UAC^® Website Terms & Conditions (EU)

Standard Terms and Conditions of Sale

General: Unless otherwise agreed upon in writing, these standard terms and conditions of sale shall apply to all deliveries of goods whenever they are referred to in our quotation or order confirmation. The buyer’s terms and conditions of purchase are not applicable, even in they have not been expressly objected to.
In all cases, acceptance of goods means the recognition of these terms and conditions by the buyer. Insofar as these terms and conditions do not contain an appropriate regulation, the Romanian Code of Obligations applies.
All notifications concerning deliveries effected within the frame of these terms and conditions must be made in writing by letter; any from of communications other than the written form is permissible only if agreed upon in writing.

Quotations: Unless otherwise agreed upon, our quotations are binding on our part only if the order is placed by return, and are in all cases subject to the conditions contained hereinafter.

Orders: Orders shall be binding with order confirmation that is submitted in writing after clarification and acceptance of all details. Oral or written agreements as well as modification of awarded orders also require our written confirmation to be valid. Though a written statement, we may at our discretion agree to cancel or modify a confirmed order, if the state of modification of an order allows doing so. Reserved are any alternations that are due to an obviously incorrect order confirmation to a written order, provided we are immediately informed in writing about the inaccuracy when the order confirmation is received.

Price: Unless otherwise specified, all prices quoted exclude VAT as well as all other taxes, duties, tariffs, charges, etc. levied when an order is concluded or fulfilled.
Prices quoted in a currency other than EURO are based on the rates of exchange ruling in European Central Bank on the day of the respective quotation/order confirmation. Any losses caused by a delay in payment shall be converted by the buyer. If the market prices for crude metals, reworking costs, etc, charge prior to delivery of the goods, we reserve the right to apply the new market price valid for the day of delivery. If we have borne costs for transport, insurance, duties, etc, all increases in tariffs and fees such as VAT , freight, insurance premiums, customs duties after contract conclusion shall be met by the buyer; reductions in tariffs and fees will be accredited to the buyer.

Credit terms: The place of payment for all the buyer’s payments is our registered office. The buyer shall carry the bank transfer charges. The payment should be made only in the original invoicing currency. The general terms in NET cash 30 days from the date of the receipt of the goods by the buyer. If the buyer does not honor the payment dates, without further notice, he shall pay interest on the overdue accounts from the due date at the terms prevailing at out registered office, however, at a rate at least 5 per cent over EURIBOR at one month. Delays in paying for more than 30 days after due date, shall entitle us, without further notice, to withdraw from the part of the order not yet fulfilled and to cancel all confirmed orders pending. The buyer shall then be liable to cover all our losses arising there from. The buyer must always pay for effected deliveries. Offsetting of due payments against any counterclaims is not permissible without our prior written consent. If the buyer breaches the credit terms, or defaults, all outstanding accounts shall be due independent of the agreed dates, and we may claim immediate payment.

Scope of deliveries: Specifications, price and terms and conditions refer to the overall quantity of goods to delivered in a shipment. If, contrary to the quotation/order confirmation, the buyer expressly requests part shipments , the specifications, price and terms and conditions shall apply to the quantities of each part of shipment.

Time of delivery: Delivery periods quoted have to be interpreted ex works from the date of the binding order confirmation. Delivery periods are planning premises . Unless otherwise agreed upon, the goods are delivered immediately after manufacture. If delivery periods quoted are exceeded the buyer shall not be entitled to compensation, liquidated damages or any other kind of claim or entitlement.

Force major: Cases of force major us from our supply commitments. In these cases, the buyer is not entitled to lodge any claims. Cases of force major include: mobilization , war, sabotage, strikes, lockouts, revolution, government measures or decrees, embargoes, floods, storms, fire and other events considered to be Force Major; as well as all other unforeseen influences such as restriction of the energy supply, late or defective deliveries of raw materials, breakage of machinery or tools which happen to the vendor or one of his subcontractors. Cases of force major also include transport difficulty and delays, delayed provision of transport, traffic interruptions.

Shipment, benefits and risks: Benefits and risks pass to the buyer with dispatch of the delivery ex works, or in the buyer is responsible for transport, from the time the goods are ready for collection in the works. Shipment is effected for the buyer’s account and the buyer’s risk. Complaints relating to the transports of goods are to be reported immediately by the buyer to the last carrier on receipt of the delivery or the freight documents.

