General conditions of sale for products

1. Definitions and interpretations
2. For the purposes of this Contract, the following terms shall have the meanings set out in Appendix 2.
3. References to any statute, regulation or document are references to them as amended, assigned, novated, replaced, republished or re-enacted.
4. All annexes to this Contract shall form an integral part hereof.
5. Any reference to a clause or schedule is a reference to that clause or schedule in this Agreement.
6. Definitions:

“Annexes” GTC and any other annexes to the SC, as referred to in Article 5 SC;

“Goods” The product (s) covered by the Contract, as described in Article 2 CS;

“Contract” means the contract whose subject matter is described in the SC and whose content consists of all the Contract Documents;

“CGV” these general conditions of sale for Products;

“Manufacturer’s Contract” means any contractual relationship established between the Manufacturer and the Seller, directly or through third parties, under which the Seller may purchase and resell the Products;

“SC” Special Conditions of the Contract signed by the Parties;

“Delivery Date” means the date from which the Buyer must present itself at the Delivery Location, as notified by the Seller in accordance with the GTC;

“Signature Date” the date on which the last of the Parties signed the Contract;

“Major Deficiencies” means any deficiencies of the Products in relation to the provisions of the Contract and because of which the Products are unsuitable for use according to their intended purpose as determined by the Manufacturer; Products shall be deemed unsuitable for use if they (i) does not function or (ii) do not function in such a way as to permit their reasonable use as intended by the Manufacturer; or (iii) do not comply with applicable recognised technical standards or mandatory legal provisions, so that their mere use in these conditions could result in substantial penalties or criminal liability for the owner or operator/user of the Product;

“Contract Documents” CS, GTC and all other Annexes;

“Guarantor” means the person who endorses promissory notes provided by the Buyer under this Agreement, having the identification data indicated in the SC;

“Confidential Information” means the information referred to in Article 13.1 GCS;

“Place of Delivery” the place to which the Buyer’s Goods will be delivered, as per the CS;

“Parties” Seller and Buyer as identified in the SC;

“Warranty Period” means the period during which the Seller assumes the warranty for the operation of the Products in accordance with the Contract;

“Price” Price of the Products, according to the CS;

“Minutes” has the meaning assigned to it in Article 6 GTC;

“Manufacturer” the manufacturer of the Products indicated in the CS;

“Encumbrance” any type of third party rights and any promise or measure that may result in an obligation to constitute such rights;

“Technical Specifications” means the technical specifications of the Products established by the Manufacturer, according to the relevant Annex to the SC;

“Delivery Time” is the delivery time indicated in the CS.

“Business Day” means any day on which commercial banks and most private entities in the jurisdiction (s) in which the relevant measures are to be taken have a work schedule; Saturdays, Sundays and public holidays will always be considered non-working days.

