General Terms and Conditions

valid from 03.01.2017

General

  1. These General Terms and Conditions apply to all transactions between ELUX Ltd, 50 Gourko Str,

Bousmantsi, Sofia 1520, Bulgaria (hereinafter “Seller”) and its business partners and customers

(hereinafter “Buyer”), for deliveries of goods and (as applicable, analogously) for the provision of

services (hereinafter “services”). All offers made by the Seller are based upon these General Terms and

Conditions.

  1. Should any of the provisions in these General Terms and Conditions directly contradict those contained in

the Seller’s offer or order confirmation, the provisions of the Seller’s offer and order confirmation shall

apply. In this event only those provisions of these General Terms and Conditions, or parts thereof, that

are not in direct conflict with the provisions of the Seller’s offer or order confirmation shall remain valid.

  1. The Buyer expressly acknowledges that the Seller already objects to all provisions deviating from those

conditions contained in points 1 and 2 resulting from an order or other commercial documents of the

Buyer. Unless explicitly agreed to by the Seller in writing, the Seller does not acknowledge differing

General Terms and Conditions of the Buyer even where the Seller does not explicitly contradict those

individual provisions.

  1. These Terms and Conditions shall apply – unless a newer version of the General Terms and Conditions are

applied to the transaction – as the framework agreement for all further transactions with the Buyer.

Should any of these individual General Terms and Conditions be or become invalid, this shall not affect

the validity of the remaining provisions.

  1. The Seller provides products and services to commercial customers and public authorities only, not

however to consumers.

Offer

  1. Offers by the Seller are non-binding and therefore do not constitute and offer within the meaning of The

Trade Law of the Republic of Bulgaria.

  1. Offer, implementation and project documentation may not be reproduced or made accessible to third

parties without the Seller’s consent. These may be reclaimed and are to be returned to the Seller should

the order be placed elsewhere.

Conclusion of agreement

  1. An agreement is considered concluded as soon as the Seller has sent a written order confirmation or has

dispatched a delivery upon receipt of the order.

  1. Information contained in catalogues, datasheets, brochures and alike, as well as other written or verbal

statements are only relevant if explicitly referred to in the order confirmation.

  1. Subsequent amendments and additions to the agreement or additional agreements are valid only when

confirmed by the Seller in writing. The Seller may at any time correct clerical mistakes and/or calculation

errors in offers, order confirmations or invoices.

Prices

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  1. Unless otherwise noted, prices apply EXW Seller’s premises, however, excluding VAT, and are binding only

up to the delivery date specified in the order confirmation. Unless otherwise agreed, the Buyer is

responsible for all transportation costs, insurance, fees, taxes or other charges arising from deliveries.

  1. In the case of service and/or repair engagements (e.g. planning, commissioning and/or reviewing

installations, training), services deemed appropriate by the Seller shall be performed and invoiced to the

Buyer on the basis of expenses incurred plus any additional travel and transportation costs. This also

applies to services and additional services the necessity of which becomes apparent only during

performance of the engagement; these additional services do not require special notification to the

Buyer. Unless otherwise agreed in writing, the Buyer shall be invoiced for the preparation of service

and/or repair offers and/or assessments.

Transfer of risk

  1. Use and risk are transferred to the Buyer upon the goods leaving the works or warehouse of the Seller

independent of the written pricing terms agreed to for the delivery. This also applies when the delivery

forms part of an assembly or if the transportation is performed or organised and implemented by the

Seller.

  1. The place of performance for services is the location where the service is performed. The risks of a service

or agreed to partial service are transferred to the Buyer upon performance.

Delivery / services

  1. The Seller’s delivery obligations are controlled solely by the Seller’s written order confirmation.
  2. Without a written agreement to the contrary, a specified delivery date (e.g. as contained in the order

confirmation) serves only as an indication for the Buyer and is not binding.

