In Mursko Središće, 11.12.2020.

GENERAL TERMS AND CONDITIONS

GENERAL TERMS
Article 1
1.1. These General Terms and Conditions (hereinafter: General Terms) contain the provisions regulating the mutual rights and obligations of SOBOČAN LLC, a trading company for the production of equipment, Mursko Središće, Personal Identification Number: 00904641575 (hereinafter: The Vendor) and legal entities and individuals (hereinafter: The Client) related to the purchase of products and services of the Vendor. The application of the Client's General Terms and Conditions is excluded.
1.2. By accepting the Vendor's offer, the Client confirms that he/she is familiar with the contents of the General Terms and agrees to their application. These General Terms become an integral part of the contract between the Vendor and the Client (hereinafter: The Contract, the Purchase Contract). If the accepted written offer or individual Contract entered into with the Client differs from the General Terms, the provisions of the individual Contract apply.
‍
ORDERING SERVICES AND PRODUCTS
Article 2
2.1. The Client's inquiry or order must contain basic information about the Client, a description of the desired service and/or product, as well as the required quantity and an approximate or fixed delivery time.
Based on the information provided, the Vendor drafts an initial offer, which can, as necessary, and as communicated with the Client, be adapted under the Client's requirements, after which the Vendor issues a final offer indicating all the main components of the Contract, such as quantity, price, payment terms, delivery dates (and installation, if it is a subject of the offer) and indicating the validity period of the offer.
The validity period of the Vendor's offer may only be extended in writing or electronically.
2.2. For spoken orders, the Client will be sent an email to confirm the order, which the Client must confirm. All rights and obligations related to the relationship between the Vendor and the Client start at the moment of receiving the final offer sent by the Vendor in written communication (e-mail, fax, in person) or by the Client's implicit or tacit consent (including, but not limited to, paying the initial fee specified in the order), and it is considered that, at this moment, the contract between the Client and the Vendor is concluded (hereinafter: the Contract) in respect of the ordered goods and/or services (hereinafter: Subject of the Contract).
2.3. The Client is obliged to provide the Vendor with the exact dimensions of the space for which the furniture and equipment are designed and/or manufactured. If necessary, and if agreed upon, the Client is obliged to provide the Vendor with access to the space to be furnished, for the purpose of taking the exact measurements of the space. The cost of the measuring service is the Client's responsibility unless agreed otherwise in writing. The Vendor is only responsible for the measurement if they have personally performed it and did so in a prepared space where subsequent work, which would affect the size of the space, has not been performed.
2.4. If the Client cancels the order after confirming the Vendor's final offer, this shall be considered as termination of the Contract, and the provisions of Article 8.2 of these General Terms shall apply. The Client does not have the right to cancel the order after the Vendor has informed them that the Subject of the Contract has been manufactured and is ready for delivery.‍

PRICE
Article 3
3.1. The prices shown in the price list represent the net prices of the products and do not include any additional costs, works, or services, including, but not limited to, packaging, transportation, unloading, installation, insurance, etc.
3.2. Value-added tax is calculated in accordance with the current Value Added Tax Act of the Republic of Croatia.
3.3. The price specified in the Vendor's final offer accepted by the Client by placing the order is binding on the Vendor and the Client and cannot be changed after the offer is accepted.
3.4.  Depending on the agreement, the price, except for the goods or services that are the subject of the transaction, may include packaging, transportation, insurance, installation, and/or measuring, which must be specified in the offer/Contract and the invoice. If, after accepting the final offer, the Client makes new requirements or changes the original specification on which the final offer was based, that is, if circumstances change without the Vendor's influence, the Vendor will create a new offer or modify the existing offer.
3.5. The Client's payment terms and dynamics are determined separately for each contracted business.
3.6. Failure to comply with the agreed payment dynamics by the Client entitles the Vendor to terminate the Purchase Contract and act in accordance with Article 8.1. of these General Terms.
3.7. The Vendor retains full property rights over the delivered goods until these goods have been paid for in full. Despite the observance of property rights, the risk of accidental collapse or damage to the goods is borne by the Client from the moment the goods were transferred to them. Any possible expenses related to the observance of the Vendor's property rights (including, but not limited to, procedural compensation in legal matters against the Client or third parties, transportation costs, etc.), shall be borne by the Client. In case of non-payment of the purchase price, the Vendor has the right to choose between the following:
- demand repayment of debt with legal interest, or
- subsequently, at any time, demand that the Client return the goods that are the property of the Vendor.
By receiving the goods that are the property of the Vendor, the Client is not exempt from liability for damages and expenses to the Vendor in accordance with these General Terms. The Client is obligated to keep the Vendor's assets safe from any destruction, deterioration in value, or loss, by observing good business practices. If any third party attempts to establish or exercise any of its rights to the Vendor's property, the Client is obliged to do everything to prevent this and notify the Vendor without delay.

