Public offer to conclude an agency commission agreement

Last Updated: August 7, 2022

Welcome to the Stelvel`s website located at https://stelvel.bg/ together with any materials and services available therein (the “Site”), which is operated by STELVEL EOOD.

PLEASE REVIEW THIS PUBLIC OFFER CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THIS PUBLIC OFFER. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THE TERMS OF THIS PUBLIC OFFER YOU MUST NOT USE OR ACCESS THE SITE AND USE THE AGENT’S SERVICES.

GENERAL TERMS

1.1. This Public Offer state the terms and conditions governing the Principal’s use of the Agent’s services by accessing the Site and constitute a legally binding agency commission agreement (“Agreement”) between you (“Principal”) and STELVEL EOOD, a limited liability company having its seat and registered address at Bulgaria, Stolichna Municipality, Sofia 1000, Bacho Kiro St. No. 5, registered with the Bulgarian Commercial Register under Company Registration No. 206117763 (“Agent”), collectively referred to as “Parties”.

1.2. This Public Offer incorporates any additional terms and conditions posted by the Agent through the Site, or otherwise made available to the Principal by the Agent.

1.3. The Agent may change these Public Offer from time to time by notifying the Principal of such changes by any reasonable means, including by posting revised Public Offer through the Site. Any such changes will not apply to any dispute between the Principal and the Agent arising prior to the date on which the Agent posted the revised Public Offer incorporating such changes, or otherwise notified the Principal of such changes.

1.4. The “Last Updated” legend above indicates when this Public Offer was last changed. The Agent may, at any time and without liability, modify or discontinue all or part of the Site.

1.5. By using the services of the Agent, the Principal affirms its legal age to enter into this Agreement. If the Principal is an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which the Principal is associated, then the Principal is agreeing to the terms of this Public Offer on behalf of itself and such organization, and the Principal represents and warrants that it has the legal authority to bind such organization to this Agreement. References to “Principal” in this Agreement will refer to both the individual using the Site and to any such organization.

1.6. The Principal may need to register for an account to use all or portions of the Agent’s services. The Agent may reject, or require that the Principal change, any user name, password or other information that the Principal provides to the Agent during the registration. The Principal is responsible for any use or misuse of its user name or password. In particular, it is the sole responsibility of the Principal to (a) maintain the confidentiality of its account login and password; (b) frequently update and revise its password; and (c) promptly notify the Agent if there is any unauthorized use of the Principal’s account or any breach of security.

THE SUBJECT OF THE AGREEMENT

2.1. The Agent undertakes, against remuneration and by instructions of the Principal, to execute one or more transactions on the Agent’s behalf and at the expense of the Principal.

2.2. The Principal exercises the rights and is compelled to meet the obligations towards a third party after the completion of a transaction thereof by the Agent made on its own behalf and at the expense of the Principal.

2.3. The Principal undertakes to carry out all necessary measures aimed at the unobstructed implementation of the assigned task by the Agent.

DUTIES AND RIGHTS OF THE AGENT

3.1. The Agent assumes the following obligations:

3.1.1. To properly in accordance with this Agreement carry out the Principal’s instructions.

3.1.2. To negotiate, correspond with third parties in order to carry out all necessary procedures related to the execution of one or more transactions on the Agent’s behalf and at the expense of the Principal

3.1.3. To conclude contracts/agreements related to the entrusted order, on terms that are most beneficial for the Principal. The Agent agrees with the Principal on all the essential terms of the said contracts in writing or electronically.

3.1.4. To exercise control over the observance by third parties of obligations under transactions concluded in pursuance of this Agreement.

3.1.5. To immediately notify the Principal of any violations by third parties of their obligations under the concluded transactions, on other circumstances that prevent the Agent from properly fulfilling the obligations under this agreement and on transactions concluded in pursuance of this agreement.

3.1.6. To submit to the Principal reports on the provided services as the assignment is carried out. The Agent’s report shall be submitted to the Principal no later than 15 business days from the moment the order is completed. If the Principal has objections to the Agent’s report, the Principal shall report his objections within 5 business days from the receipt of the report. Otherwise, in the absence of stated valid reasons, the report is considered accepted by the Principal.

3.1.7. To submit together with the reports everything received in connection with them, including all received permits, original documentary evidence of the expenses incurred in connection with the performance of its obligations under this Agreement.

3.1.8. To maintain confidentiality when negotiating transactions and not to disclose any information related to the execution of this Agreement.

3.1.9. To timely notify the Principal of the need for the Principal’s representative to be present at negotiations and/or other procedures.

3.2. The Agent has the right:

3.2.1. To require the Principal to timely perform all necessary actions, without which the Agent cannot fulfill the entrusted order, including the timely and full payment of fees according to the approved reports of the Agent, in accordance with the terms of this Agreement.

3.3. The Agent is not entitled to transfer the rights granted under this Agreement to third parties without the prior written consent of the Principal.

3.4. The Agent is not entitled to deviate from the instructions of the Principal unless such deviation shall be made in the interest of the Principal.

DUTIES AND RIGHTS OF THE PRINCIPAL

4.1. The Principal assumes the following obligations:

4.1.1. To provide the Agent with the relevant Instruction, which sets out all the necessary information on the completion of the relevant transaction. The Principal undertakes to provide the Agent with all the necessary documentation for the execution of the entrusted order.