• Contractual Documents
  • The SC together with the GTC and any other Annexes listed in Article 5 of the SC form the entire agreement of the Parties regarding the object of the Contract.
• Subject of the contract
• The Seller sells the Products to the Buyer, and the Buyer buys the Products from the Seller in exchange for the Price and in accordance with the terms and conditions of the Contract.
• The products will include all the elements and / or equipment necessary for use according to the destination established by the Manufacturer and the agreement of the Parties according to the Contract. The Buyer understands and agrees that, regardless of the provisions of Article 1686 of the Civil Code, the Products will be delivered in the configuration stipulated in the Technical Specifications and Equipment Lists.
• Transfer of ownership
  • The ownership of each Good will be transferred from Seller to Buyer on the Date of Payment, subject to the actual takeover of the Products and full payment of the Price by the Buyer and the risks are transferred on the date of delivery.
• The Buyer will take all measures, will conclude all the insurances and will contract all the necessary services in order to preserve the integrity, functionality and quality of the Products; The Seller has the right to take or contract, at the expense of the Buyer, all measures, insurances and services that it deems necessary for this purpose, until the date of transfer of ownership; at the same time, the Seller will be designated third party beneficiary of the measures, insurances and services contracted by the Buyer, the latter also having the obligation to request, each time, the prior written and express consent of the Seller in this respect;
• until the transfer of ownership, the Buyer will not have the right to alienate the Products in any way, to promise to alienate or to do or not to do anything else likely to entail the obligation to alienate them or to constitute any Charge in respect thereof;
• until the transfer of ownership, the Buyer will not have the right to modify the Products in any way without the express, prior written consent of the Seller; In the event that such changes occur with or without the consent of the Seller, the latter will acquire ownership of all elements added to or incorporated into the Products or with which they are merged or merged, which cannot be removed without damaging the Products in any way. , this clause representing the advance agreement of the Seller in this respect;
• immediately after any measure of seizure or unavailability of the Products taken by a third party, the Buyer shall notify the third party in writing that the Products are the property of the Seller, and shall inform the Seller of the action taken;
• Buyer will be liable to Seller for (i) any damage caused to the Products by any cause; and (ii) any costs incurred by the Seller in connection with the Products after the Delivery Date, including any damages caused to third parties as a result of the Products’ act; wherever possible by law, the Buyer will be directly liable to any third parties in connection with the above; The Buyer will immediately notify the Seller of any damage caused to the Products or to third parties by the deed of the Products;
• In the event of termination of the Contract or at the first request of the Seller, both for any reason, the Buyer will return the Seller’s Products in the condition in which he took them from him (except for normal wear and tear), within 5 (five) Business Days .
• Risk transfer
• All risks related to the Products (including the risk of accidental loss, theft, disappearance, loss, destruction or degradation, etc.) are transferred from the Seller to the Buyer on the Delivery Date.
• If the delivery is delayed due to the Buyer’s fault, the transfer of risks to the Buyer takes place on the date on which the Products are ready for delivery, but not earlier than the Delivery Date.
• Delivery
• The delivery of the Products will take place within the Delivery Term, according to the delivery condition and at the Place of Delivery provided in the SC, subject to the full advance payment of the Price. The delivery time will run from the date on which the Buyer paid the advance or the guarantee or handed over any guarantee instrument, as established in the CS. The way of packing the Products and transporting them to the Place of Delivery will be established exclusively by the Seller.
• The Seller will ensure that, on the Delivery Date, the Products will be made available to the Buyer in good working order, having the configuration, endowments and technical characteristics provided by the Contract, according to article 3 of the GTC.
• The Delivery Date will be communicated to the Buyer by prior notice of at least 5 (five) days. If any of the Products have not been / cannot be made available to the Buyer on the Delivery Date for reasons other than his fault, the Seller will notify the change of the Delivery Date of the Buyer in accordance with article 6.9 of the GTC.
• On the Delivery Date, the Buyer will sign a report of delivery-receipt of the Products (” Minutes “) which will record the delivery.
• Any deficiencies observed on the Delivery Date regarding the Products will be recorded in the Minutes.
• When it considers the deficiencies thus reported to be justified, the Seller may remedy them (either by repairs or by replacing the Product, at the discretion of the Seller) within the reasonable time necessary, depending on the circumstances. The Buyer will have the right to refuse to take over a Good only if it is found that it has Major Deficiencies, in which case the Parties may agree on a way and a term of remedy or may decide to terminate the Contract. . In any case, the Products will be deemed to have been accepted by the Buyer at the time of completion of their delivery.
• The Seller shall have no obligation to the Buyer for any deficiency existing on the Delivery Date which it does not signal in accordance with the above, unless this is a hidden defect within the meaning of Article 1707 (2) of the Civil Code and is covered by the Manufacturer’s Warranty.
• If the Buyer does not take over the Products on the Delivery Date, the Buyer will be responsible for any costs associated with them, including the costs of storage and security.
• The Delivery Term is provided approximately, the Buyer understanding that it may also depend on the clarification of all technical aspects related to the Contract, the Seller being able to postpone the Delivery Term for a maximum period (____) days. Any change in the Delivery Term, and the Delivery Date, respectively, will be notified to the Buyer by the Seller at least 5 (five) Business Days prior to the new Delivery Date.
• Price. Payment methods
• The price of the Products is provided in the SC and will be paid according to the terms and conditions of payment provided in the SC.
• Failure to pay any part of the Price within the term provided by the Contract entitles the Seller, at his choice:
  • apply interest (i) of 0,1% (zero point) of the unpaid amount for each day of delay; and
• The price will be deemed to be paid in full only at the time when its full amount is credited to the Seller’s account, without any deduction under taxes, fees, bank charges or any other deductions. In case of use of some payment instruments, the Price will have been considered paid on the date of full collection of the corresponding value by using the instruments.
• Seller’s warranty
• The goods sold by the Seller must comply with the technical specifications agreed in this contract (including the annexes to the contract) and must not have any defects in the legal title. The goods must be of the type, quantity and quality specified in this contract, in this respect, the Seller being solely responsible, including for the Delivery of the Goods.

