Terms and Conditions


GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of CERTO DISTRIBUTION S.R.L.

Article 1 Applicability
1.1 Pursuant to these general terms and conditions of sale and delivery of CERTO DISTRIBUTION S.R.L. (“GTC”), “Product” or “Products” are understood to mean: office supplies and/or equipment within the broadest meaning of the words offered or supplied by CERTO DISTRIBUTION S.R.L. (“CERTO DISTRIBUTION”), a Romanian company, having its registered office in Bucharest, Romania, fiscal registration number RO40471228, registered with the Trade Registry under no. J40/737/2019.
1.2 These GTC are applicable to all offers and/or agreements for the supply of Products (each agreement being referred to hereunder as “the Agreement”), made to or entered into by CERTO DISTRIBUTION with a third party (hereinafter “the Customer”) as well as to the performance thereof. Unless otherwise agreed upon in writing, any purchase order (“Purchase Order”) placed by the Customer is subject to these GTC, and form an integral part of the Agreement concluded by CERTO DISTRIBUTION with its Customers. These GTC supersede all terms and conditions printed on or incorporated by reference into the Purchase Order form to be filled in by the Customer, if the case. Failure of CERTO DISTRIBUTION to object to the provisions contained or incorporated in any Purchase Order or other writing submitted by Customer, shall not be construed as a waiver of these GTC, nor an acceptance of any terms and conditions of Customer.
1.3 These GTC are applicable with the exclusion of any general terms and conditions employed by Customers or potential Customers. Customer shall be deemed to have expressed and accepted these GTC if Customer submits a Purchase Order, subsequent to these GTC being communicated to the Customer by any means whatsoever.

Article 2 Offers, Purchase Orders and Agreements
2.1 All offers made by CERTO DISTRIBUTION are free of obligation in the sense that issuance of an offer does not imply that CERTO DISTRIBUTION has assumed any contractual obligations. Purchase Orders issued by the Customer are irrevocable.
2.2 CERTO DISTRIBUTION will only be bound to a Purchase Order once it has confirmed that Purchase Order in writing.
2.3 Any inaccuracies in the confirmation of Purchase Orders by CERTO DISTRIBUTION must be communicated to CERTO DISTRIBUTION within 1 day of the date of the confirmation of the Purchase Order, in default of which the confirmation of the Purchase Order will be deemed to reflect the Agreement correctly and the Customer will be bound thereto. The Customer is not allowed to cancel a Purchase Order once confirmed by CERTO DISTRIBUTION.
2.4 These GTC will apply in full and shall constitute an integral part of the Agreement concluded with the Customer. However, these GTC may be amended provided that CERTO DISTRIBUTION and the Customer expressly state in the Agreement derogatory terms and conditions regarding certain aspects established in these GTC.

Article 3 Conformity
3.1 All specifications indicated by CERTO DISTRIBUTION with regard to amounts, colors, dimensions and/or other details concerning its Products will be made with the greatest possible care. However, CERTO DISTRIBUTION cannot guarantee that there will not be any abnormalities. The Customer must check that the Products conform to the amounts and/or other details specified by or agreed with CERTO DISTRIBUTION upon receipt.
3.2 Illustrations, descriptions, catalogues, advertising material and information and offers stated on the website of CERTO INDUSTRIE and in its offers are not binding for CERTO DISTRIBUTION.
3.3 The Customer must ascertain that the Products which he intends to order and/or which he has ordered and the corresponding packaging labels and other relevant information comply with the applicable legislation prescribed with regard thereto in the country of destination. Use of the Products and the conformity with applicable legislation is at the risk of the Customer.

Article 4 Prices
4.1 The prices stated by or agreed with CERTO DISTRIBUTION are net prices, exclusive of VAT, transport costs, import and export duties, excises and other tax or charges imposed or levied with regard to the Products, unless agreed otherwise in written.
4.2 The prices quoted in the confirmation of the Purchase Order shall solely apply for the sale of Products. Additional services, if the case, will be invoiced separately.
4.3. If after an offer or a confirmation of a Purchase Order has been issued by CERTO DISTRIBUTIONS and/or an Agreement has been concluded with the Customer, cost-decisive factors envisaged by CERTO DISTRIBUTION at the moment of the offer/confirmation of Purchase Order should change, by reasons out of the control of CERTO DISTRIBUTION, the Customer shall be entitled to cancel the Purchase Order within a reasonable term. Should the Customer not cancel the Purchase Order within the aforementioned term, CERTO DISTRIBUTION will be entitled to adjust its prices accordingly and the Customer is deemed to agree to pay such adjusted prices.

