1.
Scope of application
All products and services related to them are provided exclusively on the basis of these General Terms and Conditions of Sale. With this
the Customer’s references to its general conditions are not valid. These General Terms and Conditions of Sale also apply to
future business between the contracting parties. In order to deviate from these General Terms and Conditions of Sale, it is necessary
express written approval of Cos Chem d.o.o. (hereinafter: “COS CHEM”).
2.
Offer and acceptance
The contract is concluded with an order by the Customer and with the consent of COS CHEM. If the consent
differs from the offer, such consent constitutes a new non-binding offer from COS CHEM.
3.
Product quality, specimens and samples; guarantees
3.1.
The quality of the goods is determined exclusively by the specifications of the manufacturer of individual products, unless it is
otherwise agreed between the contracting parties. Indicated use according to the EU regulation for chemicals o
registration, evaluation, approval and restriction of chemicals (REACH), which is related to goods,
does not represent an agreement on the corresponding contractual quality of the goods, nor the intended use according to this
contract.
3.2.
Data on quality and shelf life, as well as other data, constitute a guarantee only if so in between
agreed by the contracting parties or are marked as such.
4.
Tips
Any advice from COS CHEM is given to the best of their knowledge. All tips and information
related to the suitability and application of the goods do not release the Buyer from the duty to carry out his own
research and testing.
5.
Prices
If COS CHEM’s prices or payment terms change from the date of conclusion of the contract to shipment,
COS CHEM may apply the price or payment terms in effect on the date of shipment. In case of increase
price, the Customer has the right to cancel the contract by notifying COS CHEM within 14 days from
price increase notifications.
6.
Delivery
Delivery is made in accordance with the contract. General business conditions are interpreted in accordance with international ones
commercial terms INCOTERMS valid on the day of conclusion of the contract.
7.
Compliance with Legal Requirements
The customer is responsible for compliance with all laws and regulations related to import, transportation,
storage and use of goods, unless otherwise agreed between the contracting parties.
8.
Late payment
8.1.
Failure to pay the purchase price by the due date is considered a fundamental breach of contractual obligations.
8.2.
In the event of non-payment by the Customer, COS CHEM has the right to charge a statutory penalty
interest on the unpaid amount.
9.
Buyer’s rights related to defective goods
9.1.
The customer is obliged to inform COS CHEM about all malfunctions that are discovered during the routine
inspections within four weeks of receiving the goods; other malfunctions must be reported within four
weeks from the day they were discovered. Notification of malfunction or malfunctions must be in writing
form and the Buyer must accurately describe the type and extent of damage.
9.2.
If the goods are damaged and the Buyer has informed COS CHEM about this in accordance with point 10.1., the Buyer has
their legal rights, provided:
a) That COS CHEM has the right to choose whether to deliver replacement goods to the Customer without damage
b) That COS CHEM has two attempts in accordance with a). If they are caused unjustified
inconvenience to the Buyer, the Buyer may cancel the contract or demand a reduction in the purchase price.
c) That point 11 applies in relation to compensatory claims and reimbursement of costs due to
damage.
9.3.
Claims due to damaged goods by the Buyer are subject to a one-year statute of limitations from
receipt of goods.
Statutory limitation periods are applied instead of a period of one year in the following cases:
a) responsibility for intent,
b) false concealment of damage,
c) claims due to danger to life, body or health caused by COS CHEM’s negligence
breach of duty.
d) claims for other damage caused by COS CHEM’s grossly negligent breach of duty.
e) in the case of a recourse claim by the Buyer based on consumer regulations on the purchase of goods.
9.4. Traffic damage
Notifications about claims due to damage during traffic must be submitted directly to the carrier by the customer, with
appropriate documentation in written form proving the resulting damage, within the period
specified in the transport contract, and submit a copy of that document to COS CHEM, in the event that COS
CHEM organizes the transport of goods to the Customer.
10.1.
Responsibility
10.1.
COS CHEM is generally liable for damages in accordance with the law. However, in the case of simple
negligent breach of basic contractual obligations, COS CHEM’s liability is limited to
compensation for typical, foreseeable losses. In case of simple negligent breach of contract
obligations that are not basic COS CHEM is not responsible. The above limitations of liability do not
they apply to injuries related to life, body or health.
10.2.
COS CHEM is not responsible for the Customer in case of impossibility or delay in fulfilling its obligations
obligation to deliver if the impossibility or delay was caused by proper compliance with regulatory and legal requirements
obligations related to the European regulation for chemicals on registration, assessment, approval and
restriction of chemicals (REACH), which was initiated by the Customer.
10.3.
COS CHEM is liable to the Buyer for damages up to the value of the delivered goods, according to the invoice
issued for that delivery, which caused that damage.
11.
