The present general purchase conditions
(henceforth: General conditions) shall be valid for all transactions concluded
by the Impol Group (henceforth: Ordering party) with suppliers, contractors or
vendors (henceforth: Suppliers) for the purchase of equipment, material,
products or services (henceforth: Goods or Service). The present General
conditions are an integral part of all transactions concluded between the Ordering
party and the Supplier. In case of deviations between these General conditions
and the provisions in the contract, the provisions in the contracts shall
The present General conditions shall have
precedence over eventual general and special conditions of the Supplier or they
shall exclude them. The general and special conditions of the Supplier shall bind
the Ordering party only in case of express written agreement.
The Supplier may at
any time view the General conditions on the Ordering party's website: www.impol.si.
conclusion and amendment:
Transactions and their amendments shall be
concluded in written form. The Ordering party shall confirm eventual oral
agreements in written form, otherwise they shall not apply.
The Supplier shall be liable to confirm in
writing the Ordering party's order within 7 days from its receipt. Should the
Supplier fail to do so in the specified period of time, the Ordering party
shall have the right to cancel the order in the subsequent 7 days, otherwise
the order shall be deemed as accepted, even though the Supplier failed to
confirm it in writing.
The prices indicated in each individual
transaction are fixed and binding, and they may not be modified without the Ordering
party's written consent. In case of aluminium supply, the prices shall be set
in accordance with agreement and it shall be sufficient that the contract
defines only the formula for setting or calculating the price and not the final
If not otherwise agreed by an individual
transaction or contract, the price under the DDP clause (Incoterms 2010) shall
4. Delivery date and contractual penalty:
The delivery date shall be specified with each
individual transaction or contract. The delivery date shall be binding and may
be amended only by the Ordering party’s written consent.
In case that the Supplier is unable to deliver
the Goods in the agreed period of time due to force majeure, the Supplier shall
offer the Ordering party a new delivery date. If the new delivery date is not
convenient to the Ordering party, the Ordering party shall reserve the right to
partially or entirely cancel the order and request the reimbursement of the
costs and damage that may be incurred.
Partial deliveries of the ordered Goods shall
be allowed only with a prior written consent by the Ordering party.
Should the Supplier be late in delivering the
Goods, the Ordering party shall have the right at its own discretion to
withdraw from the contract without notice or to charge the Supplier a
contractual penalty amounting to 0.5% of the contract value for each started
calendar day of delay, however, not more than 10% of the final contract value.
If the damage incurred by the Ordering party is greater than the contractual
penalty, the Ordering party shall also have the right to request the difference
up to the full compensation for damage.
In case of early delivery, the Ordering party
may refuse to take over the Goods.
5. Contractual volume:
Deliveries may deviate from the contractually
agreed volume by no more than +/-2% of the contractually agreed volume.
6. Takeover of Goods:
The Ordering party (excluding Rondal d. o. o.)
shall carry out the takeover of the Goods at its headquarters from Monday to
Thursday, between 6.00 and 15.00, and between 6.00 and 13.00 every Friday.
Rondal d. o. o. shall carry out the takeover of Goods at its headquarters every
day from 6.00 to 14.00.
Goods may not be taken over on Saturdays,
Sundays and during holidays. A written consent must be obtained from the Ordering
party for every deviation from the days indicated above.
7. Packaging and packing:
The packaging and/or Goods must be ecologically
sound in accordance with the standards.
At the request of the Ordering party, the
Supplier shall be liable to draw up and present a packaging and labelling
proposal which the Ordering party shall confirm before deliveries being carried
out. The Supplier shall pack and label the Goods in a professional manner,
unless otherwise requested by the Ordering party. The Supplier shall be
entirely liable for damage to the Goods and for incorrect or defective
8. Acceptance documentation:
The Goods shall be accompanied at all times by
a delivery note signed by the Supplier and the manufacturer's attestation in
case of delivery of raw material and material for the use of which chemical
composition is of key importance. In case that additional documentation or
samples are required for each individual transaction, these shall have to be
handed over with the Goods upon their takeover.
