I. GENERAL PROVISIONS
1. Legal relations between Casino Technology JSC (hereinafter referred to as “CT”) and Purchaser in connection with supplies and/or services of CT (hereinafter referred to as “Supplies”) shall be solely governed by the present General Terms and Conditions (hereinafter referred to as “GTC”). The Purchaser’s general terms and conditions shall apply only if expressly accepted by CT in writing. The scope of delivery shall be determined by the congruent mutual written declarations of CT and Purchaser.
2. CT herewith reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and other documents (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without CT’s prior consent and shall, upon request, be returned without undue delay to CT, if the contract is not awarded to CT. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s Documents; these may, however, be made accessible to those third parties to whom CT has rightfully subcontracted Supplies.
3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement, Purchaser may make one back-up copy of standard software.
4. Unless otherwise agreed to in writing, Purchaser agrees to CT's partial deliveries.
5. The term „claim for damages” used in the present GTC also includes claims for indemnification for useless expenditure.
II. PRICES, TERMS OF PAYMENT, AND SET-OFF
1. Prices are Ex Works CT's facility in Sofia, Bulgaria (INCOTERMS 2000) and excluding packaging; value added tax shall be added at the then applicable rate.
2. If the CT is also responsible for assembly or installation and unless otherwise agreed to in writing, the Purchaser shall pay the agreed remuneration and any incidental costs required, e. g. for travelling and transport as well as allowances.
3. Payments shall be made free CT’s paying office.
4. Unless otherwise agreed to in writing, Purchaser shall have no right to set off any claims against payments to CT.
III. RETENTION OF TITLE
1. The items pertaining to the Supplies (“Retained Goods”) shall remain the property of CT until each and every claim CT has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of CT’s security interests exceeds the value of all secured claims by more than 10 %, CT shall release a corresponding part of the security interest if so requested by the Purchaser; CT shall be entitled to choose which security interest it wishes to release.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only for resellers in the ordinary course of their business and only on the condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. The Purchaser shall inform CT forthwith of any seizure or other act of intervention by third parties with respect to the Retained Goods.
4. CT shall be entitled to rescind the contract and take back the Retained Goods, if, upon the expiry of a reasonable remedy period set by CT, Purchaser fails to fulfil its duties, fails to make payment due, or otherwise violates its obligations; the statutory provisions providing that a remedy period is not necessary shall remain unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that CT takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless CT expressly declares so.
IV. TIME FOR SUPPLIES; DELAY
1. Times set for Supplies shall only be binding upon CT, if CT has received in time all Documents to be furnished by the Purchaser as well as necessary permits and approvals, especially concerning plans and, if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time by Purchaser, times set shall be extended reasonably.
2. If non-observance of the times set is due to force majeure such as mobilization, war, rebellion or similar events, e. g. strike or lockout, such time shall be extended accordingly. The same shall apply if CT does not receive its own supplies in due time or in due form.
3. If CT is responsible for the delay (hereinafter referred to as “Delay”) and the Purchaser has demonstrably suffered a loss there from, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies, which due to the Delay could not be put to the intended use.
4. Purchaser’s right to claim liquidated damages as specified in Section 3 above shall be in lieu of any other remedies the Purchaser might otherwise be entitled to. This shall not apply only in cases of mandatory liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where CT is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
5. At CT’s request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.
6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than one month after notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. CT's right to prove that it has incurred higher storage costs and to charge Purchaser such higher costs, shall remain unaffected.
V. PASSING OF RISK
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:
a) if the Supplies do not include assembly or installation, at the time when the Supplies are shipped or picked up by the carrier. Upon the Purchaser’s request, CT shall insure the Supplies against the usual risks of transport at the Purchaser’s expense;
b) if the Supplies include assembly or installation, at the day of taking over in the Purchaser’s own works or, if so agreed, after a fault-free trial run.
2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or installation, the taking over in the Purchaser’s own works, or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.
VI. ASSEMBLY AND INSTALLATION
Unless otherwise agreed to in writing, assembly and installation shall be subject to the following provisions:
1. The Purchaser shall provide at its own expense and in due time:
a) all construction as well as any other ancillary work outside CT’s scope, including the necessary skilled and unskilled personnel, construction materials and tools,
b) the equipment and materials as may be necessary for assembly and commissioning,
c) energy supply at the point of use,
d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the installation personnel, including sanitary facilities as are appropriate in the specific circumstances; furthermore, the Purchaser shall take all measures it would take for the protection of its own possessions to protect the possessions of CT and of the installation personnel at the site,
e) protective clothing and protective devices needed due to particular conditions prevailing on the specific site.
2. Before the installation work starts, the Purchaser shall unsolicitedly make available any information required concerning the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data.
3. Prior to assembly or installation, the materials and equipment necessary for the work to start must be available on the site of assembly or installation and any preparatory work must have advanced to such a degree that assembly or installation can be started as agreed and carried out without interruption. Access roads and the site of assembly or installation must be level and clear.
