubljana shall not be under an obligation to accept an order.
2. Evident errors or mistakes in a quotation made by AHV ADRIA Ljubljana shall not be binding upon it.
3. The Buyer cannot derive any rights from a quotation based on information provided by the Buyer that is incorrect or incomplete.
4. A quotation does not automatically apply to any subsequent quotations or orders. However, these conditions of sale and delivery shall apply to any subsequent agreements.
5. The Agreement shall be concluded by means of offer and acceptance. The Buyer’s order shall constitute the offer and the acceptance of that offer shall only occur when AHV ADRIA Ljubljana confirms the order. If the Buyer’s offer is at variance with the quotation made by AHV ADRIA Ljubljana, the Agreement shall not be concluded in accordance with this contrary offer unless AHV ADRIA Ljubljana states otherwise. Orders placed via the AHV ADRIA Ljubljana website shall not be binding upon AHV ADRIA Ljubljana until AHV ADRIA Ljubljana has confirmed the order by electronic means.
6. A combined quote shall not oblige AHV ADRIA Ljubljana to perform part of the order at a corresponding part of the price quoted.
7. If the Buyer enters into the Agreement (also) on behalf of another natural person or legal entity, he states to have the authority to do so by entering into the Agreement. In addition to this natural person or legal entity, the Buyer shall be jointly and severally liable for meeting all obligations under the Agreement.
ARTICLE 4. | TERMS
1. If for the performance of the Agreement AHV ADRIA Ljubljana is dependent on information to be provided by the Buyer, the term within which delivery shall take place shall not start until after AHV ADRIA Ljubljana has received such information.
2. The Products will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of the Products. AHV ADRIA Ljubljana shall not be liable for any delays, loss or damage in transit. The Buyer shall not exercise the rights to which he is entitled by operation of law without first having sent AHV ADRIA Ljubljana written notice of default, stating a reasonable period within which AHV ADRIA Ljubljana is given the opportunity to perform the Agreement after all and such performance has not taken place within the aforementioned reasonable period.
ARTICLE 5. | DELIVERY
1. The parties may agree on a purchase guarantee. The purchase guarantee binds the Buyer, in accordance with the express made agreements to that end, to purchase Products several times in a certain period. If the Buyer fails to fulfil its purchase obligation or fails to fulfil it in time, all combination discounts, retroactively and prospectively, relating to the relevant purchase guarantee shall be cancelled.
2. If delivery is made based on certain Incoterms, this is expressly stated in the Agreement.
General Terms and Conditions of Sale and Delivery | AHV ADRIA Ljubljana d.o.o. | ahvint.com
AHV ADRIA Ljubljana d.o.o.| Šmartinska cesta 130 | 1000 Ljubljana, SI | Tel. +31 (0)38-3030127
AHV ADRIA Ljubljana, trgovsko podjetje d.o.o.
General Terms and Conditions of Sale and Delivery
10/22/20
3. Subject to what is agreed by the parties, delivery of the Products shall be made at the location of AHV ADRIA Ljubljana, any other location designated by AHV ADRIA Ljubljana or by means of delivery at the delivery address provided by the Buyer. If no delivery address is specified, orders shall be sent to the billing address.
4. Without prejudice to any Incoterms that may apply, the risk of loss of and damage to the Products shall pass to the Buyer at the moment the Buyer or a third party designated by the Buyer has taken delivery of the Products.
5. The Buyer shall take delivery of the Products purchased at the moment they are placed at his disposal or are delivered to him. If for any reason whatsoever the Buyer refuses to take delivery of the Products or fails to provide information or instructions required for the delivery, the Products shall be put into storage for the risk and account of the Buyer after the Buyer has been warned about this by AHV ADRIA Ljubljana. In such instances the Buyer shall pay to AHV ADRIA Ljubljana a reasonable price for the storage of the Products, in addition to the purchase price.
6. AHV ADRIA Ljubljana is allowed to deliver orders in parts. If orders are delivered in parts, AHV ADRIA Ljubljana is entitled to invoice each part separately.
ARTICLE 6 | SUPPLEMENTAL PROVISIONS FOR THE RESALE OF PRODUCTS
1. If the Buyer uses the Products for resale, this Article shall apply likewise.
2. The Buyer shall be required to resell the Products in its own name and for its own account. The Buyer shall not at any time have the right to represent AHV ADRIA Ljubljana as agent or otherwise.
3. The Buyer shall present the trademarks carried by AHV ADRIA Ljubljana and the Products delivered in a prominent and consistent manner in accordance with the image of the trademarks carried by AHV ADRIA Ljubljana. Advertisements and other communications with the Buyer’s customers must be consistent with the image projected by the trademarks that AHV ADRIA Ljubljana carries. The Products shall be presented in such manner that the nature of the trademarks of the Products supplied by AHV ADRIA Ljubljana is not prejudiced.
