Terms and general conditions of sale, delivery of SAMDAMGIFTS SRL promotional products:

Art.1 Definitions

Within these General Terms and Conditions, the following terms are defined as follows:

Client: any person or body that orders Products from the Supplier and/or with whom the Supplier discusses or negotiates the conclusion of a Contract;

Defective: any defect, error of the Products in relation to the Technical Characteristics as well as any other improper functioning of the Products;

Delivery time: the term by which the Products must be delivered, as established by mutual agreement depending on the type of order, whether or not it has customization; The delivery term for products without personalization is usually the one displayed on the website;

Supplier: the user of these General Terms and Conditions;

The order: any request from the Customer to the Supplier for the delivery of the Products, regardless of its form;

Contract: any contract concluded between the Supplier and the Client, any modification or addition to it as well as any or all documents, legal acts in the preparation and/or realization of such a contract;Produse: orice sau toate obiectele - produse si/sau livrate pentru indeplinirea unei Comenzi sau, dupa caz, un contract de catre sau in contul Fumizororului, precum si orice servicii ce urmeaza a fi prestate de Furnizor, inclusiv consultanta si expresii creative;

Specification/Technical Characteristics: the description of the Products ordered by the Customer, which are mentioned or referred to in the Order or Contract.

Art. 2 Application

Paragraph 1. With the exception of cases where it is established otherwise, in writing, these General Terms and Conditions apply to all offers and prices of the Supplier and to all contracts concluded between the Supplier and the Customer.

Paragraph 2. The applicability of any General Terms and Conditions (of purchase) used by the Customer are considered inapplicable by the Supplier, except in cases where their applicability is expressly accepted, in writing, by the Supplier.

Art. 3 Offers

Paragraph 1. All offers, in whatever form they may be, do not determine or attract any commitment for the Supplier and must be viewed as a whole. If an offer indicates a deadline for acceptance, this only implies that the offer is no longer valid after that deadline or event.

Paragraph 2. Images, catalogs, drawings and any other data, including measurements, weights or quantities, will be as accurate as possible. This information is mandatory only if requested, expressly confirmed.

Paragraph 3. All offers and prices are based on the fulfillment of the Contract with respect to the normal working conditions and the work schedule.

Paragraph 4. A Contract is valid only if it is confirmed in writing by the Supplier or, as the case may be, after the Supplier has started to fulfill this Contract.

Paragraph 5. If, due to circumstances related to the nature, volume or urgency of the Order, no confirmation of it has been sent, the invoice will be considered as confirmation of the Order.

Paragraph 6. Each Contract will be registered by the Supplier on the condition that the Client has proven himself capable of paying his financial obligations - at the sole decision of the Supplier.

Paragraph 7. The Supplier is and will remain the owner, holder of all the documents of the supplied models, samples or examples related to the offers made by the Supplier and/or to the Contract and they cannot be provided or made available to third parties, they cannot be modified or imitated in any form, without the written consent of the Supplier. within 14 days of the Supplier's request, the Customer will be obliged to return them to the Supplier, in good condition and in the original packaging, the cost of transport to be borne by the Customer.

Art. 4 Prices

Paragraph 1. The price or prices indicated in the offer will be in euros, without VAT or other taxes (the product price includes the cost related to the collection, treatment and disposal of WEEE - SC Samdamgifts SRL received ISO 14001:2015 Environment 2017 and ISO 9001:2015 Quality certificates 2017).

Paragraph 2. if it is not established otherwise, the price or prices indicated in the offer will be based on the factors determining the prices of the Supplier at the date of the respective offer, factors such as wages, the cost price of the raw material and the exchange rate. Price increases resulting from a change in one or more of these price-determining factors, after the offer has been made, may be imposed on the Client by the Supplier, even if the Contract has already been concluded.

Paragraph 3. if the applied price increase is 10% or more within 3 months from the conclusion of the Contract, the Customer has the right to terminate the Contract through an official address within 7 days from the date on which was notified of the price increase, without being entitled to compensation.

