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1.1. Engasco Ltd from Split, Croatia, with its registered address at Dračevac 3D. Hrvatske, VAT number: HR 64246921579 (hereinafter referred to as Engasco) is the manufacturer of Ice vending machines CRO 450 (hereinafter individually referred to as Product).
1.2. These General Terms and Conditions (hereinafter the Terms) are an integral part of the Partnership Agreement (hereinafter referred to as the Agreement) concluded by Engasco in its business which regulate mutual relations between the Contracting Parties (hereinafter individually referred to as Contracting Party or jointly as Contracting Parties) and are to be applied in full, unless otherwise provided in the individual Agreements.
1.3. By concluding the Agreement by authorized representative, the other Contracting Party agrees in full to the application of the Terms and confirms that it is familiar with them.
1.4. The Terms valid on the day of concluding the Agreement shall apply to the Agreement. In the event of a change to the Terms, the last article of the amended Terms shall indicate the date of commencement of the application of the amended Terms.
1.5. The Terms are available at any time on www.icerebus
2.1. For the purposes of the Terms and the Agreements, the words and expressions set forth below in this Article shall have the following meanings, unless the context expressly implies otherwise:
3.1. By concluding the Agreement, Engasco shall sell The Product to the Partner for the purpose of Product sale to Buyers in the Area, whether it is with the right for exclusive or non-exclusive right to sell, which will be stated in the Agreement, and Partner shall pay Engasco the Product Price and sell them exclusively in accordance with Terms and the Agreements.
3.2. Sale of Products between Engasco and the Partner shall be made on the basis of accepted or confirmed individual Orders sent by the Partner.
3.3. By Engasco’s accepting or confirming the Order in accordance with the provisions of Terms and the Agreements, individual Contracts are concluded between Engasco and the Partner. The provisions of the Agreement and the Terms shall apply mutatis mutandis to such Contracts.
4.1. In order to ensure sufficient stocks of the Product, the Partner shall notify Engasco in writing of expected quantity of the Product to be ordered during the Agreement Period as well as of any changes in expected quantities, while Engasco shall confirm, in period of 15 days from received expected quantity calculation by Partner, estimated delivery date.
4.2. The Order must be submitted in writing, including via e-mail, and is considered final and binding for Engasco if accepted or confirmed in writing, including via e-mail. Engasco shall confirm the Order within 7 (seven) days from the date of receipt of the order, unless Engasco has reasonable grounds to refuse the Order.
4.3. If Orders exceed or are estimated that they will exceed Engasco’s output capacity or available stock, Engasco shall notify the Partner about it without delay and propose the earliest possible delivery date of all ordered Products i.e. those expected to be ordered.
4.4. Upon confirmation of the Order, Engasco shall, as soon as possible, notify the Partner of the estimated delivery date. Delivery date shall not be longer than 35 (thirty-five) Working Days from the day of Order confirmation.
4.5. Engasco shall deliver the Products on the scheduled delivery day. Partner is obligated to take delivery of the Products within no longer than one month from the date of Engasco scheduled delivery day (the “Grace Period”). If the Grace Period is exceeded, Engasco is entitled to monthly compensation per Product unit for each month of failed delivery at industry standard prices for storage services. Such compensation will be charged in full for each commenced one month period.
4.6. Engasco delivers its Products “Ex Works” in accordance with the latest version of ICC Incoterms at Engasco’s warehouse in Split at the address Mostine 11a, which means that Engasco fulfilled its delivery obligation when it made the Products available to the other Contracting Party at its warehouse. Engasco shall not be liable for the collection, loading, transport and insurance of the Product. The other Contracting Party bears all costs and risks related to the collection and loading of the Products from the Engasco’s warehouse, their insurance and transport to the desired destination and date for each Order, while Engasco shall insure standard loading doc in Engasco’s warehouse.
4.7. Engasco shall not be held liable for delays in delivery of the Product caused by the Partner’s failure to provide the necessary information in a timely manner or to settle all due claims towards Engasco, unless the Partner’s failure to provide the required information or settle all due claims occurred for justified reasons in which case new delivery date will be agreed between Contracting Parties.
