GENERAL TERMS AND CONDITIONS OF SALE

1.         DEFINITIONS

‘The Company’ means TELETEK ELECTRONICS JSC and where the context so admits or requires their employees and authorized sub-contractors.

‘The Buyer’ means the person, form or company ordering the Equipment from the Company, including OBLs and Distributors of the Company.

‘The Distributor’ means a Buyer who purchases and markets on the Territory the Equipment under the trademark/ brand label of the Company.

The OBL’/ The Own – Brand Labeller’ – means a Buyer who purchases Equipment from the Company and places the Equipment on market under his own name or trade mark/brand label.

The Contract’ means the contract for sale and purchase of the Equipment and/or the licensing of software made between The Company and the Buyer as well as the contract concluded with the OBL.

'Documentation' means all software, technical information and data (including the Software and any documentation for the Software) which is provided to the Buyer howsoever recorded.

‘The Site’ means the location at which the Equipment is to be installed.

The ‘Software’ means any computer program or suite of computer programs, howsoever recorded comprised in or supplied for use with the Equipment.

'Special Conditions’ means any terms set out in the Contract, in any quotation or acceptance of order and in the event of any inconsistency between these Conditions and the Special conditions the Special Conditions shall prevail.

‘The Equipment’ means all and any of the equipment or systems detailed on the acceptance of order but excluding any software whatsoever.

‘The Territory’ means the territory agreed in the Contract on which the Buyer has right to market the Equipment.

‘Force Majeure Event’ shall mean any unforeseeable or unpreventable event of extraordinary character that occurs after the signing of the Contract which event renders the performance of obligations undertaken hereunder impossible, including but not limited to: acts of God, riots, insurrection, commotion or disorder, war, invasion, civil war, acts of terrorism, earthquakes or any other operation of the forces of nature, governmental restrictions, nation-wide or wide-spread strikes, embargoes, judicial or government action, acts of civil or military authority.

The Company’s website’ means the website: https://teletek-electronics.com.

2.               APPLICATION, QUOTATIONS AND ORDERS

2.1            All Contracts are entered to upon these Conditions only. These Conditions and Special Conditions (if any) shall prevail over any inconsistent terms, conditions, warranties or representations referred to in the Buyer's order or in correspondence or elsewhere and any terms, conditions, warranties or representations to the contrary are hereby excluded. No variation or waiver of or addition to the Contract shall be binding unless expressly agreed or confirmed in writing and signed by a Director of The Company or by a person duly authorized by him;

2.2            Any other Buyer’s terms and conditions shall not be applicable except if they are explicitly and written confirmed by the Company.

2.3            The Conditions shall also apply to any subsequent agreement between The Company and the Buyer for the sale and purchase of spare parts or upgrades or other equipment;

2.4            An order placed by the Buyer shall constitute an offer subject to these Conditions and any Special Conditions. Acceptance of such order (which shall constitute the Contract) shall be by written acceptance of The Company or by delivery.

3                 PRICES

3.1            The price(s) payable for the Equipment shall be the price(s) ruling at the date of dispatch unless otherwise stated in the Contract.

3.2            All prices are and shall be paid in EURO and are exclusive of the costs of carriage packing insurance, VAT and any other applicable taxes, which shall be paid by the Buyer, unless otherwise quoted for in the Contract.

3.3            The Buyer shall pay all customs, import, excise and other similar duties (if any) and taxes payable in respect of the Equipment and all freight and insurance thereon and shall also obtain any licenses, authorizations, permissions or other documents and comply with all formalities required by the law in order to secure the importation of the Equipment into the Territory and in order to distribute the Equipment in accordance with its obligations under the Contract.

3.4          Unless otherwise stated in the Contract, all prices for any other products and services provided by the Company to the Buyer shall be according to the actual Company’s Tariff.

3.5            The Company reserves its right to change the prices from time to time after informing in writing the Buyer.

