GENERAL SALES AND DELIVERY TERMS AND CONDITIONS 

1. PREMISES
ENERGETIK energija, obnovljiva energija d.o.o., Tržaška cesta 515, 1351 Brezovica pri Ljubljani, Slovenia, VAT number SI 59620617 - from now on ENERGETIK, whose main activity is the Production of electricity from renewable sources (SKD 35.120), namely the distribution of facilities that produce electricity from renewable sources and energy efficiency in general, operates under the following general terms and conditions.

These general sales and delivery terms and conditions (from now on also general terms and conditions) are also applied to any changes requested by the customer, both orally and in writing, after the subscription of the proposal. These general terms and conditions override any different and/or contrary clauses, printed or handwritten, in orders, requests, correspondence and, in any case, in any other written communication of the customer, unless explicitly in writing otherwise agreed between the parties.

These general terms and conditions replace any previous version of the same and regulate the purchasing contracts, integral and substantial parts of the document.

These general terms and conditions are written in Slovenian, English, Croatian and Serbian languages. The customer declares and confirms that he/she has read them in their entirety and well understood them and all consequences arising from them.

Any other terms and conditions from the customer shall not apply. Signing of any document by ENERGETIK shall not imply acceptance of clauses contrary to this general sales and delivery conditions.
ENERGETIK reserves the right to unilaterally amend these general terms and conditions, which are published on ENERGETIK official website https://energetik.si/en/

2. OFFERS – ORDERS CONFIRMATION
Before preparing the offer, the customer is obliged to provide all necessary information for preparing the offer requested by ENERGETIK, and the customer is also obliged to warn ENERGETIK of any potential obstacles, otherwise he will cover any additional costs himself.

The offer or order confirmation issued by ENERGETIK must be fully and correctly signed by the customer and shall be sent to ENERGETIK within a reasonable time, but not later than 3 business days after receipt. The validity and effectiveness of these documents is subject to full acceptance of these general terms and conditions. 

By submitting the order confirmation, the customer expressly agrees to and accepts these general terms and conditions and acknowledges/confirms that the order is binding and cannot be unilaterally cancelled or withdrawn after confirmation. Therefore, cancellation of the order is no longer possible once the order confirmation has been submitted.

In the event of a request for the application of subsidized VAT in accordance with the regulations in force, the customer, by signing what is indicated in the above-mentioned documents, declares that he/she assumes all responsibility in relation to the consequences arising from the said declaration.

By issuing a new offer, the current or previous offer is completely canceled.
ENERGETIK reserves the right to accept or reject any order at its sole discretion.

3. CONCLUSION OF THE CONTRACT
ENERGETIK reserves the right to change prices between the submitted offer and the signing of the contract if the quantities, products or any other facts that are the basis for calculating the price change.
The contract of sale shall be deemed to be executed, at the time and place where ENERGETIK receives the offer or order confirmation signed in its entirety, namely at its headquarters. Any changes in the order, as for example changes in quantity, quality, measurements, or technical characteristics of the product supplied, will be subject to renegotiation, and if no agreement is reached, the parties will remain bound to the original contract/order. 

ENERGETIK reserves the right to at any time modify or cancel in any time some items/goods/products (this terms hereinafter have the same meaning) and/or brands for reasons of production and/or procurement and/or technical causes not attributable to it or fortuitous event and force majeure, giving notice to the customer. In no event shall ENERGETIK be liable for any direct or indirect business damage, loss of profit or other consequences that may arise from such changes, cancellations or circumstances beyond its control.

Any modifications, amendments, or additions to the contract shall be valid only if agreed in writing by both parties.

4. DELIVERY
Any delivery term ("Shipping") stated in the offer or order confirmation is merely indicative and not binding for ENERGETIK. ENERGETIK may deliver the goods or part of the goods to the customer before the agreed delivery date. ENERGETIK will deliver the goods within the specified time; delivery is defined as the dispatch of the goods from the ENERGETIK warehouse or by the collection of the goods by the carrier.
The transport of the ordered goods is not carried out by ENERGETIK, and ENERGETIK does not assume any responsibility for the execution, or safety of the transport of the ordered goods.

ENERGETIK explicitly disclaims any liability for any damage, loss, delay, or other harm that may occur during the transport of the ordered goods, as the transport is neither within its authority nor under its control.
ENERGETIK does not assume any responsibility for the quality, condition, or conformity of the delivered goods with the order or the customer's specifications.

The responsibility for the quality and any defects of the delivered goods lies solely with the Manufacturer of the supplied goods. ENERGETIK acts as an intermediary and assumes no additional obligations regarding the condition of the goods after their receipt or delivery to the customer.

