General Terms and Conditions of Sale and Supply

of „ОКТА ИМПЕКС“ ЕООД
trading as INOXMATEC

Effective from: 17 September 2026
Version: 17 September 2026

These General Terms and Conditions govern the sale and supply of goods and related services by „ОКТА ИМПЕКС“ ЕООД, UIC 204846487, with registered office and business address at 1 Dobrich St., 4000 Plovdiv, Bulgaria, trading as INOXMATEC (“INOXMATEC”, the “Supplier”, “we”, “us” or “our”).

1. Scope and Application

1.1 Business-to-business transactions

These General Terms and Conditions apply exclusively to transactions with legal persons, sole traders and other persons acting in the course of their commercial, professional or business activity (“Customer”).

Unless expressly agreed otherwise in writing, INOXMATEC does not contract under these General Terms and Conditions with persons acting as consumers.

1.2 Application to all supplies

These General Terms and Conditions apply to all quotations, offers, order confirmations, sales, deliveries and related services supplied by INOXMATEC, including, without limitation:

• machinery and industrial equipment;
• hygiene and sanitation equipment;
• cleaning equipment;
• plastic containers and handling products;
• stainless-steel containers, trolleys and related products;
• spare parts;
• components;
• accessories;
• consumables;
• installation, commissioning, technical assistance or other services where expressly agreed.

1.3 Incorporation

These General Terms and Conditions form an integral part of every contract between INOXMATEC and the Customer where they are referred to in a quotation, order confirmation, contract, invoice, pro-forma invoice, correspondence or other commercial document.

By accepting a quotation, submitting a purchase order following receipt of a quotation referring to these General Terms and Conditions, signing a contract or order confirmation, paying a deposit or other amount, accepting delivery, or otherwise proceeding with an order after having been provided with or referred to these General Terms and Conditions, the Customer confirms its acceptance of them to the extent permitted by applicable law.

1.4 Exclusion of Customer terms

Any general or special purchasing terms, procurement terms or other standard conditions of the Customer are expressly rejected and shall not apply unless INOXMATEC expressly accepts specific provisions thereof in writing.

Acceptance or performance of a Customer purchase order containing or referring to Customer terms shall not constitute acceptance of those terms.

Silence by INOXMATEC shall not constitute acceptance of any Customer terms.

1.5 Priority of documents

In the event of inconsistency, the following order of priority shall apply:

1. a specific written contract signed by INOXMATEC and the Customer;
2. INOXMATEC’s written order confirmation;
3. INOXMATEC’s final written quotation;
4. these General Terms and Conditions;
5. technical documentation expressly incorporated into the contract.

A departure from these General Terms and Conditions shall apply only to the specific transaction for which it has been expressly agreed and shall not constitute a general waiver or amendment.

2. Quotations and Conclusion of Contract

2.1 General information is not an offer

Catalogues, brochures, websites, photographs, drawings, advertisements, price lists, presentations and other general commercial information are indicative only and do not constitute a binding offer.

2.2 Quotations

Unless expressly stated to be binding, a quotation issued by INOXMATEC constitutes an invitation to the Customer to place an order on the conditions stated in the quotation.

Quotations are valid only for the period expressly stated therein.

If no validity period is stated, the quotation shall be valid for 30 calendar days from its date, subject to availability and to any material change in manufacturer pricing, freight costs, exchange rates, taxes, duties or other external costs before acceptance.

2.3 Customer purchase order

A purchase order or other acceptance issued by the Customer constitutes an offer to purchase the specified goods or services.

2.4 Contract formation

A binding contract is concluded only when INOXMATEC:

1. issues a written order confirmation; or
2. expressly confirms the order in writing; or
3. begins performance or places the corresponding order with its manufacturer or supplier after accepting the Customer’s order.

Receipt of money by itself shall not oblige INOXMATEC to perform an order that it has expressly rejected or is legally prohibited from fulfilling.

2.5 Scope of supply

Only goods, services, specifications, quantities and documentation expressly identified in INOXMATEC’s order confirmation or applicable quotation are included in the scope of supply.

