Standard Terms and Conditions of Sale
ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER’S ASSENT THERETO.
NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SELLER UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER.
The Terms and Conditions (“Terms”) contained herein shall apply to all quotations and offers made by and purchase orders accepted by Elektrosfera Ltd. (Seller). These Terms apply to all sales made by Seller except to the extent the Terms conflict with a Sales Agreement signed by Seller and Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of products ordered hereunder. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by a Seller’s officer before becoming binding on either party.
Information according to the Law on Electronic Commerce and Law on Consumer Protection:
1. Name of Supplier: Elektrosfera Ltd.
2. Head office and principal place of business (address for carrying out the activities): No: 7 Tsarigradsko Shose Blvd., 7th km, Building of BIC IZOT, floor 6, Mladost region, Sofia city
3. Mailing address: Tsarigradsko Shose Blvd., 7th km, Building of BIC IZOT, Sofia city, e-mail: firstname.lastname@example.org, tel.: +359 2 43 96 970
4. Entry into the Commercial Register at the Registry Agency: UIC 131052590
5. Personal Data Administrator Certificate No: 116955
6. Registration under the Value Added Tax Act: BG131052590
7. Supervisory authorities:
7.1. Commission for Personal Data Protection
7.2. Commission for Consumer Protection
7.3. National Revenue Agency
7.4. Commission for Protection of Competition
2. PRICE, TAXES AND QUOTATIONS
The prices of the Products are those specified on the invoice. Seller is entitled to change pricing for Products in the event of an increase in Seller’s cost, change in market conditions or any other causes affecting Seller. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. Company reserves the right to make special price offers under specific circumstances. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, or other tax applicable to the manufacture, import or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by Seller are those current at the date of quotation and shall be subject to variation by Seller.
Unless otherwise agreed in writing, all deliveries are made “Ex-Work Origin” (INCOTERMS). Seller may deliver products in one or more consignments and invoice each consignment separately. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
4. PAYMENT TERMS
Payment may be made by credit card, PayPal or wire transfer (all fees are borne by the Buyer). Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days from date of invoice, without offset or deduction. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs. Unless otherwise agreed in writing, all payments are to be in United States dollars.
All orders placed by Buyer are subject to acceptance by Seller. Orders may not be canceled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, and requested delivery dates. Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
6. LIMITED WARRANTY
Except as specified below, products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s published specifications or other specifications accepted in writing by Seller for a period of two (2) years from the date of shipment of the products. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. Seller shall make the final determination as to whether its products are defective. Seller’s sole obligation for products failing to comply with this warranty shall be, at its option, to either repair, replace or issue credit for the nonconforming product where, within fourteen (14) days of the expiration of the warranty period, (i) Seller has received written notice of any nonconformity; (ii) after Seller’s written authorization, Buyer has returned the nonconforming product to Seller; and (iii) Seller has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.SELLER WILL NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS.
Buyer shall pass this warranty to any third-party purchaser of Seller’s products without modification and it shall not be superseded by any conflicting terms, conditions, or warranties used by Dealer.
7. LIMITED LIABILITY
Buyer shall not be entitled to, and Seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or installation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature. Buyer’s recovery from Seller for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise. Buyer will indemnify, defend and hold Seller harmless from any claims based on:
a) Seller’s compliance with Buyer’s designs, specifications, or instructions,
b) modifications of any products by anyone other than Seller,
c) use in combination with other products.
8. ACCEPTANCE AND RETURNS
Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Buyer shall perform all inspections and tests Buyer deems necessary as promptly as possible but in no event later than 14 days after delivery of product, at which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within 7 days after delivery.
Buyer is entitled to withdraw from the contract without giving any reason and without any indemnification or penalty within 14 days from the date of acceptance of the goods by Buyer or by a third party, other than the carrier and indicated by Buyer.
