I. Conclusion of Contract

These General Purchasing Terms and Conditions of DAT-CON d.o.o. (hereinafter: the “General Terms”) govern all legal relationships between DAT-CON d.o.o. (hereinafter: the “Customer”) and the supplier of goods or services (hereinafter: the “Supplier”).
For matters not expressly regulated by these General Terms, the applicable law of the Republic of Slovenia shall apply, in particular the Slovenian Code of Obligations.
The contract, order, any amendments thereto, and all additional agreements must be concluded in written form unless expressly agreed otherwise in writing

II. Scope of Supply / Changes in Scope of Supply

The Supplier undertakes to perform the delivery in accordance with the order, technical documentation, applicable standards, regulations, and legislation, and ensures that the delivery includes everything necessary for the proper, safe, and uninterrupted use of the supplied goods or services according to the intended purpose of the supply and in accordance with established standards or business practices between the parties. The Supplier is responsible for fulfilling the clearly defined requirements of the Customer and may not, without the Customer’s prior written consent, make any changes to products, services, materials, processes, production locations, or subcontractors if such changes could affect the supplied goods or services in relation to the intended purpose of the supply and in accordance with established standards or business practices between the parties.

III. Prices / Payment Terms / Delivery Terms
The agreed prices are fixed and include all costs, taxes, duties, packaging, transport, insurance, licenses, documentation, and all other costs related to the fulfilment of the delivery, unless expressly agreed otherwise in writingThe Supplier must issue correct invoices containing all essential information required by applicable regulations and by the Customer. The payment term is 60 days from receipt of a properly issued invoice unless otherwise agreed by the contracting parties in writing. The Customer has the right to withhold payment for disputed or non-compliant deliveries.
Unless otherwise agreed, deliveries shall be made in accordance with Incoterms 2020, parity DAP Polzela, SloveniaAssignment of claims or other rights of the Supplier against the Customer without the Customer’s prior written consent is not permitted.

IV. Delivery Deadlines / Delay in Delivery

Delivery deadlines specified in the order, contract, or other binding document are binding and constitute an essential element of the contractual relationship.
The Supplier is obliged to ensure timely delivery in accordance with the agreed deadlines, quantities, and other requirements of the CustomerThe Supplier must immediately notify the Customer in writing of any threatened or actual delay and state the reasons for the delay, the expected duration of the delay, and the measures for its elimination. Delivery shall be deemed timely if it is completed within the agreed deadline or within the tolerance range, if such tolerance has been expressly agreed. In the event of delay, the Customer shall be entitled to a contractual penalty amounting to 1% of the order value for each commenced week of delay, but not exceeding 10% of the order value.
The Supplier is obliged to take all necessary measures to mitigate the consequences of the delay, including the use of alternative sources, additional capacities, or other appropriate measuresIn the event of repeated delays or substantial delay, the Customer has the right to reject the delivery, withdraw from the contract, or procure the delivery from third parties at the Supplier’s expense. Enforcement of the contractual penalty does not exclude the Customer’s right to claim full compensation for damages. The Supplier is liable for all costs and damages arising from the delay, including costs incurred by the Customer and its customers.

V. Confidentiality / Information

The Supplier must treat all information, documents, data, technical documentation, trade secrets, and other materials received or accessed within the scope of cooperation (hereinafter: the “Confidential Information”) as confidential and use them exclusively for the purpose of performing the contractWithout the Customer’s prior written consent, the Supplier may not disclose, transfer, or otherwise make Confidential Information available to third parties, except to its employees or subcontractors who necessarily require such information for contract performance and who are bound by at least an equivalent level of confidentiality. The Supplier must ensure appropriate technical and organizational measures to protect Confidential Information against unauthorized access, loss, destruction, or misuse. The Supplier may not use Confidential Information for its own purposes, for the development of products or services for third parties, or for any purpose not directly related to the performance of the contract.
All Confidential Information shall remain the exclusive property of the Customer. Upon the Customer’s request, the Supplier must immediately return or permanently destroy all Confidential Information, including copies thereof, and confirm this in writingThe confidentiality obligation shall survive termination of the contractual relationship and remain valid for at least 5 years after termination of cooperation unless a longer period is prescribed by law or contract. Without the Customer’s prior written consent, the Supplier may not advertise or otherwise publicly refer to the business relationship with the Customer. In the event of a breach of the provisions of this Article, the Supplier shall be liable for all direct and indirect damages and must reimburse the Customer for all incurred costs.

