General Terms and Conditions

General Terms and Conditions

General terms for the procurement of goods, services and works from the company COMBIS d.o.o. (hereinafter: Bidder)

1.) Scope

(1) The General Terms (hereinafter: GT) and other contractual conditions listed in the bid (hereinafter: Bid) of the company COMBIS d.o.o. (hereinafter: Bidder) will apply exclusively to the Bid, thereby excluding any other conditions that the Bid recipient (hereinafter: Client) wishes to set, include, or which are implied by business practice or custom or ordinary practice.

(2) Only Bids submitted in writing by the Bidder will be considered valid. It is considered that this condition of writing is met in cases when communications are performed electronically, either by fax or e-mail, or another means of electronic communication provided by the Client for performing procurement transactions.

(3) The GT contains the general rules and conditions by which the Bidder performs the procurement of goods, services and works, pursuant to the acceptance of the Bidder’s bid, special contract, and/or order form. The GT is considered an integral part of the accepted Bid of the Bidder, concluded contract, and/or order form, and shall apply to all matters not regulated under the bids/contracts/order forms, regardless of whether this pertains to the delivery of goods (equipment), computer programs, or the execution of services. The provisions of the GT shall apply appropriately to that particularly offer. In cases of a contradiction between the provisions of the bid, contract/order form, and the provisions of the GT, the provisions from the bid/contract/order form shall apply.

(4) The Bidder guarantees under full material and criminal liability that it is fully authorized for the delivery of goods (equipment) or the execution of works and/or services offered to the Client. In the case where the manufacturer of the equipment and/or computer program is a third party (hereinafter: Manufacturer), at the request of the Client, the Bidder will specify the document/contract pursuant to which it is authorized to deliver the said third party goods (equipment) or computer programs (such as agreement on distribution/partnership/authorized service etc. or confirmation of the manufacturer/authorized distributor). The Bidder guarantees that it holds all the necessary rights and permits to deliver the goods (equipment) and execute the works and/or services offered to the Client, in the manner stipulated in the offer and under these Conditions.

2.) Conclusion of the contract and order of importance

(1) If the Client notifies the Bidder in writing (including e-mail and fax) of acceptance of the Bid, it shall be considered that a contract has been concluded that consists of the following integral parts in the following order of importance:

Bid
Specifications
GT

(2) The contract is deemed concluded at the time when the Bidder receives notification of the Client that the Client has accepts the Bidder’s Bid.

3.) Delivery of goods (equipment), works and/or execution of services, prices

(1) The price listed in the Bid is the total price that includes the delivery of goods (equipment) to the destination listed in the Bid, or the execution of works and/or services at the location listed in the Bid. The price includes all costs of transport, insurance, packaging of goods (equipment), or execution of works and/or services at the location listed in the Bid, unless otherwise stipulated in the Bid or Specifications.

(2) The principle of Delivered Duties Paid without VAT is applied pursuant to Incoterms 2010 to the site listed in the Bid, unless otherwise stipulated in the Bid.

(3) Appropriate instructions for operation, handling, use, and maintenance, and other accompanying documents, will be delivered in English or in Croatian. The instructions and accompanying documents are included in the price.

(4) The price listed in the Bid may be expressed in euros and in a foreign currency. The Bidder retains the right to change prices in the case of a change in the exchange rates until the date of delivery/payment.

4.) Time of delivery or execution

(1) The envisaged time for delivery of goods (equipment), or execution of works and/or services is defined in the Bid and as a rule deadlines are calculated in working days, unless otherwise stipulated in the Bid that deadlines are calculated in calendar days. Work days are considered all days except Saturdays, Sundays and holidays as stipulated by the legal provisions of the Republic of Croatia. If the final day of the deadline calculated by working days falls on a day not considered a working day as outlined above, the final deadline for execution shall be the next working day.

(2) The partial delivery of goods (equipment) works and/or services is possible.

(3) The Bidder will immediately notify the Client in writing if an event should occur or circumstances arise that may result in missing the set deadline for the delivery of goods (equipment), or execution of works and/or services.

5.) Reception

(1) The legal regulations shall apply concerning the transition of risks and ownership, unless explicitly stipulated differently.

(2) The delivery or execution of services is considered complete if receipt is confirmed by the Client in writing, and the waybill or receipt record signed.

(3) The risk of loss or damages passed to the Client upon signing the waybill or receipt record. The same effect is secured by the fact of use of the delivered item or subject of the services by the Client.

