The following general terms and conditions apply to all supplies and services performed by ROBOTINA as a contractor or supplier. The Client accepts them by signing the contract, and in the event that no written contract has been concluded, by accepting the goods or services, unless otherwise agreed in writing form with the Client.
In the event of a difference between the General Purchasing Terms and Conditions of the Client and these Terms and Conditions, these General Sales Terms and Conditions of ROBOTINA shall apply, unless a different written agreement has been concluded between the parties. The validity of changes or collateral arrangements requires written confirmation and these only apply to each individual transaction. If in this way the individual provisions of these General Terms and Conditions are invalid, the contracting parties will enter into an agreement that will be as close as possible to the invalid provision.
1 Offer and contract
All contracts, orders and agreements are legally binding only if they are signed by the legal representative of ROBOTINA, or an authorized person and bind to the extent specified in the contract.
Offers are in principle variable and do not bind ROBOTINA, unless the offer states that it is binding. Substrates belonging to the offer, such as sketches, plans, weights, dimensions, etc., are of an informative nature, unless specifically marked as binding.
Statements by ROBOTINA employees that deviate from these General Terms and Conditions are in principle invalid, unless they have a written authorization of the legal representative of the Contractor.
Offer documentation may be handed over to a third party only with the written consent of ROBOTINA.
2Prices
Unless otherwise stated, the price parity of the offered equipment is EXW according to INCOTERMS 2000, ROBOTINA warehouse, without packaging costs and taxes. VAT is charged and paid in accordance with applicable law.
ROBOTINA has the right to adjust prices in the event of longer delivery times if production or purchase costs increase.
2.1Standard software
The prices stated in the offers as standard software modules are binding until the date "valid until".
Any price increases by the software manufacturer that occur after that date will be charged to the customer. At the request of the client, the contractor will submit the relevant documents (manufacturer's notice, current price list).
2.2Services
The prices listed in the offers and price lists for services are binding ROBOTINA for 30 days from the publication of the price list or the preparation of the offer, unless otherwise specified in the offer or price list. After that, ROBOTINA may take into account the resulting increases in labor and material costs in its hourly rates. other costs and taxes. New hourly rates must be notified to the client at least one month before their first use. Such increases shall be deemed to have been accepted in advance by the contracting authority, provided that they do not exceed more than 10% per annum.
Services provided by the contractor at the request of the client and which exceed the originally agreed scope of services are charged at the hourly rates valid at the time of the service.
2.3Travel costs and costs for work outside regular working hours of ROBOTINA
This article applies only for work on an actual scale. Travel, subsistence and accommodation costs are charged separately to the client. The usual norms apply in accordance with Slovenian business practice. Time spent on the road is charged at 80% of the hourly rate.
Off-hours services requested by the customer are charged the following additional costs per hour of services provided as a percentage of the agreed price of the service:
for night work (MON-FRI from 10.00 PM to 6.00 AM) and work outside the regular working hours of ROBOTINA (MON-FRI 4.00 PM to 08.00 AM) 50%,
for work on Saturdays 50%,
for work on Sundays and holidays 100%.
If the two listed items coincide, the higher item applies. In the case of night work on Sundays or. Holidays, in addition to the item for work on Sundays or. Holidays, also the item for night work applies.
3 Payment
The payment currency starts running from the date on the invoice. Unless otherwise agreed, the payment will be made to the ROBOTINA account including VAT, without any deduction or deduction of costs. If the customer is late with the payments, ROBOTINA has the right to adjust the delivery dates accordingly, to withhold deliveries or services and to calculate the applicable default interest and costs incurred due to the delay.
Due to non-compliance with the agreed payments, ROBOTINA may, within one week after the written warning, stop the current works and withdraw from the contract. The client must bear all costs associated with this and the loss of profit.
If the customer does not comply with the payment terms or the contractor is aware of circumstances that, in his opinion, are such as to jeopardize the customer's solvency, ROBOTINA may request advance payment for outstanding deliveries.
If several receivables are open to the client, the client's payments are offset by the oldest receivable each time. However, any costs are always settled first, followed by interest and finally the principal receivable.
The Client may compensate the obligations to ROBOTINA only with its recognized and legally established receivables to ROBOTINA.
On goods, products, and on the documentation intended for the customer, ROBOTINA reserves the property right until full payment.
4Delivery time
The delivery time or the deadline starts with the date of order confirmation or the date of signing the contract; and in the event that the client has an obligation to meet certain conditions (submission of data, technical data, payments, etc.), from the date of fulfillment of these conditions.
The delivery deadline shall be deemed to be fulfilled if the delivery or service is completed by the scheduled time or if a notice of readiness for acceptance is sent.
The delivery time may be extended if a situation arises over which ROBOTINA has no control. ROBOTINA will inform the client about the occurrence of such conditions and the planned new delivery time. Claiming damage to ROBOTINA is excluded in this case.
ROBOTINA is not responsible for delays in delivery and for price increases that occur due to incorrect, incomplete or subsequently changed data and information or. documentation made available by the contracting authority. Additional costs incurred as a result shall be borne by the client.
