1. Validity of the general terms of sale

The general terms of sale specified below regulate all the sales made by the enterprise LAR TRANSPORTNI SISTEMI D.O.O (hereinafter referred to as: “Seller” or “Supplier”) and exclude any general terms of purchase of the customer.

Together with the specifically agreed conditions, the general terms of sale constitute a comprehensive arrangement between the parties.

If the supplier has concluded an agreement with the customer which includes different provisions for individual sale, the general terms of sale apply to all areas not covered by the agreement concluded for individual sale.

2. Means of communication

All the statements and notices between the parties regarding the sale must be in writing.

The notices or documents must include all statutory elements, such as: full recipient and payer addresses, tax ID number and other. Any verbal agreement is binding only if it is also confirmed in writing by both parties.

Each customer is obliged to inform the other party in case of a change of address.

3. Scope and validity of quotation

The quotation must include the following: subject, quantity and price, payment terms, delivery deadline and goods delivery manner.

Unless the parties have not agreed otherwise in writing, the quotation validity deadline is within 15 days from the date of issue. The supplier is bound by the quotation until the expiry of this 15-day deadline. The quotation shall be deemed as accepted when the customer has accepted it in its entirety and if the seller received their written acceptance prior to the expiry of the above deadline.

The terms, deadlines, prices, quality and quantity included in the quotation apply only for specific equipment determined in the quotation, and for this quotation only.

The customer must in no case profit (acquiring a transaction by providing untrue information that has not been confirmed by the supplier) from the provisions on standards, specifications, rules or traditions which would not be accepted by the supplier in written form.

The supplier reserves the right to change any product from the catalogues and other supplier’s publications.

4. Scope and validity of order

The order is valid when the supplier confirms it and informs the buyer about it in writing. The order must include: the full address of the recipient and the payer of goods, the customer statement on the intended use of the goods, the method of payment and other information that the supplier needs for proper and smooth performance.

According to the order, the obligations of the supplier shall become valid when the supplier confirms the order and when the following conditions are met:

–  receipt of all necessary information from the buyer

–  in the case of an advance payment a receipt of payment to the supplier’s bank account

–  in the case of an advance payment the supplier must issue a corresponding prepayment invoice at the moment of the order. The issued invoice must be paid within the due date.

If the customer unilaterally withdraws from the order after the order has been accepted by the supplier, they must pay the costs (15% of the pro-forma invoice value) incurred in connection with the order within eight working days of receipt of the supplier’s written request.

The supplier will accept and fulfil a new order of the buyer provided that all previously issued supplier’s invoices have been settled as well as any other due financial obligations, or otherwise, if the parties agree in advance.

5. Delivery

The delivery deadline starts on the date when the customer accepts the quotation or when the supplier confirms the order, or on the date when the seller receives the payment on his transaction account, if so agreed. The delivery is carried out when the customer takes over the goods at his warehouse or at another location determined by the customer.

The supplier is not responsible for any delays in the supply of goods that have resulted from the reasons over which they have no influence, such as force majeure (fire, war, strike, disruption of the transport route or supply of raw materials).

The seller is obliged to inform the buyer about the occurrence of such circumstances.

If the cause for the delay occurs on part of the customer, the equipment will be stored and managed at the expense and risk of the customer.

If the supplier is fully responsible for the delay, the customer is entitled to payment of a contractual penalty totalling 0.2% of the contractual price of the equipment that was not delivered on time for the delay of each whole week starting after four weeks of delay, but not exceeding 3% of the contractual price of the equipment that was not delivered on time. This contractual penalty represents the total compensation for damages from the title of delay and excludes any other damages.

6. Prices

The agreed prices are the prices which were specified in the quotation for factory packaging, EXW, warehouse, and supplier. The prices do not include VAT, unless specified otherwise.

7. Transport, type, quantity and handover of the goods

The type and quantity of goods delivered is jointly determined by the customer and supplier or on his behalf by the carrier at the unloading site.