4.               PAYMENT AND CANCELLATION

4.1            Unless otherwise stated in the Contract, the Buyer shall pay the first three orders (invoices) in advance. After that the parties hereto can agree on the way of payment with an additional agreement signed between them based on a credit report of the Buyer ordered by the Company.

4.2            The Company reserves the right to charge daily interest on overdue amounts (as well before time as after judgment) without prejudice to any other of its rights, at a rate of 0,1% per day on the amount due.

4.3            If the Buyer shall at any time default in payment of the price on the due date or if the Buyer's credit standing is at any time in the option of The Company impaired for any other reason The Company may without prejudice to any other of its rights:

a)      Demand immediate payment for so much of the equipment or the Software as had been delivered to the Buyer; and/or

b)      Withhold all deliveries of the Equipment or the Software, any other products to be supplied to the Buyer under any other contract and any spare parts until such payment is made in full; and/or

c)           Supply the Equipment or the Software on such terms as to payment as the Company may require.

4.4            The Company may accept cancellation of the Buyer`s order up to 14 days before the dispatch of the Equipment upon payment of a cancellation tax.

4.5            Additional charges shall be made where the Equipment is custom designed or is adapted or upgraded to meet the Buyer`s special requirements or where the Equipment is a subject of a Contract with OBL.

5.               DELIVERY, RISK AND TITLE

5.1            Unless otherwise stated in the Contract, the Equipment shall be delivered EXW (Incoterms 2010) Company’s warehouse in Sofia, Bulgaria.

5.2            The risk of accidental loss and/or damage to the Equipment as well as the risk of any costs which may arise in connection with the Equipment, including the costs of its storage, shall be transferred to the Buyer at the agreed time of delivery of the Equipment, or to a courier, а carrier or a shipping agent of the Buyer, which receives the Equipment at the agreed time of delivery.

5.3            The delivery made shall be certified by a signed two-way dispatch note/ an acceptance and transmission protocol/ a receipt or other written document of equal value; the delivery of a courier, carrier or forwarding agent to the Buyer shall be certified by the relevant transport document.

5.4            The parties can agree Special Conditions for the delivery, including CIP, FOB or FOB Airport or on the basis of any other relevant trade terms the meaning of such term contained in ICC Incoterms (2010) shall apply to the extent that it is not inconsistent with any of the Conditions or the Special Conditions. Risk shall be as provided in the relevant trade term.

5.5            If the price includes costs of carriage, The Company shall select the route and means of transport for delivery and, subject to p. 5.4, The Company shall deliver at the Site (if named in the Special Conditions) or otherwise at the Buyer's premises.      

5.6            The parties can agree individual method of delivery in the Contract depending on agreed conditions, including the quantity of the purchased Equipment.

5.7            Delivery dates and any dates for installation or for acceptance are approximate only and shall not be of the essence of the Contract. The Company shall be under no liability for any loss, injury, damage or expense consequent upon any delay in adhering to any such date from whatever cause including its negligence. Delay shall not entitle the Buyer to cancel any order or to refuse to accept delivery of all or any of the Equipment or the software or of all other equipment pursuant to any contract between The Company and the Buyer.

5.8            If the Buyer fails to accept delivery on the date delivery is offered the Buyer shall pay all costs and expenses of storage and any additional costs of carriage and any other costs or expenses incurred. The Equipment shall for all purposes be deemed to have been delivered to the Buyer on the date of the first attempted delivery of the Equipment and may be invoiced to the Buyer accordingly.

5.9            The Company reserves the right to deliver in more than one delivery.

5.10         The Buyer shall notify The Company and the carrier in writing within 3 days of delivery of any damage or shortage, failing which The Company will accept no liability for damage or loss.

5.11         The Buyer shall notify The Company in writing if delivery has not been made within 28 days or receipt of notice that dispatch has been made, failing which The Company will accept no liability for damages or loss.

5.12         The Company shall not be liable for failure or delay in performing any of its obligations by reason of a Force Majeure Event.

