Terms of payment and delivery
Price and payment terms
1.1. All prices refer to the time of issuance of the written confirmation of the supplier's order or, if such written confirmation of the order does not exist, to the time of notification in accordance with item 2.1 of the General Terms and Conditions .; the stated prices without special indication of the currency code are expressed in HRK. Unless otherwise provided in the written confirmation of the supplier's order, all prices are understood as the determination of the price at the DAP customer parity, therefore they do not include value added tax and customs duties and import or export duties.
1.2. However, if the price, due to the agreed delivery parity, includes freight charges, taxes, duties and charges, then it changes accordingly if these price components change by the time of delivery. A change in these price components will follow if, between the time of the written confirmation of the order or the notification in accordance with point 2.1. General conditions and delivery, these costs on which these price components are based change by more than 10% or if the market price of the delivered goods (eg according to the corresponding wholesale price index at the supplier's headquarters) changes by more than 10%.
The price also changes in the event of a change in the exchange rate, if the contract agreed prices in EUR, aggravation or obstruction of loading and transport conditions, or incorrect transport, and in the event of a change of transport route due to circumstances for which the supplier is not responsible.
1.3. The price is fully due for payment in accordance with the agreement in the Contract, order confirmation or in another agreed manner. Maturity occurs regardless of whether the buyer had the opportunity to control the delivery or exercise the rights due to defects and damage to the delivered goods.
If it is delivered in parts, the supplier has the right to issue partial invoices.
The supplier has the right to demand advance payment or payment security if he doubts the buyer's willingness to pay or ability to pay.
1.4. In case of late payment, default interest is paid in accordance with the law. Any discounts on the basis of already settled partial invoices cease to be valid in case of delay with further partial invoices or with the total invoice.
In addition to interest, the supplier may claim compensation for other damages and costs incurred due to delay, in particular the costs of appropriate out-of-court and court measures for the purpose of collection of receivables and enforcement.
In addition, in the event of late payment, the supplier has the right, in addition to default interest, to request termination of the contract in whole or in part.
1.5. The buyer without the express and written consent of the supplier has no right to settle its payment obligation by settling with other claims or withhold payment for any reason, especially not for claiming that there are defects and damages.
2. Delivery
2.1. Delivery dates specified by the supplier are not binding, unless expressly agreed otherwise in the written order confirmation. In the same way, in the case of delivery deadlines, these are only indicative statements.
2.2. Delivery time does not start before the date of issuance of a written order confirmation. The delivery time is extended for the period that is subsequently necessary for the purpose of clarifying the details or obtaining the official approvals that the buyer needs to obtain or renew.
Deadlines certainly do not start before the certificate issued by the factory where the goods are produced or before the agreed payment insurance of the customer (especially in the form of documentary letters of credit / bank guarantee). Delivery dates are postponed in the same way due to such circumstances.
2.3. Delivery deadlines that have started to run in accordance with point 2.1. are terminated due to the following circumstances and continue to run only after the reason for termination ceases: breach of the buyer's obligation to participate or other breach of contract by the buyer under this or any other contract, delay, interruption or delay of the factory producing goods supplied with the supplier; technical failures of production and transport facilities and all cases of force majeure. In addition to this interruption of the deadline, it is necessary to take into account the appropriate commissioning period for the start or continuation of delivery. In the same way, delivery dates change due to the period of interruption and resumption of delivery.
2.4. Does any of the reasons for interruption provided for in point 4.2 last? for more than three months, the supplier and the buyer have the right to terminate the contract by a unilateral written statement. However, the buyer no longer has this right if the supplier has already started delivery or if the supplier no longer has the option to terminate the contract with the factory that produces the goods being delivered.
2.5. The supplier is allowed to deliver in parts, unless explicitly agreed otherwise.
In addition, the supplier has the right to make the delivery before the agreed time.
Withdrawal from the contract or termination of the contract in any other way for any reason does not cancel the contract relating to already performed partial deliveries; unless the reason for withdrawal from the contract or termination of the contract includes partial deliveries already made.
