Terms and Conditions

Terms and Conditions

The clauses and conditions set forth below (hereinafter referred to as "T&C") relate to the deliveries and services provided to the client (hereinafter referred to as "CLIENT") in exchange for a consideration by CREATX TECHNOLOGY SRL, based in Alba Iulia, Primaverii Street no. 30, Alba County, registered with the Alba Trade Registry under no. J2011000126018, unique registration code RO28114900, in the capacity of seller or supplier (hereinafter referred to as "Seller" or "CREATX TECHNOLOGY").

Any other contractual conditions as well as any provisions or clauses derogating from these General Conditions shall have no legal effect, except with the prior written consent of the Seller. These T&C are supplemented by the provisions of the contracts concluded by each CLIENT with the Seller, including binding offers signed by the Seller and CLIENT, if they exist, including their annexes (hereinafter referred to as "Special Conditions"). The General Conditions together with the Special Conditions constitute the contract between the Seller and CLIENT (hereinafter referred to as the "Contract"). In case of discrepancies between the provisions of these General Conditions and those contained in the Special Conditions, the provisions of the Special Conditions shall take precedence. The standard commercial terms of the CLIENT shall not apply; they are explicitly rejected by this document. This applies even if, in relation to a purchase order or in other documents of the CLIENT, reference is made to such standard commercial terms, and CREATX TECHNOLOGY does not explicitly reject them.

1. General Provisions

1.1. The meanings established in the Preamble and in section 22 Definitions refer to the terms written in capital letters in these T&C.

1.2. Amendments and supplements to these T&C must be made in writing.

1.3. The offers and cost estimates of the Seller do not constitute commercial commitments unless specified as such. Offers signed or agreed in writing by the Seller and CLIENT constitute commercial commitments, according to the civil code. Dimensions, packaging sizes, weights, reproductions, simulation results, and drawings are binding for execution only if expressly confirmed in writing.

1.4. If the CLIENT does not accept the CREATX TECHNOLOGY offer within 2 weeks of receiving it, CREATX TECHNOLOGY has the right to revoke it.

1.5. Products available in stock cannot be reserved and will be allocated to the first valid order received.

1.6. For small-value orders not placed through the CreatX store portal, handling fees may apply only if agreed upon by both parties.

1.7. In the event that there are differences between the prices in the order and those in the order confirmation, the prices in the order confirmation shall prevail. If the CLIENT does not agree with the new prices in the order confirmation, they may request the cancellation of the order within a maximum of one working day from the date of order confirmation. If the CLIENT does not communicate their disagreement by canceling the order, it will be considered that they agree to the new prices.

1.8. The cancellation of orders (both standard components and configurable ones) refers to the "confirmed date" in the order confirmation. In the first 2 days from placing the order, it can be canceled without additional costs. Until 10 days before delivery, the cancellation will be reviewed on a case-by-case basis, and the Seller reserves the right to refuse the cancellation or request a cancellation fee of 30% of the product value. Cancellation requests made less than 10 days before delivery will not be accepted; goods will be delivered and invoiced in full.

1.9. If the CLIENT cancels an order with advance payment, the Seller reserves the right to retain the advance payment as a cancellation penalty. In the event of order cancellation, the CLIENT will reimburse the Seller for all costs incurred up to the time of cancellation.

1.10. For orders with advance payment, unpaid pro forma invoices will be canceled after 90 days from issuance, and orders will only be processed after the advance payment is made.

3. Transfer of Risks

3.1. The delivery of GOODS and the transfer of risks take place under FCA (free carrier) terms from the shipping unit of the factory supplying the GOODS (Incoterms® 2020), unless specifically agreed otherwise.

3.2. If, at the CLIENT’s request, the goods are shipped or the service is provided at another location, the Seller has the right to choose the type of shipping, at the CLIENT's expense.

3.3. Deliveries of spare parts and returns of repaired goods are carried out—provided they are not included in liability for defects—against reasonable shipping and packaging fees, in addition to the remuneration related to the Seller’s service. Outside liability for defects, returns to the Seller as well as shipments for repair operations will generally be carried out free of charge at the Seller's premises.

