Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended reenacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order which is accepted by both parties.
2.1.2 A **Quotation** does not constitute a binding offer and the terms of the Quotation may be changed by the Seller without notice at any time up until the Seller accepts in writing an order from the Buyer.
No variation to these Conditions shall be binding unless agreed in **Writing** between the authorised representatives of the Buyer and the Seller.
The Seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Seller in **Writing**. Upon entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
Any advice or recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the **Buyer’s own risk**, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
Any typographical clerical or other error or omission in any Sales Literature, quotation price, list acceptance of offer, invoice or other document or information, issued by the Seller, shall be subject to correction without any liability on the part of the Seller.
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in **Writing** by the Seller’s authorised representative
The Buyer shall be responsible to the Seller for ensuring the **accuracy of the terms of any order** (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3.1 The Buyer shall be responsible for and entirely at his **own risk** with regards to the choice, use and application of the Goods.
3.3.2 The Buyer must satisfy itself that the Goods are suitable for their purpose and conform with any applicable International safety, quality, technical or any other standards or regulations.
The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
The Buyer’s instructions specifications, provided to the Seller, shall be deemed to be correct.
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall **indemnify the Seller** against all loss damages costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory, International or other requirements or where the Goods are to be supplied to the Seller’s specification changes which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in **Writing** of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including **loss of profit**) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation.
The Seller may amend correct or vary any Sales Literature without notice and without any liability on the part of the Seller. The Seller accepts no liability for any inaccuracy or misleading statements made in the Seller’s Sale Literature.
All specification, drawings and particulars of weight and dimensions submitted within the Seller’s Quotation and tenders are **approximate** where tolerances are not shown.
The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export the Seller’s published export price list shall apply. All prices quoted are valid for **30 days only** or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods, which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller all prices are given by the Seller on an **ex works basis**. In case the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport packaging and insurance.
The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
The Buyer shall pay the price of the Goods **before the delivery** of the goods. The time of payment of the price shall be of the **essence** of the Contract. Receipts for payment will be issued within five days after payment.
If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
Should the Buyer request any change, alteration, specification, then any additional charge occasioned by such alterations, all changes may be added to the price of any Goods as yet uninvoiced.
Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller delivering the Goods to that place.
Any dates quoted for delivery of the Goods are **approximate only** and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods subject to clause 8 hereof.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:
The Buyer is required to test goods upon delivery and shall be deemed to have accepted the Goods **14 days after delivery** to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject goods which are not in accordance with the contract.
The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
Risk of damage to or loss of the Goods shall pass to the Buyer:
Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the **property in the Goods shall not pass to the Buyer** until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer the latter shall hold the Goods as the Seller’s **fiduciary agent** and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property but shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured.
Until such time as the property of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller. In case the Buyer fails to do so the Seller shall have the right to enter upon any premises of the Buyer or any third party where the Goods are stored and **repossess the Goods**. The Buyer shall appoint the Seller and its agents as it’s irrevocable attorney for this purpose.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller. In case the Buyer does so all due money from the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification for a period of **twelve months** from the date of delivery.
The above warranty is given by the Seller subject to the following conditions:
Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are **excluded to the fullest extent** permitted by law.
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within **seven days** from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure. In this case the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet a specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to **replace the Goods** (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.7.1 The following provisions set out the Sellers entire liability (including any liability for acts and omissions of its employees agents and subcontractors) to the Buyer in respect of:
8.7.2 Any act or omission on the part of the Seller or its employees, agents or subcontractors, falling within clause 8.7.1 above, shall for the purposes of this clause shall be known as an **”Event of Default”**.
8.7.3 The Seller shall accept liability to the Buyer for death or injury, resulting from its own or that of its employees’ agents or subcontractors negligence up to a maximum of **ten thousand Bulgarian Leva**.
8.7.4 The Seller’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the **Contract price** in the case of an Event of Default.
8.7.5 Subject to clause 8.7.3 above, the Seller shall not be liable to the Buyer in respect of any Event of Default for **loss of profit goodwill or any type of special indirect or consequential loss** (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.
8.7.6 If a number of Events of Default give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Conditions.
8.7.7 The Buyer hereby agrees to afford the Seller not less than **30 days** in which to remedy an Event of Default hereunder.
8.7.8 Except in the case of an Event of Default arising under 8.7.3 above, the Seller shall have no liability to the Buyer in respect of any Event of Default unless the Buyer shall have served notice of the same upon the Seller within **three months** of the date it became aware of the circumstances giving rise to the Event of Default.
8.7.9 Nothing in this clause 8.6 shall confer any right or remedy upon the Seller to which it would not otherwise have been legally entitled.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause **beyond the Seller’s reasonable control**. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright design, trade mark or other industrial or intellectual property rights of any other person then unless the claim arises from the use of any drawing or specification, supplied by the Buyer, the Seller shall indemnify the Buyer against all loss damages, costs and expenses, awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
This clause applies if:
If this clause applies, then without prejudice to any other right or remedy, available to the Seller, the latter shall be entitled to **cancel the Contract** or suspend any further deliveries under the Contract without any liability to the Buyer. If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
The Seller may in the circumstances, set out in clause 10.1 above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 7 above.
In these Conditions **”Incoterms”** means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression, which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered **free onboard** the air or sea port of shipment and the Seller shall be under no obligation to give notice.
The Buyer shall be responsible for arranging, for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
The Contract shall be governed by the **laws of Bulgaria and the European community**, as well as the **United Nations Convention on Contracts for the International Sale of Goods**.
These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
KLS is a global leader in key interlock. Our range of security interlocks is suitable for a wide range of industrial applications, as: power generation, extractive industry, construction materials, railways industry, harbors and naval infrastructures, airports and metro station infrastructures, automotive, food industry, wood and paper industry. The key interlocking systems utilize locks and keys for sequential control of equipment and machinery to ensure safe operation.
Copyright © 2025 KLS Group. All rights reserved.
