GENERAL TERMS AND CONDITIONS
WHEN CONCLUDING A MANUFACTURING CONTRACT
I. GENERAL PROVISIONS AND DECLARATIVE PART.
APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS. VALIDITY AND BINDING FORCE OF DOCUMENTS ACCOMPANYING THE MANUFACTURE
Art. 1 These General Terms and Conditions are pre-established provisions and apply to the conclusion of all Contracts for the sale of custom-made products/Contracts for manufacture/or all Contracts for the sale and purchase of finished products from the Seller’s/Contractor’s list:
VARNAPACK EOOD, UIC BG203137554 with registered office and address of management:
Bulgaria, Varna region, town of Ignatievo, Stopanski Dvor, entered in the Commercial Register of the Varna District Court under file No. 478/2003,
hereinafter referred to as VARNAPACK for brevity, to a natural or legal person hereinafter referred to as the Principal. The Principal is also a legal or natural person who commissions VARNAPACK to manufacture certain products. The documents listed in this section govern the relationship between the Contractor and the Client in their capacity as Seller and Buyer of the manufactured and received goods.
Art. 2 OFFER /PRICE LIST/ – Sample 1 is a written proposal sent by email, fax, or postal service from VARNAPACK to the Client. The offer specifies the packaging offered by VARNAPACK in terms of volume, type, material of manufacture, prices, and discounts, which VARNAPACK is obliged to manufacture and deliver if ordered. It is prepared by VARNAPACK.
Art. 3 CONTRACT – Sample 3 is any individual Contract for Manufacture or Contract for the Sale and Purchase of Goods, concluded in writing between VARNAPACK and the Client.
Art. 4 PROTOCOL FOR AWARDING /ORDER/ – Sample 2 contains the type of product, the type of materials required for the specific product, the quantity, the unit price of the items in the product, the delivery date, and the details of the authorized persons who place and accept the order. The order protocol is drawn up at the VARNAPACK office, where it is presented to the Ordering Party and signed by the Ordering Party – the buyer who wishes to order the product. The signing of the Order/Assignment Protocol by the Client can be done by post, at any VARNAPACK office, or by fax to 00359 52 608 722.
The Order/Assignment Protocol may also be sent and signed via the VARNAPACK website as follows: after the Contracting Authority has accepted the Offer sent to it by VARNAPACK, it sends VARNAPACK an Order via the VARNAPACK website at: https://varnapack.com/поръчка/ and signs the Order/Protocol for awarding the contract. Once the Client has sent the Order by clicking on the “ORDER” button, they unconditionally agree to these General Terms and Conditions for the conclusion of a Contract for Production.
Art. 5 PROTOCOL FOR DELIVERED GOODS – Sample No. 4:
Certifies the moment of transfer of ownership and is the basis for payment by the CONTRACTING AUTHORITY – BUYER. It is an integral part of the invoice for payment in cash or by bank transfer for the items described in detail therein. It contains the number of the Order from the CONTRACTING AUTHORITY – BUYER and describes the packages delivered.
Art. 6 CASH RECEIPT AND BANK STATEMENT – Sample No. 5:
Documents certifying payment for the specific delivery. They are attached to the Invoice. The bank statement must contain a stamp from the bank where the payment was ordered.
Art. 7 Offers, Contracts, and Protocols for awarding contracts/orders concluded by VARNAPACK are subject to these General Terms and Conditions. All relations related to the products manufactured and sold by VARNAPACK and their buyers are subject to these General Terms and Conditions. The Purchaser’s terms and conditions of purchase, as well as any unilateral separate agreements, may be taken into account only if they have been accepted and confirmed in writing by VARNAPACK.
VARNAPACK may refuse to conclude a Contract or to execute an Order/Assignment Protocol if, between the issuance of the Offer and its acceptance by the Customer, insurmountable obstacles to its execution have arisen, including, but not limited to: shortage of raw materials on the market, damage to technological equipment, strikes, epidemics, and other force majeure circumstances.
