Heat pump distribution contract - international

No. ……../ Date ………….

Heat pump distribution contract
– international –

The contracting parties:

1. SC Termocasa Consulting SRL with headquarters in Bihor county, loc. Oradea, str Zorelelor no. 5, registered at Of. Reg. Com. With no. J05/1116/2020, having unique registration code RO42745087, IBAN account RO58BTRLRONCRT0558602601 opened at the Bank Transilvania, represented by administrator Farcaş Adrian, as PRODUCER,
and
2. …………………..……….., with working point in str. ……………………..……… , no. ….., locality …………….., county…………………….., registered at Of. Reg. Com. …………………………., having a unique registration code ………….., represented by administrator …………………………, tel: …….. ……………… …. as a DISTRIBUTOR.

Art.1 - OBJECT OF THE CONTRACT

1.1 The manufacturer appoints ………………….., to distribute and sell in the territory of ……………….. (without exclusivity clause) the brand heat pump products TERMOCASA water-water or ground-water comfort model with powers between 8 and 22kw and heat pump systems configured from modules between 8kw and 22kw, as well as branded heat pumps TERMOCASA air-water model between 8 and 32kw.

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 can be terminated by any of the contracting parties with a 30-day notice, through a written notification, or it can 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 (on the date of conclusion of this contract, the website: www.termocasa.ro), the price at which the product/products are sold to the MANUFACTURER's other customers, a price that includes any discounts granted by the MANUFACTURER to its customers, on the date on which 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:

• 15% between 3-10 pcs. / year
• 20% between 11-20 pcs. / year
• 25% over 21 pcs. / year

For example: if you start from 0 and reach 15 pcs./year sold, then you will receive 20% for all pumps sold, only for the first 10 pcs. the difference from 15% to 20% is paid on the sale of the eleventh heat pump.

A heat pump is considered sold by a distributor only if the DISTRIBUTOR communicates the customer's data and personally requests (by e-mail, telephone, etc.) the invoicing to the representatives TERMOCASA.

The following year starts from where it left off with the percentage.

THE DISTRIBUTOR WHO MAKES THE SALE MUST ENSURE THE INSTALLATION AND COMMISSIONING OF THE INSTALLATION (if he is not an installer, he can call on a collaborator)

The distributor can request that in exchange for the percentage (eg: if he sells 5 pcs. with a 20% discount, then he has a 100% discount) to receive a FREE heat pump between 8 and 32kw.

The distributor has the obligation (personally or through collaborators) to remedy any technical problem occurring at the final client's installation within 72 hours of the client's notification, otherwise the manufacturer may unilaterally terminate the contract in force.

The selling price to the DISTRIBUTOR is firm, it is expressed in lei at the BNR exchange rate on the day of confirmation and payment of the order and does not include transport and shipping costs, as well as other costs related to the installation, assembly or commissioning of the requested products.

3.3 Payment of the products/product ordered by the DISTRIBUTOR will be made in full when the firm order is placed.

Art. 4 – OBLIGATIONS OF THE PARTIES

4.1 The MANUFACTURER undertakes the following:

a) To provide the DISTRIBUTOR with the products for sale in the territory at the sales price agreed in Art.3, the assortments and quantities established on the basis of the order signed and stamped by him.

b) When the MANUFACTURER will be able to offer for sale in the territory, any new product in the category of heat pumps that it manufactures, the DISTRIBUTOR will be able to contact him and benefit from discounts under a new contract or an annex to the current one contract, by mutual agreement.

c) To provide the DISTRIBUTOR with sales promotion materials:

• free of charge – technical support in electronic form (images at a resolution sufficient for the creation of advertising materials, brochures, leaflets, etc.) in order to create advertising material (brochures, leaflets, posters, banners, billboards, advertising in electronic form, etc. ).
• for a fee - upon 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 MANUFACTURER.

d) To provide the DISTRIBUTOR with the technical documentation necessary for the delivery and commissioning of the ordered equipment (products).

4.2 The DISTRIBUTOR undertakes the following:

a) To inform the MANUFACTURER in writing about the complaints that the DISTRIBUTOR cannot satisfy regarding the products, together with the names and addresses of the persons making such complaints.

b) To pay the contract price under the conditions of Art. 3

Art. 5 – METHOD OF WORK

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 conduct all discussions and negotiations with the customer, verbally or in writing, without the direct involvement of the MANUFACTURER.
• The MANUFACTURER cannot be involved in the written or verbal discussions between the customer and the DISTRIBUTOR.

5.2 Within the delivery period established by the order confirmation, the products will be delivered as follows:

• raised by a delegate of the DISTRIBUTOR based on the signed and stamped delegation
• the shipment will be made by a courier company or transport company.

In both cases, the MANUFACTURER is responsible for the goods until they leave the warehouse from which the delivery is made, respectively until the goods are handed over to the DISTRIBUTOR's delegate or the courier company/transport company, until their own warehouse, respectively the destination location.

