General Terms and conditions of Alien Charging Electronics SRL
The terms and conditions below shall govern all offers and all agreements concluded by and between buyer and seller, notwithstanding any provision to the contrary that may appear on the buyer’s order forms or other documents. All offers shall be without obligation, unless agreed otherwise. We shall be bound only after we have accepted the customer’s order or offer in writing, or after we have commenced the performance of the activities. All agreements made previously which are not accepted in writing shall be deemed to have lapsed.
All prices quoted and the prices charged shall be ex works – which means that the seller owns goods until they are picked up at his factory and that the selling price is the cost of the goods – exclusive of VAT, in RON. These prices shall be based on the cost factors in force at the time that the agreement is concluded, such as materials, wages, import and export duties, levies, taxes, etc. In the event of increases in prices as indicated above after the day on which the agreement was entered into, we will be entitled to adjust the agreed prices accordingly. The customer will have the right to cancel the agreement subject to compensating the seller for costs already incurred in connection with the agreement.
If explicitly agreed in writing that payment is to be in foreign currency, we will be entitled to adjust the price accordingly, if exchange rates fluctuate to our detriment after the agreement has been concluded. The currency of reference shall be the EUR.
3. Delivery and transport
Delivery shall be ex works. All goods delivered and processed or handled by us shall travel for the account and at the risk of the customer. Loading and unloading shall likewise take place for the account and at the risk of the other party. Any freight costs paid by us shall be considered as an advance for the benefit of the customer. The delivery periods are provided for information only and are consequently not binding, unless agreed expressly in writing. Delays in the execution of orders shall at no time lead to compensation or the rescission of the agreement. The goods shall be considered as delivered once they are ready for dispatching and/or inspection in our premises and the customer has been duly apprised thereof.
4. Performance of work and complaints
Our goods can be delivered together with a test protocol. Remarks or complaints for non-conformity with the order form and/or the specifications must be notified by registered letter within two (2) weeks after delivery at the latest. Lodging a complaint shall not exonerate the buyer from his payment obligations. Any right to a guarantee shall lapse upon the removal and/or change of the serial number affixed by Alien Charging Electronics, as well as in the event of returns where the goods are not individually packed.
5. Terms and conditions of payment
Unless agreed otherwise, our invoices shall be payable, without discount or offsetting, within thirty (30) days after the date of invoice at our registered office. Any other method of payment shall not entail novation, amendment or cancellation of the terms and conditions below. Any invoice unpaid when due shall become payable immediately and shall, as of right and without prior notice, accrue interest for late payment at a minimum rate of one percent (1%) per month or part of month as of the due date of the invoice in question until payment in full. Any right to guarantee shall lapse. The seller shall moreover not be required to carry out further deliveries, irrespective of the agreement, before the outstanding sums have been paid. The amount of unpaid invoices shall, by way of compensation, be increased as of right by ten percent (10%) with a minimum of one hundred and ten euro (€110), from the day after the due date of the invoices, without prior notice and in addition to the principal interest for late payment, collection, reminder and legal charges.
6. Reservation of ownership
The goods, even if processed, shall remain the property of the seller until payment in full of all sums owed by the buyer to the seller in whatever capacity. Prior to payment in full, the buyer may not pledge, let, assign or move the delivered goods, which shall retain their moveable character even when they have been made immovable. All risks shall be borne by the buyer. The advances paid shall be kept by us by way of compensation for possible losses in reselling. In case of non-payment on the due date, owing to the mere failure to pay, the agreement may be rescinded by and for the benefit of the seller as of right, by means of relevant notice served by registered letter or process server’s writ. The rescission of the agreement shall entail, for the seller, the right to repossess the delivered goods immediately.
7. Intellectual property
The seller reserves all rights of intellectual property to goods, drawings, designs and sketches he has delivered. Irrespective of whether costs have been charged for the purpose, these shall remain the property of the seller, and may not be copied, imitated, and in the case of drawings, designs and sketches, under no circumstances be disclosed to third parties or used in any other way, without the prior consent of the seller.
If the agreement is rescinded against the seller, the latter shall be liable for damages, fixed at a flat rate of thirty percent (30%) of the amount of the sale, or of the rescinded part thereof, whereby said damages may be increased on the basis of the proven loss actually suffered, as well as the costs incurred as a result of the rescission.
9. Force majeure
In case of force majeure, we shall be entitled to terminate the agreement fully or partially, or to suspend the performance of the obligations, without being liable to damages. Force majeure shall refer to circumstances beyond our control and agency, which could not be reasonably foreseen upon entering the agreement and which are of such nature that performance or further performance of the agreement may not be reasonably expected of us, such as government measures, delays in imports, transport hindrances, strikes, lack of raw materials and/or workforce, etc.
10. Special conditions
Any special condition accorded to the buyer that departs from the general terms and condition, shall not affect the validity and applicability of the remaining general terms and conditions. Furthermore, any single clause becoming null and void shall not entail the voidance of all the terms and conditions and/or of the agreement.
11. Jurisdiction – Applicable law
All disputes concerning the agreement shall be governed by Romanian law, and shall be referred exclusively to the Bihor, Oradea courts.