4.8. If Engasco does not deliver the ordered Products within the agreed time, even though it had the correct information and all payments were made, Engasco shall deliver the Products within an additional period of 15 (fifteen) days. If Engasco fails to deliver the Products within an additional period of 15 (fifteen) days, Partner is entitled to monthly compensation of 50 Euros per Product for each month of failed delivery. Such compensation will be charged in full for each commenced one month period.
5.1. Unless otherwise agreed in writing between Engasco and the Partner, the Product Price is Engasco’s “Ex Works” price according to the Product Prices attached to the Agreement as its Annex. Product Prices are expressed without applicable value added tax or other charges, which shall be borne by the Partner in addition to the Product Price.
5.2. Prices and any additional discounts shall not be communicated or otherwise disclosed to Partner’s Buyers nor to any other third party, and are considered a trade secret. In case of a modification in prices, Engasco shall invoice Partner for Products at the price in effect when the Order was placed.
5.3. Partner shall not be bound to sell the Products at any price suggested or recommended by Engasco.
5.4. Engasco may offer special Product pricing, discounts, rebates or incentives (“Special Pricing”) to the Partner which Special Pricing shall be designated as a marketing incentive.
5.5. If Engasco agrees to deliver the Products in any way other than the “Ex works” clause, the Product Price shall be increased by the cost of freight and insurance to the place of delivery, customs and other costs incurred by Engasco.
5.6. Engasco and Partner shall be responsible for payment of their respective taxes arising from the Agreement and the purchase and sale of Products. Engasco will provide to Partner the required certificate proving its country of residence to determine the applicable tax rate.
5.7. The Contracting Parties determine that the Product is custom-made in accordance with each Partner Order. Therefore, the Partner does not have a right to request replacement or refund of any payments once an Order has been placed. Engasco shall initiate the production of Product once at least 50% of the Product Price has been paid by the Partner. The Partner has no right to demand delivery of the Product from Engasco until the Product Price has been paid in full plus any other payments, interest or fees due in accordance with the law, the Agreement and these Terms.
5.8. If Engasco has produced the Product and informed the Partner with a notice that it is ready for delivery in accordance with article 4.4, but the Partner has failed to take over the Product within a term of one year from the delivery date, Engasco has the right, at its discretion:
5.9. Agreed rights under 5.7 and 5.8 may be agreed upon differently in the Agreement and any possible Annexes to the Agreement between Engasco and Partner.
6.1. Engasco shall provide the Partner with an invoice for payment of Product.
6.2. Ownership of the Product shall transfer to Partner upon completed payment of the Product, at which time Engasco guarantees that the Product shall be free of any registered or unregistered charge, lien, mortgage or other encumbrance. However, any such ownership transfer will be without prejudice of Partner’s right to refuse the Product in case of non-conformity with the requirements of the Agreement.
6.3. If the Partner does not pay the Product Price in accordance with the provisions of the Agreement, Engasco is authorized to calculate the statutory default interest running from the due date up to full payment. If upon the expiration of 14 (fourteen) days from the due date the Partner does not pay the Product Price, Engasco is authorized to suspend all further deliveries to the Partner under any Order and/or terminate the Agreement with immediate effect.
7.1. The Contracting Parties expressly exclude Engasco’s liability towards the Partner for material defects of the Product which it had at the time of transfer of risk to the Partner. In order to maintain the possible rights of Partner in its relations with the carrier, Engasco shall allow the carrier to carry out an inspection of the Product, such as quality control, measurement, weighing, etc., before taking over, and a representative of Engasco and the carrier shall make a report on the inspection.
7.2. Engasco guarantees that it is the sole owner of the Products and that there is no third-party right that excludes, diminishes or restricts the other Contracting Party’s right, the existence of which the other Contracting Party has not been notified, nor has it agreed to take the Products encumbered with that right.
8.1. Engasco gives a limited warranty to the Buyers of the Products for their correctness in accordance with the conditions stated in the Warranty of the Product.
8.2. Engasco shall enclose a valid Warranty with each delivered Product.
8.3. The Product is considered as Product made by specific Partner Order and as such warranty of Product replacement or refund of any received amount is excluded in a case of Partner’s request.
8.4. The warranty period is two (2) years and one (1) year on smaller parts and starts from the day the Partner received the product.
