General terms

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. Scope and Terms
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "General Terms") apply to all contractual relationships and transactions (deliveries and services) between Horex trade d.o.o. and the recipient of delivery or service. By accepting the order confirmation, delivery, or payment, the buyer accepts their validity, meaning the conditions are deemed accepted if the buyer does not respond within 1 working day of receiving them. If the supplier and buyer are in an ongoing business relationship or have previous business agreements, or if the buyer places further orders, the General Terms apply even if no reference to their validity is made during order confirmation, response to inquiry, or delivery. The General Terms of Business (hereinafter also referred to as General Terms) apply to any legal or natural person who has made business contact with Horex trade d.o.o. for the purchase of goods, in accordance with Article 295 of the Obligations Act (NN 35/05, 41/08, 125/11, 78/15, 29/18).
1.2. Provisions that deviate from these General Terms or additional provisions in the supplier's order confirmation take precedence over these General Terms. The buyer's general terms of business or forms do not become part of the contract, regardless of whether they were known to the supplier or not, or whether the supplier explicitly objected to their validity or not.
1.3. "Delivery" is considered to include the Contract for the delivery of goods, as well as the Contract for (secondary) services, including consulting services.
1.4. "Supplier" in the context of these terms is Horex trade d.o.o., regardless of whether its actions consist of responding to inquiries, making offers, or acting as a seller and/or service provider.
1.5. "Buyer" in the context of these terms is a legal or natural person who makes an inquiry, receives, or purchases goods and/or services from the supplier.
1.6. All transactions and contracts are subject to the applicable Incoterms 2020 rules unless otherwise agreed in writing between the supplier and the buyer.
1.7. In the event of changes to relevant laws or regulations after the contract is concluded that affect the terms of this contract, the supplier reserves the right to adjust the business terms in accordance with the new legal provisions. The buyer will be notified of any changes within 30 days.
1.8. Personal data protection is conducted in accordance with the General Data Protection Regulation (GDPR) and the Data Protection Act (NN 42/18). By accepting these terms, the buyer confirms awareness of their rights related to personal data protection.
2. Contract Conclusion
2.1. Information provided by the supplier in response to a buyer's inquiry is not binding, even if it communicates prices, deadlines, and other technical specifications; technical information or solution proposals by the supplier, such as descriptions, samples, or exhibits shown at supplier's fairs, are also non-binding. The same applies if the supplier issues only a provisional order confirmation based on the buyer's order. A contract is considered concluded only upon written order confirmation issued by the supplier or by delivery if such written order confirmation is omitted. Orders, order confirmations, delivery confirmations, etc. from the buyer after the date of such confirmation have no effect, even if the supplier does not object to them.
2.2. If, according to the agreement in the delivery confirmation, a specific manufacturer supplying the goods is mentioned, the contract is concluded under the condition of actual delivery in accordance with that manufacturer's terms.
2.3. If the supplier's order confirmation deviates from the buyer's order, such deviation is considered accepted if the buyer does not object within 1 day of receiving it, but no later than upon delivery. If the contract is concluded by means of delivery, the supplier is obliged to fulfill only the conditions contained in the notification (provisional order confirmation) in accordance with point 2.1.
2.4. If the supplier's written order confirmation or notification in accordance with point 2.1 of the General Terms does not contain such information, the following applies: a) as the delivery term: FCA (according to Incoterms 2020), b) as quality: average quality, but compliant with standards, considering the customs applicable to the place of production of the goods.
2.5. In the case of changes to orders by the buyer after the contract has been concluded, the supplier reserves the right to adjust delivery times and prices according to the new conditions. The buyer will be informed of any changes within 5 working days.
2.6. The buyer is obliged to provide all necessary information for contract conclusion, including but not limited to technical specifications, required certificates, and other relevant documents.
