General terms and conditions
Standard Terms and Conditions of Servicing Electric Motors, Servomotors and Spindle Motors
1) CONTRACT AND LIMITATIONS. These Terms and Conditions form a part of the contract concluded between Matris d.o.o. and the client for each project for the purposes of servicing the client’s electric motors, servomotors and spindle motors delivered to Matris d.o.o. for servicing or repairs.
Matris d.o.o. is not bound by any further or other terms in printed or any other form, either in the client’s order form or any other communication between the client and Matris d.o.o., unless the latter explicitly agrees to that in writing.
The contract is concluded exclusively between Matris d.o.o. and the client and exclusively to the benefit of the contracting parties. Any third party or other person not party to the contract cannot claim or demand its fulfilment or anything else arising from the contract. This provision explicitly excludes third-party rights, when the third party is represented by an agent concluding the contract with Matris d.o.o.
Previous business contacts, business practice and verbal agreements not written down and signed by Matris d.o.o. in the part that would represent a change to the contract are not binding on Matris d.o.o.
The contract is considered to have been concluded when: (a) the client has issued Matris d.o.o. an official order form, or (b) the client has paid Matris d.o.o. the full amount indicated in the payment terms of the price quotation or advance invoice, (c) the client has confirmed the repair in writing via the electronic mailbox indicated on the client’s website, one that is regularly used to communicate with Matris d.o.o., or such that it is completely clear that the email was sent from the client’s business email or by its employee, or (d) the client has confirmed the repair/servicing with a signed and sealed written confirmation.
(2) TERMINATION. The client may terminate the concluded contract with a three-month notice period and provided that it settles all outstanding liabilities and costs that Matris d.o.o. has incurred or that have arisen as a result of the performance of the contract when first called upon to do so by Matris d.o.o. With one-time contracts, the client may withdraw from the contract only if it notifies its intention within 5 days from the conclusion of the contract. Even then, the client is obliged to settle all the costs incurred by Matris d.o.o. as a result of the performance of the contract. In the event of contract termination, the client is obliged to pay all administrative costs and the costs of returning the object of the contract to the client. If, because of the performance of the contract and before receiving the termination, Matris d.o.o. has delivered spare parts intended for the performance of the terminated contract, the client is obliged to buy them at the purchase price and reimburse all other costs.
The contract termination must be made in writing and communicated to Matris d.o.o. by ensuring the receipt and proof of termination.
Matris d.o.o. may terminate the contract by informing the client thereof in writing, provided that Matris d.o.o. then immediately hands over the client’s property to the appropriate delivery service to be returned to the client without costs for the client.
(3) PRICE AND PAYMENT. The client shall cover all costs of sending, except when the costs are explicitly assumed by Matris d.o.o. under the concluded contract and these Terms and Conditions. The price paid by the client to Matris d.o.o. is equal to the price paid by Matris d.o.o. to the appropriate delivery service. The payment terms provide for the payment of the gross amount within 8 days from the invoice’s date of issue, except when otherwise agreed between the client and Matris d.o.o. in writing. Matris d.o.o. shall charge an additional 30% of basic servicing for a client’s special request or special projects: (a) that are not contained in the general servicing plan of Matris d.o.o., or (b) are carried out in the afternoon outside business hours, or (c) are carried out over the weekend or on a holiday. Matris d.o.o. may require a full or partial advance payment, or a payment guarantee from a third party in the event of a first project with a new client, or before performing the services or the delivery, or when Matris d.o.o. deems it prudent to do so.
If the client does not pay Matris d.o.o. by the due date provided by law and if a lawyer is hired to collect on the client’s unpaid invoice, the client must settle all the legal and expert costs incurred by Matris d.o.o.
(4) DELIVERY. Matris d.o.o. cannot guarantee the delivery dates, but the latter are set based on an assessment in good faith and the assumption that all the data received from the client are complete and that circumstances beyond the reasonably expected control of Matris d.o.o. will not cause or contribute to any delay.
Matris d. o. o. shall not be responsible for the late fulfilment or non-fulfilment of the contract resulting, in full or in part, from a direct or indirect effect of force majeure, the inability to obtain spare parts or components, strike, war, uprising, national or local state of emergency, state decrees, transport disruption, acts or omissions of the client or similar circumstances that are reasonably beyond the expected control of Matris d.o.o.
(5) THE RISK OF LOSS/NON-COLLECTION OF THE CLIENT’S PROPERTY. The client assumes all risks of loss of its property at the time when the client’s property is in the hands or under the control of the delivery service. The client ensures Matris d.o.o. that the client’s property shall always be insured for the damage it may cause.