2.6. Possible and permitted access to heavy goods vehicles should be provided for delivery. Unloading of goods takes place at the expense and risk of the buyer and is performed either by the buyer himself or by a third party hired by the buyer.
2.7. Deviations of the delivered goods in size, weight or quality are allowed within the agreed standard. In the absence of a contract on such standards, the standards and customs applicable in the country of manufacture of the goods supplied shall apply. The same is true for common tolerances when determining quantity in accordance with computational principles.
The Supplier further reserves the right to make quantitative deviations in the range of +/- 10%.
The total delivery weight is used to determine the weight. The specified number of pieces or bundles is not binding; different individual weights are aligned within the total weight.
2.8. The risk of accidental failure or damage passes to the customer in accordance with the applicable provision of the Incoterms 2010 clause. Is there a reason for termination in accordance with point 2.2. and if the customer has already been notified of the readiness for shipment and does not allow the delivery, then the risk passes to the customer with the notification that the shipment is ready.
The buyer is obliged to take delivery in accordance with the agreed clause of Incterms 2010. Exercising the right on the basis of delivery that is not in accordance with the contract or the circumstance that the buyer could not verify delivery does not give him the right to refuse or delay taking delivery.
The buyer is obliged to check the delivery after its receipt at the destination in accordance with the rules of ISO 9001/9002. The buyer loses the right to claim that the delivery is not in accordance with the contract if he fails to make this immediate inspection or if in writing within 8 days, from the moment when the proper inspection could not detect non-compliance, did not complain that the delivery is not in accordance with the contract , with an exact allegation of non-compliance with the contract.
2.9. The supplier is in arrears if, in the case of explicitly fixed delivery dates or deadlines, he does not deliver at the agreed time or within the agreed deadline. If only an indicative date or deadline is agreed or if such indicative dates and deadlines are considered agreed, the supplier is late only if he does not deliver within a further period of 6 weeks after the specified reference date or the specified deadline.
If the supplier is late, the buyer has the right to terminate the contract after setting an appropriate additional delivery time of at least 14 days. This period begins to run only with the receipt of a written statement from the buyer according to which he withdraws from the contract after the expiration of the additional period specified in that letter if the delivery is not made by then. If the supplier is liable for the delay, the buyer may claim damages under the conditions specified in point 4. The buyer's right to demand termination of the contract due to the delay of the supplier does not cover already performed partial deliveries.
3. Force majeure and other delivery disruptions
Force majeure events give the supplier the right to postpone delivery for the duration of the disturbance and the appropriate period of commissioning or due to the still unfulfilled part of the contract to partially or completely withdraw from the contract. Strike, blockade and other circumstances that significantly hinder or prevent delivery to the supplier are equated with force majeure, regardless of whether they occur with the supplier or subcontractor. The buyer may request a statement from the supplier as to whether he wishes to withdraw from the contract or make the delivery within a reasonable time. If the supplier does not make the appropriate statement, the buyer may withdraw from the contract.
4. Goods that do not comply with the contract
4.1. The supplier guarantees that the delivery corresponds to the quality specified in the written order confirmation or - if there is no written order confirmation - in the notification in accordance with point 2.1 of the General Terms and Conditions. If the delivery meets these conditions, it is considered to be in accordance with the contract, otherwise it is against it. In the event of a deviation within the meaning of point 2.5. delivery is considered in accordance with the contract.
4.2. In order to determine whether the delivery is in accordance with the contract, the moment of delivery to the first carrier or notification that the delivery is ready for shipment is important. If the buyer claims that there is non-compliance with the contract, he must prove that the goods were not in accordance with the contract at that time. This is without prejudice to the rule on who bears the risk provided for in the contractual rules of Incoterms 2000.
