General Terms and Conditions

I. General Provisions

Article 1. Applicability of the General Terms and Conditions

  1. These General Terms and Conditions, hereinafter referred to as the “GTC”, govern the legal relationship between:

Total Cargo Inspection Ltd., Unified Identification Code (UIC): 204821719, with registered office and management address at 7000 Ruse, 4 Dragoman St., entrance 1, floor 2, apartment 7, Bulgaria, hereinafter referred to as the Contractor,

and any natural or legal person assigning services to the Contractor, hereinafter referred to as the Client.

  1. The GTC form an integral part of every contract, request or order, unless the parties have expressly agreed otherwise in writing.
  2. Additional and specific terms shall be agreed expressly and individually.
  3. By assigning a service, the Client accepts these GTC.
  4. The current version of the GTC shall be the version published on the official website of Total Cargo Inspection Ltd. or made available in a visible and publicly accessible place at the company’s offices.

II. Subject Matter and Scope of Services

Article 2. Services Provided by the Contractor

  1. The Contractor provides independent inspection and survey services, including but not limited to:
    • quantity and quality inspection of goods;
    • monitoring of loading and unloading operations;
    • inspection of storage, transport and handling;
    • sampling;
    • organization of laboratory testing through accredited laboratories;
    • inspection of packaging and marking;
    • inspection during storage, transport, loading and unloading activities;
    • emergency findings and claims handling;
    • inspection of the condition of transport vehicles, including the condition and cleanliness of cargo spaces and suitability for loading;
    • sealing of cargo spaces, including ship holds, trucks, rail wagons, containers and others;
    • commodity and economic valuations and expert assessments;
    • inspection of goods subject to write-off, including management of write-off and disposal procedures;
    • inspection and assessment for determining shortages resulting from natural shrinkage of inventory;
    • management of commodity collateral under investment and working capital corporate loans;
    • participation in and/or performance of inventory procedures at commercial and industrial sites;
    • preparation of certificates, protocols and reports.
  2. The services shall be performed in accordance with:
    • applicable international standards and regulatory requirements;
    • customary trade practices;
    • the Client’s specific instructions, insofar as they do not conflict with the law.
  3. The Contractor acts as an independent third party and is not a party to the commercial transaction between the Client and third parties.

III. Assignment and Acceptance of Orders

Article 3. Procedure for Assignment

  1. Services shall be assigned by written request, including by email.
  2. The request shall contain at least:
    • identification of the goods;
    • location and time parameters;
    • scope of the service;
    • special instructions, where applicable.
  3. The Contractor has the right to:
    • accept the request;
    • refuse the request;
    • request clarification, amendment or specification of the request.
  4. The Contractor has the right to suspend performance in the event of:
    • lack of necessary information;
    • risk to health or safety;
    • objective impossibility of performance.

IV. Obligations of the Contractor

Article 4. Main Obligations

  1. The Contractor undertakes to perform the services:
    • with the care of a prudent merchant;
    • objectively, independently and impartially;
    • in accordance with professional standards in the sector.
  2. The Contractor shall not be liable for:
    • the accuracy of documents provided by the Client or third parties;
    • hidden defects that cannot be identified through a standard inspection.

V. Obligations of the Client

Article 5. Main Obligations

  1. The Client undertakes:
    • to provide complete, accurate and timely information;
    • to ensure access to the site, goods and documentation;
    • to guarantee safe working conditions;
    • to secure cooperation from third parties where necessary.
  2. The Client shall be fully responsible for the consequences of:
    • incomplete or inaccurate information;
    • delay or obstruction of the inspection.

VI. Reports, Certificates and Legal Effect

Article 6. Documents Issued by the Contractor

  1. All reports and certificates:
    • reflect the factual condition at the time of inspection;
    • are prepared on the basis of the available information and conditions;
    • are prepared independently of the parties and their contractual obligations.
  2. Only original documents shall have legal force.

VII. Limitation of Liability

Article 7. Scope and Limits of Liability

  1. The Contractor’s liability shall be limited to:
    • the value of the specific service; or
    • an expressly agreed limit, where such a limit exists.
  2. The Contractor shall not be liable for:
    • indirect or consequential damages;
    • loss of profit;
    • loss of markets or contracts;
    • acts or omissions of third parties.
  3. The Contractor shall not be liable in cases of:
    • hidden defects;
    • changes occurring after the inspection;
    • improper storage or transport.
  4. All claims shall be extinguished if they are not submitted within 7 calendar days from the performance of the service.

VIII. Force Majeure

Article 8. Force Majeure

  1. The parties shall not be liable in the event of force majeure circumstances, including:
    • natural disasters;
    • war;
    • strikes;
    • blockades;
    • administrative restrictions.
  2. The affected party shall immediately notify the other party of the occurrence of such circumstances.

IX. Prices and Payments

Article 9. Determination of Prices and Payment Terms

  1. Prices shall be determined in accordance with:
    • an offer; or
    • the Contractor’s tariff.
  2. Payment shall be made within the term specified in the invoice.
  3. If no payment term is specified in the invoice, the payment term shall be deemed to be 14 calendar days.
  4. In the event of late payment, the Client shall owe:
    • statutory interest;
    • compensation for collection costs.

X. Complaints

Article 10. Procedure for Submitting Complaints

  1. Complaints shall be submitted in writing within 7 calendar days.
  2. After the expiry of this period, the service shall be deemed finally accepted.

XI. Confidentiality

Article 11. Confidential Information

  1. The Contractor undertakes to treat as strictly confidential any information received in connection with the performance of the services, including:
    • commercial data;
    • technical data;
    • financial data;
    • reports;
    • results;
    • other information provided in connection with the service.
  2. The above information is hereinafter referred to as Confidential Information and shall be used solely for the purposes of the contract.

Article 12. Disclosure and Retention of Confidential Information

  1. Disclosure of Confidential Information is permitted only:
    • with the Client’s prior written consent; or
    • where required by law.
  2. The Contractor has the right to provide Confidential Information to its employees and subcontractors where this is necessary for the performance of the service and provided that such persons are bound by the same confidentiality obligations.
  3. The confidentiality obligations shall not apply to information that:
    • is publicly available; or
    • has been lawfully obtained from third parties without restriction.
  4. The Contractor has the right to retain the information for the purposes of:
    • archive;
    • internal control;
    • protection in legal disputes.
  5. The parties undertake to comply with the applicable personal data protection legislation, including GDPR.
  6. The confidentiality obligation shall remain in force for a period of five (5) years after termination of the legal relationship.

XII. Applicable Law and Disputes

Article 13. Applicable Law and Competent Court

  1. These GTC and all legal relationships between the parties shall be governed by and interpreted in accordance with the applicable laws of the Republic of Bulgaria.
  2. The parties shall seek to resolve in good faith through negotiations any disputes arising in connection with the interpretation, performance or termination of the contract.
  3. If no agreement is reached, the dispute shall be referred for final resolution to the competent court at the registered office of the Contractor.

XIII. Final Provisions

Article 14. Validity and Updates

  1. The invalidity of any individual clause shall not affect the validity of the remaining clauses.
  2. The Contractor has the right to update these GTC.
  3. The current version of the GTC shall be published on the official website of Total Cargo Inspection Ltd. and/or made available in a visible and publicly accessible place at the company’s offices.