Sales Terms Conditions effective from 20th March 2024

Sales Terms Conditions effective from 1st December 2022 until 19th March 2024

Sales Terms Conditions effective from 9th April 2018 until 30th November 2022




General Sales Terms and Conditions

Effective from 20th March 2024


In these Conditions, “Seller” means RLS Merilna tehnika d. o. o.; “Buyer” means a customer that places on an order on Seller which is accepted by Seller; “Goods” means all items referenced on Seller’s order acknowledgement excluding Services; “Equipment” means all items referenced on Seller’s order acknowledgement excluding Services; “Software” means the computer programs supplied by Seller to Buyer, whether as part of or in connection with the Goods or separately, that are the subject of a licence granted by Seller to Buyer (“Licence”) contained in a document accompanying the Software (whether or not signed by the parties) or incorporated in the Software, but excludes computer programs licensed to Buyer by a third party, and unless otherwise agreed in writing, Buyer is licensed to use the Software only for its intended purpose; “Services” means any installation, commissioning, calibration, part programming, training, maintenance or other such services provided by Seller, as are referenced on Seller’s order acknowledgement and any written description or specification which has been provided to Buyer (“Services Specification”); “Deliverables” means the deliverables from any Services, as are referenced on Seller’s order acknowledgement or Services Specification; “Intellectual Property Rights” means any patents, trademarks, registered designs and all applications for registration of them, copyrights or design rights or any right which is similar or analogous to any of these anywhere in the world; “Incoterm means one of the sets of terms defined by Incoterms 2020.


1. Making of Contract

A. Seller’s quotations are submitted on these Conditions and are not offers capable of acceptance. Buyer’s orders are not binding on Seller. A contract shall only come into existence on the date Seller issues a written order acknowledgement on these Conditions and the “Contract” means the written order acknowledgement, Sellerr’s datasheet, if any, any other terms or documents referenced on the order acknowledgement and other terms incorporated by these Conditions. These Conditions supersede any conditions in Buyerr’s order. No other terms, conditions or representations about the Goods or Services shall apply unless specifically agreed by Seller in writing. No variation or waiver of these Conditions shall be effective unless made in writing signed by an authorised representative of each party. The Licence shall prevail over these Conditions if there is any inconsistency.

B. The Goods or any part of them are sold subject either to:
(i) the “ex works” Incoterm; or
(ii) another Incoterm referenced on Seller’s order acknowledgement; and the relevant Incoterm shall be incorporated into the Contract.
If there is any inconsistency, the order of precedence shall be:
(i) any other terms or documents referenced on the order acknowledgement,
(ii) these Conditions, and
(iii) the Incoterm.

C. Buyer’s cancellation of an order after Seller’s acceptance is a breach of contract. The parties agree that where Seller is providing the Goods, Services or any part thereof to Buyer’s specification, Seller will be suffering losses as a result of such breach. If Buyer cancels the order after acceptance, Buyer agrees to pay Seller for all Seller’s work done to fulfil the order and other unavoidable costs incurred, as at the date of cancellation, payable in accordance with Seller’s invoice for such costs.

D. Where it is a condition of the Contract that Buyer will open a letter of credit or pay the whole or part of the price for the Goods or Services before the due delivery date, any failure to comply will entitle Seller to treat the Contract as cancelled by Buyer, and Seller may invoice for the amounts in 1C above.

E. Buyer confirms that it enters the Contract as a business and not as a consumer.


2. Prices and Payment

A. Unless otherwise agreed in writing, or provided for in the relevant Incoterm, all prices quoted are:
(i) ex works Seller’s premises; and
(ii) exclusive of any applicable value added tax, which shall be payable in addition.

B. All prices are subject to variation. Seller reserves the right to increase the price for reasons including, but not limited to the increase in production costs such as raw materials, components, energy and wages, upon prior written notice to Buyer. If such increase is not acceptable to Buyer, Buyer may, within 10 days following receipt of such notice, cancel his order by giving written notice to Seller.

C. The price for the Goods includes all matters for which Seller is liable under the relevant Incoterm.

D. Unless otherwise agreed in writing, Buyer shall pay all Seller’s invoices in full (in cleared funds) not later than 30 days from the date of the invoice.

