for use of the website and sale of goods between “GD Styles” OOD (GDNovelty) and business customers

I. PARTIES, SUBJECT MATTER AND SCOPE
1.    These General Terms and Conditions (“General Terms and Conditions”) govern the relations between:
1.1. “GD Styles” OOD, UIC 200436302, having its registered seat and address of management at: Sofia, 67 Cherkovna Str., ap. 4, entered in the Commercial Register with the Registry Agency (“Merchant”, “GDNovelty”),
and
1.2. any legal entity or sole trader that registers and/or submits a request for an order through the website https://gdnovelty.bg/ (the “Customer”).
2.    The services of the Merchant and the website https://gdnovelty.bg/ are exclusively B2B-oriented and are intended only for legal entities and sole traders. Natural persons – consumers within the meaning of the Bulgarian Consumer Protection Act – are not a target group and are not served under these General Terms and Conditions.
3.    By registering on the Website, submitting a Request and/or confirming a Final Order, the person acting on behalf of the Customer represents and warrants that they have the necessary representative authority to bind the Customer. In the absence of such authority, that person shall be personally liable for the obligations undertaken.
4.    Applicable legal regime
4.1. The regime of consumer protection applicable to natural persons under the Bulgarian Consumer Protection Act (including 14-day withdrawal right, special statutory guarantees, etc.) does not apply to the relations between the Parties.
4.2. The relations are governed by the commercial and civil legislation of the Republic of Bulgaria and by these General Terms and Conditions.
5.    By ticking the “I agree with the General Terms and Conditions” box upon registration or confirming a Final Order, the Customer declares that it has read, understood and accepts these General Terms and Conditions.

II. DEFINITIONS
6.    For the purposes of these General Terms and Conditions:

6.1. “Website” – the Merchant’s website available at https://gdnovelty.bg/.
6.2. “Request” – an inquiry submitted by the Customer (via its account on the Website, by e-mail or by telephone followed by written confirmation) whereby the Customer specifies desired products, quantities, branding/personalisation requirements and/or other conditions and invites the Merchant to prepare an Offer.
6.3. “Offer” – a written or electronic proposal by the Merchant to the Customer, prepared on the basis of a Request, containing indicative prices for products, services (including branding/personalisation) and transportation, as well as indicative deadlines for performance. The Offer is for information purposes only and does not constitute a binding contractual offer.
6.4. “Final Offer” – a last, refined Offer, prepared after additional discussions, samples and/or clarifications, specifying the selected items, indicative prices and indicative deadlines. The Final Offer serves as a basis for the preparation of Projects, but in itself does not give rise to contractual obligations.
6.5. “Personalised Goods” – products on which, at the Customer’s instruction, individual treatments are applied (branding, printing, engraving, inscription, design modifications, etc.) according to files, logos, texts and visualisations provided and/or approved by the Customer.
6.6. “Products with Expected Availability” – products which are not currently available at the third-party suppliers/partners of the Merchant but for which such suppliers/partners have announced indicative future availability dates; such products may be ordered by the Merchant from the suppliers after completion of the pre-contractual procedure and conclusion of a Contract.
6.7. “Samples” – single units or small quantities of products provided to the Customer for prior review and/or testing of branding before finalising a full order.
6.8. “Project” – a graphic/visual layout (artwork) of a specific item or group of items, prepared by the Merchant after approval of the Final Offer, reflecting all branding parameters – placement of the logo, texts, dimensions, Pantone colours, etc.
6.9. “Project Protocol” – a written document (including in electronic form) accompanying the Project and containing a description of the items, all details of the personalisation and Pantone colours. The Project Protocol is signed/approved by the Customer and certifies the Customer’s agreement with the specific technical parameters of the branding. The Project Protocol forms an integral part of the Contract.
6.10. “Final Order” – an electronic document/form sent by the Merchant to the Customer after receipt of the advance payment, containing a final summary of all agreed items, quantities, prices, delivery times and a reference to the signed Project Protocols, and including a check box/explicit field for consent with the General Terms and Conditions. Confirmation of the Final Order by the Customer constitutes acceptance of the contractual offer of the Merchant.
6.11. “Contract” – a contract for commercial sale and/or work, concluded pursuant to Section V of these General Terms and Conditions, on the basis of approved Project Protocols, receipt of the advance payment and confirmation of the Final Order.

