General Terms and Conditions of ROTO 2020/06

I. Scope of Validity

The general terms and conditions apply to all deliveries and services. Changes to the terms and other agreements are only valid when made in writing. The buyer’s business conditions are excluded throughout the entire business relationship between the buyer and the seller.

The general terms come into effect on June 16, 2020, and are valid until revoked. We reserve the right to change the terms without prior notice. Therefore, we advise that you read the business conditions listed below before every purchase.

Definitions of Terms Used:

– Seller = The term is used for the affiliated companies ROTO d.o.o., Gorička ul. 150, Černelavci, 9000 Murska Sobota, VAT ID: SI91004721 and ROTO SLOVENIA d.o.o., Puconci 12, 9201 Puconci, VAT ID: SI71154205
– Manufacturer = A legal entity affiliated with the seller, part of the ROTO group, performing manufacturing activities
– Buyer = A natural or legal person

II. Production of New Tools

1.) Tools made by the seller/manufacturer according to the buyer’s technical documentation become the property of the buyer after full payment.

2.) The offer for the production of tools is based on the assumption that the buyer will order at least 1000 units of the product. If the buyer wishes to take possession of the tool before reaching this quantity, they must pay an additional two times (2x) the price of the tool. All conditions from paragraph 3, section II must also be fulfilled.

3.) When ordering the tool in writing, the buyer must provide designs, sketches, tolerances, and product requirements, which must be confirmed by the seller. Upon ordering the tool in writing, the buyer must pay at least 70% of the quoted tool price (advance payment).

4.) The seller will produce the tool within the mutually agreed deadline, which begins upon the advance payment.

5.) After the tool is produced, a first (zero) product will be manufactured and sent to the buyer along with a confirmation form for approval. The buyer must confirm the sample product in writing or communicate the required changes. The seller/manufacturer will make the required changes and produce a second sample product at its own expense only if the first zero product deviates from the original design or plan provided by the buyer. All other changes will be charged. After receiving the sample product, the buyer must pay the remaining balance for the tool.

The customer must confirm the sample product in writing before mass production begins. If the customer/buyer does not send written approval of the sample product, receiving the first customer order for mass production is considered sample approval.

The price of the sample product is 25% higher than the agreed price for serial products. For serial products up to 5 units, double (2x) the price of the serial product is charged.

III. Tool/Mold for Product Production

The buyer provides the tool in their possession to the seller/manufacturer for free use to fulfill the obligations under the sales contract. All tools owned by the buyer are used exclusively and solely for the production of products ordered by the buyer. Neither tools nor products are accessible to third parties unless otherwise agreed with the buyer.

The tool must be clearly marked with an ownership label. The seller/manufacturer will use the tool according to its intended use and commits to handling it with care. If the tool becomes unusable under normal use, the buyer is obliged to replace it with a new tool at their own expense.

The buyer bears the costs of regular tool maintenance. The maintenance cost depends on the annual quantity of products produced. In case of tool damage or malfunction, the seller must notify the buyer, who will provide further instructions based on the received information. If the damage or malfunction is not due to normal wear or improper/negligent use of the tool, the buyer will bear the cost of repair.

After the contractual relationship between the parties expires, the buyer has the right to request the return of the tool, provided they have settled all (due and undue) obligations to the seller/manufacturer. The seller has the right to retain the tool until all outstanding obligations of the buyer to the seller are fully paid, regardless of the source of the debt.

IV. Repair, Maintenance, and Storage of Tools

1.) In the event of tool damage or wear, the seller/manufacturer will notify the buyer in writing and assess the repair costs. Upon written confirmation of the repair offer, the seller/manufacturer will carry out the repair.

2.) If the buyer requests an (additional) modification of the tool, the buyer must submit the modification in writing, documented with a sketch or plan. The seller will check if the modification is feasible according to the technological process, evaluate it, and send a written offer with the price and production time.

3.) The seller may request a tool modification if the tool is unsuitable for mass production.

4.) The seller commits to storing the tool at the production site in appropriate storage facilities.

The buyer will pay the seller storage costs of 100.00 EUR/m²/year unless otherwise agreed. The seller issues a retroactive invoice in December for the previous year.

