General Purchasing Terms and Conditions govern the purchasing business operations between Rexel Ltd., Cesta 24. junija 3, 1231 Ljubljana-Črnuče (hereinafter referred to as Buyer) and the Supplier supplying goods and/or services to Buyer’s system (hereinafter referred to as Supplier) in the following manner: order on the basis of a confirmed offer, order on the basis of a long-term (framework) contract between Buyer and Supplier, one-off contracts, and for all other legal transactions (agreements or contracts) between Buyer and Supplier, in which it is agreed that the Buyer’s General Purchasing Terms and Conditions shall be applied.

Buyer shall aim to maintain and strengthen its leading role in its field of activity, and therefore the quality of its products and services shall represent a guiding strategy in its business policy, which shall be achieved by classifying its suppliers and ensuring the highest quality in the market. Supplier undertakes to align its business policy with those objectives.

These General Purchasing Terms and Conditions shall become an integral part of the Contract upon acceptance of the order by Supplier. The General Purchasing Terms and Conditions shall apply exclusively and in full. Buyer shall only purchase goods or order services in accordance with these Terms and Conditions. Buyer shall not be bound by the provisions of any terms and conditions of sale of Supplier, even if Buyer has not expressly rejected them, unless Buyer’s legal representative has expressly accepted or confirmed Supplier’s business (sales) terms and conditions in writing. Buyer’s employees shall not have the authority to accept Supplier’s General Terms and Conditions of Sale, unless an individual employee is authorised by Buyer’s legal representative in the individual case. In the event that Buyer expressly agrees in writing to be bound by Supplier’s General Terms and Conditions, these Purchasing Terms and Conditions shall form an integral part of the Contract and shall apply to those matters which are not covered by Supplier’s General Terms and Conditions.

Any deviation from Buyer’s General Purchasing Terms and Conditions shall require Buyer’s written consent. If Buyer and Supplier have entered into a legal transaction containing different terms and conditions for a particular purchase, the General Purchasing Terms and Conditions shall apply in respect to anything not covered by the legal transaction.

Order

An order shall be binding on Buyer only if it is made in writing. If Supplier confirms the order but at the same time submits a proposal that some changes or additions shall be made, Supplier shall be deemed to have rejected the order and to have made an alternative offer, which shall be valid only if confirmed in writing by Buyer’s legal representative or by Buyer’s employee who is specifically authorised to do so. If Buyer accepts such offer, these Purchasing Terms and Conditions shall form an integral part of the Contract thus concluded.

Buyer reserves the right to terminate or cancel the order at any time, subject to payment of the costs incurred up to that time, without giving any reason for termination or cancellation, wherein Buyer’s liability for damages shall be excluded.

Supplier has to confirm or reject each Buyer’s order in writing no later than 48 hours of the receipt of such order.
The order confirmation shall be in PDF format and shall contain at least the following information: item, quantity, delivery date and customer order number.
In the event that Supplier is unable to provide a final delivery date within 48 hours, Supplier shall bring forth an estimated delivery date. However, within 5 working days of receipt of the order, Supplier shall provide the final delivery date. If Supplier fails to confirm the estimated and/or final delivery date, Buyer may cancel or terminate the order at any time without obligation.

If Buyer does not receive confirmation or rejection of the order within 48 hours of placing the order, Supplier shall be deemed to have fully confirmed the order received.

The Buyer’s General Purchasing Terms and Conditions shall be binding on Supplier if Buyer has confirmed the order in writing or if the order is deemed to be confirmed in accordance with the preceding sentence. The same shall apply to partial orders which Buyer issues successively within the framework of a general order which has been placed in advance for a longer period of time. If Supplier’s Contract has been signed between Supplier and Buyer, the provisions of Buyer’s General Purchasing Terms and Conditions shall apply in the event of similar provisions.