VI. Quality Control / Inspection of Received Goods

The Supplier must establish, implement, and maintain an effective quality management system compliant with internationally recognized standards such as ISO 9001 or an equivalent standard, and ensure continuous process capability and conformity of supplied products or servicesIf the system is not certified, the Supplier must demonstrate its effectiveness, and the Customer reserves the right to audit the system. In such case, the Supplier undertakes to establish and obtain certification of the quality management system within the agreed deadline. Until certification is obtained, the Supplier must ensure appropriate substitute quality control measures approved by the Customer. The Supplier must ensure full production traceability, including documentation of processes, used materials, quality controls, and responsibilities of individual persons. Such documentation must be made immediately available to the Customer upon request. Where required, the Supplier must provide appropriate samples, validation, and product approval procedures such as PPAP, FAI, or equivalent procedures before the start of serial delivery and may not commence serial production without the Customer’s approval.
Any changes to products, processes, materials, or subcontractors may only be implemented by the Supplier following the Customer’s prior written approvalThe Customer shall perform a basic inspection upon receipt of the goods, primarily checking for obvious defects, quantity, and identity. The Supplier must immediately notify the Customer of any hidden defects discovered later during the process, use, or by end customers; otherwise, the Supplier loses the right to assert warranty claims. In the event of identified non-conformities, the Customer has the right to reject the delivery, require replacement, repair, or other appropriate correction of the non-conformity, and reimbursement of all costs related to the non-conformity. At the Customer’s request, the Supplier must perform a root cause analysis and prepare a structured report such as an 8D report or equivalent, and within specified deadlines provide corrective and preventive measures.
The Customer has the right to conduct quality audits at the Supplier’s and its subcontractors’ premises in accordance with Article XV of these General Terms. The costs of regular audits shall be borne by the Customer, while the costs of extraordinary audits shall be borne by the Supplier (if non-conformities are identified)

VII. Warranties / Liability / Reimbursement of Costs

If the supplied goods or services are defective, the provisions of applicable legislation shall apply for the enforcement of rights unless these General Terms provide otherwise. If safe operation is endangered, there is a risk of significant damage, or the supply to the Customer’s clients is jeopardized, the Customer has the right, after notifying the Supplier, to remedy the defects itself or through third parties or to ensure another appropriate solution. All resulting costs shall be borne by the Supplier. The Supplier shall be liable for all direct and indirect damages arising from defects in the supplied goods or services.
The Supplier shall reimburse all costs exceeding the normal scope of incoming inspection where it is determined that the number of non-conforming parts exceeds the agreed quality level, such as PPM, either for an individual shipment or on an annual basis. This also includes the costs of additional inspections at the Customer or its partnersIf the Supplier uses third parties for performance, it shall be liable for their acts and omissions as if they were its own. The Supplier shall reimburse all costs incurred by the Customer and its clients arising from defects, including costs of prevention, mitigation, or elimination of damages, such as recalls, repairs, replacements, testing, sorting, or other necessary activities. The Supplier shall also reimburse all costs arising from the Customer’s legal or contractual obligations towards its clients due to defects in supplied products or services. The Supplier shall be liable for all defects and damages for a period of 24 months from delivery or acceptance of the goods or services unless the law, contract, or nature of the supply requires a longer period. In the event of defect correction or replacement delivery, the warranty period shall be extended by the period during which the product or service could not be used. The Supplier must maintain appropriate liability insurance for the risks referred to in this Article throughout the duration of the supply relationship and, upon the Customer’s request, provide proof of insurance at least in the amount of the value of the supply relationship.

