Article I – Scope
These general terms and conditions of sale ("GTC") are applicable to all sales made by TotalEnergies Marketing Bulgaria ("Seller"), in the absence of contractual provisions derogating from them or special conditions amending or supplementing them. These GTC automatically prevail over all other provisions appearing on the customer's documents, unless expressly agreed in writing by the Seller.
The waiver by either party or a breach of any provisions of the GTC shall not be construed as a waiver or any further breach of the same or other provisions.
For purposes hereof, each party will be identified individually as a Party ("Party") or collectively as Parties ("Parties").
Article II – Prices
The products or services are invoiced at the price, stipulated excluding VAT, agreed at the time of the order duly accepted by the Seller ("Order").
For as long as the client has not placed its order, the Seller reserves the right to modify and amend, without prior notice, its products, their prices and their availability. Any price change resulting from legal or regulatory changes (taxes of any kind, change in transport rates, etc.) is immediately applied on the invoice if it occurs before delivery of the products or services to the customer.
Article III – Orders - Sales
By placing an order under these GTC, the customer fully and unreservedly accepts them. The Seller reserves the right not to accept the Order, in particular if the quantity or volume ordered exceeds 120% of the quantity or average monthly volume of Orders for this product. The average monthly quantity or volume of Orders is determined on the basis of the Orders placed and actually delivered over a period of twelve months preceding the date of the Order. The Seller may modify these GTC at any time.
Upon acceptance by the Seller, the Order commits the customer to take possession of the products for the quantities, at the agreed place(s) and within the agreed time. In the absence of taking possession of the products on delivery, the Seller reserves the right to charge for the storage or return of the products of a minimum amount of 200 euros excluding VAT per Order, as well as any costs relating to the Order. The customer accepts the dematerialised transmission and signature of any document by electronic means and acknowledges their enforceability in case of dispute.
Article IV – Quantity – Transfer of risk – Delivery of products
The quantity measured at loading subject to metrological control shall be binding evidence of the delivered quantity. The transfer of risks from the Seller to the customer takes place at the point of delivery and in accordance with the applicable Incoterm (Incoterms® 2020, ICC), as defined by the Seller and the customer at the time of the placement of the order. Otherwise, products shall be dispatched at the customer’s costs and risks. In all cases, the transfer of risk takes place at the point of loading or unloading, at the point of delivery. The unloading of the products shall take place under the sole responsibility of the customer, even when the carrier participates in the operation. For the acceptance of the products, the customer must carry out all necessary checks. In particular, the customer must verify whether the available volume of storage at his disposal is sufficient to receive the quantities ordered. In the event of missing or extra products or damaged products, the customer shall express in written the discrepancy in the handover protocol and to inform the Supplier immediately. In the event of hidden defects (damage or swapped products, etc.), the customer shall file any necessary disputes against the Supplier within the maximum period of two (2) months
Article V – Payment
Unless otherwise approved by the Seller at the time of the Order, the products are payable by wire transfer, within the period indicated on the invoice. The Seller does not accept payment in cash or by check. The Seller reserves the right, at any time, to set the customer a ceiling of outstanding amounts, to modify it and / or to make the supply of products subject to compliance with this ceiling and / or subject of the presentation of a guarantee taking into account the payment period granted to the customer.
Any payment not made on the due date cumulatively entails:
- The right to suspend or cancel any delivery under any Order,
- On any sum not paid on its due date, a late payment penalty shall be applied without the need of a reminder, in the amount of the statutory delay interest accrued over the amount due for each day of delay;
- The Seller reserves the right to claim additional compensation for all other costs incurred by the late payment, in particular, when transmitting the file to to the Seller’s litigation services and/or collection department.
Article VI – Compensation
The Seller offset the amounts due by the customer with the amounts due by the Seller in respect of Orders made only with written consent of the Parties.
Article VII – Liability
Any loss or damage affecting the products or any property of the Seller, or of a third party, occurring before, during or after the loading or unloading operations, caused by the customer or any person acting on his behalf, is the responsibility of the customer. The products delivered by the Seller comply with the regulations in force, the customer being solely responsible for their receipt, storage and use in conditions that comply with the regulations.
