General Terms and Conditions:

1. Definitions

These General Terms and Conditions govern the business cooperation between the seller:

MASARU d.o.o.
Na Rojah 3
1000 Ljubljana
Slovenia, Europe

Registration number: 6392598000
VAT ID: SI99767368

(hereinafter "seller" or "contractor") for products (hereinafter "products") and services (hereinafter "services") purchased by the buyer (hereinafter "buyer") and constitute an integral part of the sales contract, regardless of whether the buyer has published its own general terms and conditions.

These General Terms and Conditions apply to all matters governed by them, unless the seller and the buyer (hereinafter also referred to as: "customer" or "customers") do not agree otherwise in writing for an individual matter. VAT stands for "value added tax".

2. Prices

2.1. Package prices, Price list

The package prices published on the website are informative. The scope, complexity and combinations of desired services always differ from customer to customer. Therefore, the basis for business cooperation is an offer, proforma invoice or a contract – for each customer or for each project, separately.

The price list of services that can be reasonably defined, such as items:

design of individual products,
executive design,
graphic preparations,
retouching, photo processing,
editing websites,
programming,
etc.,

or final products and services that can be defined (say per piece):

individual sheet of integrated graphic image,
product (unchanging nature or such characteristics),
etc.,

is available in the company or on request.

When it is not possible or meaningful to evaluate a service in terms of quantity, especially if there are many possible combinations, these are not included in the price list. The buyer can get an offer if he just asks and specifies what he wants. If the buyer does not do this, the contractor himself evaluates the work performed and calculates it at his own discretion.

Therefore, the buyer is obliged to always ask how much something costs before ordering.

Final prices and payment terms apply as stated in the seller's offer, estimate or contract. If the price and conditions are not specified, the seller's usual prices apply at the time the seller receives the buyer's order.

2.2. Currency (USD or EUR)

We are based in Europe, Slovenia. Currency in Europe is euro (EUR). Our pricing is based on that. For easy understanding, prices for American clients on international website, may be stated in US Dollars ($ or USD). Unless otherwise stated, prices are in euros (€ or EUR).

By EU law we have to issue invoice in EUR. Prices are normally converted at the bank's current exchange rate.

Invoicing is normal like everywhere. Your VAT number is needed for VAT deduction. Statement on our invoice is regulated by EU: "Reverse Charge – VAT exempt under Article 44 Directive 2006/112/ES.". This wise you'll have all legal requirements for VAT decuction.

2.3. Taxes, shipping, packaging and handling charges.

Our business is almost always between legal entities (i.e. "B2B or "Business To Business"). In such a business, VAT is usually deductible. Prices are almost always exclusive of VAT. In case of B2C ("Buseness To Customer" or "End User") VAT has to be added. On the date of publication of these conditions, the statutory VAT in our country (Slovenia, Europe) is 22%. If VAT changes, it applies as dictated by legislation.

Unless otherwise specified by the seller, the prices do not include the costs of transport, packaging, loading and unloading, insurance and handling costs with the products. These costs are paid by the buyer or must be reimbursed to the seller. The conditions regarding the above-mentioned costs are determined by the seller in the offer, estimate or contract.

In case of creating services, most of this is not needed.

3. Inquiry, offer, order, order confirmation and contract

3.1. Inquiry

An inquiry does not yet mean the conclusion of cooperation or any obligation to the buyer. It is not binding for either the buyer or the seller. It's just a request.

3.2 Offer and/or estimate

Based on the buyer's description of what he wants, the seller prepares and sends an offer or estimate for the buyer. In the event that the buyer decides to do so, he shall confirm this in writing within the validity period stated on the offer or on the proforma invoice. If such a deadline is not specified, within 30 days from the date of the offer or estimate.

The seller can withdraw the offer or proforma invoice, provided that he has not yet received notification from the buyer that this offer or the estimate is accepted. In any case, this communication must be clear, well understood by both parties.

Offer or a proforma invoice is usuall valid 3-7 days. That is enough for an informed decision. If the buyer needs longer period, he shall ask for it in advance.

