GENERAL TERMS OF SALE OF GOODS AND PROVISION OF SERVICES
In these General Terms and Conditions, the following definitions are used, which have the following meanings:
a. "Supplier": "Th. Chalimas, a Limited Liability Company established and operating in accordance with Greek legislation, which is based in Greece (on Sarantaporou street no. 9 Cholargos Attica, 15561, tel: +30 210 6526392, e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
b. "Customer": A natural or legal person who wishes to conclude and/or has already concluded a contract with the Supplier or receives an Offer for this purpose.
c. "Offer": An offer by the Company to the Buyer for the sale and delivery of the Products and/or Services.
d. "Contract": Any contract and/or documents (including but not limited to the Offer or a proposal) regarding the sale of Products and/or Services by the Company and the delivery of Products and/or Services to the Buyer, any addition or modification of these General Terms and Conditions, as well as any other action (including but not limited to legal actions) carried out during the preparation and execution of the Agreement.
e. "Products": All goods sold or to be sold by the Company under these General Terms and Conditions and/or the Agreement. Standard products and special products will be referred to hereafter as "products".
f. "Services": All activities (in whatever form and however referred to) performed by the Company for the Buyer under a Contract.
g. "General Terms and Conditions": These general terms and conditions.
ARTICLE 1
PURPOSE:
1.1 The following General Terms of Sale of Goods and Provision of Services shall apply:
In all contracts for the sale of goods between the "Supplier") and each of its customers relating to goods manufactured and/or sold by the supplier in accordance with the supplier's specifications and technical descriptions (hereinafter the "standard products" )
In all manufacturing contracts between the supplier and the customer for the sale of goods manufactured in accordance with specifications provided by the customer to the supplier (hereinafter "the special products"), as well as
In providing any service.
1.2 The following general conditions replace and cancel all previous conditions. They can only be modified by the Supplier. The General Terms and Conditions apply to and form part of each Contract.
1.3 The General Terms and Conditions form the basis of commercial negotiations and apply to every request for and every negotiation regarding an Offer, order or Contract.
1.4 The placing of an order by the customer to the supplier indicates the unreserved acceptance of these terms.
1.5 In the event of a conflict between the General Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.
1.6 The general terms of sale of goods and provision of services cannot be modified by any wording in the customer's order form or more generally in its commercial documents, regardless of the date of their definition, unless the Supplier expressly accepts these new terms in writing .
1.7 The Customer should not interpret the fact that the Supplier does not apply any of the General Terms and Conditions at a given time as a waiver on its part of any subsequent application thereof.
ARTICLE 2
special offer
2.1 Except where the Supplier has expressly stated otherwise in writing, all Offers are subject to the General Terms and Conditions and/or the formation of a Contract and may be withdrawn/cancelled at any time.
2.2 Except where the Supplier has expressly stated otherwise in writing, the Offer shall in no event remain in force for more than thirty (30) days from its issue.
ARTICLE 3
ORDERS
3.1 The supplier's price lists, catalogues, technical notes, advertisements or promotional documents do not constitute an offer.
3.2 Any order/order (hereinafter "order") transmitted by the customer shall be considered binding - even if it is transmitted through the agents or representatives of the supplier - from the moment the Supplier accepts it in writing or issues an invoice or sends the products
3.3 The Customer may not amend or cancel a binding order/order for any reason, even if the Supplier has not yet communicated acceptance of the order/order to the customer. If the Supplier accepts the Customer's request to modify or cancel an order/mandate before it is placed into production (or before the services begin), the Supplier may invoice the Customer for all or part of the costs incurred has already taken on the design, purchasing of raw materials, etc. If the Customer's request to cancel the order reaches the Supplier while the order is in the stage of realization (i.e. in production), the Customer should receive the products that are in the stage of manufacture and pay the corresponding price. Accordingly, in the case of the provision of services, the Customer is obliged to pay the agreed price for the part of the services that has been provided and completed by the Supplier. In the event that most of the services have been provided, then the price for the entire services should be paid to the Supplier.
ARTICLE 4
INVOICING – PAYMENTS – INVOICING
4.1 The price for any order/mandate must be paid within 30 days of the invoice date, unless the parties agree otherwise.
4.2 The price of the products includes the cost of packaging. The products are delivered to the Supplier's warehouses, to the address stated in the acceptance of the order/order by the Supplier or, as the case may be, as stated on the invoice. All prices are before all taxes and do not include transport and insurance costs.
The price of the Standard Products is specified in the Supplier's price list. Prices of Standard Products are those in effect on the date of delivery. It is the Customer's responsibility to inquire about current prices from the Supplier before placing any order.
