General terms and conditions
GENERAL TERMS AND CONDITIONS
Terms of use of the website and online sales
I. INTRODUCTORY PROVISIONS
1. Subject matter
These General Terms and Conditions (hereinafter: "GTC") govern:
• the use of the websites www.tiprokeyboardshop.si, www.tiprokeyboardshop.eu, www.tiprokeyboardshop.net and www.tiprokeyboardshop.com (together: the "website"), these GTC applying equally to all of those domains;
• the procedure for concluding a distance sales contract between the provider and the customer;
• rights and obligations of the parties in the online purchase of programmable keyboards and related components and accessories (hereinafter: "goods");
• the procedure for customisation and personalisation of goods (in particular keyboard imprinting and configuration adjustments);
• delivery, payment, warranties and the rights arising from defects;
• withdrawal from the contract and the handling of complaints and disputes.
2. The Provider
The provider of the goods is TIPRO, design, manufacture and marketing of computer terminals and peripherals, Ltd., Ljubljanska cesta 64, 1290 Grosuplje, Slovenia, registration No. 5448441000, VAT ID SI 44131488 (hereinafter: "the Provider" or "TIPRO"). Full details are set out in the Legal Imprint published on the website.
3. The Customer
The customer is any natural or legal person placing an order via the website (hereinafter: "the Customer"). The GTC distinguish between:
• consumers – natural persons not acting within the scope of their trade, business or profession (under Article 4(18) of the ZVPot-1);
• business customers (B2B) – legal entities, sole proprietors or natural persons purchasing goods for purposes of their trade, business or profession.
Provisions of these GTC that relate to consumer protection apply exclusively to consumers. The Slovenian Code of Obligations (OZ) and the specific B2B provisions of these GTC apply to B2B customers.
4. Acceptance and binding force of the GTC
IMPORTANT. The GTC are available to the Customer at all times on the website and may be saved electronically or printed. Before placing an order, the Customer must expressly confirm (by ticking the box "I agree to the General Terms and Conditions which I have read") that they are aware of these GTC and accept them.
Upon order confirmation, the Provider sends the Customer a summary of the order, including the text or a direct link to the version of the GTC in force at the time of placing the order, on a durable medium within the meaning of Article 4(38) of the ZVPot-1.
The Customer is deemed to be aware of and to accept the GTC no later than upon placing the order. The GTC form an integral part of the contract between the Provider and the Customer.
II. CONCLUSION OF CONTRACT
5. Presentation of goods
The presentation of goods on the website (images, descriptions, technical specifications, prices) is informative and does not constitute a binding offer within the meaning of Article 22 OZ, but an invitation to make an offer. The Provider strives for accuracy but is not liable for errors that are unintentional or result from technical errors.
The technical specifications and functionalities of the goods are prepared on the basis of the Provider’s technical documentation, production specifications and internal records. The Provider strives to keep all data accurate and up to date and may correct obvious errors, typing errors or technical inaccuracies in product descriptions before confirming the order.
6. Order procedure and moment of contract conclusion
The contract is concluded through the following steps:
1. The Customer selects goods and adds them to the basket; for customisable goods (in particular keyboard imprinting), the Customer uploads the required files and/or specifications and confirms the warranties under Article 11 of these GTC.
2. In the basket, the Customer verifies the specification, quantity and total price including VAT and delivery costs.
3. The Customer enters contact and delivery details and selects the payment and delivery method.
4. Before placing the order, the Customer expressly confirms awareness of these GTC, the Privacy Policy and the fact that the order entails an obligation to pay.
5. The Customer places the order by clicking the "Order with obligation to pay" button (or equivalent designation under Article 132(3) ZVPot-1).
6. The Provider immediately sends the Customer an automatic acknowledgment of receipt of the order.
7. The contract is concluded only when the Provider sends the Customer an express confirmation of acceptance of the order (order confirmation with delivery date). The automatic acknowledgment of receipt referred to in the previous point does not constitute conclusion of the contract.
The Provider reserves the right not to accept an order or to withdraw from the contract if the goods are sold out, if the price displayed contains a clearly non-negligible technical error, if there is a reasonable suspicion of abuse, or for reasons set out in Article 11 of these GTC (imprinting and customisation).
7. Durable medium and contract storage
The contract is concluded in Slovenian or English, depending on the language version of the website through which the Customer places the order; with consumers in the Republic of Slovenia the contract is always concluded in Slovenian (Article 7(1) ZVPot-1). The Provider stores the contract data in its information systems and provides them to the Customer upon request.