3.4. All risks related to the sold goods/services are transferred to the CLIENT at the time of delivery, respectively at the time of drawing up the reception report. If delivery is delayed for reasons not attributable to the Seller, all risks related to the delivered goods as well as the provided services are transferred to the CLIENT from the day of notification of availability for delivery.

3.5. At the CLIENT's request and expense, CREATX TECHNOLOGY will take out insurance policies for deliveries, covering usual transport risks.

4. Retention of Title

4.1. Ownership rights over the delivered goods and provided services are transferred from the Seller to the CLIENT only upon the full fulfillment of all present and future obligations owed by the CLIENT to the Seller under the Contract.

4.2. If maintenance and repair work needs to be done on the GOODS subject to the retention of title, the CLIENT must carry out the respective work in a timely manner and at their own expense.

4.3. The CLIENT has the right to process or assemble the products and services purchased from the Seller with other products and services in the course of their current business. To guarantee the rights of the Seller mentioned in art. 4.1, the Seller acquires a co-ownership right over the goods resulting from processing or assembly, or based on the services provided by the Seller. The CLIENT will retain the goods over which the Seller has a co-ownership right free of charge, as a secondary contractual obligation. The amount of the Seller's co-ownership share in the resulting good is determined according to the ratio between the value of the product/service supplied by the Seller and the good/service obtained through processing or assembly at the time of incorporation.

4.4. The CLIENT has the right to sell the goods/services received to third parties, in exchange for cash payment or bank transfer subject to ownership, in the course of their current business. The CLIENT assigns to the Seller from the date of signing this contract all rights to claims and accessory rights arising from the sale of the goods or services. If products or services belonging to the Seller are resold together with other goods or services, the claim related to the price of the Seller's product/service will be assigned. The assigned claims serve as collateral for CREATX TECHNOLOGY's claims under the provisions of art. 4.1. The CLIENT has the right to collect the assigned claims as long as they have fulfilled their obligations to the Seller on time. The rights provided for in this paragraph may be revoked if the CLIENT does not properly and timely fulfill their obligations to the Seller. These rights cease without the need for express revocation if the CLIENT ceases or delays payments for a period longer than 30 days. At the Seller's request, the CLIENT will promptly inform the Seller in writing of the value of the claims owed to them from the sale of the goods/services and who the debtors of the claims are, will promptly notify their debtors of the assignment of claims, and will provide the Seller, at their own expense, with the supporting documents that prove the assignment of claims.

4.5. The CLIENT may not dispose of the goods/services that are owned or co-owned by the Seller or of the claims assigned to it in any other way. The CLIENT may not encumber the goods purchased from the Seller with burdens, except with the prior written consent of the Seller. The CLIENT will bear all costs necessary to prevent third parties from accessing the goods owned by the Seller or those constituted as collateral in favor of the Seller and recovering the goods, to the extent that their value cannot be collected by the Seller directly from third parties.

4.6. In cases described in art. 4.5 or in the event of another culpable breach of the CLIENT's contractual obligations, the Seller has the right to reclaim the goods in the possession of the CLIENT, under the retention of ownership or co-ownership of the Seller, and to immediately regain possession of them at the price at which they were sold to the CLIENT, regardless of whether they are in the possession of the CLIENT or a third party and regardless of whether they have been paid for or not, until the full settlement of all payment obligations of the CLIENT to the Seller (including interest, penalties, costs generated by the termination of the Contract and by the Seller's regaining possession of the delivered but unpaid goods or recovering the unpaid amounts by other means). If the Seller's products have been incorporated into other products, the CLIENT will allow the Seller to recover them from the assembled product. In the event that the products are damaged, the Seller reserves the right to reduce the value of the goods taken back from the value at which they were sold to the CLIENT. The value of the credit note issued by the Seller for the goods taken back from the CLIENT will be used to offset the value of outstanding invoices, regardless of the due date preceding the notification sent by the Seller, according to art. 4.5, starting with the oldest due invoices.

