General Purchasing Terms and Conditions of Pirnar d.o.o.

Slovenščina | English | Bosanski

1. Definitions

"Purchase Contract" means any purchase contract, purchase order, purchase plan or withdrawal, delivery instruction or similar document issued in writing by Pirnar's purchasing department or the purchasing departments of its affiliated companies. These General Purchasing Terms and Conditions and any other documents included by Pirnar companies in the Purchase Contract shall also form an integral part of the Purchase Contract.
"Goods" means all materials, components, tools, equipment, products and services used in the company's operation but not directly related to manufacturing.
"Raw Materials" means materials, components and services used in the company's operation and involved the manufacturing process to produce finished goods or products that are sold in their unaltered state to the end customer.
"Pirnar" means, in addition to the company Pirnar, any affiliated company or subsidiary of Pirnar within the group (hereinafter also referred to as the "Buyer").
"Supplier" means any company/economic enterprise, entrepreneur or other legal entity or natural person which supplies or manufactures and delivers the Goods and Raw Materials that are the subject of the Purchase Contract.
"General Purchasing Terms of Conditions (GPTC)" are the specific general purchasing conditions of Pirnar.
"Notification", "Purchase Order", "Purchase Plan"
- A Notification is the Buyer's plan in terms of the ordered quantity of goods and the time schedule of their pick-up, with which the Buyer informs the Supplier of the Goods/Raw Materials and the quantities thereof that it expects to order during the notification period. The Notification does not bind the Buyer to purchase said Goods/Raw Materials nor to purchase said quantities of Goods/Raw Materials and is for information purposes only.
- A Purchase Order is a written document issued by the Buyer specifying the terms and conditions of delivery of the purchased products (item code, quantity, delivery date, price, location).
- The Purchase Plan is the combination of the Buyer's Notification and Purchase Order, which is periodically renewed in accordance with the terms of the Purchase Contract and the handover to the end Buyers.

2. General

The GPTC shall apply to all Purchase Orders issued by Pirnar/the Buyer for Goods and Raw Materials. The GPTC shall apply accordingly to all types of Purchase Orders for both Goods and Raw Materials supplied by the Suppliers.
The GPTC are an integral part of all transactions between the parties, unless the parties have agreed otherwise in writing and in advance. Any deviation from the terms and conditions requires the written consent of the Buyer. If the Buyer has entered into a contract or annex with the Supplier with different terms for a specific purchase, the conditions shall apply to everything not covered by the contract or annex for that specific purchase.
The GPTC are an integral part of each Purchase Contract and Purchase Order and are published on the Buyer's website: https://www.pirnar.si/splosni-nabavni-pogoji/. The Supplier is obliged to monitor and check for any changes on the https://www.pirnar.si/splosni-nabavni-pogoji/.
For the avoidance of any doubt, the Supplier shall be deemed to have accepted the GPTC by making a quotation, entering into a Purchase Contract in writing or confirming a Purchase Order, or by commencing an action necessary for the performance of the Buyer's Purchase Order. If the Supplier specifies terms anywhere which differ from the GPTC, the Buyer shall not be bound by them without the Buyer's express written confirmation. Acceptance of the Purchase Contract shall exclude any general and/or special terms and conditions of the Supplier. General purchasing terms and conditions stated by the Supplier in the confirmation of the Purchase Contract or elsewhere shall not be accepted, even if Pirnar does not object to them.
The Supplier supplying products to Pirnar shall fully comply with Pirnar's logistical and quality requirements.
Acceptance of the Goods/Raw Materials and their payment shall not constitute acceptance of any terms other than those set out in the Purchase Contract and the General Purchasing Conditions.

