1.1 These Purchase Terms (henceforth the “CONTRACT”) have validity for all legal purposes.
1.2 The goods shall be purchased from time to time by issuing appropriate orders.
1.3 The SUPPLIER accepts and commits himself to supply the goods ordered by DMLink pursuant the terms and condition of the CONTRACT.1.4 This CONTRACT shall apply to the entire supplies of products in any way affected by the SUPPLIER not with standing the SUPPLIER’s General terms and condition
1.4 Any particular conditions and exceptions or changes to this CONTRACT shall be valid solely if specifically agreed in writing between the SUPPLIER and DMLink.
2.1 Each order shall exclusively regard the products expressly indicated in the same.
2.2 DMLink shall clearly specify the products in the order: the current code and description of the products listed in the SUPPLIER’s price list may be used to these purposes from time to time.
3.1 The SUPPLIER’s price list shall be changed unilaterally by the SUPPLIER only after formally informing DMLink.
3.2 The SUPPLIER shall supply DMLink with the official price lists, on which the purchase orders shall be based; any special quotations may be agreed previously between the Parties.
3.3 The products shall be invoiced at the price specified in the related order, as accepted by the SUPPLIER. All prices shall be quoted in Euro (or in agreed currency), net of VTA, transport and insurance.3.4 If there be price list increases, the SUPPLIER will maintain the same prices as those prior to the start date of the price list for all orders made by DMLink prior to the date of the price list increases but not yet dealt with.
4.Purchase price protection
4.1 If the price list is reduced, the SUPPLIER will apply a price adjustment as per the new price list to DMLink for unfilled orders. The same practice shall apply regarding goods in transit and in the case of unsold goods in DMLink’s warehouse through the issue of special credit notes. In the case of goods in transit and unsold goods in DMLink’s warehouse, the latter shall forward a written request for the price adjustment, within 30 (thirty) days of the date of the price list variation and shall also provide documentation regarding the system data, stock data and data related to the goods in transit.
5.Transfer of property, transport and delivery of products
5.1 The transfer of property shall occur at the time of the delivery of the products and, more precisely, at the time that the transport document is undersigned, that is, at the time that the products are accepted by DMLink.
5.2 Each sale shall be effected ex-warehouse at DMLink’s premises and it shall be understood that all transport operations shall be the responsibility of the SUPPLIER, who shall accept all the relative risks and expenses, including those pertaining to the insurance.The goods shall be insured by the SUPPLIER.
5.3 The delivery terms contained in each order shall be binding and shall start from the date of the receipt of the order by the SUPPLIER, it being understood, however, that should the delivery times specified in the order expire without the delivery of the goods, DMLink shall have the right to withdraw from the order by informing the SUPPLIER in writing without the latter having any right to any compensation for damages and/or reimbursement. The Parties also agree that, should the delivery date be precisely specified in the order, the same shall not in any way anticipated by the SUPPLIER.
5.4 Deliveries shall be effected at the address of the destination specified in the order.
6.Complaints and returns
6.1 On receipt of the products DMLink shall check the state and the conformity of the products within 14 days after the date the delivery note was undersigned.
6.2 All complaints relating to the conformity of the products to the order, including those relating to their quantity and/or external appearance shall be made in writing and communicated by e-mail to the SUPPLIER within and not latest than 14 days from receipt.
6.3 If the products are defective, DMLink will have the right to return them to the SUPPLIER and the defective products shall be credited to DMLink by Credit note which will be issued within the following month. The transport costs for the defective product will be charged to the SUPPLIER.
6.4 This article shall not apply to the so-called “anonymous faults” (that is, those faults that are not evident at the time of the transfer of the faulty product from one subject to another during the distribution chain and which emerge solely at the time that the same product arrives at the consumer).
7.1 All payments will be due pursuant the payment terms indicated in each order.
7.2 The SUPPLIER will issue the Credit notes agreed between the Parties within 30 (thirty) days from the request. The same may be offset against the credit due to DMLink resulting at the time of the first valid payment to the SUPPLIER.
7.3 Should the SUPPLIER delay the issue of the credit documents due to DMLink, the latter may offset the suspended loans in the payment.
8.Patents, brands and trademarks
8.1 DMLink shall expressly acknowledge that the name of the SUPPLIER, its graphic composition and the Know-How relating to the products supplied are protected by the laws regarding the intellectual and industrial property rights of the SUPPLIER and/or of companies belonging to the group.
8.2 DMLink may in no way utilise, delete or remove any indication relating to patents, brands, sales/commercial names or hall marks and trademarks relating to origins given by the SUPPLIER to the products supplied, without the prior written authorization of the SUPPLIER.
9.1 The SUPPLIER declares and acknowledges that the products pertaining to this CONTRACT are covered by the producer’s guarantee lasting differently depending on the type of the product and starting from the delivery date of each product to the consumer and are subject to the dispositions of the Consumer Code, so that the SUPPLIER, when simply requested by DMLink and after being informed of the judicial or extrajudicial contestation made by a third party within 10 (ten) days of receipt of the same, shall compensate and reimburse DMLink for any charge and expense incurred by the same in the fulfillment of the legal obligations charged to the same and foreseen by the cited regulations, with no exceptions. The reimbursement shall be made by credit note.The accessories, smartphones, computers, TVs have a 6 months guarantee. The eco-transport like gyroboards, electric scooters and also gamepads and memory cards have a guarantee lasting 2 years. The gadgets like fitness trackers, smart watches, toys, small cars, drones, gaming accessories (including keyboards, mice, headsets) have a 12 months guarantee.
10.1 DMLink and the SUPPLIER shall treat as strictly confidential and not divulge any of the information, data, technical formulae that they might both learn in execution of this CONTRACT, and shall similarly be responsible for the conduct of their employees.
10.2 Barring any case in which, at the time of the signature of this CONTRACT, any element constituting information, data or technical formulae that are already public knowledge and are already known by the Parties, published or have become public knowledge later, and in exactly the same form and combination but not due to any violation of the obligations of confidentiality assumed in this CONTRACT.
10.3 This article shall come into force from the date it is signed and shall terminate solely when the information, data, technical formulae shall be known to the majority of those operating in the sector or shall have become public knowledge. Should one or more elements of this information, data, technical formulae become known or public knowledge, in exactly the same form and combination, the agreement shall continue to be effective with regard to the other elements not yet known or become public knowledge.
11.Applicabile law and competent jurisdiction court
11.1 This CONTRACT is regulated, interpreted and executed in compliance with the dispositions of the Law of Republic of Moldova.
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