GENERAL TERMS AND CONDITIONS FOR SALES AND SERVICE OF BONFARI EOOD
Art. 1.For the purpose of these General Terms and conditions:
- „General Terms and conditions“ means these General terms and conditions;
- „Supplier” is BONFARI EOOD, trade company, registered under the Commersial law of The Republic of Bulgaria with UIC: 206069400; VAT ID: BG206069400, located in Bulgaria, VAT: BG206069400, 1700 Sofia, 5 Yordan Radichkov str., building V, fl.3-22, phone number: +359888550088, email address: firstname.lastname@example.org, which sales goods and provides services.
- “Customer” is a natural or legal person, which is buys goods from “Supplier” or orders a services provided by the “Supplier”
- „Contract“ is a contract concluded between The Supplier and The Customer in the any of the ways described in these general terms and conditions, subject of the sales of Goods and/or provision of Services. .
- „Goods“ means equipment, consumables, spare parts and all other items sold under the Contract.
- „Equipment“ means machinery, machine parts (excluding spare parts), additional equipments, including format tools.
7.„Consumables“ means goods used for the production of packaging by means of equipment (eg. film, trays, pouches, labels, etc.) and which are not spare parts.
- „Spare parts“ means components, including wearing parts of the machine, used to repair or replace of the damaged parts.
- „Wearing pars“ means easy wearing parts/components of the machine (sealing gaskets, knives, bearings, belts, ect.).
- „Services“ means services described in The Contract, provided by The Supplier in a written offer or by in a handover protocol such us service services, Rental of Equipment, provision of Test Equipment, ect.
- „Order“ is a complete and signed by The Customer and his representative form for delivery of good or services under already concluded contract or complete and signed by The Customer order form, which accepts the delivery of goods or services in the written offer provided by The Supplier, or a order form signed by Th Customer for ordering consumables for a total amount less 100BGN inc. VAT on the current Suppliers consumable price list.
“BONFARI” is „BONFARI” EOOD company registered under The Commersial Law of The Republic of Bulgaria located in Bulgaria, VAT: BG206069400, 1700 Sofia, 5 Yordan Radichkov str., building V, fl.3-22, phone number: +359888550088,incl. The Supplier, which own the intellectual property rights over the Goods.
II. APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS
Art. 2. Current General terms and conditions apply to all contracts, which a supplier of goods and services is BONFARI Company and which expressly refer to current general conditions. These General Terms and conditions also apply to supplies of goods or service by the company BONFARI EOOD, or which no explicit contract has been signed, and the same are made on the basis of provided by the Supplier a written offer and an order made on the basis of it by the Customer, provided that the written offer refers explicitly to these general terms and conditions.
III. DESCRTIPTION OF THE GOODS
Art. 3. Any description of the Goods, contained not the Suppliers offer and/or techical description /specification of The Goods is comprehensive. In case of contradiction or ambiguity between the text of these documents, they are apply in the following descending order of priority: techical description/specification of the goods, Suppliers’ offer.
Art. 4. The Supplier has the right to change it’s catalogues, techical prospects and other materials at any time.
IV. CONCLUSION OF THE CONTRACT
Art. 5. When the contract is concluded on the basis of the written offer provided by the Supplier, unless otherwise specified ne the offer, the written offer ot the Supplier binding him 5 working days form the date of receipt by The Customer, as the date of the offer is not count.
Concluding of explicit written contract
Art. 6. When the Supplier’s offer explicitly states that in case of acceptance of the same by the Customer it is necessary to sign an explicit written contract, respectively an explicit written contract with notarized signatures. The contract is considered concluded by signing it by both parties or with its signing by both parties and the notarization of the signatures of both parties.
Art. 7. When the contract provides for notarization of the signatures of the parties, but the certification of the signatures of the individual parties is done at different times and possibly by different notaries, The contract is considered concluded at the time of the second notarization, as the party certifying its signature second in time, shall immediately notify the other party, sending it a scanned version by the same by e-mail, as well as to send as soon as possible the second original copy of the contract thus concluded to the other party.
Conclusion of the Contract through a Customer’s written order on the basis of a written offer provided by the Supplier.