III. PRICES, PAYMENT AND DELIVERY
8. Prices
All prices are in EUR and include VAT, unless expressly stated otherwise. For B2B customers, prices may also be displayed exclusive of VAT during checkout.
Prices do not include delivery costs, any payment processing fees or customisation/imprinting costs, which are shown separately before completing the order.
The valid price is the one displayed at the moment the Customer places the order.
9. Payment methods
• payment by pro forma invoice;
• PayPal;
• for B2B customers, payment on open account with agreed payment terms is possible by arrangement.
For customised/personalised goods, the Provider reserves the right to require prepayment or an advance payment before production starts.
10. Invoice and VAT obligations
The Provider issues an electronic invoice in accordance with the Slovenian VAT Act (ZDDV-1) and other applicable regulations and sends it to the e-mail address provided by the Customer when ordering, or in another agreed manner, as a rule upon delivery of the goods and otherwise within the statutory time limit. For intra-EU B2B sales with a valid VAT ID, VAT exemption may apply under ZDDV-1 conditions. For sales to third countries, the import duties, taxes and customs clearance costs are borne by the Customer unless expressly agreed otherwise.
The automatic acknowledgment of receipt of the order and the order confirmation (acceptance of the order) under Article 6 of these GTC are not tax documents; the invoice is the only tax document. The confirmation of the concluded contract on a durable medium is provided by the Provider with the order confirmation, at the latest upon delivery of the goods.
IV. CUSTOMISATION AND IMPRINTING
11. Keyboard imprinting and other customisation
11.1 General. TIPRO offers customisation of certain products, in particular imprinting of programmable keyboards with graphics, text, logos or other graphic content according to the Customer's specification, as well as configuration adjustments. Special rules of this Article apply to all such goods.
11.2 Technical file requirements. Only vector files in the following format is accepted for imprinting: .SVG. Raster files (.JPG, .PNG, .GIF) are not acceptable unless expressly agreed otherwise and a separate vectorisation fee is paid. All fonts must be converted to curves ("outlined"), and artwork should be prepared in CMYK colour.
11.3 Customer responsibility for content. The Customer is solely and fully responsible for all elements and content of the imprint and/or customisation they request, including:
• the content of graphic elements, text, logos and signs;
• the correctness of character spelling and the placement of elements;
• the suitability of colours, dimensions and technical file specifications;
• the lawfulness of the content and compliance with applicable regulations.
The Customer undertakes to provide accurate, complete and lawful content only. Any breach of this undertaking constitutes a breach of contract and may result in termination under Article 11.10 below.
11.4 Customer warranties regarding intellectual property rights. By submitting files or specifications for customisation, the Customer expressly warrants that:
• the Customer is the sole holder of all necessary intellectual property rights to the content (copyright, trademarks, designs, photographs, other distinctive signs) or has obtained all appropriate licences, permits and consents required for the use of such rights for the purpose of the order;
• the submitted content does not infringe third-party rights (copyright or related rights, industrial property rights, personality rights, rights to name or likeness);
• the submitted content is not contrary to mandatory law.
The Provider does not verify and assumes no responsibility for the compliance of the content with third-party intellectual property rights. The Provider is not liable for any legal issues arising from designs or other content provided by the Customer.
11.5 Right to decline production. The Provider reserves the right, at its sole discretion, to refuse production of any custom design that includes:
• pornographic or sexually explicit content;
• offensive, insulting or defamatory material;
• gossip or content targeting individuals or groups;
• hostile, violent or threatening imagery;
• illegal content or material that violates laws, regulations or sanctions regimes;
• content that infringes third-party intellectual property rights (unauthorised use of protected trademarks, logos or copyrighted works);
• content deemed immoral or inappropriate at the Provider's discretion;
• deliberately incorrect keyboard imprinting (e.g. swapped or mislabelled function keys) that could mislead end users or pose a risk in safety-sensitive environments;
• content that is technically unfeasible or does not meet production capabilities;
• any other justified reasons that could pose a risk to the Provider's reputation or constitute unlawful conduct.
11.6 Discretionary approval. The Provider maintains full discretion to determine what constitutes inappropriate, unacceptable or otherwise objectionable content within the meaning of Article 11.5. This discretion is bound only by general principles of good faith and the prohibition of abuse of rights.
11.7 Content review and notification. All custom designs are subject to review by the Provider prior to the commencement of production. If a design is rejected, the Customer will be notified promptly by e-mail, and the Provider will, where possible, propose acceptable modifications to the specification.
11.8 Refund of payments upon refusal. The consequences of refusal for payments received are as follows:
• If the Provider refuses production before the actual commencement of production work, the Customer is refunded the full amount received (including any advance payment) without undue delay, no later than 14 days from the notice of refusal.
