General Terms of Sale and Supply

I. PREAMBLE

Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products that we sell. Customer shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding to the contractual relationship between the Customer and the Company.

II. DEFINITIONS AND INTERPRETATION

In these Terms:

„Company “means Altpro d.o.o.;

“Customer” means the customer for the Products identified on the online order form or purchase order or other order form submitted to Company;

“Force Majeure Event” means an external event arisen before maturity of an obligation, which could not have been foreseen at the time of contract conclusion, nor could any of the parties prevent, avoid or eliminate it, and which is responsibility of none of the parties;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include industrial property rights, copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, software, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Products” means the products that are or may be purchased by the Customer from Company under these Terms;

“Terms” means these terms of sale and supply;

“Site” means the place of the installation of the Products.

III. GENERAL

These Terms are applicable to all deliveries, services and offers of Company. These Terms shall prevail over any terms and conditions of Customers’ orders to which Company has not given express written approval or to the extent of any inconsistency.
All agreements and legally relevant declarations of the parties to the contract (“Contract”) must be in writing to be valid.
The Contract between the parties is deemed concluded when Company confirms its acceptance in writing, whereas, in case of distribution agreement, a distribution agreement is deemed concluded when the parties sign the same.
The application of the Customer’s general terms and conditions of business is hereby repudiated. Any possible mistakes contained in sales prospects, price lists or other documentation may be rectified by us without incurring any responsibility for damages arising from such mistakes.

IV. ORDERS AND OFFERS

All orders for Products placed by the Customer must be submitted either by mail (sales@altpro.hr), fax (00385 1 3666 078) or by registered mail with the confirmation of receipt sent to the seat of the Company.
All orders for Products placed by the Customer are subject to acceptance by the Company, and no order will be deemed to have been accepted by Company unless such acceptance has been confirmed in writing by an authorised representative of Company to the Customer, either by e-mail, fax or by registered mail with the confirmation of receipt sent to the seat of the Customer, using the communication details as made available by the Customer to the Company.
Company may reject any order placed by the Customer if there is an insufficient supply of Products which prevents Company from being able to fulfil such order.
Company will not be bound by any terms of business attached to the Customer’s order and, unless those terms of business are expressly agreed by an authorised representative of Company, the Customer agrees that those terms are excluded.
Drawings, illustrations, dimensions, weights and other supply specifications are only binding if this is expressly agreed in writing. Drawings and documents enclosed with a quotation are only for the personal use of the recipient and may neither be duplicated nor made accessible to third parties without our express consent.
The prices on our price list are subject to change at any time without prior notice if economic changes make this necessity. The prices which apply are those specified in our order acknowledgement, which are subject to VAT (value added tax) at the current rate. Additional goods and services will be invoiced separately.
Quotations containing obvious errors in content, printing, calculation, arithmetic or spelling are not binding on us and will give rise to no claim either to performance or damages.
The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification).

V. DRAWINGS,TECHNICAL DOCUMENTATION AND TOOLS

Unless otherwise agreed upon, information provided in brochures, catalogues or the Internet are not binding. Data provided for in technical documents are only binding in so far as having been expressively stipulated as such by the Company.
Each party to the Contract retains all rights to technical documents provided to the other. The party receiving such documents recognises these rights and shall not make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were handed over without the prior written consent of the other party.
Where any design or specification has been supplied by the Customer for manufacture by or to the order of Company then the Customer warrants that the use of those designs or specifications by Company do not infringe the rights of any third party and the Customer will indemnify Company against all claims and actions arising out of the use by Company of those designs or specifications.
Tools and moulding tools of all kinds remain in all cases the property of Company with exception of those provided by the Customer.

VI. REGULATIONS IN FORCE IN THE COUNTRY OF DESTINATION AND SAFETY DEVICES

The Customer shall, on or before placing the order, draw the attention of Company to the standards and regulations applicable to the execution of the Products and services and to their operation.
Unless otherwise agreed upon, the Products and services shall comply with those standards and regulations at the place of business of the Customer of which Company has been informed under the clause above.

