LEADER 96 GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES
1. SCOPE OF APPLICATION OF LEADER 96 GENERAL TERMS AND CONDITIONS FOR PURCHASE
1.1. The following general terms and conditions for purchase (hereinafter referred to as the “GTC”) regulate all and any relations which arise in relation to the order and purchase of goods and services from suppliers by LEADER- 96, a sole-owned limited liability company, incorporated and existing as per the Bulgarian law, entered in the Bulgarian Commercial Register under UIC 115018980, having its seat and registered address at 3 Vazrazhdane Str., village of Rogosh, Maritsa Municipality, Plovdiv District, e- mail: firstname.lastname@example.org (hereinafter referred to as “LEADER” or the “Company”) as purchaser.
1.2. The application of these GTC could be derogated provided that a written agreement derogating the GTC in full or partially is reached by and between the Company and the Supplier.
1.3. Upon acceptance of the GTC by the Supplier the GTC shall prevail upon any prior written agreements reached with LEADER.
1.4. In case of contradiction between LEADER’s order and these GTC the order shall prevail. In case of existence of a written agreement between the Parties explicitly derogating the GTC this written agreement shall prevail upon the Order.
1.5. The application of any possible different terms and conditions of the counterparty is hereby excluded and shall only be binding for LEADER if explicitly confirmed in writing by LEADER.
1.6. The non-reply on the part of LEADER regarding any such different terms and conditions shall not be considered as acceptance or consent.
1.7. The GTC are uploaded on LEADER website: leader96.com
1.8. LEADER shall include these GTC directly or by reference in its Orders. The GTC shall be deemed accepted by the Supplier if not objected in writing by the latter by the time of Company’s receipt of Supplier’s statement for the acceptance of the Order in accordance with Section 3 hereinbelow.
2. TERMS AND DEFINITIONS
2.1. For the purposes of these GTC, the terms below listed shall be interpreted as having the meaning written next to each one of the them (such meaning to be equally applicable for the capitalized and uncapitalized forms, and to both the singular and plural forms of the terms defined below):
“Agreement” means the agreement reached by and between the parties for the purchase of the certain goods by LEADER or the provision of the respective services on the grounds of an Order sent by the Company. The Agreement shall be deemed executed and entered into legal force on the date of Company’s receipt of the statement of the Supplier for the acceptance of the Order within the meaning of article 3.4. below.
“Delivery Date” means the date on which the Supplier is obliged to deliver the Goods or to render the Services determined in the Company’s order or in a written agreement between the parties.
“Goods” means all goods and materials, including relevant media, documentation and others, described in the order and / or in the appendices to it or by reference to a product catalog, catalog of Services or the price list of the Supplier, published on the website indicated by the Supplier.
“Intellectual property rights” are the copyrights and related rights, as well as all rights to industrial property belonging to the parties under these GTC or to third parties, including but not limited to computer programs, software products, works of literature, art and science that are the result of creative activity and are expressed in any way and in any objective form, as well as patents, commercial, trademarks, services, design rights (whether or not subject to registration), know-how and the like rights or obligations, whether or not subject to registration in any country.
“Order” means the order issued and sent by LEADER to the Supplier in connection with ordering the respective goods or services.
“Place for delivery of goods” or „Place for rendering the services” are the locations determined by LEADER in the Order at which the Supplier shall deliver or render the services. Unless agreed otherwise, the terms for delivery at the specified by LEADER place are determined as Free on Board (FOB) for the sea transport and Delivered Duty Paid (DDP) for the other modes of transport, INCOTERMS 2020.
“Purchase price” is the total amount for the Goods and/or Services, and/or their respective unit prices, specified in the Order. The price includes all costs and expenses of the Supplier, such as packaging, transportation, insurance, royalties, software upgrades and updates (if any) and others in accordance with the terms of delivery agreed to the Place for delivery of Goods and/or the Place for rendering the services.
“Party” means LEADER or the Supplier, when referred to in isolation and indistinctly. “Parties” mean LEADER and the Supplier, when referred to jointly.
“Supplier” is the legal entity to which the Order is sent
“Specification” are the technical requirements of LEADER, plans, drawings, data, catalogs and any other technical information relating to the Goods and / or Services, incorporated in the Order, which, after acceptance of the Order by the Supplier become an integral part of the agreement.
“Standards” mean the standards of quality, functionality, safety and technical standards of the Goods and / or Services, incorporated in the Order, which, after acceptance of the Order by the Supplier become an integral part of the GTC.
“Services” are all services (if any) described in the Order and its annexes, including training.
“Working hours” refers to the time between 9.00 and 17.00 EET or EEST as applicable (GMT + 02.00) on a working day.
