The following terms and conditions apply on a contractual basis without exception
– unless separate written agreements on other terms and conditions have been
previously concluded. By accepting our purchase order, all terms and conditions
of sale and delivery in your order confirmation for the execution of this transaction will be void, in cases where we have not expressly disputed your order confirmation or your terms of delivery, and this applies except in circumstances where we have expressly agreed to accept your terms and conditions in writing. The offers you make to us, regardless of what preparations were required for them – will be free of charge to us in all cases.

1. Orders

Only our written or electronically delivered orders are valid orders. An order made verbally or by telephone can only be accepted with the indication of our order number, and in these cases it is valid only as a prior order notice. Our legally binding obligation is subject to subsequent confirmation by order.

2. Order Confirmation

The order and any subsequent changes must be officially accepted in writing on behalf of the company on the form marked as order confirmation, stating our order number, price and binding delivery date and sent to us by return mail. Any electronically transmitted order confirmation will also be valid and will be deemed acceptance of these terms and conditions. Any deviations from the order must be clearly indicated in the order confirmation and must be expressly confirmed by us in writing or electronically in order to have mutually binding legal effect. If we do not receive an order confirmation within 5 working days from the date of the order, the order will be deemed to have been accepted according to the prices and conditions stated by us.

3. Delivery

An order placed by us may not be transferred to subcontractors, in whole or in part, without our permission. Only complete delivery according to a fixed delivery schedule is valid as proper performance of the contract. Full delivery includes the dispatch and delivery of all special storage and operating instructions along with complete documentation as requested in the order. Early deliveries are only permitted with our express written or electronically transmitted agreement, and in any such case, the payment period first begins to run according to the original fixed delivery schedule. Partial deliveries will not be accepted, unless we have expressly requested them or approved them in writing at your request.
The supplier is liable for damage in the event of non-compliance with the delivery schedule or in the event of incomplete delivery. Any delivery difficulties must be reported to us immediately in writing or electronically. The supplier is liable for damage that occurs as a result of untimely notification. The right to terminate the contract and other rights in this regard shall not be affected by this.

4. Packaging & Shipping

Delivery must be packaged in a correct and professional manner, but in particular in accordance with all our regulations on storage, transport, packaging and dispatch, and to the extent that these instructions result from the specifics of the order itself and/or the documents referred to therein. The supplier bears the cost of any damage caused by non-compliance with instructions of this type. Each delivery must contain a delivery note on which the order number must be stated, and all documents requested in the order must be included.
Deliveries will not be considered as the fulfillment of the contract nor will they be further processed unless they include all of the above shipping documentation or as specified with the specific order, but will be stored at the Supplier’s risk and expense. For quantities, numbers and weight, the figures determined during the inspection of the dispatched items by our receiving inspectors will be final and binding. The delivery conditions specified in the order are binding.

5. Prices

All prices are fixed prices, unless there are other conditions based on written contractual agreements.

6. Payment terms

Payment for accepted goods will be made, when no other conditions have been agreed, after the full arrival of the goods together with all necessary documents and an invoice within 30 to 120 days net.
Invoiced products that relate to multiple orders, as well as partial invoices, will not be accepted and will be returned to the sender.
Payment does not constitute a confirmation of proper delivery or a waiver of any claims in connection with improper delivery, in particular delay in delivery, warranty or any other defects in performance.
We reserve the right to use all legal compensation options to exercise our counterclaim rights when paying bills.
Assignment of claims is not permitted. Exceptions to this prohibition on assignment of claims may be agreed in individual cases, but without exception they require a written form.

7. Alterations

We have the right to make changes to executed orders at any time by written or electronic request sent in the following contexts;

(1) Drawings, plans, technical data, other technical data and procurement specifications,

(2) Type and/or requirement (including delivery conditions) delivery and packaging,

(3) Place of delivery, inspection and acceptance of delivery,

(4) Information on the number and/or quantity of pieces and the volume of

service or delivery,

(5) Assets secured or made available by us, as well as items and/or preliminary and partial services submitted by us for processing,

(6) Delivery schedules and/or delivery plans.

The supplier will immediately comply with these changes and avoid unnecessary costs associated with them. The supplier must accept that changes to delivery schedules and/or delivery plans can be expected under normal circumstances and must be taken into account. The Supplier further declares that the costs incurred as a result of such changes will be included in the order prices.

As a consequence of this clause, the Supplier shall not have any right to adjust the price in the event of a change in delivery plans and/or delivery schedules, provided that the backward shift of the delivery schedule does not exceed 12 months.

