Legal

Standard Terms and Conditions of Sale and Service

Last updated: 2026-07-08

0. Scope and precedence

0.1 These Standard Terms and Conditions of Sale and Service (“Standard Terms”) apply to all sales of Products and provision of Services by the Seller, unless the Parties expressly agree in writing to a product- or service-specific agreement (an “Addendum”).

0.2 If the Buyer purchases Starlink Kits and/or Starlink airtime/connectivity (or any other Starlink-related Products/Services) from the Seller, the “Sale and Service Agreement for Starlink Kit and Airtime” (the “Starlink Agreement”) shall apply as an Addendum and shall prevail in case of any conflict or inconsistency with these Standard Terms.

0.3 The version of the Standard Terms in force on the date the Buyer accepts the relevant Agreement/Order shall apply to that Agreement. Updated versions apply only to Agreements concluded after their effective date, unless the Parties expressly agree otherwise in writing.

Language / Translation (Informational Only)

0.4 Any translation of these Terms is provided for convenience and informational purposes only. In the event of any discrepancy, inconsistency, or conflict between the English version and any translated version, the English version shall prevail and be legally binding.

1. Definitions

1.1 “Seller” means:

Seller / Company: Seny Maritime EOOD (“Seny Maritime LLC”) UIC / EIK: 208587893 VAT number: BG208587893 Registered address: District 52-38, Village Cherkovo, Karnobat Municipality, Burgas Region, 8478, Bulgaria E. office@senymaritime.com T. +359 88 491 7316

1.2  “Buyer” means the party contracting with the Seller under the Agreement for the sale and purchase of the Product and/or the provision of Services.

The term Buyer includes, where applicable, any agent, ship manager, operator or other duly authorised person contracting with the Seller and/or issuing a Purchase Order (PO) on behalf of the end user, and the Buyer shall remain fully responsible for the acts and omissions of such persons.

1.3 “Product” means any item(s), equipment, hardware or goods agreed to be sold by the Seller to the Buyer under the Agreement.

1.4 “Service” means the service(s) agreed to be provided by the Seller to the Buyer under the Agreement, including but not limited to connectivity services, technical services, installation, configuration, support or consultancy services, where applicable.

1.5 “Agreement” means and includes any written agreement, contract, proforma invoice, quotation, order acknowledgement, delivery order, job sheet, invoice or other commercial document duly issued by the Seller and accepted and/or signed by the Seller and/or the Buyer for the sale of Products and/or provision of Services.

The Agreement shall also include any Purchase Order issued by the Buyer, provided such Purchase Order is expressly accepted by the Seller in writing. A ny terms or conditions contained in the Buyer’s Purchase Order which conflict with or deviate from these Terms shall be deemed rejected, unless expressly agreed in writing by the Seller.

1.6 “Parties” means the Seller and the Buyer collectively, and “Party” means either of them individually.

1.7 “Sanctions and Export Controls” means all applicable laws, regulations, rules and restrictions relating to economic and trade sanctions, export controls and embargoes, including but not limited to those imposed by the European Union, the United States, the United Kingdom, and any other applicable jurisdiction relevant to the Buyer’s place of establishment, place of business or place of use of the Products or Services, or place of use or re-export of the Products or Services.

No COMMUNICATION NETWORKS or Services on the territory of the Republic of Bulgaria

Services for the provision of public electronic communications networks and/or public electronic communications services are intended to be provided on board vessels flying a foreign flag and/or operating in international waters, i.e., outside the territory of the Republic of Bulgaria.

The provision of public electronic communications networks or services is not carried out within the territory of Bulgaria or to end-users in Bulgaria.

2. Agreement

2.1 Non-binding quotations. Any quotations, price lists or other communications issued by the Seller indicating prices for Products or Services shall be non-binding and for information purposes only, unless expressly stated otherwise in writing or incorporated into an Agreement.

2.2 Formation of Agreement. Any offer, proposal, order, agreement or understanding, whether oral or written, relating to the sale of Products or the provision of Services shall be binding upon the Seller only when expressly confirmed by the Seller in writing and duly reduced to an Agreement.

2.3 Amendments. Any amendment, modification or variation to the Agreement shall be valid only if made in writing and signed or expressly confirmed in writing by the Seller and, where applicable, the Buyer.

2.4 Termination by Buyer. The Agreement may not be terminated by the Buyer without the prior written consent of the Seller.

In the event of unauthorised termination by the Buyer, the Buyer shall be liable to pay liquidated damages equal to a minimum of twenty-five percent (25%) of the related invoice value, representing a genuine pre-estimate of the Seller’s losses, without prejudice to the Seller’s right to claim compensation for any additional losses, costs or expenses incurred.

This clause applies exclusively to Buyers acting in the course of their trade or business.

A. Terms Applicable to sale of products

Sections 3–10 below apply to the sale of Products.

3. DELIVERY AND TRANSPORT

3.1 Delivery dates

The Seller shall make all reasonable efforts to meet quoted or acknowledged delivery dates. However, all such dates are estimates only and shall not be binding. The Seller shall not be liable for any failure to meet delivery dates.

3.2 Approximate delivery

All delivery dates and times are approximate and subject to change due to unforeseen circumstances.

3.3 Time not of the essence

Time shall not be of the essence in respect of delivery.

3.4 Partial deliveries

If the Seller is unable to deliver all Products within the agreed period, the Seller shall be entitled to make partial deliveries, and the delivery period shall be extended accordingly.

3.5 Delay not a ground for termination

Failure to meet a delivery date shall not entitle the Buyer to terminate the Agreement or to claim compensation unless the Buyer proves wilful misconduct or gross negligence on the part of the Seller.