Art. 8. When the Supplier’s offer does not explicitly state that in case of acceptance of the same by the Customer it is necessary to sign an explicit written contract, the Contract is considered concluded upon receipt by the Supplier of a written written order signed by the Customer.
Art. 9. The order made in this way binds the Customer and cannot be withdrawn without written consent of the Supplier.
Conclusion of the Contract through a written order by the Customer
Art. 10. (1) In case of purchase of consumables available in stock in the office / shop of The Supplier, whose total value exceeds BGN 300, incl. VAT and payment of the price is made by bank transfer, The Contract is concluded on the basis of a written order in a form, without signing an explicit contract.
2. In case of purchase of Consumables available in stock in the office / shop of the Supplier, which total value is up to BGN 300, incl. VAT or the price is paid in cash at the time of purchase, their sale is certified by signing a handover protocol, which explicitly states that the Customer agrees to these general terms.
Concluding a service contract without an explicit contract.
Concluding a contract for the sale of spare parts when they are used in the service process
Art. 11. (1) In case there is no concluded between the Supplier and the Customer by the order of art. 6 and 7 of these general terms and conditions explicit written service contract, named service contract, contract for prevention and preventive diagnostics or with other equivalent terms, service can be execute ordered by phone or e-mail. The performed service is certified by signing a service protocol, which explicitly states that the Customer agrees with these general terms.
2. If in the process of servicing it is necessary to use Spare Parts, their sale is certified by the service protocol, which protocol in this case contains a description of the spare parts and their price.
Art. 12 (1) The prices for sale of Goods are explicitly agreed in the written contract, its application or are indicated by the Supplier in his written offer. In the case under Art. 11, para. 2, the selling price of the invested spare parts shall be determined in accordance with the current price list of the Supplier as of the date of investment of the Spare Parts.
2. Unless otherwise agreed in the Contract, the prices of the Services offered by the Supplier shall be determined according to the price list of the Supplier current as of the date of order, and in the case under Art. 11, para. 1 – according to the current price list of the Supplier as of the date of performance of the service.
3. In case of purchase of consumables available in stock in the office / shop of the Supplier (Article 10 of these general terms and conditions), the price is determined on the basis of the current at the time of the order price list of the Supplier for Consumables.
4. Unless otherwise provided, the price does not include the costs of delivery / transportation / transport to the place specified by the Customer, insurance, customs duties, and VAT.
VI. PAYNEMT OF THE PRICE
Art. 13 (1) Unless otherwise agreed in the Contact the payment of the Prices for all types of Equipment shall be made as follows:
1. 30% of the agreed price, “prepayment”, together with the VAT due, payable upon conclusion of the Contract against a pro forma invoice issued by the Supplier;
2. 60% of the agreed price, together with the VAT, payable within 3 days of confirmation by the Supplier for the date of delivery against a pro forma invoice issued by the Supplier. The payment of this amount is a condition for the delivery by the Supplier;
3. 10% of the agreed price, together with the due VA, payable within 5 days from the signing of the commissioning protocol, but not later than 1 month from the date of the first consignment note (CMR).
1. For all Spare Parts, as well as for all Services, unless otherwise agreed in the Contract, the price is due within 14 days of their delivery. In case the installation of the respective Spare part is agreed with the Contract, the 14-day term runs from the date of installation.
2. For all Consumables, unless otherwise agreed in the Contract, the price is due within 30 days of delivery.
3. In case of delayed payment of the price and unless otherwise agreed with the Contract, for each day of delay the Customer owes the legal interest for delay
VII. DELIVERY. OWNERSHIP AND RISK ASSIGNMNET.
Art. 14 (1) Unless otherwise agreed in the Contract or offer, all deliveries of Goods are ex works the registered office / warehouse of the Supplier.
2. For all delivered Goods and provided Services, representatives of the Supplier and the Customer sign a handover protocol or other similar document.
3. The terms for delivery of Goods are explicitly stated in the written offer of the Supplier or are explicitly agreed in the specific written contract.
4. In case of sale of Goods, rental of Equipment or provision of Test Equipment, the risk of loss is transferred by the Supplier to the Customer by making the delivery, respectively by handing over to the Customer the rented or provided for testing Equipment.
