General Terms and Conditions (GTC)

General Terms and Conditions (Delivery and Payment Conditions) of the registered company GMC Eurogroup SRL (as contractor) in the version dated 01.01.2024

I. SCOPE

 (1) The services and offers of the Contractor shall be made exclusively on the basis of these Conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed upon again. Counter-confirmations of the Client with reference to its terms and conditions of business or delivery, it is hereby contradicted.

(2) Deviations from these Terms and Conditions shall only be effective if the contractor confirmed them in writing.

​ (3) These terms and conditions shall remain binding even if individual parts of the should not be effective for any reason.

​ (4) In addition to the following provisions, the relevant provisions shall apply of the Convention on the Contract for the International Carriage of Goods (CMR) as well as the ASpÖ, where these terms and conditions do not contain any or no other provisions provide.

II. PRICE OFFERS

(1) The prices stated in the contractor's offer are subject to the condition that the order data on which the offer is based remain unchanged. The contractor's prices do not include VAT, provided that the communication or offer is not directed at consumers within the meaning of the Consumer Protection Act.

(2) Orders that differ in any way from the offers in their wording require confirmation by the contractor in order to be binding.

(3) In all other respects, price offers are generally non-binding unless their binding nature has been expressly agreed. An increase in relevant individual costs (e.g. fuel prices, fees, insurance rates) as well as an increase in personnel costs due to collective agreements or statutory provisions after the price has been submitted but before the delivery has been invoiced entitles the contractor to invoice the resulting price increases, even without prior notification of the cost estimate being exceeded. This condition is expressly approved by the client.

(4) Subsequent changes at the request of the client or his vicarious agents, including the downtime caused thereby (reasonable replacement loads within a reasonable period of time exempt the client from demurrage) or other consequential costs such as - detour kilometers, - empty kilometers, - consequential costs for non-agreed overloading by the loader - expenditure on loading equipment (pallets, slats, etc.) etc. at the expense of the client, etc.) will be charged to the client even without prior notice.

(5) Exceedances of the offer (cost estimate) caused by changes made by the client are deemed to have been approved by the client even without notification by the contractor. The client waives the right of withdrawal in such cases. Order changes or additional orders other than those listed under (4) above can also be invoiced at reasonable prices.

(6) Logistical concepts prepared at the request of the client remain the property of the contractor in all cases and will be invoiced separately, even if the order is not carried out.

(7) Orders binding on the Contractor, in particular individual agreements in connection with orders that deviate from these Terms and Conditions, shall only be concluded if they have been accepted in writing by the management or its representatives.

III. INVOICE PRICE, MINIMUM INVOICE, CANCELLATIONS

The contractor invoices its deliveries and services on the day on which it delivers - even partially -, stores the goods for the client or makes the service available for him on call. The invoice price may differ from the agreed price if the changes to the calculation basis mentioned in point II have occurred or if changes have been made by the client after the order has been specified.

In the event of cancellation of orders already placed by the client, the contractor has the right to demand the total damage suffered as a result or, regardless of fault, a flat rate of 80% of the order value.

IV. PAYMENT TERMS

(1) Payment (net price plus VAT) must be made within 14 calendar days of the invoice date without deductions, unless otherwise agreed. Any discounts agreed in writing will be granted on the invoice amount if payment is made on time, but, if shown on the invoice, without costs for additional services such as insurance. Bills of exchange and checks are only accepted by special agreement and as payment, provided that the financial institution has confirmed acceptance. Refinancing costs and expenses are borne by the client. These must be paid by the client immediately. The contractor is not liable for the timely presentation, protest, notification and return of the bill of exchange in the event of non-payment, unless he or his vicarious agent is guilty of intent or gross negligence. In the case of bills of exchange, checks or transfers, the day on which the financial institution credits the contractor is decisive.

(2) If special circumstances exist, the contractor can demand advance payments for his services.

(3) The contractor is not obliged to carry out the order before an agreed down payment has been made. Any further consequences arising from this (e.g. failure to meet deadlines) are borne by the client.

(4) The client can only offset against a recognized or legally established claim. A client who is a registered merchant within the meaning of the Austrian Commercial Code is also not entitled to retention rights.

V. DELAY IN PAYMENT

(1) If a significant deterioration in the client's financial situation becomes known or if he is in default of payment, the contractor has the right to demand immediate payment of all invoices, even those not yet due. In addition, the contractor has the right to make further work on current orders dependent on pro rata payments. Furthermore, the contractor has the right to withhold the service that has not yet been completed and, if the pro rata payments are not made, to stop further work on orders that are still in progress. The contractor is also entitled to these rights if the client does not make payment despite a reminder justifying default. Any further consequences arising from this (e.g. failure to meet deadlines) are at the expense of the client.

