General Terms of Sale, Delivery and Return

1. General information

Unless otherwise agreed in writing, these General Terms of Sale, Delivery and Return (hereinafter referred to as “Terms”) of Prima sistemi d.o.o., Bleiweisova 30, SI-4000 Kranj (hereinafter “Prima”) shall apply to supplies to the Buyer.

Terms also apply to all offers, pro-forma invoices, delivery notes, invoices, preliminary contracts, statements or other services resulting from business cooperation between Prima and the Buyer.

The Buyer’s general terms of purchase, regardless of whether these form part of the Buyer’s sales documents, including acceptance, will not be taken into consideration, unless otherwise agreed in writing. This applies regardless of when these might arise.

Valid Terms are available on the website https://primasystems.eu as well as on Prima’s headquarters.

2. Quotations and acceptance

Written quotations of Prima which do not specify an acceptance deadline will expire if corresponding acceptance has not been received by Prima within the date due or latest within thirty (30) days of the date of the quotation. Quotations given orally must be accepted without delay. Each quotation remains valid in its unaltered form. Offered rates on quotations are only valid for the specified quantities. Any additions and/or changes including any (oral) promises made by Prima’s staff, representatives, agents or any other intermediaries are only binding if Prima’s authorized person confirms these in writing. For transactions which, in terms of their nature and size, do not require a quotation or order confirmation, the invoice is seen as order confirmation. Prima’s issued quotations are subject to the goods being unsold.

Unless otherwise specified and agreed in writing, all quotations, estimates, prices and time specifications are submitted without any obligation. Prima has the right to refuse any orders without stating their grounds.

3. Prices

All prices are specified in Euro (EUR), exclusive of VAT, carriage charges, duty, taxes and other charges. For deliveries in non-EU countries certain additional country specific duties, taxes and fees may apply. The amount of the fees depends on the respective country of delivery. The Buyer needs to contact the local Customs Office for further information on these fees. These fees are borne by the Buyer. In the event of changes to the prices for the quoted or agreed supply arising from changes to cost prices, raw material prices, exchange rates, carriage charges, duty, taxes, charges, or similar, Prima is entitled to change the prices quoted to and/or agreed with the Buyer.

If the supply is covered by a price list used by Prima, the price for the supply will be determined on the basis of the price list in effect at the time of delivery.

In the event that special packaging is necessary, the expenditure for this is to be defrayed by the Buyer.

Electronic invoices are sent in the form of a PDF via email.

4. Payment

Payment falls due no later than thirty (30) days from the invoice date, unless otherwise agreed (e.g. prepayment). Bank costs are to be covered by the Buyer.

In the event of overdue payment, interest on overdue payment of 2% per month or any part thereof will be charged from the due date. Payment by set-off may not take place if the counterclaim is subject to dispute.

Failure to comply with Prima’s terms of payment is considered material breach, which entitles Prima to stop further delivery and claim the immediate payment of any receivable amount, whether due or not due for payment. A reminder charge of EUR 10,00 may be charged for every reminder letter issued.

In the event of overdue payment, Prima may charge a compensation fee of EUR 100,00 to cover costs relating to overdue payment.

5. Product information and product changes

Specifications contained in product information are only binding to the extent that Prima expressly refers to these in writing. Prima reserves the right without notice to change all product specifications if this can be done without significant inconvenience to the Buyer.

Drawings, specifications and similar issued by Prima before or after entering into the agreement remain the property of Prima and may not be passed on without the written consent of Prima.

6. Delivery and dispatch

Unless otherwise agreed in writing, all deliveries are ex works Prima, cf. Incoterms 2010. Thus, the Buyer bears the cost of transport and the risk of accident affecting the product after it has left Prima. Dispatch costs can come with extra VAT.Shipping cost of export documents is not covered by Prima unless agreed otherwise.

Unless otherwise specifically agreed, the mode and route of transport chosen are entrusted to Prima at the expense and risk of the Buyer.