Goods are generally transported by truck, with normal/standard packaging; all expenses related to special packaging or for minimum quantities of goods expressly requested by the customer are borne solely and entirely by the customer, unless otherwise agreed, and will be indicated separately on the invoice.

The customer cannot rely on any delay in delivery as a reason for concluding the contract or as a source of indemnity or compensation, as any delivery date stated is to be considered merely indicative.
ENERGETIK will not be required to comply with any deadline in the event of force majeure and other comparable unforeseeable circumstances over which ENERGETIK has no influence. The latter is integrated if natural events occur (fires, floods, etc.), civil unrest, strikes, insurrections or other labor disputes, wars, epidemics. Likewise, ENERGETIK will not be liable for any delay in delivery where it is attributable to the Manufacturer (due to delays in supplies, transport difficulties, shortage of material, etc.).

The customer undertakes to take delivery of the goods as soon as they are available, or to be informed by ENERGETIK about the possibility of taking delivery of the goods and the deadline, and shall bear all costs and consequences arising from his delay in taking delivery. The customer agrees that the obligation to deliver goods by ENERGETIK is deemed to be fulfilled at the moment the goods are handed over to the carrier for the purpose of delivery to the customer. The delivery of goods to the carrier by ENERGETIK shall constitute proper and timely fulfillment of its obligation, regardless of any subsequent transport risk, damage, or delay. ENERGETIK has no liability for damages in this regard. In the event that the customer subsequently unilaterally changes the agreed delivery date, either orally or in writing, ENERGETIK shall not be liable for any delay, nor for any damage or destruction of the goods.

Goods travel at the customer's risk, taking into account the incoterms stated in the contract or order. In any case, the customer gives up the right to demand from ENERGETIK the payment of amounts by way of penalties or damages in the event of delayed delivery with respect to the specified "Shipment" date. 

Any claims regarding the return of goods that do not comply with the order or the replacement of goods that do not comply with the order will be made by the customer to the Manufacturer directly.
The goods travel with the incoterms indicated in the order, unless otherwise specified in the contract and accepted by the customer. The risks of loss of or damage to the goods are transferred to the buyer/customer at the point defined in the contract or order, taking into account the incoterms itself. Freight costs shall be borne by the customer, except as provided for in the order or signed contract.

5. RECEIPT AND DEFECTIVE GOODS
Upon receipt of the goods, it is the customer's responsibility to verify the integrity of the packages and the quantitative and qualitative correspondence with what is indicated in the accompanying transport documents (delivery note, accompanying invoice, waybill, etc). In the case of obvious damage to the packaging or goods, or in case of missing packages or individual goods, claims for damage on transportation by contracted couriers will be accepted only if the clause "acceptance of goods with reservation" accompanied by a summary description of the damage has been placed on the transport document, and the claim is received by ENERGETIK in writing within 48 hours from the time of delivery.

Any discrepancies and dissimilarities in the quantity and quality of the goods ordered and those delivered, must be communicated to ENERGETIK or even better, directly to the Manufacturer, by e-mail or by post within the period of 8 (eight) days from the receipt of the same, and in any case before any use.

Any defects or anomalies found by the customer after receipt of the goods, must be reported to ENERGETIK or even better, directly to the Manufacturer, by e-mail or by post within the essential period of 8 (eight) days from discovery and in any case within one year from delivery, attaching the relevant documentation - under penalty of forfeiture to assert its rights. In such cases Manufacturer shall repair or replace non-conforming goods within a reasonable period of time in accordance with a mutually agreed solution. Failure to file a complaint shall constitute acceptance by the customer.

6. PAYMENT OF THE PRICE
The price of the purchased goods shall be paid to ENERGETIK in accordance with the payment terms defined in the contract (signed offer/order confirmation). The execution of the supply cannot take place before the whole down payment has been made. Goods prices offered do not include VAT, insurance and transportation costs, and anything not expressly stated in the contract/order. 

In the event of partial payment for the agreed goods, it will be up to ENERGETIK to attribute the amounts received at its discretion and regardless of any indication provided by the customer to cover one or more open positions for the goods supplied, rather than interests or other expenses.

For late payments, ENERGETIK will apply interests for delayed payment. In such cases ENERGETIK shall be entitled to delay or suspend delivery of the sold goods.
Obligation to Notify of Payment Delay and Consequences of Non-Compliance
The customer shall be obligated to notify ENERGETIK in writing (e-mail or via post) of any anticipated delay in payment no later than seven (7) days prior to the due date of the respective payment. Such notice must include a detailed explanation of the reasons for the delay and a clearly stated new payment deadline.

