GENERAL TERMS AND CONDITIONS OF SALE
EDITION MARCH 2020
EDITION MARCH 2020
1. DEFINITIONS AND APPLICABILITY
• “General Terms and Conditions of Sale”: refer to “General Terms and Conditions of Sale”, hereinafter referred to as GTCS, applicable to any sale made by DMT to its Customers;
• „DMT”: represents the Joint Stock Company DMT Marine Equipment, with its registered office in Costi Village, Vanatori Commune, Str. Prelungirea Foltanului no. 13, Galati County, Code 807325, registered at the Trade Register Office under no. J17/803/2001, Unique Registration Code: RO14362477, as Seller;
• „Customer”: refers to a Person or a Company/Firm that intends to conclude or it concluded a “Contract” with “DMT”, based on the present GTCS, as Buyer;
• „Contract”: means a written agreement between the DMT and the Customer, its signing confirming the conclusion of a a transaction for the delivery of Products and/or Services by DMT to the Customer.
• ,,The Contract” may be represented by:
• a firm order issued by the Customer and confirmed in writing by DMT,
• a Confirmation of the Order issued by the DMT and signed by the Customer OR
• a Sale – Purchase Contract signed by both Parties;
• „Offer”: means the technical and commercial proposal regarding its Products and Services presented by the DMT to a Customer, in order to conclude a “Contract”, in compliance with GTCS;
• „Products”: means the product (s), any component part of the product (s) and / or any service / services that DMT offers, sells, executes and/or delivers or it offered, sold, executed and / or delivered within a Contract;
The present GTCS will be applicable to all the operations of offer and sale of DMT Products to Customers. No modification of these GTCS shall be mandatory for DMT and also the application of any general terms or conditions used by the Customer are explicitly excluded – unless they have explicitly agreed in writing on these actions.
GTCS will be considered as accepted by the Customer by the mere fact that he/she sends a firm Order or he/she requests the conclusion of a Contract. This will also mean that the Customer totally waives the application of its general terms or conditions, unless they have explicitly agreed in writing on this.
DMT reserves the right to modify or change the present GTCS at any time, but with the prior announcement of the Customer and without affecting the transactions / Contracts already concluded and in progress.
In case of conflict between the content of the GTCS and that of the
Contract, the content of the Contract will be applicable.
2. OFFER. OFFER AND CONTRACT PRICES.
a. All offers submitted by DMT will remain valid for a period of 30 calendar days, except as otherwise provided in the Offer. If an Offer is not accepted by the Customer during the validity period, it becomes null and DMT will be able to modify it in case of offering resumption. The negotiation intention is made without a firm commitment.
b. All prices will be considered in the INCOTERMS 2020 condition of delivery mentioned in the Offer / Contract.Prices include “standard” packaging costs. Customer’s requests for dedicated /personalized packaging will be the subject of a separate offer. At the same time, it will be considered that the prices do not include excise duties, customs duties, VAT or similar taxes.
c. Prices, Price Lists and other information contained in any publication belonging to DMT are for informational purposes only, they are not mandatory for DMT, they can be modified without any prior notification and, in order to be valid, will have to be confirmed by specific Offers.
d. In the case of tender requests whose analysis, processing and issuance of the Offer require higher costs than the usual/standard ones (personnel and/or material expenses), DMT has the right to request those costs, estimated and communicated to the Customer before the offer.
3. CONCLUSION OF THE CONTRACT
a. The Contract will be considered concluded if:
• DMT confirms in writing the firm order received from the Customer, through an Order Confirmation. The firm order and the Order Confirmation, signed by both Parties, will have the value of a Contract. OR
• DMT and the Customer proceed to the signing of a Sale-Purchase
In the latter case, the Sale-Purchase Contract will be issued by the DMT and it will be sent to the Customer for analysis and signing, unless otherwise agreed.
b. The order confirmation issued by the DMT is considered to be definitively and irrevocably accepted by the Customer, unless the Customer submits objections or additions in writing within 3 working days from the date of receipt of the Order Confirmation.
