General terms and conditions
GENERAL TERMS AND CONDITIONS OF CENTILLION LTD
When performing contracts and orders for manufacture and delivery
of electronic modules, products, systems and services
1. SCOPE OF THE GENERAL TERMS AND CONDITIONS
1.1 These General Terms and Conditions (GTC) for manufacturing and sale of electronic modules, products, systems and services (hereinafter referred to as DELIVERIES or PRODUCT) on behalf of CENTILLION Ltd. (hereinafter referred to as the CONTRACTOR) shall be binding both for the CONTRACTING ENTITY and the CONTRACTOR, unless the CONTRACTOR has explicitly set out different conditions in other documents (such as offers, contracts, etc.).
1.2 The GTC shall apply to all commercial transactions.
1.3 The GTC shall be applied in case the CONTRACTING ENTITY has explicitly and in writing accepted them, and if the CONTRACTING ENTITY is a retailer and has not objected immediately upon being informed about the GTC in writing, their consent to the GTC is presumed.
1.4 The CONTRACTOR shall provide the CONTRACTING ENTITY with these GTC together with their offer or upon signing a trade agreement. The provision thereof may be in the form of a link.
2. GENERAL PROVISIONS
2.1 These GTC are the only ones which shall apply when the CONTRACTING ENTITY and the CONTRACTOR set out their legal relations. The General conditions or terms of the CONTRACTING ENTITY shall apply only if the CONTRACTOR has accepted them explicitly and in writing. The Parties may deviate in whole or in part from these GTC if they have expressly agreed to do so in writing.
2.2 The CONTRACTOR shall retain indefinitely their intellectual property rights with respect to offers, proposals, technical and other documentation (hereinafter referred to as DOCUMENTS).
2.3 The CONTRACTING ENTITY may provide the DOCUMENTS to third parties only with the prior consent of the CONTRACTOR.
2.4 Items 2.2 and 2.3 shall also apply to DOCUMENTS of the CONTRACTING ENTITY, which have been provided to third parties, to which the CONTRACTOR has transferred the performance of certain DELIVERIES.
2.5 Each Party shall be entitled to use the other Party’s standard software and firmware, provided that it remains unchanged, that it is used within the agreed parameters and with the agreed equipment. Each Party may make only one backup copy of standard software owned by the other Party without the express consent of the latter.
3.1 At the request of the CONTRACTING ENTITY or on their own initiative, the CONTRACTOR shall send an offer for the DELIVERIES to the CONTRACTING ENTITY.
3.2 The parameters of the offer may be negotiated between the CONTRACTOR and the CONTRACTING ENTITY. If the CONTRACTING ENTITY does not agree with the parameters of the offer, they shall make a counter-offer to the CONTRACTOR. The offer is considered accepted when the CONTRACTING ENTITY and the CONTRACTOR do not have any different opinions on its parameters and have expressed this explicitly. The CONTRACTING ENTITY may accept the offer by submitting an order in accordance with the conditions and parameters thereof (item 4 of the GTC).
3.3.The Contractor may submit a new offer on the same inquiry, but it shall be applied for future orders from the CONTRACTING ENTITY. Unfulfilled orders at the time of submission of the new offer shall be subject to the conditions of the original offer.
4. PLACING AN ORDER
4.1 The CONTRACTING ENTITY shall send an order for DELIVERIES to the CONTRACTOR.
4.2 The parameters of each order may be negotiated between the CONTRACTOR and the CONTRACTING ENTITY, if there is a change in the circumstances under which the offer has been made and accepted.
4.3 The CONTRACTING ENTITY’s order shall contain at least the following parameters: production quantity, desired deadline, method of delivery, which Party shall be responsible for providing the materials, price, method and term of payment.
4.4 If they have not been the subject of the offer, other conditions not mentioned above may be included in the contract, after being additionally agreed to by the parties. These may include (but are not limited to) requirements for applicable standards, quality criteria, certificates and other supporting documentation, specific performance requirements, eligibility for cooperation or subcontracting, identification methods, traceability, packaging, storage and transport.