(2) In the event of default in payment, default interest of 12% must be paid regardless of fault. This does not exclude the assertion of further damages caused by default.

(3) In the event of default, the client undertakes to reimburse the contractor for reminder and collection costs incurred, insofar as they are necessary for appropriate legal action, whereby the client undertakes in particular to reimburse the maximum remuneration of the debt collection agency involved, which arises from the BMwA regulation on the maximum rates of remuneration due to debt collection agencies. If the contractor carries out the dunning process itself, the client undertakes to pay an amount of EUR 11 per reminder issued and an amount of EUR 4 per half year for keeping records of the debt relationship in the dunning process. In addition, any further damage, in particular damage caused by the fact that higher interest rates are incurred on conspicuous credit accounts on the part of the contractor as a result of non-payment, must be reimbursed regardless of fault in the late payment.

(4) In the event of late payment, the Contractor is entitled to demand payment of invoice amounts not denominated in euros by converting the original invoice amount into euros at the exchange rate on the day of invoicing, due date or payment reminder.

(5) In the event of late payment, the Contractor is released from the obligation to grant the Client separate remuneration, in particular discounts or bonuses.

VI. FULFILLMENT

(1) Fulfillment takes place on the day on which the contractor is ready to fulfill the agreed service at the specified location. Any changes or additions that the client sends to the contractor after the order has been approved will interrupt fulfillment.

(2) Agreed fulfillment times are generally only approximate dates unless they have been expressly promised in writing as fixed dates.

(3) In the event of a delay in fulfillment, the client can only request fulfillment and compensation for delay after setting a reasonable grace period or declare withdrawal from the contract after setting a new grace period. The grace period must be appropriate to the type and scope of the order and is in any case 24 hours.

(4) If damage is due to the contractor's fault, it is limited to the maximum values according to the relevant CMR guidelines. The client cannot claim lost profits.

(5) The client must insure all risks in connection with the service that go beyond the CMR risks insured by the contractor himself and at his own expense.

(6) In the event of force majeure or other unforeseeable, extraordinary and unavoidable circumstances, e.g. operational disruptions, strikes, lockouts, lack of fuel, official interventions, etc. - even if they occur with upstream or subcontractors - if the contractor is prevented from fulfilling his obligation on time, the fulfillment period shall be extended by an appropriate amount. If the fulfillment or performance becomes impossible or unreasonable due to the circumstances mentioned, the contractor shall be released from the obligation to perform. If the delay in performance lasts longer than one week, the client is entitled to withdraw from the contract. If the delivery time is extended or the contractor is released from his obligation to perform, the client cannot derive any claims for damages from this. The contractor can only invoke the circumstances mentioned if he notifies the client immediately.

VII. TRANSPORT INSURANCE

Any transport insurance must be taken out regularly by the client and will only be taken out by the contractor by express agreement and at the client's expense. If the service is delayed at the client's request, the risk passes to him when the readiness to perform is reported.

VIII. DELAY IN ACCEPTANCE

(1) The client is obliged to accept the service provided in accordance with the contract immediately; if he fails to comply with this obligation, the service is deemed to have been provided on the day on which acceptance should have taken place in accordance with the contract; the risk of accidental loss is thus transferred to the client.

(2) In the event of delay in acceptance or if performance becomes impossible due to force majeure, the contractor is entitled to store the goods in question himself at the client's expense and risk.

IX. COMPLAINTS

(1) The client must always check that the service is in accordance with the contract.

(2) Complaints (notice of defects) due to obvious defects must be reported to the contractor immediately after the service has been provided, in writing and in detail with regard to the alleged defects. Hidden defects must be reported to the contractor as above immediately after discovery, but no later than within 2 weeks, otherwise the claim will be lost.

(3) The contractor's liability for consequential damages is excluded in accordance with the relevant provisions, unless the contractor or his vicarious agents are guilty of intent or gross negligence.

(4) In the case of partial performance, these regulations apply to the part delivered. Defects in part of the service do not entitle the contractor to complain about the entire service.

X. LIMITATION OF LIABILITY

(1) Claims for damages are excluded unless the damage was caused by intentional or grossly negligent action. Claims for damages due to impossibility of performance are limited to compensation for foreseeable damage and the amount of the order value unless the damage was caused by intentional or grossly negligent action. The above limitations of liability apply to the same extent to the contractor's vicarious agents or agents. In commercial transactions, the contractor is also not liable for gross negligence on the part of vicarious agents or agents, unless the accusation of gross negligence is made against a senior employee of the contractor.

(2) The limitations of liability must be passed on in full to any buyers, with the obligation to pass them on to others.

