General Terms and Conditions ("Terms")

General Terms and Conditions ("Terms") of S. Kostas - E. Iosifidis O.E. ("The company"), Kifisias 48, Kalamaria, Thessaloniki, Greece, 55134  -V.A.T. number EL081991188.

 Version: March 2023.

1) General terms and conditions

These Terms apply for all business relations between "The Company" and their business partner insofar as that entrepreneur is a legal entity under public law or a special fund under public law ("Customer") as defined in the Greek Civil Code (BGB). The Terms apply exclusively and shall take precedence over any deviating, conflicting or supplementary general terms and conditions of the Customer, even if these are not expressly contradicted by "The Company" delivers without reservation. Individual agreements between "The Company" and the Customer shall take precedence over these Terms if that has been explicitly agreed. Subject to proof to the contrary, a written contract or written confirmation by"The company" shall be authoritative for the content of such agreements.

In the event of continuing business relations, our Terms shall also apply to future offers, deliveries and services to the customer without renewed express reference to them.

2) Orders and offers, concluding a contract

The Customer's order represents a binding proposal. "The company" . can accept that either by means of an order confirmation or a delivery within one week. Offers from "The company" . are always without engagement.

The scope of the delivery and/or service is defined authoritatively by our order conformation, or insofar as that is not available, our offer or our currently valid price list.

3) Prices

The prices valid on the date of the order are applicable. Prices specified by "The company" are net prices plus the correspondingly valid turnover tax.

4) Payment terms, price reductions, offsetting, assignment

The invoiced amounts are generally due immediately and without deduction, otherwise payable before the due date specified on the invoice. The invoice amounts are to be paid into one of the"The company" bank accounts specified in the invoice.

In the event of payment after the due date, default shall automatically occur in accordance with the statutory provisions. "The company" reserves the right to charge default interest of 8 percentage points above the base rate from the date of default. "The company" may offset payments against the oldest outstanding debt, even if the payment is earmarked for a specific purpose. In the event of payment arrears, discounts shall be forfeited in any case.

"The company" shall be entitled to make outstanding deliveries against advance payment or provision of security or to withhold outstanding deliveries if circumstances arise after conclusion of the contract which reduce the creditworthiness of the customer and which could jeopardise payment of "The company" 's outstanding claims from the respective contractual relationship.

Bonuses shall, in principle, be granted for sales that have been paid for.

The Customer shall only be entitled to offset or exercise rights to refuse performance insofar as their counter claims have been recognised by "The company" or have been legally established. "The company" shall be entitled to assign their claims to third parties.

5) Delivery terms

Delivery dates are agreed on an individual basis or specified by "The company" on accepting an order. The agreed delivery period is an intended delivery period unless explicit agreements to the contrary were made.

If "The company" is unable to meet a binding delivery deadline for unforeseeable reasons for which they are not responsible ("impossibility of delivery"), "The company" shall inform the Customer of this without delay and specify a new delivery date. If the delivery is again not available within the new delivery period, each party shall be entitled to withdraw either in whole or in part from the respective contract; in such cases, payments already made by the ordering party shall be refunded by "The company" without delay. Delivery shall be deemed to be impossible eg in the event of delayed delivery to "The company" by their upstream supplier, insofar as "The company" is not responsible for this, strikes, fire, lawful lockouts, lack of labour, energy or raw materials, difficulties in obtaining necessary official permits or official measures affecting us or our suppliers. If delivery is delayed by more than eight weeks, the Customer shall, in any case, be entitled to withdraw from the contract.

"The company" shall only be entitled to make partial deliveries and/or render partial services if

• the partial delivery/performance is usable for the customer within the scope of the contractually agreed purpose of the delivery or performance,
• the delivery of the remaining and missing products or services is assured and
• the Customer does not incur any significant additional effort or costs (unless"The company" agrees to bear such costs),
• a non-availability of the service or products occurs; "The company" shall inform the Customer of this without delay.

If the Customer is in default with payments under a contract, "The company" may withhold deliveries until settlement without themselves being in default.

6) Dispatch and transferring of risk

Within Greece, delivery shall be made "free domicile" according to DPU, Incoterms 2020, unless another form of delivery has been agreed between the parties. If such a different form of delivery is agreed, this shall not lead to an adjustment of the remuneration or price reduction.

The risk passes upon delivery to the delivery address specified by the Customer. In this case, "The company" shall bear the costs of transport and the transport insurance to this location.

Insofar as the Customer undertakes the transport themselves and/or is responsible for it themselves, the risk shall pass to a forwarding agent or carrier commissioned by the Customer. The Customer shall obtain appropriate transport insurance themselves.

In the event of default in acceptance or other delays for which the Customer is responsible, the risk shall pass to the Customer at the beginning of the default or delay. If the Customer is in default of acceptance, they shall bear the costs as well as the risk of loss and damage of all returns.

In the case of cross-border traffic, delivery shall be made at "The company" discretion either "FOB Greece sea/airport" or "carriage paid free Greek border", unless otherwise agreed.

