GENERAL TERMS AND CONDITIONS
FOR SALE OF GOODS OF MARIS POLYMERS SA
1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
1.2 "Conditions" means the terms and conditions of sale set out in this document and any special terms and/or conditions agreed in writing by the Seller;
1.3 "Goods" means the articles which the Buyer agrees to buy from the Seller;
1.4 "Intellectual Property Rights" means all patents, copyright, trade marks, trade names, service marks, any other symbols, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 "Laws and Standards" means any law, statute, ordinance, decree, regulation, rule, code, legislative measure or standard;
1.6 "Party" means each of the Buyer or the Seller and together "Parties";
1.7 "Pro-forma Invoice" means the confirmation issued by the Seller to the Buyer following receipt of the Buyer’s order, setting out the terms under which the relevant shipment of Goods is to be sold and delivered to the Buyer;
1.8 "Seller" means Maris Polymers SA of Industrial Area of Inofita, 32011 Inofita, Viotia, Greece;
1.9 "Taxes" means any applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Goods or the delivery thereof;
1.10 "Technical Data" means the technical specifications with regard to the Goods as stated in the Seller’s data sheets applicable and valid at the time of delivery of the Goods, such data sheets being provided by the Seller only as indication in respect of the relevant Goods and by no means shall they be deemed to amount to specifications;
1.11 "Use" means use, processing, handling, sale, transportation and/or storage.
2 GENERAL
2.1 These Conditions shall apply to all contracts and similar dealings for the sale of Goods by the Seller to the to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiations, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Even if the Buyer uses its own form of purchase order and the Seller uses its own forms for the purpose of acknowledging the orders, any standard conditions therein, save for those contained in the Seller’s Pro-forma Invoice, are deemed to have been waived and shall have no effect with respect to the supply and delivery of the Goods.
2.3 Neither the Seller’s commencement of performance nor the Seller’s delivery of the Goods nor its failure to object to terms and conditions set by the Buyer shall be construed as an acceptance of any terms and conditions of the Buyer.
2.4 Any communication or conduct of the Buyer which confirms an agreement for the delivery of Goods by Seller, as well as acceptance by the Buyer of any delivery of Goods from Seller shall amount to an unqualified acceptance by the Buyer of these Conditions.
2.5. The Seller shall be entitled to update and/or amend these Conditions regularly and by and as of the moment of notifying the Buyer of such update or amendment or by sending the Buyer the updated or amended Conditions, these revised Conditions shall apply to all dealings between the Seller and the Buyer.
3 QUOTATIONS, ORDERS AND PRO-FORMA INVOICES
3.1 Quotations, made by the Seller are not binding upon the Seller but merely constitute an invitation to the Buyer to place an order, and are revocable and subject to change without notice. Orders placed by the Buyer are not binding upon the Seller. Pro-Forma Invoices amount to offers to the Buyer in respect of the relevant shipment of Goods. Pro-Forma Invoices shall be deemed to be accepted by the Buyer after the lapse of seven (7) days from the date of despatch of a facsimile copy of such Pro-Forma Invoices by the Seller to the Buyer unless the Buyer advises the Seller within the same time period that the Buyer does not accept the terms of the relevant Pro-forma Invoice. The Seller shall be entitled to refuse to process an order without indicating the reasons for doing so.
3.2 Where a sample of the Goods is supplied to the Buyer or a description is given in respect of the Goods, the Parties accept that such a sample is so supplied and that such a description is provided solely for information and identification purposes and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability, suitability or fitness for any purpose and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.
3.3 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.
4 PRICE AND PAYMENT
4.1 The prices and currencies of the Goods are as set out in the Seller's Pro-forma Invoice relating to the relevant shipment of Goods.
4.2 Unless the prices have been indicated as fixed by the Seller in the Seller’s Pro-forma Invoice, the Seller is entitled to increase the price of the Goods still to be delivered, if factors affecting the cost of production and sale of the Goods have been subject to an increase. Such factors include, but are not limited to, raw materials, energy, products obtained by the Seller from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. The Seller shall notify the Buyer of such increase as soon as practicable.
4.3 Payment of the price and any other applicable costs shall be made in accordance with the terms of the Pro-Forma Invoice in respect of the relevant shipment of Goods. All payments shall be made without any deduction on account of any Taxes.
