SALES CONDITIONS - KLS EUROPE - BSS ltd
1.1 In these Conditions:
"Buyer" means any person, firm or company who accepts a Quotation of the Seller or whose order is accepted by the Seller in writing.
"Goods" means the articles (including any parts for them) which the Seller is to supply in accordance with these Conditions.
"Seller" means KLS Europe BSS Ltd. whose registered office is at 75, Graf Ignatief, 8602 Yambol, Bulgaria.
"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between the Buyer and the Seller
"Contract" means the contract for the purchase and sale of the Goods.
"Writing" includes facsimile transmission email and comparable means of communication.
"Quotation" means any price offer provided by an authorized representative to the Buyer whether written or otherwise.
"Sales Literature" shall include any brochure, catalogue, website/page or any other marketing/promotional material or any other
literature material in connection with KLS group.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended
reenacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order which is accepted by both
2.1.2 A Quotation does not constitute a binding offer and the terms of the Quotation may be changed by the Seller without notice at any
time up until the Seller accepts in writing an order from the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and
2.3 The Seller's employees or agents are not authorised to make any representations concerning the goods unless confirmed by the
Seller in Writing. Upon entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of
any such representations which are not so confirmed
2.4 Any advice or recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or
agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or
acted upon entirely at the Buyer's own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or
representation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any Sales Literature, quotation price, list acceptance of offer, invoice or other
document or information, issued by the Seller, shall be subject to correction without any liability on the part of the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to
enable the Seller to perform the Contract in accordance with its terms.
3.3.1 The Buyer shall be responsible for and entirely at his own risk with regards to the choice, use and application of the Goods.
3.3.2 The Buyer must satisfy itself that the Goods are suitable for their purpose and conform with any applicable International safety,
quality, technical or any other standards or regulations.
3.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if
accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.5. The Buyer's instructions specifications, provided to the Seller, shall be deemed to be correct.
3.6 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification
submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages costs and expenses awarded against or incurred
by the Seller in connection with or paid or agreed to be paid by the Seller.
3.7 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any
applicable statutory, International or other requirements or where the Goods are to be supplied to the Seller's specification changes
which do not materially affect their quality or performance.
3.8 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller
and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all
labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation.
3.9 The Seller may amend correct or vary any Sales Literature without notice and without any liability on the part of the Seller. The
Seller accepts no liability for any inaccuracy or misleading statements made in the Seller's Sale Literature.
3.10 All specification, drawings and particulars of weight and dimensions submitted within the Seller's Quotation and tenders are
approximate where tolerances are not shown.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller's quoted price or where no price has been quoted (or a quoted price is no longer valid)
the price listed in the Seller's published price list current at the date of acceptance of the order. Where the Goods are supplied for
export the Seller's published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the
Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect
any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign
exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour materials or other costs of
manufacture, any change in delivery dates, quantities or specifications for the Goods, which is requested by the Buyer or any delay
caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing
between the Buyer and the Seller all prices are given by the Seller on an ex works basis. In case the Seller agrees to deliver the Goods
otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport packaging and insurance.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
5. TERMS OF PAYMENT
5.1. The Buyer shall pay the price of the Goods before the delivery of the goods. The time of payment of the price shall be of the
essence of the Contract. Receipts for payment will be issued within five days after payment.
5.2 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller
the Seller shall be entitled to:
5.2.1 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability
whatever to the Buyer for non-delivery or any delay in delivery.
5.2.2 require payment in advance of delivery in relation to any Goods not previously delivered.
5.2.3. appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller
may think fit.
5.2.4 charge the Buyer with an interest (both before and after any judgment) on the amount unpaid at the rate of 3% percent per
annum above until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest) and
in addition to the express rights herein set out. The Seller shall have the right to have the benefit at all times should the Buyer desire
from time to time of the Commonwealth Commercial Debts (Interest) Act 1998.
5.2.5. terminate the contract.
5.3. Should the Buyer request any change, alteration, specification, then any additional charge occasioned by such alterations, all
changes may be added to the price of any Goods as yet uninvoiced.
6. DELIVERY AND ACCEPTANCE
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has
notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller delivering the Goods
to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the
Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's
fault and the Seller is accordingly liable to the Buyer the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in
the cheapest available market) of similar goods to replace those not delivered over the price of the Goods subject to clause 8 hereof.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery
(otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice
to any other right or remedy available to the Seller the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to
the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer
for any shortfall below the price under the Contract.
6.6. The Buyer is required to test goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the
Nuyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller's other rights pursuant to
these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After
acceptance the Buyer shall not be entitled to reject goods which are not in accordance with the contract.
6.7. The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises at the time when the Seller notifies the Buyer that the Goods are
available for collection or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery or if the Buyer fails to take
delivery of the Goods the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods
shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other
goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer the latter shall hold the Goods as the Seller's fiduciary agent and
shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the
Seller's property but shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for
the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such
proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored
protected and insured.
