FRAME CONTRACT
Nr.____ / DD/MM/YYYY
The contracting parts:
The limited company SC FRAGETICO GROUP SRL, with head office in CAMPINA, DEALULUI 1. str., ROMANIA, tel. /fax: 0040-244376135/ 0040-244337548, registered at the PRAHOVA Commerce Register with No. J29 / 231 / 1999, VAT no. 11600582, represented by Mr. Valentin IANCU, as administrator, part at this contract as SELLER.
And
The limited company _________________, with head office in______________________ , tel/fax:_______________________________, registered at the______________________ with _____________________ , VAT no. ______________, represented by ___________________________, part at this contract as BUYER.
1.Definitions
In this contract , the following terms shall be interpreted as follows :
2. Interpretation
2.1 In this contract, except for a contrary prevision, the words in the singular shall include the plural and conversely, and the words in the masculine gender shall be interpreted as including the feminine gender and conversely, where this is allowed by the context.
2.2 The term "day" or "days" or any reference to the days represents calendar days unless is specified differently.
3. Object of the contract
The SELLER is obliged to sell and BUYER agrees to buy wooden products, item orders - annexes to this contract. Every order from BUYER, confirmed by SELLER, will be part of this contract. In the absence of the confirmation order, the simple delivery of the command represents automatically the order confirmation.
The BUYER is obliged to pay the price agreed in the contract for the supplied goods.
4. Products and unit prices
4.1. A detailed description of the materials supplied is found in every order - annex which is an integral part of this contract.
4.2. The SELLER is obliged to fully deliver the goods in stipulated in the annex -order but is excluded to be asked , to provide and to mount other materials or components that the customer deems necessary and which are not provided in this contract. Any additional request will be subject to an additional order.
4.3. The unit prices of the products and their names are listed in the annex-order to this contract.
These prices negotiated between BUYER and SELLER is in EURO and will be clearly defined in each order.
4.4. The SELLER claims the ability to change the product prices in the event of changes in the price of raw materials (wood) or technical, required by the BUYER. Any change requested by the BUYER shall be communicated to the SELLER at least 15 days before the release into production.
5. Delivery - Terms & Conditions
5.1. The prices are Ex -Works Campina (Incoterms 2010), unless there is another specification contrary mentioned in the order and validated by both parts.
5.2. The SELLER will deliver the products on the date specified in each order. This term is understood as an imperative, in case of non-compliance will serve as the basis for penalties for late payment except for the following cases:
- The delivery time may be extended if the client or his delegate (architect, study desk etc.) do not respond quickly to the technical questions that will arise in the technical study phase of the house, such that this study to be completed within 3 weeks from the receipt of the advance.
- The delivery time may be extended if the BUYER does not send written confirmation of the concrete slab compliance of the house no later than 10 days before the truck departure (trucks) of Campina.
5.3. The order will contain all the data needed to identify the product: name, unit of measure, price, currency, delivery time, etc. ...
5.5. On the receipt of the goods, the BUYER agrees to complete the documents transport (CMR, etc.), indicating :
- Date of receipt
- Signature and stamp (if need be) of the BUYER mentioning any reservations on the quality or quantity.
6. Terms of the payment
6.1 The payment will be made by a bank transfer ( SWIFT ) as follows , if otherwise provided on the annex to the contract:
a) If the assembly of the wooden construction is done by the SELLER :
- 40 % in advance at the order.
- 45 % at the delivery on site.
- 10% when the structure was assembled ( without insulation, boarding )
- 5% two days before the end of the installation
¢ The first bank transfer (40 %) or its justificative (Swift message confirmed by the bank) must reach the supplier's before the release in fabrication of the order. The nonpayment of the advance in the agreed terms will slow the production launch of the products concerned. Starting from the signing date of the order confirmation until the receipt of funds for launching the construction in the factory, no penalty will be applied.