3. Ordering and changes

Purchase Orders as well as any changes shall be issued by the Buyer in writing. Only written Purchase Orders on the prescribed form from Pirnar, the ERP system or a mutually signed Purchase Contract sent to the Supplier by post, fax or e-mail shall be valid.
The place of delivery is specified in the Buyer's Purchase Order or Purchase Plan. If the place of delivery is not specified, the place of delivery shall be deemed to be the warehouse at the Buyer's registered office according to DDP Incoterms 2020. Exceptionally, collection of the Goods may take place at another location, provided that the Buyer notifies the Supplier in writing in advance.
The Supplier shall review the Purchase Order and send the Buyer a written confirmation of the Purchase Order within two (2) working days of receipt of the written Purchase Order. Any change to the confirmation shall mean that the Purchase Order issued is no longer valid and shall be deemed to be a new offer by the Supplier, which shall only be valid if confirmed in writing by the Buyer. If the Supplier fails to confirm the Purchase Order within the specified period, the Buyer may cancel the Purchase Order within the subsequent five (5) working days, otherwise the Purchase Order shall be deemed to have been accepted, even if the Supplier has not confirmed the Purchase Order. This also applies to partial orders (recalls) that the Buyer specifies in the context of a general order that has been placed in advance for a longer period. This is the case where the general purchase order consists of several partial orders, which the Buyer specifies successively, following the confirmed general purchase order.
In the case of batch and Kanban deliveries, the method of order confirmation is defined in the Purchase Contract.
Any rejection of a Purchase Order shall be explained in writing by the Supplier to the Buyer.
The Supplier undertakes to notify the Buyer immediately in writing of any deviation which may affect delivery periods, quantities and quality of deliveries. In this case, the Supplier shall obtain written instructions from the Buyer on further action.
Cancellation of a Purchase Order by the Buyer shall be deemed to be timely if it is sent to the Supplier before the Buyer receives confirmation of the Purchase Order from the Supplier or if it is sent to the Supplier within two (2) business days after the issue of the written Purchase Order. If the delivery period is longer than four (4) weeks, the Buyer shall have the right to cancel the Purchase Order in whole or in part four (4) weeks or more before the agreed delivery dates by written notice to the Supplier, and the Supplier shall have no claim for damages arising out of such a cancellation.
The Buyer shall have the right to check on the fulfilment of Purchase Orders at any time and the Supplier shall make it possible for the Buyer to do so.
Ownership of the purchased products shall pass to the Buyer on the date of delivery at the place of delivery. The Supplier's retention right shall be terminated at the latest upon installation of the purchased products into the finished product.

4. Binding Purchase Contract

The Purchase Contract shall be binding only if issued and confirmed in writing by Pirnar's purchasing department.
Goods/Raw Materials ordered without a written Purchase Contract from Pirnar's purchasing department shall not be accepted or shall be rejected by Pirnar and Pirnar shall have no obligation to pay and no payment shall be made for such deliveries, even if the Goods/Raw Materials have been delivered at the request of a Pirnar employee.

5. Changes

Pirnar reserves the right to cancel the Purchase Contract for any undelivered part of the ordered Goods/Raw Materials or request a change in the Goods/Raw Materials or delivery, including a change in the specification (drawings, structural changes, technical characteristics, etc), date or place of delivery, method of transport, quantity of purchased Goods/Raw Materials, packaging, required testing and certificates, delivery period or time and place of delivery, without any compensation or other liability to the Supplier.
The Supplier shall notify Pirnar in writing within two (2) working days of acceptance of the change request if the requested changes affect the cost or time of delivery. Where Pirnar requests changes, Pirnar's purchasing department and the Supplier shall agree on a new price, a change in the delivery terms and any other necessary amendments and changes at the Supplier's request.
Except with the written approval of the Pirnar purchasing department, the Supplier may not unilaterally change the agreed terms of purchase for the Goods/Raw Materials. The agreed changes shall enter into force 90 days after the written agreement has been finalised.

