1. GENERAL PROVISIONS

The PP Group General Purchasing Conditions shall exclusively and fully govern all deliveries or installations of equipment, materials, products (hereinafter: "Goods") or services (hereinafter: "Services") made by a supplier, contractor or vendor (hereinafter: "Supplier") in contracts where the application of the PP Group General Purchasing Conditions has been agreed upon.

The PP Group (hereinafter: "Company") reserves the right to set out specific terms and conditions for individual contracts, which, in such cases, shall supersede the General Purchasing Conditions. This also applies in the event of a conflict between the terms of a particular contract and the General Purchasing Conditions.

The General Purchasing Conditions shall prevail over, or exclude, any general or special conditions set by the Supplier. The Supplier shall be bound by the general and special terms and conditions only when expressly agreed to in writing.

2. CONCLUDING AND AMENDING A CONTRACT

Contracts and amendments (annexes) shall be executed in writing. Any verbal agreements shall be confirmed in writing by the Company to be valid; otherwise, they shall have no effect.

3. RULES AND RESPONSIBILITIES

By concluding a contract, the Supplier guarantees that it fulfils the applicable legal conditions for carrying on the activity encompassed by the contract.

By concluding a contract, the Supplier undertakes to supply the Goods or Services correctly and punctually, exercising due skill, care and diligence, while having regard to applicable and binding legislation and industry rules.

3.1. GOODS

The Supplier undertakes to supply the Company with Goods:

• that meet the requirements of the legislation applicable in the country of sale and the requirements of the applicable EU rules,
• that meet the quality/technical specifications of the Goods agreed in the respective contract,
• packed in the prescribed packaging suitable for transportation,
• that are undamaged,
• dispatched in transport vehicles that are equipped to maintain a suitable environment (temperature, sterility, conditions for the transport of hazardous goods, etc.) where the characteristics of the Goods supplied so require,
• are protected against unauthorised interference and are manufactured, stored, prepared and loaded in secure premises and in secure loading and dispatch areas,
• have the same characteristics throughout the consignment and in subsequent consignments,
• are labelled in accordance with the requirements of both national and EU legal regulations for the type of product and for the country of sale of the Goods, and are accompanied by the prescribed documents and markings (e.g. safety data sheets, instructions, CE markings, warranty card, list of authorised service centres, list of spare parts, etc.).

3.2. SERVICES

The Supplier undertakes that all Services shall:

• be performed in accordance with the requirements of the legislation applicable in the country where the Service is provided and with the requirements of the applicable EU regulations,
• be provided with due care, skill and diligence, using the relevant skills and knowledge necessary to perform the contract to the required standard,
• be performed by professionally qualified workers employed by the Supplier,
• comply with the applicable regulations and that all the latest standards relevant to the performance of the Service, as well as all the specificities of the environment, are taken into account,
• be performed using equipment that is in good working order and complies with the applicable legally binding rules of the industry,
• be performed properly and that the Supplier will assume full responsibility for the Service provided under the contract, whether the Supplier performs the work itself or subcontracts individual tasks,
• be recorded and that it will keep all necessary documentation for the Service provided, the original of which (or a copy thereof) shall be handed over to the Company after the Service has been provided.

3.3. SUPPLIER'S FAILURE TO FULFIL ITS OBLIGATIONS

In the event that the failure to comply with any of the obligations set out in items 3.1 and 3.2 results in the Company being held criminally, administratively and/or civilly liable for damages, the Supplier shall indemnify the Company against all costs and expenses incurred as a result of the payment of penalties, as well as against the costs of representation. The Supplier shall also be liable to compensate the Company for any damage caused to the Company as a result of production downtime, inability to continue normal operations, or the discarding of Goods supplied.

The Supplier's obligation shall apply for the duration of the transaction and beyond if the consequences of the Supplier's failure to comply with its obligations, which affect the Company, relate to that specific transaction.

4. SUPPLY OF GOODS / PROVISION OF SERVICES

The Goods and Services shall be supplied in accordance with the terms of the transaction.

Delivery of the Goods shall be deemed to have been effected when the Goods arrive at the destination specified in the respective contract and the delivery note has been signed by an authorised person of the Company, or the Service has been performed and the handover report has been signed by an authorised person in the Company, and any shortcomings identified in the course of the inspection of the Service performed or any technical inspection have been rectified. The delivery of the Goods or Services shall also include the delivery of the documentation agreed or required by the applicable regulations and these General Purchasing Conditions.

