This Contract shall remain binding even in the event of the legal ineffectiveness of individual provisions, which does not apply if the adherence to the contract would be deemed unreasonable, in the sense that one of the parties consequently suffers financial losses. It applies to business transactions with entrepreneurs, legal entities under public law, and entities managing special public state-owned assets.
1. General Provisions
- The company UNITEC-CNC OBRADA METALA d.o.o. (hereinafter: the “Supplier”) has established the terms and conditions for the sale and delivery of its products (hereinafter: the “General Terms of Sale”).
- In the event that the provisions of an individual Contract deviate from the provisions of these General Terms of Sale, the provisions of the Contract shall prevail.
- By signing an individual sales contract, the Purchaser expressly declares that it is fully familiar with and accepts these General Terms of Sale.
- Only the conditions stated below shall apply to deliveries. Conditions that are contrary or deviate from those stated herein shall not apply, unless the parties expressly agree to their validity. The conditions stated in the text below shall apply despite the Supplier being aware of contradictory terms of the Purchaser, and the delivery of goods shall be carried out without limitation.
- The validity of any verbal agreements made before or during the conclusion of the contract requires written confirmation.
- If the Purchaser does not accept an offer within two weeks of its receipt, the Supplier has the right to revoke the offer.
- These terms also apply to all future deliveries to the Purchaser.
2. Offers
Supplier’s offers are non-binding. Specifications are largely consistent with the design but shall not be considered authoritative.
3. Contract
The Contract becomes effective upon the Supplier’s signature of the order and applies only to the content thereof.
4. Prices and Payment Terms
4.1 Prices are freely formed, unless a fixed price is expressly agreed. Packaging costs are excluded, and VAT shall be added in the corresponding statutory amount.
4.2 Prices are calculated based on material costs and prices valid at the time of contract conclusion. If the calculation basis changes prior to delivery, the Supplier has the right to adjust prices accordingly.
4.3 Payments shall be made without deductions to the Supplier’s payment agent, in accordance with the payment agreement.
4.4 Rights of retention or set-off due to any complaint shall apply only if the complaint has been accepted in writing or if there is a legally established procedure.
5. Delivery and Delivery Periods
5.1 Delivery deadlines and dates are non-binding.
5.2 If a delivery period has been agreed, such period shall start only after receipt of all documents necessary for production, including all technical data, permits, and other information.
5.3 The delivery deadline shall be deemed fulfilled if the delivery has left the production facility before its expiration, or if the Purchaser has been notified that the shipment is ready for dispatch, or if acceptance has been carried out.
5.4 The delivery period shall be reasonably extended in the event of obstacles that inevitably cause delays and are beyond the Supplier’s control, such as fire, flood, earthquake, mobilization, war, protests, transportation interruption, strikes, blockades, material damages, raw material shortages, etc. The same applies if these circumstances occur at the Purchaser. Such obstacles are not the Supplier’s responsibility even if they arise during an existing delay. The Supplier must notify the Purchaser of the start and end of the delay as soon as possible.
7. Acceptance of Order
7.1 If acceptance of manufactured parts is agreed, the Purchaser and the Supplier shall prepare an Acceptance Protocol, including partial or preliminary agreements, signed by both parties. The Acceptance Protocol is binding in case of non-fulfillment by the signatories.
7.2 The Purchaser may not refuse delivery due to irrelevant defects.
8. Transfer of Risk
8.1 Risk transfers to the Purchaser upon handover to the Purchaser or, if delivery is not made directly by the Supplier, upon dispatch from the production facility to the Purchaser’s address, even if free delivery has been agreed.
8.2 If delay occurs due to the Purchaser’s fault, risk transfers on the day the order is ready for shipment. The Purchaser must also compensate storage costs from the date of notification of readiness, at least 0.5% of the invoice amount per full month, if storage occurs at the production facility.
8.3 Upon express request and at the expense of the Purchaser, the Supplier shall provide insurance coverage according to risks declared by the Purchaser.
8.4 Partial deliveries are permitted.
9. Retention of Title
9.1 All delivered goods shall remain the Supplier’s property until full payment of the contract price, including all additional claims that arise from the business relationship with the Purchaser.
9.2 The Supplier has the right to insure the delivery at the Purchaser’s expense against usual risks, unless the Purchaser can prove existing insurance coverage.
9.3 The Purchaser may not pledge or use delivered goods as collateral. In case of seizure or other adverse legal effects, the Purchaser must immediately notify the Supplier.
9.4 The Purchaser has the right to resell the goods in proper business transactions, and the Purchaser already fully assigns to the Supplier all claims arising from the resale, with all associated rights, regardless of whether the goods were further processed. The assigned claims serve as security for the Supplier’s receivables. The Purchaser retains the right to collect the assigned claims, which may be revoked if the Purchaser does not duly fulfill contractual obligations, especially in case of payment delay. This right also ceases automatically if the Purchaser suspends payment more than temporarily or files for bankruptcy.
9.5 If the Supplier’s product is combined inseparably with other products, the Supplier acquires co-ownership proportional to the value of the Supplier’s goods within the new product. If the Supplier’s goods are considered the main goods, it shall be deemed agreed that ownership is transferred proportionally to the Supplier. The Purchaser transfers exclusive ownership or co-ownership to the Supplier.
