General Terms and Conditions of Sale, Delivery and Warranty

1. Area of Application

These General Terms and Conditions of Sale, Delivery and Warranty, (hereinafter "General Terms and Conditions"), shall apply to all deliveries of products (hereinafter: “products”) and services of TRM Filter d.o.o., Litijska cesta 261, 1261 Ljubljana – Dobrunje, Slovenia (hereinafter "TRM Filter") to the customer or customers of customers.

2. Conclusion of the Contract

The Contract is concluded on the date of TRM Filter’s sending a written order confirmation to the customer. All catalogues, brochures and publications online are not deemed invitations for the offer and are non-binding for TRM Filter. Orders that deviate from the specifications offered by TRM Filter or that contain additions or changes by the customer shall only take effect if they are expressly confirmed by TRM Filter through an order confirmation. Without consent in writing from TRM Filter, changes or supplements to these General Terms and Conditions or the Contract shall not apply. The use of any General Terms and Conditions of the customer is hereby expressly excluded.

3. Cancellation of the Contract

In the case of a cancellation of the Contract by the customer, the costs incurred to TRM Filter up to the time of the Contract's cancellation shall be invoiced. The same shall apply for all cost incurred to TRM Filter up to the time of change of the Contract if the change of the Contract is requested by the customer.

4. Scope of Delivery

The order confirmation of TRM Filter is definitive for the scope and execution of the delivery. Materials and services that are not specified in the order confirmation shall be charged separately.

5. Technical Documents

Technical documents that the customer acquired prior to issued order confirmation, such as drawings, descriptions, illustrations, weight information, etc. are approximately definitive and non-binding. The authorized versions of applicable technical documents shall be submitted to the customer with the order confirmation or upon delivery. TRM Filter reserves the right to make requisite changes of technical documents.

6. Prices

Unless otherwise expressly stated all price information represents a net amount in EUR, excluding the value-added tax (VAT). Standard packaging of products is included in the net price. All other costs such as special packaging (e.g. sea freight, hazardous goods), transport, express and cash-on-delivery costs or other necessary certificates, authorisations, permits, etc. shall be invoiced separately. Ancillary services rendered by TRM Filter, such as assembly, installation, etc., are also not included in the net price. Furthermore, TRM Filter may adjust the price if the scope of the agreed service or product, the material or the execution have been changed or if the customer subsequently requests an extension of the delivery period.

Orders for a gross price of less than 150,00 € will also be charged processing and packaging costs of 50,00 €.

All TRM Filter prices are in principle fixed prices, subject to possible changes as defined in Paragraph 1 of this Section 6. Additionally, the prices are subject to change if the difference between the Slovene monthly consumer price index (in Slovenian: mesečni indeks cen življenjskih potrebščin, as published by the Statistical Office of the Republic of Slovenia) as applicable in the calendar month of issuing the invoice and the Slovene monthly consumer price index as applicable in the calendar month of issuing order confirmation for the same product or service (base value) is more than 2,00 %. In case of increase of the monthly consumer price index for a certain % above 2,00 % the price on the invoice shall be increased for the same % (the total difference between the compared indexes). In case of decrease of the monthly consumer price index for a certain % above 2,00 %, the price on the invoice shall be decreased for the same % (the total difference between the compared indexes). Price decrease or increase shall be valid automatically and shall be reflected on the invoice.

7. Payment Conditions

Invoices from TRM Filter are, if not agreed otherwise, to be paid in full no later than 30 days after the date of the invoice. The invoice shall be issued upon delivery of goods, if not agreed otherwise. After the expiration of the payment deadline, the customer shall immediately owe TRM Filter a reminder fee of 50.00 € (as costs of issued reminder letter) and legal default interest if the default interest exceeds the amount of the reminder fee. If the customer is in default with any of payments, TRM Filter shall reserve the right to retain other deliveries (including replacement parts).

The customer is not entitled to offset claims of TRM Filter with counterclaims (also applicable for deliveries based on framework contracts), if not agreed otherwise.

