GENERAL TERMS OF SERVICE
Of FaceRacer Ltd. regarding the “RaceSafety” automatic management system
Last update: 01.01.2019
01. Subject matter
1. Subject matter
1.1. These Terms and Conditions concern and apply to all legal relations between FaceRacer Ltd., a limited liability company, registered in the Company Register at the Registry Agency at the ministry of Justice of Republic of Bulgaria, holding a Unique Company Identifier (UCI) 202926835, and every other person (natural and/or legal), hereinafter “the other party” (including representatives and/or proxy holders of the other party, legal representatives, heirs, and others), occasioned in relation to and/or the presentation, purchase and/or functioning of the “RaceSafety” automatic management system offered by FaceRacer Ltd., hereinafter also “goods”. No other additional terms and conditions are to be applied if they would cause a change in the already mentioned legal relations between the parties (FaceRacer Ltd. and all other persons), unless those additional terms and conditions are negotiated with and agreed upon in writing by FaceRacer Ltd. according to the procedures listed in these present Terms and Conditions
1.2. The “RaceSafety” system was designed with the aim to make karting safer. However, it does not replace but only complements the safety procedures which are valid for any given karting track. If the “RaceSafety” automatic management system devices stop working properly during exploitation time (due to mechanical, or software, or other problems), the karting track must be able to function properly by using the standard safety procedures. Neither FaceRacer Ltd., nor any other third party (a supplier of raw materials and/or materials for FaceRacer Ltd.) can be held responsible for either errors in the functioning of the goods delivered, or the consequences of these errors.
1.3. The RaceSafety system was designed to minimize accidents during driving go-karts. This, however, does not guarantee that all accidents will be avoided by using the said system.
2. Commercial proposals (offers)
2.1. All commercial proposals (offers) are non-binding for the parties until a contract is concluded unless otherwise expressly stated in the offer. The provided details, specifications and offers have only informative value and only outline an overview of the “RaceSafety” automatic management system.
2.2. Usually, the period of validity of the commercial proposal is stated in the proposal itself. If such a period has not been stated, it is to be considered that the proposal will be valid for a period of thirty business days, from the date pointed out in the proposal and/or the date of issue of the said proposal.
2.3. FaceRacer Ltd. reserves the right to cancel an order regardless of whether there is an offer, made to and accepted by another natural or legal person, for the presentation, order and/or purchase of the “RaceSafety” automatic management system
3.1. The pricing offered by FaceRacer Ltd. is formed on the basis of the price forming factors applicable at the moment of making the proposal for the “RaceSafety” automatic management system, and these factors include, among others, the prices of the materials, premiums, taxes, duties, transport fees, costs and exchange rates.
3.2. FaceRacer Ltd. reserves the right to raise the already negotiated prices unilaterally if after the finalizing there are changes, exceeding 5 %, in one or more of the price forming factor.
3.3. In any given case, the prices stated in the offer, do not include any direct and/or indirect taxes (VAT), import charges and duties, excise duties, transport, currier and/or post costs, and insurance premiums, among others. The said direct and/or indirect taxes (VAT), import charges and duties, excise duties, transport, currier and/or post costs, and insurance premiums, among others, are for the account and risk of the other party, unless otherwise expressly stated in the offer, in writing.
3.4. The prices, offered by FaceRacer Ltd., are in euro, unless otherwise expressly stated in the offer.
4. Concluding contracts
4.1. It is to be considered that, in the absence of another signed written contract between the parties, a contract between FaceRacer Ltd. and the other party has been concluded only if and in so far as FaceRacer Ltd. had sent the other party a written notification, the other party had confirmed the said notification in writing, the confirmation had been received by FaceRacer Ltd. and the present Terms and Conditions had been accepted by the other party.