The costs for special packaging or special modes of shipment shall be borne by the Customer. - If transport and/or packaging by "The company" has been agreed, the manner of packaging and shipment of the delivery shall be incumbent upon "The company" .

At the request of the Customer,"The company" shall insure the respective consignment in their name and at their expense against theft, breakage, transport, fire, and water damage.

7) Retention of Title

Goods delivered by "The company" shall remain the property of "The company" until payment has been made in full ("reserved goods") and shall be properly stored by the Customer and insured at his expense at replacement value.

In the event of processing, combining, or mixing the reserved goods with other items not belonging to"The company" , "The company" shall acquire a co-ownership share in the new item to a degree in proportion with the invoice value of the reserved goods to the invoice values of the other processed, combined, or mixed items at the time of processing.

The Customer is entitled to resell the reserved goods in the ordinary course of business provided that the aforementioned security interests are safeguarded. The Customer hereby assigns all claims from the resale of the reserved goods to "The company" in full by way of security until complete fulfilment of claims thereto with all rights and is obliged to disclose these claims to "The company" if they do not meet their payment obligation. "The company" accepts this assignment. The Customer shall be entitled to collect these assigned claims from their customers in their own name. If "The company" is only a co-owner, the assignment of the claim to "The company" shall only be made up to the amount of our claims against the Customer. "The company" shall be entitled to disclose the assignment to the customers if the Customer is in arrears with payments.

The Customer may not assign, pledge, or transfer by way of security the reserved goods and the assigned claims. The securities provided in favour of "The company" may amount to a maximum of 120 % of the outstanding claims. "The company" shall release securities exceeding 120 % of the outstanding claims at their own discretion at the request of the Customer.

If third parties assert claims to the reserved goods, the Customer shall inform them of the existing reservation of title. The Customer shall inform "The company" of this without delay. Any costs incurred by "The company" shall be borne by the Customer.

8) Defects and warranty

The warranty period is limited to 12 months in the case of new goods, commencing with the delivery of the goods to the Customer in accordance with the agreed terms of delivery or, if applicable, with the acceptance in the case of a contract for work and services. The warranty for used goods is excluded. Only the direct purchaser is entitled to warranty claims and these are not assignable without our consent. Our warranty obligation extends to new products. A warranty shall only be deemed to have been assumed by us if "The company" has designated a property as "guaranteed" in writing. Certain properties shall then only be deemed as having been assumed by us if "The company" has confirmed them in writing.

The Customer is obliged to inspect incoming goods. We must be notified in writing of any recognisable defects, shortages, or incorrect deliveries, as well as transport damage immediately, but no later than 7 days after delivery, and in any case before the delivery is processed, mixed, or installed. Otherwise, the delivery shall be deemed to have been approved, unless we or our legal representatives are guilty of fraudulent intent. We must also be notified of hidden defects in writing without delay, but no later than 7 days after their discovery."The company" shall be given the opportunity to ascertain the notified complaints. This period shall not apply to claims for damages by the Customer arising from injury to life, limb, or health or from intentional or grossly negligent breaches of duty by "The company" or its vicarious agents; these claims shall become invalid in accordance with the provisions of statutory limitations. Furthermore, the special statutory provisions concerning third parties' claims for restitution of property, fraudulent intent on the part of "The company" and claims under a right of recourse against "The company" in the event of delivery to a consumer shall remain unaffected.

The warranty shall be limited to rectification or replacement at "The company" s discretion. Withdrawal from the contract and/or a reduction in price shall be excluded unless rectification and/or replacement repeatedly fail within a reasonable period set by the Customer. Furthermore, withdrawal from the contract shall be excluded if there is only an insignificant defect. Insofar as "The company" has rendered defect-free partial performance, withdrawal from the overall agreement shall only be permissible if the Customer can prove that there is no longer any interest in the partial performance by "The company" The Customer shall send the defective goods to us for rectification at his own risk unless the return shipment is not possible due to the nature of the delivery. "The company" shall bear the usual transport costs, but only from the place to which the defective goods were delivered in accordance with their intended purpose and up to a maximum of the purchase price. In the event of justified notices of defects, payments may only be withheld to an extent that is in reasonable proportion to the defects that have occurred. If the notice of defect is unjustified, "The company" shall be entitled to demand reimbursement of the expenses incurred from the ordering party. The acknowledgement of material defects by "The company" must always be in writing. Our warranty shall not extend to the suitability of the delivery item for the purpose intended by the customer which deviates from the usual purpose unless this has been agreed in writing. The warranty shall lapse in particular if the Customer uses the goods improperly or inappropriately, in the event of faulty assembly, commissioning by the Customer or third parties, in the event of wear and tear and natural deterioration, in the event of faulty or negligent handling or if the Customer modifies the delivery item or has it modified by third parties without "The company"'s consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification. Any claims by end customers (consumers) arising from product liability must be notified to "The company" by the Customer without delay.