Price and payment terms

The Contract Price shall be the price set by Buyer in the purchase order or other written agreement and shall not vary. The prices shall be fixed throughout the duration of the contractual relationship between the two Parties. Any change in prices which may increase Supplier’s costs (e.g. labour or material costs) shall not change the agreed price.
Unless otherwise specified in the Contract, the prices quoted in the purchase order are final and Buyer shall not bear any additional costs. Unless otherwise agreed in writing between the two Parties, such additional costs include, but are not limited to, packaging, transportation, labelling, customs, taxes or insurance costs.

Supplier is obliged to comply with all Buyer’s instructions concerning packaging, mode of transportation, choice of carrier and shipment. If Buyer covers the transportation costs and does not specify the method of transportation, the transportation shall be carried out at the lowest possible cost. Otherwise, Supplier shall be liable for all negative consequences and higher or additional costs. Supplier shall be liable for all damages resulting from non-compliance with Buyer’s instructions. Supplier shall also be liable for covering the additional costs incurred by sending the goods by express shipment, arising from the need to meet delivery or performance deadlines.

Supplier shall submit the request for a price increase to Buyer in writing no later than 30 days before the new price list comes into effect, enclosing the relevant supporting documents, along with a detailed breakdown of the costs. Any price changes shall be confirmed by means of a written agreement signed by both Parties. Price increases shall be valid only after obtaining Buyer’s written agreement. Supplier shall not submit an invoice for the goods to Buyer until the goods have been duly delivered, unless otherwise specified in the Contract or agreed in writing by Buyer. Supplier shall send the invoice for the goods delivered, along with the signed delivery note, to Buyer’s postal address or by e-mail to the Buyer’s representative specified in the purchase order. Supplier shall not withhold deliveries for any reason unless Buyer agrees to this in writing.
Supplier undertakes to issue invoices in accordance with applicable laws and regulations and in such a way as to enable Buyer to fulfil its obligations under applicable tax legislation.

If not specified in the purchase order, the payment term shall be ninety (90) days after the date of receipt of the invoice. The time limit for payment of invoices shall commence upon unconditional acceptance by Buyer of the entire delivery of purchased goods and receipt of a duly issued invoice. Unless otherwise agreed, payments may be made, in Buyer’s sole discretion, within 30 days – with a 3% discount, or within 15 days – with a 4% discount, or, in the case of advance payment, Buyer shall be entitled to a 6% discount.

Payment of an invoice by Buyer does not constitute an acknowledgement that the supply or service has been provided in accordance with the Contract or agreement. If the goods or services are defective, Buyer shall be entitled to withhold the payment of invoices issued by Supplier for the supply of defective goods or services until the defects have been rectified or until final agreement has been reached with Supplier. In the event material or legal defects in the subject-matter of the purchase are established, Buyer shall be entitled to withhold payment in full until the defects have been fully rectified.

Supplier shall not be allowed to assign or transfer its claims on Buyer to third parties for collection without obtaining the prior written consent from Buyer. Any assignment or transfer by Supplier contrary to this provision shall be without legal effect.

Quality

Supplier shall give unlimited guarantees for the faultlessness of the Goods. The items purchased shall be of first-class quality, fit for purpose, made of the latest materials, manufactured in a professional manner, in accordance with the technical plans, properly constructed and perfectly assembled and installed. Supplier shall, at the request of Buyer, provide evidence of Supplier’s quality assurance system and all quality verification documentation.
Supplier is also obliged to ensure that all goods and materials supplied comply with the regulations currently in force in the Republic of Slovenia, in particular in the field of packaging and packaging waste, the management of batteries and accumulators, the management of waste electrical and electronic equipment, and make sure that the object of purchase is asbestos-free, etc.

