General Terms & Conditions in Bulgaria — Legal Framework & Tips

What Are General Terms

General terms and conditions are pre-drafted provisions by one party, designed for application to a large number of contracts, where the counterparty cannot influence their content. In practice, the counterparty must accept or reject them in their entirety.

The most precise definition in the consumer context is found in Directive 93/13/EEC — terms drafted in advance which have not been individually negotiated and which the consumer has had no opportunity to influence.

General terms are most commonly found in bank loans, insurance contracts, telecommunications services, utility services (electricity, water, gas), and online services and e-commerce.

Legal Framework

Obligations and Contracts Act (OCA) — Art. 16

The OCA provides in Art. 16 that when an offer includes general terms, acceptance is valid only with written confirmation. In case of discrepancy between individually written provisions and provisions in the general terms, the individual provisions prevail, even if the general terms have not been deleted.

Commercial Act (CA) — Art. 298

Contains special provisions for general terms between traders (see below).

Consumer Protection Act (CPA) — Art. 143–148a

Provides enhanced protection for contracts between traders and consumers (see below).

General Terms Between Traders (B2B)

In B2B relationships, legal protection is more limited. The trader is a professional and is expected to know the conditions of their counterpart.

Under Art. 298 of the Commercial Act, a trader’s general terms become binding on the other party in two cases:

1. Written acceptance — the party declares in writing that it accepts the general terms.
2. Knowledge or duty to know — if the other party is a trader and knew or should have known the general terms, they are binding unless immediately contested.

In practice, general terms between traders are typically published on the trader’s website, sent electronically when concluding a contract, or attached to invoices or orders.

General Terms for Consumers (B2C)

Binding Effect (Art. 147a CPA)

Under Art. 147a(1-2) of the CPA:

• General terms bind the consumer only if they have been provided and the consumer has agreed by signing.
• The trader must provide a signed copy to the consumer.
• The burden of proof for the consumer’s agreement rests with the trader.

If the trader cannot prove that the general terms were provided and signed, they have no binding effect.

Individual Provisions

When individually negotiated clauses conflict with general terms, individual provisions prevail (Art. 16 OCA).

Unfair Clauses — Definition and Consequences

Definition (Art. 143 CPA)

Under Art. 143 of the CPA, an unfair clause in a consumer contract is any provision to the consumer’s detriment that fails to meet the good faith requirement and leads to significant imbalance between the trader’s and consumer’s rights and obligations.

The law lists specific types of unfair clauses, including clauses excluding or limiting consumer rights, clauses allowing unilateral modification without justification, and clauses imposing excessive penalties.

Voidness (Art. 146 CPA)

Under Art. 146(1), unfair clauses are void unless individually negotiated. “Not individually negotiated” (Art. 146(2)) means pre-drafted clauses where the consumer could not influence the content — precisely what general terms are.

Consequences of voidness: the clause produces no legal effect; if the trader received payment based on a void clause, the trader has been unjustly enriched; the remainder of the contract survives if it can exist without the void clause.

Directive 93/13/EEC — European Framework

Directive 93/13/EEC on unfair terms in consumer contracts is the foundation of European protection. It is transposed into Bulgarian law through the CPA.

Key principles:

• Non-individually negotiated terms are assessed for fairness.
• Ambiguous clauses are interpreted in favor of the consumer.
• National courts must ex officio examine whether clauses are unfair.

Amendment of General Terms

Ongoing Performance Contracts

Amendments to general terms are effective for the counterparty in an existing contract only if the party has been notified and has not rejected the changes within a sufficient period.

Consumer Contracts (Art. 147b CPA)

The trader must notify the consumer of any amendment within 7 days by phone, email, or correspondence address. The consumer has three options:

1. Terminate the contract — without penalty or compensation.
2. Continue under previous terms — by expressly declaring disagreement.
3. Implied consent — silence after valid notification is treated as acceptance.

Specific Font and Format Requirements

Font and Format

• Art. 5(4) of the Consumer Credit Act — general terms for consumer loans must use a font no smaller than 12 with the same style and format as the contract.
• Art. 23(5) of the MCCR — the same requirement for mortgage consumer loans.

Accessibility

General terms must be provided free of charge on paper or a durable medium. For distance contracts, consumers may request paper copies at any time.

Sector-Specific Requirements

Water supply general terms require approval by the Energy and Water Regulatory Commission. Electronic communications general terms are overseen by the Communications Regulation Commission.

Role of the Consumer Protection Commission

The Consumer Protection Commission (CPC) plays a key role:

• Under Art. 148(2) of the CPA, the CPC approves general terms after verifying they do not contain unfair clauses.
• If unfair clauses are found, the trader is given 14 days to remove them.
• The CPC may impose pecuniary sanctions for violations.

The CPC has authority over all types of service providers — mobile operators, utility providers, insurers, banks, and credit institutions.

Withdrawal from Contracts with General Terms

Once accepted, general terms become an integral part of the contract. The consumer cannot withdraw only from the general terms, but may withdraw from the entire contract in specific cases:

• Distance contracts — 14-day withdrawal period (Art. 50 CPA).
• Consumer credit — 14-day withdrawal (Art. 29 Consumer Credit Act).
• Distance financial services — 14-day withdrawal (Art. 12 DFSA).

When general terms are amended, the consumer may terminate the contract without penalty (Art. 147b CPA).

Practical Tips

For Consumers

1. Read the general terms before signing — do not sign what you have not read.
2. Request a copy — the trader must provide you with a signed copy.
3. Check for unfair clauses — excessive penalties, unilateral interest changes, hidden fees.
4. Negotiate individual terms — if you disagree with a specific clause, request an individual provision.
5. Monitor amendments — the trader must notify you of changes within 7 days.

For Businesses

1. Separate your general terms — create distinct sets for B2B and B2C relationships.
2. Check for unfairness — consult a lawyer before publication.
3. Ensure signing — for consumers, signatures on each page is best practice.
4. Document consent — retain evidence that general terms were provided and accepted.
5. Comply with font requirements — minimum 12 for financial services.

Frequently Asked Questions

Conclusion

General terms and conditions are an essential part of modern commerce, but they carry significant legal risks for both consumers and businesses. Understanding the legal framework — from the OCA and CPA to EU Directive 93/13 — is crucial for drafting enforceable terms and protecting your rights.

If you need legal assistance with drafting or reviewing general terms, the team at Innovires Legal can help ensure your terms are compliant and fair. Contact us for a consultation.

This article is for informational purposes only and does not constitute legal advice. For specific questions about your contractual relationships, please consult a qualified lawyer.