1. Definitions & Interpretation.

a. Where used in these Terms and Conditions of sale:

i. “Authorised Representative” means any person who holds the job title and office of General  Manager, Finance Director or Vice-President.

ii. “Buyer” means any individual, person, entity, company, firm, partnership or organization that  purchases Products from INSIGHTFUL for use in its business or the business of a third party  end-user or other customer.

iii. “Consumer” means any natural person who enters into a legal transaction for a purpose that is  outside his trade, business or profession (Croatian Civil Code).

iv. “Conditions” means these Terms and Conditions of Sale or any such successor terms and  conditions that the Buyer is notified are in full force and effect as of the date of a Contract and are  concurrently available at the following URL:

Buyer may also request a copy of the most current Terms and Conditions of Sale via email to the  following address: sales@insightful.hr

v. “Contract” means any agreement for the purchase and sale of Products from INSIGHTFUL to Buyer which result from a Purchase Order submitted to and accepted by INSIGHTFUL.

vi. “Contract Date” means the date upon which a Purchase Order is accepted by INSIGHTFUL.

vii. “E-System” means the Product ordering website operated by INSIGHTFUL currently  located at the following URL: https://www.insightful.com.hr

viii. “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot,  fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labour, trade disputes,  breakdowns, accidents of any kind or any other causes which are beyond the reasonable control of  INSIGHTFUL (including delay by its Suppliers).

ix. “Goods” means any Supplier’s goods and/or software, or any instalment or parts thereof, which  are supplied by INSIGHTFUL to Buyer pursuant to a Contract, including any Supplier  documentation related thereto.

x. “Products” means any combination of Goods, Special Order Goods and Services which are supplied  by INSIGHTFUL to Buyer pursuant to a Contract.

xi. “Purchase Order” means Buyer’s oral, written or electronic order for Products and shall include  any order that Buyer places online through the Website or transmits via email or facsimile.

xii. “Services” means any Supplier’s services which are supplied by INSIGHTFUL to Buyer pursuant to a Contract.

xiii. “Special Order Goods” shall mean any Goods that are custom ordered or configured to Buyer’s  specifications, or otherwise designated as special order Goods by INSIGHTFUL.

xiv. “Supplier” means the supplier, licensor, publisher, manufacturer or other third party provider of  Products.

xv. “INSIGHTFUL” means Inovativa d.o.o., HR-10000 Zagreb, ul. Hrvoja Vukčića 5.

b. As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that  statute as amended, re-enacted or otherwise modified from time to time, (ii) the term “including”  will always be deemed to mean “including, without limitation”, (iii) a definition is equally applicable  to the singular and plural forms of the feminine, masculine and neuter forms of the term defined,  and (iv) any headings in the Conditions are for convenience only and shall not affect the  interpretation of any terms.

c. The following General Terms of Order & Sale shall additionally apply for the Terms and Conditions for the Provision of Services by INSIGHTFUL.

2. General Terms of Order & Sale.

a. These General Terms of Sale shall apply for the entire business relationship, between INSIGHTFUL and Buyer. No additional or alternative terms or conditions or any alteration to these Conditions proposed by the Buyer contained or referred to in a Purchase Order or other form submitted to INSIGHTFUL shall be deemed to apply unless they are expressly accepted in  writing by an Authorised Representative of INSIGHTFUL with respect to that Purchase Order.  Similarly, any Purchase Orders submitted and automatically accepted through the E-System which contain Buyer’s terms or conditions shall be deemed a rejection of such Buyer’s terms or conditions and an offer by Buyer to purchase Products subject to the Conditions.

b. INSIGHTFUL will use reasonable efforts to notify Buyer of any material changes to the Conditions before they become applicable, but it is the sole and exclusive responsibility of the Buyer to ensure that it is familiar with the most current set of Conditions which apply to any Contract between INSIGHTFUL and Buyer.

c. Buyer shall be deemed to have accepted these Conditions by the earlier of: (i) signing a INSIGHTFUL credit application, (ii) submitting a Purchase Order to INSIGHTFUL, or (iii)  accepting Products from INSIGHTFUL.

d. Notwithstanding the foregoing, Buyer agrees that INSIGHTFUL’s provision of a price quotation, price list or any other information shall not be considered an offer by INSIGHTFUL to sell Products at those prices or subject to any other terms and conditions.  Only a Purchase Order submitted by Buyer shall constitute an offer to contract subject to these Conditions,  however, a Purchase Order shall not be deemed a Contract unless and until the earlier date upon  which: (i) written confirmation is provided by INSIGHTFUL, (ii) a Purchase Order placed through the E-System is confirmed by INSIGHTFUL via email, or (iii) INSIGHTFUL proceeds with the fulfilment of the Purchase Order.

e. Notwithstanding the foregoing, INSIGHTFUL and its Suppliers reserve the right to make any changes in the specifications of the Products, without notice to Buyer, which are required in  order to conform to any statutory or other legal requirements or which do not materially affect the  performance of the relevant Products.

f. Where Services relate to the provision of training, INSIGHTFUL reserves the right to provide such Services at a venue or venues other than INSIGHTFUL’s premises and to  provide personnel of its own selection.  INSIGHTFUL further reserves the right to refuse or curtail any training Services if a delegate or substitute delegate attending on behalf of Buyer fails to satisfy any training requirements for which Buyer was notified prior to the commencement of such  training.

g. Any Products which are subject to guidelines, restrictions or provisions imposed by a Supplier are  sold, supplied and delivered to Buyer subject to any such guidelines, restrictions or provisions.

