General Terms and Conditions of Hermes d.o.o.

1. Scope 

These General Terms and Conditions of Business (hereinafter referred to as the "Terms and Conditions") of Hermes Computer and Business Services d.o.o., Prušnikova ulica 2, 1000 Ljubljana, tax number SI60118407 (hereinafter referred to as the "Contractor") shall govern all services provided by the Contractor in accordance with the offer issued to the Contractor, of which these Terms and Conditions form an integral part. Amendments or incidental agreements shall require written confirmation to be valid and shall apply only to each individual transaction. If individual provisions of these General Terms and Conditions are invalid, this shall not affect their legal validity in principle. In such a case, the parties shall conclude an agreement which is as close as possible to the invalid provision. 

2. Offers and conclusion of a contract 

Offers are in principle fixed at the estimated value and do not bind the Contractor to perform for the offered value of the offer, unless the offer specifies that it is binding. The Contractor's servants shall not be entitled to make any statements derogating from these Conditions unless they have been authorised to do so in writing by the Contractor's legal representative. 

3. Contractor's services 

The Contractor shall provide the following services: 

- analysing the Client's business processes and requirements

- supply and sale of standard software from other suppliers,

- supply and sale of own software licences,

- implementation services (set-up, data import, installation, start-up assistance), 

- user induction and training,

- developing new functionalities and upgrading standard software,

- telephone advice,

- software maintenance (troubleshooting, upgrading, support),

- other IT and business consultancy services.

4. Project task 

The project task (hereafter referred to as the project) consists of the services specified in the offer. As a general rule, the basis for the procurement of a project is the performance of a gap analysis resulting in a gap document or functional specification (in both cases also referred to as a »project task«) describing the deviations of the user requirements from the standard software or the own software dispatch. The Client must check the adequacy of the project task and approve it, as this is the basis for the preparation of the final product (hereinafter also referred to as the Solution). If the Client does not approve the project task, but uses it or it is clear from the communication that the Client agrees with it, the project task shall be deemed to have been approved in that case. Changes to the requirements or extensions of the contract which may arise after the confirmed offer shall be dealt with separately in the form of change requests for which a separate offer shall be submitted by the Contractor. The modified requirements may also change the agreed project schedule and justify the Contractor to evaluate and charge additional costs incurred on this basis. By accepting the offer in writing, the Client declares that it has examined the project task which is the subject of the offer and that the solution and the services meet its requirements. Services performed before, without or in addition to the specifications, as well as services for which it is not possible to estimate the scope of work and which are so specified in the offer, shall be charged according to the actual time spent. Contrary to a binding project task, advertising mailings, marketing material, product information and manufacturer's or importer's declarations shall in principle not be binding unless ordered and approved in writing by the Client. The Contractor warns and expressly acknowledges that the production of the software may include errors. The Contractor acknowledges the existence of a defect insofar as the defect has occurred despite correct use in accordance with the user instructions and the defect is reproducible.

5. Standard software 

Standard software is software developed by other manufacturers. Standard Software entitles the Client to use it for the purposes of its business activities in accordance with the terms and conditions of use of each manufacturer of the Standard Software. The Contractor shall be responsible for ensuring that the transfer of the right of use for the purposes of the Client's business to the Client is without prejudice to the rights of third parties. An order for the supply of standard software shall be executed by written confirmation of the order. By confirming the order or starting to use the standard software, the Client shall be deemed to have read and accepted the standard software's range of functionalities and the manufacturer's terms and conditions from time to time. 

6. Own software 

Proprietary software is software developed by the Contractor. The Client shall acquire the right to use the Proprietary Software for the purposes of its business activities in accordance with the terms of the Contractor's terms and conditions as set out in Article 11. The order for the supply of the Proprietary Software shall be executed after the Client has familiarised itself with the range of functionalities of the software ordered and with the General Terms and Conditions from time to time, and the Client shall be deemed, by ordering or using the Proprietary Software, to have acknowledged that, before accepting the offer, it has thoroughly familiarised itself with the range of functionalities of the software and with the Contractor's general terms and conditions and to have agreed to them.

7. Project management 

A project organisation appropriate to the size and complexity of the tasks to be undertaken, as well as adequate project management, are prerequisites for the successful implementation of an IT system. The scope and content of the Contractor's project management services shall be defined in the project documentation and/or the offer. 

