General Terms and Conditions of BTC for Delivery of Goods and Services ("GTC")

1. DEFINITIONS

Expressions listed below in this GTC shall have the following meaning:

"BTC" shall mean Bulgarian Telecommunications Company AD, inscribed into the commercial register of the Registration Agency under UIC 831642181, with head office in 1784, Sofia, No. 115 I, Tsarigradsko chausse Blvd.

"Date of Contract" shall mean the date, when the Contract enters into force and binds the parties, namely the earlier of: the date when BTC received Supplier's statement of acceptance of the Purchase order as set out in art.3.4 below or the date when the Supplier accepted these GTC if such acceptance preceded the acceptance of the Purchase order.

"Delivery date" shall mean the date when the Supplier shall deliver the Goods and/or shall accomplish the Services specified in these GTC and/or in the Purchase order.

"Contract" shall mean the agreement between the parties for purchase, sale and delivery of the Goods and/or for assignment and performance of the Services entered into by acceptance of the Purchase order by the Supplier or by means of acceptance of these GTC, whichever is earlier. Regardless of the fashion of entering into agreement these GTC shall govern the Contract and shall apply thereto. The Contract shall consist of the Purchase order and these GTC, save if the parties have entered into separate agreement, whereby they have expressly amended or superseded the application of these GTC.

"Supplier" shall mean the addressee of the Purchase order.

"Information protection act" shall mean the Bulgarian and the European Directive for protection of the data (95/46/EU) or other applicable laws and ordinances as amended from time to time and in particular the Personal data protection law and all existing and future legislation for the application of the said law.

"Personal data" shall mean the data, defined as such by the Bulgarian Personal data protection law and/or the European Directive for Personal data protection (95/46/EU) or the information, which shall be deemed to be personal according any other law or regulation applicable to such information.

"Place for delivery of the Goods" or "Place for performance of the Services" shall mean the location/s determined by BTC, where the Supplier shall deliver the Goods and/or shall perform the Services, specified by these GTC and/or by the Purchase order. If not agreed otherwise, the delivery term shall be DDP Place for delivery of the Goods or DDP Place for performance of the Services according to INCOTERMS 2000.

"Written form" shall mean the fashion, in which valid statements between the parties shall be formatted, including the form, in which these GTC may be amended or superseded, and the form for exchange of correspondence and notices, by means of cable, facsimile messages or other communication devices in the language, specified in these GTC.

"Purchase order" shall mean the purchase order of BTC having the form and requisites attached to these GTC.

"Intellectual property rights" shall mean copyright and neighbouring rights as well as the industrial property rights, vested with the parties hereto or with third parties, including but not limited to computer programs, software features, literary, artistic and scientific work resulting from a creative endeavor and expressed by any mode and in any objective form, and patents, trade marks, services, design (regardless if they are subject to registration or not), know-how and other similar rights or obligations, regardless if they are subject to registration or not in any country.

"Acceptance" shall meant the statement on behalf of BTC for the acceptance of the Goods or of the result of the Services made after successful completion of the acceptance tests and further formalized in Acceptance protocol.

"Acceptance protocol" shall mean the document containing BTC's statement for acceptance of the Goods or of the result of the Services made after successful completion of the acceptance tests.

"Working time" shall mean the time between 9.00 a.m. and 5 p.m. (GMT + 02.00) during the Business day.

"Business day" shall mean each day excluding Saturday, Sunday, national and official holidays in the Republic of Bulgaria.

"Specification" shall mean the technical requirements of BTC, plans, drawings, data, catalogues and any other technical information, applicable to the Goods and/or to the Services, which shall become integral part of the Contract upon acceptance of the Purchase order by the Supplier.

"Standards" shall mean the standards for functionality, safety and the technical standards for the Goods and/or for the Services under the Specification.

"Goods" shall mean each and all goods and materials, media containers including, documentation and others described in the Purchase order and/or in the attachments to it or by way of reference to a product catalogue, Service catalogue or price list of the Supplier published on an Internet site specified by the Supplier.