6. Transfer of obligations and subcontracting

The Purchase Contract is made with the Supplier and is based on the Supplier's obligation to fulfil the tasks and obligations arising from it. This shall oblige the Supplier not to assign, transfer or outsource all or part of its obligations under the Purchase Contract to its subcontractor, in particular, but not exclusively, in respect of Raw Materials, without the prior written consent of Pirnar.
For Raw Materials, the Supplier is obliged to inform Pirnar who the manufacturer of the Raw Material is prior to initial testing of the Raw Material and shall not change the manufacturer without written approval based on prior testing and completion of the approval process of the new Manufacturer by Pirnar and/or its final Buyer/User.

7. Deliveries and packaging

The Supplier shall be responsible for the supply of goods and services in the agreed quality and in accordance with the Buyer's approved documentation or sample. The Supplier shall ensure that the delivered goods do not require any inspection or verification by the Buyer. The Supplier undertakes to regularly provide all the necessary agreed documentation to prove the implementation of the agreed processes, quality control procedures and work according to the agreed specifications.

Before commencement of delivery, the Supplier shall provide the Buyer free of charge with one or more samples of the Product, for which the Buyer shall confirm in writing to the Supplier that the product complies with the quality requirements. Any modification of the goods, services, tools (composition, source, design, construction, place of manufacture) shall only be permissible with the prior written approval of the Buyer. The commencement of production and delivery in accordance with the changes shall be treated in the same way as if they were completely new Goods or services.
The agreed delivery period is binding and cannot be changed. Any deviation from the contractual deadline must be approved in writing by the Buyer. The Supplier guarantees 100% accuracy of deliveries (quantity, date of delivery, location, quality) in accordance with the Purchase Order or the terms of the Purchase Contract, unless otherwise agreed in writing.
The Buyer may refuse the delivery of Goods not delivered in accordance with the Purchase Order or the terms of the Purchase Contract at the Supplier's expense. Early deliveries are not permitted unless the Buyer confirms the early delivery in writing. In the event of unconfirmed early delivery, the Buyer may refuse the shipment at the Supplier's expense.
The Buyer reserves the right to postpone the delivery date for a maximum period of three (3) months, provided that the Buyer has notified the Supplier in writing fourteen (14) days or more before the original delivery date.
In the event of exceeding the agreed delivery time, the Buyer may withdraw from the Purchase Contract, in whole or in part, and/or demand payment of contractual damages and compensation for actual and consequential damages, insofar as these exceed the contractual damages.
The entire order shall be deemed to be delayed until all products have been delivered to the Buyer. If there are multiple delivery dates for an order, reasonable correlations between the dates and the ordered items shall apply.
Unless otherwise agreed in the Purchase Contract, all deliveries of Goods/Raw Materials shall be subject to DDP terms (Incoterms 2020) at the head office of the client of the Pirnar Group and shall include, but not be limited to, all packaging costs, return packaging costs in the case of returnable packaging, and transportation costs.
The Supplier shall adequately protect the Goods/Raw Materials supplied by means of packaging to prevent damage to the Goods/Raw Materials during storage, handling and transport.
The Supplier shall mark the delivered Goods/Raw Materials with a label displaying the Supplier's name, the item number and Pirnar's Purchase Order no., description of the Goods/Raw Materials, the Supplier's batch number, date of manufacture or expiry date quantity of the packing unit and any other markings required by Pirnar. If required by the technical specification or the Purchase Contract, the label shall be pre-approved by Pirnar.
Labelling of hazardous Goods/Raw Materials shall be carried out in accordance with the legislation in force in the country of the recipient of the Goods and the REACH regulation.
The Supplier is obliged to provide all documentation for packaging resulting from the requirements of the applicable legislation and regulations for the disposal of packaging waste.
The delivery of goods is possible from Monday to Friday between 7am and 2pm.
The delivery documents shall contain: a delivery note giving a detailed description of the consignment, specifying the delivery according to the supplied batches, the date of manufacture and the net weight (or no. of supplied items) for each supplied pallet, certificate of analysis or declaration of suitability for all delivered Raw Materials, transport document (CMR, B/L, AWB, etc), EUR1, EUR2, EUR-MED, Form A or a declaration of preferential origin under the latest applicable EU legislation for goods supplied from non-EU countries, and a CE certificate for equipment and documentation, which is additionally specified in the Purchase Contract.
The Supplier is obliged to provide in writing all information related to the regulations on import control, customs and internal trade.
Pirnar may reject supplied Goods/Raw Materials that are not properly marked and which are not accompanied by the required documents, entirely at the Supplier's expense.