  1. The Buyer shall obtain all necessary official third-party permits. Should these permits not be obtained on

time, the delivery period is extended accordingly. The delivery period is also extended in the event of

delayed scheduled payments.

  1. The Seller is entitled to provide and invoice partial and/or advance deliveries. Should delivery on demand

be agreed, the goods are considered delivered at most 1 year after placement of the order.

  1. Insofar as no specific written arrangements have been made, the Seller shall choose the method and

nature of shipment. In particular, there is no obligation to select the most cost effective mode of

shipment.

  1. Deliveries are made only in full packaging units. If smaller units are ordered, the Seller reserves the right

to charge a minimum quantity/volume surcharge. The packaging, also for partial and/or advance

deliveries, conforms to standard commercial practice.

  1. The nature and extent of the services to be provided by the Seller is described in the respective order

confirmation. The Buyer shall facilitate the performance of the services and in all cases shall make

available a competent person and all required equipment (e.g. ladders, scaffolds, work cage). The Buyer

shall provide replacement parts (e.g. light sources, control units, lighting, lamps etc.) at its own expense;

alternatively these may be provided and charged for by the Seller.

  1. Services are performed on workdays between 08.00 and 17.00. Should the Buyer request and receive

services from the Seller outside of these timeframes the following surcharges apply:

– 50 % surcharge for services performed on Saturdays

– 100 % surcharge for services performed on Sundays and public holidays.

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  1. The Buyer is obliged to immediately inform the Seller of all material circumstances regarding the plant

and/or performance of services in question and, at the request of the Seller, the Buyer shall withdraw

from operation either the whole or part of the plant for the duration of the service provision. The Buyer

is obliged to immediately inform the Seller in writing of any safety precautions or compliance with any

safety standards required in performing the service. Relevant training required by the Seller’s personnel

is undertaken at the Buyer’s expense. The Seller is entitled to separately charge the Buyer for any

resulting additional efforts.

  1. Where unforeseeable circumstances arise or where the circumstances are independent of the intent of

the Parties, for example all cases of force majeure, that impede compliance with a delivery date agreed

in writing, such delays shall extend the delivery date under exclusion of all legal claims the Buyer could

otherwise assert for the duration of these circumstance; included herein are, for example, official

interventions and prohibitions, transport and customs delays, transport damage, energy and raw

materials shortages, labour disputes, and default on the part of essential or difficult to replace

subcontractors. These aforementioned circumstances also entitle an extension of the delivery period if

they affect the Seller’s suppliers.

Payment

  1. Unless other written payment conditions have been agreed, each delivery and/or service is payable upon

receipt of invoice. In the event of partial invoices the partial payment is also due upon receipt of invoice.

The shipping of the goods in question of the invoices is executed after the payment was received in the

Seller specified bank account.

  1. Payments are to be made without deductions in the agreed currency on the Seller bank account indicated

in the pro-forma invoice/invoice. All resulting interest and charges are borne by the Buyer.

  1. The Buyer is not entitled to withhold or offset payments as a result of warranty claims or any other

claims.

  1. If the Buyer is in arrears regarding an agreed payment or for other services, the Seller may, without

prejudicing other rights:

  1. a) Delay fulfilment of its own obligations until payment has been effected,
  2. b) Demand payment of all outstanding receivables and demand interest arrears in the amount

of 13,2% per annum plus VAT from the due date, provided that the Seller cannot prove costs

in excess of these amounts. In the event of default all granted discounts and bonuses are

forfeited. The Seller is entitled to invoice pre-trial costs, in particular reminder fees and legal

expenses.

  1. The Seller retains ownership in all goods delivered by it until full payment of invoice amounts plus

interest and expenses. In order to secure the purchase price claim, the Buyer herewith assigns all its

claims from the resale of reserved goods even where these have been processed, transformed or

combined, to the Seller as collateral security and agrees to make the corresponding entries in its

accounts or invoices. The Seller accepts this assignment. Upon request, the Buyer shall inform the Seller

of the assigned claims and the debtors, and make available all required information and material for

collection of the debt as well as notifying third-party debtors of the assignment. In the event of seizure

or other claims the Buyer is obliged to point out the Seller’s property rights and to inform the Seller

immediately.

