General Terms & Conditions of Sales

1.Definitions

The following definitions are used in the General Terms and Conditions below with the following meanings:

    1. ‘Supplier’ means: A single-person limited liability company called KALYMNOS FUEL ENGINEERING Singe-Person Ltd, Tax Identification Number 800533630 and General Commercial Registry Number 127978205000, based in Kalochori, Thessaloniki, Athanasios Diakos Street 12, P.O. Box 1099, Zip Code 570 09 and legally represented, Tel: 2310755418, 2310755982.
    2. ‘Buyer’: A client, a natural or legal person, who wishes to conclude and/or has already concluded a contract with the Supplier or is receiving a Tender for this purpose.
    3. ‘Offer’: A (financial) offer made by the Supplier to the Buyer for the sale and delivery of the Products.
    4. ‘Order’: An order from the Buyer to purchase the Products from the Supplier.
    5. ‘Contract’ means: Any contract and/or document relating to the sale of Products by the Supplier and the delivery of Products to the Buyer, as well as ancillary actions carried out in the context of the implementation of the Contract.
    6. ‘Products’ means: All goods sold or to be sold by the Supplier under these General Terms and Conditions and/or the Contract.
    7. ‘Services’: All activities performed by the Supplier for the Buyer under a Contract.
    8. ‘General Terms and Conditions’: These general terms and conditions.

2.General Conditions

2.1. The Buyer expressly agrees with these General Terms and Conditions which form an integral part of any Supplier’s Offer, Buyer’s Order, and/or Contract between Supplier and Buyer.

2.2. Where Specific Terms are available in the Contract and/or Tender, they shall complement and/or prevail over these General Terms and Conditions. In the absence of Special Conditions, these General Conditions and Conditions shall apply.

2.3. Unless expressly agreed otherwise, these General Terms and Conditions shall prevail over any Buyer’s General Terms and Conditions of Purchase, and any other express and/or implied terms.

2.4. The submission of a Tender by the Supplier and/or the dispatch of an Order by the Buyer shall entail the unconditional acceptance of these General Terms and Conditions by the Buyer.

2.5. Except as otherwise provided in a written agreement between the Buyer and the Supplier, it shall be prohibited to amend these General Terms and Conditions and/or to add any Special Conditions.

2.6. Any written acceptance by the Supplier of the purchase conditions or any other terms of the Buyer, they shall not prevail over these General Conditions and shall be applied only as a supplement.

2.7. In the event of invalidity of any provision and/or article of these General Conditions and Conditions, as a result of a conflict with national or European law, such nullity shall be limited to that provision and/or article, with the other provisions.

3.Offer

3.1. Unless otherwise agreed in writing, all Offers shall be governed by the General Terms and Conditions and may be revoked/canceled at any time by the Supplier.

3.2. Unless otherwise agreed in writing, the Offer shall in no case remain in force for more than thirty (30) days from its notification to the Buyer.

4.Contract

4.1. The Contract shall be considered as concluded upon receipt by the Supplier of the Offer in writing from the Buyer or upon acceptance/confirmation of the Order in writing, in accordance with paragraph 4.3.

4.2. Where the acceptance of the Offer by the Buyer includes reservations, clauses and/or amendments in relation to the original Supplier’s Offer, the conclusion of the Contract shall take place after explicit written acceptance of the Supplier’s reservations, conditionalities and/or amendments.

4.3. In the event that the Buyer sends an Order to the Supplier without a prior submission of an Offer by the Supplier, the Contract is concluded as soon as the Supplier has accepted/confirmed in writing the Buyer’s Order. This acceptance shall be made either by sending confirmation of Order or at commencement of performance of the Contract.

4.4. The Supplier shall not be required to fulfill his obligations under the Contract until he has received all the information required for that purpose from the Buyer.

4.5. The Supplier shall have the right to refuse amendments or cancelations of Products to the Contract after its conclusion. A written declaration and/or its consent shall be required in each case.

4.6. The Supplier shall not be bound by any obligations entered into by his or her illegitimate representative, unless he or she has accepted/confirmed them in writing.

5.Prices and Charges

5.1. Products are invoiced at the price agreed upon conclusion of the Contract.

5.2. The prices quoted are in Euro (€) per Unit of Product, do not include VAT but include the fixed packaging cost. The packaging cost of the Order is borne by the Buyer.

