GENERAL TERMS AND CONDITIONS OF SALE
Definitions
The terms defined in this section shall be used throughout these GTC with the meanings specified below:
“General terms and conditions” mean these general terms and conditions
“parties” means the SELLER and the BUYER;
“goods” means the products to be delivered by the SELLER to the BUYER within the scope of the delivery specified in a specific contract, annex, order, or delivery invoice.
Subject matter
Art. 1. (1) With these GTC, the SELLER and the BUYER regulate in principle the production and delivery, acceptance, and payment of the price of the goods manufactured by the SELLER.
Art. 2. The rules for production and delivery established by these GTC during their term of validity shall be binding on the parties, unless the parties have agreed otherwise in writing and unambiguously in each specific case.
Quality
Art. 3 (1). The goods subject to these GTC shall meet the quality requirements of the SELLER’s TS.
(2). The SELLER shall certify the quality of the goods by means of a manufacturer’s quality certificate signed by the internal quality control bodies operating at the SELLER.
Assignment of Production. Delivery Term and Shipping Conditions
Delivery Term and Shipping Conditions
Art. 4 (1) The BUYER shall prepare a written order stating the quantity of goods required. The SELLER shall expressly notify the Buyer that it accepts the order and shall inform the Buyer of the dates of shipment of the goods.
(2) The SELLER undertakes to strictly comply with the schedule agreed with the BUYER by delivering and handing over the goods at the specifically agreed location.
Delivery and acceptance. Right of ownership.
Art. 5 (1). The SELLER shall notify the BUYER of its readiness for shipment by means of a notification delivered in an appropriate and timely manner prior to the delivery date.
(2) The goods shall be delivered to the BUYER accompanied by a certificate, invoice, CMR, and customs declaration.
(3) The transfer and acceptance of the goods from the SELLER to the BUYER shall be carried out at the agreed place of delivery in accordance with Art. 6.2, by handing over and signing the documents referred to in paragraph 2.
(4) The right of ownership of the delivered goods shall pass from the Seller to the Buyer only after payment of the full price of the delivered goods. Regardless of this, the risk of loss or damage to the delivered goods shall pass to the BUYER upon delivery to the Buyer and the BUYER shall be responsible for the safe storage and maintenance of all goods while in its possession.
Terms of delivery
6.1. Unless otherwise agreed, each order will be ready 30 days after confirmation by the Seller of the Buyer’s written order.
6.2. Terms of delivery – DAP, unless otherwise agreed.
Transport
- (1). Unless expressly agreed otherwise in a supplementary agreement, the cost of transport is not included in the price of the goods and is payable separately by the Buyer.
(2). The terms of transport – the type of transport, the place to which the goods are to be transported, the obligation to select a carrier and conclude a contract, the price, and others – may be agreed upon by the parties in a supplementary agreement.
(3). Regardless of what has been agreed between the parties, they expressly agree that all expenses related to the transport of the goods, including, but not limited to, those resulting from delays of the goods at customs, ports or other locations, sanitary bans, late unloading, downtime, and others, shall be borne solely by the Buyer, and the Seller shall bear no responsibility.
Packaging and labeling
Art. 8 (1) The transport packaging shall be marked with information about the date of manufacture, change, gross/net weight in kg, and identification of the manufacturer.
(2) The costs of transport packaging and commercial marking of the goods are included in the price of the goods.
Prices and terms of payment
Art. 9 (1) The total and unit prices of the goods for each individual delivery shall be specified by the Seller in the confirmation of the Buyer’s order. If the Buyer does not object to these prices within one working day, they shall be deemed to have been accepted by the Buyer and shall be binding on both parties regarding the specific order.
(2). Unless otherwise expressly agreed between the parties, the goods shall be paid for by the BUYER within 30 days of delivery to the account specified in the invoice.
(3). All bank charges shall be borne by the BUYER.
(4). Payment shall be deemed to have been made on the date the amount is credited to the SELLER’s bank account.
(5). All costs related to customs duties, import, taxes, eco-taxes, any other fees, advertising, and distribution shall be borne by the Buyer and shall be paid additionally.
Complaints
Art. 10. (1). The Buyer has the right to make complaints regarding the quantities of the delivered goods at the time of delivery of the goods to the Buyer.
/2/. With regard to hidden defects in the material and/or workmanship of the goods that cannot be detected at the time of delivery, the Buyer shall be entitled to make complaints within 7 (seven) days of the date of delivery, provided that the transport packaging has not been tampered with.
/3/. The SELLER shall not be liable for defects resulting from improper use or storage of the goods by the BUYER, leading to their damage or destruction.
/4/. In the event of defects under paragraphs 1 and 2, the BUYER shall notify the SELLER in writing of their occurrence immediately after their discovery, by means of a complaint form.