  1. In the event of a lack of credit worthiness or risk of credit unworthiness on the part of the Buyer, the

Seller is entitled to withhold delivery and/or performance and to demand securities.

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  1. A processing fee will be charged for orders which fall below the Seller’s stated minimum net order value

(excluding taxes, fees and charges). Upon request, the Buyer shall be informed as to the amount of the

applicable surcharge, minimum net order value and the processing fee.

  1. In the event of late payment, the Buyer is liable for any currency losses incurred between the original

due date and the actual date of payment.

  1. The Seller is obliged to release securities to the extent that their realisable value exceeds the claims due

to the Seller by more that 10%, whereby the Seller reserves the right to determine which goods or claims

are released.

  1. If retention of title pursuant to the law in the location of the goods is not valid, a security corresponding

to retention of title is deemed agreed. If the cooperation of the Buyer is required, upon the request of

the Seller it is obliged to undertake all reasonable measures at its own expense to establish and preserve

such rights.

Warranty

  1. In accordance with the following provisions, the Seller is obliged to rectify any defect impairing

functionality that exists at the time of delivery or performance based on faults in construction, materials

or workmanship.

  1. The warranty period for defects undetectable at time of delivery is 12 months and these must be

reported without delay upon discovery. Defects detectable upon delivery must be reported in writing

within a period of 8 days, otherwise they shall be considered forfeited. The warranty period for latent

defects also begins at the time of delivery (transfer of risk) and is neither extended nor interrupted by

remedial activities. This warranty period also applies to partial deliveries. Defects are to be reported

without delay in writing otherwise warranty or other claims are excluded, however, this does not entitle

the withholding of invoice amounts or parts thereof. The Buyer shall provide proof that the defect

existed in the good at the time of delivery.

  1. In the event of a defect subject to a warranty obligation in accordance with this “warranty” section, the

Seller may, at its discretion, repair the defective good or part at the place of performance or have it sent

for repair or to replace (exchange) it or to award the Buyer a price reduction. Invoices for repairs by third

parties shall not be recognised.

  1. All ancillary expenses incurred in connection with rectifying defects (such as assembly and disassembly,

transport, disposal, travel and travel time expenses) are borne by the Buyer. For warranty work carried

out at the Buyer’s premises, the necessary assistance, hoisting gear, scaffolding and sundry materials

etc. are to be supplied free of charge.

  1. If the Seller produces goods on the basis of design specifications, drawings or other information provided

by the Buyer, the Seller’s liability is limited to the implementation of these instructions. All claims of the

Buyer are to be judicially asserted within 12 months from the transfer of risk, otherwise the claim will

forfeit.

  1. The Seller shall accept returns only after giving its prior written consent.
  2. The provisions in points 35 to 40 also apply analogously for each defect arising from other legal grounds,

including, but not limited to, claims for damages.

  1. The assignment of warranty claims and/or damages claims and similar matters is not permitted.

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Damages and liability limitations

  1. The Seller is liable to the Buyer for damages incurred during the performance of the transaction – insofar

as this is legally permissible – only to an amount of no more than one half of the value of the order and

only in the event of intent or gross negligence on the part of the Seller. Liability in the event of slight

negligence – insofar as is legally permissible – is precluded except in cases of personal injury. The Buyer

must prove gross negligence on the part of the Seller. This also applies to instances of slight negligence

with regard to personal injury.

  1. Compensation for purely financial losses, lost profit, interest losses, losses from claims by third parties

– whether direct or indirect damages – consequential damages or (criminal) damages is – insofar as is

legally permissible – precluded.

