These GENERAL TERMS OF METRO SUPPLY SYSTEM (the ”General Terms”) of “METRO Cash & Carry Bulgaria” EOOD, a company duly organised and existing under the laws of Bulgaria, registered with the Commercial register with the Registry Agency by the Ministry of Justice under UIC 121644736, VAT ID No. BG121644736, having its registered office at: Sofia 1784, Mladost District, Tzarigradsko Shousse Blvd., 7-11 km (referred to hereinafter as the “Company”), shall govern any purchase by the Company of Goods (as defined below) offered and delivered by a third party (referred to hereinafter as the “Supplier”).
WHEREAS, the Company is cash & carry wholesaler with a chain of cash & carry stores, established in the form of subdivisions without having separate legal personality.
WHEREAS, the Company coordinates all purchasing activities through its headquarters.
WHEREAS, the Company is a member of the METRO Group.
WHEREAS, METRO Group operates cash & carry wholesale and retail operations through its sales lines in different countries.
WHEREAS, in order to ensure that the entire supply process of goods is handled effectively for each supply to the Company and that the entire supply process complies with the standards set by METRO Group for all of its operations, it is crucial that the Supplier strictly follows the rules of the Company’s supply system as set out in these General Terms (the “METRO Supply System”).
WHEREAS, the Supplier wishes to supply certain goods to the Company and is willing, for that purpose, to abide by the rules of the METRO Supply System as further set out in these General Terms. By signing the Agreement on Terms of Trading (defined below), the Supplier agrees to the terms and conditions of the METRO Supply System.
WHEREAS, these General Terms set forth the main principles and procedures for the implementation of the supply of Goods from the Supplier to the Company and specific delivery terms, payment terms and other specific provisions shall be stipulated in the Agreement on Terms of Trading.
WHEREAS, the Parties agree to use their best efforts to co-operate in the field of optimizing supply processes, in particular by modernizing logistic procedures.
Article 1: Definitions
In these General Terms (i) any term importing gender shall include any genders; (ii) any term importing the singular includes the plural and vice versa; and (iii) any reference to a clause or appendix is reference to such clause or appendix of or to these General Terms.
Agreement on Terms of Trading:
“Agreement on Terms of Trading” means the framework agreement for supply of Goods concluded between the Parties, setting forth specific pricing and payment terms applicable for its effective term.
Cash & Carry Stores:
“Cash & Carry Stores” shall mean all current and future cash & carry wholesale stores operated by the Company; the Cash & Carry Stores are established in the form of branches without a legal personality.
“Goods” as referred to herein shall mean any and all products, articles and other items supplied by the Supplier to the Company, including their constituent raw materials and processed materials and packaging (or any instalment or part of them).
“Headquarters” of the Company shall mean:
1784 Sofia, km 7 - 11 Tzarigradsko Chaussee Blvd.
“METRO Group” shall mean the group of the affiliated companies as referred to in Metro Group’s annual business report, notes to the consolidated financial statements, pursuant to Section 313 German Commercial Code.
“METRO Post” shall mean any written communication between the Company and customers in respect of offering Goods for a certain time at certain prices or conditions.
“Party” shall mean each of the Company and the Supplier individually, whereas both of them collectively shall be referred to as the “Parties”.
Sale and Purchase Agreement:
“Sale and Purchase Agreement” shall mean any individual agreement entered into between the Company and the Supplier pursuant to these General Terms, whether through intermediary of the Cash & Carry Stores or the purchase department at the Headquarters, by which the Supplier undertakes to sell and deliver Goods to the Company and the Company, correspondingly, agrees to purchase and receive such Goods.
“Child labour” shall mean any work by a child – meaning every human being below the age of eighteen years unless under the law applicable to the child, majority is attained earlier – that is likely to be hazardous or to interfere with the child’s education, or to be harmful to the child’s health or physical, mental, spiritual, moral or social development.
Article 2: Scope of Application
2.1. These General Terms sets forth the main general principles and procedures for the supply of Goods by the Supplier to the Company, including but not limited to procedures and documents to be delivered at the different stages of each supply transaction. Consequently, these General Terms serves as an umbrella agreement for any individual Sale and Purchase Agreement and forms an integral part of each Agreement on Terms of Trading concluded among the Parties.
2.2. A copy of these General Terms shall be provided to the Supplier prior to execution of the Agreement on Terms of Trading, and by executing the Agreement on Terms of Trading or causing the Agreement on Terms of Trading to be executed on its behalf, the Supplier confirms that it has reviewed and accepts these General Terms.