3. Price and Payment Terms
3.1. All prices refer to the time of issuance of the supplier's written order confirmation or, if such written order confirmation does not exist, to the time of notification in accordance with point 2.1; the mentioned prices without specific currency designation are expressed in euros (€). If not otherwise provided in the supplier's written order confirmation, all prices are understood to be FCA prices according to Incoterms 2020. Therefore, they do not include value-added tax, customs duties, and import or export charges.
3.2. If the price, however, due to the agreed delivery term, includes charges for the transport of goods, taxes, customs duties, and fees, it changes accordingly if these price components change by more than 10% by the time of delivery, or if the market price of the goods being delivered (e.g., according to the corresponding wholesale price index at the supplier's headquarters) changes by more than 10%. Similarly, the price changes in the case of exchange rate changes if the agreed prices are in any currency other than the official currency in the Republic of Croatia (euro, (€)), complications or disruptions of loading and transport conditions, or incorrect transports and route changes due to circumstances for which the supplier is not responsible.
3.3. The full price is due for payment according to the Contract, order confirmation, or other agreed manner. The due date arises regardless of whether the buyer had the opportunity to inspect the delivery or is claiming rights due to defects and damages of the delivered goods. If delivered in parts, the supplier has the right to issue partial invoices. The supplier has the right to demand advance payment or payment security if there are doubts about the buyer's willingness or ability to pay.
3.4. In case of payment delay, interest on arrears is charged according to the law. Any discounts on already paid partial invoices cease to apply in case of delay with further partial invoices or the total invoice. The supplier may, in addition to interest, also demand compensation for other damages and costs incurred due to the delay, especially the costs of appropriate out-of-court and court measures for debt collection and enforcement. Additionally, the supplier has the right to request contract termination in whole or in part in case of payment delay, in addition to late payment interest.
3.5. Without the supplier's explicit and written consent, the buyer has no right to settle its payment obligations by offsetting other claims or withholding payment for any reason, especially not due to claims of defects and damages.
3.6. If there is a change in tax rates or the introduction of new taxes after the contract is concluded, prices will automatically adjust to reflect these changes. The buyer will be notified of any changes within 5 working days.
3.7. The supplier reserves the right to adjust prices in case of extraordinary market conditions significantly affecting the cost of materials or production. These price adjustments must be documented and communicated to the buyer in advance.
3.8. Payments can be made via bank transfer, credit cards, or other agreed payment methods. All transaction costs are borne by the buyer.
3.9. In case of delivery interruption due to the buyer's outstanding obligations, the supplier reserves the right to charge additional administrative costs for re-establishing delivery.
4. Delivery
4.1. Delivery dates stated by the supplier are not binding unless explicitly agreed otherwise in the written order confirmation. Likewise, delivery times are only approximate.
4.2. The delivery period does not begin before the date of issuance of the written order confirmation. The delivery period is extended by the period necessary for clarifying details or obtaining official approvals that the buyer needs to obtain or renew. Delivery times do not start before the factory where the goods are produced confirms or before the agreed payment security by the buyer (especially in the form of documentary credits/bank guarantees). Similarly, due to such circumstances, delivery dates are adjusted.
4.3. Delivery periods that have started according to point 4.1 are interrupted due to the following circumstances and continue only after the reason for the interruption ceases: breach of the buyer's obligation to participate or other contract breaches by the buyer from this or another contract, delays, interruptions, or delays of the factory producing the goods being delivered, technical failures of production and transport facilities, and all force majeure events (described in more detail in chapter 5). Besides this interruption period, an appropriate ramp-up period must be included for the start or continuation of delivery. Similarly, due to the interruption and continuation period, delivery dates are adjusted.
4.4.
If any of the reasons for termination specified in point 4.2. persist for more than three months, the supplier and the buyer have the right to terminate the contract with a unilateral written declaration. However, the buyer no longer has this right if the supplier has already started delivery or if the supplier can no longer terminate the contract with the factory producing the goods being delivered.
4.5.