8. Contractual penalty for delay or non-performance

In the event of delay in delivery by the Supplier, the Buyer shall be entitled to charge a contractual penalty of 1% of the total value of the Purchase Order for each calendar day of delay, but not more than 15% of the total value of the Purchase Order.
The Buyer reserves the right to compensation for damages exceeding the value of the contractual penalty referred to in Paragraph 8.a.
The Buyer shall be entitled to withdraw from the Purchase Contract and charge a contractual penalty of 15% of the total value of the Purchase Order and claim compensation for actual and consequential damages, insofar as these exceed the contractual penalty, in the event of failure by the Supplier to fulfil the delivery obligations properly.

9. Liability for damage, deterioration and destruction

The Supplier shall be liable for damage and/or risk of deterioration and destruction of the purchased product until the Buyer takes possession of the purchased products. If the cause of the damage, risk of deterioration or destruction existed prior to the Buyer's acceptance of the purchased product, the Supplier shall remain liable after the Buyer's acceptance of the purchased product.

10. Quality, specifications and other technical documentation

The Supplier is obliged to deliver the ordered goods in accordance with the Purchase Order and all accompanying documentation and in accordance with international, national and internal technical standards. The Goods shall have the usual characteristics and qualities specifically agreed between the parties. If the Supplier knows the purpose for which the Goods will be used by the Buyer or the Buyer's customer, the Goods must also have the features for their known application. The Supplier is obliged to establish and maintain in its management system a level of quality of the ordered goods in accordance with the quality requirements of the Buyer, which shall be achieved by means of an effective quality management system. The Supplier undertakes to allow the Buyer, at the Buyer's request, to verify the operation of the quality management system. At the Buyer's request, the Supplier shall enable the Buyer or its representative to carry out audits of their quality management system, production process and financial position. The Supplier shall ensure the full cooperation and assistance of its professional staff.
The Supplier is obliged to submit to the Buyer all quality control documentation at the request of the Buyer. The Supplier undertakes to keep the quality control documentation in accordance with the legislation, the provisions of the Purchase Contract or for a minimum period of five (5) years from the date of each or the last delivery of the Goods.
The Supplier shall, at the Buyer's request, provide the Buyer with access to all records relating to testing and quality control and shall provide professional support in the case of deliveries of purchased products for which additional safety checks by independent authorised institutions are required.
The Supplier shall ensure that all its sub-suppliers are bound by the provisions of this Section (Section 10).
In the event of faults, the Buyer shall have the right to notify the Supplier in writing of the non-conformity (make a complaint) at any time during the warranty period.
The Supplier is obliged to rectify the identified defects immediately upon receipt of notification of the defect. If the Supplier does not immediately remedy the defect, the Buyer has the right to remedy the defect itself or with the help of a third party. All costs incurred shall be borne by the Supplier. The price list for Pirnar services is set out in Article 12.e in Table 1. The costs of third-party services shall be supported by invoices. The Supplier is also obliged to compensate the Buyer for any damage caused.
The Supplier is obliged to respond to the complaint with a report in the format specified in the complaint report.
Completion of the report and approval by the Buyer and reimbursement of all costs stated in the complaint report is a condition for the closure of the complaint. Costs for submitting the complaint shall be charged as well.
All Goods/Raw Materials shall conform to Pirnar's specifications, Technical Requirements, drawings, as well as applicable laws, regulations, standards and other requirements set forth in the Purchase Contract, except where the Purchase Contract refers to the Supplier's/manufacturer's specifications or quotation, but only to the extent that such terms do not contradict or conflict with the terms of the Purchase Contract. Specifications, technical requirements, drawings and quotations shall be considered as an integral part of the Purchase Contract.
The Supplier shall ensure that the Supplied Goods/Raw Materials comply with REACH and RoHS regulations, that they do not make use of conflict minerals in the Supply Chain, and that they comply with all other laws and regulations applicable in the country receiving the Supplied Goods/Raw Materials in the EU and in the countries in which Pirnar's affiliated companies are located.
For the supply of raw materials, the Supplier is obliged to notify Pirnar of any change to the specification or safety data sheet and to submit it in accordance with REACH, RoHS and other applicable laws and regulations. The Supplier is obliged to notify Pirnar as soon as a substance used for the production of a particular Raw Material/Good is or has been included in the list of Substances of Very High Concern (hereinafter referred to as SVHC). The Supplier shall inform Pirnar if the Goods/Raw Materials are not registered in accordance with REACH.
For all Raw Materials and Goods, where required by law or the Purchase Contract, the Supplier shall provide the Pirnar Companies with information on the content and type for all substances used in the production of each Good/Raw Material, which shall be indicated on the Safety Data Sheet.
The declaration of conformity, certificate of analysis, certificate of suitability, life cycle statement and also, if required by Pirnar's specification, samples for testing purposes, shall form an integral part of the documentation to be submitted by the Supplier at the time of each delivery of Raw Material.

