INTERNATIONAL DISTRIBUTION CONTRACT
NR .. Data / Data ……
1. SC Termocasa Consulting SRL with headquarters in Bihor county, Oradea place, Zorelelor street, no. 5, registered at the trade register J05 /1116/2020, with unique registration code RO42745087, account IBAN RO58BTRLRONCRT0558602601 open at the Bank Transilvania., represented by administrator Farcas Adrian, as MANUFACTURER, and
2. ……… .., with working point in str. ………, no. … .., locality ……… .., county ………, country: ……… ..registered at the trade register ……………., Having a unique registration code ………… .., represented by administrator… ……, tel: …… .. email: ………………… as a DISTRIBUTOR.
Art.1 - OBJECT OF THE CONTRACT
1.1 The manufacturer appoints ………………… .., to distribute and market in the territory ...................... (specify country or region) , (with or without ) exclusivity clause brand heat pump products TERMOCASA water-water or ground-water comfort model with powers between 8 and 22kw, as well as brand heat pumps TERMOCASA between 6 and 24kw air-water model, and if the distributor orders and pays from the supplier less than 2 heat pumps in the first 6 months or less than 5 heat pumps in 12 months he will lose the exclusivity clause or the right to extend the contract after expiration.
Art.2 - DURATION OF THE CONTRACT
2.1 This contract is concluded for a period of 12 months, starting from the date of its signing and may be terminated by either Contracting Party with 30 days notice by written notice in case of breach of contract or may be extended with the agreement of the parties. .
Art.3 - PRICES AND PAYMENT METHODS
3.1 The reference price will be the price with VAT from the official website of the MANUFACTURER (at the date of concluding this contract, the website: https: //termocasa.ro / ro /), the price at which the product / products are sold to the other customers of the MANUFACTURER, price that includes the possible discounts granted by the MANUFACTURER to its customers, on the date when the firm order is launched and paid in full by the DISTRIBUTOR.
3.2 The selling price to the DISTRIBUTOR will be calculated from the reference price to which a discount will be applied, as follows:
- THE DISTRIBUTOR will purchase and pay in full the first 3 heat pumps at the MANUFACTURER's list price during 12 consecutive months, after which it will receive a fourth brand heat pump free of charge. TERMOCASA water-water or ground-water comfort model with powers between 8 and 22kw, as well as brand heat pumps TERMOCASA between 6 and 24kw air-water model
- The following brand heat pumps TERMOCASA purchased by the DISTRIBUTOR will benefit from a 25% discount each or it will be possible to keep the initial bonus scheme, for every 3 heat pumps purchased and paid in full at the list price of the MANUFACTURER during 12 consecutive months will receive free of charge
fourth brand heat pump TERMOCASA water-water or ground-water comfort model with powers between 8 and 22kw, as well as brand heat pumps TERMOCASA between 6 and 24kw air-water model.
The sale price to the DISTRIBUTOR includes VAT or in case of external invoices it will be possible to invoice without VAT if the buyer (distributor) is a VAT payer and appears in the European VIES system, is expressed in euro or lei at the NBR exchange rate on the day of confirmation and payment. and does not include transportation and shipping costs, as well as other costs related to the installation, assembly or commissioning of the requested products.
3.3 The payment of the products / product ordered by the DISTRIBUTOR will be made in full at the launch of the firm order.
3.4 The distributor can benefit from a branded heat pump Termocasa for the sample as follows:
-Initially it will pay the heat pump at full price and when purchasing 6 heat pumps (for a fee) it will receive back the value of the heat pump (sample) or it will be able to order another heat pump and the value of the sample will decrease.
Art.4 - OBLIGATIONS OF THE PARTIES
4.1 The MANUFACTURER undertakes to:
a) To supply to the DISTRIBUTOR the products for sale in the territory at the sale price agreed in Art.3, the assortments and the quantities established based on the order signed and stamped by him.
b) When the MANUFACTURER will be able to offer for sale in the territory, any new product from the category of heat pumps that he manufactures, the DISTRIBUTOR will be able to contact him and will be able to benefit from discounts under a new contract or an annex to the current one. mutual agreement.
c) To provide to the DISTRIBUTOR the sales promotion materials:
-free- technical support in electronic form (images at a sufficient resolution for making advertising materials, brochures, leaflets, etc.) in order to make material for advertising (brochures, leaflets, posters, banners, billboards, advertising in electronic form, etc. ).
-for a fee, at the request of such materials by the DISTRIBUTOR, in a format other than electronic, or as a bonus for sales results - brochures, leaflets, posters or other advertising or promotional materials that are regularly available to other distributors of the MANUFACTURER.
d) To provide to the DISTRIBUTOR the technical documentation necessary for the delivery and commissioning of the ordered equipment (products).
4.2 THE DISTRIBUTOR undertakes to the following:
a) To inform in writing the MANUFACTURER about the claims that the DISTRIBUTOR cannot satisfy regarding the products, together with the names and addresses of the persons who make such claims.
b) To pay the contract price under the conditions of Art. 3
Art.5 - The way of working
5.1 THE DISTRIBUTOR sends the order to the MANUFACTURER by e-mail and the order confirmation will be received in the same way.
- THE DISTRIBUTOR must have all discussions and negotiations with the client verbally or in writing without the direct involvement of the MANUFACTURER.
- THE MANUFACTURER may not be involved in written or verbal discussions between the customer and the DISTRIBUTOR.
5.2 Within the delivery time established by order confirmation, the products will be delivered as follows:
- picked up by a DISTRIBUTOR delegate based on the signed and stamped delegation
- the shipment will be made through a courier company or transport company.
In both cases, the responsibility for the goods belongs to the MANUFACTURER until the exit from the warehouse from which the delivery is made, respectively until the delivery of the goods to the DISTRIBUTOR's delegate or the courier company / transport company, to its own warehouse, respectively destination.
