GENERAL PURCHASING TERMS AND CONDITIONS
STRiX eMotors d.o.o.
1. GENERAL
1.1. These General Purchasing Terms and Conditions apply to all purchases made by STRiX eMotors d.o.o., Miklavška cesta 64, 2311 Hoče (hereinafter: the Buyer or Customer) from Suppliers of goods, materials, and services.
1.2. These General Terms and Conditions of Purchase apply to all contractual relationships between the Buyer and the Supplier, unless the Buyer and Supplier have explicitly agreed different terms concerning specific rights and obligations.
1.3. Only written agreements shall be deemed valid. Written form shall also include communication via appropriate electronic means, such as e-mail.
1.4. If the Buyer and the Supplier agree upon specific rights and obligations that deviate from these General Purchasing Terms and Conditions, such deviation shall not affect the validity or applicability of the remaining provisions.
1.5. The Buyer’s General Purchasing Terms and Conditions shall prevail over any of the Supplier’s general terms and conditions, unless expressly agreed otherwise in writing.
1.6. The Supplier shall confirm the order in writing to the Buyer within one (1) business day. If the Supplier fails to reject the order within the agreed timeframe, the order shall be deemed accepted.
2. QUALITY
2.1. The Supplier shall bear full responsibility for the quality of the delivered goods, materials, and services, including the technical quality of the products, packaging, and compliance of the delivered products with the accompanying documentation.
2.2. The delivered products must comply with the specifications, technical drawings, and all other documentation provided to the Supplier.
2.3. The Supplier must obtain written confirmation of the samples from the Buyer prior to the first delivery. The conditions under Clause 2.2 of these General Purchasing Terms and Conditions must be fulfilled. The Supplier shall provide the Buyer with an inspection report for the first samples. The series order shall only be confirmed once the Buyer has approved the suitability of the initial samples.
2.4. Quality requirements and applicable standards shall be defined in the contract or purchase order. If quality is not specifically defined, the acceptability of the delivered goods shall be assessed based on the following criteria:
– national or international standards recognised by domestic law,
– internal standards and technical or other specifications of manufacturers or suppliers (for non-standard materials and products),
– internal technical specifications of end users or customers,
– applicable technical regulations relevant to the regulated field.
2.5. If the delivered materials contain any substances regulated under REACH or RoHS legislation, the Supplier shall inform the Buyer without delay.
2.6. The Supplier is obligated to provide the Buyer with appropriate material certificates prior to each delivery. These certificates shall contain information on the chemical and mechanical properties of the delivered products, goods, semi-finished products, and materials. In the case of a batch traceability requirement, the certificates must clearly indicate the batch to which each semi-finished product belongs. If serial traceability is required, the Supplier shall provide the Buyer with the serial numbers of individual semi-finished products prior to delivery. If the Supplier fails to provide this information on time, or if the information is incomplete or incorrect, the Buyer reserves the right to reject the delivery. In such cases, the Supplier shall bear all costs related to the return and re-delivery.
2.7. If required, the Supplier shall cooperate with the Buyer in the development of the product.
2.8. The Supplier may not make any changes to the product design, material, production process, production site layout, logistics flow, or subcontractors without the prior written consent of the Buyer. The Supplier must maintain a system of continuous improvement. Each such change requires a repetition of the sampling and approval process.
2.9. In the event of product quality issues, the Supplier shall respond to the Buyer within 24 hours. An initial root cause analysis and immediate corrective actions must be submitted within 72 hours, and a final report shall be provided within 8 days, or after the completion of all corrective activities.
2.10. In the event of major quality issues, a representative of the Buyer shall be granted access to all relevant production facilities of the Supplier, during the Supplier’s working hours, for the purpose of process inspection.
2.11. The Supplier shall archive all required documentation and quality records. “Project Documentation” shall be retained for one (1) year after the Buyer notifies the Supplier that the product series and service have been discontinued. “Quality Records” shall be retained for a minimum of three (3) years from the date of delivery.