3. Special Order Goods.

a. Notwithstanding anything to the contrary contained herein, if Buyer has elected to purchase Special Order Goods, Buyer understands and agrees that any Contracts for Special Order Goods may not be cancelled, withdrawn, rescheduled or otherwise modified by Buyer, and Buyer further understands and agrees that such Special Order Goods may not be returned, refused or rejected for any reason whatsoever. Further, Buyer shall not be entitled to a credit or refund for such Special  Order Goods for any reason whatsoever.  Buyer shall indemnify and hold INSIGHTFUL harmless for any and all delays, claims, losses, liabilities, costs or expenses related to Special Order Goods for which Buyer is responsible.

b. Buyer shall be solely responsible for the accuracy of any Purchase Order submitted for Special  Order Goods, including the specification, configuration or other details of such Special Order Goods and their functionality, compatibility and interoperability with other products, as well as their fitness  for particular use as required by Buyer’s customer.

c. INSIGHTFUL warrants, for a period of fourteen (14) days from delivery, that any Special  Order Goods will be delivered subject to the configuration set forth on the Purchase Order.   INSIGHTFUL’s sole and exclusive liability, and Buyer’s sole remedy, for a breach of the foregoing warranty shall be to repair or replace, at INSIGHTFUL’s sole and absolute discretion, the Special Order Goods, provided, INSIGHTFUL shall have no liability for any  inaccuracies on a Purchase Order. In addition the provisions in Clause 11 shall apply.

4. Cancelling & Rescheduling Purchase Orders.

No Purchase Order which has been accepted by INSIGHTFUL may be cancelled or rescheduled by Buyer except with written agreement by INSIGHTFUL and on the condition that Buyer shall indemnify INSIGHTFUL, in full, against all loss (including loss of profit), costs  (including the cost of all labour and materials used), damages and expenses incurred by INSIGHTFUL as a result of a cancellation, subject to a minimum of 5% of the total value of a cancelled Purchase Order excluding VAT (which amount Buyer agrees represents a genuine pre-estimate of  INSIGHTFUL’s loss), together with INSIGHTFUL’s costs and expenses of recovering  Products delivered or in transit. Notwithstanding both parties are free to prove that the actual  damage incurred is higher or lower than 5% of the total value of a cancelled Purchase Order.

5. Prices.

a. The price of Products in INSIGHTFUL’s stock on the Contract Date shall be: (i) the quoted  price (which shall be given formally in writing and be valid for seven (7) days following the date of  quotation), or (ii) the list price in INSIGHTFUL’s then current published price list on the date of Contract, where no price has been quoted or a quoted price has expired.

b. The price of Products which are not in stock on the Contract Date (“Backordered”) shall be: (i) the  quoted price (which shall be given formally in writing and be valid for seven (7) days following the  date of quotation), or (ii) the list price in INSIGHTFUL’s then current published price list on the date the Backordered Products are scheduled for delivery to Buyer.

c. Notwithstanding the foregoing, INSIGHTFUL reserves the right, by giving notice to Buyer any time before delivery, to increase the price of Products after the Contract Date to reflect any  increase in the cost of such Products that is due to any factor beyond the control of INSIGHTFUL, including any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which are requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give INSIGHTFUL adequate information or instruction, but INSIGHTFUL shall only increase its price by the amount necessary to reflect such an increase.  If a price is increased by more than 10% after the  Contract Date, Buyer is entitled to rescind from the respective contract.  Further, in the event  INSIGHTFUL or its agent makes a material error or omission when quoting a price, INSIGHTFUL shall be entitled, for a period of thirty (30) days following the Contract Date, to increase the price of the related Products sold to Buyer by either (i) invoicing Buyer for the Buyer’s  proper list price on the date of the Contract Date, or (ii) allowing Buyer to return such Products to INSIGHTFUL and crediting Buyer for the fees paid by Buyer for such Products.

d. Except as otherwise stated on a price quotation or in INSIGHTFUL’s then current price list,  and unless otherwise agreed in writing between the Buyer and INSIGHTFUL, all prices are  quoted on an Ex Works basis (as per Incoterms 2010).

e. All prices and charges are exclusive of the cost of packaging and delivery, insurance, configuration,  fulfilment and other services, as well as applicable value added tax (VAT), sales, use, consumption,  gross sales tax (GST) and other taxes (other than taxes based upon INSIGHTFUL’s net  income) for which the Buyer shall be additionally liable for paying to INSIGHTFUL.  Buyer shall make all payments to INSIGHTFUL without reduction for any withholding taxes, which shall be Buyer’s sole responsibility.  All taxes shall be paid by Buyer to INSIGHTFUL unless  Buyer provides INSIGHTFUL with a valid certificate of exemption acceptable to the appropriate taxing authority.

f. Prices exclude any copyright levies, waste and environment fees and similar charges that INSIGHTFUL by law or statute may charge or collect upon in accordance with such laws or statutes. For  the sale of software see Clause 13.

g. In the event a Supplier should grant a special pricing consideration or discount to INSIGHTFUL and such Supplier pricing is made available to Buyer (“Pass-Through Discounts”), the Buyer agrees to adhere to the terms and conditions of such Pass-Through Discounts (“Pass-Through  Discount Terms”), and agrees to indemnify INSIGHTFUL for any Supplier claims against INSIGHTFUL for Buyer’s failure to comply with such Pass-Through Discount Terms.  Buyer agrees that payment and receipt of benefits under Pass-Through Discount Terms are contingent upon Buyer’s compliance with such terms, and further agrees to pay any costs or fees, if any, charged  to INSIGHTFUL by the Supplier for participation in Pass-Through Discounts.