If a test and/or trial run has also been agreed as part of the contract, delivery of the Goods or Services shall be deemed to have taken place after commissioning and successful completion of the trial run, as confirmed by the signing of a handover report.

The Supplier undertakes to inform the Company promptly in writing of any circumstances which may affect or influence the proper and timely fulfilment of its obligations. In the event that circumstances arise which affect or may affect the timely fulfilment of the obligations, the parties may agree to fix a new date for delivery. The Supplier shall propose a new delivery date as soon as it becomes clear that it will not be possible to meet the obligation within the time limit originally agreed, taking into account all the factual circumstances and the interests of the Company. An agreement on a new delivery date shall be made in writing and approved by the authorised persons of both parties.

If the parties fail to reach an agreement, the Supplier shall still be obliged to fulfil its contractual obligation at the Company's request and the Company shall be entitled to charge the Supplier a contractual penalty in accordance with Article 6 hereof.

In no event shall the Company be obliged to accept quantities of Goods supplied or Services rendered in excess of those provided in the contract or approved purchase order.

The purchase order number is a mandatory entry on every delivery note. 

The Supplier undertakes, where the nature of the contract so requires, to collect at the delivery point once a month and to replace at the same time, at its own expense, the Goods which are the subject of a valid complaint or which have reached their expiry date. In the event of a delay by the Supplier in taking delivery of the Goods, the Supplier shall be liable to pay to the Company storage charges of 0.5% of the value of the Goods for each day of the delay. The Company may also return the Goods at the Supplier's expense.

5. TRANSFER OF RISK OF LOSS OR DAMAGE TO GOODS

The risk of destruction and/or damage to the Goods shall pass to the Company at the moment the Goods are accepted at the place agreed in the contract and the delivery note is signed by an authorised person in the Company.

6. CONTRACTUAL PENALTY

If the Supplier fails to fulfil its obligations or fails to fulfil them within the time limits agreed in the contract or within an additional time limit set by the Company, it shall be liable to pay a contractual penalty of 0.5% of the final contract price or the value of the individual order for each calendar day of delay or for each day on which it fails to fulfil its obligations, until final fulfilment of its obligations.

If the failure or delay in performance would cause the Company to suffer damages in excess of the contractual penalty, the Company may claim the difference up to the full amount of damages.

7. WARRANTY

The Supplier shall guarantee the quality and performance of the Goods ordered or the Services provided in accordance with the applicable legislation, unless otherwise agreed in a separate contract.

The Supplier undertakes to settle any claims arising out of the supply of the Goods or the provision of the Services upon receipt of a guarantee request from a PP Group company. The Supplier will deal with all claims in accordance with applicable law and will also respect all statutory deadlines. The Supplier shall remedy any defects within a time period mutually agreed between the Company and the Supplier. The Supplier shall begin rectifying the defects as soon as possible and, in urgent cases, immediately. If the Supplier fails to remedy the defects within the additional period, despite a written request and an additional time period for remedying the defects, the Company shall be entitled to charge the Supplier the contractual penalty referred to in item 6 of these General Purchasing Conditions.

The Company reserves the right, in the event of non-responsiveness of the Supplier or in urgent cases, to rectify the identified shortcomings itself or with the assistance of a third party. The costs associated with this shall be borne entirely by the Supplier.

8. LIABILITY AND INSURANCE

The Supplier shall be liable for damages suffered by its employees, the Company and/or third parties arising out of its work and the work of its subcontractors, as well as its obligations under a contract.

The Supplier shall maintain at all times during the term of the Contract adequate insurance covering any damage that may occur to its employees, to the Company and/or to third parties in connection with the performance of its activities, the products supplied, the Services rendered or the works carried out, as well as damage to the existing facilities and/or infrastructure of the Company and/or of third parties. In the event that the Supplier enters into a contract with subcontractors, those subcontractors shall be covered as co-insured persons. At the request of the Company, the Supplier shall demonstrate its compliance with this Article by producing an official statement/certificate from the insurance company or a copy of the insurance policy showing the required insurance coverages. The Supplier shall bear the cost of the insurance in question and of any excesses. Notwithstanding any insurance cover, the Contractor shall be liable for damages in accordance with applicable law.

9. PRICE

The price shall be agreed in the individual contract and shall include all taxes and all delivery costs for the Goods or performance of the Services, including the obligation to insure the Goods until they are delivered to the Company or to insure the performance of the Services, unless otherwise agreed in the respective contract. The amount of the rebate and other benefits are also agreed in a contract.