11. Warranty

In addition to any express and implied warranties, whether imposed by law or otherwise, the Supplier warrants to Pirnar that the Goods/Raw Materials are new, free and clear of all liens and encumbrances, in accordance with all specifications, drawings, approved samples and other descriptions given by Pirnar or offered by the Supplier (and mutually agreed), free from all defects in design (to the extent designed by the Supplier/manufacturer), free from defects in workmanship and materials used, of marketable quality, fit and proper for the purposes for which Pirnar is intended to use it, compliant with all applicable laws in the country of manufacture, and not infringing any patents or other intellectual property rights of third parties.
The warranty period shall be from the date of receipt of the Goods by Pirnar until the expiry of the warranty period and shall be longer than two (2) years, or longer or equal to the period provided for by law, unless otherwise agreed in the Purchase Contract.
The warranty period shall commence upon the transfer of risk to the Buyer or the signing of the Final Takeover Record for Equipment and Services, unless the purchased product is incorporated into the finished product. In this case, it shall commence on the date of delivery of the finished product to the end Buyer. In the event of rectification of defects resulting from complaints, the warranty period shall recommence once the Supplier has rectified the defects.
The Supplier shall be liable for all direct and indirect damages resulting from the delivery of unsuitable Goods/Raw Materials or from their non-compliance with the applicable legislation in the country of the Manufacturer/Supplier and/or the Buyer.

12. Complaints

Pirnar reserves the right to check, test and inspect the quality of the delivered Goods/Raw Materials from time to time. For the avoidance of doubt, Pirnar shall not be obliged to carry out incoming inspection of the Goods/Raw Materials supplied, as the Supplier shall be fully responsible for the quality of the Goods/Raw Materials supplied, as evidenced by the relevant Certificate or Declaration of Conformity. The Supplier waives the right to require Pirnar to carry out an inspection of the supplied Goods/Raw Materials at the time of their delivery.
Non-compliant Goods/Raw Materials may be returned by Pirnar to the Supplier or Pirnar may retain, repair and/or replace Goods/Raw Materials that do not comply with the Purchase Contract, on the understanding that the Supplier shall reimburse Pirnar for all reasonable costs incurred by Pirnar in rejecting, repairing or replacing the Goods/Raw Materials.
In the event of a complaint, Pirnar shall forward the notification to the Supplier using the standard "Complaint Report" form no later than fourteen (14) days after receipt of the consignment or, in the case of a hidden defect, no later than fourteen (14) days after the date on which the defect was discovered.
The Supplier shall respond to the complaint within twenty-four (24) hours and shall resolve any complaint that compromises Pirnar's or its end customer's production process immediately by replacing or rectifying the faulty Goods/Raw Materials supplied, and other items as soon as possible without compromising Pirnar's or its end customer's production process. The Supplier is obliged to send Pirnar a completed 8D form, if required by the Complaint Report, and otherwise just a report on corrective and preventive measures to avoid the recurrence of such or similar defect in future deliveries of the Goods/Raw Materials and to reimburse Pirnar for all costs required by the Complaint Report.

