September 15, 2018

GENERAL TERMS AND CONDITIONS – SUPPLIERS

This post is also available in: srсрпски (Serbian)

 

General terms and conditions applicable to relationships with suppliers of the company ,,14.OKTOBAR D.O.O. Kruševac’’, with its registered seat at Jasički put 2, 37000 Kruševac, Republika Srbija, company ID No.: 21178772, TAX No.: 109418823, specifically applicable to the legal entities and individuals – entrepreneurs.

1.Introductory provisions

1.1. These general terms and conditions (the “GTC”) govern the legal relations between the company ,,14.OKTOBAR D.O.O.Kruševac‘‘, with its registered seat at Jasički put nr.2, 37000 Kruševac, Republic of Serbia, company ID number 21178772, TIN No. 109418823 as the purchaser (the “buyer”) and any legal entity or natural person – entrepreneur that according to these GTC is selling goods or supplying services (hereinafter referred to as “seller”) to the buyer. (Goods and services hereinafter jointly referred to also as the “goods”).

1.2. Legal relationships between the seller and the buyer are governed by these GTC, by the purchase contract concluded between the buyer and the seller and unless these documents provide otherwise, the legal relationships are governed by the generally binding legal regulations of the Republic of Serbia.

1.3. The seller and the buyer may agree in the purchase contract validly concluded between them on application of the different rights and obligations than those stipulated by these GTC. In case of discrepancies between such contractual arrangements concluded between the parties, the later contractual arrangement shall prevail. The buyer reserves the right to amend these GTC. The buyer is obliged to notify the seller of amendment to the GTC in writing not later than fifteen (15) days before the amendments enter into force.

1.4. These GTC are published on the website www.14oktobar.rs.

2. Definition of terms

2.1. The buyer under these GTC is the following company:
,,14.OKTOBAR D.O.O. Kruševac’’
Jasički put 2, 37000 Kruševac,
Republika Srbija,
company ID number 21178772,
TIN No. 109418823,
Website: www.14oktobar.rs

2.2. The seller is under these GTC a legal entity or an individual – entrepreneur that sells the goods or services to the buyer or with whom the buyer has entered into a purchase contract in writing

2.3. The parties pursuant to these GTC are the seller and the buyer.

2.4. The document in a written form is the document in the form of a regular letter, electronic mail, i.e. e-mail.

2.5. Purchase contract is a written document having such designation, as well as any mutually confirmed proposals of the parties that contain fundamental requirements pursuant to the applicable laws, in particular the subject matter of the purchase and/or the designation and description of the service, internal number of the centre of the buyer, inventory number of the property of the buyer, delivery date, purchase price, designation of the parties, information that the tax document of the seller without indication of the order will not be accepted by the buyer and that it will be returned to the seller; and/or the order issued by the buyer, which includes all the aforementioned requirements, that is confirmed by the seller, the purpose of which is the undertaking of the seller to deliver to the buyer the goods specified individually or specified in quantity and type, and transfer to the buyer the ownership title to the goods, and the buyer is obliged to pay the purchase price. The subject of the purchase contract is only the goods specifically mentioned and specified in the purchase contract and / or order.

2.6. Executed purchase contract is the only and entire document between the parties in the respective matter and any prior arrangements of the parties in the matter, made either in writing or verbally, are

becoming void by the conclusion of the purchase contract, except for the seller’s liability for defects of the goods and the seller´s liability for delay.

2.7. The goods pursuant to these GTC are the products that are offered for sale by the seller.

2.8. The seller will confirm the order made by the buyer not later than two (2) working days as of the date of its receipt. The response to the offer that appears to be an acceptance of the offer, but includes any amendments, restrictions or any other changes is always deemed to be a new offer and requires an acceptance by the buyer. The buyer hereby in advance excludes any possibility of acceptance of the offer with amendment or different provisions. Early acceptance of the proposal enters into force at the moment when acceptance with the content of the proposal is delivered to the party.

2.9. The seller is liable for the fact that the goods are not encumbered by any rights of the third parties, which would in any way limit or prevent its acquisition by the buyer and its usage.

2.10. In case the purchase order does not contain the data specified in point 2.5 of these GTS the seller is obliged to the request the buyer to provide the missing data in the purchase order. In case the invoice issued by the seller does not contain the designation of the purchase order, the invoice will not be accepted by the buyer and will be returned to the seller.