4.3 Payment is sent to the address shown on the invoice or, in the absence of any relevant agreement, to the official registered office of the Supplier. Any payment made after the due date, in accordance with these general conditions, or after the agreed date indicated on the invoice, if this is later, will be subject to late payment charges amounting to three (3) times the statutory interest rate set forth by the law. Overdue charges are calculated per day from the original due date.
4.4 The Supplier also has the right to request guarantees and/or the immediate payment of past debts - due invoices - and/or to suspend or cancel any pending orders or deliveries without reservation as to any resulting damages.
4.5 No discount is granted for early repayment.
ARTICLE 5
SHIPMENTS OF GOODS – TRANSPORTATION
5.1 Unless the Supplier states otherwise in its order acceptance or, where applicable, its invoice, all sales covered by these general conditions are made "from the supplier's factory/warehouse" (see 3.2 above). Therefore, the products will always be transported at the risk of the customer, even when it is carried prepaid.
5.2 If the Supplier ships the products at the request of the Customer, the Supplier is deemed to be acting for and on behalf of the customer solely and not as an agent of a transport company. Any information on shipping costs is provided for information purposes only and is not a guarantee. Any increase in transportation costs will be accepted by the Customer.
5.3 The Customer is responsible for maintaining, recovering, recycling or destroying the packaging of the products in accordance with all relevant laws and regulations.
ARTICLE 6
DELIVERIES
6.1 Unless the Supplier states otherwise in its order acceptance or, as the case may be, its invoice, all delivery times quoted shall be deemed to be estimates. The Customer may not cancel any order or impose additional costs for late delivery or claim any compensation from the Supplier for a late delivery. In keeping with the rules of reason and good faith, the Supplier will make every effort to comply with the agreed delivery date.
6.2 If the order requires several deliveries, each delivery will be considered as a separate contract. Any delay in the delivery of a shipment shall not constitute grounds for the cancellation of subsequent shipments.
6.3 The Customer undertakes to receive the items of an order/order on the dates stated in the order acceptance document or, as the case may be, in the invoice or notice issued by the Supplier. If the Customer fails to make the above receipt of an order/order, the Supplier shall have the right to dispose of the products as they see fit, regardless of any damages to the Customer.
ARTICLE 7
ACCEPTANCE OF DELIVERIES
7.1 The Customer is entitled to return the products it considers non-compliant only after the relevant written consent of the Supplier. In addition, the Supplier will accept the return of non-conforming products only if the following conditions are cumulatively met:
7.2 Without taking into account the measures that the Customer must take towards the transport contractor, any claim for visible defects or for the non-compliance of the products delivered with the Customer's order/order or with the shipping documents, must be submitted to the Supplier in writing within 8 days of the date of delivery. Deliveries are subject to the tolerances/variations that are common practice in such matters, regarding quantities (in the +/- 10% range), dimensions, colors, thicknesses and other quality characteristics of the products. After the aforementioned period of 8 days (see 4.4 above), the Customer is deemed to have accepted the products without reservation.
7.3 each returned product is accompanied by a written explanation of the exact reasons for the rejection of the product by the Customer
7.4 the products are returned in their full original packaging, which must be in good condition
7.5 the Customer has not modified or altered the products in any way.
7.6 The return of the products from the customer to the supplier is at the customer's expense.
7.7 Returned product identified by the Supplier as non-conforming will either be replaced or repaired at the supplier's discretion or the supplier will issue a credit note for it in accordance with the terms of 8.7 below.
7.8 The provisions of this section do not apply to products that have been the subject of a joint acceptance process at the Supplier's premises.
ARTICLE 8
SUPPLIER'S PRODUCTS - WARRANTIES
8.1 The Supplier's products are manufactured with great care, using the best methods available at the time they are manufactured. They are, however, subject to variations resulting from unforeseen causes, as defined in § 8.4, to variations in raw materials, as well as to variations resulting from their use by the Customer. The Customer is deemed to be aware of these differences.
8.2 STANDARD PRODUCTS: The Supplier undertakes only to supply the products which meet the specifications contained in its (Supplier's) technical specifications, subject to any tolerances/variations normally accepted in such matters (see § 7.1 above). The Supplier reserves the right to make changes to the standard products from time to time without any notice to the Customer. It is the Customer's responsibility to ask the Supplier about any possible changes to standard products before placing an order.
