Terms and Conditions

General Terms Of Remel JSCo. For The Delivery Of Goods And Services

And For Making Offers

1. General

(1) Deals and agreements regarding the delivery of goods and services and regarding offers, are subject exclusively to these terms and conditions, that are applicable exclusively for counter parties in their capacity as traders contracted dealers according to art. 1 from the Bulgarian Commercial Act .

(2) These general terms exclude the application of any general or additional terms used by Remel JSCo.’s counter parties.

(3) The current general terms are considered an inseparable part of any deal and a copy of the general terms shall be attached to every contract and signed by the other party, which thereby agrees to these terms.

(4) The respective goods and services are contracted upon individually. These general terms also apply to contracts with continuous execution; they do not need to be renewed in written form.

(5) Verbal agreements between parties are not binding, should there exist a contract in written form. Subsequent modifications and additions to these contracts must be agreed upon in written form.

2. Offer and signing a contract

(1) REMEL JSCo.’s offers regarding quantities, delivery deadlines and delivery options and discounts are always not binding until the other party’s consent.

(2) Unless otherwise agreed , REMEL JSCo. is bound by the prices provided in the offer for a period of 14 (fourteen) days after the issuing of the offer, regardless of when the other party accepts the offer first. In such case the prices indicated by REMEL JSCO. in the confirmation of the respective order are determinant. The prices are always “ex works”, VAT not included. Additional goods and services are to be negotiated separately.

(3) Diagrams , illustrations, sizes, weights or other manufacturing information are to be provided only if explicitly agreed upon in writing.

(4) REMEL JSCO.’s employees cannot supplement or otherwise modify an already signed contract, unless they are explicitly authorized by REMEL JSCo. in writing to do so.

(5) An order is considered accepted and binding by REMEL JSCo. when it is confirmed in written form by REMEL JSCO. Verbal offers and information exchange by REMElJSCo. is not an offer.

3. Payment

(1) The prices indicated in REMEL JSCo.’s offer confirmation, plus the respective normative VAT, are determinant. § 2 par. 2 applies accordingly. Additional deliveries and services are to be agreed upon separately.

(2) In the absence of a different agreement invoices\bills are to be paid 5 (five) business days after the issuing date, with no discount. In case of partial payment, on the basis of art. 76 par. 2 from the Bulgarian Law of Obligations and Contracts, the expenses, the interest and finally the principal are to be paid off in this sequence.

(3) Payment is considered executed only if the amount is credited to the account of REMEL JSCo.

(4) Should the counter party (the buyer) delays a payment REMEL JSCo. is entitled to charge an interest in an amount determined by law, according to art. 86 from the Bulgarian Law of Obligations and Contracts.

(5) Should REMEL JSCo. learn of circumstances that question the buyer’s ability to pay, especially if the buyer’s payments stop, REMEL JSCo. shall be entitled even in case of deferred payment to declare that the whole of the outstanding amount is immediately payable. In such cases REMEL JSCo. is entitled to request advance payment or an adequate guarantee for 100% of the value of the deal.

(6) The buyer is entitled to a set-off or to exercise the right of lien only in the presence of a claim that is either undisputable or established by a court.

4. Delivery

(1) Delivery dates and deadlines shall be negotiated in writing. The delivery term starts running as soon as the contract takes effect, unless otherwise stated in the contract.

(2) Force majeure , as defined in Art. 306 of the Bulgarian Commercial Act, that render the performance of the contract by REMEL JSCo. impossible or untimely, discharge REMEL JSCo. from the agreed upon duties and deadlines. Such circumstances allow REMEL JSCo. to avoid acting upon its contractual duties or to deliver in accordance to deadlines for the duration of the force majeure.

(3) Should these circumstances last longer than three months and after a reasonable grace period the buyer is entitled to forgo unfulfilled parts of the contract,. Should the delivery term extend or should REMEL JSCo. be relieved from its duty, the buyer is not entitled to damage claims. REMEL JSCo. can refer to force majeure only if the other party is notified within a reasonable time.

(4) Should REMEL JSCo. be responsible for non compliance with the agreed upon deadlines or is delaying deliveries, the buyer is entitled to indemnification due to delay in the amount of 0.5% per week overdue on the amount of the delayed goods or services, up to 5% of their total invoice value. Additional damages can be sought by the buyer only if the delay is due to gross negligence by REMEL JSCo.

(5) REMEL JSCo. is entitled to partial delivery of goods and services at any time unless the buyer has no interest in the partial delivery of the goods and services.

(6) REMEL JSCo.’s fulfilment of its delivery/contractual obligations is dependent on the proper fulfilment of the buyer’s obligations. More specifically these include the clarification of all technical and trade details, including the order of delivery of goods and services, as well as the documents relevant for the goods or services, licenses, regulatory approvals, adaptations and advance payments.

(7) Should the buyer delay the acceptance of the goods or services REMEL JSCo. is entitled to demand compensation for the damages suffered. Should the acceptance of goods be delayed, the risk of damage or loss of goods is transferred to the buyer.

