General Terms of Delivery and Payment – ZAH d.o.o.
Effective from: March 2025
1. Scope
These Terms and Conditions of Sale apply to all entrepreneurs, legal entities under public law, and special public law funds. Our deliveries and services are provided exclusively on the basis of the conditions stated below. Any terms and conditions of the Buyer that we have not expressly accepted shall not apply.
2. Offers and Conclusion of Contracts
2.1. Our offers are subject to change and non-binding unless expressly designated as binding in written form. Declarations of acceptance by the Buyer, insofar as they constitute offers under the Law on Internal Trade of the Federation of Bosnia and Herzegovina (“Official Gazette of FBiH”, No. 87/2024), shall become binding only upon our written confirmation. We will endeavor to accept the Buyer’s orders within 7 days from receipt of the order.
2.2. We retain unrestricted ownership rights and copyrights to cost estimates, drawings, and other documents; these may not be made available to third parties. Drawings and other documents forming part of offers shall be returned immediately upon request if the order is not placed with us.
2.3. Information and illustrations contained in brochures and catalogues represent approximate values customary in the industry unless expressly designated as binding.
3. Long-Term Contracts and Call-Off Contracts / Price Adjustment
3.1. Contracts concluded for an indefinite period may be terminated with a notice period of 3 months.
3.2. For long-term contracts (contracts exceeding 12 months and contracts for an indefinite period), in the event of significant changes in labor, material, or energy costs, each contractual party shall have the right to request an appropriate price adjustment taking these factors into account.
3.3. If no binding order quantity has been agreed, our calculation shall be based on the non-binding order quantity (target quantity) expected by the contractual partner for a specified period. If the Partner accepts a quantity lower than the target quantity, we shall be entitled to reasonably increase the unit price. If the Partner accepts a quantity exceeding the target quantity, we shall reasonably reduce the unit price, provided that the Partner announced the additional required quantity at least 2 months prior to delivery.
3.4. For call-off contracts, unless otherwise agreed, binding quantities must be communicated upon request at least 3 months prior to the delivery date. Additional costs resulting from delayed requests or subsequent changes to orders regarding time or quantity made by our contractual partner shall be borne by the latter, and our calculations shall be decisive in this regard.
4. Confidentiality
4.1. Each contractual party shall use all documentation (including samples, models, and data) and knowledge obtained within the framework of this business relationship solely for the jointly agreed purposes and shall keep such documentation and knowledge confidential, exercising the same degree of care as for its own comparable documentation and knowledge, where the other contractual party identifies such documentation and knowledge as confidential or has an evident interest in maintaining confidentiality.
4.2. This obligation shall commence from the moment the documentation or knowledge is first obtained and shall expire 36 months after termination of the business relationship.
4.3. This obligation shall not apply to documents and knowledge that are generally known or were already known to the contractual partner upon receipt without any confidentiality obligation, or which are subsequently disclosed by a third party authorized to do so, or developed independently by the recipient without using confidential documents or knowledge of the other contractual partner.
5. Samples and Production Equipment
5.1. Unless otherwise agreed, the costs of producing samples and production equipment (tools, molds, templates, etc.) shall be invoiced separately from the delivered goods. This also applies to production equipment that must be replaced due to wear and tear. Payment shall be due upon dispatch of the initial sample or, if no sample is requested, within 14 days without deduction.
5.2. We shall bear the costs of maintenance and proper storage, as well as the risk of damage or destruction of the production equipment, during its accounting useful life. The Buyer shall bear the costs of requested modifications and replacement of tools.
5.3. If the Buyer suspends or terminates cooperation during the production of samples or production equipment, all production costs incurred up to that point shall be charged to the Buyer.
5.4. Production equipment shall remain our property, even if paid for by the Buyer, at least until completion of the delivery contract. The Buyer shall subsequently have the right to reclaim the production equipment if an amicable agreement regarding the handover date has been reached and the Buyer has fully complied with its contractual obligations. Furthermore, the manufacturer’s technical know-how incorporated into the equipment must be appropriately compensated, together with the full value of the equipment.
5.5. We shall store production equipment free of charge for three years following the last delivery to the Buyer. Thereafter, we shall request written instructions from the Buyer within 6 weeks regarding further use of the equipment. Our obligation to store the equipment shall cease if no statement is provided within 6 weeks or no new order is placed.
5.6. We may use production equipment related to the Buyer for deliveries to third parties only with the Buyer’s prior written consent.
6. Prices
6.1. Unless otherwise agreed, prices shall apply ex works, excluding freight, postage, and insurance costs. These costs shall be invoiced separately.
6.2. VAT shall be added to the price at the statutory rate.
7. Terms of Payment
7.1 All invoices are payable without deduction within 30 days from the invoice date. Discounts require a separate written agreement.
7.2. If it is undisputed that we have delivered partially defective goods, the Buyer shall nevertheless be obliged to pay for the defect-free portion unless the partial delivery is of no interest to the Buyer.