Anything not expressly included is excluded.

2.6 Technical information supplied by Customer

The Customer is responsible for the accuracy and completeness of all dimensions, drawings, specifications, production data, environmental conditions, utility information, samples and other information provided to INOXMATEC.

INOXMATEC may rely upon such information without independent verification.

Any additional cost, delay, modification or rework caused by incomplete, inaccurate or subsequently changed Customer information shall be for the Customer’s account.

3. Product Description, Technical Data and Suitability

3.1 Manufacturer information

Where INOXMATEC supplies products manufactured by third parties, technical specifications, performance data, drawings, photographs, capacities, weights, dimensions and similar information may be based on information supplied by the relevant manufacturer.

Reasonable variations that do not materially impair the agreed functionality of the product shall not constitute a defect.

3.2 Manufacturer modifications

Manufacturers may make technical improvements or modifications to products.

INOXMATEC may supply an updated or technically equivalent version where the change does not materially reduce the functionality expressly agreed with the Customer.

3.3 Customer responsibility for selection

Unless INOXMATEC has expressly accepted responsibility for a particular application in writing, the Customer is responsible for determining that the goods are suitable for:

• the Customer’s intended production process;
• the intended product or food product;
• required capacity;
• dimensions and available space;
• temperatures;
• chemicals and detergents;
• wash-down conditions;
• environmental conditions;
• utilities;
• interfaces with existing equipment;
• hygiene procedures; and
• all other site-specific requirements.

Recommendations, discussions, drawings or assistance provided by INOXMATEC shall not transfer responsibility for the Customer’s process design or overall production system to INOXMATEC unless expressly agreed in writing.

3.4 No turnkey responsibility

Unless expressly stated in a signed contract, INOXMATEC acts as a supplier or commercial partner and does not assume responsibility as:

• designer of the Customer’s factory;
• designer of the Customer’s complete production process;
• general contractor;
• turnkey line integrator;
• construction contractor; or
• operator of the Customer’s production facility.

3.5 Performance figures

Capacity, throughput, consumption and other performance figures are subject to the conditions specified by the manufacturer and, where applicable, the characteristics of the product being processed.

Actual production results may vary depending on raw material, operators, upstream and downstream equipment, environment, utilities, settings, maintenance and other conditions outside INOXMATEC’s control.

4. Prices

4.1 Prices

Prices are stated in the currency shown in the quotation and are exclusive of VAT unless expressly stated otherwise.

4.2 Excluded costs

Unless expressly included in the quotation, prices exclude:

• VAT;
• customs duties;
• import duties;
• government charges;
• transport;
• transport insurance;
• unloading;
• lifting equipment;
• special packaging;
• installation;
• commissioning;
• travel and accommodation;
• electrical work;
• plumbing;
• drainage;
• civil works;
• foundations;
• connections to utilities;
• local permits;
• inspections;
• validation;
• training; and
• any other service not specifically stated as included.

4.3 Changes before contract formation

INOXMATEC may revise a quotation before contract formation if manufacturer pricing, exchange rates, transportation costs, raw-material surcharges, customs duties, taxes or other external costs materially change.

After a contract has been concluded, the agreed price shall apply except where adjustment is expressly provided for in the contract or where additional costs result from Customer-requested changes, incorrect Customer information, delay attributable to the Customer or circumstances expressly covered by these General Terms and Conditions.

5. Payment

5.1 Payment terms

Payment shall be made according to the payment schedule stated in the quotation or order confirmation.

Unless otherwise expressly agreed in writing, INOXMATEC may require advance payment before placing an order with the manufacturer or releasing goods for delivery.

5.2 Cleared funds

Payment is deemed made only when the full amount is irrevocably credited to the bank account nominated by INOXMATEC and is freely available to INOXMATEC.

Bank charges relating to the Customer’s payment shall be borne by the Customer.

5.3 No deduction

All payments shall be made in full without deduction, withholding, set-off or counterclaim, except where such set-off is expressly accepted by INOXMATEC in writing or is established by a final enforceable court judgment.

