Terms and conditions
SAIP Automation is a trademark of SAIP Automation International SRL.
1. OBJECT of General SERVICE TERMS and CONDITIONS
1.1 These are the typical Terms and Conditions for contracts and orders related to the provision of services and delivery of solutions (composed of services and products) by SAIP Automation SRL – hereinafter referred to as SAIP – to its Customers and Clients.
1.2 GSTCs become part of the contract mandatorily when SAIP accepts a Customer’s Order with formal Order Confirmation, and cannot be waived entirely.
2. CONTRACT PARTS and PRIORITY of APPLICATION
2.1 To avoid contractual inconsistencies and inner contradictions, terms and conditions shall apply in order of following document sequence from highest to lowest priority:
- Order Confirmation (OC) from SAIP including present GSTCs
- Purchase Order (PO) from Customer, including the Customer’s General Terms and Conditions of Purchasing
- Quotation (QT) from SAIP including its Annexes
- Request for Quotation (RfQ) from Customer, including the Customer’s Technical Specifications and its Annexes
- International Approved Standards and Regulations
- Present Best Practices and Available Technology
2.2 Within one hierarchy level, individual provisions shall prevail over general terms and conditions.
2.3 Present GSTCs shall prevail in any case of contradiction occurrence over the Customer’s General Purchasing Terms and Conditions.
3. REQUEST for QUOTATION and QUOTATION CLAUSES
3.1 The Customer’s RfQ must specify SAIP’s scope of services directly, completely, comprehensively and exhaustively.
3.2 Any information, specification, data and documentation which shall be considered in the QT must be delivered by the Customer to SAIP directly. Any instructions or contractual obligations to collect all or part of the information, specification, data or documentation from Third Parties shall be deemed to be generally ineffective and legally void.
3.3 QTs stipulate bindingly the scope of services – and a document list, if applicable – which had been considered in quote elaboration, compilation and calculation.
3.4 QTs determine bindingly the following 3 dates:
- Start of Services (SoS = DD.MM.YYYY)
- End of Services (EoS = DD.MM.YYYY) or Service Period
- End of Validity (EoV = DD.MM.YYYY)
With the submission of QT, SAIP allocates Engineering Capacity with the required Certification Level in the required technology field. This allocation expires automatically on the EoV date at 24.00 o’clock.
3.5 QTs do not contain any additional local, regional or national taxes, particularly no withholding tax and VAT.
3.6 Any retroactive modification, extension or completion of SAIP’s scope of service, task assignment, job specification and/or provided information, specification, data and/or documentation after submission of Quotation shall invalidate the quotation and require a quotation revision.
4. PURCHASE ORDERS and ORDER CONFIRMATIONS
4.1 Orders can be awarded to SAIP only in writing by binding LOI or formal PO, but shall only be deemed to be valid if they:
- are signed by a Customer’s authorized signatory,
- reach SAIP before QT validity expires and
- Refer to a certain SAIP QT explicitly.
4.2 The Customer commits with his Order as LOI or PO on:
- Binding Reservation of quoted Engineering Capacity
- Start of Services Date and Service Period as per quote
- Liability for Delays, Postponements and Modifications
- Idle Time Compensation as per QT provisions
4.3 A legally valid Contract shall materialize when:
- SAIP has submitted a formal OC
4.4 Tentative Deviations between a certain QT and the associated Order shall be deemed as inexistent, except:
- SAIP has confirmed those deviations in writing explicitly.
5. ORDER CANCELLATION and CANCELLATION FEES
5.1 A once-placed and confirmed Order can be cancelled by the Customer in writing against the cancellation fee, which covers pecuniary loss accrued by bindingly ordered but not received Engineering Capacity after the order cancellation date.
5.2 The following cancellation fee shall apply in this case:
- 30% of PO Service Net Value inclusive Services, Country-Factor and With-Hold-Tax – if applicable -, exclusive allowances, incidentals and VAT – if applicable -, but min. 2 weeks Idle Rate per Engineer as per QT provisions plus all already spent advanced and incidental expenses.
5.3 A confirmed Order can be cancelled by SAIP in writing without a cancellation fee if:
- SOS is delayed without SAIP’s fault and
- SOS is delayed more than 15 working days or
- a realistic new SOS is not any more predictable or
- it cannot be executed anymore, because postponed execution would impair or delay other competing, already confirmed Orders, making SAIP liable to pay damages.
