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General Terms and Conditions

General Terms and Conditions of Sale and Delivery of DUPLICO Ltd.

(further in the text “General Terms”) - Active from April 2024

Introductory provisions

These General Terms and Conditions apply to all legal transactions concluded between DUPLICO Ltd., Svetonedeljska cesta 18, Kalinovica, OIB: 41025764642 (further in the text: Duplico) and the other contracting party (further in the text: Customer), related to the sale and delivery of products and provision of services (further in the text: Delivery) and the performance of works by Duplico (further in the text: Works), with the exception of legal transactions related to the sale and delivery of electrical cabinets concluded between Duplico and the other contracting party with a registered office in Germany.
These General Terms and Conditions apply to the relationship between Duplico and the Customer in every case, unless specifically agreed between them or amendments are determined in writing, or the application of certain provisions of these General Terms and Conditions is excluded. In the event that the provisions of the contract or other documents forming an integral part of the contract are contrary to these General Terms and Conditions, the provisions of the contract or the provisions of the written documents attached to it shall apply.

The contract between Duplico and the Customer shall be deemed concluded when Duplico, upon receipt of the order, sends a written order confirmation or carries out the Delivery and Works to the Customer. Consequently, and in accordance with the provisions of these General Terms and Conditions, the contract and the order with a written order confirmation are of equal nature, have equal force, and are referred to in the further text of the General Terms and Conditions as the contract.

By the contract concluded between Duplico and the Customer or by the written order confirmation from Duplico, the scope, price, and other terms of Delivery and Works are determined. Amendments or supplements to the contract shall apply only if agreed upon in writing by both contracting parties.
Offers made and delivered by Duplico are non-binding, unless otherwise stated in the specific offer or if the offer results in the conclusion of a contract between Duplico and the Customer.

Data stated in catalogs, brochures, and similar, as well as other written or oral statements, are of informative nature and are binding only if expressly stated in the order confirmation from Duplico or in the contract between Duplico and the Customer, as technical documentation of the respective product.

Duplico is authorized to make partial or partial deliveries in relation to the entire order/order confirmation, without the specific approval of the Customer, if such delivery is possible and feasible, as a result of which Duplico issues an invoice for each delivered delivery.

The Customer is authorized to request partial or partial delivery only with the prior written consent of Duplico, and such consent will not be withheld without a justified reason.

The Customer is not authorized, without the prior written consent of Duplico, to transfer its rights and obligations from the contract concluded between Duplico and the Customer to a third party. In the event of the transfer of the Customer's rights and obligations to a third party without the consent of Duplico, such transfer is not valid and will not create any legal effect. In the event of the transfer of the Customer's rights and obligations to a third party with the consent of Duplico, the Customer and the third party to whom the rights and obligations from the respective contract have been transferred, are jointly liable to Duplico for the fulfillment of the transferred rights and obligations.

In the event that changes occur from the moment of preparing the accepted offer to the moment of realizing the agreed Delivery and Works regarding the offered product, for example, but not limited to, the impossibility of supplying the offered product within the specified deadlines, unavailability or discontinuation of production of the offered product, circumstances that Duplico could not predict and over which it could not influence, Duplico reserves the right to deliver another product with equivalent or better technical characteristics considering the occurred changes, and it will inform the Customer in writing, with appropriate explanation. The Customer is not authorized to challenge such change or refuse such Delivery and Works.".
The Customer's general terms and conditions of business or procurement shall apply exclusively if expressly confirmed in writing by Duplico. In all other cases, these General Terms shall apply accordingly, regardless of whether the Customer may have general procurement terms implemented in its own business.

The Customer is obliged to promptly and in writing inform Duplico of all changes regardless of whether they have an impact on the fulfillment of contractual obligations or not, including, but not limited to, bankruptcy, liquidation, over-indebtedness, status changes, etc.
Unless expressly stated otherwise in the contract, the Customer does not acquire industrial property rights or copyright to drawings, schemes, drawings, cost estimates, and other bidding, technical, and project documentation (hereinafter collectively: Documentation), which, as part of the offer or as an integral part of the contract, has been provided to the Customer by Duplico. The Customer is prohibited from forwarding the offer and delivered Documentation to unauthorized persons, distributing and reproducing it without the prior consent of Duplico. If the Customer forwards, distributes, or reproduces the delivered Documentation without the prior consent of Duplico, Duplico is entitled to compensation for damages. Unauthorized persons within the meaning of this paragraph include all persons who, based on knowledge of the offered price and terms from the Documentation, could achieve an economic or other interest with Duplico, especially based on this knowledge, contract a project with the Customer.

Duplico reserves industrial property rights or copyrights related to the Documentation, unless otherwise agreed.

Prices and payment terms

Unless expressly stated otherwise in the offer or contract, prices for the Delivery of products imply EXW (in accordance with INCOTERMS 2020 terms) warehouse Duplico, Svetonedeljska cesta 18, Kalinovica.

Unless expressly stated otherwise in the offer or contract, prices do not include packaging and packing costs, insurance costs, loading costs, and transportation costs.