8. Terms and Conditions of Delivery

All dates, deadlines and delivery periods are deemed non-binding if their binding character was not expressly agreed upon in writing. Delivery periods and deadlines agreed as binding expressly in writing have been observed if the delivery has been completed in the factory by its deadline. If TRM Filter is in delivery default, it is assumed that the customer will continue to insist on the delivery, unless expressed otherwise in writing. Damage compensation for late delivery or replacement purchasing is excluded.

If the order confirmation does not note otherwise, the deliveries shall be ex works Ljubljana (EXW = ex Works / Incoterms 2020).

9. Installation and use of TRM Filter Products

The commissioning and maintenance of TRM Filter products shall be undertaken exclusively by trained personnel certified by TRM Filter.
TRM Filter products must be used and installed in accordance with the requirements in the respectively valid and up-to-date technical data sheets and installation and operating manuals. TRM Filter does not assume liability and warranty for products that were not maintained by certified personnel.

10. Specifications

If not expressly agreed otherwise, the information published by TRM Filter in catalogues, brochures, websites, data sheets and operating manuals or other publications in text or picture form (e.g. copies or drawings) specifies the properties of the products delivered by TRM Filter and their possible uses non-bindingly and does further not represent any guarantee of durability or properties. The properties of the delivered products can also deviate in material, colour or form from the pictures or exhibited pieces. TRM Filter shall not assume any responsibility with regard to the suitability or compatibility of the products for an intended purpose. The specifications communicated by TRM Filter are only regarded as orientation guidelines. TRM Filter reserves the right to change the communicated specifications of the products or to deliver different, equivalent products from third-party suppliers in place of the ordered products.

11. Reservation of Title

Until complete settlement of all TRM Filter's claims against the customer, the delivered products remain the property of TRM Filter.

12. Transfer of Risk

Use of and risk related to the products is shifted to the customer with the transfer of the products to the carrier or upon collection by the customer. In case the customer is in delay with collection of products, risk related to the products is shifted to the customer with the beginning of the first day of delay.

13. Inspection Obligation

The products and services are to be checked by the customer for defects immediately after receipt. Any defects are to be reported in writing to TRM Filter within 8 workdays, otherwise the product or service is deemed to be approved. Concealed defects are to be reported in writing immediately after discovery, however no later than 6 months after receipt.

14. Warranty

TRM Filter warrants that the products supplied by TRM Filter shall exhibit the specifications explicitly listed on the respective data sheets submitted to the customer with the order confirmation or upon delivery. In case of various data sheets submitted to the customer, the last submitted version is valid.

The warranty does not include damage or default that results or is caused in product due to the fact that the customer or third parties in the scope of the customer's responsibilities:

a) use the products in areas that are not specified on the data sheets or in the assembly and operating manuals, particularly in airplanes and any other means of air transportation;

b) use the products without observing the statutory or regulatory requirements, or disregard TRM Filter's instructions (particularly with regard to assembly, installation, operating requirements) and the information on the data sheets or in the assembly and operating manuals;

c) defectively or carelessly assemble, handle, or install the products or do not execute this in accordance with the relevant state of technology or do not have the products installed or assembled by properly trained personnel;

d) make changes to or repair the products without prior consent in writing from TRM Filter;

e) cause wear to the products as a result of improper or inappropriate or excessive use;

f) store products improperly;

g) fall into arrears with the fulfilment of a contractual obligation with regard to TRM Filter;

h) in the case of corrosion damage of any kind;

i) damage for which customers or third parties are responsible;

j) in the case of defects as a result of exceptional operational circumstances, their alteration outside of TRM Filter's sphere of influence;

k) all indirect damage, particularly compensation claims for operational malfunctioning and structural changes, damage to other equipment not belonging to TRM Filter's delivery;

For action or the omission of action by the customer's agents, the customer shall be liable as if it were its own.

If written notification on the default is provided on time (within the warranty period), TRM Filter shall be obliged to replace the defective products with either the same or equivalent products, to repair them or have them repaired at its own cost or to issue the customer a credit note for the amount of the paid net price of the defective product. TRM Filter shall decide upon the measures to be taken. The ancillary costs incurred for the replacement delivery such as transport, etc. shall be borne by the customer in full. The warranty period for replaced parts is 12 months; in case the remaining warranty period for the whole device is more than 12 months, the warranty for the replaced parts expires with expiry of the warranty for the whole device. TRM Filter may demand that the customer replaces certain defective TRM Filter’s products or parts of products in customer’s system to prevent damage, whereby TRM Filter shall assume reasonable expenses of the customer that TRM Filter acknowledges in this connection.