2.3. In case of a conflict between these General Terms and any other agreement concluded or to be concluded between the Parties, the General Terms shall prevail unless the General Terms sets forth that the respective matter may be agreed otherwise or such other agreement explicitly makes reference to and alters the conflicting provision set forth herein. Any provision set out in another agreement specifying rights and obligations in more detail or supplementing these General Terms, is not regarded as a conflicting provision within the meaning of these General Terms.
2.4. Nothwithstanding the foregoing, in the event of any inconsistency in the terms of an individual order of the Company, the Agreement on Terms of Trading and these General Terms, the following order of precedence shall apply:
(ii) Agreement on Terms of Trading;
(iii) General Terms.
2.5. Supplier acknowledges that nothing in these General Terms shall be interpreted or construed in a way that Company is obliged to continuously purchase Goods from Supplier during the term of the Agreement on Terms of Trading. Contractual purchase obligations, if any, are subject of the individual Sales and Purchase Agreements concluded between the parties in accordance with these General Terms.
2.6. General terms and conditions of the Supplier for the supply of Goods contained or referred to (or which may be referred to) in any acknowledgement of order, form of contract, letter or other communication sent to the Company or in any other way presented to the Company, including terms and conditions of the Supplier made known or available to the Company after the acceptance signing of these General Terms, are hereby fully excluded.
2.7. The U.N. Convention on contracts of the international sale of goods (CISG) shall neither apply to these General Terms nor to Sale and Purchase Agreements or any other agreement concluded among the Company and the Supplier.
2.8. Supplier Manuals or other manuals, e.g. Supplier Manual Logistics, if provided by the Company to the Supplier, form an integral part of these General Terms.
Article 3: Quotations, Orders and Individual Sale and Purchase Agreements
3.1. A Sale and Purchase Agreement according to which the Company undertakes to purchase and receive delivery of Goods from the Supplier shall only be established according to the provisions below stipulated in this Article.
3.2. A request for a quotation shall not bind the Company and shall serve only as an invitation to the Supplier to submit a quotation. During the period in which a quotation of the Supplier is open for acceptance by the Company according to normal business practise or applicable laws, the prices quoted by the Supplier shall be fixed and binding and shall not be subject to any variation. In the event that any part of the Company’s request for a quotation contains manifest errors or inconsistencies, the Supplier is to consult with the Company prior to submitting a quotation.
3.3. A Sale and Purchase Agreement shall be concluded only if, and when the Supplier’s quotation is accepted by the Company in writing.
3.4. Otherwise, a Sale and Purchase Agreement only comes into effect upon the Company placing an order. Orders may be placed by the Cash & Carry Stores and/or by the purchasing department at the Headquarters. Orders are only valid if they are produced and issued in writing or electronically (EDI) and in accordance with the METRO Supply System requirements set out herein. Unless an electronic order system is being used, orders are only valid if they are signed by authorised representatives of the Company. The Supplier agrees hereby that an explicit acceptance of the order shall not be required and that the order shall be deemed to have been accepted by the Supplier unless the Supplier rejects the order in writing within two bank working days calculated from the date on which the order was received by the Supplier. In case of doubt whether or not an order was rejected by the Supplier in due time and in the manner provided for herein, the Company is free to cancel such order. In such event the Supplier shall not be entitled to claim damages for such cancellation. Any reply from the Supplier to an order of the Company purporting to be an acceptance of the order but containing additional or different terms notably deviating from the Company’s order shall be deemed as rejection of the order.
3.5. For the purpose of Article 3.4, an order submitted by fax is deemed to have been received on the date of receipt evidenced on the fax receipt of the Company. Electronic orders are deemed to have been received on the date reflected as submission date in the e-mail account of the Company. Orders submitted by mail are deemed to have been received within two days calculated from the date of mailing (date of post stamp).
Article 4: Supplier Details
4.1. In order to list the Supplier in the METRO Supply System, the Supplier shall submit the data, documents and information to the Company as specified in detail in the Annex 1
4.2. The Supplier shall immediately inform the Company in writing of any change regarding the data submitted to the Company, including the bank account to be used for payments. The Supplier hereby agrees that the Company shall by no means be held responsible for any problems or losses that may be caused by the Supplier’s failure to inform the Company duly about any such changes.
