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Through the document below, the contracting parties, S.C. ______ S.R.L. as the Beneficiary and
S.C. ______ S.R.L. as the Supplier, will express their consent to conclude the contract regarding
the acquisition of products and services. This Contract establishes the general and specific
conditions under which the contractual relationship between the two entities will take place.
Contract Purpose
The purpose of this Contract is to regulate the relations between the two companies regarding the
acquisition of products and services. The document serves as the legal foundation for the
collaboration between the two parties, defining their respective rights and obligations, as well as
the manner in which commercial transactions will be conducted.
Overview of the Involved Parties
By signing the contract, the contracting parties confirm their understanding and acceptance of the
provisions stated in the document, committing to strictly adhere to all agreed clauses and
conditions. Through the collaboration between S.C. X S.R.L. and S.C. Y S.R.L., the contracting
parties bring a substantial wealth of knowledge and experience to their relationship, ensuring a
solid framework for the efficient implementation of activities outlined in this contract.
Object of the Contract - Supply of Products/Services
The Supplier undertakes to provide the Beneficiary with a specified range of products/services,
according to the technical specifications and quantities agreed upon by the parties. The Supplier
commits to delivering services according to the requirements and specifications detailed in
Annex 1 of the contract. The deadlines, methods of execution, and criteria for evaluating the
quality of services are clearly specified in the contract.
Orders will be transmitted by the Beneficiary to the Supplier in writing, through communication
means agreed upon by the parties. The Supplier is obligated to confirm the receipt of orders and
provide an estimate of delivery times. The Beneficiary has the right to cancel or modify an order
before the start of the production or delivery process, provided a written notification is sent to the
Supplier. After the commencement of the production or delivery process, any changes or
cancellations will require the written agreement of both parties and may involve additional costs,
depending on the stage of work.
The contract establishes the terms and conditions for the supply of products and/or services by
the Supplier to the Beneficiary, based on orders issued by the latter. The procurement process is
carried out through orders that include details such as type, quantity, quality, price, delivery date,
and location. The Supplier accepts or refuses the order within two business days. Orders can be
canceled by the Beneficiary under certain conditions.
The contract has a specified duration, and provisions regarding confidentiality, warranty,
liability, and indemnities remain in effect even after its termination. Prices are fixed and can be
mutually agreed upon during the contract period. The Supplier is responsible for paying
applicable taxes. Payment is made within 60 days of receiving the invoice.
The packaging, shipping, and delivery of products are regulated, including sanctions for delays.
The Supplier provides guarantees for products and services and grants the Beneficiary the right
to return non-compliant products. The contract also covers the post-warranty period, as well as
methods for repairing or replacing products.
The parties are responsible for environmental protection, and the Supplier commits not to violate
applicable laws or regulations regarding the supplied products. The contract includes clauses
related to confidentiality, copyright, and force majeure.
There are also provisions regarding contract termination, the relationship between parties, the
protection of the Supplier's personnel, and the latter is responsible for the safety of its own staff.
S.C. ______ S.R.L. with headquarters in Bucharest, Str. ______, registered in the Bucharest
Trade Register under no. ______, Tax registration code RO ______, shared capital of 800.000
RON, bank account with IBAN RO______opened at bank ______, phone number: ______,E-
mail: ______, legally represented by Mr. X – Administrator, as a beneficiary ( called in the
following "beneficiary")
and
(ii) S.C. ______ S.R.L.
S.C. ______S.R.L. with headquarters in Bucharest, Str______, Registered in the Bucharest
Trade Register under Fiscal Registration Code No. ______ , capital social 80.000 Euro, bank
account with IBAN EU______ opened at________, phone number______________,
fax____________Email_____________, legally represented as a SUPPLIER ( named in the
following “ SUPPLIER”) on the other hand.
2.2. Orders
2.2.1. The purchase of products/services will be made through a purchase order ("Order"). Each
Order will be subject to the terms and conditions of this Agreement.
2.2.2. The order represents the firm intention to purchase the products/services and which will
stipulate the type, quantity, quality, price, date and place of delivery, as well as any other
important information for the beneficiary in achieving the object of the contract.