Paragraph 4. The discounts obtained through the promotional coupons offered are not cumulated with other price reductions available in the same period.

Art. 5 Delivery of processed Products 

Paragraph 1. The price or prices indicated in the offer will be in euros, without VAT or other taxes (the product price includes the cost related to the collection, treatment and disposal of WEEE - SC Samdamgifts SRL received ISO 14001:2015 Environment 2017 and ISO 9001:2015 Quality certificates 2017).

Paragraph 2. if it is not established otherwise, the price or prices indicated in the offer will be based on the factors determining the prices of the Supplier at the date of the respective offer, factors such as wages, the cost price of the raw material and the exchange rate. Price increases resulting from a change in one or more of these price-determining factors, after the offer has been made, may be imposed on the Client by the Supplier, even if the Contract has already been concluded.

Paragraph 3. if the applied price increase is 10% or more within 3 months from the conclusion of the Contract, the Customer has the right to terminate the Contract through an official address within 7 days from the date on which was notified of the price increase, without being entitled to compensation.

Paragraph 4. The discounts obtained through the promotional coupons offered are not cumulated with other price reductions available in the same period.

Art. 6 Consulting services and product development

Paragraph 1. The supplier can act as an advisor, if required. The Supplier has the right to invoice this separately to the Client, regardless of whether or not the consultancy is related to the Products manufactured and/or delivered, according to the Contract, by or on behalf of the Supplier.

Paragraph 2. in the event of product development, consultancy on promotional products to be applied, consultancy on creative concepts, prices for extensive projects with processed or unprocessed products, research, studies of the national or international market of specific products or non-specific product applications. the provisions of Paragraph 1 of this Article shall apply in full.

Art. 7 Employment of third parties

The supplier is authorized to engage third parties in the fulfillment of this Contract. The supplier is also authorized to give rights and obligations deriving from this Contract to third parties.

Art. 8 Deliveries and Delivery Term. Major force

Paragraph 1. The delivery time is 48 hours for products in stock. Paragraph 2.

The delivery term will be established in bulk and will never be considered as a final term, except in cases where it is established otherwise. The delivery term will enter into force only after the Contract has been concluded according to Art. 3, after all the information necessary for the fulfillment of this Contract has been forwarded, submitted and after the Customer has paid the purchase price, or as the case may be, the installment (the installments ) on which it was agreed, or after the security was provided, the security required by the Supplier.

Paragraph 3. If the delivery is partially or totally prevented by a case of force majeure, the Supplier has the right to suspend the delivery, and in the event that the force majeure situation continues to persist for more than three months or from the moment it becomes obvious that this will last more than three months, cancel the Contract in whole or in part and claim payment for the fulfilled parts of the Contract, without having the obligation to pay compensation to the Client.

Paragraph 4. Force majeure includes, but is not limited to, fire, flood, strikes, epidemics, (civil) war, terrorism, government measures, permits not granted or not granted on time, trade embargoes, labor disturbances, power outages , operational failure, breaches of contract or harmful acts of suppliers and subcontractors of the Supplier or other third parties, including any defects, errors, non-delivery or late delivery of materials, transport, fuels, energy and labor.

Paragraph 5. The delivery will be ex works, with the exception of cases when it was explicitly decided to do otherwise. Transport costs and insurance will be borne by the Customer even if it has been agreed that the Supplier will take care of the transport. The transfer of the risk of the Products will take place at the time of delivery in accordance with the provisions of these General Terms and Conditions. The transport will be at the risk of the Customer, even if the carrier has explicitly stipulated that all transport documents must bear the mention that any damage resulting from the transport will be at the risk and expense of the sender.

Paragraph 6. in the event that the Supplier takes care of the transport, the Client or a third party designated by the Client, must report any damage caused by the transport to the carrier, or as the case may be, to the sender, immediately upon receipt, but in any case, in within 12 hours of receiving the Products, and must send a copy to the Supplier.