Article 5: Supply
5.1. Goods shall be delivered in the quantity, quality and manner (including packaging, labelling, and weight as well as accompanying documents) and at the time or within the set period to the destination specified in the Sale and Purchase Agreement. The quality, labelling and packaging of delivered Goods as well as accompanying documents (including user guides, certificates, warranties etc.) must comply with the legal standards, provisions and regulations (including codes of practises) applicable for the Goods at the point of sale. The Goods shall comply in all material respect with patterns, samples and any specifications, drawings, designs or other information being agreed among the Parties and shall be capable of any standard of performance specified in the Sale and Purchase Agreement or any other agreement among the Parties. All delivered Goods shall be delivered with EAN/bar codes properly attached and, if applicable, shall be accompanied by information concerning the use-by, best-before or consume-by date. The Supplier shall be fully responsible for the correctness of barcode labelling and other labelling/information accompanying Goods. Goods are to be delivered in the agreed sales units. The Company may request the Supplier to provide for digital colour photographs of all listed articles free of charge.
5.2. The Supplier shall firmly attach a copy of the delivery document(s) (i.e. delivery note – without price details – including accompanying delivery documents) to the Goods. In each delivery note the delivery address, the Company’s order number and the article numbers of the Goods shall be specified. The information set out in the delivery note and the sequence in which the ordered Goods are listed on the delivery note, must be consistent with the information and sequence, as the case may be, set out in the Sale and Purchase Agreement and in the invoice.
5.3. The Goods are to be properly packed, secured and transported as to ensure that they reach their destination intact and in good condition in accordance with applicable laws and regulations as well as the specific requirements defined in the Sale and Purchase Agreement.
5.4. Unless otherwise agreed by the Company, e.g. within the Sales and Purchase Agreement, deliveries to the place of destination until their formal acceptance by the Company shall be made at the risk and costs of the Supplier, including all expenses of packaging, storage and transportation of Goods, i.e. deliveries shall be free ramp as designated in the Sale and Purchase Agreement, duty and tax paid and with sufficient shipment insurance coverage until due delivery. To the extent not otherwise agreed in writing, the Goods shall be delivered at the unloading ramp of the respective store in palletised form (“Unloading-Ramp-Delivery-in-Pallets”). Deliveries shall be made by using standard European size pallets (“Euro pallets” loaded on ramp). A different standard pallet size must be agreed in writing. Euro pallets are returnable and will be exchanged on delivery. Disposable pallets shall not be used. The Company shall have no obligation to pay for or return packing cases, skids, drums or other articles used for packing the Goods whether or not re-usable. If the Supplier does not perform the unloading in the form of an Unloading-Ramp-Delivery-in-Pallets delivery, the Company is entitled to discharge the Goods itself on the unloading ramp and to deduct the cost of such handling from the account of the Supplier.
5.5. Every agreed term or date (date/hour) set for the fulfilment of any obligation of the Supplier shall be an absolute deadline. Time is of the essence. Late and early deliveries may be rejected by the Company. To the extent a specific hour is not set, deliveries shall take place during the Company’s normal business hours (delivery hours at the Cash & Carry Stores or the distribution platform) by prior appointment which can be made by contacting the appropriate delivery address at least 48 hours before the intended delivery. The Supplier shall supply the Company in good time with any instruction/information required to enable the Company to accept delivery of the Goods.
5.6. Goods which are subject to an obligation or market practise to be labelled with a minimum non-perishable date or consumption date (“best-before-date”) shall be delivered by the Supplier in such a timely manner that the remaining usage period is in line with the relevant market practise for such product, whereby in any event at least two third (2/3) of the total expiry period has not yet expired on the date of delivery. The Company and the Supplier may agree a different remaining usage period in writing.
5.7. No cash-on-delivery or partial shipment shall be accepted. Early deliveries or partial shipment shall be allowed only if approved in advance and in writing by the Company. If the delivery cannot be carried out according to the agreements made among the Parties, the Supplier is obliged to notify the Company before the delivery deadline. The Company is not obliged to accept an alternative supply date. Without prejudice to any compensation claim for loss occasioned by default, the Company is entitled to cancel the Sale and Purchase Agreement in full or in part and has the right to refuse acceptance of the delivered Goods.
5.8. If for any reason the Company is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, the Supplier shall if its storage facilities permit store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and the Company shall be liable to the Supplier for the reasonable cost (including insurance) of the Supplier so doing.