4.7. At the express request of the Seller, in situations described in art. 4.6, the CLIENT undertakes to provide within a maximum of 2 working days a list of all products/services existing in their stock at the time of the request and with the persons to whom they sold the products/services owned or co-owned by CREATX TECHNOLOGY that they have not yet collected, as well as the share of claims owed to them from such resale. Furthermore, the CLIENT undertakes to allow access to the legal or conventional representatives of the Seller to their premises for the purpose of preparing this inventory and reclaiming the goods, as well as to assist the Seller in recovering their goods held by third parties, by informing the respective debtors about the assignment and will issue, to CREATX TECHNOLOGY, at their own expense, registered titles of ownership with the competent authorities regarding the assignment of claims. The possibility of reclaiming the sold goods does not affect in any way the Seller's right to employ any other legal means for the recovery of amounts owed by the CLIENT until full payment of these amounts.

4.8. The CLIENT will inform CREATX TECHNOLOGY, without unjustified delays, of any seizures or other limitations of rights over products/services wholly or partially owned by CREATX TECHNOLOGY and/or over the related claims. The CLIENT will bear all costs caused by the removal of such seizures imposed by third parties on the items held, especially those resulting from the provisions of section 4.4, over which CREATX TECHNOLOGY has retained title or which it holds as collateral, and the CLIENT will replace them if they cannot be reclaimed from third parties.

4.9. If the value of the collateral held by CREATX TECHNOLOGY exceeds the level of claims by more than 10%, cumulatively, CREATX TECHNOLOGY will reduce the collateral to this level, at its own discretion.

4.10. The Seller's granting of any payment deferral or acceptance of a payment instrument shall not be construed as a waiver of its rights under art. 4.1-4.9.

5. Prices

5.1. The remuneration is established in a separate document (accepted offer) or otherwise established in the price list of CREATX TECHNOLOGY, valid at the time of delivery, plus the legal VAT rate and other indirect legal taxes will be due for the payment of the product/service.

5.2. VAT cannot be charged only in cases where the preliminary conditions for a tax exemption are met. For deliveries to EU member states, the following conditions will apply: The CLIENT will promptly contribute to the proof of delivery. In particular, CREATX TECHNOLOGY may request a confirmation of receipt that includes the date and signature. This confirmation will indicate at least the name and address of the recipient of the PRODUCT, the quantity, and a usual commercial description of the GOODS, the place and date of receipt of the PRODUCTS. In addition, the CLIENT will provide their identification number for VAT purposes. If such verification is not made, no VAT exemption will be granted for the supplied products. If the CLIENT fails to fulfill their obligations, they will reimburse the VAT amount resulting and any additional taxes incurred by CREATX TECHNOLOGY from the competent authorities.

5.3. In the absence of a separate agreement, prices are established under FCA (free carrier) terms from the shipping unit of the factory supplying the GOODS (Incoterms® 2020). Prices do not include packaging costs, transport, insurance, installation, and commissioning or VAT. If the CLIENT requests the collection of packaging, a separate fee will be charged. Regardless of an individual delivery term, the return location for packaging will be the shipping unit of the factory supplying the GOODS.

5.4. CREATX TECHNOLOGY reserves the right to modify prices accordingly if current costs increase after the contract is concluded, especially as a result of changes in labor costs, e.g., based on collective labor contracts, or changes in material prices that were not anticipated in the budget, to the extent that they are beyond CREATX TECHNOLOGY's control. Upon request, the CLIENT will be provided with evidence in this regard.

5.5. To the extent that deliveries of spare parts and returns for repaired GOODS are not covered by the warranty for quality defects, according to the provisions of section 8, a flat rate for shipping and packaging will be charged, in addition to the remuneration for the service provided by CREATX TECHNOLOGY.

6. Payment Conditions

6.1. Unless otherwise agreed in writing, the CLIENT will make advance payment by bank transfer and without any deductions.

6.2. The Seller has the right to allocate payments to the oldest due claims.

6.3. If the payment term is exceeded, CREATX TECHNOLOGY has the right to charge a late interest of 0.5% per week. It also reserves the right to claim additional damages.

6.4. If the CLIENT has not fulfilled their payment obligations, CREATX TECHNOLOGY has the right to make deliveries only under the condition of advance payment or the establishment of a guarantee by the CLIENT.

