GENERAL TERMS AND CONDITIONS OF SALES

Version: November 2023

1. DEFINITIONS

1.1.      The following definitions are used in these General Terms and Conditions:

1. “EFPS Group”: EFPS Group Single Member Lt., established and organized under the laws of the Hellenic Republic (Greece), with its registered office in Athens, Greece (located in 2, Kipon Str, Nea Kifissia 14564, Athens, Greece, Tel: +30 210 6198285, Fax: +30 210 6198282);
2. “Purchaser”: a private individual or a legal entity that wishes to conclude and/ or has concluded a contract with EFPS Group, or that receives a Quotation for that purpose;
3. “Quotation”: an offer by EFPS Group to the Purchaser for the sale and delivery of Products and/ or Services;
4. “Contract”: any contract and/or documents (including but not limited to a Quotation or an offer) related to the sale of Products and/or Services by EFPS Group and delivery of Products and/or Services to the Purchaser, any addition or amendment to these General Terms and Conditions, and any and all acts (including but not limited to legal acts) carried out in preparation and performance of the Contract.
5. “Products”: all goods sold and to be sold by EFPS Group under these General Terms and Conditions and/or a Contract;
6. “Services”: all activities (in whatever form and however they may be referred to) carried out by EFPS Group for the Purchaser under a Contract.
7. “General Terms and Conditions”: these general terms and conditions.

 

2. APPLICABILITY

2.1.      The General Terms and Conditions are applicable to and form part of every Contract. The General Terms and Conditions constitute the basis of commercial negotiations and are applicable to every request for and any negotiations about a Quotation, an offer or a Contract. EFPS Group always sends and/or issues the General Terms and Conditions to each Purchaser to enable it to place an order.

2.2.      If there is an inconsistency between the General Terms and Conditions and the Contract, the provisions of the Contract will prevail.

2.3.      The General Terms and Conditions automatically take precedence over the provisions specified in the purchaser’s documents. The fact that an order has been placed with EFPS Group is deemed to be an unconditional acceptance of the General Terms and Conditions which apply regardless of any provisions to the contrary that may be given in the purchaser’s commercial documents. EFPS Group’s possible written acceptance of conditions of purchase or of any other documents issued by the Purchaser does not overrule the precedence of the General Terms and Conditions but only results in adding to the provisions that are not dealt with in the General Terms and Conditions.

2.4.      Amendments to these General Terms and Conditions will only apply insofar as EFPS Group has explicitly accepted them in writing, and they will only apply to the Contract(s) in question. The Purchaser shall not interpret the fact of EFPS Group not applying any of the General Terms and Conditions at a given time as a waiver by EFPS Group of any subsequent application thereof.

 

3. QUOTATION

3.1.      Unless EFPS Group has explicitly determined otherwise in writing, all Quotations may always be cancelled and are subject to the General Terms and Conditions and /or Contract.

3.2.      Unless EFPS Group has explicitly determined otherwise in writing, a Quotation will in no event remain valid for more than thirty (30) working days after being issued.

 

4. CONTRACT

4.1.      A Contract is concluded once EFPS Group has received the Purchaser’s written acceptance of the Quotation and EFPS Group has not cancelled the Quotation within four (4) working days of that acceptance.

4.2.      If the acceptance includes reservations or changes in relation to the Quotation, then, notwithstanding the preceding paragraph, the Contract will be effected if EFPS Group has informed the Purchaser that it agrees to these reservations or changes.

4.3.      If no Quotation has been issued and the Purchaser has (with or without a framework agreement) placed an order with EFPS Group, the Contract will be concluded once EFPS Group has accepted the Purchaser’s order. This acceptance is concluded by sending an order confirmation or by commencing performance of the Contract.

4.4.      EFPS Group cannot be obliged to commence the execution of a Contract before having received all the requisite information from the Purchaser.

4.5.      In the event of cancellation of the order by the Purchaser after the Contract’s acceptance by EFPS Group for any reason whatsoever, the Purchaser shall be required to compensate EFPS Group with a lump-sum indemnity equal to twenty five (25) % of the Contract.