5.9. The Parties agree that the Supplier is obliged, in advance to submission of the article into the sale, to provide information about the structure and weight of the packing materials to the Company with respect to all package levels. In case the Supplier fails to comply with this obligation, the Company shall be entitled to charge the Supplier a compensation fee in the amount of BGN 100 (VAT excluded) for each individual article for which the above mentioned information was not delivered, but not more than BGN 2000 in aggregate (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected.
510. The Parties agree that the Supplier is obliged, in advance to submission of the article into the sale, to provide information for Intrastat, European statistic for movement of goods (i.e. nomenclature code via customs tariff, net weight of goods and country of origin of goods). . In case the Supplier fails to comply with this obligation and where as a consequence the Company would suffer any damages, the Company shall be entitled to charge the Supplier a compensation fee in in the amount of BGN 100 (VAT excluded) for each individual article for which the above mentioned information was not delivered, but not more than BGN 2000 in aggregate (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected.
5.11. The Supplier shall send via e-mail complete logistic master data on a specially defined e-mail address – firstname.lastname@example.org, for every article on the day of receiving its METRO number, at the latest on the day of receiving first order of that article. In case of modifications in the data, the Supplier shall notify the Company at least 3 days before the applicable delivery date. The data must be in format according to sample file sent to the Supplier by Company’s employee. In case that the data are not provided on time, the Company shall be entitled to charge the Supplier a compensation fee for each individual article for which no information or incorrect information was provided in the amount from BGN 50 (VAT excluded), up to BGN 2000 in aggregate (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected.
5.12. The Supplier shall be obliged to pay a compensation fee in the amount of BGN 100 (VAT excluded) for each case where the required information, including EAN code, on the label of articles delivered is not provided in compliance with the applicable law, but not more than BGN 2000 in aggregate (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected.
Article 6: Passing of the Title of Ownership
The title of ownership to the Goods shall pass to the Company at the time of delivery without prejudice to any right of rejection which the Company may have under these General Terms or otherwise and save for a retention of title within the ordinary scope of trade.
Article 7: Warranties
7.1. The Supplier hereby undertakes and warrants that:
a/ Тhe Goods delivered shall be fit for their purpose and conform in all material aspects to the quantity, quality description and standard of performance agreed between the Parties and as required by law. If the Parties’ agreement does not set out any requirements, the Goods must not be below average quality taking into account the specific range of Goods at issue.
b/ Аny information provided by the Supplier together with Goods concerning quality, purpose, user’s guide and operating instructions, descriptions, accompanying certificates or any other papers for the Goods are correct, not misleading and complete in all material respects;
c/ Тhe Goods shall be delivered in full compliance with the provisions of these General Terms and all customs duties, taxes, levies and fees payable on the Goods have been paid;
d/ Тhe Supplier possesses all required licences for the production and sale of the Goods and can dispose of the Goods free of any third parties’ rights save for a retention of title within the ordinary scope of trade;
e/ Тhe Supplier has checked the patent and design or utility model status in Company’s country with regard to the Goods delivered and the sale of Goods by the Supplier to the Company and the resale or use of Goods by the Company or its customers (reselling/consumption) do not result in any infringement of intellectual or industrial property rights of third parties, such as patents, trademarks, protected designs.
7.2. The warranty period given by the Supplier for all Goods supplied shall be at least two years, commencing from the time of sale by the Company to a customer, save for contractual or statutory provisions stipulating longer or shorter warranty periods in connection with defects of the Goods.
7.3. The Supplier undertakes and warrants to comply with the following codes of ethics:
a/ The Goods delivered have neither been manufactured by the implementation of exploitative, health endangering labour and/or slavery, nor by the implementation of child labour, forced labour, nor any other prison work in violation of human dignity.
b/ The Supplier acknowledges that METRO Group is a member of the Business Social Compliance Initiative (BSCI).
Article 8: Remedies
In case of a breach of a warranty set out in Article 7 the Company (i) is entitled to rescind the respective Sale and Purchase Agreement in full or in part, (ii) shall not be under any obligation to accept delivery of the Goods and (iii) shall have the following additional remedies and rights:
8.1. Without prejudice to any other right and remedy of the Company, whether based on statutory grounds or on contractual provision set forth in these General Terms or any other agreement among the Parties,
a/ Тhe Supplier shall fully and effectively indemnify the Company against all losses, including loss of profits, suffered by the Company as a result of the Supplier’s failure to abide by any terms of these General Terms, in particular all losses and liabilities of personal injury, property damage and any third party claims caused by defects in the Goods or by breach of another warranty issued by the Supplier, and
b/ Тhe Supplier shall indemnify the Company against any fines or penalties, or closure sanctions imposed by judicial or administrative authorities on the Company in connection with the breach of warranty, irrespective of whether or not such harm or loss is occasioned by the Supplier or any person for whom the Supplier is responsible.