5.3. The Supplier may revise the prices of the Products mentioned in the Offer in accordance with other non-projected costs or changes in taxes, exchanges rate or customs charges. In this case, the Buyer shall be entitled to cancel the Order by a written declaration notified to the Supplier within five (5) working days from the prior written notification sent to the Buyer by the Supplier in regard of the new prices.

5.4. The Supplier is entitled to set off any debts of the Buyer with any claims.

5.5. The payment terms mentioned in the Confirmation of Order by the Supplier are binding for the Buyer.

5.6. If any agreed credit period is exceeded, the Buyer shall bear any statutory interest for late payment for the period up to full payment.

5.7. The shipping cost of the Products is determined in accordance with the International Commercial Terms (Incoterms 2020) and is borne by the Buyer.

6.Retention of Ownership

6.1. The Supplier shall be entitled to retain ownership of the Products, in whole or partially, until the Buyer fulfills all his obligations arisen from the Contract and/or the Confirmation of Order.

6.2. The retention of ownership shall not affect the transfer of risk in accordance with Article 7 below.

6.3. The costs incurred by the Supplier in order to retain ownership shall be borne by the Buyer, who bears the relevant risk, including the costs of returning the Product to the Supplier’s premises.

6.4. In the event that the Supplier wishes to claim his property, the Buyer must provide him with free access to the place where the Products are stored, in order to enable him to regain possession of them and move them to a place of his choice. The Buyer shall move on time any other objects that may affect free access to the Supplier’s Products at his own risk.

6.5. At the Supplier’s request, the Buyer must provide all information required to register the Products belonging to the Supplier and then respond to any request made by the Supplier regarding their ownership.

6.6. The above paragraphs shall apply subject to a claim for damages for total or partial non-payment of the price.

7.Product Delivery Terms

7.1. These Product Delivery Terms are valid and take effect from the date of confirmation of the Order by the Supplier.

7.2. The Supplier shall be relieved of liability for late delivery of Products due to:

(a) Reasons of force majeure or the existence of an extremely exceptional event, lack of raw materials, limited energy sources

(b) Delays due to the Buyer, such as delayed or no possibility of communicating and/or collecting the necessary information for the execution of the Order.

(c) Failure of the Buyer to comply with the terms and conditions of payment.

7.3. Unless otherwise contractually regulated, the Products are delivered in accordance with the terms of the International Commercial Transactions and the place of delivery is the place of delivery in which the Supplier maintains its registered office. The Supplier’s sole obligation is to make the Products available at the place of delivery. The Buyer shall bear all risks of damage and/or loss of the Product as soon as the Supplier makes the Products available at the place of delivery.

7.4. If, in accordance with the Contract, the Products are delivered by the Supplier to the Buyer via a carrier chosen by the Supplier, the Supplier shall be relieved of his responsibility both for that choice and for the execution of the transport services. The Buyer is solely responsible for the protection if his rights relating to the carrier, for bringing any claim for compensation for damage suffered by the Product during transport, directly against the carrier within a certain period of time, notifying the Supplier thereof.

7.5. The Buyer must reimburse the Supplier the shipping costs not included in the price of the Product and, regardless of the shipping method, the Supplier reserves the right to transfer to the Buyer, even after the conclusion of the Contract, automatically and as of right, any additional transportation charge corresponding thereto.

7.6. The Supplier shall be entitled, after prior notification to the Buyer, to deliver the Products in instalments or with partial deliveries. In this case, the Buyer must receive the Products. If the Buyer fails to receive the Products due to his fault, any cost resulting from that failure shall be borne by the Buyer. In the event of the Supplier’s fault, the above additional costs shall be borne by the Supplier.

7.7. The Buyer is required to cooperate in the delivery and receipt of the Products. If for any reason the Buyer is unable to receive the Products at the agreed time while they are ready for delivery, then the Supplier, provided he has sufficient storage space, will store and protect these Products and will take all necessary steps to prevent any deterioration in their quality. The Buyer is obliged to pay for the storage, the price normally charged by the Supplier for the storage, or, in the absence of such provision, to pay the rate customary to the transactions, which shall be determined at the time when the Products are ready to be shipped or, if the shipment time is later, at the time of dispatch agreed in the Contract.

