General Terms

 
I. MANNER OF DELIVERY AND ACCEPTANCE
1.1. The CLIENT shall assign to the CONTRACTOR and the CONTRACTOR in turn shall accept to perform the servie referred to in the Delivery and Acceptance Certificate – Client (DAC-C).
1.2. The delivery and acceptance of Delivery and Acceptance Certificates, reference materials and any documents related to the fulfilment of the order, as well as to the outcome thereof (translation, legalized document, etc.) shall be performed in any of the following manners: via a courier, in the office of the Contractor, by electronic means, by fax, etc., and the chosen manner of delivery and acceptance shall be explicitly specified in the Delivery and Acceptance Certificate-Client (DAC-C). In case the delivery and acceptance is made by electronic means (the Internet), only the electronic mail domains specified in the Delivery and Acceptance Certificate-Client (DAC-C) shall be used.
1.3. The recipient of the Delivery and Acceptance Certificates, reference materials and any documents, related to the fulfillment of the order, as well as to the outcome thereof (translation, legalized document, etc.) shall confirm the receipt thereof either with a signature or if these are received electronically - by sending a return e-mail, or by using the applicable e-mail confirmation option.
II. TERM OF CONTRACT
2.1. Order fulfillment terms are specified in the DAC-C and/or the relevant offer prepared in compliance with the specific inquiry.
2.2. The fulfilment of a given order may be assigned to more than one translators of the CONTRACTOR, depending on the volume of each individual translation order.
III. PRICE, TERM AND METHOD OF PAYMENT
3.1. Prices are indicated in Annex 1, which is an inseparable part of this Contract. The price of a given order shall be indicated in the DAC-C and/or the respective offer. If due to the specifics of the order, the exact total value cannot be calculated by the moment of its assignment, the CONTRACTOR shall identify a reference value. The actual total value may be lower or higher than the reference total value.
3.2. Payment may be made in cash and/or by bank transfer upon fulfilment of the order, or not later than 3 (three) business days after the receipt of the respective document evidencing the payment. DAC-C and/or the respective offer shall indicate whether an advance payment of part of the due amounts and/or payment upon execution and delivery to the CLIENT of individual parts of a project shall be due before its final completion, when the terms or volumes of the project so require.
ІV. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
4.1. The CONTRACTOR shall undertake:
4.1.1. to provide qualified personnel for the fulfilment of orders.
4.1.2. to execute the orders according to the terms and prices indicated in DAC-C and/or the respective offer.
4.1.3. to submit information about the current stage of fulfilment of the order upon request by the CLIENT.
4.1.4. to preserve all concomitant materials received from the CLIENT and deliver them back upon request after the respective order has been finalized.
4.1.5. to issue to the CLIENT the documents necessary to make the payments pursuant to Chapter ІІІ of this Contract.
4.2. The CONTRACTOR shall be entitled:
4.2.1. To receive all materials necessary for the fulfilment of the order, as well as additional (explanatory) information related to specific and particular requirements of the CLIENT. The CONTRACTOR shall be entitled not to begin or to halt the fulfilment of the order, if the CLIENT has presented inaccurate or incomplete information and has failed to provide upon a written invitation by the Contractor correct and exact information necessary for the fulfilment of the order,  hence the fulfilment of the order has become impossible. In case the fulfilment of the order has been halted, the CLIENT shall pay to the CONTRACTOR the amount due for the completed part of the placed order.
4.2.2. To perform all lawful actions necessary in relation to the fulfillment of the orders for translation and/or legalization of documents.
4.2.3. To receive the respective payment from the CLIENT according to the terms and method of payment specified in Chapter ІІІ of this Contract.
4.2.4. Not to proceed to the fulfilment of a next order, if the conditions relating to the terms and method of payment, agreed upon in Chapter III herein, have not been met.
V. RIGHTS AND OBLIGATIONS OF THE CLIENT
5.1. The CLIENT shall undertake:
5.1.1. to submit to the CONTRACTOR all materials necessary for the fulfilment of the orders.
5.1.2. to cooperate in the ongoing fulfilment of the orders on matters within his competence.
5.1.3. to make payments within the terms, agreed upon in Chapter III herein, and hence sign and/or submit the relevant documents.
5.1.4. Upon refusal by the CLIENT to receive the prepared documents, the latter shall owe to the CONTRACTOR the agreed amount for fulfilment of the order; whereas, if the CLIENT fails to show in to receive the prepared documents, this shall also be construed as a refusal on the CLIENT’s part to receive the translated documents within the term agreed in the Delivery and Acceptance Certificate-Client (DAC-C) or within an additional term to receive the translated documents stipulated in a written invitation by the CONTRACTOR.
5.2. The CLIENT shall be entitled:
5.2.1. to receive back all concomitant materials submitted to the CONTRACTOR in relation to the fulfilment of the order.
