Effective from September 18, 2018

1. General provisions

1.1. These General Terms and Conditions (hereinafter referred to as the "General Terms and Conditions") apply to all sales of goods and services made by Borima AD (hereinafter referred to as Borima). These General Terms and Conditions will be considered an integral part of all invoices or contracts for the supply of goods and services, even when orders are accepted by telephone, fax, e-mail or online (where applicable) and for any supplies, that do not have a specific contract signed in relation to them). Borima's request by a customer for a product or service means automatic acceptance of these General Terms and Conditions.

1.2. Unless otherwise specified in the nature of the services concerned, the provisions of these general conditions relating to the supply of goods shall apply accordingly to the supply of services.

2. Pricing and bidding

2.1. The offers are prepared in Bulgarian levs (BGN) or in euros and are valid for 4 weeks from the date of their preparation, unless the respective offer provides for another validity period.

2.2. Under concluded framework contracts for the supply of goods and / or services, which specify specific prices of goods / services that Borima may supply under such contracts, Borima reserves the right to unilaterally and at its discretion to change the prices of goods and services, the conditions for ordering, delivery and / or payment due to significant changes in market conditions, including, but not limited to, changes in raw material prices, etc. In such a case, Borima shall promptly notify the client in writing of the relevant change.

2.3. Under concluded framework contracts for the supply of goods and / or services, under which the amount of trade or other discount is agreed, Borima may at any time unilaterally and without notifying the customer to change the price of goods and / or services for which the respective a discount is given.

3. Ordering goods and services

3.1. Borima brand goods are ordered at Borima's offices in the country. Goods can also be ordered by phone, e-mail, fax or in another way established in the commercial relations between the customer and Borima.

3.2. When the ordered goods are not delivered at the time of ordering in Borima's office, as well as in the cases of ordering by phone, email, fax or other absentee means, Borima forms the customer's order in a written request for delivery, which provides / sends in an appropriate manner to the customer.

3.3. The delivery order signed by Borima and by an authorized representative of the customer represents the individual delivery contract in respect of the respectively ordered goods. Borima may request the receipt of the delivery request, signed by a legal representative or by another person authorized to order goods on behalf of the customer, in order to make the respective delivery.

3.4. Goods that are not maintained as standard in stock are ordered after an advance payment of 50% and pre-agreed delivery times, unless otherwise agreed in writing between the parties.

4. Delivery of goods

4.1. Unless otherwise agreed between the customer and Borima, the ordered goods are delivered to the office of Borima, where they are ordered or for which they are ordered according to the delivery request. When goods to be delivered are not maintained in stock, Borima notifies the customer after the goods are received at the respective office and are available to the customer.

4.2. At the customer's request, ordered goods can be delivered to a site specified by the customer. Delivery is made by Borima or by courier for an additional fee. In the case of delivery of goods by courier, the risk of accidental loss, damage or loss of goods passes to the buyer from the moment of delivery to the courier, unless otherwise agreed in writing between the parties.

4.3. All delivery terms specified in the purchase order or in these general terms and conditions are indicative and Borima will not be liable if he does not make the relevant delivery exactly on the day or term specified in the delivery request or in these general terms and conditions.

4.4. Upon delivery of goods at the customer's site, the latter is obliged to provide a person who is authorized to accept the respective delivery. In the absence of such an authorized person, any employee of the customer or other person who at the delivery of goods at the customer's location is at the delivery address specified in the relevant purchase order, will be considered authorized by the customer to accept delivery of the goods.

4.5. For each delivery of goods Borima presents an invoice including a description of all goods subject to the respective delivery. The invoice presented in this way should be signed on behalf of the client by the person under item 4.4. By signing the invoice according to the previous sentences, it is considered that the customer has accepted the goods, has no remarks and has not identified obvious defects in relation to them.

5. Delivery of services

5.1. Borima provides services in its own sites, as well as in sites specified by the client. In case of providing services in a site specified by the client, the client must provide:

(a) safe access for Borima employees or subcontractors,

b) the necessary consents and permits (if any) for the performance of the relevant actions on the service,

(c) the means necessary for the provision of the service, such as lighting, electricity, etc.,

(d) safe and healthy working conditions at the establishment where the services are provided,

e) instructing Borima's employees or subcontractors on the specific working conditions, access and safety measures at the site where the services are provided.

5.2. When the client has not provided the necessary conditions for work under item 5.1, Borima may refuse to provide the relevant services until the provision of the relevant conditions by the client.

5.3. In the cases under item 5.2 the terms for the provision of the respective services shall be extended respectively with the time by which the client has delayed the provision of the respective working conditions. In these cases, Borima is also entitled to additional remuneration for the time spent and / or compensation for expenses incurred due to the client's delay.

