I. GENERAL

1. These General Terms and Conditions govern the relationship between FOX LASER EOOD, hereinafter referred to as FoxLaser, customers placing orders, hereinafter referred to as "CUSTOMERS", “SUPPLIERS” supplying materials, machinery, equipment and services, and "SUBCONTRACTORS” manufacturing workpieces or assemblies or providing various services.

2. These General Terms and Conditions represent the contractual content of the business relationship between FoxLaser and the Customer, FoxLaser and the Supplier, FoxLaser and the Subcontractor, insofar as they are not supplemented or amended by special provisions - in force or agreed for specific orders, deliveries or activities, actions or agreements. The General (Special) Conditions are binding for the Customer/Supplier/Subcontractor as a set of rules for the business relationship between them and FoxLaser.

3. The validity of the General Terms and Conditions is not limited in time and scope. They do not apply only to a single order or transaction that FoxLaser may complete.

4. FoxLaser does not warrant and shall not be liable for any changes related to the legal treatment of the order or transaction or for events of fact occurring due to causes beyond its control

5. These General Terms and Conditions exclude the application of any contradictory General Terms and Conditions of third parties, and we shall not be bound by them, even if we do not expressly object to them when concluding the contract;

6. In connection with Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, FoxLaser's Counterparties (Customers and Suppliers) declare their consent to provide FoxLaser with personal data submitted on the online platform for inquiries submitted via email or at the office. By agreeing to these terms and conditions, the Counterparty declares that they have willingly provided their personal data and the data of their authorized persons and give their explicit consent to FoxLaser to store, process and use their personal data, those of their authorized persons, by agreeing and authorizing FoxLaser to provide information or personal data about the Counterparty to their lawyers, accountants, auditors and other external consultants and persons in contractual relations with FoxLaser, as well as to other financial institutions in the country and abroad, in the cases where they belong to the same corporate group or are individualls related to FoxLaser within the meaning of applicable law, including for the purposes of offering products, services and surveys on the products and services offered by FoxLaser.

II. Relationship with the Customers

1. Each new CUSTOMER agrees, as an integral part of their relationship with FoxLaser, to assist in completing the Registration Form required for their registration in the current process management and resource planning system (ERP).

All services provided by FoxLaser are calculated on the basis of the current market value of the input materials, the process time required for the manufacturing of the order and the human resources used for its execution.

2. Inquiries, orders or order confirmations for manufacturing shall only be accepted electronically at the e-mail address listed on the FoxLaser website (Link). On-site orders at the company's office shall not be accepted. Confirmation of the commencement of a manufacturing order by the Customer shall only be accepted by electronic confirmation in writing to the above e-mail address. Each confirmed order shall be deemed to constitute a contract for manufacturing.

3. A manufacturing order shall be considered accepted by Fox Laser only after written confirmation by e-mail in the presence of a bilateral contract and/or sending a copy of the proof of payment by the Customer. It is the Customer's responsibility to ensure that the e-mail address provided is correct so that emails sent by FoxLaser are received at their e-mail address. In particular, it is the responsibility of the Customer, if SPAM filters are used, to ensure that all e-mails by FoxLaser can be delivered.

4. The Customer agrees to treat a quotation addressed to them in confidence and not to disclose it to third parties.

5. FoxLaser proceeds to detailed pricing or starts a production order only when all the necessary technical data is available:

Drawing in *.PDF format (vector file is preferred, not scanned),

3D models and assembled units generated and defined in sheet metal environment or weldment environment (*.sldprt, *.sldasm, *.ster, *.iges);

2D CAD files (*.dxf, *.dwg), necessarily at workpiece level.

 Drawings shall have the appropriate standards and tolerances; finishing operations; quality control requirements at set standards other than FoxLaser working standards, with important control dimensions indicated. The processing of DWG/DXF assembly drawings, as well as all other drawing formats (including submitted non-vector files - *.jpeg, *.png, etc.), is calculated on the basis of processing time and is included in the quotation price. After receiving an inquiry from a Customer and submitting the necessary documents and information related to the order, a price offer (quotation) shall be prepared as follows:

5.1. for Laser Cutting, Bending, Welding, Machine processing, Fastening, Pressing, Engraving/Marking, and/or Painting of sheet material.

