General Terms and Conditions

Standard terms and conditions for servicing electric motors, servomotors, spindle motors and other components


1. Contract and restrictions

These terms and conditions form part of the contract entered into by Matris and the Customer with each Project for the purpose of servicing the Customer’s electric motors, servomotors and spindle motors delivered to Matris for servicing or repair.

Matris d.o.o. shall not be bound by any additional or other terms, whether in printed or any other form, whether on the Customer Order Form or in any other communication between the Customer and Matris, unless Matris expressly agrees in writing to do so.

The Contract is concluded solely between Matris and the Client and solely for the benefit of the parties. Any third party or other persons who are not a party to the Contract may not enforce or claim its performance or anything else under the Contract. This provision expressly excludes the rights of a third party in the case where the third party is represented through an intermediary who enters into a contract with Matris.

Prior business contacts, business practices and oral agreements not written down and signed by Matris to the extent that they constitute a modification of the Contract shall not be binding on Matris.

The contract shall be deemed to have been concluded when: (a) the customer has issued a formal order to Matris; or (b) the Customer has paid Matris the full amount specified in the payment terms of the offer or advance invoice; or (c) the Customer has confirmed the repair in writing via the email address provided on the Customer’s website, regularly uses it in its communications with Matris, or it is proven beyond reasonable doubt that it is a business email of the Customer or an employee of the Customer; or (d) the repair/service has been acknowledged by the customer by a signed and stamped written confirmation.


2. Interruption

The Customer may terminate the Contract by giving Matris three months’ notice and on the condition that the Customer shall, at the first request of Matris, pay all outstanding liabilities and costs incurred or to be incurred by Matris in connection with the performance of the Contract. In the case of one-off contracts, the customer may only withdraw from the contract if he/she notifies the Commission within 5 days of the conclusion of the contract. In this case, the client is also liable for all costs incurred by Matris in connection with the performance of the contract. In the event of termination of the Contract, the Customer shall bear all administrative costs and the costs of returning the subject-matter of the Contract to the Customer. If, for the performance of the Contract and prior to the receipt of the notice of termination, Matris has supplied spare parts for the performance of the terminated Contract, the Customer shall be obliged to purchase them at cost price and to reimburse any other costs.

Termination of the contract must be in writing (by e-mail or ordinary mail) and communicated to Matris in such a way as to ensure receipt of the termination and proof of the termination.

Matris may terminate the Contract by written notice to the Customer, provided that Matris shall then promptly deliver the Customer’s Property to the appropriate delivery service for return to the Customer at no cost to the Customer.


3. Price and payment

The Customer shall bear all shipping costs, except to the extent that Matris expressly assumes them in accordance with the concluded contract and these Terms.

Transport costs are part of the offer, which the customer confirms by payment. Payment terms are subject to individual agreement with the client or are specified on the offer/invoice. Matris charges an additional 30% of the basic service price for emergency servicing: (a) which are not included in Matris’ regular service plan; or (b) are carried out in the afternoon outside office hours, (c) are carried out at weekends and on public holidays, or (d) it is an emergency service. Matris may require a full or partial advance payment or payment guarantee from a third party in advance in the event of a first-time transaction with a new customer, or prior to the performance of services or supplies, or whenever in Matris’s sole discretion it is prudent to do so.

If the client fails to pay Matris within the statutory time limit and if a lawyer is engaged to collect the client’s unpaid invoice, the client must pay all lawyer’s and expert’s fees incurred by Matris.


4. Delivery

Matris cannot guarantee delivery times, but shall determine them on the basis of a good faith estimate and assuming that all information received from the Customer is complete and that there will be no delay due to circumstances or contributed to by circumstances beyond Matris’ reasonably expected control.

Matris shall not be liable for delay in performance or for failure to perform the Contract due in whole or in part to the direct or indirect effect of force majeure, inability to obtain spare or component parts, strike, war, insurrection, national or local emergency, governmental decrees, interruption in transportation, acts or omissions of the Customer, or similar circumstances beyond the reasonably foreseeable control of Matris.

Matris guarantees to the Customer the prices of spare parts according to the suppliers’ regular retail price lists valid at the time of the transaction.