2.12. In the event that a non-conformity is found on the product that cannot be remedied by repair, the product shall be destroyed at the Supplier’s premises in the presence of the Buyer or the Buyer’s authorized representative. The Supplier is obliged to notify the Buyer in a timely manner of the date of destruction and to allow the Buyer to be present during the procedure.
3. COMPLIANCE
3.1. The Supplier shall provide the Buyer with Declarations of Conformity in accordance with: the RoHS Directive on the restriction of the use of certain hazardous substances, Safety Data Sheets (SDS), and Technical Data Sheets (TDS) for all chemicals. The Supplier is obligated to provide the most recent valid version of the Declaration of Conformity and the Safety Data Sheet immediately upon any change.
3.2. The Supplier is obligated to provide the Buyer with a valid Certificate of Origin for the goods. In the event of any change affecting the origin, the Supplier must promptly provide an updated version of the Certificate.
3.3. The Supplier shall also provide the Buyer with an EN 10204 certificate, type 3.1 or 3.2, if the material is of a type for which such certification is applicable or can be obtained.
3.4. The Supplier undertakes to provide the Buyer with measurement protocols where required by the technical specifications.
3.5. The Supplier shall submit the measurement protocols and certificates to the Buyer prior to each delivery, by email to: [email protected]. Each file must be named using the following format: [Order Number][Product Name][Protocol/Certificate Number]_[Date]
4. DELIVERY
4.1. The Supplier undertakes to package the goods or materials in a technically appropriate manner that ensures optimal protection and supports efficient logistics. If the packaging specifications are agreed upon between the Buyer and the Supplier, the Supplier is obligated to deliver the goods or materials in the agreed packaging. The parties shall also agree in advance whether the packaging is returnable or disposable.
4.2. The Supplier shall reimburse the Buyer for any damage to the goods or materials caused by inadequate or improper packaging.
4.3. Each delivery must be accompanied by a shipping document containing the following information:
- date of shipment,
- Buyer’s and Supplier’s company names and addresses,
- tax identification numbers,
- Buyer’s purchase order or call-off number, and
- Buyer’s material code.
4.4. The Supplier shall include with each delivery all documentation required by the order, or otherwise agreed upon between the Buyer and the Supplier.
4.5. Delivery terms are defined as DAP (Delivered at Place) to STRiX eMotors d.o.o., Miklavška cesta 64, 2311 Hoče, in accordance with Incoterms® 2020. Deliveries shall take place from Monday to Friday between 07:00 and 14:00.
4.6. Partial deliveries or deliveries that deviate from the order or contract shall only be permitted with the Buyer’s prior written consent.
4.7. The Supplier must immediately notify the Buyer of any expected or actual delay in delivery.
4.8. Until the goods or materials are delivered in accordance with the agreed Incoterms, the Supplier shall bear all delivery-related costs and remains liable for any accidental loss or damage, unless otherwise agreed between the parties.
4.9. The Supplier is obligated to ensure the traceability of the delivered goods or materials by providing appropriate documentation.
4.10. The Buyer reserves the right to postpone delivery in the event of operational disruptions or force majeure affecting its operations.
4.11. In the event of a delay in delivery, the Buyer shall be entitled to a contractual penalty of 0.2% of the order value for each calendar day of delay, up to a maximum of 10% of the total value of the delayed goods or materials.
4.12. The Supplier shall compensate the Buyer for all damages incurred due to the delayed delivery, including any direct or consequential losses, in accordance with applicable law.
4.13. For goods that require certification under applicable regulations, the Supplier must provide valid certificates and ensure that the goods and their packaging are labelled in accordance with the relevant certification standards.
