General terms and conditions of the Company ASPAR – RIGGING d.o.o.

1. Preliminary provisions

General terms and conditions (hereinafter referred to as the: General terms) of the Company ASPAR – RIGGING d.o.o. (hereinafter referred to as the: ASPAR – RIGGING) are a constituent part of the Purchase Agreements/Agreements on Provision of Services that ASPAR – RIGGING concludes with Buyers.

2. Definitions

“Buyer” – legal or natural person that agrees with ASPAR – RIGGING according to the rules prescribed in these General terms by which such legal or natural person orders product/service from ASPAR – RIGGING.

"Terms" – standard business terms defined by this document (unless circumstances require different), which also include any special arrangements concluded in written form between the Buyer and ASPAR – RIGGING, whereby in the event of a discrepancy between the General terms and special arrangements concluded between the Buyer and ASPAR – RIGGING, special arrangements shall prevail.

“Agreement” – Purchase Agreement/Agreement on Provision of Services.

“Products” – products and services (including installation of products) specified in the Purchase Agreements concluded between the Buyer and ASPAR – RIGGING.

3. Terms of business

3.1. General terms and special arrangements made between the parties are a constituent part of the Agreements concluded between the Buyer and ASPAR – RIGGING, whereby everything aforesaid shall not have an impact on the Buyer’s rights that are guaranteed by valid laws.

3.2. All orders, as well as amendments of such orders, shall be made primarily in written form, but it is also possible to make an order and amendment of an order orally, whereby the Agreement shall be considered as concluded only after ASPAR – RIGGING confirms acceptance of the Buyer’s order in written form or explicit verbal manner, respectively when ASPAR – RIGGING delivers ordered product/provides ordered service.

3.3. Regarding all future relations and legal actions between the parties, these General Terms shall substitute all so far existing conditions determined between the parties in a written or oral manner that relate to orders and deliveries of products and/or services to the Buyer.

4. Offers

4.1. ASPAR – RIGGING’S written offers are valid for 30 days, starting from the day when the offer has been given unless differently stated in the respective offer. If the Buyer does not accept the offer within the abovementioned time limit, the offer lapses.

4.2. The acceptance of an offer can only be withdrawn if the offeror receives the withdrawal notice before the acceptance notice or concurrently.

5. Prices

5.1. Product price/price of service is considered the price that is listed in the offer and/or Purchases Agreement, respectively in the Agreement on Provision of Services that ASPAR – RIGGING shall offer to the Buyer.

5.2. All product prices and/or prices of services shall be indicated without VAT in Croatian Kuna’s or other foreign currency with an indication of Kuna counter value and shall exclude expenses concerning packing, insurance, transit and transport of products and/or services that are delivered, respectively aforesaid additional expenses shall be calculated separately unless otherwise stated in the offer.

5.3. ASPAR – RIGGING may periodically, based on its own decision, place certain products on auction sale. These products shall be available to all buyers under the same conditions or they shall be available to the buyers of a certain specific group. Conditions of the auction sale shall be described in detail, especially regarding the duration of such action sale, limitation of product quantity, size of the discount, and similar. Upon the expiration of action sale, ASPAR – RIGGING shall not receive new orders under the conditions that relate to such an action sale that has expired.

6. Orders and specifications

6.1. None of Buyer’s order shall be considered confirmed from ASPAR – RIGGING until ASPAR – RIGGING confirms such order in written form or explicit verbal manner.

6.2.Quantity, quality, description, price, and specification, or reference number of products and/or services shall be specified in ASPAR – RIGGING’s Purchase Agreement/Agreement on Provision of Services.

In case of subsequent need for change in quantity, quality, description, price, and specification or reference number of products and/or services regarding already concluded Purchase Agreement/Agreement on Provision of Services, ASPAR – RIGGING obliges to notify the Buyer of such need without any delay. New Purchase Agreement/Agreement on Provision of Services shall be concluded to such subsequent amendments (subsequently agreed products/services).

6.3.If, according to the Buyer’s instructions, ASPAR – RIGGING must produce or work on certain product, the Buyer is obliged to reimburse ASPAR – RIGGING damage that occurs in relation to that, as well as losses, expenditures or expenses. Moreover, the Buyer is obliged to reimburse all damage costs, losses, expenditures or expenses that ASPAR – RIGGING pays or agrees to pay in case of lawsuits for breach of patents, copyright, design, mark, industrial and/or intellectual property of third parties, that occurred as a result of ASPAR – RIGGING’s compliance with the Buyer’s instructions, except for damage caused to third parties by intent or gross negligence from ASPAR – RIGGING.

