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GENERAL TERMS AND CONDITIONS OF SALE

  1. GENERAL TERMS AND CONDITIONS

These General Terms and Conditions for sale (“Terms of Sale”) govern and apply to any offer made by Milara International Ltd. (“Seller”), as well as to any contract of sale entered into by the Seller with any buyer (“Buyer”), relating to the supply of Products, Software, and/or Services.

No amendment or removal of any provision of these Terms of Sale or any additions thereto shall be binding on the Seller unless agreed in writing by an authorized representative of the Seller.

The failure of the Seller to object to any term contained in any purchase order or other written document of the Buyer shall not be construed as a waiver of these Terms of Sale or as acceptance of any terms of the Buyer. The Buyer shall be deemed to have accepted these Terms of Sale if it expressly agrees to them in writing.

 

  1. ORDER ACCEPTANCE

The Buyer purchases the Products by issuing a written purchase order, signed by a legal or an authorized representative, specifying specific Products, quantity, price, total purchase price, shipping instructions, requested delivery dates, billing and shipping addresses, tax exemption terms (if any), and any other special instructions (“Order”). Any contingencies contained in such Order shall not be binding on the Seller. Unless otherwise stipulated in the Contract/Offer, the Buyer undertakes to pay 100% of the prices of the Products and/or Services in advance upon confirmation of the Order/Offer, with the payment being made to the Seller’s bank account in the Republic of Bulgaria, without additional fees for the Seller. The advance payments have the meaning of a down payment.

If the Buyer does not take possession of the Products on the scheduled delivery date or does not collect the Products when prior notice has been given, the Seller may terminate the sale with a claim for any possible compensations, for which the Seller can make a claim, respectively at the expense and risk of the Buyer: a) to hand over the Products for safekeeping; or b) to sell the Products at market prices or at a public auction, after notifying the Buyer thereof and informing it of the time and place of the sale or auction. If the Seller does not exercise any of the rights under the preceding sentence, the Buyer shall bear all costs of loading, unloading, and storage of the Products until it takes possession of the Products, as the delivery terms and performance schedules shall be automatically extended by the Buyer’s delay period.

 

  1. PRICE

All prices are specified without taxes, regardless of whether they are payable in the Republic of Bulgaria or in the country of delivery of the Products.

The sale of Products and/or Services by the Seller shall be carried out according to the relevant price list or an individual Offer to the Buyer, which shall be confirmed by acceptance of the Buyer’s Order by the Seller.

EXCEPT AS OTHERWISE STATED IN THIS SECTION, ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.

All sales taxes, excise duties and fees, including customs duties, which are or may be imposed by any taxing authority and which are not included in the price of the Products, and if such taxes are not separately stated and collected at the time of payment of the sale price, shall be at the expense of the Buyer.

The price of the Products sold for export does not include customs, brokerage, and airport fees, as well as import duties, if any, and the Seller reserves the right to request a refund.

The Buyer agrees to assist the Seller in obtaining a refund and to provide the Seller with all necessary documents and, if the Products are intended for export to a third country, to provide proof of such export and/or delivery. All such costs which the Seller may be liable to pay shall be borne by the Buyer.

The Buyer shall pay the full amount of the invoiced fees without set-off or deduction in the currency specified in the Order within thirty (30) days of the invoice date.

 

  1. TERMS OF PAYMENT

Each invoiced shipment shall be considered a separate transaction and payment shall be made according to the relevant accompanying documents. Unless otherwise agreed in writing by the Seller, all payments for the Products shall be made no later than thirty (30) days from the date of delivery of the Products.

Acceptance of any payments after the specified due dates shall not constitute a waiver of the Buyer’s obligation to make future payments by the agreed due date.

In the event that the Buyer has several identical obligations towards the Seller, if a payment by the Buyer in favor of the Seller is not sufficient to repay all of them, the Buyer may declare which of them it wants to repay. If the Buyer does not declare this, the most onerous obligation shall be paid. In the case of several equally onerous obligations, the oldest one shall be repaid, and if they all arose at the same time, they shall be repaid proportionately. When the payment is not enough to cover the interest, expenses, and principal, the expenses shall be repaid first, then the interest, and finally the principal.

