jacup.com
General Terms for Supply of Goods or/and Services ILVIEF S.A.

General Terms for Supply of Goods or/and Services ILVIEF S.A.

 Article 1: General

1.- The Supplies of Goods (electrical equipment for industrial - business use) or/and Services {inter alia, installation, assembly, maintenance, repair, commissioning of electrical equipment} performed by ILVIEF S.A. (hereinafter referred to as ‘ILVIEF’) shall be governed by the following written agreements and documents, which constitute the entire “Supply/Procurement Contract” (or “Supply Contract” or “Procurement Contract” or “Contract” hereinafter) and which form the parts thereof, namely: a. The present General Conditions for the Supply of Goods or/and Services (hereinafter referred to as the "General Conditions"), b. Particular Terms that are expressly entered into and included in either a ILVIEF's written Offer/Proposal, accepted by the Purchaser, or a written Purchase Order issued by the Purchaser and accepted by ILVIEF, or in other written, specific, distinct agreements between ILVIEF and the Purchaser c. Drawings and technical specifications of the goods or/and services to which the parties refer to and their previous versions. The hierarchy among the provisions of the parts of the procurement contract in terms of validity in case of contradictions will be as follows: the newest provisions take precedence over the oldest and the provisions included in parts of the supply contract of special nature will prevail over provisions included in parts of the same of general nature. Without unconditional acceptance of the General Conditions by the Purchaser, the acceptance of ILVIEF's Offer/Proposal by the Purchaser or vice versa the acceptance of a Purchaser's order by ILVIEF shall not establish any contractual relationship between the parties and no entitlement/obligation shall arise on either side.

1.1.- Procurement of goods in principle relate only to the supply (typically design, manufacture, delivery) of the agreed goods failing into the scope of contract and in no way to the provision of related services, such as installation, assembly, commissioning (etc.), unless otherwise expressly agreed between ILVIEF and the Purchaser. In other words, the conclusion of a Contract for the Supply of Goods in no way renders the ILVIEF’s principal or ancillary obligation to install, assemble, perform tests in operational conditions (and so on) of goods, unless otherwise expressly agreed. In principle, such works, i.e. installation, assembly, operational testing, maintenance, repair and so on, shall be the subject of a separate and distinct Contract for the Supply of Services.

1.2.- The subject matter of the procurement of goods or/and services in question will only include the goods or/and services expressly defined in the parts of the “Supply/Procurement Contract”. Any other product or/and service, of any nature, not clearly described in the Contract, although it may be relevant to the subject matter of the procurement, shall constitute an additional obligation on the Purchaser.

1.3.- These General Conditions, once accepted by the Purchaser, shall also apply to all future procurements to be agreed between the parties in so far as they have not been modified in the meantime.

1.4.- Commercial transactional terms and conditions applied by the Purchaser will not be within the scope of the parties' relationships, even if ILVIEF is not expressly opposed to them. Even if ILVIEF refers to any document issued by the Purchaser containing commercial transactional terms and conditions applied by the Purchaser, such reference shall not render such terms and conditions, binding on the Parties.

1.5.- Oral, written or otherwise statements made by ILVIEF or the Purchaser prior to the conclusion of the Supply/Procurement Contract shall be legally non-binding. The relations of the parties will be governed solely by the Supply/Procurement Contract as defined above. In particular, the parts of the Supply/Procurement Contract are the only agreements between Purchaser and ILVIEF and all documents, email messages between the same or/and related third parties prior to the conclusion of the Supply/Procurement Contract, and any discussions and agreements, express or implied, oral or otherwise, which, however, have not been included in the Supply/Procurement Contract, shall be deemed not to be valid and have no legal effect, shall not bind the parties and shall not be taken into account for the interpretation of the terms of the Supply/Procurement Contract.

1.6.- All agreements between the Parties must be concluded in writing as a prerequisite of their existence and validity.

