NOVI LIST D.O.O TERMS AND CONDITIONS APPLICABLE TO RENOVATIONS, PROJECT MANAGEMENT AND RETAIL SERVICES

(JVBDESIGNWORKS IS A TRADING NAME OF NOVI LIST D.O.O)

Agreement on the Supply of Goods – Terms and Conditions

The supply of Goods by Novi list, d. o. o. (Supplier) to the contracting party (Client) is subject to this terms and conditions (Supply Agreement T&C).

Stipulations of this Supply Agreement T&C prevails over any potential Client’s terms and conditions for the purchase of the goods applicable at the Client’s place of business or any other terms and conditions in any purchase order, document, or other communication of Client.

This Supply Agreement T&C may only be modified in writing signed by both Supplier and the Client.

1. DEFINITIONS OF THE TERMS. Within the scope of this Supply Agreement T&C the bellow listed terms have the following meaning:

Client – means any natural or legal person who orders and purchase the Goods, subject to the Agreement on the Supply of Goods.

Seller – is the manufacturer of the Goods, a wholesaler, exporter, retailer or other legal person participating in the supply chain of Goods who directly supplies the Goods to the Supplier for the purpose of reselling of the Goods to the Client.

Goods – is collective term for any item supplied by the Supplier under provisions of the Agreement on the Supply of Goods.

Proposal – means any offer/pro forma invoice issued by the Supplier to the Client for the purpose of supplying Goods to the Client, containing a specification of the items to be supplied.

Order Confirmation – means the Client’s written confirmation of the Proposal by which the Client orders and confirms the purchase of the items specified in the Proposal.

2. LIMITATIONS. The Supplier supplies Goods to the Client within the process of performance of design services. Agreement on the Supply of Goods, including this Supply Agreement T&C, is therefore integral part of the framework agreement, concluded between the Supplier and the Client, governing the performance of the Supplier’s Services – as e.g. Project Management Agreement (Framework Agreement). Client may elect to purchase goods, directly from the Seller, however such goods are not subject to Agreement on the Supply of Goods, including this Supply Agreement T&C. Billing disputes, delivery schedules, quality issues or any other issues arising from the Client’s own purchases of such goods remain the sole responsibility of the Client. Upon request and for additional fee, the Supplier shall assist the Client in solving these issues as well as provide other services in relation to such goods (as e.g. arranging installation of such goods).

3. Unless otherwise stated in the Proposal, Proposals are subject to change at any time without prerequisite notice. All Proposals are subject to acceptance by the Client. All Goods are subject to the Order Confirmation. By submitting an Order Confirmation, the Client accepts also any potential special or additional terms and conditions expressly set out in the Proposal and/or gives the consents expressly set out in the Proposal. The Supplier shall not order or supply any Goods not previously specified in the Proposal. Purchase orders shall not be issued until the Supplier has received Order Conformation. The Order Confirmation is binding for the Client. The Order Confirmation is subject to this Supply Agreement T&C. The Order Confirmation are non-cancellable and the supplied Goods are non-returnable. The Client may not change, cancel, or reschedule Order Confirmation without Supplier’s written consent.

4. The price of each specific item is set out in the Proposal specification. The prices quoted in specification include the freight charges, but do not include taxes, duties, tariffs or any other similar charges or fees for additional services or expenses, including but not limited to any extraordinary increased freight charges, increased operating expenses (collectively, Additional Fees). Unless otherwise stated in the Proposal, Client is responsible for any and all Additional Fees. Prices are subject to change due to price increases at the Seller, change in exchange rate, quoting errors, updating pricing due to delays in Order Confirmation or any other reason. The price of Goods dispatched on or after the effective date of any price increase will be at the price in effect at the time of dispatch.

The price of the Goods as specified in the Proposal does not include payment for any other services (e.g. arranging the processing or installation of the Goods), provided by the Supplier in the scope of Framework Agreement (except for the supply of the Goods), and will be charged additionally, in accordance with the fee, agreed in advance in writing by the parties.

The Client acknowledges that the Supplier’s retail prices for the supplied Goods include the value of the Supplier’s retail margin. The Supplier shall not disclose any information regarding prices acquired as a participant in the supply chain of the Goods and will protect this data as a confidential trade information.

5. TERMS OF PAYMENT. Advance payment of the entire (100 %) purchase value of the Goods is required in accordance with the Proposal and Order Confirmation. The Supplier shall place the order with the Seller only after the Client has paid the pro forma invoice in full. Payment is due as stated on Supplier’s invoice without offset or any deduction for withholding taxes or any other reason. On any past due invoice, Supplier may charge statutory interest from the payment due date to the date of payment. Supplier may modify any payment terms prior to the Goods being dispatched, or delay, reschedule or cancel any dispatch or order for any reason.

6. DELIVERY. Unless otherwise stated in the Proposal, all supplied Goods are delivered to the location defined by the Client . If the Supplier quotes the delivery date, such date is only an estimate and inter alia subject to the Supplier’s timely receipt of the Goods from the Seller. Supplier shall not be responsible or liable for any costs, losses or damages arising out of or related to: (i) any failure to deliver Goods within the time prescribed therefor; (ii) delay in delivery; (iii) partial delivery or (iv) early delivery. The Client is bound to accept Goods notwithstanding of delayed, partial or early delivery. The Client can not cancel an Order Confirmation based on delay in the delivery of all or part of the Goods under Order Confirmation or based on delay in the delivery of any other Order Confirmation(s).