The Seller does not give the Buyer any guarantee for the proper functioning of the Goods / Goods sold, is not liable to the Buyer for any lack of conformity arising after the delivery of the Goods except liability for hidden defects The Buyer agrees that on signing the contract: The goods are used (used).

• The Buyer expressly declares on his own responsibility that on the date of signing this contract and before signing it, he visually checked and inspected the Goods, including the components of the goods, in terms of quality, aesthetic, physical, technical and functional characteristics, found wear and tear and will not make any claims regarding defects found visually on the date of inspection, that he was given the opportunity and recommended to check at his own expense and risk the condition of the Goods by authorized experts. The Buyer has also been informed and agrees that the Goods may have been damaged and the Technical Inspection Report on the condition of the Goods / Goods has been submitted to him.
• The Buyer expressly declares on his own responsibility that the Good / Goods corresponds to the qualities agreed by the parties and declares that he agrees to receive the Goods in the condition in which they are at the date of signing this contract. It is expressly stated that the sale-purchase price of the Good / Goods has been established taking into account the condition of the Good / Goods, their age and their degree of wear and tear, as well as the fact that the Seller does not guarantee the proper functioning of the Good. / Goods.
• The Seller will be liable for hidden defects of the Good in accordance with the legal provisions applicable in force on the date of signing this contract. If the Seller owes the warranty for hidden defects, the Buyer is obliged to inform the Seller, in writing, about the hidden defects discovered within 2 working days from the moment of their discovery. If the discovery of the defects hidden by the Buyer is made gradually, these terms begin to run from the day on which the Buyer realizes the seriousness and extent of the defect.

• Buyer’s Warranty
• The guarantees offered by the Buyer, as the case may be, are those provided by the Contract.
• If, after the Date of Signing, the Seller becomes aware of circumstances that may diminish the Buyer’s ability to perform its obligations under the Contract, the Seller will be entitled to request full payment in advance at another date and / or satisfactory guarantees regarding the Buyer’s obligations before to perform its own obligations and / or to assume obligations to third parties for this purpose.
• Other obligations of the Seller
  • If the contractual object must be ordered, not being available in stock, the Seller will inform the Buyer about this by a written notification, sent electronically (email, fax, etc.). If, to this end, the Buyer agrees that the Seller shall place a purchase order with the Supplier, and the Seller is obliged to provide him with all necessary information regarding the technical status, any defects, damages, photographs, and any other additional information regarding the Good / Goods offered. In this case, the Buyer will confirm whether he agrees with the launch of the order according to the information received and will pay an advance that cannot be returned once the order has been placed, according to CS.

If the Seller does not choose to keep the combination of registration numbers and does not present the reservation of numbers, the Buyer has the right to sell the good in second-hand goods with the registration numbers with which he was handed over, without being responsible for any events. what may happen after the resale, such as but not limited to the following situations: failure to perform the necessary registration operations, taking fines, keeping the same numbers, etc.