5. In case of sale of Goods, the Supplier reserve ownership of the Goods until full payment of its price.
6. In case of sale of Equipment, when the Contract stipulates that it should be entered in the Central Pledge Register (CPR), the provision of the necessary assistance by the Customer (to sign before a notary an agreement to enter the Contract or to appeared together with the Provider before the official from CRP for giving consent for entry of the Contract) is a condition for occurrence of the obligation of the Provider to hand over the Equipment to the Customer.
VIII. OBLIGATIONS OF THE CUSTOMER
Art. 15. (1) The Customer has the following obligations, the non-fulfillment of which may lead to a delay in the fulfillment of the obligations under the contract by the Supplier with the provisions of Art. 96 of the LOC consequences:
1. when the Contract intended the installation of the Equipment by the Supplier, to provide the necessary capacity of power supply, compressed air, cold water, consumables and support staff specified in the offer or in the Contract. These obligations also apply in case of provision of service by the Supplier, including replacement of parts;
2. when the Contract intend the Customer’s staff training to work with the Equipment, to ensure the presence of the staff to be trained;
3. when the Contract intend the installation of the Equipment by the Supplier, to provide accessible and fittable room (flat surfaces, the necessary temperature and humidity for the proper functioning of the Equipment, etc.), access to the room in which the Equipment should be installed, access to the main circuit breaker and all points for supply of air, water, etc., necessary for the installation and operation of the Equipment
4. to guarantee the safe handling of the equipment, observing the rules for healthy and safe working conditions;
5. to receive at its own expense all permits, approvals, etc., necessary for putting into operation and use of the Equipment;
6. to use the Equipment only for the agreed purposes;
7. to observe all normative provisions for preservation of the rights of the Supplier over the Equipment.
8. In case of a concluded contract for rent or test of Equipment, in addition to the obligations provided for in the previous paragraph, the Client is also obliged to
1. to use the machine as intended and according to the instructions from the operational manual of the Equipment and to take care of a good owner (when the Customer is a consumer within the meaning of the Consumer Protection Act), respectively a trader
(when the Customer is a trader within the meaning of the Commercial Law);
2. to notify the Supplier for a technical or other problem with the Equipment immediately after its finding in writing by e-mail;
3. to take all necessary measures regarding the documentation of damage to the Equipment or its theft and in particular to ensure the receipt of the necessary documents by the police. Тhe Customer is obliged to notify in writing of the damages immediately thereafter.
4. for the necessary repairs and replacement of spare and wearing parts only the intervention of the Service of the Supplier is allowed. The repair costs, as well as the value of the replaced spare and wearing parts are paid by the Customer against an invoice issued by the Supplier.;
5.The use of the Equipment to third parties for a fee or gratuitous basis, as well as not to allow third parties to handle the Equipment, without the express written consent of the Supplier
6. not to make and not to allow any changes on the Equipment without the express written consent of the Supplier
7. In case of a concluded service contract, in addition to the obligations provided for in paragraph 1, the Customer shall be obliged to:
1. to follow the instructions from the operation manual of the Equipment, subject to service, as well as to allow the handling or operation of the facility only by stuff trained by the Supplier.
2. to provide additional staff that may be required for service operations, as far as such is required, free of charge
3. before the arrival of the Service Specialists of the Supplier for the routine service operations under the Contract to make sure that the Equipment is not used and is cleaned;
4. to provide access to the Equipment, subject of the service contract, for service and service operations during normal working hours / 8.30 am to 5.30 pm Bulgarian time /.
IX. WARRANTY CONDITIONS FOR EQUIPMENT AND SPARE PARTS
Art. 16. (1) The Supplier assume the warranty that the Equipment fully complies with the quality and specifications stated in the Contract or in the written offer of the Supplier.
2. The Supplier shall ensure that the delivered Equipment or Spare Parts are manufactured in full compliance with the technical specifications and meet all applicable quality standards, meet hygiene requirements, such as the surfaces of the Equipment in food handling areas, and in particular those in contact with food are easy to clean and disinfect, according to the operating instructions. The materials used to make the surfaces are smooth, washable, corrosion resistant and non-toxic.
