1. General

1.1 These General Terms and Conditions of Sale (hereinafter: the General Terms) govern all mutual obligations, rights and duties between ASSA ABLOY Opening Solutions Slovenija d.o.o., Poslovna cona A 18, 4208 Šenčur (hereinafter: the Seller) and legal entities or sole proprietors acting as purchasers of the Seller's goods and/or services (hereinafter: the Buyer).

1.2 These General Terms shall apply to all relationships between the Seller and the Buyer unless otherwise agreed by the parties in a specific case. For the avoidance of doubt, a specific agreement shall only be deemed valid if made in writing, whereby electronic communications shall also constitute written form.

1.3 These General Terms shall apply provided that the Seller has referred to them in the sales agreement, quotation, or any other document (hereinafter: the Legal Transaction) under which the transaction was concluded, thereby giving the Buyer the opportunity to become acquainted with them.

1.4 The Seller shall not recognize any terms and conditions of the Buyer that conflict with or deviate from these General Terms unless expressly accepted by the Seller in writing, whereby electronic communications shall also constitute written form.

1.5 By accepting a quotation, entering into an agreement, placing an order, or by any other mutually acceptable means, the Buyer confirms that it accepts and fully agrees to these General Terms. The General Terms may be amended or supplemented at any time. Each version of the General Terms shall bear its own date. Any deviation from these General Terms shall be valid only if confirmed by the Seller in writing. Such deviation shall apply only to the specific case concerned and shall not affect the validity of the remaining provisions of these General Terms.

1.6 All notices relating to the sale and delivery of goods shall be exchanged between the Seller and the Buyer in writing (whether in physical or electronic form) or orally. All such notices and documents must contain all legally required elements and any additional information necessary for the Seller to properly perform the sale. Any oral agreement shall only be binding on the Seller if confirmed by the Seller in writing, either simultaneously or subsequently.

2. Quotations

2.1 A quotation is a written document issued by the Seller to the Buyer on the basis of a verbal or written inquiry and may be amended. Once delivered to the Buyer, provided it contains a precise description of the goods, the quantity, price, and the period within which the Buyer may accept it, the quotation shall be binding upon the Seller. Any delivery date stated in the quotation is indicative only and shall be confirmed in the order confirmation. The terms, deadlines, prices and quantities stated in the quotation shall apply exclusively to that quotation.

2.2 The Seller assumes no responsibility for the accuracy or completeness of statements and information contained in catalogues or other documentation of manufacturers or suppliers. The Seller shall not be liable for any consequential loss or damage arising therefrom and shall not accept any claims for compensation or reimbursement in this regard.

2.3 Unless otherwise stated, a quotation shall remain valid and binding on the Seller for fourteen (14) calendar days from the date of issue. The quotation shall be deemed accepted if accepted in full by the Buyer and if the Seller receives the Buyer's written acceptance or order before expiry of the validity period. Any partial or full payment made by the Buyer on the basis of the quotation shall also constitute acceptance of the quotation.

2.4 The Seller reserves the right to refuse to issue a quotation to any Buyer.

3. Contract

3.1 A Legal Transaction between the Seller and the Buyer shall be deemed concluded when the parties have reached agreement on all essential terms thereof, or when the Seller receives the Buyer's written statement accepting the Seller's quotation. Orders must be submitted in writing and sent to the Seller by post, e-mail, through the Seller's web application, or in accordance with the established business practice between the parties.

3.2 An order shall be valid only if it contains all information required by the Seller for its proper execution, including at minimum:

• the exact address of the ordering party, consignee and payer;
• tax identification number;
• description and quantity of ordered goods;
• requested delivery date;
• method of shipment; and
• method of payment.

3.3 The Seller shall supply the goods and/or perform the services in accordance with the concluded Legal Transaction.

4. Withdrawal from the Contract

4.1 If the Buyer unilaterally cancels an order after it has been accepted by the Seller, the Buyer shall reimburse the Seller for all costs and damages incurred in connection with the order.

4.2 The Seller may withdraw from a quotation and/or order, or refuse to accept an order, in the following cases:

• if the Buyer is in default with payment of invoices already issued;
• if the Buyer fails to fulfil or breaches any other contractual obligations;
• if the Buyer becomes unable to meet its obligations;
• if the Buyer becomes insolvent or is subject to restructuring, bankruptcy or liquidation proceedings;
• if insolvency of the Buyer is imminent;
• if the Buyer concealed or withheld information which, had it been known to the Seller, would have caused the Seller not to enter into the transaction;
• in the event of force majeure.