If the client’s property delivered to Matris d.o.o. is not repaired because the client fails to approve the repair and the client’s property remains in the servicing facilities of Matris d.o.o. sixty (60) days or more after Matris d.o.o. asked for the approval of the repair, the client shall be considered to have explicitly and irrevocably transferred its property right on the delivered property to the benefit of Matris d.o.o. as payment for its storage. During the period from the requirement of Matris d.o.o. for the approval of the repair to the approval of the repair or the transfer of the property right to Matris d.o.o., the client shall be considered to be late with its payment and shall be liable for any damage to the property as well as any damage incurred by Matris d.o.o. as a result of the failure to approve the repair.
(6) LIMITED GUARANTEE. Instead of all other guarantees, explicit or implied, including but not limited to all guarantees on fitness for sale and/or fitness for a particular purpose, Matris d.o.o. shall issue the following limited guarantee for the electric motors, servomotors and spindle motors repaired by Matris d.o.o. under the contract solely to the client (and not to any subsequent owner of the repaired piece of equipment or other persons or entities): Matris d.o.o. guarantees that every repaired electric motor, servomotor or spindle motor that leaves the servicing facilities of Matris d.o.o. shall comply with the manufacturer’s original specifications, and guarantees that every repaired electric motor, servomotor or spindle motor shall be without defect resulting from the servicing one year from the date of repair. Matris d.o.o. guarantees that the servicing or repair shall be carried out in a professional and appropriate manner; its liability for the quality of the production of materials and spare parts used for the repair/servicing is explicitly excluded.
The client must make any warranty claim in accordance with the procedure provided in these Terms and Conditions and in compliance with the assumptions below; failing this, it shall lose its right to do so.
If the client makes a timely and justified claim for the correction of the defect, Matris d.o.o. alone shall reach the decision and either repair the servomotor that is (b) non-compliant or (b) malfunctioning or (c) non-functioning, or reimburse the client for the costs of repair by Matris d.o.o.
MATRIS D.O.O. SHALL NOT, IN ANY EVENT, BE LIABLE FOR THE PROBLEMS OR NON-FUNCTIONING OF AN ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR OR ANY OTHER MACHINERY, EQUIPMENT, APPLICATION OR PROCESS THE PART OR COMPONENT OF WHICH IS AN ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR, AND SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY DAMAGE INCURRED FROM THE USE OF AN ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR, OR THE FAILURE OF A REPAIRED ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR, IN ACCORDANCE WITH THIS LIMITED GUARANTEE. REGARDLESS OF THE AFOREMENTIONED INDICATIONS, THE LIABILITY OF MATRIS D.O.O. SHALL BE LIMITED UP TO THE AMOUNT OF THE INVOICE ISSUED FOR THE PERFORMANCE OF SERVICES AND PAID BY THE CLIENT. IF THE CLIENT HAS FAILED TO SETTLE ITS LIABILITIES OR HAS SETTLED THEM ONLY IN PART, MATRIS D.O.O. SHALL HAVE THE RIGHT TO REFUSE REACHING A DECISION ON THE CLAIM UNTIL THE ISSUED INVOICE IS PAID IN FULL.
Matris d.o.o. shall not be liable to the client or any other person if the client or any other person: (a) alters, interferes with or tries to repair the electric motor, servomotor or spindle motor after it was repaired by Matris d.o.o., or (b) uses the electric motor, servomotor or spindle motor in any other way than recommended by the manufacturer, or (c) uses the electric motor, servomotor or spindle motor in any machinery, equipment, application or process not approved for the electric motor, servomotor or spindle motor by the manufacturer, or (d) if the malfunction from the claim on the repaired electric motor, servomotor or spindle motor has resulted from the improper use, non-maintenance, abuse, accident or malfunction of other machinery or equipment or its component, or (e) if the client had delivered a disassembled or incomplete electric motor, servomotor or spindle motor to Matris d.o.o for repair.
If any manufacturer’s warranty applies to the electric motor, servomotor or spindle motor on the date when the client makes a warranty claim, the client agrees for this claim to be made under the manufacturer’s warranty and agrees for the manufacturer’s warranty to have priority over the limited guarantee of Matris d.o.o., which shall not apply in this case; however, Matris d.o.o. may perform repair services on the client’s electric motor, servomotor or spindle motor at its own discretion, but only if this is approved by the manufacturer in writing.
