General Terms of Delivery and Payment (B2B)

1. Scope, Order of Precedence, Purchase Terms Rejection

1.1. These General Terms (GTDP) apply to all offers, order confirmations (OC), deliveries and services of Mega‑Metal d.o.o. (Supplier) to business customers (Buyer). They also apply to future transactions.
1.2. Purchase terms rejection: Buyer’s purchasing terms shall not apply, even if not expressly rejected again. Conflicting clauses are deemed not agreed; statutory law applies instead.
1.3. Order of precedence: (i) individually agreed terms in the OC, (ii) these GTDP, (iii) statutory law. Amendments require written form.

2. Offer, Contract, Documents

2.1. Offers are non‑binding. A contract is concluded only upon written OC issued by the Supplier. The OC prevails.
2.2. Drawings, 3D models, calculations and other documentation remain the Supplier’s intellectual property and may not be disclosed or used without prior written consent.

3. Prices, Payment, Securities

3.1. Unless agreed otherwise, prices are CPT – named place of destination as per OC (Incoterms® 2020), plus VAT, packaging, freight, insurance, duties.
3.2. Payment term: 30 days net from invoice date. Early‑payment discounts only if expressly agreed.
3.3. In case of default, statutory default interest and a EUR 40 collection fee apply. The Supplier may withhold further deliveries and demand prepayment/securities.
3.4. Buyer may set off or retain only with undisputed or finally adjudicated claims.

4. Delivery, Transfer of Risk, Partial Deliveries

4.1. Delivery as per OC and agreed Incoterm. Under CPT, risk passes to the Buyer upon handover to the first carrier; in case of agreed acceptance, upon acceptance.
4.2. Partial deliveries are permissible if reasonable.
4.3. Packaging/load carriers are charged; return only as agreed.

5. Delivery Times, Force Majeure

5.1. Delivery times are non‑binding unless expressly confirmed as binding.
5.2. In events of force majeure (incl. upstream supply failures, material/energy shortages, epidemics, strikes, governmental acts), periods are suspended and reasonably extended; Buyer will be informed.

6. Inspection, Notice of Defects, Remedy

6.1. Buyer shall inspect goods without undue delay and notify any apparent defects in 7 calendar days in writing; hidden defects within 7 days after discovery.
6.2. In case of justified claims, Supplier will, at its option, repair or replace. If this fails, Buyer may reduce the price or – limited to the affected part – rescind.
6.3. Warranty period: 12 months from transfer of risk to the extent permitted by law (normal wear excluded).

7. Retention of Title – Key Provision

7.1. Simple and extended retention of title: Goods remain the Supplier’s property until full payment of all present and future receivables from the business relationship (current account reservation).
7.2. Processing/Manufacturing (§ 950 BGB): Any processing is performed for the Supplier; the Supplier is deemed manufacturer and acquires ownership of the new goods; if processed with third‑party goods, Supplier acquires co‑ownership proportionally.
7.3. Combination/Mixing (§§ 946–948 BGB): In case of combination/mixing, Supplier acquires co‑ownership proportionally; Buyer stores such goods free of charge for the Supplier.
7.4. Advance assignment (prolonged retention): Buyer is revocably authorised to resell in the ordinary course of business. Buyer hereby assigns to Supplier all receivables from the resale (also after processing/combination) up to the amount of the invoice value of the retained goods; Supplier accepts. The same applies to substitute claims (insurance, tort, etc.). Buyer remains authorised to collect; this authorisation may be revoked in case of default or deterioration of assets.
7.5. Security/Factoring: Pledge, transfer by way of security or assignment to third parties (incl. factoring) is prohibited while retention applies, unless approved in writing. In case of true factoring, Supplier’s purchase price claim becomes immediately due.
7.6. Buyer’s duties: Proper storage, labelling and insurance of retained goods at replacement value (fire, theft, water). Buyer must notify any third‑party access without delay; intervention costs borne by Buyer.
7.7. Withdrawal & surrender: In case of default, material breach or insolvency, Supplier may withdraw and request surrender of retained goods; Buyer grants access to its premises. Taking back does not constitute withdrawal unless expressly stated. Supplier may, after notice, sell by private sale; proceeds minus reasonable costs will be credited.
7.8. Cross‑border adaptation: For deliveries outside Germany, this clause applies to the extent permitted by the applicable local law and shall be adapted to achieve equivalent security. Buyer shall cooperate with any required formalities (registrations, declarations).

8. Liability

8.1. Supplier is liable for intent and gross negligence; for simple negligence only for material contractual duties, limited to the foreseeable typical damage; exclusions do not apply to injury of life, body, health or mandatory liability (e.g., product liability).
8.2. Aggregate liability is, to the extent permitted by law, limited to the order value.

9. Tools, Buyer‑Supplied Material, IP

9.1. Tools/fixtures made or charged by Supplier remain Supplier’s property; physical hand‑over is not owed.
9.2. Buyer‑supplied material is processed at Buyer’s risk; Supplier is not liable for defects stemming from Buyer’s specifications/material.
9.3. Buyer shall indemnify Supplier against third‑party IP infringements arising from Buyer’s documents/specifications.

10. Cancellation / Change

10.1. Cancellation after OC obliges Buyer to reimburse costs (material, labour, external services) plus reasonable lost profit; for custom products up to 100% of the order value.

11. Export Control, Compliance

11.1. Both parties comply with export/sanctions regulations. Supplier may suspend delivery in case of compliance risks.

12. Law, Venue, Language

12.1. German law governs retention‑of‑title and security arrangements; otherwise, unless agreed, Slovenian law applies; UN Sales Convention (CISG) excluded.
12.2. Venue: Maribor (Slovenia); alternatively for retention‑of‑title/surrender claims, the venue at Buyer’s seat or the location of the goods.
12.3. Contract language is German or English; in case of discrepancies, the German version prevails.