General Contract Terms and Conditions for Supply of Products and Services
by Siemens SRL in Romania
Dated: 2008, June 15
1.1 The hereby General Conditions shall apply for all commercial contracts for the 7 Insurance and place of delivery
supply of products and services between Siemens SRL (as Supplier), herein called 7.1 The right use and the risks shall be transmitted to the Partner ex warehouse to
Siemens, and its business partners, herein called Partner, and have the purpose of Siemens Warehouse in Bucharest. This also applies when the delivery takes place
clarifying and implementing the specific Contract conditions. within an installation project or if the delivery is performed or organized and managed
1.2 The Contract is represented by the Order (Confirmation of order, etc) or the by Siemens. If the Partner intends to sell the products purchased from Siemens in
Contract signed between the parties, these General Terms and Conditions and any regions under embargo, this shall require the written consent of Siemens.
other document specified by the parties in the Contract. These General Terms and 7.2 The fulfillment of the agreement on Siemens’s part is subject to the provision that
Conditions form integral part of the Contract. this shall not be prevented by impediments on the grounds of national and/or
international legal requirements, in particular export control provisions.
2 Software: license, right of use 7.3 For services, the place of delivery shall the place where the respective service
2.1 If the products/services accepted include supply of software, this shall be supplied is supplied. The risk for a service or for a partially agreed service shall be transferred
in an electronic format which can be read by electronic means. Any claim for supply of to the Partner at the same time with the delivery.
the source code shall be excluded. 7.4 Siemens shall remain the owner of the products/services until full payment of
2.2 The right shall be used exclusively by the Partner and can not be assigned. If the the price.
software is installed in a network, one license shall be obtained for each user.
2.3 The Partner shall make sure and warrants, without time limit, the fact that this 8 Payment
software, including the related copies and documentation, shall not be disclosed to 8.1 If no payment conditions have been established in the offer and respectively in the
third parties, nor edited and modified, without the written consent of Siemens. If Contract, a third of the contract price shall become due on receive of the order
Siemens rejects in writing the transfer to third parties, the Partner undertakes the confirmation/contract execution, a third on the delivery midterm, and the rest on
obligation to enforce the application of this clause to third parties. It is strictly delivery.
forbidden to copy software products by the Partner. The Partner shall not have the 8.2 For provisional invoices, the corresponding provisional payments shall become
right to replace, delete or alter the software or parts of it. The Partner shall not have due unless otherwise agreed. This shall be valid also for the amounts resulted for
the right to delete the alphanumeric code, the mark, the notes referring to the future deliveries or for other agreements referring to the final original amount,
protection of intellectual property rights. irrespective of the payment terms established for the main delivery.
2.4 The software is protected by the intellectual property rights and the copyright. 8.3 The invoicing of the products/services by Siemens shall be made for their value
2.5 Failure to observe the hereby contract terms and conditions shall result in the in EURO, and their equivalent in RON, at the exchange rate EUR/RON established
Partner’s responsibility to pay all related damages, costs, etc., without any limitation. by the National Bank of Romania on the date of issue of the invoice. The payment
shall be made integrally by the Partner, according to the details included in the offer
3 Offer and in the contract.
3.1 Siemens’s offer shall only be valid during the time period mentioned in the offer. 8.4 The Partner shall not have the right to calculate and retain payments for
3.2 None of the documents included in the offers and the related projects can be guarantee claims or for any other reason.
transferred or Copied without the written consent of Siemens and may not be 8.5 The payment shall be considered made on the day in which Siemens has
disclosed to third parties. They shall be given back at any time and issued to Siemens access to the respective amounts.
without delay; if the order is not completed. The Partner undertakes to keep the 8.6 If on the date any payment is received the variation of the Exchange Rate
confidentiality of this offer and of the related documents. exceeds 2% between the date of invoice and the date it was received by Siemens so
as to leave Siemens with any shortfall of the sum payable then such shortfall shall be
4. Contract execution invoiced by Siemens and respectively paid by the Partner in 5 days since receipt of
4.1 The Contract shall be considered executed if Siemens, following the offer sent such invoice.
and / or the order received, either has sent a written order confirmation (considered 8.7. If the Partner delays any agreed payment for more than 5 days (including the
as Contract), or has executed a written Contract with the Partner for the supply of exchange rate difference), Siemens, without his right being affected in any way, shall
products / services. In both cases the Order or the Contract and the hereby General have the right to:
Terms and Conditions shall represent Contract documents. a) Postpone the performance of its own obligations until performance of the
4.2 The data included in the catalogues, data sheets etc. as well as other written or respective payment and to ask for an extension of the delivery term;
verbal information shall be decisive only if they are expressly referred to in the order b) Declare as due all the unpaid receivables resulted from this or from any other
confirmation. transaction and to receive for these amounts, starting from the respective due date,
penalties of 0.06 % per each day of delay, to the extent in which Siemens is able to
5 Prices prove that no other costs were incurred. Siemens shall issue an invoice for penalties,
5.1 There shall be valid the ex warehouse prices on Siemens Warehouse in which shall be paid by the Partner by payment order within no more than 5 (five) days
Bucharest, VAT free. If any charges, taxes or other expenses for deliveries are from receive date.