6.4. ASPAR – RIGGING preserves the right to conduct potential amendments and/or repairs of products which amendments and/or repairs are subject to any security, legal, or other valid regulations.

6.5.The Buyer is entitled, without stating a reason, to unilaterally terminate the Agreement concluded outside the business premises of ASPAR – RIGGING or concluded at a distance, within 14 days from the day when the Buyer or third party that was determined by the Buyer, other than the carrier, was handed in possession the product that is subject of the Agreement. In such a case, the Buyer is obliged to inform ASPAR – RIGGING by submitting the form for unilateral termination of the Agreement. In case the Buyer cancels the order that ASPAR – RIGGING previously accepted outside the respective time frame, the Buyer is obliged to fully reimburse ASPAR – RIGGING damage (including loss of profit), expenses (including the cost of spent labour hours and cost of used material) and other expenditures caused by the cancellation of an order.

6.6.Regardless of whether the product has been presented to the Buyer, no Purchase Agreement represents sale by sample or model.

7. Payment

7.1. Upon confirmation of the order, the Buyer makes advance payment for delivery of products/services in the amount of 70% of the offered price, whereby the rest is paid immediately before the final delivery of product/service unless otherwise determined by the Agreement.

7.2. ASPAR – RIGGING preserves the right to postpone commencement of product manufacturing/provision of services determined by the Purchase Agreement/Agreement on Provision of Services until the amount of agreed advanced payment is received on its account.

7.3. The buyer obliges to pay the price of products and/or services in Croatian currency (Croatian Kuna’s) or foreign currency, without any deductions or set-offs, within an agreed time limit, regardless whether the product has been delivered to the Buyer and whether the owner of the product has been transferred to the Buyer. In all other cases, the Buyer obliges to pay the price of the product as specified in the Agreement, whereby ASPAR – RIGGING preserves the right to withhold with delivery until the agreed amount is received on its account. During such withhold of delivery caused by the Buyer, ASPAR – RIGGING preserves collection rights regarding the storage costs of respective goods following a valid Pricelist.

7.4. The buyer obliges to conduct payment of ordered products and services in one of the following ways:

  • Payment on delivery (upon the receipt of shipment) in case of delivery of product/service in the Republic of Croatia – such payment enables the Buyer to pay the amount of order to the courier upon the delivery to the given address. Payment on delivery can be made only in cash, respectively the amount cannot be paid by credit card.
  • Payment on account – the Buyer is entitled to make payment via internet banking or by payment at the bank’s office, post office, at Financial Agency (FINA), and similar.

7.5. In case of late payment, ASPAR – RIGGING preserves the right to charge statutory default interest rate according to the rate that is prescribed by the Civil Obligations Act, regardless of whether ASPAR – RIGGING suffered any loss by such late payment from the Buyer.

8. Providing information

8.1. Buyer is obliged to give exact details of each order to ASPAR – RIGGING (including every applicable specification or reference number), as well as all necessary information that relate to products and/or services within the time limit which will allow ASPAR – RIGGING to fulfil its contractual obligation in an agreed way and within an agreed time limit.

8.2. Buyer’s delay of timely provision of information that results in delay in delivery by ASPAR – RIGGING, represents sole responsibility of the Buyer and ASPAR – RIGGING shall not be held liable.

8.3. ASPAR – RIGGING shall not be held liable in any way for damage that occurs as a result of design flaws done by the Buyer, nor is ASPAR – RIGGING responsible for damage that occurs as a result of non-functional and poor quality material and product that the Buyer delivers to ASPAR – RIGGING upon ASPAR – RIGGING warned the Buyer about such imperfections in an appropriate manner.

9. Delivery

9.1.ASPAR – RIGGING obliges to deliver the product within the agreed period, and if such a period is not determined, ASPAR – RIGGING obliges to deliver the product within the time that is reasonably necessary for such activities.

9.2. Delivery of products within the agreed period shall not be considered as an essential term of the Purchase Agreement/Agreement on Provision of Services, and such a period is considered as indicative timeframe. The timeframe for the delivery of the product shall be determined by each Purchase Agreement/Agreement on the Provision of Services.

