GENERAL TERMS AND CONDITIONS
/Issue date - 01.06.2020/
The parties agree that for the purposes of these GTC, the following terms will be interpreted unambitiously and will have the following meaning:
1. General provisions and definitions
Euromaster Import - Export Ltd., registered company by the National Trade Agency, UIC 121833797, 246 Lomsko Shosse Blvd., Sofia, Bulgaria - / Seller /
Buyer / Customer / - the user of Euromaster B2B Platform placing an Order for purchasing goods, listed and traded by the Seller through Euromaster B2B Platform;
Order - Customer’s goods inquiry sent through the platform, submitted and processed within 3 /three/ days in advance from desired date of delivery in accordance with Seller’s delivery schedule;
Possible order statuses: Complete and Incomplete; sub - statuses: Open order, Prepared and Invoiced order, as follows:
* Open order – submitted and in the process of processing;
* Prepared order - goods prepared for delivery to the Buyer;
* Invoiced order - an order for which the Seller receives the balance due payment of the Buyer‘s obligation, according to the terms and conditions for payment of the same specified in the Annex to the Terms of Trade in the Contractual for the sale of goods concluded between the parties;
National currency - the currency of the country in which the goods will be sold;
Euromaster B2B Platform - software application for orders of goods for the purpose of their sale, through which the Seller provides access to Customers ordering goods from its product list;
Laws - any law, decision, decree, ordinance, code, rule, regulation or requirement issued, applied, adopted, approved, promulgated or otherwise adopted by or under the authority of any state body or by any other control body in the country where the Products will be sold and/or in EU;
Working days – Monday to Friday;
Non-working - Saturday, Sunday, Official non - working and Public holidays in Bulgaria;
2. Registration conditions
2.1. Any legal entity that wishes to purchase goods from Euromaster B2B Platform and have completed the registration process can acquire the quality of a Buyer.
2.2. In order to register the legal entity must create an account in Euromaster B2B Platform, fill in all necessary information within the registration process as well as accept the General Terms.
3. Presenting Euromaster B2B Platform products
The Seller loads Euromaster B2B Platform with all technical characteristics, specifications and prices for its products listed and offered by in the Buyer's profile.
4. Euromaster B2B Platform products trade
4.1. In order to be able to buy goods from Euromaster B2B Platform the Buyer has the following obligations;
4.1.1. To comply with the rules in the General Terms and Conditions specified to the Contract of Purchase and Sale of Goods and the Annex to the Commercial Terms, signed by the parties;
4.1.2. To use Euromaster B2B Platform as a way of communication between him and the Seller when changing information;
4.1.3. To use the Seller's available information in Euromaster B2B Platform as a way of contact in relation to any Order;
4.1.4. To perceive the terms and conditions of purchase of products to the Seller before the purchasing date in order for them to be reflected correctly when ordering through Euromaster B2B Platform;
4.1.5. To bear the legal consequences of non-compliance with its contractual obligations;
4.2. The Seller undertakes to offer the Buyer its goods and products on Euromaster B2B Platform for the purpose of their sale;
4.2.1. As far as technically possible, to allow the Buyer access to Euromaster B2B Platform for the purpose of presenting its products and performance of the necessary operations for placing orders through the platform;
4.2.2. To accept and process orders from Clients through Euromaster B2B Platform
4.2.3. To use Euromaster B2B Platform as a way of communication in order to exchange information about orders and products;
4.2.4. To provide customer service related to questions, inquiries, etc. with regards to products or placed orders;
5. Order process and delivery
5.1. The Seller will be responsible for each Client's Order and will update the statuses via Euromaster B2B Platform, constantly, as follows:
5.1.1. After the order has been sent by the Buyer, the Seller will confirm that the order has been done and will retain the ordered products. Status of the order will be – OPEN, ACCEPTED ORDER.
5.1.2. The Seller will perform the logistical operations necessary for the preparation of the order (picking). Status of the order will be - READY.
5.1.3 The Seller will issue the tax documents. Status of the order will be - COMPLETED.
5.2. All order changes made by the Seller will be done only with the agreement of the Customer and immediate change in Euromaster B2B Platform.
5.2. All changes to the Order made by the Seller will be made only with the consent of the Customer and upon immediate changes in Euromaster B2B Platform
5.3. The Seller undertakes to issue the tax documents according to the price of the Order, shown in Euromaster B2B Platform at the time of placing the Order.
5.4. Price of the products shown by the Euromaster B2B Platform Seller must include all statutory taxes so that Customers are well informed about the price of the Products including the value of VAT, and if applicable, green fee tax or any other fees and taxes associated with the products.
5.5. Delivery of the products is the sole responsibility of the Seller. The Seller undertakes to ensure delivery to the Customers of the products ordered according to the standards of Euromaster B2B Platform and the Customer's inquiries, at the address indicated by the Customer, at a regular rate or agreed delivery point.
5.6. The Seller undertakes to comply with the terms of delivery specified in the Annex for commercial conditions, as well as the agreed point of delivery specified in the Customer's order. Any change in the terms of delivery must be notified to and agreed with the Seller.
5.7. The Seller will ensure the appropriate completion and attachment of all transport documents for each order.
6. Payment methods
6.1. The Seller provides the following payment options for a purchase made by the Buyer as follows:
6.1.1. By bank transfer (with payment order) to the Seller's account;
6.1.2. By cash;
6.2. Issued invoice information such as - number, content and amount, respectively in the case of partial payment, the due balance will be indicated and shown in the Buyer‘s profile.
