General terms and conditions of M Sora d.d. Žiri
1.1. These general terms and
conditions of M Sora d.d. Žiri govern mutual rights and obligations between M SORA
d.d. (hereinafter referred to as: the seller) and the buyer, and apply to the
orders of goods and services which the seller supplies or provides,
respectively. These general terms and conditions (hereinafter referred to as:
terms and conditions) apply also if the seller supplies the products only or
provides the services only.
1.2. Contractor is any legal or
natural person who partially or in whole perform services on behalf of the
1.3. Should the buyer’s terms and
conditions differ from the seller’s ones the latter shall prevail. Even if the
seller fails to explicitly state that they do not agree with the terms and
conditions of the buyer the seller’s terms and conditions shall apply. Terms
and conditions apply to all cases even if not mentioned specifically.
1.4. Should any provision of these
terms and conditions be invalid this does not affect the validity of other
provisions. Both the seller and the buyer undertake to replace any such
provision with a valid one without undue delay. Any discrepancies from the
terms and conditions are subject to a written consent of the seller.
2. FIRM AND SEAT OF THE SELLER
2.1. M SORA d.d., Trg svobode 2, SI-4226 Žiri
3. QUOTE AND ORDER
3.1. The seller shall accept orders
and sell goods and provide services in accordance with these terms and
The seller shall make a quote on
the basis of survey or measurements. In certain cases that are to be decided at
the seller's own discretion the seller may require a written order from the
buyer to make a quote.
3.2. With new developments the buyer
is obliged to ensure that level markers are placed next to all openings, before
the surveying process takes place.
3.3. Unless specifically stated
otherwise in the quote itself any quote submitted is for information purposes
3.4. The surveys are performed by a
duly authorised person of the seller who at the same time personally checks the
site where the works are to be carried out. If the buyer performs the surveying
themselves the seller shall not be held responsible for errors
arising out of inaccurate
measurements. The same applies if the order is sent by e-mail or facsimile
without prior measurements being undertaken by the seller.
3.5. The buyer is obliged to warn the
surveyor of any potential hidden obstacles (poor installation, poor plasterwork
etc.), otherwise the buyer shall assume responsibility for the costs resulting
from damages caused to installations or plasterwork during the installation
3.6. The seller does not provide the
service of structural analyses. If it turns out that the order has to be
changed on account of structural analyses or changes made the buyer shall cover
the costs incurred in relation to any such changes.
3.7. The measurement sheet and the
quote comprise overall dimensions of the subframe and the overall dimensions of
the window, respectively. All drawings are made following the „look from the inside“
principle. The same applies to entrance doors. The only exception to this is a
model of the entrance door whose drawing has a text „as seen from the outside“
3.8. Alternatives are not included in
the sum of items.
3.9. By placing an order, the buyer
is entitled to a one-time survey of the building; each additional survey shall
be charged by the seller at a price of 200 EUR per survey; if the building is
situated abroad the higher price may be charged and the buyer shall be informed
thereof in advance. If, after the survey has been completed, the buyer refuses
to accept the quote, they shall not be reimbursed for the money they paid for
the services provided. If the building is not ready at the time when the
surveyor’s visit is scheduled, an additional visit shall be charged for.
3.10. Such extra pay amounts to 100€
for small orders. Any order amounting to less than 500€ is considered small
3.11. By signing the statement, the
buyer confirms the entitlement to the application of reduced tax rate as
stipulated under the Value Added Tax Act. Upon the survey(s) and upon the first
bank wire, respectively, the buyer shall state the exact address to feature on
the invoice as well as a VAT ID number if they are liable to pay VAT. Any
subsequent changes cannot be considered by the seller.
3.12. Before confirming the quote the
buyer must inspect the quote thoroughly (i.e. they have to verify the drawings
and data), and in case of any
ambiguities require an explanation from the seller to avoid any
misinterpretations concerning the implementation, dimensions and calculations;
ambiguities identified at a later stage cannot be the subject of any of the
3.13. If an error in the surveying
process is due to the seller’s mistake the latter shall remedy such error.
3.14. The buyer's request for an
explanation concerning the ambiguities submitted after the contract had already
been concluded does not justify the change of the order placed and does not
constitute grounds for filing a complaint.
3.15. Should the buyer make demands
that are professionally unacceptable the seller shall merely issue a warning to
the buyer. Should the latter insist on such demands the seller shall waive any
damages. Should the buyer make
demands that are not in line with the professional standards the seller
reserves the right to change the warranty conditions.