1.7.- With the exception of ILVIEF’s legal representatives and those attorneys specially authorized to do so no other person (such as employees, subcontractors etc) shall have the power to legally bind ILVIEF.

1.8.- Where any provision of the Supply/Procurement Contract is declared void or/and not applicable, the other provisions shall remain valid and binding in their entirety.

1.9.- Any delay in exercising any contractual or legal right of the contracting parties shall in no way be construed as a waiver of that right.

1.10.- Information made available from ILVIEF during the pre-contractual stage concerning the technical characteristics of goods or/and services (e.g. weights, dimensions, durability, tolerances, etc.) will be indicative and won’t be treated as warrantied features of the goods or/and services.

1.11.- ILVIEF's price lists, catalogues, technical descriptions, advertisements or promotional documents shall not constitute an offer.

1.12.- ILVIEF is obliged to provide Purchaser with a complete technical file (both in a physical and electronic form) on testing, installation, operation and maintenance of the goods, including, but not limited to, manufacturing drawings (preliminary, revisions and final construction drawings), diagrams, testing certificates, installation instructions, operation and maintenance manuals and, in general, all necessary documentation, so that Purchaser can make the most of the products.

1.13.- ILVIEF undertakes to supply the Purchaser within the prescribed time with goods or/and services of excellent quality, without actual defects or defects in title, in accordance with best practices - standards of the industry.

Article 2: Price – Terms of Payment

2.- In addition to the provisions set out herein below, the price of the goods or/and services and the terms of payment thereof shall be determined by the Quote, Purchase Order, or other written, specific, distinct agreements between ILVIEF and the Purchaser.

2.1.- The following shall apply in principle, unless explicitly agreed otherwise:

(a) Prices are quoted in EUR, VAT free.

(b) In the event of exports, Purchaser shall also bear customs duties or any other public charges.

(c) Prices apply only to the entire quantity of goods or/and services to be agreed upon.

(d) If the delivery of the goods has been designated by the Purchaser in a time after the calendar year of the conclusion of the Supply/Procurement Contract, ILVIEF shall be entitled to adjust the agreed price taking into account increases in raw material prices, labor costs and/or energy costs and any other costs associated with the supply, which have occurred in the meantime.

(e) Price shall be paid in full, without deducting any bank or other related costs, commissions, payment costs.

(f) Invoices and consignment notes issued by ILVIEF are received, sealed, signed and returned to ILVIEF by a person acting as the Purchaser's representative in fact for the receipt (without necessarily being the Purchaser's legal representative) and constitute complete evidence of the proper and timely delivery of the goods and/or services and of the price due for the goods and/or services.

(g) In the event of late payment by the Purchaser, ILVIEF shall be entitled to claim interest on late payment from the date of the start of the late payment until full and complete payment. Interest on late payments shall be calculated on the basis of the relevant interest rate in force at the time of the delay, as announced by the Bank of Greece. ILVIEF shall also be entitled for interest owed due to judicial procedures for collection, calculated on the basis of increased interest rate, according to the provisions of the Civil Code.

(h) If Purchaser delays agreed payments, ILVIEF is entitled to suspend the progress of operations and the delivery of the goods or the performance of the services concerned without Purchaser being entitled to claim any compensation for the subsequent delay.

(i) Bank guarantees/Letter of Credits (if any) shall be issued by a reliable financial institution, always on "demand" and shall be for an indefinite period unless otherwise agreed.

(j) No discount is granted on account of early payment.

(k) Purchaser shall have the right to set-off only in cases where Purchaser's claims against ILVIEF have been acknowledged in writing by the latter or by a final judgment against ILVIEF.

(l) Only after Purchaser has fully paid the agreed price shall Purchaser become the owner of the goods.

Article 3 : Tests

3.- ILVIEF shall conduct Routine Tests of the goods according to applicable international standards (FACTORY ACCEPTANCE TESTS) at ILVIEF’s plant (VIO.PA. of Α΄Industrial Area Volos Magnesia).