4.3 In the event of a breach by the Seller, the Buyer shall notify the Seller and grant an additional reasonable period for performance, which shall not be shorter than eight (8) days. If the Seller fails to remedy the breach within such period, the Buyer may terminate the Legal Transaction without notice.

5. Delivery - Time, Place and Method

5.1 The Seller shall deliver the agreed quantity and type of goods or perform the agreed services within the agreed time and in accordance with the agreed Incoterms parity. In the event of a sudden and extraordinary increase in orders, the Seller reserves the right to extend the delivery period.

5.2 The agreed delivery period shall not be deemed an essential element of the contract within the meaning of Article 104 of the Slovenian Obligations Code unless expressly agreed by a specific contractual clause (for example, "no later than"). Contractual penalties for delayed delivery shall only apply if expressly agreed in writing.

5.3 Goods are sold EXW Seller's warehouse (INCOTERMS^® 2020). Upon the Buyer's request, or where established by prior business practice between the parties, the Seller may arrange transportation at the Buyer's cost and risk.

5.4 Acceptance of goods and/or services shall be confirmed by signing a delivery note, handover record or similar acceptance document.

6. Prices and Payment

6.1 Unless otherwise agreed, prices are quoted net of VAT, EXW Seller's warehouse, and are valid on the date of delivery or as stated in the applicable quotation. VAT shall be charged at the statutory rate. Any transportation to the Buyer's premises shall be at the Buyer's cost and risk and invoiced according to actual costs unless otherwise agreed in the quotation.

6.2 The Seller may grant corporate customers a discount structure based on the wholesale price list. Such discount structures shall be reviewed annually in December. Eligibility shall be based on sales achieved during the current calendar year.

6.3 The Seller reserves the right to amend prices without prior notice at any time during the business year if circumstances affecting prices change. Upon publication of a new price list, all previous price lists shall cease to apply.

6.4 Unless otherwise expressly agreed, the Seller shall invoice each individual delivery separately.

6.5 The Seller shall issue an invoice within eight (8) days following delivery of the goods. The Buyer shall pay for the delivered goods within the payment period specified on the invoice to the bank account stated on the invoice or pro forma invoice. In the event of late payment, the Seller shall be entitled to charge statutory default interest for each day of delay.

6.6 The Seller shall have the right to refuse the sale of goods or performance of services without prior notice if the Buyer has overdue outstanding liabilities towards ASSA ABLOY Opening Solutions Slovenija d.o.o. The Seller shall further be entitled to refuse delivery on deferred payment terms if circumstances arise that significantly impair the Seller's confidence in the Buyer's creditworthiness, including but not limited to financial deterioration, illiquidity, bank account blockage, insolvency proceedings, deterioration of the Buyer's credit rating, or failure to provide adequate security upon request.

6.7 In the circumstances described in Clause 6.6, the parties may agree that future deliveries will be made only against advance payment.

6.8 The payment period shall commence on the date of receipt of the goods or services or on the date of receipt of the invoice, whichever occurs later. Payment shall be deemed made on the date the funds are credited to the Seller's bank account.

6.9 If the Buyer disputes any invoice item, the Buyer shall nevertheless pay the undisputed portion of the invoice within the specified payment period.

6.10 In the event of payment default, the Buyer shall pay statutory default interest from the due date until payment in full.

6.11 Title to the goods shall remain with the Seller until the purchase price has been paid in full.

7. Claims and Return of Goods

7.1 The Buyer shall inspect the quantity and quality of the goods immediately upon receipt. Any shipment showing apparent defects must be rejected immediately upon delivery and reported to the carrier or delivery service provider; otherwise, the Buyer shall forfeit all rights arising therefrom.

7.2 In the event of a claim relating to the goods, the Buyer shall complete and submit a Claim Report; otherwise, the Seller shall not be obliged to accept or process the claim.

