1.1 Contract Terms. These terms and conditions (the “Agreement”) constitute an integral part and are incorporated into any agreement between ELECTRICA SA and any of its customers, whether oral or written; between ELECTRICA SA and any customer that has executed a purchase order from ELECTRICA SA (a “Purchase Order”); and/or any customer of ELECTRICA SA that has requested and/or accepted labor, equipment, and/or other services from ELECTRICA SA (the “Products”). The terms and conditions set forth in this Agreement shall govern all transactions with ELECTRICA SA and its customers. ELECTRICA SA shall not be bound by, and specifically objects to, any term, condition or other provisions which are different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by customer in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise, unless ELECTRICA SA specifically agrees to any such provision in a writing executed by a duly authorized ELECTRICA SA representative.
1.2 Acceptance. An order or request for Products from ELECTRICA SA shall be binding on ELECTRICA SA only after execution of a Purchaser Order by customer, and the payment of the applicable down payment by customer in clear funds. Acceptance by ELECTRICA SA is expressly made conditional on customer’s acceptance of these terms and conditions. Customer shall be deemed to have agreed to the terms and conditions of this Agreement, and waived any objection to this Agreement upon the earliest to occur of any of the following: (i) customer’s execution of a ELECTRICA SA Purchase Order, (ii) customer’s acceptance of all or any of the Products from ELECTRICA SA, and/or (iii) customer’s request and/or proposal for delivery of the Products, whether oral or written.
1.3 Third Party Products. If this Agreement includes the sale of third party products not manufactured by ELECTRICA SA, then customer agrees and acknowledges that: (i) customer has made the selection of these products on its own, (ii) such third party products are being acquired by ELECTRICA SA solely at the request of and for the benefit of customer, (iii) no representation, warranty or guarantee has been made by ELECTRICA SA with respect to such third party products except as set forth in this Agreement, (iv) the obligation of customer to pay ELECTRICA SA for all Products is absolute and unconditional, (v) customer will assert no claim whatsoever against ELECTRICA SA with respect to any third party product, and will look solely to the manufacturer, as applicable, regarding any such claims or defects, and (vi) customer will indemnify and hold ELECTRICA SA harmless from and against any and all claims, regardless of the form of action, related to, resulting from, or caused by the third party products or any work or service provided by the manufacturer of such third party products.
2.1 Purchase Orders. Unless otherwise agreed to in writing or set forth in the Purchase Order, all prices quoted by ELECTRICA SA are based on EURO, and exclude the costs of insurance, packaging and shipping. All charges for customary packaging, shipping charges and insurance shall be added to the final invoice. FOB terms are set forth in Section 5.2 hereof. Domestic prices apply only to customers located in, and who will use the Products in, the GREECE International prices apply to all customers located outside of, or who will use or ship or facilitate shipment of the Products outside of, GREECE Unless otherwise stated, the Purchase Order shall only be valid for thirty (30) days from the date of the Purchase Order unless stated on a formal ELECTRICA SA quotation. Unless otherwise agreed to in writing by the parties, prices quoted by ELECTRICA SA are those current at the date of quotation and shall be subject to variation by ELECTRICA SA.
2.2 Delay in Acceptance of Delivery. Should the agreed delivery date be postponed by customer, ELECTRICA SA shall have the right to deliver any of the Products to storage at customer’s sole risk and expense, and all payments due ELECTRICA SA including storage fees shall be due upon delivery.
2.3 Escalation. Unless otherwise agreed to in writing, ELECTRICA SA reserves the right to increase all quoted prices to those in effect at the time of shipment, or in accordance with market conditions.
2.4 Inspection and Tests. The ELECTRICA SA Products are carefully inspected. All tests and/or inspections requested by customer in the presence of the customer or its representatives shall be additional charges at ELECTRICA SA’s rates then in effect and payable by customer within thirty (30) days from the date of invoice. In the event of any delay on the customer’s part in attending tests and/or inspections after the customer has received seven (7) days’ notice that the ELECTRICA SA is ready to perform the tests and/or inspections, the tests and/or inspections will proceed in the customer’s absence and the customer hereby agrees to accept and pay for such tests and/or inspections as if they had been performed in the customer’s presence.
