These general terms and conditions of business (hereinafter: the General Terms) apply to all contracts for the sale of goods from the range of BIO-VERDURA d.o.o. (hereinafter: the Contracts) and form an integral part thereof.
These General Terms apply to all current and future business relationships in which BIO-VERDURA d.o.o., as seller, sells goods and provides services from its range, such that all offers and deliveries of goods and services are carried out exclusively on the basis of these terms, unless otherwise expressly agreed in writing.
These General Terms contain the standard terms of business with natural and legal persons (hereinafter: Customers), and their application may not be excluded or limited unless BIO-VERDURA d.o.o. expressly consents to this in writing.
Should the Customer have general terms of business that differ from these General Terms, the contracting parties agree that these General Terms shall apply, unless otherwise agreed.
Should any provision of these General Terms be or become void, the statutory provision(s) achieving the closest intended economic purpose shall apply instead; however, the voidness of an individual provision shall not affect the validity of these General Terms or of the Contracts concluded (hereinafter: the Contract).
These General Terms apply from 1 October 2015 and are published on the website of BIO-VERDURA d.o.o.: www.bio-verdura.hr
Offers made by BIO-VERDURA d.o.o. are non-binding, unless expressly stated otherwise on the offer.
A Contract is deemed concluded upon written confirmation of the Customer's order and/or once the Customer accepts the offer in writing (fax, email, purchase order), or at the latest upon delivery of the goods to the Customer.
If BIO-VERDURA d.o.o.'s order confirmation deviates from the Customer's order, the Customer shall be deemed to have approved the deviation from the order unless BIO-VERDURA d.o.o. receives a response from the Customer to the contrary within 10 days of the date the order confirmation was sent.
By concluding the Contract, the Customer accepts the application of these General Terms and agrees that they shall be primarily authoritative for interpreting the intent of the contracting parties. Oral agreements made outside the Contract or the provisions of these General Terms shall be valid only with the written confirmation of BIO-VERDURA d.o.o. In the event of any inconsistency between a written offer and the General Terms, the General Terms shall prevail, unless otherwise agreed in writing.
Conclusion of the Contract is conditional upon timely and proper delivery of the goods that are the subject of the Contract by the supplier of BIO-VERDURA d.o.o. This provision applies exclusively where the delay or failure of delivery is not the result of a breach of contractual obligation by BIO-VERDURA d.o.o., including, but not limited to, circumstances where the supplier of BIO-VERDURA d.o.o. is unable to deliver the goods that were to be delivered to the Customer. In such a case, the Customer shall be notified without delay of the impossibility of delivering the goods, and any price already paid for the goods shall be refunded to the Customer without delay.
Confirmation of the Customer's order is binding on the Customer. In the event of doubt as to the Customer's solvency, BIO-VERDURA d.o.o. shall be entitled to postpone delivery of the goods to the Customer until full payment of the purchase price or the provision of adequate payment security, or otherwise may terminate the Contract.
The price of the goods is calculated according to the BIO-VERDURA d.o.o. price list in effect on the date the Contract is concluded. Should BIO-VERDURA d.o.o. agree prices with the Customer that differ from those published in the current price list, such prices shall constitute a business secret. The obligation to maintain business secrecy does not cease upon termination of the contractual relationship.
Prices are valid from the date of validity stated in the price list or until a new price list is issued. BIO-VERDURA d.o.o. reserves the right to change prices without prior notice. Invoicing shall follow the prices in effect on the date of delivery, except in the case of advance payment, where BIO-VERDURA d.o.o. guarantees that the prices valid at the time of payment shall remain valid until delivery of the paid-for goods.
Prices in the price list are stated exclusive of value added tax (VAT). VAT is charged in accordance with applicable regulations.
Unless otherwise agreed, all prices are stated EXW (BIO-VERDURA d.o.o. warehouse) in accordance with Incoterms 2010, loaded, and do not include the costs of expedited delivery or any additional packaging and transport costs to a destination specified by the Customer (where this differs from EXW BIO-VERDURA d.o.o. warehouse). Such costs are additional costs borne by the Customer and shall be separately calculated and stated. BIO-VERDURA d.o.o. reserves the right to require the Customer to pay such additional costs in advance, i.e. prior to delivery of the goods.
Invoices issued by BIO-VERDURA d.o.o. fall due for payment within the period stated on the invoice itself. All claims against the Customer shall fall due for immediate payment if insolvency, pre-insolvency or liquidation proceedings are initiated against the Customer, or if any bill of exchange received by BIO-VERDURA d.o.o. is protested and/or any promissory note falls due - even where bills of exchange, promissory notes or other security instruments with a later due date have been issued to secure the claims. In such cases, BIO-VERDURA d.o.o. may require advance payment. Any agreed discounts, bonuses or similar benefits shall cease to apply. Claims shall also become immediately due if BIO-VERDURA d.o.o. becomes aware of an unfavourable change in the Customer's financial position.
Payment by set-off account is not possible unless BIO-VERDURA d.o.o. expressly consents to this in writing. The Customer is entitled to set off only claims that are not disputed by BIO-VERDURA d.o.o. or have been established by a final court judgment.
BIO-VERDURA d.o.o. shall remain the sole owner of the delivered goods until the price of the goods, including interest and any other costs, has been paid in full.
Until the price has been paid in full, the Customer is obliged, at its own expense, to keep the delivered goods with the care of a prudent businessperson, and to take all measures necessary to preserve the goods, in particular to ensure their proper maintenance and storage.
