KONČAR – POWER TRANSFORMERS Ltd.

VAT Number: 25930736281

J. Mokrovića 12, 10 090 Zagreb

GENERAL TERMS AND CONDITIONS OF PURCHASE

April 2023 edition.

  1. Scope of Application of the General Terms and Conditions
    1.1 These General Terms and Conditions of Procurement shall apply to all orders and contracts of the company Končar – Power Transformers Ltd., J. Mokrovića 12, Zagreb (hereinafter: “Buyer” or “KPT”) involving purchases of goods and services (hereinafter: “Deliveries”) from suppliers.
    1.2 The KPT General Terms and Conditions of Procurement (hereinafter: “the General Conditions”) shall apply to Purchase Orders made and agreements entered into by KPT with domestic and foreign legal entities and individuals (hereinafter: “the Seller” or “the Supplier”), unless other purchasing procedures and terms and conditions are provided by specific regulations applicable to purchases of certain types of goods and services.
    1.3 Upon acceptance of an Purchase Order or signing of a contract, these General Conditions shall become an integral part of every contract concluded between KPT and the Supplier. No other terms and conditions of the Supplier specified in order confirmations, contracts or invoices thereof, or in any other document shall be valid and acknowledged, unless explicitly confirmed in writing by KPT.
    1.4 If certain provision of the General Conditions is in conflict with the provisions of a contract, the provisions of the contract shall apply.
  2. Proposals/Quotations
    2.1 Any proposal/quotation prepared by the Supplier and provided to KPT for purchases of goods or services shall be considered free of charge. In addition, the Supplier agrees and acknowledges that no participation or costs or expenses thereof arising from the Supplier’s direct participation in a tender procedure or response to an invitation for proposal by KPT shall be reimbursed to the Supplier.
    2.2 KPT has no obligation to make an order merely by reason of having received a proposal/quotation from the Supplier or having invited the Supplier to participate in a tender, or to respond to a request for proposal.
  3. Purchase Order
    3.1 Only written Purchase Orders (hereinafter: PO) that are prepared using formal KPT forms and approved by authorised persons shall be valid and binding for KPT. Any amendments or oral agreements regarding an PO shall be legally binding for KPT only if confirmed in writing by KPT as the ordering party.. The Buyer may also place orders via Electronic Data Interchange (EDI) provided this has been expressly agreed between KPT and the Seller in writing.
    3.2 The Supplier may transfer an PO or a part thereof to third persons (subcontractors) solely with a prior written consent of KPT. In any case, the Supplier shall be responsible for the deliveries and services of its subcontractors as well as for compliance with these General Conditions by the subcontractors at least to the extent applicable to the deliveries and services made by the Supplier.
  4. Purchase Order Confirmation, Supplier’s General Terms and Conditions
    4.1 The Supplier shall within 14 days confirm every PO or modification thereof in writing and specifying the price and delivery date. Otherwise, the Order shall be considered accepted and confirmed by the Supplier under the terms and conditions of KPT, unless rejected in writing by the Supplier within the period specified above. The confirmation shall be sent by e-mail or by post. A purchase order may also be confirmed via Electronic Data Exchange (EDI) provided this has been expressly agreed in writing between KPT and the Seller.
    4.2 KPT reserves the right to cancel an already placed PO without any charge payable to the Supplier if KPT has not received the confirmation within the appropriate period and not later than within fourteen days from the making an order. Cancellation shall be deemed to have been made on a timely basis if sent prior to the confirmation of the order.
    4.3 In the event that the terms of the PO confirmation vary from the PO placed by KPT, the Supplier shall specify clearly any such variation in the PO confirmation. Any such variation shall be binding for KPT only if explicitly accepted in writing. An unconditional acceptance of the goods delivered by Supplier shall not represent an acceptance of any such variation on the part of KPT.
    4.4 Unless accepted in writing, the Supplier’s general business terms and conditions shall not become binding for KPT. If KPT refers in an PO or contract to tender documentation provided by the Supplier, this shall not imply or in any other way constitute an agreement to the Supplier’s general business terms and conditions.
    4.5 The general business terms and conditions of the Supplier or of any of its subcontractors that are enclosed in writing or provided together with any software shall not be binding for KPT without KPT’s written acceptance, even if KPT and/or its partners (e.g. employees, business advisors, customers, etc.) set a conduct that pursuant to those terms constitutes a basis for the conclusion of the contract, or if any already delivered licence card or other software registration cards have been returned to the Supplier.
  5. Product and Quality Assurance Requirements
    5.1 The quality of deliveries of goods and services shall correspond exactly to the specified quality requirements, in particular to the specification under detailed construction rules. If and when PO does not contain any specific quality requirements, the quality of such delivery shall at least correspond with the appropriate trading quality and shall feature the commonly assumed qualities as well as comply with the legal and administrative regulations in effect in the seat of the Supplier and of KPT (in the exact order), in particular with those in connection with Occupational Health and Safety that are applicable to accident prevention, by adhering to the applicable standards and guidelines, taking into account the currently accepted rules of technology and any and all regulations derived therefrom. The standards and drawings specified in the order shall refer to the last issued and at the time of order applicable versions, unless specified otherwise in the underlying PO.
    5.2 If, for the purpose of execution of an order, import, export or other official third-party licences, permits or agreements are required, the Supplier shall obtain them on a timely basis.
    5.3 Any system or deliverable installed by the Supplier shall include the prescribed safety devices and shall be in compliance with the applicable safety requirements (for systems or components thereof specifically those regulations that apply at the place of delivery). In any case, performance shall correspond to the state-of-the-art technology. Specifically, the legislation of the Republic of Croatia, relevant EU regulations and all regulations based thereon shall be complied with (all in their currently effective versions), including the currently effective i.e. applicable Croatian standards, European standards (EN) and international standards and compliance regulations, and similar. Where applicable, installations, systems and products shall bear the designation C or CE as well as contain the appropriate Declaration of Conformity with the regulations of the Republic of Croatia and EU Directives. The Supplier shall notify KPT promptly on any changes in the material, manufacturing process and subcontractor components as well as on any changes in the Declaration of Conformity. In addition, in case of deliveries of systems and devices to be installed by a third party or KPT, the Supplier shall submit other documentation commonly required and necessary for KPT such as installation drawings, technical and safety data sheets, installation instructions, processing instructions, warehousing, operation and maintenance instructions, lists of spare parts and wearing parts, etc. Inscriptions shall be in Croatian and, if required by KPT, other languages. The operating and maintenance rules and instructions shall be delivered always in two copies in the Croatian language as well as in other languages as requested by KPT.