7.8. Delivery of the products to the Buyer on agreed date, time and place shall be considered as fulfillment of the relevant delivery obligation of the Supplier regardless of whether the Buyer refuses or does not accept the agreed delivery.

7.9. Deliveries shall be made on the basis of the availability of the Supplier and in compliance with the rules of reason and good faith, the Supplier shall make every effort to comply with the agreed delivery date. If the Products or Services are not delivered/supplied in a timely manner, the Buyer may serve the Supplier a written notice, while giving him a reasonable period to proceed with the delivery or otherwise he shall have the right to withdraw legally and without any penalty from the Contract.

7.10. The Supplier shall not be liable for any damage caused by non-compliance with delivery dates or other times unless otherwise agreed.

7.11. If the Buyer requests in writing that the delivery date be postponed, the Buyer’s request must be accepted in advance by the Supplier in writing. If the reason for the postponement arises costs and/or losses for the Supplier, these costs or losses must be paid and borne by the Buyer. In any event, the postponement shall not exceed thirty (30) calendar days. If within thirty (30) days no action is taken, the payment in advance shall forfeit as a penalty clause and the contract shall be terminated automatically.

7.12. The Supplier ensures that the Products fully comply with their technical characteristics as set forth in the Order. The Supplier shall not accept any responsibility for deviations of the Products delivered in relation to their display in the list, brochures or other printed or electronic material.

8.Force Majeure

8.1. In the event that the Buyer’s Order cannot be completed/executed due to events of force majeure, delivery dates shall be automatically extended for an equal period of time to that of the event of force majeure.

8.2. Events of force majeure without right of recourse to the Buyer, indicative and not restrictive, are as follows: any form of natural disasters, strikes, industrial conflicts, labor disputes] (including the Supplier’s internal disputes), counter strikes, events and/or accidents affecting the production or storage of the Products, any omission or delay of the Supplier’s suppliers, acts of war, lack of raw materials or partial interruption of supply, epidemics, transport problems, import/export ban, government measures, fire, explosions, frost, high temperatures, interruption in the communication media and power outages, total or partial interruption of operations at the Supplier or in its warehouses or laboratories, administrative decisions, amendments to regulations, State actions, actions of third parties, and any event which may delay, suspend or become economically burdensome for the performance of the Supplier’s obligations and, in general, any situation in which the Supplier is unable, in accordance with the rules of logic, to fulfill or continue to fulfill its obligations towards the Buyer.  Any event of force majeure for the Supplier’s suppliers is considered as force majeure for the Supplier.

8.3. The Supplier has no obligation to supply Products from other suppliers.

8.4. In case of force majeure, the Supplier shall suspend the performance of his obligations for as long as the event of force majeure lasts, without the Buyer being entitled to compensation.

8.5. If the force majeure situation lasts for more than three (3) months, either Party shall have the right to terminate the Contract with immediate effect of termination, without being liable for any subsequent loss or damage resulting from the termination.

9.Warranty and complaints

9.1. Receipt of the Products by the Buyer shall be automatically considered as acceptance and completion of the Order and/or Contract, provided that the Buyer shall refrain from making any complaint to the supplier clearly phrased within eight (8) days from the date of delivery of the Products.

9.2. Any complaints made to the Supplier at the end of the above period shall not produce any effect and it shall be deemed that the Buyer has accepted in full the delivered Products and has waived all rights and powers conferred upon him by the law and/or the Contract and these General Terms and Conditions.

9.3. The Supplier shall ensure that, at the date of their delivery, the Products are free from any defect and meet all the technical specifications provided for in the Contract. The Buyer shall, immediately upon delivery of the Products, be required to confirm that the Products are in conformity with the Contract.

9.4. Unless otherwise agreed in writing, the Supplier warrants that the Products are new and unused and were made from new and not used materials.

9.5. Unless otherwise agreed in writing, the warranty for the Products shall be for a period of one (1) year from the date of delivery to the Buyer.

9.6. The warranty is limited to Products or parts thereof where any defect due to the use of poor raw material, manufacturing defects and/or incomplete assembly is detected, excluding any other defect in replaceable parts of the Product such as: valves, straps, chains, insulating material, cables, etc.