4.3. If it is proven that the goods do not comply with the contract, the supplier has the right to eliminate this non-compliance within a reasonable time by replacement delivery (replacement) or by eliminating the lack of delivery. If rectification or replacement is not possible or if they represent a disproportionate cost to the supplier, then the buyer can only request termination of the contract. The right to a price reduction is excluded.
4.4. If the supplier is to blame for the fact that the goods are not in accordance with the contract, the buyer can claim damages only in the form of rectification of the defect or replacement. If such rectification or replacement is not possible or if they represent a disproportionate cost to the supplier, the buyer may claim damages in cash only if the supplier has acted with intent or gross negligence. Compensation for damage caused by a defect is equally equally permitted only with this limitation. Compensation for damages can in no case be higher than the value of the advertised delivery.
The right to eliminate non-compliance with the contract and to compensation for damages expires:
a) in the event of an improper or untimely complaint of a defect (point 2.6), or
b) by working or processing the delivery without giving the supplier an opportunity to verify the defect or
c) upon the expiration of 6 months from the date of transfer of the risk, if by that time the request for elimination of non-compliance with the contract has not been filed in court.
4.5. The fact that parts of the delivery are not in accordance with the contract does not entitle the buyer to refuse those parts of the delivery to which it does not apply or future parts of the delivery or delivery from other contracts.
5. Liability and damages
5.1. The Supplier has the obligation to compensate the damage due to the violation of the contractually assumed or legally existing obligation only if he acted with intent or gross negligence. The burden of proof is on the buyer.
Exemption from the restriction provided for in point 4.1. represents liability for defective products, which by law is not of a dispositive nature and does not depend on guilt, if the person is injured, killed or his health is endangered as a result.
5.2. Liability for material damage due to defective products (in terms of warranty for defective products that are not legally dispositive and independent of fault) is excluded for all companies involved in production, import and distribution.
The customer undertakes to transfer the exclusion of liability to his customers. Claims for recourse in terms of the legal regulations from the previous paragraph are excluded, unless the recourse representative proves that the error was caused in the sphere of the supplier and was caused by extreme negligence.
5.3. All rights to compensation, including rights based on defects caused by a defect, if permitted by law, are limited to the damage that the supplier foresaw or could have foreseen as a possible consequence, but at most to a single value of the delivery.
6. Retention of title
6.1. All deliveries until full payment remain the property of the supplier. In addition, the supplier reserves the right to own its deliveries (even if those specific deliveries have been paid for) until all claims under the business relationship have been settled.
If invoices for delivery claims are issued in certain accounting periods, retention of title ensures the highest outstanding balance.
6.2. The retention of title of the supplier extends to newly created goods in the case of working or processing; working or processing in this case is carried out exclusively for the supplier.
If the retention of title ceases to be valid due to any circumstances, then the supplier and the buyer agree that the ownership of the deliveries with processing or mixing passes to the supplier who accepts the transfer. In that case, the buyer remains a free depositor.
In the case of processing items that are still owned by someone else, the supplier acquires co-ownership of the new thing. The scope of co-ownership arises from the ratio of the calculated value of the goods delivered by the supplier to the calculated value of other goods.
6.3. If the buyer hands over the goods over which the right of ownership has been reserved (and after its processing, processing or mixing) to another person, his claim of the purchase price takes the place of the reserved right of ownership. This claim is transferred from the sale to a third party at the time of its occurrence to the supplier. The supplier acquires ownership of the money received through the buyer in the form of a possessory constituent. The buyer must state the fact of this assignment in his business books and inform the recipient of the goods.
6.4. If the buyer is in arrears, the price secured by the retention of title or balance, the supplier has at all times the right to take possession of the retained goods, even if the contract has not yet been terminated.
6.5. If the retained ownership or assignment of future claims on the basis of resale under the substantive law of the place where the goods are located does not produce legal effect, but that right allows similar forms of insurance, then that form of insurance is considered contracted. If the buyer needs to take appropriate actions or make statements for the validity of this insurance, he is obliged to take such actions without calling the supplier.