Notwithstanding the legal provisions on warranty against defects (liability for defects), Supplier shall guarantee to Buyer (contractual warranty) that the agreed quantity of goods is of the agreed quality and characteristics and that the goods will perform as intended for a period of at least 30 months from the date of delivery, or 24 months from the date of use, or any other period that may be expressly agreed between the two Parties to the Contract. Supplier shall, at Buyer’s sole option, repair or replace any goods which are or become defective, including, but not limited to, defects resulting from Supplier’s incorrect instructions for use, incorrect use of data, inadequate or defective materials or manufacture, and any other breach of Supplier’s obligations, explicit or implied, or any breach of Contract by Supplier, without delay and no later than 10 days of receipt of Buyer’s written notice. Repaired and replacement goods shall also be warranted for a period of at least 18 months after delivery, reinstallation or testing (if any), depending on when the goods are used after repair or replacement. This guarantee by Supplier shall not affect any other right or legal remedy which Buyer may have up to that time or thereafter.

Supplier undertakes to take out adequate commercial and product liability insurance for the duration of the contractual relationship and to provide evidence of such cover to Buyer at the latter’s request. Such insurance shall remain in force at least during the term of the Contract between Buyer and Supplier and for a period of five (5) years after the end of the Contract.

Supplier undertakes to comply with the principles set out in the Sustainable Supplier Charter, of which Supplier is fully aware. Buyer or a person appointed by Buyer may, during the term of the contractual relationship, carry out an audit of Supplier in order to ensure compliance with the principles set out in the Sustainable Supplier Charter. Supplier undertakes to provide Buyer, within a reasonable time, with answers to any questions raised by Buyer and with all relevant documents and information requested by Buyer in the field of ethics, especially human rights, prevention of corruption, compliance with competition law and commitments in the field of environmental law.

The quality of the products or services and the standards of acceptability of the products or services are set out in the Contract or in the order itself. The items purchased shall be equipped with the prescribed safety mechanisms and they shall comply with the current safety regulations at the place of use designated by Buyer. An appropriate declaration of conformity shall be enclosed with each item purchased.
Where the quality of products or services is not specifically defined, the following shall be considered as normative documents containing the necessary information for assessing the acceptability of the quality of the goods:

• national or international standards recognised by domestic law,
• internal standards and technical or other specifications of manufacturers – suppliers (for non-standard materials and products),
• internal technical specifications of users – customers,
• the relevant technical regulations for the regulated area.

Packaging

Packaging is an integral part of the quality of a product, and Supplier undertakes to provide the products with packaging that is technically as appropriate as possible to the products supplied and that allows optimum logistics solutions.

Buyer has optimised mechanised logistics in its business process and therefore requires delivery of products on pallets, unless this is technically impossible or otherwise agreed between Buyer and Supplier.

The marking on the packaging shall be permanent and visible and shall contain all the essential elements: the manufacturer, the type of material (name as on the delivery note), the quantity.

Both the grouped packaging as well as its smaller parts shall be labelled. Supplier undertakes to mark all goods supplied to Buyer with an EAN code. However, for any uncoded or incorrectly coded goods supplied by Supplier to Buyer, Supplier undertakes to pay the cost of coding such goods at the rate of 10 % of the net invoiced value on the basis of a debit note issued by Buyer after the end of the quarter.

Supplier is obliged to label the packaging appropriately (including an energy labels) and to fully comply with the guidelines set out by Rexel in the Sustainable Supplier Charter and any additional instructions put forward by Buyer.

Acceptance of goods

In order to announce a delivery, Supplier undertakes to send Buyer a delivery note or other acceptance document in PDF format.
All shipments shall also be accompanied by a delivery note or other document of acceptance containing all relevant information, otherwise Buyer shall be entitled to refuse to accept the goods at Supplier’s expense and risk. Buyer shall always be entitled to reject acceptance of the goods in the event of defects, damage, suspected improper and/or unsafe functioning of the goods as well as in the event of missing or insufficient agreed payment instruments (e.g. letter of credit), insufficient number of documents (e.g. waybill/list of goods), and in particular in the case of missing information on the subject of purchase (purchase order). In such cases of refusal to accept the goods, Supplier shall bear the entire risk and all costs and damages incurred by Buyer, including any potential warehousing or other storage costs and additional handling costs.

