1. GENERAL CONDITIONS – The general conditions of sale are an integral part of the act and how they access these are considered known and accepted by the client. Our sales are made only in accordance with these conditions of sale: they prevail over any other clause contained in the request for quotation, orders and / or at the client. Any transmission of orders to our company implies acceptance without reservation by the purchaser, our terms and conditions of sale. All mutual agreements have to be made in writing. General terms of the customer or divergent counter acknowledgments shall not be binding.
2. OFFERS – Our offers are not binding even if not explicitly specified and although they contain an expiration date. All prices are quoted as net prices not including VAT at the respective applicable rate. All prices do not include packaging and delivery fees. If prices are agreed free delivered the customer is responsible for prompt and proper unloading. Waiting periods are at the customer’s expense.
3. ORDERS AND CONFIRMATION OF ORDER – Orders must be submitted complete and defined in every point: they have value of contract proposals. Their acceptance is made by our order confirmation that special conditions of supply. Only the confirmation of the order determines the completion of the sale contract. The conditions stated in the order confirmation shall prevail over those contained in the offer and / or order of the Purchaser and shall be deemed final unless immediately rejected. Any other condition, if agreed verbally with any charge of our company, is invalid unless it is contained in the confirmation of order or in a paper of our society. We do not accept orders that have relationship with third party industrial property rights (patents, trademarks and trade marks and designs, etc..). If for any reason, will be accepted and executed, transactions will be considered at risk and peril, who must answer for damages for injuries to such rights, both to their owners and to our Company, even under warranty and indemnification. We may accept orders at prices tied to the date of our confirmation, provided that the order is accompanied by the overall supply. Orders for a replacement or additions, except for our statement to the contrary, are considered as new orders.
4. TERMS OF DELIVERY AND SHIPPING – the deadlines specified in any documents or statements are only indicative and not exhaustive. Any delay in delivery cannot give grounds to claims for damages or partial termination of the contract. The forecast for delivery are made on the assumption that the customer provides all the data required for order fulfilment. . The materials are sold for delivery on the ground of the establishment of the customer. The goods travel at the risk of the customer when the delivery item leaves our partner factory., even if it is agreed the clause “free delivered”.
The risk passes on to the customer on our notification of readiness for inspection or dispatch if the shipment or delivery is delayed at the customer’s request or due to other reasons beyond our reasonable control. The customer is obliged to make without delay all payments due in case of delivery or conditional on delivery. We determine the kind and way the goods are shipped and packed. We reserve the right to furnish to a maximum of 4% more or less on the quantity ordered.
5. DISPUTE OR LITIGATION – Any dispute or litigation arising from business transacted, as much by our Company from any representative or agent, the sole jurisdiction is the Court of Bucharest.
6. PENALTY – Our society does not accept any penalty.
7. TURNOVER TAX – If no turnover tax is to be charged for deliveries to a buyer in a Member State of the European Union, the buyer shall at our request immediately provide any proofs which we require according to the legal provisions including but not limited to the turnover tax, in order to provide evidence to the tax authorities of the tax exemption of the delivery. This applies including but not limited to the evidence of the introduction of the goods into another Member State of the European Union, to the turnover ID number or a personal exemption of the buyer.
8. PAYMENT – Payment has to be made only by remittance free of expense Bucharest. If the customer defaults in payment, we will charge default interest of eight percentage points above the base rate of the European Central Bank that is in force on the last calendar day of the preceding six month period ending June or December respectively not including VAT at the respective applicable rate. In case of default the customer undertakes to reimburse all costs of demand for payment and the legal assertion of claims including reasonable attorney’s fees.
8.1. We are not obliged to fulfil the contract until such time as the customer shall have fulfilled his obligations according to the contract, including but not limited to the payment of due invoices. The sett-off on part of the customer against other than non-appealable claims of the customer as well as rights of retention and any other rights to refuse performance are excluded. At our option we are entitled to set off payments against debts due.
