General terms and conditions of sale

Goodpack SARL

(Including Teda Pack EAD, Goodpack Romania SA, and Opakovka BG EOOD)

Effective Date: 01.05.2025

Version: 1.0

1. Scope and Applicability

1.1. These General Terms and Conditions of Sale (the “Conditions”) apply to all offers, order confirmations, sales and deliveries of goods, and services provided by Goodpack SARL and its subsidiaries, including Teda Pack EAD, Bulgaria, Paccor Romania …, Romania and Opakovka BG EOOD, Bulgaria (each of them hereinafter referred to as “Goodpack”). 

1.2. These Conditions are binding for all transactions by which Goodpack supplies goods (the “Goods”) to its customers, unless otherwise agreed in writing by both parties. 

1.3. Any Terms and conditions of Goodpack’s customers deviating from or supplementing these Conditions shall only apply if expressly acknowledged in writing by Goodpack.

1.4. In case any provision of these Conditions contradicts to an agreement or an order agreed and confirmed by Goodpack and the relevant customer,  the clauses of the agreement/order shall prevail.

2. Commitment – Waiver

2.1. Failure or delay by Goodpack to enforce at any time any provisions of these Conditionsshall not be construed as a waiver of its rights to rely on such provisions at a later stage.

2.2. Goodpack’s catalogues, brochures, advertisements, and price lists are only for information purposes. All products listed in these catalogues, brochures, advertisements, and price lists shall not to be considered a binding offer.

3. Order Confirmation and Formation of Contract

3.1. All agreements between Goodpack and a customer and all orders shall only be binding for both parties, if they are made in writing, including electronic communication.

3.2. No contract or customer’s offer shall be considered binding until the customer has received written or electronic confirmation from Goodpack. 

3.3. In no way Goodpack shall be obliged to accept or confirm any customer’s order.

3.4. Any cancellation or modification of orders after confirmation is subject to written approval by Goodpack.

4. Prices and Adjustments

4.1. The binding prices for delivery of Goods shall be defined in a contract signed by Goodpack or in an order confirmed by Goodpack

4.2. All prices are exclusive of VAT, duties, and other applicable taxes unless explicitly statedotherwise. 

4.3. The prices are based on delivery of the Goods Ex Works Goodpack’s production or logistic premises, or such other delivery terms and conditions explicitly agreed and confirmed by Goodpack.

4.4. The prices include the packaging agreed and confirmed by the parties.

4.5. If agreed and depending on the agreed delivery terms and conditions, the price may include transport and insurance costs.

4.6. Goodpack reserves the right to modify prices for undelivered Goods, if there are significant increases in manufacturing or other costs beyond its control, including but not limited to changes in taxes, currency fluctuations, energy, labour, and transportationprices. The Customer will be informed prior to dispatch and invoicing.

5. Payment Terms

5.1. Unless agreed otherwise, payment shall be made prior to shipment, not later than three business days after Goodpack confirms its readiness for shipment.

5.2. Credit insurance or any other acceptable form of collateral shall apply in order forGoodpack to provide credit to a customer. 

5.3. Accepted payment methods include only bank transfer. 

5.4. Invoices may be disputed within three days of receipt. Undisputed amounts are payable in full regardless of the dispute.

5.5. If a payment is delayed, a late payment penalty of 0.1% per day will accrue on overdue amounts starting after the due date. The penalty may not exceed the delayed payment

5.6. If payment is delayed by more than ten days, Goodpack may suspend or cancel further deliveries or may terminate the existing contracts or contractual relations.

6. Delivery

6.1. Unless otherwise agreed by both parties, all deliveries shall be made Ex Works Goodpack’s production or logistic premises. Incoterms 2020 Rules shall apply.

6.2. If agreed, Goodpack may arrange transportation on behalf of the customer without assuming any liability for damages, delays, or losses during transport.

6.3. Delivery dates are indicative unless otherwise agreed by both parties. 

6.4. Goods may be delivered in partial shipments. 

6.5. Failure of the customer to accept delivery shall entitle Goodpack to store the Goods at the customer’s cost and risk. Any costs resulting from customer’s delay or refusal to accept Goods shall be borne by the customer.

6.6. The final delivered quantity may vary by up to +/- 10% from the confirmed quantity. Such variation will be considered acceptable. The invoiced amount shall comply with the quantities actually delivered.

7. Technical Specifications and Liability

7.1. Goodpack ensures compliance with agreed specifications. 

7.2. However, the Customer remains responsible for ensuring that the products are suitable for their intended purpose, as per customer’s requirements. 

7.3. Any technical data or specification sheets provided by Goodpack are indicative unlessexplicitly agreed otherwise.

8. Transfer of Risk and Title

8.1. The risk of loss or damage to the Goods shall be transferred to the customer upon delivery depending on the applicable delivery terms and conditions. 

8.2. The title over the Goods shall be transferred to the customer upon delivery depending on the applicable delivery terms and conditions. 

8.3. Clause 8.2 shall not apply and the title over the Goods shall be transferred after delivery and payment of the full price, in case the Customer turns out to be insolvent and/or initiates any steps to liquidate, wind up or appoint a receiver, administrative receiver, liquidator, administrator or any other similar officer in any jurisdiction.

9. Packaging and Returns

9.1. Products shall be packed according to Goodpack’s standard practices.

9.2. Non-returnable pallets are used unless agreed otherwise. 

9.3. If metal cages or returnable packaging are used, they will be invoiced unless a return agreement is in place.

9.4. Returning Goods must be approved by Goodpack in writing in advance. If defects are confirmed and back delivery of Goods is agreed, the return shipping costs will be borne by Goodpack.

