Marinox d.o.o.

SALE, SUPPLY AND DELIVERY CONDITIONS

1. CONTRACT

1.1. The general conditions shall apply to the entire sale, supply and delivery taking place between „Marinox d.o.o.“ established at the address Posavska ulica 115, RUGVICA 10370 (DUGO SELO), Republic of Croatia, Company Number: 1589547, OIB/PIN: 48136459143 (hereinafter: the Seller) and the Buyer, unless stipulated otherwise by a sales agreement between the contracting parties.

1.2. Every time the Buyer confirms a quote/order, it fully accepts the General Sale, Supply and Delivery Conditions specified in the Contract, i.e. the Seller's Quote. Deviations from the stated conditions shall only be possible in writing and with the consent of both Parties, the Buyer and the Seller. Accordingly, notwithstanding the modified items, all other items of the General Sale, Supply and Delivery Conditions defined under this contract shall remain valid.

1.3. Any conditions on the Buyer's part shall not be applicable unless fully accepted (in writing only) by the Seller.

1.4. If there is no written request for special conditions put forward by the Buyer that would differ from the Seller's conditions, the start of the Seller's execution of the contract shall have no effect on the acceptance of these conditions. The contract shall be deemed to come into effect on its publication on the Seller's website or during written communication with the Buyer before the confirmation of the quote-order by the Buyer unless there are special requests to modify them while accepting the quote-order.

2. CONTRACT ITEMS

2.1. ORDER

The General Terms determine the relationship between two parties, the Buyer and the Seller, which is established by virtue of an official Order. The Order consists of the Seller's products (hereinafter: the Products); this means that the Seller is entitled to decline orders pertaining to products and quantities that were not listed in the initial request for a quote/order.

2.2. TECHNICAL SPECIFICATIONS

2.2.1. The Products may be described by technical specifications that identify the technical, construction, functional, aesthetic, qualitative and safety features of the product itself, if requested in writing, in an official request for a Quote received by the Seller from the Buyer.

2.2.2. If the product's technical specifications have been requested and determined by the Buyer, the Buyer undertakes that it alone shall be held liable for all technical, construction, functional, aesthetic, qualitative and safety characteristics/repercussions while implementing the ordered product.

2.3. NON-BINDING DATA

Weight, dimensions, capacities, prices, performance and all other product characteristics listed in the Seller's catalogues, leaflets, illustrations and price lists are only approximate indicators. The stated information shall not be binding, unless agreed exclusively and in writing.

2.4. ORDER, VALUATION AND WARRANTY MINIMUM

2.4.1. The quantity of ordered Products shall be ensured for the quantity stated in the official quote and order confirmation. The Seller guarantees the delivery of the agreed quantity if the Buyer accepts Marinox's quote within the provided time limit.

2.4.2. The time period for supplying the ordered Product may not be fixed, but rather it shall be set on the basis of the Seller's opinion in accordance with the specifications and type of the ordered Product. The Seller is entitled to request a written delivery deadline extension if the delivery is delayed on reasoned grounds.

3. DELIVERY

3.1. INCOTERMS

Every mention of commercial terms (such as DAP, DAT, EXW, etc.) shall be deemed a reference to Incoterms parities of the International Chamber of Commerce.

3.2. DELIVERY TERMS

3.2.1. Unless agreed otherwise, setting the delivery date in every individual Order shall be indicative and non-binding and shall come into effect as of one of the following dates:

*the date of concluding the Contract, i.e. when the Buyer accepts the seller's quote and the acceptance is received by the Seller, but not before the Buyer pays the part of the price as defined by the quote.

*the date when the Seller receives the Buyer's advance payment before the Product's delivery, if both parties, the Buyer and the Seller, have agreed t it.

3.2.2. The Seller shall inform the Buyer about not being able to make the delivery before the delivery deadline expires. In that case, the delivery deadline shall be extended depending on the circumstances of a particular case, but up to 30 days. If the Seller fails to make the delivery within the extended deadline, it shall be deemed to be late with its delivery.

3.2.3. If the delivery is late and the delay is caused by the Seller and after the above mentioned "deferral period" in item 3.2.2. expires, the Buyer is entitled to issue a formal letter requesting that the damage and loss caused by the Seller being late delivering the Products be compensated in the amount of 0.1% for each day of the delay, but in the maximum amount of 5% of the price of the Product that was delivered with delay.

3.2.4. If the Buyer fails to meet its obligation to take over the delivered Product in the location and at the time specified by the Contract for whichever reason not caused by the Seller, the Buyer shall in any case be obliged the make the payment agreed by the Contract as if it has taken over the Product. If the ordered Products are not taken over, the Seller is entitled to take upon itself to store the Products at the Buyer's expense and risk. Moreover, the Seller shall be entitled to charge all proven costs accrued during this period, such as storage costs, etc.

3.3. DOCUMENTS RELATED TO THE DELIVERY OF GOODS

Unless agreed otherwise, the Seller shall inform the Buyer how the ordered Products are to be transported and delivered, as well as all the documents pertaining to the ordered Product.

4. RISK TRANSFER – OWNERSHIP TRANSFER

4.1. RISK TRANSFER

4.1.1. Unless agreed otherwise, the risk shall be transferred to the Buyer when the goods arrive at the location agreed for the delivery and when the Buyer should take over the delivered Products under the Contracts, as specified and determined according to the Incoterms parities of the International Chamber of Commerce.