Art. 8 The parties may agree in a separate written contract on terms and conditions different from the General Terms and Conditions. These terms and conditions shall be specified in the written Contract and shall apply only to the specific order. In such cases and only for the specific order, in case of discrepancy between the terms agreed by the parties and the General Terms and Conditions, the agreed terms shall prevail.
Art. 9 If no Agreement has been signed between the Client and the Contractor, these General Terms and Conditions shall have the force of an Agreement and all issued and signed Offers, Orders, protocols, and documents related to the order and accepted for production shall be applicable under the provisions of Articles 258-269 of the Obligations and Contracts Act.
The parties, being merchants within the meaning of the Commercial Law, acknowledge that they are familiar with the provisions of Articles 258 to 269 of the Obligations and Contracts Act concerning the Contract for Manufacture and agree that any matters not covered by these General Terms and Conditions shall be governed by those provisions.
Article 10 These General Terms and Conditions are accepted as established by the Contractor for an indefinite period. Any Assignment Protocol/Order or other document related to the assignment of an Order to VARNAPACK signed by the Client or a person authorized by them shall be considered as written confirmation and acceptance of these General Terms and Conditions. The General Terms and Conditions shall have legal effect between the parties if the Client has not contested them by the time the manufactured products are delivered to it.
Art. 11 VARNAPACK may amend these General Terms and Conditions at any time by publishing their current version on the Internet at: https://varnapack.com/поръчка/ as well as in a prominent place in each VARNAPACK office. The latest version accepted by the Client shall be legally binding.
ІІ. SUBJECT OF THE AGREEMENT
Art. 12 VARNAPACK undertakes, at its own risk, to manufacture and deliver to the Client the products described in detail by type, purpose, quantity, and unit price in the Assignment Protocol/Order signed between the parties.
Art. 13 For the products described in the Assignment Protocol/Order, VARNAPACK may, at its discretion, upon request by the Client, provide ready-made samples or designs for approval and confirmation of the order within the deadline specified in the Assignment Protocol. In addition to ready-made samples, VARNAPACK may agree with the Client to approve a sample from the first printed or manufactured products on site at the Contractor’s premises. In such a case, the Client must send its authorized representative to the VARNAPACK factory at a time specified by VARNAPACK. If the sample is not approved, the order shall be cancelled and the Contract shall be terminated, and all expenses incurred by VARNAPACK shall be paid by the Client.
Art. 14 The production shall be carried out with materials provided by VARNAPACK or with materials provided by the Client.
Art. 15 The subject of the production may be specified in a separate protocol describing briefly the assigned production.
III. Permissible technological deviations of the products
Art. 16 Technological deviations from colors are possible within the following limits:
ΔE*ab = 4 for colors used in printing certain prints. These deviations may be greater when the print is applied to a base other than white;
ΔE *ab = 8 for the colors of the substrate (plastic, paper, etc.).
Art. 17 For technical reasons, the quantity of manufactured products may vary from the agreed quantity. Unless otherwise specified in the Contract, the Client accepts a deviation of up to 10% from the agreed quantity.
Art. 18 The following tolerances are allowed in the thicknesses of the materials from which the products are made:
± 7% for the weight per square meter of paper;
± (3% + 2 microns) for the thicknesses of BOPP and CPP film;
± (6% + 3 microns) for the thickness of HDPE, MDPE, LDPE film
± (9% + 9 microns) for the thickness of film made from recycled materials;
Art. 19 The following tolerances are allowed in the linear parameters of the products:
± 0.5 cm for the dimensions of paper boxes, envelopes, and wrapping paper;
± 0.7 cm for the dimensions of advertising and gift paper bags;
± 0.5 cm for the dimensions of the bottom of sacks;
± 1.0 cm for the height and width dimensions of sacks;
± 0.3 cm for the dimensions of CPP and BOPP products;
± 0.8 cm for the dimensions of HDPE, MDPE, and LDPE products;
± 1.2 cm for the positions of handles, openings, or printing;
Art. 20 The following maximum deviations in color matching are permitted in flexographic printing:
± 0.1 cm for photorealistic printing;
± 0.3 cm for graphic and line art printing;
Art. 21 The deviations under Chapter III, Art. 19 and Art. 20 may be up to twice as large if the products are made of:
HDPE, LDPE or MDPE with a thickness of less than 16 microns;
LDPE with a thickness of less than 31 microns;
CPP or BOPP with a thickness of less than 21 microns;
Semi-extensible and fully extensible paper;
When processing the above materials during the manufacturing process, small longitudinal and transverse wrinkles are possible.
