1. GTC
    1. Subject of the terms and conditions:

    1.1. These general terms and conditions of sale regulate the obligations between WBE Containers EOOD, 2A Stara Planina Str., 9600 Balchik, Bulgaria (hereinafter referred to as “the seller”) and buyers of goods and products from the WB Engineering Containers product portfolio (hereinafter: the goods).

    1.2. These general terms and conditions of sale refer to the entire relationship between the seller and the buyer, unless otherwise agreed between them in individual cases. In case of uncertainty, only agreements made in writing are considered as other agreements. These general conditions of sale outweigh the buyer’s conditions of purchase, unless otherwise agreed between the buyer and the seller. Agreements with intermediaries and dealers are to be seen as a supplement to these general sales conditions and do not cancel them.

    1. Sales Program

    2.1. The seller may introduce new goods into the program or remove certain goods from the sales program without prior notice, but is obliged to deliver the goods for which he has already confirmed the order or to replace them with an equivalent product. The seller is free to install higher quality materials at no extra charge.

    1. Offers and Ordering

    3.1. The seller sends the buyer an order confirmation as well as an invoice for a down payment and a design of a floor plan. The order confirmation includes the scope of the work, as well as the quantity, price, delivery time and payment terms. The order is binding as soon as the down payment is made or after the buyer agrees to the order confirmation.

    3.2. If some data is missing, it is assumed that the contracting parties have agreed on the standard properties of the goods from the seller in this part.

    1. Prices

    4.1. Prices apply to the seller’s FCA warehouse, unless otherwise stated in the offer. In all cases, as well as in offers, order confirmations and invoices, and in determining the transfer of risk, the latest version of

    INCOTERMS, issued by the International Chamber of Commerce, Paris, shall apply.

    4.2. Standard packaging for road transport is included in the price. The seller charges separately the shipping costs of the buyer and other transport packages according to the data agreed in the order confirmation.

    4.3. The goods for which the seller confirmed the order should be delivered at the price valid at the time of order. The agreed price is valid for the terms agreed in the order confirmation. The seller has the right to change the terms of delivery in case of changes in quantities, plans, the type of delivery and its acceptance, specific characteristics or the planned application of the goods. He is also entitled to reimbursement of all costs incurred (including costs incurred in re-organizing the work in proceeding with additional costs) and possible damage caused by later changes to the order on the part of the buyer.

    4.4. All receivables in the country of the recipient of the goods, including taxes, duties, fees and more, are at the expense of the buyer, unless otherwise agreed in the order confirmation.

    1. Definition of the working day

    5.1. A »working day« means a period of 8 successive hours from 8:00 am on any day to 5:00 pm on the same day, every day of the week, Monday through Friday, inclusive.

    1. Delivery deadlines

    6.1. Informational delivery dates are indicated in the offer or the order confirmation issued by the seller.

    6.2. The seller and the buyer agree on a delivery time for each individual order. The delivery deadline is indicated in the order confirmation that the seller sends to the customer.

    1. Terms of payment

    7.1. The general terms of payment are 50% down payment when placing the order, 30% upon completion of the goods or if the delivery on order includes the arrival of the goods (payable at the beginning of unloading) and 20% at the end of the service. For mere delivery transactions: 50% down payment when placing an order and 50% when the goods are ready for collection or when they arrive. For orders over EUR 15,000 net, the buyer must send the seller a confirmation of solvency for the remaining 50% within 14 days from placing the order.

    7.2. In the case of other payment terms agreed upon in the confirmation of the order or in the contract between the seller and the buyer, the conditions specified in the confirmation of the order or in the contract shall apply.

    7.3. Payment is considered made when the money is properly credited to the seller’s account.

    7.4. In the event of late payment, the seller has the right to charge statutory interest and the general payment costs.

    1. Acceptance of goods

    8.1. If the goods are accepted at the seller’s registered office, the buyer must accept the goods in terms of quantity and quality before loading them in the vehicle. The buyer must request acceptance at least 2 days before the planned acceptance. The buyer’s carrier must register for acceptance in the internal logistics, shipping and transport department no later than 12 noon on the current business day if he wishes to take delivery of the goods by the end of the next day at the latest.

