General Terms and Conditions

Preamble

I. Definitions and Scope

Article 1. Definitions

(1) For the purposes of these General Terms and Conditions:

1. "the ORGANISATION" — "EKO OIL RESURS" EOOD, UIC 204449446, a used oil recovery organisation within the meaning of the WMA, holding a valid permit under Art. 81, para. 1 of the WMA.
2. "the MEMBER" — a person that places oils on the market and fulfils its obligations through the collective system of the ORGANISATION on the basis of an individual agreement.
3. "the AGREEMENT" — the individual agreement between the ORGANISATION and the MEMBER.
4. "the PARTIES" — the ORGANISATION and the MEMBER, taken together.
5. "the WMA" — the Waste Management Act in its current version.
6. "the Used Oils Ordinance" — the Ordinance on Used Oils and Waste Petroleum Products in its current version.
7. "the Product Fee Ordinance" — the Ordinance on the Procedure and Amount for Payment of the Product Fee in its current version.
8. "Directive 2008/98/EC" — Directive 2008/98/EC on waste, including the requirements on Extended Producer Responsibility and the specific rules on used oils.
9. "Waste Shipment Rules" — the applicable EU and national law on the shipment of waste, including Regulation (EU) 2024/1157 and, to the extent applicable under the transitional provisions and the national transposing measures, Regulation (EC) No 1013/2006.
10. "Oils" — the products falling within the regulatory scope of oils, the use of which generates used oils.
11. "Used oils" — mineral or synthetic lubricating or industrial oils that are no longer fit for their original purpose, as well as other oils falling within the regulatory definition.
12. "Waste petroleum products" — waste falling within the scope of the Used Oils Ordinance but not counted towards the fulfilment of the recovery target for used oils, where the applicable regulation so provides.
13. "Reporting period" — one calendar month.
14. "Placing on the market" — the placing on the market within the meaning of the applicable regulatory framework, including importation, introduction from another EU Member State, manufacturing, and use for own commercial, industrial or professional activity, where the applicable regulation so provides.
15. "Remuneration" — the price paid by the MEMBER to the ORGANISATION for participation in the collective system. This payment does not constitute the public-law product fee under Art. 59 of the WMA.
16. "Rate" — the specific price in euros per kilogram of oil, excluding VAT, for the relevant product code or group of products.
17. "Portal 2.0" — the electronic reporting system of the ORGANISATION through which the MEMBER may submit declarations, corrections and documents and receive messages, pro forma invoices, invoices and other documents.
18. "Waste stream" — the category of waste (used oils) for which the MEMBER fulfils its obligations through the collective system.
19. "ExEA" — the Executive Environment Agency.
20. "MoEW" — the Ministry of Environment and Water.
21. "EMEPA" — the Enterprise for Management of Environmental Protection Activities.
22. "QES" — a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 and the EDESA.
23. "EDESA" — the Electronic Documents and Electronic Authentication Services Act.

(2) Where a mandatory statutory definition or legal regime changes, the current statutory definition or mandatory rule shall apply.

Article 2. Order of Precedence

In the event of any inconsistency between the documents, the following order of precedence shall apply:

1. the individual AGREEMENT;
2. the individual pricing appendix to the AGREEMENT;
3. the remaining appendices;
4. these General Terms and Conditions.

II. Membership Conditions

Article 3. Subject Matter

The ORGANISATION shall, through its collective system, arrange the fulfilment of the regulatory obligations in respect of the oils placed on the market by the MEMBER, on the terms set out in the AGREEMENT, these General Terms and Conditions and the applicable legislation.

Article 4. Regulatory Target and Priority of Regeneration

(1) The ORGANISATION shall arrange the fulfilment of the annual target for the recovery of used oils as specified in the Used Oils Ordinance. As at the date of adoption of these General Terms and Conditions, the target is the recovery of used oils in a quantity of not less than 40 per cent of the quantity of oils placed on the market during the current year, subject to any subsequent legislative amendment of the applicable percentage.

(2) The organisation of the system shall apply the principles of the waste hierarchy, the separate collection of used oils, the priority of regeneration (R9), and alternative recycling or recovery operations that deliver an equivalent or better overall environmental outcome. Diversion to another operation shall be permitted only where regeneration is not feasible for technical, economic or organisational reasons, documented in the annual report. The operators shall provide data by operation codes (R9, R12, R1, D10, D15, etc.) to demonstrate the priority of regeneration. The ORGANISATION shall maintain an annual mass balance tracking the quantities from the point of placing on the market through the separate collection to the final treatment operation, by operation codes.

(3) The ORGANISATION shall not count towards the target fulfilment quantities that are not normally counted, including used oils that have arrived in or been imported into Bulgaria, oils past their shelf life, and waste petroleum products, where the applicable Used Oils Ordinance so provides.

