GENERAL PROVISIONS
1.1. These General Terms and Conditions apply to the sale of goods by
“City Gas” Ltd. with its registered office and address of management in Stara Zagora, Zahari Stoyanov No 14, fl. 1, ap.1 entered in the Commercial Register with the Registry Agency with UIC 201219383,
hereinafter referred to as the Seller, to natural or legal persons, hereinafter referred to as Buyer.
1.2. The General Terms and Conditions are further established provisions governing the relationship between the Seller and the Buyer under a sales contract.
1.3. The General Terms and Conditions shall have legal effect between the parties after:
1.3.1. The Buyer sends an inquiry to the Seller;
1.3.2. The buyer knew about the General Terms and Conditions or was obliged to know and did not contest them until the moment the goods were handed to him.
1.4. The parties in a written contract, in an annex to such a contract, in a delivery protocol, and/or in an invoice prepared according to the seller’s model, and/or a receipt drawn up according to the seller’s model may agree with each other and conditions other than the General Terms and Conditions. These conditions shall be specified in the relevant written document and shall have effect only for the specific sale. In this case, in case of non-compliance between the agreed by the parties and the General Terms and Conditions, the agreed force.
2. SUBJECT MATTER OF THE CONTRACT OF SALE
2.1. The Seller undertakes to transfer to the Buyer the right of ownership of the Goods, described in a written contract, in an annex to such a contract, in a delivery protocol and/or in an invoice prepared according to the seller’s model and/or a stock receipt prepared according to the Seller’s model, against a price that the Buyer undertakes to pay him.
2.2 Upon conclusion of a sales contract, the Buyer shall be licitated with the following documents:
2.2.1. for individuals – ID card
2.2.2. for legal persons and sole traders:
– Judgment;
– Optional state;
– Bulstat registration
2.3. Seller’s offers should be understood as subject to amendment without notice 5 days after the date of issue, unless expressly agreed otherwise.
2.4. Where the sale is made on the basis of samples, the characteristics of the samples shall not be considered as 100 % guaranteed. Samples shall be considered only as specimens showing the nature and type of the goods.
3. PRICE AND METHOD OF PAYMENT
3.1. The price of the Goods shall be entered in a written contract, in an annex to such a contract and/or in the delivery protocol, and/or in an invoice prepared according to the seller’s model and/or a receipt prepared according to the seller’s model based on the prices set by the Seller for the different types of goods.
3.2. If in the written contract, in an annex to such a contract, in a delivery protocol, and/or in an invoice prepared according to a model of the Seller, and/or a receipt drawn up according to a model of the Seller expressly states otherwise, it is assumed that the price of the Goods is not included value added tax.
3.3. The due price is paid upon delivery of the Goods.
3.4. Arrangement for advance or deferred payment of the price is permissible only if it is explicitly reflected in a written contract, in an annex to such a contract, in a delivery protocol, and/or in an invoice prepared according to a model of the Seller, and/or a receipt prepared according to the seller’s model.
3.4.1. Upon agreed in the written contract, in an annex to such a contract, in a delivery protocol, and/or in an invoice prepared according to the seller’s model, and/or a stock receipt prepared according to a model of the Seller deferred payment, the Seller may ask the Buyer for the issuance of a record of an order for the deferred amount.
3.4.2. At the price of the Goods above BGN 100,000, the Seller may ask the Buyer for additional commercial collateral: commercial pledge, bank guarantee, record of order, consent for immediate collection – certified by the servicing Bank, guarantor, mortgage, etc. At its discretion, the Seller may request additional commercial collateral in other cases.
3.5. Payment of the price is made by bank transfer to a bank account specified by the Seller.
3.6. All amounts of agreed deferred payments become due immediately if insolvency, liquidation or conversion proceedings are opened for the Buyer.
3.7. Payment by bank transfer is considered to have been made on the day of the crediting of the Seller’s bank account.
3.8. When paying by bank transfer, all bank expenses are at the expense of the Buyer.
4. RIGHTS AND OBLIGATIONS OF THE SELLER
4.1, The Seller transmits the Goods to the Buyer in accordance with the General Terms and/or Conditions and/or agreed in a written contract, in an annex to such contract, in a delivery protocol, and/or in an invoice prepared according to a model of the Seller and/or a receipt prepared according to the seller’s model.
4.2, If the Buyer is in delay in receiving the goods, the Seller may:
– to hand it over for preservation;
– sell it at market prices after notifying the Buyer;
– in the case of fast-moving goods, sell them without notice;
4.3 The costs incurred by the Seller in connection with actions under the preceding paragraph are at the expense of the Buyer.
