I. Definitions of terms:
1. Seller – NIKOM 65 LTD
2. Client – a person who is interested in purchasing a particular product or service.
3. Buyer – a person who has accepted an offer and/or has placed an order and/or has signed a written agreement with the Seller for the purchase of a product.
4. Offer – an offer made by the Seller to the client.
5. Order – a request by a customer who has accepted an offer for the production and/or delivery of products.
6. Confirmation/acceptance of an offer – a written statement (by fax, e-mail or otherwise) by a customer accepting the offer made by the Seller. An offer shall not be considered to be confirmed if it has been confirmed only orally without the due written confirmation.
7. Acceptance of an order – a statement by the Seller (by fax, e-mail or otherwise) which confirms that the Seller will deliver the requested products under the required conditions.
8. Delivery of the products - delivery of the products to the Buyer which is certified by a delivery and acceptance report and/or an invoice.

II. GENERAL PROVISIONS
1. Our offers always contain commercial terms and commitments explicitly stated in them.
2. Any arrangements that deviate from these commercial terms and conditions must be in written form.
3. It is not possible to dispute or adjust offers due to an error.
4. In case the equipment to be repaired requires dismantling, inspection, assessment of damage, etc., before an offer is issued, the cost of the labour and materials used in this case shall be paid by the client, even if the client cancels the order afterwards due to a high price, an unsatisfactory period for production or other reasons.

III. PRICES
1. The prices agreed in the offer shall be charged.
2. VAT shall be added to the prices specified by the Seller in the offers as well as to those agreed between the Seller and the Buyer in the amount determined by the law.
3. The prices indicated by the Seller in the offer may be adjusted in case of changes in the delivery terms or deadlines for shipment.
4. Any changes to the product requirements outside the pre-agreed terms that lead to additional production costs will require an increase or decrease in the price of the goods.

IV. DELIVERY
1. Deliveries are made in accordance with the agreed Incoterms 2000 Delivery Conditions.
2. Delivery times are always approximate, unless stated otherwise.
       2.1. If due to production problems (temporary heavy workload, rejects, damage to machines, etc.) they may be a deviation from the delivery deadlines stated in the offer, the Seller shall promptly inform the Buyer and request an extension of the period for execution.
       2.2. If the requested extension of the period for execution is not accepted by the Buyer, the Seller shall do everything possible to meet the agreed deadline.
3. The deadlines for execution will be suspended for the entire period of our absolute incapacity to work in case of force majeure and/or circumstances beyond our control, other extraordinary events that are impossible to avoid (e.g. accidents, blocking of the shipment/transport, epidemics, mobilization, wars, fire, lack of electricity, strikes, etc.). If the agreed deadline for delivery is delayed by more than 3 months due to such circumstances the Buyer and the Seller cancel the unfulfilled part of the contract.
       3.1. In this case, the Buyer pays the cost of that portion of the offer or contract that has been produced at that time.
4. In case of non-compliance with the delivery deadline, the Buyer must determine a reasonable additional period in writing. Any claims for compensation due to delayed deliveries shall be limited to the net invoice value of the delayed delivery.
5. Where a penalty is due in case of delay, it may not exceed 3% of the cost of the goods.
6. Transportation – the expenditure for transport shall be borne by the Buyer, as the sales are made in ex-warehouse in Varna unless agreed otherwise. Transport risks shall be always borne by the Buyer. The packaging is invoiced additionally if necessary.
8. Deliveries shall be made in due time if they are made within the week for delivery as specified in the offer or within 3 working days after a specified date, if any.
9. If the Seller is unable to dispatch the goods and is not liable for that, the Seller may store the sold product in its warehouse at the Buyer’s risk and expense. If the product is not accepted by the Buyer for reasons for which the Buyer is responsible, even though the goods are delivered in accordance with the arrangements, then such goods shall be left in the warehouse and insured at the Buyer’s expense. For Buyer’s goods that are stored at the Seller’s expense beyond the contractual deadlines, the cost of storage and insurance shall be invoiced separately.

V. PAYMENT
1. The terms and conditions contained in the offer and/or in the confirmation of the order and/or the signed contract shall be valid for the payment of the sale price.
2. Payments shall be deemed to be made only up to the amount in which the Seller may dispose with the invoiced amount in cash or as credit in the country.
3. If the Buyer has delayed the payment of a debt by more than one week, then all claims of the Seller based on the business relationship with the Buyer shall become immediately payable.
4. Interest shall be due for late payment amounting to the legal interest rate based on the invoice or the incurred costs, with right to make other claims, unless explicitly stated otherwise in the offer and/or signed contract and/or an annex to a contract.
5. If the Buyer has made no payment for one delivery or for another purchase, then the Seller shall not be obliged to make a subsequent delivery. Under contracts with partial delivery or delivery in stages, the Seller shall be also entitled to request advance payments for upcoming deliveries.
6. The Seller shall have the rights under points 2 and 4 also when reasonable doubts arise regarding the solvency of the Buyer.
7. The Buyer’s right to settle his obligations by offsetting is permissible only in respect of counter claims that are legally dependent on the Seller’s obligation that has been established by court or acknowledged by the Seller.
8. Any partial or full payment shall be made in a valid/legal currency to our office in Varna, Bulgaria. The issue of payment orders, bank guarantees, and payments to an account only help the debtor and will never be an exception to the above-mentioned condition. The payment terms agreed in the contract/offer must be complied with and shall not be cancelled even in case of complaints or objections.
9. If the agreed currency is not BGN or EUR and the exchange rate of the agreed currency to the euro differs by more than 10% compared to the date of the contract, the Seller may adjust the price with the respective difference.
10. If the Seller incurs exchange rate losses due to a late payment, the Buyer shall compensate the Seller for such loss.
11. In case of change of the fixed exchange rate of the euro to the Bulgarian lev (1 euro for BGN 1.95583) between the date of the invoice and the date of the payment made under an invoice, the Buyer must compensate the Seller for the difference between the fixed exchange rate and the central exchange rate of the Bulgarian National Bank (BNB) on the day when the payment is made.
12. All bank charges and/or other costs associated with the Buyer’s payment for the goods shall be entirely at the Buyer’s expense.