4.5 Upon receipt of the order, the CONTRACTOR shall confirm it within seven business days and shall set a deadline within which they can execute it or may propose changes in the parameters thereof.
4.6 All orders to be performed shall be confirmed by the CONTRACTOR in writing. Confirmed orders may be canceled in writing by the CONTRACTOR, provided that there are force majeure circumstances.
4.7 The CONTRACTOR shall reach an agreement with the CONTRACTING ENTITY on all necessary technical changes, as well as those that would lead to a change in the costs of the contract. The change is confirmed with an updated offer.
4.8Any change in the order or the establishment of non-compliance with the requirements of any of the parties shall be proposed and accepted in writing by both parties.
5. TECHNICAL DOCUMENTATION
5.1 The CONTRACTING ENTITY shall provide complete and up-to-date technical documentation for the execution of the order. All documents in the technical documentation must have an identification number, name and revision version.
5.2 The CONTRACTING ENTITY shall keep their technical documentation up to date and shall provide the CONTRACTOR with information about the changes therein free of charge. Any change in the PRODUCTS should be reflected in the documentation and should be provided to the CONTRACTOR with the next revision version. In case the change concerns current orders, it shall only be valid for the orders that are yet to be processed and shall be considered as an inquiry. The orders shall be reconfirmed with a new deadline, in accordance with the offer.
5.3 The CONTRACTOR shall create and maintain the current version of the production documentation, corresponding to that of the CONTRACTING ENTITY.
5.4 The CONTRACTOR shall keep the entire technical documentation provided by the CONTRACTING ENTITY, as well as any instruments or PRODUCT software, for a period of 5 (five) years as of the date of delivery of the last order.
6. MATERIALS AND EQUIPMENT
6.1 In the cases when the CONTRACTING ENTITY shall deliver the raw materials and equipment required for the execution of the order, the following shall apply:
6.1.1 The delivery of raw materials and equipment shall be at the expense of the CONTRACTING ENTITY. If necessary, the CONTRACTING ENTITY shall provide their own equipment, instruments and testing devices for the execution of the order. All these deliveries shall be certified by a delivery and acceptance protocol signed by both Parties.
6.1.2 The CONTRACTING ENTITY shall be obliged to inform the CONTRACTOR in advance if there are any specific storage requirements for the provided raw materials and equipment.
6.1.3 The CONTRACTOR shall notify the CONTRACTING ENTITY of any discrepancies in the quantity and quality of the received raw materials immediately upon acceptance, respectively upon establishing these facts. Deviations in quality or quantity shall be established by a protocol drafted by the CONTRACTOR. In the event of disagreement, the CONTRACTING ENTITY may assign an inspection to a specialized independent organization at their own expense.
6.1.4 Poor quality raw materials or supplies shall be returned to the CONTRACTING ENTITY or shall be discarded, upon consultation with the latter, with a protocol prepared by the CONTRACTOR. The costs of return and/or scrapping shall be at the expense of the CONTRACTING ENTITY.
6.1.5 Raw materials and supplies shall be delivered in quantities and in packaging suitable for the specific equipment of the CONTRACTOR.
6.1.6 The quantities of supplies and raw materials required for the execution of each specific order shall be increased by at least 3 (three) %. The same shall be observed when working within a framework contract.
6.1.7 When there are raw materials and supplies provided by the CONTRACTING ENTITY, all remaining quantities thereof not used by the CONTRACTOR for the specific order shall be returned to the CONTRACTING ENTITY, unless there are any other open orders or an annual order from the CONTRACTING ENTITY for the same or similar products for which the materials shall be used. The CONTRACTING ENTITY shall be obligated to provide the necessary materials before their expiration date if applicable. In cases the CONTRACTING ENTITY has no specific requirements, as well as in cases where no expiration date is specified by the manufacturer, a shelf life of up to 5 years for SMD components and up to 7 years as of the production date for Trough Hole components shall be considered for the storage and use of electronic components for Assembly.
6.1.8 In the event of any non-compliance with the terms for delivery of the supplies and raw materials required for the execution of one order or in the event of any need for a new delivery, the deadline for execution shall be extended with the time of the delay, respectively the time for the delivery.