If the Delivery of products with transport service is agreed upon, then the cost of transport and insurance to the defined location is additionally charged to the Customer on the agreed price, provided that such Delivery does not include unloading and transfer.
If, under the contract, Duplico has undertaken the obligation to perform Works, installation, installation, or assembly of products, provided that the contract does not expressly state otherwise, the Customer undertakes to take over the Works on the FCA terms of installation and assembly location according to the contract and/or offer, and bear all Incoterms defined costs associated with the Delivery of products, including, but not limited to, transportation costs and insurance costs of products to the installation and assembly location, travel expenses, and field allowance or daily allowance of workers.

Duplico will calculate the Works performed in that month on the last working day of the month, based on interim and final situation, according to the actually performed quantities and agreed unit prices. The settlement period may be shorter than one month, which Duplico and the Customer will agree on before the settlement.

When ordering products and/or services that deviate in quantities from the entire offer provided by Duplico, Duplico reserves the right to appropriate price adjustments for the ordered items. Any change in price will be indicated by Duplico on the order confirmation.

The prices stated in the offer are based on costs at the time of preparing the initial offer of products and/or services. In case the costs increase until the Delivery and Works, Duplico reserves the right to make appropriate price adjustments due to the occurred changes, and will inform the Customer in writing, with appropriate explanation.
The price does not include value-added tax, which Duplico will calculate in accordance with applicable laws and regulations.
Payment is made to Duplico's account held at a commercial bank, within 15 days from the date of the invoice in the full amount of the invoice, unless otherwise stated in the offer or contract. The Customer is entitled to challenge the invoice and/or the basis of the invoice within a maximum of 5 days from the date of issue. Otherwise, it is considered that the Customer agrees with the invoice in full and loses any right to challenge it.

In case of the Customer's delay in payment or other performance of obligations under the mutual legal transaction, Duplico may temporarily suspend the execution of Delivery and Works until the Customer fulfills its obligations. In this case, Duplico is entitled to charge statutory default interest and the right to an appropriate, proportional extension of the deadline for execution or completion of Delivery and Works in relation to the agreed deadline for as many days as the Customer's delay lasted.

Payment is considered made on the day the amount due is credited to Duplico's business account.

In the case of irregular payment or non-payment, in addition to statutory default interest, Duplico is entitled to charge the Customer all costs incurred before and during legal proceedings, especially costs for reminders, enforcement proposals, and services of a notary public and lawyer.

Unless expressly stated otherwise in the contract, approved discounts on the price are conditional upon timely payment of the entire payment and fulfillment of other contractual obligations by the Customer. Otherwise, the Customer is finally obliged to pay the price without a discount.
For the purpose of securing payment of the agreed price, the Customer is obliged to obtain and timely deliver one of the following payment security instruments issued for the value of the total agreed price plus VAT in favor of Duplico:

a) bank guarantee (irrevocable, unconditional, on-demand, and without objection)
or
b) promissory note or blank promissory note solemnized (confirmed) by a notary public,

where, if not expressly stated in the offer or contract, the Customer is authorized to provide any of the listed payment security instruments in favor of Duplico.

In case of 100% advance payment for Delivery and Works by the Customer, the obligation to provide payment security is not applicable.

Duplico is authorized to make a discretionary decision whereby the Customer is obliged to obtain and provide a payment security instrument for a value lower than the total agreed price plus VAT or, exceptionally, the Customer is not obliged to provide payment security, about which decision the Customer is obliged to obtain written confirmation from Duplico.

Delivery deadlines

The deadline for the Delivery of products and/or provision of services and execution of Works by Duplico starts to run upon cumulative fulfillment of the conditions as follows:

a) confirmation of the order is delivered to the Customer,
b) the Customer has fulfilled all technical, commercial, and other prerequisites that are its obligation and condition for commencing the provision of agreed services;
c) Duplico has received an advance payment or payment security instrument;

or another date or event expressly agreed upon in the contract. The fulfillment of condition stated under point c) is necessary in any case when the stated obligation is not excluded or inapplicable by Duplico's discretionary decision.
Unless otherwise expressly stated in the contract, timely receipt of all documentation, schemes, drawings by the Customer, as well as obtaining the necessary permits and approvals, including any permits, approvals, or consents from the Customer or third parties collaborating with the Customer, as well as compliance with the agreed payment terms and other obligations by the Customer, is a prerequisite for compliance with the agreed deadlines by Duplico. A prerequisite for complying with the agreed deadlines by Duplico is timely action by the Customer when a specific contracted activity or continuation of activities by Duplico requires a reaction or specific activity by the Customer or third parties collaborating with the Customer (for example, but not limited to, feedback approval with a draft or scheme provided by Duplico, feedback comments and requested adjustments regarding the provided drafts or schemes, etc.), in accordance with the deadlines set by Duplico to the Customer, taking into account the agreed deadlines for Delivery and execution of Works. Third parties collaborating with the Customer for the purposes of this paragraph include, for example, but not limited to, its subcontractor, subcontractor, sub-supplier, partner, etc.

If these conditions are not met in a timely manner, Duplico's deadlines for the performance of agreed obligations do not run but are proportionally extended for as many days as the Customer or third parties collaborating with the Customer delayed in fulfilling their obligations directly affecting the Delivery and Works of Duplico.

In case of delays in Delivery and Works caused solely by Duplico's fault, the agreed deadlines for Delivery and Works will be extended according to the agreement between the Customer and Duplico.