1. Termination of the Contract
2. In (i) the situations expressly provided by the Contract as giving the Seller the right to terminate the Contract and (ii ) in all cases where the Buyer violates any essential obligation under this Agreement and does not remedy it within a maximum of 15 (fifteen) On working days at the written request of the Seller, the Seller shall have the right to terminate this Agreement immediately, by simply notifying the Buyer of the termination and the reason for it, without the intervention of any court, without delay of the Buyer and without any other formality.
3. In the event of termination of the Contract in accordance with Article 11.1 of the GTC, the Seller shall have the right to withhold all amounts received from the Buyer under the Contract (including by immediate and full execution of any payment instrument offered by the Buyer, such as checks or promissory notes). contractual penalty, as a result of the termination of the Contract and the breach of the relevant obligation by the Buyer.
4. In the event of termination of the Contract with respect to one or more Products, Seller shall have the right to terminate the Contract with respect to other Products that have not been paid in full and delivered and for which there are no such reasons.
5. Subject to any provisions to the contrary in the Agreement, Article 11.1 shall apply mutatis mutandis for the benefit of the Buyer, in which case the Seller shall have the right to withhold only the amounts paid by the Buyer for Products delivered and obligations performed by the Seller under the Contract.
6. Buyer has no right to terminate the Agreement in the event that the Product fails and / or has hidden defects.
7. Prior to the delivery of the Product or payment of the Price, whichever occurs later, each Party shall have the right to terminate this Agreement immediately, by simple notice to the other Party, if the latter enters into bankruptcy or dissolution or voluntary liquidation. or forced or any other procedure that may lead to them, with the exception of the insolvency proceedings. The defaulting party will be entitled to withhold interest on damages received or the guarantee instrument handed over.
9. Confidential Information may be disclosed by a Party only if
   1. obtaining the prior express written consent of the other Party; or
10. The situation in which Confidential Information is or becomes public does not entitle a Party to its disclosure unless it relates to the terms or conditions of the Agreement.
11. In any case, the Parties will not disclose or exchange any information in the event that the disclosure or exchange could be considered a violation of the law, including but not limited to the exchange of sensitive information between competitors, directly or through third parties. .
12. The Buyer agrees that the Manufacturer, the Seller and any third party contracted by them have, in the event of a legitimate interest (including but not limited to the performance of interventions as part of the warranty obligations related to the Products and / or for the purpose of collecting information to improve the quality and safety of the Products and / or to respond to any legal requirements or requests of any public authority), the right to enter in any way into any computer or other systems of the Products, and to access, retain and use any data recorded by them, as well as any data related to the operation and malfunctions of the Products.
13. Right of withdrawal
14. In case of late payment, the Seller has the right to terminate this contract.
15. Subject to the agreement to make partial payments, the Seller has a right of withdrawal if the payment is delayed for more than one week. In addition, the Seller has the right to request immediately the remaining full balance of the purchase price.

1. However, and in each case, the Seller has the right, in case of late payment, to claim compensation for damages caused by fault.

1. If the Seller withdraws from the contract, the buyer is obliged to immediately return the object of the purchase, together with any withholding rights.

1. Protection of personal data
2. With regard to personal data for which the Parties each act as operators, the Parties will comply with their obligations under Regulation (EU) 2016/679 (the “Regulation”). The Parties confirm that there may be situations where one of the Parties may be assigned responsibility for complying with a specific requirement under the Regulation, but such contractual allocation of liability shall not relieve either Party of its obligations under the Regulation.
3. The personal data processed by the Parties under the Contract are data belonging to the employees, and to the representatives for the fulfillment of the obligations under the Contract.
4. When one of the Parties processes personal data as a person empowered by the other Party, it shall comply with the instructions received from the other Party insofar as they are not contrary to the provisions of the Regulation, as applicable to that Party as a person empowered. of operator. In such a case, the Parties will be able to conclude an agreement for the processing of personal data by which one of the parties is designated as the controller and the other party is designated as a proxy.
5. For the purposes of the foregoing, each Party shall take appropriate physical, technical and organizational security measures to protect the personal data of the other Party against unauthorized use, dissemination or publication, loss, misuse, access, disclosure, processing, modification and accidental or unauthorized destruction.
6. Each Party will process the personal data of the other Party during the period in which the Services are provided under the Contract, as well as subsequently for a period in accordance with the applicable legal provisions.
7. The obligations of each Party with regard to the protection of personal data are as follows:
8. process personal data received from the other Party on the basis of the general principles of legality, fairness, transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality and accountability;
9. to inform the other Party without delay of any breach of the Regulation and to implement all such measures as may be necessary to protect the personal data of the other Party and to mitigate any adverse effects on data subjects;
10. ensure that only employees who have a legitimate need to fulfill their obligations under the Contract will be granted access to personal data belonging to the other Party and that such access is limited to certain categories of personal data that are strictly necessary;
11. cooperate with and provide assistance to the other Party in connection with any complaint or request made by a data subject in relation to personal data processed under the Contract, including: (i) providing the Party with full details of the complaint or request; (ii) complying with a request for access to data within the relevant time limit provided for in data protection law; (iii) providing the Party with any personal data in its possession in relation to a data subject (within the time limits requested by the Party); and (iv) providing the Party with any information it requests.
12. Intelectual property
    1. All information and intellectual property used by the Seller for the purpose, as part of or in the performance of the Contract are the property and / or subject to intellectual property rights belonging to the Seller and / or the Producer, who will remain the sole owners and holders of the rights. intellectual property.