"Acceptance tests" shall mean tests for examination of the compliance of the Goods and/or the Services with the Contract, which shall be carried out by the Supplier at its expense and in the presence of BTC. The scope and the parameters of the acceptance tests besides with the test procedures shall be attached to the Contract, however should such test have not been agreed prior to the Date of Contract the tests shall become integral part of the Contract upon their approval by BTC.

"Services" shall mean all the services (if applicable) set out in the Purchase orders and its attachments, trainings including.

"Price" shall mean the total price of the Goods and/or of the Services, and/or their respective unit prices, set out in the Purchase order. The Price shall include each and all costs and expenses of the Supplier, such as packing, transportation, insurance in compliance with the delivery terms to the "Place for delivery of the Goods" or "Place for performance of the Services", Professional indemnity insurance, as well as licence fees and royalties, software upgrades and updates, if any.

2. GTC APPLICATION

2.1. These GTC are available at http://www.btc.bg/.

If the parties have not reached separate express agreement in Written form whereby they have expressly amended or superseded the application of these GTC, and regardless if these GTC are attached in hard copy to the Purchase order or not, these GTC are the sole terms and conditions that regulate the relations between the parties on the occasion of purchase, sale and delivery of Goods and/or on the occasion of Service performance, and they shall supersede and make void any preceding statements, covenants and agreements between the parties.

2.2. The relations between the parties on the occasion of purchase, sale and delivery of Goods and/or on the occasion of Service performance, subject matter of the Purchase order, shall be enforced upon acceptance of the Purchase order in accordance with the rules under Section 3 below. Pursuant to its statement of acceptance of the Purchase order the Supplier concurs with these GTC. The relations between the parties, established pursuant to the Purchase orders, shall be governed by the Purchase order and these GTC.

2.3. In case of discrepancies between these GTC and the Purchase order the latter shall prevail, unless if the parties have entered into separate agreement in Written form whereby they have expressly amended or superseded the application of these GTC. In the latter case the clauses of the express agreement shall prevail.

3. PURCHASE ORDERS FOR PURCHASE, SALE AND DELIVERY OF GOODS AND/OR FOR ASSIGNMENT OF SERVICES

3.1. Purchase, sale and delivery of Goods and/or the assignment of Services shall be made on the grounds of separate Purchase orders, which BTC at its sole discretion and after considering its needs and demands shall submit to the Supplier.

3.2. Submission of the Purchase order shall mean that BTC is making a proposal to the Supplier to enter into Contract.

3.3 The Supplier shall accept or reject the Purchase order in Written form in no longer then 3 (three) Business days after receiving it. If within the term set out in the previous sentence the Supplier has failed to make a statement or has rejected the Purchase order, then the Purchase order shall be deemed rescinded, save if the parties have agreed additional term for its acceptance by the Supplier.

3.4. Acceptance of the Purchase order shall be made by the Supplier expressly in Written form. The Purchase order shall become binding upon and inure upon receiving by BTC of the statement of acceptance made on behalf of the Supplier. Pursuant to its statement of acceptance of the Purchase order the Supplier concurs with these GTC.

3.5. BTC is entitled to introduce changes in the Purchase order and/or cancel it within the term under article 3.3 or within 5 (five) Business days term after its acceptance as specified in article 3.4. The terms and conditions for acceptance of the Purchase order set out in article 3.3 shall apply to acceptance of the changed Purchase order. In case of change or cancellation under this article BTC shall not be liable to the Supplier for any damages incurred due to the change or cancellation of the Purchase order. Termination of Purchase orders made beyond the term set out in this article shall be dealt with in accordance with the provisions of article 12 of the GTC.

4. DELIVERY OF GOODS AND SERVICES. ACCEPTANCE

4.1. Unless otherwise agreed in Written form the Supplier shall deliver the Goods to the Place for Delivery of the Goods and/or shall perform the Services at the Place for Performance of the Services in Working time.

4.2. Unless otherwise agreed in Written form the Supplier shall deliver the Goods and shall perform the Services on the Delivery Date. The delivery of Goods and/or Services must be necessarily accomplished on the Delivery Date.