6. Payment.

a. If Buyer has not been granted credit facilities by INSIGHTFUL then Buyer’s payment shall  be due on the date of the invoice and in advance of delivery.  If Buyer has been granted credit facilities by INSIGHTFUL then Buyer shall pay the purchase price, without any deduction or set-off, within fourteen (14) days from the date of the invoice which shall be issued to Buyer on the date that Products are shipped. If payment is made by credit or debit card then Buyer agrees to pay all fees and service charges incurred by INSIGHTFUL in handling such transactions, including  fees charged by the credit or debit card company.

b. All express deliveries are subject to additional shipping charges regardless of invoice value.

c. In case the Buyer is in default of payment or a presentation of a petition for a bankruptcy regarding  the Buyer has been filed with the competent court or Buyer exceeds its credit limit, without  prejudice to any other right or remedy available to INSIGHTFUL, the full price of all Products delivered to Buyer under any Contract, but not paid, shall become immediately due (notwithstanding any previously agreed credit terms) and INSIGHTFUL shall be entitled to take any or all of the following courses of action:

i. by notice, suspend or determine any Contract or any part thereof, without liability, stop any  Products in transit and, at its discretion, subject to Clause 8, enter Buyer’s premises to recover  Products for which payment has not been made in full;

ii. charge Buyer interest, both pre- and post judgment, on any unpaid amount past due, at the  rate of 2.5% per month until full payment is made. For clarity, a part of a month shall be treated as a full month for the purpose of calculating interest;

iii. set-off any amounts due against any credit note, balance or other liability issued by  INSIGHTFUL to Buyer;

iv. appropriate any payment made by Buyer to such Products (including Products supplied  under any other contract between Buyer and INSIGHTFUL or any INSIGHTFUL branch or subsidiary) as INSIGHTFUL may deem fit (notwithstanding any  purported appropriation by Buyer); and/or

v. alter Buyer’s payment terms, which may include withdrawing or altering any credit limit  previously granted, requiring prepayment, and demanding adequate assurance of due  performance by Buyer through the provision of a bank guarantee. Further claims of INSIGHTFUL remain unaffected.

d. Buyer shall provide INSIGHTFUL with copies of its annual and/or quarterly financial  statements upon INSIGHTFUL’s request.  Buyer shall notify INSIGHTFUL in writing  prior to entering into any contract whereby Buyer would sell, assign, factor or otherwise transfer any  book debt owed to Buyer, or before entering into any form of invoice discounting arrangement with  a third party.

e. Any credit note, balance or other liability issued by INSIGHTFUL to Buyer (including values  of Product trade-ins or promotions) shall expire, without notice, within twelve (12) months of the  date of issuance by INSIGHTFUL. Buyer shall be deemed to have forfeited any right to such credit amounts and shall not be entitled to a replacement or repayment of any amounts related  thereto. 

f.  Buyer will be entitled to set off counterclaims against claims of INSIGHTFUL only if the  counterclaims are recognized by a final and binding court judgement or undisputed. The same shall  apply with regard to any right of retention of Buyer.

7. Delivery.

a. Any dates quoted for delivery of the Products are approximate only and INSIGHTFUL shall not be liable for any delay in delivery of the Products however caused.  Time for delivery shall not be  of the essence of any Contract unless previously agreed in writing by INSIGHTFUL.  Any Products may be delivered by INSIGHTFUL in advance of the quoted delivery date upon giving reasonable notice to Buyer.

b. Unless otherwise agreed in writing, delivery of the Products shall be made Ex Works (Incoterms  2010) at INSIGHTFUL’s premises upon notification to Buyer that such Products are ready for collection.  Buyer shall be entitled to collect the Products any time thereafter on reasonable notice during INSIGHTFUL’s normal business hours.  INSIGHTFUL shall have the right to  assume that any person who both reasonably appears and claims to have the authority to accept and sign for delivery of the Products on behalf of Buyer does, in fact, have requisite authority from Buyer.

c. Claims for non-delivery of Products must be made in writing to INSIGHTFUL within five (5)  working days from the date of invoice.  In the event INSIGHTFUL should agree to deliver Products directly to Buyer’s customer any such delivery shall be deemed to be made to Buyer and  any refusal by Buyer’s customer to accept such delivery shall be deemed to be a refusal by Buyer.

d.  Buyer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by  the parties in writing or unless partial delivery is not reasonable for the Buyer. Where the Products are delivered in installments, each delivery shall constitute a separate Contract.  Failure by INSIGHTFUL to deliver any one or more of the instalments in accordance with these Conditions or any  claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as  repudiated or to cancel any other installment.

e. If Buyer fails to take delivery of the Products or fails to give INSIGHTFUL adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, INSIGHTFUL may: (i) store the Products until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products. Further claims of INSIGHTFUL remain unaffected.

8. Title and Risk.

a. Risk of loss or damage to the Products shall pass to Buyer: (i) upon delivery, or (ii) if Buyer  unjustifiably fails to take delivery of the Products, at such time as delivery is tendered by INSIGHTFUL.  Buyer shall insure the Products for their invoice value from the date delivery is made or  tendered. 

b. As far as INSIGHTFUL is owner of exclusive rights of use with regard to copy rights for Goods and other Products of INSIGHTFUL Buyer acquires a simple right of use with regard to  the Goods/Products only upon complete payment of all claims of INSIGHTFUL regarding the Goods/Products. Buyer is not entitled without prior written consent by INSIGHTFUL to grant sublicenses.  INSIGHTFUL will refuse its consent only for an important reason. The simple right of use refers only to the Product which is mentioned in the order of Buyer/the delivery note.

c. The delivered Goods/Special Order Goods shall remain the property of INSIGHTFUL until the purchase price has been paid in full. The Goods/ Special Order Goods shall also remain the  property of INSIGHTFUL until such time as all the INSIGHTFUL’s claims from the business relationship with Buyer at the date on which the respective contract was concluded are paid. If Buyer is a merchant/entrepreneur INSIGHTFUL’s reservation of title finally will also cover its claims arising against Buyer in the future, including claims for balances. If Buyer is a merchant/entrepreneur the reserved Goods/ Special Order Goods also serve to secure all the of INSIGHTFUL’s claims against businesses in which Buyer holds a direct or indirect interest in.