3.16. The seller’s quote shall be deemed
· a written confirmation by the
· the payment, either partially or
in whole, of the agreed amount;
· a delivery of security for
· the fulfilment of any other
condition explicitly stated in the quote itself;
· any other affirmative action if
the business relationship between the seller and the buyer is a
well-established one and the seller considers such action as relevant.
3.17. In all cases listed above it is
deemed that the buyer has thoroughly examined the quote, that they understand
it, that the quote is in line with their requirements and that they are
familiar with the general terms and conditions of M Sora d.d.
3.18. Any agreements, quotes and
confirmations between the seller and the buyer are valid only if made in
writing. Oral agreements are not valid and enter into force only when the
parties hereto sign any such agreement in writing.
3.19. The buyer may amend any
information that might affect the ordering of goods or the provision of
services no later than 3 business days following the confirmation of the quote.
Any such amendment is valid only if made in writing. Once the above-stated
period expires no amendments are possible or the costs arising out of or in
connection with them are to be covered by the buyer.
3.20. The quote is valid for 30 days.
If a new quote is issued it shall replace the previous one.
3.21. The seller reserves the right to
refuse to do business with any company, person or entity.
4. PRICES AND PAYMENT TERMS
4.1. Prices are determined and
expressed in Euro.
4.2. Price per unit includes neither
the value added tax nor the costs of installation. VAT is charged and stated
4.3. The seller determines and
changes their prices at their own discretion, and shall charge the buyer for
the supply of goods and the provision of services at prices indicated in the
4.4. The quote contains the payment
terms as well.
4.5. If there are several discounts
stated in the quote they cannot be combined, but rather each subsequent
discount shall be charged from the new base amount.
4.6. An advance payment discount is
reduced by the amount of interest in accordance with the Consumer Protection
Act, official consolidated text, ZVPot-UPB2 (Official Gazette of the Republic
of Slovenia, No. 98/2004 as amended).
4.7. Orders that include the installation
by the seller can be paid as follows: 100% advance payment at the time of
placing the order or 50% advance payment and the balance of 50% at least 7 days
before the installation or as agreed.
4.8. Orders that do not include the
installation by the seller can be paid as follows: 100% advance payment at the
time of placing the order or 50% advance payment and the balance of 50% at
least 7 days before the delivery or as agreed.
4.9. In case the seller grants a
discount to the buyer who decides to pay the entire amount in advance such
discount shall only be applied upon 100% advance payment following the
confirmation of the quote.
4.10. The buyer shall wire the
purchase price to one of the bank accounts stated in the quote or invoice.
4.11. The seller may issue partial
4.12. In case of late payment or
non-payment the seller shall issue a reminder to the buyer. In case of
non-payment the seller retains the title on the goods even after the latter had
been delivered to the buyer until the buyer has paid the purchase price in
full. Until they pay the purchase price in full the buyer shall treat the goods
with all due diligence.
4.13. In case of non-payment or late
payment the seller reserves the right to take the goods back (non-installed
components as a whole, installed components - only the casements). The buyer
shall enable the seller an unhindered access to these components as well as to
take them away.
4.14. In case of installing the
products for which the purchase price has not been paid in full the seller
reserves the right to be reimbursed for the benefits the buyer has had by using
5. DELIVERY, INSTALLATION AND ACCEPTANCE
5.1. The envisaged delivery deadline
determined by the seller shall start running on the 3rd day following the
completion of the following conditions: the quote is confirmed and the purchase
price is paid in accordance with the payment terms. If during the
implementation of the transaction it turns out that certain technical issues
have to be clarified in order to correctly and professionally fulfil the
service which could not have been anticipated by either party such delivery
deadline shall be extended accordingly.
5.2. If following the confirmation
the buyer requires certain items from the confirmed quote to be changed or
additional components and works to be supplied and implemented, respectively,
the deadline envisaged for the completion of the task shall be extended
accordingly and shall start running again on the 3rd day following the moment
when, after additional surveys had been done, all conditions under clause 5.1
have been met.
5.3. The seller shall either by
telephone or in any other appropriate manner inform the customer of the date of
delivery and installation at least three days before they begin with the
5.4. The buyer may accept the goods
from Monday to Friday between 8 am and 2 pm with a 24-hour notice. Once taken
away by the buyer the goods may neither be returned nor may the buyer demand
from the seller to have them replaced. Furthermore, any joinery items the
installation of which is arranged by the buyer themselves may not be the
subject of any defective product claims if such defects may be the result of
unprofessional installation or damages during transportation. If the buyer
accepts the joinery themselves, they are obliged to inspect it before the
transportation, and notify the seller of any shortcomings - later complaints
will not be considered.