8.3 SPECIAL PRODUCTS: The Supplier undertakes only to supply the products which meet the specifications accepted by him (the supplier), in accordance with the drawings provided by the Customer, which are subject to the tolerances/variations normally accepted in such matters (see § 7.1 above) or subject to the tolerances/variations indicated in the specifications. In addition, the designs included in the Supplier's quotations are preliminary designs submitted for approval by the Customer. Such preliminary plans are not binding on the Supplier. The Supplier disclaims any liability arising from preliminary designs. Any technical assistance, oral or written opinions and drawings of any kind provided at Customer's request are provided or performed at Customer's risk and responsibility, and Supplier disclaims any liability in connection therewith.
8.4 Any random variations not related to the manufacturing conditions of the products and affecting the composition, behavior, performance or properties of the products are considered as an unforeseeable cause. Therefore, the Supplier hereby disclaims any related liability. As a general rule, the Supplier is not responsible for any risks affecting the components of the products, which are beyond the Supplier's control.
8.5 The specifications and performances presented in the Supplier's catalogs and technical notes apply only to normal use of the products, in terms of their application, installation and operation, which must be done in accordance with appropriate professional standards and practices. The Customer is solely responsible for ensuring that "standard products" and "special products" are used in the appropriate manner.
8.6 The Customer is solely responsible for ensuring that the products comply with the laws or regulations for the given use for which they are intended.
WARRANTY
8.7 Subject: The warranty provided by the Supplier for the products covers manufacturing defects. Pursuant to the warranty, the Supplier's obligations are limited to the repair or free replacement – at the sole discretion of the supplier – of any products or services found to be defective, to the exclusion of any other compensation. Any discrepancies, defects or defects in the products must be reported in writing by registered letter from the Customer to the Supplier within 8 days of receipt.
8.8 Duration: The warranty provided by the Supplier to the Customer in accordance with § 8.7 is limited to the following time frames:
The duration of the guarantee will be that provided in the corresponding catalog or in the corresponding technical marking.
In the absence of any specific provisions in a catalog or technical label, the Supplier shall be bound only by the warranty applicable under the terms of 6.1, regardless of any defects.
In no case beyond 12 months from the date of purchase of the product and regardless of whether it has been used or not.
After the expiration of the aforementioned warranty terms, the Supplier shall no longer be liable for any manufacturing defect.
8.9 Exclusions from warranty: Any damage caused to the products, property or persons is excluded from the warranty if it is due to normal wear and tear due to use of the products or to a cause beyond the Supplier's control, such as, but not limited to, damage caused by the Customer, improper storage, incorrect installation, insufficient maintenance, use not in accordance with the specifications of each product as specified in the labels, instructions for use, markings, specifications, etc.
ARTICLE 9
COPYRIGHT
9.1 Standard Products: Any models, drawings, calculations, prototypes, drafts and other documents prepared by the Supplier shall remain the property of the Supplier. The Supplier retains full ownership of these documents and the resulting rights, which may not be used, disclosed, reproduced or performed by the customer or any third party without prior written approval.
9.2 Special Products: The Customer retains ownership of any plans, models or technical information provided to the Supplier. The Supplier retains ownership of the composition and processes applied to the materials used to manufacture the products, as well as anything beyond the drawings, as they form part of the supplier's know-how.
9.3 The Supplier shall be entitled to invoice the Customer for the cost of any production, forming and finishing tools manufactured for the purpose of carrying out an order/mandate for Special Products. However, the Supplier retains ownership of these tools. Tools produced for product formatting shall become the property of the customer upon full payment of their price and subject to the Supplier's intellectual property rights.
ARTICLE 10
MAJOR VIOLENCE
10.1 The Supplier shall not be liable for any loss or damage arising as a result of late deliveries or total or partial failure to fulfill any order/order due to events beyond its control, such as the forced stoppage of all or part of the means of production, of general or partial strikes, including strikes affecting the Supplier or its suppliers, counter-strikes, wars, fire, transport disruptions or suspensions, supply problems (such as problems in accessing raw materials), and generally any events considered as "force majeure" by the jurisprudence of the Greek Courts.
10.2 The Supplier shall be released from its obligations in respect of any part of the contract with the Customer which has not yet been performed at the date on which a "force majeure" event occurs. The Supplier shall not be liable to pay any compensation, damages or expenses in respect of such a situation or in respect of its total or partial failure to perform its obligations under the contract as a result of a "force majeure" event.
ARTICLE 11
GOVERNING LAW – DISPUTE RESOLUTION
11.1 These general conditions, as well as any contracts between the supplier and the customer under these general conditions, are governed by Greek law.