3.1.- ILVIEF will notify the Purchaser in writing of the scheduled date of the above routine tests, at least five (5) business days in advance, so that the latter can notify ILVIEF whether or not he wishes to attend the conduct of such tests. If the Purchaser expresses his intention to attend the routine tests, ILVIEF will inform the Purchaser of the relevant additional costs (if any). In case the Purchaser does not respond to the invitation of ILVIEF, ILVIEF will be entitled to conduct the tests without the presence of the Purchaser and then will notify the results to the latter.

3.2.- The Purchaser bears the costs of attending the routine tests (travel, labour, transport of the inspectors, accommodation, etc.) and he will be solely responsible for the complete safety of his appointed employees, representatives, associates (etc) during their presence at ILVIEF's plant.

3.3.- In the event that the Purchaser requests and ILVIEF accepts special – additional tests, the Purchaser will bear all relevant costs and the deadlines for delivery/shipment of the goods shall be extended for a minimum of time equal to the time required for the performance of the special – additional tests, unless otherwise expressly agreed between the parties.

3.4.- ILVIEF must comply with the results of the tests in order to eliminate any defect found in the goods following the tests.

Article 4 : Delivery Schedule – Deadlines

4.- The delivery schedule of the goods/execution of the services will be determined by the Quote, Order, or other written, specific, distinct agreements between ILVIEF and Purchaser and unless the parties reach a different agreement explicitly, the provisions below shall apply.

4.1.- ILVIEF will desing and submit for approval to the Purchaser, within five (5) days from the acceptance of an offer issued by the same by the Purchaser or the acceptance by ILVIEF of a purchase order issued by the Purchaser, final drawings for the construction of the goods. ILVIEF will perform the supply according to the final drawings approved by the Purchaser, but in case the final drawings approved by the Purchaser deviate signficantly from the preliminary specifications of the Purchaser's request of quotation that had been addressed to ILVIEF, resulting in additional costs for ILVIEF the parties should renegotiate and agree an adjusted final price.

4.2.- The agreed delivery schedule will be imperative if the Purchaser approves the drawings submitted to him by ILVIEF, as above, within five (5) business days from receipt, otherwise the deadlines borne by ILVIEF shall be extended to a minimum for a period equal to the time required for the approval of the construction drawings and their finalization. If time frames for delivery of goods are set in weeks or months, it is expressly agreed that the next working day of the day of approval of the final drawings by the Purchaser shall be taken into account for the calculation of the expiry of such deadlines.

4.3.- In case of a request from the Purchaser for modifications on approved construction drawings after the process of manufacturing the goods has already started, and always with the reservation on the one hand that the requested modifications are technically feasible and on the other hand an agreement is reached to adjust (increase) the price if requested deviations burden ILVIEF with additional costs, the deadlines for delivery shall be extended to a minimum for a time equal to the time required for the re-finalization of the construction drawings, unless otherwise expressly agreed between the parties.

4.4.- In any case, ILVIEF must carry out the supply in accordance with the technical specifications of the latest version of approved construction drawings.

4.5.- In principle, the delivery times shall be binding only if all documents, information, statements, consents, approvals, and general information to be provided by the Purchaser are provided in a timely manner and if the Purchaser fulfills its financial obligations towards ILVIEF in a timely manner.

4.6.- Unless otherwise agreed, delivery times refer to the delivery of goods EX WORKS/ILVIEF’s plant and do not include the time of transportation of the goods to their final destination.

Article 5 : Terms of Delivery – Transfer of Risk

5.- Unless otherwise agreed through particular terms or by reference only to INCOTERMS 2010 or 2020, the goods shall be delivered appropriately packaged EXW/ILVIEF’s plant (VIO.PA. – A’ INDUSTRIAL AREA VOLOS, MAGNESIA), provided that Purchaser is consistent in its financial obligations to ILVIEF up to the time of delivery. The goods are transported with care, liability, risk and Purchaser's cost. The transport costs and the insurance of the goods shall be borne solely by the Purchaser, who shall bear the risk and the cost of insurance of the goods from the beginning of the loading operation and onwards. For each delivery a Certificate of Delivery will be issued.

