GENERAL CONDITIONS FOR THE SUPPLY OF PRODUCTS

General

All sales executed by ADM SA (hereinafter referred to as the SELLER) are governed by these GENERAL TERMS AND CONDITIONS OF SALE (hereinafter referred to as the GENERAL TERMS or TERMS), which form an integral part of each offer/proposal for cooperation/instruction to execute an order/contract of the SELLER (may also be referred to hereinafter as the Supply). The said General Conditions are posted on the official Site of the Seller and the respective Customer shall have full access to and knowledge of them. Consequently, in any case of acceptance by the Client of a relevant offer of the SELLER and, in general, the conclusion of a contract between them, the above General Conditions are an integral part of this contractual relationship and agreement between the SELLER and the Client. CLIENT.

The Supply of any equipment, spare part or system (hereinafter referred to as the Products) shall become effective only when these are in any way accepted in their entirety by the Buyer. The Buyer may take notice of the Terms either by sending them by any means and in any manner, or through the Seller’s website https://adm.net.gr

Acceptance of the Supply shall be presumed to indicate full knowledge and express acceptance of the General Conditions by the Buyer. Any modification of the present must be made in writing in order to be binding on the Seller and to produce legal effects. Any offer and/or proposal of cooperation by the SELLER shall be binding only when mutually accepted in writing and shall thereafter produce legal effects. These Conditions also apply to purchases made on the basis of a price list, where they are also referred to.

  1. Standardization & Subject of Supply
  • The scope of each Supply must be accurately defined (in terms of type, quantity and value) by the Buyer and requires express written acceptance by the Seller in order to be binding and produce legal effects, except in cases that have expired automatically and / or deleted by mutual agreement.
  • The Supply includes only Products as specified by type, quantity and value in the order, except in cases where specific documents, information, support or additional work are clearly included in the Buyer’s order. The weight, dimensions, volumes, technical specifications and part compositions of the Seller’s Products, included in catalogues, brochures and printed material, are indicative, informative and therefore non-binding, except in cases where a specific Product specification is clearly stated in the Buyer’s order.
  • Modifications and/or variations of the subject of the order are valid only if they are mutually accepted in writing. In the event of total and/or partial cancellation of the order by the BUYER for any reason whatsoever, which takes place within 15 calendar days prior to the agreed delivery time, the BUYER shall be liable for 15% of the value of the cancelled Products, which the BUYER considers reasonable and fair and any additional and, where applicable, more specific terms and conditions contained in the cancelled cooperation proposal/offer may apply. This clause applies only to Products included in the Seller’s price list found on the
  • Cancellation of an order for Products outside of the Seller’s upper price list, special order Products and specifications, is not accepted.
  1. Prices
  • The prices of each Supply are understood to be the net values, refer to the entire quantity of the Products and do not include:
  • VAT, any other tax or levy, which will then be charged on the tax documents in accordance with the applicable
  • special packaging beyond that provided by the manufacturer, transport, insurance, unless otherwise agreed in the order or in the contract.
  • After the written acceptance of the order by the Seller, the prices are considered final and are not subject to revision. Prices may be adjusted only in the following cases:
    • It has been agreed in writing between the BUYER and the SELLER.
    • Due to delay of the agreed delivery time of the Products due to the fault of the Buyer.
    • Due to a modification of the scope of the Supply, which has been accepted by the Vendor as described above
    • The sales prices are quoted in a currency other than Euro, and will be modified according to the exchange rate in force on the date of each (partial) delivery of Products.
  1. Terms of Payment – Sovereignty
  • All Supplies shall be made in accordance with and include these terms of payment unless otherwise mutually agreed in writing between the Seller and the Buyer. Payment of each invoice and amount due shall – unless otherwise agreed in writing – be made and evidenced only by deposit in a bank account of the Seller to the exclusion of any other means of proof, including that of the oath itself. The BUYER shall not be entitled to withhold part or all of the amount due to cover any discounts, costs, taxes, duties, expenses or any other amount either paid or claimed to be received.
  • In case of delayed payments or delayed receipt of the Products by the Buyer, the Seller is entitled to the following, either separately or cumulatively:
    • demand the payment of statutory default interest from the day after the due date of payment until full payment. The default interest shall be calculated on the basis of the relevant interest rate in force from time to time, as determined by the Bank of Greece. The payment of interest on arrears shall not release the BUYER from the obligation to repay the remaining amounts according to the agreed terms.
  • to interrupt the shipment of the goods of the supply or the performance of the works related to it, without the BUYER being entitled to claim any compensation for this reason.
  • To terminate the Supply permanently by seeking any amount due and damages from the Buyer and withholding any advance payment made as a fair and reasonable Penalty which has been forfeited to the Client.
  • The exercise of the above rights by the Seller does not give the Buyer the right to terminate or reduce any agreed payment.
  • Until full payment of the Products, they remain the property of the Seller, who retains all his legal rights under articles 383, 389 par. 2, 455, 458, 460, 461, 462, 470, 532 par. 1, 976, 977, 1034, 1035, 1094 and 1095 of the CC.
  1. Terms & Conditions Product Delivery Time
  • The Products are delivered in the manner and place agreed in writing. If no place of delivery is specified, it shall be deemed to be the Seller’s manufacturing plant and general production sites. It is expressly specified that the time of delivery shall follow the schedule and the consistency of the Buyer’s payments. Delay in the time of payment shall result in a proportional delay of the delivery of the Products, not excluding the exercise of the Seller’s other rights as provided for and regulated by the relevant national and European legislation.
  • The person receiving the Products on behalf of the Buyer must sign the legal documents of receipt. In any case, it is expressly understood and presumed that the person receiving the Products is a person legally authorised to do so on behalf of the Buyer and therefore the receipt is and shall be deemed to be valid. The place of issue and payment of the invoices is the Municipality of Acharnes, Attica, where the Seller’s registered office is located.
  • The delivery time of the Products may be modified only in the following cases:
    • The Purchaser fails to provide in time any documents required for the execution of the Supply
    • Buyer requires modifications to the Supply which, in Seller’s sole and uncontrolled discretion, require an extension of the delivery time.
    • The Buyer and/or its contractors did not timely complete the work required as a condition for delivery of the Products.
    • Through any fault of the BUYER and/or its contractors
    • The Buyer delays the agreed payment of the payments.
  • Due to delays in the production and/or supply of part or all of the Products for reasons beyond the Seller’s responsibility and control. Such reasons include, but are not limited to:
  1. a) fortuitous events, including but not limited to: transport and service strikes, delays in third party supplies, problems in the transport system, staff strikes, sabotage, unforeseen interruptions in the operation of the Seller’s facilities due to breakdowns, etc., b) reasons of force majeure and c) any kind of pandemic such as for example the recent Covid 19 pandemic/epidemic and any mutation thereof or other.
  • Any delays in the delivery time – as described above – on the one hand do not create any liability for the SELLER and on the other hand do not change the schedule of the BUYER’s payments.
  • In case of culpable (due to fraud or gross negligence) on the part of the Seller for delaying the delivery of the Products, the Buyer is entitled – if this has been previously agreed in writing – to receive as a penalty up to a maximum of 5% of the total amount of the delayed Supply. It is expressly stated that the agreed penalty clauses shall be the only compensation and redress to which the Purchaser shall be entitled to receive in cases of delay, waiving any other claim or demand for compensation for any loss or damage suffered by the Purchaser.
    • The risk of loss or damage to the Products is transferred to the Buyer from the point in time when the FAT tests have been successfully completed and the Products for sale are at the disposal of the Seller, regardless of whether the latter has taken physical delivery of the Products.
  1. Packaging – Transport of Products