For technological reasons and because the machines used to manufacture the products are not mechanically perfect, 0.3% (zero point three percent or three items per thousand items) of the total quantity of products manufactured by VARNAPACK may have technological deviations in their construction, which shall be accepted by the Client as an acceptable construction defect.
Art. 22 VARNAPACK has the right to place additional small elements in the graphic design of the products (dots, crosses, graphic scales) that do not disturb the overall appearance of the products but are technologically necessary for their production.
Art. 23 VARNAPACK has the right to place its logo and contact details as the manufacturer or seller of the products on the bottom or in a discreet place on the products, without disturbing their overall appearance.
Art. 24 All requirements of the Contracting Authority regarding packaging, labeling, and other characteristics of the products that differ from the standard requirements of VARNAPACK must be specified by the Contracting Authority in the Order/Protocol for Awarding the Contract/and the Contract.
- COMPLAINTS
Article 25 Complaints regarding any defects in the products may be submitted by the Client within 15 (fifteen) days of their acceptance by the Client. The complaint shall be submitted in writing by mail, fax, or in person at the VARNAPACK office. A Complaint Report – Sample No. 6 shall be drawn up and signed by representatives of both parties. Photographs and samples of the products subject to complaint shall be attached to the report.
The complaint protocol is sufficient grounds for accepting or rejecting the complaint. Before accepting or rejecting the complaint, VARNAPACK may send authorized persons to establish the quality of the products and to verify the existence of defects that are outside the norms described in these General Terms and Conditions or the contract. The client is obliged to provide access to the products and to provide full cooperation during the inspection of the products. Deviations from dimensions, thicknesses, printing, etc. greater than those permitted are grounds for a complaint by the client if at least 5% of the manufactured products have them. A statistical sample covering no less than 10% of the manufactured products shall be used to determine the percentage of defective products.
Art. 26 If VARNAPACK agrees to compensate the Client in full or in part under a Complaint Protocol, the Client undertakes to return the complained products to the same place where they were received, if VARNAPACK so requests.
Article 27 Unless otherwise agreed in the Contract, all clichés, dies, and other tools necessary for the manufacture of the products, which have been paid for or provided by the Customer, shall remain with VARNAPACK for up to 14 months after the end of the Contract. If the Client requests them during this period, they may be collected from the VARNAPACK factory, warehouse, or office. After this period, and unless otherwise agreed, they shall be destroyed at VARNAPACK’s discretion.
Art. 28 VARNAPACK shall not be liable for any copyrights and patent rights not settled by the Client on the design of the products ordered by the CLIENT. In this sense, and due to the technical impossibility of checking each order (due to the long deadlines and procedures for actually verifying whether a trademark or design has been registered by the Client with the relevant Patent Office), VARNAPACK accepts that:
- The Client is a bona fide trader to the copyright holder, or the Client itself is the copyright holder of the design and trademarks of the products ordered for manufacture by VARNAPACK.
- The Client does not violate the Copyright and Related Rights Act.
By accepting these General Terms and Conditions and signing the Order/Assignment Protocol or Contract,
THE CLIENT DECLARES and VARNAPACK considers that the CLIENT is the owner or authorized user of the trademarks and images on the packaging it orders, and that the CLIENT has the right to commission the manufacture of the products it orders at the VARNAPACK factory.
In the event of claims by third parties or persons who have patents or copyrights on the products ordered by the CLIENT, all costs for any legal expenses and punitive awards in favor of any state, institution, natural or legal person, fines imposed by the competent court and control authorities, as well as by the Patent Office of the Republic of Bulgaria and international patent organizations for each individual product ordered by the CLIENT in violation of someone’s patent or copyright, shall be borne by the CLIENT.
