OFFER

2.1. All offers that the Supplier draws up and submits or conveys to GAVRILOVIĆ through the e-procurement application for the purpose of the purchase of goods or services are considered free of charge. In addition, the Supplier expressly accepts that neither their participation nor any of their costs related to their submission of bids or response to the request for quotation by GAVRILOVIĆ will be reimbursed in any way.
 
2.2. GAVRILOVIĆ is not obliged to issue an order just because they have received an offer from the Supplier or because they have invited the Supplier to submit their offer or to respond to the request for offer.

TRANSPORT, DELIVERY, TRANSFER OF RISK

6.1. The costs of delivery and packaging, as well as the costs of transport insurance, shall be borne by the Supplier, unless otherwise defined in the Contract.

6.2. The Supplier will deliver the goods on Euro pallets or crates adapted for forklift handling, if applicable.

6.3. The goods will be packaged and labelled in accordance with the instructions of GAVRILOVIĆ. In all circumstances, packaging must ensure that the goods are protected from damage or deterioration in quality under normal transport and storage conditions.

6.4. The supplier undertakes to treat wooden packaging and/or pallets used during the delivery of goods to GAVRILOVIĆ in accordance with the applicable regulation on phytosanitary requirements that must be met by wooden packaging material in international traffic.

6.5. Direct deliveries to GAVRILOVIĆ customers must preferably be made with neutral packaging and neutral shipping documents on behalf of GAVRILOVIĆ.  A copy of the delivery documents must be provided to GAVRILOVIĆ.

6.6. The supplier is not entitled to reserve the right of ownership of the delivered goods, regardless of the type. The reservation of title by the Supplier is ineffective.

6.7. For deliveries from Croatia, the FCO GAVRILOVIĆ conditions apply, whereas for deliveries from abroad, the parity of DPU, CIP, CPT or DDP Zagreb, according to Incoterms 2020, applies. With all the above parities, the delivery of goods must be insured along the entire route to the place and moment of risk transfer from the Supplier to GAVRILOVIĆ.

6.8. When deliveries include installation or assembly and services, the risk is transferred to GAVRILOVIĆ at the hand-over, and in the case of deliveries without installation or assembly, the risk is transferred at the time of receiving at the place of delivery.

6.9. Partial, oversized or undersized deliveries are allowed only with the express written consent of GAVRILOVIĆ.  Delivery of the goods to the agreed delivery address must be made at the time planned for the collection of the goods.

6.10. All the set conditions of GAVRILOVIĆ in terms of the mode of transport, freight forwarder and delivery conditions must be respected unconditionally. Unless GAVRILOVIĆ has required a specific mode of transport, the goods have to be delivered in a safe manner at the most favourable cost. Any increased costs resulting from non-compliance with GAVRILOVIĆ’s instructions on the mode of transport will be borne by the Supplier.  Any increased costs necessary for possibly required speeding-up of transport in order to meet the delivery deadline will also be borne by the Supplier. In the event of insufficient or incomplete contractual documents relating to payment instruments (e.g.  letters of credit), insufficient shipping documents, and especially in the event that the order data is missing that must be reported back, GAVRILOVIĆ reserves the right to refuse to accept the goods at the expense and risk of the Supplier.

6.11  All deliveries of the Supplier must be accompanied by a delivery note with the exact content information and order number. All information relating to export control and customs regulations must be listed on the order confirmation, shipping note and original invoice by positions.

DELIVERY, ACCEPTANCE, COMPLAINT, WARRANTY FOR DEFECTS, PRODUCT WARRANTY, INTELLECTUAL PROPERTY RIGHTS, QUALITY ASSURANCE

0.1. The goods will be delivered in line with the date specified on the order or order confirmation. Goods must be delivered to GAVRILOVIĆ on working days within the established working hours.

10.2. Unless otherwise specified in the order, the delivery of the Goods is considered to have been completed when the authorized employees of GAVRILOVIĆ confirm the receipt of the goods by signing the delivery documents.

10.3. The mere receipt of the delivered goods or services, their temporary use or payments made do not imply acceptance or waiver of the rights GAVRILOVIĆ is entitled to. When GAVRILOVIĆ confirms the receipt of the goods, this does not represent their statement on the final acceptance of the delivered goods.

