Bio Bulgaria OOD

Last update: September 2022

Article 1: Definitions

In these general conditions the following terms will have the following meanings:

1.1 “Bio Bulgaria”:  Bio Bulgaria OOD, Sofia, Bulgaria VAT Number: BG131093046, EORI: BGC131093046ZZZZ1

1.2 “Terms”:  These General terms of sale and delivery.

1.3 “Buyer”: Anyone who purchases goods from Bio Bulgaria.

1.4 “Goods”: All the goods to be sold by Bio Bulgaria to the Buyer.

1.5 “Consequential Loss“: Means, inter alia, loss of profit, loss of business, loss of use, loss of production, loss of contract or economic loss or any other indirect or consequential losses or damages.

Article 2: Applicability

1. All quotations issued by and all agreements reached with Bio Bulgaria regarding the sale and delivery of Goods by Bio Bulgaria are exclusively subject to these Terms.
2. Applicability of the general terms used by the Buyer is hereby explicitly rejected.
3. Deviations from these Terms may be agreed onl­­y in writing and shall apply only once they have been explicitly confirmed to Buyer in writing by a representative of Bio Bulgaria.
4. Bio Bulgaria reserves the right to amend these Terms at any moment.

Article 3: Quotations

1. All quotations by Bio Bulgaria to the Buyer are entirely free of obligation and apply only for the duration of the period of validity. After acceptance they may be revoked by Bio Bulgaria within five days.
2. Any offer by Bio Bulgaria is subject to deliverability and/or availability of the Goods. Bio Bulgaria shall in all cases be entitled to modify the specifications as indicated in its quotations.
3. Bio Bulgaria applies a minimum amount of €800 per order. An administrative fee of €40 shall be invoiced for orders below this amount.

Article 4: Conclusion of agreements

1. An agreement with Bio Bulgaria is concluded, only if Bio Bulgaria has confirmed the agreement in writing by an authorized person.
2. With respect to the content of the agreement between parties, only what is stated concerning the agreement in the sales confirmation and in the Terms shall be decisive.

Article 5: Prices

1. Prices indicated on quotations and price lists of Bio Bulgaria do not include taxes and other levies. Bio Bulgaria is entitled to charge taxes, import duties, levies and other taxes imposed by the authorities whether or not known at the time the agreement was concluded.
2. The prices in quotations are based on the Incoterm stipulated in Bio Bulgaria’s sales confirmations. In the absence of such stipulation the rate is based on the EX Works value.
3. In the event of changes to prices and/or other factors that determine prices, such as exchange rates, wages, taxes, import and export duties, expenses, freight and the like change after an offer from Bio Bulgaria or an order from the Buyer, Bio Bulgaria has the right to adjust the prices in accordance. Bio Bulgaria has to notify the Buyer of these changes the moment that they become known to Bio Bulgaria.

Article 6: Payment

1. Payment of invoices is due within seven days of the invoice date, unless explicitly agreed otherwise in writing. Payment is to be transferred to a bank account indicated by Bio Bulgaria, in Euros and including VAT when applicable.
2. All legal and other costs incurred by Bio Bulgaria, arising from or relating to incorrect or untimely fulfilment of obligations by the Buyer including but not limited to court costs and reasonable lawyers fees, shall be entirely at the expense of the Buyer.

Article 7: Retention of title and transfer of ownership

1. All Goods to be and already supplied by Bio Bulgaria shall remain the exclusive property of Bio Bulgaria, until the Buyer has fulfilled all his obligations toward Bio Bulgaria with respect to the corresponding previous and subsequent Goods supplied by Bio Bulgaria, activities performed or yet to be performed.
2. The Buyer is not entitled to encumber the Goods in any way at all or to remove them in any other way from recovery by Bio Bulgaria, until ownership has been transferred.
3. The Buyer is required to treat Goods that have been supplied subject to retention of title with care and to retain them as identifiably the property of Bio Bulgaria, until ownership has been transferred to him.
4. The Buyer is required to insure the Goods at his own expense, for the duration of the retention of title, against loss or damage and to present the policies for these insurances to Bio Bulgaria for review at its first request.
5. If the Buyer is negligent in complying with his payment obligations to Bio Bulgaria, or if Bio Bulgaria has reason to fear that he will fail to fulfil these obligations, Bio Bulgaria shall be entitled to retrieve the Goods supplied subject to the retention of title immediately. After they have been retrieved, the Buyer shall be credited for the market value, which under no circumstances may exceed the original purchase price, less the cost of retrieval and any damages that Bio Bulgaria suffers as a consequence of taking the Goods back.
6. If Bio Bulgaria reclaims Goods as its property supplied according to this provision, Buyer shall indicate to Bio Bulgaria where the Goods are located and shall grant Bio Bulgaria access at any time to its sites and/or buildings to inspect the Goods and/or to enforce the rights of Bio Bulgaria.

