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TERMS AND CONDITIONS OF SALE “G. SAMARAS SA-MEDICAL GAS SYSTEMS”

  1. SCOPE

    The present Terms and Conditions of Sale (hereinafter “Terms”) shall apply to the formation and conclusion of any agreement pursuant to which “G. Samaras SA-Medical Gas Systems” (hereinafter “Seller”) sells products (including but not limited to materials, accessories, equipment and systems, hereinafter “Products”) and provides services (hereinafter “Services”), in Greece or abroad, to any client (hereinafter “Purchaser”). The Terms and Conditions are posted on the website: www.gsamaras.gr/it/terms-of-sale

  2. ORDERS

    • Order placement

      No Order shall be deemed to be accepted by Seller unless confirmed in writing by Seller (email, letter, fax).

    • Specifications

      The quantity, quality and description of and any specification for the Products shall be those set out in Seller’s quotation (if accepted by Purchaser) or the Order (if accepted by Seller). Seller reserves the right to make any changes in the specification of the Products which are required to conform to any applicable statutory requirements or, where the Products are to be supplied to Purchaser’s specification, which do not materially affect their quality or performance.

    • Order cancellation

      No Order which has been accepted by Seller may be cancelled, varied or suspended by Purchaser except with the agreement in writing of Seller and on terms that Purchaser shall indemnify Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation, variation or suspension.

  3. PRICES

    • Denomination price

      Unless otherwise indicated, all prices and amounts agreed upon between the parties are in Euros.

    • Price agreed

      The price of the products or services shall be the price stated in the Order as accepted by Seller or in the absence of such Order or acceptance, the written quotation of Seller. All prices quoted are valid for the period stated in the quotation (and if no period is stated, for up to 180 days only from the date of issuance of the quotation), after which time they may be altered by Seller without giving notice to Purchaser.

    • VAT, Transportation Costs

      Unless otherwise agreed in writing, the price does not include value added tax (VAT) or any taxation due because of the sale of the product and does not include the cost of transportation, packaging, insurance or import or export formalities. These shall be for the account of Purchaser.

    • Excluded in price

      • The price indicated in the Contract includes any costs which are for Seller’s account according to the Contract or these Terms and Conditions. However, should Seller bear any costs which, according to the Contract, are for Purchaser’s account (e.g. for transportation or insurance) such sums shall not be considered as having been included in the agreed price and shall be reimbursed to Seller by Purchaser.

      • The price is exclusive of any applicable goods and services tax (“GST”) or other government charge or duty, which Purchaser shall be additionally liable to pay at the rate and in the manner from time to time prescribed by law. If exemption from taxes is claimed, Purchaser must provide a certificate of exemption.

  4. TERMS OF PAYMENT

    • Payment

      Unless otherwise agreed in writing, the price for products or services sold shall be payable immediately upon shipment of the product or service. The amounts due shall be transferred to Seller’s bank and Purchaser shall be deemed to have performed his payment obligations when the respective sums due have been received by Seller’s bank in immediately available funds. Any shortfall in the performance of this obligation shall be a fundamental breach of contract on the part of Purchaser. All costs related to the method of payment shall be for the account of Purchaser.

    • Advance Payment

      Seller shall, irrespective of any payment terms agreed upon, at any time be entitled to require full or partial advance payment of the price for its products or services at a date indicated by Seller and to suspend the related production or delivery until this advance payment has been received. Without further indication, it will be assumed that such advance payment refers to the full contract price and that the advance payment must be received by Seller in immediate available funds at least 30 days before the agreed date of delivery or the earliest date of the agreed delivery period. If Seller has requested the advance payment of part of the contract price, the payment conditions of the remaining amount will be determined according to the rules set forth in this article 4.

    • Setoff

      All amounts due under the Contract to be paid by Purchaser to Seller shall be paid in full and without any deduction under whatever title and Purchaser shall not be entitled to assert any credit setoff or counterclaim against Seller in order to justify withholding payment of any such amount in whole or part. Seller will be entitled to offset amounts due by Seller to Purchaser against amounts due by Purchaser to Seller.

    • Settlement of outstanding amounts

      Payments received by Seller from Purchaser shall settle the amounts due by Purchaser pursuant to the Contract and these Terms and Conditions in order of outstanding debt collection costs, interest charges and the principle amounts due, irrespective of any different order indicated by Purchaser.

