Application and Entire Agreement
1. These Terms and Conditions apply to the provision of services outlined in our quotation (Services) by LogiTech Capital EOOD, a company registered in Bulgaria under registration number 207413733, with its registered address at Luben Karavelov 2-3-5, 4002 Plovdiv, Bulgaria (referred to as "we" or "us"), to the individual or entity purchasing the services (referred to as "you").
2. Terms defined in our quotation are applicable to these Terms and Conditions. In cases of conflicting provisions between the quotation and these Terms and Conditions, the terms outlined in the quotation shall take precedence.
3. Your acceptance of our quotation or the commencement of the Services, whichever occurs earlier, implies your acceptance of these Terms and Conditions. These Terms and Conditions, combined with our quotation, constitute the entire agreement between us.
4. You acknowledge that you have not relied on any statements, promises, or representations made by or on behalf of us. These Conditions prevail over any other terms that you may attempt to impose, incorporate, or that are implied by trade practices or course of dealing.
5. "Business day" refers to any day other than a Saturday, Sunday, or public holiday in Bulgaria.
6. The headings within these Terms and Conditions are for convenience and do not affect their interpretation.
7. Words in the singular shall include the plural, and vice versa.
8. We guarantee the use of reasonable care and skill in providing the Services, which will comply with the quotation's specifications. We retain the right to make any necessary changes to comply with applicable laws or safety requirements, with prior notification to you.
9. We will make reasonable efforts to complete the Services within the agreed-upon timeframe, as outlined in the quotation. However, time is not of the essence in the fulfillment of our obligations.
10. These Terms and Conditions apply to the supply of both goods and Services, unless otherwise specified.
11. You must acquire any necessary permissions, consents, licenses, or other prerequisites that we require and provide access to all relevant information, materials, properties, and other matters necessary for us to provide the Services.
12. Failure to comply with clause 11 may result in the termination of the Services.
13. To protect our confidential information, you must sign and deliver the mutual Confidentiality and Non-Disclosure Agreement in the form provided by us.
14. We are not responsible for delays or failures in providing the Services due to your failure to comply with the provisions outlined in this section (Your Obligations).
15. A Purchase Order (PO) must be issued to LogiTech Capital EOOD upon accepting the quotation or entering into a contractual agreement.
Fees and Deposit
16. The fees (Fees) for the Services are detailed in the quotation.
17. In addition to the Fees, we can recover a) the cost of third-party services required for the Services and b) the cost of any materials necessary for providing the Services.
18. Payment for any additional services not specified in the quotation is due according to our current applicable rates in effect at the time of performance or as agreed between us.
19. The Fees may include applicable VAT and other taxes or levies imposed by competent authorities.
20. Payment is due according to pre-agreed terms from the invoice date, with the exception of pre-paid accounts due before delivery, and duties and taxes subject to individual terms. Payments can be made via funds transfer or as nominated. The customer is responsible for all applicable taxes, duties, licenses, excises, and tariffs related to the sale, purchase, or delivery of the product(s). We reserve the right to require prepayment for all or part of the services' price before accepting any order.
Cancellation and Amendment
21. We reserve the right to withdraw, cancel, or amend a quotation if it has not been accepted or if the Services have not commenced, effective from the date of the quotation (unless withdrawn).
22. Either party can cancel an order for any reason before the quotation's acceptance (or rejection).
23. You must inform us in writing if you wish to amend any Service details as soon as possible. We will make reasonable efforts to accommodate changes, and additional costs will be included in the Fees and invoiced.
24. In cases beyond our control, including those outlined in the clause below (Circumstances beyond a Party's Control), that necessitate changes to the Services or how they are provided, we will notify you immediately and strive to minimize such changes.
25. The Purchase Order (PO) cannot be canceled for Services that have commenced and are therefore chargeable.
26. We will invoice you for payment of the Fees:
a. For first-time customers, we operate on a prepayment basis. Upon accepting the quotation, payment of the Fees is required before the commencement of the Services.
b. After the initial engagement, payment terms for subsequent services allow for a grace period of 30 days from the completion of the Services. This arrangement provides flexibility, ensuring that payment aligns with the delivery of our valued services and facilitates smooth business transactions.
27. Payment of the Fees is to be made within the agreed-upon payment terms from the date of our invoice or in accordance with any credit terms that have been mutually agreed upon. The timing of payment is a crucial aspect of the Contract.
28. In the event of non-payment within the stipulated period mentioned above, we retain the right to charge interest at a rate of 4.343 % pa (last updated May 2023) above the base lending rate of the Bank of Bulgaria, accruing on the outstanding amount until full payment is received.
29. All payments due under these Terms and Conditions must be settled in full without any deduction or withholding, except as mandated by applicable law. Neither party can offset any credit, set-off, or counterclaim against the other to justify withholding payment, either wholly or partially.
