1. Subject matter of the agreement
These Terms and Conditions apply to all product and services of SafetyUp Ltd (hereinafter referred to as SafetyUp) as well as such services that SafetyUp provides on behalf of customers (hereinafter referred to as the client).
(1) These Terms and Conditions shall apply to all current and, by way of a blanket agreement, also to all future business relationships between SafetyUp and the client, without SafetyUp needing to refer the client to the Terms and Conditions in each specific case, unless other Terms and Conditions of SafetyUp have been incorporated into the future contracts.
(2) The quotations and declarations of acceptance, as well as all services and goods, are provided exclusively on the basis of the Terms and Conditions stated below, in each case in their latest version. These Terms and Conditions are freely accessible at any time on the Internet at https://safetyup.bg/terms-and-conditions/?lang=en, and may be saved and printed out by the client in a reproducible form.
(3) The Terms and Conditions of the client are hereby expressly rejected. Where the client has his own different, conflicting or additional Terms and Conditions, these shall not form part of the contract, regardless of SafetyUp’s knowledge of such conditions, unless expressly agreed in writing by SafetyUp at the time the contract is concluded.
3. Formation of contract
(1) All our quotations are non-binding.
(2) Acceptance shall be declared by SafetyUp in writing (including by e-mail) in the form of the order confirmation. In the absence of any other written agreements, the written order confirmation of SafetyUp shall set out the contractually due performance.
(3) There are no verbal ancillary agreements at the time of conclusion of the contract. Individual agreements (including ancillary agreements, supplements and amendments to these Terms and Conditions) expressly reached between the client and SafetyUp on an ad hoc basis shall always take precedence over these Terms and Conditions, to the extent that they have been reached after the conclusion of the contract. Subject to evidence to the contrary from the client, a written contract or – in its absence – written confirmation from SafetyUp to the client shall be decisive with regard to the content of such individual agreements.
(4) By the time the order is executed, should there be any substantial increase in the price of raw materials, wages, taxes, public dues and/or difficulties resulting from laws and/or provisions which would demonstrably and substantially affect the calculation on which the quotation was based, SafetyUp shall be entitled to increase the price by an appropriate amount.
(5) If fulfilment of the product delivery or service is dependent on the delivery of goods by a supplier of SafetyUp, it shall be subject to the proper and timely delivery on the part of our suppliers; SafetyUp shall therefore be released from the performance obligation to that extent that SafetyUp does not receive supplies from its supplier through no fault of its own, even though SafetyUp has previously concluded a supply agreement to that effect with the supplier. SafetyUp shall notify the client without delay that the supplier has failed to supply SafetyUp, that SafetyUp therefore withdraws from the contract and that the consideration – where already paid by the client – will be refunded without delay.
(6) SafetyUp reserves intellectual property rights and copyright on illustrations, drawings, drafts, models, samples, calculations, estimates and any other documents; they shall not be made available to third parties. Such information shall not be disclosed to third parties without express written agreement from SafetyUp.
(7) The quotation for services shall be based on the condition of the machine/system as indicated to SafetyUp by the client. SafetyUp shall assume that no defects or damage are present over and above usual wear and tear. SafetyUp shall notify the client of more extensive damage or defects identified during dismantling and/or while providing the service.
(1) Part shipments shall be permissible to the extent that is reasonable for the customer.
(2) Unless otherwise indicated in the contract between SafetyUp and the customer, delivery “ex works” in accordance with Incoterms 2010 is agreed. This place of delivery is the place of performance for the delivery and for any remedial action.
(3) The customer is responsible for conducting all processes in respect of export and import of the delivery items and shall bear all costs incurred for these processes. SafetyUp shall assist the customer with these processes. The delivery items may be subject to (re-)export restrictions, e.g. of the United States of America or the European Union. The customer shall observe such stipulations if the items are resold or otherwise exported.
