Terms and conditions of collaboration

Automation B V A srl.

Terms and conditions for the supply of goods and / or services.

1. INTERPRETATION:

1.1 In these conditions, the following definitions apply:

(a) Business Day: a day (other than a Saturday, Sunday or a public holiday).

(b) B V A products: goods manufactured by the company and inscribed with the company brand.

c) Company: Automatizari B V A srl, C U I. 39254225, J8/970/2018.

Company address: Mun codlea, srt. Long no. 160, app. 2, Jud. Brasov, Romania.

(d) Contract: the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these conditions.

(e) Customer: the legal entity that purchases the Goods and/or Services from the Company.

(f) Force Majeure Event: means an event not directly controlled by the Company, including but not limited to strikes, lockouts or other industrial disputes (whether involving the Party's workforce or any other party), failure of a utility service or transportation network,, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or non-payment of suppliers or subcontractors.

(g) Merchandise: B V A Products and/or Products from third-party manufacturers (or any accessory thereof).

(h) Product specifications: any description of the Goods, including any relevant sketch thereof, technical sheet or user manual.

(i) Intellectual Property Rights: all patents, invention rights, designs, copyrights and related rights, trademarks, service marks, web domain names, (including know-how and trade secrets) and any other rights intellectual property, whether registered or unregistered, including all applications and renewals or extensions of such rights.

(J) Order: the Customer's order for the delivery of Goods and/or Services, as provided in the price offer, by telephone or via the website.

(k) Services: the installation and/or repair and/or maintenance of the Goods (if necessary and agreed) by the parties as set out in the order.

(l) Products from third-party manufacturers: goods manufactured and / or supplied by third parties and resold by the Company as a supplier or distributor.

(m) Website: the website www.bva-romania.com managed by Automatizari B V A srl. and any other website (or websites) operated by the company.

1.2 The method of sending an entry includes: social networks, e-mail and registered letter.

1.3 Any words that include a similar expression or any other similar expression shall be construed as illustrative and shall not limit the meaning of the words, description, definition, expression or term preceding those terms.

2. BASIS OF THE CONTRACT:

2.1 The Order constitutes an acceptance of a price offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The order will be considered accepted only when the customer accepts the price offer and implicitly pays the fiscal invoice / proforma invoice / advance invoice, at that moment and on which date the Contract will enter into force.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by/or on behalf of the Company, which is not set out in the Agreement.

2.4 All sketches, drawings, descriptive or advertising materials issued by the Company and any description of goods contained in catalogues, brochures or the Website

are issued or published to the Company for the sole purpose of giving an approximate idea of the Goods described therein. They are not part of the contract and have no contractual force.

2.5 These Conditions apply to the Contract, excluding any other conditions that the Client wishes to impose or incorporate or that are imposed by trade, customs, practices.

2.6 Any quote provided by the Company does not constitute an offer and may be withdrawn at any time.

3. GOODS:

3.1 The goods are described in the company's price list and on the website, the Customer can access the technical data sheets or the user manual of the products on the website and can ask for additional information by contacting the Company.

3.2 To the extent that the goods are to be manufactured in accordance with a specification provided by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and other professional expenses) borne by the Company, for any claim against the Company, for the actual or alleged infringement of the rights of intellectual property of a third party.

This clause will lead to the termination of the Contract.

3.3 The Company reserves the right to modify the specifications of the Goods, following an applicable legal or regulatory requirement.

3.3 The Company may request payment of the Goods in advance (total or partial).

4. DELIVERY OF GOODS:

4.1 Unless the goods will be picked up by the Customer from the Company's premises, the Company will deliver the Goods to the location established in the Order (or to another location indicated by the Customer). The Company delivers the Goods within 30 days of the date on which the Company sends the Customer by e-mail confirmation of acceptance of its Order (or such longer period as the parties may agree).

4.2 Except as provided in clause 4.4 (a,b), the date indicated for the delivery of the Goods is approximate, and the delivery time is not essential.

4.3 The delivery of the Goods will be made upon the arrival of the Goods at the Customer's premises or at another delivery address specified by the Customer or upon completion of the loading of the Goods at the Company's premises from where the Customer picks up the Goods (as the case may be).

The Company shall not be liable for any delay in the delivery of the Goods or Services which is caused by a force majeure event or where the Customer has not provided the Company with adequate delivery instructions or other instructions relevant to the provision of the Goods and/or Services.