If the non-compliance with the Delivery and Works deadlines by Duplico is due to force majeure events, such as mobilization, war, rebellion, natural disasters, epidemics, strikes, blockades, fires, failure to issue necessary permits (installation, operation, import, export permits), government measures, legislative interventions, actions or omissions of the Customer or any third parties, or other events that Duplico could not foresee and/or influence, the deadlines for Delivery and Works will be extended for the duration of these circumstances or until the consequences of the circumstances are remedied.

The aforementioned circumstances justify the extension of the deadline for Delivery and Works even if they occur with Duplico's suppliers, subcontractors, and/or sub-suppliers, or it is considered that they occurred with Duplico.

Regardless of the above, if for any reason there is a postponement of deadlines for the performance of Customer's obligations, the deadline for Duplico's obligations is extended for the same period.

In case of delays in Delivery and Works resulting directly from activities or delays by the Customer or other performers/suppliers at the location/site/project, Duplico is not responsible for the delay, and therefore, there is no basis for payment of damages on that basis, and Duplico's deadline for Delivery and Works is extended proportionally to the duration of the Customer's or others' delays.

If the Delivery of products is prevented by the Customer for more than 5 days in a way that upon receiving notice from Duplico that the products are ready for pickup at the EXW Duplico warehouse, the Customer does not take over the products or does not provide appropriate shipping instructions within the specified period, Duplico has the right:

1. to appropriately store the products at the Customer's expense. In this case, Delivery is considered completed; ownership and risk of the products will be transferred to the Customer, and Duplico will issue an invoice to the Customer for the executed Delivery, and the Customer is obliged to make payment to Duplico. Additionally, Duplico will charge the Customer for each commenced day of storage a rental fee or a flat fee for daily space rental in the amount of 500.00 EUR + VAT, including the rent for the past 5 days.

2. to carry out Delivery to the Customer's headquarters address by the method of shipment of its choice. In this case, ownership and risk of the products will be transferred to the Customer at the EXW Duplico warehouse, and Duplico will issue an invoice to the Customer for the executed Delivery and transportation and insurance costs, and the Customer is obliged to make payment to Duplico.

The Customer is obliged to accept the Delivery item even if it has minor defects or minor damages that do not interfere with the intended use and/or use that meets safety requirements.

In all other cases, the Customer or carrier is obliged to confirm receipt or handover of Delivery to Duplico in writing by endorsement on transport documents and/or additional requested Delivery receipt confirmations.

Delivery; Transfer of risk and ownership

Unless otherwise expressly stated in the contract, the risk and ownership pass to the Customer as follows:

a) For Deliveries of products to Duplico's EXW warehouse: when the delivery item is made available to the Customer in Duplico's warehouse. Duplico is not obliged to insure the delivery item against customary transport risks, and the Customer must separately arrange such insurance,

b) For Deliveries of products on another agreed parity: when the delivery item is handed over to the carrier and/or Customer by Duplico at the defined location according to the Incoterms 2020 terms,

c) For the execution of Works (installation, assembly, fitting, or mounting): on the day of partial or complete acceptance of the Works or after the commencement of trial and test operation if applicable, which events will be determined by an appropriate protocol.
In each of the cases mentioned in point 1 of this chapter, the risk of accidental loss or damage to the products passes to the Customer at the moment of partial or complete ownership transfer of the Delivery and Works by the Customer.
Similarly, if the dispatch, delivery, commencement, conduct of installation, assembly, fitting, or mounting, acceptance of Works at the Customer's location, or trial and test operation is delayed for reasons attributable to the Customer or if the Customer delays in taking Delivery for other reasons, the risk and ownership pass to the Customer at the moment when the Customer refuses to accept the performance or prevents it by its behavior.

Retention of title

Duplico reserves the right of ownership over the delivered products within the scope of the execution of Works until the full payment of the price amount, including any interest and/or costs by the Customer, and the performance of all obligations that the Customer has towards Duplico based on the relevant contract.
For the delivered products for which Duplico has retained ownership rights, the risk of accidental loss or damage is borne by the Customer from the moment when those products are delivered to the location/site/project. The Customer is obliged to provide Duplico with the insurance policies covering the products at the Customer's location for inspection in the shortest possible time.

During the period of retention of ownership rights by Duplico, the Customer is not allowed to enable enforcement or transfer of ownership rights, establish a lien over the delivered products, or otherwise encumber them.
The Customer is obliged to promptly notify Duplico of any enforcement actions, seizures, and other measures or interventions taken by third parties on the delivered products for which Duplico has retained ownership rights. The Customer is also obliged to promptly inform such third parties of Duplico's retained ownership rights over the mentioned products.
If the Customer breaches any of the material contractual obligations, especially if it delays in fulfilling its payment obligation, Duplico is authorized, after a warning, to take back the delivered products, and the Customer is obliged to hand them over to Duplico at the location designated by Duplico or, alternatively, to allow Duplico unhindered access to the space where the delivered product is located. The return of products or the exercise of retention of ownership rights by Duplico will not be considered a termination of the contract between the Customer and Duplico unless Duplico expressly declares so in writing.

