GENERAL PROCUREMENT TERMS AND CONDITIONS OF MESSER CROATIA
1. Application of the General Procurement Terms and Conditions
1.1. These General Terms and Conditions apply to the orders and contracts of the company MESSER
CROATIA PLIN d.o.o., Zaprešić, Industrijska 1., OIB: 32179081874 (hereinafter: Messer) for the
supply of goods and services from suppliers.
1.2. Messer's General Terms and Conditions ("General Terms and Conditions") shall apply to orders
and contracts concluded by Messer with domestic and foreign legal and natural persons (hereinafter:
Supplier) unless the procedure and terms of supply are otherwise regulated by special the regulations
applicable to the procurement of certain types of goods and services.
1.3. By accepting the order or signing the contract, these General Terms become an integral part of
the contract and apply to the relationship between Messer and the Supplier.
1.4. If certain provisions of the General Terms are in contradiction with the provisions of the order or
contract and its attachment, the provisions of the order or contract and its attachment shall apply.
2.1. All offers made and supplied by the Supplier to Messer for the purchase of goods or services are
considered free and are not binding for Messer.
3.1. Messer is only valid and legally binding for orders formally written on Messer's official forms and
authorized with a signature. Orders as well as oral agreements are legally binding on Messer only if
Messer has been confirmed them as the Ordering party.
3.2. The Supplier may transfer the order, in its entirety or in part, to the third party. In any case, the
Supplier is responsible for the delivery and service of its subcontractors or subsuppliers, as well as for
compliance with Messer's order conditions by its subcontractors and suppliers.
4. Order confirmation, general conditions of the Supplier's business activity
4.1. The Supplier is required without delay to confirm Messer's acceptance of the order, indicating the
price and delivery deadline. Messer reserves the right to revoke this order without paying any
compensation to the Supplier if a valid order confirmation has not been received in Messer within the
due date. It is believed that such a recall occurred timely if sent before the order confirmation.
4.2. If the order confirmation deviates from Messer's order, the Supplier must clearly indicate so in the
order confirmation, indicating the deviations in question, and Messer must accept. Acceptance of the
delivered goods shall not be deemed to be such a consent.
4.3. The General Terms and Conditions of the Suppliers are not binding if Messer did not accept them
in writing. If Messer refers to the Offer Documentation provided by the Supplier, this does not imply
recognition of the general conditions of the Supplier's business activities.
5. Delivery deadline, consequences of delays
5.1. Unless otherwise agreed, the delivery or delivery date of the service starts running from the day of
the order. If the order does not explicitly stipulate a deadline, the Supplier will carry out the delivery or
service without delay.
5.2. In order to determine the timeliness of delivery, the receipt at the place of delivery determined by
Messer ("the place of delivery") is valid, and the timeliness of the delivery with delivery or assembly as
well as for the services is relevant to the execution of the work performed. In the event that it is
foreseeable that the delivery will be delayed, the Supplier must promptly notify Messer, and obtain
explicit consent. In that case, the delivery or execution deadline will only be extended if Messer has
expressly accepted it in writing.
5.3. Messer is entitled, irrespective of the degree of Supplier's error and regardless of proof of actual
damage, to charge a penalty of 0.5% per day of the total value of the order and up to 5% of the total
value of the order for each started day of delay. Messer reserves the right to claim damages other
than fines which exceed this amount. In case of delays in delivery Messer has the right to terminate
the contract after determining the appropriate additional deadline. This also applies in the event that
Messer previously unconditionally accepted delayed partial delivery. If the contracted deadline is an
essential component of the contract, no additional deadline is required.
5.4. If it is already evident or certain within the deadline that the Supplier is not in a position to properly
deliver the delivery, i.e. a service by contract or order or order confirmation of a specific deadline, in
that case Messer is entitled to, at the expense and at the risk of the Supplier to take all reasonable
steps to avoid delay.
5.5. In the case of pre-delivery, Messer reserves the right to refuse delivery or to accept delivery and
to charge the Supplier for such costs, such as storage and insurance costs, and to make a payment in
accordance with the agreed delivery date.
6. Shipping, delivery
6.1. Shipping and packaging costs, as well as shipping costs, are borne by the Supplier.
6.2. The Supplier will deliver the goods on euro pallets or truck mounted crates, if applicable.
6.3. The goods will be packaged and marked according to Messer's instructions. In all circumstances,
packaging and labelling must ensure the protection of the goods from damage or loss of quality under
regular transport and storage conditions.
6.4. The Supplier agrees that the wooden packaging and / or pallet used when delivering the goods to
Messer will be treated in accordance with the applicable regulations.
6.5. For deliveries from Croatia, the terms DAP Messer are valid, for deliveries from abroad the
delivery terms DDP Zagreb are applied according to Incoterms 2010. In all these delivery terms the
delivery of the goods must be ensured throughout the entire route to the place of delivery and the
moment of the risk transfer from the Supplier to Messer.