These will be considered valid only if they are accepted in writing by the DMT.
c. Any modifications of the Contract requested by the Customer must be submitted in writing and they will be first subjected to the verification, approval and adjustment by the DMT regarding the price, the delivery time and other Contract conditions affected. The modifications will enter into force only after the conclusion of an Addendum to the Contract, signed by both Parties.
d. Any modifications of the Products or supplements of the volume of manufacture requested by the Customer will be announced in writing. The additional costs and / or amounts due to these modifications will be communicated by DMT, confirmed in writing by the Customer within maximum 3 working days from their receipt and they will lead to the appropriate adjustment of the value of the Contract by an Addendum to the Contract.
e. DMT reserves the right to reject any change / modification of the Products requested by the Customer, which it considers to be unsafe, not technically and qualitatively recommended and incompatible with DMT’s design and manufacturing possibilities.
f. DMT reserves the right to make modifications and/or improvements of the Contracted Products, prior to delivery, provided that it notifies
the Customer in writing, the performance of the Products improves and the Contract Price and the delivery time remain unchanged.
g. The Contracting Parties agree that, any notification addressed by one of them to the other is validly fulfilled if it will be sent to the address / office provided in the Contract.
In case the notification will be made:
• in the form of an e-mail, it is considered received by the recipient on the first working day following the one in which it was sent;
• by post, it will take the form of a registered letter received by the recipient on the date on which the the acknowledgment of receipt is in the sender’s possession; The verbal notifications are not taken into account by either party unless they are confirmed by one of the modalities provided in the preceding paragraphs.
4. DELIVERY TIME. DELIVERY CONDITION
a. The delivery times mentioned in the Offers are only estimated and they do not constitute an obligation for the DMT, they will be established in the final form of the Contract.
b. The delivery times established in the Contracts shall start from the most recent date of the following dates:
• the date of conclusion of the Contract, under the conditions of the present GTCS
• the date of clarification of all the technical conditions, including the written approval of the Customer for the preliminary drawings related to the Contracted Products, which will allow DMT to start the design and execution of the Products
• the date of the confirmation by the DMT Bank of the receipt of the contractually agreed advance
c. In case of occurrence of additional manufacturing volumes or requests for technical modifications from the Customer, the delivery time will be delayed with the time required to solve them and the new delivery time will be agreed in writing, by an Addendum to the Contract.
d. DMT is not responsible for the delays in delivery arising from the fault of the Customer during the execution of the Products: delay in approving the technical execution documentation and / or technical communications, delay in delivering the free supplies that are the responsibility of the latter, etc.
Also, DMT is not responsible for delays in delivery arising from the fault of the Customer after the completion of the delivery of the goods: failure to provide timely means of transport (in case of EXW, FCA, FAS, FOB delivery conditions), delaying the delivery of the goods, non- payment of goods, etc. If the delay in delivery due to these situations exceeds 10 calendar days, DMT will proceed, as the case may be, to:
• suspension of the Contract based on a notification sent to the
Customer by email
• custody of the goods based on a “Custody notification” transmitted to the Customer. Payment will be made by the Customer within 5 days of receiving the Notification and of the appropriate invoice for the guarded goods, transmitted by email.
At the same time, in this situation, DMT will store the Products in its premises but at the risk of the Customer and it will be entitled to request the appropriate storage costs.
e. DMT expressly reserves the right to make partial deliveries, to invoice and to collect from the Customer the value of each partial delivery. The Customer cannot invoke the partial deliveries made by DMT as as a reason of refusal to pay for the delivered Products.
f. The delivery condition, established by the parties according to
INCOTERMS 2020, will be the one agreed by the Contract. It can be modified only by an Addendum to the Contract.
5. CUSTOMS AND LOGISTICS
a. The Customer will fully respect the Romanian legislation in force regarding the export of the contracted Products.
b. DMT reserves the right not to confirm the Customer’s Orders or, as the case may be, not to conclude the Contract in situations where:
• DMT does not receive the Declaration of final use for the Products with dual use or the Declaration of non-nuclear or military final use the from the Customer, together with the Order or before signing the Contract,
• final use is uncertain.
c. In case picking up and transport of the goods to destination are in Customer’s charge, the following “Loading Instructions” will be noticed and respected:
• Without notice of the contrary, the goods will be ready for loading on the confirmed delivery date, Monday to Friday, from 09,00 a.m. to 16,00 p.m.