Installation, assembly, fitting, mounting

For Deliveries of installation, assembly, fitting, and mounting services, and other Works, unless otherwise expressly stated in the contract, the following provisions apply:

The Customer is obliged to accept and, at its own expense, ensure the following:

a) all earthworks, construction works, and other ancillary works that are not contracted or do not fall within Duplico's business activities, including the necessary skilled and auxiliary workforce, construction materials and tools, etc.,
b) all necessary equipment and materials required for assembly and commissioning, such as scaffolding, cranes and other devices, fuels and lubricants, etc.,
c) electrical energy and water at the place of use, as well as all other necessary connections, including, but not limited to, heating and lighting, etc.,
d) at the installation site, for the purpose of storing machine parts, equipment, materials, tools, etc., adequate-sized, suitable, dry rooms that can be locked, and appropriate workspaces and accommodation facilities for the assembly personnel, including sanitary facilities and/or devices, as appropriate;
e) for the protection of Duplico's personnel performing the assembly and Duplico's property, including, but not limited to, tools and products that are the subject of delivery and are located at the Customer's premises or under the Customer's control or the control of its suppliers or subcontractors, all necessary measures for protection and security shall be taken at the assembly site, which Duplico would take to protect its own property and personnel, as well as appropriate measures prescribed by the applicable legal regulations at the assembly site.
Before commencing assembly or installation works, the Customer is required to provide Duplico with all necessary information regarding the location of underground power lines, gas, and water or similar facilities or installations, as well as all necessary static data.
Unless otherwise expressly stated in the contract, before commencing assembly, installation, fitting, or mounting, the Customer is obliged to ensure the availability of all devices and items necessary for the commencement of the work at the assembly and mounting site. All preparatory work must be carried out in such a way that assembly and mounting can begin according to the agreed terms and be carried out without interruption. Access roads and the location of assembly and mounting must be leveled, organized, cleaned, and free of obstacles.
Unless otherwise expressly stated in the contract, Duplico shall not be responsible for unloading the products and their movement to the installation site. If, in Duplico's discretionary opinion, the environmental conditions at the site are not suitable for product installation or service provision, if safe working conditions are not provided at the site, or if the Customer has not provided any facility or assistance that it is obliged to provide under the contract, Duplico's obligation to install the products and/or provide the services shall be suspended, without liability on the part of Duplico, until such circumstances are rectified to Duplico's satisfaction, and any deadlines for the completion of the services shall be extended accordingly and in proportion to the duration of the inability to act. In the event of loss, damage, or malfunction of the products after their delivery but before the commencement of the services, the products shall be restored to satisfactory condition at the expense of the Customer before Duplico continues to fulfill its obligations.
If the installation, assembly, or commissioning work is extended due to circumstances for which Duplico is not responsible, the Customer is obliged to bear all of Duplico's costs during the extension of the deadlines, including but not limited to travel expenses and any damages incurred by Duplico due to such extension.
The Customer is obliged to confirm in writing to Duplico the percentage and/or complete completion of the Works on assembly, installation, fitting, or mounting, or the moment of commissioning and/or delivery of the Works.
If after the completion of the Works Duplico requests acceptance, the Customer is obliged to accept the Works within one week, upon which an appropriate acceptance report shall be drawn up. If the acceptance of the Works or the signing of the acceptance report by the Customer does not occur within the specified period without justified reason, or if the Customer has already started to use the subject of the Works, and the acceptance report for any reason is not signed, it shall be deemed that the acceptance has been made, whereby the warranty period as well as other obligations of the Customer and Duplico related to the acceptance of the subject of the Works shall commence as if the acceptance had been made, and Duplico shall issue an invoice to the Customer for the completed Delivery and Works, and the Customer is obliged to pay Duplico.

Testing

Duplico conducts inspections and testing of products according to its own standard testing procedures, in accordance with applicable standards and professional rules. The Customer is obligated to settle all fees related to any additional inspections or tests requested by the Customer and agreed upon by Duplico to be conducted at the Customer's request. If the Customer does not attend any such scheduled inspection or testing as previously agreed, such inspections/tests will be carried out as planned and will be considered as if conducted in the presence of the Customer.
If Duplico is obliged under the contract to perform acceptance inspections or tests at the construction site, Duplico will notify the Customer of the completion of the inspections/tests at the construction site. If not otherwise agreed in the contract, acceptance inspections/tests at the construction site will be conducted in accordance with procedures agreed upon by the contracting parties.

If Duplico is unable to commence inspections/tests at the construction site on the day they are scheduled to begin for reasons within the Customer's control, or if the products fail the acceptance tests at the construction site for reasons beyond Duplico's control, it will be deemed that the products have been accepted and that the Customer has taken possession of them at the construction site. In any case, acceptance tests at the construction site or the repetition of such tests will be conducted at a mutually agreed-upon time, and any additional costs incurred by Duplico will be borne by the Customer.

After the products pass the acceptance tests at the construction site, the Customer will sign an appropriate acceptance report. The report may note that minor defects were discovered during acceptance, which do not comply with Duplico's specifications, and which Duplico will rectify at a later agreed-upon time.

An appropriate acceptance report signed by the Customer, except in cases of fraud or dishonesty regarding any matter stated in it or affecting such matters, shall be considered conclusive evidence of the suitability of the products and all services provided by Duplico under the contract.
If Duplico, during inspections of existing installations, determines that they do not meet professional standards, applicable regulations, and/or standards, the Customer agrees to bear the costs of bringing the installations into compliance and the costs of re-inspection.