    8.2. If the buyer does not take delivery of the goods within 14 days of receiving notification that the goods are ready for delivery, the seller may claim 0.5% of the sale price for each started week of delayed payment to cover the costs incurred by seller due to the buyer’s delay in accepting the goods. If the buyer is delayed in accepting the goods, the risk of damage and destruction passes to the buyer from the day from the start of the delay.

    8.3. If the goods are picked up at the place specified in the bill of lading or the delivery receipt, the buyer must unload the goods within 4 hours and check the goods before or during loading. For transport damage, a protocol must be recorded to be signed by the transport company, the recipient of the goods and the insurance agent. Damaged goods must be photographed before or at the latest during unloading. The buyer or recipient of the goods should follow the instructions of the seller when unloading. The buyer must send the seller the complaint report, including photos, no later than 48 hours. Transport damage does not exempt from the obligation to pay on delivery.

    8.4. The goods must be unloaded according to the instructions of the seller.

    8.5. The buyer should complain about any visible defects immediately or within 3 days after receiving the goods. The rule in trade that applies to the inspection of goods and complaints about defects remain valid. If no claim is sent within 3 working days after delivery of the goods at the agreed place, the goods will be considered as delivered without defects.

    1. Reservation of ownership

    9.1. The goods remain the property of the seller until settlement of all liabilities of the buyer regardless of their reason.

    9.2. If the buyer acts contrary to the order confirmation or the contract, especially by delaying payment, the seller has the right to take the goods back. This does not mean that the seller has withdrawn from the contractual relationship unless explicitly stated in writing.

    1. Warranty

    10.1. The seller declares that all the materials used are first-class. The buyer should use the products with due professional care and in accordance with the seller’s instructions.

    10.2. The warranty does not apply to products that are damaged during transportation, due to improper assembly or use under conditions that are abnormal to the use of the materials and in the event of failure to comply with the seller’s instructions.

    10.3. The guarantee is initially valid for a period of 24 months. For electronic and electrical products and all built-in parts such as sanitary installations, etc., which are not related to the basic structure, the warranty period is 18 months.

    10.4. The warranty period for WBEK CONTAINER and CONTAINER SYSTEMS is 12 (twelve) months for corrosion protection in the normal corrosion category from the day of delivery, unless otherwise agreed.

    10.5. Slight color variations in larger container systems (more than 2 units) are production-related and are excluded from the warranty.

    10.6. The seller reserves the right to choose to replace the defective goods with new ones or to repair the defects in the original goods, or to offer compensation.

    10.7. In no event shall the Seller be liable for any costs that, in order to meet the requirements for compliance with the original warranty period, have exceeded the labor costs and materials required to repair the defective goods.

    10.8. The seller is not responsible for any costs incurred by the buyer due to warranty claims or defects.

    10.9. The complaint of a buyer relating to the liability of the Seller and guarantee ceases in case of buyer’s interventions, repairs or attempts to repair and also if unauthorised third parties carry them out. The spare parts will become the property of the seller. The seller is liable for repairs carried out on his part or by a third party authorized by him.

    10.10. The seller is given a basic period of 4 weeks to begin rectifying warranty claims.

    10.11. If the seller does not declare his willingness to make a replacement or is unable to make it, or if repairs carried out for the third time prove ineffective, the buyer has the right to withdraw from the contractual relationship or to demand a reduction in the agreed purchase price.

    10.12. The warranty excludes items or parts of items that are subject to rapid wear or damage or that are not treated in accordance with the instructions of the seller.

    1. Responsibility

    11.1. The seller is not responsible for damages that the buyer would suffer as a result of his delays in performing contractual obligations, especially due to incorrect or inaccurate data, specifications, projects or other information. The reimbursement of any possible costs, losses or damages that may occur to the buyer due to the above facts is excluded.

    11.2. The seller is not responsible for damages that are not directly inflicted on the goods, especially not for lost profits and/or other material and non-material damages of the buyer. The above limitation of responsibility does not apply if the damage was caused intentionally or by gross negligence and in the case of responsibility for the goods in accordance with the law, and this has been proved in a legally binding manner. If responsibility is excluded or limited, this also applies to the employees, employers, representatives and executive assistants of the seller.

