1.1. Purpose and scope of application

These General Purchasing Terms and Conditions (hereinafter: the Terms) set out the basic terms of business cooperation between OMEGA AIR d.o.o. Ljubljana (hereinafter: the Buyer) and all its suppliers of goods and services (hereinafter: the Supplier).

The Terms apply to all forms of purchasing transactions, including sales, subcontracting, service, lease and other contracts, unless otherwise agreed in a special written agreement.

For the purpose of ensuring high-quality, safe and compliant deliveries and long-term reliable cooperation, the Terms apply as a mandatory part of every contract or order issued by the Buyer to the Supplier.

1.2. Fundamental principles of cooperation

The Supplier undertakes to comply with the quality standards applied by the Buyer in its business operations, including ISO 9001, ISO 14001 and ISO 45001.

1.3. Validity and incorporation of the Terms into contracts

The Terms apply as an integral part of all legal transactions concluded by the Buyer with the Supplier.

Each order issued by the Buyer expressly states that these General Purchasing Terms and Conditions apply to it and that they are publicly available on the website www.omega-air.si.

By confirming an order or performing a delivery, the Supplier is deemed to have read, understood and fully accepted the content of the Terms.

1.4. Relationship between the contract, the order and the Terms

In the event of any inconsistency between individual documents governing the mutual relationship, the following order of precedence shall apply:

- the provisions of the Buyer's purchase order,

- the provisions of any written contract,

- the provisions of these General Purchasing Terms and Conditions.

The Supplier's general or special terms shall apply only if expressly confirmed in writing by the Buyer. Otherwise, they shall be deemed invalid and excluded.

1.5. Availability and notification

The Buyer ensures public publication of the valid version of these Terms on its website. The Supplier is obliged, before concluding each new transaction, to verify the currently valid version of the Terms and to monitor any amendments thereto.

The Supplier is deemed to have been notified of amendments on the day of their publication.

1.6. Connection with the OMEGA AIR quality system

These Terms form part of the Buyer's internal quality management system in accordance with the requirements of ISO 9001. They are intended to:

- ensure traceability of purchasing processes,

- reduce risks in the supply chain,

- and ensure continuous compliance with EU legislation.

The Buyer reserves the right to regularly verify the implementation of the Terms at its suppliers and to carry out audits within the quality system.

1.7. Entry into force and duration

The Terms enter into force on the day of their publication on the Buyer's website and remain valid until revoked or replaced by a new version.

The Buyer may amend or supplement the Terms at any time, and the Supplier undertakes to comply with the current version in each new transaction.

2.1. Form and validity of orders

All orders, contracts and amendments to orders between the Buyer and the Supplier must be concluded in written or electronic form. Oral orders or agreements have no legal effect unless subsequently confirmed by the Buyer in writing.

Written form also includes electronic orders sent by e-mail or through official business systems that enable traceability and proof of sending and receipt.

Each order issued by the Buyer must contain at least the following information:

- the name and registered office of the Supplier,

- the order number and date,

- the specification and quantity of the ordered goods or services,

- the agreed price and currency,

- the agreed delivery deadline and place of delivery,

- payment terms,

- the name and contact person of the Buyer,

- and a reference to any quotation or contract.

If the order does not contain all of the above elements, the Supplier must immediately notify the Buyer in writing and request completion before proceeding with the execution of the order.

2.2. Order confirmation

The Supplier is obliged to confirm each order no later than three (3) business days after receipt of the order.

If the Supplier does not provide confirmation within the stated period, the order shall be deemed accepted in full and without reservations.

Any amendment to the order after confirmation, including a change in price, deadline, quantity or technical requirements, is valid only if confirmed in writing by the Buyer. Oral or unilateral amendments have no legal effect.

2.3. Quotations and pre-contractual procedures

Quotations submitted by the Supplier to the Buyer must be clear, complete and unambiguous with regard to price, delivery time, quality and technical specifications.

Unless otherwise specified, the quotation must remain valid for at least 30 days from the date of receipt.

The Buyer reserves the right to accept, reject or amend a quotation without any obligation towards the Supplier until an order has been issued in writing.

2.4. Changes to and cancellations of orders

The Buyer may change, postpone or cancel an order before the start of execution if it notifies the Supplier thereof in writing.

If the goods are already in the production phase, the Buyer may request an appropriate adjustment of the terms, for example partial execution or a change of the deadline.

The Supplier undertakes to immediately inform the Buyer of any reason preventing it from fulfilling the order and to state a possible alternative deadline or solution.

If the Supplier fails to notify the Buyer of difficulties in the execution of the order, it shall be liable for all costs incurred due to delay or non-performance.

2.5. Cancellation of an order by the Supplier

The Supplier may not cancel or amend a confirmed order without the Buyer's written consent.

If the Supplier cancels an order without justified reason, the Buyer reserves the right to claim compensation for the damage caused, including all costs related to obtaining replacement goods or services from another supplier.

2.6. Documentation and order tracking

All documents relating to an individual order, including the purchase order, confirmations, delivery notes, invoices and quality certificates, must be clearly marked by the Supplier with the Buyer's order reference number.

Incomplete or incorrect documentation may result in rejection of the delivery and withholding of payment until the non-conformities have been remedied.

The Buyer may use an electronic order tracking system to which the Supplier may have access for viewing the status of orders, deadlines and received confirmations.

