1. Application
1.1 These conditions apply to every purchase order issued by Chipolo and to every supply of goods or services to Chipolo.
1.2 Only these conditions apply. No term proposed by the supplier binds Chipolo unless it is set out in these conditions or in a document signed by both parties. This applies whatever the document containing it is called, and includes without limitation the supplier's general terms of sale, delivery or business, quality manual, supplier handbook and framework agreement, and any order confirmation, acknowledgement, invoice, delivery note, portal or EDI acceptance, website or email footer. It applies even where Chipolo does not object, and even where Chipolo accepts, processes or pays for deliveries without reservation. Chipolo's silence is not acceptance.
1.3 Where Chipolo and the supplier have signed a framework agreement, that agreement prevails over these conditions.
1.4 Chipolo may amend these conditions. The version in force when the purchase order is issued applies to that order.
1.5 A business day is a day other than a Saturday or Sunday on which banks are open for general business in Slovenia and in the supplier's country.
2. Orders
2.1 Only a written purchase order issued by Chipolo binds Chipolo. Quotations, forecasts and indications of volume are not orders and create no commitment.
2.2 The supplier confirms each order within 3 business days, stating a binding delivery date. Failure to respond within that period is acceptance of the order as placed.
2.3 An order confirmation may not vary the order or introduce terms.
3. Prices and charges
3.1 Prices are as stated in the purchase order, exclusive of VAT, and are firm.
3.2 No fee or surcharge is payable unless stated in the purchase order — including order handling, processing, minimum or small order, documentation, certificate, storage, expediting or administration charges.
3.3 Prices are not adjusted for currency movement and are not re-set at the date of shipment.
4. Payment
4.1 Payment is due 30 days from the later of a valid invoice and delivery. An invoice is valid only where it quotes the Chipolo purchase order number and the Chipolo SKU for each line, and the delivery it covers was accompanied by a packing list and a delivery note.
4.2 Each party may set off or retain only against claims that are undisputed or established by a final decision.
4.3 Chipolo may withhold payment for non-conforming goods until the matter is resolved. Amounts so withheld are not arrears.
5. Delivery
5.1 Delivery dates confirmed under clause 2.2 are binding.
5.2 Delivery is made under the Incoterms 2020 rule (as published by the International Chamber of Commerce) stated in the purchase order.
5.3 Partial or early delivery requires Chipolo's prior consent. Quantity tolerance is 0 % unless stated in the purchase order.
5.4 Retention of title is limited to the purchase price of the goods delivered. No all-monies or current-account form applies, and the supplier has no right of entry to Chipolo's premises.
5.5 The supplier notifies Chipolo immediately on becoming aware that a confirmed date is at risk. Notification does not alter the date.
6. Late delivery
6.1 Chipolo may claim liquidated damages of 1 % of the value of the delayed goods or work per calendar day of delay, capped at 20 % of that value. Liquidated damages are a minimum; Chipolo may claim documented additional damages exceeding them, with liquidated damages credited.
6.2 Waiver on notice. Chipolo claims neither liquidated damages nor additional damages for a delayed delivery where: (a) the supplier notifies Chipolo in writing at least 11 business days before the confirmed delivery date, stating a new delivery date no more than 14 calendar days after it; (b) the supplier delivers in full by that new date, or makes partial deliveries that Chipolo confirms in writing are sufficient; and (c) the supplier has not already used this waiver twice in the current calendar year. The waiver applies once only to any one delivery.
6.3 Where the waiver does not apply, liquidated damages run from the original confirmed date. Acceptance of a late delivery does not waive any claim under this clause 6.
6.4 The parties acknowledge that late delivery may cause production stoppage, re-planning, expedited freight, scrapped work in progress and penalties payable by Chipolo to its customers, and that these are foreseeable consequences of breach.
6.5 On any missed confirmed date the supplier submits a written recovery plan within 24 hours and bears the cost of restoring the delivery position, including overtime, additional shifts, split shipments and expedited freight. This does not apply where the delay is waived under clause 6.2.
6.6 Where delivery is more than 14 calendar days late, measured from the original confirmed date, Chipolo may cancel the order and procure substitute goods elsewhere, recovering the additional cost from the supplier.
7. Conformity and inspection
7.1 Goods must conform to the specification, the approved samples, the purchase order and applicable law.
7.2 Chipolo notifies obvious defects within 10 business days of receipt at Chipolo's premises or its nominated receiving location, and latent defects within 14 business days of discovery.
7.3 Acceptance of a delivery, payment, or the passing of an agreed test or inspection does not make non-conforming goods conforming. Test coverage is not exhaustive, and no exclusion applies for defects it does not detect.
7.4 Chipolo may reject non-conforming goods. Rejection is not conditional on the supplier's agreement.
8. Warranty and remedies
8.1 The supplier warrants the goods for 24 months from delivery. The period restarts on repaired or replaced goods.
8.2 Chipolo elects the remedy: repair, replacement, price reduction or refund. The supplier acts within 14 days of written notice, failing which Chipolo may remedy at the supplier's cost.
8.3 Where a defect from a common cause affects 2 % or more of a delivery, Chipolo may treat the whole affected population as defective.
8.4 The supplier bears the documented cost of rework, sorting, scrapped material, line stoppage, re-planning, expedited freight, customer penalties and recall arising from a defect attributable to it, and of reasonable measures taken to reduce such loss.
