GENERAL TERMS AND CONDITIONS OF SELLING GOODS to RAMER GROUP Ltd.

1.GENERAL PROVISIONS

1.1.  These General terms and conditions govern all sales carried out by RAMER GROUP Ltd., with headquarters in Varna and business seat at: 6 Troleyna st., registered with the Administrative Court of Varna under company file No. 1053/1999, UIC (Unified Identification Code) 103302389, hereinafter referred to as the “Seller” and his Buyers, as preliminary define the terms and conditions under which the ownership of goods is being transferred and the payment is being made.

1.2. These General terms and conditions shall be considered approved by the Buyer when:

1.2.1.   The Buyer, through his representative, declares in writing that he approves the General terms and conditions for sale of goods of the Seller. Any approval made by by email or electronic signature shall be considered an approval in writing.

1.2.2.   The Buyer has been familiar with the General terms and conditions and has not disputed them until the delivery of goods.

1.3.  Any amendment of the General terms and conditions shall be considered absolutely approved by the Buyer upon his being informed of the amendments by any of the means previously specified. 

1.4.  Parties in a written agreement, in an annex to such written agreement and/or in an invoice in a form prepared by the Seller may agree between themselves conditions other than General terms and conditions. These conditions shall be specified in the written agreement, in the annex to such written agreement and/or the invoice following a model of the Seller and shall have effect only for the concrete sale. In this case, upon discrepancy between the agreed between the parties and the General terms and conditions, the agreed shall prevail.

2.SALES TRANSACTION

2.1.  The sales transaction shall be considered made when: the Seller’s offer has been approved in writing by the Buyer, or the Buyer’s order has been placed and confirmed by the Buyer, or a invoice containing information of the goods sold, prices, quantities, payment terms and methods has been prepared, or an agreement in writing has been signed, or an annex to agreement in writing has been made, or the goods have been transferred with a bill of goods prepared by the Seller.

2.2.  These General terms and conditions shall be considered absolutely approved by the Buyer when he, through his representative:

-  approved the General terms and conditions in writing by email or electronic signature;

-  has not objected in writing after their presentation, transfer or acquaintance with them;

- has accepted: an invoice and/or pro forma, and/or an offer which confirms the unconditional /absolute approval of the General terms and conditions.

2.3.  The Seller shall not be bound with the Buyer’s orders. The Seller shall be bound with the Buyer’s orders when the former has issued a pro forma for them and it has been paid in full by the Buyer.

3. DELIVERY OF GOODS

3.1.   The delivery of goods to the Buyer or his representative, to a delivery company or a courier shall be carried out at the Seller’s premises, or the DexyFlex hose nozzle workshops of the Seller after issue of invoice or bill of goods. The date of delivery shall be the date of delivery of the goods to the Buyer, to his representative, a courier or delivery company, respectively the date of issue of the invoice or the bill of goods.

3.2.   Loading and transportation of the goods shall be carried out by the Buyer and at his expense. The risk of loss or damage of the goods shall be transferred to the Buyer on the date of delivery of the goods, at the Seller’s premises.

3.3.  The Buyer shall carry out the loading, transportation and storage of the goods at his own risk and with his employees, acting with due diligence and observing the usual safety rules.

3.4. The delivery of the goods can be arranged to another location, a courier or carrier. In these cases, the risk of loss and damage of the goods shall be transferred to the Buyer from the moment it leaves the Seller's premises or the DexyFlex Workshops of the Seller.

4. OWNERSHIP AND RISK TRANSFER

4.1.   The Buyer shall pay for the goods prior to their arrival at the premises or the DexyFlex Workshops of the Seller within the terms and conditions specified in the invoice prepared by Seller.

4.2.   Ownership of the goods purchased and the risk of their accidental loss and/or damage shall be transferred from the Seller to the Buyer at the time of their receipt at the Seller's premises or the DexyFlex Workshops.

4.3. In case the Buyer fails to appear to receive the goods within the stipulated period or after a notice sent, the Seller may cancel the agreement or the deal without providing additional period.

5. PRICES. PAYMENT TERMS AND METHODS. PAYMENT CURRENCY. PAYMENT GUARANTEE

5.1. Prices of the goods are specified and shall be interpreted in EXW (Ex Works) terms, according to Incoterms 2010.

5.2. Unless expressly stated otherwise, it shall be assumed that the price of the goods is exclusive of Value Added Tax.

5.3. The price shall be agreed between the parties and entered in drawing up the pro forma or written confirmation of the offer, or order, or an invoice following a model of the Seller. Upon an objective change of price conditions (increased exchange rate, fees, duties, etc.), the Seller shall be entitled to increase the prices to the appropriate rate.

5.4. All prices of the goods shall be agreed in writing between the parties. Prices negotiated by telephone, for which no written confirmation exists, shall not be binding for the parties.

