Art. 1 – Contractual mechanism. Applicability of the Standard Terms of Sale
1.1 These Standard Terms of Sale (hereinafter called ‘STS’) regulate the legal relations established between Amiantit Pipe Systems SRL, Romanian legal entity, having its headquarters in Bucharest, 4, Clopotarii Vechi Street, 1st district, registered at the Trade Register Office under no. J40/7477/2002, VAT number: RO14812555, in capacity of Seller (hereinafter referred to as the ‘Seller’) and its clients, in capacity of Buyers (hereinafter referred to as the ‘Buyer’).
1.2 The object of the legal sale-purchase relations between the Seller and the Buyer is represented by the delivery of pipes, fittings, armatures or accessories (hereinafter referred to as the ‘Goods’) by the Seller to the Buyer, following the receipt of the Buyer’s purchase order. The Buyer’s order shall be issued on the basis of an offer previously sent by the Seller. The Seller’s offer shall comprise the description of the Goods, their price as well as details regarding the delivery date and terms, the payment terms of the price, the offer’s validity, etc.
1.3 The Seller shall confirm in writing each order of the Buyer, legal, contractual relationships being thus established between the parties. The order confirmation shall comprise the description of the Goods, the quantity that is to be delivered, the price of the Goods, the date and terms of delivery and the payment terms etc.
1.4 These STS are applicable to the contractual relationships between the Seller and the Buyer derived from the mechanism of offer and order, followed by the confirmation pursuant to art. 1.2 and 1.3, the Buyer accepting the STS by sending the order for the delivery of the Goods. Exceptionally, the contractual parties may agree to derogate from the STS or to amend them by separate deeds that shall represent annexes to these STS and be integral part thereof.
1.5 The STS shall apply to the subsequent deliveries of Goods by the Seller, the contractual parties not being compelled to conclude another agreement in this respect.
Art. 2 – Delivery of the Goods
2.1 The terms of delivery agreed by the Seller and the Buyer through the purchase order / order confirmation shall have the meaning provided in the Official Rules of the International Commerce Chamber for the interpretation of the INCOTERMS. The Buyer is bound to bear all risks of loss or deterioration of the Goods upon the delivery thereof.
2.2 The Goods shall be deemed to be delivered to the Buyer upon the arrival of the transporter (carrier) at the Buyer’s premises. The Goods shall be delivered in compliance with the quality terms provided by the product standards and norms, observing at the same time the packaging and transportation instructions. The Buyer is bound to receive the ordered Goods at the delivery date set out in the order confirmation, not being entitled to refuse the delivered Goods.
2.3 At the delivery date and place, the transporter shall submit to the Buyer the waybill of the Goods and/or the CMR (Carriage of Goods by Road) and the taking-over protocol. The Buyer shall sign and/or stamp such documents. The Goods shall be deemed delivered and accepted by the Buyer upon the signing and/or stamping date of the said documents. The invoices and the quality certificates afferent to the delivered Goods shall be sent to the Buyer at the postal address indicated in the Contract, using one of the following means: courier, fax or email.
2.4 Should the Seller anticipate that, for well-grounded reasons, it is unlikely that the Goods will be delivered at the date agreed by the contractual parties, he shall notify the Buyer regarding the new date of delivery within at least 48 hours before the original date of delivery.
2.5 Except for the situation provided under article 2.4 herein, the Buyer shall apply penalties of 0.05% per day of delay from the value of the Goods that should have been delivered, in case the Seller shall register delays in the delivery thereof.
2.6 The ownership right of the Goods afferent to each delivery shall be assigned to the Buyer after the entire equivalent value of the respective invoice is transferred in the Seller’s account. However, the risk of loss or deterioration of the Goods shall be taken over by the Buyer upon the delivery date of the Goods by the transporter (carrier) at the Buyer’s premises. In addition, the intellectual ownership rights related to the Goods shall remain the sole property of the Seller. The Buyer shall be bound to insure the Goods for which the ownership right has not been transferred, from the receipt date thereof.
2.7 The Buyer undertakes to take all necessary measures so as to ensure the observance of the Seller’s ownership right of the Goods until the integral payment of the price and the transfer thereof in the Seller’s bank account. For this purpose, the Buyer: (1) shall keep the Goods in his storehouses, shall separate them from other products and shall apply marks indicating the fact that the Goods are the Seller’s property and (ii) shall use its best efforts in order to avoid the confiscation, distraint, or other similar legal measures related to the Goods. The Seller shall be entitled to retake possession of the Goods after the payment has reached its maturity date and the price has not been transferred in its bank account. The Buyer undertakes to unconditionally cooperate for the Seller’s taking possession of the Goods, ensuring for this purpose the full and unlimited access of the Seller in the storage location of the Goods.