E. Seller may charge interest on overdue sums at the highest rate permissible under applicable law, accruing on a daily basis until payment is received, after as well as before any judgment for such sums.

F. All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding.

Online orders:

G. If Buyer orders online, the price for the Goods and associated taxes, delivery costs and handling charges are displayed in the shopping cart. Taxes and delivery costs for online orders will be calculated at the prevailing rate at the time of delivery and confirmed in the invoice.

H. If Buyer orders online and unless otherwise agreed in writing by Seller, Buyer shall make full payment in advance either:
(i) online, via Seller’s third-party payment provider; or
(ii) by bank transfer.


3. Delivery and Acceptance

A. All delivery dates are estimates only and the time of delivery is not of the essence of the Contract. Seller is not liable to compensate Buyer in damages or otherwise for non-delivery or late delivery of the Goods, Services, or any part of them, for whatever reason or for any direct or indirect loss arising.

B. If Seller cannot deliver the whole or part of any Goods or Services because of a Force Majeure Event, the time of delivery shall be extended by a period equal to that during which the cause delaying delivery exists. If this Condition applies, Seller shall deliver and Buyer shall take and pay for such part of the Goods and Services as Seller shall be able to deliver in accordance with the Contract. If this Condition applies and as soon as reasonably practicable after delivery or performance is prevented, hindered or delayed, Seller will notify Buyer in writing and the parties will negotiate in good faith to attempt to agree an amendment to the Contract to alleviate the cause of the delay or non-performance. If no such amendment is made to the Contract within 30 days from the date of such notice, Seller may terminate the portion of the Contract affected immediately on written notice to Buyer without liability, other than to provide a pro rata refund of any prepaid amounts for the portion of Goods or Services which cannot be delivered. “Force Majeure Event” means any event, circumstance or cause beyond Seller’s reasonable control including, but not limited to acts of God, fire, epidemics or pandemics, acts of terrorism, war, civil commotion or riots, imposition of sanctions, embargo, any law or any action taken by a government or public authority (for example, changes in any direct or indirect taxes, duties, tariffs, charges or levies, imposition of an export or import restriction, quota or prohibition, travel restriction, compulsory closure, quarantine, variation in border control measures, precautionary or reactive measure against contagion, or failure to grand or suspend or withdraw a necessary licence or consent), labour or trade dispute, strikes, industrial action or non-delivery or non-performance by suppliers or subcontractors due to any event, circumstance or cause beyond their reasonable control.

C. Seller shall be entitled to deliver the Goods in one or more consignments or instalments unless otherwise expressly agreed. In all cases where delivery is made in one or more consignments or instalments, each consignment or instalment shall be deemed to be made under a separate contract and may be invoiced separately, and cancellation of any consignment or instalment shall not void or affect contracts as to other consignments or instalments.

D. Delivery shall be in accordance with the relevant Incoterm.

E. Where Buyer is to collect the Goods from Seller’s premises, it shall do so within 7 days of receipt of Seller’s notice that the Goods are ready for collection, otherwise, Seller may charge Buyer for its costs associated with Buyer’s failure to collect within this time. Where Seller has arranged for carriage of the Goods, Buyer shall be deemed to have received such Goods unless it notifies Seller in writing of non-delivery by the due date for payment of the relevant invoice.

F. If it has been agreed in writing that the Goods are sold subject to prior inspection by Buyer, such inspection shall take place at Seller’s premises and once Buyer or its representative has inspected and approved the Goods, the Goods shall be conclusively presumed to be in accordance with the Contract and accepted, and Condition 3H below shall not apply in respect of those Goods.

G. For orders comprising Goods or Services only, or Services delivered later than the Goods to which they relate, acceptance of the Goods or Services will be deemed to take place on the earlier of 7 days after the date of delivery and when the Goods or Deliverables are put into use. For orders comprising Goods and Services which are to be supplied at the same time as the Goods, acceptance of the Goods and Services will be deemed to take place on the date the Seller’s installation report is signed by Buyer.

