General Terms and Conditions

General Terms and Conditions of “Trakya Pack – Pulp Molding” EOOD

All business transactions between “Trakya Pack – Pulp Molding” EOOD (hereinafter referred to as “Trakya Pack”) and the Client (hereinafter referred to as “the Client”) are governed exclusively by these General Terms and Conditions, in addition to any other expressly agreed specific agreements. “Trakya Pack” shall not recognize any deviating or supplementary terms of the Client—even in cases of unconditional performance or acceptance of payment—unless “Trakya Pack” has expressly agreed to their validity in writing.

1. Subject Matter of the Contract

1.1. All agreements between “Trakya Pack” and the Client, in the course of negotiations for concluding a contract, must be recorded in writing and confirmed by both parties.

1.2. The subject matter of each contract concerns the design and development of products made of molded pulp.

1.2.1. “Trakya Pack” shall consult and design molded pulp packaging upon receipt of a written specification from the Client, which must include the following data:

• Weight and dimensions of the product to be packaged (STEP file);
• Any accessories complementing the product that must be considered in the packaging design;
• Number of products per unit of primary packaging;
• Type and dimensions of the current packaging (corrugated inserts, expanded polypropylene, plastic trays, etc.);
• Internal and external dimensions of the corrugated carton/box used to pack the product;
• Technical information about the carton/box;
• Number of cartons per pallet;
• Type of pallet stabilization—stretch film, edge protectors, strapping, etc.;
• Dimensions of the pallet;
• Packaging system testing procedures (primary and secondary packaging), e.g., vibration, moisture resistance, drop tests.

1.2.2. The procedure for preparing an offer based on a specific specification includes:

• Analysis of the provided technical information;
• Design of a molded pulp packaging solution and preparation of a budget (unit price, tool price, and sample production costs);
• 3D presentation of the structural solution;
• Production of samples (optional);
• Production of tooling for serial manufacturing of molded pulp primary packaging;
• Commencement of production.

1.2.3. Specific product requirements, as well as drawings, dimensions, weights, and other performance-related data, must be agreed upon in writing for evidentiary purposes.

2. Quotations

2.1. Quotations from “Trakya Pack” are subject to change and are considered an invitation to submit an offer.

2.1.1. The first quotation processing is generally free of charge. Further quotations and design work are free of charge up to two revisions, after which they are chargeable at a pre-agreed rate.

2.1.2. Information, descriptions, and illustrations of “Trakya Pack” goods and products—particularly on the official company website, in catalogs, brochures, advertisements, and price lists—are non-binding, unless expressly included in the contract.

2.1.3. An order placed by the Client constitutes an offer to conclude a contract, containing all data related to its execution. This applies to all deliveries, services, works, and other provisions by “Trakya Pack.” The Client shall provide “Trakya Pack” with all documents, data, standards, specifications, and drawings required to provide the service, together with the latest version of all order and delivery specifications. This applies particularly to any special packaging requirements (e.g., in the pharmaceutical, food, or cosmetics sector), as well as any packaging requirements arising from the material properties of the packaged product. Missing, inaccurate, or incomplete information is considered expressly unagreed and does not create any obligation for “Trakya Pack.” The Client undertakes to indemnify “Trakya Pack” against all claims by third parties in this respect.

2.1.4. If the order placed by the Client deviates from the quotation of “Trakya Pack,” the Client must specify such deviations in writing.

2.1.5. Submission and acceptance of orders must be in written or electronic form.

3. Framework Agreements

3.1. If a framework agreement has been concluded between “Trakya Pack” and the Client, under which the entire annual order is produced and stored for call-off, the Client undertakes to accept delivery of the entire remaining quantity within six (6) months from the order date. During the term of the framework agreement, ordered goods or services may only be changed by way of an additional contractual agreement expressly confirmed by “Trakya Pack.”

3.2. Unless otherwise agreed, all call-off orders must be accepted within six (6) months of order placement, without any request for acceptance being necessary. If this deadline has expired, “Trakya Pack” is entitled to invoice the goods and dispatch them at the Client’s expense and risk, or to terminate the contract immediately.

4. Prices and Terms of Payment

4.1. Unless otherwise agreed, the agreed prices are quoted in euro in accordance with EXW (Ex Works) INCOTERMS 2020.

4.2. “Trakya Pack” is entitled to make reasonable changes to the agreed price after the conclusion of the contract, in particular due to changes in collective labor agreements, material costs, or energy prices. Proof of cost changes shall be provided to the Client upon request.