7.1. Project Organisation: the Contractor will provide the Services in close cooperation with the Client. Unless otherwise agreed due to the nature of the Project, the Client and the Contractor shall each appoint a Project Manager who shall decide on the Project by consensus. If a joint decision is not possible, recourse shall be had to a project board consisting of one member each of the Contractor's and the Client's management. The following parameters shall be determined jointly by the two project managers:

- the frequency, duration and range of participants in meetings,

- the level of detail of project planning and project supervision,

- the rules for drawing up and approving the minutes. The Parties undertake to ensure, to the best of their ability, the continuity of the project. The Contractor shall have the right to subcontract the services. In this case, the Contractor shall be generally responsible for the performance of the contract and shall be jointly liable for it. The contractor shall also be responsible for ensuring that all legal issues, in particular the protection of information and the handling of personal data, are properly addressed.

- decide and approve any additional services to be provided by the project in accordance with the terms of reference and internal rules of each company or project,

- keep the Project Board informed of the status of the project,

- convene the Project Board in accordance with the agreement and the project's communication rules.

7.2 Duty to inform: Both Parties must inform each other immediately of any circumstances which have a significant impact on the implementation of the project. This applies regardless of whether such circumstances arise within their own sphere of responsibility or within the sphere of responsibility of the other contracting party or third parties. In such a case, the Project Managers shall decide by consensus on reasonable measures to be taken in order to achieve, as far as possible, the objective of the project.

7.3 Client's participation: the development of organisational concepts and programmes shall be carried out according to the type and volume of binding information, documentation and tools made available to the Contractor by the Client. This includes test data appropriate to the practice, as well as test facilities provided in sufficient quantity, in a timely manner and at the Client's own expense. The Contractor undertakes to ensure that suitably qualified (co-)workers, facilities, premises and test data are available at the Contractor's sites at the times to be determined by the Project Managers. The Client shall carry out its participation at its own expense. The Client shall be responsible for the preparation of the requirements and shall participate in the drafting of the functional specification, which defines the scope of the project and is thus the subject of the Contractor's final offer. The Client shall provide the Contractor with Internet access to the software supplied, in accordance with the Client's internal rules and regulations, if this is necessary for the performance of the contract. In addition, the Contractor may perform parts of the services offered by the Contractor itself, i.e. with the assistance of the Contractor's (co-)workers, insofar as this has been previously agreed with the Contractor. The practical implementation, any necessary training, competences or support, etc., shall be decided by the project managers. In the event that the software or hardware, if any, supplied by the Contractor does not function as specified in the functional specification or that the Contractor does not provide the services in accordance with the functional specification, the client shall take appropriate measures, in particular to avoid causing or increasing the damage already caused, to protect the data stored, to check the results reported by the software on an ongoing basis and to identify and describe in detail any malfunctions and errors occurring in the operation of the software or hardware or in the services provided by the Contractor. This data material must be collected on media which are computer-readable and can be reconstructed at a relatively low cost. 

 

7.4 No Solicitation of Personnel: The Parties mutually undertake that they will not, during the term of this contract, influence any of the Counterparty's (co-)employees to cease working for the Counterparty, nor enter into any collaboration with any of the Counterparty's (co-)employees. In the event of a breach of this obligation, the Parties agree on a lump sum contractual penalty equal to two years' gross remuneration of the (co-)worker, which shall be payable by the Party that has influenced or in any way co-operated with the (co-)worker to work for the Counterparty. 

 

7.5 Verification of the Solution: the Contractor shall submit to the Client the documents related to the Solution for acceptance, in particular the transfer to the production environment and the functional specification. The two Project Managers shall jointly set the deadlines for the transfer and verification of these documents. If the transfer is delayed beyond the agreed deadlines through no fault of the Contractor (e.g.: non-responsiveness of the Client), the Contractor shall not be liable for damages for any resulting time delay. The Contractor may consider solutions to which the Client does not make reasoned comments within two weeks of the transfer to the production environment as accepted and rely on them for the next steps in the project.