4. Each presentation of the Products supplied shall be submitted to AHV ADRIA Ljubljana prior to publication, as directed by AHV ADRIA Ljubljana, if and to the extent any of the graphics or text-related elements in the presentation are not directly provided by AHV ADRIA Ljubljana. AHV ADRIA Ljubljana shall not withhold its approval on unreasonable grounds.
ARTICLE 7 | FORCE MAJEURE, CHANGED CIRCUMSTANCES
1. AHV ADRIA Ljubljana shall not be liable to the Buyer for any damages, if AHV ADRIA Ljubljana failed to fulfill its obligations under the Agreement, if the non-performance, delay or error is due to events, actions and circumstances on the part of the Buyer, third parties or caused by force majeure. Force majeure shall also be understood to mean the circumstance where the actions of AHV ADRIA Ljubljana’s suppliers prevent it from delivering the Products or from delivering them on time.
2. If after the conclusion of Agreement circumstances arise that render the performance of obligations by one party more difficult or owing to which the purpose of the Agreement cannot be achieved and in both cases to such an extent that the Agreement clearly no longer complies with the expectations of the parties and in the general opinion it would be unjust to retain it in force as it is, the party whose obligations have been rendered more difficult to perform or the party that owing to changed circumstances cannot realise the purpose of the Agreement, may request the termination of the Agreement.
3. It shall not be possible to request the termination of Agreement if the party making reference to the changed circumstances should have taken such circumstances into consideration when the Agreement was concluded, or could have avoided them or could have averted the consequences thereof.
4. The Agreement shall not be terminated if the other party offers or allows to have the Agreement conditions justly amended.
5. A party that owing to changed circumstances is entitled to request the rescission of the Agreement shall notify the other party regarding the intention to request a termination as soon as it learns that such circumstances have arisen.
ARTICLE 8 | SUSPENSION AND TERMINATION
1. If justified by the circumstances, AHV ADRIA Ljubljana shall be entitled to suspend the performance of the Agreement or to terminate the Agreement with immediate effect and without formal prior notice to be given, if the Buyer fails to fulfil the obligations arising from the Agreement or from these conditions of sale and delivery on time or in full, or if following the conclusion of the Agreement circumstances have come to AHV ADRIA Ljubljana’s attention which give it reasonable grounds to fear that the Buyer will not meet its obligations.
2. If the Buyer is declared bankrupt, if the Financial Operations, Insolvency Proceedings, and Compulsory Dissolution Act (Zakon o finančnem poslovanju, postopkih zaradi insolventnosti in prisilnem prenehanj) is declared applicable to him, if any attachment is levied on his goods, if he is otherwise unable to freely use his assets, or the Buyer suffers, or is subject to, any equivalent event, circumstance or procedure to those set out above in this Article 8(2), AHV ADRIA Ljubljana shall be entitled to terminate the Agreement with immediate effect, unless in the opinion of AHV ADRIA Ljubljana the Buyer has provided sufficient security for payment.
3. In addition, AHV ADRIA Ljubljana shall be entitled to terminate the Agreement if circumstances occur which are such that performance of the Agreement is rendered impossible or if AHV ADRIA Ljubljana cannot reasonably be required to maintain the Agreement in
General Terms and Conditions of Sale and Delivery | AHV ADRIA Ljubljana d.o.o.| ahvint.com
AHV ADRIA Ljubljana d.o.o.| Šmartinska cesta 130 | 1000 Ljubljana, SI | Tel. +31 (0)38-3030127AHV ADRIA Ljubljana, trgovsko podjetje d.o.o.
General Terms and Conditions of Sale and Delivery
10/22/20
unchanged form.
4. The Buyer shall not at any time claim compensation, in whatever form, in connection with the right to suspend performance and the right to terminate exercised by AHV ADRIA Ljubljana pursuant to this article.
5. The Buyer shall compensate AHV ADRIA Ljubljana for loss that AHV ADRIA Ljubljana suffered as a consequence of the suspension or termination of the Agreement to the extent such loss can be attributed to the Buyer.
6. If AHV ADRIA Ljubljana terminates the Agreement pursuant to this article, all amounts receivable from the Buyer shall be immediately due and payable.