When Buyer exercises his right of withdrawal from the contract, Seller shall reimburse all payments received by Buyer, including costs of delivery, without undue delay and not later than 14 days from the date, on which they were informed of the decision of Buyer to withdraw from the contract. Seller shall reimburse the amounts received, using the same means of payment used by Buyer in the initial transaction, unless Buyer has expressly given consent to the use of another means of payment and provided that it does not incur costs for Buyer. Seller shall not be obliged to reimburse the additional costs for delivery of the goods, when Buyer has expressly chosen a way of delivery of the goods, other than the least expensive type of standard delivery offered by Seller. When Seller has not offered to collect the goods himself, they may withhold payment of the amounts to Buyer under paragraph 1, until they receive the goods or until Buyer provides evidence of having sent the goods back, depending on whichever of the two occurs earlier.
When Buyer exercises his right of withdrawal from the contract and Seller has not offered to collect the goods himself, Buyer shall send or deliver the goods back to Seller, or a person authorized by him, without undue delay and not later than 14 days from the date, on which Buyer informed Seller about their decision to withdraw from the contract. The deadline shall be deemed met, if Buyer sends or delivers the goods back to Seller before the expiry of the 14-day period. Buyer shall pay only the direct costs for returning the goods. When the goods were delivered to Buyer’s home at the time of conclusion of the contract, Seller shall collect the goods at his own expense, if the nature of the goods is such that does not allow the goods to be returned in the customary manner by mail. Buyer shall be liable only for the reduced value of the goods caused by their testing, other than testing that is necessary to establish their nature, characteristics and good performance.
Buyer may not withdraw from the contract in the following events:
1. for provision of services, where the service was provided completely and its performance started with the express prior consent of Buyer and a confirmation by him that they knew that they would lose their right of withdrawal after the contract was fully implemented by Seller;
2. for delivery of products or services, which price depends on fluctuations in the financial market, which cannot be controlled by Seller and which may occur during the period of exercising the right of withdrawal;
3. for delivery of products, made to order of Buyer or according to his individual requirements;
4. for delivery of products, which due to their nature can deteriorate their quality or have a short shelf life;
5. for delivery of sealed products, which were unsealed after their delivery and cannot be returned for reasons of hygiene or health protection;
6. for delivery of products, which, after having been delivered and due to their nature, are mixed with other products, from which they cannot be separated;
7. for delivery of alcoholic drinks, which price was agreed upon conclusion of the sale contract, whose delivery can be made not later than 30 days from the conclusion of the contract and whose actual value depends on fluctuations in the market that cannot be controlled by Seller;
8. for which Buyer has expressly requested Seller to visit him at home for the purpose of carrying out urgent repairs or maintenance; where during such visit Seller provides other services in addition to those requested by Buyer or delivers products, other than spare parts necessary to carry out the repair or maintenance, the right of withdrawal shall apply to these additional services or products;
9. for delivery of sealed audio or video recordings or sealed computer software, which were unsealed after delivery;
10. for delivery of newspapers, periodicals or magazines, with the exception of subscription contracts for the supply of such publications;
11. concluded during a public auction;
12. for provision of accommodation services, which are not for living, transport of goods, car rental, food services, or services related to entertainment activities, if the contract provides for a specific date or period of performance;
13. for provision of digital content, which is not supplied on a tangible medium, where performance started with the express consent of Buyer, who confirmed that they knew that they would lose their right of withdrawal in this way.
To obtain a return authorization number (“RMA”) Buyer should contact Seller. RMAs are valid for a limited period of time.
Any product returned by Buyer due to Buyer’s error may be subject to a restocking charge equivalent to 25% of the value of such Product as specified in Seller’s invoice to Buyer.
9. TECHNICAL ASSISTANCE OR ADVICE
If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty,
express or implied.
