1. General provisions
In the event of any purchase made by us, any legal relationship between the Supplier and us is governed by the following terms and conditions. The Supplier’s conditions, as well as any derogation from these Conditions, will only apply based on their written confirmation. The absence of our express objections, our acceptance of goods or services or payment for them will not be interpreted as acceptance.

2. Contract formation and amendment
Any contract for the supply of goods or services, as well as any amendment, subsequent agreement, notice of termination thereof, declaration or communication shall be in writing, unless otherwise provided in these Conditions. If the Supplier does not accept an order within two weeks of receipt thereof, we have the right to withdraw it at any time.

3. Purpose of supply of goods and services / Change of purpose / Spare parts / Subcontractors
1. The Supplier shall ensure that all information and conditions relevant to the performance of its contractual obligations and the intended use of its deliveries are made known to it in due time. Offers shall not involve any costs for us. The Supplier shall ensure, before submitting any offer, that it has carefully examined the conditions on site and that, following verification of the documentation, it has understood the manner of performance of the contract and compliance with the technical and other provisions. The Supplier shall check all documents made available, including the situation on site, correctness, feasibility and any execution of preliminary work by third parties. It shall inform us in writing without delay of any reason for concern of any nature, indicating the reasons therefor and shall conclude an agreement with us for the further execution of the work.
2. We are entitled to request changes to the design and execution of the delivered goods from the Supplier, to the extent that the Supplier can reasonably be expected to comply with such a request. The Supplier shall implement such changes within a reasonable period of time. The consequences of such changes, in particular with regard to delivery times, additional and reduced costs, shall be agreed upon to the satisfaction of both parties. If an agreement cannot be reached on the matters referred to in the previous sentence within a reasonable period of time, we shall determine the respective consequences at our discretion in a reasonable manner.
3. The supplier will ensure that he will be able to deliver to us the goods supplied or parts thereof as spare parts for a period of
15 years after the termination of the supply relationship, under reasonable conditions.
4. The Supplier shall have the right to subcontract any of its obligations solely with our prior written consent.

4. Prices / Payment terms
1. The agreed prices are fixed prices. The payment terms will be agreed separately between us and the Supplier. Invoices will be presented without copies to the indigo, but will include the purchase order number, order items, our customer account reference number, place of unloading, Supplier number, number of items, number of pieces, price per piece and volume per delivery.
2. The Supplier is not entitled to assign claims against us to third parties or to collect such claims through third parties without our prior written consent. If the Supplier assigns claims to third parties or allows them to be collected by third parties without our prior consent, we shall be entitled to continue to make payments to the Supplier in settlement of the obligations.

3. The Supplier shall only have the right to set off claims against us or a right of retention if and to the extent that the Supplier’s respective claims are undisputed or its counterclaims are finally settled.

5. Delivery dates / Administrative authorizations / Export control
1. All deliveries shall be made DAP (Incoterms 2020), including packaging and preservation, to a location indicated by us, unless other conditions are agreed. Our company and the recipient indicated by our company shall be informed of the delivery on the day of dispatch. Each shipment shall include a delivery note in duplicate, containing our order number, the article number and the Supplier’s identification number. The agreed dates and deadlines shall be binding. The Supplier shall inform us without delay in writing of any delay in delivery. The Supplier shall also indicate the reason for the delay and its estimated duration. If the reason for the delay is beyond the Supplier’s control, the Supplier may only invoke such a reason if the Supplier has fulfilled its obligation to inform us in good time.
2. The Supplier will inform us of any administrative authorization and notification requirements necessary for the import and use of the delivered items.
3. The Supplier shall comply, to the extent applicable, with all EU, US export control laws and regulations
or other export control provisions. The Supplier shall obtain all necessary authorizations before transferring the goods to us. The Supplier undertakes by these Conditions to provide us with all information necessary to comply with these provisions in each individual case. We shall be entitled to terminate any contract with the Supplier with immediate effect if any changes in the applicable national or international export control laws or regulations, or if our internal rules based thereon make it impossible or appear to make it impossible in the near future to accept any contractual services or to fulfill the contractual obligations.