• Collection request will be sent by Customer to DMT, by email, at least 3 days prior to collection, to email@example.com, with reference to Customer’s name and Purchase Order/Contract number.
• Multiple truck collecting is to be discussed and is subject to be confirmed by DMT prior loading.
• Loading will be carried out at DMT workshops with bridge cranes, therefore flatbed/open top trailers/trucks are preferred for all collections. Any other mode of transport has always to be agreed with DMT prior to collection.
• Instructions for drivers:
• Instructions from DMT workshops staff must be followed strictly
• Because of safety regulations, driver is obligated to wear a safety helmet and safety shoes
• After registration at DMT Logistics Dept., the driver must wait outside the workshop for further instructions
• Removing of roof, sides and/or top rail to be done outside the workshop
• Driver must be present during loading and indicate the distribution of the goods on the trailer/truck paltform.
• Driver will receive all needed documents from DMT Logistics
Dept./ DMT Customs broker.
If the above instructions will not be respected, DMT cannot be held responsible for any truck waiting hours. For safety reasons, DMT reserves the right to refuse loading.
d. In case transport of the goods to destination is in DMT’s charge, the Customer will provide, at least 30 days prior to dispatch, the following “Shipping Instructions”:
• Delivery address
• Contact data at destination (contact person, phone no.)
• Open hours for unloading
• Invoice address
• Preferred Custom Office/location, if any
• Customs agent, if the case
• Preferred storehouse, if any
6. PAYMENT TERMS
a. Unless otherwise specified in the Contract, the standard payment terms are:
• 30% of the total value of the Contract, in advance, within maximum
5 working days from the date of conclusion of the Contract
• 70% before loading the Products on the means of transport, in order to be sent to the Customer, based on the appropriate invoices sent by DMT via email or as agreed between the Parties.
This payment terms are valid regardless of the INCOTERMS 2020 delivery condition provided in the Contract.
b. DMT has the right to request from any insurance clauses and/ or guarantees (including bank guarantees) the Customer that it will consider necessary for the risk-free performance of the Contract.
In the event that the Customer will not fulfill these obligations within the agreed time, nor within 10 calendar days from the receipt of an appropriate Notification, DMT will have the right to consider the Contract canceled and to recover any suffered damages from the Customer.
c. The compensation does not operate lawfully but only with the written agreement of both Parties.
7. INTERMEDIATE INSPECTIONS. FINAL ACCEPTANCE OF PRODUCTS
a. The Customer has the right to carry out Product Inspections, on different execution phases, during the normal working program of DMT. However, inspections can only take place only after the Customer informs DMT about the scheduled date for inspection and DMT confirms this in writing.
b. The final quantitative and qualitative acceptance of the Products will be performed by DMT’s and Customer’s representatives, at the date and place indicated by DMT in writing. The final acceptance will be recorded in an Acceptance Protocol signed by the representatives of both parties, in which the acceptance of delivery of the Customer or the remedies to be performed by DMT until the delivery of the Products and whose realization will determine the acceptance of the Products by the Customer will be clearly established.
c. In order to fulfill its contractual obligations, DMT reserves the right to hire sub-contractors, selected according to the internal procedures of DMT.
d. All the expenses related to the travel of the Customer’s representatives for the final inspections / acceptance (transport, accommodation, board, etc.) will be borne by the Customer.
e. In case the Customer does not show up at the final acceptance on the date communicated by DMT or it waives the final acceptance, DMT will deliver the goods with self-acceptance.
8. TRANSFER OF OWNERSHIP ON THE PRODUCTS. RISK TRANSFER.
a. DMT has the right of ownership on the Products delivered to the Customer until the full collection of their value, according to the contractual payment conditions, and it reserves the right to recover the difference of the delivered and unpaid merchandise at the Customer’s expense. In this regard, the Customer must keep the unpaid Products separately from his own goods, insured against loss or damage and marked as “DMT Property”; The Customer will allow DMT representatives immediate and unconditional access, in order to pick up the unpaid Products.
b. Until the date of the transfer of the ownership right from DMT to the Customer, the Customer will take all reasonable measures to preserve the integrity of the Products which are in his possession and he will not have the right to transfer the Products to a third party.
c. In the case of 100% payment of the Products before delivery, the ownership right is transferred from DMT to the Customer at the time of delivery, except for the intellectual property rights associated with the Products and which remain the DMT property in accordance with Chapter 10 of these GTCS.
d. The risks of loss or deterioration of the Products are transferred from
DMT to the Customer at the time defined according to the INCOTERMS
2020 delivery condition, agreed by the Contract.
