Terms and conditions
The present Terms and Conditions of Sale (hereinafter referred to as the “Terms and Conditions”) are applicable and constitute part of all offers, purchase orders and sale agreements entered into between Customer and CHEMO or any other third party designated by CHEMO. No variations, modifications, amendments or waiver of these Terms and Conditions shall be binding upon CHEMO unless CHEMO expressly agrees to such variations, modifications, amendments or waivers in writing.
1. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions unless the context otherwise requires, the following definitions shall apply:
“CHEMO” shall mean CHEMO HELLAS S.A. or on a case by case basis any third party designated by CHEMO HELLAS as the the seller of the Products;
“Customer” shall mean the addressee named as the party purchasing Products from CHEMO;
“Products” shall mean any of CHEMO’s products which a Customer purchases from CHEMO in accordance with the present Terms and Conditions;
“Purchase Order(s)| shall mean any order placed by Customer for the purchase of Products from CHEMO;
“Offer” shall mean and include any proposal and/or a quotation made by CHEMO in writing to any Customer in respect of the sale of Products either for separate purchase agreement(s) or for further long-term contracts;
“Order Confirmation” shall mean any confirmation of a Purchase Order provided by CHEMO HELLAS S.A. in writing;
“Sale Agreement(s)| shall mean any agreement entered into between a Customer and CHEMO for the purchase of Products.
2. OFFERS, ORDERS AND ORDER CONFIRMATIONS
The Customer may place an order in writing based on an Offer made by CHEMO. By placing a Purchase Order with CHEMO, the Customer acknowledges acceptance of the present Terms and Conditions and shall be bound by each individual provision hereof. No Purchase Order shall be deemed accepted by CHEMO until any of its authorized representatives issues an Order Confirmation. The Offer and the Order Confirmations may contain the prices, any discounts thereof, quantities, payment and delivery terms for the particular Purchase Order as well as any special conditions applicable. Under no circumstances will any term or condition of the Customer be valid, unless these have been explicitly agreed in writing.
3. PRICES AND TAXES
The purchase prices of Products shall be the prices in Euro or in US Dollars specified in Prices’ lists on the date of Order’s Confirmation by CHEMO or any other price that CHEMO may explicitly offer to Customer in writing. All prices are net and do not include VAT, customs’ clearance costs, transportation costs, duties, crane charges, barges, weekends’ or after hours’ deliveries cost etc. Customer shall pay any and all such applicable taxes, additional expenses or costs in addition to the purchase prices. Further, Customer shall indemnify and will hold CHEMO harmless for any damage, loss, expense or cost that CHEMO might incur due to Customer’s failure to comply with the above requirement.
4. PAYMENT TERMS
If other payment terms are not required, Customer shall make payment in full in Euro within the credit period that CHEMO may designate, on or before the due date, without discount, set-off or deduction. Unless otherwise agreed between Customer and CHEMO prior to delivery or unless otherwise designated by CHEMO, invoices shall be paid within thirty (30) days after the date of invoice by wire transfer into an account stated on the invoice. Unless otherwise agreed in writing, CHEMO shall be entitled to invoice Customer for the Prices at any time after dispatch of the Products. Notwithstanding any disputes regarding quality, quantity or other matter, Customer must initially pay the full amount due and any disputes shall be resolved between Customer and CHEMO after such payment has been made. In case an Order is placed by an agent on behalf of a Customer, then the agent is considered liable together with the Customer for the payment of the due amounts and the general compliance of all obligations of the Customer under the Sale Agreement whether such Customer be disclosed or undisclosed.
5. DELIVERY TERMS
The Products shall be delivered free from any liens or encumbrances on DAP basis, as per Incoterms 2010 which shall apply to Sale Agreements, unless otherwise explicitly agreed. The agreed delivery time is only indicative and is not to be regarded as a strict deadline, unless express agreement to the contrary has been made. Thus, CHEMO shall not be held liable for any damages due to any delayed delivery. The Customer shall be responsible for compliance with all laws and regulations regarding import, transport, storage and use of the Products and CHEMO shall not be held liable for respective non-compliance.
It is agreed that in respect of Products which are sold and effected on the credit of a receiving vessel, as well as on the promise of Customer to pay therefore, Customer warrants that CHEMO will have and may assert a maritime lien against the receiving vessel for the amount due for the Products without prejudice to any other rights it mayhave hereunder and/or any granted by any applicable laws.
The Offers include standard package sizes. These may not be always available and CHEMO reserves the right to supply, where necessary, in non-standard packages sizes.
8. CANCELLATION AND CANCELLATION FEE
Customer shall be obliged to promptly notify CHEMO, if subsequent to placing a Purchase Order for Products, Customer needs to cancel or recall that Purchase Order. In case of an order cancellation, the Customer shall indemnify CHEMO in full against all losses, costs, damages, charges and expenses incurred by CHEMO as a result of cancellation.
