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AGB_2025 - Skovela d.o.o. Roll Former for External Blinds

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Products > SPL Roll forming machine > Manual
EN AT-DE-CH SI HR-BA SRB AL-XK BG RO HU SK CZ PL IT FR ES PT
"Every great goal begins with a small step – take a brave step forward, trust in your abilities, and accelerate towards success!"
EN AT-DE-CH SI HR-BA-SRB AL-XK BG RO HU SK CZ PL IT FR ES PT
VERY DETAILED SUMMARY OF THE GENERAL TERMS OF DELIVERY, SALE AND PAYMENT OF SKOVELA D.O.O.
(Based on the text “terms_en_zveiAbout Us & Service”)
Below is a concise but comprehensive overview of the main provisions of the General Terms and Conditions used by SKOVELA d.o.o. (hereinafter referred to as the “Contractor”) in its business relationships with customers. These terms draw on the recommendations of the German association ZVEI (Zentralverband Elektrotechnik– und Elektronikindustrie e.V.) and include the so-called “Extended Retention of Title” clause in accordance with ZVEI guidelines.
1. General Provisions
  1. These Terms apply exclusively to all contractual relationships between SKOVELA d.o.o. (“Contractor”) and the Customer. Any conflicting or deviating customer terms are not recognized unless the Contractor expressly agrees in writing.
  2. All agreements between the Contractor and the Customer for the purpose of implementing the contract must be in written form (e.g., contract, order confirmation).
  3. These Terms also apply to any future transactions with the same Customer.
  4. The Customer must inform the Contractor if it cannot be ruled out that the products supplied will be delivered to consumers under § 13 BGB (German Civil Code)—including situations where they may become components of other products.
  5. The Contractor retains unrestricted ownership and possible copyright or exploitation rights to all cost estimates, calculations, samples, drawings, and similar materials (either in tangible or intangible form). These must not be shared with third parties without the Contractor’s written consent. If an order is not placed, the Customer must immediately return the documents to the Contractor.
2. Offers
  1. A contract is formed only upon the Contractor’s written or electronic confirmation of the order. Until that time, all offers (including prices, designs, or delivery dates) are non-binding unless explicitly stated as “binding.”
  2. Offer data such as illustrations, drawings, weights, and dimensions are approximate unless expressly declared otherwise. It is the Customer’s responsibility to check whether the products meet its intended purpose.
  3. If, before order completion, there is a significant rise in commodity prices, wages, taxes, or public dues, or new laws/regulations complicate the transaction, the Contractor is entitled to reasonably increase prices in line with these changes.
3. Customer’s Cooperation Obligations
  1. The Customer appoints a competent contact person to provide necessary information and decisions required for the order.
  2. The Customer must ensure all preconditions, documents, and other collaborative inputs are made available in a timely and free-of-charge manner for proper and uninterrupted execution of the order.
  3. If order execution requires modifying or expanding the Customer’s software, the Customer must provide qualified staff and, upon request, support the Contractor.
  4. If the order execution requires operating the Customer’s machinery, the Customer must provide appropriately qualified personnel.
  5. The Customer must provide all necessary in-house documentation and information without special request.
  6. The Customer bears responsibility for delays or errors caused by incorrect or incomplete data it provides.
4. Deliveries and Services
  1. Delivery and/or service times are deemed met if the Contractor informs the Customer in time about readiness for dispatch or arranges a date with the Customer for performance. Partial deliveries or partial performance are allowed if they are reasonable for the Customer.
  2. The Contractor is not liable for delivery delays due to force majeure or unpredictable events (e.g., plant breakdown, strike, shortage of raw materials, government orders). In such cases, the Contractor can extend delivery periods or withdraw from unfulfilled parts of the contract.
  3. If such obstacles last over three months, after granting an additional grace period, the Customer may withdraw from the contract regarding the unfulfilled part. In that case, the Customer cannot claim damages from the Contractor except in mandatory legal scenarios (gross negligence, intent, injuries to life/body/health).
  4. If the Contractor is responsible for a delay, the Customer may claim 0.5% of the value of the delayed portion of the order as compensation per full week of delay, up to a maximum of 5%.
