General Terms and Conditions of Sale
These Terms and Conditions are adopted by “Chem Pharm Contract” Ltd. (hereinafter referred to as “Merchant”) pursuant to Art. 16 of the Law on Obligations and Contracts and Art. 298 of the Commercial Law (Bulgaria).
First Edition – 03.2026
Table of Contents
1. General Provisions
1.1. These General Terms and Conditions of Sale (hereinafter — ‘Terms’) govern all sales transactions concluded between Chem Pharm Contract EOOD, Bulgaria (hereinafter — ‘Seller’) and the buyer (hereinafter — ‘Buyer’), unless otherwise agreed in writing.
1.2. These Terms apply exclusively. Any terms and conditions of the Buyer that conflict with or deviate from these Terms are not recognised by Seller, even if Seller has carried out delivery without express objection.
1.3. Any amendments or additions to these Terms are valid only upon written consent of an authorised representative of Seller.
1.4. These Terms apply exclusively to transactions between entrepreneurs (B2B). Sales to end consumers are not carried out.
1.5. Should any provision of these Terms be held invalid in whole or in part, this shall not affect the validity of the remaining provisions. The Parties undertake in good faith to agree on a replacement provision as close as possible to the meaning of the invalid one.
1.6. The term ‘in writing’ in these Terms means any document transmitted by one party to the other, including letters and electronic mail (e-mail).
2. Goods
2.1. The subject of sale is empty hard capsules (gelatin, HPMC, pullulan) and other related products specified in Seller’s order confirmation (hereinafter — ‘Goods’).
2.2. Descriptions, illustrations and technical data in catalogues, on the website or in promotional materials are indicative only and do not form part of the contract unless expressly stated otherwise in the order confirmation.
2.3. Where sales are made by sample, the characteristics of the sample are not guaranteed for the entire batch. Samples are considered exclusively as demonstration specimens.
3. Orders and Confirmation
3.1. An order is accepted and binding on Seller only upon issuance of a written order confirmation to Buyer. Verbal agreements take effect only after written confirmation by Seller.
3.2. Seller’s offers are non-binding and may be amended or withdrawn prior to issuance of an order confirmation.
3.3. Cancellation of an accepted order by Buyer is permitted only with Seller’s written consent. Upon agreed cancellation, Buyer shall reimburse Seller for all costs actually incurred in connection with execution of the order up to the moment of cancellation.
3.4. Seller may engage subcontractors to fulfil an order without Buyer’s prior consent.
4. Prices
4.1. The price of the Goods is determined by Seller’s order confirmation and is expressed in euros (EUR), unless another currency has been expressly agreed in writing.
4.2. All prices are exclusive of VAT. VAT and any other applicable taxes, duties and charges, including those related to transport, are added in accordance with applicable law and the applicable delivery terms (Incoterms).
4.3. In the event of a material change in cost of goods driven by objective factors (change in manufacturer’s prices, exchange rate fluctuations exceeding 5%, change in customs duties or freight rates), Seller may propose a price revision by written notice to Buyer. If the Parties do not reach agreement within 14 days of the notice, either Party may terminate the contract by written notice with a 14-day notice period.
5. Delivery Terms
5.1. Delivery is carried out on the terms specified in the order confirmation, in accordance with Incoterms 2020. Standard terms are:
a) EXW — Ex Works: manufacturer’s warehouse in China or Seller’s warehouse in Bulgaria;
b) DAP — Delivered at Place: delivery to Buyer’s address within the EU from Seller’s warehouse in Bulgaria; customs clearance within the EU has already been completed by Seller;
c) other Incoterms 2020 conditions — by separate written agreement of the Parties.
5.2. Delivery dates are indicative only, unless confirmed by Seller in writing as binding. Seller shall not be liable for delays caused by circumstances beyond its reasonable control.
5.3. Partial deliveries are permitted and shall not be considered a breach of Seller’s obligations.
5.4. Risk of accidental loss or damage to the Goods passes to Buyer at the moment determined by the applicable Incoterms 2020.