    5.4 KPT may, on the basis of an appropriate notification to the Supplier, inspect the goods and their production, including the quality assurance system as well as the conditions and manner of providing services in the production plants of the Supplier and their subcontractors. If such inspection does not meet the requirements of KPT, the Supplier shall, without any delay, make any such corrections required to achieve the required level of quality at no charge to KPT. The Supplier shall reimburse to KPT any costs of inspection that provides evidence of deficiencies in the quality assurance system or insufficient quality control documentation. The Supplier shall eliminate any deficiencies for which the Supplier is responsible and reimburse to KPT any costs and expenses incurred on this basis.
    5.5 The Supplier shall arrange the work in a manner that will ensure that all the staff, suppliers and other subcontractors thereof comply with applicable legal provisions and regulations governing occupational health and safety, environmental protection, fire protection as well as with all other laws and regulations pertaining to the goods and services they provide. It is desirable for the Supplier to have a comprehensive environmental management system in accordance with ISO 14001 or its equivalent. The Supplier shall take account of the applicable environmental legislation, act in compliance with the legal requirements and common good practice as well as incorporate the environmental protection aspects into its business system.
  6. Delivery Date, Consequences of Delay, Early Delivery, Insolvency of the Supplier
    6.1 KPT shall specify the Delivery Date in the PO by specifying the date up to which the delivery/performance shall be made (in the PO referred to as: “Delivery Date”). Unless expressly agreed otherwise, the delivery term for delivery of goods or performance of services shall commence with the day the PO was placed by KPT (the date of sending of the PO). A deliverable shall be deemed delivered on a timely basis if received at the Delivery Date or two days earlier. If no Delivery Date is specified in the order, the Supplier shall make the delivery/render service immediately.
    6.2 For the purpose of determining the timeliness of a delivery, the relevant point in time is the date of receipt at the agreed place of delivery (in the order form also referred to as the “Consignee’s address”). For deliveries involving erection or installation services the relevant point in time shall be the date of acceptance. If a delay in delivery can be foreseen, the Supplier shall immediately inform KPT thereon, specifying the reasons for the delay as well as the estimated duration of the delay, and obtain from KPT an explicit agreement therewith. In this case, the Delivery Date for the goods or services in question shall be extended only if explicitly approved by KPT in writing.
    6.3 In the event of a delay in the delivery of goods or services, KPT shall be entitled to charge liquidated damages in respect of each commenced calendar day of delay reflecting 0.5 % but not exceeding a total 10 % of the total PO value, to be paid by the Supplier without KPT bearing the burden of proof of any damage actually incurred by KPT and regardless of fault or negligence on the part of the Supplier. KPT reserves the right to claim damages in addition to the payment of the liquidated damages to be effected by the Supplier.
    6.4 In the event of delay, KPT may, in addition to the rights thereof specified in Article 6.3 above, terminate the agreement following the expiry of a reasonable additional period for fulfilment of obligations. This shall apply also if KPT already once has accepted delayed partial delivery without any reservation In the case of a time-sensitive contract, KPT shall not be obliged to grant an additional time-limit for delivery.
    6.5 If during the period of delivery it becomes foreseeable or probable that the Supplier will not be able to make the delivery in a timely and orderly manner, KPT shall be entitled to take any and all measures to prevent the delay in the delivery at the expense and risk of the Supplier.
    6.6 In case of an early delivery KPT reserves the right to reject the delivery or to accept the delivery and charge to the Supplier any costs incurred as a result (e.g. warehousing and insurance costs), and to effect payment in accordance with the agreed delivery date. Until the agreed date, KPT shall only bear the responsibility of a depositary
    6.7 KPT is entitled to terminate the contract as a whole or in part, without prejudice to consequences, if insolvency or liquidation proceedings are opened against the Seller or if the Seller’s ownership structure changes. The Seller is obliged to immediately inform KPT about any such circumstances.
  7. Delivery and Transfer of Risk
    7.1 The Supplier shall bear the costs of delivery and packaging as well as of transport insurance.
    7.2 The Supplier shall deliver the goods using euro pallets or crates modified to allow forklift handling, if applicable. The Supplier shall pack, mark and dispatch hazardous products according to applicable national and international regulations.
    7.3 Goods shall be packed and marked in accordance with KPT instructions. Packing and packaging shall always be such to ensure that goods are protected from damage or quality deterioration, in accordance with the common transportation and storage terms and conditions.
    7.4 The Supplier shall make sure that wood packaging and/or pallets used for the delivery of goods to KPT are treated in accordance with the applicable phytosanitary requirements applicable to wooden packing in international trade.
    7.5 For the purpose of appropriate use (installation, application, etc.) of the subject of delivery, the Supplier shall, on its own initiative, furnish, together with the subject of delivery, complete documentation, instructions, drawings and other documents required for the use, installation, assembly, processing, warehousing, operation, maintenance, inspection and putting the subject of delivery into operation.
    7.6 The Supplier shall make available all components and services required to meet the KPT requirements, which are already included in the price, if and when not explicitly specified in the PO.
    7.7 For any control and/or testing required for the subject of delivery, the Supplier shall bear all the related costs as well as staff costs. The Supplier shall notify KPT of its readiness for such control and testing in writing and agree with KPT the exact term of testing minimum one week in advance. If any identified deficiencies requires repeated or further control and/or testing, all costs related thereto shall be borne by the Supplier.
    7.8 Direct supplies to KPT’ customers shall be made in neutral packaging and with shipping documents in the name and on behalf of KPT, where necessary and at the sole request of KPT. KPT shall receive one copy of the delivery documents.