(4) Delivery dates and delivery deadlines shall always only be approximate and shall not be binding for SafetyUp, unless a delivery date was expressly agreed in writing as binding upon conclusion of the contract. The delivery deadline or delivery date has been met if the delivery items have left the SafetyUp plant within these, or the customer has been notified by SafetyUp that the goods to be delivered are ready for shipping within the delivery deadline. At the beginning of the delivery period specified by SafetyUp it shall be assumed that all technical queries have been clarified and the customer’s obligations have been met in a timely and proper manner. In particular this shall include any documents to be obtained or produced by the customer, such as drawings, descriptions, any permits or approvals to be submitted by the customer and any agreed prepayments credited to SafetyUp’s account as agreed with SafetyUp. If any of these conditions is not met or if there are matters for which the customer is responsible that await clarification, the delivery period quoted by SafetyUp shall be postponed until the impediment is remedied or removed by the customer, and the deadline shall consequently be extended by the period of the delay.
(5) If the customer demands amendments or supplements to the contract after its conclusion, e.g. customer-specific amendments to the delivery items that render it impossible to meet the delivery deadline or delivery period, the delivery date shall be delayed or the delivery deadline extended in accordance with the amendments and supplements demanded.
(6) The customer shall be obliged to accept a delivery item that exhibits only negligible differences compared to the agreed properties or negligible impairment of use.
(7) The costs of shipping shall be met by the customer, with the choice of shipment route and method at the discretion of SafetyUp. Transport insurance shall only be concluded at the express wish and for the account of the customer.
(1) The performance by SafetyUp shall be rendered as services in accordance with the currently applicable statutory requirements, to the scope specified in a non-binding offer up until conclusion of the contract or in an order confirmation, unless specified otherwise in these Terms and Conditions
(2) The client shall make all information, materials, equipment, documents, processes etc. required for executing the order available to SafetyUp free of charge in good time before execution of the order and shall deliver these to SafetyUp at his own expense if necessary.
(3) The client himself shall remain responsible for the results desired and achieved by him. Exclusively the services stated in the quotation or order confirmation shall be due from SafetyUp. In no case shall a particular outcome be due. The client is aware that when SafetyUp performs the services desired by the client on the system/machine of the client, there may be unforeseeable effects on the entire system/machine for SafetyUp, for example as a result of changing the parameters/software. The client shall take the necessary measures to commission the system/machine at his own risk. The client shall release SafetyUp from all liability in that respect.
(4) SafetyUp and the client shall each be entitled to apply in writing for the agreed scope of services to be amended. SafetyUp and the client shall examine the feasibility of this change following receipt of an application for changes. The outcome of this examination shall be indicated to the opposite party without delay and in writing. SafetyUp shall be entitled to invoice the client for the work incurred as soon as an application for changes necessitates an extensive, labour-intensive examination and additional performance. The contractual adjustments required for such an examination or for a change to the agreed scope of services shall be set forth in a supplementary agreement.
(5) Orders shall be executed on the basis of the best knowledge and available technology.
(6) Solely SafetyUp shall be authorised to issue instructions to its own employees.
(7) SafetyUp shall be entitled to use third-party services for the execution of orders. However SafetyUp shall always remain directly responsible to the client itself.
(8) The contracting parties shall only process or use personal data of the other contracting party for contractually agreed purposes, in compliance with the statutory provisions.
(9) Inventions that are made jointly by employees of SafetyUp and the client during execution of an order, as well as protective rights granted over these, shall be the joint property of both contracting parties.
(10) Inventions that are made by employees of SafetyUp during execution of an order, together with protective rights granted over these, shall be the property of SafetyUp. Inventions that are made by employees of the client during execution of an order, together with protective rights granted over these, shall be the property of the client.
(11) The granting of licenses to inventions within the meaning of Items 5.9 and 5.10, and to protective rights to these shall require a separate written agreement.
6. Call-off orders
Delivery of call-off orders shall be taken within the agreed time scales or on the agreed dates. If the goods have not been called off within the specified periods and the customer is therefore in default of acceptance with regard to fulfilling his call-off obligation, the risk of accidental loss and accidental deterioration of the delivery item shall pass to the customer. From the time of expiry of the deadline for delivery, the customer shall moreover meet the costs incurred for storage of the goods at SafetyUp, but at least 0.5% of the invoice total per month.
7. Price and terms of payment
(1) In the absence of any specific agreement, prices shall apply „ex works“ SafetyUp in accordance with Incoterms 2010; prices include loading inside the factory but exclude packaging, transport and transport insurance, plus the statutory rate of VAT. Prices shall apply exclusively to delivery and performance within the Republic of Bulgaria.