4.6.      Amendments to the General Terms and Conditions and/or the Contract only apply when EFPS Group has explicitly accepted them in writing, and they will only apply to the Contract in question. Amendments can lead to an adjustment in the original period of delivery.

4.7.      EFPS Group is not bound by undertakings given by its unauthorised employees unless EFPS Group has confirmed them in writing.

 

5. PRICES AND RATES

5.1.      Unless otherwise determined in the Contract, prices and rates are exclusive of Greek VAT. The prices of Products will be defined as the case may be by Quotation, order or the Contract. Prices include standard packaging costs.

5.2.      EFPS Group may revise its prices and charges, based on the instructions of the Foreign Suppliers it cooperates with. In addition, in the event of unforeseen circumstances, such as force majeure, or excessive increases in raw material prices, EFPS Group may review and adjust prices accordingly.

 

6. DELIVERY OF PRODUCTS

6.1.      Unless otherwise determined in the Contract, the place of delivery is where EFPS Group has its registered office. The risk of accidental loss and accidental deterioration of the Products shall pass to the Purchaser upon dispatch. In case the delivery is carried by a third party, the risk of accidental loss and accidental deterioration of the Products shall pass to the Purchaser when the Products are made available to the third party. The Purchaser is solely responsible for unloading the delivery vehicle and providing suitable unloading equipment and the required personnel.

6.2.      EFPS Group is entitled to deliver the Products in instalments and/or in parts.

6.3.      The Purchaser is obliged to cooperate with the delivery and to take delivery of the Products. If for whatever reason the Purchaser is not able to take delivery of the Products at the agreed time and they are ready for delivery, EFPS Group will, if it has sufficient storage, keep and protect the Products and take all reasonable measures to prevent any deterioration in quality. The Purchaser is obliged to pay EFPS Group the rate for storage customarily charged by EFPS Group or, if it has no such rate, to pay the rate that is customary in the sector from the time that the Products are ready to be dispatched or, if this time is later, from the time of delivery agreed in the Contract.

6.4.      The day on which the Products are made available to the Purchaser at the agreed date, time and place must be taken to be the date of delivery, even if the Purchaser refuses or fails to accept the delivery.

6.5.      The agreed periods for delivery are only indicated approximately and are free of obligation. With due observance of the standards of reasonableness and fairness, EFPS Group will endeavour to comply with the agreed period of delivery. Delivery times that have been indicated or agreed are never to be regarded as deadlines. If Products or Services are not delivered on time, the Purchaser must issue EFPS Group with a written notice of default, giving EFPS Group a reasonable period in which to perform.

6.6.      Delivery times and periods will be suspended if and as long as the Purchaser has not fulfilled its outstanding payment obligations to EFPS Group or if the Purchaser has not, or has not adequately, fulfilled its obligation to provide the information required in order for EFPS Group to deliver.

6.7.      EFPS Group is not liable for any damage resulting from non-compliance with delivery times or other periods.

6.8.      If the Purchaser requests a postponement of the delivery period in writing, such request must be accepted by EFPS Group in advance and in writing. Any costs and/or damage incurred or sustained by EFPS Group for such postponement must be reimbursed and/or compensated by the Purchaser.

6.9.      EFPS Group reserves the right to make changes to the Products displayed in its catalogue, brochures and other printed matter as well as to remove Products displayed therein from its range. EFPS Group does not accept any liability for discrepancies in delivered Products with the illustrations in its catalogue, brochures and other printed matter.

 

7. DELIVERY OF SERVICES

7.1.      The Purchaser is liable for all damage resulting from loss, theft, fire or damage to tools, materials and other items of property belonging to EFPS Group that are located in the place where EFPS Group performs the Services.

 

8. INVOICING AND PAYMENT

8.1.      Unless otherwise determined in the Contract, EFPS Group issues an invoice upon delivery of the Products and/or Services. At the time of invoicing, prices and rates will be increased by any taxes applicable at the time of delivery, particularly VAT. If the Contract provides that payment is to be made in instalments, each instalment will be invoiced separately.