If the delivery of non-conforming Goods/Raw Materials compromises the production process and there is no time for alternative delivery or rectification by the Supplier, the Buyer shall have the right, at the Supplier's expense, to undertake the sorting and repair of the Products itself, to request a reduction in the purchase price or to withdraw from the Purchase Contract. The costs of sorting and repair of non-conforming products are set out in the price list in Table 1.

Table 1: Costs of Pirnar's sorting and repair of non-compliant products
	Unit	Unit cost in EUR
Manual work in production (processing, inspection of shipment in case of non-compliance)	HOUR	20
Administrative work	HOUR	65
Management work	HOUR	100
Cost of production downtime	HOUR	1250
Return fee	shipment	min 200
Cost of delay at the customer due to poor quality of material or delay in delivery	days X door qty.	10

Pirnar has the right to charge the Supplier the administrative cost of the complaint in the amount of EUR 250 for each complaint.

13. Liability and insurance

The Supplier shall insure and protect the Buyer against any liability related to intellectual property or third party rights arising from the supply of the purchased products. The Supplier warrants to the Buyer the uninterrupted use of the purchased product, and does the same to the buyers of the Buyer's product, into which the purchased product is installed, and to all users of such products. The Supplier undertakes to indemnify the Buyer against all damages which the Buyer may incur in the event that a third party asserts industrial property and/or copyright claims against the Buyer in respect of the purchased product.
The Goods/Raw Materials supplied by the Supplier to the Buyer shall comply with all applicable legal requirements and regulations governing the quality and safety of the goods or services and safety regulations in the EU, for which the Supplier guarantees and bears all responsibility.
The Supplier is obliged to inform the Buyer of:
- Planned changes to the Goods/Raw Materials and/or process and to provide the Buyer with all documentation necessary to demonstrate the conformity of the Goods/Raw Materials with the relevant technical documentation or with the relevant applicable regulations and obtain the written consent of Pirnar before the introduction of the change.
- The content of hazardous substances or the possibility of hazardous waste being generated during or after the use of the purchased products, indicating the method of safe disposal (REACH, RoHS).
The Supplier is obliged to compensate the Buyer for all damages and costs caused to the Buyer and/or third parties by a defective purchased product or by a Buyer's product in which a purchased product is incorporated or for which a purchased product is used, and for damages and costs caused by a finished product in which a Buyer's product is incorporated, if the cause of the damages and costs is a defect in the purchased product.
The Supplier shall maintain adequate public and product liability insurance with a reputable insurance company for the duration of the warranty period of the Goods supplied with "worldwide" coverage to cover any claims by the Buyer, its employees, final Buyers and other third parties affected in terms of general public and product liability. The Supplier shall produce the said insurance policy at the request of the Buyer.