Physical acceptance of the items purchased, temporary use of the goods or services supplied and payments made for them shall not be deemed to constitute acceptance of goods or waiver of the rights belonging to Buyer.

Buyer will only accept delivery of the goods on the basis of documentation proving that the goods have been delivered in accordance with the quality criteria as specified in the Contract or order and in accordance with the General Purchasing Terms and Conditions. For goods which shall be certified in accordance with the relevant regulations, Supplier assumes full responsibility for the validity of the certificates as well as for the labelling and packaging of the products with the certification marks.

If it is agreed that Supplier is obliged to carry out material tests, quality control certificates, quality documents, certificates of conformity or other documentation, the goods or services cannot be considered to have been accepted until such documentation has also been delivered to Buyer, unless the two Parties have expressly agreed otherwise in writing. This provision shall not affect Supplier’s warranty or guarantee liability.

The risk of accidental loss or damage to the object of purchase shall pass to Buyer at the moment when the goods are formally and unconditionally accepted by Buyer or his authorised representative at the agreed place.

Delivery of goods

Delivery of the goods shall be completed when the goods have been handed over to the agreed person at the agreed place and in the agreed manner, and after the delivery note or other acceptance document has been confirmed in writing by Buyer without reservation. With this, the goods shall be considered to have been accepted. The performance of the services shall be considered to have been completed when Supplier has performed all the contractually agreed obligations and the Parties have signed a written acceptance report. In the case of performance of the services forming part of the fulfilment of a specific order by the final buyer, the acceptance shall take place at the same time as the acceptance by the final buyer.

Supplier is obliged to deliver to Buyer, upon delivery at the latest or at the first request, a valid Certificate of Origin (a short-term or long-term statement by Supplier of the preferential origin of the goods, indicating also the customs tariff for the goods supplied), as well as the relevant valid certificates for the goods supplied. In the event of technical acceptance at the facility for which the goods have been delivered, Supplier shall provide Buyer with the relevant documentation requested. Supplier shall give Buyer access to the technical file of the products, which shall remain available for at least 10 years after the product has been discontinued.

Supplier undertakes to specify in writing for each delivery:

1. the name of the supplier,
2. the contact telephone number of the supplier’s representative,
3. the item code (identification number) and the exact specification of the item,
4. the purchase order number,
5. price,
6. the name and surname of Buyer’s representative, written in capital letters,
7. the date and place of signature.

If this is not the case, Supplier agrees that Buyer shall return the Goods at Supplier’s expense, or charge the cost of additional work.
Buyer shall not be liable for any additional costs incurred as a result of Supplier’s failure to deliver the goods in a timely manner or to meet the specifications set out in the purchase order.

The extent, manner and place of control and quality assurance shall be determined by the Contract or the purchase order and by the General Purchasing Terms and Conditions.

Supplier undertakes to take back any goods delivered to Buyer which remain in stock for more than ten months, provided that the goods are in their original packaging and that the packaging is not damaged and that at the same time Buyer orders other goods for at least the same value. The returned goods shall remain undamaged and in their original packaging.

In the event of non-compliance with Buyer’s order on the delivery note and invoice, Buyer shall reject the invoices as invalid.

The goods shall be delivered within the delivery period agreed in the commercial terms of cooperation or in the legal transaction/contract. The delivery or performance periods agreed between the two Parties are of essential nature and they are fixed.

Unless otherwise agreed by the two Parties, the day on which Buyer issues the purchase order to Supplier shall be considered to be the commencement of the period for delivery. Delivery of the goods shall be considered to be on time if the deliverables arrive at the place of delivery specified in the purchase order within the agreed time limit. Delivery of the goods shall be considered to be timely if collection is made in accordance with the agreement specified in the purchase order (date of collection, place of collection).

