General Terms and Conditions of Business of TaktilPro d.o.o.

1. SUBJECT OF THE TERMS

1. These General Terms and Conditions (hereinafter: “Terms”) govern all activities (sales, deliveries, installations, services, inspections) of TaktilPro d.o.o. (hereinafter: “supplier”) with customers. Any additions or amendments to these Terms, especially deviations initiated by the customer, require the supplier’s written consent. By placing an order, the customer accepts these Terms, which are legally binding.
2. If one or more provisions of these Terms are wholly or partially invalid, this does not affect the validity of the remaining provisions. In such case, the invalid provision shall be replaced by one that most closely reflects its economic purpose. In case of ambiguity, provisions shall be interpreted in a way that best reflects their economic intent.
3. These Terms also apply to all future transactions and business relationships with the customer.

2. OFFER AND ORDER

1. Offers are submitted in writing, by email, or by post and are binding in relation to price, quantity, delivery, and validity period stated in the offer.
2. Offers are non-binding if explicitly marked as such. The supplier must confirm the customer’s order in writing; otherwise, the contract is not concluded.
3. Information from catalogues, brochures, and similar materials, as well as verbal or written statements by the supplier, are binding only if explicitly stated or included in the order confirmation.
4. If the order confirmation differs from the order, such differences are deemed accepted by the customer unless immediately objected to.
5. In case of minor deviations in delivery by the supplier, the offer remains valid.
6. Obvious errors in offers, confirmations, or invoices may be corrected at any time without the customer’s approval.
7. The supplier is represented exclusively by authorised persons/bodies. Statements made by employees are not binding without written approval from the authorised representative/body. Contractual changes become effective only upon written confirmation by the authorised representative/body.
8. If no order confirmation is issued, the contract is deemed concluded upon dispatch of the ordered goods by the supplier.
9. The offer contains confidential information and constitutes a trade secret under the Slovenian Trade Secrets Act (ZPosS). It is intended solely for the recipient and may not be shared with third parties or used for other purposes without prior written consent of TaktilPro d.o.o. Any unauthorised disclosure or use may result in legal action.

3. PRICES

1. The selling price is the price valid on the date of the order or as stated in the offer. All prices are exclusive of VAT unless otherwise stated. Unless otherwise agreed, prices do not include delivery, transport costs, or insurance; these are charged separately.
2. If labour costs or other production costs (e.g., raw materials, energy, transport, financing, etc.), which are beyond the supplier’s control (e.g., collective agreements, wages), increase by more than 5% between order confirmation and delivery date, the supplier is entitled to adjust the price accordingly. This also applies to future deliveries.
3. The basis for price calculation is weight in kg, units, volume in litres, or surface area in m², as defined at the time of dispatch.

4. DELIVERY OF GOODS

1. Delivery is defined in the offer unless otherwise agreed.
2. If the supplier arranges transport at its own expense, it is entitled to reimbursement of all transport costs.
3. Delivery deadlines stated by the supplier are not generally binding. Delivery times are only determined once all details (especially place and transport) are specified. The supplier may change delivery deadlines if necessary. Delivery deadlines are not an essential part of the contract.
4. If the supplier is more than 14 days late with delivery, the customer may cancel the contract only in writing, and only after granting an additional 14-day grace period for proper performance.
5. In case of unforeseen delivery obstacles (strikes, operational interruptions, supply shortages, shortages of raw materials, government measures, traffic congestion, etc., or force majeure), the supplier is entitled to extend delivery time or partially or fully withdraw from delivery without liability for damages.
6. If the customer fails to collect the goods within the agreed period, the supplier is entitled to a flat compensation of 25% of the order value. The supplier retains the right to claim additional damages. In case of customer delay, the risk of accidental loss or damage passes to the customer from the day the goods are made available for collection.
7. In case of payment delay by the customer, the supplier may suspend further deliveries. All unpaid invoices become immediately due without written notice.
8. Delivery quantities may deviate by ±10% from the ordered quantity. In such cases, the customer has no right to withdraw from the contract or claim damages.
9. The supplier reserves the right to modify product offerings and to deliver minimally altered goods (according to the current catalogue) without informing the customer.

5. TRANSFER OF RISK

1. If the customer organizes transport personally or via a carrier, the risk is transferred to the customer “ex works” (Incoterms 2010).
2. If the supplier carries out the transport, the risk is transferred to the customer at the destination (before unloading); the supplier is not obliged to unload the goods. However, if transport is carried out by a carrier (e.g., railways or trucking company), the risk is transferred to the customer as soon as the goods are made available to them.
3. If the customer wishes to insure the goods, they must arrange and pay for the insurance.