VIII. Supplier Development

Depending on the importance of the purchased material, products, or services and their impact on compliance with the requirements of the Customer and its clients, Suppliers shall be included in a supplier evaluation, development, and improvement system based on continuous monitoring of their performanceThe Supplier undertakes to continuously improve quality, processes, delivery reliability, and efficiency, and to achieve the targets set by the Customer, particularly regarding delivery timeliness, quality, responsiveness, and compliance. The Customer has the right to regularly evaluate the Supplier and inform it of the evaluation results. Upon the Customer’s request, the Supplier must participate in improvement activities, including analyses, quality improvement measures, and technical coordination. In the event of non-conformities or deviations, the Supplier must immediately implement corrective measures and, upon the Customer’s request, prepare a structured problem-solving report such as an 8D report or equivalent. The Supplier must ensure immediate containment actions to limit consequences and permanent actions to eliminate root causes. In the event of repeated or serious non-conformities, the Customer may introduce escalation measures, which may include additional quality controls at the Supplier’s expense, temporary suspension of deliveries, blocking of new orders, requirements for process improvements, or initiation of supplier replacement procedures.
All costs related to non-conformities, analyses, additional inspections, sorting, testing, or other measures shall be borne by the SupplierThe Customer has the right to conduct audits at the Supplier and its subcontractors in accordance with Article XV of these General Terms, including extraordinary audits in the event of non-conformities. If the Supplier fails to improve its performance despite implemented measures, the Customer has the right to limit or terminate cooperation and remove the Supplier from the list of approved suppliers.

IX. Work on Company Premises

The Supplier must ensure that its personnel, employees, contractors, and subcontractors comply with all applicable occupational health and safety regulations, fire safety regulations, environmental protection regulations, and the Customer’s internal rules and instructions while on the Customer’s premisesBefore the commencement of work on the Customer’s premises, the Customer and the Supplier must conclude a written agreement regulating in detail their mutual obligations regarding occupational health and safety, fire safety, environmental protection, and the performance of work on the Customer’s premises. The Supplier is responsible for the qualification of its personnel, the use of appropriate protective equipment, and all damages caused by them on the Customer’s premises. The Customer has the right to prohibit access to persons who violate applicable rules, instructions, or safety requirements.

X. Tooling

Regardless of any agreements to the contrary, the Customer shall acquire full ownership of the tooling to the extent that it contributed to the proven costs of the tooling used for the production of the supplied goods. Ownership of the tooling shall transfer to the Customer on the date of payment of the corresponding share of the costsThe tooling shall remain in the possession of the Supplier, who is obliged to manage it with due care. The Supplier must obtain the Customer’s prior written consent for removal, relocation, use for other purposes, or destruction of the tooling. The Supplier is obliged to clearly, permanently, and visibly mark all tooling as the property of DAT-CON d.o.o., whereby the marking must enable unambiguous identification. The Supplier must ensure that the tooling is properly recorded, separately managed, protected, and used exclusively for production for the Customer unless otherwise agreed in writing.
In the event of production of replacement or additional tooling, ownership shall belong to the Customer to the same extent and under the same conditionsUpon termination of the supply relationship or at the Customer’s request, the Supplier must immediately hand over the tooling to the Customer. Under no circumstances shall the Supplier have a right of retention over the tooling. The obligation to return the tooling shall also apply in the event of the Supplier’s insolvency or commencement of insolvency proceedings. The Supplier must ensure the uninterrupted transfer of the tooling. The Customer has the right to immediately repossess the tooling if the Supplier breaches its obligations or if supply is endangered, whereby the Supplier waives any objections or rights of retention relating to the tooling to the extent permitted by applicable law. The Supplier shall be liable for any loss, damage, or destruction of the tooling and must compensate the Customer for all resulting damages.
All costs related to the management, storage, maintenance, insurance, and transfer of the tooling shall be borne by the Supplier unless expressly agreed otherwise in writing

XI. Software

The Supplier must ensure the proper functioning, security, and support of the software. The Supplier must provide access to the source code or an appropriate escrow mechanism and lifecycle support for at least 5 years unless otherwise agreed in writing.
The software must not contain hidden functionalities, malicious code, unauthorized access mechanisms, or other elements that could jeopardize the security, availability, or integrity of the Customer’s systems. The Supplier undertakes to provide support, maintenance, and upgrades for the software for a period of at least 5 years from delivery or from the last delivery of the respective version unless otherwise expressly agreed in writing. Support shall include, in particular, bug fixing, security updates, adjustments due to changes in legislation or the technical environment, and ensuring compatibility with agreed systems.
The Supplier must remedy critical defects within a reasonable time or in accordance with agreed service levels (SLA), and must ensure immediate action regarding security vulnerabilities. In the event of termination of support, cessation of business operations, or inability to provide maintenance, the Supplier must enable the Customer to continue using the software, including access to source code, documentation, and necessary know-how for maintenance or transfer to a third party, to the extent necessary for uninterrupted use without additional costs for the CustomerSupport and maintenance costs must be transparently defined in advance and must not disproportionately restrict the Customer in the further use of the software. Such costs must be approved by the Customer in writing; otherwise, the Customer shall not be obliged to bear them.