(4) Immediately upon delivery to the agreed location, the Client will inspect the subject of the delivery, and if any visible shortcomings or damages are observed, or in the case of delivery of the wrong item, the Client and Bidder will make note of this and sign the appropriate record.

(5) In the case of a hidden fault that cannot be detected by a regular inspection as stated in the preceding paragraph, the Client will notify the Bidder in writing within 7 days of discovery of the hidden fault. The Bidder will not be responsible for hidden faults discovered after 6 months of completed delivery.

(6) In a reasonable time period after signing the record from the fourth paragraph of this Article, or after receipt of notification from the fifth paragraph of this Article, the Bidder will remove all established faults or shortcomings.

6.) Invoices, payment terms

(1) Invoices are delivered upon the fulfilment of all terms stipulated in the Bid.

(2) A payment period of 30 days is applied, starting from the date of issue, unless otherwise stipulated in the Bid.

(3) Where applicable, value added tax will be calculated in the amount prescribed by the legal regulations.

(4) The date of payment execution is considered the date upon which the required funds are recorded in the Bidder’s bank account.

(5) In the case the date of maturity of the amount falls on a non-working day (non-working days are: Saturday, Sunday and holidays pursuant to the legal regulations of the Republic of Croatia), the Client is required to settle the invoice the following working day.

(6) In the case of a late payment by the Client, the Bidder may calculate the legal interest on arrears. The interest on arrears is calculated based on the number of actual days passed since the date of payment maturity to the date of payment fulfilment.

7.) Guarantee

(1) In the case of delivery of goods (equipment) or the right to use a computer program (software license), the Client receives the right to a guarantee according to the terms defined by the manufacturer, or the right of use as defined by the manufacturer who is the owner of the intellectual rights for a certain computer program.

(2) For the duration of the guarantee period, the Bidder will not be responsible for any faults or defects caused by inexpert handling or incorrect installation or maintenance by the Client, obvious mechanical damages, and damages caused by natural disasters or a force majeure.

8.) Software license

(1) If the subject of the delivery is a software license, the Client acquires the right to use such software in line with the conditions laid down directly by the manufacturer, and the Client is obliged to abide by the conditions of use as stipulated by the manufacturer.

(2) Unless otherwise stipulated in the Bid, the rights of the software license will apply without exception, are non-transferrable, and limited spatially and temporally to the territory of the Republic of Croatia, or that the unlimited right of use depends on the practices of the software manufacturer.

Further, the license is intended exclusively for internal use of the Client and may not be resold nor are any rights of use of the license that is the subject of the Bid transferrable.

If the subject of the delivery is the right to use a certain computer program (software license), the Client acquires the right to use such program in line with the conditions stipulated by the manufacturer, which the Client is required to accept. In order to avoid any ambiguities, the computer programs (software licenses) that the Bidder delivers to the Client are never sold, and are only licensed pursuant to the licensing conditions of the manufacturer of the software, and the Client is requests to accept the license agreement at the time of purchase, receipt and/or installation of the software. Any reproduction or redistribution of the software of goods not aligned with the relevant licensing conditions, manufacturer’s usage rules, and the applicable law is strictly prohibited.

As part of the delivery of computer programs (software licenses), the Bidder does not provide the Client with any additional insurance concerning the accuracy or results or output values of such software tools or service programmes, above those explicitly mentioned in the software manufacturer’s guarantees. The Bidder, as the deliverer of the computer programs (software licenses), has no influence on the functioning of the computer programs, updating, or additional functionalities that are provided by the manufacturer through the rules of use, and which for the user are defined exclusively according to the conditions prescribed by the manufacturer.

9.) Subcontracting

(1) The Bidder has the right to engage subcontractors for the purpose of execution of its obligations, where necessary.

(2) In the case of non-fulfilment of the contractual obligations and/or their inadequate fulfilment by the subcontractor, the Bidder is required at the request of the Client to terminate the engagement of the subcontractor.

(3) The Bidder gives orders to the subcontractor on its behalf and at its expense. The Bidder is responsible to the Client for the proper and timely execution of subcontractor services, with a maintenance of the set quality standards, as though the execution were performed by the Bidder itself.

10.) Confidentiality

(1) The Bidder will treat as confidential all Client business information learned during the course of the business relationship and which are not generally known. Such information will not be abused for its own purposes or for third party purposes.