7.6 Test and Acceptance: the Client shall actively transfer each individual subject part of the customized or customized functionality or solution into the production environment within 10 working days after delivery, unless otherwise agreed. The scope and timing of (sub)transfers shall be determined by the Project Managers. The Client shall confirm the acceptance by means of a report (Report on successful completion of testing on the Client's test data). If the Client allows a period of ten working days to elapse without taking delivery of the solution, the delivered solution shall be deemed to have been taken delivery on the expiry of the last day of that period. In any event, the solution shall be deemed to have been accepted when it is first used by the Client in the production system. Errors, i.e. deviations from the functional specification agreed in writing, which may occur shall be notified to the Contractor by the Client and documented, and the Contractor shall endeavour to rectify them as soon as possible. If significant errors are made, i.e. use in the production system cannot be started or continued, a re-acceptance shall be carried out after the error has been corrected. The specific response times shall be defined in a maintenance contract which may be concluded between the Contractor and the Client with a view to transitioning the solution to production use. 

7.7 Development, test and production system: the Contractor will normally first install the software on a development system installed at its premises, perform basic setup and any necessary adjustments, and prepare the equipment for installation at the Client's premises. The production system, as well as the test system for setting up, training and running the test cases, will normally be installed on a dedicated server. The Client shall be obliged to carry out thorough testing of the software on the test system. In this testing, the tester shall use the data sets as they will be used in the business and shall test the system to the extent and in the manner that it will be used in the business. The transfer of the software from the test environment to the production environment shall be carried out by the Contractor, or by the Client, unless otherwise permitted by the internal rules of the Client, and the Client shall start using the software at its own risk. In the event that the Client purchases hardware, operating systems, etc. from third parties, the Contractor shall, at the request of the Client, provide an assessment of the suitability in principle of these devices for the desired purposes. Costs for tests, installation work on these Client devices, training of end-users, etc., shall be charged at actual cost to the extent that they are not already included in the functional specification or the Contractor's offer. In both cases, the Client shall bear the costs and risks for the ongoing operation of the devices, including technically and organisationally appropriate data protection, protection against unauthorised access and virus attack.

 

7.8 Remote Access: A remote access system shall be set up to enable the Contractor to quickly support the Client in the event of warranty or other assistance. Each contracting Party shall bear the costs incurred in doing so at its premises (hardware, software, telephone connection, etc.). The two project managers shall decide jointly on the technical solution and on the relevant security aspects. The Client may restrict remote access, e.g. to allow access only at certain times of the day, for certain employees of the Contractor or according to other agreed criteria. If the Contractor incurs damage or additional costs as a result of the unavailability of remote access for which the Client is responsible, the additional costs may be charged separately to the Client. The Contractor shall not be liable for any damages resulting from the unavailability of remote access. Handover for maintenance and support: After the production system has been commissioned, further consultancy via maintenance and support shall follow. A maintenance contract may be concluded for maintenance services. If the Client does not enter into a maintenance contract with the Contractor, the Contractor shall have no liability to the Client for the continued provision of services after the go-live, other than obligations arising under the warranty provided.

8. Prices, taxes and fees  

8.1 All prices are, unless otherwise stated, in EUR excluding VAT and apply only to the individual order in question. The general hourly rate for services without a maintenance contract with the Contractor shall be EUR 100 + VAT. 

  

8.2 Standard Software: The prices quoted in the Offers for the Standard Software Modules shall be binding until the "valid until" date. Any price increases by the software manufacturer occurring after that date shall be further invoiced to the Client. The Contractor shall provide the relevant documents (manufacturer's notice, current price list) at the request of the Client.

 8.3 Proprietary Software: The prices quoted in offers for proprietary software modules shall be binding until the "valid until" date. Any price increases by the Contractor occurring after that date shall be further invoiced to the Client. 

 8.4 Services: the prices quoted in the offers for services shall be binding on the Contractor for 15 days from the date of the offer, unless otherwise specified in the offer. Thereafter, the Contractor shall be permitted to take into account in its hourly rates increases in labour and material costs or other costs and taxes and to adjust prices for inflation. Such increases shall be deemed to have been accepted in advance by the Contracting Authority provided that they do not exceed an increase in value of more than 10 % per annum. Services provided by the Contractor at the request of the Client which go beyond the scope of the services originally agreed shall be charged at the hourly rates currently applicable at the time the service is provided. Services shall be provided within the Contractor's normal working hours (Mon-Fri 07:30-15:30) and the Contractor shall be accessible to the Client at least during the accessibility hours (Mon-Fri 08:30-14:30). The accessibility hours may be specified differently in the implementation or maintenance contract if the nature of the Client's business so requires. If, exceptionally and at the Client's request, the provision of the Service occurs outside normal working hours, the additional costs shall be charged separately as set out in these Terms and Conditions and the Offer.

