Terms of Use

1. Introductory provisions:

1.1 These general terms and conditions of sale and delivery, hereinafter referred to as the Seller's TERMS AND CONDITIONS, govern the contractual relations between LAPP CABLE WORKS CLUJ SRL, Strada Orastie nr. 10, Cluj-Napoca, Județul Cluj hereinafter referred to as the Seller, and their beneficiaries, hereinafter referred to as the Buyers.

1.2 All deliveries and services offered to professionals are subject exclusively to these TERMS AND CONDITIONS mentioned below in the text.

If the parties have concluded or conclude a contract after this date or if there is a different provision in the Contract, the clause in the Contract shall apply. These TERMS AND CONDITIONS are an integral part of the contracts concluded between the Seller and the Buyer for the delivery of goods and the provision of services.

1.3 Upon conclusion of the Contract, but no later than upon receipt of the delivery, the Buyer declares that it has taken note of these TERMS AND CONDITIONS and agrees to them. The offer always expressly refers to the current wording of these TERMS AND CONDITIONS and their text is attached. If the Buyer does not raise any objections to the TERMS AND CONDITIONS prior to the conclusion of the contract, these TERMS AND CONDITIONS shall apply without further exception. The Buyer's general terms and conditions shall only apply if the Seller has agreed to them in writing and they are expressly referred to in the contract. Objections, additions or amendments to these TERMS AND CONDITIONS shall only be valid if the Seller has agreed to them in writing and shall only be binding for the respective contract and transaction.

1.4 For the purposes of these TERMS AND CONDITIONS, goods shall mean the materials, products and/or related services specified in the current catalogue or in the Seller's written offer.

2. Conclusion of contracts:

2.1 The contract is concluded after written confirmation of the order for the goods, the order being handed over by the Buyer to the Seller. The Seller shall confirm the Buyer's order within five working days of receiving the order, namely by email, fax or telephone, specifying that these TERMS AND CONDITIONS are attached to the order confirmation. If the Buyer does not communicate its objections to the TERMS to the Seller at the latest by the time of acceptance of the offer or delivery of the order to the Seller, it is understood that it agrees with the TERMS and the contract is considered concluded. If the Seller does not confirm the Buyer's order, it shall be understood that the Seller is not interested in concluding the contract. The contract shall always be considered concluded when the Buyer takes delivery of the goods.

2.2 The Buyer's order must include, in particular:
a) the type and name of the goods requested, the Buyer being obliged to indicate the product code from the catalog or written offer, in which regard the Buyer is advised to pay close attention when entering the codes in the order; b) the quantity of goods requested; c) the requested delivery date; d) the place of delivery of the goods (if the place of delivery is not specified, the delivery conditions in these TERMS AND CONDITIONS shall apply); e) the identification of the Buyer and the person authorized to represent the Buyer; f) the signature of the Buyer or the person authorized to represent the Buyer, if the order is not sent electronically.

2.3 If the Seller submits the offer to the Buyer with these terms and conditions attached, the contract is concluded when the Buyer's acceptance of the offer is delivered to the Seller. The Seller's offers are valid for 2 days from the date of their submission to the Buyer, unless otherwise stated in the offer.

2.4 Information provided prior to receipt of offers in the course of their processing (orders for special cables, e.g. data from supplementary text information, sketches, cable samples, conductor samples), including data on operating properties, consumption data, and other individual data, is only binding if confirmed by the Seller at the same time as the order is confirmed by the Buyer or later, namely in writing.

2.5 The Buyer assumes full responsibility for the selection of the products it orders, and the Buyer is obliged to verify that the technical specifications of each product ordered meet its needs.

2.6 If the Seller informs the Buyer that it does not have the goods requested in the order and sends a new offer that includes alternatives to the goods requested by the Buyer, the Buyer is obliged to verify whether the technical specifications of the goods included in the new offer correspond to its needs and to order these products if it so wishes. The Seller's acceptance of the Buyer's new order constitutes a contract, and the Buyer is obliged to pay for the goods ordered.

3. Purchase price and delivery terms:

3.1 The Buyer shall be invoiced at the prices set out in the Seller's offer in force on the date of conclusion of the contractual relationship, i.e. on the date of written confirmation of the order by the Seller or on the date of receipt of the Buyer's acceptance of the Seller's offer, with value added tax added to the prices in the offer.

3.2 Unless otherwise specified in the order confirmation or in the contract, the goods shall be delivered in/on non-returnable packaging for which no additional fee shall be charged. The method of packaging the goods shall be determined by the Seller in accordance with the current packaging standard for the goods in question.

3.3 The Seller reserves the right to change the quantity ordered without the prior consent of the Buyer by a maximum of ± 10% unless the Buyer specifies otherwise in the order. The Seller also has the right, without the prior consent of the Buyer, to decide on the delivery of the goods in several partial lengths, respectively packaging units, according to the current catalog, or to deliver the goods in several installments if not otherwise agreed in advance.

3.4 Copper-containing materials – cables, conductors, cable assemblies, are sold at the price of copper valid on the date of confirmation by the Seller of the Buyer's order or on the date of receipt of the Buyer's acceptance of the Seller's offer, or on the date of conclusion of the contract, to which value added tax is added. Unless otherwise specified, the prices of these materials already include a share of the copper price. The purchase price is increased or decreased by the difference between the base price of copper and the updated monthly price. If other metals (e.g., aluminum, lead) are used to determine the purchase price, a similar calculation of the metal price as for copper shall be used.

3.5 For materials for which no additional price calculation is made, the Seller reserves the right to make price changes in the event of significant changes in raw material prices.

3.6 If, in the period between the conclusion of the contract and delivery, there is an unforeseen increase in the costs of raw materials, materials or transport, or a possible increase in taxes or customs duties, the Seller is entitled to adjust the price in line with these factors only after informing the Buyer. The Buyer is obliged to accept or reject the new prices within 2 working days of receiving the notification. Failure to respond shall be deemed consent, and the Buyer shall be deemed to have validly accepted the new prices. If the order is modified by the Buyer after the conclusion of the contract, the Seller has the right to increase the price by the additional costs required by the modification of that order.

3.7 The goods are delivered by the Seller to the Buyer at the destination within Romania, according to the DAP delivery terms (Incoterms 2010). Other delivery terms (e.g., personal pickup from the Seller's premises) may only be agreed upon with the Seller's consent. For deliveries outside Romania, the delivery terms shall be negotiated individually.

3.8 Unless otherwise specified, the transport of the goods shall be borne by the Seller, only within Romania, for deliveries whose purchase price exceeds the amount of 200 EURO excluding VAT. For deliveries whose total purchase price is less than 200 EUR excluding VAT, in addition to the purchase price invoiced to the Buyer, additional logistics services will be invoiced in the amount of 11.8 EUR for each delivery.

3.9 For cash on delivery shipments, the cash on delivery fee will be invoiced in addition to the purchase price.

3.10 If the Buyer requests delivery conditions other than the standard ones (e.g., express shipping), the Buyer will be charged, in addition to the purchase price, an additional fee equal to the actual costs incurred to fulfill this request.

3.11 If the Buyer requests the delivery of cable lengths other than the standard lengths specified in the Seller's current catalog, the Buyer will be charged, in addition to the purchase price, an additional fee of €14.90 excluding VAT for each cable cut.

3.12 If software applications are delivered with the goods, the Buyer shall be granted the non-transferable right to use these applications. The Buyer is entitled to make one backup copy. Apart from the backup copy, the Buyer is not allowed to copy software applications.

3.13 Prices in EUR are converted into RON at the UniCredit Bank exchange rate valid on the day of invoicing.

4. Delivery time:

4.1 The delivery time is specified in the order confirmation or in the contract.

4.2 The Seller must comply with the delivery time. The Seller shall only make the delivery if the Buyer is not in arrears with the payment of any invoice or has not exceeded the internal credit limit or the credit agreement limit. In the event of late payment, exceeding the internal credit limit, or the contractual credit line, the term of each delivery shall be extended accordingly. In the event of a delay in delivery by the Seller due to its sole fault, the Seller shall pay late penalties of 0.15% for each day of delay, calculated on the value of the delayed products, but not exceeding 10% of the value of the delayed products.