d. If Buyer is a merchant/entrepreneur the following shall apply for the duration of the reservation of  title:  Buyer shall bear the risk of loss, wear and damage of and to the purchased Goods/ Special  Order Goods during the period in which title is retained. During the period in which title is retained,  the purchased Goods/ Special Order Goods shall be insured at reinstatement value, including all  transport risks, on a fully comprehensive basis and to cover third-party liability, subject to the  condition that INSIGHTFUL shall be entitled to the rights under the insurance policy. All  claims of Buyer under the insurance contract are thus hereby assigned to INSIGHTFUL. INSIGHTFUL hereby accepts this assignment. Insurance benefits shall be used in full to restore the purchased Goods/ Special Order Goods. In the case of total loss, the insurance benefits shall be used to pay INSIGHTFUL’s remaining claims. Buyer shall be entitled to any surplus amount.

e. Any processing of the reserved Goods/ Special Order Goods shall be effected at no cost to  INSIGHTFUL, i.e. legally INSIGHTFUL is the maker of the new item within the meaning of the Croatian Civil Obligations Act. Buyer shall keep the item created by the processing in safe custody at no cost.

f. Buyer may not pledge or assign by way of security the reserved Goods/ Special Order Goods or  assign or pledge expectant rights in the reserved Goods.

g. If Buyer is a merchant/entrepreneur he/it is entitled to resell the delivered Goods/Special Order  Goods or the item that arises from the processing subject to revocation in the ordinary course of  his/its business.  Buyer hereby assigns to INSIGHTFUL all claims to which he/it is entitled  from the resale and the business relationship with its buyers in connection with the resale, including  any current account balance claims and all ancillary rights. INSIGHTFUL hereby accepts this  assignment. Buyer is entitled and obliged to collect the receivables assigned to INSIGHTFUL unless and until INSIGHTFUL revokes such authorization. The authorization to collect the  receivables shall lapse without any express revocation if Buyer stops his payments. If the collection  authorization lapses, Buyer shall, at the request of INSIGHTFUL, state in writing without  delay to whom he/it sold the purchased item and what claims he/it is entitled to from the sale. The monies received by Buyer after the lapse of the collection authorization in respect of the claims assigned to INSIGHTFUL shall be held on a fiduciary basis up to the amount of all secured claims and shall be paid to INSIGHTFUL immediately.

h. Buyer shall inform INSIGHTFUL without delay of any impairment to the rights in the purchased Goods/Special Order Goods in which INSIGHTFUL has title. Buyer shall bear the  costs of all measures to release the item assigned to INSIGHTFUL by way of security from  third party rights.

i. If the value of the claims assigned to INSIGHTFUL exceeds INSIGHTFUL’s claims against Buyer by more than 10%, INSIGHTFUL shall, at the request of Buyer, reassign the  claims to such an extent.

j. If Buyer is in default in payment, the reserved Goods/Special Order Goods shall be returned to  INSIGHTFUL without delay without any need for INSIGHTFUL to rescind the  contract. The same shall apply correspondingly to a significant deterioration in Buyer’s financial  situation. The demand that the reserved Goods/Special Order Goods be returned and their return do not constitute withdrawal from the contract.

9. Damage & Loss in Transit.

a. INSIGHTFUL shall not be liable in respect of error in delivery, loss, damage or destruction  to any Products during transportation of the Products to Buyer unless notice thereof is advised to INSIGHTFUL by telephone immediately on receipt of the Products and confirmed in writing within five (5) working days and INSIGHTFUL has agreed to deliver the affected Products to Buyer in accordance with paragraph 7b.  Buyer shall concurrently notify the carrier in writing of any such error, loss or damage and shall in all cases, where possible, enter a note of the same upon the  carrier’s bill of lading or other delivery receipt.  If by reason of Buyer’s failure to give any such notice  as provided above INSIGHTFUL is unable to make recovery from the carriers in respect of the error, loss or damage complained of, then Buyer shall be liable to pay for Products as though no such error, loss or damage occurred.  No liability for Product shortages will be accepted by INSIGHTFUL unless such shortage is noted on the bill of lading or other delivery receipt.

b. Subject to the foregoing, any Products which INSIGHTFUL has agreed to deliver to Buyer  in accordance with paragraph 7b that are delivered in error or lost, damaged or destroyed during

transportation will be replaced or rectified by INSIGHTFUL, as originally ordered or, if rectification or replacement is not practicable, INSIGHTFUL will issue a credit to Buyer equal  to any payments received by INSIGHTFUL for such Products.  INSIGHTFUL shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any error, loss,  damage or defect except as set forth herein and except for INSIGHTFUL’s liability for intent  or gross negligence.

c. Any error, loss, damage or destruction of Product discovered by Buyer in delivery shall not entitle  Buyer to rescind the remainder of a Contract  unless such error, loss, damage or destruction is due to  INSIGHTFUL’s intent or gross negligence.

10. Publications & Specifications.

Any and all specifications, descriptions, photographs, measurements, capacities or illustrations  contained in any catalogues, price lists, brochures, leaflets, proposals, advertising matter,  publications of INSIGHTFUL or a Supplier are intended to be illustrative and approximate  only and shall not form part of a Contract or constitute a representation, warranty or condition  regarding any Products unless specifically agreed by written agreement between the Buyer and  INSIGHTFUL.  No employee or agent of INSIGHTFUL has any authority to make any  representation regarding the Products. Buyer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained  herein.

