1) General

• General terms and conditions ("Terms & Conditions") regulate activities related to contractual control of goods and services ("Controlling") and to the execution of transactions concluded with MAREA d.o.o. ("the Company"), unless expressly defined otherwise in the concluded agreements on controlling. The Company carries out the Controlling activities as a neutral third party. The Company is not dependent on the client (in terms of financial and legal matters as well as ownership). It offers its services to all interested parties on equal terms. The Company carries out the Controlling in an objective and impartial manner.

• The Company may only carry out Controlling for the individual or the legal person that ordered it.

• The client is the only recipient of the Reports on completed control, testing and/or sampling ("the Report") unless otherwise stipulated by the order, namely, if a Client issues an irrevocable authorisation for the report to be delivered to third persons in accordance with the order instructions or with the nature of the goods and its trading practice.

• The Company carries out its Controlling activities professionally, in accordance with the Client's instructions and approved by the Company or - in case no such instructions exist - in accordance with standard procedures.

• Reports that include results of analyses of the gathered samples express the opinion of the Company on the result of the carried out sample analysis and do not express the opinion on the actual goods that were used as samples. 

• In cases when a Client gives specific instructions to the Company to be present while a third party carries out the activities, it is assumed that the responsibility of the Company shall be limited to the time the Company is present during activities of the third party, for which it issues a receipt.

• Reports issued by the Company include facts that have been recorded at the time of the control and within the scope of the received instructions or in accordance with Article 2a) of the Terms and Conditions. 

• The Company reserves the right to delegate part of Controlling assignments to a subcontractor based on proper authorisation issued by the Client detailing disclosure of all relevant information the subcontractor needs to carry out Controlling as intended by the instructions.

• Should the Company receive documentation from the Client, such as copies of sales agreements, letters of credit, loading lists, invoices, these copies are to be treated as sources of information and by no means constitute an expansion or limitation of either the controlling activities or the responsibilities of the Company.

• The Client agrees that by carrying out controlling activities the Company does not take on the role of the Client nor any other third party; the Company does not share, diminish, terminate, or take on any obligations the Client or any third party may have towards others and vice versa.

• All samples are stored for up to three months - depending on the nature of the goods - and are then returned to the Client or discarded, at the Company's discretion. After the storage period has elapsed all obligations related to storage expire.     

      The Client undertakes to cover the costs of storage periods longer than 3 months and for return and disposal of

       hazardous materials.

3) Obligations of the Client

      The Client undertakes to:

• Promptly provide sufficient information, instructions and documentation and submit them together with the order in advance (48h before controlling is to start) to guarantee the execution of controlling.

• Procure all the necessary authorisations the controllers need to access the business premises and to eliminate any obstacles or interruptions obstructing the controlling activities.

• Provide specialised equipment and staff to ensure smooth execution of controlling, if required.

• To make all the necessary arrangements in terms of work safety and protection.

• Inform the Company in advance of any dangers, known or potential, related to execution of controlling activities, including actual or potential risks of radiation, explosion, poisoning, infection and/or pollution of the environment.

• Exercise all its rights and alleviate all obligations stemming from sales or other relevant agreements with third parties or stemming from the law.

4) Price of Controlling and Methods of Payment

• In case prices are not agreed between the Client and the Company at the time of the order, prices from the official Company's pricelist (which is subject to changes) apply. All additional legally prescribed dues shall be borne by the Client.

• Unless a shorter payment period is specified on the invoice, the Client undertakes to pay the invoice within 30 days of its date of issue or by the due date if one is specified on the invoice. All overdue duties are subject to an interest rate as per Slovenian law per month from the day they fall due to the day of their payment. 

• The Client has no right to withhold or delay payment of overdue fees due to disputes or opposing claims, nor settle its alleged claims towards the Company.

• The Company may opt to use legal means to acquire overdue unpaid fees.

• The Client bears the resulting legal and other costs related to payment of overdue fees.

• In the event of unforeseen problems or costs resulting from controlling activities, the Company undertakes to inform the Client and is entitled to charge additional fees and other necessary expenses incurred through controlling.

• Should the Company be unable to perform the controlling services in full or in part due to reasons outside the jurisdiction of the Company, including due to the Client's failure to meet the obligations listed under Item 3 above it shall be deemed the Client is obligated to settle the following:

-costs incurred by the Company that have not yet been reimbursed and

-a portion of the fee in case of partially completed controlling.

5) Termination or Suspension of Controlling

      The Company is entitled to terminate or suspend its controlling activities immediately and without further

      obligation, if:

• The Client fails to meet the assumed obligations or on the 10th day following written notification, should the Client's continually fail to comply.

• The Client fail to settle its obligations, files for bankruptcy, is excessively indebted, is subject to compulsory settlement and/or ceases business operations.

6) Liability and Indemnities

• Liability Limit

i.The Company makes no assurance, provides no guarantee and  rejects any such liability claims. Clients who require such protection against losses should make arrangements for a suitable type of insurance.

ii.The Reports are issued based on instructions and documentation received from the Client or someone on their behalf and strictly to their benefit. The Client assumes responsibility for proper use of the Reports. The Company and its subcontractors cannot be held responsible by the Client or any third persons for measures that may or may not have been taken by third parties on the basis of a Report, nor for inaccurate results that have been obtained through application of incorrect or false information.

iii.The Company cannot be held responsible for delays, partial or incomplete execution of controlling that resulted from events outside Company's control including Client's failure to meet the agreed obligations.

iv.Should the Company's liability be established through proven loss, damages or incurred costs, the liability shall not exceed in value ten times the total amount in fees for controlling services, which forms the basis for the claim or 10,000 EUR, converted into the currency of the fee, whichever amount is lower.

v.In case of damage the Client must notify the Company in written form within 30 days of discovery of alleged facts related to damages. The Company shall not bear any responsibility for any damages, loss or costs incurred, unless legal action is brought against it within one year of:

i.the date of controlling, which forms the basis for the claim or.

ii.the date at which controlling would have been completed in cases of its alleged incompleteness.

• Indemnities:

The Client guarantees to prevent or compensate the Company as well as its employees and subcontractors for damages and claims submitted by third parties for actual or potential losses, damages and costs including legal costs related to execution, assumed execution or failure to execute controlling activities.

7) Miscellaneous

• If any of the provisions of the Terms & Conditions are found to be invalid they shall not affect the validity of other provisions of the  Terms & Conditions.

• The Client shall make no attempt during execution of controlling and up to a year following its completion to propose, encourage or make propositions to controllers with the intent to have them terminate their employment with the Company.

• The use of the copyrighted company logo for advertising purposes is allowed while the agreement on controlling remains in force.

8) Applicable Law, Jurisdiction and Dispute Resolution

      All disputes arising from controlling activities shall be settled amicably or, if such resolution cannot be reached:

• under Slovenian laws, at a competent court in the town where the Company's head office is located, if the Client and Company are both Slovenian legal persons; or under laws of the country where the head office of both the Client and the Company is located.

• under Slovenian laws, at a competent court in the town where the Company's head office is located, if the Client's head office is in another country

9) Language

The Terms & Conditions are written in the Slovenian language, but may also be translated into other languages. In case of legal inconsistencies Slovenian law shall prevail.

Koper, 6 February 2009