Responsibility for defects during the warranty period, warranty:

In case of compliance with agreed payment terms and timely notification by the Customer to Duplico of any discovered defect, Duplico is obliged to rectify any such defect that existed at the time of delivery or transfer of risk and ownership to the Customer, and which affects proper functionality, and which is based on an error in design, material, and/or execution of the delivered products or provided services. Duplico is not liable for defects that were known to the Customer at the time of contracting or could not have remained unknown to them.

In the event of a defect that could not be detected by a visual inspection of the delivered items during acceptance or transfer of risk to the Customer, the Customer must notify Duplico in writing of the existence of such defect no later than 10 days from the date of acceptance. If the Customer misses the specified deadline, they lose the right to invoke such defect, and Duplico is no longer obliged to rectify such defect.

In the event of timely notification of a defect in accordance with the previous point and the determination of the existence of such defect, Duplico will, at its own choice and expense, repair, replace, or provide all parts or services whose contractual usability, due to circumstances occurring before the transfer of risk to the Customer, has been significantly diminished. Duplico will rectify such defect within a reasonable time frame.

The Customer must promptly provide Duplico with all documentation or data in order to quickly ascertain the condition of the matter and rectify the defects.

For the rectification of defects, the Customer will provide Duplico with adequate time and appropriate conditions. If this is denied or not provided by the Customer, Duplico is released from the obligation to rectify the defect.
The warranty period for products and services as the subject of delivery is 12 months, unless special warranty periods have been agreed upon for certain items of delivery. The warranty period for works as the subject of delivery is 24 months, unless special warranty periods have been agreed upon for certain items of delivery. The warranty period starts from the moment of risk transfer to the Customer in accordance with these General Terms, unless special conditions have been agreed upon for certain items of delivery.

The Customer is obligated to report malfunctions and/or the need for defect rectification during the warranty periods specified in the contract or these General Terms via Duplico's official service support channel or through the web form at https://duplico.com/hr/jamstveni-rok. In case of non-compliance with this provision by the Customer, Duplico is not obligated to address the defect or rectify it under different conditions. If reported in accordance with this provision of the General Terms, Duplico will rectify defects for which Duplico is responsible within a reasonable period.

The warranty does not cover natural wear and tear or damages occurring to the delivered items after the risk transfer to the Customer, including but not limited to incorrect, negligent, or superficial handling, excessive loading, unauthorized servicing, mechanical damage, use of inappropriate driving means, as a result of deficient construction work, chemical influences, atmospheric discharges, unsuitable construction soil, or based on specific external influences not foreseen in the contract, nor does it cover errors in software that cannot be reproduced, as well as installations and assemblies not carried out by Duplico. The same limitation applies to those malfunctions and/or damages resulting from materials provided by the Customer.

The Customer's right to warranty does not extend to damages resulting from the actions of third parties or the Customer itself.

Duplico's warranty does not apply to third-party software, nor is Duplico liable for any defects in third-party software or damage caused by such software.

If the Customer or third parties make modifications or any actions on the software or installations carried out by Duplico, then Duplico is not liable for damages and/or defects in the delivery items or executed works or the consequences arising from such modifications or actions concerning all parts delivered or executed by Duplico that may be affected by such modifications.

If the Customer or third parties improperly carry out modifications or commissioning works on products delivered by Duplico, then Duplico is not liable for damages and/or defects in the delivery items or the consequences arising from such modifications and works.

The warranty period for subsequent repairs, replacement deliveries, or provision of replacement services is 6 months, with said period lasting at least until the expiration of the original warranty period for the item of delivery.

The warranty period is extended for those parts that cannot be put into operation due to the interruption of use of the item of delivery, according to their purpose, for as long as the interruption of use caused by repairs, replacement deliveries, or provision of replacement services lasted.

The warranty period for the item of delivery, including subsequent repairs and replacement deliveries, in any case ends no later than 18 months for delivered products and services or 30 months for delivered works after the risk transfer to the Customer, unless expressly stated otherwise in the contract.

Warranty rights cannot be inferred from data provided in catalogs, brochures, promotional materials, or from written and oral statements not included in the contract or these General Terms.

Duplico does not provide a warranty for the sale of used goods.

If it is found upon Duplico's visit to the location that the reported damage or defect on the item of delivery is not covered by the warranty, then the Customer is obligated to reimburse Duplico for the incurred travel expenses and the time spent by employees in travel and at the location. If Duplico nonetheless carries out such repair or replacement according to the Customer's needs, the Customer is obligated to reimburse Duplico for the labor costs in addition to the travel expenses, in accordance with the hourly rates of Duplico's employees.
This chapter does not affect the application of the Limitation of Liability chapter.

Limitation of liability

Regardless of the application of any other provision of the contract, the exclusive cumulative maximum aggregate liability of Duplico for any and all loss, liability, expense including legal costs, damage claims, or proceedings arising out of or in connection with the contract or any ancillary contract between the contracting parties, arising from contractual liability, tort, including negligence, misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights, or otherwise, shall not in any event exceed 1% of the value of the contracted work.
Regardless of the application of any other provision of the contract, Duplico shall not be liable under the contract or in connection therewith or any ancillary contract between the contracting parties for any loss of revenue, actual or anticipated profits, anticipated savings, production interruption, increased costs of any kind, business interruption, loss of contract, loss of goodwill or reputation, loss, damage, or corruption of data, production stoppages, end-user claims, or any indirect, consequential, incidental, or successive loss or damage of any kind, whether caused by or arising out of: contractual liability, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, or infringement of intellectual property rights, regardless of whether the contracting parties could foresee or consider such loss or damage.
Nothing in the Contract or any ancillary contract shall exclude or limit Duplico's liability for fraud, gross negligence, willful misconduct, or any liability to the extent such liability cannot be limited or excluded under applicable law.
If applicable, the foregoing provisions apply also for the benefit of Duplico's subcontractors or sub-suppliers responsible for the execution of the contract.
In case of non-compliance with any conditions for assembly, commissioning, and use (e.g., as specified in the user manual), Duplico shall not be liable for any damages or other costs to the Customer.

