General Terms and Conditions of Business and Delivery
APV VERTRIEBS LIMITED PARTNERSHIP
I. General information
Our sales and deliveries are performed in accordance with these general terms and conditions of business and delivery.
These conditions shall remain binding even if individual provisions included in a bilateral contract concluded by the parties do not apply - whatever the reasons for this, or if the contract fails to address a situation covered by these conditions.
They shall also apply to any additional transactions concluded with us, provided we do not issue new terms and conditions or do not explicitly rescind the currently applicable terms and conditions. Deviations from these delivery conditions shall only be binding on us if they are explicitly negotiated on an individual basis and are confirmed in writing.
We shall be bound by the purchaser's terms and conditions of purchase only if we have explicitly recognized them in writing. Size, weight and output information as well as figures and drawings are to be taken as approximate and non-binding. In order to be valid, all arrangements, subsequent changes, additions, oral agreements, etc. must be made in the written form and include the original handwritten signature or a qualified electronic signature.
We retain copyright over figures, drawings or other documents provided by us or by the manufacturer.
II. Quotations and order acceptance
We offer no-obligation quotes. The contract shall be deemed concluded only upon posting of a written confirmation of delivery by us. All orders and agreements require our written confirmation in order to become effective. By signing the order form, the contractual partner also accepts the currently valid version of our general terms and conditions of business and delivery. We reserve the right to demand acknowledgement of our order confirmation from the customer. Changes to our order confirmation are valid only in the written form.
III. Prices and terms of payment
Unless otherwise specified, all prices stated by us are to be understood exclusive of VAT.Depending on the tax situation of the sale, the legally applicable VAT determined at the time the transaction takes place shall be added to these prices during billing. We are also expressly authorised to employ partial billing where services have been rendered in stages.If the prices are expressed in EUR, the buyer shall pay the RON equivalent of the price + VAT, calculated at the RON-EUR exchange rate communicated by the National Bank of Romania on the date of the invoice + 1%.
Our prices are to be understood ex works or ex storage from the supplier, as well as exclusive of packaging, freight, transport, installation and/or insurance. Should the manufacturer's labour costs change due to collective agreements in the industry or due to internal work agreements, or should other costs necessary to the provision of the goods/services (such as those for materials, energy, transport, work by third parties, financing, etc.) change, we are entitled to adapt the prices accordingly, when such changes occur prior to the order confirmation from our side.In absence of any arrangement to the contrary, our receivables must be paid concurrently against handover of the goods; our side reserves the right to refuse to hand over the goods if their price has not been paid. A discount will only be recognized in the context of and based upon written agreements to this effect. If a discount is agreed upon, this shall only be granted if payment has been received by its due date. Payment shall be deemed to have been made on the day when the amount is in our possession or the day on which the bank confirms that the payment has been received. The right to withhold payments or offset payments to account for any counterclaims on the part of the purchaser is excluded.Cheques are not accepted as a method of payment.
IV. Place of performance, transport, and delivery conditions
The place of performance, both for our services and for services provided in return, is our company's head office (APV VERTRIEBS LIMITED PARTNERSHIP - Romania, Timiș county, Jimbolia, str. Recoltei nr. 4, room 1). Our prices do not include delivery and installation costs.These services can be provided by us or by our authorised partners upon request against separate payment.Unless otherwise agreed, the delivery costs and the risks during transport shall be borne by our contractual partner. Also, the installation costs devolve upon our authorised partner, unless otherwise agreed.
V. Penalty charges
In the event that payments are deferred or made later than agreed, late fees shall be charged for the additional time period in the amount of 0.15% per day of delay, starting from the due date until the actual payment date, without a notice of default being required; the client shall be deemed in default ipso jure.