Any sales, use or excise taxes, license or similar fees, which may be imposed upon the sale or use of the Products, or any duty or other import/export charges, including brokerage fees applicable to the shipment of the Products, shall be in addition to the quoted prices and shall be paid by customer within thirty (30) days after invoice date. Such taxes, when applicable, shall be paid by the Buyer unless Buyer provides a valid tax exemption certificate with their Purchase Order to ELECTRICA SA.
4.1 Due Date. Unless otherwise agreed to and set forth in the Purchase Order, ELECTRICA SA’s payment terms are as follows: Buyer agrees to full invoice payment by check, advance wire transfers, or credit/debit card payment on delivery of the products. All amounts payable to ELECTRICA SA shall be in EURO, and customer shall pay all such invoiced amounts in lawful money of Greece. Partial shipments shall be invoiced as made and payable by customer on delivery. All Products and/or other services provided by ELECTRICA SA and not subject to a Purchase Order shall be billed to customer at ELECTRICA SA’s standard rates then in effect, and payable by customer on delivery.
4.2 Late Payment. A service charge of one and one half (1 ½%) percent per month, not to exceed the maximum rate allowed by law, shall be made on any portion of customer’s outstanding balance which is not paid within thirty (30) days after original due date, which charge shall be determined and compounded on a daily basis from the due date until the date paid. Payment of such service charge shall not excuse or cure customer’s breach or default for late payment. In addition, in the event that customer fails to make any payment to ELECTRICA SA within this thirty (30) day period, including but not limited to any payment under any service contract, promissory note or other agreement with ELECTRICA SA, then ELECTRICA SA shall have no obligation to continue performance under any agreement with customer.
4.3 Payment of Lesser Amount. If customer pays, or ELECTRICA SA otherwise receives, a lesser amount than the full amount provided for under this Agreement, such payment or receipt shall not constitute or be construed other than as on account of the earliest amount due ELECTRICA SA. ELECTRICA SA may accept any check or payment in any amount without prejudice to ELECTRICA SA’s right to recover the balance of the amount due to or pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere shall constitute or be construed as an accord or satisfaction. ELECTRICA SA may suspend the performance of any of ELECTRICA SA’s obligations to customer until all amounts due and owing to ELECTRICA SA have been paid in full.
4.4 Default. Each of the following shall constitute an event of default under this Agreement: (i) a failure by customer to make any payment due ELECTRICA SA within ten (10) days of receipt of notice of non-payment from ELECTRICA SA; (ii) a failure by customer to perform any other obligation under this Agreement within ten (10) days of receipt of notice from ELECTRICA SA; (iii) a default by customer or any affiliate of customer under any other obligation to or agreement with ELECTRICA SA, or any assignee of the foregoing (including, but not limited to, a promissory note, lease, rental agreement, license agreement or purchase contract); or (iv) the commencement of any insolvency, bankruptcy or similar proceedings by or against the customer (including any assignment by customer for the benefit of creditors). Upon the occurrence of any event of default, at ELECTRICA SA’s election: (a) the entire amount of any indebtedness and obligation due ELECTRICA SA including interest thereon shall become immediately due and payable without notice, demand, or period of grace; (b) ELECTRICA SA may suspend the performance of any of ELECTRICA SA’s obligations hereunder, including, but not limited to, obligations relating to delivery and warranty services; (c) customer shall put ELECTRICA SA in possession of the Products upon demand; (d) ELECTRICA SA may enter any premises where the Products are located and take possession of the Products without notice or demand and without legal proceedings; (e) at the request of ELECTRICA SA, customer shall assemble the Products and make them available to ELECTRICA SA at a place designated by ELECTRICA SA which is reasonable and convenient to ELECTRICA SA; (f) ELECTRICA SA may sell or otherwise dispose of all or any part of the Products and apply the proceeds thereof against any indebtedness or obligation of customer due and owing to ELECTRICA SA (customer agrees that a period of ten (10) days from the time notice is sent to customer shall be a reasonable period of notification of sale or other disposition of the Products by or for ELECTRICA SA); (g) if this Agreement or any indebtedness or obligation of customer under this Agreement is referred to an attorney for collection or realization, customer shall pay to ELECTRICA SA all costs of collection and realization (including, without limitation, a reasonable sum for attorneys’ fees, expenses of title search, all court costs and other legal expenses) incurred thereby; and (h) customer shall pay any deficiency remaining after collection of or realization by ELECTRICA SA on the Products.