2.7. Notification and communication

All communication relating to orders must be conducted through the authorised persons of both parties.

The Supplier must immediately inform the Buyer of any event or change that could affect the execution of the order, such as supply-chain disruptions, delays, technical issues or changes in specifications.

The Buyer has the right to request additional explanations or documentation whenever there is doubt regarding the conformity of an order.

2.8. Contractual obligations and transparency

By accepting an order, a binding contract is deemed to have been concluded between the Buyer and the Supplier, including all provisions of these Terms.

The Supplier must act transparently and in good faith, inform the Buyer of all circumstances that could affect the quality or delivery deadline, and cooperate in the joint resolution of any deviations.

3.1. General delivery provisions

Delivery of goods or performance of services represents a key phase in the fulfilment of the Supplier's obligations. The Supplier undertakes to deliver the goods or perform the services in the agreed quantity, quality, time and place, in accordance with the Buyer's order and these Terms.

Delivery is deemed completed only when the goods have been:

- properly delivered to the address stated in the order,

- appropriately packaged and protected,

- marked in accordance with the Buyer's requirements,

- and accompanied by all required documents, such as delivery note, certificates, instructions, warranty certificates, etc.

3.2. Delivery deadlines

The delivery deadline is an essential element of each order. The Supplier must deliver the goods exactly on the agreed date and in accordance with the logistics plan confirmed by the Buyer.

If there is a risk that the Supplier will not be able to meet the deadline, it must immediately notify the Buyer in writing, stating the reasons and the expected new deadline.

Such notification does not release the Supplier from liability for delay.

In the event of delay, the Buyer may, at its own discretion, keep the order in force or withdraw from it in whole or in part and claim a contractual penalty and compensation for the damage incurred.

3.3. Partial and early deliveries

Partial or early deliveries are permitted only if the Buyer has given its written consent.

If goods arrive early, the Buyer is not obliged to accept or pay for the delivery before the agreed date, nor is it obliged to bear storage, insurance or other costs related to early delivery.

If the Buyer accepts a partial delivery, the contract shall be deemed to remain in force and the Supplier shall remain obliged to deliver the remaining quantity on time.

3.4. Delivery to an incorrect address or incomplete delivery

If the Supplier delivers goods to an incorrect address, in an incorrect quantity or with missing documentation, the delivery shall be deemed not to have been performed.

The Buyer may reject such shipment without losing the right to claim reimbursement of costs incurred due to the incorrect delivery, including the costs of return, repeated transport or customs duties.

3.5. Packaging, marking and environmental protection

The Supplier must ensure that the goods are packaged so that no damage, contamination or loss of quality occurs during transport and storage.

Packaging must be suitable for the type of goods and environmental requirements, in accordance with the legislation of the Republic of Slovenia and the EU, including Directive 94/62/EC on packaging and packaging waste.

Each shipment must be clearly marked with:

- the Supplier's name,

- the Buyer's order number,

- the item identification code, if any,

- quantity and weight,

- handling warnings, if the goods are sensitive or dangerous.

3.6. Delivery documentation

Each delivery must include the following documentation:

- a delivery note with the order number, date, quantity and description of the goods,

- quality or conformity certificates, if required,

- instructions for use and safety data sheets, where necessary,

- transport documentation, such as CMR, dispatch note or customs declaration.

If the documentation is not attached or is incomplete, the delivery shall be deemed not completed and the Buyer may withhold payment until complete documentation has been received.

3.7. Transfer of ownership and risk

Ownership of the goods and the risk of loss or damage pass from the Supplier to the Buyer only upon formal acceptance without remarks.

If the Buyer has submitted a complaint or identified a non-conformity, ownership shall pass only after the identified defects have been remedied.

3.8. Contractual penalty and compensation

If the Supplier is late with delivery, it is obliged to pay the Buyer a contractual penalty of 0.5% of the order value for each commenced week of delay, but not more than 5% of the total order value, unless otherwise agreed in the contract.

In addition to the contractual penalty, the Buyer has the right to claim compensation for all damage if it exceeds the amount of the penalty, for example the costs of cover purchase, production downtime or delays to end customers.

3.9. Force majeure

The Supplier is not liable for delays caused by force majeure, such as natural disasters, war, epidemics or strikes, provided that:

- it immediately notifies the Buyer thereof in writing, no later than three (3) days after the event occurs.

If the force majeure circumstances last for more than 30 days, the Buyer has the right to withdraw from the order without any obligation towards the Supplier. In such case, both parties are obliged to return what they have received.

3.10. Obligation to notify supply-chain risks

The Supplier must immediately inform the Buyer of all circumstances that could endanger the continuity of supplies, such as difficulties in obtaining raw materials, strikes or insolvency of subcontractors.

In cooperation with the Buyer, the Supplier must prepare a risk mitigation plan or alternative solution, thereby ensuring supply-chain stability.

3.11. Responsibility for subcontractors and carriers

If the Supplier uses subcontractors or carriers for the execution of delivery, it remains fully responsible for their work.

The Supplier must ensure that all involved contractors comply with the same standards of quality, safety, environmental and legal compliance as required by the Buyer.

3.12. Confirmation of receipt and acceptance

Acceptance of goods by the Buyer does not automatically constitute confirmation of conformity. The Buyer reserves the right to identify defects or non-conformities during a later inspection and to submit complaints in accordance with Chapter 6 of these Terms.

