Terms & Conditions
INTERMEDIARY CONTRACT RUA – GENERAL CONDITIONS
February 2022 edition
1. GENERAL AND INTRODUCTORY CLAUSES
1.1 PURPOSE: These General Contractual Conditions complete and explain the clauses in the main part of the intermediation contract, called the CONTRACT, concluded by Rua Homeinvest as an INTERMEDIARY, with the natural or legal person as the BENEFICIARY.
1.2 THE INTERMEDIARY, in the explanation of chap. III of the CONTRACT, offers exclusive representation services, related to the real estate transactions intermediation, meaning any sale or rental contracts, or/and any other possible real estate operations (construction and land, finishing, furnishing, promotion), both for sellers and lessors, respectively for the buyers or tenants, or for other types of interested persons (leasers, beneficiaries of the right of servitude, etc.), under the general conditions provided by the legislation in force and by these General Contractual Conditions, which are displayed on the website imobiliare.digitally.plus and constitute ANNEX to the CONTRACT which is updated periodically (applicable to the CONTRACT remains the current version in force at the date of its conclusion), as well as the specific conditions agreed by the main part and Annex 1 to the CONTRACT.
1.3 THE OBJECT of the contract is the performance, as an obligation of endeavor (therefore not of result, being sufficient to make adequate efforts, even if it does not achieve the proposed goal), by the INTERMEDIARY, in exchange for a commission (and possibly fees and reimbursement of expenses) , identifying services, contacting and getting the interest of a potential contractual partner, after the offer and counter-offers presentations or mutual acceptance, and possibly after negotiations, with or without the mediation of the INTERMEDIARY after presentation and contact, effectively concludes with the BENEFICIARY, a contract, with the conditions and concerning the real estate specified in ANNEX 1 to the CONTRACT, but not including the conclusion of pre-contracts, even authentic ones. In addition, the object of the CONTRACT may include extra services mentioned in the same annex, with the same or different legal nature but still accessory to the representation or intermediation of real estate, respectively to the finishing services management, property management, etc. hotel regime.
1.4 CONTRACT DURATION: In the explanation of chap. VII of the CONTRACT, it enters into force on the date of its conclusion, if by special clause inserted, the parties do not derogate, expressly establishing a specific date after the conclusion of the contract, or an actual condition or indefinite suspension but surely to happen. The modification of the agreed end date is made like any other modification of the contract, by additional act, and the early termination, by law, judicial or by the will of one or both parties, based on the legal provisions or contractually agreed clauses, occurs in the cases provided.
1.5 CHARACTERISTIC OF THE CONTRACT: This contract is a real estate intermediary contract, having the legal nature of an intermediary contract, so a bilateral legal act, called, sinalagmatice (the services of the parties being reciprocal and interdependent), onerous (services are for a fee), with successive execution (contracted services are provided in stages), random (the main obligation to pay the commission is due regardless of the diligence of the INTERMEDIARY in finding a contractual partner), concluded for a determined period.
1.6 INTERPRETATION: The clauses of this contract are mandatory for the parties according to art. 1270 of the Civil Code and are legally supplemented by and interpreted in the terms of the provisions of art. 1266 – 1269 and 1272 Civil Code and other applicable legal provisions.
1.7 NEGOTIATED NATURE: All clauses of this contract including the annexes have been freely negotiated by the parties and knowingly assumed, being explained to and understood by the BENEFICIARY. The clauses in this ANNEX are also considered negotiated, being presented to the BENEFICIARY as a negotiable proposal in all aspects that do not constitute a takeover of the texts of mandatory normative acts, so there is no accession contract or standard clauses within the meaning of the law, they may be derogated by provisions agreed by the parties through the main part of this contract or subsequently by additional acts.
2. PROVISIONS OF CONTRACT PRICES AND PAYMENTS
In explanation and completing art. 4 of the CONTRACT, the following clauses apply:
2.1 The PRICE of the contract concluded by the BENEFICIARY with the third party found or considered found by the INTERMEDIARY is the one declared by the BENEFICIARY, to the INTERMEDIARY, but cannot be lower than that the notarial grids provided in force for comparable sales, respectively, it cannot be more than 25% below the rental market price, the BENEFICIARY must duly justify a significantly lower price than the one estimated by the INTERMEDIARY and he has the right to verifications, including to present, upon request, the contract in original / duplicate notarized certified.
2.2 The BENEFICIARY will pay the INTERMEDIARY the commission, regardless of whether the BENEFICIARY has received in full, in part or not at all the value of that contract and whether or not those payments were due.
2.3 INVOICING: At BENEFICIARY’s request, the INTERMEDIARY will also send the corresponding invoices, in accordance with the provisions of the financial-accounting and fiscal legislation, accompanied, if applicable, by an estimate and / or statement of expenses, at least 3 working days before the due date payment in question.
2.4 CURRENCY ASPECTS: In the case of established prices in foreign currency, the payment of the commission, any other fees and settlements of expenses will be made in RON at the BNR exchange rate of the payment day or, if an invoice was requested, at the invoicing date.