    • Immediately payable

      Any amounts which Purchaser owes to Seller under the Contract shall become immediately due and payable in full if:

      • Purchaser has failed to make a timely payment to Seller;

      • Purchaser has applied for or has been granted suspension of payments or goes bankrupt or when a similar situation occurs under the laws of the country in which Purchaser is established;

      • Purchaser has stopped or transferred his enterprise or part(s) thereof.

    • Cancellation fees

      Cancellation or modifications of all or part of any order are subject to Seller’s prior written consent in each instance. If cancellation or modification is allowed, Purchaser agrees to pay to Seller all expenses incurred and damage sustained by Seller on account of the cancellation or modification, plus a reasonable profit.

  5. DELAYED PAYMENT

    • Delayed payment interest

      If Purchaser does not pay a sum of money when this falls due, Seller is entitled to interest upon that sum from the time when payment is due to the time of payment.

    • Interest rate

      Unless otherwise agreed, the rate of late payment interest referred to in article shall be the appropriate late payment interest rate fixed by the law of the country of the currency of payment, in this case Greece.

    • Delivery to another customer

      Seller shall in the event of any overdue payment, have the right to deliver the products intended for Purchaser to another customer without Purchaser being released from the Contract as a result thereof. As soon as Seller will have received the arrears, a new delivery period shall apply as will at that time be usual for new orders.

    • Cancellation of Contract by Seller

      If after a demand notice sent to Purchaser, a payment still has not been received within a period determined by Seller to its sole discretion, Seller shall be entitled to cancel the Contract with immediate effect, either in whole or in part, without prejudice to Seller’s other rights. Seller may thus at its option by issuance of a written notification:

      • suspend any further deliveries, production or commissioning Products or Services under the Contract without any liability to Purchaser or cancel orders not delivered or executed;

      • request the return of all delivered Products along with shipping and handling charges to be determined by Seller. All returned Goods must be securely packed by Purchaser to ensure that returned material is not damaged during shipment; and

      • charge Purchaser for any costs Seller incurred prior to or as a result of such cancellation or return; or

      • terminate the contract and request full compensation for any actual and consequential damages sustained.

      The losses and damages in Clauses 5.4(B) and 5.4(C) shall include but are not limited to all costs, expenses and liabilities reasonably incurred by Seller in respect of Products that are partially completed or Services not fully performed as well as any costs, expenses and liabilities in expectation of the completion of the Products. Termination of the Contract by Seller shall not discharge Purchaser from any existing obligation accrued due on or prior to the date of termination.

      The same applies if Seller has not timely received the advance payment, documentary credit, securities, bank guarantee or letter of credit in accordance with the relevant articles in these Terms and Conditions.

    • Debt collection costs

      All costs, both extrajudicial and judicial (including the costs of legal assistance), incurred by Seller in the process of the collection of the amounts due by Purchaser pursuant to the Contract, shall be for the account of Purchaser and shall be reimbursed to Seller. The extrajudicial costs shall amount to at least 15% of the amount due, subject to a minimum of EUR 1.000,00.

  6. RETENTION OF OWNERSHIP

    • Transfer of ownerships title

      The ownership of all the products shall remain the sole and absolute ownership of Seller until such time as Purchaser shall have paid in full to Seller the agreed price for the products, all costs for services rendered in relation to these products, as well as all interest and collection costs due, all liquidated damages in the case of default, and, in addition, all other amounts that are payable or will, at a future point in time, become payable to Seller pursuant to any other existing or future agreement between Seller and Purchaser pertaining to the sale of the same or similar products and/or services.

    • Resale, Incorporation in Other Product

      In the event Purchaser resells the products or incorporates these in any other product before Purchaser has acquired ownership of the products in accordance with article 6.1, Purchaser will be deemed to do so on behalf of Seller, as Seller’s representative.

  7. TRANSFER - DELIVERY

    • General terms

      • Seller shall deliver the Products in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Purchase Order. Delivery shall be completed when the Products have been unloaded at the location specified by Seller and such delivery has been received by a duly authorized agent, employee or predesignated location.

      • Instructions by Purchaser to transfer Products to the account of another person are not effective until the written instructions are delivered to and accepted by Seller and the proposed transferee and all Charges relating to such Products have been paid. A charge will be made for each such transfer and for any re-handling of Products deemed by Seller to be required thereby. Seller reserves the right not to deliver or transfer Products to or for the account of any person except upon receipt of written instructions properly signed by Purchaser.

