General Terms of Purchase

1. General Provisions

1.1 These General Terms and Conditions of Purchase (“Terms”) shall be binding if they are applicable according to Alinda-Velco S.A.’s order and shall apply to all agreements concluded between Alinda-Velco S.A. or its affiliated company (i.e. a company which is directly or indirectly controlled by Alinda-Velco S.A.) listed in the relevant order (“Alinda”) and its suppliers of any goods or services to Alinda (“Supplier”).

1.2 Any contract between Alinda and Supplier shall be deemed concluded with the receipt of Supplier’s written confirmation with which Supplier accepts Alinda’s purchase order (“Purchase Order”).

1.3 Any deviating general terms and/or conditions of Supplier shall only be binding if they are explicitly accepted by Alinda in writing.

1.4 Any differing conditions or terms of purchase issued by Supplier are herewith objected to and shall not apply. Additions, modifications or limitations to the present “Terms” shall apply only if expressly approved by Alinda in writing.

2. Prices

2.1 Prices and currencies are as set out in the Purchase Order, unless otherwise agreed in writing.

2.2 Unless otherwise agreed in writing, the prices are in Euro and inclusive of all charges for delivery, carriage, packaging and duties, exclusive of VAT.

3. Conditions of Payment

3.1 If not agreed upon different terms of payment in writing, the purchase price shall be due within sixty (60) calendar days following the invoice date.

3.2 The invoice shall be received by Alinda within fifteen (15) calendar days following delivery of the goods or provision of the services to which the invoice relates.

4. Delivery and Acceptance

4.1 Unless otherwise agreed, Supplier shall deliver the goods or provide the services at the address shown on the Purchase Order and in accordance with the terms of the Purchase Order (including any Incoterms clause agreed) and the present Terms. Alinda may specify additional or special requirements for the delivery of goods and/or the provision of the services on the Purchase Order. Alinda may vary the delivery time and/or the delivery address at any time prior to delivery by providing Supplier with written notice of those changes.

4.2 Where a Purchase Order provides a time for delivery of the goods and/or services time is of the essence with respect to that delivery. If any goods arrive ahead of time, Alinda shall be entitled to reject the goods or store them at Supplier’s cost.

4.3 Alinda may carry out any reasonable acceptance tests of any goods or services or any part thereof. If any goods or services fail any acceptance test, Supplier shall at its cost immediately remedy any problem.

4.4 If Supplier makes partial deliveries and/or fails to deliver the total quantities as stipulated on the relevant Purchase Order, Alinda may cancel the entire Purchase Order at no cost to itself and may return any partial deliveries to Supplier at Supplier’s cost.

4.5 Supplier shall notify Alinda immediately if it becomes aware that the government or other authorities require Alinda to recall any or all of the goods supplied. Supplier shall use reasonable endeavours to provide replacement goods to Alinda as soon as possible. Supplier shall meet, on demand by Alinda, any reasonable costs Alinda incurs in purchasing alternative products and Alinda may recover such additional costs against Supplier as a debt due to Alinda.

4.6 Supplier will be liable for and agree to keep Alinda harmless from and indemnify Alinda against any loss, damage, injury, penalties, costs and expenses arising directly or indirectly from any delay in supply.

4.7 The receipt or signature of a delivery note by one of Alinda’s authorised officers or other associates shall not be considered as acceptance of either the quality or quantity of the goods. Alinda’ s acceptance of any goods will be subject to inspection and subsequent use of the goods.

5. Title and Risk

5.1 Title to any goods (including any parts or items supplied as part of a service) passes to Alinda on delivery.

5.2 Risk remains with Supplier until completion of delivery and acceptance of the goods by Alinda.

6. Supplier’s Warranties

6.1 Supplier warrants to Alinda that the goods supplied will: (a) be fit for the expected use and purpose; (b) conform to the specifications, design, quality, quantity, configuration, description and samples agreed and approved by Alinda; (c) be new and unused on delivery; (d) not be subject to any mortgage, charge, lien, encumbrance or retention of title; (e) be free from any defect (including any latent defect, such as genetically modified organisms) in design, materials and workmanship and not emit any contaminant or hazardous substance.

6.2 Supplier also warrants that: (a) Alinda’s ownership, possession, use or resale of any good or the use or result of a service supplied will not infringe any proprietary or other intellectual property right or interest of any person and Supplier must provide within the price any license or other authorisation from any person necessary in order for Alinda to obtain the full benefit and use of the goods or service; (b) all goods supplied and/or services provided will comply with all applicable laws or regulations for both the export of the goods from its country and the import of the goods into the country of destination and for the payment of any duties thereon. Supplier will, at its own cost, hold and maintain in good standing all necessary licenses, registrations, permits, authorisations, consents and approvals required by or from any governmental, provincial or local department or agency.

6.3 These warranties are additional to any other warranties given by Supplier or implied by custom or law, whether statutory or otherwise.

