TERMS OF TRADE


General Terms of Sale

 

where DANCO INDUSTRY Ltd. is the Selling Subsidiary, supplying and/or delivering and/or selling Supplies to any Buyer.

 

1. General

DANCO INDUSTRY Ltd (the “Company”), is recognized by its VAT:BG201536526, and is the Selling Subsidiary. It concludes contracts for the supply of goods and services only subject to these Conditions, compliant with the Manufacturer's Catalogues together with Company’s “Order Confirmation”, in accordance to the Company's conformity standards, and a person seeking to be supplied with goods by the Company (the “Buyer”) accepts these Terms and Conditions. These Terms and Conditions will govern relations between himself and the Company to the exclusion of any other terms, conditions, warranties and representations, written or oral, express or implied, even if contained in any of the Buyer`s documents which purports to provide that the Buyer`s own terms or conditions shall prevail. No additional terms or variations of these Conditions will be valid unless agreed in writing and signed by the authorised signatories of the Company. "Sales Contract" means any requested Sales Order Confirmation, and/or Proforma Invoice, and/or Invoice, and/or Delivery Instructions, or similar contractual document agreed or issued by the Parties, these General Terms and Conditions and all other documents specifically made part of the Sales Contract by DANCO INDUSTRY Ltd. "Supplies" means product, components and/or services.

2. Acceptance

Any acceptance of the Company`s quotation must be in writing. No contract between the Company and the Buyer shall be deemed to be concluded unless and until the Company acknowledges the Buyer`s acceptance in relation to the Company`s quotation in writing or delivers the goods and/or services. The Company`s quotations are given without commitment and may be withdrawn or altered at any time up until the Company acknowledges the Buyer`s acceptance in writing. Unless previously withdrawn, the Company`s quotation is open to acceptance within the period set out in the quotation or in case no period is prescribed, within 30 days following the issuance of the quotation. Any acceptance of the Company`s quotation is deemed acceptance of the Conditions by the Buyer. Upon acceptance pursuant to this Clause, these Conditions shall form part of the contract between the Buyer and the Company (the “Contract”), and accepting them the Buyer (i) has not relied on any representations, warranties or statements made by the Company other than as expressly stated in the Contract, and (ii) has assessed and determined the suitability of the goods for its purpose and for each of their individual applications.

3. Terms of Payment

The terms of payment shall be as set out in the Company`s quotation and shall not be varied unless agreed to in writing by the parties. Overdue payments will be liable to an increase from the due date until payment is made in full (and both before and after judgment) at a rate of interest of 0,1 % per day. The Company shall (without prejudice to any other right or remedy) also be entitled to terminate any contract with the Buyer, stop any goods in transit or suspend deliveries and make a storage charge for any undelivered goods in case the Buyer fails to make payment on the due date. Unless otherwise agreed in writing by the Company, all prices are ex the Company`s warehouse exclusive of packaging expenses and any applicable value added or other sales taxes which the Buyer shall be liable to pay.


4. Price Variation

If prior to delivery of the goods to the Buyer, the price of the goods increases through any applicable tax, customs and/or other duty levied or paid, the Company reserves the right to increase the price of the goods referred to in the quotation, with a notification made within a reasonable time by the amount of the additional cost or costs incurred by the Company.

5. Delivery

The terms of delivery shall be set out in the Company`s quotation in accordance with the latest version of the ICC INCOTERMS and shall not be varied unless agreed to in writing by the parties. The Company reserves the right to make partial delivery of the goods and/or services at its sole discretion. In such case each part shall be paid for separately by the Buyer.

6. Force Majeure

The Company shall use its reasonable endeavours to ensure that delivery dates are adhered to, but time shall not be of the essence of the Contract. Should the Company be in any way prevented or hindered by a cause beyond its reasonable control (including, but not limited to, strikes, lockouts or other industrial actions, import or export embargoes, government intervention, alteration of foreign exchange rates and carriage delays) from meeting those delivery dates, the Company shall not be bound to make delivery of any goods and/or services which it may have contracted to manufacture, sell and/or supply and the Company shall not be liable in any manner whatsoever for loss or damage suffered by the Buyer as a result of any such failure or delay in delivery when so prevented or hindered. . The existence of any force majeure circumstance is declared with a protocol issued from the respective Chamber of Commerce (for Bulgaria – Bulgarian Chamber of Commerce and Industry) or another competent authority.