      • The interpretation of the Terms and Conditions of delivery shall be governed by the edition of the Incoterms issued by the International Chamber of Commerce that was the most recent at the time the agreement was entered into. The delivery period shall be based on the circumstances that apply at the time the agreement is concluded and on the timely delivery of the materials and Products ordered by the Company for the execution of the agreement. If any delay arises as a result of changes in these circumstances or because materials and/or Products which have been ordered in time for the execution of the agreement are not delivered in time, the delivery period shall be extended by a reasonable period taking all the circumstances into consideration.

    • Transportation

      When Products are ready for shipment, Seller shall: (i) inform Purchaser, and Purchaser will then promptly give shipping instructions to Seller; (ii) determine the method of transportation and shipment routing. If Purchaser fails to provide timely shipping instructions, Seller will ship the Products by normal transportation means to Purchaser or to a storage location selected by Seller. Purchaser will pay or reimburse any excess transportation charges for special or expedited transportation.

    • Storage
      • Passing of risk

        If Products are placed into storage, delivery occurs and risk of loss transfers to Purchaser when the Products are placed on the carrier for shipment to the storage location. If the Products are to be stored in the facility where manufactured, delivery occurs and risk of loss transfers to Purchaser when placed in the storage location. When conditions permit and upon payment to Seller of all amounts due, Purchaser must arrange, at its expense, to remove the Products from storage. Purchaser bears the risk of loss, damage or destruction of Products in storage.

      • Storage charges

        Purchaser will pay all Seller’s storage expenses, including but not limited to, preparation for and placement into storage, handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon receipt of an invoice(s) from Seller. In the event that an advance payment has been remitted or payment in full has been received but the Products sold remain in the warehouse, storage charges shall be computed as follows:

        • products placed in storage, from date of readiness of product through the end of a 3 month period shall be free of charge;

        • products placed in storage after the expiration of the 3-month period and for an additional three (3) months (3-6 months) shall be charged 1% of total invoice value up to a ceiling of 500€ per month;

        • products placed in storage after the expiration of the 6-month period and for an additional three (3) months (6-9 months) shall be charged 2.5% of total invoice value up to a ceiling of 750€ per month;

        • products placed in storage after the expiration of the 9-month period and for an additional three (3) months (9-12 months) shall be charged 5% of total invoice value up to a ceiling of 1000€ per month. In addition, Seller shall have the right to deliver the products intended for the Purchaser to another customer without the Purchaser being released from the Contract as a result thereof.

        • after the expiration of the 12-month period Seller may, upon thirty (30) days written notice to Purchaser, with or without cause, require the removal of the Products or any portion thereof and payment of all charges hereunder, whether or not there has been default by Purchaser. If the products are not removed, Seller may sell the Products and exercise any other rights it may have by law.

  8. WARRANTY

    • Scope of warranty

      Seller warrants to Purchaser that the Products will be free from defects in material and workmanship and will conform to Seller’s specifications, for a period of two (2) years from the shipment date, provided that the following conditions have been satisfied: (a) Seller is promptly notified upon discovery of any defect (but in no event later than two (2) months following the end of the warranty period) of any warranty claim; (b) Seller determines that any claimed defects in the products were not caused by it being a misuse, abuse, vandalism, neglect, improper handling, installation or shipment, unauthorized repair, purchase from an unauthorized source, alteration or accident or damage due to the elements or similar causes not within the control of Seller or its authorized supplier. Any modification of products by Purchaser, unless specifically authorized in writing in advance by Seller, shall invalidate the above warranty.

    • Seller’s obligations

      Upon determination by Seller that any product is defective and covered by this warranty provision, Seller shall at its option acting in its sole discretion, either (a). repair the product, (b). replace the product or (c). issue Purchaser a credit for the amount paid by Purchaser for the product under warranty. Seller shall have no other liability to Purchaser for products covered by the warranty provided herein.

    • Limitation of liability

      This warranty is extended to Purchaser only and is not transferable to subsequent purchasers or users of the products. Seller hereby expressly disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability and fitness for a particular purpose. This section 8 states Purchaser’s sole and exclusive remedy for a breach of warranty. No salesperson, representative or agent of Seller is authorized to give any guarantee or warranty or make any representation contrary to those contained in these terms.

