I. SUBJECT
I.1. These general terms and conditions have been adopted on the basis of Art. 298, para. 1 of the Commercial Law by ZIZITO BG EOOD, with UIC 205656590, with registered office and address of management in Sofia, ZIP code 1303, Stefan Stambolov" 1, referred to here below for short as the “SELLER”.
I.2. These general terms and conditions are applicable to all contracts for sale on the territory of the Republic of Bulgaria, concluded between the SELLER on the one hand, and on the other hand a natural or legal entity in his capacity as Buyer (the "BUYER").
I.3. The parties to the contracts to which these general terms and conditions apply are the Seller and the Buyer (hereinafter referred to collectively as the "PARTIES" and separately as the "PARTY"). The Buyer may not transfer his obligations under the contract to a third party without the prior written consent of the Seller, unless that person is his universal successor..
I.4. Deviations from these general terms and conditions are made only in writing..
II. DEFINITIONS
II.1. All terms used in these General Terms and Conditions have the following meanings:
а. "Goods" means goods designed and manufactured in accordance with the requirements of the harmonized standards and the Ordinance on the essential requirements and conformity assessment of toys intended for play or other purposes by children under 14 years of age, as well as other goods (baby products, organic products, cosmetics and tea) imported by the Seller for sale in the European Union.
b. "Assortment of Goods" or only "Assortment" means all goods offered by the Seller, regardless of under what form - catalogs, online stores, brochures, newsletters, etc.
c. "Contract of sale" or only "Contract" means an agreement between the Seller and the Buyer for the sale and delivery of goods, an integral part of which are these general terms.
d. "Order Application" or just "Order" means a statement addressed to the Seller by the Buyer for the purchase of goods from the Assortment. The order is an integral part of the contract.
e. "Order Confirmation" means the confirmation of the Buyer's order by the Seller in writing, including electronic form, to the specified address, telephone, fax or e-mail of the Buyer.
f. "Buyer's Warehouse" means the Buyer's premises in which the Goods are delivered.
g. "Delivery" means any delivery of ordered goods made by the Seller with its own transport and/or by a third party at the expense of the Seller to the-Buyer's warehouse.
h. "Packaging" means the primary means of preserving the quality of the goods on which the Seller's identification marks are reflected.
i. "Force majeure" means an accidental event or force majeure including fire, industrial accidents, hostilities, natural disasters (storms, torrential rains, floods, hail, earthquakes, icing, drought, landslides, etc.), embargoes, strikes, riots and rebellions, sabotage, quarantine, suspension of the sale of goods and their withdrawal from the market, as they are dangerous or pose a serious risk to the life and health of consumers, or prohibitions on import/export.
j. "Essential requirements" means the requirements applicable to the goods, provided for in the ordinances adopted by the Council of Ministers pursuant to the Law on Technical Requirements for Products.
III. PAYMENT TERMS
III.1. When concluding the contracts, the parties choose one of the following options for payment of the price:
а. Option 1: payment of the price in full upon confirmation of the order;
в. Option 2: payment of the price in full within a certain period after delivery (hereinafter "Deferred Payment").
III.2. Payment of the price under the contracts is made by bank transfer to the account specified by the Seller.
III.3. The parties may agree on additional discounts on the price of the contracts, which are valid if made in writing.
IV. ORDER. SIGNING A CONTRACT
IV.1. The Buyer may order goods from the Seller:
а. through the Seller's website,
b. by e-mail message sent to the e-mail of the Seller, indicated on his page,,
c. in the Seller's showroom, through an order form.
IV.2. For the purpose of these General Terms and Conditions, the Seller's catalog, in which the Buyer has indicated the type and number of the goods he orders, is equated to an order form.
IV.3. Each order must contain the type, code and quantity of the ordered goods.
IV.4. The contract for sale of the ordered goods is considered concluded as of the date on which the Seller has confirmed the order to the Buyer, respectively the availability of the ordered goods.
IV.5. An order for delivery of seasonal goods, as well as for those goods from the Assortment, for which this is indicated by the Seller in the relevant catalog, online store, brochure or newsletter, should be made in advance within 6 months.
IV.6. Provided that the Buyer has fulfilled its obligations, the contract shall automatically continue for the same period and under the same conditions, if neither Party sends to the other notice of termination, not later than 30 (thirty) days from the date of expiration of the originally agreed term, respectively of its continuation. The rule for renewal of the term under the conditions provided for this is applied repeatedly.
