General Terms and Conditions of Sale

1. General:

1.1. The following conditions apply to all our offers and to any sale or supply of Tinex's goods or services.
1.2. Buyers' or any terms other than the General Terms and Conditions of Sale apply only if they were confirmed by Tinex in writing. 
1.3. Oral arrangements apply only if they were confirmed by Tinex in writing. Our approval sent by fax or e-mail also count as written confirmations. 
1.4. A validated agreement on the deviation of a single point from the point within the General Terms and Conditions of Sale of the company Tinex does not affect the validity of other points or provisions of these terms. 
1.5. The buyer or the customer, upon submitting the order, and at the latest upon receipt of the goods, accepts and acknowledges Tinex' General Terms and Conditions of Sale. 

2. Offers, Orders:

2.1. Our offers are non-binding. The buyer's order is binding for us after our written confirmation. 
2.2. The issue of a quotation is considered as a confirmation of the order. In this case, our obligations begin with the date of payment of the amount according to the quotation. 
2.3. The drawings, technical drawings and other attachments or documents attached to the offer are binding for us only if they are explicitly specified in the order. These attachments or documents may be used only for the personal use of the buyer and may not be reproduced or made available to third parties without our written permission. 
2.4. In the event of a customer's cancellation of the order, he is obliged to reimburse Tinex all costs incurred in connection with the same order until the date of termination. 
2.5. The minimum value of the ordered goods or the minimum value of each dispatch is EUR 40. 
2.6. In the case of a buyer's order on recall, he is obliged to recall the goods within the time limit specified in the order. Otherwise, Tinex may at its discretion determine the delivery date or even withdraw from the obligation to supply the remaining goods. The payment period begins with the day of dispatch of goods. 

3. Delivery time:

3.1. The delivery period starts running after clarification of any confusion about the order, that is, after the confirmation of the order by Tinex. 
3.2. The delivery date or the date of delivery shall be the day on which the goods were dispatched from our warehouse or the day the buyer was informed that the goods were ready for takeover. 
3.3. We reserve the right to partial deliveries. 
3.4. The confirmed delivery period may be extended in the event of a subsequent modification of the buyer's order (quantity, technical specification of the goods, etc.) and in cases where Tinex does not have any influence, that is, in cases of force majeure. As a force majeure, we understand the extension of delivery times due to larger scale machine breakage in the factory of our supplier, strikes, natural and other disasters, the state of war, and the like. As a force majeure, we also understand the substantial extension of delivery times for our suppliers due to the prolongation of delivery times for their suppliers. The extension of the delivery time in such cases is the same as the duration of the force majeure and the necessary time to restart the production of our supplier. 
3.5. In the event of a delay in the delivery deadline, the buyer may set a new reasonable delivery period in which Tinex must supply the goods, otherwise
the buyer may cancel the order without any obligation.
3.6. If the buyer sustains damage caused by a delay in the supply at Tinex's fault, he is entitled to compensation for the delay. The compensation can amount to a maximum of 0.5% of the value of the delivery for each week of delay or not more than 5% of the total value of the partial supply of goods which the buyer could not use due to the delay in time and according to the order of the contract, and the client may withdraw from the order without obligations. 

4. Goods dispatch and risk transfer:

4.1. The interpretation of the delivery condition or the dispatch of goods is subject to the provisions of the International Chamber of Commerce of Paris,
i.e. provisions of INCOTERMS 2000 regulations.
4.2. Handover or dispatch place for the supply of goods is Dispatch at the headquarters of Tinex company in Šenčur. 
4.3. The risk of loss of or damage to goods is transferred to the buyer by handing over the goods to the carrier, to the freight forwarder or to the customer in person. 
4.4. Goods ready for personal takeover must be accepted by the customer within 5 business days. Otherwise, it can be sent or stored at the expense and risk of the customer. Five business days after the warehousing, the risk of loss or damage to the goods is transferred to the customer. 
4.5. Any technical acceptance of the goods, that is the process itself and the place and time of the technical takeover, must be agreed before the expiry of the
delivery date. The costs of technical acceptance are charged to the buyer. In the event that the buyer fails to make the technical acceptance of the goods as agreed, the goods can be sent or stored at the expense and risk of the buyer. 