6.5. In the event that the CLIENT's financial situation significantly deteriorates or their payment behavior is deficient (for example, but not limited to, the CLIENT entering the Central Payment Incidents (CIP), registering arrears with the state budget, registering payment orders by certain creditors against the CLIENT, registering delays of more than 30 days in payments to the Seller), as well as in any other situation indicating a high risk of non-collection of debts or significant delays in payment, the Seller reserves the right to cancel the credit limit granted to the CLIENT and to require advance payment for new orders, as well as immediate payment of outstanding invoices, even if they have not yet reached maturity, as a result of canceling the commercial credit limit granted to the CLIENT, by written notification addressed to the CLIENT in this regard. From the date of notification, the CLIENT no longer has the right to dispose of the goods/services purchased from the Seller or of the assigned claims to CREATX TECHNOLOGY according to art. 4.4, until the full settlement of all payment obligations of the CLIENT to the Seller. If the CLIENT does not confirm the payment of outstanding invoices within a timeframe considered acceptable by the Seller, the Seller has the right to immediately regain possession of their goods held by the CLIENT, according to art. 4.6, the CLIENT declaring that they understand that failing to hand over or hiding the goods/services purchased from the Seller may fall under criminal liability, and in such cases, the Seller has the right to address criminal investigation authorities for their recovery.

6.6. The CLIENT has the right to offset their own claims and to withhold payments only to the extent that their own claims are undisputed or legally binding.

7. Complaints and Notification of Defects

7.1. Complaints will be notified by the CLIENT in writing, without unjustified delays, within a maximum of 5 days from the delivery of the PRODUCT. Other defects will be notified by the CLIENT in writing, without unjustified delays, after their discovery. The reference date is always the date on which CREATX TECHNOLOGY receives the notification regarding the complaint. The complaint notification will include a description of the defect and/or the moment when the defect occurred and detailed circumstances. Complaints regarding defects are excluded if the defects are not notified in a timely manner.

7.2. If the notification of a defect is unjustified, CREATX TECHNOLOGY has the right to request the CLIENT to reimburse the costs incurred by CREATX TECHNOLOGY, unless the CLIENT demonstrates that they are not responsible for the unjustified notification of the defect.

8. Quality Defects/Defects in Title

8.1. The description of the PRODUCT provided by CREATX TECHNOLOGY prior to the conclusion of the contract or agreed in a separate document (e.g., in DOCUMENTATION or catalog) is decisive regarding the quality of the PRODUCT. This will include, in particular, IT security features. The details in the description will be interpreted exclusively as performance specifications, and not as guarantees. A warranty is granted only if it has been explicitly established as such by CREATX TECHNOLOGY, in writing, prior to the conclusion of the contract. No other quality is owed and, in particular, no other quality results from public statements or advertising materials of CREATX TECHNOLOGY's distribution partners. CREATX TECHNOLOGY has no obligation to provide any service beyond liability for defects.

8.2. Claims for damages regarding quality defects are time-barred within twelve months. This does not apply if the legislation provides for longer limitation periods under the Romanian Civil Code.

8.3. The limitation period for quality defects begins:

i. For PRODUCTS purchased for integration into projects, such as applications and industrial equipment, motor vehicles, and motorized equipment: from the date the PRODUCTS are put into operation, respectively, in the case of original equipment, from the date of the first registration, and in other cases from the date of installation, but not later than six months from the date of delivery of the PRODUCT (transfer of risks);

ii. In all other cases (e.g., spare parts): from the date of delivery (transfer of risks).

8.4. If a quality defect occurs during the limitation period, CREATX TECHNOLOGY may repair the defect at its discretion, either by remedying the PRODUCT or providing a defect-free PRODUCT. The provisions of section 2 will apply mutatis mutandis.

8.5. If CREATX TECHNOLOGY requests this, the GOODS subject to the complaint will be sent for repairs to CREATX TECHNOLOGY or to the nearest Bosch Rexroth service accepted by CREATX TECHNOLOGY for the respective area. The costs associated with the cheapest round-trip shipping to/from the CLIENT’s delivery address in the country, agreed for the initial delivery, will be borne by the Seller, to the extent that the complaint proves to be justified. Remedying defects is carried out by replacing or repairing defective products at the Seller's premises or at the service centers recognized by it. Remedies at the location where the product is located are carried out only exceptionally, based on special agreements, according to the Seller's valid service conditions.

