Terms of Cooperation

1.GENERAL
1.1

These terms of sale apply to any agreement for the sale of products by ‘V. KAFKAS SA’ concluded in Greece or abroad. The submission of a purchase order to ‘V. KAFKAS SA’ de jure indicates the full and unconditional acceptance of these general terms by the ‘Client’. In no case will ‘V. KAFKAS SA’ be bound by any additional or contrary provision of the ‘Client’.


1.2
All printed documents issued by the computer system of ‘V. KAFKAS SA’ (such as order confirmations, account and transaction statements, or payment reminders) are valid and binding even in the absence of a seal or signature.
 

1.3
The ‘Client’s’ debt to ‘V. KAFKAS SA’ is also proven by an extract from the company’s books of account which will indicate ‘Client’ transactions and the total amount due. The ‘Client’ hereby acknowledges the full probative force of extracts and copies from the company’s books of account. The above extracts or copies will be issued by an authorized employee or representative of ‘V. KAFKAS SA’ and the ‘Client’ acknowledges that these constitute complete and documentary proof of ‘V. KAFKAS SA’ claims in rebuttal of which, however, counter evidence may be presented.


1.4
In case the ‘Client’ refuses to purchase products that were designed and manufactured on his behalf and according to a special order, ‘V. KAFKAS SA’ retains the right to withhold the ‘Client’s’ downpayment  for the specific custom order.
 

2. PRICING

2.1
The price list of the products sold by ‘V. KAFKAS SA’ may be unilaterally modified without prior notice.


2.2
For orders for which pricing is not agreed in advance the prices in effect are the ones listed on the company’s price list on the day of delivery.



3. TERMS OF PAYMENT

3.1
‘Client’ accounts must be settled according to specific agreements concluded in writing upon initiation of a business relationship with ‘V. KAFKAS SA’.

3.2
All payments must be made by cash, direct deposit, certified check or wire transfer to a bank account designated by ‘V. KAFKAS SA’. Bills of exchange and promissory notes are not considered appropriate payment methods and are, therefore, not acceptable on principle.

3.3
‘V. KAFKAS SA’ retains the right to suspend or refuse delivery of the ‘Client’s’ merchandise in case of a breach of the agreed upon terms as of the day following each specified payment date, with the ‘Client’ resigning every right to request any compensation on that ground.

3.4
In case of late payment interest shall be charged at the statutory rate as determined by the competent authorities (e.g. the Director of the Bank of Greece or the cabinet).

3.5

In case of partial or full payment by the ‘Client’ earlier than the agreed upon deadline, ‘V. KAFKAS SA’, at its sole discretion, will grant a special discount based on the company’s discount rates at that time.


3.6.

All documents issued by ‘V. KAFKAS SA’ on behalf of the ‘Client’ (including but not limited to invoices and waybills) must bear the signature and full name of the person legally authorized to sign them as well as the official seal of the legal entity, association or company in whose name they may have been issued. In case a merchandise delivery is received by a third party, either designated by the ‘Client’ or acting as part of the Client’s enterprise or in a place where merchandise is delivered or received designated by the ‘Client’, the signature of this third-party recipient, even without the above mentioned requirements (full name, official seal) will be deemed to have been authorized by the ‘Client’ and that the third party has proceeded with a legal transaction in the name and on behalf of the ‘Client’. Therefore, the so signed documents will constitute full and documentary evidence, particularly as to the receipt of the merchandise.
   

3.7  

Any bank charges incurred due to payments made by the ‘Client’ via direct deposit or wire transfer will be borne by the ‘Client’.


4. RETENTION OF TITLE

4.1
‘V. KAFKAS SA’ shall retain title to all merchandise, products and materials sold and delivered until full and complete payment is received from the ‘Client’ including any additional contractual amounts, costs and expenses incurred by the ‘Client’ (transportation costs, taxes, duties, customs clearance fees, etc.). The ‘Client’ is obliged to take all appropriate measures necessary to maintain the recognizable identity of all sold and delivered merchandise as originating from ‘V. KAFKAS SA’, so that the company will be able to retrieve them or recuperate their value, as per the provisions of the following paragraph, in case of non payment in full, inclusive of any additional expenses, by the ‘Client’.



4.2
In case of a breach of the agreed upon terms by the ‘Client’ and mainly in case of late payment, ‘V. KAFKAS SA’ retains the right to reclaim the merchandise from the ‘Client’, exercising its rights of ownership, without previously issuing an agreement cancellation notice. The cancellation of the sale of each product will be considered completed only for those products identified and retrieved by ‘V. KAFKAS SA’, while as regards the remainder of the products not identified or retrieved the company will continue to retain all its rights from the sale. Conversely, any attempt to exercise or pursue its rights under the contract of sale by ‘V. KAFKAS SA’ in no case shall be deemed a waiver of the company’s rights arising from the ownership of each and every product, which (rights) it will continue to be entitled to exercise in so far as its claims from the sale are not fully and completely met. The mutual exclusion of rights stemming from agreement of sale and the ownership of the merchandise will apply only if one of the two categories of rights is fully satisfied. The simple exercise of these rights shall not be considered sufficient cause for mutual exclusion.


