General terms and conditions for contracts for the manufacture, delivery and / or installation of Fabex Bulgaria EOOD
GENERAL PROVISIONS
1. Scope
1.1. These General Terms and Conditions apply to and form an integral part of all contracts for the manufacture, supply and / or installation of products to which Fabex Bulgaria EOOD (UIC 202864433) is a contracting entity (« the Contracting Authority »), unless otherwise explicitly agreed between the Contracting Authority and the respective contractor (the « Contractor ») in writing.
1.2. The Contracting Authority does not accept or agree to any general terms of the Contractor and such do not become part of the contract for the manufacture, supply and / or installation of products (« Contract »), regardless of:
(i) whether they were known to the Contracting Authority;
(ii) whether and when they were sent to the Contracting Authority;
(iii) whether the Contracting Authority has objected to them; and
(iv) whether such General Terms and Conditions of the Contractor conflict with these General Terms and Conditions.
1.3. The acceptance of performance under the Contract without objection by the Employer may not be considered in any way to accept any general terms of the Contractor.
1.4. In the case of lasting commercial relations, these General Terms and Conditions shall apply without the need for explicit reference to or reference to them.
2. Pre-contractual relations
2.1. The Requirements for the offer of the Contracting Authority addressed to the Contractor shall not bind the Contracting Authority.
2.2. Prior to the preparation of its tender, the Contractor shall examine and become acquainted in detail with all documents and data contained in the tender request by the Contracting Authority (regardless of its specific form – inquiry, order, etc.), including the technical requirements, specifications and documentation, as well as these General Terms and Conditions. If, as a result, the Contractor identifies any documentary shortcomings and / or contradictions that would impede the manufacture, delivery and / or installation of the products, including, but not limited to, errors in the specified output data or inability to perform according to a given drawing, he immediately inform the Contracting Authority accordingly.
2.3. In its offer, the Contractor shall strictly adhere to the specifications and requirements specified in the tender request. Any deviations must be stated explicitly.
2.4. The offer shall be prepared and presented to the Contracting Authority free of charge.
3. Signing a contract
3.1. Depending on the case, the Contract may be concluded by various means. Regardless of the method used, the Contract shall be considered binding on the Contracting Authority not earlier than the moment when the will of the Contracting Authority for its conclusion is expressed in a definite, unambiguous and uncontroversial way, as follows:
(i) by signing a statutory or authorized representative of the Contracting Authority on a bilateral agreement or other similar document signed by the Contractor;
(ii) by express written acceptance by a statutory or authorized representative of the Contracting Authority of a tender made by the Contractor;
(iii) by awarding a specific workmanship, delivery and / or installation on the basis of and in accordance with the provisions of a framework contract concluded between the Contracting Authority and the Contractor.
3.2. The signing of the Contract as well as the acceptance of the offer can also be done electronically, by:
(i) their signature by qualified electronic signature;
(ii) signing, scanning and sending them to the other party by fax, email or courier;
(iii) an email message (without signature) indicating that the Contracting Authority expressly, unequivocally and unequivocally expresses its acceptance of the specific offer made by the Contractor.
4. Relations between the Parties
4.1. The relations between the Contracting Authority and the Contractor shall be settled in full in accordance with the documents below. In the event of a conflict between them, their provisions shall apply with the following priority:
(i) the conditions included in the Treaty, together with the documentation attached thereto;
(ii) the conditions included in the framework agreement, if any;
(iii) these General Terms and Conditions.
5. Subcontractors
5.1. Unless otherwise expressly agreed, the Contractor may not subcontract all or part of the activities of the Contract.
5.2. If the Contractor wishes to outsource one or more of the activities to the Contractor, he must indicate in his tender those activities and the subcontractors for each of them. Replacement or inclusion of a subcontractor during the performance of the Contract is permitted exceptionally and subject to the explicit prior written consent of the Contracting Authority.
