GENERAL TERMS AND CONDITIONS FOR SALE, DELIVERY, PAYMENT AND COMPLAINT

Version 01.01.2025

1. Applicability

1.1 These General Terms and Conditions (hereinafter referred to as “GTC“) are applicable to all supplies and services of Kraft Bulgaria Ltd (hereinafter referred to as “Kraft Bulgaria“), even if not mentioned in subsequent orders, contracts, offers and/or order confirmations. Terms and conditions of the customer which contradict, supplement or deviate from these GTC shall not form part of the order/contract/offer/order confirmations unless their applicability is expressly approved by Kraft Bulgaria in writing. These GTC are applicable even if Kraft Bulgaria accepts delivery and service from the customer without objection, although it is aware of the customer’s conflicting or deviating terms and conditions.

1.2 Arrangements which supplement or deviate from these GTC, and which are concluded between the customer and Kraft Bulgaria for the performance of a contract and/or order must be set out in writing in the contract and/or order. This also applies to any waiver of the written form requirement.

1.3 The following GTC for trade, delivery, warranty, payment and complaints with Kraft Bulgaria apply to all orders/contracts, deliveries and other services, including advice and information. They also apply to all future orders/contracts with the Customer and to future supplies and consultancy.

1.4 All rights outside these GTC that Kraft Bulgaria may have by law remain unaffected.

2. Offer, order confirmation and/or contract conclusion

2.1 Offers from Kraft Bulgaria are subject to change and are not binding unless expressly stated to be binding.

2.2 The images, drawings, information concerning weight, dimensions, performance and consumption as well as other descriptions of the goods in the documentation relating to the offer are indicative only, unless expressly stated to be binding. They do not constitute an agreement or guarantee of the respective quality of the goods.

2.3 Kraft Bulgaria reserves all ownership rights and copyrights to the offer documents. Such documents may not be made available to third parties.

2.4 The Customer shall be bound by its order submitted to Kraft Bulgaria in writing. Orders in writing shall be deemed to be both those sent by e-mail and those made by means of electronic systems, with or without signature thereon.

2.5 If an order confirmation issued by Kraft Bulgaria contains obvious errors, misspellings or miscalculations, it is not binding on Kraft Bulgaria. The Customer is obliged to request a correction within 1 (one) day after it has been provided with the relevant order confirmation.

2.6 The content of the order confirmation by Kraft Bulgaria, and if such is not available, of the goods receipt and/or the invoice, is relevant to the amount of the delivery and the service provided. In the event of a deviation from the order, the customer shall be deemed to have accepted it if it does not file any claim in writing within 1 day.

2.7 If no written order confirmation is issued, Kraft Bulgaria may accept orders by making deliveries or providing services.

2.8 Unless otherwise expressly agreed in writing, the subject matter of the order/contract shall be limited to the supply of goods that meet the required quality. Unless otherwise expressly agreed in writing, the required quality of the goods shall be agreed upon in a binding manner in the technical specification and/or in other accompanying technical documents where such are expressly requested by the customer. The goods shall not be required to conform to the condition of a sample or model provided by Kraft Bulgaria to the customer prior to the conclusion of the order/contract.

2.9 Contracts/orders sent to Kraft Bulgaria oblige the customer to accept and pay for the goods or services ordered.

3. Prices and payment condition

3.1. Prices are quoted in the relevant currency and, unless otherwise agreed, prices are subject to FCA within the meaning of Incoterms®2020 (ex-works or ex-warehouse of Kraft Bulgaria from where the goods are handed over to the carrier or customer). The price quoted does not include additional costs such as, but not limited to, packing, freight and/or insurance. Any additional costs incurred in Bulgaria and, if applicable, abroad, in connection with the delivery shall be borne by the customer, unless otherwise agreed between the parties. If the customer does not receive an order confirmation or if it does not contain price information, the price agreed between the parties shall apply. The statutory VAT shall be stated separately on the invoice at the statutory rate applicable on the day of issue of the invoice.