H. If, before acceptance, Buyer establishes to Seller’s reasonable satisfaction that the Goods are not in accordance with the Contract, Buyer’s sole remedy shall be limited, at Seller’s option, to the replacement of the Goods or refund of the purchase price against return of the Goods.

Online orders:

I. Goods ordered online will be delivered by courier and can only be delivered to addresses in the countries specified in the online order form.


4. Property and Risk

A. Risk of loss of or damage to the Goods shall pass to Buyer at the time specified by the relevant Incoterm.

B. Property in the Goods or in tangible Deliverables shall not pass to Buyer until Seller receives full payment (in cleared funds) for the Goods and Services. If Buyer does not pay for the Goods and Services on time then Seller shall be entitled to the immediate return of the Goods and Deliverables (or the documents of title to them) and Buyer hereby irrevocably authorises Seller to recover the Goods, Deliverables or documents and to enter any premises of Buyer for that purpose. Demand for or recovery of the Goods, Deliverables or documents by Seller does not affect Seller’s other legal rights.


5. Buyer’s Default

A. Seller may, at its option, cancel or withhold all further deliveries under the Contract if Buyer:
(i) does not pay any sum due under this or any other contract between Seller and Buyer on time;
(ii) enters into liquidation or if an administrator or receiver or administrative receiver is appointed over all or part of its undertaking, property or assets;
(iii) enters or offers to enter into any arrangement or composition with his or its creditors; or
(iv) suffers anything similar or analogous to any of these events under the laws of any jurisdiction in which Buyer is incorporated, resident or carries on business.

B. Buyer shall immediately give notification to Seller should any of the events in (ii)-(iv) above apply.


6. Defects

A. Seller warrants that the Goods will substantially conform to Seller’s datasheets, or to such other specifications the parties have agreed upon in writing. Subject to Conditions 6B and 6F, Seller will make good, by repair or, at its option, by the supply of a replacement, defects which under proper use appear in the Goods, within a period of:
(i) 24 months, where Seller is the manufacturer of the Goods; or
(ii) 12 months where Seller is the distributor of the Goods;
(iii) such time as stated in any different warranty period for the Goods that is specified in Seller’s order acknowledgement, tender offer or documentation accompanying the Goods, after
(i) the Goods have been shipped, or
(ii) where the Goods will be installed by or on behalf of Seller, the date the Seller’s installation report is signed by Buyer, or
(iii) such other date as specified in Seller’s order acknowledgement, tender offer, or documentation accompanying the Goods, (“warranty start date”)and which arise solely from faulty materials or workmanship. The repair or replacement shall benefit from a new period of warranty (of 24 or 12 months or other specified period, whichever is applicable) from the delivery date of the repaired or replaced Goods.

B. Seller is not liable for the quality, performance or fitness for purpose of any hardware manufactured or software licensed by a third party that are stand-alone items or otherwise external or supplied as an option to the Goods. However, Seller will endeavour to pass on to Buyer the benefit of any warranty received by Seller from its supplier.

C. If Buyer notifies Seller that the Software does not materially perform to specification under proper use in the 90 days (or such other period stated in Seller’s order acknowledgement, tender offer or the Software licence) after the warranty start date, Seller shall replace or repair the Software within a reasonable time of notification. No warranty is given that the Software is bug or error-free.

D. If Buyer notifies Seller that any of the Services or Deliverables have not been provided using reasonable care and skill or do not materially meet any Services Specification in the 90 days (or such other period stated in Seller’s order acknowledgement or tender offer) after delivery, Seller shall re-perform the relevant Services within a reasonable time of notification.

E. The warranty in this Condition excludes any consumable items.

F. Seller is not liable to Buyer for any such defect unless Buyer immediately gives Seller written notice of the alleged defect with full particulars of the operating conditions under which it became apparent and returns the Goods or relevant part or Deliverable carriage paid to Seller’s premises.

G. Any items returned to Seller are at Buyer’s risk. Repaired or replacement items will be despatched carriage paid by Seller to the address requested by Buyer.

H. If Seller does not identify a defect in the Goods or Deliverables, Seller may charge Buyer for all work undertaken in such identification at its then current chargeable rates, and for any costs and expenses reasonably incurred.