5.3. The Contractor will ensure that the Subcontractors will not outsource one or more of the activities covered by the subcontract. With regard to the activities to be performed by subcontractors, the Contractor shall be obliged to impose on the subcontractors all the obligations it has assumed to the Contracting Authority and to ensure that the subcontractors fulfill these obligations. The Contractor is responsible for the subcontractor’s actions as his own
PRICES AND PAYMENT METHODS
6. Price
6.1. The prices specified in the Contract are fixed and final. They include any and all costs, expenses, fees and any other sums due in respect of supplies, raw materials, labor, etc., and are subject to the statutory value added tax in cases where such is due under applicable law.
6.2. Prices under item 6.1. shall not be subject to modification after the conclusion of the Contract, regardless of changes in the prices of materials, raw materials, labor, etc., as well as 6 (six) months after the expiration of the term of the Contract, if until the expiry of the specified term the Contracting Authority and The Contractor agrees to manufacture, supply and / or assemble products in addition to what is agreed in the Contract.
7. Billing
7.1. The invoice issued by the Contractor shall be sent to the e-mail address invoice@fabex.bg and a copy to the e-mail address of the Project Manager specified in the Contract. The invoice should contain all legal details. It must state the contract number and attach the documents certifying the performance of the contract (work protocols, measurements, etc.).
1.2. Where an invoice has been issued for partial execution under a Contract, this must be explicitly stated.
8. Requirement
8.1. With the exception of the Guarantee Amount under item 8.2., Any payment under the Contract is due 60 (sixty) days after the cumulative occurrence of the following conditions:
(i) the relevant articles have been manufactured and delivered at the place of delivery together with the relevant Documentation and the respective assembly activities have been carried out respectively;
(ii) the relevant articles, respectively assembly activities, have been duly accepted by the Contracting Authority or a person designated by him with a signed protocol pursuant to item 20.1; and
(iii) an invoice for the amount due has been duly issued by the Contractor and presented to the Contracting Authority in accordance with item 7.
8.2. Notwithstanding the provisions of item 9 – item 12, the Employer is entitled to retain 10% (ten percent) of the value of the Contract (“Guarantee Amount”) within 30 (thirty) days after the expiration of the Guarantee Period according to Item 26.1. . The guarantee amount shall serve to secure the fulfillment of the Contractor’s obligations under the Contract, including his guarantee obligations. The assignor has the right at any time to deduct from his Guarantee amount his claims under the Contract. Item 12.1 shall apply accordingly to the Guarantee Amount. and item 12.2.
8.3. The guarantee amount is due after 30 (thirty) days after the expiry of the Guarantee period. The Assignor shall pay all or any part of the Guarantee available after offsetting, if any, on the basis of a final invoice issued by the Contractor within 30 (thirty) days after the expiration of the Guarantee Period.
8.4. The assignor shall make payments under the Contract in BGN through a bank transfer to the bank account of the Contractor specified in the Contract.
SECURITIES
9. Provision and amendment
9.1. The Contractor shall be obliged to provide the Contracting Authority with a security in the form and amount as provided in the Contract, which serves to ensure the fulfillment of the Contractor’s obligations under the Contract (« Collateral »).
9.2. In the event of modification of the Contract, the Contractor undertakes to take the necessary actions to bring the Collateral in compliance with the changed terms of the Contract within 10 (ten) days from signing of the additional agreement for the modification.
9.3. The security may be provided in the form of:
(i) a bank guarantee;
(ii) insurance; or
(iii) another form of security provided for in the Treaty.
10. Bank guarantee
10.1. When a Bank Guarantee is provided as a Collateral, the Contractor shall provide the Client with an original copy of a Bank Guarantee issued in favor of the Client.
10.2. A bank guarantee must meet the following requirements:
(i) be an unconditional and irrevocable bank guarantee containing an obligation on the guarantor bank to make payment at the first written request by the Contracting Authority;
(ii) have a validity period specified by the Contracting Authority, but not less than 30 (thirty) days after the expiry of the Guarantee period according to item 26.1., where necessary, the validity period of the bank guarantee shall be extended or issued. new.