5. ACCEPTANCE: QUALITY AND QUANTITY
5.1. The acceptance of goods shall take place at the Buyer’s warehouse. The Supplier must ensure 100% quality, and full compliance with the agreed quantity and delivery schedule. The signature of the delivery note shall be considered confirmation of receipt in terms of quantity only. Any non-conforming or incomplete deliveries shall be returned to the Supplier. The Buyer reserves the right to demand replacement of non-conforming goods, which shall be invoiced under the same terms and conditions as the original order.
5.2. The quality acceptance shall be carried out within 10 (ten) working days from the delivery date and shall be considered the final acceptance, upon which the Supplier shall be notified. This provision does not apply to hidden defects, which may be discovered during production or product use.
5.3. The Buyer reserves the right to perform random inspections of quantities, accompanying documentation, packaging condition, and product labelling. In case of non-conformity, the Buyer shall notify the Supplier and may charge the Supplier for the related costs. For any quantity deviation, the Buyer shall issue a formal complaint and debit the Supplier accordingly.
5.4. If the delivered goods or services do not meet the required quality standards, the Buyer reserves the right to charge the Supplier for all costs incurred in rectifying the non-conformity. Such costs include a flat-rate fee upon issuing the complaint, as well as actual costs related to the quality issue (e.g. production stoppage, sorting, rework, etc.), which will be invoiced based on the actual expenses incurred.
6. PRICES
6.1. Prices shall be agreed and confirmed in writing between the Buyer and the Supplier and may not be changed unilaterally by either party.
6.2. The Supplier shall provide the Buyer with a valid price list or a formal offer for the ordered materials, goods, or services. All prices shall include the cost of packaging.
6.3. In the event of cooperation based on a price list, the Supplier must submit any updated price list to the Buyer at least 60 (sixty) days prior to its intended effective date.
6.4. Prices shall be determined on a DAP basis (Delivered at Place) to STRiX eMotors d.o.o., in accordance with Incoterms® 2020, unless explicitly agreed otherwise in writing by both parties.
7. METHOD AND TERM OF PAYMENT
7.1. The Supplier shall send invoices to the e-mail address: [email protected] or to the address specified in the order.
7.2. The invoice must contain the invoice date, details of both the Buyer and the Supplier (company name, address, tax identification number), the Buyer’s order number, and the Buyer’s material code.
7.3. The standard payment term is 60 (sixty) days, unless otherwise agreed in writing between the Buyer and the Supplier.
7.4. The payment period shall begin upon receipt of a properly issued invoice, but not earlier than the first working day following proper delivery, except in the case of an advance payment invoice.
7.5. Payment of the invoice by the Buyer shall not be deemed as an acknowledgment that the goods or materials were delivered, or the service performed, free of defects. The Supplier remains liable for all costs and damages arising from any defects.
7.6. The Supplier may not assign or transfer any claims against the Buyer to third parties without the Buyer’s prior written consent.
8. OWNERSHIP OF MATERIAL, TOOLS AND MEASURING EQUIPMENT
8.1. The Buyer retains full ownership rights to the material when the Supplier performs services on the Buyer’s material. Ownership rights shall never transfer to the Supplier.
8.2. The Supplier shall be liable to the Buyer for any damage caused to the Buyer’s material during storage or while performing services on the Buyer’s material.
8.3. Any tools, moulds, or measuring equipment ordered by the Supplier or third parties on behalf of the Buyer, or provided or financed by the Buyer, shall remain the exclusive property of the Buyer. The Supplier shall maintain and service such items with the duty of care of a diligent professional.
8.4. The Supplier shall keep accurate records of all maintenance and repair activities performed on the tools or measuring equipment. The Buyer reserves the right to inspect such items at any time at the Supplier’s premises.
8.5. The Supplier assumes full responsibility for any loss, damage, destruction, or theft of the tools, moulds, or measuring equipment, and shall bear all related costs.
9. CANCELLATION OF ORDERS
9.1. In the event of any breach of contractual obligations by the Supplier, particularly in cases of repeated delays or non-compliance with product quality requirements, the Buyer shall have the right to cancel the order (withdraw from the contract) by means of a written notice.