5.13         In case of a Force Majeure Event the Party affected by the Force Majeure Event shall undertake all reasonable efforts and measures in order to mitigate any possible losses and damages suffered, as well as shall notify the other party in writing within one week as of the date of occurrence of the Force Majeure Event. Lack of financial resources shall not be considered to be a Force Majeure Event.

5.14         In case that a differed payment was not approved by the Company for the purchase of the Equipment by the Buyer until payment in full has been received by The Company for the Equipment and any other goods supplied under this or any other contract between the Buyer and The Company:

a)           the Buyer will not remove the Equipment, or allow it to be removed, from the Site or from the premises of the Buyer; and

b)          the Buyer will keep the Equipment in good condition and complete and marked as the property of The Company and will not allow the Equipment to become the subject of any charge or lien, whether by operation of law or otherwise or purport to sell (or otherwise seek to dispose of or to transfer) the Equipment and will allow inspection of the Equipment by The Company at reasonable times;

c)           The Company shall be entitled to enter upon the Buyer's premises and repossess the Equipment at any time; and

d)          The Company may maintain an action against the Buyer for such total price notwithstanding that title to the Equipment has not passed or that the Contract has terminated.

6.         TRAINING

Depending on the Equipment purchased under the Contract, the Company shall provide training and instructions to the Equipment to such numbers of the Buyer's personnel as the Company considers necessary to enable the Buyer to carry out its obligations under the Contract, such training and instruction to take place at such location(s) and time(s) as the Company shall reasonably specify in the Contract and/or other document related to the Contract.

7.               WARRANTY AND SHORTAGE

7.1.            Unless other stated in the Contract, the Company warrants that the Equipment shall minimum for twelve (24) months from the date of delivery be free from defects in design, workmanship and materials (other than defects attributable to ordinary wear and tear) and, where applicable, shall meet the specifications referred to in the Special Conditions.

7.2.            The Company warrants that the software shall for three (3) months from the date of delivery conform to its published specification (although no warranty is given that use of the software will be uninterrupted or error free) and if it does not, The Company shall, as its option, replace the software or correct it so that it conforms to the specification.

7.3.           Subject as herein provided, the aggregate liability of The Company in contract, for negligence or otherwise shall in no event exceed the price payable or paid by the Buyer for the Equipment and/or the Software and performance of either one of the options under the above warranties shall constitute an entire discharge of The Company's obligations under the above warranties.

7.4.           The above warranties are conditional upon the Buyer:

a)               Providing The Company with written notice of the alleged defect within the warranty period and following the procedure under p. 7.5.;

b)               Affording The Company reasonable opportunity to inspect the Equipment on Site or return the Software;

c)               Installing, using and maintaining the Equipment and/or the Software in accordance with any instructions or recommendations of The Company and not subjecting the Equipment and/or the software to misuse, abuse, neglect, accident, improper alteration or modification or negligence in use, storage, transportation or handling;

d)               As regards defects in design the design in question not having been made, furnished or supplied by the Buyer.

7.5.           The Buyer shall follow the following procedure in order to inform the Company for defects of the Equipment or the Software during the warranty period:

7.5.1.      The Buyer shall fill the RAN Form published in the Company’s website and shall follow all the instructions written on the Company’s website.

7.5.2.      After receiving the RAN Form the Company shall return to the Buyer a Return Authorization Number (RAN) within 24 hours after receiving the RAN Form.

7.5.3.      When receiving the RAN, the Buyer shall dispatch at its own cost the Equipment with the proper documents checked and confirmed by the Company.

7.5.4.      The RAN number shall be written in all the documents accompanying the Equipment and on each carton of the shipment.

7.6.           After receiving the returned Equipment or when inspecting the Software, the Company shall apply technical diagnostics to the Equipment under the Company’s internal rules for technical diagnostics in order to determine the claimed defect as well as the reason caused the defect.