Warranty applies only in relation to products that are accompanied by a Warranty Statement (hereinafter: “products that fall under warranty”). Warranty does not apply to products, delivery of which is not accompanied by a Warranty Statement.

Other terms of warranty, applicable for products that fall under warranty, are specified in the Warranty Statement submitted to the customer by TRM Filter.

This Section 13 applies for all products that fall under warranty, if not determined differently in writing by TRM Filter for a specific product or service, e.g. in the Warranty Statement.

15. Exemption from Liability

TRM Filter's liability is definitively described in Section 13 (warranty). All other claims by the customer with regard to products or services, irrespective of the legal reason, particularly those regarding a reduction of price or change of product or service, are excluded and expressly do not apply.

The customer has no claims to damage compensation that are not covered by warranty. In particular, TRM Filter's liability for costs for determining the causes of damage, for expertise and for indirect consequential damage (including consequential damage caused by defects) of all kind, such as e.g. loss of use, downtimes, loss of income, lost profits, etc. are excluded, unless caused by TRM Filter intentionally or by gross negligence.

To the extent that TRM Filter's liability is excluded or limited, this also applies to the personal liability of its employees, labourers, co-workers, representatives and vicarious agents.

16. Indemnification

The customer shall release TRM Filter in full, upon first request, from all claims by third parties that are made with respect to TRM Filter in connection with the events specified in Section 13 and Section 14. This shall also apply to the claims from product liability.

17. Force Majeure

Neither TRM Filter nor the customer shall be liable for damage of any kind if impediments occur that cannot be prevented despite the application of due diligence, irrespective of whether they occur at TRM Filter or the customer or a third party. These impediments include e.g. epidemics, pandemics, mobilization, war, unrest, significant operational malfunctions, accidents, labour conflicts, late or defective deliveries of the necessary raw materials, semi-finished and finished products, non-availability of important parts, regulatory measures or injunctions, embargoes, export or important restrictions, natural disasters and events that are largely beyond the control of TRM Filter or the customer.

Payments, however, may not be withheld or delayed by appealing to these provisions. Both parties shall immediately take all sensible and reasonable measures in each case in order to avoid damage or, if it occurs, to limit the scope of such damage to a minimum.

18. Resale

In the case of a resale of the product, the customer must bind his buyer to at least the same exclusions of warranty (Sections 13 and 14).

19. Amendments

TRM Filter reserves the right to change these General Terms and Conditions at any time.

20. Confidentiality, Intellectual Property Rights

The contracting parties shall undertake not to pass on to third parties any information received from the contract partner, relating to the contract partner or to third-party contract partners, nor to use information to the disadvantage of the contracting partner or third-party contract partners. They shall furthermore protect against access by third parties. They further undertake to release communications on the content and implementation of this contract to the public and to third parties only upon mutual agreement. This also applies to the regulation of information in dealing with colleagues, customers, suppliers and banks. This Section 19 is valid for indefinite period of time, even after conclusion of business cooperation between the contracting parties.

The customer is not authorised to use or exploit in any manner or aspect any TRM Filter's trademarks, trade names, inventions, models, patents and/or product denominations of TRM Filter (hereinafter Intellectual Property Rights) in any other manner than strictly in order to fulfil its contractual obligations towards TRM Filter. The customer is not allowed to register or to support the registration for such of any third-party intellectual property rights similar or colliding with TRM Filter's Intellectual Property Rights.

21. Severability Clause

If one or more of the aforementioned provisions is or becomes invalid, this shall not affect the validity of other provisions.

22. Applicable Law and Place of Jurisdiction

The Laws of the Republic of Slovenia shall apply, the applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Purchasing Convention) and other international agreements is hereby expressly excluded.

For all legal disputes, solely the competent court in Ljubljana, Slovenia shall have jurisdiction.

Ljubljana, March 2020