Article 5. Commencement of Participation

(1) The MEMBER's participation shall commence on the date specified in the individual AGREEMENT, provided that a valid AGREEMENT has been executed, the MEMBER's registration is current, there is no impermissible parallel membership, and the required registration and identification data has been provided.

(2) Within 7 business days of the execution of the AGREEMENT, the MEMBER shall be entered in the relevant public register under Art. 45 of the WMA and shall provide a copy of the registration to the ORGANISATION.

Article 6. Parallel Membership

(1) The MEMBER may not simultaneously fulfil its obligations for the same waste stream through another recovery organisation.

(2) Where the MEMBER transfers from another organisation, the MEMBER shall provide evidence of the termination of the previous agreement.

(3) Impermissible parallel membership constitutes a material breach.

(4) Where impermissible parallel membership is established, the MEMBER shall be liable for liquidated damages in the amount of three times the most recent monthly remuneration. If the parallel membership is not terminated within 15 days of the written notice, the liquidated damages shall be five times the most recent monthly remuneration, but not more than the annual remuneration of the MEMBER.

Article 7. Registration

(1) The MEMBER shall maintain the required registration in the public register under the WMA throughout the entire period of participation.

(2) The MEMBER shall promptly reflect the method of fulfilment through the ORGANISATION and all subsequent changes within the regulatory time limits.

(3) The MEMBER shall bear responsibility for its registration number, the scope of the declared products, the specified method of fulfilment, and the accuracy of the data before the ExEA and other competent authorities.

Article 8. Scope of Coverage

(1) The ORGANISATION shall assume contractual obligations only in respect of quantities that are included in the scope of the AGREEMENT, duly declared, documented, substantiated and paid in accordance with the AGREEMENT and these General Terms and Conditions.

(2) Undeclared, understated, disputed or unpaid quantities shall not be automatically included in the contractual coverage, unless mandatory law provides otherwise.

(3) The public-law consequences of non-payment, failure to provide or inaccurate provision of information by the MEMBER shall be borne by the MEMBER, to the extent caused by its action or inaction.

III. Reporting and Declarations

Article 9. Monthly Declaration

(1) The MEMBER shall declare all oils placed on the market by it during the relevant calendar month.

(2) The declaration shall be submitted no later than the 15th day of the month following the reporting period.

(3) The declaration shall contain all the regulatory and contractual data required, including the type and code of the oil, the quantity in kilograms, tariff codes, data from the primary documents, importation, intra-Community introduction, manufacturing, own professional use, export or dispatch, and any other data necessary for regulatory reporting. The quantities shall be declared as the net weight of the oil, excluding the packaging.

Article 10. Nil Declaration

Where no oils have been placed on the market, the MEMBER shall submit a nil declaration within the time limit under Art. 9, para. 2. Consecutive nil declarations may be grounds for verification, where the ORGANISATION considers that a data check is necessary.

Article 11. Portal 2.0 and Submission Procedure

(1) The primary electronic reporting system of the ORGANISATION is "Portal 2.0".

(2) Declarations and the relevant documents shall be submitted through Portal 2.0, with a QES, or by another electronic method expressly specified by the ORGANISATION.

(3) A declaration shall be deemed submitted once it has been technically received by the ORGANISATION and contains all the mandatory data and appendices.

(4) A submitted declaration may not be withdrawn, deleted or cancelled unilaterally by the MEMBER.

(5) A submitted declaration may be corrected only by means of a correcting declaration and upon the approval of the ORGANISATION. The originally submitted declaration and all subsequent versions shall be stored in Portal 2.0 as part of the audit trail.

(6) The restriction under para. 4 shall not prevent a reduction of a previously declared quantity upon subsequent documentary evidence of export or dispatch of the same oils outside the territory of the Republic of Bulgaria, including intra-Community dispatch, where such reduction is permissible under the applicable legislation and the required evidence has been presented.

(7) The ORGANISATION may change the technical format, the mandatory fields and the operating procedures of Portal 2.0 upon prior notice, without thereby altering the individual rates and the contractual time limits.

Article 12. Correcting Declarations

(1) Where an error or omission is established, the MEMBER shall submit a request for correction without delay, but no later than 3 business days from the date of discovery and, in all cases, no later than the end of the financial year in which the relevant reporting period falls.

(2) A correction shall take effect upon the approval of the ORGANISATION and its reflection in Portal 2.0. The ORGANISATION shall rule on the request within 10 business days of receipt of the complete supporting evidence. The failure to rule within the time limit shall be deemed a refusal, which the MEMBER may challenge under the general procedure.

(3) Any additionally established quantity shall give rise to an obligation to pay the outstanding amount for the original reporting period.

(4) A reduction of a declared quantity shall be permitted only upon proof of a factual or technical error, or under the circumstances described in Art. 11, para. 6, and upon the presentation of sufficient primary evidence.

(5) A correction shall not delete the original declaration and shall not affect the right of the ORGANISATION to carry out a subsequent verification.

