General Terms and Conditions of Sale – SRAML Food Processing Equipment Specialists

GENERAL TERMS AND CONDITIONS OF SALE – ŠRAML D.O.O.

1. Introductory provisions

These General Terms and Conditions (the GTC) form an integral part of all transactions between
Šraml d.o.o., Podnanos 66b, 5272 Podnanos, Slovenia (hereinafter the Seller) and any purchaser of
products and/or services (hereinafter the Buyer) and apply exclusively unless the Seller and the Buyer
expressly agree otherwise in writing (either by excluding these GTC or by agreeing on special conditions for an individual sale or service).
They also apply if not expressly stated in the contract or confirmed order.

Any different terms and conditions of the Buyer or other terms deviating from these GTC shall only apply if approved by the Seller in writing.
An agreed deviation from a specific provision of these GTC shall not affect the validity of the remaining provisions.

2. Definitions

Buyer means the legal entity to which the Seller supplies products or services under the Contract.

Seller means Šraml d.o.o., and this term is also used in the Contract in cases of the exclusive provision of services.

Contract means either an order contract signed by both parties or a purchase order signed by the Buyer and confirmed in writing by the Seller,
in each case valid together with these GTC.

Contract Price means the agreed price stated in the Contract for the sale of products and/or services,
including any adjustments in accordance with the Contract.

Insolvency/Bankruptcy means that a party is insolvent, makes a transfer of assets for the benefit of creditors,
a receiver or trustee is appointed for it or any part of its assets, or it files (or has filed against it) a petition under laws on bankruptcy,
insolvency, dissolution or liquidation.

Products means the equipment, parts, materials, supplies, software and other goods that the Seller has agreed to supply to the Buyer under the Contract.

Services means the services that the Seller has agreed to perform for the Buyer under the Contract.

Additional Works means any services or increased production volumes required to perform the order that were not foreseen in the Contract
due to circumstances attributable to the Buyer.

3. Offers, orders and delivery times

Price offers are issued in writing. All prices are expressed in euros (EUR). The Seller guarantees the terms of an offer or pro forma invoice
only within its stated validity period. An order is deemed received upon (i) receipt of the agreed advance payment and (ii) written order confirmation by the Seller.
The order confirmation is binding and constitutes a sales contract.

If the Buyer does not provide written comments within eight (8) days from the date of the order confirmation, the order is deemed confirmed in accordance with these GTC.
Any change or cancellation of the order is not possible unless the Seller agrees. If a change in the order causes costs, the Seller may charge the resulting additional costs.
The Seller may also refuse requested changes or cancellation. If the Buyer does not accept such refusal, it shall be deemed to have unilaterally withdrawn from the Contract
and shall not be entitled to a refund of the purchase price.

Delivery times are indicative and start from the day on which all commencement conditions defined in the offer or pro forma invoice are fulfilled.
Confirmed conditions include, in particular: payment of the agreed advance as specified in the pro forma invoice and receipt of confirmed and signed technical documentation
and samples, where required. Delivery times are given based on current production capacity.

If the Buyer fails to fulfil its obligations on time (e.g., advance payment, opening of a letter of credit, submission of documents, confirmation of technical drawings,
delivery of samples), the Seller reserves the right to extend production time based on production plans, needs and progress.

4. Specification changes

The Seller reserves the right to change specifications, replace components with equivalent parts and make technical improvements if required for technical reasons or to comply
with legal provisions. This applies only if such changes do not affect the usability of the Products for the agreed or contractually intended purpose and do not affect—or do not
materially affect—the value of the Products and are reasonably acceptable to the Buyer.

Any change must not affect the physical and functional interchangeability and operation of the Products, and the new design must be of the same or higher quality than the original design.

5. Buyer’s duties

The Buyer shall provide the Seller with all information relevant to performance of the Contract, especially where the Buyer knows or should reasonably know that the Seller does not have such
information or has not explicitly requested it.