Paragraph 7. Products that have not been purchased by the Customer or a third party designated by the Customer after the Delivery Term will be stored by the Supplier at the expense and risk of the Customer. If the products were not purchased on time, the Supplier will have the right to cancel the Contract within 14 days from the expiration of the Delivery Term, without prejudice to the Supplier's right to sell the products to a third party.

Paragraph 8. If the color, composition, weight, appearance, etc. Products deviate slightly from the models, samples or examples provided in advance, or from other provisions established in advance, those Products must obey the conditions of this Contract. in any of the eventualities, the Supplier has the obligation to fulfill its obligations, if the weight or quantity of the Products supplied does not exceed by more than 5% those established in the contract.

Paragraph 9. The Supplier is allowed to send the Products in installments, each installment being invoiced separately.

Art. 9 Complaints

Paragraph 1. The Customer is obliged to inspect the Products or appoint someone to inspect them to see if they are defective or not.

Paragraph 2. Any defect must be brought to the attention of the Supplier in writing, as soon as possible, but in any case within 8 days from the discovery of the defect/s. After the expiration of this term, the Client is obliged to accept (the quality of) the Products and to waive the rights and compensations available to him by law and/or the Contract and these General Terms and Conditions.

Paragraph 3. A complaint, as defined in the previous Paragraph, does not suspend the Client's obligation to make payment.

Paragraph 4. in the event that, according to the Supplier's opinion, the Customer made the Complaint for justified reasons/right. The supplier will have to supply only the missing Product/products, repair or replace the delivered Products, or give back (part of) the purchase money, as he sees fit.

Art. 10 Retention of title

Paragraph 1. The Supplier remains the owner of the Products provided to the Customer, but they will be at the Customer's risk and expense from the moment of delivery and until all amounts due under the Contract, as well as any other non-compliance with the Contract by the Customer, are paid in full by the customer, including interest and costs of raising money.

Paragraph 2. As long as the title to the delivered Products has not been transferred to the Customer, he will not have the right to process the Products, place the Products out of control or sell or dispose of them in any other way, and the Customer will take care to keep the Products separately from any other assets owned by him and to do everything necessary to avoid a confusion of the property, an access to it or a modification, transformation.

Paragraph 3. The customer undertakes not to give guarantees or make promises to third parties regarding the complaints against his customers, and undertakes to resolve the complaints mentioned above, immediately after the request of the Supplier in this regard.

Paragraph 4. Any third parties wishing to recover losses on account of the Products delivered by the Supplier shall be informed by the Customer that the Products are subject to a preservation/keeping of title held by the Supplier. The Customer must immediately notify the Supplier of this, in writing.

Paragraph 5. If the Customer fails to comply with its obligations or if the Supplier has valid reasons to believe that the Customer will not comply with its obligations, the Supplier may invoke the right of title, in which case, upon request, the Customer will have to give the Supplier control over the delivered Products, immediately and without any charge. in addition, the Supplier will have the right to recover those Products, or have them recovered from the place where they are stored, at the expense of the Customer. The Client hereby grants the Supplier the irrevocable authorization to enter the premises used by or on behalf of the Client. After the Products have been recovered, the Customer will be credited at the market value, which, under no circumstances, will exceed the original purchase price, reduced by the costs of withdrawal and damages suffered by the Supplier.

Art. 11 The payment

Paragraph 1. Unless otherwise established, in writing, and without prejudice to the provisions of the following paragraph, all payments to the supplier must be made in RON (national currency), either net in cash or at the Supplier's headquarters by means of a transfer or deposit in a bank account to be specified by the Supplier, the payment method of his choice, always depending on the number of days specified in the issued invoice. The Supplier has the right to send electronic invoices, and the Client agrees with this method of invoicing, if applicable.

Paragraph 2. Compensations or other forms of regulation, liquidation/settlement will never be allowed without an explicit written agreement.