Article 5 Delivery of Products
5.1 Dates of delivery stated in the offer or confirmation of Purchase Orders are approximate estimates and should not be considered to be strict deadlines. The exceeding of delivery dates will not give Customer the right to suspend the execution of its obligations arising from the Agreement. CERTO DISTRIBUTION shall forthwith give notice to the Customer of any likely delay in delivery of which it becomes aware and give prompt and reasonable notice of the rescheduled delivery date, as agreed with the Customer. However, the Customer will be entitled to terminate the Agreement if and insofar as CERTO DISTRIBUTION fails to execute a Purchase Order within a 14 days additional term starting from the promised date of delivery. During the 14 days additional term, CERTO DISTRIBUTION will not be held to pay any kind of compensation to the Customer for the loss suffered and/or loss of profit. CERTO DISTRIBUTION will only be deemed to be in default after expiry of such an additional term, but will not be under an obligation to pay any kind of compensation to the Customer if default is due to an event out of its sphere of control, such as actions/inactions of its suppliers.
5.2 Unless otherwise expressly agreed in writing, CERTO DISTRIBUTION shall deliver the Products pursuant to ExWorks INCOTERMS 2010.
5.3 The Customer is obliged to take receipt of the Products immediately upon their arrival at their destination. The Customer will ensure that there are sufficient facilities to load and unload the Products and that unloading takes place as swiftly as possible.
5.4 In the event that the Customer fails to take receipt of the Products or fails to collect them or have them collected, for as long as CERTO DISTRIBUTION deems desirable, such Products will be stored at the expense and risk of the Customer. In this case, CERTO DISTRIBUTION will have the right at all times either to demand observance of the Agreement or to terminate the Agreement (without any court intervention or an additional term for performance granted to the Customer), all this without prejudicing its rights to compensation for the loss suffered and loss of profit, including the costs of storage.
5.5 Without prejudicing any of CERTO DISTRIBUTION’s rights, any delivery dates shall be deemed to be extended with the period of time during which the Customer fails to comply with his obligations towards CERTO DISTRIBUTION.
5.6 CERTO DISTRIBUTION is not obliged to honor a request of a Customer for redeliveries or subsequent deliveries of the same Products in the situations presented above at article 5.4. If CERTO DISTRIBUTION does honor such a request, the costs incurred in connection therewith will be at the expense of the Customer.
5.7 CERTO DISTRIBUTION is authorized to perform the obligations arising out of the Agreement in part and to perform partial deliveries and to claim payment of that part of the Agreement that has been performed, if such action would not unreasonably affect the Customer.

Article 6 Force Majeure and Fortuitous Event
6.1. For the purpose of these GTC, “Force Majeure” mean any de facto situation, unpredictable and insurmountable, as well as the causes which objectively renders either CERTO DISTRIBUTION or the Customer impossible to perform its contractual obligations. Such situations include, but are not limited to: natural phenomena, blockades, revolutions, war, nationalization, confiscation, strikes, embargo, mandatory legal provisions enacted after the conclusion of the Agreement.
6.2. Should a Force Majeure situation occur, neither CERTO DISTRIBUTION nor the Customer shall be considered responsible for non-fulfillment or inadequate fulfillment of its contractual obligations, provided that the respective party has attempted to remedy the consequences.
6.3. The party invoking the Force Majeure must notify to the other party the occurrence of the Force Majeure within 5 days from its occurrence, following that a certificate or another document from the competent authority, certifying the Force Majeure to be sent to the other party.
6.4. If the Force Majeure situation does not stop within [7 weeks] from its occurrence, either party is entitled to unilaterally terminate the Agreement by a 10-day notice period.
6.5. For the purpose of these GTC “Fortuitous Event” shall be understood to mean an event that could not have been predicted or prevented. The provisions of articles 6.1. – 6.4. shall apply accordingly.
6.6. If upon commencement of the force majeure or the fortuitous event CERTO DISTRIBUTION has already partially performed its obligations or can only partially perform its obligations under the Agreement, it will be entitled to invoice separately the part already performed and/or the part possible to be performed and the Customer will be obliged to pay the invoice as if it concerned a separate agreement.