5.1 Delivery Date. All times or dates for delivery shall be calculated from the date of acceptance by ELECTRICA SA of a Purchase Order including the payment of all deposits as required, or from the date of receipt by ELECTRICA SA from the customer of all information and instructions as shall be necessary to enable the ELECTRICA SA to carry out the delivery of the Products, whichever shall is later. Delivery and completion schedules are approximate only and are based on conditions at the time of acceptance of a Purchase Order by ELECTRICA SA. ELECTRICA SA shall make every reasonable effort to meet the delivery date(s) quoted or acknowledged, but shall not be liable for any failure to meet such date(s). All agreements between ELECTRICA SA and its customers shall not be considered time is of the essence agreements for shipping and delivery purposes. Partial shipments may be made by ELECTRICA SA.
5.2 Risk of Loss; Title Transfer. Unless otherwise agreed to in writing, delivery shall be complete upon transfer of possession to common carrier, F.O.B. Shipping Point/Transport Agent whereupon all risk of loss, damage to or destruction of the Products shall pass to customer. Title to all Products shall only pass to customer upon full and complete payment of all amounts due and owing to ELECTRICA SA. All freight charges and other transportation, packing and insurance costs, license fees, custom duties and other similar charges shall be the sole responsibility of the customer unless otherwise agreed to in writing by ELECTRICA SA. In the event of any loss or damage to any of the Products during shipment, ELECTRICA SA and customer shall cooperate in making a claim against the carrier.
5.3 Non Conforming delivery. Buyer shall notify ELECTRICA SA of any visible defects, quantity shortages or incorrect product shipments within fifteen (15) days from the pick up date from our premises, warehouses, logistic center, factory pick up or delivery to Buyers site. Failure to notify ELECTRICA SA in writing of an visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return products on the basis of visible defects, shortages or incorrect shipments. ELECTRICA SA shall retain a security interest in the products until Buyers final payment to ELECTRICA SA for the products
5.4 Packing. Unless otherwise agreed to in writing, all Products shall be packed in accordance with ELECTRICA SA standard packing procedures.
5.5 Delay of Delivery. ELECTRICA SA does not accept liability for any loss arising from delay in delivery of products.
5.6 Ex Works. Unless otherwise agreed in writing, all ELECTRICA SA sales are deemed to be Ex works, Piraeus, Attiki,. GREECE.
Should F.O.B. be requested by the Buyer, then from the F.O.B. Shipping Point ELECTRICA SA shall have a purchase money security interest in the Products (and all accessories and replacements thereto and all proceeds thereof) until payment in full by customer and satisfaction of all other obligations of customer hereunder. Customer here by (i) authorizes ELECTRICA SA to file (and customer shall promptly execute, if requested by ELECTRICA SA) and (ii) irrevocably and coupled with an interest appoints ELECTRICA SA its agent and attorney-in-fact to execute in the name of customer and file, with such authorities and at such locations as ELECTRICA SA may deem appropriate, any Uniform Commercial Code financing statements with respect to the Products and/or this Agreement. Customer also agrees that an original or a photocopy of this Agreement (including any addenda, attachments and amendments hereto) may be filed by ELECTRICA SA as a Uniform Commercial Code financing statement. Customer further represents and covenants that: (a) customer will keep the Products in good order and repair until all amounts due and owing ELECTRICA SA have been paid in full, (b) customer will promptly pay all taxes and assessments upon the Products or the use thereof, (c) customer will not attempt to transfer any interest in the Products until all amounts due and owing ELECTRICA SA have been paid in full, and (d) customer is solvent and financially capable of paying the full quoted amounts for the Products.
7.1 Purchase Orders accepted by ELECTRICA SA are not subject to change by customer except upon written agreement by ELECTRICA SA.
7.2 Orders accepted by ELECTRICA SA are non-cancellable by customer except upon ELECTRICA SA’s written consent and payment by customer of ELECTRICA SA’s reasonable cancellation charges not to exceed thirty five (35%) percent of the price of the affected Products, plus any shipping, insurance, inspection and refurbishment charges. Please note that ELECTRICA SA shall have the right to cancel any unfilled order without notice to Buyer in the event that the Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business. Any order that can be cancelled or rescheduled by the Buyer may be cancelled or rescheduled by ELECTRICA SA, if notice is given to the Buyer.