If the client makes a claim that the piece of equipment repaired by Matris d.o.o. did not comply with the original specifications of the manufacturer when it was received by the client, or if it makes a claim that there has been a malfunction during the one-year warranty period, the client must immediately inform Matris d.o.o. thereof in writing but, in any case, not after the expiration of the limited guarantee. The client shall be liable for any costs of sending, handling costs and any similar costs arising from the return of the repaired motor to Matris d.o.o. Upon receiving the motor, the service personnel of Matris d.o.o. shall examine the piece of equipment to establish, whether the non-compliance or malfunction (depending on the case at hand) indicated in the claim is related to the repair job of Matris d.o.o.
If Matris d. o. o. establishes that the non-compliance or malfunction is not related to the repair job of Matris d.o.o. or that the reason for the client’s claim represents one or more of the conditions provided in paragraph 3(a) ‒ (d) above, Matris d.o.o. shall notify the client immediately and demand its approval to perform additional repair services based on the valid pricelist of Matris d.o.o. for these services. Matris d.o.o. shall not perform any additional repair services without the prior written approval of the client.
If the client demands that the non-repaired motor be returned within ten (10) days from the demand of Matris d.o.o. for the approval of the repair, Matris d.o.o. shall return the disassembled motor at the client’s costs and charge a diagnostic check based on hours spent, but not less than €60 + VAT. If the client neither approves additional repairs nor demands the motor to be returned within ten (10) days, the client must pay Matris d.o.o. for each day of the storage of the motor at a price set by Matris d.o.o. (at the client’s request, Matris d.o.o. shall provide the valid prices). If the motor remains in the storage of Matris d.o.o. for sixty (60) or more days after Matris d.o.o. demanded the approval of the repair, the client shall be considered to have given the motor up and Matris d.o.o. can dispose of it at its own discretion without this giving rise to any liabilities to the client.
If Matris d.o.o. establishes that the non-compliance or malfunction is covered by the terms and conditions of the limited guarantee and if Matris d.o.o. decides to repair the motor based on the limited guarantee, Matris d.o.o. shall not charge the client for the repair and shall return the motor to the client using the delivery service of Pošta Slovenije (or similar delivery service) at the cost of Matris d.o.o.
THE ABOVE-MENTIONED LIMITED GUARANTEE IS EXCLUSIVE AND SHALL REPLACE ANY OTHER GUARANTEE, EXPLICIT OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL GUARANTEES ON FITNESS FOR SALE OR FITNESS FOR A PARTICULAR PURPOSE.
(7) REPRESENTATIONS OF THE CLIENT; LIMITED LIABILITY OF MATRIS; DAMAGES. The client ensures Matris d.o.o. that it owns or is entitled to be in the possession of the client’s property and to dispose of it. If any part of the client’s property is a piece of equipment for which the original specifications, configuration or standards of operation of the manufacturer are modified or have been modified, Matris d.o.o. shall not assume any responsibility and shall not be liable to the client or any third party for the results or consequences, direct or indirect, of any services performed by Matris d.o.o. on such a piece of the client’s property.
The client relieves Matris d.o.o., its directors, authorised persons, agents, representatives and employees of liability for any claims, guarantees, damages, lawsuits, judgements, fines, penalties, damage appraisals, damage, costs and expenses, including legal costs for the defence against the afore-mentioned or in the exercise of rights to claim compensation for the damage incurred as a result of or based on the injury or death of any person or damage to property, including but not limited to the client’s property, which in any way arise or result from (a) any action or omission of the client, (b) any misrepresentation of the client, or (c) the performance of services for the client by Matris d.o.o. on any equipment for which the original specifications, configuration or standards of operation of the manufacturer are modified or have been modified. The provisions in this section shall continue to apply after the termination or performance of this contract.
(8) APPLICABLE LAW. The contract shall be considered to have been drawn up and performed in Kranj. The contract shall be governed by the laws of the Republic of Slovenia. Any lawsuits for alleged violations of this contract or the violation of any agreement or guarantee of Matris d.o.o. must be filed with the District Court in Kranj. In the event of a dispute, Slovenian law shall apply.
(9) MISCELLANEOUS. If the competent court declares any provision or clause in the contract or these Terms and Conditions to be null and void, the nullity of any contractual provision shall not be considered to result in the nullity of the contract itself if it can remain in force without the null and void provision and if this provision represented neither a contractual condition nor a decisive factor for the conclusion of the contract. The contract and any potential annexes shall collectively represent the entire contract between the client and Matris d.o.o.
Standard Terms and Conditions of Modification of Machinery and Installation of Electric Motors
- We reserve the right to carry out the technical details (both regarding software and hardware) that have no effect on the functionality of the object of the quotation at our own discretion.