VI. Delivery deadline
The delivery deadline shall be the one indicated by APV after clarification of all technical, commercial and financial matters, provision of documents, permits and approvals to be supplied by the customer, and once all agreed deposits have been received. The delivery deadline shall be deemed met if the delivery item has left our works by the time the deadline expired, or its readiness for dispatch has been communicated, considering that the price does not include transport. The installation is not considered part of the delivery, nor of the delivery deadline. The delivery deadline shall be extended correspondingly should unforeseen hindrances outside our control occur, regardless of whether they occur within our company or at the supplier's.If dispatch is delayed at the customer's request, more than one month after notification of readiness for dispatch, then they will be billed for the costs incurred in storage at the supplier's site, in the sum of half of one percent of the invoiced amount per month of storage. However, we are also entitled, after a reasonable period has been set and elapsed without result, to make use of the delivery item in other ways and to offer the customer a new adequate deadline.Observance of the delivery deadline is conditional upon the purchaser fulfilling their contractual obligations. Our company reserves the right to postpone delivery in case of non-compliance by the purchaser with their
The contractual partner must accept slight delays in delivery due to objective reasons without entitlement to damages and without the right to withdraw from the contract.
VII. Product conformity
VII.1. We provide a warranty for the quantity and the quality of the goods as defined in the order confirmation.Slight deviations in the delivery, which do not affect the stated use of the object(s), e.g. with regard to weight, quality, colour, etc., do not count as defects. Moreover, we expressly reserve the right to modify or improve our products as a result of new experience and updated knowledge.
VII.2.The goods or services must be examined carefully and in detail after they have been handed over/rendered, and complaints regarding possible defects must be filed without delay.Complaints relating to defects can only be considered if they are asserted in writing without delay after receipt or handover of the goods or provision of the service, however no later than five days from handover/provision.The complaint shall be excluded if the condition of the goods or service has changed since transfer of risk.
VII.3. Deficiencies caused by one component of the delivery or service do not entitle the customer to reject the whole delivery or service.
VII.4. In the event that a complaint is justified, we are entitled at our own discretion - without giving the customer a choice in the matter - either (a) to supply an item free of defects against return of the defective item, (b) to withdraw from the contract and refund the purchase price, (c) to correct or replace the missing part within a reasonable period of time, or (d) to reimburse the depreciated value of the item while still observing the contract in agreement with the customer. Other claims on the part of the customer shall not be recognized. Filing a complaint does not relieve the customer of their duty to pay; in fact, any warranty obligations on our part shall become void should the customer fail to comply with
their payment obligations or with any other obligations until the time of the payment. The customer accepts the additional warranty and replacement principles of APV.
VII.5. Aside from this warranty, we shall not be held liable for any damage which was discernible upon handover of the delivery (at the factory), nor for future damages occurring after that point, unless they were caused with intent. In particular, compensation is excluded for any damage occurring in items which are not the delivery item on the basis of that item's defect. We are not responsible for the conduct or handling of the goods or individual parts by any preliminary suppliers. In any case APV shall not be held liable for the purchaser's unrealised gains as a result of using the products purchased from APV.
VII.6. The customer must always make all necessary arrangements to avoid or minimise potential damage, provided that they can do so without unreasonable inconvenience or cost.
VII.7. Warranty and guarantee claims can be made only for the goods in the invoice recipient's country.
VIII. Liability, product liability
Apart from personal injury, we are only liable if the injured party is able to prove gross negligence on our part.
The liability provisions shall be those stipulated by the Romanian law, taking into consideration the special terms set forth in these conditions or those set out in the warranty accompanying the product.
In order to preserve warranty rights, please observe the following : Use the product strictly in accordance with its directions for use as they are set out in the instruction manual in Romanian which comes with the product. Do not remove the seal or the label containing the serial number of the product. Do not tamper with the product. Do not push the products past their parameters in order to increase performance. Do not make hardware changes to the product and do not remove the APV seal.
During the warranty period, the seller reserves the right to repair or replace the product which proves to be defective, at its discretion or in accordance with the seller's technical options. The conformity shall be restored first and foremost by way of repairing the product, within 15 days of the date when the customer handed the product over to the seller or to a person appointed for this by the seller, against receipt. The down time caused by the lack of conformity which occurred during the warranty period extends the warranty and commercial guarantee period, and it shall run from the moment the product was brought back to the seller/services unit until the moment the product was restored to its normal functioning state and, respectively, the moment of the written notification to pick up the product or the moment of the product's actual handing over.
