General terms and conditions - DIV d.o.o.

By placing the query and/or ordering any of items you agree with the application of the General Terms of DIV d.o.o. published on www.div.com.hr and you agree that you are familiar with them.
Below we outline the general requirements; General terms and conditions of a company DIV d.o.o., Samobor

 

 General terms and conditions - DIV d.o.o.

 

1.  DEFINITIONS
1.1. DIV - means a company DIV d.o.o. tvornica vijaka, Samobor, Bobovica 10a, Croatia
1.2.  General Conditions - means the general business terms and conditions of DIV
1.3. Merchandise - means each product from sales program of DIV
1.4. Service - means any service from service sales program of DIV
1.5. Purchaser - means any legal entity that made contact in any way with the DIV for the procurement  of goods and/or services

 

2. APPLICATION OF GENERAL CONDITIONS 

2.1. These General Conditions apply to all relations between DIV, as a supplier of goods and/or  service provider, and Purchaser arising from contracts made, or delivery of goods or services by DIV, unless is expressly agreed otherwise in special agreement with Purchaser .
2.2. If it is not agreed otherwise by special written agreement between DIV and Purchaser, delivery of goods and services of DIV are performed exclusively according to General Conditions. General Conditions become an integral part of the contract in the moment of delivered goods acceptance, and whit it form a whole and the Purchaser agrees to same conditions latest at the time of acceptance of goods.

2.3. In case that some provision/s of these General Conditions were and/or become invalid, legal provision/provisions that achieve the closest targeted economic purpose is/are applied, but do not affect the validity of these conditions or the contracts made.

 

3. PURCHASING OF GOODS AND SERVICES 

3.1. DIV shall process a written and signed purchasing order if the name and the address of the Purchaser are clearly indicated on purchasing order, and if it contains Purchasers seal, type and quantity of goods and services, required delivery time and/or other options of delivery.
3.2. Purchaser can order goods and/or services by Internet, using the User name and Password assigned to Purchaser by DIV, including the possibility of choice of offered items arranged by contract or otherwise properly managed, which automatically include the price, rebates and other data. Purchaser is obliged to keep the User name and Password confidential. DIV is not liable for any damages caused by the abuse of User names and/or Passwords, and it is considered that an order made using the Purchasers assigned user names and passwords is conducted by the Purchaser with all consequences arising from that.
3.3. If the delivery term is specified in the purchasing order, DIV will be revealed about it and other conditions. In case that order contains the goods which DIV is not able to deliver within the time requested and Purchaser does not agree to other delivery time, order will be canceled in part that refers to the particular items.
3.4. If DIV states that it has no type, quality and/or quantity of goods and/or services ordered, DIV will inform Purchaser and indicate the possible different terms of delivery within the 8 days from the receipt of an order. Purchaser is required within 3 days of receiving this notice to notify DIV that he agrees to the new date of delivery, otherwise is will be considered that the Purchaser canceled the order.
3.5. Purchasers verbal requirements in order to be legally effective must be confirmed in writing.
3.6. DIV is not obliged to act according to the requests that are not in accordance with the General Conditions.
3.7. If DIV estimates that is in position to fully respect the deadline and the amount of ordered goods and/or services, it is not required to notify the Purchaser on this particular issue.
3.8. Written DIV offers are valid only in the period indicated in the offer.
3.9. Purchaser may cancel purchasing order no later than second working day from the day of placing an order. Cancelation of an order must be signed by authorized person and certified by Purchaser’s seal.
3.10. Purchaser may cancel its order for the goods and/or execution of services expressed in accordance with the drawing and/or other request of Purchaser, after the time limit stated in article 3.9., but only providing that within 8 days of revocation all the costs related with placed order, as well as the additional amount of 10% for handling costs and lost profits are reimbursed to DIV, according to the specification that DIV will submit to Purchaser.
3.11. Recall of an orders contrary to the provisions of 3.9. and /or 3.10. is invalid and Purchaser is required to accept and pay for ordered goods.
3.12. Purchaser’s complaints with regard to product quality and quantity etc. shall not give Purchaser the right to cancel the balance of an order.
 