5.4 Late payment

Any amount not paid when due shall automatically bear statutory default interest applicable to commercial transactions from the day following its due date until payment in full, without the need for further notice.

INOXMATEC shall additionally be entitled to any fixed compensation and reasonable debt-recovery costs available under applicable law, including reasonable legal, collection and administrative costs.

5.5 Suspension

If any payment is overdue, or INOXMATEC reasonably considers that the Customer’s ability or willingness to pay has materially deteriorated, INOXMATEC may, to the extent permitted by law:

• suspend performance;
• suspend delivery;
• withhold documents or services not required to be supplied by mandatory law;
• refuse further orders;
• require payment of all overdue amounts;
• require additional advance payment or security; and/or
• revise credit terms.

Any resulting delay shall not constitute delay by INOXMATEC.

5.6 Accelerated payment

Where the Customer materially defaults on an agreed payment, INOXMATEC may declare all invoiced and contractually due amounts immediately payable, subject to applicable law.

6. Cancellation and Changes by the Customer

6.1 No unilateral cancellation

Once a contract has been concluded, the Customer may not cancel, suspend or materially change the order without INOXMATEC’s prior written consent.

6.2 Special-order and customised goods

Products ordered specifically from a manufacturer for the Customer, customised products, made-to-order products, non-stock items and products produced or configured to Customer specifications are non-cancellable and non-returnable, except where INOXMATEC expressly agrees otherwise in writing.

6.3 Costs of agreed cancellation

Where INOXMATEC agrees to a cancellation or modification, the Customer shall reimburse INOXMATEC for all costs, commitments and losses reasonably resulting from it, including, where applicable:

• manufacturer cancellation charges;
• non-refundable supplier payments;
• engineering costs;
• materials;
• work already performed;
• freight;
• return freight;
• restocking charges;
• currency losses;
• storage;
• banking charges; and
• other committed third-party costs.

Any remaining refundable amount shall be determined only after those amounts have been deducted.

6.4 Deposits

An advance payment or deposit is not automatically refundable merely because the Customer elects not to proceed.

Any refund shall be subject to Clause 6.3 and applicable mandatory law.

7. Delivery Dates and Lead Times

7.1 Estimated delivery dates

Unless expressly identified as a guaranteed fixed deadline, delivery dates and lead times are estimates based on information available at the time of quotation or confirmation.

7.2 Commencement of lead time

Any delivery period shall commence only after the last of the following applicable conditions has been satisfied:

• conclusion of the contract;
• receipt of the agreed advance payment;
• receipt of complete and approved technical information;
• approval of drawings or specifications by the Customer;
• clarification of all commercial and technical matters;
• receipt of required permits or approvals;
• receipt of any required bank guarantee or letter of credit; and
• confirmation of the order by the relevant manufacturer or upstream supplier where applicable.

7.3 Manufacturer and supplier dependency

Where goods are manufactured or supplied by a third party, INOXMATEC’s delivery obligations are conditional upon correct and timely supply to INOXMATEC by the relevant manufacturer or supplier, provided INOXMATEC has acted with reasonable commercial diligence.

A delay by a manufacturer or upstream supplier caused by circumstances outside INOXMATEC’s reasonable control shall entitle INOXMATEC to a reasonable extension of time.

7.4 Partial deliveries

INOXMATEC may make reasonable partial deliveries and issue separate invoices for them unless partial delivery would materially defeat the agreed commercial purpose.

7.5 Changes and Customer delay

Delivery dates shall be automatically extended by a reasonable period where delay results from:

• Customer-requested changes;
• late approval;
• incomplete information;
• delayed payment;
• unavailable site access;
• Customer failure to perform its obligations; or
• any other circumstance attributable to the Customer.

7.6 Delay remedies

Unless a specific liquidated-damages arrangement has been expressly agreed in writing, INOXMATEC shall not owe contractual delay penalties.

