These General Terms and Conditions of Sale are applicable for all sale transactions concluded between Obrascon Limited. A limited liability company established and operating under the laws and jurisdiction of the Republic of Cyprus, having its registered office at Maria House – 1 Avlonos street, 1075 Nicosia, Cyprus, company registration number 259893, EU VAT number CY10259893L (the Seller) as the seller and the party to whom the sale offer is addressed to (the Buyer). Any standard terms and conditions of the Buyer or any third Party terms and conditions are explicitly excluded between transactions between Buyer and Seller and explicitly do not apply and are waived related to sales transactions entered into between the Buyer and the Seller.
Seller and Buyer together referred to as “Party” or “Parties”
2. Subject matter of the Agreement
The Buyer shall buy certain goods (the Goods) from the Seller pursuant to the terms and conditions agreed under these General Terms and Conditions of Sale and Special Terms and Conditions stipulated in the relevant offers placed by the Seller and accepted by the Buyer. The General Terms and Conditions of Sale and the accepted relevant Offer constitute the effective and legal binding agreement on sale and purchase of the Goods (the Agreement).
3. Price of the Goods and payment terms
The price of the Goods is indicated in the Offer(s) of the Seller and are accepted by the Buyer. If the Buyer does not accept the price and/or offers and an alternative price for the Goods is offered by the Buyer to the Seller, such alternative price becomes binding to the Seller only if the Seller consents to it in writing. Otherwise it shall be deemed that the Parties did not conclude an Agreement on the sale and purchase of the respective Goods. Any prices indicated in the Offers shall be exclusive of Value Added Tax (“VAT”) and other relevant duties and taxes unless otherwise indicated. The Buyer shall pay for the Goods according to the terms agreed in the Agreement.
4. Specifications of the Goods and other documentation
The Parties may exchange specifications, user manuals, technical standards and/or other documents related to the Goods that are required in the course of the transactions with respect to such Goods. If such documentation has a mark of qualified use (such as “limited use”, “restricted”, “confidential’ or similar), the Party receiving such documents is prohibited to use such documentation for any other purposes than for the fulfilling of the Agreement and may not reproduce copy or convey in any manner such documentation to third persons.
The Seller delivers the Goods according to the delivery terms specified in Incoterms 2010 Conditions of Sale(s) specified on the Offer(s) of the Seller. Unless otherwise set out in the Offer(s), the default delivery term shall always be “ex-works” (EXW) warehouse or outsourced warehouse of Seller. Delivery terms are always in compliance with and connected to the “Incoterms® 2010 Rules”.
The Seller shall have the right at its sole discretion to (i) withhold the Goods and delay the loading thereof at the Buyer’s risk and expense until the full sales price of the Goods is fully paid by the Buyer or (ii) reject the partially paid Offer and return the part of the price paid for the Goods less the deducted penalty interest to the Buyer, or (iii) partially deliver the Goods pro rata parte connected to the payment received from the Buyer.
6. Risk of accidental loss of or damage to the Goods
The risk of accidental loss or damage of the Goods shall pass to the Buyer after the Seller delivers the Goods to the Buyer according to the delivery terms (Incoterms 2010 rules) specified in the Offer.
7. Inspection at delivery
The Buyer shall inspect the Goods upon delivery. Any claims of non¬-conformity of the Goods to the terms of the Agreement shall be made by the Buyer within a maximum of 1 (one) business day after becoming aware of any non-conformity, but not later than 3 (three) days after the Goods have been delivered to the Buyer.
8. Invoicing and payment
The Buyer undertakes to pay the Seller for the ordered Goods on basis of the pro-forma invoice issued by the Seller in accordance with the payment terms indicated in the Offer. Unless the Offer specifies otherwise, the Buyer must pay for the shipping costs of delivering the Goods to the Buyer and the Buyer is not entitled to invoice the Seller for such shipping costs.
The Buyer agrees to pay any taxes imposed by law upon or on account of the Goods ordered or services provided hereunder unless otherwise agreed.
10. Transfer of Title
Title to the Goods and economic ownership shall transfer to the Buyer upon payment of the total invoice amount of the Goods as indicated on the pro-invoice invoice of the Seller including any penalties (if any) related to the Agreement.
The Buyer is shall not be entitled to return the delivered Goods without prior approval of the Seller. If the return is approved by the Seller then the Buyer will be compensated according to the original invoice amount deducted with minimal 20% from the original amount to cover the damage and other related costs of the Seller.
12. Representations and warranties
The Seller represents and warrants to the Buyer that the Goods
- Are fit for sale;
- Are free from any defects that would affect its use for the intended purpose, unless otherwise specified;
- Conform to standards applicable for similar type of goods, unless otherwise specified;
- Are free of all aggravations, pledges, security interests or other encumbrances; and
- Comply with the applicable standards and product safety requirements.