The supplier is allowed to deliver in parts unless explicitly agreed otherwise. Additionally, the supplier has the right to deliver before the agreed time. Withdrawal from the contract or termination of the contract for any reason does not annul the contract related to already completed partial deliveries, unless the reason for withdrawal or termination of the contract also encompasses the already completed partial deliveries.
4.6.
The delivery must provide for possible and permissible access by heavy freight vehicles. Unloading of goods is at the expense and risk of the buyer, and is performed either by the buyer or a third party engaged by the buyer.
4.7.
Deviations in the dimensions, weight, or quality of the delivered goods are allowed within the agreed standards. If there is no agreement on such standards, the norms and practices prevailing in the country of the manufacturer of the delivered goods apply. The same applies to standard tolerances when determining quantity according to accounting principles. Weight calculation for hot-rolled sheets is done at 8.00 kg/dm³ or at the actual weight which in some cases exceeds 8.00 kg/dm³. The supplier also reserves the right to quantitative deviations in the range of +/- 10%. The total weight of the delivery is used to determine the weight. The specified number of pieces or bundles is not binding; different individual weights are balanced within the total weight.
4.8.
The risk of accidental loss or damage passes to the buyer in accordance with the applicable Incoterms 2020 clause. If there is a reason for termination according to point 4.2. and the buyer has already been notified of readiness for dispatch and does not allow delivery, the risk passes to the buyer upon notification of readiness for dispatch. The buyer is obliged to accept the delivery in accordance with the agreed Incoterms 2020 clause. The exercise of rights based on non-conforming delivery or the fact that the buyer could not inspect the delivery does not entitle the buyer to refuse or delay acceptance of the delivery. The buyer is obliged to inspect the delivery upon receipt at the destination in accordance with ISO 9001/9002 rules. The buyer loses the right to claim non-conformance with the contract if they fail to conduct this immediate inspection or if they do not file a written complaint specifying the non-conformance within 5 days of when the proper inspection could have detected the non-conformance.
4.9.
The supplier is in delay if, in the case of explicitly fixed delivery dates or deadlines, they do not make the delivery at the agreed time or within the agreed period. If only a provisional date or period is agreed, or if such provisional dates and periods are deemed agreed, the supplier is in delay only if the delivery is not made within an additional 6 weeks after the provisional date or period. If the supplier is in delay, the buyer has the right to terminate the contract after setting an appropriate additional delivery period of at least 14 days. This period starts from the receipt of the buyer's written statement indicating that they will withdraw from the contract if delivery is not made by the end of the additional period. If the supplier is responsible for the delay, the buyer can claim damages under the conditions specified in point 6. The buyer's right to claim termination of the contract due to supplier delay does not include already completed partial deliveries.
4.10.
Deliveries will be made in accordance with the rules of Incoterms 2020, unless otherwise agreed in writing between the supplier and the buyer.
4.11.
The buyer is responsible for securing all necessary permits and approvals for delivery, including, but not limited to, access routes for freight vehicles and the required loading and unloading conditions.
4.12.
In case of any changes or delays in delivery due to reasons beyond the supplier's control, the supplier will notify the buyer as soon as possible and arrange a new delivery date.
4.13.
The supplier reserves the right to change the delivery method if necessary due to changes in legal regulations, technical requirements, or other extraordinary circumstances.
4.14.
The buyer must inform the supplier of any specific requirements or restrictions related to the delivery before entering into the contract.
5. Force Majeure and Other Delivery Disruptions
5.1.
Force majeure events entitle the supplier to postpone delivery for the duration of the disruption and a reasonable start-up period, or to partially or fully withdraw from the contract for the yet unfulfilled part of the contract. Strike, lockout, and other circumstances that significantly hinder or make delivery impossible for the supplier are equated with force majeure, regardless of whether they occur at the supplier or the sub-supplier. The buyer can request a statement from the supplier on whether they intend to withdraw from the contract or make the delivery within a reasonable period. If the supplier does not provide a suitable statement, the buyer can withdraw from the contract.
5.2.
