GENERAL CONDITIONS
For Production and Sale Of Polyhraphical Products and Materials
By “DUNAV PRESS” JSCoRousse, Bulgaria

I. PREAMBLE

Art. 1 “DUNAV PRESS” JSCo, taking into consideration the facts that:
   • It manufactures and sells polygraphical products and materials, whose contracting is carried out based on the principle of good will and equal rights of parties to the contract;
   • With a view to the product specifics, subject to the agreement, unified conditions regarding procedures for taking orders, dispatching finished products ordered and settling disputes are contracted;
   • “Dunav Press”JSCo, being a loyal partner, applies unified price policy on a non-discrimination basis to all its customers and sets prices to all its polygraphical products and materials on the principle of mutual respect of economic interests of its partners for each and every order, MANUFACTURES AND SELLS products as well as polygraphical materials in compliance with the hereby General Conditions, whereas any separate order, its type, terms and price are agreed in a Manufacture and Sales Contract, whereas orders (for poygraphical materials) are inseparable part to the said contract.
 

II. ACCEPTING ORDERS

Art. 2 Each specific order is considered as accepted under the condition that the assignor has accepted the hereby legally binding General Conditions, having the force of a contract, through signing polygraphical products Manufacture and Sales Contract, respectively the order for purchasing polygraphical materials by its legitimate representative or authorized person.
Art. 3 Since each order is subject to detailed concretization through a Manufacture and Sales Contract or order, no obligations arise from the hereby General Conditions for the Assignee, unless the Assignor specifies the type and quantity of the polygraphical products or materials or confirms the price quated, at which the contract is to be concluded.
Art. 4 An order is considered accepted:
   1. In case agreement has been arrived at through signing a Manufacture and Sales Contract, regarding the quantities, type and terms of manufacture for each separate type of polygraphical items;
   2. If confirmation by fax or other means, proving doubtlessly that both the unit price and the total price quoted for the entire contracted quantity of polygraphical products have been accepted, and, the polygraphical material purchase order has been confirmed;
   3. In the event that the Assignor places an electronic order, it is assumed that he has read and accepted the hereby General Conditions, published on the Internet Site of the Assignee at: http://www.dunavpress.com;
   4. In case the Assignor has presented the required output materials, files, originals and models, which are to be used in the pre-press process for each separate type of polyhraphical product;
 

III. PRICES

Art. 5 The price of the products, designed for the Bulgarian market is set in Bulgarian Levs (BGL), for the EU member countries – in euros, while that of products for the foreign markets is set in foreign currency, as negotiated with the Assignor, on ex-works basis.
Art. 6 The price for each type of polygraphical product and polygraphical material is considered agreed upon to the amount quoted by the Assignee by signing a contract or, respectively, a purchase order, and duly confirmed by the Assignor by fax or other technical means, excluding the possibility of misinterpretation or misrepresentation of the statement, within 10 days from the date of sending the offer on part of the Assignee or within terms expressly quoted in the offer. If within this period no stand has been taken with regard to the offered price, it will be concluded that a silent consent has been granted.
Art. 7 The Assignee has the right to change the agreed prices unilaterally in case that, at the time of carrying out the order, change of polygraphical material prices has occurred, exceeding by more than 10% the price quoted in the offer. Should this be case, the Assignee informs the Assignor about the changes, whereupon the order is to be carried out on the condition that the latter does not dispute the price within 24-hour period from receiving the notification of the Assignee.
Art. 8 The prices quoted do not include fees or taxes regarding settling custom’s documents, duties or bills, in case the Assignor’s headquarters are based outside the territory of the Assignee, as well as any fees or expenses required for loading the finished items.
Art. 9 The Assignor pays for any additional expenses regarding dispatch or shipping of the finished items, which have not been included in the price quotation of the offer.
 