The value of shipments will be insured by Prima at the Buyer’s expense only if a detailed agreement to this effect exists.

7. Delivery time

The delivery time is set by Prima to the best of Prima’s judgment in accordance with the circumstances which existed at the time of submitting the quotation and/or when the agreement was entered into. Unless otherwise agreed in writing, postponement of the delivery time by ten (10) working days is considered on time in every respect; thus the Buyer cannot use this reason to exercise any rights vis-à-vis Prima. Prima shall notify the Buyer of any changes to the delivery time without undue delay.

Delivery time for standard stock items (centrals, readers, identification, software) is up to two working weeks. Nonstandard items that are manufactured upon request (e.g. EvoLock®, Locker lock, Padlock, certain types of DIN cylinder bodies) usually move from production to shipping within 3 working weeks (sometimes sooner).

8. Return goods

The return of goods will only be accepted if this is agreed in writing between the parties. Under any circumstances, the crediting of returned goods is contingent on these being sellable, undamaged and in original intact packaging. For the return, a copy of the invoice and a fully completed return merchandise authorization (RMA) form must be enclosed. If any of the blanks on the RMA are not filled in, the product will be returned to the sender.

For agreed returns, the Buyer defrays all costs of transport and dispatch relating to the return to our address.

Goods specially purchased or manufactured on a customized basis (e.g. EvoLock®, Locker lock, Padlock, certain types of DIN cylinder bodies, etc.) may never be returned. Any damaged or improperly installed goods will not be credited.

Defective goods will be credited if they are received at our address within thirty (30) days after replacement goods have been sent. Goods which have sustained damage or have been improperly installed will not be credited. If goods are delivered with obvious transport damages, please immediately claim the damages at the deliverer. If the goods are returned without an RMA and a description of the cause, one-quarter of a technician’s hourly charge will be charged for troubleshooting (exclusive of VAT). Further details are available on the link https://primasystems.eu/warranty/

9. Defects and complaints

Upon delivery, the Buyer shall immediately – and no later than five (5) working days after receiving the goods – inspect the goods sold as required for business purposes.

If the Buyer intends to rely on a defect, the Buyer shall immediately after the defect is or should have been discovered give Prima written notice of this intention, specifying the defect. If the Buyer has or should have discovered the defect and the Buyer does not file a complaint as specified, the Buyer cannot assert this defect later on.

According to Prima’s choice, defects in goods sold will be remedied, replacement goods will be sent or the purchase sum for the goods sold will be credited to the Buyer. If Prima offers to exchange goods or remedy the defect, the Buyer is not entitled to rescind the contract of sale or claim compensation.

If the Buyer has not cited a defect to Prima within twenty-four (24) months of the delivery date, the Buyer cannot cite this later on.

Changes made to or interference in the goods sold without Prima’s acceptance exempt Prima from any liability and any obligation.

Unless otherwise agreed, no form of guarantee is issued for goods sold or services provided.

Prima cannot be held liable for any delay caused by replacement or remedy. If Prima offers to replace goods, the entire product must be returned and not only possibly one or more of the defective components.

Prima assumes no responsibility for ensuring that the goods delivered are suitable for the Buyer’s intended purpose. Prima is not liable for faults or defects due to improper processing, conveyance, storage, installation or any other negligence committed by any party other than Prima. Prima cannot be held liable for defects or faults that may arise as a result of ordinary wear. Prima can assist and help in configuring access control systems, but does not hold any responsibility for the full function of a system including final tests etc.

Further details are available on the link https://primasystems.eu/warranty/

10. Export

Unless otherwise agreed in writing, Prima cannot be held liable for the goods sold being able to be legally used in the Buyer’s home country and for the Buyer’s required purposes, including for any approval of goods by public authorities or private undertakings for import and use.

11. Retention of title

Prima retains the title, with the limitations inherent in mandatory law, to the goods sold until the entire purchase sum and the costs accrued relating to the delivery, dispatch and insurance of the goods sold which are defrayed by Prima on behalf of the Buyer or until the agreed security has been furnished, and until this takes place, the Buyer is not entitled to re-sell the goods sold or otherwise have the goods at its disposal in a manner which is in contravention of Prima’s retention of title.