(6) The MEMBER shall be obliged to provide corrections and evidence within the time limits enabling the ORGANISATION to submit the quarterly data to the ExEA and the annual correcting report within the regulatory time limits.

Article 13. Additional Documents

Upon request, the MEMBER shall provide to the ORGANISATION, within 3 business days, all relevant documents, including invoices, customs documents, Intrastat information, warehouse documents, accounting registers, quantity registers, accounting ledgers, data from electronic systems, sales reports, turnover sheets, certificates for importation, manufacturing, introduction, export, dispatch, and any other documents necessary for the verification of quantities.

Article 14. Annual Forecast and Annual Confirmation

(1) By 15 January, the MEMBER shall provide forecast quantities by type of oil for the current calendar year.

(2) The forecast is of an indicative nature and does not replace monthly reporting.

(3) Upon the request of the ORGANISATION, the MEMBER shall provide an annual confirmation or reconciliation of the data by product codes and quantities, including for the purposes of the report and a report with factual findings.

Article 15. Informing Distributors and Consumers

(1) The MEMBER shall fulfil its obligation to inform its distributors of the manner in which it fulfils its obligations through the ORGANISATION, including by providing the required certificate where applicable.

(2) Where the MEMBER sells oils to end consumers intended for use in motor vehicles, it shall bear independent responsibility for the placement of the required information at the points of oil change regarding the uses of the oils and the risks of improper handling, to the extent that this obligation is applicable to its business.

(3) The ORGANISATION may provide a template informational text for establishments selling oils to end consumers; the use of the template is recommended but not mandatory.

IV. Remuneration and Pricing

Article 16. Initial Rates

(1) The initial rates for the specific MEMBER shall be determined in the individual AGREEMENT or in a pricing appendix thereto.

(2) The rates shall be stated as exact numerical values in euros per kilogram, excluding VAT.

(3) Different rates may be determined for different product codes or product groups.

Article 17. Principles for the Determination of the Remuneration

(1) In accordance with Art. 8a of Directive 2008/98/EC, the WMA and the Used Oils Ordinance, the remunerations shall be determined on the basis of the preliminary financial calculation and the financial model of the collective system, ensuring the coverage of the necessary costs for the management of the used oils from the products placed on the market by the members, with the aggregate amount of the remunerations not exceeding the costs necessary for the provision of the used oil management services in a cost-effective manner.

(2) In determining the cost base, the following shall be taken into account as a minimum:

1. costs of the separate collection of used oils, their subsequent transportation and treatment, including the treatment necessary for the achievement of the regulatory targets;
2. costs necessary for the construction, maintenance and development of the separate collection systems;
3. costs of providing appropriate information and conducting informational, educational and awareness-raising activities;
4. costs of data collection, reporting, control and audit;
5. costs of financial management, planning and subsequent monitoring of the variances between planned and actually performed activities and costs;
6. other directly relevant and legally permissible costs for the operation of the collective system.

(3) In determining the necessary costs, the revenues from the re-use, sale of used oils, waste materials and other revenues that are required to be taken into account under the applicable law and the financial model shall be deducted.

(4) The remunerations shall be modulated, where applicable, in respect of individual products or groups of similar products, taking into account their durability, suitability for regeneration and recycling, the presence of hazardous substances, and other regulatory relevant characteristics.

(5) The individual rates may take into account objective factors, including the type and composition of the products, the quantities, the geographical and logistics coverage, the administrative burden, the credit risk and the payment discipline, in compliance with the principles of equal treatment, transparency, product modulation and cost-effectiveness.

(6) The ORGANISATION shall carry out periodic and at least annual monitoring of the correspondence between the planned and actually incurred costs, as well as between the aggregate amount of the remunerations received and the costs of providing the used oil management services, and, where necessary, shall update the financial model for future periods.

(7) A different rate agreed with another member shall not give rise to a right of the MEMBER to demand the same rate, where the difference is justified by permissible objective factors.

(8) The ORGANISATION shall ensure equal treatment and non-discrimination among producers irrespective of their origin or size, without disproportionate burden for small and medium-sized enterprises, in accordance with Art. 8a, paragraph 3, point (b) of Directive 2008/98/EC.

Article 18. Unilateral Amendments to the Rates

(1) The ORGANISATION shall have the right to unilaterally increase or decrease one or more of the individual rates of the MEMBER by giving written notice of 3 calendar months.

(2) The notice shall state the new exact numerical rate or rates, the product codes or product groups to which they relate, and the date from which the new rates shall enter into force.

(3) The new rate may not enter into force earlier than 3 calendar months from the date of due receipt of the notice by the MEMBER.

(4) The unilateral amendment under this Article shall not require the execution of an annex or any other additional consent of the MEMBER.

(5) The amendment shall have prospective effect only and shall not apply to quantities for which the remuneration became due before the date of its entry into force.