5.5. In case of new developments,
level markers shall be prepared before the surveying process, otherwise the
seller shall not be held responsible for the height of the door. The buyer is
obliged to warn the seller and the installation crew of any potential obstacles
(hidden tubing, plumbing, wiring...), otherwise they shall cover the costs
resulting from damages caused to installations as well as the costs of delay in
the installation process.
5.6. If the buyer falls behind with
the acceptance of goods by more than 10 days, they shall be charged the
demurrage as per the applicable price list, and the very moment they fall
behind the given time limit they shall also become liable for the risks of
unintentional destruction or damage to goods.
5.7. If the seller extends the
delivery deadline the buyer and the seller may agree on a reasonable extension
of the time limit for the acceptance of goods as well without indemnity for the
5.8. The seller shall not be held
responsible for any damage if the delay is longer than 30 days. In case of
delay not longer than 90 days the seller shall be liable for damages up to 3%
of the value of the concluded transaction. At a certain phase of the project
partial deliveries are possible as well.
5.9. The seller’s obligations under
the agreement shall enter into force only once the buyer’s obligations had been
complied with in full. If the buyer refuses or fails to fulfil the obligations
within a reasonable time limit the seller may withdraw from the agreement and
demand to be reimbursed for the damage incurred.
5.10. Unless they are explicitly
stated in the quote the works listed hereunder are not included in the proforma
invoice although they might be necessary for a successful and sound
installation of the joinery:
· use of a car lift;
· use of an aerial platform;
· use of a lift bucket;
· setting up a scaffolding;
· obtaining consents to block the
roads in areas where the legislation so requires (e.g. city centres).
Unless they were explicitly
stated in the quote M SORA d.d. shall charge the buyer for the costs incurred
in relation to renting or using the equipment as well as the costs of obtaining
the required consents. By confirming the
quote, the buyer undertakes to pay such costs.
5.11. The seller reserves the right to
change the windows or the anticipated method of installation provided the
circumstances have arisen that neither of the party was able to foresee at the
time of concluding the
transaction. This involves
mainly replacing old windows when the openings were not prepared as agreed
5.12. Any potential tasks not included
in the quote such as hammering the wall, masonry works, sealing, paintwork,
plasterwork shall be charged extra.
5.13. During installation, the seller
shall ensure that the working site is always clean, without any waste, and is
obliged to dispose of any waste and separate it properly.
5.14. Treatment of the reveals with
plaster boards, provided the latter is included in the quote, shall be
implemented up to phase 1. It includes
the installation of the boards, sealing of the joints and points of attachment
as well as treatment of the joints with lateral components. The finishing is
not included in the quote.
5.15. Should the buyer opt for the
installation under the RAL guidelines they shall ensure that the surface of the
reveals is well smoothed.
5.16. If the buyer orders a wrong
product or if they fail to fulfil their obligations after they had placed the
order, the seller may demand to be reimbursed for the costs incurred in
relation to this. The amount of costs resulting from the cancellation of the
order depends on the phase of the order (call, supply of materials,
manufacture). If it turns out that a wrong product was ordered the latter
cannot be returned - these are custom-made products.
5.17. If the seller provides a
delivery without installation the buyer is responsible for unloading of the
products. The buyer is obliged to ensure that the driveway to the facility
where the cargo vehicle is to be unloaded is free of any obstacles. The
liability for products is passed to the buyer at the time the vehicle carrying
the products arrives at the site of unloading.
5.18. If the seller provides delivery
without installation the buyer must inspect all components immediately after
acceptance, and shall notify the seller of any potential defects within three
days. Failing to do that, it shall be deemed that the components they accepted
had no defects.
5.19. Visual quality of the glass
shall be assessed in accordance with the Guidelines for assessing visual quality of construction glass.
5.20. The buyer is obliged to provide
security and protection of the site during installation.
5.21. Before installation, the buyer
shall remove any obstacles that might hinder smooth installation, and shall
thus ensure unhindered course of works.
5.22. At the time of installation, the
buyer shall ensure that the driveway to and the entrance of the facility are
free of any obstacles. At the same time, they shall provide free power supply
5.23. M SORA does not provide electric
installations or connections.
5.24. RAL installation materials have
a UV resistance of 2-6 months. If the buyer fails to finish the façade within
this period they shall provide adequate protection for the materials.
5.25. The services of dismantling,
installation, finishing works and disposing of old components shall be charged extra
and are not included in the price of components. The installation involves
anchoring the component into an opening made beforehand by using special turbo
screws for concrete and by sealing it according to the type of installation
selected. The seller shall not be held responsible for damages caused to the
reveals during a dismantling procedure.