“Working day” is every day except Saturday, Sunday, national or public holidays in the Republic Bulgaria.
3. ORDERS FOR PURCHASE OF GOODS AND ORDERS FOR RENDERING SERVICES
3.1. The purchase of Goods and/or Services by LEADER is to be performed on the grounds of separate written Orders issued and sent by the Company to the Supplier via courier or by e-mail. In case of ordering goods, unless otherwise stated, the order is deemed to imply the supply of all relevant documentation and certifications, instruction manuals and of any commissioning of those goods, necessary to enable the Company to use them properly for their intended purposes. In case of ordering services, unless otherwise stated, the order is intended to imply the complete performance of those services including any employee instructions, instruction manuals, explanations or certifications necessary to enable the Company to benefit from them for their intended purposes. Each Company’s order implies the Supplier’s obligation for the transfer of any legal rights necessary to own, use, transfer and sell those goods or services for their intended purposes.
3.2. By issuing and sending an Order LEADER makes a non- binding offer for entering into an Agreement with the respective Supplier.
3.3. The Supplier shall accept or reject the Order in writing within 3 (three) working days from receiving it. If within the term under the previous sentence the Supplier has not made any statement or has refused the Order, the same shall be deemed accepted and approved, unless the parties agree in writing on changes in the Order. If changes are agreed in the Order then it shall be resent once again by the Company encompassing the changes agreed upon and respectively it shall be confirmed once again in writing by the Supplier as the terms for acceptance set out in the first sentence of this article 3.3 apply.
3.4. The Company is entitled to change the Order and/or to withdraw it within the 3- day term specified under article 3.3. For acceptance of the changed Order the rules for acceptance of the initially sent Order under art. 3.3 shall apply. In case of changes or withdrawals made under this article LEADER shall not be held liable by the Supplier for damages from the modification or withdrawal of the Order.
4. DELIVERY OF GOODS AND RENDERING SERVICES. ACCEPTANCE OF DELIVERED GOODS AND RENDERED SERVICES.
4.1. Unless otherwise agreed in writing, the Supplier undertakes to deliver the Goods at the Place for delivery of the Goods and/or to perform the Services at the Place for rendering Services during Business Hours.
4.2. Unless otherwise agreed in writing the Supplier shall be obliged to deliver the goods or perform the services at the Delivery Date.
4.3. The Supplier must pack, label and secure the Goods at his own expense and for his own risk for the duration of the transport to the Place for delivery until their unloading, as well as for the period of their storage until their acceptance, if such storage is necessary and agreed between the parties. The Supplier undertakes to comply with all regulatory requirements of the relevant legislation, as well as the Bulgarian legislation, regarding the packaging, labeling and delivery of the Goods. The designation of a customs agent does not release the Supplier from its obligations to deliver the Goods at the Place for delivery of the Goods, nor from any other obligations related to the delivery and / or arising from the terms of the delivery according to INCOTERMS 2020.
4.4. LEADER reserves the right to not accept partial delivery of the ordered Goods or partial performance of the ordered Services, unless otherwise has been agreed with the Supplier in writing.
4.5. In case due to a reason beyond the control of LEADER the latter is prevented from acceptance of the delivery, the Supplier shall undertake all necessary actions to store the Goods, and to ensure their security and insure them and take all steps to protect them from damage at a reasonable price approved by LEADER in advance and in writing until the moment of delivery. In this case LEADER will reimburse the Supplier for the relevant costs (including insurance expenses) which the latter has made on the condition they do not surpass the price approved in advance by LEADER. Despite prior approval, the Provider is required to prove these costs with the necessary supporting documents.
4.6. Upon delivery at the Place for delivery of goods and upon delivery of the service at the Place for rendering the services, a delivery-acceptance protocol shall be written by and between the parties for the number of the packages delivered, the condition of the packagingand established by LEADER breach of the agreement, if any.. Signing of such delivery- acceptance protocol shall not be deemed as acceptance of the Goods and/or Services by LEADER, or as a statement that the Goods and/or Services are delivered in accordance with the agreed terms between the parties.
4.7. Upon the delivery of the Goods or rendering the Services LEADER shall examine the Goods and the performance of the Services in the usually required term, but not less than 7 days and shall inform the Supplier for any defects or nonconformity found. The Supplier shall be liable for any hidden defects and/or nonconformity which appear in the course of use of the Goods/ Services and which are of such nature that cannot be found during the initial examination performed. LEADER is entitled to deny the acceptance of Goods/Services which are not in conformity with the Order and/or the Agreement with the Supplier.