7.3 No quantity claims shall be accepted for goods collected by the Buyer directly from the Seller's warehouse.

7.4 The Buyer may return defect-free goods purchased from the Seller only with the Seller's prior written consent. Only undamaged, defect-free goods in the manufacturer's original packaging may be returned, no later than fourteen (14) days from the date of the Seller's written approval. The Seller shall accept such goods solely under limited conditions and at a reduced price determined by the Seller. A deduction equal to 20% of the sales value of the returned item shall normally apply. All transportation costs associated with the return of goods shall be borne by the Buyer. The Seller shall issue a credit note for accepted returned goods.

7.5 Goods ordered specifically for the Buyer ("Custom-Ordered Products") may not be returned without the prior approval of the Seller's supplier or manufacturer. If such return is approved, a deduction equal to 30% of the sales value of the item shall normally apply. Custom-Ordered Products that have already been installed by the Buyer may not be returned under any circumstances.

7.6 The Seller shall respond to a claim and initiate the claims handling procedure as soon as reasonably possible, and in any event no later than eight (8) days after receipt of the claim notification. Claims shall be resolved within a reasonable period, being the period objectively necessary to determine the relevant facts and resolve the claim.

8. Warranty

8.1 The Seller provides a warranty for the quality of the goods to the same extent as provided by the Seller's supplier. The Buyer may exercise warranty rights for the proper functioning of the goods within the period, under the conditions and in the manner specified in the Seller's warranty statement or warranty certificate. The warranty period shall be identical to that granted by the manufacturer and shall commence on the date of delivery of the goods.

8.2 No warranty shall apply in the following cases:

• improper handling of the product by the Buyer;
• failure to comply with instructions for use;
• defects caused by materials supplied by the Buyer;
• defects resulting from modifications or constructions added by the Buyer;
• repairs, alterations or modifications performed by the Buyer;
• damage or accidents caused by negligence, insufficient supervision, inadequate maintenance or improper use;
• improper installation;
• any other causes not originating from the goods themselves and not attributable to the Seller.

8.3 If the Buyer fails to allow the Seller to inspect the alleged defect or fails to make the goods available for inspection, all warranty rights shall become null and void.

8.4 The Seller's liability under the warranty excludes all liability for indirect, incidental, consequential or special damages of any kind. In particular, the Seller shall not be liable for consequential losses suffered by the Buyer due to the use of or defects in the goods, including damage to the Buyer's property, loss of profit, or any non-material or non-pecuniary loss.

9. Data Protection

9.1 Each party receiving and processing personal data of the other party under the relevant sales agreement shall act as an independent controller of such personal data where such processing is carried out in accordance with the agreement. Each party undertakes to process such personal data in compliance with applicable Data Protection Laws. The parties shall, whenever either party considers it necessary, enter into a data processing agreement (in a form acceptable to the Seller) governing the processing of personal data under the agreement.

9.2 "Data Protection Laws" means all applicable laws and regulations relating to data protection and privacy, including all legislation governing the processing of personal data of natural persons in any applicable jurisdiction, including the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"). The terms "Personal Data" and "Data Controller" shall have the meanings given to them under the applicable Data Protection Laws.

10. Anti-Bribery and Export Control

Anti-Bribery

10.1 The Buyer represents and warrants to the Seller that:

a) neither the Buyer, nor any of its affiliates, nor any of their directors, officers, employees, owners or shareholders has:

(i) directly or indirectly, or through any third party, made, authorized, offered or promised any payment, gift or transfer of anything of value to any person for the purpose of improperly obtaining or retaining business, directing business to any person, or securing any improper advantage; or

(ii) paid any unlawful bribe, rebate, kickback, influence payment, commission, or engaged in any conduct in violation of applicable Anti-Bribery Laws;

b) the Buyer has implemented and maintains policies and procedures designed to ensure, and reasonably expected to ensure, ongoing compliance with applicable Anti-Bribery Laws;

c) during the preceding five (5) years, neither the Buyer nor any of its affiliates has received any written notice alleging a violation or potential violation of Anti-Bribery Laws, nor has any such entity been the subject of any governmental investigation, inquiry or proceeding relating to Anti-Bribery Laws, and, to the Buyer's knowledge, no such investigation or proceeding is pending or threatened; and

d) no Public Official holds any shareholding, partnership interest, ownership interest or other financial interest in the Buyer or any of its affiliates, serves as an officer, director, employee, contractor or owner of the Buyer, or has or will have any entitlement or interest in any payment or other thing of value provided by the Seller to the Buyer.

