General Terms and Conditions

FLEXOPACK SA.

Version: February 2015

  1. DefinitiONS
    1.1   The following definitions are used in these General Terms and Conditions:
    1. “Flexopack”: Flexopack SA, an incorporation established and organized under the laws of Greece with its registered office in  Thessi Tzima, Kropia , Attika, Greece;
    2. Purchaser”: a private individual or a legal entity that wishes to conclude or has concluded a Contract with Flexopack, or that receives a Quotation for that purpose;
    3. Quotation”: an offer by Flexopack  to the Purchaser for the sale and delivery of Products or Services;
    4. “Purchase Order”: an order placed by a Purchaser for the purchase by Flexopack of Products and/or Services;
    5. Contract”: any contract (including any acceptance , oral or written of a Purchase Order)   for the sale of Products and/or Services by Flexopack and delivery of Products and/or Services to the Purchaser, any addition or amendment to this, and any and all acts (including legal acts) carried out in preparation and performance of the Contract.
    6. Products”: all goods sold and to be sold by Flexopack under a Contract;
    7. Services”: all activities (in whatever form and however they may be referred to) carried out by Flexopack for the Purchaser under a Contract.
    8. General Terms and Conditions”: these General Terms and Conditions.
    9. "Consequential Damages" means special, incidental, indirect, exemplary, punitive or consequential damages, loss of revenue, loss of profits, loss of production, loss due to business interruption, loss of goodwill or credit, loss of reputation or future reputation or publicity, loss of use, loss of interest, damage to credit rating, loss or denial of opportunity, loss of anticipated savings, or increased or wasted overhead costs; or which relate to additional expenses incurred or rendered futile; or which is not a natural or immediate consequence of the cause of action; or which is suffered as a result of a claim by a third party; or which consists of a claim for personal injury or damage to property, whether in contract, tort, statute or otherwise; or any other economic or non-economic loss in the broadest sense of the word, including end buyers and personnel of the Purchaser.

  1. APPLICABILITY
    2.1   The General Terms and Conditions are applicable to and form part of every Quotation and every Contract. The General Terms and Conditions are also applicable to every request for and any negotiations about a              Quotation or a Contract.
    2.2   If there is an inconsistency between these General Terms and Conditions and the Contract, the provisions of the Contract will prevail.
    2.3   General Terms and Conditions of the Purchaser are not applicable and Flexopack hereby rejects them explicitly.
    2.4   Amendments to these General Terms and Conditions will only apply insofar as Flexopack has explicitly accepted them in writing, and they will only apply to the Contract(s) in question.

  2. QUOTATION

3.1   Unless Flexopack  has explicitly determined otherwise in writing, all Quotations are subject to contract and may always be cancelled.

3.2   Unless Flexopack has explicitly determined otherwise in writing, a Quotation will in no event remain valid for more than thirty (30) working days after being issued.