 

4. PRICES AND PAYMENTS

4.1. All the listed prices in price list are in Euros (EUR), unless offered otherwise in separate offer issued by DIV. Associated taxes will be accounted if goods are invoiced through Purchaser’s account in Republic of Croatia. No VAT will be added if goods are exported to countries outside of Croatia.
4.2. DIV has the right to change sales prices in case of changes of prices of raw materials or in case of other impacts on the market. About possible changes in price, DIV is required to notify Purchaser in period of 30 days in case of price increase.
4.3. Unless otherwise agreed, prices are EXW DIV, INCOTERMS latest edition.
4.4. On each invoice, separately will be specified each kind of goods, quantity, price, and approved rebate. If nothing else is noted on the invoice, claims for goods provided and/or performed services are due immediately after the delivery, or pick-up of the goods, or performing services
4.5. If delay in delivery of goods or execution of services is caused by Purchaser, DIV will issue an invoice on the day when Purchaser came to delay, and the Purchaser is required to settle it as if the goods are delivered , or as if it took over the goods at the day when he fell into delay.
4.6. All payments have to be made before delivery, or picking the goods and/or execution of services. Exceptionally, the goods can be delivered, or accepted and execute services before payment only if Purchaser prior to delivery or picking the goods and/or services, provides adequate payment guaranty to DIV.
4.7. On the basis of a written agreement with DIV, Purchaser can meet its obligation to transfer by compensation and/or assignment.

4.8. Place of payment is DIV or the Bank of DIV.

4.9. Deduction of contracted discounts requires written contract with Purchaser, and is not permitted until the Purchaser does not settle all outstanding claims.

4.10. All expenses that occurred due to delay in payment shall be submitted to the Purchaser, and legal interest rate for the time of the delay is applied.

4.11. Delay in payment causes maturity of all outstanding claims and gives DIV right for immediate cancellation of delivery of goods and/or conducting services ordered by Purchaser or contract termination. Even without cancelation of delivery, when there is delay in payment, DIV has right to refund and temporarily retain delivered goods at expense and risk of Purchaser.

4.12. In case of delay in payment oldest claims are considered to be settled first.
4.13. In notification of balance stated amounts are recognized as valid if they are not immediately denied.
4.14. If Purchaser does not receive an invoice from DIV within 15 days from the date of taking over the goods, it is obligated to notify DIV without any further delay. In any case Purchaser agrees to pay the accepted goods at latest within the payment conditions in offer, contract or price list from the date of its takeover, regardless of whether an invoice has been received.
4.15. These General Conditions are part of price list.

 

 5. DELIVERY OF GOODS, TRANSITION RISK AND PROPERTY 

5.1. Goods are to be delivered or picked on DIV warehouse, but different place of delivery or picking up goods may be arranged in which case DIV reserves the right to charge the Purchaser with extra costs of transportation and other dependent costs.
5.2. Non-return packaging is included in the purchase price. Pallets, transport containers and return packaging are not subject to sale and the Purchaser is obliged at its own expense and on its own risk to return them to DIV in a clean condition, immediately and without special DIV’s request, or otherwise DIV will charge Purchaser with the cost of packaging.
5.3. Risk of accidental damage or destruction of goods transfers on Purchaser at the moment when goods are delivered, or when they are taken over. Delivering products to Purchaser is also considered the moment of delivery, or pick the goods from Purchaser's carrier or a person authorized by Purchaser to organize transport.
5.4. Purchaser or other person from 5.3. will confirm delivery or picking up the goods with its signature and/or seal on the shipping list. DIV reserves the right not to deliver goods to Purchaser in case of not signing the shipping list.
5.5. Delivered or taken goods remain the property of DIV until complete payment of purchase price, and Purchaser during this time period may dispose the goods solely in usual business way (using, processing and further sales).
5.6. If Purchaser orders the goods that DIV does not have on stock at the time of the order, and Purchaser did not state delivery term in order, DIV will at Purchaser’s request include these goods in the normal production and such goods will be delivered to Purchaser as soon as they are manufactured and ready for customer delivery.
5.7. Circumstances preventing delivery or making it more difficult, as well as actions and/or prohibitions of legal bodies that affect contractual relationship, relieve DIV from obligations for delivery of goods ordered, and give him the right to cancel the contract, if emergence of these circumstances could not be predicted and/or prevent and/or removed, or they are resulting from Purchaser.
5.8. Partial deliveries are permissible.
5.9. Call orders must always be processed within 6 months. After this period, DIV has the right to deliver uncollected goods without prior notice, and claim for payment of such goods. If payment of goods delivered in such way is not to be done in due time, Div has the right to claim for it through legal actions.

 

