Art. 1 – Definitions

For the purposes of these Terms and Conditions:

• Supplier – Brander Promo & Advertising SRL (company details stated above).
• Client – any legal entity or organization with legal personality purchasing products and/or services from the Supplier.
• Products – goods and/or services supplied, including promotional products, customization, consultancy and creative services.
• Customized Products – products to which printing, engraving, embroidery or other customization is applied at the Client's request.
• Special Import Order – products sourced at the Client's request from external suppliers and which are not part of the Supplier's current stock.
• Defect – a product's non-compliance with the technical specifications confirmed in writing.

Art. 2 – Applicability

These Terms and Conditions apply to all offers, orders and contracts between the Supplier and the Client.

Any general terms and conditions of the Client shall not apply unless expressly accepted in writing by the Supplier.

Art. 3 – Offers and Orders

• Offers are non-binding and may be modified until the order has been confirmed in writing.
• An order becomes firm and binding only after written confirmation by the Supplier.
• For customized products, production will begin only after the Client has approved the artwork in writing.
• For special import orders, a minimum advance payment of 50% may be required.

Art. 4 – Prices and Payment

• Prices are stated in euros, excluding VAT and delivery costs, unless otherwise specified.
• The Supplier may update prices according to changes in costs, including production, transportation and exchange rates.
• Payment terms are those stated on the invoice. Late payment may result in commercial interest and penalties in accordance with the Romanian Civil Code.
• The Supplier may suspend deliveries until all outstanding amounts have been paid.

Art. 5 – Delivery and Transfer of Risk

• Delivery times are estimates and depend on stock availability, order volume and the complexity of customization.
• Risk passes to the Client when the goods are handed over to the carrier.
• Partial deliveries may be made and invoiced separately.

Art. 6 – Return Policy

• Customized products CANNOT be returned, except in the case of a manufacturing defect confirmed by the Supplier.
• Special import orders may only be returned with the Supplier's prior written approval and only if the Client agrees to:
  • the round-trip transportation costs to the external supplier; and
  • the applicable logistics and restocking fee of between 30% and 70% of the product value.
• Any accepted return must be made in the original packaging, with the products intact and accompanied by all relevant documents.

Art. 7 – Claims (3-Day Period)

Client's obligation upon receipt: The Client must inspect the products immediately upon receipt, including quantity, condition and conformity.

Written notification within 3 days: Any non-conformity, visible defect or missing item must be reported to the Supplier in writing within a maximum of 3 calendar days from the date of receipt. If no notification is submitted within this period, the products shall be deemed accepted as conforming.

Submitting a claim does not suspend the Client's payment obligations.

Art. 8 – Intellectual Property Rights

• Artwork, designs, samples, photographs and graphic files created by the Supplier remain the Supplier's property.
• The Client guarantees that it holds the necessary rights to all logos, text and materials supplied for customization and shall indemnify the Supplier against any third-party claims.

Art. 9 – Force Majeure

The Supplier shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including natural disasters, conflicts, pandemics, strikes, customs restrictions, shortages of raw materials or similar circumstances.

Art. 10 – Limitation of Liability

• The Supplier's total liability for direct damages shall not exceed the value of the product or service that gave rise to the claim.
• The Supplier shall not be liable for indirect losses, loss of profit or other commercial damages.

Art. 11 – Governing Law and Jurisdiction

These Terms and Conditions are governed by Romanian law. Any disputes shall be settled by the competent courts in Ilfov County, Romania.

Art. 12 – Final Provisions

• Amendments to these Terms and Conditions shall be communicated in writing and shall enter into force 30 days after notification.
• If any provision becomes invalid or unenforceable, the remaining provisions shall remain valid. The invalid provision shall be replaced with a provision having a similar purpose and effect.