  1. CONTRACT
  2. A Contract is concluded : a) once Flexopack has received the Purchaser’s written acceptance of the Quotation and Flexopack has not cancelled the Quotation within 4 (four) working days of that acceptance and b) once Flexopack accepts   a Purchase Order as provided for in 4.3
  3. If the acceptance  in relation to a Quotation includes reservations or changes in relation to the Quotation, then, notwithstanding the preceding paragraph, the Contract will be concluded if Flexopack  has informed the Purchaser that it agrees to these reservations or changes.
  4. If no Quotation has been issued and the Purchaser has (with or without a framework agreement) placed a Purchase Order with Flexopack , the Contract will be concluded once Flexopack  has accepted the Purchaser’s order. This acceptance is effected by sending an order confirmation or by commencing performance of the Contract.
  5. Flexopack cannot be obliged to commence performing a Contract before having received all the requisite information from the Purchaser.
  6. Amendments to the Contract only apply insofar as Flexopack has explicitly accepted them in writing, and they will only apply to the Contract in question. Amendments can lead to an adjustment in the original period of delivery.
  7. Flexopack is not bound by undertakings given by its non-management personnel unless Flexopack has confirmed them in writing
  8. PriCES AND RATES
  9. Unless otherwise determined in the Contract, prices and rates are exclusive of Greek  VAT. The amount of VAT, where and when applicable, shall be calculated at the prevailing VAT rate at the time of invoicing.  If the VAT rate is varied, the consideration payable for any supply under this agreement will be varied to reflect the change of rate and any reduction in any other tax, duty or statutory charge connected with the rate change. The prices of Products are based on delivery Ex Works in conformity with the Incoterms 2010. Prices include standard packaging costs..
  10. Flexopack will notify the Purchaser as soon as possible about any changes to prices of Products and Services.
  11. DELIVERY OF PRODUCTS
  12. Products are delivered Ex Works in conformity with the Incoterms 2010. Unless otherwise determined in the Contract, the place of delivery is where Flexopack has its registered office. The Purchaser bears all risks of damage to or loss of the Product from the time that Flexopack has made the product available at the place of delivery.
  13. Flexopack is entitled to deliver the Products in instalments and/or in parts.
  14. The Purchaser is obliged to cooperate with the delivery and to take delivery of the Products. If for whatever reason the Purchaser is not able to take delivery of the Products at the agreed time and they are ready for delivery, Flexopack will, if it has sufficient storage, keep and protect the Products and take all reasonable measures to prevent any deterioration in quality. The Purchaser is obliged to pay Flexopack the rate for storage customarily charged by that Flexopack or, if it has no such rate, to pay the rate that is customary in the sector from the time that the Products are ready to be despatched or, if this time is later, from the time of delivery agreed in the Contract.
  15. The day on which the Products are made available to the Purchaser at the agreed date, time and place must be taken to be the date of delivery, even if the Purchaser refuses or fails to accept the delivery. 
  16. The agreed periods for delivery are only indicated approximately and are free of obligation. With due observance of the standards of reasonableness and fairness, Flexopack will endeavour to comply with the agreed period of delivery. Delivery times that have been indicated or agreed are never to be regarded as deadlines. If goods or services are not delivered on time, the Purchaser must issue Flexopack with a written notice of default, giving Flexopack a reasonable period in which to perform.
  17. Delivery times and periods will be suspended if and as long as the Purchaser has not fulfilled its outstanding payment obligations to Flexopack or if the Purchaser has not, or has not adequately, fulfilled its obligation to provide the information required in order for Flexopack to deliver.
  18. Flexopack is not liable for any damage resulting from non-compliance with delivery times or other periods.
