“Terms and Conditions„

Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. GENERAL PROVISIONS

These General Terms and Conditions set the rights and obligations of “Bulgarconserv” OOD (shortly referred to as “SELLER”) and the clients of the company (shortly referred to as “BUYER”) and shall apply to all deliveries of meat, meat and other kind of alimentary products made by the SELLER to the benefit of the BUYER, regardless of the existence of any contradicting clauses or provisions applied by the BUYER.

2. CONDUCTING TRANSACTIONS

2.1. The SELLER shall make offers and accept any orders sent to it (by mail, fax, e-mail) at: 1000 Sofia, 7a Shesti septemvri Street, tel. 02 9818996, fax 02 9804121, office@bulgarkonserv.com

2.2. Orders may be done only by a person duly authorized by the BUYER and shall have effect on the SELLER until the date following the date of the official written notification by the BUYER that the authorization has been withdrawn.

2.3. In order to have the legal effects of a conducted transaction, orders shall require the confirmation of the SELLER. Confirmation of orders shall be made by fax or electronically by sending an e-mail, as well as by delivery of ordered goods to the warehouses of the BUYER. A transaction shall be deemed conducted for the confirmed type, quantity and quality of goods. If an order is not confirmed within 3 (three) working days of its receipt by the SELLER, the parties shall deem it rejected.

2.4. Prior to confirming the order, the SELLER may request from the BUYER advance payment of an amount up to 30% of the total value of the order, wherefore the SELLER shall issue a proforma invoice.

2.5. Any changes in a sent order or its withdrawal by the BUYER shall not bind the SELLER if made after its confirmation. In no case shall amounts paid in advance by the BUYER be reimbursed.

3. DELIVERIES

3.1. The period for delivery of a respective order shall be 7 (seven) working days as of the date of confirmation of the order. In the cases when confirmation of the order is based on advance payment of part of the price by the BUYER, the period for delivery shall start to run as of the date of full payment of the advance amount on the transaction.

3.2. The SELLER may refuse to deliver the goods on confirmed orders if the total amount of financial liabilities of the BUYER on previous transactions exceeds the particular credit limit set by the SELLER for a given BUYER, as well as if a BUYER has a liability with total amount bordering on a particularly set limit for a period longer than 30 (thirty) days unless otherwise agreed between the parties.

3.2. Delivery shall be made to the registered address of the BUYER unless otherwise agreed between the parties and cannot be refused.

3.3. The period for delivery under point 3.1 is given as example and possible delay in delivery shall not be a cause to hold the SELLER liable or to terminate the transaction. In case the SELLER fails to deliver the goods on a confirmed order within additional reasonable period after the expiry of the period in point 3.1, then the SELLER shall owe compensation to the BUYER equal to the amount of the advance payment received.

3.4. The handing of the goods on a confirmed order shall be made in packing suitable for their protection and with marking complying with the requirements of the current legislation.

3.5. Upon receipt by the BUYER goods of all confirmed orders shall be accompanied by a commercial document, copy of which should be signed by a person authorized by the BUYER and sent by the latter within 24 (twenty-four) hours to the registered address of the SELLER by fax or mail.

3.6. “Handing” in the sense of point 3.4 shall mean fulfillment by the BUYER of all preconditions for entering into physical possession over the respective part of the goods on a confirmed order, and in particular:

– provision of free access to the persons authorized by the SELLER to the warehouses of the BUYER within working hours, and

– provision of the permanent presence of a person authorized by the BUYER in the warehouses of the latter within working hours.

3.7. The BUYER is obliged to receive the goods on the respective confirmed order on the day of handing over by the SELLER. “Receipt” of the goods by the BUYER in the sense of point 3.5. shall mean:

– unloading of goods from the vehicle;

– signing of the document under point 3.5., certifying receipt, respectively handing over of the goods on the confirmed order;

– sending within 24 (twenty-four) hours of the commercial document signed by the BUYER under point 3.5. to the registered address of the SELLER by mail or fax.

3.8. Upon receipt the BUYER shall examine the goods and in case any damages or missing parts are ascertained, the BUYER shall make a relevant written objection on the document under 3.5.

