GENERAL TERMS AND CONDITIONS OF MESSER CROATIA
TERMS AND CONDITIONS
Terms and Conditions of the company MESSER CROATIA PLIN d.o.o., Zaprešić
MESSER means the company MESSER CROATIA PLIN d.o.o., Zaprešić, Industrijska 1. (hereinafter in these Terms and Conditions - MESSER)
Terms and Conditions means the Terms and Conditions of MESSER
Goods means any product from the MESSER production and sales program
Service means any service from the MESSER production and sales program
Customer means any legal or natural entity that has in any way made contact with MESSER for the purpose of procuring goods and / or providing services.
2. APPLICATION OF TERMS AND CONDITIONS
These Terms and Conditions apply to all relations between MESSER as a supplier of goods and / or service providers and the Customer arising from concluded contracts, i.e. deliveries of goods and services provided by MESSER, unless expressly agreed in a special agreement with the Customer.
2.2. Unless otherwise specified in a special written agreement between MESSER-a and the Customer or Customers, deliveries of goods and services of MESSER are made exclusively in accordance with these Terms and Conditions without their specific agreement. The Terms and Conditions become an integral part of the contract at the latest at the time of acceptance of the delivered goods by the Customer and form a whole with it, and the Customer agrees to them at the latest at the time of receipt of the goods.
2.3. In the event that a provision of these Terms and Conditions is and / or becomes null and void, the legal provision / provisions which achieve the closest targeted economic purpose shall apply, but the nullity of an individual provision does not affect the validity of these terms and conditions or contracts.
2.4. These Terms and Conditions apply to all relations between MESSER as a supplier of goods and / or service providers and the Customer, arising from the concluded contract or delivery of goods and services provided, unless a special agreement with the Customer explicitly states otherwise.
2.5. Unless otherwise specified by special written agreement between MESSER and the Customer, i.e. Customers, deliveries of goods and services of MESSER are made exclusively in accordance with these Terms and Conditions without their special agreement.
3. ORDERING GOODS AND SERVICES
3.1. MESSER shall process a written Customer order if it clearly states the name, address of the Customer's registered office, name and signature of the ordering party, Customer's stamp, type and quantity of goods and services, required deadline and deadline for delivery of goods and / or services.
3.2. If the delivery deadline is stated on the order, MESSER will comment on the reality of the delivery time and other conditions. In the event that these are items of goods that MESSER cannot deliver within the required time and the Customer does not agree to other terms of delivery of the same items, the order will be canceled in the part relating to the same items of goods.
3.3. If MESSER determines that it does not have the type, quality and / or quantity of ordered goods and / or services, MESSER will inform the Customer about it within 8 days of receiving the order and indicate any possible different delivery time. The Customer is obliged to inform MESSER within 3 days of receiving this notice whether he agrees to the new delivery deadline, otherwise it is considered that the Customer has canceled the order.
3.4. The Customer's oral requests to be legally effective must be confirmed in writing.
3.5. MESSER is not obliged to act on a request that is not made in accordance with the Terms and Conditions.
3.6. If MESSER assesses that it is able to fully comply with the deadline and quantity of ordered goods and / or services, it is not obliged to inform the Customer.
3.7. MESSER's offers are binding only within the period specified in the offer.
3.8. The Customer can cancel the order no later than the second working day from the day of receipt. The revocation of the order must be signed by an authorized person of the Customer and certified by the Customer's stamp.
3.9. The Customer may revoke the order of goods and / or perform a service expressed and / or undertaken by and / or in accordance with the draft and / or request of the Customer and after the expiration of the deadline referred to in point 3.8, but only if MESSER 8 days from the date of revocation, reimburse the costs incurred by MESSER in connection with such an order, as well as a further amount of 10%, in the name of handling costs and lost profits, all according to the MESSER specification to be delivered to the Customer.
3.10. Revocation of the order contrary to the provisions 3.8. and / or 3.9. it is not valid and the Customer is obliged to pick up and pay for the ordered goods.
4. PRICE AND PAYMENT METHOd
4.1. All prices from the price list are expressed in Croatian kuna, and are related to the middle exchange rate of the Croatian National Bank for EUR on the day of the price list, i.e. the offer. In accordance with the prices from the price list, i.e. offer, MESSER will issue an invoice to the Customer in Croatian kuna according to the middle exchange rate of the Croatian National Bank for EUR on the date of issuing the invoice. by the day of payment, the middle exchange rate of the CNB for EUR increased by more than 5%, in which case the Customer is obliged to pay the invoice according to the middle exchange rate of the CNB for EUR valid on the day of payment. For the difference, MESSER will issue an additional charge to the Customer.
MESSER will also charge the Customer with the corresponding taxes.
4.2. MESSER has the right to change prices in the event of changes in the prices of raw materials and other market influences, especially changes in the prices of electricity and fuel. MESSER is obliged to inform the Customer about possible price changes at least 30 days from the price change in case the prices increase, and if it is a price reduction, MESSER is not obliged to inform the Customer regarding the matter.
