Terms and Conditions
The following terms and conditions of sale and business constitute all contractual conditions which
AKILA, DRUŽBA ZA INŽENIRING, PROIZVODNJO IN TRGOVINO, D.O.O. of POTOK PRI KOMENDI 14, 1218 KOMENDA, Slovenia, registered in commercial register of Slovenia under 8228817000, represented by its managing directors Aleksandr Chikin and Klemen Molek (hereinafter referred to as “AKILA”) uses and applies accordingly to its customers.
The following terms and conditions are valid in their German text. The English or any other translation is provided for information purposes only.
1. Scope and Contractual Partners
1.1 These following general terms and conditions of sale and business (hereinafter referred to as “GTCs”) apply to all contracts for the supply of products and services relating to the production of individually manufactured parts (accessories upgrade kit and items) produced from metals, polymers or other materials (hereinafter referred to as “Product” or “Products”).
These terms and conditions form an integral part of all contracts concluded by AKILA with its contractual partners for the supply or performance of products, even if they are not separately agreed again.
1.2 Within the context of these GTCs, supplementary and/or different arrangements are occasionally made in the case of sales to corporations, which apply exclusively to the aforementioned corporations.
1.3 The present GTCs shall apply to all (future) deliveries and services provided by AKILA to its contractual partners, exclusively under the version valid at the time of the conclusion of the contract.
1.4 In the case of corporations, the following shall also apply:
1.4.1 The terms and conditions of purchase and business of contractual partners shall not apply, even if AKILA does not dispute their validity in any instance.
1.4.2 In accordance with Section I. 5.1, the exclusion also applies if AKILA refers to a letter which contains or refers to terms and conditions of the company or a third party.
1.5 Contractual partners can contact AKILA customer service for questions, claims and complaints by e-mail at email@example.com AKILA will answer any such questions, claims and complaints from its contractual partners within 3 (three) working days.
2. Quote and Conclusion of Contract
2.1 The contractual partner may request a quote from AKILA. To request a quote you can either use the online form https://akila.ltd/ or send an e-mail to firstname.lastname@example.org or use the web-based configurator tool on our site https://akila.ltd/ .
2.2 Based on the request, AKILA will provide a quote to the contractual partner. AKILA shall be bound by this quote for seven (7) calendar days. The contractual partner shall be entitled to accept the quote within this period. The date and time at which AKILA is notified that the contractual party accepts the quote shall determine whether this time period has been adhered to. The manufacturing agreement shall take effect when the contractual partner accepts the quote and when AKILA confirms this acceptance with a corresponding order confirmation. Only quotes with no requested amendments from contractual partners shall be deemed as acceptance. Following receipt of quote acceptance, AKILA may send a written order confirmation to the contractual partner within 3 working days which thereby concludes the contract.
2.3 The contractual partner can state their acceptance of the quote in any form, but always in writing as a minimum. The unlimited contractual capacity is confirmed upon acceptance.
2.4 In addition or in deviation to this, the following shall apply to corporations:
AKILA shall be bound by the quote for seven (7) days.
2.5 Following a technical examination within 3 working days of receiving acceptance of the offer, AKILA may determine that there are no suitable technical means available to manufacture the product and may withdraw from the contract without any reimbursement of costs owed to the contractual partner.
2.6 If a need for clarification following a technical examination arises within 3 working days after receiving acceptance of the offer from the contractual partner, AKILA reserves the right to extend the delivery time of the product by the time taken required to clarify this. The contractual partner is required to assist in any such clarifications.
3. Contract Manufacturing
3.1 The contractual partner is aware that AKILA does not carry out the contracted manufacturing itself, but rather entrusts other seemingly suitable manufacturers (hereinafter referred to as “Partner(s)“) with the production.
3.2 AKILA is entitled to commission various (different) partners to manufacture the products required to fulfil an order.
