valid from 16/09/2019
general purchase conditions (henceforth: General conditions) shall be valid for
all transactions concluded by the Impol Group (henceforth: Ordering party) with
suppliers, contractors or vendors (henceforth: Suppliers) for the purchase of
equipment, material, products or services (henceforth: Goods or Service). The
present General conditions are an integral part of all transactions concluded
between the Ordering party and the Supplier. In case of deviations between
these General conditions and the provisions in the contract, the provisions in
the contracts shall apply.
General conditions shall have precedence over eventual general and special
conditions of the Supplier or they shall exclude them. The general and special
conditions of the Supplier shall bind the Ordering party only in case of
express written agreement.
The Supplier may
at any time view the General conditions on the Ordering party's website: www.impol.si.
conclusion and amendment:
their amendments shall be concluded in written form. The Ordering party shall
confirm eventual oral agreements in written form, otherwise they shall not
shall be liable to confirm in writing the Ordering party's order within 7 days
from its receipt. Should the Supplier fail to do so in the specified period of
time, the Ordering party shall have the right to cancel the order in the
subsequent 7 days, otherwise the order shall be deemed as accepted, even though
the Supplier failed to confirm it in writing.
indicated in each individual transaction are fixed and binding, and they may be
not modified without the Ordering party's written consent. In case of aluminium
supply, the prices shall be set in accordance with agreement and it shall be
sufficient that the contract defines only the formula for setting or
calculating the price and not the final price.
If not otherwise
agreed by an individual transaction or contract, the price under the DDP clause
(Incoterms 2010) shall apply.
date and contractual penalty:
date shall be specified with each individual transaction or contract. The
delivery date shall be binding and may be amended only by the Ordering party’s
In case that the
Supplier is unable to deliver the Goods in the agreed period of time due to
force majeure, the Supplier shall offer the Ordering party a new delivery date.
If the new delivery date is not convenient to the Ordering party, the Ordering
party shall reserve the right to partially or entirely cancel the order and
request the reimbursement of the costs and damage that may be incurred.
of the ordered Goods shall be allowed only with a prior written consent by the
Supplier be late in delivering the Goods, the Ordering party shall have the
right at its own discretion to withdraw from the contract without notice or to
charge the Supplier a contractual penalty amounting to 0.5% of the contract
value for each started calendar day of delay, however, not more than 10% of the
final contract value. If the damage incurred by the Ordering party is greater
than the contractual penalty, the Ordering party shall also have the right to
request the difference up to the full compensation for damage.
In case of early
delivery, the Ordering party may refuse to accept the Goods.
deviate from the contractually agreed volume by no more than +/-2% of the
contractually agreed volume.
takeover of Goods:
party (excluding Rondal d. o. o.) shall carry out the acceptance of the Goods
at its headquarters from Monday to Thursday, between 6.00 and 15.00, and
between 6.00 and 13.00 every Friday. Rondal d. o. o. shall carry out the
acceptance of Goods at its headquarters every day from 6.00 to 14.00.
Goods may not be
accepted on Saturdays, Sundays and during holidays. A written consent must be
obtained from the Ordering party for every deviation from the days indicated
and/or goods must be ecologically sound in accordance with the standards for
which the supplier shall obtain a relevant statement of
compliance. Packaging must not contain heavy metals and dangerous
substances, and the concentrations of lead, cadmium, mercury, and hexavalent
chromium in the packaging or in the packaging material must not exceed 0.01%
At the request
of the Ordering party, the Supplier shall be liable to draw up and present a
packaging and labelling proposal which the Ordering party shall confirm before
deliveries being carried out. The Supplier shall pack and label the Goods in a
professional manner, unless otherwise requested by the Ordering party. The
Supplier shall be entirely liable for damage to the Goods and for incorrect or
The Goods shall
be accompanied at all times by a delivery note signed by the Supplier and the
manufacturer's attestation in case of delivery of raw material and material for
the use of which chemical composition is of key importance. In case that
additional documentation or samples are required for each individual
transaction, these shall have to be handed over with the Goods upon their
and payment conditions:
be carried out after each individual transaction. Each invoice shall be issued
in accordance with the conditions of each individual transaction and shall be
accompanied by a delivery note signed by the Ordering party’s responsible
person accepting the Goods/Service. In case of partial deliveries, the entire
invoice may be issued after the last partial delivery being carried out.