  5. All further damage claims by the Customer for late delivery are excluded unless legally obligatory (e.g., for willful misconduct or gross negligence).
  6. The Customer must inform the Contractor within a reasonable time whether it intends to cancel the contract due to the delay or still wants the delivery.
  7. Services are rendered according to the latest technical standards (“state-of-the-art”) and based on requirements previously agreed upon (provided in at least text form).
  8. If products are manufactured solely to the Customer’s specifications, the Contractor does not verify their suitability or intended purpose. The Customer is responsible for the correctness of specifications and for not infringing third-party rights.
  9. The Contractor may employ its own employees or external partners, at its discretion, for completing the order.
  10. If services are performed on the Customer’s premises, the Customer must provide sufficient working space, tools, and other resources. Contractor’s employees are not subject to Customer’s instructions.
  11. The Contractor may perform deliveries/services in suitable partial segments unless this imposes disproportionate costs on the Customer.
  12. If the Customer requests a delay in dispatch, acceptance, or shipment of more than one month after being notified of readiness, the Contractor may charge storage fees of 0.5% of the value of the products per month (up to a total of 5%).
5. Confidentiality
  1. The Customer shall maintain strict confidentiality of all confidential information received from the Contractor and must not disclose it to third parties without prior written consent.
  2. “Confidential Information” includes all technical, commercial, or other information or know-how provided in any format.
  3. The confidentiality obligation continues after the contract ends, unless the information enters the public domain.
6. Prices, Shipment, Packaging
  1. Prices, fees, and other costs follow from written agreements or (if none) the Contractor’s valid price list on the day of performance. Prices are generally “ex works” (INCOTERMS® 2010), excluding packaging and shipping costs and plus VAT.
  2. If the Customer requests expedited shipping, it bears any extra costs.
  3. If the order value is below EUR 100 net, the Contractor may charge an additional EUR 15 net as a handling fee.
  4. Shipment is at the Customer’s risk. The risk of accidental loss or deterioration passes to the Customer once the goods are handed to the carrier or leave the Contractor’s facility.
  5. The Contractor decides the means of transportation (air, rail, road). Travel costs may be charged based on applicable regulations (e.g., EUR 0.80 per km for car use).
  6. Returnable pallets remain the Contractor’s property and must be returned in good condition.
7. Invoicing, Payment, Assignment of Claims
  1. Invoices are payable within 14 days from invoice date and delivery. For contracts for work/services, at least half the invoice amount is due immediately.
  2. Payment terms are considered met only if the sum is available to the Contractor by the due date. Checks or bills of exchange are accepted only by prior agreement.
  3. The Customer can exercise a right of retention (withhold payment) only for undisputed or finally adjudicated claims.
  4. Payments are allocated first to the oldest debt; where interest is due, it is settled first, followed by the principal.
  5. If the Customer is in default, the Contractor may charge statutory default interest.
  6. Where there is doubt about the Customer’s solvency (e.g., missed payments, insolvency proceedings), the Contractor may demand immediate settlement of all outstanding amounts and revoke any agreed payment schedule.
  7. The Contractor can assign or entrust third parties to collect its claims.
  8. The Customer may only offset its claims if they are undisputed or legally established.
8. Provision of Materials and Parts
Any equipment, machines, or accessories that the Contractor lends or leases to the Customer remain the Contractor’s property. They must be clearly marked as such, and the Customer must protect them from unauthorized access. If they are lost or damaged, or if any third party seizes them, the Customer must notify the Contractor immediately and bears the liability.
9. Retention of Title
  1. The Contractor retains ownership of all delivered goods until all of its claims against the Customer have been fully satisfied.
  2. Any processing or transformation of these goods by the Customer is deemed to be done on the Contractor’s behalf. If the goods become mixed or combined with other goods, creating co-ownership, the Contractor’s share is proportional to the invoice value.
  3. The Customer may resell the goods in its ordinary business activities, but all claims from such resale are hereby assigned in advance to the Contractor.
  4. In cases where a third party seizes or attaches the goods (e.g., through a court procedure), the Customer must indicate the Contractor’s ownership and inform the Contractor immediately.
