Article I – Scope
These General Terms and Conditions of Sale ("GTC") shall apply to all sales made by TotalEnergies Marketing Bulgaria (the "Seller"), unless otherwise provided by contractual clauses expressly allowing an exception, or by special terms and conditions that amend or supplement them.
These GTC shall automatically prevail over any other provisions contained in the Customer's documents, unless otherwise expressly agreed in writing by the Seller.
The waiver by either Party of any right, or any failure to enforce any provision of these GTC, shall not be construed as a subsequent waiver of the same or any other provision, nor shall it constitute acceptance of any future breach.
For the purposes of these GTC, each party shall hereinafter be referred to individually as a Party (the “Party”) and collectively as the Parties (the “Parties”).
Article II – Prices
Products and services shall be invoiced at the price agreed exclusive of VAT, applicable at the time the order (the “Order”) has been duly accepted by the Seller.
Until such time as the Customer places an Order, the Seller reserves the right, without prior notice, to modify or change its products, their prices, and their availability.
Any price adjustment resulting from legislative or regulatory changes (including the imposition of taxes of any kind, changes in transportation rates, etc.) shall be immediately reflected in the invoice if such change occurs before delivery of the products or services to the Customer.
Article III – Orders and Sales
By placing an order under these GTC, the Customer accepts them in full and without reservation.
The Seller reserves the right not to accept an Order, particularly where the quantity or volume ordered exceeds 120% of the average monthly volume of Orders for the relevant product. The average monthly quantity or volume of Orders shall be determined based on Orders placed and delivered during the twelve-month period preceding the date of the Order.
The Seller may amend these GTC at any time.
Once accepted by the Seller, the Order obliges the Customer to take delivery of the corresponding quantities of products at the agreed location(s) and within the agreed timeframe.
If the Customer fails to take delivery of the products upon delivery, the Seller reserves the right to charge the Customer for the storage or return of the products, with a minimum charge of EUR 200 (excluding VAT) per Order, as well as for any costs related to the Order.
The Customer agrees that all documents may be exchanged and signed electronically and acknowledges the validity and enforceability of such documents in the event of a dispute.
Article IV – Quantity – Transfer of Risk – Delivery of Products
The quantity measured at loading and subject to metrological control shall constitute conclusive evidence of the quantity delivered.
The transfer of risk from the Seller to the Customer shall take place at the delivery point and in accordance with the applicable Incoterms® 2020 (ICC) rules, as agreed between the Seller and the Customer at the time the Order is placed.
Unless otherwise agreed, the products shall be dispatched at the Customer’s expense and risk.
In all cases, the transfer of risk shall occur at the loading or unloading point, being the agreed place of delivery.
The unloading of products shall be carried out entirely under the Customer’s responsibility, even where the carrier participates in the unloading operation.
Upon receipt of the products, the Customer shall perform all necessary inspections. In particular, the Customer must verify that the available storage capacity is sufficient to receive the ordered quantities.
In the event of shortages, excess quantities or damaged products, the Customer shall note the discrepancy in writing on the delivery note and immediately notify the Supplier.
In the case of latent defects (including damage, product substitution or similar issues), the Customer must submit its claims to the Supplier within a maximum period of two (2) months.
Article V – Payment
Unless otherwise approved by the Seller at the time of the Order, products shall be paid for by bank transfer within the payment period specified in the invoice.
The Seller does not accept payment in cash or by cheque.
The Seller reserves the right, at any time, to establish a credit limit for the Customer, to amend such limit, and/or to make the delivery of products conditional upon compliance with that limit and/or the provision of appropriate security, considering the payment terms granted to the Customer.
Any payment not made by the due date shall automatically and cumulatively result in:
- The Seller’s right to suspend or cancel any delivery under any other Order;
- The application, without prior notice or formal demand, of late-payment interest on any amount outstanding as of the due date, calculated at the statutory default interest rate on the unpaid amount for each day of delay;
- The Seller reserving the right to claim additional compensation for all other costs incurred because of the delayed payment, including, but not limited to, costs related to referral of the matter to legal counsel and/or to the Seller’s debt collection department.
Article VI – Set-Off
The Seller may set off amounts owed by the Customer against amounts payable by the Seller in relation to Orders only where the Parties have expressly agreed to such set-off in writing.
Article VII – Liability
The Customer shall be liable for any loss of or damage to the products or to the property of the Seller or any third party occurring before, during or after the loading or unloading operations, where such loss or damage is caused by the Customer or by any person acting on its behalf.
