General Terms and Conditions of Business and Supply
- General – Sphere of validity
1.1 The following terms and conditions of supply for goods and services below form the basis of all our offers, goods and services. They shall also apply for all future business relationships, even if they are not expressly agreed again.
1.2 The terms and conditions of business of our Customers shall only be recognized to the extent that they are identical with our terms and conditions of supply for goods and services or are expressly made the basis of the respective contract or performance by us in writing in an individual case.
1.3 Our terms and conditions of supply for goods and services shall only apply for businesses, legal entities and special funds created by public law within the meaning of the Romanian.
1.4 If there are discrepancies between the general terms and conditions of business written in Romanian and a translation into the respective language to be used for negotiation, the original Romanian version shall count. SupraTherm cannot be held liable for translation errors irrespective of our liability for intent and gross negligence.
- Offer and Offer documents
2.1 Our offers are subject to change without notice and are not binding.
2.2 Unauthorised third parties must not be allowed access to offers, cost estimates, models, drawings, calculations as well as other contract and supply documents. We shall reserve the copyright and title to them. Orders, agreements, assurances etc. made by our representatives shall be subject to written confirmation. We shall only be subject to contractual obligations on the basis of our order confirmation or as a result of starting the execution of the order.
2.3 Complaints about order confirmations are to be submitted straight away in writing and within one week at the latest.
2.4 All information such as dimensions, weights, quality assurances, pictures, samples, descriptions, sketches etc. in offers, catalogues and other printed matter are simply approximations but have been worked out the best of our ability, unless they have been specifically designated as binding in the order confirmation. The compliance of materials and semi-manufactures furnished by the Customers with contractual specifications or drawings and samples handed over shall only be checked by us by specific written agreement.
2.5 Deals made by our field staff as well as agreements made over the telephone shall be subject to our written confirmation to be legally valid.
- Prices – Terms and conditions of payment
3.1 As far as no other arrangements are made, our prices are strictly net, plus the rate of value added tax in force at that time and additional delivery charges, duties and fees.
3.2 Goods worth EUR 20,000.00 or more shall be delivered free of shipping costs within Romania. Under the same requirements delivery outside of Romania shall be delivered free up until Romania’s border. For delivery of goods with a net value of up to EUR 2,000.00 there will be a minimum quantity surcharge of EUR 200.00 in addition to the carrying charge. If the customer requires an express delivery, then the express costs will be invoiced additionally after payment. For deliveries via a haulage firm this will occur within two working days after placing the order/ or within 72 hours after handover to the haulage firm of the so called next-day-costs or express deliveries by way of a parcel service. These costs will be calculated independently of any free carriage limits.
3.3 All prices are based upon the cost factors at the point in time at which the contract is signed or date of the order confirmation. If there are significant increases in the cost of raw materials, power, freight or packing material changes subsequently for us or for our suppliers, and if these result in a significant increase in our purchasing prices or in our own costs, we shall consequently be entitled to demand negotiations with the Customer about price adjustments straight away, unless a price has been expressly confirmed by us as being a fixed price. If an agreement is not reached within a reasonable period of time we shall consequently be entitled to withdraw from contracts concerning deliveries which are still outstanding.
3.4 As far as no other arrangements are made, all invoices are to be paid net without cash discount within 30 days from date of invoice. If payment is credited to our account within 10 days from the date of invoice a cash discount of 2% will be granted, provided that all payment obligations due from earlier deliveries have been fulfilled.
3.5 In case that own or third party acceptances are given, the draft taxes and discounting fees shall consequently be for the account of the Buyer. Payments by drafts shall not be regarded as being payment in cash and shall not entitle the Customer to a discount for making payment in cash. We reserve the right to accept our own promissory notes or those bills issued by third parties.
3.6 Drafts and cheques shall only be accepted on account of performance. We shall not furnish any warranty for drafts or cheques being presented and protested on time. In the event that a draft is protested, be it a promissory note issued by the Customer, be it a protested bill accepted from a third party not being paid immediately, the claims from all drafts still current, be they from promissory notes or third party bills shall become payable immediately.
3.7 Employees or representatives may only take receipt of payments if they have been specifically authorised to do so. In so far as payments are made nevertheless to such persons, they shall only have debt-discharging effect once they have been received in-house.
3.8 Supply to other countries than Romania is made – as far as no other special arrangements are made – against advance payment or irrevocable and confirmed letter of credit made out to us as beneficiaries and opened by the customer through his bank and at his expense.
3.9 In so far as the Customer is in default with the fulfilment of an obligation, all other accounts he may owe to us shall be payable immediately in spite of any agreements that may have been made otherwise. The same shall apply if the Customer stops making his payments, is over-indebted, insolvency proceedings are instigated upon his assets or if the opening of such proceedings is rejected due to lack of assets or if SupraTherm becomes aware of circumstances substantiating doubts in the creditworthiness of the Buyer.