5.3 In the case of the delivery of the products by the DISTRIBUTOR's representative, upon picking them up from the MANUFACTURER, the parties will proceed to the quantitative reception.

5.4 In the case of delivery of the products through a courier company/transport company, it is considered that the courier company/transport company's acceptance of the products for delivery to the DISTRIBUTOR is equivalent to a quantitative acceptance without objection.

Art.6 – CONTRACTUAL LIABILITY

6.1 The DISTRIBUTOR is obliged to pay the full value of the goods to the MANUFACTURER by payment order or cash.

6.2 The products will be delivered by the MANUFACTURER after full payment by the DISTRIBUTOR and payment confirmation by the MANUFACTURER's bank.

6.3 In case of non-payment, if a payment deadline is established by mutual agreement, penalties of 0.15%/day will be calculated for the unpaid amount with the possibility that it may exceed the amount of the outstanding debit on which they are calculated.

6.4 Non-compliance with payment obligations by the DISTRIBUTOR leads to his being obliged to pay in full in advance for the products to be ordered in the future or to the termination of this contract.

Art. 7 – GUARANTEES

7.1 The MANUFACTURER guarantees its products for the period mentioned in the Warranty Certificate provided. The Distributor's customer can opt for the Standard Warranty or the Limited Warranty at no additional cost. The MANUFACTURER's obligations under the warranty will be limited to the repair or replacement of any parts that prove defective under normal use.

7.2 This warranty does not apply to any product or parts of the product which have been subject to accident, neglect, alteration, abuse or misuse, or to items which are consumed in operation, which have a life span shorter 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 MANUFACTURER's official website: https://termocasa.ro/ro/) by the final customer of the DISTRIBUTOR, he will be able to benefit from the extended warranty from the MANUFACTURER after paying it. The extended warranty payment will be made by the final customer of the DISTRIBUTOR, directly to the MANUFACTURER's account, adding the extended warranty (Premium Warranty) to the initial warranty. 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 execution of this contract they may obtain confidential information of the other party.

8.2 None of the parties, 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 confidential information of the contractor to third parties.

Art.9 - TERMINATION OF THE CONTRACT

9.1 This contract can be terminated by either party in case of non-performance or improper performance by the other party of the assumed contractual obligations, without the intervention of the court and without delay, with payment of the outstanding mutual obligations until the date of termination of the contract, by means of a notification sent in writing at least 30 days before the date of termination.

Art. 10 – FORCE MAJEURE

10.1 Force majeure exempts the contracting parties from fulfilling the obligations assumed by this contract, during the entire period in which it acts.

10.2 Force majeure means an event independent of the will of the parties, unforeseeable 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 ascertained by a competent authority.

10.3 The execution of the contract will be suspended during the period of 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 at its disposal in order to limit the consequences.

Art.11 – TERMINATION OF THE CONTRACT

11.1 This contract terminates:

• By termination, under the terms of art. 9 of this contract.
• If one of the parties assigns its rights and obligations provided for in this contract without the prior written consent of 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 not have any effect on the obligations already due between the contracting parties.

Art. 12 – COMMUNICATIONS

12.1 Any communication between the parties, regarding the fulfillment of this contract, must be sent in writing.

12.2 The transmission by mail will be accompanied by the confirmation of its complete dispatch, in accordance with the technical coordinates of the equipment used for the transmission.

12.3 For the PRODUCER, communications are made at phone number: 0784 040 000 postal address: Bihor county, Oradea street, str. Zorelelor, no. 5, contact person: Farcaş Adrian, e-mail: contact@termocasa.ro or farcas_adrian@hotmail.com

12.4 For the DISTRIBUTOR, communications are made at no. phone number: …………….., postal address: str. …………….., no…………, town …………., county ………, contact person: ……….. E-mail………

12.5 If the notification is made by post, it will be sent by registered letter, with confirmation 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 one on which it was sent.

12.7 Verbal notifications are not taken into account in the execution of this contract, if they are not confirmed through one of the methods provided in the previous paragraphs.

12.8 The parties undertake to communicate, mutually and in time, any changes to the data in the contract, under the penalty that they are not taken into account when assessing the manner of execution of the contract.

Art.13 – APPLICABLE LAW, RESOLUTION OF DISPUTES

13.1 Romanian legislation in force is applicable to this contract.

13.2 Any dispute arising from or in connection with this contract, including regarding its conclusion, execution or termination, if it cannot be resolved amicably through the representatives of the parties, will be settled by the competent courts.

Art.14 - MODIFICATION OF THE CONTRACT

14.1 The modification of this contract is done only through an additional deed concluded between the contracting parties.

Art.15 - MISCELLANEOUS CLAUSES

15.1 This contract is completed with the legal provisions applicable in the matter.

This contract was concluded today, .. ……………, in 2 (two) copies, one for each party.

MANUFACTURER: DISTRIBUTOR:

SC Termocasa Consulting SRL SC ………………………………………

By administrator Farcaş Adrian By administrator …………….……