2.2.3. The acceptance of the order represents the supplier's explicit confirmation of the order
placed by the beneficiary.
2.2.4. The Supplier will be able to send the Beneficiary a notification in regarding the acceptance
or refusal of the Order within two (2) working days from the date of transmission of the Order. If
the Supplier does not send such a notification, the order is considered accepted after the two (2)
working day deadline, mentioned above.
2.2.5. Any change in the scope of the Order must be agreed upon in writing by both contracting
parties.
2.2.6. The beneficiary has no obligation regarding the products/services delivered without an
Order.
2.2.7. An Order can be cancelled, totally or partially, by the Beneficiary as follows:
- at any time prior to its acceptance by the Supplier;
- if a case of Major Force lasts for more than fifteen (15) consecutive days;
- if the Supplier fails or only partially succeeds (i) in complying with the terms and conditions of
this Contract, or (ii) comply with the specific instructions in an Order accepted by the Supplier
(including, but not limited to, non-compliance with a scheduled delivery of the Products
regardless of whether the non-compliance has already occurred or was only announced by the
Supplier).
2.3. Priority order
2.3.1. In case of conflict or incompatibility between any Order and Contract, the Order will
prevail.
CAP.4. PRICE/TAXES
4.1. Prices
4.1.1. The Beneficiary will pay the Supplier the applicable prices stipulated in Annex 1 and the
Order.
4.1.2. The prices will be firm throughout the duration of this Contract.
4.1.3. If the prices for the requested products/services are not found in the annex, they will be
established in writing, by common agreement between the contracting parties.
4.2. Taxes
4.2.1. The Supplier will pay all applicable taxes (profit/income tax/social insurance contributions
and other similar taxes) in connection with the Contract.
4.2.2. The prices in this Contract will represent the total and final payment owed by the
Beneficiary to the Supplier.
4.5. Compensation
4.5.1. The Beneficiary Company can compensate any amount owed by the Beneficiary company
to the Supplier by any amount owed by the Supplier to the Beneficiary company.
4.6. Discounts
4.6.1. If applicable, any discount for advance payment can be mutually agreed upon in the Order.
4.7. Penalties
4.7.1. Each day of delay in payment by the Beneficiary, beyond the term established by the
Contract, is sanctioned with penalties of 0.05% per day of delay, applied to the amount of the
unpaid invoice issued by the Supplier.0
6.1. Warranties
6.1.1. The Supplier grants a warranty to the Beneficiary company and their clients as follows:
- ____ years for Products;
- ____ years for the provided Services.
6.1.2. If the Supplier is not the manufacturer of the Products covered by the contract, they will
provide the Beneficiary company with a warranty that cannot be less than the warranty provided
by the manufacturer.
6.1.3. For hidden or apparent defects, the Supplier will provide the warranty required by law and
by the manufacturer for each delivered product that does not conform to the agreed sample at the
launch of the Order.
6.1.4. The Supplier guarantees that:
(i) The Product conforms to applicable specifications and is marketable, free from defects in
workmanship, materials, production, and design, in accordance with its intended purpose, and is
new (unless otherwise agreed upon by the Beneficiary company);
(ii) The Product is certified (if applicable) and complies with applicable laws (including, but not
limited to, environmental and safety laws, rules, and regulations).
6.3. Repair/Replacement
6.3.1. If the Products are not manufactured in accordance with the contractual provisions, the
Beneficiary Company has the right to request the repair or replacement of the Products.
6.3.2. The repair or replacement of the Products takes place as soon as possible but no later than
2 working days from the date of notification sent by the beneficiary company.
6.3.3. Any repaired or replaced Products must be guaranteed to the same extent as the originally
supplied Products, with the supplier being obligated to ensure product maintenance through
accredited service units.
11.3. Gifts
11.3.1. Employees of the Beneficiary company are prohibited, and the Supplier is notified that
employees of the Beneficiary company are not allowed (i) to accept gifts with a value greater
than the nominal or reasonable amount (the term "gifts with a value greater than the nominal or
reasonable amount" includes, but is not limited to, loans, excessive hospitality, or other
substantial favors) from the Supplier, and/or (ii) to request gifts or favors of any kind and value
from the Supplier..