The products supplied by the Seller comply with the applicable regulations in force. The Customer shall bear sole responsibility for receiving, storing and using the products in accordance with all applicable legal and regulatory requirements.
No complaint, claim or dispute relating to the non-conformity of the delivered products with the Seller’s specifications, references and/or the quantities specified in the Order shall be accepted or considered after the expiry of a period of two (2) months from the date of delivery.
Article VIII – Safety Data Sheets (SDS) – REACH Regulation
Safety Data Sheets (SDS) may be consulted online at: https://ms-sds.totalenergies.com/totalpullwebsite/
Products supplied under Regulation (EC) No. 1907/2006 (REACH) of 18 December 2006 comply with the requirements of the REACH Regulation in force on the date of delivery, if they are used under the conditions described in the relevant Safety Data Sheet and/or in the Seller’s specifications.
The Seller provides no warranty and accepts no liability for any other use of the products, including any use communicated by the Customer, any use not provided for in the Safety Data Sheet and/or the Seller’s specifications, or any use that does not comply with the provisions of the Safety Data Sheet.
Furthermore, the Seller shall not be liable for, nor be required to compensate for, any consequences arising from the application of the REACH Regulation, including, without limitation, cases of delayed delivery or interruption of product supply.
Article IX – Force Majeure
Neither Party shall be liable to the other for the total or partial non-performance of an Order, provided that such non-performance results from or is caused by an event beyond the reasonable control of the defaulting Party, which could not reasonably have been foreseen at the time the Order was placed and whose effects could not be avoided through appropriate measures.
Events of force majeure shall include, regardless of the circumstances in which they occur:
- Fires, accidents, explosions, interruption of public services, floods, hurricanes, earthquakes, storms of any kind or similar disasters, riots, civil disturbances, vandalism, war, insurrection, or any other event resulting in the partial or total shutdown of facilities or units producing the products, distribution and supply networks, logistics operations, or other operational activities;
- Strikes, including strikes affecting the Seller's own workforce;
- Compliance with any request or order issued by a person acting on behalf of a government, governmental department or agency (including, without limitation, environmental, occupational health and safety, and similar authorities);
- Shortages of raw materials, transportation capacity, manufacturing capacity, or product shortages affecting the Seller’s suppliers.
Under no circumstances shall force majeure apply to delayed payment or non-payment obligations.
If an event beyond the reasonable control of the Seller limits:
- the supply of raw materials or products by the Seller’s suppliers; or
- the transportation of raw materials or products,
thereby preventing the Seller from delivering the products in accordance with the Order, the Seller may suspend all or part of the Order for the duration of the impediment.
If the affected Party remains 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, effective fifteen (15) days after such notice. In such case, neither Party shall be liable to the other, except with respect to liabilities that arose prior to termination and remained outstanding on the termination date.
Article X – Hardship
If, as a result of external economic circumstances that were reasonably unforeseeable at the time the Order was placed, the economic balance of the obligations of one of the Parties is altered to such an extent that the performance of the Order becomes excessively burdensome for that Party, the Seller and the Customer shall meet and seek, in good faith, to agree upon the adjustments necessary to restore the original economic balance of the Order, provided that the requesting Party submits evidence supporting its claim.
If the Parties fail to reach an agreement within fifteen (15) days from the request for renegotiation, the requesting Party may terminate the Order by written notice addressed to the other Party within fifteen (15) days following the expiry of the negotiation period.
Such termination shall take effect without any compensation or consideration of any kind, including financial compensation, being payable by the terminating Party to the other Party.
Article XI – Economic Sanctions
For the purposes of the Order, “Sanctions Regulations” shall mean any law, regulation, embargo, or other restrictive measure (economic, financial, trade-related, or otherwise) relating to economic sanctions and export controls that is applicable to the Parties and has been adopted, administered, imposed, enforced and/or is in force from time to time by any competent authority having jurisdiction over the Parties and/or 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 with applicable law, the provisions set out in section XI.VII shall apply.
XI.II
The Customer undertakes not to distribute, sell, supply, export, re-export, or otherwise transfer, directly or indirectly, any products purchased from the Seller (TotalEnergies Marketing Bulgaria) in violation of the Sanctions Regulations.
XI.III
Furthermore, the Customer undertakes and warrants that it shall not directly or indirectly distribute, sell, supply, export, re-export, or otherwise transfer the Products purchased from the Seller to Russia and/or Belarus, or to any country that may be subject to restrictions imposed by a Competent Authority.