I. Seller is not liable, whether in contract, tort or otherwise, for any defect, damage to or reduced performance of any part of the Goods or Deliverables, or any Goods being maintained as part of the Services (“Maintained Items”), or for any direct or indirect losses, and Conditions 6A and 6C cease to apply if, after delivery, the Goods, Deliverables or Maintained Items have been:
(i) used for any purpose which is not contemplated by Seller’s instructions for use or the applicable datasheets;
(ii) installed, used or stored in a way that is not in strict accordance with Seller’s instructions for use, or otherwise brought to the attention of Buyer, including where installation has been undertaken by persons not authorised by Seller;
(iii) used with materials, Goods or software which is not contemplated by Seller’s instructions for use or used under environmental conditions beyond those expressly stated on the applicable datasheet;
(iv) damaged, misused, neglected, not properly cleaned and stored after use or had any of their identification marks or numbers altered or removed;
(v) modified and altered in any way without Seller’s prior written authorisation;
(vi) damaged as a result of use or operation after any defect in them has become apparent;
(vii) damaged as a result of failure or fluctuation of electrical power or environmental systems; or
(viii) damaged as a result of fire, flood, theft, act of god, war, terrorism or similar event, and Seller may invoice Buyer for any repairs required to the Goods, Deliverables or Maintained Items in such circumstances.

J. The decision of Seller on all matters governed by this Condition 6 and in particular (but without limiting the foregoing) as to the nature and cause of any defect or malfunction, shall be conclusive, and binding on Buyer.


7. Customised or Bespoke Goods

A. Where the Goods have been produced or adapted according to designs or configurations specified or supplied by Buyer, Buyer represents and warrants to Seller that:
(i) the Goods as so designed or configured do not breach any third party’s Intellectual Property Rights;
(ii) Buyer’s design or configuration is suitable for the Goods’ end-use, application, and/or purpose (and as such Buyer agrees that Seller will have no responsibility for any defective design or configuration); and
(iii) Buyer has or will have satisfied itself that all necessary tests and examinations have been made or will be made before the Goods are brought into use to ensure that the Goods are designed, constructed and operational so as to be safe and without risk to the health or safety of any persons using or near to the Goods.

B. Buyer shall indemnify Seller against all actions, suits, claims, demands, charges, interest, costs and expenses which Seller may suffer or incur in connection with any claim by any third party alleging facts which, if established, would indicate a breach of Buyer’s representations and warranties in this Condition.


8. Performance of Services

A. Buyer shall:
(i) co-operate with Seller in all matters relating to the Services;
(ii) provide Seller and its representatives with access to Buyer’s premises as reasonably required to provide the Services;
(iii) provide such materially accurate information and materials as Seller may reasonably require to supply the Services;
(iv) inform Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at Buyer’s premises;
(v) undertake such work necessary to prepare Buyer’s premises for the supply of the Services, in accordance with Seller’s reasonable instructions; and
(vi) be solely responsible for assessing and meeting all legislative and recommended health and safety conditions at Buyer’s premises to enable provision of the Services.


9. Use and Disposal of Goods

A. Buyer shall bring to the attention of all persons using the Goods, or where Buyer is reselling the Goods, to the attention of its purchaser, all of Seller’s datasheets and/or instructions for the Goods including those referred to in Seller’s catalogues or brochures or which Seller has otherwise provided to or made Buyer aware of. Buyer shall take such steps as are necessary to secure that there will be available in connection with the use of the Goods adequate information about the use for which they were designed and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.

B. Buyer shall not, and where Buyer resells the Goods, shall require its purchaser shall not remove any marking on the Goods referring any user to Seller’s instructions and/or recommendations for use.

C. Buyer acknowledges and undertakes that the Goods may be used only for the specific application and operating environment expressly stated in Seller’s datasheet. The Goods are not specially designed or tested for use in medical, military, aerospace, automotive, oil or gas applications or any safety-critical applications. It is the responsibility of Buyer to ensure the suitability of the Goods for a particular application and compliance with Buyer’s applicable regulatory or quality standards.