2.5 PAYMENT METHOD: Payments are made to the INTERMEDIARY’s bank account or in cash, on BENEFICIARY’s choice, within the limits allowed by the legislation in force regarding cash transactions, meaning 10,000 lei for receipts from individuals, according to Art 4 of Law 70/2015.
3. CONTRACTUAL LIABILITY AND TERMINATION OF THE CONTRACT
3.1 OBLIGATION TO COMPLY WITH THE CONTRACT: The clauses of this contract have the force of law between the contracting parties, according to art. 1270 of the Civil Code, the non-compliance obligations validly assumed by contract, as well as those provided by civil law, attracting the contractual civil legal liability of the guilty party, not excluding other forms of legal liability (contravention, criminal, etc.).
3.2 LEGAL FRAMEWORK APPLICABLE TO CONTRACTUAL LIABILITY:
The liability for non-compliance with the Parties obligations, is the one provided by the Civil Code rules for contracting parties in general and for intermediation contracts in particular, and respectively the one established by consumer protection legislation for professional liability.
According to art. 1523 al. 1 of the Civil Code, the parties agree that they are entitled to be late in meeting the agreed deadlines. However, in case of non-compliance with legal or contractual deadlines, the parties can make a delay in writing, valid also by e-mail, granting a remedy term of at least 5 maximum, 15 working days.
3.4 PENALTIES FOR DELAY: For the delay in fulfilling the contractual obligations assumed, the beneficiary owes penalty interest of 0.05% per day from the value of the overdue amount and the delayed service.
3.5 SUSPENSION: The delay by more than 15 days beyond the contractually agreed term and completion of the delay procedure even if the remedial period has not expired entitles the injured party to suspend performance of this contract until the other party has performed its outstanding obligation.
3.6 DISSOLUTION: Delay beyond the contractually agreed term, after completing the delay procedure, entitles the injured party to declare, as a contractual sanction, the CONTRACT as being unilaterally terminated according to art. 1552 of the Civil Code, by notifying the other Party, with effect from the notification date, without the need for any other formality and without the need of court intervention.
Unilateral termination operates only for serious or repeated breaches of contractual obligations, and only if the remedial period granted has not been met, but regardless of whether or not the party invoking the termination has resorted to the suspension of the contract in accordance with point 3.3. Termination in other cases than above described delays can only be done only through judiciary meanings, in the court.
3.7 DENUNCIATION: This contract may be terminated unilaterally by the INTERMEDIARY, with immediate effect, without needing to state termination reasons.
3.8 FORCE MAJEURE AND FORCED CASE:
The parties acknowledge that their liability is removed from the Case of Forced Force and Force Majeure as defined by art. 1351 Civil Code.
Thereby, the Forced Case is an “unforeseeable and unforeseen event” by the party concerned, such as a car accident or work accident, serious illness or theft, which did not occur through the fault of the party concerned, it cannot be foreseen in concrete terms or prevented from doing so.
Force Majeure is an “external event, unpredictable, absolutely invincible and inevitable.”
The force majeure protects the party invoking it, in accordance with the provisions of art. 1634 and seq. Of the Civil Code, provided that its intervention is notified within 24 hours from the occurrence of the situation and its proof, with documents issued by authorized entities, within 15 days from the occurrence.
The parties agree that strikes, changes in the economic situation and market prices and changes in legislation do not constitute cases of force majeure in connection with the performance of this contract.
Cessation of force majeure must be notified within 5 days.
3.9 TERMINATION: Except for the cases of termination mentioned above, meaning by unilateral termination or denunciation according to CHAP. VII, this contract may also terminate:
1. a) by agreement of the parties
2. b) unilateral denunciation by the INTERMEDIARY if the case of force majeure persists after 10 days;
3. c) bankruptcy, voluntary dissolution or loss in any way of the civil legal capacity for use or exercise necessary for the INTERMEDIARY to provide the contracted services
4. d) by reaching the deadline
5. e) by execution
6. f) if the object of the contract becomes impossible to perform
7. g) in other cases provided by law.
3.10 COMPENSATORY DAMAGES: Unilateral termination gives the right to the invoking party also to damages according to art. 1530 et seq. Of the Civil Code for the full coverage of the damage caused to it, including the one provided for violating the confidentiality obligation.
3.11 PENALTIES FOR VIOLATION OF CONFIDENTIALITY: Violation of the confidentiality obligations according to point 4 obliges the parties to bear a penalty of 2000 lei for each violation, as a convenient criminal clause by the parties for the lump sum determination of the damage, insofar as the injured party does not demonstrate a higher value of the damage.
3.12 ULTRAACTIVITY (SURVIVAL OF SOME LIABILITIES): In the event of termination of the contract, will remain unaffected the outstanding payment obligations or other consideration for services already performed or damages incurred, as well as specific clauses which by their nature survive the termination of the contract, such as confidentiality, eviction guarantee and against hidden defects of property, intellectual property and others similar, this contract being considered converted into an atypical act containing persistent mutual obligations deriving from law or contract. Also, the obligation of commission fee survives if the INTERMEDIARY’s activities benefited specifically from the BENEFICIARY only later, in the sense of concluding the contract with the contractor found or considered found by the BENEFICIARY, but after the termination of this intermediation contract in its typical form.