7. INSPECTION OF GOODS. The Client is bound to inspect the Goods in accordance with the statutory provisions (governing the sales contract, contract for work, service contract or any other contract, whichever is appropriate according to the common intent of the Supplier and the Client, pursued by them in the Framework Agreement) and in accordance to the wholesaler’s return policy on damaged goods. Such information will be stated on each offer/pro forma invoice. Any delay in the performance of the services due to the Client’s failure to inspect the Goods in a timely manner shall be the sole responsibility of the Client. If the Supplier and the Client have agreed that the Supplier shall arrange the items supplied under the Agreement on the Supply of Goods and this Supply Agreement T&C to be processed or combined with other items by any Third Person (Processing of the Product), the Supplier shall inspect the Goods prior being processed on behalf of the Client only on the basis of the Client’s express authorisation. If the Supplier does not have the Client’s authorisation to inspect the Goods, Processing of the Products will not start before the Goods have been inspected by the Client.

8. TITLE AND RISK. Title shall pass to the Client upon delivery of the Goods. The Client assumes the risks from the moment of delivery, unless the Supplier and the Client have agreed that the Supplier shall install, assemble, mount, display the items or do any similar work (Installing of the Product). If Installing of the Product is agreed, the risk is assumed after the installed item is inspected or could be inspected. If the Processing of the Product is agreed, the title and the risk shall pass to the Client prior the item is

9. WARRANTY. The Client acknowledges that the Supplier is not the manufacturer of the Goods supplied under the Agreement on the Supply of Goods and this Supply Agreement T&C. The Supplier is not liable for any material and/or legal defects of the Goods to a Client-Non-Consumer. For additional fee the Supplier will assist the Client by enforcing the Client’s warranty claims against the To the Client-Consumer the Supplier shall be liable for the non-conformity of Products within the scope of the Consumer Protection Act.

The Supplier MAKES NO OTHER WARRANTY to the Client (Non-consumer and Consumer), express or implied. All other warranties or other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by the law.

The Supplier shall be under no liability to the Client (Non-consumer and Consumer) in respect of any defect in the Goods arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal working conditions, failure to follow the Supplier’s or manufacturer’s instructions, misuse or alteration or repair of the Goods without the Supplier’s approval, or any other act or omission on the part of the Client, its employees or agents or any third party.

Supplier shall pass to the Client (Non-consumer and Consumer) any transferable warranties, indemnities, and remedies provided to the Supplier by the Seller, including those for the intellectual property infringements, if any, to the extent it is permitted to do so.

10. UNSUBTANTIATED GOODS RETURN. In the case of the Client’s unsubstantiated return of the Goods, the Supplier may return the Goods that are not eligible for their return under the provisions of the Supply Agreement T&C and applicable law to the Client at the Client’s expense or hold such items to be collected by the Client at the Client’s expense, including the cost of storage.

11. LIMITATION OF LIABILITY.In any action under or relating to the supply of the Goods by the Supplier, whether based in contract, warranty, tort (including negligence) or any other legal ground, Supplier shall not be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of use, rework, repair, encroachment upon the reputation or loss of customers even if the Supplier has been advised of the possibility of such damages. The Supplier shall not be liable for backorders or delays due to manufacturing issues. In no event shall the Supplier’s liability arising out of or in connection with the supply of Goods exceed the total amount paid to the Supplier for the specific Goods. To the extent the Supplier cannot lawfully disclaim any implied or statutory warranties, the Client’s statutory warranty rights are not affected by this limitation of liability.

12. FORCES BEYOND SUPPLIER’S CONTROL. Supplier will not be in breach of the Agreement on the Supply of Goods and will not be liable for failure to fulfil its obligations under such Agreement, if any such failure or delay is due to or arising out of Force Majeure, an act of nature, act or omission of the Client, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labour, energy, fuel, materials or Products, strike, labour action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labour, materials or Goods through regular sources, communication or power failures or any cause beyond the Supplier’s reasonable control.

13. PREVAILING LANGUAGE. This Supply Agreement T&C are drawn up in the Slovenian and English language. In the event of any inconsistency or conflict between the Slovenian and English version, the Slovenian version shall prevail.

14. GENERAL.

1. 1. The Agreement on the Supply of Goods including this Supply Agreement T&C shall be governed, construed, and enforced in accordance with the Slovenian law without reference to the conflict of laws principles. The courts of the Slovenia (i.e. the competent court in Ljubljana) shall have jurisdiction and venue over all controversies arising out of, or relating to the Agreement on the Supply of Goods and this Supply Agreement T&C. Each party consents to the exercise by any such court of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Supply Agreement T&C neither to the Agreement on the Supply of Goods.
   2. Client may not assign the Agreement on the Supply of Goods or any right or obligation hereunder without the Supplier’s prior written consent.
   3. The unenforceability or invalidity of any term or condition of the Agreement on the Supply of Goods including this Supply Agreement T&C will not affect the remainder of this Supply Agreement T&C.
   4. The Client consents to the Supplier to process the personal data obtained by the Supplier in connection with the supply of the Goods, as follows: (i) in strict accordance with applicable law including EU data protection principles and requirements; (ii) solely for the purpose of facilitating communication and collaboration and for purchasing Products/supplying Goods and for no other purposes (iii) to the minimum extent necessary to achieve the purpose of the data processing.

Justin Richard Young, Director