Buyer’s duties include:

  • Timely and comprehensive provision of all data, plans and information necessary for proper performance, including room dimensions, inlet openings, technical documentation and any restrictions.
  • Ensuring that the dimensions of the space, entry openings and access to the location are adequate for entry, installation and use of the Products as specified in the Seller’s technical documentation.
  • By signing the technical documentation, the Buyer confirms it has thoroughly reviewed all dimensions, technical data and installation conditions and agrees with their adequacy.
  • If the Buyer fails to provide the appropriate information or a properly prepared space, the Seller is not liable for delays or additional costs. All resulting costs (e.g., additional travel, installation delays, adjustments of the space) are borne by the Buyer.
  • Notifying the Seller of any special circumstances (e.g., access restrictions, working hours, road closures, construction works) at the time of ordering. In the case of unusual special restrictions, notification must be sent at least twenty (20) days before the expected date of delivery or installation.
  • Ensuring safe working conditions for the Seller’s personnel, including the provision of necessary connections (electricity, water, etc.), lighting, heating, a safe storage area for equipment and sanitary facilities at the installation site.

6. Payments

General.

All payments shall be made in accordance with the contractual payment terms specified in the pro forma invoice, invoice or written order confirmation.
Payments shall be made in euros, without set-off, restrictions or conditions, and without any deductions or withholdings for counterclaims or tax liabilities.
If payments are subject to taxes or withholdings imposed by competent authorities, the Buyer shall remit the full amount including such charges.

In the case of partial deliveries of Products, the Buyer shall settle its obligations for each partial delivery in the manner defined in the payment terms for the entire delivery.

Payment delay.

In the event of late payment, the Seller may charge statutory default interest and all costs incurred in judicial or extrajudicial collection
(e.g., reminder, bailiff, legal and court costs).

If the delay exceeds thirty (30) days, the Seller may change the agreed payment term, stop deliveries and suspend production until all outstanding obligations are settled.

Additional works and costs.

Regardless of the Contract Price, the Seller is entitled to charge the Buyer for Additional Works in accordance with contractual unit prices for work or materials.
If no contractual prices are specified, charging shall be carried out in accordance with the Seller’s published price list.
Where Additional Works cannot be evaluated on the basis of contractual prices or the price list, the Seller shall prepare a quotation for Additional Works.

Any request by the Buyer that exceeds the contractual scope of work shall be deemed an order for Additional Works unless expressly stated otherwise.

If the Buyer disputes the order for Additional Works or is not prepared to provide the required payment security, and such Additional Works are essential for performance,
the Seller may suspend its obligations. In such case, deadlines for performance shall be extended accordingly.

Taxes and duties.

All tax liabilities, including value added tax (VAT) and other duties, shall be listed separately on the invoice and calculated in accordance with applicable legislation on the date of issue.

Retention of title.

Title to the goods remains with the Seller even after delivery to the Buyer until the Buyer has paid the full purchase price and all other obligations
(including default interest and costs related to the Contract or Services).

7. Delivery; transfer of title; risk of loss; storage

Delivery terms.

Deliveries are made EXW Seller (Incoterms® 2020), unless otherwise agreed in the Contract, invoice or quotation.
Transport costs, special packaging, postage, insurance, customs and other related costs are not included in the price and are borne by the Buyer unless otherwise agreed in writing.

Transport organised by the Seller.

  • If the Seller organises transportation, the Buyer shall provide accurate delivery address information during offer preparation.
  • The Seller shall provide the Buyer in advance with the exact dimensions and weight of individual Products and requirements regarding unloading means (e.g., forklift, crane or other appropriate equipment).
  • If the delivery address changes after the order has been placed, delivery costs will be adjusted accordingly, and the Seller reserves the right to charge the Buyer any additional costs.

Transport organised by the Buyer.

  • If the Buyer organises transportation, the Seller shall provide in advance the exact dimensions, weight of individual Products and all other key information necessary for proper transportation.
  • The Seller shall also provide the Buyer with requirements for unloading equipment (e.g., forklift, crane or other suitable equipment) to ensure safe and efficient loading and unloading.
  • The Buyer is responsible for ensuring the timely provision of appropriate transportation and for coordinating all aspects of transportation.
  • If the Buyer fails to provide appropriate transport or causes a delay in collection, the Seller may: (i) refuse transportation; (ii) charge any additional costs, including storage, reloading and loading costs; or (iii) extend delivery times. The Buyer shall pay all such incurred costs in accordance with the Contract.

Partial and early deliveries.

