General Terms of Sale and Supply of ALTPRO d.o.o.

I PREAMBLE
Please read these Terms carefully, as they set out our and your legal rights and obligatons in
relaton to the Products that we sell. Customer shall be deemed to have full knowledge of the
terms and conditons herein and such terms and conditons shall be binding to the contractual
relatonship between the Customer and the Company.


II DEFINITIONS AND INTERPRETATION
In these Terms:
„Company “means Altpro d.o.o.;
"Customer" means the customer for the Products identfed on the online order form or
purchase order or other order form submited to Company;
"Force Majeure Event" means an external event arisen before maturity of an obligaton, which
could not have been foreseen at the tme of contract conclusion, nor could any of the partes
prevent, avoid or eliminate it, and which is responsibility of none of the partes;
"Intellectual Property Rights" means all intellectual property rights wherever in the world,
whether registrable or unregistrable, registered or unregistered, including any applicaton or
right of applicaton for such rights (and the "intellectual property rights" referred to above
include industrial property rights, copyright and related rights, moral rights, database rights,
confdental informaton, trade secrets, know-how, business names, trade names, domain
names, trademarks, service marks, passing of rights, sofware, unfair competton rights,
patents, pety patents, utlity models, semi-conductor topography rights and rights in designs);
"Products" means the products that are or may be purchased by the Customer from Company
under these Terms;
"Terms" means these terms of sale and supply;
"Site" means the place of the installaton of the Products.


III GENERAL
1. These Terms are applicable to all deliveries, services and ofers of Company. These Terms
shall prevail over any terms and conditons of Customers’ orders to which Company has not
given express writen approval or to the extent of any inconsistency.
2. All agreements and legally relevant declaratons of the partes to the contract (“Contract”)
must be in writng to be valid.
3. The Contract between the partes is deemed concluded when Company confrms its
acceptance in writng, whereas, in case of distributon agreement, a distributon agreement
is deemed concluded when the partes sign the same.
4. The applicaton of the Customer’s general terms and conditons of business is hereby
repudiated. Any possible mistakes contained in sales prospects, price lists or other
documentaton may be rectfed by us without incurring any responsibility for damages
arising from such mistakes.


IV ORDERS AND OFFERS
1. All orders for Products placed by the Customer must be submited either by mail
(sales@altpro.hr), fax (00385 1 3666 078) or by registered mail with the confrmaton of
receipt sent to the seat of the Company.
2. All orders for Products placed by the Customer are subject to acceptance by the Company,
and no order will be deemed to have been accepted by Company unless such acceptance
has been confrmed in writng by an authorised representatve of Company to the
Customer, either by e-mail, fax or by registered mail with the confrmaton of receipt sent
to the seat of the Customer, using the communicaton details as made available by the
Customer to the Company.
3. Company may reject any order placed by the Customer if there is an insufcient supply of
Products which prevents Company from being able to fulfl such order.
4. Company will not be bound by any terms of business atached to the Customer's order and,
unless those terms of business are expressly agreed by an authorised representatve of
Company, the Customer agrees that those terms are excluded.
5. Drawings, illustratons, dimensions, weights and other supply specifcatons are only
binding if this is expressly agreed in writng. Drawings and documents enclosed with a
quotaton are only for the personal use of the recipient and may neither be duplicated nor
made accessible to third partes without our express consent.
6. The prices on our price list are subject to change at any tme without prior notce if
economic changes make this necessity. The prices which apply are those specifed in our
order acknowledgement, which are subject to VAT (value added tax) at the current rate.
Additonal goods and services will be invoiced separately.
7. Quotatons containing obvious errors in content, printng, calculaton, arithmetc or spelling
are not binding on us and will give rise to no claim either to performance or damages.
8. The Customer shall be responsible to the Company for ensuring the accuracy of the terms
of any Order (including any applicable specifcaton).


V DRAWINGS,TECHNICAL DOCUMENTATION AND TOOLS
1. Unless otherwise agreed upon, informaton provided in brochures, catalogues or the
Internet are not binding. Data provided for in technical documents are only binding in so
far as having been expressively stpulated as such by the Company.
2. Each party to the Contract retains all rights to technical documents provided to the other.
The party receiving such documents recognises these rights and shall not make these
documents available to any third party, either in whole or in part, nor use them for
purposes other than those for which they were handed over without the prior writen
consent of the other party.
3. Where any design or specifcaton has been supplied by the Customer for manufacture by
or to the order of Company then the Customer warrants that the use of those designs or
specifcatons by Company do not infringe the rights of any third party and the Customer
will indemnify Company against all claims and actons arising out of the use by Company of
those designs or specifcatons.
4. Tools and moulding tools of all kinds remain in all cases the property of Company with
excepton of those provided by the Customer.