Save from the cases then the Seller is liable for the damages sustained, the Buyer indemnifies the Seller against all claims by third parties in respect of any damage and liability and will compensate the Seller for any loss as well as the costs ensuing from such claims.
The Seller may terminate the Agreement in writing with immediate effect without having applied to the court or taking any other legal actions in case the Buyer fails to comply with the terms and conditions of the Agreement and fails to remedy any such breach or default within a maximum of 5 (five) business days after the Seller’s respective written notice.
Either Party may terminate the Agreement with immediate effect by giving written notice in case of:
- The other Party ceases or threatens to cease to carry on its business or goes into liquidation, if bankruptcy proceedings are initiated against the other Party or if an administrator or receiver is appointed over any part of its assets or if such Party; or
- If the execution of the obligations under the Agreement are not possible as a consequence connected to legal acts.
15. Rights after Termination
Unless terminated due to the breach of the Agreement made by a defaulting Party, in the event of any termination or expiry of the Agreement, neither Party shall be entitled to any compensation. If the Agreement is terminated due to one of the Parties’ fault, the aggrieved Party shall be return of what it has paid and/or supplied under the Agreement and compensated of direct damages related to the termination of the Agreement.
If the Agreement is terminated due to Buyer’s fault, the advance payment paid by the Buyer remains with the Seller and the Buyer is not entitled to its return. In such an event the advance and/or deposit payment paid to the Seller is considered as minimal and non-arguable compensation of losses incurred by the Seller due to the termination of the Agreement by Buyer.
Except as otherwise required by law or for the purposes of carrying out the intent of the Agreement, the Parties hereto agree to keep confidential and not to disclose or use for the benefit of themselves or for any other person(s) or body(ies) whatsoever the contents of the Agreement and/or any knowledge, information or data concerning the other Party’s business or Goods which may be communicated to them or which it may acquire by virtue of the Agreement (unless the specific information is freely and widely available from public information).
The Seller shall not be liable for indirect damage arising of the non-performance of the Agreement including all incurred losses of income of The Buyer.
If the Seller is over 30 (thirty) days in default with regard to the delivery date of the Goods, the Buyer shall have a right to terminate the Agreement and the Seller shall return to the Buyer the funds connected to the payment of the Goods paid by the Buyer and without any penalty interest rate.
All notices and other communications under the Agreement shall be in writing or in a format that is reproducible in writing and shall be deemed to have been received by a Party:
- If delivered by mail or courier service, unless actually received earlier, on the third business day after posting;
- If delivered by hand, on the day of delivery;
- If delivered by fax, on the day of dispatch if supported by a confirmation from the sender’s fax machine that the message has been properly transmitted-
- If delivered by e-mail, on the day of dispatch if supported by a receipt notice by the receiver that the message has been properly received. All notices and communications under the Agreement if to the Buyer shall be addressed to the contact details indicated in the Regular Customer Agreement.
19. Entire Agreement
The Agreement contains the entire understanding between Parties and supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to the Agreement.
If any provision of the Agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for whatever reason, the Parties shall amend the Agreement in such as manner to give effect to the spirit of the Agreement so far as legally possible. If the Parties fail to amend the Agreement, the provision which is void, invalid or unenforceable shall be deemed deleted and the remaining provisions of the Agreement will remain in full force and effect.
Neither Party may assign to third persons any rights or obligations under the Agreement without the prior written consent of the other Party. The Seller is freely allowed without the prior written consent of the other party to assign claims it has against the Buyer for debt or other collection purposes.
The Agreement (Offer, Special Terms, Incoterms and Conditions and the General Terms and Conditions for Sale) may only be amended in writing. Amendments made in any other format than in written format are null and void. For avoidance of doubt this does not restrict the right of the Seller to amend its General Terms and Conditions for Sale.
23. Force Majeure
Neither Party shall be liable for any failure to comply with the Agreement if such failure results from conditions beyond its control including changes to legislation, regulations, actions of any state authority, state administration or municipality institution, riots, military operations, state of war, natural disasters or other force majeure conditions. Parties shall have to continue performing their contractual obligations immediately after the end of the force majeure. Should a circumstance of force majeure last more than thirty (30) days, either Party may by written notice to the other party terminate the Agreement. Parties have agreed that fire, flood, theft or similar events shall not be considered as force majeure if it has been caused by the acts or negligence (omission) of the Buyer or if a third person is liable for such events to the Buyer.
24. Applicable law
The laws of the Republic of Cyprus shall apply to the implementation and interpretation of the Agreement. United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded and does not apply to the Agreement.
25. Dispute Resolution
Any dispute, controversy or claim arising out of or in connection with the Agreement shall be settled by way of negotiations. If the Parties fail to settle the dispute by way of negotiations within 30 (thirty) days after commencement of such negotiations, any such dispute shall be finally settled by the competent court in Nicosia under the laws of the Republic of Cyprus.