10.4. The acceptance of the goods (technical inspection) as well as the examination of integrity and possibly visible defects will take place within a reasonable period of time after the receipt of the goods. If parts of the delivery do not comply with the regulations of GAVRILOVIĆ during random testing or if they do not have the properties that are common in the trade in goods, the entire delivery can be returned. GAVRILOVIĆ will report the detected deficiencies to the Supplier as soon as possible.

10.5. The supplier guarantees the use of the best quality, best suitable and original materials and professional performance in compliance with the designs, appropriate construction and flawless installation. The warranty period for the delivery of goods and services is two years.  For deliveries and services that are firmly linked to buildings and/or land, the warranty period is three years. For hidden defects, the provisions on deadlines from the Civil Obligations Act apply.

10.6. After the removal of the defects complained upon, the warranty period for the replaced item of delivery, i.e. service, begins to run anew. The warranty obligation begins for deliveries with installation or assembly upon completion of such installation or assembly; for services, it begins upon acceptance; for deliveries without installation or assembly, it begins upon receipt at the ‘place of delivery’; and for latent or hidden defects, it begins upon their discovery. For deliveries to locations where GAVRILOVIĆ executes orders using the delivered goods outside of its own premises, the warranty period shall commence upon the Customer’s acceptance of the services performed by GAVRILOVIĆ. To meet the deadline, a written acceptance by GAVRILOVIĆ is sufficient.

10.7. In the case of engineering, consulting, software or documentation services, as well as in the case of sending professional staff to work abroad, the Supplier assumes responsibility for the correctness and completeness of its written and oral tasks and instructions for a period of two years from the performance of the service.

10.8. If defects are identified within the above-mentioned warranty periods, the Supplier must remove them immediately from the designated place of delivery, at its own expense at the choice of GAVRILOVIĆ, or perform a new delivery or service that does not contain defects within the specified period. In any case, GAVRILOVIĆ has the right to demand from the Supplier the reimbursement of all costs related to the elimination of this defect, such as e.g. dismantling and assembly costs. In any case, the Supplier must reimburse GAVRILOVIĆ for the costs of testing, if deficiencies have been found during the test. If there is a risk of delay, e.g. to avoid its own delay, or if the Supplier had a delay in removing defects, GAVRILOVIĆ reserves the right to otherwise settle its expenses at the Supplier’s expense without prior notice and regardless of its rights to compensation from the Supplier. They may also repair the defective goods or have them repaired, at the Supplier’s expense. The costs of such repair must be reimbursed to GAVRILOVIĆ in full, even if these costs are higher than they would have been if the Supplier had carried out the repair.

10.9. The Supplier must protect GAVRILOVIĆ from any claims for damages or claims in all disputes arising from patents, copyrights, trademark rights and rights of protection of industrial design based on supplies and services, and guarantee the unrestricted use of the delivered goods.  Regardless of other obligations, the Supplier must protect GAVRILOVIĆ from any damages and claims related to the products they have delivered, given the claims of third parties for the realization of the product warranty. In any case, the Supplier undertakes to reimburse GAVRILOVIĆ for all costs incurred by GAVRILOVIĆ due to the inability to use or due to the replacement service. The supplier undertakes to keep this risk sufficiently insured and to provide appropriate evidence thereof at the request of GAVRILOVIĆ.

10.10 The Supplier undertakes to appoint the respective manufacturer, importer, sub-supplier  without delay, but no later than within one week upon the request of GAVRILOVIĆ, and to protect GAVRILOVIĆ from the claims of third parties for compensation for damage caused by the defective product. The Supplier also needs to provide them with appropriate means of evidence, such as, in particular, the production documentation and the documentation showing the batches and lots of the product and the delivery and/or the time of production and delivery, and to compensate him for the damage that would result therefrom.

10.11. Systems or supplied products installed by the Supplier must contain the prescribed safety devices and comply with the applicable safety regulations (in the case of systems or parts of the system, especially those regulations that apply at a specific place of delivery). In any case, the performance have to be carried out in accordance with the latest state and rules of technology. In particular, it is necessary to comply with the relevant EU guidelines, the legislation of the Republic of Croatia and all regulations based on it (always in their currently valid edition), as well as the currently valid or applicable technical standards of the Republic of Croatia, European standards (EN) and similar provisions on conformity, etc. Installations, systems and products must contain CE marks in accordance with the laws of the Republic of Croatia and EU guidelines.  The supplier must inform GAVRILOVIĆ in a timely manner about changes in materials, production processes and subcontractors’ parts, as well as about the declarations of conformity. In addition, when delivering systems and devices, which must be installed by a third party or GAVRILOVIĆ, the Supplier must also submit all other documentation that is normally required and necessary for GAVRILOVIĆ, such as assembly drawings, safety data sheets, installation instructions, processing instructions, storage, operation and maintenance regulations, lists of spare and wear parts, etc. Inscriptions should be placed in Croatian, and if necessary in other languages as well. Regulations and operating instructions must always be submitted in duplicate in the Croatian language, and at the request of GAVRILOVIĆ in other languages as well.