5.1.- ILVIEF, after successfully conducting the routine tests (or/and special - additional tests if expressly agreed), must notify the Purchaser of the readiness for delivery, either by e-mail or fax or any other suitable means, at least five (5) working days prior the scheduled delivery date. If delivery is delayed, for reasons not attributed to ILVIEF, it is presumed that the goods have been delivered and the Purchaser will be charged with a cost / storage fee (either in ILVIEF's warehouse or in a third party warehouse, with ILVIEF to choose at its absolutely free discretion), equal to 0.5% of the price of the goods if stored in ILVIEF's warehouse or to any amount specified by the third party's warehouse. In such cases, ie delayed delivery not attributed to ILVIEF, the Purchaser bears all risks from the scheduled delivery date and during storage. ILVIEF will arrange insurance for the goods against any risk (including risks during transportation to the warehouses) only upon explicit request and on behalf of the Purchaser, at a cost which must be paid in advance by the latter.

5.2.- Even where the Supply/Procurement includes assembly, installation, operational tests (and so on) of the goods on Purchaser's site, in respect of the delivery of the goods themselves and the transfer of the risk of accidental destruction or loss of the goods, the foregoing provisions shall apply unless otherwise agreed. In other words, a precondition for shifting the risk of accidental destruction or loss of goods is not the successful completion of the assembly, installation, operational tests (etc.) of the goods, if such operations are included in the Supply/Procurement.

Article 6 : Defects

6.- Purchaser is not entitled to refuse to take over the goods or/and services due to minor defects. Minor defects relate to a defect in goods or/and services which do not materially affect the use of the goods or/and services. Claims for minor deviations from the agreed quality or in cases where the defect is due to normal wear and tear, improper modifications by the Purchaser, misuse or maintenance by the Purchaser and in general on grounds and circumstances under the Purchaser's responsibility shall be excluded.

6.1.- ILVIEF shall be liable for actual defects (hereinafter referred to as defects), as follows: Defective goods/services should, at the discretion of ILVIEF, be repaired or replaced or reperformed, provided that the defects existed before the risk transfer time.

6.2.- The Purchaser must inform ILVIEF in writing in full of the defects without undue delay. Unjustified defect notices allow ILVIEF to claim from the Purchaser the costs incurred on that ground. ILVIEF should be given the reasonably necessary time to repair or replace the defective good or to reperform the service. The Purchaser shall pay ILVIEF any additional costs which the latter is required to incur in order to repair or replace the goods at a location other than the location of the principal Purchaser's installation or the place where the goods were originally intended to be used. A Purchaser's reductive right vis-à-vis ILVIEF shall be excluded in cases where the Purchaser has entered into an agreement with its customers conferring on the latter a wider range of rights than those provided for by law in cases of defective products.

Article 7: Warranty

7.- ILVIEF will provide a warranty for the goods or/and services for a specified time identified by the Quote, Order, or other written, specific, distinct agreements between ILVIEF and the Purchaser. The warranty shall be provided under the provisions of paragraphs 6.1 and 6.2 above and under the following provisions.

