Contract pentru deschiderea unui cont escrow

B. Confidentiality and processing of personal data

Art.3. Confidentiality

3.1. The Bank engages itself to keep confidential any Customer-related information and evaluation that it may have knowledge. The Bank may disclose such information only if it required by a legal provision or a legal document the Bank has to usually comply with, or to protect the interest of the Bank, or if the Customer agreed thereto. Bank may disclose professional secrecy information only with the express consent of the Customer or the request of the entitled bodies, in a legal procedure or in accordance with the laws in force.
More specifically, the Bank may disclose such information under the provisions of the law, in the following situations:

• 
  at the request of the account holder or of the persons legally entitled (i.e., heirs); at the written request of authorities or institutions if by special law these authorities and institutions are entitled in order to fulfill their specific duties to request and / or receive such information, and these information are clearly identified;
  

• 
  at the written request of the husband's account holder when he has to prove that he introduced in court an application for division of joint property, or at the request of the court;
  
• 
  at the request of court in order to solve various cases to be decided;
  
• 
  at the request of the bailiff in order to achieve forced execution for the existing accounts of debtors;
  

• 
  the disclosure of information protects the bank against imminent losses;
  
• 
  the Bank justifies a legitimate interests to disclose such information;
  
• 
  the information is or becomes public with no bank implication;
  
• 
  in any other situation provided by the law.
  

The banking secret related the information and data on the Client and its transactions cannot be opposed to the supervision authorities existent in the banking system and to those having competences in the prevention and fighting of money laundering and terrorist financing.

3.2. Bank is entitled to disclose details about customers and their transactions by virtue of legal reporting obligations and to any other credit institution for their own or client's interest.

Art.4. Processing of personal data

4.1 Based on the requirements provided by the Law 677/2001, we hereby inform you the following:

In accordance to a series of normative acts adopted by US further to the events of 11^th of September 2001, the US Treasury Department has obtained access, with the purpose of fighting against financing of terrorist acts, at certain personal data of the clients (private individuals) of the financial institutions, when performing international funds transfer through SWIFT (Society for Worldwide Interbank Financial Telecommunication).

The utilization of the SWIFT services implies a transfer of personal data from a territory of a UE member state (i.e. Romania) to the SWIFT operational centres located in US or in Belgium.

USA is not ensuring the same adequate level of protection as the state members of EU, but offers the necessary guarantees (Safe Harbour).

The SWIFT operational centre located in US (the main centre – owner of a centralized data base) complies with the American legislation and the US authorities have to right to request access to the personal data stored in the SWIFT operational centre, in limited and specific purpose, respectively only for the prevention and fighting against money laundering and terrorist financing.

In this respect, we inform you that the data contained in the SWIFT messages related to the FCY payments are: the name of the ordering party (private individual or legal person), the complete address and the account number both for the ordering and beneficiary party. As per the Romanian regulations, the banks have the obligation to keep the messages related to the FCY payments for 3 years from the ordering date.

4.2. Client expressly consent that within their own records, the Bank to prepare for marketing activities and for statistical evidence, to store and consult information on personal data with identification function, information regarding the commitments entered into and extra balance sheet accounts (credit type products, similar or insurance), information related to fraudulent activities in relation to the Bank, if delays are registered in monthly payment obligations, as well as information about inadequacies found in documents / statements provided by any institution / authority, individual/corporate persons or submitted to any institution / authority, individual/corporate persons, and to send them to the credit bureau or any institution of similar character, to the Central Banking Risks of National Bank of Romania, Ministry of Finance, National Office for Preventing and Combating Money Laundering, Bank foreign shareholder or to any other person that the Bank will finish conventions for processing databases in accordance with Law 677/2001, regarding the consultation and process of these information by credit institutions, leasing, insurance and utilities companies, whenever necessary in order to initiate or to perform contractual relationships with the participant.

4.3. The client private individual/ representatives of the client legal person declares/ declare by the present that they are aware of their rights related to the personal data protection as per the Law 677/2001 for protection of individuals regarding the processing of personal data and free movement of such data, in particular of the following rights:

a) The right to information (art. 12); b) The right of access to data (Art 13); c) The right of intervention on the data (Article 14); d) The right of opposition (art. 15); e) the right of not to be a subject to an individual decision (art. 17); f) The right to apply to the law (art. 18).

Customer expressly authorizes the Bank for processing and storing data in both the present and future credit arrangements and to verify them (the Central Banking Risks, Credit Bureau and / or databases of other bodies empowered by law) as and for other purposes (e.i. statistics, etc.).

The customer individuals/corporate clients’ representatives declare that they have knowledge about their rights regarding the Personal Data Protection under the Law 677/2001 and they agree that bank to process such data by collecting, storing, archiving and any other means including transmission to third persons including but not limited to other foreign entities of the Bank.