3.3. The contract

The seller and the buyer can also conclude a contract on business cooperation. In this case, the statements of this contract shall apply.

4. Payment

4.1. Our business bank, bank account

Headquarter
Banka Intesa Sanpaolo d.d.
Pristaniška ulica 14, 6502 Koper
Phone: +386 5 66 61 000

New business centre
Dunajska 167, 1000 Ljubljana
Phone: +386 1 30 76 620

Contacts
Contact center: +386 666 18 38
E-mail: info@intesasanpaolobank.si
Web: https://www.intesasanpaolobank.si

Registration number: 5092221000
VAT number: SI98026305
SWIFT / BIC: BAKOSI2X
REUTERS: BAKO

Our bank account:
IBAN: SI56 1010 0006 0103 135

Feel free to contact any office of this international bank.
Contacts of the banks subsidiaries and their websites are on their website:
https://group.intesasanpaolo.com/en/

4.2 Advance payment and regular Payment term

Unless otherwise specified in the seller's offer, payment is partial or 100% in advance. For reliable buyers (with a good credit rating, good company or brand reputation), payment terms can be tailored to these buyers.

In general, for the first order (the buyer buys from us for the first time), the buyer settles the purchase price in advance – advance payment or 100% advance.

The usual payment term is 15 days after the invoice is issued. This can be shorter or longer if the seller and the buyer so agree in writing.

4.3. Extended payment terms

Any longer payment terms can only be approved in writing by the responsible person of the seller.

The seller can change or cancel longer payment terms at any time. If there is doubt about the buyer's ability to pay, the seller can withhold the service or shipment and demand advance payment or require other suitable insurance. The seller can also request the return of the products from the carrier until he gets the appropriate insurances.

4.4. Installment payments for services

The seller can offer installment payments of services above a certain value to otherwise trustworthy buyers. If the buyer has a bad credit rating, bad reputation, etc., the seller does not have to offer payments in installments, can request insurance, 100% advance or another form of financial insurance. This assessment is made by the seller.

Installment payment is not a legal right of the buyer, but a good will of the seller to help the buyer. Not all buyers are the same. Most people are good. Some of them do not deserve this trust.

WISE members are usually trustworthy and we like to work with them.

4.5. Installment payments for products

If the seller sends the services or products in several shipments, it may be agreed that the buyer must pay for each shipment separately. If the buyer receives a shipment, part of which is not in accordance with the contract, the buyer can refuse to pay only for those goods that are not in accordance with the contract.

4.6. Disputed accounts

If the buyer objects to the invoice or part of the invoice, he must notify the seller in writing and explain the reasons for the objection within 8 (eight) days after receiving the invoice. If the buyer does not object to the invoice in time, he loses the right to object. If the buyer disputes only part of the invoice, he must pay the undisputed part of the invoice.

4.7. Withholding in case of non-payment

The seller can stop supplying services and products, or withhold delivery, if the buyer is late in paying any invoice, installment or advance payment for more than 15 days. It can also stop delivery and change payment terms to advance payments.

In simple terms: "Clara pacta, boni amici." (latin), which means: "Clean accounts, good friends."

4.8. Cessation of supplies

The seller can withhold delivery or stop deliveries if the buyer does not regularly settle his obligations to the seller or if the buyer is insolvent or if insolvency proceedings are proposed against the buyer.

4.9. Late payment interest

In the event of late payment, the seller may issue a statement of statutory late payment interest. These must be paid by the buyer.

5. Delivery and quantities of products, extended reservation of ownership of products

5.1. Delivery, transfer of ownership of products, transfer of risk

The place of delivery is the seller's warehouse or loaded on the truck ("ex works" or "F.O.B."), depending on the method of delivery. The risk of damage or destruction of the products passes to the buyer when the products leave the seller's warehouse or the seller's premises, and if it is a shipment by mail, upon delivery to the post office. The buyer bears all transport costs, insurance costs, taxes and customs duties, as well as the costs of preparing documentation, if it is a special documentation. Seller may ship products in partial shipments. All deadlines for sending shipments or the arrival of shipments at the destination are approximate. The seller is not responsible for damage to the buyer or to the buyer's customers if the products are not delivered within the expected or agreed deadlines.