3.3 AKILA is not required to notify the contractual partner in this respect. The contracting partner expressly agrees that production is carried out by the appointed partner(s). The drawings and plans provided by the contractual partner upon making requests may be shared with partner(s).
3.4 AKILA and/or the partner(s) are entitled to change technical details of the drawings and 3D files provided by the contractual partner, insofar as necessary for the production of the commissioned product. This especially relates to the amendment of various work steps in the process.
3.5 The property and/or copy rights of the contractual partner apply to orders, contracts as well as information, designs, images, calculations, descriptions and other documents made available to AKILA. AKILA shall not make them accessible to third parties, disclose them, use them internally or via third parties or reproduce them without obtaining express consent. This does not include providing access to experts for the purpose of preparing a quote as defined in Section I. 2 as well as to partners and any reproduction in this context.
3.6 Without the conclusion of a separate agreement, AKILA will not share details such as company names, addresses, country, etc. to individual partners or various partners who are commissioned with the production of the products.
4. Prices and Shipping Costs
4.1 The prices on quotes include applicable statutory VAT.
4.2 Place of performance is in principal the AKILA warehouse in POTOK PRI KOMENDI 14, 1218 KOMENDA, Slovenia (hereinafter referred to as “Factory“).
4.3 Unless otherwise confirmed in the order confirmation, additional shipping costs will be charged for packaging and shipping to another address.
4.4 In addition or in deviation to this, the following shall apply to corporations:
4.4.1 In the case of contractors, the prices are ex works plus freight, taxes, customs, insurance premiums and other external costs, unless otherwise confirmed in the order confirmation.
4.4.2 If costs increase for taxes, customs, freight, insurance premiums or other external costs four (4) weeks after the conclusion of the contract and these costs are included in the agreed upon price for corporations or should new charges emerge, AKILA is entitled to a price change equal to the corresponding amount.
4.4.3 Furthermore, AKILA reserves the right to increase the agreed price for order quantities still pending delivery as a result of changes in the raw material and/or economic situation or circumstances occur where the production and/or purchase of the product in question is considerably more expensive than at the time of agreements made regarding price. In such cases, the corporation may cancel any orders affected by the price increase within four (4) weeks of being notified.
4.4.4 Furthermore, AKILA shall be entitled to increase the previously agreed price if the delivery time is subsequently delayed for any of the reasons mentioned in Section I.4.4.3, if the material or the production method is changed because the documentation and/or instructions given to AKILA by the corporation did not align with the actual circumstances or were incomplete or if AKILA does not receive the information required for the fulfilling the order in time or if the corporation subsequently changes them by mutual agreement with AKILA and thereby causes a delay in delivery.
5. Delivery / Shipment / Transfer of Risk
5.1 Delivery shall be made within Slovenia from the factory. If contractual partners request that deliveries are made to an address of their choice by means of a shipping route and/or shipping agent/carrier to be independently appointed by AKILA, the risk is transferred to the contractual partner upon handover of the products to the shipping agent or carrier.
If the contractual partner does not notify AKILA of its intent to collect products itself from the factory prior to delivery, AKILA shall assume that this clause is accepted by the contractual partner. AKILA assumes no further liability.
5.2 In the case of corporations and in terms of the delivery location, the following clauses apply to Section I. 45.1 and/or in deviation from Section I. 5.2.1 and I. 5.2.2:
5.2.1 If deliveries are carried out from the Republic of Slovenia to other EU member states, the contractual partner must, prior to delivery, inform AKILA of its VAT identification number that is used for the taxation of purchases it makes within the EU. Failure to do so shall mean that the contractual partner is liable for any statutory VAT charges incurred by AKILA for deliveries in addition to the agreed purchase price.
5.2.2 When invoicing deliveries from the Republic of Slovenia to other EU member states, the VAT regulations of the respective recipient member state shall be complied with, provided either the contractual partner is registered for payment of VAT in another EU member state or if AKILA are registered in the recipient member state for payment of VAT.