8.5 Travel and out-of-hours expenses: travel, subsistence and accommodation expenses shall be charged separately to the Client according to actual expenditure in accordance with the applicable Regulation. Time spent travelling shall be charged at half price. For services performed outside working hours requested by the Client, the following additional costs shall be charged per hour of service rendered as a percentage of the agreed service price:             

- 50% for afternoon and night work (Mon-Fri 15.30/06.30),

- 100% for work on Saturdays,

- 200 % for work on Sundays,

- 200% for working on public holidays. 

Where there is overlap between the two, the higher rate applies.                        

In the case of night work on Sundays or public holidays, the night work rate applies in addition to the Sunday or public holiday rate. 

postavka za nočno delo. 

 9. Time limits and right of withdrawal 

The Contractor shall endeavour to meet, as far as possible, the agreed deadlines for completion. As target dates set for completion, they can only be met if the Client fully completes all the necessary work, delivers the documentation, acknowledges the functional specifications received and fulfils its duty to cooperate. The Contractor shall not be liable for delays in delivery or for price increases resulting from incorrect, incomplete or subsequently modified data and information or documentation made available by the Client. Any additional costs arising therefrom shall be borne by the Client. Each of the Parties may redefine deadlines due to unforeseeable, unexpected events, such as force majeure, labour disputes, natural disasters, failure/delay of the Parties' suppliers. If the agreed delivery time is exceeded through no fault of the Contractor alone, the Client may, upon reasonable extension of the time limit for performance of at least 14 days, withdraw from the contract in question by registered letter if the agreed service is not performed in its essential parts even within the extended time limit. Withdrawal from partial deliveries and services already provided shall be excluded.

             

10. Payment  

The Contractor will charge for the software licence in accordance with the offer and will invoice for the services on a monthly basis. For orders comprising several units or software modules, the Contractor may make partial deliveries or issue partial invoices. Unless specifically agreed, invoices issued by the Contractor shall be payable, inclusive of value added tax but without any deduction or cost deduction, no later than 15 days after receipt of the invoice. Partial invoices shall be subject to the payment terms laid down for the joint contract. Compliance with the agreed payment terms shall be an essential condition for the Contractor's performance of the deliveries or obligations under the offer and in accordance with the Conditions. Failure to comply with the agreed payment terms shall entitle the Contractor to suspend the work in progress and withdraw from the offer within one week of written notice. The Client shall bear all costs incurred in connection therewith and any loss of profit of the Contractor. For all invoices not issued in EUR, if the exchange rate changes by more than 3% between the date of issue of the invoice and the payment of the invoice, the Contractor shall be entitled to reimbursement of the difference. The Contractor shall issue a new invoice for the difference resulting from the exchange rate differences. In the event of late payment by the Client, default interest may be charged at the statutory default interest rate. If the Client fails to comply with the payment terms or if the Contractor is aware of circumstances affecting the Client's ability to pay, the Contractor may request advance payment for deliveries not yet made. Payments shall be met only by direct payment to the Contractor. If several claims are outstanding against the Contractor, the Contractor's payments shall be offset against the oldest claim in each case. However, any costs shall always be settled first, followed by interest and finally the principal claim. The Client may offset its obligations towards the Contractor only against its recognised and finally established claims against the Contractor.  

11. Intellectual property rights

 

The Contractor represents and warrants to the Client that it is the owner of all Intellectual Property Rights in the Hermes Packages and Odoo Localisation and Integration Interfaces, but that the owner or holder of all rights in the Odoo Packages shall be Odoo and/or its licensors and the Contractor shall not be liable for any infringement of such rights.

The Contractor warrants that the Hermes Packages shall be free from any third party claim which would in any way limit the rights of the Client. All rights arising from copyright, trade secrets and other intellectual property rights in and relating to the Hermes Packages or any part thereof shall remain the property of the Contractor.

The Client undertakes to prevent unauthorised access to the Solution, copying, distribution, reproduction, modification, alteration, tampering with source code, reverse engineering. The Client shall immediately notify the Contractor of any unauthorised possession or use of the Solution without permission by any person or company. The Solution may not be bundled with any third party product or sold as a stand-alone product or in combination with any third party product other than Odoo.

The solution may be copied for backup purposes only.

