General Terms & Conditions of Purchase (GTP)

  1. All legal relationships between NanoMaritsa and the Supplier are governed Bulgarian law, whereby the UN Sales Convention shall be excluded.
  2. Scope
    1. Any sale and delivery of goods and services by the Supplier to NanoMaritsa shall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made.
    2. Supplier’s general terms and conditions that are inconsistent with the Terms and Conditions set forth herein shall only be applicable to the extent NanoMaritsa has explicitly approved in writing.
    3. NanoMaritsa reserves the right to amend this GTP at any time
  3. Orders
    1. Orders by NanoMaritsa and any changes or additions to the orders must be made in writing or text form.
    2. NanoMaritsa shall be entitled to cancel orders free of charge if the Supplier does not confirm an order in unmodified form within two weeks after receipt.
    3. The offer submitted by the Supplier must detail all secondary costs for taxes, fees, duties, packaging, transportation, etc. which are to be incurred by NanoMaritsa.
  4. Prices and payment
    1. Prices shall be fixed prices (without VAT) and are carriage free Haskovo, Bulgaria. They shall include all expenses in connection with the goods and services provided by the Supplier.
    2. General price increases must be reported to NanoMaritsa in writing at least two months before these come into effect. In the case of current orders, no price increases shall be possible.
    3. Payment shall be performed within 40 (forty) days following receipt of the product or services. In the event of ascertained defects, NanoMaritsa shall reserve the right to withhold the payment.
    4. Payment does not mean the delivery or service has been recognized as being contractually compliant. In the event of faulty or incomplete delivery or service, NanoMaritsa shall to a reasonable extent and irrespective of all other rights be entitled to withhold payments on claims arising out of the business relationship until these have been properly fulfilled.
    5. Payments shall be performed unless otherwise agreed, in Euro.
  5. Existing claims against NanoMaritsa may not be assigned to third parties.
  6. Time-limits, consequences of delay
    1. Prices shall be fixed prices (without VAT) and are carriage free Haskovo, Bulgaria. They shall include all expenses in connection with the goods and services provided by the Supplier.
    2. General price increases must be reported to NanoMaritsa in writing at least two months before these come into effect. In the case of current orders, no price increases shall be possible.
    3. Payment shall be performed within 40 (forty) days following receipt of the product or services. In the event of ascertained defects, NanoMaritsa shall reserve the right to withhold the payment.
    4. Payment does not mean the delivery or service has been recognized as being contractually compliant. In the event of faulty or incomplete delivery or service, NanoMaritsa shall to a reasonable extent and irrespective of all other rights be entitled to withhold payments on claims arising out of the business relationship until these have been properly fulfilled.
    5. Payments shall be performed unless otherwise agreed, in Euro.
    6. Existing claims against NanoMaritsa may not be assigned to third parties.
  7. If the Supplier fails to deliver or perform within an additional reasonable grace period set by NanoMaritsa , NanoMaritsa shall be entitled to refuse acceptance, rescind the contract, and/or demand compensation. NanoMaritsa shall be entitled to rescind the contract even if the delay was not the fault of the Supplier. Suppliers shall bear any additional costs incurred by NanoMaritsa because of the Supplier’s default, especially those resulting from the necessity to purchase from third parties instead.
  8. Execution, delivery
    1. Suppliers may only subcontract with the consent of NanoMaritsa unless such contracts are merely for the supply of standard parts. Delivery call orders shall be binding with regard to the nature and quantity of the goods ordered and the delivery time. Part-deliveries shall require the consent of NanoMaritsa.
    2. All deliveries must be accompanied by a delivery note stating the NanoMaritsa order number as well as details of the nature and quantity of the contents.
    3. When the Supplier is delivering goods or providing services on NanoMaritsa’s premises, the Supplier shall obey the directions for non-employees concerning security, environmental- and fire protection, and efficient use of energy currently in force.
    4. NanoMaritsa may at any time with immediate effect and irrespective of its further rights withdraw from the Agreement and refuse to accept the delivery if:
      • the delivery date confirmed by the Supplier is not adhered to
      • the specifications defined by NanoMaritsa are not adhered to
  9. Obligation to examine goods and notification of defects, expenses
    1. The Supplier guarantees adherence to the specifications and quality and other characteristics of the components demanded by NanoMaritsa in its order.
    2. An examination of incoming goods will take place regarding obvious defects. Hidden defects will be notified as soon as they are detected according to the circumstances of the orderly course of business. The supplier waives the objection of delayed notification for all defects notified to the Supplier within 14 days after detection.
    3. If NanoMaritsa returns defective goods to the Supplier NanoMaritsa shall be entitled to debit back to the Supplier, the invoice amount paid plus a lump sum for expenses of 5% of the price of the defective goods. NanoMaritsa reserves the right to prove higher expenses. The supplier’s right to proof lower or no expenses shall be reserved.