4.2. Without prejudice to the provisions of the foregoing two sub-paragraphs, the contract can be concluded also by filling in an electronic order, according to the procedure listed on the FaceRacer Ltd.’s website, given that the said order be followed by a written notification of confirmation issued by FaceRacer Ltd., that the said notification be confirmed in writing by the ordering party and the same be received by FaceRacer Ltd
4.3. An order made orally by the ordering party shall be deemed to be void unless the order be immediately accepted by FaceRacer Ltd., according to the detailed rules listed in the two foregoing sub-paragraphs, alternatively.
4.4. Amendments of the contract, the present Terms and Conditions, sent offers, accepted orders, instructions and others, connected and/or related to the “RaceSafety” automatic management system, offered by FaceRacer Ltd., are to be made only by explicit additional agreements, expressed in writing, and will have effect on FaceRacer Ltd. if the same agreements be accepted and signed by FaceRacer Ltd.
5. Intellectual property
5.1. All intellectual rights, patent rights, trademarks, marketing means and other rights of intellectual or industrial property related to the goods, delivered to the other party or provided for the use of the latter by FaceRacer Ltd., including guidelines, descriptions and documentation related to the said goods are exclusive property and right of FaceRacer Ltd. and/or its licensor(s). No regulation of the contract or the present Terms and Conditions can be interpreted in such a way so as to lead to complete or partial transfer of rights to the other party.
6.1. The term of execution of the contract, pointed put in the confirmation of the order, is only indicative unless FaceRacer Ltd. explicitly guarantees such a term. In case of delay in the execution by FaceRacer Ltd., which is longer than 7 business days, the other party must notify FaceRacer Ltd. for the non-performance in writing, and to provide FaceRacer Ltd. with another reasonable term to execute the agreed upon matters, which term cannot be longer than 15 business days (valid for the Republic of Bulgaria).
6.2. A delay of less than 30 days until the date of delivery shall not, under any circumstances whatsoever, even after a written notification of non-performance, create whatsoever right of compensation for the other party, and/or any right of the other party to cancel the contract, and/or any right of the said party to execute the agreed upon by itself and/or assign the agreed upon to third parties for execution unless otherwise agreed in writing.
7.1. Unless otherwise agreed in writing, goods are delivered from a storehouse of FaceRacer Ltd. in Bulgaria, Sofia, 84 Tintyava Street.
7.2. When agreed upon, that goods need to be transported by a consignor, via FaceRacer Ltd., it is to be considered that the cheapest means of transportation has been chosen in each and every case unless otherwise agreed in writing. The goods will be transported at the cost and risk of the other party in each and every case, unless otherwise agreed in writing. Without prejudice to Article 8, FaceRacer Ltd. does not bear any responsibility for any damages or losses caused by detention or delay of the transportation unless caused by FaceRacer Ltd.’s fault or gross negligence.
8. Cases of force majeure
8.1. FaceRacer Ltd. does not bear any responsibility for non-performance, in case the same is objectively unable to fulfill its obligations or part of them, according to the contract, by reason of force majeure, as stated in Article 306 of the Commercial Law of Republic of Bulgaria. If FaceRacer Ltd. is prevented from honoring its obligations because of the following - but non-exhaustively listed events and circumstances – riots, wars or related risks, fires, floods, strikes, government measures, defects in the machines or interruptions in the main power supply, where all these affect either FaceRacer Ltd., or third parties, from which FaceRacer Ltd. must receive the necessary documentation, materials, raw materials or personnel, completely or partially, and also during keeping the goods or their transportation, regardless of whether FaceRacer Ltd. acts on behalf of the other party or its own behalf, and further, as a result of other reasons whatsoever, emerging in other ways, not only as a fault of FaceRacer Ltd., then the latter bears no responsibility.
8.2. In the definition of the foregoing sub-paragraph, the obligations of FaceRacer Ltd. in terms of delivery, transportation and/or other obligations are terminated until the said event and/or circumstance be ceased unless FaceRacer Ltd. opts for fulfilling its obligations as soon as reasonably possible despite the said events and/or circumstances.
