GENERAL TERMS AND CONDITIONS OF SALE PR8-29.9
In the text:
- SMM - Supplier SMM d.o.o.
- client - the company or person who buys (customer)
- manufacturer - the company represented by SMM

All business relations between the Customer and SMM shall be subject exclusively to these General Terms and Conditions of Sale and Delivery, unless otherwise agreed in writing with the Customer.
In the event that SMM sells products of manufacturers it represents, the General Terms and Conditions of those manufacturers shall apply.
The Purchaser's terms and conditions of purchase shall be valid only in so far as they do not conflict with these Conditions. 

1. Offer/ Quote
1.1. SMM's offers are non-binding, subject to change. An order shall become valid upon confirmation of the order.
1.2 If a binding offer is made for a fixed period of time, confirmation of the order must be obtained within the quoted time.
1.3. The supporting documents attached to the tender, such as drawings, plans, weights, dimensions, etc., are for information only, unless specifically marked as binding.
1.4. Tender documents may be communicated to third parties only with the agreement of the SMM.

2. Prices
2.1 Unless specifically stated, the price parity of the equipment offered shall be EXW at the prevailing INCOTERMS, warehouse SMM, excluding packaging costs and taxes. 
2.2 In the event of longer delivery times, SMM shall be entitled to adjust prices if manufacturing or purchasing costs increase.
2.3. If VAT is not included in the price, it shall be calculated and paid in accordance with the applicable legislation.

3. Payment terms
3.1 The currency of payment shall commence on the date on the invoice. In the absence of a specific agreement, payment shall be made to SMM account. SMM shall be entitled to adjust deliveries accordingly in the event of delayed payment.
3.2 If the delay is caused by the Customer, the currency shall commence on the date of notification of the preparation of the Equipment for delivery.
3.3 If the Customer is in default, SMM shall be entitled to adjust the delivery dates accordingly, to withhold deliveries or services and to charge applicable interest on late payments and costs that would have been incurred as a result of the delay.

4. Delivery time
4.1 The delivery period shall begin on the date of order acknowledgment, where the Customer is obliged to fulfil certain conditions (delivery of data, technical documentation, payment, etc.), on the date when these conditions are fulfilled. 
4.2. The delivery period shall be deemed to have been met if the delivery or service has been performed by the due date or if a notice of readiness for acceptance has been sent.
4.3 The delivery period may be extended if circumstances beyond SMM control arise. SMM will notify the Customer of the occurrence of such circumstances and the new estimated delivery period. In such a case, claims for damages against SMM shall be excluded. 
4.4 If the delivery period is extended at the Customer's request, SMM shall be entitled to charge appropriate interest and storage costs for the period of extension.
4.5 SMM may also perform the delivery or service/parts before the agreed delivery date.

5. Property
5.1 The Equipment shall remain the property of SMM until payment in full, as well as other obligations arising from the Business Collaboration, have been settled.
5.2 The Customer may use the equipment supplied for its intended purpose only if it has no outstanding obligations to SMM. 
5.3 The Customer may not use the equipment on which SMM retains title to settle obligations to third parties.
5.4 In the event that the Customer is not expected to settle its obligations (insolvency, bankruptcy, etc.), SMM may withdraw from the contract and take back the equipment. For this purpose, SMM shall have the right to enter the premises where the equipment is located, to remove it and to store it on its own premises. 

6. Acceptance and dispatch
6.1 Acceptance shall be in accordance with the provisions of the Purchase Order. It shall be documented by a protocol and/or delivery note.  
6.2. Dispatch shall be at the Customer's expense and risk. The same shall apply in the event of return of the equipment.
6.3 The transfer of risk to the Purchaser shall take place at the latest upon acceptance/shipment or, in the event of delay due to the Purchaser's fault, on the date of notification of readiness for shipment.
6.4 SMM undertakes to adequately insure the Equipment at the Customer's request and expense.
6.5. Partial shipments are possible.