IV. DISPATCH AND SHIPPING

Art. 10 Dispatch and shipping of finished items and polygraphical materials is carried out within three days from the date of notification by transport vehicles owned or hired by the Assignee, unless in the Manufacture and Sale Contract or, respectively, in the purchase order, the Assignor has expressly stated, that he intends to use his own transport means.
Art. 11 In the event that dispatch and shipping is carried out by transport vehicles of the Assignee, he bears the responsibility for preparing all required documents, in compliance with the CMR Convention, TIR-documents necessary and is responsible for the cargo identity appearing in all documents and the actual cargo in the respective vehicles. In such a case, the property of goods is transferred from the Assignee onto the Assignor at the moment of unshipping at an unloading point expressly said in the contract or in the purchase order.
Art. 12 The Parties negotiate that the Assignor, if having any objections as to the quantity and quality, is unconditionally and irrevocably obliged to prepare the documents for the driver of the respective vehicle to transport the items, without having any right to detain either the vehicle or the documents assuring unhindered passing through all custom’s points, until its return on the territory of the Assignee.
Art. 13 In case the Assignor breaches the heretofore clause and detains the vehicle or its accompanying documents, he bears full property responsibility before the Assignee and should indemnify him for the damage and losses incurred as well as for the unrealized profits, whereas the dispute is to be brought before the International Arbitration Court with the Bulgarian Chamber of Commerce and Industry, the decision of which is binding to the parties.
 

V. PAYMENT

Art. 14 Payment of finished items or sold polygraphical materials is carried out in Bulgarian Levs (BGL), in euro or other currency according to the agreed conditions and payment terms stipulated in the specific Contract for manufacture.
Art. 15 The payment of the order placed should be made in advance, either in cash on the office premises of the Assignee or through a money order for bank transfer from the Assignor’s bank. The contract is considered effective from the date of confirmation on part of the servicing bank, that the sum with VAT included, when it is due, is available in the account of the Assignee.
Art. 16 Other means of payment are possible to be negotiated in case the parties have had long-term contractual obligations, proving unequivocally the correctness of each party, or in case that the Assignor can guarantee the payment by producing a Promissory Note, warranted by his servicing bank.
Art. 17 When the payment is carried out after the date due (following the three-day notification period of the aviso), interest is paid in compliance with the market interest rates for postponement of payment.
Art. 18 The Assignee issues an invoice for the products and materials dispatched or shipped, having the requisites as stipulated in the VAT Law and the Rules for Application of the VAT Law.
Art. 19 Apart from the hereby conditions, the Assignee reserves the right to claim indemnification for each and every damage, incurred by delay of payment.
In the event the Assignor declines the fulfillment of the already placed order, he is entitled to pay indemnification of 5% from the total price of the order along with the actual expenses and costs, if the order has been under way of carrying out.
Art. 20 In case that the Assignor has committed a triple breach of the contracted payment terms, automatically the payment terms switch to advance payment.
Art. 21 In case the Assignor has not paid for already dispatched polygraphical products or materials, or the Asignee doubts the financial state and stability of the Assignor, he can terminate the fulfillment of the order, in which case the Assignor is also obliged to cover the costs and expenses made even if carrying out the order has commenced.
 

