General Terms and Conditions of Business

FENIKS PRO d.o.o.

For business with legal entities and sole proprietors

Note: This document is the B2B version of the terms and conditions for equipment supply, installation, programming, commissioning, integration, servicing and maintenance.

Key points at a glance

1. General provisions

These Terms and Conditions govern the rights and obligations between FENIKS PRO d.o.o. as supplier or contractor (hereinafter: the Contractor) and the ordering party, buyer or business partner (hereinafter: the Customer).

These Terms and Conditions apply to all quotations, orders, deliveries, services, projects, service interventions, maintenance work, programming work, integrations, system commissioning and other business transactions between the Contractor and the Customer, unless expressly agreed otherwise in writing for a particular case.

These Terms and Conditions apply exclusively to business conducted with legal entities, sole proprietors, public institutions and other entities acting in the course of their professional or business activities.

These terms do not apply to transactions with consumers unless expressly stated otherwise.

The Customer is deemed to accept these Terms and Conditions by placing an order, accepting a quotation, signing a contract, approving a pro forma invoice, accepting goods or services, or instructing the Contractor to commence work.

The Customer’s general or special terms shall not apply to the Contractor unless the Contractor expressly accepts them in writing.

Specific agreements set out in a contract, quotation, order confirmation or other written document take precedence over these Terms and Conditions.

2. Scope of business

The Contractor may, in particular, provide the Customer with equipment supply, equipment installation and connection, programming, parameterisation and system configuration, system commissioning, integration of devices, subsystems and communication protocols, development or modification of software solutions, servicing, maintenance, consulting, measurements, testing and adjustment, remote technical support, documentation and other technical and engineering services.

Unless otherwise agreed in writing, the order covers only the items expressly listed in the quotation, contract, pro forma invoice or order confirmation.

3. Quotations and conclusion of contracts

Quotations issued by the Contractor are generally indicative and non-binding unless the quotation expressly states that it is binding.

A contract or transaction is deemed concluded when the Customer accepts the quotation in writing, the Contractor confirms the order in writing, the Customer pays a pro forma invoice in whole or in part, the Contractor starts work, or the Contractor delivers goods or provides the service.

If the Customer accepts a quotation subject to additions, restrictions or changes, this is treated as a new order that binds the Contractor only after the Contractor confirms it in writing.

The Contractor reserves the right to reject or amend an order or propose a different technical solution if the original solution is technically unsuitable, equipment is unavailable, additional requirements arise, essential input data is missing, or financial or technical risks exist.

4. Technical documentation and information

All technical data, sketches, plans, descriptions, drawings, software designs, system architectures, configurations, bills of quantities, diagrams, communication tables, addressing plans, integration lists and other information prepared by the Contractor remain the Contractor’s intellectual property unless otherwise agreed in writing.

The Customer may use these documents only for the relevant project or the specific business relationship with the Contractor.

If the Customer supplies incorrect, incomplete or outdated technical information to the Contractor, the Contractor is not liable for the resulting consequences.

The Contractor may use technically equivalent equipment, materials or solutions provided this does not materially reduce the system’s functionality or agreed purpose.

5. Prices

All prices are valid on the date of the quotation unless otherwise agreed in writing.

Unless expressly stated otherwise, prices exclude VAT, transport, unloading, bringing equipment into the building, lifting equipment, scaffolding, construction work, electrical installation work, finishing work, penetrations, protective measures, site access costs, fees, permits and other charges.

If a quotation is based on information supplied by the Customer and that information subsequently changes, the Contractor is entitled to revise the price.

Quoted prices apply to the entire quoted scope. If the Customer orders only part of the quotation, the prices may be adjusted accordingly.

If the scope changes during execution, the Customer makes additional requests, project documentation changes, coordination with other contractors becomes necessary, waiting occurs for reasons attributable to the Customer, return visits to the site are required, or additional programming, rewiring, testing or commissioning is needed, the Contractor is entitled to charge for such work in addition according to the applicable price list or actual time and materials used.

6. Payment terms

Payment deadlines are set out in the quotation, contract, pro forma invoice or invoice. Unless otherwise agreed in writing, the Customer must pay the invoice by the due date stated on it.

The Contractor may require advance payment, phased instalments, payments against interim progress statements, payment before delivery, or other suitable payment security.

If the Customer is late with payment, the Contractor may charge statutory default interest and reasonable reminder and collection expenses, suspend deliveries or work, withhold documentation, program files, access credentials or system handover, require advance payment for further work, or terminate the contract.

Payments are allocated first to costs, then to interest and finally to principal, with the oldest outstanding obligations settled first.

The Customer may not set off claims or withhold payment without the Contractor’s prior written consent, except in the case of an undisputed claim or a claim established by a final and binding decision.

7. Delivery and completion deadlines

Delivery and completion deadlines are indicative unless a fixed deadline has been expressly agreed in writing.