Should the customer fail to provide such notice in due time and in accordance with the preceding paragraph, the delay shall be deemed unjustified, and ENERGETIK shall acquire the right to initiate enforcement proceedings and/or other legal recovery measures immediately upon the due date of the unpaid obligation, without any further notice or grace period.

All costs related to enforcement, including court and out-of-court expenses, default interest, and any legal representation fees, shall be borne by the customer.

7. FAILURE
In the event of any repeated delays or constant irregularities in payments by the customer, or if ENERGETIK has reason to fear that the customer cannot or does not intend to pay for the goods ordered or supplied on the agreed expired date, it may unilaterally at any time suspend or cancel the order, change the terms and conditions of payment, require adequate warranties, and in the case of deferred payment, notify even by e-mail, the forfeiture of the benefit of the term.

ENERGETIK, in its sole discretion, may in any case refuse to follow up on the supply of the goods if it considers that the customer's solvency is decreased, for example due to the existence of injunctions, subscriptions in the register of protests, executive and insolvency procedures, including the arrangement in continuity.

Equally, ENERGETIK may rescind from the contract if, based on the information it has taken, it considers that its claim on the customer is not sufficiently protected. The withdrawal will be communicated to the customer by e-mail to the e-mail address indicated in the contract. In all the above cases, the right of ENERGETIK to compensation for all damages suffered remains unaffected.

In any case, the customer is excluded from the possibility of suspending all or part of the payment of the open positions due to ENERGETIK by reason of the actions taken by it to protect its credit.

8. IMPOSSIBILITY OF PERFORMANCE FOR WHICH NEITHER PARTY IS RESPONSIBLE
ENERGETIK allows for the possibility of impossibility of performance, for which neither party is liable, in accordance with Article 116 of the Code of Obligations, namely:
(1) If the performance of an obligation by one party to a bilateral contract has become impossible due to an event for which neither the first nor the other party is responsible, the obligation of the other party shall also be extinguished; however, if the latter has already performed part of his obligation, he may demand return in accordance with the rules on the return of what was unjustly obtained.
(2) If the partial impossibility of performance is a consequence of an event for which neither the first nor the other party is responsible, the other party may withdraw from the contract if the partial performance does not meet his needs; otherwise, the contract shall remain in force, and the other party shall have the right to demand a proportionate reduction of his obligation.

9. RESCISSION OF CONTRACT
The contract shall be terminated in the event that the customer:

• suspends the whole or part of the payments of any amount due to ENERGETIK;
• refuses to pick up the goods supplied;
• discloses to third parties news and information related to business dealings with ENERGETIK;
• is subject to bankruptcy procedures or bankruptcy proceedings were initiated against him, none excluded, including the arrangement in continuity, and again if protests are levied against it or if real estate or third-party enforcement procedures are pending;
• its asset collateral placed to protect the satisfaction of ENERGETIK creditor claims is decreased;
• requests an unjustified extension of payment terms for supplies;
• made itself untraceable;
• changes have occurred in its corporate structure if the buyer is a partnership or corporation;
• refuses if required, to provide ENERGETIK with collateral or personal guarantees.

In case of rescission of the contract, the customer needs to pay to ENERGETIK what may be due, as well as compensate all damages suffered as a result of the failure. This is without prejudice to ENERGETIK right to request compliance.

10. RESERVATION OF PROPERTY
Property of the product remains with ENERGETIK until full payment of the open fees and anything else that may be due. The missing payment from the customer of the whole or of a part of the agreed fees specified in the contract will give to ENERGETIK the right to repossess the goods supplied, without prejudice to any further rights it may have.
As long as ENERGETIK has not received payment in full for the agreed upon purchase price (and costs, if any), the customer will not pledge the sold goods nor create any interest, lien or encumbrance in the sold goods. 

11. RESPONSIBILITY
Whereas ENERGETIK is the mere supplier/distributor of the commercialized goods, it is understood between the parties that the same assumes no obligations beyond those stipulated in the sales contract. ENERGETIK is in no way responsible for damages due to causes beyond its control or otherwise attributable to the customer or Manufacturer. The customer therefore agrees to indemnify and hold ENERGETIK harmless from any claim that may be made against it or from any prejudice that may be caused to it by causes not directly attributable to ENERGETIK actions. More specifically, the customer declares that he has verified the compatibility of the components being offered between them and to his own technical requirements, the compliance with the regulations to which the products must be subjected in their final plant configuration. ENERGETIK is not responsible for any sizing and product matching indications contained in commercial offers/orders referring to installations, which are to be considered purely indicative.
Any information or data on the characteristics and/or specifications of the goods contained in brochures, price lists, catalogues or similar documents, including ENERGETIK website, in any way communicated, are indicative and not binding on ENERGETIK; the customer shall comply with the Manufacturer's instructions for use.