No compensation shall be payable for delay arising from circumstances outside INOXMATEC’s reasonable control.

8. Force Majeure and Events Beyond Reasonable Control

8.1 Force majeure

INOXMATEC shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control.

Such circumstances may include, without limitation:

• natural disasters;
• fire;
• flood;
• severe weather;
• war;
• terrorism;
• civil unrest;
• epidemic or pandemic;
• government restrictions;
• sanctions;
• embargoes;
• strikes or industrial action;
• cyber incidents affecting essential infrastructure or suppliers;
• transport interruption;
• border closures;
• shortage of containers, vehicles, labour, raw materials or energy;
• interruption of utilities;
• failure or delay of manufacturers, subcontractors or suppliers due to such circumstances;
• major equipment failure at an upstream manufacturing facility; or
• actions or omissions of public authorities.

8.2 Consequences

Performance obligations affected by such an event shall be suspended for its duration and the applicable time for performance shall be reasonably extended.

8.3 Prolonged event

If the event prevents substantial performance for more than 90 consecutive days, either party may terminate the unperformed portion of the affected order by written notice.

The Customer shall remain liable for goods already completed, delivered or irrevocably committed for its order, together with reasonable costs already incurred, except to the extent prohibited by mandatory law.

9. Delivery, Transport and Incoterms

9.1 Delivery term

The applicable delivery term shall be the Incoterm stated in the quotation or order confirmation, interpreted in accordance with Incoterms® 2020.

Where no Incoterm is expressly stated, delivery shall be EXW at the location specified by INOXMATEC or its relevant manufacturer/supplier, as identified in the commercial documents.

9.2 Transport arranged by INOXMATEC

Where INOXMATEC arranges transportation at the Customer’s request, it may do so as an ancillary service on the Customer’s behalf unless the agreed Incoterm provides otherwise.

The Customer shall communicate special transport, packaging, unloading and insurance requirements sufficiently in advance.

9.3 Unloading

Unless expressly included, unloading from the delivery vehicle and internal movement at the Customer’s premises are the Customer’s responsibility and risk.

The Customer shall provide suitable access, personnel and lifting equipment.

9.4 Transport damage

The Customer shall inspect the external condition of the shipment upon arrival.

Visible transport damage, damaged packaging, shortages or incorrect packages must be:

• recorded on the carrier’s delivery documentation before signature wherever reasonably possible;
• photographed; and
• notified to INOXMATEC without undue delay.

Failure to document visible transport damage may prejudice claims against the carrier or insurer.

10. Transfer of Risk

10.1 Risk

Risk of loss or damage shall transfer in accordance with the agreed Incoterm.

10.2 Customer failure to take delivery

If the Customer fails to take delivery when the goods are ready and delivery is prevented for reasons not attributable to INOXMATEC, risk shall pass to the Customer to the extent permitted by the applicable Incoterm and law, and the goods may be placed into storage at the Customer’s cost.

10.3 Storage

Where goods cannot be dispatched or accepted for reasons attributable to the Customer, INOXMATEC may charge reasonable storage, handling, insurance and financing costs.

Unless a different amount is stated in the quotation or order confirmation, storage may be charged at 0.25% of the value of the stored goods per commenced week, subject to a reasonable minimum charge reflecting actual logistics costs.

Storage does not postpone payment obligations that have otherwise become due.

11. Retention of Title

11.1 Ownership

To the fullest extent permitted by applicable law, title to goods supplied by INOXMATEC shall remain with INOXMATEC until INOXMATEC has received full payment of all amounts due for those goods.

11.2 Customer obligations before title passes

Until title passes, the Customer shall:

• keep the goods identifiable;
• take reasonable care of them;
• not pledge or grant security over them;
• promptly inform INOXMATEC of attachment, seizure or third-party claims;
• adequately insure them where reasonably appropriate; and
• not deliberately remove identifying serial numbers or ownership markings.

11.3 Resale or integration

Where the nature of the Customer’s business reasonably requires resale, use or integration before full payment, such activity shall not release the Customer from its payment obligations.