30. Failure to make timely payment may lead to the suspension of further Services and the cancellation of any future services that have been arranged or ordered.
31. Upon request, we will provide receipts for payments made.
32. Payments are to be made in Euro, unless otherwise mutually agreed upon in writing.
33. During the process of making a purchase, you may encounter an option to prepay import taxes and customs duties levied by the destination country. This includes potential disbursement fees or similar charges imposed by the shipper, broker, or customs authority of the destination country (referred to collectively as "Import Fees"). Our liability for Import Fees is only applicable if expressly specified in our quotation and if you have made the full payment. While we strive to provide accurate estimates for Import Fees, the final amount due may vary. We do not have control over Import Fees, and their exact amount can be unpredictable.
34. If you choose not to pay Import Fees and subsequently refuse or fail to accept the product(s) delivery, neglect to pay Import Fees, or attempt to return the product(s) to evade Import Fees: 1) Shipping and handling costs will not be reimbursed; 2) You assume responsibility for all charges stemming from failure or refusal to pay Import Fees; 3) Reimbursement requests for paid Import Fees will not be entertained; 4) You might have the option (as per local laws) to seek reimbursement from a governmental authority for part or all of the actual Import Fees; 5) Any outstanding portion owed to us, not yet collected, will be invoiced to you through the initial payment method.
35. In anticipation of our Services, any due Import Fees must be paid before or by the stipulated due date in accordance with our quotation. Failure to fulfill Import Fee payments as required may lead to Contract termination as per clause 37.
Sub-Contracting and Assignment
36. We retain the right to assign, transfer, charge, subcontract, or otherwise deal with our rights under these Terms and Conditions at any time. Similarly, we can delegate or subcontract our obligations to a third party.
37. We reserve the right to terminate Services immediately under the following circumstances:
a. Your significant breach of obligations under these Terms and Conditions; b. Failure to pay any amount stipulated in the Contract by the specified due date; c. Your filing of a bankruptcy order or taking advantage of statutory relief for insolvent debtors, as perceived reasonably by us; d. Your voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other arrangement with creditors; e. Your convening of a creditors' meeting, entry into voluntary or compulsory liquidation, appointment of a receiver, manager, administrator, or administrative receiver for your assets, or initiation of insolvency-related proceedings.
38. Upon termination, you are obligated to settle all outstanding unpaid invoices and interest. Additionally, for Services provided without invoice submission, we will issue an invoice, payable immediately upon receipt. Interest will accrue as described in clause 28 on any unpaid sums.
39. Termination or expiration of the Contract does not affect accrued rights, remedies, obligations, or liabilities of the parties up to the termination or expiration date, including the right to claim damages for a breach of the Contract that existed before said date.
Liability and Indemnity
40. Our liability, as detailed in these Terms and Conditions and concerning statutory duty, tort, misrepresentation, or any other legal basis, is subject to the limitations specified in this section.
41. Our total liability is capped at the total amount of Fees payable under the Contract.
42. We are not liable (whether due to our employees, agents, or otherwise) for:
a. Indirect, special, or consequential losses, damages, costs, or expenses; or b. Loss of profits, anticipated profits, business, data, reputation, goodwill, interruption, or other third-party claims; or c. Failure to perform our obligations due to circumstances beyond our reasonable control; or d. Losses caused directly or indirectly by your breach in relation to your obligations; or e. Losses arising from your choice of Services, their suitability for your needs, or your use of Services or goods associated with the Services.
43. We cannot be held liable for any failure to provide Services if a bank, financial institution, or any other entity declines to transfer, accept, or delays the transfer of funds for goods payment, on the grounds that the consignee is not listed as the importer on the 'letter of entry.' Any losses or costs arising in such circumstances shall be borne by you. We are not obligated to collect payment or settlement from the consignee in these cases. This provision does not preclude our right to invoice you for the Services rendered up to that point.
44. You are required to indemnify us against any damages, costs, claims, and expenses resulting from loss or damage to equipment, including third-party equipment, caused by your actions, your agents, or employees.
45. Nothing within these Terms and Conditions limits or excludes our liability for death or personal injury arising from our negligence, fraudulent misrepresentation, or any matter for which exclusion or limitation of liability would be unlawful.
Circumstances beyond Party's Control
46. Neither party is responsible for any failure or delay in fulfilling obligations if it arises from circumstances beyond that party's reasonable control. Such circumstances encompass, but are not limited to: power failures, Internet Service Provider outages, industrial disputes, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, war, governmental actions, pandemics or any other event outside the control of the party concerned. If such a delay persists for 90 days, either party has the option to terminate or cancel Services as per these Terms and Conditions.
Law and Jurisdiction
47. These Terms and Conditions are subject to the laws of Bulgaria and will be interpreted accordingly. Any disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the courts of Bulgaria.