1. These warranty conditions are valid for all Products delivered under the name of DMT, produced by DMT or traded under DMT name.
2. In the absence of a written agreement between Customer and DMT, these provisions need to be strictly abided by in order to beneficiate of the warranty for the Products.
b. Standard Warranty
DMT is liable during the warranty period only for the hidden defects of the Products and which are recognized by a bilateral act.
A claim during the warranty period will not suspend the due payment obligations of the Customer, if they exist, and it will not give the Customer the right to return the claimed Products. The Return of the Products will be done only with the written acceptance of the DMT, at the expense, responsibility and risk of the Customer.
The Standard warranty period offered by DMT for the delivered Products, is of 12 months from the date of the operational start-up, but no more than 18 months from the delivery date.
DMT warrants for an optimal working process of the delivered Products if the Customer meets the instructions of storage, mounting and use described in the delivery documents included in the scope of supply (Technical Manuals, Mounting instructions, Greasing plan, Oil change plan, etc.).
The Customer will announce in writing DMT in max. 72 hours from the occurrence of the event / defect, by completing and transmitting to DMT a ,,Warranty Service Request Form” from the Technical Manual of the Product and making available, as the case may be, Notes of non-conformity, technical details, measurement records, test results, photographs, etc.
DMT will answer in 5 working days to any written complaint related to the delivered products.
If it is proven that the defect is his fault, DMT warrants for repair work with new and unused parts.
The DMT liability will be limited only to repair work or replacing of the parts with material or production flaws.
The warranty offered by DMT is subject to the following terms and provisions:
1. The warranty will not be valid if the Product or component parts of the Product are improperly maintained or have no maintenance at all.
2. In the absence of a written agreement with DMT, any technical intervention on the Products delivered by DMT, made by unauthorized personnel, will lead to the annulment of the warranty.
3. The warranty offered by DMT does not cover the losses resulted from events that are not related to the construction of the delivered Products (e.g. natural disasters, improper use, etc.)
4. The warranty will be void if the Products delivered by DMT are used to other purposes than the ones for which they were designed.
5. The warranty offered by DMT does not cover the damages, losses and/or subsequent complaints related to the following:
• Corrosion due to improper handling and/or maintenance
• Normal wear
• Wear due to partial or total lack of maintenance (e.g. rusted parts due to exposure to the environment, blocked roller bearing, etc.)
• Wear due to unprofessional mounting (e.g. prematurely and unevenly worn brake bands, damaged roller bearing, blocked parts of the breaking bands)
• Wear due to the use of the products under overload conditions
6. For the repairs that take place during the warranty period, the expenses for the man hours, replaceable materials and spare parts will be covered by DMT. Additional costs required for completion of the job will be covered by the Customer, as follows:
• transport cost including flight tickets; taxi; train tickets or any other transport method
• accommodation expenses
• supplying the wear and tear parts (ferodo linings; bearings;
e-brake disks, etc.)
• expenses issued for parts exposed to accidental damages (proximity sensors; encoders; greasing nipples; breather plugs, etc.)
• renting of tools that can`t be hand carried by DMT Service personnel
• renting of testing facilities (load cells; bollard; wire, etc.) or any other means used to test the equipment
• renting of repair facilities (dock; crane, etc.) or any other means used for repairing the equipment
7. The warranty offered by DMT does not cover the collateral damages suffered by third parties as a result of installing and using the Products supplied by DMT.
8. In case of any intervention on the Products delivered by DMT, the warranty will not be extended with the equivalent of the period needed for repairs or the period the Customer has been deprived by the use of the Product. The warranty will be extended with the standard period of 12 months only for the replaced parts.
c. Extended warranty
The standard warranty period will be extended to a period of 5 years, starting the delivery date of the vessel, under following conditions:
• Customer will provide delivery documents of the vessel where the delivery date is clearly visible.
