1. Preamble
Any order requires and entails the unconditional acceptance of the present general conditions of sale. These terms may not be modified by any contrary terms that may appear on the Βuyer's order form, or in the Βuyer's general purchase conditions, or, in general, in the Βuyer's commercial documents, regardless of the date on which such contrary terms are formulated, except with the prior written consent of Aliaxis Greece which applies only to the specific order.
2. Orders.
Each order must include all the necessary information for its proper execution. Each order binds Aliaxis Greece, provided that it will be accepted, from the date of its acceptance, which is valid and can be proved only by a relevant document of Aliaxis Greece. No order may be modified or cancelled, in whole or in part, by the Buyer after 24 hours have elapsed since the order was received by Aliaxis Greece, unless Aliaxis Greece consents in writing to the cancellation or modification of the order.
3. Deliveries
Unless otherwise agreed: (i) the delivery of the products within the boundaries of the prefecture of Attica takes place at the point indicated by the Buyer and the relevant transport costs are borne by Aliaxis Greece, (ii) the delivery of the products outside the boundaries of the prefecture of Attica is carried out to a carrier indicated by the Βuyer and the transport costs to the Buyer's facility are borne by the Βuyer.
Aliaxis Greece reserves the right to make partial deliveries, as well as the corresponding partial invoicing, without any right of cancellation or compensation for the Buyer. Aliaxis Greece will make every reasonable effort to comply with the delivery time set for each order. However, the delivery time is agreed indicatively and so any excess of it may not cause any damage, penalty, claim for compensation or cancellation of the order. In addition, the delivery time depends on the timely receipt of all information to be provided by the Buyer to Aliaxis Greece. Upon delivery, the Βuyer checks the nature, condition, quantity and generally the compliance of the delivered products with the content of the relevant order. In any case, any reservation or disagreement regarding the conformity of the delivered products with the order must be stated by the Buyer explicitly and in detail on the delivery note upon receipt of the products and notified in writing to Aliaxis no later than three days from the receipt of the order. The Buyer must provide any information/ explanation regarding the non-compliance of the products and take all measures so that Aliaxis Greece can ascertain/confirm such non-compliance. Return of products may be accepted only with the prior consent of Aliaxis Greece which Aliaxis Greece may refuse at its sole discretion. No returns will be permitted after 30 (thirty) days from the date of issue of the relevant invoice. Products related to special orders that are considered special pieces and Aliaxis Greece does not keep them in stock, they may not be returned.
4 Invoicing – Payment
Aliaxis Greece retains ownership of the products delivered until the relevant invoice is paid in full. As the holder of the products, the Buyer assumes safekeeping, risks and responsibility for them, at his own expense. Products are priced at the price valid on the date of their order. Aliaxis Greece reserves the right to change prices of the products at any time and especially to adjust the price of the products if the cost factors that (co)determine the price (including, but not limited to, purchase prices of the products, raw materials, transportation, personnel costs, insurance, exchange rates, taxes and other financial charges) increase. . In the event that the delivery date of the ordered products is extended, at the request of the Buyer, beyond the initially agreed time, Aliaxis Greece reserves the right to adjust the price of the products, if, by the extended agreed date of delivery of the products, the aforementioned cost factors that (co)determine the price of the products increase. The Buyer must always request confirmation of the discounts listed on his/her discount slip. In case of payment by bank deposit, it is necessary to indicate Buyer’s name and VAT number. In case of late payment of an invoice, Aliaxis Greece may suspend the execution of all orders of the Buyer that are in progress. In the event that the Buyer fails to pay the amount of the relevant invoice within the agreed time limit, in whole or in part, Buyer shall be in default without any further notice being required. If Buyer becomes in default as above, then Aliaxis Greece will be entitled to statutory interest on the outstanding invoice, including VAT. Aliaxis Greece expressly reserves the right to exercise its other rights and in particular to seek compensation for any further damage suffered as a result of the Buyer's default.
