General Terms and Conditions of Sale, Delivery and Payment of goods.
I. Scope of application
1.1 The following General Terms and Conditions of Sale, Delivery and Payment of goods (hereinafter referred to as “General Terms”) shall apply to all our sales, delivery and payment of goods, unless otherwise agreed to in writing by the parties.
1.2 The present General Terms shall form an integral part of all our contracts and offers relating to sale, delivery and payment of goods with third parties (Buyers). Any amendment to these General Terms along with any additional stipulations shall be effective only with our prior written consent, and each amendment shall apply only to the particular contract it refers to.
1.3 To place an order and buy our goods, you have to declare your written approval with the General Terms.
1.4 The present General Terms exclude the application of any general terms by third parties, which contradict them in any way whatsoever. The legal implications of the aforementioned third party general terms do not bind us in any way whatsoever, even if we do not object to them when we enter into an agreement.
1.5 The General Terms are accessible on our internet address www.janevengineering.com.
1.6 If Buyers or any of our other contractual partners resell goods, bought from us, they are obliged to bind all subsequent Buyers with the present General Terms.
“Subsequent resale” shall mean each and any transfer of goods to subsequent clients in connection with their tradе activity, notwithstanding if there is a change in the form or if there is a subsequent reprocessing thereof. If Buyers or any of our other contractual partners resell our goods to subsequent clients but do not carry out a corresponding binding, they shall be liable for any loss or damage of any kind that we may sustain.
2.1 Our offers shall be binding for the time period specified thereunder. All information, related to our goods, which is contained in cataloges, brochures, internet pages, price lists, etc., shall not be legally binding upon us unless it forms an integral part of a written contract, to which we are a party.
2.2 All oral agreements, including such between Buyer and our personnel, shall bind us only after they have been duly confirmed in written by our duly authorised representative.
2.3 Buyer’s’ orders shall bind us provided two cumulative conditions are met:
(I) Buyer’s order is made in written and the ordered goods are explicitly specified by type and quantity.
(ii) We have consequently confirmed Buyer’s order in written form or by delivery of goods in accordance with the order.
2.4 Confirmation of receipt of an order does not constitute acceptance of the offer.
2.5 Buyer agrees to treat orders, addressed to him, as strictly confidential and not to divulge them to any third parties.
III. Prices. Payment
3.1 Unless otherwise agreed, all prices are stated in Bulgarian leva (BGN).
3.2 Unless otherwise agreed upon, all prices are EX WORKS (franco our production facilities) excluding transportation and delivery costs (packaging, duties, insurance, etc).
3.3 All of Buyer’s prices, compensations and liquidated damages exclude value added tax (VAT) as well as other duties and taxes. Value added tax, when applicable, shall be added with our invoices.
3.4 Unless otherwise agreed upon, Buyers agree to make payments within 7 (seven) days from the invoice date.
3.5 Prices are calculated according to the production costs (raw materials, salaries, etc) which exist when the agreement is entered into. In case of circumstances which increase our production costs we reserve the right to adjust our prices correspondingly. Such circumstances include but are not limited to imposition of new or increases in the rate of existing duties and taxes, increases of the price of raw-materials, increases of the transportation and insurance costs.
3.6 If the terms of payment are not complied with, we reserve the right to charge interest at a rate of 10 (ten) percent above Bulgarian National Bank’s base interest rate, and regardless of Buyer’s liability for the delay, we are entitled to charge extrajudicial collection costs as well as compensation for damages. In case of deferred payment by Buyer, (a failure to pay in due date according to the contract or invoice) compensations are owed automatically, we are not obliged to notify Buyer and we may nevertheless pursue our other claims. In case of the latter, we shall be entitled to claim or detain respectively, payments made before due as liquidated damages, which by no means shall be less than 50 % of sale price. The obligation for paying liquidated damages shall not restrict our claim for damages, which exceed the amount of the liquidated damages.
3.7 We shall be entitled to unilaterally terminate the agreement by written notice with immediate effect and/or declare all outstanding amounts immediately due and payable and/or claim an advance payment or provision of sufficient securities if:
(I) Buyer does not a pay off a due payment in 25 days after invoice date,
(ii) Buyer’s financial status deteriorates to an extent which, in our sole opinion endangers Buyer’s ability to fulfill its payment obligations,
(iii) an application for insolvency proceedings is initiated against Buyer.
Buyer shall not be entitled to claim compensation for damages arising from our actions hereinabove.
3.8 Unless previously agreed to in writing for each case and for the exact amount of money, Buyer shall not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim.
4.1 Deliveries are EX WORKS (INCOTERMS 2010), which is also the place of performance of all contractual obligations.
4.2 Delivery dates are exemplary and are not binding. We shall not be responsible for any delay whatsoever in delivery caused by transport operators.
4.3 Unless otherwise agreed to in writing, Buyer is obliged to accept partial deliveries , as well as delivery of goods with insignificant deviations or defects, as long as the goods are not unfit for their contractual or usual purpose.