9.7. The warranty shall also not extend to:

(a) The defect is the result, in whole or in part, of unusual, inappropriate, inexpertly or negligent use of the Products, accident, flood, fire, earthquake or other similar exogenous causes.

(b) The Product has been used for uses other than those for which it has been manufactured or allowed be used.

(c) The Product has been transferred to third parties.

(d) The Product has been processed, repaired, upgraded or any similar work by the Buyer or any other person.

(e) The Supplier has used for the Products, under the Buyer’s mandate, specific raw materials, packaging materials, etc. from which the defect was caused, directly or indirectly.

(f) The difference in quality, quantity, color, finish, dimensions, composition, etc. due to the defect is very limited and therefore acceptable to industry or is inevitable for technical reasons

(g) The Buyer has not fulfilled any of its obligations (including the payment obligation) towards the Supplier, in part or in full.

(h) The planned and appropriate periodic inspection and maintenance procedures have not been followed.

9.8. In the event that the Buyers requires from the Supplier to repair and restore the Product on the spot, even within the duration of the warranty, the Buyers shall bear the costs of travel, board and lodging of the Supplier’s staff.

9.9. The Buyers shall facilitate the Supplier to investigate the complaint and shall cooperate fully in this context. The Supplier may instruct an expert to monitor the complaint. The cost of the expert opinion may be charged to the Buyer if the complaint proves to be totally or partially unfounded

9.10. Any complaint according to paragraph 9.1. and 9.2. hereof shall not suspend the Buyer’s payment obligation.

9.11. Where and to the extent that the Supplier accepts a Buyer complaint as well founded, the Supplier may, at his discretion:

(a) repair or replace the defective Product

(b) provide discounts on the Buyer’s future Orders

(c) recover the defective product and pay the Buyer the purchase price of the Product. Products identified as unfit and defective and Products replaced or for which the selling price is refunded should be returned to the Supplier. The Buyer shall in no circumstances be entitled to compensation for the delivery of the defective product

9.12. In case of application of paragraph 9.11. herein, the costs of returning defective Products to the Supplier shall be borne by the Supplier.

9.13. In the event that the Supplier chooses to repair defective Products at the Buyer’s registered office, the Supplier must supply it with anything deemed necessary for the execution and completion of works.

9.14. The Supplier shall have the right not to provide services as they result from the warranty in the event of the Buyer’s overdue debts.

9.15. The Supplier and the Buyer acknowledge and jointly agree that the Supplier’s liability does not extend beyond the total value of the Product

10.Liability

10.1. Subject to the provisions of Article 9., the Supplier shall not be liable for any damage or loss of the Products from the time the Products are supplied to the Buyer.

10.2. The Supplier shall not be liable for any indirect loss, in particular any material damage or loss of profit, loss of contracts, loss of earnings or operating losses, loss arising from the discontinuation of the business, non-economic loss, direct loss of commercial earnings and other types of financial loss including, in the broadest sense of the term, all possible third party claims, such as Buyers and staff of the Buyer

10.3. In the even that pursuant to the Contract, the General Terms and Conditions and/or the law, the Supplier is liable to the Buyer for any damage, such liability shall in any event be limited to the value of the Product (excluding VAT).

10.4. The Supplier shall not be required to compensate the Buyer for any damage if the Buyer, at the time of the occurrence of the above event, was unable to fulfill his contractual obligations towards the Supplier, excluding willful misconduct or gross negligence on the part of the Supplier in the performance of the Contract. Under no circumstances shall the Buyer’s claim release him from liability to pay the price of the Products and/or Services provided in accordance with the terms of the Contract or these General Terms and Conditions

10.5. If and to the extent that the Buyer is a Distributor/Dealer of the Supplier, he must make available certain regulations (safety), manuals and instructions to (final) Buyers and inform them that they will have to comply fully with these (safety) regulations, manuals and instructions. The Supplier shall not accept any liability in this respect from any omissions by the Distributor/Dealer.

10.6. The Supplier is not responsible for the Buyer’s non-compliance with these (safety) regulations, manuals and instructions, or for the use of auxiliary materials.

10.7. The Supplier shall not be liable for any damage in connection with the installation or application of its Products, for which only the party that used the Products shall be held liable.

10.8. The Supplier is not responsible for the accuracy or completeness of the data, documents or drawings provided by the Buyer to the Supplier in the performance of the Contract.