Force majeure includes all events beyond the reasonable control of the supplier, including, but not limited to, natural disasters, war, terrorism, civil unrest, epidemics, pandemics, government measures, transport failures, production failures, and raw material shortages.
5.3.
In the event of a force majeure, the supplier will notify the buyer as soon as possible about the nature of the event, its expected duration, and potential consequences for the delivery.
5.4.
If a force majeure event lasts longer than three months, both parties have the right to terminate the contract, without any further obligations, except for payment for already completed deliveries.
5.5.
The supplier will not be liable for any losses or damages resulting from delays or non-performance of obligations caused by force majeure events.
6. Non-Conforming Goods
6.1.
The supplier guarantees that the delivery meets the quality specified in the written order confirmation or, if there is no written order confirmation, in the notice according to point 2.1. If the delivery meets these conditions, it is considered to be in accordance with the contract, otherwise it is contrary to it. In the case of deviations as per point 4.5., the delivery is considered compliant with the contract.
6.2. To determine whether the delivery complies with the contract, the crucial moment is the handover to the first carrier or the notification that the delivery is ready for shipment. If the buyer claims that there is a non-compliance with the contract, they must prove that the goods were not in accordance with the contract at that moment. This does not affect the rule regarding who bears the risk as provided in the agreed Incoterms 2020 rules.
6.3. If it is proven that the goods do not comply with the contract, the supplier has the right to rectify the non-compliance within a reasonable time by either providing a replacement (substitution) or correcting the defect in the delivery. If correcting the defect or providing a replacement is not possible or represents a disproportionately large cost for the supplier, the buyer can only request contract termination. The right to a price reduction is excluded.
6.4. If the supplier is at fault for the non-compliance of the goods with the contract, the buyer can only claim compensation for damages in the form of correcting the defect or providing a replacement. If such correction or replacement is not possible or represents a disproportionate cost for the supplier, the buyer can claim monetary compensation only if the supplier acted intentionally or with gross negligence. Compensation for damages caused by the defect is likewise permitted only under this limitation. In any case, the compensation cannot exceed the value of the claimed delivery. The right to rectify the non-compliance with the contract and to claim compensation for damages expires: a) in the case of an improper or untimely complaint about the existence of the defect (point 4.6) or b) by processing or reprocessing the delivery without giving the supplier an opportunity to verify the defect or c) after six months from the date the risk was transferred, if a claim for rectifying the non-compliance has not been asserted in court by then.
6.5. The fact that parts of the delivery do not comply with the contract does not give the buyer the right to reject those parts of the delivery that do comply or future deliveries or deliveries from other contracts.
6.6. The buyer is obliged to store the non-compliant goods in a manner that prevents further damage or deterioration of quality until an inspection is conducted by the supplier or their representative.
6.7. The supplier will cover all reasonable costs of returning and replacing goods that do not comply with the contract, provided that the non-compliance is proven and all complaint procedures are followed.
6.8. If the non-compliance of the goods is determined after the goods have already been installed or otherwise used, the supplier is not responsible for the costs of removal, reinstallation, or other related costs, unless otherwise agreed.
6.9. The supplier reserves the right to verify all claims of non-compliance before making a decision on return, replacement, or compensation.
7. Liability and Compensation
7.1. The supplier is obligated to compensate for damage due to a breach of contractual or legally existing obligations only if they acted intentionally or with gross negligence. The burden of proof lies with the buyer. The exception to the limitation provided in point 6.1. is the liability for defective products which, according to law, is not dispositive and does not depend on fault if a person is injured, killed, or their health endangered.
7.2. Liability for material damages due to defective products (in terms of warranty for defective products which, according to law, is not dispositive and independent of fault) is excluded for all companies involved in production, import, and distribution. The buyer agrees to pass on this exclusion of liability to their customers. Recourse claims under the legal regulations of the previous paragraph are excluded unless the beneficiary of the recourse proves that the defect was caused in the supplier's sphere and was due to gross negligence.