XI.IV
The Customer undertakes to implement appropriate procedures to ensure compliance with the Sanctions Regulations and to identify potential non-compliant activities by third parties, including potential resale transactions. Such procedures shall apply to all transactions involving Products purchased from the Seller.
XI.V
In the event of a breach of the commitments set out above, the Seller shall be entitled to:
- Suspend performance of the Order; or
- Terminate the Order.
In such circumstances, the Customer shall not be entitled to claim any compensation under the Order.
XI.VI
During the performance of the Order, the Customer shall promptly notify the Seller in writing of any information likely to affect the representations, warranties, or commitments referred to in sections XI.I, XI.II, XI.III, and XI.IV, including any activities of third parties that may interfere with compliance with those commitments.
The Customer shall provide the Seller with any information relating to compliance with its obligations under sections XI.I, XI.II, XI.III, and XI.IV within two (2) weeks of receiving a written request from the Seller for such information.
XI.VII
Neither Party shall be required to perform any obligation under the Order where such performance would not comply with, would violate, would be inconsistent with, or would expose either Party (the “Affected Party”) to penalties or restrictive measures under the Sanctions Regulations.
In such case, the Affected Party shall notify the other Party in writing, within a reasonable period, of its inability to continue performing its obligations.
The Affected Party may then:
- Suspend performance of the affected obligations under the Order for as long as the inability to perform continues; or
- Terminate the Order,
without the other Party being entitled to claim any compensation or damages arising from such suspension or termination under the Order.
Article XII – Anti-Corruption
In accordance with anti-corruption laws applicable to the activities governed by the Order and, more generally, to the Parties and their parent companies, and in compliance with their respective policies and procedures:
XII.1
The Customer represents and warrants that, in connection with the Order, neither it nor, to its knowledge, any person acting on its behalf has made, offered, promised, or will make, offer, or promise any payment, gift, benefit, or other advantage, directly or indirectly through intermediaries, to or for the benefit of any person, whether a public official or otherwise (the “Beneficiary”), where such payment, gift, promise, or advantage is intended to:
- Influence any act or decision of the Beneficiary;
- Induce the Beneficiary to perform or refrain from performing any act in violation of their legal duties;
- Secure an improper advantage; or
- Induce the Beneficiary to use their influence to obtain an act or influence a decision of a public administration, public authority, or state-owned enterprise.
XII.2
The Customer shall establish and maintain appropriate internal controls to ensure that all payments made in connection with the performance of the Order are properly authorized and compliant with the Order and applicable laws.
XII.3
If a public official (or any of their close relatives) directly or indirectly owns shares, equity interests, or any other ownership interest in the Customer, or serves as an officer, director, or agent of the Customer, the Customer shall:
- Inform the Seller in writing without delay; and
- Take appropriate measures to ensure that such public official (or their close relative) complies with all applicable laws, particularly those relating to conflicts of interest, as well as the anti-corruption provisions set out in Article XII.1 above.
Article XIII – Personal Data Protection
Personal data that may be collected in connection with the Order is processed by TotalEnergies Marketing Bulgaria, whose registered office is located at:
69 Bulgaria Boulevard, Infinity Tower Business Center, Floor 13, 1404 Sofia, Bulgaria.
The purpose of this process is commercial management, monitoring of the commercial relationship with the Customer, and market research activities, based on the legitimate interests of the data controller.
Personal data may only be disclosed to service providers or companies within the TotalEnergies Group, for research and analysis purposes.
Personal data shall be retained for the period necessary to achieve the above-mentioned purposes and in accordance with the legal obligations applicable to the data controller.
In accordance with applicable personal data protection legislation, everyone has the right to:
- Access their personal data;
- Rectify inaccurate or incomplete data;
- Request erasure of personal data;
- Exercise the right to data portability;
- Request restriction of processing;
- Object, on legitimate grounds, to the processing of their personal data; and
- Provide instructions regarding the handling of their personal data after their death.
These rights may be exercised by contacting TotalEnergies Marketing Bulgaria at:
[email protected]
The data subject may also lodge a complaint with the competent public authorities where appropriate.
Article XIV – Applicable Law – Jurisdiction
The relationship between the Seller and the Customer shall be governed by and construed in accordance with the laws of Bulgaria.
If the Parties are unable to resolve a dispute amicably and in a spirit of cooperation (including any dispute relating to the conclusion or performance of a sale), such dispute shall be submitted exclusively and finally to the competent Bulgarian courts.