MikroMasch® Terms and Conditions for shipment of goods,
operated by Innovative Solutions Bulgaria
§ 1 General
(1) The following terms and conditions only shall apply to deliveries and services of Innovative Solutions Bulgaria EOOD (“ISB”) in so far as the Buyer is a merchant, or a legal entity under public law. Any terms of the Buyer which contradict or deviate from the terms and conditions below shall not apply except where ISB has expressly agreed to the same in writing. Any unconditional supply of goods, performance of works or acceptance of payments shall not be construed as an acknowledgement of terms which deviate from the aforesaid
(2) These terms and conditions shall apply to all future supplies to the Buyer.
(3) Insofar as is necessary for the handling of its business ISB shall be entitled to store and process the Buyer’s data in electronic form to the extent permitted by applicable data protection laws.
§ 2 Contractual Representations
(1) Offers made by ISB are subject to change without notice with regard to prices, quantity, delivery date and delivery prospects.
(2) The order acknowledgement submitted by ISB in text form shall govern exclusively the acceptance of an order, the scope of delivery and the time of delivery.
(3) Any changes, supplements and/or cancellation of a contract must be in writing.
(4) ISB reserves the right to vary product descriptions and information in literature and catalogues and in other written documentation from a technical point of view and/or layout as well as to make changes to models, construction and materials, based on technical progress and shall not incur any liable towards the Buyer in relation thereto.
§ 3 Prices, Payment Terms, Set Off
(1) The price shall be based on the price list in force on the date the contract is made except where otherwise agreed. The prices are EXW (Incoterms 2010) plus freight. Customs duties, import duties and insurance are to be arranged and paid for buy Buyer, unless otherwise agreed in written. Where applicable ISB shall invoice VAT at the rate in force on the date of performance.
(2) Except where otherwise agreed the Buyer shall remit the invoice amount prior to shipment of the goods.
(3) The Buyer may only set off undisputed counterclaims or counterclaims against which ISB has no further recourse to appeal. The Buyer shall only be entitled to rights of retention in so far as these are based on the same legal transaction
§ 4 Time of Performance
(1) The commencement of the delivery term quoted by ISB shall be subject to clarification of all technical matters and proper and timely performance by the Buyer of his obligations.
(2) Where ISB fails to deliver upon an agreed delivery date and such failure is caused by an act or omission by ISB the Buyer shall grant ISB a reasonable extension in writing of not less than 2 weeks. If upon the expiry of the grace period, delivery is still not forthcoming and the Buyer desires to rescind the contract or demand damages in lieu of performance, the Buyer shall prior thereto set a final and reasonable deadline in writing expressly indicating his intention. The Buyer is obliged where requested by ISB to declare within a reasonable period whether he shall rescind the contract due to the delay in delivery and/or demand damages in lieu of performance or insist upon performance.
§ 5 Shipment, Risk
(1) Delivery shall be Ex Works (EXW – Incoterms 2010). The risk of destruction, loss of or damage to the goods shall transfer to the Buyer upon loading of the goods from ISB’s stores or where the goods are unable to be shipped or are to be collected upon notification of readiness for shipment.
(2) ISB reserves the right to select the transport route and the type of transport, unless otherwise agreed in written form. Where it is customary in the trade the goods shall be supplied with packaging. ISB shall select packaging, protection aids and /or means of transportation on the basis of its experience. Packaging materials and protection and shipment aids are non-returnable except where otherwise agreed in writing. Extra costs caused by the Buyer's special shipping requirements shall be for the account of the Buyer. This shall also apply to increases in freight charges that occur after the contract is concluded, any additional costs for re-routing, warehouse charges, etc., unless carriage paid delivery is agreed.
§ 6 Act of God
In the event of force majeure ISB shall be entitled to suspend performance of its obligation to deliver. Where there is a considerable change in the circumstances prevalent at the formation of the contract, ISB reserves the right to rescind the contract. This shall also apply to energy or raw material shortages, labour disputes, decrees issued by authorities, transport or operational disturbances, or if subcontractors fail to supply ISB on time or with the correct quantity or at all for any of the above reasons.
§ 7 Retention of Title
(1) Goods sold shall remain the property of ISB until payment of all claims under the business relationship has been received from the Buyer (Reserved Goods).
(2) If the Buyer works or processes the goods ISB’s reservation of title shall be extended to cover the whole of the new article. In the case of processing, combining or mixing with external goods by the Buyer ISB shall acquire title in the fraction that corresponds to the invoice value of the goods supplied by ISB to that of the other objects used by the Buyer at the time the processing, combining or mixing took place.
(3) If the goods subject to reservation of ownership are combined or mixed with a principle good belonging to the Buyer, the latter hereby assigns in addition his rights in the new good to ISB. If the Buyer combines or mixes the goods subject to reservation of title with a principle good belonging to a third party against payment, he hereby assigns his claims for payment against the third party to ISB.