III. REGISTRATION AND USER ACCOUNT
7.    In order to submit Requests and place orders through the Website, the Customer may create a user account (profile).
8.    Registration is carried out by completing an online form in which the Customer provides at least:

8.1. Company details (Customer):
•    full corporate name;
•    legal form;
•    UIC/BULSTAT;
•    VAT number (where applicable);
•    registered seat and address of management;
•    billing address (if different);
•    correspondence address (optional);
•    general contact e-mail;
•    contact phone.

8.2. Contact person / “ordering person” details:
•    first and last name;
•    position/role in the company;
•    business e-mail address (used also as username for login);
•    business phone/mobile number.

8.3. Access data:
•    password chosen by the individual; the password is stored in hashed/encrypted form and is not stored in plain text.
9.    By registering, the Customer confirms that all data provided are true, complete and up to date and undertakes to update them in case of change.
10.    Before completing the registration, the Customer:
10.1. confirms that it is a legal entity or sole trader and not a consumer – natural person within the meaning of the Bulgarian Consumer Protection Act;
10.2. declares that it has read and accepts these General Terms and Conditions;
10.3. declares that it is familiar with the Merchant’s Privacy Policy.
11.    The Merchant may confirm the registration by sending an activation e-mail or by internal verification and is entitled to refuse or terminate a registration in case of suspicion of false data, misuse or breach of these General Terms and Conditions.
12.    The Customer is liable for all actions performed through its account, including by its employees, and undertakes to manage access internally (e.g. remove access rights of former employees and change passwords).
IV. INFORMATION ABOUT THE PRODUCTS. NO OWN WAREHOUSE. PRODUCTS WITH EXPECTED AVAILABILITY
13.    The products, images, descriptions, sizes, colours, etc. displayed on the Website are of catalogue and demonstrative character and do not constitute a legally binding offer. Minor differences in shades, shapes and dimensions, permitted by usual commercial practice, are possible.
14.    The Merchant does not operate its own warehouse and does not keep permanent stock on site. Products are procured from third-party suppliers/partners of the Merchant after a Contract has been concluded.
15.    Information on stock levels on the Website may reflect data provided by third-party suppliers and is indicative. Discrepancies between the information displayed and the actual stock of suppliers are possible and do not constitute non-performance by the Merchant.
16.    The Website may display Products with Expected Availability for which the Merchant’s suppliers/partners have announced indicative future availability dates. For such products:
16.1. the dates are indicative and depend on production, transport, customs and other factors beyond the Merchant’s full control;
16.2. the system may allow a Request for such products (including by adding them to the cart), with a visible warning that the goods are not yet available with the suppliers;
16.3. the Merchant can assume an obligation to deliver such products only subject to their actual procurement from the respective third parties.
17.    In case of material delay or impossibility to procure a given product from a supplier, the Merchant shall notify the Customer and:
17.1. offer a substitute product and/or an amended deadline; or
17.2. terminate the order with respect to the relevant products and refund the amounts paid by the Customer for them, without being liable for further damages (e.g. lost profits from marketing campaigns).
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V. REQUEST, OFFER, SAMPLES, PROJECTS, FINAL ORDER AND CONCLUSION OF CONTRACT
18.    Submission of a Request
18.1. The Customer may submit a Request through its profile on the Website, by e-mail or by telephone (followed by written confirmation).
18.2. The Request is an invitation to the Merchant to prepare an Offer and does not in itself oblige the Merchant to perform the requested items.
19.    Offer
19.1. After receipt of the Request, the Merchant prepares an Offer containing:

•    description of the products and approximate quantities;
•    indicative prices for products, personalisation and transport;
•    indicative performance deadlines;
•    an indicative amount of the advance payment.
19.2. The Offer is valid for the period stated therein, and in the absence of such period – for 7 (seven) calendar days.
20.    Samples
20.1. Where necessary, the Merchant may propose or require provision of Samples – with or without test branding.
20.2. The conditions for provision and payment of Samples are agreed with the Customer, and unless expressly agreed otherwise, Samples are non-returnable.
21.    Final Offer
21.1. After clarification of the requirements and, where applicable, on the basis of approved Samples, the Merchant may issue a Final Offer, which specifies:
•    the selected items;
•    the indicative prices;
•    the indicative deadlines.
21.2. Approval of the Final Offer by the Customer constitutes confirmation that the Customer wishes the Merchant to proceed with the preparation of Projects for branding of the respective items.
22.    Projects and Project Protocols
22.1. Following approval of the Final Offer, the Merchant prepares Projects for all items to be included in the future order.
22.2. For each Project or group of Projects, the Merchant draws up a Project Protocol describing all details and technical parameters of the branding, including Pantone colours and the positioning of the elements.
22.3. The Customer reviews the Projects and signs/approves the Project Protocols (including through electronic signature or explicit written confirmation by e-mail). By signing/approving, the Customer confirms that all details of the items and the branding are correctly reflected and accepts them.
22.4. The signed/approved Project Protocols form an integral part of the future Contract and serve as evidence of the content and technical parameters of the Personalised Goods.
23.    Advance payment
23.1. After signing/approval of all relevant Project Protocols, the Merchant informs the Customer of the exact amount of the advance payment due, in line with the refined items and parameters.
23.2. The Customer pays the advance within the indicated term and by the agreed method. The Merchant does not place orders with suppliers and does not commence production until receipt of the advance.
24.    Final Order
24.1. After receipt of the advance, the Merchant generates and sends to the Customer a Final Order – an electronic document/form containing:
•    a summary of all items, quantities and prices;
•    the amount of the advance and the remaining balance;
•    production and delivery deadlines;
•    a reference to the signed Project Protocols;
•    a check box or other clear field for consent to the General Terms and Conditions.
24.2. The Customer reviews the Final Order and, if in agreement, confirms it electronically (by ticking the check box and/or by an explicit electronic statement).
25.    Conclusion of the Contract
25.1. A Contract between the Merchant and the Customer is deemed concluded at the moment when both of the following conditions are met:
•    (a) the agreed advance payment has been received; and
•    (b) the Customer has electronically confirmed the Final Order, including consent to the General Terms and Conditions.
25.2. The signed/approved Project Protocols and the Final Order form integral parts of the Contract and determine the specific rights and obligations of the Parties regarding the types of items, their parameters and the branding.
25.3. As from the first business day following the date of conclusion of the Contract under Clause 25.1, the production and delivery deadlines specified in the Final Order start running, unless expressly agreed otherwise therein.