5.3 In case of delivery of the products by delegate of the DISTRIBUTOR, on the occasion of their collection from the MANUFACTURER, the parties will proceed to the quantitative reception.
5.4 In case of delivery of the products through a courier company / transport company, it is considered that the acceptance of the courier company / transport company of the products for delivery to the DISTRIBUTOR is equivalent to a quantitative reception without objections.
Art.6 - CONTRACTUAL LIABILITY
6.1 The DISTRIBUTOR is obliged to pay in full the value of the goods to the PRODUCER by payment order or cash.
6.2 The products will be delivered by the MANUFACTURER after full payment by the DISTRIBUTOR and confirmation of payment by the MANUFACTURER's bank.
6.3 In case of non-payment, if a payment term is established by mutual agreement, penalties of 0.15% / day will be calculated for the unpaid amount with the possibility that it will exceed the value of the outstanding debt on which they are calculated.
6.4 Failure to comply with the payment obligations on time by the DISTRIBUTOR leads to its obligation to pay in full in advance of the products to be ordered in the future or the termination of this contract.
Art.7 - GUARANTEES
7.1 The MANUFACTURER guarantees its products for the period mentioned in the Warranty Certificate made available. The Distributor's Customer may opt for the Standard Warranty or the Limited Warranty at no additional cost. The MANUFACTURER'S obligations under the warranty shall be limited to the repair or replacement of any parts that prove to be defective under normal conditions of use.
7.2 This warranty does not apply to any product or part of the product that has been the subject of an accident, negligence, modification, abuse or misuse, or to items that are consumed in operation, which have a shorter lifespan than the warranty period.
7.3 Depending on the express request of the Extended Warranty (Premium Warranty - in the form and under the conditions present on the official website of the MANUFACTURER: https: //termocasa.ro / ro /) de
to the final customer of the DISTRIBUTOR, he will be able to benefit from an extended guarantee from the MANUFACTURER after paying it. The payment of the extended guarantee will be made by the final customer of the DISTRIBUTOR, directly in the MANUFACTURER's account, he attaching to the initial guarantee, the extended guarantee (Premium Guarantee). The amount of the Extended Warranty is not included in the bonus or discount system stipulated in this contract.
Art.8 - CONFIDENTIALITY CLAUSE
8.1 The parties acknowledge that, during the performance of this contract, they may obtain confidential information from the other party.
8.2 Neither party, during the execution of this contract and for a period of 5 (five) years from the termination of the contract, will be able to disclose to third parties confidential information of the contractor.
Art.9 - TERMINATION OF THE CONTRACT
9.1 This contract may be terminated by any party in case of non-performance or improper performance by the other party of the contractual obligations assumed, without court intervention and without delay, with the payment of outstanding mutual obligations until the date of termination of the contract, by notice sent in writing at least 30 days before the termination date.
Art.10 - FORCE MAJEURE
10.1 Force majeure exempts the contracting parties from fulfilling the obligations assumed by this contract, for the entire period in which it acts.
10.2 Force majeure means an event independent of the will of the parties, unpredictable or insurmountable, occurring after the conclusion of the contract and which prevents the parties from performing the obligations assumed according to the contractual provisions. Force majeure is established by a competent authority.
10.3 The execution of the contract will be suspended during the period of action of the force majeure, but without prejudice to the rights of the parties until its occurrence.
10.4 The party invoking force majeure has the obligation to notify the other party, immediately and completely, of its occurrence, and to take any measures available to it in order to limit the consequences.
Art.11 - TERMINATION OF THE CONTRACT
11.1 This contract terminates:
By termination, under the conditions of art. 9 of this contract.
If one of the parties assigns its rights and obligations provided by this contract without the prior agreement, given in writing by the other party.
By agreement of the parties.
For other reasons provided by this contract or by the legislation in force.
11.2 The termination of this contract will have no effect on the obligations already due between the contracting parties.
Art.12 - COMMUNICATIONS
12.1 Any communication between the parties regarding the performance of this contract must be submitted in writing.
12.2 The transmission by mail will be accompanied by the confirmation of its complete shipment, in accordance with the technical coordinates of the equipment used for transmission.
12.4 For the DISTRIBUTOR, the communications are made at the telephone number: …………… .., postal address: str. …………… .., nr …………, locality …………., Jud. ………, contact person: ……… .. Email ………
12.5 If the notification is made by post, it will be sent by registered letter, with acknowledgment of receipt and is considered received by the recipient on the date mentioned by the receiving post office, on this confirmation.
12.6 If the information is sent by fax, it is considered received on the first working day after the day on which it was sent.
12.7 Verbal notifications shall not be taken into account in the execution of this contract, unless they are confirmed by one of the modalities provided in the previous paragraphs.
12.8 The parties undertake to communicate, to each other and in time, any changes in the data of the contract, under the sanction that they should not be taken into account in assessing the execution of the contract.
Art.13 - APPLICABLE LAW, SETTLEMENT OF DISPUTES
13.1 The Romanian legislation in force is applicable to this contract.
13.2 Any dispute arising out of or in connection with this contract, including with respect to its conclusion, execution or termination, if it cannot be settled amicably by the representatives of the parties, shall be settled by the competent courts.
Art.14 - MODIFICATION OF THE CONTRACT
14.1 The modification of the present contract is made only by an additional act concluded between the contracting parties.
Art.15 - MISCELLANEOUS CLAUSES
15.1 This contract is completed with the applicable legal provisions.
This contract was concluded today, …………… 2021, in 2 (two) copies, one for each party.
SC Termocasa Consulting SRL SC ……… ..
By administrator Farcas Adrian By administrator ………
To sign each page of the contract !!!