General Terms & Conditions of Business

Effective Date: 1 September 2025
Governing Language: English version prevails.

0. Definitions

1. 0.1 "Profiants" is used in these General Terms and Conditions as the short name for "Profiants Technologies Ltd.", UIC (Unified Identification Code) 200284392, with its registered office and business address at Trakia 193A, 4023 Plovdiv, Bulgaria.
2. 0.2 "Client" means any individual or legal entity that sends an enquiry, accepts a quotation, places an order, or purchases products or services from Profiants.
3. 0.3 "Business Day" means any day of the week, excluding public holidays in the Republic of Bulgaria.
4. 0.4 "Order" means any purchase request submitted by the Client through the website or by email.
5. 0.5 "Written Confirmation" means confirmation of an order sent by email or through the platform.
6. 0.6 "Product Made to Client Specification" means any product or service manufactured, assembled, or performed based on files, drawings, specifications, or other data provided by the Client.
7. 0.7 "DFM Review" means a Design for Manufacturability review carried out before the start of production in order to check whether the project is suitable for manufacturing.

1. General Provisions

1. 1.1 These General Terms and Conditions apply unless the parties have expressly agreed otherwise in writing.
2. 1.2 These Terms apply to all quotations, orders, deliveries, and services provided by Profiants. By accepting a quotation, placing an order, or making a payment, the Client confirms that they have read and accepted these General Terms and Conditions.

2. Prices and Payment

1. 2.1 All prices are exclusive of VAT, shipping, and packaging costs unless stated otherwise.
2. 2.2 Quoted prices are indicative and subject to review after verification of the files provided.
3. 2.3 Any price calculated through the online quotation form is indicative only and becomes valid only after written confirmation and successful DFM review.
4. 2.4 Prices remain valid for a period of 2 months unless stated otherwise.
5. 2.5 Profiants may adjust prices in the event of changes in material costs or currency exchange rates.
6. 2.6 Full advance payment is required unless otherwise agreed in writing.
7. 2.7 All bank charges shall be borne by the Client (please use the "OUR" option for international bank transfers).
8. 2.8 In the event of late payment, Profiants reserves the right to charge statutory interest for late payment in accordance with the applicable legislation.
9. 2.9 Where overdue amounts exist, Profiants reserves the right to suspend production, processing, shipment, or delivery of current and future orders until all outstanding amounts have been paid in full.
10. 2.10 Profiants may require full or partial advance payment for future orders from Clients with a history of late payments.
11. 2.11 Any payment received may, at the discretion of Profiants, be applied to the Client's oldest outstanding invoices first.
12. 2.12 Any objections regarding issued invoices must be submitted in writing within 7 calendar days of receipt.

3. Orders

1. 3.1 An Order becomes binding only after Written Confirmation has been issued.
2. 3.2 Any objections must be submitted in writing within 2 Business Days after the Written Confirmation has been received.
3. 3.3 Orders for Products Made to Client Specification cannot be cancelled once execution of the Order has commenced. Execution shall be deemed to have commenced upon the performance of a DFM Review, engineering preparation, purchase or ordering of materials, components, printed circuit boards, stencils, preparation of production equipment, or any other activity related to the fulfilment of the Order.
4. 3.4 A quantity deviation of up to ±10% is acceptable and shall not constitute grounds for complaint.

4. Delivery Times

1. 4.1 Stated lead times are estimates based on the information available at the time of order confirmation. Profiants makes reasonable efforts to meet such lead times but shall not be liable for delays caused by circumstances beyond its reasonable control.
2. 4.2 The lead time starts after file approval and receipt of full payment.
3. 4.3 Any stated delivery dates refer to the date of dispatch from our facility.
4. 4.4 Profiants shall not be liable for delays caused by third parties, customs authorities, carriers, suppliers, force majeure events, or other circumstances beyond its reasonable control.
5. 4.5 Unless otherwise agreed in writing, a delay in delivery shall not entitle the Client to cancel the Order or claim compensation.
6. 4.6 In the event of delayed payment, all agreed production and delivery lead times shall be automatically extended by the duration of such delay.

5. Tools, Stencils and Production Fixtures

1. 5.1 Unless otherwise agreed in writing, all tools, stencils, production fixtures, and similar manufacturing equipment remain the property of Profiants.
2. 5.2 Profiants will store such tools, stencils, and production fixtures for a period of 24 months after the last related Order. After this period, Profiants may dispose of them without further notice.
3. 5.3 Additional setup, reactivation, or replacement charges may apply where tools, stencils, or production fixtures require modification, refurbishment, or recreation.

6. Cancellation

1. 6.1 Cancellation is not permitted once execution of the Order has commenced in accordance with Section 3.3.
2. 6.2 If Profiants agrees to a cancellation request, the Client shall be responsible for all costs incurred up to that point, including materials, engineering work, production activities, administrative costs, and any third-party charges.
3. 6.3 Profiants reserves the right to cancel an Order without liability in cases of force majeure, legal restrictions, technical impossibility, or other circumstances that make fulfilment of the Order impossible or unreasonable.

7. Complaints and Claims

1. 7.1 Visible defects, shortages, transport damage, or other apparent non-conformities must be reported in writing within 7 calendar days of receipt of the delivery.
2. 7.2 Manufacturing defects or non-conformities that cannot reasonably be identified during normal incoming inspection must be reported in writing immediately after discovery.
3. 7.3 Following verification of a justified claim, Profiants may, at its discretion, repair, replace, or refund all or part of the affected products.

