GENERAL BUSINESS TERMS AND CONDITIONS
I. GENERAL CONDITIONS
Article 1. These GENERAL BUSINESS TERMS AND CONDITIONS are to be applied to the manufacture of goods and the sales of goods and services, offered by SIGNAL Ltd. (hereby called “Manufacturer”), as long as they do not contradict any framework agreement clauses.
Article 2. All price quotations, orders and deliveries of goods and/or services are based on these GENERAL BUSINESS TERMS AND CONDITIONS.
Article 3. Amendments of these TERMS AND CONDITIONS are only possible with an explicit written agreement on the part of the Manufacturer.
Article 4. The GENERAL BUSINESS TERMS AND CONDITIONS are posted on the website of SIGNAL Ltd. – http://www.signal-bg.com/. The Client shall familiarize himself with these GENERAL BUSINESS TERMS AND CONDITIONS .
Article 5. These GENERAL BUSINESS TERMS AND CONDITIONS are valid as of 25th January 2018.
II. PRICE QUOTATIONS
Article 6. The Manufacturer shall prepare and send the Client a customized quotation based on his/her inquiry; the quotation includes the following product specifications: type and name of the product and/or service, type of printing, dimensions, material, number of colours, type of cutting and folding, quantity, manufacturing time, delivery terms, price, printing and die cutting plates, pre-printing and terms of payment.
Article 7. The quotation offered is only valid for the goods and/or services included, their technical specifications and the respective quantity.
Article 8. The quotation is valid for 30 calendar days from the day it was written unless the quotation provides for a different validity period.
Article 9. The Manufacturer reserves the right to correct any mistakes in the product specifications included in the quotation.
Article 10. The price of the goods/services offered in a particular quotation is final unless a different price has been agreed on.
Article 11. The quotations for the Bulgarian Clients are in BGN and those for the international Clients – in EUROs exclusive of VAT, unless the two parties have agreed differently.
Article 12. All prices are EX-WORKS the Manufacturer's warehouse in the town of Gabrovo (EXW – Incoterms 2012), unless the two parties have agreed differently.
Article 13. In cases of framework agreements for the manufacture of goods and/or services, which include specific prices of the goods and/or services in question, the Manufacturer retains the right to change the prices of goods and/or for services, as well as the terms of ordering, delivery and/or payment one-sidedly at his own discretion, if significant changes in the market conditions occur such as, but not limited to, the change of raw material and material prices, etc. In such cases the Manufacturer shall inform the Client of the respective change in writing and in due course.
IV. ORDERING THE MANUFACTURE OF GOODS AND/OR SERVICES
Article 14. An order of goods manufacture and/or services is the written agreement on the part of the Client with the conditions and product specifications included in a particular price quotation and an approval of the graphic sample (design) sent beforehand. When ordering goods that have been previously manufactured, whose graphic design has already been approved by the Client, no second approval is necessary on the part of the Client.
Article 15. The Manufacturer shall confirm the acceptance of an order by phone or by email (in writing).
Article 16. During the pre-printing preparation of a product using the Client's design, he/she shall provide the original work file containing the graphic design of the product. The file has to be in Corel Draw, Adobe Illustrator, .pdf, .eps, .ps or any other format that allows the conversion of fonts and lines into curves and further design modifications. If the file contains pictures, they have to be in CMYK colour mode with a resolution of minimum 200 DPI.
Article 17. In case the Client cannot provide a work file containing a graphic design in the above-specified format that meets the requirements of Article16, the Manufacturer can recreate one from a picture with a resolution of minimum 200 DPI. This service shall be paid additionally by the Client, unless the two parties have agreed differently.
Article 18. The Manufacturer bears no responsibility for discrepancies and mistakes in the manufactured goods due to an incorrect graphic design sent by the Client.
Article 19. At the Client's request, the Manufacturer may correct mistakes in the graphic design of the product that has been sent to him. The Client shall pay for this service additionally, unless the two parties have agreed differently.
Article 20. All files, pictures, drafts, designs, drawings and other materials provided by the Client for use of the Manufacturer, are subject to copyright according to the Law on copyright and its related rights, and they belong to the Client.
VI. PRINTING AND DIE CUTTING PLATES
Article 21. All printing and die cutting plates manufactured for the purposes of a particular order shall be paid by the Client only once, unless the two parties have agreed differently.
Article 22. The Manufacturer shall store the printing and die cutting plates paid by the Client for one year, from the day of the latest order. After that he has the right to do with them whatever he pleases if the Client has not taken them already.
VII. PAYMENT TERMS
Article 23. The payment of the invoiced amount for each order shall be made in advance, i.e. before the dispatch of the goods, unless the two parties have agreed differently.
Article 24. The payment is considered to be made by the Client after the Manufacturer has received the amount.
VIII. MANUFACTURE AND DELIVERY TERMS
Article 25. The manufacture deadline is 5 (five) business days from the date of the order in case no special production means need to be made (design, printing plates, die cutting plates).
