Terms & Conditions
Effective date: September 1, 2020
1. General
1.1. These General Sales Conditions shall apply to all our offers and any sale or supply of goods or services of the company TOM-TECHNOLOGY d.o.o. These General Terms and Conditions shall refer to all relations between the seller and the buyers, unless agreed otherwise. When in doubt only agreements made in writing shall be considered different agreements.
1.2. Buyer’s or any other terms and conditions that differ from the General Terms and Conditions of the company TOM-TECHNOLOGY d.o.o. apply only if they have been confirmed in writing by TOM-TECHNOLOGY d.o.o.
1.3. Verbal agreements are only valid if they have been confirmed in writing by TOM-TECHNOLOGY d.o.o. Confirmations sent by e-mail are also considered as written agreements.
1.4. Confirmed agreement on the deviation of a single point from the General Terms and Conditions of the company TOM-TECHNOLOGY d.o.o. does not affect the validity of other points or provisions of these conditions.
1.5. Upon placing the order and at the latest upon the delivery of the goods the buyer or the customer accepts and acknowledges the General Terms and Conditions of the company TOM-TECHNOLOGY d.o.o.
1.6. These General Terms and Conditions are published on the sellers website www.tomtech.si. If requested, the seller can at any time provide a written or an electronic copy of these terms and conditions.
2. Offers and orders
2.1. Our offers are non-binding. Customer’s order is binding after our written confirmation. All prices are valid EXW – Ex works, unless otherwise stated in the offer.
2.2. The issuance of the pro forma invoice is considered as an order confirmation. Our obligations begin to run on the day of the payment of the pro forma invoice.
2.3. The technical documentation, sketches, technical drawings and other order enclosures that are attached to the offer are binding on us only if they are explicitly specified in the order. Those enclosures or documents may only serve the personal use of the customer and should not be reproduced or made available to third parties without our written permission.
2.4. If the Customer cancels the order the latter is obliged to reimburse TOM-TECHNOLOGY d.o.o. all the costs connected to the same order until the cancellation date.
2.5. In case of a customer’s recall order the latter is obliged to recall the goods within the period specified in the order. Otherwise TOM-TECHNOLOGY d.o.o. can at its judgement set a delivery deadline or even retreat from the obligation to deliver remaining goods. The payment period starts on the day of the dispatchment of the goods.
2.6. In case of the Buyers’ delay of payment or if there is any doubt about Buyers’ solvency, the seller may, with prior notice, suspend delivery of the goods until the buyer pays all his obligations that are due including penalty interest or until the Buyer does not provide adequate insurance for his obligations arising from the purchase price.
3. Delivery period
3.1. The delivery period starts after clarifying any ambiguities regarding the order, i.e. after the order is confirmed by TOM-TECHNOLOGY d.o.o.
3.2. The delivery period or the delivery date is considered to be the day that the goods are sent from our warehouse or when the buyer has been informed that the goods are ready to be collected.
3.3. We reserve the right to make partial deliveries.
3.4. The confirmed delivery period may be extended in the event of subsequent change in the customer’s order (quantity, technical specification of goods, changes in plans etc.) or in cases of force majeure. Under force majeure is understood the extension of delivery period due to major machine breakdowns both at suppliers and at TOM-TECHNOLOGY d.o.o., due to strikes, natural and other disasters, martial law etc. Significant extension of the delivery period of our suppliers due to the extension of delivery period of their sub-suppliers is also considered as force majeure. Such extension of the delivery period is equal to the duration of force majeure and the required time to restart the production at our supplier or TOM-TECHNOLOGY d.o.o.
3.5. In the event of a delayed delivery period the buyer and TOM-TECHNOLOGY d.o.o. may set a new reasonable delivery period within which TOM-TECHNOLOGY d.o.o. has to deliver the goods. If the buyer suffers damage which was caused by delayed delivery through the TOM-TECHNOLOGY d.o.o., he is entitled to compensation for the delay. The compensation amount can be a maximum of 0.5% of the value of the delivery for each week or a maximum of 5% of the total value of the partial delivery of goods, which the buyer could not use in time or in accordance with the order.
3.6. In case of buyer’s delay in payment or if there is any doubt as to the buyer’s solvency, the seller may, with prior notice, suspend the delivery of goods until the buyer has paid all due obligations, including the default interest or until the buyer provides an adequate insurance for his obligations arising from the purchase price.
4. The shipment of the goods and the risk factor
4.1. For the interpretation of the delivery condition or shipment of goods see the provisions of the International Chamber of Commerce in Paris (INCOTERMS 2020).
4.2. The delivery or dispatch point for the goods is the dispatch at the headquarters of the TOM-TECHNOLOGY d.o.o. in Ilirska Bistrica.
4.3. Once the customer has access, he bears the responsibility and risk (including loading of the goods). The risk of loss or damage of the goods is transferred from the seller to the buyer at the sellers’ warehouse, office or any other locations, where the goods are picked up.
4.4. The goods that are ready for personal collection must be picked up by the customer within 5 working days, otherwise it will be stored at the expense and risk of the client. The storage and risk costs are borne by the client.
4.5. Any technical acceptance of the goods – the procedure and place and time of the technical acceptance – must be agreed before the delivery deadline. The costs of technical acceptance are borne by the buyer. In case of the technical acceptance of the goods, the buyer cannot subsequently claim defects of the goods, except for the hidden defects. If the technical acceptance is not performed for reasons on the part of the buyer, the seller may act as in the case referred to in point 4.4. if the buyer does not take delivery of the goods.
