General Terms and Conditions – applicable abroad

1. General Information

1.1 Sales Contract

These General Terms and Conditions (hereinafter: General Terms and Conditions) apply to the product sales contract between the company Prostoria d.o.o., with its headquarters in Sv. Križ, Začretje, Pustodol Začretski 19/G, entered into the court register of the Commercial Court in Zagreb under court reg. no. (MBS): 080609761, VAT ID. no.: 64861685667, as the seller (hereinafter: Prostoria), and the Buyer of a Prostoria product with its registered headquarters outside the Republic of Croatia (hereinafter: Buyer) (jointly designated as: Contractual Parties).

The General Terms and Conditions are valid and apply to the sales contract between Prostoria and the Buyer, except if not otherwise agreed. All other conditions or general conditions of the Buyer will be applied if Prostoria accepts such conditions. Prostoria retains the right to amend the General Conditions and Conditions at any time and make them immediately publicly available and/or deliver to the Buyer a version of the General Conditions and Conditions which are amended at any given time.

If some of the provisions of these General Conditions and Conditions are or become legally invalid, it will not affect the validity of the other provisions. A new, valid provision will replace an invalid provision to achieve the result that is most legally proximate to the result that the parties intended to achieve in the provision determined as invalid.

In the event that the Buyer has general terms and conditions that differ from these General Terms and Conditions, the Contracting Parties agree to accept the application of these General Conditions and Conditions, if not otherwise agreed.

The General Conditions and Conditions have been drawn up in Croatian and English, and the Croatian version will prevail if there is doubt.

1.2 Applicable law and jurisdiction of the courts

The sales contract concluded between the Contractual Parties and these General Terms and Conditions is subject to the current laws of the Republic of Croatia.

If a dispute arises between the Contractual Parties, they are obliged to resolve the dispute amicably. However, if they fail to do so, they accept the jurisdiction of the courts in Zagreb.

2. Prices and payment

2.1 Prices

The price of each particular Prostoria product is determined in the Prostoria Pricelist. Prostoria reserves the right to alter prices as needed. The prices applicable for specific products are valid at the time of concluding the sales contractor for Prostoria products, and the product price does not include VAT.

VAT, other taxes, customs and generally all costs incurred in relation to a purchased product are borne by the Buyer.

2.2 Payment conditions

Payments are made in the manner and according to the conditions determined on particular invoices, quotations and order confirmations. Each product that the Buyer fails to pay in full to Prostoria remains the property of Prostoria.

The Buyer without an approved line of credit with Prostoria is obliged to make a prepayment amounting to 50% of the value of the Prostoria product upon receiving the quotation, after which the Buyer will receive an order confirmation from Prostoria. The delivery deadline commences from the date of receiving the prepayment onto the Prostoria account. The Buyer is obliged to pay the remaining price for the product onto the account of Prostoria no later than 5 (five) days prior to the delivery deadline cited on the order confirmation.

Prostoria may agree with the Buyer when establishing initial cooperation to a payment deferred by a maximum of 60 days if preconditions for it have been fulfilled.

Payment is made onto the account of Prostoria. Payment is made onto the account of Prostoria as cited on the order confirmation. When making the payment, the Buyer is obliged to state the quotation/invoice number according to which the payment is made. Otherwise, the deadline for delivery of the goods to the Buyer begins from the moment of linking the separate payments to the Buyer who made the payments.

When making payments onto the account of Prostoria by Buyers from countries that are not EU member states, the Buyers will bear costs incurred from foreign banks such that they select the OUR manner of payment.

If the Buyer fails to settle the invoice in accordance with the rules referred to in Point 2.2 of these General Terms and Conditions, Prostoria will send a reminder for payment twice a month to the Buyer’s email address.

Prostoria retains the right to terminate and/or suspend not only the delivery of ordered products but also the processing of newly received orders from the respective Buyer until the Buyer fulfils all due obligations towards Prostoria.

3. Orders

The Buyer is obliged to forward the order to Prostoria in written form. The Buyer is to designate the type of product in the order, specifically: the name of the product along with full specifications and the product quantity to be purchased. Prostoria is obliged to act solely according to orders and from the moment once an order contains all the mentioned integral sections.

In the case of a Customer’s Own Fabric (COF) or Customer’s Own Leather (COL) specification, with the order as a precondition, the Buyer will forward to Prostoria the materials for inspection for the purpose of verifying the possibility of producing the ordered products. In the event that Prostoria confirms the COM specification, the respective material must be delivered to the Prostoria warehouse at least 15 days before the delivery deadline verified in the order confirmation. Otherwise, the delivery deadline is extended by the number of days the material is delivered late.

Prostoria retains the right to reject an order for a product for which it deems unacceptable and/or technically unfeasible in terms of the design and retains the right to make changes to the ordered product in terms of its structure, variation in the structure of wood and minor variations in the design or nuance of colour.

3.1 Confirmation of orders

An order becomes binding when Prostoria confirms it in the form of a written confirmation. Prostoria will send the order confirmation to the Buyer via email, which the Buyer has previously designated in the order and/or at the start of the business cooperation. If the Buyer has no objections to the confirmation order within 48 hours of receiving it, it shall be deemed that the Buyer has accepted it, and complaints relating to the product specification will not be taken into consideration. Orders cancelled within 10 days of confirmation of the order are subject to a charge amounting to 50% of the value of ordered products. Upon expiration of 10 days from confirmation of the order, the order becomes binding, and the Buyer is obliged to pay the full amount for the Prostoria product which is being purchased.

