PROMETALBAKLI S.A. – GENERAL TERMS AND CONDITIONS OF SALE
1. SCOPE OF APPLICATION: These general terms & conditions of sale (hereinafter the “General Terms & Conditions”) apply to all goods (hereinafter the “Products”) sold by PrometalBakli S.A. (hereinafter the “Seller”) to each of its customers (hereinafter the “Buyer”). These General Terms & Conditions are deemed incorporated into each Sales Order – Proforma Invoice (hereinafter the “Proforma Invoice”) issued by the Seller and forwarded to the Buyer by order of the Buyer in accordance with clause 2, unless the Seller and the Buyer have concluded a separate agreement in writing which is deviates from these General Terms & Conditions. Amendments to these General Terms & Conditions shall be valid and take precedence over the provisions set out hereinbelow only where they have been agreed by both Contracting Parties (namely the Seller and the Buyer) and executed in writing. Any Buyer General Terms & Conditions shall only apply if accepted in writing by the Seller for a specific Proforma Invoice.
2. ORDERS: 2.1. Each request for the purchase of Products (hereinafter the “Order”) shall be submitted by the Buyer in writing. Verbal Orders shall be considered as validly submitted only if confirmed in writing by the Contracting Parties. 2.2. The Order shall be deemed to have been accepted after it is received and confirmed by the Seller and the Proforma Invoice is issued by the Seller. After the issue of the Proforma Invoice the Buyer cannot cancel, change or suspend an Order without the written agreement of the Seller and provided that the Buyer shall fully compensate the Seller for all damages (including loss of profit), expenses (including the total cost of labour and raw materials used) and charges that may be incurred by the Seller as a result of the cancellation, amendment or suspension. The Contracting Parties acknowledge and agree that an amendment to the Proforma Invoice may result to an adjustment of the agreed Sale Price. 2.3. The quantity, quality and description of the Products shall be expressly cited in the Buyer’s Order. The Seller reserves the right to make changes to the specifications of the Products when so required for purposes of compliance with applicable legislation or otherwise, provided that such change does not materially affect the quality or performance of the Products, or when so expressly requested by the Buyer.
3. SALE PRICE AND PAYMENT TERMS: 3.1. The Sale Price shall be the price stated in the Proforma Invoice and accepted by the Buyer unless otherwise specified in writing between the Contracting Parties. The Sale Price does not include any tax or duty or tariff or expense arising from or connected with the sale of the Products (including value added tax (VAT)) and also does not include the cost of transport, packaging, insurance, import – export formalities and other related expenses, unless otherwise agreed in writing between the Contracting Parties. All the above shall be borne by the Buyer. 3.2. The Payment Terms are those set out in the Proforma Invoice. The Seller shall be entitled at any time to demand full or partial advance payment of the price for the Products on a date indicated by it and to suspend the relevant production or delivery until the advance is paid. 3.3. Where the Buyer does not pay the agreed amount when it becomes due, the Seller shall be entitled to request default interest for the entire period from the date the amount became due until the date it is paid. Save where otherwise agreed in writing between the Contracting Parties, the default interest shall be calculated on the basis of the statutory default interest rate each time applicable in Greece. 3.4. In the event any amount remains due and payable, the Seller shall be entitled to deliver the Products intended for the Buyer to another customer, without this leading to the Buyer being released from its contractual obligations. Once the Seller receives payment of the amount due, a new delivery date shall be specified, which corresponds to that of a new Order. 3.5. The Seller retains ownership of all Products sold and delivered until full and complete payment of the agreed price by the Buyer for all Products, all interest, collection costs which may be payable by it, and for any compensation for breach of obligation or other claim which derives from the sale of the Products to the Buyer. 3.6. Where the Buyer resells the products or incorporates them into any other product before it acquires ownership of the Products, the Buyer shall be deemed to act on behalf of the Seller, as representative of the Seller. In such case the Seller shall under no circumstances assume any liability for actions or omissions of the Buyer.
4. DELIVERY: 4.1. The Seller shall deliver the Products in accordance with the delivery schedule, the delivery dates and delivery instructions (including the place and time of delivery) specified in the Proforma Invoice. 4.2. The place of delivery is the Seller’s facilities. The delivery terms shall be cited in the Proforma Invoice and shall be governed by INCOTERMS 2020 published by the International Chamber of Commerce. In all events, the Buyer shall assume all risk of loss or damage as from delivery of the Products by the Seller to the carrier at the point of loading. The Seller shall not be liable to the Buyer for any actual or consequential damage that may be caused to the Buyer in case the specified delivery time is not met. It is explicitly stated that the scheduled delivery dates are estimates of approximate delivery dates and not a guarantee of a specific delivery date. Moreover, the Seller shall not be liable to the Buyer nor shall it be deemed to have breached these General Terms & Conditions in case of delay in the performance, or non-performance, of its obligations in relation to the Products, if the delay was due to force majeure or due to reasons which are not exclusively attributable to the Seller. For the purposes of this clause, force majeure means any unforeseeable event beyond the reasonable control of the Seller, such as any governmental or other act, non-issuance of permits, hostilities between nations, war, civil unrest, civil war, uprisings, blockades, import or export regulations or embargoes, strikes, storms, national emergencies, earthquakes, fires, explosions, floods, hurricanes or other exceptional weather conditions or natural disasters, terrorist acts, accidents, sabotage, shortages in materials or supplies, infectious diseases, pandemics, epidemics and travel restrictions or travel warnings due to such events. 4.3. Upon delivery of the Products, the Seller shall be obliged to provide the Customer with all certificates and documents relating to the Products referred to in the Proforma Invoice.
