GENERAL CONDITIONS

for agreements between Recovery Organisation for end–of-life tyres / ELTs / „GUMI RECYCLING” EOOD and natural and legal persons – members

According to these General Conditions, Agreements shall be concluded between the recovery organisation for of end of life tyres /ELTs/ „GUMI RECYCLING” EOOD, hereinafter referred to as “ORGANIZATION” and individuals and legal entities under which the latter as producers and importers of ELTs will fulfil their obligations under the waste management / WMA / through a collective system, represented by the ORGANIZATION to which they wish to be members.

I. DEFINITIONS AND GENERAL PROVISIONS

Art. 1. (1) Upon application and interpretation of these General Conditions, the used terms and expressions shall have the following meaning:

1. “ORGANIZATION” is a recovery organization of end of life tyres under the Waste Management Act (WMA) and § 1, p. 10 of the Regulation on requirements for the end of life tyres (Regulation) with the name „GUMI RECYCLING” EOOD, UIC 204449446, with headquarters and registered office: Sofia 1233, Kozlodui № 114, office 1, and has duly permit according to the WMA to perform activity as a recovery organization of end of life tyres, issued by the Minister of environment and water.

2. “MEMBER OF THE ORGANIZATION” or “ASSIGNOR” means any natural or legal person that puts on the market tyres within the meaning of § 1, p. 7 of the Regulation on the produced, introduced in the country or imported by him tyres, and that have concluded an agreement with the ORGANIZATION, to which becomes a member.

3. “Agreement” (also “the Agreement”) is a contract between the ORGANIZATION and a MEMBER OF THE ORGANIZATION/ASSIGNOR with a subject – a fulfilment of Assignor’s objectives under art. 8, para 1 of the Regulation by the ORGANIZATION at the expense of the ASSIGNOR.

4. “Tyre” is elastic shell containing hardware products (belts) and designed for mounting on a wheel rim of a vehicle, including rubber chains.

5. “End of life tyres/tires” are all types of tires which fall within the scope of the regulation and meet the definition of “waste” within the meaning of § 1, p. 1 of the Supplementary Provisions of the WMA.

6. “Importer of tires” means any natural or legal person who imports tires from the customs territory of Republic of Bulgaria as part of its commercial or professional activity, including by means of distance selling in accordance with Art. 48, para. 1 of the Law on consumer protection to enable products to be distributed throughout the country and / or used as part of a commercial, industrial or professional activity.

7. “A person who introduces tires from another country – EU member” means any natural or legal person who introduces tires in Republic of Bulgaria as part of their trade or profession in order for products to be distributed throughout the country and / or used as part of a commercial, industrial or professional active.

8. “Person that puts/places tyres on the market” is a natural or legal person who is a manufacturer and / or importer and / or the person who brings the country from another country – an EU member, and provides tires to another person for a fee or free of charge and / or use them as part of a commercial, industrial or professional activity in order for products to be distributed or used in Republic of Bulgaria.

9. “Tyre producer” means the natural or legal person who, irrespective of the selling, including by means of distance selling in accordance with Art. 48, para. 1 of the Law on consumer protection for contracts concluded remotely, released for the first time within the territory of Republic of Bulgaria on a professional basis tires, including reclaimed/regenerated.

10. “Placing/putting on the market of tires” is the first provision of products available to another person for a fee, so that they can be distributed and / or used in Republic of Bulgaria, as well as import or entering the territory of Republic Bulgaria product by a person for his own commercial, industrial or professional activity.

11. “Recovery” means any of the applicable operations under § 1, p. 13 of the Additional Provisions of the WMA.

12. “Regulation” is the Regulation on the treatment of end of life tires – SG. 73 of 2012.

(2) The terms specified in par. 1 have the same meaning in the agreement and all adjacent to it the documents.

Art. 2. These General Conditions shall apply to all agreements concluded between the ORGANIZATION and individuals who put tires on the market.

II. SUBJECT

Art. 3. (1) According to the Agreement the ASSIGNOR assigns and the ORGANIZATION agrees to perform on behalf of the ASSIGNOR the following activities:

1. To ensure the fulfilment of the obligations of the ASSIGNOR to achieve the objectives under Art. 8, para 1 of the Regulation on the treatment of end of life tires (the Regulation) for the recovery and regeneration and / or recycling of end of life tires (ELTs) that the ASSIGNOR has placed on the market.

2. To provide the competent authorities with the required by law documentation certifying that the requirements of the preceding paragraph had been fulfilled.

(2) The agreement applies to all kinds of tires put on the market by the ASSIGNOR, for which is due a product fee under current legislation, except those listed in paragraph 3 of this Article.

