Terms of sales

Geohellas Standard Terms & Conditions for Sale of Goods (VER.5 –01012026)                                                                                                            

I.          DEFINITIONS

In this context the following words shall have the following meanings:

  1. “Buyer” means the legal / fiscal entity who buys Goods and all persons who act on behalf of this entity.
  2. “Products” means the products manufactured or traded by the seller.
  3. Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
  4. “Seller” means GEOHELLAS S.A., 8A Pentelis str, 17564, Palaio Faliro, Greece.

II.          GENERAL

  1. These Terms and Conditions shall apply to all sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties.
  2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
  3. The Seller reserves the right to update these terms and conditions at any time by displaying amended terms and conditions on its website. Any such amendment shall be effective for orders received after the date the amendment was posted.

III.          ORDERING, PRICE, PAYMENT

  1. The Seller may from time to time issue a general price In the absence of such price list, prices of goods are stated in commercial offers / quotations.
  2. The Buyer may request a Quotation from the Seller setting out the price and quantity of the Goods to be If the Quotation is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe. If any instruction is received by the Seller from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
  3. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents. If no time is stated, then payment shall be due on delivery of any goods.
  4. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at an annual rate of 6-month Euribor + 5%.
  5. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to require payment in advance of delivery in relation to any Goods not previously delivered, and / or refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.
  6. Orders manufactured in whole or in part, pursuant to Buyer’s specifications, may not be cancelled except with Seller’s prior written consent, on terms which will compensate Seller for any resulting losses.

IV.          DESCRIPTION – SAMPLES

  1. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
  2. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

V.          DELIVERY

  1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
  2. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
  3. Buyer shall examine the Goods immediately following Unless notice of any loss or visible damage in transit, deviations in quantity, incorrect deliveries or any other visible defects is given by Buyer and received by Seller within fourteen (14) days after delivery, Seller shall be relieved and discharged from all and any liability in respect thereof. Seller may deliver against an order in excess or deficiency (of up to 10% of weight or volume) of Goods ordered. Buyer will be invoiced and charged for the actual quantity delivered.
  4. Delivery dates noted on the Approval of Order are subject to reasonable The acceptance of shipment by a common carrier or by any licensed public truckman shall constitute proper delivery. Risk associated with the Goods shall pass to Buyer on delivery or with the passing of title in the Goods, whichever occurs first; provided however, that where delivery is delayed due to circumstances caused by or within the responsibility of Buyer, risk of loss shall pass to Buyer upon Seller’s notification that Goods are ready for dispatch. Unless otherwise specified in writing in the Purchase Order or Contract, all charges, expenses or taxes associated with the delivery shall be paid by the Buyer.
  5. Each delivery of Goods shall be considered a separate contract and the failure of any delivery shall not vitiate any contract as to deliveries of other Goods and payment thereof.
  6. All Goods shall be handled, transported, stored, processed, labelled or used by Buyer in accordance with any applicable laws and all requirements set out on the safety data sheet. Buyer is solely liable and responsible for complying with any applicable regulation, including obtaining all required licenses and approvals, for the storage and transportation of the Goods. Buyer shall indemnify Seller upon demand for any and all loss, damages or injury to person or property and all actions, suits, claims, demands, charges or expenses suffered by Seller for any failure by Buyer to comply with this clause.

VI.          TITLE AND RISK

  1. Risk in the Goods shall pass to Buyer on delivery.
  2. Title to the Goods shall not pass to Buyer until Seller has received payment in full of all sums which are due from Buyer for the sales of the Goods or until the Buyer has provided the Seller with sufficient financial guarantee for the outstanding So long as the title of the Goods remains with the Seller, if Buyer is in default of any of the obligations under these Conditions or is insolvent, Seller shall have the right, with or without prior notice to Buyer, to retake possession of the Goods (and for such purpose, to enter into any premises occupied by Buyer).
  3. Where Buyer re-sells the Goods before title of the Goods has vested in Buyer, Seller shall be entitled to the proceeds of sale (including any right to, or to claim, such proceeds) and Buyer shall hold such proceeds of sale on trust for Seller, unless another form of guarantee for the full payment has been agreed.

VII.          DEFAULT

Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach or anticipated breach by                 Buyer of any Contract with Seller, or if Buyer shall either

  • become insolvent,
  • call a meeting of its creditors, or
  • make any assignment for the benefit of creditors, or if
  • a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer,

then, in each such occasion, Seller may, at its sole discretion, opt to

  • cancel this and any other Contract with Buyer (without waiving any of Seller’s rights to pursue any remedy against Buyer);
  • claim return of any Goods in the possession of Buyer, the title of which has not passed to Buyer, and enter Buyer’s premises (or the premises of any associated company or agent where such Goods are located), without liability for trespass or any alleged damage, to retake possession of such Goods.
  • defer any shipment hereunder;
  • declare forthwith due and payable all outstanding bills of Buyer under this or any Contract; and/or
  • sell all or part of the undelivered Goods, without notice at public and/or on private sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to Seller for any shortfall in the discharge of the amounts due to Seller.