• 4.3. The Supplier shall pack, mark and secure the Goods at his expense for the time period of their transportation to the Place of Delivery of the Goods until unloading and for the storage period until Acceptance. The Supplier shall comply with all requirements of the Bulgarian legislation in respect of packing, marking and delivery of the Goods. The transportation document shall also contain the following notification:
• "Notify: M&M Air Cargo Service Bulgaria, Airport Sofia". Directing to customs agent shall not release the Supplier from its obligations to deliver the Goods to the Place for delivery of the Goods as set out in art.5.3., neither it shall be released from any of its obligations related to the Delivery and/or stemming from the delivery terms as per Incoterms 2000.

4.4. BTC is entitled to reject partial deliveries unless otherwise agreed in Written form.

4.5. If due to any reasons BTC can not accept the delivery the Supplier shall preserve the Goods, guarantee their security, insure the Goods and take any actions for protecting them from damages until the time of delivery. BTC shall reimburse the Supplier for the respective expenses (including the insurance) incurred by the Supplier, provide the amount of those expenses has been approved by BTC in advance. Despite the prior approval the Supplier shall justify the actual expenses incurred on the grounds of justification payment documents.

4.6. Upon delivery at the Place for delivery of the Goods hand-over protocol shall be drawn up and signed evidencing the number of delivered packages of Goods and the condition of the packing. Upon completion of the Services the parties shall draw up and sign a hand-over protocol. Signing of the hand-over protocol shall not be deemed to be a statement on behalf of BTC for Acceptance of the Goods/Services and it shall not be construed as a statement that the delivered Goods/results of the Services are in good condition or that they comply with the agreed quantity or quality.

4.7. Acceptance of the Goods and/or Services:

For Acceptance of the Goods and/or of the results of the Services the parties shall carry out tests in accordance with the Acceptance tests. The Acceptance tests aim to establish, confirm and examine if the Goods and/or Services are in compliance with the Contract and with the Standards. The Acceptance of the Goods/Services by BTC shall not release the Supplier from liability for hidden faults or for defects or flaws which are established in the process of use of the Goods / the result of the Services. BTC is entitled to reject Acceptance of Goods/Services which do not comply with the Contract. If the Acceptance tests show that the Goods and/or the Services or any part thereof are defective or missing or do not comply with the Specifications and Standards beside incurring into liquidated damages the Supplier shall immediately remedy the defects or the incompliance. Afterwards the Acceptance tests or such part thereof for which the parties have agreed upon shall be repeated in a reasonable period of time up to a maximum of 2 (two) repeated tests.

4.8. Prior to performance of the Services the Supplier's employees shall be instructed for safety and healthy working conditions, fire and emergency safety. On grounds of article 18 of the Healthy and Safe Working Conditions Act the parties shall sign, no later than the Date of Contract, an agreement for joint provisioning of healthy and safe working conditions as an appendix, integral part of the Contract integral part of the Contract.

4.9. The Supplier shall comply with the internal regulations and hygiene in BTC sites. The Supplier shall be responsible for removing debris from the site resulting from installation or repair.

4.10. The Supplier shall comply with the rules and procedures for access to BTC sites. BTC may deny access to Supplier's employees who do not comply with those rules.

5. TITLE TO OWNERSHIP AND RISK

5.1. Title to ownership shall be transferred and risk of damage or destruction of the Goods shall pass to BTC upon Acceptance.

5.2. Title to ownership over materials subject of intellectual/industrial property rights created by the Supplier pursuant to the Purchase order shall be vested with BTC.

6. PRICES AND PAYMENTS

6.1. BTC shall pay to Supplier the Price of the Goods / for the Services in 30 (thirty) days as of the date of receiving of an invoice for the Goods and/or Services along with the respective Acceptance protocol.

6.2. BTC shall be entitled to set-off any sums due by the Supplier to BTC.

6.3. Unless otherwise agreed each invoice of the Supplier must include Purchase order number, description of the Goods and/or Services, unit prices, total price of the Goods/total price of the Services, the price with and without VAT, the VAT due. BTC can reject payment and return invoices which do not contain any of the above listed items.

6.4. Payments of the Price shall not be considered as Acceptance by BTC.

6.5. In case where Purchase orders are denominated in foreign currency and the payments are to be made in Bulgarian leva whereas the exchange rate announced by the Bulgarian National Bank for the day of payment shall apply save if the Purchase order or separate agreement expressly sets out that the exchange rate of BNB for the day of issuing of the invoice shall be applied.