    1. Force Majeure

    12.1. Circumstances such as force majeure, measures by public authorities and other events that cannot be prevented, canceled or avoided, i.e. circumstances beyond the control of the contracting party shall be considered as impossibility of performance for which the seller is not responsible. The absence of sheet metal, stone wool and panels from the world market, as well as the delay in transport caused by the transport company, are considered force majeure.

    12.2. If the fulfillment of contractual obligations becomes difficult or impossible due to such circumstances, the obligation is suspended for the period during which the performance of the contractual obligations is made difficult or impossible, if the resulting circumstances could not be prevented, canceled or avoided. Such circumstances release the contracting party from the fulfillment of obligations and from the obligation to pay damages during this time due to non-fulfillment of contractual obligations.

    12.3. The contracting party claiming inability to perform shall prove the existence of such circumstances that exclude its responsibility and inform the other party promptly and reliably when it itself is informed of the occurrence of such circumstances. In the same way, the party should inform the other party of the cessation of such circumstances that have caused the inability to perform.

    12.4. The inability to perform under this provision will be assessed in accordance with applicable legislation and judicial practice.

    12.5. If the circumstances persist for more than 6 months, the seller and the buyer agree to modify or cancel the contract or order.

    12.6. Seller shall not be responsible for delay in performance or non-performance of obligations under this contractual relationship if the delay in performance or non-performance is due to reasons beyond its reasonable control and if it occurs without fault or negligence, including but not limited to, the inability of suppliers, subcontractors or shippers, or the seller to fulfill their obligations under this agreement, provided that the seller sends to the buyer an immediate written notice with full details and reasons. The date of performance of obligations is extended by the time lost due to the emergence of such reasons.

    1. Withdrawal from the contract

    13.1. The seller has the right to withdraw from the contract if:

    – he is unable to fulfill the contractual obligations due to force majeure, strike or other circumstances that he did not cause;

    – the buyer exceeds the payment deadline agreed in writing by more than 7 days and fails to comply with the additional extended period;

    – due to gross negligence, the Contracting Party provides false information on its obligations, thereby endangering its ability to perform;

    In either of the two cases listed above, the buyer owes the seller all costs and loss of income.

    13.2. The buyer is entitled to withdraw from the contract if the seller willfully or due to gross negligence causes the delivery to be impossible.

    13.3. In the event of termination by the buyer that does not fall under the above mentioned point, the seller has the right to charge cancellation fees as follows: up to 6 weeks before the due fulfillment date, 25% of the order value; up to 4 weeks before the due fulfillment date, 50% of the order value; from 3 weeks before order fulfillment, 80% of the order value.

    1. Keeping a trade secret

    14.1. The contracting parties undertake to guard all data, which originate from the contract documents, and other data, which originate from the contractual relationship, as a trade secret for the duration of the contractual relationship.

    14.2. If there is a likelihood of significant harm to either party as a result of the disclosure of the trade secret, the data will continue to be kept confidential even after the expiry of the contractual relationship, in each case for at least 5 (five) years after the expiration of the contract.

    14.3. Designs, diagrams, calculations, formulas, instructions, lists, correspondence, protocols, contract documents and other data in materialized or non-materialized form are considered as trade secrets.

    14.4. According to this provision, the contracting party is liable for damages due to breach of trade secret (for material and non-material damage).

    14.5. The Contracting Parties may settle exceptions to this provision only by written agreement.

    1. Assignment of receivables and notifications

    15.1. The buyer undertakes not to assign any receivables against the seller to third parties without his prior written confirmation.

    15.2. The contracting parties agree that communications sent by appropriate means of communication (fax, email, etc.) are also considered to be in writing.

    1. Dispute settlement

    16.1. All possible disputes which may arise in connection with the valid conclusion, with the breach, termination and the legal relationships, and arising from this contractual relationship, shall be settled by mutual agreement. For

    • disputes that could not be resolved in this way, the court in Dobrich is competent. Bulgarian law shall apply, unless otherwise agreed.