5.5. The Seller shall issue an invoice to the Buyer for all sales in accordance with the applicable legislation at the time of sale.

5.6. The Buyer shall pay the invoice price immediately upon delivery of the goods.

5.7. Advance or deferred payment of price shall be admissible only when it is explicitly stipulated in an agreement in writing, in an annex to such agreement, and/or in a pro forma and/or in an invoice following the model of the Seller.

5.8.   Upon deferred payment, the Buyer shall be obligated to carry out his entire obligation to pay on the day indicated on the invoice as deadline (at the latest). The payments due shall be considered cleared when the Seller's account is credited with the amount due on the invoices.

5.9.   The Buyer shall be obliged to secure the Seller for the cost of the goods and:

-   provide information to the Seller for the servicing banks and bank accounts to which the former is obliged to transfer the money from his turnover;

-   provide, upon request of the Seller, encashments certified by the servicing banks concerning the above and other bank accounts in the name of the Buyer which can be used by the Seller to collect the money due;

-   issue, upon request of the Seller, a promissory note in favor of the latter, under “no cost and no protest" conditions for amounts covering his debts.

5.10.  In case the price of the goods is over 3 000,00 / three thousand / euros or its equivalency in Bulgarian leva, the Seller may ask from the Buyer additional commercial security: commercial pledge, bank guarantee, payment guarantee, mortgage, etc. In other cases the Seller may, at his discretion, request additional commercial securities.

5.11.  Payment shall be made via bank transfer (to a bank account provided by the Seller) or in cash:

-   at the Seller’s office at: 6 Troleyna st., Varna;

-   at the Seller’s premises at: 6 Rogoshko Shose Blvd, the Napredak factory yard, Plovdiv;

-   at the DexyFlex Workshops in Bulgaria with addresses mentioned on the following websites: www.rambg.eu and www.dexyflex.eu;

-   upon on-site delivery: to the Seller’s employees;

-   upon courier delivery: payment on delivery of the goods.

5.12.  All amounts agreed upon deferred payments shall become due immediately when the Buyer falls into bankruptcy, liquidation or reorganization.

5.13.  The payment currency shall be euros or Bulgarian leva.

5.14.  All payments from the Seller to the Buyer shall be in euros.

5.15.  The Buyer shall be entitled to pay the price of the goods in Bulgarian leva at the BNB’s exchange rate of the euro on the day of payment.

5.16.  The Seller shall be entitled to unilaterally revoke the right of the Buyer to make payments in Bulgarian leva. Termination shall be made by a written notice and have an immediate effect.

5.17.  All bank charges shall be paid by the Buyer.

5.18.  Payment shall be considered cleared after receipt of the amount to the Seller’s bank account.

5.19.  In case of payment delay or other breach of contractual obligations of the Buyer, the Seller shall be entitled to require satisfaction of his claims through realization of securities provided by the Buyer.

6. RIGHTS AND OBLIGATIONS OF THE SELLER

6.1.  The Seller shall transfer the goods to the Buyer regarding the General terms and conditions.

6.2.  The Seller shall issue invoices following his models in relation to any sale made, and other documents at the Buyer’s request.

6.3.   In case the Buyer delays to receive the goods, the Seller may:

-  send it for storage;

-  sell it at market prices after sending notification to the Buyer;

-  sell it without sending notification upon rising of any circumstances threatening the Seller’s interests.

6.4.   Any expenses made by the Seller in relation to the above clause shall be paid by the Buyer.

6.5.  The Seller shall be entitled to receive the agreed price of the goods.

6.6. The Seller shall be entitled to receive all interests and penalties due for payment delay on part of the Buyer.

7. RIGHTS AND OBLIGATIONS OF THE BUYER

7.1.  The Buyer shall pay the price of the goods within the term, methods and currency stipulated in the General terms and conditions and/or in a written agreement, in an annex to such written agreement, in a pro forma, and/or in an invoice in a form prepared by the Seller.

7.2.  Not possessing the original invoice issued by the Seller shall not exempt the Buyer of his obligation to pay for the goods received.          

7.3.  Upon payment delay, the Buyer shall pay interests and penalties pursuant to these General terms and conditions.

7.4.  The Buyer shall receive and load the goods.

7.5.  The Buyer shall examine the goods within 3 days of its reception and if it does not meet his requirements he shall notify the Seller immediately. If Buyer fails to do so, the goods shall be considered absolutely approved.

8. WARRANTIES. CLAIMS

8.1.  The goods sold by the Seller obtain certificates of conformity and manufacturer’s quality certificates.

8.2.  The Seller shall, upon request of the Buyer, provide documents relating to the goods sold by the former in accordance with applicable legislation at the time of sale.

8.3.  The Buyer shall reserve the right to return the goods to the Seller when reported any defects or lack of conformity noticed immediately, but not later than 3 / three / days from the date of receipt. After that period the goods shall be deemed accepted without any comments from the Buyer.