8.2. If Goods are delivered to the Company which are in any aspect not in compliance with these General Terms, the Company shall – without prejudice to any other contractual or statutory right of the Company – have the options of (i) returning the faulty Goods against a refund of the respective purchase price or (ii) replacing the faulty Goods with Goods being in all respect in compliance with these General Terms or (iii) being granted a discount in the price in proportion with the fault. The Company shall when giving notice of faults specify the reason, and upon the request of the Company the Supplier shall remove such Goods at the Supplier’s risk and expense without undue delay. If Goods are readily perishable spoil, then such spoiled Goods may be disposed of by the Company at the Suppliers’ cost. The Supplier shall reimburse the Company for all inspection, freight and handling costs incurred by the Company in connection with the non-complying Goods.
8.3. In respect of the right of the Company to return non-complying Goods, Article 8.2 shall apply accordingly in case of in-excess delivery of Goods.
8.4 . The Supplier agrees that if there are Goods that an official authority has found faulty as far as health and safety are concerned and if an official warning has been sent out or published, then the Company shall be entitled to return such Goods within one month from such warning. Without prejudice to any other right of the Company, the Supplier shall refund to the Company all monies paid by the Company in respect of such Goods for withdrawal of the Goods from the market, forthwith on being informed of such returns.
8.5. The Supplier acknowledges that the Company may be legally obliged, according to applicable law on product safety, to recall Goods from the market even before an official authority has requested Company to do so. When possible and within reason, the Company will first co-ordinate the content and scope of the recall measures with the Supplier and give the latter the opportunity to comment on the same. All costs and expenses related to the recall measures initiated by the Company shall be borne by the Supplier provided that the recall was legally required by reference to the facts present and known to the Company at the date on which the recall measures have been carried out.
8.6. The Supplier hereby agrees and undertakes that if third parties incur a loss or injury due to faulty Goods supplied by the Supplier, then the Supplier shall take responsibility towards such third parties and that any compensation, damages or other claims that may be charged to the Company for such reason shall be covered by the Supplier or that corresponding amounts shall be deducted from the Supplier’s account, including amounts becoming due at any time thereafter, without the need to obtain any court order or judgement. In case such Goods (other than perishable food products) have been returned to the Company from its customers, the Supplier undertakes to accept such returned Goods. The right of the Company to return Goods to the Supplier shall not be subject to the Goods being originally packaged.
8.7. The Supplier is obliged to comply with the agreed upon time of delivery. If the Supplier is in delay with delivery of Goods in accordance with a specific order of the Company and fails to deliver the Goods in the full stipulated amount at the agreed upon time and place, the Company shall be entitled to charge a contractual compensation fee in the amount of 2% of the purchase price of the Goods in delay per day, and the minimum compensation fee shall be 125 BGN (VAT excluded). Orders delayed for more than 3 days shall be closed and shall be treated as full non-performance and the Company shall be entitled to charge the Supplier a compensation fee in the amount of 10% of the purchase price of the Goods that were not delivered. The right of the Company to claim damages in full shall not be hereby affected.
8.8. The Supplier is obliged to deliver the full agreed upon quantity under each order of the Company. Partial deliveries are not permitted, unless confirmed in advance by the Company in writing. If a partial delivery was not agreed with the Company in advance, the Company shall be entitled to refuse acceptance and return the Goods on Supplier’s own cost. Notwithstanding the right of the Company to refuse partial delivery, if the Supplier fails to deliver the full quantity and/or if the delivered Goods are not in accordance with the order of the Company or the applicable contractual or statutory requirements, including (but not limited to) incorrect or missing bar codes and/or missing prerequisites in the delivery notes (such as missing Metro article number, order number, supplier number, quantity in Metro units etc.), the Company shall be entitled to charge a contractual compensation fee in the amount of 10% of the purchase price of the missing or non-compliant Goods, and the minimum compensation fee shall be 125 BGN (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected.
