1. Scope and basis of the Agreement

      a) General Terms of Procurement (hereinafter referred to as GTOP) shall apply to all procurements (hereinafter referred to as Orders) which Steinemann Ltd (hereinafter referred to as the "Procuring Entity") procures from its business partner (hereinafter referred to as the "Supplier"), unless otherwise expressly agreed in writing.

      b) All Purchaser's agreements relating to the procurement of products, materials, raw materials, tools, and spare parts (hereinafter referred to as: contractual products), whether based on framework agreements, deviations from regular deliveries, or individual orders, shall be exclusively governed by the Purchaser's General Terms and Conditions of Procurement, in the version valid at the time of receipt of the Order by the Supplier. The Supplier is responsible for informing themselves about the current General Terms and Conditions of Procurement. Other business terms of the Supplier, irrespective of their form, shall not apply.

      c) In the event of a conflict between different contractual documents of the Parties, the following order of priority shall apply:

      • Provisions of the relevant Customer Order
      • Any other special arrangements between the contracting parties
      • Cooperation agreements signed between the contracting parties
      • OUN specified

      d) The Supplier declares and agrees that after a single application of the relevant CTA, in the version valid at the time the Supplier receives the Order, the above may apply to any subsequent Order.

      2. Enquiry, Offer, Order Confirmation

          a) The inquiries that the Customer sends to the Supplier are not binding. The Supplier will issue a quotation free of charge.

          b) The Customer only acknowledges Orders initiated by its Procurement Department. Changes to an Order are only binding if confirmed in writing (by fax or email) by the Procurement Department to the Supplier.

          c) The Supplier shall confirm the Order to the person named in the Order as the Purchase Department contact of the Customer, no later than three working days, by written confirmation of the Order, which shall include the Customer's reference number, price, quantity, and delivery date.

          d) The Supplier's offer shall be binding for a minimum of two months from the date of receipt by the Customer. If the Supplier has already supplied a particular product in a similar form to a competitor of the Customer, the Supplier is expressly obliged to inform the Customer of this fact.

          e) The Supplier is obliged to provide the Purchaser, upon their first request, with drawings relating to a competitor company, product specifications, information relating to materials, or data relating to components that concern the contracted products.

          3. Importance of the Order

          a) If the Supplier is a legal entity, the Order must be duly signed by the authorised representative registered in the Business Entities Register. In the event that the Supplier confirms the Order with any other form of written legally binding document, which is duly signed by the Supplier, and which contains the text of the Order, and if there are discrepancies between the Order and the Supplier's Order Confirmation, the Order shall take precedence, unless the Contracting Parties have concluded any other written agreement.

          4. Order

          a) Orders are binding only when submitted in writing. This also applies to all amendments, specifications, and the like. The Supplier is obliged to immediately contact the Customer before sending confirmation if the Supplier notices an error or an open item relating to material parts of the Order, particularly those relating to quantity, price, and delivery time. The Supplier is obliged to be aware of the material facts and circumstances, as well as the intention of the Order.

          b) The supplier is obliged to confirm the Order in writing to the contact person in the Purchaser's Procurement Department no later than three working days from receipt of the Order.

          5. Subcontracting

          a) Subcontracting by the Supplier is prohibited without the express prior consent/approval of the Customer. Without the written consent/approval of the Customer, work orders relating to the production of contracted goods, based on Customer's drawings (drawing parts), cannot be issued to manufacturers. The Supplier guarantees for its manufacturers as well as for itself. In the event that the Customer pre-determines manufacturers, this does not release the Supplier from the obligation of quality control of the procured goods, as well as the evaluation and development of such goods.