XII. Force Majeure / Long-Term Inability to Supply

Force majeure shall mean extraordinary and unforeseeable events beyond the control of the contracting parties that could not have been prevented, avoided, or overcome with reasonable care, in particular natural disasters, fires, floods, earthquakes, wars, terrorist acts, general strikes, epidemics or pandemics, failures of key infrastructure, or mandatory measures imposed by governmental authorities.
The party invoking force majeure must immediately notify the other party in writing of the occurrence of the event, its impact on the performance of obligations, and its expected duration, but no later than within 3 working days from the occurrence of the event. Upon cessation of the event, the affected party must notify the other party without delay.
The affected party is obliged to take all reasonable measures to mitigate the consequences of force majeure, including the use of alternative sources, changes in logistics, redistribution of capacities, or other appropriate measures to continue supplyDuring the duration of the force majeure event, the obligations of the affected party shall be temporarily suspended to the extent and for the duration of the impact of the event. This shall not affect obligations that became due prior to the occurrence of force majeure.
The Supplier shall not be entitled to change prices due to force majeure.
If force majeure lasts longer than 30 days or substantially endangers continuity of supply, the Customer shall have the right, at its sole discretion, to: (i) withdraw from the contract without liability, (ii) partially reduce the scope of orders, or (iii) secure alternative supply from third parties, whereby the Supplier shall reasonably cooperate in the transfer of production or supply.
Events that the Supplier could have prevented or managed through appropriate planning, supply chain redundancy, or insurance, such as shortages of materials, subcontractor failures, or logistics disruptions of a usual nature, shall not be considered force majeure.

XIII. Information Security

The Supplier must ensure a high level of information security in the performance of contractual obligations and protect all information, data, systems, and software of the Customer against unauthorized access, disclosure, modification, loss, or misuse. The Supplier must establish and maintain appropriate technical and organizational measures in accordance with good information security practices, such as ISO/IEC 27001 or an equivalent standard, including access management, data encryption, security monitoring, and network protectionAccess to the Customer’s information and systems shall be granted exclusively to authorized persons of the Supplier who are appropriately trained and bound by confidentiality obligations. The Supplier must ensure traceability of access and appropriate management of user rights.
Without the Customer’s prior written consent, the Supplier may not:
• transfer, process, or store the Customer’s data outside the European Economic Area,
• use unauthorized or public cloud services,
• use the Customer’s data for the development, testing, or training of artificial intelligence,
• disclose the Customer’s data to third parties.
The Supplier must ensure compliance with applicable personal data protection legislation, including GDPR, and, where processing personal data, act as a data processor in accordance with applicable legislation.
The Supplier must immediately, and no later than within 24 hours, notify the Customer of any security incident or data breach and provide all necessary information, cooperation, and support in remedying the consequencesThe Customer has the right to conduct information security audits at the Supplier and its subcontractors in accordance with Article XV of these General Terms.
Upon termination of the contractual relationship, the Supplier must immediately return or permanently delete all Customer data and, upon the Customer’s request, confirm this in writingThe Supplier must maintain a Business Continuity Plan (BCP) and an Incident Response Plan (IRP) and provide them to the Customer for review upon request.
In the event of a breach of the provisions of this Article, the Supplier shall be liable for all direct and indirect damages, including damages suffered by the Customer and its clients.

XIV. Prohibition of Counterfeit Components

The Supplier guarantees that all supplied materials and components originate from verified, traceable, and approved sources and are not counterfeit or unsuitable The use of unauthorized or substitute components without the Customer’s prior written consent is not permitted.
In the event of suspicion or identification of counterfeit components, the Supplier must immediately notify the Customer, provide replacement components, and reimburse all resulting damages and costsThe Customer has the right to conduct audits in accordance with Article XV of these General Terms.

