These general terms and conditions govern the relationships between the company AMONRA ENERGY AD and their clients.
These general terms and conditions are valid as of 25.08.2022.
In these General Terms and Conditions, the listed terms will have the following meanings:
1.1 . “Confidential information” means any information, in any form (including, but not limited to written, oral, visual, electronic form, information on optical or magnetic media, etc.), regarding trade secrets, know-how, customer information, pricing, preparation of commercial proposals (offers), internal organizational and internal structural issues of the company AMONRA ENERGY AD, financial data and/or indicators that are not publicly known, information about suppliers, information about current and future business intentions, information about scientific research activities that have been carried out, are being carried out or are about to be carried out and which relates to the subject matter, methods, and means that have been used, are being used or will be used, as well as information about the persons who have participated, are participating or are planned to participate in the research activities.
1.2. “Contract” means a written contract concluded between a company within AMONRA ENERGY AD and a Client regarding the sale of goods and/or the provision of services in accordance with these General Terms and Conditions.
1. 3. “Client” means any natural or legal person or association that has concluded a contract with a company within AMONRA ENERGY AD, and for the purposes of these Terms and Conditions, the name of the Client’s role under the specific contract is not relevant.
1. 4. “Person with representative authority” means the person who by law represents the legal entity before third parties.
1. 5. “Goods and/or Services” means the goods, services and materials (or any separate part thereof) as defined in each separate order from the Customer.
1. 6. “Intellectual Property Rights” means copyright and related rights, industrial and related rights, trade names, trademarks, geographical indications, as well as any derivatives of these rights, regardless of whether or not they are registered or formally protected according to the requirements of the law.
1. 7. Bankruptcy means a state in which bankruptcy proceedings have been opened against one of the parties or bankruptcy has been declared within the meaning of the Commercial Act.
1. 8. “Order” means a written confirmation from the Client, by which he accepts an Offer sent to him by the company AMONRA ENERGY AD.
1. 9. “Offer” means a price offer that the company AMONRA ENERGY sends to the Client, where the price offer includes at least the following information: the volume of goods and/or services that the relevant company undertakes to provide; the period for which the offer is valid; the period for which you will fulfill the commitments made, starting from the moment when there is a valid Order or Contract between the company and the Client in accordance with the definitions under item 1.2 and item 1.8 of the General Terms and Conditions; the place of performance; the price that the Client should pay for the volume of goods and/or services described in the offer.
1.10. “Specifications” means any technical specifications and/or other technical description of the goods and/or services, including related plans, drawings, images, etc., which are agreed in writing between the company AmonRA ENERGY AD and the Client.
I. Applicability and general provisions
Art.1 (1) These General Terms and Conditions govern the relationship between the company AMONRA ENERGY AD and the Client regarding the sale of goods and/or the provision of services to the Client and are applicable whenever a Contract or Order is in place between the company AMONRA ENERGY AD and the Client.
(2) Any conditions that differ from and/or exclude the application of the General Terms and Conditions are valid only to the extent that the company AMONRA ENERGY AD has given its express written consent to this.
(3) In the event of a conflict between individual clauses contained in the Contract or the Order based on the offer, the terms of the contract or order shall prevail.
Art.2 The General Terms and Conditions apply in cases where the company AMONRA ENERGY AD supplies and/or provides Goods/services to a Client regardless of the place of performance of each individual legal relationship and the volume of the Goods and/or services.
Art.3 (1) The existence of a valid Order is based on a previously sent Offer by the company AMONRA ENERGY AD to the Client.
(2) The company AMONRA ENERGY AD prepares and sends Offers both at the express request of Clients and at its own discretion within the framework of its marketing strategy.
(3) Proposals containing calculations of sample prices for non-individualized goods and/or services will not be considered a valid Offer even if they contain part or all of the remaining details of the Offer within the meaning of item 1.9 of the terms listed in the General Terms and Conditions.
(4) Within the meaning of the preceding paragraph, such indication of the goods and/or services shall be considered as non-individualized goods and/or services, which is only informative in nature regarding the prices of the goods and/or services that the company AMONRA ENERGY AD can offer to its Clients.