The invoice must
bear the order number.
In case that the
invoice sent to the Ordering party by the Supplier is incomplete or incorrect,
the Ordering party may reject it or may request a new one to be issued, and the
Supplier shall not have the right to charge the Ordering party any interests on
late payment for such rejected invoice.
assignment, assignment of claims, multilateral offset or other similar payment
method shall also count as an ordinary payment method.
implementation – transfer of risk:
takeover of Goods and transfer of risk depend on the agreed parity (Incoterms
2010) in the transaction.
If not otherwise
agreed in each individual transaction, it shall be deemed that the delivery
location is the Ordering party’s warehouse according to the DDP parity
(Incoterms 2010). As an exception, Goods may be accepted at another location,
of which the Ordering party shall inform the Supplier by prior written
guarantees the quality of the ordered Goods. The Supplier shall also
guarantee that all the supplied Goods and its parts are original and shall be
liable to deliver the ordered Goods in accordance with the contract and all the
attached documentation (particularly plans and technical description of the
Goods), and in accordance with international, national and technical standards.
The Goods shall have the regular characteristics and the characteristics for
which the parties specifically agreed upon, and shall correspond to the
standard characteristics of the Supplier’s Goods. If the Supplier is aware of
the purpose for which the Ordering party shall use the Goods, it shall also
have the characteristics for the known use.
shall not make any amendments to the Goods or Product without prior written
consent of the Ordering party.
shall set up a system for identifying non-compliant Products or Goods, namely
by not supplying to the Ordering party the Products/Goods that fail to meet the
quality requirements of the Ordering party. The Suppliers shall set up a system
for managing documents, namely by ensuring the use of the most recent
applicable technical specifications of the Ordering party.
shall ensure that its employees are aware of their responsibilities regarding
the quality and compliance of the Goods/Service.
announcement, the Ordering party may carry out an inspection and assessment at
the Supplier in order to ascertain if all the conditions referred to in the
technical documentation (PTP) are met. Should any inconsistencies be
established during such inspection at the Supplier and the Supplier fails to
remedy them even after being warned by the Ordering party, the latter may
withdraw from the contract.
In case of established
inconsistencies of the supplied Product/Goods, the Supplier must fill in the
“8D report” and immediately or in the agreed period of time implement
corrective measures in order to remedy the non-compliance.
In order to
ensure quality, the Supplier shall also maintain a tracking system from raw
material to product.
with regard to volume and quality:
party undertakes to issue a complaint with regard to the volume immediately
after takeover, however, not later than within 5 working days after acceptance,
and shall issue a complaint with regard to quality immediately after defect was
noticed, however, not later than within 6 months after acceptance. The
Supplier shall address any defect after receiving the complaint within 30 days
after receiving the complaint or in the shortest time possible, if specifically
agreed upon between the Supplier and the Ordering party, and undertakes to
reimburse the Ordering party all the damage incurred (e.g. costs of suspension
of production, damaged products, etc.). All costs relating to the complaint, in
particular costs of returning the Goods to the Supplier, the costs of
addressing the complaint, the verifications and tests, and the costs of
delivering suitable Goods shall be borne by the Supplier.
In case of the
Supplier's inactivity or in emergency cases, the Ordering party shall have the
right to rectify the deficiencies itself or with the assistance of a third
party. The Supplier shall bear all costs related to this in their
Compliance with the legislation
shall guarantee that the Goods supplied or Service provided comply with all the
legal requirements governing the quality and safety of the Goods/Service.
guarantees that it operates ethically and recognises the meaning of fairness
and integrity in conducting business. In conducting business the Supplier
observes the provisions of the Code of Conduct for suppliers of the Impol Group
and reasonably observes the provisions of the Code of Business Conduct and the
Policies of the Impol Group, which are accessible at www.impol.si.
guarantees that it observes all statutory regulations, including competition
guarantees that in conducting business it does not allow for any corruption and
bribing or any other illegal practices to occur in the area of its business
operations. In conducting its operations the Supplier shall not request,
receive, offer or assign any undue benefit, if it is contrary to the moral
norms, or any other advantages.