6. Reception of the executed works
Any acceptance of the works shall take place after their completion, by our countersignature on the respective acceptance report. In relation to any performance that cannot be subsequently verified or examined, the Supplier shall send us, in due time, a written notification requesting examination. Any fictitious acceptance by failure to respond to an inspection request or by making payment or by actual use is excluded by these Conditions.

7. Privacy / Information
1. The Supplier shall keep in strict confidence all information, including but not limited to sketches, documents, know-how, samples, production devices, models, media (collectively referred to as “Information”), shall not make such Information available to third parties (including sub-Suppliers) without our written consent and shall not use such Information for purposes other than those indicated by us. These obligations shall apply mutatis mutandis to copies and duplicates.
This confidentiality obligation does not apply to information that the Supplier had legitimately obtained at the time of disclosure, provided that such information was not subject to a confidentiality obligation, that the Supplier subsequently obtained, legitimately, without being obliged to maintain its confidential nature, that is or has become known to the public, without breach of contract by one of the parties or for which the Supplier has received approval for independent disclosure or use.
The supplier may not advertise the professional relationship with us without obtaining our prior written consent.
2. We reserve ownership and all other rights (such as copyright) in the Information. Copies may only
be made with our prior written consent. Ownership of the copies shall pass to us at the time such copies are made. The Supplier and we agree in these Terms that the Supplier shall retain the copies on our behalf as the owner.

The Supplier agrees to properly preserve, at its own expense, all documents and other objects, including copies thereof, that have been made available to the Supplier, to keep them in perfect condition, to obtain insurance for them and to return them to us or destroy them, in each case upon our request. The Supplier is not entitled to retain these objects, for whatever reason. The Supplier will confirm in writing the return or complete destruction of the relevant objects.
3. If the Supplier breaches its obligations under VII.1., it shall owe a contractual penalty of EUR 25,000 for each breach, which shall be paid immediately. The Supplier reserves the right to request the determination of the contractual penalty by a court decision. The damages shall be offset against any contractual penalties paid.

8. Quality control
The Supplier will constantly monitor the quality of its own services. Prior to any delivery of goods under the contract, the Supplier will ensure that the goods to be delivered are free from any defects and comply with the agreed technical requirements, and the Supplier will guarantee this to us in writing.

9. Warranties / Reimbursement of costs / Warranty period / Compensation
1. We will inspect the goods received only for externally visible defects and externally visible deviations in terms of identity and volume. We will notify such defects without delay. We will also notify defects as soon as they are discovered in the ordinary course of business. In this respect, the Supplier hereby waives the right to object that the defects were brought to our attention too late.
2. If the delivered goods are defective, we shall be entitled to repair them in accordance with the law, unless the following conditions provide otherwise. If operational safety is threatened, if there is a risk of unusually high damage or in order to maintain our ability to deliver to our customers, we shall be entitled, after informing the Supplier, to remove the defects ourselves or to have them removed by a third party. The costs resulting from the remedial measures taken in accordance with the previous sentence shall be borne by the Supplier.
3. If the Supplier uses a third party for services, in particular if the Supplier does not produce the goods itself, but purchases them from third parties, the Supplier shall be liable for that third party in the same way as for any person employed for the performance of an obligation.
4. Unless a longer period is provided for by law, the Supplier shall be liable for defects that become apparent within 36 months from the date of receipt of the delivery from the Supplier or from the date of acceptance, provided that such acceptance was required by law or the contract. In the case of additional performance (removal of defects or delivery of goods free from defects), this period shall be extended by the period during which the delivered good cannot be used in accordance with the contract.
Additional services are also subject to the aforementioned deadlines. All claims based on defects become
statute-barred at the earliest two months after all claims of the end customer have been satisfied, but no later than 5 years after delivery to us.
5. In the event of any third party claims regarding any defects in title, the Supplier shall indemnify
us, unless the Supplier is not responsible for such defects in title. The Supplier shall indemnify us in the event of any third party claim based on defective goods if and to the extent that any damage is caused by a defect in the goods delivered by the Supplier.