Paragraph 3. The Supplier is authorized to request an advance or a form of security at any time, an advance that he considers sufficient to demonstrate compliance with the Customer's payment obligations, before delivery or continued delivery and the Supplier has the right to suspend any future deliveries to the Client if he does not fulfill this requirement even in the event that a fixed deadline has been established, without prejudice to the Supplier's right to claim compensation in the event of delayed or non-fulfillment of the Contract.

Paragraph 4. If the Client does not pay the amount due under the Contract, within the established period, the Client will be in the position of non-compliance with the Contract and the Supplier will be entitled in this case to charge the interest starting with the due date of the unpaid invoice or invoices, at commercial interest statutory rate of + 2% and at an annual interest of at least 12% of the invoice amount, without prejudice to other compensations available to the Supplier and without any notification of non-compliance being necessary.

Paragraph 5. All judicial and extra-judicial expenses of the Supplier for the recovery of the invoiced amount, including the fees and commissions of third parties involved by the Supplier, will be borne by the Customer. The client will owe at least 10% of the main amount of extra-judicial expenses, and not less than 250 euros.

Paragraph 6. If the Client does not comply with its obligations established by the Contract or these General Terms and Conditions, all payment obligations of the Client for the Supplier will become immediately due and payable from the moment of non-compliance, regardless of whether invoices have been sent or not for these obligations.

Art. 12 Intellectual and industrial property rights. Privacy

Paragraph 1. All intellectual and industrial property rights (including brand, model and patent rights) on all designs, drawings, models, samples, examples have been made available or developed by virtue of the contract (hereinafter INFORMATION will be given only to the Supplier, except in cases where it is established otherwise).

Paragraph 2. The Customer is not entitled to use the Information referred to in the previous paragraph, in any other way than for the benefit of using the Products as stipulated in the Contract.

Paragraph 3. The Client shall maintain the confidentiality of all Information, Technical Characteristics, business and how-to that have been made available by the Supplier to the Client, in order to fulfill the Contract. Upon request, the Client will immediately transfer to the Supplier the confidential information as well as all their copies or multiplications.

Art. 13  Violation of third party rights

Paragraph 1. If a competent court has given an irrevocable decision in a lawsuit filed against the Supplier, that any product provided by it constitutes a violation of the intellectual and industrial property rights of a third party, the Supplier will, at its decision, replace the good in the case with a product that does not violate any such right or will try to obtain the right to use the contested good or will return the money paid by the Customer for the product, reduced by a minimal depreciation.

Paragraph 2. In the event of a replacement or return of the money, the Supplier will be entitled to attach to this the condition that the Products initially delivered be returned.

Paragraph 3. The supplier will have no other obligations regarding the violation of the rights of third parties than the obligation to replace, purchase or reimburse, as referred to in the first paragraph.

Paragraph 4. If an order is made according to the project, drawings, formula, Technical Characteristics or the Customer's instructions, or if this Order is made with the use of goods provided by the Customer, he will not be able to invoke the above mentioned provisions of this article and he will indemnify the Supplier for any complaint, claim regarding an alleged infringement of the intellectual and industrial property rights of any third party.

Art. 14 Liability

Paragraph 1. The supplier assumes responsibility only if: · the damage is a direct consequence of any deliberate act or gross negligence on the part of the Supplier or its employees · the damage is directly caused by a Defect in the Product manufactured by the Supplier and/or the Products supplied, in the sense that they are not as safe as expected in all the circumstances.

Paragraph 2. The Supplier does not assume responsibility for the inappropriate placement of the logo and/or company name on the Customer's goods, any other adaptations of the Customer's goods and/or products, if and as long as the Defect is the result of an inaccuracy or deficiency in the project submitted to the Supplier by the Client, or on any violations of their rights to third parties, violations constituted by the design.

Paragraph 3. The total liability of the Supplier caused by non-compliance with the Contract will, in any event, be limited to the compensation of the material and direct damages up to the amount of the separately stipulated prices of the Products in question (without VAT).

