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GENERAL TERMS OF PURCHASE

1. DOCUMENT CHARACTERISTICS

1.1. PURPOSE

The General Terms of Purchase (GTP) are an integral part of any purchase agreement or order. If the GTP and the provisions of the purchase agreement do not match, the provisions of the purchase agreement apply.

To avoid any doubt, it is valid that the Supplier, by making an offer, concluding a purchase agreement in writing, confirming an order, or starting an action necessary to fulfill the buyer’s order, has accepted the GTP. If the Supplier’s conditions differ from the GTP anywhere, they do not bind the buyer without the buyer’s explicit written confirmation. By concluding the purchase agreement, the Supplier’s general and/or special conditions are excluded.

1.2. TERMS AND DEFINITIONS

Buyer: Optiprint d.o.o., hereinafter referred to as the Buyer, who concludes a purchase agreement or issues an order to the Supplier.

Supplier: A business entity, entrepreneur, or other legal or natural person who commits to supplying the product to the Buyer.

GTP: General Terms of Purchase

Product: Products, semi-products, components, raw materials, tools, services, or other items ordered by the Buyer.

Services: Intellectual or other work that does not necessarily result in a material form. The GTP provisions for goods also apply to services unless otherwise specified in these GTP.

Purchase Agreement: Any long-term or framework agreement regulating the purchase of products and the product purchase agreement concluded by the Buyer and the Supplier, including the GTP unless explicitly excluded.

Forecast, Order: A forecast is a quantity and time plan of the Buyer’s withdrawal, informing the Supplier about the products and quantities expected to be ordered within the forecasted period. A forecast does not bind the Buyer to purchase the forecasted products or quantities and is only indicative.

An order is a written document from the Buyer defining the terms of supply of purchased products (item code, quantity, delivery date, price, location).

Delivery: Delivery is the handover of purchased products to the Buyer according to the written agreement between the Buyer and the Supplier.

Place of Delivery: The place where the Supplier must hand over the product to the Buyer.

1.3. RESPONSIBILITY

Responsibility for the implementation of these instructions lies with the procurement process manager on the Buyer’s side.

2. PROCEDURE

2.1. ORDERS AND CHANGE MANAGEMENT

Orders and changes are issued by the Buyer in writing. Only written orders sent to the Supplier by email to the agreed electronic address are valid.

The place of delivery is specified in the Buyer’s order. If the place of delivery is not specified in the order, it is considered the Buyer’s warehouse under DDP Incoterms 2010. Exceptionally, the goods may be taken over at another location, about which the Buyer will inform the Supplier in advance in writing.

The Supplier must send a written confirmation of the order to the Buyer within three (3) working days of receiving the written order. If the Supplier does not confirm the order within this period, the Buyer may cancel the order within the next three (3) days, otherwise, the order is considered accepted even if the Supplier has not confirmed it in writing.

The Supplier agrees to immediately inform the Buyer in writing about any deviations that could affect delivery times, quantities, and quality of deliveries. In such cases, the Supplier must obtain written instructions from the Buyer on how to proceed.

The Buyer’s order cancellation is considered timely if sent to the Supplier before the Buyer receives the order confirmation from the Supplier or within three (3) working days of issuing the written order.

The Buyer has the right to request amendments to the order’s content and conditions, including specifications, delivery date, location, transport method, and quantity of purchased products, for reasonable reasons.

The Buyer has the right to inspect the execution of orders at any time, and the Supplier must enable this.

Ownership of purchased products passes to the Buyer on the day of delivery at the place of delivery. The Supplier’s retention of title is excluded at the latest when the purchased products are incorporated into the final product.

2.2. DELIVERY

The Supplier ensures 100% delivery accuracy (quantity, delivery date, location, quality) in accordance with the order or purchase agreement unless otherwise agreed in writing.

At the Buyer’s request, the Supplier must provide a certificate of conformity upon delivery.

The Buyer may reject the delivery of goods that are not delivered according to the order or purchase agreement at the Supplier’s expense.

All shipments must include a delivery note containing a precise description of the shipment contents, the Buyer’s item number, and the order number. The Supplier must provide all information related to export control, customs, or internal trade regulations (customs tariff) in writing.

In case of exceeding the delivery deadline, the Buyer may fully or partially withdraw from the agreement and/or demand payment of contractual penalties and compensation for actual and indirect damage exceeding the contractual penalty.

The entire order is considered delayed until all products are delivered to the Buyer. If there are multiple deadlines or positions on the order, the relationships between them and the positions apply sensibly.

2.3. PACKAGING

The packaging and/or purchased product must be environmentally safe and compliant with standards.

At the Buyer’s request, the Supplier must prepare and present a packaging and labeling proposal, which the Buyer must approve before the start of deliveries. The Supplier must professionally pack and label the purchased product unless otherwise agreed with the Buyer. The Supplier bears full responsibility for damage to purchased products due to inadequate or incorrect packaging.