7.4 Until such time as the property of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been
resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller. In case the Buyer fails to do so
the Seller shall have the right to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess
the Goods. The Buyer shall appoint the Seller and its agents as it's irrevocable attorney for this purpose.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which
remain the property of the Seller. In case the Buyer does so all due money from the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) forthwith become due and payable.
8. WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification for a period of
twelve months from the date of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification
supplied by the Buyer;
8.2.2 The Seller shall be under no liability in respect of any defects in the Goods arising from any drawing, design, specification
supplied by the Seller or prepared by the Seller in accordance with instructions from the Buyer;
8.2.3 the Seller shall be under no liability in respect of any defect arising from fair wear and tear willful damage, negligence, abnormal
working conditions, failure to follow the Seller's instructions (whether oral or in writing) misuse or alteration or repair of the Goods
without the Seller's approval;
8.2.4 The Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for
the Goods has not been paid in cleared funds by the due date for payment;
8.2.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Buyer
shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within
the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements)
Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with
specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery
or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or
failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods
and the Seller shall have no liability for such defect or failure. In this case the Buyer shall be bound to pay the price as if the Goods had
been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their
failure to meet a specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the
Goods (or the part in question) free of charge or at the Seller's sole discretion refund to the Buyer the price of the Goods (or a
proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.7.1 The following provisions set out the Sellers entire liability (including any liability for acts and omissions of its employees agents
and subcontractors) to the Buyer in respect of:
(i) any breach of its contractual obligations arising under the Contract;
(ii) any representation statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.7.2 Any act or omission on the part of the Seller or its employees, agents or subcontractors, falling within clause 8.7.1 above, shall for
the purposes of this clause shall be known as an "Event of Default".
8.7.3 The Seller shall accept liability to the Buyer for death or injury, resulting from its own or that of its employees' agents or
subcontractors negligence up to a maximum of ten thousand Bulgarian Leva.
8.7.4 The Seller's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the Contract price
in the case of an Event of Default.
8.7.5 Subject to clause 8.7.3 above, the Seller shall not be liable to the Buyer in respect of any Event of Default for loss of profit
goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action
brought by a third party) even if such loss were reasonably foreseeable or the Seller had been advised of the possibility of the Buyer
incurring the same.
8.7.6 If a number of Events of Default give rise substantially to the same loss they shall be regarded as giving rise to only one claim
under these Conditions.
8.7.7 The Buyer hereby agrees to afford the Seller not less than 30 days in which to remedy an Event of Default hereunder.
8.7.8 Except in the case of an Event of Default arising under 8.7.3 above, the Seller shall have no liability to the Buyer in respect of any
Event of Default unless the Buyer shall have served notice of the same upon the Seller within three months of the date it became
aware of the circumstances giving rise to the Event of Default.
8.7.9 Nothing in this clause 8.6 shall confer any right or remedy upon the Seller to which it would not otherwise have been legally
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any
failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's
reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental parliamentary or
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright design, trade
mark or other industrial or intellectual property rights of any other person then unless the claim arises from the use of any drawing or
specification, supplied by the Buyer, the Seller shall indemnify the Buyer against all loss damages, costs and expenses, awarded
against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim or compromise any such proceedings without
the consent of the Seller (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in
relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or
cover (which the Buyer shall use its best endeavours to do);
9.1.5 the Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for all damages and costs (if any)
awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably
withheld) to be paid by any other party in respect of any such claim and
9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as
the Seller may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Seller is liable to
indemnify the Buyer under this clause.
10. INSOLVENCY OF BUYER
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or
10.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer or
10.1.3 the Buyer ceases or threatens to cease to carry on business or
10.1.4 the Seller reasonably apprehends that any of the events, mentioned above, is about to occur in relation to the Buyer and notifies
the Buyer accordingly.
10.2 If this clause applies, then without prejudice to any other right or remedy, available to the Seller, the latter shall be entitled to
cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer. If the Goods have been
delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary.
1.3. The Seller may in the circumstances, set out in clause 10.1 above also in its absolute discretion, and without prejudice to any other
rights which it may have, exercise any of its rights pursuant to clause 7 above.
11. EXPORT TERMS
11.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of
Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression, which is
defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is
any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
11.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the
country of destination and for the payment of any duties thereon.
11.3 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered free onboard the air or sea port
of shipment and the Seller shall be under no obligation to give notice.
11.5 The Buyer shall be responsible for arranging, for testing and inspection of the Goods at the Seller's premises before shipment.
The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is
made after shipment or in respect of any damage during transit.
12.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of
the same or any other provision.
12.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity
of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.3 The Contract shall be governed by the laws of Bulgaria and the European community, as well as the United Nations Convention
on Contracts for the International Sale of Goods.
12.4. These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and
conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar