GENERAL TERMS AND CONDITIONS UNDER CONTRACTS FOR THE SALE OF GOODS

GENERAL TERMS AND CONDITIONS UNDER CONTRACTS FOR THE SALE OF GOODS

These General Terms and Conditions (“GTC”) apply in the relationship between STIRODESIGN EOOD and its client (“Client”) for the sale of Goods under one or more Sales Contracts (the “Contract”). These GTC apply accordingly to other contractual relations between STIRODESIGN EOOD and the Client in connection with distribution contracts, framework contracts, performance contracts and others in writing, which settle general issues of commercial transactions between them. The provisions of these GTC apply both to Contracts concluded in writing and to Contracts concluded orally, incl. and by issuing a Handover Protocol, Goods Receipt, Retail Document, Invoice or Proforma Invoice. These GTC are an integral part of the Agreement between STIRODESIGN EOOD and the Client, who can get acquainted with them in each stationary office of STIRODESIGN EOOD, where the GTC are placed in a visible and accessible place, as well as on the STIRODESIGN website. Ltd. Pursuant to Article 298 of the Commercial Law, the general conditions of the manufacturer apply to all transactions / contracts of STIRODESIGN EOOD with a Client who is a trader within the meaning of the CA.

1. THING

1.1. Pursuant to the Agreement and the present, STIRODESIGN EOOD sells goods to the Client (the “Goods”) and / or provides performance described by type, name, code, signature, quantity and price in the Contract or in the Sales Document, for a price pays in the amount, in the manner and terms specified therein.

2.PRICE AND METHOD OF PAYMENT

2.1. The price of the Goods is the price agreed in writing in the Contract, and if the contract is concluded orally - the price determined by STIRODESIGN EOOD as of the date of its conclusion, reflected in the Sales Document.

2.2. The price does not include value added tax for the Goods, which is charged and indicated separately according to the applicable legislation.

2.3. The price includes the costs of loading the Goods upon their delivery, if it is done in the warehouses of STIRODESIGN EOOD. In case the Goods are delivered to the Client's site, the transport and unloading is at the Client's expense, unless otherwise agreed.

2.4 The value of the transport of the Goods in the invoice or in the Contract may be indicated separately from the value of the Goods.

2.5. The price is paid by the Client in cash or by bank transfer
the bank accounts of STIRODESIGN EOOD, recorded in the invoice. within the terms specified in the Contract.

2.6. In the case of Contracts concluded orally, as well as in the case of Contracts in which no deferred payment has been agreed, the price shall be paid in full by the Client before the delivery of the Goods.

2.7. STIRODESIGN EOOD may set a credit limit for Clients to whom Goods are sold under the terms of deferred payment. It is not allowed to negotiate deferred payment orally.

2.8. STIRODESIGN EOOD may at any time, at its discretion, change the set credit limit, without stating the reason for this.

2.9. In case a deferred payment has been agreed in writing in the Contract, the Client is obliged to pay the price of the Goods in full or in part after their delivery, within the terms specified in the Contract or in the Handover Protocol, Commodity Receipt, Sales Document or Invoice issued by STIRODESIGN “Ltd. In case of differences between the Agreement and another document, the Agreement shall prevail.

2.10. In case of delay during and / or the amount of the credit limit under the Agreement, or delay in payment outside the agreed time and / or amount of sales of Goods without a written contract, STIRODESIGN EOOD has the right to claim penalties, interest for delay, compensation , fees and other amounts stipulated in the Contract, and when there is no written contract, to issue a notice of penalty of 0,5% per day on the overdue amount, payable together with the unpaid principal within three days of issuance.

2.11. The client receives notifications for penalties, interest for delay, etc. according to item 2.10. by fax, e-mail, post or courier.

2.12. In the event that any amount is not paid within the time limits specified in the Contract in accordance with these GTC, STIRODESIGN EOOD may refuse to hand over the Goods. The client owes the penalty in the agreed amounts under item 2.10, as well as compensation for all damages exceeding it, caused to STIRODESIGN EOOD, until its final payment.