3.6 Force Majeure

If the Seller is unable to meet its delivery obligations due to Force Majeure, the Seller shall be entitled to suspend delivery. If such circumstances persist for more than two (2) months, either Party may terminate the relevant Agreement by written notice.

Force Majeure includes, without limitation: a) operational failure or business interruption of any kind; b) delay or failure by manufacturers or carriers; c) transportation disruptions affecting delivery of the Products; d) import, export or customs restrictions or prohibitions.

3.7 Delivery terms

Unless otherwise agreed in writing, all deliveries shall be made Ex Works (EXW), Incoterms® 2020, at the Seller’s premises or such other location in Bulgaria as expressly agreed in writing.

3.8 Transfer of risk

Risk of loss or damage to the Products shall pass to the Buyer in accordance with Ex Works (Incoterms® 2020) at the moment the Products are made available to the Buyer. The Seller shall have no liability for any loss or damage occurring after risk has passed.

3.9 Failure to take delivery

If the Buyer fails to take delivery on the agreed date or within five (5) business days thereafter, the Seller may, at its option: a) store the Products at the Buyer’s risk and expense, charging a storage fee of one and a half percent (1.5%) per month of the invoice value, and invoice the Products accordingly; or b) terminate the Agreement without court intervention, without prejudice to the Seller’s right to recover losses and expenses.

3.10 Transport liability

The Seller shall have no liability whatsoever in connection with transportation or shipment of the Products. The Buyer shall be solely responsible for loading, transportation, export clearance and insurance of the Products.

3.11 Returns

Delivered Products are non-returnable. Unless mandatory law applies No return shall be accepted for Products that have been installed, used, modified or customised.

In exceptional cases, at the Seller’s sole discretion, the Seller may accept a return and cancel the relevant order or part thereof. In such case, the Seller may charge: a) all costs incurred to restore the Products to a saleable condition; and b) a restocking or cancellation fee of twenty-five percent (25%) of the related invoice value.

4. TITLE AND RETENTION OF TITLE

4.1 Retention of title

Notwithstanding delivery and notwithstanding the passing of risk to the Buyer pursuant to Clause 3.8, title to the Products shall remain with the Seller until all amounts due and payable in respect of the Products have been paid in full and irrevocably received by the Seller.

4.2 Possession as bailee

Until title to the Products passes to the Buyer, the Buyer shall hold the Products as bailee and fiduciary agent for the Seller.

During such period, the Buyer shall:

store the Products in a secure and proper environment;

maintain adequate insurance cover against all customary risks;

keep the Products clearly identifiable as the Seller’s property.

The Buyer may, in the ordinary course of its business, resell or use the Products, provided that:

such resale or use does not prejudice the Seller’s rights under this Clause; and

the Buyer shall hold all proceeds of any such resale, use or insurance claim (whether tangible or intangible) on trust for the Seller, separate from the Buyer’s own funds and those of third parties, until title passes to the Buyer.

4.3 Right of repossession

Until title to the Products passes to the Buyer (and provided that the Products remain in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller.

If the Buyer fails to do so promptly, the Seller shall be entitled, without prior notice, to enter any premises of the Buyer or any third party where the Products are stored and repossess the Products.

The Seller shall not be liable to reimburse the Buyer for any costs or expenses incurred in respect of the Products, including but not limited to shipping, taxes, duties or handling costs.

4.4 Insolvency events

The Buyer’s right to sell or use the Products pursuant to Clause 4.2 shall immediately cease if:

any security is enforced over all or any part of the Buyer’s assets;

the Buyer becomes insolvent, enters liquidation (whether compulsory or voluntary), administration, receivership, or bankruptcy;

the Buyer makes any arrangement or composition with its creditors; or

the Buyer otherwise becomes unable to pay its debts as they fall due.

Upon cessation of such right, the Buyer shall hold the Products solely on behalf of the Seller as its agent and shall continue to store them in accordance with Clause 4.2 until repossession by the Seller.

4.5 Prohibition on encumbrance

Until title to the Products passes to the Buyer, the Buyer shall not pledge, charge, encumber or otherwise grant any security interest in the Products.

Any breach of this Clause shall, without prejudice to any other rights or remedies of the Seller, render all outstanding invoices immediately due and payable.

5. REPRESENTATIONS, WARRANTIES AND LIABILITY

5.1 Title and authority

The Seller warrants that it has good title to, or a valid right or licence to supply, the Products to the Buyer.

5.2 Manufacturer specifications

Product specifications are determined by the manufacturer and may be changed, improved or modified at any time.

Unless expressly agreed otherwise in writing, Products are supplied in accordance with the manufacturer’s standard specifications applicable at the time of delivery.

Such changes shall not entitle the Buyer to cancel the Agreement, reject the Products or claim any compensation. The Seller reserves the right to adjust prices accordingly where manufacturer changes result in increased costs.

5.3 Discontinued products

If the manufacturer discontinues a Product that is the subject of an Agreement, the Seller shall not be liable for any resulting loss, damage or delay.

5.4 Variations

The Seller shall not be liable for any loss or damage arising from any variation between the Products supplied and the manufacturer’s specifications or technical data.

5.5 Inspection and defects notification

The Buyer shall inspect the Products immediately upon delivery.

Any defects must be notified to the Seller in writing within fourteen (14) calendar days from the date of delivery. Failing such notification, the Products shall be deemed irrevocably and unconditionally accepted.

No defect claim shall be admissible if the Products have been resold, installed, used or modified prior to notification.

Notification of defects shall not suspend or delay the Buyer’s payment obligations.

The Buyer shall provide the Seller with a reasonable opportunity to inspect and test the Products.

5.6 Warranty scope

Any defective Product or part shall be repaired or replaced solely in accordance with the manufacturer’s warranty terms, provided that:

the Product has been used under normal operating conditions;

no unauthorised repair, modification or alteration has been made.