3. If the Contract explicitly states and in the presence of the prerequisites provided in it, the Supplier provides a 12-month commercial warranty to the Equipment, starting from its commissioning, but not more than 13 months from the date of delivery. The warranty shell comes into force only after instruction and Customer training for work with the Equipment by the Supplier in agreement and full compliance with the instructions for work and service of the Equipment.
4. In case of out-of-warranty insert of Spare Parts in the Equipment different than Wearing Parts, the Supplier shall provide a 6-month commercial warranty to the inserted Spare Parts, as of their installation. The warranty is valid only if they are installed by a service technician of the Supplier.
5. The Customer is obliged to notify in writing the Supplier in case of damage of the Equipment. In this regard, the Customer authorizes the Supplier to make an inspection, after which the parties agree on the deadline for elimination of damages by the Supplier.
6. The Responsibility of the Supplier extends only to damages causing violations of the correct functionality and operation of the complex equipment due to deficiencies in the design, input materials and / or installation. However, it does not cover damages arising from circumstances beyond the reasonable control of the Supplier, its employees and / or subcontractors, such as, but not limited to:
1. damages caused by improper installation, improper commissioning and / or improper subsequent operation, performed by the Customer and / or any third party;
2. damages caused by change of the technical parameters of the complex equipment, performed by the Customer and / or any third party without the consent and in the absence of a written power of attorney in favor of the Customer for these actions by the Supplier;
3. normal wear and corrosion;
4. Wearing parts;
5. damage due to non-compliance with the instructions in the Manual Instruction (operation and maintenance); damage due to the use of inappropriate consumables, materials (especially foil), packaged products, etc .;
6. unsuitable buildings;
7. improper or negligent handling of the Equipment, including handling of the equipment by persons who have not been trained by the Supplier
8. chemical, electronic or electrical influences, unusual temperatures, meteorological conditions or other similar or natural circumstances, independent of the will and control of the Supplier;
9. “pirate” goods / products / parts;
10. use of the Equipment for purposes other than those agreed;
11. damages / accident / defects, which are due to materials, products and / or goods, provided by the Customer or any third party;
12. damage / accident / defects due to the circumstances that the Equipment or its parts were not decommissioned immediately, although the continuation of their use was likely to lead to damage / accident / defects, and / or the Customer did not has taken no other reasonable or appropriate measures to reduce the damage / defects / accident;
13. damages / accidents / defects based on specifications, instructions / recommendations and / or drawings of the Customer and / or any third party;
14. damages / accidents / defects based on modifications, repairs and / or replacements made by the Customer or any other third party without the prior written approval of the Supplier or, if prior approval by the Supplier has been granted, these actions were not in accordance with the instructions given by the Supplier, its employees and / or subcontractors and / or these damages / accidents / defects are due to intentional conduct or gross negligence of the Customer.
(7) The warranties provided herein are exclusive and exclude any other express, implied, oral or written warranty, including warranties of fitness for certain purposes other than the usual or agreed purpose, and of the marketability / marketability of the packaged goods.
(8) The warranty or responsibility of the Supplier does not cover personal injury, property damage and loss of economic gain.
(9) The provision of a guarantee shall enter into force only after instruction and training for work with the equipment of the Customer’s staff by the Supplier in agreement and full compliance with the instructions for work and service of the Equipment.
X. LIMITATION OF LIABILITY
Art. 17 (1) The liability of the Supplier for any damages that have not occurred on the Goods themselves – regardless of the legal basis – is limited to:
2. rough negligence;
3. defects in the delivered product, from which death, bodily injury or damage of things have arisen according to art. 130 – 142 (Chapter five, Section IV “Liability for damages caused by a defect in goods) of the Bulgarian Law for Consumer Protection This point applies only if the Customer is a consumer within the meaning of the Law for Consumer Protection.
2. The Supplier shall not be liable for any indirect damages or losses, or for damages or losses incurred subsequently, in particular, but not limited to, loss of production or interruption of the production process, lost profits, inability to use the Equipment. or other property or loss of contract
XI. FORCE MAJOR
Art. 18 The parties are released from liability for full or partial non-performance of the contract if it is due to force majeure (“force majeure”, such as civil unrest, civil wars, embargoes, government bans, strikes, riots), for the period during which force majeure event. The party to the contract, which is in such a situation is released from liability for non-compliance with the contractual clauses only upon immediate written notice to the other party and upon presentation of a certificate of force majeure issued by the Bulgarian Commerce and Industry Hall or the Bulgarian Chamber of Commerce within 14 days term.