Compensation
The customer is only entitled to set off claims from COS CHEM with counterclaims that are not
disputed or for which a final judgment has been pronounced.
12.
Security
If there are justified doubts related to the Customer’s inability to pay, especially if the Customer is not
made previous payments, COS CHEM may, subject to further claims, revoke
agreed payment terms and suspend further deliveries of goods.
13.
Retention of ownership rights
13.1. Simple retention of ownership rights
The right of ownership for the delivered goods does not pass to the Buyer before payment of the purchase price in full.
13.2. Extended retention of title
In the event that the Buyer pays the purchase price for the delivered goods, but has not fully settled the rest
debts arising from the business relationship with COS CHEM, COS CHEM reserves, among other things, the right
title to the delivered goods until the outstanding debts are paid in full.
13.3. Retain ownership rights with processing clause
In the event that the Customer processes the goods delivered by COS CHEM, COS CHEM is considered the manufacturer and
directly acquires the exclusive right of ownership to the newly produced goods. If the processing involves others
materials, COS CHEM directly acquires joint ownership of the newly produced goods in
the invoice value for the goods delivered by COS CHEM to the proportional invoice value for the others
materials.
13.4. Retain ownership rights with a merger and acquisition clause
If goods delivered by COS CHEM are combined or mixed with material owned by the Customer, what
considered the main material, it is considered agreed that the Buyer transfers to COS CHEM jointly
title to that material, to the value of the invoice for the goods supplied by COS CHEM
to the proportional value of the invoice (or if the value of the invoice cannot be estimated based on market value
values) of the main material. The customer takes care of COS CHEM’s sole or joint property
which results from this and without cost according to COS CHEM.
13.5. Extended retention of title with global assignment of future client claims
During the regular course of business, the Customer freely disposes of the goods owned by COS CHEM, provided that the Customer fulfills the obligations arising from the business relationship with COS CHEM on time.
The customer has already assigned to COS CHEM all claims related to the sale of goods for which COS CHEM
retains the right of ownership when concluding a sales contract with COS CHEM; if COS CHEM
acquired common right in case of processing, merging or mixing, such assignment to COS CHEM takes place
in proportion to the value of the goods supplied by COS CHEM with reservation of title s
by the value of the goods of third parties with reservation of ownership rights. The customer has already assigned to COS CHEM all
future confirmed receivables on the balance sheet according to contracts on current accounts in the amount
of COS CHEM’s unpaid claims, and that is when concluding the sales contract with COS CHEM.
13.6. Right of access/disclosure of information
At the request of COS CHEM, the Customer must provide all necessary information about the stock of goods that are in
owned by COS CHEM and on the assignment of claims against COS CHEM. Furthermore, at COS CHEM’s request, the Customer states on the packaging COS CHEM’s right of ownership of the goods and informs its customers of
cession according to COS CHEM.
13.7. Late payment
In case of late payment by the Buyer, COS CHEM has the right to terminate the sales contract without termination
and without giving a grace period to demand temporary delivery of goods owned by COS
CHEM at the Customer’s expense.
14.
Force majeure
All incidents or circumstances beyond COS CHEM’s control (including natural phenomena, war, strikes,
preventing work, lack of raw materials and energy, traffic disruptions, breakdown of production equipment,
fire, explosion, government regulations) that reduce the availability of goods from the plant from which COS CHEM
receives the goods, so that COS CHEM cannot fulfill its contractual obligation (taking proportionally in
consideration of other delivery obligations) COS CHEM is (i) released from its obligations under this contract to the extent
in which he is prevented from performing those obligations and (ii) has no obligation to procure goods from other sources. The first one
the sentence also applies to the extent that the incident or circumstance makes the performance of the contract commercial
useless to COS CHEM for a long period or if it happens to COS CHEM’s suppliers.
If the above cases last longer than 3 months, COS CHEM has the right to cancel the contract
The customer has no right to compensation.
15.
Communication
All notices or other forms of communication to be received by the contracting parties shall become effective
when they reach the other contracting party. If there is a time limit to be met, notice or other
forms of communication must reach the contracting party who is the recipient within that time limit.
16.
Jurisdiction
For all disputes arising out of or related to this contract, the contracting parties undertake to try it
resolve by agreement. If they fail to do so, the contracting parties agree on the jurisdiction of the court in Zagreb.
17.
Governing Law
The contractual relationship is based on the applicable law in the place of COS CHEM’s headquarters, including
provisions of the United Nations Convention on Contracts for the International Sale of Goods dated April 11
1980 (CISG), regardless of whether the Customer’s place of business is in a country that is a party to the CISG or not.
18.
Language of the contract
If these General Terms and Conditions of Sale are published to the Buyer in a language other than the language in which it was concluded
Contract of sale (Language of the contract), it is only for the convenience of the Buyer. In case of different interpretations, the version in the Contract language is binding.