V. DELIVERY TERMS
V.1. The term for the delivery of available goods is up to 10 (ten) days from the date of concluding the contract..
V.2. The Seller notifies the Buyer of the delivery date within 3 (three) working days from the date of conclusion of the contract.
V.3. Delivery is made directly from the Seller to the Buyer's warehouse or through a third party - forwarder, carrier or other courier (hereinafter referred to as "Courier").
V.4. The delivery of the goods is made to the warehouse of the Buyer at the expense of the Seller, in case the amount of the invoice for the delivery is over BGN 200, VAT incl.
V.5. Upon delivery of the goods, the Seller or the courier shall provide the Buyer with an invoice for the payment, which is an integral part of the contract, as well as:
а. documents necessary to trace the origin of the goods;
b. documents required to trace the distribution chain of the goods;
c. certificates and technical documentation necessary to demonstrate the conformity of the goods with the Essential Requirements;
d. instructions for use and information on warranty, claims and compensation upon withdrawal of the goods, as well as any other documents provided by the law applicable to the contracts.
V.6. The risk of loss of or damage to the goods passes from the Seller to the Buyer upon delivery of the goods.
V.7. In cases where the parties have chosen Deferred Payment, the goods remain the property of the Seller until full payment of the price. Regardless of the transfer of ownership, the risk passes to the Buyer with the delivery of the goods.
V.8. The Seller is obliged to deliver goods with a remaining shelf life at the date of delivery not less than 1/3 of the total shelf life.
V.9. The Buyer is obliged to accept the goods on the day of delivery.
V.10. The Buyer is obliged to provide a warehouse where the goods will be delivered, as well as the actions for their unloading and acceptance. The costs for unloading, storage and acceptance of the goods are at the expense of the Buyer.
V.11. The delivery of the goods is recorded in a handover protocol. In the cases when the delivery is made by a Courier, the document issued by him, certifying the handing over/delivery of the Goods is equivalent to the acceptance-delivery protocol.
V.12. The Buyer is obliged to ensure on the date of delivery the presence in his warehouse of a representative appointed by him, duly authorized to accept the goods and to sign on behalf of the Buyer the invoice, the acceptance protocol, respectively the equivalent document issued by the courier. The Buyer's representative should have the relevant Power of Attorney or to be explicitly stated in the contract.
V.13. Any remarks regarding the quality or quantity of the delivered goods or any other Buyer's objections regarding the goods and their packaging ("CLAIMS") will be accepted by the Seller only if the returned goods are not damaged and are in the same condition in which they were delivered and only in whole boxes.
V.14. Along with the claim the Buyer has the right to request alternatively the goods - subject of the claim to be replaced at the expense of the Seller with another of the same type and quality, or to receive back from the Seller what was paid.
V.15. If the Buyer does not state his claims immediately upon receipt of the goods and during their inspection, the delivery is considered approved, unless it concerns hidden defects that could not be identified upon receipt of the goods.
V.16. If the Seller recognizes the claim as justified, he will replace the goods at his own expense within 10 (ten) days. The Buyer may ask for the value of the goods instead of replacing them.
V.17. The Buyer assumes full responsibility for and will compensate and protect the Seller from any damages, claims, liability, loss or costs (including any legal costs) that the Seller may suffer or incur or has suffered and has incured due to the Buyer's packaging..
VI. WARRANTY PROVISION
VI.1. The Seller undertakes to provide warranty and warranty service of the goods purchased by the Buyer's customers in cases where they are subject to warranty service. The right to warranty service can be exercised in cases where the Buyer presents an original invoice or fiscal receipt for the product subject to resale.
VI.2. The Seller does not provide any guarantees in the resale of the goods, except those contained in the current brochures, leaflets or other materials of the Seller..
VI.3. In the event that the Buyer gives a warranty in violation of the above, it is entirely at the expense of the Buyer and the Seller is not responsible for it. In addition the Buyer will indemnify the Seller for any damages arising out of any requests, claims, court claims, proceedings, damages, obligations, costs or losses of any kind (including legal costs) related to such presentation or warranty.
VII. MARKETING AND SALES POLICIES
VII.1. The Seller notifies the Buyer of upcoming promotions, sales and other promotional conditions at least 10 (ten) days before their start.
VII.2. Any advertising of the Goods, made by the Buyer through any media, will be conducted in a dignified manner, which will benefit the goodwill and reputation of the Seller, will meet the highest standards and will show the brands only in a way approved by the Seller.