    7.9 The place of delivery shall be “the Consignee’s address” as specified in the PO. If the information is not available, the place of delivery shall be the seat of KPT.
    7.10 Goods shall be delivered in accordance with the Delivery Date specified in the PO. The delivery of goods to KPT’s seat shall be made during working hours from 8:00 a.m. to not later than 6:00 p.m.
    7.11 Unless specified otherwise in the PO, goods shall be deemed delivered when the authorised personnel of KPT confirm by their signatures that the goods have been delivered.
    7.12 The Supplier shall not be entitled to retain a title to any of the goods delivered to KPT. Retention of title thereto on the part of the Supplier shall become ineffective.
    7.13 Unless specified otherwise in the PO, the rules of INCOTERMS® 2020 DDP shall apply to the place of delivery, however within deliveries to construction/instalation sites or directly to third persons, the Supplier shall bear the costs and risk of unloading of goods. If delivery terms and conditions are specified in the order, they shall be construed in accordance with INCOTERMS® 2020. The Supplier shall notify KPT about the readiness of goods for dispatch i.e. send to KPT a notice of dispatch containing the number of order, quantity, size and weight of goods. For all delivery parities, goods shall be insured along the entire route until the place and point of passing of risk from the Supplier to KPT.
    7.14 For deliveries involving erection, installation or services, the transfer of risk to KPT at the point of the final takeover of works, whereas for deliveries not involving erection or installation the transfer of risk shall be upon receipt by KPT at the designated place of delivery.
    7.15 Partial, as well as under- and over-deliveries shall be allowed only with an explicit prior written consent of KPT.
    7.16 Any and all provisions stated by KPT governing the method of transportation, freight forwarding agent and delivery terms and conditions shall be unconditionally complied with. Transport shall in each case be safe and at the lowest possible cost, insofar as KPT has not requested any specific method of transport. The Supplier shall bear all additional costs incurred as a result of non-compliance with KPT’s transportation instructions. The Supplier shall also bear additional costs arising from the need to meet the requested delivery deadline by way of expedited delivery. In the event that agreed documents needed for payment instruments (e.g. a letter of credit) are missing or incomplete, as well as shipping documents, in particular in case of missing order data to be provided subsequently, KPT reserves the right to reject the acceptance of goods at the Supplier’s cost and risk.
    7.17 All deliveries made by the Supplier shall be accompanied by a delivery note or packing list with details of the contents and the PO number. All data pertaining to export control regulations and customs duties shall be itemised in the order confirmation, the delivery note and the original invoice7.18 If the price is quoted “without packaging”, the Supplier shall bill packaging at cost price and invoice it separately. Unless otherwise agreed by the parties, the Supplier shall reimburse the value of any reusable packaging returned by KPT. The Supplier shall be liable for any and all damage incurred as a result of inappropriate packaging. As far as deliveries of hazardous materials are concerned, currently applicable legal regulations shall apply, in particular those governing exports and labelling of packaging and transport vehicles.
  8. Suspension, Cancellation
    8.1 KPT reserves the right to instruct the Supplier to suspend the performance of a contract or an order at any time. In the event of a suspension longer than three months, the Supplier will have to prove to KPT in detail that it has incurred costs resulting from such suspension. The Supplier may claim reimbursement of such proven costs only. However, KPT shall not be liable to the Seller for any loss of profits. The Supplier may not claim compensation for any costs incurred as a result of a suspension of less than three months, or, in the case of a suspension of more than three months, for the costs incurred during the first three months.
    8.2 KPT reserves the right to terminate the contract in full or in part, irrespective of any fault on the part of the Supplier. In this case KPT shall pay to the Supplier on its request the agreed price proportionate to the accepted deliveries and services as well as reimburse any supported costs of delivery and services in progress but not lost profits. Termination shall become effective as of the date of delivery of a written notice of termination to the Supplier. Following the notice of termination by KPT, the Supplier shall make every effort to reduce the costs to minimum.
  9. Invoices and off-setting arrangements
    9.1 The Supplier shall submit to KPT the invoice immediately upon delivery of goods and completion of services, specifying all the data related to the PO. The invoice issued shall relate to one PO only.
    9.2 The invoice wording and structure shall be such to facilitate easy comparison with the underlying PO and invoice checking. The PO number as well as the number of each individual item shall be detailed in the invoice. Acceptance protocols verified by KPT and specifications of the works performed, together with the actual time spent, verified by KPT, shall be enclosed to the invoices for the services and assembly/installation works. Every invoice for goods subject to export license shall have to fulfil any and all labelling requirements for all necessary licenses. The Seller must provide personal identification number (OIB) not later than the invoice. If the Seller’s main office is within the EU the seller must provide the VAT number not later than the invoice.
    9.3 KPT reserves the right to return, without any processing, invoices non-compliant with the underlying POs’ and/or applicable regulations, in particular stipulations governing order specifications or value-added tax regulations, or not accompanied with the required verified specifications or acceptance protocols verified by KPT, or that do not contain the data specified in Article 7.17 herein, and to request a duly prepared invoice to be sent instead. In this case, it shall be deemed that no invoice has been issued and, consequently, the time until due date of the invoice shall not begin to run. Electronic invoices will only be accepted if forwarded to KPT via EDI.
    9.4 The Supplier shall not be entitled to assign any claims stated by KPT to third parties without a prior written consent of KPT.
    9.5 The Supplier shall not be entitled to set- off any claims against the claims stated by KPT vis-á-vis the Supplier.
  10. Payment Terms
    10.1 The due period within which invoices must be paid shall commence with KPT’s unconditional acceptance of delivered goods or services and upon receipt of the properly issued invoice with all the data specified in Articles 9.2 and 9.3 above is received. Insofar as the Supplier is required to provide technical and technological specifications, material test certificates, test reports, acceptance certificates, quality documentation or any other documentation, the receipt of all such accompanying documentation shall be prerequisite for considering a delivery or service to be fully performed.
    10.2 Unless otherwise agreed, payments shall be made 90 days, net.
    Payment terms shorter than “90 days, net” may be agreed with following terms:
    -within 30 days at the discount of 3%,.