4.3. Unless otherwise agreed prices are FCO- delivered to the warehouse of the Customer.
4.4. Each invoice will specify each type of goods, quantity, price and approved rebate. Unless otherwise stated on the invoice, receivables for delivered goods and / or performed services are due immediately after delivery, i.e. collection of goods, i.e. performance of services, i.e. readiness of goods for delivery without any deduction.
4.5. If the delivery, i.e. delivery of goods, i.e. execution of the service did not occur due to the Customer’s delay, MESSER will issue an invoice to the Customer with the day when he was late, and the Customer is obliged to settle it as if the goods were delivered to him when he was late.
4.6. All payments must be made before delivery, i.e. collection of goods and / or execution of services. Exceptionally, goods can be delivered or taken over and the service performed before payment only if the Customer before delivery, i.e. taking over the goods and / or performing the service hands over to MESSER an adequate means of payment security (debenture, bill of exchange, bank guarantee, etc.).
4.7. Based on a written agreement with MESSER, the Customer can fulfill his obligation by cession, compensation and / or assignment.
4.8. The place of payment is the seat of MESSER, i.e. the bank of MESSER.
4.9. Deduction of agreed discounts requires written settlement with the Customer, and is not allowed until the Customer has settled all due receivables.
4.10. All costs incurred due to late payment are borne by the Customer. Delays in payment are subject to the default interest rate applicable at the time of the delay.
4.11. Delays in payment cause the maturity of all outstanding receivables and entitle MESSER to immediate withdrawal from the delivery of goods and / or performance of services ordered by the same Customer, or termination of the contract. Even without giving up, in case of delay, there is a right to return and temporary retention of the delivered goods at the expense and risk of the Customer.
4.12. In case of late payment, it is considered that only the oldest receivables are settled.
4.13. The amounts stated in the balance notices are validly recognized if they are not immediately disputed.
4.14. If the Customer does not receive an invoice from MESSER no later than 15 days from the date of receipt of the goods, he is obliged to inform MESSER without delay. In any case, the Customer undertakes to pay for the goods taken over no later than the deadline specified in the offer, contract or price list from the day of its receipt, regardless of whether he received the invoice.
4.15. These Terms and conditions are an integral part of the price list
5. DELIVERY OF GOODS, TRANSFER OF RISK AND OWNERSHIP
5.1. The goods are delivered or picked up at the MESSER warehouse, and a different place of delivery or pick-up can be agreed in which case MESSER reserves the right to charge the Customer for transport costs and other dependent costs.
5.2 Pallets, transport containers and returnable packaging are not subject to sale and the Customer is obliged to return them to MESSER at his own expense and risk at his own risk, immediately and without a special request from MESSER, otherwise MESSER calculates packaging costs.
5.3. The risk of accidental damage or damage to property is borne by the Customer from the moment the goods are delivered to him, or when he took them over. Delivery of goods to the Customer, i.e. taking over the same by the Customer is also considered the moment of delivery, i.e. taking over the goods by the Customer’s carrier or a person authorized by the Customer to organize transport for him.
5.4. The Customer, i.e. the other person referred to in item 5.3, shall confirm the acceptance of the goods with his signature and / or stamp on the delivery note. MESSER reserves the right not to deliver the goods to the Customer in case of failure to sign the delivery note.
5.5. The delivered or taken over goods remain the property of MESSER until the full payment of the purchase price, and during that time the Customer is authorized to dispose of the same goods exclusively in the usual business way (use, processing and resale).
5.6. If the Customer orders items that MESSER does not have in stock at the time of order, and the Customer did not specify a delivery date on the order, MESSER will at the Customer's request and in the normal production program and will deliver such items to the Customer as soon as it is produced and ready for delivery.
5.7. Circumstances that prevent delivery or significantly impede these actions and / or prohibitions of official bodies that affect the contractual relationship, release MESSER from the obligation to deliver the ordered goods and give him the right to withdraw from the contract if the same circumstances could not be foreseen and / or prevented and / or rectified, or have arisen due to Customer failure.
6. QUALITY AND QUANTITY OF GOODS AND / OR SERVICES
6.1. The delivered goods will be expressed according to the required standards and packed in packaging that prevents damage during transport, normal use, assembly and storage.
6.2. If the Customer requires certificates for the delivered goods, he is obliged to explicitly state this in his order. MESSER will provide the Customer with an EN 10204 2.2 certificate free of charge, and an EN 10204 3.1 certificate and other quality certificates with the obligation that the Customer reimburses him in advance for all costs related to obtaining such a certificate.
6.3. When delivering or taking over the goods, the Customer is obliged to inspect the quantity of goods and in case of possible defects, surpluses or shortages, he is obliged to immediately advertise the quantity, otherwise he loses the rights that belong to him on that basis.