Intellectual property

If a third party asserts justified claims against the Customer due to the infringement of industrial property rights or copyrights (further in the text: protected rights) relating to the delivered item, which Duplico has delivered and which is used in accordance with the contract and/or order, Duplico shall be liable to the Customer as follows:

a) Duplico will, at its option and at its expense, either obtain a right to use the product or modify the product to avoid infringement of third-party rights, or replace the product. If it is not possible to do so on reasonable terms, Duplico will take back the product and proportionally reduce the total price or refund the purchase price if such circumstances prevent the fulfillment of the contract's purpose.

b) The aforementioned obligations of Duplico exist only if the Customer immediately notifies Duplico in writing of any potential liability, claims, initiated actions, or other demands from third parties, if the Customer does not acknowledge the alleged infringement of protected rights, and if Duplico has all rights to object to and negotiate settlements. If the Customer suspends the use of the product for reasons of damage limitation or other important reasons, it must inform the third party that the suspension of use is not in any way related to an acknowledgment of infringement of the protected right.
All claims of the Customer are excluded if the Customer is responsible for the infringement of third-party protected rights or if it has not fulfilled its obligations.
Unless expressly stated otherwise in the contract, the Customer's claims are excluded if the infringement of the protected right is caused by specific, pre-defined data and information provided by the Customer, the application of which Duplico did not, could not, or had no reason to know would cause infringement of third-party protected rights, or if the Customer independently modified the delivered product or used it together with products not supplied by Duplico.
Unless expressly stated otherwise in the contract, all other rights of the Customer against Duplico arising from the infringement of industrial property rights or copyrights of third parties are excluded.
In accordance with these General Terms, the Customer authorizes Duplico to publish photographs of end products, facilities, and installations delivered to the Customer based on the contract on its website and/or social media for reference purposes.
With respect to the software delivered by Duplico, the Customer has a non-exclusive right to use it with the agreed characteristics, in unaltered form on the agreed devices. The Customer has the right to one backup copy of the delivered software made by Duplico, containing all the copyrights of Duplico or the owner of the delivered software.
Unless otherwise expressly stated in the contract, the Customer shall not copy, translate, modify, adapt, decompile, disassemble, or change Duplico's software without prior written consent from Duplico.

If, as an exception to the above, with or without Duplico's consent, the Customer copies, translates, modifies, adapts, decompiles, disassembles, or changes Duplico's software, Duplico shall own all rights to any copy, translation, modification, adaptation, or performance of the software, including any improvements or advancements thereof. Upon Duplico's request, the Customer shall perform all necessary actions to transfer all rights arising from the copy, translation, modification, adaptation, or performance of the delivered software to Duplico or to the owner of the delivered software.

The Customer has no right to use the source code of the delivered software by Duplico unless expressly stated otherwise in the contract.

This article does not affect the application of the Other Types of Liability chapter, nor the Customer's right to terminate the contract in accordance with these General Terms.

Termination of contract

Unless otherwise specified in the contract, the condition for termination of the contract concluded between the Customer and Duplico is the impossibility of delivering the contract items for reasons for which neither party is responsible, delay by Duplico due to its fault, and non-fulfillment of contractual obligations by the Customer, all after the expiry of a reasonable subsequent period for performance. Notice of termination of the contract shall be sent in writing by registered mail to the addresses of the contracting parties.
If the agreed delivery becomes impossible for reasons for which neither party is responsible, mutual contractual obligations cease, and the parties are obliged to return to each other everything they have received for the fulfillment of contractual obligations.
If unforeseen events within the meaning of the Delivery Deadlines section of these General Terms significantly change the economic significance or content of the delivery or significantly affect the business of Duplico, the contract will be adjusted to the situation accordingly in accordance with the principle of good faith. Duplico has the right to terminate the contract if the changed circumstances justify termination from an economic perspective, with a notice period of 30 days, provided that Duplico first attempted to negotiate a modification of the contract terms with the Customer. If Duplico wishes to terminate the contract, it must inform the Customer immediately upon realization of the extent of the aforementioned event.
Regardless of its other rights, Duplico has the right to immediate termination of the contract without notice in the following cases:

a) if Delivery, or the commencement or continuation of the provision of services or execution of works, is not possible for reasons for which the Customer is responsible, or if the Customer continues to delay in fulfilling its obligations after the expiry of a reasonable subsequent period for performance,

b) if doubts arise regarding the Customer's financial ability, or if the Customer, within the agreed period, does not pay an advance payment upon Duplico's request or does not provide the required guarantee before Delivery or execution of Works,

c) if bankruptcy proceedings are initiated against the Customer's assets or if a request to initiate bankruptcy proceedings is denied due to lack of sufficient assets,

d) if an extension of the Delivery or Works period due to unforeseen circumstances specified in the Delivery Deadlines section exceeds a total of more than half of the originally agreed period, but at least 6 months.
Duplico may terminate a partially fulfilled contract for the remaining open part of Delivery or service for reasons stated in the previous point of this section.