4.3. “Trakya Pack” may also adjust the agreed price if, before or during execution of the order, changes arise because the information or documents provided by the Client were incorrect, or if the Client otherwise requests changes.

4.4. Sketches, designs, samples, modifications to the provided or transferred data, and other preparatory work initiated by the Client, as well as data transfer, are invoiced separately. This also applies in the case of serial orders.

4.5. The term and method of payment shall be agreed in writing for each specific order. In the absence of such an agreement, the Client shall pay 100% of the order in advance before it is prepared for shipment.

4.6. For deferred payment terms, “Trakya Pack” shall agree with the Client on an acceptable credit limit based on receivables insurance. If the Client exceeds the credit limit due to a new order or delayed payment, “Trakya Pack” may withhold delivery until overdue amounts are paid, or until outstanding, not-yet-due amounts are settled to free up the credit limit.

4.7. In the event of overdue payments by the Client, a penalty of 0.1% of the outstanding amount shall accrue for each day of delay.

5. Delivery Terms and Conditions

5.1. If a delivery or performance deadline has been agreed upon, it shall commence from the moment the order confirmation is sent, but not before all order details have been fully clarified and all obligations have been duly fulfilled. The same applies to delivery or performance dates.

5.2. In the event of mutually agreed changes to the order, the delivery or service deadlines and conditions shall be renegotiated.

5.3. Delivery and performance deadlines shall be automatically extended by the period during which the Client fails to fulfill their obligations to Trakya Pack.

5.4. The delivery or service deadline shall be deemed met if the subject of the delivery has left the Trakya Pack factory by the deadline or if Trakya Pack has notified that it is ready for collection.

5.5. Trakya Pack reserves the right to deliver or perform services prior to the agreed deadline in cases of planned operational shutdowns due to scheduled equipment maintenance. The Client will be informed in a timely manner if this applies to their contract.

5.6. If the Client requests a shorter delivery time than agreed, Trakya Pack shall apply an additional charge of 10% to the price of the primary packaging made of vacuum-molded cellulose.

5.7. Delivery terms shall be coordinated and confirmed in writing in accordance with the generally accepted INCOTERMS 2020 standards.

5.8. Partial deliveries or services are permissible insofar as they are reasonable for the Client and may be invoiced separately.

6. Claims

6.1. The Client is obliged to perform a quantitative and qualitative inspection upon receipt of the goods. In case of discrepancies, the Client must notify Trakya Pack in writing within no more than five (5) working days.

6.2. The Client must store the received vacuum-molded cellulose packaging in accordance with the storage and handling instructions, which are an integral part of the Declaration of Conformity, namely:

• Store in a dry place with relative humidity below 60%;
• Avoid prolonged storage exceeding 4 months;
• Follow the FIFO principle;
• Protect from dust, moisture, and water;
• Store away from direct sunlight to prevent aging or changes in color and quality;
• Store in locations regularly inspected and treated against pests such as insects and rodents.

6.3. The risk of potential damage to goods during transport to the Client transfers from Trakya Pack to the Client under EWX delivery terms. If goods are damaged or lost during transport, a report must be made immediately and notification provided. The Client must promptly file claims with the carrier for any transport-related damages.

6.4. The use of defective deliveries or services is not permitted. If a defect could not be identified upon receipt of the vacuum-molded cellulose packaging, any further use must cease immediately upon its discovery. The burden of proof for the existence of a hidden defect lies with the Client.

6.5. Notification of defects does not release the Client from their payment obligations.

6.6. Defects in part of the delivered goods do not entitle the Client to return the entire delivery.

6.7. Claims cannot be made for dimensional deviations in the delivered packaging if such deviations are considered standard in the industry or trade. All specifications (dimensions, color, etc.) are visible in the product’s Material Safety Data Sheet (MSDS).

6.8. The Client may not object to quantitative deviations within a tolerance of 0.25% of the total quantity.

7. Ownership and Risk

7.1. Changes initiated by the Client, including resulting machine downtime, shall be at the Client’s expense.

7.2. In cases of missing or incorrect information, Trakya Pack reserves the right to make corresponding changes to the delivery or service. All claims arising from missing or inaccurate information, particularly additional costs or damages, shall be borne by the Client.