6.6. BTC shall deduct from the Price any due taxes and other levies, where Bulgarian law provides for such obligations of the Supplier and requires from BTC to withhold and pay the levies at the CONSULTANT' s expense. In such cases BTC agrees:

(i) upon Supplier's request, to assist for obtaining from the relevant Bulgarian authorities of certificates for taxes or similar levies paid in Bulgaria so that such payments may be credited against similar obligations in the Supplier's country of registration;

(ii) where а Double Tax Treaty provides a possibility for more favorable taxation of the Supplier, to assist the Supplier in obtaining from the relevant Bulgarian authorities an approval for application of the more favourable tax regime.

The assistance of BTC under this article is not bounding and shall be provided under the condition that the documents and information related to the above taxation and such documents that may be required by the relevant authorities in Republic of Bulgaria have been provided in time by the Supplier.

6.7. In case of delay of due payments under the Contract BTC shall owe to Supplier interest for default at the rate of the statutory interest in Republic Bulgaria per day.

7. WARRANTEES. WARRANTY LIABILITIES AND WARRANTY SUPPORT

7.1. The Supplier represents and warrants that the Goods:

(i) are in good quality and fit for the purpose for which they are designed including any purpose which has been defined by BTC;

(ii) are free from any defects in the design, materials and the workmanship;

(iii) conform to the Standards and the Specifications;

(iv) conform to the relevant legislation and requirements as to the sale of the Goods;

(v) are manufactured with the due care and skill;

(vi) the Goods are free of burdens and limitations and there are no third party rights on the Goods.

7.2. The Supplier represents and warrants that:

(i) shall perform the Services in a qualitative manner, with due care and skill;

(ii) shall provide suitable, qualified and experienced personnel, duly certified to perform the Services;

(iii) shall provide the Services in a timely and efficient manner;

(iv) shall conform strictly to BTC's requirements.

7.3. The Supplie represents and warrants that the sale or use of the Goods or the use of the results of the Services does not infringe any Intellectual Property Right of a third party.

7.4. If any Goods or Services are not supplied or performed in accordance with the Contract then BTC, without prejudice to any of its other rights or remedies, can:

(i) require the Supplier to immediately repair the Goods or the results of the Services or to supply replacement Goods or to render  the Services within a reasonable time period set by BTC; or

(ii) to rescind the relevant Purchase Order or part thereof and to require from the Supplier to refund the amount, paid by BTC for the Goods or Services delivered not in accordance with the Contract.

7.5. Unless the parties have agreed to a extended warranty period, the warranty period for the Goods shall be 24 months and shall commence from the Acceptance date. The Warranty terms shall be considered as an appendix to these GTC.  Within the warranty period and at no additional charge by BTC, the Supplier shall repair or replace any part of the Goods that has been broken or defective, or shall repeat the performance of the Services that have not been performed duly or the results of which do not comply with BTC's  quality requirements, as well as the Supplier shall upgrade and update software programs and applications, subject of the Contract. Unless otherwise agreed, BTC shall dispatch the defective Goods to the Supplier at Supplier's costs, and the Supplier shall deliver the repaired or replaced Goods at its own cost to a Place for delivery of the Goods.

8. LIABILITY and INDEMNITY

8.1. The Supplier undertakes to keep BTC indemnified and harmless against any liability, loss, damage and costs directly or indirectly arising out of or incurred or paid by BTC in relation to:

(i) any damage to BTC's property and any claim for loss or damage to any third party due Supplier's breach or acts of omissions of Supplier's  employees, subcontractors or agents arising out of the execution of the Purchase order;

(ii) the Goods do not conform to the required quality and do not fit for the purpose for which they were ordered or for other purposes defined by BTC;

(iii) any defect or fault of the Goods including defects in design, materials and workmanship;

(iv) failure of the Goods to conform to the Standards and the Specification;

(v) failure of the Goods to comply with all statutory requirements and regulations related to the sale of goods;

(vi) any encumbrances over the Goods;

(vii) non-performance, improper performance or delayed delivery of Goods or Services;