9. Invoicing and payment conditions:
Invoicing shall be carried out after each
individual transaction. Each invoice shall be issued in accordance with the
conditions of each individual transaction and shall be accompanied by a
delivery note signed by the Ordering party’s responsible person taking over the
Goods/Service. In case of partial deliveries, the entire invoice may be issued
after the last partial delivery being carried out.
The invoice must bear the order number.
In case that the invoice sent to the Ordering
party by the Supplier is incomplete or incorrect, the Ordering party may reject
it or may request a new one to be issued, and the Supplier shall not have the
right to charge the Ordering party any interests on late payment for such
An offset, assignment, assignment of claims,
multilateral offset or other similar payment method shall also count as an
ordinary payment method.
10. Delivery implementation – transfer of risk:
Delivery, takeover of Goods and transfer of
risk depend on the agreed parity (Incoterms 2010) in the transaction.
If not otherwise
agreed in each individual transaction, it shall be deemed that the delivery
location is the Ordering party’s warehouse according to the DDP parity
(Incoterms 2010). As an exception, Goods may be taken over at another location,
of which the Ordering party shall inform the Supplier by prior written
The Supplier guarantees the quality of the
ordered Goods. The Supplier shall be liable to deliver the ordered Goods in
accordance with the contract and all the attached documentation (particularly
plans and technical description of the Goods), and in accordance with
international, national and technical standards. The Goods shall have the
regular characteristics and the characteristics for which the parties
specifically agreed upon, and shall correspond to the standard characteristics
of the Supplier’s Goods. If the Supplier is aware of the purpose for which the Ordering
party shall use the Goods, it shall also have the characteristics for the known
12. Complaints with regard to volume and quality:
The Ordering party undertakes to issue a
complaint with regard to the volume immediately after takeover, however, not
later than within 5 working days after takeover, and shall issue a complaint
with regard to quality immediately after defect was noticed, however, not later
than within 6 months after takeover. The
Supplier shall address any defect after receiving the complaint within 30 days
after receiving the complaint or in the shortest time possible, if specifically
agreed upon between the Supplier and the Ordering party, and undertakes to
reimburse the Ordering party all the damage incurred (e.g. costs of suspension
of production, damaged products, etc.). All costs relating to the complaint, in
particular costs of returning the Goods to the Supplier, the costs of
addressing the complaint, the verifications and tests, and the costs of
delivering suitable Goods shall be borne by the Supplier.
In case of the Supplier's inactivity or in
emergency cases, the Ordering party shall have the right to rectify the
deficiencies itself or with the assistance of a third party. The Supplier shall
bear all costs related to this in their entirety.
13. Withdrawal from the contract:
In case the Supplier withdraws from the
contract without fault reasons on the Ordering party's side and the reason for
the withdrawal from the contract is not force majeure (bankruptcy, natural
catastrophes), the Supplier shall be liable to reimburse the Ordering party all
the costs of the buy-in. In case of withdrawal from the contract for the supply
of aluminium, the Supplier shall also have to reimburse the Ordering party the
difference between the contractual LME price and the market LME price on the date
of the withdrawal from the contract, if on the date of the withdrawal from the
contract this price is higher than the contractual LME price.
Supplier shall also be liable to reimburse the Ordering party all the damage
incurred by the Ordering party due to the withdrawal from the contract.
The Ordering party
may withdraw from the contract without notice in the following cases:
- if the Supplier is
late with supplying the Goods;
- if the delivered
Goods have not the agreed upon quality or has material defects and the Supplier
fails to correct them within 30 days after receiving the complaint or in a
shorter period of time, specifically agreed upon between the Ordering party and
- if it is evident that
the Supplier shall not be able to fulfil its obligations in time.
14. Transfer of contract and assignment of claims:
The Supplier shall have the right to transfer
or assign the transaction and/or any right, including the claims and
obligations under the transaction, to a third party only if it obtains the Ordering
party's prior written consent.
15. General labour conditions for services:
Works may begin only after prior agreement with
the responsible process manager of the Ordering party.
