Terms: General Terms and Conditions - GIMlab Ltd.
1. Scope of Application
- 1.1. These General Terms and Conditions (hereinafter "General Terms") govern the legal relations between GIMlab Ltd. (hereinafter "GIMlab") and their Clients.
- 1.2. These General Terms shall regulate the sale and purchase of goods from GIMlab, unless different conditions are explicitly agreed between GIMlab and the Client from case to case. General terms and conditions of the Client are not and shall not be considered accepted by GIMlab, unless GIMlab explicitly agrees in writing to their application.
- 1.3. If upon the explicit order of the Client, GIMlab performs delivery and installation of the purchased Products, General Terms and Conditions of Delivery and Installation apply in addition to these General Terms.
- 1.4. For the purposes of these General Terms, the following definitions shall have the meanings as defined herein or in this article:
- 1.4.1. Products include laboratory furniture and fume cupboards that GlMlab produces and places on the market. The contracted parties shall describe in detail products in the Purchase Orders and Offers.
- 1.4.2. Client - any legal entity or private person who buys products from GIMlab.
2. Conclusion of the Contract
- 2.1. The contract is entered into only by the Client's written acceptance of the GIMlab’s Offer (Purchase Order) and shall be in accordance with the content of the Offer and these General Terms. The drawings enclosed with the Offer, which must be accepted by the Client during provision of the Offer, represent essential element of the contract.
- 2.2. GIMlab retains all rights to documentation related to the Products (in particular images, drawings, draft designs) and samples. The respective sales documentation shall not be available to third parties and shall be returned to GIMlab immediately upon request.
3. Prices, Payment Terms
- 3.1. Unless otherwise agreed between the parties, GIMlab shall calculate all prices within the Republic of Croatia in Croatian kunas and outside of Croatian territory in euros (EUR) plus VAT according to relevant, applicable tax regulations.
- 3.2. Transport, packaging costs, delivery and installation are not included in the price of the Products and such costs shall be calculated and presented separately in the Offer.
- 3.3. The Client bears the costs of customs duties and other charges incurred regarding the export-import deliveries.
- 3.4. Changes in prices are permitted if more than 2 (two) months have elapsed between entering the contract and the date of delivery.
- 3.5. Unless otherwise explicitly agreed in writing with an individual Client, GIMlab’s invoice becomes due immediately upon receipt of the invoice.
- 3.6. In case the Client is late with the payment of any part of the Product's price/GIMlab's invoice, GIMlab is entitled to claim statutory interest. GIMlab is entitled to compensation for any further damage caused by the delay in payment.
4. Delivery Time
- 4.1. Delivery dates and deadlines are binding only if accepted by GIMlab in writing.
- 4.2. Any changes to the Purchase Order by the Client after the acceptance of the Offer are subject exclusively to GIMlab's approval which shall be provided in the form of the revised GIMlab's Offer.
- 4.3. If the Client does not comply with the schedule of payments for the price provided in the Offer, GIMlab is not required to deliver the Products within the time limits specified in the Offer and the deadlines shall be extended by minimum of period equal to the period of delay in payment to GIMlab. The exact deadlines shall be indicated by GIMlab to the Client depending on the availability of GIMlab's production capacity upon receipt of late payments from the Client.
- 4.4. If the Client hinders delivery of the Products (regardless of the method, including not accepting Products at the warehouse, failure to provide conditions for delivery/installation if Product installation has been agreed upon), the Client shall compensate all damage to GIMlab, while the invoice for the Products is due upon expiry of 15 working days from the scheduled date of delivery, notwithstanding whether the Client has eliminated the causes hindering delivery of the Products in the meantime.
5. Delivery Terms
- 5.1. Unless otherwise specified in each separate Offer, the Price refers to GIMlab's warehouse parity (EXW GIMlab's warehouse).
- 5.2. At the Client’s request shipments shall be insured, at the Client’s expense, against theft, damage during transport, as well as against other insurable risks, depending on the Client's request.
- 5.3. GIMlab shall be notified without delay and at the latest within four (4) working days regarding any damages or loss incurred during transport and shall be included in the assessments of damage by the competent body.
- 5.4. Within 48 hours after delivery of the product, the Client shall deliver record of delivery for the Product to GIMlab, which shall include information on any discrepancies between the Purchase Order and delivered Products, as well as any visible defects of the delivered Products - packaging damage, etc.
- 5.5. If the Client:
- 5.5.1. has not signed the respective Record of delivery for the Product within 10 days of the delivery of Products or respective Tranche of Products; or
- 5.5.2. refuses to allow GIMlab to fulfil its obligations in accordance with the Offer in order to complete the delivery or deliveries of any Tranche of Products and if such breach is still in progress within the interval of 15 working days from the date of delivery of the last acknowledged tranche or the scheduled delivery date,
- 5.6. GIMlab shall be responsible for defects of the Products in accordance with agreed Incoterms.
- 5.7. If the Record of delivery for the Products contains deviations from the Offer / defects of the Products which GIMlab may be liable for under these General Terms:
- 5.7.1. The Client shall return damaged Products to GIMlab at the GIMlab's expense;
- 5.7.2. GIMlab shall, at its own expense, within the agreed time limit from the date of receipt of the damaged Products, deliver functional Products in exchange for the damaged Products or additional quantity of Products not delivered in accordance with the Offer.
Products shall be deemed delivered in their entirety and free of defects.