8.4.  The claim shall be put in writing where all defects found shall be described. The claim shall be approved when it is being found that the occurrence of defects is not due to poor loading, transportation, storage or misuse on part of the Buyer.

8.5.  The Buyer shall not be entitled to put claims:

-    regarding the defects which can be seen in plain view of the item (including defects of the packaging) from the moment of receipt of goods from the Seller, EXW (Ex Works), according to Incoterms 2010;

-    at any mixing, processing, use or repackaging of goods, which is considered a sign of their unconditional acceptance.

8.6.  All warranties and claims shall be excluded when the Seller sells the goods to third parties.

 The Seller shall not be responsible for the proper use of goods, their testing and all products made of them.

8.8.   The reason of a claim shall be assessed by the Seller on the basis of the samples provided or direct examination of the goods claimed.

8.9.  In case the Seller approves a claim, he may offer a replacement at his
expense or a price reduction being not more than 10 % / ten per cent / of the agreed value of the goods.

8.10. Small and normal in business relations unavoidable technical deviations or deviations in quality, quantity or size cannot be claimed.

8.11. By claiming quantities and qualities disagreements, the Buyer is not relieved of his obligation to pay the goods which haven’t been denied or any other obligations to the Seller.

8.12. Any other liability of the Seller, unless specified in the preceding clause, shall be excluded under these General terms and conditions.

9. TRADE SECRET

9.1. The Buyer shall comply with the conditions of confidentiality for any information he learns in the execution of any agreement subject to these General terms and conditions, both during its operation and after its termination.

10. DEFAULT LIABILITIES

10.1.  Either party may terminate any agreement under these General terms and conditions by sending a written notice to the other party, if the latter fails to perform his obligations under it. In this case, all liabilities of the parties become due immediately.

10.2.  The Buyer cannot cancel an agreement if the quantity of the goods received deviates a little from the agreement.

10.3.   In cases under the preceding clause, the Buyer shall pay for the actual goods received.

10.4.  The Seller may terminate any agreement without further notice when the Buyer fails to perform any of his obligations under these General terms and conditions or any additional agreement and/or when he falls into liquidation, bankruptcy or reorganization under the Commercial Act.

10.5.   In case of delayed payment in Bulgarian leva, the Buyer shall pay the Seller a penalty being 1/360 of the base interest rate + 10 points for each day of the delay, accrued on the amount of the payment delayed; and all invoiced amounts, as of the moment of delay, shall be deemed delayed and a penalty shall be accrued on them as well.

10.6.  In case of delayed payment in euros, the Buyer shall pay the Seller a penalty being 1/360 of the three-month EURIBOR + 10 points for each day of the delay, accrued on the amount of the payment delayed; and all invoiced amounts, as of the moment of delay, shall be deemed delayed and a penalty shall be accrued on them as well.

10.7.    In case the Buyer refuses to accept the goods unreasonably, the Seller can unilaterally cancel the agreement and shall be entitled to compensation of 35% /thirty-five per cent/ from the price of the goods. This compensation can be deducted from the advanced payment or part of it or from the commercial security.

10.8.    In default of any of liabilities under these General terms and conditions or additional agreement, the Buyer shall pay penalty equal to 30% /thirty per cent/ accrued on the total value of sales or undone sales in violation of these General terms and conditions or additional agreements, as well as recovery of all damages and lost profits suffered by the Seller as a result of the failure.

10.9.  The Seller shall not be liable for any failure caused by force majeure circumstances (natural disaster, social unrest, act of state or municipal authorities, etc.). Any liability shall be suspended during the occurrence of force majeure circumstances.

10.10.  In cases of default of any of the liabilities under 9.1., the default party shall pay penalty to the amount of 1000.00 /a thousand/ euros.

11. FINAL PROVISIONS

11.1.   All notices and notifications between the parties will be in writing. The written form shall be deemed met for messages sent by facsimile transmissions or through electronic signature.

11.2.   The invalidity of any of the clauses contained herein or of any additionally conditions agreed shall not invalidate any other clause or these General terms and conditions and/or the agreed as a whole.

11.3.   For any dispute regarding the existence and operation of these General terms and conditions or in connection with their violation, including disputes and disagreements concerning their validity, interpretation, execution or breach, as well as for all matters unsettled herein and/or in written agreement or an annex to such written agreement and/or pro forma and/or invoice following the model of the Seller, shall apply the effective Bulgarian legislation, as the parties shall settle the relations between them by agreement. If no agreement is being reached, the dispute shall be referred to the District Court of Varna.

11.4.   These General terms and conditions shall apply until their abolition or replacement with other ones.

These General terms and conditions for sale of goods were adopted by resolution of the Director of Ramer Group Ltd., with effect from 11.01.2021.