Any extended retention-of-title arrangement shall operate only to the extent permitted by applicable law.

12. Inspection and Acceptance

12.1 Inspection obligation

The Customer shall inspect the goods as soon as reasonably practicable after delivery.

12.2 Visible defects and shortages

Visible defects, incorrect quantities, incorrect goods or other defects reasonably discoverable upon inspection must be notified to INOXMATEC in writing without undue delay and, in any event, no later than 5 business days after delivery, unless a shorter notification period is reasonably required for preservation of transport claims.

12.3 Hidden defects

A latent defect not reasonably discoverable during initial inspection must be notified to INOXMATEC in writing without undue delay after discovery.

12.4 Content of claim

A claim shall, where applicable, include:

• order or invoice number;
• product identification and serial number;
• description of the alleged defect;
• date of discovery;
• photographs and/or video;
• operating conditions;
• maintenance information; and
• any additional information reasonably requested by INOXMATEC or the manufacturer.

12.5 Continued use

Where continued operation may increase damage, create a safety risk or prevent proper investigation of an alleged defect, the Customer shall stop using the affected equipment until appropriate instructions are received.

Damage caused by unreasonable continued operation after discovery of such a condition shall not be attributable to INOXMATEC.

13. Installation, Commissioning and Site Conditions

13.1 Unless expressly included

Installation, commissioning and connection are not included unless expressly stated in the quotation or order confirmation.

13.2 Customer responsibilities

Unless otherwise agreed, the Customer is responsible for providing at its own cost and in due time:

• suitable foundations and floors;
• structural support;
• electrical supply;
• water;
• drainage;
• compressed air;
• steam;
• ventilation;
• data connections;
• extraction systems;
• safe access;
• lifting equipment;
• suitable working space;
• permits;
• site safety arrangements; and
• any other utilities or infrastructure required by the manufacturer.

13.3 Site readiness

If INOXMATEC or its contractor attends site and cannot perform the agreed work because the site is not ready, INOXMATEC may charge reasonable additional travel, labour, accommodation, waiting and remobilisation costs.

13.4 Third-party installation

Where equipment is installed, modified, connected, commissioned or repaired by the Customer or a third party, that work shall be performed competently and in accordance with applicable instructions and legal requirements.

INOXMATEC shall not be responsible for defects or damage caused by incorrect third-party installation or modification.

14. Warranty

14.1 Third-party manufactured goods

Unless expressly stated otherwise, products supplied by INOXMATEC are manufactured by third parties.

To the extent legally permissible, the applicable manufacturer’s warranty conditions shall govern technical warranty coverage for such products.

INOXMATEC shall make the benefit of the applicable manufacturer’s warranty available to the Customer to the extent INOXMATEC is legally and contractually able to do so.

14.2 Warranty period

Unless another warranty period is stated in INOXMATEC’s quotation, order confirmation or the manufacturer’s applicable warranty conditions, the commercial warranty period shall be 12 months from delivery, subject always to the specific warranty conditions applicable to the product.

Where commissioning by the manufacturer or INOXMATEC is expressly included and materially relevant to operation, a different commencement date may be stated in the quotation or order confirmation.

14.3 Warranty remedy

Subject to verification of a valid warranty claim, the remedy may consist, at INOXMATEC’s or the relevant manufacturer’s option and subject to applicable law, of:

• repair;
• replacement of the defective component;
• replacement of the defective product; or
• another commercially reasonable remedy agreed between the parties.

14.4 No automatic right to replacement equipment

Unless expressly agreed, INOXMATEC is not obliged to provide temporary, substitute or loan equipment while warranty work is being assessed or performed.