D. If either Buyer or its purchaser requires any information as to the use for which such Goods were designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health for the purposes of satisfying its obligations under any legal requirement relating to health and safety at work, Seller shall (where it is possible to do so) use reasonable endeavours to provide such information, subject to reimbursement of its out-of-pocket expenses incurred in providing such information.

E. Buyer shall indemnify Seller against all liabilities losses, interest, costs and expenses which Seller may suffer or incur in connection with any claim by any third party alleging facts which, if established, would indicate a breach of Buyer’s undertakings, representations and warranties contained in this Condition 9 or a breach by any purchaser from Buyer of any undertaking which Buyer is obliged in this Condition 9 to require from such purchaser.

F. Where the national legislation on waste electrical and electronic Goods in the country to which Seller ships the Goods permits Seller to delegate such responsibility to Buyer, Buyer shall be responsible for the disposal of the Goods in compliance with the national legislation, at its own cost. Where Seller is not so permitted, Seller shall be responsible for safe disposal of the Goods in compliance with the relevant national legislation, at its own cost.


10. Intellectual Property Rights

A. Nothing in these Conditions changes the ownership of any pre-existing Intellectual Property Rights. Intellectual Property Rights created specifically for the Buyer as part of the Deliverables shall belong to the Buyer and all other Intellectual Property Rights shall belong to the party that created them.

B. Condition 10C applies where a claim is made against Buyer that any part of the Goods or any use of the Goods for their intended purpose, infringes the Intellectual Property Rights of any person except where
(i) Buyer has allowed the Goods to be altered or
(ii) the Goods have been used as set out in Condition 6I
and in either such case the claim would not have arisen if such alteration or use had not occurred.

C. Provided that Buyer gives Seller prompt notice in writing of any claim of the type referred to in Condition 10B and allows Seller (if it so wishes) the entire control of the defence and settlement of the claim, Seller will pay any costs and damages awarded against Buyer in proceedings brought upon the basis of any such claim.

D. If any claim of the type referred to in Condition 10B is made or is in the opinion of Seller likely to be made, then either
(i) Seller shall be entitled to procure for the benefit of Buyer a licence to use the Goods and/or Software for their intended purpose, or to modify or replace the Goods so as to avoid infringement without materially diminishing their utility for their intended purpose, or
(ii) if the remedies in (i) are in the opinion of Seller not practicable at reasonable cost, Seller shall be entitled to require Buyer to sell the Goods to Seller at the original price after deducting an allowance for depreciation on a straight line basis over the useful life of the Goods, as reasonably determined by Seller.

E. Seller shall have no other or further liability in respect of the alleged infringement of any Intellectual Property Rights other than as specified in this Condition 10.

F. All drawings, materials, specifications and other data supplied by Seller (“Materials”) and all Intellectual Property Rights in them shall remain the property of Seller and, except where they have already been placed in the public domain by Seller, Buyer shall keep the Materials confidential and shall not use them for any purpose other than that for which they were supplied. Buyer shall destroy or return the Materials to Seller immediately upon Seller’s request and in any event, promptly upon Buyer’s requirements for the Materials have been satisfied.


11. Limitation of Liability


B. All warranties, conditions and terms implied by law are excluded to the fullest extent possible.

C. Nothing in these Conditions excludes or limits Seller’s liability for death or personal injury caused by Seller’s negligence, or for fraud or fraudulent misrepresentation, or for any other matter in respect of which it would be unlawful for the Seller to exclude or restrict its liability.

D. Subject to Condition 11B and 11C above Seller’s total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise arising under or in connection with the Contract is limited to EUR50,000 or the total price paid by Buyer under the Contract, whichever greater. Further, and subject to such total liability:
(i) Seller’s liability for defects is limited to the obligations in Conditions 3H and 6;
(ii) Seller’s liability for breach of obligations under Condition 6 is limited to the price of the relevant part of the Goods or Services in question;
(iii) Seller’s liability for Intellectual Property Rights claims is limited to the obligations in Condition 10;
(iv) Seller’s liability for damage to tangible property is limited to making good or replacing damaged property;
(v) Seller is not liable for any direct or indirect loss of profit, revenue, data, contracts, business, or goodwill, or for any indirect or consequential loss, or any claims of third parties;
(vi) Seller is not liable for any claim unless (a) full details of the claim have been given to Seller within 1 month of the matters giving rise to the claim becoming known to Buyer, and (b) legal proceedings in respect of the claim are begun within 12 months of that date.