5. Payment period:

5.1. The payment deadline is the deadline or the day when the total amount of the invoice must be credited to Tinex's giro account. 
5.2. Unless otherwise agreed and confirmed in writing by Tinex, the payment period is 15 days from the date of the invoice. For each day of payment before the payment deadline, a discount of 0.066% can be accepted. 
5.3. In the event of a delay in payment, we will charge legal default interest. 
5.4. In the event of a customer's complaint or recourse concerning the quantity or quality of the goods, the payment period shall not automatically be extended. The payment period is only prolonged after Tinex has acknowledged the claim. 
5.5. We reserve the right to change the payment period for the currently ordered goods or even to withdraw from the order, if the customer significantly violates or is late with the payment within the payment period. 
5.6. The buyer is not entitled to withhold payments or to make opposing claims, unless they are recognized by us or are
legally finally identified.
5.7. If the buyer is late in paying, if his significant decrease in solvency and poor financial position and a difficult financial situation becomes known, if he can not offer sufficient security or guarantee for payment of claims, all existing receivables will be due for immediate payment. In this case, we are entitled to a return of the goods that were not paid for by the buyer. The buyer does not have the right to own the goods, and Tinex takes over the goods from such a customer. 
5.8. The costs of recovering the payment or the costs of any seizure are charged to the customer. 

6. Property reservation:

6.1. Over the goods we supply, we reserve the right to the settlement or complete fulfillment of the customer's obligations in relation to the goods supplied, including the payment of any costs of the reminders and default interest. 
6.2. If the buyer sells the goods to his own customer before the expiry of the payment period, in the event of failure to comply with the payment deadline and our request, he must deliver these receivables to Tinex in the amount of the selling price of our goods. 
6.3. The buyer of goods is obliged to familiarize his customer with our clause on ownership reservation. 
6.4. The buyer is obliged to participate in all measures to protect our property or property right over our goods until the fulfillment of all his obligations. 

7. Guarantee for the quality of deliveries and delivered goods:

7.1. We assume a guarantee for the quality or integrity of the delivered goods in terms of and in accordance with the catalog data and in accordance with the prior written arrangements.
7.2. The buyer may lodge or issue a complaint regarding the deviation in quantity or quality of the goods delivered in writing within 8 days of receipt of the goods at the latest. 
7.3. The buyer can report hidden errors or hidden quality discrepancies in writing or issue a complaint immediately after the discovery, but no later than 6 months after the goods have been received. 
7.4. In case of prior technical acceptance of the goods (item 4.5.), The buyer is not entitled to subsequent complaint on the goods, except in the case of a hidden error. 
7.5. In the case of our request, the buyer must immediately return the goods or individual items in order to determine the eligibility
of complaints. Otherwise, the buyer will lose the right to appeal or complain. 
7.6. If the customer's complaint is found to be justified, we are obliged to eliminate it as soon as possible, i.e. in the shortest reasonable time. 
7.7. We do not take into account any complaints arising from improper use and unauthorized or unprofessional assembly, due to
unauthorized and unprofessional intervention in the product itself, due to improper start-up, as well as not due to unprofessional, defective or faulty handling of the product.

8. Product warranty:

8.1. We assume such warranties for the product as we received from our supplier. 
8.2. We do not assume any warranty for the product in the cases described under point 7.7. 
8.3. We only assume the warranty for a product in the event of our assembly of the product. In this case, and in case of justification of the claim, we will assume all the costs related to the replacement of the product with an impeccable one, including the cost of direct repairs or dismantling and assembly, insofar as they are in an appropriate relation with the value of the product under complaint. The client must approve a reasonable deadline for the elimination of such a complaint. 
8.4. In no case does Tinex assume any warranty claims nor any liability for damage responsibility for loss of revenue due to interruption or halting of production. 
8.5. All claims relating to the guarantee must be in writing with information on the type of failure, the time of the defect and the information needed to identify the product. The accuracy of the stated data and the circumstances of the fault should be checked by our expert at the fault site. 