Each subsequent change to an order means that the delivery deadline for the Prostoria product begins anew, that is, from the moment when Prostoria confirms the altered order.

4. Taking delivery and the delivery of Prostoria products

4.1 Taking delivery of Prostoria products

When the delivery of a Prostoria product has not been contracted and not included in the sales price, the Buyer is obliged to take possession of the selected product from the Prostoria warehouse or at another location as agreed with Prostoria within the deadline designated in the order confirmation, subject to the condition of notification for taking delivery of the product at least 2 working days beforehand. If the Buyer does not take delivery of the purchased product within a deadline of 2 (two) weeks from the notification given by Prostoria that the product is ready for delivery, the product will be warehoused at a cost to the Buyer, amounting to EUR 13.00 for warehousing by cubic metre of space taken up by the respective product per day of warehousing.

Upon expiration of a period of 3 months from the initial date of warehousing the product at the Buyer’s expense, Prostoria has the right to terminate the respective contract due to the Buyer failing to fulfil obligations. Prostoria will charge compensation for incurred damages from the amount paid by the Buyer.

4.2 Delivery of Prostoria products

The delivery deadline is noted on each order confirmation. In the event that delivery of the Prostoria product is contracted or included in the sales price, Prostoria will, at the request of the Buyer, the confirmation will also confirm the exact date of delivery 24 hours prior to delivery, and in the event that the Buyer requests delivery on a certain day and time, the necessary transport can be organised subject to an additional fee.

In exceptional cases, for instance, such as but not solely public holidays and non-working days, or due to prolonged delivery deadlines for certain materials and/or raw materials, Prostoria retains the right to extend the delivery deadline, concerning which the Buyer will be timely informed.

In the event of any changes to an order by the Buyer, Prostoria is entitled to an extended the deadline for delivery, which can also be specifically agreed to in certain cases, depending on the needs and possibilities of Prostoria and/or the Buyer.

Delivery takes place based on the order confirmation to a single unloading point unless Prostoria and the Buyer agree otherwise. Changing the unloading point for delivery may be done 5 working days before confirmation of the delivery date, whereas after the expiration of the deadline, the possibility of changing the unloading point is possible only with approval from Prostoria, where the respective change will be charged to the Buyer in the amount determined by the transporter delivering the goods based on the planned schedule. Delivery to the Buyer means that the Buyer is obliged to ensure the unloading and receipt of the product.

In the event that the transporter arrives at the unloading point at the agreed time, and the Buyer is not able to unload the products, Prostoria retains the right to compensation for damages and to return the respective products back to the warehouse.

Prostoria will in no case, including but not limited to cases of force majeure, be liable to the Buyer for possible delays in delivering the product.

Prostoria packs all products in a standard manner in carton boxes. Different packaging at the Buyer’s request is possible but only upon consent from Prostoria where the Buyer will be charged for additional costs.

4.3 Receipt of Prostoria goods

When taking delivery or upon delivery of a purchased product, the Buyer is obliged to carefully inspect in detail the packaging of the product. Any identified inadequacy must be recorded on the CMR document, which the Buyer signs upon taking delivery or upon delivery of the product. Subsequent complaints by the Buyer regarding a purchased product damaged in transport, and which has not been recorded in the prescribed manner, will not be taken into consideration.

Returning and/or replacement of goods is not possible except for reasons determined by the current laws of the Republic of Croatia.

5. Warranty for purchased products (guarantee)

Prostoria guarantees the Buyer the technical validity of the purchased product for 2 (two) years once the Buyer has taken delivery of the product or the product has been delivered to the Buyer, except if Prostoria and the Buyer have not agreed otherwise. Prostoria offers the Buyer a guarantee in the form of a written declaration when taking delivery of the product or upon delivery of the product to the Buyer. The Buyer is obliged to notify Prostoria in writing of the technical invalidity of the purchased product and the Buyer may request from Prostoria that the purchased product be repaired or replaced during the warranty period.

The warranty is void in case of damage due to improper handling and not maintaining the product, unprofessional and improper assembly and improper storage. In the event of an unjustified complaint based on reasons given in this paragraph, PROSTORIA is entitled to compensation for damages.

The warranty does not relate to COF and/or COL specifications, i.e., the guarantee does not relate to materials that are not in the Prostoria collection and/or procured by the Buyer.

6. Confidentiality of information

Ownership and intellectual property rights for documents, data, schematics, samples, models, casts and other information which are made accessible to the Buyer by Prostoria belong throughout the entire time to Prostoria. The Buyer will not use them for any purpose besides the proper performance of the contract, will not reproduce them nor make them accessible to third parties and will keep them confidential. The Buyer will ensure that all persons that might have access to confidential information adhere to the obligation of keeping the respective data a secret.

The Buyer will be permitted to disclose his business relationship in his promotional materials, but only with the prior consent of Prostoria.

The Buyer agrees that Prostoria processes and stores data on Buyers by electronic processing the data.

7. Force Majeure

Prostoria is not liable to the Buyer for any breach of the General Terms and Conditions and/or sales contract and/or other similar documents if such a breach occurs due to the impossibilities caused by unforeseen events (force majeure), such as but not solely, for instance, explosions, epidemics, fires, strikes, earthquakes, floods, and the like.

8. Use of the Prostoria website

Prostoria maintains its website where it publishes all relevant information on its products, services, business and the like. Prostoria is not liable for any damage that may visitors to the Prostoria website may experience due to using or inability to use the website. Also, Prostoria is not liable to individual visitors of the Prostoria website for any possibly insulting and/or inappropriate behaviour or comments from visitors to the Prostoria website.