6.6. Partial, oversized or too small deliveries are only permitted with the explicit written consent of
Messer. Delivery of the goods to the agreed delivery address must be made at the time required for
the takeover of the goods, specified in the order.
6.7. The Seller guarantees that the goods are delivered are in accordance with all the quality
standards that are required for the goods and that they possess all the necessary certificates.
7. Temporary Suspension, Termination
7.1. Messer reserves the right to request at any time to suspend the carrying out of the order or
contract. In the case of a temporary suspension for more than three months, the Supplier must give
Messer the detailed costs incurred due to a delay of three months but not the foregone profit. The
Supplier may claim the exclusive remuneration of such proven costs. In case of a shorter duration and
in the case of a longer duration of suspension of services, the Supplier is not entitled to claim the costs
incurred during the first three months of the termination of the services.
7.2.Messer reserves the right to also terminate the order or contract in its entirety or in part without the
error of the Supplier. In such a case, Messer will pay the Supplier a contracted price proportional to
the acceptance of the deliveries and services and to compensate for the proven costs of deliveries and
services in the operation, but not the foregone profit. The Supplier to, after Messer's statement on the
termination of the order or contract, to make every effort to reduce the costs at the smallest amount
8. Invoice, offset
8.1. The Supplier is required to submit the invoice immediately after the delivery or duly completed
service, delivered to Messer indicating all the information relating to the order. Your invoice text should
be so set up, and your invoice should be sorted out so that you can easily compile your order and
verify the invoice. The order number and ordering information must be listed in the invoice. In addition
to the invoices on the carried out works or assemblies, the time-stamp certificates certified by Messer
must be enclosed.
8.2. Messer reserves the right to have the invoices that are not in accordance with the order and / or
regulations, and in particular with respect to the order-related information or are not in compliance with
the value-added tax regulations, returned unprocessed. In this case, the invoice is regarded as if it has
not been issued.
8.3. The Supplier has no right to place Messer's claims to third parties without the prior written consent
9. Payment, discounts
9.1. The invoice payment period begins to run at a time when Messer has fully taken over the delivery
or service, with a properly issued invoice. If the Supplier must make available the technical and
technological specifications, test materials, test reports, quality documents and other documentation,
the invoice of such documentation shall also be a prerequisite for the delivery or service to be deemed
to have been fully carried out.
9.2. The payment of the Supplier's invoice does not imply the confirmation of an orderly delivery or
service nor waiver of Messer of any rights. A payment is deemed timely if Messer issues a payment
order at the latest on the due date of the invoice. The Supplier shall bear the costs of the receiving
9.3. When there is mutual interest in the increased scope of business, Supplier or Messer may
propose: quantity discount, or price for minimum order quantity; different price quotes for ordering
larger quantities, depending on the amount ordered in a particular order or according to a contract;
special project discounts, depending on the total value of the project; a value bonus, or a discount on
the invoiced value.
10. Delivery, takeover, reclamation, warranty, quality assurance
10.1. The goods will be delivered according to the order date or order confirmation. Goods must be
delivered to Messer on a working day during working hours.
10.2. Unless otherwise specified in the order, the delivery of the Goods shall be deemed to have been
carried out when the authorized Messer employees sign the receipt of the goods.
10.3. Only receiving the goods or services, their temporary use or payment made does not mean
acceptance or waiver of Messer rights. Messer's declaration of receipt is not a statement by Messer
about the final delivery of the delivered goods.
10.4. Takeover of the goods (technical inspection) as well as completeness testing and any faults that
may be apparent will occur within a reasonable time after having received the goods. If parts of the
scope of delivery do not have the features that are common in the transport of goods, the entire
delivery can be returned. Messer will notify the Supplier of the shortcomings as soon as possible.
10.5. The Supplier guarantees the use of the finest, appropriate and original materials, for professional
execution according to designs, proper construction and impeccable installation.
10.6. In the case of identified deficiencies, the Supplier shall be obliged to dispose of it at its own
expense according to Messer's choice or within a specified period of time to make a new delivery or
service that does not contain any deficiencies whatsoever.
10.7. Messer reserves the right to request proof of Quality Assurance System Qualification as well as
quality assurance documentation as well as to supervise the Supplier's business premises at any time.
The Supplier shall compensate Messer for the cost of supervision if the inspection proves a defective
quality assurance system or insufficient documentation of quality assurance.
11. Preparations, drawings, availability of materials, authorizations
11.1. The Supplier is obliged to submit technical designs, technical calculations and authorizations
free of charge. Messages, designs, designs, tools, samples, models, profiles, drafts, standards sheets,
stationery equipment, printed copies etc., which Messer submitted to the Supplier for the purpose of
executing the order, remain the property of Messer and other items may not be made without the
written consent of Messer to third parties or used for purposes other than those specified in the
Graphic preparation, design, tools, samples, models, prints and other materials made at Messer's own
expense become Messer's property.
