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  2. Terms and Conditions

Terms and Conditions

 

GENERAL TERMS AND CONDITIONS OF “KASTO CHAIRS” LTD, UIC 202693911

I. General Provisions and Scope

  1. These General Terms and Conditions (the “General Terms and Conditions”) govern all commercial transactions for the sale of chairs and related products manufactured by KASTO CHAIRS LTD (hereinafter referred to as the “Seller”), acting in its capacity as a commercial undertaking and manufacturer, with business entities/companies (the “Buyer”), established in the Republic of Bulgaria, in Member States of the European Union, as well as in third countries outside the EU.
  2. These General Terms and Conditions shall apply to all transactions of the Seller pursuant to Article 298, paragraph 1, item 2 of the Bulgarian Commerce Act, and the Buyer shall be deemed bound by them from the moment of initiating an order, accepting an offer, placing an order, concluding a contract, or accepting delivery of the goods.
  3. The provisions of these General Terms and Conditions shall apply to the contractual relationship between the Seller and the Buyer in all matters not expressly agreed otherwise in writing between the parties. In the event of any discrepancy or conflict between these General Terms and Conditions and individually agreed written terms, the individually agreed terms shall prevail to the extent they relate to the specific transaction.
  4. These General Terms and Conditions expressly exclude the application of any general terms and conditions of the Buyer, unless the Seller has expressly agreed to their application in writing.
  5. The Seller contracts exclusively with legal entities acting in the course of their business activities. These General Terms and Conditions do not apply to sales to consumers.

II. Definitions
For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:

Seller – KASTO CHAIRS LTD, UIC 202693911, as the manufacturer of chairs and related products, with seat and registered address in BULGARIA, Velingrad, P.O. Box 4600, Vitosha Street No. 3, Phone: +359886320964, Email: info@kastochairs.com, Website: https://kastochairs.com.

Buyer – a legal entity entering into a transaction with the Seller, including companies from Bulgaria, the EU, or third countries.

Transaction – any sale of goods by the Seller to the Buyer, including any order, confirmed offer, contract, or delivery.

General Terms and Conditions – these General Terms and Conditions, governing all rights and obligations under transactions of the Seller.

Goods – chairs and related products manufactured and supplied by the Seller.

Contract – a legally binding agreement between the Seller and the Buyer concluded in accordance with these General Terms and Conditions.

COMMERCIAL ACT (CA) – the Commercial Act of the Republic of Bulgaria, effective from 01.07.1991, as amended.

OBLIGATIONS AND CONTRACTS ACT (OCA) – the Obligations and Contracts Act of the Republic of Bulgaria.

Directive 2011/7/EU – Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payment in commercial transactions (consolidated version).

CISG / Vienna Convention – the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention on Contracts for the International Sale of Goods).

Incoterms® 2020 – a set of international trade rules published by the International Chamber of Commerce (ICC), which clearly define the allocation of responsibilities, costs, and risks between the seller and the buyer for the international delivery of goods, specifying who arranges transport, pays the costs, and where the risk transfers, covering all modes of transport and general rules for all types of carriers.

CMR Consignment Note (CMR) – a document issued by the consignor or carrier in accordance with the Convention on the Contract for the International Carriage of Goods by Road (CMR, 1956), evidencing the contract of carriage and containing details about the consignor, consignee, carrier, transported goods, route and conditions of transport. It serves as proof of the carriage contract and governs the carrier’s liability for loss, damage, or delay of the goods.

III. Applicable Law and Jurisdiction

  1. Governing Law
    All transactions shall be governed by:
  • the Bulgarian law, including the Commercial Act (CA) and the Obligations and Contracts Act (OCA);
  • the applicable European Union law, including Directive 2011/7/EU on combating late payment in commercial transactions;
  • the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention), which the parties expressly accept as applicable, provided that it does not conflict with the mandatory provisions of Bulgarian law or applicable EU law.
  1. Jurisdiction
    All disputes arising out of or in connection with these General Terms and Conditions, the relevant contract, order, or commercial transaction between the parties, including disputes regarding their validity, interpretation, performance, non-performance, or termination, shall be submitted exclusively to the competent Bulgarian courts. The Buyer expressly accepts and agrees to the exclusive jurisdiction of the Bulgarian courts.

IV. Offers, Orders, and Conclusion of Contract

  1. Order Placement and Execution Mechanism

1.1 Order Initiation
Orders are initiated by the Buyer by contacting the Seller through electronic means – including e-mail, the contact form on the Seller’s website, or any other durable electronic communication channel.

1.2 Order Content
Each order must contain at a minimum: the type and model of the product, quantity, delivery address, billing information, and any other necessary details, including contact information.