5.2.3 When shipping deliveries from the Republic of Slovenia to other non-EU member states, the contractual partner shall inform AKILA of the tariff number and the intended usage of the product within 2 days after accepting the quote by email at email@example.com.
5.2.4 When invoicing deliveries from the Republic of Slovenia to other EU member states, the contractual partner is obliged to send the signed proof of delivery documents to AKILA (e.g. proof of receipt, delivery certificates, etc.) within 3 working days after receipt of goods to AKILA by email at firstname.lastname@example.org.
5.3 Excluding cases where a fixed period or date has been agreed in writing, deliveries will be carried out or dispatched as soon as possible, but within one (1) to three (3) weeks at the latest after receipt of payment for items available at short notice.
5.4 In the case of corporations, the following applies in deviation from Section I. 5.3:
5.4.1 Delivery dates which have not been expressly agreed are exclusively non-binding agreements. In terms of binding agreements for delivery times, these shall commence on the order confirmation date.
5.4.2 These delivery periods shall only apply in line with timely clarification of all details of the order and timely fulfilment of all obligations of the corporation, such as provision of all official certifications, proof of credit and guarantees or payment of instalments.
5.4.3 Adherence to delivery dates and times is subject to ex works or ex stock. If the goods cannot be dispatched and AKILA cannot be held responsible for this, delivery time frames shall be considered as fulfilled when a notification that the goods are ready for dispatch has been sent.
5.4.4 Regardless of possible delivery time frames, AKILA’s delivery obligation is subject to correct and timely delivery from our own suppliers, unless the incorrect or delayed provision of supplies is caused by AKILA.
5.5 If transport on the intended route or to the intended place at the intended time becomes impossible or significantly more difficult through no fault of AKILA’S, AKILA shall be entitled to choose an alternative delivery route.
5.6 In the case of the corporation and in addition to Section I.5.5, AKILA is also entitled to deliver to another location; the corporation shall be liable for additional costs incurred. The corporation will be given the opportunity to raise any objections before AKILA proceeds in this way.
5.7 If AKILA can be held responsible for delivery delays or a delivery becomes impossible and this does not arise due to the intent or gross negligence of AKILA, the liability for damages is excluded except for damages resulting from loss of life, body injuries or damage to health.
5.8 If delivery delays are caused by force majeure for which AKILA cannot be held responsible, the delivery time shall be extended accordingly. This also applies for the occurrence of force majeure events during a pre-existing delay. Force majeure is deemed to cover currency, trade policy and other sovereign measures, strikes, lockouts not caused by AKILA (e.g. fire, damage to machinery or rollers, lack of raw materials or energy supply), obstruction of traffic routes, delay in import/customs clearance and any other circumstances not caused by AKILA which make the delivery considerably more difficult or impossible. It is immaterial whether such circumstances arise at AKILA or at any partners or a supplier. The contractual partner will be informed of this without undue delay. If the cause for the duration of the delay lasts longer than four (4) weeks or, in the case of corporations, longer than four (4) months after conclusion of the contract, each party may withdraw from the contract.
5.9 Upon transfer of product to a shipping agent or carrier, but at the latest when products leave the factory, the risk, including the risk of seizure, and even where prepaid carriage and free house delivery applies, is transferred to the contracting partner. By separate agreement only, AKILA will insure shipments at the request and the expense of the contractual partner. The obligation and costs of unloading deliveries by a shipping agent or carrier shall be borne by the contractual partner.
5.10 Exclusively limited to corporations, the following applies conclusively under this section:
5.10.1 If customary, the product(s) shall be delivered in packaging. AKILA will provide packaging and take the necessary steps to protect and/or secure shipments at the expense of the corporation. Packaging will be taken back to AKILA’s warehouse. AKILA are not liable for costs for the return transport or for disposal of packaging by the corporation.