Delivery is deemed completed only when the Buyer confirms acceptance without remarks and when all conditions under the contract and order have been fulfilled.

4.1. Principle of agreed and fixed price

Prices stated in the Buyer's order or in the concluded contract are fixed and unchangeable for the entire period of validity of the order, unless expressly agreed otherwise in the contract.

All stated prices shall be deemed DDP prices (Delivered Duty Paid) in accordance with Incoterms 2020, unless another delivery term is expressly stated in the order.

The price includes all costs necessary for the fulfilment of the order, including:

- packaging, marking and documentation,

- transport to the agreed address,

- insurance and customs procedures, where applicable,

- and all taxes and duties, except value added tax (VAT), which must be stated separately on the invoice.

4.2. Content of the quoted price

The Supplier must clearly specify in the quotation what the price includes and any additional costs not included in the basic price.

Unless the quotation or order provides otherwise, the price shall be deemed final and to include all costs of delivery of the goods and documentation.

Any subsequent price increase must be justified, explained and confirmed in writing by the Buyer before execution of the order.

Unilateral price changes or additional costs without the Buyer's prior consent are not permitted and will not be recognised.

4.3. Business currency and conversions

All payments are made in euros (EUR), unless the contract provides otherwise.

If a foreign currency is used, any currency conversions shall be made in accordance with the official exchange rate of the European Central Bank (ECB) on the date of invoice issue.

The Buyer does not accept any additional costs related to exchange rates, commissions or the Supplier's bank charges.

4.4. Issuing invoices

The Supplier may issue an invoice only after the delivery of goods or services has been performed and confirmed.

The invoice must comply with the requirements of Slovenian accounting standards and must mandatorily contain:

- the Buyer's order number and date,

- specification of the delivered goods or services,

- quantity, unit price and total value,

- delivery note number,

- date and place of delivery,

- and the name of the Buyer's contact person.

Invoices that do not contain complete or correct information shall be returned for completion, whereby the payment period shall start only on the date of receipt of a correctly issued invoice.

Invoices shall be sent:

- electronically to the official address: #EM#66686c626a66634767646f6c6d206f66623f617a#EM#, or

- in printed form to the company's registered office address, if so required by the order.

4.5. Payment deadline and method

Unless otherwise specified in the contract or order, the Buyer shall settle invoices within 60 days from the date of a correctly issued invoice.

Payments shall be made exclusively to the Supplier's bank account stated on the invoice.

The payment deadline may be extended if additional verification of documentation, quality of goods or remedying of defects is required, of which the Buyer shall notify the Supplier.

4.6. Discounts and bonuses

In the case of agreed commercial discounts, annual rebates or bonuses, these shall be calculated in accordance with the annual cooperation agreement.

If the contract or order specifies a discount for payment within a certain period, it shall be applied if payment is made within the agreed period and provided that all Supplier obligations have been fulfilled.

4.7. Late payment and interest

In the event of late payment, the Supplier has the right to statutory default interest under the applicable regulations of the Republic of Slovenia, but without the right to suspend deliveries, services or documentation.

4.8. Withholding of payment

The Buyer reserves the right to withhold payment:

- in the event of identified defects, non-conformities or incomplete documentation,

- until the Supplier remedies all identified deficiencies.

Withheld payment does not constitute default by the Buyer, but the exercise of contractual rights until the Supplier fulfils all obligations.

4.9. Set-off and assignment of receivables

The Buyer may set off its claims against the Supplier against any amount owed by the Buyer to the Supplier, regardless of the basis or maturity of the obligation.

The Supplier may not assign its receivables to third parties, pledge them or transfer them for collection without the Buyer's written consent. Any such transfers without the Buyer's consent shall be deemed invalid.

4.10. Transparency and traceability

In accordance with the OMEGA AIR quality system (ISO 9001), every financial document related to purchasing must be traceable and verifiable.

The Supplier undertakes to keep all documentation related to delivery and invoice issue for at least 10 years from the date of issue and, at the Buyer's request, submit it for inspection or provide a copy.

5.1. Quality assurance principles

The Supplier must ensure that all deliveries of goods and services are faultless, compliant with the order and technical documentation, and meet all the Buyer's requirements regarding quality, safety, usability and compliance with applicable legislation.

5.2. Compliance with legislation and standards

The Supplier must ensure that all delivered goods meet the following requirements:

- technical and safety standards of the Republic of Slovenia and the European Union,

- ISO 9001 quality standards, ISO 14001 environmental standards and ISO 45001 occupational health and safety standards,

- the provisions of REACH Regulation (EC No 1907/2006) and RoHS (2011/65/EU),

- and all other regulations governing materials, products, safety, the environment and human health.

With each delivery, the Supplier must attach appropriate conformity documentation where required and ensure that the products do not contain substances prohibited or restricted under EU regulations.

5.3. Certificates, reports and evidence

The Supplier is obliged to provide the Buyer with the following documentation whenever required by the order:

- a quality certificate for the delivered goods,

- a certificate for the materials used, such as a certificate for steel, aluminium, plastics, etc.,

- a report on completed measurements and tests,

- a measurement protocol with the results of 100% measurements of one piece and sample measurements on at least five pieces,

- and a certificate of performed treatments, such as heat, surface or chemical treatment.

The documentation must be enclosed with each shipment and also sent electronically to #EM#696f646c446a6b626f68276a657f207c79#EM#, stating the order reference in the subject line of the message ("For the PURCHASE Dept. - order no. ...").

