I. Duration of the Contract
These general terms and conditions of sale apply to all sales contracts concluded between the company TEHNOGUMA d.o.o. Zagreb (hereinafter referred to as the “supplier”) and customers, starting from January 1, 2018. The general terms and conditions of sale are an integral part of all transactions between the parties, unless the parties have agreed otherwise in writing. If the parties have explicitly agreed otherwise, the general terms and conditions shall apply to everything that the buyer and the supplier have not agreed upon in writing. The buyer may review the general terms and conditions of sale at any time on the supplier’s website: https://tehnoguma-zg.hr. All statements and notices within a transaction between the parties shall be exchanged in writing. Each party shall notify the other of any changes in address and other relevant information.
II. Scope and Validity of the Offer
The offer must contain: the subject matter, quantity, and price of the goods sold, payment terms, delivery time, and method of delivery of the goods. The validity of the offer is 3 days from the date of issue of the offer, unless otherwise agreed. The offer shall be deemed accepted when the supplier receives written confirmation of the offer from the buyer or a purchase order sent before the expiration of the offer validity period. By confirming the offer or sending the purchase order, the buyer agrees to the general terms and conditions of sale.
III. Scope and Validity of the Contract
The contract must contain: the exact address of the recipient (and payer) of the goods, tax identification number, payment method, request for necessary certificates, and other information that is necessary for the supplier to carry out its part of the contract smoothly. If any of the information is missing, the buyer is deemed to agree with the standard features of the seller’s goods. 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 confirmation of the order is not required/ customary. The supplier’s obligation under the contract shall arise when the supplier confirms the order and has all the necessary information related to the order, and provided that the buyer has settled all previous invoices and financial obligations to the supplier. The buyer may amend or cancel their order only if the order has not yet been processed or its processing can be cancelled. Only written amendments and cancellations of orders shall be deemed valid. In the event of cancellation of an order, the buyer shall be responsible for all costs incurred in connection with the cancellation, which the supplier may charge at the actual cost or on a flat-rate basis at 25% of the value of the contract or at a minimum of HRK 200.00.
IV. Delivery of goods
The delivery deadline must be stated on the order confirmation and will start on the day the supplier confirms the order or when the supplier receives an advance payment into their bank account. Delivery is made at the moment when the buyer takes over the goods at the supplier’s warehouse or at another agreed location. The supplier reserves the right to make partial deliveries. In the event of force majeure (traffic disruptions or other exceptional events), the supplier reserves the right to extend the delivery time for the duration of the force majeure. In the event that the buyer independently picks up the goods from the supplier, the buyer is obligated to do so no later than 8 working days after receiving notification that the goods are ready for delivery; otherwise, the supplier reserves the right to charge the buyer for storage costs in the amount of 0.5% of the invoice value for each day of delay. After the eight-day period for pick-up has expired, the buyer bears the risk of loss or damage to the goods at the supplier’s warehouse, while the supplier acquires the right to cancel the sales contract by a unilateral statement sent to the buyer’s address. If or as long as the supplier does not cancel the sales contract under the conditions of the previous sentence, the supplier will store the goods at the buyer’s expense after the expiry of that period.
V. Conditions of delivery of goods and their control in terms of quantity and quality
The buyer is obligated to inspect the goods for quantity and quality immediately upon receipt at the delivery address. The parties agree that the goods are considered delivered on the date of physical receipt thereof. Upon receipt of the goods (confirmed by the buyer’s signature on the accompanying document), the risk of loss or damage passes to the buyer. The supplier’s price list applies to the original packaging of the goods (piece, roll, pallet, etc.). The quality of the product is considered appropriate if it corresponds to the standard properties of the seller’s goods. The quantity of the goods delivered may deviate by up to 10% from the contracted amount. Return of goods after receipt is not possible, except under the conditions of the Product Warranty. Return is exceptionally permitted if the parties have agreed in writing on the possibility of return. In that case, the supplier charges the buyer for the return costs, and the buyer bears all additional transport costs.
VI. Prices and Payment Terms
For individual sales transactions, the prices listed in the offer apply. If the terms of the Contract or written offer of the supplier are not agreed upon, the prices do not include delivery costs, cutting to size, 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 identified separately in the offer. If the customer returns empty pallets in the same condition in which they were delivered by the supplier within 15 days, the supplier issues a bookkeeping charge for the amount stated on the invoice. In the event of unforeseen additional work or in the case of repeating services or parts of services that result from the properties of the service object, the costs involved must be specified in the offer annex. From the day of confirmation of the Contract until the agreed date of delivery of the goods, the supplier reserves the right to change the prices in relation to the actual increase in procurement prices of input goods. The supplier issues an invoice to the customer, which is due for payment within the agreed payment term and is considered paid when the supplier receives financial funds from the customer in their bank account. The customer may raise objections or reject the invoice in writing no later than 8 working days from the day of receipt of the invoice. After this period, it is no longer possible to reject the invoice. In the case of late payment, the supplier reserves the right to calculate and charge statutory default interest. In the case of late payment exceeding 30 days, the supplier has the right to unilaterally change the agreed payment term of the customer and suspend all further deliveries until the customer settles their due obligations. The customer must settle their obligations to the supplier, regardless of their own customers’ and business partners’ payments or non-payments.
The supplier has the right to set-off the customer’s counter-claims against claims of the supplier, provided that the customer’s claims are undisputed and due.
VII. Product Warranty
The customer is obliged to notify the supplier in writing of any defects in the goods immediately upon receipt, and of their hidden defects no later than 30 days from the date of delivery, otherwise the customer loses their rights arising from the warranty. The supplier will not be liable for any defects or malfunctions of the goods if they result from the customer’s incorrect order, if the goods are not used in accordance with their intended purpose, or if damage occurs due to the customer’s lack of due care, insufficient control, maintenance, or improper use of the goods. In the event of a justified complaint, the customer has the right to request repair, replacement delivery, a price reduction, or a refund of the amount paid. The customer is obliged to return the advertised goods to the supplier in the condition and quantity in which they were received. The customer bears exclusively the costs and damages caused by improper storage, processing, or use of the goods. In the event of a complaint, the customer is obliged to pay the undisputed part of the purchase price
The Supplier warrants that the goods delivered will be free from defects and in accordance with the order confirmation. In the event of any deviations from the agreed quantity or quality, the Supplier undertakes to replace or repair the complained goods. The Supplier shall not be liable for any damages to the Buyer arising from loss of production, profit or opportunity costs. In any case, the Supplier’s liability shall not exceed the amount of the advertised goods.
IX. Reservation of Ownership
The delivered goods remain the property of the Supplier until full payment has been made by the Buyer. In the event of subsequent processing, treatment, merging or mixing, the Supplier remains the owner of the goods until full payment has been made, in proportion to the ownership interest in the financial amount of the delivered goods. In the case of resale of the goods, the Buyer assigns all claims for the sold goods to the Supplier until the final payment of obligations, including legal interest and potential costs of collecting claims.
X. Business Secret
The parties are obliged to keep all information related to the business relationship (in written, oral or other form, directly or indirectly) as a business secret.
XI. Final Provisions
The Supplier reserves the right to change the terms of the contract 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 of sale become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Any disputes that may arise between the contracting parties shall be primarily resolved by mutual agreement; otherwise, the jurisdiction of the competent court in Zagreb is agreed upon, with the application of substantive and procedural law of the Republic of Croatia