VI REGULATIONS IN FORCE IN THE COUNTRY OF DESTINATION AND SAFETY DEVICES
1. The Customer shall, on or before placing the order, draw the atenton of Company to the
standards and regulatons applicable to the executon of the Products and services and to
their operaton.
2. Unless otherwise agreed upon, the Products and services shall comply with those standards
and regulatons at the place of business of the Customer of which Company has been
informed under the clause above.


VII PRICES
1. Prices are in Euro or Kuna and exclude packing, postage, freight as well as value-added tax
under the statutes in force on the day of invoicing all of which the Customer shall bear.
2. Prices do not include taxes, customs dutes or similar charges that could arise inside or
outside of the Republic of Croata as a result of the conclusion or executon of the Contract.
In case we are debited with such charges we shall be enttled to claim the same from the
Customer.
3. If following conclusion of the Contract considerable cost increases or decreases take place
without our infuence and which were not foreseeable, partcularly by reason of tarif
agreements or material price changes we reserve the right to change our prices in the same
proporton. We shall provide evidence of these to the Customer upon request. If this higher
price exceeds the agreed price by 20% or more, the Customer shall be enttled to withdraw
from the Contract. To assert this right the Customer shall be obliged to declare the
withdrawal without undue delay.


VIII PAYMENTS
1. All invoices issued by the Company shall be paid by the Customer according to the terms
ofered in the Ofer and stated on the Invoice, unless otherwise agreed in writng between
the Company and the Customer. In the event of late payment, the Company may charge
interest on the amount outstanding at the rate prescribed by the Croatan law for the
outstanding period in force from the due date untl the date of payment. In additon,
besides all other rights the Company retains in case of delay in payment of the Company's
invoice by the Customer, the Company is enttled to charge the Customer with a special
surcharge prescribed by the Croatan regulaton applicable at the tme of imposing such
surcharge.
2. If any amount of an invoice is disputed, the Customer shall inform the Company of the
grounds for such dispute within seven days of delivery of the Products and shall pay to the
Company the value of the invoice in accordance with the payment terms. Once setlement
of the dispute has been agreed, any disputed sum then outstanding shall be payable in the
period of 30 days.
3. The Company reserves the right to increase a quoted fee in the event that the Customer
requests a variaton to the work agreed. If the Customer does not agree with the cost of
the requested variaton, work is to be contnued as agreed in the inital Contract.


IX CANCELLATION
In view of the nature of the goods and services, any order – once confrmed by the Company –
is not cancellable. Cancellaton of the Order by the Customer will only be accepted on conditon
that any costs, charges and expenses already incurred, including any charges that will be levied
by a sub-contractor on account of their expenses, work or cancellaton conditons will be
reimbursed to the Company forthwith. In additon, the Company may request the payment of
the opportunity cost incurred as a result of the lost proft.