(2) Unless agreed otherwise, prices for all goods to be supplied shall be the list prices valid at SafetyUp on the date of order confirmation.
(3) SafetyUp may issue part invoices for part shipments. Payment terms shall run separately for each part invoice.
(4) Discount shall only be offered by specific written agreement.
(5) Unless stated otherwise in the order confirmation/quotation, the net sales price (before deductions) shall be payable in advance.
(6) Should there be a significant deterioration in the customer’s financial situation after the contract is concluded, or should SafetyUp become aware of an earlier deterioration of the financial situation after the contract is concluded, and this gives rise to serious doubts concerning the customer’s creditworthiness, SafetyUp shall be entitled to request either payment in advance or a payment bond, at its own at its own choosing. SafetyUp shall be entitled to withdraw from the contract if the customer fails to comply with this request.
8. Right of retention/offsetting
(1) The right to retain payments on the grounds of any claims of the customer against SafetyUp is excluded, unless the right of retention rests on undisputed or final and absolute claims of the customer.
(2) Offsetting of the customer’s own receivables against receivables of SafetyUp shall not be permitted, unless the right of retention rests on claims of the customer from the same contractual relationship with SafetyUp.
9. Force majeure
The delivery date shall be postponed and the delivery period extended appropriately in the event of measures in connection with industrial disputes, in particular strikes and lockouts, as well as in the event of other unforeseeable occurrences for which SafetyUp is not responsible, to the extent that such impediments affect the completion of the services or shipment of the delivery items. The aforementioned circumstances shall not be the responsibility of SafetyUp even if they arise during an existing delay. SafetyUp shall notify the customer of the start and end of such impediments within five working days.
10. Passage of risk
(1) The risk of accidental loss or accidental deterioration of the delivery items shall pass to the customer as soon as the delivery items have left the premises of SafetyUp or SafetyUp has given notice of readiness to ship.
(2) If the customer is in default of acceptance of delivery, this is equivalent to delivery of the items.
(3) If shipment of the subject matter of the contract is delayed as a result of circumstances that are the responsibility of the customer, the risk passes to the customer from the day that notification of readiness to ship is issued.
(4) To the extent that SafetyUp has contractually agreed to assume the shipping, delivery or installation costs of delivery items, this shall not affect the above clauses regarding the passage of risk.
(5) The above clauses shall also apply where part shipments are agreed.
11. Default and impossibility
(1) If SafetyUp should default on its obligation to perform services or deliver products through simple negligence, the customer may for each week of default demand compensation amounting to 0.5 % of the price of the portion of the services or deliveries that cannot be commissioned due to default, but to no more than 5 % in total. The customer shall have the option of demonstrating higher losses due to default; SafetyUp may demonstrate lower losses.
(2) Notwithstanding a right of withdrawal of the customer in the event of defects (see Item 14 in these Terms and Conditions), the customer may only withdraw from the contract due to the impossibility of performance by SafetyUp or due to default if SafetyUp is responsible for dereliction of duty.
(3) In the event of default, withdrawal or compensation in place of performance shall moreover require the customer to have first given SafetyUp in writing a suitable deadline of at least 2 weeks to fulfil the contractually due performance, stating expressly that he withdraws from the contract and/or claims compensation if that deadline is not met (setting of deadline with warning of rejection of performance). After this deadline has passed, the customer is obliged to declare, at the request of SafetyUp, whether he still insists on performance or claims compensation or withdraws from the contract. If the customer does not make any such declaration within a suitable period set by SafetyUp, the customer shall no longer be entitled to decline performance or withdraw, nor may he claim compensation in lieu of performance; he may merely accept performance.
(4) Setting of a deadline with warning of rejection of performance may only be dispensed with if SafetyUp seriously and definitively refuses the contractually due performance or in the event of special circumstances that justify immediate withdrawal, after weighing up the interests of both parties.
(5) The customer may not withdraw before the due date of performance, nor in the event of merely immaterial dereliction of duty by SafetyUp. Finally, withdrawal is excluded if the customer is solely or overwhelmingly responsible for the circumstances that would entitle him to withdraw, or if circumstances for which SafetyUp is not responsible arise during the customer’s default of acceptance.