(6) The right under this Article may be exercised in the event of regulatory, administrative, economic or market changes, changes in the targets, the costs of collection, transportation, regeneration, recycling and recovery, the prices charged by the operators, energy and logistics costs, the costs of reporting, audit and informational activities, or changes in the composition or volume of the quantities.

(7) In determining the new rates, the ORGANISATION shall comply with the requirements under Art. 17.

(8) In the event of disagreement with an increase in rates, the MEMBER may terminate the AGREEMENT by giving three months' written notice, calculated from the date of receipt of the notification under para. 2. Until the expiry of the notice period, the previous rates shall continue to apply.

Article 19. Amendment of the Rates by Mutual Consent

(1) Notwithstanding Art. 18, the ORGANISATION and the MEMBER may at any time agree in writing to amend one or more rates with immediate effect or from another expressly agreed date.

(2) The written consent may be effected by means of an annex, a bilaterally executed pricing appendix, or an electronic document signed with a QES by both PARTIES.

(3) Where a notice under Art. 18 has been served and the PARTIES subsequently reach another written agreement, the rate agreed by mutual consent shall take precedence as from the agreed date.

Article 20. Calculation

The monthly remuneration shall be determined by the formula P = Σ(Ti × Si), where P is the total remuneration excluding VAT, Ti is the quantity for the relevant product code in kilograms, and Si is the applicable rate for the relevant product code in euros per kilogram, excluding VAT. The quantities shall be rounded to whole kilograms, and the amounts to the second decimal place, at the level of the individual line of the declaration.

V. Maturity, Invoicing and Accounting Adjustments

Article 21. Maturity and Invoicing

The maturity, the procedure for the issuance of a pro forma invoice and a tax invoice, the method of payment and the bank account shall be determined in the individual AGREEMENT.

Article 22. (Repealed)

Article 23. Accounting Adjustments

Debit notes, credit notes and the other accounting documents shall be issued in accordance with the applicable tax and accounting legislation. Contractual liquidated damages, indemnities and variances shall be documented in accordance with the applicable tax treatment. Liquidated damages and indemnities that are of an indemnity nature shall not be included in the tax base (Art. 26, para. 3, item 2 of the VATA) and shall be documented by a protocol or another primary accounting document, other than a tax invoice, without charging VAT. Where liquidated damages are added to an already invoiced amount, a debit note may be issued.

VI. Irrevocability, Export, Dispatch and Reimbursement

Article 24. Irrevocability of the Declaration and Corrections upon Export

(1) A declaration submitted by the MEMBER may not be withdrawn, amended or deleted. Corrections shall be effected exclusively in accordance with the procedure under Art. 11 and Art. 12, and upon the approval of the ORGANISATION.

(2) A reduction of the declaration on account of a subsequent documentary evidence of export or dispatch of the same oils outside the territory of the Republic of Bulgaria, including intra-Community dispatch, where such reduction is permissible under the applicable law, shall not be deemed a withdrawal of the declaration.

(3) For a correction under para. 2, the MEMBER shall present verifiable evidence of the identity of the goods, the quantity, the original reporting, the remuneration paid, and the export or dispatch and the absence of double reimbursement.

(4) A request for correction or reimbursement shall be submitted within 3 months of the export or dispatch, unless a mandatory provision prescribes a different time limit.

(5) The ORGANISATION shall have the right to carry out a verification prior to the recognition of the correction, and may first set off its receivables. The ORGANISATION shall rule on the request within 10 business days of receipt of the complete supporting evidence. The failure to rule within the time limit shall be deemed a refusal, which the MEMBER may challenge under the general procedure. Upon an approved correction, the relevant accounting document shall be issued in accordance with the VATA. The credit note shall be matched against the invoices for the period of the original declaration, in chronological order (FIFO).

Article 25. Waste Shipments and Recognition towards the Targets

(1) Where the fulfilment of the regulatory target involves the export or dispatch of used oils outside the territory of the Republic of Bulgaria for recovery, such fulfilment shall be recognised only in compliance with the applicable Waste Shipment Rules and upon evidence that the recovery operation has been carried out under conditions that are equivalent to the requirements of the Used Oils Ordinance.

(2) The ORGANISATION may require the MEMBER, the operator or the consignee to provide all documents under the applicable Waste Shipment Rules, including documents for the specific shipment, a permit or other document evidencing the legal capacity of the consignee, and a certificate or confirmation of a completed final recovery operation, where applicable.

(3) There shall be no contractual coverage for quantities in respect of which the evidence of shipment, receipt or final operation is incomplete, inaccurate or not presented in time, to the extent that this impedes the regulatory reporting.

VII. Used Oils, Mixing, PCBs and Operators

Article 26. Prohibition of Mixing that Prevents Regeneration or Recycling

(1) The MEMBER, to the extent that it generates, stores or handles used oils in connection with its business, shall not permit the mixing of used oils of different characteristics or the mixing with other waste, substances or materials, save with the express permission referred to in Art. 21, paragraph 2 of Directive 2008/98/EC and the corresponding national procedure.

