Liberty Galati

General Sales Conditions

1. PURPOSE AND DEFINITIONS

1.1. These general terms and conditions of sale (hereinafter referred to as “GSC”) shall apply to all products, accessories and/or services (“Goods”) that are sold by the seller (“Seller”) to the Buyer (“Buyer”), as provided in the clauses below. 1.2. In these General Sale Conditions, the following words shall have the following meanings: “Contract” means a contract and/or order for the sale of products, including all its appendices and further addenda, to be entered into between the Seller and the Buyer; “Goods” means all goods purchased under a Contract concluded between the Seller and the Buyer; “IPR” means all registered or unregistered rights to exploit intellectual property worldwide, including without limitation, patents, trademarks, registered designs, design rights and copyright, and/or know-how and other similar rights, existing now and in the future, and the right to apply and/or to act for protection of the same; “Order” means any order howsoever issued by the Buyer in relation to Products; “Order Confirmation” means the written confirmation of an Order which is sent by the Seller to the Buyer together with these GSC, confirming that the Seller accepts the order placed by the Buyer; “Order Item” is defined as a quantity of Goods specified in the Buyer’s Order for which the Goods’ specifications, the delivery date requested by the Buyer and the destination ordered by the Buyer where the Goods are to be delivered, are common to all the Goods of the Order Item;.“Parties” means the Seller and the Buyer; “Products” means Goods and/or Services supplied by the Seller; “Services” means all services purchased under a Contract.

2. INTERPRETATION

2.1. These GSC, together with Seller’s Order Confirmation and all its appendices and addenda (if any) constitute the entire agreement between the Parties with regard to the sale of Products, supersede, in their entirety, any other conflicting terms and conditions proposed by the Buyer and prevail towards any other previous written or oral communications and/or understanding between the Parties that are not expressly incorporated herein.

2.2. Any and all Contracts entered into between the Parties shall become valid only upon the Seller’s confirmation express in writing.

2.3. In the absence of a clause to the contrary, any documentation, catalogues and/or estimates are sent for information purposes only, and the Seller’s offers are not binding without the Order Confirmation. All agreements concluded between the Seller and the Buyer incorporate these GSC to the exclusion of all other terms or conditions not expressly agreed by the Parties and no other terms and conditions shall be binding upon the Seller unless expressly agreed in writing by the Seller.

2.4. The Buyer’s signature and return of the Order Confirmation or, alternatively, the Buyer’s failure to reject it within 3 days from receipt thereof shall constitute the Buyer’s acceptance of the contractual terms and conditions defined herein. The Seller’s failure to exercise any right shall not be deemed to be a waiver of such right. In case of a sale concluded electronically, the Order Confirmation will include all the specific elements constituting the Buyer’s purchase, as expressly confirmed by the Seller.

2.5. If any part of the GSC thereof shall be determined to be void, unenforceable or illegal, such determination shall not affect the validity, legality and enforceability of the other terms and conditions herein. In case of conflict between the provisions in the Order Confirmation and the wording of the present GSC the provisions in the Order Confirmation shall prevail.

3. DELIVERY – TRANSFER OF RISK – SHIPMENT – VAT

3.1. The delivery of the Goods (“Delivery”) shall be made according to Incoterms latest version issued by the International Chamber of Commerce (“ICC”). Except as may be otherwise specified in writing, the transfer of risk shall take place at Seller’s plant before loading and the risk shall pass in accordance with the applicable latest version of ICC Incoterms. In case the Buyer fails to take the Delivery of the Goods, the Seller may store them at Buyer’s risk and expense, shall notify the Buyer of their availability and shall invoice them as having been delivered. In any case, the Seller remains entitled, without any special notice, to resell them and to claim applicable damages.

3.2. Unless otherwise specified in the Order Confirmation, the Goods sold are delivered to their destination, and Seller shall determine the means of transportation and the route, as well as the selection of forwarding agents and carriers. The Buyer shall be responsible to communicate, in writing, to the Seller, sufficiently in advance all appropriate information including (i) marking and shipping instructions, (ii) import certificates, documents required to obtain necessary government licenses and any other documents prior to their shipment, and (iii) the Buyer’s confirmation that it has caused the opening or establishment of a letter of credit if required, in order to enable the Seller to make the necessary shipping arrangements.. In case any such instructions, documents or confirmations are not so received from the Buyer or would, in the Seller’s sole judgment, require unreasonable expense or delay on its part, then the Seller may, at its sole discretion and without prejudice as to any other remedies, delay the time of shipment and/or terminate said contract.