No complaint, request or dispute relating to the non-conformity of the delivered products with the Seller's specifications or with the references and/or quantities of the products specified in the order will be accepted after 2 (two) months after delivery.
Article VIII – Safety Data Sheets (SDS) - REACH Regulation
SDSs can be consulted on the Internet (https://ms-sds.totalenergies.com/totalpullwebsite/). Products delivered subject to the REACH EC Regulation No. 1907/2006 of 18 December 2006 comply with the REACH Regulation in force on the day of their delivery, for the uses and under the conditions provided for in the SDS and/or specifications of the Seller. The Seller makes no warranty and incurs no liability for any other use, even notified by the customer, or any use not provided for in the SDS and/or the Seller's specifications, or not complying with the provisions of the SDS. In addition, no compensation may be charged to the Seller due to the implementation of the REACH Regulation, in particular in the event of late delivery or disruption of supply of products.
Article IX – Force majeure
Neither Party shall be liable to the other Party for any failure, delay or omission in the total or partial execution of an Order, provided that such failure originates from or results from an event beyond the reasonable control of the defaulting Party, which could not reasonably have been foreseen at the time of the conclusion of the Order and whose effects cannot be avoided by appropriate measures. Force Majeure includes the following events, regardless of the circumstances in which they occurred: (i) fires, accidents, explosions, interruption of public service, floods, hurricanes, earthquakes, any type of storm or similar disaster, riots, civil disorder, vandalism, war, insurrection, or any other resulting in a partial or total shutdown of production sites or production units of the product, distribution and delivery networks, logistics and various operations; (ii) strikes, even internal to the Seller; (iii) in accordance with a request or order of a person acting on behalf of a government, government department or agency (including but not limited to environmental, occupational health and safety agencies, etc.) ; or (iv) a shortage of raw material, transportation capacity, production, etc., or a shortage of product from Seller's supplier. In any case, force majeure can in no case be invoked in case of late payment or in case of non-payment. If an event beyond Seller's reasonable control restricts (i) the supply of raw materials or products from Seller's suppliers or (ii) the transportation of raw materials and products, preventing Seller from delivering the products in accordance with the Order, Seller may suspend all or part of the Order for the time it is prevented. If the Affected Party is unable to perform its obligations for a period exceeding thirty (30) days, the other Party may terminate all or part of the Order by written notice to the affected Party fifteen (15) days after such notification, in which case neither Party shall be liable to the other, except for cases of liability that commenced prior to such termination and that survive on the date of termination of the Affected Party.
Article X : Hardship
If, as a result of the occurrence of external economic circumstances that are reasonably unforeseeable at the time of the Order, the economic balance of the services of one of the Parties is modified in such a way that it makes the execution of the Order excessively onerous for that Party, the Seller and the customer will come together to determine by mutual agreement the adjustments necessary to restore the original balance, provided that the requesting Party adduces evidence in support of its claims.
In the absence of agreement by the Parties within fifteen (15) days of the request, the requesting Party may terminate the Order by written notification addressed to the other Party within fifteen days of the end of the period intended to reach an agreement, without any consideration, in particular financial, being due by the latter to the other Party
Article XI – Economic sanctions
For the purposes of the Order, the term “Sanctions Regulations” means any law, regulation, embargo or another restrictive measure (economic, financial, trade, etc.) relating to economic sanctions and export controls applicable to the Parties, which is enacted, administered, imposed, implemented and/or enforced from time to time by any Competent Authority with jurisdiction over the Parties and the Product(s) , including the European Union, France, any other Member state of the European Union and the United States of America.
XI.I. Each Party shall perform the Order in compliance with the Sanctions Regulations. If either Party is unable to perform the Order due to a conflict of law, the provisions specified under XI.V shall apply.
XI.II. The client, undertakes not to, directly or indirectly, distribute, sell, supply, export, reexport or otherwise transfer the Product(s) purchased from the SELLER, [TotalEnergies Marketing Bulgaria], in violation of Sanctions Regulations.
XI.III Moreover, the Client undertakes and warrants that it will not, directly or indirectly, distribute, sell, supply, export, re-export or otherwise transfer the Product(s) purchased from SELLER in Russia and/or Belarus and/or for use in Russia and/or in Belarus, as well as in any country that may be subject to restrictions by the Competent Authority.
