1. General Provisions
1.1 These General Terms and Conditions of Sales (“Terms”) shall be binding if they are applicable according to Alinda-Velco S.A.’s offer or/and order confirmation and shall apply to all agreements concluded between Alinda-Velco S.A. or its affiliated company (i.e. a company which is directly or indirectly controlled by Alinda-Velco S.A.) listed in the relevant order confirmation (each, “Alinda”) and its customers (“Customer”) as well as any follow-up agreements for the offering, sale and delivery of all goods (“Products”) from or on behalf of Alinda to the Customer.
1.2 Any differing conditions or terms of purchase issued by the Customer are herewith objected to and shall not apply. Additions, modifications or limitations to the present Terms shall apply only if expressly approved by Alinda in writing.
2. Quotations, Orders and Confirmation
2.1 Quotations made by Alinda in whatever form are not binding upon Alinda and merely constitute an invitation to the Customer to place an order. All quotations issued by Alinda are revocable and subject to change without notice. Orders are not binding until accepted by Alinda in writing (“Order Confirmation”). Alinda shall be entitled to refuse an order without indication of its reasons.
2.2 Samples and catalogues are to be considered non-binding material for illustration or/and test purposes, giving only an approximation of Products’ properties and specifications.
2.3 Unless otherwise agreed or stated by Alinda in writing, all written offers and quotations given by Alinda shall be open for acceptance for a period of seven (7) calendar days from the date of such offer or quotation. After the expiry of the said period of time, Alinda shall no longer be bound by the contents of any such offer or/and quotation.
2.4 A binding contract for the sale and delivery of Products (“Contract”) shall be deemed to exist only when Alinda has confirmed such in writing or when Alinda has effected delivery of Products, subject in either case to the present Terms.
3.1 Prices and currencies of Alinda’s Products are as set out in the Order Confirmation. Unless agreed otherwise, Alinda’s prices are in Euros (€) and include standard packaging but do not include Value Added Tax (VAT) or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of Products to the Customer shall be for Customer’s account and shall be added to each invoice or separately invoiced by Alinda to the Customer. If Alinda grants a discount, this discount only relates to the delivery specifically mentioned in the Order Confirmation.
3.2 Unless the prices have been indicated as firm by Alinda in the Order Confirmation, Alinda is entitled to increase the price of the Products still to be delivered if the cost price determining factors have been subject to increase. These factors include but are not limited to: raw and auxiliary governmental charges, freight costs and insurance premiums. Alinda shall notify the Customer of such increase.
4. Payment and Customer’s credit
4.1 Unless agreed otherwise, Alinda’s invoices are to be paid immediately upon receipt of the Products and the invoice. Should the Customer fail to comply within thirty (30) calendar days, the Customer will automatically be in default of payment. Payment is considered made when it is at Alinda’s disposal. If the Customer fails to make payment by due date, without prejudice to any other right or remedy available to Alinda, Alinda is entitled to charge the Customer legal interest on the unpaid amount, as defined by the applicable law in force.
4.2 Should there be reasons to doubt the Customer’s solvency or credit standing, Alinda reserves the right to demand securities or prepayment for any outstanding delivery or declare immediate maturity of all outstanding claims.
5. Delivery and Risk
5.1 Unless otherwise indicated by Alinda in writing, delivery shall be made Ex Works, Alinda’s production or warehouse facility. The term“Ex Works” shall have the meaning set forth in the latest version of Incoterms published by the International Chamber of Commerce in Paris, France, at the time of the Order Confirmation.
5.2 The delivery period starts on the date of conclusion of the Contract. If payment in advance or a down payment is agreed upon, the delivery period starts upon receipt of the full payment in advance or the down payment.
5.3 Unless agreed otherwise, Alinda may make deliveries in instalments.
5.4 Unless explicitly agreed otherwise, delivery times quoted can never be regarded as deadlines. In the event of overdue delivery, Alinda will be in default only after receipt of the Customer’s written notice of default.