5. ORDERS - DELIVERY

5.1

Product orders by the ‘Client’ are submitted to ‘V. KAFKAS SA’ by means of documents and electronic communication (fax, telex, e-mail) approved by the company. Submitted orders are subject to approval by ‘V. KAFKAS SA’. By submitting an order pursuant to the provisions of this clause the ‘Client’ fully and freely accepts and is bound by these General Terms.


5.2

The following terms of delivery are indicative and not binding. Merchandise is delivered to addresses designated by the ‘Client’. The merchandise is shipped on behalf of and at the expense and risk of the ‘Client’. Shipping costs are always charged to the client.


5.3

Possible delivery dates will remain non-binding as long as anything to the contrary has not been expressly agreed upon.


5.4

Merchandise delivery will take place via direct shipment from the ‘V. KAFKAS SA’ warehouse to the address designated by the ‘Client’, which will appear on the documents and records issued for the specific sale. The above mentioned designated address cannot be altered once the merchandise is en route to the final destination.


5.5

If the ‘Client’ does not comply with his contractual obligations stemming from the sales agreement or if the ‘Client’ does not cooperate with ‘V. KAFKAS SA’ so that the latter is able to fulfill its obligations stemming from the sale (e.g. in case of refusal to take delivery), ‘V. KAFKAS SA’ retains the right to withdraw from the execution of the part of the order that has not been completed. The above do not affect the right of ‘V. KAFKAS SA’ to claim damages for non-performance or improper performance of the agreement or compensation in lieu of performance.


5.6

When the merchandise to be delivered is not manufactured by ‘V. KAFKAS SA’, the latter will be responsible for the timely and proper delivery to the ‘Client’ only in case the incorrect or late delivery or non-delivery is due to the company’s fault.


5.7

The ‘Client” and ‘V. KAFKAS SA’ may come to an agreement regarding the storage of materials, ordered by the former from the latter, at the company’s warehouse for a time period not exceeding fifteen (15) days.


5.8

‘V. KAFKAS SA’ shall not be liable for any delay, failure to perform or improper performance of its contractual obligations (order execution, delivery, etc.) due to force majeure, such as but not limited to government acts and actions including those of Public Services, war, natural disasters, acts and actions of the ‘Client’, disruption of public transportation, general strikes or lockouts, failure to obtain labor or raw materials, as well as any event that is objectively inevitable, unforeseeable and beyond the control of ‘V. KAFKAS SA’. In case ‘V. KAFKAS SA’ fails to fully or partially fulfill its contractual obligation due to faultless inability pursuant to the above the latter has the right to withdraw from the agreement in part or in whole and/or cancel orders without being obliged to compensate the ‘Client’. The above also apply in case the previously mentioned situations are faced by a supplier of ‘V. KAFKAS SA’.


6. RETURNS

6.1

Merchandise returns will only be accepted after reaching an agreement with ‘V. KAFKAS SA’ and solely within one month from the date of purchase.

6.2
Merchandise to be returned will be accepted only if found in exactly the same condition as purchased.


6.3.

‘V. KAFKAS SA’ does not accept returns of merchandise that was ordered from abroad, particularly if specially ordered by the ‘Client’.


6.4

All returned merchandise, if purchased by tradesmen, must be accompanied by a Return Waybill. To return merchandise purchased by individuals proof of purchase must be furnished.

6.5

All expenses related to the return of merchandise via the post office, courier or shipping company to the ‘V. KAFKAS SA’ facility are borne entirely by the sender – ‘Client’.

7. WARRANTIES

7.1

Warranties undertaken by our suppliers through warranty statements, relevant advertisements or other type of document regarding the product are not binding for ‘V. KAFKAS SA’. These warranties are made solely by the supplier who stated that he will provide the warranty.


7.2

If the merchandise delivered has an actual defect or lacks an agreed property or feature, ‘V. KAFKAS SA’ retains the right at its own option, within a reasonable amount of time and at no further expense to the ‘Client’, to either remedy the actual defect / lack of agreed property or feature, or to entirely replace the merchandise.


8. LIABILITY

8.1

‘V. KAFKAS SA’ will be liable to the ‘Client’ only for immediate and unforeseeable losses in the event of gross negligence on the part of company employees, associates or subcontractors.


8.2

‘V. KAFKAS SA’ will not be liable to the ‘Client’ or any third party (e.g. associates, subcontractors) acting in the interest, at the behest or on the behalf of the ‘Client’ for injuries that may occur to the life, physical integrity or health of any of the above mentioned persons due to the incorrect, inappropriate or improper installation, connection, assembly, application or operation of the purchased materials by the ‘Client’ or one of the above mentioned persons.


9. JURISDICTION – EXTENSION OF JURISDICTION – APPLICABLE LAW

Any difference, dispute or disagreement concerning the execution and/or the interpretation of this sales agreement which may arise among the parties involved shall be governed by Greek law and will be subject to the exclusive jurisdiction of the competent courts of the city of Athens.


10. PARTIAL INVALIDITY

In the event that any of these general terms is deemed invalid for any reason, the remaining terms will continue to apply as if the invalid term had not been included among them. Any failure by the ‘V. KAFKAS SA’ company to exercise any of the above mentioned rights shall not in any way be construed or considered as a modification of these general terms or as a waiver of the rights under these terms.