8.6. In the case of a remedy, the limitation period will restart for the repaired part, according to art. 12 para. 6 of the Emergency Ordinance 140/2021 regarding certain aspects related to contracts for the sale of goods. These complaints regarding defects will be time-barred no later than after the expiration of twice the limitation period, starting from the date of the first delivery of the PRODUCT.

8.7. If the remedy is unsuccessful, the CLIENT may terminate the contract or request a price reduction. Other rights based on the warranty for defects—especially claims for contractual or non-contractual damages—are excluded.

8.8. If the complaint proves to be unfounded, the CLIENT agrees to bear or reimburse the Seller for all related expenses.

8.9. Claims for reimbursement submitted by the CLIENT regarding the necessary expenses for remedying, especially transportation costs, transport, labor, and materials, are determined based on legal provisions. However, they are excluded to the extent that expenses are increased due to the PRODUCT being retrospectively transferred to a location different from the initial production unit. The costs necessary for remedying will be borne by CREATX TECHNOLOGY in a reasonable proportion, corresponding to the value of the item without defects, the severity of the defect, and/or the possibility of obtaining a remedy in a different manner; excessive costs will be borne by the CLIENT.

8.10. No remedy requests may be submitted in the case of a minor deviation from the agreed quality level or in case the use of the product is affected to a minor extent. Other rights are not affected by this provision.

8.11. The following do not constitute quality defects:

i. Normal wear and tear;

ii. Characteristics of the PRODUCT or damages caused to the PRODUCT or by the PRODUCT after the transfer of risks due to: improper handling, storage, or installation or failure to comply with shipping, packaging, installation, operation, use, handling, or excessive request or use, using inadequate operating resources, commissioning or maintenance work carried out improperly by the CLIENT or third parties;

iii. Characteristics of the PRODUCT or damages caused to the PRODUCT or by the PRODUCT due to force majeure, certain unforeseen external influences in the contract or using the PRODUCT outside the situations provided in the contract and ordinary use and, in the case of SOFTWARE, due to contamination with viruses;

iv. Modifications or repairs made to the PRODUCT by the CLIENT or other third parties, except where there is no causal link between the defect and the respective modification; the Seller's warranty obligation ceases in the event that the CLIENT or a third party intervenes with the product or modifies it in any way, or mounts foreign components—unless the defect is not causally related to the modifications. In particular, the Seller is not responsible for the change in condition or operation of its products due to improper storage or inadequate means of production, as well as climatic or other influences. The warranty does not cover defects arising from construction errors or the choice of unsuitable materials, if the CLIENT requested that construction or those materials, despite the Seller's warnings. The Seller assumes no responsibility for parts or components supplied by the CLIENT or third parties.

8.12. CREATX TECHNOLOGY is not responsible for the quality of the PRODUCTS regarding the design or materials used, if the design or materials are determined by the CLIENT.

8.13. The CLIENT will provide CREATX TECHNOLOGY, or a third party obliged to execute the warranty, the necessary time and opportunity to perform the warranty-related work. The CLIENT only has the right to carry out such work on their own account if CREATX TECHNOLOGY agrees to this, except in situations provided by current legislation. The necessary expenses for removing defects will be borne by the Seller in a reasonable measure, proportional to the value of an identical product without defects, the severity of the defect, and/or the possibility of obtaining a remedy in another way; any other additional costs will be borne by the CLIENT.

8.14. CREATX TECHNOLOGY's liability for compensation for damages caused by quality defects is also governed by the provisions of section 9. Other claims for damages submitted by the CLIENT or claims by the CLIENT for quality defects, other than those covered by this section 8, are excluded.

8.15. The provisions of this section 8 also apply to defects in title that are not based on a violation of third-party rights under the provisions of section 10.

9. Claims for Damages

9.1. CREATX TECHNOLOGY will be liable for DAMAGES caused by breaches of contractual or non-contractual obligations only:

i. in cases of intent or gross negligence;

ii. in cases of negligent or intentional bodily injury;

iii. as a result of providing a guarantee for quality or durability;

iv. in cases of culpable violation of essential contractual obligations; essential contractual obligations are those that, at the time of performance, allow for the proper fulfillment of the contract and on the compliance of which the CLIENT can normally rely;

v. in cases of mandatory liability under Law no. 240/2004 regarding the liability of manufacturers for damages caused by defective products; or

vi. in cases of other mandatory liability.