  19. If the Purchaser requests a postponement of the delivery period in writing, such request must be accepted by Flexopack in advance and in writing. Any costs and/or damage incurred or sustained by Flexopack for such postponement must be reimbursed and/or compensated by the Purchaser.
  20. Flexopack reserves the right to make changes to the Products displayed in its catalogue, brochures and other printed matter as well as to remove Products displayed therein from its range. Subject to clause 11, Flexopack does not accept any liability for discrepancies in delivered Products with the illustrations in its catalogue, brochures and other printed matter.
  21. DELIVERY OF SERVICES
  22. The Purchaser guarantees that Flexopack will be able to perform the Services on time, safely, without obstruction and with the use of the requisite facilities (such as gas, water and light). Flexopack must be able to commence its activities immediately and complete them without interruption.
  23. The Purchaser guarantees that it has the permits and licences required in order for Flexopack to perform the Services.
  24. The Purchaser is liable for all damage resulting from loss, theft, fire or damage to tools, materials and other items of property belonging to Flexopack that are located in the place where Flexopack performs the Services.
  25. invoicing and payment
  26. Unless otherwise determined in the Contract, Flexopack issues an invoice upon delivery of the Products and Services. In relation to the provision of Services, if instalments are provided, each instalment will be invoiced separately.
  27. Flexopack's invoices must be paid in the agreed currency and within the payment periods indicated on the invoices in question. If the invoice does not indicate a payment period, payment must be made within 30 days of the invoice date. The Purchaser is not authorised to deduct anything from the invoice amount. The Purchaser is not entitled to suspend its payment obligations.
  28. Unless the Purchaser protests in writing about an invoice within five working days of the date of the invoice, the Purchaser will be deemed to have approved it. If a complaint about an invoice proves to be well-founded, Flexopack will amend the invoice amount.
  29. If the Purchaser does not perform its payment obligations under the Contract in a timely manner, the Purchaser will be in default by operation of law without any notice of default being required. If the Purchaser is in default it will owe Flexopack statutory interest on the outstanding invoice amount without prejudice to Flexopack's other contractual rights.
  30. All judicial and extrajudicial collection costs that Flexopack is forced to incur for the Purchaser failing to perform its payment obligations will be borne in full by the Purchaser. Flexopack is entitled to immediately instruct a third party to collect its claim on the grounds of an unpaid invoice. 
  31. All payments made by the Purchaser to Flexopack go towards settling (1) costs, (2) interest and (3) principal amounts, in the order in which such payments are due and payable.
  32. Flexopack is entitled to demand what it  considers to be satisfactory security for the performance of the Purchaser's obligations and the Purchaser is obliged to provide it if Flexopack has good grounds to fear that the Purchaser will not perform its obligations.
  33. Flexopack is at all times entitled to refuse a new order from the Purchaser if the Purchaser has failed to pay any invoices which are already due and payable.
  34. The Purchaser may not deduct any payment obligations of Flexopack from any of its own payment obligations. The Purchaser's payment obligation is separate from the other obligations under the Contract.
  35. Guarantee and complaints
  36. Immediately upon delivery of the Products and performance of the Services, the Purchaser is obliged to examine whether the Products and Services conform to the Contract.
  37. Complaints about the delivered Products and Services must be reported to Flexopack in writing and backed up with reasons as soon as possible but no later than fourteen days after the defect is discovered or at least no later than fourteen days after the defect reasonably ought to have been discovered , however in any case no complaint can be reported and examined after the end of the six months period following the delivery of the Products or Services. Once this time limit for lodging a complaint has passed, the Contract will be deemed to have been properly performed by Flexopack.
