These sales conditions shall be applied for 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, phone or written query, 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 making, unless the offer defines otherwise.
All the offers and documents that the Seller encloses to the offers (i.e.: sketches, pictures, diagrams, weight and availability data) are informative and not binding to the Buyer, unless the Seller informs the Buyer in a written form 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 that documentation, multiply it, distribute or otherwise introduce it to the third parties.
2.2. Acceptance of an offer (contract or the Buyer´s purchase order)
The Buyer accepts the offer by a written Purchase Order (email, fax, mail...) The Order must contain: precise 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 about all objections to the Offer within 3 days of sending Confirmation. If the Buyer does not request a change or withdraws the Purchase Order in writing during that period, the Seller shall consider that the Buyer has fully accepted the conditions of the Confirmation.
Prices shall be formed on the basis of the current calculation factors in accordance with 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 a day after a day on which the Seller has sent a written Confirmation to the buyer and if the following conditions have been met:
- the Buyer has met all previously contracted commitments
- all technical details regarding the Offer have been agreed
- the advance, if agreed upon, has been fully settled.
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 ready for shipment before the deadline. Partial or preterm shipments are valid.
The Seller has a right to extend the date of delivery in case of "force majeure" or unforeseen difficulties. Force majeure means an 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 with the cancellation of the Purchase Order and the Buyer cannot demand any indemnification caused 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 transportation vehicle.
The type and quantity of goods are confirmed upon by the representatives of the Buyer and the Seller jointly. Risk from damages or destruction of goods shall switch from the Seller to the Buyer at the time of takeover of the goods.
It is considered that the shipment has been done once the Buyer or his transporter take over the product from the warehouse of the Seller and after the delivery all risks regarding the sold product shall be born 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 a right to charge demurrage fee on its own warehouse.
Unless agreed otherwise in the Contract, the Seller shall receive the payment according to pre-invoice.
The Parties agree that creditor-debtor relation arises from the date of takeover of the contracted goods, and the Seller commits to send an invoice to the Buyer within 3 days from the shipment date.
The Buyer shall pay by money order against the account of Končar-MES d.d. A day when the the money is transferred to the Seller´s business account shall be considered as a day of payment obligation fulfilment.
In case of non-payment of delivered goods, the Seller shall send the notice of outstanding payments. If the Buyer fails to meet the payment obligation, the Seller has a right to exercise the ownership right and demand from the Buyer to return the goods.
If that is the 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 release the Buyer from the obligation to complete the payment within the agreed deadline.
4. Complaints and warranties
The seller guarantees that the goods delivered to the Buyer has no damages. The Buyer has an obligation to inspect the received goods. In case of any flaws, the Buyer shall submit a complaint within 8 days as of the delivery date. For shipments where complaints arise due to transportation the complaint form has to be cosigned by the transporter.
The Seller shall be liable for latent flaws that show up to 12 months from the shipment of goods, unless otherwise agreed upon 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 objection is reached, or otherwise the Buyer shall be liable for any damages and costs.
The Seller is not liable for errors due to product´s inbuilt components which the Buyer provided for the installation.
If the request from the complaint is valid, the Seller shall repair the disputable product or replace it as soon as possible, with respect to the same parity the advertised product was originally delivered.
The Seller shall not accept any additional costs or possible damages incurred in any possible manner to the product with a flaw, 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 catalogues, manuals and other printed materials are informative, it cannot be the basis for the complaint.
5. Responsibility for Buyers information
The Seller´s Buyers may provide the further buyer with the written and verbal explanations regarding the use of product or equipment to their best knowledge, but which are not binding for the Seller.
All buyer´s potential claims to the Seller, as well as indemnification, which are established to arise from the Buyer´s misinformation or the information in catalogues, leaflets or other marketing materials, shall be excluded.
6. Right to withdraw from the agreement or purchase order
The parties shall try to adjust to the conditions of a new situation
- if during their mutual business any unforeseen disturbances or events that do not depend on the Seller´s will appear or if they occur due to changed conditions
- if, upon concluding business, is discovered that the agreement or the purchase order cannot be met in full or in its base, or such circumstances would inflict significantly substantial losses
If it is not possible to adjust to a new situation, the Seller has a right to withdraw from the Contract or the order, fully or partially, based on the unilaterally written statement. The Seller shall inform the buyer on reasons for withdrawal in written form. If the Seller withdraws from the agreement or the purchase order, pursuant to the provisions of this paragraph, the Buyer has no right to demand any compensation.
7. Final provisions
Parties shall use their best effort to amicably resolve all issues disputed under this Agreement.
In case of the dispute which contractual parties cannot solve amicably, it will be resolved by arbitration in line with the existing Ordinance on resolution of international element dispute before the Permanent Elected Jury at the Croatian Chamber of Commerce.
Language of proceeding and correspondence shall be English, and a place of arbitration Zagreb, Croatia.
KONČAR-MES Inc. 03/2014.