9. Damage liability:

9.1. Unless otherwise stated in Tinex' General Terms and Conditions of Sale and in so far as we are liable for damages, we are liable for damages in the event of a proven breach of contract or proven breach of other written agreements, only in the event of damage in the warranty period of the product and on the basis and within the mandatory guarantee for products. 
9.2. In the event of a proven breach of the essential provisions of the contract or other written agreements, liability for damages is limited to the typical damage arising from legal practice if it is not caused by negligence or intentionally. 
9.2. For goods, our guarantee is limited to the assignment of claims that belong to us in relation to the supplier of goods, insofar as no further liability from the perspective of the responsibility of the manufacturer stems from the Act on Product Warranty. 
9.3. Proving liability for damages and justification of damage claims is on the buyer's side. 

10. Settlement of disputes:

10.1. For all legal proceedings between the buyer and the seller, the laws of the Republic of Slovenia shall apply exclusively. 
10.2. The District Court in Kranj has jurisdiction to settle all disputes. 

11. Trade compliance:

Definitions used in this clause

“Axel Johnson International entity” refers to company Tinex, d.o.o. as the selling company within the Axel Johnson International Group.
“Customer” hereinafter includes the Axel Johnson International entity’s direct customer, its associated affiliates and joint ventures, and their respective directors, officers, employees, agents or other representatives.
“Agreement” refers to the contract between Axel Johnson International entity and the Customer.
“Section” refers to this Trade Compliance Clause.
“Export Control Laws” means the export control related laws and regulations applicable to a Party from time to time, yet including at all times the EU dual-use regulation, the US Export Administration Regulations, the US International Traffic in Arms Regulations, and the Swedish Act on Military Equipment (1992:1300).
“Sanctions Laws” means restrictions and requirements set forth in sanctions laws, regulations, or decisions applicable to a Party from time to time, including but not limited to sanctions implemented by the United Nations (UN), the European Union (EU), the United Kingdom (UK) and the United States (U.S.).
“Restricted Party” means a person or entity that is listed on, or directly or indirectly owned to 50 per cent or more in the aggregate or otherwise controlled by one or more persons listed on, any list of persons or entities published in connection with Sanctions or Export Control Laws.
“Military end-use or end-user” means use by army, navy, air force, other military or para-military forces, security services, coast guards, police and other law enforcement agencies, or private contractors or businesses operating on behalf of, producing for or selling to any of the foregoing.

Trade compliance clause

11.1 The Customer represents, warrants and covenants to Axel Johnson International entity that;
11.1.1 The Customer (i) has not been, and is not likely to become a Restricted Party, or (ii) will not under the performance of its      obligations under this Agreement engage in any activity that could constitute a violation of Export Control Laws or Sanctions        Laws;
11.1.2 The Customer shall not, absent prior written approval from Axel Johnson International entity, conduct any business, dealings, or activities, directly or indirectly, involving the product or related services with regard to any (i) purpose connected with chemical, biological or nuclear weapons or explosive devices, or missiles capable of delivering such weapons or devices (ii) Military end-use or end-user (where such Product or service is intended for use in a country subject to arms embargo), or (iii) natural or legal person, entity or body in Belarus, Crimea and non-government-controlled areas of Ukraine, Cuba, Iran, Libya, Myanmar, North Korea (DPRK), Sudan, Syria, Yemen, the Russian Federation or Venezuela, or for use in these territories. Note that the list of countries can change if the geopolitical situation changes.
11.1.3 The Customer will cooperate to fulfil this Agreement in compliance with Export Control Laws and Sanctions Laws, including but not limited to, by maintaining complete and accurate documentation covering all actions taken by, on behalf of, or at the direction of the Customer pursuant to this Agreement and by furnishing, upon request, Axel Johnson International entity with copies of such documentation without delay.
11.2 The Customer shall provide written notice to Axel Johnson International entity, as promptly as possible, if any of the representations, warranties, covenants or other undertakings in this Section fail to be true and correct at any time.
11.3 Axel Johnson International entity retains the right to at all times refuse to undertake any actions related to this Agreement, if it has substantiated grounds to suspect that such action could be in violation of Sanctions Laws or Export Control Laws, or could conflict with contractual undertakings, including but not limited to obligations under financial agreements.
11.4 Any breach relating to this Section gives Axel Johnson International entity the right to upon notice unilaterally terminate this Agreement with immediate effect.
11.5 Axel Johnson International entity shall not be liable to the Customer for any claims, losses or damages arising from Axel Johnson International entity’s exercise of its rights in this Section.