7.3. In the event of late payment, we shall be entitled to charge default interest at the rate charged to us by the bank for overdrafts or short-term loans.
7.4. In the event of delayed payment, we may, after providing written notice to the Buyer, suspend the performance of our obligations until payment has been received.
7.5. If, after conclusion of the contract, it becomes evident that our claim for payment is jeopardized due to the Buyer’s inability to pay, we may refuse performance and set a reasonable deadline within which the Buyer must make payment against delivery or provide security. In the event of refusal by the Buyer or expiration of the deadline without success, we shall be entitled to withdraw from the contract and claim damages.
8. Delivery
8.1. Delivery periods are generally non-binding and approximate. In case of doubt, the delivery period shall commence upon dispatch of the order confirmation by us. In order to comply with delivery deadlines, the Buyer must timely provide all required documentation, all necessary approvals and releases must be received in due time, and the Buyer must fulfill all contractual obligations, especially agreed payment terms. If these requirements are not fulfilled in time, the delivery period shall be extended accordingly. This shall not apply if we are responsible for the delay.
8.2. Unless otherwise agreed, deliveries shall be made “ex works.” Notification of readiness for dispatch or collection by us shall be decisive for compliance with the delivery date or delivery period.
8.3 Partial deliveries shall be permitted to a reasonable extent and shall be invoiced separately.
8.4. Overdeliveries or underdeliveries related to production shall be permitted up to 30% of the total order quantity. The total price shall be adjusted accordingly.
8.5. In cases of force majeure and any other events beyond our control and influence, such as natural disasters, mobilization, war, riots, strikes and lockouts, official import and export restrictions, unforeseen production or delivery obstacles — whether at our premises or those of our subcontractors — the delivery period shall be reasonably extended. We shall inform the Buyer of the commencement and end of such circumstances as soon as possible.
8.6. If a delay occurs and thereby causes loss to the Buyer, the Buyer shall be entitled to claim lump-sum compensation for delay amounting to 0.5% of the value of the part of the total production that cannot be used on time or in accordance with the contract for each full week of delay, up to a maximum of 5% of such value.
8.7. Any claims for damages by the Buyer due to delayed delivery and compensation in lieu of performance exceeding the limits specified in Clause 8.6 are excluded in all cases of delayed delivery, even after expiration of any delivery period granted to us. This shall not apply in cases of mandatory liability for intent, gross negligence, or injury to life, body, or health. The Buyer may withdraw from the Contract only within the framework of statutory provisions insofar as the delay in delivery is attributable to us.
8.8. Upon our request, the Buyer undertakes to inform us within a reasonable period whether it intends to withdraw from the Contract due to delay or continues to require delivery.
9. Shipment and Transfer of Risk
9.1. Goods declared ready for shipment shall be accepted by the Buyer without delay. Otherwise, we shall be entitled, at our sole discretion, to dispatch or store the goods at the Buyer’s expense and risk.
9.2. In the absence of any special arrangements, we shall select the means of transport and the transportation route.
9.3. Risk shall pass to the Buyer once the goods have been handed over to the railway company, freight forwarder, or carrier, or upon storage of the goods, but no later than upon leaving the factory or warehouse, even if we have undertaken delivery ourselves.
10. Retention of Title
10.1. We retain title to the delivered goods until full settlement of all claims arising from the business relationship with the Buyer.
10.2. The Buyer shall be entitled to resell the goods in the ordinary course of business as long as all obligations arising from the business relationship with us are fulfilled in a timely manner. However, the Buyer may neither pledge the goods subject to retention of title nor use them as security. The Buyer shall be obliged to safeguard our rights in the event of resale of the goods on credit to which retention of title applies.
10.3. In the event of a breach of obligations by the Partner, particularly in the case of delayed payment, we shall be entitled to withdraw from the contract and reclaim the goods after the unsuccessful expiration of a reasonable period granted to the Buyer; statutory provisions regarding the necessity of setting such a period shall remain unaffected. The Buyer shall be obliged to surrender the goods.
10.4. The Buyer hereby assigns to us, as security, all claims and rights arising from the sale or, where applicable, the authorized rental of goods to which we retain title. We hereby accept such assignment.
10.5. Any processing or transformation of goods subject to retention of title shall always be carried out by the Buyer on our behalf. If goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the other processed or mixed items at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable goods into a single object and the other item is regarded as the principal object, the Buyer shall transfer proportional co-ownership to us to the extent that the principal object belongs to the Buyer. The Buyer shall hold ownership or co-ownership on our behalf. In all other respects, the same shall apply to items resulting from processing, combination, or mixing as applies to reserved goods.
10.6. The Buyer must immediately notify us of any enforcement measures taken by third parties against the reserved goods, claims assigned to us, or other securities, by submitting the documents required for intervention. This shall also apply to disturbances of any other kind.