11.2. In the event of a reduction in the value or loss of the materials placed at the disposal of the
Supplier for the production of the ordered products or the execution of the Service, the Supplier is
obliged to compensate for the damages. Any Supplier's claims for reimbursement of costs because
the material is not timely made available are excluded.
11.3. The Supplier expressly declares that he is authorized, on the basis of the appropriate permits, to
execute the contracted deliveries and services, and to provide the appropriate documents at Messer's
request. If the delivery of goods and services requires special permits of state administrative bodies,
approvals or technical reviews, the Supplier shall receive them without special reimbursement in a
12. Place of fulfilment, right, jurisdiction
12.1. The place of delivery for a delivery or service is the "place of delivery" specified in the order, and
payment is the place of fulfillment of Messer's seat.
12.2. Disputes or disagreements in opinion will be solved peacefully at first. It is considered that the
attempt of the agreement has failed when one party communicates it in writing to the other party.
12.3. For deciding on disputes, especially on the conclusion of the contract or on the requirements
arising from the contract, solely court in Zagreb and the law of the Republic of Croatia is applicable.
12.4. Fulfillment of the contract by Messer is subject to restrictions arising from the requirements of
foreign trade and customs regulations of Croatian and international law or any kind of embargo (and /
or other sanctions).
13. Information, declaration of material, waste
13.1. Regardless of the legal requirements of the instructions, the Supplier must provide Messer with
all necessary and useful information about its goods or service, in particular instructions for use and
appropriate storage. In addition, the Supplier must warn of the possibility of creating hazardous waste
or waste oil and, in doing so, indicate the possibilities of waste management.
13.2. The Supplier must provide an overview of the life cycle data for their processes and products
and information on the end of life cycle of the delivered material.
14. Keeping trade secrets, data protection
14.1. The Supplier undertakes to keep confidential the information it has learned from Messer
regarding ordering or regarding the subject of the order, unless such information is general or has
otherwise been legitimately made public. The supplier further undertakes that the products or semifinished
products made on the basis of order fulfillment of Messer will be kept secret and that he
will only use them to fulfill this order. In the event that the Supplier for the fulfillment of its contractual
obligations uses the services of a third party, then he must bind the third party by such contract with
the appropriate confidentiality.
14.2. The same applies to personal data relating to Messer's or third parties received by the Supplier
in connection with Messer's order. The Supplier must specifically protect all such information and
results from third-party access, adhere to the confidentiality of data by the provisions of the Personal
Data Protection Act and its employees, who are also engaged in this matter, are required to commit to
the appropriate confidentiality.
14.3. Supplier data (data from the trade register, address, telephone and fax number, as well as any
other information necessary for addressing, which is demonstrated through modern communication
techniques, location, contact person, ordered goods, delivered quantity) from a particular business
case is in principle automation methods are processed only for the purposes of fulfilling
contracts, in particular for the purposes of management and accounting.
15. Prevention of corruption
15.1. The Supplier must, at the latest, provide the Supplier with a written notice of whether the
Supplier or any member of its management has been legally convicted for corruption of officials before
a national court in the last five years prior to the submission of the bid. The Supplier must notify
Messer without delay in writing if the Supplier or any member of its management has at any time
between the bid and the takeover of the order been charged with bribery / corruption of officials before
a national court.
16. Code of Conduct for Messer Suppliers
16.1. The Supplier is obliged to abide by the applicable legal system. In particular, he undertakes not
to participate actively or passively, directly or indirectly in any form of corruption / bribery, in any
breach of the fundamental rights of his employees or in the abuse of child labour. In addition, the
Supplier will assume the responsibility for the health and safety of its employees at work, comply with
Messer's suppliers and their own suppliers.
16.2. If the Supplier is in breach of these obligations, Messer is entitled to terminate the contract or
terminate the order, except for the use of all other available remedies. If the violation of the above
obligation can be removed, the right to terminate / cancel can only be carried out by Messer if the
Supplier within the appropriate time provided by Messer has not eliminated the breach of the
17. Force majeure
17.1. Neither the Supplier nor Messer are held responsible for delaying the fulfillment of obligations or
for non-fulfillment of obligations if the delay or failure is the result of circumstances outside their
control, including but not limited to natural disasters, governmental procedures, floods, fire, explosions
or civil unrest.
18. Partial invalidity
18.1. If any provision of these General Terms is considered invalid, unlawful or unenforceable, this
shall in no way affect the validity, legitimacy and enforceability of other provisions.
19.1. These General Terms and Conditions are compiled in Croatian and English. In the event of any
disagreement between the Croatian and English versions, the Croatian version will be the applicable