6. PAYMENT TERMS

1. (1) If payment on invoice is agreed, the customer must settle the obligation within 30 days of receiving the invoice. Cash discounts are valid only if explicitly agreed in writing between the customer and supplier. Any agreed discounts become invalid, without written notice from the supplier, if the customer is in default of payment of any due obligation.
2. (2) If partial or full advance payment is agreed, the supplier issues a pro forma invoice with payment instructions. The supplier is obliged to deliver/install/perform the service in accordance with the offer only after payment of the agreed advance. Any remaining balance up to the full value of the offer for deliveries/services must be paid by the customer within two days after delivery/performance of the service.
3. (3) In case of late payment by the customer, statutory default interest shall be charged. In addition to default interest, the supplier is entitled to claim any additional damages.
4. (4) If there is justified doubt about the customer’s solvency, the supplier may withdraw from confirmed orders and already concluded delivery/service agreements without notice, taking into account any advance payments. All unpaid obligations of the customer become immediately due.
5. (5) Unless otherwise agreed, all payments are in euros.
6. (6) All payments in business operations are made via bank transfers.

7. LIABILITY FOR DEFECTS

1. (1) In the event of a complaint regarding the quality of delivered goods/performed services, the customer must submit a written complaint to the supplier within 8 days from delivery of the goods/performance of the service, including identification data of the disputed goods/services, reasons for the complaint, and supporting evidence. The supplier assumes no responsibility for defects resulting from improper or negligent use of the goods. In cases where the customer acts contrary to the above provisions, all warranty claims or claims for damages are excluded. The customer must prove that the defect existed at the time of delivery.
2. (2) The customer must send samples of defective goods, together with notification, at their own expense and risk.
3. (3) Non-material defects (such as minor colour differences, minor defects that disappear over time or can be easily corrected by the customer together with the supplier) do not entitle the customer to any compensation claims against the supplier.
4. (4) The supplier’s goods are manufactured as specified in the order or product specification. Each product must include the supplier’s instructions for use. If there are deviations from the instructions for use, the supplier is not liable for damages. The supplier assumes no liability or warranty for use that is not specific to the product.
5. (5) Liability for delivered goods is excluded, as are all claims for damages by the customer, if inspection of the goods is not possible.
6. (6) If the defect is caused by a third party, the customer has no right to claim damages from the supplier, but must claim against the party who caused the defect.
7. (7) The supplier does not warrant for defects arising from the customer’s sphere of responsibility.
8. (8) The customer may only request monetary compensation instead of warranty claims in cases of negligent or malicious conduct by the supplier.
9. (9) Claims for damages against the supplier may only be filed directly by the customer. All warranty claims expire no later than 12 months after delivery, and in any case no later than the end of the warranty period stated on the product’s warranty certificate.

8. CLAIMS FOR DAMAGES

1. (1) Within the scope of statutory provisions, all claims for damages against the supplier are limited to gross negligence and wilful misconduct. The burden of proof lies with the customer.
2. (2) Within the scope of statutory provisions, all claims for damages are limited to reasonably foreseeable damages and, in any case, up to the value of the goods.
3. (3) The customer must check the goods with regard to their intended use. The supplier is not liable for insufficient inspection.
4. (4) Within the scope of statutory provisions, the supplier is not liable for any infringement of third-party rights.
5. (5) Within the scope of statutory provisions, claims shall become time-barred 6 months after the injured party is notified of the defect; in any case, they shall become time-barred 3 years after execution or delivery.

9. PRODUCT LIABILITY

1. (1) Clause 9 applies only in cases where special product liability laws for end users are applicable.
2. (2) Within the scope of statutory provisions, all claims for damages by customers, as well as third parties based on statutory product liability, are not binding on the supplier, unless the claimant proves that the defect was caused by the supplier and resulted from gross negligence.
3. (3) Notwithstanding provision 9.2, liability for damages is governed by Clause 8 if the business is conducted between legal entities.
4. (4) If the customer resells the goods to third parties, the customer undertakes to exclude the supplier’s liability for damages. If the customer fails to do so, the customer is liable for all damages that may arise as a result for the supplier.

10. PROHIBITION OF SET-OFF AND WITHHOLDING OF PAYMENTS

1. (1) The assignment of the customer’s claims against the supplier to third parties is prohibited without the supplier’s express written consent.
2. (2) Without the supplier’s express consent, any form of set-off by third parties is not permitted.
3. (3) The customer’s legal claims do not entitle them to withhold payment of the entire purchase price, but only a proportionate part of it. Any remaining payments must be made immediately.