10.9. The Supplier disclaims any warranty or liability, express or implied, especially but not restrictive, of the liability relating to the commercialization of the Product, its suitability for a particular purpose or the effectiveness of its use. The Buyer shall bear the risks of the use of the Products solely or in combination with other products and shall be liable for any direct or indirect damage caused from their use.

11.Returns

11.1. For all Products returned to the Supplier, the Supplier shall be required to issue a return authorization for goods and the goods shall travel at the risk of the Buyer.

11.2. The Buyer is entitled to know the shipping number and tracking number the shipment of the Products.

11.3. To speed up the settlement and completion of the Products return process, a written and detailed statement of the reasons for the return is also required.

11.4. Returned mechanical products must be cleaned and properly packaged by the Buyer before shipment to the Supplier, otherwise either the Supplier’s cleaning costs shall be borne by the Buyer, or the Supplier shall have the right to refuse their receipt.

11.5. One or more Safety Data Sheets must accompany the Products when dispatched if they have not been cleaned in accordance with the previous term.

11.6. For Products not covered by the guarantee, the Buyer must pay the costs of examining them regardless of whether they are replaced or repaired.

11.7. In the absence of an authorization to return goods or the Products are not accompanied by a Safety Data Sheet, the Products shall either be returned to the Buyer at his own expense, or the Supplier may refuse to receive them.

11.8. In the products are to be returned upon authorization, the Products shall be returned in their original packaging, intact and sealed.

12.Intellectual and Industrial Property Rights

12.1. The Buyer acknowledges that the Supplier has sole ownership of all intellectual and industrial property rights (including but not limited to, any claims on them and in addition to any future such rights) based on and/or related to the Products, designs (manufactured on the Buyer’s instructions), processes, presentations, opinions, drawings, printed material, photographs, files, websites, brochures, samples and catalogues of the Supplier. This includes, but is not limited to, all copyrights, patents, trademarks and trademark rights used and/or arising during the terms of the Contract (or Contracts).

12.2. In the event of a breach by a third party of the Supplier’s intellectual or industrial property right, the Buyer shall immediately inform the Supplier of the breach in writing. Upon request by the Supplier, the Buyer shall supply him with all documentation and information relating to intellectual and/or industrial property rights and provide any cooperation requested by the Supplier. The Supplier is not required to compensate the Buyer for any claim of intellectual and/or industrial property rights.

12.3. The Buyer may not modify or remove from the Products any reference to the intellectual and/or industrial property rights of the Supplier and/or of any third party.

12.4. If the Products are produced and/or packaged and/or supplied in accordance with the Buyer’s guidelines or instructions, the Buyer shall compensate the Supplier for any third party claims relating to the Products listed, which relate, but are not limited to, to claims for breach of any third party’s intellectual or industrial property right.

13.Right to suspend

In the event of the Buyer’s insolvency and upon written notice by the Supplier, notified to the Buyer at least seven (7) days in advance, the Supplier shall be entitled to suspend, at any time, the execution of the order until the Buyer has established its solvency.

14.Cancelations

14.1. The Buyer and/or Supplier reserves the right to cancel the Order if the other party fails to fulfill one or more terms of the Contract.

14.2. Cancelation of the Order will take effect seven (7) days after written notice of non-fulfillment of the terms of the Contract by the other party.

14.3. Buyer and/or Supplier has the right to cancel the Order if a third party acquires the majority of the corporate shares of either party.

15.Confidentiality

15.1. All relevant or non-relevant information that the Supplier provides to the Buyer is strictly personal and confidential. This information shall include information related to Products, suppliers, customers, methods, technical information, inventions, products, commercial information, commercial and/or industrial secrets and shall include types and technical drawings of 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 Supplier’s company and business (hereinafter referred to as ‘Confidential Information’). Confidential Information as above shall also include personal data as defined by applicable laws and GDP regulations.

15.2. The Buyer may not disclose publicly or otherwise use the information provided by the Supplier in any way without his or her consent and/or the subjects of the personal data and should return all information and means containing such data to the Supplier and immediately destroy any copies of them on demand by the Supplier. The duration of the said confidentiality obligation shall be unlimited.

