General Terms and Conditions for the Procurement of Goods, Services and Work from Trilix d.o.o. (hereinafter: the Bidder)

1. Scope

(1) These General Terms and Conditions (hereinafter: the “GTC”) as well as other contractual terms and conditions stated in the offer (hereinafter: the “Offer”) of the company TRILIX d.o.o. (hereinafter: the “Bidder”) will apply exclusively to the Bid and will exclude any other conditions that the Bidder (hereinafter: the “Beneficiary”) wishes to impose, include or imply by commercial practice or customs or customary practices. .

(2) Only Bids submitted in writing by the Bidder shall be considered legally valid. This written condition is considered to be met in cases where the communication was done electronically, whether by fax or e-mail or some other means of electronic communication provided by the User to perform purchasing transactions.

(3) This GTC contains the general rules and conditions under which the Bidder procures goods, services and works based on the accepted bid of the bidder, a special contract and / or purchase order. These GTC are considered an integral part of the accepted bids of bidders, concluded contracts and / or purchase orders and apply to all issues not regulated by bids / contract / purchase order, whether it is the delivery of computer programs, goods (equipment) or services. The provisions of this GTC shall apply to this subject of the offer in an appropriate manner. In cases where there is a conflict between the provisions of the Offer, the contract / purchase order and the provisions of the GTC, the provisions of the offer / contract / purchase order shall apply.

(4) The Bidder under full material and criminal liability guarantees that it is fully authorized to deliver goods (equipment) or perform works and / or services offered to the User. In cases when the manufacturer of equipment and / or computer programs is a third party (hereinafter: the Manufacturer), the Bidder will, at the request of the User, specify the document / contract under which it is authorized to deliver the goods (equipment) or computer programs of a third party. on distribution / partnership / authorized service, etc. or a certificate from the manufacturer / authorized distributor). The Bidder guarantees that it has all the necessary rights and permits for the delivery of goods (equipment) and execution of works and / or services offered to the User, and in a manner determined by the bid itself and these Terms.

2. Conclusion of contracts and order of importance

(1) If the User notifies the Bidder in writing (including by e-mail and fax) of the acceptance of the Bid, it is considered that a contract has been concluded between the User and the Bidder consisting of the following components in order of importance as follows:

• Offer
• Specification
• OUP

(2) The Contract is concluded at the moment when the Bidder receives the notification of the User that the User accepts the Bid.

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

(1) The price stated in the Offer is the total price which includes the delivery of goods (equipment) to the destination indicated in the Offer, ie the execution of works and / or services at the location specified in the Offer. The price covers all costs of transport, insurance, packaging of goods (equipment), or execution of works and / or services at the location specified in the Offer, unless otherwise specified in the Offer or Specification.

(2) The delivery parity “DDP excluding VAT” shall be applied in accordance with Incoterms 2010 according to the place specified in the Offer, unless otherwise specified in the Offer itself.

(3) Appropriate instructions for operation, handling, use and maintenance as well as other supporting documents will be available in Croatian or English.

(4) The prices stated in the Offer may be expressed in HRK and / or in foreign currency. The bidder reserves the right to change the amount in case of exchange rate change until the day of delivery / payment.

4. Delivery or execution time

(1) The estimated time of delivery of goods (equipment), ie execution of works and / or services is determined in the Bid and as a rule deadlines are calculated according to working days, unless otherwise specified in the Bid that deadlines are calculated in calendar. A working day is considered to be every day except Saturday, Sunday and holidays determined by legal regulations in the Republic of Croatia. If the last day of the deadline calculated according to working days falls on a day which, according to the above, is not considered a working day, the deadline for execution expires on the next working day.

(2) Partial deliveries of goods (equipment), works and / or services are possible.

(3) The Bidder shall immediately notify the User in writing if circumstances occur or become probable that may lead to the missed time for the delivery of goods (equipment), or for the execution of works and / or services.

5. Reception

(1) Legal provisions shall apply to the transfer of risk and ownership, unless expressly agreed otherwise.

(2) Delivery, ie execution of the service, are considered executed if the acceptance is confirmed by the User in writing by mail, e-mail and / or acceptance of options in the applications, and for goods by signing the delivery note or receipt.

(3) The risk of loss or damage to the goods passes to the User by signing the delivery note or the receipt. The same effect has the fact of using the object of delivery or the object of service by the User.

(4) Immediately after delivery to the agreed location, the User shall inspect the subject of delivery and if he notices visible defects or damage or in case of delivery of the wrong object of delivery, the User and the Bidder shall indicate by signing the appropriate minutes.