5.1.1. General provisions for standard calculations with FoxLaser input material:

5.1.1.1. When calculating for a cutting up where the usability is less than a full sheet, a minimum value of the material multiple of the sheet width (y) and 1/4 of its length (x) is taken, or if the workpiece length is commensurate with its length (x), a minimum of 1/2 of its width (y) is calculated, the time required for machine setup and for cutting the workpiece(s) is added to its value. The above applies to standard materials and those that FoxLaser keeps in stock. If a special material needs to be purchased, the customer pays 100% of the cost no matter what quantity of the material is used.

5.1.1.2. The calculation for sheet folding takes into account the set-up time of the machine for operation, but not less than 1/2 hour.

5.1.1.3. Calculation of powder coating shall be based on overall size or based on area obtained when а drawing is prepared by a 3D software, but not less than 1 m2.

5.1.2. FoxLaser also fulfils orders with customer’s materials. In the cases where the material is provided by the customer, 20% is added to the laser cutting time due to necessary changes in the technology of the cutting machines. The allowable wastage for laser cutting with customer's material is up to 5% of the run.

5.1.3. The Customer acknowledges and agrees that FoxLaser reserves the right to refuse to fulfil an order with customer’s material if the material supplied does not meet our requirements, which includes: deviations in material planarity outside the norms as follows: DC01 - EN 10130/EN10131 FS; S235/355/420 - EN10025/EN10051 FS; DX51D+Z275 - EN 10346/EN10143 FS; DX51D+AZ (Galvalume) - EN10346/EN10143 FS; DX51D+ZM (Magnelis) - EN 10346/EN10143 FS; any damage on the front surface, including bruises, scratches, started corrosion process, etc.

5.1.4. The Customer shall be aware and shall accept that the placement of the material on the cutting machines produces marks and impressions which can be minimised but not avoided. Bending with an abcant press leaves marks on the material in the bending line. Protection against bending marks shall be calculated additionally.

5.2. for 2D/3D laser cutting of tubular profiles:

5.2.1. The Customer must define which type of laser cutting will be applied - 2D or 3D and what accuracy of the products is expected as a final result. The FoxLaser features a laser displacement correction device, with each measurement taking an average of three (3) seconds, which is added to the total cut up time. 3D cutting can take up to 7 times longer, depending on the profile and complexity of the workpiece.

5.2.2. The Customer shall be aware and shall accept that the clamping and bending of pipes and profiles produces marks and impressions which can be minimised but not avoided. The minimum amount of material required to set up the machine is 6 (six) meters/1 bar. The required quantity is specified according to the parameters of the order.

5.2.3. The Customer shall be aware and shall accept that with 2D cutting of tubular profiles, purely technologically, 150 mm (in 3D cutting - 320 mm) of the material is unprocessable due to the need for space to grip the profile, which is set as a certain material loss during production. The allowable wastage for laser cutting with customer's material is up to 5% of the run.

5.2.4. The Customer shall be aware and shall accept that FoxLaser performs the cut up, only at submitted full profile lengths, but not less than 2.500 mm + 150 mm (2D cutting) or + 320 mm (3D cutting).

5.2.5. The Customer shall be aware and shall accept that the profiles shall be processed on both sides (start and end of the workpiece geometry).

5.2.6. The Customer shall be aware and shall accept that the maximum finished workpiece size shall be 4.500 mm.

5.2.7. The Customer shall be aware and shall accept that the flatness of the tubular profiles has an impact on the dimensional accuracy of the finished product.

5.2.8. The Customer shall be aware and shall accept that upon completion of the first order, FoxLaser reserves the right to post-calculate and possibly adjust the price upon future re-assignment.

5.2.9. The Customer shall be aware and shall accept that FoxLaser shall not be liable for any omissions or errors in the submitted documentation,

and their removal shall be at the expense of the Customer.

6. The standard deadline for the preparation of an indicative quotation by FoxLaser is 2-3 (two to three) working days, but depending on the scope of the assignment and the integrity of the information received from the Customer, as well as in the absence of vector drawings, this deadline may be extended to 5-7 working days or more, with appropriate confirmation from the Customer. (Vectorization of drawings by FoxLaser shall be calculated on a time basis and included in the price offer, subject to availability). The correction of omissions or errors made in models and drawings of the client shall be additionally calculated, no matter at which stage of order execution the correction is made.

7. A specific price offer shall be prepared promptly after formal confirmation of the assignment and shall be submitted in writing within 5 working days.

8. Each price offer shall be valid for the period described in it when issued. The deadline for manufacturing set in it shall be valid upon confirmation up to 2 (two) working days from receipt, which is the time in which the materials requested for the order are kept. Validity applies to FoxLaser services only. FoxLaser reserves the right to make price adjustments if there are changes to material prices before the order is confirmed by the Customer.