9.6 If the realizable value of securities exceeds 20%, the Supplier shall release securities of its choice upon the Purchaser’s request. Return of goods or confirmation of retention of title due to non-payment constitutes withdrawal from the Contract unless the Supplier expressly states otherwise.
9.7 In case of breach of obligations by the Purchaser or threat to the Supplier’s goods, the Supplier has the right to demand return of the delivered goods without contract termination. The Purchaser must hand them over.
9.8 Filing for bankruptcy entitles the Supplier to withdraw and request immediate return of delivered goods.
10. Assembly
10.1 Upon Purchaser request or according to the Contract, the Supplier shall provide fitters for installation and assembly. Unless otherwise agreed, assembly shall be invoiced separately under Supplier’s special terms.
10.2 Purchaser must fully prepare conditions so installation can begin immediately after delivery and proceed without interruption.
10.3 Substructure must be fully dry and prepared, installation premises adequately protected. The Purchaser shall, at its own expense, provide support teams, qualified workers, necessary utilities and materials, and unloading and transport to installation location.
11. Material Defects
Supplier liability for material defects is as follows:
11.1 All rectification work, replacement or new manufacturing will be performed free of charge within a reasonable time if the defect existed at transfer of risk.
11.2 Claims for material defects expire after 12 months unless otherwise required by law or in cases of injury to life, body or health, or intentional or grossly negligent breach by the Supplier.
11.3 The Purchaser must notify Supplier in writing of defects without delay.
11.4 Payments may be withheld proportionally only if the defect claim is legitimate beyond doubt. If the complaint is unjustified, Supplier may demand reimbursement of incurred costs.
11.5 Supplier must be given the opportunity to remedy the defect within reasonable time.
11.6 If supplementary performance fails, the Purchaser may withdraw or reduce payment.
11.7 Complaints are invalid in case of minor deviations from agreed quality, natural wear, damages due to incorrect handling by Purchaser after risk transfer, excessive use, improper soil conditions, unapproved software faults, or unauthorized repairs by Purchaser or third parties.
11.8 Claims for reimbursement of logistics costs after delivery (transport, travel, labor, materials) are excluded.
11.9 Article 12 applies to claims for compensation for damages exceeding statutory rights related to defects not regulated in Article 11.
12. Compensation for Other Damages
12.1 Claims for damages or expense reimbursement (hereinafter: damage claims), regardless of legal basis, including breach of non-contractual obligations, shall not be considered.
12.2 Not applicable in cases of liability for intent, gross negligence, injury to life, body or health, or breach of essential contractual obligations. In such case damages shall be limited to foreseeable contract-typical damages unless intent or gross negligence exists.
12.3 Damage claims expire upon expiry of the warranty period for material defects. Other claims governed by the Law on Obligations.
13. Impossibility
13.1 If delivery is impossible, the Purchaser may claim damages unless Supplier is not responsible. Damage claim limited to 10% of the value of the undeliverable part. Limitation does not apply to intent, gross negligence, injury to life/body/health. Purchaser’s right to withdraw remains.
13.2 If unforeseen events per Article 5.4 significantly change financial conditions or content of delivery, or have major impact on the Supplier’s operations, the Contract shall be adjusted. If performance becomes impossible, Supplier may withdraw, notifying Purchaser without delay.
14. Copyright and Third-Party Intellectual Property Rights
14.1 Cost estimates, drawings, plans, and documentation are subject to copyright.
14.2 Both parties shall treat documents as business secrets and not share them without written consent.
14.3 Unless otherwise agreed, Supplier must deliver goods free of third-party IP rights only within the territory specified in the confirmed order. If a third party makes a justified claim due to IP infringement caused by the Supplier’s delivery, Supplier shall be liable within the period under Art. 11.2 as follows:
a) Supplier may, at its expense and discretion, modify products to avoid infringement or replace them. If impossible under reasonable conditions, Purchaser may withdraw or seek correction.
b) Damage liability per Article 12.
c) These obligations apply only if Purchaser notifies Supplier in writing without delay and if Purchaser does not admit infringement. Supplier retains right to settlement negotiations.
14.4 Supplier is not liable if Purchaser is responsible for the breach.
14.5 Supplier is not liable if the breach is caused by Purchaser’s specific requirements, unforeseeable application, unauthorized modifications, or use with unrelated products.
14.6 Articles 11.4, 11.5, 11.9 apply mutatis mutandis.
14.7 In other IP-right breaches, Article 11 applies.
14.8 No further claims shall be accepted beyond this Article.
15. Other
15.1 If Supplier is contractually obligated and Purchaser’s financial situation deteriorates significantly, Supplier may demand payment guarantees.
15.2 If Purchaser fails to provide guarantees within 10 days, Supplier may withdraw.
16. Jurisdiction
16.1 The sole place of jurisdiction for all disputes arising directly or indirectly is the Supplier’s registered seat. However, the Supplier may also bring action at the Purchaser’s seat.
16.2 If the dispute cannot be resolved amicably, the court of Belgrade shall be competent.
17. Contractual Obligations
This Contract shall remain binding even in the event of the legal ineffectiveness of individual provisions, which does not apply if adherence would be deemed unreasonable and one of the parties consequently suffers financial losses.