4.4. If the client wishes to make use of its legal rights stipulated by the Law 677/2001 it will send a written request to the territorial unit of the Bank where has opened accounts.
Client declares by its own that he got, in order to be transferred by the Bank, for carrying out banking activities, including direct marketing, the consent of individuals whose personal data provides, including consent to transfer personal identification number. Bank is entitled to the same end, to transmit these data to third parties, such as but not limited to its partners and empowered persons, etc.

C. Liability of Parties
Art.5. Bank liability principle

By fulfilling its obligations, the Bank is liable for any negligence of its staff and of any persons whom it may call in for the performance of its obligations. In the event the Customer has a contribution to the occurrence of the loss (e.g. by failure to comply with the cooperation as mentioned in section III. of this document), the principle of shared liability applies to establish to which extent the Bank and the Customer have to bear the loss.

If the execution of an order of a customer the Bank should entrust its execution to a third party, it shall be deemed made on his behalf. In such cases Bank liability is limited to careful selection of the third party and to transmit its full instructions.

Art. 6. The Bank Relief

The Bank is not liable for:

- The damages suffered by the Client by not using the settlement instruments established by the laws in force and/or requested by the Bank, not depositing them in time at the Bank, not filling them or erroneously filling them, together with all the other thenceforth dispositions and/or interventions related to the deposit of these documents.

- The consequences arising from activity discontinuance in case of fortuitous or force major events (including but not limiting itself to international conflicts, violent or armed actions, rebellions, measures taken by any government /local or international authority , regional or international organization or by any central bank, working conflicts between the Bank’s staff or between the staff of third parties whose services are used by the Bank, boycotts, power outages or the shortage of the Bank’s lines of communication or equipment or of the third parties involved). The Bank will have the right in these cases to take the necessary reasonable measures to diminish the effects these events could have on the Client.

- The Bank undertakes no liability for damages generated consequently to omissions, errors or illicit instructions submitted by the Client to the Bank.

Art.7. Customer Liability

The Client is liable for :

7.1. Failure to comply with the provisions of the present Framework Agreement and with any other agreements signed with the Bank, compensating the Bank in full for the damages occurred.

7.2. Any damage or loss incurred by the Bank following the fact that the Bank was not informed of the limitation of Client’s legal capabilities or of such limitation targeting its representatives or third parties conducting businesses with the Bank based on Client’s instructions.

7.3. Delays of payments from the Bank’s part due to absence of available funds in the account and/ or to any instructions notified by the client with delays or errors.

7.4 Any error incurred in the execution of Bank’s operations following wrongful dispositions or instructions provided by the Client.

7.5 The accuracy and correctness of data made available to the Bank during the execution of operations, undertaking of obligations or any time such data represents the basis for an analysis aimed to grant facilities.

7.6. Any modification of prices, exchange rate or other differences generated by the execution of commercial operations and, consequently, possible losses are supported by the Client.

7.7. The Client has the obligation to inform the Bank with regards to the theft/ loss/ destruction/ cancellation of payment instruments (e.g.: Crossed cheques, bills payable on order, cards etc.) in the same day or in any case no later than the following business day.

7.8. Failure to comply with any obligation undertaken in relation with the Bank

Section II

Account Management

1. Account Opening and Maintenance

Art.8. Prior account opening formalities

8.1. The account opening shall be performed according to the internal procedures and the laws in force, by respecting the Bank’s agreed regulations regarding the account opening, based on the documents requested by the Bank.
8.2. The Bank has the right to request any additional information to the Client which it considers necessary for the opening and maintenance of the accounts for providing products / services and to determine the circumstances and scope of operations.
8.3. The Bank reserves the right, in its sole discretion to refuse to open an account or conduct transactions ordered by the customer or to suspend its relations with the client if it provides incomplete and insufficient information, in case of false statements from the client, suspicions regarding the veracity of declared or documents supplied by the client (including if it shows to the bank payment instruments that can be suspected of potentially fraudulent, causing risks of payment or instruments that may affect the finality of settlement this falling under sanctions provided by law), not being obliged to justify this refusal.

8.4. The account opening is based on the Account Opening Application along with the present Framework Agreement signed by the Client and deposited along with the other documents requested by the Bank. Bank may require a translation / apostils of any document submitted to it.
8.5. Customer has the obligation to submit to the Bank along with the documentation for opening the account and whenever the Bank deemed necessary, a written statement about the real beneficiary of the funds in the sense stipulated by Law 656/2002 on preventing money laundering with subsequently amendments and by Regulation no. 9 July 3, 2008 on "know your customer in order to prevent money laundering and terrorist financing issued by National Bank of Romania.

Bank may require also any additional documents needed to identify the real beneficiary.

Art.9. Account Maintenance

9.1. Signatures of persons authorised to act on behalf of the Customer appearing on the application and, if so required, the seal of the company are given on the Specimen Signature Form in the presence of a Bank officer, unless the documents and the authenticity of the signatures are confirmed by one of the following institutions:

• 
  a Romanian diplomatic or consular mission,
  
• 
  a Romanian credit institution accepted by the Bank or branches of Marfin Egnatia Bank SA Greece, Marfin Popular Bank or any other credit institution in the group
  
• 
  a foreign credit institution being a correspondent of Marfin Bank (Romania) S.A.,
  
• 
  a public notary.
  