Art. 29 VARNAPACK has the right to retain small quantities of the manufactured products for subsequent use as samples in trade fairs, catalogs, etc.
- DEADLINES FOR COMPLETION
Article 30 VARNAPACK is obliged to manufacture and deliver the ordered products within the time period agreed upon in the Order /Assignment Protocol/. If no specific production deadline is stated in the order, the execution period for that particular order shall be considered to be between 7 and 30 working days, depending on the complexity and quantity of the ordered products, as well as on VARNAPACK’s current workload at the time of the order.
The acceptance of the manufactured goods by the Client shall be confirmed by both parties through the signing of a Delivery Protocol – Template 4, as described above in these General Terms and Conditions.
The deadline for completion shall commence on the latest of the following dates:
– the date of signing of the Contract or the Order/Protocol for awarding the contract;
– the date of receipt by the Contracting Authority of the advance payment, if such is provided for in the Contract/Protocol for awarding the contract;
– the date of approval and signing of the graphic design for the ordered product by the Client, if such is specified in the Contract/Assignment Protocol;
– the date of provision by the Client of all necessary materials required for the manufacture of the products: texts, photographs, samples, and other necessary items, the absence of which hinders the normal production of the products ordered by the Client.
Art. 31 In the case of more complex and specific manufacturing, the Parties agree that the delivery of the manufactured items shall be made according to a schedule agreed between them.
Art. 32 The Client shall not have the right to refuse to perform its obligations under the contract or to terminate it before the expiry of the deadlines accepted for performance.
Art. 33 Unless otherwise specified in the Order or the Contract, the Client shall be obliged to pay for, collect and accept the manufactured products from the VARNAPACK warehouse within 10 calendar days after the expiry of the manufacturing period. Failure to comply with this condition shall be considered a delay on the part of the Customer, who shall owe a penalty, in accordance with Chapter IX of these General Terms and Conditions, on the value of the products left in the VARNAPACK warehouse.
Article 34 If one of the parties delays in fulfilling its obligation under the Agreement, on which the fulfillment of the other party’s obligation depends, the deadline for the fulfillment of the other party’s obligation shall be extended by the length of the delay of the first party.
VІ. REMUNERATION AND METHOD OF PAYMENT
Art. 35 For the work performed, the Client undertakes to pay VARNAPACK remuneration for the work in the amount agreed between the parties according to the unit prices of the types of work described in the Order
/Protocol for awarding the contract/.
Art. 36 The remuneration /value of the ordered products/ according to the Award Protocol /Order/ is final and cannot be changed, including in the event of a change in the prices of materials and labor.
Art. 37 The remuneration under the preceding paragraphs, unless otherwise agreed in the Contract, shall be paid as follows:
– 50% – in advance upon signing the Award Protocol
– the remainder – after VARNAPACK notifies the Contracting Authority of the exact date on which the products ordered by the Contracting Authority will be ready for delivery.
At its discretion, the Contracting Authority may pay 100% of the remuneration in advance.
Art. 38 The Client shall be in default if it fails to pay before acceptance of the work or from the first day after the payment deadline specified in the Protocol for delivered goods, if deferred payment has been agreed.
Art. 39 The remuneration shall be payable by the Client in full even if the Client refuses to accept the work.
Art. 40 The remuneration shall be paid in cash at the office of VARNAPACK at the following address: Bulgaria, Varna, 108 Devnya Street, floor 1, or by bank transfer to the VARNAPACK account specified in the pro forma invoice or in the invoice for payment provided to the Client by VARNAPACK. If the Client is prevented from paying by bank transfer, they shall be obliged to pay in cash.
VII. RIGHTS AND OBLIGATIONS OF THE PARTIES
Art. 41 VARNAPACK shall be obliged:
– to manufacture the agreed product with its own resources and at its own risk;
– guarantee the quality of the work performed;
– notify the Client of any changes in circumstances leading to changes in the performance of the order or to the impossibility of performance;
– deliver the work performed to the Client on time.
Article 42 VARNAPACK shall have the right to:
– to request the Client to receive the work;
– to receive the agreed remuneration (the value of the work performed);
– to request a change to the Order if its performance is impeded.