¢ The second transfer (45 %) or its justificative (SWIFT message confirmed by the bank) must reach the provider account before the installation team to set the autoclaved sole plates. If the transfer was not made or its justificative (SWIFT message confirmed by the bank) has not been sent, the team will not begin the installation of the house.
¢ If within 7 (seven) days after downloading the product, the payment has not been made , the SELLER is entitled to recover the goods delivered. The goods will be returned to the site after receiving the SWIFT appropriate to the payment, confirmed by the bank. The travel costs of the goods from the site, storage, transport back to site and the movement of the installation team on site will be in charge of the client.
¢ The SELLER does not warrant the immediate resumption of the activity on site, the team being able to be planned for another site.
¢ The SELLER warrants the intervention only after the planning will allow it.
¢ The third transfer (10 %) or its justificative (SWIFT message confirmed by the bank) must reach the provider account before the assembly team to put the insulation and / or the exterior cladding of the house. If the transfer was not made or its justificative (SWIFT message confirmed by the bank) was not sent, the installation team will not begin the actual installation of insulation and /or the exterior cladding.
¢ The fourth transfer (5%) or its justificative (SWIFT message confirmed by the bank) must reach the supplier's account before the end of the installation. If the transfer was not made or its justificative (SWIFT message confirmed by the bank) was not sent the installation team will keep the keys of the house.
¢ The duration of the installation can be extended with the days lost waiting for the bank transfer or its justificative (SWIFT message confirmed by the bank) of the payment. During this period the food and the accommodation of the team are in charge of the customer .
b ) If the wooden building does not need to be installed or the BUYER makes himself the installation:
- 50 % in advance at order
- 50 % at delivery (before the departure of the truck )
6.2. SELLER Invoices will be compensated at the payment.
6.3. Bank details :
CEC BANK SA
Sos. Nordului nr.6
Ag. Nord Ploiesti
ROMANIA
Cod IBAN: RO17 CECE PH11 C1EU R0989610
CODE SWIFT (BIC) : CECEROBU
6.4. In case of not respecting the payment terms (section 6.1) and without the prior consent of the parts, all deliveries will be suspended, after the written information from the SELLER.
All the following deliveries will be made only with the guarantee of the full payment of the goods (irrevocable letter of credit, bank guarantee letter, etc).
6.5. Under no circumstances, the BUYER doesn't have the right to modify the value of the bills of the SELLER except the justified quality problems.
7. Reservation of title
7.1. The ownership is passed from SELLER to BUYER after the full payment of the price by the BUYER, meaning that the goods remain the property of the SELLER until is made the full and effective payment.
Without the full and effective payment, the SELLER will specially exercise the right to recover the goods either by himself or through any sub- buyer. The risks and the costs will be in charge of the BUYER. In case of judicial recovery of the BUYER, the SELLER will apply the ownership clause to all claims, whether they are mature or not.
7.2. The risks and the responsibility concerning the transfer of the goods from SELLER to BUYER are split according with the delivery terms Ex -Works Campina (INCOTERMS 2010).
8. Packaging. Transport
8.1. The packaging and the marking will be carried out according to the internal procedures of the SELLER, so as to ensure the product integrity during the transport, handling and storage.
8.2. The packaging price is included in the price of the products unless is otherwise specified in the order.
8.3. The transport of the products will be in charge of the SELLER, unless is otherwise specified in the order. The transporter choice belongs to the SELLER, and will be done in such a way that the impartial terms and the safety of the persons to be respected.
8.4. The transport is made based on the CMR Convention.
8.5. The insurance for the transport is covers the cargo value of 50,000€ (CMR Convention).
8.6. The delivery means the maximum property limit at the address mentioned on your order or submitted in your customer sheet at time of ordering, unless your delivery address is different from the billing address. Subject to the accessibility on the public roads, if is possible, the delivery will be made (according to the opinion and responsibility of the one who makes the delivery) where the houses is assembled.