9.3. ASPAR – RIGGING obliges to do everything to secure that the delivery of products and/or services is conducted in due time, and obliges to act with the attention of a good expert. If the delivery date is not specified in the Agreement, the Buyer obliges to accept products and/or services at the moment when they will be ready for delivery from ASPAR-RIGGING.

9.4. National holidays, Sundays, other non-working days, and days of collective annual leave of ASPAR – RIGGING’s employers and/or its suppliers are not calculated in the delivery time of products.

9.5. If the Buyer, upon the delivery, does not take over goods or refuses to take goods in possession, or if taking over of goods was not conducted due to the Buyer’s delay, respective goods will be storage at Buyer’s cost and risk.

9.6. ASPAR – RIGGING shall not be held liable for damage that occurs due to delay in delivery of products to the Buyer, in case such delay occurred as a result of external, extraordinary and unforeseeable circumstances that arose after conclusion of Purchase Agreement/Agreement on Provision of Services, which circumstances ASPAR – RIGGING could not have prevented, eliminated or avoided.

10. Guarantees

10.1. All products and/or services that fall into the scope of these General Terms and that ASPAR – RIGGING delivers contain a guarantee of the quality of a sold good (except for material that was delivered to ASPAR – RIGGING by the Buyer and paints and coatings) within the period that was determined by the manufacturer, starting from the day when the Buyer took over the product, which shall be confirmed by the Buyer’s payment of the full price. This guarantee is valid provided that the Buyer uses products delivered by ASPAR – RIGGING in a prescribed manner. Invoice is the only document that enables the Buyer to use its rights from the guarantee. The buyer is obliged to keep the invoice for the entire duration of the guarantee.

10.2. ASPAR – RIGGING shall not be held liable for any potential claims based on the guarantee if the price of the products and/or services that relate to such claim is not fully paid.

10.3. Guarantee from manufacturers of individual components transfers to the Buyer at the moment when ASPAR – RIGGING delivers the product and/or service to the Buyer, provided that ASPAR – RIGGING received payment of the full price to its account.

10.4. Buyer is obliged to notify ASPAR – RIGGING of visible defects within 2 months, starting from the day when the Buyer noticed such defects, and not later than 2 years from the transfer of risk to the Buyer.

10.5. ASPAR – RIGGING shall not be held liable for defects if at the time of entering into the contract the Buyer was aware of them or could not have been unaware of them.

10.6. ASPAR – RIGGING shall not be held liable for any defects that occurred after the delivery has been made, and which defects were caused by regular enjoyment, the fatigue of material, unskilled and careless handling or which defects occurred as a result of repairs that were done by the Buyer or by a third party. ASPAR – RIGGING shall not be held liable for damages that occur as a result of the abovementioned defects.

11. Risk in the Case of Delay by the Buyer

11.1.Risk of accidental perishes or damage of goods shall pass to the Buyer in case of Buyer’s delay:

  • If the delivery of good was not conducted due to the Buyer’s delay, whereby the risk shall pass to the Buyer as of the moment of Buyer’s delay;
  • where the object of the agreement are things determinate as to their kind, the risk passes to the Buyer in delay if ASPAR – RIGGING separated the goods intended for sale and notified the Buyer thereof;
  • where things determined as to their kind are such that ASPAR - RIGGING cannot separate one of their parts, whereby the risk passes to the Buyer when ASPAR – RIGGING performs all activities necessary for the Buyer to collect goods and notifies the Buyer thereof.

12. Ownership rights

12.1. ASPAR – RIGGING preserves the right of disposal with goods until the moment when ASPAR – RIGGING receives the full amount of payment from the Buyer.

12.2. Regardless of delivery and transfer of risk to the Buyer, ASPAR – RIGGING preserves ownership right on goods until the moment when the full amount of payment for agreed goods is received, as well as until ASPAR – RIGGING receives agreed payment for any other goods previously or subsequently delivered to the Buyer.

12.3.. In case ASPAR – RIGGING delivers goods to the Buyer before the full amount of price has been paid, the Buyer obliges to storage such goods and to indicate them as ownership of ASPAR – RIGGING, until the moment when ASPAR – RIGGING confirms receipt of the full amount of agreed price of respective goods.