2.13. All amounts under Contracts, including Deferred Payment Contracts and Oral Contracts - with issued Acceptance-Transfer Protocol, Commodity Receipt, Retail Document or Invoice, become immediately due and due by the Client, upon occurrence of one of the following circumstances:

(a) The Client delays payment due to STIRODESIGN EOOD under a transaction or any other relationship between them for a period of more than 30 (thirty) days;

(b) the Customer suspends payments to other suppliers or admits, directly or indirectly, that it is insolvent or over-indebted;

(c) bankruptcy or insolvency proceedings are requested against the Client;

(d) the Client's obligations under credit, loan or lease agreements concluded with another creditor become due ahead of time;

(e) enforcement by another creditor against the Client has been unsuccessful due to the Client's lack of liquid assets;

(f) the value of the collateral provided to secure the specified credit limit of the exposure of STIRODESIGN EOOD shall be reduced;

(g) other circumstances from which it is clear that the Client will not be able to fulfill its obligations under the Agreement.

2.14. STIRODESIGN EOOD issues a tax invoice to the Client within the terms and in accordance with the requirements of the current legislation. In case of change of the fixed exchange rate between the Bulgarian lev and the euro, the value of the Client's liabilities is calculated in EUR according to the BNB fixing for the day on which the payment is made.

3. ORDERS

3.1. The request for the purchase of goods is made in advance - either by sending a written order, sent by fax, e-mail, by hand, by mail, or orally - by phone. The Order has the force of a proposal for concluding a Contract under the terms of these GTC between STIRODESIGN EOOD and the Client at the current prices of the Goods determined by STIRODESIGN EOOD.

3.2. Within 24 hours STIRODESIGN EOOD notifies the Client orally and / or in writing about the availability of the Goods, and if the Goods are not available in the warehouses of STIRODESIGN EOOD - about the possibility, conditions, terms and price of their production. The confirmation from STIRODESIGN EOOD is considered acceptance of the proposal for concluding the Contract by the client, unless STIRODESIGN EOOD requests additional confirmation of the terms of the Contract, in which case it is considered concluded upon receipt of such additional confirmation from the Client.

3.3. The contract is considered concluded in the cases specified in the previous points, and the acceptance of the GTC is considered to be full payment for the Goods, or advance payment or delivery of the Goods to the Client / whichever occurs first /, and the signing of the Handover Protocol, Goods Receipt, Retail Document, Invoice for the delivery of the Goods by the Client, including the person receiving them, is considered acceptance of the terms of sale specified in the document.

3.4. STIRODESIGN EOOD is not responsible for delaying the delivery of the Goods:

a) In case of submission of incorrect information by the Client in the application or the Contract, as well as in case of subsequent amendment of the Contract;

b) In case of delay of the Client to fulfill its obligations under the Agreement, incl. on OU;

c) for goods for which the Client has been warned that they are not in stock at STIRODESIGN EOOD at the time of acceptance of the order and are subject to production and / or delivery by third parties;

d) In cases of force majeure.

4. DELIVERY OF GOODS

4.1. The goods are delivered to the Client in the warehouses of STIRODESIGN EOOD. In the event that this is expressly agreed orally or in writing in the Contract, the Goods may be delivered elsewhere.

4.2. The goods shall be delivered in the manufacturer's packaging or in other suitable packaging or without it.

4.3. The loading in the warehouses of STIRODESIGN EOOD is performed by STIRODESIGN EOOD. In case it is agreed that the Goods will be delivered to the Client's site, the unloading shall be performed by the Client or by third parties at his expense.

4.4. The goods are handed over according to the inventory - Handover Protocol, Goods Receipt. Retail document, Invoice containing a description of the Goods, only against the signature of the consignee, accompanied by his / her three names, as well as the identification marks of the vehicle on which the Goods are loaded. By signing the above documents, the Customer confirms that he has received the Goods.

4.5. STIRODESIGN EOOD accepts that the person who requested the delivery of the Goods and put his names and signature on behalf of the Client is duly authorized to receive them if:

- The Client has submitted in advance a Declaration for an authorized person, which indicates the persons entitled to accept the goods and to sign for it on behalf of the Client

The goods are delivered to a person expressly specified in the Contract, or

Are loaded on a vehicle owned by the Client, respectively rented by the Client, or

- if a waybill or other transport document is issued for the transport, which indicates the name of the Client as the consignee, or

- if they are received by a person who is an employee of the Client, a contractor under civil contracts or is authorized in writing by the Client to receive them, or

- by a person who has received Goods on behalf of the Client at least twice in a previous period, unless STIRODESIGN EOOD has been notified otherwise, or

- if due to other circumstances he could have considered that the delivery was requested by a person authorized to receive the Goods on behalf of the Client.

4.6. STIRODESIGN EOOD may refuse to hand over the Goods to a person for whom it has reason to believe that it is not authorized by the Client to receive the Goods.