          6. Delivery, packing and marking

          a) Delivery must be carried out in accordance with DDP parity in accordance with the current version INCOTERMS ®. A delivery note must accompany every delivery, stating the Order Number issued by the Client, the content of the shipment, its description and quantity, as well as any additional documentation as required by the Client or stipulated by law.

          b) Partial deliveries shall only be permitted with the written consent of the Customer. In the event the Supplier makes a partial delivery without the written consent of the Customer, the Agreement shall only be deemed fulfilled upon complete delivery of the Order.

          c) In order to identify and correctly classify parts, the Supplier shall mark the parts, or the packaging thereof, for clear traceability of those parts. The marking of the parts shall, where possible, be agreed with the Customer. Packaging units must be correctly marked.

          d) In the event that the Order value is net of more than 5,000.00Swiss franc (value after conversion from contracted currency), before the Customer accepts the signed Order as confirmation of the order, the Customer is free to accept or reject the delivery. In case of rejection, the delivery is returned to the Supplier at the Supplier's expense. At the time of ordering, according to the applicable regulations of the Republic of Serbia, materials/substances are subject to the obligation of issuing warnings/declarations if they represent a cause for concern/danger. The Supplier is obliged not only to comply with the legal regulations of the Republic of Serbia applicable at the place of destination regarding packaging and labelling, but also, in order to fulfil its obligations regarding the handling of hazardous substances under Serbian law, to inform the Customer, on its own initiative and to the necessary extent, about relevant hazardous substances that need to be classified or stored separately. In case the Supplier has to fully or partially apply REACH EU Regulation (Regulation on Registration, Evaluation, Authorisation and Restriction of Chemicals/ REACH Regulation) of the relevant range of goods, the Supplier is obliged, on its own initiative, to fulfil the necessary conditions related to registration, warning/declaration and information. In case the Supplier's seat is located outside the territory of the EU, the Supplier hereby states that the Supplier, pursuant to Article 8. REACH Regulations, appointing an exclusive Representative in the EU territory, who will, on behalf of the Principal, fulfil the conditions for registration, declaration, and marking required for goods supplied by the Supplier.

          e) The Supplier undertakes to make a full declaration of the goods and shall comply with all requirements of applicable domestic and foreign customs and foreign trade laws, and shall obtain all necessary export licences. The Supplier is obliged to inform the Customer in writing, duly and on its own initiative, of all information and data requested by the Customer for the purpose of complying with foreign trade regulations for export, import, and re-import.

          This could include the following documents:

          • Certificate (for example Forest Stewardship CouncilCertificate , PEFC- Certificate) or Declaration of Conformity;
          • Statistical code number according to the current classification of foreign trade statistics and HS (Harmonised System) code;
          • Supplier's statement;
          • Certificate of origin;
          • Product declarations (e.g. in accordance with DIN, EN, ISO or Saturday);
          • Manufacturer's product information;
          • Safety data sheets;
          • Delivery slips (e.g. Summary delivery slips);
          • Dispatch with minimal data: order number, item number (Purchaser), gross/net weight, customs tariff numbers, and exact quantities.

          f) The Supplier is obliged to provide documentation to the Customer within five days of the Customer's first request. The Supplier must also keep a record of delivered products and update it constantly. The costs related to declarations shall be borne by the Supplier. Declared products are binding for export, and any discrepancies require the written consent of the Customer. In the event that the Supplier breaches its obligations under Article 6, it shall bear all costs and damages that may arise for the Customer.

          g) Wood and wood products must be marked Forest Stewardship Council or PEFC.

          Delivery date, delivery capacity, late payment interest

          a) Agreed delivery deadlines are binding and are considered the dates of arrival at the agreed delivery point. If there is repeated delay in delivery, a reminder from the Customer is not required (deadline contract).

          b) The Supplier is obliged to immediately inform the Customer if circumstances arise or become apparent which prevent the fulfilment of agreed delivery dates or deadlines.

          c) The Supplier undertakes to respect the contracted quantities and delivery dates in accordance with the Order – Quantity/Delivery Date and, in case of delay, to pay the contractual fines/penalties stipulated in the following item.