    4. The Supplier is obliged to adhere to the technical data demanded his goods in accordance with the documents upon which this order is based, such as drawings, technical terms, and conditions of delivery, specifications, descriptions, or samples.
  10. Packaging, delivery note, insurance, transfer of title
    1. The Supplier shall bear responsibility for the proper packaging and must draw attention to any special circumstances pertaining to the removal thereof.
    2. A delivery note must be enclosed with each consignment, and this must contain at least the NanoMaritsa order and article number(s).
    3. The title, benefits, and risk of the delivered products shall be transferred to NanoMaritsa after successful acceptance.
  11. Compliance with applicable laws and regulations
    1. Suppliers shall be obliged to comply with all applicable laws and regulations, including but not limited to such laws and regulations relating to workplace and consumer safety and environmental protection. Supplier shall indemnify and hold NanoMaritsa harmless from any and all claims by third parties resulting from the Supplier’s failure to comply with the applicable laws and regulations
    2. The supplier shall be obliged to comply with the currently applicable regulations regarding restrictions on hazardous substances and not to use banned substances. The supplier shall specify all substances to be avoided and all dangerous substances and submit safety data sheets (in English) with Supplier’s offers and with the delivery note of the Supplier’s first delivery. If the Supplier has any evidence that its delivery has violated restrictions on substances or contained banned substances Supplier shall be obliged to immediately inform NanoMaritsa.
    3. For goods and services from a country that is within the EU, the EU value-added tax identification number shall be quoted. In case the Supplier is located in an EU-member country, imported goods shall be delivered to NanoMaritsa duty paid if not expressly agreed otherwise.
    4. In the case of deliveries and the rendering of services, the Supplier shall have sole responsibility for adhering to the accident-prevention regulations. Protective equipment as well as any possible instructions of the manufacturer which are required under such regulations must be included with the delivery free of charge.
  12. Liability, Warranty of defects of quality and title
    1. Any contractual exclusion or limitation of liability shall only be valid to the extent NanoMaritsa has explicitly approved them in writing.
    2. The guarantee period shall last 24 (twenty-four) months from the date of delivery in Bulgaria. The same full guarantee period shall in each case apply to replacement deliveries, subsequent rectifications, and spare parts.
    3. Defective deliveries must be replaced immediately by deliveries that are free from defects, and faulty services must be repeated faultlessly.  If NanoMaritsa has evidence that a similar defect affects all delivered products, then NanoMaritsa may arrange for these to be replaced, even if the guarantee period has already expired.
    4. If the products damage NanoMaritsa, its managing officers or employees, then the Supplier shall be obliged to provide comprehensive compensation.
    5. NanoMaritsa’s statutory rights shall in any case be reserved.
  13. Technical documentation, tools, means of production
    1. All technical documents, tools, in-house standard sheets, means of production, etc., that NanoMaritsa provides shall remain the property of NanoMaritsa; all trademark, copyright, or other property rights shall remain with NanoMaritsa. The supplier shall not be entitled to assert a right of retention in this respect. The supplier may only use the said objects to execute the order. Suppliers may not pass them on or make them otherwise accessible to unauthorized third parties. The said objects may only be duplicated in so far as it is necessary for the execution of the order.
    2. The supplier shall be obliged to service and maintain the objects as well as to mend defects caused by normal wear and tear at its expense. If the Supplier, in order to execute the order, after prior consultation with NanoMaritsa at the cost of NanoMaritsa subcontracts the production of samples and tools to a third-party Supplier shall cede to NanoMaritsa Supplier’s claims for cession of property in those tools and samples against the subcontractor.
  14. Confidentiality
    1. The supplier shall be obliged to handle confidential and not pass on to third parties all non-evident commercial and technical data that the Supplier becomes aware of through the business relationship with NanoMaritsa.
    2. The prior written consent of NanoMaritsa shall be required for the manufacture for third parties and exhibition of products manufactured specifically for NanoMaritsa, especially those made according to drawings and manufacturing specifications of NanoMaritsa, for publications relating to ordered goods and services, and for references to this order vis-à-vis third parties.
  15. Force majeure
    1. The Supplier shall not be liable for the non-performance or the poor performance of the legal agreement if this is attributable to events of force majeure.
    2. If the Supplier invokes force majeure, then he must inform the other Party without delay about the occurrence and the expected duration thereof. If he fails to do so, then he may not invoke force majeure.
    3. Upon request, the Supplier must provide NanoMaritsa with written confirmation of the circumstances which in his view establish a case of force majeure.
  16. Miscellaneous provisions
    1. The Supplier shall be obliged to inform NanoMaritsa in writing without delay if significant changes to his control structure or ownership occur relative to the circumstances in force at the time of the conclusion of the legal agreement.
    2. Should any of the clauses of these General Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.
  17. Communications must be addressed to Adrian Engineering Group EOOD, Ul. Lipa 45A App. 9, 6300 Haskovo/Bulgaria.