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1.1. The Operator: These General Terms and Conditions ("GTC" or "Agreement") govern the contractual relationship between "Overpower Machinery" Ltd, trading as OP GROUP ("Intermediary," "Company," "we," "us," or "our"), a limited liability company organized under the laws of the Republic of Bulgaria, with its registered office in Sofia, Bulgaria, and the user of our services ("Client" or "you").
1.2. Nature of Services (CRITICAL NOTICE): The Company operates strictly as a commercial intermediary and service provider. Our primary business is providing specialized services for the sourcing, technical negotiation, brokerage, and logistical arrangement of heavy machinery and industrial equipment ("Equipment").
WE ARE NOT THE SELLER, MANUFACTURER, OR DISTRIBUTOR OF THE EQUIPMENT. We facilitate transactions between you (the Buyer) and third-party sellers.
1.3. Business Focus: Our Services are exclusively directed at individuals, professionals, companies, and business entities (B2B and B2C). By entering into this Agreement, the Client warrants that they are acting in a commercial, individual or professional capacity.
3.1. Accuracy of Information: The Client warrants that all specifications, requirements, and information provided to the Company (including "Proof of Funds") are accurate, complete, and truthful.
3.2. Authorization: The Client represents that they have full legal authority to enter into agreements for the purchase of heavy machinery.
3.3. Collaboration: The Client agrees to respond promptly to offers. Failure to respond within 48 hours may result in the loss of a secured machine, for which the Company bears no liability and does not owe a refund to the Client.
3.4. Non-Circumvention: The Client agrees not to bypass the Company to negotiate directly with a Seller introduced by the Company for a period of twelve (12) months following the introduction. Any breach of this clause will result in a penalty equal to the projected Service Fee.
4.1. Sourcing and Brokerage: The Company acts as a specialized agent to locate specific Equipment. We invite and source offers from third-party Sellers globally based on the Client's requirements.
4.2. Negotiation: We facilitate technical and commercial negotiations, communicating specifications, price, and terms between the Client and the Seller.
4.3. Ancillary Services: Upon specific written request, we may organize third-party inspections, transport, or customs clearance. These are distinct services provided either directly or through subcontractors.
THE COMPANY IS NOT PARTY TO THE PURCHASE CONTRACT. The sale of the Equipment is a direct legal transaction between the Client and the Third-Party Seller. The Company does not take title to the goods at any point.
To the maximum extent permitted by applicable law:
Any technical inspection reports, photos, or videos provided by the Company are for informational purposes only. They reflect the condition at the specific moment of inspection and do not constitute a guarantee of future performance. The Client is strongly advised to commission an independent technical audit before purchase.
6.1. Service Fee: In consideration for our services, the Company charges a Service Fee / Commission, agreed upon in the "Deal Memo", Contract, or Pro-Forma Invoice.
6.2. Payment Terms: Unless otherwise agreed, the Service Fee is earned and payable prior or upon the signing of the Purchase Contract or the issuance of the Seller's Invoice. Payment is due immediately upon receipt of our invoice.
6.3. VAT & Taxes: All fees are exclusive of VAT. The Client is responsible for all import duties, VAT, and taxes associated with the purchase and importation of the machinery. Cross-border EU B2B services are subject to the reverse charge mechanism (Art. 196 VAT Directive).
In compliance with the Measures Against Money Laundering Act (MAMLA) and EU Directives, the Company is obligated to identify its clients. The Client agrees to provide, upon request:
7.2. Sanctions Screening: The Client warrants that neither they nor their UBOs are listed on any UN, EU, UK, or OFAC sanctions lists.
7.3. Prohibition: The Company reserves the right to immediately terminate any transaction and report to the Financial Intelligence Agency (fid.bg) if suspicious activity or "structuring" of cash payments is detected.
To the fullest extent permitted by applicable law (Bulgarian Commercial Act): The Company's liability is strictly limited to damages directly caused by willful misconduct in the performance of our Intermediary Services.
Exclusions: We are explicitly NOT liable for:
In any event, the Company's total aggregate liability arising out of or related to this Agreement shall not exceed the total Service Fee actually paid by the Client to the Company for the specific transaction in dispute.
The Client explicitly agrees to indemnify, defend, and hold harmless the Company, its directors, and employees from and against any and all claims, lawsuits, damages, or penalties (including legal fees) arising out of:
9.1. Neither party shall be liable for failure to perform its obligations if such failure is caused by a Force Majeure Event, including but not limited to:
9.2. If the event persists for more than 45 days, either party may terminate the Service Agreement without penalty, provided that any accrued Service Fees for work already performed receive equitable settlement.
10.1. Both parties agree to keep all "Confidential Information" (technical specs, prices, supplier contacts) strictly confidential and not to disclose it to third parties, except as required for the execution of the transaction or by law.
10.2. This obligation survives the termination of this Agreement for a period of five (5) years.
11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.
11.2. Dispute Resolution: All disputes arising out of or in connection with this Agreement shall be referred for settlement to the competent courts in Bulgaria.
11.3. Language: In case of discrepancies between the Bulgarian and English versions of this text, the English version shall prevail for international clients, unless Bulgarian law requires otherwise.