5.26. The buyer shall be present
either in person or through an adequately authorised person (written
authorisation is required) both at start and upon completion of installation
and shall accept the goods.
5.27. Upon completion of installation
the buyer shall together with the installer inspect the facility and sign a
Report on items installed which shall have all relevant comments and agreements
noted down. In case of the buyer’s absence it shall be deemed that the goods
accepted had no defects or shortcomings.
5.28. If the goods are to be delivered
abroad the buyer shall ensure that the seller adjusts the products so the
latter meet specific requirements of the relevant country. To this aim they
shall submit all specific requirements to the seller at the very first inquiry,
and shall check them again before placing the order. If they fail to do this
and do not provide the required information on time, the buyer shall be
responsible for any products not meeting specific requirements of the relevant
5.29. If the buyer delegates the
supervision of the construction site to an adequate professional the latter
shall appoint supervisors, and shall inform the buyer and the seller thereof.
5.30. Supervisors shall have the right
to inspect all the documents provided such control falls under the scope of
fulfilling the seller’s contractual obligations.
5.31. If so requested by the
supervisor the seller shall participate in the implementation of such control.
5.32. Any unforeseen or additional
tasks are subject to the conclusion of a written agreement. The implementation
of these tasks is subject to the written consent of the buyer.
6. REPAIRS AND MAINTENANCE
6.1. The customer shall maintain and
use the products in accordance with the manufacturer’s and supplier's
instructions otherwise they will not be able to assert any claims.
6.2. Upon receiving the invoice, each
buyer shall also receive a printed copy of Instructions for use and maintenance
together with a warranty certificate. The text is available also on the
seller's web site. Any handling with the product not in line with such
instructions will annul the warranty for good.
6.3. If the buyer incurs damage for
reasons on the side of the seller the maximum amount of damages shall be
limited to 10% of the transaction concluded. The seller shall not be held
responsible for damage if the latter results from the breach of contract due to
6.4. Once two years have passed from
the date on which the buyer accepted the completed transaction, they may no
longer invoke defective workmanship. The seller provides a 2-year warranty for
their own products while others are subject to the warranty granted by
respective manufacturers. For insulation glass a 5-year warranty applies.
6.5. Larchwood is extremely sensitive
to lime. When larchwood comes in contact with lime dark spots will be formed on
the window frame that cannot be removed. This, however, is not covered by the warranty.
applied to larchwood washes away with rain. Consequently, the oil shall be
re-applied every 6 months.
6.7. With wood of coniferous trees,
larchwood in particular, there is a possibility of resin dripping from hidden
pockets (at high temperatures, summer months, exposed areas etc.). Larchwood in
particular contains high amounts of resin. The latter can be removed from the
surface of the window during colder periods when it is cured. Resin dripping
from the hidden pockets of the wood of coniferous trees is a natural phenomenon
and is thus not covered by the warranty.
6.8. In case of repeated order colour
nuances are not and cannot be the subject of complaint.
6.9. Wood is a natural material.
Therefore, nuances of colour and structure are not covered by the
6.10. External condensation is due to
specific microclimate conditions and is the consequence of excellent insulation
properties of glass. The phenomenon is of physical nature and is temporary, and
as such is not covered by the warranty.
methods and sealing materials which are getting better and better have led to a
situation where there is hardly any circulation of air in the buildings.
Ordinary ventilation usually does not provide enough fresh air to the interior
which might lead to mould
formation and damage on account of increased humidity. Heating systems with
lower temperatures (e.g. floor or wall heating systems) may also contribute to
the formation of condensation, especially if such systems are not adequately
sealed on the outer walls.
The seller recommends that a
detailed ventilation plan be drawn up. The ventilation and heating concept
shall be prepared by a professional who considers not only the quality of
insulation of individual parts but also the ventilation of the entire building.
The humidity in the interior
shall at all times be below 55% of relative humidity, otherwise damage to
window components due to increased humidity levels cannot be excluded.
In order to prevent or decrease
the condensation we recommend that the following measures be taken:
· regular and adequate
· prevention of overpressure in
· the best possible circulation of
air around the windows; curtains, internal shutters and objects next to windows
(e.g. flowers) hinder access of warm air to windows.
6.11. In certain situations,
especially when different parts of a large glass panel heat unevenly, with
differences over 40 degrees Celsius, thermal break might occur that is not
covered by the warranty. By ordering tempered glass the buyer may prevent the
occurrence of thermal break, and may contribute to better stability of glass
surfaces with minimum costs.
