1.Parties
Atlas Tapes SA a Greek Company with registered offices in Atalanti , Greece, hereinafter
referred to as the “Seller” and the person/company/corporation purchasing Adhesive Tapes
manufactured / supplied by the seller (the “Goods”), hereinafter referred to as the “Buyer” .
2. General
The Seller and Buyer agree that any sale of Goods by the Seller shall be subject to the
following General Conditions of Sale (the “GCOS”). In case of any contradiction between
present GCOS and the Confirmation of any Order of Goods issued by the seller, the latter
shall prevail.
3. Delivery Terms
All delivery terms and conditions will be subject to the relevant articles of the Greek Civil
Code and latest edition of INCOTERMS 2010, published by the International Chamber of
Commerce (ICC), Paris, France.
4. Delivery Time
Seller will make all reasonable efforts to meet the agreed delivery dates. Seller will not be
held liable for any delay penalties or loss / damage of whatever nature in relation to delay in
delivery.
5. Damages/Deficiencies/Loss in Transit/Apparent Damages
5.1. Buyer is under obligation to check the state and Quantity of Goods upon delivery and
notify in writing the Seller within three (3) business days from the arrival of the Goods at
their destination of any quantity discrepancies and/or any apparent damages of the Goods.
The buyer shall take all necessary action, in order to properly lodge claims with the involved
carrier(s) and the insurance company.
5.2 Seller will not be held liable for any losses of the Buyer as a result of problematic Goods
due to improper handling, warehousing or any environmental condition change.
6. Insurance
The Buyer shall be obliged to properly insure the Goods from the moment of delivery or in
case the risk in the Goods passes earlier (before delivery) to the Buyer.
7. Quantity
In every shipment of Goods the net weight mentioned in the relevant invoices of the Seller
shall govern. Any weight mentioned on packages or pieces of Goods has no influence on the
relevant sale of Goods. A tolerance of +/- 10% on the agreed quantities of Goods shall Apply.
8. Payments
The Buyer is not entitled to retain any payment of the price of Goods for any reason
whatsoever (including possible relevant claims of the Buyer) or set off any due amount out
of the price of the Goods against any claim against the Seller, which (claim) has not been
ascertained and agreed upon between the Seller and the Buyer. Interest shall apply to all
delayed payments under any sale of Goods on the basis of the London Interbank Offered
Rate (LIBOR) only for receivables in USD and/or the Euro Interbank Rate (Euribor) for
receivables in Euros or any other currencies, plus 5% (five percent) for either case.
9.Taxes, Tariffs, Duties & Bank Charges
commissions and bank charges will be borne by the Buyer.
10. Force Majeure
10.1 The Seller shall not be liable for the delay on the delivery or for a breach of the contract
when caused directly or indirectly by force majeure events (such events include but are not
limited to any legal prohibition, wars, rebellions, revolutions, strikes or other labour
disputes, fire, flood, sabotage, nuclear accident, earthquake, hurricane, epidemic). –
circumstances beyond the Seller’s control, which do not allow to find labour force, materials,
parts, machinery, energy, fuel, transport, authorizations or governmental dispositions.
10.2 The Seller shall promptly notify in writing the end of the force majeure event.
11. Risk
Risk of the Goods shall pass to the Buyer upon agreed delivery thereof. Should the Buyer not
accept properly delivered Goods, risk of the Goods will still pass to the Buyer at the moment
the Buyer should have taken delivery of Goods as per terms of the relevant sale of Goods or
from the notice of load readiness date, in case delivery was delayed by the Buyer’s or its
carrier fault.
12.Title
Title in the Goods shall pass to the Buyer upon full payment of the price of the relevant
Goods. Until the Buyer has made full payment of the price, the Seller shall have the right to
retake possession of the Goods and the Buyer undertakes to maintain the Goods’ identity as
the Seller’s property by storing them separately, from other stocks, allow the Seller to
inspect the Goods at any time and not to resell the Goods without the previous written
consent of the Seller.
13. Defective Products/Quality Claims
13.1 In case of defects, which are not apparent on reasonable inspection of the Goods (as
conducted according to art. 5.1 hereof) relevant claims shall be submitted to the Seller
within five (5) business days of such defect coming to the knowledge of the Buyer, in any
case , not later than twelve (12) MONTHS FROM THE DATE OF DELIVERY OF Goods.
13.2 Any claims submitted to the Seller after the above -mentioned respective periods shall
be barred and void.
14.Warranty/Liability
14.1 The Seller warrants that the Goods will conform to agreed specifications.
14.2 In any case the Seller’s liability hereunder shall be limited to the invoiced value of the
Goods.
14.3 The Seller shall not be liable for any kind of indirect and/or consequential and/or
punitive and/or exemplary damages, including but not limited to lost profits, lost savings,
loss of use of facility or equipment, regardless of whether arising from breach of contract,
warranty, tort, unjustified enrichment, strict liability or otherwise. Neither party hereto shall
be liable for damages, that it could not have reasonably foreseen at the time of entering into
the relevant contract of sale of Goods.
15. Assignment
The Buyer may not assign any rights or transfer any obligations out of this contract of sale of
Goods to any third party without the previous written consent of the Seller.
16. Intellectual Property
16.1 All information, technical standards, technical specifications and procedures provided
by the Seller are exclusive property of the latter. No brand licence or patent utilization, or
other Industrial or Intellectual Property right, related to the provided technical specifications
and to the provided know-how is granted to the Purchaser with the signature of this
Contract.
16.2 At the time of the termination of the commercial relationship between the parties or of
the execution of this contract, the Purchaser shall promptly return to the Seller all the
information, documents and the technical specifications which belong to the Seller.
16.3 The Purchaser shall not use the name, trademark, and other rights related to the
Intellectual Property in advertising activities.
17. Law and Jurisdiction
This contract shall be governed by the Greek Law, UN sales law is excluded. Any dispute
arising out of this Contract, which cannot be amicably settled between the parties hereto
shall be exclusively submitted to competent courts of Athens, Greece. Each party expressly
waives ant right to punitive, exemplary or treble or treble damages or any other form of
damages in excess of compensatory damages and agrees not to seek such damages in any
forum, as a result of any dispute, controversy or claim arising out of it, relating to or in
connection with this contract, including, without limitation, any dispute regarding its validity
or termination, or the performance or breach thereof.
18. Severability
If one or more of the provisions in this Agreement are deemed void by law, then the
remaining provisions will continue in full force and effect.