11. Warranty.

a. Buyer understands that INSIGHTFUL is not the Supplier of the Products. INSIGHTFUL buys such products from the Supplier/manufacturer only for intermediary trade.

b. For warranty regarding intellectual property rights see Clause 13. below. 

c. Buyer shall, at its expense, properly examine the delivered Products without delay after receipt  and shall notify INSIGHTFUL in writing without delay of any defects or incorrect deliveries or missing quantities. Notification is deemed to be made without delay if it is received by INSIGHTFUL within eight days after delivery of the Product in question. If Buyer is a merchant/entrepreneur hidden defects shall be notified to INSIGHTFUL in writing without  delay after discovery. If Buyer is a Consumer hidden defects shall be notified to INSIGHTFUL in  writing without delay after discovery, to the latest before the expiry of the statutory period of  limitation for defects. 

d. If Buyer is a merchant/entrepreneur the following shall apply additionally:  Upon receipt of  notification of a claim pursuant to this Section 11 from Buyer, INSIGHTFUL shall notify Buyer  whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through INSIGHTFUL. In the event the Claim must be handled directly between  Buyer and Supplier, INSIGHTFUL shall provide contact information to enable Buyer to  contact Supplier. In this case Section 11. g to p. shall apply additionally. In the event the Claim will be handled by INSIGHTFUL, then paragraphs 11 e. to p. shall apply. Clause 3 c. concerning  Special Order Goods remains unaffected.  If Products have to be returned to INSIGHTFUL INSIGHTFUL shall provide Buyer with a return material authorization (“RMA”) for Buyer to return the Products to INSIGHTFUL, and Buyer shall return such Products to INSIGHTFUL in accordance with these Conditions and INSIGHTFUL’s then current RMA policy  (which shall be made available to Buyer upon request). No Products may be returned to INSIGHTFUL without a valid RMA number displayed on the Products packaging.  Any Products returned  without a valid RMA number displayed on the Products packaging will be refused or returned.   INSIGHTFUL shall not be obligated to ship replacement Products to Buyer until INSIGHTFUL is in receipt of the original Products being returned.  INSIGHTFUL has no  obligation to accept a return of Products that fail to comply with a Supplier’s policy on Product  returns. If INSIGHTFUL does not collect Products by its own transport company the Buyer agrees that INSIGHTFUL shall not be liable for loss of or damage of the returned Products.  Any return is in the sole and exclusive interest of INSIGHTFUL and can be charged with a redemption fee of up to 15%.

e. INSIGHTFUL hereby assigns its claims in respect of defects against the Supplier to the  Buyer. The Buyer hereby accepts such assignment. The Buyer shall initially proceed against the  Supplier on the basis of the assigned claims. If the claims cannot be enforced against the Supplier,  the Buyer shall prove this to the Seller. INSIGHTFUL shall then act in accordance with its  liability for defects.

f. If Buyer is a merchant/entrepreneur the following shall apply to his/its claims due to defects unless  Buyer has a valid and enforceable claim against the supplier of INSIGHTFUL pursuant to  paragraph 11e.: Its claims in respect of defects are generally restricted to repair or replacement.  INSIGHTFUL may, at its discretion, repair or replace the Products in question. INSIGHTFUL is entitled to make a reasonable number – at least three – of repair attempts or replacement deliveries. If repairs or replacement delivery are not successful, Buyer may, at its election, either rescind the contract or reduce the payment. This right is limited to the delivery in question provided that it is not unreasonable to expect Buyer to accept such a restriction on the  basis of the nature of the Products. The provision set out in Clause 3. c. remains unaffected.

g. If the specified performance quantities are not achieved, Buyer may only claim a reasonable  reduction in the price if it proves impossible to remedy the defects. This shall not apply if the  performance parameters are expressly warranted or if Buyer cannot reasonably be expected to take  the delivered item under the given circumstances.

h. All Products are sold subject to the express warranty terms, if any, specified by the original  Supplier of the Products.  Buyer will ensure that any express warranty terms provided with the  Products, including any benefits related thereto, are passed on to its Buyers from the original  Supplier of the Products. 

i. There shall be no claims in respect of defects in the case of insignificant divergences from the  agreed quality or usability.

j. If Buyer is a merchant/entrepreneur the following shall apply on the period of limitation for his  claims: Claims for defects in respect of delivered Products shall become time-barred one year after  delivery. In case of delivery of incorporeal Products (e.g. an opinion or an individual software) claims for defects become time-barred within one year after acquaintance by Buyer of the defect, to the  latest two years after delivery of the incorporeal Products claims for defects of Buyer become time barred.

k. The limitation period in paragraph j. shall not apply if the law prescribes compelling longer periods or in the case of willful or grossly negligent breach of duty by INSIGHTFUL or in case of  fraudulent failure to disclose a defect or in cases in which life, body or health are injured. The  statutory provisions on suspension/resumption of the expiration of the limitation period periods  shall remain unaffected. If INSIGHTFUL’s order confirmation provides for a longer warranty  period, claims for defects shall become time-barred at the end of the stipulated warranty period. So called “guarantee periods” are warranty periods. Claims for defects in respect of repair work or  replacement deliveries shall become time-barred three months after completion of the repair work  or the replacement delivery, but not before the end of the original period. 

l. If the delivered Product is later taken to a place other than the agreed place of delivery and if as a  result costs – in particular relating to transportation, route, materials or work – increase, these shall  not be borne by INSIGHTFUL. This restriction shall not apply if the taking of the delivered  Product is in accordance with its intended and contractually agreed use. 

m. Damage resulting from external influence, improper treatment, incorrect operation, normal wear  and tear or corrosion is excluded from liability for defects.

n. INSIGHTFUL shall not be liable in the case of faulty or improper maintenance of the  purchased Product by persons not authorized by INSIGHTFUL.

o. If Buyer is merchant/entrepreneur the following shall apply: With regard to a recourse pursuant to Croatian Civil Code Buyer will have to inform INSIGHTFUL concerning claims of its clients and to give INSIGHTFUL the opportunity to settle claims of Buyer’s clients directly  with them. If INSIGHTFUL does not exercise this right it will be liable to Buyer only with  regard to claims of Buyer’s clients pursuant to the statutory regulations but not for claims of Buyer’s  clients due to a guarantee of the Buyer which exceeds the statutory warranty regulations.

p. Buyer may not make or pass on, and shall take all measures necessary to ensure that neither he/it  nor any of its agents or employees shall make or pass on, any warranty or representation relating to  a Product on behalf of INSIGHTFUL or Supplier to its Buyers.