The durable goods which become defective during the legal warranty period, when they cannot be repaired or when the cumulative down time caused by defects arising during the legal warranty period surpasses 10% of the legal warranty period, shall, at the customer's request, be replaced by the seller or the seller shall give the customer a refund for the product. The durable goods which replace defective products during the warranty period shall be granted a new warranty period which shall run from the date the product was replaced. The warranty refers only to the replacement or the no-charge repair of products with manufacturing defects or with hidden material defects. Replacing components does not
affect the warranty period of the product.
The warranty covers only those defects which arise during the normal use of the product and does not apply to:
• Thermal, mechanical, and plastic deteriorations of the product as a result of accidents, vibrations, weather conditions, negligence in use, or other factors independent of the manufacturer/seller (electric shocks, mechanical shocks, inside or outside breaking of the product, damaging the housing of the device, any aesthetic defect caused by negligent handling and use, thermal shocks, a high level of impurities and/or excessive humidity, placing the product in other positions than the ones described in the instructions manual, infiltrated foreign objects, liquids, etc.)
• Improper use of the product (e.g. inadequate supply voltage, lack of grounding or incorrect grounding, connecting the product to other products which lack grounding, the effect of chemical substances, pollutants, smoke, dust or humidity, etc.).
• Using the product for applications which require qualities and performance levels other than the ones offered by the product's category and design or which lie outside its technical specifications.
• Failure to observe the instructions for use or installation set out in the the product's user manual.
• Defects of any kind caused by normal wear and tear as a result of operating the product under the recommended conditions.
• The use of batteries, power supplies or accessories other than the ones manufactured, authorised or recommended by the product's Manufacturer, or the use of spare parts originating from manufacturers not authorised by the supplier.
• Changing the initial state of the product by unauthorised interventions (tampering)
• Defects to the product caused by the electricity supplier or by the unplugging of the product from the power supply while the product is running.
THE AFOREMENTIONED DEFECTS ARE NOT COVERED BY THE WARRANTY; THEY SHALL BE REPAIRED OUTSIDE THE WARRANTY AND PAID FOR BY THE CUSTOMER.
In the event of the product's breakdown, the supplier shall not be held liable for any loss of information or data, nor for any damages incurred by the purchaser as a result of these losses; the seller's sole obligation is to repair or replace the faulty product. It devolves upon the customer to save their data beforehand. The seller is not responsible for unblocking the customer's password-protected equipment.
In order to make use of the warranty, it is mandatory that the customer submit the invoice/fiscal receipt and the warranty certificate. The product shall be accompanied by all the accessories with which it was purchased and delivered, and by a detailed written account of the defect. We recommend placing the product in the original packaging. Failure to present any of the aforementioned documentation shall make it impossible for us to provide the warranty. Also, we shall decline to provide the warranty if the product labels and/or seals are no longer intact.
In the event that the warranty claim proves to be unjustified - that is, in the event that the ascertained defect is not covered by the warranty - the customer shall be obliged to pay the labour costs for the diagnosis, in the amount of at least 100 EUR, in RON equivalent at the exchange rate communicated by the National Bank of Romania on the day of the diagnosis. The repairs carried out to remedy defects which are excluded from warranty for the reasons mentioned above shall include additional costs for spare parts, labour and transport, as agreed beforehand with the customer.
The warranty is provided at our company's head office in Romania, Timiș county, Jimbolia, str. Recoltei nr. 2, on working days during our business hours, except in cases where there is an agreement to this effect (servicing contract at the customer's head office/home or explicit request). The servicing at the customer's head office/home is not included in the warranty and is offered against remuneration, in accordance with the servicing contract or the service offer.