Article 7 Defects and complaints
7.1. CERTO DISTRIBUTION guarantees the soundness of the Products it supplies in accordance with that to be reasonably expected by the Customer pursuant to the Agreement. However, should hidden defects nevertheless occur in Products (i.e. defects as a result of manufacturing, material, packaging and/or transport errors), CERTO DISTRIBUTION will fully or partially replace the Products concerned or give a reasonable reduction in the price, all this at the sole option and solely at the discretion of CERTO DISTRIBUTION. This guarantee will only apply to the time period in which CERTO DISTRIBUTION can invoke the guarantee for the Product concerned given by its supplier, but in no event longer than 6 months after delivery of Products.
7.2. Defects arising in or which are (among other things) the result of the following are not covered by the Product guarantee:
i. normal wear and tear;
ii. failure by the Customer (or the Customer’s personnel) to observe instructions regarding the use of Products;
iii. use other than would normally be expected for that Product;
iv. improper maintenance or use by the Customer;
v. works carried out by third parties or by the Customer on the Products, without prior permission in writing given by CERTO DISTRIBUTION;
vi. Products customized and supplied according to designs, drawings or other specifications of the Customer;
vii. Products supplied to CERTO DISTRIBUTION by the Customer with a view to the adaptation or realization of an assignment or used in consultation with the Customer;
viii. Products obtained by CERTO DISTRIBUTION from third parties, insofar as these third parties have not given CERTO DISTRIBUTION a guarantee. Customer will be informed accordingly, if that would be the case.
7.3 The Customer must carefully inspect the Products supplied immediately after reception and notify to CERTO DISTRIBUTION any visible defects, at the risk of forfeiting the right to complain and/or to a replacement.
7.4 Complaints with regard to transportation damage must be noted on the consignment note or delivery note, stating the name and signature of the person having established the transportation damage as well as the name of the driver and the registration number of the lorry, in default of which the consignment note or delivery note will constitute compelling proof to be used against the Customer of the fact that the Products were received in good condition and without transportation damage. The Customer must subsequently notify CERTO DISTRIBUTION of the complaint immediately, by any means of communication stated under the Agreement. Such written complaint must be accompanied by a copy of the consignment note or the delivery note.
7.5 Any complaints with regard to the quantity of Products supplied must be noted on the consignment note or delivery note on delivery, stating the name and giving the signature of the person who has established the varying amount as well as the name of the driver and the registration number of the lorry, in default of which the amounts stated on the consignment note or delivery note will constitute compelling proof to be used against the Customer. The Customer must subsequently notify CERTO DISTRIBUTION immediately by fax or by e-mail of the complaint. Such written complaint must be accompanied by a copy of the consignment note or the delivery note.
7.6 In the event that the Customer files a complaint, it will be obliged to give CERTO DISTRIBUTION the opportunity to inspect the Products or cause the Products to be inspected with a view to establishing the shortcomings concerned. The Customer is obliged to keep the Products which are the subject of the complaint available for CERTO DISTRIBUTION, at the risk of forfeiting all rights to complain and/or to replacement.
7.7 Sold Products can be returned to CERTO DISTRIBUTION only after a return application form has been fully and correctly completed by the Customer and approved for return by CERTO DISTRIBUTION. The form must describe in detail the faults claimed by the Customer.
7.8 Return consignments will only be accepted if the Products are sent back in a single package, if these are clearly recognizable as return consignments and if the packaging of the Products is free of stickers, advertising and printed or unprinted plastic wrapping.
7.9 Products returned as a result of transportation damage will only be accepted by CERTO DISTRIBUTION if the Products are in an original and unopened packaging and have not therefore been used. Products must not suffer any further damage during the transit from the Customer to CERTO DISTRIBUTION’s warehouse.
7.10 It is not possible to return Products of which the sell-by date has expired.
7.11 Products returned which fail to comply with that stipulated in Articles 7.8 to 7.11 or which are not eligible for compensation may be destroyed by CERTO DISTRIBUTION, if not collected by the customer in due time, after written notification is being sent by CERTO DISTRIBUTION.
7.12 If in the opinion of CERTO DISTRIBUTION based on its evaluation, the complaint and return of Products is justified, CERTO DISTRIBUTION will issue a credit note for the Products concerned, or reimburse the money for them to the Customer.
7.13 Products to be returned from more than one Purchase Order must be indicated separately, meaning that separate return forms must be completed.
7.14 The Products will remain at the expense and risk of the Customer at all times during the return procedure.
7.15 The Customer must arrange the transportation of the return consignments and bear the costs incurred in connection thereof itself. Any special return instructions and/or other instructions issued by CERTO DISTRIBUTION in connection with the return of Products must be observed at all times.
7.16 Any defects with regard to a part of the Products supplied will not give the Customer the right to reject or refuse the entire batch of Products supplied.
7.17 The Customer must notify CERTO DISTRIBUTION in writing of any inaccuracies in the invoices of CERTO DISTRIBUTION within 5 days of the date of the invoice concerned, in default of which the Customer will be deemed to have approved the invoice.
7.18 Complaints will not suspend the payment obligations of the Customer arising from the Agreement.