The Seller may charge the Buyer for Services performed where the defect is not covered by the manufacturer’s warranty.

5.7 Exclusion of warranties

To the fullest extent permitted by law, the Seller excludes all other warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, description or arising from prior dealings or trade usage.

5.8 Suitability

The Seller does not warrant that the Products are suitable for any specific purpose. The Buyer is solely responsible for determining suitability prior to installation or use.

5.9 Use at Buyer’s risk

All Products are used entirely at the Buyer’s own risk. Neither the Seller nor its employees shall be liable for any loss or damage arising from the use of the Products.

5.10 Exclusion of indirect losses

The Seller shall not be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profit, loss of business, loss of data or downtime.

5.11 No oral warranties

Except for manufacturer warranties or expressly agreed written warranties, the Seller makes no representations or warranties, oral or otherwise.

5.12 Warranty invalidation

Any warranty shall be void if:

a) the Buyer is in default of payment; b) the Products have been misused, mishandled or exposed to abnormal conditions; c) the Seller has not been given an opportunity to inspect the alleged defect within fourteen (14) working days of discovery.

5.13 Manufacturer liability cap

The Seller’s liability in respect of the Products shall in all cases be limited to the extent of the manufacturer’s liability.

The Seller shall have no independent liability beyond that of the manufacturer, regardless of whether the manufacturer ceases operations or enters liquidation.

5.14 Overall liability cap

To the maximum extent permitted by law, the Seller’s total aggregate liability, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with any Agreement, shall not exceed the invoiced price of the Products giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by negligence, or any liability that cannot be excluded under applicable law.

6. PRICE AND PAYMENT

6.1 Indicative pricing

Any prices stated in catalogues, price lists, quotations, advertisements or other materials are indicative only and subject to change at any time at the Seller’s sole discretion, unless expressly agreed otherwise in writing and incorporated into an Agreement.

6.2 Invoicing

Invoices shall be issued by the Seller upon delivery of the Products and/or completion of the Services, unless otherwise agreed in writing.

The Buyer shall notify the Seller in writing of any discrepancy in an invoice within seven (7) working days from receipt. Failing such notification, the invoice shall be deemed accepted.

6.3 Currency

Invoices shall normally be denominated in EUR, USD or BGN (LEV).

Where an invoice is issued in any other currency, the Buyer shall make payment in that currency without set-off or deduction.

6.4 Taxes and duties

All prices are exclusive of:

Value Added Tax (VAT);

customs duties;

import/export charges;

government levies or similar charges,

unless expressly agreed otherwise in writing.

VAT shall be added where applicable in accordance with Bulgarian and EU law, and a valid tax invoice shall be issued where required.

The Buyer shall be solely responsible for all taxes, duties or charges applicable in the Buyer’s jurisdiction and shall indemnify the Seller against any related loss, liability or penalties.

6.5 Payment method

The Seller reserves the right, at its sole discretion, to determine the payment method, payment sequence and payment terms, including advance payment, partial payment or payment against proforma invoice.

6.6 Payment term

Unless expressly agreed otherwise in writing, all invoices shall be paid in full, without deduction or withholding, within thirty (30) calendar days from the invoice date.

6.7 Banking charges

All costs related to payment transfers, including but not limited to bank fees, wire transfer charges, letters of credit, confirmation or intermediary bank fees, shall be borne exclusively by the Buyer, unless otherwise agreed in writing.

6.8 No set-off

The Buyer shall not be entitled to withhold payment, apply set-off or claim any deduction unless expressly agreed in writing by the Seller.

Any right of set-off or counterclaim is hereby expressly excluded.

6.9 Late payment and interest

If the Buyer fails to make payment when due, the Seller shall be entitled, without prior notice, to charge interest on the overdue amount at the rate of 1.5% per month, calculated daily, from the due date until full payment is received.

This shall be without prejudice to the Seller’s right to suspend deliveries, terminate the Agreement or claim additional damages and recovery costs.

7. TERMINATION

7.1 Termination for breach

If the Buyer fails to perform any of its obligations under the Agreement, the Seller shall be entitled, at its sole discretion, to:

suspend delivery of the Products and/or provision of the Services; or

terminate the Agreement in whole or in part,

by giving written notice to the Buyer, and to demand immediate payment of all outstanding amounts.

In such circumstances, the Buyer shall not be entitled to any compensation for any loss, damage or expense incurred.

7.2 Seller’s termination rights

Without prejudice to any other rights or remedies available under the Agreement or applicable law, the Seller may terminate any Agreement, wholly or in part, or suspend further deliveries and/or Services, if any of the following events occurs:

a) any invoice issued by the Seller becomes due and payable and remains unpaid;

b) the Buyer fails to provide any payment security, letter of credit, bank guarantee or other assurance required under the Agreement (in which case termination or suspension shall apply only to the affected Agreement);

c) the Buyer fails or refuses to take delivery of the Products in accordance with the Agreement;

d) the Buyer becomes insolvent, suspends payment of its debts, enters into liquidation (voluntary or compulsory), bankruptcy, administration, receivership, restructuring or any similar proceedings, or makes any arrangement or composition with its creditors, or if any analogous event occurs under applicable law.

7.3 Suspension and resumption

The Seller may exercise its right of suspension or termination at any time while the relevant default or event continues and has not been remedied.

As a condition for resuming deliveries or Services following suspension, the Seller shall be entitled to require:

advance payment in full; and/or

additional security or guarantees,

as the Seller may reasonably require.

7.4 Effect of termination

Termination of the Agreement for any reason shall be without prejudice to:

any rights or remedies accrued prior to termination;

the Seller’s right to recover outstanding payments, interest, damages and costs;

any provisions which by their nature are intended to survive termination.

