GENERAL TERMS AND CONDITIONS - PERGOLA, CARPORT

 

I. INTRODUCTION

 

Article 1

These General Terms and Conditions govern the rights and obligations between the seller (MISTERAL d.o.o.) and the buyer that are not specifically covered in the offer and contain provisions on the seller's name and registered office, the offer, price, payment terms, delivery and installation, warranty, warranty claims and dispute resolution.

 

Article 2

In the event that the buyer's general terms and conditions differ from those of the seller, the seller's general terms and conditions shall apply, except where the use of the buyer's general terms and conditions has been expressly agreed in writing.

 

II. BASIC COMPANY DATA

 

Article 3

Company: MISTERAL okna, vrata, senčila, projektranje, inženiring in svetovanje d.o.o. Registered office: 18a Zdolska cesta, 8270 Krško, Registered number: 6130143000 VAT ID: SI85806129 (taxable entity)

 

III. OFFER

 

Article 4

The seller shall make an offer on the basis of the relevant measurements carried out by an authorised person of the seller. The seller is thus responsible for the dimensional suitability of the PERGOLA (aluminium construction with rotating louvers or sliding panels) and the installation.

 

Article 5

The seller shall not be held liable for any errors resulting from incorrect measurements if the measurements are taken by the buyer. Any costs incurred as a result of incorrect measurements shall be borne by the buyer in full. In the event of a measurement error made by an authorized professional person of the seller, the seller shall bear the cost of the error. The buyer, however, shall not be entitled to reimbursement for any failure to complete the work on time and in full, as per the agreed installation date. The seller is obliged to remedy the defect in the shortest possible time.

 

Article 6

The offers provided are for informational purposes only.

 

Article 7

Before accepting and confirming the order, the buyer is obliged to examine the offer carefully (checking the drawings and data) and, in case of any ambiguity, to request further clarification from the seller.

Upon confirmation of the offer and delivery, the buyer may no longer request clarification of any ambiguity nor may this be the subject of any claim.

If the buyer makes requests that are deemed professionally unacceptable by the seller, and despite prior written warnings (such as letters, SMS, emails, or social media messages), the buyer insists on proceeding with those requests, the seller shall be relieved of any liability for damages. In the case of customer requirements that do not align with the professional standards, the seller retains the right to modify the warranty period of the products.

 

Article 8

The acceptance of the offer/confirmation of the order shall be subject to the following considerations:

• written confirmation of the offer, pro forma invoice for the order,
• prepayment made,
• delivered collateral,
• signing the contract,
• meeting the agreed contractual obligations,
• other implicit acts, if there is a continuing business relationship and the seller considers it relevant.

In all of the aforementioned scenarios, the buyer will be presumed to have thoroughly reviewed the contents of the offer, ensuring that it meets their requirements, and to have read and comprehended the seller's general terms and conditions.  Any agreements, offers and confirmations between the buyer and the seller shall be documented in written form. Any additional oral agreements shall be considered null and void unless they are subsequently confirmed in writing.

 

Article 9

The buyer retains the right to modify the data pertaining to the order of goods, provided that such changes are communicated in writing no later than 1 day after the acceptance of the offer or confirmation of the order. Any changes requested after 1 day following the confirmation will not be recognized, and any associated costs shall be the responsibility of the buyer.

 

Article 10

The offer remains valid for a period of 15 days, or until the date specified in the offer by the seller, or alternatively, until the deadline set by the seller.

 

IV. PRICES

 

Article 11

Prices are denominated in euros. Unit prices are exclusive of value-added tax (VAT). VAT is calculated and itemized separately.

 

Article 12

The standard VAT rate is 22 %.

A reduced VAT rate of 9.5% is applied when providing construction services, specifically for the dismantling and installation of elements, on residential buildings owned by individuals. This rate applies to residential buildings that are intended for permanent residence and have a usable area not exceeding 120 m2 in multi-apartment buildings or 250 m2 in single-apartment buildings.

In that case, a declaration must be filled out. By signing the declaration, the buyer confirms the authenticity of the provided information. Taxable persons are required to submit a suitable declaration when applying the reduced VAT rate of 9.5%.

 

V. TERMS OF PAYMENT

 

Article 13

Payment terms of the seller:

• OPTION 1: 50% payment after placing the order, 40% payment prior to assembly and 10% payment within 8 days after assembly completion.
• OPTION 2: 100% advance payment upon ordering. The buyer is granted a 3% discount on the value of the entire offer, except when paying through the ECO Fund, as the seller does not recognize the discount in such cases.
• OPTION 3: Seller receives irrevocable bank guarantee for payment insurance upon order. Payment is due within 8 days after the completion of assembly or dispatch.

For late payment, the buyer will incur legal or agreed default interest, and the granted discounts will be debited accordingly.