7.1.- The warranty covers defective products or/and services and relates solely to ILVIEF's obligation to repair or replace, at its discretion, all parts where defects have been shown to have been existed prior to the transfer of risk due to defective construction or inferior material in accordance with the following terms: The validity of ILVIEF's warranty assumes that the Purchaser, having immediately taken the appropriate measures to limit the effects of the malfunction, shall notify in writing and without delay ILVIEF and ensures the necessary time and conditions of repair or replacement. A prerequisite for the warranty is the previous fulfillment of the Purchaser's financial obligations towards ILVIEF. ILVIEF bears no responsibility in the event that after defect occurs third-parties are involved. Damages resulting from wear and tear due to normal use of the equipment are excluded from the warranty. Also excluded from the warranty are damages resulting from inadequate maintenance or storage, incorrect or negligent handling, misuse, use of inappropriate liquids and gases, incorrect flow or pressure, incorrect installation, frequency changes, changes in power supply quality, modifications made to the materials without the ILVIEF΄s approval, installations that took place without observing the technical specifications of the products and in general due to any reason not attributed to ILVIEF. The warranty is valid only if all the recommendations included in the "Instructions for installation, operation and maintenance" of the goods have been applied and if the installation, operation and maintenance have taken place by licensed electricians. The warranty is also considered to have expired if, while the equipment is to be put into operation under the supervision of ILVIEF, it is nevertheless put into operation in its absence, as well as when, in case of failure, no measures are taken to limit the effects of the damage. Repairing or replacing a specific item / component / material of the supply does not imply a postponement of the warranty period of the warranty as a whole. The individual defective item / component / material that has been repaired or replaced will be covered by an independent twelve (12) calendar month warranty from repair or replacement.

Article 8 : Supply of Services

8.- The scope, schedule and terms of successful completion of services will be determined by the Quote, Order, or other written distinct agreements between ILVIEF and the Purchaser and unless otherwise agreed in writing the provisions set out below will apply.

8.1.- The Purchaser is required to complete any pre-preparatory work in time to enable ILVIEF to provide the services (e.g. foundations, access, water supply networks, sewerage systems, electricity supply networks, etc.). Purchaser must also provide ILVIEF with the necessary documentation (drawings, diagrams, specifications, etc.) in good time to provide the services.

8.1.1.- Unless otherwise agreed, Purchaser shall at Purchaser's expense provide ILVIEF with all required scaffolding, lifting machinery, auxiliaries and generally consumables and supplies (e.g. fuels, lubricants, gas, electricity, water, heating, steam, compressed gases, lighting, etc.) for the performance of the services. In addition, Purchaser must provide ILVIEF with the necessary secure locations for the ILVIEFS's machines and all necessary safe passage through the site.

8.2.- Purchaser is required to issue all administrative permissions necessary for the performance of the services by ILVIEF at Purchaser's own expense and on Purchaser's behalf in due time, in accordance with applicable laws and regulations.

8.3.- In any case and depending on the nature of the project, Purchaser must ensure the best possible working environment for the performance of the services by ILVIEF's staff and subcontractors such as lighting, heating, security, protection, etc.

8.4.- Purchaser must provide IVIEEF’s employees or/and employees of ILVIEF’s subcontractor with access to all business facilities such as: access to toilets, dining rooms, changing rooms, storage areas for personal tools and equipment, etc.

8.5.- ILVIEF reserves the right to subcontract part of the works included in the works, however ILVIEF retains full responsibility towards the Purchaser for both the subcontractor and its staff and for the quality and timing of the services to be specified.

8.6.- Purchaser will be solely responsible for taking any measures considered necessary under the safety and health at work laws and will secure that ILVIEF’s employees or/and employees of ILVIEF’s subcontractors enjoy the maximum of proper safety and health conditions while their presence at Purchaser’s construction site performing their duties.

8.7.- ILVIEF shall be entitled to suspend the commencement or progress of the provision of the services if ILVIEF considers that the safety and health of its staff or of its subcontractor's staff is not warrantied.