3.3. The Delivery times shall not be regarded as binding and delays in Delivery shall not entitle the Buyer to claim any damages resulting there from, unless otherwise expressly agreed. Delays in Delivery shall only entitle the Buyer to cancel the Goods not yet in the process of manufacture, only after having sent to the Seller a formal notice of default and only after having granted the Seller a reasonable grace period in order to remedy the said delay. Without prejudice to the provisions contained in Article 5 below, binding times for Delivery shall only entitle the Buyer to damages insofar as the Seller has been fully informed in writing at the conclusion of the Contract of the possible loss and damage consequent to delayed Delivery and of a specific valuation of the different elements thereof. In any event, in case of production delays, the Seller is entitled not to supply the whole quantity of Goods that the Buyer has ordered in one delivery but can deliver them by several subsequent partial deliveries. The Delivery shall be deemed fulfilled when the Goods are delivered with a tolerance of ± 5 % on weight.

3.4. In case the supply of the Goods is entitled to VAT exemption due to intra-community sales or the export destination of the Goods delivered, and the Buyer takes Delivery at his own risk and own expense for the whole or for a part of the carriage or transport (delivery terms EXW, FOB, FCA, etc.), the Seller shall only be bound to apply for a VAT exemption if the Buyer provides it with substantial proof (transport document: CMR, bill of lading, CIM, export declaration, etc.) of carriage or transport to the country of destination.

3.5. On the simple request of the Seller, the Buyer shall send to the Seller within 10 working days from the receipt of the Seller’s request the following: (a) the copy of invoice for the delivered Goods with the date and legible signature (name and surname) confirming the receipt of the Goods delivered to the address given on the invoice in the assortment and quantity defined in the delivery specification and as referred to on the invoice, (b) the copy of delivery note or transport document on which the confirmation of delivery of goods is placed.

3.6. In case when the time limit provided at point 3.5. is not respected, the Seller has the right to charge the Buyer with penalties of one hundred Euro for each day of delay. The penalty however, cannot exceed the VAT amount due on the delivery value, expressed in Euro.

3.7. The Buyer is obliged to inform the Seller immediately (within 1 to 3 days) about: (i) Change of the Buyer’s VAT identification number for intra-community transactions, (ii) Change of Buyer’s company’s name and address, representatives, as well as bank account.

4. PRICES – PAYMENT

4.1. All prices are calculated on the basis of Goods as measured and weighed at the departure point. Except as may be otherwise expressly provided in the Order Confirmation, prices are net cash, and the Buyer shall pay all taxes and charges for transportation, insurance, shipping, storage, handling, demurrage and similar items. Any increase in any such charges that becomes effective after the date of Order Confirmation shall be borne by the Buyer.

4.2. The payment of the invoice shall be made net cash, without any deductions, within maximum 30 days from the day of Delivery, unless the due date of the invoice payment is a bank holiday in the country of the receiving bank, case in which the payment of the invoice shall be made in the last working day preceding the due date. By exception to the above provisions, if the Buyer is subject to insolvency or bankruptcy proceedings, then the Buyer shall make the full payment in cash either prior to the manufacture of the Goods or prior to their dispatch.

4.3. If the Buyer fails to pay on the due date, then the Buyer shall be obliged to pay, ipso jure and without prior notification, (i) interest for late payment according to the Romanian Law no 72/2013 on combating late payments under contracts between economic operators and between them and contracting authorities, unless otherwise agreed between the Parties, and (ii) a fixed compensation amounting to 10% of the invoice amount, as damages, without prejudice to any other rights of the Seller caused by the said payment failure. Any delay in the payment or in the execution of any obligation by the Buyer, or where the Seller has reasonable doubts as to Buyer’s solvency or credit worthiness and the Buyer is not prepared to effect advance cash payment or provide Seller with security as requested, then the Seller shall have the right to terminate the Contract or retain that portion of the Contract which it has not yet performed, without the Buyer’s consent. In such a case all sums due, which are to be paid by the Buyer, even those which have not yet matured, shall become immediately payable without any notification from the Seller.