The Client warrants and agrees that:

- obtain a limited time and territory license, without sublicensing or transfer rights, to use the Solutions for its internal purposes only (the "License"),

- will not use the licence granted contrary to the purpose of the offer or contract,

- during the term of the offer or contract, not to challenge, directly or indirectly, the intellectual property rights in the Solution and its validity,

- the offer or contract constitutes a valid legal title which the contractor will be able to enforce in the event of a dispute,

- shall provide full support to the Contractor in the event of any proceedings for the protection of intellectual property rights in the Solution and shall also notify the Contractor in writing if any infringement of intellectual property rights is detected,

- will not directly or indirectly re-export or resell the Solution or otherwise act in a manner that could result in the Solution being deemed to have been exported.

- will not resell, sub-license, rent, sublet, lease or loan the Solution. Nor will you reverse engineer, disassemble, disassemble, reverse engineer, modify or otherwise attempt to discover its source code or create derivative works from it.

12. Liability for errors 

The Contractor shall remedy, free of charge, any defects within its control that occur within the warranty period of six months after the production system has been put into operation. Liability shall only apply to defects which are material and reproducible and which are reported within five working days of the defects occurring. In the event of a legitimate claim, the defects shall be rectified within a reasonable period of time and the Contractor shall be given the opportunity by the Client to take all measures necessary to identify and rectify the defects. If the Contractor claims, in error and without adequate identification and documentation, that there are deficiencies or defects, and if this results in additional costs for the Contractor, these shall be charged separately. The Contractor shall provide advice, assistance, rectification of defects and malfunctions for which the Client is responsible, as well as other modifications and additions, against payment. This shall also apply to the rectification of faults where the Client has itself or a third party made changes, additions or other interventions to the software or its settings. 

The Client agrees that the Contractor shall not be liable for any alleged defect or non-conformity if such defect or non-conformity is caused by:

- using software that was not in accordance with the offer or contract; or

- modification of the software by persons not authorised by the Contractor; or

- damage caused by improper or careless use; or

- use software in combination with an operating system or hardware not approved by the Contractor.

The Contractor does not warrant the performance of the Software when used or integrated with third party products, except for integrations with the Contractor's licensor. The Contractor makes no other representations or warranties with respect to the Software, including, without limitation, the express or implied warranties of merchantability, fitness for a particular purpose, non-infringement of third party rights, and all other warranties.

Errors due to changes in production system components, interfaces or parameters, use of inappropriate or defective hardware, data carriers, etc., are also excluded from liability for errors. Programmes subsequently modified by the Client's programmers or by third parties are excluded from any liability for errors on the part of the Contractor. If the Contractor also supplies software from other manufacturers, the Contractor's liability shall be limited solely to the liability for the choice of the other manufacturer and to the liability arising from the relevant (additional) contract for the purchase or supply of the software in question from the other manufacturer between the Client and the Contractor. If the subject matter of the contract constitutes a modification or addition to existing software, the liability shall relate to the modification or addition. The liability for the underlying software is not thereby revived. The Client shall, at its own risk, take care of the insurance of the programs and data relating to the installed software. 

13. Confidential information

 

The Parties agree that all information and documentation to which they have access in the course of their cooperation, or to which they have access in order to exercise their contractual rights or obligations, shall be confidential. In particular, the following information shall be considered confidential:

- any information about the Software and the Solution

- other information such as: instructions, documentation, methods, processes, formulae, systems, inventions, models, patents, methods, know how, ways of working, 

- Business data such as: turnover, list of contractors, business partners and end Clients, price lists, sources of supply, financial data and financing, information from business plans, marketing materials, plans, etc.

- any business information which is or may be classified as a business secret in the offer or contract in accordance with the relevant provisions of the Trade Secrets Act and which the receiving Party obtains directly from the disclosing Party or from a third party.

- Information which it is obvious that substantial damage would be caused if it were to come to the knowledge of an unauthorised person is also considered a trade secret.

- Confidential information does not include any information that the receiving Party can prove:

  o are in the public domain or subsequently enter it, but not for breach of this Article or other equivalent confidentiality provisions;

  o received or subsequently received by the receiving Party or permitted recipient from a third party who is not bound by any obligation of confidentiality in relation to that information;

  o must be disclosed in accordance with applicable law;

   o independently developed, or subsequently independently developed, by the receiving Party without the use of confidential information of the disclosing Party; or

   o were already known to the receiving Party, which was not bound by confidentiality obligations.