(viii) any claim for infringement of any Intellectual Property Rights which arises as a result of the sale or use of the Goods; and

8.2. If the Supplier fails to deliver part or all of the Goods or/and it fails to perform part or all of the Services within the agreed term, without prejudice to the other remedies set out in the Contract, BTC is entitled to  liquidated damages for late delivery/performance to the amount of:

(i) for the first ten days of delay - an amount equivalent to 0,1% (zero point one percent) of the price of the delayed Goods/Services for each day of delay;

(ii) If the delay continues for more than 10 days, the Supplier shall incur into liquidated damages of 0,2 % (zero point two percent) of the price of the Goods/Services for each day of delay;

(iii) If the Supplier fails to remedy faults within the agreed term, it shall incur into liquidated damages of 0,1% (zero pint one percent) for each day or hour of delay, according to the service level agreement as per the warranty attachment hereto, calculated on the maintenance fee, or on the Price if such fee is not applicable.

9. PERFORMANCE BOND. INSURANCE

9.1. If requested by BTC, the Supplier shall furnish BTC with an irrevocable and unconditional performance bond in the form of bank guarantee, which BTC shall be entitled to withdraw upon its first written demand as follows:

(i) term for furnishing the bond: within the 10 (ten) Business days as of the Date of Contract with the following parameters:

(ii) amount : 10% of the Price of the Purchase order;

(ii) validity term: 1 (one) month following the date of expiring of the warranty under the relevant Purchase order;

Bank commission and costs in relation with the issuance and bank service shall be at Supplier's expense.

9.2. Within 10 days from the Date of the Contract, the Supplier shall furnish BTC with the original of a Professional liability insurance policy in BTC's favour covering all risks that may arise out of performance of the Services including other terms pre-agreed with BTC.

10. RIGHTS OF USE OF SOFTWARE PROGRAMS

10.1. Pursuant to Purchase orders for delivery of software and/or Goods with embedded software the Supplier shall grant to BTC royalty free the right to use without limitations in term the software or the Goods with embedded software in accordance with their purpose and functionalities BTC wishes to use.

10.2. Unless authorized to sub-licence, in case the Supplier is not vested with any proprietary rights over the software products or has limited authorization to sub-licence,  the Supplier shall ensure that the right of use of the software according to article 10.1. is granted to BTC by the holder of the rights, at no additional cost.

10.3. If the end users of the software are BTC's customers, the Supplier undertakes to transfer to BTC the right to sub-license the end users or the Supplier shall directly sub-license the end users on behalf of the holder of the rights over the software.

10.4. The Supplier represents and warrants that all payments made under the Contracts in connection with delivery of software, subject of the Contract, shall preclude all claims of the holder of the rights for any licence fees associated with the use the said software by either BTC or BTC's customers.

11. CONFIDENTIALITY

11.1. The information held in the Contract or created in connection of the Contract, as well as the entire correspondence related to the Contract shall be deemed  confidential and shall not be spread or disclosed without previous written consent from the other party to the Contract.

11.2. Each of the parties to the Contract, receiving Confidential Information from the other party, shall undertake to keep it secret and apply the same measures for its protection as it applies for the protection of its own Confidential information, and shall also undertake to apply all reasonable preventive measures to avoid any unauthorized disclosure of any such information by it or its employees throughout the validity of this Contract, the expanded term of validity of the Contract and for 3 (three) years after expiry of those deadlines. Either party under the Contract shall compensate the other party for losses, suffered as a result of such unauthorized disclosure.

12. TERM OF THE CONTRACT. TERMINATION

12.1. The term of the Contract shall be set out in the Purchase Order or shall be agreed in separate agreement in  Written from between the parties.

12.2 BTC shall have the right to terminate a Purchase Order parts thereof:

(i) it the Supplier fails to deliver the Goods or fails to provide the Services at the Delivery Date or at the Place for delivery of the Goods or at the Place for performance of the Services;

(ii) if the Supplier delivers Goods/Services which are not in compliance with the Contract;

(iii) if the Supplier commits breach of any of its obligations under the Contract, including, but not limited to its obligations under articles 7, 9, 10, 11 from the GC.

