GENERAL CONDITIONS For Sale Of Polygraphical Materials
By "EUROPAPIER-BULGARIEN" JSCo – Rousse, Bulgaria
Art. 1 “Europapier-Bulgarien” JSCo, taking into consideration the facts that:
• It sells polygraphical materials, which contracting is carried out based on the principle of good will and equal rights of parties to the contract;
• Negotiates unified conditions regarding procedures for taking orders, dispatching finished products ordered and settling disputes are contracted;
• “Europapier-Bulgarien” JSCo, being a loyal partner, applies unified price policy on a non-discrimination basis to all its customers and sets prices to all its polygraphical products and materials on the principle of mutual respect of economic interests of its partners for each and every order,
SELLS polygraphical materials in compliance with the hereby General Conditions, whereas any separate order, its type, terms and price are agreed in a Manufacture and Sales Contract or Order which is inseparable part to the said contract.
II. ACCEPTING ORDERS
Art. 2 Each specific order is considered as accepted under the condition that the Assignor has accepted the hereby legally binding General Conditions and the Technical Conditions of the European Confederation of the Industry for manufacture of cellulose, paper and cardboard (CEPAC), having the force of a contract, through signing polygraphical products Manufacture and Sales Contract, respectively the order for purchasing polygraphical production.
Art. 3 Since each order is subject to detailed concretization through a Manufacture and Sales Contract or order, no obligations arise from the hereby General Conditions for the Supplier, unless the Assignor specifies the type and quantity of the polygraphical products or materials or confirms the price quoted, at which the contract is to be concluded.
Art. 4 An order is considered accepted:
1. If it is confirmed by letter, fax or e-mail, signed by the Assignor;
2. In the event that the Assignor places an electronic order, it is assumed that he has read and accepted the hereby General Conditions, published on the Internet Site of the Supplier at: http://www.europapier-bg.com;
Art. 5 The price of the goods, designated for the Bulgarian market is set in Bulgarian Levs (BGL), for the EU member countries – in euros, while that of products for the foreign markets is set in foreign currency, as negotiated with the Assignor, on ex-works basis.
Art. 6 The price for each type of polygraphical material is considered agreed upon to the amount quoted by the Supplier purchase order, and duly confirmed by the Assignor by fax or other technical means, excluding the possibility of misinterpretation or misrepresentation of the statement, within 10 days from the date of sending the offer on part of the Supplier or within terms expressly quoted in the offer. If within this period no stand has been taken with regard to the offered price, it will be concluded that a silent consent has been granted.
Art. 7 The prices quoted do not include fees or taxes regarding settling custom’s documents, duties or bills, in case the Assignor’s headquarters are based outside the territory of the EU, as well as any fees or expenses required for loading and transportation of the production.
IV. DISPATCH AND SHIPPING
Art. 8 Dispatch and shipping of the polygraphical materials is carried out by transport vehicles owned or hired by the Supplier, unless in the Manufacture and Sale Contract or, respectively, in the purchase order, the Assignor has expressly stated, that he intends to use his own transport means.
Art. 9 In the event that dispatch and shipping is carried out by transport vehicles owned or hired by the Supplier, he bears the responsibility for preparing all required documents, in compliance with the CMR Convention, TIR-documents necessary and is responsible for the cargo identity appearing in all documents and the actual cargo in the respective vehicles. In such a case, the property of goods is transferred from the Supplier onto the Assignor at the moment of unshipping at an unloading point expressly said in the contract or in the purchase order.
Art. 10 The Parties negotiate that the Assignor, if having any objections as to the quantity and quality, is unconditionally and irrevocably obliged to prepare the documents for the driver of the respective vehicle to transport the items, without having any right to detain either the vehicle or the documents assuring unhindered passing through all custom’s points, until its return on the territory of the Supplier.
Art. 11 In case the Assignor breaches the heretofore clause and detains the vehicle or its accompanying documents, he bears full property responsibility before the Supplier and should indemnify him for the damage and losses incurred as well as for the unrealized profits, whereas the dispute is to be brought before the International Arbitration Court with the Bulgarian Chamber of Commerce and Industry, the decision of which is binding to the parties.
Art. 12 Payment of finished items or sold polygraphical materials is carried out in Bulgarian Levs (BGL), in euro or other currency according to the agreed conditions and payment terms stipulated in the specific Manufacture and Sale Contract.
Art. 13 When the payment is done after the due date, interest is paid in compliance with the clauses agreed with the respective Assignor.
Art. 14 The Supplier issues an invoice for the products and materials dispatched or shipped, having the requisites as stipulated in the VAT Law and the Rules for Application of the VAT Law.
Art. 15 In case the Assignor has not paid for already dispatched polygraphical materials, or the Supplier doubts the financial state and stability of the Assignor, he can terminate the fulfillment of the order.
Art. 16 Each of the parties has the right to lay claims regarding the other party, when any of the parties does not evince good will or correctness.
Art. 17 Claims regarding the quantity of the polygraphical materials dispatched are to be laid at the time of acceptance, drawing a report to that effect in the presence of the driver of the vehicle, if it is property of the Supplier. The Report is binding to the Supplier, if signed by a third independent party, authorized to perform surveillance activities in compliance with the legislation in the country of the Assignor, and on the condition that the inspection has been performed in the presence of the driver of the vehicle.
Art. 18 Claims regarding latent defects can be laid on the condition that the claim has been laid within three months from the date of receiving the items and if the Assignor has filled in completely and sent to the Assignee observational record for the faults.
Art. 19 The Assignor cannot lay claims regarding the quality of the polygraphical materials sold, which correspond to the quality certificate issued by their respective manufacturer and are within the tolerances (shipment weight, correct counting, grammage, thickness, size and right angle) stated in Art. 12 and further in the conditions of CEPAC.
Art. 20 At the event of accepted claim, the Supplier is obliged, at his own choice, to make an exchange, to offer a rebate or to issue a credit note for the relevant amount.
Art. 21 The Assignor is obliged to store the polygraphical materials in clean, dry and airy places.
1. Paper and cardboard - in places with temperature range from 19оC to 23оC and with relative humidity of the air from 50%.
2. Foils - in places with temperature range from 18оC to 22оC and with relative humidity of the air 55%.
The Supplier bears no responsibility if the Assignor does not ensure storage at the conditions listed above.
Art. 22 The Supplier bears no responsibilities if orders are not carried out due to force majeure circumstances. The presence of force majeure circumstances is regarded as defined by the Bulgarian Legislation and Court Practices regarding relieving the party from their obligations.
Art. 23 Clauses agreed additionally in written between the parties, different form the hereby General Conditions, are considered special and have priority within the framework of the parties’ obligations.
Art. 24 All disputes, arising from the hereby contract or pertaining to its interpretation, terms of validity, fulfillment or termination, as well as disputes regarding aspects unforeseen in it or its revisions regarding newly aroused circumstances, are to be settled at the Arbitration Court with the Bulgarian Chamber of Commerce and Industry, Sofia, in compliance with its Rules, based on arbitration agreements. If the dispute involves material interest up to 50 000 /fifty thousand/ levas or euros or currency with such value, the dispute is to be settled at the Arbitration Court with the Bulgarian Chamber of Commerce and Industry, in accordance with its Rules on expedient procedure.
Apart from the hereby General Conditions agreed upon, the parties are to always attempt to settle any disputes in an amicable way, taking into consideration their mutual interests.
The hereby General Conditions have been adopted and endorsed by the Directors Board of Europapier-Bulgarien JSCo in its capacity of a Supplier and constitute an integral part to the active up to the 1st of January 2010 contracts and to the concluded at a later date contracts.