1.1. In these Terms and Conditions of Sale, hereinafter referred to as the "T&C", the following words have the following corresponding meanings:

• "Buyer" means the person, firm, body or company purchasing Goods from the Seller;
• “Seller” means MahiMahi Bulgaria EOOD, WTC Interpred - Sofia, 36, Dragan Tsankov Blvd., office 107 B, Sofia 1040, Bulgaria;
• "Goods" means electric surfboards and related items and accessories (including any part or parts thereof) that the Seller delivers to the Buyer ;
• “Contract” means a contract between the Seller and the Buyer for the sale and purchase of Goods including these T&C.

1.2. In these T&C, the mention of nouns in the singular includes the plural and vice versa, as the context allows or requires.

1.3. The headings used in these T&C are for convenience of reference only and do not define or limit the scope of any provision hereof.

2.1. Subject to any variation occurring under condition 2.2., the Contract will be on these T&C, to the exclusion of any other terms and conditions (including any terms or conditions that the Buyer purports to apply under any purchase order, acknowledgement of order, specification or other document).

2.2. These T&C apply to all sales made by the Seller. Any variations to these T&C, as well as any statements made about the Goods, shall not be effective unless explicitly agreed in writing and signed by the director or an authorized representative of the Seller. Acceptance of delivery of the Goods by the Buyer shall be considered a convincing proof of the acceptance of these T&C.

2.3. Each order for Goods by the Buyer shall be considered an offer to purchase the Goods subject to these T&C.

2.4. A n order placed by the Buyer shall not be deemed accepted by the Seller until the Seller issues a written acknowledgement of order or delivers the Goods to the Buyer (in case the latter event occurs earlier).

2.5. The Buyer shall provide to the Seller the full information and assistance necessary for the execution of the Buyer’s order.

2.6. All statements (whether written or oral), drawings, photographs, specifications and advertisements issued by the Seller and any descriptions or illustrations concerning the Goods made by or on behalf of the Seller prior to the Contract, whether in catalogues, brochures, leaflets, price lists or otherwise, are for information and guidance purposes only. They are not binding upon the Seller until an order is accepted based on quotations.

3.1. Dispatch shall be carried out at the main office of the Seller.

The Buyer shall be responsible for the transportation and bears the transport costs for the Goods ordered at the main office of the Seller, as well as for all customers, fees or other costs that may arise for registration of the ordered Goods.

The same applies to VAT or other taxes and duties due upon the purchase of the ordered Goods.

3.2. If the ordered Goods are delivered to another address at the request of the Buyer, the Buyer shall bear the additional costs incurred by the Seller, as well as the costs of the resulting additional inspection required after transportation.

3.3. Subject to the other provisions of these T&C, the Seller shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

3.4. If for any reason the Buyer does not accept delivery of any of the ordered Goods when they are ready for delivery, or the Seller fails to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or permits,

3.4.1. the risk for the Goods shall be transferred to the Buyer (including that of loss or damage caused by Seller’s negligence);

3.4.2. The goods shall be considered to have been delivered; and

3.4.3. The Seller may store the Goods until delivery, and the Buyer is responsible for all related costs (including, but not limited to, storage and insurance).

3.5. The ordered Goods shall be dispatched to the Buyer “ready for use”.

4.1. If the Seller notifies the Buyer in writing that the delivery of the ordered Goods is impossible until the expected delivery date, the Buyer is obliged to specify in writing an extended delivery period of at least four (4) weeks. If the Seller fails to comply with this extended deadline, the Buyer has the right to terminate the Contract in writing.

4.2. In the event that the Contract is canceled in accordance with 4.1, the Seller shall refund the partial payment made by the Buyer without accrual of interest.

5.1. The risk associated with the Goods shall pass to the Buyer upon dispatch.

5.2. The Seller shall be entitled to recover payment for the Goods, notwithstanding that ownership of any of the Goods has not passed from the Seller.

5.3. The Buyer grants the Seller, its agents and employees an irrevocable right of access at any time to any premises where the Goods are or may be stored, so that the Seller can inspect them or take them back in case the Buyer's right of possession over the Goods is terminated.

6.1. Unless otherwise stated in writing by the Seller, the price for the Goods shall be the price specified in the Contract.

6.2. All prices quoted are exclusive of VAT, other duties and other expenses which may be necessary for the registration of the Goods with the relevant authorities. All amounts due to the Seller shall be paid in the currency and to the address stated on the Seller’s invoice.

6.3. If the Seller arranges or undertakes the carriage of the Goods, the Buyer shall pay the freight, insurance or any other costs related to the transportation beyond the the delivery point or to a location, requested by the Buyer, other than the delivery point specified in the Contract. Such costs shall be paid by the Buyer in addition to the price specified in the Contract and shall not affect the provisions of the Contract regarding the transfer of risk.

7.1. The price for the Goods shall be paid in two instalments:

7.1.1. The first instalment is a down payment payable upon signing the Contract;

7.1.2. The second installment is the balance of the sum due under the Contract, payable not later than 10 days before the dispatch of the Goods.

7.2. Payment deadlines are essential.

7.3. All payments due to the Seller under a Contract shall be paid immediately upon termination of any Contract, notwithstanding any other provisions.

7.4. The Buyer shall make all payments due under the Contract without any deductions, whether by way of set-off, counterclaim, discount, abatement or otherwise.

7.5. In addition to the amounts due under the Contract, the Buyer shall pay to the Seller, any costs reasonably incurred by the Seller (including but not limited to legal costs and fees of debt collection agencies) in case of forced reimbursement of amounts owed by the Buyer to the Seller under the Contract.

