GENERAL SALES CONDITIONS

APPLICABILITY

a. In this general sale conditions:

  1. DMT” is the stock company DMT Marine Equipment, with the registered offices in Galati, Prelungirea Foltanului Street no.13, Vanatori village, postal code 807325, ROMANIA, registered at the Trade Registry Galati under no. J17/803/2001, fiscal code RO-14362477, through administrator P.S TER SCHURE BEHEER BV legal represented by Mr. Petrus Siebrandus ter Schure;
  2. Contract” means an agreement for the delivery of Products by DMT to the Customer;
  3. Sale Conditions” refer to these general sale conditions;
  4. Offer” means any offer submitted by DMT to the Customer for the delivery of the Products, including the information regarding to the Products;
  5. Products” means any product or products, any auxiliary component of any product/products, any service or services and/or any composing part hereof, that DMT offers, sells, carries out or delivers or has offered, sold, carried out or delivered;
  6. Customer” refers to any person that signed or wants to sign a contract with DMT;

b. These general sale conditions shall be applicable to all sale operations of goods and services that are the company’s object of activity, to the Customer, if such a sale is carried out on the basis of written transactions, by fax or by other forms of electronic transmission and which represent the parties’ agreement regarding the implementation of the sale. The receipt or acceptance by the Client of any of the Products ordered or purchased shall represent the acceptance by the same of these sale conditions.

c. Any modification of these sale conditions shall not be compulsory for DMT, except for the case such modification has been expressly agreed upon by the parties. DMT also rejects other conditions that may be proposed by the Customer or that appears in the Customer’s request or purchase order and which are additional or contrary to the present sale conditions.

2. THE OFFER

a. The Offer is made without any particular commitment. It shall remain valid at most 30 business days, except for provisions stating otherwise.

b. In case the Offer is not accepted within 30 days by the Customer, it becomes null.

3. CLOSURE OF THE CONTRACT

a. The Contract is considered to be concluded if DMT confirms the same by means of a written confirmation or by any other means agreed by the parties.

b. The confirmation issued by DMT is considered to refer to the convention between the parties as initially taken into consideration, except for the Customer’s objections submitted to DMT within 5 business days after the date of the confirmation issuance.

c. In case the Customer makes changes or additions to the initial contract clauses, the same are considered valid only if expressly accepted by DMT.

d. Unless DMT sends an order confirmation, the contract shall be considered as concluded if and when DMT starts fulfilling the obligations contained therein or if the Customer has received the Products and has not returned them within 3 (three) business days.

e. If DMT provides data, drawings etc. to the customer, the same can consider them as being correct and may rely thereupon.

f. Prices referred to in the offer are based on the delivery and labor in accordance with Incoterms 2015. Prices do not include VAT and packaging expense exclusive.

g. If this offer is not accepted, the contractor is entitled to charge the Customer for all costs it had to cover for the submission of the offer.

4. THE RIGHT OF INTELLECTUAL PROPERTY

a. Unless otherwise agreed, the contractor preserves all rights of industrial property in the offers submitted by the same, and for any projects, illustrations, drawings, models, testing patterns, software etc. provided by the same.

b. These rights shall remain the property of DMT, even if charges are perceived from the Customer for the creation thereof. The provided data cannot be copied, used or shown to any third party without the contractor’s express agreement to so. In the event of violation of this provision, the Customer is obliged to pay the damages.

5. DELIVERY PERIOD

a. The delivery period starts when the Agreement was signed, the technical details agreed and the necessary data are in the possession of DMT, so that the same can start carrying out its contractual obligations. The delivery deadlines in the order confirmation are approximate and are base on the receipt of all information from the Customer.

b. In the event of modifications regarding the execution of the contract by DMT, others than those known by the contractor when the delivery period was determined, the contractor may extend the delivery period with the time necessary for executing the order under such new circumstances.

c. In exceptional situations, if additional work is necessary for the execution of the contract, the delivery period shall be extended with the time necessary for carrying out such additional work. Also, in case the execution of the obligations is suspended by the contractor or if it is impossible to carry out the work due to unfavorable weather conditions, the delivery period shall be extended with the period corresponding to such circumstances.

d. Unless the parties have agreed expressly on such aspect, the failure to comply with the agreed delivery period does not represent a reason for claiming damages.

e. When the products are 100% paid, the right of property is transferred from DMT to the Client upon delivery, except for the rights of intellectual property associated to the Products, rights that remain the property of DMT. The risk is transferred from DMT to the Customer upon delivery.