(2) The MEMBER shall bear responsibility for the damage, the costs and the impossibility of recognition of quantities caused by improper storage, mixing, contamination or inaccurate declaration of used oils, to the extent that such actions have been carried out by it or by persons for whom it is responsible.

Article 27. PCBs, Chlorine and Hazardous Characteristics

(1) Where the MEMBER hands over or participates in the handover of used oils, it shall be obliged to provide the available information on the hazardous characteristics, the origin and the potential content of PCBs, chlorine or other contaminants that are of significance for the storage, transportation, regeneration, recovery or disposal.

(2) Used oils and waste petroleum products with a PCB content exceeding 50 mg/kg or above the regulatory relevant thresholds shall be managed separately and solely in accordance with the procedure provided for in the applicable legislation and the permits of the relevant operators.

(3) The ORGANISATION shall have the right to refuse the inclusion, certification or recognition of quantities that are unsuitable for contractual coverage on account of contamination, improper mixing, missing data, or non-compliance with the applicable regime.

Article 28. Operators and Permits

(1) The activities of collection, transportation, storage, regeneration, recycling, recovery or disposal shall be carried out by persons holding the required permit, registration document, complex permit or other regulatory required document.

(2) The ORGANISATION may select, change and use more than one operator in accordance with the regulatory requirements, the cost-effectiveness and the security of the fulfilment.

(3) The MEMBER shall have no right to require the use of a specific operator, unless this has been expressly agreed in writing.

VIII. Verification and Audit

Article 29. Right of Verification

The ORGANISATION shall have the right, on its own or through an independent auditor, to verify the accuracy and completeness of the MEMBER's data and the documents on the basis of which the declarations have been prepared.

Article 30. Scope of the Verification

The verification may cover all relevant primary accounting documents, invoices, customs documents, Intrastat data, warehouse and quantity registers, accounting ledgers and registers, data from electronic systems, sales reports, export, dispatch or import quantities, corrections and payments.

Article 31. Notice of Audit

(1) An ordinary verification or audit shall be carried out upon at least 7 calendar days' prior written notice to the MEMBER.

(2) A verification without the notice period under para. 1 may be carried out at the request of a competent authority, in the event of a well-founded suspicion of concealment or manipulation of information, a material discrepancy, a repeated explanation, a refusal to provide documents, three or more consecutive nil declarations, or any other circumstance, the postponement of which would create a material regulatory risk.

Article 32. Costs of the Audit

Where an understatement of the quantities of at least 5 per cent of the total declared quantity for the audit period, but not less than 200 kg, is established, or in the case of deliberate concealment irrespective of the amount, the MEMBER shall reimburse the reasonable and documented costs of the audit.

Article 33. Annual Audit and Data of the Organisation

(1) The ORGANISATION shall demonstrate its fulfilment of the regulatory target and its obligations through an annual report and a report with factual findings issued by a registered auditor, where required by the Used Oils Ordinance.

(2) The MEMBER shall be obliged to provide, without delay, all data and documents necessary for the ORGANISATION and its auditor to verify the quantities placed on the market, the invoiced and paid remunerations, the nil declarations, the missing declarations, the terminated agreements, and any other regulatory required information, including in respect of exports or dispatches.

(3) The ORGANISATION shall publish annually, no later than 30 June of the following calendar year, aggregated information on: (a) the quantities of used oils collected and treated by operation (R9, R12, R1, D10, etc.); (b) the degree of achievement of the regulatory targets; (c) the costs and revenues of the collective system in summary form; and (d) a list of the operators by collection and treatment. The publication shall not include the individual data of the individual members.

IX. Reporting to Competent Authorities

Article 34. Quarterly and Annual Reporting

(1) The ORGANISATION shall submit to the ExEA information on the quantities of oils placed on the market, exported or dispatched from the territory of the country, for each person that is a member of the organisation, within the regulatory time limits and format.

(2) The MEMBER shall bear responsibility for the accuracy, completeness and timeliness of the provision of the primary data on the basis of which the ORGANISATION fulfils its obligations under para. 1.

(3) Where it is necessary to correct previously provided information, the MEMBER shall be obliged to cooperate so that the correction may be reflected within the regulatory permissible time limits.

Article 35. Members in Default and Non-Reporting Members

The ORGANISATION shall provide to the Minister of Environment and Water and other competent authorities the regulatory required lists and data regarding MEMBERS that have not paid the agreed remuneration or have not reported the quantities of oils placed on the market by them. Such provision shall not constitute a breach of confidentiality.

X. Liquidated Damages and Liability

Article 36. Liquidated Damages for Late Payment

In the event of late payment, the MEMBER shall owe, without a demand, liquidated damages in the amount of 0.1 per cent of the overdue principal for each calendar day of delay, but not more than 20 per cent of the relevant overdue principal.