X DELIVERY & INSTALLATION
1. Unless otherwise agreed in writng, Products shall be delivered EXW - ex Works (Incoterms
2010).
2. Partal delivery/performance of Products ordered is permissible. Where the Products are
to be delivered/performed in instalments as agreed by the Partes, each
delivery/performance shall consttute a separate contract and failure by the Company to
deliver/perform any one or more of the instalments in accordance with these Terms or any
claim by the Customer in respect of any one or more instalments shall not enttle the
Customer to treat the Contract as a whole as repudiated.
3. Where in relaton to the delivery/provision of Products, works need to be performed by
Company at a Site, the Customer shall at its own costs and expense, take all necessary
measures, to prepare the Site and ensure that the Site is suitable and ready for the
commencement of the works. The Customer is responsible for all things related to the Site
and shall supply the Company with such labour, informaton, facilites, equipment and any
other materials and tools which the Company requires for the delivery/provision of the
Products, informaton relatng to the Site and all auxiliary services required by the Company
which are relevant for the purposes of the delivery/provision of the Products.
4. The Customer shall provide to the Company and its subcontractor’s personnel assistance
for obtaining visas, work and residental permits to the extent required for the carrying out
of the works at the Site as well as with regard to any permits required for leaving the
country.
5. Where the acceptance of Products is required by the Customer:
5.1 The Customer shall perform Factory acceptance test – FAT within two weeks from the
date that the Customer receives the Company's declaraton that the Products are ready
for acceptance. Upon performing FAT, the Customer shall have two weeks to declare
its acceptance of the Products. FAT will be performed in the Company; other conditons
will be agreed upon separately.
5.2 The Customer will be deemed to have accepted the Products if (a) the Products are put
in use by the Customer for commercial purposes or for other purposes other than for
testng; (b) it fails to respond to the Company’s declaraton for readiness for
acceptance within 2 weeks from the declaraton; or (c) it fails to accept the Products
within the two (2) weeks period from the FAT without providing any writen reasons
or specifc details of such refusal.
5.3 The Customer shall not be enttled to withhold acceptance for (a) defects which do not
materially afect the usage of the Products; (b) minor deviatons defciencies which do
not materially afect the functoning of the Products; (c) defectve installaton or
erecton not carried out by the Company; or (d) reasons which are not within the
reasonable control of the Company.
5.4 Any costs and expenses related to the inspecton and/or acceptance of the Products
shall be borne by the Customer.
5.5 The Delivery Date(s)/readiness of the Company may be extended/, at the Company’s
discreton and by writen notfcaton to the Customer, by such further periods as may
reasonably refect any delay which will or may be or has been caused by any of the
following events:
5.5.1 Force Majeure, as provided in Clause 2
5.5.2 Any suspension of the Contract
5.5.3 Any breach of Contract by the Customer
5.5.4 Any other circumstances where the Company is enttled under law to have an
extension of tme.
6. Where the Customer does not require the acceptance of Products to be performed, it is
deemed that the Customer accepted the Products upon placement of the Order.
7. The Company shall not be liable for any delays due to an act or omission of the Customer
(including but not limited to any failure of the Customer to comply with any of its
obligatons under the Contract (“Customer’s Default”)). Where there is a Customer’s
Default, the Company shall be enttled to claim such increase in costs incurred by the
Company as a result of the Customer’s Default.
8. The Company will remedy for any Products or any part thereof that has been wrongly
delivered/performed or over supplied.
9. If the Customer is in default with delivery due date, the Customer is obliged to pay the
Company storage charges of 0.5% per month of the price of the goods purchased, however,
a maximum of 5%, beginning one month afer notfcaton of readiness for delivery. The
contractual partes shall have the right to verify and to claim that storage costs were higher
or lower. We reserve all further claims and rights available to us.
10. If the Customer culpably breaches other dutes of cooperaton, we are enttled to claim
compensaton for the damages we have sufered in this respect, including any extra costs.
We reserve all further claims and rights.


XI TITLE AND RISK
1. Unless otherwise agreed in writng between the Partes, risk of damage to or loss of the
Products shall pass to the Customer according to the agreed Incoterms parity.
2. Notwithstanding delivery and the passing of risk in the Products, or any other provision of
these Terms, ttle in the Products shall not pass to the Customer untl the Company has
received in cleared funds payment in full of the price of the Products and all other goods
agreed to be sold by the Company to the Customer for which payment is then due.
3. Untl such tme as ttle in the Products passes to the Customer, upon maturity of payment,
the Company shall be enttled at any tme to require the Customer to deliver up the
Products to the Company and, if the Customer fails to do so forthwith, to enter upon any
premises of the Customer or any third party (whose cooperaton the Customer hereby
undertakes to procure) where the Products are stored and repossess the Products. Untl
such tme as in accordance with this provision the ttle passes to the Customer, the Products
shall not be pledged or given as security or resold by the Customer and the Customer
undertakes to store the Products in its premises separately from its own goods or those of
any other person and in a manner which makes them readily identfable as the Company's
Products.
4. The Customer shall reimburse the Company for any expenses and costs to the Company in
recovering any Products arising from any non-compliance by the Customer with the terms
of clause 3.


XII INSPECTION AND TAKING-OVER OF THE PRODUCTS AND SERVICES
1. According to its own practces, Company shall inspect the Products before dispatch. If the
Customer requests additonal testng outside of Company established procedures for
Product quality control, this has to be specially agreed upon and paid for by the Customer.
2. The Customer shall inspect the Products and services including partal Products and partal
services within a reasonable period upon taking over the risk (according to agreed
Incoterms parity) and shall immediately notfy the Company in writng of any defciencies.
If the Customer fails to notfy Company of any visible defciencies within 7 days afer the
delivery of Products and services to the Customer, the Products and services including
partal Products and partal services shall be deemed to have been taken over or accepted
by the Customer.
3. During the six month period afer taking over of the Products any claim to the Company
which is based on any hidden defect of the Products (whether or not delivery is refused by
the Customer and where the defect or failure was not apparent on reasonable inspecton)
be notfed to the Company immediately afer discovery of the alleged defect or failure. In
the notce of defect, the Customer shall describe in detail a defciency in queston as well
as to invite the Company to inspect the Product.
4. Having been notfed of defciencies the Company shall as soon as possible remedy them,
and the Customer shall provide such cooperaton and assistance to enable the Company to
remedy the defciencies. Afer remedy of such defciencies, a taking-over test may be
carried out at the request of the Customer or of the Company. Afer acceptance or deemed
acceptance of the Products and services, the Customer shall not be enttled to reject the
Products and services which are not in accordance with the Contract.