8.5. Engasco warrants that:
8.6. Engasco warrants to Partner that the Products are:
8.7. Engasco’s warranty is conditional upon the Partner using the Product in accordance with its specification and Engasco’s instructions. Engasco will not be liable for any use or modification of the Product that the Partner does outside of such specifications and instructions.
9.1. Engasco makes significant investments to provide Buyers with quality Products at affordable prices, while adhering to highest possible public image standards.
9.2. At no charge to Partner Engasco shall provide it with reasonable amounts of sales literature, online advertising materials, and provide basic training and support in Product sales.
9.3. Engasco shall provide all technical information concerning Product in order to assist Partner in establishing notes for the individual Products. Such information shall be in an electronic format acceptable to Partner and its guidelines, and include Product description, Product search terms, Product weight plus unit of measure, net WEEE weight; Product length, height and width plus unit of measure; Product category; model number and part number; software platform (if applicable); data and safety sheets; and all other available Product information for each Product (e.g. images, marketing materials, and label information), as such information and materials are updated and modified over time.
9.4. Engasco shall send all requests from Area market directly to the Partner in a case of exclusive distribution.
9.5. Engasco agrees to provide Partner with all certifications as to the origin of the Products.
9.6. During the term of the Agreement Engasco shall make spare parts for all components of each of the Products available for sale to the Partner. The spare parts shall be available at prices equivalent to the prices Engasco offers to its other customers for such spare parts.
10.1. The Partner receives spare parts valued at 1% of the machine price with each purchase (“Included Spare Parts”). This allocation applies per machine and is valid only during the warranty period.
10.2. In the event of a malfunction of a part for which a spare part was included as part of the Included Spare Parts, Engasco is not required to replace the Included Spare Part under warranty. If the malfunctioning part was NOT included, or an Included Spare Part malfunctions after correct replacement of a malfunctioning part, Engasco must supply it under warranty.
10.3. Spare parts cannot be accumulated or used beyond the machine’s warranty period.
10.4. Engasco may from time to time issue Product updates and upgrades which, at the discretion of Engasco, may be free of charge for standard updates, while the machine will be 100% operating. Additional updates that are custom made will be charged.
10.5. Engasco shall provide the Partner after sales services during the warranty period and thereafter in accordance with the Agreement.
11.1. The Contracting Parties agree that Engasco is not liable to the Partner for damages it might occur in connection with the use or inability to use the Product, except in cases specified in mandatory legal regulations.
11.2. The Contracting Parties agree that neither party shall be liable for indirect, incidental, consequential or punitive damages including lost profit.
11.3. The Contracting Parties agree that the amount of compensation for damages for which either of them may be liable due to breach of the provisions of this Terms and the Agreement is limited to the value of the concluded Contracts and will be calculated based on actual occurred damage, and such damage will be determined by an expert.
12.1. No intellectual property is transferred or any rights on intellectual property given by the Engasco, unless otherwise agreed in writing by the Contracting Parties.
12.2. If a Partner’s Order requires the Product to contain Intellectual Property elements (such as illustrations, designs, logos, etc.), the Partner grants the use of such rights to Engasco to produce and deliver the Product. In such a case, the Partner confirms and warrants that they hold all rights necessary to authorize Engasco for such use, and shall indemnify and hold harmless Engasco in the event that any third party makes a claim towards Engasco on the basis of intellectual property rights. Engasco shall not in any way be responsible or liable for use of any copyrighted works or other intellectual property in fulfillment of a Partner’s Order.
13.1. Confidential Information must be kept confidential by the receiving party and will be protected by the receiving party from disclosure with at least the same degree of care as that which is accorded to its own confidential information, but in no event with less than reasonable care. Confidential Information will not be disclosed to anyone except:
Engasco agrees not to contact any Partner end user listed in the Confidential Information for the purpose of soliciting a direct sales relationship between Engasco and such party. Engasco shall not be prohibited from contacting or soliciting end users identified in the information: (1) with whom Engasco already has a direct relationship; (2) who contacts Engasco of their own accord; or (3) who are developed as prospective customers independent of the information.
The receiving party is not obligated to protect information received under this Terms and/or Agreement which: (i) is already known to the receiving party at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is received from a third party without similar restrictions and without breach of this Terms and/or Agreement; or (iv) is independently developed by the receiving party.