12. Limitation of Liability.

a. INSIGHTFUL shall not be liable for damage of any kind whatsoever.  This exclusion shall  not apply:

– to damage which INSIGHTFUL brings about on the basis of intent or gross negligence;

– in cases of slight negligence to damage based on injury to life, body or health or for damage based  on an infringement of fundamental contractual duties by INSIGHTFUL. Fundamental  contractual duties are all duties which must be fulfilled for a proper execution of a Contract.

b. In cases of negligent infringement of fundamental contractual duties, INSIGHTFUL’s  liability – except in cases of injury to life, body or health – is limited to contract-typical damage which  is foreseeable for INSIGHTFUL on conclusion of the Contract or on the infringement of the  duty.

c. Claims for damages of Buyer being a merchant/entrepreneur against INSIGHTFUL due to  slight negligence pursuant to paragraphs a. and b. will be excluded in any case if court proceedings  are not commenced within three months after INSIGHTFUL or its insurer have rejected the  claims and thereby referred to the said three-month period.

d. The above liability exclusions and limitations in paragraphs a. to c. of Clause 12 shall also apply to  INSIGHTFUL’s liability in respect of its officers, employees, and vicarious agents and to the  personal liability of INSIGHTFUL’s officers, bodies, employees and vicarious agents.

e. The above liability exclusions and limitations in paragraphs a. to d. of Clause 12 shall not apply in  the case of liability pursuant to mandatory provisions in the applicable product liability legislation for damage to persons and property or in case INSIGHTFUL has given a guarantee (Garantie)  regarding the quality or durability of the Products.

13. Intellectual Property Rights.

a. Buyer acknowledges that the Products are the intellectual property of the Suppliers.  Nothing  contained herein shall be deemed to grant any right or title to such intellectual property to Buyer.   Buyer further agrees not to translate, reverse compile or disassemble any software and agrees to  transfer to its customers a copy of any license agreements or other documents included with the  Products.  Buyer will not remove, alter or destroy any form of copyright notice, proprietary markings,  serial numbers, or confidential legends placed upon or contained within any Products.

b. INSIGHTFUL confirms that it is not aware of any patents which might be infringed by the Products to be supplied or patents which might be infringed by the use of the Products together with  software or other additions procured by Buyer. It is the obligation of Buyer to check the applicable  patent situation and make sure that third party patents are not infringed. Buyer shall keep INSIGHTFUL free and harmless from any claims based on patent infringement caused through the  importation of a product or its use. INSIGHTFUL hereby explicitly excludes any and all  liability for possible patent infringement of the Products or the use thereof which Buyer cannot prove INSIGHTFUL’s prior positive knowledge. Claims against INSIGHTFUL with regard to  patents of third parties become time-barred one year after delivery of the Goods. If a Supplier has  expressly agreed to offer indemnification and defence to Buyer on a pass through basis Buyer agrees  that INSIGHTFUL will not and has no duty to indemnify, defend or hold Buyer or a third  party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments  or settlement amounts arising out of or in connection with the actual or alleged infringement of a  third party’s intellectual property rights.

c. When making proposals and agreements with foreign governments which involve any Products,  Buyer will take all reasonable steps to ensure that Supplier’s proprietary rights in such Products  receive the maximum protection available from such foreign government for commercial computer  software and related documentation developed solely at private expense.

d. Nothing contained herein shall be construed as authorizing or granting to Buyer any right or  license to use any logo, trademark or trade name of INSIGHTFUL or any Supplier, any license  of which shall be subject to separate agreement including any then current policies of INSIGHTFUL or its Suppliers, as appropriate.

e. All software will be supplied pursuant to the licensing terms of the Supplier.

14. E-System Specific Terms.

a. Buyer is solely responsible for the use of any User ID, password or other forms of identification  (collectively “Buyer ID”) for accessing the E-System, and in maintaining the confidentiality of the Buyer ID.  Buyer shall immediately notify INSIGHTFUL in the event it should lose or misplace  or suspect any abuse (actual or attempted) of the Buyer ID.  Buyer shall maintain appropriate  security policies and procedures to ensure proper use of the Buyer ID.  Absent notice from Buyer otherwise, INSIGHTFUL shall have the right to rely absolutely on any Purchase Orders submitted through the E-System and treat any Purchase Order submitted through the E-System as a  valid and binding offer to purchase.

b. Buyer agrees that INSIGHTFUL cannot guarantee the security or integrity of any data or information exchanged through the Internet or the E-System. But, INSIGHTFUL will be liable  for wrongful intent or gross negligence in this regard.

15. Force Majeure.

a. INSIGHTFUL shall not be liable to Buyer or be deemed in breach of these Conditions or  any Contract by reason of delay or failure to perform if such delay or failure to perform was caused  by Force Majeure on the side of INSIGHTFUL or its Suppliers.

b. In the event of a Force Majeure event: (i) INSIGHTFUL shall, as soon as commercially  practicable, notify Buyer of such Force Majeure event provided INSIGHTFUL shall incur no  liability for its failure to give such notice; (ii) INSIGHTFUL’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of INSIGHTFUL’s  performance shall be extended by a period equal to the duration of said Force Majeure event.

c. In the event a Force Majeure event should continue for more than ninety (90) days either party  may, by written notice to the other, cancel a Contract insofar as Products remain undelivered under  said Contract.  Upon such cancellation, INSIGHTFUL shall have no obligation to deliver and  Buyer will have no obligation to accept delivery of or pay for the undelivered Products, but the  Contract shall remain in full force and effect regarding all Products delivered prior to the date of  cancellation.