9.2. The written notice of cancellation shall not prejudice the Buyer’s right to claim damages. The Buyer may, at its discretion, include a specific claim for damages in the notice or reserve the right to assert such a claim separately.
10. PROTECTION OF BUSINESS SECRETS AND PERSONAL DATA
10.1. The Buyer and the Supplier agree to treat all information obtained through contractual documentation or otherwise arising from their contractual relationship as confidential business information, and to maintain its confidentiality even after the expiry or termination of the contractual relationship.
10.2. Neither party may disclose or use the information referred to in the previous paragraph for any purpose other than the fulfillment of rights and obligations under the contract, without the prior written consent of the other party.
10.3. In the course of cooperation with the Supplier, the Buyer does not grant the Supplier any license or rights relating to any patents, copyrights, trademarks, trade secrets, know-how, or other intellectual property, unless explicitly agreed otherwise in writing. All existing and future intellectual property rights related to confidential information disclosed by the Buyer shall remain the exclusive property of the Buyer. Any modifications, adaptations, or improvements made by the Supplier using the Buyer’s confidential information shall also be the sole property of the Buyer. The Supplier agrees not to acquire or attempt to acquire the Buyer’s trade secrets through reverse engineering, observation, disassembly, testing, or any similar means.
10.4. Upon termination of the business relationship, the Supplier shall return to the Buyer all technical documentation, tools, materials, and other equipment received from the Buyer within seven (7) days of termination.
10.5. Where personal data is processed for the purposes of contract performance, both the Buyer and the Supplier shall ensure full compliance with all applicable data protection laws and regulations, including Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR). Each party undertakes to implement appropriate technical and organizational measures to ensure the protection of personal data.
11. SUBCONTRACTOR
11.1. The Supplier undertakes to notify the Buyer in writing if the delivery of goods or the performance of services will be carried out by a subcontractor. In the event of a change of subcontractor, the Supplier must obtain the Buyer’s prior written consent for the selection of the new subcontractor.
11.2. The Supplier shall remain fully responsible for the performance of all obligations under the contract, regardless of any subcontracting. The Supplier assumes full liability for the acts, omissions, and performance of any subcontractor as if they were its own, including for any defects, delays, or non-fulfilment of contractual obligations resulting from the subcontractor’s work.
12. RESOLUTION OF DISPUTES
Any disagreements or disputes arising between the Buyer and the Supplier shall be resolved amicably. If an amicable resolution is not reached within thirty (30) days of written notification of the dispute, the dispute shall be submitted to the competent court in Ljubljana, Slovenia. These General Purchase Terms and all contracts concluded between the Buyer and the Supplier shall be governed exclusively by the laws of the Republic of Slovenia, with the express exclusion of: the rules of private international law, and the United Nations Convention on Contracts for the International Sale of Goods (CISG). All rights and obligations of the contracting parties that are not expressly regulated by the contract or these General Purchase Terms shall be governed by the relevant provisions of the applicable Slovenian legislation.
13. VALIDITY OF GENERAL PURCHASE TERMS
13.1. These General Terms and Conditions of Purchase apply to all relationships, unless the Buyer and the Supplier have expressly agreed otherwise in advance.
13.2. If any provision of these General Terms and Conditions of Purchase is found to be null or invalid, this shall not affect the other provisions of these General Terms and Conditions of Purchase. In this case, the Buyer and the Supplier shall replace the null or invalid provision with a new, valid provision in a special agreement, to achieve the originally intended purpose.
13.3. These General Terms and Conditions of Purchase are drafted in both Slovenian and English languages. In the event of any discrepancies or ambiguities in translation, the Slovenian version shall prevail and be considered the original.
13.4. The buyer reserves the right to change the provisions of these General Purchase Terms.
13.5. These General Purchase Terms are published on the website https://www.strix-evolution.com and are valid from 22.5.2025 onwards.