Art.4 (1) The validity of the Order is determined by:
1. The existence of an initially submitted Offer that meets all the necessary conditions according to item 1.9 of the terms listed in the General Terms and Conditions;
2. The presence of a valid statement of intent in the Offer, the author of which must be a person with representative authority;
3. The order must be confirmed by a person entitled to represent the Client by law or in view of the existence of a valid authorization;
4. The Offer and the Order shall be drawn up in separate written documents. Messages sent in free text via email or other text communication channels shall not be considered valid if the relevant electronic message does not include an attachment in a widely accessible format containing a scanned copy of a written document objectifying, respectively, an Offer or Order meeting the requirements under this paragraph and the terms of clauses 1.8 and 1.9 of the terms listed in the General Terms and Conditions.
5. Correspondence regarding the submission of an Offer and Order should be carried out in accordance with the requirements of these General Terms and Conditions.
(2) The Order must be unconditionally accepted by the Client, and in the event that the latter accepts an Offer, through which he creates or attempts to impose new conditions in relation to the goods and/or services offered to him, the Order will be considered invalid and will have the force of a counter-Offer from the Client to the company AMONRA ENERGY AD.
(3) In the event of a counter-Offer, AMONRA ENERGY AD may accept it, reject it or make a new Offer.
(4) In the event that the company AMONRA ENERGY AD accepts a counter-offer, there will be an Order, for the validity of which the requirements under para. 1 should be applied by analogy.
Art.5 (1) . The client is obliged to prepare and provide to the company AMONRA ENERGY AD the Specifications of the goods and/or services that he wishes to be provided to him in accordance with the final result sought by the client. In the event that the client does not make such a Specification, the company AMONRA ENERGY AD shall not be liable in relation to the final result.
(2) In case the services requested by the Client include the preparation of Specifications, they are subject to explicit written approval by the Client, after which approval the Client bears full responsibility for their compliance in relation to the result sought by him regarding the provision of goods and/or services by the company AMONRA ENERGY AD.
(3) In the cases under Art. 5, para. 2, the CLIENT is obliged to provide all technical, functional and other characteristics of the final result of the service/goods sought by him.
(4) In the event that after providing the goods and/or services, the CLIENT considers that the result sought by him has not been achieved and this is due to irregularity/s in the Specifications, the company AMONRA ENERGY AD shall not be liable, provided that the goods and/or services provided by it fully comply with the Specifications provided by the CLIENT.
Art.6 (1) The quantities/volumes of the goods and/or services that the company AMONRA ENERGY AD provides to the Client are determined in the Order, respectively in the Contract.
(2) In the event of a discrepancy between what is stated in the Order and what is stated in the Contract, the quantities/volumes mentioned in the Contract will prevail.
(3) Changes in quantities/volumes at the Client’s request may only be made with the express written consent of AMONRA ENERGY AD.
(4) In the event that, within the framework of the execution of a given Order, respectively Contract, the company AMONRA ENERGY AD needs to increase the quantities/volume of the goods and/or services provided by it, it should notify the Client in writing, justifying the necessity in view of the specific case and giving the Client an appropriate period of time to accept or reject the increase in the quantities/volume of the goods and/or services.
(5) The notification under the previous paragraph should be in writing and, in addition to the justification for increasing the volumes/quantities, should also include specific information regarding:
1. The amount of the increase;
2. The monetary or currency value of this increase;
3. The way in which this increase may or will affect the implementation timelines;
4. The possible consequences of not accepting the proposed increase in quantity/volume.
(6) In the event that the Client accepts the increased quantities/volumes, this should be done in writing, and the written correspondence, expressed in the notification by the company AMONRA ENERGY AD and the acceptance by the Client of the increased quantities/volumes of the goods and/or services, should be attached and considered an integral part of the Order, respectively the Contract.
(7) If the Client does not accept the increase in quantities/volumes, the company AMONRA ENERGY AD has the right immediately after receiving the Client’s refusal to terminate the Order, respectively the Contract, by unilateral written declaration of intent, in which case the Client owes remuneration for the work performed by the company AMONRA ENERGY AD up to the moment of termination, as well as compensation for the costs, if such are necessary and have been incurred, in view of:
1. Preservation of the current work on the implementation of the Order/Contract in order to preserve the results achieved up to the time of termination
2. Securing the place of execution so that it does not pose a danger to the life and health of others;
3. Securing any risks of material damage to the property of the Client and/or third parties located in the immediate vicinity of the place of performance;
(8) Compensation under the preceding paragraph shall be due only to the extent that one or more of the described circumstances are present.
