Appendix 12

Terms and Conditions of Purchases of Sofiyska voda AD

1. DEFINITIONS
In these Conditions:
“Conditions” shall mean the standard conditions set forth in this document and the special conditions included in the
Order or in a Contract.
“Contract” shall mean the Order or Contract for purchasing and selling Goods and/or supplying Services; a Contract
shall be concluded as a result of the Order having been accepted by the Supplier.
“Delivery Address” shall mean the address to which the supply shall be made; the Delivery Address shall be stated in
the Order.
“Goods” shall mean all the goods and materials stated in the Order.
“Private Property Rights” shall mean patents, trademarks, service marks, commercial names, copyrights, know-how
and other similar rights and obligations irrespective of whether they are or are not subject to registration in any country.
“Order” shall mean the Purchase Order made by SV for the delivery of Goods and/or provision of Services.
“Price” shall mean the total price of Goods and/or Services without VAT.
“Services” shall mean the Services set forth in the Order.
“Specification” shall mean the plans, drawings, data and/or other technical information related to the Goods and/or
Services.
“Standards” shall mean the safety standards or technical standards or quality standards for Goods and/or Services.
“Supplier” shall mean the person or trader to which the Order is addressed.
“SV” shall mean Sofiyska Voda AD.
“In written form” includes submitting the respective document by post or by fax.

2. IMPLEMENTATION OF THE CONDITIONS

2.1 These Conditions shall be implemented for the supply of Goods or Services and shall regulate the Contract/Order,
totally excluding all other conditions.

3. SUPPLY OF GOODS AND SERVICES

(a) The Supplier delivers the Goods to and provides the Services at the Delivery Address in the usual working time
except when something else is stated in the Order. In case the Supplier delivers Goods to a wrong address, SV
reserves the right to refuse to accept the delivery at this address and/or demand that the Supplier reimburse the
expenses for the transfer to follow.
(b) The Supplier shall deliver the Goods on the Delivery Date. The Supplier shall provide the Services within the
period stated in the Order.
(c) In case the delivery is delayed under а Force Majeure Circumstance, provided that the Supplier informs SV of this
in written form immediately after the delay, SV shall set a reasonable deadline for the Supplier to make the
delivery.
(d) The Supplier shall pack and preserve the Goods well; the reference number of the Order (the Order’s Kom number)
of SV shall be clearly visible on all items to be sent. SV shall have no obligation to accept Goods delivered in parts
except otherwise agreed on.
(e) SV shall be entitled, after examining the Goods in the time necessary depending on the circumstances, to reject any
delivered Goods which do not comply with the Contract.
(f) SV shall be entitled to act in accordance with the previous item if the lack of compliance of the Goods with the
Contract is ascertained later, in a reasonable period after the hidden defects of the Goods are found.
(g) The Supplier shall submit to SV instructions or other information which SV needs in order to accept the Goods
delivered or Services provided.
(h) The delivery of Goods or provision of Services shall be performed no later than the Delivery Date and the Supplier
shall be responsible to SV for losses or damages which result from the full or partial delay or stopping of the
delivery of the Goods or the provision of the Services or of other obligations under the Contract/Order for any
reason except in the cases when the Supplier has been delayed or prevented from delivering the Goods or providing
the Services by a Force Majeure Circumstance.
(i) The Supplier shall comply with all applicable regulations or other legislative requirements related to manufacturing,
packing and delivering Goods and providing Services.
(j) If the delivery of Goods or provision of Services is not performed on the Delivery Date, the Supplier shall owe a
penalty of 0.5% of the value of the Goods or Services for each day of delay but not more than 20% of the total
value of the Order.
4. OWNERSHIP AND RISK
 (a) Unless otherwise agreed on, the ownership and risk of damages or loss of Goods shall be transferred to SV only
when the Goods are actually delivered to the Delivery Address or to another address provided by SV in written
form; SV’s right to reject Goods in accordance with these Conditions shall not be excluded. Any loss of or damage
to the Goods which has happened before the Goods’ delivery shall be at the expense of the Supplier.