8.2. We are entitled to claim immediate payment of all open accounts including invoices not yet due or deferred and to demand payment in advance for all outstanding deliveries and performances if (a) the customer partially or entirely defaults in payment, or (b) we receive information according to which granting a loan to the customer is deemed to be critical, or (c) the customer becomes the subject of a petition in insolvency or (d) the customer submits an out-of-court settlement proposal to his creditors.
8.3. The customer is entitled to process the sold goods. We remain co-owner of the processed goods in relation of the value of our goods being subject to retention of title to the final product. If the customer fails to pay the purchase price or to comply with any provision of this contract, we are entitled, which will not be regarded as rescission of the contract, to access the premises and properties of the buyer without prior notice and to remove the delivered goods under retention of title at the buyer’s expense and to take possession of them. At our option the buyer shall instead be obliged to send the goods back at his expense. In this event we agree to deliver the goods to the customer again only provided that the fulfilment of his contractual obligations is guaranteed including but not limited to the payment of the purchase price and any accrued dunning charges, collection fees and litigation costs.
8.4. In the event of refusal to accept the goods the customer has to bear all costs of transport and storage notwithstanding his payment obligations. The purchase price becomes due immediately on default acceptance. At our option we are also entitled to claim damages for non-performance. The customer is not entitled to refuse acceptance due to minor defects.
8.5. In the event of a contract concluded in a foreign currency, the conversion shall be affected on basis of the buying rate published by the UniCredit Tiriac Bank (Romania) at the date of our acknowledgment. The currency risk has to be borne by the customer. The purchase price shall be appropriately revalued, if the value of the foreign currency decreases in relation to the Euro until the day of payment.
9. FORCE MAJEURE – In the event of force majeure such as traffic holdup, shortage of goods or energy, plant interruption of any kind, strikes and lock-outs in our plants or in plants related to the fulfilment or hindrances by ordinance of authorities or sanctions imposed by international authorities or epidemics or terrorism, we are entitled under exclusion of any claims for damages of the customer to extend the delivery period or to partially or entirely cancel our delivery obligations through termination of the contract.
10. DOCUMENTS – Documents including cost estimates, plans and drawings furnished to the customer will remain our property. The production of photocopies or the disclosure to third parties is only admissible with our express consent.
11. DEFECTS – For defects of our deliveries and performances we guarantee at our option to repair or to replace the defective goods at our expense within four months. If the repair or substitute delivery fails to be successful, the customer is entitled at his option to cancel the sale or to reduce the purchase price.
11.1. After performance of any agreed inspection of goods the notification of defects, which could have been identified at such an inspection, is excluded. This also applies if the customer received our acceptance test certificates and waived his right of inspection. The customer is in default of acceptance if the inspection does not take place or does not take place in time or not completely after we have notified our readiness for inspection.
11.2. Notifications of defects shall be detailed and filed without delay. Defects, which cannot be identified at an orderly inspection, are to be notified within three days on discovery. If the notification of defects does not meet these requirements, all warranty and damage claims or any other claims due to defectiveness shall be excluded. Within 6 months after delivery the customer has to prove that the defect existed at the time of delivery. The customer has to take care that the goods are in the same condition as they were at the time of delivery.
11.3. Warranty obligations are excluded including but not limited to defects that arose in connection with normal use, improper storage, defective maintenance, unusual environmental influences or damages caused by transport. Our warranty is furthermore excluded when our products are confused or processed with other products not delivered by us or not recommended by us for use.
12. DAMAGE – Damage claims based on slight negligence, negligent or grossly negligent violation of subsidiary obligations including but not limited to consultancy and information obligations, are excluded. Furthermore, we shall not be liable for any consequential damage or consequential harm caused by a defect nor for loss of profit. Damage claims based on non-performance or delayed performances are excluded. We shall in no event be liable for negligence of sub-contractors or other companies employed by us to fulfil our obligations. Information on possibilities of processing and use of our goods, technical and other advice including but not limited to usability, weights, measures, forms, colours, performance ratings and design shall not be binding. After expiration of the 3 months warranty period any and all warranty claims by the customer are excluded, despite the scope of warranty given by the customer to his customer.