Unless otherwise specified in the purchase order, Buyer shall be entitled to charge Supplier liquidated damages of 0,5 % of the total value of the purchase order for each calendar day of delay, but not more than 20 % of the total value of the purchase order. If liquidated damages exceeds 20% of the total value of the order, Buyer shall be entitled to refuse delivery and to terminate the Contract or cancel the order with immediate effect.
Buyer also reserves the right to claim damages that exceed the maximum amount of theliquidated damages . Buyer shall retain the right to liquidated damages even if it accepts delayed performance. Supplier is obliged to pay liquidated damages within the period of 30 days. Supplier shall waive the right to claim a reduction of the liquidated damages.

In the event of delay in the performance of the order, Buyer may terminate the Contract if Supplier fails to provide a suitable delivery after prior warning, not even being able to provide the delivery until the expiry of a reasonable additional period of time made available by Buyer. Where time is the essential element of the Contract and where it is apparent that Supplier will not provide timely or appropriate performance of the order even within the additional period of time, Buyer may terminate the Contract immediately without being obliged to extend the performance/delivery period to Supplier. The right to terminate the Contract referred to in this Article shall not be affected by any potential prior acceptance of the Supplier’s delayed partial performance which has been accepted by Buyer without reservation.

Buyer will provide Supplier with monthly OTIF reports in order to inform Supplier of Supplier’s performance in meeting its obligations. If Supplier’s OTIF performance standard falls below 85%, Buyer shall be entitled to charge Supplier liquidated damages of 0.5% of the total value of the purchase order for each calendar day during which Supplier’s OTIF performance falls below 85%. The amount of liquidated damages shall not exceed 20 % of the total value of the order.

Buyer shall only be obliged to accept the quantities delivered in accordance with the Contract or order.
Excess goods or goods that do not correspond to Buyer’s order may be returned by Buyer to Supplier at Supplier’s expense.

Buyer also reserves the right to refuse deliveries which (i) are made before the date(s) specified in the purchase order, (ii) exceed the quantities ordered or (iii) are delivered to a place other than the place of delivery specified in the purchase order. Supplier shall bear the entire risk and all costs associated with such deliveries, including any warehousing or other storage costs and additional handling costs, irrespective of the rejection or acceptance of a delivery by Buyer. Supplier shall pay any additional costs incurred as a result of a change in the mode(s) of transportation (e.g. air instead of sea).

Supplier shall deliver the goods to Buyer on the DDP Ljubljana parity, Buyer’s warehouse, unless otherwise agreed in writing by the two Parties. Buyer shall receive the goods from Monday to Friday between 7.00 a.m. and 12.00 (noon). Delivery of the goods outside these hours is possible only if agreed in advance with the receiving head manager.
In the event that a calendar of deliveries is introduced in Buyer’s warehouse, Supplier undertakes to enter deliveries into such calendar. Otherwise, the unloading of the goods shall have to wait until an available date has been determined.

In the event that Buyer discovers a discrepancy between the declared quality and the actual quality of the product upon acceptance, the goods shall be treated as conditionally accepted, which means that Buyer has accepted the goods conditionally, but has not taken them into stock. Buyer is obliged to inform Supplier of the non-conformity and to decide, on the basis of the agreement, whether to accept the goods or to make them available to Supplier.
In the event of a disagreement on the quality of the goods and if no amicable solution has been reached, the quality of the goods shall be checked by a third party. If Buyer’s preliminary assessment was correct, the cost of the quality check shall be paid by Supplier. Third parties are considered to be quality control and testing institutions which are not part of Buyer’s or Supplier’s organization.

Any reservation of title by Supplier shall be null and void.

Supplier shall carry out the supplies or services, which are the subject of the purchase, independently. Supplier may assign a particular scope of work to a third party (e.g. a subcontractor), but only after obtaining Buyer’s prior written consent. Supplier shall notify Buyer in writing and in a timely manner about the inclusion of further third parties and shall submit to Buyer all the necessary documents for issuing consent to the third party.