8.3. In case the execution of the contract be delayed for more than two months as a result of the said events and/or circumstances, defined as “force majeure”, FaceRacer Ltd. and the other party have the right, jointly and severally , to cancel the contract by a written notification to the other respective party.
8.4. In case the contract be cancelled and/or terminated as the consequence of the events and/or circumstances, defined as “force majeure”, FaceRacer Ltd. does not owe any compensation to the other party.
9.1. All obligations of FaceRacer Ltd., which are not expressly admitted in the present Terms and Conditions or in the concluded with the other party contract, and more specifically, obligations to compensate the other party for damages and guarantee rights, regardless of the legal basis which the other party may use for its claims, are excluded to the extent permitted by the law.
9.2. To avoid all doubt, FaceRacer Ltd. bears no responsibility for any accidents involving persons and/or damages caused to machines, machine elements, installations, buildings and others, or consequential losses of any kind whatsoever, suffered by the other party or by third parties resulting from improper delivery or errors, defects in the delivered goods, and/or provided advice, and/or services performed by FaceRacer Ltd. In addition, FaceRacer Ltd. bears no responsibility for any losses resulting from improper or imprecise use of the goods provided by FaceRacer Ltd. and/or improper or imprecise application of the advice provided by FaceRacer Ltd. Also, FaceRacer Ltd. bears no responsibility if it is unable to fulfill its obligations because of reasons which cannot be deemed as its fault.
9.3. Without prejudice to the provisions of the foregoing sub-paragraphs, FaceRacer Ltd. bears no responsibility for any losses caused by the inability of the other party to use and/or make use of the goods delivered by FaceRacer Ltd. due to prohibitions resulting from the current local legislation of the country where the other party wishes to use the delivered goods.
9.4. The provisions of the foregoing sub-paragraph relate to, and shall apply to, selling the delivered goods by the other party to third parties, in third countries.
9.5. If regardless of the agreed above, there is any reason by force of which FaceRacer Ltd. bears responsibility within the meaning of this article, then the compensations which are due by FaceRacer Ltd. cannot exceed the sum received by the latter in relation to the specific contract.
9.6. The limitations included in this article do not apply if the injury results from deliberate acts and/or gross negligence by FaceRacer Ltd.
10.1. Unless otherwise expressly agreed in writing, FaceRacer Ltd. guarantees that the goods delivered or provided for use, and more specifically the “RaceSafety” automatic management system, together and in conjunction, meet the existing safety regulations applying for this kind of goods on the territory of the Republic of Bulgaria and the European Union (EU): safe goods or services are all goods or services which, under normal and reasonably predictable circumstances for their use, including their exploitation periods, putting them into service, installing (mounting) them and maintaining them, do not pose risks for the lives and health of their users, or the risks are minimal and compatible with the use of the said goods or services and are considered acceptable to ensure a high level of user protection – Article 70, Paragraph 1 of the Consumer Protection Law.
10.2. Unless otherwise agreed in writing, FaceRacer Ltd. does not guarantee that the delivered, or provided for use, goods, and more specially the“RaceSafety” automatic management system, meets all current regulations and/or other requirements on the territory of third countries.
10.3. Unless otherwise expressly agreed in writing, FaceRacer Ltd. guarantees, for a period of twelve months following delivery, for the delivered, or provided for use, goods, and more specifically the“RaceSafety” automatic management system, the following:
a) the goods can carry out their required tasks pointed out in the instructions, descriptions, and documentation accompanying the goods;
b) the goods exhibit no fault in design or manufacture;
10.4. The guarantee is limited upon choosing FaceRacer Ltd. for cost-free correction of material and production defects in its own and/or authorized service facilities, supplying with new parts, cost-free reacquisition of property of the non-performing parts or applying price-reduction upon agreement with the other party, for the delivered, or provided for, use goods. FaceRacer Ltd. cannot be obliged to reach the location of the delivered goods so as to establish defects deemed by the other side under any circumstances whatsoever. Also, FaceRacer Ltd. cannot be forced to perform maintenance work outside its own and/or authorized service facilities.
