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 SC 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, Sole registration 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 Upon delivery date and place, the transporter will present the Buyer with the waybill and/or the CMR. These documents will be handwritten or digitally signed by the Buyer, through representative, and mention should be made compulsory on the name and surname of the signatory person and his/her personal identification number and, optionally, on the phone number and the position held within the company. The delivery of Goods, and their receipt by the Buyer respectively, will be considered as completed as of the date when the handwritten or digital signature by the Buyer has occurred, and compulsory mentioning the name and surname of the signatory person and his/her personal identification number, as well as, optionally, mentioning the phone number and the position held within the company.
2.3.1 The procedure regarding issuance, sending and receiving of invoices is made in an electronic format, as follows:
- Invoices will be issued by the Seller only on electronic support, without signature and stamp;
- Invoices will be sent to the Buyer only by electronic means, by e-mail, to the e-mail address of the Buyer mentioned in the Contract;
- Confirmation receipt of invoices by the Buyer will be made only by electronic means, by e-mail, to the e-mail address of the Seller mentioned in the Contract, by sending a simple or automatic message to confirm receipt/read of the e-mail containing the attached invoice; in the absence of the Buyer’s transmission, within a 24 hour period, of the simple or automatic message to confirm receipt/read of the e-mail containing the attached invoice, the invoice will be considered as received on the expiration of the 24 hour period, based on the evidence presented by the Seller regarding the transmission to the Buyer of the e-mail containing the attached invoice.
2.3.2 Within a 7-calendar day period as of the receipt of each invoice, according to the above-mentioned procedure, the Buyer can challenge the invoices issued by the Seller based on the Contract. The absence of the challenge by the Buyer, within the 7-calendar day period of the invoices issued by the Seller, is considered acceptance by the Buyer, expressly, of the respective invoices, and consequently the acknowledgment of the debt represented by the countervalue of the so issued invoices.
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.
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. The total amount of the penalties cannot exceed 5% of the value of delayed deliveries.
2.5 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 ensure the Goods for which the ownership right has not been transferred, from the receipt date thereof.
2.6 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: (i) 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. 2.7 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 resulted from the application of the delay penalties within maximum 2 working days from the receipt of the Seller’s notification regarding the total amount of the penalties. The total amount of the penalties cannot exceed 5% of the value of delayed payments.
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.), the current shipping prices and the exchange rate EUR/USD existing on the Romanian market upon the submission of the Seller’s offer / receipt of the Buyer’s purchase order. Should the prices of the raw materials, the shipment prices and the exchange rate EUR/USD undergo modifications more than +/- 3% during the sale-purchase contractual relationship between Seller and Buyer, the Seller and the Buyer as well shall be entitled to require an update of the 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. The procedure regarding issuance, sending and receiving of invoices shall be made in accordance with article 2.3.1 hereinabove.
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.