7.6. If the Buyer fails to pay the Seller any amount due pursuant to the Contract (including failing to comply with the deadline for payment of the second instalment referred to in Condition 7.1.2) then, without limiting any other right or remedy available to the Seller, the Seller may terminate the Contract or suspend all deliveries to the Buyer; and the Buyer shall not be entitled to a refund of the down payment referred to in Condition 7.1.1.

7.7. The Seller may reallocate sums received from the Buyer to repay any debt that the Buyer has to the Seller (under this or any other Contract), irrespective of any intended allocation of the sums by the Buyer.

8.1. The Seller warrants that the Goods will be free from quality defects for a period of 2 years from the date of delivery, (together with the “Seller’s Warranty”).

8.2. The Seller does not guarantee that the Goods are fit for the specific purposes or intentions of use that the Buyer has and the Buyer himself must make sure that the Goods are suitable.

8.3. The Seller shall not be liable for any breach of the Seller’s Warranty unless

(a) the Buyer gives written notice of the defect to the Seller (and, if the defect is a result of damage in transit, to the carrier) within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and

(b) the Seller, after receiving the notice, is given a reasonable opportunity to examine such Goods and the Buyer (if asked to do so by the Seller) covers the costs for returning such Goods to the Seller’s head office for examination.

8.4. The Seller shall not be liable for a breach of the Seller’s Warranty if

(a) the Buyer continues to use the Goods after notifying the Seller (as specified in Condition 8.3.); or

(b) the defect occurs because of natural wear and tear or because the Buyer failed to comply with the Seller’s instructions for storage, installation, commissioning, use or maintenance of the Goods; or

(c) after the risk passes to the Byer, damages arise due to incorrect or negligent treatment, excessive wear or on the basis of specific external influences which are not conditions under the Contract;

(d) the Buyer alters or repairs the Goods without the written consent of the Seller; or

(e) the defect arises because the Seller followed any drawing, design or specification supplied by the Buyer.

8.5. Subject to Conditions 8.3. and 8.4., if the Goods do not comply with the Seller’s Warranty, the Seller at his discretion shall repair or replace the defective Goods (or part) or refund the price of such Goods at the Contract price provided that, if the Seller so requests, the Buyer shall, at his own expense, return the defective Goods (or the part) to the Seller.

8.6. Subject to Condition 8.7, if the Seller complies with Condition 8.5 he shall have no further liability for a breach of the Seller’s Warranty regarding the Goods.

8.7. The Seller does not exclude any liability which cannot be excluded as between the Buyer and the Seller under the Bulgarian legislation.

9.1. The Buyer shall indemnify the Seller against any liability incurred by the Seller as a result of any third-party claims arising from transactions with the Goods entered into by the Buyer (notwithstanding any negligence of the Seller).

9.2. The indemnified party shall promptly notify the other party of any relevant claim; shall comply with the reasonable requirements of the other party to minimize liability and/or avoid further liability, and shall allow the other party the conduct of any actions and/or settlement negotiations, on reasonable terms.

9.3. The Buyer shall not use any trademarks or trade names applied to or used by the Seller in relation to the Goods in any manner not approved by the Seller.

10.1. The Seller is liable to the Buyer only for damage caused by intent or gross negligence. Other than in case of intent, the Seller is not liable for indirect damage and consequential damage, in particular, not for the Buyer’s loss of profit, interruption in production and/or interruption of operations. Mandatory statutory claims of the Buyer are not affected hereby; this applies, above all, to claims due to harm done to human life, body or health.

10.2. Where the damages are due to a culpable breach of an essential contractual obligation or to a breach of a duty the discharge of which is of paramount importance for the proper performance of the Contract, and on the fulfilment of which the Buyer can regularly rely; and if the Seller is responsible for such breach of duty, the Seller shall be liable in accordance with the statutory provisions. In the event of simple negligence, however, liability shall be limited to foreseeable and typical damage.

11.1. The Buyer shall not be entitled to assign the Contract or any part of it to a third party without the prior written consent of the Seller.

11.2. The Seller has the right to assign the Contract or any part of it to any person, firm or company.

The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (with no liability to the Buyer) in case the Seller is prevented from or delayed in doing his business due to circumstances beyond the Seller’s control including but not limited to acts of nature, government actions, war or national state of emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers, or impossibility or delay in obtaining supplies of necessary or suitable materials. If the event in question continues for a continuous period exceeding 45 days, the Buyer shall be entitled to notify the Seller in writing of the termination of the Contract.

13.1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

13.2. If any provision of the Contract is held to be illegal, invalid or unenforceable in whole or in part, under the rule of law, such provision or part thereof shall be deemed not to form part of this Contract but the legality, validity and enforceability of the remaining provisions of the Contract shall not be affected.

13.3. As far as legally possible, both parties agree that in all disputes and conflicts, arising directly or indirectly from the Contract, the place of jurisdiction shall be Sofia, Bulgaria.

13.4. Notices between the parties must be sent in writing to the addresses of the Seller or the Buyer, specified in the Contract, and will be considered delivered on the first working day after sending by courier, or (if proof of sending is available) by e-mail or fax.

13.5. Failure or delay by the Seller in enforcing a provision or the partial enforcement of any provision of the Contract shall not be construed as a waiver of any of Seller’s rights under the Contract.

13.6. Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default by the Buyer, and will in no way affect the other Conditions of the Contract.

13.7. This agreement shall be governed completely by the Bulgarian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).