10.5. The guarantee, pointed out in the foregoing sub-paragraph, does not cover additional costs which can arise, such as, but non-exhaustively listed, for: dismantling, labor, transportation, stay, visas and other accompanying costs. All additional costs, within the meaning of this sub-paragraph, shall be charged in all cases and are subject to payment in advance.
10.6. Guarantee is not provided if: service is performed by non-authorized persons and/or changes are made in the delivered, or provided for use, goods by FaceRacer Ltd. and more specifically, the “RaceSafety” automatic management system in its entirety by persons non-authorized by FaceRacer Ltd. Also guarantee is not provided if the defects in the delivered, or provided for use, goods by FaceRacer Ltd. result from:
a) neglecting the advice related to and/or concerning the maintenance of the delivered, or provided for use, goods by FaceRacer Ltd., and more specifically, the “RaceSafety” automatic management system, by the other party or other users connected with the other party;
b) improper exploitation and/or use of the delivered, or provided for, use goods by FaceRacer Ltd. and more specifically, the“RaceSafety” automatic management system, which is not according to the instructions and the accompanying documentation provided by FaceRacer Ltd., including non-compliance with the recommendations regarding the use of spark plugs, other equipment or software;
c) incompetent use and/or misuse of the delivered, or provided for use goods by FaceRacer Ltd. and more specifically, the “RaceSafety” automatic management system by the other party or other users;
d) repairs or replacements, carried out by non-authorized by FaceRacer Ltd. persons, different from the expressly authorized by FaceRacer Ltd., unless the latter has agreed in advance in writing to such repairs or replacements;
e) damaging warranty stickers without prior notification for the reasons for the said;
10.7. The work, which is not covered by the guarantee pointed out in this article is at the expense of the other party in accordance with the relevant current tariffs of FaceRacer Ltd.
10.8. Notwithstanding the provisions of the foregoing sub-paragraphs, the guarantee provided by FaceRacer Ltd. does not relate to guaranteeing the results of the work of the delivered, or provided for use, goods by FaceRacer Ltd., and more specially, the “RaceSafety” automatic management system. It is possible, due to errors such as, but non-exhaustively listed, the following: errors with the input of parameters, and/or uneven tire inflation, incorrect driving of the go-karts, and/or spinning of the go-kart on the track by the driver and others, the “RaceSafety” automatic management system to suffer imprecisions in the positioning and incorrect performance.
11. Objections and claims
11.1. Upon detecting a defect, the other party must notify FaceRacer Ltd. immediately in writing while, at the same time, providing accurate information about the nature of and the reasons for the claims under the guarantee, and send accompanying graphic images, such as photographs, and explanation.
11.2. When concerning visible defects, the notification, pointed out in the foregoing sub-paragraph, must be sent within seven business days from the date of delivery of the goods or from the date on which the consignor chosen by FaceRacer Ltd. has delivered the goods to the other side.
11.3. When concerning non-visible defects, the notification pointed out in sub-paragraph 1 must be sent as soon as possible after the other party has detected the defects, or was expected, within reasonable limits, to detect them.
11.4. Objections concerning invoices must also be sent in writing within five business days after the date of receiving the invoice.
11.5. The absence of action in accordance with this article means that FaceRacer Ltd. rejects the objections and/or claims made under guarantee and also that action cannot be brought against FaceRacer Ltd. on any basis whatsoever.
12.1. Unless otherwise agreed in writing, all payments must be made in euro.
12.2. The other party must, unless otherwise agreed in writing, pay for every order in advance within seven business days after the date of confirmation of the said order by FaceRacer Ltd., into a bank account provided by the latter.
12.3. The date on which the funds actually enter the bank account of FaceRacer Ltd. is to be considered the date of payment.