8. Retention of Title

1. 8.1 All products remain the property of Profiants until full payment of all amounts due for the respective Order has been received.

9. Warranty and Limitation of Liability

1. 9.1 Profiants warrants that the products supplied comply with the agreed manufacturing specifications and the manufacturing data provided by the Client.
2. 9.2 Profiants does not guarantee that products manufactured or assembled according to Client specifications will be suitable for a particular application, achieve a specific performance level, or fulfil the intended purpose of the Client.
3. 9.3 Profiants shall not be responsible for defects, malfunctions, delays, or additional costs resulting from errors, omissions, inaccuracies, or inconsistencies in files, drawings, specifications, BOM data, firmware, or other information provided by the Client.
4. 9.4 The Client is solely responsible for verifying the correctness and completeness of all submitted files, specifications, technical data, component selections, values, polarities, footprints, placement information, and circuit design.
5. 9.5 Unless expressly agreed in writing, Profiants does not perform electrical validation, functional verification, design review, engineering approval, or suitability assessment of Client designs.
6. 9.6 Profiants' liability shall be limited to the value of the respective Order or the proven affected portion thereof.
7. 9.7 Profiants shall not be liable for any indirect, consequential, incidental, special, financial, or business losses, including loss of profit, loss of revenue, loss of production, loss of data, or loss of business opportunity.
8. 9.8 Any claims relating to manufacturing defects or non-conformities must be submitted in writing within 30 calendar days of receipt of the products.
9. 9.9 No claims shall be accepted for products that have been modified, repaired, reworked, improperly stored, improperly handled, or used in a manner that prevents objective evaluation of their original condition.

10. Client-Supplied Materials, Components and Files

1. 10.1 Where materials, components, printed circuit boards, firmware, or other items are supplied by the Client, Profiants shall not be responsible for their origin, quality, conformity with specifications, functionality, or suitability for a particular purpose.
2. 10.2 The Client is responsible for the accuracy of all quantities, batch numbers, technical specifications, files, revisions, and accompanying documentation supplied to Profiants.
3. 10.3 Profiants shall not be liable for defects, production issues, reduced yield, delays, or additional costs resulting from missing, damaged, non-conforming, incorrect, or insufficient materials, components, printed circuit boards, firmware, or other items supplied by the Client.
4. 10.4 If shortages, non-conformities, or damage are identified in Client-supplied materials or components, Profiants reserves the right to suspend execution of the Order until suitable corrections, replacement materials, or additional quantities have been provided.
5. 10.5 Unless expressly agreed in writing, Profiants does not perform incoming inspection, functional testing, authenticity verification, or full validation of Client-supplied materials, components, printed circuit boards, firmware, or other items.

11. Intellectual Property and File Responsibility

1. 11.1 The Client confirms that all files, drawings, specifications, software, trademarks, designs, and other materials provided to Profiants are owned by the Client or that the Client has the legal right to use and provide them for the purpose of fulfilling the Order.
2. 11.2 The Client is solely responsible for ensuring that the submitted files, data, and materials do not infringe any intellectual property rights, copyrights, patents, trademarks, trade secrets, or other rights of third parties.
3. 11.3 Profiants shall not be liable for any claims, damages, losses, costs, or legal expenses arising from the use of files, data, or materials supplied by the Client.
4. 11.4 Files and production data may be stored by Profiants for manufacturing, repeat orders, quality control, traceability, and customer support purposes, unless otherwise agreed in writing.
5. 11.5 Unless otherwise agreed in writing, the Client grants Profiants the right to use the submitted files and production data solely for the purpose of fulfilling the Order and providing related services.

12. Export Controls and Sanctions

1. 12.1 The Client is responsible for complying with all applicable export, import, re-export, transfer, and end-use restrictions relating to the products in the country of final destination.
2. 12.2 Profiants does not supply products or services to sanctioned individuals, organisations, entities, or regions subject to applicable sanctions or trade restrictions.

13. Data Protection

1. 13.1 The processing of personal data is governed by Profiants' Privacy Policy and the applicable data protection legislation.
2. 13.2 By submitting an enquiry, placing an Order, or using Profiants' services, the Client acknowledges and agrees to the processing of personal data as described in the Privacy Policy.

14. Governing Law and Jurisdiction

1. 14.1 These General Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.
2. 14.2 Any disputes arising out of or in connection with these General Terms and Conditions, the products, or the services provided by Profiants shall be subject to the exclusive jurisdiction of the competent courts in Plovdiv, Bulgaria.

15. Changes to These Terms

1. 15.1 Profiants reserves the right to amend these General Terms and Conditions at any time. The current version will be published on the website.
2. 15.2 Updated versions shall become effective upon publication unless stated otherwise.
3. 15.3 It is the Client's responsibility to review the current version of these General Terms and Conditions before placing an Order.

16. Final Provisions

1. 16.1 If any provision of these General Terms and Conditions is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.
2. 16.2 Failure by Profiants to enforce any right or provision under these General Terms and Conditions shall not constitute a waiver of such right or provision.
3. 16.3 These General Terms and Conditions constitute the entire agreement between the Client and Profiants with respect to the products and services provided by Profiants and supersede any prior agreements, understandings, or communications relating to the same subject matter.