6. Warranty, Limitation of Liability
- 6.1. GIMlab guarantees the Products in accordance with the specification of the Products to be submitted by GIMlab to the Client for the purpose of declaration of the Products are compliant, i.e. the composition of the Products is identical to the specifications of the Products listed for the purpose of declaration and specification.
- 6.2. The warranty period for the Products is 2 years from the date of delivery of the Product (while at latest from the date when both parties have signed the Record of delivery for the Product, i.e. after expiry of the deadline from Article 5.5. of these General Terms), under following conditions:
- 6.2.1. the product with defect is installed or assembled by GIMlab or authorized company;
- 6.2.2. the product with defect is regularly maintained in accordance with currently valid instructions from GIMlab;
- 6.2.3. the product with defect is regularly serviced by an authorised service provider in accordance with currently valid instructions from GIMlab;
- 6.2.4. the defect is on the original product/part of the product which has not been installed, modified, serviced, reshaped or adjusted by unauthorized third person and/or the Client;
- 6.2.5. notification of defects must be submitted to GIMlab immediately upon their discovery or at the latest within 3 working days from discovery of the defect;
- 6.2.6. the Product is used solely for its intended purpose in accordance with the instructions from GIMlab.
- 6.3. The foregoing regulations do not apply to the built-in equipment which GIMlab has supplier’s warranty for, the defects on which shall be rectified exclusively in accordance with the supplier's warranty.
- 6.4. The above included GIMlab's warranty does not cover nor is GIMlab responsible for defects or the resulting damage, as follows:
- 6.4.1. spare parts and wearing parts, including worktops or regular wear and tear of the Products resulting from its use;
- 6.4.2. parts built per design and instruction of the Client;
- 6.4.3. defects that:
- 188.8.131.52. only affect appearance of the product (e.g. discoloration) or
- 184.108.40.206. are typical properties of the product; or
- 220.127.116.11. result from regular wear and tear of the product; or
- 18.104.22.168. are caused by mechanical damage to the Product by the Client after having accepted the Product or its presumed acceptance in accordance with Article 5.5. of these General Terms;
- 22.214.171.124. are caused by inappropriate or inadequate storage or use of the Products, caused by willful damage, misuse or overload; or
- 126.96.36.199. are caused by force majeure (including but not limited to damage due to weather conditions or natural events, such as fire, lightning, earthquakes or tornadoes); or
- 188.8.131.52. are caused by repair, adjustments or modifications of the Products by the Client, unauthorized third party, or by combining the product with equipment, products, network or devices not supplied by or recommended by GIMlab; or
- 184.108.40.206. are caused by negligence; or
- 220.127.116.11. are directly or indirectly caused by a system fault or infrastructure fault of the Client or third parties (including, among other things, hardware errors, network outages, electrical power supply issues, problems in any other network infrastructure they are connected to); or
- 18.104.22.168. are linked to or arising from any of the foregoing exclusions.
- 6.5. Full liability of GIMlab to the Client regarding the Products from the Offer shall not exceed the amount GIMlab received from the Client for such Offer.
- 7.1. All notifications and communication shall be done in writing by e-mail, registered mail (airmail if available) or verified telefax and submitted to GIMlab Ltd., Sveti Duh 62, 10000 Zagreb, Fax: +385 1 3906 615, e-mail: email@example.com.
- 7.2. Any such notification or other communication shall be considered received and delivered in a manner as follows:
- 7.2.1. if sent by recommended mail with acknowledgment of receipt or international postal service (e.g., DHL, FedEx) with delivery note, at the above address, on the day of receipt, in accordance with the acknowledgment of receipt, while if sent also by e-mail - on the second working day after the date of dispatch;
- 7.2.2. if sent by telefax or e-mail to the above stated telefax number/e-mail (or the revised telefax number/person's e-mail which the other Contracting Party has sent a notification about in accordance with the regulations of this paragraph), on the next working day.
8. Amendments, Dispute Resolution
- 8.1. Unless otherwise agreed, all deliveries and payments shall be executed at GIMlab's registered site of production - Gornja Zdenčina.
- 8.2. Any amendments or additions to these General Terms are valid only if in written form and published in accordance with relevant regulations.
- 8.3. The Contracting Parties shall endeavour to amicably resolve all disputes arising from their business cooperation as well as from any contracts arising out of such business cooperation.
- 8.4. If it is not possible to resolve the dispute in a manner referred to in Article 8.3, the disputes arising from mutual relations between GIMlab and the Client shall be finally settled before the court of territorial jurisdiction pursuant to GIMlab's registered office address.
- 8.5. For these General Terms, as well as individual contracts concluded between GIMlab and the Client, laws of Republic of Croatia apply with the exclusion of conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The application of customary trade practice is excluded.
- 8.6. Invalidity - Severability clause - If any regulation of these General Terms is determined invalid, illegal or unenforceable for any reason, (a) validity, legality and enforceability of other regulations of these General Terms (including, but not limited to, all parts of the articles in this contract containing such invalid, unenforceable or illegal regulation) shall not be affected or diminished, and (b) the Contracting Parties shall, without delay, amend and complement the contract with regulations in written form, in a way that the purpose of replaced regulations remains preserved in the greatest extent possible according to the applicable law.
- 8.7. These General Terms, as well as any further amendments and additions thereto, in accordance with Article 295 of the Civil Obligations Act of the Republic of Croatia, shall be published on GIMlab's website, as well as on the Gimlab's bulletin board.
Grga Uremović, Managing Director