7.7.           When the result of the technical diagnostics shows that the Equipment has a defect in design, workmanship or materials (other than defects attributable to ordinary wear and tear) and this defect has not been caused by the Buyer’s fault, the Company:

7.7.1.      Shall repair or replace at Company’s discretion the defected Equipment (or part/s of it) within 45 working days after the receipt of the goods, and

7.7.2.      Shall send back to the Buyer all the repaired Equipment at the Company’s cost

7.8.           When the result of the technical diagnostics shows that the Equipment has a defect, but the defect has been caused by the Buyer’s fault, including when not observing the condition under p. 7.4.c., the Company:

7.8.1.      Shall repair the defected Equipment at the Buyer’s costs.

7.8.2.      Shall send back to the Buyer all the repaired Equipment at the Buyer’s costs.

7.9.           In case the warranty period under p. 7.1. has been expired, the conditions under p.7.8. shall be applicable.

7.10.        In case the technical diagnostics under p. 7.6 shows that the defect has been caused by non-fulfillment of the Buyer’s obligations under the warranty conditions and it is not possible to repair the Equipment and/ or Software, the Company sends back to the Buyer the Equipment at the Buyer’s costs.

7.11.        The Buyer shall pay all costs of technical diagnostics under p.7.6., repair or replacement in all cases under p.7.8, p.7.9 and p.7.10 in accordance with the Company’s Tariff, provided to the Buyer.

7.12.        The above warranties may not be assigned without the prior written consent of The Company.

7.13.        In cases when the delivery has been made under the conditions of p.5.1. and p.5.2., the Buyer can claim shortage in the number of Equipment as well as any other observations related to the quantity and/or the packaging of the Equipment only at the delivery time. The Company shall not accept such claims made by the Buyer after the delivery time.

7.14.        In cases when the delivery has been organised by the Company, the Buyer can claim shortage in the number of Equipment as well as any other observations related to the quantity and/or the packaging of the Equipment by submitting a written claim to the transportation document with which receives the goods and respectively immediately to inform the Company within 2 days of the date of the respective delivery date.

7.15.        In case the Buyer claims non-delivery of any order, written notice shall thereof must be given to the Company by the Buyer within 14 days of the date of dispatch as same would be notified by the Company with in its delivery advice note.

7.16.        In the absence of such claims as required in p.7.13, p.7.14 and p.7.15, it shall be deemed that the Equipment is delivered in accordance with the agreed conditions under the Contract. In any event the Buyer shall not be entitled to refuse to accept delivery by reason only of short delivery.

8.               LIABILITY    

8.1.           The Company does not exclude liability for physical loss of, or damage to, the property of the Buyer which is directly attributable to The Company's breach of contract, negligence or other cause (to the extent the law does not permit such liability to be excluded) provided that in no case shall the amount of such liability in respect of any one incident or series of incidents arising from a common cause exceed 10 000 EURO.

8.2.           The Company shall have no liability to the Buyer in respect of any defect or malfunction in the Equipment, the Software or the Documentation or other breach of contract of whatsoever nature or other default or negligence on the part of The Company, its employees, sub-contractors or agents and all condition, warranties, terms or representations whether express or implied statutory or otherwise are hereby excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, The Company shall not be liable to the Buyer for any indirect or consequential loss or damage of any kind including any loss of business, contracts, profits or anticipated savings.

8.3.           The Buyer shall indemnify and keep indemnified The Company in respect of any loss or damage whatsoever arising from the claim of any person against The Company in relation to the Equipment and/or the Software, subject of the Contract with the Buyer, and against all associated damages, losses, costs and expenses.

8.4.           The Company shall indemnify the Buyer against all claims and proceeding arising from infringement (or alleged infringement) of any patent, design, copyright or trade secret, by reason of the Buyer's use or possession of the Equipment or the Software. As a condition of this indemnity the Buyer shall:

a)        Notify The Company promptly in writing of any allegation of infringement;

b)       Make no admission relating to the infringement;

c)        Allow The Company to conduct and settle all negotiations and proceedings and give The Company all reasonable assistance in respect thereof.