5.4. Material compliance and origin of raw materials

The Supplier must ensure that the delivered goods:

- do not originate from areas where armed conflicts are taking place or where human rights violations occur,

- are not produced from materials from the so-called "black market" or of suspicious origin,

- and comply with international guidelines for responsible sourcing of raw materials (Conflict-Free Sourcing Initiative).

At least twice a year, in January and July, the Supplier must submit a report on the origin of 3TG materials (tantalum, tin, tungsten, gold) in accordance with the valid international template published on the website www.conflictfreesourcing.org.

5.5. Shelf life and storage conditions

For goods with a limited shelf life, the Supplier must ensure upon delivery that no more than one quarter of the total shelf life has expired.

All products must be properly protected and stored under conditions preventing damage, oxidation, contamination or degradation.

The Supplier must provide the Buyer with instructions for proper storage if this is important for maintaining product quality or safety.

5.6. Inspections, audits and supplier approval

The Buyer has the right, upon prior notice, to inspect or audit the Supplier's quality system at any time.

The audit may be carried out:

- at the Supplier's production premises,

- or at the location where the goods for OMEGA AIR are produced.

The Supplier must provide access to all relevant premises, procedures, records, delivery records and employees involved in the manufacturing process.

The audit results shall be documented, and the Supplier must remedy any non-conformities within a reasonable period.

5.7. Responsibility for quality and correction of defects

The Supplier is fully responsible for the quality of the delivered goods or performed services.

If defects, deficiencies or deviations from requirements are identified after delivery, the Supplier must, at its own expense, carry out:

- repair or replacement of the goods,

- collection and return of non-conforming products,

- and cover all related costs, including transport, handling, tests and repeated inspection.

If the Supplier does not remedy the defect within the agreed period, the Buyer has the right to make a cover purchase from another supplier and charge all additional costs to the Supplier.

6.1. Inspection procedures

Upon receipt of goods or services, the Buyer performs a basic inspection of quantity, packaging and visible damage. Inspection of quality and conformity with the order may be performed subsequently in accordance with the Buyer's internal procedures. Delivery shall be deemed finally accepted only after successful incoming inspection.

The Buyer has the right to inspect and verify delivered goods or services at any time within a reasonable period after delivery. Such inspection does not release the Supplier from liability for any defects, deficiencies or non-conformities.

6.2. Deadline for reporting non-conformities upon delivery

The Buyer must notify the Supplier of any identified non-conformities, defects or deviations from the order within 10 business days after discovering the defect or non-conformity, and no later than 30 days after delivery.

For hidden defects or non-conformities that could not be detected during a normal inspection, the Buyer shall notify the Supplier immediately after discovery, and no later than 12 months after delivery.

6.3. Deadline for remedying defects and non-conforming deliveries

The Supplier is obliged to remedy or replace all reported defects, deficiencies or non-conforming deliveries within 10 business days of receipt of the Buyer's written notice, unless the parties agree otherwise in writing.

If the Supplier fails to remedy the defect within the stated period, the Buyer has the right to:

- remedy the non-conformity at the Supplier's expense,

- request replacement delivery of faultless goods,

- withdraw from the contract and claim damages.

6.4. Buyer's rights in the event of non-conformity

If the delivered goods do not meet the requirements of the order or technical specifications, the Buyer has the right, at its own discretion, to:

- request repair or replacement delivery,

- request a reduction of the purchase price,

- withdraw from the contract and request reimbursement of the purchase price,

- withhold payment until the defect has been fully remedied.

In any case, the Buyer also has the right to compensation for damage incurred due to the delivery of non-conforming goods.

All costs arising from non-conformity or replacement delivery, including transport, dismantling, installation, testing and inspection, shall be borne by the Supplier.

7.1. General provisions

The Supplier warrants that all delivered goods or performed services are:

- free from defects in material, design or workmanship,

- compliant with all technical specifications, standards and requirements stated in the order or contract,

- in accordance with applicable regulations of the European Union and the Republic of Slovenia, including legislation on safety, the environment and occupational health and safety.

The Supplier's warranty also includes compliance with agreed quality standards, such as ISO 9001, ISO 14001, RoHS, REACH or others specified by the Buyer.

7.2. Warranty of faultlessness

The Supplier warrants faultless operation and quality of the goods or services for a period of at least 12 months from the start of use or 18 months from delivery, whichever occurs first, unless a longer period is specified in the contract or order.

If the Buyer identifies a defect or non-conformity during the warranty period, it must notify the Supplier thereof in writing without undue delay. The Supplier is obliged to remedy the defect or replace the goods with new goods within 10 business days of receipt of the Buyer's notice, unless the parties agree otherwise in writing.

For repaired or replacement goods, the warranty period shall start anew from the date of renewed delivery or remedying of the defect.

7.3. Contractual guarantee

Notwithstanding the statutory warranty, the Supplier undertakes that the delivered goods shall function in accordance with their intended purpose and specifications for at least 24 months from delivery, unless the contract provides for a longer period.

If the Buyer identifies a defect or malfunction during the guarantee period, the Supplier must:

- remedy the defect or replace the goods with a new, faultless product,

- ensure that all costs of transport, labour, replacement and renewed delivery are borne by the Supplier.