VI. PRICES, CURRENCY, ADVANCE PAYMENT AND METHODS OF PAYMENT
26.    All prices on the Website, in the Offers, Final Offers and Final Orders are stated in Bulgarian lev (BGN) and are, as a rule, inclusive of VAT, unless expressly indicated otherwise.
27.    Where necessary, the Merchant may also indicate an indicative amount in euro (EUR), calculated at the official fixed exchange rate of the Bulgarian National Bank – EUR 1 = BGN 1.95583. The euro amount is for information purposes only; payments are generally made in lev, unless the Parties expressly agree otherwise.
28.    The prices displayed on the Website and in the Offers are indicative and are subject to confirmation in the Final Offer and the Final Order.
29.    Advance payment
29.1. As a rule, the Customer pays an advance in the amount of 50% of the total value under the Final Order, unless a different amount is specified therein.
29.2. For specific orders, large quantities or Products with Expected Availability, the Merchant may require a higher advance, including up to 100% of the value.
29.3. Until receipt of the advance, the Merchant does not place orders with suppliers and does not commence production.
30.    The outstanding balance (after deduction of the advance) is paid in accordance with the Final Order – prior to handing over the goods to the courier/Customer’s representative or upon delivery, if so agreed.
31.    Methods of payment:
31.1. Bank transfer to a bank account specified by the Merchant;
31.2. Card payment – online via the Website or via integrated payment systems, where available;
31.3. Cash payment – at the Merchant’s office, subject to applicable statutory limits and issuance of accounting documents.
32.    In case of delay in payment, the Customer owes statutory default interest and all actual costs incurred by the Merchant for collection of the debt.
VII. WITHDRAWAL FROM THE PROCEDURE AND FROM AN ORDER. ADVANCE
33.    The Customer may withdraw from the procedure until payment of the advance under Clause 23.2 without contractual consequences, whereby the Merchant reserves the right to request reasonable remuneration for already prepared Projects/Samples, if this has been agreed in advance.
34.    In case of withdrawal after payment of the advance but before the Merchant has actually placed orders with suppliers and/or commenced production, the Merchant is entitled to retain from the advance the actual costs incurred (including for Samples, design, preparation) and refund the balance.
35.    In case of withdrawal from the Contract for Personalised Goods and/or goods with individual delivery after commencement of production, purchase of materials or placement of orders with suppliers, the Merchant is entitled to retain the entire advance as minimum compensation for the costs incurred and lost profits. If the Merchant’s damage exceeds the amount of the advance, the Merchant may claim additional compensation.
VIII. DELIVERY, TRANSFER OF RISK AND TITLE
36.    Delivery is made to an address or courier office indicated by the Customer, using courier or transport services of third parties.
37.    Many products, including promotional goods, are subject to individual delivery, for which specific transportation costs are charged as specified in the Final Order.
38.    Delivery deadlines are indicative, unless expressly agreed to be fixed. Reasonable delays caused by objective reasons (supplier delays, transport, customs, couriers, etc.) do not constitute fundamental non-performance and do not entitle the Customer to compensation.
39.    Risk of loss or damage to the goods passes to the Customer at the moment of:
39.1. handover of the goods to the courier/carrier; or
39.2. handover of the goods to an authorised representative of the Customer; or
39.3. collection from the Merchant’s office/warehouse – where such option has been agreed.
40.    Title to the goods passes to the Customer upon full payment of the agreed price. Until that moment the Merchant is entitled to retain the goods.
IX. ACCEPTANCE OF GOODS AND CLAIMS (COMPLAINTS)
41.    Upon receipt of the goods, the Customer must inspect them for:
•    visible transport damage;
•    discrepancies in type, model, colour;
•    quantity shortages;
•    obvious defects in the personalisation (gross printing errors, visible misalignment, wrong logo, etc.).

42.    In case of visible transport damage, the Customer must:
•    request a protocol from the courier/carrier;
•    note a reservation on the delivery document;
•    notify the Merchant within 24 hours, attaching the protocol and photos.

43.    Claims for visible discrepancies and defects must be submitted within 2 (two) business days from the date of receipt, in writing (by e-mail), with description and photographic evidence. After expiry of this term, the goods are deemed accepted without reservations.
44.    For hidden defects, the Customer shall notify the Merchant within a reasonable period after their discovery, but no later than the agreed warranty period (if any).
45.    A claim will not be accepted if:
•    the defect results from improper use, storage or handling by the Customer;
•    the goods have been subjected to effects incompatible with their intended use;
•    the personalisation has been performed in accordance with a Project/Project Protocol approved by the Customer, and the error is in the text/file provided by the Customer;
•    the discrepancy is a minor deviation (e.g. slight colour shade differences) that does not prevent normal use for commercial and promotional purposes.

46.    In case of a justified claim, the Merchant shall, at its discretion:
•    remedy the defect; or
•    replace the goods with new ones; or
•    refund the relevant portion of the price for the affected units.

X. RETURN AND REPLACEMENT OF GOODS
47.    In view of the B2B nature of the relations and the fact that a substantial part of the products are Personalised Goods, the Customer has no unilateral right to withdraw from the Contract, or to return or replace goods without defect, except in the cases provided for in these General Terms and Conditions.
48.    Return or replacement of goods is permitted only where:
•    there is a proven manufacturing defect or material non-conformity;
•    goods clearly different from those specified in the Final Order/Project Protocols have been delivered;
•    personalisation has clearly been performed contrary to the approved Project/Project Protocol;
•    the goods have been damaged during transport and the requirements of Clause 42 have been met.