3. Delivery terms

3.1. The seller is obliged to deliver the goods duly and on time, and within the deadline agreed by the parties in the purchase contract and/or order. The place of delivery of the goods is the place that the parties specified as a place of delivery in the binding order, otherwise it is the registered office/seat of the buyer. All delivery conditions shall be governed by international rules for interpretation of delivery terms INCOTERMS 2010 issued by the International Chamber of Commerce in Paris.

3.2. The seller is obliged to notify the buyer in writing of the readiness of the supply of the goods not later than three (3) working days in advance.

3.3. The seller is obliged to pack and transport the goods in a manner to avoid its damage due to the mechanical, atmospheric and other influences and at the same time to enable their safe transportation and possibility to manipulate with the goods in a manner that corresponds to the nature of the goods.

3.4. The seller is obliged to ensure that each delivery of goods is accompanied by a delivery note stating in particular designation of the buyer’s order or the purchase contract, date of handing over of the goods for their transportation, specification of the goods and the number of items of the goods, specification and type of the packaging, mean of transportation of the goods and confirmation issued by the carrier on execution of the inspection of the quantity of the goods at the time of their
taking over. The seller is obliged to ensure such inspection. The abovementioned marking must also be indicated on the packaging of the goods, at least in the following extent: designation of the seller, specification of the goods and number of the items of the goods in the packaging, specification of the order of the buyer or the purchase contract.

4. Price of the goods and payment terms

4.1. The price of goods is agreed by agreement of the parties in the delivery parity FCA platform/ramp of the seller under INCOTERMS 2010.

4.2. The buyer is obliged to pay the purchase price on the basis of the invoice issued by the seller. The seller has the right to issue the invoice after due fulfilment of the order.

4.3. The seller is obliged to deliver the invoice to the buyer in two original copies, without undue delay after the right to issue an invoice arises.

4.4. The invoice issued by the seller is due in sixty (60) days as of the date of the taxable event, which in the case of delivery of defective goods is extended by a period of removal of the defects. The invoice shall contain the particulars of a tax document and a commercial document, in particular specification of the goods and their quantity, specification of the order or the purchase contract, date of the taxable event, issue date, date of dispatch of the invoice, specification of the delivery note and payment/banking details of the seller.

4.5. The purchase price shall be paid via bank wirе transfer according to the payment/banking details of the seller specified on the invoice. The invoice is deemed to be paid at the moment of deduction of the respective purchase price from the account of the buyer.

4.6. The seller is not entitled, without the prior written consent of the buyer to assign its claims against the buyer to any third parties or to encumber such claims to the benefit of third parties.

5. Liability Insurance

5.1. The seller is obliged to ensure and submit the buyer with a document proving the fact that the seller has duly entered into an insurance contract for liability insurance and liability insurance for the goods no later than the effective date of the purchase contract. The seller is obliged to maintain these contracts for insurance in force until the moment of settlement of all claims and rights from the purchase contract.

6. Quality requirements and liability for defects

6.1. The seller is obliged to deliver the goods in the quantity, quality and execution specified by these GTC and the purchase contract and to secure the goods for their transportation in compliance with these GTC and the purchase contract.

6.2. The goods are defective in cases specified by the respective laws and/or in case of breach of obligations as set out in this article of GTC by the seller.

6.3. Any deviations from technical and other specifications of the product and approved reference samples are deemed to be a non- conformity and the seller will be immediately informed about them without via claim. The claim also refers to non-conformity, which results into the replacement of the original goods of the seller. Replacement of the original goods is also meant the following: exchange of goods, sorting, repair, financial compensation, alternative supply.

6.4. The seller is obliged, within 24 hours as of the receipt of the claim to send to the buyer information about immediate measures in the form of an 8D report (at least up to the point 3) in the buyer´s formulae. Further procedure of processing of the claim will be determined depending on the specific situation, but at the same time there must be an apparent effort to rectify the non-conformity as quickly and as effectively as possible by the seller, including determination of the measures for rectification.

6.5. In the case of an admissible claim the seller is obliged to pay to the buyer in a monetary form a reimbursement of costs related to the administration of the claim in the amount of 100, – €.