Art. 43 The Client is obliged:
– upon request by VARNAPACK, to assist in the production process by providing all graphic materials and correct specifications for the production of the products desired by the Client in a timely manner;
– to inspect and accept the finished product within the agreed time frame;
– raise any objections, if any, upon acceptance and describe its claims in the Complaint Report;
– pay the agreed remuneration on time and in the agreed manner.
Article 44 The Client shall have the right to:
– receive the products ordered by it;
– to raise objections regarding defects upon acceptance, if any.
VIII. TERMINATION OF RELATIONSHIPS UNDER THE GENERAL TERMS AND CONDITIONS AND CANCELLATION OF THE CONTRACT, Order/assignment protocol/
Art. 45 The relations established between the parties under these General Terms and Conditions or in a separate Contract shall be terminated:
- upon acceptance of the work performed by the Client;
- upon payment by the Client for the work performed or delivered by VARNAPACK;
- upon objective impossibility to perform the task assigned by VARNAPACK;
- by mutual written agreement between the parties.
Art. 46 Each party shall have the right to terminate the Contract without notice if the other party goes into liquidation, becomes insolvent, or insolvency proceedings are initiated against it.
- Penalties and Guarantees
Art. 47 If the Client cancels the ordered quantity of products after their manufacture has begun, the Client shall be obliged to pay the Contractor for the expenses incurred and the work performed to date, as well as the profit that the Contractor would have received from the manufacture of the entire order.
Art. 48 If the Client is in default with regard to performance, including payment and acceptance of the products manufactured by VARNAPACK, the Client shall owe VARNAPACK a penalty of 0.25% / zero point twenty-five percent/ per day on the outstanding amount.
Art. 49 If VARNAPACK is in default of performance, including the deadline for the production of the goods, it shall owe a penalty of 0.25% /zero point twenty-five percent/ per day on the amount paid by the Client up to the moment of the default.
Art. 50 VARNAPACK may request from the Client, as a guarantee for the payment and acceptance of the completed work, additional commercial securities: promissory note, commercial pledge, bank guarantee, surety, mortgage, etc., at its discretion. These types of security shall be regulated by a separate Annex to the contract.
Art. 51 Both parties shall treat all information that has become known to them in connection with the performance of the Contract as confidential. They undertake not to make available to third parties offers, prices, graphic designs, and
other information that has become known to them in connection with the conclusion and performance of the Contract.
- FINAL PROVISIONS. DISPUTE RESOLUTION
Art. 52 All communications and notifications between the parties must be in writing to be valid. The written form shall be deemed to have been complied with in the case of communications by fax and e-mail.
Art. 53 The invalidity of any clause in the General Terms and Conditions or in the additionally agreed terms and conditions shall not invalidate any other clause or the General Terms and Conditions or the Agreement as a whole.
Art. 54 The parties undertake not to disclose to third parties any information obtained during or in connection with the conclusion or performance of the Contract.
Art. 55 For all disputes concerning the existence or validity of these General Terms and Conditions or in connection with their violation, including disputes and disagreements concerning their validity, interpretation, termination, performance or non-performance, as well as for all matters not covered by the General Terms and Conditions or in a written agreement, Bulgarian civil and commercial law shall apply, and the parties shall settle their relations by mutual agreement.
If no agreement is reached, the dispute shall be referred for resolution to the Arbitration Court of the Bulgarian Chamber of Commerce and Industry in accordance with the Rules of Procedure for cases based on arbitration agreements. For unresolved issues under the Contract, the provisions of the Obligations and Contracts Act and other normative acts of Bulgarian civil law shall also apply. All disputes related to the interpretation, validity, and performance of the Agreement shall be referred to the competent state court at the place of registration of VARNAPACK.
Art. 56 This updated version of the General Terms and Conditions for the conclusion of a contract for the manufacture of VARNAPACK EOOD is effective as of May 11, 2013, and shall apply until its express cancellation or replacement.
APPROVED BY:
Vasil Vasilev
/Manager of Varnapack EOOD/