• If the Provider has already commenced production work and the reason for refusal arises from a breach of the Customer's warranties under Articles 11.3 and 11.4 (in particular delivery of unlawful or rights-infringing content), the Provider is entitled to withhold from the amount received a lump-sum compensation equal to the production costs actually incurred, including material, labour and preparatory work costs, which the Provider documents and explains to the Customer. The remainder is refunded to the Customer within 14 days.
• For B2B customers, where production has commenced and the Customer has breached its warranties, the amounts received are not refunded ("no refund if production has started"), except for amounts exceeding the Provider's actually incurred costs.
The preceding provision does not derogate from any statutory consumer rights under mandatory law.
11.9 Limitation of liability for rejected orders. The Provider is not liable for any inconvenience, loss, lost profits or other indirect damage suffered by the Customer as a result of the refusal to produce a customised product under Article 11.5. This limitation does not apply to damage caused by the Provider's intent or gross negligence, or damage to personal rights, and does not derogate from mandatory consumer protection rules.
11.10 Termination for breach. Any breach of the Customer's warranties under Articles 11.3 and 11.4 constitutes a material breach of contract. In such cases, the Provider may terminate the contract immediately and claim compensation for all costs and damages incurred. For B2B customers where production has already commenced, the Provider may set off the received amount against actually incurred costs, in particular where the cause of termination is a breach of warranties on the Customer's side.
11.11 Customer indemnity. The Customer fully indemnifies the Provider against all damage (including legal fees, court and administrative proceedings, damages paid, fines and related costs) arising from third-party claims relating to the content submitted for imprinting or customisation. The Customer undertakes to fully indemnify and hold the Provider harmless against all such claims and to reimburse all related costs.
11.12 Exclusion of consumer right of withdrawal. Pursuant to Article 135(2) ZVPot-1, consumers have no 14-day right of withdrawal for goods manufactured to the consumer's precise instructions and adapted to their personal needs. This applies in particular to keyboards with bespoke imprinting and other customised goods. The Provider expressly informs the consumer of this consequence before order acceptance.
12. Delivery
Detailed information on delivery methods, areas and lead times is set out in the Delivery Policy.
Standard lead time for stock items is between 1 and 5 working days within Slovenia, and between 5 and 21 working days for other countries.
Customised/personalised goods. For goods requiring personalisation, customisation or imprinting (in particular custom-imprinted keyboards and bespoke configurations), production time of up to 21 days is added to the delivery time.
The exact lead time for customised goods is always confirmed in the Provider's order confirmation. The lead time starts on the day the Provider confirms the order to the Customer and receives the payment or the agreed advance payment.
13. Passing of risk
For consumers, risk passes to the consumer when they or a third party (other than the carrier) take possession of the goods (Article 68 ZVPot-1).
For B2B customers, risk passes upon handover to the carrier, unless otherwise agreed (Incoterms).
V. CONSUMER RIGHTS
14. Right of withdrawal
General rule. The consumer has the right to withdraw from the contract within 14 days from the day they took physical possession of the goods, without giving any reason (Article 134 ZVPot-1).
Method of withdrawal. By unambiguous statement, e.g. using the withdrawal form annexed to these GTC or by other unequivocal communication sent by e-mail to keyboardshop@tipro.si or by post.
Costs of return. Direct costs of returning the goods are borne by the consumer.
Reimbursement. The Provider reimburses all payments without undue delay and no later than 14 days after receiving the withdrawal notice, but may withhold reimbursement until the goods are returned or evidence of return is provided.
Diminished value. The consumer is liable for any diminished value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods (Article 142(1) ZVPot-1).
15. Exceptions to the right of withdrawal
Under Article 135 ZVPot-1, the right of withdrawal does not apply in particular to:
• goods manufactured to the consumer's precise instructions and adapted to their personal needs – in particular customised keyboards, bespoke configurations, special hardware variants;
• sealed goods unsuitable for return for health or hygiene reasons once unsealed;
• sealed audio/video recordings or computer software once unsealed;
• digital content not supplied on a tangible medium under the conditions of Article 135(13) ZVPot-1.
16. Conformity of goods (consumers)
The Provider is liable for the conformity of the goods under Articles 72 to 87 ZVPot-1. The Provider is liable for any lack of conformity which exists at delivery and becomes apparent within two years of delivery (Article 78(1) ZVPot-1). Where a lack of conformity becomes apparent within one year of delivery, it is presumed to have existed at delivery unless the Provider proves otherwise (Article 80(1) ZVPot-1). The consumer’s rights expire two years from the day on which the consumer notified the Provider of the lack of conformity (Article 87 ZVPot-1). The remedies are bringing the goods into conformity (repair or replacement), a proportionate price reduction or termination of the contract, under the conditions and in the order set out in Articles 81 to 83 ZVPot-1.