14.5 Warranty exclusions

Warranty does not cover defects, deterioration or damage resulting from or connected with:

• normal wear and tear;
• consumables and wearing parts;
• incorrect installation;
• improper commissioning;
• incorrect or negligent operation;
• operation contrary to instructions;
• inadequate cleaning or maintenance;
• failure to perform required preventive maintenance;
• use of unsuitable chemicals or concentrations;
• corrosion caused by unsuitable operating conditions;
• incompatible food products, chemicals or materials;
• excessive or abnormal use;
• overloading;
• accident or impact;
• transport damage occurring after transfer of risk;
• inadequate utilities;
• voltage fluctuation;
• incorrect electrical supply;
• contaminated water, air or other utilities;
• freezing;
• fire;
• flood;
• environmental conditions outside specification;
• modification without appropriate authorisation;
• repairs by unauthorised persons;
• use of unsuitable or non-approved spare parts;
• integration with incompatible equipment;
• failure of equipment or systems not supplied by INOXMATEC; or
• any cause unrelated to an original defect in the supplied goods.

14.6 Consumables and wear parts

Consumables, seals, hoses, brushes, bearings, blades, filters, lamps and other components inherently subject to wear are excluded from warranty to the extent their condition results from normal usage rather than an original defect.

14.7 Manufacturer assessment

INOXMATEC may require the allegedly defective item or component to be returned for inspection by INOXMATEC or the manufacturer before a warranty claim is accepted.

14.8 Costs where claim is not valid

If investigation reasonably establishes that a reported defect is not covered by warranty, the Customer shall reimburse reasonable inspection, travel, transport, labour and related costs incurred at its request or for diagnosis of the reported issue.

14.9 Mandatory rights

Nothing in this section excludes or restricts any liability or remedy that cannot lawfully be excluded or restricted.

15. Spare Parts and Technical Support

15.1 Availability

Availability of spare parts and manufacturer support is subject to the relevant manufacturer’s product programme and supply chain.

Unless expressly guaranteed in writing, INOXMATEC does not warrant that any specific spare part will remain available for a particular number of years.

15.2 Identification

The Customer is responsible for supplying correct equipment identification, model and serial number when ordering spare parts.

INOXMATEC shall not be responsible for additional costs caused by inaccurate identification supplied by the Customer.

15.3 Remote advice

Technical guidance provided remotely is based on the information supplied by the Customer.

The Customer remains responsible for ensuring that work on machinery is carried out safely by appropriately qualified personnel.

16. Product Compliance and Documentation

16.1 Applicable product documentation

Where legally required and applicable to the relevant product, INOXMATEC shall supply or make available the compliance documentation supplied or required from the relevant manufacturer or economic operator.

16.2 Customer modifications

The Customer is solely responsible for any subsequent modification, combination, incorporation or change made outside the control of INOXMATEC and for determining whether such action creates additional compliance, conformity-assessment, documentation or certification obligations.

16.3 Use outside intended purpose

INOXMATEC is not responsible for regulatory or technical consequences resulting from use of a product outside its intended purpose or outside conditions specified by the manufacturer.

16.4 Mandatory product-safety obligations

Nothing in these General Terms and Conditions limits obligations imposed on INOXMATEC that cannot be excluded under applicable product safety, product liability or other mandatory legislation.

17. Limitation of Liability

17.1 Excluded indirect losses

To the fullest extent permitted by applicable law, INOXMATEC shall not be liable for:

• loss of production;
• production stoppage;
• loss of use;
• loss of profit;
• loss of revenue;
• loss of contracts;
• loss of orders;
• loss of customers;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss or corruption of data;
• recall costs except where liability cannot legally be excluded;
• cost of substitute production;
• cost of renting substitute equipment;
• claims arising from products manufactured by the Customer;
• losses caused by downstream production interruption; or
• any indirect, consequential or special loss.

This applies irrespective of whether such loss was foreseeable or whether INOXMATEC had been informed that it might occur, except where exclusion is prohibited by mandatory law.

17.2 Overall contractual liability cap

To the fullest extent permitted by applicable law, INOXMATEC’s aggregate liability arising out of or in connection with a particular contract, whether in contract, warranty, damages, indemnity or otherwise, shall not exceed 100% of the net price actually paid to INOXMATEC for the specific goods or services giving rise to the claim.

Where a claim concerns only an identifiable part of the supply, the cap shall be the net amount paid for that affected part.