14.1. The Controller of personal data of the Partner, its employees or associates is Engasco d.o.o. Split.
14.2. The scope of personal data processed by the Controller includes personal data directly disclosed by Partner, as well as data available through publicly available registers.
14.3. The personal data of Partner, his employees or associates will be processed as part of the cooperation between the parties for the purpose of performing the Contracting relationship.
14.4. The legal basis for the processing of personal data is the legitimate interest of the Controller (Article 6 of the GDPR).
14.5. The legitimate interest of the Controller is the effective conclusion and execution of a Contracting or consensual relationship.
14.6. Personal data of Partner, its employees or associates may be transferred to legal entities that process personal data at the request of the Controller, including legal advisers, IT service providers, banks, competent authorities.
14.7. The personal data of Partner, his employees or associates will be processed during the existence of a legitimate interest of the Controller. The period of storage of personal data may be extended each time for a period of limitation of claims, if the processing of personal data will be necessary for the search of any possible claims or the defense against such claims by the Controller.
14.8. All persons whose personal data are processed have the right to access their data and the right to request their correction, removal, restriction of processing and right to object.
14.9. All persons whose personal data are processed also have the right to lodge a complaint with the supervisory body dealing with the protection of personal data in a Member State of the European Union if the processing of their personal data violates the law.
14.10. The provision of personal data is necessary as part of the cooperation of the parties, including for the conclusion and execution of the Agreement – and it is not possible to conclude and execute an Agreement’s obligation without the processing of personal data.
15.1. Any notice between Engasco and Partner shall be in writing (which may include e-mail) and delivered in person or by sending it to the address (including e-mail address) of the other Contracting Party referred to in the Agreement or to another address of which it has notified the other Contracting Party as previously described. Notifications must be sent in such a way as to guarantee the possibility of proving receipt of the notification.
15.2. For Engasco all notifications will be sent to:
15.3. Each Contracting Party is obliged to notify the other Contracting Party of any change in the above data for sending notifications without delay.
16.1. The law of the Republic of Croatia is applicable to Terms and the Agreements.
16.2. All disputes between the Contracting Parties including disputes related to the issues of its valid occurrence, violation, or termination, as well as the legal effects arising therefrom, shall be referred to conciliation procedure in accordance with the applicable Rules of Conciliation of the Croatian Chamber of Commerce. The Contracting parties agree to conduct the conciliation procedure in front of one (1) conciliator. If the parties do not reach an agreement on the person of the conciliator, he shall be appointed by the President of the Conciliation Center at the Croatian Chamber of Commerce.
If these disputes are not resolved by conciliation procedure within 30 (thirty) days after the submission of the proposal to initiate conciliation procedure or within another period agreed by the parties, they shall be finally resolved by arbitration in accordance with the applicable Arbitration Rules at the Croatian Chamber of Commerce’s Permanent Court of Arbitration (Zagreb Rules). Contracting Parties agree that the number of arbitrators in the dispute is one (1), that the law of the Republic of Croatia is applicable and that the arbitration is in the Croatian language and using the Latin alphabet.
17.1. Each Contracting Party warrants to the other Party that:
18.1. Each Contracting Party is authorized to assign rights to a third party, as well as to transfer the claims and obligations under the Agreement to a third party only with the written consent of the other Contracting Party. However, Engasco is authorized to assign to a third party the monetary claims it has under or in connection with the Agreement with the other Contracting Party without the other Contracting Party’s consent.
19.1. The Agreement is entered into for an Agreement period specified in Business Terms of the Agreement and shall enter into force upon signature by both Contracting Parties by their authorized representatives.
19.2. The Agreement will be automatically renewed for a successive Agreement period of same length as specified in Business Terms, unless either Contracting Party gives written notice on termination to the other Contracting Party at least 60 (sixty) days prior the day of expiration.
19.3. Either Contracting Party is authorized to terminate the Agreement at any time by giving written notice to the other Contracting Party with a notice period of 60 (sixty) days. The Agreement terminates upon the expiration of the notice period. This paragraph can be agreed upon differently in the Agreement.