16. Compliance with Laws; Export.

a. Buyer acknowledges that the Products and any technical data related thereto is licensed or sold  subject to and controlled by the export laws of the United State (“US”) including its Export  Administration Regulations, the European Union (“EU”) and countries within the European Free Trade Area (“EFTA”) (collectively the “Export Control Laws”) and Buyer hereby agrees not to export,  re-export or otherwise distribute Products, or direct products thereof, in violation of any Export Control Laws.  Buyer agrees to advise its customers that the Products are subject to and controlled by such Export Control Laws and that the US government and/or the member states of the EU and EFTA  may require licensing or other authorisation prior to export.

b. Buyer warrants that it will not export or re-export any Products with knowledge that they will be  used in the design, development, production, or use of chemical, biological, nuclear, or ballistic  weapons, or in a facility engaged in such activities, unless Buyer has obtained prior written approval  from the appropriate department of any government with jurisdiction.  

c. It is Buyer’s sole and exclusive responsibility to obtain any and all appropriate approvals from  the US government and/or member states of the EU and EFTA prior to exporting such Products, orany technical data related thereto, from the United Kingdom.  INSIGHTFUL shall not be responsible for any costs, liabilities or damages resulting from Buyer’s failure to obtain any such  required authorisation.  Buyer understands that the Export Control Laws may change from time to  time.  It is Buyer’s sole and exclusive responsibility to obtain guidance of counsel or other appropriate channels to ensure its compliance with these laws.

d. Buyer warrants that it will not to take any action or permit or authorize any action which will  render INSIGHTFUL liable pursuant to any applicable law such as but not limited to the US Foreign Corrupt Practices Act for corrupt practices, such as but not limited to the offering, giving or  promising to offer or give, directly or indirectly, money or anything of value to any official of a  government, political party or instrumentality thereof in order to assist it or INSIGHTFUL in  obtaining or retaining business.

e. Buyer shall comply with EU Directives 2002/95/EC (Restriction on Hazardous Substances) (“RoHS”)  and 2002/96/EC dated January 27, 2003 (Waste Electrical and Electronic Equipment) (“WEEE”)  generally and as stated within each country into which Products are imported, exported or  otherwise distributed by Buyer, such obligation which shall include registering as a “producer” under  applicable WEEE legislation. Buyer agrees to indemnify and hold  harmless INSIGHTFUL from any liability pursuant to the applicable WEEE and RoHS regulations.

17. Non-Solicitation.

For a period of twelve (12) months following the date of any Contract hereunder, Buyer hereby  agrees not to solicit or induce any employee of INSIGHTFUL involved in the marketing,  promotion, sale or distribution of Products to Buyer to leave their employment or terminate or  breach their contract for services with INSIGHTFUL as the case may be, and Buyer shall not appoint, engage, contract or employ such employee in Croatia to provide services to Buyer.  In the event Buyer should culpably breach this Clause, Buyer agrees to pay INSIGHTFUL, by way of  contractual penalty, a sum representing forty percent (40%) of the employee’s  annual salary (excluding benefits). Further claims of INSIGHTFUL remain unaffected. Buyer  will only be entitled to set off counterclaims against contractual penalties if such counterclaims are  recognized by a binding and final court judgement or undisputed.

18. Confidential Information.

Buyer agrees that these Conditions, including any Contracts, and all Product related information  including pricing and descriptions which are provided by INSIGHTFUL to Buyer, regardless of  the form in which it is provided, are considered confidential information of INSIGHTFUL and  its Suppliers (“Confidential Information”).  Buyer shall hold such Confidential Information in strict  confidence and not use or disclose such Confidential Information to any third party except as  required by law or unless Confidential Information is or shall become part of the public domain  without violation of this Confidentiality Clause.  Buyer further agrees to limit access to such  Confidential Information to those of its employees who have a need to know and are subject to  written obligations of confidentiality at least as protective of the Confidential Information as these  Conditions.  All Confidential Information is provided “AS IS” without any representation or warranty,  either express or implied, as to accuracy or completeness.  INSIGHTFUL agrees to hold, in  strict confidence, and not disclose to a third party any sensitive information provided by Buyer which  is marked as confidential, proprietary or using similar terms.

19. Miscellaneous.

a. Assignment.  Buyer may not transfer or assign any of his claims against INSIGHTFUL to a  third party by operation of law or otherwise without the prior written consent of INSIGHTFUL.

b. Waiver.  Failure of INSIGHTFUL to enforce any provision of these Conditions or a Contract  shall not be deemed a waiver of the right to thereafter enforce that or any other provision of these  Conditions or a Contract.

c. Severability.  In the event that any provision of these Conditions is held by a court of competent  jurisdiction to be invalid or unenforceable, the remaining provisions of these Conditions will remain  in full force and effect.

d. Audit Rights.  Buyer shall keep and maintain true and complete records pertaining to its  performance of these Conditions or any Contract hereunder in sufficient detail to permit INSIGHTFUL to accurately determine whether Buyer has fully complied with their terms.  Buyer shall  make such records available upon reasonable notice, during regular business hours, for inspection  and copying by INSIGHTFUL and its representatives.  Buyer shall maintain such records for  at least two (2) years after the end of the calendar year to which they pertain.

e. Marketing.  Buyer agrees that INSIGHTFUL may collect, store and use Buyer data,  including personal data, for the purpose of facilitating its marketing and sale of the Products, and  Buyer hereby consents to such collection, storage and use of Buyer data by INSIGHTFUL for  these purposes.  Notwithstanding the foregoing, INSIGHTFUL agrees not to share personal  data with third parties without Buyer’s prior consent.  Buyer further consents to the use of such data  for communicating Product and promotional information to Buyer via email or other electronic  means unless Buyer notifies INSIGHTFUL in writing that it does not wish to receive such  promotional information.

f. Choice of Law & Venue.  These Conditions shall governed by the laws of Croatia. The United  Nation’s Convention on Contracts for the International Sale of Goods is specifically excluded from  application to these Conditions. If Buyer is a merchant/entrepreneur the courts of Zagreb shall have  exclusive jurisdiction for the contracts concluded with INSIGHTFUL.