9.2. Liability for DAMAGES, according to the provisions of section 9.1, point iv, generated by simple negligence will be limited to the value of standard damages according to the contract and foreseeable at the time of its conclusion. This provision applies mutatis mutandis for DAMAGES generated by simple negligence by persons involved in fulfilling an obligation of CREATX TECHNOLOGY. The value of standard damages according to the contract and foreseeable, which are based on violations of obligations by CREATX TECHNOLOGY, corresponds to the value of the remuneration paid by the CLIENT, but does not exceed 10% of the order value.

9.3. The Seller is exempt from any liability to the CLIENT in cases of force majeure and fortuitous events, such as: natural disasters, conflict situations, states of necessity and war, governmental measures, in the sense of modifying commercial agreements, terminating international agreements, bankruptcy of suppliers, etc., which cannot justify claims for damages from the CLIENT.

9.4. Any liability for DAMAGES beyond those provided in section 9 is excluded—regardless of the legal nature of the established claim.

9.5. To the extent that CREATX TECHNOLOGY's liability for DAMAGES is excluded or limited, the same applies to the personal liability for DAMAGES of employees, representatives, and persons involved in fulfilling an obligation.

10. Intellectual Property Rights and Copyright

10.1. The Seller reserves its intellectual property and copyright over price calculations, information, drawings, and other documents.

10.2. CREATX TECHNOLOGY will be liable for claims resulting from an infringement of INTELLECTUAL PROPERTY RIGHTS if at least one INTELLECTUAL PROPERTY RIGHT from the group of property rights has been published either by the European Patent Office or in one of the following countries: the Federal Republic of Germany, France, the United Kingdom, Austria, or the USA.

10.3. The preconditions for liability under the provisions of section 10.1 are as follows:

i. The INTELLECTUAL PROPERTY RIGHT is not or has not been owned by the CLIENT or an affiliated company (according to the provisions of chapter III, art. 7, para. 26 of the Romanian Tax Code) and

ii. The CLIENT is not responsible for the infringement of INTELLECTUAL PROPERTY RIGHTS.

10.4. Claims made by the CLIENT are excluded if the PRODUCT was manufactured according to the CLIENT's specifications or instructions or if the (alleged) infringement of the INTELLECTUAL PROPERTY RIGHT results from use together with another product that was not supplied by CREATX TECHNOLOGY or if the PRODUCT is used in a manner not provided for by CREATX TECHNOLOGY.

10.5. Claims made against CREATX TECHNOLOGY under the provisions of this section 10 are subject to the following conditions:

i. The CLIENT informs CREATX TECHNOLOGY, without unjustified delays, of any claims made by third parties,

ii. The CLIENT provides CREATX TECHNOLOGY with a copy of all relevant correspondence with the claimant and the courts, without unjustified delays, after receipt of it,

iii. The CLIENT provides CREATX TECHNOLOGY with the necessary information to defend against the claim,

iv. at the request of CREATX TECHNOLOGY, the CLIENT grants CREATX TECHNOLOGY the exclusive right to manage the litigation and the right to make the final decision regarding obtaining any judicial understanding or extrajudicial resolution, and

v. the CLIENT adequately supports CREATX TECHNOLOGY in avoiding claims made by third parties.

10.6. In the event that the CLIENT is required to cease using the PRODUCT or part of it, either by a final and irrevocable court decision or by a provisional decision, then, in order to remedy the infringement of rights, CREATX TECHNOLOGY will obtain for the CLIENT the right to continue using the PRODUCT or will replace or modify the PRODUCT, while respecting its agreed functions, at its own discretion. If the aforementioned alternatives cannot be carried out by CREATX TECHNOLOGY under reasonable conditions, both parties have the right to terminate the contract. To the extent that it is reasonable for the CLIENT, the termination will only concern those provisions necessary to remedy the infringement of rights. CREATX TECHNOLOGY reserves the right to apply any of the measures provided in the first sentence of this section 10.6, in cases where the infringement of INTELLECTUAL PROPERTY RIGHTS is not ultimately supported or recognized by CREATX TECHNOLOGY.