8. SANCTIONS, EXPORT CONTROLS & NO RESALE / NO RE-EXPORT

8.1 Compliance with sanctions and export control laws

The Buyer shall comply at all times with all applicable laws, regulations and restrictions relating to economic and trade sanctions, export controls and embargoes, including without limitation those imposed by:

the European Union;

the United States of America;

the United Kingdom; and

any other applicable jurisdiction relevant to the Buyer, the Products, the Services or the place of use.

The Buyer represents and warrants that neither the Buyer nor any of its directors, officers, shareholders, employees, agents or end users is subject to any sanctions, embargoes or restrictive measures.

8.2 No resale, transfer or assignment

Unless expressly authorised in writing by the Seller, the Buyer shall not:

resell, sub-resell, distribute, sublicense, lease, rent or otherwise commercially exploit the Products or Services;

transfer ownership, possession or control of the Products or Services to any third party;

assign or novate any rights or obligations under the Agreement.

Any unauthorised resale, transfer or assignment shall constitute a material breach of the Agreement and entitle the Seller to immediate termination without liability.

8.3 No export, re-export or diversion

The Buyer shall not export, re-export, divert or otherwise supply the Products or Services, directly or indirectly, to:

any country, territory, entity or individual subject to sanctions or embargoes;

any prohibited end-user or end-use under applicable export control laws;

any destination other than the country expressly agreed with the Seller.

This prohibition applies regardless of whether the export or re-export is direct or indirect, including through intermediaries, agents, vessels, offshore installations or third parties.

8.4 End-use and end-user restrictions

The Buyer shall ensure that the Products and Services are used solely for lawful civil and commercial purposes and shall not be used for:

military or defence purposes;

intelligence, surveillance or weapons-related activities;

any unlawful or restricted use under applicable law.

The Seller reserves the right to request end-use and end-user declarations and supporting documentation at any time.

8.5 Trade compliance documentation

Upon request by the Seller, the Buyer shall promptly provide:

end-user statements;

end-use certificates;

export, import or transit licences;

compliance declarations or other documentation required under applicable sanctions or export control laws.

Failure to provide such documentation shall entitle the Seller to suspend delivery or Services or terminate the Agreement.

8.6 Right to suspend or terminate

The Seller may immediately suspend delivery of Products or provision of Services, or terminate the Agreement, without prior notice or liability, if:

the Seller reasonably believes that the Agreement, Products or Services may violate applicable sanctions or export control laws; or

the Buyer breaches or is suspected of breaching this Section 8.

8.7 Indemnity

The Buyer shall fully indemnify and hold harmless the Seller from and against any and all losses, damages, penalties, fines, claims, costs and expenses (including legal fees) arising out of or related to:

any breach of this Section 8;

any violation of sanctions or export control laws by the Buyer or its end users;

any unauthorised resale, export or re-export of the Products or Services.

8.8 Survival

The provisions of this Section 8 shall survive termination or expiry of the Agreement.

9. GOVERNING LAW & JURISDICTION

9.1 Governing law

These Standard Terms and Conditions of Sale and Service, the Agreement, and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Bulgaria, as applicable within the European Union, without regard to its conflict of law principles.

9.2 Jurisdiction

The courts of the Republic of Bulgaria shall have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with the Agreement, including disputes relating to its validity, interpretation, performance, breach or termination.

9.3 Place of performance

For the purposes of jurisdiction and applicable law, the place of performance of the Agreement shall be deemed to be the registered office of the Seller in Bulgaria, unless expressly agreed otherwise in writing.

9.4 Language

The Agreement and these Terms are drafted in the English language. In the event of any translation, the English version shall prevail for all legal purposes.

9.5 Severability

If any provision of the Agreement or these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary, and the remaining provisions shall remain in full force and effect.

9.6 Entire agreement

These Terms, together with any Agreement, Order, invoice or document expressly incorporated by reference, constitute the entire agreement between the Parties and supersede all prior negotiations, representations or understandings, whether oral or written.

9.7 Waiver

No failure or delay by the Seller in exercising any right, power or remedy under the Agreement shall operate as a waiver thereof. Any waiver shall be valid only if made in writing and signed by the Seller.

9.8 Assignment

The Buyer may not assign, transfer or novate the Agreement, in whole or in part, without the prior written consent of the Seller. The Seller may assign the Agreement to an affiliate or successor entity upon written notice to the Buyer.

10. MISCELLANEOUS / GENERAL PROVISIONS

10.1 Independent contractors

Nothing in the Agreement or these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party acts as an independent contractor and has no authority to bind or represent the other Party in any manner.

10.2 No exclusivity

Unless expressly agreed otherwise in writing, the Agreement is non-exclusive. The Seller shall be free to sell Products or provide Services to any third party, and the Buyer shall be free to source similar products or services from other suppliers.

10.3 Compliance with laws

Each Party shall comply with all applicable laws, regulations and rules in connection with the performance of the Agreement, including but not limited to:

commercial and corporate laws;

tax and VAT regulations;

customs, export and import regulations;

sanctions and trade compliance laws;

maritime, telecommunications and data protection regulations, where applicable.

10.4 Notices

Any notice or communication under the Agreement shall be made in writing and delivered by:

email; or

courier or registered mail.

Notices to the Seller shall be sent to: Seny Maritime EOOD (“Seny Maritime LLC”) / Email: office@senymaritime.com

A notice shall be deemed received:

when sent by email — on the same business day if sent before 17:00 (Bulgarian time), otherwise on the next business day;

when sent by courier or registered mail — upon confirmed delivery.

10.5 Force of written documents

No oral statements, representations or assurances shall have any legal effect unless confirmed in writing by the Seller. In case of conflict between these Terms and any individual Agreement, the Agreement shall prevail, unless expressly stated otherwise.

