These General Terms and Conditions of Sale (“Terms”) shall apply to and govern every contract for the sale of goods entered into by A.S. MERCOURIS & CO. G.P., a company engaged in the representation and distribution in Greece and abroad of specialty chemical products and other related products and formulations manufactured by foreign companies (hereinafter referred to as the “Seller”), and any third party purchasers (hereinafter referred to as the “Buyers”).
These Terms shall apply to all quotations, orders, sales, deliveries and invoices issued by the Seller unless otherwise expressly agreed in writing between the parties.
Any general or special terms and conditions of the Buyer are expressly excluded and shall not be binding upon the Seller unless expressly accepted by the Seller in writing.
Any subsequent agreement between the Seller and the Buyer shall prevail over any prior agreement to the extent of any inconsistency.
The submission of a purchase order by the Buyer to the Seller shall be deemed to constitute the Buyer’s unconditional acceptance of these Terms.
Acceptance of any order shall only become effective upon written confirmation by the Seller.
The Seller reserves the right to require an advance payment from the Buyer prior to accepting any order.
Cancellation of an order that has already been accepted by the Seller shall only be effective if made in writing. However, the Seller reserves the right, at its sole discretion, to refuse such cancellation. The Buyer may be charged for any costs and expenses incurred as a result of such cancellation.
Products that have been delivered may not be returned or exchanged without the Seller’s prior written approval.
Returns shall be accepted only if:
(a) the Buyer notifies the Seller in writing within fourteen (14) days from receipt of the Products;
(b) the Products have not been opened, used, altered or otherwise affected; and
(c) the return has been expressly approved by the Seller in writing.
Returns shall also be accepted in cases of proven defects in the Products or incorrect delivery attributable to the Seller.
No returns shall be accepted where the Products have been specially ordered from an overseas supplier for a specific customer.
The Seller shall use reasonable commercial efforts to comply with agreed delivery dates specified in the orders between the Seller and the Buyer. However, the Seller shall not be liable for any failure or inability to meet such delivery dates.
The Seller reserves the right to make partial deliveries or deliveries in advance of the agreed delivery date and to invoice the Buyer accordingly.
The Seller shall not be liable for any delay in performance or failure to perform its obligations due to events of force majeure, including, without limitation, natural disasters, fire, flood, war, strikes, governmental restrictions, supply chain disruptions, shortages of raw materials, transportation delays, supplier failures, or any other event beyond the Seller’s reasonable control.
The Buyer may not amend, cancel or otherwise modify any order after it has been processed without the Seller’s prior written consent.
Any such cancellation, amendment or modification shall be subject to such additional terms and conditions as the Seller may impose at the relevant time, including reimbursement of any costs, expenses and losses incurred by the Seller as a result thereof.
Products shall be invoiced at the prices applicable on the date they are dispatched for transportation in accordance with the Seller’s then-current price list.
The Seller reserves the right to adjust prices up to the delivery date in the event of increases in the cost of raw materials, transportation, insurance premiums, foreign exchange rates, customs duties, taxes or any other charges affecting the procurement cost of the Products.
All transportation costs and any ancillary charges, including taxes, duties, levies and similar expenses, shall be borne by the Buyer.
The Seller reserves the right to correct any typographical error, clerical error or miscalculation appearing in any invoice issued to the Buyer.
Unless otherwise agreed in writing, the Seller’s payment terms shall be thirty (30) days from the invoice date.
Failure by the Buyer to comply with the Seller’s payment terms shall constitute default without the need for any further notice or demand. Upon expiration of the thirty (30)-day payment period, any outstanding amount shall accrue statutory default interest at the applicable legal rate.
In the event that the Buyer fails to comply with the agreed payment terms, the Seller may, at its sole discretion, either:
(a) require immediate payment of all outstanding amounts, whether due or not yet due; or
(b) cancel all pending orders and refuse any further deliveries unless payment in cash or adequate security is provided.
The Seller expressly reserves the right to terminate any agreement governing the sale of goods in the event of the Buyer’s failure to pay the purchase price.
The Buyer shall be liable for all judicial and extrajudicial costs, debt collection expenses, legal fees and attorneys’ fees incurred by the Seller in connection with the late payment or non-payment of any amounts due.