Article 8: Supply and delivery times

1. The Buyer is required to take receipt of the Goods that Bio Bulgaria presents to him.
2. Unless agreed otherwise in writing, delivery shall be EX Works (Sofia, Bulgaria) pursuant to the Incoterms 2020. Bio Bulgaria shall notify the Buyer that the Goods are ready. The Goods are deemed to be delivered and the risk shall pass to the Buyer when ready for despatch.
3. The Buyer is required to take or arrange for receipt of the Goods to be supplied to him within seven business days upon receipt of Bio Bulgaria’s notification in Clause 8.2.
4. If the Buyer fails to take receipt of the Goods, Bio Bulgaria shall be entitled to store the products at the expense and risk of Buyer (if the storage facilities of Bio Bulgaria accommodate this). Bio Bulgaria shall be entitled from fifteen days after the term of delivery has lapsed to set aside the agreement, without prejudice to the right of Bio Bulgaria to compensation for damages and the right of Bio Bulgaria to sell the products to third parties.
5. The method of packaging shall be determined by Bio Bulgaria. Bio Bulgaria shall not take back the packaging.
6. Bio Bulgaria shall always be entitled to deliver in sections, which sections may be invoiced separately. The Buyer is required to pay all partial deliveries as provided in these Terms.
7. Stated delivery times of Goods or services are never to be regarded as strict deadlines for Bio Bulgaria, unless agreed otherwise in writing. Exceeding the delivery times will not entitle the Buyer to set aside the agreement, unless the delay lasts for more than four weeks.
8. The delivery time shall commence only after the agreement has been concluded, Bio Bulgaria is in possession of all data and materials necessary to start carrying it out, and any payment, to the extent required from the Buyer upon concluding the agreement, has been made.

Article 9: Inspection and complaints

1. The Buyer is required to inspect the quality and quantity of the Goods or services upon delivery. Any defects relating to the quality or quantity are to be reported in writing within 24 hours of delivery, listing the nature and scope of the complaints. Other complaints must in any case reach Bio Bulgaria within five business days after the Goods have been received. Without any timely and written notice, the Goods delivered or the services are deemed in conformity with the sales agreement, and complaints about them shall be forfeited and barred.
2. Bio Bulgaria and the Buyer shall regard the quantities indicated on the consignment notes as accurate.
3. The Buyer is required upon request from Bio Bulgaria to return to Bio Bulgaria the allegedly defective Goods within five business days after sending the complaint and at its own expense and risk, packaged in the same manner as by Bio Bulgaria.
4. Submitting a complaint shall never be any ground for suspending or to set off payment obligations the Buyer has toward Bio Bulgaria.
5. The Buyer, after discovering any defects, may no longer use or sell that item, except after receiving written permission to do so from Bio Bulgaria. Should the Buyer do so nonetheless, complaints shall not be accepted.
6. If a complaint is deemed justified by Bio Bulgaria, Bio Bulgaria shall supply substitute Goods, or, if that is not possible in the sole opinion of Bio Bulgaria, the Buyer shall be credited the amounts invoiced to him. Bio Bulgaria shall not be required to perform other services or to pay compensation for damages.
7. Bio Bulgaria shall not be required to supply substitute products or to reimburse the invoice value, if the defective products have not been provided to Bio Bulgaria on time, and/or the Buyer has not strictly observed the instructions for storing the products delivered, either causing spoilage or having made it possible and/or as a result of which the accuracy of the complaints expressed by the Buyer can no longer be investigated.

Article 10: Obligations of the Buyer in general

The Buyer guarantees that he:

1. Shall advertise the brands of Bio Bulgaria only in a manner that has been approved in writing by Bio Bulgaria.
2. Shall refrain from making negative statements about the name, brands and products of Bio Bulgaria.

Article 11: Liability and indemnification

1. Except in cases of intent or conscious recklessness on the part of its directors, Bio Bulgaria is not liable for any damage that the Buyer or a third party might suffer as a consequence of the Goods supplied by Bio Bulgaria.
2. In the event that it is established by the competent court or arbitral tribunal that Bio Bulgaria, despite the provision in the previous section, is liable for any of the damages meant there, its liability shall at any rate be limited to the amount that its Insurance would pay out or, if there is no insurance cover, for whatever reason at all, to the invoice value of the Goods or services it provided that relate to its liability but to a maximum amount of € 40,000.00.
3. The Buyer shall indemnify Bio Bulgaria from any claims by its agents, including its employees or representatives, and/or third parties, concerning damage for which Bio Bulgaria has excluded and/or limited liability towards the Buyer.