8.5.           If at any time an allegation of infringement of patents, design, copyright or trade secret is made, The Company may at its own expense modify the Equipment or the Software so as to avoid the infringement or may replace the Equipment or the Software so it becomes non-infringing.

8.6.           The indemnity in p. 8.4 does not apply to infringements occasioned by:

a)        Modification to the Equipment or the Software not authorized by The Company;

b)       Use of the Equipment or the Software in combination with other products not supplied by The Company; or

c)        designs or specifications made by or to the order of the Buyer or the Buyer's customers;

8.7.           The Buyer shall indemnify The Company against claims, proceedings and expenses arising from any such infringement as mentioned in p. 8.6.

8.8.           The indemnity in p. 8.4. does not apply to all claims and proceeding against OBL arising from infringement (or alleged infringement) of OBL’s trade mark / brand label/ the Equipment under Contract with the OBL has been branded with.

9.               SOFTWARE LICENCE

9.1.           The Buyer agrees and acknowledges that The Company or the licensors of the Software have and shall retain all right, title and interest including copyright and any other intellectual property rights in and to the Software and the Buyer shall to obtain only such rights as are specifically provided or referred to in these Conditions, any Special Conditions, or in any specific software license agreement.

9.2.           If the Special Conditions provide that a specific software license agreement applies the Buyer shall enter into Agreement as a condition of delivery.

9.3.           In the absence of any such agreement, supply of the Software to the Buyer as an end user shall be deemed to confer upon the Buyer a non-exclusive non-transferable paid up license or sub-license from The Company or the licensor of the Software (as appropriate) to the use of the Software and Documentation only on the Equipment upon and subject to these Conditions and in particular the following Conditions 9.4 to 9.10.

9.4.           The Company shall supply the Buyer with a single copy of the Software in machine readable form and the Buyer shall not make or cause to be made any copy, reproduction, translation, adaptation, variation, version or modification of the Software (other than copies for back-up use and archival purposes) without the prior written consent of The Company.

9.5.           The Buyer shall keep the Software and the rest of the documentation and all and any copies of the Software and the rest of the Documentation in whatever form at all times within its own control and shall take all steps necessary to ensure that such materials do not come into other hands whether by loan or theft or otherwise.

9.6.           No right or license granted to the Buyer in respect of the Software shall be assigned, sub-licensed or transferred or otherwise dealt with in any way without the prior written consent of The Company.

9.7.           All and any rights and licenses granted to the Buyer in respect of the Software (and any other software supplied by The Company to the Buyer) shall terminate automatically without the need for notice on the part of The Company in the event of the termination of the Contract for any reason.

9.8.           Should the Buyer fail to comply with any of the Conditions or the Special Conditions relating to the Software or the rest of the Documentation (and if capable of remedy fail to rectify such non-compliance within 30 day of written notice of it) or upon the occurrence in relation to the Buyer of any of the events specified in p. 11.1 (b) then (and in any such case) The Company reserves the right to give written notice to the Buyer terminating all and any rights and licenses granted to the Buyer in respect of the software (and any other software supplied by The Company to the Buyer with immediate effect).

9.9.           In the event of termination of the rights and licenses granted to the Buyer in respect of the Software howsoever arising the Buyer shall return to The Company or destroy (as The Company shall direct) the Software, the Documentation and all copies (in whole or in part) of the Software and (where required by The Company certify that to the best of its knowledge a such copies have been returned or destroyed.

9.10.        The Buyer shall not remove, cover, deface or alter any trade mark, trade name or copyright notice guarantee or their statement or marking affixed or applied by The Company on or to (or incorporated in) the Equipment, the Software or any related technical or promotional material or packaging, except for the trade mark of the Equipment subject of a Contract with OBL.