    KPT shall be entitled to withhold any payment until the identified defects are remedied. During the warranty period, KPT shall be entitled to withhold free of any interest charge up to 10 % of the PO value as a security for warranty claims.
    10.3 The payment of the Supplier’s invoice shall represent neither a verification of a duly performed delivery or service, nor a waiver of any of KPT’s rights. Payments shall be considered to have been timely effected upon remittance of the payment order with KPT’s bank by the due date of the invoice. The charges of the bank receiving the payment shall be borne by the Supplier. For advance payments agreed to be made to the Supplier, the Supplier shall as precondition for payment, immediately upon receipt of the PO , furnish a bank guarantee to KPT in the amount of the agreed advance payment, issued by a bank acceptable to KPT.
    10.4 KPT may settle the amount due to the Supplier, by off-setting its receivables from its affiliated companies against the amounts owed to such companies by the Supplier.
  11. Acceptance, Notice of Defects, Liability for defects, Product Liability, Intellectual Property Rights
    11.1 The mere receipt or temporary use of deliveries of goods or services or payments made thereof shall not constitute an acceptance or waiver of the rights pertaining to KPT. Acknowledgement receipts issued by KPT within goods receipt shall not be deemed a declaration by KPT of a final acceptance of delivered goods.
    11.2 Acceptance as well as inspection of deliveries for completeness and any visually recognizable faults shall be effected within a reasonable time period following the receipt of goods or performing of services. If within a random checks part of the delivery fail to comply with KPT’s requirements or customary industry standards, KPT may reject the delivery as a whole. KPT shall notify the Supplier on any identified defects as soon as possible. The provisions for the rectification of faults from the Civil Obligations Act shall apply to any hidden faults.
    11.3 The Supplier warrants the use of the best, appropriate and original materials, expert processing in compliance with the underlying technical drawings, expedient construction and flawless assembly. The Supplier warrants that the delivery shall comply with the quality requirements set out in Articles 5 1 and 5.3 above. Furthermore, deliveries shall, in all respects, comply with any delivered test samples, as well as the underlying description and shall not be subject to any rights of third parties. The delivery and its key components shall comply with the representations made by the Supplier and manufacturer (especially those disclosed in their respective brochures and product descriptions). The same applies for any representations of any intermediary in the manufacturing or selling chain, as well as to any public reference made to a person specified, by providing its name, trademark or any other mark, as a manufacturer. The Supplier’s warranty shall include components manufactured by subcontractors.
    11.4 The warranty period for deliveries of goods and services shall be two years. The warranty period for deliveries of goods and services that form an integral part of buildings and/or land shall be three years. The warranty period shall start from the point of passing of risks to KPT (Article 7.14). Upon delivery to location where KPT is operating outside its premises by using the goods delivered by Supplier, the warranty period starts to run with the acceptance by the end customer of services to be rendered by KPT.
    11.5 KPT may require the Seller either to immediately remedy defects identified within the above specified warranty periods at the Seller’s expense at the place of destination or to provide defect-free goods or services within the set deadline. In any case KPT shall be entitled to claim from the Supplier reimbursement of any and all costs incurred by KPT for any and all all work necessitated within rectification, such as e.g. costs arising from dismantling and assembly. The Supplier shall reimburse to KPT the costs of inspection and testing if defects have been identified thereby. In case of a potential delay i.e. to avoid any liability of its own for delay, or if the Supplier fails to rectify (i.e. repair or replacement) any defect within a reasonable time period set by KPT shall be entitled to acquire defect-free products from third parties, without prior notification and without prejudice to its warranty claims against the Seller or to repair or have defective goods repaired at the Seller’s expense. KPT shall be fully compensated for such repairs, even if such expenses are higher than the charges claimed by the Supplier for repairs carried out by the Supplier itself.
    11.6 The Supplier shall bear all costs and risks pertaining to rectification of defects or replacement of the delivery. In case of a defect identified by KPT not earlier than once the delivery is already in process, KPT shall in any case be entitled to reimbursement of costs incurred in connection with the use of deficient material.
    11.7 Subsequent to rectification of the reported defect, the warranty period for the replaced or rectified component of the delivery or service shall start anew. The Supplier’s warranty for the deliveries thereof containing identified defects that are rectified by KPT or third parties shall continue to be in force.
    11.8 At receipt by KPT, no delivery shall be subject to any rights of third parties that exclude, impair or restrict the rights of KPT.
    11.9 In case of engineering, consultancy, software or documentation-related services as well as in case of manpower delegated by Supplier, the Seller fully guarantees the correctness and completeness of its written and verbal information and instructions for a period of two years after their provision.
    11.10 The Seller shall indemnify and hold KPT harmless against disputes arising from any patent, copyright, trade mark or registered design, and guarantee KPT the unrestricted use of the delivered product, without delay and following an invitation from KPT. Without prejudice to other obligations, the Seller will indemnify and hold KPT harmless against any product liability claims raised by third parties against KPT as a result of defects in the products delivered by the Seller, without delay and following an invitation from KPT. The Seller undertakes to compensate KPT for costs incurred in connection with a defence against any such claim or in connection with an obligation to repair defective products, without delay and following an invitation from KPT. The Seller will provide KPT with ample proof that it has taken out adequate insurance to cover these risks.
    11.11 For a period of 11 years from the last delivery, the Supplier shall on KPT’s request provide to KPT immediately , however , not later than two weeks, the names of the respective manufacturers, importers and subcontractors. Furthermore, the Supplier shall have to provide assistance in cases of legal dispute, and upon KPT’s request, immediately provide KPT with any and all evidence that may be useful for the defence against product liability claims. In particular the Supplier shall provide KPT with any and all documentation pertaining to production and delivery series as well as production and delivery schedules.
  12. Material, Equipment and Documentation provided by KPT
    12.1 Materials and equipment provided by KPT to the Supplier for the purpose of manufacturing of ordered products or providing requested services shall remain the property of KPT and shall be stored, marked and documented separately free of charge. Acceptance of material provided by KPT is subject to confirmation upon request by KPT. Use of such materials and equipment is limited to KPT’s orders, only.