The Company shall pay the Supplier the price for each delivery of Goods completed and confirmed on time within 60 days or for Services within 60 days of invoicing unless otherwise stipulated in the respective contract or applicable law. The Supplier shall send the invoice in electronic form to the e-mail address indicated on each written order from the Company; if this is not possible for technical reasons, the Supplier shall send it in writing to the address of the Company's registered office.

The Supplier shall issue an invoice for each delivery made. The invoice shall be issued no later than 5 working days after delivery, unless otherwise agreed in the respective contract. The purchase order number and/or the contract number must appear on the invoice, and the delivery note or the handover note signed by a representative of the Company must be attached to the invoice to confirm that the Goods have been delivered or the Services have been rendered. Proof of the Service provided can be attached to the invoice or by providing pictorial evidence to the contact person.

In the event that an invoice sent by the Supplier is incomplete, incorrect or sent later than the time limit set out in the contract, the Company may reject the invoice and request a new invoice be issued, and the Supplier shall not be entitled to charge interest for late payment on a rejected invoice.

Unless otherwise agreed, payment shall normally be made by transfer to the Supplier's bank account or by mutual set-off. The Supplier shall also agree to a multilateral set-off at the Company's request.

If the Company is late in paying an invoice, the Supplier may charge default interest at the rate of 50% of the statutory default interest rate applicable at the time of default.

If the payment falls due on a Sunday, Saturday or a public holiday, the invoice shall be paid on the first business day following the due date.

10. TRANSFER OF RIGHTS OR CLAIMS

The Supplier has the right to transfer or assign the contract and/or any rights, including claims and obligations arising from the contract or documents concluded or issued in connection with it to a third party, provided they obtain the Company’s prior written consent.

11. FORCE MAJEURE

If a party is affected by circumstances constituting force majeure, it shall immediately notify the other party to the contract of the occurrence of those circumstances. Force majeure refers to extraordinary and overwhelming circumstances that could not have been foreseen, avoided or averted and that occur after the contract has been concluded and are beyond the control or sphere of the contracting parties. If a contracting party fails to notify the other party of the occurrence of force majeure, it shall forfeit the right to invoke force majeure as a justification, excuse, or basis for exercising other rights it would otherwise been entitled to due to the force majeure event.

In the event of unforeseeable circumstances caused by force majeure, the Supplier shall, within its objective capabilities, supply the Goods or Services to the Company. The Supplier shall be entitled to extend the time period for delivery of the Goods or Services in the event of force majeure.

The Company shall be entitled to cancel any or all orders placed or to reduce the quantity of Goods or Services ordered in the event of force majeure. The Company undertakes to pay the contractual price for all deliveries of Goods or Services made by the Supplier until the cancellation or curtailment of the order by the Company.

In cases where the performance of one party's obligation becomes impossible for objective reasons, the obligation of the other party shall also be terminated. If the occurrence or duration of a force majeure event hinders the contract’s purpose, either contracting party may request termination of the contract.

The rights of the contracting parties arising from force majeure shall apply only for the duration of the force majeure. If the force majeure lasts for more than 30 days, the parties shall agree on the continuation or validity of the contract. If the parties are unable to reach an agreement, either party shall be entitled to unilaterally withdraw from the contract by giving written notice to the other contracting party.

12. TRADE SECRETS

The contract, including all documentation relating to it, is considered a trade secret. The contracting parties shall adequately protect the data relating to all transactions under the contract and shall prevent unauthorised third parties from accessing this data. The responsible persons of the contracting parties shall be criminally and civilly liable for the disclosure of information classified as trade secrets.

The contracting parties agree to use the data they obtain solely for the purposes of performing the contract in question. The obligation to protect the data obtained shall continue to be binding on the parties after the termination of the contract, for a period of 5 years, unless otherwise agreed in the respective contract.

The contracting parties agree not to disclose to any third party any information identified as a trade secret. Exempted are parent companies, subsidiaries, associated or otherwise jointly controlled companies, as well as employees of these companies who are charged with reviewing information classified as trade secrets.

13. PERSONAL DATA

The Supplier is obliged to ensure the protection of personal data in accordance with the applicable data protection legislation.

14. ANTI-CORRUPTION CLAUSE

If, during the negotiation or conclusion of a contract, any person, acting on behalf of one contracting party, offers or gives any unauthorised advantage to a representative of the other contracting party to secure or conclude the contract on more favourable terms, or to neglect due diligence in performing the obligations of the contract, the contract shall be deemed null and void.

The contract shall also be considered void if it is the result of any other act or omission which causes damage to a contracting party or which enables the contracting party's representative, the other contracting party or its representative, agent or intermediary to obtain an unfair advantage.

