Terms & Conditions
1. General / Scope
1.1. All our deliveries and services are exclusively governed by our General Terms and Conditions of Business.
1.2. Our customers’ terms and conditions of purchase, along with any other business terms, only apply to our contractual relationship if we have expressly agreed to them in writing.
1.3. Verbal agreements are only effective if confirmed by us in writing.
1.4. The place of performance and jurisdiction for all claims arising from the contract is Bucharest, Romania.
2. Offers / Order Documentation
2.1. Our offers, including the services and prices quoted, are non-binding.
2.2. Our written order confirmation is decisive regarding the scope of delivery, as is a binding offer made by us and accepted within the specified timeframe.
2.3. Once the offer is accepted, the customer is bound by the order.
3. Terms of Payment
3.1. Unless otherwise agreed, our invoices are due and payable in full 30 days after the invoice date. Payment is only considered completed when the amount is fully at our disposal without recourse (receipt of payment).
3.2. Any deductions for discounts must be agreed upon in advance.
3.3. Bills of exchange and cheques are only accepted as conditional payment and are not considered as payment until fully cleared without reservation. All associated costs, particularly discount and collection charges, are borne by the customer.
3.4. Our rights as outlined in subclause 7.2 remain unaffected. This also includes our right, in bilateral commercial transactions, to charge 3% per annum interest above the basic interest rate from the date of maturity, i.e., a minimum of 5% per annum.
3.5. If payment terms are not met or there are reasonable doubts about the customer’s creditworthiness, we may demand advance payment, settlement of all outstanding invoices (including those not yet due), withhold undelivered goods, return unpaid deliveries at the customer’s expense, or rescind the contract without notice.
3.6. All prices are in EURO, applicable from Romania, inclusive of packaging but exclusive of customs duties, transport insurance, and the applicable value-added tax (VAT). For goods valued at less than 100 EUR (net), we charge the incurred freight and forwarding costs. Goods are shipped at the customer’s risk.
4. Set-off / Retention
4.1. The customer is not entitled to offset counterclaims unless such claims are undisputed, recognized by us, or legally established.
4.2. The assertion of a right of retention against our payment claims is not permissible.
5. Delivery / Shipment
5.1. Agreed delivery periods commence once the order confirmation is sent, provided the customer has submitted all necessary documents, permits, releases, and fully responded to relevant technical inquiries.
5.2. For us to meet the delivery deadlines, the customer must fulfill their obligations promptly and as required.
5.3. The delivery date is considered met when the shipment leaves our premises.
5.4. Delivery terms are interpreted according to ICC Incoterms.
5.5. Partial deliveries and services are allowed to a reasonable extent. Each partial delivery may be invoiced separately.
5.6. Delivery periods may be extended as necessary, even during a delay, in cases of force majeure or unforeseen impediments arising after the contract is concluded for which we are not solely responsible. This also applies if our suppliers are affected by such circumstances. We will notify the customer as soon as possible about the commencement and cessation of such impediments.
5.7. The listed items are authorized for export to the country of final destination only for use by the identified final end user. Any resale or transfer of the items, whether incorporated into other products or not, to another country or person must comply with Romanian laws and regulations, and the end user is fully responsible for ensuring such compliance.
6. Warranty and Damages
6.1. We warrant the correct functioning of the devices and systems we deliver. The warranty period is 12 months from the date of arrival of the consignment at the place of destination.
6.2. The warranty obligation lapses if the customer makes unauthorized changes to the delivered goods, uses the goods improperly or inappropriately, fails to follow usage or maintenance instructions, if there is natural wear and tear, or if other circumstances beyond our control occur, such as the use of inappropriate operational resources or non-original spare parts.
6.3. The customer must inspect the consignment within six working days of its arrival at the destination and immediately report any defects in writing.
6.4. In the event of a justified complaint, our warranty obligation is limited to providing a functional replacement or remedying the defect. The customer has no right to rescind the contract or reduce the price. However, if the replacement is also defective, or the defect cannot be remedied within a reasonable time, the customer may request cancellation of the contract. The customer must specify a reasonable deadline for the defect’s remedy or the replacement delivery, indicating that they will claim cancellation of the contract if the deadline is not met.
6.5. Claims for damages due to culpable impossibility of delivery, breach of contractual obligations, negligence in contract negotiations, or unlawful acts are excluded unless based on intent or gross negligence by the supplier, the supplier’s legal representatives, or employees. This applies to both direct and indirect damages (consequential damages).
6.6. The seller is only liable – on any legal grounds – for damage other than that affecting the supplied goods themselves if the damage is caused by intent or gross negligence by the owner, executive bodies, or senior managers, in cases of negligent injury to life, body, or health, for defects that the seller has expressly guaranteed against, or if the goods are found defective and the seller is liable for personal injury or damage to property under product liability law. In cases of culpable breach of fundamental contractual obligations due to gross negligence by non-executive employees, liability is limited to reasonably foreseeable damages. Further claims are excluded.
7. Reservation of Ownership
7.1. The delivered goods remain our property until all claims for the purchase price, including incidental claims, are paid in full.
7.2. If the customer fails to meet their payment obligations despite repeated reminders, we may reclaim all items that belong to us at the customer’s expense (refer to sub-clause 3.5).
8. Binding Character of the Contract
- Binding Character of the Contract
Even if individual contractual provisions or conditions are found to be invalid, the remainder of the contract remains binding.
August 2024