    12.2 All documentation provided by KPT to the Supplier for the purpose of manufacturing of ordered products remain the property of KPT and may not be used to other purposes, reproduced or disclosed to any third person. On request of KPT, the Supplier shall return the documentation, including all the transcripts and copies thereof.
    12.3 The Supplier shall reimburse any damage resulting from impairment or loss of material, equipment or documentation.
    12.4 Any and all claims on the part of the for damages due to a delay in the provisioning of materials, equipment or documentation as well as retention of title by the Supplier shall be excluded.
  13. Specific Conditions for Hardware and Software
    13.1 Hardware and software shall constitute one entity, unless otherwise agreed in the underlying agreement or order.
    13.2 If the Supplier is to deliver software that has not been developed individually for KPT, the Supplier shall grant to KPT the transferable and non-exclusive right of use of such software. The right of use shall not be limited in time in cases where the payment of lump sum has been agreed for the use of such software. For software products developed individually for KPT, the Supplier shall grant KPT the transferable and exclusive licence for all types of uses for an indefinite period of time. For software to be delivered in executable code, the Supplier shall deliver the latest version of the source code, unless otherwise agreed. Software shall be installed by the Supplier. Following the installation, the Supplier shall provide to KPT a data carrier which can be disclosed on KPT’s system both in source code and object code, together with the accompanying documentation (form and structure of the data carrier, programme and data flow charts, test procedures, test programmes, errors correction, etc.). In addition to the documentation specified above, the Supplier shall provide KPT with comprehensive written user documentation in the Croatian and/or in any other language designated by KPT and in a sufficient quantity.
    13.3 Software individually developed for KPT shall be considered as accepted if the software ahs operated satisfactory and without any error messages according to the agreed specification in a royalty-free trial operation for at least four weeks. In cases of doubt, the trail operation period shall commence as of the date of its commercial use by KPT or by KPT’s end customer, whichever comes last.
    13.4 During the warranty period, the Supplier shall be obliged to provide KPT with existing fault correction (Updates) free of charge. Furthermore, the Supplier undertakes to offer to KPT software maintenance and updating services over a period of minimum 5 years from the acceptance thereof at market competitive prices. Within the warranty period any and all fees and payments relating to maintenance and services for the delivered software shall be reduced reasonably.
  14. Drawings, Tools, Auxiliary Devices, Authorizations
    14.1 Drawings and technical calculations shall be made available by the Supplier free of charge, if and where needed.
    14.2 Prepress, design, tools, patterns, samples, models, profiles, drawings, standard specification sheets, forms and similar provided by KPT to the Supplier for the purpose of executing of an order shall remain property of KPT and shall not be made available to any third party nor be used for any other purposes than those specified in the underlying contract without a prior written consent of KPT. Prepress, design, tools, patterns, etc. that have been produced KPTs’ expense shall become the property of KPT upon payment.
    14.3 Any and all such tools and pertinent auxiliary devices shall be marked adequately as property of KPT and shall be protected against unauthorised access and/or use, as well as maintained and repaired, if and where applicable. They shall be returned either upon execution or cancellation of the PO or termination of the contract. KPT may demand that such tools and auxiliary devices be returned if the Supplier breaches obligations specified above or if problems in production arise. The tools and auxiliary devices shall be returned in their proper condition. Any right of retention on the part of the Supplier shall be excluded.
    14.4 The Supplier acknowledges and warrants that it is duly authorised, on the basis of appropriate licences, to perform the agreed deliveries and services, and undertakes to present any documents requested by KPT in support thereof. For deliveries of goods and services that require specific authorizations/licences issued by public authorities, approvals and acceptances certificates shall have to be obtained without compensation by the Supplier in a timely manner.
  15. Place of Performance, Applicable Law and Place of Jurisdiction
    15.1 The place of performance shall be the agreed place of delivery (in the PO referred to as: “Consignees’ address”), or if no such information is provided, the registered seat of KPT. For payments, the place of performance shall be the registered seat of KPT.
    15.2 The parties shall endeavour to settle amicably any dispute or difference between them. Such an attempt shall be deemed as failed when either party notifies the other thereon in writing.
    15.3 Croatian substantive law shall apply with the exception of trading usances and such legal provisions that make reference to the law of other countries. Under any circumstances the provisions of the Vienna (UN) Convention on Contracts for the International Sale of Goods from 1980 shall be excluded.
    15.4 Any and all disputes arising under the contract, including litigation over the existence or non-existence thereof, shall fall within the exclusive jurisdiction of the Commercial Court in Zagreb.
  16. Information about export controls and international trade
    16.1 For all deliveries of goods and services the Supplier shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Regulations”) and shall obtain all necessary export licenses, unless KPT or any party other than Supplier is required to apply for the export licenses pursuant to the applicable Foreign Trade Regulations.
    16.2 Supplier shall advise KPT in writing as early as possible but not later than (7) days prior to the Delivery Date of any information and data required by KPT (for each item on the purchase order confirmation, delivery note and invoice) to comply with all Foreign Trade Regulations for the Products and Services applicable in the countries of export and import as well as re-export in case of resale.In any case Supplier shall provide KPT for each Product and Service
    • the “Export Control Classification Number“ according to the U.S. Commerce Control List (ECCN) if the Product is subject to the U.S. Export Administration Regulations; and
    • all applicable export list numbers; and
    • the statistical commodity code according to the current commodity classification for foreign trade statistics and the HS (Harmonized System) coding; and
    • the country of origin (non-preferential origin); and
    • upon request of KPT: Supplier’s declaration for preferential origin (in case of European suppliers) or preferential certificates (in case of non-European suppliers).
    16.3 In case of any alterations to origin and/or characteristics of the goods and services and/or to the applicable Foreign Trade Regulations Supplier shall update the Export Control and Foreign Trade Data as early as possible but not later than (7) days prior to the Delivery Date. Supplier shall be liable for any expenses and/or damage incurred by KPT due to the lack of or inaccuracy of said Export Control and Foreign Trade Data.