E. Where Buyer resells the Goods or Deliverables by incorporation into Buyer’s products, Buyer shall indemnify Seller against any third party claims arising out of defects in Buyer’s products. This does not apply where the defect is caused by Seller’s Goods or Deliverables.


12. Export Control

A. Seller’s acceptance of Buyer’s order is conditional on the receipt of any export licence, permit, answer to a rating enquiry from the applicable government(s), or other documentation required by the relevant authorities to comply with applicable export controls. Buyer acknowledges that Seller’s compliance with such export controls may delay a shipment and, without prejudice to Condition 3A, agrees that Seller is not liable for such delay.

B. All Goods, Services and Deliverables provided by Seller to Buyer may be subject to applicable export control and/or import laws, regulations, trade embargoes and sanctions (collectively “Export Laws”). Buyer warrants, represents and undertakes:
(a) to comply with Export Laws;
(b) to obtain all necessary licences for subsequent export or re-export after receipt from Seller; and
(c) that it shall not directly or indirectly sell, access, use, disclose, export or re-export Goods, Services or Deliverables:
(i) contrary to Export Laws;
(ii) to or for the use in Afghanistan, Belarus, Cuba, Iran, Myanmar, North Korea, the Republic of South Sudan, the Republic of Sudan, Syria, Russia, Venezuela or any region of Ukraine that is annexed or occupied by Russia; or
(iii) for any end use prohibited by Export Laws (including military end uses in a country subject to arms embargo or for end uses related to nuclear, chemical or biological weapons, missiles or their delivery systems).

C. Buyer certifies that neither it nor any individual or entity intended to benefit from the Goods, Services or Deliverables is an individual or entity subject to Export Laws that prohibit or restrict their access to the Goods, Services or Deliverables, or is located, organised or resident in a country subject to any relevant embargo or sanction. Upon request, and notwithstanding Condition 12F below, Buyer will certify the end user and end use for Goods, Services and Deliverables in a form required by Seller to Seller’s satisfaction.

D. Buyer shall use its best endeavours to ensure the purpose of Condition 12B is not frustrated by any third parties further down the commercial chain including by any possible distributors or resellers, and shall adopt and maintain an adequate monitoring mechanism to ensure compliance with Condition 12B.

E. Any breach of Conditions 12B or 12C shall constitute a material breach of an essential element of this Contract, and Seller shall be entitled to terminate the Contract with immediate effect without the need for notice in writing, and Buyer shall indemnify Seller against all liabilities, losses, interest, costs and expenses that Seller may suffer or incur under or in connection with such breach.

F. Buyer shall immediately inform Seller if there has been, or it has reasonable grounds to suspect, a breach of this Condition 12, and shall permit Seller or its authorised representatives (subject to appropriate confidentiality undertakings) to have reasonable access to its accounts and records relating to activities under this Contract to ensure its compliance with this Condition 12.


13. General

A. Buyer shall comply at all times with all applicable laws (including, but not limited to those regarding privacy, anti-bribery, anti-corruption, fair competition, the prevention of tax evasion and the prevention of financial crime) and shall not engage in anti-competitive, unethical or corrupt practices.

B. If any term or provision of the Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term of the Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

C. Seller’s failure or delay to insist upon strict performance of any provision of the Contract, or to exercise any right or remedy provided under the Contract or by law, shall not be deemed to be a waiver thereof, or of any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

The Buyer is informed and agrees that the data obtained while implementing the Contract or purchase order will be processed in the Seller’s IT system.


14. Proper Law

The Contract and any dispute or claim arising from or in connection with it (whether contractual or non-contractual) shall be governed by and interpreted in accordance with Slovenian law and Buyer irrevocably submits to the exclusive jurisdiction of the Slovenian courts, but Seller may enforce the Contract in any jurisdiction. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.