  5. If the Customer is in breach (especially through payment default), the Contractor may cancel the contract and reclaim the goods.
10. Acceptance
The Customer may not refuse acceptance of deliveries because of minor defects.
11. Warranty
  1. The Contractor warrants that all deliveries and services will be carried out professionally, in line with current technology and safety standards. However, this warranty does not cover test or prototype products in development stages.
  2. In contracts for work or services, following formal acceptance, only hidden defects may be claimed; such defects must be reported in writing within two weeks of discovery.
  3. For sales contracts, § 377 HGB (German Commercial Code) applies—i.e., the Customer must inspect goods promptly and report any defects immediately.
  4. In justified complaints, the Contractor shall, at its discretion and within a reasonable period, repair or replace (free of charge) parts or services that were defective at the time of risk transfer. A standard warranty period of 12 months applies to business Customers from the time of risk transfer (unless otherwise mandated by law or in cases of intent, gross negligence, or injury to life/health).
  5. For discontinued products, the Contractor may, at its option, offer a credit note, a repair, or a replacement.
  6. The Contractor is entitled to two attempts at remedial action (repair/replacement) within a reasonable time.
  7. No cost reimbursements apply if the Customer relocates the item from its place of registration to another location in a way that exceeds normal intended use.
  8. The Contractor is not liable for any defects caused by the Customer’s own specifications (particularly where these specifications infringe the intellectual property rights of third parties).
  9. The Contractor’s liability for any damages beyond the product itself is excluded except in cases of willful misconduct or gross negligence, or liability for injury to life, body, or health.
  10. Warranty does not apply to normal wear and tear, or damage resulting from improper use, overload, or unauthorized repair/modification. If the Customer refuses the Contractor’s chance to inspect or remedy the defect, the warranty claim expires unless immediate action was essential to prevent greater damage.
  11. In the event of a serial defect (when over 8% of delivered items from the same series show defects within three months), the Contractor, at its discretion, will replace or repair the affected products. If the Contractor’s product is integrated into another product, the parties shall discuss the extent of replacements/repairs and costs.
  12. In cases of legal defects, similar rules apply, with reference to Clause 18.
12. Liability / Other Damage Claims
  1. Any further liability for damages, beyond what is specified in Clause 11, is excluded, unless mandated by law (intent, gross negligence, injury to life/health).
  2. This limitation also applies if the Customer seeks compensation instead of performance or reimbursement for futile expenditures.
  3. To the extent liability is excluded or limited, the same applies to personal liability of the Contractor’s staff, agents, or representatives.
  4. The Contractor is not liable for damages arising from the use of unreleased test products, prototypes, or pre-production devices still in development.
13. Withdrawal / Cancellation
  1. If the Contractor becomes unable to fulfill the contract for reasons under its responsibility, the Customer may withdraw from the contract entirely or partially. For partial impossibility, it is limited to that specific part, unless partial fulfillment no longer serves the Customer’s purpose. In such a scenario, damages are only available as stated in Clauses 11 and 12.
  2. If fulfillment becomes impossible for reasons not attributable to the Contractor, the contract may be adjusted accordingly. If not economically viable, either party may withdraw in whole or in part.
  3. If the Customer cancels the contract without cause, or if the Contractor is prevented from performing due to the Customer’s fault, the Customer shall compensate the Contractor for all expenses, costs, and any direct or indirect damages.
  4. Where withdrawal from the contract or cancellation involves termination of usage rights, the Customer must promptly return or destroy (where permitted by law) all originals, copies, and partial copies of software programs or related documentation.
14. Quality Assurance
The Contractor maintains a qualified and certified environmental and quality management system in accordance with ISO 14001 and ISO 9001.
15. Product Liability
If the Contractor is liable under the German Product Liability Act, the scope of liability is governed exclusively by that Act. Additional liability requires written agreement.
16. Construction Modifications, Illustrations, and Descriptions
The Contractor reserves the right to make design changes at any time. It is not obligated to implement such changes in already delivered products. All illustrations, dimensions, and technical data in catalogs are non-binding and subject to change.