10. Materials, packaging and tools provided by us
Substances, components, containers, special packaging, tools, measuring instruments or similar substances or items (each, an “Accessory”) remain our property. In the event of processing the Accessories, merging the Accessories or mixing the Accessories, we will become co-owners of the new goods. Our share of the ownership will be proportional to the value of the Accessories compared to the total value of the new good. The Supplier will not have any right of retention on the Accessories, regardless of the reason.

11. Tools
Without prejudice to any other agreement to the contrary, we will acquire full ownership or co- ownership of the tools to the extent that we have contributed to the demonstrated costs of the tools used in the manufacture of the goods supplied. We will acquire title/co-ownership of the tools upon payment. The tools will remain with the Supplier on loan.
The Supplier shall request our consent to dispose of (in the legal or factual sense of the term) tools, to move the location of the tools or to permanently remove the tools from use. The Supplier shall mark the tools as our property or co-ownership, as the case may be. The Supplier shall bear the costs of maintenance, repair and replacement of the tools. We shall have the same title to the tools replaced as to the original tools. In the event of co-ownership of a tool, we shall have a right of pre-emption with respect to the Supplier’s share of the ownership. The Supplier shall use the tools co-owned with us exclusively for the purpose of manufacturing the goods to be delivered. After completion of the delivery, the Supplier shall return the tools to us without delay upon request. For jointly owned tools, upon return of the tools to us, we must reimburse the Supplier for the value at that time of the Supplier’s share of ownership. The Supplier shall not have any right of retention over the tools. The Supplier’s obligation to return the tools shall also apply if the Supplier experiences a significant deterioration in its financial situation and in cases of long-term interruption of the supply relationship. The Supplier shall provide the tools under the agreed conditions or, in the absence of such an agreement, under customary conditions.

12. Long-term inability to deliver
In the event of a long-term inability to deliver or if the Supplier experiences a significant deterioration in its financial situation, we shall be entitled to terminate the contract with respect to the part that has not yet been performed. If the Supplier experiences one of the above-mentioned events, it shall make every effort to support us in transferring the production process of the good(s) to be delivered to us or to a third party, which support shall include the granting of licenses of intellectual property rights to the extent that these rights are necessary for the manufacture of the relevant product(s), such licenses being granted in accordance with customary industry terms.

13. Compliance
1. The Supplier shall refrain from any action or omission which, regardless of the form of participation, could lead to administrative fines or criminal prosecution, in particular for corruption or violation of competition law, of the Supplier, the Supplier’s employees or third parties employed by the Supplier (hereinafter referred to as “Breach” or “Breaches”). The Supplier shall be obliged to take all necessary measures to avoid the Breach. To this end, the Supplier shall be responsible for compliance with all relevant laws and their proper application by its employees and all third party representatives and shall conduct appropriate training courses.
2. Upon our written request, the Supplier shall provide information on the above-mentioned measures, in particular on the content and status of their implementation. To this end, the Supplier shall fully and accurately respond to a compliance questionnaire issued by us and shall submit to us the documents related to this questionnaire.
3. The Supplier shall inform us, without delay, of any Breach and of the commencement of official investigations by any authority into a Breach. In addition, if there are elements indicating a Breach by the Supplier, we have the right to request written information about the Breach and all measures taken by the Supplier for remediation and compliance in the future, as well as for immediate cessation.
4. In the event of a breach of any of the above obligations, the Supplier shall cease such actions without delay, indemnify us for any and all damages suffered by us as a result of such breach and/or we shall have the right to terminate in writing, without notice, any Individual Agreement. We shall have the right to seek compensation for claims and damages of any third party, which were caused by a breach of the above obligation by the Supplier, its subcontractors or their subcontractors.