Unless otherwise agreed in writing with the Buyer:

    • Any specialised packaging of the Products included in the Supply will constitute an additional charge on the sale price and its return is not acceptable.
    • In the event that the transport (including loading – unloading) is carried out by the Seller, this is done in the name and on behalf of the Buyer, who bears the relevant risk and the Seller is exempt from any liability arising from damage or damage to the Products.
  • In any case and for any reason of refusal by the Buyer either to receive the Products or to store them as already agreed, all costs that may arise from the above will be borne exclusively by the Buyer, who will also bear the risk of any damage or loss of the Products during storage.
  1. Inspection & Product Acceptance
  • Except in cases expressly described in the order, inspections and tests during production and final inspection prior to shipment of the Products are carried out by the Seller or the respective manufacturing plant. Any additional testing required by the BUYER shall be indicated in the order, the applicable standards shall be listed, and – if possible – the location of the tests shall be recorded. All additional testing shall be carried out with the express approval of the SELLER and shall be performed on behalf of and at the expense of the BUYER.
  • Upon successful completion of the FAT without any observation on the part of the BUYER, the SELLER shall not be liable for any “actual defects or lack of agreed properties“, unless it is proved beyond reasonable doubt that these were fraudulently concealed by the SELLER.
  • In any case, all statutory limitation periods begin from the receipt of the Products, as stated above (point of risk transfer).
  1. Return of Products – Claims – Cancellation of Order
  • Returns of Products are accepted only upon prior written agreement between the SELLER and the BUYER. Within 15 days from the date of receipt of the Products, the BUYER must inform the SELLER in writing of its intention to return the Products, to state fully justified reasons and if accepted in writing by the SELLER, then to determine the method of return. Any kind of returns and shipments

Products to the SELLER, are made only with prepaid by the BUYER transport by mail or transport company. For all returns of Products – excluding those made due to proven fraudulent conduct of the SELLER – the BUYER shall be liable (unless otherwise agreed) for 5% of the net value of the returned material, a percentage which the BUYER shall as reasonable and fair to pay to the SELLER as the cost of inspection and preparation of the Products.