9.2 Bank may request to Customer any information it deems necessary for the opening, operating and maintenance of the account. The Bank has the right to identify Customer or any person acting on his behalf, the Customer being obliged to provide to Bank documents proving the identity before entering into business relationships with the Bank, and at any other time at the request of the Bank to explain the origin of funds, etc. If under the laws or regulations or its internal procedures the Bank consider necessary to conduct any tests on Customer or on data supplied by the Client , then the Bank is entitled to make such checks, request or obtain any information about Customer, its representatives and from any other third party.

Costs incurred by the Bank to perform these operations fall into the Customer, which will compensate the Bank with their counter value.

If the customer refuses to identify himself or provide mandatory information required by the law and if the bank has suspicions regarding the Client or the requested operation, based on internal and law regulations, the Bank has the right to refuse entry to a business relationship with this or to effect that transaction, in which case the Bank will not be liable for any damage in front of the Client.


9.3. The Bank reserves the right to make a decision on the Account Opening within 5 business days after the receipt of the Account Opening Application and the present Framework Agreement and all other requested documentation (acceptable to the Bank as related to form and content).

9.4. The Bank reserves the right to decline the opening of an account if such an action is not consistent with its business strategy or for any other reason and it is not obliged to give a reason therefore to customer.

9.5. Right of disposal upon the death of the Customer

Upon the death of a Customer, the Bank may, in order to clarify the disposal right, request the presentation of a certificate of inheritance, a certificate of executorships or any other documents required for such purpose; a document in a foreign language must, if the Bank so request, be submitted in a Romanian translation. The Bank may waive the production of such certificate of inheritance or certificate of executorships if an official or certified copy of the will disposition (last will or contract of inheritance) together with the relevant record of probate proceedings is presented. The Bank may consider any person designated therein as heir or executor as the entitled person, allows this person to dispose of any assets and, in particular, make payment or delivery to this person, to the discharge of its obligations. However, this does not apply if the Bank is aware that the person designated therein is not entitled to dispose of deceased belongings (e.g. following challenge or invalidity of the will) or if this has not come to the knowledge of the Bank due to the negligence of that person.

B. Account statement
Art.10. Issue of account statements

10.1. After each balance change the Bank may issue a statement with the running account balance based on the option agreed with the Customer(individual or legal entity) by the time at the account opening

10.2. Upon the Customer’s (individual or legal entity) request, the Bank may provide account statement monthly, weekly or on the booking day.

10.3 The Bank is required to submit to individual customer, by how he agreed with it(by postal service, fax or bank premises), free of charges, on paper, once a month, the account statement.

10.4. Bank agrees to issue statements to legal entities according to the option agreement with them setting also how to send them (mail, fax, bank premises), at the account opening.

The Bank will provide to Customer or his empowerment, other supporting documents which will include information about transactions ordered by him.

Art.11. Time allowed for objections. Silent approval

11.1. The Bank has the right to make corrections on the Customer account statement in case of omissions or errors, justified by documents.

11.2. The client shall verify the correctness of the data included in the account statement and the justifying documents upon their receipt and in case he discovers possible erroneous entries he will notify the Bank in the shortest time possible but no longer than 13 months since the account was debited and an unauthorised or incorrectly executed operation was executed. If the Client does not notify the Bank in due time, the Bank will consider that the Client accepted the account statement as such.

11.3. The Bank can check the Client’s account statements and in case errors or omissions are found, it can effectually correct these errors or omissions, without the prior agreement of the client. In this respect, the Client empowers the Bank to operate all the necessary changes on his account according to the arising situation. In case any of the Client’s accounts were erroneously credited by the Bank with any amount, the Client is liable to notify the Bank immediately after he took notice of any such erroneous credit. The Client shall preserve this amount for the Bank and shall have no right to withdraw, transfer or dispose by any means, or in any other place, of this amount. In case the Client breaks the undertaken obligation, he does commit to instantly reimburse the Bank the amount and indemnify for any loss or damage the Bank incurred.

The Bank is entitled to demand and recover without the Client’s consent these amounts, including the associated interests due or payable to the Bank, up to the practiced interests for these amounts.

C. Reversal and correction entries made by the Bank

Art.12. Prior to issuing an account statement

An erroneous entry on a current account (e.g. due to a wrong account number) is corrected by the Bank through an opposite entry – reversal – prior to the issue of the first account statement.

Art.13. After the issuance of an account statement

If the Bank finds out an incorrect entry after an account statement has been issued, the Bank is entitled to make the correction through a correction entry.

The Bank undertakes to notify immediately the Customer of any cancellation and / or recording of the correction made. In calculating interest, the Bank undertakes to perform reversal / correction to the original registration date.

D. Transactions

The Customer agrees that the services provided by the Bank are subject to the Internal Regulations, Law and Bank’s Procedures in force and agrees to comply with them while respecting the deadline set for order / instruction presentation including the supporting documentation.