12.4. In case ASPAR – RIGGING does not receive payment as prescribed in the Article 12.3., ASPAR – RIGGING preserves right to return such goods in its possession at any time.

13. Extraordinary external events

When performance of ASPAR – RIGGING’s obligation becomes impossible due to extraordinary external events that occurred after conclusion of the Agreement, and before the performance is due and which could not have been foreseen in the moment of conclusion of the Agreement, nor could have ASPAR – RIGGING prevented, avoided or eliminated them and for which neither of the parties is liable, the obligation of the Buyer shall also cease, and if the Buyer has performed its obligation partially, the Buyer has the right to restitution according to the regulations relating to restitution in case of unjust enrichment. ASPAR – RIGGING is obliged to notify the Buyer about the occurred extraordinary external events, otherwise ASPAR – RIGGING shall be held liable for damage that occurred due to its failure to fulfil its obligation.

14. Liabilities

14.1. Apart from death, respectively physical injury caused by non-performance/delay in fulfilment of obligation by ASPAR – RIGGING, ASPAR – RIGGING’s liability for damage that occurred to the Buyer as a result of ordinary negligence of ASPAR – RIGGING shall in no case exceed the total agreed price of products and/or services.

14.2. The buyer obliges to deliver all complaints regarding delivered goods/provided service to ASPAR – RIGGING in written form within 8 days from the day of receipt of goods/services. ASPAR – RIGGING is obliged to give a written response to such Buyer’s complaints within 15 days from the day of receipt of a complaint.

14.3. Risk of accidental perish or damage of goods passes to the Buyer at the moment when the Buyer or the person that the Buyer stated, and which person is not a carrier, was handed over the possession of goods. If the carrier has been chosen based on the Buyer’s proposal, the risk of accidental perish or damage of goods passes to the Buyer at the moment when goods are handed over in the carrier’s possession. In case the carrier was chosen based on the Buyer’s proposal, the Buyer obliges to deliver the carrier, in written form, every request regarding potential damages that occurred during transportation, within the timeframe prescribed in General business terms of that respective carrier. Buyer’s complaints stated in the Consignment Note or in carrier’s similar document that follows shipment shall not be considered as a written request.

15. Notifications

Each notification that parties are obliged to deliver or are allowed to deliver to the other party according to these General Terms must be submitted in a written form and delivered personally, sent by registered mail to the party’s registered seat or the principal place of business in case of a legal person, or sent by e-mail or fax, with the confirmation of receipt from the party to which respective notification is sent.

16. Personal data protection

16.1. ASPAR-RIGGING collects and processes personal data of the Customer that are necessary for the provision of services, as well as other data related to the provision of services, in accordance with applicable regulations in the field of data protection.

16.2. The customer has at any time the right to access, amend or delete, delete ("right to forget"), restrict processing, portability of personal data, as well as the right to object to ASPAR-RIGGING and / or the supervisory authority (Personal Data Protection Agency) - AZOP).

16.3. The Customer's personal data shall be kept only for as long as is reasonably necessary for the purpose for which they were collected, i.e., in cases where the data retention period is determined by law, they shall be kept for a period prescribed by law (e.g. accounting and archives).

16.4. ASPAR - RIGGING d.o.o. take appropriate measures to ensure that personal data for the intended purpose is accurate, complete and current, and take appropriate security measures to protect Customer's personal data from loss, misuse, unauthorized access, disclosure, alteration or destruction.

17. Jurisdiction and applicable law

17.1. In the event of disagreement or dispute, parties shall try to resolve such dispute amicably, and if they fail to reach an agreement, the respective dispute shall be resolved by the competent court in Rijeka, whereby the Croatian law shall be applied.

17.2. These General Terms and any other Agreement of special arrangement concluded between ASPAR – RIGGING and Buyer shall be interpreted following the Croatian law.

17.3. If any individual provision of these General Terms is or becomes invalid in whole or in part, or if some legal gap is to be discovered in these General terms, the validity of the remaining provisions of General terms shall not be affected.

17.4. These General Terms are drawn up in Croatian and English language. In case of any contradictions between the Croatian and English versions of these General Terms, the relevant version shall be version drawn up in the Croatian language.

18. Entry into force

These General terms enter into force on the 01st of June 2020.

In Rijeka, on the 15th of May 2020.

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