In case of late payment, the Buyer shall owe a penalty of 0.05% for each day of delay on the unpaid amounts, which in all cases cannot be less than three (3) times the legal interest. If the Buyer does not make payment within the specified period for this or does not provide input data or does not accept the deliveries from the Seller, in accordance with the Contract, the Seller may terminate the Contract thirty (30) working days after providing a written invitation for implementation of obligations, which the Buyer did not fulfill. In these cases, the Seller shall also have the right to retain the received deposit/down payment and to invoice the stowage for the relevant period.

 

  1. COLLATERAL AND OTHER RIGHTS OF THE SELLER

In order to ensure the payment of all sums due to the Seller under an Order by the Buyer, the Seller shall have the right to ask the Buyer for collateral for its claim. The Buyer agrees to provide the Seller in a timely manner with all reliable data and information requested by the Seller, which to allow it to make its choice for a claim for particular collateral. In the event of default by the Buyer under these terms and/or written agreements, the Seller shall be entitled to immediately repossess the Products and shall be free to enter the property, vehicles, and premises where the Products may be located and to take them, without prejudice to the Seller’s right to be reimbursed by the Buyer for any additional costs or damages that the Seller may incur due to the Buyer’s failure to pay the sale price or any other default by the Buyer. The return of the Products hereunder shall be in addition to any other legal remedies available to the Seller.

 

  1. PRODUCT OWNERSHIP AND LIABILITY

The Seller retains ownership over the Products until the Buyer has paid the full price for the Products. If the Products are converted or incorporated into other goods, the Seller shall have right of lien on the converted Products or the goods into which they have been incorporated until full payment of the price. The Buyer undertakes to confirm the existence of this retained ownership right to third parties to whom it may sell the Products in their original state or incorporated into other goods.

From the moment of delivery, the Buyer assumes all risks related to the possession, storage, and/or use of the Products according to the applicable commercial terms (INCOTERMS) and from the same date is shall be responsible for all damages caused.

Unless otherwise stated in the offer by the Seller or in any other specific agreements, deliveries will be deemed to have been made once the Products have been made available at the Seller’s site/warehouse under the current EXW trade terms under the INCOTERMS rules of the International Chamber of Commerce.

The ownership and risk of loss or damage to the Products shall pass to the Buyer upon delivery to an approved/trusted carrier at the Seller’s facility. It is the Buyer’s responsibility to insure the Products against risk of loss or damage. Unless otherwise expressly stated by the Buyer, the shipment shall be sent by a carrier selected by the Seller.

 

  1. PERFORMANCE AND DELIVERY

Performance and delivery dates specified or communicated by the Seller to the Buyer are indicative only and any failure to perform or deliver on these dates shall not be considered a breach by the Seller.

All claims or shortages of ordered Products must be submitted to the Seller within ten (10) calendar days of receipt of the particular shipment of Products by the Buyer. If the Buyer fails to notify the Seller of material non-conformities within the specified period after delivery or uses such Products, Software, or Services in a production environment or in the course of its business, the Products, Software, or Services shall be deemed accepted without objection.

All shipping charges, if any, shall be charged by the Seller and paid by the Buyer upon invoice. The Seller shall not be liable for any damages or penalties for delay in delivery or failure to notify of delay and the carriers shall not be deemed to be agents of the Seller. The Seller shall have the right to make partial deliveries. The Buyer’s acceptance of each delivery constitutes a separate agreement. In the event of non-payment in accordance with the terms of these Terms and Conditions, further deliveries may be suspended. In the event that the Buyer does not take delivery of the Products and such Products remain at the Seller’s premises, the latter shall be entitled to charge the Buyer for the storage of such Products.