4.4 Any complaints in respect of an invoice issued with regard to a particular shipment of Goods in accordance with the relevant Pro-Forma Invoice must be notified to the Seller in writing within seven (7) days after the date of receipt of the relevant invoice by the Buyer. Thereafter the Buyer shall be deemed to have approved the relevant invoice.
4.5 If payment of the price or any part thereof is not made by the due date, then without prejudice to any of the Seller’s other rights, the Seller shall be entitled to: 4.5.1 require payment in advance of delivery in relation to any Goods not previously delivered;
4.5.2 refuse to make delivery of, suspend or cancel deliveries of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
4.5.3 treat any such failure as refusal by the Buyer to perform any further under the contract;
4.5.4 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit;
4.5.5 terminate the contract.
4.6 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day in accordance with paragraph 4.3 above until the date of payment at a rate of six (6) per centum per annum. All costs and expenses incurred by the Seller with respect to collection of overdue payments (including, without limitation, reasonable attorney’s and expert fees, court costs and other litigation expenses) shall be for the Buyer's account.
4.7 Any payment by the Buyer shall be applied in satisfaction or reduction first of judicial and extrajudicial costs incurred; secondly of the interest owed by it; thirdly of the outstanding amounts invoiced in reverse order of maturity, irrespective of contrary advice from the Buyer.
5 DELIVERY AND ACCEPTANCE
5.1 Unless otherwise agreed in writing, delivery of the Goods shall be made at the address required by the Buyer and on the approximate date specified by the Seller in the relevant Pro-Forma Invoice in accordance with the terms specified therein, such terms having the meaning assigned to them in INCOTERMS 2000 published by the International Chamber of Commerce.
5.2 Delivery by the Seller within a reasonable period prior to or after such date shall amount to compliance with these Conditions. Time for delivery shall not be of the essence of the contract.
5.3 Delay in delivery of any Goods shall not relieve the Buyer of its obligation to accept deliver thereof.
6 CANCELLATION
6.1 The Buyer's wrongful non-acceptance or rejection of the Goods or cancellation or repudiation of the Seller’s Pro-forma Invoice shall entitle the Seller to recover, in addition to any other damages caused by such action:
6.1.1 in the case of Goods which reasonably cannot be resold by the Seller to a third party, the price of such Goods; or
6.1.2 in the case of Goods which can be resold by the Seller, damages equal to fifty (50) per centum of the price for the Goods as liquidated damages.
6.2 The Seller may cancel this contract at any time before the Goods are delivered by giving prior written notice and the Seller shall not be liable for any loss or damage whatever arising from such cancellation.
7 INSPECTING -CHECKING CONFORMITY OF GOODS TO TECHNICAL DATA
7.1 On delivery and during the Use of the Goods, the Buyer shall examine the Goods and satisfy itself that the Goods delivered meet all contractual stipulations. 7.2 The Buyer must notify the Seller of such damage within two (2) days of receipt of the Goods delivery by providing the Seller proof of claim in the form of, inter alia, photos and CMR comments.
7.3 Complaints about the Goods shall be made in writing and must reach Seller not later than seven (7) days from the date of delivery in respect of any defect (other that due to transportation) or shortage, subject to paragraphs 7.2 and 7.3 above, which would be apparent from a reasonable inspection on delivery, and seven (7) days from the date on which any other claim was or ought to have been apparent, but in no event later than thirty (30) days from the date of delivery of the Goods. Any Use of the Goods by the Buyer shall be deemed to be an unconditional acceptance of the Goods by the Buyer and a waiver of all claims in respect thereof.
7.4 Defects or defaults in parts of the Goods stated in the Seller’s Pro-forma Invoice do not entitle the Buyer to reject the entire delivery of the Goods. Complaints, if any, do not affect the Buyer’s obligation to pay. Upon receipt of a notice of defect, the Seller is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect has been totally rectified.
7.5 The Seller may from time to time make changes in the Technical Data of the Goods as may be required.
8 TRANSFER OF RISK
The risk of loss and damage to the Goods shall be transferred to the Buyer upon delivery.
9 TRANSFER OF PROPERTY
9.1. Title in the Goods shall not pass to the Buyer unless and until the Seller has been paid in full for the Goods, including all secondary costs such as interest accrued, expenses, disbursements, charges.
