1. GENERAL PROVISIONS
1.1 These General Terms and Conditions of Business apply to all business relationships in which Derma d.d. Varaždin, Podravska ulica 13, acts as a purchaser and/or processor (hereinafter: Client/Buyer), in accordance with the Act on the Prohibition of Unfair Trading Practices in the Food Supply Chain and other applicable regulations in the Republic of Croatia.
1.2 The General Terms and Conditions supplement the special agreements between the contracting parties and are binding on them as are the special agreements. In case of any inconsistency between the general terms and the special agreements, the special agreements shall prevail.
1.3 If the supplier’s terms deviate in whole or in part from these general terms, they are not binding for the Client/Buyer, unless agreed otherwise by special written agreement. Acceptance of the order by the Supplier/Seller shall be deemed as simultaneous acceptance and acknowledgment of the Client’s/Buyer’s general terms and conditions.
2. PRICE AND PAYMENT
2.1 Prices agreed between the Client/Buyer and the Supplier/Seller are exclusive of value-added tax, according to the Supplier’s/Seller’s price list valid at the time of contract conclusion. Any price increase must be notified in writing at least 30 days before it takes effect and confirmed by the Client/Buyer. The valid price is the one agreed at the time of order, regardless of when delivery is made.
2.2 The due date of the invoice starts from the day the Client/Buyer receives the invoice. The date of receipt is considered the day the invoice is entered in the Client’s/Buyer’s registry.
2.3 By agreement between the Supplier/Seller and the Client/Buyer, early payment of the invoice is possible. In such a case, the Supplier/Seller will grant an additional discount of 0.5% for each week the invoice is paid early.
2.4 The Client/Buyer makes all payments exclusively to the Supplier/Seller. Any claims the Supplier/Seller has arising from the delivery of goods to the Client/Buyer may be transferred to or charged to third parties only on the basis of a written agreement with the Client/Buyer. The Supplier/Seller may not unilaterally offset any claims against the Client/Buyer unless the Client/Buyer agrees in writing or if such claims are legally established.
2.5 All payments are made by bank transfer to the other contracting party’s bank account. Other payment methods in accordance with the Obligations Act and other regulations are possible if both parties agree.
2.6 Based on achieved financial or quantitative turnover, the Supplier/Seller may grant the Client/Buyer a special bonus. The bonus percentage and the financial or quantitative turnover to which it applies must be contractually agreed in writing. The Client/Buyer will calculate the bonus by January 15 of the current year for the previous year and issue an invoice to the Supplier/Seller.
2.7 If either contracting party is late with payment, the other party has the right to calculate and claim statutory default interest.
3. DELIVERY OF GOODS
3.1 The place of delivery of goods is the registered office of the Client/Buyer, Varaždin, Podravska ulica 13. If goods are ordered from abroad, the place of delivery is either the registered office of the Client/Buyer or the port of Rijeka. The contracting parties may agree in writing on a different place of delivery. If delivery is made at the registered office of the Client/Buyer, it must take place during the warehouse’s working hours unless otherwise agreed by the contracting parties.
3.2 Delivery deadlines are agreed upon by the contracting parties for each individual order and are valid from the date of the order. Orders are sent in writing, and in special circumstances, by telephone. If the Supplier/Seller exceeds the delivery deadline, the Client/Buyer may withdraw from the contract in whole or in part, grant the Supplier/Seller an additional delivery period, and/or charge a contractual penalty for late delivery in the amount of 300.00 HRK or 50 EUR for each day of delay. The Supplier/Seller is obliged to immediately notify the Client/Buyer in writing of any delay in delivery. If the Client/Buyer has granted additional delivery deadlines and delivery does not occur within those periods, the Client/Buyer is entitled to withdraw from the contract and claim any compensation in accordance with applicable regulations and these general terms and conditions.