9) Liability

"The company" shall be liable without limitation for damages based on intentional or grossly negligent breaches of contract by us or our legal representatives, in the event of fraudulent intent or liability claims based on the Product Liability Act, as well as for personal injury and warranted/guaranteed characteristics. Otherwise, liability is excluded or limited in accordance with the following provisions.

"The company" shall also be liable for damages of any kind based on slightly negligent violations of essential contractual obligations - ie obligations the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely. However, liability is limited to the extent that these damages are typical for the contract and reasonably foreseeable for "The company" .

The above liability provisions shall also apply to claims in tort and to the fault of vicarious agents and legal representatives. "The company" shall only be liable for vicarious agents and executives in the event of intent or gross negligence.

10) Confidentiality

The Customer undertakes as a matter of principle to maintain comprehensive confidentiality for an unlimited period of time with regard to all our business and trade secrets and our product know-how and technical knowledge of which he becomes aware in the course of business contact with us.

The Customer also undertakes to process "The company"'s personal data only in accordance with the provisions of the Basic Data Protection Regulation and/or the relevant laws.

11) Choice of law and place of jurisdiction

Place of jurisdiction is Coburg. However, "The company" may also choose to bring an action at the place of the Customer's registered office. The place of performance shall be Kronach.

Greek law shall apply exclusively to the exclusion of international private law and the provisions on the international sale of goods.

12) Severability clause

Insofar as these Terms contain loopholes, those loopholes shall be deemed to be filled by such legally effective provisions as the contracting parties would have agreed on in accordance with the economic objectives of the contract and the purpose of these Terms if they had known about the gap. Should any individual provisions in these Terms be entirely or partially invalid, the validity of the remaining provisions shall remain unaffected.

Acknowledged and accepted for the business relationship (can also be included without signature):

............................................................

Place, date

...........................................................

Company name/Stamp/Signature
(Name in block capitals)

CANCELLATION POLICY

Right to cancellation

You have the right to cancel this contract within a period of fourteen days without providing reasons.

The cancellation period is fourteen days from the date on which you or a third party designated by you takes possession of the goods.

In order to exercise your right of cancellation, you must inform "The company" of your decision to cancel this contract by means of a clear statement (e.g. via a posted letter, fax or e-mail). For this purpose you can use the enclosed sample cancellation form, however this is optional.

The deadline for cancellation will be met as long as you send the notification of your decision to exercise your right of cancellation before the end of the cancellation period.

Consequences of cancellation

Should you cancel this contract, we will reimburse all payments that we have received from you, including the cost of delivery (except for any additional costs resulting from the fact that you have chosen a different type of delivery than the standard delivery service offered by us) without delay and at the latest within fourteen days from the date on which your notice of cancellation was received by us. For this reimbursement we will use the same payment method that you used for the original transaction, unless we have expressly agreed otherwise with you. In no case will you be charged for this reimbursement.

We may refuse the reimbursement until we have recovered the goods or until you have proved that you have returned the goods, whichever occurs sooner.

You must return the goods to us immediately, or in any case no later than fourteen days from the date on which you inform us of your wish to cancel this contract. The deadline shall be met as long as you dispatch the goods within the 14-day period.

You shall bear the immediate cost of returning the goods.

You shall only be liable for any loss of value of the goods if this loss in value is due to excessive handling by you that goes beyond the extent necessary to verify their quality, features and proper functioning.

Download and comlete the cancellation request form here 

Contracts for services

If you have requested that the service commence during the cancellation period, you will be required to pay us a sum corresponding to the proportion of the services already provided by us (with respect to the total scope of the contractual services to be provided) before you exercised your right of cancellation.

END OF CANCELLATION POLICY

(4) Our cancellation form can be found here.

§ 13 Final provisions

(1) Contracts concluded between "The company" and consumers are governed by the laws of the Grrek Republic under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The statutory provisions restricting the choice of law and the applicability of mandatory regulations, in particular the state in which the customer is ordinarily resident as a consumer, remain unaffected.

(2) If the customer is a businessperson, a legal entity under public law or a special fund under public law, the court of jurisdiction for all disputes arising from the contractual relationship between the businessperson and "The company" shall be the location of the registered office of "The company".

(3) Should individual provisions of this contract be or become legally invalid, the remaining provisions shall remain binding. Where possible, the ineffective provisions shall be replaced by the statutory regulations. However, where this would represent an unreasonable hardship for either contractual party, the contract shall become ineffective in its entirety.

Provider:

S. Kostas - E. Iosifidis O.E.

Kifisias 48, Kalamaria, Thessaloniki, Greece, 55134 

V.A.T. number EL081991188

NOTES on privacy

Please note that "The company"), will store your data relating to the contractual relationship in accordance with  $4, unit 2 of GDPR  for the purpose of data processing. "The company"), reserves the right to transfer this data to third parties (e.g. payment service providers and shipping companies) to the extent necessary for fulfilment of the contract.