9.2 In the event of termination of these Conditions, the Seller shall, without prejudice to any other rights of Seller, be entitled to require immediate re-delivery of the Goods for which it may invoke retention of title.
9.3 As long as title to the Goods remains with Seller pursuant to this paragraph 9, the Buyer is entitled to use the Goods solely to the extent required in its ordinary course of business, and, to the extent possible, shall:
9.3.1 keep the Goods separate and in a clearly identifiable manner;
9.3.2 notify the Seller immediately of any claims by third parties which may affect the Goods; and
9.3.3 adequately insure the Goods.
10 INSURANCE
10.1 Unless otherwise agreed in writing and notwithstanding the INCOTERMS applicable to a relevant shipment of Goods, the Seller shall procure and maintain insurance, covering such risks which insurance policy shall specify, to the minimum level, subject to the possibility for the Buyer to require the Seller to require additional insurance cover, for and on behalf of the Buyer and shall be entitled to claim directly from the insurer.
10.2 The Buyer shall pay for the premium payable in respect of the insurance cover obtained for and on its behalf by the Seller under paragraph 10.1 above, and hereby agrees that the Seller shall be entitled to claim directly on and for its behalf, if applicable, in the case of loss of or damage to the Goods.
11 LIMITED WARRANTY
11.1 Where the Goods have been manufactured by the seller, the seller solely warrants that the goods shall conform to the basic points of the technical data for the duration of nine (9) months from the date of production of the relevant goods
11.2 If and to the extend the goods fail to meet such limited warranty, as shall be determined in accordance with the provisions of paragraph 7 of these conditions, the seller may at its own option within a reasonable time either replace the goods at no charge to the buyer, other than for transportation costs, or issue a credit note for any such goods in the amount of the original invoice price. The seller’s obligation shall be limited solely to the replacement of the goods or for credit of the goods in the event that such price has already been paid.
11.3 However, the Seller’s obligation to replace or credit shall be contingent upon receipt by the Seller of timely notice of any alleged non-conformance of Goods and, if applicable, the return of the Goods, in accordance with paragraph 7 of these Conditions. The foregoing limited warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose, or absence of infringement of any claim in any intellectual property right covering the Goods.
11.4 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
11.5 Except as set forth above, the seller makes no warranty or representation of any kind, written or oral, (including no warranty of merchantability or fitness for any particular purpose with respect to the goods.
12 LIMITATION OF LIABILITY
12.1 Where any Court determines that any part of Clause 11 above and this clause 12, is, for whatever reason, unenforceable, the seller shall be liable for loss or damage suffered by the buyer but in an amount not exceeding the relevant contract price.
12.2 In no event shall the Seller be liable to the Buyer or any other organisation or person for any kind of special, incidental, indirect or consequential damage and/or loss and/or expense, including but not limited to the Buyer’s loss of material, sales or profits, increased expenses of operation, loss of use of property or downtime, loss of goodwill, production failure or otherwise.
12.3 The technical advice and application instructions for the Use of the Goods, whether verbal, written or in tests provided by the Seller to the Buyer is deemed to be provided in good faith and to reflect the current level of technological knowledge and experience in respect of the Goods. Details and information provided with regard to the Use of the Goods shall not be binding and the Seller does not assume any liability based on such consultations. The Buyer shall indemnify and hold the Seller harmless from and against any and all damage, losses, costs, expenses, claims, demands and liabilities arising out of or in connection with the Goods, the Buyer's Use thereof and/or the Buyer's use or application of any information disclosed or provided by or on behalf of Seller.
12.4 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 The Technical Data of the Goods and all Intellectual Property Rights produced from or arising as a result of the manufacture and sale of the Goods shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
14.1 Neither Party shall be liable for damage, loss, cost or expense arising out of or in connection with any delay or failure to perform any of its obligations towards the other Party caused by any circumstance outside its reasonable control, including but not limited to act of God, acts, injunctions or restraints of any government, government regulations, laws, statutes, ordinances, regulations, legislative measures, acts of governments or other administrative measures, orders or decrees of any court, lock out, slow down, labour disturbances, accident, riot, war, embargo, act of terrorism, rebellion, sabotage, epidemic, earthquake, flood, fire, explosion, lightning, lack or failure of transportation facilities, failure of power or of natural sources of supply, strike, similar official labour dispute or other labour circumstances, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply or from suppliers or subcontractors, or any other cause whatsoever whether similar or dissimilar to the foregoing.