5. Payment deadline:
5.1. The payment deadline is the day, when the entire amount of the invoice has to reach the bank account of TOM-TECHNOLOGY d.o.o.
5.2. Unless otherwise agreed and confirmed in writing by the company TOM-TECHNOLOGY d.o.o., the payment deadline is 15 days from the date of issue of the goods or from the date of service.
5.3. In the event of late payment, we charge legal default interest.
5.4. In the event of a complaint or customers’ complaint regarding the quantity and quality of the goods the payment deadline is not automatically extended. The payment deadline is extended only after the complaint is acknowledged by the company TOM-TECHNOLOGY d.o.o.
5.5. We reserve the right to change the payment deadline for the currently ordered goods or even to withdraw from the order if the customer significantly violates or is late with payment within the payment deadline.
5.6. The buyer is not entitled to withhold payments or to set up counterclaims, unless these are recognized by us or are legally established.
5.7. In the case of the buyers’ delay in payment or non-fulfilment of other conditions of payment and financial security all existing debts fall due for immediate payment. In this case we are entitled to a return of goods that have not been paid for by the buyer. The buyer has no right for possession of the goods and must allow the goods to be taken over by TOM-TECHNOLOGY d.o.o. The costs of recovery of payment or the costs of possible seizure shall be borne by the client.
6. Reservation of ownership:
6.1. Until fulfilment of all claims TOM-TECHNOLOGY d.o.o. reserves the right to reservation of ownership of delivered goods, including the payment of any costs of reminders, default interest or lawsuits.
6.2. If the buyer sells the goods to a third party before the payment deadline expires, he should hand over these receivables in the amount of the selling price of our goods.
6.3. In the case that the buyer does not comply with the agreed payment deadline or the solvency or financial situation after the receipt of goods is such that there is a possibility that he will not be able to pay for the goods, he is obliged to immediately return the goods to the seller and in particular not to sell these goods to third parties or to install them, otherwise he will be criminally liable. If the buyer does not return such goods, the seller may take them over from the buyer at the buyer’s expense, and the buyer must allow a such takeover.
6.4. The buyer of the goods is obliged to inform his buyer about our title retention clause. The buyer is obliged to participate in all measures taken to protect our property until all his obligations are met.
7. Quality of goods and complaints
7.1. The ordered goods are considered to be of the usual quality at the seller or as it may be seen from any catalog or supplier data. TOM-TECHNOLOGY d.o.o. assumes only those guarantees as received from the manufacturer or supplier.
7.2. If any quantity or quality deviations of the delivered goods occur, a written complaint by the buyer should be sent in no later than 8 days from the receipt of the goods. In the event that the buyer has special requirements regarding quality or when ordering quantities that are larger than usual, the buyer must obtain an appropriate offer from the seller before ordering.
7.3. The buyer can claim obvious defects within 8 days of receipt of the goods, and hidden defects within 6 months of delivery of the goods. Defects must be reported in writing by the buyer.
7.4. In the case of technical acceptance of the goods (section 4.5.), the buyer is not entitled to a subsequent complaint of the goods, except in the case of a hidden defect.
7.6. In the event of a defect or damage to the goods that would occur due to improper use, unauthorized or unprofessional installation, due to tampering with the product, due to unprofessional start-up or defective or careless handling of the product, or due to violation of the manufacturer’s warranty conditions, we do not consider such complaints.
7.7. The seller does not assume any guarantees or liability for any damage that resulted from loss of income caused by the interruption or downtime of production resulting from the use of the goods sold.
7.8. We only accept the installation warranty for the product if it was installed by an employee of TOM-TECHNOLOGY d.o.o. Should the complaint be justified, we assume the costs related to the elimination of the defect, insofar as these are in an appropriate relationship with the value of the complained product. The client must grant us a reasonable period of time to resolve such a complaint.
7.9. All warranty claims must be made in writing, giving details of the nature of the defect, the time at which the defect occurred and the information necessary to identify the product. The accuracy of the stated data and the circumstances of the failure may be checked by employees of the company TOM – TECHNOLOGY d.o.o. at the point of failure.
9. Liability for damages
9.1. The seller is not liable for any damage caused to the buyer as a result of the buyer’s delays in fulfilling contractual obligations, especially due to incorrect or inaccurate data, inaccurate inventories, specifications, projects or any other information provided by the buyer and has the right to demand compensation costs, losses or damages.
9.2. The seller is not liable for damages not incurred directly on the goods, particularly for indirect damage or costs, for lost profits and / or other property and non-property damages of the buyer. The described limitation of liability does not apply if the damage is caused intentionally or through gross negligence.
9.3. Proof of liability and entitlement to compensation is on the side of the buyer.
10. Authorized persons and communication between clients
10.1. If the buyer is a legal person or a sole proprietor, all legal actions must be performed by his legal representative. If this is performed by another employee, he is deemed to have the authority to do so and the customer cannot raise an objection that the legal act was not performed in his name and on his behalf. If later in the court proceedings, it turns out that the employee or another person did not act in the name and on behalf of the buyer, then that person is obliged to pay the bill and reimburse all costs as if he were the buyer himself.
10.2. Communication between the buyer and the seller (e.g. placing an order, confirming the order, notification of the prepared goods, etc.) is carried out in writing. Oral agreements are only valid if they are later confirmed in writing.
11. Conflict solving
11.1. In the event of disputes arising from the legal relations to which these General Terms and Conditions apply, the court of the seller’s registered office has territorial jurisdiction to resolve these disputes.
12. Validity of general conditions
12.1. These general terms and conditions are valid from 01.09.2020.