9.11.        Supply of the Software to the Buyer when not an end user shall not confer on the Buyer any right, license or interest in the Software and the Buyer shall not supply the Equipment or Software to any person without first obtaining from that person a signed software license agreement in the form required by The Company and p. 9.10 shall also apply. Conditions 9.5 and 9.9 (in the case off termination of the Contract) shall apply to Software and Documentation in the Buyer's possession.

10.             CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

10.1.         The Buyer shall keep and shall procure that its directors, employees and agents shall keep confidential and shall not copy or part with possession of (save as provided in p. 9.11) or otherwise disclose in any manner to any other person any of the Software or information relating to the Equipment or any other of the Documentation including drawings, descriptions, part lists and other technical or promotional material supplied by The Company or any part of such information or material.

10.2.        The Buyer shall use its best endeavors to protect all intellectual property rights in the Equipment and the Software and other documentation and shall promptly inform The Company of any infringement or suspected infringement of such rights which may come to its attention.

10.3.        All copyright and any other intellectual property rights in the Equipment, the software of the Documentation are and shall remain the exclusive property of The Company or its supplier (as the case may be). If any intellectual property rights are created in the performance of the Contract they shall be the exclusive property of The Company.

10.4.        The Company’s registered trademarks are exclusive property of the Company and the Buyer shall not remove them, tamper with or obliterate them from the Equipment or its packaging or labeling or to market the Equipment under any other name(s) or mark(s), or to make any other alteration or change to the Equipment or their packaging or labelling. This Condition shall not be applicable in Contracts with OBL.

10.5.        The Buyer shall promptly bring to the attention of the Company any improper or wrongful use in the Territory of the Company's name, trade mark, or trade name or other industrial or intellectual property rights of the Company relative to the Products which may come to its notice and shall assist the Company in taking all necessary steps to protect and defend such rights.

10.6.        The Buyer shall have no right without preliminary written approval of the Company:

10.6.1.   To enter into such trade name or trade mark user agreement or other instrument relative to the grant of the right to use such trade name or trade mark as may be required by the Company;

10.6.2.   To apply for or otherwise seek registration in the Territory of the Company's name or any other trade name or trade mark applied to the Equipment or of any name or mark not significantly different there from;

10.6.3.   To challenge or otherwise contest the validity of any registration or use by the Company of any such name or mark in the Territory

10.6.4.   To copy, register or attempt to register, or use in any form whatsoever any other intellectual property of the Company, including, but not limited to: software and/ or other object protected by copyrights, patents, industrial designs, know – how or any other protected object of the Company;

10.6.5.   To disclose to any third party any know – how provided by the Company under the Contract.

10.7.        At the request and expense of the Company the Buyer shall assist the Company in taking all necessary steps to obtain registration in the Territory of any trade name or mark.

10.8.        All goodwill and other rights arising in any such name or mark in the Territory in the course of this Agreement shall be and remain the full exclusive beneficial property of the Company (the Buyer having no interest in such property save by virtue of the rights granted to it under this Agreement) and to the extent such property does not automatically vest in the Company it shall be held by the Buyer on trust for the Company and the Buyer hereby agrees and undertakes with the Company promptly upon request to execute and do all such documents and things as may be necessary or proper to prove the Company's title to such property.

10.9.        The provisions of this clause 10 shall survive the expiration or termination of the Contract for any reason whatsoever. However, it is explicitly agreed that upon termination of the Contract by any reason whatsoever, the Buyer shall immediately cease to use any trademarks of the Company, unless when it considers to Products sold to the Buyer under the Contract and prior to its termination.

11.             TERMINATION

11.1.        If the Buyer:

a)         Shall fail to make any payment when due or shall breach any provision of the Contract; or

b)         Shall cease or threaten to cease to carry on business, or shall suffer the appointment of a receiver of the whole or any part of its assets, or if an order shall be made or a notice be issued convening a meeting of shareholders to consider the passing of a resolution for winding-up or in any other similar cases.

c)        Be guilty of fraud or misconduct; or

d)    Dispose of all or a substantial part of its business involving the distribution of the Equipment or become the subsidiary or holding company of any company selling products in competition with the Equipment or if any subsidiary or holding company or subsidiary of any such holding company shall engage in selling such competitive products, the Company may give written notice to the Buyer terminating the Contract forthwith.