10.2 "Anti-Bribery Laws" means all applicable laws and regulations intended to prohibit and penalize the offering, giving, receiving or soliciting of anything of value for the purpose of improperly or unethically influencing the actions of any individual or organization.

Export Controls and Sanctions

10.3 The Buyer represents and warrants that it shall at all times comply with all applicable Sanctions and Export Control Laws and that neither the Buyer, nor any of its affiliates, nor any relevant directors, officers, employees or, to the Buyer's knowledge, representatives or persons acting on behalf of any of the foregoing:

a) is a Listed Person;

b) engages, or will engage, in any transaction or activity where it could reasonably be expected to become a Listed Person;

c) has conducted or is conducting, directly or indirectly, business transactions or activities for or on behalf of, or otherwise involving, any Listed Person, or otherwise in violation of applicable Sanctions and Export Control Laws;

d) has participated or is participating in any transaction or activity intended to circumvent, evade or avoid the application of any Sanctions and Export Control Laws; or

e) is currently in violation of, has previously violated, or is the subject of any investigation or inquiry by any governmental or regulatory authority relating to Sanctions and Export Control Laws.

10.4 "Sanctions and Export Control Laws" means all applicable laws, regulations and measures governing or restricting international trade activities, including exports, re-exports, transfers of goods, technology, software or services, financial transactions and dealings with designated countries, entities or individuals, for the purpose of protecting national security, foreign policy and economic interests.

A "Listed Person" means any individual or entity designated by a governmental or international authority as being subject to sanctions measures, including asset freezes, trade restrictions, travel bans or restrictions on financial transactions.

General

10.5 The Buyer agrees, undertakes and covenants that:

a) it shall comply with all applicable Sanctions and Export Control Laws and shall not sell or re-export any Product without obtaining all necessary licences, authorisations and approvals;

b) it shall not sell, export or re-export any Product, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, irrespective of whether such activity may otherwise be permitted under laws applicable to the Buyer;

c) it shall use its best efforts to ensure that the purpose of this Clause 10.5 is not frustrated by any downstream third parties in the supply chain, including resellers;

d) it shall (i) impose the obligations set forth in this Clause 10.5 on downstream third parties, including resellers, and (ii) establish and maintain an adequate monitoring mechanism capable of identifying conduct by such third parties that would undermine the purpose of this Clause;

e) the representations and warranties set out in Clause 10.3 shall remain true and correct at all times;

f) it shall notify the Seller in writing without undue delay, and in any event within five (5) business days, if:

(i) any representation or warranty in Clause 10.3 ceases to be true or correct; or

(ii) the Buyer encounters difficulties complying with Clauses 10.5(a)-(d), including any activities of third parties that could undermine the purpose of this Clause; and

g) it shall not participate in any military end-use transaction unless expressly authorised by the Seller.

10.6 The Buyer shall maintain complete and accurate records of all actions undertaken by, on behalf of, or at the instruction of the Seller pursuant to this Clause 10 and shall cooperate fully with the Seller in ensuring compliance with applicable Sanctions and Export Control Laws. Upon request, the Buyer shall provide true, complete and accurate copies of all relevant documentation, including end-user certifications, export control documentation, compliance records and any other information reasonably requested by the Seller within two (2) weeks of such request.

10.7 Notwithstanding anything to the contrary in these General Terms, the Seller shall not be obliged to make any payment or perform any act under the agreement where the Seller, acting in good faith, believes such action could violate, contribute to a violation of, or constitute circumvention of applicable Sanctions and Export Control Laws.

10.8 The Seller may immediately terminate the agreement by written notice if:

a) any representation or warranty in Clause 10.3 ceases to be true or correct;

b) the Buyer breaches any obligation under Clauses 10.5 or 10.6, which shall in each case constitute a material breach of the sales agreement;

c) the Buyer misrepresents or fails to disclose any material fact or fails to provide documentation, certifications or information requested by the Seller;

d) the Buyer, any of its affiliates or any relevant director, officer or employee becomes a Listed Person; or

e) either party's ability to perform its obligations is materially impaired due to restrictions arising under applicable Sanctions and Export Control Laws.

10.9 Upon such termination, the sales agreement and all rights and obligations arising thereunder shall immediately terminate, provided that the Buyer shall remain liable to the Seller for any breach of this Clause 10.