If isn't possible, the truck stops on the accessible location nearest the place of the delivery, since this place, the unloading is in charge of the BUYER.
8.7. The unloading must be made in present of the BUYER, unless it exists a contrary agreement. This means that the presence of the BUYER is mandatory. He must take all measures to allow unloading in good conditions. All necessary material is unloading by the BUYER. He must use a crane, a telescopic loader or a forklift for heavy packages and / or large. The driver is not responsible for unloading. The specified terms of the delivery shall exclude weekends and holidays.
8.8. Delivery place must be accessible to a truck 13.40 x 2.50 x 4 m (length x width x height).
8.9. The truck must be able to :
- have access and to handle easy in the place of delivery
- download the packages on the lateral side (maximum width of the delivery area: 5 m)
- to go forward or reverse and turn around without difficulty after making the delivery.
If the actual configuration of the delivery impede the delivery of item, the transporter it retains the right to cancel the delivery.
8.10. Should be carefully controlled the package (s) and check the contents in the presence of the one who makes the delivery before signing the transport document (CMR) .
8.11. If the goods delivered were damaged during the shipping and are broken or do not conform to the specifications indicated in the receipt of your order (error product, the parcel must be refused writing readable your reason for the refusal on your delivery document. If are missing quantities, complete the delivery document, writing readable the names of the items that are missing, precisely and in detail.
Without the other mentions indicated on the transport document (CMR), the goods shall be deemed to be delivered in accordance and cannot be done a further claim.
9. Product storage and depreciation
9.1. The BUYER agrees to receive the goods within the time agreed in its orders.
9.2. If the BUYER requires the delay of the delivery in relation to the agreed term of delivery with more than 10 days, he will pay a storage and warehousing tax of 0.1 % of the total order, per calendar day but not more than 60 days.
After the expiration of the 60 days will do like this:
- In the event that the goods have not been fully paid - the merchandise returns to the property of the SELLER and the BUYER has neither right nor the goods and may not require the reimbursement of the advance paid.
- In the event that the goods have been fully paid - the storage and warehousing increases at 0.5 % of the total order, per calendar day but not more than 3 years, after which the goods enter in the property of the SELLER and the BUYER has no right nor the goods and can no longer request a refund of the product in its entirety.
9.3. The BUYER is advised that wooden products depreciates over time, which means that we have:
- Changes of the wooden products color (blackening )
- Pieces of wood which can crack and twisting in a manner that can't makes it possible their installation
- Bluesy
- Rot etc.
10. Inspection. Reception
10.1. The BUYER has the right to inspect the products covered by this contract in all phases of construction, and before the delivery, at its expense including where resort to a third part. The inspection and the reception should not lead to delays in delivery. The BUYER will have to confirm the date of this control with at least 10 days before the date scheduled for shipment.
10.2. The BUYER has the right to inspect at any time the site where is made the installation of the wooden house (if the installation is provided by the SELLER). The BUYER and / or its associates are informed and required to wear protective equipment. They are solely responsible for any accidents occurring on site.
10.3. The qualitative, quantitative reception and of compliance with the plans will be done at the truck arrival on site, by the client or by his representative, subject to the discharge and to the final assembly. An official report which will include a description of all building elements will be made upon the receipt. This official report will accompany the merchandise. If the installation is done by the installation team of the provider, the final reception of the construction will be done at the end of the site.
11. Warranty. Recommendations for use and maintenance
11.1. The SELLER warrants that the goods covered by this contract are in according with the quality standards in force.
The guarantee for the wooden structure is set at 10 years from the date of:
- Official Report of the Final Reception - when the installation is made by the assembly team of the SELLER.
- Invoice - when the installation is made by the BUYER.
If the building assembly is made by the BUYER or another team than the one of the provider, the same guarantee is provided to the materials, but the SELLER does not warrant the defects due to an improper installation of the elements.
11.2. The SELLER certifies that all wooden parts, the components of the purchased product were processed and cut to be compatible and assembled according to their destination.