1. Buyer has no right to provide, use, publish or reproduce such information or items or allow the provision, use, publication or reproduction to / by third parties of such information or items.

1. Such information and items will be considered Confidential Information, the provisions of Article 13 of the GTC being applied accordingly.

1. Articles 13 and 15 of the GTC will survive the termination of this Agreement for any reason.

Law enforcement

In entering into and performing this Agreement, each of the Parties shall act in full compliance with all applicable legal regulations and has not undertaken and shall not undertake, directly or indirectly, in connection with or for the purpose of the Agreement, any act or fact that may constitute a violation of any applicable legal provisions, including but not limited to criminal, competition, money laundering and terrorism prevention and personal data protection laws.

Each Party shall give all necessary assistance to the other Party to comply with all formalities for full compliance with legal regulations in the conclusion and execution of the Contract, as well as with each Party’s reasonable internal policies on compliance and internal control.

Without limiting the generality of the provisions of Article 17.2 GTC, each Party represents and warrants to the other that:
– did not offer, grant, secure, promise, conceal or assist in the concealment, directly or indirectly, of money or any other benefit to any official, employee, representative or collaborator of any nature of any authority or any other public or private entity, with a view to influencing any act or decision thereof or obtaining any unfair advantage or in any other way that could be considered a corruption offence or of any other nature, with a view to obtaining any benefit for the Buyer, its affiliates or any other person known to them, nor will it do so in the future, for the purpose of concluding or performing or in general in connection with the Contract;

Each Party undertakes to ensure compliance by its representatives, employees and collaborators with all applicable legal provisions in connection with the conclusion and execution of the Contract, through appropriate training, supervision and internal control measures;

Notifications

All notices and any other communications issued under the Contract shall be in writing and shall be deemed to be given to a Party when they are (i) delivered personally, by courier service or by registered letter with acknowledgement of receipt (prepaid), subject to obtaining proof of delivery/refusal of receipt/pick-up from the addressee/notification of wrong address; or (ii) transmitted by e-mail, subject to the issuing of the delivery confirmation by the transmitting equipment; or (iii) received by the receiving equipment, if transmitted by facsimile, confirmation of transmission issued by the sending equipment being required, in each case addressed to the attention of the person and at the addresses and numbers indicated in the preamble to this Agreement.

Contact details for notifications may be changed by either Party by notification to the other Party as set out above.

Responsibility

The Parties shall be liable for breach of the provisions of the Contract in accordance with the applicable legal provisions, subject to the limits of liability provided by the Contract and which are permitted by law.

The Parties agree that the provisions of Article 1271 of the Civil Code on unforeseeability shall also apply if the change of circumstances is not of an exceptional nature, to the extent that it can be proved that the change could not reasonably have been effectively foreseen by the Party invoking it. In this case, the mere abstract possibility of the occurrence of a certain event will not be considered foreseeable, as long as the event does not occur frequently or cyclically or the Party should not have known this by the nature of its activity and/or specialisation.

