Terms and Conditions

General Terms and Conditions of the Company COLOR EMAJL d.o.o. (Llc.)
 

1.These General Terms and Conditions (headings B to G) shall apply to all present and future business relationships with our contractual partners, if they are accepted. They shall apply only if our contractual partner is a merchant and a commercial relationship is established within the meaning of Article 14 of the Croatian Civil Code, a legal entity of public law or other legal entity operating within the scope of its activity with COLOR EMAJL. Only these General Terms and Conditions shall apply. The General Terms and Conditions of our contractual partner that deviate from these General Terms and Conditions of Business, supplement or contravene them shall become an integral part of the contract only if we have given our explicit written consent for their validity. This requirement of giving consent shall apply in every case, for example, even when we are aware of the General Terms and Conditions of the contractual partner, and accept his acts without hesitation.

2. Individual agreements with our contractual partner shall in any case take precedence over these General Terms and Conditions. For the content of such agreements, a written contract or our written confirmation shall apply.

3. These Terms and Conditions are available for viewing and printing at www.color.hr
 

 

I. Conclusion of the contract

1. Unless explicitly designated as binding or unless containing a specific acceptance deadline, our offers are changeable and non-binding. If an order can be qualified as an offer, we can accept it within four weeks.

2. The right to graphic deviations or deviations of technical data in offers, brochures and other written materials and descriptions, as well as alterations in colour and form shall be retained if this is acceptable to us and our customer. The information about the acts we are obliged to execute is specified in the approximate manner and is not a guaranteed condition unless we make an express, written guarantee.

3. Our employees are not authorized to make oral agreements or give oral promises that exceed the contents of a written contract duly signed by a legally authorized representative.

4. Our employees are not authorized to make oral confirmations of the contents of a legal relationship unless expressed in the content of a written contract duly signed by an authorized representative.
 

II. Terms of delivery, transfer of risk

1. Terms and deadlines are binding only in the case of explicit written confirmation; otherwise they are in principle approximate statements. The deadlines start running at the earliest from the time the contract is concluded. They assume timely fulfilment of contractual obligations and obligations to participate by our customer. We are authorized - irrespective of our right due to the contractual partner’s delay - to require from him the extension of delivery and performance deadlines or extension of delivery and performance deadlines at least for the period in which our contractor fails to fulfil his contractual obligations or duties towards us. The agreed deadline is deemed respected if, until its expiry, the delivery or service or product of our customer is ready to be taken over and if he has been notified of it.

2. We shall not be liable for the inability to deliver or for a delay in deliveries if they are caused by force majeure or other events that could not be anticipated at the time of contract conclusion (e.g. disturbances in plant operations, difficulties in supply of material and energy, transport delays, strikes, legal exclusions from work, shortages of labour, energy sources or raw materials, difficulties in obtaining the required official permits, measures by state institutions), and which were not incurred by our fault. If such an event significantly impedes or disables a delivery or performance, and the interference is not only temporary, we have the right to waive the contract. In the event of temporary interruption, the delivery and performance terms shall be extended or the delivery and performance terms shall be delayed for the duration of the interruption by an appropriate additional term. If delivery or performance is not acceptable to the customer due to a delay, they can give us, in the shortest possible term, a written statement waiving the contract.

3. We are authorized to make partial deliveries

4. Unless otherwise agreed (e.g. a fixed term or a specific term), the delay assumes that the customer determine an appropriate additional term of at least two weeks. The term shall begin to run from the time of receipt of the notice of additional deadline.

5. In the event of a delay or inability to deliver or perform, our liability for damage is limited in accordance with the provisions of Chapter V. of these General Terms and Conditions. The precedence will take the provision from the above Section 2.

6. Unless anything else has been agreed upon, especially in our order confirmation, the place of our performance is the seat of the company. The risk of accidental loss and deterioration shall be transferred to the customer at the time of the handover, and in the case of a shipment at the time of delivery to the shipping agent or any other physical person or legal entity or organization designated for sending the shipment. Unless otherwise agreed in an individual case, deliveries fco factory shall be made in accordance with EXW (Incoterms 2010).

