Standard Terms and Conditions of Sale – ELEKTROSFERA LTD.
1.1. These are the terms and conditions of sale (“Terms”) of Antelope Audio (hereinafter referred to as “Seller”) will apply to all sales and deliveries of goods, services, products and materials manufactured, imported, supplied and/or delivered by Seller to Buyer (hereinafter referred to as “Products”), whether ordered online, by e-mail or by signing of sale and purchase agreement. Buyer shall read this document carefully after printing it off or downloading it before placing an order. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. Antelope Audio is the trade name of the company individualized in Section 16.9. below.
1.2. The Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein. Should any provisions affixed to the purchase order or other communication from Buyer conflict with these Terms, these Terms shall prevail. Seller’s failure to object to provisions contained in any communication/order from Buyer shall not be deemed a waiver of the provisions herein or acceptance of the said provisions. Any exclusions in application or alteration of the provisions of these Terms shall specifically be agreed to in writing, signed by Seller and Buyer before becoming binding on either party.
1.3. Should, for any reason a potential buyer, acting for its own or representing a legal entity, does not understand and/or disagrees with any of the terms and conditions contained here below, it shall not place an order for Products.
2.1. All orders must identify the products, unit quantities, preferable delivery dates and any other information requested by the Seller. All orders placed by Buyer are subject to explicit acceptance or cancellation by Seller, at Seller’s sole discretion. Seller is not legally bound for any availability, based on the statements or description of its products published at its official websites. The contract for the supply of Products will only be formed when Seller accepts a potential buyer’s purchase order.
2.2. Orders may not be canceled or rescheduled without Seller’s written consent. Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
III. PRICE, TAXES AND QUOTATIONS
3.1. The prices of the Products are those specified on the invoice. Price quotations shall automatically expire in twenty (20) days from the date issued, or as otherwise stated in the quotation. Seller reserves the right to make special price offers under specific circumstances.
3.2. Seller is entitled to change pricing for Products in the event of an increase in Seller’s cost, production’s cost and change in market conditions or any other causes affecting Seller. Unless otherwise agreed to in writing by the parties, prices quoted by Seller are those current at the date of quotation and shall be subject to variation by Seller.
3.3. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, or other tax applicable to the manufacture, import or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. All prices are net and exclude delivery costs. Delivery costs (if any) shall be covered by and at the expense of the Buyer. The exact amount of the shipping costs will vary depending on the destination and will be duly announced to the Buyer.
IV. PAYMENT TERMS
4.1. Seller requires payments in advance and as a precondition for dispatching the ordered Products. The price for the ordered products shall be paid following Seller’s acceptance of the Buyer’s Purchase order and issuance of the invoice. Unless otherwise agreed in writing, payment may be made by credit card, PayPal or wire transfer (all fees are borne by the Buyer).
4.2. If Buyer fails to make each payment when it is due, Seller reserves the right to suspend or cancel performance under any or all purchase orders. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of reasonable attorney fees, court costs and fees, and collections costs. Unless otherwise agreed in writing, all payments are to be in United States dollars.
V. DELIVERY. TRANSFER OF TITLE AND RISK
5.1. Unless otherwise agreed in writing, all deliveries are made “Ex-Work Origin” (Incoterms 2010 as amended). Seller agrees to properly pack all Products for shipment. The shipper will be selected by Seller.
5.2. Seller’s written confirmation/acceptance (including by e-mail) of the Buyer’s purchase order shall be authoritative for delivery time, mode, quantity and price. Seller may deliver products in one or more consignments and invoice each consignment separately. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery, delivery of Products in advance to the date quoted for delivery, and time for delivery is not of the essence.
5.3. Seller shall not be liable for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier/shipper be deemed an agent of the Seller. A delayed delivery of any part of an accepted order does not entitle Buyer to cancel other deliveries.
5.4. Title and risk of loss or damage pass to the Buyer at the Seller’s door of warehouse. All transportation costs and risks are assumed by the Buyer.
VI. ACCEPTANCE AND RETURNS
6.1 Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Buyer shall perform all inspections and tests Buyer deems necessary as promptly as possible but in no event later than 14 days after delivery of product, at which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported at the time of delivery.
6.2. To obtain a return authorization number (“RMA”) Buyer should contact Seller. RMAs are valid for a limited period of time.
6.3. Any product returned by Buyer due to Buyer’s error may be subject to a restocking charge equivalent to 25% of the value of such Product as specified in Seller’s invoice to Buyer.
VII. RIGHT OF CANCELLATION
7.1. This Section VII applies to Consumers only, where “Customer” shall mean any individual, who is acquiring goods or services, which are not intended for execution of business of professional activity, and any individual, who is purchasing outside the course of his or her business or trade.
7.2. Buyer is entitled to cancel the sale and purchase agreement for the Products without giving any reason and without any indemnification or penalty, within 14 days from the date of delivery of the Products to the Buyer or to a third party, indicated by Buyer (other than the carrier). It is sufficient the withdrawal to be sent before the expiration of the 14-days term.