incurred, they shall be paid by the Partner. If for unpredicted reasons on the order c) Invoice costs which are prior to the procedure, especially warning, reconciliation
confirmation date, the purchase prices of Siemens shall be increased prior to delivery, and any other attorney fees.
Siemens shall have the obligation to adjust them accordingly. 8.8 Siemens reserves to itself the right of property for all the products/services
5.2. In case of any order differing from the total offer, Siemens shall reserve to itself delivered by it until full payment of the invoiced amounts, representing the sale price
the right to change the price accordingly. of the delivered products and services, and also interest and other costs, if necessary.
8.9 If the Partner makes the payments on the due date, the Partner shall assign to
6 Delivery, reservation clause Siemens and the latter shall have the right to claim from the Partner all the rights of
6.1 The term of delivery shall start in one of the following cases: the former resulted from the transfer to third parties of the products received from
a. The order confirmation date; Siemens, even if they have been processed, transformed or mixed.
b. The date of performing by the Partner of all the technical, commercial specifications 8.10. Besides the above penalties, Siemens shall be entitled to invoice the legal
and of other compulsory conditions; interest for late payment, established at the level of the reference interest of BNR and
c. The date when Siemens receives the advance payment. also damages (under the provisions of Art. 4.2 of Law 469/2002), until such time the
6.2 Confirmation of authorities and any other authorizations necessary for the payment has been effected.
execution of the documents shall be obtained by the Partner. If such authorizations
are not obtained in time both by Partner and by Siemens, the delivery term shall be 9 Guarantees and warranty for defects
extended accordingly, without the obligation of Siemens to pay any penalties. 9.1 Siemens undertakes, in the case in which the Partner has observed the agreed
6.3 Siemens shall have the right to perform and to issue invoice for provisional or total payment conditions, to repair according to the following provisions, any defect which
deliveries. reduces the operation capacity, existing at the moment of handover, represented by a
6.4 Should any unpredictable circumstances or situations which are beyond the will of design, material or execution error. The warranty does not cover the technical
the parties occur, such as all force majeure situations, preventing the parties to specifications mentioned in catalogues, data sheets or advertising documents which
observe the agreed term of delivery, it shall be extended each time for the duration of were not included in the contract.
the respective even; such events include investments and interdictions of the 9.2 The warranty term is 6 months in case no warranty terms are agreed with the
authorities, transport and customs delays, power failure or raw materials shortage, Partner, except for the situations in which the products/services supplied to the
work conflicts and any under unpredictable circumstances. The above mentioned Partner are not subject to the obligation of providing any warranty. This is inevitable
events shall give the right to extend the term of delivery, whenever they are incurred also for the delivery of products or services which are firmly related to a building or
by Siemens. land. The start of the warranty period begins from the moment of undertaking the risks
6.5. On Siemens part obligation to fulfill this agreement is subject to the proviso that according to Art.7.
the fulfillment is not prevented by any impediments arising out of national and 9.3 The warranty condition stipulates that the Partner has notified Siemens in writing
international foreign trade and customs requirements or any embargos [or other of the defects produced within 5 days since occurrence. The Partner shall have the
sanctions]. obligation to prove to Siemens the defects appeared; especially it shall have to
6.6. If the contracting parties have established penalties for delays, they shall be paid provide Siemens the documents, respectively the information available to it. Upon
according to the following rule: any delay in the performance of the obligations for the presenting a defect involving a compulsory guarantee according to par. 9.1., Siemens
fault of Siemens shall give the Partner the right to claim for each day of delay shall have to repair or to have repaired or to perform a corresponding price discount,
penalties of maximum value of 0,06%, but of maximum 5% of the value of the on condition that the defects are not due on the Partner.
respective delayed delivery. Any other damages for delays by the Partner shall be 9.4 The expenses related to the removal of the defects appeared during the warranty
excluded. period shall be incumbent on Siemens, less those related to transport (for ex. for
SIEMENS SRL Romania 1
installation and un-installation, transportation, waste removal, transport duration), 13.2 If the Partner fails to answer to these changes within 7 days from receive of the
which shall be incumbent on the Partner. notification of the modifications, they shall be considered accepted.
