General Terms and Conditions
SOETERS MARTINUS ENGINEERING SOLUTIONS S.R.L.
Brand Name: SME Solutions
Headquarters: Brașov, Romania
Last Updated: October 2026
1. SCOPE AND BINDING NATURE
1.1. These General Terms and Conditions (“Terms”) apply exclusively to Business-to-Business (B2B) commercial offers, quotations, sales, deliveries of goods (including racking, shelving, conveyors, wrapping systems, automated shuttles, and plastic containers), engineering/system integration services, as well as technical advisory, warehouse management system (WMS) scoping, requirements analysis, and logistics consulting services provided by SOETERS MARTINUS ENGINEERING SOLUTIONS S.R.L. (brand name: SME Solutions), a company registered under Romanian law with its headquarters in Brașov (“Supplier”). Deliveries and services are intended solely for professional and commercial use, and statutory consumer protection regulations (including ANPC framework) are explicitly non-applicable.
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 (smesolutions.ro) 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 and project proposals 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 when the Supplier issues a formal, written Order Confirmation (Confirmare de Comandă), or when both parties execute/countersign a specific commercial agreement or project proposal 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 consultancy or technical charges calculated at the Supplier’s current professional 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 travel expenses, unless explicitly stated otherwise in writing. For transactions between Romanian legal entities, prices quoted in EUR shall be invoiced and settled in RON calculated at the official National Bank of Romania (BNR) exchange rate published on the date of invoice issuance.
3.2. Payment terms are strictly as stated in the Order Confirmation or signed proposal. Unless agreed otherwise in writing, 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, system integration, or multi-phase advisory projects, payments are structured in progress milestones (e.g., advance payment upon order kickoff, progress payments upon deliverable submission, balance upon final acceptance). The Supplier reserves the right to suspend execution, delivery, or advisory performance if any milestone payment is overdue.
4. DELIVERY, TRANSPORT, AND TRANSFER OF RISK
4.1. Stated delivery lead times or project schedules are estimated in good faith based on OEM commitments, operational availability, and project scope. Timelines do not constitute strict legal deadlines (termen esențial) unless explicitly agreed in writing with liquidated damages.
4.2. Physical 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 physical 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 & DELIVERABLES USAGE RIGHTS
5.1. All delivered physical goods, machinery, racking systems, and integrated components remain the sole legal property of SOETERS MARTINUS ENGINEERING SOLUTIONS S.R.L. 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 delivered physical goods safely, keep them clearly identifiable as the property of the Supplier, and maintain adequate insurance against loss, damage, or fire. The Buyer shall not sell, pledge, encumber, or transfer title of unpaid goods to third parties.
5.3. Consulting & Digital Deliverables: For advisory assignments, technical reports, Functional Requirements Specifications (FRS), and Total Cost of Ownership (TCO) models, a non-exclusive right to use the final customized project documents passes to the Buyer upon full settlement of the agreed advisory fees.
6. INSPECTION, CLAIMS, AND DEFECT NOTIFICATION
6.1. For physical equipment, 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 in physical goods 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.
6.4. For advisory and consulting deliverables (such as diagnostic reports or FRS blueprints), the Buyer shall review and submit written feedback or defect claims within 10 business days of document delivery. In the absence of written objections within this timeframe, the deliverable shall be deemed accepted.
7. INTELLECTUAL PROPERTY & DESIGN PROTECTION
7.1. All technical documentation, 2D/3D CAD layouts, system designs, workflow concepts, diagnostic frameworks, FRS blueprints, and commercial proposals prepared by the Supplier remain the exclusive Intellectual Property of SOETERS MARTINUS ENGINEERING SOLUTIONS S.R.L.
7.2. Upon full payment of the applicable fees, the Buyer is granted a non-exclusive, non-transferable, perpetual right to use these documents solely for its internal business operations and project execution.
7.3. Deliverables, scoping blueprints, and technical specifications prepared by the Supplier may not be shared, reproduced, resold, or disclosed to competing system integrators, software vendors, or unauthorized third parties without prior written consent from the Supplier.
8. WARRANTY, SERVICE & ADVISORY DISCLAIMERS
8.1. Back-to-Back Hardware Warranty: Warranties for physical machinery, wrapping equipment, conveyors, shuttles, and racking materials are strictly limited to the original warranty terms provided by the respective European Original Equipment Manufacturers (OEMs).
8.2. Engineering & Integration Services: 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. Independent Advisory Disclaimer: When providing scoping, diagnostic, software selection, or logistics advisory services:
- Recommendations are made independently based on operational data, transaction volumes, and requirements supplied by the Buyer.
- The Supplier’s advisory findings, FRS specifications, and TCO calculations rely entirely on the accuracy, completeness, and timeliness of operational data provided by the Buyer. The Supplier assumes no liability for errors or operational mismatches resulting from inaccurate, incomplete, or misleading client input data.
- The Supplier does not guarantee third-party software performance, bug-free software deployment, vendor delivery schedules, or future price fluctuations of third-party software providers (e.g., WMS or ERP vendors). 8.4. Warranties are void if physical equipment 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, and except in cases of proven intent or gross negligence (intenție sau culpă gravă) pursuant to Art. 1355 of the Romanian Civil Code, the total cumulative financial liability of the Supplier for any claims arising out of or related to the contract (whether in contract, tort, or advisory breach) shall be strictly capped at the total net amount invoiced and received by the Supplier for that specific order or project phase.
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, lost savings, or business interruption.
10. SUSPENSION AND TERMINATION
10.1. Orders or advisory engagements confirmed by the Buyer cannot be canceled unilaterally without written consent from the Supplier.
10.2. Upon approved cancellation, the Buyer shall reimburse the Supplier for all incurred costs and delivered work, including accrued consulting hours, technical engineering fees, and non-refundable OEM production commitments, plus a reasonable administrative fee.
10.3. Pactum Commissorium (Pact Comisoriu): Pursuant to Art. 1553 of the Romanian Civil Code, the Supplier may terminate the contract with immediate effect, without court intervention (fără intervenția instanței) and without prior formal notice (fără punere în întârziere), if the Buyer defaults on payment obligations for more than 14 calendar days or enters into formal insolvency, restructuring, or bankruptcy proceedings.
11. CONFIDENTIALITY AND DATA PROTECTION
11.1. Both parties agree to treat all commercial, financial, operational, and technical information exchanged during quotation, scoping, and project execution phases as strictly confidential.
11.2. Confidential information shall not be disclosed to third parties without prior written consent, except as required for project fulfillment or by applicable statutory law.
11.3. GDPR Compliance: Both parties shall process professional contact data (names, business emails, phone numbers) exchanged during project execution in full compliance with EU Regulation 2016/679 (GDPR) solely for contract performance, invoicing, and project management purposes.
12. COMPLIANCE, SAFETY STANDARDS & EN 15635
12.1. Delivered physical 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. Performance 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.