TELEPHONE EQUIPMENT FACTORY AD (ZTA AD)
GENERAL TERMS AND CONDITIONS FOR MANUFACTURE AND THE SALE OF PRODUCTS OR SERVICES
- 1. SCOPE:
1.1. These General Terms and Conditions for the manufacture and sale of products apply to all current and future relationships between TELEPHONE EQUIPMENT FACTORY AD (ZTA AD), hereinafter referred to as "Seller" and all of its customers, hereinafter referred to as "Buyer", with regard to the manufacture, sale and delivery of products and the provision of services.
1.2. These General Terms and Conditions form an integral part of the “Sellers” offers/quotations. They are published on the Internet at : http://zta-bg.com/, and/or are attached /submitted together with the offer/quotation to the “Buyer”. In the event that the “Buyer”, after receiving an offer/quotation, does not dispute these General Terms and Conditions, in writing and immediately, they shall take effect in the relations between the two parties, derogating from the General Terms and Conditions of Purchase of the “Buyer”, if any.
1.3. All sales by the “Seller” will be carried out in accordance with the terms and conditions set out below in these General Terms, with the full consent of the “Buyer”, regardless of whether the two parties have a contract of sale or not, except when such contract or deviation has been explicitly changed by mutual agreement between the two parties, expressed in writing.
1.4. All sales will be completed only after explicit and unconditional acceptance/confirmation by the “Seller” of the “Buyer's” purchase order.
- 2. SUBJECT OF SALE:
2.1. The “Seller” is obliged to sell to the “Buyer” a product that meets the qualitative, quantitative and technical requirements of the customer. The “Buyer”, in turn, is obliged to pay for the respective product or service within the period required by the “Seller”.
2.2. If the “Seller” deems it necessary to modify parts for improved manufacture, the costs incurred will be charged to the “Buyer”, for which his written consent will be obtained in advance.
2.3. In cases where in accordance with the contract the “Seller” must provide templates, tools or equipment, the “Buyer” must reimburse costs to the “Seller” for any replacement or repair due to normal wear and tear or for any other reason for which the “Seller” is not responsible.
- 3. ACCEPTANCE OF AN INQUIRY/REQUEST FOR QUOTATION
3.1. Regardless of the form of inquiry for manufacture and purchase of products from the “Seller”, a response/offer will be prepared. When preparing the response/offer, all technical, economic, commercial and legal requirements of the “Buyer” are taken into account, as well as the “Sellers” technical/technological capabilities and the economic benefit..
3.2. In case an offer cannot be submitted due to insufficient manufacturing capability, the “Buyer” will be informed about this by a representative of the “Sellers” Marketing and Sales Department.
3.3. If necessary, during the preparation of the offer, the “Seller” will contact the “Buyer” in order to finalize the details of the offer.
3.4. Before submitting an offer, accepting a purchase order or signing a contract, all related documentation is reviewed/checked with regard to the requirements related to the product. The “Seller” is bound only under the conditions of written confirmation of the order, which is the basis for a legal transaction. The “Seller” accepts the purchase order for execution only after the “Buyer” confirms in writing his consent to the terms of the submitted offer. The offer can also be classed as part of the specification for technical requirements related to the product.
3.5. In the case of an verbal inquiry, the recipient of the inquiry, after being convinced that the conditions and requirements for implementation have been clarified, requests from the “Buyer” a written confirmation of the verbally agreed terms.
3.6. A purchase order is only considered as being accepted if it has been explicitly confirmed by the “Buyer” in writing by letter, email, fax or other written means of communication.
- 4. AMENDMENTS AND SUPPLEMENTS TO OFFERS, ORDERS/CONTRACTS.
4.1. All proposals for amendments or additions to an already accepted offer, order or contract will be discussed/reviewed and the accepted amendments will be notified to the “Buyer” if the initiator of the change is the “Seller” or to the “Seller” if the initiator is the “Buyer”.
4.2. The “Seller” will only accept amendments for implementation after the “Buyer” confirms in writing his consent to the proposed changes. For purchase orders for which a contract has already been concluded, an annex is prepared and signed with the “Buyer” reflecting the agreed changes.
4.3. Any change made by the “Buyer” in relation to the “Seller's” offer must be explicitly accepted by the “Seller” in writing.
- 5. SALE OF GOODS
Notification to the “Buyer” includes the readiness for sale and specifys the terms for delivery of the goods and terms of payment.
- 6. DELIVERY.
Unless otherwise agreed in writing, all deliveries are "ex works".
- 7. DELIVERYDEADLINES
The Delivery date is agreed and fixed in the order confirmation provided by the “Seller”. In the event that the fulfillment of any of the order deadlines depends on additional conformation from the “Buyer”, the agreed delivery day will be amended. The new delivery date will commence from the time that the “Buyer” provides his additional confirmation.