7.3. When Buyer exercises his right of withdrawal from the agreement, Seller shall refund to Buyer all payments received by Buyer, including costs of delivery, within 14 days from the date Seller was informed of the Buyer’s decision to withdraw from the contract. Seller shall reimburse the amounts received, using the same means of payment used by Buyer in the initial transaction, unless Buyer has expressly given consent to the use of another means of payment and provided that it does not incur costs for Buyer. Seller shall not be obliged to reimburse the additional costs for delivery of the goods, when Buyer has expressly chosen a way of delivery of the goods, other than the least expensive type of standard delivery offered by Seller. When Seller has not offered to collect the goods himself, Seller may withhold payment of the amounts to be refunded to Buyer, until Seller receives the goods or until Buyer provides evidence of having sent the goods back, depending on whichever of the two occurs earlier.
7.4. When Buyer exercises his right of withdrawal from the contract, Buyer shall send or deliver the goods back to Seller, or a person authorized by him, without undue delay and not later than 14 days from the date, on which Buyer informed Seller about their decision to withdraw from the contract. Buyer shall pay the direct costs for returning the goods. Buyer shall be liable only for the reduced value of the goods caused by their testing, other than testing that is necessary to establish their nature, characteristics and good performance.
7.5. Buyer may contact Seller through any of the following methods to confirm that Buyer wish to cancel the Contract:
(a) Email. Buyer may email Seller at email@example.com expressing its explicit will to cancel the contract. Buyer shall provide its name, home address, details of the order and, where available, phone number and email address. You may use the Model Cancellation form, designated below. If Buyer use this option Seller will immediately return an e-mail confirming the receipt of the withdrawal notice.
(b) By post. Seller may use the following form and post it to us at the address on the form. Or simply write to us as that address, including the information required in the form.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To: Elektrosfera Ltd.,
Address : 7 Tsarigradsko Shose Blvd., 7th km, Building of BIC IZOT, floor 6, Mladost region, Sofia, Bulgaria
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate
VIII. PERSONAL INFORMATION
8.1. The Seller is qualified as a Controller of personal data under the meaning of the Bulgarian Personal Data Protection Act, having Personal Data Controller Certificate No: 116955. This section represents the Seller’s statement made in compliance with art.19, par.1 of the Personal Data Protection Act. Upon accepting this Terms Buyer declares that it is provided with the information under art.19, par.1.
8.2. When making the registration on the Seller’s website, placing order and/or signing a separate sale purchase agreement all Buyers communicate voluntary to the Seller some personal data, such as full name, e-mail address, country of residence, telephone.
8.3. Seller may use and process personal data for the following purposes: (i) to provide, operate, maintain, improve and promote Seller’s services and products; (ii) To send Buyers marketing materials, promotional offers, Newsletters. Buyer has the right, at any time, to reject to further receive e-mailed special event and marketing information, sales notifications or other messages from Seller by simply contacting firstname.lastname@example.org (iii) to process and complete transactions and send Buyers related information including purchase information, confirmations of purchase orders and invoices, including to bill and collect payments due to Seller; (iv) to send messages, including responses to Buyer’s comments and requests; provide customer service and support; and send Buyer technical notices, updates, security alerts, and support and administrative messages; (v) investigate and prevent fraudulent transactions, unauthorized access to the site, and other illegal activities
8.4. The Seller shall not disclose any personal information to third parties, except for the following circumstances and/or to the following persons: (i) when required by law; (ii) to any subsidiary or other affiliate to the Seller; (iii) to a buyer, contractor or partner in case of sale, merger, consolidation, liquidation, reorganization, or acquisition of Elektrosfera Ltd., any part thereof or of the business itself. However, Seller will secure any such acquirer to sign a confidentiality declaration/agreement prior to any such disclosure. (iv) Seller may share information, including personal data, with its third-party service providers or agents that Seller uses to provide hosting for and maintenance of its websites, application development, backup, storage, payment processing, analytics, shippers and other services. These service providers may have access to or process your personal information for the purpose of providing these services for Seller. We do not permit its third-party service providers to use the personal information that Seller shares with them for Seller’s marketing purposes or for any other purpose than in connection with the services they provide to Seller.
8.4. Each individual may request to access, correct, amend, or delete any of its personal data at any time, by contacting our Marketing department at email@example.com.
IX. LIMITED WARRANTY
9.1. Except as specified below, Products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s published specifications or other specifications accepted in writing by Seller for a period of two (2) years from the date of shipment of the products. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. Seller shall make the final determination as to whether its products are defective.
9.2. Seller’s sole obligation for products failing to comply with this warranty shall be, at its option, to either repair or replace where, within fourteen (14) days of the expiration of the warranty period, (i) Seller has received written notice of any nonconformity; (ii) after Seller’s written authorization, Buyer has returned the nonconforming product to Seller; and (iii) Seller has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse.
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SELLER WILL NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS.
X. LIMITED LIABILITY
10.1. Buyer shall not be entitled to, and Seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or installation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature.
10.2. To the extent permitted by law, Buyer’s recovery from Seller for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise.