VII. PRICES

Prices are in Euro or Kuna and exclude packing, postage, freight as well as value-added tax under the statutes in force on the day of invoicing all of which the Customer shall bear.
Prices do not include taxes, customs duties or similar charges that could arise inside or outside of the Republic of Croatia as a result of the conclusion or execution of the Contract. In case we are debited with such charges we shall be entitled to claim the same from the Customer.
If following conclusion of the Contract considerable cost increases or decreases take place without our influence and which were not foreseeable, particularly by reason of tariff agreements or material price changes we reserve the right to change our prices in the same proportion. We shall provide evidence of these to the Customer upon request. If this higher price exceeds the agreed price by 20% or more, the Customer shall be entitled to withdraw from the Contract. To assert this right the Customer shall be obliged to declare the withdrawal without undue delay.

VIII. PAYMENTS

All invoices issued by the Company shall be paid by the Customer according to the terms offered in the Offer and stated on the Invoice, unless otherwise agreed in writing between the Company and the Customer. In the event of late payment, the Company may charge interest on the amount outstanding at the rate prescribed by the Croatian law for the outstanding period in force from the due date until the date of payment. If any portion of the payment is received by the Company after the payment due date as set forth on the invoice or otherwise agreed upon, or if any portion of the payment is received by the Company in funds that are not immediately available, then a late payment penalty shall be due to the Company. The late payment penalty shall be the portion of the payment not received by the payment due date multiplied by a late factor. The late factor shall be the interest rate (in decimal value) which may be levied by Croatian law, compounded daily for the number of days from the payment due date to and including the date that the Customer actually makes the payment to the Company.
If any amount of an invoice is disputed, the Customer shall inform the Company of the grounds for such dispute within seven days of delivery of the Products and shall pay to the Company the value of the invoice in accordance with the payment terms. Once settlement of the dispute has been agreed, any disputed sum then outstanding shall be payable in the period of 30 days.
The Company reserves the right to increase a quoted fee in the event that the Customer requests a variation to the work agreed. If the Customer does not agree with the cost of the requested variation, work is to be continued as agreed in the initial Contract.
The Customer shall bear all charges pertaining to issuance of bank guarantees, money transfers or letters of credit, unless agreed otherwise in writing.
Unless expressly agreed otherwise, the prices mentioned to the customer shall not include any governmental taxes, VAT, levies or other charges that may become due on account of the sale or purchase of the goods and materials. The customer shall be exclusively liable to pay such taxes, levies or charges and, if they are charged to us or need to be paid by us as a matter of law, the customer shall reimburse the same to us without delay.

IX. CANCELLATION

In view of the nature of the goods and services, any order – once confirmed by the Company – is not cancellable. Cancellation of the Order by the Customer will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by a sub-contractor on account of their expenses, work or cancellation conditions will be reimbursed to the Company forthwith. In addition, the Company may request the payment of the opportunity cost incurred as a result of the lost profit.