4.3 The Seller reserves the right to change the confirmed delivery date if a circumstance or event arises that the Seller cannot, even with due care, change the course of, or in the event of force majeure, as defined by force majeure in the applicable legislation. These provisions also apply to unforeseen events that may have an impact on subcontractors and for which neither the seller nor the subcontractor is responsible. The Seller is obliged to notify the Buyer of events of force majeure within 10 days of their occurrence. If the Seller fails to inform the Buyer within this period, the Buyer may not unilaterally change the confirmed delivery date.

4.4 If the delivery of goods is postponed at the Buyer's request or if the Buyer fails to cooperate in taking delivery of the goods, or for other reasons attributable to the Buyer, the Seller shall be entitled to charge the Buyer storage costs of at least 1% of the purchase price of the uncollected goods for each calendar month commenced. Storage fees shall represent a maximum of 10% of the total purchase price of the uncollected goods if the Seller does not justify higher expenses.

4.5 Upon delivery of the goods, the Buyer is obliged to confirm receipt of the goods from the carrier by signing the delivery note.

5. Liability for defects:

5.1 The Seller is liable for the goods to comply with the technical parameters and standards specified in the catalog or other technical documentation of the Seller. Other technical parameters must be approved in advance, in writing, by both contracting parties.

5.2 The Seller shall not be liable for defects that arise after the risk of damage to the goods has passed to the Buyer through no fault of the Seller, for damage resulting from improper handling, improper use, or defects caused by the Buyer or third parties, or for defects resulting from improper and unskilled processing, improper handling, or improper storage.

5.3. The Buyer understands and accepts that the goods in the Seller's offer are not intended and cannot be used in direct applications in the aircraft industry, air transport, or aerospace engineering. Therefore, the Seller is exempt from any liability and is not obliged to compensate the Buyer or third parties for any damage suffered if they use the goods in such applications.

5.4 The Buyer is obliged to inspect the goods upon receipt in order to detect any visible defects. If the Buyer fails to comply with this preventive obligation, the Seller shall not be liable for any damage that may occur to the Buyer at a later date after the defects in the goods have been detected.

5.5 Defects in the goods shall be reported by the Buyer to the Seller without delay, in writing, with an exact description of the damage, within 2 days of receipt for apparent defects, or from discovery for hidden defects. The complaint must contain, in particular: the name of the goods, the quantity complained about, an exact description of the defect, the circumstances of its occurrence or discovery, the place and date when the defect was found, and the invoice number.

5.6 For all expenses incurred by the Seller as a result of unfounded or bad faith complaints made by the Buyer, the Buyer is obliged to compensate the Seller for their full value.

5.7. Any complaint or report made after the deadline specified in point 5.5. above will not be taken into consideration by the Seller, who is exempt from any liability, except for the obligations related to the warranty certificate.

6. Quantity differences:

6.1 Quantity differences are considered to be when the actual quantity of goods delivered does not correspond to the quantity stated in the accompanying documents.

6.2 Incomplete deliveries are also considered to be quantity differences.

6.3 In order to determine whether the delivered goods show quantity differences, the Buyer must inspect the goods immediately upon receipt. The Buyer is obliged to note the quantity differences on the delivery note or transport document, or to draw up a report in the presence of the carrier's representative or the Seller's representative in the case of personal collection of the goods by the Buyer from the Seller. These documents are a mandatory condition for the proper registration of the complaint and are an integral part of the complaint form. Without the documents drawn up in this way, the complaint cannot be registered and the Buyer's right to complain will be denied.

6.4 The Buyer is obliged to complain about quantity defects no later than 48 hours after receipt of the goods, otherwise the rights arising from liability for these defects shall expire.

6.5 The Seller has the right to decide, based on the documents submitted, whether the Buyer's complaint is justified or not.

6.6 If the Buyer collects the goods personally from the Seller, the Buyer is obliged to register the complaint regarding quantity differences at the time of receipt of the goods.