10.7. CREATX TECHNOLOGY's obligation to compensate DAMAGES in the event of an infringement of INTELLECTUAL PROPERTY RIGHTS is otherwise governed by the provisions of section 9.

10.8. The provisions of sections 8.2, 8.3, and 8.6 apply also regarding the limitation period of claims based on an infringement of INTELLECTUAL PROPERTY RIGHTS.

10.9. Any other subsequent claims and those different from those regulated by this section 10, submitted by the CLIENT based on the infringement of third-party INTELLECTUAL PROPERTY RIGHTS are excluded.

11. Termination

11.1. In the event of a breach of contract by the CLIENT, especially in the case of non-fulfillment of payment obligations, CREATX TECHNOLOGY has the right, after the expiration of a grace period communicated to the CLIENT and without prejudice to other contractual and legal rights that it has, to unilaterally terminate the contract, without the need to delay and/or fulfill any other judicial or extrajudicial formalities, by simply sending a termination notice by the Seller (this represents an express resolutory pact according to art. 1553 of the Civil Code).

11.2. CREATX TECHNOLOGY has the right to terminate the contract without establishing an additional grace period if:

i. The CLIENT has ceased to make payments;

ii. The CLIENT faces a significant, real, or potential deterioration of their financial circumstances and, therefore, fulfilling a payment obligation to CREATX TECHNOLOGY is jeopardized;

iii. The CLIENT has requested the initiation of insolvency proceedings or a similar debt settlement procedure regarding their assets; or

iv. The CLIENT meets the criteria for insolvency or over-indebtedness.

11.3. After CREATX TECHNOLOGY declares the termination of the contract, the CLIENT will allow access to CREATX TECHNOLOGY or a representative of CREATX TECHNOLOGY to the GOODS subject to the retention of ownership within a maximum of 2 working days and will hand them over. After timely transmission of the relevant notification, CREATX TECHNOLOGY may otherwise utilize the GOODS subject to the retention of ownership, according to the provisions of section 4, to offset CREATX TECHNOLOGY's claims against the CLIENT.

11.4. Legal rights and claims are not limited by the provisions of this section 11.

11.5. In all the above cases, the CLIENT waives, by signing the Contract, the right to claim and obtain damages as well as the right to invoke compensation against the Seller, regardless of the reasons invoked.

12. Export Control

12.1. Deliveries of goods and provision of services (fulfillment of the contract) will be made only subject to the condition that their fulfillment complies with national or international provisions regarding export control and does not violate any embargoes or other sanctions.

12.2. If, prior to delivery, it is discovered that the fulfillment of the contract by CREATX TECHNOLOGY is impossible or is hindered due to national or international regulations regarding export control, especially embargoes or other sanctions, CREATX TECHNOLOGY has the right to terminate the contract without establishing a grace period.

12.3. The delivery time is suspended in the event of delays caused by export inspections or approval processes, unless CREATX TECHNOLOGY is responsible for such delays.

12.4. The CLIENT agrees to provide all information and documents necessary for the delivery, export, or transport of the PRODUCTS and SERVICES to be provided under the contract, except where CREATX TECHNOLOGY is responsible for these.

12.5. In the case of termination under the provisions of section 12.2, the CLIENT's right to request damages or claim other rights as a result of termination is excluded.

12.6. When the PRODUCTS supplied by CREATX TECHNOLOGY (including technology and related documents, regardless of how they are made available) and the works and services performed by CREATX TECHNOLOGY (including any technical support) are delivered, transferred, or provided to third parties, to be used in any other way, nationally or internationally, the CLIENT will comply with applicable provisions of national and international export (re)control legislation.

12.7. Re-export prohibition

12.7.i. The CLIENT shall not sell, export, or re-export, directly or indirectly, to:

a) the Russian Federation or for use in the Russian Federation of any goods and technology supplied under or in connection with this Contract that fall under the provisions of Article 12g of Council Regulation (EU) No. 833/2014, as amended.

b) Belarus or for use in Belarus of any goods and technology supplied under or in connection with this Contract that fall under the provisions of Article 8g of Council Regulation (EU) 765/2006, as amended.

