General Sales and Delivery of C&D Hotel Interieri d.o.o., Loška cesta 13, 1358 log pri Brezovici

Article 1: Application

These general conditions apply to all agreements with C&D Hotel Interieri d.o.o., (C&D Hotel Interieri) offers and / or its clients with contracts, deliveries and services of any kind. In the C&D Hotel Interieri agreements are governed by Slovenian law. These conditions are considered to be formally and explicitly accepted by our contractors, even if our terms and conditions conflict with their own general or specific terms of adoption, purchase or sale. The fact that a specific agreement differs from any of the provisions of these general conditions, preclude the application of other conditions not. By our agents or representatives commitments commit ourselves first than if they were confirmed by us in writing.

Article 2: Offers

2.1 Validity – all quotations, unless explicitly stated otherwise in the quotation, are valid 2 months from the date of the issued offer. Offers are based on data supplied by the purchaser which includes drawings, information and possible measurements if made by the C&D Hotel Interieri. The customer is obliged to inform C&D Hotel Interieri in time, about any change of facts and / or circumstances, which may affect the performance of the contract.

2.2 Liability – all offers of C&D Hotel Interieri are optional, unless the contrary is determined in the offer. Offers are based on the information received in the inquiry from the client for which C&D Hotel Interieri assumes are correct as received.

2.3 Presentation – drawings, visualizations, 3D models, sizes, etc. which are made by C&D Hotel Interieri to clarify the object of the offer are not binding for C&D Hotel Interieri.

2.4 Copyright – all the calculations, drawings, designs, illustrations,  samples and models, made by C&D Hotel Interieri, for the purpose of the offer are as such considered intelectual property of C&D Hotel Interieri. C&D Hotel Interieri retains the right to request the return of this information / material on the client’s account after the stipulated period. Any use of this information / material except for purposes of the project colaborated with C&D Hotel Interieri, is without written approval of C&D Hotel Interieri prohibited.

2.5 Refund – all costs which C&D Hotel Interieri had for preparing the offer to the client can be charged to the client in case C&D Hotel Interieri does not get the project it has quoted for.

2.6 Prices / Parity – if not explicitly stated otherwise in the offer, all prices presented in the quotations are by International Commerce Terms, with parity EXW (Ex Works) factory in Slovenia, excluding VAT (Value Added Tax). C&D Hotel Interieri is not bound with the content of leaflets, brochures and other printed material, unless specific offer is made to the client.

Article 3: Value Added Tax

3.1 VAT – if not explicitly stated otherwise in the offer, the prices are exclusive of VAT (Value Added Tax) and any other government duties or taxes.

3.2 Reverse charge – According to the point 1 of article 46 or point 10 of article 20 (depending on the provided service) of the Slovenian Law on Value Added Tax (VAT) ZDDV-1 the tax is not charged. As a consequence of EU 2006/12 directive, VAT self reverse charge mechanism needs to be applied by the client for the account of client’s VAT ID.

Article 4: Agreement

4.1 Contracts or agreements, however named, are formed and valid only after express acceptance by C&D Hotel Interieri. Such explicit acceptance is considered binding if returned to the client within 3 working in a formal written form via email, post or facsimile message.

4.2 Agreements with subordinate staff of C&D Hotel Interieri do not bind the latter in any way. As subordinate staff in this context are considered all employees who do not have power of attorney.

4.3 In the execution of an agreement with a customer, C&D Hotel Interieri shall never be obliged to pay compensation other than explicitly set out in these terms and conditions, in particular not compensation for other direct or indirect damage, including damage of third parties, loss of profit, and the like.

Article 5: Delivery

5.1 Unless otherwise agreed in writing, delivery shall be made at the address provided by the client in the agreement. Client is obliged to inform C&D Hotel Interieri about any particularity regarding the delivery address access or any special traffic regulations at the exact point of delivery. Any delays and additional costs that may appear as a result of insufficient or too late information about a delivery address, provided by the client, will be charged to the client.

5.2 Any shortage or damage to the delivered goods that are found upon delivery must be noted by the customer or on his behalf on the delivery note, the invoice or the transport documents. Failing this, the customer shall be deemed to have approved of the delivered goods. Complaints shall no longer be taken up then.

5.3 The customer shall inform C&D Hotel Interieri about the special circumstances that require the use of a lift, hoist or crane. In that case, the agreement shall set out at whose expense and risk the special aids will be. In case of late, incorrect or incomplete information by the customer, the cost of use of special aids shall be at it’s expense.

5.4 Agreed delivery times are never fatal. C&D Hotel Interieri does not take any responsibility for delayed deliveries that may be a result of traffic conditions, unavailability of materials or other party delays.

5.5 If the client requests the delivery to be delayed or accelerated, C&D Hotel Interieri is entitled to compensation for the resulting costs.

5.6 The risk of loss or damage of the goods is transfered from C&D Hotel Interieri to the client immediately upon physical delivery on site. All goods delivered by the C&D Hotel Interieri shall remain the property of the C&D Hotel Interieri until complete payment is received from the client.