6.7 Based on a justified complaint regarding quantity differences, the Buyer has the right to choose between delivery of the missing goods or a reduction in the purchase price. The Buyer is obliged to provide the Seller with its full cooperation throughout the contract period in order to fulfill the General Terms and Conditions of Sale and Delivery of LAPP CABLE WORKS CLUJ SRL.

7. Quality defects:

7.1 In situations relating to the warranty certificate and not covered by the provisions of Article 5.5 above, the Buyer shall report quality defects without delay after their discovery, throughout the warranty period. If the delivered goods show obvious quality defects upon receipt, the Buyer shall be obliged to mention this finding in the transport document or the goods accompanying note, or to draw up a report in the presence of the carrier's representative or the Seller's representative in the case of personal collection of the goods by the Buyer from the Seller. The Buyer must complain about the defective goods in writing, describe the defects, and mention other absolutely necessary information regarding the goods complained about. The complaint form must contain, in particular: the name of the goods complained about, the quantity complained about, an exact description of the defect, the reality of its occurrence or deviation, the place and date when the defect was found, the invoice number to which the goods complained about refer.

7.2 Within 30 (thirty) days of receiving the complaint form, the Seller shall notify the Buyer whether it accepts the complaint or, if the complaint is rejected, the reasons for rejection.

7.3 For the purpose of resolving the complaint, the Seller, or a person authorized by the Seller, has the right to inspect the goods subject to complaint. In expressing its opinion on the complaint, the Seller shall also indicate whether it requests the return of the goods subject to complaint or whether it agrees to their disposal.

7.4 If the complaint needs to be assessed by a specialist expert, the deadline for expressing the defense against the complaint shall be extended by 30 (thirty) days or by a longer period if this is necessary to obtain the results of the specialist assessment.

7.5 In the case of a justified complaint regarding defects that can be remedied, the Seller is obliged to remedy the defect at its own expense within 30 (thirty) days of the complaint being accepted.

7.6 In the case of defects that cannot be remedied and that prevent the use of the goods, the Seller may choose one of the following methods to satisfy the Buyer's rights:
- replacement of the defective goods with non-defective goods. The Buyer is obliged to provide the Seller with the necessary time and cooperation for this solution.
- refund of the purchase price.

7.7 In the case of a justified complaint about defects that cannot be remedied but do not prevent the use of the goods, the Seller may offer the Buyer a reduction in the purchase price corresponding to the nature of the defect complained of. The nature of the defect complained of and the amount of the reduction in the purchase price shall be determined exclusively by the Seller.

7.8 The Seller shall determine exclusively whether the defect can be remedied or not. If the remedy of the defect would involve disproportionately high costs, the Seller shall be entitled to assess the defect as one that cannot be remedied.

8. Warranty for the quality of the goods:

8.1 The Seller guarantees that the goods sold are new and comply with the legal requirements for placing them on the market in Romania. The warranty period for the goods delivered is that specified in the warranty certificate issued by the Seller.

8.2 The Seller shall not be liable to the Buyer for lost profits, lost revenues, loss of use of goods, business interruption, or any other special, indirect, punitive, consequential, incidental, or unforeseen damages, whether arising from the contract. The Seller shall not be liable for any damage caused by the Buyer as an indirect result of the Seller's breach of its obligations.

9. Terms of payment:

9.1 The Buyer undertakes to pay the Seller the purchase price for the goods delivered and services provided, plus VAT.

9.2 Unless otherwise specified on the invoice, the Buyer shall pay the value of the goods in advance, with the proviso that the entire invoiced amount shall be deemed to have been paid when it is credited to the Seller's account at its bank and is at its free disposal.

9.3 The Seller has the right to invoice partial performances of the subject matter of the contract, and the Buyer is obliged to pay this invoice within the due date.

9.4 The Seller has the right to stop/interrupt the delivery of other goods ordered if the Buyer is in arrears with any other invoice or if it has exceeded the internal credit limit or contractual credit limits. The Seller reserves the right to set the credit limit based on an assessment of the Buyer's payment history and creditworthiness.