19.4. Engasco is authorized to terminate the Agreement with immediate effect by delivering written notice to the Partner if the Partner fails to pay any amount payable under the Agreement within 30 (thirty) days from the due date of payment. The Agreement is then considered terminated on the day of sending the written notice to the Partner. In such case, Engasco is authorized to terminate the Contracts created by accepting or confirming the Order.
19.5. Either Contracting Party is authorized to terminate the Agreement at any time with immediate effect by giving written notice to the other Contracting Party, if:
20.1. The Partner shall, at his own expense, within 60 (sixty) days from the termination of the Agreement, return to Engasco all samples and promotional materials related to Products, or to treat them in accordance with other instructions of Engasco.
20.2. Outstanding receivables under the Agreement for which Engasco has issued an invoice to the Partner are due on the day of termination or cancellation of the Agreement, and claims for which no invoice was issued on the day of termination or cancellation of the Agreement, fall due immediately upon receipt of the invoice.
20.3. On the date of termination of the Agreement, the Partner is obliged to stop promoting, selling, and advertising Product and stop using any trademarks or other forms of intellectual property of Engasco, except for the purpose of selling the Products purchased before the termination of the Agreement.
20.4. Due to the extreme importance of keeping confidential the data from the Agreement, which together constitute a package of unpatented practical information arising from the experience and testing by Engasco related to the Products (know-how), the Contracting Parties agree that the Partner shall not use such information or produce same or similar products in the Area, for 1 (one) year after the termination of the Agreement.
21.1. Each party agrees to conform to, and abide by, the export laws and regulations of the Area. The Partner is obligated, when applicable, to provide Engasco with proof that the goods have been exported when Engasco will need such proof for tax reasons. If Engasco suffers a higher tax burden because of Partner’s failure to produce such proof, Engasco will have the right to compensate the higher paid tax amount from the Partner.
21.2. The parties have not made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official or politician, or the immediate family of any such official or politician, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Engasco or Partner in obtaining or retaining business, or securing an improper advantage. The commitment to adhere to such anti-bribery and corrupt practices legislation shall also extend to any dealings between the parties and their commercial customers and other parties.
22.1. Neither party shall be liable for any delays or failure of performance of any obligations hereunder which is proximately caused by strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, war, governmental action, restrictions by governmental or other competent authority, statutory or regulatory obligation, labor conditions, disruptions caused as a result of the Internet, or other causes beyond its reasonable control, provided that diligent continuing efforts are made to resume performance hereunder if such resumption is a commercially reasonable option. Written notice must be given to the other party for any claim made under this section.
23.1. Agreements between Contracting Parties do not constitute a partnership agreement within the meaning of the Civil Obligations Act or a joint venture agreement of the Contracting Parties, nor does it authorize either Contracting Party to act in its own name and on behalf of the other Contracting Party, or on behalf of the other Contracting Party. Nothing in the Agreement between Contracting Parties shall be construed in a way that it constitutes a partnership between the Contracting Parties within the meaning of the Civil Obligations Act, a joint venture agreement, or that one Contracting Party is authorized to act in its own name and on behalf of the other Contracting Party, or on behalf of other Contracting Parties. Neither Contracting Party shall be liable for any act or omission of the other Contracting Party towards third parties.
23.2. In the event any provision of this Terms and/or Agreement is held to be unenforceable, that shall not affect the legal force and effect of other provisions of this Terms and/or Agreement, and Contracting Parties agree to exert their best efforts to replace the unenforceable or invalid provision with the valid and enforceable provision, to the extent allowed and possible.
23.3. This Terms and/or Agreement supersedes any and all previous proposals, representations or statements, oral or written between the parties relating to the subject matter of such. Such previous agreements between the parties are expressly terminated. Any modifications to this Terms and/or Agreement must be in writing and signed by authorized representatives of both parties.
23.4. Engasco represents and warrants that the Products and their components have been sourced, manufactured, assembled or otherwise produced in accordance with international trading standards including the United Nations Convention on the Rights of the Child and the Conventions of the International Labour Organization (including the Declaration on Fundamental Principles and Rights at Work).
© 2023 Engasco d.o.o. Split – Croatia. All rights reserved.
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Buy your Machines or start a Ice Rebus Franchise.
Buy your Machines or start a Ice Rebus Franchise.
Buy your Machines or start a Ice Rebus Franchise.
Buy your Machines or start a Ice Rebus Franchise.