8. Liability and Penalties

8.1. Trakya Pack also reserves the right to withdraw from the contract if its supplier fails to deliver despite contractual obligations. In such cases, Trakya Pack shall promptly inform the Client of the lack of goods or services and immediately reimburse the Client for any costs incurred for services already performed.

8.2. For available finished products, Trakya Pack uses EU pallets for transportation, which are invoiced separately according to the current prices at the time of purchase. Upon return of the pallets to the production facility of Trakya Pack – Pulp Molding Ltd., a credit note will be issued equal to the invoiced pallet value at the date of purchase.

8.3. In case of delivery or service delays caused by the Client, Trakya Pack may charge storage fees amounting to 0.5% of the delivery or service price for each calendar week or part thereof, with the total amount not exceeding 10%.

9. Force Majeure

9.1. In cases of force majeure, Trakya Pack shall be released from its respective contractual obligations and from any liability for compensation or other contractual remedies for non-performance under such circumstances.

9.2. “Force majeure” refers to the occurrence of an irresistible, unforeseen, and unavoidable event of extraordinary nature or circumstance that prevents Trakya Pack from fulfilling one or more of its contractual obligations.

10. Warranties

10.1. Declarations of conformity, quality agreements, or specifications issued by Trakya Pack do not constitute warranties and do not create any liability. They do not relieve the Client of the obligation to inspect the quality of the delivered packaging, including by conducting appropriate analyses.

10.2. If there are quality discrepancies that do not meet the predefined parameters, the Client has the right to submit a claim within 30 calendar days from the date of dispatch. When submitting such claims, the Client must provide written data from the product label to facilitate traceability, as well as a physical sample of the claimed products.

10.3. Trakya Pack is obliged to conduct an on-site inspection within 7 working days, and the Client must store the non-compliant products without disposing of them.

10.4. If the claim is accepted, the Client must return the defective goods within 15 calendar days, and the transport costs for the affected quantity shall be borne by Trakya Pack.

10.5. If the Client fails to accept the goods on the agreed delivery date or within the agreed delivery period due to circumstances for which the Client is responsible, Trakya Pack may seek compensation for additional costs (storage space, personnel activities, transport expenses) incurred as a result.

11. Intellectual Property Rights and Acquisition

11.1. Orders based on drawings, sketches, or other information provided by the Client to Trakya Pack are executed at the Client’s risk. If the execution of such orders infringes third-party property rights, the Client shall indemnify Trakya Pack against any claims from those rightful owners. Any additional damages shall also be borne by the Client.

11.2. Trakya Pack shall not be liable for infringements of industrial property rights related to the combination or use of vacuum-molded packaging with other products.

11.3. Operational elements used by Trakya Pack in fulfilling the order, particularly data and tools, remain the property of Trakya Pack, even if invoiced separately and not delivered. Trakya Pack retains all copyright rights.

11.4. All ideas and documents developed by Trakya Pack, especially samples, drawings, designs, technical information, etc., are subject to Trakya Pack’s intellectual property rights and may not be used or exploited in any form without Trakya Pack’s consent, unless the products are manufactured exclusively in accordance with the Client’s technical documentation, specifications, and instructions.

11.5. If Trakya Pack manufactures products on behalf of the Client based on drawings, models, samples, or other technical documents provided by the Client, or according to process requirements specified by the Client, the Client assumes responsibility for ensuring that no third-party industrial property rights are violated. If third parties prohibit Trakya Pack from manufacturing and delivering such products based on existing intellectual property rights, Trakya Pack has the right, without being obliged to verify the legal situation, to cease further activity to the relevant extent and to seek compensation from the Client.

11.6. Trakya Pack retains copyright over all provided illustrations, drawings, calculations, and other (technical) documents.

11.7. Business relations with Trakya Pack may be disclosed, even partially, to third parties only with prior written consent from Trakya Pack; the Client must also ensure that third parties maintain confidentiality under such agreements.

11.8. The Client is obliged to maintain confidentiality even after the termination of business relations.

11.9. The Client must not use information received from Trakya Pack, subject to confidentiality requirements, to conduct direct or indirect business with Trakya Pack’s clients or to promote such business.

11.10. Trakya Pack reserves the right to prepare and publish case studies describing successful project implementations with the Client, provided the content is pre-approved by the Client and does not disclose confidential or sensitive information.

12. Limitation of Liability Regarding Promotional Materials

Trakya Pack shall not be liable for any claims related to the use of promotional materials when such materials comply with the conditions agreed upon with the Client.