  17. Information, Declaration of Materials, RoHS, Disposal, Packaging, Dangerous Goods
    17.1 Notwithstanding any legal information duties, the Seller shall provide KPT with all necessary and useful information pertinent to the goods and services to be delivered, in particular, information on proper storage as well as safety data sheets in accordance with Regulation (EZ) No: 1907/2006 (REACH) and its amendments. In addition, the Seller shall raise KPT’ attention to the possibility of hazardous waste or waste oils arising from the goods delivered by the Seller and shall, in particular, advise KPT on their disposal. Upon KPT’ request, the Seller shall take back, free of charge, any waste resulting from the ordinary use of the delivered goods or similar products, as defined in the applicable Waste Management Act. However, such obligations shall be limited to the amount delivered by the Seller. Should the Seller refuse or should the Seller not be able to accept such waste, KPT shall be entitled to dispose of it at the Seller’s expense.
    17.2 The Seller ensures that deliveries under the order are RoHS–compliant and therefore in conformity with the EC Directive on the Restriction of the use of certain Hazardous Substances in Electrical and Electronic Equipment (Directive 2002/95/EC) at the time of delivery. In the event that deliveries fail to comply with this EC Directive, the Seller shall – without prejudice to any warranty claims KPT may raise – compensate KPT for any damage arising from such non-compliance.
    17.3 Should the Seller deliver legally permissible products, which are, however, subject to statutorily-imposed substance restrictions and/ or information requirements (e.g. REACH – Registration, Evaluation, Authorisation and Restriction of Chemicals), the Seller shall declare such substances in the web database BOMcheck (www.BOMcheck.net) or in a reasonable format provided by KPT no later than the date of first delivery of products. The foregoing shall only apply with respect to laws which are applicable at the registered seat of Seller or KPT or at the designated place of delivery requested by KPT. Furthermore, the Seller shall also declare all substances which are set out in the so-called “List of declarable Substances” applicable at the time of delivery in the manner described above.
    17.4 Should the delivery contain goods which – according to international regulations – are classified as dangerous goods, the Seller shall inform hereof in a form agreed upon between Seller and KPT, but in no case later than the date of order confirmation.
  18. Confidentiality, Data Protection
    18.1 The Supplier undertakes to keep any and all information pertinent to KPT or the subject matter of the contract which he has rightfully obtained in connection with the PO confidential, unless this information has become known to the Supplier or the general public in another legitimate manner. The Supplier shall treat both the enquiry and the order as confidential. The Supplier shall use the information acquired solely for the purpose of the fulfilling the PO. The Supplier shall keep confidential all drawings, samples, templates, models, tools and other manufacturing documentation and auxiliary resources that constitute tangible and intellectual property of KPT and are at KPT’s free disposal. Furthermore, the Supplier shall keep confidential the products or semi-finished products obtained by the Supplier within execution of the PO and shall use them exclusively for the purpose of performance of the present PO. In the event that the Supplier needs to disclose any such confidential information to any third party for the performance of the PO, he may only do so after nay such third party has contractually committed itself to at least the same degree of confidentiality.
    18.2 The same shall apply to personal data of KPT’s or third parties staff that the Supplier has obtained within the execution of the PO. In particular, the Supplier shall have to protect any such information from third-party access , ensure compliance with European General Data Protection Regulation (EU) 2016/679 and commit its employees dealing with contractually relevant tasks to the same level of confidentiality.
    18.3 The confidentiality and data protection provisions shall continue to be in force after the PO has been executed and after the expiry of the contract. The Supplier shall be liable for all costs incurred by KPT as a result of the breach of the obligations arising from Articles 18.1 and 18.2 hereinabove.
    18.4 The Supplier data (the data from the court register, the address, the telephone and facsimile numbers as well as any other information required for correspondence purposes with state-of-the-art telecommunications tools, locations, contact persons, ordered goods, and delivery quantity) concerning respective business transactions shall be automatically processed for the execution of the contract, in particular, for administration and calculation purposes. For technical reasons it may be necessary to store any such data on servers of an affiliate within the Siemens Energy group.
    18.5 The Supplier grants hereby its explicit consent to KPT that the data from each business transaction and gathered in accordance with Article 18.4 may be processed to other affiliated companies for information purposes (e.g. purchase pooling)
  19. Anti-corruption
    19.1 The Supplier shall notify KPT in writing-at the latest upon submission of the Supplier’s offer to KPT if the Supplier or a members of its management or board of directors have been sentenced by final judgement of a national court for corruption of a public officer within the last five years prior to the submission of the Seller’s offer to KPT, and, without undue delay, if the Seller or members of its management board are charged with corruption of a public officer before a national court at any time between submission of the Seller’s offer to KPT and acceptance of the supplies/services of the Seller pursuant to Article 11.2 above. Such notification shall serve for the purpose of compliance with the requirements in connection with the OECD Recommendation on Bribery and Officially Supported Export Credits.
  20. Code of Conduct for Suppliers, Security in the Supply Chain
    20.1 The Seller is obliged to comply with the laws of the respective jurisdiction. In particular, the Seller shall not engage, actively or passively, directly or indirectly, in any form of bribery, violation of fundamental rights of its employees or child labour. Moreover, the Seller shall take responsibility for the health and safety of its employees at their workplace, act in accordance with the applicable environmental laws and make the best efforts to promote this Code of Conduct among its suppliers.
    20.2 The Seller shall provide the necessary organizational instructions and take measures, particularly with regard to the following security: premises security, packaging and transport, business partner, personnel and information – in order to guarantee the security in the supply chain according to the requirements of respective internationally recognized initiatives based on the WCO SAFE Framework of Standards (e.g. AEO, C-TPAT). The Seller shall protect the goods and services provided to KPT or provided to third parties designated by KPT against unauthorized access and manipulation. The Seller shall only deploy reliable personnel for those goods and services and shall obligate any subcontractors to take equivalent security measures.
    20.3 Without prejudice to other rights and remedies KPT may have, KPT may terminate the contract if the Seller has culpably violated any of these obligations. If, however, the Seller’s breach of duty is capable of remedy, KPT may terminate the contract only if the Seller has failed to comply with a period granted by KPT for remedying its breach of contract.