3.13 APPLICABLE LAW: This contract is governed by Romanian law – mainly by Law 287/2009 on the Civil Code, Ordinance 21/1992 on consumer protection, Law 296/2004 on the Consumer Code and GEO 34/2014 on consumer rights in concluded contracts with professionals and others.
3.14 DISPUTES: Any disputes between the parties will be settled amicably, and in case of failure, the dispute will be submitted to the competent courts at the headquarters of the INTERMEDIARY.
Previously, simultaneously or subsequent to the legal action, the BENEFICIARY may address administratively the National Authority for Consumer Protection according to the specific legislation, its notification not excluding the right of access to justice or the appeal to mediation.
4. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
4.1 The BENEFICIARY shall not disclose this AGREEMENT to any third party except members of the family with whom he or she lives and is interested in the transactions concerned, provided that he or she also assumes the obligation of confidentiality and liability for any breach thereof.
4.2 The BENEFICIARY will not disclose to third parties the address and prices of the buildings viewed, nor the commission levels, discounts, quotes, invoices, statements, payment documents and other documents issued by the INTERMEDIARY or other information that may affect the INTERMEDIARY’s trade secret or image.
4.3 The confidentiality obligation provided in ch. X is valid for the duration of this contract.
4.4 The INTERMEDIARY has the obligation to maintain strict confidentiality regarding the BENEFICIARY’s personal data, including those of identification and contact, but also those concerning the desired or performed transaction, the persons who accompanied or consulted him, amounts claimed or offered, options and tastes in terms of architecture and urban planning, locations, design and art, environment and any other information he came into possession as a consequence of the CONTRACT, throughout its validity.
4.5 THE BENEFICIARY declares that he has been informed of the legal rights conferred by Law 677/2001 and other incidental normative acts in the field of personal data protection, that they have been explained and understood, including the fact that he has the access right and data intervention, the right not to be subject to an individual decision and to be against his personal data processing and to obtain their erasure, in any case where that collection, storage or processing exceeds the applicable legal rules or purpose legitimate in which they were made available to the INTERMEDIARY.
4.6 THE BENEFICIARY also states that he / she has been informed that, in order to exercise these rights, they may address a written request to the INTERMEDIARY, dated and signed, as well as complaints to the competent state authority (ANSPDCP) and, if necessary, in court.
4.7 Under the conditions specified above, the BENEFICIARY expresses, by signing this contract, his written, express and informed consent to the processing by the INTERMEDIARY, under the conditions and within the limits of the law, of the personal data that he has provided or will make available to him or he obtains them by providing the services or related steps.
5. MISCELLANEOUS PROVISIONS
5.1 OBLIGATIONS EXCEEDING THE INTERMEDIATION CONTRACT: Additional services, if they exceed the real estate intermediation, constitute ancillary contracts to the real estate intermediation contract, and have specific the legal regime to the contract in question provided by the Civil Code or various special laws.
5.2. NON-SPECIFIC AND IMPLIED OBLIGATIONS OF THE PARTIES: In addition to the main specific obligations set out in the Contract, the Parties are obliged to comply with all specific secondary obligations implicitly arising from the main ones as well as all non-specific and general obligations by the effect of the law including, as the case may be, the general and specific legal provisions regarding the activity of the companies, regarding the provision of services to consumers in general and those of intermediation services, respectively of real estate intermediation, in particular.
5.3 MODIFICATION OF THE CONTRACT AND COMMUNICATION: Any modification of this contract may be made only by mutual agreement, recorded in writing.
The parties shall promptly notify each other of any change in identification and contact details.
Communication between the Parties shall be by telephone, SMS and e-mail and direct meetings, but important elements shall be transmitted or repeated in writing on handwritten paper, at the request of either Party, and shall be communicated by means which ensures the certification of the reception of the communication.
5.4 INTEGRITY: This Agreement, together with its Annexes, which form an integral part thereof, constitutes the full will of the Parties and therefore removes any other verbal agreement between them, prior to or at the time of its conclusion, which would affect its content or its interpretation as well as any pre-contractual agreements that have not been taken over in this contract.
5.5 EFFECTS OF AFFILIATION: By the nature of the purpose of the contract, it is presumed that the BENEFICIARY also acts as an intermediary for the legal person whose sole or majority shareholder or partner, legal representative or chief executive is, as well as for his spouse, relatives and relatives up to and including grade IV , so that its obligation to pay the commission and other amounts, is also applicable when the contract with the contractor found or considered found by the INTERMEDIARY is concluded by one of them, in his own name or a third party, not by the BENEFICIARY in his own name.
5.6 CONCLUSION OF THE CONTRACT: It is done by meeting the concurring will of the parties, granting a common final version of the text followed by handwritten signature by the parties, agreeing that the written form of the contract necessary for its very validity.
In the case of signing by mail, if they are signed on different days by the involved parties, the entry into force will have them on the date of receipt to the INTERMEDIARY of the copy signed handwritten by the BENEFICIARY or it is seen by law that it was received by the INTERMEDIARY.