General business terms
1. Definitions of General Business Terms
These General Business Terms establish the business relation between the company DOMUS ET CETERA d.o.o. (hereinafter called the Seller) and Buyers of goods and products from the Seller's product range (hereinafter called goods). These General Business Terms apply to all business relations between the Seller and the Buyers, unless agreed otherwise. In that case, only written agreements are considered valid agreements. In the event that the Buyer has different general business terms which deviate from these, the contract parties both agree to respect these business terms, unless agreed otherwise.
2. Product range
Without prior notice, the Seller can introduce new goods or withdraw certain goods from the Product offer. The Seller is bound to deliver the goods for which the order has already been confirmed.
3. Offers and orders
To accept the offer and confirm the order, 50% of the order value needs to be paid for in advance, while the Buyer needs to pay the Seller the rest of the agreed order value minimum 3 days before the delivery and assembly of goods.
In their offers and proforma invoices, the Seller takes into account the pricing from price books valid at the time of the order. All prices are with FCA Incoterms from the Seller's warehouse, unless stated otherwise in the offer. Delivery within the limits of the City of Zagreb is included in the price if the value of the offer surpasses the amount of 5,000.00 HRK (VAT included).
5. Working Day definition
“Working Day” means 08.00 to 16.00, every week day, from and including Monday to and including
Friday (logistics and supply).
6. Delivery deadline
Informative delivery deadlines are indicated in the offer/proforma invoice issued by the Seller. The Seller and the Buyer both agree on the supply deadline for every single order. The Seller is obliged to deliver the goods as soon as possible, depending on availability of goods in the manufacturer's storage and the manufacturing of the requested goods. The agreed deadlines are speculative and non-binding for the Seller. In any case, the delivery conditions are considered non valid in the event they cannot be influenced by the Seller.
7. Payment Conditions
The Buyer is obliged to pay 50% of the order value in advance as a precondition for accepting the offer; the rest of the amount needs to be paid minimum 3 days before the delivery of goods. The payment is considered completed only when the Seller can see the payment made by the Buyer on the Seller’s account. If the Buyer does not complete the payment within the agreed deadline, the Seller has the right to instantly cease the delivery of goods to the Buyer, for as long as the Buyer does not fulfill all financial obligations to the Seller.
8. Pick-up of goods
The Buyer is obliged to pick up the goods as soon they are made available to them. In the event of pick-up delay, the Buyer shall, along with the other rights to which they are entitled, be obliged to pay the warehouse charges to the Seller. If partial deliveries are available, the Seller has the right to make the delivery at their own choice. Each separate delivery is considered an individual deal and the Seller has the right to charge it separately. The delivery obligations and deadline shall be on hold for as long as the Buyers is late with the payment or does not meet all fulfillments required to carry out a business order. Any changes in the order made by the Buyer may lead to changes in delivery deadlines initially agreed upon. In the event the goods are being picked up in the Seller’s Headquarters, the Buyer shall check the goods (its volume and quality), before them being loaded onto the transportation vehicle. The Buyer is obliged to announce the pick-up at least 2 days before the planned pick-up. In the event that the Buyer does not pick up the goods within 14 days of the Pick-up notice, the Seller can demand 0.5% of the selling value of the goods ready for pick-up, for each week of delay, in order to cover the Seller’s expenses caused by the Buyer’s delay in picking up the goods. In case of pick-up delay, the risk of goods getting damaged or destroyed begins on the first day the Buyer is late to pick them up. If the goods are being picked up from the location indicate don the waybill or the delivery note, the Buyer needs to unload the goods within maximum 4 hours and check the goods before and during delivery. If there is damage during transport, a report should be filed and signed by the transporter, the goods receiver and the insurance company representative. The damaged goods shall be photographed before, or at the latest, during the unloading. The Buyer, i.e. the goods receiver, shall take into consideration the Seller’s instructions during unloading. Goods returned to the Seller shall not have any other damages besides those reported and the goods shall be returned to the Seller within the agreed deadline and in original packaging. The Buyer needs to report visible flaws instantly, i.e. within 8 days from the day the goods were received. If a freight claim has not been placed within 8 days of the goods delivery, it is assumed that the goods have been accepted.
9. Ownership rights
The goods remain the Seller's ownership until the Buyer fulfills all the obligations regardless of their grounds. In the event that the Buyer acts in discordance with the Order Confirmation or reached Agreement, especially in the event of delayed payment, the Seller has the right to retain the goods back. This is not considered as a contract breach by the Seller, unless it is clearly stated by them in written.
The Buyer needs to treat the products with care and in accordance with the Manufacturer’s/Seller’s instructions. For supplied and delivered goods, a 2-year warranty from the Manufacturer is included. In case of a goods delayed pick-up caused by the Buyer, the Warranty starts on the third day of the Buyer being late. The Buyer’s complaints about the warranty and guarantee conditions are not valid if the Buyer has intervened themselves, had done repairs or tried to repair the Product themselves or in the case this has been done by an unauthorized third party. Spare parts shall become the property of the Seller. The Seller vouches for repairs done by them. The warranty excludes elements or element parts which are subject to fast wear or damaging, as well as products which have not been maintained properly or handled in accordance to the valid instructions from the Seller.
The Seller bears no responsibility towards the Buyer for any damages caused by the Buyer’s delay in fulfilling their contract obligations, especially in the case of incomplete or incorrect information, specifications, projects, measurements or any other information vouched for by the Buyer. The Seller has the right to demand a refund/compensation for any possible expenses, losses or damages.
12. Contract waiver
The Seller has the right to waive from the contract if:
is not able to fulfill the requirements of the contract, due to force major, strike or other circumstances not caused by them;
If the Buyer has exceeded the payment deadline for more than 14 days and if they do not agree on a different deadline;
if the other Party has, due to negligence, given false information about their obligations, which jeopardize their ability of fulfilling them
The Buyer has the right to waive from the contract if:
-the Seller intentionally or due to negligence disables the supply or delivery of goods;
-If the Seller also fails to meet the extended deadline. The extended deadline is given by the Buyer to the Seller upon agreement.
In the event that the parties abstain from the contract, they need to refund or compensate for all the services received to one another. In this case, the possible reduction of the value is taken into account.
13. Confidentiality, Nondisclosure and Secrecy Agreement
The parties are bound to keep as Business Secrets all data deriving from contractual documentation and other contractual information, for the entire duration of the contractual relationship, as well as for a period of five (5) years after the termination of the contract. The term “Business Secrets” means: sketches, schemes, calculations, formulas, instructions, lists, reports, minutes and other information disclosed in a physical or a non-physical form. In the event of disclosing business secrets, the party shall be liable for material and non-material damages. The parties may be exempt of this provision only by a written agreement.
14. Claims assignment and Notice
The Buyer is legally bound not to assign the Seller’s rights to claims to third parties without a prior written notice to the Seller.
Any possible disputes that may arise in connection with the valid coming to being, breaches, termination or legal effects resulting from or regarding this Agreement shall be settled by mutual consent. Disputes that cannot be resolved in this way shall be subject to the exclusive jurisdiction of the competent court in Zagreb and the substantive law of the Republic of Croatia shall be respected unless otherwise agreed between the parties.