XI. IV. The client shall implement adequate procedures to comply with Sanctions Regulations and detect possible non-compliant activities of third parties, including potential resellers, and apply all such procedures to transactions involving the products purchased from Seller.
XI.V In case of breach of the abovementioned commitments, the Seller will be able to (i) suspend the performance of the Order or (ii) terminate the Order. The client cannot claim any compensation rights provided for by the present Order.
XI.VI. Throughout the performance of the Order, the client undertakes to inform the Seller forthwith by written notice any information likely to impact the declaration or commitments covered by sections XI.I, XI.II, XI.III and XI.IV , including regarding the activities of third parties that may frustrate the same sections. The client shall make available to the Seller information relating to compliance with its obligations under sections XI.I, XI.II, XI.III and XI.IV within two weeks from the Seller's written request for such information.
XI.VII. Neither Party shall be obliged to perform any obligation under this Order if this would be not compliant with, in violation of, inconsistent with, or expose a Party (the “Affected Party”) to punitive measures under the Sanctions Regulations. In this event, the Affected Party, as soon as reasonably practicable shall give written notice to the other Party of its inability to perform forthwith. By doing so, the Affected Party may either (i) suspend the performance of the affected obligations under this Order as long as its inability to perform persists, or (ii) terminate the Order without possibility for the other Party to claim any compensation rights provided for by the present Order.
Article XII – Prevention of corruption
Under the anti-corruption laws applicable to the activities governed by the Order and more generally to the Parties or their parent company and in application of their policies and procedures:
XII.1 – The customer certifies that, for everything related to the Order, neither he, nor, to his knowledge, a person acting on his behalf, has made or offered, and will not make or offer, any payment, gift, promise or any other benefit, whether directly or through intermediaries, for the use or for the benefit of a person, whether or not it is a public official (the "Beneficiary "), where such payment, gift, promise or benefit has or will be intended to (i) influence an act or decision of the Beneficiary; (ii) induce such Beneficiary to perform or refrain from performing an act, in violation of its legal obligations; (iii) obtain an undue advantage; or (iv) induce such Beneficiary to use its influence to obtain an act or influence a decision of a public service, public authority or public enterprise.
XII.2 – The customer must organize and carry out appropriate internal controls to ensure that all payments made in connection with the execution of the Order are authorized and in compliance with it.
XII.3 – In the event that a public official (or one of its close members) holds or owns, directly or indirectly, shares or any interest in the customer, or is an officer, director or agent, the customer undertakes to inform the Seller in writing and to take appropriate measures to ensure that this public official (or a close member) complies with applicable legislation, particularly with regard to conflicts of interest. as well as the anti-corruption provisions described in Article XII.1 above.
Article XIII – Protection of personal data
The personal data that may be collected as part of the Order are processed by TotalEnergies Marketing Bulgaria (head office located at Sofia 1404, 69 Bulgaria Blvd., Business Center Infinity Tower, 13th floor). The purpose of this processing is commercial management as well as the follow-up of the commercial relationship with the customer and commercial prospecting in accordance with the legitimate interest of the controller. Personal data may only be transmitted to service providers or companies of the company TotalEnergies, in particular for prospecting purposes. Personal data will be kept for the time necessary for the aforementioned purposes and in accordance with the legal obligations of the controller. In accordance with and within the limits of the regulations relating to the protection of personal data, any natural person has the rights of access, rectification, deletion and portability of data, limitation of processing, opposition for legitimate reasons and the right to define guidelines relating to the fate of his personal data after his death. These rights must be exercised with TotalEnergies Marketing Bulgaria at the following email address: [email protected]. The holder of the personal data may also send a complaint to the competent state authorities if necessary.
Article XIV – Applicable law – attribution of jurisdiction and jurisdiction
The law applicable to the relationship between the Seller and the customer is Bulgarian law. Should the Parties fail to settle a dispute in amicable way (including а dispute relating to the formation or execution of the sale), then the dispute shall be exclusively, finally and definitively settled by the competent Bulgarian court.