XV. Right to Audit

The Customer has the right to conduct regular and extraordinary audits at the Supplier and its subcontractors for the purpose of verifying compliance with contractual requirements, orders, and these General Terms.
The Supplier must grant access to relevant premises, documentation, systems, records, and personnel to the extent necessary for conducting the audit, while taking into account reasonable security and confidentiality requirements.
If the Supplier does not permit the audit or fails to remedy identified non-conformities within a reasonable period, the Customer has the right to limit or suspend deliveries, block new orders, or withdraw from the contract without any consequences or liability for the Customer.

XVI. Packaging and Labelling

The Supplier must ensure appropriate packaging of the goods to prevent damage, contamination, or deterioration of quality during transportation, handling, and storage.
Each shipment must be clearly, correctly, and permanently labeled with all information necessary for identification and traceability, in particular the order number, product designation, quantity, LOT or batch number, and any other required information.
The Supplier must ensure full batch traceability of supplied goods, enabling an unambiguous connection between the delivered quantity, used material, manufacturing process, and related documentation. Upon the Customer’s request, the Supplier must immediately provide relevant material certificates, declarations of conformity, and proof of origin.
In the event of improper packaging or labelling, the Customer has the right to reject the delivery in whole or in part. All costs related to rejection, return, replacement delivery, or any resulting damages shall be borne by the Supplier.

XVII. Sustainability and ESG

The Supplier undertakes to comply with applicable environmental, social, and governance (ESG) regulations and to ensure compliance throughout its supply chain. The Supplier must act in accordance with environmental legislation, ensure safe and lawful working conditions, and respect human rights, including the prohibition of forced labour, child labour, and other forms of unacceptable conductUpon the Customer’s request, the Supplier must provide basic evidence of compliance with ESG requirements.

XVIII. Termination of Contract

The Supplier has the right to withdraw from the contract in the event of a material breach of obligations by the Customer if such breach is not remedied within 30 days of receipt of written notice, whereby the Supplier shall only be entitled to payment for properly performed and accepted deliveries or services.
The Customer has the right to immediately withdraw from the contract without notice in the event of a material breach of obligations by the Supplier, in particular in the event of non-conforming delivery, breach of confidentiality, breach of quality provisions, information security provisions, use of counterfeit components, ESG requirements, or other significant contractual obligations.
The Customer may also withdraw from the contract if the Supplier becomes insolvent, initiates insolvency proceedings, ceases operations, or there is justified suspicion that the Supplier will not be able to fulfill its obligations.
In the event of withdrawal from the contract, the Supplier must immediately cease deliveries, enable the transfer of documentation, materials, tooling, and other assets to the Customer or to a third party designated by the Customer, and provide the necessary cooperation for the uninterrupted transfer of production or supply without damage to the Customer.
The Supplier shall not be entitled to compensation due to the Customer’s withdrawal from the contract, except for payment for properly performed and accepted deliveries or services that comply with contractual requirementsWithdrawal from the contract shall not affect the Customer’s right to claim damages, contractual penalties, or other rights arising from the contract, these General Terms, or applicable legislation.

XIX. Dispute Resolution / Governing Law

All disputes arising from this contractual relationship shall fall under the jurisdiction of the competent court in Ljubljana, Republic of Slovenia These General Terms, all orders, contracts, and other legal relationships between the Customer and the Supplier shall be governed by the laws of the Republic of Slovenia.

XX. Partial Invalidity

If any provision of these General Terms is invalid, void, or unenforceable, this shall not affect the validity of the remaining provisionsThe contracting parties shall replace the invalid, void, or unenforceable provision with a valid provision that most closely reflects the economic purpose of the original provision.

XXI. Personal Data Protection

The parties undertake to process personal data in accordance with applicable personal data protection legislation, including Regulation (EU) 2016/679 (GDPR) and applicable Slovenian legislation.
If the Supplier processes personal data on behalf of the Customer, it shall act as a contractual data processor and must comply with the requirements of Article 28 GDPR and other applicable legal requirementsWhere required due to the nature of personal data processing, the parties undertake to conclude an appropriate data processing agreement.

Polzela, 7.5.2026