17.3 No duplication

The Customer shall not recover more than once for the same loss under different legal theories or remedies.

17.4 Mandatory exceptions

Nothing in these General Terms and Conditions excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory applicable law, including liability that cannot lawfully be excluded for intentional wrongdoing, applicable cases of gross fault, death or personal injury, or mandatory product liability.

18. Manufacturer and Third-Party Products

18.1 Independent manufacturers

Where INOXMATEC distributes goods manufactured by another manufacturer, that manufacturer remains responsible for its own product design, manufacturing process and manufacturer documentation to the extent provided by applicable law.

Nothing in this clause limits any separate mandatory legal obligations imposed on INOXMATEC as seller, distributor, importer or other economic operator.

18.2 Manufacturer warranty

Where a manufacturer’s warranty applies, INOXMATEC may coordinate the Customer’s claim with the manufacturer.

The Customer shall reasonably cooperate in diagnosis and provide requested evidence.

18.3 Manufacturer delays or discontinuation

INOXMATEC shall not be liable for a manufacturer’s discontinuation of a product, change of specification, component obsolescence or inability to supply a particular item where the matter is outside INOXMATEC’s reasonable control.

Where practicable, INOXMATEC may propose an alternative product.

19. Customer’s Operational Responsibilities

The Customer is responsible for:

• operating equipment only by suitably trained personnel;
• following operating and safety instructions;
• performing routine inspections;
• implementing required lockout/tagout and workplace safety procedures;
• carrying out preventive maintenance;
• keeping maintenance records where appropriate;
• using suitable cleaning chemicals and methods;
• complying with applicable workplace, food-safety and hygiene requirements;
• preventing unauthorised modifications; and
• immediately taking equipment out of service where continued use presents a known material safety risk.

20. Intellectual Property and Documents

20.1 Rights reserved

All intellectual-property rights in quotations, drawings, layouts, photographs, calculations, specifications, technical proposals, documentation, catalogues, designs, software and other materials supplied by INOXMATEC remain vested in INOXMATEC or the relevant manufacturer/licensor.

20.2 Permitted use

The Customer may use such materials only for evaluating, installing, operating, maintaining or servicing the products for which they were supplied.

20.3 Restrictions

Unless authorised in writing, the Customer shall not:

• reproduce materials for unrelated commercial purposes;
• disclose confidential drawings or pricing to competitors;
• use INOXMATEC or manufacturer drawings to have substantially identical bespoke equipment manufactured by another supplier where the relevant intellectual-property or confidentiality rights prohibit such use;
• remove copyright or proprietary notices; or
• reverse engineer software except where such restriction is prohibited by mandatory law.

21. Confidentiality

Each party shall keep confidential non-public commercial and technical information received from the other in connection with a transaction.

Confidential information includes, where applicable:

• pricing;
• discounts;
• drawings;
• technical proposals;
• supplier information;
• specifications;
• manufacturing information;
• commercial strategy; and
• other information reasonably identifiable as confidential.

This obligation shall not apply to information that:

• is already lawfully public;
• was lawfully known to the receiving party without restriction;
• is lawfully received from a third party;
• is independently developed; or
• must be disclosed by law or competent authority.

22. Personal Data

Each party shall process personal data exchanged in connection with the commercial relationship in accordance with applicable data-protection law.

INOXMATEC may process business contact details and related personal data for purposes including:

• preparing quotations;
• order administration;
• delivery;
• invoicing;
• payment;
• warranty administration;
• technical support;
• compliance; and
• legitimate business communication,

in accordance with its applicable Privacy Policy.

23. Export Controls, Sanctions and Legal Compliance

23.1 Compliance

The Customer shall comply with applicable export-control, sanctions, customs, anti-bribery and trade laws relating to the goods.

23.2 Prohibited transactions

INOXMATEC may refuse, suspend or cancel a transaction without liability where performance would violate applicable sanctions, export controls, trade restrictions or other mandatory law.