10.3. The costs of opening and maintaining the bank guarantee, as well as the absorption of funds by the Client, shall be borne by the Contractor.
11. Insurance
11.1. When insurance is presented as a Collateral, the Contractor shall submit to the Contracting Authority an original copy of the insurance policy in which the Contracting Authority is named as the beneficiary of the insurance.
11.2. The insurance must meet the following requirements:
(i) to enforce the Contract by covering the Contractor’s liability;
(ii) have a validity period specified by the Contracting Authority, but not less than 30 (thirty) days after the expiration of the Guarantee period according to item 26.1.
11.3. The costs of concluding the insurance contract and maintaining the validity of the insurance for the required period, as well as for any payment of insurance indemnity in favor of the Employer, if there are grounds for this, shall be borne by the Contractor.
12. Absorption of the Collateral
12.1. In the event that any claims of the Employer arise against the Contractor, including in connection with default, bad, partial and / or delayed performance or due penalties, the Employer shall have the right to retain the relevant part and to be satisfied by the Security, as utilize such part of it corresponding to the consequences of non-performance, including, but not limited to, any and all damages suffered and benefits lost by the Client.
12.2. The Contracting Authority shall have the right to utilize the Collateral in full in case of initiation of bankruptcy proceedings against the Contractor.
12.3. In each case of satisfaction of the Security, the Contracting Authority shall notify the Contractor of the detention and its grounds. The retention of the Collateral does not fully or partially exhaust the rights of the Principal to seek compensation in a larger amount.
12.4. Where the Contracting Authority is satisfied with the Collateral and the Contract is still in force, the Contractor shall within 20 (twenty) days supplement the Collateral by providing a document for modification of the original bank guarantee or new bank guarantee, respectively insurance, or other document according to the form of collateral provided for in the Treaty.
MANUFACTURING, DELIVERY AND / OR INSTALLATION OF PRODUCTS
13. Performance rights and obligations
13.1. By signing the Contract, the Contractor confirms that:
(i) has duly examined all the details relating to the subject matter of the Treaty, including, but not limited to, technical and other specifications, conditions and data as to their adequacy and technical applicability;
(ii) is aware that the products manufactured and / or delivered by him / her and / or the assembly activities performed by him / her will form part of a complete complex installation and / or construction site (the « Site ») and even minimal deviations from the contract as well as minimum defects, inaccuracies or improper delivery, or installation, respectively, could cause damage, additional costs and missed benefits to the Client, including due to delay in completion of the Site, failure to fulfill or delayed performance of the Client’s obligations to it and contractors, so Contractor shall perform the contract with due care and attention to detail.
13.2. The Contractor shall be obliged to produce, deliver and / or install the products as agreed with his own means and materials.
13.3. If it is agreed to make the production of the products in batches, the Contracting Authority may unilaterally change the quantitative requirements for each lot, the production of which has not been started, according to a new or eliminated operational need. For the avoidance of doubt, changing the requirements may also include eliminating the need to design a batch. The Contracting Authority shall also be entitled to request from the Contractor a temporary cessation of production and / or delivery activities in accordance with a new or eliminated operational need, without owing compensation.
13.4. At the instruction of the Contracting Authority or a person designated by it, the Contractor shall be obliged to suspend the execution of the assembly activities or any part thereof, for such period of time and in such manner as the Contracting Authority or the person designated by it determines as operationally necessary . For the entire period of suspension, the Contractor shall be obliged to protect and secure the works or part of them in an appropriate manner, insofar as is necessary in the opinion of the Contracting Authority or the person designated by it and in accordance with their instructions. The Contractor shall not be entitled to compensation for the termination of the installation activities, nor for reimbursement of any other costs in connection therewith.
13.5. The Contractor is obliged to follow the instructions of the Client, the generally accepted technological rules and the legal provisions applicable to the respective activity.
13.6. The Contractor is obliged to render full assistance to the Contracting Authority in the event of any issues raised by the latter and / or the need to present any documents, other than those specified in item 17.1., In connection with the production, delivery and / or installation of the products. providing the information and / or documents requested by the Contracting Authority immediately, but not later than 1 (one) working day after the request in respect of the information, respectively 2 (two) working days in respect of the documents.
