Conditions of sale and delivery of Novotech d.o.o., Croatia

1. General

1.1. These conditions apply to all deliveries and services of Novotech related to procurement and rental. General conditions printed on order forms, delivery notes etc. of Novotech’s customers, eg purchase conditions, are not taken into account and are therefore not an integral part of the order, even if Novotech has not expressly challenged them. Special agreements are valid if confirmed by Novotech in writing or by contract.

2. Orders
2.1. As such, our offers are not binding and must be confirmed separately with a purchase order.
2.2. Due to circumstances that could arise after placing the order and would negatively affect the customer’s creditworthiness, Novotech has the right to demand payment in advance or cancel the order in case of non-payment.

2.3. Information in the technical documentation is taken into account, if such information is expressly referred to in the confirmed order. For data prepared by Novotech, Novotech reserves the right of ownership.

3. Prices
3.1. All Novotech prices are valid until the warehouse at the company’s headquarters, or until the customer. Also, costs arising from commissioning, performed by a Novotech service technician, installation of machines and driver training are also paid separately, unless otherwise agreed in the order or offer. Novotech does not accept packaging back.

4. Terms of payment
4.1. Deliveries of goods are due for payment in full in accordance with the offer or confirmed order. Invoices for delivery, rental and assembly are due for payment in accordance with the offer or order. In addition to direct remittance to Novotech’s business account, payments are also considered to be other possible forms of payment of obligations (eg: compensation, assignment, assignment, etc.), with prior confirmation by Novotech. In case of delay in payment, statutory default interest may be charged. All warning costs and out-of-court costs are borne by the person who is late with the payment. Set-off with a counterclaim is excluded, unless it has been recognized and issued a written authorization from Novotech or otherwise agreed in writing or regulated by contract.
4.2. In the event of a delay in payment, Novotech has the right to demand immediate payment of the relevant deliveries as well as other unpaid legal matters, and above all to keep deliveries open and make deliveries only by cash on delivery.
4.3. With the customer’s payments – regardless of the purpose of the payment – additional fees will be settled and booked first, followed by the customer’s oldest obligations.

5. Retain ownership rights
5.1. Novotech retains ownership of all delivered goods until payment of the entire amount due from the business relationship by the customer, including all interest and costs. In this case, the built-in parts cannot be considered as an integral part of the equipment or as belonging to it.
5.2. The buyer’s obligation is to handle the goods carefully during the retention of ownership rights. The costs of regular and extraordinary maintenance fees and service parts are borne by the customer, who is also responsible for the conscientious performance of such work.
5.3. The customer is obliged to immediately inform Novotech in writing about all interventions by a third party on the goods, especially in the case of enforcement measures as well as possible damage or destruction of the goods. The customer is obliged to inform Novotech immediately about the change of the owner of the goods and about the change of his own address. The customer is responsible for all damages and costs resulting from failure to comply with obligations and measures to protect against third-party intervention.
5.4. If the customer does not comply with the terms of the order, Novotech reserves the right, especially in the case of late payment, to cancel the order and demand the return of the goods. This also applies in case of violation of paragraph 2 of these conditions (this point).
5.5. The customer has the right to instruct Novotech to deliver the goods to a third party instead of the customer in the appropriate procedure, by assignment. The buyer waives all possible claims in the amount of the invoice, which could arise from the delivery of the goods to a third party, and undertakes to mark the same in an appropriate manner in his accounting documents or invoices. Novotech will accept such assignment. Novotech reserves the right to forcibly collect the unpaid amount from the customer if the customer does not fulfill its payment obligations and is late with payment.

6. Shipping and receiving
6.1. The cost and risk of shipping is assumed by the buyer, if he has arranged transportation in his arrangement. The risk of accidental destruction is transferred to the freight forwarder, loading manager or other person in charge of shipping the goods. As a rule, the choice of shipping method is the right of Novotech. The customer expressly agrees with the choice of Novotech.

7. Delivery deadline
7.1. Novotech’s goal is to ensure timely delivery. The delivery terms start from the order, but not before the delivery specification, if it is not determined by the order confirmation itself. Also, failure to meet certain deadlines does not give the customer the right to cancel the order immediately. In all cases of delay in delivery, Novotech is authorized in writing to extend the deadline by a maximum of 3 months, and in the case of a specific deadline, by 1 month, and the customer is obliged to accept such an extension of the deadline while giving a warning to Novotech that, in case of non-compliance, extended deadlines, cancel the order.
In connection with the determination of the extension of the deadline, compensation claims by the customer are excluded, if Novotech fulfills the obligation within a subsequently determined deadline.

7.2. The agreed deliveries must be taken over no later than one year from the date of receipt of the order
7.3. In the event of unforeseen delivery disruptions, such as strikes, production stoppages, delays by Novotech’s suppliers, and in the event of force majeure, Novotech reserves the right to extend a specific delivery period at its own discretion or to cancel the order (see also 2.1).

