Scope. Customers within the meaning of these General Terms and Conditions of Sales are companies and private individuals. Orders, deliveries and other services performed by SCH shall be carried out solely on the basis of the following General Terms and Conditions of Sales, which the Customer accepts by placing an order or accepting delivery of the products. We shall not accept provisions in derogation of these terms unless they have been confirmed by SCH in writing.
Terms of Delivery. The delivery is made by collection by the Customer. SCH bears the costs of packaging of products. The place of fulfilment is Patras, Greece or any other place determined by SCH in writing. If SCH dispatches the delivery item to another location than the place of fulfilment, at the customers’ request, the risk shall be transferred to the customer, as soon as SCH has delivered the delivery item to the transport company, the carrier or any other individual or institution selected to carry out the transport.
Notice of Defects. The Customer is obliged to immediately examine delivered goods for obvious defects. If a defect is detected thereby, the Customer shall report this in writing (fax or e-mail notification is sufficient) to SCH without delay. A notice of defect may only be taken into account, if it is sent without delay, at the latest within seven (7) days of delivery. If a concealed defect is detected, a notice of defect shall be sent in writing directly on its discovery. A notice of such a defect may only be taken into account, if it is sent without delay on discovery of the defect, at the latest within one (1) year of delivery.
Warranties. In the event of a defective delivery, the Customer may choose between subsequent fulfilment (repair of the defect or delivery of non-defective items) and withdrawal from the defective delivery. If the Customer opts for subsequent fulfilment, SCH is obliged to either repair the defect or deliver non-defective items at its own choice. In the event of a failed subsequent delivery or defect repair, the Customer is obliged to accept a further attempt at subsequent delivery or defect repair, before claiming its further statutory warranty rights (reduction of the purchase price or withdrawal). The warranty period is valid for one (1) year, beginning on delivery of the items. Further claims on the part of the Customer are ruled out, particularly due to consequential damage caused by defects, provided that this does not result from the lack of assured specifications.
Limitation of Liability. COMPENSATION FOR THE BREACH OF SIGNIFICANT CONTRACTUAL OBLIGATIONS IS LIMITED TO PREDICTABLE DAMAGES TYPICAL FOR THE AGREEMENT, WHICH SHALL IN NO EVENT, EXCEED SO MUCH OF THE PURCHASE PRICE, AS IS APPLICABLE PROVIDED THE BREACH IS NOT DELIBERATE OR GROSSLY NEGLIGENT.
Terms of Payment. The purchase price shall be paid in full, before the shipment date unless mutually agreed otherwise by the Parties (Customer and SCH) in writing. In the event of payment default by the customer, we shall be entitled to demand the immediate surrender of goods already delivered without rescinding the contract.
Reservation of Title. The items supplied remain property of SCH until the full payment of their respective price. The processing and handling of products is always on behalf of SCH, as the manufacturer. SCH is entitled to process and sell the reserved items in due course of business, provided that SCH is not in default. Pledging or collateral assignments are not permitted. All claims arising from further sale of or other legal justifications in regards to the reserved items (including all balance claims from open accounts) are to be recovered entirely by the Customer in its own name. In the event of seizure of the reserved items by third Parties, the Customer shall inform the third party of the SCH’s ownership and inform SCH without delay. The Customer shall bear the costs and damages that arise from all the above.
Taxes. The Customer shall reimburse SCH for any federal, state or local excise of other tax, assessment, licence fee or any other charge, or increases thereof, which SCH might be required to pay upon the sale, production, transportation, delivery or use of the product.
Assignment. Neither this contract nor any right obligation hereunder is assignable or transferable by either party in whole or in part without the prior written consent of the other party and any such purported assignment without such consent shall be void, except that SCH shall have the right to assign this contract and its rights and obligations hereunder, without obtaining the prior written consent of the customer, to the entity with which SCH (a) merges, (b) sells a substantial part of its assets or business, or (c) sells a substantial part of its or business relating to the manufacture and/or sale of product. SCH shall also have the right to assign this contract, but not to delegate its duties hereunder, without the prior written consent of the customer, to any affiliate of SCH and SCH and its assigns shall have the right to assign any right to receive payment under this contract, without the prior consent of the customer, to any person.
Export Licences. Export shipments may be subject to issuance of a validated export licence by the local competent authorities and Customer agrees to supply SCH all end-user’s certificates and other user-related documentation necessary to procure such a licence.
Force Majeure. Neither of the Parties shall be liable for not fulfilling the agreement as a result of force majeure, particularly natural disasters, embargoes, terrorism (or the threat thereof), acts of war, unrest, labour disputes, suspension or interruption of operations due to extreme factors, administrative measures, and other events outside the reasonable control of the Parties, such as a shortfall of wafer deliveries. This includes cases of force majeure taking place at suppliers of the Seller. In such events, the Parties shall contact each other without delay and discuss the measures to be taken. The Parties undertake to re-enable the agreement’s fulfilment by all technical and economically reasonable means. However, this paragraph shall not relieve a Party of its obligation to make payments hereunder.
Data Protection. SCH and the Customer are obliged to maintain confidentiality concerning the details of their agreement. They shall make provisions that employees and third Parties entrusted with implementing the agreement are bound to this obligation of secrecy shall not use, or export, assign or otherwise transfer (whether by assignment, sale, operation of law or otherwise) to any person, entity or country, this supply agreement or any rights or obligations. This also applies to the presentation of the agreement for legal examinations or audits by legal consultants and tax advisors, investors, banks and other advisors.
Miscellaneous. The agreement shall be governed by Greek law. The Uniform Law on the International Sale of Goods as well as the Convention on Contracts for the International Sale of Goods shall not be applicable. In the event that one or several of these terms of business are invalid wholly or in part, this shall not affect the validity of the remaining provisions. The provision that is invalid in whole or in part shall be replaced with a stipulation that most closely approximates the economic outcome of the invalid stipulation.