Terms and conditions

In these general Terms and Conditions the following definitions are used:
"Online shop" - Mitsuefu Europe d.o.o. (Mitsuefu), registered at the District Court of Ljubljana, Slovenia with the registration number 2017/25820.
"Customer" - the potential customer of goods and/or services of Mitsuefu Europe d.o.o.

1. General

1.1. These terms and conditions of Mitsuefu apply to all legal relationships between Mitsuefu and its counterparty (Customer), including all quotations, orders, proforma invoices and order confirmations.

1.2. Deviation from these Terms and Conditions can only be agreed in individual cases and only in writing.

1.3. If a provision in these Terms and Conditions cannot be invoked due to violation of any legal provision, that provision shall have as much corresponding meaning as possible, so that it can be invoked; the other provisions of these Terms and Conditions shall remain in full force and effect.

1.4. The applicability of the Customer's General Terms and Conditions, by whatever name, is hereby expressly rejected.

2. Agreement

2.1. Every offer made by Mitsuefu is without obligation and does not bind Mitsuefu, unless expressly agreed otherwise in writing.

2.2. An agreement between Mitsuefu and the Customer is concluded by the Customer accepting Mitsuefu's proforma invoice by payment thereof.

2.3. The goods to be delivered by Mitsuefu on the basis of the proforma invoice, as described by number, type designation in the proforma invoice, are referred to in these General Terms and Conditions as "Goods".

2.4. The proforma invoice together with these Terms and Conditions constitutes the complete agreement between the parties ("Agreement").

2.5. Additions or amendments to the Agreement, including the applicable Terms and Conditions, shall only apply if and insofar as they have been agreed between the parties and recorded in writing.

2.6. For deliveries carried out by Mitsuefu, for which no proforma invoice has been sent, the invoice is considered to be an order confirmation. For such deliveries, the invoice shall be deemed to reflect the agreement correctly and completely.

3. Prices for goods and services

3.1. All prices are in Euros and are set out in the proforma invoice, excluding sales tax and other government charges.

3.2. Transport costs and government costs are for the account of the Customer.

3.3. Mitsuefu has the right to pass on all price-increasing factors to the Customer that may arise as a direct or indirect result of, but are not limited to:

increase of cost prices, (factory) prices of suppliers, and rates for materials;
increase in labor costs, social security charges, and taxes;
increase in transport costs;
change in exchange rates if other than in euros.

3.4. Mitsuefu will inform the Customer of any price increase in writing as soon as possible. If the Customer does not respond in writing within three business days of this notification, the Customer tacitly agrees to the price increase.

4. Payments

4.1. Unless a different payment term has been agreed upon in writing, the Customer must pay for the Goods exclusively with Mitsuefu's proforma invoices or quotations in advance and in Euros.

4.2. Mitsuefu is entitled, in the event of another payment term, including during the execution of the Agreement, to require the Customer to make an advance payment or provide security in any other way in connection with the Agreement.

4.3. The Customer is not entitled to deduct any amount from the invoice amount or to set off the invoice amount against any counterclaim they may have against Mitsuefu.

5. Transfer of ownership

5.1. The ownership of the Goods, notwithstanding the actual delivery, will not pass to the Customer until they have paid in full all that they owe Mitsuefu under the Agreement concluded between Mitsuefu and the Customer or any other Agreement.

5.2. If and as long as Mitsuefu is the owner of the Goods, the Customer is not entitled to pledge or otherwise encumber them.

5.3. Without prejudice to the above provisions of this article, the Customer is permitted to sell the Goods to third parties, but only in the context of their normal business operations.

5.4. Mitsuefu is entitled to unimpeded access to its proprietary Goods. The Customer will cooperate fully with Mitsuefu to enable Mitsuefu to exercise the retention of the title referred to in paragraph 1 by taking back the Goods.

5.5. If and as long as Mitsuefu is the owner of the Goods, the Customer will immediately inform Mitsuefu if the Goods are (or threaten to be) seized or if third parties otherwise claim (any part of) the Goods. The Customer must also inform the third party of Mitsuefu's (property) rights.

6. Force majeure

6.1. Force majeure on the part of Mitsuefu is in any case understood to mean any circumstance beyond Mitsuefu's control–even if foreseeable at the time the Agreement was concluded–that permanently or temporarily prevents the performance of the Agreement, as well as, insofar as not already included therein:

war, the threat of war, terrorist attacks, civil war, and insurrection;
strike, worker exclusion, transport difficulties, material shortages, fire, and other serious operational disturbances;
measures taken by the government;
problems with energy supply;
import, export, and production bans;
shortcomings of the companies, institutions, persons, and/or objects engaged by Mitsuefu for the performance of the Agreement.

6.2. If Mitsuefu is prevented by force majeure from fulfilling its obligations towards the Customer within the delivery term, the delivery term will be extended by the duration that Mitsuefu is directly or indirectly prevented from fulfilling its obligations due to force majeure.

6.3. Mitsuefu will inform the Customer as soon as possible of any force majeure situation.

6.4. If Mitsuefu has already partially fulfilled its obligations when force majeure occurs or can only partially fulfill its obligations, Mitsuefu is entitled to invoice the delivered or deliverable part separately, and the Customer is obliged to pay this invoice.

7. Applicable law

7.1. The proforma invoices, these Terms and Conditions, the Agreement, and the resulting legal relationship between Mitsuefu and the Customer are governed exclusively by Slovenian law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

7.2. All disputes that may arise in connection with the Agreement and the resulting legal relationship between Mitsuefu and the Customer must first be submitted to the Court of Ljubljana (Slovenia).