Article 26. When manufacturing goods and/or providing services with the Client's own material, the manufacturing starts on the following business day of their arrival date at the warehouse of the Manufacturer. Transport expenses for the delivery of the materials to the warehouse of the Manufacturer shall be paid by the Client.
Article 27. Should the Client require a shorter deadline, the latter shall be subject to additional payment and shall be noted in the price quotation addressed to him/her, unless the two parties have agreed differently.
Article 28. The manufacture deadline may vary depending on the quantity of goods ordered, their specifications and pre-printing preparation needed.
Article 29. The exact manufacture time is set in the respective price quotation.
Article30. The Client has the right to choose the means of delivery – his own transport, a transport/courier company, etc.
Article 31. The Client shall provide the Manufacturer with his/her correct address and delivery conditions in due time.
Article 32. The Client shall transport (accept) the manufactured goods within 10 business days from the day the Manufacturer is ready to dispatch.
Article 33. If the Client does not transport (accept) the manufactured goods within the set deadline, the Manufacturer shall calculate warehouse fees amounting to 5 (five) BGN per day, which will be invoiced on the day of the dispatch. If the Client has not transported the manufactured goods within 60 days, the Manufacturer has the right to destroy them.
Article 34. The Manufacturer shall recreate the print colours chosen by the Client within the following maximum tolerances for colours:
1. dE*ab = 6 – for printing colours; this tolerance can be greater if the printing is done on a base whose colour is not white;
2. dE*ab = 8 – for dyeing colours (used on cotton, polyester, polyamide).
Article 35. The Manufacturer shall observe the dimensions pointed by the Client, within the following possible tolerance ranges for textile materials:
1. Width – +/- 1 mm
2. Length – +/- 1.5% from the length of the label
X. TRANSFER OF OWNERSHIP AND RISK OF DESTRUCTION OR DAMAGE
Article 36. The Manufacturer retains ownership of the goods and/or services until they are fully paid for by the Client.
Article 37. The manufactured goods are considered delivered to the Client as of their loading at the warehouse of the Manufacturer.
Article 38. From the moment the goods are given to the courier, dispatcher or truck driver, but in any case no longer than the moment the goods leave our warehouse, the risk is transferred to the Client.
Article 39. If the dispatch of the goods is delayed due to circumstances out of the Manufacturer's control, the risk is transferred to the Client on the day the Manufacturer is ready to dispatch.
XI. ORDER CANCELLATION
Article 40. The Client can cancel an order for a legitimate reason, even when the Manufacturer has no fault, but he/she shall pay the Manufacturer for the expenses made, the work done and the prospective profit of the latter.
Article 41. On receiving the goods, the Client shall carry out an immediate quality and quantity check. Should he/she discover any discrepancies, he/she shall inform the Manufacturer in writing within 2 (two) business days.
Article 42. In case of discrepancies, the Client shall give the Manufacturer an opportunity to inspect the respective order. The Manufacturer shall inform the Client of his/her intention to do so in writing, after receiving the written claim. In this case the Client shall store the discrepant part of the order and shall not have the right to do anything with it.
Article 43. If the Client has a claim regarding part of the delivered goods, this does not give him the right to reject the whole batch.
Article 44. In case the claim is accepted, the Manufacturer shall fix the defects which are subject to the claim at his own expense.
Article 45. The Manufacturer bears no responsibility in case the goods have been manufactured using the Client's own materials and a quantity or quality discrepancy occurs due to the poor quality of the materials.
Article 46. In case the claim is accepted, the Client shall return the faulty goods to the Manufacturer within 15 calendar days of the claim acceptance.
XIII. FORCE MAJEURE CIRCUMSTANCES
Article 47. The Manufacturer bears no responsibility in cases he he fails to carry out his duties due to a force majeure.
Article 48. The following are considered force majeure events: fires, floods, other natural disasters, a war, a revolution, terrorist attacks, protests, strikes and other industrial actions and situations/technical failures, such as electricity cuts, power cuts, lack of fuel, transport, etc. anything that could have a negative impact on the manufacturing process carried out by the Manufacturer, as well as any events out of his control.
XIV. GENERAL CONDITIONS
Article 49. The current Bulgarian legislation is to be applied to any issues not provided for in these GENERAL BUSINESS TERMS AND CONDITIONS.
Article 50. If any arguments arise with regards to a placed order or a manufacturing contract, the two parties shall settle these voluntarily using their good will. If they cannot reach an agreement through negotiations, all disputes shall be resolved by the respective competent court according to the Bulgarian legislation.
Article 51. If any of the clauses of these GENERAL BUSINESS TERMS AND CONDITIONS turns out to be invalid in a particular case, that shall not affect the validity of all the other clauses.
Article 52. The GENERAL BUSINESS TERMS AND CONDITIONS can be amended or supplemented by SIGNAL Ltd. The respective amendments and additions shall come into force as of the date they are posted on the website of the Manufacturer– www.signal-bg.com