10.7. If the value of the existing securities exceeds the total secured claims by more than 20%, we shall, at the Buyer’s request, release securities of our choice accordingly.
11. Warranty and Liability
11.1 The condition of the goods shall be defined exclusively by the agreed technical delivery specifications. In the event that we carry out deliveries in accordance with drawings, specifications, models, etc. provided by our contractual partner, the latter shall bear the risk of suitability for the intended purpose. The point in time at which the risk is transferred shall be decisive in determining whether the condition of the goods complies with the contract.
11.2. We shall not be liable for material defects caused by unsuitable or improper use, faulty installation or commissioning by the Buyer or third parties, normal wear and tear, improper or negligent handling, nor for the consequences of inappropriate modifications and alterations made without our consent or maintenance work performed by the Buyer or third parties. The same shall apply to defects that only insignificantly reduce the value or suitability of the item.
11.3. The Buyer shall be obliged to fulfill its obligation to inspect the goods and submit complaints in accordance with the Law on Internal Trade of the Federation of Bosnia and Herzegovina (“Official Gazette of FBiH”, No. 87/2024) as a prerequisite for any claims based on defects. The Buyer must inspect the delivery for any defects immediately or no later than one week after receipt and notify us upon discovery of any defects. If a defect attributable to us exists, we shall have the right to choose whether to remedy the defect or replace the goods. Within the scope of supplementary performance, we shall be obliged to reimburse the Buyer for the costs necessary to remove the defective goods and to install or fit the repaired or subsequently delivered replacement goods. Reimbursement of costs shall be excluded if the costs increase because the goods have been taken to another location after our delivery, unless such relocation corresponds to the intended use of the goods. This shall apply accordingly to claims for reimbursement of expenses by the Buyer in accordance with the Law on Internal Trade of the Federation of Bosnia and Herzegovina (“Official Gazette of FBiH”, No. 87/2024), provided that the final contract within the supply chain is not a consumer goods purchase. If one or both types of supplementary performance prove impossible or unreasonable, we shall have the right to refuse them. As long as the Buyer fails to fulfill payment obligations to the extent corresponding to the defect-free portion of the performance, we shall be entitled to refuse supplementary performance.
11.4. If repair or replacement delivery is not carried out within a reasonable period — taking into account our delivery capabilities — or if repair and/or replacement delivery fails, the Buyer may request a reduction of the purchase price or withdraw from the contract.
11.5. Unless otherwise provided below (Paragraph 7), any further claims by the Buyer, regardless of their legal basis (in particular claims arising from breaches of primary or secondary contractual obligations, reimbursement of expenses except those pursuant to the Law on Internal Trade of the Federation of Bosnia and Herzegovina (“Official Gazette of FBiH”, No. 87/2024), other unlawful acts, or any other legal grounds), shall be excluded. This particularly applies to damages not incurred on the delivered item itself and to claims for lost profits. Claims not arising from defects in the purchased item are likewise excluded.
11.6. The foregoing provisions shall also apply in the event of delivery of a different item or a lesser quantity.
11.7. The exclusion of liability set forth in Paragraph 5 shall not apply where liability for damages arising from injury to life, body, or health has been excluded or limited, and such injury has been caused by intentional or grossly negligent breach of duty by the user; nor shall the exclusion of liability apply where liability for other damages has been excluded or limited, and such damages were caused by a breach of duty by the legal representative or agent of the user. In the event that we culpably breach a contractual or material obligation, liability shall not be excluded but shall instead be limited to foreseeable damages typical for the contract; otherwise, liability shall be excluded in accordance with Paragraph 5. Furthermore, the exclusion of liability shall not apply where liability exists under product liability law for personal injury or property damage to items used for private purposes. It shall also not apply in the event of the assumption of a guarantee or assurance of a specific characteristic, if the defect covered thereby gives rise to our liability. The foregoing shall also apply to reimbursement of expenses.
11.8. Claims for supplementary performance, damages, and reimbursement of expenses shall become time-barred one year after delivery of the purchased item. This shall not apply to objects that have been used for their customary purpose in construction and which have caused their defectiveness; in such cases, claims shall become time-barred only after five years. Claims for price reduction and the exercise of the right to withdraw from the contract shall be excluded if the claim for supplementary performance has become time-barred. However, the Buyer may refuse payment of the purchase price in the case of Clause 3 to the extent that the Buyer would have been entitled to do so based on withdrawal or reduction. In the event of exclusion of withdrawal and subsequent refusal of payment, we shall be entitled to withdraw from the contract.
12. Place of Performance, Jurisdiction, and Applicable Law
12.1. The place of performance shall be our registered place of business.
12.2. If the Buyer is a merchant, legal entity under public law, or a special public law fund, our registered place of business shall have jurisdiction for all disputes arising from the contractual relationship. We shall also be entitled to initiate legal proceedings at the Buyer’s registered office.
12.3. The laws of Bosnia and Herzegovina shall apply, excluding the rules on conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).