5. Risk of loss/non-acceptance of customer property

The Customer assumes all risks of loss of the Customer’s property while the Customer’s property is in the hands or under the control of the Delivery Service. The Customer assures Matris that the Customer’s property will always be insured against any damage it may cause.

If Customer’s Property delivered to Matris is not repaired because Customer fails to authorise the repair and Customer’s Property remains at Matris’s Service Premises for sixty (60) days or more after Matris has requested authorization for the repair, Customer expressly and irrevocably assigns title to the delivered Property to Matris in consideration of Matris’s retention of the Property. The Customer shall be deemed to be in default during the period from Matris’s request for approval of the repair until the repair is approved or until the transfer of title to Matris, and shall be liable for any damage to the item and for any loss or damage suffered by Matris as a result of the failure to approve the repair.


6. Limited warranty

In lieu of all other warranties, express or implied, including, but not limited to, any warranties of merchantability and/or fitness for a particular purpose, Matris issues this Limited Warranty for electric motors, servomotors and spindle motors repaired by Matris pursuant to the Contract only to the party to whom the invoice is issued (and not to any subsequent owner of the repaired piece of equipment or to any other person or entity): Matris warrants that each repaired component (electric motor, servomotor, spindle motor, gear reducer, pump, etc.), when leaving Matris’ service facilities, will conform to the original manufacturer’s specifications and warrants that each repaired component, for the period of the warranty from the date of repair, will be free from defects caused by the service. Matris warrants that the service or repair has been carried out in a professional and proper manner, but expressly excludes its liability for the workmanship of the materials and spare parts used to carry out the repair/service.

6a. 24-month guarantee

Optional only, at a pro rata surcharge. The warranty is only valid for the actual services carried out within the Matris Service Centre. Any electronic components, spare parts or replacement parts purchased are not covered by the warranty.

The Customer must make any warranty claim in accordance with the procedure set out in these Terms and Conditions and subject to the conditions set out below, otherwise the Customer will forfeit this right.

In the event that the Customer submits a timely and justified request for rectification of a defect, Matris shall make the sole decision and either rectify the component that is (a) non-compliant or (b) it is in poor working order; or (c) it is inoperative, or reimburse the Customer for the cost of repair.

IN NO EVENT SHALL MATRIS BE LIABLE FOR THE FAILURE OR MALFUNCTION OF ANY ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR OR ANY OTHER MACHINE, EQUIPMENT, APPLICATION OR PROCESS OF WHICH AN ELECTRIC MOTOR, SERVOMOTOR, SPINDLE MOTOR OR OTHER COMPONENT IS A PART OR INTEGRAL PART, AND SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OF THE ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR OR OTHER COMPONENT, OR THE FAILURE OF THE REPAIRED ELECTRIC MOTOR, SERVOMOTOR OR SPINDLE MOTOR OR OTHER COMPONENT, UNDER THIS LIMITED WARRANTY. NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF MATRIS SHALL BE LIMITED TO THE AMOUNT OF THE INVOICE ISSUED TO THE CLIENT AND PAID BY THE CLIENT FOR THE SERVICES RENDERED. IF THE CUSTOMER HAS NOT SETTLED HIS/HER OBLIGATIONS OR HAS ONLY PARTIALLY SETTLED THEM, MATRIS HAS THE RIGHT TO REFUSE TO ADJUDICATE ON THE CLAIM UNTIL THE INVOICE HAS BEEN PAID IN FULL.

Matris shall not be liable to the Customer or any other person for direct or indirect damages if the Customer or any other person: (a) modifies, interferes with or attempts to repair an electric motor, servomotor, spindle motor or other component after it has been repaired by Matris; or (b) use an electric motor, servomotor, spindle motor or other component in a manner other than that recommended by the manufacturer; or (c) use an electric motor, servomotor, spindle motor or other component in any machine, equipment, application or process for which the electric motor, servomotor, spindle motor or other component is not approved by the manufacturer; or (d) if the failure of the electric motor, servomotor, spindle motor or other component repaired in the claim is due to the misuse, non-maintenance, abuse, accident or failure of other machinery or equipment or a component part thereof; or (e) if the customer has delivered a dismantled or incomplete electric motor, servomotor or spindle motor to Matris for repair.