10. CONFIDENTIAL INFORMATION
Unless otherwise agreed to in writing, Dealer shall retain in strict confidence and, except as otherwise expressly provided in this Agreement, not use or disclose to others any and all information received from the Company, including but not limited to know-how, compilations, processes, plans, blueprints, technical information, new product information, test procedures, product samples, or specifications as well as commercial and other information or data considered confidential in nature, whether communicated in writing or orally (Confidential Information); provided, however, that Confidential Information shall not be deemed to include
(a) information that, at the time of disclosure, is in the public domain or becomes part of the public domain by publication or otherwise through no act of the party receiving it,
(b) information that Dealer can conclusively establish was in its possession before the time of disclosure to it and was not acquired directly or indirectly from the disclosing party or any of its employees or affiliates, or
(c) information that is independently made available as a matter of right by a third party who has not violated a confidential relationship with the Company
A. Dealer represents, covenants, and warrants that it will do nothing that will create any liability on the part of the Company by reason of Dealer’s activities, other than as set forth in this Agreement and Dealer shall indemnify, defend, and hold harmless the Company from any claim, loss, damage, fine, judgment, cost, or expense (including, without limitation, attorney fees) arising from the negligence of Dealer, Dealer’s agents, employees or representatives in the installation, use, sale or servicing of Company’s Products or arising from any representation or warranty made by Dealer, its agents, employees or representatives with respect to Company’s Products that exceed Company’s limited warranty. Further, in the event that any of Dealer’s representatives shall, with respect to any of Company’s Products purchased from Dealer, fail to discharge the Dealer’s obligations to the original consumer pursuant to the terms and conditions of Company’s product warranty and consumer service policies, Dealer agrees to discharge promptly such unfulfilled obligations.
B. Company agrees to protect and hold Dealer harmless from any loss or claim arising out of inherent defects in any of Company’s products existing at the time such products are sold by Company to Dealer provided that Dealer gives Company immediate notice of any such loss or claim and cooperates fully with Company in the handling thereof.
12. INTELLECTUAL PROPERTY
The Company shall be the exclusive owner of all patent or patent rights, trademarks, trade names, trade dress, and other trade designations, copyrights, and other industrial or intellectual property rights relating in any way to the Products or the Company and all goodwill developed in connection with the same (Intellectual Property). Dealer may use the Intellectual Property in connection with the sale of the Products only as permitted by the Company in writing. All use by Dealer shall be for the Company’s exclusive benefit. If Dealer develops or acquires, directly or indirectly, any right in any of the Intellectual Property, it will immediately assign to the Company all of its rights in it.
13. TRADE DESIGNATIONS
The Products may bear various trademarks, trade names, trade dress, or other trade designations placed on them by the Company (Trade Designations). Dealer acknowledges that the Company is the sole and exclusive owner of all rights with respect to Trade Designations and covenants that no Trade Designations shall be (a) removed, modified, concealed, or covered by Dealer or (b) otherwise used without the Company’s prior written consent in the normal course of distributing Company’s Products and performing related services under this Agreement. Dealer agrees not to use Company’s name as part of Dealer’s name or in any manner which would misrepresent the relationship between Dealer and Company. Dealer may represent itself as an “authorized dealer” of Company, and, with prior approval of Company, may use Company’s name and Product related trademarks on signs or other advertising or promotional material. Dealer’s license to use Company’s name and trademarks is limited and Dealer shall abide by restrictions and limitations imposed by Company from time to time.
Upon termination of this Agreement, Dealer shall immediately cease representing itself as a dealer of Company and shall cease use of all Company names and trademarks and any signs or other material, of whatever nature identifying Dealer as a dealer of Company shall be removed or obliterated.
14. FORCE MAJEURE
Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Buyer, act of civil or military
authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of the Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
15. EXPORT REGULATIONS
Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Buyer agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale of products. The products are licensed by the United States for delivery to the ultimate destination as shown on the shipment/invoice address and any contrary diversion is prohibited.
16. ASSIGNMENT AND SUBCONTRACTING
Seller shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.
Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to Elektrosfera Ltd. shall be to: Tsarigradsko shose bul. 7km, BIZ IZOT, 1784 Sofia, Bulgaria
Failure by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
19. APPLICABLE LAW
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the Republic of Bulgaria.