9. The deadline for a standard order shall be 20 (twenty) working days. A standard order is defined as a volume of work for which no more than 2.5 tonnes of material and no more than 8-10 hours of cutting up time (laser cutting or punching) is required. Ordering times for higher volume orders shall be calculated based on current workload and planned production tasks. The same applies to complex orders, the time for which shall be determined individually and depending on the complexity of execution.

9.1. Delay in the execution of an assignment without objective reasons shall be subject to a penalty for each day of delay, but not more than 10% interest on an annual basis, unless otherwise agreed. The value shall be based on the value of the undelivered goods and shall include an interest, a compensation for loss of profit and damages.

10. Whenever possible, manufacturing orders shall be completed within twenty (20) days if they do not require the delivery of any specialized material and if their volume does not exceed 2 hours cutting up time. In the case of delivery of non-standard materials, the deadline for completion of the assignment shall start from the day the material is delivered to the FoxLaser facility.

11. The execution of each order at FoxLaser has a pre-specified technological and production process. If an impossibility of performance is established during production, FoxLaser shall be entitled to request a renegotiation of the order value due to a change in technology or the need for additional subcontracting costs, or to waive it by handing over the workpieces at the stage of their readiness, for which purpose it shall receive only 90% of the agreed amount, but related directly to the stage of execution of the workpieces.

12. The Customer shall be aware of and shall accept that if corrections are made to the assignment submitted in writing by the Customer after an order has already been started, its proceedings shall be stopped at the stage it is at. Necessary changes shall be made to the production documentation. If possible, the workpieces produced so far shall be adjusted. All costs incurred for the changes made, as well as workpieces already manufactured that cannot be corrected, shall be borne by the Customer. The order deadline shall be extended by as many days as it took to process documentation and workpieces.

13. Standard prices and payment terms:

13.1. Prices:

13.1.1. Minimum order value for sheet material processing - BGN 1.000,00. (one thousand leva) excluding VAT (includes price for NC programming).

13.1.2. Costs for 2D / 3D modelling - BGN 75,00 per hour, but not less than 1/2 hour.

13.1.4. Costs for NC programming - BGN 25,00 per a cutting up program. If case of complete re-assignment, no new programming costs will be charged.

13.1.5. FoxLaser prices are Ex-Works. Packaging, shipping, freight and customs fees shall be charged separately. Transport or other insurance may be taken out at the Customer's request and expense.

13.2. Conditions:

13.1.2. A 100% down payment is required before starting order fulfilment for a new customer.

13.3. Payment for an order shall be deemed made when FoxLaser's account is credited with the payment equivalent. In the event of late payment, under terms of deferred payment, the Customer shall be charged an interest of 10% per annum. In the event of partial payment by the Customer, those shall be settled in the order of their occurrence.

13.3.1 FoxLaser shall retain ownership of the goods until the price of the said has been paid in full for materials and labour supplied.

13.4. For orders other than standard orders, a contract/performance agreement shall be signed in which terms and conditions for performance and method of payment shall be agreed. Sample contract (link)

13.5. Sample production (prototype product):

13.5.1. Laser cutting/punching of sheet material - a run price shall be calculated, which shall be multiplied by three for prototype production.

13.5.2. Laser cutting of tubular profiles - BGN 300.00 per hour.

13.6. If the performance of a job involves the manufacture or purchase of specialized non-standard tooling, the cost shall be due 50% at the start of the job and 50% when ready for shipment. This also applies to sample manufacturing.

13.7. If an order is unilaterally cancelled by the Customer after an advance payment has been paid but before the start of deliveries and production cycles, the Customer shall be entitled to 50% of the amount paid in advance. If a delivery process or manufacturing has been started, the Customer shall be liable for all amounts due under the contract up to the stage of manufacture of the workpieces. All manufactured material and/or workpieces shall be handed over to the Customer together with a hand-over certificate and an invoice.

13.8. In case of failure to execute the order within the agreed time, due to the fault of FoxLaser, FoxLaser shall pay compensation at the rate of 0.1% per day, but not more than

10% of the order value. FoxLaser assumes no responsibility for any delays or non-performance due to force majeure related to late deliveries of raw materials and supplies, vehicle movement restrictions related to anti-epidemic measures; due to bad weather or severe machinery breakdowns, any other related to the manufacturing of the specific assignment.

13.9. In case of unilateral termination of the order by FoxLaser, within 24 hours of a formal assignment, the advance amount will be refunded to the Customer if the termination is related to an inability to fulfil the assignment occurring during the production process.