(3) The ORGANIZATION is not responsible for the activities under par. 1 for quantities of tires for which has not been submitted correct information as required by the Agreement or these Conditions, or which has not been paid remuneration/payment within the time provided.

Art. 4. (1) The ASSIGNOR shall pay the ORGANIZATION a remuneration in the amount, terms and conditions set out in the Agreement.

(2) The amount of the contribution for each year of the agreement shall enter into force on 1 January of the new calendar year.

(3) (Amended from 22.12.2023) The ORGANIZATION has the right to unilaterally alter the amount of remuneration in the event of one of the following circumstances:

1. when legislative changes regarding product fee due under the Ordinance establishing the terms and amount of payment of a product fee for products after use, generate waste;

2. The change in the price of ELTs in the domestic and / or international market;

3. in change in the statutory targets for recovery of ELTs;

4. inability to recover ELTs through manufacturing facilities in the country;

5. adverse change in the terms of contracts with municipalities and / or other persons carrying out activities collection, transportation, recovery and recycling of ELTs.

(4) (revoked from 22.12.2023)

III. RIGHTS AND OBLIGATIONS OF THE ORGANIZATION

Art. 5. (1) The ORGANIZATION is entitled to receive remuneration stipulated in the agreement.

(2) (Amended from 22.12.2023) The parties agree that the announcement under Art. 6 will be presented in writing without the need for the agreement party to sign an additional appendix or annex to the contract.

Art. 6. (Amended from 22.12.2023) The ORGANIZATION has the right to unilaterally change the amount of the remuneration and/or the requirements for reporting of the tyres, by sending one month’s written notice to the ASSIGNOR.

Art. 7. The ORGANIZATION has the right to assign an independent auditor to check the correctness of the data and information provided to her by the ASSIGNOR as well as the documents used for their preparation and for this shall notify the ASSIGNOR with a one-week written notice.

Art. 8. The ORGANIZATION has the right to change the General Conditions. In this case, all members of the ORGANIZATION with which it has existing contracts will be notified about the changes of the General Conditions. The notice shall be given in the following ways: by post, courier, fax or email, by publishing the changes in a national daily newspaper or on the website of the organization. In case the ASSIGNOR explicitly does not oppose by a written statement of some or all changes within 14 days after notification, the amended General Conditions shall be deemed accepted.

Art. 9. The ORGANIZATION fulfils its obligations under this agreement by signing contracts with mayors and / or persons authorized to conduct business with waste under art. 35 of the WMA.

Art. 10. The ORGANIZATION undertakes to achieve the statutory objectives for the recovery of the ELTs formed by use of tires placed by the ASSIGNOR on the market in Bulgaria.

Art. 11. The ORGANIZATION shall submit all required under the Waste Management Act and the Regulation reports, statements and documents to the competent authorities, including:

1. annual statement under Art. 50, pt. 1 of the Regulation – by 20 February of the current year;

2. report under Art. 40, para. 1 of the Regulation by the factual findings – until 31 March of the current year, to the Minister of Environment and Water;

3. information for each person – a member of the organization in accordance with Appendix № 2 of the Regulation, the quantity of tires placed on the market and the quantity of tires exported and / or sent to the territory of Republic of Bulgaria to another country – member of the EC – in terms of art. 33 para. 5 of the Regulation – to the Executive Director of the ExEA.

Art. 12. (1) The ORGANIZATION issues to the ASSIGNOR a certificate by a sample under the Bulgarian legislation stating that the ASSIGNOR participates in a collective system for collection and recovery of ELTs, organized by the organisation and that the Assignor is released from the obligation to provide a payment order to the account of EMEPA for paid product fee.

(2) The certificate under the preceding paragraph shall be issued for any placement or several placements of tires on the market, after presenting the documents specified in Art. 14, para. 2, pt. 1 of these General Conditions within the terms of the Agreement and the payment of the agreed in it instalment.

IV. RIGHTS AND OBLIGATIONS OF THE ASSIGNOR

Art. 13. (1) In order to achieve the established in the Regulation targets for recovery of ELTs and to fulfil the legislative duties of persons placing on the market tires, the ASSIGNOR shall cooperate fully to the ORGANIZATION in meeting the terms of the Agreement.

(2) The ASSIGNOR undertakes during the term of the Agreement not to assign to other recovery organization the performance of his obligations under Art. 14 of the Waste Management Act and its subsidiary regulations.

Art. 14. (1) The ASSIGNOR shall declare to ORGANIZATION all quantities of tires, put on the market in Bulgaria during the calendar year.