(3) The maximum liability amounts and provisions according to CMR apply to all claims for damages and liabilities. The above statements are therefore only to be applied to the extent that they are covered by the CMR regulations.

XI. MATERIALS PROVIDED

(1) Goods, materials and means provided by the client must be delivered carriage paid to the place of performance or to the agreed place of receipt by the contractor. Receipt is confirmed without guarantee of the accuracy of the quantity stated in the delivery documents. The contractor is only liable for damage caused by its own fault. The contractor has no obligation to check or warn about materials delivered or transferred by the client himself or by a third party engaged by him. The contractor is also not liable for errors in and with such devices provided directly or indirectly by the client.

(2) If an inspection by the contractor is agreed, this will be charged separately. If a quantity inspection by the contractor is agreed, this is only to be applied to the extent that this is reasonable.

(3) The contractor is entitled to charge all costs associated with the inspection and storage of the material provided.

(4) Packaging materials become the property of the contractor upon fulfillment.

(5) Pallet debts are collection debts of the client and a limitation period of 6 months applies to pallet debts. The limitation period of 6 months begins to run from the time the pallet debt arises, even in the case of current account settlement.

XII. PERIODIC ORDERS

If the order includes the performance of regularly recurring services and no end date or notice period has been agreed, the order can only be terminated by written notice with a three-month notice period at the end of a calendar quarter.

XIII. RESERVATION OF TITLE

The following conditions only apply to business relationships with clients who are registered merchants within the meaning of the Austrian Commercial Code:

The client's claims from a resale of the service are assigned to the contractor upon placing the order to secure all of the contractor's claims from the business relationship.

The client is only entitled and authorized to resell the service if the claim from the resale is transferred to the contractor.

The client is not authorized to dispose of the service in any other way. At the contractor's request, the client is obliged to notify the third-party purchaser of the assignment for payment to the contractor.

If the value of the securities existing for the Contractor exceeds his total claim by more than 20%, the Contractor is obliged, at the request of the Client or a third party affected by the Contractor's over-security, to release securities of the Client's choice.

XIV. RIGHT OF RETENTION

The contractor has a right of retention on materials and aids and other items delivered by the client in accordance with Section 369 of the Austrian Commercial Code (UGB) until all outstanding claims arising from the business relationship have been fully settled.

XV. CUSTOMER PROTECTION

(1) Any agreements on neutrality and customer protection that the contractor expressly enters into are generally to be understood as meaning that the contractor agrees not to accept any orders from the contractor's direct customer (manufacturer or dealer) known to him from his own orders, for whom he has actually loaded or unloaded on behalf of the client, within a period of no more than 6 months after the last load carried out at this customer.

(2) Customer protection extends exclusively to customers who are known to the contractor on the basis of transports commissioned and carried out by the client within the last 6 months. Naturally, customer protection is expressly excluded in relation to all freight brokers (both as contractors and as customers of contractors - any such customer protection agreement is hereby expressly rejected) as well as in relation to sub-carriers and previous customers of the client.

(3) If the business relationship with the client is terminated for good cause, any agreement on customer protection that may have been concluded will also expire with immediate effect. Good cause in this context is (a) significant delay in payment on the part of the client (b) a significant deterioration in the client's financial situation (c) violation of customer protection agreements by the client (d) violation of other important terms and conditions or agreements by the client

(4) In the event of a breach of customer protection agreements by the contractor, the compensation is capped at the amount of the lost profit, which must be specifically proven, but not more than EUR 150.00 per breach. The client is not entitled to claim any further damages. Set-off of claims by the Client arising from a breach of customer protection against claims by the Contractor is only permissible if the Contractor acknowledges this claim in writing or if this claim has been established by a court.

XVI. APPLICABLE LAW, PLACE OF PERFORMANCE, JURISDICTION

(1) Romanian/Austrian substantive law applies. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. The contractual language is Romanian/German.

(2) The place of performance for performance and payment is the general place of jurisdiction of the contractor, regardless of the amount in dispute, unless otherwise agreed.

(3) The place of jurisdiction for legal disputes about the existence or non-existence of a contractual relationship subject to these delivery and payment conditions, or for legal disputes arising from such contractual relationships, for claims by the contractor, at the contractor's discretion, is the contractor's place of jurisdiction or the client's general place of jurisdiction, and for claims against the contractor, the contractor's general place of jurisdiction is exclusively.

XVII. CONTRACT AGREEMENT

All contract agreements, including subsequent changes, additions, etc., must be in writing to be valid. Verbal agreements, unless confirmed in writing by the management or its representatives, are deemed not to have been made. All agreements previously made in this matter are invalidated by this agreement or are replaced by this agreement.

Nuseni, 01.01.2024