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Spiroflex d.o.o.
Ljudevita Gaja 7
35 208 Ruščica
Hrvatska
Telefon: +385 35 212 432
e-mail: info@spiroflex.hr
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1. Scope
These General Terms and Conditions (“GTC”) apply to all quotations, offers, contracts, deliveries, and services provided by Spiroflex d.o.o., including future transactions, unless otherwise agreed in writing.
These GTC apply exclusively to business customers (B2B). Deviating terms of the Purchaser shall not apply, even if we do not expressly object to them.
Individual agreements, specific contracts, or written amendments shall take precedence over these General Terms and Conditions. Any terms not explicitly covered by such individual agreements shall be governed by these General Terms and Conditions.
2. Offers and Orders
All offers are non-binding until confirmed by Spiroflex in writing (including by e-mail). A contract is concluded only upon written order confirmation.
The Purchaser must verify all details in Spiroflex’s order confirmation without delay. Any
discrepancies must be reported immediately in writing. If no objection is received, the confirmation shall be deemed correct and binding. Verbal agreements or changes shall only be binding if confirmed in writing by Spiroflex.
Drawings, catalogues, and technical data are non-binding unless explicitly confirmed as contractual specifications.
3. Prices and Payment
All prices are EXW Ruščica, Croatia, excluding VAT, packing, and transport, unless otherwise agreed. Payments shall be made without deductions to the account specified by Spiroflex. The Purchaser may offset or withhold payments only against claims that are undisputed or legally established.
4. Delivery and Passing of Risk
Delivery dates confirmed by Spiroflex in the order confirmation are binding. Meeting these dates
depends on the Purchaser fulfilling all necessary obligations on time, such as providing required documents, approvals, and payments. Spiroflex shall not be liable for delays caused by its suppliers, provided that Spiroflex has exercised due care in the procurement process.
If delivery is delayed due to force majeure or other circumstances beyond Spiroflex’s control (such as supply chain disruption, energy shortage, or strikes), the delivery period will be extended accordingly.
Delivery is considered completed when the goods are handed over to the carrier, and the risk
passes to the Purchaser at that moment. Partial deliveries are permitted.
5. Retention of Title
The goods remain the property of Spiroflex until full payment of all claims arising from the business
relationship. The Purchaser must handle the goods with care and insure them against fire, theft, and damage at its own expense.
6. Inspection and Notice of Defects
The Purchaser must inspect all goods immediately upon receipt. Any visible defects must be
reported to Spiroflex in writing without undue delay, and hidden defects immediately after discovery. If the Purchaser fails to notify within this short period, the goods shall be deemed accepted.
Such acceptance shall also apply to quantity deviations or incorrect deliveries, unless notified
immediately.
7. Warranty
Spiroflex warrants that the supplied products are free from defects in material and workmanship and conform to agreed specifications for a period of eighteen (18) months from shipment or twelve (12) months from installation, whichever occurs first. This warranty covers only the bellows component manufactured by Spiroflex. The warranty does not apply to defects caused by:
- improper handling, installation, or operation outside design limits (pressure, temperature, cycles, medium)
- chemical attack, corrosion, vibration, or external influences
- modifications or repairs performed without written consent from Spiroflex.
Spiroflex shall, at its discretion, repair or replace the defective product. The warranty explicitly excludes costs for disassembly, reinstallation, transport, freight, or production downtime, and any indirect or consequential losses. The total liability of Spiroflex under this warranty or otherwise in connection with the supply shall not exceed the net value of the defective product.
8. Limitation of Liability
Spiroflex shall be liable only for damage caused by intent or gross negligence. For ordinary
negligence, liability is limited to foreseeable, typical damages resulting from a breach of essential contractual obligations.
In no case shall Spiroflex be liable for:
- indirect, consequential, or financial losses (including loss of production, profit, or use)
- claims for damages exceeding the value of the goods delivered.
The above exclusions do not apply in cases of injury to life, body, or health, or liability under the Croatian Product Liability Act.
9. Limitation Period
Claims for defects shall expire one (1) year after delivery of the goods, unless mandatory law
provides otherwise.
10. Force Majeure
Spiroflex shall not be liable for any delay or non-performance resulting from causes beyond its
reasonable control, including natural disasters, war, embargoes, strikes, or shortages of materials or energy. In such cases, the delivery period shall be extended, or the parties may withdraw from the contract without compensation.
11. Intellectual Property and Confidentiality
All drawings, documents, and know-how provided by Spiroflex remain its property and may not be reproduced or disclosed to third parties without written consent. The Purchaser shall treat all non-public business or technical information as confidential.
12. Governing Law and Jurisdiction
These Terms and all contracts between Spiroflex and the Purchaser shall be governed by Croatian
law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of performance and jurisdiction for all disputes shall be Slavonski Brod, Croatia.
13. Final Provisions
Any amendments or deviations from these GTC must be made in writing. If any provision of these GTC is found invalid, the remaining provisions remain in force. The English version of these Terms shall prevail in case of translation discrepancies.