8.2.      EFPS Group’s invoices must be paid in the agreed currency and within the payment periods indicated on the invoices in question. If the invoice does not indicate a payment period, payment must be made within thirty

(30) days of the invoice date. The Purchaser is not authorized to deduct anything from the invoice amount. The Purchaser is not entitled to suspend its payment obligations.

8.3.      Unless the Purchaser protests in writing about an invoice within five (5) working days of the date of the invoice, the Purchaser will be deemed to have approved it. If a complaint about an invoice proves to be well-founded, EFPS Group will amend the invoice amount.

If the Purchaser does not perform its payment obligations under the Contract in a timely manner, the Purchaser will be in default by operation of law without any notice of default being required. If the Purchaser is in default, it will owe EFPS Group statutory interest on the outstanding invoice amount without prejudice to EFPS Group’s other contractual rights.

8.4.      All judicial and extrajudicial collection costs that EFPS Group is forced to incur for the Purchaser failing to perform its payment obligations will be borne in full by the Purchaser. EFPS Group is entitled to immediately instruct a third party to collect its claim on the grounds of an unpaid invoice.

8.5.      All payments made by the Purchaser to EFPS Group go towards settling (1) costs, (2) interest and (3) principal amounts, in the order in which such payments are due and payable.

8.6.      EFPS Group is entitled to demand what it considers to be satisfactory security for the performance of the Purchaser’s obligations and the Purchaser is obliged to provide it if EFPS Group has good grounds to fear that the Purchaser will not perform its obligations.

8.7.      EFPS Group is at all times entitled to refuse a new order from the Purchaser if the Purchaser has failed to pay any invoices which are already due and payable.

8.8.      The Purchaser may not deduct any payment obligations of EFPS Group from any of its own payment obligations. The Purchaser’s payment obligation is separate from the other obligations under the General Terms and Conditions and/or Contract.

 

9. GUARANTEE AND COMPLAINTS

9.1.      EFPS Group warrants, to the exclusion of any other warranty and/or liability that, on the date of their delivery, the Products comply with the technical specifications set out in the Contract. Immediately upon delivery of the Products and/or performance of the Services, the Purchaser is obliged to examine whether the Products and Services conform to the Contract.

9.2.      Complaints about the delivered Products and Services must be reported to EFPS Group in writing including full argumentation as soon as possible. Complaints concerning damage to the Products which is directly visible upon delivery, or missing products from the delivery must be made within forty-eight (48) hours after the delivery has been made. After written notification to EFPS Group, Purchaser should make Products available for pick-up by EFPS Group within seven (7) days.

9.3.      Any complaint in respect of EFPS Group relating to non-compliance with the specifications of the Products (hereinafter “Non-Compliance”) shall be valid only if it is sent to EFPS Group in writing within fourteen (14) calendar days following delivery of the Product. Purchaser must provide evidence of the existence of Non-Compliance and give EFPS Group every opportunity to observe such Non-Compliance.

9.4.      Unless otherwise determined in the Contract, complaints by the Purchaser cannot be submitted and will not be handled if:

1. a defect is the result, either wholly or in part, of unusual, improper, inexpert or negligent use of the Products by the Purchaser;
2. the Product has been modified by the Purchaser;
3. the Product has been transferred to the end user by the Purchaser;
4. EFPS Group has, on the Purchaser’s instructions, used certain base materials, packaging etc. for the Products and Services which have caused the defect;
5. the defect consists of a limited discrepancy in quantity, quality, colour, finish, dimensions, composition etc. which is acceptable in the sector or which cannot be avoided for technical reasons;
6. the Purchaser has not performed all its obligations (including payment obligations) to EFPS Group.

9.5.      The Purchaser will enable EFPS Group to investigate a complaint and will fully cooperate in this regard. EFPS Group may engage an expert to verify a complaint. The costs of the expertise may be charged to the Purchaser if the complaint or objection is declared unfounded, either wholly or in part.

9.6.      If complaints are not reported in writing in a timely manner, the Purchaser will be deemed to have approved the delivered Products and Services and to have waived all rights and powers available to it by law and/or under the Contract and/or these General Terms and Conditions.