5.4. In all cases of providing services in a facility specified by the customer, the customer is liable for personal injury or death of an employee of Borima, for property / non-property damages suffered by employees or subcontractors of Borima during their stay in the facility specified by the customer, in which the service is performed, unless the respective damage is caused due to gross negligence on the part of Borima or his subcontractors.

6. Invoicing and payment

6.1. Invoices for the delivered goods are issued and handed over to the customer together with the delivery note or other documents of the respective goods. The invoices are considered received by the customer on the date indicated as the date of receipt by the person under item 4.4. If such a date is not specified, but the respective invoice is signed by a person under item 4.4, the invoice shall be considered received by the customer on the date of its issuance.

6.2. Payment is made in cash, by bank transfer or cash on delivery. Borima may set different payment terms depending on the history of his relationship with the respective client.

6.3. Unless otherwise agreed, the price of goods delivered to a shopping center in Borima is due at the time of receipt of the goods. The price of goods delivered to the customer's site, and if agreed, and delivered to a shopping center in Borima, is due within a period not exceeding 8 (eight) days from the issuance of the invoice, unless otherwise agreed in written form between the parties.

6.4. If the parties have not explicitly agreed on a deadline for payment of the invoice for a given delivery, the customer is obliged to pay the amount of the invoice as soon as possible between the deadline specified in the framework delivery contract (if concluded), the deadline under item 6.3 and the payment deadline specified in the delivery invoice.

6.5. When the price of delivered goods is not paid at the time of delivery, pursuant to Art. 205, para. 1 of the Law on Obligations and Contracts and Art. 335 of the Commercial Law Borima retains the right of ownership over the delivered goods until the final payment of their price.

6.6. In case of late payment Borima charges legal interest for delay in the amount established by law.

7. Warranty conditions and service

7.1. The products manufactured by Borima can be used only for the purpose indicated in the accompanying documentation. Borima does not make any representations or provide any guarantees that its products may be used for a specific purpose other than that specified in the technical documentation of the product concerned.

7.2. Borima provides a total warranty of 12 months from the date of delivery, for defects in the delivered goods due to the materials used or workmanship. The guarantee will be valid only if the following conditions are met:

(a) the product concerned has been used correctly;

(b) the product has been returned intact, together with all its components and without any mechanical impact;

(c) the product has not been subjected to technical interventions, repairs and / or other modifications by the customer or by third parties;

(d) the defect is not due to leakage, mechanical impact, improper use, misuse of the appliance and / or careless handling of the appliance by the customer, vandalism, strong shocks, impact of atmospheric phenomena and / or natural disasters.

7.3. The general guarantee referred to in the previous item 7.2 is provided in all cases, unless Borima offers its customers a longer warranty period.

7.4. Due to the nature of certain products, Borima only guarantees that they meet the accompanying technical documentation and specifications. With regard to such products Borima will bear only the responsibility of the seller for defects of the sold item according to art. 193 of the Law on Obligations and Contracts.

7.5. The terms for filing all warranty claims or claims under item 7.4 start running from the date of receipt of the product by the customer, and warranty claims or claims under item 7.4 will be accepted until the expiration of the warranty period, respectively the liability under item 7.4. The term for filing warranty claims for repaired products starts from the notification of the customer for the performed repair according to item 12.1. When a warranty claim / claim under item 7.4 is made by mail, e-mail, fax or otherwise without the presentation of the defective product, the customer should present the product within 8 (eight) days from the submission (dispatch) of the claim.

7.6. In all cases of warranty claim or claim under item 7.4 Borima may at its discretion choose whether to provide repair of the product, replace it or refund the customer its selling price. When the product concerned is no longer produced or withdrawn from the market, Borima may replace it with a similar product which has the same purpose and the same or better technical characteristics and specifications.

8. Liability and limitation of liability

8.1. The customer is obliged not to use Borima's products for illegal purposes or in an illegal manner, whereby the customer will be obliged to compensate Borima for damages resulting from such illegal use by employees, contractors and / or agents of the customer.

8.2. Apart from the liability under section 7 above, Borima will not bear any other liability for damages from damage, defects and / or non-compliance with the technical specifications of the delivered goods or due to non-performance of services.

8.3. In all cases where Borima is liable under an individual contract, framework contract, these general terms and conditions or the law for direct or indirect damages caused by any defect in the goods supplied or service provided by Borima, Borima's liability will be limited to the amount of the price of the respective product or of a specific service and invoice.

8.4. Borima shall not be liable either for damages suffered which could not have been foreseen at the time of the conclusion of the individual contract for the supply of goods and / or services, or for damages resulting from non-performance due to force majeure, including wars, riots, strikes, etc., as well as in a more general sense due to events of an exceptional nature that are beyond Borima's control. Borima will not be liable for indirect damages (eg replacement costs, lost profits or damages due to interruption of work) due to a defect in delivered products.