23.3 End use

Upon reasonable request, the Customer shall provide information required to verify destination, end user and end use where necessary for legal or manufacturer compliance.

24. Termination

INOXMATEC may suspend performance or terminate the unperformed part of a contract by written notice where the Customer:

• materially fails to make payment when due and fails to remedy such default after reasonable notice;
• commits another material contractual breach and fails to remedy it where capable of remedy;
• becomes subject to insolvency, liquidation or comparable proceedings, subject to applicable insolvency law;
• provides materially false information relevant to the transaction;
• unlawfully resells or exports the goods; or
• requires INOXMATEC to perform an unlawful transaction.

Termination shall not affect rights and obligations accrued before termination.

The Customer shall remain liable for amounts already due and, subject to applicable law, costs irrevocably incurred for Customer-specific goods or services.

25. Assignment and Subcontracting

INOXMATEC may use manufacturers, logistics companies, installers, technicians and other subcontractors to perform parts of its obligations.

The Customer may not assign a contract or material rights under it to a third party without INOXMATEC’s prior written consent, such consent not to be unreasonably withheld where the proposed assignment does not materially increase INOXMATEC’s risk.

26. Communications and Electronic Documents

Unless a stricter form is required by mandatory law or expressly agreed by the parties, notices, confirmations, approvals and other communications exchanged by email or other agreed electronic means shall constitute written communication.

Electronic copies of commercial documents may be relied upon as evidence to the extent permitted by applicable law.

The Customer is responsible for keeping its contact details current.

27. No Waiver

Failure or delay by INOXMATEC to exercise any contractual or legal right shall not constitute a waiver of that right.

A waiver in relation to one breach or transaction shall not constitute a waiver in relation to any other breach or transaction.

28. Severability

If any provision of these General Terms and Conditions is found invalid, unlawful or unenforceable, it shall be ineffective only to the extent necessary.

The remaining provisions shall continue in full force.

Where legally possible, the invalid provision shall be replaced or interpreted by a valid provision that most closely reflects its commercial purpose.

29. Entire Agreement and Representations

The contract documents identified in Clause 1.5 constitute the agreement concerning the relevant transaction.

The Customer acknowledges that it has not relied upon any statement, representation, promise or performance claim not contained in the applicable contract documents, except in the case of fraud or where such exclusion is prohibited by law.

Statements made during preliminary discussions shall not amend the contract unless incorporated into the applicable quotation, order confirmation or signed agreement.

30. Amendments to These General Terms

INOXMATEC may update these General Terms and Conditions from time to time.

The version applicable to a particular contract shall normally be the version provided to or made available to the Customer when that contract is concluded.

A later website update shall not retrospectively alter an already concluded contract unless the parties expressly agree otherwise.

31. Governing Law

All contractual and non-contractual relations arising from or connected with transactions governed by these General Terms and Conditions shall be governed by the laws of the Republic of Bulgaria, without prejudice to mandatory rules that cannot legally be excluded.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), Vienna 1980, is excluded.

32. Jurisdiction

To the extent permitted by applicable law, the courts having jurisdiction for Plovdiv, Republic of Bulgaria, shall have exclusive jurisdiction over disputes arising from or connected with the contractual relationship.

Notwithstanding the foregoing, INOXMATEC may bring proceedings for payment, protection of property, interim relief or enforcement against the Customer before any other court having jurisdiction over the Customer, its assets or the relevant subject matter.

33. Language

These General Terms and Conditions may be made available in more than one language.

Unless expressly agreed otherwise, the English-language version shall prevail in the event of discrepancy between translations.

34. Company Details

„ОКТА ИМПЕКС“ ЕООД
Trading as: INOXMATEC
UIC: 204846487
VAT No.: BG204846487
Registered office: 1 Dobrich St., 4000 Plovdiv, Bulgaria
Business address: 1 Dobrich St., 4000 Plovdiv, Bulgaria

Email: info@inoxmatec.com
Website: www.inoxmatec.com

Effective from: 17 September 2026
Version: 17 September 2026