Issue date of these Conditions: April 2009

1. Definitions

The following words shall have the meanings given them below throughout these conditions of supply:
‘Catalogue’ – the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out.
‘Company’ – EMMA d.o.o., Rozna dolina 52, 4248 Lesce, Slovenia (Company Number 5311756) or its permitted assigns.
‘Conditions’ – these terms and conditions.
‘Contract’ – any contract between us and you for the sale of Goods and/or the supply of Services.
‘Customer’ means the person(s), company or other entity whose order for Goods is accepted by the Company.
‘Goods’ – any goods supplied or to be supplied by us to you.
‘Supplies’ – any Goods
‘in writing’ – includes electronic communications.

2. Conditions

All orders are accepted by the Company subject to and in accordance with these Conditions.
These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer’s standard terms and conditions. If there is any conflict between the provisions of the order and these Conditions these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.

3. Prices

Unless otherwise stated, prices for Supplies are in Euro, exclusive of VAT, which will, if appropriate, be added at the time of dispatch to the price stated in the Catalogue or, where appropriate, the Company’s written quotation. The Company has used all reasonable endeavours to ensure that prices for the Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time. Any Supplies made to a Slovene address will incur VAT at the current rate, including where the Goods are for subsequent export.
For shipments to another EC member state, VAT will not be charged, providing an EC VAT number is supplied by the consignee of the Goods at the time of ordering.
Supplies to a non EC member state will be zero rated for VAT purposes in accordance with Zakon o DDV.
The Company’s standard documentation is a single invoice and despatch note. The cost of other documents such as Chamber of Commerce or Consular certification or legalisation or multiple invoice copies is not included unless specified on the Company’s quotation or pro-forma invoice and the Company will quote separately for such charges if requested.

4. Payment

Payment must be made in full in advance by one of the following methods, as agreed with the Company:
a) proforma invoice;
b) by net interbank transfer, for the purposes of which the Company’s bank details are available upon request.
c) by credit cards MAstercard, Maestro, Visa, Visa electron
All payments must be made without any deductions, withholding or set off. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
i. cancel the order or suspend any further deliveries or performance;
ii. appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
iii. charge interest (both before and after any judgment) on the amount unpaid at the rate of 5% per annum above the base rate from time to time of HSBC Bank plc until payment is made in full.

5. Orders

The Company reserves the right to decline to trade with any company, person or entity.
The Customer should quote its account number and order number when telephoning and in all correspondence.
Once accepted, an order may only be cancelled with the prior written agreement of a director of the Company.
Orders for Goods are accepted by the Company by dispatching the Goods provided, however, that dispatch shall not constitute acceptance where the price for the Supplies has been incorrectly quoted or referenced in the Customer’s order.

6. Delivery

The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence.

7. Inspection, defects and non-delivery

The Customer must inspect the Supplies as soon as is reasonably practicable after delivery. The Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 8 days of the date of inspection. The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods unless written notice is given to the Company within 8 days of the date when Goods should have been delivered.

8. Returns

No Goods may be returned to the Company unless the Customer has first obtained from the Company a returns authorisation number (‘RAN’). All Goods are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
The Company operates a 30 day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 30 days of despatch.

9. Description

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in this Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.

10. Quality Assurance
All Goods detailed in this Catalogue have been processed in strict accordance with standard quality procedures

11. Performance and fitness for purpose

Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed.

12. Warranty/Guarantee

The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Company will, free of charge, repair or, at the Company’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design.
This obligation will not apply:
• if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
• because the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods;
• if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods

13. Intellectual Property Rights

The Supplies in this Catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising.

14. Promotions

In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.

15. Country of Origin

Goods may originate from an non-EC source. Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as a representation of the source of origin, manufacturer or production of the Goods or any part of them. Where certificates of origin are requested and available, these may be provided by the Company for a fee determined at the time of request.

16. Business Customers

The Company is a business to business supplier. The Catalogue and any specialogues and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.

17. Age requirements for certain goods

Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.

18. Force Majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under these Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

19. Recording of telephone calls

The Company reserves the right to monitor, intercept or record telephone calls and many monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes.

20. Legal Construction

All Contracts shall be governed by and interpreted in accordance with Slovene law and the Customer submits to the jurisdiction of the Slovene Courts. Court in Ljubljana/Slovenia will be implied.

21. General

Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.

22. Translations

If there is any conflict between these Conditions and any translation of these Conditions then Slovene version will prevail.
These Conditions supersede all previous issues.

April 2009