15. WITHDRAWAL FROM THE CONTRACT

15.1. NON-MATERIAL BREACHES OF OBLIGATIONS

In the event of a non-material breach of the obligations by the Supplier, the Company shall issue a reminder to the Supplier to comply with the obligations. If the Supplier fails to remedy the breach within 8 days of the notice, the Company may withdraw from the contract without further notice.

15.2. MATERIAL BREACHES OF OBLIGATIONS

In the event of a material breach of obligations by the Supplier, the Company may withdraw from the contract without prior notice to fulfil the obligations and without a notice period.

Material breaches of the contract include:

• if the Supplier is more than 5 days late in fulfilling its obligations,
• if the Supplier suspends performance of its obligations without the Company's written consent,
• if the Supplier fails to meet the quality (and quantity) agreed in the contract and cannot achieve it even within a subsequently fixed period of time set by the Company,
• if the Supplier fails to inform the Company of circumstances affecting or likely to affect the timeliness and regularity of the Supplier's performance of its obligations to the Company.

15.3. OTHER CASES OF WITHDRAWAL WITHOUT NOTICE

The Company may also withdraw from the contract without notice in the following cases:

• if the Supplier enters bankruptcy, liquidation or compulsory administration proceedings,
• if the Supplier becomes insolvent in the Company's opinion (even if the insolvency has not been declared by way of a court decision) or if the Company has reasonable grounds to conclude that the Supplier will be unable to meet its obligations,
• if the Supplier ceases trading,
• if the Supplier has been subject to a court order for payment of debts and their accounts have been frozen for more than 3 days,
• if, in the Company's opinion, there is any such adverse development in the Supplier's economic, legal or staffing position, or other such circumstances arise, as would or might place the Company at a material disadvantage, or which would seriously undermine the Company's confidence in the Supplier and/or its ability to perform its obligations, or which might in any way jeopardise, impair or prevent the Supplier's ability to perform its obligations.

In the event of withdrawal from the contract for the reasons set out above (items 15.1, 15.2, 15.3), the Company shall take possession of the subject matter of the contract already performed and the Supplier shall indemnify the Company for any damages incurred.

15.4. SUPPLIER’S WITHDRAWAL FROM THE CONTRACT

If the Company is unjustifiably more than 10 days in arrears and fails to meet its payment obligations even after written notice from the Supplier and a subsequent payment deadline, the Supplier may withdraw from the contract without notice.

15.5. COMMON PROVISIONS – WITHDRAWAL

If the contract is open-ended, the Supplier or the Company may terminate it without providing any reason by giving 3 months' notice.

The notice of termination or withdrawal from the contract shall be sent to the other party in writing by registered post. Any notice period starts from the date of receipt of the notice.

In the event of termination of the contract for any reason whatsoever, all rights and obligations of the contracting parties acquired or incurred during its validity shall remain in force, unless otherwise stipulated in the contract or in these General Purchasing Conditions. Nothing in this Article shall prejudice any other rights that a contracting party may have under applicable law.

16. VALIDITY OF THE GENERAL PURCHASING CONDITIONS

The invalidity of any provision of these General Purchasing Conditions or in contracts shall not affect the validity of the remaining provisions of these General Purchasing Conditions and/or contracts established pursuant to them.

The purchasing conditions are valid for an indefinite period of time or until they are amended.

The Company will notify the Supplier of any intended amendment to the General Purchasing Conditions or the entry into force of any new General Purchasing Conditions by way of a notice on the web page https://perutninaptujgroup.com/ at least 14 days prior to the intended entry into force of the amended or new General Purchasing Conditions.

Upon the announcement or publication of the new or amended General Purchasing Conditions taking effect, the Supplier may terminate the existing contract by giving 90 days' written notice of termination before the anticipated effective date of the new or amended General Purchasing Conditions.

17. FINAL PROVISIONS

The law of the Republic of Slovenia or the law applicable to the country in which the Goods are sold or the Service is rendered shall apply to the interpretation and assessment of all provisions of these General Purchasing Conditions, as well as to the regulation of the relations arising from all contracts resulting therefrom.

The contracting parties shall settle any disputes arising out of the legal transaction between them by mutual agreement, failing which they shall submit such disputes to the competent court in Maribor.

The PP Group's General Purchasing Conditions are published on the web page https://perutninaptujgroup.com/ and are valid from 1 November 2024. The General Purchasing Conditions shall be made publicly available in such a form that they can be saved but not modified.