Article 37. Understated or Undeclared Quantities

(1) Where undeclared or understated quantities are established, the MEMBER shall owe the additional remuneration, a one-off penalty of 10 per cent of the additionally established remuneration, the costs of the audit under the conditions of Art. 32, and the late-payment penalty under Art. 36 on the additional principal from the original due date.

(2) Where the individual AGREEMENT contains an aggregate cap on the penalties for the reporting period, that cap shall apply.

(3) The ORGANISATION shall issue a tax invoice or a debit note for the additional remuneration under para. 1, sentence 1, within 5 days of the notification of the MEMBER. The penalty under para. 1, sentence 2, shall be documented in accordance with Art. 23.

Article 38. Direct Damages

In the event of a breach attributable to the MEMBER, the MEMBER shall indemnify the ORGANISATION for the directly caused and proved property damages that exceed the amount of the liquidated damages, without double indemnification. The administrative-penalty liability of the ORGANISATION shall not be transferred contractually to the MEMBER.

Article 38a. Aggregate Cap on Liquidated Damages

The aggregate amount of the liquidated damages under Art. 36 and Art. 37 for any single reporting period may not exceed 50 per cent of the remuneration due for that period, unless the individual AGREEMENT provides for a different cap. The penalty for parallel membership under Art. 6, para. 4, and the costs of an audit under Art. 32 and the indemnity under Art. 38 shall not be subject to this cap.

XI. Rights and Obligations of the Organisation

Article 39. Set-Off

The ORGANISATION may, by a written declaration, set off its receivables against amounts recoverable, credits, deposits or other sums owed to the MEMBER, subject to the conditions prescribed by law.

Where the set-off covers amounts subject to a different tax treatment, each PARTY shall issue the relevant tax or accounting document for its portion within the time limits under the VATA. Payments shall be effected by bank transfer in accordance with the Act on the Restriction of Cash Payments.

Article 40. Material Breach

A material breach by the MEMBER shall include, but not be limited to:

1. a delay in payment exceeding 30 calendar days;
2. two or more delays in payment, each exceeding 10 calendar days, within six consecutive reporting periods;
3. repeated failure to submit declarations;
4. materially inaccurate or manipulated data;
5. refusal of an audit;
6. failure to provide requested documents;
7. impermissible parallel membership;
8. loss of, or failure to maintain, the required registration;
9. deliberate concealment of quantities;
10. mixing or contamination of used oils that prevents regeneration, recycling, recovery or regulatory reporting;
11. any other breach that materially jeopardises the regulatory fulfilment of the ORGANISATION.

12. In respect of the breaches under items 1–11 that are remediable, the termination under Art. 47 shall be preceded by a written demand with a 7-day period for remediation.

Article 41. Regulatory Targets

(1) The ORGANISATION shall arrange the fulfilment of the regulatory targets for the quantities of the MEMBER for which the latter has fulfilled its contractual obligations.

(2) If the regulatory targets for the separate collection and recovery are not achieved through the fault of the ORGANISATION and, as a result, a competent authority issues an order requiring the MEMBER to pay a product fee under Art. 59 of the WMA, the ORGANISATION shall pay that fee instead of the MEMBER, up to the amount attributable to the culpable failure of the ORGANISATION.

(3) Where the targets are not achieved through the fault of the ORGANISATION, the ORGANISATION shall assist the MEMBER in lodging an appeal and shall provide the evidence at its disposal.

(4) The ORGANISATION shall not bear liability under para. 2 and para. 3 where the failure to achieve the targets is attributable in whole or in part to: (a) inaccurate, manipulated or late data from the MEMBER; (b) unpaid or partially paid remuneration; (c) termination of the AGREEMENT by or at the fault of the MEMBER; (d) failure to provide documents or refusal of cooperation under Art. 13 and Art. 33; (e) force majeure under Art. 55.

Article 42. Operators

The ORGANISATION may delegate the activities of collection, transportation, storage, regeneration, recycling, recovery and disposal to operators holding the required permits or other regulatory required documents, and may select, change and use more than one operator in accordance with the regulatory requirements, the cost-effectiveness and the security of the fulfilment.

Article 42a. Collection Network and Geographical Coverage

(1) The ORGANISATION shall maintain a network of operators for the collection of used oils that ensures the coverage of the territory on which the MEMBERS place oils on the market, including accessibility for entities generating used oils in small quantities.

(2) Information on the collection points and the operators shall be published on the website of the ORGANISATION.

(3) Where a person placing oils on the market without participation in a collective system and without individual fulfilment is identified, the ORGANISATION shall notify the ExEA and/or the competent Regional Inspectorate of Environment and Water (RIEW).

Article 43. Certificate

(1) Upon the fulfilment of its reporting and payment obligations, the ORGANISATION shall issue the required certificate of participation.

(2) A certificate may be refused or temporarily withheld in the event of non-payment, incomplete or late reporting or missing documents, until the remediation of the non-performance, or upon any other regulatory impediment.