9.5 If the products are manufactured by Siemens based on construction data, 13.3 If the modifications and completing proposed by Siemens are according to the
drawings or other specifications of the Partner, then the responsibility of Siemens law, the right of the Partner to oppose such modifications shall not apply.
covers only the execution according to the specifications. 13.4 Such modifications and completing resulted from modifications required by the
9.6. The warranty does not cover the defects which are not due to the fault of law may generate additional works and as a consequence additional costs for
Siemens, related to the location and installation, of insufficient works, of failure to Siemens and delays in the delivery of the products/services. Siemens may not be
observe the requirements referring to installation and operation conditions, of held responsible for these delays. All the additional expenses shall be incumbent on
exaggerated claims on the parts of services indicated by Siemens, carelessness or the Partner and may include but not be limited to the suspension of the
incompliant treatment and use of incompliant execution materials; the same is valid works/deliveries, maintenance, personnel related costs, etc.
for defects appeared due to the material provided by the Partner. Siemens shall not
be responsible also for damages resulted from acts of third parties, lightning, over 14 Intellectual property rights
tension and chemical reactions. The warranty does not cover the replacement of parts 14.1 Siemens shall deliver the products/services without breach of the intellectual
subject to an increased rate of wear. Furthermore, any liability for defect(s) does not property rights of third parties.
cover natural wear and tear, nor damage arising after transfer of risk owing to faulty or 14.2 The Partner guarantees the protection of the intellectual and industrial property
negligent handling, excessive strain, unsuitable material for operation, improper rights of Siemens (including, without limitation, the copyright for patents, drawings and
storage, deficient structural work and such influences as were not assumed to exist industrial models, job specific secrets, etc.). The Partner shall have the obligation to
under the purchase agreement. Also, this warranty is only valid where the Products protect and indemnify Siemens against any breach of the intellectual and industrial
have been properly handled and used, operated and maintained in accordance with property law by paying damages, costs, compensations, etc.
instructions issued by Siemens.
9.7. The warranty shall be invalidated if the Partner in person or a third party which 15 Settlement of disputes
does not have the express authorization of Siemens performs any modifications or 15.1 In case of disputes between the parties, due to or in connection to the hereby
commissioning of delivered products without the written consent of Siemens. Contract, they shall be settled in an amiable way.
15.2 In case failure to settle them in an amiable way, all the disputes related to or in
10 Termination of contract connection with the hereby contract shall be settled by the International Chamber of
10.1. In case of delays in the delivery of products/services due to the fault of Arbitration of the Chamber of Commerce and Industry of Romania, by three (3)
Siemens, as well as to the failure to observe the delivery term agreed, but not less arbiters.
then 2 months, the Partner shall have the right to terminate the contract by sending a 15.3 Either party shall appoint an arbiter for confirmation of the authority according to
registered mail letter with confirmation. the applicable regulation. The two arbiters shall appoint a third one within 30 days.
10. 2. Irrespective of its other rights, Siemens shall have the right to terminate the 15.4 The place of arbitration shall be Bucharest.
contract if the delivery of the products/services is delayed for reasons incumbent on 15.5 The language of the arbitration hearings shall be Romanian.
the Partner, even if a subsequent delivery term has been agreed.
10.3. Siemens shall also have the right to terminate the contract under the following 16 Applicable law
circumstances: 16.1 The applicable law of the Contract is the Romanian Law in force on the
a) In case of doubt with respect to the payment capacity of the Partner and if the execution date.
latter fails to pay an advance amount or to provide sufficient guarantees on the 16.2 The hereby General Contract Conditions shall be mandatory for both parties.
request of Siemens, or Should there be any contradictions between the clauses of the General Contract
b) If due to the circumstances specified under par. 6.4, the extension of the delivery Conditions; the terms of the Contract shall prevail.
term represents more than half of the delivery term agreed at the beginning, for at
least 6 months. 17 Validity of Contract
10.4. In the case in which a bankruptcy procedure is open on the patrimony of either 17.1 In the case in which individual provisions of the Contract become inapplicable
of the contracting parties, the other contracting party shall have the right to terminate or unusable for legal reasons, they shall not affect the validity of the contract. In this
the contract. situation the parties shall decide by Addendum the replacement of such clause with a
10.5. Irrespective of the claims for damages from Siemens, including the processing valid equivalent.
costs, in case of termination of the contract the services or the provisional services
supplied shall be reimbursed and paid according to the contract. This shall be valid 18 Effective date
even if the delivery or service has not been taken over yet by the Partner, and for 18.1 The contract shall become effective on the date of meeting the conditions
preparatory activities performed by Siemens. Instead, Siemens shall have the right to provided in the Contract (advance payment, delivery terms, letters of credit, etc.)
ask the restitution of the already supplied objects.