9. Changes, obsolescence and continuity
9.1 The supplier shall not change material, sub-supplier, manufacturing site, process, tooling, surface finish, packaging or the applicable datasheet revision, or substitute components, without Chipolo's prior written approval. Notice of a proposed change: 90 days minimum.
9.2 The supplier notifies discontinuation or end-of-life as soon as it becomes aware, giving at least 6 months before the last order date, with a last-time-buy window of at least 12 months at the price then in force.
9.3 In a shortage the supplier allocates capacity on a fair and non-discriminatory basis.
9.4 The supplier notifies Chipolo in writing within 5 business days of becoming aware of any change to the quoted lead time, attaching the manufacturer's or sub-supplier's own written notice where the change originates upstream. Delivery dates already confirmed are unaffected.
10. Compliance
10.1 The supplier warrants directly to Chipolo — not by forwarding another party's declaration — that the goods comply with applicable law, including RoHS, REACH (including SVHC and SCIP), POPs, restrictions on PFAS, the Batteries Regulation, packaging and WEEE rules, general product safety, and, where the goods form part of a connected product, the Cyber Resilience Act.
10.2 Compliance documentation supplied is warranted accurate and may be relied upon. Any disclaimer of its accuracy has no effect.
10.3 The supplier notifies Chipolo within 30 days of any change affecting compliance status.
10.4 The supplier bears the costs of recall, disposal and remediation arising from non-compliant supply.
11. Authenticity
11.1 Electronic components are supplied exclusively from the original manufacturer or its authorised distributor. Independent brokers, grey-market and open-market sourcing are prohibited without Chipolo's prior written approval.
11.2 The supplier passes through the manufacturer's certificate of conformity and, on request, evidence of the chain of custody.
11.3 Counterfeit or falsely represented goods entitle Chipolo to full cost recovery without limit.
12. Tooling and materials
12.1 Tooling paid for by Chipolo — moulds, dies, stencils, jigs, fixtures, test programmes — is Chipolo's property on payment, wherever located. It is marked as such, insured and maintained by the supplier, free of any lien or right of retention, and released to Chipolo on demand without set-off.
12.2 Material consigned by Chipolo remains Chipolo's property and is segregated and insured.
13. Intellectual property
13.1 Intellectual property created in performing the order that is specific to Chipolo's product — including test methods, fixtures and process solutions developed for it — vests in Chipolo.
13.2 The supplier may not use anything specific to Chipolo's product, design or tooling for any third party.
13.3 The supplier indemnifies Chipolo on first demand against third-party intellectual property claims arising from the goods, including where used in combination with other goods.
13.4 Where the goods are made to Chipolo's design, the supplier acquires no rights in that design.
14. Confidentiality
14.1 Each party keeps the other's technical and commercial information confidential and uses it only for the purpose of the order. The obligation survives for 5 years.
14.2 Affiliates and group companies are third parties for the purposes of this clause.
14.3 The supplier may not use Chipolo's forecasts, bills of material, designs or volumes for any other customer.
15. Liability
15.1 Neither party is liable for indirect loss, save that the costs listed in clause 8.4 are direct losses for the purposes of these conditions.
15.2 Each party's liability is capped, per contract year, at the greater of 150 % of the amounts invoiced by the supplier to Chipolo in the preceding 12 months, or €100.000. The cap does not limit either party's obligation to pay for goods delivered.
15.3 The cap in clause 15.2 does not apply to liability for intent or gross negligence, fraud, personal injury or death, liability under mandatory product liability law, or breach of an essential contractual obligation — an obligation whose performance is necessary to achieve the purpose of these conditions and on whose observance the other party may reasonably rely. Where an essential contractual obligation is breached by slight negligence, liability is limited to the damage foreseeable and typical for this type of contract. Liability for infringement of intellectual property, breach of confidentiality, breach of clause 9.1 or breach of clause 10 is capped at the greater of 3× the cap in clause 15.2 and the proceeds actually recovered under the insurance in clause 15.4.
15.4 Where required by the nature of the goods, the supplier maintains product liability insurance of at least €1.000.000 per claim including recall cover.
16. Force majeure
16.1 Neither party is liable for failure caused by an event beyond its reasonable control that it could not have avoided or overcome.
16.2 Force majeure expressly excludes failure of the supplier's own suppliers, allocation, shortage of materials, components, labour or energy, cost increases, and financial difficulty.
17. Assignment
17.1 The supplier may not assign the order or any claim under it, or substitute another entity as the contracting party, without Chipolo's written consent.
17.2 Subcontracting requires Chipolo's approval. The supplier remains fully liable.
18. Governing law
18.1 These conditions are governed by the laws of Slovenia.
18.2 Where the supplier's place of business is in another State party to it, the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) applies as part of Slovenian law. The warranty period in clause 8.1 and the notice periods in clause 7.2 prevail over Articles 38 and 39 of the Convention.
18.3 The competent court in Ljubljana, Slovenia has exclusive jurisdiction.
18.4 The language of these conditions and of all notices under them is English.
19. General
19.1 Amendments to an individual order are valid only in writing.
19.2 If any provision is invalid, the remainder stays in force.
19.3 Failure to enforce a provision is not a waiver of it.