4.7. In cases where the Goods are delivered to a place other than the warehouse of STIRODESIGN EOOD, it is considered that the Goods have been delivered if they have been unloaded at the place specified in the Contract or in the document with which the goods travel - bill of lading, goods receipt , etc.

4.8. In case the Client is in delay to receive his delivery more than 5 / five / days after the agreed term / or after an invitation, as well as if the Client does not pay in full and on time the price due for delivery, STIRODESIGN EOOD has the right to cancel The contract, unless the delay is his fault.

4.9. In case the Goods are delivered to a place other than the warehouse of STIRODESIGN EOOD and there is no exact person on the place to receive the Goods on behalf of the Client, STIRODESIGN EOOD has the right to make the delivery in the manner specified in Art. 4.7. above, or to return the Goods in its warehouse at the expense of the Client, as "STIRODESIGN" Ltd. will have the rights under the previous article, and in this case is entitled to receive from the Customer the costs incurred for returning the Goods in the warehouse of "STIRODESIGN" EOOD / including their loading and unloading /, as well as the costs for each of their subsequent transportation to the place specified by the Client.

4.10. The previous provisions on delivery shall apply accordingly and in case agreed in the Contract or on the instructions of the Client, the Goods shall be transferred to a third party other than the Client. Notwithstanding such agreement or instruction, all obligations under the Agreement and these GTC remain with the Client.

5.OWNERSHIP AND RISK TRANSFER

5.1. Ownership of the Goods is transferred after full payment, unless they are paid in cash at the time of purchase. In any case, the risk passes to the Client with the delivery of the Goods or their individualization or if the goods are to be transported outside the warehouse of STIRODESIGN EOOD after their loading, which occurred earlier, but if the Client has not accepted the Goods within the time agreed with The contract or after an invitation (if no term has been agreed), not through the fault of STIRODESIGN EOOD, the risk passes to the Client upon expiration of the delivery deadline.

5.2. In the cases under Art. 2.7. and 2.13. above, STIRODESIGN EOOD has the right, but not the obligation, to receive an immediate return from the Customer of the Goods, the price of which has not been paid within the specified period for deferred payment and / or to take enforcement action against him and to take any legal action of their rights and interests.

5.3. The Client gives his consent to take action by STIRODESIGN EOOD to obtain possession of the Goods. In case of return of the Goods, STIRODESIGN EOOD may reduce the payments due by the Client by the value of the Goods as of the date of return, according to the condition in which they are.

5.4. In case of return of the Goods by virtue of the previous article or by virtue of Art. 6.1.4. below or Art. 5.2. above the risk passes to STIRODESIGN EOOD with their transfer.

6.1. COMPLAINTS AND WARRANTIES

6.1.1.       Complaints and guarantees for the sale of construction products. The Customer is obliged to inspect the Goods immediately after receiving the Goods for visible defects, incompleteness and other inconsistencies with the Contract. Complaints for visible defects, incompleteness and other discrepancies may be validly valid within 1 / one / day from the delivery of the Goods, otherwise the Goods are considered approved. Complaints for deficiencies and discrepancies that contradict the Acceptance-Transfer Protocol, Commodity Receipt are not accepted. Retail Document, Invoice signed by the Customer or by the person who received the Goods, as specified in Art. 4 above. All complaints should be accompanied by the relevant documents and other evidence established, and at the request of STIRODESIGN EOOD, the Customer is obliged to provide samples of defective goods. STIRODESIGN EOOD is not responsible for defects or other inconsistencies with the Contract that occurred after the delivery of the Goods, unless they are covered by a warranty.

6.1.2. The quality of the Goods should correspond to the manufacturer's specification and STIRODESIGN EOOD confirms the suitability of the Goods when handed over for use according to the intended purpose of the Goods manufacturer, within the limits and operating parameters specified by the manufacturer. the other requirements of the manufacturer. The Customer is obliged to get acquainted with these data before ordering the Goods, and after their ordering is considered familiar with them. STIRODESIGN EOOD may give opinions and recommendations on the applicability of the goods it sells and the manner of working with them, which have the character of advice and are not binding on the other party.