7.4. Liability for defects

If the Supplier fails to fulfil its obligations under this chapter within the specified period, the Buyer has the right to:

- request a reduction of the purchase price,

- withdraw from the contract in whole or in part and request proportional reimbursement of the purchase price,

- remedy the defect at the Supplier's expense,

- withhold payment until the defect has been remedied,

- request reimbursement of all costs and damage incurred due to the defect or non-conformity.

7.5. Exclusions

The warranty and guarantee do not apply to defects resulting from:

- improper handling by the Buyer contrary to the Supplier's instructions,

- mechanical damage not caused by a production defect,

- interventions or repairs performed without the Supplier's consent.

The Supplier may not invoke exclusions if the defect arises from deficient material, workmanship, design or inadequate quality control.

7.6. Link with the complaints procedure

Warranty and guarantee claims shall be handled in accordance with the provisions of Chapter 6, Acceptance and complaints. The deadline for remedying defects or non-conformities also applies to the remedying of defects identified during the guarantee period.

8.1. General principle of liability

The Supplier is fully responsible for the quality, safety and faultlessness of the goods or services delivered to the Buyer. The Supplier bears all liability for damage incurred by the Buyer, its employees, end users or third parties due to defects, non-conformities or improper use of the goods, if the cause lies in the production, materials, design, instructions or performance by the Supplier.

8.2. Product liability

The Supplier is liable for all damage incurred by the Buyer or third parties due to a product defect.

The Supplier warrants that all its products are safe for their intended use and meet all requirements concerning safety, quality, marking and traceability.

8.3. Compensation for damage

If damage occurs due to a defect in goods or services, the Supplier is obliged to:

- compensate the Buyer for all direct and indirect damage, including the costs of repair, replacement, product recall and destruction of non-conforming goods,

- cover all costs incurred by the Buyer due to third-party claims, including damage claims, penalties and legal costs,

- cooperate with the Buyer in all recall, replacement or customer notification procedures.

8.4. General and product liability insurance

The Supplier must maintain valid general and product liability insurance with a recognised insurance company, with an appropriate level of coverage in accordance with the scope of risks associated with its products.

- The insurance must cover damage due to bodily injuries, material damage and damage arising from the use or defect of a product.

- At the Buyer's request, the Supplier must submit a certificate of valid insurance, including the period, insured amount and scope of coverage.

8.5. Liability for subcontractors and suppliers

The Supplier is also liable for all defects, deficiencies or damage caused by its subcontractors or suppliers. The Supplier must ensure that all its contractual partners comply with the same requirements regarding product and compensation liability.

9.1. Principle of sustainable business

The Supplier undertakes to observe the principles of sustainable development, environmental protection and responsible use of resources in its business operations and delivery of goods. Its business operations must comply with the goals of the Buyer's sustainability policy and international standards, especially ISO 9001 and ISO 14001.

9.2. Compliance with environmental legislation

The Supplier must ensure compliance of all deliveries, materials and processes with the applicable environmental regulations of the Republic of Slovenia and the European Union, including:

- Regulation (EC) No 1907/2006 (REACH) - registration, evaluation and restriction of chemicals,

- Directive 2011/65/EU (RoHS) - restriction of the use of hazardous substances in electrical and electronic equipment,

- Directive 2008/98/EC on waste and promotion of the circular economy,

- and other relevant regulations in the field of environmental protection, waste and sustainable materials.

9.3. Use of hazardous substances

The Supplier may not use, incorporate or deliver materials containing hazardous substances unless expressly approved by the Buyer.

In the event of the use of special chemicals or hazardous components, the Supplier must provide:

- safety data sheets (MSDS),

- a statement of compliance with REACH and RoHS regulations,

- and appropriate certification evidence.

9.4. Responsible handling of materials and packaging

The Supplier must ensure that packaging and transport equipment:

- enable recycling or reuse,

- do not contain hazardous substances or materials,

- meet safety and environmental protection requirements.

At the Buyer's request, the Supplier must provide information on the type and quantity of packaging used and the method of handling it after delivery.

9.5. Energy efficiency and emissions

The Supplier must strive to reduce energy and water consumption and CO₂ emissions in production processes.

The Supplier must provide the Buyer with access to its environmental indicators if these are essential for assessing the impact of the supply chain.

9.6. Responsibility in the supply chain

The Supplier must ensure that its subcontractors and suppliers also operate in accordance with the principles of sustainable business, comply with environmental regulations and do not use materials from areas with human rights violations or trade restrictions under UN or EU sanctions.

9.7. Communication and cooperation in sustainability goals

At the Buyer's request, the Supplier is obliged to cooperate in the assessment of sustainability practices, reporting on environmental impacts and implementation of improvements whenever necessary to achieve OMEGA AIR's sustainability goals.

10.1. Buyer's property

All materials, tools, devices, moulds, technical drawings, documentation, software, models, samples and other technical information provided by the Buyer to the Supplier for the purpose of executing an order or contract remain the exclusive property of the Buyer.

The Supplier may use them solely for the purpose of fulfilling contractual obligations towards the Buyer and may not use, disclose or transfer them to third parties without the Buyer's express written consent.

10.2. Marking and protection of the Buyer's property

The Supplier must ensure that all materials, tools and documentation of the Buyer are:

- clearly marked as the property of OMEGA AIR,

- stored separately from its own property and the property of third parties,

- properly protected against loss, damage, destruction or unauthorised access.

In the event of loss, damage or unauthorised use, the Supplier is obliged to immediately inform the Buyer and compensate all resulting damage.