(4) The Buyer may resell goods subject to reservation of ownership in the framework of due business activities. If the Buyer sells these goods without receiving the full purchase price in advance or contemporaneously with the surrender of the item purchased, he shall agree a reservation of title with his customers in accordance with these conditions. The Buyer hereby assigns to ISB his claims under this resale and the rights under the reservation of title agreed. Where requested by ISB he agrees to notify the assignment to Buyers and to provide ISB with the information required to claim its rights against the Buyers and to hand over documents. Irrespective of the assignment the Buyer shall only be authorised to collect payments under the resale as long as he complies duly with his obligations to ISB.
(5) If the value of the securities provided to ISB exceeds its claims by more than 20 percent, ISB undertakes to release securities of its choice on demand by the Buyer. If ISB claims reservation of title this shall only be deemed to be a withdrawal from the contract as well if ISB declares this expressly in writing beforehand.
(6) In the event that the above retention of title clauses are void or unenforceable according to the law of the state/country in which the goods are situated, the collateral security which corresponds to the retention of title in that state/country is deemed to be agreed
§ 8 Buyer’s Rights in the case of Defects
(1) The goods supplied by ISB correspond to the Bulgarian regulations and standards currently in force. ISB gives no guarantee that the goods comply with other national regulations. Where the goods are to be put into operation overseas it is the responsibility of the Buyer to ensure that the goods are in conformity with the relevant legal requirements and standards and where required to make appropriate adaptations.
(2) The Buyer shall not be entitled to make a claim based on defective delivery or performance where the reduced value or merchantability of the goods delivered or services supplied is nominal.
(3) Where the goods delivered by ISB are defective and the Buyer has immediately notified ISB of the same in writing not later than 28 days after the delivery date ISB shall at its option deliver a replacement or remedy the defect. The Buyer shall grant ISB a reasonable period of not less than 15 working days to carry out the same.
(4) The Buyer is entitled to demand reimbursement of the costs incurred by reason of the replacement delivery or remedying of the defect insofar as such costs are not increased due to the subsequent transportation of the goods delivered to a location other than the original shipment location unless the purpose for which the goods are intended requires the same.
(5) In the event that ISB is not in a position to remedy the defect or deliver a replacement the Buyer is entitled to rescind the contract or to demand a reasonable reduction in the purchase price. Rescission of the contract is only permissible where the Buyer prior thereto sets a final and reasonable deadline in writing expressly indicating his intention.
§ 9 Damages
(1) Except where otherwise provided below, any claim of the Buyer for damages other than those claims set out in § 8 aforesaid are hereby excluded irrespective of the legal grounds upon which it is based. Accordingly ISB does not accept liability for any damage not incurred by the goods themselves nor does ISB accept any liability for loss of profit or any other pecuniary loss suffered by the Buyer. To the extent that ISB’s contractual liability is excluded or limited, such exclusion or limitation shall apply in relation to the personal liability of employees, representatives and vicarious agents.
(2) The aforesaid limitation of liability shall not apply where the damage incurred has been caused by wilful default or by gross negligence, where personal injury has been suffered or where the damages claim is based on product liability law. It shall further not apply where ISB has given a guarantee of quality in relation to the products supplied.
(3) Where ISB is in negligent breach of a material term of the contract its liability to compensate damage to property shall be limited to such loss as was typically foreseeable at the time the contract was made. A material term of the contract shall be any term which places the Buyer in the legal position provided for under the contract in terms of its content and purpose and any term which must be complied with in order to ensure proper performance of the contract and upon the performance of which the Buyer relied or could be reasonably expected to rely.
(4) Beyond the aforesaid ISB shall only be liable to the extent of its insurance coverage insofar as it is insured against the damage which has been incurred and subject to payment of the insurance benefit.
(5) Any other liability in damages is hereby excluded.
(6) Any assignment of the Buyer’s claims provided for in §§ 8 and 9 above is not permitted.
§ 10 Limitation
The limitation period for claims based on paragraphs 8 and 9 aforesaid is 1 year.
§ 11 Disposal of old Electrical Appliances
(1) Except where otherwise agreed the Buyer undertakes, upon completion of use of the products supplied by ISB, to dispose of the same at his own expense and in accordance with the legal requirements.
(2) In the event of resale or any other transfer of the products the Buyer undertakes to contractually bind his customer to comply with sub-paragraph 1 aforesaid.
§ 12 Jurisdiction, Choice of Law
(1) All disputes arising out of these terms and conditions shall be resolved before the Arbitrary Court in Sofia, Bulgaria. ISB reserves the right to sue the Buyer at its principle place of business.
(2) The laws of the Republic of Bulgaria shall govern all the legal relationships between the Buyer and ISB.