12. WARRANTY
Disclaimer of Liability for the Product and Warranty
ENERGETIK assumes no responsibility for the characteristics, quality, safety, suitability, or performance of the ordered goods. The intermediary does not guarantee the defect-free nature of the product and shall not be held liable for any material or legal defects.
The warranty for the ordered good is provided exclusively by the Manufacturer, who remains solely responsible for honoring the warranty in accordance with their warranty terms and conditions. In the event of a warranty claim, the customer must contact the Manufacturer or an authorized service partner directly, as indicated in the warranty certificate or other documentation supplied with the good.
ENERGETIK may only forward the customer's warranty claim to the Manufacturer, and is not obligated to assist in the handling of warranty claims or any related complaint or service procedures, nor shall it mediate between the customer and the Manufacturer.
The warranty is not applied in case the good has tampering and/or modifications unauthorized or derived from mishandling by the customer and/or unauthorized staff. Likewise, it does not operate when the instructions provided by the Manufacturer or ENERGETIK are not followed, in the case of defects caused by improper use and/or stock by the customer. 

13. ASSIGNMENT OF THE CONTRACT
The right to assign the contract, or the rights arising from it to third parties, is reserved only to ENERGETIK. In this way the customer hereby gives his consent in accordance with Article 122 of the Code of Obligations.

14. PARTIAL INVALIDITY
Each provision contained in these general conditions shall be interpreted in such a way as to make the contract concluded between the parties valid and effective. If a provision is considered invalid and ineffective, it must be considered as such in itself, without invalidating the entire contract. Any modification shall be deemed valid if it is expressed in writing and signed by the parties.

15. APPLICABLE LAW AND JURISDICTION
The contract is governed exclusively by Slovenian law. For any dispute, none excluded, concerning both the interpretation and execution of the contract, the Court of Ljubljana shall have exclusive jurisdiction.

16. CONFIDENTIALITY
Customer shall keep confidential all non-public commercial or technical know-how and information relating to ENERGETIK of which it becomes aware in connection with this General Conditions and contract. Such information shall be kept confidential at all times by the Parties, including for a period of five years after termination of the contract, unless one Party is required to provide such information to any governmental authority as required by law. In such cases, the request for information shall be communicated to the other Party as soon as possible. This confidentiality requirement shall not apply to information and documents that are in the public domain or become public knowledge without breach of the obligations contained in this General Conditions and contract or to information that is known to the other Party at the time of disclosure.

17. PROCESSING OF PERSONAL DATA
ENERGETIK as the owner of the processing of personal data, informs the customer, in accordance with Article 13 of EU Regulation 679/2016 (hereinafter GDPR), that the personal data will be included in its database for the purpose of the regular daily business relations. In the event of refusal, or of inaccuracy or incompleteness in provision of data, it will not be possible to carry out the services requested or the performance of the obligations undertaken, or that will be undertaken, by ENERGETIK. The data will be processed by ENERGETIK appointees manually and with the aid of computer programs, in compliance with the appropriate security measures to safeguard the data, as required by the GDPR. Personal data may be disclosed to third parties for the fulfilment of contractual obligations: for example, to public authorities for fulfilment of legal obligations, to trusted consultants and freelancers for the performance of fiscal and accounting activities related to the contractual relationship and for the management of any litigation, to credit insurers, to business information companies, to credit institutions for the management of collections and payments, and to couriers for the management of transportation.
In relation to the processing of one’s personal data, the data subject may exercise the rights (access, clarification, deletion, rectification, opposition, etc.) specifically provided for in Article 15 of the GDPR and in the ways contemplated in the following Articles 16-21. For any further communication on this matter, reference can be made to the e-mail office@energetik.si. More extensive information can be found on our website https://energetik.si/en/

In the execution of this General Conditions and contract, personal and contact data (personal data, company e-mail, company telephones, smartphones for work use etc.) of directors, employees and collaborators who, in accordance with the tasks and assignments conferred, manage the contract and/or are to execute it, may be mutually communicated or otherwise made available to their respective contact persons. Therefore, both Parties will process such personal data to the extent that it is strictly necessary for the performance of all aspects of the contract. The data will be retained until the completion of the mutual services covered by the contract and thereafter by reason of the prescriptive terms provided for the acts and documents of the contractor. The individual employee or collaborator may exercise all the rights listed in Articles 15 to 21 of EU Regulation 2016/679, subject, however, to the limits arising from the legitimate interest of the employer.