6.12. In order to decrease the
possibility of condensation, while planning, one should not forget about the
effects the heating has on glass joints and angle glass joints as well as on
large glass surfaces in general.
6.13. In case of tempered glass visual
anomalies might be formed which can be seen as waves or rainbow effect (the
consequence of anisotropy). This is a possible result of glass tempering that
cannot be avoided and is not covered by the warranty.
6.14. A special feature of tempered
glass is that it can break without any apparent reason. The phenomenon is
called the spontaneous breakage, and is not covered by the warranty. The cause
of the breakage is the molecule of nickel sulphide that has a negative
temperature elongation. While the glass molecules shrink when the glass is
cooling down the nickel sulphide molecule expands. If the molecule finds itself
in the middle of the glass (in the field of tension stress) local stress is
formed that might exceed the tension stress of the glass, and the latter might
break. Even though this is a rare phenomenon, the possibility of spontaneous
breakage might be minimised under the requirements of EN 14179 by exposing
glass to additional testing called Heat
Soak Test (HTS). Tempered glass
is usually not subject to such testing yet it may be performed at the request
of the buyer at an extra cost.
6.15. Due to different types of
coating different colour nuances may be observed from the outside, both for
ordinary and tempered glass, especially when it is cloudy. These nuances are
not covered by the warranty.
6.16. The warranty also does not cover
the rattling and the sagging of decorative grid profiles.
6.17. With angled windows the casement
and the frame shall be sanded so you will be able to open the windows. This,
however, depends on the profile of the window and the angle of the inclined
6.18. Other warranty conditions are
contained in the warranty certificate which is handed over to the buyer
together with the invoice.
6.19. Adjustments of components are
not covered by the warranty. The warranty also does not cover the process of
remedying defects that are the result of incorrect handling with the joinery
(single-handed opening and closing of large components). The customer shall
enforce the warranty in writing with clearly listed defects and the invoice
attached thereto. In case of legitimate complaint, the seller shall remedy the
defect without undue delay or within 45 days as of written request for
remedying the defect as
stipulated by law. If repairer
comes in vain the buyer shall pay for one hour of work as well as for the commuting
6.20. The period during which the
manufacturer provides spare parts shall be another 3 years following the expiry
of the warranty period.
6.21. The seller reserves the right to
fulfil the warranty requirements either by repairing the existing components or
replacing them with new ones.
6.22. M Sora d.d. represents and
warrants that their products are manufactured under the conditions prescribed
by the standard governing the CE marking. All information is available at: www.m-sora.si
6.23. Warranty period starts running
on the date determined in the Report on the components installed.
6.24. If the installation was not
carried out by the seller the buyer shall be liable for the installation.
Components not installed by the seller are not covered by the warranty.
6.25. In case of complaint the
customer shall contact the seller either by telephone or e-mail at email@example.com.
6.26. A complaint does not mean the
buyer may retain any potential amounts to be paid.
6.27. The buyer is familiar with the
fact that the joinery has to be regularly maintained and adjusted if required.
For more information on this see the warranty certificate. Warranty
certificate/instructions for use can be found at: www.m-sora.si
6.28. Buyer's lack of understanding of
the quote or of the terms and conditions is not covered by the warranty.
7. DISPUTE RESOLUTION
7.1. The seller and buyer shall
endeavour to resolve any disputes among them by agreement. Should this not be
possible the Local Court in Škofja Loka shall have jurisdiction over the
matter. In cases which in accordance with the provisions of Article 32 of the
Contentious Civil Procedure Act (ZPP) fall outside the jurisdiction of the
Local Court in Škofja Loka the District Court in Kranj shall have jurisdiction
over the matter.
8. FINAL PROVISIONS
8.1. These terms and conditions shall
apply as of 1 June 2019 and until cancelled.
8.2. The buyer agrees with the seller’s
storing and using the buyer's data for business purposes under the applicable
legislation. The seller shall not pass the buyer’s data to any third party.
8.3. All technical details as well as
samples, brochures, catalogues, drawing and similar shall remain intellectual
property of the seller and are protected by copyright in terms of reproduction
8.4. If the job is to be carried out
abroad (supply of goods and/or provision of services) these terms and
conditions shall be translated into the official language of the country where
job is to be carried out. The buyer shall receive these terms and conditions in
the Slovene language as well as in the official language of their country.
Individual provisions of these terms and conditions shall be construed in
accordance with the Slovene version of the text.
Director M SORA d.d.
Dolenc univ. dipl. ekon.