Art.14. General rules

14.1. For customer’s payments order, clients must provide mandatory to the Bank the following: name and address of beneficiary, account number/ IBAN code of payee's, BIC code of the beneficiary bank, amount and currency.
14.2. For collections/incomings, customer will provide to their partners, the following: name and address of beneficiary, account number/ IBAN code of payee's, BIC code of the beneficiary bank (EGNAROBX).

14.3. Customer is responsible for the accuracy and completeness of data, the Bank being exempted from liability in case of possible losses and delays in payment in case of transmission by the Client of wrong data / information.
14.4. If the unique identification code (IBAN no.) provided by Customer is incorrect, the Bank is not liable for failure to perform or improper execution of the payment transaction, but will make all reasonable efforts to recover the funds involved in payment.

Art.15. Cash deposits and incoming funds

1. 
   . A cash deposit is booked on the current account with the date of funds receipt.
   
2. 
   . Incoming wire transfer in RON is booked on the Customer’s current account with the value date appearing on the account statement issued by National Bank of Romania (NBR).
   

3. 
   . Incoming wire transfer in foreign currency is booked on the Customer’s current account with the value date as mentioned on the account statement of the correspondent bank.
   

Art. 16. Time deposits

16.1. The Client will deposit the relevant funds with the Bank in accordance with the Time Deposit Agreement, specifying the currency, the amount, interest rate, period of deposit and respective bank current account number. According to the legal provisions in force regarding money laundry, the Customer has the obligation to inform the Bank regarding his/her deposited funds’ source. By applying banking operations prudentiality regulations and its Internal Regulations, the Bank may solicit supplementary information regarding the funds’ provenience. The period of deposit will start on the day written in the Time Deposit Agreement and agreed by both parties.

16.2. The Bank undertakes to pay interest on the funds which it will accept for a time deposit at the agreed interest rate from the Time Deposit Agreement which will remain fixed all over the time deposit tenor. The interest hereunder shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first but excluding the last). Should the maturity date of the time deposit here-in is a non-working day, it shall be deemed to fall due on the next business banking day.
16.3. The Bank undertakes to transfer the yield of interest - after deduction of withholding tax if any together with the principal into the Client's current account with the Bank on the maturity date of the time deposit or to proceed according to other Client's instructions.

16.4. The Client acknowledges and agrees that should terminate the time deposit before the maturity the Bank will only pay the sight interest rate, which is applied to current account balance.
16.5. The signatures authorized for the current account are also valid for the time deposit account, except for the case when the Customer solicits otherwise.

16.6. If by reason of any change in law or regulations or in their interpretation or administration and/or compliance with any request from or requirement of any Central Bank or other fiscal, monetary or other Authority, (including, without limitation a request or requirement which affects the manner in which the Bank allocates capital resources received from the Client):

1. 
   The Bank incurs a cost as a result of having entered into and/for performing its obligations under this contract;
   

and/or

2. 
   The Bank becomes liable to make any payment on account of tax or otherwise (not being a tax imposed on its overall net income) on or calculated by reference to any sums received or receivable by it under this contract, then in order to indemnify the Bank against, as the case may be, such costs or such liability, the Bank may adjust the agreed interest rate or alternatively to require the payment by the Client of the relevant amount.
   

Art.17. Cash withdrawals

17.1. The Bank makes a cash withdrawal based on Customer's instructions provided that:

• 
  Each order is in writing and is signed by authorized persons and has the company seal should be the case that have to match the ones on the Signature Card,
  

and

• 
  The current account has the appropriate balance that allows the execution of the transaction.
  

17.2. Transaction date

17.2.1. Cash withdrawals are booked with same value date for account.

17.2.2. The Bank is not responsible for any damage caused by or as a consequence of imitation of a signature, mistakes in the documentation or forged document and the Customer will indemnify the Bank for any loss incurred to the Bank as a result thereof.

17.2.3. The Bank does not accept any instructions from the Customer given other than in writing unless the Customer priory provided the Bank with a Letter of Authorisation and Indemnity, in the form and content acceptable to the Bank.

17.2.4 For the Payment Orders issued the Bank guaranties a maxim execution deadline calculated from the moment of receiving the payment order, in accordance with the currency and payment destination.

17.2.5 Value date for the debit of the customer account in case of the payment, will not be previous to the date of the client account debit date.

17.2.6 In case the Bank receives funds in favour of the client, the account will be credited immediately. If these funds are received in a not working day, the customer accounts will be credited in the next working day.

17.2.7 The value date at which the credit of the account is done will not be after the working day in which the payment amount is credited in the Bank account.

Art. 18. Payment orders

18.1. The acceptance and execution of payment orders.

18.1.1. The moment of acceptance of a payment order by the Bank is the moment when it is deposited at the Bank by the Client. A payment order is considered received in the moment when is received by the Bank, if the payment order complies with all requirements to be considered valid, otherwise will be refused, case in which the client will be notified. A payment order refused will be considered as not received.

