1 Interpretation
In these Conditions:
“SELLER” means Andreea Braescu Art Studio SRL, headquartered in Bucharest, Romania, 3A Intrarea Debarcaderului Street, website https://www.andreeabraescu.com/, e-mail:contact@andreeabraescu.com, VAT no. RO34360047
“BUYER” means the person who accepts a Seller’s Price offer for the sale of the Goods and whose Order for the Goods is accepted by the Seller
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply to the Buyer in accordance with these Conditions
“SPECIFICATIONS” all specifications and/or description of the Goods as described in the Price offer, Order and Order confirmation
“INTELLECTUAL PROPERTY RIGHTS” means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, database rights, know how, trade and business names and any other similar protected rights
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
“CONTRACT” means the (distance) contract for the purchase and sale of the Goods
“PRICE OFFER” means an electronic document issued by the Seller at the Buyer’s request and sent to the Buyer, regarding the Price and the Specifications of the Goods the Seller intends to sell to the Buyer
“ORDER” means an electronic document, through which the Buyer sends to the Seller, in writing, his firm intention to purchase the Goods from the Seller, with respect to the Price offer and in this Conditions
“ORDER CONFIRMATION” means an electronic document through which the Seller confirms the Buyer’s Order and sets out the Specifications of the Goods based on the Buyer’s Order, the final Price, and may estimate the delivery term
“PRICE” means the price as set in the Price offer and accepted by the Buyer through the placement of an Order
“WRITING” means documents arising from the Seller and/or the Buyer, transmitted through e-mail, post office, courier and comparable means of communication
“ELECTRONIC COMMUNICATION” all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written Price offer of the Seller which is accepted by the Buyer through an Order and confirmed through an Order confirmation by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other previous terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and specifications
3.1 By sending an Order to the Seller, the Buyer hereby agrees and consents to this Terms and conditions of sales that, together with the Price offer, Order, Order confirmation and other contractual documents agreed in writing by the Parties form the agreement between the Seller and the Buyer.
3.2 No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorized representative, through an Order confirmation.
3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s Price offer (if accepted by the Buyer), Buyer’s Order (if accepted by the Seller) and Order confirmation of the Seller.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.C. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.7 No Order which has been confirmed by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.8 The Buyer dealing as a consumer acknowledges that it has the right to withdrawal from the contract in the 14 days term provided by the Romanian GEO no. 34/2014, by means of withdrawal declaration, unless the Goods are made to the Buyer’s specifications or when the Goods are only manufactured after the Buyer places an Order. Still, if the Seller agrees to the cancellation of the Contract in such situation, the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller up to the moment of cancellation.
4 Price of the goods
4.1 The price of the Goods shall be the one set out by the Seller in the Price offer. By sending an Order, the Buyer accepts the prices as set in the Price offer. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, or for a different period of time mentioned in the Price offer sent to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of the of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer with an advance payment of half of the price of the Goods upon receiving the Order, thus placing the Order in production. The other part of the Price of the Goods, together with all delivery costs, if applicable, shall be invoiced and paid in full before the dispatch of the Goods. All invoices must be paid within 5 (five) working days from the date of receiving the invoice by the Buyer.
5.2 The Buyer shall pay the Price of the Goods including all delivery costs, without any deduction on or before dispatch of the Goods, and the Seller shall be entitled to recover the Price (together with all delivery costs), notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer statutory interest on overdue amounts thereafter until actual payment, calculated on a day to day basis; such statutory interest to be at the rate defined under the Romanian Order no. 13/2011 regarding the remunerative and penalizing legal interest for money obligations (whether or not at that time the rate stated in the Order would otherwise apply to this Agreement) as may be amended or replaced from time to time.
6 Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller and the Buyer, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods, in the Order confirmation, are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of dispatch,
and Buyer shall be responsible for insurance of the Goods after risk has so passed.
7.2 Notwithstanding the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received the full payment of the Price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all moneys owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of three months from the date of their initial use or three months from dispatch, whichever is the first to expire.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer, all warranties, conditions or other terms implied by statute or law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any significant defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control or due to a Buyer’s fault in performing its obligations arising from the Contract. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
9 Intellectual Property Rights and Confidentiality
9.1 The Seller shall retain the right and title to all Intellectual Property Rights and other rights in any Goods, and to any work or material created by the Seller or its subcontractors in the course of providing the Goods and to any other items supplied pursuant to any order.
9.2 The parties agree not to use nor to disclose to any third party (other than for the purposes of performing the Agreement), any secret or confidential information or method of working revealed by the other.
9.3 The Buyer shall follow all reasonable instructions that the Seller gives from time to time with regard to the use of trade marks, copyright, design rights and other notice of ownership rights of the Seller.
9.4 The Seller warrants that it is the owner of the copyright in the Goods.
9.5 Save as set out in the Contract, the Seller shall have no liability whatsoever to the Buyer in respect of any infringement or alleged infringement of any Intellectual Property Right or other rights and in any event the Seller shall have no liability to the Buyer hereunder for any infringement which is based on the use of any item supplied by the Seller other than in accordance with the terms of this Agreement and any other instructions the Seller may give concerning their use, or in combination with any goods or services not supplied by the Seller.
10 Insolvency of Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been dispatched but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 Export terms
11.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
11.2 Where the Goods are supplied for export from Romania, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port of shipment.
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
11.6 Payment of all amounts due to the Seller shall be made by bank paying instruments or in another form mutually agreed by the Parties. All payments must be made in EUR, unless stated different in the Price offer, Order confirmation and Invoice. Any bank charges must be covered by the Buyer.
12 Personal Data Protection
12.1 The Seller may process personal data of the consumer or representatives of the contractual partner or its employees for the execution of the Contract, being responsible for complying with the applicable legal requirements for lawful processing of personal data in the context of its activities for the purposes of this Contract.
12.2 During the execution of this Contract, the Seller may collect, store and use several personal data categories, including name, surname, telephone number, email address, address, function and signature in connection with representatives, employees of the other Party. These data may be collected from the other Party or directly from the data subject. The processing of personal data of the above-mentioned individuals is necessary to enable the Parties to conclude and execute the Contract.
12.3 It is important that personal data processed by the Seller is accurate and timely. The Buyer shall inform the Seller if there is any change to the personal data processed as described above insofar as the information is relevant to the performance of the Contract.
13 General
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
13.4 A person who is not a party to this Agreement has no right to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13.5 Any dispute arising under or in connection with these Conditions the parties may seek to resolve disputes between them by amicable means.
13.6 The Contract shall be governed by the laws of Romania, and the Buyer agrees to submit to the exclusive jurisdiction of the Romanian courts.
13.7 The Terms and conditions can be reviewed by the Buyer anytime, on the Seller’s abovementioned website. The Seller reserves the right, at its sole discretion, to update, change or replace any part of these Terms and conditions by posting updates and changes on the website. The Terms and conditions in force at the time the Price offer is sent to the Buyer will be the ones applicable to the sale.