4.4 If the Company does not meet the 30-day delivery deadline for any Goods, then the Customer may cancel the order if:

(a) delivery within the delivery time was essential (taking into account the relevant circumstances); or

(b) The Customer has communicated to the Company in writing, before accepting the Order, that delivery within the delivery period is essential.

4.5 In the event that the Company fails to deliver the Goods and the Customer chooses to cancel the Order for late delivery in accordance with Clause 4.4, the Company's liability shall be limited to the reimbursement of the price paid for the Goods and for their transport costs by the least expensive method, (If the Customer chooses the return method alone (although according to the law, the maximum refund will be the cost of delivery by the least expensive delivery method offered by the Company, then the Customer will bear the costs of the transport).

The Company shall not be liable for any delay in the delivery of the Goods to the extent that such failure is caused by a force majeure event, the Customer's failure to provide instructions for delivery of the Goods or inadequate access for delivery or any inaccurate instructions relating to delivery of the Goods, non-payment or partial payment of the goods.

4.6 If the Customer does not accept or receive the Goods or does not pay for the Goods in full within 30 working days of the Company sending the notification that the Goods are ready for delivery, unless such failure or delay is caused by a force majeure event or by the Company's non-compliance with its obligations under the Contract, then:

(a) the delivery of the Goods will be considered completed at 9:00 a.m. on the following working day;

(b) The Company may charge the Customer, fees for storage, handling, transport.

(d) The customer waives the advance payment;

(e) The Company may resell / capitalize part or all of the Goods.

4.7 Any person who accepts delivery to the Customer's premises or to the agreed delivery address, under private signature, will be considered to have the Customer's authority to accept the Goods. The Customer is responsible for any additional delivery costs if the Company cannot deliver because of the Customer or any other person designated by him, who is not available to accept the delivery.

4.8 The Customer has no right to reject the Goods if the Company delivers up to 5% more or less than the quantity of goods ordered, but an adjustment will be made to the order invoice after receiving notification from the Customer of the wrong quantity of the Goods.

4.9 Damages caused in transit to the Goods (or any part thereof), which is evident through a reasonable inspection upon delivery, must be immediately notified to the Company in writing and recorded on the carrier's documents at the time of delivery. The Company shall not be liable for non-delivery or delivery of damaged goods unless the Customer has notified the Company in accordance with this clause 4.9. If the transportation of the Goods falls under the responsibility of the Customer by appointing the carrier, then the Company is exempted from any liability regarding the deterioration of the Goods during transportation.

4.10 The Company may deliver Good tranches, which will be invoiced and paid for separately. If the Company delivers the Goods in installments for operational reasons or for lack of stock, the Customer will not be charged additional delivery costs for this. If the Customer requests the Company to deliver the Order in installments, the Company reserves the right to charge the Customer additional delivery costs. Each installment constitutes a separate contract. Any delay in delivery or defect in one installment does not entitle the Customer to cancel any other installment.

5 WARRANTY FOR B V A BRAND PRODUCTS:

(a) The Company warrants that, upon delivery and for a period of 12 months from the date of delivery, the B V A Products will conform in all material respects to their description and the applicable product data sheet and will be free from material defects. In the event that some or all of the B V A brand products do not comply with the warranty established in this clause 5, the Company will order, at its discretion, either the return of the value of the good/goods, or repair, or replacement, only if the products have been assembled/used/exploited according to technical data sheets and only if:

(i) The Customer notifies the Company in writing of the defects immediately after their appearance;

(ii) Defects occur due to the quality of materials, design or manufacturing errors;

(iii) B V A brand products that have been declared to be defective are returned to the Company at the Customer's expense in accordance with clause 7.7); and

(iv) where the Customer requires the Company to install the replacement product it will pay for those Services in accordance with clause 9.

(b) The repaired or replaced B V A brand products will be delivered to the Customer at the original place of delivery.

(i) the Customer continues to use these B V A brand products after giving notice in accordance with clause 5 (a) (i);

(ii) the defect occurs because the Customer did not comply with the instructions given orally or in writing by the Company regarding the storage, installation, commissioning, use or maintenance of the B V A brand products or in accordance with good commercial practices;

(iii) The customer modifies or repairs B V A products without the written consent of

Company;

(iv) the defect occurs as a result of premature excessive wear, negligence or poor working conditions;

(v) B V A brand products differ from their description as a result of changes made to ensure they comply with applicable legal or regulatory standards; or

(vi) The goods in question are perishable goods.