18.1.2. The documents receiving deadline for the transaction ordered by the client is:

• 
  Interbanking payment orders (between 0-49.999, -RON) will be accepted from the clients for settlement in the same day no later then 13:30, maximum time for execution 14:00. After this hour (13:30) the payment orders will be processed in the receiving day and will settle in the next working day, maximum time for execution 09:00.
  

• 
  Interbank high value payment orders (over 50.000 RON) or as urgent (with condition the client checks the “Urgent” box in the payment order) are accepted from the clients for settlement in the same day no later then 14:00, maximum time for execution 15:30. After this hour (14:00) the payment orders will be processed in the receiving day and will settle in the next working day, maximum time for execution 15:30.
  
• 
  Intrabank payment orders are accepted from the customers for settlement in the same day no later the 16:00, maximum time for execution 17:00.
  
• 
  Interbank payment orders „in scope” will be processed in the same day with value date two working days. Payments will be accepted until 16:00. At national level the interbank payments in EURO currency will be processed in the receiving day and will be settled in the next working day, without being considered urgent payments, unless is the settlement day is requested the same day with processing date at client request. Outside Romania payments „in scope”, under OUG no. 113/12.01.2009 provisions regarding payment services, will be executed in maximum three working days following the receiving of the payment order date. Regarding transfers in one of the currencies of the member states, other then RON or EURO, the maximum time for execution is four working days following the receiving of the payment order date. This period can be extended with an extra working day for the payments initiated in paper support.
  

• 
  Payment orders „out of scope” will be processed in the same working day with value date two working days. Payments are accepted no later the 16:00.
  

• 
  Interbank payment orders with urgent option (if mentioned the value date as the date of processing) are accepted from the clients no later then 14:00. After this hour the payments orders will be processed in the same day and settled in the next working day. The Client will pay the urgency commission in accordance with Art. 65 of the present contract.
  

18.1.3 In case the moment of acceptance of the instructions exceeds the time limit, all instructions will be considered as received the following working day.

18.1.4 The Bank executes the payment operations only if they are authorized. All operations for which the Client has given his written consent by signature, in conformity with his authorized signature on the Account Opening Application, are considered authorized.

18.1.5 All payments ordered by the client are executed in the currency agreed by both parts.

18.1.6 The payment amount will be transferred totally to the beneficiary, without deducting the commissions.

18.1.7 The payment order is considered correctly executed in what regard the specified payment beneficiary through the unique code of identification (BIC, IBAN, etc) if the payment order is executed in compliance with the unique code of identification.

18.1.8 In case a payment operation that is under the Emergency Ordinance no. 113/2009, doesn’t implies a monetary conversion, the payer and the beneficiary of the payment will each bear the price requested by each of the payment services provider. As result, only the SHA option will be used.

18.2. Transaction date

18.2.1 The value date is equal to the date when the Bank has received the funds. If the funds had been credited in the Bank’s accounts during a non working day, the funds shall be applied the next value date.

18.2.2 In case the Bank refuses the execution of a payment order, the refusal and if possible the reason of the refusal, along with the rectification procedure and all errors that led to the refusal shall be notified to the Client, if this action is not forbidden by any law in force.

18.2.3 The Bank transmits or makes the notification available, by means agreed with the Client, in the shortest possible time and in any situation, in the terms specified in the present Framework Agreement.

In case the refusal is justified objectively, the Bank can charge the Client for the notification.

18.3. Delays/Errors

18.3.1. The Bank is not liable any losses incurred due to delays or errors made by third parties (intermediary banks, agents, notaries) in executing the received by the Bank on behalf or from the order of the Client.
18.3.2. The Bank’s responsibility for the delays, errors or the disarray in the execution of the instructions or the orders or the associated notifications which determined damages is limited to the payment of the lost interest from the above mentioned causes, excepting the cases where the payment orders stipulate explicitly that the damage will exceed the lost interest. In all cases, the Bank will not be held responsible for the possible damages incurred due to changes in the exchange rate or the currency parity in which the payment was executed.
18.3.3. The Bank is not liable for any damages or losses arising due to the cancelation of the operations or due to an action taken by a Romanian authority. The same rule is applicable if the Bank suspends or limits totally or partially its operations for a number of days or a period of time for a well-founded reason.

18.3.4 In case the Bank or a third party request a commission for using a certain instrument, the Bank shall inform the Client about the commission before initialising the payment operation.
18.4. Withdrawing the consent for executing the payment orders

18.4.1 Payments for which the execution was requested in the current working day: a payment order cannot be revoked after it was received by the Bank.

18.4.2 Payments for which the execution will start in the future: in case the date of execution (the date the account is debited/ the date of the operation) is a date in the future, the payer can revoke the payment/ withdraw his consent for the payment order, up to the end of the day before the date agreed for the funds to be debited from the Client’s account.
18.4.3 For all situations where the consent has been redraw for the payment operations a written request must be presented in this respect or where the consent has been redraw by other means of communication it must be doubled by a written request.