6.6. The buyer reserves the right for specific business matters to specify the level of system management of the seller in the following levels: “Implementation of the system in accordance with ISO 9001”, “The implemented and certified system
at least according to ISO 9001″or “Certified IMS”. In case of specific buyer’s requirements on a certified system management, the seller is obliged without any specific request and within three months as of the expiry of the validity of the certificate to send a new certificate, eventually, inform about the change in status. At the same time the seller is obliged to ensure the production and supply of the goods, so that the quality and its nature are fully in compliance with the applicable and mutually approved technical documentation, legal regulations, technical standards, legislation and standards for safety and quality about which is the seller required to keep records and upon the request submit it for inspection to the buyer.

6.7. The seller is obliged to inform the authorized representatives of the buyer about changes in the production process and/or newly used raw materials, prior to effecting such change, and subsequently agree on further procedure which may comprise:
– new sampling
– examination of the documentation
– more rigid final inspection at the seller for a
limited period
– other agreed procedures (e.g. loosening of the production by the seller)
After the change all deliveries must be designated in agreement with the authorized representatives of the buyer.

6.8. The seller provides a warranty on the goods only if the warranty and its duration are agreed in writing between the contracting parties. This provision is without prejudice to the application of the statutory warranty that applies directly from the applicable law.

6.9. The claim with respect to the quantity may be made within fifteen (15) days as of the receipt of goods by the buyer. Defects and claims arising therefrom as well from the warranty have to be made in writing by the buyer and submitted to the seller,
without undue delay after their detection. The seller is obliged, without undue delay, and at its own costs to deliver to the buyer the goods without any defects and/or the missing goods, and/or to repair the goods. The period within which the claim regarding the goods will be assessed must not exceed ten (10) days from the date of the submission of the claim, during which the seller is obliged to submit the buyer with a written opinion on the justifiability of the claim. After futile expiry
of that period, the buyer is entitled to withdraw from the contract and send the goods to the seller, at the expense of the seller.

6.10. The seller shall be obliged during the production process to implement a system of checks and preventive  measures, from the inspection of incoming materials up to shipping of the finished products. The aim of these preventive measures and checks is supply of the goods that are free of any non-conformity, about which is the seller obliged to keep demonstrable records.

6.11. The seller is obliged upon the request of the buyer to deliver with the goods a quality certificate attesting that the goods comply with the approved technical documentation and compliance with the applicable technical regulations, and that the seller has complied with the procedure when assessing its conformity. The seller is further obliged upon the request of the buyer to deliver with the goods copies of applicable declarations of conformity. For the purposes of verification of the quality that the buyer requests and needs the seller is obliged to enable the buyer to carry out an execution of the audit in the whole extent, and at the same time the seller agrees that the goods may be subject to state´s quality inspection.

6.12. The seller is liable for the fact that the goods or their parts do not infringe industrial property and similar rights of the third parties. The seller is obliged to inform the buyer in writing about the use of its own industrial rights in the goods, however,  neither  own  nor  licensed  industrial property rights may not exclude or otherwise restrict further use or sale of the goods by the buyer.

6.13. The seller acknowledges and agrees that, on the basis of the supply of goods and services of the seller, these goods and services may be subject to the continuous evaluation by the buyer with an impact on the inclusion  into  other  projects, particularly with regard to:

–  supply  reliability  (adherence  to  deadlines/ quantities)

– business cooperation (price level, flexibility, reaction time, …)

– quality management system (certification level)

– quality of the supplies and management of claims.

7. Force majeure

7.1. The parties are not liable for the delay in the fulfilment of their obligations if the delay is caused by circumstances outside the control of the party that is in delay, in particular by fire, storm, flood, earthquake, explosion, accident, war, terrorist acts, sabotage, epidemics, quarantine restrictions, embargoes, natural disasters, fire, severe frosts, incidence of infectious diseases, state of war, civil unrest, mobilization, blockade, general strike, or official or public  measures which participants cannot remove nor influence etc.. The party which claims these circumstances is without undue delay obliged to notify in writing the other party on the occurrence of these circumstances and when these circumstances last without interruption for more than three (3) months, the other party shall be entitled to withdraw from the purchase contract.

8. Penalties

8.1. In case the buyer is in delay with payment of the purchase price, the seller has the right to demand a payment of the delay interest at the rate set by applicable laws.

8.2. In case the seller is in delay with the delivery of the goods to the buyer, the seller is obliged to pay to the buyer a contractual penalty in the amount of five (5) percent of the total purchase price agreed in the purchase contract.

8.3. In case the seller is in delay with the delivery of the goods to the buyer, the seller is obliged to pay to the buyer a delay interest at the rate of 0.05% of the purchase price daily, per each day of delay.

