1. Scope of validity
These delivery terms apply to all purchase and service contracts, including consulting services and other contracted services provided by TECHNODEV SRL. The customer’s purchase conditions, as well as any changes or deviations from these terms of delivery or any ancillary agreements, are binding on TECHNODEV SRL only to the extent that they have been confirmed by TECHNODEV SRL in writing.
2. Conclusion of the contract
Both contracting parties are bound by the contents of the purchase order and its written confirmation. If the client has set a deadline for accepting the offer, the contract will materialize only if it has been accepted within the stipulated deadline. If the customer does not accept the contract in the stated form or within the stipulated time, the contract will materialize only when the written confirmation of the order is in accordance with the offer. The customer will be bound by the purchase offer for 30 days, a period starting from the day on which the written order was received by TECHNODEV SRL.
3. Deliveries and Services
Documents accompanying the offer, such as illustrations and drawings, as well as details of weight and measurements such as speeds, fuel consumption, and running costs, are considered to be approximate values with tolerance ranges and do not represent guaranteed quality characteristics.
Cost data, drawings technical documents, or any other technical information shall not be used without the approval of TECHNODEV SRL, except for commissioning, operation, and maintenance of the delivery item, nor copied, reproduced, made available to third parties, or disclosed in any other way. TECHNODEV SRL reserves the right of ownership and copyright on all these documents.
4. Pricing and Payments
4.1 Prices
Unless otherwise agreed, the prices of the delivery item are exclusive of statutory sales tax (VAT) and packaging.
4.2 Maturity Date
Unless specific agreements have been made, the price must be paid in full. Discount costs as well as invoice and check charges will be borne by the customer. In the event of non-compliance with the agreed payment period, legal interest after the due date will be charged until the date of default, and legal penalty interest thereafter, without any further notice being issued to the customer concerned. In case of late payment, TECHNODEV SRL may claim fees for each warning letter. The right to assert any other claims for compensation shall not be affected.
4.3 Non-payment
The Customer will not be entitled to withhold payments based on counterclaims that are disputed and not legally established, i.e. compensation of any such claims will thus be excluded.
If TECHNODEV SRL considers that it will not receive the total purchase price from the customer or not on time, TECHNODEV SRL will be entitled to refuse the contractual execution citing an insufficient guarantee, until the consideration due has been paid or the guarantee has not been secured. If the customer does not pay the consideration due or does not provide the relevant guarantee within a reasonable period requested in writing, TECHNODEV SRL may cancel the contract.
TECHNODEV SRL will also be entitled to withdraw from the contract after setting a reasonable period in writing, if the customer does not make an agreed advance payment on time or if he firmly and definitively refuses to accept the ordered services.
In the event of termination of the contract, TECHNODEV SRL will also have the right to claim damages, including lost profits in the amount of at least 20% of the development price, unless it can be proven that the damage is lower.
4.5 Sales Tax
Sales tax is based on applicable sales tax law. In the case of cross-border deliveries, TECHNODEV SRL will use the existing tax exemptions. The Customer shall notify TECHNODEV SRL immediately of the relevant turnover identification number if cross-border deliveries are made in the EU and provide all other evidence to the extent necessary to obtain a tax exemption under Romanian or foreign sales tax legislation.
5. Delivery period, Reservation of rights to fulfill the contract
The delivery period begins according to the contractual provisions, but not before the receipt of all documents to be provided by the customer, the clarification of all technical details, and the return of the agreed advance payment.
The delivery term is deemed to have been met when the delivery item is available for acceptance by the supplier before the expiry of the delivery period or when such notification is issued that the services are ready for delivery within this period. Compliance with the delivery deadline requires the customer to fulfill his obligation to cooperate and perform the contract.
The delivery period will be reasonably extended in the event of industrial action, particularly strikes, and lockouts, and when unforeseen events occur (eg disruptions in operation, government interventions, delays caused by third-party services, power supply difficulties, war, riots, embargoes, military requisitions, and natural disasters), which will obviously and significantly affect the completion or provision of the Services. This also applies if these circumstances affect a subcontractor. Nor will TECHNODEV SRL be liable for the above circumstances, if they occur during the delay that already exists. TECHNODEV SRL will inform the customer about the beginning and end of such major impediments as soon as possible.
The performance of the contract is subject to the condition that delivery is not restricted by any national or international regulations, in particular by export control regulations and embargoes or any other sanctions. The contracting parties are obliged to provide all the necessary information and documentation for export/import. Delays caused by export checks or licensing procedures will prevail over any stipulated delivery times or deadlines. If the necessary licenses cannot be obtained for certain items, the contract will be considered as not concluded with respect to the services in question. any claim for compensation related to this or the exceeding of the above-mentioned deadlines will be excluded.