8. PRICES AND PAYMENT TERMS
8.1. Before confirmation of a purchase order, quoted prices may be amended by the “Seller” due to price changes of raw materials or energy sources.
8.2. The price on the invoice is fully due and is paid within 30 days from the date of issuance of the invoice, unless otherwise agreed in an additional written agreement between the two parties.
8.3. Recipient of all payments is the “Seller”. Unless otherwise agreed in writing, transfers shall be made by direct bank transfer to the account of the recipient as specified in the invoice.
8.4. In case of partial or complete delay of any of the envisaged payments, the “Buyer” owes to the “Seller” the payment of the delayed obligation, together with the accrued legal interest for each day of delay.
8.5. For partial or full delay lasting more than 60 (sixty) days the “Seller” has the right to claim from the “Buyer” his delayed obligation, together with the accrued legal interest for delay until the end of the 60-day period, and then also a penalty amounting to 0,5% per day of the delayed payment until the final fulfillment of the obligation, but not more than the full amount of the delayed payment.
8.6. In case the delay lasts more than 6 months, the “Seller” reserves the right to file additional claims.
8.7. In case the “Buyer” does not comply with the terms for payment or other obligations under this or other transactions, the “Seller” has the right, without prejudice to its other rights, to terminate the performance of its obligations until the time of payment or until the time of fulfillment of other obligations, as well as to exercise his right to extend the delivery period by notifying the “Buyer” in writing.
8.8. If the “Buyer” has not paid the amount due within six months, the “Seller” has the right to terminate the contract with a written notice to the “Buyer” and to claim full compensation for losses incurred.
8.9. Clauses 8.4, 8.5, 8.6 and 8.7 do not cancel or restrict any other actions of the “Seller” for protection of rights arising from the existence of overdue obligations.
9. TRANSFER OF OWNERSHIP. FAILURE TO COMPLY.
9.1. The supplier retains ownership of goods until payment of the full amount due under the contract, including interest and penalties has been made.
9.2. The risk of loss of or damage to goods passes from the “Seller” to the “Buyer” upon
delivery of the goods, according to the terms of delivery.
9.3. In case of non-fulfillment of obligations by the “Buyer”, including delay in payment or non-payment of the agreed price, the “Seller” has the right, in compliance with the law, to terminate the contract and/or request return of the delivered goods. A request for return of goods does not in itself constitute a declaration of the withdrawal or cancellation of the contract but the “Seller” has the right to demand for the return of goods and retains the right to cancel the contract.
9.4. In case the “Buyer” cancels a confirmed purchase order before the “Seller” has taken actions for its realization, the “Seller” has the right to terminate the contract.
9.5. In case the “Buyer” cancels an confirmed purchase order after the “Seller” has taken action to implement it, the “Seller” reserves the right to terminate the contract, and the “Buyer” should reimburse the “Seller” for all costs incurred and work performed until the date of termination, as well as for all direct/indirect activities for which the “Seller” would benefit from the execution of the order.
9.6. If the “Buyer” unreasonably refuses to accept the goods, the “Seller” may terminate the contract and is entitled to a penalty payment equal to 50% (fifty per cent) of the price of the goods.
10. RIGHTS AND OBLIGATIONS OF THE “SELLER”
10.1. The “Seller” has the right to receive the price of the manufactured product as well as the payment of the costs for transport of the goods from the “Buyer”.
10.2. The “Seller” has the right to request from the “Buyer” necessary assistance in execution of the purchase order and delivery.
10.3. The “Seller” has the right to request ‘acceptance of the delivery’ from the “Buyer” and signing of a respective delivery acceptance protocol.
10.4. The “Seller” undertakes to deliver the ordered goods as agreed in these general terms and conditions.
10.5. The “Seller” undertakes to transfer the ownership of the goods to the “Buyer” in accordance with the “General Terms and Conditions” here written.
10.6. The “Seller” is obliged to provide, at the expense of the “Buyer”, transport for delivery to the delivery address provided on the purchase order as specified in Article 6 in this document.
11. RIGHTS AND OBLIGATIONS OF THE “BUYER”
11.1. The “Buyer” has the right to ask the “Seller” to make delivery’s on time and without
11.2. The “Buyer” is obliged to provide necessary assistance to the “Seller” in execution of the purchase order and delivery.
11.3. The “Buyer” is obliged to accept the delivered goods from the “Seller” by signing of a respective delivery acceptance protocol.
11.4. The “Buyer” is obliged to pay the price of the manufactured product, as well as the costs of transporting the delivered goods, as agreed in these “General Terms and Conditions”.
11.5. The “Buyer” is obliged to inspect received goods and if they do not meet the purchase order requirements to notify the “Seller” in accordance with these “General Terms and Conditions”.
12.1. The “Buyer” and the “Seller” undertake to maintain confidentiality with regard to any type of information provided between them.