  • No refunds will be accepted for Products that have been used, applied to other equipment or installations, or disassembled (where possible) by anyone other than the Seller, or used in any way. This excludes any defective Products. Similarly, no return of Products designed or manufactured (with special technical features or in very large quantities) specifically for a particular Supply will be accepted.
  1. Guarantees
  • The SELLER provides a warranty as legally provided otherwise agreed in writing for defects/damages or lack of agreed properties in Products that it has supplied, manufactured or assembled, which expires from the date of their delivery or transfer of risk to the BUYER as mentioned above.
  • Upon written agreement, repairs or replacements of defective Products may also be made at the Buyer’s premises. The repair or replacement of part of the Supply does not affect the commencement date of the warranty period in its entirety, as set forth above. The repaired or replaced Product, or portion thereof, shall be covered by a separate one (1) year warranty from the date of repair or replacement. It is clarified that this additional warranty applies solely to the Product or component or appendix thereof repaired or replaced.
  • Excluded from all warranties are the damages, losses, defects, alterations, deficiencies resulting from:
    • from normal use and normal wear and tear
    • inadequate maintenance or storage
    • incorrect, defective or negligent handling and use
    • use of inappropriate liquids and gases
    • incorrect flow or pressure
    • incorrect installation
    • variations in the quality of the power supply (voltage, frequency, disturbances)
  • modifications made without the approval of the SELLER
  • installation or modifications made without complying with the technical specifications of the Products and the Seller
  • repairs, interventions, replacements made by the BUYER or third parties
  • vandalism, force majeure and accidental events and in general any reason not attributable to the Seller
  • operation of the Products in an environment for which they are not designed to operate.
  • For reasons of force majeure.
  • The guarantee is automatically terminated without any further notice:
    • after the expiry of the agreed guarantee period
    • if the Products were commissioned or assembled from the outset by anyone other than the Seller and this was clearly specified in the order,
  • if in case of failure or any damaging event all necessary measures to limit the damage have not been taken by the Buyer.

In any case, the maximum limit of the Seller’s warranty liability may not exceed two (2) years from the performance and successful completion of the relevant factory tests (FAT).

As such, the Seller’s guarantee liability in each case concerns exclusively the Seller’s contracting party and cannot be transferred in any way, means or procedure by the Seller to any third party.

  1. Limitation of Seller’s Liability

The Vendor, including its agents, employees, contractors/subcontractors, suppliers or other persons for whom it is considered legally responsible or its employees in general, shall not be liable for any indirect and/or consequential damages (lost profits) and excluding cases of gross negligence and fraud, which may arise as a consequence of or from the Supply, such as, but not limited to:

  • Loss of income
  • Loss of profit
  • Loss of contracts
  • Loss of use
  • Loss of production
  • Cost of capital
  • Loss due to power failure
  • Costs of alternative forms of electricity generation
  • Other costs arising from business interruption

In any case, the total compensation obligation of the Seller arising from each order per product is limited to the net value of the product.

  1. Force Majeure – Random Events – Pandemics & Covid 19

The SELLER is not liable for non-fulfilment of its obligations due to force majeure or fortuitous events. Force majeure is considered to be any unprovoked and unforeseeable event of an exceptional nature, which was not expected and could not have been anticipated or prevented even with the exercise of extreme care and prudence. All incidents that are not due to fraud or negligence and are not force majeure but are fortuitous likewise do not create liability for the SELLER. Pandemics, such as for example COVID 19 or any mutation of this or any other virus and/or its Countermeasures constitute an Event of Force Majeure. The SELLER, its Subcontractors and the Personnel employed by the SELLER shall be required to comply fully with the instructions and recommendations of the EMEA and WHO. In case of suspension of work due to pandemic, the time of execution of the order/offer will be suspended accordingly. The financial inability of the parties shall not constitute grounds for force majeure. In the event of a force majeure or fortuitous event or pandemic, the Vendor shall be entitled to an equal extension of time for the fulfilment of its obligations.

  1. Activities at the Client’s Premises

In the event that the SELLER is invited to carry out work at the place of the CLIENT’s responsibility, the latter is obliged, bound and guarantees to ensure to the SELLER and its SUPPLIERS in general all the conditions of safe work and activity applicable under the legislation in force, to provide all possible information and information about them and their observance and, in general, to take care to prevent and avoid any potential danger to the SELLER and its employees.