XII. INTELLECTUAL PROPERTY RIGHTS / VIOLATION OF INTELLECTUAL PROPERTY RIGHTS / WRITTEN DOCUMENTATION UNDER SALES, RENTALS OR TESTS
Art. 19. (1) All drawings, specifications and other documents that have been prepared or are to be prepared and provided by BONFARI in connection with the contract for sale, rental or test of Equipment remain the property of BONFARI and are protected by the Copyright Law and Related Rights Act.
2 The Customer has the right to use these documents for the operation or maintenance of the Equipment as intended, as well as for the delivery of Spare Parts.
3. The Customer receives only a license for the use of the intellectual property rights of BONFARI in connection with the Equipment and their planned and agreed with the Contract intended use for the territory of the respective country, where they will be used.
4. BONFARI will not be responsible for:
1. third party licenses and / or approvals (including, but not limited to, copyrights, trademarks and designs, designs, licenses, etc.) required for the manufacture, subsequent sale and / or distribution of the packaging produced with the Equipment, and / or the packaging, subsequent sale and / or distribution of products / goods packaged with the Equipment;
2. approvals from third parties (including, but not limited to, approvals of state bodies, official permits, etc.), necessary for the use and operation of the Equipment on the territory of the respective state, where they will be used; 3. violation of the rights of third parties based on modifications of the Equipment made by the Customer and / or any other third party without the prior approval of BONFARI, modifications of the Equipment made by the Customer and / or any other third party person after the prior approval of BONFARI, but not in accordance with the instructions issued by BONFARI, its employees and / or subcontractors, as well as all specifications, guidelines and / or drawings provided by the Customer or any third party, and / or materials and / or products / goods provided by the Customer or any other third party..
5. In the case of a proven infringement of intellectual property rights for which BONFARI can be held liable, BONFARI’s obligations shall be limited to ensuring the right to continuous use or modification of the Equipment in an appropriate manner in order to avoid the infringement, but only to the extent such provision of the right of continuous use or appropriate amendment proves to be economically justified, can be realized within a reasonable period of time and will not be impossible in view of the laws and / or regulations.
6. In the case of infringement of intellectual property rights, BONFARI shall be expressly released from its obligations in the following cases:
1. The Customer has not provided adequate time and opportunity to take the necessary action and take the necessary steps to ensure the right to continuous use or modification of the Equipment or the part thereof that infringes intellectual property rights;
2. the fulfillment of any of the obligations of BONFARI as a result of a violation is impossible in view of the law and / or the by-laws, it turns out to be economically unjustified and / or cannot be realized within a reasonable period of time;
3. Lack of immediate notification of the Supplier by the Customer regarding the infringement of intellectual property rights..
(7) In case of infringement of the intellectual property rights of third parties, for which BONFARI may be held liable, the rights of the Customer shall be limited as follows:
1. right of disengagement from the contract;
2. in case the provision of the right of continuous use or appropriate change turns out to be economically unjustified, cannot be realized within a reasonable period of time or will be impossible in view of the legal and / or by-laws, the Customer and the Supplier have the right to withdraw from the Contract
XIII. OTHER PROVISIONS
Art. 20. In the case that any of the provisions of these General Terms and Conditions or of the Agreement proves to be invalid, this shall not entail the invalidity of the Agreement, other clauses or parts thereof. The invalid clause will be replaced by the mandatory norms of the law.
Art. 21 The provisions of the current legislation of the Republic of Bulgaria shall apply to the issues not settled by the present general conditions and / or the Contract.
Art. 22. All disputes between the parties shall be settled in a spirit of understanding and good will. Unless otherwise agreed in the Agreement, unless agreement is reached, all unresolved disputes arising out of or relating to the Agreement, including disputes arising out of or relating to its interpretation, invalidity, performance or termination, as well as disputes concerning filling in gaps in the Contract or adapting it to new circumstances will be allowed in court by the competent court in the city of Sofia.
These general terms and conditions have been approved by the manager of BONFARI EOOD and are in force since 01.02.2021.