11.3. At the same time it ensures that the material used conforms to the definition mentioned in the warranty conditions.
11.4. If for a product is replacing certain parts (for example: a piece, a hinge, a cornice, a door, etc.), but the product itself has not been replaced, the warranty period is not extended. Only the changed product benefits from the same warranty as new product.
11.5. The guarantees for other products (except the wood) are in accordance with the guarantees given by those who have made (not more than two years).
11.6. Once the guarantee expires, any intervention for reinstatement in according will require an order from the BUYER and will be done at his expense.
11.7. During the warranty period, the BUYER has no right to intervene constructively in the product. Any unauthorized intervention by the SELLER will void your warranty.
11.8. Wood used:
11.9. Recommended use and maintenance :
o If the house will be mounted on a concrete slab, please be especially careful at the flatness of the concrete slab. It is forbidden to start assembling the house until the board is compliant, except when the BUYER agrees writing in The Official Report of the Final Reception. In this case the SELLER shall not be responsible for problems that will arise during or after the assembly of the house and the warranty is voided.
If the floor is softwood we advise applying a floor glazing product (such the wood isn't a hardwood, anything that falls on the ground will not hurt the floor).
Any adjustments to the doors and windows are not covered by the warranty.
The customer is solely responsible for the objects and the material stored in the wooden construction. In any case, the SELLER will not be responsible for the materials or items stored inside the building.
Do not forget that once a year to oil the lock and hinges.
11.10. Warranty Claim Procedure
- Describe in detail all the nonconformities and add photos with the founded defects, a copy of the purchase invoice of the product. The noncompliance reports must show clearly the nature of the defects.
- Note that any incomplete application will not be treated and she will be returned to be completed. Defective parts must be available for a possible inspection made by the SELLER.
11.11. No application warranty
Warranty does not cover the defects caused by:
11.12. Final provisions regarding the guarantee
12. Force majeure
12.1. Are regarded as force majeure, all the circumstances beyond the control of all parts, unforeseeable and unavoidable that will arise after signing the contract and which prevents its normal running entirely or partially.
12.2. The part affected by the force majeure is exempt from its contractual obligations as long as it cannot comply.
12.3. All the cases of force majeure and their duration must be confirmed by a state institution that has the necessary competence (Chamber of Commerce, etc.).
13. Litigations
13.1. The Parts undertakes to respect this agreement in good faith.
13.2. Any issue between the parts shall be settled in a friendly way. If this is not possible, the Parts agrees that the problem to be treated by the court competent to settle. The Competent court is the one that exists on the place of the contract execution, meaning the Court of Romania.
All the property litigations arising out of or in connection with this Agreement, including regarding the validation, the interpretation, the execution or the assignment of his effects will be resolved by the Prahova Court. The court's decision is final and binding, the parts taking their commitment to execute it of one's own initiative.
13.3. This contract will be subject to the Romanian law.
13.4. The court's decision will be final and binding and both parts undertake to execute it without conditions and without delay.
14. The correspondence , trade secrets and commercial
14.1. All the business correspondence will be drawn up in English.
During the validity of the contract, and for 2 years after its termination, the Parts undertake not to disclose to third parts information on the content and the execution of the contract without the written consent of the other part.
14.2. All the execution drawings and the installation instructions for the product information will be considered confidential. The BUYER has no right to manufacture the products elsewhere on the basis of the execution drawings provided by the SELLER.
14.3. The SELLER informs the BUYER that:
- FRG - FRAGETICO GROUP is a Community Trade Mark having the Certificate of Incorporation for marks, designs and models No. 011377116 at OHIM - Office for Harmonization in the Internal Market. The European registration is published in the Community Trade Marks Bulletin No. 2013/061 of 28.03.2013
- All the photos, drawings, designs, plans, projects appearing on websites, catalogs, publications, under the name Fragetico Group were registered with copyright on behalf of Mr. Valentin Iancu , rights which have been assigned to the Fragetico Group SRL company.