5. RIGHTS AND OBLIGATIONS OF THE BUYER
5.1 The Buyer is obliged to pay the price of the Goods in the amount, in the manner and within the terms and conditions set out in the General Terms and Conditions or in a written contract, in an annex to such a contract, in a delivery protocol, and/or in an invoice prepared according to a model of the Seller, and/or a receipt prepared according to the seller’s model.
5.2. The buyer is obliged to receive and pick up the Goods.
5.3 The Buyer is obliged to review the goods within 3 days after its receipt and, if it does not meet the requirements, notify the Seller immediately. If the Buyer does not do so, the Goods shall be deemed to have been approved.
5.4. In case of hidden flaws of the Goods, existed before its sale. The buyer shall be entitled to:
– to request that it be replaced by a quality product;
– to request a corresponding price reduction, but not more than 10 (ten) percent of the price of the Goods.
5.5. The buyer’s right under the preceding paragraph shall be extinguished with the expiry of 15 (fifteen) days from the delivery of the Goods.
6. DELIVERY OF THE GOODS. PASSING OWNERSHIP AND RISK
6.1. The place of performance of the Seller’s obligation is its warehouse at its registered office in the Republic of Bulgaria. The delivery of the Goods takes place in the warehouse or stores of the Seller.
6.2. Delivery of the Goods to another place or to a carrier may be arranged, in which case the risk of its destruction and damage passes to the Buyer from the moment the Goods leave the Seller’s warehouse.
6.3. The seller is obliged to deliver the Goods within the agreed time frame. If such a period is not specified, buyer may request its transmission within a reasonable time.
6.4. If the Buyer does not appear to receive the Goods within the agreed period or after an invitation, if a term is not agreed, the Seller may terminate the contract without giving an additional period.
6.5. All goods sold and delivered by the Seller shall remain the property of the Seller until the final settlement of all buyer’s financial obligations to the Seller.
6.6. The Buyer has the right to resold the goods in question in the ordinary commercial order, provided that he fulfils his obligations under this contract or under other contracts concluded between the Seller and the Buyer.
6.7. Upon satisfaction of the Seller’s claims, the right of ownership automatically passes to the Buyer.
7. Failure. Effects
7.1. Each party shall have the right to terminate the contract if the other party is guilty of not fulfilling its obligation under it.
7.2. The Buyer may not terminate the contract if the quantity of goods handed over to him deviates marginally from what has been agreed.
7.3. In the case referred to in the preceding paragraph, the Buyer may request a corresponding price reduction.
7.4. In case of late payment, the Buyer owes the Seller a penalty of 1/360 of the Basic Interest Rate + 10 points of the outstanding price for each overdue day.
7.5. If the Buyer unreasonably refuses to accept the Goods (delay of the creditor), the Seller may terminate the contract by entitled to a penalty of 50 (fifty) % of the price of the goods. This penalty may also be offset by the price paid in advance or part thereof.
7.6. In case of failure to fulfil their obligations under item 1, the 9.3. the defaulting party owes a penalty of EUR 5 000 (five thousand).
8. Returns
8.1. The seller shall ensure that the goods sold comply with the standard specifications of the manufacturers and the certificates and declarations of conformity provided.
8.2.Any objections by the Buyer under points 5.3 and 5.4 shall be made in writing.
8.3. Objections and claims shall not be accepted if the deterioration of the quality of the products is due to improper loading, transport, unloading by the Buyer or non-compliance with the instructions for storage, use and handling of the products concerned described in the manufacturer’s technical documentation.
9. FINAL PROVISIONS
9.1. All communications and notifications between the parties will be in writing. The written form shall be deemed to have been kept in the case of fax communications or the use of any other technical means from which the message can be stored and evidence of its receipt.
9.2. The ingenuity of a clause of the General Terms and Conditions or of the additional terms and conditions does not result in the nothingness of another clause or of the contract as a whole.
9.3. The parties undertake not to give third parties information received at or in connection with the conclusion or performance of the contract.
9.4. For any dispute concerning the existence and operation of the concluded contract or in connection with its violation, including disputes and disagreements regarding the validity, interpretation, termination, performance or non-performance of the contract, as well as for all matters not settled in the General Terms and Conditions and in a written contract, the Bulgarian civil and commercial law shall apply, and the parties shall settle their relations by agreement. If no agreement is reached, the dispute shall be referred to the Competent Court Bulgarian seat of the Seller.
9.5. These General Terms and Conditions shall enter into force as of 1 January 2011 and shall apply until they are expressly repealed or replaced by others.
Established:
Miroslav Angelov
Manager
Engineering company City Gas Ltd.