General Terms & Conditions of Sale

1. Scope: These general conditions of sale shall govern the Contract between the parties to the exclusion of any other terms of the Purchaser regardless of any specific or general conditions which may appear on the purchase order or other documents of the Purchaser. The “Contract” means the contract for the sale by ICR Ioannou S.A and purchase by the Purchaser of goods (hereinafter ‘Products’) whether present or future.

2. Offer, Conclusion of Contract: No offer shall be binding for the Seller unless expressly agreed in writing to be binding. The Contract shall become binding only once Seller has confirmed the order in writing.

3. Prices, Terms of Payment, Delay: The prices quoted by the Seller are in Euro currency and are based on the width and the development specifications provided by the customer. The invoice prices quoted are net and free of bank charges. Payment of the purchase price shall be made exclusively to the designated bank account of the seller, and evidenced only by written proof of the later. The parties recognize that due to the nature of the materials and due to the fluctuations of the prices in the raw materials market, the purchase price of the Products will be adjusted each time an order is placed and according to the standard prices assuming the fluctuation on the raw material prices exceed 5% of the total value. The Purchaser is not entitled to withhold part of the purchase price for any reason whatsoever or to make off with any claim against the Seller which has not been acknowledged and certified either following to an express agreement between the contracting parties to this agreement or by a competent Court / arbitration judgment. The Purchaser must not assign any claims to any third party without Seller’s prior written consent. If Purchaser fails to make payment when due, (a) Seller may (i) curtail or delay further shipments of Products until all outstanding amounts are paid, (ii) require cash payment on further shipments, (iii) cancel the Contract or the applicable shipment, (iv) require Purchaser to return to Seller or its designee any bill of lading or other document issued or to be issued in favor of Purchaser or providing for delivery of Products to Purchaser, (v) take any other action Seller deems appropriate in its sole discretion, and/or (vi) pursue any remedies available at law or as provided in the Contract, and (b) Purchaser shall reimburse Seller for Seller’s costs of collection, including legal fees and disbursements.

4. Delivery & Passing of Risk: Unless otherwise expressly agreed between the Seller and the Purchaser, the date/time of delivery of the ordered Products, as shown on the relevant product order confirmation, shall be indicative and by no means binding. Any modification or cancellation of the order requested by the Purchaser shall be subject to the Seller’s express agreement. Any such request by the Purchaser may only be taken into consideration if it reaches the Seller no later than seven (7) days before shipment of the Products. After this period, the order will be deemed valid and will have to be paid by the Purchaser. Neither party shall be liable for any consequential loss (loss of earnings, etc.) or for non-agreed penalties for non-performance or any loss incurred, which could not have reasonably been foreseeable at the time of the transaction. The Purchaser bears the risk of accidental destruction or deterioration of the quality of the Products from the time of delivery. However, if the Purchaser does not perform the agreed acceptance and receipt of the Products, he bears the said risk from such time as he was under a contractual obligation to take over the Products (fictitious delivery/takeover).

5. Warranties and Liability: The Purchaser must inspect and verify the condition and quantity of the delivered Products and notify in writing the Seller within (3) three working days after arrival at the agreed destination any (unauthorized) differences in quantity/weight or any damage/loss of the Products. Purchaser is solely responsible for determining the Product’s suitability for Purchaser’s intended uses and application. In case of defective Products, these claims of the Purchaser shall be submitted to the Purchaser within three (3) working days following the duly notification of the defect by the Purchaser, but in any event no later than seven (7) days from the date of delivery of the Products. Any claims communicated to the Seller after the above deadline shall be invalid and shall not bear any legal consequence. In any event the liability of the Seller will be limited under this value to the Products as shown on the invoices of the sale. The Seller shall not be responsible for any damage caused to the Products or for any non compliance with stated quality, if it is occurred as the result of following actions: a) improper transportation by the Purchaser b) incorrect maintenance, handling and storage by the Purchaser.

6. Sanctions & Claims: The Seller shall have the right to terminate this Contract  and claim any outstanding amounts with immediate ef­fect by giving written notice of termination to the Purchaser at any time, upon or after: (a)  any adjudication that the Purchaser is bankrupt or insolvent; (b) the filing by the Purchaser of any legal action or document seeking reorgan­ization, readjustment or arrangement of the Purchaser’s business under any law relating to bankruptcy or insolvency; (c) the appointment of receiver for all or substantially all of the property of the Purchaser(d) the institution of any proceedings for the liquidation or winding up of the Purchaser’s business or for the termination of its corporate charter(e) the assignment to third Party of all or substantially all of the assets of the Seller

7. Force Majeure: Seller shall not be liable or be deemed to be in breach of Contract by reason of any delay in performing or any failure to perform any of its obligations if the delay or failure was due to any cause beyond its reasonable control (‘Force Majeure’) including strikes, lock-outs, insufficient supply of materials or energy, lack of transport means and similar events or circumstances. This clause shall also apply if Seller’s suppliers suffer any of these Force Majeure events.

8. Retention of Title: Title to all delivered Products remains with ICR Ioannou S.A until the Purchaser has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Purchaser towards Seller arising under or in connection with the respective Contract have been fulfilled.

9. Intellectual Property: The intellectual property rights in any specifications written or determined by the Seller as well as samples, data sheets, specification diagrams, presentations patterns, etc. shall remain the exclusive property of ICR Ioannou S.A.

10. Place of Performance, Venue, Applicable Law: The place of performance is agreed to be Seller’s place of business as set out in the offer. These conditions of sale shall be construed according to the substantive laws of Greece and the parties submit to the exclusive jurisdiction of the Piraeus Courts.