Art. 3 – Payment of the Goods’ price. Payment terms
3.1 The Price of the Goods is expressed in the currency provided in the Seller’s offer and does not include V.A.T. It shall be specified both in the Seller’s offer and in the Buyer’s purchase order conformation.
3.2 The payment terms regarding the Goods’ price shall be provided in the Seller’s offer and shall be applicable to the sale-purchase contractual relations between the Seller and the Buyer upon the issuance date of the order by the Buyer.
3.3 The invoices shall be deemed to be paid by the Buyer at the date in which the equivalent value of the invoices is cashed in the Seller’s bank account. If the Buyer fails to pay the equivalent value of the invoices at the due date thereof, the Seller shall apply penalties of 0.05% per day of delay to the due amounts and the Buyer shall be bound to pay the amount of the delay penalties within maximum 2 working days from the receipt of the Seller’s notification regarding the total amount of the penalties.
3.4 In case of default, the Seller shall be entitled to require from the Buyer and the latter shall be bound to establish in favor of the Seller additional guarantees for the payment that the Buyer shall make. Such guarantees shall consist of: issuance of promissory notes, cheque sheets, bank guarantees (as letter of bank guarantees), personal guarantees (suretyships), pledges, and real estate property securities (mortgages). Any cost related to the conclusion and/or execution of these guarantees and the collection of the amounts due by the Buyer to the Seller shall be exclusively incurred by the Buyer. The Seller shall be entitled to suspend the shipment of Goods until he receives the integral payment and until the Buyer constitutes the additional guarantees.
3.5 The terms according to which the Seller may grant a credit limit to the Buyer shall be provided in the seller’s offers.
3.6 The prices are valid for the entire duration of the sale-purchase contractual relationship between Seller and Buyer and take into account the prices of the raw materials (polyester resins, glass fiber etc.) and the current shipping prices on the market upon the submission of the Seller’s offer / receipt of the Buyer’s purchase order. Should the prices of the raw materials or the shipment prices undergo modifications during the sale-purchase contractual relationship between Seller and Buyer, the Seller shall be entitled to require an update of its prices. In this situation, the Seller and the Buyer shall look for a convenient solution from a commercial point of view for both parties.
3.7 The additional expenses required by the Buyer in relation to the delivery of the Goods, such as special packaging, express courier, etc. are not deemed to be included in the price of the Goods. These expenses, if there shall be any, will be incurred by the Buyer, who shall reimburse their equivalent value within one business day from the delivery of the Goods, on the basis of supporting documents supplied by the Seller.
Art. 4 – Technical assistance. Guarantees
4.1 At the Buyer’s request, the Seller shall supply, free of charge, technical assistance for the assembly of the Goods for a limited period of time agreed by the parties. The additional technical assistance or related services required by the Buyer after the assembly shall be incurred by the Buyer at the rates provided in the Seller’s offer.
4.2 The Buyer shall not use the programs, sketches, technical documents or other such technical information supplied by the Seller for other purposes than the installation, operating and maintenance of the Goods.
4.3 The Seller guarantees the quality of the Goods delivered to the Buyer for a period of maximum 12 months from the date of delivery. The claims regarding the quantitative and/or qualitative shortages of the Goods shall be filed by the Buyer in writing within maximum 15 days from the delivery of the Goods, and if such failures occur during the guarantee period, within maximum 5 days from the occurrence date thereof.
4.4 The Seller guarantees only the goods produced by him. The Goods that he did not produce are covered the producer’s guarantee.
4.5 The Buyer shall observe the written instructions sent by the Seller regarding the handling, shipment, storage, assembly and use of the Goods. In case such instructions are not observed, the Seller shall be exonerated from the guarantee liability regarding the damaged Goods.
Art. 5 – Miscellaneous
5.1 Any correspondence made during the contractual relationships between the Seller and the Buyer (notifications, offers, purchase orders, order confirmations and other communications) shall be made in writing and sent by fax, mail, and courier or by any other written means that ensures the acknowledgement of receipt of the respective correspondence by the addressee.
5.2 Any disputes that might occur in relation to the performance of the sale-purchase contractual relationship between Seller and Buyer shall be amiably settled by the parties. If the parties fail to reach an amiable settlement, the dispute shall be submitted to the competent court of law from the Seller’s premises.
5.3. The Parties agree that applicable to this contract, including to its interpretation, execution, prolongation or termination shall be the Romanian legislation.
5.4. For the purposes of interpretation and dispute resolution the English version shall prevail.