12 Default of acceptance/Delayed acceptance
(1) If the customer should default on acceptance от breach any other co-operation obligation, SafetyUp shall be entitled to claim for any loss incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer at the point at which acceptance was delayed.
(2) If delivery or dispatch of the delivery item is delayed at the request of the customer, the customer shall be charged for the resulting storage costs, from the beginning of the month after the date on which the item was notified as ready for delivery or dispatch and for each subsequent month or part of month, at a rate of at least 0.5 % of the invoice total. The customer reserves the right to prove a lower level of loss, and SafetyUp a higher level.
(3) After an appropriate period of time, as notified to the customer, SafetyUp shall also be entitled to withdraw from the contract or to supply the delivery item elsewhere and to supply the customer in keeping with the contract, after an appropriately extended deadline.
13. Notice of defect
(1) The customer shall inspect the delivery items within 10 working days of delivery. Notice of material defects, the absence of a property possibly guaranteed by SafetyUp in the delivery items as well as delivery of excess amounts, or wrong deliveries (defects) shall to the extent that they are obvious, be given by the customer without delay in writing, but no later than a further 5 working days of the end of the inspection period stated in sentence 1.
(2) Notice of defects not identifiable in a customary receiving inspection pursuant to Item 13.1 of these Terms and Conditions shall equally be given without delay by the customer, but no later than 14 days after detection.
(3) Notice of defect by the customer must contain a detailed description of the specific defect with the specifics of the individual case.
(4) If notice of defects is not given within the periods set forth above in Items 13.1 and 13.2 of these Terms and Conditions, all warranty claims against SafetyUp shall be excluded.
14. Warranty against material defects
(1) In the event of a defect the warranty provided by SafetyUp for defects notified within the proper periods pursuant to Item 13 of these Terms and Conditions shall be limited initially to remedial action through elimination of the defect (rectification) or replacement, at the discretion of SafetyUp, provided the customer proves that the defect present.
(2) For third-party products, the guarantee provided by SafetyUp shall be limited to the assignment of the entitlements which SafetyUp has in respect of the manufacturer of the third-party products. In the event that the customer is unable to assert his guaranteed rights against the manufacturer of the third-party products, SafetyUp shall furnish the guarantee within the framework of these terms and conditions. Any warranties furnished by manufacturers of third-party products shall not be affect
(3) If notice of defect was issued unjustifiably, SafetyUp shall be entitled to demand reimbursement of expenses incurred by SafetyUp from the customer if the customer has culpably misjudged circumstances lying within the scope of responsibility of the customer as having caused the supposed defect.
(4) SafetyUp shall not be liable for any installation work carried out by the customer himself. The burden of proof that the installation is free from defects shall lie with the customer.
(1) Unless otherwise agreed in these provisions, all compensation claims of the customer for losses of any kind, including for reimbursement of expenses and indirect losses, such as loss of profit, shall be excluded. This applies in particular to claims for all breaches of obligations resulting from the contractual relationship or from tort. The exclusion of liability shall also apply if SafetyUp has used subcontractors.
(2) SafetyUp shall be liable, whatever the legal basis, only – including if SafetyUp has used senior employees or subcontractors – if:
(a) there is gross negligence or intent on the part of SafetyUp,
(b) SafetyUp is in breach of material contractual obligations, i.e., in the event of breaches of obligations the fulfilment of which makes the proper fulfilment of the contract possible in the first place, and on the compliance with which the customer regularly relies or is entitled to rely (material contractual obligations).
(3) In the case of merely simple negligence the liability of SafetyUp shall however be limited in its amount to reimbursement of the foreseeable, typically incurred loss.
16. Cancellation costs
Should the customer withdraw from an order he has placed without the customer having a contractual or statutory right of withdrawal, SafetyUp may – once the customer has been given an appropriate period to remedy the situation – claim 10 % of the sales price for the costs incurred in processing the order and for loss of profit, without prejudice to any subsequent claim for greater actual loss. The customer shall reserve the right to prove a lower level of loss.
17. Retention of title
(1) All deliveries shall remain the property of SafetyUp until the payment in full of all receivables of SafetyUp existing at the time of conclusion of the contract, whatever the legal basis. If SafetyUp has accepted cheques or bills of exchange on account of performance in the interests of the customer, all deliveries shall remain the property of SafetyUp until such liabilities are fully discharged. The same shall apply if payments have been made for specially designated receivables. The addition of individual receivables to an open account as well as the striking and acceptance of such a balance shall not affect retention of title.
