1. SCOPE AND BINDING NATURE

1.1. These General Terms and Conditions (“Terms”) apply to all commercial offers, quotations, sales, deliveries of goods (including racking, shelving, conveyors, wrapping systems, and plastic bins manufactured in the EU), and engineering/system integration services provided by Soeters Martinus Engineering Solutions SRL (brand name: SME Solutions), a company registered under Romanian law with its headquarters in Brașov (“Supplier”).

1.2. Deviations from these Terms are only valid if explicitly agreed upon in writing and signed by an authorized representative of the Supplier. The application of any general purchasing conditions of the Buyer is hereby explicitly excluded.

1.3. Information, drawings, images, and technical metrics displayed on the Supplier’s website or general catalogues are approximate indications and do not constitute a legally binding commercial offer under Art. 1188 of the Romanian Civil Code.

2. QUOTATIONS, ORDERS, AND CONTRACT FORMATION

2.1. All written quotations issued by the Supplier are valid for a period of 30 calendar days from the date of issuance, unless specified otherwise in writing.

2.2. A contract is legally concluded only when the Supplier issues a formal, written Order Confirmation (Confirmare de Comandă) or when both parties sign a specific commercial agreement offline.

2.3. Project modifications or scope changes requested by the Buyer after order confirmation may result in adjusted delivery timelines, re-engineering fees, and additional charges calculated at the Supplier’s current technical rates.

3. PRICES, INVOICING, AND TERMS OF PAYMENT

3.1. All prices are quoted in Euros (EUR) or Romanian Lei (RON), exclusive of VAT, customs duties, transport, packaging, and insurance, unless explicitly stated otherwise in writing.

3.2. Payment terms are strictly as stated in the Order Confirmation. Unless agreed otherwise, invoices shall be paid within 14 calendar days from the invoice date without any deductions, set-offs, or withholdings.

3.3. In the event of late payment, the Buyer shall automatically be in default without prior notice. The Supplier reserves the right to charge statutory commercial late-payment interest under Romanian law, alongside any administrative and legal collection costs incurred.

3.4. For custom engineering or equipment integration projects, payments are structured in progress milestones (e.g., advance payment upon order, payment prior to factory dispatch, balance upon delivery). The Supplier reserves the right to suspend execution or delivery if any milestone payment is overdue.

4. DELIVERY, TRANSPORT, AND TRANSFER OF RISK

4.1. Stated delivery lead times are estimated in good faith based on OEM commitments and supply chain availability. Timelines do not constitute strict legal deadlines (termen esențial) unless explicitly agreed in writing with liquidating damages.

4.2. Delivery terms are governed by Incoterms (defaulting to EXW – Ex Works or DAP – Delivered at Place, as specified in the Order Confirmation).

4.3. Transfer of Risk: Risk of loss, damage, or destruction of goods passes to the Buyer upon physical delivery at the agreed location (for DAP) or upon handover to the initial carrier at the factory gate (for EXW).

5. RETENTION OF TITLE

5.1. All delivered goods, machinery, racking systems, and integrated components remain the sole legal property of Soeters Martinus Engineering Solutions SRL until the Buyer has fully satisfied all payment obligations under the corresponding contract and invoice(s).

5.2. Until full ownership passes, the Buyer must store the delivered goods safely, keep them clearly identifiable as the property of the Supplier, and maintain adequate insurance against loss, damage, or fire.

5.3. The Buyer shall not sell, pledge, encumber, or transfer title of unpaid goods to third parties.

6. INSPECTION, CLAIMS, AND DEFECT NOTIFICATION

6.1. The Buyer is obliged to inspect all delivered goods immediately upon arrival for visible damage, missing items, or transit discrepancies.

6.2. Visible defects or transport damage must be noted directly on the consignment note/CMR bill of lading and reported to the Supplier in writing within 3 business days of delivery.

6.3. Latent (hidden) defects must be reported in writing immediately upon discovery, but no later than 10 business days after discovery. Failure to notify within these limits constitutes full acceptance of the delivered goods.

7. INTELLECTUAL PROPERTY & ENGINEERING DESIGNS

7.1. All technical documentation, 2D/3D CAD layouts, system designs, workflow concepts, and commercial proposals prepared by the Supplier remain the exclusive Intellectual Property of Soeters Martinus Engineering Solutions SRL.

7.2. The Buyer is granted a non-exclusive, non-transferable right to use these documents solely for the operation and maintenance of the specific installed project. Documents may not be shared, reproduced, or disclosed to competing integrators or third parties without prior written consent.

8. WARRANTY AND SERVICE DISCLAIMERS

8.1. Back-to-Back Hardware Warranty: Warranties for physical machinery, wrapping equipment, conveyors, and racking materials are strictly limited to the original warranty terms provided by the respective European Original Equipment Manufacturers (OEMs).

8.2. The Supplier warrants that custom engineering, layout design, and technical integration services shall be conducted with professional care and in accordance with accepted industrial standards.

8.3. Warranties are void if defects result from improper handling, unauthorized technical modifications, lack of routine maintenance, overloading beyond specified weight capacities, or operating outside technical specifications.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

9.1. To the maximum extent permitted by applicable Romanian law, the total cumulative financial liability of the Supplier for any claims arising out of or related to the contract shall be strictly capped at the total net amount invoiced and received for the specific order.

9.2. The Supplier shall under no circumstances be liable for any indirect, incidental, special, or consequential damages, including operational downtime, loss of production, loss of revenue, or business interruption.

10. SUSPENSION AND TERMINATION

10.1. Orders confirmed by the Buyer cannot be canceled unilaterally without written consent from the Supplier. Upon approved cancellation, the Buyer shall reimburse all costs incurred to date, including technical engineering hours and non-refundable OEM production fees, plus a reasonable administrative fee.

10.2. The Supplier may terminate or suspend performance with immediate effect if the Buyer defaults on payment obligations or enters into formal insolvency, restructuring, or bankruptcy proceedings.

11. CONFIDENTIALITY

11.1. Both parties agree to treat all commercial, financial, and technical information exchanged during the quotation and project execution phases as strictly confidential.

12. COMPLIANCE, SAFETY STANDARDS & EN 15635

12.1. Delivered equipment complies with European CE mark requirements and technical standards effective at the time of manufacture.

12.2. Following handover, the Buyer assumes sole operational responsibility for maintaining workplace safety, training operators, adhering to maximum load limits, and scheduling annual compliance inspections (such as EN 15635 for racking systems).

13. FORCE MAJEURE

13.1. Neither party shall be held liable for delays or non-performance caused by events beyond reasonable control, including severe supply chain disruptions, OEM manufacturing halts, trade embargoes, acts of state, industrial strikes, or natural disasters. Deadlines shall be extended for the duration of such events.

14. GENERAL PROVISIONS

14.1. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.2. Language: These Terms are drawn up in English. In the event of translations or discrepancies with local statutory documentation, the English version shall serve as the primary legal reference for commercial interpretation.

15. GOVERNING LAW AND JURISDICTION

15.1. These Terms and all related contracts shall be governed by and construed in accordance with the substantive laws of Romania. The UN Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

15.2. Any dispute arising out of or in connection with these Terms that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the competent courts in Brașov, Romania.