8.9. For Goods which are foods and food products, the Company is entitled after sending preliminary notice to return the Goods to the Supplier in case: (i) the delivered Goods are not compliant with the requirements of these General Terms or the specifications as per the individual Sale and Purchase Agreement; or (ii) if a competent authority establishes defects in the Goods, creating danger for the health and safety of third parties; or (iii) the delivered Goods do not comply with the quality agreed between the Company and the Supplier; or (iv) the delivered Goods do not comply with the mandatory rules of the Bulgarian and EU law and/or with the quality standards established in the commercial practice; or (v) the Goods were delivered on agreement for sale during a specific season or event and were not sold before its end. The Supplier is obliged to take back those Goods within 7 days after receiving the notice. In case of delay of Supplier to take back the Goods, the Company is entitled to claim a compensation fee in the amount of 0.5% of the price of the Goods to be returned, but not more than 10% of the applicable price. The compensation fee under previous sentence cannot be less than 125 BGN (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected. In case of delay of Supplier to take back the Goods with more than 30 calendar days, the Company has the right to turn back or destroy the Goods at Suppliers expense.
8.10. For Goods which are not foods or food products, the Company is entitled after sending preliminary notice to return the Goods to the Supplier. The Supplier is obliged to take back those Goods within 7 days after receiving the notice. In case of delay of Supplier to take the Goods back the Company is entitled to claim a compensation fee in the amount of 0.1% of the price of the Goods to be returned, but not more than 10% of the applicable price. The compensation fee under previous sentence cannot be less than 125 BGN (VAT excluded). The right of the Company to claim damages in full shall not be hereby affected. In case of delay of Supplier to take back the Goods with more than 30 calendar days, the Company has the right to turn back or destroy the Goods at Suppliers expense.
Article 9: Prices, Price Change and Payment
9.1 As a principle, purchase conditions and specific payment terms, including the term for payment, are set forth in the Agreement on Terms of Trading concluded or to be concluded among the Parties on a regular basis. If the Agreement on Terms of Trading is in place, it shall be applicable to all Sale and Purchase Agreements. With regard to reselling the Goods, the Company determines the products’ resale prices and the terms and conditions of resale unilaterally and independently.
9.2. The Supplier acknowledges that any anti-competitive conduct with his competitors (cartels) would be unlawful and he affirms that all prices and conditions offered and contracted are not related to or based on any anti-competitive conduct. As far as an authority enforcing competition rules has determined that - within the relevant period when goods have been ordered - the Supplier participated in such anti-competitive conduct, the Supplier is obliged to pay liquidated damages in the amount of 10% of the total amount invoiced for the Products ordered in the relevant period, plus the statutory interest for delayed payment of the said sum. The Supplier remains free to prove that no or lesser damages than 10% had been incurred by the Company. The Company is entitled to claim further damages based on contractual and/or statutory grounds relating to the anti-competitive conduct, if actual damages exceed the liquidated damages. The Supplier will share and disclose to the Company all information and documents necessary to assess such claims in principle as well as the specific amount. The obligation to pay damages survives the end of the business relationship and has to be honoured even if, at the time of determination of the anti-competitive conduct, the business relationship has already been ended.
9.3 Invoices shall be paid only for Goods which are listed, ordered and accepted free of non-compliance with these General Terms by the Company. The term of payment of the prices shall commence as of the date of issuance of the invoice by the Supplier or as of the date of actual delivery of the Goods to the Company, whichever comes later.
9.4. If any sum or money shall be recoverable from or payable by the Supplier to the Company under these General Terms (including claims based on a breach of warranty) or under any other agreement, the same amount may be deducted from any sum then due by the Company to the Supplier, until the due sum is fully recovered or to the extent of the smaller monetary obligation. Exercise by the Company of its rights hereunder shall be without prejudice to any other rights or remedies available to the Company or to a member company of METRO Group under these General Terms or otherwise how so ever at law or in equity.
9.5. Invoices must comply with applicable laws and the provisions set out in these General Terms. In particular: In all invoices the place of order (Cash & Cash Stores or purchase department at the Headquarters), the destination of the Goods (i.e. Cash & Carry Store or distribution platform to which the Goods are to be delivered), Supplier number, order and delivery note number, article numbers of the Goods as listed in METRO Supply System as well as the amount of Metro units shall be specified. Discount rates, net prices before VAT, the rate and amount of VAT shall be set out separately in each invoice. Invoices and delivery notes shall be issued separately for each supply. The Supplier must strictly ensure that each invoice is consistent with the Sale and Purchase Agreement and the respective delivery note, in particular in respect of the sequence of products. Invoices not complying with legal requirements or with these General Terms shall not be released for payment but returned to the Supplier for correction.