    20.4 The Seller shall abide by the principles and terms of the “Siemens Energy Code of Conduct for Suppliers and Third Party Intermediaries”, attached herein as Appendix 1 (hereinafter: Code of Conduct).
    20.5 If required by KPT, the Seller shall, once a year at most, submit to KPT (of his own choice) either (i) a written self-assessment report in the form requested by KPT or (ii) a written report approved by the Seller which describes the measures taken or to be taken by the Seller in order to abide by the Code of Conduct.
    20.6 KPT and its authorized agents, representatives and/or a third party appointed by KPT and acceptable to the Seller shall be authorized (but not obliged) to perform inspection – including on the Seller’s premises – in order to verify whether the Seller abides by the Code of Conduct. Inspection may be performed only after prior written approval by KPT, during regular working hours and in accordance with the existing data protection act. In doing so, the inspection shall not unreasonably interfere with the Seller’s operations nor violate any of the Seller’s confidentiality agreements concluded with third parties. The Seller shall reasonably cooperate with any inspection being performed. Each party shall bear its own costs associated with such inspection.
    20.7 In addition to all other rights and remedies available to KPT, in the event that (i) the Seller severely violates the Code of Conduct on several occasions or (ii) if the Seller fails to allow KPT to use its right to inspection in accordance with the third paragraph of this Section, after KPT has warned the Seller and has given him sufficient time and opportunities to correct omissions, KPT may terminate this Contract and/or any order performed under it, without any compensation.
    A severe violation includes but is not restricted to cases of child labour, corruption and bribery and non-compliance with the terms related to environmental protection determined by the Code of Conduct. The provision which refers to the granting of a time-limit and the opportunity to correct omissions is not applicable neither to violations of terms and principles related to child labour stated in the Code of Conduct nor to the intentional non-compliance with the terms referring to environmental protection determined by the Code of Conduct.
  21. Occupational Health and Safety
    21.1. The Seller shall comply with all legal provisions on health and safety a) to eliminate or reduce all hazards to persons employed by the Seller and Seller’s direct or indirect sub-Sellers responsible for the performance of works (“personnel”) and b) to ensure that no person who is authorized to be at the work site, including personnel, KPT personnel and visitors is injured.
    21.2. In accordance with internal rules, KPT may initiate process of EHS approval of the Seller.
    21.3. KPT and its authorized persons and representatives and/or a third party designated by KPT, reserves the right to perform, if necessary – including at the Seller’s premises – an Audit to evaluate the Seller’s environmental, health and safety management system.
    21.4. In the case of works being carried out at the premises of the KPT / at the work sites, prior to the start of works, the Seller shall, at the request of the KPT, provide copies of the documents which refer to health and safety and fire safety such as EHS Plan/Plan of work execution prepared for that specific site in accordance with provisions of the relevant national bylaw, safety at work certificate, fire protection training certificate, authorized person of the employer certificate, first aid course certificate, qualification certificate, health ability certificate, work equipment inspection certificate if it is used at the work site.
    21.5. The Seller shall ensure that all personnel, prior to the start of works at the premises of the KPT / at the work sites, participates in specific training organized for that work site and that the same personnel is equipped with appropriate personal protective equipment prior to the start of works. The Seller shall ensure that the personnel uses that personal protective equipment and that the equipment is maintained in good condition.
    21.6. KPT reserves the right, at its sole discretion and at any moment, to remove any personnel from the promises of the KPT and/or suspend the performance of works for health and safety reasons, in which case KPT shall bear no liability or any other consequences.
    21.7. Prior to the start of works at the premises of the KPT / at the work sites the Seller shall appoint an expert as its representative for environment, and health and safety and fire safety (“authorized person of employer/the Seller’s EHS representative”) and shall ensure that the Seller’s EHS representative participates in discussions related to safety which will be, if necessary, organized by KPT.
    21.8. During the work at the premises of the KPT / at work site the Seller shall regularly monitor compliance with the legal provision as well as provisions in the field of occupational health and safety, fire safety and environmental protection. If the Seller finds non-compliance with the provisions on health and safety, fire safety and environmental protection, compliance has to be established without delay and KPT has to be informed on the findings and status of actions taken by the Seller in order to achieve compliance.
    21.9. Upon the request of KPT, the Seller shall allow KPT to access the Seller’s documents which refer to health and safety, fire safety and environment protection, and relate to the works.
    21.10. In the event of an incident at the premises of KPT / at the work sites which leads to a) the death of any one member of personnel or b) a serious injury in which injured person is held at the hospital or health institution for medical attention c) a serious injury of personnel that requires medical treatment the Seller shall immediately notify KPT and shall, without delay, 1) provide first aid to injured persons and secure the location of the incident 2) conduct an analysis of the basic cause of the incident, 3) determine appropriate measures in order to prevent similar incidents in the future, 4) define time-limits and responsible persons for measures to be carried out and 5) submit a written report to KPT which contains sufficient details on the basic cause of the incident, the measures determined and the time-limits defined. The Seller shall support any additional investigations that might be carried out by KPT.
    21.11. When KPT prepares a document related to health and safety during the work (“EHS Plan/Plan of work execution, …) KPT will provide a copy of it for the Seller. The Seller shall confirm the receipt of the document in writing and act in accordance with the provisions contained therein. The same applies to the amendments to the documents related to health and safety which KPT may carry out when deemed necessary. The Seller shall ensure that its direct or indirect sub-Sellers, with which the Seller contracted works, commit to conduct in compliance with the documents related to health and safety and its amendments.
    21.12. In addition to all other rights, KPT may, in the event the Seller violates legal and/or contractual provisions regarding health and safety, fire safety and environmental protection or regularly performs works failing to comply with those provisions, including the provisions of this Section and the provisions of the documents related to health and safety, terminate contract after the Seller fails to correct the identified violations within a reasonable time-frame or prohibit access to Seller’s employees who frequently violate the rules, or suspend work until the non-compliance is remedied. In that case, KPT shall have no liability to the Seller or any other third party nor any other consequences regarding the termination of contract.