The CLIENT is contractually prohibited from reselling, re-exporting, providing, or otherwise transmitting CREATX TECHNOLOGY products subject to embargo, directly or indirectly, to persons in Russia or for use in Russia.

12.7.ii. The CLIENT will make all efforts to ensure that the purpose of point 12.7.i above is not counteracted by any third party further down the supply chain, including potential resellers.

12.7.iii. The CLIENT will establish and maintain an adequate monitoring mechanism to detect the behavior of any third parties further down the supply chain, including potential resellers, to avoid counteracting the purpose of point 12.7.i above.

12.7.iv. If the CLIENT violates this re-export prohibition, according to art. 12.7, even negligently, this will give CREATX TECHNOLOGY the right to immediately cease further deliveries to the CLIENT and to terminate the contract or any single order at any time, to the extent that they have not yet been fully executed. In this case, a prior warning letter to be issued before the termination notice is not necessary. The statutory right of both parties to terminate the collaboration for other reasons will not be affected by this clause.

12.7.v. The CLIENT will immediately inform CREATX TECHNOLOGY of any issues in applying this re-export prohibition according to art. 12.7.i, 12.7.ii, 12.7.iii, including any relevant activities of third parties that could counteract the purpose mentioned according to art. 12.7.i. The CLIENT will provide CREATX TECHNOLOGY with information regarding compliance with the obligations of this re-export prohibition according to art. 12.7.i, 12.7.ii, 12.7.iii within two weeks of simply requesting this information.

13. Confidentiality

13.1. CONFIDENTIAL INFORMATION provided by CREATX TECHNOLOGY will not be disclosed to third parties and may only be made available to persons involved in the CLIENT's own activities, who need to know such information to fulfill the contractual objective and who have a confidentiality obligation. CONFIDENTIAL INFORMATION remains the exclusive property of CREATX TECHNOLOGY. CONFIDENTIAL INFORMATION may not be duplicated or used for commercial purposes without the prior written consent of CREATX TECHNOLOGY. Upon request by CREATX TECHNOLOGY, all CONFIDENTIAL INFORMATION provided by CREATX TECHNOLOGY (if applicable, including any copies or records thereof) and borrowed items containing CONFIDENTIAL INFORMATION will be returned to CREATX TECHNOLOGY or completely destroyed, without unjustified delays.

13.2. The obligation to maintain confidentiality under the provisions of section 13.1 does not apply to CONFIDENTIAL INFORMATION:

i. Already legally owned by the CLIENT prior to being provided by CREATX TECHNOLOGY;

ii. Legally received by the CLIENT from third parties, without any obligation to maintain confidentiality;

iii. Disclosed to third parties by CREATX TECHNOLOGY without any conditions regarding confidentiality;

iv. Developed by the CLIENT independently of the received information;

v. That must be disclosed by law; or

vi. Disclosed by the CLIENT with the prior written consent of CREATX TECHNOLOGY.

13.3. CREATX TECHNOLOGY reserves all rights over the CONFIDENTIAL INFORMATION described in section 13.1.

14. Reverse Engineering

14.1. Without the prior consent of CREATX TECHNOLOGY, the CLIENT may not perform any observation, examination, disassembly, or testing (so-called reverse engineering) of a PRODUCT supplied by CREATX TECHNOLOGY for the purpose of use.

15. Data Use and Protection

15.1. CREATX TECHNOLOGY will have the right, as permitted by law, to store, use, transfer, and/or exploit all information provided and created by the CLIENT in connection with the SOFTWARE, except for personal data, beyond the scope of the contract and for any other purposes, such as statistical, analytical, and internal purposes. This right will be unlimited and irrevocable.

15.2. To the extent that personal data is processed, CREATX TECHNOLOGY complies with legal regulations regarding data protection. In this case, details regarding the collected data and their processing are established in CREATX TECHNOLOGY's data privacy statements. (https://creatx.ro)

16. Miscellaneous Provisions

16.1. If a clause is or becomes invalid, the other clauses will remain in force according to this document. In this case, the invalid clause is considered replaced by a valid clause that closely approximates the economic purpose of the original provision. This applies correspondingly in the event of