14. Price and payment

The purchase value and purchase price for the Goods/Raw Materials are specified in the Purchase Contract or in the PRICE LIST. The prices stated on the Purchase Order are binding and no deviations are possible.
The purchase price shall be fixed for the term and shall be exclusive of VAT but shall include all other duties, taxes and customs duties as well as storage, handling, packing and packaging, transportation and all other costs incurred in the process of production and delivery of the Goods/Services to Pirnar unless otherwise specified in the Purchase Contract or the quality acceptance agreement.
The Supplier warrants that the price offered to Pirnar shall be competitive and not higher than the prices offered by the Supplier to other Buyers for Goods/Raw Materials of comparable or equal quality.
The minimum payment period is 120 days from the date of delivery and is defined in the Purchase Contract. Pirnar can choose to pay the invoice in advance with a 7% discount, within 45 days with a 4% discount, within 60 days with a 3% discount or within 75 days with a 2% discount. The Supplier is obliged to issue a credit note for the amount of the discount, unless otherwise agreed in the Purchase Contract.
The payment period starts from the date of receipt of a correctly issued invoice.
If the invoice is due on a weekend or public holiday, payment shall be made on the first business day following the due date.
All invoices shall be issued and sent in the month in which the Goods/Raw Materials are delivered to Pirnar. The content of the invoice shall comply with the applicable value added tax legislation and other accounting standards. A legibly signed and stamped delivery note or transport document showing who in the company has taken over the delivery of the Goods/Raw Materials is a mandatory attachment to the invoice for the Goods delivered.
The invoice shall state, among other things, the name of the Supplier, the reference to the Pirnar Purchase Contract, the date of issue of the invoice, the Supplier's bank and the Supplier's transaction account to which payment is to be made.
The Supplier may issue an invoice for the Goods/Raw Materials when it has been confirmed in writing by the Buyer and, in the case of the supply of equipment and services as fixed assets, upon the signature of the Takeover Record, confirming that the Goods supplied comply with the Buyer's requirements.
Payment for the Goods/Services delivered shall not constitute a confirmation of the adequacy (quantity and quality) of the Goods/Services delivered, nor shall it constitute a waiver of the Buyer's right to claim in the event of any subsequently identified non-conformities of the Goods/Services delivered.

15. Origin of the Goods/Raw Materials

The Supplier is obliged to provide Pirnar with a valid long-term or short-term Supplier Declaration for products having the status of preferential origin for the supplied Goods/Raw Materials pursuant to Article 27 of Council Regulation (EEC) No. 2913/29 and Articles 66 to 133 of Commission Regulation (EEC) No. 2454/93, and the status of a valid free trade agreement.
Supplier Declarations for products having preferential origin status shall be delivered to Pirnar prior to the first delivery of the Goods/Raw Materials.
The Supplier shall compensate the Buyer for all costs and damages incurred or suffered by the Buyer as a result of the inadequate declaration of preferential origin.

16. Trade secrecy

All information directly resulting from these General Purchasing Terms and Conditions and information collected by the Supplier in connection with the performance of the Purchase Order, and in particular all organisational, business and technical information relating to the Buyer which is not publicly disclosed, shall be treated by the parties as confidential information and shall not be disclosed as such to third parties. The parties undertake to protect as a trade secret all confidential data, information, documents, know-how, documentation and other formal material (paper and electronic media) exchanged between them on the basis of the Purchase Order/Purchase Contract. All data and information which is designated as a trade secret or which clearly derives such status from its nature, in particular, but not limited to, information the disclosure of which could reasonably be expected to cause damage to the client, shall be considered a trade secret. The parties shall not disclose trade secrets and confidential data or information to third parties and may use it only for the fulfilment of their obligations under the Purchase Order/Purchase Contract. Any subcontractors shall not be considered third parties if the Supplier assures that they will respect the obligation of trade secrecy in the same manner as the Supplier. This obligation does not apply in cases where disclosure of the information is necessary for legal purposes.
The obligation of confidentiality shall be ongoing and shall remain in force after the execution of the Purchase Order and, since it does not lapse, may only be waived with the written consent of the Buyer.
This provision is in addition to, and does not replace, the trade secrecy provisions in the Purchase Order/Purchase Contract.

17. Anti-corruption clause

In the event that it is proven that the Supplier has directly or indirectly given or offered to any person employed by Pirnar financial or other material or immaterial rewards and benefits for the purpose of Pirnar entering into a transaction with the Supplier, the Supplier and Pirnar agree that Pirnar may demand and enforce the annulment or voiding of the transaction. In such a case, the parties shall be obliged to hand over to each other whatever they have received from the other party under this transaction, whereby the Supplier's obligation to return what it has received to Pirnar comes first, and only then shall Pirnar return what they have received from the Supplier to the Supplier. In this same case, Pirnar is still entitled to damages as if the Supplier had not fulfilled any of its obligations under the annulled contract.
For each such proven breach, the Supplier shall pay Pirnar a contractual penalty of 20% of the value of the (entire) transaction, with Pirnar retaining the option to claim a higher compensation for cases where the damages exceed the value of the contractual penalty.