5.2.2. to request information from the CONTRACTOR at any stage of the fulfilment of a specific order.
5.2.3. to receive from the CONTRACTOR the documents necessary to make the payments pursuant to Chapter ІІІ herein have been made.
5.2.4. The CLIENT shall be entitled to halt the fulfilment of the order placed with the CONTRACTOR by notifying the latter in writing thereof. In this case, the CLIENT shall pay to the CONTRACTOR the amount due for the already completed part of the order placed with the CONTRACTOR.
VI. OBJECTION
6.1. If, within 14 days after having received the translated documents, the CLIENT does not submit in any of the CONTRACTOR'S offices or electronically a written objection, signed by an authorized person and related to the quality of translation, the order shall be deemed accepted with no objections.
6.2. In case such an objection is made, the CONTRACTOR shall undertake to deal away with the faults within 14 days. The CLIENT shall indicate in the written objection, in a clear and correct manner, the faults which he deems should be subject to removal.
6.3. In case the CONTRACTOR does not accept the objection of the CLIENT, the Parties shall undertake to reach consent in the form of an additional agreement  to name three experts – translators to and from the respective language, who are to assess whether the objection is justified: one expert on the CLIENT’S part, one expert on the CONTRACTOR’S part and one independent expert, chosen by mutual consent of the Parties, whereas if the parties fail to reach consent over the latter, he/she shall be named by the Association of Translators and Interpreters seated in the town of Sofia; in the agreement signed for appointment of experts, the Parties shall expressly state that they will accept the conclusion of the experts on the quality of translation. The expenses for the assessment performed shall be incurred by the defaulting Party, as referred to by the experts.
VІІ. WAIVER OF RESPONSIBILITY
7.1. Waiver of responsibility shall become effective upon the occurrence of objective circumstances falling outside the control of the CONTRACTOR, including:
- lost, damaged, destroyed translations, texts and/or documents, as a result of: earthquake, storm or other force-majeure circumstances, war, natural disaster, embargo, acts, prohibitions and actions of governmental and administrative bodies, strikes, etc.;  in case the CLIENT sends to a wrong mail or email address translations, texts and/or documents where this is not a consequence of a wrongful act of the CONTRACTOR; defects in the physical and/or electronic carriers (including  paper, files, CDs, external hard drives and any other types of technical devices) where the CONTRACTOR cannot be held responsible thereof;
- subsequent damages, regardless of the reason or way of their occurrence that have ensued after the delivery of the finalized order to the CLIENT;
- foreseeable and unforeseeable damages and losses, future earnings that have ensued after the delivery of the finalized order to the CLIENT;
- translations, texts and/or documents not received by the CLIENT;
- translations, texts and/or documents lost by the CLIENT, stolen or taken away.
VIII. CONFIDENTIALITY
8.1. The Parties shall keep the commercial secret and other data, facts, information and circumstances, which have come into their knowledge in the course of fulfilment of orders under this Contract, including after its implementation or termination.
IΧ. CONTRACT TERMINATION
9.1. This Contract may be terminated:
9.1.1. Unilaterally, with a one-month written advance notice to one of the Parties under the Contract. The CONTRACTOR shall return to the CLIENT all reference materials submitted thereby, together with their translations executed fully or in part by the date of notification receipt. The CLIENT shall pay to the CONTRACTOR all amounts due for orders, fulfilled fully or in part by the date of notification receipt.
9.1.2. By mutual consent, whereas the Parties shall settle between each other all liabilities, which have arisen during the term of validity of this Contract.
Х. DEFAULTS
10.1. If the CONTRACTOR fails to keep the agreed terms for fulfillment of the order, the CONTRACTOR shall owe to the CLIENT liquidated damages amounting to 1% of the amount due by the CLIENT for the delayed order for every day of delay, but no more than 20% of the amount. The CONTRACTOR shall not be deemed in delay, in case the delay in submitting the documents is caused by acts or omissions of public authorities.
10.2. In case the CLIENT fails to pay the due amounts within the terms agreed upon in Chapter III herein, the CLIENT shall owe to the CONTRACTOR a default amounting to 1% over the amount due for every day of delay, but no more than 20% of the amount due for the order.

 

If a Service Contract has been signed, the terms and conditions stipulated therein shall have priority over the General Terms and Conditions set forth hereinabove.
All matters that have not been settled in the Service Contract shall be addressed by the provisions of the Obligations and Contracts Act and of the applicable legislation in Republic of Bulgaria.
The parties shall use their best efforts to settle all disputes relevant to the implementation of this Contract amicably, or if this is not possible – by virtue of the applicable legislation in Republic of Bulgaria.
TBS TRADIX OOD shall reserve its right to change the General Terms and Conditions!