Complaints and servicing

Supplier shall be liable for all quantitative and qualitative complaints, namely for visible defects in the product and for latent (hidden) defects in the product, during the period of guarantee and/or warranty or the period during which Buyer, along with Supplier, guarantees the quality of the product to the final buyer.
Supplier is obliged to service the products properly and to provide spare parts for the products in accordance with the relevant regulations. In the event of repair or replacement of parts, the warranty and guarantee period for the replaced or repaired parts shall start anew after the defect has been rectified.
Buyer shall be entitled and obliged to verify the adequacy and completeness of the performance of the purchase order and to inspect the purchased goods for any apparent material defects within a reasonable time period, namely after the purchase order has been processed and at Supplier’s request. If, after receipt of the goods, a defect is found which could not have been detected by normal inspection on receipt of the goods, Buyer reserves its rights against Supplier on the basis of material and/or legal defects for the entire duration of the defect warranty or guarantee period. Buyer retains the right to claim obvious material defects despite any acceptance of the goods that may have already taken place. If the circumstances of the case justify it, Buyer shall be authorised to carry out only a random inspection and to check only a part of the goods delivered as a representative sample. If it is established that parts of the goods or services supplied (either in the case of an inspection of all the goods supplied or in the case of a random inspection) do not meet Buyer’s requirements or that they contain factual and/or legal defects, Buyer shall always have the right to refuse acceptance of all goods or services supplied and not only of that part of the subject-matter of the purchase which contains the defects found. Buyer shall notify Supplier of the defects identified within a reasonable time. This Article shall also apply mutatis mutandis to the supply of services.

If defects are discovered during the guarantee or warranty period, Supplier shall immediately, and in any event no later than 10 days after Buyer’s notice, at its own expense and at Buyer’s sole option, either: a) remedy the defects, or b) provide for the re-performance of the services within a reasonable period of time, or to take over the defective goods at the place of use, to replace them and to deliver new goods at the place of use (rectification of the defects). In any event, Buyer shall be entitled to the reimbursement of all costs incurred in connection with the rectification of the defects (e.g. costs of assembly, dismantling, inspection, testing, travel and transportation costs, etc.).

As regards the defects, Buyer shall have the right to choose between warranty/ liability for defects and guarantee claims. A claim based on one legal basis shall not exclude the possibility of a subsequent enforcement of a claim based on another legal basis.

Supplier shall, prior to delivery, carry out appropriate inspections of components (e.g. raw materials, base materials), which are supplied to Buyer by sub-suppliers, manufacturers and other third parties, with a view to detecting any visible or latent defects, and shall promptly and without undue delay notify Buyer, sub-suppliers, manufacturers and other third parties of the existence of such defects.

In the event of Supplier’s inactivity or in cases of urgency and where it is apparent that Supplier will not remedy the defect within the time limits laid down for remedying defects in the applicable regulations or within the time limit agreed between Supplier and Buyer, and where the regulations do not lay down such a time limit, Buyer reserves the right to rectify the defects found either on its own or with the assistance of a third party who is professionally qualified and certified to handle the equipment in question. Supplier shall bear the entire cost thereof.

If the two Parties agree, Buyer shall take delivery of the goods in quantity but not in quality. In this case, Supplier itself shall carry out the quality inspection of the goods and deliver a certificate to Buyer, which means that Buyer is thereby relieved of the obligation to inspect the goods and to report any apparent defects in the quality of the goods.

Liability and insurance

Supplier shall be liable for all damages inflicted upon its employees, Buyer and/or third parties, including the final buyers, insofar as such damages arise out of its work and the work of its subcontractors as well as its obligations under the contractual relationship with Buyer.
Throughout the duration of the contractual relationship with Buyer, Supplier shall have adequate insurance in place to cover any damage suffered by its employees, buyers and/or to third parties in connection with the performance of its activities, the products supplied, the services rendered or the works carried out as well as damage to Buyer’s and/or third parties’ existing facilities and/or existing infrastructure. Such insurance shall be valid throughout the duration of the Contract.