11. RETENTION OF TITLE

1. (1) The sold goods remain the property of the supplier even after delivery to the customer, until the customer has paid the full purchase price.
2. (2) The customer is entitled to use the goods in the normal course of business, but may not pledge them or use them as collateral. Enforcement actions by other creditors must be immediately reported to the supplier. The customer is obliged to disclose to the supplier the names and addresses of its customers, as well as all stock and the amount of receivables arising from resale. Within the scope of statutory provisions, all claims against the customer arising from non-payment of goods may be collected by the supplier from the customer’s debtors. The customer is obliged to inform its current and potential customers of the above provisions.
3. (3) In any case of payment default – especially in bankruptcy proceedings – the customer (temporary administrator, insolvency trustee) must grant the supplier access to its goods and products manufactured using the goods. Furthermore, the customer must disclose all accounting records to the supplier and provide all necessary information relevant for excluding the supplier’s claims from the bankruptcy estate.
4. (4) Samples remain the property of the supplier in all cases, even if they were produced at the customer’s expense.

12. PACKAGING

The goods subject to delivery are packaged in accordance with the manufacturer’s standards. In the case of a different form of packaging, the parties shall agree in writing on the method of packaging prior to delivery. The customer bears the costs of any change in packaging.

13. DATA PROTECTION

1. (1) The customer expressly agrees that, by placing an order, certain data may be stored using data processing systems and may be transferred to affiliated companies for the purpose of order fulfilment.
2. (2) The customer undertakes to treat all information arising from the relationship, contractual documentation, and all other data relating to mutual cooperation as a trade secret for the entire duration of the contractual relationship and for at least 5 years after its termination. Trade secrets include, in particular: price lists, commercial and other sales conditions, sales promotion and advertising conditions, invoices, purchase orders, correspondence, minutes, contractual documents, and all other data in both material and immaterial form. Any party breaching trade secrets is liable to the supplier for all material and non-material damages.

14. ANTI-CORRUPTION CLAUSE

1. (1) The contracting parties expressly undertake that, in the performance of transactions under this agreement, they shall refrain from any conduct that may have the characteristics of corrupt behaviour.
2. (2) The contracting parties undertake not to give, promise, or receive any gift or payment in money or any other valuable item, directly or indirectly, to each other, to any employee or other staff member of either contracting party or any other company (service, department, agency), or to any person for the purpose of bribery, in order to induce any employee or other staff member or customer to abuse their position so as to obtain, retain, or direct business to the client or any of its subcontractors, agents, distributors, subsidiaries, or other affiliated companies. In the event of the commission or attempted commission of any act described in the previous paragraph, any already concluded or valid contract shall be null and void; if the contract has not yet become effective, it shall be deemed not to have been concluded.

15. RESTRICTIONS ON DELIVERY

The supplier must act in accordance with international legal sanctions and regulations issued by the EU, the USA, and the United Nations. The customer acknowledges and confirms the obligation and agrees that products purchased from the supplier will not be used in connection with sanctioned entities or sanctioned countries (as defined below). Furthermore, the supplier is not obliged to deliver products if it knows that the customer is involved in business with customers (natural persons, companies, governmental entities) listed on sanctions lists of the USA, United Kingdom, EU, or United Nations.

16. PLACE OF PERFORMANCE, JURISDICTION, AND APPLICABLE LAW

1. (1) The place of performance for delivery and payment is the supplier’s registered office.
2. (2) The place of jurisdiction for all disputes arising from this contract is Ljubljana, Slovenia. In addition, the supplier is entitled to bring its own claims in the customer’s jurisdiction.
3. (3) Slovenian law shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

17. LIABILITY FOR DELAYS AND FORCE MAJEURE

1. (1) The supplier assumes no responsibility for delays in fulfilling contractual obligations arising from actions or omissions of the customer or third parties over which the supplier has no direct influence.
2. (2) The supplier is also not liable for delays or non-performance of contractual obligations resulting from force majeure, in particular: natural disasters, fires, floods, wars, strikes, epidemics, pandemics, supply chain disruptions, shortages of raw materials, actions of government authorities, or other unforeseeable, exceptional, and unavoidable events that the supplier could not prevent or avoid.
3. (3) During the duration of force majeure, the deadline for performance shall be extended accordingly for the duration of such circumstances. If force majeure lasts more than 60 days, each party has the right to withdraw from the contract without liability for damages.
4. (4) In cases under this article, the supplier shall not be liable for any direct or indirect damages or claims arising therefrom.

These General Terms and Conditions are valid from 2 March 2026 onwards.