- Introduction
1.1 Unless the contracting parties have expressly agreed otherwise in writing, the present Sales and Delivery Conditions shall apply.
1.2 The below provisions on the delivery of goods shall also apply mutatis mutandis to services.
1.3 The provisions of Romanian Law No. 365/2002 on Electronic Commerce shall apply to electronic transactions, while other applicable Romanian legislation will govern other aspects.
- Making of a Contract
2.1 A contract shall be deemed to have been made if Bell SteelTech S.R.L. (hereinafter referred to as “Seller”) has sent a written order confirmation upon receipt of an order and if there is no evidence that the Buyer has opposed it within ten days.
2.2 Any modifications or amendments to a contract must be confirmed in writing by Seller to be valid. Seller shall be bound by Buyer’s conditions of purchase only if accepted explicitly in writing.
2.3 If import and/or export licenses, foreign-currency permits, or similar authorizations are required for the performance of a contract, the responsible party shall make every reasonable effort to obtain these in due time.
- Drawings and Documents
3.1 Data on weights, measures, prices, or performances provided in catalogues, brochures, or advertisements shall only be definitive if explicitly referenced in the cost estimate or order confirmation.
3.2 All technical documents, such as drawings, cost estimates, and samples, remain the intellectual property of Seller. Any use or dissemination requires the express written consent of Seller.
- Packaging
4.1 Unless otherwise agreed:
- Prices are without packaging.
- Packaging will adhere to standard trade practices to prevent damage during transport. Packaging is at Buyer’s expense and will only be taken back if agreed.
- Passage of Risk
5.1 Unless otherwise agreed, goods are deemed sold “ex works” (EXW).
5.2 The latest version of the INCOTERMS shall apply.
- Period of Delivery
6.1 The delivery period shall begin at the latest of the following dates:
- Date of order confirmation.
- Date when Buyer has fulfilled technical, commercial, or financial obligations.
- Date when an advance payment or guarantee is received by Seller.
6.2 Partial or advance deliveries are permitted.
6.3 If delivery is delayed due to force majeure (see Article 14), the delivery period shall be extended reasonably.
6.4 In case of Seller-caused delay, Buyer may either demand performance or withdraw from the contract after granting reasonable respite.
6.5 If Buyer fails to accept delivery on time without Seller’s fault, Seller may store the goods at Buyer’s expense and risk.
- Acceptance Test
7.1 Acceptance tests, if required, shall be agreed in writing. Tests will be conducted at Seller’s designated location. Buyer will bear travel and accommodation expenses for its representatives attending the test.
- Prices
8.1 Unless otherwise stated, prices are ex works without loading or VAT (TVA).
8.2 Price adjustments may apply in case of significant cost changes prior to delivery.
- Payment
9.1 Payments shall follow agreed terms. Standard terms include installments of one-third upon order confirmation, one-third mid-delivery period, and the balance upon delivery.
9.2 Buyer cannot withhold payments for warranty claims unless accepted by Seller.
9.3 In case of payment default, Seller may charge interest or withdraw from the contract after reasonable respite.
- Reservation of Ownership
10.1 Ownership remains with Seller until all payments are fulfilled. Buyer shall safeguard Seller’s ownership rights.
- Warranty
11.1 Seller warrants goods for one year from risk passage, provided proper use and maintenance.
11.2 Remedies include repair, replacement, or refund at Seller’s discretion.
11.3 Warranty does not cover normal wear, misuse, or unauthorized modifications.
- Liability
12.1 Seller’s liability for damages is limited to gross negligence and excludes indirect or consequential damages.
12.2 For minor negligence, liability is capped at 5% of the order value or EUR 1000 whichever is lower.
- Consequential Damage
13.1 Seller is not liable for production standstills, loss of profit, or other indirect economic damages.
- Force Majeure
14.1 Force majeure events release parties from timely performance. Parties must notify each other within five days of such events and strive to mitigate effects.
- Data Protection
15.1 Buyer consents to Seller’s processing of personal data for contractual purposes.
- Jurisdiction and Applicable Law
16.1 Romanian law governs the contract, with Bucharest courts holding jurisdiction for disputes. The UN CISG is excluded.
16.2 Contracts and communication shall be in English or Romanian.
For further clarification or inquiries, contact Bell SteelTech S.R.L. – of****@***********ch.com