1.3 Order Confirmation
Upon receipt of the order, the Seller shall send a confirmation, specifying the production/delivery timeframe and the price.

1.4 Documentation
Upon execution of the order, the Seller shall prepare:

  • a goods receipt listing all items included in the order;
  • a commercial invoice;
  • a CMR consignment note in case of international road transport.

These documents shall accompany the goods during transportation and delivery.

1.5 Electronic Correspondence
All statements, notifications, confirmations, and agreements made electronically shall be valid and binding between the parties, in accordance with commercial practice.

  1. Nature of Seller’s Offers
    All offers by the Seller, including catalogs, price lists, and electronic proposals, are indicative only, unless explicitly stated otherwise.
  2. Order as Offer and Contract Conclusion
    An order submitted by the Buyer constitutes an offer under the Commercial Act. The contract shall be deemed concluded upon written confirmation by the Seller.
  3. Amendments and Additions
    Any amendments or additions to contracts shall only be valid if made in writing.

V. Products

  1. Standard (Catalogue) Products
    1.1 The Seller manufactures and offers chairs in accordance with its current product catalog, published on its official website.
    1.2 Technical specifications, materials, and design are determined by the catalog specifications in effect at the time of conclusion of the contract.
  2. Custom Products
    2.1 At the explicit request of the Buyer, the Seller may manufacture items according to individual specifications     set by the Buyer.
    2.2 For custom products, the Buyer is responsible for the accuracy of the provided specifications. Once the project is approved by the Buyer, further modifications are not permitted.
    2.3 Custom products are non-cancellable and non-returnable, except in cases of proven non-conformity.

VI. Price. Payment Terms

  1. All prices are agreed and invoiced in Euro (EUR), unless otherwise agreed in writing.
  2. All payments shall be made by bank transfer to the Seller’s bank account specified on the invoice.
  3. Unless expressly agreed otherwise in writing by the parties, payments shall be made as follows:
    • 30% (thirty percent) advance payment – due within 5 days from the date the invoice is sent by the Seller to the Buyer following acceptance of the order;
    • 70% (seventy percent) final payment – due within 3 days upon receipt by the Buyer of a written notice from the Seller that the order is prepared and handed over for delivery.
  4. The Buyer agrees and acknowledges that it may not offset, withhold, or deduct any claims, demands, or damages against its obligations to the Seller, unless such set-off is explicitly agreed in writing between the parties. This includes, without limitation, any claims for non-conformity of the goods, delayed delivery, non-performance, or other expenses. Any disagreement, objection, or dispute regarding the Seller’s obligations does not entitle the Buyer to delay or reduce payments of the amounts due.

VII. Late Payments, Penalties, and Compensation

  1. In case of delay in any payment obligation, the Buyer shall automatically be in default, without the need for any notice or additional communication from the Seller.
  2. If the Buyer’s delay exceeds 10 days, the Buyer shall owe the Seller a contractual penalty for damages in the amount of 10% (ten percent) of the order value.
  3. The agreed contractual penalty shall be payable regardless of any actual damages incurred and does not exclude the Seller’s right to claim compensation for greater damages, to the extent permitted by law.
  4. Notwithstanding the penalty under clause 2 of this Section, in case of delay, the Buyer shall be liable to pay:
    • statutory default interest, payable under the Bulgarian Obligations and Contracts Act in accordance with Directive 2011/7/EU on combating late payment in commercial transactions;
    • compensation for all reasonable costs of debt collection, including legal, court, and out-of-court expenses.
  5. In case of payment delay, the Seller is entitled to any of the following measures:
    • suspend execution of current and future deliveries;
    • refuse to hand over goods prepared for delivery;
    • terminate the contract by written notice;
    • retain or reclaim delivered goods if ownership has not passed to the Buyer.

VIII. Delivery and Transfer of Risk

  1. Deliveries are made under EXW (Ex Works) terms in accordance with Incoterms® 2020 – from the Seller’s production facility or warehouse, unless the Parties expressly agree otherwise in writing.
  2. The risk of loss or damage to the Goods passes to the Buyer at the moment the Goods are made available at the Seller’s production facility or warehouse.
  3. All costs related to loading, transport, insurance, customs formalities, taxes, and fees after the moment specified in clause 2 shall be borne by the Buyer, unless the Parties agree otherwise in writing.
  4. In case of international road transport, the Goods shall be accompanied by a CMR consignment note, and the Seller shall not be liable for any acts or omissions of the carrier.
  5. At the Buyer’s request, the Seller may assist in organizing the transport or export formalities, without this altering the EXW terms and without assuming any liability for the transport.
  6. Delivery times are indicative, unless a fixed term has been expressly agreed.