8.8.- Deviations from the timetable for the provision of the services or suspension of the provision of the services shall occur if:
i. agreed,
ii. Purchaser has not provided the necessary conditions for the provision of the services in a timely manner;
iii. Purchaser delays scheduled payments to ILVIEF;
iv. changes are made to the applicable laws, regulations and rules in general so that changes are made to the scope of the services and/or the way in which they are implemented.
In the event of occurrence of the circumstances mentioned in ii above or/and iii above or/and iv above or/and par. 8.7 above, the Purchaser will be obliged to compensate all losses incurred by ILVIEF on these grounds without exception and to pay any additional costs of any kind incurred by ILVIEF.
Moreover, where, by reason of the conditions set out in ii above and/or iii above and/or iv above and/or par. 8.7 above, the delivery (or the keeping) of the goods at the construction site where the services were planned to be executed (whether the goods should be supplied by ILVIEF or by a third party) is prevented, the Purchaser will bear the risk of accidental destruction or loss of the goods and in any event the Purchaser will be required, on his own account, to ensure their storage and, in any event, protection and insurance against any external risk.

8.9.- Upon completion of the works, ILVIEF shall request in writing that the Purchaser perform an inspection of the services outcome within ten (10) days of the service delivery of such written notice. In the event of a finding of a defect, ILVIEF shall, within a reasonable period of time agreed with the Purchaser, remedy any defects.

8.10.- Successful completion of services will be certified by signing a delivery/receipt protocol. The services shall be deemed to have been properly executed, even if no delivery/receipt protocol is concluded, in the event that the Purchaser unduly refuses to take over the services or if the Purchaser has started using the facilities or equipment to which the services refer.

8.11.- If successful completion tests are agreed upon, if they do not occur within the time agreed by the parties, and this omission is due to the Purchaser, the works shall be deemed to have been successfully completed.

8.12.- In addition, in order to carry out tests for the successful completion of the services (including operational tests of the goods to which the services relate), the Purchaser must at his own expense provide ILVIEF with all the necessary scaffolding, lifting machinery, auxiliaries and generally consumable materials and supplies (e.g. fuels, lubricants, gas, electricity, water, heating, steam, compressed gases, lighting, etc.) and in general all conditions necessary for the safe conduct of such tests.

8.13.- If changes in applicable laws, regulations and rules in general necessitate changes in the scope and/or manner of execution of the services, the Purchaser will bear any and all additional costs incurred in performing the modified services and the implementation schedule of the services will be modified/extended accordingly.

Article 9 : Supply of Goods Including Installation and Commissioning

9.- Where the scope of the Supply/Procurement Contract refers to the supply of goods, including their assembly and installation and commissioning at the Purchaser's construction site, for the assembly, installation and commissioning, all the requirements set out in the paragraphs 8 to 8.13 above shall apply mutatis mutandis.

9.1.- Upon the arrival of the goods at the Purchaser's construction site, the Purchaser shall bear the risk of accidental destruction or loss of the goods and the latter at its own care and cost will have to ensure unloading, proper storage and full insurance against any external risk of the goods.

Article 10 : Intellectual Property

10.- ILVIEF shall supply the goods or/and services without infringing the intellectual property rights (i.e. industrial or intellectual property) of third parties.

10.1.- ILVIEF retains all intellectual property rights granted to it by the regulatory framework and any agreements between ILVIEF and third parties relating to the goods or/and services, including production processes, quotes and cost estimates submitted to the Purchaser, drawings, plans, illustrations, calculations, prospectuses, catalogues, models, trade marks, names, titles, and so on. Purchaser shall not have the right to make available to third parties and in general use in any way material of any kind on which ILVIEF exercises powers deriving from intellectual property rights granted to it, without the prior written, explicit consent of the latter.

10.2.- If ILVIEF's written documentation or/and production software are included in the deliverable goods or/and services, Purchaser shall be provided with a non-exclusive, transferable only in an unchanged form and only together with the right to use the good or/and service, license to use the written documentation or/and software, only to satisfy Purchaser’s need for assembly, installation, putting into service and/or maintenance of the goods or/and the use of the service output. If the goods or/and services to be delivered also include standardized software made available by third parties, the conditions of the proprietor of intellectual property powers on the software shall apply.

10.3.- The above provisions shall apply mutatis mutandis to material made available to ILVIEF by the Purchaser.