If the buyer no longer needs the tool, the seller can destroy it. The seller will notify the buyer in writing. The cost of destruction or disposal is borne by the buyer. After receiving the written notice, the seller no longer has any obligation to the buyer regarding the tool and product.

V. Product Prices

The prices of standard products are determined in the general price list and are adjusted according to the prices of raw materials, energy, and other market changes. All prices are expressed in euros (€). The prices of custom-made products for the buyer are agreed upon in the contractually defined price list or based on the seller’s offer.

Prices are valid EX WORKS Puconci/Černelavci unless otherwise agreed in writing.

Product prices are adjusted annually. The seller will notify the buyer of price changes at least 30 days before the change. If the price of raw materials or energy changes by +5% or more during the year, the seller may change the product prices during the year, but must notify the buyer at least 30 days before the change.

If the buyer wishes products to be manufactured from materials not regularly stocked by the seller, the buyer will pay for the material and may store it with the seller.

For non-standard products ordered by the buyer, made based on the buyer’s technical documentation, the product price will be determined according to the seller’s offer.

VI. Payment

The payment term and conditions are specified in the seller’s offer. Special payment conditions must be agreed upon in writing.

Annual rebates (quantity and value-based) are only possible if all due obligations to the seller are settled at the time of rebate calculation.

The contracting parties agree that the usual methods of payment are assignment, cession, compensation, and cash transfer.

For late payments, statutory default interest will be charged.

The seller’s receivables from buyers are insured by a credit insurance company, which determines the credit limit based on the buyer’s credit rating. If this limit is exceeded, the buyer must settle part of the obligations before a new purchase so that the open balance after the purchase remains within the limit. Otherwise, the seller may suspend delivery of goods.

VII. Packaging

If the buyer requests special packaging, the price will be determined in the offer (e.g., cartons, soft film, etc.).

For transport packaging (pallets), a charge according to the current price list applies. If the buyer returns the pallet, a credit note will be issued, reduced by the cost of pallet transportation.

VIII. Warranty and Liability

1.) The seller is responsible for product defects that occur under the specified and/or agreed conditions of use and provided the product is used correctly.

The seller provides a 24-month warranty on the durability and water resistance of the products from the delivery date.

2.) Quantitative and qualitative inspection of the products is performed immediately upon signing the delivery note or upon receiving the goods. Later complaints of this type are not considered.

3.) In case of a factory defect, the buyer can file a complaint. The buyer is obligated to submit a complaint report (8D or a comparable report) with all required attachments within 8 days of discovering the defect and notify the seller of the type of defect via email: kvaliteta@roto.si. Products cannot be returned without prior written agreement.

The seller will begin resolving the complaint within 10 days of receiving the notice and will inform the buyer accordingly.

The buyer is obliged to make the defective part of the product available to the seller upon request for the purpose of analyzing the defect.

4.) The warranty does not apply:

– If the enclosed instructions are not followed or the product is handled negligently,
– In case of unprofessional or improper use of the product,
– In case of mechanical damage caused by the buyer or a third party,
– In case of interference with the product by an unauthorized person,
– In case of unprofessional maintenance of the product,
– In case of damage due to a natural disaster (flood, fire, earthquake, or other force majeure),
– In case of design defects in the product that was designed by the buyer or specified by the buyer’s design,
– In case of defects resulting from material specified by the buyer,
– In case of vibration or other mechanical and/or thermal influences on the product,
– In case of using the product in conditions not in accordance with the properties of the material (chemical, thermal, and mechanical resistance).

5.) In the case of a timely and justified complaint, the seller may, at its discretion, provide free replacement goods up to the quantity of the defective goods or issue a credit note up to the value of the defective goods.

6.) If the buyer notifies the seller of a warranty defect, and it turns out that the identified defect is not one for which the seller is responsible, the seller has the right to charge the incurred costs.

7.) The seller’s warranty is in no way interpreted as the buyer’s right to compensation, including compensation for loss of production, loss of profit, or other indirect losses that may have occurred to the buyer or the end customer.

IX. Deliveries

The order for products must be sent at least 3 months before the start of production.