4.4. The Seller reserves the right to compensate the Buyer’s debts and/or to use payments for the settlement of the invoices which have been outstanding longer than 30 days, plus any interest on arrears and costs accrued thereon, in the following order: costs, interest, invoice amounts. The Buyer shall not be entitled either to withhold payments or to proceed to any compensation even in case of dispute). In any event, in case of delay in payment, the Buyer shall not be entitled to take any steps (neither sale, nor processing) which may affect the Goods. All bank fees, except for the Seller’s bank fees, shall be borne by the Buyer.

5. CONFORMITY – INSPECTIONS – CLAIMS

5.1. The Seller guarantees that the Goods are in conformity with the specifications provided in the Order Confirmation. The Buyer shall communicate to the Seller all necessary information to ensure ( i) the adequate elaboration of the specifications and ( ii) relative to the transformation and/or the final use of Goods and recognizes that the Seller’s obligation of conformity is fully satisfied when these specifications have been met at the time of Delivery. All deliveries are subject to the normally accepted tolerances as to dimensions and weight. Any technical advice provided by the Seller, before and/or during the use of Goods, whether provided verbally or in writing or by way of trials is given in good faith but without any warranty on the part of Seller. Seller’s advice shall not release the Buyer from his obligation to test Goods supplied by the Seller as to their suitability for the intended processes and uses. The use and processing of Goods are undertaken solely at Buyer’s risk.

5.2. Upon Delivery the Buyer shall carry out an inspection of the Goods to check the weight, length and width, as stated in Order Confirmation and any apparent defects and damage to the Goods (surface faults, package faults, etc) shall then be noted. The Goods shall be considered automatically accepted upon Delivery to Buyer, if the Buyer fails to make any comments in writing in respect thereof not later than 3 days after their Delivery and before Goods undergo any further processing.

5.3. Undetectable/hidden defects at Delivery must be notified by the Buyer to the Seller immediately upon discovery, by registered letter return receipt requested, but, in any event, no later than 2 working days after discovery. The notification of hidden defects must be accompanied with supporting documents proving the justification of the claim. The Goods shall not be considered by the Parties as defective when the defect claimed by the Buyer does not exceed a value of one hundred Euro per Seller’s delivery reference. No claim shall be accepted by the Seller in respect of any defect, deficiency and/or failure of the Goods to meet the specific terms of the Order Confirmation, which a reasonable inspection should have revealed, but for which said inspection was not made.

5.4. In any event, the Buyer (a) must fulfill its obligation of mitigation of damages and (b) is not entitled to delay the payment of any outstanding invoices. If the Goods are considered by the Seller as defective, then Seller is exclusively obliged, at its sole discretion, either (i) to replace such Goods, or to remove their defects (if possible), (ii) in case the price has not already been paid by the Buyer, to reduce the price. The Seller shall not be liable for any loss of processing expenses, loss of production, loss of revenue and/or any other consequential or special loss or damage directly or indirectly sustained by the Buyer or by any other person whatsoever. The Seller can only be held liable for damages caused by its gross negligence or willful misconduct duly proved by the Buyer. The Seller’s liability will, in any event, be limited to 100 % of the invoiced value of the defective or damaged Goods.

6. SPECIFIC CONDITIONS

6.1. The weight of the Order Item, as defined under clause 1 above, shall be expressed as a multiple of the weight of a single coil.

6.2. Permitted deviation for the weight specified per coil

6.2.1. The Seller is not bound to supply the exact organic coated coil weight specified in the Order Confirmation. Organic coated coil weight may be between 60 and 100% of the weight specified in the Order Confirmation. 20% of the tonnage of the quantity ordered as organic coated coils may be supplied as lightweight coils; lightweight coils within organic coated coils may weigh between 20 and 60% of the weight specified in the Order Confirmation.

6.2.2. For coils other than organic coated coils Seller is not bound to supply the exact weight specified in the Order Confirmation. Weight of coils other than organic coated coils may be between 75 and 100% of the weight specified in the Order Confirmation. 20% of the tonnage of the quantity ordered as coils other than organic coated coils may be supplied as lightweight coils; lightweight coils other than organic coated lightweight coils may weigh between 25 and 75% of the weight specified in the Order Confirmation.

6.3. Percentage of defects per Order Item for organic coated coils For deliveries of organic coated coils, the proportion of defects for which no claim will be accepted by Seller may reach an average of 2% per Order Item. Within one Order Item the proportion of defects for which no claim will be accepted by Seller may be higher per individual coil if other coils in the Order Item have a lower proportion of defects.