VI. TRANSFER OF OWNERSHIP, TRANSFER OF THE RISK OF LOSS OR DAMAGE AND GUARANTEES IN CASE OF DEFERRED PAYMENT

1. The Seller retains ownership of the goods until the Buyer has paid for the goods in full.
2. The risk of losing or damaging the goods passes from the Seller to the Buyer at the time of handover of the goods according to the delivery terms.

VII. CLAIMS
1. The guarantee of special qualities shall be legally binding only upon written confirmation by the Seller.
2. Due to the characteristic features of our manufacturing process, every warranty shall be intended solely to ensure the replacement of items that cannot be used by our Buyers due to manufacturing imperfections or due to lack of a distinctive feature or quality.
3. The Buyer must immediately notify the Seller in writing of any transport damages and discrepancies in the quantities at the time of accepting the goods from the forwarder otherwise no claim can be made. Other claims must be made in writing within 5 working days at the latest after the receipt of the goods by sending supporting documents and/or samples.
4. If a claim is made late or the product subject of the claim has undergone any form of processing without the Seller’s written consent, such claims shall be void.
5. In case of justified claims made in due time the Seller may choose between a reasonable price reduction, correction of the problem of the manufactured product or replacement of the product.
6. The Seller’s liability is limited to the immediate damages. Any claim for compensation, whatever the legal basis, shall be limited to the invoiced cost of the defective product on the premise that it has been undisputedly proven.
7. The product subject of the claim must be provided at the disposal of the Seller in its entirety.
8. The Seller shall not be responsible if the Buyer does not comply with the technical requirements and/or technical advice when installing and/or putting the product into operation.
9. NIKOM 65 Ltd. guarantees the perfect operation of the manufactured products for a period of 12 months from the date of receipt and 6 months for the repaired products provided that all requirements of the manufacturer of the equipment regarding its normal operation have been complied with.
              9.1. The validity of this warranty shall commence on the date of transfer of the ownership.
9.2. The warranty conditions regarding the state of the machine parts to which the mechanical seals are fitted (radial motion of the shaft or the protective sleeve in the area of contact with the front seal, misalignment of the seal chamber with the shaft, vibrations, etc.), regarding their installation, during their operation, etc., are listed in the attached document.

VIII. OTHER
1. Place of execution and jurisdiction for claims arising from the trade relations shall be the city of Varna and the Republic of Bulgaria. The parties shall be entitled to submit their claims to the Arbitration Court at the Bulgarian Chamber of Commerce and Industry in accordance with the Rules of the Court of Arbitration and the arbitration panel shall be composed of three arbitrators, each party shall designate one arbitrator and the third arbitrator shall be designated by the arbitrators designated by the parties.
2. Test – Whenever the Buyer wants to test the material(s) before shipping, the Buyer must state that on his/her request along with a full and clear description of all rules. In this case, as soon as the material/product is ready, we will inform the Buyers that will be able to perform testing within 7 days of receipt of the notification. The costs for testing, as well as the test specimens, shall be at the client’s expense, unless agreed otherwise.

IX. IMMEDIATE SALES
1. When purchasing goods which the Seller keeps in stock and which the Buyer can pay immediately the usual trading rules typical of such sales and Section VII of the present General Terms and Conditions shall apply. These General Terms and Conditions for Sale and Delivery shall be an integral part of each offer and each contract under which NIKOM 65 Ltd is a Seller of goods from its nomenclature. In case of contradictions between the clauses of an offer, an order or a written contract concluded between the Seller and the Buyer, and these General Terms and Conditions for Sale and Delivery, the clauses of the offer, order or the written contract shall apply.

X. FINAL PROVISIONS
1. Exceptions – no exceptions or appeal by the Buyer of the above terms of sale shall be honored unless they arise from a written agreement signed by an employee of Nicom 65 Ltd. expressly authorized to do that.
2. Fees – all costs relating to the above mentioned data, their possible processing and/or registration and, respectively, any duty-free trading shall be at the Buyer’s expense.
3. Nikom 65 Ltd. reserves the right to change these General Terms and Conditions of Sale and Delivery if necessary (in case of inconsistency with the legal regulations of the country where the Seller is registered, etc.)