- Any further requirements of the client regarding additional functionalities that are not the object of the quotation shall be carried out only if agreed with the client in writing, determining the potential effect of additional functionalities on the price, the date of delivery, etc.
- The timeframe for the performance of works has been planned by considering our obligations on other projects. If the client is late with the fulfilment of its obligations, as a result of which we are unable to start, continue or complete the performance of works or services that we have undertaken to perform (e. g. the client fails to prepare all the necessary materials for the installation to be carried out), we no longer guarantee for the works or services to be performed by the agreed dates. Furthermore, we reserve the right to suspend the performance of works after giving appropriate notice to the client if the client has outstanding and unpaid liabilities to us.
- In cases referred to in the previous section, considering our obligations on other projects and the client’s interests, we will try to agree on a new date for the performance of works or services with the client in writing, after the delay or suspension ends. In the absence of an agreement, we will strive to perform the works as soon as it is possible for us to do so, taking into account our obligations on other projects; in that case, we will keep the client informed of the anticipated continuation or completion of the works in an appropriate manner.
- If the client fails to ensure the technical conditions for the installation/testing/acceptance in accordance with the schedule, as a result of which we are unable to carry out the installation/testing/acceptance, the said works planned in a given timeframe shall be considered to have been carried out as regards payment terms/deadlines.
- The client is obliged to ensure personnel with the appropriate prior knowledge. If not provided otherwise, the quoted price includes the training of one operator of the object of delivery in the total duration of one workday. As a rule, the training shall be carried out at the location of the client.
- The client is obliged to use the object of delivery in accordance with instructions and its purpose. If the client fails to use the object of delivery in accordance with the instructions or its purpose, it may not make claims under the given warranty. We reserve the right to charge for all interventions that result from the failure to comply with the provided instructions.
- If not agreed otherwise, the client is obliged to provide us with a constant internet connection to the processing unit of the object of delivery after the installation of the object of delivery.
- We reserve the property right on the object of delivery until full payment. If, because of its installation, the object of delivery becomes a component of another object, we shall acquire a co-property right on this other object with the installation and until full payment of the object of delivery, proportionately to the value of the object of delivery and this other object.
- In the event of late payment, we shall charge statutory late payment interests.
- If not provided otherwise, the provisions of the legislation in force shall apply as regards material defects. We shall not be liable for any damage that was not incurred directly on the object of delivery, particularly for any damage incurred as a result of loss of profit or other damage of the client or third parties.
- If defects occur on the object of delivery during the warranty period, the client is obliged to notify us immediately in writing. In the event of a justified complaint, we shall correct the defects at our own cost in the appropriate time or replace the client’s defected parts with working parts. Based on the warranty provided, our liability is explicitly limited to the correction of defects or the replacement of defected parts with working parts and excludes our liability for any other damage. If we establish that the complaint was not justified, we shall charge the client for the costs of intervention.
- The warranty does not apply to expendable parts. Our liability from warranty and guarantee claims is excluded if the object of delivery is damaged or defected as a result of a coincidence, failure to comply with the instructions, accident, insufficient maintenance, unprofessional use, negligence, abuse, inappropriate preparation or place of use or other external causes, use of the object of delivery beyond its intended purpose or intended operating conditions, the installation of parts or software not supplied by us, or modifications or repairs on the object of delivery not performed by us or a person authorised by us.
- The client is obliged to protect all information in relation to the object of delivery (which includes the entire quotation documentation, the concept of the solution, know-how) that we provide or that you become acquainted with in any way, regardless of its form (verbal, written, electronic, etc.), as a business secret. Without our explicit prior written approval, the client must not, in any way, reveal such information to third parties.
- If the object of delivery also includes software, the client shall only acquire certain rights, based on which it is entitled to the non-exclusive use of the runtime code of the software. The client is not, in any event, entitled to receive the source code of the software. The full licence conditions shall be provided to the client at its request at any time before the software is delivered.
- Failure to fulfil our obligations as a result of force majeure does not constitute a violation of the contract. Force majeure occurs in the event of circumstances provided in the Code of Obligations; measures of state authorities, a strike of the client’s workers and other circumstances representing force majeure under the provisions of the Code of Obligations shall also be considered force majeure.
- Contracting arrangements between us and the client shall be governed by the law of the Republic of Slovenia to the exclusion of the Vienna Convention on the International Sale of Goods. Any disputes shall be resolved by the competent court in Kranj. Regardless of the above, we reserve the right to seek claims against the client before the court of general jurisdiction based on the client’s place of establishment.