19 Force Majeure
11 Liability 19.1 Any situation beyond the control of the parties, occurred after the execution date
11.1. Siemens shall be responsible for material or moral defects/ damages produced of the hereby Contract, preventing its performance, shall be considered force majeure
by its employees, in the case in which severe premeditated or acts of negligence are event and shall exonerate of responsibility the party claiming it..
proven, resulting in failure to perform essential obligations undertaken by the 19.2 The following are considered force majeure situations, in the sense of the
contracting parties exclusively based on the contract provisions, within the limits hereby clause: war, revolution, earthquakes, floods, embargo, military clashes,
established under Art. 11.3. unfavourable weather conditions, etc.
11.2. In case of the Partner’s failure to observe the conditions referring to installation, 19.3 The party claiming the force majeure situation shall notify the other party within 5
commissioning and use (for ex. those enclosed in the user manuals) or the payment (five) days from the occurrence of the force majeure situation and also at the end.
conditions, any claim for the payment of damages shall be excluded. 19.4 Failure to notify according to the terms provided above of the start and end of the
11.3. In any case, the total value of the damages claimed by the Partner from force majeure situation shall result in payment by the party claiming it of all the other
Siemens as damages, penalties, prejudices etc. can not exceed 5% of the Contract damages incurred by the other party.
price. 19.5 In the case in which circumstances requiring the suspension of the performance
11.4 Siemens shall not be liable for any special, indirect, accidental, consequential, or of the hereby contract extend for more than 6 (six) months, each party may ask the
punitive damages (including, without limitation, any damages caused by business termination of the Contract.
termination, profit or income losses, capital costs or loss of usage rights over
properties or capital, data loss, profit or interest loss, etc), notwithstanding the fact 20 Environment protection and Health and Safety
that Siemens has been warned in any way of the possible occurrence of such 20.1 The Parties are obliged to comply with the legal requirements for the prevention
damages and/claims. of the environment pollution as stated in OUG 195/2005 as amended by Law
12 Confidentiality The resulted wastage (including the dangerous ones) shall be evacuated/ eliminated
12.1 Siemens and the Partner shall keep as confidential with respect to third parties in accordance with the legal procedures in full compliance with HG 856/2002.
all the information, transactions and any type of document, known to them by and in 20.2 The Parties employees shall perform their activities in full compliance of the
connection with the Contract. Such obligation shall survive for a period of 3 years health and safety conditions, in accordance with the provisions of Law no 319/2006 in
from the contract termination. Both parties undertake to limit the access to this order to prevent any professional accident or disease.
information of its employees or agents who are granted the right of access to them The Parties agree that in order to comply with the Health and Safety regulations, and
and also undertake to train their employee or agents with right of access on the in order to eliminate any fire risks to establish specific requirements in an Annex to
confidentiality obligation. the Contract.
12.2 Any models, profiles, drawings, forms, tools, materials, etc as well as any other
type of documents known by the Partner shall neither be disclosed to third parties nor 21. Electric and Electronic Equipment Waste Management
used for any other purposes than those agreed by the Contract. Such materials are According to HG 448/2005 regarding the Electric and Electronic Equipment Waste, all
protected against unauthorized access. If the Partner fails to observe this obligation it users must collect separately this waste. For this purpose and in order to achieve the
shall accept and undertakes to pay damages to Siemens. targets mentioned in the Government Decision, Siemens collects the EEEW at the
12.3 In the situation in which personal identification data are known or processed, delivery of new equipments. The details related to the taking over and transport will
both parties undertake to take all technical and organizational measures in order to be mentioned in the contract agreed between the parties.
protect such data. This obligation shall survive for a period of 3 years after the
Contract termination. 22 Business Conduct Guidelines
The Partner hereby agrees to comply with the provisions of the Romanian legislation.
13 Modifications of General Contract Conditions This applies but it is not limited to the anticorruption legislation and political aspects.
13.1 Siemens shall have the right to modify these terms and conditions at any In addition to the above, the Partner hereby obliges to comply with the
moment and to notify of this the Partner. The changes and completions shall be recommendations and all the internal regulations of Siemens for the Business
communicated to the Partner in written form, by electronic mail, fax or in any other Conduct Guidelines.
SIEMENS SRL Romania 2