 

  1. CANCELLATION OF ORDERS

The Buyer may not cancel, terminate, suspend, or place a hold on any Order, in whole or in part, without the prior written consent of the Seller, which consent, if given, will be under terms that will indemnify Seller for any loss or damage resulting therefrom, including, but not limited to, the cost of the Products shipped to, manufactured for, or stored for the Buyer, as well as any loss of profits, costs incurred, and allocation of general and administrative expenses related to the Products.

 

  1. DELAY IN DELIVERY/FORCE MAJEURE

The Seller is released from any obligations related to delivery times or other performance obligations in the event of force majeure or events occurring at or affecting the premises or activities of the Seller or those of its subcontractor and/or its suppliers, which may disrupt the organization or business of the company, such as: natural disasters, strikes, diseases, epidemics, pandemics, quarantine restrictions, wars, riots, civil disorders, terrorist acts or threats, embargo, lightning, earthquakes, fires, floods, storms, or extreme weather events, thefts, malicious damages, industrial disputes (whether affecting the workforce of the Contracting Parties and/or another person), damages or malfunctions of plant or equipment, or accidents to machinery, rejections of parts during the production process, disruptions or delays in the transportation or delivery of raw materials, energy or components, acts or omissions of the Buyer, design changes agreed by the Parties, or any other event beyond the control of the Seller, its subcontractors, and/or its suppliers, or any other consequences arising out of or in connection with the United Kingdom’s withdrawal from the EU.

 

  1. LEGAL PROVISIONS/COMPLIANCE WITH THE LAW

The expected deliveries by the Seller under the Contract/Order may contain components and/or technology from the European Union (“EU”), the United States of America (“US”), and/or other countries. The Buyer acknowledges and agrees that the delivery, transfer, and/or use of the Products, Software, Services, information, other expected deliveries, and/or embedded technologies, under the Contract/Order shall fully comply with the relevant applicable EU laws and/or regulations, as well as US and other national and international export control laws and/or regulations. The Seller shall not bear any responsibility for late deliveries and other consequences caused by the application and amendments of these regulations.

 

  1. PATENTS AND COPYRIGHTS (PRIVACY AND DATA PROTECTION)

The production, sale, or use of any Product may not be in violation of any intellectual property rights (on industrial design, on patentable inventions and utility models, on registered trademarks, on registered geographical indications); accordingly, except for any damages arising directly from fraudulent inaccuracies contained in the preceding sentence, the Seller shall have no liability in relation to any claims alleging infringement of intellectual property rights by or in connection with the Products. In addition, in the event that Seller is sued or prosecuted based on a claim for infringement of a patent, copyright, industrial design, patentable invention, utility model, trademark, geographical indication, or trade secret in connection with the Products sold by the Seller to the Buyer thereby, where such infringement results from any designs, specifications, instructions, or other contributions provided to the Seller by the Buyer, the latter shall indemnify and defend the Seller at its own expense from any such claim or proceeding for infringement.

The Seller reserves the right to store and process the Buyer’s data for its own purposes in accordance with the applicable data protection legislation. The Buyer agrees (and shall request from its employees) to treat as confidential and proprietary to the Seller all specifications, drawings, designs, samples, models, tools, processes, data, software, and any other business or technical information, materials, or ideas in any form (for example, written, electronic, visual, oral, or otherwise) provided or disclosed to the Buyer by the Seller in connection with any Order (“Proprietary Information”). Each Party shall retain ownership of its Confidential Information.

Neither Party, except with respect to its employees, contractors, or agents who have a need to know it for the purposes of the Contract, shall disclose to any person any confidential information of the other Party without the prior written consent of the relevant Party, except when the confidential information may be disclosed as required by law. Upon termination of the Contract or any related Order, or upon written request by the Disclosing Party, whichever occurs first, the Receiving Party shall return or destroy, at the request of the Disclosing Party, all confidential information of the latter.

 

  1. CHANGES, MODIFICATIONS AND TECHNICAL DOCUMENTATION

The Seller reserves the right to change or modify the specifications, design, drawings, and construction of any Products and to substitute suitable materials, unless otherwise specified in writing by the Buyer in the Order. If drawings are provided, they shall be presented only to show the general style and arrangement of the Products. It is agreed that the Seller shall have the right to make changes or improvements in the design or construction of its Products without being obligated to install the changes or improvements on the Products purchased by the Buyer or others.