  1. Personal Data
  • The SELLER and the BUYER acknowledge that protection of Personal Data is of great importance. If the Buyer is to transfer

Personal Data to the Seller, the Seller will comply with all applicable laws and regulations for the protection of Personal Data. The BUYER will comply with all applicable laws and regulations for the protection of Personal Data received from the SELLER in the context of each order/proposal and additional data processing and data protection agreements may be required. The additional data processing agreements will bind any subsidiaries, contractors, subcontractors, associates, staff of the BUYER.

  • The SELLER and the BUYER shall not acquire any rights to the information or data that may be disclosed or communicated to them by the other party during the conclusion or during the course of the agreement/order/offer, directly or indirectly, in the context of the execution of its subject matter or on the occasion thereof, including, but not limited to, data or data covered by professional or other confidential or sensitive material from the point of view of competition (hereinafter “Confidential Information”). Upon the termination or dissolution of the business relationship for any reason, SELLER and BUYER shall deliver to the other all Confidential Information in their possession.

(a) Without prejudice to the applicable Greek legislation, the SELLER and the BUYER shall:

  • maintain the confidentiality of the Confidential Information of the other party, to exercise discretion and at least the same diligence as they exercise in maintaining the confidentiality of their own Confidential Information, and not to disclose such Confidential Information to third parties, without the written consent of the other party, with the exception of their competent employees, officers, agents and assistants to whom they may disclose them only to the extent necessary for the proper performance of their contractual obligations.
  • to ensure that their employees, officers, employees and assistants are aware of the confidential or confidential nature of the Confidential Information of the other party and to ensure that they also strictly comply with the obligations herein, being liable for any breach by such persons.
  • not alter or remove any identifying marks or insignia, intellectual and/or industrial property or proprietary marks which identify the owner of the Confidential Information; and
  • promptly notify the other party in writing of incidents that come to their attention relating to the possession, use or knowledge of Confidential Information by any person other than those entitled to it hereunder.

(b) The foregoing obligation of confidentiality and the prohibition of disclosure hereunder shall not apply to information or data identical or similar to Confidential Information which:

  • were in lawful possession before and this is proved in writing,
  • subsequently provided by third parties (for the purposes of this paragraph, Affiliates are not considered third parties) without any obligation of confidentiality to such third parties,
  • disclosure is made pursuant to a statutory or regulatory provision or a court order
  • In any case, the management of any information and data disclosed for the purposes of the execution of the order/offer will be carried out in accordance with the relevant legislation in force and in particular with Regulation (EU) 2016/679 on the protection of personal data of natural persons (GDPR), with which the parties are in full compliance and the specific regulatory framework for its implementation, as well as the relevant decisions, directives and regulatory acts of the Personal Data Protection Authority, as applicable from time to time.
  • The obligations and prohibitions provided for in this article shall continue to apply to the Seller and the Buyer even after the termination or termination or expiration of the cooperation for any reason.
  1. Intellectual and industrial property

Law 4605/2019 harmonized Greek legislation with Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) from unlawful acquisition, use and disclosure (EEL 157 of 15.6.2016). Intellectual property is defined as all exclusive rights to intellectual creations, namely industrial property, which includes inventions (patents), trademarks, industrial designs and geographical indications, and intellectual property, which covers artistic and literary works. Therefore, all forms of intellectual and/or industrial property, such as information, diagrams, drawings, drawings, software, etc. included in or associated with the offer/proposal relating to the Products, belong to the SELLER or its suppliers. Consequently, their use by the BUYER for purposes other than the fulfilment of the order, as well as their full or partial reproduction or assignment of use to third parties, is prohibited, unless preceded by the express written consent of the SELLER.

 

  1. Waiver of Right

The non-exercise of any right on the part of the Seller does not constitute or may be interpreted as a waiver of this right and does not preclude its exercise in the future under the conditions of course provided for by the relevant legislation.

  1. Jurisdiction and competence

Any dispute arising in the future from the sales contract, offer, order, invoice/dispatch note or in relation to these General Terms and Conditions between the SELLER and the BUYER will be submitted to the exclusive jurisdiction and competence of the Courts of Athens, as the case may be, and will be resolved in accordance with Greek Law.

  1. Amendments

These General Terms and Conditions of Sale and anything else agreed in connection with them shall be amended only upon agreement between the Seller and the Buyer, evidenced solely in writing and expressly excluding any other way and means of proof.

  1. Notifications

All notices, requests, requests and other communications under the Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and received by the Party to whom such notice or other communication is addressed, or (ii) if mailed by registered mail with acknowledgement of receipt, or (iii) by e-mail to a responsible person of the other Party.

  1. Partial invalidity

The invalidity or cancellation of any of the terms of this Agreement does not imply the cancellation of the entire Agreement, which remains in force and binds the parties to the remaining valid part of the Agreement.