7. PACKAGING

7.1. Unless otherwise stated, the Buyer shall be responsible for providing the packaging materials and of the means of protection, fastening and securing used during transport of Goods.

7.2. If the Buyer fails to comply with this obligation and, as a result of said failure, the Seller becomes liable for any danger then the Buyer shall hold the Seller harmless from liability for any such danger. The Buyer will not be able to pass on to the Seller the costs of its destruction, recycling or storage.

7.3. Notwithstanding the foregoing paragraph, whenever plastic supports are used for the securing of steel coils, those plastic supports remain the Seller’s property and the Buyer is obliged to return them at its own expense to the Seller.

7.4. The marking, if required, shall be made in accordance with the norms adopted by the Seller, unless other requirements from the Buyer agreed by the Seller.

8. RETENTION OF TITLE

8.1. Supplied Goods shall remain the Seller’s property until fulfilment by the Buyer of its payment obligations for the delivered Goods.

8.2. If the Goods are processed combined, and/or mixed by the Buyer with other goods belonging to him, then the Seller has the entire ownership on the new goods. If the Goods are processed, combined, and/or mixed by the Buyer with other goods belonging to other suppliers, then the Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, the Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods that were used for manufacturing the new goods.

8.3. As long as the Buyer is not in default and provided that it reserves its property rights, the Buyer is exclusively entitled to resell the Goods in the ordinary course of business. Use of the Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.

8.4. The Buyer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to the Seller. The Buyer is entitled to collect the receivables from reselling, unless the Seller withdraws the direct debit authorization in case of any doubt about the Buyer’s solvency and/or financial credibility or if the Buyer is in arrears on any of its payments. In the event the Seller withdraws the direct debit authorization, the Buyer is obliged (a) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (b) and to give Seller all information and documents necessary in order to establish and confirm the Seller’s rights with respect to third parties. The Buyer shall be obliged to inform the Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by the Buyer for the benefit of the Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of the Buyer, the Seller is obliged, upon the Buyer’s request, to release the Goods selected by the Seller.

8.5. The Buyer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of the Goods and/or the new goods as described in Article 8 (i) above. Moreover, the Buyer undertakes (a) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (b) provide to the Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.

9. FORCE MAJEURE

9.1. Neither Party is liable for delay or failure in performing all or part of its contractual obligations to the extent that its performance has been prevented, delayed or hindered due a force majeure event. Force majeure (“Force Majeure”) means any external, unpredictable, absolutely invincible and unavoidable event, independent of the will and control of the Parties, including without being limited to natural disasters (such as floods, hurricanes, earthquakes), epidemics, wars, embargo, civil unrest, national strike, whose effects prevents the Party invoking it from fully or partially executing its contractual obligations.

9.2. Should any such Force Majeure event occur and prevent either Party from performing in whole or in part its contractual obligations, or may reasonably affect the future performance of its contractual obligations, then such Party shall (i) duly inform, in writing, the other Party of the respective Force Majeure event without undue delay, (ii) take all necessary steps and actions to mitigate the effects resulting from said Force Majeure event and (iii) duly inform the other Party on the cessation of Force Majeure and (iv) provide the other Party with the Force Majeure certificate issued by the relevant authority (e.g. Chamber of Commerce). The occurrence and cessation of any event of Force Majeure shall be notified in writing to the other Party within 3 working days of the occurrence and cessation of any such event.

9.3. In case the Force Majeure is invoked by the Seller, the same will be entitled to perform the Delivery, after the Force Majeure ceases, within a period equal to the one the Force Majeure existed.

9.4. If a Force Majeure event continues for a period of more than 30 (thirty) consecutive days, the Parties will initiate negotiations in order to reach a mutually acceptable solution. In case a consent is not reached with regard to the renegotiation of the Contract within 30 (thirty)days from the beginning of the negotiations, the Parties may agree to terminate the Contract, at the expiry of the above-mentioned term, without the payment of any damages by any of the Parties.

10. APPLICABLE LAW – JURISDICTION – LANGUAGE

The GSC herein shall be governed and interpreted according to the provisions of Romanian Law. Any disputes arising under these GSC shall be submitted exclusively to the courts of the Seller’s place of incorporation. The GCS exist in Romanian and English. In case of conflict, the Romanian version shall prevail.