      

  1. ASSIGNMENT

The Buyer may not assign any of its rights or interests under these Terms of Sale without the prior written consent of the Seller. Any attempted transfer contrary to the preceding sentence will be void and shall be grounds for immediate termination of any obligation to the Buyer with respect to the sale of the Products set forth in these Terms of Sale. Some or all of the Seller’s rights or obligations hereunder may be assigned by the Seller without notice to the Buyer and may be exercised by an assignee of the Seller.

 

  1. TERMINATION

The Seller may terminate any obligation to the Buyer with respect to the sale of the Products specified in these Terms of Sale immediately by giving a notice to the Buyer, if: a) the Buyer fails to make payment on the due date; b) the Buyer fails to accept delivery of any shipment; c) the Buyer makes an assignment for the benefit of its creditors, in violation of the regulation set forth in Section 13. ASSIGNMENT (above); d) the Buyer ceases its activities and begins liquidation procedure; or e) the Buyer becomes insolvent and/or bankruptcy proceedings are initiated.

The Seller may also terminate any such obligation to the Buyer upon thirty (30) days’ notice of any default by the Buyer of any of its obligations contained in these Terms of Sale, provided that such default has not been remedied within such thirty (30) day period. All obligations of the Buyer under these General Terms and Conditions shall remain in full effect after the cancellation, termination, or completion of the Order.

 

  1. WAIVER OF CLAIM

The Seller’s failure to enforce any provision of these Terms of Sale or to exercise any right or privilege described in these Terms of Sale shall not be construed as a waiver of any provision of these Terms of Sale and the same shall continue to operate in full force.

  1. LIMITATION OF LIABILITY

The Seller shall guarantee that the Products subject to the sale will be free from defects in materials and workmanship and will conform substantially to the Seller’s published specifications therefor (or any written specifications specifically agreed upon between the Parties). The Seller’s sole liability and the Buyer’s exclusive remedy under this guarantee shall be limited to the repair or replacement, at the Seller’s discretion, of any material returned to the Seller at the expense of the Buyer that the Seller determines and agrees is defective in workmanship or material or that does not conform to the mutually agreed upon written specifications. The Buyer shall promptly notify the Seller of any claim under this guarantee no later than ten (10) calendar days after the delivery of the Products to the Buyer. No guarantee is provided for any Product for a claim not made within these ten (10) days. The Seller reserves the right to issue a credit note for any defective Product as an alternative to repair or replacement. Any additional guarantees by the Buyer in dealing with its customers shall be the exclusive responsibility of the Buyer, unless such addition is agreed in advance in writing by the Seller and the Buyer. The Seller shall not be responsible for any loss, damage, theft, or destruction of materials provided by the Buyer. The guarantee provided herein excludes and does not cover any damage to Products or parts thereof delivered by the Seller to the Buyer, including to a forwarding company for delivery to the Buyer, caused by accident, modification (not made by the Seller), disassembly, misuse, use, or testing in applications that exceed product specifications or integrity, neglect, improper installation, misuse, or use in hazardous activities by the Buyer or a third party. The Buyer must make all claims under this guarantee; no third party claims will be accepted.

 

  1. APPLICABLE LAW

These General Terms and Conditions of Sale shall be interpreted and applied in accordance with the applicable legal norms of the Bulgarian and international legislation. If a separate provision or condition of these General Terms and Conditions of Sale is declared invalid or unenforceable by a competent judicial authority, it shall be superseded by the mandatory rules of law. Such partial invalidity shall not invalidate the entire General Terms and Conditions of Sale and shall not affect the rights and obligations of the Seller and the Buyer under the remaining provisions of these Terms and Conditions of Sale, which remain in full force.

 

  1. HEADINGS OF SECTIONS

The section headings used in these General Terms and Conditions of Sale are for convenience only and shall not be construed as limiting or expanding the meaning of the provisions to which those headings refer.