Time limits begin to run only when all conditions are cumulatively met: the order has been confirmed, the agreed advance has been received, the Contractor has received all necessary technical information, the site is ready for work, access to the building has been provided, and safe and uninterrupted execution is possible.

Deadlines are automatically extended for the duration of circumstances beyond the Contractor’s control, including Customer delays, incomplete or incorrect input information, inaccessible premises, unfinished preparatory work, supplier or manufacturer delays, supply-chain disruptions, force majeure, communication outages, waiting for other contractors, or changes to the order during execution.

The Customer is not entitled to contractual penalties, delay charges or damages due to delay unless expressly agreed in writing.

8. Customer obligations

The Customer must provide in good time everything necessary for the work, in particular access to the building and rooms, safe access to equipment and installations, design and technical documentation, contact persons, necessary approvals, electrical power, internet or other communications where needed, conditions for commissioning and testing, cooperation by other contractors and a suitable working environment.

The Customer is responsible for the accuracy and completeness of information supplied to the Contractor.

If the Customer fails to fulfil its obligations on time, the Contractor is entitled to an extension of the deadline, additional payment for resulting costs or suspension of work until the obstacles are removed.

If the Contractor cannot complete the work during an agreed visit for reasons attributable to the Customer, an additional visit, repeat commissioning, extra testing or waiting time will be charged separately.

Practical example: if FENIKS PRO arrives at a site to commission a BMS system but the electrical control cabinet is not yet energised or the Modbus registers are not ready, that visit is considered completed and any additional visit is charged separately.

9. Transfer of risk and acceptance

For deliveries of goods, the risk of accidental destruction, damage or loss passes to the Customer when the goods are handed over to the Customer or carrier, or when the goods are ready for collection if the Customer is late collecting them.

Services, programming work, commissioning, integrations and other work are deemed accepted when the Customer signs the acceptance report, begins using the system, the Contractor completes the agreed scope and the Customer does not submit specific written objections within eight days, or the building or system is handed over for use.

Minor deficiencies that do not materially affect system operation cannot justify refusing acceptance.

10. Retention of title

All supplied equipment remains the property of the Contractor until the Customer has paid in full all obligations arising from the specific transaction and all other overdue obligations owed to the Contractor.

Until full payment, the Customer may not pledge, transfer, encumber or otherwise dispose of the equipment, legally or in fact, in a manner that could jeopardise the Contractor’s rights.

If the Customer resells equipment before paying for it, the Customer hereby assigns to the Contractor its claim against its own buyer up to the amount of the outstanding obligations.

If enforcement, seizure, insolvency or any other third-party intervention occurs, the Customer must inform the Contractor immediately.

11. Software, licences and access

If, in the course of a transaction, the Contractor develops, adapts, configures or installs software, the Customer acquires only a right of use within the scope agreed for the specific project.

Unless otherwise agreed in writing, the Customer does not acquire source code or the right to resell or reproduce the software solution, may not alter it without the Contractor’s consent and may not remove authorship or system-origin notices.

Passwords, access credentials, configuration files, programs, backups and other technical files are handed over to the extent agreed in the quotation or contract.

If the Customer or a third party changes the program, configuration or communication settings without the Contractor’s consent, the Contractor ceases to be responsible for correct operation in the affected area.

12. Remote access and IT environment

Where the Contractor provides services through remote access, the Customer must ensure appropriate and secure access to the system.

The Contractor is not liable for malfunctions or delays resulting from an unsuitable network, VPN outages, firewall restrictions, changes to the Customer’s IT environment, inappropriate user permissions, third-party intervention or inadequate information security on the Customer’s side.

Before interventions that could affect system operation, the Customer must ensure suitable backups of data, configurations and programs unless it has been agreed in writing that the Contractor will provide them.

This is particularly important for central monitoring, BMS and EMS systems. For example, if the Customer or its IT department changes IP addresses, VPN rules or access rights, FENIKS PRO cannot be held responsible for the consequences of such a change if it was not informed in good time.

13. Complaints

The Customer must inspect delivered goods or completed services immediately or without undue delay.

Visible defects, damage, incorrect quantities or incorrectly delivered goods must be reported to the Contractor in writing no later than eight days after receipt.

Hidden defects must be reported in writing without undue delay after discovery.

A complaint must include the quotation, invoice or delivery-note number, a description of the defect, the date of discovery and, where possible, photographs, extracts, logs or other supporting evidence.

Without the Contractor’s written consent, the Customer may not remedy defects itself or through third parties at the Contractor’s expense, unless this is necessary to prevent greater damage and the Customer immediately informs the Contractor.

If a complaint proves unfounded, the Contractor may charge for diagnostics, inspection, travel, intervention and time spent.

14. Warranty

A warranty applies only where expressly agreed or where it arises from a warranty certificate, quotation, contract, invoice or manufacturer documentation.

Unless expressly stated otherwise, the warranty excludes consumables, normal wear and tear, mechanical damage, damage caused by improper use, damage caused by incorrect installation by third parties, damage caused by overvoltage, lightning, moisture, flooding, fire or other external influences, problems caused by unsuitable networks, electrical installations or communication connections, and problems resulting from unauthorised intervention.