  38. Complaints by the Purchaser cannot be submitted and will not be handled if:
  39. a defect is the result, either wholly or in part, of unusual, improper, inexpert or negligent use of the Products;
  40. the Product has been modified, used or processed;
  41. the Product has been transferred to third parties;
  42. Flexopack has, on the Purchaser's instructions, used certain base materials, packaging etc for the Products and Services which have caused the defect;
  43. the defect consists of a limited discrepancy in quantity, quality, colour, finish, dimensions, composition etc which is acceptable in the sector or which cannot be avoided for technical reasons.
  44. the Purchaser has not performed all its obligations (including payment obligations) to Flexopack.
  45. The Purchaser will enable Flexopack to investigate a complaint and will fully cooperate in this regard. Flexopack may engage an expert to verify a complaint. The costs of the expertise may be charged to the Purchaser if the complaint or objection is declared unfounded, either wholly or in part.
  46. If complaints are not reported in writing in a timely manner, the Purchaser will be deemed to have approved the delivered Products and Services and to have waived all rights and powers available to it by law and/or under the Contract and these General Terms and Conditions.
  47. A complaint as referred to in this article does not suspend the payment obligation.
  48. If and insofar as Flexopack declares a complaint by the Purchaser to be well-founded, Flexopack will, at its discretion (i) repair the defect in the Product, (ii) replace the defective Product, or (iii) repossess the defective Product and reimburse the Purchaser with the purchase price. Subject to clause 11.2, in no event is the Purchaser entitled to compensation for the delivery of a defective Product.
  49. The Products may only be returned once Flexopack has given its permission in writing, on conditions to be determined by Flexopack.
  50. FORCE MAJEURE
  51. A party to the Contract is not liable for a delay or shortcoming in the performance of the Contract if and insofar as it is the result of force majeure.
  52. Force majeure includes, but is not restricted to, any form of natural disasters, strikes, industrial conflicts, any failure or delay by suppliers of Flexopack, acts of war, a lack of base materials, epidemics, transport problems, import and/or export bans, government measures, fire, explosions, frost, high temperatures, break-downs in communication connections and power failures, interruptions in Flexopack's operations or Flexopack's warehouses or workshops and, furthermore, any and all circumstances under which Flexopack cannot reasonably be expected to perform or continue to perform its obligations towards the Purchaser. Force majeure on the part of Flexopack's suppliers is also be taken to mean force majeure on Flexopack's part.
  53. The parties must inform one another without delay if a force majeure situation occurs.
  54. In the event of force majeure Flexopack will suspend its obligations for the duration of the force majeure situation without the Purchaser being entitled to any compensation. Force majeure does not release the Purchaser from his obligations to pay.
  55. If a force majeure situation lasts more than (3) months, either party may dissolve the Contract with immediate effect, without either party being entitled to compensation.
  56. LIABILITY
  57. Flexopack is not liable for damage to or loss of the Product and the Products after the goods have been made available to the Purchaser in accordance with Article 6.1 of these General Terms and Conditions.
  58. Subject to clauses 11.3 and 11.4, any condition or warranty which would otherwise be implied in these General Terms and Conditions whether by statute or otherwise is excluded.
  59. Subject to clause 11.4, where legislation implies in these General Terms and Conditions any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under the condition or warranty, the condition or warranty is deemed to be included in these General Terms and Conditions.
  60. To the extent permitted by law, the liability of Flexopack for any breach of a condition or warranty (implied or otherwise) is limited at the option of Flexopack to one or more of the following:

