SUPPLY & RESELLER TERMS AGREEMENT

1) Scope & Definitions

1.1 Products: Filasophia Adhesive & Release (including two-bottle kits with spatula), build plates (including nickel-plated stainless-steel or other approved print plates), and any agreed bundles or accessories.
1.2 Order: Buyer’s purchase order accepted in writing by Seller (email acceptable).
1.3 Seller: Filasophia OOD (Bulgaria). Manufacturing and logistics partner: ANAKS (Turkey).
1.4 Incoterms: Incoterms® 2020 apply.
1.5 Delivery & Tax Options: DAP, DDP and IOSS-based flows may be offered by Seller for specific territories and shipment types, as specified in this Agreement and/or order confirmations.

2) Prices, Currency, Taxes

2.1 Prices are in EUR unless otherwise agreed in writing.
2.2 MSRP and all B2B prices are exclusive of VAT and other indirect taxes.
2.3 Shipping/freight and any delivery-related charges follow the agreed Incoterm (DAP or DDP) and are specified in the offer / order confirmation.
2.4 Prices are valid for 30 days unless otherwise stated. Seller may adjust prices prior to acceptance in case of changes in materials, logistics costs or FX.

3) Minimum Order Quantities (MOQ) & Case Packs

3.1 Adhesive sets: minimum 10 pcs per order.
3.2 Plates: minimum 5 pcs per order.
3.3 Orders should follow standard case packs per SKU (e.g. 24 pcs/carton for adhesive kits; 4–10 pcs/carton for plates), unless agreed otherwise.

4) Orders, Acceptance & Changes

4.1 Orders become binding only upon Seller’s written confirmation.
4.2 Seller may accept partial quantities or split shipments with Buyer’s consent.
4.3 Changes or cancellations require Seller’s written approval; any related costs are borne by Buyer.

5) Payment Terms

5.1 Prepayment by bank transfer or by credit card prior to shipment, unless otherwise agreed in writing.
5.2 No set-off or withholding by Buyer unless required by law or expressly agreed.
5.3 In case of late payment, Seller may suspend deliveries and charge statutory/default interest.

6) Delivery, Title & Risk (Incoterms® 2020)

6.1 The applicable delivery term (DAP or DDP) and carrier (e.g. ShipEntegra, DHL or others) for each shipment shall be clearly stated in the Seller’s order confirmation and commercial documents.

6.2 DAP – Delivered at Place

• Incoterms® 2020: DAP – agreed delivery address.
• Seller arranges international transport.
• Risk passes to Buyer upon delivery at the named place.
• Import VAT, customs duties and local clearance fees at destination are payable by Buyer / Importer of Record, unless otherwise agreed in writing.

6.3 DDP – Delivered Duty Paid

• Incoterms® 2020: DDP – agreed delivery address.
• Only available where explicitly agreed and legally/operationally feasible.
• Seller (or its logistics partner) arranges transport and prepays import VAT, duties and standard clearance charges via its appointed broker/representative.
• Buyer receives the goods without additional import tax payment, except for extra services requested directly from the carrier (e.g. re-delivery, address change, storage, remote area surcharges).
• If DDP cannot be applied due to Importer of Record / representation constraints, DAP applies instead.

6.4 Title to the goods passes upon full payment, unless mandatory law provides otherwise.

7) VAT & Indirect Taxes (EU, IOSS & Non-EU)

7.1 All B2B prices are quoted net of VAT. Final tax treatment depends on destination, Incoterm and Buyer’s status.

7.2 Standard DAP Shipments
For shipments under DAP:

• Seller does not charge destination-country VAT (unless a specific local arrangement applies).
• Buyer / Importer of Record is responsible for import VAT, duties and local charges at destination.

7.3 IOSS – EU B2C < EUR 150 (where used by Seller)

• For eligible EU B2C shipments under EUR 150, Seller may use its IOSS registration to collect destination VAT at checkout.
• In such cases, import VAT is reported via IOSS and should not be re-charged to the consignee at delivery.
• The IOSS identification is transmitted electronically (EDI) and is not printed on parcel labels or customer-facing invoices.