Article 12: Implementation by third parties / Transfer of rights

1. Bio Bulgaria shall be entitled to make use of services rendered by third parties in carrying out the agreement.

Article 13: Force majeure

1. Force majeure on the part of Bio Bulgaria shall in any case entail: any circumstance beyond its control that impedes fulfilment of the obligations to which these Terms apply, permanently or temporarily to the extent not already included in the previous description, force majeure shall similarly include: bans on transport, government measures including import and/or export restrictions and acts of any national or international control body in respect of establishing the organic status of the Goods, material change in organic regulations and/or applicable law, change of licence of said control body, industrial actions, sit-down strikes, absenteeism due to sickness of staff, epidemics or pandemics, transport problems, turmoil, acts of war, fires, water damage, defective machinery, interruptions in the power supply, sales prohibitions, sudden substantial increase in the price of energy or raw materials, anything at Bio Bulgaria or at its vendors as well as breach of contract by the suppliers of Bio Bulgaria that renders Bio Bulgaria unable to fulfil its obligations toward Buyer.
2. If in the view of Bio Bulgaria the force majeure is temporary, it is entitled to suspend carrying out the agreement until the circumstance causing the force majeure no longer occurs. If the force majeure situation lasts for more than sixty (60) days, both parties will be entitled to set aside in writing the agreement in full or in part, without being obliged to pay compensation for that reason.
3. If in the view of Bio Bulgaria the force majeure is permanent, it is entitled without any judicial intervention to adapt the agreement, to set aside entirely or in part or to terminate it immediately, without being required to provide any compensation for damages to the Buyer.
4. If Bio Bulgaria has already fulfilled part of the agreed obligations at the start of the force majeure situation, it shall be entitled to invoice the deliveries performed separately and in the interim, and Buyer is required to pay this invoice, as if it concerned a separate transaction.

Article 14: Intellectual and/or industrial ownership rights

1. All intellectual and/or industrial ownership rights, of both Bio Bulgaria and its vendors, on all Goods supplied or services rendered, shall be retained by Bio Bulgaria. The Buyer agrees not to violate or infringe upon these rights in any way, directly or indirectly, through use or in other respects, and acknowledges Bio Bulgaria as the entitled party in the matter.

Article 15 – Compliance

1. The Buyer accepts that on the basis of applicable regulations or upon request of a national control body such as Balkan Biocert or the Bulgarian food safety agencyor the, Bio Bulgaria may be obliged to furnish information or to identify the Buyer and to verify the identification. The Buyer shall fully cooperate in this respect. Bio Bulgaria will record and keep the required data in accordance with applicable regulations.
2. The Buyer accepts that the said duty to provide information prevails over the applicable privacy rules.

Article 16: Termination

1. Termination by the Buyer of an agreement concluded with Bio Bulgaria is possible only with consent from Bio Bulgaria. If Bio Bulgaria consents to the Termination, the Buyer shall owe Bio Bulgaria a contractual penalty of 25% of the invoice value (including VAT) forthwith.

Article 17: To set aside or termination of the agreement

1. Bio Bulgaria shall be entitled to set aside the agreement in whole or in part or give notice to terminate the agreement if there are good reasons to fear that the Buyer is not able or prepared to meet its contractual obligations towards Bio Bulgaria.
2. Should Bio Bulgaria set aside the agreement, it will be entitled without any warning or notice of default or judicial intervention being required to demand full payment of any amount that the Buyer owes Bio Bulgaria, all without prejudice to the right of Bio Bulgaria to compensation for damage and to suspend performance of its obligations with immediate effect as per these Terms.

Article 18: Set off

1. Bio Bulgaria shall in all cases be entitled to set off all claims from the Buyer against Bio Bulgaria with a monetary value against claims from Bio Bulgaria and companies that are in any way affiliated with Bio Bulgaria with the Buyer.
2. If the Buyer is in any way part of a group of companies, the Buyer shall also be considered in the sense of this clause as all companies belonging to that group in any way.

Article 19: Time limits

1. All claims on Bio Bulgaria will be time-barred one year after the agreed date of delivery.

Article 20: Applicable law and jurisdiction

1. All agreements concluded with Bio Bulgaria to which these Terms apply are exclusively subject to Bulgarian law. Applicability of the United Nations Conventions on Contracts for the International Sale of Goods is excluded.
2. Any disputes arising from the agreements concluded between DO-IT and the Buyer shall be exclusively brought before the court of Sofia.