 

Article 14

The buyer has the option to reject the invoice in writing within 8 days of receiving it. Otherwise, the seller assumes that the buyer has accepted the invoice in its entirety. The buyer is required to pay the purchase price as per the agreed terms and within the specified deadline, as indicated in the content of the offer/proforma invoice or invoice. In the case of late payment or non-payment, the seller reserves the right to request legal or agreed default interest from the due date until the payment is made. Furthermore, the agreed discounts stated in the offer or contract may not be recognized due to non-compliance with the payment conditions.

 

Article 15

The buyer is required to make the payment exclusively to the transaction account of the seller, MISTERAL d.o.o.

Representatives, agents, and installers are not authorized to accept the payment (money).

 

Article 16

The seller retains the right to modify the prices of products without prior notice in the event of changes according to the price list or an increase in the cost of raw materials.

Additional ordered works not initially offered or requested by the buyer at the time of installation, will be charged based on an agreement with the seller.

 

Article 17

If the installation of the PERGOLA (aluminium structure with rotating louvers or sliding panels) is performed in two stages, the buyer will be responsible for any additional transportation expenses. The invoice will be issued separately for each installation. The buyer assumes all risks of damage to the items stored at the client's location during this time.

 

Article 18

In case of non-payment and failure to fulfil the buyer's obligations, the seller retains ownership rights even after delivering the goods to the buyer until the purchase price is fully settled or all obligations are fulfilled. The seller has the right to repossess the goods (specifically, applies to completely uninstalled elements) without breaching any contractual obligations. If the goods are confiscated by the seller, the contract may be irrevocably terminated as well. Following the confiscation of the goods, the seller is authorized to redeem their value. Any difference between the redeemed value and the full value of the goods, along with possible additional selling costs, will be charged to the buyer. Until the full payment of the purchase price, the buyer is obligated to handle the goods with due care and diligence.

 

Article 19

In accordance with the provision of Article 18, the seller retains the right to repossess the goods in case of a breach of contractual provisions, specifically non-payment or late payment. The buyer shall grant the seller unrestricted access to the said items and authorize their removal. In the event of installing items for which the purchase price has not been settled, the seller retains the right to claim any benefits that the buyer has obtained from these items. The seller remains in compliance with the contractual obligations, and the buyer hereby relinquishes any claims.

 

VI. DELIVERY AND INSTALLATION

DELIVERY

 

Article 20

The commencement of the delivery period shall be in accordance with Article 8 of the General Terms and Conditions and determined solely by the seller. The delivery time is set by the seller, considering supply/demand and production availability. The standard delivery period ranges from 40 to 60 days. Alternatively, a specific delivery period agreed upon in writing in the offer is also valid. The seller shall inform the buyer in writing or by telephone regarding the delivery and installation schedule at least one day prior to the potential withdrawal of the goods or commencement of the installation.

 

Article 21

The delivery period may be extended in the following cases:

• force majeure,
• issues with the material,
• reasons on the part of the buyer.

 

Article 22

If the seller fails to meet the delivery deadline due to reasons not covered by Article 21, the buyer and seller mutually agree to a reasonable extension without any compensation for damages resulting from the delivery delay, unless otherwise stipulated in the contract. The seller is obligated to remedy the defect as soon as possible.

 

Article 23

If the buyer wishes to personally collect and take the ordered goods from the MISTERAL d.o.o. warehouse location, they may do so on any working day between 8:00 and 14:00. The contracting authority may pick up and transport the ordered goods upon placing a prior order for the withdrawal of the goods at least one day in advance. In such cases, the company MISTERAL d.o.o. does not offer exchanges or accept any returns of the goods. If the buyer installs the PERGOLA (aluminium structure with rotating louvers or sliding panels) on their own, they cannot hold the company MISTERAL liable for any possible consequences of unprofessional assembly or damages that may occur during transportation.

 

Article 24

The seller's obligations under this contract shall become effective only after the buyer has previously fulfilled all of their obligations. If the buyer refuses or fails to fulfil the obligation within a reasonable timeframe, the seller has the right to withdraw from the contract and seek compensation for the entire incurred damages. Liability for goods that is ready for shipment transfers to the buyer one day after receiving notice from the seller.

 

Article 25

The seller reserves the right to modify the production process of the PERGOLA (aluminium construction with rotating louvers or sliding panels) in cases where there are varying construction technical details that do not affect their functionality. If the buyer orders the wrong product or withdraws from other mutual obligations, the seller is entitled to request reimbursement of the incurred costs, including any additional expenses. Returning the wrong product (if the reason is attributable to the buyer) shall not be possible.

 

Article 26

Upon receiving the goods (during delivery or installation), the buyer is obligated to inspect them, identify any defects or deficiencies, and promptly record them in the handover document. The buyer has also right to lodge a complaint about any defects or deficiencies within 8 days from the receipt of the goods.

In case of damage to the PERGOLA (aluminium structure with rotating louvers or sliding panels) at the time of takeover, the damage shall be considered only based on a written statement provided by the buyer immediately upon takeover. Any subsequent damage to the PERGOLA, which is not a result of transportation or installation by the seller and is caused by a third party or has an unknown cause, shall not be eligible for complaint.