6. PROJECT EXECUTION and CHANGE REQUESTS
6.1 Latest 3 working days after reception of formal OC, the Customer has to deliver or hand over all project relevant:
- Information, Specification and Documentation
- Configuration Schemas and Technical Drawings
- Signal Lists and Parameterization Convention
- Model Projects and Operational Concepts
- Hard-, Soft- and Firmware as well as Dongles
- Software-Licenses and Project Back-Ups
6.2 In case of non-compliance, all deadlines are delayed by the duration of delivery or handover delay without SAIP can be held liable for this delay.
6.3 Retroactive modification, extension or completion of SAIP’s scope of service, task assignment or job specification and/or delivered information, specification, data and/or documentation after SOS without a formal change request shall be excluded explicitly.
6.4 Legitimate claims from assigned personnel of the Customer regarding deficiencies or errors in SAIP’s scope of services shall not be considered as change requests and be corrected at the expense of SAIP without delay.
6.5 Change requests from the Customer regarding desired modifications, extensions or completions shall be documented in a Change Request List and be evaluated by SAIP.
6.6 Small Changes which take under 1h shall be accepted, executed and registered in the Change Request List.
6.7 Medium Changes which take between 1h and 8h shall be accepted and executed against a signature of the assigned Customer personnel in the Change Request List only.
6.8 Big Changes which take more than 8h shall be documented and forwarded to SAIP’s Sales Department, which shall analyse the Change Request and elaborate a quote extension.
7. LIABILITY and WARRANTY PERIOD
7.1 SAIP assumes liability for orderly engineering and duly execution, as well as the quality of services and solutions as ordered by the Customer and confirmed by SAIP.
7.2 The Warranty Period for Services rendered and Solutions delivered is 2 years and starts with Project or Service Completion or Formal Acceptance by the Customer.
7.3 Defects have to be notified immediately after detection by the Customer in writing.
7.4 Defect Notifications shall be reviewed promptly after receipt by SAIP to determine if they are legitimate and if SAIP recognizes responsibility for them.
7.5 If SAIP recognizes a possible defect responsibility, defects shall be rectified at the expense of SAIP within a reasonable period mutually agreed about.
7.6 If SAIP discovers subsequently in course of rectification that SAIP was not at fault and provides the evidence, all related Services and Incidentals shall be invoiced to the Customer as per QT provisions.
8. PROFESSIONAL LIABILITY CIVIL INSURANCE
8.1 SAIP contracted and maintains in force a Professional Liability Civil Insurance for physical and property loss which covers max. €200.000 per event and €500.000 per year.
8.2 Disregarding local applicable legal regulations, the total liability of SAIP shall be limited generally and without any exceptions to the insurance proceeds.
8.3 Any Liability and Compensation for Consequential Losses of the Customer or Third Parties like contract or delay penalties, supply or production downtimes etc. shall be excluded.
9. INVOICING, INCIDENTALS and OBJECTIONS
9.1 Invoices shall be issued in English language and take into account the legal provisions of EU law, in particular invoice number and date, project designation, order number and date, service and billing period as well as a VAT application reference according to CD 2008/8/EC Art.44.
9.2 Invoices are to be issued in € and to contain rows for items, descriptions of services, quantities, units, price/unit as well as the total price.
9.3 Incidentals shall be passed on to the Customer according to real expenses, other currencies shall be converted with official published interbank rates plus 3% applied on the last day of the month the expenses accrued.
9.4 SAIP does not assume responsibility for uncommon expenses which accrue if flights are cancelled, air tickets are to be rebooked or hotel room prices that exceed contractual limits in periods of local fairs or other events.
9.5 Invoices and associated attachments shall be submitted via email as PDF documents only. Invoices submitted in this manner shall be considered as valid originals, and no further hard copies need to be sent by post or courier service.
9.6 If the Customer nevertheless demands hard copies to be submitted, the related expenses for courier services shall be reimbursed as incidentals.
9.7 Objections against invoices or associated attachments must be raised by the Customer latest 2 weeks after receipt, otherwise the documents shall be deemed as accepted.