(e) If it is found that the examined goods do not have manufacturing or material defects, the costs for the examination and all transport costs to and from the Company shall be borne by the Customer.

(f) With the exception of the provisions of this clause 5, the Company will not have any liability towards the Client regarding the Client's failure to comply with the conditions set out in clause 5.

5.1 PRODUCTS OF THIRD PARTY MANUFACTURERS:

(a) Unless otherwise agreed in writing, the Company does not provide any warranty for the Products of third-party manufacturers, and the Customer shall rely only on the warranty provided directly by the manufacturer of the Third-Party Products.

6. SERVICE RETURN POLICY:

Once the Order has been accepted by the Company in accordance with Clause 2.2, the Goods and Services may not be canceled or returned without the written consent of the Company.

6.1 Return of Goods.

(a) Subject to Clause 6 (above) the Goods may be returned and accepted by the Company:

(i) if the Goods were delivered incorrectly or were not claimed and are returned in perfect condition, including packaging; or

(ii) where the Goods are damaged and are returned in the same condition as when delivered, including packaging, as applicable; or

(iii) if the goods are defective;

(b) a goods return acceptance has been issued by the Company and

6.2 Goods held for more than two weeks can only be returned if they are faulty and under warranty.

6.3 Products that are perishable, subject to batch control or are custom or special orders are excluded from this return policy.

6.4 The Services cannot be canceled after the Company has started providing the Service.

6.5 The services can be interrupted / canceled only in writing and at least 24 hours before the start of the provision of the services.

7. RIGHT OF RETURN AND REFUND FOR INDIVIDUALS:

The company does not carry out trade activities or provide services to individual customers.

8. OWNERSHIP TITLE:

8.1 Title to the goods is not transferred to the Customer until the Company has received payment in full (in cash or payment order) for:

(a ) goods; and

(b) any other goods which the Company has supplied to the Customer for which payment has become due.

8.3 Until the ownership of the goods is transferred to the Customer, the Customer must:

(a) own the Goods.;

(b) store the Goods separately from all other goods owned by the Customer so that they can be immediately identified as the property of the Company;

(d) keep the Goods in perfect condition and keep them insured against all risks;

9. SERVICES - INSTALLATION, APPLICATION, REPAIR AND MAINTENANCE:

9.1 The Company warrants that it will use reasonable care in performing the Services.

9.2 If a part of the Services is performed defectively due to negligence or in violation of the provisions of the Contract or these Conditions, then, at the request of the Client (if the request is submitted to the Company within 6 months of the provision of the Services), the Company will re- perform the relevant part of the Services, always subject to clause 9.4 and clause 15 below.

9.3 The Company has the right to make any changes to the Services that are necessary to comply with any applicable laws or safety requirements and that do not significantly affect the nature or quality of the Services, and the Company will notify the Customer in such cases.

9.4 Any dates for the provision of the Services set out in the Order or otherwise agreed between the parties are estimates only and time will not be of the essence for the performance of the Services.

9.5 The Customer is responsible for ensuring adequate access to the installation site to enable installation. The customer ensures that the land is prepared in all respects for installation and has all the necessary facilities and utilities. If the Client requests a specific completion date, the Company may request access to the place where it is to provide the services outside of normal working hours, in which case the Company will not be responsible for any additional costs incurred by the Client or any third parties.

9.6 The Company reserves the right to charge an additional fee to cover costs incurred if the Customer delays installation by more than one month from the date requested for installation by the Customer in the Order.

9.7 The company will not be liable for any direct/indirect or collateral damages due to the existing, poorly executed installations, improvisations and their excessive wear. 9.8 The company will not be liable for any direct/indirect or collateral damages due to the Client's ignoring/refusal of the advice/suggestions regarding the mandatory safety measures necessary for the proper functioning of the installations and especially regarding the risk of flooding the technical spaces as well as the risk of electrical short circuits, received from the Company.

9.9 The Company can ask, suggest, advise the Client, but cannot oblige him to implement minimum protection and safety systems regarding the risk of flooding of technical spaces, the risk of short-circuiting of electrical installations, as well as other risks.