3.2. Material price increases, price increases on the part of our suppliers, increased taxes and fees, as well as price increases due to force majeure entitle us to adjust the related prices accordingly.

3.3. Payment of the obligations by the customer shall be made in accordance with the terms and conditions set out in the invoices issued by Kraft Bulgaria.

3.4. Payment shall be deemed to have been made on the date on which Kraft Bulgaria is given the opportunity to dispose of the amount due.

3.5. In the event of late payment by the customer, Kraft Bulgaria shall be entitled to charge interest at the rate of 1% of the invoice value for the period from the due date until the payment is received. All agreements for partial payments only apply when agreed in writing between the parties and when the agreed payments are made. In the event of non-compliance with a partial payment agreement, we shall be entitled to demand immediate payment irrespective of the due date of any instalment.

3.6. Kraft Bulgaria shall be entitled to use the payments made by the customer first to repay the oldest debts of the latter. If costs and interest have already accrued, Kraft Bulgaria is entitled to use the payments first to cover costs, then interest and finally the principal.

3.7. Customer counterclaims may only be used to set off or enforce a customer’s lien if they have become final pursuant to a court judgment or if they are uncontested. A lien may only be exercised by the customer if his counterclaim is based on the same contractual relationship.

3.8. In the event that the customer fails to comply with its payment obligation or becomes insolvent, Kraft Bulgaria shall be entitled to suspend the implementation of the contract. In the event of the customer’s insolvency, the entire amount shall become immediately due, including instalments due at a later date. If any dues are not paid immediately, Kraft Bulgaria shall be entitled to demand the subject matter of the transaction without regard to any rights of lien on the part of the customer.

4. Delivery

4.1.Our obligation to deliver may be fulfilled provided that delivery to us has also been correct and complete, except in cases where we are at fault for non-performance.

4.2 Delivery times and dates are binding on Kraft Bulgaria only if Kraft Bulgaria expressly states or confirms that they are binding.

4.3 Agreed delivery deadlines shall be deemed to have been met if the goods are handed over to the person responsible for transporting them to Kraft Bulgaria before this deadline has expired, or if Kraft Bulgaria has sent a message that they are ready for dispatch but have not been collected from the management address or warehouse because the customer has declared that he will not accept the goods.

4.4 If assistance from the customer is required for the performance of the agreed deliveries or for the provision of the services of Kraft Bulgaria, the customer shall promptly provide all necessary and appropriate information and data.

4.5 Kraft Bulgaria is entitled to make partial deliveries and provide partial services. Unless expressly agreed otherwise, early deliveries and services are permitted.

4.6. When fulfilling customer orders, it is permissible for Kraft Bulgaria to deliver quantities +/- 10% of the confirmed quantities, which will be reflected in the invoice issued to the respective order.

4.7 In the event that the customer fails to perform acceptance or breaches other obligations to cooperate, Kraft Bulgaria shall be entitled to claim compensation for damages caused thereby, including but not limited to any additional costs and storage costs. All other claims shall remain unaffected. Kraft Bulgaria shall be entitled, after setting a reasonable further deadline, to dispose of the goods differently and to deliver new goods to the customer within a reasonably extended deadline.

5. Dispatch and risk transfer

5.1 Unless otherwise expressly agreed, delivery shall be made on an FCA basis within the meaning of Incoterms®2020 (ex-works or ex-warehouse of Kraft Bulgaria from where the goods are handed over to the carrier or the customer), i.e. the risk of accidental loss or damage to the delivered items shall pass to the customer as soon as the delivered items are handed over to the carrier or the customer or are removed from the warehouse for dispatch. This also applies to partial deliveries or if it is agreed that the dispatch is at the customer’s expense or free of charge.

5.2 If there is a delay in the delivery of a consignment due to the fault of the customer, the risk passes to the customer from the day the goods are ready for shipment and Kraft Bulgaria notifies the customer of this.

5.3 In cases where Kraft Bulgaria chooses the method of dispatch, the route of dispatch and/or the person who will carry out the dispatch, Kraft Bulgaria shall only be liable for willful, wrongful or grossly negligent conduct resulting from such choice.