X. DELIVERY & INSTALLATION

Unless otherwise agreed in writing, Products shall be delivered EXW – ex Works (Incoterms 2020).
Partial delivery/performance of Products ordered is permissible. Where the Products are to be delivered/performed in instalments as agreed by the Parties, each delivery/performance shall constitute a separate contract and failure by the Company to deliver/perform any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
Where in relation to the delivery/provision of Products, works need to be performed by Company at a Site, the Customer shall at its own costs and expense, take all necessary measures, to prepare the Site and ensure that the Site is suitable and ready for the commencement of the works. The Customer is responsible for all things related to the Site and shall supply the Company with such labour, information, facilities, equipment and any other materials and tools which the Company requires for the delivery/provision of the Products, information relating to the Site and all auxiliary services required by the Company which are relevant for the purposes of the delivery/provision of the Products.
The Customer shall provide to the Company and its subcontractor’s personnel assistance for obtaining visas, work and residential permits to the extent required for the carrying out of the works at the Site as well as with regard to any permits required for leaving the country.
Where the acceptance of Products is required by the Customer:
- The Customer shall perform Factory acceptance test – FAT within two weeks from the date that the Customer receives the Company’s declaration that the Products are ready for acceptance. Upon performing FAT, the Customer shall have two weeks to declare its acceptance of the Products. FAT will be performed in the Company; other conditions will be agreed upon separately.
- The Customer will be deemed to have accepted the Products if (a) the Products are put in use by the Customer for commercial purposes or for other purposes other than for testing; (b) it fails to respond to the Company’s declaration for readiness for acceptance within 2 weeks from the declaration; or (c) it fails to accept the Products within the two (2) weeks period from the FAT without providing any written reasons or specific details of such refusal.
- The Customer shall not be entitled to withhold acceptance for (a) defects which do not materially affect the usage of the Products; (b) minor deviations deficiencies which do not materially affect the functioning of the Products; (c) defective installation or erection not carried out by the Company; or (d) reasons which are not within the reasonable control of the Company.
- Any costs and expenses related to the inspection and/or acceptance of the Products shall be borne by the Customer.
- The Delivery Date(s)/readiness of the Company may be extended/, at the Company’s discretion and by written notification to the Customer, by such further periods as may reasonably reflect any delay which will or may be or has been caused by any of the following events:
  - Force Majeure, as provided in Clause 2
  - Any suspension of the Contract
  - Any breach of Contract by the Customer
  - Any other circumstances where the Company is entitled under law to have an extension of time.

Where the Customer does not require the acceptance of Products to be performed, it is deemed that the Customer accepted the Products upon placement of the Order.
The Company shall not be liable for any delays due to an act or omission of the Customer (including but not limited to any failure of the Customer to comply with any of its obligations under the Contract (“Customer’s Default”)). Where there is a Customer’s Default, the Company shall be entitled to claim such increase in costs incurred by the Company as a result of the Customer’s Default.
The Company will remedy for any Products or any part thereof that has been wrongly delivered/performed or over supplied.
If the Customer is in default with delivery due date, the Customer is obliged to pay the Company storage charges of 0.5% per month of the price of the goods purchased, however, a maximum of 5%, beginning one month after notification of readiness for delivery. The contractual parties shall have the right to verify and to claim that storage costs were higher or lower. We reserve all further claims and rights available to us.
If the Customer culpably breaches other duties of cooperation, we are entitled to claim compensation for the damages we have suffered in this respect, including any extra costs. We reserve all further claims and rights.

XI. TITLE AND RISK

Unless otherwise agreed in writing between the Parties, risk of damage to or loss of the Products shall pass to the Customer according to the agreed Incoterms parity.
Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, title in the Products shall not pass to the Customer until the Company has received in cleared funds payment in full of the price of the Products and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
Until such time as title in the Products passes to the Customer, upon maturity of payment, the Company shall be entitled at any time to require the Customer to deliver up the Products to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party (whose cooperation the Customer hereby undertakes to procure) where the Products are stored and repossess the Products. Until such time as in accordance with this provision the title passes to the Customer, the Products shall not be pledged or given as security or resold by the Customer and the Customer undertakes to store the Products in its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the Company’s Products.
The Customer shall reimburse the Company for any expenses and costs to the Company in recovering any Products arising from any non-compliance by the Customer with the terms of clause 3.

XII. INSPECTION AND TAKING-OVER OF THE PRODUCTS AND SERVICES

According to its own practices, Company shall inspect the Products before dispatch. If the Customer requests additional testing outside of Company established procedures for Product quality control, this has to be specially agreed upon and paid for by the Customer.
The Customer shall inspect the Products and services including partial Products and partial services within a reasonable period upon taking over the risk (according to agreed Incoterms parity) and shall immediately notify the Company in writing of any deficiencies. If the Customer fails to notify Company of any visible deficiencies within 7 days after the delivery of Products and services to the Customer, the Products and services including partial Products and partial services shall be deemed to have been taken over or accepted by the Customer.
During the six month period after taking over of the Products any claim to the Company which is based on any hidden defect of the Products (whether or not delivery is refused by the Customer and where the defect or failure was not apparent on reasonable inspection) be notified to the Company immediately after discovery of the alleged defect or failure. In the notice of defect, the Customer shall describe in detail a deficiency in question as well as to invite the Company to inspect the Product.
Having been notified of deficiencies the Company shall as soon as possible remedy them, and the Customer shall provide such cooperation and assistance to enable the Company to remedy the deficiencies. After remedy of such deficiencies, a taking-over test may be carried out at the request of the Customer or of the Company. After acceptance or deemed acceptance of the Products and services, the Customer shall not be entitled to reject the Products and services which are not in accordance with the Contract.

