General Commercial Termes and Conditions

GENERAL TERMS AND CONDITIONS FOR PRODUCT SALE & DELIVERY

1. GENERAL TERMS
The following terms and conditions of sale, apply to all our offers, deliveries and services, including informations, newsletters or technical data sheets. This terms apply also to all businesses or other commercial relations, even if we do not refer specially to them within and upon conditions of any contract.

The Purchaser‘s terms of purchase are hereby expressly rejected. The latest version of the „General terms and conditions for product sale & delivery“ is always valid and will override the previous versions.

2. SUPPLIER/MANUFACTURER
SC Vertiqual® Engineering S.R.L. based in RO-547367-Corunca, E60/DN1 Nr. 397-G, Mures county, Romania, registered at the
Comercial Registry no. J/26/685/2009
VAT id.no. RO 25792968
Phone +40 365 882 142
E-Mail: office@vertiqualsafety.com
Website: www.vertiqualsafety.com
further called „Vertiqual®“.

3. SUBJECT
The Purchaser acquires from Vertiqual® under the conditions of „General terms and conditions for product sale & delivery“, products of PPE against falls from height. By sending the „Purchase order“, the Purchaser agrees with „General terms and conditions for product sale & delivery“ for the delivered products, the price, the payment conditions and deadlines, the guaranty, the terms of delivery.

4. PRODUCT SALES
Vertiqual® sales to the Purchaser based on his order, the „General terms and conditions for product sale & delivery“ and the „General pricelist“, respectively the submitted offer, personal protection equipment against falls (PPE against falls from height).
- The prices are quoted „Ex Works“, do not include costs for packaging, custom clearance, transport, transport insurance, VAT or other duties. These will be invoiced supplementary.
- Price and delivery conditions for PPE against fall, which are not produced by Vertiqual®, can differ from the above.
- Products which have to be manufactured especially for the Purchaser will be mentioned in a separated offer.

4.1. Terms of delivery
Vertiqual® will confirm the order within max. 48 h after reception and after clearing eventually doubts. The delivery time for products which are produced by Vertiqual® generally will be 10-14 days and will not exceed 30 days, after confirmation and signing the order confirmation by the Purchaser. The delivery time for products from other producers will be communicated in advance and depends on the delivery through the external manufacturer. Claims due to late deliveries or partial deliveries are excluded.

4.2. Terms of ownership
The Purchaser obtains the ownership of the product or the service object only after the corresponding invoice from Vertiqual® has been acquitted completely.

4.3. Documentation
Pictures, documentation, plans, sketches, body and weight tables are only approximation values as long they are not particularly confirmed by us. We reserve the right to carry out upgrades and technical modifications, even without prior explicit notification to the Purchaser.

4.4. Delays
In the case of the postponement of the start of production or service, for reasons that Vertiqual® can not influence, Vertiqual® undertakes to make an effort to prevent the Purchaser/customer from incurring additional costs and expenditure through this postponement. If some of the products/services can not be deferred, the termination conditions agreed in the Sales contract may be applied.

5. COMMITMENTS OF THE PURCHASER
In return for the delivery of the products or services in accordance with the provisions of this contract and the invoices issued, the Purchaser agrees to pay Vertiqual® the contract price.

6. PRICE VARIATIONS
Vertiqual® will notify the Purchaser of the prices and conditions applicable to the following year. The validity of the general price list is 12 months from its creation, usually a calendar year. In exceptional cases, e.g. significant fluctuations of the EUR-USD exchange rate, or price increases of the raw materials/components by more than 3%, price changes are also reserved during the year. The price will be valid for all Purchaser and will be communicated by Vertiqual® written.

7. ADDITIONAL CLAUSES
7.1. Vertiqual® will carry out all production, service, maintenance or assembly activities to the best of its knowledge, best intentions and best conviction. Technical changes and upgrades can be made to all products, without a previous notification of the Purchaser.

7.2. The Purchaser and Vertiqual® agree not to cancel the purchase order/order confirmation unilaterally. Exception are exceptional cases or force majeure.

7.3. Any changes to the „Genaral terms and conditions“ will be written in a separate Sales contract between the contracting Parties.

8. WARRANTY AND LIABILITY
Vertiqual® generally warrants its products a period of 12 months from the date of shipment. The guarantee is given for hidden material defects and production defects. Damage resulting from normal wear and tear, improper maintenance, improper care and use, accident, fall and manipulation of the equipment, rusty or broken springs of connectors, hooks, or buckles, are not covered by the guarantee. Should a product prove faulty within the warranty period, at request of the Purchaser, Vertiqual® will try to remedy product deficits or defects. This can be done by repairing, replacing a part of the product or the entire product. Should this not be possible, Vertiqual® will refound the purchase price of the product. Further claims for eventual damages or losses are excluded.
If the deficits occurred due to an evident fault of Vertiqual®, Vertiqual® will bear the costs for repairing or replacing, inclusive returning the product.
Were the products produced corresponding current agreements and written orders, or are the deficits and defects not the fault of Vertiqual®, the Purchaser has to incur the expenses for repair, whole or partial replacement, inclusive transport and packaging.
Warranty claims refer exclusively to the purchased product. All claims (including third Parties) regarding directly or indirectly consequential damages, arised during the use, are excluded from guarantee and liability claims.
The user of the products manufactured by Vertiqual® must be aware about the dangers of work at heights and depths. It personally assumes the risks and responsibility for possible damage, accidents or even death that could result from the use of this equipment. If the user is not able to do so, or if he is not able to do so, he is not allowed to use this PPE against falls. Vertiqual® assumes no liability for direct, indirect, accidental and all kinds of consequential damages resulting from the use of the PPE against falls or arise from its use.

9. FORCE MAJEURE
No Party will be liable to the other Party for the non-fulfillment of its provisions as long as such non-fulfillment has been caused for reasons beyond the reasonable control of the Parties, including but not limited to fire, war, insurrection, sabotage, work relocation or serious technical defect in the machine park.
A Party which declares to not be able to fulfill its obligations under the contract will immediately inform the other Party about the existence of such conditions, within two days after receipt of this force majeure.
Should the terms of force majeure persist for a longer period of time, the Parties will consult to find a mutually acceptable solution. If no solution is acceptable to a Party, the contract shall be terminated in writing form, without a court action.

10. PRIVACY POLICY
Purchasers data will only be used for the processing of his order and stored in our IT system. All his data will be passed on only if an order processing with the help of third parties makes this necessary. Otherwise all data will be strictly confidential and will not be accessible to third parties.

11. COMMUNICATIONS
All communications regarding purchase orders, enquiries, additional questions, etc. shall be sent to:
SC Vertiqual® Engineering S.R.L. RO-547367-Corunca, E60/DN1 Nr. 397-G, Mures county, Romania,
Phone: +40/365 882.142
E-Mail: office@vertiqualsafety.com and orders@vertiqualsafety.com

12. APPLICABLE LAW AND DISPUTES
In the case of invalid individual provisions, the validity of the remaining provisions shall remain unaffected.
All disputes between the Parties relating to the validity, interpretation, execution or termination of the present agreement shall be definitively resolved by the competent courts at the location of the manufacturer Vertiqual®.