17. Copyrights (Software)
  1. If the Contractor’s software is included in a delivered product, the Customer is granted a non-exclusive right (unlimited in time, unless otherwise agreed) to use the software only for the agreed product application.
  2. The Customer ensures that anyone using the software abides by these license terms. Unless otherwise agreed, the software may be used only on one computer at a time.
  3. If licensing fees depend on, e.g., the number of users or the scope of usage, the Customer must ensure the correct license terms are followed.
  4. The Customer must not modify, remove copyright notices, or otherwise disassemble the software unless expressly permitted by law. Renting, leasing, or sublicensing are forbidden.
  5. Upon termination or cancellation of usage rights, the Customer must return or destroy all copies and documentation unless legally required otherwise.
  6. If the Customer violates these license obligations, it shall pay the Contractor a contractual penalty of 10% of the total order value, but at least EUR 5,000.
18. Industrial Property Rights / Legal Defects
  1. Where the Contractor performs based on the Customer’s designs, specifications, or components, the Customer ensures no third-party rights (e.g., patents, copyrights) are infringed. The Contractor is not obligated to verify such infringement independently.
  2. The Customer indemnifies the Contractor against any third-party claims arising from such infringement and shall compensate any resulting damages or losses.
  3. If a third party claims that manufacturing or delivery should cease due to alleged infringement of their rights, the Contractor may, without further assessment of merits, withdraw from the order and seek compensation from the Customer for costs already incurred.
  4. Where the Contractor’s own products infringe a third party’s rights, the Contractor may (at its discretion) secure the right to continue use of the product, modify it to avoid infringement, or replace it. If this is impossible under reasonable conditions, the Customer may withdraw from the contract or demand a price reduction. Liability for damages is governed by Clauses 11 and 12.
  5. The Contractor is not liable if the infringement is caused by the Customer (e.g., unauthorized modifications).
  6. All further claims by the Customer regarding legal defects beyond these provisions are excluded.
19. Obligations under ElektroG (German Electronics Act)
  1. The Customer represents and warrants it will, at its own expense and in compliance with applicable laws, properly dispose of all products after their use has ended. It indemnifies the Contractor from all related third-party claims arising under § 10(2) of ElektroG.
  2. If the Customer sells the products onward to other commercial parties, it must contractually pass on the disposal obligation and ensure that subsequent buyers also take it on. Failing such pass-through, the Customer is liable for the products’ disposal itself.
  3. Any claims of the Contractor toward the Customer regarding these disposal obligations shall not lapse until two years after the definite end of the product’s use.
20. Transfer of Order
The Contractor may, without prior written consent of the Customer, outsource or transfer the whole or part of the order to third parties (subcontractors), for whose actions it remains responsible as if they were its own.
21. Data Protection
  1. In fulfilling the contract, the Contractor processes personal data relating to the Customer or its employees (e.g., contact details) in accordance with applicable data protection laws. Such data are entered into the Contractor’s systems and may be shared within its group of companies or with authorized sales agents.
  2. The Contractor reserves the right to gather information about a Customer’s credit standing in the course of the business relationship or even before, solely in accordance with the applicable data protection regulations.
22. Transfer of Risk
  1. Even if delivery is agreed “carriage paid” (freight free), the risk transfers to the Customer:
    • when the goods are dispatched or collected by the carrier, if no installation or erection is included,
    • on the day the items are taken over (or after a successful trial run) if installation or commissioning is agreed.
  2. If dispatch, acceptance, or commissioning is delayed through the Customer’s fault, the risk transfers once notice of readiness for dispatch has been given.
23. Assembly and Erection
  1. The Customer is responsible for all earthworks, construction, and other ancillary tasks at its own expense, plus ensuring availability of the necessary equipment and utilities (scaffolding, hoists, power, water, etc.).
  2. The Customer must inform the Contractor about any concealed installations or other obstacles prior to assembly.
  3. If assembly or commissioning is delayed for reasons beyond the Contractor’s control, the Customer bears the additional costs (idle time, extra travel, etc.).
  4. The Customer must confirm the hours worked by the Contractor’s personnel on a weekly basis, and formally confirm completion of the work.