In the event of Duplico's termination of the contract in accordance with the previous point of this section, the Customer is obliged to pay for the delivered products, services provided, and works performed until the time of termination, in which case such payment does not exclude possible claims for damages by Duplico.

Electronic commerce

Electronic commerce means conducting business in electronic form using information and communication technology and the use of electronic signatures in legal transactions, in accordance with the legal regulations governing electronic commerce and electronic signatures.
Electronic commerce is equivalent to traditional written business methods if permanent storage of electronic messages and their subsequent use is enabled, if data is stored in a way that allows the origin of the transmission and the destination of the electronic message to be determined, as well as the time and place the message was sent or received, if the data is stored in the same format in which it was created, sent, or received, or in another format that accurately represents the created, sent, or received data, and if the technology and procedures used appropriately prevent any alteration or deletion of data, or ensure the immutability of the message.

Export controls; Compliance with customs laws

If the Customer resells products (hardware, software, or technology and related documentation, regardless of the method of procurement) or services provided by Duplico to any third party, the Customer must comply with all applicable domestic and international export control (re-export) regulations. In the event of such transfer of products, works, or services, the Customer undertakes to comply with the provisions on export control (re-import) of the Republic of Croatia, the European Union ("EU"), and the United States of America ("USA").
Before the Customer transfers products, works, or services provided by Duplico to a third party, the Customer must specifically verify and ensure, through appropriate measures, that:

• there will be no violation of embargoes imposed by the Republic of Croatia, EU, USA, or the United Nations by such transfer, by negotiating contracts related to those products, works, and services or by providing other economic resources related to those products, works, and services,
• such products, works, and services are not intended for use involving arms, nuclear technology, or weapons, to the extent that such use is subject to prohibition or approval, unless the necessary approval has been obtained,
• all applicable regulations relating to the Lists of Sanctioned Parties of the Republic of Croatia, EU, and USA regarding trading with entities, individuals, and organizations listed in those Lists are taken into account.
Upon Duplico's request, the Customer is obliged to immediately provide Duplico with all information related to each end customer, individual destination, and specific purpose of the goods, works, and services provided by Duplico, as well as information on any applicable export control restrictions.
Duplico is not obliged to deliver any products, software, services, or technology until it obtains the necessary import/export permits, if required, or all requested information. If, for any reason, such import/export permits are denied or revoked, or if there is a change in any Compliance Trade Rules that would prevent Duplico from fulfilling the contract, or if the performance of the contract, in Duplico's reasonable judgment, would have an impact on the company's reputation or otherwise expose Duplico to liability under the Compliance Trade Rules, Duplico shall be released from all obligations under the contract without liability for damages.
The Customer confirms that it will not take any actions or conduct that would expose Duplico to the risk of being subject to penalties under laws and regulations on the prevention of bribery or corruption of any applicable jurisdiction, including, without limitation, the laws and regulations of the USA, EU, and countries where Duplico and the Customer have a business presence. The Customer warrants and represents that it implements and will continue to implement appropriate procedures to prevent any actions that could result in a violation under the relevant laws and regulations on the prevention of bribery or corruption, and that none of its employees, directors, officers, subcontractors, intermediaries, and agents takes or will take any actions that would be considered a breach of any laws and regulations on the prevention of bribery or corruption.
The Customer is obliged to indemnify Duplico for all damages and to release it from liability for any claims, lawsuits, penalties, losses, expenses, and damages arising out of or in connection with the Customer's non-compliance with export control regulations, and the Customer is obliged to compensate Duplico for all damages and costs resulting therefrom.

Data protection and confidentiality

The Customer undertakes to keep confidential all data to which it has access during business cooperation with Duplico and thereby undertakes not to disclose, without prior written consent from Duplico, to unauthorized persons or any third party information related to or associated with the business cooperation between Duplico and the Customer, especially not to disclose such information to direct or indirect market competitors of Duplico
The data to which the Customer has access during business cooperation with Duplico from the previous point include, but are not limited to, drafts, plans, samples, equipment, reports, studies, drawings, schedules, specifications, diagrams, technical data, databases, business methods, ideas, knowledge, skills, visuals, concepts, technical solutions, processes, "know-how," application solutions, any form of software, documentation, and all other correspondence between Duplico and the Customer related to their mutual business cooperation.
The Customer is obliged to:

a) Not use any information received from Duplico in any other way except to fulfill the specific contract, without prior written consent from Duplico,
b) Treat the information received from Duplico with a high level of confidentiality and secrecy,
c) Not disclose to any third party any information received from Duplico without prior written consent from Duplico,
d) Disclose the information only, and even then to the extent necessary, to those of its employees, associates, or consultants who, in accordance with the subject matter of the contract, need to know and who are subject to equal obligations of confidentiality and secrecy through their employment contracts, work contracts, copyright contracts, or service contracts,
e) Not copy, print, put in written form, or store in electronic form any material part of the information received from Duplico, except where necessary to fulfill the contract,
f) Upon request from Duplico, at any time return, destroy, or, where information is stored in electronic form, permanently delete all information (including notes, reports, analyses, findings, and opinions) related to or resulting from the information produced by Duplico, as well as all their copies, and, where possible, provide confirmation of destruction or deletion,
g) Not use the knowledge, skills, and information, particularly related to the sequence of applied professional actions, methods, processes, and application solutions or "know-how," which become available to it within the scope of the cooperation, for the purpose of creating or developing the same or similar technical solutions that could be construed as competitive products.
Duplico and the Customer shall not be liable for the disclosure or use of confidential data that:

a) are already known to or become known to the public, except through a breach of the obligation to maintain the confidentiality of the data;
b) must be disclosed based on the law at the request of the competent authority.