9.5 In the event of the Buyer's delay in meeting any financial obligations to the Seller, the Buyer shall bear late payment penalties amounting to 0.15% of the outstanding amount for each day of delay. The contractual penalty must be paid by the Buyer within 5 days of the date of notification of payment. Payment of contractual penalties shall not extinguish the Seller's rights to compensation for damages caused by the breach of contractual obligations by the party to which the contractual penalties refer. The Buyer shall be in default if it fails to fulfill its obligation to pay the price on the due date.

9.6 If the Buyer breaches these terms and conditions or agreements in the contract, the Seller shall be entitled to terminate the contract. Termination of the contract does not extinguish the right to contractual penalties and damages.

10. Transfer of ownership:

10.1 Ownership of the products is transferred from the Seller to the Buyer when the Buyer pays the full price of the products.

10.2 The Buyer may not mortgage or transfer as security the goods subject to retention of title.

10.3 The risk of loss or damage to the goods shall pass to the Buyer upon delivery in accordance with the agreed delivery terms.

11. Return of goods:

In principle, the Seller does not accept the return of delivered products that are not defective.

Exceptionally and exclusively as a gesture of goodwill, the Seller may agree to the return of certain products. In this case, the return request must be submitted in advance, in writing. Subsequently, depending on our internal conditions and following a commercial evaluation, the Seller may submit a repurchase offer, if applicable.

The repurchase offer shall be valid for 2 (two) weeks and must be accepted in writing by the Buyer. In the absence of confirmation within this period, the offer shall automatically expire.

12. Special provisions:

12.1 The Seller reserves the property rights and copyrights to the drawings or other documents; the Buyer is not permitted to offer these items to third parties without the express written approval of the Seller. Technical and commercial documentation, the execution of the goods, and the associated costs may change in line with new experiences and technological improvements.

12.2 We reserve the right to make structural changes in the event of technical and technological developments. Data relating to dimensions, weight, etc. are subject to technological and manufacturing deviations.

12.3 The Seller has the right to unilaterally terminate the contract concluded on the basis of these TERMS AND CONDITIONS by written notice, stating the reason, if the Buyer is more than 10 (ten) calendar days late in paying the purchase price or the advance payment of the purchase price, after the agreed deadline or in the event of a flagrant breach of the Contract by the Buyer. In the event of termination of the contract, the contracting parties are obliged to provide the part of the contract already performed. Termination of the contract does not extinguish the right to payment of contractual penalties and compensation for damages. The Seller is also entitled to retain the partial payment made by the Buyer.

12.4 The unilateral declaration of termination of the contract must be in writing and must contain the reason for termination.

12.5 If these conditions lose their validity for any reason, each Party shall be liable to the other Party for all obligations arising before the date of termination of the conditions, and the obligations shall remain in force until their fulfillment, in accordance with these TERMS AND CONDITIONS, as if they had not been terminated.

12.6 The Buyer undertakes to maintain confidentiality towards third parties regarding the terms of the contract concluded between the Seller and the Buyer, as well as the Seller's trade secrets or information that is confidential and not public.

12.7. If, during the term of the contract, the Buyer fails to fulfill its obligation to pay the price on the agreed due date, having outstanding payments for goods already supplied, the Seller shall be entitled to request the return of the delivered and unpaid goods by written notice to the Buyer. Failure to return the goods within 5 working days entitles the Seller to request and collect late payment penalties of 1% per day of delay from the value of the delivered and unpaid goods.

13. Subsequent export of goods and prohibition of re-export to the Russian Federation or Belarus

If the Buyer subsequently exports the goods, the Seller shall not be liable for any damages that may arise to the Buyer in connection with non-compliance with the legal norms of the state to which the Buyer exports the goods.

13.1 [The Importer/Buyer] shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any goods supplied under or in connection with this Agreement that fall within the scope of Article 12g of Council Regulation (EU) No. 833/2014.

[Importer/Purchaser] is prohibited from selling, exporting or re-exporting, directly or indirectly, to Belarus or for use in Belarus, any goods supplied under or in connection with this Agreement that fall within the scope of Article 8g of Council Regulation (EU) No. 765/2006.

