Huvepharma EOOD - General Terms and Conditions of Sale

1. General applicability

This sales contract has been concluded to determine and fulfil the requirements of the Buyer and obligations of Huvepharma EOOD regarding assignment to supply the products in quantities stipulated in the SC and quality approved by either FPS/Finished Product Specification/, SPC/Specific Product Characteristics/ or COA/Certificate of Analysis/ and Seller's requirements regarding conditions of sale/price, delivery terms, payment terms, etc. 

All sales contracts, offers and deliveries are exclusively made with due observance of the conditions of sale as set out below. Any firm and binding purchase order to Huvepharma EOOD for any of its products implies unreserved acceptance of these General Terms and Conditions of Sale, unless parties explicitly agree otherwise in writing. These General Terms and Conditions of Sale override any other general terms and conditions of sale and cancel any contrary clause on contracts, documents or correspondence from the Buyer.

2. Offers

All offers are understood to be without engagement. Any purchase order made in writing is subject to Huvepharma EOOD final written confirmation. 

3. Shipment and delivery

3.1  The products shall be delivered on the bases of the international rules for the interpretation of trade terms "INCOTERMS", the wording of the year 2020, unless agreed otherwise in writing. 

3.2  Unless otherwise agreed in writing, Huvepharma EOOD is free to choose the way and means of transport of the product to the Buyer.

3.3  The shipper/carrier is liable for any damage or loss during transport.

3.4  Unless otherwise agreed in writing, the time of shipment and/or delivery is approximate.

3.5  Upon delivery, the Buyer assumes all risks and liabilities arising from unloading, discharge, storage, handling and use of the products.

3.6  Buyer shall obtain all import licenses and other licenses or governmental approvals as may be applicable for importation, distribution, sale and use of the products. 

3.7  Buyer shall owe and pay to Huvepharma EOOD a penalty amounting to 0.5% of the total value of the products for each day of delay to accept and take the products properly delivered by Huvepharma EOOD at the date of delivery. Such penalty shall amount maximum to 5% of the total value of the products delivered.

4. Ownership of products

4.1  The title of the products shall pass from Huvepharma EOOD to the Buyer only when payment in full has been received by Huvepharma EOOD for all products according to the sales contract. However, as long as the Buyer has met its obligations towards Huvepharma EOOD, Buyer shall be authorized to dispose the products under Huvepharma EOOD's ownership within his normal conduct of business. 

4.2  As long as payment is not effected the Buyer shall not be entitled to pledge and/or offer the products as guarantee or collateral security. Should the products (or any of them) be converted into a new product, whether or not such conversion involves the mixture of any other products or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of Huvepharma EOOD and Huvepharma EOOD shall have the full legal beneficial ownership of the new product, but without accepting any liability whatsoever with respect to such converted new product in relation to any third party, and the Buyer indemnifies Huvepharma EOOD in relation thereto.

5. Guarantee

5.1  The guarantee granted by Huvepharma EOOD implies the guarantee against hidden defects of the delivered products as set out in the following paragraphs. This guarantee is applicable on all our products. 

5.2  The guarantee shall only apply if the Buyer has notified Huvepharma EOOD not later than fourteen (14) working days after the hidden defects are discovered and at least ninety (90) days prior to the expiration date of such products. 

5.3  In case of a justifiable claim, Huvepharma EOOD shall either replace the defective products when returned, adjust the price for the defective products at no additional cost to the Buyer, but under no circumstances whatsoever shall all or any portion of the defective products be returned to Huvepharma EOOD without its prior consent.

5.4  The liability of Huvepharma EOOD is restricted exclusively to the value of the delivered defective products.

6. Prices

6.1  All our prices are to be understood "VAT excluded". They apply only for the total originally ordered quantity of products.

6.2  The prices are set in the light of current economic conditions and Huvepharma EOOD reserves the right to modify them without notice should these conditions fluctuate.

7. Payment

7.1  All invoices are payable to the bank account communicated in writing on the sale contract and/or the invoice, net, without rebate or cost on our side, except when stated otherwise on the sales contract and/or the invoice. This right remains applicable also in case of acceptance of any other way of payment.