8.5. Borima is not responsible for any infringement of intellectual property rights in cases where this occurs on the basis of a process, technology, device, device, software or other instrument subject to intellectual property provided by a customer.

9. Force majeure

9.1. Borima will not be liable for failure to fulfill its obligations due to force majeure. Fires, floods, other natural disasters, war, revolution, terrorist acts, protests, strikes and other industrial actions and situations / accidents, such as lack of electricity, power, fuel, transport, etc., are considered to be force majeure events. which may adversely affect Borima's supply chain, as well as events beyond Borima's control.

9.2. The existence of force majeure is not a circumstance that releases the respective party from the obligation to perform monetary obligations.

10. Termination of the supply contract. Ensuring implementation

10.1. Borima may unilaterally terminate any contract for supply of goods or services before the relevant delivery has been made, if in respect of the client insolvency proceedings are opened or preliminary precautionary measures under Art. 629a of the Commercial Law, as well as if the creditor of the client proceeds to execution on pledged property by the order of the Law for the special pledges.

10.2. In the cases under item 10.1, as always when at Borima's discretion there is a risk to the customer's solvency, Borima may, without terminating the relevant supply contract, require the customer to make a partial or full advance payment for the goods or services that follow. to be delivered to him. In this case, the deadlines for the relevant delivery cease to run for the period until the relevant partial or full advance payment by the customer.

11. Intellectual property.

11.1. All intellectual property rights over products sold under these general terms and conditions belong exclusively to Borima AD.

11.2. Unless otherwise agreed between the parties, the purchase of goods from Borima does not constitute permission from Borima for the customer to use or copy the intellectual property rights that Borima owns over these goods, regardless of whether these rights relate to the technology used, branding of the goods or trademarks under which the goods are sold.

12. Special rules for equipment repair

12.1. When Borima provides warranty or out-of-warranty repair services, the customer is obliged to receive the repaired machine within 14 days after notifying him of the completion of the repair. After this period, Borima will start charging a daily fee for storage (store) of the machine.

12.2. If the customer does not look for repaired equipment within 6 (six) months after its notification according to item 12.1, Borima will be considered authorized by the customer to sell the machine on behalf of the customer at a price and buyer determined by Borima. With the sale price Borima will satisfy its claim for repair and store of the machine and will keep the rest of the amount (if any) until requested by the customer.

13. Correspondence

13.1. All correspondence between the parties in connection with the conclusion, performance, termination and cancellation of a contract for the supply of goods or services should be made in writing and addressed to the contact persons and addresses for correspondence of the parties specified in an individual or framework supply contract.

13.2. The written form will be considered complied with if the correspondence is kept by e-mail, subject to the following requirements:

a) the client's statements are based on the e-mail specified in an individual or framework supply contract for correspondence with the client and are addressed at least (it is possible to specify more recipients) to the following e-mail address of Borima:;

b) Borima's statements are addressed to the e-mail address specified in the individual or framework delivery contract for the client's correspondence; all emails coming from an email address with a domain (extension) @ will be considered made on behalf of Borima.

13.3. Messages sent by e-mail will be considered received:

(a) on the day of dispatch, if dispatched by 5 pm on a working day, or on the first working day following the day of their dispatch, if they are sent on a day off or after 17:00 on a working day.

13.4. Telephone or other oral correspondence between the parties shall be confirmed (repeated) in writing in accordance with the preceding paragraphs. The date of such telephone or other oral correspondence shall be the date of its confirmation (repetition) in writing.

14. Dispute Resolution. Applicable law

14.1. All disputes between Borima and a customer regarding the conclusion, performance, termination or cancellation of a contract for the supply of goods and / or services will be resolved through negotiations between the parties in a spirit of mutual understanding. If the parties fail to reach an agreement, the respective dispute will be referred to the competent court in Sofia.

14.2. Unless otherwise agreed, the contracts for the supply of goods and / or services to which these general terms and conditions apply will be subject to Bulgarian law.

15. Powers to negotiate

15.1. Borima's commercial and technical consultants are not authorized to negotiate terms of supply contracts that contradict these general terms and conditions, or to make statements and issue documents giving any warranty for Borima's products.

16. Contradiction with other conditions

16.1. If these general terms and conditions contradict the provisions of the general terms and conditions used by the customer for the purchase of goods and / or services, these general terms and conditions will take precedence over the conflicting provisions of the general terms and conditions for the purchase of goods and / or services.

17. Amendment of the general conditions

17.1. These general terms and conditions may be amended by Borima at any time without having to notify or notify its customers.

17.2. The general commercial conditions for the supply of goods and services, which were in force at the date of concluding the individual supply contract, are applicable to each supply of goods or services.