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S&E Innovative Construction S.R.L.

  • CUI: RO 40297785
  • Reg. Com.: J08/2997/2018
  • Country: Romania
  • County: Brașov
  • City: Săcele
  • Address: Mun. Săcele, Str. Postăvarului, Nr. 19

Terms and Conditions

1. APPLICATION OF TERMS

1. These conditions will be incorporated and shall apply to all quotations, offers, orders, acceptances, and contracts for the sale of goods by the Company and shall overcome any other item of the Contract unless otherwise agreed by the Company in writing. 2. An order from the Buyer will only be accepted by the Company when a written acknowledgement is issued (e.g., an email indicating proceed-to-production after the drawing approval process by the client’s design team). 3. Any quotation is given on the basis that no contract will come into existence until the above written acknowledgement (email) is received from the Client. Any quotation is, unless otherwise expressly stated by the Company in writing, valid for a period of 30 days only from its date, provided it has not previously been withdrawn.

2. DESCRIPTION AND FITNESS FOR PURPOSE

1. The description of the Goods shall be as set out in the Company’s quotation. 2. All drawings, advertising, and any descriptions or illustrations contained in the Company’s brochures are issued for the sole purpose of giving an approximate idea of the Goods described in them and will not form part of this Contract. To be specific, any drawings, advertisements, and descriptions in the Company’s brochures are for general reference only and do not form part of this Contract. 3. The Company makes no representation nor gives any warranty as to the suitability for any particular purpose of the Goods.

3. DELIVERY

1. Unless otherwise agreed in writing by the Company, the Goods shall be delivered:
  • To the destination stated in the Contract, if on mainland Great Britain;
  • At the Company’s place of business on mainland Great Britain, if the destination stated in the Contract is not on mainland Great Britain. Any other destinations are subject to a different quotation.
2. Delivery shall be made to the nearest accessible point to the specified destination in the contract, which can be accessed by a vehicle deemed appropriate by the driver for this purpose. This delivery point must be safe and permissible for loading and unloading goods without endangering the goods or the individuals involved in the delivery process. 3. The Buyer will accept delivery of the Goods within 5 days of the Company giving it notice that the goods are ready for delivery. 4. Dates specified by the Company for delivery are an estimate and time for delivery shall not be made of the essence by notice. 5. Subject to the other provisions of these conditions, the Company will not be liable for any direct, indirect, or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill, and like loss), costs, damages, charges, or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate, request any late delivery interest, or rescind the Contract unless such delay exceeds 180 days. 6. If the Buyer will not accept delivery of any of the Goods or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, the delivery place is considered inadequate by the carrier documents or authorizations:
  • Risk in the Goods will pass to the Buyer;
  • The Goods will be deemed to have been delivered, and the Buyer expressly declares that he does not raise any objection regarding this aspect;
  • The Company may (is not obliged) store the Goods until delivery at the Buyer’s expense on mainland Great Britain;
  • If the goods didn’t leave the factory, the goods will be stored at the factory premises free of charge for a maximum of 90 days. After that, the goods will be considered abandoned, and the company will be able to dispose of them by any means.
7. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading and unloading the Goods. This obligation falls exclusively on the buyer. Unloading should take no more than 2 hours. 8. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond reasonable control including, without limitation, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce), pandemics, border closure or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or any other circumstances that impact the production process. 9. In all circumstances where the customer requests delivery in a manner other than that selected by the Company, prices are exclusive of Carriage and Insurance. In any case, the Company may impose a small order delivery charge in accordance with its current parcel carrier rates. If, however, you have an alternative delivery requirement, we can offer a number of chargeable options available on request. 10. Any time or date for delivery specified in acknowledgement is an estimate only unless otherwise agreed between the Company and the Customer in writing. The failure by the Company for any cause whatsoever to meet the estimated delivery date shall not entitle the Customer to reject the goods when they are delivered, and the Company shall not be liable to make good any loss or damage arising directly or indirectly out of such delay.

4. NON-DELIVERY

1. The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 5 days of the date when the Goods would in the ordinary course of events have been received.

3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing Goods within a reasonable time or issuing a credit note at the pro rata Contract rate.