9.7.      A complaint as referred to in this article does not suspend the payment obligation.

9.8.      In the event and to the extent that EFPS Group accepts Buyer’s complaint as valid, then at its discretion: (1) it will correct the defect in the Product, (2) it will replace the defective product. The Buyer is under no circumstances entitled to compensation for the delivery of the defective product.

9.9.      The Products may only be returned once EFPS Group has given its permission in writing, on conditions to be determined by EFPS Group.

 

10. FORCE MAJEURE

10.1.    A party to the Contract is not liable for a delay or shortcoming in the performance of the Contract if and insofar as it is the result of force majeure.

10.2.    Force Majeure includes, but is not restricted to any form of natural disasters, strikes, industrial conflicts, any failure or delay by suppliers of EFPS Group, acts of war, a lack of raw/base materials, epidemics, transport problems, import and/or export bans, government measures, fire, explosions, frost, high temperatures, break-downs in communication connections and power failures, interruptions in EFPS Group’s operations or EFPS Group’s warehouses or workshops, and furthermore, any and all circumstances under which EFPS Group cannot reasonably be expected to perform or continue to perform its obligations towards the Purchaser. Force majeure on the part of EFPS Group’s suppliers is also be taken to mean force majeure on EFPS Group’s part.

10.3.    The parties must inform one another without delay if a force majeure situation occurs.

10.4.    In the event of force majeure, EFPS Group will suspend its obligations for the duration of the force majeure situation, without the Purchaser being entitled to any compensation. Force majeure does not release the Purchaser from his obligations to pay.

10.5.    If a force majeure situation lasts more than three (3) months, either party may dissolve the Contract with immediate effect, without either party being entitled to compensation.

 

11. LIABILITY

11.1.    Unless otherwise determined in the Contract, EFPS Group is not liable for damage to or loss of the Products after they have been made available to the Purchaser in accordance with Article 6.1 of these General Terms and Conditions.

11.2.    EFPS Group is not liable for indirect loss, including, but not limited to, consequential loss, loss of profits, loss due to business interruption, non-economic damage, direct trading loss and other kinds of financial loss, including all possible claims from third parties in the broadest sense of the word, including end buyers and personnel of the Purchaser.

11.3.    In the event that, in accordance with the Contract, the General Terms and Conditions and/or the law, EFPS Group is liable to the Buyer for any damage, such liability shall in any case be limited to a maximum of ten (10) % of the invoiced amount of the Contract (not including VAT). In any case, EFPS Group’s maximum liability per Contract will not exceed thirty thousand (30,000) euros.

11.4.    EFPS Group does not have to compensate any damage if the Purchaser, at the time of the occurrence of the aforesaid event, is in default of performance of any obligation towards EFPS Group, barring intent or gross negligence on EFPS Group’s part in the performance of the Contract.

11.5.    Insofar as the Purchaser is a distributor/dealer of EFPS Group, the Purchaser must make regulations, manuals and instructions of EFPS Group, including security regulations, manuals and instructions, available to its (end) buyers and inform consumers that they must meticulously comply with these regulations, manuals and instructions, including security regulations, manuals and instructions. EFPS Group does not accept any liability in that regard.

11.6.    EFPS Group is liable neither for the Purchaser’s non-compliance with the regulations, manuals and instructions, including (security) regulations, manuals and instructions, nor for the use of auxiliary materials.

11.7.    EFPS Group is not liable for damage related to the installation or application of its Products, for which only the party that installed or applied the Products can be held liable.

11.8.    EFPS Group is not responsible for the accuracy or comprehensiveness of the data, documentation or drawings furnished by the Purchaser to EFPS Group and EFPS Group may assume their accuracy in performing the Contract.

 

12. PRODUCT STANDARDS

12.1.    Regarding the Products and Services (and the selling of them), the Purchaser must act in accordance with the applicable requirements of product safety.

12.2. The Purchaser will not remove the manuals and other instructions for the use of the Products upon selling them and, unless otherwise agreed in writing, will not repackage or remove labels from the Products.