(5) In case of any hidden defect that cannot be detected by regular inspection as determined in the previous paragraph, the User shall notify the Bidder in writing within 7 days from the discovery of hidden defects. The bidder will not be responsible for hidden defects that are discovered after 6 months from the delivery.

(6) Within a reasonable time after signing the minutes referred to in the fourth paragraph of this GTC, or after receiving the notification referred to in the fifth paragraph of this GTC, the Bidder shall eliminate all identified deficiencies.

6. Invoices, payment terms

(1) Invoices are issued upon fulfillment of the conditions specified in the Offer.

(2) The payment deadline of 30 days shall apply, counting from the issuance of the invoice, unless otherwise determined by the Offer.

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

(4) The day of execution of the payment is considered to be the day on which the required funds are recorded in the bank account of the Bidder.

(5) In the event that the maturity of the monetary obligation falls on a non-working day (non-working days are considered: Saturday, Sunday and holidays determined by legal regulations in the Republic of Croatia), the User is obliged to settle the account on the next working day.

(6) In case of late payment by the User, the Bidder has the right to charge legal default interest. Default interest is calculated on the basis of the number of days actually elapsed from the due date of payment to the date of fulfillment of the payment obligation.

7. Warranty

(1) In the case of delivery of goods (equipment) or the right to use a computer program (license), the User acquires the right to a guarantee under the conditions determined by the manufacturer or the right of use as determined by the manufacturer who owns intellectual property rights.

(2) During the warranty period, the Bidder shall not be liable for defects and failures caused by improper handling or improper installation and maintenance by the User, obvious mechanical damage and damage caused by natural disasters and force majeure.

8. The right to use a computer program

(1) If the subject of delivery is the right to use a certain computer program, the User acquires the right to use these computer programs in accordance with the conditions determined directly by the manufacturer and the User undertakes to comply with the conditions of use specified by the manufacturer.

(2) If the Offer does not state anything regarding the right to use a computer program, the non-exclusive, non-transferable and time and space limited to the territory of the Republic of Croatia or unlimited right of use shall apply, depending on the practice of the computer program manufacturer. The right of use is intended exclusively for the internal needs of the User and it is not allowed to further sell or transfer any rights of use on the computer program which is the subject of the Offer.

If the subject of delivery is the right to use a certain computer program (software license), the User acquires the rights to use these programs in accordance with the terms of use of computer programs to be specified in the Offer, which the User must accept. For the avoidance of doubt, computer programs (software licenses) provided by the Provider to the User are never sold, but licensed in accordance with the license terms of the manufacturers accompanying the software, and require the User to accept the license agreement when purchasing, downloading and / or installing software. Any reproduction or redistribution of software or goods that do not comply with the relevant license terms, the terms of use of the manufacturer and applicable law is expressly prohibited.

As part of the delivery of computer programs (computer licenses), the Provider does not provide the User with any additional assurances regarding the accuracy of the results or output values ​​of such software tools or utilities, in addition to those expressly stated in the there is no impact on the functioning of the computer program, updates and additional functionalities provided by the manufacturer through the right of use, which are defined for the user exclusively in the conditions prescribed by the manufacturer.

9. Subcontracting

(1) The bidder has the right to hire subcontractors, for the purpose of fulfilling its obligations, if the need arises.

(2) In case of non-fulfillment of contractual obligations and / or their poor fulfillment by the subcontractor, the Bidder is obliged to cancel the engagement of the subcontractor at the request of the Beneficiary.

(3) The bidder shall place orders with subcontractors in its own name and for its own account. The Bidder is responsible to the User for the quality and timely execution of the subcontractor’s services in compliance with the set quality standards, as if it were execution by the Bidder himself.

10. Confidentiality

(1) The Bidder shall treat as confidential all information on the User’s business that it learns during the business relationship, and which is not generally known. Such information will not be misused for its own purposes or those of third parties.

(2) All documents of the User that are made available to the Bidder remain the property of the User.

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

they are already or become known to the public, except by violating these GTC
or must be disclosed by law in accordance with the request of the competent authority.
(4) The Bidder has the right, in accordance with the needs and without the prior consent of the User, to make confidential information available to all its affiliates in terms of the provisions of the applicable Companies Act, provided that the Bidder is obliged to ensure that affiliates the information made available shall be handled in the manner prescribed by this GTC.

(5) The Bidder is authorized to use the fact of accepting the Bid, ie concluding the contract, as a reference for marketing needs and for the purpose of obtaining other jobs, but without violating the provisions on data confidentiality and without disclosing information about specific needs of the User.