 

INSTALLATION

 

Article 27

The installation date will be communicated to the buyer in a timely manner and shall be fixed, so the buyer cannot arbitrarily postpone it without the seller's consent. The buyer is required to be personally present at the time of installation or provide written authorization for a designated person to be present on their behalf to receive and accept the goods. Upon completion of the installation, it is the responsibility of the buyer, in the presence of the installation team leader, to inspect the facility and sign the handover document. Any deficiencies found must be promptly recorded in the handover report; otherwise, the goods will be deemed accepted without any defects or deficiencies. Before starting the installation, the buyer is obliged to warn the installers or MISTERAL of any possible obstructions (water supply, electrical installation, etc.). In case of damage, the buyer will be held liable for both the cost of repairing the damage and any associated installation delays. The buyer is obligated to ensure unrestricted access to the building during installation, provide free 220V electricity (unless specified otherwise in the contract), and arrange for ladders, scaffolding or a hoist. In the case of lengthy installations, the buyer must also provide a lockable tool storage area.

 

Article 28

Prior to commencing the installation or erection of the structure, it is the buyer's responsibility to inspect and coordinate on-site with the responsible installer regarding all plans, sketches, and details to ensure familiarity with the work progress. Once the structure is erected, it cannot be subject to a complaint and becomes the buyer's sole responsibility.

 

VII. DEFECT ELIMINATION GUARANTEE

 

Article 29

PERGOLAS (aluminium construction with rotating louvers or sliding panels) are manufactured in compliance with applicable norms and standards, and undergo laboratory testing to simulate extreme weather conditions, which is further substantiated by a comprehensive warranty.

Misteral d.o.o. provides the following guarantee and extended warranty to the purchasers of pergolas

(hereinafter referred to as buyers):

10 years

• for the quality of aluminium profiles and connecting elements, subject to duly performed pergola inspections and services

 

2 years

• for the quality of engines and automated parts (motor model), as well as vital elements and mechanisms, without the option of guarantee extension
• for the "zip screen" roller shutters without the option of extending the guarantee

 

1 year

• for the joint between the pergola and the building, which is made with Sika silicone, without the option of extending the guarantee
• for the quality of aluminium profiles and the colour of the profiles specifically in the sea spray zone
• for LED strips and LED recessed lights without the option of extending the guarantee.

 

The warranty does not cover damages and abrasions caused by mechanical factors that occurred after installation or delivery. The warranty does not cover aluminium and mechanical components in case of exposure to aggressive agents such as acid, salt, etc.

Any returns of products due to defects caused by the customer will not be accepted.

Further details regarding the warranty, including its terms and duration, are specified in the "Warranty Certificate" provided to the buyer as an integral part of the invoice annex, upon completion of installation and full payment of the invoice.

 

Article 30

The buyer has the right to file a claim based on their fulfilled obligations, which include:

• prompt inspection of the products upon receipt,
• immediate submission of the claim after the resolution of the complaint,
• provision of supporting documentation (such as a copy of the handover report, photographs, and payment proof) during the complaint process.

The seller shall communicate the decision regarding the validity of the claim within 15 days from the date of complaint submission.

 

Article 31

The loss of warranty may be attributed to the following causes:

• in case of any repair of the products carried out by an unauthorized person at the time of the complaint,
• in case of cleaning and maintenance of thePERGOLA (aluminium structure with rotating louvers or sliding panels) using unauthorized cleaners or those not approved or recommended by the seller (Misteral d.o.o.),
• in the event of inadequate fulfilment of the buyer's obligations.

 

Article 32

Within a maximum of 60 days from the date of filing the written request for complaint resolution, the seller is obliged to:

• to rectify any defects in the goods, if present, or
• provide the buyer with a credit or replacement for the goods.

Further complaints of the buyer on any basis are excluded, unless otherwise determined in advance by mutual agreement.

In the event of non-fulfilment of essential obligations by the seller through his fault, the compensation for the damage caused to persons or property shall be limited to the insured amount.

The limitation of the warranty also applies to all other claims for damages, regardless of the formal justification of complaints.

The aforementioned provision does not apply to cases of initial non-compliance, product defects, and complaints in accordance with the provisions of the Consumer Protection Act.

In the event of a limitation of liability or warranty by the seller, such limitation also applies to the liability of employees and members of the seller's sale representation network.

 

VIII. DISPUTE SETTLEMENT

 

Article 33

In the event of a dispute that cannot be resolved by the seller and the buyer themselves, the dispute shall be first resolved through out-of-court mediation. If they still do not find a joint solution, the court in Krško shall have jurisdiction to resolve the dispute.

 

IX. GENERAL PROVISIONS

The seller reserves the right to make changes to the brochures, catalogues, price lists, sketches, drawings, calculations, and similar documents (which do not directly affect the product) without prior notice or warning to the buyer.

The General Terms and Conditions of MISTERAL d.o.o. shall become effective on 1. 11. 2018.

The General Terms and Conditions are available on the website of MISTERAL d.o.o. at the following address: www.misteral.si.

The General Terms and Conditions shall remain valid until they are revoked.