          (d) In the event of a delay in delivery, the Supplier shall be obliged to pay a contractual penalty/penalty amounting to 1% of the value of the delivery per week, but not exceeding 5% of the net value of the agreed contractual penalty for late delivery. Any additional contractual or statutory rights and claims relating to the delay (in particular regarding cancellation and liability for damages) are governed by statutory provisions. The contractual penalty shall be set off against any additional loss that may arise. Should express transport be required due to a delay in making the products available, the additional transport costs shall be borne by the Supplier. Any additional costs arising from the Supplier’s failure to request express delivery shall also be borne by the Supplier.

          e) Unforeseen, unavoidable and events beyond the control of the parties (force majeure) shall release the Contracting Parties from their obligation to perform for the duration of the events that hinder such performance. This also applies when these events occur at a time when the Contracting Party suffering such an event is in default. The Contracting Parties will notify each other as soon as possible and, in good faith cooperation, will adjust their obligations in view of the changed circumstances.

          8. Place of Performance and Place of Delivery

          a) The place of performance and the place of delivery shall be the location of the Customer. The Customer's location shall be the premises where the Customer's registered office is situated (hereinafter referred to as: "registered office"). If the location of the Customer's production facility and commercial activity (hereinafter referred to as: "business address") differs from the registered office, the place of delivery shall be the business address, which shall then be considered the Customer's registered office within the meaning of these GC. If a place of delivery other than the Customer's registered office or business address is provided for, the Customer shall explicitly state this aforementioned place of delivery in writing, and if this is not the case, the transfer of risk from the Supplier to the Customer shall not take place.

          9. Transfer of ownership and risk

          a) Full ownership of the contracted products is transferred to the Client upon delivery, at the place of delivery, as provided for in Article 8. The transfer of risk shall be carried out in accordance with Inc.MOTHERRМS as agreed in the relevant Order. The delivery note is signed upon receipt of the goods, except in case of discrepancies.

          b) In the event of a major accident, the Supplier agrees to bear the full costs for the following incidents:

          • Dropping / Jettisoning cargo
          • Damage to a boat or engine during a rescue operation
          • Use of tugs and salvage vessels
          • Damage to a boat or engine during a fire
          • Loading and unloading costs at the port where the ship is forced to dock

          10. Prices, Invoice and Payment

            a) Agreed prices (in the agreed currency) are fixed prices. They include the costs of packaging, transport, as well as all customs costs/fees and duties, taxes, full insurance, and other costs to the destination. The prices are exclusive of the currently applicable VAT.

            Any changes to the price require the express written consent of the Customer.

            b) To the extent they apply to the Supplier, one-off costs must be offered for tools, templates, programs, adapters, etc.

            c) Invoices must contain the Purchaser's reference number, item number, quantity, and unit price and must comply with statutory regulations and requirements.

            d) The Customer is obliged to make payment within 60 days of the completion of the entire service and upon receipt of a correct invoice by the Customer. Invoices must contain the Customer's reference number, item number (Supplier's item number and Customer's item number), quantity and unit price. In the event of non-compliant delivery or service, the Customer reserves the right to withhold payment of the proportional value until proper execution. The Supplier's payment term will be determined by the Customer's respective Order and will be valid until otherwise agreed.

            e) Payment does not represent confirmation that the delivery or service has been performed in accordance with the Agreement. In the case of non-compliant delivery or service, the Customer is entitled to withhold a proportional part of the paid amount until it ensures proper fulfilment. Even after full payment has been made, legal rights remain unchanged.

            f) The Purchaser's payment shall be considered to have been made on time if the transfer order has been forwarded to the Purchaser's Bank for processing within the agreed payment period.

            11. Guarantees for material and legal defects, liability for damages, insurance, statute of limitations / limitation period

              a) The contracting authority is obliged to carry out inspection upon receipt of delivery.

              b) In the case of a warranty, the Customer may request or arrange for the following to be carried out, irrespective of statutory rights under the warranty:

