Art. 1 – Parties, trademark and definitions
1.1 Milano Engineering & Partners P. EOOD, a company incorporated under Bulgarian law with registered office at BLAGOEVGRAD, EIK/UIC 204258199, VAT No. 204258199, hereinafter “Milano Engineering”, also operates through the commercial trademark “OfficiaDomus”.
1.2 OfficiaDomus identifies the commercial and operational system through which Milano Engineering presents, coordinates and/or supplies goods, services, professional expertise, manufacturing, processing, installation and related activities, according to the specific engagement.
1.3 The “Client” is exclusively an economic operator, company, professional, entity or other party acting in the course of its business or professional activity. Consumer relationships are excluded, unless governed by a separate express contractual framework compliant with the applicable law.
1.4 “Partners” or “Network Operators” means professionals, manufacturers, companies, suppliers, installers, processing centres, consultants and other parties involved or introduced by Milano Engineering through OfficiaDomus.
Art. 2 – Purpose and scope of application
2.1 These Terms and Conditions govern B2B relationships relating to the supply of goods, provision of services, coordination activities, design, technical and organisational support, processing, installation and, where expressly agreed, the overall management of projects carried out by Milano Engineering through OfficiaDomus.
2.2 These Terms and Conditions apply to quotations, offers, orders, order confirmations, engagements and occasional or ongoing services that refer to them, unless expressly derogated from in writing.
2.3 In the event of conflict, the following shall prevail in this order: (a) the specific signed contract; (b) the order confirmation or accepted offer; (c) any special conditions; (d) these General Terms and Conditions.
2.4 A mere request for information or access to the OfficiaDomus website does not constitute acceptance of an engagement or an obligation to submit an offer.
Art. 3 – Nature of the relationship and role of Milano Engineering
3.1 Depending on the specific engagement, Milano Engineering may act as supplier of goods and/or services, commercial interface, technical and organisational coordinator, logistics support provider, party responsible for individual operational phases or, where expressly provided for in the contract or accepted offer, as the party responsible for the overall coordination of the project.
3.2 The nature, scope, limits and responsibilities of the engagement are exclusively those defined in the contractual documents relating to the individual project.
3.3 In the absence of an express contractual assumption, no coordination, assistance, introduction of operators or organisation of the supply chain shall automatically imply the assumption of the role or responsibilities of a general contractor, designer, works supervisor, contractor carrying out the works, or any other regulated professional role.
3.4 Services reserved by law to licensed or qualified professionals shall be performed exclusively by persons meeting the requirements laid down by the applicable legislation.
Art. 4 – Offers, orders and acceptance
4.1 Quotations, estimates and preliminary economic or technical indications do not constitute irrevocable offers and may be updated until written confirmation of the order or engagement.
4.2 Orders and engagements become binding on Milano Engineering only after written confirmation, acceptance of the offer or execution of the relevant contract.
4.3 Any changes requested after acceptance may result in changes to price, timing, execution methods and responsibilities, which must be approved in writing.
4.4 Milano Engineering may make acceptance of the engagement conditional upon receipt of technical documentation, measurements, surveys, authorisations, advance payments or other information necessary for proper performance.
Art. 5 – Prices, taxes and charges
5.1 Unless otherwise stated, prices are exclusive of VAT and any applicable taxes, duties, levies, customs charges, authorisation costs or other amounts.
5.2 Tax and VAT treatment shall be determined according to the nature of the transaction, the place of supply of goods or services, the status of the parties and the applicable national and European legislation.
5.3 Transport, packaging, unloading, installation, travel, meals and accommodation, rentals, special equipment and ancillary works are included only when expressly stated in the offer.
Art. 6 – Payments
6.1 Unless otherwise agreed in writing, payment shall be made in advance, in full before delivery, or according to the agreed progress-payment stages set out in the relevant offer or contract.
6.2 In the event of late payment, Milano Engineering may suspend supplies, processing, services, deliveries and coordination activities until payment is regularised, without prejudice to its right to late-payment interest and recovery costs provided for by the applicable law.
6.3 Suspension due to the Client’s default shall result in a corresponding adjustment of delivery or performance deadlines, without liability for delays directly arising from the suspension.
6.4 Partial disputes do not entitle the Client to suspend payments relating to supplies or services that are not disputed.
Art. 7 – Timeframes, impediments and force majeure
7.1 Unless expressly designated as essential in the contract or order confirmation, delivery or performance dates are indicative and are based on the information available at the time of the offer.
7.2 Deadlines shall be extended for the period reasonably necessary in the event of delays attributable to the Client, variations, lack of site availability, delays by third parties, unavailability of materials, logistics events, measures by public authorities, force majeure or other circumstances not reasonably within Milano Engineering’s control.
7.3 Any penalties, essential deadlines or specific liability for delay shall apply only if expressly provided for in writing in the contract relating to the individual project.
7.4 Milano Engineering shall inform the Client, where reasonably possible, of events that may significantly affect the agreed timeframes.
Art. 8 – Liability, third parties and limits of the engagement
8.1 Milano Engineering shall be liable for obligations expressly assumed and for activities directly performed or contractually placed under its responsibility, within the limits permitted by the applicable law.
8.2 Where Milano Engineering merely introduces, coordinates or puts the Client in contact with a third-party operator who contracts directly with the Client, responsibility for the third party’s performance remains with that third party, unless Milano Engineering expressly assumes such responsibility by contract.
8.3 Where, however, the third party’s supply or service forms part of the contractual obligation directly assumed by Milano Engineering towards the Client, Milano Engineering’s internal relationship with the third party shall not limit the obligations assumed by Milano Engineering under the relevant contract.