DELIVERY
Article 4
4.1 Unless expressly agreed otherwise, the delivery period for goods or services begins on the first business day following the acceptance of the final offer. For the purposes of these General Terms, the days from Monday to Friday are considered business days. The Client is obliged to receive partial deliveries unless agreed otherwise.
4.2. Unless explicitly agreed otherwise, the liability of the Vendor and the Client associated with the delivery of goods is determined separately for each concluded transaction based on the ICC Incoterms 2020 agreed parity.
4.3.  The Client is obliged to provide an authorised person who, immediately after unloading the goods, will verify the documentation for the transport and collection of the goods, all in accordance with the Council Implementing Regulation (EU) 2018/1912, 4 December 2018, according to which the acquirer of the goods (Client) is required to submit to the Vendor a written statement (or another proof of dispatch or transport from Section 3 of the Regulation) from the acquirer, stating that the goods have been dispatched or transported by the acquirer, or by a third party on behalf of the acquirer.
4.4. The Vendor is obligated to meet the agreed delivery deadlines in the spirit of positive business relations, but the agreed delivery deadlines are necessarily shifted in the event of force majeure (the list is not final): epidemic and pandemic, natural calamities and natural disasters, fire, terrorism, hacker attacks, power supply interruption, unusually long customs control periods, delays in delivery service, or other circumstances that are beyond the Vendor's control and influence.
In the above cases, the Vendor will be released from fulfilling their obligations by the time the obstacles of force majeure and other events that the Vendor cannot influence cease to exist.

INSTALLATION
Article 5
5.1. For accurate and high-quality installation of the purchased items, the space intended for the installation of the purchased items must meet the minimum conditions, which means that all construction work in the room is completed and that the space is equipped with all necessary installations, such as, including, but not limited to, electricity, lighting and water.
5.2. Installation can be concluded in such a way that it is performed by the Vendor or a third party on behalf of the Vendor, the Client with the supervision of an expert provided by the Vendor, or the Client him/herself. The Vendor is not responsible for defects in the Subject of the Contract that arose as a result of installation if the Vendor did not participate in the installation.
‍
INTELLECTUAL PROPERTY RIGHTS
Article 6
6.1. The preliminary design, the detailed design, and other copyrights and intellectual property rights related to the subject matter of the Purchase Contract are the property of the Vendor, except if defined differently by contract.‍