Guarantees
Art.7 (1) the company AMONRA ENERGY AD assumes responsibility for any defects and provides a guarantee for the goods and/or services provided for at least 12 (twelve) months from the date of the protocol under Art.9.
(2) A longer warranty period may be agreed upon explicitly and to the extent provided for in an offer made or in a Contract signed between the parties.
Art.8 (1) The liability of the company AMONRA ENERGY AD is limited solely to defects that have occurred in connection with goods delivered by them and/or services provided. The company AMONRA ENERGY AD is not liable for defects that have occurred as a result of improper use by the Client.
(2) The company AMONRA ENERGY AD is not responsible for defects that have occurred or that have been reported after the expiration of the warranty period.
(3) In case the services consist of carrying out repair, rehabilitation, construction and installation, strengthening or other similar activities carried out on a given facility, building or other separate object, the warranty liability covers only and exclusively defects that have occurred in the part that was the subject of the activity. The company AMONRA ENERGY AD is not liable for defects that have occurred in a part of the object that was not the subject of the service itself.
Art.9 (1) The warranty period begins to run from the date on which the goods and/or service are provided and the Client has accepted the performance, documented with an acceptance and delivery protocol.
(2) In connection with the certification of the moment from which the guarantee begins to run, the company AMONRA ENERGY AD and the Client, in accordance with these General Terms and Conditions and the terms of the Order/Contract, shall prepare a written document (protocol) reflecting the factual data on the delivery and acceptance of the agreed goods and/or the service provided.
Art.10 When a defect in a part of the goods and/or service has been removed or the goods have been replaced, the company AMONRA ENERGY AD shall be liable for defects in the repaired or replaced part, under the same terms and conditions as those applicable to the initially provided goods and/or service, within the initial warranty period, extended only by a period equal to the period during which the goods and/or the result of the service was not in operation as a result of the defect.
Art.11 (1) The customer must, within 3 /three/ calendar days from the occurrence of a defect, notify AMONRA ENERGY AD in writing of any defect that has occurred. Such notification must in no case be given after the expiration of the warranty period, or the extended one under the conditions of Art. 10.
(2) The notification should contain a detailed description of the defect. If the Customer does not notify AMONRA ENERGY AD in writing of a defect within the warranty period, complying with the requirement to submit a notification within the period specified in para. 1 of this article, he loses the right to claim removal of the defect.
(3) When the defect is such that it may cause damage, the Client should immediately notify the company AMONRA ENERGY AD in writing.
(4) The Client is liable for damages resulting from his failure to send such notification to the company AMONRA ENERGY AD.
Art.12 (1) Upon receipt of notifications under Art. 11, the company AMONRA ENERGY AD shall remove the defect only and exclusively if the defect has occurred due to poor-quality performance of a service or delivery of goods, in which case the defect shall be removed without undue delay at the expense of the company AMONRA ENERGY AD. The repair shall be carried out at a place that the parties determine to be the most appropriate and suitable in view of the final purpose.
(2) If the Client has given the notification referred to in Art. 11 and no defect is found for which AMONRA ENERGY AD is liable, it has the right to compensation for the costs incurred by it as a result of the actions taken in connection with the notification.
(3) The replaced defective parts remain the property of AMONRA ENERGY AD, unless otherwise agreed.
Art.13 When the defect, which is the sole fault of the company AMONRA ENERGY AD, is not successfully removed, the Client:
1. He is entitled to a reduction in the purchase price, respectively the price for which the service was provided, in proportion to the reduced value of the goods or the reduced value of the volume of service performed, provided that under no circumstances shall such reduction exceed 15 (fifteen) percent of the original price, or
2. when the defect is so significant that the provided goods and/or service are not fit for purpose, the Client may terminate the contract by written notice to the company AMONRA ENERGY AD. In such a case, the Client is entitled to compensation for the damages suffered up to a maximum of 15 percent of the purchase price.
Art.14 (1) The company AMONRA ENERGY AD is not liable for defects caused by materials provided by the Client.
(2) AMONRA ENERGY AD is only liable for defects stipulated in the contract and/or the warranty conditions, which occur under the prescribed operating conditions and under proper use of the goods and/or the result of the service. This liability does not cover defects caused by failure to comply with the operating instructions, improper maintenance, improper installation, or improper repair by the Customer, or by changes made without written consent. The liability also does not cover normal wear and tear.