5.2. Delivery

When the products are ready to be shipped, the seller informs the buyer about this, and the buyer must immediately (or at the time of concluding the transaction) give the seller shipping instructions, if the customer has not previously agreed on the shipping method. If the buyer does not provide the seller with transport instructions in time, the seller will send the products in the usual way to the buyer's location or his warehouse. Buyer must pay or reimburse seller for any additional shipping charges for special or expedited shipping.

5.3. Extended retention of title

The seller retains title to the products until the entire purchase price and any costs and interest have been paid. If the seller ceases to be the owner of the products (merger, acquisition of ownership rights of a third party), the reservation of ownership rights is automatically changed into an cession of the buyer's claims against third parties to the seller. The buyer assigns to the seller all claims that he has or will have from the sale of goods to legal entities based in the Republic of Slovenia. It is the transfer of existing and future claims to insurance, regardless of whether they arose on the basis of the sale of goods containing products supplied by the seller, or whether they arose on the basis of the sale of other goods. In case of late payment, the buyer must inform the seller, at the seller's request, who are the third parties to whom the buyer has claims that are subject to transfer in accordance with these General Terms and Conditions.

6. Modification and cancellation of orders

The buyer has no right to change or cancel the order or part of the order without the seller's written consent. If the buyer changes the order, he bears the costs caused by this change, which may be the full or even higher price of the products or the cost of the order.

In particular, when the seller has already incurred certain costs and has already performed certain (or all) work (delivered or not), the buyer does not have the right to cancel the order without the consequences of payment.

7. Return of products, return of services rendered

7.1. Return of well done services

Every service work involves close cooperation and usually proposal(s) before implementation, customer approval and only then the implementation itself. With this way of working, it is understandable that every order for services has been confirmed.

7.2. Poor or inadequate service

The contractor is interested in keeping his customer as a returning buyer.

If particular the service was poorly executed, it is understandable that first, both parties try to find a solution together. First conclusion: something went badly wrong or it wouldn't have happened. Solution can be found with communication.

In this case, the buyer has the right and duty to demand and receive a well-performed service from the contractor.

7.3. Returning products

The buyer does not have the right to return the products, unless the consumer protection regulations stipulate otherwise for the individual. The parties can agree on the return of the products, but in such a case the return is only possible if the products are unused, undamaged and in the original packaging and upon payment of handling costs in the amount of 7 - 10% of the contract price.

8. Force majeure, delay

If the seller is late in delivering the products for reasons beyond his normal control (regardless of whether such reason is foreseeable or not), the reasons for which may include, but are not limited to: strike, fire, major accident, war or riots, carrier delays, cyber attack, terrorist attack, inaction of the state administration, introduction of regulations or administrative measures, economic embargo, impossibility to obtain permits, etc., the time for delivery will be extended for the duration of such obstacles and additionally for the duration of the consequences of such obstacle. The seller must notify the buyer of such delay within a reasonable time.

9. Guarantee, warranty

9.1. LIMITED WARRANTY OF THE SERVICES AND PRODUCTS RELATED TO THE SERVICES

The buyer is obliged, at all times, to inspect the services and products of the contractor before they go to print or reproduction or to a subcontractor or to manufacture or use.

This is especially true for services. Example of some services:

branding guidelines or corporate visual identity and manuals for that in printed and digital form (files in electronic format),
graphic preparation for the printing of any printed material,
graphic preparation for printing for any method of reproduction (eg: offset printing, screen printing, tampo printing, printing with hot foil, embosed stamping, flexo printing, digital printing, etc.),
files for online use,
files for use in video or audio,
computer programming,
programming and writing code for websites,
any service provided to the customer.

The contractor (or seller) is obliged to repair or eliminate errors or, if there is no other solution, to perform the service again. He can only correct errors before they go to print or reproduction or use.