In the event that Supplier performs its obligations under the contractual relationship with Buyer by subcontractors, the subcontractors shall be covered as co-insured persons. Supplier shall, at the date of signature of the Contract, agreement or annex and at any time at the first request of Buyer, provide a copy of the insurance certificate showing the insurance coverages required. Supplier shall bear the cost of the insurance in question and of the payment of the share of the damage (franchise). Irrespective of the insurance coverages, Supplier shall be liable for all damages in accordance with the law.

Compliance with legislation

In accordance with Buyer’s commitment to ethics and social responsibility, Supplier declares that it will:

• operate in accordance with national and international law;
• comply, in particular, with all applicable laws and regulations relating to the prevention of corruption, bribery, blackmailing and illegal commissions, and it further undertakes not to take any action that would cause Buyer to violate any such laws;
• respect the principles of fair competition.

Supplier shall guarantee that neither Supplier nor any of its paid or unpaid employees, partners, representatives, agents, intermediaries or representatives shall offer or give or agree to offer or give, directly or indirectly, whether in connection with a business relationship with private or public entities, any payments, gifts or other benefits of any kind, which may have the effect and/or purpose of violating anti-corruption laws and/or applicable regulations in this area, or that the two Parties, their employees, partners, representatives or intermediaries will not influence or reward any person who acts contrary to laws and regulations and the principles of good faith, impartiality and ethics, with the aim of obtaining or retaining an illicit advantage. If, in connection with the conclusion of the Contract or the Contract itself, a conduct has occurred which is defined as corrupt under Slovenian law and which has affected or is likely to affect the conduct of the two Parties to the Contract, such Contract shall be deemed null and void. A Party to the Contract may terminate the Contract before its expiry with immediate effect and without any further obligation (including any obligation to pay damages) if it is established that corruption has occurred in connection with the performance or supervision of the performance of the Contract.

In the event of processing personal data by any Party for the purpose of performance of a Contract or order, each Party undertakes to ensure compliance with the requirements under applicable law, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, with all its potential amendments, from the time of collection of the personal data and for the duration of the processing of such data.

In particular, each Party undertakes to inform individuals to whom data relates of the purposes and means of the data processing and, where appropriate, obtain their consent and enable them to exercise their rights; to implement appropriate technical and organisational measures to ensure the security of such data, i.e. their confidentiality, integrity and availability.

In this respect, data protection policy of the Rexel company is available at:

https://www.rexel.si/varovanje-podatkov/

or upon request sent to Rexel. The other Party undertakes, depending on the case, to submit such Rexel policy to its relevant work colleagues and interested parties and to submit its own policy to Rexel, its colleagues and interested parties, along with any relevant data subject (an individual to whom data relates).

Supplier shall also guarantee to perform its obligations in accordance with the applicable regulations and general principles of health and safety at work and is obliged to comply with any instructions on health and safety at work that are in force at Buyer’s premises. Supplier shall make every effort to put in place the systems that meet these requirements.

Supplier undertakes to treat all non-public information received from Buyer as confidential, and to protect such information at all times with the same degree of care as it provides for its own confidential information. Supplier shall also guarantee that its employees, suppliers, partners and contractors will comply with the confidentiality obligations.

Supplier shall guarantee that the products do not violate international export laws and regulations and shall inform Buyer if certain products are subject to such restrictions or require a specific licence or authorisation in order to be exported. Supplier further undertakes to provide Buyer with any documents and/or certificates of origin or, where applicable, classifications of the products in accordance with the regulations on dual-use goods.

Intellectual property rights

Supplier shall authorise Buyer to use its trademarks for the purpose of selling the products and shall guarantee that the products do not violate any intellectual property rights of any third party.

Supplier grants Buyer an irrevocable licence to copyright, display, publish, distribute, use, modify, print and reproduce photographs and images of Supplier that are in any way related to Buyer’s business operations (e.g. images for Buyer’s publications, website, advertisements, or any other medium for or on behalf of Buyer).
If Supplier is not the owner of the intellectual property rights in the products and is unable to acquire or transfer to Buyer the right to market the products further, Supplier shall immediately notify Buyer about this.