10. Stock

Unless otherwise agreed by the parties, in the event of termination of the contract, agreement, order or the business relationship between Goodpack and the customer for any cause, the customer shall be responsible for purchasing and paying any remaining Goods and raw material stocks, intended exclusively for the Customer.

11. Health, Safety, and Environmental Compliance

11.1. The customer and its contractors must adhere to health and safety requirements established by Goodpack and its subsidiaries. Access to controlled premises is allowed only after safety training and issuance of proper documentation.

11.2. A zero-tolerance policy applies to alcohol, narcotics, or other impairing substances. Violations will result in immediate removal and possible contract penalties.

12. Warranty and Claims. Supplier’s liability

12.1. Upon delivery, the Customer is obliged to carefully check, examine and review the delivered Goods with regard to quantity and visible defects, including any transport damages. 

12.2. Any lack of quantity shall be recorded in the acceptance transport documentation. Lack of such remark or objections shall deprive the customer from any rights to claim shortage of delivery. 

12.3. Specifically with regard to transport damage, if delivery term is not agreed to be Ex Works and if Goodpack is liable for the transportation, any remarks and objections should be recorded on the delivery note (signed by the customer) and returned to the carrier. Goodpack shall not accept responsibility for such claims if such remarks are not recorded. The Customer then shall have seven calendar days to file a claim with Goodpack for such transport related claim.

12.4. If any visible defect in the delivered Goods is ascertained and is present at the time of delivery, the Customer shall inform Goodpack in writing immediately upon such discovery and in no event later than seven calendar days after delivery. Claims for visible defects brought after the 7-day term shall not be considered valid.

12.5. Claims for hidden defects must be submitted immediately after they are discovered and in no event later than three months after the delivery within 3 months. Any claims shallinclude supporting documentation (photos, test results, etc.). Any claim notice must provide information about the Good number, order number, pallet ID, and detaileddescription of the claim. Upon Goodpack’s request, the customer shall also send product samples of the alleged defective Goods in order for Goodpack to analyse whether the delivered products are defective or not. Claims brought after the 3-month term shall not be considered valid.

12.6. The Customer shall reasonably allow Goodpack and/or its representatives access to all its facilities to carry out any inspection or investigation deemed necessary 

12.7. Confirmed defects may be resolved by replacement or credit note corresponding to the price of the defective Goods, at Goodpack’s discretion.

12.8. The customer shall return defective Goods only upon prior written agreement with Goodpack. The cost of return shipment shall be borne by Goodpack only if the defect is confirmed by Goodpack. 

12.9. Goodpack’s product liability for delivered Goods shall be limited to the lesser of the value of the products supplied in the preceding twelve months before the occurrence of the event that gave grounds for the claim or the coverage of Goodpack’s product liability insurance. 

12.10. In no way, Goodpack shall be liable for indirect and/or consequential and/or punitive and/or exemplary damages, including, but not limited to, lost profits, lost savings, loss of production, loss of use of facility or equipment. Goodpack shall not be liable for damages that it could not have reasonably foreseen at the time of entering into the relevant order.

13. Confidentiality and Intellectual Property

13.1. For the purposes of the contract/agreement and the business relation, confidential information means any information disclosed by Goodpack to the Customer, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, financial analyses and information, inventions, market information, marketing plans, processes, methods, formulas, chemical compositions, components, structures, forecasts, prices, costs, sales information, products, product plans, research, services, specification, trade secrets (as described by applicable law, know-how or any other information. 

13.2. The Customer agrees to keep such information confidential, not to disclose such confidential information to third parties without the prior written consent of Goodpack, to limit access to such confidential information for shareholders, directors, employees and advisers to what is strictly necessary for the performance of the contract and provided a similar confidentiality obligation has been imposed upon them, not to make any copy or use of confidential information for its own purposes and to abstain from helping any other natural person or legal entity to use this same information to their advantage.

13.3. No license or ownership of intellectual property is transferred to the Customer unless explicitly agreed. If goods are made to Customer designs, the Customer assumes liability for potential IP infringements.

14. Force Majeure

14.1. Goodpack shall not be liable for delays or failures caused by any events beyond its reasonable control, including war, pandemics, natural disasters, labour disputes, or government actions. Obligations are suspended during such events. 

14.2. Either party may terminate the contract/order if the force majeure continues for more than 60 days.

15. Data Protection

15.1. Both parties agree to comply with the General Data Protection Regulation (GDPR) and related local laws. 

15.2. Personal data will be processed only for contractual purposes. 

15.3. Each party must ensure that its employees and contractors are informed and provide appropriate consent where required.

16. Governing Law and Jurisdiction

16.1. These Conditions shall be governed by the laws of Bulgaria. 

16.2. Any disputes between Goodpack and a customer shall be settled in amicable way – by negotiation between the parties. If they do not come to an agreement the dispute shall be referred for settlement to the competent courts in Sofia, Bulgaria.

17. Severability and Assignment

17.1. If any clause of these Conditions is found to be invalid, such invalidity shall not affect the other provisions and they shall remain in effect. The invalid provision shall be replaced by a legally permissible provision which comes as close as possible to the economic purpose pursued by the invalid provision.

17.2. Goodpack may assign its rights and obligations to a third party without the Customer’s consent.

18. Acceptance

By placing an order, signing an agreement or continuing its business relations with Goodpack, any customer acknowledges and accepts these General Terms and Conditions of Sale and undertakes to comply with its provisions.owledge that you have read, understood, and agree to these Terms of Service.