11. Personal information

(1) All personal and traffic data that one party will make available to the other party for the purpose of fulfilling its obligations shall be considered classified information. Personal traffic data may be used for the purpose of performing a contractual relationship and may not be used for other purposes without the prior express written consent of the other party, unless otherwise prescribed by applicable regulations of the Republic of Croatia.

(2) Personal data is any information relating to an identified natural person or an identifiable natural person. An identifiable person is a person whose identity can be established directly or indirectly, in particular on the basis of an identification number or one or more characteristics specific to his or her physical, psychological, mental, economic, cultural or social identity. Traffic data is any data processed for the purpose of transmission of communication by electronic communication network or for the purpose of calculation and collection of costs.

(3) The obligation to keep personal and traffic data confidential shall remain in force permanently.

(4) If the Bidder will access and / or process personal data in connection with the Bid, it shall do the same only at the request of the User and according to the instructions of the User. The Provider guarantees the fulfillment of the conditions determined by the valid regulations on personal data protection for personal data processors, and in particular that it will provide data protection measures in accordance with applicable regulations and GTC and undertakes to keep secret any data relating to users or employees. including their personal and traffic data (hereinafter: “user / employee data”).

(5) The Bidder is authorized to process data on users / employees of the User exclusively in the manner and to the extent necessary for the realization of its obligations or rights under the Bid and may not provide this data for use or otherwise make available to unauthorized third parties. . User / Employee Data Processing includes any action or set of actions performed on this data, whether automated or not, such as data insight, collection, recording, organization, saving, adaptation or modification, withdrawal, use, detection by transmission , publishing or otherwise making them available to third parties, classifying or combining, blocking, deleting or destroying, and performing logical, mathematical and other operations with that data.

(6) In order to fulfill the obligation to protect data on users / employees of the User, the Bidder is obliged to take all necessary technical, organizational, security and personnel measures. The Provider will ensure that its employees, associates and assistants are acquainted with the provisions governing the handling of data on users / employees of the User and oblige them to keep this information confidential through employment contracts, confidentiality statements, internal regulations or other legally binding.

(7) After the termination of the contractual relationship, the Bidder is obliged to destroy (irreversibly delete) all data on users / employees of the User, regardless of the medium on which they are stored.

12. Force majeure

(1) The Contracting Parties shall not be liable for non-performance of any obligation if the non-performance is the result of an event of force majeure – an event beyond the control of the Contracting Parties and independent of their will, which directly affects the performance of obligations. it could not be foreseen, prevented, avoided, or eliminated.

(2) A force majeure event includes, but is not limited to, natural disasters, martial law, strikes, embargoes.

(3) In the event that either of the contracting parties is hindered in the fulfillment of its obligations by a force majeure event, it shall notify the other contracting party without delay, and no later than within 48 hours, indicating the cause and possible duration of the force majeure event. The same procedure will be applied to notify the termination of a force majeure event.

(4) In the event of force majeure, the affected Contracting Party shall make every effort to fulfill its obligations. In the event that force majeure prevents the performance of one part of the contractual obligations, and that part is not critical to the realization of the contractual relationship as a whole, the affected party will continue to perform its obligations in the part not affected by force majeure.

(5) If force majeure events occur, the agreed deadlines shall be adjusted by mutual agreement, but in case of force majeure events lasting longer than 30 days, the contracting parties reserve the right to terminate the contractual relationship with immediate effect, after notifying in writing the other party to it.

13. Termination of the contractual relationship, compensation for damages

1) Each party has the right to terminate the contractual relationship with a written notice with immediate effect if the other party continues to breach, ie fails to fulfill its obligations and / or does not eliminate the consequences of the violation within 30 days of receiving written notice of the violation. Notice of breach, as well as the decision to terminate the contractual relationship must be delivered to the other party in writing, to the address of the registered office, by registered mail with return receipt. In addition, the notice will be delivered to the e-mail address used for communication between the two parties. Deadlines are calculated from the submission of the notification, ie the decision to the post office, provided that it is submitted in writing as a registered item with a return receipt.

(2) If non-fulfillment or improper fulfillment of obligations of one party would cause damage to the other party, the party who suffered damage shall be entitled to compensation for ordinary damage. Liability for indirect and consequential damages, lost profits, non-property damage, interrupted business, loss of information and data and the like is excluded.

(3) The parties are always liable for damage caused by intent or gross negligence.