10.6 Headings

Headings and clause titles are included for convenience only and shall not affect the interpretation of the Agreement or these Terms.

10.7 Survival

Clauses relating to:

payment obligations;

limitation of liability;

retention of title;

sanctions and export controls;

governing law and jurisdiction; and

indemnities

shall survive termination or expiry of the Agreement.

10.8 Counterparts & electronic execution

The Agreement may be executed in counterparts and by electronic signature (including PDF or electronic acceptance), each of which shall be deemed an original and together constitute one and the same instrument.

10.9 Relationship to B2C terms

These Terms apply exclusively to B2B transactions. They do not apply to consumers acting outside their trade, business or profession. B2C sales conducted via the Seller’s website are governed by separate E-commerce Terms and Consumer Policies.

10.10 Amendments to Terms

The Seller reserves the right to amend these Terms from time to time. Updated versions shall apply to Agreements concluded after the effective date of such amendments, unless expressly agreed otherwise in writing.

B. Terms applicable to service providers

Sections 11–12 below apply to the provision of Services.

11. PRICE AND PAYMENT FOR SERVICES

11.1 Service time calculation

Unless otherwise agreed in writing, all Services shall be charged at the applicable hourly or daily rates. Chargeable time shall commence two (2) hours prior to the departure of the Seller’s service personnel from their base and shall continue until their return to base, including the entire time reasonably required to perform the Services.

11.2 Travel and related expenses

All travel, accommodation, boarding, subsistence, visa costs, port fees, local transportation, and any other expenses incurred by the Seller’s service personnel in connection with the provision of the Services shall be charged to the Buyer, together with applicable overheads.

11.3 Overtime and out-of-hours work

Services performed outside normal business hours, on weekends, public holidays, or under urgent or emergency conditions may be subject to additional charges, unless expressly agreed otherwise in writing.

11.4 Materials and parts

Any components, spare parts, equipment, consumables, tools, or materials used during or in connection with the Services shall be charged separately and are not included in the Service fees unless expressly stated otherwise in writing.

11.5 Payment terms

Unless otherwise agreed in writing:

a) a portion of the Service fees may be payable in advance; and b) the remaining balance shall be payable within fifteen (15) days from the date of the final invoice issued after completion of the Services.

Invoices shall be paid in full, without any deductions, set-off or withholding. Any invoice discrepancies must be notified in writing within seven (7) working days from receipt of the invoice.

Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law), calculated from the due date until full payment is received.

11.6 Attendance charges

Service charges shall be due and payable upon attendance of the job regardless of whether the issue, fault or complaint has been fully resolved, provided that the inability to resolve the issue is due to circumstances beyond the reasonable control of the Seller, including but not limited to third-party equipment failure, network limitations, environmental conditions or lack of access.

12. SERVICE TERMS, WARRANTY AND TERMINATION

12.1 Service personnel

The Seller shall have sole discretion to determine the number, qualification and deployment of personnel required to perform the Services.

12.2 Inspection and notification

The Buyer shall inspect the Products and/or equipment immediately upon completion of the Services and shall notify the Seller in writing of any defects related to the Services within seven (7) days from completion. Failure to notify within this period shall constitute acceptance of the Services as performed.

12.3 Standard of service

The Seller warrants that the Services shall be performed with reasonable skill, care and diligence, in accordance with generally accepted industry standards.

12.4 Service warranty limitation

Any warranty for defects arising solely from the Services shall be limited to rectification of the defective Service at no additional cost, at the Seller’s discretion.

The Seller reserves the right to charge for any corrective Services if the issue is:

not caused by the Seller’s workmanship; or

outside the scope of the original Service; or

excluded under applicable warranties.

12.5 Warranty exclusions

The Service warranty shall not apply to:

normal wear and tear;

software-related issues;

third-party systems or equipment;

misuse, improper operation or lack of maintenance by the Buyer;

changes or modifications made without the Seller’s approval.

12.6 Early termination by Buyer

If the Buyer terminates a Service Agreement before completion for reasons other than the Seller’s material breach, the Seller shall be entitled to invoice and recover:

all Services performed up to the termination date; and

all committed costs, travel expenses and allocated resources; and

any minimum charges agreed for the Service.

12.7 Exclusion of other warranties

Except as expressly stated in this Section, the Seller disclaims all other warranties relating to the Services, whether oral, express or implied, including any implied warranties of fitness for a particular purpose or merchantability.

C. Terms applicable to electronic services

Sections 13–14 below apply to electronic services and repaired / refurbished products.

13. WARRANTY POLICY (ELECTRONIC & RECONDITIONED PRODUCTS)

13.1 Limited warranty

Standard repaired, refurbished or reconditioned Products supplied by the Seller are warranted to be free from defects in workmanship and materials used for repair under normal operating conditions for a period of twelve (12) months from the date of shipment, unless expressly stated otherwise in writing.

This warranty applies solely to the repair or refurbishment work performed by the Seller and does not extend the original manufacturer’s warranty.

13.2 Warranty exclusions

The warranty shall be null and void if the reported defect or failure results from, including but not limited to:

a) accident, misuse, abuse or improper operation; b) cannibalisation, replacement or use of non-approved parts; c) catastrophic failure, fire, flooding, lightning or other force majeure events; d) severe environmental exposure (including saltwater, humidity, vibration or temperature extremes); e) misapplication or use outside intended specifications; f) negligence, improper calibration, storage or handling by the Buyer or third parties; g) unauthorised maintenance, repair, modification, removal or alteration; h) tampering with, removal or damage to warranty labels, serial numbers or seals.

14. LIMITATION OF LIABILITY (ELECTRONIC SERVICES)

14.1 Warranty remedies

If a Product covered by Clause 13 proves defective during the warranty period under normal operation, the Seller’s sole obligation shall be, at its discretion, to repair or replace the defective part or Product in accordance with the applicable warranty terms.