(3) The issuance of a certificate shall not restrict the right to a subsequent verification or correction.

Article 44. Technical Rules and Portal 2.0

The ORGANISATION may unilaterally change the technical formats, the fields, the file structures, the procedures and the information channels in Portal 2.0, provided that this does not alter the individual rates, the maturity, the liquidated damages, or the term for termination.

XII. Term and Termination

Article 45. Term

Unless otherwise agreed in the individual AGREEMENT, the initial term shall be 3 years. Upon the expiry of the initial term, the AGREEMENT shall be renewed automatically for successive three-year periods, unless either of the PARTIES gives written notice at least 3 months before the expiry of the current period.

Article 46. Termination without Cause

Either PARTY may at any time terminate the AGREEMENT by giving 12 months' written notice, irrespective of the current three-year period.

Article 47. Immediate Termination

The ORGANISATION may terminate the AGREEMENT without notice in the event of a material breach under Art. 40, subject to compliance with the preliminary demand under Art. 40, item 12, where the breach is remediable.

Article 48. Loss of the Permit

Upon the definitive loss by the ORGANISATION of its right to act as a used oil recovery organisation, the contractual coverage for future quantities shall be terminated, the MEMBER shall be notified and shall arrange another lawful method of fulfilment.

Article 49. Consequences of Termination

(1) Termination shall not affect the unpaid remunerations, liquidated damages, indemnities, obligations for documents and corrections, the right of verification for past periods, confidentiality, the right of the ORGANISATION to submit data for preceding periods, and the set-off rights that have arisen.

(2) Within 10 business days of the entry into force of the termination, the MEMBER shall cease all use of the certificate under Art. 43, and of all signs, documents and representations associated with the membership in the ORGANISATION, and shall return or destroy all copies of the certificate. Upon request, the MEMBER shall provide written confirmation of the fulfilment of its obligation under this paragraph. The ORGANISATION shall notify the MoEW and the ExEA of the termination of the MEMBER's membership within 14 business days.

(3) Upon termination of the AGREEMENT, the PARTIES shall execute a bilateral protocol certifying the final state of their financial relations. The protocol shall be drawn up within 15 business days of the entry into force of the termination. If the MEMBER refuses to appear or refuses to sign the protocol, the protocol may be drawn up in the MEMBER's absence, with its findings confirmed by the signatures of two witnesses.

(4) Where an overpayment by the MEMBER is established, the ORGANISATION shall reimburse the difference within 30 business days of the execution of the protocol under para. 3, after setting off any receivables under Art. 39. In the event of delay in the reimbursement, the ORGANISATION shall owe statutory interest.

XIII. Confidentiality and Personal Data

Article 50. Confidentiality

The PARTIES shall treat all commercial, accounting, technical and financial information obtained as confidential. The obligation shall survive the termination of the AGREEMENT, without limitation in time.

Article 51. Permissible Disclosure

Disclosure of information to the MoEW, the ExEA, RIEW, the National Revenue Agency, the Customs Agency, EMEPA, a court, an auditor, an insurer, an operator under contract with the ORGANISATION, or a professional consultant shall not constitute a breach of confidentiality, where such provision is required by law or necessary for the fulfilment, protection or enforcement of the contractual rights.

Article 52. Personal Data

(1) The controller of personal data is "EKO OIL RESURS" EOOD, UIC 204449446.

(2) The personal data of the representatives, contact persons and employees of the MEMBER shall be processed on the basis of Art. 6, para. 1, point (b) (performance of the AGREEMENT) and point (c) (compliance with a regulatory obligation under the WMA) of Regulation (EU) 2016/679.

(3) Categories of data: names, position, e-mail address, telephone number, data for QES. Retention period: 10 years after the termination of the AGREEMENT.

(4) The data may be provided to the ExEA, the MoEW, RIEW, the National Revenue Agency, the Customs Agency, EMEPA, auditors and operators — to the extent necessary for the fulfilment of the regulatory obligations.

(5) The data subject shall have the right of access, rectification, erasure, restriction of processing and portability. The right to lodge a complaint lies with the Commission for Personal Data Protection.

(6) Detailed information is available in the Privacy Policy of the ORGANISATION, published at https://ecooilresource.com.

XIV. Electronic Documents and Evidence

Article 53.

(1) The records in Portal 2.0 regarding date, time, user, version of the declaration, quantity, status, corrections and system messages may be used as evidence between the PARTIES alongside the other permissible evidence.

(2) The records in Portal 2.0 shall be retained for at least 10 years and shall be countersigned with a qualified electronic time stamp from a provider of qualified trust services listed in the trusted list under Art. 22 of Regulation (EU) No 910/2014.

Article 54.

The MEMBER shall bear responsibility for actions performed through its user profiles and shall be obliged to notify without delay any compromise or removal of access. The provisions of the EDESA and Regulation (EU) No 910/2014 shall apply in respect of QES.

XV. Force Majeure

Article 55.