12.3.    The Purchaser must grant any and all cooperation necessary if EFPS Group wishes to issue a public warning, recall products or take any other measures, whether or not on account of European or Greek regulations regarding general public safety. In order to facilitate a public warning or a product recall, the Purchaser must at all times keep records of the recipients, time and quantities of supplies of the Products.

 

13. RESERVATION OF TITLE

13.1.    The Products continue to be the property of EFPS Group until the Purchaser has fully satisfied all claims under the Contract (including claims to pay for Products and Services as well as claims on account of a failure to perform Contracts), in accordance with article 532 of the Greek civil code.

13.2.    The reservation of title does not affect the risk transfer provided by Article 6 above.

13.3.    If title is reserved or at least if EFPS Group asserts that title has been reserved, the Purchaser must ensure that all possible damage to the Product or Products, including material damage, loss or destruction, is covered by insurance in favor of EFPS Group. At EFPS Group’s first request, it will be allowed to inspect the insurance policy in question and the related premium payment receipts.

13.4.    The costs of exercising the reservation of title by EFPS Group are for the account and risk of the Purchaser.

13.5.    If EFPS Group wishes to claim its property, the Purchaser must allow EFPS Group access to the place where the Products are stored to enable EFPS Group to take possession of and remove the Products. The Purchaser will remove any other items that may be stored among the Products or are otherwise connected with them in a timely fasion. EFPS Group will at no time be liable for damage to such items.

 

14. FAILURE OF THE PURCHASER

14.1.    The Purchaser is deemed to be in default by operation of law and its (remaining) debts to EFPS Group will be due on demand if:

1. the Purchaser has applied for its own insolvency or moratorium, is declared insolvent or is granted a deferment of payment;
2. attachment is levied on a material part of the Purchaser’s capital and this attachment is not lifted within fourteen (14) days after it is levied;
3. the Purchaser fails to perform any of its obligations under the Contract and/or General Terms and Conditions;
4. the Purchaser is in default of payment of EFPS Group’s invoice within the agreed term, either wholly or in part;
5. the Purchaser is dissolved, liquidated, ceases its business operations or sells its business, either directly or indirectly and either wholly or in part;
6. the control of the Purchaser’s business (or part of it ) is changed, either directly or indirectly.

14.2.    In the situations listed in paragraph 1 of this article, EFPS Group may, without further default, without court intervention, without being held to pay any compensation and without prejudice to its other contractual and/or statutory rights:

1. suspend the performance of its obligations towards the Purchaser until the latter has performed all its obligations towards EFPS Group;
2. terminate the Contract with immediate effect, either wholly or in part;
3. claim full and immediate payment of any amount that the Purchaser owes EFPS Group, including any amount that was not yet due and payable;
4. obtain adequate security for the timely performance of the Purchaser’s payment obligations before performing a Contract (or continuing to perform it);
5. repossess any Products and Services that have been supplied but not yet paid for, either wholly or in part, free of any rights of the Purchaser, without any further liability or obligation to deliver (or redeliver) Products and Services to the Purchaser.

14.3.    The Purchaser will furthermore take any other measures and perform any acts that are required to enable EFPS Group to exercise its rights under the Contract and the General Terms and Conditions.

14.4.    Barring the cases specified in this article, the Contract ends upon its performance or at any point in time expressly stipulated by the parties.

 

15. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

15.1.    The Purchaser acknowledges that EFPS Group exclusively owns all intellectual and industrial property rights (including any claims to such rights and including any future intellectual rights) vested in and related to Products, Services, designs (made on the instructions of the Purchaser), processes, presentations, opinions, drawings, printed matter, photos, files, websites, brochures and catalogues of EFPS Group. This includes, but is not limited to, all copyrights, patent rights, trade mark rights and trade names that are used and/or arise during the term of the Contract (or Contracts).

15.2.    If a third party infringes EFPS Group’s intellectual or industrial property rights, the Purchaser will promptly notify EFPS Group of this by telephone and in writing. At EFPS Group’s first request, the Purchaser will furnish EFPS Group with all the documentation and information regarding the intellectual and/or industrial property rights and grant to it all cooperation requested by EFPS Group. EFPS Group does not have to indemnify the Purchaser against claims relating to intellectual and/or industrial property rights.