18. Termination of the Purchase Contract and limitation of liability

Pirnar may terminate the Purchase Contract in whole or in part for delay in delivery of more than 15 days from the agreed delivery date and in the event of a breach of the agreement by the Supplier. The termination shall be sent in writing. The Supplier is in breach of the agreement if it, inter alia, breaches warranty or a delivery period, fails to deliver or threatens to fail to deliver the Goods/Raw Materials in accordance with the Purchase Contract, is in receivership or bankruptcy.
In no event shall Pirnar assume any liability for indirect and direct costs/damages, losses, loss of profits, penalties or damages resulting from the termination of the Purchase Contract.

19. Force majeure

Force majeure is an extraordinary, unexpected event, the effect of which could not have been anticipated or averted. These are events such as: fire, flood, typhoon, epidemic, war, prohibition or government orders, restrictions, sudden unexpected atmospheric phenomena, delays due to similar natural or forced reasons, which affect the performance of contractual obligations of both parties.
The party affected by force majeure must immediately notify the other party of the occurrence of the force majeure. If it fails to do so, the existence of force majeure cannot be invoked. The affected contracting party shall be obliged to humour the other party and, at the latter's request, to provide it with all necessary evidence of the existence of force majeure, its extent and its consequences.
During a suspension of the execution of a Purchase Order due to force majeure, the Buyer shall be entitled to purchase the goods from other sources and to reduce the quotas set out in the contract with the Supplier by these quantities, if the Supplier has been unable to supply the goods over a longer period. In addition, the Supplier shall provide comprehensive information on the delay at every request of the Buyer.

20. Provision of spare parts

Irrespective of whether or not the Purchase Contract is still in force and whether or not the business relationship between the Buyer and the Supplier is ongoing, the Supplier shall be obliged to provide spare parts to the Buyer for a period of at least seven (7) years from the date of the last batch delivery of the Goods/Raw Materials for batch installation.

21. Code of conduct

Pirnar undertakes to cooperate with suppliers who respect Pirnar's quality requirements and business guidelines. Pirnar strives to support positive changes in quality, the environment and the workplace. Suppliers represent important business partners to Pirnar, so it is very important for Pirnar to share these values with the Suppliers.
By signing the Purchase Contract, the Supplier confirms its acceptance of the values set out below and shall take them into account in its operations:
- We respect the rights of individuals, act in accordance with the fundamentals of fair business, marketing and advertising, and are committed to the continuous development of the safety and quality of our products and processes.
- We respect the law, do business fairly and are responsible for our actions.
- We are continuously working to reduce the negative impact of our activities on the environment and health.
- We do not engage in illegal practices and we do not carry out illegal activities.
- We do not tolerate the offering, soliciting or receiving of bribes.
- We undertake to report any breach of the law to those responsible.
Pirnar listens to its stakeholders and takes their opinion into account, and works towards ensuring the sustainable success of the company.

22. Final provisions

These purchase terms and conditions are valid and only legally applicable terms and conditions, regardless of whether the Supplier communicates its general terms and conditions of sale at the time of the quotation or order confirmation. Deviations from Pirnar's general purchasing terms and conditions shall only be accepted if agreed and confirmed by Pirnar in writing.
Any disputes shall be resolved amicably between the Supplier and Pirnar. If no agreement is reached, disputes shall be settled by a court of competent jurisdiction in Ljubljana, or by another court of competent jurisdiction of the Buyer's choice. Slovenian law and the original Slovenian version of the GPTC shall apply in the assessment of the dispute.
The Vienna Convention on the International Sale of Goods and the provisions of private international law are excluded.