6.1.3. The information contained in the technical charts of the products of STIRODESIGN EOOD is based on the knowledge and the latest technical achievements and experience that the manufacturer has as of the date of the latest version. The technical recommendations regarding the application, which STIRODESIGN EOOD gives in support of the buyers and the workers with products manufactured by it, are non-binding and are not grounds for contractual legal relations or additional obligations arising from the purchase contract. They do not relieve Buyers of the need to check the applicability of the products themselves according to the instructions for each specific application. As a manufacturer, STIRODESIGN Ltd. can guarantee the quality of the product, but cannot influence the conditions and manner of its use. The application of the product must be carried out by qualified personnel.

6.1.4. Unless otherwise expressly agreed in the Contract, the warranty of the Goods shall be recognized only in cases where this is required by law and within the time limits set by law. Unless otherwise agreed in the Contract, the warranty (if provided) covers defects due to the material. No defects shall be covered if the Goods are not used as intended by the manufacturer, instructions for use or outside the limits and operating parameters specified by the manufacturer, or are installed or used not in accordance with the manufacturer's requirements, or are applied / installed by unqualified personnel. Defects due to third party actions are not covered.

6.1.5. In the cases in which the Client's requests under Art. 6.1.1., Art. 6.1.2. and Art. 6.1.3. the above are well-founded and duly proven and STIRODESIGN EOOD has confirmed this in writing to the Client, STIRODESIGN EOOD undertakes to complete / complete the Goods or to provide instead of the defective Goods within 30 (thirty) days at the latest, new Goods of the same type and quantity, at own expense. In the event that a warranty is provided, the warranty period continues to run from the date of delivery of the originally delivered (defective) Goods. In case of repair or replacement, the defective Goods are returned to STIRODESIGN EOOD.

6.1.6. The manufacturer, STIRODESIGN EOOD, in case of an accepted complaint, assumes a guarantee up to the amount of the value of the products purchased by the customer.

6.2. Complaints and guarantees under the TIS.

6.2.1. In order to issue a guarantee and respect any claim of TIS, it is necessary to fulfill it only with components of STIRODESIGN EOOD, in the specified composition in compliance with the Conditions for issuing a company guarantee of integrated thermal insulation systems by STIRODESIGN EOOD and The technological instruction for construction of TEC.

6.2.2. Any deviation from the conditions in item 6.2.1 leads to a refusal to issue a company guarantee and disregard for any complaint.

6.2.3. All other conditions for issuing a TEC guarantee and the manner of filing claims for the same are set out in the Conditions for issuing a company guarantee of integrated TECs by STIRODESIGN EOOD, which the Client is obliged to familiarize himself with and declare in advance by signing a Declaration of acquaintance with the documents.

6.2.4. After the construction of the TEC, a representative of STIRODESIGN EOOD (the trade representative for the region) sends information about the input materials and the original of the signed Declaration of acquaintance with the documents on the basis of which the guarantee is issued.

7. ADVERTISING MATERIALS.

7.1. In order to promote its products and trademarks, STIRODESIGN EOOD may provide advertising materials and products to the Client, whereby these GTC apply, unless the parties have signed a separate explicit written agreement or contract.

7.2. When handing over advertising materials and products, the parties sign an Handover Protocol, where they describe them by type, quantity and value.

7.3 STIRODESIGN EOOD undertakes to hand over advertising materials and products in the required equipment and replace those that are of poor quality if returned within six months of receipt. STIRODESIGN EOOD has the right to exercise control over the fulfillment of the Client's obligations.

7.4. The client has the right to receive advertising materials, and undertakes to provide conditions for their proper operation and storage in a way that ensures their subsequent use in other sites. The Client undertakes to use advertising products and materials for their intended purpose and not to use them to promote products other than the products of STIRODESIGN EOOD.

7.3. In case of refusal or inability to use advertising materials and products, the Client is obliged to return them within 14 days of notification that he does not want to use them in the future, in a condition suitable for use for their intended purpose. Upon return, an Acceptance and Delivery Protocol is drawn up, and in case of absence or damage, STIRODESIGN EOOD has the right to invoice the useless or missing advertising materials and products of the Client and he must pay them.

8. TERMINATION

8.1. The contract is being terminated:

(a) on expiry of the period for which it was concluded or on the grounds included therein;

b) by mutual written agreement of the parties;

c) unilaterally in the cases provided for in these GTC;

8.2. In case of termination according to items a), b) or c) of the previous article, all amounts of the delivered supplies of Goods shall become immediately due and due.