  1. Claims for damages expire – insofar as is legally permissible – within 6 months of knowledge of the

damage and of the damaging party. The Buyer shall notify the Seller of any damage in writing within a

reasonable period of time, however, not exceeding 7 calendar days. In addition, the Buyer must provide

detailed proof that the damage has occurred as well as the extent of the damage.

  1. Should the Buyer be held liable under the Bulgarian Consumer Protection and Rules of Trade Act or any

such equivalent foreign law, it waives any recourse against the Seller. Should the Buyer bring goods

supplied by the Seller outside of the European Economic Area, it is obliged to exclude the

indemnification obligation under the Consumer Protection and Rules of Trade Act or equivalent foreign

law, insofar as this is possible according to the law applicable to the Buyer and its customer or according

to the law agreed to between them. In this event, or by omission of this mandatory exclusion, the Buyer

is obliged to indemnify the Seller from third party claims regarding product liability.

Withdrawal from agreement

  1. In particular, the Seller may withdraw from this agreement if, (i) performance of delivery and/or service

is delayed by the Buyer or (ii) the Seller has concerns regarding the Buyer’s solvency.

Industrial property rights and copyrights

  1. The Buyer shall indemnify the Seller for all infringements of property rights where goods have been

manufactured by the Seller of the basis of design specifications, drawings, models or other specifications

provided by the Buyer.

  1. Production documents, such as plans, drawings and other technical documents as well as samples,

catalogues, brochures, illustrations and the like remain the property of the Seller and are subject to the

relevant statutory provisions governing reproduction, imitation, competition etc.

Compliance with export control regulations

  1. In the event of transfer of goods supplied by the Seller (e.g. hard and/or software and/or technology

including related documentation, independent of the manner of provision) or of services provided by the

Seller (including all technical support) to third parties at home and abroad, the Buyer shall comply with

all applicable national and international (re)export control regulations. In all cases it must observe the

(re)export control regulations of the European Union and of the United States of America.

  1. To the extent required for export control checks, the Buyer shall supply the Seller immediately upon

request with all information pertaining to the final recipient, destination and intended use of the goods

or services provided by the Seller as well as any export control restrictions. The Buyer shall fully

indemnify the Seller against all claims by public authorities or other third parties for non-observance of

the above export control regulations and is obliged to indemnify the Seller for all expenses and damages

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incurred in this regard, unless the Buyer is not responsible for the breach of duty. This does not

constitute a reversal of the burden of proof.

  1. Performance of the agreement on the part of the Seller is subject to the proviso that no obstacles based

on national or international foreign trade regulations, as well as embargos and/or other sanctions

prevent performance.

Applicable law and legal venue

  1. This agreement is subject to Bulgairan substantive law under exclusion of conflict of law principles of

international private law and exclusion of the UN Convention on the International Sale of Goods.

  1. If the Buyer has its domicile within the EU or in a country where the 2007 Lugano Convention has been

ratified, the agreed legal venue for all disputes arising from the agreement and the contractual

relationship – including its existence or non-existence – or legal consequences arising therefrom, is the

exclusive territorial jurisdiction of the Sofia Regional Court, Bulgaria. In addition, the Seller is also

entitled to bring suit against the Buyer at the location of its registered office or at the competent court

for the branch where the Seller concluded the agreement.

If the Buyer has its domicile outside the EU or not within a country in which the 2007 Lugano Convention has

been ratified, all disputes and claims arising from the agreement – including disputes regarding its validity,

infringement, termination or nullity – are decided under the Rules of Arbitration of the International

Arbitration Court of the Bulgrian Chamber of Commerce. The place of arbitration shall be Sofia and the

language used for the arbitration process shall be English.

ELUX Ltd, 50 Gourko Str, Bousmantsi, Sofia 1520, Bulgaria

T: +359 2 973 8200, Email: office@elux.bg, www.elux.lighting

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General Terms and Conditions