XIII WARRANTIES
1. The Company warrants that it will perform the works where required with reasonable care
and skill and that the Products will correspond with their specifcaton at the tme of
delivery (transfer of risk) and will be free from defects in material and workmanship under
normal use and service for a period of twenty four (24) months (“Warranty Period”) from
the date of delivery (transfer of risk) of the Products, unless the period is otherwise agreed
in writng. In case the date of delivery exceeds one month from the agreed delivery date,
and the Customer is informed that the Products are ready for delivery, it is deemed that
the Warranty Period commenced to run with the frst month from the notce that the
Products are ready for delivery.
2. If the Products are repaired or replaced during the Warranty Period, the period of Warranty
for replacements and major repairs shall be the same (24 months) as per the original
Product which was replaced. In case of minor repairs, the warranty period will be extended
for the period of tme during which the Product was being repaired.
3. The Company shall be under no liability under Clause 1 and 2 whatsoever:
3.1. in respect of any defect in the Products arising from any drawing, design or
specifcaton supplied by the Customer;
3.2. in respect of any defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditons, failure to follow the Company’s instructons (whether
oral or in writng), misuse or alteraton or repair of the Products without the Company’s
approval or improper or inadequate maintenance by the Customer;
3.3. In respect of minor deviatons from the drawings, design or specifcatons supplied by
the Company which do not materially afect the commercial use of the Products;
3.4. If the Products have been used in a manner or under a circumstance or for a purpose
not reasonably to be inferred by the Company or disclosed to the Company prior to
making the Contract;
3.5. If the total price for the Products has not been paid by the due date for payment (in
that case warranty period contnues but it is not possible to claim it);
3.6. If the Customer permits persons other than the authorised representatve of the
Company to efect any replacement of parts, maintenance adjustments or repairs to
the Products;
4. Save for the warrantes specifed in Clause 1, all other warrantes, conditons or other terms
implied by statute or law are excluded to the fullest extent permited by law. The Company
specifcally disclaims the implied warrantes of merchantability and ftness for a partcular
purpose.
5. Where any valid claim in respect of any of the Products which is based on any defect regular
functoning is notfed to the Company during the Warranty Period and in accordance with
these Terms, the Company’s sole liability shall be to repair the Products or replace the
Products (or the part in queston) free of charge at the Company’s sole discreton, or refund
to the Customer the price of the defectve Products (or a proportonate part of the price).
6. The beneft of this Warranty shall apply only to the Customer.
7. Unauthorized tampering with the product’s hardware, sofware or any other part of the
product automatcally cancels the product’s warranty.


XIV INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges that:
1. All trademarks, copyright and other intellectual property rights ("Intellectual Property")
embodied in or in connecton with the Products and any related documentaton, parts or
sofware are the sole property of Company or its supplier.
2. All Intellectual Property of Company or its suppliers may only be used by the Customer with
the consent of Company or its suppliers, during the contnuance of any relevant Contract,
and such consent extends only to use essental for the purposes stated in it. Any licensing
of Intellectual Property rights in any sofware Products supplied to the Customer will
immediately cease upon expiry or terminaton of the relevant license agreement that
governs their use.
3. The Customer must not, during or afer the expiry or terminaton of any relevant Contract,
without the prior writen consent of Company or its suppliers, register or use any
trademarks, trade name, domain name, trading style or commercial designaton or design
used by Company or its suppliers in connecton with the Products.
4. The Customer will indemnify Company against all liabilites, damages, costs and expenses
which Company may sufer or incur as a result of work done in accordance with the
Customer's specifcatons or as a result of the combinaton or use of the Products with other
equipment, parts or sofware not supplied by Company, and which results in the
infringement of any Intellectual Property of any person.


XV GOVERNING LAW
These Terms shall be subject to and construed in accordance with the laws of Croata and the
partes hereby submit to the exclusive jurisdicton of the Croatan courts.


XVI PARTIAL INVALIDITY
Should any of the provisions hereof be declared or become void or shall be deemed as illegal or
unenforceable, such void, invalid or unenforceable provision, as the case may be, shall be
immediately replaced by another provision by the Company and such will not infuence the
validity of the entre Terms.


GTSS are valid as of 01.01.2017.