6. Retention of Title
6.1 Unless agreed otherwise, notwithstanding delivery or passage of risk in the Products, title in the Products shall pass from Alinda to the Customer only when payment of all sums due has been made in full.
7. Conformity to Specifications, Limitation of Liability
7.1 During the delivery and handling, use, processing, transportation, storage and sale of the Products (“Use”), the Customer reviews the Products and ensures that the delivered Products meet all contractual requirements (“Specifications”) as described in the respective analysis certificate.
7.2 The Customer nonetheless shall have the obligation to check the Products as described above. When reprehending a defect, the Customer shall immediately notify Alinda by forwarding a prestigious sample of the alleged defective product. When receiving a notice of defect Alinda shall have the right to have the reprehended product checked by employees or/and independent experts at Alinda’s sole discretion. If any valid Customer’s claim related to Products non-conforming to the Specifications is made, Alinda shall either replace the Products or repair the defect (free of charge), the choice being at Alinda’s sole discretion. The Customer may choose reduction of price or cancellation of the Contract should Alinda’s efforts fail. Any warranty does not cover damages to the Products that were caused by improper handling or storage or faulty application after the passage of risk to the Customer or where caused by external factors that were not foreseen in the Contract.
7.3 The Customer shall promptly specify any defects on the invoice or/and shipping documents and report such defects to Alinda in writing. In the absence of such report, complaints regarding such defects will not be examined.
7.4 Complaints about Products or/and relevant documents shall be made in writing and shall reach Alinda not later than seven (7) calendar days from the date of receipt of the Products or/and relevant documents at the place of destination, in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery. Especially, complaints regarding defects not visible upon delivery are subject to a deadline of three (3) months after delivery and shall be reported to Alinda within seven (7) calendar days after they have been discovered or should have been discovered. Use of the Products shall be deemed to be an unconditional acceptance of the Products and a waiver of all claims in respect of the Products.
7.5 The Customer shall be responsible for complying with any and all legislation, administrative rules or/and regulations governing the importation of Products into the country of distribution and the subsequent processing, marketing, distribution, resale or/and Use of the Products to its own special conditions of production or application.
7.6 The liability of Alinda for any and all claims for damages arising out of or in connection with the Products and their Use thereof shall under no circumstances exceed the sum of Customer’s payments for the Products that are the subject of the claim. Under no circumstances shall Alinda be liable to the Customer or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, work stoppage, production failure, impairment of other goods or otherwise and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise.
8. Modifications and Information
8.1 Unless the Specifications have been agreed to be firm for a certain period or quantity of Products, Alinda reserves the right to change or modify the Specifications, construction or/and manufacture of the Products and to substitute materials used in the production or/and manufacture of the Products from time to time without notice. The Customer acknowledges that data in Alinda’s catalogues, specification sheets and other descriptive publications distributed or published on Alinda’s websites, may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information provided by Alinda in relation to the Specifications, Products and Use thereof shall be furnished only for Customer’s accommodation.
8.2 The Customer must utilise and solely rely on its own expertise, know-how and judgement in relation to the Products and Customer’s Use thereof and in application of any information obtained from the part of Alinda for the purposes intended by the Customer. Consultation provided by Alinda shall not give rise to any additional obligations. Details and information provided with regard to the suitability and Use of the Products shall not be binding and Alinda does not assume any liability based on such consultations. Customer shall indemnify and hold Alinda harmless from and against any and all damage, losses, costs, expenses, claims, demands and liabilities arising out of or in connection with the Products, Customer’s Use thereof or/and Customer’s use or application of any information disclosed or provided by or on behalf of Alinda.
9. Technical Advices
9.1 Alinda’s technical advices are given according to its best knowledge and experience. The Customer is obliged to apply due diligence in verifying applicability of Alinda’s advice to its special conditions of Use, production or application.
9.2 Alinda’s technical advices, unless otherwise agreed in writing, are given free of charge and Alinda shall only be liable for damages caused by gross negligence or deliberate acts from its part or by its lawful representatives or auxiliary persons.