11.3.2. The Supplier agrees to promptly notify the Beneficiary company of any action or inaction
by any employee or employees of the Beneficiary company that does not comply with the
aforementioned provisions.
12.1.1. This Contract shall be governed, interpreted, and construed in accordance with the laws
of Romania.
12.1.2. Any dispute that cannot be resolved amicably shall be submitted for resolution to the
competent judicial authorities.
12.2. Correspondence
12.2.1. The correspondence shall be sent by registered letter with acknowledgment of receipt, by
email, by fax, or delivered in person, to the following addresses:
SUPPLIER
BENEFICIARY
SC ______ SRL
SC ______ SRL
_______
Administrator
_____________________
_______
Administrator
_____________________
_______
CFO
_____________________
_______
CFO
_____________________
............................
...........................
_____________________
_______
Marketing Consultant
_____________________
Concluded between:
S.C.______S.R.L., Romanian legal entity, with its registered office at
………………………………………………………………………………………………………
………………………………, postal code ……………, registered with the Trade Register under
No. ………………………….., fiscal identification code: ……………………, share capital
……………………….. RON, having the bank account
…………………………………………………………. opened at
……………………………………………. represented by Mr./Ms. ……………………………..,
in the capacity of …………………., hereinafter referred to as the Supplier.
and
S.C. ______S.R.L., a Romanian legal entity, with its registered office in Bucharest, _______,
registered with the Trade Register under No. _______, fiscal identification code: _______, share
capital 800,000 RON, having bank accounts _______, opened at _______ bank, and _______
opened at _______ bank, represented by Mr. X in his capacity as CFO, hereinafter referred to as
the Beneficiary.
Through this aiditonal act, the Supplier opts for the unique method of issuing and sending
invoices to be:
OR
2. _______
1.2. The format of the electronically sent invoice to the email address ________ is strictly PDF.
Invoices in other formats (DOC, XLS, JPG, etc.) will not be accepted.
1.3. The Supplier shall mandatory include the project code (Job No) and the contact person who
placed the order on behalf of the Beneficiary on the issued invoice. The Job No will be
communicated to the Supplier by the contact person who placed the order on behalf of the
Beneficiary.
1.4. The absence of the project code (Job No) and the contact person's details on the invoice
issued by the Supplier leads to the non-acceptance and non-registration of the invoice by the
Beneficiary.
1.5. In accordance with Article 329, paragraph 29, of the Fiscal Code, the invoices will be issued
by the Supplier without a signature and stamp.
1.6. The date of receiving the email with the attached invoice at the email address: ________ is
considered the date of receipt of the invoice by the Beneficiary.
1.7. The Beneficiary will not acknowledge invoices sent with a delay exceeding 5 days from the
date of invoice issuance and will request the Supplier to reissue them. The Supplier expressly
acknowledges and accepts this clause.
1.8. Invoices will be sent by the Supplier via email with the "Read-Receipt" option. In the event
that the Supplier does not receive the "Read Receipt" notification email for the PDF invoice
within 5 working days at the email address: ________ of the Beneficiary, the Supplier will
contact the Beneficiary by phone to avoid cases where the invoice has not been received or sent
to the correct email address.
1.9. In case of discrepancies related to the data on the invoice, the Beneficiary undertakes to
contact the Supplier at the email address from which they received the PDF invoice within 5
working days from the date of receiving the electronic invoice and request resolution of the
issue. During the resolution period of discrepancies related to the data on the invoice, the
payment term of the invoice is suspended.
1.10. The Supplier shall send to the email address ________ along with the invoice, a mandatory
scanned copy of the annex to the contract/order sent by the Beneficiary, based on which the
invoice is issued. The invoice and the annex/order are sent electronically in the same email. An
invoice sent without the annex/order will not be accepted by the Beneficiary, who will notify the
Supplier in accordance with Article 1.9.
SUPPLIER, BENEFICIARY,