13. Right to Participate in Marketing Initiatives

13.1. The Client agrees that Trakya Pack may offer participation in joint marketing initiatives such as campaigns, exhibitions, or events that may be of mutual interest. The Client’s participation in such initiatives shall be subject to a separate agreement.

13.2. The Client agrees that Trakya Pack may use customized products for promotional and marketing purposes, including but not limited to displaying anonymized images of the products on its websites and social media profiles, as well as showcasing product samples to potential clients, provided that no confidential information of the Client is disclosed.

13.3. The Client grants Trakya Pack a non-exclusive, royalty-free, and irrevocable right to use its name, logo(s), and trademark(s) solely in connection with promotional and marketing materials, without altering their integrity and in accordance with usage guidelines provided by the Client.

14. Use of Client Feedback

The Client agrees that Trakya Pack may use their written or verbal feedback to improve its products and services, as well as to publish anonymized or approved testimonials on its platforms.

15. Tools

15.1. In the case of Client-owned tools or tools loaned by the Client, Trakya Pack’s responsibility for storage and care is limited to the same level of care as for its own tools.

15.2. The Client shall bear the costs of maintenance and insurance. The obligations of Trakya Pack under this Section 15 shall cease if, after completion of the order and a corresponding request to the Client to collect the tools, the Client fails to do so within 14 days of being invited. Until the Client fully fulfills its contractual obligations, Trakya Pack has the right to retain the tools.

16. Labeling

16.1. Each product manufactured by Trakya Pack shall be labeled with clearly marked information, including the following mandatory details:

1. Product name;
2. Material number;
3. Client order number;
4. Work order number;
5. Manufacturer’s logo and name;
6. Manufacturer’s address;
7. Client delivery address;
8. Country of origin: Bulgaria;
9. Date of manufacture (format: DD.MM.YYYY);
10. Batch number;
11. Number of products per pallet;
12. Contact details (phone, email, website).

16.2. The label must be placed in a visible location, ensuring readability and durability of the information.

16.3. If additional client-specific labeling requirements are necessary, they shall be agreed upon in advance and documented in the relevant work instructions.

17. Data Protection

17.1. The parties undertake to process all personal data received in connection with this contract in accordance with applicable data protection legislation, including Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and national laws.

17.2. Personal data shall be collected, used, and stored solely for the purposes of fulfilling the contract and may not be processed for other purposes without the explicit consent of the data subject or the existence of another legal basis.

17.3. Any individual whose data is processed has the right to access, rectify, erase, restrict processing, object to processing, and data portability, as provided under the GDPR.

17.4. The parties shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, destruction, or unlawful disclosure.

17.5. Personal data may not be transferred to third parties without a legal basis and the data subject’s consent, unless otherwise required by law.

17.6. Personal data shall be retained only for the duration necessary to fulfill the purposes for which it was collected, unless a longer retention period is required by law.

17.7. In the event of a breach of this clause, the responsible party shall be liable under applicable legislation and may be subject to administrative and civil penalties.

18. Anti-Money Laundering Compliance

18.1. The parties to this agreement declare and warrant that they comply with all applicable laws and regulations on anti-money laundering and counter-terrorism financing, including but not limited to the national Anti-Money Laundering Act and related secondary legislation.

18.2. Each party confirms that all funds used in connection with this agreement do not originate from illegal activities, including but not limited to criminal activity, corruption, fraud, or terrorism financing.

18.3. The parties agree to provide the necessary information and documents that may be required for client verification and compliance with anti-money laundering legislation.

18.4. If either party has reasonable grounds to suspect that the other party is involved in activities related to money laundering or terrorism financing, it has the right to immediately terminate this agreement without notice and without liability for any consequences arising from such termination.

18.5. The parties undertake to cooperate with regulatory and law enforcement authorities in investigations related to anti-money laundering and counter-terrorism financing measures by providing the requested information accordingly.

19. Anti-Corruption Agreement

The parties to this contract undertake not to offer, promise, give, solicit, or accept any benefits, directly or indirectly, that may be interpreted as a bribe or corrupt act. In the event of a breach of this clause, the affected party has the right to terminate the contract immediately, without compensation, and to seek appropriate remedies under applicable law.

20. Governing Law

This contract shall be governed by and interpreted in accordance with the laws of the Republic of Bulgaria. All disputes arising from or related to this contract shall be resolved under the same legal framework.