VII.3. The Buyer should send to the Seller copies or samples of all advertisements and promotions for approval, and the Buyer agrees to withdraw advertisements or promotions that the Seller deems inappropriate..
VII.4. The Buyer acknowledges and agrees that all advertising and promotional materials related to the Seller's Goods or bearing the Seller's trademarks remain the property of the Seller, who retains full and exclusive ownership of all reserved copyrights on the same. The advertising stands of the Seller received by the Buyer must be returned upon request within 30 (thirty) days, and the Seller is not obliged to motivate its request in any way.
VII.5. The Seller may, at its sole discretion, provide a marketing discount to offset the costs associated with the performance of the Buyer's obligations, and details of this marketing discount, if any, have to be notified by the Seller to the Buyer separately, where it is understood that the Seller has the right, in its sole discretion, to amend or terminate any such marketing rebate with a sixty (60) days written notice to Buyer.
VII.6. Determining the Buyer's sales and marketing strategies and sales prices for the Goods is the Buyer's responsibility. The Seller may provide the Buyer with a recommended price list, on which he will recommend him to sell the goods, as well as consultations regarding business processes, sales policies, procedures and systems, marketing programs and promotions..
VII.7. The parties may agree on a unified marketing and advertising strategy, which should be the subject of an explicit agreement in each individual contract. Advertising and marketing costs are agreed between the Parties for each campaign.
VII.8. The parties may agree on additional bonuses when a certain sales volume is reached.
VIII. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
VIII.1. In case of a need for consultation on the characteristics of any of the goods, the Buyer has the right to request and the Seller is obliged to provide clarifications within a reasonable term..
VIII.2. If, according to one of the Parties, there is a debit or credit balance, the Parties undertake to compare the accounting data at the request of that Party, but not less than once a year. The Seller will respond/send his position on the inspection reports sent by the Buyer with or without amendments. If the Buyer does not respond to the verification document sent by the Seller within 14 (fourteen) days, the Seller's data on the document will be considered correct..
VIII.3. All notifications under the contract and related correspondence, requests and other statements between the Parties should be made in writing, including electronic form.
IX. CONSEQUENCES OF TERMINATION AND CANCELLATION OF THE CONTRACTS
IX.1. Each party has the right to unilaterally terminate the contract in the event that the other party violates any of its provisions and fails to remedy the breach within thirty (30) days of receiving a written notice of the breach..
IX.2. Without prejudice to the above, the Seller has the right to terminate the contract unilaterally:
а. with a 30 days advance notice to the Buyer in the cases under art. X.4 of the General Terms and Conditions;
b. immediate notice in case that the Buyer assigns or attempts to assign any of the rights or obligations under the contract to a third party without the prior written consent of the Seller.
IX.3. The Seller has the right to terminate the contract with an unilateral written notice to the Buyer with immediate effect in case he learns that his specific product is dangerous or poses a serious risk to the life and the health of the consumers which necessitates the suspension of its realization and its withdrawal from the market. The Buyer is obliged to suspend the sale and to withdraw all goods to which the notification relates immediately, but not later than 14 days from receipt of the notification in respect of dangerous goods or respectively 7 days from the receipt of the notification related to goods posing a serious risk to the life and the health of the consumers.
IX.4. Termination or cancellation of the contracts does not release either party from any obligation under the contract and these General Terms and Conditions prior to such termination, including, without limitation, the Buyer’s obligation to purchase the goods covered by delivery orders made by the Buyer to the Seller; and to pay the Seller for the goods delivered or to be delivered under the purchase orders accepted prior to early termination, or the Seller’s obligation to deliver the goods under the accepted orders, or to release each party from its liability for breach of its obligations under the terms of the contract, which arose before the early termination; nor shall it deprive any of the parties of its right to exercise any other remedy at their disposal.
IX.5. Cancellation or termination of the contracts does not extinguish those rights and obligations of the parties, which by their nature should remain in force upon termination or cancellation of the contracts.