5.10.2 AKILA is entitled to make partial deliveries to a reasonable extent. Increased or reduced delivery quantities of the contracted amount shall be permissible in keeping with standard industry practice.
5.10.3 If no separate delivery address is specified by the contracting partner prior to delivery as set out in Section 5.1, the registered location of the contracting partner shall be taken as the delivery address.
6.1 If an acceptance inspection has been agreed upon, it may only take place in the factory immediately after notification of acceptance readiness. The contractual partner shall bear the personnel acceptance costs as well as the material acceptance costs on the basis of the AKILA price list or the price list of the supplying factory.
6.2 If through no fault of AKILA, an agreed upon inspection is delayed or incomplete, AKILA is entitled to ship the goods without prior inspection or, at the expense and risk of the contractual partner, to store them and invoice the goods.
7.1 Payment shall be made by bank transfer or by any other means. The contractual partner shall bear the costs of payment transfers. Unless otherwise agreed upon, payment terms are ten (10) days from delivery to the contractual partner. The contractual partner shall be considered in default after 10 days after the due date and receipt of the invoice/payment schedule.
7.2 In the case of corporations, the following shall apply in deviation from Section I. 1 or in addition to:
7.2.1 In the case of any agreed cash discount, this only relates to the invoice value excluding shipping and will only be granted if and insofar as the corporation has completely paid all amounts due at the time of the discount.
7.2.2 If AKILA is made aware of any circumstances which in their view are liable to affect the credit standing of the corporation, AKILA is entitled to refuse outstanding deliveries or only carry them out with advance payment or provision of other collateral. In such instances, AKILA is also be entitled to deem all claims due and payable from the current business relationship with the corporation, which are not subject to the statute of limitations.
7.3 The contractual partners shall only be entitled to assert a further right of retention and offset amounts to the extent which their counterclaims have been legally proven by a court of law or are uncontested or have been acknowledged in writing by AKILA.
7.4 Exclusively in the case of corporations, AKILA shall be entitled to offset any and all receivables which the corporation, irrespective of the legal basis, is entitled to from AKILA. This shall also apply to receivables which one party has agreed to settle in cash and the other party has agreed to settle by bill of exchange or any other means of payment. Where applicable, these receivables only refer to the balance. If the receivables are due on different dates, AKILA’s receivables shall be due no later than the maturing of AKILA’s liability and shall be settled on the value date.
7.5 AKILA may use debt collection agencies, lawyers or other third parties to secure the payment of its receivables. The receivables from deliveries to contractual partners may be assigned by AKILA to third parties.
8. Retention of Title
8.1 All delivered products remain the property of AKILA (“Retained Products“) until payment has been made in full.
8.2 In the case of corporations, the following applies in addition to Section I.1:
The delivered products remain the property of AKILA until payment is made in full, particularly with regard to outstanding balances to which AKILA is entitled to within the scope of the business relationship (“Retained Balance“) and any claims made by the insolvency administrator have been met in full. This also applies to future and conditional claims, e.g. from bills of acceptance, and also if payments are made on specially designated claims. This retained balance shall expire with the settlement of all claims still open at the time of payment that resulted from this retention of title.
8.3 Prior to the transfer of ownership, resale, renting, pledging, assignment as collateral, processing or transformation is not permitted without the explicit consent of AKILA.
8.4 In the case of corporations, the following applies in deviation from Section I.3:
8.4.1 Manufacturing and processing of the retained product is carried out by AKILA as the manufacturer in the sense of § 950 BGB and is unbinding. The manufactured and processed product shall be deemed to be a retained product within the meaning of Section I. 1 where appropriate. If the corporation processes, mixes or combines the retained product with other products, AKILA shall be entitled to co-ownership of the new product proportionate to the invoice value of the retained product and the other goods used. If AKILA’s ownership expires due to the mixing or combination of products, the corporation shall immediately transfer ownership rights to AKILA along with the new stock or item to which they are entitled to in line with the invoice value of the retained product and shall hold the item for AKILA free of charge. The co-ownership rights of AKILA are deemed to be a retained product in the sense of Section I.8.1.
