| B2B Commercial Terms

TERMS & CONDITIONS

Effective Date: June 2026

01. General Applicability

These Terms & Conditions apply to business-to-business use of the SLY COMMERCE Ltd. website, commercial inquiries, wholesale discussions, partner portal access, quotes, order confirmations, proformas, invoices, and other written commercial communications unless a separate signed agreement states otherwise.

The website is provided for B2B informational and commercial inquiry purposes. Public website content does not create a binding offer, confirmed specification, reserved inventory, approved account, or final sales contract.

IMPORTANT NOTE: These Terms are intended for business customers acting for professional, trade, manufacturing, distribution, or institutional purposes. Consumer-facing retail rules may not apply to B2B transactions, but mandatory legal rights that cannot be excluded remain unaffected.

Any quote, price, order, lead time, payment term, delivery term, technical document, sample, or product commitment is valid only when confirmed through written communication, proforma, invoice, order confirmation, signed agreement, or partner portal confirmation issued or accepted by SLY COMMERCE Ltd.

02. Orders & Specifications

Orders and applications may be reviewed through official commercial channels or the partner portal where access has been approved. Account approval is discretionary and may depend on company verification, market, product family, documentation needs, volume, logistics, and compliance review.

Product information, samples, images, catalog descriptions, and website materials are provided to support B2B evaluation. They are not final specifications unless confirmed in writing for the exact product, batch, destination, and buyer account.

  • Custom and sample work: Custom matching, OEM, private label, sample, or development work may require feasibility review, written scope, agreed acceptance criteria, and written approval before production or supply. Pilot samples are for evaluation and should not be treated as final commercial specifications unless expressly confirmed.
  • Availability, MOQ, and packaging: Product availability, minimum order quantities, packaging formats, batch sizes, documentation, and lead times depend on product family, market, volume, production schedule, destination, and written commercial confirmation. Public pages do not guarantee any MOQ, pack size, availability, or delivery date.
  • Documents and buyer responsibility: Technical documents may depend on the product, batch, destination market, regulatory context, and account status. The buyer is responsible for verifying suitability, permitted use, labelling, import requirements, and compliance for its own application and local market.

03. Pricing & Payment

Any public or preliminary price information is indicative unless confirmed in writing. Final pricing may depend on product, volume, packaging, raw materials, documentation, currency, taxes, duties, transport, insurance, and destination requirements.

Commercial and billing terms are confirmed case by case in written communications, proformas, invoices, order confirmations, partner portal records, or signed agreements.

  • Currency and invoicing: Invoices may be issued in the currency stated in the relevant proforma, invoice, order confirmation, or agreement. Taxes, bank charges, duties, transport, insurance, and other third-party costs are handled as stated in the written commercial documents.
  • Price changes: Prices may change before written confirmation where input costs, packaging, logistics, currency, supply availability, or regulatory requirements change. Confirmed orders are governed by the written documents agreed for that transaction.
  • Payment terms: Payment terms are not fixed by the website. Prepayment, staged payment, payment against documents, credit terms, or other arrangements apply only when confirmed in writing for the buyer account or specific transaction.
  • Late payment: Late payment, suspension of supply, recovery costs, interest, or other remedies may apply according to the written agreement and applicable Bulgarian or EU law.

04. Shipping & Delivery

Shipping, delivery, export, import, documentation, and logistics arrangements depend on the product, destination, buyer/importer requirements, carrier availability, and written commercial confirmation. Lead times are estimates unless expressly confirmed.

Incoterms or other delivery terms may be used when expressly stated in a written confirmation, proforma, invoice, order confirmation, or agreement.

  • Delivery terms: No default Incoterm, port, carrier, or route is created by the website. Delivery terms, transfer points, freight responsibility, insurance, customs responsibilities, and risk transfer are determined by the written transaction documents.
  • Risk and title: Risk, title, inspection duties, and acceptance rules apply as stated in the relevant written documents and applicable law. Buyers should inspect goods promptly and notify SLY COMMERCE Ltd. of any issue in writing with reasonable supporting information.
  • Events outside reasonable control: Supply, production, documentation, or delivery may be affected by events outside reasonable control, including raw material shortage, logistics disruption, regulatory delay, border restrictions, industrial action, utility interruption, severe weather, or other force majeure events.

05. Warranties & Liability

Product warranties, specifications, shelf life, documentation, and quality commitments apply only as stated in the written documents for the specific product, batch, or transaction. General website content is not a warranty.

The following practical B2B principles apply unless the relevant written agreement states otherwise:

  • Industrial tolerances: Products may be subject to normal manufacturing, packaging, colour, sensory, or batch-to-batch tolerances. Any binding tolerance must be confirmed in the applicable product specification or written agreement.
  • Buyer checks and use: The buyer is responsible for checking goods, samples, documents, and suitability before use in its own products, processes, claims, labels, export markets, and customer applications.
  • Liability: Liability is handled according to the applicable written agreement and mandatory law. Nothing in these Terms is intended to exclude liability where such exclusion would be unlawful.
  • Commercial loss: To the extent permitted by applicable law and the relevant written agreement, SLY COMMERCE Ltd. is not responsible for indirect or consequential commercial losses that were not reasonably foreseeable or not directly caused by a confirmed breach.

06. Governing Law

These Terms and B2B communications with SLY COMMERCE Ltd. are governed by the laws of the Republic of Bulgaria, unless a separate written agreement validly states another governing law.

Any exclusion or application of international sales rules, including the CISG, should be confirmed in the written transaction documents or separate agreement where relevant.

DISPUTE RESOLUTION: Disputes should first be raised through direct written communication so the parties can seek a practical commercial resolution. Court venue or other dispute resolution rules will be determined by the applicable written agreement and mandatory Bulgarian procedural rules.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions should continue to apply to the extent permitted by law.