10.3. Use and maintenance

The Supplier must use the Buyer's tools and equipment carefully and in accordance with instructions.

In the event of wear, damage or the need for repair, it must inform the Buyer and obtain its consent for the necessary interventions.

Maintenance costs arising from negligence, improper use or inadequate storage shall be borne by the Supplier.

10.4. Return and destruction

Upon completion of the contractual relationship or at the Buyer's request, the Supplier must:

- return all material, tools and documentation in faultless condition,

- or destroy them in an appropriate manner according to the Buyer's instructions, in which case it must provide written confirmation thereof.

The Supplier has no right to retain the Buyer's property due to any outstanding financial or other claims.

10.5. Intellectual property

All technical improvements, modifications, plans, models or documents created by the Supplier during the execution of an order or contract become the property of the Buyer at the moment of their creation, regardless of who physically created them.

The Supplier hereby fully and irrevocably transfers to the Buyer all copyrights and other intellectual property rights, including the right of use, modification, reproduction and commercial use.

10.6. Confidentiality of technical documentation

The Supplier undertakes to treat all documentation received from the Buyer, including technical drawings, specifications and procedures, as confidential information in accordance with the provisions of Chapter 11 of these Terms.

Without the Buyer's written consent, the Supplier may not make or use copies, except where this is strictly necessary for the execution of the order.

10.7. Software and digital tools

If the Buyer provides the Supplier with access to software, databases or digital tools, the Supplier must:

- use these resources exclusively for the purpose of contractual cooperation,

- ensure data and access security,

- comply with regulations on the protection of personal and business data,

- immediately cease use and delete all copies upon termination of cooperation, unless otherwise agreed in writing.

11.1. Protection of business secrets

The Supplier undertakes to treat all information, documents and data received from the Buyer in connection with business cooperation as business secrets.

This applies regardless of whether the information was provided in written, electronic or oral form.

The Supplier undertakes that it shall:

- not disclose such information to third parties without the Buyer's prior written consent,

- use it exclusively for the execution of the specific order or contract,

- adequately protect it against access by unauthorised persons, loss or misuse.

11.2. Duration of confidentiality obligation

The obligation to protect business secrets applies throughout the duration of the contractual relationship and for at least five (5) years after its termination, regardless of the reason for termination of cooperation.

If longer periods are specified in the contract or a special agreement, the longer period shall apply.

11.3. Security of information systems

If the Supplier uses information systems in the performance of the contract, it must ensure their protection in accordance with best practices of information security, such as ISO 27001.

The Supplier is obliged to:

- ensure control of access to data and systems,

- prevent unauthorised copying or transfer of data,

- use secure communication channels when sending or receiving documents from the Buyer,

- immediately inform the Buyer of any security incident.

11.4. Protection of personal data (GDPR)

If the Supplier processes personal data on behalf of the Buyer in the performance of the contract, it must act in accordance with Regulation (EU) 2016/679 (GDPR) and the applicable Personal Data Protection Act (ZVOP-2).

In such case, the Supplier shall be deemed a processor of personal data and is obliged to:

- process personal data exclusively according to the Buyer's instructions,

- ensure appropriate technical and organisational measures for their protection,

- allow the Buyer to inspect processing procedures whenever necessary to verify compliance,

- permanently delete or return all personal data to the Buyer after termination of the contract.

11.5. Confidentiality of communication and documentation

All communications, quotations, drawings, specifications, contracts, plans, technical descriptions or other business documents provided by the Buyer to the Supplier are the property of the Buyer and may not be copied, reproduced or forwarded to third parties without the Buyer's written consent.

The Supplier may not publicly publish information on business cooperation with the Buyer, for example on websites, in references or in media publications, without the Buyer's prior written approval.

11.6. Return or destruction of confidential information

Upon termination of the contractual relationship or at the Buyer's request, the Supplier must:

- immediately return all documents, data carriers, copies or samples,

- or destroy them in a secure and verifiable manner,

- and provide the Buyer with written confirmation thereof.

11.7. Consequences of breach of confidentiality

Any breach of the provisions of this chapter shall be deemed a material breach of contract and gives the Buyer the right to:

- immediate termination of the contract,

- a claim for compensation for the damage incurred,

- and the exercise of other rights arising from law or the contract.

12.1. Obligation to notify discontinuation of production

The Supplier must notify the Buyer in a timely manner of any intended change, limitation or discontinuation of production of products supplied to the Buyer.

The notification must be sent at least six (6) months before discontinuation of production so that the Buyer can ensure alternative sources of supply or adjust its own production processes in good time.

The notification must contain:

- an exact list of products to be discontinued,

- the expected date of discontinuation of production,

- the possibility of a final order, the so-called "last buy",

- and proposed replacement products, if any.

12.2. Provision of spare parts

The Supplier undertakes to ensure the availability of spare parts for all products delivered to the Buyer for at least ten (10) years after discontinuation of regular production.

Spare parts must be of the same quality, functionality and compatibility as the original parts, unless the Buyer approves a different solution in writing.

12.3. Transitional solutions and support

If the Supplier cannot ensure the availability of spare parts for the required period, it must:

- offer the Buyer technically equivalent replacements,

- ensure the transfer of technology, tools or documentation that enables further production of parts by another supplier,

- or cooperate with a new supplier appointed by the Buyer to ensure uninterrupted supply.