10 OBLIGATIONS OF THE CLIENT:

(a) to ensure that the Order was prepared correctly and completely;

(b) to cooperate with the Company in all aspects related to the provision of Services;

(c) to provide the Company, its employees, agents, consultants and subcontractors with access to the place where the Company is to provide the services, changing rooms, offices and other facilities reasonably required by the Company to be able to provide the Services;

(d) provide the Company with such information and materials as the Company may reasonably require in order to provide the Services and ensure that such information is accurate in all material respects;

(e) to prepare the place where the Company is going to provide the services;

(f) obtain and maintain all necessary licenses, permissions and consents that may be required prior to the date on which the provision of the Services is to commence;

(g) keep all Company materials, equipment, documents and other property (Company Materials) at the Customer's premises in safe custody and in good condition until returned to the Company and

(h) attend the location of the Services when requested by the Company.

10.1 If the Company fulfills all its obligations with respect to the Services but is prevented or delayed by any act or omission of the Customer or the Customer's failure to comply with any relevant obligation:

(a) The Company has the right to suspend the performance of the Services without limiting its other rights or remedies until the Customer cures the default.

(b) The Company shall not be liable whether for any costs or losses suffered by the Customer arising directly or indirectly from the Company's failure or delay in performing any of its obligations set out in this clause 10.2; and

(c) The Customer owes the Company any costs or losses suffered or borne by the Company, losses resulting directly or indirectly from the Customer's failure to fulfill its obligations.

11. FEES AND PAYMENTS:

Goods

11.1 The price for the Goods is the price set in the Order/offer, verbally or via messaging applications or, if no price is offered, the price set in the Company's published price list on the date of delivery. The price of the goods does not include all costs and charges of packaging, insurance, freight, including dangerous goods tax, as applicable and any other credit or debit card charges levied by the issuer of the credit or debit card used to pay for the Product, the costs and taxes are paid by the Customer when paying for the Goods.

11.2 Subject to any special terms agreed in writing between the Company and the Customer, payment for the Goods shall be made in clear and full funds prior to delivery of the Goods and delivery shall not be effected until payment has been received in full by the Company.

Services

11.3 The rate for the provision of Services is (150 LEI / hour):

(a) the rates are calculated by the hour and by the number of people (workers) performing the work.

(b) the standard hourly rates for each individual person are calculated on the basis of an eight-hour day between 9.00 a.m. and 5.00 p.m., worked on weekdays;

(c) The Company is entitled to charge an overtime surcharge of 150% of the standard hourly rate for any period of time worked by persons it employs to provide the Services on a business day but outside of hours mentioned in clause 11.3 (b)); and double the standard rate on any day which is not a business day: and

(d) The Company is entitled to charge the Customer all expenses reasonably incurred by the personnel that the Company engages in connection with the Services,

including, but not limited to, travel expenses, hotel costs, subsistence expenses and any other expenses related to the cost of services provided by third parties and requested by the Company for the performance of the Services and for the cost of any materials.

(e) the expenses for travel / ascertainment / consultancy will be paid to the Company by the Client in advance and are not the subject of a possible refund, in any case, except when the Company, for its own reasons, cannot or has decided to refuse the travel.

11.4 The Company reserves the right to increase the price of the Goods and/or Services, by notifying the Customer at any time prior to delivery and/or installation, to reflect any increase in the cost of the Goods due to:

(i) any factor beyond Company's reasonable control (including currency exchange rate fluctuations, increases in taxes and fees and increases in labor, material and other production costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to provide the Company with adequate or accurate information or instructions in respect of the Goods.

GENERAL:

11.5 The prices offered will be expressed in Lei, Euro or USD.

11.6 Any granting of credits must be agreed in advance in writing by an authorized representative of the Company. Full payment is due by the due date.

11.7 The Company has the right to withdraw the credit at any time by notifying the Customer in writing, in which case all sums owed to the Company by the Customer will become immediately due.

11.8 The Company will invoice the Customer for the Goods and/or Services. The Customer shall pay all invoices sent by the Company in full to a bank account designated in writing by the Company.

11.9 Without limiting any other rights or remedies of the Company, if the Customer fails to make a payment due to the Company under the Contract by the due date, the Company shall be entitled to charge interest on the overdue amount at the rate of 4 percent per annum above interest legal of the national bank that accumulates daily from the due date until the date of actual payment of the outstanding amount.