13.10. Standard packing is carried out by FoxLaser according to established internal standards, unless the customer has provided clear and precise instructions, in the form of an instruction in an official document, in order to prevent possible defects caused during transportation of the goods. Where possible, goods are packed on new Euro pallets, the cost of which is included in the packing price. The customer agrees that the final price for packaging is fair and consistent with the needs to secure the goods.

13.11. Loading and unloading activities, when dispatching goods or receiving customer material, shall be carried out by means of transport and storage equipment, only in vehicles suitable for mechanised loading. The cost of loading and unloading is included in the packaging price. Any manual loading shall be the responsibility of the Customer. FoxLaser shall not undertake loading and unloading operations without the possibility of being carried out by mechanised equipment.

13.12. Repacking of goods ready for shipment to a customer, due to the dispatch of transport inconsistent with the dimensions of the cargo, shall be carried out only if it is possible to allocate human resources and against payment for the time of the additional labour to the amount of BGN 35 (thirty-five)/hour per person.

13.13. FoxLaser will store the finished production without charging a storage fee in a warehouse for up to three (3) business days since the written notification

of the readiness for shipment sent to the customer. Each subsequent day shall be charged 0.25 €/m2 per pallet space or occupied area.

14. A claim for return of issued products shall be accepted no later than 3 (three) working days from receipt. The "Claim Form" can be found here (link).

14.1 A claim for reclamation arising during transport shall be submitted to us not later than 3 (three) days in accordance with Article 9 of the CMR Convention (link to the Convention) accompanied by a picture.

15. The Customer shall acknowledge and accept that FoxLaser reserves the right to retain the manufacturing documentation upon assignment and payment for design development of a product, as they shall declare its proper retention and shall not disclose it to third parties. Ownership of the documentation rests with the Customer, but is in the custody of FoxLaser. At the Customer's request, FoxLaser shall provide 2D drawings in vector PDF format.

16. The Customer shall acknowledge and accept that products manufactured by FoxLaser and resold to third parties shall be necessarily bound by these Terms and Conditions, which are transferable to all subsequent users. Subsequent resale means any transfer of the goods to subsequent customers in the course of their business, whether or not there is a change of form or subsequent processing of the goods has been performed.

17. The Customer shall acknowledge and accept that FoxLaser shall only be liable to the direct Customers and not to any subsequent users in the event of a resale.

III. RELATIONSHIPS WITH SUPPLIERS

1.            Each new SUPPLIER shall accept, as an integral part of its relationship with FoxLaser, the completion of a Registration Form and a Self-Assessment, and shall provide the requested documents required for their registration in the current process management and resource planning system (ERP).

2.            Only companies approved according to the IMS are allowed to supply materials for FoxLaser. Initial approval shall be done by documents. Each provider shall be familiar with and shall accept on its territory the conduct of customer audits for:

a.            Approval of Supplier

b.            Ongoing - project specific

c.             Regular according to FoxLaser's Quality Integrated Management System (IMS)

2. For each supply of material FoxLaser shall require from the supplier a 3.1 or at least 2.2 certificate and a declaration of compliance with European standards.

3. FoxLaser does not accept goods delivered in packaging other than the original or with compromised packaging integrity.

4. Sheet and tubular material shall be accepted on the basis of issued documents, but upon detection of any defects leading to the impossibility of correct performance,

during its cut up, a claim shall be initiated before the supplier. In the case of delivery of materials with a protective film applied, due to the inability to inspect the sheet material under the protective film, FoxLaser reserves the right to make a claim if defects or deformations in the coating are found at a later stage when the film is removed from the sheet material.

5. In the absence of any of the above documents, Fox Laser reserves the right to refuse acceptance of goods into its warehouse.

6. Loading and unloading operations shall only be carried out with transport and storage equipment by means of suitable vehicles. All materials must be suitably packaged for unloading, with a maximum weight of 2.500 kg. Any unloading by hand due to the fault of the supplier shall be their responsibility, otherwise FoxLaser may refuse acceptance of the respective delivery.

7. Goods are accepted only during the following working hours:

Monday - Friday, until 11:00.

Deliveries after this time will be processed the next working day until 11:00.

8. Any invoice issued to FoxLaser shall be normally payable after sixty (60) days, unless otherwise agreed. Invoices shall only be accepted electronically, at the official FoxLaser e-mail address (Link) that has been specified on the official FoxLaser website and in PDF format. Scanned copies or any other format will not be processed.