13.2 [Importer/Purchaser] shall use its best efforts to ensure that no third party in subsequent stages of the commercial chain, including possible resellers, prevents the achievement of the purpose referred to in paragraph (1).

13.3 [Importer/Purchaser] shall establish and maintain an appropriate monitoring mechanism to detect the behavior of any third party in subsequent stages of the commercial chain, including possible resellers, that could prevent the achievement of the purpose referred to in paragraph (1).

13.4 Any culpable breach of paragraphs (1), (2), or (3) shall constitute a material breach of an essential element of this Agreement, and [Exporter/Seller] shall be entitled to seek appropriate remedies, including, but not limited to: immediate termination of this Agreement for cause and a penalty of 100% of the total net value of the order in question, in which case [the Importer/Purchaser] is expressly authorized to prove that no damage has been incurred or that the damage is substantially less than the penalty.

13.5 [Importer/Buyer] shall immediately inform [Exporter/Seller] of any problems in applying paragraphs (1), (2) or (3), including any relevant activities of third parties that may prevent the achievement of the purpose referred to in paragraph (1). [Importer/Buyer] shall provide [Exporter/Seller] with information regarding compliance with the obligations in paragraphs (1), (2) and (3) within two weeks of a simple request for such information.

14. Applicable law. Disputes

14.1 This contract is governed by Romanian law. Any disagreements arising in connection with the conclusion, interpretation, performance, or termination of this contract shall be resolved by the parties amicably. If amicable resolution of the dispute is not possible, it shall be referred for resolution to the competent court at the Seller's registered office.

14.2 If any clause in this contract is declared null and void or voidable, it shall be removed and shall not affect the validity of the other clauses in the contract. The parties agree that, upon removal of the invalid clause, it shall be replaced by the parties with another clause that corresponds to the will expressed by them at the conclusion of this contract.

15. Final provisions:

15.1 The rights and obligations arising from these TERMS AND CONDITIONS or contracts concluded on the basis thereof and which are not expressly regulated therein shall be governed by the Civil Code.

15.2 The Buyer shall not be entitled to assign or transfer any of its rights arising from the contract concluded with the Seller without the prior written consent of the Seller. The Buyer shall not be entitled to unilaterally offset any of its claims against the Seller against any claims of the Seller against the Buyer.

15.3. If the Seller does not exercise the rights provided for in the Contract, in the event that the Buyer has committed a breach of its obligations or has performed them inadequately or has not performed them within the agreed time limit, this fact may not be invoked as an acceptance thereof or as a waiver of the rights due.

15.4. The Buyer shall conduct its business in a manner that does not affect the good reputation of the Seller and shall not do anything that could damage or denigrate the image or name of the Seller, its associates and/or administrators and/or the brands owned or promoted by it.

15.5. The Buyer undertakes not to violate the provisions and rules relating to unfair competition during the entire term of the Contract, which could in any way impact the Seller's business.

15.6 These TERMS AND CONDITIONS shall take effect on 24.10.2025 and are available to interested parties at the Seller's headquarters in Ilfov, Dragomirești-Deal Village, Dragomirești-Vale Commune, A1 Business Park, Aleea Camilla No. 11, Unit G2.

15.7 The Seller reserves the right to amend these TERMS AND CONDITIONS, to supplement them or to cancel them by issuing new TERMS AND CONDITIONS. The Seller shall not have the right to unilaterally amend, supplement or cancel these TERMS AND CONDITIONS during a complete contractual relationship with the Buyer, namely throughout its entire duration. Similarly, the Buyer shall not be entitled to amend, supplement or cancel the wording of these TERMS AND CONDITIONS, as the wording in force on the date of conclusion of the contract with the Seller shall be binding on the Buyer.

15.8 The contracting parties shall cooperate solely on the basis of these terms and conditions. Any changes to them must be made in writing and expressly approved by the contracting parties.

15.9 If the contracting parties agree on a different wording of any of the points of these TERMS AND CONDITIONS, the validity of the other points shall remain unaffected.