4. If assembly, installation or commissioning is delayed due to circumstances for which CT is not responsible, the Purchaser shall bear the costs incurred for idle times and any additional travelling expenditure of CT or the installation personnel.
5. The Purchaser shall attest to the hours worked by the installation personnel towards CT at weekly intervals and the Purchaser shall immediately confirm in written form if assembly, installation or commissioning has been completed.
6. If, after completion, CT demands acceptance of the Supplies, the Purchaser shall comply therewith within a period of two weeks. In default thereof, acceptance is deemed to have taken place. Acceptance is also deemed to have been effected if the Supplies are put in operation or after the completion of an agreed test phase.
VII. RECEIVING SUPPLIES
The Purchaser shall not refuse to receive and/or accept Supplies due to minor defects.
VIII. DEFECTS AS TO QUALITY
CT shall be liable for defects as to quality (hereinafter referred to as “Defects”,) as follows:
1. Defective parts or defective services shall be, at CT’s discretion, repaired, replaced or provided again free of charge, provided that Purchaser demonstrates that the reason for the Defect had already existed at the time when the risk passed.
2. Without limiting the generality of the foregoing, Purchaser's claims for repair or replacement shall be valid for a period of twelve (12) months calculated from the pass of risk to Purchaser.
3. Notifications of Defect by the Purchaser shall be given in writing without undue delay, otherwise Purchaser's claims shall be considered forfeuted and/or time-barred.
4. In the case of notification of a Defect, the Purchaser may withhold payments to an amount that is in a reasonable proportion to the Defect. The Purchaser, however, may withhold payments only if the subject-matter of the notification of the Defect involved is justified and incontestable. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is forfeited or time-barred. Unjustified notifications of Defect shall entitle CT to demand reimbursement from the Purchaser for CT's expenses related to repair or replacement.
5. CT shall be given the opportunity to repair or to replace the defective good within a reasonable period of time.
6. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, or claims based on particular external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the Purchaser or third parties and the consequences thereof are likewise excluded.
7. The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labour, and material, to the extent that expenses are incurred because the subject-matter of the Supplies has subsequently been brought to another location than the Purchaser’s branch office, unless doing so complies with the normal use of the Supplies.
8. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent that a Defect has been fraudulently concealed, guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, restrictions to liberty and/or intentionally or grossly negligent breach of contract on the part of CT. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded.
IX. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHT; DEFECTS IN TITLE
1. Unless otherwise agreed, CT shall provide the Supplies free from third parties’ industrial property rights and copyrights (hereinafter referred to as “IPR”) with respect to the country of the place of delivery only. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by CT and used in conformity with the contract, CT shall be liable to the Purchaser within the time period stipulated in Article VIII, Section 2 as follows:
a) CT shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for CT under reasonable conditions, CT and Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions.
b) CT’s liability for damages is governed by Article XI.
c) The above obligations of CT shall apply only if the Purchaser (I) immediately notifies CT of any such claim asserted by the third party in writing, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to CT’s discretion. If the Purchaser ceases to use the Supplies in order to reduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.
2. Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.
3. Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of use not foreseeable by CT or by the Supplies being modified by the Purchaser or being used together with products not provided by CT.
4. In addition, with respect to claims by the Purchaser pursuant to Section 1, Subsection a) above, Article VIII Sections. 4 and 5 shall apply mutatis mutandis in the event of an infringement of an IPR.
5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.
6. Any other claims of the Purchaser against CT or its agents or any such claims exceeding the claims provided for in this Article IX, based on a defect in title, are excluded.
X. IMPOSSIBILITY OF PERFORMANCE; ADAPTATION OF CONTRACT
1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, provided always that CT is responsible for the impossibility. The Purchaser’s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of mandatory liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser.
2. Where unforeseeable events within the meaning of Article IV Section 2 substantially change the economic importance or the contents of the Supplies or considerably affect CT’s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, CT shall have the right to rescind the contract. If CT intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.
XI. OTHER CLAIMS FOR DAMAGES; STATUTE OF LIMITATIONS
1. The Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort.
2. The above shall not apply in the case of mandatory liability, e. g. in the case of product liability, in the case of intent, gross negligence, loss of life, bodily injury or damage to health. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.
3. To the extent that the Purchaser has a claim for damages, it shall be time-barred upon expiration of the period pursuant to Article VIII Section 2. The same shall apply to the Purchaser’s claims in connection with actions undertaken to avoid any damage (e. g. callback).
XII. VENUE AND APPLICABLE LAW
1. Purchaser agrees that the sole venue for all disputes arising directly or indirectly out of the contract shall be Sofia, Bulgaria. However, CT may also bring an action at the Purchaser’s place of business.
2. Legal relations existing in connection with this contract shall be governed by the substantive law in force in Bulgaria, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG).
XIII. SEVERABILITY CLAUSE
The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonable for one of the parties to be obligated to continue the contract.