Article 8 Retention of title
8.1 Notwithstanding delivery and the passing of risk, property in and title to the Products shall remain with CERTO DISTRIBUTION until CERTO DISTRIBUTION has received payment of the full price of all Products delivered under the Agreement and all other goods supplied by CERTO DISTRIBUTION to the Customer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the Agreement and all other contracts between CERTO DISTRIBUTION and the Customer.
8.2 In the event that the Customer fails to perform his obligations under these GTC, CERTO DISTRIBUTION will be entitled to recover its Products or to have them recovered at the expense of the Customer.
8.3 The Customer is not entitled to pledge products that have not yet been paid for or to transfer the ownership thereof other than in connection with normal business operations.
8.4 The Customer is obliged to keep the Products supplied under retention of title with due care and as the identifiable property of CERTO DISTRIBUTION.
8.5 The Customer is not entitled to any right of retention vis-à-vis CERTO DISTRIBUTION in respect of the Products supplied by CERTO DISTRIBUTION.
8.6. By derogation from article 14.3 the law governing the provisions of article 8 of these GTC shall be:
– German law, but only if the Customer is a company that is established and functioning under the laws of Germany, with an applicable Retention of Title clause in its simple form and its extensions, including clauses regarding further processing, current accounts/balances and advance assignments;
– English law, but only if the Customer is a company that is established and functioning under the laws of England, Wales, Scotland or Northern Ireland, with an applicable All-Monies Retention of Title clause, under which the goods sold under a particular contract remain the property of the supplier until the buyer has paid for both those goods, and any other goods that have been supplied under any other contract with them.

Article 9 Payment
9.1 Unless agreed otherwise in writing, payment of the invoices of CERTO DISTRIBUTION must be made in advance of the delivery.
9.2 CERTO DISTRIBUTION can offer a term for payment if specific conditions provided in the Agreement are met and is also entitled to obtain a guarantee for payment from third parties, as provided in the Agreement.
9.3 In the event that payment is not received on the due date, without further notice of default being necessary, CERTO DISTRIBUTION will be entitled to a penalty interest of 1.5% per month calculated to the sum of the unpaid amount, as of the due date.
9.4 CERTO DISTRIBUTION shall also be entitled to perform at its sole discretion, remaining deliveries of Products only against advance payment or provision of additional guarantee, and if no such advance payment is made or guarantee provided, within a 15 days time period, it has the right to terminate the Agreement without granting any additional term for performance and without court intervention. This shall not affect any right to claims of compensation as regards delivered Products.
9.5 All costs incurred in connection with the collection of payments due will be at the expense of the Customer.
9.6 The Customer expressly waives all rights to the offsetting of reciprocally payable and outstanding debts. CERTO DISTRIBUTION is authorized at all times to offset the full amount of the debt that it owes the Customer against the outstanding amount that the Customer and/or companies affiliated with the Customer owe CERTO DISTRIBUTION.
9.7 In the event of failure of the Customer to promptly pay an agreed instalment on the due date, the invoice will be fully and immediately due and payable, also in the event that the Customer has gone bankrupt, has requested suspension (or provisional suspension) of payment. In the event that one of the above-mentioned situations arises, the Customer will be under the obligation to notify CERTO DISTRIBUTION hereof without delay.
9.8 Payments made by the Customer will at all times be used to settle the costs due first, then to settle the interest on these costs and on the principal and thereafter to settle the due and payable invoices that have the oldest outstanding due date, even if the Customer states that the payment concerns a later invoice.

Article 10 Advice and representations
10.1 All advice given and statements made by CERTO DISTRIBUTION and specifications, among other things with regard to the properties and characteristics of the Products to be supplied by CERTO DISTRIBUTION are completely free of obligation and are not issued by CERTO DISTRIBUTION as binding information. Such specifications and data shall in no way constitute a quality warranty but merely a description or labelling of products.
10.2 CERTO DISTRIBUTION is not liable for any direct or indirect loss in any form whatsoever and on any basis whatsoever as a result of information and/or advice provided by CERTO DISTRIBUTION.