VIII.          CLAIMS LIABILITY AND WARRANTY

  1. The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specifications stated in the Seller’s official literature on the Goods current at the relevant time and unless otherwise agreed, the quality of the Goods shall be exclusively determined by the Seller’s product specifications. Seller warrants that Goods sold hereunder meet their descriptions and the specifications agreed, subject to use, storage and application thereof in accordance with and based on Seller’s standard tolerances, instructions of use and recommendations.
  2. Seller warrants that he will repair or make good any visually obvious defects in the goods, if written notice of the claim is received by the Company within 14 days from the date the goods were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by the Company, or if the defective goods have been modified or incorrectly stored or If the Company elects to repair or replace any defective goods, such work shall be undertaken at such place as the Company may reasonably specify.
  3. Without prejudice to the Warranties mentioned above in par VIII.1, unless Seller shall within 14 days after delivery of the Goods, receive from Buyer written notice of any matter or thing by reason whereof it is alleged that upon visual inspection Goods are not in accordance with the Contract, Goods delivered shall be deemed to have been supplied, delivered and accepted in all respects in full conformity with the Contract.
  4. Unless otherwise specifically restricted by mandatory applicable law, and without prejudice to the Warranties mentioned above in par 1, seller’s liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either
    • the replacement of the Goods or the supply of equivalent goods
    • the repair, or payment of the cost of repair, of the Goods; or
    • credit in an amount equal to the purchase price specified in Seller’s pertinent invoice, or in an amount of equivalent goods, all at Seller’s sole option.
  5. Buyer acknowledges that the remedy available to him as specified herein, is in lieu of any remedies that may be otherwise available to him, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of Goods, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary.
  6. Unless otherwise restricted by mandatory applicable law, and without prejudice to the Warranties mentioned in Par. VIII.1 above,
    • THE WARRANTY SET FORTH HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR USE AND FOR PURPOSE.
    • BUYER EXPRESSLY AGREES THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY BUYER AND/OR BY ANYONE ACTING ON BUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROM BUYER, NOR THAT WILL ANY SUCH WARRANTY BE VALID.
    • SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, USE OR HANDLING OF ANY AND ALL GOODS SPECIFIED OR CONTEMPLATED BY THIS CONTRACT.
    • NO WARRANTY IS MADE WITH RESPECT TO ANY OF THESE GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER MAINTENANCE, ABUSE OR MISUSE.

IX.          RETURN OF UNUSED GOODS

    1. All goods are sold on a firm sale basis, e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed in writing, in which case the following terms apply.
    2. Any returns must be authorised by a representative of the Seller before any credit will be given.
    3. Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any goods that are damaged in any The Seller will only accept returns that appear in the Sellers current Publication List.
    4. Credit for amounts due or paid in will only be given for goods that are in saleable condition.

X.         INTELLECTUAL PROPERTY RIGHTS

  1. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement 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.

XI.      CONFIDENTIALITY

  1. Except as required by law or with Seller’s written consent, Buyer shall maintain in strict confidence, and shall not disclose to any third party, any and all confidential information disclosed to it by Seller pursuant to these Conditions. If Buyer is required by any law to disclose any or all of Seller’s confidential information, Buyer must immediately notify Seller of such disclosure requirements.

XII.     DATA PROTECTION

  1. Data Protection Laws means any applicable law relating the processing, privacy and use of personal data.
  2. To the extent the Buyer receives or otherwise obtains or has access to personal data pursuant to or in the performance of the Contract, the Buyer shall comply with obligations under Data Protection Laws in respect of its processing of personal data;
  3. Buyer will not acquire ownership of or rights in the personal data and any retention right to the personal data is excluded.
  4. Upon termination of the Contract, the Buyer shall erase all the personal data (including copies), in accordance with applicable laws.

XIII.       FORCE MAJEURE

  1. The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

XIV.    ASSIGNMENT AND SUB-CONTRACTING

  1. The contract between the Buyer and 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.

XV.      WAIVER

  1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

XVI.     SEVERABILITY

  1. If any term or provision of these Terms and 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 Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

XVII.     GOVERNING LAW AND JURISDICTION

  1. This Contract shall be governed by and construed in accordance with the laws of the country of Seller’s Any dispute arising out of or in connection with this Contract shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (“ICC”), as shall be in effect from time to time. The arbitration shall be held at a location mutually agreed. The arbitrator shall be mutually appointed by Seller and Buyer within 21 (twenty one) days following a written demand for arbitration by either of the parties. Failing to reach an agreement regarding the place of arbitration or the nomination of an arbitrator, the head of the relevant ICC national committee located in the Seller’s country of incorporation, shall appoint an arbitrator at the request of any of the parties, a copy of which request for the appointment of an arbitrator shall be provided by the requesting party to the other party. The arbitrator’s fees shall be paid by both parties in equal parts unless otherwise determined by the arbitrator. This provision shall survive any termination of any of the terms and conditions herein, and shall be deemed to constitute an independent arbitration agreement between Buyer and Seller for all purposes and intents.