9. Invoices to suppliers shall be paid on the corresponding due date, but once a week - on Wednesdays.

IV.  RELATIONSHIPS WITH SUBCONTRACTORS

1.            Each new SUBCONTRACTOR shall accept, as an integral part of its relationship with FoxLaser, to complete a Registration Form and Self-Assessment, and to provide the requested documents required for their registration into the current process management and resource planning system (ERP).

2.            Only companies approved according to the IMS are eligible as Subcontractors to manufacture workpieces and perform services for FoxLaser needs. Initial approval shall be by documents;

3.            Each Subcontractor has acknowledged and agreed that FoxLaser has the right to perform audits for:

a. Subcontractor approval,

b. ongoing at the time a contract is assigned.

c. regular, according to FoxLaser's IMS (Integrated Quality Management System)

4. The Subcontractor shall be awarded the work or service on the basis of a duly submitted price offer (quotation), except in the case of pre-agreed prices for the respective service. Each subcontract order shall be accompanied by the required technical documentation as follows:

                а. A PDF drawing (drawing in another format)

                b. A 3D model - where possible and applicable

                c. Additional customer requirements, if explicit are available

                d. An order-proposal in PDF format (if desired by the Subcontractor, a tabular file can be added)

5. Each delivery by a Subcontractor must be accompanied by the following documents accompanying the order:

а. A completed quality control report evidencing the correct performance of an assignment;

b. a hand-over certificate, which indicates our order number;

c. An invoice for the relevant quantity of goods delivered.

All required documents, if not enclosed in the Letter of Assignment for Manufacturing/Service, are as follows

                A hand-over certificate

                A Packing List

                A quality measurement record

                An invoice of today's date

6. In the absence of any of the above documents, Fox Laser reserves the right to refuse acceptance of goods into its warehouse.

7. Goods are accepted only during the following working hours:

Monday - Friday, until 11:00.

Deliveries after this time will be processed the next working day until 11:00.

8. Each Subcontractor acknowledges and agrees that in the event of any non-conformance of the workmanship with the production documentation (PDF drawings) submitted by FoxLaser, the Subcontractor shall redesign the workmanship entirely at its own expense.

9.1. In case of subcontracting for machine processing on FoxLaser cut sheet or profile workpieces and discrepancies are found, new cutting up of workpieces shall be at the Subcontractor's expense. FoxLaser undertakes to provide additional setup units when agreed in advance.

9.2. In the case of subcontracting related to finishes, the Subcontractor is obliged to redo the operation at its own expense, and in case of inability to recoat due to wasted parts, to pay FoxLaser to redo the workpieces.

10. Each Subcontractor acknowledges and agrees that in the event of a customer claim related to workpieces manufactured by the Subcontractor, the parts shall be remanufactured entirely at the Subcontractor's expense.

10.1. Should the Customer require FoxLaser to issue a credit note for the value of the Goods, the Subcontractor agrees to issue it accordingly to FoxLaser for the value of the products manufactured by the Subcontractor.

Packaging requirements can be found here (link).

11. Any invoice issued to FoxLaser shall be normally payable after sixty (60) days, unless otherwise agreed. Invoices shall only be accepted electronically, at the official FoxLaser e-mail address (link) that has been specified on the official FoxLaser website and in PDF format. Scanned copies or any other format will not be processed.

12. Invoices to subcontractors shall be paid on the due date, but once a week - on Wednesdays.

V. MATERIALS

FoxLaser maintains materials in stock, for which you can find information on the website, after receiving access permission. FoxLaser can supply standard material of any type,

size and thickness.

Standard materials, metal sheets and steel tubular profiles:

CARBON STEEL: DC01, S235JR, S355JR, S420MC, S460MC

GALVANISED STEEL: DX51D+Z275, DX51D+AZ, DX51D+ZM

STAINLESS STEEL: AISI 304/304L, 316/316L

ALUMINIUM: 1050, 5754, 6082, 7075

VI. STANDARDS

FoxLaser executes orders in accordance with the implemented quality standards: ISO 9001:2015

For linear deviations – ISO 2768-m;

For powder coating – DIN EN ISO 2409, ASTM D 3002, ASTM D 3359, EN ISO 9227, EN ISO 6270-2 CH;

For welded structures – ISO 3834-2;

For mechanical processing of the sheet material – ISO 13715.

For all unsettled issues by the present General Terms and Conditions, the provisions of the current Bulgarian legislation shall apply.

rev.5 – 01.01.2024