10. PAYMENT, DELAY and SERVICE SUSPENSION
10.1 Payment of invoices shall be effected through the free transfer of funds to the designated SAIP account in the SAIP invoice.
10.2 Payment shall be effected within the payment term as per QT provisions and is considered as effected at the date the money is credited to SAIP’s designated account.
10.3 If the Customer fails to pay within the designated term of payment without legitimate objection, SAIP is entitled to charge an additional 8% above the reference interest rate of the European Central Bank on all open claims according to CD 2011/7/EU Art.2 Lit. 6 EURIBOR 12M or Art.3 ROBOR 12M.
10.4 If the Customer fails to pay within the designated term of suspension as per QT provisions without legitimate objection, SAIP is entitled to suspend service execution and redraw engineers from the site(s) at the Customer’s expense. In this case, SAIP can be held liable neither for delays nor for additional expenses accrued.
11. PROPERTY and RETENTION RIGHTS
11.1 Services executed by SAIP or its Project Engineers in the name of the Customer shall become the exclusive property of the Customer irreversibly as soon as they have been fully paid by the Customer.
11.2 Until full payment, SAIP reserves a retention right in whole or in part regarding all relevant project material detailed specified in Clause 6.1.
11.3 With the exertion of the retention right due to missing, incomplete or substantially delayed payment, the Customer loses the utilization rights over the executed services by SAIP.
11.4 In this case SAIP is particularly entitled to remove or erase unpaid engineering work or block its function, and commercialize it at its own discretion, but cannot be held liable for any impact of these measures.
12. NON-SOLICITATION CLAUSE
12.1 The Customers and SAIP mutually agree to refrain from any head-hunting, hiring and concluding contracts with each other’s current and former employed and/or self-employed Project Engineers disregarding the individual contractual relationship with the other Party.
12.2 This Provision bans both, any direct contractual relationship as employee or freelancer as well as any indirect contractual relationship via other partnerships or companies and applies via the Customer’s Company to the Customer’s Parent Company and further to all other Subsidiaries where the Customer’s Parent Company holds shares.
12.3 The Customer and SAIP are neither entitled to act as sponsors for visa purposes nor as intermediaries conveying each other’s current or former employed and/or self-employed Project Engineers to Third Party companies.
12.4 Any act contrary to Clauses 12.1, 12.2 or 12.3 shall attract a contractual penalty of €100,000 (in words: Euro one hundred thousand) for each incidence of default without the need to prove the value of the pecuniary loss.
12.5 The Provisions of Clauses 12.1, 12.2 and 12.3 shall survive the termination of the last collaboration with SAIP for a further period of 3 years.
13. SETTLEMENT of DISPUTES
13.1 Disputes that may arise as a result of services performed or solutions provided by SAIP or in connection therewith, shall be settled jointly and amicably between the Customer and SAIP to reach a mutually satisfactory result.
13.2 If unresolved directly, disputes shall be settled at the Chamber of Arbitration of the International Chamber of Commerce and Industry of Romania in Bucharest.
13.3 The Customer and SAIP shall appoint an arbitrator, each to be confirmed by the institution according to the regulations. These two arbitrators shall appoint a third arbitrator.
13.4 Hearings of the arbitration shall be in the Romanian Language, with a translator to any language the Customer requests.
13.5 The Arbitration Verdict shall be deemed as final, binding and irrevocable, so no further legal steps or ordinary juridical actions shall be admissible.
14. FORCE MAJEURE
14.1 In the case of Force Majeure, the deadlines shall be postponed mutually until all impediments have been overcome or obstacles vanished.
14.2 Accidents, Acute Sicknesses or Short-term Quitting of SAIP’s employees shall be handled as Force Majeure too. In this case, SAIP cannot guarantee the deployment of equivalent Engineering Capacity without delay.
14.3 In the case of Force Majeure, SAIP can be held liable neither for delays nor for additional expenses accrued.
15. FINAL PROVISIONS
15.1 If any provision of this terms and conditions shall be determined to be or to become invalid, this shall not affect the validity of the remaining provisions hereof.
15.2 Any invalid provision shall be replaced by a provision that most closely reflects the commercial intention of the invalid provision. This shall also be the case in respect of any gap in this agreement.