ARTICLE 1. Definitions and Interpretations
“Buyer”: means the company who accepts a quotation or offer of the Seller for the sale of Goods for business purposes only or whose order for the Goods is accepted by the Seller.
“Conditions”: means the standard B2B terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract”: means the contract (or the bilaterally agreed quote and/or respective proforma invoice) for the purchase and sale of the Goods under these Conditions.
“Delivery Date”: means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller, which is considered to be the date the Goods are handed over to the first carrier.
“Goods”: means the goods (including any installation of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“Seller”: EUROBEND GmbH, Alexanderstrasse 1, D-90547 Stein Nürnberg, Germany, HRB17481, Amtsgericht “Furth” or EUROBEND SA, 350 Tatoiou Avenue 136 77, Athens, Greece, as defined in the order confirmation.
“Writing”: means any communication effected by facsimile transmission or any comparable means.
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
ARTICLE 2. Application of Conditions
All orders imply the acceptance without reservation of the present general terms and conditions of sales which are deemed to be known by the Buyer.
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
No variation to these Conditions shall be binding unless agreed in writing between the authorized representations of the Buyer and the Seller.
Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods that are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller. No contract for the sale of Goods shall be binding on the Seller, unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:
- The Seller’s written acceptance/proforma invoice
- Delivery of the Goods; or
- The Seller’s invoice.
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorized representative of the Seller.
The specification for the Goods shall be those set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if accepted by the Seller).
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
ARTICLE 3. Price of the Goods
The price of the Goods shall be the price listed in the Seller’s signed quotation. The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
ARTICLE 4. Insurance
Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold CIF will be insured once the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until warehouse delivery.
ARTICLE 5. Warranty
The Seller guarantees high quality of manufacturing of the Goods, and also their complete conformity to the contractual terms of delivery. The Goods should be in serviceable state, comply with the specifications and technical documentation of the Seller and meet the requirements, presented to the industrial equipment used for the industrial purposes according to constructive assignments of the delivered Goods. The warranty period is twelve (12) months from the date of commissioning of the Goods or two thousand (2000) working hours, whichever occurs first, but in any case, it will not exceed twelve (12) months from the date of issue of Bill of Lading document. The warranty does not cover electric components, such as the fuses (circuit breakers), control buttons, proximity-relays, micro-switches, as well as wear parts coming in contact with the processed material. In case of failure of the above-stated parts due to factory defects, Seller will make all efforts to replace them within ten (10) working days. The above applies only for parts produced by the Seller. For parts of the Goods supplied by third parties, the guarantee will be respective to the exact time provided by each individual supplier. Wear parts are not covered.
The Seller will repair or replace without charge any parts produced by the Seller found to be defective during the warranty period, provided that the Goods have been used, maintained and serviced strictly in accordance with the Seller’s written instructions and documentation and no misuse, no negligence or accidents outside the responsibility of Seller have occurred. The freight costs for the replaced parts will be paid by the Seller.
The Buyer will return to the Seller’s representation in a timely manner any broken/defective parts, if the Seller demands it, within ten (10) working days after detecting such defect. The freight costs of resending will be paid by the Seller. If the broken/defective parts not returned, the new parts will be invoiced to the Buyer. After receipt of notification from the Buyer of any defect (defect protocol and photos), the Seller will make best efforts to replace any defective part within ten (10) working days. Claims for production losses, incidental damages, wages or associated costs are not allowed.
In case of major failures during the warranty period, such failures being beyond the technical competence of the Buyer to correct, the Seller shall within reasonable time furnish trained personnel to accomplish such repairs (at no cost to the Buyer) for travel and man hours supplied by the Seller. Costs for accommodation (hotel, meals) and local transportation are to be paid by the Buyer.
All costs of repairs, maintenance and support provided by the Buyer are for the account of the Buyer. For the items to be manufactured locally after written the Seller’s permission, the Seller shall provide drawings and/or technical specifications. The Seller is responsible for the completeness and correctness of these drawings and specifications.
The Buyer is obliged to execute maintenance service of the Goods with the periodicity indicated in engineering specifications on the Goods.
The Seller also undertakes the responsibility of providing after sales service and technical guidance during and after the end of warranty period and for the entire service life of the Goods. Spare parts’ costs, labor and traveling expenses outside the warranty period will be billed.