Supplier shall, with great care – as in its own affairs, at its own expense, defend and relieve Buyer of responsibility for any obligations, lawsuits, damages, losses, expenses and costs, including any court fees claimed or brought against Buyer by third parties on the basis of actual or potential infringement of the intellectual property rights of any third party.

Buyer reserves the right to terminate the Contract or agreement immediately if Supplier loses the right to market the products or in the event of violation of the intellectual property rights of a third party. Supplier shall be liable, at its sole expense, for the return of any stock of the infringing products and shall reimburse Buyer for any potential resulting damage.

Termination of the contractual relationship

In the event of non-substantial violations by Supplier and if Supplier fails to remedy the violations within fifteen (15) days of receipt of Buyer’s notification or call for the elimination of violations, Buyer shall terminate the Contract or the agreement with immediate effect (i.e. without a period of notice).

In the event of substantial violations by Supplier, Buyer shall terminate the Contract or agreement with immediate effect (i.e. without a period of notice) and without a prior notice or call for the elimination of violations. In particular, the following shall be considered to be significant violations:

• if Supplier is more than seven days late in fulfilling its obligations;
• if Supplier suspends performance of its obligations without obtaining Buyer’s written consent, or if Supplier fails to meet the quality agreed in the Contract and is unable to restore it even within a subsequent period specified by Buyer;
• if the extension of deadlines, due to force majeure, lasts more than 35 days;
• if Supplier fails to inform Buyer of circumstances which affect or which may affect the proper and timely performance of its obligations;
• if Supplier is in breach of the agreed, specified obligations and fails to provide the insurance referred to in the “Liability and Insurance” section of these Purchasing Conditions,
• if Supplier fails to operate in accordance with national and international laws or fails to comply with all applicable laws and regulations relating to the prevention of corruption, bribery, blackmailing and illegal commissions, or fails to observe the principle of fair competition;
• if Supplier violates any of the principles set out in Supplier Sustainability Charter,
• if Supplier is subject to bankruptcy or liquidation proceedings or compulsory debt enforcement proceedings;
• if, according to Buyer’s assessment, Supplier becomes insolvent, even if the insolvency has not been established by a court decision, or if there are other grounds on which Buyer may reasonably conclude that Supplier will be unable to meet its obligations;
• if Supplier terminates its business operations;
• if Supplier has been subject to a court order for payment of debts, and consequently its bank accounts have been blocked for more than three days;
• if, according to Buyer’s assessment, there is adverse development in Supplier’s economic, legal or personnel situation or if other such circumstances arise which may place Buyer in a significantly less favourable position or which would seriously undermine Buyer’s trust in Supplier or its ability to perform its obligations or which may in any way jeopardise, impede or render impossible the performance of Supplier’s obligations.

Contract termination shall not affect Buyer’s right to claim damages for non-performance or inadequate performance of Supplier’s obligations.

In the case of a permanent legal transaction, Buyer has the right to terminate the Contract by giving a three-month notice period.

Final provisions

The law of the Republic of Slovenia shall apply for the assessment of the contractual relationship. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980 shall be excluded.

The two Parties shall strive to resolve any disputes arising in connection with this Agreement amicably. If an amicable solution is not possible, disputes shall be settled by the competent court in Ljubljana. Notwithstanding the foregoing, the Buyer shall be entitled to bring an action and enforce his claims against the Supplier before the competent court at the registered seat of the Supplier or any other court competent according to the rules valid at the Supplier’s registered seat.

Anything not provided for in the General Purchasing Terms and Conditions and the purchase order or the Agreement shall be subject to the provisions of the Code of Obligations and the most recent Incoterms in force.

All amendments and additions to the Contract shall be made in writing.

If one or more of the provisions of these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall not be affected. The Parties shall replace the invalid provision with a valid one that, in economic terms, comes closest to the original intention of the two Parties.