a. if a breach relates to Products:

i)the replacement of the Products or the supply of equivalent Products; or

ii)the repair of the Products; or

ii)the payment of the cost of replacing the Products or of acquiring equivalent Products; or

the payment of the cost of having the Products repaired; and

b) if the breach relates to Services:

i)the supplying of the Services again; or

ii)the payment of the cost of having the Services supplied again.

  1. Flexopack will not be liable under clause 11.3 or 11.4, where a breach of the condition or warranty referred to under clause 11.3 or 11.4 is because of:

a. an act, default or omission of, or any representation made by, any person other than Flexopack or an employee or agent of Flexopack; or

b. a cause independent of human control that occurred after the Products had left the control of Flexopack.

c. non compliance by the Purchaser to correct transit, storage and handling of the Products.

  1. Nothing in these General Terms and Conditions operates to exclude, restrict or modify the application of the relative Greek Laws.
  2. To the extent permitted by law, none of Flexopack, its officers, employees, agents, contractors or suppliers shall be held liable for Consequential Damages, even if Flexopack, its officers, employees, agents, contractors or suppliers are aware of the possibility of those Consequential Damages.
  3. Flexopack's liability, other than as specified in this clause, whether in contract, tort, statute or otherwise, to the Purchaser or to any third party concerning performance or non-performance by Flexopack, or in any manner related to these General Terms and Conditions, for all claims, is limited to the amount that is paid out under Flexopack's liability insurance. If Flexopack's insurer does not pay out for whatever reason, Flexopack's liability will be restricted to the invoice amount (exclusive of VAT) for the Product or Service in question. If partial deliveries have been agreed, the liability will be restricted to the invoice amount (exclusive of VAT) of the partial delivery that is most closely connected with the event that caused the damage.
  4. Flexopack has the right to inspect any product allegedly the subject of a breach of the warranties set out in this clause.
  5. Flexopack does not have to compensate any damage if the Purchaser, at the time of the occurrence of the aforesaid event, is in default of performance of any obligation towards Flexopack, barring intent or gross negligence on Flexopack's part in the performance of the Contract.
  6. Insofar as  the Purchaser is a distributor/dealer of Flexopack, the Purchaser must make (security) regulations, manuals and instructions of Flexopack available to its (end) buyers and inform consumers that they must meticulously comply with  these (security) regulations, manuals and instructions. Flexopack does not accept any liability in that regard.
  7. Flexopack is not liable for damage related to the installation or application of its Products, for which only the party that installed or applied the Products can be held liable.
  8. Flexopack is not responsible for the accuracy or comprehensiveness of the data, documentation or drawings furnished by the Purchaser to Flexopack and it may assume their accuracy in performing the Contract.
  9. PRODUCT STANDARDS
  10. Regarding the Products and Services (and the selling of them), the Purchaser must act in accordance with the applicable requirements of product safety.
  11. Flexopack makes no promise or representation that the Products and/or Services will conform to any state or local laws , ordinances , regulations, codes or standards, except as particularly specified and agreed upon for compliance in writing as a part of the Contract between Flexopack and the Purchaser .
  12. The Purchaser must grant any and all cooperation necessary if Flexopack wishes to issue a public warning, recall products or take any other measures, whether or not required by law. In order to facilitate a public warning or a product recall, the Purchaser must at all times keep records of the recipients, time and quantities of supplies of the Products.
  13. Without prior consultations with and the written consent of Flexopack, the Purchaser will not (i) proceed to take measures regarding product safety, such as a product recall or a public warning, in connection with European or Greek regulations,; or (ii) inform third parties of the unsafeness of a Product on the grounds of any regulations.
  14. RESERVATION OF TITLE
  15. The Products continue to be the property of Flexopack until the Purchaser has fully satisfied all claims under the Contract within the meaning of Article 532 of the Greek Civil Code. This includes claims to pay for Products and Services as well as claims on account of a failure to perform Contracts.
  16. The reservation of title does not affect the risk transfer provided by Article 6 above.
  17. If title is reserved or at least if Flexopack asserts that title has been reserved, the Purchaser must ensure that all possible damage to the Product or Products, including material damage, loss or destruction, is covered by insurance in favour of Flexopack. At Flexopack's first request it will be allowed to inspect the insurance policy in question and the related premium payment receipts.
  18. The costs of exercising the reservation of title by Flexopack are for the account and risk of the Purchaser.
  19. If Flexopack wishes to claim its property, the Purchaser must allow Flexopack (by its servants or agents) access to the place where the Products are stored to enable Flexopack to take possession of and remove the Products. The Purchaser will remove any other items that may be stored among the Products or are otherwise connected with them in a timely fashion. Flexopack will at no time be liable for damage to such items.
  20. FAILURE OF THE PURCHASER
  21. The Purchaser is deemed to be in default by operation of law and its (remaining) debts to Flexopack will be due on demand if:
  22. the Purchaser has applied for its own insolvency or moratorium, is declared insolvent or is granted a deferment of payment;
  23. attachment is levied on a material part of the Purchaser's capital and this attachment is not lifted within (14) fourteen days after it is levied;