4.1.2. The Principal shall accept the results of the executive transaction from the Agent, inspect the goods acquired for the Principal and notify the Agent immediately of any discrepancies or missing items, as well as assume the obligations, assumed by the Agent towards the third party

4.1.3. To grant the Agent the right to conclude on behalf of the Agent and at the expense of the Principal the agreements necessary for the Agent to fulfill his obligations under this Agreement, and the right to sign all necessary financial and other permits. If it becomes necessary to issue to the Agent (its employees) powers of attorney to perform the actions provided in this agreement.

4.1.4. To timely accept the Agent’s reports, all documents provided by him and everything executed by him in accordance with this Agreement in the absence of objections to such documents and actions taken.

4.1.5. To timely pay in full for the services provided under this Agreement, in strict accordance with the terms of this Agreement.

4.1.6. To reimburse the Agent in full of all documented expenses associated with the execution of this Agreement.

4.1.7. To pay the Agent remuneration in the manner and amount determined by this Agreement.

4.1.8. To be responsible to the Agent for the timeliness and completeness of the fulfillment of its obligations under this Agreement.

4.2. The Principal has the right to demand from the Agent:

4.2.1. High-quality services for the execution of the terms of this Agreement.

4.2.2. Compliance with the terms of the services provided under this Agreement.

4.2.3. Compliance with the economic interests and trade secrets of the Principal.

4.2.4. To eliminate mistakes during the services.

4.2.5. Reimbursement of expenses incurred by the Principal and payment of penalties provided by the Agreement in the event that the Agent violates laws, instructions, rules and other norms in force in the territory of Bulgaria in the course of executing the entrusted order.

4.3. The Principal has the right at any time to request detailed information on the progress of the execution of the assigned order.

PROCEDURE OF PAYMENTS. AGENT’S REMUNERATION

5.1. The amount of the Agent’s remuneration under this Agreement is 1% from the cost of transaction concluded with the third party on the expense of the Principal

5.2. Payment for the services rendered by third parties, mentioned in clause 2.1. of this Agreement, according to the report of the Agent, are the expenses of the Principal.

5.3. The Principal pays the fees specified in clause 5.3. expenses on the basis of relevant invoices of the Agent and invoices of third parties.

5.4. Payment for Agent’s invoices and remuneration by the Principal is carried out by transferring funds to the Agent’s settlement account specified in this agreement within 3 banking days from the date of invoice.

TERM OF AGREEMENT AND PROCEDURE FOR ITS TERMINATION

6.1. This Agreement is valid until the Parties fulfill their obligations in full.

6.2. Each of the parties has the right to terminate the agreement ahead of schedule by notifying the other party in writing no later than one month before the proposed termination of the Agreement.

RESPONSIBILITIES OF THE PARTIES

7.1. The responsibility of the Parties to each other is determined by this Agreement and the current legislation of Bulgaria.

7.2. The Agent shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, or loss of security of submitted materials (including unauthorized interception by third parties of any submitted materials), even if advised in advance of the possibility of such damages or losses. Without limiting the foregoing, the Agent will not be liable for damages of any kind resulting from the Principal’s use of or inability to use the Site or from any third party materials.

7.3. The Principal is fully responsible for the content of the materials and information provided to the Agent.

7.4. The Agent bears responsibility for its actions and actions of third parties involved by it in fulfillment of this Agreement, as well as for completeness, accuracy, full compliance with the current legislation of Bulgaria and timely provision by the Agent of all documents provided for in this Agreement. The Agent shall not be responsible for any failure to fulfill any obligation due to any cause beyond its control

7.5. If the Principal withdraws the order in full or in part, before the Agent has concluded the respective transactions with third parties, the Principal shall pay the agent the remuneration and reimburse the Agent for any expenses related to the transactions concluded thereby prior to the withdrawal.

CIRCUMSTANCES THAT EXCLUDE THE LIABILITY OF THE PARTIES

8.1. The Parties are released from liability for full or partial failure to fulfill any of their obligations, if the failure is the result of such circumstances as flood, fire, earthquake and/or other natural disasters, war or hostilities, the entry into force of acts of state bodies affecting fulfillment of obligations of the Parties.

8.2. The Party for which it became impossible to fulfill obligations under this Agreement is obliged, within 14 calendar days from the moment it became aware of this, to notify the other Party in writing of the occurrence and expected duration of the above circumstances.

8.3. Confirmation of the existence of the above circumstances, as well as classifying them as force majeure circumstances, will be the relevant document issued by the state authority in whose territory such force majeure circumstances took place.

DISPUTES RESOLUTION

9.1. All disputes, arising from this Agreement or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in this Agreement shall be resolved by the Parties through negotiations, and if it is impossible to reach an agreement, disputes shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for Litigations.

FINAL PROVISIONS

10.1. Any matters not regulated by this Agreement shall be governed by the current laws of Bulgaria, without regard to its Principals of conflicts of law, and regardless of the location of the Principal.

10.2. The terms of the Agreement do not, and will not be construed to, create any partnership, joint venture, employer-employee or franchisor-franchisee relationship between the Principal and the Agent.

10.3. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

10.4. The Principal may not assign or transfer any or all of its rights or obligations under this Agreement without the express prior written consent of the Agent.

10.5. No waiver by either Party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.

10.6. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision.

10.7. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.

10.8. This Agreement, including any terms and conditions incorporated herein, constitutes the entire agreement between the Principal and the Agent relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between the Principal and the Agent relating to such subject matter.

10.9. Notices to the Principal (including notices of changes to this Public Offer) may be made via posting to the Site, by e-mail (including in each case via links) or by messengers. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.