1. In general
1.1. These general sales terms apply to all deliveries and services rendered by Duplico d.o.o. (hereinafter: Duplicate), unless there is a special written agreement or specially agreed terms of reference for each business affirmed by Duplico and the Buyer.
1.2. General Sales Terms are an integral part of each Transaction between Duplico and a Party unless otherwise expressly agreed otherwise in writing, in which case they apply to all that Duplico and the Buyer have not agreed in writing.
1.3. Purchase conditions set by the buyer, and in particular, terms that are not approved by Duplico, are not applied. No objection from the Duplico or buyer are needed.
1.4. Any modification or amendment to these general terms of sale shall be made in writing.
2. Offer, acceptance of bids, order confirmation
2.1. The Duplico Offer is time limited and valid until the deadline specified in the offer.
2.2. Buyer accepts the order in writing. The order must contain customer information, accepted price, call on the bid the buyer accepts and must be verified by the customer’s authorized person. In the event that the buyer accepts the offer in its partial volume, it is obliged to clearly state in the Order. By submitting the order, the buyer confirms the agreement with these general terms of sale.
2.3. Duplico accepts orders with verbal or written confirmation. Every item of goods, services and works is executed under the terms of the Duplicate, except in cases where the Customer issues a written objection.
2.4. If the Buyer unilaterally abandons the Order after it has been confirmed by Duplico, it is liable to bear the damage done to Duplico related to the Order in question (eg production of documentation, production preparation, special material and component costs, etc.).
3. Price
3.1. All prices are based on valid calculation factors, in accordance with the offer and order confirmation, which includes the EXW parity (ex works, nominal place), according to Incoterms 2010
3.2. All prices quoted are quoted without value added tax (VAT).
3.3. If the costs at which the agreed prices are based on changes, Duplico reserves the right to match the cost with the adjusted prices.
3.4. If delivery is delayed due to the circumstances the buyer may have affected, Duplico is entitled to reimbursement of the costs by an appropriate increase in the purchase price. This circumstance does not affect the right of Duplico to compensate for losses incurred for other reasons.
3.5. The customer will bear the costs of taxes, duties and other expenses that must be paid upon receipt of delivery, unless Duplico has a written commitment to take over the mentioned costs.
4. Place of execution, delivery
4.1. The place of execution or delivery is Duplico or another named place.
4.2. Sending and transporting is done for account and customer risk. After the delivery or takeover of the goods at the agreed place, the risk passes to the buyer. If the buyer does not accept the delivery, Duplico is deemed to have done the same and has the right to keep the goods at the customer’s expense. The storage costs, in the amount of 0.5% of the purchase price on each day of storage, shall be returned to the Duplico by the Buyer immediately and not later than 3 (three) days after the submission of the request to the Buyer for the reimbursement of these costs. Upon expiration of the five-day period for the goods to be taken over by the buyer, the buyer shall bear the risk of loss or damage to the Duplico Stock.
4.3. Duplico is entitled to partial delivery, in accordance with the nature of the work and these terms of sale.
4.4. If Duplico is unable to make delivery at agreed date due to circumstances beyond its control and can not influence (higher power, customer deferral, work irregularities or breaks for which it is not responsible, delay in transportation, material shortage or energy for which it is not responsible, ) will be entitled to make delivery at the earliest possible date, provided that the buyer is able to accept the delivery on that date. Otherwise, Duplico reserves the right to terminate the contract. In other cases of delays in delivery, Duplico will be liable only in the event of its own extreme negligence or intent.
4.5. If the buyer does not have an import license, it is obligatory, however, to receive the goods.
5. Warranty and liability
5.1. Duplico guarantees that the goods comply with the agreed specifications, with a standard tolerance of +/- 5% of the total quantity of goods.
5.2. The buyer will carefully review the goods upon takeover and in writing will notify any complaints regarding the quantity, type or quality of the goods immediately, but not later than 8 (eight) days after the takeover of the goods. With the complaint, the buyer is obliged to provide the evidence on which to file the complaint. In the event of non-compliance with this condition, any customer’s claim, including claims for damages, is invalid. If the complaint is made in a timely manner and in a proper manner, Duplico will, on its own professional judgment, perform the repair of the goods, replace the goods or take over the goods with a defect and return or reduce the purchase price. The buyer will not have other rights based on the claim.
5.3. The warranty period is 6 months, unless otherwise agreed in writing and begins to run at the time of delivery or when the goods are ready for delivery to the customer at the delivery point, in case the buyer does not accept the delivery of the goods.
5.4. Duplico is not entitled if the goods are damaged or defected through the customer’s misleading order or usage on special purposes that were not specified in the order, or due to lack of attention of the customer, insufficient control, maintenance or improper use of the goods by the buyer.
5.5. Duplico is responsible for damage only in case of intent or extreme negligence. The Duplico will not be liable for any consequential damages, lost profits and refunds.
5.6. Return of goods with a defect requires the prior consent of Duplico. If the goods have been returned without the prior consent of Duplico, Duplico has the right not to accept the returned goods and return it to the buyer at its expense
6. Retention of ownership rights
6.1. Duplico will retain the ownership right on the shipped commodity until all customer obligations are met, and in particular the receipt of the total purchase price.
6.2. In the case of resale of the goods, the buyer gives all the receivables for the resale goods to the Duplico until the final repayment of the obligation, including legal default interest and eventual costs of collecting the receivables.
7. Payment and delay
7.1. The purchase price is paid in full within 30 (thirty) days from the date of invoice delivery unless otherwise agreed.
7.2. Duplico will, for the purpose of securing payment, accept a bank guarantee or a blank sign-up to the total amount of the purchase price.
7.3. In the event that a customer fails to pay within the agreed time, Duplico has the right to:
- to request the payment of the outstanding amount in full, plus the amount of legal default interest
- to delay the performance of its obligations until the debt is fully settled
- require a certain extension of the delivery or execution deadline
- terminate the contract in case of non-fulfillment of the obligation to pay within a reasonable period of time.
This also applies in case of partial delivery. If Duplico terminates the contract for non-payment reasons, the Buyer is required to pay a Duplico Contractual Fee in the amount of 10% of the total purchase price and reimburse any costs incurred exceeding this amount.
7.4. In the event of a buyer’s inability to pay or overdue of the buyer, or if there is a reasonable suspicion of the buyer’s ability to pay, Duplico is entitled to:
- immediately request payment of receivables, regardless of the due date
- suspend all contracted deliveries that are not met and execute only pre-paid deliveries. If the buyer refuses to pay in advance, Duplico may terminate the contract and claim damages.
7.5. In case the buyer is late to pick up the goods, the payment is due immediately.
7.6. In case the buyer does not link the payment to the paying account when making the payment, Duplico will account for the unpaid payment as the payment of the oldest debt and the interest and expenses incurred.
8. Final provisions
8.1. Documents or information regarding Duplico, its products, business partners or other customers, or any information made available to the buyer or known to the buyer during a business relationship, shall be considered a business secret and shall not be disclosed to third parties, in particular non-competitive to the public or to the public in any way.
8.2. All amendments shall be valid only if they are drawn up in writing and signed by both parties.
8.3. Any possible disputes arising out of the performance of the contract shall be settled by the parties to the agreement, unless otherwise agreed by the Commercial Court in Zagreb. All possible disputes will apply Croatian law, ie Croatian positive regulations.
8.4. These general sales terms apply from 1 April 2018 and apply to all deliveries and services rendered by Duplico d.o.o