XIII. WARRANTIES

The Company warrants that it will perform the works where required with reasonable care and skill and that the Products will correspond with their specification at the time of delivery (transfer of risk) and will be free from defects in material and workmanship under normal use and service for a period of twenty four (24) months (“Warranty Period”) from the date of delivery (transfer of risk) of the Products, unless the period is otherwise agreed in writing. In case the date of delivery exceeds one month from the agreed delivery date, and the Customer is informed that the Products are ready for delivery, it is deemed that the Warranty Period commenced to run with the first month from the notice that the Products are ready for delivery.
If the Products are repaired or replaced during the Warranty Period, the period of Warranty for replacements and major repairs shall be the same (24 months) as per the original Product which was replaced. In case of minor repairs, the warranty period will be extended for the period of time during which the Product was being repaired.
The Company shall be under no liability under Clause 1 and 2 whatsoever:
in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer;
in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Products without the Company’s approval or improper or inadequate maintenance by the Customer;
In respect of minor deviations from the drawings, design or specifications supplied by the Company which do not materially affect the commercial use of the Products;
If the Products have been used in a manner or under a circumstance or for a purpose not reasonably to be inferred by the Company or disclosed to the Company prior to making the Contract;
If the total price for the Products has not been paid by the due date for payment (in that case warranty period continues but it is not possible to claim it);
If the Customer permits persons other than the authorised representative of the Company to effect any replacement of parts, maintenance adjustments or repairs to the Products;
Save for the warranties specified in Clause 1, all other warranties, conditions or other terms implied by statute or law are excluded to the fullest extent permitted by law. The Company specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.
Where any valid claim in respect of any of the Products which is based on any defect regular functioning is notified to the Company during the Warranty Period and in accordance with these Terms, the Company’s sole liability shall be to repair the Products or replace the Products (or the part in question) free of charge at the Company’s sole discretion, or refund to the Customer the price of the defective Products (or a proportionate part of the price).
The benefit of this Warranty shall apply only to the Customer.
Unauthorized tampering with the product’s hardware, software or any other part of the product automatically cancels the product’s warranty.

XIV. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that:

All trademarks, copyright and other intellectual property rights (“Intellectual Property”) embodied in or in connection with the Products and any related documentation, parts or software are the sole property of Company or its supplier.
All Intellectual Property of Company or its suppliers may only be used by the Customer with the consent of Company or its suppliers, during the continuance of any relevant Contract, and such consent extends only to use essential for the purposes stated in it. Any licensing of Intellectual Property rights in any software Products supplied to the Customer will immediately cease upon expiry or termination of the relevant license agreement that governs their use.
The Customer must not, during or after the expiry or termination of any relevant Contract, without the prior written consent of Company or its suppliers, register or use any trademarks, trade name, domain name, trading style or commercial designation or design used by Company or its suppliers in connection with the Products.
The Customer will indemnify Company against all liabilities, damages, costs and expenses which Company may suffer or incur as a result of work done in accordance with the Customer’s specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by Company, and which results in the infringement of any Intellectual Property of any person.

XV. GOVERNING LAW

These Terms shall be subject to and construed in accordance with the laws of Croatia and the parties hereby submit to the exclusive jurisdiction of the Croatian courts.

XVI. PARTIAL INVALIDITY

Should any of the provisions hereof be declared or become void or shall be deemed as illegal or unenforceable, such void, invalid or unenforceable provision, as the case may be, shall be immediately replaced by another provision by the Company and such will not influence the validity of the entire Terms.

GTSS are valid as of 01.01.2020.

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