The Seller reserves the right to charge for any Service, repair or replacement where the defect or failure is determined not to be covered by the applicable warranty.

14.2 Exclusion of damages

To the maximum extent permitted by applicable law, the Seller shall not be liable for any indirect, incidental, special, consequential or punitive damages of any kind whatsoever, including but not limited to:

loss of profit or revenue;

loss of use or downtime;

loss of data or corruption of data;

business interruption;

third-party claims.

14.3 Maximum liability cap

The Seller’s total aggregate liability arising out of or in connection with electronic Services or refurbished Products, whether in contract, tort (including negligence) or otherwise, shall in no event exceed the amount paid by the Buyer for the specific Product or Service giving rise to the claim.

D. Terms of sales through website (E-commerce Terms)

Sections 15–24 below apply to consumer purchases through the website (E-commerce Terms).

15. Introduction

15.1 Scope

These Terms of Sale (“Terms of Sale”) apply to the purchase of Products by consumers (“you”, “your”) through the website https://senymaritime.com/purchase/ and any related mobile or web applications (collectively, the “Site”).

The Site is owned and operated by Seny Maritime EOOD (“Seny Maritime LLC”), registered in Bulgaria (“Seller”, “we”, “us”, “our”).

15.2 Acceptance of Terms

By placing an order on the Site, you confirm that you have read, understood and agreed to be bound by these Terms of Sale with immediate effect.

16. ORDERING AND ORDER ACCEPTANCE

16 .1 Product supplier

Each Product offered on the Site is sold either directly by us or by a local or international supplier clearly identified on the relevant product page.

16.2 Order submission

When you place an order on the Site, this constitutes an offer to purchase the selected Products.

16.3 Order acceptance

Your order shall be deemed accepted only when we send you a written order confirmation (including by email or electronic message).

If we are unable to accept your order, we will notify you and any payment already made will be refunded in full.

17. PAYMENTS

17.1 Authorisation of payment

By placing an order, you authorise us and/or our third-party payment service providers to process payment using the selected payment method for the total order amount.

17.2 Accepted payment methods

We currently accept payment by:

a) credit or debit card; b) cash on delivery (up to EUR 1,000, where legally permitted); c) cash on collection from our offices in Nessebar or Burgas, where offered.

Available payment methods may vary depending on location and order value.

17.3 Payment processors

To process card payments, we may use third-party payment processors. By placing an order, you authorise us to share the necessary information with such processors and to accept their applicable terms and conditions on your behalf.

We shall not be liable for any loss or damage arising solely from the acts or omissions of third-party payment processors.

17.4 Changes to payment methods

We reserve the right to add, remove or modify accepted payment methods at any time without prior notice.

18. CANCELLATION OF ORDERS

18.1 Cancellation before dispatch

You may cancel your order at any time prior to dispatch of the Products, without providing a reason.

If payment has already been made, a full refund will be issued using the original payment method.

18.2 Cancellation by the Seller

We reserve the right to cancel an order, in whole or in part, if:

a) payment is not successfully completed or authorised; b) you fail to provide required information necessary to process or deliver the order; c) delivery or collection is not possible due to your actions or omissions; d) we reasonably suspect fraudulent activity or misuse of the Site; e) bulk or multiple purchases are attempted contrary to Clause 18.3.

18.3 Bulk or multiple purchases

The Site is intended for consumer use only. We reserve the right to refuse or cancel orders where bulk purchasing or repeated ordering of similar Products suggests commercial or resale activity.

19. DELIVERY OF YOUR ORDER

19.1 Delivery area and methods

Delivery of Products ordered through our e-commerce Site is available within Bulgaria and the European Union only.

We may deliver Products using:

our own distribution network (including deliveries to marinas, ports and shipyards); and/or

third-party courier and logistics service providers.

The selected delivery method depends on your delivery location, Product size and quantity, availability and estimated delivery time.

19.2 Delivery costs

Delivery costs are not included in the Product price and will be clearly indicated during checkout before you complete your order.

19.3 Order processing time

19.3.1 Orders placed on working days (Monday to Friday)

Order processing typically takes 8 to 24 hours, depending on the time the order is placed, Product type, quantity and packaging requirements.

19.3.2 Orders placed on weekends and public holidays

Orders placed on Saturdays, Sundays or public holidays are processed within 24 to 48 hours.

19.4 Estimated delivery times (after dispatch)

Estimated delivery times after order processing are as follows:

Burgas, Nessebar: within 24 hours

Other locations in Bulgaria: 48 to 96 hours

Other EU countries: delivery times vary depending on destination and courier service and will be communicated at checkout or in the order confirmation

Delivery times are estimates only and not guaranteed.

19.5 Collection from our offices

Where offered, you may choose to collect your order from our offices.

19.5.1 Same-day collection (working days)

Orders placed before 14:00 (Bulgarian time) on working days may be collected the same day between 09:00 and 17:30.

19.5.2 Next working day collection

Orders placed after 14:00 on working days may be collected on the next working day between 09:00 and 17:30.

19.5.3 Saturday collection

Orders placed on Friday before 14:00 may be collected on Saturday between 09:00 and 12:00, where available.

19.6 Delivery delays

If delivery is delayed due to circumstances beyond our reasonable control, we will inform you as soon as possible and take reasonable steps to minimise the delay.

If delivery cannot be completed because:

no one is available at the delivery address; or

delivery is refused; or

you fail to rearrange delivery or collect the Products,

we will contact you for further instructions. If delivery or collection cannot be completed despite reasonable efforts, we reserve the right to cancel the order and refund the purchase price.