9. RISK OF LOSS; TITLE
The risk of loss and damages with respect to the Products shall pass to Customer upon delivery by CHEMO and in accordance with the shipping term applicable (i.e. unless otherwise agreed shall be DAP). Title to Products shall pass to Customer when CHEMO has received payment in full, including costs where applicable.
Immediately upon delivery, Customer will inspect the Products in respect of quality and quantity. Any claim which is based on any defect in the quality or condition of the Products shall be notified either on the delivery documents detailing the nature of the claim or by a written notice to CHEMO within three (3) business days from the date of delivery together with a precise statement of the nature and the grounds for the claim. No merchandise will be accepted for return, unless approved by an authorized CHEMO’s representative at CHEMO’s sole discretion. If delivery is not rejected and the Customer does not notify CHEMO of any claim in accordance with the provisions of this clause, the Customer shall not be entitled to reject the Products and CHEMO shall have no liability for such defects or failure. In the event of an unresolved dispute as to any defect, the Parties shall appoint an independent inspector to undertake the relevant testing within thirty (30) calendar days and its findings shall be conclusive and binding upon the Parties. If it is determined that the defect is due to damage to the Products caused by the
Customer, CHEMO shall have no liability to Customer with respect to such defect and the cost of any testing and evaluation by the third party shall be borne by the Customer. If the defect is caused by CHEMO, the cost of any testing or evaluation by a third party shall be borne by CHEMO and CHEMO shall further and solely reimburse the purchase price of the Products which are determined to be defective. This shall be the sole remedy of the Customer with respect to any defective products.
11. WARRANTY AND DISLAIMER
CHEMO warrants that the Products delivered hereunder will at the time of delivery meet CHEMO’s specifications. This is CHEMO’s sole warranty with respect to the Products and the sole remedy of CUSTOMER in breach of such warranty hereunder shall be reimbursement of the Products’ purchase price. ALL OTHER WARRANTIES, OTHER THAN TITLE, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OR TRADE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.
12. LIMITATION OF LIABILITY
Unless otherwise provided hereunder, customer releases CHEMO from and in no event and under any circumstances shall CHEMO be liable to the customer for any amounts representing direct, indirect, consequential, special, punitive, incidental damages or lost revenues or profits, or loss of opportunity, goodwill or use of any kind suffered by customer or by any third party whether based on contract, strict liability in tort, breach of warranty or
13. CUSTOMER’S COMPLIANCE AND INDEMNITY
Customer shall conform to all warnings, instructions of use and safety norms provided by CHEMO either together with the Products or as presented on the internet site of CHEMO as well as all regulations and industry practice in relation to handling, storage and use of the Products and shall defend, indemnify and hold CHEMO harmless with respect to any and all liability, loss, claims, expenses or damage CHEMO may suffer or incur by reason of, or in any way connected with the purchase, receipt, use, storage, handling or transportation of the Products. CHEMO shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, failure to follow CHEMO’s instructions, misuse or alteration of the Products without CHEMO’s approval.
14. FORCE MAJEURE – CONTINGENCIES CHEMO shall not be in breach of its obligations in the event that performance is prevented, delayed, or made substantially more expensive as a result of any cause or event which is beyond its reasonable control, whether or not foreseeable. Nothing in this provision shall be deemed to excuse CUSTOMER from its obligation to make
payments for Products received.
15. INTELLECTUAL PROPERTY
By purchasing the Products, the Customer may obtain access to methods, formula, designs, signs, trademarks and other rights of intellectual or industrial property owned by CHEMO. The Customer acknowledges that the above embodies significant value for CHEMO. Thus, the Customer undertakes to treat any knowledge as well as the documents it acquires with the utmost care and as strictly confidential and to not make it available or disclose it to third parties on any terms, and not use it for any other purpose than for the normal execution of any Sale Agreement with CHEMO.
If any provision of the present Terms and Conditions shall be held illegal, void or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the other Terms and Conditions shall otherwise remain in full force and effect and enforceable.
17. EFFECT OF PRESENT TERMS AND CONDITIONS
The present Terms and Conditions set out the entire agreement and understanding between CHEMO and the Customer and shall govern all Sale Agreements and in case there is any conflict between the present Terms and Condition and the provisions of any Order Confirmation or Offer, then the provisions of any Order Confirmation or Offer shall prevail.
18. APPLICABLE LAW AND JURISDICTION
The present terms and Conditions as well as all Sale Agreements to which these Terms and Conditions apply and any non-contractual obligations arising out of or in connection with these Terms and Conditions and such Sale Agreements shall be governed, construed and interpreted in accordance with the Greek law. Any dispute which may arise from or in connection with the present Terms and Conditions or any Sale Agreements to which the present Terms and Conditions apply shall be submitted to the exclusive jurisdiction of the courts of Piraeus in Greece. The United Nations Convention on the International Sale of Products shall not be applicable.