Paragraph 4. in relation to the damage referred to before, the Supplier does not assume responsibility for damages that are not compensated by its insurer (upon request, the Supplier will give the Client a copy of the insurance contract in question. In addition, the liability the Supplier's total will never exceed the sum of 50,000 euros per event.

Paragraph 5. The supplier is only liable for significant damage or direct loss, for which he has explicitly assumed responsibility within these General Terms and Conditions.

Paragraph 6. The Customer shall indemnify the Supplier for the claims of third parties who have suffered a loss as a result of a Defect of a good that was provided by the Customer to a third party and which consist of goods provided by the Supplier, except in cases where the Customer provides evidence for the fact that the loss was caused only and exclusively by the Products delivered by the Supplier.

Paragraph 7. in the event of force majeure, as stipulated in art. 8, paragraph 3 of these General Terms and Conditions, the Provider will never be responsible for any damage of any kind.

Paragraph 8. With the exception of cases where it is established otherwise, in writing, all complaints, legal claims under the Contract and these General Terms and Conditions will lapse after one year from the date of delivery.

Art. 15 Return of rented or borrowed goods

Paragraph 1. If the Supplier has rented and/or provided goods on loan to the Customer for the fulfillment of the contract, against cost or free of charge, the Customer will return all these goods, in their original condition and without defects, immediately after the termination of the Contract, regardless of the reason. The deadline referred to above is considered the final date.

Paragraph 2. If the Customer does not comply with the obligation from paragraph 1, regardless of the reason for the non-compliance, the Supplier will have the right to recover from the Customer all damages and costs resulting from this, including replacement costs and loss of rent, without prejudice any other damages that are available to the Supplier.

Art. 16 Cancellation of the contract

Paragraph 1. If the Client does not fully fulfill its obligations towards the Supplier, on time or in an appropriate manner, if there has been a suspension of payment from the Client, if he has gone bankrupt or is insolvent, in the event of a merger or if a significant control over his company has been taken over by another person or company, body, all invoices become due and payable immediately and the Supplier will be entitled to dissolve, in whole or in part, all ongoing contracts concluded with the Client, through a written declaration - without requiring any judicial intervention or notification - and the Supplier will be entitled to compensation for all direct and important damages, including loss of profit, without affecting other compensation available to him.

Paragraph 2. In the event that the Supplier, even after being asked to do so in writing, does not fulfill its obligations at all, on time or in an appropriate manner, the Client may cancel the deficient part of the Contract, but without being entitled to ask for compensation for the costs of the sale, and the provisions of Article 10 of these General Terms and Conditions regarding the preservation of the title/right remain valid explicitly.

Art. 17 Litigation/ Applicable legislation/ Jurisdiction

Paragraph 1. These General Terms and Conditions, as well as all Offers and Contracts to which these General Terms and Conditions apply, are governed exclusively by Romanian law. The EU Convention on Contracts for the International Sale of Goods (also known as the Vienna Sales Convention) does not apply.

Paragraph 2. All disputes that arise between the Supplier and the Customer are under the jurisdiction of the competent Court in the county where the Supplier has its registered office.

Art. 18 Other provisions

Paragraph 1. These General Terms and Conditions are available in Romanian.

Paragraph 2. These General Terms and Conditions can be amended by the Supplier (or in any case by SAMDAMGIFTS). The Customer will be notified in writing by the Supplier about the amendments and these amendments will enter into force 30 days after the notification, except for cases where another date is established in the notification. The client hereby agrees with the contents and applicability of these modified General Terms and Conditions, if any, and with the effective date of the notice.

Paragraph 3. If any of the provisions of these General Terms and Conditions is declared void and invalid, or unenforceable in any way, this will not affect the applicability of the other provisions of the Contract and the General Terms and Conditions, in this event the Supplier has the right to replace that provision with another one close to the one declared null and invalid/cancelled, or as the case may be, unenforceable in terms of its objective and purpose.