If the contracting parties specify a delivery period (e.g., xy weeks from —–) instead of a specific delivery date, this period starts only when the contract is signed, and all agreed-upon prerequisites that the buyer must fulfill are met (e.g., advance payment).

Partial deliveries are permitted. In case of late payments, the seller may withhold deliveries until all due obligations are settled.

The delivery of goods is subject to the INCOTERMS transport clauses in force at the time of the contract conclusion. If no transport clause has been explicitly agreed upon, EX WORKS at the seller’s location applies.

If the buyer foresees that they will not be able to accept the products on the delivery date, they must notify the seller in writing, provide the reason, and specify when they will accept delivery. Nevertheless, the buyer must pay for the goods as if the delivery had been made on the originally scheduled date, and the seller will arrange for storage of the products at the buyer’s risk and expense. At the buyer’s request and expense, the seller will also insure the products.

All material and moral copyrights related to the software that controls ROTO products belong exclusively to the ROTO group and are not transferred to the buyer. The seller will grant the buyer of the product a paid, time-limited, territorial, non-transferable, and non-exclusive right to use this software.

After the end of the business relationship between the seller and the buyer, the buyer is obligated to take over all installation parts, components, and base materials (if these are specific to the buyer’s needs), at the last sale price, within 15 days of the seller’s written request.

X. Retention of Ownership

The delivered goods remain the property of the seller until full payment of the buyer’s debt, including ancillary claims, interest, and other costs.

The seller regularly informs the buyer of payment delays. In case of insolvency, the seller may send the buyer a list of goods with ownership retention. The buyer must allow the seller access to their premises and retrieval of unpaid goods. The buyer is prohibited from pledging, offering as collateral, or transferring ownership of goods under ownership retention to third parties.

In the event that goods under ownership retention are seized by the court or tax authorities, the seller must be immediately notified.

Ownership retention also applies to products resulting from the processing of goods supplied by the seller. If the supplied goods are processed, combined, or mixed with foreign goods, the seller retains co-ownership of the new item, or co-ownership in proportion to the value of foreign goods at the time of processing. In such cases, the buyer acts as the custodian.

All claims from the resale of goods owned by the seller are hereby assigned by the buyer – in such a case to the extent of the seller’s co-ownership – to secure claims against the buyer.

Upon the seller’s request, the buyer is obliged to inform their customers about stock and the value of claims resulting from resale, and to notify their customers of the assignment of claims.

The buyer must immediately forward any profits from the resale of goods under the seller’s ownership retention to the seller.

XI. Data Protection

The seller stores the following buyer data: first and last name, customer email address, primary address and delivery addresses, country of residence, email address, contact phone, previous orders, and communication archives, until all obligations are fulfilled, or for a maximum of 5 years.

The buyer expressly agrees to the collection, processing, and use of their personal data. The seller will treat all data confidentially. In accordance with the applicable Personal Data Protection Act and the General Data Protection Regulation (GDPR), the seller is obliged to protect the personal data of the buyers.

The seller, who owns and operates the website https://www.roto-group.eu/, uses appropriate software to provide services and ensures all necessary technological and organizational solutions for complete purchase security.

The seller is responsible for protecting personal data and will only use it for sending offers, invoices, marketing activities, and other communications. Buyer data will not be shared with third parties or unauthorized persons. Only the buyer’s delivery address is shared with the delivery service.

By providing a phone number and/or email address, the buyer consents to their use for notification purposes regarding order fulfillment or other necessary communication with the customer.

The buyer has the right to withdraw consent at any time by emailing info@roto.si, with effect for the future. Upon withdrawal, the seller is obliged to immediately delete all personal data unless the order process has not been fully completed.

XII. Place of Fulfillment, Court, Applicable Law

The place of fulfillment for all deliveries, payments, and duties is Murska Sobota. All relationships are governed by the laws of the Republic of Slovenia. In the event of disputes, the competent court in Murska Sobota (Slovenia) shall have jurisdiction.

XIII. Final Provisions

Should any individual provisions of these business terms become partially or wholly invalid, the validity of the remaining provisions remains unaffected.

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Revision: 1

October 2023
Director: Štefan Pavlinjek