  22. Notifications
    22.1 All notifications in the ordering process shall be made in writing and addressed to the agreed contact persons of the Supplier and KPT, respectively, and shall be deemed delivered when: (a) delivered in person; (b) sent by fax with a delivery receipt; or (c) by courier with a written delivery receipt; or (d) by registered mail, or (f) electronic mail with a delivery receipt., or g) EDI.
    22.2 The Supplier shall notify KPT in writing about any changes in the contact information of the Supplier.
  23. Severability If any provision of these General Terms and Conditions is or becomes invalid, ineffective or unenforceable, the remaining provisions of shall continue in full force and effect.
  24. Reservation Clause Koncar Power Transformers’ shall not be obligated to fulfill this agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.
  25. Termination of the Validity of the General Purchasing Terms and Conditions edition June 2020. As of the date of application of these General Terms and Conditions of Procurement (edition April 2023), the General Terms and Conditions of KPT from June 2020 shall become invalid and inapplicable.

Siemens Energy Code of Conduct for Suppliers and Third-Party Intermediaries

  • This Code of Conduct defines the basic requirements placed on the suppliers and third-party intermediaries of Siemens Energy concerning their responsibilities towards their stakeholders and the environment. The supplier and/or third-party intermediary declares herewith to:
    Legal Compliance
    • Comply with the laws and regulations of the applicable legal systems.
    Human Rights
    To ensure respect of all internationally proclaimed human rights by avoiding causation of and complicity in any human rights violations. Heightened attention shall be paid to ensuring respect of human rights of specifically vulnerable rights holders, such as women, children or migrant workers, or of (indigenous) communities.
    ▪ Prohibition of Forced Labor
    • Neither use nor contribute to slavery, servitude, forced or compulsory labor, oppression,
    exploitation and human trafficking.
  • Prohibition of Child Labor
    • Employ no workers under the age of which compulsory schooling ends according to the law of
    the place of employment, provided that the age of employment is not less than 15 years or, in those countries subject to the developing country exception of the ILO Convention 138, employ no workers under the age of 14.
    • Employ no workers under the age of 18 for hazardous work according to ILO Convention 182.
    ▪ Non-Discrimination and Respect in employment
    • Ensure equal treatment of employees, irrespective of skin color, race, nationality, ethnicity,
    social background, health status, disabilities, gender, sexual identity and orientation, marital status, political opinion, ideological or religious conviction, belief, or age, and promote their equal opportunities.
    • Refuse to tolerate any unacceptable treatment of individuals such as mental cruelty, sexual harassment or discrimination including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative.
    • Refrain from unnecessary restriction on freedom of movement, except for safety and security requirements.
    ▪ Freedom of association and collective bargaining
    • Recognize the legal rights of workers to form or join trade unions and to engage in collective bargaining; neither disadvantage nor prefer members of employee organizations or trade unions.
    ▪ Working Hours & Wages for Employees
  • Adhere to all applicable working-hours and rest breaks regulations.
    Pay fair, at least minimum, wages required by applicable law.
    In the event of cross-border personnel deployment adhere to all applicable legal requirements.
    ▪ Life, Health & Safety of Employees
    • Act in accordance with the applicable statutory and international standards regarding occupational health
    and safety and provide safe working conditions and, where applicable, adequate accommodation to safeguard health and wellbeing of employees.
  • Provide training and instruction to ensure employees are educated in health and safety issues.
  • Establish and apply a reasonable occupational health & safety management system¹.

Code of Conduct Version 2.0, March 2023

  • Impact on communities
    Refrain from unlawful eviction and / or unlawful deprivation of land, forests and waters.
    ▪ Security Forces
    When using private or state security forces, ensure that the human rights of employees and other rights holders
    are respected (in particular, no use of physical or psychological force, except in case of legitimate self-defense).
    Environmental and Climate Protection, Protection of Natural Resources
    • Act in accordance with the applicable statutory and international standards regarding the environment.
    • Minimize environmental pollution and make continuous improvements in environmental protection.
    • Establish a reasonable environmental management system¹.
    • Not cause harmful soil change, water pollution, air pollution, harmful noise emission or excessive water consumption, which significantly impairs the basic existential needs or harms the health of a person.
    • Reduce waste and ensure their proper treatment and disposal.
  • Fair Operating Practices
  • Anti-Corruption and Bribery
    • Tolerate no form of and do not engage directly or indirectly in any form of corruption or bribery and do not grant, offer or promise anything of value to a government official or to a counterparty in the private sector to influence official action or obtain an improper advantage. This includes to renounce from giving or accepting improper facilitation payments.
  • Fair Competition, Anti-Trust Laws and Intellectual Property Rights
    • Act in accordance with national and international competition laws and do not participate in price fixing, market or customer allocation, market sharing  bid rigging with competitors.
    • Respect the intellectual property rights of others.
  • Conflicts of Interest
    • Avoid and/or disclose internally and to Siemens Energy all conflicts of interest that may influence business relationships, and to avoid already the appearance thereof.

Anti-Money Laundering, Terrorism Financing
• Not directly or indirectly facilitate money laundering or terrorism financing.
Data Privacy and Cybersecurity
• Process personal data confidentially and responsibly, respect everyone’s privacy and ensure that personal data is effectively protected and used only for legitimate purposes.
• Commit to have an adequate Cybersecurity management framework established in its organization based on good industry practice, to ensure the confidentiality, authenticity, integrity, and availability of data, processes, products, systems and services.

  • Foreign Trade Regulations
    Comply with the applicable export, import, customs and foreign trade regulations.
  • Responsible Minerals Sourcing
    • Take reasonable efforts to avoid in its products the use of raw materials which originate from
    Conflict-Affected and High-Risk Areas and contribute to human rights abuses, corruption, the financing of armed groups or similar negative effects.
    Grievance Mechanism
    • Provide access to a protected mechanism for their employees to report possible violations of the principles of this Code of Conduct.
    • Ensure protection of reporters or whistleblowers against any kind of retaliation.
    Supply Chain
    • Take reasonable measures to make its suppliers comply with the principles of this Code of Conduct and to verify this on a risk basis.
    • Comply with the principles of non-discrimination with regard to supplier selection and treatment.
    Code of Conduct Version 2.0, March 2023