MS Industry

General terms

General Terms and Conditions for Deliveries (valid for “MS INDUSTRY” LTD. only, hereinafter “MS”)

Valid: March 28th, 2021

I. Basic conditions

1. Definitions

1.1. These “General Terms and Conditions for Deliveries and Services” are hereinafter called “TERMS”.


1.3. “DELIVERIES” are all deliveries – also including partial deliveries – of VENDOR to BUYER.

1.4. “CONTRACT” is the written agreement between BUYER and VENDOR, including all annexes in the written form as agreed hereto which refer to the contents and performance of the DELIVERIES.

1.5 “ACCEPTANCE” is a process in which the compliance of the DELIVERIES or a part thereof with the CONTRACT is bindingly determined for both parties.

1.6 “BUYER” is the company (or its legal successor) or the person (or its legal successor) that has placed the order to perform the DELIVERIES with VENDOR.

2. Quotation and Conclusion of Contract

2.1. All DELIVERIES are based on these TERMS, unless amended or supplemented by the quotation or the CONTRACT. Terms and conditions of purchase or general terms and conditions of BUYER which differ from these TERMS will not become an integral part of the CONTRACT, even if VENDOR accepts and/or performs the order without any reservations.

2.2. All VENDOR quotations are without engagement and not binding, unless explicitly marked as binding or if including a particular acceptance period. Verbal undertakings prior to the conclusion of the CONTRACT are not legally binding.

2.3. The legal relationship between VENDOR and BUYER is solely governed by the CONTRACT concluded in writing, including these TERMS.

2.4. The CONTRACT comes into force upon receipt of VENDOR’s written order confirmation.

2.5. The VENDOR’s written order confirmation is decisive for the type and scope of the DELIVERIES.

2.6. Amendments to the CONTRACT including these TERMS require the written form to become effective. To comply with the written form, transmission by telecommunication, especially by telefax or by email, is sufficient.

3. BUYER shall bear any costs for additional DELIVERIES which may become required due to local conditions, the joining of installation parts, orders, directives or regulations of public institutions issued after conclusion of the CONTRACT, or because the competent local authorities interpret the generally accepted rules of technology differently.

4. Partial deliveries are permitted insofar as reasonable for the BUYER.

5. If BUYER requests changes to dispatch-related terms stipulated in the CONTRACT or – in the absence of a stipulation in the CONTRACT – to dispatch-related terms envisaged according to MS standard, VENDOR reserves the right to reject the request due to unreasonableness and, in the event that VENDOR accepts the requests for changes, to charge an additional reimbursement.

II. Prices and Payments

1. In the absence of any special agreement, the prices shall be effective “ex works”, excluding packaging and loading.

2. In the absence of any special agreement, the payment shall be effected without any deduction into VENDOR’s account as follows:

• 30% down payment within seven calendar days subsequent to receipt of the order confirmation at BUYER’s office

• residual amount within ten calendar days after notification of the readiness for dispatch or acceptance. This provision on maturity of the residual amount explicitly takes precedence over any other provisions on maturity in these TERMS.

3. Until payment of the purchase price owed pursuant to the CONTRACT, VENDOR has a right of retention to the DELIVERIES. This also applies to partial deliveries linked to particular partial payments.

4. BUYER shall only be entitled to withhold payments, if its counterclaims are undisputed or have been determined as legally effective.

III. Delivery Time, Delivery Delay

1. The delivery time results from the agreements of the contractual parties. Its compliance by VENDOR presupposes that

a) all commercial and technical questions have been clarified between the contractual parties and

b) that BUYER has met all statutory or contractual obligations incumbent on it such as submission of the required official certificates or approvals and

c) BUYER has met its payment obligations from the CONTRACT.

If one of the aforementioned terms has not been fulfilled, the delivery time shall be extended appropriately.

2. The obligation to compliance with the delivery time is subject to the correct and timely delivery by our suppliers. VENDOR shall notify BUYER as soon as possible of any delays which should emerge.

