General terms and conditions!

BASIC COMPANY INFORMATION

Minitec, proizvodnja strojev in trgovina z elementi za avtomatizacijo proizvodnje, d.o.o.
Teharska cesta 41, 3000 Celje, Slovenia

The company was entered in the Court Register of the District Court of Celje on 16 October 2007, registration number SRG 1/09600/00.
VAT ID: SI15822265 (VAT payer)
Company registration number: 2335506000

Bank account (IBAN): SI56 0400 0027 8235 517, held with OTP banka d.d.
SWIFT code: KBMASI2X

Standard Classification of Activities (SKD): 28.220 – Manufacture of lifting and handling equipment
Minitec d.o.o. operates the website: https://www.minitec.si/

General Terms and Conditions of Sale (Including IP & Confidentiality)

1. Scope

These General Terms and Conditions of Sale (“Terms”) apply to all sales, deliveries, and services provided by Minitec d.o.o. (“Seller”) to the customer (“Buyer”). Any differing or additional terms of the Buyer apply only if expressly accepted in writing by the Seller.

2. Quotations and Orders

Quotations are non-binding unless expressly stated otherwise.

A contract is formed upon Seller’s written order confirmation or commencement of performance.
Technical data, drawings, layouts, simulations, cycle times, and performance figures are indicative unless expressly agreed as guaranteed.

3. Prices and Payment

Prices are net, ex works (Incoterms® 2020), excluding VAT, transport, customs duties, insurance, and installation unless otherwise agreed.
Payment terms are stated in the order confirmation. Unless agreed otherwise, invoices are payable within 14 days net.
Late payments may incur statutory interest and recovery costs.

4. Delivery and Risk

Delivery dates are estimated unless expressly agreed as binding.
Partial deliveries are permitted.
Risk passes according to the agreed Incoterms® 2020.
Delivery periods are extended for events beyond Seller’s reasonable control (force majeure, supply chain disruptions, governmental measures).

5. Installation, Commissioning, and Acceptance

Installation and commissioning are included only if agreed in writing.
Buyer shall provide suitable site conditions, utilities, access, and qualified personnel.
Acceptance shall be performed according to agreed criteria. If Buyer fails to participate despite notice, acceptance shall be deemed completed.

6. Retention of Title

The Seller retains ownership of the Products until all claims arising from the business relationship have been paid in full.
7. Intellectual Property, Know-How, and Confidentiality

7.1 Ownership

All intellectual property rights and technical know-how, including but not limited to inventions, patents, utility models, designs, copyrights, trademarks, software (including source code), PLC programs, robot programs, electrical schematics, mechanical designs, layouts, calculations, simulations, process concepts, manufacturing methods, and trade secrets (collectively, “IP”), whether existing or created in connection with the Products, remain the exclusive property of the Seller or its licensors.

No IP rights are transferred to the Buyer except for the limited rights of use expressly granted below.

7.2 Right of Use

The Buyer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Products solely for the Buyer’s internal business purposes and only for their intended operational function.

7.3 Restrictions

Unless mandatory law expressly permits otherwise, the Buyer shall not: - copy, reproduce, or duplicate the Products or any part thereof; - reverse engineer, decompile, disassemble, or analyze the Products to derive design data, software, or process know-how; - modify, adapt, translate, or create derivative works of the Products; - remove or alter proprietary notices; - disclose or make available the Products, software, or documentation to third parties.

7.4 Confidential Information

“Confidential Information” includes all technical, commercial, and business information disclosed by the Seller, whether in written, electronic, visual, or oral form, including drawings, documentation, specifications, software, data files, pricing, layouts, concepts, and production methods, regardless of whether marked as confidential.

The Buyer shall: - keep Confidential Information strictly confidential; - use it solely for operating, maintaining, and servicing the purchased Products; - restrict access to employees and contractors on a strict need-to-know basis; - ensure such persons are bound by confidentiality obligations at least equivalent to these Terms.

7.5 Third-Party Access

Disclosure of Confidential Information to third parties (including affiliates, integrators, maintenance providers, or end customers) requires Seller’s prior written consent. The Buyer remains responsible for any breach by such third parties.

7.6 Software

Software supplied with the Products is licensed, not sold.
The Buyer shall not access, modify, bypass, or disable software protections, safety logic, license mechanisms, or security features.
Updates, upgrades, remote access, backups, or source code disclosure require a separate written agreement.

7.7 Duration

Confidentiality obligations apply for ten (10) years after delivery or contract termination.
IP ownership and protection apply without limitation in time.

7.8 Breach and Remedies

Any breach or threatened breach of this Section 7 may cause irreparable harm. The Seller is entitled to injunctive relief, cease-and-desist orders, and any other remedies available under applicable law, without prejudice to claims for damages.

8. Warranty

The Seller warrants that the Products conform to the agreed specifications at the time of delivery or acceptance.
The warranty period is twelve (12) months unless otherwise agreed.
The Seller’s obligation is limited to repair or replacement at Seller’s discretion.
The warranty does not cover normal wear, misuse, improper operation, unauthorized modifications, or third-party components.

9. Liability

The Seller is liable without limitation for intent and gross negligence.
In cases of slight negligence, liability is limited to foreseeable, contract-typical damages.
The Seller is not liable for indirect or consequential damages (e.g. loss of profit, production downtime), unless mandatory law provides otherwise.

10. Buyer Responsibilities and Indemnification

The Buyer is responsible for proper integration, operation, and legal compliance.
The Buyer shall indemnify the Seller against claims arising from improper use or unauthorized modifications.

11. Compliance and Export Control

The Buyer shall comply with all applicable export control, customs, and sanctions regulations and shall not export or re-export the Products in violation thereof.

12. Force Majeure

Neither party is liable for failure or delay due to events beyond reasonable control, including natural disasters, war, strikes, pandemics, or governmental actions.

13. Termination

The Seller may terminate the contract for cause if the Buyer materially breaches these Terms and fails to remedy such breach. Sections relating to IP, confidentiality, liability, and governing law remain effective after termination.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of Slovenia, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
Exclusive jurisdiction is Celje, Slovenia, unless the Seller chooses to bring an action at the Buyer’s place of business.

15. Final Provisions

Amendments or supplements require written agreement.
If any provision is invalid, the remaining provisions remain in full force and effect.