In the event that the goods sold are transformed or processed without losing their unique quality or identity, the retention of title is upheld so that it covers the transformed or processed goods for the value represented by the goods sold without transformation or processing.

Once the Buyer has paid or provided the security agreed for all payable sums and the title to the goods sold has been transferred to the Buyer, Prima shall confirm this on demand from the Buyer.

12. Limitation of liability

For claims concerning Prima’s fulfillment or non-fulfillment of its obligations, the Buyer is entitled to compensation for direct loss with restrictions. Clause 14 shall apply to product liability, however.

Prima’s liability to pay compensation is limited to direct damage/loss and – the cause and nature of the claim notwithstanding – is limited to the amount invoiced for the service which caused the damage/loss or which is the cause of or directly related to the liability to pay compensation. Prima’s liability to pay compensation concerning the following losses, however, is limited.

Under no circumstances is Prima liable to pay compensation to the Buyer for lost profits, lost savings or other indirect loss or consequential damage due to the use of the goods sold or a lack of possibility to use them, regardless of whether Prima has been informed of the possibility of such claims.

13. Force majeure

Prima is not liable to pay compensation to the Buyer for loss arising from circumstances of an unusual nature and which prevent, render difficult or add to the cost of performing the contract, if these occur after the time when the quotation was submitted and are beyond Prima’s control, including: Industrial disputes (strikes and lockouts), fire, war, rebellion, internal civil unrest, weather conditions and natural disasters, currency restrictions, public confiscation, bans on imports or exports, interruption of ordinary communications, including energy supplies, significant increases to prices and/or taxes, exchange-rate fluctuations, difficulties relating to production and delivery caused by circumstances for which Prima cannot be blamed, as well as the occurrence of force majeure and/or hardship at relevant external suppliers.

In these instances, Prima is entitled to rescind the order partly or wholly or to postpone delivery of the goods until the impediment to performance has ceased.

14. Product liability

For product liability, Prima is liable to the extent that the liability arises from mandatory rule of law. However, Prima is liable to pay compensation – with limitations– for product liability incumbent on Prima in accordance with legal practice in the field of product liability.

The Buyer shall notify Prima immediately if a third party holds the Buyer liable in damages for product liability. Unless otherwise subject to mandatory rule of law, Prima is not liable for operating loss, loss of profit or other indirect loss.

If legal proceedings are filed against Prima by a third party arising from product liability, the Buyer accepts the possibility of being added as another party to the claim or being sued before the court of law or arbitration tribunal which hears the case, cf. clause 16.

15. Transferability

Prima is entitled to transfer its rights and obligations pursuant to these Terms to a third party. The Buyer is only entitled to transfer its obligations pursuant to these Terms after receiving the prior written consent of Prima. Such consent cannot be denied without citing a reason of fact.

16. GDPR

Personal data are gathered via online forms, e-mails, fairs, events or direct requests. Prima uses personal information such as names, surnames, e-mails and telephone for internal commercial use to provide requested product and price specifications, inform about novelties, updates on Prima products or similar company-related information. Requests for data deletion should be sent to info@primasystem.si

17. WEEE

Under the Electrical and Electronic Equipment Regulations (WEEE) the Buyer is responsible for the costs of collection, treatment, recovery, recycling and environmentally sound disposal of any equipment that has become waste electrical and electronic equipment. The Buyer is responsible for any information recording or reporting obligations imposed by the authorities.

18. Disputes, applicable law and jurisdiction

Disputes between the parties which cannot be amicably settled shall be resolved by the City Court of Kranj pursuant to Slovene law, unless Prima chooses to bring legal action within the Buyer’s jurisdiction. Slovene private international law which refers to a foreign court and the Convention on Contracts for the International Sale of Goods (CISG) shall not apply, however.

Version 3, August 2019