13.7. If agreed in the Contract, before the expiration of the Guarantee period according to item 26.1., The Contractor shall have insurance against business risks with a coverage not less than 5 (five) times the value of the Contract, for terms and conditions, usual for the respective type of business activity.
14. Deadlines
14.1. The Contractor is obliged to comply with the strict deadlines for production, delivery and installation. The Contractor shall promptly inform the Contracting Authority in writing of any circumstances that might prevent, impede or delay the performance of its obligations under the Contract, indicating the reasons and the expected length of delay.
14.2. The Contracting Authority has the right to unilaterally change the agreed terms for production, delivery and installation, provided that this does not lead to a change in the total number of respectively agreed working days without owing any penalties and indemnities to the Contractor in this regard.
15. Delivery
15.1. The place of delivery of the products shall be determined in the Contract or in accordance with the written instructions of the Contracting Authority and may be in the territory of the Republic of Bulgaria as well as in another country.
15.2. All costs related to the transportation of the delivery shall be borne by the Contractor. Consignments shall be packed in such a way as to prevent damage. The Contractor shall include in the transport documents the details of the respective delivery, determined in accordance with the written instructions of the Contracting Authority, such as the contract number and date, consignee, etc.
15.3. The Contractor shall be entitled to deliver the contract in part, as well as before the specified delivery date, only with the explicit prior written consent of the Contracting Authority.
16. Installation
16.1. The place of performance of the assembly activities shall be determined in the Contract or in accordance with the written instructions of the Contracting Authority and may be in the territory of the Republic of Bulgaria as well as in another country.
16.2. The contractor begins the execution of the assembly activities after signing a protocol for their commencement.
16.3. Installation activities shall be considered completed at the time of signature of the acceptance and approval protocol.
16.4. The Contractor arranges for the issuance of all documents, including permits, which are or may become necessary for the proper performance of the assembly activities.
16.5. The Contractor shall ensure strict observance of the safety rules of the Site by all persons entitled to be present at the Site in connection with the installation works, and maintain the necessary order to prevent hazards to persons and material assets.
17. Documentation
17.1. “Documentation” means any and all written documents accompanying the articles whose manufacture, delivery and / or assembly are subject to the Contract, including but not limited to drawings, schemes, sketches, instructions, instructions, rules and certificates that permit the Contractor and The contracting authority to fulfill their respective obligations. These documents may relate to production specifics, quality control, potential hazards, safety rules, transport, export, import, customs, taxation, parts identification, logistics, storage, installation, commissioning, training, accounting, billing, business operation, repair, maintenance, delivery of spare parts and more.
17.2. Documentation is considered part of the product and therefore part of the delivery / installation. The Contractor is obliged to provide the Documentation within the time limit and scope according to the instructions of the Contracting Authority. In the absence of specific instructions, the Documentation must be provided with the relevant delivery, within a scope that:
(i) allow for the proper and safe transportation, handling, installation and use of the article in question; and
(ii) ensuring that there is no adverse effect on the Employer.
17.3. The documentation must be in Bulgarian or English.
17.4. In the event that some rights related to the Documentation are non-transferable, the Contractor shall be obliged to ensure the acquisition by the Contracting Authority of a free, continuous and unlimited right to use the Documentation.
17.5. If the place of delivery is outside the territory of the Republic of Bulgaria, the Contractor shall be obliged to enclose the relevant proofs of origin of the products, such as declarations of origin and / or movement certificates, on their own account.
17.6. The Contractor declares that it is aware of the particular importance of compliance with its obligations with respect to the Documentation.
18. Staff
18.1. The Contractor shall be obliged to organize the fulfillment of his obligations under the Contract through personnel (« Personnel ») having the necessary qualifications and experience for the purpose.