The contractor is of course interested in doing a good job and is interested in his customer. If not for other reasons, then for possible customer returns and new orders. This is also why the contractor carries out his quality control and inspection before delivery. After submitting his service, he is no longer responsible for its use.

He is in no way obliged to cover the costs of printing, rendering or any reproduction, no matter if he himself made the mistake. The buyer, the client, has to check everything before its use, too.

Mistakes will always be made by the person doing the work. Always.

That's why every service provided by the contractor must always be thoroughly and carefully inspected by the buyer, preferably by several people. The buyer is obligated to inspect carefully, which means LITERALLY, and also: inspected everything, read, letter by letter. In case of doubt, it is the buyer's responsibility to obtain a second opinion.

And, if errors are found, the contractor is of course obliged to correct them within his scope of work.

The contractor takes care and it is in his interest that the services are provided with quality*, reasonably and in accordance with the standards (if they exist for such services).

* Quality services can be a relative concept.

9.2. The seller guarantees the products:

that each product is free from defects in material and workmanship,
that each product conforms to specifications, if any, and
if the seller is the owner of the products at the time of delivery and otherwise without encumbrances, (hereinafter: "warranty" or "guarantees").

9.3 The product warranty conditions are:

that no one, other than the seller or someone authorized by the seller, has made any changes to the products or the services provided,
that the buyer's handling of the products, storage, use, installation and maintenance of the products was in accordance with the instructions or specifications and in accordance with the contract,
that the buyer has acted in accordance with generally accepted industry standards,
that the buyer has stopped using the products after discovering or should have discovered any defect,
that the buyer has notified the seller in writing without delay of the warranty claim within the period specified below,
that the buyer, according to the seller's instructions, sent the product or part of the product that has a defect to the seller or allowed the seller to view the product,
that the defect in the product is not the result of an accident (including force majeure), tampering with the product or its misuse.

The warranty only applies to products supplied to the customer by the seller. The warranty does not cover changes due to normal wear and tear, which includes parts that normally wear or break more quickly and are part of the product (such as fuses, bulbs or lights).

The seller does not guarantee that the product (e.g. website) is protected against online attacks or similar activity. Products that are connected to a computer network, connected to the Internet, or otherwise connected to computers or other similar devices, must be properly protected by the buyer against unauthorized electronic access.

9.4. Warranty periods

The buyer, who is a legal entity, must assert any warranty claims in writing within 12 months of taking over the product (for natural persons, the deadline is 24 months from taking over).

9.5. Warranty coverage

The seller's warranty is limited to the replacement of the product or its parts within a reasonable period of time, or to the refund of the purchase price, the choice is made by the seller. The warranty period on repaired or replaced products is limited to the remainder of the warranty period of the basic product. The buyer bears all costs of removal of the product, disassembly of the product, replacement, re-installation and the cost of the material required for the aforementioned tasks. All exchanged products become the property of the seller.

9.6. The warranties in this article are the sole warranties of the seller

The seller is not responsible for damage due to the impossibility of use, loss of income, capital costs, product replacement costs, loss of data, loss of electricity and the like, for claims that any third parties may have against the buyer, or for any indirect or incidental damage or punitive damages or for any other similar damage. The seller's entire liability is limited to the selling price of the product covered by the warranty.

10. Protection of trade secrets

10.1. The parties will protect all information as a business secret:

which will be obtained from the other party during the negotiations,
arising during the fulfillment of the contract and after the termination of the contract,
and other business information,
production information,
technical data, sketches, etc.,
information about suppliers, customers, purchase and sales conditions and
other commercial information, unless such information is publicly available.

10.2. Confidential information does not include:

which are publicly available through no fault of the parties,
which the customer obtains from a third party, without the third party obliging it to protect the confidentiality of such information,
if it is information that the customer already had at his disposal without being obliged to protect business secrets, but the customer must prove this circumstance with documents,
which the party independently acquired or developed without using the counterparty's confidential information and can demonstrate this in writing, or
if the party is obliged to disclose such information in accordance with the law, the party intending to disclose the information shall notify the opposing party thereof without delay and shall give the opposing party the opportunity to file appropriate legal remedies to request that such information not be disclosed, or to assist the party in doing so.