The Seller may, with the Buyer’s consent, make partial deliveries or deliver the Products before the agreed delivery date.

Inspection of goods.

The Buyer shall inspect the Products immediately upon receipt. If the delivered Products do not correspond to the documentation in terms of quantity, type or price,
the Buyer must notify the Seller in writing no later than eight (8) days from receipt.
For hidden defects that cannot be detected during a normal inspection, a period of six (6) months from receipt applies.

Transfer of title and risk.

For shipments not involving export, title to the Products passes to the Buyer upon delivery in accordance with EXW terms.
For export shipments, title passes to the Buyer as soon as the Products are cleared for export.
In the event of delay in payment or in taking delivery, the risk of accidental loss or damage passes to the Buyer at the moment the delay occurs.

Information and storage.

The Seller shall notify the Buyer of completion at least ten (10) days before the scheduled completion of the Product.
The Buyer shall take delivery no later than twenty (20) days after receiving such notification. If it fails to do so:

  • the Seller may store the goods in its own or another suitable warehouse at the Buyer’s expense; and
  • storage costs shall be charged as specified in the Contract, together with any additional handling costs (e.g., crane, forklift) at actual cost.

Unless otherwise specified in the Contract, quotation or pro forma invoice, payment of the full Contract Price is a condition for shipment of the Products.
In the event of a delay in payments and/or receipt of goods, the Seller reserves the right to change the payment terms.

8. Preparatory works, installation and commissioning

Unless otherwise agreed, installation and commissioning are not included in the offer. If the parties agree on installation, and unless agreed otherwise,
the Buyer must ensure the following before delivery of the Products or performance of the Services begins:

  • Preparation of the installation space. The Buyer shall ensure that the space is properly prepared (removal of obstacles and unhindered access). If not prepared, the Seller may charge additional costs due to lost time or additional visits. The Seller has the right to request graphic material (photographs, recordings, etc.) to verify readiness of the space and connections.
  • Unloading and bringing the equipment into the premises. The Buyer shall, in accordance with the Seller’s instructions and the confirmed floor plan, bring the equipment into the premises, unpack it and place it in the intended location, and shall provide at its own expense all necessary means for unloading (e.g., forklift, crane, trolleys or other appropriate equipment).
  • Provision of necessary installations. The Buyer shall provide all necessary installations according to the Seller’s specifications and instructions (e.g., electrical, plumbing, gas), evidenced by photographs sent at least twenty (20) days before the Seller’s arrival.
  • Provision of professional personnel. The Seller may request that the Buyer provide a local expert who will, at the Buyer’s expense, professionally inspect installed installations (gas, chimney, electrical, etc.) in accordance with the applicable legislation at the place of installation. The Buyer shall ensure the expert confirms compliance with applicable technical and safety standards and provides appropriate documentation.
  • Access and basic conditions. The Buyer shall ensure unhindered access to the installation site and provide: dry and tidy changing rooms for staff; clean sanitary facilities; a dry and safe storage place for equipment; suitable lighting; a snack for workers for every four (4) hours of work during working hours; and access to wireless internet (WiFi), especially for countries outside the EU. These conditions must be available from start to completion of installation in accordance with the agreed schedule.
  • Provision of personnel and equipment – Assistance with product placement. The Buyer shall provide a sufficient number of personnel and all necessary equipment (e.g., forklift, trolleys, crane) as instructed by the Seller. The Buyer shall appoint an authorised person for management, supervision and coordination with the Seller.
  • Installation and commissioning. If included, the Buyer shall appoint an authorised person to cooperate with the Seller and provide personnel for training on proper use, cleaning and maintenance. The Buyer shall provide all raw materials and packaging, including oenological and cleaning agents, necessary for successful startup; the type and quantity shall be agreed in advance with the Seller.

All communication between the Buyer and the Seller shall be in English or Slovenian.

Construction works.
The Buyer shall provide and arrange all necessary earthworks, construction and additional works required for the safe installation and operation of the equipment and/or as requested by the Seller, including:
experts and assistants; construction materials, tools and accessories; required equipment and supplies (e.g., scaffolding, cranes, hoists, lifting devices and other equipment and apparatus); and fuel, lubricants, electricity, compressed air, water and other resources at the location.
The Buyer is responsible for timely completion in accordance with the agreed schedule and the Seller’s instructions.