(2) All Client documents made available to the Bidder remain the ownership of the Client.

(3) The Bidder will not be responsible for the disclosure or use of confidential information that:

is already or becomes publicly known, except via violations of the GT
had to be disclosed by law pursuant to a court order.

(4) The Bidder has the right, in line with needs and without the prior consent of the Client, to make confidential information available to its affiliated companies in the sense of the provisions of the valid Companies Act, such that in that case, the Bidder is required to ensure that the affiliated companies to which the confidential information was made available act in the same manner as stipulated under the GT.

(5) The Bidder is authorized to use the fact of the acceptance of the Bid and conclusion of the contract as a reference for marketing purposes, and for the purpose of winning other contracts, but without violation of the provisions on data confidentiality, and without disclosure of information of the specific needs of the Client.

11.) Personal data

(1) All personal and transport data made available by one party of the agreement to the other for the purpose of execution of obligations are considered confidential. Personal transport data may be used for the purpose of execution of the contractual obligations and many not be used for any other purpose without the explicit written consent of the other party, unless otherwise stipulated by the valid legal regulations of the Republic of Croatia.

(2) Personal data is any information that pertains to the identification of a natural person or a natural person who can be identified. A person that can be identified is a person whose identity may be established directly or indirectly, particularly on the basis of an identification number or one of more traits specific to their physical, psychological, mental, economic, cultural or social identity. Transport data is any data processed for the purpose of transmission of communications via the electronic communications network, or for the purpose of calculation and collection of costs.

(3) The obligation to protect the confidentiality of personal and transport data remains permanently in effect.

(4) If the Bidder, concerning the Bid, will access and/or process personal data, the same will be performed exclusively at the request of the Client and pursuant to the Client’s instructions. The Bidder guarantees the fulfilment of the conditions laid down by the valid personal data protection regulations for the personal data processing officers, and in particular, will secure measures to protect data pursuant to the valid regulations and the GT, and are required to keep confidential any data that pertain to the Client’s service users or Client employees, including their personal and transport data (hereinafter: user/employee data).

(5) The Bidder is authorized to process data on the Client users/employees exclusively in the manner and to the extent necessary to execute its obligations and rights pursuant to the Bid, and many not give these data for use to unauthorized third parties, or make them available in any other way. Processing data on the Client users/employees includes every action or group of actions performed on these data, either by automated means or not, including insight into the data, their collection, recording, organization, saving, adapting or amending, withdrawing, use, disclosure via transmission, publication, or making them available to third parties in any way, classification or combination, blocking, deleting, or destroying, including the performance of logical, mathematical, and other operations on those data.

(6) For the purpose of fulfilling the data protection requirements for the Client user/employee data, the Bidder is required to take all necessary technical, organizational, security, and personnel measures. The Bidder will ensure that its employees, associates, and assistants are familiar with the provisions that govern handling the Client’s user/employee data, and bind them to protection the confidentiality of those data via a labor contract, non-disclosure statement, internal regulations, or other legally binding means.

(7) After the cessation of the contractual relations, the Bidder is required to destroy (permanently delete) all Client user/employee data, regardless of the media they are stored on.

12.) Force majeure

(1) The contracting parties will not be responsible for the non-execution of any requirements if such non-execution was the result of a force majeure – as an event outside the control of the contracting parties and independent of their will, which directly impacts the execution of the obligations and whose occurrence is not the result of neglect by the contracting parties, and which could not be predicted, prevented, avoided, or eliminated.

(2) A force majeure includes, but is not limited to, natural disasters, state of war, strike, and embargo.

(3) In the case either of the contracting parties is hindered from the fulfilment of their obligations by a force majeure event, they are required to notify the other contracting party without delay, and no later than within 48 hours, outlining the cause and possible duration of the force majeure event. The same procedures will apply for notification of the cessation of the force majeure event.

(4) In the event of a force majeure, the affected contracting party will invest all efforts to fulfil its obligations. In the case that the force majeure prevents it from executing part of the contractual obligations, and that part is not critical for the fulfilment of the contractual relations as a whole, the affected contracting party will continue to execute its obligation in those areas in which it has not been affected by the force majeure.

(5) If the event is assessed to be a force majeure, attempts will be made to adapt the contractual deadlines to suit both parties, but in the case that the force majeure event lasts longer than 30 days, the contracting parties retain the right to terminate the contractual relationship, effective immediately, after notifying the other contracting party in writing thereof.