7. Risk

Any risk from loss or damage of any kind howsoever caused to the goods shall pass to the Buyer:

·         In the case of goods to be collected by the Buyer upon such collection or upon the expiry of 7 days from the Company`s written notice that such goods are ready for delivery, whichever is the earlier, and the Company shall further be entitled to recover a reasonable charge for storage of the goods after the expiry of such a period. If the storage of the goods by the Company exceeds 30 (thirty) days, the Company is allowed to terminate the Contract and sell the goods to a third party; and

·         In the case of goods to be dispatched or delivered to the Buyer on delivery of such goods or if such delivery is not accepted, risk passes when the delivery is tended by the Company provided that any claim that the goods or any of them have been lost or damaged in transit must be made to the Company by the Buyer within 4 business days of the delivery to the Buyer, otherwise the goods will be deemed to have been duly delivered in accordance with the contract and any claim by the Buyer will be absolutely barred.


8. Title and Ownership

Title to all goods supplied to the Buyer shall remain in the Company until the Company has received payment in full and any other sum due in respect of goods sold by the Company to the Buyer under any contract between the Company and the Buyer, unless agreed otherwise in writing by the parties.


9. Tooling

Where the Company provides special moulds for the production of the Buyer`s order then, unless agreed in writing to the contrary, these moulds shall be charged at part cost to the Buyer and shall be used exclusively for the production of the Buyer`s orders. The moulds shall remain the property of the Company.


10. Drawings, Specifications, etc

·         All descriptions, drawings, illustrations, particulars or weights and measures, ratings, standards, statements or details as to the performance, specifications or other descriptive matter, not contained in any contract document, are given without responsibility and shall not form part of the description of the goods and/or services supplied or to be supplied, so that the Company shall not be under any liability in respect thereof.

·         All plans drawings, designs, specifications and other written technical matter forming part of the contract or supplied in connection therewith shall remain the property of the Company and shall not be copied or disclosed to third parties without the prior written consent of the Company. The Buyer shall return the same to the Company forthwith upon the Company’s request to do so.

·         The Company reserves the right to make any changes in the specifications of the goods’ and/or services which are required to conform with any applicable safety or other statutory requirement or where the goods and/or services’ quality or performance are not materially affected.


11. Buyers Trade Names and Trade Marks

Should the Buyer require that any of the goods he orders be marked with his own name or trade mark and for any reason he is unable to accept those goods without prejudice to its further rights under the contract, the Company reserves the right to sell the goods with the Buyer`s name or trade mark affixed to them to any third party. The Buyer represents and warrants that it has the authority to use or authorise third parties to use any name or trade mark it requires the Company to affix to the goods.


12. Quality, Warranty Condition and Description of goods

·         The Company warrants that materials and workmanship of the goods sold by it shall be of a standard described in the Production Factory's Catalogues, where the goods are described. If the Buyer gives written notice to the Company that the goods have not been supplied as aforesaid and the same is established to the Company’s satisfaction, such goods will be replaced or repaired (at the Company`s discretion) at the Company`s premises and the term of warranty stated in this Clause shall apply in respect of such replacement or repair. No goods shall be returned to the Company without its prior written consent.

·         The above warranty shall apply in respect of matters where the Buyer gives written notice within six months following the delivery or replacement or repair of the goods, respectively. In the case of replacements or repairs, the period of liability of the Company shall in no case exceed 12 months from the original date of dispatch of the goods, after which any claim in relation to the replacement or repairing of the goods shall be absolutely barred.

·         Such replacement or repair will be the absolute limit of the Company`s liability and the Company will not be liable (to the extent permitted by law) under any circumstances whatsoever for loss or damage of any kind suffered by the Buyer howsoever caused.


13. Liability

The Buyer shall be solely responsible for the compliance of the installation with safety regulations issued by competent authorities and in force at the place of its operation.


14. Liability Limitations

The Company’s liability under or in connection with a Contract is limited to the total gross value of the respective „Order Confirmation” or Delivery Specification concerned.

The Company shall under no circumstances be liable to the Buyer for any claim for any indirect or consequential loss arising under or in connection with any Contract.