With regard to
the collection and processing of personal data, the Supplier shall operate in
accordance with the relevant legislation in the area of protection of personal
data, where applicable, in accordance with the REGULATION (EU) 2016/679 OF THE
EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 27/04/2016 concerning the
protection of individuals with regard to the processing of personal data and on
the free movement of such data and the repeal of Directive 95/46/EC (GDPR)
with the purpose of protecting the privacy of individuals.
shall observe all applicable social, labour and and legal regulations,
including international standards in the area of labour and the Universal
Declaration of Human Rights, and shall not avoid safeguarding employees' rights
by concluding different forms of work which represent disguised employment,
particularly the Supplier shall:
- ensure that its employees and
candidates for employment are protected against discrimination, sexual and
other types of harassment and mobbing in the workplace;
- ensure that the entering and
exiting employment is voluntary and shall not avail itself of any form of
forced labour and child labour;
- respect the right to trade
union freedom and collective negotiation;
- ensure payment to its employees
for the performed work in accordance with the international standards,
applicable legislation and collective agreements;
- ensure that working hours of
employees are compliant with the international standards applicable legislation
and collective agreements;
- ensure hygienic working
- ensure a safe and healthy
working environment for its employees, contractors and visitors and shall adopt
all measures necessary for the safety and health at work in accordance with the
applicable legislation and relevant standards;
- act in a socially responsible
undertakes to reduce the impact of its products and services on the environment
throughout their entire life cycle.
Supplier undertakes to use sources responsibly with the intention of preserving
nature and the environment in accordance with the principle of the rights of
future generations and shall observe the applicable legislation and relevant
standards in the area of environmental protection.
from the contract:
In case the
Supplier withdraws from the contract without fault reasons on the Ordering
party’s side and the reason for the withdrawal from the contract is not force
majeure (bankruptcy, natural catastrophes), the Supplier shall be liable to
reimburse the Ordering party all the costs of the buy-in. In case of withdrawal
from the contract for the supply of aluminium, the Supplier shall also have to
reimburse the Ordering party the difference between the contractual LME price
and the market LME price on the date of the withdrawal from the contract, if on
the date of the withdrawal from the contract this price is higher than the
contractual LME price.
Supplier shall also be liable to reimburse the Ordering party all the damage
incurred by the Ordering party due to the withdrawal from the contract.
party may withdraw from the contract without notice in the following cases:
the Supplier is late with supplying the Goods;
the delivered Goods have not the agreed upon quality or has material defects
and the Supplier fails to correct them within 30 days after receiving the
complaint or in a shorter period of time, specifically agreed upon between the
Ordering party and the Supplier;
it is evident that the Supplier shall not be able to fulfil its obligations in
of contract and assignment of claims:
shall have the right to transfer or assign the transaction and/or any right, including
the claims and obligations under the transaction, to a third party only if it
obtains the Ordering party's prior written consent.
labour conditions for services:
Works may begin
only after prior agreement with the responsible process manager of the Ordering
party. The Contractor shall be liable to comply with the legislation in the
country of the Ordering party’s headquarters and with all the instructions
received from the Ordering party. Works may be carried out only by qualified employees
of the Contractor or suitably qualified subcontractors.
and safety at work:
providing the service shall be responsible for the safety and health at work of
the employees working for the Contractor on any basis. The Contractor
undertakes to respect the principles of safe work and use the appropriate means
of protection. The Contractor shall suitably secure and mark the working area.
When carrying out work at an altitude, the Contractor shall prevent persons
from moving under the working area, appropriately secure and mark the area and
ensure safe lifting and transferring of loads. After completion of the works,
the Contractor shall remove all the markings, clean the area, install
functional security devices and safeguards, and close and lock the doors of the
switching devices in case of operating the electrical devices. In case
work is being carried out by the Contractor at the joint worksite, the
Contractor shall together with other contractors at the joint worksite sign a
Written agreement on the joint precautions to ensure safety and health at work
at the joint working site, the proposal of which is published on the website www.impol.si.
