1.1 These General Terms and Conditions ("Terms") apply to all sales of yarns for knitting and weaving industry ("Products") by Transilana SA ("Company") to any purchaser ("Customer").
1.2 By placing an order with the Company, the Customer agrees to be bound by these Terms. Any modifications or deviations from these Terms must be agreed upon in writing by both parties.
2.1 All orders for Products must be submitted by the Customer in writing and are subject to acceptance by the Company.
2.2 The Company reserves the right to reject any order, in whole or in part, at its sole discretion.
2.3 The Customer must provide all relevant technical information, so that the Company can design and produce the right product for the intended use.
2.4 An order shall be considered accepted only when the Company issues a written order confirmation to the Customer. All order confirmations issued by the Company must be signed and returned by the Customer within 5 working days.
3.1 The Company offers sample production of the Products upon request. All costs associated with the production and delivery of samples shall be borne by the Customer.
3.2 The Customer shall provide detailed specifications for the samples, and the Company will use reasonable efforts to produce the samples in accordance with these specifications. However, the Company does not guarantee that the bulk production will be identical to the samples.
4.1 Prices for the Products are as specified in the Company's order confirmation and are subject to change without notice prior to acceptance of the order.
4.2 All prices are exclusive of taxes, duties, and other charges unless otherwise stated. The Customer shall be responsible for any applicable taxes, duties, or other charges.
4.3 Payment terms are as specified in the invoice. Credit terms are subject to cover insurance availability only.
4.4 Invoiced goods will remain the sole property of the Company until paid in full by the Customer.
4.5 Payment delays shall entitle the Company to hold production/shipments until situation is corrected.
4.6 Late payments will incur interest on the outstanding balance from the due date until the date of payment at the rate of 5% over the basic rate of interest of the European Central Bank.
5.1 Delivery dates provided by the Company are estimates only. The Company shall not be liable for any delays in delivery.
5.2 All deliveries are made EXW (Ex Works) Ghimbav, unless otherwise agreed in writing.
5.3 Risk of loss or damage to the Products shall pass to the Customer upon delivery to the carrier at the Company's premises.
6.1 The Customer shall inspect the Products upon receipt and notify the Company in writing of any faults or non-conformities within 30 days of receipt.
6.2 If the Customer fails to notify the Company within the specified period, the Products shall be deemed to be accepted.
6.3 Later on, the Company can be responsible only for hidden faults that cannot be normally detected during processing of the yarn. No more than 5 kg of yarn per each lot will be accepted as claim deduction.
7.1 The international standards in force shall apply with regard to the admissibility of the technically accepted deviations and for the determination of the commercial weight (conditioned weight), including moisture regain, and with regard to the determination of the technical parameters of the yarn.
7.2 Yarns from different lots/batches must be processed separately. The lot numbers will be identified clearly and visibly by the Company on the invoice, packing list and boxes.
7.3 The twisted yarn supplied is manufactured according to the TFO twisting system. The initial sections of yarn on the cones will contain yarn with twist deviation. The Customer must remove yarn from the cone up to the point where the yarn displays the correct turns before joining cones for usage.
7.4 The Company ensures that the dyeing process of its Products meets industry standards for color fastness. However, the actual performance may vary depending on the specific conditions of use and maintenance by the Customer.
7.5 It is the Customer’s responsibility to conduct appropriate testing of the Products for their specific applications and to determine their suitability.
7.6 If the Customer intends to use intense and bright colors in their color combinations, they must inform the Company in advance. This is to ensure that the desired color effects can be achieved and maintained, and to address any potential issues related to color fastness and compatibility.
7.7 The Company will provide guidance and recommendations based on its expertise to help the Customer achieve the best results with intense bright colors.
8.1 The Company warrants that the Products will conform to the specifications provided at the time of order confirmation.
8.2 The Company's liability under this warranty is limited to the replacement of defective Products or a refund of the purchase price, at the Company's option.
8.3 The Company must have the option to have the rejected goods returned.
8.4 The warranty does not cover defects or damages arising from improper use, storage, or handling of the Products by the Customer.
9.1 The Company's liability for any claim arising out of or in connection with the sale of Products shall not exceed the purchase price of the Products.
9.2 The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit or revenue, even if the Company has been advised of the possibility of such damages.
10.1 The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor strikes, or supply chain disruption.
11.1 The sale of Products does not grant the Customer any rights in the Company's trademarks, trade names, or other intellectual property.
11.2 The Customer agrees not to use the Company's trademarks or trade names without prior written consent.
12.1 These Terms shall be governed by and construed in accordance with the Romanian laws.
12.2 Any patrimonial dispute arising from or in connection with this contract, including regarding its validity, interpretation, execution or termination, will be settled by arbitration organized by the Court of Commercial Arbitration attached to the Brasov Chamber of Commerce and Industry, in accordance with the Regulation and Rules of Arbitration Procedure of this Court. The arbitral award is final and binding, the parties agreeing to execute it voluntarily.
13.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.2 The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.3 These Terms constitute the entire agreement between the parties and supersede any prior agreements or understandings, whether written or oral.
01.01.2024