5.4 Kraft Bulgaria shall not be liable for damage to the integrity of the packaging during transportation and shall have no obligation to insure the goods.

6. Right of ownership

6.1 The goods delivered shall remain the property of Kraft Bulgaria until all claims owed to it by the customer have been paid in full.

6.2 The customer shall treat all goods for which title is retained and so long as title is retained with due care, namely the customer shall sufficiently insure the goods at his own expense against damage by fire, flood and theft for their replacement cost. The customer hereby assigns to Kraft Bulgaria all claims for compensation arising from such insurance. Kraft Bulgaria hereby accepts the assignment. Upon request, the customer shall provide Kraft Bulgaria with proof of the insurance policy.

6.3 In the event of any distraints or other claims over goods delivered but not paid for to us, our ownership must be declared by naming our company and address. In the event of a lien, we must be notified immediately. In the event that the delivered goods are sold despite the prohibition, then our title shall pass to the claim arising from such sale. As soon as the customer’s third-party claim arises, the customer is obliged to notify its client of our title. The customer shall bear all costs for which it is responsible, and which are necessary to divert the claim and recover the goods, if and insofar as these costs cannot be recovered from the third party.

6.4 In the event of non-payment by the customer, Kraft Bulgaria shall be entitled to terminate the order/contract without prejudice to its other rights. The customer shall immediately provide Kraft Bulgaria or a third party designated by Kraft Bulgaria with access to the goods for which title is retained, hand over the goods and notify Kraft Bulgaria of their location.

6.5 If the goods for which title is retained are processed, combined or mixed with other goods not owned by Kraft Bulgaria, the latter shall acquire a share of co-ownership in the new item equal to the ratio of the value of the goods supplied to the value of the other items processed during processing. The customer stores the new items on behalf of Kraft Bulgaria. In all other respects, the item created by processing or alteration shall be governed by the same provisions as the goods for which title is retained.

7. Warranty, replacement, liability

7.1.In order for the customer to have rights in relation to defects, it is required that it has complied with its statutory obligations to inspect and notify defects of the goods received in accordance with the terms of Article 324 of the Bulgarian Commerce Act. Apparent defects detected upon delivery must be detailed on the goods receipt / delivery note and/or sent in writing to Kraft Bulgaria on the day of delivery, otherwise any claims, especially for replacement, will not be honoured. For defects that can be detected upon careful inspection or if a hidden defect is found, the customer shall notify Kraft Bulgaria in writing within a maximum of 2 (two) weeks from the date of delivery. If the customer does not carry out a thorough inspection and/or does not notify defects within 2 (two) weeks from the date of delivery, Kraft Bulgaria shall not be liable for the defect. When notifying Kraft Bulgaria of defects, the customer must provide a detailed description of the defects in writing and within the time limits mentioned above.

7.2. Kraft Bulgaria shall not be liable in the event of any defects in the goods due to normal wear and tear, improper handling and/or storage by the customer or a third party, alterations, reworking or repairs to the goods which have been carried out by the customer or a third party.

7.3. If a defect is found, unless otherwise agreed, the customer shall initially deliver the goods at its own expense to Kraft Bulgaria so that the defects can be investigated. The costs necessary for the examination, namely transport, travel, labour and material costs, shall be borne by Kraft Bulgaria only if the examination establishes that a defect does exist and provided that such costs are not inflated by the fact that the customer has moved the goods to a location other than the original delivery address. Reimbursement of dismantling and installation costs, irrespective of liability, is excluded.

7.4. If the Goods are defective, Kraft Bulgaria shall have the right to choose between rectification of the defect and delivery of new Goods which are free from defects.

7.5. In the event of a defect, if Kraft Bulgaria is not ready to remove the defect or replace it with new goods, the customer has the right to cancel the order/contract or request a reduction in the purchase price.

7.6. If a defect is found, the customer is not entitled to cancel the order/contract if it is unable to return the goods received.