Terms and Conditions for the Provision of Services

1. Scope

a. Above Terms and Conditions of Sale of INSIGHTFUL shall apply to the provision of  Services by INSIGHTFUL, unless specified otherwise hereinafter.

b. In the event of inconsistencies this Terms and Conditions for the Provision of Services shall take  precedence over the provisions of the general Terms and Conditions of Sale.

2. Provision of Services

a. Unless otherwise agreed all Services of INSIGHTFUL towards the customer are rendered  as service contracts pursuant to Croatian Civil Code. 

b. The employees involved with the performance of the Services are selected by INSIGHTFUL. The customer is not entitled to demand the provision of Services by certain employees. However, the client’s interests are adequately taken into account in the selection of the employees. The provision of the Services is performed by suitable personnel who are sufficiently qualified for the  provision of the respective Services. 

c. In accordance with the contract matter INSIGHTFUL has full discretion as to way and means of fulfilling its performance of Services. INSIGHTFUL is entitled to provide Services by subcontractors in whole or in part. 

d. If the Services are not provided in accordance with the contract and INSIGHTFUL is  responsible for this, in addition to Clause 11 of the General Terms and Conditions of Sale, INSIGHTFUL shall be obliged to provide the Services, fully or in parts, at no extra cost to the Buyer and within an appropriate period of time in accordance with the contract unless this would only be possible with an unreasonable amount of effort.  This obligation shall only apply if the Buyer reports  the default in writing without delay, but at the latest within two weeks after acknowledgment of the default, unless agreed otherwise.  The Buyer shall observe the performance of the Services in an appropriate manner and examine after their completion.

e. The provisions in Clause 7 of the general Terms and Conditions of Sale of INSIGHTFUL regarding delivery dates shall apply accordingly for agreed performance dates. In addition to the  general Terms and Conditions of Sale INSIGHTFUL is entitled to provide services at any time  before the performance date. 

f. Compliance with terms and performance dates by INSIGHTFUL shall always be subject to  the condition that the Buyer and end customer meet their contractual obligations as well as any other duties to cooperate duly and completely. In particular compliance with terms and dates  assumes that all necessary preparations have been completely rendered.  If these obligations are not fulfilled by the Buyer or end customer and if compliance with terms and dates directly or indirectly  depend on such duty or preparation, the terms agreed upon shall extend accordingly.  In this case  INSIGHTFUL is entitled to agree upon a new date. With the agreement of a new date,  especially for services, the term will be extended according to the delay period plus a reasonable  restart period. INSIGHTFUL is entitled to invoice the Buyer for additional costs caused by the  delay, especially for travel expenses in case of an extra journey. 

3. Provision of Services outside of normal business hours 

a. For the provision of Services by INSIGHTFUL outside of normal business hours (Monday to  Friday, 8 am to 6 pm CET) a surcharge of 50 % shall be imposed. Services performed on weekends and on public holidays shall be billed with a surcharge of 100 %. Billing is based on actual expenses. If Services are performed later than the originally scheduled date due to reasons for which the Buyer is responsible and from this time labour and / or material costs and / or prices of Suppliers increase INSIGHTFUL is entitled to increase the prices accordingly.  Insofar the above Clause 5 c. of the general Terms and Conditions of Sale of INSIGHTFUL applies accordingly. 

4. Creation of a work 

a. As far as INSIGHTFUL performs Services for which the application of the Croatian Labor Act pursuant to the Croatian Civil Code is agreed upon by express agreement accepted in writing by both parties, in addition to the above the following provisions apply.

b. When issuing a cost estimate INSIGHTFUL is bound thereto until the expiration of three  (3) weeks after submission.

c. Where non-binding performance and completion dates are not met, the setting of a reasonable grace period by the Buyer is required in order to put INSIGHTFUL in default.

d. INSIGHTFUL shall be entitled to hire third parties for the performance of works, provided  they are qualified for the task entrusted to them. 

e. Rendered works require the acceptance by the Buyer or an end customer authorised thereto by  the Buyer. The actions of the end customer shall be attributed to the Buyer.  Where a test plan has  been agreed upon, acceptance shall be given once the conditions listed in the test plan have been  met to the satisfaction of the Buyer. The Buyer is obliged to accept the object for delivery immediately upon notification of readiness for acceptance.  If the acceptance does not take place in  due time without fault on our part, the object for delivery shall be considered to be accepted (7) days after notification of the readiness for acceptance. INSIGHTFUL will notify the Buyer at the  beginning of the period of the relevance of his behaviour.  Insofar as no other agreement has been  made the acceptance has to be performed at INSIGHTFUL’s place of business. With the  exclusion of our personnel costs the Buyer shall bear all costs related to the acceptance in particular any operating and material costs.  The acceptance may not be refused on account of insignificant  defects or where the specified activity quantities are not met.  This does not apply where the acceptance is unreasonable under the given circumstances or the activity quantities were expressly  guaranteed. 

f. In the event of justified complaints INSIGHTFUL has the right to cure. Insofar Clause 11 of  the general Terms and Conditions of Sale of INSIGHTFUL applies

As of April, 2021