5 Warranty
To the exclusion of any other warranty or liability, Aliaxis Greece warrants that for a period of one year from the day of sale all products comply with the manufacturer's applicable specifications regarding the materials and workmanship of the products. This warranty is expressly limited to the replacement of defective products or the refund of the appropriate price, at the discretion of Aliaxis Greece. This warranty does not cover consumables, tools and fixing equipment. This warranty does not cover claims (i) relating to indirect or consequential damages, non-pecuniary damages or penalties, (ii) related to labor, dismantling and resettlement of products costs, (iii) related to lost profits and consequential damages, including but not limited to the inability to use the products, the non-conclusion or non-performance of another contract, any associated costs, costs of business interruption and the general consequences of delays, etc. Any claim based on this warranty must be notified in writing to Aliaxis Greece (i) prior to the expiration of the warranty period and (ii) no later than 30 calendar days after the defect is found. In the relevant request the serial number of the guaranteed product must be indicated. The guaranteed product must be returned to Aliaxis Greece without delay for inspection, unless otherwise agreed in writing. The use of the defective product must be discontinued as soon as the alleged defect becomes apparent. This warranty does not apply: (i) for damages caused by the installation or use of the products with other products that do not belong to the same series or are not compatible with the guaranteed products, (ii) for immediately obvious or immediately visible defects which the Buyer is obliged to bring to the attention of Aliaxis Greece in writing within 3 days from the date of delivery, (iii) for defects due to improper use of the products, outdoor storage or prolonged storage, for defects due to transportation, poor handling, vibration, installation error, improper maintenance and/or use, abnormal mechanical, environmental or working conditions or any act or omission of the Buyer, end user or any third party; (iv) for products that have not been installed, used or maintained in accordance with the technical specifications and instructions of the manufacturer and/or Aliaxis Greece or in violation of good practice, (v) for products that have been disassembled, repaired or modified, (vi) for defects related to wear and discoloration, (vii) for defects caused by force majeure events. This guarantee does not exclude any applicable legal guarantees and in no way affects the exercise of the relevant rights.
6. Liability
In no event shall Aliaxis Greece be liable for any direct or consequential damages, loss of profit, and/or order, and/or customer, damage to the image and reputation of the Buyer's brand or business and professional loyalty, damage due to delay. Aliaxis Greece's liability is limited to the invoiced value of the products, excluding VAT. This clause does not exclude liability based on mandatory provisions or the exercise of the related rights of consumers. Αny misprints do not create any obligation for Aliaxis Greece.
7. Force majeure
In case of force majeure or circumstances beyond the control of Aliaxis Greece, such as indicatively and not restrictively, in the event of: (i) a disaster affecting all or part of the facilities and means of production, or storage, or marketing of Aliaxis Greec,e or the companies of Aliaxis group of companies, or other suppliers and partners of Aliaxis Greece, (ii) public riots, wars, strikes, riots, government actions, epidemics, (iii) blocking means of transport and communication, interruption of energy supply, (iv) shortages in the means of production, shortages or delays of Aliaxis Greece's suppliers or partners, obstruction and/or interruption of supplies and/or deliveries of Aliaxis Greece or its suppliers, service providers, carriers and/or subcontractors which prevent Aliaxis Greece from delivering the products that are the subject of an order, Aliaxis Greece is relieved of its obligations and does not bear any responsibility for any damage that may result from the total or partial non-execution of the order. If as a result of a force majeure event, the execution of the order becomes impossible within a reasonable time, each of the parties has the right to withdraw from the sales contract by simple written notice to the other party and without either party being entitled to compensation.
8. Intellectual Property
The Buyer acknowledges that Aliaxis Greece and the Aliaxis Group of Companies have the exclusive ownership and/or right to exploit all intellectual and industrial property rights associated with the products (including but not limited to any claims thereon and in addition to any future such copyrights. The Buyer undertakes to respect these rights and, among other things, undertakes not to modify or remove any reference to the intellectual and/or industrial property rights of Aliaxis Greece and/or the Aliaxis Group of Companies and/or any third party in the products and/or accompanying documents, as well as not to resell the products under another name or trademark.
9. Personal data
10 Compliance
The Buyer undertakes that it will not (directly or indirectly) sell, transfer, trans-ship or otherwise dispose in any way of the products (i) to individuals and/or entities targeted by financial or economic sanctions; and/or (ii) with knowledge or reason to believe that the buyer and/or end user may use the products for any prohibited end-use (such as in relation with nuclear, chemical or biological weapons or missiles, any other military end-use in a country subject to an arms embargo or as parts for military items). In addition, the Buyer agrees to provide the Company with any information necessary to comply with export control and/or sanctions laws and regulations.
11. Commitment of the parties
Aliaxis Greece is committed to a responsible approach that all customers, distributors, suppliers or other stakeholders must comply with. The parties shall demonstrate transparency in commercial transactions, and shall respect laws and regulations on corruption and personal data processing. The parties shall promote diversity and equality at a social level, ensuring the health and safety of all workers, while respecting labour law. Finally, the Parties shall make every effort to effectively reduce the carbon footprint they cause, promote reuse, purchase, use resources responsibly, better manage waste in accordance with applicable regulations and raise awareness among their managers, members and employees to this end.
12. Applicable law and jurisdiction
These terms are subject to Greek Law. Any dispute arising in relation to the validity, interpretation and enforcement of these terms and the orders regulated by them shall be subject to the exclusive jurisdiction of the competent Courts of Athens.