6. QUALITY AND QUANTITY OF GOODS AND / OR SERVICES 
 
6.1. Delivered goods will be expressed by required standards and packed in packaging that precludes damage in transport, in normal use, assembly and storage.
6.2. If Purchaser requires certificates for the goods provided, it should be expressly stated in its order. DIV will provide Purchaser, without compensation, with EN 10204 2.2 certificate, but certificate EN 10204 3.1 and other certificates of quality will be provided only if Purchaser pre-compensates all expenses related to obtaining such certificates.
6.3. During delivery, or picking-up of goods, Purchaser is required to inspect the quantity of goods delivered, and in case of any shortcomings, surplus or deficit shall immediately claim the volume, or else he loses rights that belong to him on that basis.
6.4. In case of any shortcomings in quality of goods, Purchaser is obliged to claim them within 8 days from the date of acceptance of goods or he loses rights that belong to him on that basis.
6.5. In case of hidden defects in goods that Purchaser could not detect by normal inspection during acceptance, he is obligated to notify DIV immediately after detecting hidden defects or he loses rights that belong to him on that basis.
6.6. All information from this article must be made in writing, signed and marked with official seal by the authorized representative with delivery or pick up date noted. Whilst in case of hidden defects, it must be noted when the defect had occurred as well as detailed description of the defect, or it will be considered that Purchaser did not notify DIV in accordance with article 6.5.
6.7. DIV will replace the claimed goods according to its capabilities with the correct one and/or remove defect.
6.8. For damages caused to Purchaser DIV can be held accountable only if DIV’s guilt is proven and if such damages were contracted up to the contracted amount. The same applies to services.

 

7. BUSINESS INFORMATION 
 
7.1. DIV and Purchaser will not reveal, use personally and/or allow third parties to use any data, information and/or documents that was learned and/or occurred in connection with this business relationship, particularly those data for which the other party expressly states confidential.
7.2. Previous article especially includes, but does not limit to, the information related to quantity of goods sold, approved rebate, marketing, employees, financial operations, products, strategies, plans, programs, purchases, credit limits, and customers (hereinafter referred as confidential information).
7.3. DIV and Purchaser must not give photocopies, notes, photos and summaries of classified information contained in all drawings, formulas, specifications, books and records, correspondence, books with instructions or manuals, computer records and programs, personnel records and address book, daily reports, documentation and records, written and verbal instructions related to the operations of the other contracting party outside needs to fulfill its obligations.
7.4. All data are confidential and remain the exclusive property of each Party, and all copies, notes, photos and summaries of classified information of one contracting party that was made by other contracting party while fulfilling obligations shall be returned to the other side at its request.
7.5. In case of violation of provisions on confidential information, each party has the right to terminate mutual relationship or contract without obligation to maintain termination period, as well as request compensation for damages caused thereby.

 

8. FORCE MAJEURE
 
8.1. In case of force majeure, parties are exempted of obligations for the time of force majeure.
8.2. Cases of force majeure are particularly considered extraordinary events, such as war, mobilization, requisition, general strikes, fires, floods, earthquakes, prohibitions or restrictions on imports or exports as all other restrictions on goods traffic, a sudden and large increase in price of raw materials on the market and all other circumstances that could not be predicted at the time of conclusion of the contract.
8.3. A party which requires exemption from obligation on basis of one of the above mentioned circumstances must immediately, but not later than five days, notify other party about its occurrence and termination. Such notification must also be sent by registered letter.
8.4. A party that refers to specified circumstances must, at the request of another party, provide authentic evidence of their activity. Certificate that is issued by CHAMBER OF COMMERCE, which refers to above mentioned circumstances shall be deemed proof of occurrence and duration of these circumstances.
8.5. In case of force majeure contractual terms of delivery will be prolonged during the duration of such circumstances. If duration is longer than three months, parties have the right to terminate the contract.

 

9. DOCUMENTS NEEDED FOR EXECUTION OF THE CONTRACT 
 
9.1. To conclude the contract, or delivery of goods and/or execution of services, Purchaser is required to submit at DIV’s request immediately, but not later than 8 days from the day of receipt of such request: a copy of excerpt from the Commercial Court's registry, or other competent authority, not older than 3 months, a copy of signatures deposited in bank in which main transaction account is open, a solvency document.
9.2. Purchaser is obliged to inform DIV of each status change, especially of change of name, address, authorized representative, number of transaction account, opening of bankruptcy or liquidation otherwise is liable for damages to DIV.

9.3. This article is appropriately applied on Purchaser who is not established according to Croatian laws and does not have a headquarters in Croatia.

 

10. DELIVERY 
 
10.1. All written correspondence to DIV must be delivered to DIV headquarters address otherwise delivery will not be considered orderly.
10.2. All written documents intended for Purchaser will be sent to the address indicated on the purchase order, or business paper. If Purchaser rejects delivery twice, delivery will be deemed orderly.

10.3. If Purchaser failed to notify DIV of changes from 9.2. and made delivery of written documents impossible, delivery to the address from 10.2. will be considered orderly.

10.4. Date of submitting written documents to mail, or other institution authorized for delivery is the date of delivery to the other side.

 

11. DISPUTE SETTLEMENT 

11.1. For all relations between DIV and Purchaser that are not regulated by the contract concluded between DIV and Purchaser and/or the General Conditions Croatian law is applied, particularly provisions of the Croatian Law on Obligations and the only court with jurisdiction is the one with real and local jurisdiction for DIV, except in cases when the Croatian applicable regulations specifies exclusive jurisdiction of some other court.