7.3. All rights to compensation for damages, including rights based on damages caused by defects, if legally permissible, are limited to the damage that the supplier could have foreseen or could have foreseen as a possible consequence, but no more than the single value of the delivery.
7.4. The supplier will not be liable for consequential damages, including but not limited to loss of profit, loss of business opportunity, or other indirect damages, unless such liability is expressly stated in the contract.
7.5. If a third party files a claim against the buyer for damage caused by the supplier's product, the buyer will immediately notify the supplier and allow them to take over the defense or participate in the defense against such a claim.
7.6. If the supplier is obliged to compensate for damages in accordance with these conditions, the total compensation will not exceed the value of the contract for the product or service that caused the damage.
7.7. The supplier will not be liable for damages caused by improper handling, storage, or use of the product by the buyer or a third party.
8. Retention of Ownership Rights
8.1. All deliveries remain the property of the supplier until full payment is made. Furthermore, the supplier retains ownership of their deliveries until all claims based on the business relationship are settled (even if specific deliveries have been paid for). If invoices are issued for claims based on deliveries within certain billing periods, the retention of ownership secures the highest unpaid balance.
8.2. The supplier's retention of ownership extends to newly created goods in case of processing or reprocessing; processing or reprocessing is exclusively carried out for the supplier. If the retention of ownership ceases to be valid for any reason, the supplier and the buyer agree that ownership of the deliveries through processing or mixing transfers to the supplier, who accepts the transfer. In this case, the buyer remains a free custodian. In case of processing items that are still owned by another party, the supplier acquires co-ownership of the new item. The extent of co-ownership results from the ratio of the invoiced value of the goods delivered by the supplier to the invoiced value of the other goods.
8.3. If the buyer delivers goods subject to retention of ownership (even after their processing, reprocessing, or mixing) to another person, their claim for the purchase price replaces the retained ownership. This claim arising from the sale to a third party is transferred to the supplier at the moment of its creation. The supplier acquires ownership of the received money through the buyer in the form of a possessory constitutum. The buyer must indicate this assignment in their business records and notify the recipient of the goods.
8.4.
If the buyer is late with the payment of the price secured by retention of title or balance, the supplier has the right to take possession of the retained goods at any time, even if the contract has not yet been terminated.
8.5.
If the retention of title or the assignment of future claims from further sales does not have legal effect according to the material law of the place where the goods are located, but that law allows similar forms of security, then that form of security is considered agreed. If the buyer needs to take appropriate actions or make statements for the validity of that security, they are obliged to undertake such actions without a call from the supplier.
8.6.
The buyer is obliged to keep the goods that are under retention of title in a condition that prevents their damage or loss, and to insure the goods at their own expense against common risks such as fire, theft, and damage.
8.7.
The buyer is obliged to immediately notify the supplier of any legal or actual access by third parties to the goods under retention of title, including but not limited to, seizure or execution.
8.8.
The supplier reserves the right to terminate the contract and demand the return of delivered goods if the buyer breaches any obligation under this contract, including but not limited to, non-payment or improper handling of the goods.
8.9.
All costs associated with the return and disposal of goods under retention of title are borne by the buyer.
9. Jurisdiction and Applicable Law
9.1.
For all disputes and disagreements arising from or related to the contract based on the General Terms and Conditions, including disputes about its creation or validity, the competent Commercial Court in Zagreb has jurisdiction. Regardless of this, the supplier has the right to sue the buyer before the competent court in the place of their headquarters or business location.
9.2.
A contract concluded on the basis of these General Terms and Conditions is subject to the material law of the Republic of Croatia, excluding the United Nations Convention on Contracts for the International Sale of Goods (1980 edition).
9.3.
The parties commit to attempt to resolve all disputes amicably before filing a lawsuit with the competent court. If an amicable solution is not possible, each party has the right to initiate court proceedings before the competent court in accordance with these conditions.
9.4.