5. CANCELLATION AND RETURN POLICY

1. The Buyer shall not be entitled to cancel the Contract once an order has been acknowledged.

2. Subject to condition 1, where the Buyer is entitled to and does cancel an order that has been accepted by the Company, the Customer shall, unless otherwise expressly stated by the Company in writing, pay the price for all Goods for which orders have been acknowledged by the Company, in full.

6. RISK/TITLE

1. The Goods are at the risk of the Buyer from the time of delivery.

2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full and unconditionally all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer in any account.

3. Until ownership of the Goods has passed to the Buyer, the Buyer must:

  • Hold the Goods on a fiduciary basis as the Company’s bailee;
  • Store the Goods (at no cost to the Company) separately from all other goods;
  • Not deface or obscure any identifying mark or packaging on or relating to the Goods;
  • Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price;

4. The Buyer’s right to possession of the Goods shall terminate immediately if:

  • The Buyer has a bankruptcy order made against them, or makes an arrangement or composition with their creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) or has a receiver and/or manager, administrator, or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed, or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
  • The Buyer suffers or allows any execution, whether legal or equitable, to be levied on their property or obtained against them, or fails to observe/perform any of their obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts;
  • The Buyer encumbers or in any way charges any of the Goods.

5. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6. The Buyer grants the Company, its agents, and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

7. PRICE

1. Unless otherwise agreed upon in writing by the Company, the price and terms of payment for the Goods shall be governed by the price specified in the Company’s quotation.

2. The price for the Goods shall be exclusive of any value-added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale, or delivery of the Goods, all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.

8. COST VARIATIONS

1. Any price quoted by the Company or shown in the current price list is subject to revision by the Company at any time up to the date of delivery.

2. Unless otherwise agreed in writing by the Company, all accounts are payable on a strict net monthly basis. Where payment is not made on or before the due date, interest on the overdue amount will be charged and become payable at the rate of 5% above the base rate of BNR (Romanian National Bank) prevailing at the time.

3. Any query or dispute with regard to any invoice must be made in writing to the Company within 14 days of the date of the invoice.

4. Payment of any invoice(s) may not be delayed beyond the date in the event of any dispute or query concerning any other invoices.

9. PAYMENT

1. The payment is due within 14 days from the date of the invoice, unless otherwise agreed in writing.

2. No payment shall be deemed to have been received until the Company has received cleared funds.

3. All payments shall become due immediately upon termination of this Contract despite any other provision.

4. The Buyer shall make all payments due under the Contract without any deduction, whether by way of set-off, counterclaim, discount, abatement, or otherwise, unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

5. If the Buyer fails to pay the Company, the Buyer will be liable to pay interest in the amount of 0.5% per day of delay and compensation.

10. WARRANTY

1. The Company will aim to transfer to the Buyer the benefit of any warranty or guarantee to the Company by the manufacturer of the Goods.

2. If such warranty or guarantee is transferable, then such warranty or guarantee shall apply. If it is not transferable, then unless otherwise expressly stated in writing by the Company, the Company warrants that upon delivery and for a period of 6 months from the date of delivery, the Goods will be free from defects.

3. The Company shall not be liable for a breach of the Warranty unless:

  • The Buyer gives written notice of the defect to the Company within 5 working days of delivery where the defect should be apparent on reasonable inspection or within 5 working days of the same coming to the knowledge of the Buyer; and
  • The Company is given a reasonable opportunity after receiving the notice of examining such Goods, and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.

4. The Company shall not be liable for a breach of the Warranty if the Buyer:

  • Makes any further use of such Goods after giving notice;
  • Fails to follow the Company’s or manufacturer’s instructions regarding storage, installation, connection, commissioning, use, or maintenance;
  • Alters or repairs such Goods in any way;
  • Misuses, abuses, or negligently handles the Goods, or uses them for unintended purposes;
  • Allows defects to arise as a result of normal wear and tear.

11. LIMITATION OF LIABILITY

1. All warranties, conditions, and other terms implied by Romanian Law are, to the fullest extent permitted by Romanian law, excluded from the Contract.

2. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

12. GENERAL

1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company, whether under the Contract or not.

2. Failure or delay by the Company in enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

3. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

4. The formation, existence, construction, performance, validity, and all aspects of the Contract shall be governed by Romanian law, and the parties submit to the exclusive jurisdiction of the Romanian courts.