Freight costs: Unless otherwise agreed upon, the freight cost is the buyer responsibility ( Ex Works Dumbravita).

Packaging: UAC Europe will decide the most suitable packaging material to protect the extruded profiles during transit. Disposable packing ( wood, cardboard, etc.) will be included in the agreed price and may not be returned.

Title retention: We shall retain ownership of the goods supplied until full payment has been received. The buyer shall participate in any measures necessary to protect our property; in particular, he authorizes the vendor, at the buyer’s cost, to effect the entry of the retention of title in public registers, bocks and similar, pursuant to the statutory provisions at the place registration and to fulfill all formalities to this effect. The buyer shall store the supplied goods at his cost for the duration of the retention of title and shall insure the goods for the vendor’s benefit against theft, breakage, fire and water and other risks. Furthermore, the buyer shall undertake all measures to ensure that vendor’s property rights neither impaired rescinded.

Dimensional tolerance: For dimensions and material strengths, to such an extent as available, the specifications noted on the confirmation statement shall apply.
In the absence thereof, our general tolerances shall apply.

Quantity variance: Unless otherwise agreed upon, in respect of the quality ordered ( number, meterage , weight), the following quantity variances unavoidable during manufacture are allowed:

• 3000 kg and more or the number/ meterage corresponding to this quantity per item +/- 5%
• 500-2999 kg per item +/- 10%
• 250 – 499 kg per item +/- 15 %
• 100 – 249 kg per item +/- 20 %
• Below 100 kg per item +/- 25 %

Quality control/ analyses: Prior to delivery, in the works, sampling tests customary to the line business are performed on the goods. If in the order the buyer requests further testing, he shall carry the additional costs. Our analytical methods and results shall govern. If the accuracy of our methods is disputed, a referee analysis shall be carried out by an independent expert who we have mutually agreed upon.

Tools/ moulds: Failing special arrangements, the costs for tools and moulds shall be payable on placing the order. Their maintenance shall be at our expense. All such tools will be used exclusively for the manufacture of goods for Costumer. Tools and moulds remain in our possession, even thought the buyer might have paid for their production costs wholly or partly. Unless otherwise agreed upon, tools and moulds paid wholly or partly by the buyer shall only be used for the buyer’s orders or any third party designated by him. The tools are stored in the best possible way, although without any responsibility on our part. If tools are not used during three years, we are entitled to liquidate the tools without special notification of the buyer.

Period of checks and complains: The buyer must check the goods immediately on delivery. Complaints concerning weight or number as well as notifications concerning the condition of the goods will only be considered if we receive written notice ten days of their receipt; in case of hidden defects, ten days after their discovery within the warranty period. Failure to report defects in due time shall be deemed to constitute approval of the delivery.

Warranty and liability: In case of justifiable complaints or notifications of defects our liability is limited to free replacement or repair of the goods within the set time limits during a warranty period of six month from delivery of the goods ex works. The goods replaced by a flawless delivery become our property. Above and beyond that, the buyer has no claims against the vendor, in particular, no further rights in respect of conversation, reduction or replacement of the loss caused by the defective delivery. Excluded in particular are all claims the buyer might lodge to compensate a direct, indirect or consequential loss( includes lost orders, revenues or profits, call back costs, business stoppage, claims by third parties) as well as all other costs incurred by the buyer in conjunction with a defective delivery. A complaint or notification of a defect shall not entitle the buyer to receive a refund of the price paid for the concerned goods.

Product liability: The buyer and the vendor shall inform each other, even after expiration of the warranty period, about possible defects to the goods or claims lodged by third parties in conjunction with their use of the goods and shall provide the best possible mutual support in defending unjustified claims arising from product liability.

Property rights infringements: We shall not be responsible for clarifying whether the material described or ordered by the buyer is likely to result in an infringement of patent, design or other industrial property rights owning to its characteristics description or though specific further processing or application. The buyer alone bears responsibility in such cases.

Place of justification and applicable law: The place of jurisdiction for the vendor and the buyer is our registered office. We are, however, entitled to take legal action against the buyer at his registered office. The legal relationship is governed by Romanian low.