(2) For the performance of its obligation under the preceding paragraph the ASSIGNOR provides to the ORGANIZATIONS the following documents:

1. a reference declaration (Appendix № 1 to the agreement). In the absence of production / import / introduction of tires during the reporting period, the ASSIGNOR is obliged to release a zero reference – a declaration;

2. a copy of the invoice-invoice for imported / entered in the country tires;

3. copy of the customs import declaration / in the case of imports from countries outside the European Community (Community goods)/;

4. a copy of the monthly INTRASTAT declaration – for the previous month / only legal entities / – within 10th (tenth) day of the month following the month for which the declaration relates;

5. information under Art. 33, para. 1 of the Regulation – by 15th of the month following the quarter to which the information is related, in paper or electronic form;

6. information needed by the ORGANIZATION to fulfil its obligations under the agreement – upon request.

(3) The ASSIGNOR undertakes to provide to the ORGANIZATION all necessary for execution of the agreement data within the terms set out in it, and in each individual request of the ORGANIZATION. The ASSIGNOR provides the relevant documents and the documents under par. 2, pt. 2-4 within three days from the date of receipt of the request from the ORGANIZATION.

Art. 15. The ASSIGNOR is obliged to pay appropriate remuneration under the terms and within the deadlines specified in the agreement.

Art. 16. (1) The ASSIGNOR undertakes to comply with all legal requirements related to quality or other characteristics of the tires put on the market.

(2) The ORGANIZATION is not responsible for the fulfilment of these requirements.

V. LIABILITY FOR FAILURE.

Art. 17. (1) In the event that in terms of tires placed on the market by the ASSIGNOR, the recovery targets of waste tires as defined under the law and the Agreement are not met by the fault of the ORGANIZATION, and in result the Minister of Environment and Water issues an order under art. 59, para. 2 WMA requiring the ASSIGNOR to pay a product fee under art. 59, para. 1 WMA, the ORGANIZATION undertakes to reimburse to ASSIGNOR the paid remuneration in the form of instalment, by order and under conditions laid down in the Agreement.

(2) The ORGANIZATION shall reimburse the amount in the above paragraph within 10 / ten / calendar days from the date of the order in the above paragraph, and in case of delay shall pay to the ASSIGNOR a default of 0.1 % / zero point one percent / of the amount for each day of delay. If the delay lasts more than 30 days, the ORGANIZATION owes to the ASSIGNOR a default of 1% / one percent / of unpaid remuneration for each day of delay. By the rules of the preceding sentence along with the right to receive the agreed default, the ASSIGNOR may terminate the agreement without notice.

(3) The ORGANIZATION does not owe a refund of the paid remuneration in the form of a contribution if the ASSIGNOR:

1. violates its reporting obligations under the contract;

2. allows another breach of its obligations under the agreement which has or may have an adverse effect on the ability of ORGANIZATION to achieve the targets for recovery of ELTs;

3. upon early termination of the agreement or the fault of the ASSIGNOR;

4. fails to pay the remuneration referred to in the agreement.

Art. 18. (1) In case the Minister of Environment and Water issues an order under Art. 59, para. 2 WMA or in the pursuit of its responsibility under Art. 82, para. 2 WMA requiring the ORGANIZATION to pay a product fee under art. 59, para. 1 WMA, due to a default, which is a fault of the ASSIGNOR, including because of any of the circumstances under p. 1, p. 2 pt. 3 or pt. 4 of Art. 17, para. 3 the ASSIGNOR undertakes to reimburse to the ORGANIZATION the paid by it sum within 10 (ten) business days from the date of issuance of the order or from realizing its responsibility.

(2) The amount to be refunded under par. 1 cannot be bigger than the amount the ASSIGNOR has paid in the form of remuneration to the ORGANIZATION under the agreement.

(3) In case of delay in payment of the remuneration under the Agreement or of the amount under par. 1 the ASSIGNOR owes the ORGANIZATION a default of 0.1 % / zero point one percent / of unpaid remuneration / sum for each day of delay. If the delay lasts more than 30 days the ASSIGNOR owes the ORGANIZATION a penalty of 1% / one percent / of unpaid remuneration / sum for each day of delay. Under the terms of the preceding sentence along with the right to receive the agreed penalty, the ORGANIZATION has the right to terminate the agreement without notice.

Art. 19. (1) In the event of false, inaccurate or untimely submitted data under the agreement by the ASSIGNOR as a result of which the ORGANIZATION is in default to other agreements with third parties relating to the collection, reuse and recycling of ELTs the ASSIGNOR owes to the ORGANIZATION paying the full amount of any penalty imposed on the ORGANIZATIONS from third party compensation, a compensation for all incurred losses, damages and lost profits by the ORGANIZATION due to its failure to execute the contract, and the default under Art. 6 of the Agreement.

(2) If false, inaccurate or untimely submitted by the ASSIGNOR data lead to the imposition of a pecuniary penalty to the ORGANIZATIONS under Chapter VI of the WMA, the ASSIGNOR owes to the ORGANIZATION a payment of the full amount of the imposed penalty payment and the default under Art. 6 of the Agreement.