19.7 Identity verification upon delivery

We reserve the right, where reasonably necessary, to request proof of identity and/or payment verification before completing delivery or collection.

If verification cannot be completed, we may refuse delivery and cancel the order, issuing a refund where applicable.

19.8 Overseas deliveries and customs

If a Product is shipped from outside your country of residence, you may be considered the importer of record.

In such cases, you are responsible for:

compliance with applicable import laws and regulations; and

payment of any customs duties, taxes or fees, unless otherwise stated at checkout.

19.9 Transfer of ownership and risk

Ownership of the Products passes to you upon delivery to the specified delivery address and receipt of full payment.

Risk of loss or damage passes to you at the time of delivery.

19.10 Invoice

An electronic invoice will be issued for your purchase and sent to the email address provided during checkout.

20. RETURNS & RIGHT OF WITHDRAWAL

20.1 Right of withdrawal (cooling-off period)

If you are a consumer, you have the right to withdraw from your purchase without giving any reason within fourteen (14) days from the day on which you (or a third party indicated by you) receive the Products.

To exercise your right of withdrawal, you must inform us of your decision by a clear written statement (e.g. by email).

Contact details for withdrawal requests: purchase@senymaritime.com

Digital services / airtime activation. Where an order includes immediate activation of airtime, subscriptions or other digital services, you expressly request performance to begin during the withdrawal period and acknowledge that your statutory right of withdrawal may be limited or lost in accordance with applicable consumer law once performance has begun.

20.2 Conditions for return

Returned Products must:

be unused and not installed;

be in the same condition as received;

be returned in the original, unbroken packaging, including all accessories, manuals and labels.

You are responsible for any diminished value of the Products resulting from handling beyond what is necessary to establish their nature, characteristics and functioning.

20.3 Non-returnable products

The right of withdrawal does not apply to the following Products, in accordance with applicable EU consumer law:

a) Products that have been used, installed, damaged or altered after delivery; b) Consumable Products that have been used or installed; c) Products with missing, altered or tampered serial numbers; d) Custom-configured or made-to-order Products and systems; e) Sealed goods which are not suitable for return due to health protection or hygiene reasons, if unsealed after delivery; f) Digital content or digital services (including digital publications, digital keys, activation codes or online access) once performance has begun with your prior express consent.

20.4 Faulty, damaged or incorrect Products

If you receive:

a faulty Product;

a damaged Product; or

a Product that does not correspond to your order or the description on our Site,

you must notify us without undue delay after delivery.

In such cases, we will:

refund the full Product price; and

refund the original delivery costs; and

bear the cost of return shipping.

20.5 Return shipping costs

If you withdraw from the contract for reasons other than fault or error on our part, you shall bear the direct cost of returning the Products.

No restocking or handling fees will be charged for lawful withdrawals.

20.6 Refunds

20.6.1 Refund amount

Upon a valid withdrawal or accepted return, we will refund:

the price paid for the Products; and

the standard delivery costs (if applicable),

except where:

the Products are returned due to a change of mind, in which case original delivery costs are non-refundable.

20.6.2 Refund method

Refunds will be made using the same payment method used for the original transaction, unless expressly agreed otherwise.

20.6.3 Refund timing

Refunds will be processed:

within fourteen (14) days from the day we receive the returned Products; or

earlier, if you provide evidence that the Products have been sent back.

Refund processing times may vary depending on your payment provider or bank. We are not responsible for delays once the refund has been initiated.

20.7 Products not yet delivered

If you cancel an order before dispatch, you will receive a full refund without any deductions.

21. WARRANTY

21.1 Warranty Claims If you believe that a Product or Service is defective or does not conform to the description, you may submit a warranty claim by:

emailing us at support@senymaritime.com;

using the contact form available on the Site; or

contacting our office by phone.

Warranty claims shall be handled in accordance with applicable consumer protection laws and the manufacturer’s warranty terms, where applicable.

22. WARRANTIES, REPRESENTATIONS & UNDERTAKINGS

22.1 Your representations By placing an order on the Site, you represent and warrant that:

a) you will comply with all applicable laws and regulations; b) you have the legal capacity to enter into these Terms of Sale and to make payment; c) where you purchase on behalf of a business entity, you are authorised to bind such entity.

22.2 Consumer disclaimer (lawful scope) Except as required by mandatory consumer protection laws, Products and Services are provided “as is” and “as available”.

To the maximum extent permitted by law, we disclaim all warranties, representations or conditions not expressly stated, including implied warranties of merchantability, fitness for a particular purpose or compatibility.

Nothing in these Terms excludes or limits your statutory consumer rights under applicable EU or Bulgarian law.

22.3 Exclusive remedy Subject to mandatory law, the remedies described in this section constitute your exclusive remedies under these Terms of Sale.

23. LIABILITY

23.1 Non-excludable liability Nothing in these Terms of Sale limits or excludes liability for:

a) fraud or fraudulent misrepresentation; b) death or personal injury caused by negligence; c) any liability which cannot be excluded under applicable law.

23.2 Limitation of liability Subject to clause 23.1, we shall not be liable for:

loss of profits, revenue or business opportunities;

loss of data or information;

business interruption;

indirect, incidental, special or consequential damages.

23.3 Specific exclusions To the extent permitted by law, we are not liable for losses arising from:

a) delays or non-delivery caused by your failure to provide required information or payment; b) unauthorised repairs or modifications of Products; c) loss of stored data during repair or replacement; d) reliance on product descriptions or information beyond statutory obligations; e) your inability to use a Product; f) Site interruptions or technical issues; g) malware or third-party software issues; h) damage to third-party hardware; i) inability to conduct business due to delivery issues.

23.4 Liability cap Where liability cannot be excluded, our total liability shall be limited to the price paid for the Product, including original delivery costs.