If the delivery time is extended at the request of the customer, ROBOTINA has the right to charge for the period of extension the appropriate interests, storage costs and other costs incurred,
ROBOTINA may make the delivery or service even before the agreed delivery time.
5 Property
Until the settlement of the full payment, as well as the settlement of other obligations from business cooperation, the equipment remains the property of ROBOTINA.
The Client may use the supplied equipment only if he has no outstanding liabilities to ROBOTINA. The equipment on which ROBOTINA retains ownership cannot be used by the client to settle liabilities to third parties.
In the event that the client is not expected to settle obligations (insolvency, bankruptcy, etc.), ROBOTINA may withdraw from the contract and take the equipment back. For this purpose, he has the right to enter the premises where the equipment is located and take it away.
6 Shipping
Shipping or delivery follows at the expense and responsibility of the client. The same applies in the case of return of equipment. The transfer of risk to the customer is no later than with the acceptance of the equipment / shipment or in case of delay due to the fault of the client from the day of notification of readiness for shipment.
ROBOTINA undertakes to insure the equipment properly at the request and expense of the customer. Partial shipments are possible.
7 Acceptance
The takeover is carried out in accordance with the provisions of the order or contracts. It is documented with a record (if it is a system) and / or a delivery note (if it is only a supply of equipment). The system / equipment is in any case considered to be taken over if the client uses it. Acceptance time is the start of use.
1 Specifics of software system acquisition
The software system must be taken over by the customer no later than four weeks after delivery and successfully passed the test on the customer's test data. Project managers determine the scope and dates of (sub) takeovers. The client confirms the acceptance with the minutes (Report on successfully performed testing on the test data of the client). If the Client allows the expiration of four weeks without taking over the software system, the delivered software system shall be deemed to have been taken over with the expiration of the last day of the stated deadline.
The Client must notify ROBOTINA about the errors, that are deviations from the written functional specification that may occur, and document them. ROBOTINA must strive to eliminate errors as soon as possible. If significant errors are reported, ie that the use cannot be started or continued, a takeover must be performed after the error has been rectified.
8 Mutual rights and obligations of the parties
ROBOTINA has the right to subcontract services. In this case, too, the order is generally carried out and is jointly the responsibility of ROBOTINA.
The Client performs its participation at its own expense. The parties to the contract mutually undertake not to influence the counterparty's employees for the duration of the contract in order to terminate their work, and they will not start cooperating with the counterparty's employees in any way 6 months after the end of the contractual obligations. In the event of a breach of this obligation, the parties recognize a flat-rate contractual penalty in the amount of two years of gross remuneration of the employee.
9 Warranty - guarantee
ROBOTINA guarantees that there are no material or manufacturing defects in the deliveries and that they comply with the agreed specifications and characteristics. In services, ROBOTINA guarantees quality workmanship. The warranty period for the system is 12 months from the receipt of the system.
The equipment installed by ROBOTINA is subject to the contents and warranty periods of the manufacturers. ROBOTINA transfers to the customer the warranty and instructions for use, which he obtains from the manufacturers of this equipment. ROBOTINA does not guarantee the costs incurred due to improper or unprofessional handling and use, or defective installation and commissioning by the customer or a third party.
In the event:
that a manufacturing or material defect occurs during the warranty period,
that the supply is found not to comply with the agreed specification or characteristics,
of deficiency of Service
at its discretion, ROBOTINA will repair or replace the supplied equipment with at least completely refurbished equipment of appropriate quality and, in the case of services, rectify the defect if the customer:
in the event of a visible error, advertise within 10 days after delivery or execution of the service,
In case of a visible defect, advertise it 10 days after the discovery during the warranty period with a description of the defect.
The warranty only covers replacement of parts and labor, while transportation costs are excluded. Clients are granted ROBOTINA a certain amount of time to rectify the defect or make a replacement delivery. In the event that rectification of the defect or replacement delivery is not possible, the customer has the right to replace the equipment or refund the purchase price paid.
If the Client erroneously and without proper determination and documentation claims that there are deficiencies or errors, and if this incurs ROBOTINA's additional costs, they will be charged to the Client separately.
ROBOTINA will provide advice, assistance, elimination of deffects and disturbances for which the client is responsible, as well as other changes and additions against payment. This also applies to the elimination of errors if the customer himself or a third party has made changes, additions or other interventions on the system.
ROBOTINA does not guarantee against errors and defects resulting from improper use. Errors due to changed system components or settings, use of inappropriate or defective hardware, data carriers, etc. are also excluded from liability for errors.
Programs or other equipment subsequently modified by the Client's associates or third parties shall be deemed not to be liable for any errors on the part of the Contractor. To the extent that the subject of the contract represents a change or amendment to existing systems, the liability relates to the change or amendment. Responsibility for the basic system is not revived by this. The customer must, at his own risk, take care of regular servicing of the supplied equipment in accordance with the manufacturer's instructions. Failure to do so will void the warranty.
Any other warranty by ROBOTINA for supplies or services is excluded as well as claims. In order to use the warranty rights, the customer must notify ROBOTINA in writing form of the identified defect.