ARTICLE 9. | INSPECTION AND COMPLAINTS
1. The Buyer shall inspect the Products immediately upon delivery to ascertain whether their nature and quantity are in conformity with the Agreement and to verify the absence of damage. If the Buyer notices any shipping damages or missing Products, it must notify the carrier and AHV ADRIA Ljubljana immediately or at least eight days after the delivery date, which however does not apply for Buyers – legal entities, who must notify the carrier and AHV ADRIA Ljubljana immediately. If according to the Buyer the nature and quantity are not in conformity with the Agreement, he must within eight days after delivery notify AHV ADRIA Ljubljana, which however does not apply for Buyers – legal entities, who must notify AHV ADRIA Ljubljana immediately at the time of delivery.
2. The Buyer shall notify AHV ADRIA Ljubljana of any hidden defects within eight days after he has discovered the defect or in all reasonableness should have discovered the defect.
3. AHV ADRIA Ljubljana International is not obliged to respond to any complaints for hidden defects from the Buyer if the Buyer does not file his complaint in a timely manner in accordance with these conditions of sale and delivery.
4. The submission of complaints does not suspend the Buyer’s obligation to pay.
ARTICLE 10. | PRICES AND PAYMENTS
1. If delivery has been agreed, the shipping and delivery costs shall be paid by the Buyer unless otherwise specified.
2. Unless otherwise specified, all prices and costs provided are exclusive of VAT and any other charges imposed by the authorities.
3. If following the conclusion of the Agreement, but before the delivery of the Products the VAT rates or other charges imposed by the authorities are changed, AHV ADRIA Ljubljana has the right to change the prices accordingly.
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4. If in the opinion of AHV ADRIA Ljubljana there are grounds to reasonably suspect that the Buyer will be negligent in fulfilling his payment obligations, AHV ADRIA Ljubljana has the right to demand that the Buyer provide adequate security for payment. In the event of advance payment, the Buyer cannot exercise any rights in respect of the execution of the Agreement as long as the advance payment has not been made.
5. In the event of the winding up, bankruptcy or suspension of payment of the Buyer’s business, any outstanding amounts shall become due and payable with immediate effect.
6. Payment shall be made by transfer within the period specified in the invoice and in the manner prescribed by AHV ADRIA Ljubljana, unless expressly agreed otherwise.
7. If payment by direct debit collection is agreed, AHV ADRIA Ljubljana shall be entitled to charge reasonable administrative costs if the amount due cannot be collected automatically on several occasions. In that case the Buyer shall be required to make payment, including administrative costs, by transfer within the period specified on the invoice and in the manner prescribed by AHV International.
8. In the event of failure to pay, the Buyer shall be in default by operation of law. From the date of the occurrence of the default, the Buyer shall be liable to pay statutory default interest .
9. All reasonable costs incurred to collect the amounts due are to be paid by the Buyer.
ARTICLE 11. | LIABILITY
1. Subject to Article 11(6), AHV ADRIA Ljubljana shall not be liable for any damage to the Products supplied or as a result of the use of these Products, save for intent (namen) and negligence (malomarnost) on the part of AHV ADRIA Ljubljana.
2. AHV ADRIA Ljubljana shall at all times be entitled to repair the damage incurred by the Buyer. To that end the Buyer shall enable AHV ADRIA Ljubljana to make such repairs, failing which all AHV ADRIA Ljubljana’s liability shall cease.
3. Subject to Article 11(6), AHV ADRIA Ljubljana shall in no event be liable for any consequential loss and/or damage, including lost profits, and loss and/or damages incurred as a result of business interruption. If, in spite of the provisions of these conditions of sale and delivery, AHV ADRIA Ljubljana is liable after all, only direct losses shall be compensated. The term ‘direct losses’ as used herein is understood to mean exclusively:
• the reasonable costs incurred to determine the cause and amount of the loss, to the extent such determination relates to direct
General Terms and Conditions of Sale and Delivery | AHV ADRIA Ljubljana d.o.o.| ahvint.com
AHV ADRIA Ljubljana d.o.o.| Šmartinska cesta 130 | 1000 Ljubljana, SI | Tel. +31 (0)38-3030127
AHV ADRIA Ljubljana, trgovsko podjetje d.o.o.
General Terms and Conditions of Sale and Delivery
10/22/20
loss eligible for compensation within the meaning of these conditions of sale and delivery;
• any reasonable costs incurred to ensure that AHV ADRIA Ljubljana, having failed to meet its obligations, complies with the Agreement after all, to the extent such failure can be attributed to AHV ADRIA Ljubljana;
• the reasonable costs incurred to prevent or limit any loss, to the extent the Buyer provides proof that the costs have resulted in a limitation of direct losses which are eligible for compensation within the meaning of these conditions of sale and delivery.