4.1.2. At no moment shall the Seller be held accountable for any changes, defects, etc. pertaining to the Product as of the moment the risk is transferred to the Buyer. Upon risk transfer, the Buyer is not exempt from paying for the Products listed in the Order if there are any defects pertaining to the Product.

4.2. OWNERSHIP TRANSFER

The product ownership transfer from Seller to the Buyer shall only be performed upon the Buyer making a visible payment.

4.3. RETENTION OF OWNERSHIP

4.3.1. If the Buyer declines to pay or does not meet any other financial obligations, the Seller shall retain ownership of the Products until the agreed payment if performed pursuant to the legal regulations of the country in which the Product is located.

4.3.2. The Seller undertakes to fulfil all the required formalities in order to protect the Seller's right to retain the goods from a third party (another Buyer). Moreover, the Buyer undertakes to respect and implement all necessary measures to safeguard the Seller's right to retain the goods.

5. PRICES – TERMS OF PAYMENT

5.1. PRICES

5.1.1. Prices related to the Product's sale are given in the Seller's quote.

5.1.2. The Product prices are set according to:

* variations in the Seller's expenses regarding all items of the Product's supply

* the quantity of Products ordered by the Buyer (minimal quantity)

5.1.3. Regardless of any disagreements the Parties may have when setting Prices, the Prices listed in the final Order shall apply to all stages of purchasing the ordered Product.

5.2. TERMS OF PAYMENT

5.2.1. Unless agreed otherwise by the contracting parties, the payment is due within 15 days as of the day specified in the Invoice at the latest using any payment method allowed. The payment must be visible on the Seller's account and shall only be valid as such.

5.2.2. If the contracting parties have agreed on advance payment and unless explicitly agreed otherwise, the buyer is obliged to pay the price in its entirety before the goods are delivered. Unless agreed otherwise, the advance payment must be made to the Seller's account at least 2 days before the agreed delivery date.

5.2.3. Unless agreed otherwise, the Buyer shall be held liable for possible bank costs and commissions related to payment.

6. CONTROL – CERTIFICATES – PRODUCT WARRANTY

6.1. CONTROL AND RETURNING GOODS

6.1.1. When taking over the goods, the Buyer is obliged to perform a meticulous inspection of all Products and determine that there are no defects. If certain defects are found, the Buyer is obliged to report all irregularities to the deliverer on the spot and to describe them in detail in the Delivery Note.

6.1.2. As soon as the Products arrive at the delivery location, the Buyer is obliged to verify all of the Product's accompanying documents. The Buyer is obliged (within 3 business days of the delivery date, i.e. taking over the goods) to notify the Seller of any deficiencies or defects in the Product; losses that occurred during transport or errors in the accompanying document. When this deadline expires, the Product shall be deemed deficient-free and fully accepted by the Buyer.

6.1.3. If the Seller consents to the return of damaged goods, the Buyer shall fully cover the risk and transport costs, unless agreed otherwise in writing. The Seller shall bear the full costs and risk of replacing or repairing the damaged Product unless agreed otherwise in writing.

6.2. CERTIFICATES

6.2.1. If requested to do so in writing by the Buyer, the Seller must provide quality certificates referring to the technical specifications or any other attests related to the information on the Product's technical specifications.

6.2.2. The Parties may agree on issuing independent and various certificates that the Buyer needs. If the requested certificates are a special kind, the Buyer shall bear all the costs related to the issuing of such certificates.

6.3. PRODUCT WARRANTY

6.3.1. The Seller guarantees that all Products must comply with the technical specifications or the accompanying certificate for 12 months after the ordered Product's delivery date or less if specified by a particular certificate's international standard.

6.3.2. The Seller does not guarantee that the Product and any specially determined requirements or technical features or some other specifications (by the Buyer or a third party) are connected unless such requirements are explicitly stated in the Buyer's order or the Seller's quote.

6.3.3. The Seller's warranty does not cover damages caused by inadequate operation, processing or use by the Buyer or faulty installation.

6.3.4. No complaint or reclamation may be lodged with the Seller upon the expiration of the warranty's time limit.

6.3.5. The warranty is hereby exclusively provided by the Seller to the Buyer and to no third parties whatsoever (the Buyer's clients), unless agreed otherwise in writing.

7. USE OF NAME, LOGO AND OFFICIAL SEAL

7.1. Under no circumstances does the confirmation of the Order entitle the Buyer to use the Seller's logo, company name or official seal "Marinox d.o.o.".

7.2. If the Buyer violates the above item 7.1. in contravention of the Copyright Protection Act, the Seller has every right to act in accordance with the Market Competition Protection Act.

8. CONTRACT TERMINATION

8.1. The Seller may terminate the Contract and any Order at any given moment and without any prior notification by sending the Buyer an official letter in writing or via fax with the following grounds:

* if the Buyer fails the make a payment within 15 days as of the due date to the account.

* if the Buyer declines to take over the delivered Product, which it has previously ordered.

* if the Buyer fails to purchase the minimum quantity needed for the Order to be implemented (item 5.1.)

* if the Buyer does not fulfil the items pertaining to payment specified in points 5.1. and 5.2.

8.2. If the Contract is terminated, the Seller shall have no further obligations towards the Buyer regarding the Product's delivery, while the Buyer shall be obliged to cover the entire accrued damages and related costs.

8.3. Competent court

The parties shall try to settle all possible disputes arising from this contract amicably. Should this be impossible, the competent court shall be the Zagreb Municipal Court.

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