Article 11 Liability
11.1 With the exception of the provision stipulated in article 7 above, the Customer shall not be able to bring any claims whatsoever vis-à-vis CERTO DISTRIBUTION with regard to the Products supplied by CERTO DISTRIBUTION.
11.2 CERTO DISTRIBUTION is therefore not liable for direct and/or indirect damage, including damage to persons and damage to property, immaterial damage, consequential loss (loss of income, damage arising from lost productivity etc.) and any other damage caused in any way whatsoever, including damage caused by its employees or other persons within its sphere of risk, unless in the event of gross negligence or willful misconduct of CERTO DISTRIBUTION.
11.3 Damage to Products caused by the damaging or destruction of the packaging is at the expense and risk of the Customer.
11.4 Unless expressly accepted by CERTO DISTRIBUTION, all claims vis-à-vis CERTO DISTRIBUTION will cease to exist by the mere passage of a statute of limitation of 12 months as of the time at which the claim concerned arose.

Article 12 Representation
12.1 If the Customer acts on behalf of one or more others, without prejudicing the liability of those other third parties, it will be liable vis-à-vis CERTO DISTRIBUTION as if it was the Customer itself.

Article 13 Confidentiality
13.1. “Confidential Information” represents any and all information relating to the affairs of either CERTO DISTRIBUTION or the Customer and / or any and all information related to the implementation object of the Agreement, including but not limited to: financial conditions, business plans, business records of lists, records of projects, market reports, policies and procedures for managing business and any other information that might be disclosed by one party to another or that one party can be granted access by the other party under with the Agreement which is not publicly available.
13.2. Each party (the “Party”) to the Agreement undertakes to receive and hold Confidential Information in confidence. Without limiting the generality of the foregoing, both CERTO DISTRIBUTION and the Customer (the “Parties”) further promise and agree:
(i) to protect and safeguard Confidential Information against unauthorized use, publication or disclosure;
(ii) not to use any of Confidential Information, except for the performance of their obligations under the Agreement;
(iii) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of Confidential Information, except as specifically authorized by the other Party;
(iv) not to use any of Confidential Information to unfairly compete or obtain unfair advantage towards the other Party in any commercial activity which may be comparable to the commercial activity contemplated by the other Party in connection with the Agreement;
(v) to advise each of the persons to whom it provides access to any of Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the other Party, any of Confidential Information, and upon request of the aggrieved Party, to provide that Party with a copy of a written agreement to that effect signed by such persons;
(vi) to comply with any other reasonable security measures requested in writing by a Party.
13.3. The confidentiality obligations hereunder shall not apply in the following situations:
(i) the Confidential Information is requested by a competent public authority under the legislation in force;
(ii) the Confidential Information is or becomes of public knowledge without any implication of the Party;
(iii) one Party authorizes the other Party, expressly and in writing, to disclose the respective Confidential Information.
(iv) CERTO DISTRIBUTION reveals the Confidential Information sent by the Customer in order to establish the financial standing and/or the financial risk degree and/or the conclusion by CERTO INDUSRTIE of an insurance policy for covering the credit risk by third parties with whom it has concluded contracts in this respect.
13.4. The confidentiality obligations under this Article 13 are unlimited in time.

Article 14 Final provisions
14.1 The nullity or cancellation of any provisions of these GTC or of the Agreements subject to these GTC will not prejudice the validity of the remaining provisions or parts thereof. CERTO DISTRIBUTION and the Customer are obliged to replace the provisions which are null and void or nullified with valid provisions as far as is possible with the same purport as the null and void or nullified provisions.
14.2 The place of performance of the Agreement will be deemed to be the place at which CERTO DISTRIBUTION is established and has its principal place of business.
14.3 The law governing these GTC shall be the Romanian law. All international conventions with regard to the sale of movable tangible property, the effect of which can be excluded between the parties are not applicable to these GTC and to the Agreement and are hereby explicitly excluded. More specifically, the applicability of the United Nations Convention on contracts for the International Sale of Goods (Vienna Sales Convention 1980 – CISG 1980) is explicitly excluded.
14.4 All disputes between CERTO DISTRIBUTION and the Customer will be exclusively settled by the competent court in the district court of Bucharest, Romania, unless on the grounds of mandatory law another Romanian court is competent. Nonetheless, CERTO DISTRIBUTION is authorized to take legal action against the Customer to the court of the place of residence / place of business of the Customer.
14.5 All Agreements entered into by CERTO DISTRIBUTION and the Customer are exclusively subject to Romanian law.