  24. the Purchase fails to perform any of its obligations under the Contract and/or General Terms and Conditions;
  25. the Purchaser is in default of payment of Flexopack's invoice within the agreed term, either wholly or in part;
  26. the Purchaser is dissolved, liquidated, ceases its business operations or sells its business, either directly or indirectly and either wholly or in part;
  27. the control of the Purchaser's business (or part of it) is changed, either directly or indirectly.
  28. In the situations listed in paragraph 1 of this article, Flexopack may, without further default, without court intervention, without being held to pay any compensation and without prejudice to its other contractual and statutory rights:
  29. suspend the performance of its obligations towards the Purchaser until the latter has performed all its obligations towards Flexopack;
  30. terminate the Contract with immediate effect, either wholly or in part;
  31. claim full and immediate payment of any amount that the Purchaser owes Flexopack, including any amount that was not yet due and payable;
  32. repossess any Products and Services that have been supplied but not yet paid for, either wholly or in part, free of any rights of the Purchaser, without any further liability or obligation to deliver (or redeliver) Products and Services to the Purchaser.
  33. The Purchaser will furthermore take any other measures and perform any acts that are required to enable Flexopack to exercise its rights under the Contract and the General Terms and Conditions.
  34. Barring the cases specified in this article, the Contract ends upon its performance or at any point in time expressly stipulated by the parties.
  35. INTELLECTUAL PROPERTY RIGHTS
  36. The Purchaser acknowledges that Flexopack exclusively owns all intellectual rights (including any claims to such rights and including any future intellectual rights) vested in and related to Products, Services, designs (made on the instructions of the Purchaser), processes, presentations, opinions, drawings, printed matter, photos, files, websites, brochures and catalogues of Flexopack. This includes, but is not limited to, all copyrights, patent rights, trade mark rights and trade names that are used and/or arise during the term of the Contract (or Contracts).
  37. If a third party infringes Flexopack's intellectual property rights, the Purchaser will promptly notify Flexopack of this by telephone and in writing. At Flexopack's first request, the Purchaser will furnish Flexopack with all the documentation and information regarding the intellectual property rights and grant it all the cooperation requested by Flexopack. Flexopack does not have to indemnify the Purchaser against claims relating to the intellectual property rights.
  38. The Purchaser may not alter or remove any reference to intellectual property rights of Flexopack and/or a third party to the Products and/or in relation to the Services.
  39. If Products and Services are produced and/or packaged according to the Purchaser's guidelines, the Purchaser will indemnify Flexopack against claims from third parties in relation to the Products and Services concerned, including but not limited to claims on account of infringement of an intellectual property right of a third party.
  40. CONFIDENTIALITY
    1. All information, material or immaterial, that Flexopack provides to the Purchaser is strictly personal and confidential. This information includes information relating to Products or Services, suppliers, customers, methods, technical information, inventions, products, commercial information, and it comprises formulas and technical drawings for Products and production processes, features, processes, trade secrets, patents, inventions, discoveries, know-how and intellectual property rights
    2. The Purchaser may not disclose to the public or otherwise use the information provided by Flexopack in any way without Flexopack's consent and it must return all information and data carriers to Flexopack and immediately destroy any copies thereof at Flexopack's first request. The term of this duty of confidentiality is unlimited.
    3. The Purchaser must take any and all necessary measures and precautions to preclude the disclosure of information provided by Flexopack to a third party and the Purchaser will impose a duty of confidentiality on its personnel and third parties involved. Any breach of the terms of this article by an affiliated company, management or personnel of the Purchaser will be regarded as a breach of a clause or prohibition by the Purchaser.
    4. The restrictions on the use and disclosure of the information provided by Flexopack do not apply to information regarding which the Purchaser can demonstrate: (a) that it is publicly known when it is disclosed; (b) that it must be provided as a result of a statutory obligation or a court ruling that has become final.
  41. MISCELLANEOUS
  42. If a clause in the General Terms and Conditions or the Contract is void or voided, the other clauses of the General Terms and Conditions and the Contract will remain in force. The parties will replace the void and/or unenforceable clause with a new one that approximates the substance of the original clause as closely as possible.
  43. Flexopack may amend the General Terms and Conditions. The Purchaser will be deemed to have accepted any amendment to the General Terms and Conditions if it has not filed a written objection within (5) working days of the notification of the amendments by Flexopack. In any case such a notification is deemed to have taken place after a period of 30 days  since the amended General Terms and Conditions are posted at Flexopack’s official web site. 
  44. Flexopack may engage third parties in the performance of the Contract. It may also transfer rights and obligations arising from the Contract to third parties.
  45. APPLICABLE LAW AND COMPETENT COURT
  46. The General Terms and Conditions, all offers, Quotations and Contracts between the Purchaser and Flexopack are governed by Greek  law.
  47. Any and all disputes ensuing from or relating to the General Terms and Conditions, offer, Quotations and/or the Contract between the Purchaser and Flexopack will be submitted to the competent judge of the Athens Courts.