8.4. The provisions on delay interest and contractual penalty shall be without prejudice to any obligation to            compensate the damage caused to the buyer, which is a separate claim.

9. Protection of personal data

9.1. The seller hereby declares that pursuant to the Law on protection of personal data

(“Official Gazette of the Republic of Serbia”, No. 97/2008, 104/2009 – other Law, 68/2012 – decision of CC and 107/2012) it grants the consent to the buyer to process and store its personal data, in particular the data indicated when making the order or during the communication with the buyer, and also agrees with the buyer processing these personal data in all its  information  systems.  The  seller  grants  the consent to the buyer for an indefinite period of time. The consent may be withdrawn at any time in writing at the address of the registered seat of the

Company or via e-mail addressed on:

office@14oktobar.rs .

9.2. The  seller grants  consent to processing  of its personal data: name and surname, home address, invoicing  address,  identification  number,  tax identification number, electronic mail address, and telephone number (the “personal data”).

9.3. The seller agrees to the processing of personal data by the buyer, specifically for the purposes of execution of the rights and obligations from the purchase contract and for the purposes of sending information and commercial announcements to the seller. The seller acknowledges that it is obliged to indicate its data on the order  correctly and truthfully and that it is obliged to inform the buyer without undue delay about any changes in its personal data.

9.4. Personal data will be processed during the period of the duration of the consent. Personal data will be processed electronically via automated means or in a printed form via non-automated means, also via third parties, and also outside of Serbia. Personal data of the seller will be registered in the records of the buyer and will be processed  by the designated  employees of the buyer.

9.5. The seller confirms that the personal data provided is accurate and that it was advised that the personal data is provided on a voluntary basis.

9.6. The seller as the data subject within the meaning of the Law on protection of personal data declares that it was informed about its rights attributed to it pursuant to Law on protection of personal data (“Official Gazette of the Republic of Serbia”, No. 97/2008, 104/2009 – other Law, 68/2012 – decision of CC and 107/2012).

10. The court of arbitration

10.1. The seller and the buyer hereby agreed that any dispute arising from the legal relationships established by the orders and/or the contract or relating thereto, including all ancillary legal relationships, claims for unjust enrichment, claims for damages, disputes on validity, interpretation and termination of the contract or this arbitration clause, shall be determined in the arbitration proceedings pursuant to The Law on Arbitration (“Official Gazette of the Republic of Serbia”, No. 46/2006) on arbitration proceedings and will be submitted to the competent arbitration court in the Republic of Serbia. The Parties are obliged to comply with the arbitration award. The parties agree that the arbitration award is final, binding and enforceable against the parties.

11. Confidentiality

11.1. When ensuring compliance with the point 1 of this article in relation to all information which the parties learn in the course of the contractual relationship between the seller and the buyer, and/or which are identified or treated as confidential, and/or which based on other circumstances is discernible as confidential and/or a trade secret disclosed to the buyer (the “confidential information”), each party shall:

11.1.1 during the duration of this contractual relationship as well as after its termination, maintain in secrecy and confidentiality any confidential information, and if it is not for the purposes of this contractual relationship – it shall neither reproduce such information nor provide it to third parties or otherwise use it;

11.1.2 disclose confidential information to third parties only with the prior written consent of the seller;

11.2. The provisions of the point no. 1 of this article shall not apply to confidential information which:

11.2.1 is or becomes known to the public without any breach of obligations or an assistance provided by the parties;

11.2.2 was known to one of the contractual parties before conclusion of the contractual relationship or was provided to it by the third party as information that is not confidential while at the same time the third party did not breach its own confidentiality obligation;

11.2.3 is duly disclosed on the basis of the legal obligation, decision of the competent court or other regulatory authority; in these cases the contractual party that is obliged to disclose the information will immediately notify the other contractual party before the disclosure of information.

11.3. All statutory confidentiality obligations imposed on both contractual parties remain unaffected by the provisions of point 1 and 2 of this article.

12. Final provisions

12.1. General terms and conditions constitute an integral part of the contract, and the contract can be amended or supplemented only in the form of written amendments.

12.2. These general terms and conditions are executed in Serbian and English language. In case of any discrepancies between the language versions, the English version shall prevail.

12.3. In case of inconsistency between these GTC and the contractual relationship it is deemed that the contractual relationship prevails over the provisions of these GTC.

These terms and conditions are valid and effective as of 1st January 2018.