10.3. Buyer will indemnify, defend and hold Seller harmless from any claims based on:
a) Seller’s compliance with Buyer’s designs, specifications, or instructions,
b) modifications of any products by anyone other than Seller,
c) use in combination with other products.
XI. TECHNICAL ASSISTANCE OR ADVICE
If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.
XII. CONFIDENTIAL INFORMATION
Unless otherwise agreed to in writing, Buyer shall retain in strict confidence and, except as otherwise expressly provided in these Terms, not use or disclose to others any and all information received from the Seller, including but not limited to know-how, compilations, processes, plans, blueprints, technical information, new product information, test procedures, product samples, or specifications as well as commercial and other information or data considered confidential in nature, whether communicated in writing or orally (Confidential Information); provided, however, that Confidential Information shall not be deemed to include (a) information that, at the time of disclosure, is in the public domain or becomes part of the public domain by publication or otherwise through no act of the party receiving it, (b) information that Buyer can conclusively establish was in its possession before the time of disclosure to it and was not acquired directly or indirectly from the disclosing party or any of its employees or affiliates, or (c) information that is independently made available as a matter of right by a third party who has not violated a confidential relationship with the Seller.
Buyer represents, covenants, and warrants that it will do nothing that will create any liability on the part of the Seller by reason of Buyer’s activities, other than as set forth in these Terms and Buyer shall indemnify, defend, and hold harmless the Seller from any claim, loss, damage, fine, judgment, cost, or expense (including, without limitation, attorney fees) arising from the negligence of Buyer, Buyer’s agents, employees or representatives in the installation, use, sale or servicing of Seller’s Products or arising from any representation or warranty made by Buyer, its agents, employees or representatives with respect to Seller’s Products that exceed Seller’s limited warranty.
XIV. INTELLECTUAL PROPERTY
The Seller shall be the exclusive owner of all patent or patent rights, trademarks, trade names, trade dress, and other trade designations, copyrights, and other industrial or intellectual property rights relating in any way to the Products or the Seller and all goodwill developed in connection with the same (Intellectual Property). Buyer may use the Intellectual Property in connection with the personal use of the Products only. If Buyer develops or acquires, directly or indirectly, any right in any of the Intellectual Property, it will immediately assign to the Seller all of its rights in it.
XV. TRADE DESIGNATIONS
The Products may bear various trademarks, trade names, trade dress, or other trade designations placed on them by the Seller (Trade Designations). Buyer acknowledges that the Seller is the sole and exclusive owner of all rights with respect to Trade Designations and covenants that no Trade Designations shall be (a) removed, modified, concealed, or covered by Buyer or (b) otherwise used without the Seller’s prior written consent. Nothing in this Terms shall be deemed as Seller’s granting any license to Buyer to use Seller’s name and trademarks.
16.1. Force Major
Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of the Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
16.2. Export Regulations
Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Buyer agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale of products.
16.3. Assignment and subcontracting
Seller shall be entitled at all times to assign its rights under these Terms (in whole or in part) or to subcontract any part of the work or services to be provided under the contractual relationships between the Seller and Buyer as it deems necessary or desirable.
16.4. Supervisory authorities:
The activity of the Seller, especially when it comes to individuals, is being supervised by the following authorities:
(i) Commission for Personal Data Protection of the Republic of Bulgaria:
Address: 2 Prof.Tzvetan Lazarov Str., Sofia
(ii) Commission for Consumer Protection of the Republic of Bulgaria:
Address: 4A Slaveikov Sq., fl.3,4,6, Sofia 1000
(iii) Commission for Protection of Competition of the Republic of Bulgaria
Address: 18, Vitosha Blvd., Sofia
Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address.
16.6.1. If any provision of these Terms is found to be invalid or unenforceable under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable.
16.6.2. Failure by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
16.7. Applicable law
Unless otherwise agreed in writing, all issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms, and or the sale of Products by Seller, Buyer’s or Buyer’s rights and obligations will be governed by, and construed in accordance with, the laws of the Republic of Bulgaria. Any dispute, controversy or claim arising under, out of or relating to these Terms or in any way related to the sale of Products shall be referred to the competent Bulgarian courts and finally settled in accordance with the Bulgarian legislation in force.
16.8. TERMS UPDATES
Seller may update these Terms from time to time. The Buyers are advised to check the current terms before placing an another order.
16.9. Company information
Antelope Audio is the trade name, under which the company Elektrosfera ltd., registered under the legislation of the Republic of Bulgaria with UIN: 131052590, is doing business and is worldwide known. The legally bound Seller under this agreement is Elektrosfera ltd., whose registered office and mailing address is at No: 7 Tsarigradsko Shose Blvd., 7th km, Building of BIC IZOT, floor 6, Mladost region, Sofia, Bulgaria, having UIC 131052590 and registered for VAT purposes with number BG131052590. We may also be contacted at the following e-mail: firstname.lastname@example.org, tel.: +359 2 43 96 970, and through our web page: www.AntelopeAudio.com.