(2) If the customer does not behave in accordance with the contract, and if he falls in arrears particularly with his payment obligations, SafetyUp shall be entitled to take back the delivered goods after issuing a reminder and setting a period of grace. In this case the customer shall be obliged to surrender them. Neither the assertion of retention of title nor the pledging of the software by SafetyUp as such constitutes withdrawal from the contract. The customer declares his consent as of now to allow the persons appointed by SafetyUp to enter and drive onto the premises on which the delivered goods are situated for that purpose.
(1) The customer shall protect confidential information, i.e. all data and information of which he receives knowledge in connection with the contractual relationship with SafetyUp (hereinafter: “Confidential Information”), such as illustrations, drawings, drafts, models, samples, calculations, cost estimates and other documents or items. The customer undertakes to use Confidential Information only for the purposes of the contract concluded with SafetyUp and not to circulate it among or otherwise disclose it to third parties without the prior express written consent of SafetyUp.
(2) The customer is obliged to protect Confidential Information against access by third parties. The customer shall exercise the same care in this respect that he would take in handling his own confidential information. The customer is obliged to secure from his employees the same obligations to protect Confidential Information. The customer shall notify SafetyUp without delay in writing if he acquires knowledge of an impending or existing breach of the confidentiality agreement or has suspicions to that effect.
(3) The obligation to protect Confidential Information shall cease to apply if the customer can prove that
– this Confidential Information was already known to him prior to the disclosure of this information by SafetyUp;
– he has legitimately received this Confidential Information from third parties without imposition of a confidentiality obligation and without him having any evidence that the third parties are in breach of confidentiality obligations imposed on these third parties;
– the Confidential Information is generally known or has become generally known without breaching this confidentiality obligation;
– this Confidential Information was or is developed by the customer independently of its disclosure by SafetyUp.
(4) SafetyUp reserves all rights to the Confidential Information (including copyrights, the right to register industrial property rights and patents, utility models, topography rights, designs, brands) and rights of ownership to the items made available and containing the Confidential Information (papers, disks etc.). In no case shall rights of ownership, licence, reproduction, use or other rights be granted to the customer for Confidential Information of SafetyUp, regardless of whether such information is covered by protective rights or not. In the case of items or documents on which SafetyUp has protective rights and/or which are protected as commercial/company secrets, the customer shall only be permitted to use the item in accordance with SafetyUp’s express conditions, unless specific usage methods are permitted to a third party.
(5) At the request of SafetyUp, the customer shall without delay return all Confidential Information received from SafetyUp. Confidential information shall be returned unprompted to SafetyUp free of charge once itis no longer needed. The customer shall have no right of retention to these documents or items. An exception merely applies for copies that must be archived in fulfilment of binding statutory requirements. All Confidential Information present on computers shall be deleted upon request.
(6) The customer shall be liable for loss and damage where he is responsible for these.
(7) The confidentiality agreement shall apply for three years after the end of the contract.
19. Concluding provisions
(1) The customer is hereby informed that SafetyUp will collect, store and process its data to the extent that is necessary to complete the contract and on the basis of data protection regulations, and that this data will be passed to third parties where required for that purpose.
(2) SafetyUp shall be entitled to amend the contents of these Terms and Conditions with the customer’s consent, provided the changes, while taking SafetyUp’s interests into account, are reasonable for the customer. Agreement to the contractual change shall be deemed to be given if the customer has not objected to the change within four weeks of receipt of the change notice. SafetyUp shall be obliged to inform the customer via the change notice of the consequences of a failure to object.
(3) SafetyUp may transfer its rights from this contract to one or more third parties.
(4) The place of performance for the obligations under this contractual relationship is the domicile of SafetyUp in Sofia.
(5) If the customer is a businessman, a public body or a public fund, SafetyUp’s place of business shall be the exclusive court of jurisdiction for all disputes arising from this contract. This shall also apply if the customer has no general court of jurisdiction in Bulgaria, or if a permanent/habitual place of residence is unknown at the time the claim is raised. The plaintiff shall furthermore be entitled to lodge a claim at the domicile of the defendant.