8.2. If the Goods are processed combined, and/or mixed by the Buyer with other goods belonging to him, then the Seller has the entire ownership on the new goods. If the Goods are processed, combined, and/or mixed by the Buyer with other goods belonging to other suppliers, then the Seller has a joint ownership right in the whole value of the new goods with such suppliers. In such case, the Seller’s ownership shall be calculated on the basis of the ratio of the invoiced value of the Goods to the invoiced value of all goods that were used for manufacturing the new goods.

8.3. As long as the Buyer is not in default and provided that it reserves its property rights, the Buyer is exclusively entitled to resell the Goods in the ordinary course of business. Use of the Goods for executing service contracts and contracts for work, labour and material is herein regarded as a resale.

8.4. The Buyer’s receivables arising out of the resale of Goods are already assigned, for security purposes, exclusively to the Seller. The Buyer is entitled to collect the receivables from reselling, unless the Seller withdraws the direct debit authorization in case of any doubt about the Buyer’s solvency and/or financial credibility or if the Buyer is in arrears on any of its payments. In the event the Seller withdraws the direct debit authorization, the Buyer is obliged (a) to inform its clients immediately about the assignment to Seller and that Seller is the owner of Goods, (b) and to give Seller all information and documents necessary in order to establish and confirm the Seller’s rights with respect to third parties. The Buyer shall be obliged to inform the Seller without delay about any garnishment and/or any other actions adversely affecting the Goods undertaken by third parties. If the value of the existing security interests obtained by the Buyer for the benefit of the Seller exceeds in total more than 20 % the total invoiced amount of the contractual debt of the Buyer, the Seller is obliged, upon the Buyer’s request, to release the Goods selected by the Seller.

8.5. The Buyer shall have the sole liability for, and shall bear all risks and costs associated with the unloading, correct handling and suitable storage of the Goods and/or the new goods as described in Article 8 (i) above. Moreover, the Buyer undertakes (a) to take a general liability all risks insurance policy, at its own cost, including coverage as to the deterioration and/or theft of all or a part of Goods and/or of the new goods and (b) provide to the Seller, at its first request, a certificate confirming both such insurance coverage and the payment of the insurance premium related thereto.

9. FORCE MAJEURE

9.1. Neither Party is liable for delay or failure in performing all or part of its contractual obligations to the extent that its performance has been prevented, delayed or hindered due a force majeure event. Force majeure (“Force Majeure”) means any external, unpredictable, absolutely invincible and unavoidable event, independent of the will and control of the Parties, including without being limited to natural disasters (such as floods, hurricanes, earthquakes), epidemics, wars, embargo, civil unrest, national strike, whose effects prevents the Party invoking it from fully or partially executing its contractual obligations.

9.2. Should any such Force Majeure event occur and prevent either Party from performing in whole or in part its contractual obligations, or may reasonably affect the future performance of its contractual obligations, then such Party shall (i) duly inform, in writing, the other Party of the respective Force Majeure event without undue delay, (ii) take all necessary steps and actions to mitigate the effects resulting from said Force Majeure event and (iii) duly inform the other Party on the cessation of Force Majeure and (iv) provide the other Party with the Force Majeure certificate issued by the relevant authority (e.g. Chamber of Commerce). The occurrence and cessation of any event of Force Majeure shall be notified in writing to the other Party within 3 working days of the occurrence and cessation of any such event.

9.3. In case the Force Majeure is invoked by the Seller, the same will be entitled to perform the Delivery, after the Force Majeure ceases, within a period equal to the one the Force Majeure existed.

9.4. If a Force Majeure event continues for a period of more than 30 (thirty) consecutive days, the Parties will initiate negotiations in order to reach a mutually acceptable solution. In case a consent is not reached with regard to the renegotiation of the Contract within 30 (thirty)days from the beginning of the negotiations, the Parties may agree to terminate the Contract, at the expiry of the above-mentioned term, without the payment of any damages by any of the Parties.

10. APPLICABLE LAW – JURISDICTION – LANGUAGE

The GSC herein shall be governed and interpreted according to the provisions of Romanian Law. Any disputes arising under these GSC shall be submitted exclusively to the courts of the Seller’s place of incorporation. The GCS exist in Romanian and English. In case of conflict, the Romanian version shall prevail.