General Sales Terms and Conditions of supply

 1.  ACCEPTANCE OF OUR GENERAL SALES TERMS AND CONDITIONS – All our offers are based on our general sales terms and conditions and are an integral part of the act and how they access these are considered known and accepted by the customer; Our sales are made only in accordance with these sales terms and conditions and they prevail over any other clause contained in the request for quotation and orders; Any transmission of orders to our company implies acceptance without reservation of our sales terms and conditions with regard not only to the respective transaction but also all future business transactions; 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 if they contain an expiration date; All prices are quoted as net prices not including VAT at the respective applicable rate.

 3.  ORDERS AND ORDER CONFIRMATION– Purchase orders must be submitted complete and defined in every point: they have value of contract proposals; Their acceptance is made by our order confirmation in accordance to our general sales terms and 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 our offer and or on customer purchase order and shall be deemed final unless immediately rejected; Purchase orders that are related to the industrial property rights of third parties (patents, trademarks and trademarks, designs and models, etc.) are not accepted; If, for any reason, the customer has made us a purchase order hiding us having industrial property rights of third parties (patents, trademarks and trademarks, designs and models, etc.) the relative operations will be considered at the sole risk of the customer, who will be liable for damages for any injury to the aforementioned rights, both towards their owners and towards our Company, also by way of warranty and indemnity; We may accept orders at prices tied to the date of our confirmation, provided that the order is accompanied by the overall supply; Purchase 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 delivery 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 goods travel at the risk of the customer 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; If prices are agreed free delivered the customer is responsible for prompt and proper unloading; Waiting periods are at the customer’s expense; 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 Company 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 tax identification 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.

 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 production, transport and storage notwithstanding his payment obligations; 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.

 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; Production of photocopies or the disclosure to third parties is only admissible with our express written consent.

11.  DEFECTS– We will be liable for defects only if the defects are not based upon, or attributable to, misuse, incorrect installation or operation, negligent handling, improper storage, defective maintenance, use of inappropriate equipment or material by the orderer or third parties, natural wear and tear, electrochemical, electrical or chemical impact, unless such actions or events are attributable to our fault; In the case of goods supplied that do not conform to the order and are defective, a written complaint must be made immediately and in any case within a maximum period of fifteen days from receipt of the material itself; Notifications of defects shall be detailed and filed without delay; For hidden defects the terms of the law apply; Defects, which cannot be identified at an orderly inspection, are to be notified within three days on discovery; If the complaint is timely and is found to be well founded following an investigation by the technicians of our company or Representative, we guarantee at our option to repair or to replace the defective goods at our expense within the needed time for performing the reparation or replacement; If the repair or substitute delivery fails to be successful, the customer is entitled at his option to cancel the purchase order or to reduce the purchase price, excluding any kind of compensation for damages of other nature; The Customer loses any right to complain and therefore to replace the goods if he does not immediately suspend the processing or use of the materials object of the dispute; Our Company assumes no responsibility for the applications or in any case the operations to which the goods will subsequently be subjected; Simple complaint or dispute does not entitle the buyer to suspend payment of invoices.

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 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, colors, performance ratings and design shall not be binding; After expiration of the warranty period foreseen by law any and all warranty claims by the customer are excluded, despite the scope of warranty given by the customer to his customer.