5.5. Title to the Goods remains with Seller until full payment of all amounts due to Seller in respect of such Goods. During the retention of title period, Buyer shall store the Goods properly and ensure they are identifiable as Seller’s property.
6. Payment Terms
6.1. Payment shall be made on the basis of 100% prepayment prior to shipment of the Goods, unless a different payment arrangement has been agreed by the Parties in a separate written agreement.
6.2. All bank charges on Buyer’s side shall be borne by Buyer. Payment is deemed made upon receipt of funds in Seller’s bank account.
6.3. In the event of an agreed deferred payment and late payment, interest shall accrue on the outstanding amount from the day following the due date at the rate provided under EU Directive 2011/7/EU on combating late payment in commercial transactions. Additionally, Seller may claim a fixed recovery fee as set out in that Directive (minimum EUR 40).
6.4. In the event of late payment on any invoice, all other amounts due to Seller shall become immediately payable.
6.5. Buyer shall not be entitled to withhold or set off any amounts against Seller’s claims, except where Buyer’s counterclaim has been acknowledged by Seller in writing or confirmed by a final court judgment.
6.6. In the event of late payment or well-founded doubts as to Buyer’s solvency, Seller may suspend fulfilment of all current orders until full settlement of the outstanding debt and/or require prepayment for future orders.
7. Acceptance and Claims
7.1. Buyer shall inspect the Goods immediately upon receipt and carry out incoming inspection in accordance with its internal procedures.
7.2. Claims regarding visible defects (visible damage to packaging, shortage, non-conformity in product name or size) must be submitted to Seller in writing no later than 7 (seven) calendar days from the date of receipt of the Goods. After expiry of this period, the Goods shall be deemed accepted by Buyer without objection as to visible defects.
7.3. Claims regarding latent defects (defects that cannot be identified upon proper visual inspection) must be submitted to Seller in writing no later than 30 (thirty) calendar days from the date of discovery of the defect. A latent defect must be discovered within the shelf life of the Goods.
7.4. A claim must include: description of the defect, order/invoice number, batch number (LOT), photographs of the defect, and, where available, results of Buyer’s incoming inspection.
7.5. Goods subject to a claim must be kept in original packaging, separate from other property, under proper storage conditions until the claim is resolved. Seller may dispatch an inspector to examine the Goods and/or request samples for laboratory analysis.
7.6. In the event of a justified claim, Seller shall determine the method of remedy at its sole discretion on a case-by-case basis. Available options: replacement of the defective batch, issuance of a credit note for the value of the defective Goods, provision of a discount on the next delivery.
7.7. The existence of a claim in respect of a specific delivery does not relieve Buyer of its obligation to accept and pay for other deliveries under the same or any other contract.
8. Warranties
8.1. Seller warrants that the Goods at the time of delivery comply with the manufacturer’s specifications and applicable regulatory requirements of the country of manufacture, unless otherwise agreed in writing.
8.2. Seller gives no other warranties, express or implied, including warranties of fitness for a particular purpose or merchantability, unless expressly provided for in these Terms.
8.3. The warranty does not cover defects arising from: a) improper storage, handling or use of the Goods by Buyer; b) failure to follow manufacturer’s or Seller’s instructions; c) processing or mixing of the Goods with other substances; d) use of the Goods after expiry of shelf life.
9. Buyer's Regulatory Responsibility
9.1. Buyer is a distributor or finished goods manufacturer and bears sole responsibility for:
a) compliance of the Goods and any finished products incorporating them with all applicable legislative requirements in the countries where the Goods are placed on the market;
b) obtaining all necessary permits, registrations, licences and certificates in the country of destination;
c) correct labelling, packaging and documentation of finished products;
d) compliance of manufacturing and quality control processes with pharmaceutical, food or other applicable regulations.
9.2. Seller supplies the Goods as a component. Seller does not verify and bears no responsibility for compliance of Buyer’s finished products with any regulatory requirements applicable in Buyer’s country or in the country of the end consumer.