The purchased product shall not be replaced, nor shall the paid amount be refunded if the product is fully functional and the customer is only dissatisfied with the purchased product even though the seller had recommended a different product in line with the customer's needs prior to purchase.
* Consumer rights are in accordance with G.O. 21/1992, republished in 2007 with subsequent additions and amendments, and with Law no. 449/2003 republished in 2008 with subsequent additions and amendments. (this applies to customers who are natural persons)
IX. Right of the purchaser to withdraw
The purchaser has the right to withdraw from the contract if we have allowed the deadline granted to us for the fulfillment of our warranty obligations to elapse without result, or if we have refused to provide warranty with regard to a proven defect.
X. Right of the supplier to withdraw
In the case of unforeseen events which have a significant bearing on the economic significance or contents of the work, or have a considerable effect on our business, and in the event of the impossibility of execution subsequently coming to light, we shall be entitled to withdraw from the contract in whole or in part. The customer cannot assert claims for damages based on such a withdrawal. Should we desire to make use of this right to withdraw, then we must notify the customer of this immediately after we have become aware of the scale of the event, and even in those circumstances where an extension of the delivery deadline was initially agreed with the purchaser.
Should it become known to us, after conclusion of the agreement with the purchaser, that the financial standing of the customer has developed unfavourably, such that they are not or not immediately in a position to fulfil their contractual obligations as agreed, we may demand payment in advance or securities in the value amount of the delivery. If the customer fails to meet these requirements, we are entitled to withdraw from the contract.
XI. Retention of ownership
We shall retain ownership of the delivery item until all payments arising from the delivery contract have been received. Provided that the purchaser has not provided proof of having taken out an insurance policy – which they are obliged to do – we are entitled to insure the delivery item against fire, water and other damages at the purchaser's expense.The purchaser has handed any insurance rights over to us.
According to this provision, the customer is however entitled to make use of the goods supplied under retention of ownership in the ordinary course of his business and within the framework of competent business practices. Extraordinary uses such as pledging, use of the goods as a security, and similar are only ever permitted with our express written consent. If retained goods are resold to third parties (in any case even after processing), the customer shall have already presented us with their receivables from the purchase price against their purchaser/customer, or - if applicable and to the extent of our proportional joint ownership - from the insurance, and is obliged to inform us without delay of the name and signature of
the secondary purchaser, as well as of the amount and structure of receivables resulting from the sale.Moreover, if the retained goods are resold, the customer is obliged to inform their purchasers or customers of the transfer of receivables to us and of the amount. In addition, the purchaser of the retained goods must, by way of corresponding book entries, note down the amount of our receivables (“extended retention of ownership”). The transfer of the receivable must occur regardless of whether our retained goods are sold with or without machining/processing or whether they are sold to one or multiple purchasers.The customer is obliged, for the duration of the retention of ownership, not only to take all
necessary steps and to secure the legal basis for the retention of ownership, but also in particular to maintain the delivery item in proper condition. It is at our discretion whether additional agreements regarding retention of ownership need to be concluded with the purchaser in special cases.
As soon as the goods have been handed over to the purchaser, all risks affecting them shall be transferred on the same date as the date of the handover, even if the good has remained in APV ownership until the date of full payment.
XII. Default on the part of the purchaser
If the customer is in default on an agreement with payment by instalments, even if this applies only to a single agreed payment or to other benefits, then the deadline elapses for the entire residual amount, and the entire residual amount shall become immediately due and payable on the date the deadline for the said instalment has elapsed.
XIII. Court of jurisdiction, applicable legal system
For the sales made by APV VERTRIEBS LIMITED PARTNERSHIP, Romanian substantive law shall apply.
The language of the contract shall be Romanian. Should the contract be drawn up in bilingual versions, the Romanian version shall prevail.
For any disputes stemming from the sale of a good by APV, the parties shall turn to the competent local court which has subject matter jurisdiction at the registered address of APV.For disputes regarding consumer law, the competent courts at the consumer's registered address also have jurisdiction.