18.2. At the request of the Contracting Authority and within a period specified by the Contractor, the Contractor shall be obliged to provide him with information on the Personnel which the Contracting Authority considers essential for the fulfillment of the Contractor’s obligations under the Contract, including, but not limited to, the number, qualification and experience of the Staff.
18.3. The Contractor shall, at the request of the Employer, replace one or more members of the Staff whose work responsibilities include performing activities under the Contract and provide in a timely manner suitable replacement Staff.
18.4. The Contractor shall strictly abide by the safety and health rules concerning the Personnel, including, but not limited to, the provision of all necessary protective equipment and work clothing and insurance against occupational accident and death for the entire duration of the installation work. and until the expiration of the Guarantee period according to item 26.1.
19. Risk
4.1. The Assignor retains ownership of the materials provided to the Contractor, if any.
4.2. The risk of accidental loss or damage of material intended for the manufacture of a product subject to the Contract shall be borne by the Contractor, whether or not the material is provided by the Contracting Authority.
4.3. The risk of accidental loss or damage of the devices shall pass to the Contracting Authority at the moment of issuing the protocol for acceptance and approval of the devices according to item 20.1.
20. Acceptance
20.1. Within 14 (fourteen) days of receipt of the delivery, respectively completion of the assembly activities, the Contracting Authority or a person designated by it shall inspect the devices, respectively completed assembly activities, with regard to obvious defects, and in the absence of such, issue a protocol for acceptance and approval of the delivered products, respectively assembly activities. Acceptance and approval of the articles, respectively assembly activities, does not release the Contractor from liability with respect to his obligations under the Contract, including in cases where the Client has omitted to notice obvious defects or defects of the delivered products, respectively assembly activities, as a result of which has accepted and approved any of them.
20.2. Notwithstanding the time limits for acceptance and approval under item 20.1, the establishment and completion of the Site or its separate parts in operation shall be carried out in compliance with the provisions of the applicable legislation at the site of the Site. If such legislation contains requirements requiring the assistance of the Contractor in order to ensure compliance with applicable legal provisions, the Contractor shall be obliged to provide such assistance in full, without owing any additional remuneration and / or compensation.
21. Weight and quantity
21.1. In the case of weight variations, the weight determined by the Contracting Authority in the protocol for the acceptance and approval of the articles according to item 20.1 shall be valid, unless the Contractor proves that the weight calculated by him is correctly determined in accordance with a generally accepted method. Similarly, this applies to quantities.
22. Waste
22.1. To the extent that as a result of manufactured articles, deliveries and / or assembly activities, waste is generated, the Contractor shall be considered to be the owner of the waste from the moment of its occurrence and shall comply with all obligations arising therefrom, including, but not limited to, the Law on Waste Management. When the materials for the production of the articles are provided by the Client and the Client has stated that he wishes to return the waste from these materials, the Contractor shall return to the Client the waste after the products have been manufactured.
23. Third party rights
23.1. The Contractor shall ensure that the rights and rights of third parties are not in any way affected by the Contract and / or in connection with the Contract, including but not limited to intellectual property rights in connection with the materials, technologies, tools, drawings used in the execution of the Contract. , models, brands, etc.
LIABILITY OF THE CONTRACTOR
24. Responsibility
24.1. In cases where the Contractor’s failure to fulfill any obligation is causally related to the occurrence of direct or indirect damage to the Client, the Contractor shall be obliged to indemnify the Client for any and all damages suffered by the latter, including lost benefits.
25. Delay
25.1. In case of delay on the part of the Contractor, he shall pay a penalty for each delayed day as follows:
(i) manufacture, delivery or installation of articles: 0,2% of the total value of the Contract for each day of delay, but not more than 20% of its value;
(ii) supply of documents relating to the articles: 0,1% of the total value of the Contract for each day of delay, but not more than 10% of its value.
25.2. The penalties shall be due on the respective date on which the delivery was to be made, respectively the assembly activities shall be completed, irrespective of whether actual damage to the Contracting Authority has occurred. The Contracting Authority has the right to offset its claims for penalties against its obligations under invoices issued by the Contractor, as well as other obligations towards the Contractor.