  9. RETURNS

    • General terms

      Seller will only accept claims for return that relate to the quantity, weight or specifications of the Products, or if the Products do not conform to the sample(s) made available by Seller. Purchaser must inspect the Products immediately upon delivery. Claims for return concerning relevant defects that are apparent during the inspection of the Products, and claims for return in connection with the quantity, weight or specifications must be made in writing within two (2) months of delivery and include a full description of the alleged defects, in default of which any right to make a claim in these respects will lapse. Claims for return relating to other relevant defects must be made in writing within two (2) months of their discovery and include a full description of the alleged defects. No claims in this respect can be made when six (6) months have passed after delivery. To be eligible for a return, the Products should be in the same condition as delivered, sealed and intact in their original packaging, along with the original purchase invoice. Special order products shall not be accepted for exchange or return.

    • Seller’s obligations

      Without prejudice to the provisions of the preceding sub-clauses, in the event of a timely and justified claim for return, Seller shall only be obliged, at its option, to repair the Products, to replace them or to credit Purchaser for the defective Products. These General Terms and Conditions shall apply in full to replacements.

  10. FORCE MAJEURE

    • Seller shall not be liable to Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Seller’s obligations in relation to the Products, if the delay or failure was due to force majeure. For the purposes of this clause, force majeure shall mean any unforeseen event beyond the reasonable control of Seller such as, but not limited to, any act of government or any authorities, non-issuance of licenses, hostilities between nations, war, riot, civil commotions, civil war, insurrection, blockades, import or export regulations or embargoes, rainstorms, national emergency, earthquake, fires, explosion, flooding, hurricane or other exceptional weather conditions or natural disaster, acts of terrorism, accidents, sabotages, strikes, shortages in material or supply, infectious diseases, epidemics, as well as travel restrictions or travel warnings due to any such events.

    • If any delay in performing, or any failure to perform the Contract is caused by the delay of a subcontractor of Seller, and is beyond the control and without the fault or negligence of Seller, Seller shall incur no liability for such delay.

  11. MISCELLANEOUS

    • Modification

      No modification of the Contract is valid unless agreed in writing.

    • Validity

      The Contract and these Terms and Conditions supersede and invalidate all other commitments, representations and warranties relating to the subject matter thereof which may have been made by the parties either orally or in writing prior to the date of the Contract, and which shall become null and void from the date of conclusion of the Contract. Each party warrants to the other party that it has not relied on any such commitment, representation or warranty in entering into the Contract.

    • Conflicting Clauses

      In case of conflict between these Terms and Conditions and the Contract, the Contract shall prevail.

    • Partial nullity

      If any provision of the Contract is adjudged by any court or government agency to be invalid, void or unenforceable, such provision will be deemed deleted from the contract and the remaining provisions thereof will continue to be in full force and effect. In such a case, Seller and Purchaser shall make every effort to make a valid and enforceable contract in lieu of the ineffective provision, which will ensure the same or as much as possible approximate effect as the one which has become ineffective.

    • Assignment

      Neither the rights nor the obligations of Purchaser under the Contract may be assigned, transferred or otherwise disposed of, in whole or part, without the prior written consent of Seller. Seller will be entitled to assign all or part of its rights and obligations under Contract. Any references to Seller will then include this assignee.

    • Surviving provisions

      Articles 8, 12, 13 and 14 shall survive any termination of this Agreement.

  12. CONFIDENTIALITY

    Purchaser shall maintain the confidentiality of any business information which relates to Seller and not disclose it to any third party without Seller’s written consent; business information is to be interpreted in the broadest sense and includes any information which is disclosed to Purchaser by Seller or which comes to Purchaser’s knowledge in the context of the agreement. However, Purchaser may disclose business information to its employees, affiliated companies, agents or subcontractors only on a “need-to-know” basis, provided that such third party has been advised of the secret nature of the information and entered into a non-disclosure agreement with Purchaser.

  13. DATA PROTECTION

    • Scope of protection

      • In respect of the Processing of Personal Data by Purchaser or Purchaser’s personnel under or in connection with the Contract, Purchaser shall procure that Purchaser’s personnel shall:

        • only Process Personal Data to the extent required to provide the Services in accordance with the terms of the Contract or otherwise in accordance with documented instructions of Seller from time to time;

        • not otherwise modify, amend or alter the contents of Personal Data or disclose or permit the disclosure of any of Personal Data to any third party unless specifically authorized to do so in writing by Seller;

        • implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful Processing and against accidental or unlawful loss, destruction, damage, alteration or disclosure, to comply with Data Protection Legislation, and to ensure the protection of the rights of the Data Subject.