6.2 When the CONTRACTOR delivers the necessary raw materials, supplies and equipment for the order, the terms shall be agreed for each order and shall include, but shall not be limited to, specification of materials, quantities, method of payment, currency differences and bank fees, delivery, storage and manner of storage.
6.3 The conditions under item 6 shall also apply when working under a framework contract.
7. ORDER EXECUTION
7.1 The place of order execution shall be the seat and the management address of the CONTRACTOR.
7.2 The CONTRACTOR shall perform one-off activities for the preparation of the execution – design of tools, devices and processes, programming of equipment, technical input control, preparation and loading of materials. All deliverables related to that shall remain the property of the CONTRACTOR.
7.3 The time for the preparatory activities shall be agreed with the CONTRACTING ENTITY, but may not be less than 10 (ten) business days.
7.4 As a rule, the CONTRACTOR shall only provide specified and jointly agreed characteristics of the assigned PRODUCT
7.5 The CONTRACTOR may execute the order in batches, upon prior agreement with the CONTRACTING ENTITY, which include the number, volume and terms of delivery of each lot.
7.6 With each delay in the execution due to changes or discrepancies with the order requirements, the term of execution shall be extended upon agreement with the CONTRACTOR.
7.7 All products, which during the performance are determined to be unfit through no fault of the CONTRACTOR, shall be handed over to the CONTRACTING ENTITY, and shall be paid for by the latter.
8. DEADLINES FOR DELIVERY, DELAY BY THE CONTRACTOR
8.1 The Parties shall agree on the delivery time for each individual order.
8.2 In the order confirmation, the CONTRACTOR shall specify the best and most accurate terms of delivery. Only deadlines confirmed in writing shall be binding.
8.3 In the event of serial DELIVERIES, the CONTRACTING ENTITY and the CONTRACTOR shall prepare an EA provisional time frame thereof in accordance with the volume of performance by the CONTRACTING ENTITY.
8.4 Compliance with the terms of delivery shall imply that the CONTRACTING ENTITY shall submit in a timely manner all documents that they need to, incl. permits, approvals and technical documentation, as well as compliance with the agreed terms of payment and fulfillment of other obligations on behalf of the CONTRACTING ENTITY. In case of non-compliance, the deadlines shall be extended upon written agreement between the two parties.
8.5 In the event that any circumstances arise due to which an order cannot be executed within the agreed deadline or volume, the CONTRACTOR shall notify immediately the CONTRACTING ENTITY thereof and the Parties shall agree on a new deadline or volume.
8.6 If, due to the CONTRACTING ENTITY, the shipment or delivery is delayed by more than one month after the agreed date, the CONTRACTING ENTITY may be charged storage costs for each subsequent month in the amount of 0.2 % of the price of DELIVERY, but not more than 5%. This should be without prejudice to the right of each Party to claim higher or lower storage costs.
8.7 When the CONTRACTING ENTITY requests long-term storage of the goods, subject to sale, the conditions shall be stipulated in a framework agreement.
9. DELIVERY CONDITIONS
9.1 The standard delivery conditions shall be EX WORKS (place of performance) INCOTERMS 2020.
9.2 Other delivery conditions, different from EX WORKS INCOTERMS 2020 may be negotiated additionally.
9.3 DELIVERY shall be considered completed by handing over the work done with a supply and delivery protocol from the CONTRACTOR to the CONTRACTING ENTITY or with handing over the work done, together with the transport documents from the CONTRACTOR to the carrier.
10. PRICE, PAYMENT, OFFSET, DELAY OF THE CONTRACTING ENTITY, SECURITY
10.1 The price amount or the amount due to the CONTRACTOR shall be agreed specifically for each type of PRODUCT, on an annual basis or for each specific order.
10.2 Prices are subject to delivery EX WORKS, INCOTERMS 2020, excluding transport packaging, VAT and bank fees.
10.3 The parties may agree on advance payment of all or part of the remuneration, upon request of the CONTRACTOR, for costs incurred by them to third parties related to the supply of equipment, tools, raw materials or supplies and design.
10.4 Payments by the CONTRACTING ENTITY for the order confirmed or executed by the CONTRACTOR shall be made upon presentation of an invoice, to the bank account specified in the invoice.