              • If faulty parts are found during delivery or installation in relation to the series, the Supplier shall be entitled, upon written notice to the Buyer, to immediately take back the non-conforming delivery at the Supplier's own expense and replace, or reject and/or rework the parts.
              • The Customer has the right to return to the Supplier, at the Supplier's own cost and risk, goods that have not been delivered in accordance with the Agreement, unless the Supplier wishes to take over the products and does so immediately.
              • If it is not possible to carry out the return delivery and replacement in time due to deadlines, the Supplier is obliged, upon written request from the Customer, to sort the questionable quantity of parts within 24 hours at the Customer's location. In the event that the Supplier does not act in accordance with the request, upon receiving written notification from the Supplier, the sorting of the required quantities, in order to maintain delivery capacity, will be carried out by employees of the Customer or external service providers (subject to reimbursement of costs), provided that the Supplier considers the subsequent performance to be unreasonable. The costs incurred in connection with this shall be borne by the Supplier.
              • If a serial defect necessitates the replacement of an entire batch of contracted products or of the Customer's products embedded in the contracted products, for example, because a fault analysis in specific cases is not economically justifiable, impossible, or unreasonable, the Supplier shall reimburse the cost for the part of the relevant batch without technical defects. The Supplier shall bear the costs for damage caused to the Customer or a third party due to defects in the contracted products.

              For all claims relating to defects, the Supplier shall define measures and implement them, as well as provide an opinion to the Customer on this matter.

              d) The Supplier shall bear all costs arising from the required recall or servicing/repair activities, if such recall or servicing/repair activities by the Customer result from a defect in the contracted products.

              e) If third parties – irrespective of the reason – make a claim for damages against the Customer due to material or legal defects in the Supplier's delivery or performance, the Supplier shall, upon first request, indemnify the Customer against any and all liability.

              f) In addition to the limits of its usual liability insurance, the Supplier must have and maintain adequate product liability insurance for personal injury and property damage to cover any product liability risk. Upon the Customer's first request, the relevant insurance policies must be provided to the Customer. If the Customer has further claims for damages, these shall remain unaffected.

              g) The warranty period for all material and legal defects is 36 months from the risk transfer. The warranty period is suspended between the period of sending justified notification of defects and/or subsequent proper performance by the Supplier or and/or refusal of subsequent performance by the Supplier. The warranty shall recommence in the event of subsequent delivery.

              12. Hidden material defects

                a) If material defects are found that were not recognised at the time of product inspection upon receipt of the product (hidden defects), the Customer is obliged to inform the Supplier within a reasonable period. In that case, the statutory and contractual warranty period in accordance with the regulations of the Republic of Serbia will be taken into account (where the contractual warranty period, if longer, takes precedence, see Article 11, point g).

                13. Input items

                  a) Technical documentation, working documents, models, matrices, templates, samples, testing equipment, tools and other input items (hereinafter referred to as „input items“) provided by the Client shall remain the property of the Client. Input items that the Supplier acquires or produces for the purpose of fulfilling the contract between the Contracting Parties at the Client's expense shall become the property of the Client.

                  b) The Customer owns all rights to the input items that the Customer has paid for or made available to the Supplier. The Supplier shall only be authorised, with the express agreement of the Customer, to actually and legally use such input items, move them from one location to another or make them permanently unusable.

                  c) Reproduction of the input items is not permitted without the written consent of the Purchaser; the Supplier is prohibited from making the input items, as well as reproduced input items, available to third parties or using them for other purposes without prior written consent

                  d) The Customer's input items, along with all reproduced input items, must be returned to the aforementioned party, without any specific request, immediately upon finalisation of the Order.

                  e) Incoming items made available to the supplier on a permanent or long-term basis for the purpose of contract execution must be clearly marked as “company property" Steinemann Ltd.„.

                  f) The Supplier shall use the input items exclusively for the purpose of fulfilling the Contract between the Contracting Parties and shall use them with due care. The Supplier shall, in particular, be obliged to insure the aforementioned sufficiently against fire, water damage and theft, and to carry out necessary maintenance and inspection at the Supplier's own expense.

                  g) Incoming items shall be returned to the Customer at any time, without delay, upon the Customer's first request and without prior stating of reasons. The Supplier's right to withhold the aforementioned due to non-payment for purchased and manufactured incoming items is excluded.

                  x) Input items remaining in the Supplier’s possession after the delivery of the products manufactured using them last, may be destroyed exclusively with the prior written consent of the Customer. The Supplier may request that the Customer takes over the remaining input items.