The Contractor shall be liable to comply with the legislation in the
country of the Ordering party’s headquarters and with all the instructions
received from the Ordering party. Works may
be carried out only by qualified employees of the Contractor or suitably
16. Health and safety at work:
providing the service shall be responsible for the safety and health at work of
the employees working for the Contractor on any basis. The Contractor undertakes to respect
the principles of safe work and use the appropriate means of protection. The
Contractor shall suitably secure and mark the working area. When carrying out
work at an altitude, the Contractor shall prevent persons from moving under the
working area, appropriately secure and mark the area and ensure safe lifting
and transferring of loads. After completion of the works, the Contractor shall
remove all the markings, clean the area, install functional security devices
and safeguards, and close and lock the doors of the switching devices in case
of operating the electrical devices. In case work is being carried out by
the Contractor at the joint worksite, the Contractor shall together with other
contractors at the joint worksite sign a Written agreement on the joint measures
to ensure safety and health at work at the joint working site, the proposal of
which is published on the website www.impol.si.
17. Environmental protection:
The Supplier ensures that the delivered Goods
comply with all the regulations in the field of environmental protection and
health, which are applicable in the EU and USA.
The Supplier shall be liable for the payment of
compensation for possible damage that the Ordering party would incur due to ecologically
questionable delivered goods or due to inappropriate or unsuitable
The Supplier undertakes to submit to the Ordering
party the safety data sheet in Slovenian, issued in accordance with the REACH
Regulation, upon each first delivery of a hazardous substance and upon each
eventual modification. Furthermore, the Supplier also undertakes to submit to
the Ordering party a technical data sheet or technical instruction in the
Slovenian language, containing information on the use and preparation of the
delivered hazardous substance or chemical substance, upon each first delivery
of a hazardous substance and upon each eventual modification.
The Contractor shall collect
and dispose of all the waste generated in carrying out the works in accordance
with the applicable legislation.
It is prohibited to discharge
polluted water into the drains and must be treated the same as other
The Contractor shall be liable
to use hazardous substance in a safe manner and prevent possible accidents.
Intellectual property and professional
The Supplier shall be liable to protect the Ordering
party from third party claims, pursued in relation to the subject of the
order delivered by the Supplier, due to the infringement of the industrial
property rights (patent, model, license, trademark) and shall protect its
interest in a possible dispute and reimburse all the incurred damage (costs
before litigation, litigation costs, obligation to pay the reimbursement to
be paid by the Ordering party, etc.).
The Supplier shall be liable to protect all the information and documents
submitted by the Ordering party in order to execute the transaction as
professional secrecy. All the documentation (drawings, technical
documentation, plans, including models and samples, templates, etc.) received
by the Supplier from the Ordering party shall remain the property of the Ordering
party. At the Ordering party’s request, the Supplier shall be obliged to
return the above documentation to the Ordering party. It shall be prohibited
to submit or distribute the above documentation and may be used only for
purposes of realising the agreed transaction.
Law and competent court:
The contracting parties (Ordering party and
Supplier) shall settle all eventual disputes by mutual agreement. If they
fail to do so, the competent court in the country of the Ordering party's
headquarters shall resolve the dispute.
In transaction with an international element
the law, which is relevant for regulating the relationship between the Ordering
party and the Supplier, is the law of the country in which the Ordering party
has its headquarters, whereby the application of the provisions of the
international private law and the provisions of the UN Convention on
contracts on the international sale of goods (Vienna Convention on the
International Sale of Goods – CISG) shall be expressly excluded.
20. Final provisions:
The possible invalidity of an
individual provision of the General conditions or transactions shall not impact
the validity of the remaining provisions of these General conditions and/or
transactions in which these General conditions are included.
General conditions are written in the Slovenian, Croatian, Serbian and English
language. In case of ambiguity or inconsistency, the General conditions in the
Slovenian language shall apply for explanation and interpretation.
The General conditions and
each amendment shall begin to apply on the date of publication on the Ordering
party’s website – www.impol.si. The General conditions shall be valid for an
undetermined period of time or until their amendment. The Supplier shall be
liable to verify the validity of the General conditions and monitor their
eventual amendments on the Ordering party’s website before concluding the
Date of publication on the website: 16. 4. 2018.