The General purchase conditions of Medex d.o.o. (hereinafter referred to as “General purchase conditions”) are exclusively and fully applicable for all orders of goods which Medex d.o.o., Linhartova cesta 49a, Ljubljana (hereinafter referred to as ”Buyer”) purchases from the supplier of the goods (hereinafter referred to as ”Supplier”).
The provisions, which are used in these General purchase conditions for ordering and delivering goods, are reasonably applied to orders placed by the Buyer and services provided by the service provider to the Buyer.
2. Accepting orders and concluding sales contracts
The Buyer shall place a written or oral order which the Suppler undertakes to accept in writing within 5 (five) days from the receipt of the order, unless a shorter deadline is agreed. Order placement and acceptance may be carried out by mail, fax or through an electronic document exchange system.
By accepting the order in writing, the type, quantity, quality, price of the goods and delivery date shall be defined.
Should the Supplier fail to accept the order within 5 (five) days from its receipt, the Buyer shall not be bound to that order any more.
With the Supplier’s confirmation or acceptance of the order the purchasing relationship between Buyer and Supplier shall be deemed as established.
The Buyer and Supplier may also agree to conclude a written sales contract, in which case the General purchase conditions shall become an integral part of the stales contract, unless they are in part of entirely excluded by the Buyer and Supplier.
In addition to these General purchase conditions, no other conditions of the Supplier shall be binding on the Buyer, except in case and for the part which the Buyer and Supplier would expressly agree on with a sales contract.
3. Supply of the goods and delivery times
The Supplier undertakes to supply the goods to the Buyer in the agreed quantity, quality and within the agreed delivery times to the location specified by the Buyer in accordance with the Incoterms 2020 standard.
The agreed quantity, quality and delivery times shall be obligatory for the Supplier and are an integral part of the order/contract.
Any changes to the agreed quantity and/or quality of the goods (primarily deviations from the agreed production specifications of the goods) and/or agreed delivery times of the goods shall be permitted only on the basis of the Buyer's prior written consent. This shall also apply in case of force majeure events or any other circumstances which would affect, even if only indirectly, the correct and timely performance of the order/contract, under the condition that the Suppler immediately inform the Buyer in writing about their occurrence.
The Suppler shall pack the goods in packaging corresponding to commercial practices and in a professional manner, unless otherwise agreed. The Supplier shall be entirely liable for damage to the supplied goods due to defective or incorrect packaging.
The Supplier shall attach the following documentation to the shipped goods:
A delivery note containing a detailed description of the shipment’s content, compliance with the order and order number;
Transportation documents relating to the type of transport (waybill, carriage voucher);
Serial analysis document, traceable with marking on each packaging unit.
The Supplier also undertakes to attach all the documentation related to regulations on export control and customs duty to the shipped goods.
For each day of delay in fulfilling its obligations, the Supplier shall pay a contractual penalty to the Buyer in the amount of 0.5% (half a percent) of the value of the goods to a maximum of 20% of the total value of the goods.
The Buyer shall have the right to reject partial deliveries of the goods, unless otherwise agreed with the order/contract.
Despite accepting a late delivery, the Buyer shall retain all the rights it is entitled to in case of delays by the Supplier.
4. Prices and payment conditions
The prices of the goods shall be in EUR and, unless otherwise agreed, shall also include all the costs related to the supply of the goods up to the date of delivery the goods and VAT.
The Supplier shall issue an invoice within 8 (eight) days from the date of delivery the goods. The following must be specified on the invoice: number and date of the purchase order or number and date of the sales contract and Buyer's confirmation of the delivery note.
The Buyer undertakes to pay for the received goods within the deadline specified in the order/contract. The delivery date of the goods shall be the date of the goods being delivered together with the required documentation, as is apparent from the Buyer’s confirmation of the delivery note.
Payment of the invoice shall not mean that the supply of the goods was carried out in accordance with the order/contract.
Should defects be identified on the goods, of which the Buyer notified the Supplier in a timely fashion, the Buyer shall have the right to request that these defects be rectified or to withhold the payment of the corresponding invoice amount until a final mutual agreement between the Buyer and Supplier on the rectification of these defects is made.
5. Liability for defects
Quality control of the delivered goods shall be performed by the Buyer within 8 (eight) business days from the delivery date of the goods.
In case the Buyer identifies deviations from the agreed quantity of the goods or discovers other manifest errors on the goods upon the goods being delivered, the Buyer shall complete a written complaint and immediately send it to the Supplier for prompt mutual rectification of these defects (e.g. Delivery of analysis documents within 2 (two) days from the delivery date of the goods), otherwise the Buyers shall deem the supplied goods as incomplete.
The Buyer shall be liable to immediately inform the Supplier in writing about the identified latent defects of the goods (i.e. defects that could not be discovered during regular inspection); however, at the latest within 8 (eight) days from the date when such latent defects were identified.
The Buyer shall have the right to choose the manner of rectifying the defects on the goods by the Supplier and shall set a date for their rectification. The Supplier shall be liable to immediately start rectifying the defects or replace the goods with goods that correspond to the ordered goods and immediately inform the Buyer in writing about the defects being rectified.
In urgent cases, particularly when this is necessary for preventing extensive damage from occurring, the Buyer may immediately withdraw from the contract and purchase the goods on the market and promptly inform the Supplier about this. Eventual differences in the price of such replacement purchase, increased by ovreheads in the amount of 10%, shall be charged to the Suppler.
All costs and damage resulting from rectifying the defects on the goods shall be borne by the Supplier.
Should latent defects on the goods be discovered only after the Buyer has sold the goods to a third party and the goods would be returned to the Buyer due to such latent defects (or the sales price of the goods would be reduced or the Buyer would suffer any other type of damage as consequence), the Buyer shall immediately inform the Supplier about this and request a refund from the Supplier for all the resulting damage (including costs of a possible recall of products from the market).
6. Protection of business secrecy
The Buyer shall be liable to protect the business secrets of the Suppler, which are marked as business secrecy, and all the related documents which it obtained from the Supplier and which it may use exclusively for contractual purposes, and which it may not forward to third legal or natural persons without prior written consent of the Supplier.
The Buyer and Supplier undertakes to treat and protect all commercial details, which they became acquainted with during the conclusion and implementation of the business relationship by individual orders and contracts, as business secrecy.
7. Data protection
The provision of Slovenian legislation on the protection of personal data shall apply to the relationship between the Buyer and Supplier.
8. Law and settlement of disputes
The Slovenian legislation shall apply to the relationship between the Buyer and Supplier, with the exclusion of the Private International Law and Procedure Act (PILPA, Rome 1 Regulation) and with the exclusion of UN’s Sales Law.
The Buyer and Supplier undertake to resolve all eventual disputes amicably and by mutual agreement. Should they fail to do so, the competent court in Ljubljana shall resolve the dispute.
9. Final provisions
Should individual provisions of these "General purchase conditions” become invalid, the validity of the remaining provisions shall remain unaltered.