Article 11: Limitation of Liability

11.- Without prejudice to the mandatory provisions of law, ILVIEF’s overall liability for damages suffered by the Purchaser in the sense of the impairment of the existing property of the latter, as a result of one or more incidents of breach of the supply contract of any kind or/and tort of any kind in the context of the supply contract, attributed to negligent behavior (acts or/and omissions) of ILVIEF, of ILVIEF’s employees, sub-contractors, associates and in general of every person or/and legal entity for which ILVIEF could be held liable, is limited/capped at an amount equal to fifteen percent (15%) of the total budgeted net price of the supply/procurement {or in case of reduction of the initial budgeted total purchase price, in an amount equal to fifteen percent [15%] of the reduced total budgeted price; or in case the Purchaser terminates/withdraws form the supply/procurement contract for any reason whatsoever to an amount equal to fifteen percent [15%] of the materialized part of the procurement}. ILVIEF shall NOT be liable at all for any non - pecuniary losses, losses or anticipated losses of income or/and profits, losses by reasons of delay or inability of proceeding ahead with the supply/procurement contract, incidental, indirect or consequential damages of the Purchaser or any other person or legal entity whatsoever.

Article 12 : Force Majeure

12.- Neither party will be held liable if prevented from performing or becomes unable to perform any of its obligations under the supply/procurement contract due to events or/and circumstances of endogenous or/and exogenous origin which:
i) are beyond the reasonable control of the party affected and;
ii) the affected party could not reasonably have been expected to have prevented, avoided or overcome by exercising a standard of skill, care and diligence consistent with that of a prudent, competent and experienced person in the circumstances, such as indicatively:
(a) war, terrorist attacks, insurrection or similar events;
(b) strikes at any level and lock outs;
(c) acts of God, earthquakes, lightnings, cyclones, tsunamis, fires , explosions, floods, landslides, droughts or meteor;
(d) embargos;
(e) virus or other attacks against IT systems, interruptions in electricity supply, interruptions in water supply, interruptions in telecommunications;
(f) obstacles to the supply of raw materials and the provision of labor, due to national, european or international rules or/and governmental measures in order to address pandemic crisis;
(g) restrictions on capital movements, insolvency of cooperating credit institutions and / or key ILVIEFs;
(h) theft, robbery, vandalism;
(i) delays in the receipt of supplies by the key suppliers of the affected party due to cessation of production, suspension of production or even slowing down of the production rate, due to events or/and circumstances such as the above.
In such cases the affected party shall be excused for non performance and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

Article 13 : Assignment – Substitution – Subcontracting – Nature of Contract – Non Exclusivity

13.- The contracting parties shall not be entitled to assign their rights under the supply/procurement contract or to substitute themselves for their obligations, unless expressly agreed otherwise. However, a subcontract may be awarded by ILVIEF as already defined above.

13.1.- The supply/procurement contract shall in no way establish a company, joint venture or any other form of partnership between the parties. Each party is restricted from acting in the name and on behalf the other party.

13.2.- In no way does ILVIEF’s right to engage in supplies of similar goods or services to other Purchasers is restricted, while the Purchaser is not denied the right to resort to other suppliers/vendors for similar goods or/and services.

 

Article 14 : Confidentiality

14.- The term “confidential information” inter alia includes (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; (4) specifications, drawings, sketches, models, samples, tools, software, technical information, or other related information; (5) the existence and content of any mail between ILVIEF and Purchaser, contractual texts between ILVIEF and Purchaser, whether drafts or executed finals and any and all other communication between ILVIEF and Purchaser and its content.

14.1.- Either party may disclose confidential information to the other Party in confidence provided that the disclosing party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.