IX.6. Upon termination/cancellation of the contract for any reason:
а. all rights granted by the Seller to the Buyer will be considered immediately withdrawn, and the Buyer will immediately pay all amounts payable and due to the Seller, and in any case within ten (10) days from the date of termination of the contract;
b. The Buyer should immediately return to the Seller all confidential data, advertising and promotional materials and any other materials and documents provided to the Buyer and related to the contract or otherwise relating to the activities of the Seller;
c. The Seller has the option, but not the obligation, to repurchase from the Buyer any of the Goods by reimbursing the Buyer a price for those Goods, provided, however, that the Seller may set-off and deduct from the repurchase price any amount that is payable and due by the Buyer to the Seller, as well as all transport costs and duties related to the delivery of these goods to the Seller;
d. The Seller will not be liable to the Buyer for the lawful termination of the contract for any damages, whether direct, subsequent or incidental, for the account of the loss of future profits from expected sales, or due to costs, investments, leases or commitments in connection with activities resulting from this termination of the contract; and
e. If the Seller continues to deliver goods to the Buyer after the termination of the contract, this delivery will not be construed as a refusal to terminate/cancel it or as a renewal of the contract.
X. RESPONSIBILITY
X.1. In the event that the Seller notifies the Buyer that the delivered goods or part of them must be seized or otherwise withdrawn from the market, and the latter refuses or otherwise fails to do so in a timely manner, the Buyer agrees to indemnify the Seller for any losses, damages or costs, including legal costs, incurred or suffered by the Seller as a result of such inaction or refusal.
X.2. The Seller will not be liable for compensation for damages suffered by the Buyer when the execution of the order has become objectively impossible or when it is not due to the fault of the Seller.
X.3. In case of delay in payment of the contract price in whole or in part, the Buyer owes to the Seller a penalty for delay in the amount of 0.1% (zero point one percent) of the unpaid amount accrued for each day during which the delay is present.
X.4. In case of the Buyer's delay to pay the price under the contract in whole or in part lasts more than 30 (thirty) calendar days, the Seller has the right to claim performance along with a penalty for delay or to cancel the contract and to seek a penalty for non-performance in the amount of 20% (twenty percent) of the contract price.
X.5. All payments due by the Buyer to the Seller for which the Parties have not set payment terms, including losses and penalties, must be paid within 15 days of the related Seller's request..
X.6. In the event that the actual damages and lost profits of the Seller exceed the penalties under this section, the Seller reserves the right to file a claim in the manner prescribed in these General Terms and Conditions..
X.7. In case the Buyer has no claims related to the quantity, price, quality of the goods, its integrity, etc. within a period of 30 days, the order is considered duly executed and the invoice is considered accepted/confirmed by the Buyer.
XI. FORCE MAJEURE CIRCUMSTANCES
XI.1. Each party will be released from liability for full or partial non-performance of the contract if it is due to force majeure circumstances for which it has sent a written notification to the other party, describing the reasons for this.
XI.2. The party, whose non-fulfillment is due to force majeure, is obliged to notify the other party within 3 (three) working days from the date on which the force majeure occurred, presenting a certificate of force majeure issued by the Bulgarian Chamber of Commerce and Industry.
XI.3. The term for the fulfillment of the obligation of the party is extended accordingly for the period during which these circumstances continue.
XI.4. In the event of force majeure lasting more than three (3) months, each party has the right to terminate the contract by notifying the other party in writing.
XII. INTELLECTUAL PROPERTY RIGHTS
XII.1. The Seller and its counterparties do not assign to the Buyer any rights to trademarks, patents, design and all other intellectual property rights in any form by the contract and the General Terms.
XIII. CONFIDENTIALITY
XIII.1. The parties are obliged to treat the information received during or on the occasion of the conclusion or performance of the contracts, under the conditions of strict confidentiality. Any unauthorized disclosure of confidential information, including but not limited to trade information, trade secrets, price proposals, trade practices and plans, know-how, as well as any other information directly related to the trading activities of the Parties, will be considered a breach of the obligation for confidentiality and grounds for the cancellation of the contracts, as the defective party will owe to the correct party compensation in the amount of suffered damages and the lost profits.
XIV. PROTECTION OF PERSONAL DATA
XIV.1. The parties are obliged to process personal data of customers and their employees in accordance with the requirements of the Bulgarian and the European legislation, and they should make all necessary efforts and apply the measures necessary for the appropriate and secure processing and protection of personal data..
XV. APPLICABLE LAW AND JURISDICTION
XV.1. The contractual relations between the Seller and the Buyer, to which these General Conditions are applicable, are regulated by the domestic law of the Republic of Bulgaria.
XV.2. Any dispute regarding the existence and operation of the General Terms and Conditions and the contracts, including disputes and disagreements over the validity, interpretation, termination, performance or non-performance, shall be referred to the CEIBG Arbitration Court with a sole arbitrator designated by the Seller.
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