If any provision of these General Terms and Conditions becomes or is declared invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions. The parties will replace the invalid or unenforceable provision with a valid and enforceable provision that most closely achieves the economic goal of the original provision.
9.5.
The parties agree that all official communications regarding this contract will be conducted in Croatian. In case of disagreement between versions of the contract in different languages, the Croatian version takes precedence.
10. Confidentiality of Information
10.1.
Contractual partners commit to treat all commercial and technical details that are not public and that become known to them through the business relationship as business secrets.
10.2.
The buyer is obliged to act confidentially regarding the conclusion of the contract and is allowed to refer to the business connection with the supplier in promotional materials only after obtaining written consent from the supplier.
10.3.
The contractual parties are obliged to take all necessary measures to ensure that their employees, subcontractors, and third parties involved in the execution of the contract also comply with the obligation to maintain business secrecy.
10.4.
The obligation to maintain business secrecy remains in effect even after the end of the business relationship, as long as the information does not become public in a manner not related to a breach of the confidentiality obligation by the contractual party.
10.5.
If any contractual party discloses confidential information in accordance with the law, regulation, or court order, they are obliged to immediately inform the other party of such a request, unless prohibited by law from giving such notice.
10.6.
Breach of the obligation to maintain business secrecy entitles the injured party to compensation in accordance with applicable legal regulations.
11. Other Provisions
11.1.
If individual provisions of the General Terms and Conditions are void or contrary to law, the remaining provisions remain in effect.
11.2.
For the assignment of the buyer's rights to be valid, the explicit and written consent of the supplier is required. However, the supplier has the right to assign its claims based on deliveries and services to third parties for financing purposes.
11.3.
If the contract concluded on the basis of these General Terms and Conditions or these conditions foresee written notifications to the other contractual party, they are considered performed if sent to the last known address.
11.4.
The actions or omissions of the factory producing the goods delivered or the carrier cannot be attributed to the supplier in terms of fulfilling their contractual obligations.
11.5.
The supplier has the right to suspend the fulfillment of its obligations at any time if, after the conclusion of the contract, it becomes apparent that the buyer will not fulfill a significant part of its obligation: a) due to a serious lack of ability to fulfill the contract, or b) due to a serious lack of creditworthiness, or c) due to their conduct during the preparation or during the fulfillment of the contract or previous contracts.
11.6. The buyer consents that the supplier automatically stores and processes the buyer's data in fulfilling the contract.
11.7. If there are changes to the contact details or address of either contracting party, that party must promptly notify the other party of the change. Failure to inform about a change of address does not affect the validity of notices sent to the previous address.
11.8. In case of a dispute, the parties will make reasonable efforts to achieve an amicable resolution before initiating legal proceedings.
11.9. All additional agreements, amendments, or modifications to this contract must be made in writing and signed by both contracting parties to be valid.
11.10. The buyer is responsible for ensuring that all data provided to the supplier is accurate and complete. The supplier shall not be liable for any consequences arising from inaccurate or incomplete data provided by the buyer.
11.11. All notices, requests, and other documents related to this contract must be delivered in writing and sent by registered mail, courier service, or email, provided that receipt of such notices can be proven.
12.    Commencement
12.1. These general terms and conditions come into effect on the date of adoption and apply from 01.07.2024.
12.2. All amendments and additions to these General Terms and Conditions come into effect on the date of their adoption and publication on the supplier's official website or through another suitable method by which customers are informed of the changes.
12.3. The supplier reserves the right to amend these General Terms and Conditions at any time. All changes will be clearly marked and made available to customers at least 30 days before the changes take effect.
12.4. The buyer agrees to regularly monitor the supplier's official website or other communication channels to be informed of any changes to the General Terms and Conditions.
12.5. If the buyer does not accept the amendments to the General Terms and Conditions, they must notify the supplier in writing before the amendments take effect. Otherwise, it will be deemed that the buyer has accepted the amendments to the General Terms and Conditions.