3.9. In case the BUYER fails to perform the obligation to receive the goods on a confirmed order, the BUYER shall owe liquidated damages amounting to 0.2 % per day over the price of goods on the respective order. In the event the delay continues for more than 3 (three) days, the SELLER may terminate the transaction by a unilateral act. In such case and having resold the goods at a lower price, the SELLER may claim by the BUYER the difference between the price of the initial transaction and the lower price of the second transaction, as well as compensation for damages.

3.10. In case of delay or nonperformance of obligations under point 3.5. and point 3.6. the BUYER shall be obliged to compensate the SELLER for any incurred expenses for loading and transportation of goods.

3.11. The BUYER is obliged not later than the day of receipt of the goods on a following confirmed order to return to the SELLER the transportation packaging (pallets, caskets, etc.) of the previous delivery in condition fit for use to the purpose. In case of nonperformance, the BUYER shall owe to the SELLER compensation equal by value to the packaging that has not been returned or was unfit for use.

4. PRICES AND PAYMENTS

4.1. Goods on confirmed orders shall be invoiced at prices announced in the offers of the SELLER, which may be changed by the SELLER in case of unforeseen expenses arisen after the offer was sent, yet before the transaction was definitively conducted. Such are for example: increase of prices of price-forming factors like changes in the prices of materials, transport and warehouses, packing charges, social security, insurance, etc.

4.2. Within 5 (five) days of the occurrence of a tax event, the SELLER shall issue to the BUYER a tax invoice made in compliance with the provisions of the Accountancy Act. The SELLER shall send the invoice to the registered address of the BUYER unless otherwise agreed between the parties.

4.3. Unless otherwise agreed between the parties, the BUYER shall pay the prices invoiced by the SELLER on each confirmed order within 15 (fifteen) days of the date of issue of the invoice.

4.4. In case of delay of the performance of the obligation for payment of the price of the respective delivery, the BUYER shall owe to the SELLER liquidated damages amounting to 0.3% per day over the due amount for each day in delay until the full payment of the obligation.

4.5. The price shall be paid by bank transfer to the account of the SELLER specified in the invoice. The obligation for payment of the price shall be deemed performed with the receipt of the respective amount due by the BUYER to the bank account of the SELLER. The price may be paid in cash, but only to a person expressly authorized by the SELLER to receive payments in cash.

5. TRANSFER OF PROPERTY AND RISK

5.1. The SELLER reserves the property title over the goods being the object of each delivery until the full payment of the due price by the BUYER. The handing over of different securities objectifying payment obligations (promissory notes, bills of exchange, bank checks, etc.) by the BUYER to the SELLER does not constitute payment of the due price in the sense of point 5.1.

5.2. Regardless of the clause for reservation of property title, the risk of possible perishing or damage of the goods being object of transaction shall pass to the BUYER as of the moment they are handed over by the SELLER, i.e. as of the moment they arrive in the warehouse of the BUYER or another place expressly agreed between the parties as place for performance of the obligation for handing over, and in the cases when the goods are being transported by a forwarder or carrier independent from the SELLER – as of the moment of handing the goods over to the forwarder or carrier different of this of the SELLER. In case of delay of receipt, the risk shall be borne by the BUYER as of the date of delay.

5.3. As of the date of receipt to the moment of full payment of the price of the goods delivered on each confirmed order, the BUYER shall be liable for all possible damages caused to the goods or by the goods regardless of the reasons. The BUYER shall also be obliged to keep said goods in suitable places, in conditions guaranteeing their preservation considering their specific nature and in compliance with the current legal provisions.

5.4. The BUYER may resell any goods that have been delivered but not paid for in full, and in return for this as of this moment the BUYER transfers to the SELLER the right to already existing or future receivables over the price of resale of all goods whose purchase price has not been paid in full and which pursuant to point 5.1. are property of the SELLER.

5.5. The BUYER may process any goods that have been delivered but not paid for in full, and in return for this as of this moment the BUYER transfers to the SELLER the property title over the products – result of processing. This does not exclude the obligation to pay the price, nor liquidated damages in case of delay or nonperformance.

6. LIABILITY, WARRANTY FOR QUALITY AND DEFECTS

6.1. The SELLER undertakes to deliver to the BUYER goods meeting the sanitary and veterinary medical norms in this field.

6.2. Within 3 (three) days following its receipt, the BUYER is obliged to examine the delivered goods. The examination should be made by an authorized expert in the field, who in case a defect is ascertained shall make a record. In case defects are found at the examination of the goods, the BUYER is obliged within the same period to notify the SELLER in written or orally with mandatory written confirmation sent within a period not longer than 3 (three) days, otherwise it shall be deemed the BUYER has approved the goods delivered by the SELLER.