18.5. Non execution or incorrect execution of the payment orders

18.5.1. The bank shall make the necessary corrections to a payment operation only if the client will signal the unauthorized or incorrectly executed payment in the shortest time possible but no longer than 13 months from the debit date. The notification shall be transmitted to the Bank by the agreed communication mean: by Fax (Fax agreement concluded with the Client), the original will be deposited to the Bank within 5 business days.

18.5.2. The Bank is not entitled to correct the payment operations in case the Client has not notified the Bank in due time about the unauthorized or incorrectly executed operation, and the Bank has performed its obligations to inform the Client about the executed operations.

18.5.3. In case the Client denies that he has authorized an executed payment operation or the Client asserts the operation was incorrectly executed, the Bank will prove with the necessary documents the operation has been authenticated correctly registered, the funds had been credited on the account and the operation has not been affected by any technical failure or other difficulty.

18.5.4. In case of an unauthorised operation, signalled in due time (in the shortest time possible, but no longer than 13 months), the Bank shall reimburse to the Client the amount subsequent to the unauthorized payment and will bring back the debited account to it’s original status (or: any debited commission, subsequent to the operation and the associated interest for the period between the debit date and the date of the correction).
18.5.5. The Client will bear all the costs related to any unauthorized payment operation that result from using a lost or stolen payment instrument, in case the client has not safely kept his personalized security elements, the losses incurred by the unlawful use of a payment instrument until the Bank is notified according to the present “Framework Agreement.

The losses incurred by the Client can be maximum 150 Euro or the equivalent in RON of the mentioned amount.

18.5.6. The Client will bear all the losses related to any unauthorized payments in case of unlawful actions, has not respected by his intention / disarray his obligations mentioned in the “Framework Agreement.

18.5.7. The Client will bear all losses related to any unauthorized payment operations of at most 50 Euro equivalents, for the operations executed until the time of the notification, in case he has not taken any unlawful action and/or has defied without intention the obligations in the present Framework Agreement.
The evaluation of the Client’ s responsibility shall be made taking into account, especially the personalized security elements of the payment instrument and the situations in which this was lost, stolen or embezzled.

18.5.8. The Client will not bear any financial consequence that result from the use of a lost, stolen or unlawfully used payment instrument after the Bank was notified, except the cases where the action was fraudulent.

18.5.9. In case the Bank does not make available all the adequate means that allow in every moment the notification of a lost, stolen or embezzled payment instrument, the client is not liable for the financial consequences arising from the use of such a payment instrument, excepting the cases where the Client has acted in an unlawful manner.

18.6. The services of a third party

In running its business relationships, the Bank is entitled to direct its operations through its network of correspondents. The Bank shall not be held responsible for the actions or the omissions made by its correspondents.

18.7. Payments/ Incomings denominated in EUR or in any other currency denominated in a EU country, offered by the Bank.

18.7.1. Before initialising the payment operation, the Bank has to inform the Client about the commissions and the exchange rate that will be used for the payment operation. The Client accepts the monetary conversion based on this information.

18.7.2. The effective date of any payment ordered by the Client in favour of its beneficiaries shall be the value date. All incoming funds shall be credited to the Client on the specified value date.

18.7.3. For the payments abroad, ordered by the Client, the Bank shall select the appropriate banking channel to effect the payment.

18.7.4. The Bank is not liable for the incomings from abroad in the following cases:

1. 
   the payment suspension, the payment moratorium or the block of funds by the foreign collecting bank, by the third parties in relation with the foreign collecting bank or the authorities in its country;
   
2. 
   if the beneficiary refuses the incoming;
   
3. 
   the lack of information necessary for processing the operation.
   

18.7.5. If the ordering party/ beneficiary of a payment/ incoming can not be identified exactly, he will be requested to provide the Bank all the necessary identification data in order to process the transaction.

18.7.6. During the whole business relationship, the Bank is entitled to direct the operations requested by the Client through its network of correspondent banks.

18.7.7. The bank is not liable if the instructions sent to other banks are not met, even if it had the initiative in choosing that specific correspondent bank.

18.7.8. The Bank is not liable for the delay in receiving the credit advices from the other banks caused by the legal holidays, by the external banking circuit or any other cause for which the Bank cannot be held responsible.

18.7.9. The Bank is not liable by any means regarding the value date or the losses resulting from the currency exchange in the origin country of the correspondent bank that effectively executes the operation that is bound to the local law in force.
18.8. Additional conditions for payment orders abroad

18.8.1. The Bank makes foreign payment orders subject to foreign exchange restrictions in force at the time time.

Therefore, the Bank has the right to refuse the execution of any instructions in the event that, in its opinion, such instructions are not in line with the applicable regulations or the Customer did not provide the appropriate supporting documentation to the Bank.

