STC’S PURCHASING CONDITIONS

These Conditions are to be considered exclusively valid regarding the supply contracts, orders and other agreements for the supply of products, tools, fixtures, raw-materials – hereinafter referred to as “Goods” – concluded by STAR TRANSMISSION CUGIR SRL – hereinafter referred to as “STC” –and Suppliers, Sub-contractors – hereinafter referred to as “Supplier” –, unless otherwise agreed in any written agreement between the parties.

1.1. Supplier agrees to sell and supply the Goods at the price, in the quantities, of the quality and of the type set forth in the Agreement and/or Order for a duration, at the location and in accordance with the above said and to be bound by, and to comply with, all the other terms and conditions (hereafter collectively "the Purchasing Conditions").
1.2. Orders and acceptance of orders, as well as any alteration or amendment thereof, must be made in writing in order to be effective. Subsequent agreements made verbally on completion of the Agreement shall only be valid when confirmed in writing by STC.  If the Contractor does not accept the order within 30 days of its submission, STC shall be entitled to consider the Order revoked, without any notifications.

2. DELIVERY AND PERFORMANCE
 
2.1. Delivery of the Goods and Performance of the Services shall be made within the time period, at the location and in the quantity and quality specified in the Agreement and/or Order. The obligation of the Supplier shall only be considered duly fulfilled, if it has been done fully in compliance with the above written. An Order is exclusively valid for delivery within the timeframe and in the quantity specified in it, any alterations thereof may only be done with prior express written consent by STC.
2.2. If no time for delivery or performance is specified in the Agreement and/or Order, the time for delivery or performance shall be at the times and in the amount requested in a release or delivery or performance schedule furnished by STC.
2.3. If Supplier fails to or does not adequately fulfill any of Supplier's obligations pursuant to the Order, STC may at its own discretion decide to extend additional time for Supplier to fulfill such obligations, or terminate the Order, unless the parties provide otherwise in writing.
2.4. STC shall only pay for any Goods delivered by Supplier in excess of the amount specified in the Agreement and/or Order if it agreed to the excess amount in writing prior to delivery.
2.5. If at any time Supplier has reason to believe that deliveries or performance of any of the Goods will not be made as
scheduled, it shall immediately give STC written notice setting forth the cause or causes of the anticipated delay. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or performance.
2.6. If the Goods are specifically manufactured for STC and are not available in commercial trade elsewhere than
Supplier shall be prepared – upon termination of its contractual relationship with STC – to agree and negotiate with STC an arrangement that secures the provision of the Goods concerned upon such request from STC for a period of 5 years after the cessation / termination of the contractual relationship.
 

3. TRANSPORTATION
 
3.1. Unless otherwise specified, the Incoterms shall be applicable where Supplier is in one national state or jurisdiction and STC is in another. 
3.2. Unless otherwise stipulated in the Agreement and/or Order, where the Incoterms apply the Goods shall be delivered by Supplier "DDP" at the destination specified for delivery in the Order. Where the Incoterms do not apply, Supplier shall nevertheless be responsible for delivering the Goods by the shortest route to the destination specified for any delivery in the Agreement and/or Order.
3.3. Except as otherwise mentioned in the Agreement and/or Order, control over and title to the Goods shall pass to STC upon completion of the unloading of the Goods at the destination specified for any delivery and Supplier shall bear the risk of loss of the Goods until such delivery.  If the Goods are to be delivered in installments, title to and control over the Goods in each installment shall pass in the same way as provided in this paragraph.
3.4. If upon special agreement between the Parties the entire payment is made in advance, transfer of title in and control over all of the Goods shall take place at the moment of payment. In the event of partial payment in advance, transfer of title in and control over all of the Goods equal to the portion of price paid shall take place at the moment of payment.  In these eventualities, Supplier shall be responsible for keeping the Goods in safe custody and properly and fully insured until delivered to STC.
3.5. The Goods shall be suitably packed and/or protected for shipment and transportation, the cost for which shall be borne by Supplier or Supplier's representative. The Goods shall be packaged in units/batches in accordance with STC’s requirements. Each package shall bear STC's order number, be accompanied by a readily accessible packing note detailing the contents and conform with any applicable importation regulations. Failure of Supplier to comply with the shipping and transportation instructions or any other bad or insufficient packing shall render Supplier liable for any resulting damage and/or expense incurred by STC.
3.6. Supplier expressly and fully warrants that the Goods delivered for STC are it’s exclusive property, free of any burdens and/or claims, which ownership shall be transferred to STC according to the provisions of the Agreement between the Parties without any burden or claim – with special regard to the intellectual property rights – completely to STC.
3.7 Supplier shall be fully responsible for any and all environmental damages caused by or incurring in the course of transportation of Goods including but by no means limited to spillage, seepage etc.
 