(1) A PARTY shall not be liable for non-performance directly caused by force majeure within the meaning of the Commercial Act, provided it notifies the other PARTY within 5 business days of becoming aware of the event and takes reasonable measures to mitigate the consequences.

(2) Where the notification under para. 1 is duly effected, the performance of the obligations of the affected PARTY, other than monetary obligations, shall be suspended for the duration of the force majeure event.

(3) If the force majeure event continues for more than 6 (six) months, either PARTY may terminate the AGREEMENT by written notice, without owing indemnification. The obligations and receivables that arose before the occurrence of the force majeure event shall remain in force.

Article 56.

(1) Lack of financial resources, a decline in sales, changes in market prices or the non-performance of a counterparty shall not in themselves constitute force majeure. The obligations that arose before the event shall remain due.

(2) A PARTY may not invoke force majeure where the event was caused by its own negligence or wilful act.

(3) A PARTY that was due to perform an obligation under the AGREEMENT and was already in delay before the occurrence of the event may not invoke force majeure.

XVI. Notices

Article 57. Operational Notices

Operational messages may be sent through Portal 2.0, the contractual e-mail address, or another durable medium.

Article 58. Notices with Material Legal Effect

(1) Notices regarding amendments to the rates under Art. 18, termination, changes of bank account, material financial claims and set-off shall be served by registered mail or courier with acknowledgement of receipt, by an electronic document signed with a QES, or through Portal 2.0, provided that the system ensures a reliable time stamp and acknowledgement of receipt.

(2) An amendment to the rates under Art. 18 shall be deemed duly notified only upon confirmed receipt by the MEMBER.

XVII. Amendment of the General Terms and Conditions

Article 59.

(1) The ORGANISATION may amend these General Terms and Conditions in the event of a legislative change, a change in administrative practice, a requirement of a competent authority, a change in Portal 2.0, or a need to improve the control, reporting and operation of the collective system.

(2) The amendments shall be notified to the MEMBER in the established manner.

(3) The right to unilaterally amend the individual rates shall be exercised exclusively under the special procedure of Art. 18, with three months' notice.

(4) By mutual written consent, the rates may be amended with immediate effect in accordance with Art. 19.

(5) The amendments shall be binding upon the MEMBER unless it objects in writing within 7 days of notification. In the event of an objection, the previous General Terms and Conditions shall continue to apply, and either PARTY may terminate the AGREEMENT by giving three months' written notice.

XVIII. Final Provisions

Article 60. Severability

The invalidity or inapplicability of any individual provision shall not affect the remaining provisions. The invalid provision shall be replaced by a permissible provision that achieves the same commercial purpose to the greatest extent possible.

Article 61. Non-Exercise of a Right

The non-exercise or delayed exercise of a right shall not constitute a waiver thereof. An isolated late or inaccurate performance shall not create a practice for future reporting periods.

Article 62. Assignment

Neither PARTY may assign the AGREEMENT or its rights and obligations thereunder without the prior written consent of the other PARTY, save in the case of a universal succession.

Article 63. Governing Law

For matters not regulated herein, the WMA, the Used Oils Ordinance, the Product Fee Ordinance, the EU Waste Shipment Rules, Regulation (EU) No 910/2014, Regulation (EU) 2019/1021, Regulation (EU) 2016/679 (GDPR), the Act on the Restriction of Cash Payments, the Obligations and Contracts Act and the Commercial Act shall apply.

Article 64. Disputes

(1) Disputes arising from or in connection with these General Terms and Conditions and the AGREEMENT shall first be settled by negotiation between the PARTIES within 30 calendar days of the written notification to the affected PARTY.

(2) Where no agreement is reached within the time limit under para. 1, the dispute shall be referred for resolution to the competent court with jurisdiction in the city of Sofia, in accordance with the rules on subject-matter jurisdiction.

Article 65. Adoption, Entry into Force and Electronic Signature

(1) These General Terms and Conditions have been adopted and approved by "EKO OIL RESURS" EOOD on 24 August 2026 and shall enter into force on 24 August 2026.

(2) The General Terms and Conditions shall be signed with a qualified electronic signature by the manager of the ORGANISATION. The electronic copy, signed with a valid QES, shall represent the original copy of the document.

(3) These General Terms and Conditions shall be annexed to the agreements that expressly refer to version EOR-OM-GTC-2026.

(4) For agreements concluded on the basis of the current version, these General Terms and Conditions shall supersede the previous General Terms and Conditions of the ORGANISATION in the relations between the respective PARTIES, unless the individual AGREEMENT expressly provides otherwise.

(5) The ORGANISATION shall send these General Terms and Conditions to all members of the collective system, notifying them of their entry into force on 24 August 2026. For existing agreements concluded under a previous version of the General Terms and Conditions, the new General Terms and Conditions shall apply upon the expiry of the time limit under Art. 59, para. 5, unless the MEMBER objects within the prescribed period.