7.2  The obligation to pay will be fulfilled only when Huvepharma EOOD has received and can dispose of the entire amount due.

7.3  The Buyer will be in default when not having effected payment within the term of payment without any notice of the part of Huvepharma EOOD being required. The Buyer will pay to Huvepharma EOOD interest for overdue payment amounting to the interest equal to three months EURIBOR (for EUR payments) or SOFR (for USD payments) per annum as applicable on the date of issuance of the interest warning, increased by eight percentage points (8%).

7.4  In case of existing liabilities of Huvepharma EOOD towards the Buyer, the Buyer has no right to deduct any payment arising out of the sales contract. 

8. Force majeure

Huvepharma EOOD shall not be liable for loss, damage, detention, delay, or failure to deliver all or any part of its products resulting from causes beyond its control, including, but not limited to, fires, strikes of its own or other employees, insurrection or riots, embargoes, transport shortages, wrecks or delays, inability to obtain supplies and raw materials, or requirements or regulations of any civil or military authority, as well as COVID-19 and/or other disease outbreak or pandemic declared by the World Health Organisation, which imposes restricting measures and/or prohibitions, including but not limited to government acts impeding the delivery of any part of the products, closing of state borders, state-imposed closure of production facilities, and/or quarantine affecting all or part of Huvepharma's personnel, and/or the ability of all or part of Huvepharma's personnel to be present at its offices for any period, disruption of logistic and/or supply chains, prohibitions for free movement of people and/or goods, and/or other consequential effects causing severe delays in or rendering impossible the performance of the obligations of Huvepharma EOOD hereunder. Huvepharma EOOD may, during any period of shortage due to any of said causes, allocate its supply of products among its contract and non-contract customers in any manner that is fair and reasonable. 

9. Personal data protection 

9.1  For the purposes of personal data protection, Huvepharma EOOD and/or other Huvepharma entities and/or their affiliates may process the Buyer's information relating to identified or identifiable natural persons (Personal Data) in various jurisdictions in which they operate. Huvepharma EOOD processes Personal Data in accordance with data protection requirements and will require any Service Provider that processes Personal Data on its behalf to adhere to such requirements.

9.2  The Buyer warrants that it has the authority to provide Personal Data to Huvepharma EOOD in connection with the supply of the products and that any Personal Data provided to Huvepharma EOOD has been processed in accordance with applicable law. 

9.3  Each party is obliged to comply strictly with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation - GDPR) and any relevant applicable data protection legislation. Each party, as a Personal Data Controller, processes the Personal Data obtained from the Counterparty or the Personal Data of its representatives, as well as contact persons for the sole purpose of concluding and executing sales contract(s) and protecting its legitimate interests in the case of its non-execution, subject to strict compliance with the applicable legislation. For the avoidance of any doubt, the parties agree that Huvepharma EOOD is a Controller with respect to the Personal Data provided by it and is a Processor with respect to the Personal Data received from the Buyer, respectively the Buyer is a Controller with respect to the Personal Data that it provides and it is a Processor with respect to the Personal Data received from Huvepharma EOOD. 

9.4  Each party is obliged to keep the Personal Data confidential and to implement appropriate technical and organizational measures designed to protect Personal Data against unlawful or unauthorized processing, including unlawful or unauthorized disclosure, access, destruction, loss and alteration taking into account the (i) state of the art; (ii) costs of implementation; (iii) nature, scope, context and purposes of the processing and (iv) risks posed to the data subject. 

10. Governing law and arbitration

10.1  The sales contract(s) shall be governed in accordance with the laws of Bulgaria. Huvepharma EOOD and the Buyer acknowledge that the sales contract(s) concluded between them evidences a transaction involving international commerce. The parties acknowledge that these General Terms and Conditions of Sale and the sale contract(s) and any arbitral award rendered under them shall be governed by the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

10.2  All disputes arising from the sales contract(s) concluded between them or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in sales contract(s) or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules of Litigations based on arbitration agreements.