9.6. The Company shall not be liable to pay for any Goods, which have not been delivered or formally accepted, or which the Company has returned, in accordance with these General Terms or any other agreement concluded among the Parties.
9.7. The Supplier agrees that the Company has the right to to deduct any debt due before its maturity date from the amount due to the Supplier in case that the Supplier is adjudicated bankrupt, or insolvency proceedings, business restructuring proceedings, liquidation or similar proceedings are instituted or threatened to be instituted by or against the Supplier.
9.8. The Headquarters shall be in charge of administrating payments for all orders. Accordingly, invoices are to be sent to the Headquarters unless the Company instructs the Supplier otherwise. An invoice for Goods should be sent to the Headquarters on the same date as the Goods are dispatched.
9.9. The Parties agree that the Supplier is obliged to start electronic communication (EDI) of compulsory documents stipulated by the Company (order, invoice, delivery note and receiving advice) and to use only paper-less form of communication with the Company (when related to orders and invoicing) in 4 months after being asked by the Company. After implementation, EDI will be the only agreed way of compulsory documents administration between the Parties. Under start of EDI communication is understood a real start after successful testing. The details of EDI communication (related to EDI Invoice) will be governed by separate agreement. In case that Supplier does not comply with this obligation, METRO will be entitled to charge a compensation fee for paper documents administration per each individual document type in the amount of 0,5% of the value of goods delivered to the Company in the period starting from the time of incompliance until EDI communication is started.
9.10. Parties agreed that the Supplier shall be obliged to issue the invoices for Goods delivered to Company in accordance to RECADV (receiving advice) sent via EDI by the Company in 4 months after being asked by the Company at the latest.
Article 10: VAT / Sales tax payments
The Supplier further declares that he is registered as value added tax payer or, as applicable, sales tax payer. The Supplier shall inform the Company immediately about any change in relation to such registration. The Supplier warrants to the Company to hold the Company indemnified and harmless against all and any damage, administrative sanction, fine or pecuniary sanction which may in any way be attributable to its acts, actions or omissions.
Article 11: Assignment
Except for receivables towards the Company, the Supplier shall not without the Company’s prior written consent assign or transfer to third parties rights or obligations including in connection with a pledge or security or other interest, claim for payment or right deriving from these General Terms or any other agreement among the Parties. The Company shall not withhold its consent unreasonably.
Article 12: Data Processing
Parties will process the personal data provided with the contracts, solely for the purpose strictly connected with the performance of those contracts.
For the performance of the contracts, it is necessary that the Company processes personal data of contact persons (e.g. employees or subcontractors) of the Supplier to a certain extent - e.g. for communication with contact persons within the scope of the contractual relationship. This processing of personal data is carried out on the basis of Art. 6 para. 1 sentence 1 letter f) of the General Data Protection Regulation (GDPR). Company's interest in the performance of the contract overrides the interest of any contact person in protection of their personal data, since they must expect personal data to be transferred on to contractual partners within the scope of their professional activities for the performance of contracts. The personal data will be deleted (60) months after termination of the contract, unless there are legal obligations which require a longer storage of the personal data. In this case, the personal data will first be blocked for use for other purposes and then deleted as soon as the legally prescribed storage period has expired.
The Company hires service providers, for example in the fields of hosting, maintenance and for other services which might process personal data. These service providers may be external companies or part of the Company’s Group. Through contractual agreements with the service providers, we ensure that they process personal data in accordance with the requirements of the GDPR and Personal Data Protection Act (PDPA). This also applies if the personal data should be processed outside the EU/EEA. To exercise their rights under the GDPR (e.g. for information, correction, deletion and objection), the data subjects can contact Company's data protection officer (email@example.com) at any time.
The Supplier undertakes to inform those persons whom he commissions (employees, subcontractors and others) for the performance of this contract about the processing of their personal data in accordance with the provisions of the GDPR and PDPA and to obtain any necessary declarations. The Supplier guarantees that all personal data provided by him have been collected and made available in accordance with the provisions of the GDPR and PDPA.
Article 13: Covenants
13.1. The Supplier must, when on the Company’s premises, work in accordance with all health and safety regulations prescribed by the Company and any applicable legal requirements in place.
