These terms and conditions of sale and delivery are designed primarily for legal transactions between companies. If, in exceptional cases, they are used as the basis for legal transactions with consumers within the meaning of Law No. 296/2004 on the Consumer Code, they only apply insofar as they do not contradict the provisions of this law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is expressly excluded.
- Preamble
1.1 These terms and conditions of sale and delivery apply unless the contracting parties have expressly agreed otherwise in writing.
1.2 The following provisions on the delivery of goods also apply to services.
1.3 The assembly conditions of the Romanian Association of the Mechanical and Steel Construction Industry also apply to assembly work.
- Conclusion of Contract
2.1 The contract is deemed concluded if the seller has sent a written order confirmation after receiving the order, and the buyer does not demonstrably object to this within 10 days.
2.2 Changes and additions to the contract require the seller’s written confirmation to be valid. The buyer’s purchasing conditions are only binding on the seller if they are separately accepted by the seller.
2.3 If import and/or export licenses, foreign exchange permits, or similar authorizations are required for the execution of the contract, the party responsible for procurement must make all reasonable efforts to obtain the necessary licenses or permits in a timely manner.
- Plans and Documents
3.1 Information on weight, dimensions, capacity, price, performance, etc., contained in catalogs, brochures, circulars, advertisements, illustrations, and price lists is only relevant if expressly referred to in the offer and/or order confirmation.
3.2 Plans, sketches, cost estimates, and other technical documents remain the intellectual property of the seller. Any use, duplication, reproduction, distribution, or handing over to third parties requires the seller’s express consent.
- Packaging
4.1 Unless otherwise agreed:
a) Prices do not include packaging.
b) Packaging is done in the usual commercial manner to avoid damage during transport, at the buyer’s expense, and will only be taken back by agreement.
- Transfer of Risk
5.1 Unless otherwise agreed, goods are sold “ex works” (EXW) (ready for collection).
5.2 In all other respects, the INCOTERMS in their latest version apply.
- Delivery Period
6.1 Unless otherwise agreed, the delivery period begins on the latest of the following dates:
a) Date of order confirmation.
b) Date of fulfillment of all buyer obligations, such as technical, commercial, or financial requirements.
c) Date when the seller receives a down payment or payment guarantee.
6.2 The seller is entitled to make partial or advance deliveries.
6.3 If delivery is delayed due to a force majeure event (see Art. 14), the delivery period will be extended accordingly.
6.4 If the seller is responsible for the delay, the buyer may demand fulfillment or withdraw from the contract after setting a reasonable grace period.
6.5 Claims for damages due to delay, beyond those specified in Art. 6, are excluded.
- Acceptance Test
7.1 If an acceptance test is required, it must be agreed upon in writing. It will be conducted at the place of manufacture during the seller’s normal working hours.
7.2 Costs for the acceptance test are borne by the seller unless otherwise agreed, while the buyer covers their own travel and accommodation expenses.
- Prices
8.1 Prices are ex works and exclude loading costs.
8.2 Prices are based on costs at the time of the quotation. Cost changes before delivery will adjust the final price.
- Payment
9.1 Payments must align with agreed payment terms. If not specified, one-third of the price is due upon order confirmation, one-third halfway through the delivery period, and the remainder upon delivery.
9.2 The buyer cannot withhold payments due to unrecognized warranty claims.
- Retention of Title
10.1 Bell SteelTech S.R.L. retains ownership of delivered goods until full payment is received. The buyer must safeguard this retention of title and notify the seller of any third-party claims.
- Warranty
11.1 Bell SteelTech S.R.L. provides a one-year warranty against defects caused by faulty design, material, or workmanship.
11.2 The buyer must notify the seller of any defects immediately in writing.
11.3 Warranty claims do not cover normal wear and tear or defects due to improper use or unauthorized modifications.
- Liability
12.1 Bell SteelTech S.R.L. is not liable for indirect damages, such as loss of profits, unless gross negligence is proven.
12.2 Compensation for damages, in cases of slight negligence, is limited to 5% of the order amount or €727,000, whichever is lower.
- Force Majeure
13.1 Both parties are excused from obligations due to force majeure events, such as natural disasters or strikes, that are unforeseeable and unavoidable.
- Data Protection
14.1 Bell SteelTech S.R.L. will handle the buyer’s personal data in compliance with Romanian Law No. 190/2018 on GDPR and related regulations.
- Jurisdiction, Applicable Law, Place of Performance
15.1 The competent court in Bucharest, Romania, has exclusive jurisdiction for all disputes.
15.2 Romanian law applies, excluding the CISG.
15.3 The place of performance for delivery and payment is the seller’s registered office.
For further clarification or inquiries, contact Bell SteelTech S.R.L. – of****@***********ch.com