25.3. Payment of the penalty for delay does not relieve the Contractor of his obligation to complete the assignment or of any of his obligations or responsibilities under the Contract. The contracting authority is entitled to claim damages in addition to the penalty.
26. Warranty
26.1. The warranty period of the articles, respectively assembly activities (« Warranty period »), is 60 (sixty) months from the date of issuance of the last protocol for acceptance and approval of the products from the last delivery, respectively assembly activities, according to item 20.1. It shall be extended by the time from the claim by the Contracting Authority to the satisfaction of the Contractor.
26.2. Any defects or inconsistencies occurring before or during the Warranty Period shall be promptly remedied by the Contractor at the site of the Site by replacement or repair of the Products, at the option of the Contracting Authority, and, as appropriate, ensuring the required quality of installation. If the replacement, repair and / or intervention of the Contractor with regard to ensuring the required quality of installation is not commercially adequate or if the Contractor fails within a reasonable time to rectify the defects, replace the products accordingly and / or ensure the required quality at the installation, the Contracting Authority has the right to:
(i) be paid the costs necessary to repair, replace, and / or provide the required quality of installation;
(ii) receive a price reduction;
(iii) terminate the Contract with immediate effect.
26.3. All services and additional costs, such as transportation, duties, dismantling and installation, etc., are provided and / or paid by the Contractor.
26.4. In the case of defects that need to be remedied immediately, including, but not limited to, defects occurring during the critical phases of the Site’s implementation, the Contracting Authority has the right to remedy such defects without the Contractor’s consent at the expense of the Contractor, which does not release the Contractor from its obligations during the Guarantee period and shall not affect other claims of the Employer against the Contractor.
26.5. In the case of repair or replacement of a part of a product, a new Warranty Period according to item 26.1 applies to that part.
26.6. The Contractor guarantees that it will maintain spare parts for the products and / or produce such parts according to the instructions of the Client for 10 (ten) years after the expiration of the Guarantee period.
26.7. In addition to the foregoing obligations, in the case of delivery of products not in accordance with the contract, as well as in case during the Warranty period there are hidden defects of the products and / or installation, the Contractor shall indemnify the Contracting Authority for any and all suffered in connection with this direct and indirect harm, including lost profits.
26.8. All costs for servicing the Client’s claims within the Guarantee period shall be borne by the Contractor.
QUALITY CONTROL
27. Checks
27.1. The contracting authority may at any time carry out checks on any and all parameters of the performance of the Contract, including, but not limited to, the quality, quantities and stages of performance of the contract awarded. The Contractor shall ensure that the Contracting Authority can carry out the same checks with regard to subcontractors.
27.2. The rights of the Contracting Authority under the preceding clause imply access to all relevant premises, objects and documents of the Contractor, respectively subcontractors.
CONFIDENTIALITY
28. Confidential information
28.1. The Contractor is obliged to maintain confidentiality and not to disclose or disseminate information that became known to him upon or in connection with the performance of the Contract (« Confidential Information »). Confidential information includes, but is not limited to, any financial, commercial, technical or other data, materials, studies, analyzes, documents or other information related to the business, management or business of the Client and / or its contractors, from any nature and in any form, including financial and operating results, markets, current or potential customers, ownership, working methods, personnel, contracts, engagements, legal issues or strategies, products, documentation processes , drawings, specifications, diagrams, plans, notifications, data, samples, models, samples, software, software applications, computer devices or other materials or records or other information, whether in writing or verbally, or contained on a computer disk or another device.
29. Disclosure of Confidential Information
29.1. The Contractor may disclose Confidential Information only after prior written approval by the Employer, unless the information is to be disclosed under the current Bulgarian legislation.
29.2. In the cases under item 29.1., The Contractor shall immediately notify the Contracting Authority of the relevant circumstances necessitating the disclosure of Confidential Information.
29.3. The obligations related to non-disclosure of Confidential Information shall remain in force even after the termination of the Agreement, regardless of the grounds for this.