14.2.- When informed of the proprietary and confidential nature of confidential information that has been disclosed by the other party, the receiving party (“recipient”) shall, for an indefinite and unlimited period from the date of disclosure, refrain from disclosing such confidential information to any other third party without prior, written approval from the disclosing party and shall protect such confidential information from inadvertent disclosure to a third party using the same care and diligence that the recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The recipient shall ensure that each of its employees, officers, directors, or agents who has access to confidential information disclosed under this agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this agreement. The recipient of confidential information disclosed under this agreement shall promptly notify the disclosing party of any disclosure of such confidential information in violation of this agreement or of any subpoena or other legal process requiring production or disclosure of said confidential information.

14.3.- All confidential information disclosed under this agreement shall be and remain the property of the disclosing party and nothing contained in this agreement shall be construed as granting or conferring any rights to such confidential information on the other party. The recipient shall honor any request from the disclosing party to promptly return or destroy all copies of confidential information disclosed under this agreement and all notes related to such confidential information. The parties agree that the disclosing party will suffer irreparable injury if its confidential information is made public, released to a third party or otherwise disclosed in breach of this agreement and that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

14.4.- The terms of this agreement shall not be construed to limit either party’s right to develop independently or acquire products without use of the other party’s confidential information. The disclosing party acknowledges that the recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the confidential information. Nothing in this agreement will prohibit the recipient from developing or having developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in the confidential information provided that the recipient does not violate any of its obligations under this agreement in connection with such development.

14.5.- Notwithstanding the above, the parties agree that information shall not be deemed confidential information and the recipient shall have no obligation to hold in confidence such information, where such information:
(a) Is already known to the recipient, having been disclosed to the recipient by a third party without such third party having an obligation of confidentiality to the disclosing party;
(b) Is or becomes publicly known through no wrongful act of the recipient, its employees, officers, directors, or agents;
(c) Is independently developed by the recipient without reference to any confidential Information disclosed hereunder;
(d) Is approved for release (and only to the extent so approved) by the disclosing party; or
(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

14.6.- The parties shall have the right to archive confidential information by applying measures to prevent unauthorized access to the extent that archiving serves their legitimate interests and/or legitimate obligations.

14.7.- The parties shall not make public statements - any kind of communication concerning the cooperation between the parties unless expressly agreed otherwise.

14.8.- The parties' respective obligations shall continue to be borne by the parties for an indefinite period, even after the termination of the cooperation between them, in any manner and for any reason or reason whatsoever.

Article 15 : Processing of Personal Data

15.- ILVIEF and Purchaser assume responsibility, whether acting in their capacity as Controllers, Processors or Joint Controllers in the context of negotiations on the conclusion of the Supply/Procurement Contract, and in the context of its performance, to comply with their obligations under the applicable data protection legislation, in particular Regulation 2016/679/EU (GDPR). The parties promise each other that, if necessary,
appropriate contracts for the lawful processing of personal data will be concluded between them or/and with any third parties involved, as the applicable regulatory framework specifies. In any event, the parties shall ensure that they implement appropriate technical and organizational measures to ensure the adoption of an appropriate level of security to mitigate the risks associated with the processing of personal data and to satisfy all reasonably exercised rights of the personal data subjects.

Article 16 : Applicable Law - Jurisdiction

16.- Unless otherwise agreed between the parties in writing, the supply/procurement agreement/contract (including the validity and enforceability of the same), and any dispute arising from or in connection with the supply/procurement agreement/contract, the goods delivered or/and the services rendered by ILVIEF, shall be governed by, and construed in accordance with the laws of Greece and shall be brought and resolved exclusively before the competent Courts of Athens, Greece. Each party consents irrevocably to the exclusive jurisdiction of the said Courts, including injunctive measures and trials regarding enforcement proceedings.

Article 17 : Termination of Contract – Withdrawal

17.- The Purchaser reserves the right, unless otherwise agreed between the parties, to withdraw or terminate the contract in the event of the conditions provided for by the applicable law, in particular the provisions of Chapter 19 of the Second Book of the Civil Code on the "Works Contract", in which case the legal consequences envisaged therein occur.

Article 18ο : Final Provisions

18.- Any amendments to this General Conditions should be made in writing in order to be effective.