Bringing the goods into conformity is free of charge for the consumer and includes the costs of postage, carriage, labour and materials.
17. Manufacturer's warranty
17.1 Mandatory warranty of faultless operation. The Provider’s goods qualify as peripheral equipment connected to personal and similar computers, and the Provider, as manufacturer, therefore issues a warranty of faultless operation.
17.2 Duration. The Provider grants a warranty of faultless operation for 36 months (3 years). The warranty period starts on the day the goods are handed over to the consumer, not on the day of dispatch.
17.3 Warranty card. The warranty card is provided at the latest upon delivery of the goods, on a durable medium (as a rule electronically, together with the invoice). Where the goods are intended for sale on the territory of the Republic of Slovenia, the warranty card is entirely in Slovenian; for sales to other countries it is in English, unless the rules of the Customer’s country require another language. The Provider’s obligations under the mandatory warranty apply even if the warranty card has not been issued or handed over.
17.4 Rights under the warranty. If the goods do not meet the specifications or lack the characteristics stated in the warranty card or in advertising, the consumer may first request that the defect be remedied. If the defect is not remedied within a total of 30 days from receipt of the request (extendable by up to 15 days), the Provider replaces the goods free of charge with new, faultless goods; failing that, the consumer may request a refund of the full purchase price or a proportionate price reduction.
17.5 Costs. The costs of materials, spare parts, labour, transfer and transport arising in the course of remedying defects or replacing the goods are borne by the Provider.
17.6 Service after expiry of the warranty period. The Provider ensures, against payment, repair, maintenance, spare parts and connecting devices for at least three years after expiry of the warranty period; servicing is carried out by the Provider itself. Chargeable service work is invoiced according to the Provider’s price list in force; the service hour amounts to EUR 50.00 excluding VAT (EUR 61.00 including VAT), excluding installed materials. The Provider informs the Customer of the expected costs before carrying out the repair.
17.7 Relationship to statutory rights. The warranty is an additional right of the consumer and does not affect the consumer’s statutory rights regarding conformity of the goods under Article 16 of these GTC.
VI. B2B CUSTOMERS
18. Specifics for B2B sales
• no 14-day statutory right of withdrawal;
• the B2B customer must notify obvious defects immediately upon delivery and hidden defects immediately upon discovery, otherwise losing rights under defects (Articles 461–462 OZ);
• the same warranty applies as for consumers, i.e. 36 months from handover of the goods, under the conditions of the warranty card;
19. Retention of title
Title to the goods remains with the Provider until full payment of the purchase price. The B2B customer may not dispose of, pledge or otherwise encumber the goods without the Provider's express written consent.
20. Limitation of liability for B2B customers
The Provider's liability towards B2B customers is limited to direct damage up to the contract value of the order in question, save in cases of intent or gross negligence of the Provider or damage to personal rights. The Provider is not liable to B2B customers for indirect damage, lost profits, data loss, business interruption or damage resulting from failure of communication services.
VII. FINAL PROVISIONS
21. Complaints and dispute resolution
Complaints are governed by the Complaint Procedure. Parties will endeavour to resolve any disputes amicably. Otherwise, jurisdiction lies with the competent courts of the Republic of Slovenia. For B2B customers, the courts in Ljubljana have exclusive territorial jurisdiction, subject to mandatory rules.
22. Data protection
Personal data is processed under the GDPR, ZVOP-2 and the Provider's Privacy Policy.
23. Provider's intellectual property rights
All content on the website is protected by intellectual property rights. Reproduction without express written consent is not permitted.
24. Force majeure
Neither party is liable for failure or delay in performance due to circumstances of force majeure.
25. Validity and changes to the GTC
Concluded contracts are governed by the GTC version in force at the time of placing the order.
26. Severability
If any provision is invalid or unenforceable, the remaining provisions remain in force. The invalid provision is replaced by a valid one that best matches the economic purpose of the invalid provision.
27. Governing law and exclusion of CISG
These GTC and all relationships arising from them are governed by the laws of the Republic of Slovenia, without giving effect to conflict-of-laws rules that would lead to the application of other law.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention 1980) is expressly excluded, both in consumer relations and in B2B relations where such exclusion is permitted.
These GTC are drawn up in Slovenian and English; the Slovenian version is the original text. Each contract is governed by the version in the language in which it was concluded (Article 7 of these GTC); both versions have the same content.