10.10 The Seller shall not be liable to the Buyer for any claims, losses or damages resulting from the Seller exercising its rights under Clauses 10.7 and 10.8.

10.11 Any breach by the Buyer of Clause 10.3 shall constitute a material breach of the sales agreement, entitling the Seller to seek appropriate remedies, including:

(i) termination of the agreement;

(ii) liquidated damages equal to fifty percent (50%) of the total value of the sales agreement or the value of the exported goods, whichever is higher; and

(iii) indemnification pursuant to Clause 10.12 below.

10.12 The Buyer shall indemnify, defend and hold harmless the Seller, its affiliates, directors, officers, employees, advisers, owners and equity holders (collectively, the "Indemnified Parties") against any and all third-party claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of, relating to or resulting from:

a) any breach of the representations and warranties set out above;

b) any breach by the Buyer of its obligations under Clauses 10.5 or 10.6; and

c) any claim, action, investigation or proceeding related to any of the foregoing, whether based in contract, tort or otherwise.

Copilot said:

11. Code of Conduct and Training

11.1 The Buyer acknowledges that it has been informed of the ASSA ABLOY Code of Conduct (as amended from time to time), available at: https://www.assaabloy.com/group/en/sustainability/code-of-conduct (the "Code of Conduct"), and that it has received a copy thereof. The Buyer represents and warrants that it shall perform its obligations under this Agreement in full compliance with the Code of Conduct.

11.2 The Buyer agrees that its directors, officers and employees involved in the performance of the Buyer's obligations under the Sales Agreement shall complete Code of Conduct training as may be required by the Seller from time to time.

12. Intellectual Property Rights

12.1 "Intellectual Property" means all intellectual property rights, including copyrights, trademarks, trade secrets, registered designs, drawings, patents, know-how, confidential processes and other similar proprietary rights, whether registered or unregistered, together with all rights to apply for registration of such rights and any rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing rights (including any renewal or extension thereof), whether arising under statute, common law or equity in any jurisdiction.

12.2 Each Party shall retain the sole and exclusive ownership of its Intellectual Property Rights. Nothing in this document shall be construed as transferring or licensing any such rights to the other Party unless expressly provided for in the Sales Agreement.

12.3 The Seller warrants that the Products shall not infringe the Intellectual Property Rights of any third party. The Buyer acknowledges and agrees that all Intellectual Property Rights relating to the Products are owned by the Seller and that the Buyer does not and shall not acquire any rights therein as a result of performing its obligations under this Agreement.

13. Liability

13.1 Subject to Clause 13.3, the Seller's aggregate liability to the Buyer arising out of or in connection with the Sales Agreement shall not exceed the total amount paid or payable by the Buyer under the Sales Agreement during the preceding twelve (12) months.

13.2 Subject to Clause 13.3, the Seller shall under no circumstances be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• loss of profit;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use of, or damage to, software, data or information;
• loss of goodwill or damage to reputation; or
• any indirect, consequential, incidental or special loss or damage arising from the Seller's act or omission.

13.3 Nothing in this Supply Agreement shall limit or exclude either Party's liability for any matter in respect of which it would be unlawful to limit or exclude liability.

14. Indemnities

14.1 The Buyer shall notify the Seller immediately, and in any event no later than three (3) Business Days after becoming aware of any claim, infringement or potential claim or infringement, concerning:

a) any actual, threatened or alleged infringement of the Seller's Intellectual Property Rights of which the Buyer becomes aware; or

b) any claim that the supply or use of the Products infringes the rights of any third party,

(each an "IP Infringement Claim").