                  14. Third-party intellectual property rights

                    a) The Supplier warrants that all deliveries and/or services are free from any third-party rights, and that the aforementioned and their use for the purpose of fulfilling this Agreement do not infringe any patents, registered designs, design models or other protected rights in the country and abroad, except where attributable to the Supplier's fault.

                    b) The contracting parties shall immediately inform each other as soon as they become aware of a risk of infringement and an alleged infringement, in order to enable them to counter each other any claims.

                    c) If the Customer's use of the contracted products is hindered by third-party intellectual property rights, the Supplier is obliged to either obtain an appropriate licence, at the Supplier's own expense, or to correct or replace the items to the extent that the use of the contracted products is no longer hindered by any kind of third-party intellectual property rights, all in compliance with the contract agreement.

                    d) The Supplier shall, at the request of the Customer, transfer to the Customer any inventions or other transferable results of work that are subject to intellectual property protection or for which intellectual property protection cannot be excluded, developed during the performance of the Contract concluded between the Contracting Parties. If required by legal regulations, the Supplier must timely and effectively take over inventions from the Supplier's employees.

                    e) If the Supplier provides the Customer with photographic material for advertising purposes, the Supplier must first ensure that the Supplier possesses all rights of use for that photographic material and that the Supplier is entitled to transfer those rights to third parties, and in particular to the Customer. By providing the photographic material, the Supplier authorises the Customer to use the photographic material in the manner permitted by the Supplier, within the agreed scope, to process or otherwise reshape the photographic material in order to produce advertising material and to distribute it. If the Customer's use of the photographic material, as per the agreement, constitutes an infringement of third-party rights, the Supplier shall indemnify the Customer against all claims from third parties.

                    15. Piercing

                      a) The Purchaser has the right to offset the Purchaser's claims arising from the business transaction against the Supplier's claims, or to exercise the possible right of retention.

                      16. Confidentiality

                        a) The Supplier is obliged to treat all Purchaser data specified in the Orders, as well as all facts, documents, information, etc., as strictly confidential, and in particular all non-obvious commercial and technical details, documents approved by the Purchaser, such as samples, drawings, plans, illustrations and similar documents that the Supplier becomes aware of during the business cooperation.

                        b) The supplier has a duty not to enable or allow private or public third parties full or partial, intentional or unintentional access to such information (theft, illegal copying or use, actions intended to cause damage, etc.).

                        This obligation of non-disclosure shall remain in force even after the Order has been fulfilled and shall extend to employees, auxiliary staff and other participants whom the Supplier has engaged, even if only once, in matters relating to the delivery.

                        (d) In the event of a breach of this obligation, the Supplier may be required to pay a contractual penalty of 10% of the total value of orders received over the last 12 months.

                        17. Supplier Code of Conduct

                          a) The supplier shall comply with the laws of all applicable legal regulations, in particular the regulations of the country of origin and the country of destination.

                          b) The Supplier shall not, actively or passively, directly or indirectly, engage in any form of bribery, infringe the fundamental rights of the Supplier's employees, or employ children. Furthermore, the Supplier shall take responsibility for the health and safety at work of its employees, comply with environmental protection laws, and require and promote, to the best of its ability, compliance with the code of conduct by its suppliers. If the Supplier breaches this obligation due to its own fault, we shall be entitled, notwithstanding any other rights, to withdraw from or terminate this Agreement. If the breach can be remedied, this right may only be exercised after a reasonable period has elapsed for remedying the breach, during which the breach has not been remedied.

                          Provision on separation

                            a) If any provision of these General Terms and Conditions of Procurement, or any part of such a provision, is or becomes invalid, this shall not affect the applicability of the remaining provisions. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision whose effects are as close as possible to the economic objective pursued by the contracting parties, as contained in the invalid or unenforceable provision. This shall also apply in the event of regulatory gaps.

                            19. Competent court

                              a) The exclusive place of jurisdiction shall be the competent court in the Republic of Serbia.

                              20. Current law

                              a) The entire legal relationship between the contracting parties shall be governed exclusively by the law of the Republic of Serbia.

                              b) Provisions relating to private international law and the UN Convention on Contracts for the International Sale of Goods are excluded.CISG, also known as the Vienna Convention on Contracts for the International Sale of Goods).