 
 4. STANDARDS

4.1. Supplier agrees to ensure that in the course of performing its duties pursuant to the Agreement and/or Order, the Goods delivered and Services performed shall comply with all applicable laws and regulations -- in particular, with environmental, packaging, labeling, product liability and quality control.
 4.2. Supplier warrants to STC that none of the chemical materials produced by Supplier or found in Supplier's products are prohibited by law, and the existence of chemicals that require labeling are accordingly clearly labeled. 
4.3. Supplier warrants to STC that the Goods or normal use of the Goods present no threat to human health or property.
4.4. Supplier warrants to STC that the Goods and any related documentation or specifications are of a standard acceptable in commercial practice.
4.5. Unless otherwise agreed, Supplier shall at its own expense obtain all necessary permits for transporting, importing and exporting the Goods, and warrant to STC the possession of such permits.
4.6. Supplier shall indemnify STC against any and all damages, claims, liabilities, losses, costs and expenses arising out of or relating to any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss that results or is claimed to result in whole or in part from any actual or alleged defects in the Goods or any breach of any of the terms and conditions of this Conditions. Supplier will maintain adequate insurance (including, without limitation product liability insurance) to protect STC against such damages, claims, liabilities, losses, costs and expenses and Supplier agrees to produce evidence of such insurance cover when requested by STC.
4.7. If anyone wishes to enforce any claims against STC regarding the Goods delivered or in connection therewith, or in connection with the circumstances of delivery, or anyone files a legal process on such grounds, Supplier shall upon request from STC do everything necessary to avoid such claims or processes. Should negotiations or legal process be started, Supplier is obliged to step up for STC during negotiations or in the process, and do everything possible to have STC dismissed from the process. Failing to reach so, or in case Supplier doesn’t fulfill this obligation, Supplier shall reimburse STC the amount enforced against STC (including the amount to be paid by settlement), including all costs and damages occurring directly or indirectly in connection with the negotiations and the process, also including the costs of legal representation. All obligations of such nature have to be paid directly by the Supplier. All damages or costs that cannot be paid by the Supplier directly, Supplier must indemnify STC within 15 days from the due date.
 

5. PRICE, PAYMENT AND PRICE WARRANTY
 
5.1. Prices stated in the Agreement and/or Order are firm and final.
Prices shall be deemed to be inclusive of any form of purchase tax and/or import duties applicable from time to time unless otherwise expressly provided in the Agreement and/or Order. If for any reason STC pays for any such purchase tax or import duty, Supplier shall immediately, upon request by STC, indemnify STC for such amounts. Prices include all expenses incurred by Supplier in the course of fulfilling its obligations under this Purchase Order.
5.2. Unless otherwise agreed upon, an invoice shall only be issued following delivery/performance of all of the Goods/Services in accordance with the Agreement and/or Order.
5.3. Invoice has to be in full compliance with the applicable laws and regulations and the agreements of the Parties, STC shall only accept and pay an invoice matching these requirements. STC is entitled to reject an incomplete or faulty invoice, and STC shall not be liable for any damages regarding late payment due to prolonged term of payment for such reason.
5.4. Unless otherwise stated on the face of this Purchase Order, payment shall be effected within 30 days from receipt of an invoice, suitable for taxation purposes.
5.5. If the performance of the Supplier differs from any provision of the Purchase Order to the detriment of STC, STC shall be entitled to withhold payment partly or fully – depending on the circumstances – without the consequences of late payment.
5.6. Payment for the Goods delivered or performed under the Agreement and/or Order shall not constitute acceptance of the Goods, and all payments against documents or otherwise shall be made with a reservation of rights by
STC for defects or breaches, including, without limitation, defects unknown to STC but apparent on the face of the Goods.
5.7. Unless otherwise agreed upon, STC may in no case be obliged to pre-financing whether in the form of advance payment or any other form.
 
 
6. STC'S PROPERTY
 
6.1. Unless otherwise agreed to in writing, all data, drawings, goods, tools, equipment, materials or any other property or anything affixed or attached thereto or furnished to or for use of Supplier by or on behalf of STC or specially paid for by or on behalf of STC, shall be the property of STC (all such items hereafter  "STC's Property").
6.2. STC's Property, and whenever practical each individual item thereof, shall be plainly identified as "property of STC” . Supplier shall be responsible for the safe storage of STC's Property separately from Supplier's or a third party's property.
6.3. Supplier shall not substitute any property for STC's Property nor use such property except in fulfilling STC's orders.
6.4. STC's Property, while in Supplier's custody or control, shall be held at Supplier's risk, and shall be kept insured by Supplier at Supplier's expense in an amount equal to the replacement cost of STC's Property. STC's Property shall be returned upon written request by STC at Supplier's expense in the same condition as originally received by Supplier, reasonable wear and tear excepted.
6.5. STC reserves the right to repossess STC's Property and Supplier shall grant an irrevocable right to STC, its servants or agents to enter upon all or any of its land or premises or any land or premises occupied by Supplier for such purpose. This right shall continue to exist even if this Purchase Order is cancelled or terminated for any reason.
 
 
7. LEGAL COMPLIANCE, BUSINESS CONDUCT
 
 7.1. Supplier obliges to and warrants that any of his obligations under this Standard Terms and Conditions (including provisions of his special agreement with STC) shall be fulfilled in compliance with the applicable laws and regulations, including those laws that concern (i) bribery or influence peddling (ii) environmental, health protection and work safety. Supplier obliges that its employees or subcontractors shall not (i) use child or prisoner labor in connection with delivering Goods and Services and (ii) shall not attempt bribery or influencing STC’s employees (including, but not limited to presents, commissions, free journeys, any cash or similar incitements. Delivering Goods and Services by the Supplier is the affirmation that Supplier warrants to fulfill obligations described in this section.
7.2.  In case any Goods delivered to STC contain any hazardous chemicals, Supplier obliges to attach applicable data (including but not limited to proper labeling and electronic version of safety datasheet).
7.3. If STC finds out that Supplier is in breach of warranties and guarantees contained in the Standard Terms and Conditions, it is entitled to terminate the Order immediately without being liable to damages or payment.
7.4.  Supplier permits STC or it’s representative to inspect the location on which Supplier produces the Goods or delivers Services in order to control observance of (1) quality and warranty and guarantee measures or (2) specifications given by STC or any Purchaser thereof stated in the Order.
 
 
8. GOVERNING LAW 
 
This Purchasing Terms shall be interpreted according to the laws of Romania.