7.4 DDP Shipments

• Where DDP is explicitly agreed, import VAT and duties are prepaid by Seller or its logistics partner.
• Included taxes/charges are reflected in the commercial documentation.

7.5 For non-EU destinations outside any IOSS or DDP configuration, Seller does not charge EU VAT; Buyer/Importer of Record is responsible for local VAT and duties.
7.6 Tax treatment ultimately follows applicable law and the confirmed logistics setup. If the Incoterm or route changes, pricing and tax handling may be adjusted.

8) Customs, Origin & Documentation

8.1 Standard country of dispatch: Turkey, with goods shipped directly from ANAKS on behalf of Filasophia OOD.
8.2 Country of origin for Products manufactured by ANAKS is typically Turkey, unless indicated otherwise per SKU.
8.3 Where applicable, preferential proof of origin (such as CO, A.TR, EUR.1) may be issued/declared.
8.4 HS codes are indicated on commercial documents to the best of Seller’s knowledge; final classification is determined by destination customs.
8.5 Documentation may be structured for neutral/blind delivery; ANAKS export invoices and internal documents are for customs/internal use only and are not to be disclosed to end-customers.

9) Packaging, Compliance & Safety

9.1 Products are packed in export-quality packaging; pallets and protective materials are used where needed.
9.2 Buyer shall comply with SDS/CLP and local regulatory requirements for storage, labelling, transport and resale.
9.3 If any dangerous goods requirements apply, Seller will inform Buyer; Buyer must follow relevant carrier and legal requirements.

10) Free-of-Charge (FOC) Items

10.1 Adhesive kits may include tools/accessories (e.g. spatula) as complimentary items.
10.2 FOC items may appear at 0 EUR on documents for customs transparency and are not intended for individual resale.

11) Inspection, Returns (RMA) & Warranty

11.1 Buyer shall inspect goods upon receipt and record visible damage/shortage on the carrier document; hidden defects must be notified within 7 calendar days with evidence.
11.2 Upon verification of defects, Seller may replace affected goods or issue a credit, at its discretion.
11.3 Non-defective returns require Seller’s prior written consent; returns must be unopened, resaleable, and shipped DAP to Seller’s nominated returns address. A restocking fee (e.g. 10%) may apply.
11.4 Warranty: 12 months against manufacturing defects under normal, intended use; misuse or non-compliant application is excluded.

12) MAP & Online Marketplaces

12.1 Seller may define Minimum Advertised Price (MAP) policies; Buyer agrees to comply.
12.2 Buyer may not list Products on Amazon or similar marketplaces without Seller’s prior written consent.

13) Intellectual Property

13.1 “Filasophia” trademarks, designs and marketing materials may only be used with Seller’s written approval and solely to promote genuine Products.
13.2 No repackaging, re-labelling or modification without Seller’s prior written consent.

14) Marketing Support

14.1 No automatic co-op marketing accrual applies. Any marketing support must be pre-approved in writing.

15) Compliance, Sanctions & Data Protection

15.1 Buyer shall comply with applicable export/import, sanctions and end-use regulations.
15.2 Personal data is processed only as necessary to perform this Agreement, in line with applicable data protection laws (including GDPR where relevant).

16) Force Majeure

16.1 Neither Party is liable for delays or non-performance caused by events beyond its reasonable control. The affected Party shall notify the other without undue delay.

17) Governing Law & Jurisdiction

17.1 This Agreement is governed by the laws of Bulgaria.
17.2 The Parties submit to the exclusive jurisdiction of the courts of Plovdiv, Bulgaria.

18) Miscellaneous

18.1 This Agreement (and its annexes) constitutes the entire agreement between the Parties on the subject matter.
18.2 Amendments must be in writing and confirmed by both Parties (electronic signatures permitted).
18.3 If any provision is held invalid, the remaining provisions stay in force.
18.4 This Agreement may be executed electronically and in counterparts.