10. Intellectual Property
10.1 The sale of Products shall not, by implication or otherwise, convey any license under any intellectual property right relating to the compositions or/and applications of the Products, including but not limited to their formula, design, packaging and know-how and any modifications or developments thereto, as well as the trademarks and trade names under which the Products are marketed are and shall remain the sole and exclusive property of Alinda or/and any possessing third parties and the Customer acquires no rights, title or license therein or thereto. Customer expressly assumes all risks of any intellectual property infringement by reason of its importation or/and Use of Products, whether singly or in combination with other materials or in any processing operation.
10.2 If the Customer challenges, harms or prejudices the validity or enforceability of such proprietary rights, Alinda shall without liability be entitled to immediately terminate any cooperation with the Customer with immediate effect and to cancel any Contract.
11.1 The Customer shall hold in confidence and not disclose to any third party any confidential information disclosed by Alinda. The Customer shall not use such information for its own benefit or the benefit of any third party.
12. Force Majeure
12.1 Each party shall be relieved and excused from any delay(s) in performing or any failure(s) to perform, other than payment of monies, to the extent that any such delay(s) or failure(s) results from causes beyond the reasonable control of such party, οr/and its suppliers or/and any auxiliary persons that make or will make performance without default impossible (“Force Majeure”), provided that, in order to avail itself of such excuse, such party must act reasonably and diligently to remedy the cause of the delay or to mitigate or overcome such delay(s) or failure(s) and in any case, it shall give the other party written notice of the Force Majeure event promptly after discovery thereof.
12.2 In case of permanent Force Majeure, which is in any case a Force Majeure situation exceeding sixty (60) calendar days, either party may dissolve the Contract as far as it is affected by Force Majeure, without being obliged to pay any compensation.
12.3 If Alinda is further affected by COVID-19 (such as production or logistics issues or increased costs), Alinda may make a fair adjustment or any further amendment as required, or if necessary delay or cancel the delivery of the agreed Products without liability.
13. Applicable Law and Jurisdiction
13.1 The parties’ rights and obligations arising out of or in connection with the Order Confirmation, Contract, as well as any offers, agreements, or performance of agreements under these Terms shall be governed, construed, interpreted and enforced according to the laws of Greece, excluding principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.2 All disputes arising out of or in connection with these Terms or any agreement governed by the Terms, which cannot be resolved amicably, shall be settled by the competent courts of Alinda’s mother company headquarters’ place in Attica, Greece, without prejudice to Alinda’s right to initiate legal proceedings against the Customer in the country in which the registered office of the Customer is located.
13.3 Notwithstanding the above, in the event that the Customer is domiciled outside Greece and has entered into a contract with any of Alinda Group’s affiliated company incorporated outside Greece, these Terms and the Contract shall be governed by and interpreted in accordance with the laws in force in the country of incorporation of Alinda’s affiliated company. The parties submit themselves to the jurisdiction of the courts in such country, without prejudice to Alinda’s right to initiate legal proceedings against the Customer in the country in which the registered office of the Customer is located.
13.4 The parties hereby consent to the jurisdiction of the courts as defined above and waive any objection or contest which they may have, now or hereafter, to venue of those suits, actions or proceedings.
14.1 In the event that any provision of these Terms shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.
14.2 Limitation of legal action: No legal action by any Customer shall be brought unless the Customer first provides written notice to Alinda of any claim alleged to exist against Alinda within thirty (30) calendar days after the event complained becomes known to the Customer and an action is commenced by the Customer within twelve (12) months after such notice.
14.3 Nothing in the relationship between Alinda and the Customer shall create an agency, partnership or joint venture between the parties and the Customer shall not be entitled to make any representation, statement or warranty on behalf of Alinda and vice versa.
14.4 No delay or failure to act is a waiver. No waiver is effective unless it is in writing.
These Terms are applicable with effect from 01.06.2020 and are subject to change at any time without notice. The current version of these Terms can be also found at https://alindagroup.co/pages/general-terms-of-sales/. In case of inconsistency, only the English version of these Terms shall prevail over any translation of the Terms to another language.