15.3.    The Purchaser may not alter or remove any reference to intellectual or industrial property rights of EFPS Group and/or a third party to the Products and/or in relation to the Services.

15.4.    If Products and Services are produced and/or packaged according to the Purchaser’s guidelines, the Purchaser will indemnify EFPS Group against claims from third parties in relation to the Products and Services concerned, including but not limited to claims on account of infringement of an intellectual or industrial property right of a third party.

 

16. DATA PROTECTION

16.1.    The Purchaser undertakes to inform his employees that their personal data will be collected and processed by EFPS Group under these General Terms and Conditions. The employees’ data will be used by EFPS Group, the companies of its group and its own service providers for the purposes of managing orders, monitoring customers’/prospect customers’ relationships and managing sales and promotional operations. The data involved in this processing are notably the name, surname, position and contact information of these individuals. Such personal data will be kept for the duration of the Contract and will then be archived in accordance with applicable laws and regulations.

16.2.    Only EFPS Group’s duly authorized employees will have access to personal data. Such data may be transferred to third parties for the limited purpose of providing the services contemplated by the Contract. According to applicable law, Purchaser’s employees have the right to access their personal data, to have them rectified, to request their deletion and to object to their processing for reasons related to their personal situation, or to request the limitation of the processing. They can exercise these rights by addressing their request to info@efps.gr. Where appropriate, Purchaser’s employees also have the right to file a claim in relation with the use of their personal data by contacting the relevant data protection authority.

 

17. CONFIDENTIALITY

17.1.    All information, material or immaterial, that EFPS Group provides to the Purchaser is strictly personal and confidential. This information includes information relating to Products or Services, suppliers, customers, methods, technical information, inventions, products, commercial information, trade and/or industrial secrets; and it comprises formulas and technical drawings for Products and production processes, features, processes, trade secrets, patents, inventions, discoveries, know-how and intellectual and/or industrial property rights, as well as information on the company and business of EFPS Group and/or its affiliated entities and any other entity within its group (hereafter “Confidential Information”). Confidential Information as above also includes personal data, as defined by applicable data protection laws and regulations.

17.2.    The Purchaser may not disclose to the public or otherwise use the information provided by EFPS Group in any way without EFPS Group’s consent and it must return all information and data carriers to EFPS Group and immediately destroy any copies thereof at EFPS Group’s first request. The term of this duty of confidentiality is unlimited.

17.3.    The Purchaser must take any and all necessary measures and precautions to preclude the disclosure of information provided by EFPS Group to a third party and the Purchaser will impose a duty of confidentiality on its personnel and third parties involved. Any breach of the terms of this article by an affiliated company, management or per sonnel of the Purchaser will be regarded as a breach of a clause or prohibition by the Purchaser.

17.4.    The restrictions on the use and disclosure of the information provided by EFPS Group do not apply to information regarding which the Purchaser can demonstrate: (a) that it is publicly known when it is disclosed; (b) that it must be provided as a result of a statutory obligation or a court ruling that has become final.

 

18. MISCELLANEOUS

18.1.    If any clause in the General Terms and Conditions or the Contract is void or voided, the other clauses of the General Terms and Conditions and the Contract will remain in force. The parties will replace the void and/or unenforceable clause with a new one that approximates the substance of the original clause as closely as possible.

18.2.    EFPS Group may amend the General Terms and Conditions. The Purchaser will be deemed to have accepted any amendment to the General Terms and Conditions if it has not filed a written objection within five (5) working days of the notification of the amendments by EFPS Group.

18.3.    EFPS Group may engage third parties in the performance of the Contract. It 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 offers, Quotations and Contracts between the Purchaser and EFPS Group are governed by the Greek law.

19.2.    Any and all disputes ensuing from or relating to the General Terms and Conditions, any offer, Quotations and/or the Contract between the Purchaser and EFPS Group will be submitted to the exclusive jurisdiction of the Athens (Greece) competent courts.