12.3. In the above cases, if it is not stipulated that the time for delivery is of essence, BTC has the right to terminate the Purchase order, upon elapse of additional time for performance, but not more than 7 days, notifying the Supplier that after elapse of the additional term the Purchase order shall be considered terminated. In the cases under article 12.2 (i) and (ii), if it is agreed, that the time for delivery shall be of essence, BTC shall have the right to terminate the Purchase order immediately without granting additional time for performance.

12.4. Termination of a Purchase order shall cause termination of the Contract with respect only to the terminated Purchase order.

12.5. Upon termination of a Purchase order or a part thereof BTC shall have the right:

(i) to return to the Supplier at the Supplier's risk and expense any of the Goods and/or results of Services already delivered and to recover from the Supplier the money paid by BTC in respect of such Goods an/or Services, if any; and

(ii) to recover from the Supplier any additional expenditures incurred by BTC in obtaining other Goods and/or Services in replacement of the Goods and/or Services, as well as to

(iii) collect liquidated damages under Section 8, accrued to the date of termination of the Purchase order or part thereof.

12.6. BTC shall have the right to terminate the Contract or the Purchase order or any part thereof by means of written notice to the Supplier upon 30 (thirty) days notice. In this case BTC shall pay to the Supplier only the Price for the Goods and/or Services, accepted at the date of termination.

13. NOTICES

All notifications, demands and other communications under these GTC shall be made in writing in Bulgarian or in the language of the Purchase order and shall be delivered personally, by courier or fax, addressed to the other party at the address set out in the Purchase order. Any notice, demand or other communication, sent by courier shall be deemed to have been received (in the absence of evidence of an earlier receipt) for three days from the sending date. Any notice, demand or communication sent by fax shall be deemed to have been received on the following business day following transmission.

14. SPARE PARTS

The Supplier shall provide BTC with spare parts for the Goods for a period of 5 (five) years from the date of Acceptance. Should the Goods or spare parts thereof are to be made obsolete, the Supplier shall give BTC at least 6 (six) months notice in writing.

15. ASSIGNMENT. SUB-CONTRACTING

15.1. The Supplier shall not assign the Contract or any part thereof without the prior written consent of BTC

15.2. BTC shall be entitled to assign the rights and liabilities under this Contract to any affiliate of BTC at any time or in favour of its successors.

15.3. Sub-contractors of the Supplier shall be accepted only upon prior written consent of BTC. The Supplier shall be liable for the actions of its subcontractors as if these were his own actions.

16. FORCE MAJEURE

Neither party shall be liable to the other for any damage which may be suffered by the other party due to any cause beyond the first party's reasonable control including any act of God, severe weather, war, acts of terrorism or riot. A Force Majeure Event shall not include any strike or lock-out, trade dispute or labour disturbance or the delay or failure in manufacture, production or supply by third parties of the Goods or Services. 

17. DATA PROTECTION

The parties acknowledge that in providing the Goods and Services, the Supplier processes Personal Data. The Supplier shall have in place adequate technical and organisational security measures so that the confidentiality of this processing complies with applicable Data Protection Law.

18. APPLICABLE LAW. DISPUTE RESOLUTION

18.1. This Agreement shall be governed by and construed in accordance with the laws of Bulgaria. The UN Convention on contracts for international sale of goods shall not be applied.

18.2. If a claim or contention should arise, representatives of the Parties shall meet at least once and will attempt in good faith to resolve the dispute.

18.3. Should the Parties fail to reach a mutually acceptable agreement within 30 (thirty) days from the first meeting, all disputes, arising out of the Contract or in connection with it, including those arising out of or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in the Contract or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for Litigations, based on arbitration agreements, by one arbitrator appointed in accordance with the said Rules. Arbitration award shall be final for the parties to the Contract.

18.4. The place of the arbitration procedure shall be in Sofia.

18.5. The Court of Arbitration shall also rule on the sharing of costs pertaining to the Arbitration procedure.

18.6. All proceedings of the Court of Arbitration shall be conducted in the Bulgarian language. All evidence and documents shall be presented in the Bulgarian language

These GTC are prepared in Bulgarian and English language. In case of discrepancies between the Bulgarian and the English versions, the Bulgarian version shall prevail.