  5. If the Contractor requests acceptance after completion, the Customer must comply within two weeks. Otherwise, acceptance is deemed to have taken place.
24. Suspension of Payment, Insolvency
If the Customer discontinues payments or is subject to insolvency proceedings, the Contractor may withdraw from the contract without liability for damages. Services already provided are invoiced at contract prices.
25. Export Regulations
  1. The Customer is aware that the products, information, software, and documents supplied (possibly of German, EU, or U.S. origin) may be subject to export controls. The Customer will comply with all relevant national and international export regulations.
  2. Deliveries and services are subject to the condition that their execution is not prevented by trade regulations, embargoes, or sanctions. Delays in obtaining export licenses extend any agreed delivery periods. If licenses are not granted, the contract is deemed not concluded in that regard, and damage claims due to non-fulfillment are excluded.
  3. On request, the Contractor will provide contact details of the relevant authorities.
26. Contract Language, Correspondence
The contract language is German or English. All official correspondence and documents must be in German or English. Where another language is used, the German or English version prevails.
27. Partial Invalidity
If any clause of these Terms becomes invalid or unenforceable, the remaining provisions remain valid. The invalid provision shall be replaced by a valid one that most closely reflects its commercial intent.
28. Place of Jurisdiction / Applicable Law
  1. The exclusive place of jurisdiction is the competent court in 3000 Celje, Slovenia, if the Customer is a business entity. However, the Contractor may also file claims at any other permissible court.
  2. German law (BGB/HGB) exclusively applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Key Takeaways of the Summary:
  • Scope: These Terms apply to all contractual relations between SKOVELA d.o.o. and the Customer; any customer terms that conflict are invalid unless confirmed by the Contractor in writing.
  • Obligations: The Customer must provide all necessary information, documentation, and conditions for on-time and proper performance.
  • Delivery and Liability: Delivery deadlines may be extended due to force majeure or unforeseen events; partial deliveries are allowed. The Contractor’s liability is limited to willful misconduct, gross negligence, or other legally mandated cases (e.g., injury to life or health).
  • Payment Terms: Invoices are typically due within 14 days; additional fees may apply for smaller orders or special packaging.
  • Retention of Title: The Contractor retains ownership of goods until full payment is received.
  • Warranty and Responsibility: Limited to specified periods; does not cover normal wear and tear or unauthorized modifications.
  • Intellectual Property: The Customer is responsible for ensuring that its specifications do not infringe third-party rights; the Contractor is not liable for such infringements.
  • Export Control: The Customer must comply with national and international export regulations.
  • Jurisdiction and Governing Law: Disputes are settled exclusively by the Court in Celje, Slovenia, applying German law, excluding CISG.
This represents a condensed yet detailed overview of the principal provisions set forth in SKOVELA d.o.o.’s General Terms of Delivery, Sale, and Payment. For full legal clarity, please refer to the complete original text of these Terms.


Appendix No. 1 to sale agreement Nr.:  Detailed specifications
Appendix No. 2 to sale agreement Nr.:  TECHNICAL ACCEPTANCE PROTOCOL
Appendix No. 3 to sale agreement Nr.:  DELIVERY PROTOCOL
Appendix No. 4 to sale agreement Nr.:  ACCEPTANCE PROTOCOL
Appendix No. 5 to sale Agreement Nr.: GUARANTEE

Terms: AGB_2025

Terms:  AGB ZVEI

Incoterms: 2010

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SKOVELA d.o.o. © 2001-2025 VSE PRAVICE PRIDRžANE
Payments Delavska Hranilnica D.D. Ljubljana
Dalmatinova 4 1000 LJUBLJANA
IBAN: SI56 6100 0002 9375 730
SWIFT: HDELSI22 XXX
SKOVELA d.o.o. | Tekačevo 60 | Rogaška Slatina | 3250 | Slovenia |
Showroom: SKOVELA d.o.o. | PE Zagaj | Zagaj po Bočem 10c | 3250 | Rogaška Slatina |
M_SI_EN: +386 41 696 072 | M_SI_DE: +386 40 20 50 54 |
E: sales@skovela.com | W: www.skovela.com
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