14.2 Upon the occurrence of any event of force majeure, set out in paragraph 14.1 above, the Party suffering thereby shall promptly inform the other Party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under the Seller's Pro-forma Invoice. In the event of any delay, the obligation to deliver shall be suspended for a period equal to the time loss by reason of force majeure. However, should a force majeure event continue or be expected to continue for a period extending to more than sixty (60) days after the agreed delivery date, either Party is entitled to cancel the affected part of Seller’s Pro-forma Invoice without any liability to the other Party.
15 MODIFICATIONS AND INFORMATION -INDEMNITY
15.1 Unless the Technical Data have been agreed to be fixed for a certain period or quantity of the Goods, the Seller reserves the right to change or modify the Technical Data, construction and/or manufacture of the Goods and to substitute materials used in the production and/or manufacture of Goods from time to time without prior written notice. The Buyer acknowledges that data in the Seller’s catalogues, technical data sheets and other descriptive publications distributed or published on its website by the Seller, may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of the Seller in relation to the Technical Data, the Goods and the Use thereof shall be furnished for the information of the Buyer only.
15.2 The Buyer must utilise and solely rely on its own expertise, know-how and judgement in relation to the Goods and the Use thereof.
16 COMPLIANCE WITH LAWS AND STANDARDS
The Seller makes no promise or representation that the Goods shall conform to any Law and Standards.
17 RELATIONSHIP OF PARTIES
Nothing contained in these Conditions shall be construed as establishing or implying any partnership, joint venture and/or agency.
18 SUSPENSION AND TERMINATION
18.1 If (i) the Buyer is in default of performance of its obligations towards Seller, or (ii) the Seller has reasonable doubts with respect to the Buyer's performance of its obligations to the Seller, or (iii) if the Buyer becomes insolvent or unable to pay its debts, or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation) or any bankruptcy proceeding shall be instituted by or against the Buyer or if a receiver or administrator is appointed for all or a substantial part of the assets of the Buyer then, without prejudice to any other rights of the Seller, the Seller may by notice in writing forthwith
18.1.1 demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose the Buyer hereby grants an irrevocable right and licence to the Seller to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of the Buyer; and/or
18.1.2 suspend its performance or terminate the Seller’s Pro-forma Invoice for outstanding delivery of Goods unless the Buyer makes such payment for Goods on a cash in advance basis or provides adequate assurance of such payment for the Goods to the Buyer; without any intervention of courts being required and without liability for Seller of whatsoever kind arising out of or in connection with such suspension or termination.
18.2 In any such event of (i) and/or (ii) and/or (iii), all outstanding claims of the Seller shall become due and payable instantly in proportion to the quantity of the Goods delivered to the Buyer and not re-possessed by the Seller.
19 NON-ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and the Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
20 SET-OFF AND COUNTERCLAIM
The Buyer may not withhold payment of any invoice or other amount due to the Seller by any reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
21 WAIVER
The failure by either Party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all the terms of these Conditions.
22 SEVERABILITY AND CONVERSION
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
23 CONFIDENTIALITY
The Buyer shall keep confidential and shall not disclose to any third-party any technical or commercial information which it has acquired from the Seller as a result of discussions, negotiations, correspondence and other communications between them relating to the Goods, and any contracts entered into between the Seller and the Buyer.
24 GOVERNING LAW AND JURISDICTION
24.1 The Parties' rights and obligations arising out of or in connection with the Pro-forma Invoice and/or these Conditions shall be governed by, construed, interpreted and enforced in accordance with the laws of Greece, without giving effect to the principles of conflict of law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
24.2 The Parties hereby submit to the exclusive jurisdiction of the courts of Athens without prejudice to the Seller’s right to submit the relevant case to the court which would have jurisdiction if this provision has not been incorporated in these Conditions, and the Parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to venue of those suits, actions or proceedings.
25 MISCELLANEOUS
The English text of these Conditions shall be the only authentic text.
NETVOLUTION