5.7 If goods have not been taken possession of by the customer after expiry of the delivery term, they shall be stored for his disposal at his expense and risk.

Article 6: Payment

6.1 Each purchase agreement, even if it also contains the contracting of work, shall be concluded under the general condition: by means of payment or transfer to a bank or transaction account specified by C&D Hotel Interieri as specified in paragraph 6.2.

6.2 Unless otherwise agreed, the payment terms shall be:

Smaller objects up to 5.000,00 EUR:

• 50% Telegraphic Transfer advance of the agreed price within 3 days from the date of placing the order with C&D Hotel Interieri
• 50% Telegraphic Transfer advance of the agreed price 5 days before the date of scheduled loading

Larger objects and contracting work:

• 40% Telegraphic Transfer advance of the agreed price within 3 days from the date of placing the order with C&D Hotel Interieri
• 50% Telegraphic Transfer advance of the agreed price 5 days before the date of scheduled loading
• 10% Telegraphic Transfer advance of the agreed price in 20 days from the date of the loading

6.3 C&D Hotel Interieri shall be entitled at any time to demand security for payment from the customer or to demand full advance payment, before making delivery.

6.4 If the customer fails to pay within the period of 14 days, the customer shall be in default by operation of law. The customer shall then owe a monthly interest based on the then prevailing legal interest. The interest on the due amount shall be calculated from the moment that the customer is in default to the moment of settlement of the full amount.

6.5 If the customer fails to fulfil one or more of his obligations on time, then any reasonable costs incurred to have all debts paid extrajudicially shall be borne by the customer. The customer shall in any case owe the collection charges in the event of a monetary claim. The collection charges shall be calculated in accordance with the collection rate as advised by the Slovenian legal chamber in collection cases.

6.6 C&D Hotel Interieri is not obliged to solve any claims until all payments for issued invoices are received.

Article 7: Industrial and intellectual property rights

7.1 Unless agreed otherwise, C&D Hotel Interieri shall retain the copyrights, as well as any other rights of intellectual or industrial property on the designs, sketches, drawings, models, pictures and quotations provided by it. These documents shall remain the property of C&D Hotel Interieri and shall not be in any way copied, shown to third parties or used in any other manner without exclusive permission, irrespective of whether costs have been charged to the customer for them. The customer shall return these matters to C&D Hotel Interieri upon first demand, on penalty of a fine of 5000,00 EUR per day.

7.2 The title of the above-mentioned matters shall only be transferred to the customer after he has fulfilled all payment obligations that arise from the corresponding order.

Article 8: Completion

8.1 When the work is commissioned without completion, the work shall be considered commissioned and retroactive complaints shall no longer be taken up. C&D Hotel Interieri shall receive ample opportunity at any time to deliver the work to the customer.

8.2 Small defects that can be corrected in the short term shall not be a reason to withhold approval.

8.3 In case approval of the work is withheld, the customer shall send C&D Hotel Interieri a full detailed written notification with explanatory photographic material to this effect.

8.4 In case of defect the customer needs to inform C&D Hotel Interieri latest, within 7 days after discovery. Information must be received in written form with detailed description and photographic backup where a defect and a context of a surrounding is clearly visible and explained.

8.5 C&D Hotel Interieri shall no longer be liable for defects to the work except if the work contains a defect and the customer has reported this within 7 days after discovery. The action in respect of defect shall no longer be allowed if it is brought after expiry of 1 year after the date of completion. A defect shall only be considered a hidden defect if, reasonably, it could not have been distinguished earlier than at the time of discovery.

Article 9: Risk / Retention of title

9.1 The risk in respect of damage and loss of the delivered goods and of any damage resulting from damage and loss shall pass to the customer immediately upon delivery – offloading. The title of all goods delivered by the supplier shall be retained by the supplier until the customer has paid the purchase price, as well as any other debt that it has towards C&D Hotel Interieri.

9.2 The customer shall not be entitled to pledge the goods delivered under retention of title or to have them serve as security, or to give them up to third parties.

9.3 If the customer does not fulfil his payment obligations in due time, he shall give C&D Hotel Interieri the opportunity, upon the latter’s demand, to collect the goods delivered under retention of title, from the place where they are. The cost of collection shall be borne by the customer.

Article 10: Guarantees

10.1 For manufacturing faults that, depending on their nature, may be discovered after a longer period of time, a period of one year after the delivery date shall apply unless explicitly defined otherwise in writing.

10.2 If not otherwise defined, delivery date is considered the date of delivery on CMR document.

10.3 If partial completion of the work takes place, the guarantee periods shall start upon completion of these parts.

10.4 The guarantee obligation shall no longer apply if discovered that repairs or other work has been done by others without the written permission of C&D Hotel Interieri.

10.5 No guarantee shall apply to methods, placement, constructions or materials prescribed by the customer for complete or part of the work provided by the customer or by third parties at his instruction.