6.4. In case of possible defects in the quality of the goods, the Customer is obliged to advertise it within 8 days from the day of collection, otherwise he loses the rights that belong to him on that basis.
6.5. If there are hidden defects in the goods that the Customer could not detect during the collection, the Customer is obliged to immediately, and no later than 3 days from the date of discovery of the defect, inform the seller otherwise he loses his rights on that basis.
6.6. All notices from this point must be made in writing, signed by the authorized person of the Customer and certified by the Customer’s stamp and must contain an accurate indication of the day when the goods were delivered to the Customer, or when he received it, and if it is was a hidden defect, when it was discovered, as well as a detailed description of the defect to which the Customer refers, because otherwise it is considered that the Customer did not inform the seller of any defects in the goods.
6.7. MESSER replaces the advertised goods with the correct ones and / or eliminates the defect.
6.8. The damage caused is guaranteed to the Customer only if it is agreed and up to the agreed compensation amount, and only in the case of proven fault of MESSER. The same goes for the performed services.
7. TRADE SECRET
7.1. MESSER and the Customer will not disclose, use personally and / or allow third parties to use any data, information and / or documents that he learned and / or came across in connection with this business relationship, and especially those data that the other party expressly states that they represent a trade secret.
7.2. The previous paragraph of this article includes, but is not limited to, data related to the quantity of goods sold, rebates granted, marketing, employees, financial operations, products, strategies, plans, programs, procurement, credit limits and Customers (hereinafter: confidential data).
7.3. MESSER and the Customer may not make or have made copies, notes, photographs or summaries of confidential information contained in all drafts, formulas, specifications, books and records, correspondence, instruction books or manuals, computer records and programs, personnel records and directories, daily reports, documentation and minutes, written and oral instructions related to the business of the other contracting party beyond the need to fulfill its obligations.
7.4. All confidential information is and remains the exclusive property of each party and all copies, notes, photographs or summaries of confidential information of one party made by the other party to fulfill its obligations under this Agreement shall be returned to the other party at its request.
7.5. In case of violation of the provisions on trade secret, each party has the right to terminate the mutual relationship, i.e. the contract without the obligation to comply with the notice period, as well as to demand compensation from the other contracting party for the damage caused.
8. FORCE MAJEURE
8.1. In case of force majeure, the parties are released from obligations during the force majeure.
8.2. Extraordinary events, such as war, mobilization, requisition, general strikes, fires, floods, earthquakes, bans or restrictions on imports or exports as all other restrictions on trade in goods, sudden and large increases in commodity prices and all other circumstances. which could not have been foreseen at the time of the conclusion of the contract.
8.3. The party requesting release from the obligation by invoking one of the above circumstances must immediately, or within five days at the latest, notify the other party of its occurrence and termination. Such notice must be confirmed by registered letter.
8.4. The party invoking the above circumstances must, at the request of the other party, provide authentic evidence of their actions. A certificate issued by the CHAMBER OF COMMERCE referring to the above circumstances will be considered proof of the occurrence and duration of these circumstances.
8.5. In case of force majeure, the agreed delivery time will be extended for the duration of such circumstances. If this period is longer than three months, the parties have the right to terminate the contract.
9. DOCUMENTATION REQUIRED FOR CONCLUSION OF THE CONTRACT
9.1. For the purpose of concluding a contract, i.e. delivery of goods and / or performance of services, the Customer is obliged to submit at any time upon request immediately, and no later than 8 days from the date of receipt: a copy of the excerpt from the register 3 months, a copy of the signatures deposited with the bank with which the main transaction account is opened, a copy of the decision of the Central Bureau of Statistics on the classification of the business entity, BON 1 not older than 30 days and / or BON 2 not older than 10 days.
9.2. The Customer is obliged to inform MESSER about any status change, and especially about the change of name, address and authorized person and the transaction account number of the Customer, opening of bankruptcy or liquidation because otherwise he is liable to MESSER for damages.
9.3. This provision also adequately applies to a Customer who is not established under Croatian law, i.e. does not have a registered office in Croatia.
10.1. All written decisions intended for MESSER must be delivered to the address of the registered office, otherwise the delivery will not be considered proper.
10.2. All letters intended for the Customer will be delivered to the Customer's address indicated on the Customer's order, i.e. on the Customer's business paper. If the Customer twice refuses to receive the letter, delivery will be considered proper.
10.3. If the Customer has failed to notify MESSER of the changes referred to in point 9.2. therefore, it is not possible to deliver the letter to the Customer, delivery to the address from 10.2.
10.4. The date of delivery of the letter at the post office, i.e. to another institution authorized to deliver the letter, is considered the day of delivery to the other party.
11. DISPUTE RESOLUTION
11.1. All relations between MESSER and the Customer that are not regulated by the contract concluded between MESSER and the Customer and / or these Terms and Conditions are governed by Croatian law, in particular the provisions of the Croatian Civil Obligations Act except in the case when the valid Croatian regulations determine the exclusive jurisdiction of another court.