If the Customer’s electric motor, servomotor, spindle motor or other component is covered by any manufacturer’s warranty at the date the Customer makes a warranty claim, the Customer agrees to make such claim under the manufacturer’s warranty and agrees that the manufacturer’s warranty shall take precedence over Matris’s limited warranty, which shall be void in such case; provided, however, that Matris may perform repair services for the Customer’s electric motor, servomotor or spindle motor at its sole discretion, but only if authorized in writing by the manufacturer.

WARRANTY PROCEDURE

If the Customer claims that an item of Equipment repaired by Matris did not conform to the original manufacturer’s specifications when received by the Customer, or if the Customer claims that a defect occurred within the warranty period, the Customer must notify Matris immediately in writing, and in any event not after the expiry of the limited warranty period. The Customer shall be responsible for all shipping, handling and all similar costs incurred in returning the repaired motor to Matris. Upon receipt of the motor, Matris technicians will inspect the piece of equipment to determine whether the non-conformity or defect (as the case may be) mentioned in the claim is related to the Matris repair.

If Matris determines that the non-conformity or defect is unrelated to a prior Matris Service or that the Customer’s claim is due to one or more of the conditions described in paragraph 3(a) – (d) above, Matris shall promptly notify the Customer and request the Customer’s approval to perform additional repair services at Matris’ then-current pricing for such services. Matris will not perform any additional repair services without the prior written approval of the customer.

If, within ten (10) days of Matris’ request for repair approval, the customer requests the return of the unrepaired motor, Matris will return the motor at the customer’s expense and charge for a diagnostic check at a pro rata value according to the type and size of the motor. If the Customer does not authorise additional repairs nor request the return of the motor within ten (10) days, the Customer shall pay Matris for the storage of the motor for each day at a price to be determined by Matris (Matris shall provide the applicable prices upon request by the Customer). If the motor remains in Matris’ warehouse for sixty (60) days or more after Matris has requested approval for the repair, the Customer shall be deemed to have abandoned the motor and Matris may dispose of the motor at its sole discretion without incurring any obligation to the Customer.

If Matris determines that the non-conformity or defect is covered by the terms and conditions of the Limited Warranty and Matris decides to repair the motor under the Limited Warranty, Matris will not charge the Customer for the repair service and will return the motor to the Customer via a delivery service at Matris’ expense.

THE LIMITED WARRANTY DESCRIBED ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Customer’s allegations, limitation of Matris’ liability, damages

The Customer warrants to Matris that the Customer owns or is entitled to own and dispose of its property. If any piece of Customer Property is a component where the original manufacturer’s specifications, configuration or performance standards are or have been modified, Matris shall have no responsibility and shall not be liable to the Customer or any third party for the results or consequences, direct or indirect, of any services that Matris may perform on such piece of Customer Property.

7a. Recycling of components

We reserve the right to change the technical details or. implementations (both software and hardware) that do not affect the functionality of the subject matter of the offer are at our sole professional discretion.

The Customer indemnifies and holds harmless Matris, its directors, officers, agents, representatives and employees from and against any and all claims, warranties, indemnities, damages, actions, judgments, fines, penalties, assessments, damages, costs and expenses, including attorneys’ fees, in defending against any of the foregoing or in asserting any right to recover damages arising out of or based upon injury to or death of any person or damage to property, including, without limitation, the Customer’s property, in any way arising out of or resulting from (a) any act or omission by a party, (b) any misrepresentation by a party; or (c) Matris’ performance of the Services for the Customer on any component where the original manufacturer’s specifications, configuration or performance standards are or have been modified. The provisions of this Section shall survive the termination or performance of this Agreement.


8. Applicable law

Kranj shall be deemed to be the place of conclusion and performance of the Contract. The Contract shall be governed by the laws of the Republic of Slovenia. Any action for alleged breach of this Agreement or breach of any agreement or warranty of Matris must be brought in the District Court of Kranj. In the event of a dispute, Slovenian law shall apply.


9. Miscellaneous

If a court of competent jurisdiction declares any term or provision in a contract or these Conditions to be null and void, the contract itself shall not be deemed to be void by reason of the nullity of any term of the contract if it can survive without the nullity of the term and that term was neither a term of the contract nor a determining consideration for the conclusion of the contract. The Contract and any Annexes together constitute the entire contract between the Customer and Matris.


Matris d.o.o., February 2024