12.4. Archiving of documentation

The Supplier must keep technical documentation, certificates, drawings and records related to the products for at least ten (10) years after the last delivery.

At the Buyer's request, the Supplier must provide these documents in electronic or printed form within ten (10) business days.

12.5. Changes in product design

If the Supplier intends to change the design, materials or production process of a product, it must notify the Buyer thereof in advance in writing and obtain its approval.

Changes are not permitted without the Buyer's written consent.

12.6. Responsibility for ensuring continuity of supply

During the validity of the contract and in the transitional period after any discontinuation of production, the Supplier is responsible for ensuring uninterrupted supply of the Buyer with products and spare parts.

If an interruption of delivery occurs without timely notice, the Supplier is obliged to compensate all damage incurred by the Buyer due to disruptions in production, delivery deadlines or obligations towards third parties.

13.1. Prohibition of transfer of rights without the Buyer's consent

Without the Buyer's express written consent, the Supplier may not transfer or assign its contractual rights, obligations or receivables arising from a contract or order to any third party.

Any attempted transfer without the Buyer's consent shall be deemed null and void and without legal effect.

13.2. Use of subcontractors

The Supplier may cooperate with subcontractors in the performance of contractual obligations only if this has been expressly approved by the Buyer.

In the event of cooperation with subcontractors, the Supplier must ensure that:

- the subcontractors are qualified and meet all technical, quality and safety requirements,

- they are bound to comply with the same obligations that apply to the Supplier under these Terms,

- they have concluded appropriate confidentiality and compliance agreements, for example regarding REACH, RoHS and GDPR.

13.3. Responsibility for subcontractors

The Supplier is fully and without limitation responsible for the work, quality and performance of its subcontractors as if it had performed the work itself.

All defects, delays or non-conformities arising from the actions of subcontractors shall be deemed breaches of the Supplier's obligations.

13.4. Inspection and supervision of subcontractors

The Buyer has the right to request information on all subcontractors involved in the execution of an order and to inspect their capacities and compliance with the Buyer's requirements.

At the Buyer's request, the Supplier must enable access to the production premises, processes and documentation of its subcontractors whenever necessary to verify the quality or conformity of the delivery.

13.5. Responsibility for defects and non-conformities

If the Buyer finds that a subcontractor does not meet requirements regarding quality, safety or deadlines, it may require the Supplier to replace the subcontractor or may select another contractor itself, whereby all additional costs shall be borne by the Supplier.

13.6. Joint and several liability

If several subcontractors participate in the execution of the same order, the Supplier is jointly and severally liable for the entire scope of obligations towards the Buyer, regardless of the division of tasks within the subcontracting chain.

14.1. Principle of integrity and zero tolerance for corruption

The Buyer and the Supplier undertake to act honestly, transparently and in accordance with the principle of zero tolerance for corruption throughout the entire business relationship.

The Supplier may not directly or indirectly offer, promise or accept any benefit, including money, gifts, commissions, advantages, services or other forms of benefit, that could influence impartiality, decision-making or fair performance of the business relationship with the Buyer.

14.2. Compliance with legislation and ethical standards

The Supplier must comply with all applicable laws and regulations in the field of prevention of corruption, money laundering, fraud, conflicts of interest and competition law, including:

- the Criminal Code of the Republic of Slovenia (KZ-1),

- the Integrity and Prevention of Corruption Act (ZIntPK),

- Directive (EU) 2017/1371 on the fight against fraud,

- and Directive (EU) 2019/1937 on the protection of persons who report breaches, the so-called whistleblowing directive.

The Supplier must establish internal policies within its organisation to ensure compliance with the above regulations and must ensure that its employees and subcontractors act in accordance with OMEGA AIR's ethical standards.

14.3. Prohibition of unethical practices

The Supplier is prohibited from:

- offering or accepting any benefits that could influence the decision of the Buyer or its representatives,

- participating in price-fixing, cartel agreements or any form of restriction of competition,

- exploiting business relationships to obtain undue benefits for itself or third parties,

- providing false information, forged documentation or other misleading data.

14.4. Obligation to notify and cooperate

The Supplier must immediately notify the Buyer in writing if it detects or suspects any conduct that could constitute a breach of this clause.

In the event of such notification, the Supplier must:

- fully cooperate with the Buyer in the investigation,

- provide access to documentation and information,

- and take appropriate corrective measures to prevent recurrence of irregularities.

14.5. Sanctions and consequences of breaches

Any breach of the provisions of this chapter shall be deemed a material breach of contract.

In the event of an established breach, the Buyer has the right to:

- immediately terminate the contract with the Supplier without a notice period,

- withhold all payments until the circumstances have been clarified,

- claim a contractual penalty in the amount of 20% of the total contract value,

- and claim compensation for all damage if it exceeds the amount of the contractual penalty.

14.6. Compliance with international standards

The Supplier must operate in accordance with the principles of international standards and conventions, in particular:

- ISO 37001 - Anti-bribery management system,

- UN Global Compact,

- OECD guidelines for ethical business conduct in international trade.

14.7. Ethical culture and employee training

The Supplier must promote an ethical culture within its company and regularly train employees on rules of integrity, prevention of corruption and respect for human rights.

At the Buyer's request, the Supplier must provide evidence of such training or internal compliance procedures.

15.1. Ordinary termination of contract (without cause)

The Buyer has the right to terminate the contract or an individual order without stating a reason, with a notice period of 30 days, whereby it must notify the Supplier thereof in writing.