IX. Acceptance and Complaints

  1. The Buyer is obliged to inspect the Goods upon delivery.
  2. Manifest discrepancies and visible defects must be reported in writing within 5 (five) business days of receiving the Goods.
  3. Hidden defects must be reported in writing within a reasonable period after their discovery, but no later than 14 days from the date of discovery, unless otherwise provided by law or the contract.
  4. Failure to comply with the above complaint deadlines shall be deemed as acceptance of the Goods without objections.

X. Quality, Warranties, and Seller’s Liability

  1. The Seller, in its capacity as manufacturer, warrants that the Goods conform to the agreed specifications, their usual purpose, and the applicable quality standards.
  2. The Seller is liable for defects of the sold Goods that exist at the time of delivery, even if the Seller was unaware of them. The Seller is not liable for defects that were known to the Buyer at the time of concluding the contract.
  3. The Buyer shall notify the Seller of discovered defects within a reasonable time, but no later than 14 days from discovery. In case of defects, the Buyer is entitled to request: repair of the defects, proportionate price reduction, or contract termination if the defects are substantial. If the Buyer opts for repair, the Goods shall be returned to the Seller at the Seller’s expense.
  4. 4.1. If the defects reported by the Buyer are unfounded (i.e., not confirmed by the Seller upon inspection or return) or arise from improper use, installation, storage, mechanical damage, normal wear and tear, use contrary to instructions or intended purpose, or actions or omissions by the Buyer or third parties, the Seller shall not be obliged to remedy the defects, reduce the price, and the Buyer shall have no right to terminate the contract.
    4.2. In the cases referred to above, all costs related to the transport of the Goods to and from the Seller, storage, inspection, expert evaluation, and return delivery shall be borne entirely by the Buyer.
    4.3. The Seller shall prepare a written report on the inspection results and notify the Buyer. The Buyer is obliged to organize and take delivery of the Goods at its own expense within 14 (fourteen) days from the date of notification.
    4.4. In the event of failure to comply with the obligation under the preceding clause, the Seller shall have the right, after the expiration of the period and after additional notice, at its discretion, to:
    a) sell the Goods at the Buyer’s expense, deducting incurred costs;
    b) deliver them for recycling or destruction if the Goods are unfit for sale;
    c) charge reasonable storage fees until the final disposal of the Goods.
    4.5. If the Buyer disagrees with the Seller’s findings, the parties may appoint an independent technical expert or certified body, agreed upon by both parties, to conduct an inspection. The costs of the expert evaluation shall be borne by both parties upon commissioning the expert; after the issuance of the expert report, the total cost shall be invoiced to the party whose position is not confirmed by the report.
    4.6. The conclusion of the independent expert shall be final and binding on the parties, unless contested in court.
  5. In international sales, the provisions of the CISG, including Articles 35–44, shall apply, under which the Seller must deliver Goods that conform in quantity, quality, and type to the contract, and the Buyer is obliged to inspect and notify the Seller of non-conformity within a reasonable period – 14 days.
  6. The Seller shall not be liable for defects caused by improper use, installation, storage, or modifications made by the Buyer or third parties.
  7. Liability for non-conformity is governed by the Bulgarian Obligations and Contracts Act, the Commercial Act, and, in international sales, the CISG (Articles 35–44).

XI. Limitation of Liability

  1. The Seller shall not be liable for indirect damages, lost profits, loss of production, contracts, or reputation, except in cases of intentional misconduct or gross negligence.
  2. The total liability of the Seller, regardless of the legal basis, is limited to the value of the respective delivery giving rise to the non-performance.

XII. Force Majeure

  1. Force majeure means an unforeseeable or unavoidable extraordinary event occurring after contract conclusion that makes performance objectively impossible.
  2. The party unable to perform due to force majeure is not liable for non-performance for the duration of such event, provided the other party is notified within 7 days.
  3. If the force majeure event continues for more than six months, either party may terminate the contract without liability for compensation.

XIII. Final Provisions

  1. If any provision of these General Terms is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions.
  2. These General Terms shall enter into force on the date of their publication on the Seller’s website and shall be binding on all commercial transactions of the Seller.
  3. The Seller reserves the right to unilaterally amend or supplement these General Terms by publishing the updated version on its website or providing it to the Buyers by other appropriate means.
  4. Amendments or supplements to the General Terms shall apply only to orders placed after their effective date, unless the parties have expressly agreed otherwise in writing.
  5. New or amended General Terms shall not apply to orders already accepted or contracts already concluded, unless the Buyer has expressly provided written consent, including via electronic correspondence.
  6. Continuation of the commercial relationship and placement of new orders after the entry into force of the amended General Terms shall constitute acceptance of the updated version.