In all other cases of change [above (1) to (5)], suppliers shall be entitled to a reasonable price adjustment, to the extent that the change(s) has led to an increase in costs or labour involved. In the event of cost reductions and/or labor involved as a result of changes, we are entitled to a reasonable price adjustment.

However, the Supplier shall not be entitled to any adjustment in its favour when changes are necessary due to defects or potential defects in the delivery and service or the contractual area of responsibility of the Supplier.

The request for price adjustment by the supplier must be submitted in writing or electronically, specifying the amount required and the reasons that led to it, and also include a detailed list of the costs or increased work involved in the change and information on the basic cost structure, which must be submitted within 30 days from the date the changes were ordered. The list of required overhead and external costs must be specified separately here: data on materials, labor costs as well as profit shares.

Failure to comply with the deadline for submitting a request for price adjustment is irrevocably considered a waiver of this right. To the extent that the change may lead to a reduction in costs or labor, the Supplier must provide us with, within 30 days of our written or electronic request, a list of expected or implemented changes in costs or labor that is consistent with the content set forth in the paragraph above. Once you have provided us with this complete list, we are obliged to submit a general request for price adjustment to the Supplier in writing or electronically within a further 30 days.

In the case of a price adjustment request, the counterparty shall in any case have an obligation to enter into negotiations with the applicant on the justification and potential amount of the price adjustment. If no agreement can be reached through negotiations, the parties have the right to have recourse to the legal remedies provided for disputes of this type. The supplier is obliged to fulfill the order in an amended form until the dispute is resolved.

Changes as set out in this clause must be described as changes to the order and may be issued in binding form solely by our purchasing department.

8. Risk, warranty and liability provisions

8.1 Risk

Insofar as no other requirements arise from the agreed delivery conditions, the risk is first transferred by orderly handing it over to us at the pick-up point determined by us. If a commodity, machine or plant is purchased, which must first be assembled by the Supplier or on his/her order at the place of use as specified, the risk is first transferred after assembly and flawless functioning determined by the test run.

8.2 Guarantee

Statutory warranty periods apply, in accordance with the contract or regulations of EU legislation (unless otherwise stated). In the event of correctable defects, we have the sole right to choose to demand either removal of the defect, replacement by the Supplier or price reduction. If we have already delivered the item further, we have the choice to carry out the general repair ourselves or to do it through an external company under warranty conditions at the expense of the Supplier. Warranty service requirements must be met by the Supplier at the original place of performance. All transport costs to the original place of performance and return transport costs shall be borne by the Supplier. Consequential damages from defects are therefore compensated by the Supplier without proof of fault. The Supplier is responsible for complying with all legal regulations that apply to its service, as well as the norms and standards that apply to this service and delivery. All these specifications specified or specified in the order must be met. The supplier must obtain them at their own risk. If the specifications come from our customers, they must be requested from our technical documentation department, if they are not already available to the Supplier. The Supplier must ensure that all storage and operating rules are applied without being asked to do so, and in the event of failure to do so, he will be liable for any damage resulting from ignorance of these rules and regulations.

8.3 Guarantee

The Supplier guarantees faultless operation and suitability for use of its delivery or service for a period of three years from the date of receipt.

8.4 Acceptance

Legal conditions apply to the acceptance of ordered goods or services. Interruptions in work, especially due to fires, strikes, lockouts or civil unrest, relieve us of the obligation to accept for the duration of the obstacle.

9. Patent protection

The Supplier is responsible for ensuring that his/her delivery or service does not infringe a commercial patent and must fully release us from any liability and damages in this regard, to the extent that any party can challenge us in relation to the infringement of their intellectual property rights arising from the Supplier’s delivery or service or from our use of the delivery or service. The supplier must provide us with unrestricted use and exploitation, as well as the right to further hand over its delivery or service in the context of the above-mentioned intellectual property rights.

10. Quality Management

The supplier guarantees compliance with quality standards in accordance with ISO 9001 to the extent necessary to assess the maintenance of quality standards and will allow the necessary access to its business premises to that extent. The supplier must disclose any specifications, guidelines, processes, record notes, or other special needs required for this purpose.

11. The Salvatorian Clause

The invalidity of individual provisions of these terms and conditions shall not affect the binding effect and legal validity of the other provisions contained herein.

12. Confidentiality

Samples, models, drawings, devices and other aids remain our material and intellectual property and can only be disposed of by us. These aids may only be used to execute our orders and may not be made available or handed over to third parties. They must be returned to us free of charge when the order is delivered.

13. Place of fulfillment

The place of fulfillment is the specified delivery address, unless otherwise agreed.

14. Court of jurisdiction

The court in Varaždin has jurisdiction over both parties.