        • ensure that all Purchaser’s personnel engaged in the provision of the Services have entered into confidentiality agreements with Purchaser and shall further ensure that such personnel are made aware of and observe the obligations under the Contract with regard to the security and protection of Personal Data;

        • process the Personal Data in accordance with the Data Protection Legislation (as applicable) and not do or permit anything to be done which might cause Seller in any way to be in breach of the Data Protection Legislation;

        • provide written evidence of Purchaser’s compliance with Data Protection Legislation as may be requested by Seller from time to time;

        • cooperate and assist, as requested by Seller, and put appropriate technical and organizational measures in place to enable Seller to comply with any exercise of rights by a Data Subject under the Data Protection Legislation (including, without limitation, in relation to the retrieval and/or deletion of a Data Subject’s Personal Data);

        • not process the Personal Data anywhere outside the European Economic Area without the prior written consent of Seller (and subject then, in the event of any transfer outside the European Economic Area, to the execution of any document or agreement which, in the reasonable opinion of Seller, is required in order to lawfully effect any such transfer of Personal Data);

        • at the request of Seller or any competent regulatory or supervisory authority, submit for audit which shall be carried out by Seller, its authorized representatives (bound by a duty of confidentiality) and/or representatives of the relevant regulatory or supervisory authority, the Processing activities (and related facilities) carried out pursuant to the Contract; and

        • cease Processing the Personal Data immediately upon the termination or expiry of the Contract or, if sooner, the Services to which it relates and as soon as possible thereafter, at Seller’s option, either return, or delete from its systems, the Personal Data and any copies of it or of the information it contains and Purchaser shall confirm in writing that this condition (x) has been complied with in full. The provisions of this condition (x) shall not apply to the extent Purchaser is obliged by applicable law to keep copies of the Personal Data.

      • Purchaser shall notify Seller as soon as reasonably practicable and in any event within twenty-four (24) hours of:

        • any legally binding request for disclosure of Personal Data by a law enforcement or other competent authority unless prohibited by law from doing so;

        • any request received directly from a Data Subject without responding to that request, unless required by law or it has been otherwise authorized by Seller to do so;

        • eceiving any correspondence, notice or other communication whether orally or in writing from the Information Commissioner’s Office, any other relevant data protection regulator or any other regulator or person, relating to the Personal Data; and/or

        • becoming aware of a breach of the provisions of this condition 13.

    • Data protection incident

      • Without prejudice to the other provisions of this condition 13, if Purchaser or any member of Purchaser’s personnel becomes aware of any Data Protection Incident, then Purchaser shall promptly (but in any event within twenty-four (24) hours of discovery) notify Seller by telephone and by email. Purchaser shall, at no additional cost to Seller, provide Seller with all resources, assistance and cooperation as are required by Seller to notify the Information Commissioner’s Office and any other relevant data protection regulator (or analogous body in any other relevant jurisdiction and any bodies which may succeed or replace them from time to time) of such Data Protection Incident and for Seller to provide such reports or information as may be requested by them in relation to such Data Protection Incident and/or for Seller to notify the relevant Data Subjects of such Data Protection Incident, as applicable.

      • Where Purchaser sub-contracts any of its obligations under this condition 13, with the consent of Seller, it shall do so only by way of written agreement with the sub-Processor which imposes the same obligations on the sub-Processor as are imposed on Purchaser under this condition 13. Purchaser shall inform Seller of any sub-Processor in advance. In any event, Purchaser shall be liable for the acts and omissions of its agents, personnel and sub-Processors as if they were its own acts and omissions.

    • Privacy and data protection legal framework

      For the purposes of this article 13, the relevant terms and conditions shall be governed by, construed and interpreted in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) as well as the EU ePrivacy Directive 2002/58/EC, and any relevant transposition of, or successor or replacement to, those laws including without limitation when they come into force, and all other applicable laws, regulations and codes of conducts in any relevant jurisdiction relating to the Processing of Personal Data, as may be amended from time to time.

  14. DISPUTES-APPLICABLE LAW

    • Governing law

      The present Terms and Conditions shall be governed by and construed in accordance with the Law of Greece. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit all claims to the exclusive jurisdiction of the Courts of Thessaloniki, Greece, in respect of any dispute which arises out of or under this Agreement.

    • Translations

      The Greek language version of these Terms and Conditions will be the authentic and binding version. In case of any conflict, discrepancy or contradiction between the Greek version and translations, the version of the agreement in Greek language shall prevail for purposes of its performance, interpretation and settlement of disputes.