Seller’s duties.

If installation is agreed and unless otherwise agreed, the Seller shall, before the start of delivery/performance:

  • define the locations and characteristics of all necessary connections (e.g., electrical power, gas);
  • define in a timely manner all necessary raw materials and packaging required for testing and commissioning;
  • handle all property not belonging to it as a good steward;
  • provide trained personnel for successful installation and commissioning;
  • appoint an authorised person to cooperate with the Buyer and send, in due time, a list of the necessary professional personnel; and
  • notify the Buyer of: the number of people who will participate in installation and commissioning; the expected duration; and any special machine requirements (e.g., foundations, heights, construction requirements).

9. Force majeure

The Seller shall not be liable, nor deemed in breach, if its performance is directly or indirectly delayed or prevented by any cause beyond its reasonable control,
including armed conflict, acts or threats of terrorism, epidemics, strikes or other labour disruptions, or acts or omissions of any government authority,
the Buyer or the Buyer’s contractors or suppliers.

Any delay caused by the Seller’s contractors shall be deemed excusable if the Seller uses reasonable efforts to avoid the delay.
In such cases, the Seller’s time for performance shall be extended by the period of delay and by any additional time necessary to remedy its consequences.
If the delay is caused by acts or omissions of the Buyer or its contractors or suppliers, the Seller shall also be entitled to a fair price adjustment.

10. Confidentiality

Both parties shall protect all information related to the transaction (in written, oral or other form, directly or indirectly) as a trade secret,
in accordance with applicable laws and best business practices. The receiving party, its employees or related persons shall not use, disclose or transfer such information
to any third party without the prior written consent of the other party.

The Seller may process and store the Buyer’s data to the extent necessary for the performance of contracts and transactions and for as long as required by law.

11. Compliance with laws, regulations and standards

The Seller will operate in accordance with industry standards applicable to the manufacture of Products and performance of Services.
The Buyer will operate in accordance with laws and standards applicable to the installation, operation, use and disposal of Products and Services when using the equipment.

12. Limitation of liability

The Seller’s total liability for all claims of any kind arising out of or in connection with the sale of Products or provision of Services shall not exceed the Contract Price.
In no event shall the Seller be liable for loss of profits or revenue or for any special, consequential, incidental, indirect or punitive damages suffered by the Buyer.

In the case of planning, development, design and engineering services, the Seller shall only warrant the use of reasonable care in accordance with applicable law,
and not the ultimate success, unless expressly agreed in writing.

13. Warranty

The manufacturer, under the general manufacturer’s warranty, warrants defect-free operation of the Product during a warranty period of two (2) years commencing on the date
the Product is handed over to the user. Handover also includes any other delivery of the Product to the user, such as delivery for testing, rental or lease.
During this time, the manufacturer will remedy, at its own expense, any errors or technical defects arising when the Product is used in accordance with the instructions.

In the event of an error or malfunction, the user shall report it in writing to the seller from whom the Product was purchased or directly to the manufacturer.

Repairs under warranty may only be carried out by the manufacturer or by another person authorised by the manufacturer. The manufacturer shall decide whether individual parts
must be repaired or replaced. The place of performance of the manufacturer’s warranty obligations shall be the delivery term (place of delivery) stated on the manufacturer’s invoice,
unless the manufacturer specifies another place of performance. The costs of dismantling, removal, re-entry, installation or connection are not covered by the warranty.
Replacement parts must have the same function as the original, although visual differences may occur. Replaced parts become the property of the manufacturer.

If the defect cannot be repaired, or the repair takes longer than forty-five (45) days, the manufacturer undertakes to replace the Product or refund the purchase price to the Buyer.
The manufacturer provides a seven-year supply of spare parts and service after the general warranty expires.

The warranty does not apply in the following cases:

  • failure to follow the instructions for use and maintenance;
  • use of the Product for tasks for which it is not intended;
  • defects resulting from the action of any aggressive substances in the Product, atmosphere or surroundings, cleaning agents, cooling medium, additives, etc.; the user is responsible for ensuring that the substances with which the Product comes into contact do not harm the Product;
  • force majeure or external factors, overload or inadequate maintenance;
  • tampering by unauthorised persons (previous repairs by unauthorised personnel) or changes made without the manufacturer’s express authorisation;
  • inappropriate mains voltage, incorrect installation or connection;
  • the Product has not been paid for in full;
  • the Buyer used the Product despite an obvious error, defect or deficiency;
  • improper storage of the Product.