13.2. In the event of any accident, injury or illness of any of the Supplier’s employees, agents or contractors whilst they are on the Company’s premises (including delivery platforms), or which results from the performance of the Supplier’s obligations under these General Terms, the Supplier must immediately report the matter to the Company and as soon as reasonably possible after the incident, provide the Company with a written report and such other information relating to the incident as reasonably requested by the Company.
13.3. The Supplier must without undue delay inform the Company in respect of any incident or accident relating to the Goods which may prompt the Company to discontinue the sale of the respective Goods, provide information to its customers, call back the Goods from its customers or take any other precautionary steps in respect of the Goods, regardless of whether or not the Company is legally required to take any of such steps.
Article 14: Anti-Corruption Clause
14.1. The Supplier undertakes to take all necessary and reasonable measures to avoid corruption and bribery. Accordingly, the Supplier shall neither directly nor indirectly offer, promise or grant benefits or advantages (e.g. cash, valuable gifts or invitations that primarily have no business purpose, e.g. to sporting events, concerts, cultural events) to employees and members of an executive body of the Company including their relatives or of any other company belonging to METRO Group or have such benefits or advantages offered, promised or granted in any other way by third parties. The Supplier further affirms not to have done any of the above in order to achieve the conclusion of the present Agreement with the Company. This provision does not apply to product samples given to the Company during the regular course of business for examination or testing purposes.
14.2. The Company is entitled to terminate all existing contracts without notice in the event of a breach of this provision if a prior written warning has remained without effect. In the event of a serious breach, no prior warning is necessary.
Article 15: Term and termianation
15.1. These General Terms shall apply between the Parties for the entire term of the Agreement on Terms of Trading.
Article 16: Miscellaneous
16.1. If the Agreement on Terms of Trading is terminated before expiry of its term, Goods ordered by the Company before the date of termination, and delivered after this date shall be delivered according to the terms and principles specified in these General Terms.
16.2. The Supplier shall treat any data, particulars and / or information, including without limitation the price of Goods, which it obtains from the Company in connection with or as a result of these General Terms (the “data”), as strictly confidential, never to the detriment of the Company and use the data only for the purpose of performing the duties under these General Terms and only for admissible and legal business purposes and shall not disclose the data to third parties. The Supplier shall make the required dispositions to guard against third parties gaining access to the data. The data may only be shared internally with staff that needs to know it for legitimate purposes. In particular, the data must not be passed on to the Company's competitors or retailers. The Supplier shall impose an identical duty of confidentiality upon third parties whose services it employs, and shall be liable to the Company to ensure such third parties’ compliance with that duty of confidentiality.
16.3. The Company shall not ask the Supplier to influence the behaviour of the Company’s competitors or retailers on the market.
16.4. The Supplier shall not refer to or mention the name “METRO Group”, “METRO” or “MAKRO” or any trade mark owned by METRO Group on its web page or in any publication in any media and shall not disclose or use the supply relationship with the Company for any advertisement or public relation purposes without the prior written consent of the Company.
16.5. Any notice or written communication by either Party to the other provided for in these General Terms shall be made in Bulgarian and sent to the following address, until the same is changed by notice given in writing to the other Party:
Tzarigradsko Chaussee Blvd. km 7 - 11
1784 Sofia, Bulgaria
Supplier: Registered office
16.6. The Appendices annexed hereto are integral parts of these General Terms.
16.7. These General Terms, including this clause, may be amended only by the express written consent of the Company.
16.8. If any one or more of the provisions contained in these General Terms is invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
16.9. The failure of one Party to enforce any of the provisions of these General Terms or to exercise any right herein provided shall not be deemed a waiver of such or any other provision or right or in any way affect the validity of these General Terms.
16.10. in the event of any inconsistency between English and Bulgarian versions of these General Terms, the Bulgarian version shall prevail.
16.11. The Parties shall use their best endeavours to resolve any dispute arising in connection with the interpretation or implementation of the Agreement on Terms of Trading and these General Terms in an amicable manner.
16.12. If in the free opinion of a Party, the dispute cannot be settled amicably, it may be forwarded to the competent court of law.
16.13.The Agreement on Terms of Trading and these General Terms shall be governed by the laws of Bulgaria. The competent courts in Bulgaria shall have exclusive jurisdiction over all disputes concerning their interpretation or application.
These General Terms are in force as of 1st of November 2021