If the Customer breaches the obligation to maintain the confidentiality and secrecy of the data from this chapter, it shall, without any limitations, be liable for any damages incurred by Duplico as a result of the breach of the obligation to maintain the confidentiality of the data.
The Customer undertakes, in relation to the obligation to maintain the confidentiality of the data, through employment contracts, internal rules, or in a similarly legally acceptable manner, to bind its representatives, employees, associates, and assistants to maintain the confidentiality of the data.
For the purpose of preserving confidential information, the Customer shall not directly or indirectly:

a) Solicit, on its own initiative, any employee of Duplico or any employee of any of its affiliates who is or has been in an employment relationship with Duplico,
b) Encourage any employee of Duplico to terminate their employment relationship with Duplico or any of its affiliated companies,
c) Encourage any employee of Duplico's third party to accept employment with the Customer or any of its subsidiaries, affiliates, partner companies, corporations, associations, agencies, or other legal entities or associations with which the Customer is associated. If during the term of the contract the Customer becomes aware that any such employee has accepted employment with any of the aforementioned entities, it shall promptly notify Duplico of the identity of that employee and confirm that it has not violated any provision of this agreement.
The obligations regarding the confidentiality of data and the prohibition of recruitment from this chapter shall remain in force for 5 years after the completion of the business cooperation between Duplico and the Customer.

Cyber security services

Duplico does not guarantee that the services performed or products delivered related to cybersecurity will provide protection against all potential threats, despite warranties and liability clauses in these General Terms. The Customer is aware that, given the inherent risks in the security of industrial control systems and information systems, Duplico does not represent, warrant, or guarantee that the Customer will be able to achieve permanent and complete security of equipment, systems, or facilities or that the Customer's system environment will not be affected by cyber threats, even if all proposed measures are implemented. The Customer remains solely responsible for the security of its equipment, systems, and facilities.
Therefore, Duplico suggests to the Customer to integrate the services performed, delivered products, and technical interfaces into a holistic, advanced concept of industrial and/or information security, based on recognized information security standards such as ISO 27001 and ISA/IEC 62443. The Customer is aware that any security tools and products, including those provided, may fail, be unable to prevent individual attacks, be incompatible with all systems and devices, and may have operational errors. No product or service can provide protection against all threats or operate without any difficulties in all circumstances. Although Duplico delivers products and provides services intended to improve the security of the Customer's equipment, software, systems, and facilities, the Customer will remain solely responsible for the security of the relevant equipment, software, systems, and facilities at all times. Duplico does not provide any warranties in this regard.
Duplico does not guarantee that the services subject to the contractual relationship regarding cybersecurity will prevent the success of all future cyber attacks or uncover all security flaws in the Customer's system. The Customer acknowledges being aware of this and therefore waives the right to object.

Relevant law and court jurisdiction

The Customer and Duplico will attempt to resolve all disputes and disagreements amicably.

In case of the inability to amicably resolve a dispute, all disputes arising from the contract concluded between the Customer and Duplico will be finally settled before the competent court in Zagreb.
Material law of the Republic of Croatia shall apply to contractual relationships governed by these General Terms, contracts, or other additional agreements concluded in writing between Duplico and the Customer.
The Customer is responsible for any change in costs, delay, or modification in the execution of the contract resulting from changes in laws, codes, standards, court decisions, or decisions of state authorities, if such changes occur after the conclusion of the contract.

Final provisions

If any provision of these General Terms or provisions of special contracts or other additional provisions concluded in writing between Duplico and the Customer becomes unlawful, invalid, or unenforceable in any respect according to applicable law, it shall not affect the legality, validity, or enforceability of the other provisions of these General Terms or special and other additional provisions concluded between the contracting parties. Duplico and the Customer undertake to disregard such unlawful, invalid, or unenforceable provision or replace it with a provision whose content complies with applicable legal frameworks.
Duplico's obligation to fulfill the contract is conditioned by limitations arising from the requirements of foreign trade and customs regulations of Croatian and international law or any embargo and/or other sanctions.
Duplico and the Customer declare that neither party has been induced or influenced, based on any statement, condition, warranty, promise of reward or personal gain, coercion, or obligation, to enter into a contract for the supply of products and/or provision of services that are not expressly included in the contract governing all rights and obligations of Duplico and the Customer.
Oral agreements between Duplico and the Customer shall not be valid unless confirmed in writing by authorized representatives of the contracting parties.
Subsequent amendments and supplements to the contract are valid only if confirmed by authorized representatives of Duplico and accepted by the Customer in writing.
These General Terms are drafted in both Croatian and English. In the event of any discrepancies, the General Terms drafted in Croatian shall prevail.