3.10 If the Customer is in default with payment we shall be entitled to make the delivery of further goods or provision of further services dependent upon payment in advance or the furnishing of securities and to assert statutory claims. Received drafts may be returned prior to maturity and immediate payment may be demanded.
3.11 If accounts are owed to us for several invoices relating to goods or services supplied by us incoming money shall be offset first of all against the debt due for payment. If there are several debts due for payment incoming money shall be offset against the debts offering us the least security, and if there is more than one debt offering us the same degree of security, incoming money shall be offset against the debt most onerous to the debtor, and if there is more than one debt which is equally onerous to the debtor, incoming money shall be offset against the older debt and if the debts date from the same day the incoming money shall be offset against them proportionately. This shall apply regardless of what the debtor specified when making the payment.
3.12 The Buyer may only offset with counter-claims or assert rights of retention on account of such counter-claims if his counter-claims are not contested or if they have been declared final and absolute in a court of law.
- Periods of time for the supply of goods and services
4.1 Delivery dates or periods which may be agreed either on a binding or non-binding basis must be made in writing.
4.2 We shall not be to blame for delays in the delivery of goods or rendering of services as a result of force majeure and as a result of events making it not only significantly more difficult or impossible to render our performance on a basis which is not only temporary, and this includes in particular strike, lock-out, official instructions etc., even if periods and dates for performance have been agreed on a binding basis. Such delays in the supply of goods and services shall entitle us to postpone the goods or services by the duration of the hindrance plus a reasonable start-up time or to withdraw from part or all of the part of the contract not yet fulfilled.
4.3 If the hindrance lasts for more than 2 months our Customer shall be entitled to withdraw from the part of the contract not yet fulfilled after setting us a reasonable subsequent period of time to supply the goods or services. The Customer may consequently not derive any compensation claims for damages as a result if the delivery period is extended or if we are exempted from our obligation.
4.4 If the Seller is in default with supplying goods or services or if it becomes impossible for him to supply the goods or services, the Seller’s liability for compensation for damages shall consequently be limited in accordance with Number 7 of these General Terms and Conditions of Business.
4.5 SupraTherm shall not be liable for waiting times arising, unless we have promised a collection or delivery date on a binding basis.
4.6 The choice of shipping routes, means of transport, method of despatch and packing shall be at the dutiful discretion of the Seller.
4.7 Partial deliveries are allowed.
4.8 The Buyer may only withdraw from the contract in accordance with the statutory regulations on account of a default in delivery if we are to blame for the default.
- Passing of risk – Packing
5.1 Unless agreed otherwise, the place of fulfilment for goods to be supplied shall be the respective place of despatch. The place of performance for all other obligations, in particular the Buyer’s payment obligations, shall be Attend.
5.2 Risk shall pass over to the Customer no later than when the items to be supplied are handed over to the haulier, freight forwarder or other third party appointed to dispatch the goods. This shall also apply in those cases in which partial deliveries are supplied or are despatched or handed-over are a result of a circumstance the Customer is responsible for, so that risk shall pass over to the Customer on that day on which the Seller is ready to despatch the goods and has notified the Customer accordingly.
5.3 Number 5.2 shall also apply for the Customer’s items to be processed. If the goods to be processed are collected by us at the Customer’s request, the Customer shall bear the risk of conveyance. We shall be at liberty to take out insurance cover for this risk.
5.4 The consignment shall only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the Customer’s express request and expense.
- Liability for defects
6.1 Supplied items are to be inspected carefully straight away once they have been delivered to the Customer or to a third party specified by him. They shall be regarded as having been approved if the Seller does not receive written notification of manifest defects or other defects which would have been identified in the course of a thorough inspection conducted straight away upon delivery, within 7 working days from the delivery of the supplied items or otherwise within 7 working days from the discovery of the defect or from the point in time at which the defect was identifiable for the Customer in the normal use of the supplied item without detailed inspection. At the Seller’s request the supplied item about which a complaint has been made is to be returned to the Seller carriage-free for the Seller. If the notified defect is justified, the Seller shall reimburse the costs of the cheapest method of despatch. This arrangement shall not apply if the costs of carriage increase as a result of the supplied item being at a location other than that where it is to be used in accordance with the regulations.
6.2 If the supplied items have quality defects the Customer shall be entitled to demand subsequent fulfilment. In the event that this should be unsuccessful, i.e. should a repair be impossible, unreasonable, the Seller refuse to carryout a repair or if there is an unreasonable delay in carrying out a repair or supplying a spare part, the Customer may withdraw from the contract or reduce the purchase price as appropriate. A repair shall be regarded as having been unsuccessful after a second attempt has been unsuccessful, unless there are extenuating factors arising due to the nature of the thing or the defect in particular or to other circumstances.