8. Liability, Warranty and Guarantee
8.1. Complaints must be submitted in writing – letter or fax message – immediately after receiving the goods, and in the case of hidden defects immediately after discovery (subjective deadline) or no later than 6 months after receiving the goods (objective deadline), otherwise the complaints in question are not valid or will not be accepted nor is Novotech obliged to accept them, and the customer loses the right based on defects.
8.2. In the case of equipment, the warranty period and the statute of limitations for specific customer requests are valid for 12 months from the transfer of responsibility, unless otherwise agreed. In the event of a complaint, in accordance with the regulations, after excluding all other claims related to warranty, compensation and guarantees, Novotech will, at its own discretion, decide:
a) to repair or change defective goods or components at Novotech’s location;
b) to repair or replace defective goods or components at the customer’s location, whereby the customer is obliged to return the defective goods or components after calling Novotech at Novotech’s expense, i.e. to allow Novotech to collect them.
8.3. The customer is obliged to submit evidence of certain defects upon request, especially for the fault itself, the time of discovery and occurrence of the fault and the timely complaint.
8.4. Travel and transport costs as well as additional costs of external works are borne by the buyer. This is especially true in the case of an extended warranty that Novotech accepts and for which the aforementioned warranty conditions apply. The extension of the warranty responsibility does not occur due to the resolution of the complaint. Both warranty claims and any agreed warranty claims are extinguished, if regular maintenance is not provided, as described in the instructions for use, within the authorized Novotech service.
8.5. The costs of error correction by the customer are borne by the customer. Novotech’s warranty is terminated in the event of intervention by a third party and non-compliance with the stipulated operating and maintenance conditions. The guarantee related to working hours is terminated after the end of working hours.
8.6. If it concerns goods manufactured by Novotech at the customer’s order, i.e. according to the customer’s construction plan, Novotech does not guarantee the correctness of the data provided to it, but only for the production, in accordance with the data provided by the customer. In this case, the buyer must waive the right to compensation or a lawsuit in the event of a possible violation of industrial property rights.

8.7. In the case of used machines, Novotech does not provide any guarantees or warranties, nor in the case of hidden errors.
8.8. Any warranty by Novotech for slight negligence, in particular compensation for indirect damage, lost profits and material damage, lost savings, loss of benefits, higher labor costs, production interruptions and damages as claimed by a third party in relation to the customer is excluded unless additionally defined by the Agreement.

9. Order cancellation and shipment return
9.1. Cancellation of orders must be accepted by Novotech. Novotech can consider a unilateral return of goods as cancellation of the order or leave it available for the customer. The order can be canceled no later than 2 weeks after receiving the goods. Novotech has the right to charge a contractual penalty for order cancellations. It amounts to at least 20% of the value of the goods, or a minimum of EUR 25.00.

10. Salvator clause
10.1. If a specific provision of the agreement becomes invalid in whole or in part or if the provisions subsequently lose their validity, the other provisions will remain intact.
10.2. A provision, which is wholly or partially invalid, will be replaced by a provision that, to the greatest extent possible, achieves the meaning and purpose that the contracting parties wanted to achieve, i.e. the other provisions.

11. Valid legal regulations
The order of goods and services is regulated by the Law on Obligatory Relations of the Republic of Croatia.

12. Place of fulfillment
is Zagreb and the jurisdiction of the Commercial Court in Zagreb is contracted.

Conditions relating to Novotech’s service services

1. General
The order for the provision of service services is concluded with a purchase order in accordance with the submitted offer. Conditions that deviate from, contradict or are extended in relation to these general conditions accepted by the customer, and even if Novotech has been correctly informed about them, are not an integral part of the order, unless Novotech has approved them in writing.

2. Placing an order
Novotech’s offers are not binding and must be additionally confirmed by the customer’s purchase order.
Due to events that could arise after receiving the order and adversely affect the customer’s creditworthiness and thereby represent newly created circumstances, Novotech had the right to demand payment in advance or cancel the order in case of non-payment or other reasons.

3. Serviceman
The choice of repairer is decided by Novotech. If the service technician needs additional help or other aids for certain works, the client is obliged to provide additional labor and the specified resources free of charge. After the work has been completed and at the end of each week during the work, the service technician is obliged to submit proof of the completed work to the client or his authorized representative. The customer or his authorized representative confirms with his signature the number of working hours, which thus becomes the binding basis for calculation. If, for any reason, the signature is not part of the document, the complaint will be recognized if it is confirmed by the customer immediately (within three working days at the latest) after the service technician leaves.