• Yearly product overhauling will be performed by DMT. All cost related to the yearly overhauling will be covered by the Customer.
• Customer will purchase a complete set of spare parts for the
Product from the DMT.
9. The extended warranty period ends when, at least, one of the above questions is not met or the ending date, acc. to the Contract, is reached.In order to make any complaint related to some flaws that occurred in the Products delivered by DMT or for any other information related to the Products delivered by DMT, other than the ones mentioned above, the Customer must contact the After Sales Department in DMT.
10. PENALTY CLAUSE. CONTRACTUAL RESPONSIBILITY
a. In case of delays in payment, DMT reserves the right to suspend the execution of its obligations until the payment is made by the Customer and to request penalties of delay to the Customer in the amount of
0.05% for each day of delay, calculated at the unpaid value, but not more than 5% of the outstanding value.
For delays in the delivery of the goods, the Customer reserves the right to request late payment penalties of 0.05% for each day of delay, calculated at the value of the non-delivered goods, but not more than
5% of the value of the non-delivered goods.
The penalties for the delay will be the only claims that the Customer can have, being expressly excluded to request any other compensation for damages caused by the delay.
The penalties for delay will be due only if the Customer has notified DMT by email about his intention to apply those penalties and they will be calculated only from the date of receipt of such notification by DMT. In any case, the penalties for the delay are not due unless they have been requested within 20 (twenty) calendar days from the delivery of the Delayed Products.
The penalties are irreducible and they are paid within 30 days from the receipt of the corresponding expenses reimbursement statement and invoice.
The payment of penalties does not exempt the guilty Party from further execution of the Contract.
b. DMT is not responsible for:
• indirect damages caused to the Customer, for the situations in which defects are invoked to the provided Products, intervened during the warranty period
• direct and indirect damages caused to the Customer, for the situations in which defects are invoked to the provided Products, intervened after the expiry of the warranty period.
c. DMT will be liable in all cases only for the direct damage caused to the Customer. Liability for any unrealized benefit, indirect or consequential damages of any kind, including but not limited to loss of income, loss of use, loss of profit, loss of energy, loss of business opportunities, is expressly excluded.
d. Except for the material damages caused by DMT by facts proven to have been committed intentionally or with serious fault, the Parties understand and agree that the entire liability of DMT under and / or in connection with the concluded Contracts concluded is strictly limited to the price of those Contracts.
e. The customer will take all reasonable measures to reduce any loss
or damage suffered by him or one of his customers / beneficiaries and DMT will not be responsible for increasing the respective damage, due to the partial or total failure to fulfill obligations, inappropriate behavior or negligence of the Customer, including by not taking the necessary measures to reduce damages.
f. In case one of the Parties changes its name, merges, splits or it is taken over by another legal entity, the new organization will take over all the obligations assumed by the Contract by the respective party. The Customer is obliged to notify in writing the change of his organization. Within one week of the change of the organization, the successors in title of the Customer are obliged to transmit in writing a firm commitment that exempts the DMT from any direct or indirect consequence. If such a commitment is not agreeable for DMT, it may suspend or terminate the Contract, the Customer’s successors in title being obliged to pay the damages according to the present GTCS.
11. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY. COMPLIANCE WITH THE TRADE MARK
a. “Intellectual Property Rights” of DMT means any intellectual and industrial property rights including, but not limited to copyright, moral rights and related rights, all rights in relation to: patents, inventions, trademarks, confidential information (including trade secrets and know-how), projects, sketches, drawings, prototypes, computing algorithms, technical books, software and all other rights that result from the intellectual activity of DMT in the industrial, research and design field.
DMT remains the sole owner of its Intellectual Property Rights, including other information disclosed by DMT in writing or in any other tangible form – whether or not the information thus transmitted bears the mention “Confidential Information” or “DMT Exclusive Intellectual Property Information”.
No provision, agreement or circumstance shall imply the transfer of the Intellectual Property Rights from DMT to the Customer or any third party.
The Customer acknowledges and agrees that the offer and/or sale of goods by DMT does not confer any rights on the Intellectual Property of DMT.