10.6 Repairs or changes that relate to paragraph 5, shall be made entirely at the risk of the customer.

10.7. No guarantee shall apply in respect of glass, discoloration of wood, natural colour differences of wood and natural reactions of solid wood to environment.

10.8. Guarantee shall only apply if the work is used as destined in accordance with the order; if nothing has been agreed on the use destination otherwise, guarantee shall only apply in the case of normal use.

10.9. Guarantee shall only apply in normal circumstances. This shall include: ensuring suitable humidity in the atmosphere, no exposure to too high humidity in the atmosphere, no exposure to the direct sunlight, cold, heat, compliance with the correct washing instructions, etc.

Article 11: Liability

11.1 Without prejudice to the guarantee stipulation, C&D Hotel Interieri expressly excludes all liability towards the customer for any damage whatever the cause may be.

11.2 If and to the extent that any liability should rest with C&D Hotel Interieri, on whatever basis, this liability shall at any time be limited to the amount invoiced in the principal amount for the concerned order, exclusive of VAT, or, if this amount is higher, up to the amount that will be paid to C&D Hotel Interieri for the damage by third parties or the insurers.

Article 12: Complaints

12.1 Complaints in respect of transport damages, short delivery and or visible defects shall be reported to C&D Hotel Interieri by the customer within 24 hours after date of delivery of the goods stated on CMR. The guarantee shall not apply if this condition is not fulfilled.

12.2 Complaints in respect of non-visible defects shall be communicated to C&D Hotel Interieri by the customer with due speed after the latter has discovered the defect or could reasonably have discovered it. This on penalty of cancellation of guarantee.

12.3 Return consignments shall not be accepted by C&D Hotel Interieri, unless in respect of a complaint and after it has permitted this in writing. Freight shall be at the expense of the customer in that case.

12.4 Complaints about invoices will be accepted if they are submitted in writing within 7 days after invoice date.

12.5 After expiry of these periods, the customer shall be deemed to have approved the delivered goods or the invoice, respectively. After that period, complaints shall no longer be taken up by C&D Hotel Interieri.

12.6 If, at the end of the project, specific matters must still be completed and these cannot be realised in the short term, the customer shall be entitled only in that case to withhold an amount representing those specific matters.

Article 13: Force majeure

13.1 C&D Hotel Interieri shall not be obliged to fulfil any obligation if it is prevented from doing so due to a circumstance through no fault of its own and which cannot be attributed to it by virtue of law, juristic act or generally accepted practice.

13.2 If, due to force majeure or any other extraordinary circumstance, such as, inter alia, late delivery by third parties, C&D Hotel Interieri is not able to fulfil its obligations in due time, C&D Hotel Interieri shall be entitled to execute the agreement still within a reasonable term, or – if fulfilment within a reasonable term is not possible – to declare the agreement completely or partially dissolved.

13.3 In the case mentioned in paragraph 2, the customer shall neither be entitled to dissolve the agreement nor to claim compensation.

Article 14: Changes to the order

14.1 After the order has been given, the customer may only make changes to the order if C&D Hotel Interieri exclusively agrees in writing.

14.2 Changes still desired by the customer after the order has been placed shall be agreed on by the parties in writing. The risk of the execution of the changes shall be at the expense of the customer in case of any other form of agreement.

14.3 Unless expressly agreed otherwise in writing, any additional work shall be at the expense of the customer. In case of less work than contractually agreed on, the customer shall only be entitled to deduction of maximum 85% of the value of the contractual variation. As soon as possible after an order for a contractual variation (either additional work or less work), C&D Hotel Interieri shall inform the customer in writing of the change in price and the date on which the work can be completed with due observance of the contractual variation. The order for change shall be part of the work.

14.4 As a result of changes made by the customer to an already placed order, additional work may be charged and/or the delivery term may be exceeded by C&D Hotel Interieri. C&D Hotel Interieri shall inform the customer of this as soon as possible.

14.5 By additional work shall also be understood the cost incurred by C&D Hotel Interieri pursuant to the already placed order, in respect of work already performed or goods already ordered.

14.6 An impediment in the execution or progress of the execution that can be imputed to the customer or third parties, shall be considered as a change desired by the customer as referred to in paragraph 1 of this article.

14.7 In case of a dispute about the amount of the invoice for additional work, the customer shall pay the contested part to a blocked account specified by C&D Hotel Interieri. After settlement of the dispute, the thus paid part shall be repaid or transferred in accordance with the decision.

Article 15: Call-out charges

15.1 C&D Hotel Interieri shall be entitled to charge call-out charges, provided this was agreed on at the conclusion of the agreement.

Article 16: Choice of law

16.1 All agreements of C&D Hotel Interieri shall be governed by Slovenian law.

16.2 Any disputes between C&D Hotel Interieri and customers shall be submitted to the competent court in Slovenia. However, C&D Hotel Interieri reserves the right to submit disputes to the competent court in the place of registration of the customer. Address: Loška cesta 13, 1358 Log pri Brezovici, Slovenia