The encryption certificates have the following stamping codes :
2559 - CDrmmioehp and 2560 - cDEmgDnGyyFRG
All the files that containing pictures of the achieved houses or photos of other wooden products sent to the BUYER by the SELLER remain in the property of the SELLER and cannot be used once the contract has ceased or been terminated, being protected by the copyright law in all the signatory countries of the Bern Treaty.
15. The validity of contract
15.1. This contract is valid for 2 (two) years from the date of signing by both parts. The parts agree to renegotiate this contract at least 3 months prior to its expiration date.
15.2. In case of cancellation of the contract before the term, it may not take place before the fulfillment of all the obligations in progress for the one and the other side of the parts.
16. Penalties
16.1. In case of payment delays from the contract terms agreed in this contract, the BUYER - at SELLER request - will pay late taxes of 0.1 % of the total order, per working day of delay.
16.2. In case of delay in delivery orders from the terms agreed, the SELLER - at the BUYER request - will pay late taxes of 0.1 % of the total order, per working day of delay.
17. The assembly
17.1. If in the annexes to the contract is stipulated that the assembly is the responsibility of the SELLER, it sends a team of Romanian workers to the construction site for the assembly of the wooden construction.
The assembly will be carried out by a team FRAGETICO GROUP or another specialized company that installed the houses provided by FRAGETICO GROUP.
The quality guarantee is in charge of FRAGETICO GROUP and of the sub- contractor under this contract. FRAGETICO GROUP will provide to the BUYER the assembly plans at the beginning of the site.
At the end of the installation, a Final Reception Protocol will be signed.
17.2. In charge of the BUYER : the accommodation of the workers
17.3. Mounting term may be extended due to bad weather (forecasts). In case of the site prolongation, the BUYER has the responsibility of additional expenses for the accommodation and 3 meals per day for the workers.
17.4. The BUYER is responsible to ensure on the site :
- The electricity, 220 V, for electric tools.
- All means of protecting the goods during the site: tarpaulin covering of the wooden structure and of the other elements; the joinery, the staircase and the metal elements.
- All the means and materials necessary for the security work at the site including scaffolding approved by the English Authority in the field of Labor Protection.
- Crane or front loader with telescopic arm and / or forklift.
- Air compressor ( if is necessary)
- Mineral water for the team ( if the temperature is excessive )
- Materials and plastic bags to collect the waste on site (the cleaning of the site)
17.5. Installation does not include:
- The foundation , the concrete slab
- The electricity , the plumbing
- The application of paints, varnishes, finishes, etc.
17.6. If the concrete slab does not comply, the SELLER has the right to refuse to start the assembling of the wooden building until the concrete slab is compliant. The costs arising from this matter will be communicated and invoiced to the BUYER.
17.7. The customer must have a specific warranty during the works, to cover the risk of civil liability and the materials and equipment against theft.
18. Final Provisions
18.1. If the contractual obligations are not respected by one of the parts, the other part can request the dissolution of the contract, after notifying the part concerned by registered letter with acknowledgment of receipt.
The dissolution of the contract, in this case, will not take effect until after a period of two months.
18.2. The does not have the right to denounce this contract obligations and rights inherent to third parts and / or give to them if the BUYER has not given the written consent in advance.
18.3. This contract may be modified or terminated by written mutual agreement between the parts.
For the SELLER this contract is signed by Mr. Valentin Iancu, Associate Administrator
For the BUYER, the contract is signed by ________________________
This contract was signed today, DD/MM/YYY, at the office of the SELLER - Campina, in 2 (two) copies English-Romanian. This contract was first sent by email and then by letter. Each signatory has received a copy bilingual in Romanian and in English. It shall come into force on DD/MM/YYYY
For FRAGETICO GROUP SRL
Ing Valentin Iancu
for BUYER
Mr./Ms./Mrs.__________________________