The parties agree that the goods are delivered on the day of the direct takeover of the goods. Unless otherwise specified, the goods come under the ownership of the customer from the date of fulfillment of the payment obligation.

Upon acceptance of the goods which the buyer confirms in writing by signing the accompanying document, the customer also takes over the risk. The supplier has the same rights from the title of this accompanying document as if they delivered the goods themselves.

The customer must provide all the necessary equipment for unloading the received consignment, unless otherwise agreed.

8. Payment method and deadline

a) The buyer is obliged to pay the goods delivered within the 30-day due period from the date of delivery, unless the parties have expressly agreed otherwise or the goods have been paid according to the pro-forma invoice. The payment obligation is met when the supplier receives the cash on his transaction account.

The supplier is obliged to send the invoice the same or at the latest on the day following the delivery of the goods. The customer undertakes that upon payment or securing of payment they shall inform the supplier in writing about which payment obligations are being settled. If the seller does not receive this notice, they will consider that the customer is paying the obligations in consecutive order and shall inform the customer who can contest this within 8 days from the day of the notice.

b)  In the case of late payment, default interest is calculated in accordance with the Statutory Default Interest Rate Act. The supplier will send the customer an interest calculation which the customer is obliged to settle within 8 days from the date the invoice was issued.

c)  If the customer does not settle their obligations within the contractual term, the seller has the right to immediately stop all supplies of goods until the buyer settles all outstanding liabilities. The goods become the customer’s property when the purchase price has been fully paid together with interest. Otherwise, the supplier has the right to demand the return of all goods or part of the goods which has not been yet paid. In the event that the customer has remodelled or sold the goods, the supplier may, at his own discretion, select other goods of the same total value.

The customer must settle their obligations to the supplier regardless whether the payments of their own customers have been made.

9. Warranty

The supplier guarantees that the goods sold are flawless in terms of construction, workmanship and materials. The warranty is valid for a period of 12 months, calculated from the date of installation, but not longer than 18 months from the date of sale.

The supplier does not accept warranty for goods sold in the following cases:

– if faults occur due to built-in construction carried out by the customer,

– if the customer repairs or alters the equipment without the prior written permission of the supplier,

– if damage or an accident occurs due to lack of vigilance, insufficient supervision or maintenance, and improper use of the equipment,

– due to any other causes not arising from the equipment and which are not caused by the supplier.

During the one-year warranty period, the supplier undertakes, at their own discretion and expense, to repair the equipment or to eliminate the defects as soon as possible. The liability of the supplier under the guarantee is expressly limited to the satisfactory elimination of the defects and excludes the supplier’s liability for any other damage.

10. Complaints

The supplier considers complaints due to any apparent defects only when these complaints are actually justified and when the supplier was immediately informed of their existence by the customer with a written record, otherwise the customer loses the right arising from this title. Complaints due to hidden defects are settled in accordance with Article 482 of the Obligations Act.

The supplier is not liable for hidden defects that become evident after 6 months following the delivery of the goods.

2.

The customer must store the goods which are subject of the complaint, until the complaint is resolved. In the event of a complaint, the customer is obliged to pay the supplier an indisputable part of the purchase price.

If the authorised service centre of the supplier determines on site that this was only a case of false information about the product or that the goods have a defect or fault, the supplier is entitled to receive reimbursement for the costs incurred. The customer or the end user has no right to allow a third party to make any interventions or conduct repairs of a defective or faulty product without the prior written permission of the supplier, otherwise the warranty will expire.

11. Secret

All technical information (sketches and technical documents) received by the customer from the supplier shall remain the supplier’s property. The customer can only use them for the purpose of equipment operation and maintenance. They must not be disclosed, knowingly or unknowingly, to any third party. The customer ensures that they will treat all information they receive with due diligence as if they were a trade secret.

12. Final provisions

Any modification or amendment to these general terms of sale is valid only in writing. All disputes arising from the interpretation or implementation of this agreement which the parties would be unable to resolve amicably, shall be settled by the competent court at the location of the supplier’s registered office.

LAR TRANSPORTNI SISTEMI, d.o.o.

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