4.4 Buyer shall provide the assistance, which is required for acceptance of the goods. In case of Buyer’s default, Buyer shall be obliged to pay the necessary expenses for safe-keeping the goods regardless of the other claims, which we might have.
4.5 In the event of force majeure (art. 306 Commercial law), as well as other events beyond our control, which might interfere with our ability to deliver Buyer’s order, we reserve the right:
(I) to extend the delivery date, or, in so far as the circumstances and events hereinbefore described, critically endanger the performance of the order or make it impossible,
(ii) to renounce partially or fully the order, without being liable for liquidated damages to Buyer.
4.6 By no means exhaustively listed, events and circumstances, which constitute force majeure are: fires, natural calamities, floods, transportation or production disturbances, machine or factory breakdown, strikes, government measures such as restriction of imports or exports, shortage of raw-materials or energy.
V. Retention of Ownership
5.1 All delivered goods shall remain our property until all monies owing to us have been paid, in particular also the respective balances owing, regardless of their legal basis.
5.2 In the event that Buyer defaults on payment and/or Buyer fails to abide by the present General Terms or to the contract entered into, we shall be entitled to immediately claim back the return of the goods (without the need to terminate the contract). In this case Buyer must return back the goods DDP our production facilities (Incoterms 2010). Buyer shall be liable to all our costs, in connection with the return of possession thereof.
5.3 If Buyer mixes or processes goods, which are subject to return, we shall acquire a joint ownership and rights over the final product, proportional to the value of the mixed or processed goods.
VI. Passing of risk
6.1 The risk shall pass to the Buyer as soon as the goods have been handed over, or in the case of a distant sale – as soon as the goods have been handed over to the person executing the shipment, in accordance with the agreed terms of delivery.
6.2 In case of return of goods, the risk shall pass to us as soon as the goods have been handed over to a place of our choosing and the goods shall be delivered DDP (Incoterms 2010).
7.1 A package, which we rent, remains our property and must be returned in due date and in good condition by the Buyer. If the package is not returned in due date, or is destroyed or damaged, we shall be entitled to invoice the cost for the repair or substitution thereof (without prior notice), in which case Buyer shall become owner of the substituted package, or to invoice the costs for the repair of the package to its original state, as well as claim compensation for damages.
7.2 In case we use package, which belongs to Buyer, he shall bear the sole responsibility for the quality and fitness of such package.
7.3 We shall not be liable to damages, which arise in connection with a package, which is subject to testing, in case its ownership is transferred to Buyer, or the package is not returned before the due date for testing.
8.1 We shall be liable for damages only in case we have acted with malice or gross negligence. The burden of proof for such claims rests with the Buyer. In that cases our liability shall be limited to the foreseeable, typically occurring damage, but it shall not exceed an amount equal to 100% (one hundred percent) of the price of the contract.
9.1 Buyer is obliged to examine the goods in 5 days after acceptance, and in case of defects to notify us immediately. In case Buyer does not act accordingly, the goods are deemed approved.
9.2 We provide warranty that at the moment of delivery the delivered goods correspond with the published specifications.
9.3 The period of warranty shall be limited to 1 months after the passing of risk.
9.4 We shall repair or replace the defective goods in a reasonable time period. In case of due and lawful notice, we reserve the right to replace the defect goods or to give a credit voucher.
9.5 We shall not be liable for defects in case of:
(i) insignificant deviations from the agreed quality, insofar as the aforementioned do not significantly reduce its aptitude for such use as is usual or is prescribed in the contract;
(ii) defects and damage caused by common wear and tear;
(iii) damages, caused by Buyer’s negligence during and after receiving the goods.
9.6 Buyer shall not claim compensation if the damages are caused by improper use or processing of the goods.
9.7 In case Buyer processes goods, he shall not be entitled to seek compensation for damages based upon the warranties made hereby.
9.8 Nonetheless any claims for defects, which Buyer might have, he is obliged to pay the price for the delivered goods. If Buyer fails to perform the abovementioned obligation, he shall bear the relevant consequences which arise from Buyer’s default.
10.1 In the event that any provision of the present General Terms is held to be invalid, the remaining provisions will continue in full force and effect.
10.2 Unless otherwise agreed to in writing, our failure to enforce any term or condition contained herein shall not be deemed a waiver of such rights and it shall not be deemed a waiver of future rights which we might have.
10.3 Our refusal or neglect in connection with Buyer’s violations of the present General Terms shall not be deemed a waiver of our rights concerning future violations by Buyer.
10.4 The present General Terms shall be governed by and construed in accordance with the Bulgarian law.
10.5. All disputes arising out of or in connection with the present General Terms, shall be resolved amicably and in good faith by the parties. If a dispute cannot be settled amicably, all unresolved disputes arising out of or in connection with the present General Terms, including disputes arising out or in connection with the interpretation, performance, non-performance, termination as well as for filling gaps or adjustment of any such transaction to intervening circumstances shall be resolved by the competent court in Sofia, Bulgaria in accordance with the applicable Bulgarian legislation.