18.8.2 Foreign payment orders are settled through or by the correspondent banks in the home country of the currency.

18.8.3 In the event the Customer account does not show the available funds in the currency of the payment order, the Bank may sell to the Client the appropriate amount of that currency by debiting its RON account with the relevant amount. The applicable exchange rate is the Bank's selling rate for that currency at that particular time and the Customer is advised accordingly.
Art.19. Debit Instruments

19.1. The cheque books will be issued to the clients that fulfil the eligibility conditions imposed by the Bank. The issuing of cheque books shall be made at the customer request by the unilateral decision of the Bank, without having any obligation on it.

19.2. The Client is not entitled to issue cheques that are not covered by sufficient funds in his account, a fact that is considered a fraud, the Bank preserving its rights to take the necessary legal actions in this case.

19.3. The collection remittance instructions must be sent by the Client in due time, in order to be executed according to the normal business conditions, otherwise, the Bank is not liable for the remittance in due time of the instruments for which the client has given collection remittance instructions.

19.4. The issued cheque payable in Romania must, under the sanction of losing the right of recourse against the endorsers and guarantors, to be remitted for collection within 15 days from issuing date.

In case the cheque is not remitted for collection in due time above mentioned, the bearer will lose the right of recourse against the endorsers and guarantors mentioned on the cheques.

19.5. Unless otherwise agreed, the Bank is crediting the Customer account after the cheques or other documents delivered to the Bank have been collected.

19.6. If the Customer delivers cheques, or other documents, instructing the Bank to collect the amount due by the debtor at the maturity and if the value of such documents are booked by the Bank by crediting the Customer account with the relevant amount at the date of the presentation, such a transaction is effected under a separate arrangement between the Bank and the Customer (like a credit facility agreement).

19.7. At the Bank's request, the Customer has the obligation to endorse to the Bank all securities placed for collection and/or to assign to the Bank other receivables to be collected from the Customer's debtors by collection order. The endorsement and the assignment have to be made in the form and content acceptable to the Bank.

19.8. Having no other instructions, the Bank can remit the bills of exchange, promissory notes that reached their maturity, deposited as guarantees, and can protest them in case of non-payment, and in this respect it can emit instructions in due time regarding the amounts that have to be collected from abroad.

19.9. In case a specific instrument is used to express the consent, the Client and the Bank can agree for an expenses limit for the operations related to that specific debit instrument.
19.10. The Bank preserves its right to block the debit instrument from objective legitimate rights, related to the security of the debit instrument or a suspicion of its unauthorized or fraudulent use. In case of a debit instrument with a credit facility that carries increased risk so that the payer is not able to fulfil his payment obligation.
19.11. In the above mentioned cases, the Bank shall inform the Client about the blocking of the debit instrument and the reasons for the blocking, if possible before the blocking occurs and the latest immediately after it was blocked, excepting the case when providing this information affect safety reasons objectively justified or is prohibited by other relevant legislation.
19.12. The Bank will unblock the debit instrument or will replace it with a new one as soon as the blocking reasons cease to exist.

19.13. In order to protect its interests, in compliance with the laws in force the Client is liable to:

1. 
   to use the debit instruments according to the terms that regulates their issue and usage;
   
2. 
   to notify the Bank by written letter in case of any lost, stolen, destroyed or cancelled debit instrument and also of the unlawful use of the debit instrument or any other unauthorized use;
   
3. 
   to take all the necessary means to safe keep the personalized security elements
   

19.14. The Bank must:

1. 
   Make sure the personalized security elements of the debit instrument are not accessible to other parties than the Client, without affecting the above mentioned Client obligations;
   

2. 
   Not transmit an unrequested debit instrument, excepting the case where the debit instrument that has already been sent to the Client must be replaced;
   
3. 
   Make sure to make available at any time all the necessary means that allow the Client to make a notification requesting the unblock;
   
4. 
   Make the Client available at his request the means to prove that during the past 18 months from the notification he has made the notification;
   
5. 
   Prevent the use of the debit instrument once the notification has been made.
   

19.15. The Bank assumes its risk related to the transmission of a debit instrument, requested or unrequested, to a payer, or transmitting any of his personalized security instruments.
19.16. The Bank can decide one-sidedly to withdraw the debit instruments in case the conditions in the present Framework Agreement are not fulfilled, as well as all the other agreements concluded with the Bank, or when the laws in force are broken.
Art 20. Foreign exchange transactions

20.1. The Bank executes the foreign currency buy and sell orders according to the laws and regulations stipulated by the National Bank of Romania in this respect.

20.2. The Bank is entitled to execute foreign exchange operations (buy/ sell of foreign currency) without the Client’s consent, with a prior notification in the following cases:

1. 
   based on a final decree or based on an executioner title or based on any other title compliant with the laws in force.
   
2. 
   in order to cover interests, charges, commissions or other debits registered by the Client to the Bank.
   

20.3. In its business relationship with the Clients, the Bank will use its own exchange rates available at the date of the transaction. These rates will be available in all of the Bank’s branches and on all the other specific channels (Bank’s site, etc).