4. Waiting period and journey
The waiting period and travel, which occur or prove necessary due to the premature recall of the service technician or due to interruption of work or travel, for which Novotech is not responsible, are calculated as normal working hours or travel. If the selected repairer is not able to perform the planned work, because he needs special tools and replacement parts for such work, and the supplier was not informed about this by the customer, unsatisfactory work as a result of an unsuccessful trip, is calculated as normal work of Novotech. The same applies in case of other reasons for the impossibility of completing the work (for which Novotech is not responsible).

5. Calculation of repairer’s work
The following are calculated:
– Working hours for preparation, works, maintenance and travel, transportation and overnight costs, turnarounds, allowances for working on Saturdays and Sundays.
– As a rule, travel expenses are calculated from the headquarters of the company, or as agreed, from the location in Zagreb. for the impossibility of completing tasks (for which Novotech is not responsible).

6. Replacement parts
Parts for replacement are calculated according to valid price lists. Packaging is calculated as an own expense and is non-refundable. Unless the quantity of parts to be replaced has been specifically determined by the customer, Novotech or its repairer decides independently on the replacement of parts. Novotech is not responsible for removed parts, in particular it is not responsible for the disposal of such parts. Circumstances that make it impossible to deliver parts for replacement and force majeure, official measures, disruptions in work, delays in transport and the like, also related to contractual parties of Novotech, during the duration of disruptions or consequences, release it from responsibility regarding delivery deadlines. Due to such events, Novotech has the right, without any liability for damages, to terminate the contract.

7. Dispatch and transfer of risk
The ordering party is responsible for the costs and risk transfer of the shipping of all products. The risk of accidental destruction is transferred to the forwarder, loading manager or other person in charge of the shipment. The choice of shipping method is decided by Novotech. The customer agrees with the choice.

8. Payment
Installation and repair invoices (net price and VAT) must be settled in full and in the currency specified on the invoice. The payment day is the day the remittance is due to Novotech. In addition to direct remittance to Novotech’s business account, payment is also considered to be other possible forms of settlement of obligations (eg: compensation, assignment, cession, etc.), with prior confirmation by Novotech. In case of delay in payment, statutory default interest may be charged, further compensation is not excluded.
With the client’s payments – regardless of the purpose of the payment – the calculated additional costs will be settled and booked first, followed by the client’s oldest obligations.
If the client is in arrears with payment and has not enabled collection of the promissory note/promissory note until it is due, or if he has suspended payments or there are facts that require suspension of payment, all open items are immediately due for collection. Novotech has the right, at its discretion, to require advance payment or the payment of a bond. The client has the right to withhold payment or calculate counterclaims due to claims submitted on the basis of a guarantee or other claims of any kind.

9. Retention of ownership rights
Novotech retains title to each delivered replacement part until all claims, including interest and other costs, are settled.

10. Warranty based on repairs
Novotech guarantees, to the exclusion of all other claims, only for correct assembly or repair within the scope of a specific order. Novotech has an express obligation, by excluding all claims based on warranty, compensation and other warranty rights, to resolve the customer’s warranty claim by repair or replacement at its own discretion. Novotech guarantees damages and losses to objects that are given for repair if they were caused by negligence or intentional breach of obligations by Novotech. All guarantees of Novotech due to slight negligence, primarily compensation for indirect damage, unrealized savings, loss of interest, higher own costs, production failures and damage due to claims of third parties in relation to the customer, are excluded. For newly installed parts, which the supplier acquired from a sub-supplier, Novotech guarantees limited and exclusively for those claims based on the warranty, for which Novotech is responsible in relation to the sub-supplier.
Repair of errors must be reported immediately, and no later than eight days after discovery (subjective deadline) and no later than 6 months after sale (objective deadline) or takeover with a written description that must be confirmed by Novotech; otherwise, the exercise of rights based on the request for a guarantee, compensation for damages related to the same is excluded. Complaints due to the error and quality of the shipment or the lack of content in the packaging are recognized if they are submitted immediately after taking over the item, otherwise the customer loses all his rights in relation to the request.
Unless otherwise agreed, the right under the warranty is extinguished, if the item for repair is not delivered to Novotech within one week of the discovery of the defect.
The obligation based on the guarantee is also extinguished in the event that the fault or the relevant part is changed or repaired by the customer or a third party during that period. The warranty and limitation period for all claims and repairs is 6 months, except for electric motors, converters and screw elements, for which it is 12 months only if purchased from Novotech and installed by a Novotech repairer.
The warranty is only valid if, during the warranty period, the equipment in question is maintained according to the manufacturer’s specifications by an authorized Novotech repairer. The client’s obligation is to submit evidence regarding each assumption from the request, especially related to the error, the time of establishing or discovering the error, and the timely complaint.
Compensation claims related to consultations and negotiations are excluded.

11. Jurisdiction, relevant legislation
The Commercial Court in Zagreb is competent for all possible disputes arising from the contractual relationship.
The order of services and the entire legal work is governed by the Law on Obligatory Relations of the Republic of Croatia.

01.01.2018.