13.) Termination of the contractual relationship, compensation of damages

(1) Each party has the right to terminate the contractual relationship with a written notification with immediate effect, if the other contracting party continues to violate, i.e., not fulfil its obligations and/or does not eliminate the consequences of a violation within 30 days of receipt of written notification of the occurrence of the violation. The notification of the violation, and the decision to terminate the contractual relationship, must be submitted to the other party in writing, to the registered address of the seat, by registered post with return slip. Deadlines are calculated from the submission of the notification, or the decision of the post office, under the condition that the letter has been submitted as a registered letter with return slip.

(2) If due to non-fulfilment or incomplete fulfilment of the obligations by one side has incurred damages for the other side, the side that has suffered the damages has the right to compensation of general damages. Liability for indirect and consequential damages, lost benefits, non-material damages, interrupted work, loss of information and data and the like are excluded.

(3) The parties are always responsible for damages caused intentionally or by gross neglect.

(4) In the case of a termination of the contract/order form by the Client for the termination of the contract for which the Bidder is not responsible, the Bidder will be authorized to collect and issue an invoice to the Client for all properly executed delivery of goods (equipment) or executed works and/or services, up to the moment of termination of the contract.

(5) In the case of a unilateral termination of the contract/order form concluded based on an accepted Bid of the Bidder on the side of the Client, the Bidder will be authorized to collect for all properly executed services/works until the moment the termination of the contract comes into effect.

14.) Transfers (of claims (cession) and transfer of the contract/order form

(1) The Client does not have the right to transfer its rights and responsibilities ensuing from the contractual relationship in whole or in part to any other person.

15.) Compensation

(1) Compensation is possible exclusively based on a prior written agreement between the contracting parties.

16.) Compliance for partners/suppliers of the HT Group

The HT Group, as part of the DT Group, places special importance on the compliance of operations, and the evaluation and actions of all in their daily work in accordance with the law and internal regulations. Legal and ethical conduct is the fundamental basis for achieving trust of customers and business partners in our company. In order to be certain that all suppliers of the HT Group in the global supply chain respect human rights, and are concerned with employee working conditions, health and safety, and environmental issues, the HT Group expects its suppliers to accept the HT Group Supplier Code of Conduct, and its provisions can be seen below.

By understanding the existing risks we can avoid possible risks for you and for our company. That is why we invite you to take part in our education sessions, as this is an opportunity to learn more about business compliance and combatting corruption, and how to apply this in your daily work.

HT Group Supplier Code od Conduct

Education in Croatian
Education in English

17.) Final provisions

(1) If any of the provisions of the GT become illegal, invalid or inexecutable in any sense pursuant to the applicable law, this will not in any way affect the legality, validity and executability of the remaining provisions of the GT.

(2) Any disputes arising between contracting parties will be resolved at the competent court in Zagreb, Republic of Croatia.

(3) For the rights and responsibilities of parties not regulated under the GT, the legal regulations of the Republic of Croatia will apply, while the application of trade customs, the Convention of the United Nations on agreements on the international sale of goods (CISG) and regulations on resolving legal disputes will be excluded.

18.) Acceptance of the GT

(1) By accepting the Bid of the Bidder in accordance with the conditions of the GT, the Client automatically accepts the GT and is familiar with its content, and the terms of the GT are clear and understandable and accepts them in their entirety.

(2) The Bidder is authorized to amend the GT at any time. In the case of an amendment of the GT, the Client will be notified thereof and the new GT will be delivered to the registered address of the seat and/or the official website no later than 30 (thirty) days prior to the entry of the amended version of the GT into effect.

(3) The Client may not be in disagreement with the amended provisions of the GT that do not alter the legal nature of its contractual agreement with the Bidder, i.e., do not jeopardize the equality of the contracting parties and equal value of the contractual facts according to the concluded contract/order form.

(4) Within five (5) days of the date of delivery of the new GT, the Client will contact the Bidder with any reasons for disagreement with the amended provisions of the GT. In this case, the Client and Bidder will enter into negotiations to define more acceptable conditions for their further contractual cooperation, in which each party reserves the right to unilateral termination of the contract/order form, if a mutually acceptable agreement cannot be reached. All services and works performed until the date of termination of the contract/order form for the above reasons may be collected upon by the Bidder. In the case that the Client does not notify the Bidder concerning the above within the set five (5) day period, it shall be deemed that the Client has accepted the new amended GT.