23.5 Indemnity You agree to indemnify and hold us harmless from claims, damages and costs arising from:

a) misuse of the Site or Products; b) breach of these Terms; c) violation of applicable laws.

24. REFER A FRIEND – CREDIT & DISCOUNT PROGRAM

24.1 How it works

Invite a friend to Seny Maritime. When your friend activates a subscription or data plan, you receive Promotional Credit that can be used as a discount on your next subscription or plan.

24.2 Promotional Credit

Promotional Credit is not cash and cannot be withdrawn

It can be used only as a discount for:

subscriptions

data plans

plan renewals or upgrades

Credit cannot be used for hardware, installation, taxes or third-party services

24.3 Conditions

Credit is issued only after your friend completes payment and activates the plan

One referral = one credit (unless stated otherwise)

Credits are non-transferable

Credits may expire if not used within the stated period

If the referred order is refunded or cancelled, the credit will be removed

24.4 Changes

We reserve the right to modify or cancel the referral program at any time without prior notice.

E. Other Terms Applicable to Product & Service Orders (as per A, B, C and D above)

Section 25 below applies to all Product and Service orders.

25.1 Governing law and jurisdiction

These Terms & Conditions, their validity, interpretation, performance and any disputes or claims arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Bulgaria, as applicable within the framework of European Union law.

The competent courts of the Republic of Bulgaria shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms & Conditions.

In the event that a dispute arises due to the Buyer’s default in payment, the Buyer shall bear all reasonable costs incurred by the Seller for recovery, including legal fees and court costs, to the extent permitted by applicable law.

25.2 Compliance with export laws

The Buyer shall not use, export or re-export any Products or Services supplied by the Seller in violation of any applicable laws or regulations of Bulgaria, the European Union or any other relevant jurisdiction.

The Buyer shall at all times comply with all applicable laws and regulations relating to the import, export, re-export and use of the Products and Services.

25.3 Entire agreement

The Agreement constitutes the entire, complete and exclusive understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications, negotiations or understandings, whether oral or written.

No course of dealing, usage of trade or other practice shall be applicable unless expressly incorporated into the Agreement in writing.

25.4 Sanctions, export controls & end-use compliance (B2B focus). Without prejudice to Section 8 (Sanctions, Export Controls & No Resale)

The Buyer represents, warrants and undertakes that it shall (and shall ensure that its directors, officers, employees, agents and affiliates shall):

a) fully comply with all applicable Sanctions and Export Controls;

b) not sell, transfer, export, re-export or otherwise make available the Products or Services to any individual, entity or jurisdiction subject to applicable sanctions, embargoes or trade restrictions;

c) not cause the Products or Services to be sold to, transferred to, or used in any country or by any person subject to international sanctions or embargoes, including but not limited to countries subject to EU, UN, UK or US sanctions regimes;

d) determine all applicable export, re-export and import licensing or permitting requirements and obtain all required licences, permits or authorisations at its own cost;

e) provide the Seller, upon request, with any documentation or information relating to end-use, end-user or compliance within five (5) business days;

f) maintain accurate records relating to the Products and Services, including export and transfer documentation, for a minimum period of five (5) years, unless a longer period is required by law.

The Seller shall bear no liability whatsoever for any non-compliance by the Buyer with Sanctions and Export Controls.

25.5 Amendments

These Terms may be updated by the Seller from time to time. Any update applies only to Agreements concluded after the effective date of the update, unless the Parties expressly agree otherwise in writing. No oral amendment is valid.

25.6 Precedence

These Terms & Conditions shall apply to and prevail over any conflicting or additional terms contained in any purchase order, confirmation or other document issued by the Buyer, unless expressly agreed otherwise in writing by the Seller.

25.7 Severability

If any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

25.8 Interpretation of trade terms

Unless expressly stated otherwise, all trade and commercial terms used in these Terms & Conditions shall be interpreted in accordance with:

applicable Bulgarian law; and

where relevant, Incoterms® 2020 issued by the International Chamber of Commerce.

Exhibit A: Trade Compliance & Anti-Corruption Certificate

The End-User confirms and certifies that, in connection with any products or services supplied by Seny Maritime EOOD (“Seny Maritime LLC”), it shall comply with all applicable laws and regulations relating to international trade, sanctions, export controls and anti-corruption.

Definitions

Sanctions Lists mean any applicable lists of restricted or sanctioned persons or entities issued by the European Union, United Nations, United States, United Kingdom or other competent authorities.

Government Official means any officer or employee of a government, public authority, state-owned or state-controlled entity, political party, public international organisation, or any person acting in an official capacity.

Trade Control Laws mean all applicable export control, economic sanctions and anti-corruption laws and regulations, including EU restrictive measures, UN sanctions, and, where applicable, U.S. and UK trade and anti-bribery laws.

End-User certifies that:

No sanctions Neither the End-User nor its directors, officers or controlling persons are subject to sanctions or listed on any Sanctions List. The End-User shall promptly notify Seny Maritime in writing if this status changes.

No access for sanctioned persons The End-User shall not sell, transfer, provide access to, or otherwise allow the use of any products or services by any sanctioned or restricted person, entity or jurisdiction.

Anti-corruption compliance The End-User has not made and shall not make any improper payment, gift or transfer of value, directly or indirectly, to any Government Official or any other person in violation of applicable anti-corruption laws, including bribery, kickbacks or facilitation payments.

Accurate information All information provided by the End-User to Seny Maritime for compliance or due-diligence purposes is accurate and complete, and the End-User shall promptly notify Seny Maritime of any material changes.

Internal compliance measures The End-User maintains reasonable internal controls and procedures designed to ensure compliance with applicable Trade Control Laws, including screening against Sanctions Lists where required.

Questions about this document? Email support@senymaritime.com.