3.3 The risk of loss, damage, or other harm to the goods is borne by the Supplier/Seller until proper delivery to the agreed place in accordance with the contract and verification of the qualitative (visible defects) and quantitative condition of the goods by the Client/Buyer.
3.5 The Supplier/Seller is obliged to deliver the goods in the ordered quantity with all documentation relating to the goods. Delivery of goods in a quantity less than agreed is considered a material breach of contract. In such a case, the Client/Buyer may cancel the order without the Supplier/Seller having any right to make claims on that basis. The Client/Buyer may also accept additional deliveries of goods if the contracting parties reach such a written agreement.
3.6 Returns of goods are only possible in cases prescribed by the Act on the Prohibition of Unfair Trading Practices in the Food Supply Chain.
3.7 The Supplier/Seller undertakes to deliver goods on standard Euro pallets or other transport packaging, depending on the type, quantity, and characteristics of the goods.
3.8 For each delivery of goods, unless otherwise agreed, the Supplier/Seller is obliged to obtain all approvals, certificates, attestations, and other necessary documentation in accordance with legal provisions on placing goods on the market and to hand them over to the Client/Buyer upon delivery.
4. INVOICE
4.1 All invoices must be issued to the Client’s/Buyer’s company in a single copy and must not be sent with the delivery of goods unless otherwise agreed. Invoices may be issued and settled before the delivery of goods only if agreed in the case of advance payment. A separate invoice must be issued for each individual delivery of goods, indicating the place where the delivery was made.
5. QUALITY OF GOODS AND LIABILITY FOR DEFECTS
5.1 The Supplier/Seller guarantees that the delivered goods comply with all quality standards in accordance with applicable legal and other regulations relating to their sale and use, and that they do not infringe the rights of third parties nor are encumbered by them.
5.2 The Client/Buyer will notify the Supplier/Seller of any visible or hidden defects in the goods immediately upon their discovery. The provisions of the Obligations Act apply to any liability for material defects in the goods.
5.3 The fact that the Client/Buyer has settled an invoice does not mean that they have waived any rights they are entitled to under applicable regulations and these general terms and conditions of business.
5.4 If certain administrative authorities request the Client/Buyer to test the quality of the received goods, or if the Client/Buyer conducts such testing for justified reasons, the costs of such testing, if it is found that the goods do not meet quality standards, shall be borne by the Supplier/Seller.
6. OTHER TERMS
6.1 For disputes between the contracting parties, the court with subject-matter jurisdiction at the registered office of the Client/Buyer shall have jurisdiction. The Client/Buyer is also entitled to bring proceedings against the Supplier/Seller before the court with subject-matter jurisdiction at the Supplier’s/Seller’s registered office.
6.2 All legal relations between the contracting parties are governed by the law of the Republic of Croatia, unless otherwise agreed by the parties. If there is no applicable provision in Croatian law for a particular legal relationship, international law or EU law shall apply.
6.3 If any provisions of the contract are or become null and void, the remaining provisions shall remain in force. The contracting parties undertake to replace the null and void provision with a valid one that most closely achieves the purpose intended by the provision found to be null and void.
6.4 The contracting parties undertake to treat all information received about the other party as confidential and to keep it secret indefinitely. This especially applies to all information marked as confidential or secret, or recognizable as business secrets of either party. Public disclosure of the fact that the parties are cooperating is only possible with the express prior written consent of both parties.
7. DURATION OF THE CONTRACT
7.1 A contract concluded for a fixed term ends upon expiry of that term.
7.2 A contract concluded for a fixed or indefinite term may be terminated by cancellation, notice in writing, or in another manner provided by law.
7.3 The contract is terminated by rescission if either party breaches its provisions. If the rescission is unilateral, it must be in writing, stating the justified reasons for termination.
7.4 Termination of the contract is only possible with a notice period of 30 days or longer if agreed by the parties.
7.5 Any amendments to the contract must be in writing and result from an agreement between the parties; unilateral amendments to the contract are not permitted.