LIABILITY FOR DEFECTS AND THE VENDOR'S WARRANTY
Article 7
7.1. The Vendor warrants that the Subject of the Purchase Contract is free from defects in workmanship, product functionality, and material durability (including colour), and warrants that the product will remain unchanged for a minimum of 12 months from the time it is installed or placed in the facility for which it was created.
7.2.  If the transfer of the items is carried out in the presence of the Vendor, the Client shall specify any and all objections to the state of the items received in the delivery log during the reviewing of the assembled and installed Subject of the Purchase Contract. If the transfer is made without the presence of the Vendor, the Client is obliged to inform the Vendor of material defects, without delay, immediately after receiving the Subject of the Contract. If the Client did not indicate any objections and complaints in the delivery log, that is, if without any delay, immediately after receiving the Subject of the Contract, the Vendor is not informed about any objections, it is considered that the Client received the Subject of the Contract in proper condition and without any damage and that there were no objections and complaints.
7.3. If there are material defects regarding the item in question, which the Client reported to the Vendor on time and in the prescribed manner, the Vendor shall, after inspecting the item and confirming that there is a defect, remove the defect, that is, repair the product or substitute the defective product with another product without any defects, within a reasonable time.
7.4. The Vendor is not responsible for the correct functioning of the items described in Article 7.1:
- if the item is used contrary to its purpose, if it is maintained improperly, that is, contrary to the maintenance instructions that are an integral part of these General Terms, if the defect in the item arose from the intent or negligence of the Client, including accidental damage or death that occurred after the item left the Vendor's property;
- if the product was repaired by any person other than the Vendor, if additional elements were installed without the Vendor's approval, or if the product was incorrectly installed by a person other than the Vendor;
- in general, if the defect occurs due to any reason or circumstances beyond the Vendor's control and influence.

CONTRACT TERMINATION
Article 8
8.1.  The Vendor may terminate the Contract at any time by written notice to the Client, if the Client fails to pay any part of the purchase price within the agreed time frame, as well as within the subsequent corresponding period, which may not be less than eight (8) days, in which case the Vendor has the right to keep the payments received from the Client for the purposes of damages and costs compensation, in accordance with these General terms and conditions.
8.2.  If the Vendor terminates the Contract in accordance with article 8.1, that is, if the Client, without the Vendor's fault, terminates the Contract after accepting the final offer, and before the Subject of the Contract is manufactured and ready for delivery, the Vendor has the right to a pre-determined amount of compensation for damages and costs, determined as follows:
- the right to compensation for manipulative and administrative expenses in the amount of 5% of the purchase price;
- compensation for excess damage, in accordance with Article 448 of the Civil Obligations Act, in the amount of 20% of the total contractual purchase price, as these damages consist of the organisational involvement of human resources and equipment and the organisation of business processes, taken in order to fulfil the Contract regardless of whether production began;
- the cost of compensation for the purchase of raw materials in the real amount of the cost;
- the amount of compensation in the amount of 75% of the agreed price if items are manufactured following the Client's specification (custom-made), and if the Vendor has already started production;
- compensation of expenses for services rendered (including, but not limited to, measuring, designing, spatial planning) in accordance with the Vendor's price list;
- compensation for damages on behalf of the energy consumed and the use of machinery, equipment, and labour in the actual amount, but not less than 20% of the total agreed price if production has started;
- demurrage fees for each day of exceeding the delivery period due to the Client's fault in the amount of 3,00 EUR per m2  of warehouse used for storage.                                     The Vendor reserves the right to claim compensation of damages up to the full amount. If the individual case allows for this, the predetermined compensation amounts are added up.
8.3. To compensate for losses and fees described in Article 8.2 of these General Terms, the Vendor reserves the following rights, at their choice:
- The right to retain payments made by the Client and to offset their claims by way of damages from the amount paid by the Client;
- The right to claim compensation for all losses incurred to them under these General Terms and other applicable regulations;
- Compulsory collection of all damages through insurance funds received from the Client;
- Perform a sale for the purpose of settlement (Article 447 of the Civil Obligations Act).

FINAL PROVISIONS
Article 9
9.1. If any provision of these General Terms and/or Contracts is found to be invalid or subsequently becomes invalid, the other provisions of these General Terms and/or Contracts will be fully applied and enforced as valid.
9.2. The law of the Republic of Croatia applies to these General Terms and to the contractual relationships between the Vendor and the Client.
9.3. All disputes between the Vendor and the Client are subject to the territorial jurisdiction of the competent court in Varaždin.
9.4. These General Terms are effective as of 11 December 2020.
‍
In Mursko Središće, 11/12/2020.
SOBOČAN L.l.c.