7. Warranty, guarantee
7.1 SMM warrants within the scope of these provisions that the deliveries are free from defects in material or workmanship and that they conform to the agreed specifications and characteristics. In the case of services, SMM warrants faultless performance.
7.2. For development projects or prototypes, the guarantee is excluded.
7.3 SMM shall not be liable for damages resulting from improper or unprofessional handling and use, faulty assembly and commissioning by the customer or a third party.
7.4 The warranty period for the equipment supplied shall be 12 months from delivery of the equipment or acceptance of the service. In the event that SMM or the manufacturer gives a longer warranty period for the equipment supplied, then this shall apply.
7.5 In the event of:
- a defect in workmanship or materials occurs during the warranty period, 
- the delivery is found not to conform to the agreed specification or characteristics, 
- that the services are defective, 
SMM will, at its discretion, repair or replace the equipment supplied with at least fully reconditioned equipment of the appropriate quality and, in the case of services, repair or reinstate such equipment if the Customer:
- in the case of a visible defect, made a complaint within 10 days after delivery or performance of the service
- in the case of a latent defect, complained of within 10 days of its discovery within the guarantee period, describing the defect.
7.6 The warranty covers only the replacement of parts and labour, while transport costs are excluded. 
7.7 The Customer acknowledges to SMM a certain period of time for rectification of defects or replacement delivery. In the event that rectification of defects or replacement delivery is not possible, the Purchaser shall be entitled to a replacement or a refund of the purchase price paid. 
7.8 Any other warranty by SMM for deliveries or services is excluded, as is the claim for damages.
7.9 In order to benefit from the warranty rights, the Customer must notify SMM in writing of the defect found.

8. Software
8.1 The Customer acknowledges that software defects cannot be completely excluded.
8.2 SMM does not warrant that the characteristics of the software programs ordered and supplied or their suitability meet the Customer's requirements or needs, unless expressly stated in the order.

9. Copyright
9.1 The Customer shall not have the right to copy the software or documentation or otherwise infringe copyright.

10. Withdrawal from the contract
10.1 The Customer may withdraw from the Contract if SMM is definitively unable to supply the equipment or services ordered. In the event that this is not possible for only part of the order, it may also reduce the ordered volume accordingly.
10.2 In the event of a delay in the delivery date, the Purchaser may withdraw from the Contract upon written notice that it does not require the ordered equipment or service after a new agreed delivery date, in the event of a further delay. 
10.3 SMM may withdraw from the contract if circumstances arise which make performance impossible. In such a case, SMM shall inform the Customer in writing of the occurrence of such circumstances and of the withdrawal from the Contract in whole or in part.
10.4 In the event of withdrawal from the Contract, SMM shall reimburse the purchase price already paid within a reasonable time. All other claims for damages are excluded.

11. Import-export documentation
11.1 SMM reserves the right to request appropriate documentation from the Customer if import restrictions apply to the Equipment ordered. The delivery period may be extended for the time required to obtain the required documentation or procedure.
11.2 In the event that the requested documentation cannot be provided, SMM shall have the right to withdraw from the Contract.
11.3 The Customer undertakes not to violate import restriction regulations.

12. General
12.1 The court in Maribor shall have jurisdiction to settle disputes. 
12.2 The invalidity of one of the provisions shall not invalidate the others.
12.3 Any amendments to these Terms and Conditions or the Purchase Order shall be valid only if signed in writing by authorised persons of both partners.
12.4. Anything not specified shall be subject to the applicable General Terms and Conditions of ORGALIME.

13. Correspondence
13.1 All correspondence must specify the order number and a reference to the previous correspondence. 
13.2. Any questions may be addressed to the SMM only.
              

GENERAL PURCHASE CONDITIONS No PR7-65.9
The General Purchasing Conditions shall apply to all orders placed with SMM Ltd. unless otherwise agreed in writing. In text:
- SMM - SMM Ltd. - Purchaser
- Supplier - the company to which the order is addressed

1. Orders
1.1. Only written orders shall be valid. The Supplier shall be deemed to have accepted the order without modification if it has no objections within seven days of the order being placed. Any deviations from the order must be specified and confirmed in writing by SMM as an addendum to the order.
1.2 The Supplier's terms and conditions of supply shall only apply if expressly confirmed in writing by SMM.
1.3 SMM shall have the right to terminate or withdraw from the order, subject to the Supplier's obligation to pay the Supplier the costs incurred up to the date of termination in the performance of the order. It shall have the right to take over the order or service performed up to the termination.