29.4. For any breach of any of the obligations referred to in items 28 and 29, the Contractor shall pay to the Contracting Authority a penalty of 3% (three percent) of the Contract value. This does not deprive the Contracting Authority of his right to seek compensation for the actually suffered damages.
TERMINATION / TERMINATION OF THE CONTRACT
30. Grounds
30.1. The Contracting Authority may terminate the Contract without notice and without owing to the Contractor penalties and indemnities for the damages suffered from the termination, in the cases in accordance with item 13.3. batch according to the changed requirements for it.
30.2. The Contracting Authority may terminate or terminate the Contract without notice and without owing to the Contractor penalties and indemnities for the damages suffered from the termination, respectively termination, if the Contractor materially breaches his obligations under the contract. A material breach is considered to be if:
(i) the Contractor has delayed the performance of any of its obligations under the Contract by more than 15 (fifteen) days;
(ii) the suspension of the execution of the assembly activities or any part thereof in accordance with paragraph 13.4. is the result of lack of staff discipline;
(iii) the Contractor has not remedied any deficiencies, inconsistencies or defects found in the articles and / or installation activities covered by the Contract within the relevant time limit or the attempts to remedy have been unsuccessful;
(iv) the Contractor has violated any of the provisions on subcontracting under paragraph 5;
(v) in the event of bankruptcy proceedings against the Contractor;
(vi) in the event of a change in ownership and / or control of the Contractor; or
(vii) if the Contracting Authority has good reason to accept that the Contractor will not be able to fulfill any of its obligations under the Contract.
31. Consequences
31.1. In the cases under item 30.1., If at the moment of termination of the Contract the Client has assigned and the Contractor is in the process of making and / or delivering a certain amount of products, the relations between the parties regarding these products shall be settled in accordance with the Contract as if it wasn’t terminated.
31.2. In the event of termination of the Contract in accordance with item 30.2., The Employer shall pay to the Contractor the goods delivered within the agreed term, accepted and approved by protocol according to item 20.1., At the moment of termination, at prices under the Contract.
31.3. In the event of termination of the Contract pursuant to item 30.2., The Contractor shall be obliged to indemnify the Contracting Authority for all damages incurred as a result of termination, including lost benefits.
31.4. In the event of termination of the Contract in accordance with item 30.2., The Employer and the Contractor shall be obliged to return to each other the respective payments made.
31.5. In all cases of termination or termination of the Contract, the Contractor shall immediately return to the Contracting Authority any materials provided by the latter for the manufacture of the products.
FINAL PROVISIONS
32. Assignment of rights and obligations
32.1. The Contractor may not assign any of the rights and obligations arising from the Contract without the consent of the Contracting Authority.
33. Changes
33.1. The Contracting Authority may make amendments and / or additions to these General Terms and Conditions at any time and shall notify the Contractor in writing of the changes and / or additions. In the absence of express objection by the Contractor within one week from the date of the notification, the amendments and / or additions shall be considered to have entered into force from the date of the notification.
33.2. The contract between the Contracting Authority and the Contractor may be amended only by additional agreements, drawn up in writing and signed by both parties.
34. Partial invalidity
34.1. If individual clauses of these General Terms or the Contract are or become invalid or unenforceable, the Agreement and the other clauses of these General Terms and Conditions shall remain in force.
34.2. The Contracting Authority and the Contractor undertake to replace the void or unenforceable condition with a commercially equivalent arrangement, to the extent possible, taking into account their mutual interests.
35. Applicable law
35.1. These General Terms and Conditions, as well as the Agreement, together with any additional agreements thereto, are governed by and construed in accordance with Bulgarian law.
36. Dispute settlement
All disputes arising from or relating to these General Terms and / or the Agreement, including disputes arising or relating to their interpretation, invalidity, performance or termination, as well as disputes for filling gaps in them or adapting them to new circumstances will be settled by the Arbitration Court of the Bulgarian Chamber of Commerce and Industry in accordance with its Rules of Procedure based on arbitration agreements.