9.3. Buyer undertakes to defend and indemnify Seller against all costs, losses and third-party claims arising from Buyer’s breach of applicable law or use of the Goods in a manner inconsistent with manufacturer’s or Seller’s instructions.
10. Limitation of Liability
10.1. Seller’s aggregate liability to Buyer on any ground, including breach of contract, tort or otherwise, shall not exceed the value of the specific batch of Goods in respect of which the claim is made, as per the relevant Seller invoice.
10.2. Under no circumstances shall Seller be liable for indirect losses, loss of profit, loss of production, loss of reputation, loss of data or any other indirect or consequential damage, regardless of the basis for such liability.
10.3. The limitations of liability set out in this section do not apply in cases of Seller’s wilful misconduct or gross negligence, nor in cases where limitation of liability is expressly prohibited by applicable law.
11. Force Majeure
11.1. Seller is released from liability for non-performance or improper performance of obligations if such non-performance is caused by force majeure circumstances beyond Seller’s reasonable control, including but not limited to: war, civil unrest, terrorism, natural disasters, epidemics and pandemics, acts of governmental authorities, disruptions to transport, manufacturer or raw material suppliers.
11.2. Seller shall notify Buyer of the occurrence of force majeure circumstances within a reasonable time, indicating the expected duration.
11.3. If force majeure circumstances persist for more than 60 (sixty) days, either Party may terminate the contract by written notice without any liability for non-performance.
12. Confidentiality
12.1. The Parties undertake to keep confidential and not disclose to third parties the other Party’s confidential information obtained in connection with the business relationship, including but not limited to: pricing terms, information about manufacturers and suppliers, technical data, business plans.
12.2. Confidentiality obligations shall remain in force for 3 (three) years after termination of the business relationship, unless otherwise agreed in writing.
12.3. Buyer shall not resell the Goods in the manufacturer’s original packaging retaining the manufacturer’s name and trademarks without Seller’s prior written consent.
13. Personal Data Protection
13.1. Seller processes personal data of Buyer’s contact persons in accordance with Regulation (EU) 2016/679 (GDPR), applicable Bulgarian legislation, and Seller’s Privacy Policy, for the purposes of business communication, pre-contractual and contractual relations, order administration, logistics coordination, and compliance with legal obligations.
13.2. Detailed information regarding the categories of personal data processed, purposes of processing, legal grounds, retention periods, data subject rights, and related data protection practices is available in Seller’s Privacy Policy published on Seller’s website.
13.3. By accepting these Terms, Buyer confirms that it has informed its employees, representatives, and contact persons whose personal data may be shared with Seller in connection with the business relationship.
14. Assignment
14.1. Buyer may not assign or transfer rights and obligations under the contract to third parties without Seller’s prior written consent.
14.2. Seller may assign rights and transfer obligations under the contract to affiliated entities without Buyer’s consent.
15. Governing Law and Jurisdiction
15.1. These Terms and all contracts concluded on their basis are governed by the law of the Republic of Bulgaria. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby expressly excluded.
15.2. All disputes arising out of or in connection with these Terms shall be submitted to the competent court of the city of Sofia, Bulgaria. Seller reserves the right to bring proceedings in any other jurisdiction at its discretion.
15.3. The Parties undertake to make good faith efforts to resolve disputes out of court before initiating legal proceedings.
16. Miscellaneous
16.1. Failure by Seller to exercise any right under these Terms in a specific instance shall not constitute a waiver of such right in the future.
16.2. Termination of the contract shall have prospective effect only and shall not affect Goods already accepted by Buyer, nor any monetary obligations arising prior to termination.
16.3. The Parties agree that electronic correspondence (e-mail) and documents signed with a qualified or advanced electronic signature shall have legal force equivalent to paper documents, in accordance with the Bulgarian Electronic Document Act and Regulation (EU) No 910/2014 (eIDAS).
16.4. In the event of conflict between these Terms and an individual written contract between the Parties, the individual contract shall prevail.
16.5. Matters not covered by these Terms shall be governed by Bulgarian civil and commercial law.