6. IMPOSSIBILITY OF FULFILLING THE OBLIGATIONS

a. If DMT is in the impossibility of fulfilling its contract obligations due to reasons that could not be predicted upon the contract signature, DMT has the right to temporarily suspend the execution of the contract.

b. The possibility of suspension does not apply if the contract is impossible to permanently or temporarily unable lasted longer …….. months.

7. WARRANTIES

a. DMT provides warranty for a period of 12 months from putting into service of products sold, but not more than 18 months after the goods have become the Customer’s property, only if the Customer acknowledges the obligations assigned to it according to the Sale Conditions and the signed Agreement and unless otherwise specified in the Agreement.

b. The warranty does not cover defects resulting from the inappropriate usage, lack of maintenance or inadequate maintenance, installation, assembly or repairing of the products by the Customer or third parties. No warranty is provided for delivered goods that were not new upon delivery.

8. PAYMENT CONDITIONS

a. The payment deadline is specified in the offer, the order confirmation and the invoice. DMT may issue partial invoices and is entitled to request the payment hereof, which shall be carried out by bank transfer.

b. DMT reserves its right to suspend the execution of its obligations in case the payment is not carried out by the deadline. No compensation payments are accepted only in cases expressly accepted by both sides and for the invoices unpaid by the deadline there shall be applied a penalty of 0,05% per day with a limit of 10% from the total value of the order.

9. PRICES

Prices and other information contained in any publication belonging to DMT can by modified without any prior notification and are confirmed in specific quotations or offers.

Prices do not include excises, custom taxes, added value tax or similar charges. The price for the duration and the materials corresponding to the services shall be provided by DMT on the basis of the costs hereof, which are in force on the date of the supply of the services, on the basis of a written offer or order confirmation. The invoicing duration of the services includes the time for the travel to and from the place of the supply of the service, and all the duration in which the representative of DMT is made available for the implementation of the service and is waiting (no matter whether he/she is at the site of the supply of the service) to supply the services.

10. MODIFICATIONS

a. The modifications or replacements in the order as requested by the Customer must be transmitted in the form of written documents and are subject to the prior approval of DMT and adjustment by the same of the price, delivery schedule and other affected sale conditions.

b. DMT reserves its right of rejecting and modification that it may consider as unsafe, not recommended from the technical point of view, not in line with the quality level, incompatible with the design and manufacturing possibilities.

c. DMT reserves its right of replacing the versions of Products available for sale with the latest series or equivalent Products.

11. FORCE MAJEURE

a. DMT is not responsible for any loss, deterioration or delay that might result from the impossibility of carrying its normal activity, due to any causes independent from its will or to any action beyond its control. In the event of such delay, the deadlines for the fulfillment of the obligations that are assigned to DMT shall be extended with the time period necessary to the compensation of the delay.

b. If the duration of the force majeure exceeds 3 (three) months, both parties are entitled to suspend the execution of the contract, by sending a written notification in this regard to the other party and thereupon all later obligations shall end, except for the parties’ obligations pertaining to already delivered products.

12. LITIGATIONS

Parts are obliged to act in good faith to resolve amicably any no cross talk, disputation or diferendum that might have in relation to this. If Parties came to no good solution, they agree to sues the dispute or diferendum at competent jurisdiction Courts of Law from Court of Appeal Galati.

13. TERMINATION OF THE CONTRACT

In case the Customer requests the termination of the signed contract in circumstances in which DMT is not culpable, and the latter agrees thereupon, the contract shall be terminated by the mutual agreement of the parties, with the right of DMT of claiming damages for possible prejudices resulting from such decision.

14. GOVERNING LAW

a. The Romanian laws shall exclusively govern the Sale Conditions, the Agreement and any other agreement that results from or in connection with the Agreement.

b. The UN Convention on Contracts for the International Sale of Goods (CSIG – Vienna, 11 April 1980) shall not be applicable on the Sale Conditions, the Agreement or any other agreement resulting from or in connection with the Agreement.

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