The Buyer may not assert any right of retention against the Seller, expressly waiving by Contract any such right.

In the event that the Products delivered to the Buyer violate in any way the provisions of the Contract or applicable law as a result of the act of the Manufacturer or any other third party, the Seller shall be released from any liability to the Buyer or any other affected persons, provided that:

– to assign to the Buyer and/or to the respective persons the actions necessary to obtain compensation or any other necessary remedies;
– if this is not desired by the Seller or is not possible for any reason, to bring the actions mentioned in Article 19.4.1 GCS against the Producer (or any other responsible person, insofar as he has such a right) himself.

The seller shall in no case be liable for his own fault or that of any person for whom he is called upon to answer, nor for indirect or insignificant damages. Damages will be considered insignificant if they disappear by themselves or can be remedied with minimal financial or other efforts.

In situations where the Seller provides technical or other information which cannot be considered as part of its obligations under the Contract, the Seller shall not be liable in any way for the information so provided. – A Party whose liability is incurred under this Agreement in the form of an obligation to pay damages shall be liable to pay such damages only to the extent that the proven amount of the damage has not been covered by any other person, including corporations

Random impossibility of execution

By way of derogation from Article 1634 of the Civil Code, the Parties agree that the fortuitous impossibility of performance (including in all cases both force majeure and fortuitous event) exempts the Parties from liability even in the event that it occurs after their delay.

A situation in which a Party has financial difficulties of any kind, regardless of their cause, shall not be considered a fortuitous impossibility of performance.

The Party affected by the fortuitous impossibility of performance shall notify the other Party as soon as reasonably practicable, and shall take all steps reasonably possible under the circumstances to mitigate the effects of the fortuitous impossibility of performance.

In the event that the fortuitous impossibility of performance leads to delays in the performance of obligations of the kind that entitle a Party to terminate the Contract, the Party affected by the non-performance may unilaterally terminate this Contract in accordance with Article 11.

Product Registration

If additional equipment other than that installed by the Manufacturer is fitted to the Products (e.g. lighting and signalling equipment, stickers, vehicle markings with certain identification elements), the Buyer is obliged to remove them at his own expense.

Applicable law and dispute resolution

• This Agreement shall be construed in accordance with and governed by Romanian law. In the event that the United Nations Convention on Contracts for the International Sale of Goods is applicable to the Contract, only those provisions of the Convention which are not contrary to or which cannot hinder the application of any provision of the Contract and/or Romanian law shall be applicable.
• Any disputes between the Parties in relation to this Contract, which cannot be settled amicably within 10 (ten) Working Days from their occurrence, may be submitted for settlement to the competent court in Romania, respectively (in cases where the choice is possible) to the court of the Seller’s place of business.
• The time limit provided for in Article 21.2 of the GTC does not detract from the right of either Party to request at any time any interim measures applicable under the law.

Assignment

This Agreement, any security obligations assumed for the performance of the obligations of either Party and any right or obligation hereunder may be freely assigned by either Party to its Affiliates without further formality provided that notice is given to the other Party.

Subject to Article 22.1 GCS, no part of this Agreement and no right or obligation arising hereunder, except for rights related to payment obligations, may be assigned to any third party without the prior written consent of the other Party.

Final provisions

In the event that any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction and/or by operation of law, only that provision shall be deemed invalid or unenforceable. This shall not affect the validity or enforceability of the remaining provisions of the Contract unless such provision is essential to the conclusion and performance of the Contract. In either case, the Parties will agree to replace that provision with a similar one, preserving as far as possible the spirit, meaning and effect of the previous provision.

Failure by either Party to exercise in whole or in part any of the rights acquired under the Contract shall not be deemed a waiver by that Party of that right or of the exercise thereof in respect of that or any subsequent situation.

The contract will enter into force on the Signing Date.

Seller CTE Trailers SRL By: Dana Manns Position: Administrator Semnatura: ______________________

Buyer [denumirea completa] Through:[numele complet] , Position: [a se insera] Semnatura: ______________________