5. WARRANTY: 5.1. The Seller warrants that the goods delivered on the basis of the Sales Invoice are those described in the Proforma Invoice. 5.2. This warranty is the only warranty provided by the Seller in relation to the Products, it applies only for the Buyer and may not be transferred to subsequent buyers or users of the Products. The Seller expressly waives any other warranties, whether express or implied, including, but not limited to, the implied warranty of merchantability and suitability of the Products for a specific purpose. 5.3. The Seller’s liability for breach of the warranty shall be limited solely to replacing defective Products which must be returned to the Seller’s facilities by the Buyer at own expense. Failure to notify defects within 15 days from the delivery date shall constitute a waiver by the Buyer of all claims relating to the Products. This constitutes the sole claim of the Buyer and the sole obligation of the Seller in the context of the warranty.
6. LIMITATION OF LIABILITY: The Seller’s liability to the Buyer, whether under contract or tort or under any warranty, arising from negligence or otherwise, shall not under any circumstances exceed the amount of the Sale Price paid by the Buyer and under no circumstances shall the Seller be liable for any indirect or consequential loss or loss of profits of the Buyer or a third party. In all events, the Sale Price cited for the Products in the Sales Invoice is the maximum limit on the Seller’s liability.
7. CLAIMS BY THE BUYER: The Buyer’s claims for defects, shortcomings of the Products or errors in delivery must be made within 15 days from receipt of the Products. The Products are sold according to the specifications declared by the suppliers of the Seller. Products purchased based on weight are subject to normal fluctuations in the quantity recognised by practice in the sector.
8. RETURNS: 8.1. No Product may be returned for credit without first obtaining written approval from the Seller. 8.2. The Seller only accepts requests for return relating to the quantity, weight or specifications of the Products. The Buyer must inspect the Products immediately after receipt. Return requests relating to defects which become apparent during inspection of the Products and those relating to quantity, weight or specifications must be submitted in writing within 15 days from receipt and include a full description of the defects identified, otherwise the Buyer is not entitled to request the return of the Products. 8.3. Return requests relating to defects which are not apparent during inspection must also be submitted in writing within 15 days from discovery and must include a full description of the defects involved. In all events, no return request may be satisfied after the elapse of 3 months from receipt of the Products. In order for their return to be acceptable, the Products must be in the same condition as delivered, sealed and intact in their original packaging, along with a copy of the Sales Invoice. Special order products cannot be exchanged or returned. The Seller retains in all events the right to inspect the Products which the Buyer claims to be defective.
9. SELLER’S OBLIGATIONS: Without prejudice to the provisions of the previous paragraphs, in the case of a timely and justified return request, the Seller shall only be required, at its discretion: (a) to remedy the defect of the Products or (b) to replace them or (c) to credit the price corresponding to the defective Products to the Buyer.
10. CONFIDENTIALITY: 10.1. The Buyer shall preserve the confidentiality of any commercial – business information related to the Seller and shall not disclose it to third parties without the written consent of the Seller. Commercial – business information must be interpreted in the wider sense and includes all information disclosed to the Buyer by the Seller or which comes to the Buyer’s knowledge in the context of the agreement between them. 10.2. All the above information and data are strictly confidential and the Buyer must maintain strict confidentiality for this purpose. In the context of the duty of confidentiality it is prohibited for the Buyer to disclose and make public in any manner the said confidential information and to disclose, make public or advertise in any manner the purchase of Products from the Seller, unless it has obtained the prior written approval of the Seller.
11. DATA SECURITY: The Contracting Parties declare that each of them has the capacity of data controller and independently of the other collects, keeps on file and in general processes the personal data they receive in the context of their relationship in accordance with the requirements of Regulation (EU) 2016/679 which relates to the protection of natural persons against the processing of personal data in all EU countries, in accordance with the special features of the professional relationship each of the Contracting Parties has with the Data Subject. Each of the Parties declares and warrants that when implementing these General Terms & Conditions it shall fully comply with the provisions of the said Regulation and all other laws or decisions of the competent authority which are in force or may be in force in the future.
12. DISPUTES – CHOICE OF LAW: All offers, orders, contracts and these General Terms & Conditions shall be governed and interpreted in accordance with Greek law. The United Nations Convention on International Sale of Goods (the “Vienna Convention”) shall not apply to these General Terms & Conditions and to the sale of the Products. The competent courts of Athens shall be exclusively competent to resolve any dispute which may arise from these General Terms & Conditions and the sale of the Products. This shall be the sole and exclusive jurisdiction and place of adjudication of any rights and obligations hereunder.