10.5 The CONTRACTOR shall issue an invoice within 5 business days from the execution of the specific order, and the CONTRACTING ENTITY must provide payment within 10 business days as of the date of issuance of the invoice or according to the specific offer.
10.6 The work with materials supplied by the CONTRACTOR shall remain property of the CONTRACTOR until the full payment of the amounts due to them, including, but not limited to, the agreed price.
10.7 If the solvency of the CONTRACTING ENTITY deteriorates after confirmation of the order, the CONTRACTOR shall be entitled not to perform the DELIVERY until the CONTRACTING ENTITY pays the price and costs of the CONTRACTOR or provides an acceptable security to the CONTRACTOR.
10.8 If the order is not executed through the fault of the CONTRACTING ENTITY or is refused by them and part of the work has already been performed, the CONTRACTOR shall be entitled to the relevant part of the agreed remuneration for the work, as well as reimbursement of all costs incurred for raw materials, supplies, equipment, instruments, testing devices, prototypes (samples), etc. for the entire order.
10.9 The CONTRACTOR shall be entitled to compensation if the execution of the order has become impossible in whole or in part due to defects in supplies and raw materials delivered by or purchased by order of the CONTRACTING ENTITY, as well as due to inconsistencies in the documentation provided by them. In order to retain their rights under this article, the CONTRACTOR shall promptly warn the CONTRACTING ENTITY of the established discrepancies.
10.10 If the CONTRACTOR has undertaken to perform installation or Assembly at a place specified by the CONTRACTING ENTITY other than the address and place of business of the CONTRACTOR, the CONTRACTING ENTITY shall bear all necessary costs in addition to the agreed remuneration, such as travel and transportation costs and expenses of the subcontractors of the CONTRACTOR.
10.11 In the event the CONTRACTOR bears the responsibility for the purchase of the necessary components for the execution of the order and there is a change of the prices by more than 5 %, the CONTRACTOR shall have the right to update the price.
10.12 In the event of any change of the dollar/euro exchange rates by more than 5 % (five percent) in the period between the date of the offer and the date of receipt of the order, it shall be applied to the price of the components. The ECB (European Central Bank) shall be used as a source of comparison of the change in the exchange rate.
11. PENALITES FOR DELAY
11.1 If the CONTRACTOR delays the execution of the assigned order due to their own fault, without any good reason and without having notified the CONTRACTING ENTITY thereof, they shall owe a penalty for delay amounting to 0.1 % of the value of the unfulfilled work, for every week of delay, but not more than 5 %.
11.2 In the event the CONTRACTING ENTITY pays with any delays the remuneration due according to the issued invoice, they shall owe a penalty for delay in the amount of 0.3 % per day on the amount due, but not more than 9 %.
12. FAULTY AND DEFECTIVE PRODUCT CLAIMS
12.1 The CONTRACTING ENTITY may submit a written claim to the CONTRACTOR in 10 (ten) business days after the acceptance of the DELIVERY. Claims after use or any exploitation are not considered.
12.2 The CONTRACTOR must consider the claim of the CONTRACTING ENTITY and take a decision about it within ten days after receipt of the complete information, including affected products for analysis.
12.3 In the event the claim is accepted, the CONTRACTOR shall, within a reasonable time, at their own discretion repair the product referred to in the claim at their own expense or offer a new service.
12.4 If an external independent analysis is necessary, the term shall be additionally negotiated.
12.5 If the CONTRACTING ENTITY or a third party eliminates the defect, the right of the CONTRACTING ENTITY to file a claim shall be terminated.
12.6 The CONTRACTING ENTITY shall not be entitled to file a claim for defects in the cases of: slight deviation from the agreed quality or quantity; failure to affect functionality, natural wear and tear or damage resulting from the risk of incorrect or careless handling (e.g. ESD) being passed on, excessive use, inappropriate equipment, incorrect or inappropriate installation or Assembly activities, and in cases of external influences that have not been foreseeable when taking over the order or due to non-reproducible software errors. The CONTRACTING ENTITY shall not be entitled to claim for defects caused by improper modifications or repairs performed by them or third parties, as well as for the consequences of such modifications or repairs.