5. In the event of any infringement of competition law in the form of hardcore restrictions, namely in the event of anti-competitive agreements or concerted practices concluded by the Supplier regarding price fixing, bid rigging, quantities, quotas, territories or customers, the amount of compensation shall be 15% of the Supplier’s net sales of products or services affected by the agreement to us before we became aware of the infringement. The Supplier’s right to prove the exact amount of the damage, lower than the aforementioned compensation or the absence of actual damage shall not be affected by these Conditions.
This will also apply to all claims for higher damages, as well as other contractual or legal claims on
our part.

14. Miscellaneous
1. The place of performance of all deliveries and services is the place of destination specified by us.
2. The contractual relationship shall be governed by Romanian law. All disputes between the parties shall be resolved by a competent court in Bucharest, Romania, in the absence of any other exclusively competent court. Without prejudice to the foregoing, we shall be entitled to bring actions against the Supplier before any other competent court.
3. If any provision of these terms and conditions is or becomes invalid, the remaining provisions of these terms and conditions shall remain valid. The parties undertake to replace, in good faith, any invalid provision with a valid provision that will lead to an economic result equivalent to that intended by the original provision.

TERMS AND CONDITIONS OF SALES

1. General
All deliveries and services provided by UTTIS – including the transfer of software – are carried out exclusively under the delivery and payment conditions described below. They create obligations on the part of UTTIS if and only if they are agreed in writing. Customer requests that deviate from these cases will not be taken into account. Any order sent to UTTIS leads to the customer accepting these commercial conditions.

2. Bidding
Our offers are optional and non-binding: our order confirmations are decisive for commercial transactions. Orders are only accepted if there is a firm, written confirmation from the customer. The company reserves the right to modify the constructive solution after consulting the customer, as long as this serves technical progress.
The documentation attached to the offer serves only the purchasing person or company and cannot be multiplied or made available to a third person/party without our written consent. Obvious errors in the customer’s order: printing, calculation or typing errors are not binding on UTTIS and do not give the right to issue claims for compensation.

3. Prices and payments
The prices in UTTIS specifications (offers, proforma invoices, order confirmations) are ex-supplier prices, valid for 30 days from the date of issue of the specification, unless otherwise specified. They include external transport, customs duties, customs commission, but do not include VAT, unless otherwise specified. Our payment condition is 100% payment in advance, unless otherwise specified.
We reserve the right to accept other payment methods, agreed in writing, in case of justified requests from the client. Payment will be made in advance upon receipt of the proforma invoice in LEI, to our account, and the beneficiary will inform us that he has made the payment, sending us by e-mail a copy of the payment order endorsed by the bank.

All customs clearance operations are taken over by UTTIS, except in cases where otherwise agreed. In the event of delays in the collection of the goods by the customer, the customer will be obliged to pay additional expenses resulting from the storage of the goods. To the extent that the basis for calculating the price changes, we reserve the right to adapt the prices to the new situation created. In the case of complex projects, the payment method will be agreed contractually.

4. Delivery times
Delivery terms are based on confirmation of receipt of the advance payment in the company’s account. UTTIS will confirm the order and delivery terms to the customer as soon as it obtains confirmation of the order from the production units. The delivery term is considered met if, by its expiration, the buyer has been notified, by telephone or by written notification, that the goods are ready for shipment.
The delivery period shall be extended accordingly in the event of force majeure, when obstacles arise that are subject to the force majeure clause. This also includes strikes and mass layoffs. This also applies in the event of obstacles and unforeseen situations at sub-suppliers. Compliance with the delivery period requires the customer who placed the order to fulfill his contractual obligations. If the shipment is delayed due to the fault of the customer who placed the order, we are entitled to dispose of the delivery item in another way after an appropriate period has elapsed, to supply the customer who placed the order with the requested goods with an appropriately extended delivery period and to charge him for the storage costs incurred.

When the customer requests changes to the initial order, these will be accepted to the extent possible by UTTIS and with the latter’s written confirmation, the customer bearing the additional costs, and the delivery time will be modified if necessary.

5. Transfer of risks
All deliveries shall be made at the customer’s risk. The risks associated with partial or advance deliveries shall also be borne by the customer from the moment of dispatch. This also applies if the goods are transported by UTTIS, even if its own means of transport are used and if UTTIS takes over the installation operation.