4. If on the basis of the circumstances of the case any further liability should arise on the part of AHV ADRIA Ljubljana, such liability shall be limited to the invoice value of the Agreement or in any event to that part of the Agreement to which the liability relates.
5. .
56. Nothing in these conditions of sale and delivery or an Agreement shall operate to limit or exclude either the Buyer’s or AHV ADRIA Ljubljana’s liability for any of the following:
• death or personal injury caused by the relevant party’s negligence or the negligence of its personnel;
• fraud or fraudulent misrepresentation; and
•any other liability that cannot be excluded or limited by law applicable to an Agreement or these conditions of sale and delivery.
67. Without prejudice to the other provisions of these conditions of sale and delivery, the limitation period for all claims and remedies against AHV ADRIA Ljubljana shall be one (1) year from the date of shipment of the applicable Product, unless otherwise provided by applicable law.
78. Except in the case of intent or negligence on the part of AHV ADRIA Ljubljana, the Buyer shall indemnify AHV ADRIA Ljubljana against any claims made by third parties for whatever reason for damages, costs, expenses or interest arising out of or resulting from the use of the Products supplied by AHV ADRIA Ljubljana.
ARTICLE 12. | RETENTION OF TITLE
1. AHV ADRIA Ljubljana shall retain the title to all Products supplied by it until such time as the Buyer has complied fully with his obligations arising from the Agreement.
2. Save where this is to be deemed permissible in the normal course of his business, the Buyer shall not be allowed to sell, to pledge or in any other way to encumber the Products affected by the retention of title.
3. If third parties attach the Products affected by the retention of title or wish to create or exert rights with respect to such Products, the Buyer shall notify AHV ADRIA Ljubljana accordingly as soon as possible.
4. The Buyer shall grant AHV ADRIA Ljubljana or the third parties designated by AHV ADRIA Ljubljana unconditional consent to enter all sites where the Products affected by the retention of title are located. In the event of a default by the Buyer, AHV ADRIA Ljubljana shall be entitled to repossess the Products referred to in this article. Any reasonable costs incurred in this context shall be payable by the Buyer.
ARTICLE 13. | PERSONAL DATA
1. AHV ADRIA Ljubljana shall process personal data in accordance with all applicable laws and regulations and in accordance with its privacy policy. This privacy policy can be inspected at: http://www.ahvint.com/disclaimer. The Buyer shall ensure that any personal data it provides to AHV ADRIA Ljubljana is accurate and up to date. If the Buyer provides personal data of, or on behalf of, any individuals, it shall direct them to AHV ADRIA Ljubljana privacy notice.
ARTICLE 14. | FINAL PROVISIONS
1. Each Agreement, these conditions of sale and delivery, and any legal relationships between the Buyer and AHV ADRIA Ljubljana arising therefrom and any dispute or claim arising out of or in connection with an Agreement and these conditions of sale and delivery or their subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by and construed in accordance with laws of Republic Slovenia. The applicability of the Vienna Sales Convention is excluded.
2. Any dispute arising out of or in relation to these conditions of sale and delivery (including any non-contractual disputes or claims) shall be settled exclusively by the court in Ljubljana, Republic Slovenia.
3. The Slovenian text of these conditions of sale and delivery shall be considered decisive for the interpretation of these conditions of sale and delivery.
4. These conditions of sale and delivery contain the whole agreement between the Buyer and AHV ADRIA Ljubljana relating to the subject matter of these conditions of sale and delivery and supersede all prior agreements, arrangements and understandings between the Buyer and AHV ADRIA Ljubljana, whether oral or written, relating to that subject matter.
5. All non-public, confidential or proprietary information of AHV ADRIA Ljubljana, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by AHV ADRIA Ljubljana to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by AHV ADRIA Ljubljana in writing.
6. If any provision of an Agreement or these conditions of sale and delivery is held to be invalid or unenforceable (in whole or in part) by any law or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other parts of that provision or the other provisions of an Agreement or these conditions of sale and delivery which shall remain in full force and effect.
7. AHV ADRIA Ljubljana may revise these conditions of sale and delivery at any time and will give the Buyer reasonable notice of those changes to these conditions of sale and delivery. By continuing to place orders the Buyer acknowledges and agrees to those changes to these conditions of sale and delivery.
8. Buyer is deemed to accept these terms and conditions, 5 days from the date these terms are shared or the date of delivery of the Products whichever is earlier unless written confirmation of rejection of the terms is received.
AHV ADRIA Ljubljana d.o.o.| Šmartinska cesta 130 | 1000 Ljubljana, SI | Tel. +31 (0)38-3030127
General Terms and Conditions of Sale and Delivery | AHV ADRIA Ljubljana d.o.o.| ahvint.com