5. PRICE AND PAYMENT

(a) In case of compliance with the conditions of the sub-items listed below, SV shall pay to the Supplier the Price in accordance
with the payment terms specified in the Order.
(b) The Price shall not include the value added tax due (which shall be paid by SV upon receiving the invoice) and includes all costs
for the packaging, transport, insurance and delivery of the Goods to the Delivery Address and all taxes and fees other than VAT.
(c) SV shall have the right to offset from the Price the amounts payable by the Supplier to SV and/ or the Services or other materials
or services under the Contract, or in other relation.
(d) In case the Supplier and SV (Procurement Department) have not agreed on payment terms, SV shall pay the Goods and/ or
Services within 45 days from receiving a correctly filled invoice.
e) The Supplier shall specify the reference number (Com. Number of the Order) of the Order of all invoices and other documents
accompanying the supply.
(f) The payment by SV shall not concern the claims or rights that SV may have against the Supplier, and shall not constitute an
admission by SV for the correct fulfillment by the Supplier of his obligations under this Contract.
(g) The Supplier shall have the right to accrue a legal interest on all amounts due whose payment has been delayed.
8. GUARANTEES
(a) The Supplier shall assure and guarantee to SV that the Goods:
(i) are in good quality and suitable for the purpose they are intended to serve, as well as for any purpose explicitly or indirectly
specified by SV to the Supplier, and meet the Order’s conditions in any respect;
(ii) have no design, material, or production flaws;
(iii) meet the Standards and the Specification;
(iv) meet all legal requirements and provisions referring to the sale of Goods;
(v) have been produced with due care and skill;
(vi) SV shall acquire the Goods without any weights.
(b) Regarding the Services, the Supplier shall assure and guarantee to SV that they shall:
(c) provide the Services with due care and skill;
(d) provide suitable qualified and experiences staff to provide the Services or any tasks related to them;
(e) provide the services timely and efficiently; and
(f) in accordance with reasonable instructions given by SV.
(g) The Supplier shall assure and guarantee to SV that the sale or use of the Goods and the use of the Services shall not violate a
third party’s intellectual property rights.
(h) If any Goods or Services are not delivered or provided in accordance with the Contract/ Order, then SV, without losing its other
rights or compensations, may request the Supplier to immediately:
(i) Fix the Goods or deliver replacement Goods or Services in accordance with the Contract/ Order and within a reasonably
acceptable period of time determined by SV; or
(ii) Terminate the Contract/ Order due to the Supplier’s default and request reimbursement to SV of the Price (or part of it)
paid by SV for these Goods or Services. Regarding the fixed or replacement goods and services, the clauses of these
conditions shall be applied in exactly the same way as regarding the originally provided goods or services.
(i) Irrespective of the fact that SV inspected and accepted the Goods, the Supplier shall guarantee the Goods for a period of
twelve (12) months from the delivery date (or accepting, of applicable) to SV, unless another warranty period has been agreed on. In
case of a flaw, the Supplier shall immediately fix or free of charge replace all or some of the Goods which have been found faulty due to
design, material or production flaws, within the warranty period.
The costs for the warranty service shall be covered by the Supplier. The Supplier shall at their expense deliver the fixed Goods or
their replacements to the locations specified by SV.
9. LIABILITY AND COMPENSATION
(a) Without prejudice to the general nature of these Conditions, the Supplier shall commit itself to fully reimburse SV for all
liabilities, losses, damages, costs and expenses directly pursuant from, made by or paid by SV in relation to:
(i) SV property damage and claims for loss, damage or third party’s death caused by the Supplier’s ignorance or by the action
or default of the Supplier’s employees, contractors or agents, pursuant from delivering the Order or the fact that no
adequate insurance has been provided for this liability;
(ii) cases in which the Goods are not with good quality or suitable for the purpose they are intended to serve, as well as for any
purpose explicitly stated by SV to the Supplier;
(iii) a flaw or disadvantage found in the Goods, including, but not limited to design, material, and production flaws;
(iv) incompliance of the Goods with the Standards and Specification;
(v) incompliance of the Goods with all legal requirements and provisions referring to the sale of Goods;
(vi) imposed/ existing weights on the Goods;
(vii) cases in which the Services have not been provided with the necessary care and skill;
(viii) cases in which the Supplier did not provide suitable qualified and experiences staff to provide the Services or related tasks;
(ix) cases in which the Services were not timely and efficiently provided;
(x) a claim for violating intellectual property rights as a result of the sale or use of the Goods and Services; and