The Customer undertakes not to copy, reproduce, distribute or disclose in whole or in part to any other person, company, corporation or entity, any of the confidential information or any aspect related to them and not allow third parties access to the confidential information.
At the written request submitted by DMT, the Customer will return to him all the confidential information he holds as well as the media on which they are stored, including all copies made from the Confidential Information. The return of confidential information does not exempt the Customer from the other confidentiality obligations that he has assumed.
If the Customer finds any violation of the Intellectual Property Rights of DMT, the unauthorized disclosure, loss or misuse of the confidential information he has received or if it is requested, in any way, to disclose confidential information by an entity which is unauthorized to receive such information – he undertakes to promptly notify DMT.
For any breach of the confidentiality obligation, the Customer owes to DMT a penalty of 150,000 Euro, which will be added to the payment of damages related to the damage suffered by DMT.
The obligations regarding the protection and manipulation of the information subject to “Intellectual Property Rights” are not applicable to the following information:
• which have become known or available to the Customer, legally, from a source other than the DMT and without breach of these clauses by the Customer
• which have legally become known or available to the Customer, from a source other than DMT and without the breach of these clauses by the Customer
• which are legitimately known by the Customer or which are obtained independently by the Customer, prior to their receipt from DMT – which have become or subsequently become public, without the breach of these clauses by the Customer.
• which were disclosed by the Customer after obtaining the written consent of DMT
b. The Customer undertakes to respect and not to prejudice in any way the trademark of the DMT Products by any kind of actions that modify elements of the marks, aim the Product’s ownership or tend to present the Product as a Product of the Customer.
In order to comply with the trademark, DMT has the right to apply its own trademark on the Products, to establish the way to promote the Product under its own mark, to photograph and to audio-video record the Product during the execution of the Contract, at the time of installation, commissioning and maritime tests, as well as at other times established by the Parties, to notify the Customer of the infringements made to the trademark in order to stop their infringement and the right to take any measures considered necessary in order to protect the trademark. The Customer has the obligation to allow DMT to exercise the rights, according to the law.
In case of non-compliance with the obligations of the Customer and infringement of the trademark, DMT has the right to suspend its own obligations until the infringement ceases and the previous situation is restored. The customer also undertakes to pay a sum calculated on the basis of damages and losses suffered by DMT, the amount representing a criminal clause in case of breach of contractual obligations and infringement of the mark.
12. TERMINATION OF THE CONTRACT. STOPPING THE EXECUTION
a. The termination of the Contract may be requested by one of the Parties when the other Party has not repeatedly performed any of the contractual obligations that are opposable to it and if it does not re- enter them within 10 calendar days from the receipt of an appropriate Notification from the other Party.
b. In case of termination of the Contract due to causes not attributable to DMT, the Customer is obliged to pay to it, based on the appropriate invoice with a payment deadline of 15 calendar days from its issuance, as follows:
• From the entry into force of the Contract and until the beginning of the supply of materials: costs with the execution of the manufacturing documentation, if required.
• After the beginning of the supply but until the beginning of the manufacture: the value of the materials, equipment, components or services ordered and paid in whole or in part by DMT – established on the basis of the invoices received from the suppliers to which it is added 15% of their value, representing expenses of internal development.
• After the start of the manufacturing process: the costs will be established on the basis of a “Inventory report of the stage of the execution of the goods” prepared by the authorized representatives of DMT and taking into account the related expenses registered in DMT Accounting – to which it will be added 15% of their value, representing expenses of internal development.
At the same time, DMT will have the right to claim damages in addition. In the same way it will proceed in the situation when, after the conclusion of the Contract, the Customer will renounce one or more of the contracted Products.
c. Termination may also occur by unilateral denunciation, after the transmission of an appropriate notification 30 days in advance, as follows:
• by either Party, if the other Party transfers its rights and / or obligations arising from the Contract, without the prior written consent of the other Party.
• by either Party, in case the other party becomes insolvent or it is subject to a judicial reorganization or liquidation procedure.
d. The termination of the Contract does not remove the responsibility of the Party which, by its fault, has determined the termination and it has no effect on the obligations already due between the Parties.
e. In case the Customer suspends the execution of the Contract, DMT will take all measures to stop the execution of the Products, observing the manufacturing technology and preserving the executed works, for a period of maximum 30 calendar days.