The Seller reserves the right at any time to suspend, reduce, withdraw or revoke any credit limit or credit terms granted to the Buyer.
Title to the Products delivered shall remain vested in the Seller until full payment of all relevant invoices has been received.
Ownership of the Products shall pass to the Buyer only upon full payment thereof. Until such time, the Buyer shall bear all risks of loss, damage or destruction relating to the Products from the moment of delivery and shall maintain adequate insurance coverage in respect thereof.
The Buyer may resell the Products solely in the ordinary course of its business and provided that it is not in default of any payment obligation owed to the Seller.
The sale of any Product shall not confer upon the Buyer any right, title, licence or interest under any patent, trademark, copyright or other intellectual property right relating to such Product.
Any warranties, specifications, technical data or representations provided by the Seller’s suppliers in relation to the specialty chemical products and formulations sold by the Seller shall be binding solely upon such suppliers and shall not constitute warranties or representations of A.S. MERCOURIS & CO. G.P.
In the event that any Product delivered is defective or fails to conform to any expressly agreed specification, the Seller shall, within a reasonable period and at its sole discretion, either:
(a) remedy the defect;
(b) replace the Product, where reasonably possible; or
(c) issue a credit note to the Buyer for an amount equal to the value of the defective Product.
No liability shall arise in respect of claims resulting from:
negligence of the Buyer or any third party during transportation, handling, storage or use of the Product;
contamination, alteration, deterioration or misuse of the Product;
any specification, formulation or modification requested by the Buyer;
the Buyer’s failure to comply with applicable health and safety instructions and industry standards relating to the use of the Product;
the Buyer’s failure to comply with applicable laws and regulations.
The Buyer shall carefully review and fully comply with the applicable Safety Data Sheets (SDS), Technical Data Sheets (TDS), instructions regarding use, storage and transportation, and any other documentation relating to the Products.
The Buyer shall be solely responsible for determining and verifying the suitability of the Products for its intended use, application, manufacturing process or purpose.
Any technical advice, recommendations or information provided by the Seller are given in good faith and are based upon information received from the suppliers of the Products. Such advice is provided without warranty of any kind and shall not constitute any guarantee as to performance, results or fitness for a particular purpose.
The Seller shall not be liable for any deterioration, degradation or unsuitability of the Products resulting from improper storage, handling, temperature conditions, humidity, mixing, processing or use after the expiry date or recommended shelf life.
The Buyer shall comply with all applicable laws and regulations governing the use, storage, transportation, disposal and handling of chemical products, including, without limitation, the REACH and CLP Regulations and all applicable occupational health and safety legislation.
Any claim brought by the Buyer, whether relating to delivered or undelivered Products, shall in no event exceed the purchase price of the Products giving rise to such claim.
Under no circumstances shall the Seller be liable for any indirect, incidental, consequential, special or punitive damages, including without limitation loss of profits, loss of business, loss of production, loss of goodwill or any other economic loss suffered by the Buyer.
The Buyer shall inspect the Products immediately upon receipt and shall notify the Seller in writing of any apparent defects within fourteen (14) days of delivery.
In the case of latent defects, the Buyer shall notify the Seller in writing immediately upon discovery thereof and in any event no later than six (6) months from the date of delivery.
Failure by the Buyer to inspect the Products and/or to notify the Seller of any defects within the above time limits shall constitute an irrevocable waiver of the Buyer’s rights and claims in relation thereto.
The Buyer shall comply with all applicable export control laws, trade restrictions, sanctions regulations and international trade compliance requirements.
The Buyer shall not sell, export, re-export, transfer, supply or otherwise make available any Products in violation of any applicable national or international sanctions, export control regulations or trade restrictions.
These Terms and any dispute, claim or matter arising out of or in connection with them shall be governed by and construed in accordance with the laws of Greece.
The courts of Athens, Greece, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, unless otherwise agreed in writing by the parties.
Should any provision of these Terms be held to be invalid, illegal or unenforceable for any reason whatsoever, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions. The remaining provisions shall remain in full force and effect as though the invalid, illegal or unenforceable provision had never formed part of these Terms.
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