12.2. The “Buyer” protects and guarantees the “Seller” against all consequences of actions that may be taken against him due to the execution of the purchase order, in connection with third party rights to industrial or intellectual property such as a patent, trademark or registered design.
13. COMPLAINTS AND DEFECTS
13.1. The “Buyer” is obliged to inform the “Seller”, in writing, providing full details of all discrepancies regarding quality and/or quantity, certifying the veracity of his objection by providing the following information: purchase order number, number and date of invoice, photos and/or other documents proving non-compliance and data for the advised goods (description of the non-compliance, batch number of the advised goods, item number of advised goods and in case of non-compliant batch quantity, data for shortage/surplus quantity).
13.2. Any objections regarding visible defects shall be filed by the “Buyer” within 15 days after receipt of the goods at the destination specified in the relevant shipping documents.
13.3. Notification of latent defects shall be made in writing immediately after their detection, but
not later than 60 days from the date of receipt of the goods, or within two years if such a
warranty period has previously been agreed.
13.4. The “Seller” is obliged to respond to a submitted objection within 15 days of receiving
evidence of defective quality or supply shortage.
13.5. The “Seller” is not responsible for defects resulting from materials and services provided or
specified by the “Buyer”.
13.6. The “Seller” is only responsible for defects, agreed in writing, that occur under normal conditions of correct usage and operation of the supplied goods.
14. FORCE MAJEURE
14.1. Each of the parties has the right to temporarily terminate its obligations under the contract in the presence of "FORCE MAJEURE". The parties agree that "force majeure" means a circumstance/event of an extraordinary nature which occurrs after the conclusion of the contract and the confirmation of the purchase order, which makes its execution impossible and could not be foreseen, such as: fire, industrial accidents, military actions, natural disasters - storms, torrential rains, earthquakes, hail, floods, icing, etc. natural disasters, as well as government bans, embargoes, strikes, riots and other similar events. The “Buyer” and the “Seller” agree that lack of funds and a regional or global economic crisis do not constitute “force majeure” within the meaning of these “General Terms and Conditions”. If an event occurs that is a result of failure to observe due care and attention, then this cannot be deemed as a “FORCE MAJEURE” event.
14.2. However, all shipments already sent by the “Seller” must be accepted by the “Buyer”.
14.3. The party referring to a “force majeure” event must immediately notify the other party in writing of the impact and of the termination of its obligations.
14.4. If the “force majeure” event prevents the “Buyer” from fulfilling its obligations, he must reimburse the “Seller” for all costs incurred in storage of the goods.
14.5. Each of the parties has the right to terminate the contract with a written notice to the other party, if the performance of the contract is suspended under clause 14.1 for more than 6 (six) months.
15. QMS and EMS
The “Seller” is certified under the Quality Management System ISO 9001: 2015 and the
Environmental Management System ISO 14001: 2015 and manufactures products in compliance
with quality requirements, environmental protection and in accordance with all legal norms and
16. APPLICABLE LAW
For any dispute regarding the existence and operation of a contract or in connection with its breach, including disputes and disagreements over the validity, interpretation, termination, performance or non-performance, as well as for all matters not settled in these “General Terms and Conditions” and/or in a written contract , the Bulgarian civil and commercial law is applied, as the parties settle their relations by agreement. In case of disagreement, the dispute is referred to the competent Bulgarian court.
17. PARTIAL NON-APPLICABILITY
If a clause in the “General Terms and Conditions” is seen as being inapplicable or invalid, this does not lead to the inapplicability or invalidity of all other clauses within these “General Terms and Conditions”. If a clause or text in the “General Terms and Conditions” is considered as such, then the parties should agree on a new one that is applicable and not in conflict with the law or other norms, while the original purpose and meaning is preserved.
18. GENERAL PROVISIONS
18.1. If one of the parties becomes bankrupt or is liquidated, or a trustee is appointed, or otherwise finds itself in a financial situation where it can reasonably be assumed that it will not be able to meet its obligations, the other party has the right to terminate the contract if the first party within 10 (ten) days does not give a satisfactory guarantee for the execution of the contract.
18.2. The above does not limit the right of the “Seller” to claim compensation for all actual damage suffered by him, including loss of profit.
18.3. In the event that a provision of these “General Terms and Conditions” becomes invalid or inapplicable, the validity of all other provisions will not be affected. An invalid provision will be replaced by a valid one that is as close as possible to the original meaning.
18.4. Unless explicitly agreed otherwise, the fact that the ”Buyer” sends a purchase order to the “Seller” is considered confirmation by the “Buyer” that he has read these “General Terms and Conditions” and that he accepts their application in its relations with the “Seller”.
18.5. These “General Terms and Conditions” enter into force on 01.11.2020. and apply until they are explicitly revoked or replaced by others.
18.6. Additions and amendments to these “General Terms and Conditions” are considered valid only if they are confirmed by the “Seller” in writing.