11.10 The Customer shall pay in full the sums due under the contract, without any deduction or withholding, except as provided by law, and the Customer shall have no right to claim credit, set-off or claim against the Company to justify the withholding of any such amount in whole or in part. The company can, without limiting its other rights or remedies, set off any amount owed by the Customer against any amount owed by the Company to the Customer.

12. INTELLECTUAL PROPERTY RIGHTS:

12.1 All intellectual property rights arising in / or arising from / in connection with the Goods and services are owned by the Company.

13. PRIVACY:

13.1 Each party undertakes not to disclose to any person at any time any technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature or any confidential information regarding the other party's business, affairs, customers or customer suppliers (confidential information), unless each party may disclose the other party's confidential information:

(a) to its employees, representatives or advisers who need to know this information in order to fulfill their obligations under this contract. Each party shall ensure that its employees, representatives or advisers to whom the other party's confidential information is disclosed comply with this clause 13.1; and

(b) as required by law.

13.2 All Company Materials are the exclusive property of the Company.

13.3 Neither party shall use any other party's confidential information for any purpose other than to fulfill its obligations under this Agreement.

13.4 Clause 13 will remain in force even after the termination of the Contract.

14. DATA PROTECTION:

The Company processes personal data in accordance with applicable personal data laws, the terms of its privacy policy and, where applicable, the consents it has received from each personal data owner. The Company's privacy policy, available on its website, sets out how and for what purposes the Company manages, collects, uses and transfers personal data. The Client will process the personal data received from the Company in accordance with the laws on personal data and will process this personal data for the purpose provided, will implement the necessary technical and organizational security measures to protect personal information.

15. LIMITATION OF LIABILITY IF THE CLIENT IS A LEGAL ENTITY:

This clause 15 only applies if the customer is a legal entity.

15.1 No provision of these conditions shall limit or exclude the Company's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) violation of the terms provided for in art. 5 of Government Decision no. 1.022/2002 regarding the regime of products and services that may endanger life, health, work safety and environmental protection;

(d) violation of the terms stipulated in art. 5 of Law no. 449/2003 of 12/11/2003 Version updated on 12/27/2008;

15.2 Except as provided in these conditions, all warranties, conditions and other terms implied by statute or at common law are, to the extent permitted by law, excluded from the contract.

15.5 This clause 15 will remain valid even after the termination of the Contract.

16. TERMINATION OF THE CONTRACT:

16.1 Without limiting the other rights or remedies, the Company has the right to suspend the provision of Services or all subsequent deliveries of Goods under the Contract or to terminate the Contract or any other agreement between the Customer and the Company if:

(a) The Customer does not pay the amounts due under the Contract on the due date; or

(b) willfully or intentionally violates the provisions stipulated in the Contract.

17. CONSEQUENCES OF CONTRACT TERMINATION:

Upon termination of the contract for any reason:

(a) The Customer shall immediately pay the Company all invoices and unpaid interest for the Products and Services delivered.

(b) The Customer shall return all Materials to the Company and any Goods that have not been paid for in full.

(c) Until they are returned, the Customer will be solely responsible for keeping them safe and will not use them for any purpose that is not related to this Agreement;

(d) the rights and remedies of the parties at the time of termination shall not be affected, including the right to seek damages for any breach of contract that existed on or before the date of termination or expiration

18. WEBSITE:

18.1 Company website:

(a) Upon request and at its sole discretion, the Company may provide the Customer with an individual password to access the Website. It is the sole responsibility of the Customer to

keep this password safe. The Company will not be responsible for misuse of the password and the Customer assumes full responsibility for orders placed under their password.

(b) browsing the Website is governed in all respects by the published "terms and conditions". on the home page.

(c) The Company reserves the right to modify, suspend or withdraw any part of the Site. Access to the site may be denied, at the sole discretion of the Company, to any Customer who violates these "terms and conditions".

(d) The Company, its directors, employees and other agents shall not be liable for damages of any kind, direct, indirect, special or consequential damages, loss of revenue or profits, loss or corruption of data, or damage to the property or claims of third parties, arising out of or in connection with the Customer's use of its website.

(e) Customers' attention is directed to the Company's privacy policy

found on the site and governing its access and use.

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