8.4.2 The corporation may only sell the retained product in the course of ordinary business activities under standard GTCs and as long as the corporation is not in default and that the receivables from the resale are transferred to AKILA in accordance with Section I. 3 to 8.4.5. The corporation is not entitled to any other dispositions of the retention of title product.
8.4.3 The receivables from the resale of the retained product, together with all collateral which the corporation off set against the claims, are thereby assigned to AKILA. They serve as collateral security to the same extent as the retained product. If the retained product is sold by the corporation together with other products not sold by AKILA, AKILA is entitled to claim sums in proportion with the invoice value of the retained product and the invoice value of the other products sold. In accordance with Section I. 4.1, if products which AKILA has co-ownership title of are sold, a share of receivables shall be assigned to AKILA which corresponds to the co-ownership share. If the retained product is used by the corporation to fulfil a service contract, the receivables from the service contract are assigned to AKILA in advance to the same extent. AKILA hereby accepts the transfer of these rights.
8.4.4 The corporation is entitled to collect receivables from the resale. This right to collect expires in case of revocation by AKILA, but at the latest in case of default of payment, non-payment of a bill of exchange or request for the opening of insolvency proceedings. AKILA will only make use of the right of revocation if it becomes apparent after conclusion of the contract that AKILA’s claim for payment from this or other contracts with the corporation is at risk due to the corporation’s lack of solvency. Upon AKILA’s request, the corporation is obliged to immediately inform their customers of this assignment to AKILA and to provide AKILA with the documents necessary to carry out collection.
8.4.5 An assignment of claims from the resale is not permitted, unless it is an assignment by way of genuine factoring, which is notified to AKILA and where the factoring proceeds exceed the value of the receivables secured by AKILA. Upon credit of the factoring proceeds, AKILA’s claim is payable immediately.
8.4.6 The corporation must immediately inform AKILA of a seizure or adverse events related to third parties. The corporation shall bear all costs incurred for the cancellation of access or for the return transport of the retained products, unless they are covered by third parties.
8.4.7 If the corporation is in default of payment or does not honour a bill of exchange when due, AKILA is entitled to take back the retained title product and if necessary, to enter the corporation’s premises to this effect during regular business hours. The same applies if it becomes apparent after conclusion of the contract that AKILA’s claim for payment from this or other contracts with the corporation is at risk due to the corporation’s lack of solvency. Provisions of the Insolvency Statute remain unaffected.
8.4.8 If the invoice value of the existing collateral security exceeds the secured claims, including ancillary claims (interest, aforementioned costs), by more than 50 per cent overall, AKILA shall be obligated to release collateral of AKILA’s choosing upon the corporation’s request.
9. Quality Assurance, Certifications
9.1 A quality assurance check is carried out by AKILA. This is performed in line with the “state of the art at” the time the contract is concluded.
9.2 Certificates for manufactured products will only be issued and supplied by separate agreement.
10.1 The contractual partner’s claims against AKILA in case of defects are in principal based on the legal provisions within the legal warranty periods, insofar as there are no deviations to the following regulations.
10.2 Damages caused by improper handling or contract-breaching measures of the contractual partner during installation, connection, operation or storage do not constitute grounds for making a claim against AKILA.
10.3 If the warranty claims are justified and made within the given time frames, AKILA may choose to resolve the defect or to deliver a defect-free item (subsequent performance). AKILA shall be entitled to three (3) subsequent performance attempts in this context. Subsequent performance shall be deemed as failure after these attempts. If the subsequent performances are unsuccessful, AKILA may withdraw from the contract. The contractual partner is not entitled to resolve the defect without AKILA’s express consent and agreement, including consent and agreement on costs associated with fixing the defect.