At the customer’s request, UTTIS may insure, at the customer’s expense, the transported goods against theft, damage caused by burglary, transport, fire or water, as well as against any other risks that can be insured.

6. Ownership clauses
The delivered goods remain the property of UTTIS until the full payment of the price, as well as all existing claims, resulting from the business relationship with the customer who placed the order. The issuance of claims to exercise our rights under the ownership clause shall not be considered as a termination of the contract.
On the contrary, in addition to claiming the return of our property, our rights resulting from the
sale-purchase contract also remain valid, especially those relating to compensation for damages and lost profit.
The customer who placed the order has the revocable right to alienate the delivered goods to third parties within the framework of appropriate commercial transactions. Until all claims have been paid in full, the customer who placed the order assigns to us ab initio all claims and secondary rights arising from the alienation to third parties.
The assigned claims serve to secure all claims stipulated in paragraph 1. At our request, the customer who placed the order is obliged to inform us of the assignment to third parties for the purpose of payments due to us, providing us with the information necessary to exercise our rights and handing over the necessary documents to us.
The customer who placed the order is permitted to process, transform and assemble with other objects
the goods referred to in this clause. We become the direct owner of the object made by processing or transformation until all claims are settled. The processed or transformed object is considered to be a good falling within the scope of this ownership clause.
In the case of processing, transformation or assembly with other objects that are not our property, we have the right of co-ownership over the new object at the level of the share resulting from the ratio between the value of the processed, transformed or assembled goods, which falls within this clause regarding ownership, and the value of the resulting new object.
The share of the claim assigned to us has priority over other claims. If our goods falling within the scope of this ownership clause are assembled with immovable or movable objects, then the customer who placed the order also assigns to us his claim to which he is entitled as compensation for the assembly carried out, for security purposes together with all secondary rights, without any separate explanation being required.

The above paragraph also applies to the value of the assigned claim. The customer who placed the order is not entitled to dispose of goods falling within the scope of this ownership clause in any way other than as stipulated above, in particular he is not entitled to pledge or use these goods as security. He is obliged to inform us without delay of any damage to objects in our possession.

If the customer who placed the order falls behind with his payment obligations towards our company or breaches an obligation arising from the ownership clause agreed between the parties, then the entire outstanding debt becomes due immediately, the customer being deemed to be in default. In such cases we are entitled to demand the return of the goods and collect them from the customer who placed the order. The latter no longer has any ownership rights to these goods.

7. Guarantees
For non-compliance with the quantity and quality of UTTIS deliveries and services, our liability is as follows:
– All products or services will be repaired or replaced by our company free of charge if, within 12 months from the transfer of risk, they have become unusable or their usability is significantly impaired, in particular due to a construction error, defective material or improper workmanship. This clause does not apply to wearing parts.
– For repaired or replaced products, or for the service provided again, the warranty period is 3 months. This period runs until the end of the initial warranty period. The period during which the company is responsible for the delivered object is extended by the duration of the interruption of activity caused by the remedial work.
– For spare parts, the warranty is given by the manufacturer.
The customer who placed the order must ensure the time frame and conditions necessary for the repair and delivery of replacement parts. Only in urgent or exceptional cases where operational safety is at risk and major damage must be prevented, UTTIS may authorize the customer to repair the goods themselves or have them repaired by a third party and request reimbursement of the costs involved.
Such authorization shall be effective and accepted only if given in writing. The customer shall not be entitled to cancellation of the order or reduction of the purchase price unless the remedy, replacement delivery or removal of the error has not occurred in time after notification or has failed after several attempts despite a reasonable period of time.
Other claims of the customer, in particular claims for damages for defects that are not related to the goods or services delivered by UTTIS, are excluded. UTTIS’s liability is limited to the value of the goods and services delivered. The exemption from liability does not apply in the case of intentional negligence on the part of legal representatives or employees with executive power, as well as in the case of violation of essential contractual obligations.
In the latter case UTTIS is liable for any typical or reasonably foreseeable damage within the contractual
framework, with the exception of gross negligence or intent on the part of legal representatives or employees with executive power. The exemption from liability does not apply in cases where, under product liability law, liability for defective products is mandatory in the event of personal injury or damage to products used in a particular manner.
With regard to third-party products, our liability is limited to ensuring that any complaints addressed to us are forwarded to the supplier of the third-party product, as long as there are complaints against our supplier. This does not apply if extended liability under the product liability law regarding manufacturer obligations applies.
Otherwise, we do not provide any warranty for damages that have occurred for the following reasons: contraindicated or improper use or storage, faulty assembly carried out by the customer who placed the order or by third parties, unauthorized attempts at repair and modification, natural wear and tear, faulty or negligent handling, chemical influences, electrical influences, etc. over which we have no influence, as well as in the case of use that is not in accordance with the intended purpose of the object and failure to comply with the instructions for use and UTTIS product specifications, in particular those relating to the use of UTTIS cylinders (instructions regarding lubrication).