15. Quantities

As far as reasonably practicable, the quantity ordered by the Buyer will be delivered, but the Company reserves the right to vary its quantity by a maximum of plus or minus [10%].The invoice for the goods will be based on the actual quantity delivered in accordance with the normal price.


16. Partial Completion

In the case of partial completion of an order by reason of any events referred to in paragraph 6 of these conditions, the Company shall be entitled to a payment on a quantum merit basis in respect of all goods supplied/services performed by it without prejudice to its rights should non-compliance be occasioned by the Buyer. Notwithstanding any other right of the Company, if the Buyer cancels any order then the Buyer shall indemnify the Company for all losses and costs incurred by the Company (including loss of profit).


17. Patents

·         The Company does not undertake that the goods when delivered or any plans, information, designs or specifications supplied in connection therewith, will not infringe, or result in any infringement of any specifications, letters, patent, registered design, trade mark or other industrial or intellectual property right. The Buyer undertakes that any design or instruction furnished or given by him shall not be such as will cause the Company to infringe any letters, patent, registered design, trade mark or other industrial or intellectual property right, in execution of the Contract and the Buyer shall indemnify the Company against all loss, actions, damages, penalties, costs and expenses to which the Company may become liable in connection with any work required to be done in accordance with such design or instruction.

·         The sale by the Company of the goods shall not convey to the Buyer any licence or right to use any inventions, letters, patent, registered designs, trade marks or other industrial or intellectual property right owned or controlled by the Company or associated company except to the extent that one or more of such inventions, letters, patent, registered designs, trade marks or other industrial or intellectual property right may be embodied in such goods.


18. Contracting

The Company shall be entitled to sub-contract all or any of part of its obligations.


19. Termination
If,

·         the Buyer transfers, sells, assigns, mortgages, encumbers, pledges, or otherwise disposes of (a) all or substantially all of its assets, or (b) any controlling interest in its business;

·         the Buyer consolidates with or merges into another corporation or other entity, or permits one or more other corporations or other entities to consolidate with or merge into it;

·         the Buyer becomes the subject of any bankruptcy, insolvency, reorganization, liquidation, dissolution or assignment for the benefit of creditors, or if any act is done or event occurs (including, without limitation, a concordat) which (under applicable law) has a similar effect to any of these acts or events;

·         any judgment is obtained against the Buyer for any financial distress or any execution is levied on any premises or assets owned or occupied by the Buyer;

·         the Buyer has more than 5 days overdue payment on an invoice, or ceases, or threatens to cease to carry on business,

then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel any Contract or suspend any further deliveries under the Contract forthwith without any liability to the Buyer and, if the goods have been delivered or confirmed for delivery via "Order Confirmation" but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


20. Errors

Typing and clerical errors and omissions in any document (including quotations) issued by the Company are subject to correction by the Company.


21. Proper Law

The Contract, these Conditions and all quotations, orders and acceptances shall be governed by Bulgarian law. All disputes arising from this contract or relating to it, including the disputes arising from or concerning its interpretation, invalidity, performance or termination as well as disputes for filling gaps in contracts or their adaptation to newly arisen circumstances, shall be resolved by the Court of Arbitration with the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for litigation based on arbitration agreements.


22. Notice

Every notice, request, demand or other documentation under the Contract shall:

·         be in writing, delivered personally or by prepaid post (or by courier if sent to an address outside of Bulgaria) or by facsimile transmission;

·         be deemed to have been received, subject as otherwise provided in the Contract in the case of a facsimile transmission, upon receipt by the sender from the recipient of a confirmation of receipt and, in the case of a letter, when delivered personally or 5 Business Days after it has been delivered by prepaid post or courier; and

·         be sent as required:

o    (I) to the Company posting address:
79 G.M.Dimitrov Blvd, Sofia 1700, Bulgaria

o    (II) to the Company e-mail address:
office@dancoindustry.com

o    (III) to the Company fax:
 +359 2 446 2999

·         or to such other address or fax number as the recipient may have notified to the sender provided that a notice of default, acceleration or termination shall be deemed to be duly served, if served by registered mail (postage prepaid, return receipt requested), telegram, registered electronic post with secured electronic signature, or via a public notary.

23. Assignment

The Buyer shall not be entitled to assign or otherwise transfer any of its rights or obligations under any Contract with the Company without the prior written consent of the Company.