8.4 Milano Engineering shall not be liable for errors arising from inaccurate data, measurements, drawings or instructions provided by the Client or by persons appointed by the Client, nor for alterations, tampering, improper use or unauthorised interventions after delivery.
8.5 Any quantitative limitations of liability must be specifically set out in the applicable contract or offer and shall remain subject to any mandatory limits imposed by law.
Art. 9 – Inspection, delivery and claims
9.1 The Client shall inspect goods, processing and services upon delivery or as soon as reasonably possible.
9.2 Claims relating to quantities, transport damage, visible defects or immediately recognisable non-conformities must be notified in writing, with adequate documentation, within 8 days of delivery or performance, unless a different mandatory period is prescribed by law or by the contract.
9.3 Defects that are not immediately recognisable must be notified in writing within a reasonable period from discovery and in any event within the time limits provided by the applicable legislation and any contractual warranties.
9.4 Filing a claim does not entitle the Client to alter, dismantle or allow third parties to intervene on the disputed goods or works without prior authorisation where this could prevent technical verification of the causes.
Art. 10 – Confidentiality and handling of information
10.1 The Client undertakes to keep confidential all non-public commercial, technical and organisational information received in connection with OfficiaDomus, including economic conditions, names and terms of suppliers, operating methods, know-how, project documentation and information relating to the supply chain.
10.2 The confidentiality obligation shall remain in force for 5 years after termination of the relationship, unless the nature of the information or specific agreements require longer protection.
10.3 Any personal data processed in connection with the relationship shall be handled in accordance with the applicable legislation and the privacy notice provided by Milano Engineering.
10.4 Information already lawfully in the public domain, known prior to disclosure, lawfully received from third parties or whose disclosure is required by law or by the competent authority is excluded from the confidentiality obligation.
Art. 11 – Non-solicitation and protection of introduced relationships
11.1 With respect to opportunities, products, projects or assignments actually learned of or developed through OfficiaDomus, the Client undertakes not to circumvent Milano Engineering by entering into direct commercial contacts with suppliers, manufacturers, technical partners or other operators introduced by Milano Engineering where such contacts are aimed at directly or indirectly concluding the same transaction while avoiding OfficiaDomus’s commercial or organisational role.
11.2 The above obligation shall apply for 24 months from the last activity relating to the specific opportunity or from termination of the relevant relationship, unless otherwise agreed in writing.
11.3 This clause does not prevent independent and pre-existing relationships between the Client and the third-party operator, provided that such relationships can be documented and did not arise from the introduction made by OfficiaDomus.
11.4 Breach of this clause constitutes a material breach and entitles Milano Engineering to claim compensation for the actual loss suffered, in addition to any other remedies available under the law or the contract.
Art. 12 – Protection of commercial opportunities and the supply chain
12.1 OfficiaDomus applies a principle of protection and transparency to commercial relationships introduced within its network.
12.2 For the same product, site, project or commercial opportunity, Milano Engineering shall avoid knowingly handling competing requests that are incompatible with commitments already undertaken, unless the parties give informed consent or a different arrangement is agreed.
12.3 This principle does not grant the Client any general exclusivity, unless exclusivity is expressly agreed in writing with an indication of its scope, duration and conditions.
Art. 13 – Intellectual property and documentation
13.1 Trademarks, catalogues, projects, drawings, photographs, designs, documents, software, data and pre-existing materials, or materials supplied by Clients, Partners or third parties, remain the property of their respective owners.
13.2 Original drawings, content, documents, models, solutions and materials developed directly by Milano Engineering remain its property to the extent permitted by law and specific agreements, unless an assignment is expressly agreed in writing.
13.3 The Client may use the delivered materials only for the purposes and within the limits provided for by the relevant engagement. Reproduction, transfer, modification or use for further purposes is prohibited where not authorised by the holder of the relevant rights.
13.4 Payment for the service does not automatically entail the transfer of intellectual property rights unless expressly provided for by contract.
Art. 14 – Governing law and jurisdiction
14.1 Subject to any otherwise applicable mandatory rules, relations between Milano Engineering and the Client shall be governed by the laws of the Republic of Bulgaria.
14.2 Any dispute concerning the validity, interpretation, performance or termination of the relationship shall be subject to the exclusive jurisdiction of the courts at the place of Milano Engineering’s registered office, to be identified in the final version as “[TO BE COMPLETED] – Republic of Bulgaria”, except where mandatory rules provide for exclusive jurisdiction elsewhere.
14.3 The parties may agree in writing to negotiation, mediation or other dispute-resolution procedures before bringing proceedings before the competent court.
Art. 15 – Acceptance, effectiveness and final provisions
15.1 These Terms and Conditions shall be deemed accepted when referred to in an offer or other contractual document accepted by the Client, in an order confirmation, in a signed contract or by any other method that makes it possible to document the Client’s knowledge and acceptance thereof.
15.2 Mere use or browsing of the OfficiaDomus website, as well as a simple request for information, does not in itself constitute acceptance of these Terms and Conditions or conclusion of a contract.
15.3 If any clause is declared null, invalid or unenforceable, the remaining provisions shall continue in effect. Where necessary, the parties shall replace the invalid clause with a lawful provision that reflects as closely as possible the original economic purpose.
15.4 Amendments to these Terms and Conditions shall take effect for new relationships from the date of publication or communication; for existing relationships, the conditions referred to in the relevant contractual documents shall remain applicable unless otherwise agreed in writing.