20.4. The Bank preserves its right not to proceed to cancelling a foreign exchange order if the initial transaction had been executed based on a phone negotiation registered on the Bank’s phone or based on a written instruction by the Client.
20.5. The Bank has the right and Customer expressly consent to record on magnetic tape the phone conversations with the Customer that is sending by this way to the Bank - Treasury Department, any order, instruction, information, and data, related to the transactions ordered to the Bank. The Customer agrees that such records on magnetic tape are considered valid proof related to the orders, instructions, information, and data, sent to the Bank, even in front of the Court. The record on magnetic tape does not exclude the obligation of the Client to send the same orders, instructions, information, data, in writing, if the Bank or any other legal provision is requesting so.

E. Risk of foreign currency transactions

Art.21. Temporary limitation of orders execution by the Bank

The Bank’s obligation to execute a payment order in foreign currency is suspended to the extent that and for as long as the Bank cannot or can only restrictedly dispose of the currency in the account to be debited, or due to legal restrictions or events in the mother country of that currency. To the extent that and for as long as such measures or events persist, the Bank is not obliged either to perform at some other place outside the country of the respective currency, in some other currency (including RON) or by providing cash. However, the Bank’s obligation to execute an order to the debit of a foreign currency account is not suspended if the Bank can execute it within its own organization.

Section III

Customer obligation to co-operate

A. Changes of Customer’s name, address or powers of representation
Art. 22. The Customer has the obligation to immediately advise in writing the Bank of any name change, address change, and in the case of legal or other entities (other than individual) the change of headquarter, corporate structure, license or any other authorisation under which it carries out business, as well as its articles of incorporation or other constitutive documents that have previously presented to the Bank, and, in particular, mandates and authorisation for account administration. Such obligation of applies also if such changes or amendments have been recorded in the Trade Registry or other public register. In this case, the Customer should present the related amendment(s) a copy being held with the Customer File.


Art.23. Any mandate given to the Bank is deemed to be valid until its cancellation, amendment by the Client or cancellation by law and disclosed to Bank of this fact.
Art.24. If the Customer has other current accounts opened with other credit institution; such accounts have to be advised to the Bank.
Art.25. The Bank is not responsible for any loss caused to the Customer by non-fulfilment of the or by late fulfilment of such obligation, and the Customer agrees to cover in full amount any loss incurred by the Bank as a result thereof.

2. 
   Clear instructions
   

Art.26. Orders of any kind have to provide clear instructions. In particular in case of a payment order (e.g. transfer orders), the Customer must ensure the correctness and completeness of the beneficiary’s name and account number, beneficiary’s Bank code. Any amendment, confirmation or repetition of orders must be clearly designated as such.

26.1. The Client or his legal representatives/ empowered person can personally provide the Bank instructions, by coming to one of the Bank’s branches or by using other means of communication agreed with the Bank. The Bank can request that some communications can be performed only in a specific manner.

26.2. The Fax can be used only if a fax agreement has been previously concluded between the Client and the Bank, the Client taking the full responsibility for this action. Any instruction sent by fax to the Bank shall be preliminarily confirmed by the Client with the Bank’s officer. The Bank’s officer will countersign and will mention the fact that it was sent by Fax and “instruction confirmed by phone – at …… hours”.

26.3. The Bank will not accept and will not process any instructions received by e-mail.

26.4 All instructions and orders of any type addressed to the Bank must be clear and have no ambiguity. The orders that contain changes, confirmations or iterations of previous orders must be clearly specified in this respect.

26.5. Any communication, instruction or request addressed by the Client to the Bank must be done in writing, bearing the adequate signatures and must be in compliance with the regulations, procedures and forms requested by the Bank. Conversely, the Bank preserves its right not to take into account the communications, instructions or requests that do not comply with the above mentioned.

26.6. The applications, the means of communication and of data transfer made available by the Bank to the Client must be safely kept by the Client in compliance with the Bank’s regulations.
26.7. In case the Client discovers any irregularity like the loss, theft or the misuse of these forms, means of communication or data transfer, he will inform the Bank without any delay. The consequences of misusing the forms, means of communication or data transfer will be on the full responsibility and risk of the Client. The Bank is entitled to rectify all imperfections related to the means of communication or data transfer provided to the Client.
26.8. The phone conversations between the Bank and the Client or its empowered will be registered in order to ensure a maximum level of security for the transactions ordered to the Bank/ executed by the Bank and will be used as a proof for the ordered/ executed transactions.

The implicit consent of the Client is understood regarding this principle established by the Bank the moment he signs the present “Framework Agreement”.

26.9. If the Bank complied with the provisions in the present Framework that stipulate the means of communication/request of the instructions, than the Bank is not liable for any loss incurred by the Client in this respect.

3. 
   Examination of notification received from the Bank, objections
   

Art.27. The Customer must immediately examine the account statements and transaction advice/confirmation as to their correctness and completeness, and subject to Section II, letter B. to immediately raise any objections relating thereto.

4. 
   Notice to the Bank in case of non-receipt of correspondence
   

Art.28. The Customer must notify immediately the Bank if account statements and all the other notifications agreed with the Bank.