The new delivery time shall be agreed by the Parties and it shall be the subject of an Addendum to the Contract.
Unless otherwise agreed in writing, if the stopping of execution lasts for more than 30 calendar days and it is not lifted by the Customer within 10 calendar days from the receipt of the appropriate Notification from DMT, the Contract will be considered canceled and DMT will have the right to recover all expenses recorded up to the date of cancellation and established according to Art. 12 b) above.
13. FORCE MAJEURE
a. All events that are independent of the will of the Parties, unpredictable, unavoidable and unremovable, which occur after the conclusion of the Contract and which totally or partially impede its performance, are considered cases of force majeure.
b. Force majeure is ascertained by a competent authority.
c. The party invoking the force majeure is obliged to notify the other party, by registered letter, within 5 days from the occurrence of the event considered as force majeure, following that, within 10 days from the notification, to present a Certificate of Confirmation of the Force majeure issued by the Chamber of Commerce and Industry in whose area the event took place or in whose area the affected Party is located. The termination of the force majeure event shall be notified to the other Contracting Party within 48 hours from the termination of the case, by the affected Party.
Failure to inform the case of force majeure within the terms and conditions mentioned above makes the Contracting Party guilty, liable for the damages caused to the other Party.
At the same time, the Party invoking a case of force majeure is obliged to take all possible measures to limit its consequences, including by complying with those contractual provisions that are not affected by force majeure.
d. Force majeure, as far as it is proven, exonerates the Contracting Parties from the fulfillment of the obligations assumed by the Contract, for the whole period during which it acts.
e. The fulfillment of the Contract will be suspended during the period of action of the force majeure, but without prejudice to the rights due to the Parties until its appearance.
f. Force majeure, except in the case presented in paragraph g) below, does not lead to the termination of the Contract but extends its realization with a period that will be agreed in writing by both Parties.
g. If the force majeure acts for a period greater than 30 days, each Party shall have the right to notify the other Party of the rightfull termination of the Contract, none of the Parties being able to claim damages to the other party.
14. DISPUTES. APPLICABLE LAW
a. The parties agree that any disputes related to or arising out of the Contract, including regarding the conclusion, execution or termination thereof, will be resolved amicably.
b. If an amicable settlement is not possible, the parties agree that the disputes will be settled by the arbitration of the Arbitration Court next to the Chamber of Commerce, Industry and Agriculture of Galati (Romania), in accordance with the provisions of the Contract and with the Arbitration Rules of the Court.
c. The present GTCS, Contracts and other agreements concluded between the Parties will be governed by the Romanian Laws.
The applicability of the UN Convention on Contracts for the International
Sale of Products (CSIG – Vienna, April 11, 1980) is excluded.
15. PERSONAL DATA
Personal data (identification elements such as the name, surname and forename of legal representatives, telephone/fax number, mobile phone, office address and / or correspondence address, e-mail address, bank details, etc.) or other such data that serve to identify the parties or the persons representing them are collected, used and processed based on a legitimate commercial and / or legal interest for the purpose of fulfilling the legal obligations, to conclude, execute and finalize this Contract, in order to fulfill the legitimate interests, such as and for the purpose of advertising and marketing, according to the law. In the processing of personal data, the parties undertake to comply with the obligations applicable to them according to the legislation in force in this area. This Contract is constituted by free, express and unequivocal consent regarding the processing of data for marketing purposes. The consent shall take effect from the submission of the request for tender and shall remain valid until its withdrawal. The consent/agreement can be withdrawn at any time by sending a written request to this effect to the identification data of the Parties, mentioned in the Contract.
16. FINAL PROVISIONS
a. In the event that the Customer requests the services of DMT in a country other than Romania, he is obliged to support DMT, at his request, in order to fulfill any legal formalities in Romania or the country of destination in order to allow travel and work abroad, such as issuing notices, filling in forms or documents, etc. DMT reserves the right to suspend contractual obligations, without any fault being charged, when the Customer does not comply with these provisions.
b. Acceptance of these GTCS replaces any other previous or present provisions, in relation to the object to which they refer.