6.4 Supplier shall promptly remedy each warranty claim to Alinda’s reasonable satisfaction. Alinda may claim: (a) replacement or repair of the goods, or/and (b) reduction of price, or/and (c) compensation, or/and (d) set off against any amount Alinda may owe to Supplier.

6.5 Supplier expressly accepts that if Alinda has already used the goods at the time when any non-conformity is ascertained, Supplier shall, furthermore, be liable for such costs and losses as may be incurred and sustained as a result of a possible recall of Alinda’s products and the destruction or re-packaging thereof and for any possible damage to any final products caused by the non-conforming goods.

6.6 Subject to compliance with Supplier’s instructions for the storage of the goods, any non-conformity is regarded as having been present at the time of delivery of the goods, unless otherwise proven by Supplier.

7. Supplier’s Liability

7.1 Supplier shall be liable for product/service liability to the extent that it is shown that the defect can be attributed to the goods/services or Supplier’s instructions. Supplier shall indemnify and keep Alinda indemnified from any product/service liability which Alinda may incur in connection with the use of the goods/sevices.

7.2 In the event of legal proceedings being instituted against Alinda, Supplier shall be obliged to accept an action being brought against it by Alinda before the same court of law, under the application of the rules of law applicable to Alinda.

8. Intellectual Property

8.1 All proprietary rights in any intellectual property (including any design, data, specifications, know-how or any other form of intellectual and/or industrial property) that is specifically developed for Alinda as part of the provision of any goods or services will become Alinda’s property.

8.2 If Supplier challenges, harms or prejudices the validity or enforceability of such proprietary rights, Alinda shall without liability be entitled to immediately terminate any cooperation between the parties with immediate effect and to cancel any contract.

9. Confidentiality

9.1 All confidential information and any intellectual property provided by Alinda in connection with any Purchase Order remains at all times Alinda’s confidential and proprietary information and shall be used solely to complete the relevant Purchase Order and for no other purpose, other than where disclosure of such information is required by law. Any such information must be returned to Alinda at any time on request.

10. Force Majeure

10.1 Each party shall be relieved and excused from any delay(s) in performing or any failure(s) to perform, other than payment of monies, to the extent that any such delay(s) or failure(s) results from causes beyond the reasonable control of such party or/and its suppliers or/and auxiliary persons that make or will make performance without default impossible (“Force Majeure”), provided that, in order to avail itself of such excuse, such party must act reasonably and diligently to remedy the cause of the delay or to mitigate or overcome such delay(s) or failure(s) and in any case, it shall give the other party written notice of the Force Majeure promptly after discovery thereof.

10.2 In case of permanent Force Majeure, which is in any case a Force Majeure situation exceeding sixty (60) calendar days, either party may dissolve the relevant agreement without being obliged to pay any compensation.

11. Cancellation of Contract

11.1 Alinda shall have the right to cancel or suspend the Purchase Order or any uncompleted portion thereof, without being obliged to pay any compensation to Supplier in case of material adverse events, especially in case of changes in food legislation or/and import restrictions occurring between placing of Purchase Order and delivery of goods/services.

12. Applicable Law and Jurisdiction

12.1 The parties’ rights and obligations arising out of or in connection with Purchase Order, as well as any agreements or performance of agreements under these Terms shall be governed, construed, interpreted and enforced according to the laws of Greece, excluding principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.2 All disputes arising out of or in connection with these Terms or any agreement governed by these Terms, which cannot be resolved amicably, shall be settled by the competent courts of Alinda’s mother company headquarters’ place in Attica, Greece, without prejudice to Alinda’s right to initiate legal proceedings against Supplier in the country in which the registered office of Supplier is located.

12.3 Notwithstanding the above, in the event that Supplier is domiciled outside Greece and has entered into a contract with any of Alinda Group’s affiliated company incorporated outside Greece, these Terms and the contract shall be governed by and interpreted in accordance with the laws in force in the country of incorporation of Alinda’s affiliated company. The parties submit themselves to the jurisdiction of the courts in such country, without prejudice to Alinda’s right to initiate legal proceedings against Supplier in the country in which the registered office of Supplier is located.

12.4 The parties hereby consent to the jurisdiction of the courts as defined above and waive any objection or contest which they may have, now or hereafter, to venue of those suits, actions or proceedings.

13. Miscellaneous

13.1 In the event that any provision of these Terms shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.

13.2 Nothing in the relationship between Alinda and Supplier shall create an agency, partnership or joint venture between the parties.

13.3 No delay or failure to act is a waiver. No waiver is effective unless it is in writing.

These Terms are applicable with effect from 01.06.2020 and are subject to change at any time without notice. The current version of these Terms can be found at www.alindagroup.co. In case of inconsistency, only the Greek version of these Terms shall prevail over any translation of the Terms to another language.