(4) In case of termination of the contract / purchase order by the User for which the termination of the contract the Bidder is not responsible, the Bidder will be authorized to collect and invoice the User for all properly delivered goods (equipment) or performed works and / or services until termination.

(5) In case of unilateral termination of the contract / purchase order concluded upon acceptance of the Bidder’s Bid by the User, the Bidder shall be authorized to charge for all duly executed executive services / works until the termination of the contract enters into force.

14. Transfer (assignment of a claim) and transfer of a contract / purchase order

1) The user has no right to transfer his rights and obligations arising from the contractual relationship individually or in full to any other person.

15. Offset

(1) Offsetting is possible only on the basis of a prior written agreement of the contracting parties.

16. Anti-corruption regulations

(1) The Beneficiary guarantees and confirms to the Bidder that it will comply with all applicable laws, policies and procedures relating to transactions from their contractual relationship,
including, without limitation, all anti-corruption legal provisions as well as internal regulations of the Bidder with which the Bidder informs the User or what are the internal regulations the Bidder is available on the official website of the Bidder www.Trilix.hr, and in particular:

1. that it will not directly or indirectly give / offer money or other benefits:

• • government officials and servants (including all persons performing executive, legal, judicial or administrative duties, whether elected or appointed, as well as all public organizations or persons holding official office for or on behalf of government bodies, public enterprises or companies owned States),
  • employees and managers of the User or any other person, legal or natural, working for or on behalf of the User,
  • political parties or party officials and candidates for political office and position,

2. to any other person if he knows that all or part of such money or valuables will be offered, given or promised to any of the above persons or organizations, if such giving is contrary to the     regulations or rules of the recipient and / or the purpose of giving is to influence decision-making and realization undue advantages in business;

• • that he has not paid on behalf of the Bidder, nor will he pay any political contributions to third parties;
  • that, to the best of the Beneficiary’s knowledge, none of the Beneficiary’s representatives or employees or members of their immediate family have a significant (5% or more) ownership share or other right or interest in the Bidder’s profits, and that none of the Bidder’s representatives or employees, including members their immediate families, no reward or commission will be paid in connection with the contract concluded with the Bidder;
  • that, at the request of the Bidder, it will obtain from its suppliers, consultants, subcontractors, agents or agents a statement containing substantially similar or appropriate provisions such as those in this Article;
  • to enable, within 15 days from the announcement of the Bidder, an audit of operations related to the business relationship based on the contract with the Bidder, which audit aims to verify compliance with the provisions of this Article;
  • that the User, its owners, managers or executors of activities related to the contract concluded with the Bidder have not been officially accused, accused or convicted, nor have they pleaded guilty to criminal offenses related to corruption and economic crime;
  • that any suspicion of violating the provisions of this article will be reported without delay to the Bidder to the e-mail address info@trilix.eu

(2) In case of violation of the provisions of this Article, the Bidder may terminate any contract concluded with the User with immediate effect, and the User shall be obliged to compensate the Bidder for the damage caused by such violation.

17. Final provisions

(1) If any provision of the GTC becomes illegal, invalid or unenforceable in any respect in accordance with applicable law, this shall in no way affect the legality, validity or enforceability of the other provisions of the GTC.

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

(3) The rights and obligations of the contracting parties not regulated by this GTC shall be subject to the legal regulations of the Republic of Croatia while excluding the application of trade customs, the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws regulations.

18. Acceptance of GTC

(1) By accepting the Bidder’s Offer in accordance with the terms of these GTC, the User automatically accepts these GTC and is aware of their content, and that the terms of the GTC are clear and understandable and that he fully accepts them.

(2) The bidder is authorized to amend and / or amend these GTC at any time. In the event of a change in the GTC, the User will be notified via the Bidder’s official website or in another appropriate manner.

(3) The Beneficiary may not disagree with the amendment of those provisions of the GTC that do not change the legal nature of its contractual relationship with the Bidder or do not jeopardize the equality of contracting parties and the equivalence of contracted actions under the contract / order.

(4) Within 5 (five) days from the date of delivery of the amendment to the new GTC, the User may contact the Bidder stating the reasons for non-compliance with the amended provisions of the GTC. In this case, the User and the Bidder will enter into negotiations on defining acceptable terms of further contractual cooperation, where each party reserves the right to unilaterally terminate the contract / purchase order, if a mutually acceptable agreement is not reached. All services and works performed until the day of termination of the contract / purchase order due to the above reasons, the Bidder will have the right to charge. In the event that the User does not comment on the Bidder within the introductory period of 5 (five) days, it will be considered that the User has accepted the new amended GTC.

This document is valid from: 01.03.2021