49.    Promotional items and products with individual delivery are not returnable due to reasons such as changes in marketing plans, cancellation of campaigns, etc., except where grounds for a claim under Section IX exist.

XI. WARRANTIES
50.    Where a manufacturer or the Merchant provides a warranty for certain products, the scope and term of such warranty are set out in the respective documentation (warranty card, certificate, offer).
51.    The warranty does not cover:
•    normal wear and tear;
•    defects caused by improper use, storage or handling by the Customer;
•    damage due to external factors (impact, moisture, chemicals, etc.).

XII. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
52.    The Customer undertakes:
•    to provide true, complete and up-to-date data upon registration and in Requests;
•    to pay the agreed amounts in due time;
•    to provide files and information for personalisation on time;
•    to organise acceptance of the goods at the agreed time and address;
•    to use the goods in accordance with their intended purpose.

53.    The Customer is fully liable for the content of the logos, designs, texts, graphics and other elements it provides, including with respect to intellectual property rights of third parties, and shall indemnify the Merchant in case of claims by such third parties.
XIII. RIGHTS AND OBLIGATIONS OF THE MERCHANT
54.    The Merchant is entitled:
•    to refuse a Request or order in case of objective impossibility to perform, repeated late payments or suspicion of misuse;
•    to modify the Website, product range, Offers and prices without affecting already confirmed Final Orders;
•    to retain the goods until full payment of the price.
55.    The Merchant undertakes:
•    to prepare the Offers, Final Offers, Projects and Final Orders in good faith and in a professional manner;
•    to perform the Contracts accepted in accordance with the Final Order and these General Terms and Conditions;
•    to inform the Customer of objective impediments and, where possible, to propose reasonable solutions (alternative products, amended deadlines, etc.).

XIV. INTELLECTUAL PROPERTY
56.    All rights to the Website, its content, images, samples, templates and designs created by the Merchant or provided by its licensors are protected intellectual property.
57.    The Customer is not entitled to copy, distribute or otherwise use these materials beyond what is necessary for performance of the Contract, without the Merchant’s express prior written consent.
58.    Where the Merchant creates a design according to the Customer’s assignment, unless otherwise agreed, the economic copyright in the design belongs to the Merchant, and the Customer receives a limited right to use it for the purposes of the specific order.

XV. PERSONAL DATA
59.    The Merchant processes personal data of contact persons of the Customer (employees, representatives) as a data controller in accordance with Regulation (EU) 2016/679 (GDPR) and the Bulgarian Personal Data Protection Act.
60.    Detailed information on the processing of personal data is provided in the Privacy Policy published on the Website, which forms an integral part of these General Terms and Conditions.

XVI. LIMITATION OF LIABILITY
61.    The Merchant’s liability under each Contract is limited to the amount of the price paid/payable for the specific order.
62.    The Merchant shall not be liable for:

•    lost profits, lost campaigns, penalties owed to third parties and other indirect or consequential damages;
•    delays caused by acts or omissions of suppliers, couriers, customs or other third parties;
•    deviations in colours and shades between on-screen visualisations and real products that fall within usual technical tolerances.

63.    In case of force majeure (events of force majeure), performance of obligations shall be suspended for the duration of such events without liability of the affected Party.

XVII. AMENDMENT OF THE GENERAL TERMS AND CONDITIONS
64.    The Merchant may amend and supplement these General Terms and Conditions. The current version is published on the Website and applies as from its publication to new Requests and orders.
65.    For orders for which a Final Order has already been confirmed, the General Terms and Conditions in force at the time of confirmation shall apply, unless the Parties expressly agree otherwise in writing.

XVIII. APPLICABLE LAW AND JURISDICTION
66.    For all matters not expressly regulated in these General Terms and Conditions, the applicable law shall be the law of the Republic of Bulgaria.
67.    The Parties shall endeavour to resolve any disputes through negotiations and in the spirit of good commercial practice. In case no agreement is reached, the dispute shall be submitted for resolution to the competent court at the Merchant’s registered seat – Sofia, with the exclusive application of Bulgarian law.