In the event of ordinary termination, the Supplier has no right to compensation or other claims, except to payment for goods already delivered or services already performed properly up to the date of termination of the contract, or to reimbursement of costs incurred in manufacturing the goods up to termination if the goods have not yet been delivered and if the Supplier was not already in delay with delivery on the date of termination.

15.2. Extraordinary termination of contract (with immediate effect)

The Buyer may terminate the contract with immediate effect, without a notice period and without liability for damages, if:

- the Supplier breaches material obligations under the contract or these Terms,

- it fails to remedy identified non-conformities or defects within a reasonable period,

- bankruptcy, compulsory settlement or liquidation proceedings are initiated against the Supplier,

- there is a change in ownership or control of the Supplier without the Buyer's consent,

- the Supplier breaches the anti-corruption clause (Chapter 14), confidentiality obligations (Chapter 11) or quality requirements (Chapter 5),

- or if the Buyer assesses, on the basis of objective circumstances, that the Supplier can no longer fulfil its contractual obligations.

15.3. Withdrawal from the contract by the Supplier

The Supplier may withdraw from the contract only if:

- the Buyer fails to fulfil its essential payment obligations within 30 days despite a written reminder,

- and if the Supplier has allowed the Buyer a reasonable additional period for fulfilment before withdrawal.

Withdrawal must be made in writing and must be reasoned.

15.4. Consequences of termination of contract

After termination or withdrawal from the contract, the Supplier must:

- immediately cease all activities related to the performance of the contract,

- return all documents, tools, materials and technical documentation of the Buyer in accordance with Chapter 10,

- and fulfil all obligations that became due up to the date of termination of the contract.

The Buyer has the right to:

- withhold an appropriate part of payment until all outstanding obligations have been fully settled,

- claim compensation for damage incurred due to breach or non-performance of the contract,

- and exercise all other rights provided by law or contract.

15.5. Termination of contract due to force majeure

If unforeseen events constituting force majeure occur, such as natural disasters, war, epidemic, government measures, etc., which temporarily make performance of the contract impossible, the obligations of the contracting parties shall be suspended for the duration of the force majeure.

The party invoking force majeure must:

- notify the other party thereof in writing no later than 5 days after the occurrence of the circumstances,

- provide evidence of the existence and duration of the force majeure,

- and immediately continue fulfilling its obligations after the circumstances cease.

If force majeure lasts for more than 90 days, each party has the right to terminate the contract without liability for damages.

15.6. Transitional provisions upon termination

Termination of the contract does not affect:

- the provisions on confidentiality, liability, warranty, guarantees and compensation claims,

- and other obligations which by their nature continue after termination of the contract.

16.1. Applicable law

These General Purchasing Terms and Conditions, as well as all contracts, orders or legal relationships arising therefrom, shall be interpreted and performed in accordance with the legislation of the Republic of Slovenia, whereby the application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.2. Amicable dispute resolution

The contracting parties shall endeavour to resolve all disputes, non-conformities or claims arising from or in connection with the contract amicably, through negotiations in good faith.

For this purpose, the parties undertake to make at least one attempt at amicable dispute resolution before initiating court proceedings, whereby one party must invite the other in writing to negotiations.

If no amicable solution is reached within 30 days after receipt of the invitation, each party has the right to initiate proceedings before the competent court.

16.3. Judicial dispute resolution

All disputes arising from these Terms or individual contracts shall fall under the exclusive jurisdiction of the court with subject-matter jurisdiction in Ljubljana, Republic of Slovenia.

Notwithstanding the foregoing, the Buyer has the right, at its own discretion, to initiate proceedings also:

- before the court having jurisdiction over the Supplier's registered office,

- or before an arbitration or other body if the parties agree thereto in writing.

16.4. Validity of electronic documents and evidence

All contracts, orders, notices and communications sent electronically, for example by e-mail, through an electronic ordering system or signed with a qualified electronic signature, shall be deemed valid and legally binding documents.

Electronic messages and digitally signed documents have the same evidentiary value as documents in physical form.

17.1. Invalidity of an individual provision

If any provision of these Terms proves to be invalid, unlawful or unenforceable, this shall not affect the validity of the other provisions, which shall remain fully in force.

17.2. Non-waiver of rights

If the Buyer does not exercise any of the rights belonging to it under these Terms or the contract, this does not constitute a waiver of that right nor does it affect the possibility of exercising it later.

17.3. Validity and publication

These General Purchasing Terms and Conditions enter into force on the day of publication on the website of OMEGA AIR d.o.o. Ljubljana: www.omega-air.si.

All suppliers are deemed to be informed of the content of the Terms from the day of publication onwards and to accept the Terms in full by executing an order.

The General Purchasing Terms and Conditions apply for an indefinite period until the publication of new terms replacing the valid ones.

The Supplier is obliged to regularly monitor amendments to and validity of the Terms on the Buyer's website.

17.4. Effective date

These General Purchasing Terms and Conditions were adopted on 15 October 2025 and enter into force on the day of publication on the website of OMEGA AIR d.o.o. Ljubljana.

Cesta Dolomitskega odreda 10, 1000 Ljubljana, Slovenia

Registration Number: 5503795000

The company is registered with the District Court in Ljubljana under No. 11281900

Date of entry into the register: 26 July 1991

Registered share capital: 834,585.01 EUR