VI. CLAIMS


Art. 22 Each of the parties has the right to lay claims regarding the other party, when any of the parties does not evince good will or correctness.
Art. 23 Claims regarding the quantity of the finished items or polygraphical materials dispatched are to be laid at the time of acceptance, drawing a report to that effect in the presence of the driver of the vehicle, if it is property of the Assignee. The Report is binding to the Assignee, if signed by a third independent party, authorized to perform surveillance activities in compliance with the legislation in the country of the Assignor, on the condition that the inspection has been performed in the presence of the driver of the vehicle.
Art. 24 Claims regarding latent defects can be laid on the condition that:
   • The claim has been laid within three months from the date of receiving the items;
   • There is a serious colour discrepancy in comparison with the colour proof print duly approved by the Assignor in the beginning of the print run – applicable for claims for colour discrepancy.
   • The Assignor has sent to the Assignee observational record for the defects and the terms and conditions of registration – form doc. Nr.054 from the Quality management system, downloadable from the web site of the Assignee – http://www.dunavpress.com/forms/en/;
Art. 25 The Assignor loses his right to lay claims regarding quality of the products, in case he has refused to approve a printing sheet at the beginning of the print run but the production complies with the applicable polygraphical regulations and standards.
Art. 26 The Assignee bears no responsibility for inaccuracies or faults in the files, originals, models and output materials if those have been supplied entirely by the Assignor.
Art. 27 The Assignor cannot lay claims regarding the quality of the polygraphical materials sold, which correspond to the quality certificate issued by their respective manufacturer.
Art. 28 By signing the contract the Assignor guarantees:
   • That the files he has submitted for exposure contain all elements, bar none, with the required sizes, positions and colours, and that they comply with the technical requirements to the originals and files for pre-press processing – Doc. No 0153 that are inseparable part from the hereby General Conditions and can be downloaded from the web site of the Assignee - http://www.dunavpress.com;
   • That he accepts the responsibility to confirm by signature, fax or letter, his consent that any materials, files, colour proofs and other instruments supplied by him be used in the manufacture of his projects;
Art. 29 The Assignee guarantees that the personal data and the output materials, used for carrying out the order, are property of the Assignor and is obliged not to use them for other customers’ projects. In order to protect his interests and in case of a single order or termination of contract, when the same output materials are used in the production of items under different orders, he reserves the right to keep them as proof, for a period of six months, during which the Assignor might lay claims in accordance with the hereby General Conditions.
Art. 30 The Assignee has no obligation to keep the output materials handed over by the Assignor in the form of printouts on film, foil and rice paper that served for the purpose of carrying out the order.
Unless the Assignor has explicitly stated in a written form during the signing of the contract that he wishes to receive of the output materials together with the ready production, they will be destroyed by the Assignee.
The Assignee keeps the computer information left by the Assignor for a period of one month from the date of acceptance of the finished items. After the expiration of the said terms, the materials are subject to destruction.
Should the Assignor require that the output materials should be kept for a prolonged period, he should state it expressly and cover all expenses of the Assignee, regarding this process.
Art. 31 The output materials, submitted in the form of paper prints, rice paper or foil are acceptable for single use only.
Art. 32 For granted to Dunav Press JSCo papers, cardboards, print consumables, propriety of the client, the company is responsible for their storage for a period of 12 months, except if other have been agreed between the parties by the means of contract for responsible keeping.
For materials not looked for by the Assignor during the period stated above, Dunav Press JSCo bears no responsibility and has no obligation to store them in its warehouses.
Art. 33 The Assignee bears no responsibility for unsettled intellectual or property rights on part of the Assignor with third parties.
Art. 34 In case that the Assignor, a Bulgarian physical or juridical person, has in its Court Registration entered as subject of his activities publishing activities, he is obliged to deposit copies in the funds of “St. St. Cyril and Methodius” National Library from the materials printed in compliance with the National Law for Mandatory Deposits of Printed and Other Materials.
Art. 35 The Assignor is obliged to store the ready polygraphical production in clean, dry and airy places.
   1. Paper label production should be stored by the Assignor in places with temperature range from 18oC to 22oC and with relative humidity of the air from 50 % to 70%.
   2. Production in the form of foil labels should be stored by the Assignor in places with temperature range from 18oC to 35oC and with relative humidity of the air 50%. out of direct sunlight and UV light.
   3. Carton packaging should be stored by the Assignor in places with temperature range from 18oC to 22oC and with relative humidity of the air from 40 % to 60%.
The Assignee bears no responsibility if the Assignor does not ensure storage at the conditions listed above.
The Assignor is required to acclimatize the production provided by the Asignee at least 24 hours before use.
Art. 36 The Assignee bears no responsibilities if orders are not carried out due to force majeure circumstances. The presence of force majeure circumstances is regarded as defined by the Bulgarian Legislation and Court Practices regarding relieving the party from their obligations.
Art. 37 Clauses agreed additionally in written between the parties, different form the hereby General Conditions, are considered special and have priority within the framework of the parties’ obligations.
Art. 38 When the contractor is a Bulgarian physical or legal entity, all disputes, arising from and in reference with the hereby contract, including the disputes arising from or pertaining to its interpretation, terms of validity, fulfillment or termination, as well as disputes filling in blanks in the contract or its adaptation towards newly arisen circumstances are to be settled on the principle of uniformity and mutual respect of the interests through voluntary mediation by two mediators selected by each party. In the event of the contractor not being registered in Bulgaria, every dispute will be settled by the principle of the international mediation by two mediators selected by each party. If the mediators’ decision is not accepted by the parties, the interested party should bring the case for settlement to the International Arbitration Court with the Bulgarian Chamber of Commerce and Industry, Sofia, in compliance with its Rules, based on arbitration agreements. If the dispute involves material interest up to 50 000 /fifty thousand/ levas or euros or currency with such value, the dispute is to be settled at the Arbitration Court with the Bulgarian Chamber of Commerce and Industry, in accordance with its Rules on expedient procedure.

Apart from the hereby General Conditions agreed upon, the parties are to always attempt to settle any disputes in an amicable way, taking into consideration their mutual interests.

The hereby General Conditions have been adopted by the Executive Board and endorsed by the Supervisory Board of Dunav Press JSCo in its capacity of an Assignee and constitute an integral part to the active up to the 1st of June 2010 contracts and to the concluded at a later date contracts.