12.4. In case the invoice has not been paid within fourteen business days after the date of issue, it is to be considered that the other party has not fulfilled its obligations and this instance entitles FaceRacer Ltd. to receive default interest which is determined and accepted by the two parties to amount to 10%.
12.5. The other party is obliged to pay even in case it does not use the goods and/or services provided by FaceRacer Ltd., and/or in case it does not achieve the desired results from their use.
13. Obligations of the other party
13.1. The other party is obliged to cooperate with FaceRacer Ltd. completely in relation to the execution of the contract concluded with the latter.
13.2. Without prejudice to the provisions of the foregoing sub-paragraph, the other party is responsible for the customs formalities, permits and special security measures, unless otherwise agreed in writing.
13.3. If the other party does not provide FaceRacer Ltd. with the necessary cooperation in relation to the execution of the contract, and/or does not provide it within the agreed period, and/or in accordance with the concluded agreements, and/or does not fulfill its obligations to FaceRacer Ltd. in any other way, the latter is entitled to seek compensation by the other party, amounting at least to 150% of the additional expenses made and suffered losses.
14. Reservation of title
14.1. If FaceRacer Ltd. has delivered the goods and the other party has not completely paid them, the other party continues to bear the risk of losses of or damage to the goods, while the goods remain property of FaceRacer Ltd. until the other party pays completely the owed sums in relation to the already delivered goods, or the goods which are being delivered at that moment, according to the contract, or the services, carried out in favor of the other side according to the contract.
14.2. The other party is obliged to keep the goods with due diligence. The other party is obliged to insure the goods at its own expense in favor of FaceRacer Ltd. against fire, explosion, damage caused ater, theft within the period of retention of property rights by FaceRacer Ltd., and to provide FaceRacer Ltd. with the relevant insurance policies to check at first notification.
15.1. The other party is obliged to respect confidentiality and discretion with regard to all the information concerning FaceRacer Ltd. and the undertakings related to FaceRacer Ltd.
15.2. The confidential information, pointed out in the foregoing sub-paragraph, includes, but is not limited to, business secrets, discoveries, ideas, concepts, know-how, techniques, drawings of specifications, diagrams, data, business activities and activities for computer programs, reports of clients lists, research, and other technical and business information. The confidential information also includes descriptions of the existence or the development of the said information.
16.1. Without prejudice to other rights, the contract can be terminated immediately and without additional notification for non-performance, while FaceRacer Ltd. shall retain the ownership of the delivered goods immediately, in case the latter has not been paid for, in the following cases: if the other party does not comply with a negotiated term or does not carry out its obligations, completely or partially, according to this general terms; if the other party becomes insolvent, is subject to bankruptcy proceedings or compulsory winding-up.
17. Clause of invalidity
17.1. If the circumstances, on which the parties have based their actions at the moment of concluding the contract, change in such a way that one of the parties cannot be expected, within reasonable limits, to honor one or more of these present Terms and Conditions then the parties accept to agree additionally in writing.
17.2. In case it is established that part of these present Terms and Conditions, some of their clauses and regulations or part of them are invalid, the parties agree to apply the customary law, by which agreement they ignore the void texts and accept the changes in the contract.
18.1. The legal relations with FaceRacer Ltd., its personnel and sub-contractors are subjected to the legislation of the Republic of Bulgaria and the EU and the United Nations Convention on Contracts for the International Sale of Goods, concluded on April 11, 1980 in Vienna, which convention applies for dealings with persons from outside the territory of the EU and ЕЕА (European Economic Area).
18.2. All disputes resulting from the relations regulated by the present Terms and Conditions and the contracts signed with the other party, regardless of the legal basis, are subjected to the exclusive competence of the courts in Sofia, Bulgaria. Notwithstanding the foregoing, FaceRacer Ltd. reserves for itself the right to summon the other party before the civil court which has jurisdiction according to the law or the applicable international convention.
18.3. The present Terms and Conditions are being given to the other side at the moment of confirmation of the order or, if this is not possible, are being sent immediately, upon request, with no charges.