These General Terms and Conditions (GTC) govern the legal relationship between the entities within CERB GROUP and their Clients.
These GTC are effective as of August 5, 2020.
- Definitions
In these GTC, the following terms shall have the meanings assigned to them below:
1.1. “CERB GROUP” – means one, several, or all of the following legal entities: Central Energoremontna Baza EAD; “CERB TRAFO” EOOD; “CERB VEM” EOOD; “CERB MECHANO” EOOD; CERB-TRADE EOOD; “CERB – Center for Metal Control” EOOD; CERB Vibro Health EOOD; CERB-ELECTRO CONSTRUCTION OOD; CERB BUILD EOOD.
1.2. “Confidential Information” – means any information in any form (including, but not limited to, written, oral, visual, electronic, or recorded on optical or magnetic media) regarding trade secrets, know-how, client data, pricing, commercial proposals (offers), internal organizational matters of CERB GROUP, non-public financial data, supplier information, business intentions, and R&D activities, including methods and personnel involved.
1.3. “Contract” – means a written agreement concluded between a CERB GROUP entity and a Client for the sale of goods and/or provision of services subject to these GTC.
1.4. “Client” – means any natural or legal person or entity entering into a contract with a CERB GROUP company.
1.5. “Authorized Representative” – means the person legally empowered to represent the legal entity toward third parties.
1.6. “Goods and/or Services” – means the goods, services, and materials (or any part thereof) as defined in each specific Order.
1.7. “Intellectual Property Rights” – means copyrights, industrial property rights, trade names, trademarks, geographical indications, and any derivatives thereof, whether registered or otherwise protected by law.
1.8. “Insolvency” – means a state where a party is subject to insolvency or bankruptcy proceedings under the Commercial Act.
1.9. “Order” – means a written confirmation by the Client accepting an Offer issued by a CERB GROUP entity.
1.10. “Offer” – means a commercial proposal including: scope of goods/services; validity period; performance timeframe; place of execution; and price.
1.11. “Specifications” – means any technical descriptions, plans, drawings, or images agreed upon in writing between the parties.
I. Applicability and General Provisions
Art. 1 (1) These GTC govern the relationship between CERB GROUP and the Client and apply whenever a Contract or Order is in effect.
(2) Any terms deviating from or excluding these GTC shall be valid only if expressly agreed upon in writing by the respective CERB GROUP entity.
(3) In the event of a conflict between the Contract/Order and these GTC, the terms of the Contract or Order shall prevail.
Art. 2 These GTC apply regardless of the place of performance or the volume of Goods and/or Services.
Art. 3 (1) A valid Order must be preceded by an Offer from CERB GROUP.
(3) Proposals containing estimated pricing for non-individualized goods/services shall be deemed for informational purposes only and do not constitute a binding Offer.
Art. 4 (1) For an Order to be legally binding, it must: stem from a valid Offer; be issued by Authorized Representatives; and be documented in writing. Email correspondence is valid only if a scanned copy of the signed document is attached.
(2) Acceptance must be unconditional. Any attempt to impose new terms shall be deemed a counter-offer.
Art. 5 (1) The Client shall provide the Specifications. CERB GROUP bears no liability for the final result if the Client fails to provide such Specifications.
(2) If CERB GROUP prepares the Specifications, they are subject to express written approval by the Client, who thereafter assumes full responsibility for their fitness for purpose.
Art. 6 (1) Quantities and volumes are defined in the Order/Contract.
(3) Changes to volumes require express written consent from CERB GROUP.
(7) If the Client rejects a necessary increase in volume, CERB GROUP may terminate the Contract. In such case, the Client remains liable for work performed and costs related to site safety and asset protection.
II. Warranties
Art. 7 (1) CERB GROUP provides a warranty for defects for a period of at least 12 (twelve) months from the date of the Acceptance Certificate (Protocol).
Art. 8 (1) Liability is limited to defects arising directly from the supplied goods/services. No liability is assumed for improper use, lack of maintenance, or defects reported after the warranty period.
(3) For repairs or construction, the warranty covers only the specific portion of the asset that was subject to the service.
Art. 9 (1) The warranty period commences upon the execution of a written Acceptance-Delivery Protocol.
Art. 11 (1) The Client must notify CERB GROUP in writing within 3 (three) calendar days of a defect’s discovery. Failure to do so within the warranty period results in the forfeiture of warranty claims.
(4) The Client is liable for any additional damage resulting from a failure to provide timely notice.
Art. 12 (1) Defects caused by CERB GROUP’s performance shall be rectified without undue delay at its own expense.
(2) If a reported defect is found not to be the responsibility of CERB GROUP, the Client shall reimburse all costs incurred during the inspection.
Art. 13 If a defect caused solely by CERB GROUP is not successfully rectified, the Client may:
Request a price reduction of up to 15% of the original price; or
Terminate the Contract if the defect renders the goods/services unfit for their intended purpose, with damages capped at 15% of the purchase price.
Art. 14 (3) CERB GROUP shall not be liable for any indirect or consequential damages, including loss of production, loss of profit, or downtime, unless caused by willful misconduct or gross negligence.
III. Termination
Art. 16 A Contract is terminated upon full performance of all mutual obligations or expiry of its term.
Art. 17 (1) Either party may terminate the Contract via a one-month written notice, unless otherwise agreed.
(2) If CERB GROUP terminates for reasons attributable to the Client, the Client shall pay for work performed plus a penalty of at least 10% of the contract value. If CERB GROUP has fully performed and the Client refuses acceptance without grounds, the penalty may reach 110% of the contract value.
IV. Force Majeure
Art. 18 “Force Majeure” includes any unforeseeable or unavoidable event of an extraordinary nature, such as natural disasters, strikes, war, or government acts.
Art. 20 Obligations (excluding payment obligations) are suspended during Force Majeure.
Art. 21 Either party may terminate if Force Majeure persists for more than 60 consecutive days or 120 cumulative days.
V. Miscellaneous Provisions
Art. 22-23 CERB GROUP may amend these GTC. Amendments apply prospectively from the date of their publication on the group’s website.
Art. 25 All disputes shall be settled through negotiation. Should no agreement be reached, disputes shall be resolved by the competent Bulgarian courts under the Civil Procedure Code.
Art. 26 These GTC shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.