(3) If the ASSIGNOR fails to pay due ORGANIZATION her remuneration and / or does not declare the quantities of tires placed on the market, the ORGANIZATION informs in writing of the breach the competent authorities in the Ministry as required under Art. 37 of the Regulation or at their request or affixing statutory conditions.

Art. 20. By signing this agreement the parties unconditionally and irrevocably agree that all provisions of the Agreement, which provide for payment of penalties remain in effect and binding on the parties after its possible termination by default, for which is provided penalty.

VI. CONFIDENTIALITY

Art. 21. (1) The Parties agree that all information related to the implementation of the Agreement will be treated as a trade secret and as such cannot be disclosed unless it is publicly available or countries are required by law to disclose. This commitment is unlimited and does not depend on the termination, cancellation, invalidation or destruction of the contract.

(2) None of the parties shall disclose information under the previous paragraph, except where previously has received a written permission from the other party. Nothing in this paragraph shall apply to information that the ORGANIZATION is obliged to disclose to the competent state administration bodies with a view to proper performance of the obligation assumed by it under this Agreement.

VII. FORCE MAJEURE

Art. 22. The Parties shall not be liable for infringement or breach of obligations when the breach or non-performance is due to force majeure.

Art. 23. The party affected by force majeure shall take all necessary actions and measures to minimize any damages and losses, and notify the other Party as soon as it becomes aware of the occurrence of force majeure / but not later than 10 ( ten) days after learning/. The notification shall describe in detail the event occurred and the actions taken by the country to limit its consequences. Failure to notify compensation for the damages suffered.

Art. 24. If notice is provided, the obligations of the party affected by force majeure shall be suspended for the duration of the event. If the event lasts more than six months, the parties may agree to terminate this contract and all obligations thereunder (excluding outstanding claims and liabilities arising prior to the occurrence of force majeure).

VIII. TERMINATION.

Art. 25. The Agreement shall be terminated in the following cases:

1. by mutual agreement of the parties expressed in writing at any time;

2. by termination of the permit of the recovery organization;

3. in the case of unilateral termination of the defaulting party under the agreement and the General Conditions.

Art. 26. (1) The ORGANIZATION has the right to terminate the contract without notice in the following cases:

1. improper or untimely reporting by the ASSIGNOR of quantities of tires, put it on the market;

2. in delay of payment of remuneration under the agreement by the ASSIGNOR with more than 30 days;

3. in declaring a bankruptcy of the ASSIGNOR.

(2) If the contract is terminated under p. 2 of the preceding paragraph the ORGANIZATION will fulfil its obligations under the agreement only for the period for which it is paid.

Art. 27. The ASSIGNOR shall be entitled to terminate the contract for late reimbursement of art. 17, para. 1 by the ORGANIZATION with more than 30 days.

Art. 28. (1) The contract shall be deemed extended for a period for which it was originally signed if, within two months before the deadline for which was signed, neither party objected to its continuation.

(2) In the terms of paragraph 1 of this Article, the contract may be extended indefinitely.

(3) Upon extension of the contract under this Article, each party may terminate it with three months’ written notice to the other party by a registered letter of notice of delivery (receipt).

IX. OTHER

Art. 29. All disputes concerning the interpretation and implementation of the Agreement will be resolved by agreement between the parties, and in failing to achieve this – before the competent court.

Art. 30. (1) The contract may be amended and supplemented only by mutual consent of the parties expressed in the written agreement, which becomes an integral part of the contract.

(2) All messages, notifications and letters to the parties in connection with the agreement that are made in the mailing address of the ORGANIZATION, and for the ASSIGNOR – at his address indicated in the header title of the contract, shall be considered duly delivered and accepted.

Art. 31. In the event that any provision of these General Conditions become invalid or unenforceable, this does not affect the remaining provisions. The invalid or unenforceable provision will be replaced by mandatory legal provision or such actual or enforceable provision which will achieve the utmost business purpose of these Conditions. The same applies to any gaps in the General Conditions and the Agreement.

Art. 32. The parties agree that in the Agreement at the wish of the ORGANIZATION can be held and a third person to be a guarantee for the implementation of its obligation under Art. 17, para. 1 of the General Conditions. In this case, the agreement will be signed by that third party and these Conditions shall be deemed to conditions to this tripartite agreement.

Art. 33. In case of differences between the provisions of these General conditions and the Agreement shall apply the provisions of the Agreement.

Art. 34. All applications that are attached to the agreements or to which they refer, form an integral part of them.

These General Conditions have been accepted and approved by the ORGANIZATION on 09.05.2017. and amended last on 22.12.2023