5. PASSING OF RISK
5.1. The risk of destruction or damage to the Goods passes to in accordance with the agreed INCOTERMS 2020. If nothing is agreed, risk shall pass upon safe delivery of the goods to the warehouse of LEADER
6. PRICES AND PAYMENT
6.1. LEADER shall pay the amount to the Provider for the Price of the Goods / for the Services as per the agreed payment terms from the latter of the following: the invoice date or the B/L date or as of the date on which LEADER has received an invoice for the Goods and/or the Services along with the relevant Acceptance Protocol.
6.2. LEADER reserves the right to offset and deduct from the Price any amounts due by the Supplier.
6.3. Unless otherwise agreed, each invoice of the Supplier must contain description of the Goods and/or Services, unit prices, total price of the Goods / total price of the Services, price with and excluding VAT and VAT due as applicable. LEADER has the right to refuse payment and return invoices that do not contain some of the above details.
6.4. Payment of the price shall not be considered acceptance of the fulfillment of the obligations by the Supplier by LEADER.
6.5 In case the Orders are made in foreign currency and the payments are made in Bulgarian levs, the exchange rate announced by the Bulgarian National Bank for the day of payment shall prevail, unless in the order or in an additional agreement the Bulgarian National Bank exchange rate for the day of the issue of the invoice is expressly specified as the leading one.
6.6. The Company deducts from the Price and pays to the respective tax administration in the Republic of Bulgaria all due taxes or fees, when the Bulgarian legislation in force provides for such obligations for the Supplier and requires LEADER to withhold the amounts and make the relevant payment at the expense of the Supplier.
7. WARRANTY. WARRANTY LIABILITY AND WARRANTY SERVICES.
7.1. The Supplier declares and guarantees that the Goods:
(i) are of good quality and can be used for the purpose for which they are intended, including each of the purposes that have been set by LEADERS in the Order;
(ii) are free from defects in design, materials and workmanship;
(iii) comply with the standards and specifications specified by LEADER in the Order and respectively confirmed by the Supplier with the acceptance of the Order;
(iv) comply with legal rules and requirements regarding the sale of Goods;
(v) have been manufactured with due care and skill;
(vi) are not encumbered with any kind of encumbrances or restrictions, nor do third parties have rights over the Goods.
7.2. The Supplier declares and guarantees that:
(i) will perform the Services with required quality and professionalism, with due commerial care and skills;
(ii) will provide appropriate, qualified and experienced staff, with the necessary authorizations or certifications for the performance of the Services, ordered;
(iii) will perform the Services in a timely and efficient manner; and
(iv) will comply with LEADER’s requirements, specifications and standards specified in the LEADER’s Order accepted by the Supplier.
7.3 The Supplier declares and guarantees that it possess all necessary intellectual property rights enabling it to dispose of the Goods in favor of LEADER and/or to perform the Services ordered. The Supplier further declares and guarantees that the sale of the Goods or rendering the Services will not in any way infringe third parties’ intellectual property rights.
7.5. Except for cases where a longer term is expressly agreed between the Parties, the warranty term for the Goods will be 24 months and starts on the date of the acceptance of the Goods/Service as per article 4.7. Within the warranty term and without additional payment by the Company the Supplier undertakes to repair or replace any part of the Goods, which have broken down or are defective, or to repeat the performance of the Services that were not duly provided or the result of which does not meet the quality requirements agreed. Expenses for the repair of the Goods and/or for the Services, including for travelling and transportation are borne by the Supplier.
8. CONTRACTUAL LIABILITY. PENALTY.
8.1. The Supplier is obliged to indemnify the Company for any obligations arisen, losses and/or damages suffered and expenses made which directly or indirectly originate from, or which have been made by the Company in connection with Supplier’s breach of obligations such as, but not limited to:
(i) any damage to LEADER’s property and all claims for loss or damage suffered by third parties due to any non-performance by the Supplier or due to omissions by its employees, subcontractors or agents incurred during the execution of the Order;
(ii) non- conformity of the delivered Goods or Services rendered with the required quality and intended purposes for which they were purchased or for other purposes, determined by LEADER and accepted by the Supplier;
(iii) any defect found in the Goods, including defects in design, materials and workmanship;
(iv) ) non- conformity of the delivered Goods or Services rendered with the Standards and Specifications specified by LEADER in the Order and respectively confirmed by the Supplier with the statement for the acceptance of the Order;
(v) non- conformity of the delivered Goods or Services rendered with legal rules and requirements regarding the sale of Goods;
(vii) full or partial non-performance, poor or delayed performance of the delivery of the Goods and/or the Services.
(viii) any claims of infringement of the Intellectual Property Rights arising from the sale or the use of the Goods;
(ix) any encumbrances or rights of third parties in connection with Goods and/or Services.