9.1 Specifics of responsibility for the software system
Liability applies to errors that are material and reproducible and are reported within three working days after the errors occur. In the event of a justified request, the errors will be rectified within a reasonable time, whereby the client will enable ROBOTINA to take all measures necessary to identify and eliminate the errors. The client must take care of the insurance of programs and data related to the installed equipment at his own risk.
10 Liability for damages
ROBOTINA guarantees damages within the legal regulations if the client proves that the contractor caused the damage intentionally or through gross negligence. The Contractor shall not be liable for material damage caused by negligence. The Contractor shall not be liable for any direct or consequential damages.
ROBOTINA is not responsible for the loss of customer data. The Client is obliged to take care of adequate data protection and backup.
Any claims for damages must be notified to ROBOTINA within three months, otherwise the client loses the right to assert them. Claims for damages which the Contracting Authority has not notified the Contractor of within three months from the date on which they became known to the Contracting Authority shall be deemed to be time-barred. The maximum compensation that the client can claim from ROBOTINA is limited to a total of a maximum of EUR 50,000.
11 Standard software
By purchasing standard software, the customer acquires the right to use it, in accordance with the provisions of the manufacturer of standard software.
ROBOTINA is responsible that the transfer of the right to use to the subscriber is not opposed to the right of third parties. The Client is aware that software errors cannot be completely ruled out. ROBOTINA does not guarantee that the characteristics of software packages fully meet the client's requirements or. needs, unless explicitly stated in the contract. The order of standard software is therefore executed after the client has thoroughly acquainted with the set of functionalities and agrees with it.
In the case of the supply of standard software from other manufacturers or in the event that third-party modules are included in the ROBOTINA software, ROBOTINA is not responsible for the operation and / or errors on this equipment or modules or errors resulting from this software. This equipment is subject to the warranty terms and guarantees of the software manufacturers, and Customer may make claims against the manufacturer of such software.
12 Copyright and Use Rights
The Client obtains a non-transferable, inexperienced, unlimited permission to use the ROBOTINA software and other solutions to use it as a copyrighted work. Standard software must comply with the manufacturer's license agreement.
Any provision of use to third parties is excluded in accordance with copyright law. Acquired software and other ROBOTINA solutions may not be sold or otherwise disposed of by a customer to a third party. All copyright and copyright-related rights to supplies (programs, documentation, etc.) belong exclusively to the contractors or. to his licensor. if they have not been explicitly transferred to the subscriber together with the right of use. Client acquires the sole right to use the software in its unaltered form exclusively for its own needs and purposes, and to the extent that corresponds to the number of licenses obtained. The Client agrees that if, despite two written reminders, the Contractor fails to settle its obligations under the contract, it shall, at the written request of the Contractor, discontinue the use of unpaid software. By participating in the creation of the software, the client does not acquire any rights to this software. Any copyright infringement by ROBOTINA or the licensor will result in claims for damages, in which case full compensation must be paid.
The endorsements on the program carriers and documentation intended for the contracting authority as a user concerning industrial property rights or other exclusive rights may not be removed. The Client may make copies for the purposes of archiving and securing the data, provided that the contracts do not contain an express prohibition and that all notes regarding "Copyright" and statements of ownership are transferred to these copies unchanged.
13 Withdrawal from the contract
The Client may withdraw from the contract if ROBOTINA is not finally able to deliver the ordered equipment or service. In the event that this is not possible for only part of the order, the contracting authority may reduce the order accordingly.
In the event of a delay in the delivery deadline, the customer may withdraw from the contract in writing in the event of a new agreed date after a certain new agreed deadline.
ROBOTINA may withdraw from the contract if conditions arise that make execution impossible. In such a case, ROBOTINA is obliged to inform the client in writing about the occurrence of such conditions and the withdrawal from the contract.
In case of withdrawal from the contract, ROBOTINA must return the already paid purchase price in due time. All other claims for damages are excluded.
14 Import - export documentation
ROBOTINA reserves the right to request appropriate documentation from the customer if the ordered equipment is subject to import restrictions. The delivery time may be extended for the time of obtaining the required documentation or procedure. In the event that the required documentation cannot be submitted, ROBOTINA has the right to withdraw from the contract. The contracting authority undertakes not to infringe the rules on import restrictions.
15 Disputes and jurisdiction
The parties will try to resolve all disputes or misunderstandings amicably and peacefully in the spirit of good business cooperation and on the basis of business customs and business morals. In the event that the contracting parties could not resolve the dispute in this way, the court of the Republic of Slovenia, namely the court in Ljubljana, shall have jurisdiction to resolve the dispute.
Unless otherwise agreed, only the rules of Slovenian contract law applicable to commercial contracts apply between the parties, even if the order is executed abroad. The application of the United Nations Convention on the International Sale of Goods is excluded.
16 General
The invalidity of one of the provisions does not invalidate the others. The General Terms and Conditions of ORGALIME SE 94 apply to all indefinite.
17 Correspondence
In all letters, it is necessary to state the Order or contract number and the link to the previous correspondence.
All questions can only be addressed to the responsible person in ROBOTINA.
18 Validity
The general sales conditions of ROBOTINA are valid from 1.1.2009.