9.0 GENERAL PROVISIONS

9.1. These GTC apply to all Agreements concluded between STIRODESIGN EOOD and the Client, and the parties consider that the Client has read and accepted them if these GTC are displayed in a prominent place in the offices of STYRODESIGN EOOD, or are disclosed. on the website of STIRODESIGN EOOD, as well as if the Client has signed a written contract with STIRODESIGN EOOD, which explicitly states that, in addition to the specific agreements, the rules of the general conditions apply. These GTC apply to all non-written contracts as well as to all contracts for which only Acceptance and Transfer Protocols, Commodity Receipts, Retail Documents, Invoices are written, and the parties consider that the client / his representative is acquainted with them and accepted them at the time of signing by him on any of the documents listed above.

9.2. Any amendment to these GTC is applied to the Contracts concluded after the date of its adoption, and to the existing Contracts - after notification of changes in the site of STIRODESIGN EOOD, and the Client is deemed to have accepted them if within one month does not object and did not state his disagreement in writing.

9.3. In cases where a credit limit is set for the Client, STIRODESIGN EOOD may require and the Client is obliged to provide STIRODESIGN EOOD with any information that STIRODESIGN EOOD determines at its discretion in connection with the commercial activity and financial condition. of the Client, and if this information is not public, it will be treated as confidential by STIRODESIGN EOOD.

9.4. The Client confirms that in the course of his trade relations with STIRODESIGN EOOD, the copy of each written document issued by him, which was received by fax, e-mail, or stored electronically on the server of STIRODESIGN EOOD in connection with the Contract or with the present GTC, including in connection with their proof, is considered as a valid original written document and not a copy.

9.5. STIRODESIGN EOOD has the right, at its own discretion, to transfer any of its rights and obligations in this Agreement to a third party, for which transfer the Client will be notified in writing within 3 working days. By signing the Agreement, the Client gives his irrevocable consent for such transfer. The Client is not entitled to transfer his rights or obligations under the contract to a third party without the written consent of STIRODESIGN EOOD.

9.6. In the event that any of the articles of the Agreement or of these GTC proves to be invalid, inapplicable or invalid under applicable law, this will not invalidate the entire Agreement. The article in question will be interpreted in accordance with the law, the will of the parties and the objectives of the Treaty.

9.7. The contract may be amended only with the express written consent of both parties. If the Agreement is concluded orally, it may be amended with the express consent of both parties, expressed orally.

9.8. The Client undertakes to keep in commercial secrecy all conditions (trade discounts, individual price offers, etc.) agreed in the framework and individual contracts concluded with STIRODESIGN EOOD. When issuing such information by third parties or employees of STIRODESIGN EOOD, the responsibility is personal. The senior management and sales staff of STIRODESIGN EOOD is instructed and bears personal responsibility for disclosing circumstances that are a trade secret and for disclosing any information about the goods, the company's activities and customer relations. Information about the qualities of the products or oral statements of employees of STIRODESIGN EOOD are not binding on him except in the case of their explicit written confirmation by a person entitled to represent the company.

9.9. These GTC will be attached to the Agreement and they will be interpreted in accordance with the laws of the Republic of Bulgaria.

9.10. All disputes that may arise in connection with the Agreement and these GTC will be resolved through negotiations, and in case no agreement is reached, the dispute will be referred to the competent court at the seat of STIRODESIGN EOOD.

10. PROTECTION OF PERSONAL DATA

10.1. STIRODESIGN EOOD complies with the rules for personal data protection based on the requirements of the LPPD and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

10.2. The information concerning the users of the website of STIRODESIGN EOOD and the clients and contractors contained in the database of STIRODESIGN EOOD may not be provided to third parties, except with the express consent of the user, customers and contractors and / or according to the Bulgarian and European laws.

10.3. STIRODESIGN EOOD collects, processes and stores only legally collected personal data under the terms of the Privacy Policy and Internal Rules introduced and implemented in the company.

10.4. By concluding a transaction, entering into any contractual relations of customers and contractors of STIRODESIGN EOOD or entering the company's website by consumers, they give their consent to STIRODESIGN EOOD to collect, store, process and provide to third parties - in case of explicit legal and legal grounds for this, observing the Bulgarian and European legislation, their personal data, insofar as this is necessary for the fulfillment of the obligations of STIRODESIGN EOOD under concluded contracts. The use and processing of personal data collected in connection with the provision of goods and services for purposes other than those related to the legal commercial activities of STIRODESIGN EOOD may be carried out only in cases expressly provided by law.

10.5. Data subjects (the data subject) have rights under Regulation (EU) 2016/679 on personal data protection and the Personal Data Protection Act.