6. Transfer of risk
Deliveries are made according to the contractual terms. If the customer or his appointed representative does not collect the services on the specified delivery date, which will have to be agreed with TECHNODEV SRL at least one week in advance, TECHNODEV SRL will be authorized to ship the delivery item at the risk and expense of the customer. In both cases, the risk rests with the customer as soon as TECHNODEV SRL has handed over the delivery item to the customer or his authorized representative.
If the shipment is delayed for reasons for which the customer is responsible, the risk will be transferred to the customer on the day on which he is informed that the goods are ready for shipment. The risk is also transferred to the customer when partial deliveries are sent or when other TECHNODEV SRL services have been ordered (for example, shipping, delivery, installation, assembly or staff training/familiarization). Shipments are practically at the customer’s expense and the customer also bears the risk when he implicitly agrees to accept delivery items.
7. Reservation of ownership
7.1 TECHNODEV SRL reserves the right of ownership over the delivery items until receipt of all payments resulting from the business relationship with the customer. If payment by check or invoice has been agreed upon, the retention of title shall also cover payment of the invoice as accepted by TECHNODEV SRL and shall not expire when the check is credited by TECHNODEV SRL. Reservation of ownership will continue when the claim has been registered in an open account, then paid and confirmed.
7.2 The Customer treats the delivery items with the utmost care and carries out any necessary repair, maintenance, and inspection work in a timely manner and at its own expense.
7.3 The customer shall not pledge or assign the delivery items as security.
7.4 The customer will immediately inform TECHNODEV SRL about any annexes, seizures, or other acts of disposal carried out by third parties. The costs of removing these measures will be borne by the customer.
8. Liability for defects, warranty period
8.1 Warranty Period
TECHNODEV SRL guarantees any defects existing at the time of transfer of risk, as well as any repairs made to the delivery items. The warranty period is 12 months. If the acceptance or shipment is delayed due to the fault of TECHNODEV SRL, the guarantee expires no later than 12 months after the transfer of risk.
There is no separate warranty for items that are reworked or replaced during the original warranty period. However, the warranty period will be extended by the downtime caused by the repair or replacement work.
Used items are not under warranty.
8.2 Duty to Inspect
The customer can issue claims regarding irreparable defects. He will immediately notify TECHNODEV SRL in writing about any detected defects.
8.3 Scope of Warranty
If the delivery item does not comply with the conditions agreed upon at the time of transfer of risk, the customer’s performance request covers the free repair of those components that are unnecessary or whose usefulness is substantially impaired, at the discretion of TECHNODEV SRL.
9. Customer’s right of cancellation, purchase price reduction and other forms of liability
9.1 Frustration
The customer may withdraw from the contract when TECHNODEV SRL is ultimately unable to provide the full service before the transfer of risk. If TECHNODEV SRL is obviously temporarily prevented from providing the service, the customer will have the right to withdraw from the contract only when TECHNODEV SRL fails to deliver within a reasonable time after the cause of the frustration has been removed.
9.2 Partial Delivery
The customer may also withdraw from the contract when, in the event that he has ordered identical delivery items, a partial delivery proves impossible given the numbers involved and the customer has a vital interest in refusing a partial delivery.
If the customer cannot accept partial deliveries when he has already delayed receiving the goods or for any other reason for which he is responsible, he will still have to pay.
9.3 Unfixed Errors
In addition, the customer can withdraw from the contract if:
In the above cases, it is up to the customer to request a reduction in the purchase price rather than withdraw from the contract.
9.4 Price Reduction
If after completion of the remedial work, there are still minor defects, which can be ignored if the delivery items are still suitable for the intended use, the customer’s right to withdraw from the contract will be excluded. In this case, he is entitled to a price reduction.
9.5 Exclusion of Liability
Any other claims by the customer, regardless of the legal basis on which they are based, will be excluded, as well as the replacement of products with damages of any kind, including damages that do not affect the delivery item as such (for example, loss of use and production, lost profits or any other consequential damages). This exclusion of liability does not apply in case of bad intent or gross negligence on the part of TECHNODEV SRL and when major contractual obligations have been breached. If major contractual obligations have been breached, TECHNODEV SRL will be liable only for damages related to the contract and reasonably foreseeable, except in cases of bad intent or gross negligence.
And finally, the exclusion of liability will not apply if TECHNODEV SRL willfully breached its duties and caused bodily harm with legal consequences, i.e. endangered the life and health of some people.
10. Applicable Law
All contracts are governed by Romanian law and comply with European laws from 2023, in particular the Digital Services Act (DSA) and the Digital Markets Act (DMA).
11. Place of Jurisdiction and Enforcement
The civil courts in Romania will be responsible for all disputes arising from the contract, as well as for check and invoice enforcement procedures, as well as for summons and arrest procedures. This does not apply if an exclusive place of jurisdiction is specified. TECHNODEV SRL also has the right to opt for the court responsible for the supplier.
Română 