2. Delivery period / timeline
2.1. The agreed delivery period shall be firm. Conditions which may prevent delivery within the agreed delivery time shall be notified to SMM immediately and written confirmation is required.
2.2 The delivery deadline is met when all the required documentation (e.g. technical, shipping, inspection, origin, CE, etc.) has also been delivered.
2.3 In the event of delay, SMM may charge late payment penalties of 1% for each day of delay and other costs incurred as a result of the delay.
Acceptance of late delivery of the delivery or performance of the service for information does not imply that SMM has waived its right to liquidated damages for late delivery. SMM may deduct late payment penalties from current payments.
2.4 In the event that the Supplier fails to carry out activities in such a way as to be able to fulfil the obligations under the Purchase Order within the given delivery period and fails to notify SMM thereof, SMM shall be entitled to cancel the Purchase Order without payment and to make a cover purchase at the Supplier's expense. In the event that the Supplier is late in deliveries which are scheduled for joint shipment with other orders in order to reduce transport costs, the Supplier shall bear the transport costs due to the separate deliveries.  
2.5 The SMM shall have the right to inspect the performance of orders at any time and the Supplier shall allow the SMM to do so.

3. Quality guarantee, acceptance
3.1 The Supplier undertakes to implement quality assurance measures at all times and to ensure adequate quality through appropriate controls and tests.
3.2. The Supplier shall use the original documentation specified in the Purchase Order. He shall guarantee the accuracy of the translations he produces.
3.3. The Supplier shall report and implement any deviations or changes on the basis of the PR8-05 form certified by the authorised persons. Only this document, certified by the SMM, may be the basis for any additional costs to be charged for the execution of the order.
3.4. It shall use procedures and documentation complying with ISO 9001 for quality monitoring. The Supplier will inform the SMM if there are any changes that would adversely affect the audited quality assurance system. 
3.5 The SMM shall have the right to verify the performance, manner of testing and control of the Supplier or its sub-suppliers. 
3.6 The prescribed acceptance of the work or material shall take place at the Supplier's premises.
3.7 In the event that, through no fault of the Supplier, it is necessary to repeat the acceptance, these costs shall be borne by the Supplier and shall be invoiced by SMM when payment is made.

4. Health - safety - environment
4.1 The Supplier shall carry out all processes in the performance of the Contract in accordance with legislation and standards on environmental protection. 
4.2. The Supplier undertakes to use low-cost, environmentally friendly packaging. If the packaging constitutes special waste, SMM will return it or have it disposed of at the Supplier's expense.
4.3 The Supplier shall carry out all works in compliance with legislation and standards on health and safety at work.

5. Dispatch
5.1. Delivery must be announced no later than the date of dispatch. 
5.2 Delivery notes, waybills or packages must be marked with the delivery address and the SMM order number. 
5.3 For shipments where the cost of the shipment is borne in whole or in part by SMM, the most cost-effective option must be selected. 
5.4 The Supplier shall adequately secure the Shipment during transportation. 
5.5 Any damages or costs arising from non-compliance with SMM requirements shall be borne by the Supplier.

6. Price, invoices, payments
6.1. VAT shall be levied in accordance with the law.
6.2. Invoices must contain all the information specified in the order, together with the supporting documentation specified in the order. No payment will be made without the timely submission of the quality proof documentation specified in the order.
6.3 In the event that supplies or services are of poor quality or are in dispute, SMM may withhold payment until such time as they are corrected, without interest.
6.4 The payment period shall be 45 days after acceptance of the invoice net on the basis of the deliveries/services performed in accordance with the order. A 2% discount may be invoiced for every 14 days of shorter payment period.
6.5 The Supplier agrees to offset claims or liabilities. This may also be done with claims or liabilities within the group/company to which the Supplier belongs.
6.6 The Supplier may only assign claims with the written consent of the Purchaser.
6.7 In the event that SMM supplies or pays for materials at the Supplier's request, a 10% handling charge shall be applied to the purchase price. The value of the purchases so calculated shall be reduced by the value of the purchase orders or a debit note shall be issued.

7. Price parity
7.1. The price parities shall be those established by INCOTERMS 2000. 
7.2. The price parity shall always be FCA SMM, packed and loaded on the transport provider.
7.3 In the event that the SMM assumes the costs borne by the Supplier under the price parity, the price of the order shall be reduced by the value of the cost.

