General terms and conditions for business customers (B2B)

§ 1 Scope

(1) These general terms and conditions apply to all supplies of goods and services by TERMOGAS d.o.o., Balogovec 64, 40000 Mačkovec, Croatia (the “Seller”), under the Kinetics Line brand to natural or legal persons entering into the contract in the course of their trade or profession (the “Buyer”). They do not apply to purchases for private purposes or to orders placed through Amazon marketplaces.

(2) Orders placed through Amazon marketplaces are governed exclusively by the terms applicable there.

(3) These terms form part of the contract if they are brought to the Buyer’s attention before the contract is concluded and the Buyer is able to view and save them. Individual agreements that differ from these terms take precedence. The Buyer’s terms form part of the contract only to the extent agreed. For subsequent orders, incorporation of these terms must be ensured again.

§ 2 Quotations and formation of the contract

(1) The presentation of products on this website and in the Technical Library is not a binding offer, but an invitation to enquire.

(2) The Seller’s quotations are non-binding and, unless otherwise stated, valid for 30 days from the quotation date.

(3) A contract is concluded only upon the Seller’s written order confirmation (email is sufficient) or delivery. The order confirmation determines the content of the contract.

§ 3 Prices

(1) All prices are in euros, net, ex warehouse Mačkovec (Croatia), plus statutory VAT where applicable, and plus packaging, shipping and any customs duties or other charges.

(2) Intra-Community supplies to businesses with a valid VAT identification number are exempt from VAT in accordance with the applicable rules.

§ 4 Payment

(1) The first order is supplied against payment in advance; thereafter, invoices are payable without deduction within 14 days of the invoice date, unless otherwise agreed.

(2) Statutory late-payment interest applies to overdue payments. The Seller may withhold further deliveries until outstanding amounts have been settled.

(3) Set-off against counterclaims is permitted only to the extent that those counterclaims are undisputed or have been established by a final court decision.

§ 5 Delivery and transfer of risk

(1) Unless otherwise agreed, delivery is EXW Balogovec 64, 40000 Mačkovec, Croatia (Incoterms® 2020). Under this rule, risk passes when the goods are placed at the Buyer’s disposal at the agreed place and time, without being loaded onto the collecting vehicle. Any different agreements concerning loading, shipping and transfer of risk must be recorded in the order confirmation.

(2) Delivery periods are non-binding unless expressly confirmed in writing as binding. Partial deliveries are permitted insofar as they are reasonable for the Buyer.

(3) Events of force majeure and delays by upstream suppliers for which the Seller is not responsible extend the delivery period by a reasonable period.

§ 6 Retention of title

The goods supplied remain the Seller’s property until their purchase price has been paid in full, to the extent that this can be validly agreed under the applicable law. The effect on property rights, the effect against third parties and any required formalities are governed by the relevant statutory provisions, particularly those applicable where the goods are situated. These terms do not provide for an advance assignment of claims arising from resale.

§ 7 Technical information, suitability and the Buyer’s duty to check

(1) Information in the Technical Library, catalogues, datasheets and product descriptions (materials, dimensions, pressure, temperature and resistance to media) consists of technical guidance values and descriptions. An independent guarantee is given only if expressly declared in writing. Agreed product characteristics and statutory rights relating to defects remain unaffected.

(2) The Buyer is responsible for selecting the product and checking its suitability for the intended use (medium, pressure, temperature, installation conditions and regulations at the place of use). On request, the Seller provides technical information to assist; advice does not replace the Buyer’s own checks.

(3) Approvals, test certificates and conformity statements apply only within the scope stated in the documentation for the specific product, and only to the product and version specified. Use in drinking-water installations requires appropriate evidence for the specific product, version and target market. Food-contact requirements must be checked separately against the relevant product documentation; drinking-water evidence does not replace food-contact evidence, and vice versa.

(4) Customary trade tolerances in dimensions, colour and surface finish, and quantity deviations of up to ±10% for custom-made products, are reserved.

§ 8 Notice of defects and statutory defect rights

(1) Inspection of the goods and notification of defects are governed by the applicable Croatian law on business sale contracts. The Buyer must inspect the goods as soon as possible in the ordinary course of business and report apparent defects without delay; hidden defects must be reported without delay after discovery. For documentation purposes, we ask for an email describing the defect. The statutory requirements and consequences of failing to give notice, or of giving late notice, remain decisive.

(2) The duration of liability for defects in the goods and the time limits for exercising the relevant rights are governed by the applicable Croatian statutory provisions, including any extensions following rectification of a defect.

(3) If the goods are defective, the Buyer has the statutory rights. The conditions and order of repair or replacement, price reduction and termination of the contract are governed by the applicable Croatian law. Section 9 applies to damages; mandatory claims remain unaffected.

(4) No liability for defects applies where the defects result from improper installation, exceeding the stated operating limits, unsuitable media, alteration of the goods or normal wear. Normal wear arising from use is not a defect in the goods. This provision does not exclude claims relating to a defect that already existed when risk passed.

§ 9 Liability

(1) The Seller’s liability is unlimited in cases of intent or gross negligence, culpable injury to life, body or health, and under mandatory product-liability provisions. Any other liability that may not lawfully be excluded or limited also remains unaffected.

(2) Where section 9(1) does not apply and a limitation is permitted by law, liability for ordinary negligence is limited to loss that is typical of the contract and foreseeable when the contract is concluded. No limit to the net order value is agreed. Foreseeable loss of profit and foreseeable consequential loss are not excluded merely because of their nature.

(3) Where the Seller’s liability is excluded or limited, the same applies to the personal liability of its employees and persons acting on its behalf in performing its obligations.

§ 10 Samples and custom-made products

(1) Samples are for viewing and testing; their characteristics form part of the agreed product specification only if expressly confirmed in writing.

(2) There is no voluntary right of return or exchange for non-defective custom-made products manufactured to the Buyer’s drawing or specification. Statutory rights relating to defects remain unaffected. The Buyer shall indemnify the Seller against third-party claims arising from infringement of intellectual property rights through the Buyer’s specifications.

§ 11 Intellectual property

The Seller’s texts, drawings, photographs, datasheets and other documents remain its intellectual property and may not be reproduced or made available to third parties without written consent.

§ 12 Final provisions

(1) The law of the Republic of Croatia applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory applicable provisions remain unaffected.

(2) Insofar as a valid jurisdiction agreement is permitted, the courts in Varaždin, Croatia, with jurisdiction over the subject matter shall have exclusive jurisdiction over disputes arising from the business relationship. Mandatory statutory jurisdiction remains unaffected.

(3) The contract language is German or English. If an individual provision of these terms is invalid, the remaining provisions remain effective; the applicable statutory provision replaces the invalid provision.