11.2.        Termination of the Contract howsoever arising shall be without prejudice to the rights and liabilities of either party which may have accrued on or at any time up to the date of termination or any of the provisions of the Contract (such as those relating to confidentiality and intellectual property rights) which are of a continuing nature.

12.            EXPORT CONTROL

12.1.        The Buyer undertakes to comply with Bulgarian export control laws including without limitation:

12.1.1.   Not to use any Equipment or any Software;

12.1.2.   Not to sell or otherwise dispose of any Equipment or license any Software directly or indirectly to any other person for use for any prohibited purposes.

12.2.        The Buyer undertakes to enquire as to the end use of any Equipment or any Software that it sells or otherwise disposes of including making all enquiries as would be made by a prudent businessman to confirm that the Equipment or any Software will not be used for Prohibited Purposes.

12.3.        The Buyer undertakes to indemnify The Company in full and on demand from any claim, cost expense, loss or liability which The Company may suffer or incur in connection with the use of sale of other disposal of any Equipment or any Software contrary to the export control laws of Bulgaria.

 

13.            ASSIGNMENT

13.1.        The Company shall have the right to assign or otherwise delegate all or any of its rights and obligations under the Contract to any associated company, being a company, which is related to the Company by virtue of its being a subsidiary or holding company or their sharing a common holding company, or to any other person upon notification to the Buyer.

13.2.        The Buyer shall not assign, delegate or otherwise deal with all or any of its rights and obligations under this Agreement nor appoint any sub-distributor without the Company's prior written consent.

14.            GENERAL

14.1.        The failure on the part of the Company to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

14.2.        All recommendations and advice whether oral or written given by or on behalf of The Company to the Buyer as to any methods of using or applying the Equipment or the Software and the purposes to which the Equipment or the Software may be applied are given without liability on the part of The Company.

14.3.        All drawings, photographs illustrations, specifications, performance data, dimensions, weights and the like, contained in any  literature or other material supplied  by The Company under or in  connection with the Contract or otherwise communicated to the Buyer are provided or made by The Company in the belief that they are as accurate as reasonably possible, but except for current Software specifications published by The Company, they do not constitute a description of the Equipment or of the Software, nor shall they be taken as representations by The Company nor are they warranted to be accurate.

14.4.        No relaxation, forbearance, delay or indulgence by The Company in enforcing any of the terms of conditions of the Contract or the granting of time by it to the Buyer shall prejudice, affect or restrict is rights and powers under the Contract.

14.5.        The Buyer shall not assign, transfer, change or otherwise deal with the whole or any part of the Contract without the prior written consent of The Company.

14.6.        A signed Contract between the Company and the Buyer shall not be deemed to constitute a partnership between the Company and the Buyer nor shall the Buyer be taken to have any authority to bind or commit the Company nor shall the Buyer be taken to have authority to act as the Company's agents or in any other capacity other than Buyer of the Equipment.

14.7.        If any of the provisions of these General Terms and Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire General Terms, but rather the entire General Terms shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations Buyer and Company shall be construed and enforced accordingly.

14.8.        Any notice or invoice to be given hereunder shall be given by sending the same by pre-paid first class post, or by facsimile transmission to the principal place of business of the relevant party or to such other address as such party may have notified to the other for the purpose.

14.9.        Unless other stated in the Contract all disputes that may arise by the fulfillment of the Contract and cannot be settled between the parties by negotiations, shall be referred to Bulgarian law. Unless other stated in the Contract, all disputes, arising from the Contracts or related to them, including those arising from or concerning their interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in the Contracts or their adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for Litigations, based on arbitration agreements.