12.7 The CONTRACTING ENTITY shall not be entitled to compensation for damages caused by a defect in the development and software of the product.
12.8 As an exception, in urgent cases, in the event of any danger of breach of safety during operation of the product and to protect against disproportionate damage the CONTRACTING ENTITY shall be entitled, when there is a risk of the defect worsening, to correct it, for which the CONTRACTING ENTITY shall notify the CONTRACTOR in a reasonable period of time. THE CONTRACTING ENTITY shall have the right to require that the CONTRACTOR shall beat necessary costs incurred in case it is proven that the defect is due to a fault on behalf of the CONTRACTOR.
12.9 The CONTRACTING ENTITY shall not be entitled to retention or offset if their claims are accepted.
12.10 If the claim is unfounded the CONTRACTOR shall be entitled to request from the CONTRACTING ENTITY compensation for the incurred costs.
12.11 Claims for compensation to the CONTRACTING ENTITY due to a defect in the materials supplied by them shall be excluded. This shall not apply in case of intentional or grossly negligent concealment of the defect, as well as in case of non-observance of the term of use by the CONTRACTOR.
13. LIMITATION OF CONTRACTOR’S LIABILITY
13.1 The CONTRACTING ENTITY shall not be entitled to compensation for indirect damages.
14.1 The CONTRACTING ENTITY and the CONTRACTOR shall agree not to use the shared information for any other purpose. This shall apply to both the technical and commercial information shared.
14.2 Both parties shall not disclose to any third parties any information related to each other’s business unless that information is publicly available or well known. Both parties shall be obliged to restrict third parties’ access to such information. Both parties shall be entitled to continue to use know-how related to joint work, as long as it is not the subject of intellectual property.
All project data created by the CONTRACTOR and provided to the CONTRACTING ENTITY cannot be used by and provided to third parties without the written consent of the CONTRACTOR.
14.3 Both Parties shall retain their respective intellectual property rights such as copyrights, patents, trademarks, as well as in cases of granting or access to third parties.
14.4 Both Parties shall be obliged to create conditions for confidentiality, which shall also be binding for their employees.
14.5 Each Party shall be obliged to return all confidential documents or materials upon request and shall not be entitled to keep copies of them.
14.6 In order to settle the relations between the two Parties, in connection with the protection of information, personal data and commercial information, before the beginning of their joint work, the Parties shall sign a Confidentiality Agreement.
15.1 The products manufactured by the CONTRACTOR may be subject to control during shipment by Bulgarian and foreign control authorities in connection with international embargo regulations. The CONTRACTING ENTITY shall be responsible for compliance with national and international export regulations. The CONTRACTING ENTITY shall be obliged to comply with all requirements and restrictions related to the re-export.
16. APPLICABLE LAW AND JURISDICTION
16.1 These GTC and the related contracts and transactions shall be subject to the Bulgarian law, with the application of the United Nations Convention on Contracts for the International Sale of Goods excluded.
16.2 A provision of these GTC, which contradicts an imperative norm of the applicable law, shall automatically be replaced by the latter.
16.3 The invalidity of one or more provisions of these GTC shall not in any way affect the validity of the others.
16.4 In case of discrepancies in the translation of these GTC, the Bulgarian language shall prevail.
16.5 All disputes between the Parties shall be settled by mutual agreement, in a spirit of understanding and good cooperation. All disputes arising from these GTC or a transaction related to these GTC, including disputes arising from or relating to their interpretation, invalidity, performance or termination, as well as any disputes over filling gaps in them or adapting them to new circumstances, will be finally resolved by the Arbitration Court with the Confederation of Employers and Industrialists in Bulgaria by an arbitral tribunal of three arbitrators in accordance with the rules of arbitration of this arbitral tribunal.
17. FINAL PROVISIONS
17.1 The Parties shall exchange information of any kind at an address, by telephone or by e-mail at the addresses normally used in their business activities, as well as through persons who are normally or by virtue of their official duties charged with receiving correspondence in the ordinary course of business activity of the respective country.