11. Copyright

The service activity performed by the contractor contains intellectual and creative work, e.g. ideas of and designing branding and branding guidelines, any design work (especially graphic or for web), graphic preparation for printing, creation of websites, construction, design in general, engineering, etc.

Any contractor proposal, design, conceptualization, strategy or conceptual strategy, etc. (as above) are intellectual and/or copyrighted work and owned by the artist until purchased and paid for in full.

After the service is performed and when the contractor issues an invoice, the copyright may be transferred to the buyer if so offered or specified. This can only happen after all obligations have been paid, otherwise the copyright has not been transferred and remains the property of the seller.

When it is offered that the contractor first make conceptual proposals (etc.) and only then the cooperation begins, and the buyer (or potential buyer) does not accept these conceptual proposals, they remain the property of the contractor and the buyer may not use them or make them similar, adapt them "in his own way", or pass them on to anyone else. Copyright legislation applies in full.

The contractor retains the so-called moral copyright. The contractor may indicate the customer and the author's work as his reference.

12. Transfer of rights and set-off

The buyer, or anyone for him, may not use the suggestions, ideas or anything (from the "Copyright" section) until he has purchased it and, of course, paid for it in full.

In the event that we (or the contractor) would only learn about ideas, see design proposals, method, strategy, etc. and used it without written approval, committed an offence.

The buyer may not transfer any rights or obligations to a third party without the prior written consent of the seller. The buyer may not set off his obligations to the seller with any counterclaims against the seller.

13. Compliance with import regulations

If it is necessary to obtain an import permit for the products for import into the buyer's country (i.e. delivery outside the Republic of Slovenia), such permit must be obtained by the buyer.

14. Law and jurisdiction of the court

14.1. Law of the Republic of Slovenia

The law of the Republic of Slovenia applies to offers, acceptance of offers and contracts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2. Legal disputes

The parties will first try to resolve all potential disputes through consultation and negotiation in good faith and in a spirit of mutual understanding. Disputes that the parties could not resolve in this way within 30 days from the date on which the party notified the other party of the dispute may be resolved by the party before the court in Ljubljana. The seller always has the option to assert claims against the buyer at any other competent court.

15. Breach and termination of contract

Contracts (confirmed orders) cannot be canceled unless the parties so agree in writing. If long-term deliveries are agreed, either party may terminate the contract with 30 days' notice without giving reasons. In the event of termination of the contract, the provisions on the protection of business secrets remain in force.

16. If any provision of the contract is ineffective

If it turns out that any provision of these General Terms and Conditions or the contract would not be valid due to a court decision or due to regulations, such invalidity does not affect the validity of all other provisions of the contract. The parties undertake to replace such a provision with another provision that will have the same or the most similar economic effect. If the parties were not compensated for such a provision, it is necessary to interpret the contract in such a way that its content comes as close as possible to the basic intention of the parties when concluding the contract.

17. Notification

All notifications regarding these General Terms and Conditions or the contract must be in writing. The notice is deemed to have been served three days after the delivery of a registered letter by post, sent to the address specified when accepting the offer or when concluding the contract, or sent by e-mail to the seller's address masaru@masaru.si, or to the buyer's e-mail address, which the buyer used for his electronic correspondence during negotiations or during the fulfillment of the contract.

18. Changes to the General Terms and Conditions

The seller reserves the right to change these General Terms and Conditions at any time. Such changes are effective between the parties:

with regard to all offers, acceptance of offers or concluded contracts after changes to the general terms and conditions,
and with respect to all contracts already in force, within 30 days of the seller's notification to the buyer of such changes, unless within a further 30 days after receiving the notification the buyer notifies the seller that he does not agree with such changes.

The general terms and conditions are published on the seller's website, masaru.si, and apply from August 1, 2025.

Ljubljana, 1 August 2025.