I. Contract Duration
The General Terms of Sale apply to all sales contracts concluded between TEHNOGUMA d.o.o. Zagreb (hereinafter referred to as the Supplier) and customers starting from January 1, 2018. The General Terms of Sale form an integral part of all transactions between the parties unless the parties have agreed otherwise in writing. If the parties have expressly agreed otherwise, the General Terms apply to all matters that the buyer and supplier have not agreed upon in writing. The buyer can review the General Terms of Sale at any time on the supplier’s website. All statements and notices within a transaction between the parties shall be exchanged in writing. Each party is obliged to notify the other of any change of address or other relevant information.
II. Scope and Validity of the Offer
The offer must include: the subject, quantity, and price of the goods sold, payment terms, delivery time, and delivery method. The validity period of the offer is 3 days from the date the offer is issued, unless otherwise agreed. The offer is considered accepted when the supplier receives written confirmation of the offer from the buyer or a purchase order sent before the offer’s expiration. By confirming the offer or sending the order, the buyer agrees to the General Terms of Sale.
III. Scope and Validity of the Contract
The contract must contain: the exact address of the recipient (and payer) of the goods, VAT ID number (OIB), payment method, requirement for necessary certificates, and other data needed for the supplier to perform its part of the contract without obstacles. If any data is missing, it is assumed that the buyer agrees to the supplier’s standard product specifications. The sales contract is valid when confirmed by the supplier in writing and sent to the buyer, unless there is a practice between the parties that order confirmation is not required/customary. The supplier’s obligation under the contract arises when the supplier confirms the order and has all necessary information related to the order, provided the buyer has settled all previously due invoices and financial obligations to the supplier. The buyer may modify or cancel the order only if the order has not yet been executed or if its execution can be canceled. Only written amendments and cancellations of orders are valid. In case of order cancellation, the buyer will be liable for all costs incurred related to the cancellation, which the supplier may charge either based on actual costs or on a flat-rate basis amounting to 25% of the contract value or at least €30.00.
IV. Delivery of Goods
The delivery deadline must be stated on the order confirmation and starts on the day the supplier confirms the order or when the supplier receives an advance payment on its bank account. Delivery is deemed executed at the moment the buyer takes over the goods at the supplier’s warehouse or another agreed place. The supplier reserves the right to partial deliveries. In case of force majeure (traffic disruptions or other extraordinary events), the supplier reserves the right to extend the delivery time for the duration of the force majeure. If the buyer collects the goods independently from the supplier, the buyer must do so within 8 working days after being notified that the goods are ready for delivery; otherwise, the supplier reserves the right to charge storage fees amounting to 0.5% of the invoice value per day of delay. After this eight-day period, the buyer bears the risk of loss or damage of goods at the supplier’s warehouse, while the supplier acquires the right to cancel the sales contract by unilateral statement sent to the buyer’s address. If or until the supplier does not waive the sales contract under the above conditions, the supplier will store the goods at the buyer’s expense after the expiration of that period.
V. Delivery Conditions and Inspection of Goods in Terms of Quantity and Quality
The buyer is obliged to inspect the goods immediately upon receipt at the delivery address for quantity and quality. The parties agree that the goods are considered delivered on the date of physical receipt. Upon receipt of goods (confirmed by the buyer signing the accompanying document), the risk of loss or damage transfers to the buyer. The supplier’s price list refers to original packaging of goods (piece, roll, bundle, pallet, etc.). The product quality is deemed appropriate if it corresponds to the supplier’s standard product properties. The quantity of delivered goods may deviate up to 10% from the agreed quantity. Returns after receipt are not possible except under the conditions of the Product Defect Warranty. Returns are exceptionally allowed if the parties have agreed in writing on the possibility of return. In such a case, the supplier charges the buyer for return costs, i.e., all additional transportation costs are borne by the buyer.
VI. Prices and Payment Terms
For individual sales transactions, prices listed in the offer apply. Unless agreed otherwise in the contract terms or the supplier’s written offer, prices do not include delivery costs, cutting to measure, certificates, special packaging, pallets, and VAT. Delivery costs, cutting, certificates, special packaging, and pallets are charged according to the supplier’s valid price list and are separately identified in the offer. If the buyer returns empty pallets within 15 days in the same condition as delivered by the supplier, the supplier will issue a credit note for the amount stated on the invoice. In case of unforeseen additional work or repeated services resulting from the nature of the subject of service, the costs must be specified in the offer annex. For the period from contract confirmation to the agreed delivery date, the supplier reserves the right to change prices based on the actual increase in procurement costs of input goods. The supplier issues an invoice to the buyer, which is due within the agreed payment term and is considered paid when the supplier receives the funds on its bank account. The buyer may object to or refuse the invoice in writing no later than 8 working days from the invoice receipt date. After this period, refusal is no longer possible. In case of late payment, the supplier reserves the right to charge statutory default interest. In case of payment delay longer than 30 days, the supplier has the right to unilaterally change the agreed payment term and suspend all further deliveries until the buyer settles its outstanding obligations. The buyer must fulfill its obligations to the supplier regardless of the non/payment of its own customers and business partners.
The supplier has the right to offset the buyer’s counterclaims against the supplier, provided the buyer’s claims are undisputed and due.
VII. Warranty for Product Defects
The buyer is obliged to submit a written complaint to the supplier for any defects immediately upon receipt, and for hidden defects no later than 30 days from the delivery date; otherwise, the buyer loses warranty rights. The supplier will not be liable for defects or faults if they result from the buyer’s wrong order, improper use of the goods, or damage caused by the buyer’s lack of due care, insufficient control, maintenance, or improper use of the goods. In case of a justified complaint, the buyer has the right to request repair, replacement delivery, price reduction, or refund of the paid amount. The buyer is obliged to return the claimed goods to the supplier in the condition and quantity in which they were received. Costs and damages caused by improper storage, processing, or use of the goods by the buyer are solely borne by the buyer. In case of a complaint, the buyer is obliged to pay the supplier the undisputed part of the purchase price.
VIII. Liability
The supplier guarantees that the delivered goods will be free of defects and in accordance with the order confirmation. In case of identified deviations from the agreed quantity or quality, the supplier undertakes to replace or repair the claimed goods. The supplier is not liable for any damage to the buyer due to production loss, profit loss, or opportunity cost. In any case, the supplier’s liability will not exceed the financial amount of the claimed goods.
IX. Retention of Title
Delivered goods remain the property of the supplier until full payment by the buyer. In case of subsequent processing, treatment, joining, or mixing, the supplier remains the owner of the goods until full payment, corresponding proportionally to the ownership share of the new product in the financial value of the delivered goods. In case of resale of goods, the buyer assigns all claims for the sold goods to the supplier until the final settlement of obligations, including statutory default interest and potential collection costs.
X. Trade Secret
The parties are obliged to keep all information related to the business relationship (written, oral, or otherwise, directly or indirectly) as a trade secret.
XI. Final Provisions
The supplier reserves the right to change contract terms without prior notice. Any amendment or supplement to the General Terms of Sale is valid only in writing. If one or more provisions of the General Terms become invalid or unenforceable, this will not affect the validity of the remaining provisions. Any disputes arising between the contractual parties will primarily be resolved amicably; otherwise, the jurisdiction is agreed to be with the competent court in Zagreb, applying the substantive and procedural law of the Republic of Croatia.umno, u protivnom se ugovara nadležnost stvarno nadležnog suda u Zagrebu, uz primjenu materijalnog i postupovnog prava Republike Hrvatske.