7.7. Claims by the customer for reimbursement of costs for damages in lieu of performance are excluded.

7.8. Kraft Bulgaria shall not be liable for damages for which it is not at fault, and in particular shall not be liable for damages due to improper use or handling of the goods.

7.9. The Customer warrants that the materials and documents provided, in particular drawings, which serve as the basis for the negotiation, manufacture and delivery of specific products, are free of third-party proprietary rights. In the event of defects and/or errors in title, the customer shall indemnify Kraft Bulgaria against all relevant third-party claims, unless the customer is responsible for the respective defects and/or errors in title. Kraft Bulgaria is not liable for defects caused by errors in the drawings provided by the customer. In the event that the order is made according to the customer’s specifications and deviates from the standard version, the execution of the order will be made without liability on the part of Kraft Bulgaria for the durability of the workmanship. In such cases, Kraft Bulgaria shall have no obligation for the usual checks, warnings and explanations concerning the applicability or durability of the workmanship for certain purposes. Products manufactured to customer specifications are not subject to claims, exchange or return. Any claims for damages due to defects are excluded.

7.10. Liability of Kraft Bulgaria for subsequent defects is excluded.

7.11. Guarantee in favour of third parties is excluded.

7.12 For galvanically coated fasteners that are hardened to a strength class of 10.9 or higher, there is a risk of hydrogen embrittlement, and also, a residual risk cannot be ruled out with subsequent heat treatment. The customer should be aware of the resulting reduced allowable load. Such coating shall therefore only be done at the customer’ request and at the customer’s own risk. Any claims for warranty, claim or replacement are excluded.

8. Force Majeure

8.1. If Kraft Bulgaria is prevented by Force Majeure from delivering the Goods, Kraft Bulgaria shall be discharged from its performance obligations for the duration of the impediment and for a reasonable period for resumption of performance, during which time it shall have no liability to the Customer for damages. The same shall apply if the performance of Kraft Bulgaria’s obligations is unreasonably complicated or becomes temporarily impossible due to unforeseeable circumstances for which it is not responsible, such as but not limited to strikes, pandemics or epidemics, acts of public authorities, in particular quarantine orders, energy shortages, supply problems on the part of suppliers and/or manufacturers or major business disruptions.

8.2 Kraft Bulgaria shall be entitled to cancel the order/contract if this impediment continues to exist for a period longer than three months and if, as a result of this impediment, the performance of the contract ceases to be of interest to Kraft Bulgaria. At the customer’s request, Kraft Bulgaria shall announce after the expiry of the above three-month period whether it intends to exercise its right to cancel the order/contract or intends to deliver the goods within a reasonable period of time.

9. Final provisions

9.1.The rights and obligations of the customer may be assigned or transferred to third parties only with the written consent of Kraft Bulgaria.

9.2. The legal relations between the customer and Kraft Bulgaria shall be governed by the laws of Bulgaria, without regard to the UN Convention on Contracts for the International Sale of Goods (CISG).

9.3. The exclusive place of jurisdiction for all disputes arising out of the business relationship between Kraft Bulgaria and the customer shall be at the registered office of Kraft Bulgaria. Kraft Bulgaria shall also be entitled to sue the customer at its registered office as well as in any other permissible jurisdiction.

9.4. The place of performance of all obligations between the Customer and Kraft Bulgaria shall be the registered office of Kraft Bulgaria.

9.5. If any provision of this order/contract is or becomes invalid or unenforceable in whole or in part or if there are any omissions herein, the validity of the remaining provisions hereof shall remain unaffected. In lieu of the invalid or unenforceable provision, a valid or enforceable provision shall be deemed to have been agreed which most closely approximates the purpose of the invalid or unenforceable provision. In the case of an incompleteness in this order/contract, a provision shall be considered agreed which corresponds to what would have been arranged in accordance with its economic purpose if the contracting parties had considered this matter from the outset.

9.6 In the event of any discrepancies between the English and Bulgarian versions of this document, the Bulgarian version shall prevail.