Terms & Conditions

1. Definitions

"Company" means Vortex Electronics Ltd.

"Customer" means the legal entity purchasing products from the Company.

"Products" or "Parts" means all goods supplied by the Company, including any associated traceability documentation, certificates, records, or reports.

"Order" means any purchase order submitted by the Customer and accepted by the Company.

2. Scope and Acceptance

These Terms and Conditions shall govern all quotations, orders, sales, and deliveries of Parts by the Company and shall prevail over any terms proposed by the Customer unless expressly agreed in writing by the Company.

Submission of an Order by the Customer constitutes acceptance of these Terms and Conditions. A binding contract is formed upon written acceptance of the Order by the Company.

3. Quotations

All quotations are non-binding and remain valid for thirty (30) days unless otherwise stated in writing.

4. Orders

The Customer shall ensure that all Orders are complete and accurate.

All Orders are deemed Non-Cancellable and Non-Returnable (NCNR) unless otherwise agreed in writing by the Company.

The Company reserves the right to reject any Order, suspend performance, or refuse supply where required by applicable law, export control regulations, sanctions, stock availability, or commercial considerations.

5. Pricing

Prices are those stated in the Company's quotation, order confirmation, website, or other written communication.

Unless expressly stated otherwise, prices exclude VAT, customs duties, import/export charges, taxes, and other governmental levies, all of which shall be borne by the Customer.

6. Payment Terms

Unless otherwise agreed in writing, payment shall be made in full prior to shipment or collection.

The Customer shall not withhold, deduct, offset, or counterclaim against any amount due to the Company.

Any overdue amount shall accrue interest at a rate of seven percent (5%) per month or the maximum rate permitted by applicable law, whichever is lower, together with all reasonable collection and recovery costs incurred by the Company.

7. Delivery and Collection

Delivery terms shall be EXW or FCA in accordance with the applicable Incoterms specified in the Order or order confirmation.

Any delivery dates, availability dates, lead times, or priorities are estimates only and shall not be legally binding.

Risk of loss or damage shall pass to the Customer upon collection of the Parts or, where delivered by the Company, upon delivery to the agreed destination.

8. Inspection and Claims

The Customer shall inspect all Parts immediately upon receipt.

Any claim relating to shortages, defects, damage, or non-conformity must be submitted in writing within fourteen (14) calendar days from receipt of the Parts.

Failure to provide written notice within such period shall constitute irrevocable acceptance of the Parts.

The Company's sole obligation with respect to any valid claim shall be, at its sole discretion, to repair, replace, or refund the affected Parts.

9. Returns and Cancellations

No return, cancellation, or modification of an Order shall be accepted without the Company's prior written consent.

Where approved by the Company, returned goods or canceled Orders may be subject to a restocking charge of up to thirty-five percent (35%) of the applicable Order value, without prejudice to any additional losses incurred by the Company.

10. Warranty Disclaimer

Except as expressly stated herein, all Parts are supplied "AS IS" and "AS AVAILABLE."

To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, or suitability for use.

The Customer shall be solely responsible for validating, testing, qualifying, and approving the Parts prior to installation, resale, or use.

11. Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, punitive, or economic damages, including loss of profits, loss of production, loss of business, loss of data, or loss of opportunity.

The Company's aggregate liability arising out of or relating to any Order or Contract shall not exceed the amount paid by the Customer for the specific Parts giving rise to the claim.

12. Indemnification

The Customer shall defend, indemnify, and hold harmless the Company, its directors, officers, employees, representatives, and affiliates from and against any claims, damages, liabilities, losses, costs, or expenses arising from:

a) the Customer's resale, distribution, installation, modification, or use of the Parts;

b) breach of these Terms and Conditions;

c) violation of applicable laws or regulations; or

d) claims for personal injury, property damage, product liability, or intellectual property infringement arising from the Customer's activities.

13. Retention of Title

Title to the Parts shall remain with the Company until full payment of all amounts due has been received in cleared funds.

Until title passes, the Customer shall store the Parts separately and clearly identify them as the property of the Company.

14. Compliance with Laws

The Customer shall comply with all applicable laws, regulations, export controls, sanctions, customs requirements, and industry standards relating to the purchase, export, import, resale, and use of the Parts.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, transportation disruptions, governmental actions, pandemics, natural disasters, shortages of materials, or failures of suppliers.

16. Assignment

The Company may assign, transfer, subcontract, or otherwise dispose of its rights and obligations without the Customer's consent.

The Customer may not assign any rights or obligations without the Company's prior written consent.

17. Confidentiality

All commercial, technical, pricing, and business information exchanged between the parties shall be treated as confidential and shall not be disclosed to any third party without prior written consent, except where required by law.

18. Notices

All notices under these Terms shall be in writing and delivered by hand, courier, registered mail, or electronic mail to the receiving party's designated contact details.

All written communication via registered mail, or electronic mail is legally binding.

19. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

21. Entire Agreement

These Terms, together with the Company's quotation, order confirmation, and any written supplementary terms expressly incorporated therein, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.

22. Governing Law and Jurisdiction

All sales shall be deemed to occur in Sofia, Bulgaria.

These Terms and any dispute arising out of or in connection with them shall be governed by the laws of the Republic of Bulgaria.

The courts of Sofia, Bulgaria shall have exclusive jurisdiction over any dispute arising from or relating to the sale of Parts by the Company.