III. Prices and terms of payment

1. Unless another maturity date has been agreed upon, the agreed price shall be due for payment within 30 calendar days from the time of delivery and performance and receipt of a properly issued invoice. The negligible amount of non-delivery shall not affect maturity.

2. We have the right to offset the claim and to retain a part of the price and to complain about the failure to comply with the contract in accordance with the legal provisions. Our contractual partner has the right to offset the claim and to retain part of the price solely in the case of finally established and indisputable claims against us.
 

IV. Title retention right

1. We retain the right of title to the sold goods until full payment is made of all current and future receivables from the contractual relationship and the current business relationship (secured receivables).

2. Goods subject to the title retention prior to the full payment of secured receivables shall not be pledged to the benefit of any third parties or be transferred to the ownership of any third parties. The customer shall notify us in writing in the shortest possible term in the case of such third party proceedings as to the goods that are owned by us.

3. In the event of a breach of contract by the customer, in particular in the case of non-payment of the due purchase price, we are authorized in accordance with the legal regulations to waive the contract and/or upon the title retention right request the goods to be returned. The request for the return of goods does not include a waiver declaration at the same time, but we have the right only to request a restitution of the goods subject to the right of waiver. If the customer fails to pay the purchase price due, we may use these rights only if we have previously unsuccessfully given the customer an appropriate payment term or if such determination of a term is not provided for by legal regulations.

4. The customer has the right to sell and/or process the goods over which the title retention right exists within a proper business operation. In this case, the following additional provisions shall apply:

a) The title retention right shall extend to products made by processing, blending, or linking our goods, in their full value, wherein we consider ourselves to be a manufacturer. If in the case of processing, blending, or linking with third-party goods, there exists a title retention right of a third party, we shall acquire co-ownership proportionally to the calculated values ​​of processed, blended, or linked goods. Otherwise, for a product that arises applies the same as for the delivered goods under the title retention right.

b) Claims incurred on the basis of further sale of goods or products to a third party, are already for the purpose of security assigned to us in full or in the amount of our eventual co-ownership share in accordance with the previous section. We do accept that assignment. The obligations of the contractual partner referred to in Paragraph 2 shall also apply in respect of the receivables assigned.

c) For the purpose of collecting receivables, the customer shall remain authorized besides us. We undertake not to collect the receivable as long as the customer fulfils his payment obligations to us, is not late with payments, no request for bankruptcy or similar proceedings has been filed, and there is no other shortcoming in terms of his business capacity. But if this is the case, we may request that the customer submits the information on the receivables assigned and the related debtors along with all the information needed to collect, submits the relevant documentation, and informs the debtors (third parties) about the assignment.

d) If the value of the security that can be realized exceeds the amount of our receivables by more than 10%, at the customer’s request we will release the security at our discretion.
 

V. Guarantee

1. The receivables of the customer due to deficiencies assume that the customer has properly performed its obligations of review and complaint in accordance with Art. 357 of the Croatian Civil Code and related provisions.

2. In the event of deficiency in the subject of purchase, we shall have the right to perform at our discretion either subsequent performance in the form of removal of deficiencies or delivery of a new item that has no deficiencies. In the case of deficiency removal, we shall bear the costs only to the amount of the purchase price.

3. In the case of unsuccessful subsequent fulfilment, the customer shall have the right to request either a waiver or reduction at his own discretion.

4. Parts that come into contact with fire and wearable parts are excluded from the guarantee for material deficiencies.

5. We shall be liable in accordance with legal provisions in the event that the customer files a claim for damages due to wilful conduct or gross negligence, including the wilful conduct and gross negligence of our representatives or assistants in performance. If we are not charged with intentional breach of contract, the liability for damages shall be limited to foreseeable, typical damage.

6. We shall be liable in accordance with the legal provisions in the case of a hidden breach of some of the substantial contractual obligations; in that case, the liability for damages shall be limited to foreseeable, typical damage.

7. If the customer shall have the right to damages instead of performance, our liability under Section 3 shall be also limited to foreseeable, typical damages.

8. The liability for hidden injuries to life, body or health shall remain unaltered. This also applies to compulsory liability under the Product Liability Act.