/5/ The complaint form shall contain:
- Reference to the order under which the goods subject to complaint were shipped;
- Number and date of the invoice, CMR, and customs declaration.
- Reason for the complaint with the relevant findings;
- Date and place of inspection of the goods subject to complaint;
- Value of the complaint;
- The BUYER’s claim for the preferred method of settling the complaint after its receipt by the SELLER.
- Details of the person who made the complaint and their signature.
/6/ The SELLER shall review the complaint and decide on it within 10 (ten) days from the date of receipt of the complaint form.
/7/. The SELLER shall inform the BUYER of its decision on the complaint in writing.
/8/. Complaints regarding quantity and quality shall be settled by additional delivery of the missing quantity or by deducting a proportional part of the price, in accordance with an additional agreement between the parties. If no such agreement is reached, the choice of how to settle the complaint in terms of quantity shall be made by the Seller.
/9/. The manner of settling the complaint shall be agreed between the parties for each specific case, depending on the type and degree of non-conformity, but in accordance with the rules of paragraph 8.
/10/. The additional delivery or replacement shall be made no earlier than 10 (ten) days after the date of approval of the complaint by the SELLER, simultaneously with the delivery of the goods under the next order.
Responsibility of the buyer
Art. 11.(1). The BUYER declares that, prior to the conclusion of this contract, it has checked the applicable legislation in the territories/countries where it will sell and/or use the purchased goods in production, as a result of which it has become convinced beyond doubt that the composition of the goods (i.e., the content of raw materials, materials, chemical composition) does not conflict with local legislation, and that if such a conflict (non-compliance, incompatibility) is found, the BUYER shall be liable for it.
Non-performance. Penalties
Art. 12(1). In case of delay in payment of its due and liquid obligations, the BUYER shall owe the SELLER the amount due together with the statutory interest for the entire period of the delay. If the delay continues for more than one calendar month, the BUYER shall owe, in addition to the interest, a penalty of 5% (five percent) on the amount of the outstanding balance for each month of delay, until full payment, but not more than 40% of the amount of the outstanding balance.
(2) The parties shall not be liable for partial non-performance of their obligations if the non-performance is due to circumstances such as strikes, floods, fires, earthquakes, and other natural disasters, as well as production accidents and/or the outbreak of wars or military operations after the signing of this Agreement. The exemption from liability under the terms and based on this paragraph does not apply to the exemption from the obligations to pay for the delivered goods, and regardless of the existence of the above circumstances, the Buyer is obliged to pay the price within the agreed terms.
(3) The party whose performance is impeded must immediately or at the latest within five days notify the other party in writing of the commencement, expected duration, and estimated time of cessation of the circumstances impeding performance. Failure to notify or untimely notification shall deprive the PARTIES of their right to invoke the above circumstances as a reason for non-performance of their obligations.
(4) If, due to force majeure circumstances, one of the PARTIES is prevented, in whole or in part, from performing its contractual obligations for a period longer than two months, then the other party shall have the right to terminate the contract by sending a written notice to the other party.
Confidentiality
Art. 13. Any information related to the parties, their commercial activities, or the subject matter of the contract that becomes known to them during the performance of or in connection with this contract shall be confidential, and neither party shall have the right in any way, directly or indirectly, to disclose it to third parties or to take advantage of it.
Final clauses
Art. 14. (1) The parties shall send all communications and notifications to each other in writing only.
(2) The written form shall also be deemed to have been complied with when the communications and notifications are sent by telex, fax, e-mail, or other technical means that exclude the possibility of inaccurate reproduction of the statement.
(3) The parties may conclude separate contracts or annexes for specific goods. In case of conflict between the provisions of the specific contract and these General Terms and Conditions, the clauses of the specific contract shall apply.
(4) These General Terms and Conditions are binding on every Buyer of goods from the Seller, regardless of whether there is a specific contract or not, and by accepting the goods, the Buyer is deemed to have accepted these General Terms and Conditions.
(5) In the event of declared insolvency of the BUYER or in the event of circumstances which, in the opinion of the SELLER, indicate a deterioration in the financial situation of the BUYER or an increased risk of non-payment, the SELLER shall be entitled to demand advance payment for subsequent deliveries. Until payment is received, the SELLER shall be entitled to suspend deliveries without being liable for delay.
(6) In the event of an outstanding obligation of the BUYER to the SELLER, any payment made, regardless of the reason stated by the BUYER, shall be applied to settle the oldest obligation, with priority given to settling obligations for deliveries of goods that are no longer available to the BUYER.
(7) The parties shall resolve any disputes arising from the performance of this contract through negotiation and good will. If agreement cannot be reached, the parties shall refer the dispute to the competent court in the territory of the Plovdiv District Court.
(8) In the event of disputes, the applicable legislation in the Republic of Bulgaria shall apply, and the Convention on the International Sale of Goods shall not apply to this contract.