If a complaint is justified, the Contractor may, at its discretion, remedy the defect, replace the product or component, perform an appropriate correction or issue a credit note.

The warranty for a repaired or replaced component applies only to the extent required by law or agreed in writing.

15. Returns of goods

Undamaged, non-defective goods may be returned only with the Contractor’s prior written consent.

If a return is approved, the Contractor may charge inspection, handling, administration, repackaging, reduction in value and other actual costs.

Returns are not accepted for specially ordered goods, non-standard equipment, software and licences, configured systems, custom-ordered materials or products that can no longer be sold as new.

16. Servicing and maintenance

Service and maintenance interventions are carried out under an individual order, service agreement, maintenance agreement or other written arrangement.

Unless otherwise agreed in writing, the Contractor does not guarantee a fixed response time or continuous availability.

Service is generally charged according to hours worked, travel, materials, potential third-party charges and other costs actually incurred.

If the Contractor is required to attend outside normal working hours, the work is charged according to a special price list.

After a service intervention, the Customer must sign a service report or other appropriate record of completion. If a signature cannot be obtained, the service is deemed performed unless the Customer submits a specific written objection within three working days.

17. Force majeure

The Contractor is not liable for non-performance or delay caused by force majeure or other circumstances it could not prevent, remedy or avoid.

Force majeure includes, in particular, natural disasters, fires, floods, wars, terrorist acts, epidemics, government measures, energy-supply outages, widespread supply-chain disruptions, strikes, major cyber incidents and other extraordinary circumstances.

18. Limitation of liability

The Contractor is liable only for direct damage caused intentionally or through gross negligence, or to the extent required by mandatory law.

The Contractor is not liable for lost profits, lost revenue, production downtime, business interruption, data loss, lost contracts, costs of dismantling and reinstallation, costs of lifting equipment, scaffolding, closures or additional coordination, damage caused by failures of third-party systems, or other indirect damage.

The Contractor’s total liability arising from any individual transaction is limited to the net value of the particular order giving rise to the claim, unless mandatory law provides otherwise.

The Contractor is not liable for damage resulting from design solutions provided by the Customer or third parties, incorrect input data, inadequate infrastructure, inadequate power supply, improper system use or interventions by other contractors.

19. Contract termination

The Contractor may terminate the contract if the Customer is late with payment, fails to collect goods, does not provide the conditions necessary for performance, materially breaches the contract, prevents the work from being carried out, or becomes insolvent or presents a serious risk of non-payment.

In such a case, the Contractor may suspend work, withhold delivery, request the return of its equipment, invoice work already performed, charge for ordered materials and claim compensation for resulting damage and costs.

If the Customer unilaterally cancels an order after confirming it, the Customer must reimburse the Contractor for work already completed, ordered materials and equipment, planning costs, supplier cancellation charges and other costs actually incurred.

20. Confidentiality

The Customer and the Contractor undertake to keep confidential all technical, business, pricing, organisational and other non-public information acquired during their cooperation.

Such information may not be disclosed to third parties without the other party’s written consent, except where disclosure is required by law or a competent authority, or is necessary for performance of the transaction subject to an appropriate confidentiality obligation.

This obligation continues after the business relationship ends.

21. Data protection

Where the Contractor processes personal data in performing the contract, it does so only to the extent necessary for performance of the contract, compliance with legal obligations, communication with the Customer and protection of its rights.

Where the nature of the cooperation requires it, the parties may enter into a separate personal data processing agreement.

22. Intellectual property

All copyrights, know-how, technical solutions, software logic, database structures, visualisations, algorithms, libraries, templates, documents, drawings and other work products prepared by the Contractor remain its property unless otherwise agreed in writing.

Payment for a service does not, in itself, transfer copyrights or other intellectual property rights.

23. Notices and delivery

All notices, invoices, reminders, demands, complaint responses and other statements are deemed duly sent if posted to the Customer’s last known address, emailed to its last known email address or handed to the Customer’s contact person.

The Customer must notify the Contractor of any changes to its contact information without delay.

24. Severability

If any provision of these Terms and Conditions is invalid or unenforceable, the validity of the remaining provisions is unaffected.

The invalid provision shall be replaced by a provision that comes closest to its substantive and commercial purpose, insofar as legally permissible.

25. Governing law and jurisdiction

All relationships between the Contractor and the Customer are governed by the laws of the Republic of Slovenia.

The court having jurisdiction at the Contractor’s registered office shall be competent to settle disputes, unless mandatory law provides otherwise.

Conclusion

These Terms and Conditions form the basis for business-to-business cooperation with FENIKS PRO d.o.o. For individual projects, service agreements or quotations, particular issues may be regulated additionally by a separate contract, quotation, order confirmation or other written agreement.

FENIKS PRO d.o.o. — mag. Bojan Dobaj, Director