The Parties undertake to ensure that access to data relating to the contractual cooperation and all documentation, whatever the form in which it is expressed, shall be adequately protected, safeguarded and stored with the highest level of security and shall be accessible only to authorised persons. Otherwise, they shall be liable for any damage which the other Party may suffer as a result.

A receiving Party may only disclose to third parties data protected by the offer or the contract with the prior written consent of the disclosing Party. The consent shall specify the third parties and the information that may be disclosed to them. In this case, the receiving Party must enter into an appropriate confidentiality agreement with the third party. In the event of a breach of confidentiality by a third party, the receiving Party shall be liable for such breaches without limitation and jointly and severally with the third party.

The obligation of confidentiality under this contract shall be of a continuing nature until the disclosing Party decides otherwise or until the data are deemed to be public. 

The Parties undertake not to use or exploit the protected Information or to benefit from the information obtained or provided in order to carry out the purpose of this contract in any way, in any manner or for any benefit or aid or assistance, whether for their own benefit or for the benefit of their affiliates or for the benefit of third parties. The receiving Party shall be liable in damages to the disclosing Party for any loss or damage suffered by the disclosing Party as a result thereof. 

Insofar as trade secrets also contain personal data within the meaning of the applicable Personal Data Protection Act and the applicable EU Regulation (GDPR), the Parties are obliged to ensure the protection of personal data also in accordance with the provisions of the applicable Personal Data Protection Act and the applicable EU Regulation (GDPR). The Parties agree that the controller of the personal data (as well as other data in the software databases, including all trade secrets) shall be the Party operating the software in the specific territory which it holds in accordance with the offer or the contract, and that the  Party shall be solely responsible for the lawful and effective protection of such data. 

Each Party undertakes that any personal data obtained through the other Party shall remain the sole property of that Party and shall be used by that Party solely for the purpose of the cooperation, for the duration of the cooperation only. Each Party shall ensure that the personal data is physically, technically and programmatically secured in such a way that access by unauthorised persons is impossible and that access to the personal data is traceable. 

If the Contractor stores personal data with third parties and these third parties process and/or manage the personal data, the Contractor is obliged to ensure the same level of protection of the personal data as is provided for in the offer or contract and applicable law. In the event of a breach of this Article, the Parties agree that the Party that has suffered the damage may, at its discretion:

- terminate the offer or contract without notice, with immediate effect,

- claim compensation for damages and costs.

The Party in breach of this Article undertakes to indemnify the other Party against any liability for payment of damages, reimbursement of expenses or other liability to third parties.

14. Liability for damages 

The Contractor shall, within the limits of the statutory provisions, be liable for damages if the Client proves that the Contractor caused the damage intentionally or with gross negligence. The Contractor shall not be liable for damage to property caused by negligence. The Contractor shall not be liable for consequential damages. The Contractor shall not be liable for loss of data. The Client shall ensure that the data are adequately protected and backed up. The Client may only claim from the Contractor compensation for actual damages. In any event, the maximum damages that the Client may claim from the Contractor shall not exceed EUR 20 000. 

15. Force Majeure

The occurrence of an event that makes it impossible or unreasonably difficult to fulfil an obligation is a force majeure event, including but not limited to: natural disaster, pandemic, death in the family. A Party that is prevented from fulfilling its obligations under the contract by reason of force majeure shall immediately, or at the latest within 2 days of the occurrence of the force majeure event in question, notify the other Party of the force majeure. If the Force Majeure Event lasts longer than 30 days, either Party shall have the right to withdraw from the contract with immediate effect, subject to payment of all Services rendered and Solutions implemented or taken over up to that time.

A Party that fails to notify the other Party of circumstances of force majeure as provided for in the preceding paragraph of this Article in accordance with the preceding paragraph shall not be entitled to rely on force majeure as a ground for non-performance of its obligations.

16. Place of performance, territorial jurisdiction of the court 

The court of the Republic of Slovenia, namely the court of subject-matter jurisdiction in Ljubljana, shall have jurisdiction over disputes arising out of this relationship. Unless otherwise agreed, the parties shall be bound exclusively by the rules of Slovenian law of obligations applicable to commercial contracts, even if the order is performed abroad. The application of the United Nations Convention on the International Sale of Goods is excluded. 

  

17. Validity  

The General Terms and Conditions apply from 1.3.2024.