Until the price of the delivered goods has been paid in full, the Customer is not entitled to resell the goods, nor may the Customer's creditors seek satisfaction from them. The Customer may also not pledge the delivered goods or otherwise encumber them. At the request of BIO-VERDURA d.o.o., the Customer undertakes to assign all claims against its own customers arising from the sale of the delivered goods that remain the property of BIO-VERDURA d.o.o.
Should any third party attempt to acquire goods owned by BIO-VERDURA d.o.o., the Customer is obliged to inform that party of BIO-VERDURA d.o.o.'s ownership right and to notify BIO-VERDURA d.o.o. thereof without delay.
In the event of late payment by the Customer, BIO-VERDURA d.o.o. shall be entitled to terminate the Contract and to repossess, at the Customer's expense, the goods to which title has been retained. Should BIO-VERDURA d.o.o. request the return of the goods and the Customer fails to return them within the given period for any reason (other than force majeure), or should the goods be returned damaged, the Customer shall, due to this failure to comply with the obligation to return the goods under these General Terms, be liable to pay a contractual penalty of 20% (twenty percent) of the total value of the delivered goods, in addition to compensation for any other damage.
BIO-VERDURA d.o.o. sells the goods to the Customer EXW BIO-VERDURA d.o.o. warehouse, in accordance with Incoterms 2010, loaded onto the means of transport. BIO-VERDURA d.o.o. may, at the Customer's expense, arrange transport of the goods to the desired location if specifically agreed.
Goods for collection, for which the Customer has been notified that they are ready for dispatch, must be collected within 3 working days EXW BIO-VERDURA d.o.o. warehouse, unless otherwise agreed. Should this not occur, BIO-VERDURA d.o.o. shall be entitled to dispatch the goods at the Customer's cost and risk. Delivery periods and dates offered by BIO-VERDURA d.o.o. are not binding, unless agreed in writing.
Partial deliveries are permitted. Handover of the goods to a carrier or freight forwarder shall be deemed handover of the goods to the Customer. Should the goods be ready for transport but the transport or transfer be delayed for reasons not attributable to BIO-VERDURA d.o.o., the risk shall pass to the Customer upon expiry of the collection period (3 working days from notification that the goods are ready for dispatch). Any damage or costs arising during delivery carried out by BIO-VERDURA d.o.o. must be reported without delay upon receipt of the goods and must be confirmed by the carrier itself on the waybill.
Force majeure or other unforeseeable obstacles on the part of BIO-VERDURA d.o.o. or its supplier, which may jeopardise the delivery deadline and which are not caused by the fault or gross negligence of BIO-VERDURA d.o.o. or its supplier, shall entitle BIO-VERDURA d.o.o. to a corresponding extension or postponement of the delivery deadline. In such cases, the Customer's claims for performance of the Contract, damages and/or withdrawal from the Contract are excluded and cannot be asserted. Should the delivery time or deadline be exceeded for other reasons by more than two weeks, the Customer may, after allowing an additional period of 5 working days, withdraw from the Contract, of which BIO-VERDURA d.o.o. must be notified by registered letter. Partial delay in delivery entitles the Customer only to partial withdrawal from the Contract, with any further claims by the Customer being excluded.
The Customer is obliged to notify BIO-VERDURA d.o.o. in writing, without delay and at the latest within 8 days of receiving the goods and before their use, of any defects of any kind observed in the goods, providing an accurate description of the defects. The same applies to incorrect or incomplete delivery. Defects discovered later must likewise be reported within 8 days, provided they are discovered within the warranty period. Should the Customer fail to make a written complaint within the stated periods, the Customer shall be deemed to have no objections and to have accepted the goods.
Complaints regarding hidden defects shall be resolved in accordance with the Croatian Civil Obligations Act, and the Customer must notify BIO-VERDURA d.o.o. in the same manner as described above.
BIO-VERDURA d.o.o. provides the Customer with a warranty for the quality of the goods to the same extent as the warranty received by BIO-VERDURA d.o.o. from its own supplier. The warranty does not cover parts subject to natural wear and tear. BIO-VERDURA d.o.o. does not warrant the goods if they have been processed, used or in any way altered by the Customer or by third parties to whom the Customer has entrusted the goods, in which case any complaint regarding defects in the goods shall not be considered justified.
In all cases of proven and accepted damage or defects in the delivered goods, BIO-VERDURA d.o.o. shall, free of charge, replace the goods found to be defective. BIO-VERDURA d.o.o. shall have the right, at its own discretion, to deliver a replacement item or to refund the amount paid by the Customer, subject to prior return of the defective item. Beyond this, all other claims based on warranty or damages are excluded, in particular claims for damage to third parties or damage to other property, as well as claims for loss of earnings or profit. The liability of BIO-VERDURA d.o.o. is limited to the amount paid for the defective goods.
The parties shall endeavour to resolve amicably any disputes arising from or in connection with their mutual business dealings. For the resolution of disputes that the parties cannot resolve between themselves or where they do not wish to accept a settlement, the competent court in Zagreb shall have jurisdiction. The laws of the Republic of Croatia shall govern the resolution of disputes. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Nothing contained in this article shall limit the right of BIO-VERDURA d.o.o. to initiate, at its own discretion, proceedings against the Customer before the court with jurisdiction over the Customer.
Should individual provisions of these General Terms not be fully legally valid, such provisions shall not apply; instead, the statutory provisions that most closely correspond to them shall apply. The remaining provisions of these General Terms shall remain in effect.
All information relating to the business relationship between BIO-VERDURA d.o.o. and the Customer shall be treated as a business secret and may not be disclosed to any third party. Breach of this obligation constitutes grounds for termination of the contractual relationship and compensation for any resulting damage.