These sales conditions shall apply to all deliveries and actions by KONČAR-MES d.d., hereinafter referred to as the Seller, unless there is a specific written Sales Agreement or specially negotiated conditions for individual affairs approved by the Seller and the Buyer (letter, fax, email).
2.1. Seller´s offer
Upon a verbal, telephone, or written inquiry, the Seller shall make an offer to the Buyer as soon as possible. All the offers and their conditions are valid 30 days from the date of their creation, unless the offer states otherwise. All the offers and documents that the Seller encloses to the offer (i.e. sketches, pictures, diagrams, weight, and availability data) are informative and not binding to the Buyer, unless the Seller informs the Buyer in writing that the enclosed documentation is binding. The Seller shall maintain ownership and copyright over the documentation mentioned in the preceding section. The Buyer must not copy, multiply, distribute or otherwise introduce that documentation to third parties.
2.2. Acceptance of an offer (contract or Buyer´s Purchase Order)
The Buyer accepts the offer with a written Purchase Order (email, fax, mail). The order must contain the exact name of the receiver and the payer of goods, tax number, names, and quantities of the requested goods, requested delivery date, shipment method, and method of payment. The Purchase Order shall be considered valid once the Seller confirms it in writing and it shall be binding for both parties. All further arrangements (by phone, telefax, or in-person), as well as the subsequent changes and amendments, shall be valid only if confirmed by the Seller in writing. If the Buyer unilaterally withdraws the Purchase Order which has already been confirmed in writing by the Seller, the Buyer shall pay all incurring damages related to the Purchase Order (for example, preparation of documentation, preparation of production, costs of special materials and components). The Buyer shall notify the Seller of all the objections to the Offer within 3 days of sending the confirmation. If the Buyer does not request a change or withdraws the Purchase Order in writing during that period, the Seller shall deem that the Buyer has fully accepted the conditions of the confirmation.
Prices shall be formed based on the current calculation factors following offers and including the order confirmation, and shall include Ex Works parity, Zagreb, according to Incoterms 2010.
2.4. Date of delivery
Date of delivery begins the day after the day on which the Seller has sent a written confirmation to the Buyer and if the following conditions have been met:
The Seller shall be deemed to keep the date of delivery if the Buyer has been notified by the Seller that the goods are in stock and ready for shipment before the deadline. Partial or preterm shipments are valid. The Seller has the right to extend the date of delivery in case of “force majeure” or unforeseen difficulties. Force majeure means any event that is beyond the control of the Seller. The Seller shall inform the Buyer about all delivery date extensions in writing. The extension of the delivery date can in no way result in the cancellation of the Purchase Order and the Buyer cannot demand any indemnification triggered by the delay due to the extension of the delivery date.
2.5. Shipment and transport of goods
The Seller sells the goods in standard packaging for road transportation and loaded in a vehicle. The type and quantity of goods are confirmed by the representatives of the Buyer and the Seller jointly. The risk from damage or destruction of goods shall transfer from the Seller to the Buyer at the time of the takeover of the goods. It is considered that the shipment is completed once the Buyer or his transporter takes over the product from the warehouse of the Seller and, after the delivery, all risks regarding the sold product shall be borne by the Buyer. If the Buyer receives a notification that the goods are ready for delivery and fails to organize the transportation within a reasonable time, the Seller has the right to charge demurrage fee for its warehouse.
Unless agreed otherwise in the Contract, the Seller shall receive the payment based on a pre-invoice. The Parties agree that the creditor-debtor relation starts on the date of the takeover of the contracted goods, and the Seller shall send an invoice to the Buyer within 3 days from the shipment date. The Buyer shall pay with a money order at the account of KONČAR-MES d.d. The date when the money is transferred to the Seller´s business account shall be considered as the date of payment obligation fulfillment. In case of non-payment of delivered goods, the Seller shall send a notice of outstanding payments. If the Buyer fails to meet the payment obligation, the Seller has the right to exercise the ownership right and demand from the Buyer to return the goods. In that case, the Seller shall reserve the right to decline further orders from the Buyer, even if they have been already confirmed, as well as stop production and shipment of the product until the due obligations are settled. Any complaints regarding the delivered product do not exempt the Buyer from the obligation to complete the payment within the agreed deadline.
The Seller guarantees that the goods delivered to the Buyer are not damaged. The Buyer must inspect the received goods. In case of any faults, the Buyer shall submit a complaint within 8 days from the delivery date. For shipments where complaints arise due to transportation, the complaint form must be cosigned by the transporter. The Seller shall be liable for latent faults that appear up to 12 months from the shipment of goods, unless otherwise agreed and documented in writing, and shall accept the complaint if the notification sent from the Buyer to the Seller includes the information on the plate and a corresponding picture. The Buyer shall retain the goods until the decision on the complaint is reached, or otherwise the Buyer shall be liable for any damages and costs. The Seller is not liable for faults due to the product´s inbuilt components which the Buyer provided for the installation. If the request in the complaint is valid, the Seller shall repair the disputable product or replace it as soon as possible, regarding the same parity the advertised product was originally delivered with. The Seller shall not accept any additional costs or possible damages incurred in any possible manner to the product with a fault, except the obligation to replace or repair the advertised product as described. Furthermore, all warranties shall become void if the Buyer repairs or alters the product without obtaining a prior written authorization of the Seller or if the equipment has been used incorrectly. Since the information in catalogs, manuals, and other printed materials are informative, it cannot be the basis for the complaint.
The Buyers of the Seller may provide further Buyers with written and verbal explanations regarding the use of product or equipment to their best knowledge, but which are not binding for the Seller. All potential claims of the Buyer to the Seller, as well as indemnification, which are found to arise from the Buyer´s misinformation or the information in catalogs, leaflets, or other marketing materials, shall be excluded.
The Parties shall try to adjust to the conditions of a new situation if:
If adjustment to the new situation is not possible, the Seller has the right to withdraw from the Contract or the order, fully or partially, based on a unilaterally written statement. The Seller shall inform the Buyer of reasons for withdrawal in writing. If the Seller withdraws from the Contract or the Purchase Order, under the provisions of this paragraph, the Buyer has no right to demand for any compensation.
Parties shall use their best effort to amicably resolve all issues disputed under this Contract. In case of a dispute which the contractual parties cannot solve amicably, it will be resolved by arbitration in line with the existing Ordinance on the Resolution of Disputes with an International Element before the Permanent Court of Arbitration of the Croatian Chamber of Commerce. The language of the proceedings and correspondences shall be English, and the place of arbitration is in Zagreb, Croatia.
KONČAR-MES Inc. 03/2014.