I. SCOPE OF APPLICATION

1. These General Terms and Conditions (GTC) apply to all business transactions between Eyes Company Centro Stile Industriale Ltd., a company registered under the Bulgarian law with UIC: 201703427, (the “Vendor”) and its customers (the “Buyer”) 

2. By placing an order, the Buyer acknowledges and agrees to be bound by these GTC. Any conflicting, contrary, or additional terms and conditions of the Buyer shall not apply unless expressly accepted by the Vendor in writing. 

3. These GTC apply to all future transactions even if they are not explicitly referenced again, provided they have been made available to the Buyer previously.

II. FORMATION OF AGREEMENT

1. All offers and price lists issued by the Vendor are “subject to change” and non-binding unless they are explicitly marked as an “offer.” 

2. An agreement is only concluded when the Vendor issues a written Order Confirmation (via email, post or other technical means) or upon the actual dispatch of the goods. 

3. Descriptions, illustrations, and dimensions in catalogs or websites are approximate and do not constitute a quality guarantee unless specifically agreed upon in writing.

III. PRICING AND PAYMENT

1. All prices are in EUR unless otherwise specified. 

2. Unless otherwise agreed, prices are based on DAP (Incoterms 2020). 

3. Prices exclude VAT, customs duties, and other local taxes in the Buyer’s country. The Buyer is responsible for all such charges. 

4. The total price of the goods is paid by the Buyer prior to their delivery, within seven (7) days of the invoice date.

5. All payments are done to the bank account of the Vendor specified in the issued invoice. The payment is considered as being done with the verification of the Vendor’s bank account with the corresponding amount. Until the full payment of the price the vendor is not obliged to transfer the goods.

6. If the Buyer defaults on payment, the Vendor shall be entitled to:

• Charge interest for each day of the delay  at the rate of 10 % above the ECB base rate from the due payment of the Buyer.
• Suspend all pending deliveries to the Buyer.
• Require immediate payment of all outstanding invoices, even if not yet due.

IV. RETENTION OF OWNERSHIP

1. The Vendor retains full legal ownership of the goods until the Buyer has paid the full purchase price and all other outstanding debts owed to the Vendor. 

2. Until ownership passes, the Buyer must store the goods in a way that they are clearly identifiable as the Vendor’s property and keep them insured at the Buyer’s expense. 

3. If the Buyer faces insolvency or bankruptcy, they must immediately notify the Vendor and cease any further sale or processing of the goods.

V. DELIVERY AND RISK

1. Stated delivery dates are estimates and not “fixed” deadlines unless specifically agreed. The Vendor is not liable for delays caused by transport companies or customs. 

2. Risk of loss or damage passes to the Buyer in accordance with DAP (Incoterms 2020). This means risk passes when the goods are placed at the Buyer’s disposal on the arriving vehicle, ready for unloading. 

3. The Buyer is solely responsible for the safe and timely unloading of the goods. Any costs incurred due to unloading delays shall be borne by the Buyer.

4. The Vendor doesn’t bear any responsibility for the improper filled in by the Buyer documents or Buyer’s failure to fulfill his obligations, as a result of which there have been arisen some obligations for additional payment of fees or any other obligations for payment, loading, unloading, repackaging, safeguarding or additional transport of the goods.

VI. INSPECTION AND COMPLAINTS

1. Upon receipt, the Buyer must immediately inspect the goods for transport damage, quantity discrepancies, and visible defects. 

2. Any visible damage or missing items must be noted on relevant transport document and countersigned by the carrier’s representative at the time of delivery. Failure to do so waives the Buyer’s right to claim for visible damage. 

3. Any Hidden Defect: has to be reported in writing within 3 business days of discovery.

4. Goods may only be returned with the Vendor’s prior written consent.

VII. WARRANTY AND LIMITATION OF LIABILITY

1. The Vendor provides a quality warranty for a period of 12 months from the date of delivery. 

2. In the event of a valid defect claim, the Vendor shall, at its option, either repair the goods, replace them, or issue a credit note for the value of the defective portion. 

3. The Vendor is not liable for defects caused by improper storage, use, or modification by the Buyer or third parties. 

4. The Vendor’s total liability for any claim shall not exceed the amount paid for the goods in the specific order that caused the damage. The Vendor is never liable for indirect losses, such as loss of profit, loss of production, or reputational damage.

VIII. FORCE MAJEURE

1. The Vendor is not liable for any failure to perform its obligations if such failure is caused by circumstances beyond its reasonable control (Force Majeure), including but not limited to: natural disasters, war, strikes, pandemics, export bans, or transport blockades. 

2. If the Force Majeure event lasts longer than 60 days, either party may terminate the contract without further obligation.

IX. INTELLECTUAL PROPERTY

1. All intellectual property rights, including trademarks, patents, and designs related to the goods, remain the sole property of the Vendor. 

2. The Buyer shall not modify, remove, or alter any trademarks or labels on the goods without prior written consent.

X. CONFIDENTIALITY

The Buyer shall treat all commercial information (prices, discounts, technical specs) as strictly confidential and shall not disclose it to third parties without the Vendor’s written consent.

XI. GOVERNING LAW AND JURISDICTION

1. These GTC and all sales are governed exclusively by the laws of the Republic of Bulgaria. 

2. All disputes shall be resolved by the competent courts in Sofia, Bulgaria. The Vendor reserves the right to bring an action against the Buyer at the Buyer’s place of business.