During the warranty period the Seller provides free of charge technical assistance for correct operation of the Goods, through consultations (verbally, in writing, in person).
In case of third-party intervention non-authorised by the Seller, the warranty will be automatically nullified and voided. The same applies in case of damage to the Goods resulting from mal-maintenance of the Goods, non-compliance with the manual instructions and the training provided during the installation of the Goods.
In addition, all spare parts provided will be solely for the purpose of the purchased Goods, under warranty or not. Any other use is forbidden and will automatically nullify and void the warranty.
ARTICLE 6. Non-Disclosure
The Buyer and the Seller agree to maintain confidentiality of all technical and commercial information, not in the public domain, learned by each of the other. The Buyer and the Seller agree not to disclose such information to any third party, without prior written permission from the other.
The Buyer will endeavor to protect the Seller’s know how on the production plant and production process of the Goods and will not allow to have third parties take pictures, video, etc. or make sketches of (parts of) the Seller’s Plant and Goods, without Seller’s written consent.
The Buyer will allow the Seller, under the Buyer’s supervision, to film or photograph the Goods furnished under this Contract in the Buyer’s plant during and after installation. The Buyer further allows the Seller to show the Goods installed at the Buyer’s plants to potential customers of the Seller as well as to other interested parties, such as the trade associated press. For any plant visit, the Seller will require written approval from the Buyer, which approval will not unreasonably be withheld.
ARTICLE 7. Ownership of design
All drawings, technical documents, programming and documentation developed or furnished by the Seller under this Contract shall remain the exclusive property of the Seller and are only provided to the Buyer for the maintenance, troubleshooting or modifications on the specific Goods. They may not be utilized by the Buyer for another (similar) plant or Goods and shall not be copied, reproduced, transmitted or communicated to a third party, without the prior written approval of the Seller. The same will apply on all Seller’s equipment.
ARTICLE 8. Ownership
The date of transition of the property rights to the Goods from the Seller to the Buyer is the date of the full payment of the machines.
The Goods delivered shall remain the exclusive and inalienable property of the Seller until full and unconditional payment of the price, which includes both the principal sum and any extras.
In case, of payment terms breach, or application of initiation of proceedings for bankruptcy, insolvency, confiscation, the Seller retains the right to demand the immediate return of the reserved goods and pick up and/or collect claims assigned by way of security.
ARTICLE 9. Consequential Damages
In no event shall either Party be liable to the other for any loss of production, loss of profit, loss of use, loss of contracts or for any incidental or consequential damages with respect to the work, irrespective of the theory upon which any claim may be based. The same is applicable for injuries or damages of goods. The Seller rejects all liability for any damage caused to third parties. The Buyer shall be held fully liable to third parties for any damage resulting of the Goods.
ARTICLE 10. Force Majeure
As the consequence of Force Majeure, such as earthquakes, typhoons, floods, fires, terrorists acts, wars, strikes or other (natural) calamities, including the lack of transport means which cannot be predicted, or the happening or consequence of which cannot be prevented or avoided, and directly affects the execution of the Contract, or execution of the Contract according to the terms stipulated in the Contract, the Party that encounters the Force Majeure should notify the other Party of the actual situation of the accident. Valid documents to certify the detailed happenings of the accident, and valid documents to certify the reasons of its inability to partly fulfill or completely fulfill, or the necessity to postpone the fulfillment of the Contract, should be submitted to the other Party within fifteen days of the Force Majeure, and should be certified by a notarization department of the region where the Force Majeure took place. Disputes arising from cases of Force Majeure shall be resolved through negotiations between the two Parties as to whether to terminate the Contract or partially release the obligations of the affected Party, or postpone the fulfillment of the Contract according to the effect of the Force Majeure on the fulfillment of the Contract. No Party will claim for any losses caused by the effect of Force Majeure. Under no circumstances the Seller reimburses any quantity of the material lost or damaged by virtue of circumstance being beyond the Seller’s control.
ARTICLE11. Use of Personal Data
ARTICLE 12. Applicable Law and Jurisdiction
All disputes and proceedings arising from the application of the present General terms and Conditions of Sale, shall fall within the exclusive jurisdiction of the competent courts of the registered office of the Seller.
The Contract shall be governed by the laws of the Seller’s registered office country.
The Seller reserves the right to appoint the courts of the place where the Goods are located or the courts where the Buyer has its registered office.