15.3. The Buyer must take any and all necessary measures and precautions to avoid disclosure of information provided by the Supplier to a third party and the Buyer shall impose a confidentiality obligation on his staff and on third parties involved. Any breach of the terms of this Article by an affiliated company, the administration or the staff of the Buyer shall be considered as a breach of a condition or prohibition by the Buyer

15.4. Restrictions on the use and disclosure of information provided by the Supplier shall not apply to information on which the Buyer can demonstrate either that it is publicly known at the time of its disclosure, or that it is to be provided as a result of a legal obligation or a judicial decision that has become final.

16.Data Protection

16.1. The Buyer shall inform its employees, officials, representatives, contact persons or agents that their personal data may be collected and processed by the Supplier under the Contract and the General Terms and Conditions and in accordance with the GDPR Policy. The personal data of these persons shall be used by the Supplier, and by the Supplier’s service providers for the proper performance of the Contract, as well as for delivery of the Products, order management, customer relationship monitoring and sales management and promotional activities. The data included in this processing is mainly the name, surname, address, and contact details of these people. These personal data will be retained throughout the duration of the Contract and filed in accordance with applicable laws and regulations.

16.2. Only legally authorized staff of the Supplier shall have access to such personal data. Such data may be transferred to third parties only for the specific purpose of the delivery of the Products (such as in the case of transporters, transport insurers, etc.). In accordance with the applicable legislation, all subjects of such data shall have the right of access to their personal data, correct or request their erasure and object to the processing of such data on grounds relating to their personal circumstances or request a restriction of processing. These persons may exercise their rights by addressing their request via email sent to ioannis@kalymnos-fuel.com. Where applicable, data subjects shall also have the right to complain about the use of their personal data by contacting the competent local or head data protection supervisory authority.

17.Code of Conduct and Compliance to the Regulations

17.1. The Supplier shall encourage the Buyer to operate its business and fulfill the Contract in a manner that is as compatible as possible with the Supplier’s principles and the standards specified in its Code of Conduct.

17.2. The Purchase shall comply with and ensure that his or her employees, assistants, associates or agents comply with any applicable law and regulation on (a) the fight against corruption and unfair competition, (b) export control: in this respect, the Buyer declares and warrants that he is fully aware of the trade and economic restrictions on exports imposed in specific countries of the European Union, the United States and the United Nations, aiming mainly at individuals, legal entities or products (‘Export Restrictions’), (c) human rights, (d) environmental protection.

17.3. The Buyer shall comply with the Export Restrictions at all times and shall not resell the Products to individuals, legal entities or products written on the lists of excluded persons or legal entities drawn up primarily by the European Union, the United States and the United Nations.

17.4. In the event that the Buyer fails to comply with the provisions of this Article, the Supplier may, subject to any other right or protection measure, terminate the Contract with immediate effect under the General Terms and Conditions or under the Contract or otherwise contractually or by law. The Buyer shall defend, compensate and release the Supplier from and against any claims, damages, losses, penalty clauses or fines, costs and expenses of any kind arising out of or in connection with a breach of the terms of this Article by the Buyer and/or by its employees, assistants, associates or agents.

18.Miscellaneous

18.1. If any condition in the General Terms and Conditions or in the Contract is invalid or void, the other conditions in the General Terms and Conditions and in the Contract shall remain in force. The Parties shall replace the invalid and/or non-applicable term with a new one that is as close as possible to the content and spirit of the original term.

18.2. The Supplier may amend the General Terms and Conditions and publish them on its website. The above post serves as an information for those who do business with the Supplier. The Buyer shall be deemed to have accepted any amendment of the General Terms and Conditions if no written objection has been lodged within five (5) working days of the above amendments posted by the Supplier.

18.3. The Supplier may assign the performance of the Contract to third parties. The Supplier may also transfer rights and obligations arising from the Contract to third parties.

19.Applicable law and Competent Court

19.1. The General Terms and Conditions, all proposals, Offers and Contracts between the Buyer and the Supplier shall be governed by the Greek law.

19.2. All disputes and adversary proceedings arising from or relating to the General Terms and Conditions, any proposal, Offers and/or the Contract between the Buyer and the Supplier shall be brought before the competent courts of Thessaloniki. If a claim against the Buyer is submitted for trial by a third party to a different court, the Buyer in this case waives its right to call the Supplier as guarantor before the court, so in any event, this clause on jurisdiction shall prevail.