8.2. If the Supplier does not deliver part or all of the Goods in the agreed term and/or does not perform the Services in the agreed term, LEADER has the right to a penalty for delay, as follows:
(i) for the first 10 days – a penalty of 0,1 % from the price of the delayed Goods/Services for each day of the delay.
(ii) in case the delay lasts for more than 10 (ten) days the Supplier shall owe a penalty of 0,2 % from the price of the delayed Goods/Services for each day of the delay but not more than 25 % on an annual basis.
8.3. In case of defective or non- compliant Goods or Services delivered by the Supplier, LEADER has the right, to:
(i) require the Supplier to repair the Goods and/or the result of the Services or deliver other Goods or to perform the Services again, or repair the damages caused by the non- fulfillment within a reasonable period of time determined by LEADER and on Supplier’s expense plus penalty under p. 8.2., or
(ii) cancel the Order or part of it and demand from the Supplier a refund of the price paid so far by the Company for Goods or Services that do not comply with the agreed plus penalty at the amount of 20 % from the price of the Goods/Services.
9. GUARANTEES FOR GOOD PERFORMANCE. INSURANCE
9.1. If requested by LEADER, as a guarantee of good performance, the Supplier undertakes within 10 (ten) business days after acceptance of the Order to issue in favor of LEADER irrevocable and unconditional bank guarantee, with utilization at the first written request of LEADER with the following parameters:
(ii) amount: 10% of the price of the Agreement;
(iii) term of validity: 1 (one) year after the date of the delivery of the Goods/Services. The bank commission and the costs of issuing and servicing the guarantee are at the expense of the Supplier
9.2. Within 10 (ten) working days after acceptance of the Order, the Supplier undertakes to submit to the Company the original for Professional Liability Insurance Policy, which covers all risks usually associated with the delivery of the Goods and/or rendering of the Services.
10. TERMINATION OF THE AGREEMENT.
10.1. LEADER is entitled to terminate the Order in whole or in part:
(i) if the Supplier does not deliver the Goods or render the Services at the Place for delivery of Goods or the Place for rendering the Services;
(ii) if the Supplier delivers Goods or provides Services that do not comply with the agreed specifications, technical parameters and also the agreed terms and conditions;
(iii) if the Supplier fails to fulfill or violates other obligations under the Contract, including but not limited to its obligations under articles 7 and 9 of the GTC.
10.2. In the above cases, LEADER may upon its discretion give the Supplier an additional period in order for the Supplier to improve its performance with warning that after the expiration of that additional period the agreement shall be considered terminated.
10.3. Upon termination of the agreement LEADER is entitled:
(i) to return to the Supplier, under Supplier’s responsibility and at Supplier’s expense, the Goods and / or Services which have been delivered, and to receive back from the Supplier the amounts paid by LEADER for such Goods and / or Services, if any; and
(ii) to receive back from the Provider the amounts for all other additional costs incurred by LEADER for the purchase of other Goods and / or Services to replace the Goods and / or Services, and
(iii) to receive from the Supplier the penalties under Section 8.
11. FORCE MAJEUR
11.1. Neither Party will be liable for any failure or delay in performing an obligation that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, riots, war, terrorist acts, fire, flood and machine damage, government public health orders, embargo and institutional interventions bans, governmental epidemiologic measures.
11.2. The party affected by Force Majeure is obligated to promptly provide written notice to the counterparty of the occurrence of the Force Majeure event in reasonable detail and the expected duration of the force majeure event’s effect on the party.
11.3. For the avoidance of doubt, the following events does not qualify as force majeure events: strike, lockout, insufficiency of energy and raw materials, transportation difficulties, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider or internet connection, epidemic, pandemic (including Covid- 19 pandemic), lockdowns and quarantines due to epidemic and pandemic (including Covid- 19 pandemic).
12. All notifications, orders, statements for acceptance of orders and others to be given under these GTC, orders made and agreements concluded on the grounds of the GTC shall be in writing and shall be sent via courier, certified mail with return receipt requested or by e- mail. For the avoidance of any doubt the requirement for delivery of notifications in writing shall be deemed observed if sent by e- mail. All documents sent by e-mail or other electronic means, which contain a signature, should be signed by using a qualified electronic signature within the meaning of Art. 3, p. 12 of Regulation (EU) No 910/2014.
13. APPLICABLE LAW. COMPETENT JURISDICTION.
13.1. These GTC and any legal relations between LEADER and the Supplier originating from and in relation to the GTC shall be governed by the Bulgarian law, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any uniform civil or conflict law rules created by intergovernmental or inter-state conventions or treaties or multilateral pacts.
13.2. The exclusive competent court for any disputes arising directly or indirectly in reference to these GTC and any relations originating from and in relation to these GTC is the competent court in the city of PLOVDIV, Republic of Bulgaria.