14.2 In relation to any IP Infringement Claim:

a) the Buyer shall not admit liability or enter into any settlement, agreement or compromise in relation to the IP Infringement Claim without the Seller's prior written consent;

b) the Seller shall have sole discretion to determine the action to be taken in respect of the IP Infringement Claim, if any, and the Buyer shall comply with the Seller's instructions. Without limitation, the Seller may require the Buyer to cease purchasing or to return (against reimbursement of the purchase price) any Products forming the subject of an IP Infringement Claim;

c) the Seller shall conduct and retain exclusive control of any subsequent proceedings or actions it considers necessary;

d) the Buyer shall, at reasonable times and upon reasonable notice, grant the Seller and its professional advisers access to its premises and to its officers, directors, employees, agents, representatives, advisers, records, accounts and relevant documentation under its control, for the purpose of investigating the IP Infringement Claim and making copies thereof, at the Seller's expense;

e) the Buyer shall, at the Seller's expense, take all reasonable steps necessary to enable the Seller to defend any such IP Infringement Claim;

f) the Seller may remove the Product from the Sales Agreement, replace or modify the Product, or obtain the necessary licence or consent from the claimant or relevant third party; and

g) the Seller shall bear all costs associated with such proceedings and shall be entitled to any damages, compensation or other amounts awarded or payable as a result thereof.

14.3 The Seller shall not be liable in respect of any IP Infringement Claim where:

a) the Buyer fails to comply with the provisions of this Clause 14; or

b) the IP Infringement Claim arises as a result of the Buyer modifying the Products or using them for purposes for which they were not intended,

and the Buyer shall remain liable for all resulting costs and losses incurred by the Seller pursuant to Clause 14.2(g).

14.4 Nothing in this Clause 14 shall limit the Buyer's general legal obligation to mitigate any loss or damage which it may suffer or incur as a result of any event giving rise to an IP Infringement Claim.

15. Force Majeure

15.1 The Seller shall not be obliged to perform services, deliver contractual quantities or types of goods, or comply with agreed delivery deadlines where prevented from doing so by a Force Majeure Event. The Seller shall also be released from liability for any loss or damage resulting from a Force Majeure Event. A Force Majeure Event means any circumstance arising from causes beyond the reasonable control of the affected Party, the effects of which could not reasonably have been foreseen, prevented or avoided. In addition to circumstances generally recognized under applicable law and case law, Force Majeure Events shall include measures imposed by governmental authorities that disrupt or prevent the procurement, supply or delivery of goods.

15.2 The Seller shall notify the Buyer in writing of its inability to perform the Legal Transaction due to a Force Majeure Event.

15.3 If a Force Majeure Event continues for more than one (1) month, the Parties shall consult regarding the future performance of the Legal Transaction. If no agreement can be reached, either Party may terminate the Legal Transaction by written notice to the other Party.

16. Confidentiality

16.1 The entire Legal Transaction, including all related documentation, shall be deemed confidential information. The Parties shall protect all information relating to their mutual business relationship and shall prevent access thereto by any third party. Persons disclosing information designated as confidential may be held liable in accordance with applicable law.

16.2 The Parties agree to preserve the confidentiality of such information and to use it solely for the purpose of performing the Legal Transaction. The Parties shall not disclose confidential information to any third party other than their parent companies, subsidiaries, affiliates or entities under common control, and only to those employees, officers or representatives thereof who have a legitimate need to know such information for the performance of their duties.

17. Validity of the General Terms

17.1 The invalidity or unenforceability of any provision of these General Terms or any Legal Transaction shall not affect the validity or enforceability of the remaining provisions of these General Terms and/or any Legal Transactions concluded pursuant thereto.

17.2 These General Terms shall remain in force indefinitely until replaced or amended by new or revised General Terms.

17.3 The Seller shall notify the Buyer of any proposed amendments to these General Terms or the introduction of new General Terms by publication together with the issuance of quotations and by posting such amendments on its website prior to their intended effective date.

18. Final Provisions

18.1 The Parties shall be bound only by the obligations expressly set out in these General Terms, by obligations agreed between them in writing, and by the mandatory provisions of the Slovenian Obligations Code and other applicable laws and regulations.

18.2 Each Party shall promptly notify the other Party in writing of any change to its registered office address or any other relevant corporate information.

18.3 The Buyer may assign the Legal Transaction and/or any rights or obligations arising therefrom to a third party only with the Seller's prior written consent.

18.4 These General Terms and all Legal Transactions arising therefrom shall be governed by and construed in accordance with the laws of the Republic of Slovenia.

18.5 The Parties shall seek to resolve any disputes arising out of their mutual legal relationship amicably. Failing such resolution, the courts having subject matter jurisdiction in Kranj, Slovenia, shall have exclusive jurisdiction.

18.6 These General Terms are available via a link on the Seller's website. A reference and link to these General Terms are included in the Seller's documents provided to its customers.