9. The statute of limitation in case of compensation connected with delivery in accordance with Art. 478 and 479 of the German Civil Code shall remain unaltered and shall be five years from the date of delivery of the item with deficiency.

10. Product modifications shall lead to loss of registration and our guarantee under the above provisions.
 

VI. Keeping data confidentiality

The customer undertakes that he will keep confidential from any third persons all ideas, designs, products, technical solutions, etc. which he becomes acquainted with within the scope of our performance, regardless of whether or not our performance is protected by copyright or the right of industrial property. This provision shall not apply if the customer is being given rights under this contract and if the customer includes a third party within the contractual purpose. The customer acknowledges the full and unlimited right of intellectual and industrial property to us in relation to all aspects of our products.

 

 

1. Order

Our order is binding for two weeks if it is made written in the formal Order document. We shall have the right to waive it after the expiration or the term without stating the reasons for the waiver. The supplier may accept the order only within these two weeks through a statement in writing directed to us. Calculations, drawings, plans and other documentation as an integral part of the order shall remain in our ownership, with all copyrights retained. The supplier may not forward our documentation to any parties without our written permission. If the customer fails to accept our order within two weeks, he shall return this documentation within the shortest possible term.
 

2. Prices - Payment Terms

Unless anything else has been agreed upon, the agreed price shall include shipping and packaging costs. The maturity of all receivables of the supplier assumes the delivery of the invoice that can be verified and which corresponds to our requirements as well as the full and correct performance by the supplier. Unless there are any other arrangements or unless the supplier approves more favourable terms of payment, the invoices shall become due within 30 days, unless otherwise agreed. The terms of delivery shall start from the moment of receipt of invoice, but not before receipt of the material.

3. Delivery

a) Partial deliveries shall be recognized only on the grounds of an explicit agreement with us.

b) The agreed delivery dates or terms shall be binding. A delivery term shall begin on the day of a legally binding order, unless otherwise agreed in writing. If the delivery date or term was not agreed, it is deemed that in principle, orders are deliverable immediately.

c) In case of delays in delivery, we are entitled to make a replacement purchase with another supplier. A replacement purchase is considered the purchase of equivalent materials of equal or comparable technical characteristics in the quantity of the material that is not delivered or cannot be put on the market at market prices valid at the time of replacement purchase.
 

4. Review of deficiencies

The legal provisions apply, wherein our obligation of review in accordance with Art. 357 of the Croatian Civil Code and related provisions limits to the deficiencies established by our control at the receipt of goods by external inspection, including delivery documentation, and our quality control in the procedure of random selection.
 

5. Liability for deficiencies

Legal rights in respect of the deficiencies belong to us within legal frameworks. In particular, we are entitled to request from the supplier at our own discretion either to remedy the damage or substitute delivery. In cases of subsequent performance it shall be deemed that it failed after the first unsuccessful attempt.
 

6. Title retention right

We shall recognise a simple title retention right only if the right of ownership over material shall pass to us at the time of payment and if we are authorized for further sale and forwarding within the proper business operation. A special form of the title retention right, the extended title retention right, retention of a competitor's or group’s right, are not accepted.
 

7. Guarantee

If a claim for damages is filed by a third party against us, the supplier shall relieve us from the obligation to compensate the damage if there is a legal liability against the third party for such damage. For all other cases legal provisions apply.
 

D. Governing Law, Jurisdiction and Severability Clause

For these General Terms and Conditions of Business (Titles A to G) the following shall apply:

1. In the legal relationship between us and our contractual partner, the governing law is the law of the Republic of Croatia with the exclusion of international law, in particular the UN Commercial Law. The language of the contract is Croatian.

2. For all disputes arising out of this contractual relationship, the parties hereto agree to the exclusive jurisdiction of the court in the seat of our company’s headquarters in 34000 Požega, Hrvatska. However, we have the right to file a lawsuit at the seat of our contractual partner as well.

3. If certain provisions are or become void in entirety or in part, that will not affect the validity of other provisions. A provision which is void in entirety or in part shall be replaced by a provision nearest to the economic effect of an invalid provision.