(3) AMONRA ENERGY AD shall not be liable for any loss that the defect may cause, including loss of production, lost profits, loss of downtime and other indirect or consequential damages. This limitation of liability shall not apply if the company acted intentionally or with gross negligence.
Art.15 The company AMONRA ENERGY AD is not liable for any damage to property caused by products provided by it and/or services performed after the moment of performance, which are in the possession of the Client and/or are exploited by him.
Termination
Art.16 (1) The Order, respectively the Contract, shall be considered terminated upon the fulfillment of all counter-obligations of the company AMONRA ENERGY AD and the Client in connection with the provision of goods and/or services.
(2) In the event that a specific Order or Contract is concluded for a specific period, termination will occur upon the expiration of the period, unless otherwise provided in the relevant Order or Contract.
Art.17 (1) Termination may also occur at the initiative of one of the parties by submitting a unilateral written declaration of intent, which should state the reasons and grounds for termination. The written declaration of intent should be with one month’s notice, unless a different period is provided for in the relevant Order/Contract.
(2) In the event of unilateral termination by AMONRA ENERGY AD, for reasons attributable to the Client, the latter shall be liable for remuneration for the work performed up to the date of termination, together with compensation for all costs incurred in connection with the early termination. The compensation may not be less than 10 (ten) percent of the initial value of the Order/Contract. The maximum amount of compensation may reach the full amount of the initial value of the Order/Contract plus 10 (ten) percent in cases where AMONRA ENERGY AD has fully performed the Order/Contract, but the Client has not accepted the performance without reason.
(3) The right to compensation under the previous paragraph does not affect the right to compensation of the company AMONRA ENERGY AD under Art. 6, para. 7 of the General Terms and Conditions.
(4) The right to compensation under these General Terms and Conditions and/or under a specific contract or order does not deprive the company AMONRA ENERGY AD of the right to claim statutory compensation for damages suffered and lost profits that exceed the contractual compensation.
Force majeure
Art.18 “Force Majeure” means any unforeseen or unavoidable event of an extraordinary nature occurring after the conclusion of the contract, including, but not limited to: natural disasters, strikes, lockout, uprising, war, requisition, confiscation, embargo or any other acts of government authorities.
Art.19 If the company AMONRA ENERGY AD or the Client are prevented and are unable or delayed in fulfilling any of their obligations under the General Terms and Conditions or the Order/Contract as a result of Force Majeure, the party that has fallen into the described situation should promptly notify the other party of what the Force Majeure consists of and the possible consequences thereof for the fulfillment of its obligations, as well as provide evidence thereof.
Art.20 While the Force Majeure lasts, the performance of obligations and related counter-rights is suspended. Force Majeure does not apply to payment obligations. If Force Majeure prevents the Client from fulfilling his obligations, he must compensate AMONRA ENERGY AD for the costs incurred for the preservation and protection of the goods and/or service.
Art.21 Notwithstanding the other options under these General Terms and Conditions, each party has the right to terminate the contract by written notice to the other party if the Force Majeure lasts for a single period of more than 60 (sixty) days or a total period of more than 120 (one hundred and twenty) days.
Additional provisions
Art. 22 The company AMONRA ENERGY AD has the right at any time to make amendments to these General Terms and Conditions, which amendments will only apply in the future from the moment of their acceptance and provided that the relevant Client is notified of the change.
Art.23 Any future amendment to these General Terms and Conditions will be applicable to a specific contract after the date of publication of the amendments on the website of the company AMONRA ENERGY AD, and their publication will be considered a valid way of notifying the Clients.
Art.24 Communications between the parties will be considered valid provided that they are made in writing, by fax or e-mail, unless additional or different terms are provided for in these General Terms and Conditions or in a Contract.
Art.25 All disputes between the parties shall be resolved in a spirit of understanding and good will. In the event that no agreement is reached, all unresolved disputes arising from these General Terms and Conditions, a specific Order or Contract between the parties or relating to any of the above, including disputes arising from or relating to their interpretation, invalidity, performance or termination, as well as disputes to fill gaps in the General Terms and Conditions, Order or Contract, or to adapt them to newly arising circumstances, shall be resolved by the courts provided for in the Code of Civil Procedure.
Art.26 For all issues not settled by this contract, the provisions of the current legislation of the Republic of Bulgaria shall apply.