The Supplier ensures
that the delivered Goods comply with all the regulations in the field of
environmental protection and health, which are applicable in the EU and
shall be liable for the payment of compensation for possible damage that the
Ordering party would incur due to ecologically questionable delivered goods or
due to inappropriate or unsuitable packaging.
undertakes to observe the requirements of the REGULATION (EC) 1907/2006 OF THE
EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 18/12/2006 concerning the
Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH),
and of the REGULATION (EC) 1272/2006 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL dated 16/12/2008 on classification, labelling and packaging of substances
and mixtures. amending and repealing Directives 67/548/EEC and 1999/45/EC, and
amending Regulation (EC) 1907/2006 (CLP Regulation). The Supplier undertakes to
submit to the Ordering party the safety data sheet in the Slovenian language,
issued in accordance with the REACH Regulation and CLP Regulation, upon each
first delivery and upon each eventual modification, where applicable.
Furthermore, the Supplier also undertakes to submit to the Ordering party a
technical data sheet or technical instruction in the Slovenian language,
containing information on the use and preparation of the delivered hazardous
substance or chemical substance, upon each first delivery of a hazardous
substance and upon each eventual modification. The Supplier undertakes to
register in advance, where necessary, all chemicals or chemical substances.
ensures that the supplied goods do not contain conflict minerals – gold,
cassiterite, coltan, and wolframite – originating from conflicted-affected
areas and high-risk areas.
shall collect and dispose of all the waste generated in carrying out the
works in accordance with the applicable legislation.
prohibited to discharge polluted water into the drains and must be treated
the same as other waste.
shall be liable to use hazardous substance in a safe manner and prevent
property and professional secrecy:
shall be liable to protect the Ordering party from third party claims,
pursued in relation to the subject of the order delivered by the Supplier,
due to the infringement of the industrial property rights (patent, model,
license, trademark) and shall protect its interest in a possible dispute and
reimburse all the incurred damage (costs before litigation, litigation costs,
obligation to pay the reimbursement to be paid by the Ordering party, etc.).
The Supplier shall be liable to protect all the information and documents
submitted by the Ordering party in order to execute the transaction as
professional secrecy. All the documentation (drawings, technical
documentation, plans, including models and samples, templates, etc.) received
by the Supplier from the Ordering party shall remain the property of the
Ordering party. At the Ordering party’s request, the Supplier shall be
obliged to return the above documentation to the Ordering party. It shall be
prohibited to submit or distribute the above documentation and may be used
only for purposes of realising the agreed transaction. In addition to these
General purchase conditions, the Confidential Information Protection
Agreement shall also apply in order to protect professional secrecy. In case
of inconsistencies between general conditions and the agreement, the
provisions of the latter shall apply.
shall be liable to keep all the documentation in relation to the transaction
with the Ordering party and in relation to the Goods supplied to the Ordering
party for another 25 years from the supply of the Goods, (unless specifically
undertakes to transfer all the requirements and obligations, stemming from
these General conditions and legal transaction, concluded between the
Supplier and the Ordering party, to its subcontractors.
and competent court:
contracting parties (Ordering party and Supplier) shall settle all eventual
disputes by mutual agreement. If they fail to do so, the competent court in
the country of the Ordering party's headquarters shall resolve the
with an international element the law, which is relevant for regulating the
relationship between the Ordering party and the Supplier, is the law of the
country in which the Ordering party has its headquarters, whereby the
application of the provisions of the international private law and the
provisions of the UN Convention on contracts on the international sale of
goods (Vienna Convention on the International Sale of Goods – CISG) shall be
invalidity of an individual provision of the General conditions or transactions
shall not impact the validity of the remaining provisions of these General
conditions and/or transactions in which these General conditions are included.
conditions are written in the Slovenian, Croatian, Serbian and English
language. In case of ambiguity or inconsistency, the General conditions in the
Slovenian language shall apply for explanation and interpretation.
conditions and each amendment shall begin to apply on the date of publication
on the Ordering party’s website – www.impol.si. The General conditions shall be
valid for an undetermined period of time or until their amendment. The Supplier
shall be liable to verify the validity of the General conditions and monitor
their eventual amendments on the Ordering party’s website before concluding the
publication on the website: 09/10/2019