Interventions, maintenance work, etc., described in the instructions for use, are not covered by the warranty. The warranty also does not cover:
parts subject to normal wear and tear; defects caused by overloading; checks, adjustments, costs due to non-use of the Product; or damages and costs incurred during any transport of the Product.

Compensation for indirect or direct damage resulting from a defect or malfunction is not covered by the warranty. If the warranty claim is unjustified, the Buyer shall pay the repair costs.

The warranty conditions do not exclude the Buyer’s rights arising from the manufacturer’s liability for product defects. The validity of the warranty is proven by submitting the original invoice
and the handover record, if provided for the individual Product.

The Buyer undertakes to return any spare parts replaced under warranty to the Seller no later than thirty (30) days after replacement. If not returned, the Seller may charge the value of the spare parts to the Buyer.

The warranty issuer and manufacturer is:
Šraml d.o.o., Podnanos 66b, 5272 Podnanos, Slovenia.

14. Withdrawal from the contract

Cancellation by the Buyer.

The Buyer may withdraw from the Contract in the following cases:

  • the Seller becomes insolvent and compulsory winding-up, bankruptcy, liquidation or any similar procedure has been initiated against it, or there is a likelihood of insolvency;
  • the Seller is unable to fulfil its contractual obligations;
  • the Seller, without a justifiable reason, performs only a part of the order, and the Buyer has no interest in such partial performance;
  • the Buyer detects a material breach not remedied by the Seller or that cannot be remedied under the Contract.

In the above cases, the Buyer must first notify the Seller in writing of the non-fulfilment and express the intention to withdraw.
If the Seller does not begin to cure the breach within thirty (30) days of receiving written notice and fails to cure within a reasonable time, the Buyer may withdraw.
In such case, the Seller shall return all payments received.

If the Buyer terminates the Contract without any fault on the part of the Seller, it must do so in writing. In such case, the Seller is entitled to reimbursement of all costs incurred up to termination,
in accordance with the Contract. All materials and raw materials used remain the property of the Seller, and all payments received are retained to the extent permitted by the Contract.
Reimbursement of costs is calculated taking into account payments already received.

Cancellation by the Seller.

The Seller may withdraw from the Contract in the following cases:

  • the Buyer fails to comply with contractual obligations;
  • the Buyer fails to pay within the specified deadlines or in the agreed manner;
  • the Buyer becomes insolvent and compulsory winding-up, bankruptcy, liquidation or any similar procedure has been initiated against it, or there is a likelihood of insolvency;
  • the Buyer conceals facts important for performance of the Products or Services and the Seller would not have concluded the Contract had such facts been known;
  • in other cases specified in these GTC, in the Seller’s offer or by agreement.

In the above cases, the Seller must first notify the Buyer in writing of non-performance and express the intention to terminate.
If the Buyer fails to remedy the breach within thirty (30) days of receipt of the written notice and within a reasonable time, the Seller may withdraw.
In such case, the Seller shall retain payments received in accordance with the Contract.

If the Seller terminates the Contract without any fault on the part of the Buyer, it must do so in writing and shall return all payments received to the Buyer within thirty (30) days of termination.

15. Final provisions

The Seller is entitled to correct obvious typographical and calculation errors in sales documents. The transfer of the Buyer’s rights and obligations is possible only with the Seller’s written consent.

The Seller reserves the right to change these GTC without prior notice. Any change or amendment to the GTC is valid only if made in writing.
If one or more provisions of these GTC become invalid or unenforceable, this shall not affect the validity of the remaining provisions.
In the event of a dispute regarding the interpretation or implementation of these GTC or other individual agreements, the Slovenian language version shall prevail.

All potential disagreements and disputes arising from the business relationship shall be resolved amicably. If a dispute cannot be resolved amicably,
the competent court at the Seller’s registered office shall have jurisdiction. Any disputes will be resolved in accordance with Slovenian law.