5. Passing of risk

(1) The risk passes on to the buyer immediately after the goods have been handed over for transportation or separated from the rest of the inventory in REMEL JSCo.’s warehouse. Should the delivery be delayed by the buyer’s request, the risk is passed on to the buyer with the buyer’s notification of readiness to accept the goods.

(2)Transportation insurance is performed only upon the buyer’s request and at the buyer’s expense.

6. Buyer’s rights in case of defects

(1) The goods shall be delivered in good order without material and manufacturing faults; the deadline for warranty claims is one year after the delivery of the goods.

(2) In case the usage and maintenance instructions are not observed, in case of modifications of the goods or in case of usage of supplies that deviate from the original specifications all warranty claims are considered void. Until proven otherwise, it is assumed that these actions have caused the defects.

(3) The buyer has to inform REMEL JSCo. in writing immediately upon discovering faults in the delivered goods, but no later than two weeks after receiving the goods. Faults that remain undetected even after in-depth examination in this time frame are to be communicated to REMEL JSCO. in writing immediately upon discovery.

(4) Should the buyer notify REMEL JSCo. of faulty goods, REMEL JSCo. can choose to request at its expense:

a) that the faulty goods be delivered for repair and subsequently sent back by REMEL JSCo. after repairs.

b) That the buyer holds the faulty goods until REMEL JSCo.’s employee arrives on site for evaluation and repairs/modification of the goods. REMEL JSCo. is entitled to opt for an international surveillance organization, e. g. SGS, to perform a protocol evaluation of the defects.

c) Should the buyer demand that repairs be made at a specific location, REMEL JSCo. is entitled to request monetary compensation in comparison with the regular transportation and working expenses that REMEL JSCo. would normally incur for the elimination of the defects.

(5) REMEL JSCo. is entitled under its discretion to satisfy the buyer’s defect claims by delivering intact goods.

(6) Should repairs be unsuccessful and the parties agree that repairs are unfeasible, the buyer is entitled to a discount, or to demand that the faulty goods be replaced with new intact goods at the expense of REMEL JSCo.

(7) REMEL JSCo. is not responsible for defects arising from normal usage and are a product of natural wear and tear.

(8) Only direct buyers are entitled to filing claims against REMEL JSCo. and this right cannot be passed onto third parties.

7. Liability

(1) REMEL JSCo.’s contractual liability is limited to willfull misconduct and gross negligence on the basis of art. 94. of theBulgarian Law of Obligations and Contracts.

(2) In case of negligence, unless otherwise agreed on and on the basis of art. 82 from Bulgarian Law of Obligations and Contracts, REMEL JSCo. is liable for the sustained damages and lost benefits, that are a direct consequence of infringement and were foreseeable at the time when the obligation arose.

(3) The liability limitations outlined in the paragraphs above are not applicable in case of careless behaviour by REMEL JSCo.

(4) REMEL JSCo.’s limited or excluded liability extends to REMEL JSCo.’s agents/associates/representatives.

8. Non-payment collateral

(1) The goods that constitute a delivery remain under REMEL JSCo.’s ownership until the negotiated price is fully paid. Should the buyer resell the goods to a third party the received amount shall serve as collateral for REMEL JSCo. against non-payment.

(2) In case of regular deliveries where the buyer has delayed or has not executed the payment, REMEL JSCo. is entitled to delay the execution of the current or future deliveries until the buyer catches up with the outstanding payments. This exempts REMEL JSCo. from liability due to the buyer sustaining damages or loss of earnings

(3) The Buyer is entitled to modify and sell the received goods, as soon as payments are not delayed. The received goods cannot be mortgaged until they have been paid for in full.

(4) Should third parties present claims on the goods based on the paragraphs above and especially in case of seizure the buyer is to immediately indicate REMEL JSCo.’s ownership of the goods so that REMEL JSCo. can exercise its rights of ownership. Should the third party fails to compensate REMEL JSCo. for the judicial or extrajudicial costs incurred in the process this responsibility is passed onto the buyer.

(5) Should the payment be delayed more than 30 (thirty) days REMEL JSCo. is entitled to unilaterally terminate the contract without notice, as well as to demand a recall of the already delivered goods.

9. Final provisions

(1) Circumstances not outlined in these General Terms are to be resolved by the Bulgarian legislation. The United Nations convention on the Contracts for the International Sale of Goods applies in a subsidiary manner, should issues remain unresolved by the Bulgarian legislation.

(2) All disputes are to be resolved by negotiation. Should the parties fail to reach an agreement within 60 (sixty) days from signing the negotiation protocol the dispute shall be brought in front of the Court of arbitration in the Bulgarian chamber of commerce and industry (“BCCI”).

(3) All communications are to be exchanged via courier or fax on the addresses indicated on the contract. Correspondence exchanged via the internet on the addresses indicated on the contracts is also valid and binding.

(4) To ensure optimal performance, REMEL JSCo.’s General terms are subject to change and clients shall be notified in writing should changes occur. In the absence of written objections by the clients in a period of 30 (thirty) days after the notification, the changes are considered accepted and binding.

The current general terms are hereby accepted by REMEL JSCo.’s Board of directors at the session on Sept 18, 2015.