8. Warranty
8.1. The warranty period is 12 months from the start of commercial use, up to a maximum of 24 months. The warranty period for repaired or replaced parts is 12 months from the date of repair or replacement.
8.2 In the case of defective deliveries, SMM may require the defect to be rectified free of charge, a replacement to be supplied or exercise its statutory rights under the warranty. This shall also apply to non-performed or poorly performed repairs or replacement deliveries. The costs necessary to remedy the defects, including transport risk, shall be borne by the Supplier.
8.3 The Supplier waives for a specified period any objection to subsequent claims, insofar as these are due to obvious defects, incorrect deliveries, inadequate quantities or failure to meet previously guaranteed characteristics.  
8.4 In the event that the Supplier fails to remedy the defects within the time required, the same may be remedied at the Supplier's expense by SMM or by a third party on behalf of the Purchaser. This shall not alter the Supplier's obligations under the Purchase Order. 
8.5 Payment for deliveries shall not constitute a waiver by SMM of the costs of remedying the defects.
8.6 Deliverables not in accordance with the Purchase Order may be returned or stored by SMM at the Supplier's expense and risk.
8.7 If the Supplier acts as a (sub)contractor in the performance of an order performed by the Purchaser for its ultimate customer and the ultimate customer rejects the completed delivery or service, either in part or in full, due to defects, irregularities or inadequate quality for which the Supplier is responsible, the Purchaser shall have the right to claim from the Supplier compensation for all damages suffered or to be suffered as a result thereof. The Purchaser's claims for damages shall include in particular, but not exclusively: the costs of rectification of defects, the costs of replacement deliveries or services, the costs of complaint procedures, contractual penalties and indemnification obligations towards the final purchaser, loss of revenue, and any other direct or indirect costs incurred by the Purchaser. The Supplier undertakes to reimburse the Customer in full for all such costs.

9. Copyright and data confidentiality 
9.1 The Supplier warrants that patents and copyrights will not be infringed by the supply, use and transport of the Items as well as by the services of sub-suppliers.
9.2 All documentation and programs produced on the basis of or in connection with any SMM order shall be the property of SMM, with all copyrights valid.
9.3 The Supplier undertakes to treat the Purchase Order and the work required for its execution as a business secret. The Supplier undertakes to indemnify the Customer against any damage arising from non-compliance with this provision.
9.4 Only with SMM written consent may the Supplier claim a business relationship with SMM.

10. Handing over the contract to a third party
10.1 The assignment of an Order to a third party without written consent shall entitle SMM to withdraw from the Order in whole or in part and to be compensated for the costs incurred thereby.
10.2 The involvement of subcontractors is subject to the consent of SMM. 

11. Free supply of materials
11.1 In the event that SMM supplies material to the Supplier free of charge, such material shall remain the property of SMM and shall be properly marked, handled and stored separately. 
11.2 The material may only be used for the performance of SMM orders. In the event of destruction or loss, the Supplier shall replace it. The amount of the material shall be returned or accounted for.
11.3 The parity of free deliveries of SMM shall be delivered loaded on the means of transport.

12. SMM models, tools, templates
12.1. Models and tools purchased or made at SMM expense are the property of SMM. Resale of parts made using these models and tools is not permitted without the appropriate consent of SMM.
12.2 The plans, descriptions, sketches and programs handed over by the Customer to the Supplier for the purpose of manufacturing the parts and services ordered shall remain the property of SMM. The Supplier undertakes to handle them with care, not to make them available to third parties, to copy them only for the purpose of carrying out the order, and to return them to SMM after the order has been carried out, including all copies.

13. Insurance
13.1 The Supplier shall insure the Supplies referred to in Clauses 11 and 12, which are the property of SMM, against accidents such as fire, theft, loss and other possible damage.

14. Right of Exclusion
14.1 In the event of the bankruptcy of the Supplier, SMM shall have the right to exclude the materials (referred to in clauses 9, 11 and 12) which are its property or the property of the End Customer.
14.2 In any event, SMM shall have the right, at its sole discretion, to remove material which is its property or the property of the end customer if events occur at the Supplier which prevent the normal performance of the order (work stoppages, etc.), and the Supplier shall allow SMM to do so.

15. General Provisions
15.1 The court in Maribor shall have jurisdiction to settle disputes. Slovenian law shall apply. 
15.2 The invalidity of one of the provisions shall not invalidate the others.

16: Correspondence
16.1. All correspondence must state the order number and reference to the previous correspondence. 
16.2 All questions may be addressed to the SMM only.