6.3. The proof of the existence, type and extent of ascertained defects shall be borne entirely by the BUYER. The BUYER shall also be obliged to provide to the SELLER access to the goods claimed to have defects so that the latter may examine it.

6.4. In the cases when defects are ascertained in delivered goods, the SELLER shall either replace the deficient goods with new ones of the required quality, or shall offer to the BUYER commercial discount on the price paid for the goods without any other compensation or interest. In case the deficient goods are replaced with new ones, the SELLER shall not be obliged to take back the deficient goods, yet should the SELLER decide to request them, the BUYER is obliged to immediately place them at disposal of the SELLER.

6.5. Loss of weight from unfreezing or freezing of delivered goods shall not be deemed as defect unless it exceeds 3% of the total weight of the delivered goods.

6.6. In order for a claim as to the quality or quantity of the goods delivered by the SELLER to be admissible, it must be put in written by the BUYER within the period in point 6.2.

6.7. The SELLER cannot be held liable in the cases when: (а) the goods are transported by a carrier independent from the SELLER in conditions not suitable for their type and nature (hygiene, temperature, etc.), (b) after receipt the BUYER has kept the delivered goods in conditions not suitable for their type and nature. Consideration of the best before date for consumption of the goods is entirely obligation of the BUYER. The SELLER shall not be held liable also in the cases when the BUYER has not complied with the applicable requirements and norms in the field of trade with alimentary products in general, and meat and related products in particular. In this sense the SELLER shall not be held liable in the cases when the BUYER sells on the market goods with expired best before date or other defects.

6.8. The SELLER cannot be held liable for nonperformance of any undertaken obligations in case of force majeure circumstances like: fire, flood, earthquake, outbreak, significant obstacles in production or transportation of the goods which have occurred through no fault of the SELLER, strike of workers in the sector or other circumstances beyond the control of the SELLER, impeding the performance of obligations in normal conditions.

7. APPLICABLE LAW

7.1. The relations between the parties arising out of the application of these General terms and conditions, and possibly any special agreements signed by the parties shall be settled pursuant to the provisions of the Bulgarian law.

7.2. All disputes arisen between the parties shall be settled if possible by negotiations, and if it is impossible to reach agreement, by the competent court of law in Sofia.

8. COMING INTO EFFECT

8.1. These General terms and conditions shall come into effect as of 1 June 2007. All orders sent to the SELLER presuppose the mandatory, full and unconditional acceptance of these General terms and conditions by the BUYER. Any clauses of General or special terms and conditions for purchase, order documents or other made by the BUYER conflicting with these General terms and conditions shall not bind the SELLER, except in the cases when the latter has expressed consent to accept them in written.

8.2. The SELLER reserves the right to amend and/or supplement unilaterally these General terms and conditions of which the SELLER shall inform the BUYER in due time by providing access to the information at its registered address and/or its web site.

8.3. The SELLER reserves the right to specify Special terms and conditions for sale in the relations with a given client which may differ from these General terms and conditions.

9. GENERAL TRANSPORT TERMS

9.1. Transport is done according to CMR Convention

9.2. Type of cargo: conventional, not dangerous

9.3. Maximum cargo weight allowed: 21.5 t brutto. Loading and arranging of the cargo in the truck will be made under driver’s presence in order to avoid any total or axes overweight. Any penalties generating by this kind of overweight will be invoiced accordingly.

9.4. Free time for loading/unloading 12 hours. After that 150 Euro per day.

9.5. In case of changing loading/unloading address, the payment is 1,20 Euro/km. Any additional loading/unloading address will be arranged accordingly.

9.6. In case of cancellation of the order, the penalty is 30% from agreed price for the transport.

10.OTHER AGREEMENTS

10.1. In case of any possible damages for the carrier due to actions or inactions on behalf of the sender of the load, the claimant of the freight is obliged to compensate for his account the carrier for all damages he had endured.

10.2. The claimant confirms he is aware of the requirements of Regulation (ЕО) 561/2006 concerning the time of driving of the vehicle and the driver’s breaks and he is oblidged under any circumstances to not claim term of delivery from the carrier which if executed will end in breaking the regulations of the above mentioned regulation.