10.12. GAVRILOVIĆ may, based on an appropriate notification to the Supplier, undertake the inspection of the goods and their production, including the quality assurance system, as well as the conditions and manner of performance of the service in the production facilities of the Supplier as well as its subcontractors. In the event that such verification does not meet the requirements of GAVRILOVIĆ, the Supplier shall, without delay or any cost to GAVRILOVIĆ, take corrective actions to achieve the required quality. The Supplier will reimburse GAVRILOVIĆ for the costs of the inspection if the inspection proves a deficient quality assurance system or insufficient documentation of quality tests. The Supplier is obliged to have qualified experts and equip them with all the necessary tools and information necessary for good and flawless execution of the service. The Supplier is obliged to remove all deficiencies caused by their mistake free of charge and reimburse any costs incurred by GAVRILOVIĆ due to these circumstances.

10.13. The Supplier is obliged to organize the work in such a way that their employees, suppliers and other external subcontractors comply with the applicable legal provisions and regulations relating to occupational safety measures, environmental protection, fire protection and other laws and regulations relating to the goods or services they provide.  GAVRILOVIĆ requires that suppliers have an environmental management system in place, in accordance with the ISO 14001 standard, or its equivalent. Environmental certification is not required, but GAVRILOVIĆ looks at it with approval.

10.14. Non-certified suppliers must comply with at least the following requirements of the Environmental Management System:

• The supplier must have an environmental policy in place. It must be based on an analysis of the supplier’s actual environmental impact and serve as a basis for improvement.
• The Supplier must take into account environmental legislation and act in accordance with the legal requirements and common good practice.
• The Supplier must take into account environmental aspects in their system of operations.
• The Supplier must document important aspects of the environment.
• The Supplier must have an environmental impact improvement program.
• The Supplier must ensure that employees receive adequate and documented environmental training.

PLACE OF PERFORMANCE, LAW, JURISDICTION

14.1. The place of fulfilment for deliveries or services is the “shipping address” specified in the order, and for payments, the place of fulfilment is the Client’s registered office.

14.2. Disputes or differences of opinion will be resolved primarily in an amicable manner. An attempt to reach an agreement is considered to have failed when one of the parties communicates this to the other party in writing.

14.3. The law of the Republic of Croatia shall apply exclusively.

14.5. The court with substantive and territorial jurisdiction shall have exclusive jurisdiction to decide on disputes, in particular on the conclusion of a contract or on claims arising from a contract.

14.6. In any event, GAVRILOVIĆ will seek reimbursement of the costs of legal proceedings, in particular the costs of legal representation and pre-litigation costs.

14.7. The fulfilment of the contract by GAVRILOVIĆ is subject to restrictions arising from the requirements of foreign trade and customs regulations, Croatian and international law or any embargo (and/or other sanctions).

CODE OF CONDUCT FOR GAVRILOVIĆ SUPPLIERS

18.1. The Supplier is obliged to comply with the laws of the legal order(s) applicable to it. In particular, they undertakes not to actively or passively, directly or indirectly, participate in any form of bribery/corruption, in any violation of the fundamental rights of their employees or in the abuse of child labour.  In addition, the Supplier shall assume responsibility for the health and safety of their employees at the workplace, comply with environmental regulations and support and require compliance with these rules of conduct for GAVRILOVIĆ suppliers and their suppliers in the best possible way.

18.2. If the Supplier culpably breaches these obligations, GAVRILOVIĆ, in addition to using all other legal remedies at its disposal, has the right to terminate the contract or cancel the order. If the breach of the said obligation can be removed, the right to termination/cancellation may be exercised by GAVRILOVIĆ only if the Supplier has not eliminated the breach of obligation within a reasonable period of time granted by GAVRILOVIĆ.