GENERAL TERMS AND CONDITIONS TO THE CHAIN COMPENSATION CONTRACT
Definitions of terms
“Chain compensation” is a compound legal transaction whereby customers, trough the proposer, mutually agree to compensate mutual claims in a closed circular chain in order to terminate obligations without any necessary cash flow; “the Contractor” is the company Achilles d.o.o. which acts as a proposer of the chain with certain rights and obligations, but usually acts as the first creditor, if this is not specifically excluded; “the Contracting Authority” is a client who only has claims without obligations in the proposed chain; “the Supplier” is a client who has only obligations without claims in the proposed chain; “the proposal for the chain compensation” are all agreed legal rules which organizer prepares for each individual chain compensation and clients accept by confirming the proposal for the chain compensation, and it comprises both the agreement regarding mutual rights between parties as an agreement on the rights and obligations between each party and the organizer.
Obligations and rights of the proposer
The proposer is obliged to endeavour to organize a closed chain of clients whose obligations can be mutually compensated circularly and to invite clients to close outstanding claims by accession to the chain compensation.
The proposer is obliged to verify the existence of clients and claims with due diligence.
The proposer shall endeavour to organize the chain which closes the maximum amount of obligations.
In case of the conclusion of successful chain compensation, the proposer shall be entitled to a commission that is specified in the business cooperation agreement.
The proposer shall not be liable for the existence, enforceability and other legal errors of claims that are included in the chain compensation.
Upon accession to the chain compensation, each client shall be liable for the existence and enforceability of the claims, with which the client accesses to the chain compensation.
Legal nature of operations
The system of chain compensations is a multilateral agreement on the conditional chain termination of debt, governed by Article 318 of the Code of Obligations.
Each client entering into the chain compensation shall renounce the claim with which the client accesses to the chain compensation, provided that the circle of the chain compensation is concluded. The first creditor shall not wave the claim, except to the extent that it is recognized as a potential discount.
Method of execution
The organizer shall submit the proposal of the chain of clients with data on claims, particularly concerning the amount, nature and label that certifies the claim, for the approval of parties. The chain compensation is concluded when the proposal is certified by all parties of the chain compensation in time, thus, it shall be deemed that the parties renounced claims to their creditors under the terms of the transaction.
By the confirmation of the proposal, under criminal and damage liability, each party shall confirm the following:
– That it is the holder of the claim that it invests in the chain compensation
– That it possesses all the original documents providing the existence of the claim
– That it is not in the insolvency procedure under the provisions of the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act
– That they do not have other rights, in particular lien, on the claim of a third party
– That the claim is not contested or negated either by the creditor or by a third party
– That the claim is not, in any form, transferred to a third party
– That the claim is enforceable
– That the signatory of the business cooperation agreement, as well as the signatory of the proposed chain compensation is a person authorized to represent the business entity
– That the closing of the claim with the chain compensation is a usual way of repayment of obligations.
The proposal of the chain compensation is in force until the execution or termination of the proposer.
By signing the chain compensation each party undertakes not to dispose with the claim that is the subject of the compensation from the signing and until the final confirmation of the compensation. In the event that a third party shall acquire any right to the claim under the law, it undertakes to immediately inform the organizer.
Each party of the chain compensation may cancel its participation in the chain compensation with the consent of the proposer. The proposer may refuse the consent only in the event that partial or full payments, based on the proposed compensation, were already implemented. Closed chain compensation is not possible to cancel.
The incurrence of the circular obligation (and execution of the chain compensation)
The supplier undertakes to transfer, after the confirmation of the compensation, the amount owed to the organizer instead to its direct creditor, and the organizer undertakes to settle the agreed amount to the client. The height of amounts or possible discounts is agreed between the client and the proposer by a business cooperation agreement and between the supplier and the proposer by an obligations settlement agreement.
In the event that the obligation of the supplier of the chain compensation is not executed within the deadline, the chain compensation shall be considered as unsuccessful and the agreement is dissolved, about which the organizer is obliged to inform all participants/parties.
The chain compensation is successful when the supplier fulfils his/her obligation. In the event that the supplier only partially fulfils the obligation, the compensation shall be deemed successful.
For the purpose of the chain compensation it shall be considered that the expression of will, which is received by fax or e-mail, is valid, in which case the signed person is authorized to represent the client, if he/she uses the stamp of the client.
General terms and conditions
The parties agree that they are informed about the present general terms and conditions. The parties agree that the organizer may amend general terms and conditions without specific notice and publish them on the website www.achilles.si, and that they shall verify the applicable general terms and conditions upon every respective accession to the compensation. The organizer shall state the applicable general terms and conditions and the website, where the terms and conditions are available, in every proposal of the chain compensation.
Notwithstanding the provisions of the general terms and conditions, any party may negotiate special conditions with the organizer but may not invoke the provisions of Article 83 of the Code of Obligations.