3. Should the failure to meet the delivery time be caused by force majeure, industrial conflicts or other events beyond VENDOR’s control, the delivery time shall be appropriately extended. VENDOR shall notify BUYER of start and end of such circumstances at the earliest convenience.

4. BUYER can withdraw from the CONTRACT, if performance of part of the DELIVERIES related to an order becomes impossible for VENDOR and BUYER has a justified interest in refusing the partial delivery. Should said circumstance not apply, BUYER shall pay the contractual price related to the partial delivery. In all other respects, sections VII.2 and 3 shall apply. Should the impossibility occur during BUYER’s delay of acceptance, or should BUYER be solely or largely responsible for said circumstances, BUYER shall be obliged to provide compensation therefor.

5. Should VENDOR get into delay and should BUYER incur verifiable damages therefrom, BUYER shall be entitled to claim a compensation amount to 0.5% per each full week of delay, but no more than in total 5% of the value of that part of the entire delivery which cannot be used in time or according to the CONTRACT as a result of said delay. Further claims shall be explicitly excluded.

8. If the DELIVERY, for reasons for which BUYER is responsible, does not take place at the agreed date or otherwise within a reasonable period set by VENDOR after its notification of readiness for dispatch, VENDOR may at its own discretion dispatch the DELIVERIES or store them at BUYER’s expense and risk.

9. If the DELIVERY is delayed for reasons, for which BUYER is responsible, BUYER shall bear the additional expense (e.g. storage costs) incurring as a result of the delay. For storage costs, VENDOR charges a lump-sum compensation of 0.5% of the invoice amount per each month.

IV. Passage of the risk

1. The risk for the DELIVERIES passes on to BUYER pursuant to the delivery terms agreed in the CONTRACT (such as EXW, FCA, FOB etc.).

2. VENDOR will only take out an insurance for DELIVERIES which, in spite of the passage of the risk, are still at storage at VENDOR’s premises, if BUYER demands it and advances the costs related hereto.

V. Retention of Title

1. VENDOR retains the title to the delivered items until all of VENDOR’s claims against BUYER from the CONTRACT have been paid.

2. As long as the title has not been transferred, BUYER shall immediately notify VENDOR in writing, as soon as supplied items are seized or otherwise exposed to third party intervention.

3. Should BUYER act contrary to the CONTRACT, in particular in the event of delay in payment, VENDOR shall be entitled, after unsuccessful reminder and withdrawal from CONTRACT, to demand return of supplied items and BUYER shall be obliged to surrender the supplied items.

4. The petition for opening insolvency proceedings relating to BUYER’s assets shall entitle VENDOR to withdraw from the CONTRACT and to demand the immediate surrender of supplied items.

5. BUYER shall be entitled to the resale of the supplied items in the normal course of business. VENDOR undertakes not to collect its claims as long as

• BUYER duly fulfils its payment obligations or

• authority to collect has not been revoked or

• no petition for opening insolvency proceedings relating to BUYER’s assets has been filed.

VI. Warranty and Claims for Defects

VENDOR shall be liable for material defects and defects of title to the exclusion of further claims – subject to a different provision in section VII – as follows:

1. Material defects

1.1. VENDOR shall assume no liability in the following cases:

• Inappropriate or improper use, faulty assembly or commissioning by BUYER or third parties, natural wear and tear, erroneous or negligent handling, improper maintenance, unsuitable operating media, deficient construction work, unsuitable building site, chemical, electrochemical or electrical influences – unless VENDOR shall be responsible for such circumstances.

• Consumables and wear parts shall be excluded from any warranty.

1.2. VENDOR shall not guarantee that the DELIVERIES are suitable for an intended purpose or conform to the requirements and stresses foreseen by BUYER, should BUYER data be outstanding, incomplete or wrong.