6.3. In the presence of counter-obligations between the parties, the Buyer declares that the Seller agrees to set off the balance due under the General Terms or under the Laws in connection with the fulfillment of the obligations under the General Terms up to the amount of smaller claim.
7. Terms and termination
7.1. The General Terms and Conditions enter into force on the date of their acceptance by the Seller, for unlimited period of time.
7.2. The contractual agreements existing between the Seller and the Buyer according to these General Terms and Conditions are terminated:
7.2.1. Based on a written agreement between the parties;
7.2.2. By termination of either party based on a 30 (thirty) days written notice sent to the other party, If any of the parties violates its obligations under the General Terms and Conditions and does not eliminate the violation within the specified notice period;
7.2.3. Termination in any form, of the contractual agreements has no effect on the obligations already due between the parties.
8. Declarations and guarantees
8.1. The seller declares and guarantees that.
8.1.1. Carries out its activity in accordance with the Laws;
8.1.2. Is qualified and has all the permits required by the applicable Laws for the sale of Euromaster B2B Platform Products;
8.1.3. Is capable and authorized with all rights to perform its obligations under the General Terms and Conditions.
8.2. The Seller shall ensure that the commercial distribution and delivery of the products complies with all applicable laws and in particular with the legal provisions relating to the production, distribution and trade of goods, as appropriate, including consumer protection provisions.
8.3. The Seller declares that owns Euromaster B2B Platform and after the Buyer accepts the General Terms and Conditions and registers, will make available the platform for goods orders in its products list.
9. Intellectual property rights
9.1. The Seller declares that owns all intellectual rights necessary for the sale of the products (including all materials related to descriptions and advertisement of the products) offered by Euromaster B2B Platform and full responsibility for their promotion and marketing.
9.2. The Buyer shall be fully aware that access to Euromaster B2B Platform will in no way constitute a transfer of ownership of the same, nor of any rights associated with these IT tools. All intellectual rights to this object and all changes and / or updates to this instrument as of next date are and will remain exclusive property of the Seller. The Seller gives the Buyer the right to non-exclusive use of these IT tools for the term of the contractual relationship.
10.1. The term "confidential information" refers to and includes: all information of a professional, commercial, technical, financial or other nature that is created, developed, obtained, collected or used in the process or in connection with the activities of the Parties, but without being limited to, commercial conditions, business conditions, corporate plans, management systems, finance, costs, contract arrangements.
10.2. The parties undertake to:
10.2.1. Keep strict confidentiality and not disclose or prevent from being disclosed by anybody related to confidential information;
10.2.2. To not use any kind of confidential information except for the purposes of fulfilling their obligations under these General Terms and Conditions or any other purpose, not to allow the use of any confidential information by a third party, except in writing agreement of the other party.
10.3. The above provisions shall not apply if and to the extent that the confidential information: must be disclosed in accordance with the applicable laws and in these circumstances, only when the provided and notify each other immediately after requesting it and take all reasonable steps to cooperate in the actions they deem necessary to protect their interests.
11. Force Majeure
11.1. Any circumstance which is impossible to foresee and overcome, regardless of the will of the parties, which occurred during the term of the General Terms and which makes it impossible to fulfill the obligations, will be considered force majeure and will release the party which invokes from the performance of the obligation in question.
11.2. The party invoking force majeure must notify the other party within 10 (ten) working days after the date on which it occurred and provides available documents certifying the force majeure, issued by the relevant authority in Bulgaria within 30 (thirty) working days after the question date.
11.3. In the event of force majeure preventing one or both parties from fulfilling their obligations, the parties shall be relieved of their obligations. If the force majeure does not cease within 3 (three) months after its announcement, either party may terminate the General Terms and Conditions.
12. Messages and Noticies
12.1. Any message or transmission of information addressed to the Seller is valid if it is sent by mail оr courier with confirmation receipt, to the address: Sofia, Vrabnitsa district, 246 Lomsko shose Blvd.
12.2. Notifications or transmission of information addressed to the Seller will be sent to the specified contact details mentioned in the Buyer's Euromaster B2B Platform profile.
12.3. The Buyer undertakes to inform the Seller immediately if there are changes regarding the identification data, address or e-mail ас indicated for communication, notices, as well as contact persons оf designated representatives.
13. Applicable law. Disputes. Others
13.1. The interpretation, validity and implementation of the provisions of these General Terms and Conditions, as well as all rights and actions of the parties under these General Terms and Conditions, will be regulated by the Bulgarian legislation.
13.2. Any dispute or claim arising from these General Terms and Conditions will be resolved by mutual agreement. If a dispute cannot be resolved by mutual agreement or arising dispute in connection with these General Terms and Conditions will be resolved by the competent court in Sofia, Bulgaria.
14. Taxes and fees
14.1. Except as provided by the Laws, the Seller is solely responsible for complying with the applicable VAT Laws, as well as for collecting, declaring and paying all taxes and fees with regards to all performed activities through Euromaster B2B Platform.
14.2. Any amendment or supplement to the General Terms and Conditions will be made in writing (including in electronic format), in accordance with these provisions. The Seller reserves the right to change any of the clauses concluded in the General Terms and Conditions at any time. The amendments will be made available to the Buyer at least 15 (fifteen) calendar days before they take effect. Updated versions of any of the documents that form part of the General Terms and Conditions will take precedence.