The warranty is also null and void if the customer or a third party has made modifications to the product without prior written permission from UTTIS or without other authorization, even if the defect occurs in a component other than the modified one. Our data regarding the delivered object and the purpose for which it is to be used, e.g. data regarding weight, hardness, service values, temperature, etc. are only descriptive elements or indicators and not guaranteed properties.
These are non-binding, indicative values and are only considered to be guaranteed to the extent that they correspond to our models, tested and approved for the specific purpose of use. Minor deviations do not justify any warranty claims.

8. Impossibility, delays, responsibilities
The customer who placed the order may terminate it only in the event of the impossibility for UTTIS to provide the service in full before the transfer of risk. The customer who placed the order is also entitled to terminate if the delivery of part of his order becomes impossible and he has a justified interest in refusing a partial delivery.

If the above situation does not apply, the customer who placed the order may, in agreement with UTTIS, reduce the contracted amount accordingly. In the event of a delay in our performance in the sense indicated in point 4, the customer who placed the order granting us a new deadline which is not met, then the customer who placed the order is entitled to terminate the contract.
If the customer who placed the order is at fault for a delay in taking delivery, he remains liable for the
performance. If the customer suffers losses as a result of delays on our part, he will be entitled to claim penalties of 0.1% per day but not more than 5% of the value of the delivery that could not be used on time or in accordance with the contract.
Any other claims of the customer are excluded, in particular those regarding the payment of compensation as a result of a breach of an obligation, of a breach of obligations assumed during the negotiations for signing the contract and as a result of an unauthorized
operation, as well as claims regarding damages that did not occur to the delivered object.
The exemption from liability does not apply in cases where, according to product liability law, liability for defective products is mandatory in the event of injury to persons or damage to products used privately.
In the case of third-party products, our liability is limited to the assignment of any claims that are made against us to the supplier of the third-party product as long as there are claims against our supplier. This does not apply if extended liability under the product liability law regarding manufacturer obligations applies.
In the case of production or assembly based on binding instructions from the customer, the customer shall indemnify us against any claims by third parties arising from intellectual property rights or similar. In the event of unforeseen events within the meaning of point 4, insofar as they change the economic significance or scope of the service or have an influence on our company, as well as in the event of a subsequent impossibility of performance, the contract shall be amended accordingly. UTTIS is entitled to terminate the contract in whole or in part if this is economically unjustified.

9. Confidentiality
The client undertakes to treat all information, know-how or other industrial secrets related to the execution of the respective order with strict confidentiality and not to transmit or make available to third parties, without the consent of UTTIS, any type of information, prices, documents, documentation, drawings, sketches or other acts.
UTTIS also treats client documents with the same level of confidentiality.

10. Miscellaneous
1. The contractual relationship shall be governed by Romanian law. All disputes between the parties shall be resolved by a competent court in Bucharest, Romania, in the absence of another exclusively competent court.
2. If a specific clause of these terms and conditions is or becomes invalid, the remaining terms and conditions shall remain valid. The parties undertake to replace, in good faith, any invalid clause with a valid clause, leading to an economic result equivalent to that sought by the initial clause.