(vi) the delivery of Goods and provision of Services after the delivery date;
(b) The general liability of SV under the contract which is in any way pursuant from or in relation to the Contract/ Order, shall be
limited to the Price specified in the Contract/ Order.
(c) Nothing in this Contract/ Order shall limit the liability of the parties for death or physical damage caused by ignorance and/ or
fraud by any of the Parties or another obligation which cannot be limited under the law.
10. CONFIDENTIALITY
(a) The parties shall treat each Purchase Order as confidential and more precisely the Supplier shall not use the name SV or the
names of the customers or suppliers of SV for advertisement, announcement or spreading information without the advance
written consent on behalf of SV.
(b) The specification and the whole information given with it, which contain Intellectual Property Rights, shall remain SV’s
ownership and are confidential. Without the advance written consent of SV the Supplier shall not use the Specification except
for the purposes of the Order, and shall not submit such information to third parties unless it is needed for the purposes of the
Order. The Supplier shall guarantee that the third parties that are given confidential information will keep this information
confidential.
(c) After the execution of the Order or its termination upon the request of SV the Supplier shall have to give back to SV the
Specification and the other submitted information.
11. TERMINATION
(a) Without prejudice to any other right which can have or exercise, SV is entitled to immediately terminate the contract in case of
culpable default on behalf of the supplier of the terms of the contract/order .
(б) SV is entitled to terminate the Contract without any liability to the Supplier by notifying the Supplier, if:
(i) the ownership is transferred to a creditor or against the property of the Supplier proceedings are initiated; or
(ii) the Supplier terminates its activity; or
(iii) SV has a reasonable grounds to presume that any of the above events will arise in connection with Supplier, for which
shall duly inform the Supplier.
(в) SV is entitled to terminate the Contract or the Order any time regarding all or part of the Goods and/or Services by submitting a
15-day advance notice to the Supplier, and in this case the only obligation of SV is to pay the Supplier the Price of the Goods
and/or Services provided prior to the termination date. As a result of this termination SV shall not have any other liabilities to the
Supplier.
12. NOTICES
All notices, claims and other messages under this Contract are submitted or given in writing and delivered personally or sent with a
registered letter or by fax, as the address is the address specified in the Contract/Order.
13. TRANSFER/CONTRACTORS
(a) The Supplier shall not transfer or sign contracts with the contractors with regard to the Contract/Order or any part of them
without the preliminary written consent of SV.
(b) In the cases when the Contract/Order is transferred or given to the contractors in compliance with the above item, the Supplier
shall guarantee that the person who it is transferred or assigned shall accept to be bound with the Contract and these Conditions,
as this transfer or assignment shall in no way restrain or affect the obligations or liabilities of the Supplier in compliance with
this document.
14. FORCE MAJEURE
Neither of the parties shall bear any responsibility before the other party under the Contract for a loss or damage which the other party
could suffer for a reason beyond the control of the first party, including natural disasters, bad weather, lack or shortage of energy
resources, flood, drought, lighting or fire, act or omission by the government, war, military actions, terrorist actions or disorders,
(“Force Majeure”). The Force majeure do not exclude strikes or lockouts, business disputes or workers’ protests, or delays or damage
at the production or delivery of the Goods or Services by third parties.

18. CONTRACT INTEGRITY

(a) The Contract/Order shall be an overall agreement between the Supplier and SV in reference to its subject and revoke any
previous contracts, agreements, or covenants, made by either of the parties in a written or oral way.
(b) When in the Order by SV special conditions are specified, in the cases in which there is non-conformity between them and the
current General Terms and Conditions, the special conditions set in the Order shall be applied.
(c) No amendments to the Contract/Order shall be valid unless they are made in writing and signed by or on behalf of the duly
authorized representative of each of the Parties.
19. GOVERNING LAW
The legislation of the Republic of Bulgaria shall be applied to the contract and the relationship between the parties under the subject
of the Contract. In case of dispute, the respective Bulgarian court shall be the competent authority to resolve it.
20. SEVERABILITY
In case one or more of the clauses specified in the Contract/Order or these Conditions for any reason is declared invalid, this
separability shall not affect the other clauses of the Contract/Order or these Conditions. The Contract/Order or these Conditions shall
be applied at as close as possible observation of the initial conditions or intentions.