1. Scope of Application

1.1 These General Conditions of Sale (“Conditions”) shall apply to all deliveries of goods and related services provided by Nomis d.o.o. (hereinafter: “Nomis”). They shall apply exclusively if the Buyer is a legal or natural person acting in the course of its registered business activity (entrepreneur).

1.2 Any general terms and conditions of the Buyer are hereby excluded unless expressly accepted by Nomis in writing. These Conditions shall also apply to all future business relations between the parties.

2. Offer and Conclusion of Contract

2.1 All offers of Nomis are non-binding and shall be deemed an invitation to the Buyer to submit an offer.

2.2 A contract shall be deemed concluded when Nomis confirms the Buyer’s order in writing.

2.3 If the order confirmation deviates from the Buyer’s offer, it shall be deemed a new offer by Nomis.

3. Product Quality and Samples

3.1 The quality of the goods shall be determined exclusively by the technical specifications of Nomis or its suppliers forming part of the contract.

3.2 Any expectations of the Buyer exceeding the agreed specifications are excluded.

3.3 Samples and specimens shall only be binding if expressly agreed.

3.4 Instructions and documentation are provided for informational purposes only and do not constitute a guarantee of properties or fitness for a particular purpose.

3.5 A warranty shall exist only if expressly agreed as such.

4. Advice

Any advice or recommendations provided by Nomis are given to the best of its knowledge but shall not relieve the Buyer from conducting its own assessment of the suitability of the goods for a specific purpose.

5. Prices and Terms of Payment

5.1 Prices applicable on the date of delivery shall apply unless otherwise agreed.

5.2 In the event of a price increase, the Buyer shall be entitled to withdraw from the contract within 14 days from receipt of the notification.

6. Delivery

6.1 Delivery terms shall be interpreted in accordance with the applicable INCOTERMS.

6.2 Nomis shall be entitled to make partial deliveries, provided that these are acceptable to the Buyer.

6.3 Delivery deadlines are indicative unless expressly agreed as binding.

7. Damage in Transit

The Buyer shall promptly notify the carrier of any transport damage and inform Nomis accordingly.

8. Compliance with Regulations

The Buyer shall be responsible for compliance with all applicable laws and regulations relating to import, storage, transport and use of the goods, including EU regulations (e.g. REACH).

9. Delay in Payment

9.1 Delay in payment shall constitute a material breach of contract.

9.2 Nomis shall be entitled to charge statutory default interest in accordance with applicable law.

10. Defects

10.1 The Buyer shall inspect the goods immediately upon receipt and notify Nomis in writing, as precisely as possible, of any defects no later than within 4 weeks.

10.2 In the event of a justified claim:

Nomis shall have the right to choose between repair and replacement of the goods, with two attempts permitted.

If this fails, the Buyer may withdraw from the contract or request a price reduction.

11. Liability

11.1 Nomis shall be liable for damages exclusively within the limits of mandatory provisions of applicable law. To the fullest extent permitted by law, Nomis’ liability—regardless of the legal basis—shall be limited to cases of wilful misconduct and gross negligence.

11.2 In the case of simple negligence, Nomis shall only be liable for the breach of essential contractual obligations (obligations the fulfilment of which is necessary for the proper performance of the contract), and such liability shall be limited to direct, typical and foreseeable damages and further limited to the value of the specific delivery concerned.

11.3 In the case of simple negligence relating to non-essential contractual obligations, Nomis shall not be liable.

11.4 To the fullest extent permitted by law, any liability of Nomis for indirect or consequential damages is excluded, including, but not limited to, loss of profit, loss of revenue, business interruption, loss of data, or any other consequential damages.

11.5 Nomis shall not be liable for any claims of third parties arising from or in connection with the use, processing, further distribution or any other handling of the goods by the Buyer.

11.6 The Buyer shall indemnify and hold Nomis harmless from and against any and all third-party claims, including all damages, losses, costs and expenses (including reasonable legal fees), arising from the Buyer’s acts or omissions, in particular in connection with improper use, processing, storage or placing the goods on the market.

11.7 The limitations and exclusions of liability set out in this clause shall not apply to the extent that:

·       the damage was caused by wilful misconduct or gross negligence of Nomis

·       it concerns injury to life, body or health

·       mandatory liability under applicable law applies (in particular product liability)

·       an explicit contractual warranty has been given

12. Limitation Period

12.1 The limitation period for material defects shall be 1 (one) year from delivery.

12.2 A limitation period of 1 (one) year shall also apply to other claims unless otherwise provided by law.

13. Set-off and Retention

The Buyer may only set off claims that are undisputed or finally adjudicated.

14. Security

If there are reasonable doubts as to the Buyer’s solvency, Nomis may require advance payment or appropriate security.

15. Retention of Title

15.1 The goods shall remain the property of Nomis until full payment of the purchase price.

15.2 This shall also apply to all other claims arising from the business relationship.

15.3 In the event of processing or mixing, Nomis shall retain a corresponding co-ownership share.

15.4 The Buyer hereby assigns to Nomis in advance any claims against third parties arising from the resale of the goods.

16. Force Majeure

Nomis shall not be liable for non-performance caused by circumstances beyond its control (e.g. war, pandemics, shortages, supply chain disruptions). If such circumstances last longer than 3 months, Nomis shall be entitled to terminate the contract.

17. Place of Payment

The place of payment shall be the registered office of Nomis.

18. Data Protection

The Buyer shall process personal data in accordance with applicable data protection laws (GDPR) and solely for the purpose of contract performance.

19. Jurisdiction

The competent court at the registered office of Nomis shall have jurisdiction over all disputes.

20. Applicable Law

The contract shall be governed by the laws of the Republic of Croatia, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21. Contract Language

In the event of discrepancies between language versions, the version in the contract language shall prevail.