10.4 If the contractual partner is a corporation in their capacity as an end customer or corporation and the order is placed for their business, the following shall apply in deviation from Section I 1:
10.4.1 Material defects of the product must be reported in writing immediately, no later than seven (7) days after delivery, by means of a technical report supporting this claim. Material defects which remain undiscovered within this period with even the most careful examinations must be reported in writing immediately after discovery and requires immediate cessation of any manufacturing or processing. This written report must be received no later than the expiry of the agreed period or statute of limitations.
10.4.2 Following the arranged acceptance inspection of the product by the contractual partner, the notification of any material defects, which were detectable during the type of agreed upon acceptance inspection, is excluded.
10.4.3 Claims for defects shall expire one year after the receipt of goods.
10.5 Unless otherwise agreed, AKILA will not approve quality standards regarding the fit, applicability or usability of the manufactured product or products when used with other items or in other items (e.g. construction or assembly groups). Any quality standards are always assessed on a product by product basis.
10.6 If defects are identified by the contracting partner, they are obliged to work cooperatively with AKILA to resolve any such defects (e.g. to provide technical information promptly, to prepare defective products for collection, etc.)
10.7 Unless otherwise agreed, all defect parts shall be prepared for AKILA to collect within 10 calendar days after the notification of defect(s) by the contractual partner. This also requires notifying AKILA when the product is ready for uplift, including information about the specifications of the product for collection.
11.1 AKILA shall only be held liable for breach of contractual and non-contractual obligations due to impossibility, delay, culpa in contrahendo and tortious acts – actions of AKILA’s executives and other vicarious agents included – in cases of mens rea and gross negligence. To the extent that attributable negligence of duty is based on minor negligence and any essential contractual obligations have been culpably breached, AKILA’s liability for damages shall be limited to the foreseeable damage which typically occurs in comparable cases. Essential contractual obligations are those which grant the contractual partners the rights which the contract must grant according to its content and purpose, particularly obligations whose fulfilment are essential for due implementation of the contract and on which the contractual partner can reasonably expect to be able to rely.
11.2 These restrictions shall not apply to mandatory liability, in particular, in accordance with the Slovenian Product Liability Act, in the event of loss of life, bodily injury or damage to health.
11.3 With the exception of Section I. 1 and 11.2, AKILA’s liability is otherwise excluded.
11.4 The above exclusions and limitations of liability shall also apply to the liability of AKILA’s employees, workers, officials, representatives and vicarious agents.
11.5 For end customers who are corporations, statute of limitations applies. For end customers, the general statute of limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the statute of limitations shall commence upon acceptance.
11.6 AKILA shall not be held liable for any damages caused by a delivery delay of the product, including the additional costs incurred by the contractual partner for making alternative arrangements for the production of the same product.
12. Final Provisions
12.1 Applicable Law / Court of Jurisdiction
The law of the Republic of Slovenia shall apply. To the extent permissible by law, the place of jurisdiction is Ljubljana.
12.2 Contractual Language
All contract-related communication shall take place in English.
12.3 Publication policy
AKILA shall retain the rights to publish images of the produced product ordered by contractual partner on AKILA’s websites and social accounts without prior request of the contractual partner if no trademark (logo or name) is presented on the image nor in any way readable on the product and the product itself doesn’t disclose its application and function. In all other cases, AKILA shall request the permission of contractual partner before any publications.
12.4 Ancillary Agreements / Written Form
Verbal ancillary agreements do not apply. Amendments to these GTCs must be made in writing. This also applies to waiving the requirement for making amendments in writing.
12.5 Invalidity of Individual Clauses
Should individual provisions of these GTCs be deemed invalid, this shall not affect the validity of the remaining provisions. In the case of an invalid provision, AKILA and the respective contractual partner shall agree on a new provision which is as economically close as possible to the unenforceable provision. The same applies to any contractual omissions.