7.3 Returns policy. Returns are acceptable only after written approval by ELECTRICA SA. Cables: Cable sales that require the cable to be cut are final and not returnable, nor refundable. Electronic Equipment: Electronic equipment sales are final and not returnable, nor refundable. Test and measurement Equipment: Test and measurement Equipment sales are final and not returnable, nor refundable. All other product sales including full drums of cables are returnable within seven (7) days of the purchase and the Buyer will be subject to a 25% restocking fee. Products qualified to be returned should be shipped back to the ELECTRICA SA main warehouse in Piraeus, GREECE. it is the Buyers responsibility to assume all related shipping costs, shipping insurance equal to or greater to the value of the products, taxes, import/export duties and fees. Items should be returned unused and in their original product packaging.
7.4 ELECTRICA SA shall have the right to change the manufacturer and/or design of its Products if, in the judgment of ELECTRICA SA, such change does not alter the general function of the Products, or if required by industry standards.
ELECTRICA SA will make every effort to complete shipment, but shall not be liable for any loss or damage for delay in delivery or any other failure to perform due to causes beyond its reasonable control including, but not limited to, acts of government or compliance with any governmental rules or regulations, acts of God or the public, war, civil commotion, blockades, embargoes, calamities, floods, fires, earthquakes, explosions, storms, strikes, lockouts, labor disputes, or unavailability of labor, raw materials, power or supplies. Should such a delay occur, ELECTRICA SA may reasonably extend delivery or production schedules or, at its option, cancel the order in whole or part without liability other than to return any unearned portion of any deposit or prepayment.
ELECTRICA SA makes no warranty for any Products made by persons other than ELECTRICA SA or its affiliates, and customer’s sole warranty therefore, if any, is the original manufacturer’s warranty, which ELECTRICA SA agrees to transfer to customer, as applicable.
10.1 In no event shall ELECTRICA SA’s liability under this Agreement exceed the amounts paid to ELECTRICA SA by customer for any Products or other services.
10.2 ELECTRICA SA SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE, GOODWILL OR ANTICIPATED PROFITS, LOSS OF STORED, TRANSMITTED OR RECORDED DATA, THE COST OF LABOR, RE-QUALIFICATIONS, REWORK CHARGES, DELAY, OR FOR ANY INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCTS. THE FOREGOING IS AN ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE PLACEMENT OF ANY ORDER FOR SERVICES OR PRODUCTS, OR UPON DELIVERY OF SAME.
Nothing contained in this Agreement shall confer any rights or remedies upon any third party beneficiary.
Customer may assign any of its rights or obligations under this Agreement without the advanced written consent of ELECTRICA SA and any attempt to do so shall be void. This Agreement shall inure to and be binding upon the parties and their respective successors, permitted assigns and legal representatives.
In the event that any dispute or legal action is brought arising from or relating to this Agreement or the breach, termination or validity thereof, the prevailing party shall NOT be entitled to recover from the other party any punitive, special, or consequential damages. The prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees incurred, together with such other expenses, costs and disbursements as may be allowed by law.
This Agreement may not be changed, modified or amended except in writing signed by duly authorized representatives of the parties.
This Agreement shall be governed by the laws Greek Rebublic . The venue and jurisdiction for all legal actions shall and must be Piraeus, Greece.
Except as set forth in any Purchase Order accepted by ELECTRICA SA, the terms and conditions of this Agreement, including any attachments or other documents incorporated by reference herein, constitute the entire agreement and the complete and exclusive statement of agreement with respect to the subject matter hereof, and supersede any and all prior agreements, understandings and communications between the parties with respect to the Products.
No provision of this Agreement which may be deemed unenforceable will in any way invalidate any other portion or provision of this Agreement. Section headings are for convenience only and will have no substantive effec
No failure and no delay in exercising, on the part of any party, any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude the further exercise of any other right.
Any notice or other communication under this Agreement shall be deemed properly given if given in writing and delivered in person or mailed, properly addressed and stamped with the required postage. Either party may front time to time change such address by giving the other party notice of such change in accordance with this section.
Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other that it reasonably knows to be confidential.
The rights and remedies afforded to ELECTRICA SA under this Agreement are in addition to, and do not in any way limit, any other rights or remedies afforded to ELECTRICA SA by any other agreement, by law or otherwise.
Customer represents, warrants and covenants that its acquiring the Products for its own end use and not for reselling, leasing or transferring to a third party (except for lease-back financing).