11.2 If any dispute arises between the Customer and the Supplier, the courts of Athens are competent. If any dispute acquires an international dimension, due to the location where the contract is to be performed or for any other reason, the Supplier - if he is the claimant - has the right to bring the dispute either before the aforementioned courts, or before the competent courts in the official headquarters of the Customer, or at the place of execution of the order.
ARTICLE 12
RETENTION OF OWNERSHIP CLAUSE
12.1 The Supplier hereby retains ownership of the products delivered to the customer until full payment of the price, including the principal amount and any additional amount, taxes and interest (hereinafter "Price"). The Customer is responsible for safeguarding against the risks of loss or damage to the products, to which the aforementioned retention of title clause applies, as well as for any damage from delivery to the Customer, in accordance with the above general conditions. The Customer therefore undertakes the following: until the Price has been fully repaid, he will not encumber the products or use them as security in any other way. The Customer is obliged to keep the products identifiable at all times as the property of the Supplier and to issue the relevant insurance policies to a reputable insurance company to cover all risks affecting the products until the Price is fully repaid. If the Customer resells any products covered by this retention of title clause, any receivables from the Customer's sale of the products are automatically assigned to the Supplier. The assignment is considered binding on the purchaser of the products from the date on which the Supplier notifies the purchaser thereof. If the Supplier demands the products, it may draw up an inventory and/or demand any products that the Customer owns that have not yet been paid for. All products held in the Customer's inventory shall be deemed to correspond to the unpaid amount due to the Supplier. The Customer shall bear any legal and judicial costs arising in connection with the procedures provided for in this article.
ARTICLE 13
DATA PROTECTION
13.1 The Customer undertakes to inform its employees that their personal data will be collected and processed by the Supplier under these General Terms and Conditions. The personal data of these employees will be used by the Supplier for the purposes of managing orders, monitoring customer/prospect customer relationships and managing sales, service and promotions. The data included in this processing are mainly the name, surname, address and contact details of these individuals. This personal data will be retained throughout the term of the Agreement and archived in accordance with applicable laws and regulations.
13.2 Only legally authorized employees of the Supplier will have access to personal data. This data may be transferred to third parties only for the specific purpose of providing the services provided for in the Agreement. In accordance with the applicable legislation, the Client's employees have the right to access their personal data, correct it or request its deletion and object to its processing for reasons related to their personal situation or request the restriction of processing . They can exercise their rights by sending their request by email to This email address is being protected from spambots. You need JavaScript enabled to view it.. As the case may be, the Customer's employees also have the right to file a complaint regarding the use of their personal data by contacting the competent data protection authority.
ARTICLE 14
CONFIDENTIALITY
14.1 All information, material or not, that the Supplier provides to the Customer is strictly personal and confidential. Specific information includes information relating to the Products or Services, suppliers, customers, methods, technical information, inventions, products, trade information, trade and/or industrial secrets and includes formulas and technical drawings for the Products and production processes , features, processes, trade secrets, patents, inventions, discoveries, know-how and intellectual and/or industrial property rights, as well as information of the Customer's company and business and any other company within its group (hereinafter "Confidential Information" ). Confidential Information as above also includes personal data as defined by applicable data protection laws and regulations
14.2 The Customer may not publicly disclose or otherwise use the information provided by the Supplier in any way without the Supplier's consent and must return all information and media containing such data to the Supplier and destroy immediately at the latter's first request any copies thereof. The duration of this confidentiality obligation is unlimited.
14.3 The Customer shall take any and all necessary measures and precautions to avoid disclosure of information provided by the Supplier to a third party designated by the Customer and the Customer shall impose a duty of confidentiality on its personnel and involved third parties. Any violation of the terms of this article by an affiliate, management or personnel of the Customer will be considered a violation of a term or prohibition by the Customer itself.
14.4 The restrictions on the use and disclosure of information provided by the Supplier do not apply to information in respect of which the Customer can demonstrate that: (a) it is publicly known at the time of its disclosure, (b) it must to be provided as a result of a legal obligation or a court decision that has become final.
ARTICLE 15
DIFFERENCE
15.1 In the event that any of the present general conditions of sale of goods and provision of services is deemed invalid, the remaining conditions remain in force as if the invalid condition had not been included in them.
15.2 Any failure of the Supplier to exercise any of its rights can in no way be interpreted as a modification of this or as a waiver of said rights.
15.3 The Supplier may modify the General Terms and Conditions. The Customer will be deemed to have accepted any amendment to the General Terms and Conditions if he does not lodge a written objection within five (5) working days of notification of the amendments by the Supplier.