1.3. BUYER shall carefully inspect DELIVERIES immediately after delivery to BUYER or to a third party appointed by BUYER or after collection. Said DELIVERIES shall be deemed as approved by BUYER with respect to obvious defects or other defects which would have been noticeable during an immediate, unless VENDOR receives a written notice of defects within three calendar days after delivery.

1.4. DELIVERIES which turn out to be inadequate due to a circumstance arising prior to the passage of the risk, shall, at VENDOR’s discretion, be reworked by VENDOR or replaced by DELIVERIES free from defects upon agreement.

1.5. Insofar as the complaint turns out to be justified, VENDOR shall bear the direct costs of the rework or replacement delivery, including the shipping costs.

1.6. Irrespective of the legal grounds, the VENDOR’s obligation to compensate for damages due to a defect of the DELIVERIES shall be limited to maximally 100% of the order value.

1.7. Within the framework of statutory regulations, BUYER has the right to withdraw from the CONTRACT, if – taking into account the statutory exceptions – VENDOR should fail to observe an appropriate grace period set for the rework or replacement delivery of a material defect. Should only a minor defect exist, BUYER shall only be entitled to reduce the contract price. In any and all other respects, the right to reduce the contract price shall be excluded.

1.8. Should BUYER or a third party carry out improper rework, VENDOR shall not be liable for the consequences arising therefrom. The same shall apply to all changes to the supplied items carried out without VENDOR’s prior approval.

1.9. Further claims shall be based exclusively on sections VII. 2 and 3 of these TERMS.
VII. Liability of VENDOR, Exclusion of Liability

1. Where, as a result of culpably omitted or faulty suggestions or consultations, either before or after conclusion of CONTRACT, or as a result of culpable infringements of other contractual additional obligations, in particular in case of erroneous operating and maintenance instructions for the supplied items, for which VENDOR is responsible, BUYER is unable to use the DELIVERIES in accordance with the CONTRACT, the provisions in sections VI and VII.2 and 3 shall apply with all further claims of BUYER being excluded.

2. For damages that have not occurred at the supplied items themselves, such as loss of production, loss of profit, damages of third parties, downtime costs, loss of use, loss of orders, increased operating, maintenance or personnel costs or indirect costs and/or consequential damage of whatever kind, VENDOR shall, for whatever legal reasons, be liable only

a. in the event of wilful intent

b. in the event of gross negligence on the part of legal representatives or executive employees

c. in the event of defects which VENDOR maliciously concealed

d. in the event of absence of a guaranteed quality.

3. For damage to property and pecuniary losses caused by culpable breach of essential contractual obligations, VENDOR shall also be liable in the case of slight negligence on the part of its vicarious agents, however, limited to the reasonably foreseeable damage that is typical of the CONTRACT. Further claims shall be excluded. Essential contractual obligations are such, whose fulfilment characterises the CONTRACT and on whose accomplishment the BUYER may rely on.

VIII. Statute of Limitations

All claims on the part of BUYER, regardless of the legal grounds, shall come under the statute of limitations after 12 months from the commissioning, but maximally 18 months after delivery.

IX. Severability Clause, Applicable Law, Place of Performance and Place of Jurisdiction

1. Should any of the provisions be or become ineffective or impracticable, the other provisions shall remain in full force and effect. The parties hereto undertake to replace the ineffective or impracticable provision by an effective provision which gets nearest to the content and economic purpose of the ineffective provision.

2. All legal relationships between VENDOR and BUYER shall be exclusively governed by the laws of the Republic of Bulgaria to the exclusion of the provisions of private international law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CSIG).

3. The place of performance for DELIVERIES and payments (including cheques and bills of exchange) as well as place of jurisdiction for all disputes which may arise between VENDOR and BUYER from the CONTRACT is the place of VENDOR’s head office in Sofia / Bulgaria. VENDOR shall also be entitled to bring action against BUYER at BUYER’s place of business.


VENDOR will handle all personal data of BUYER exclusively in compliance with the EU GDPR.