Terms of Sale and Delivery

SEMAC AUTOMATION S.A. · GEMI no. 58436104000 · VAT no. EL099790960

These terms apply to every offer, supply, service and sales contract of SEMAC AUTOMATION S.A.; this English text is a translation, and the Greek text prevails (clause 13.2).

At a glance

• These terms prevail over the buyer's own terms. Deviations apply only if SEMAC confirms them in writing (article 1).
• Unless otherwise agreed in writing, prices are net, ex works SEMAC's premises (EXW), excluding taxes and fees (article 3).
• Payment is due in full before delivery, unless agreed otherwise (article 5).
• The delivery deadline is not binding (clause 4.2).
• Risk passes to the buyer when the goods are handed to the carrier (clause 8.1).
• Goods remain SEMAC's property until paid in full (article 9).
• The manufacturer's warranty applies; SEMAC gives no warranty of its own (article 11).
• Claims for damages against SEMAC are excluded unless intentional fault or gross negligence is proven; claims for non-performance are capped at 20% of the value of the part of the delivery directly affected (article 10).
• Greek law; disputes about the content and interpretation of the contract go to the courts of Thessaloniki, though SEMAC may also bring proceedings in the customer's courts (article 13).

This summary is for convenience only and does not replace the articles that follow.

1. General

1.1 All supplies, services, offers and sales contracts of SEMAC AUTOMATION S.A. (GEMI no. 58436104000, hereinafter "SEMAC") are based solely on these General and Commercial Terms of Sale and Delivery (hereinafter the "Terms").

1.2 Our customers agree that, in the event of differences between their own terms of sale and SEMAC's Terms, SEMAC's Terms prevail.

1.3 Deviations from the Terms are accepted only if officially confirmed in writing by SEMAC.

1.4 The Terms are an integral part of every SEMAC offer or contract.

1.5 Any document with terms that conflict with the Terms is not valid and is considered void, unless some of the Terms are expressly withdrawn in a contract to which SEMAC is a party.

1.6 Depending on the scope of the works or sales, SEMAC reserves the right to impose additional general conditions on the customer, which are considered accepted.

1.7 The buyer is obliged to communicate the Terms to its end users.

2. Offers and documents

2.1 Offers issued by SEMAC are not binding. SEMAC reserves the right to make changes in line with manufacturers' changes and to develop the goods technically. In this context, the technical specifications of our goods and products are not binding.

2.2 All technical documents issued by SEMAC remain SEMAC's intellectual property. Any use of them, including translation, copying and distribution, is prohibited without SEMAC's express written consent.

2.3 In the event of a breach of these obligations, the customer is fully liable in accordance with the law.

2.4 Reference to our names for advertising purposes, and to our logos and marks, is permitted only with our prior written consent.

2.5 A delivery contract is considered concluded upon SEMAC's confirmation of the order, which includes all basic and special agreements between the parties.

3. Prices

3.1 Unless otherwise agreed in writing, all prices are net, for delivery at a SEMAC facility (EXW, Incoterms 2020). In no case do the prices include taxes or fees of any kind or origin.

3.2 Additional work outside the specific order is charged.

3.3 All prices are indicative until invoiced. If the value increases during a contract for the supply of goods or services, because of changes in acquisition costs or other parameters, SEMAC has the right to adjust the prices by the corresponding percentage, unless less than 30 days pass between the first written announcement of the price and its invoicing. In the event of such an increase, the buyer has no right to refuse the order.

4. Delivery terms and deadlines

4.1 Deliveries are made to the agreed place and address.

4.2 The delivery deadline is never binding.

• In the event of any change to the delivery contract, SEMAC has the right to extend the delivery deadline unilaterally.
• SEMAC is not responsible for delays caused through the fault of third parties. In that case, the buyer waives the right to cancel the order and any claim for compensation.
• In the event of delay on the part of the buyer, the buyer bears all additional costs resulting from the delay.
• The delivery deadline is met if, within the delivery time, the goods have left their manufacturer's factory or the customer has been informed that they are ready for delivery.
• If the delay is the buyer's fault or at the buyer's request, the buyer bears all costs of the delay for each month that begins after the notice of readiness for delivery.

4.3 SEMAC has the right to make partial deliveries, by land, sea or air, at its sole discretion. The buyer is obliged to return to SEMAC the relevant copy of the delivery note, duly signed.

4.4 At the customer's written request and at its expense, SEMAC may insure the goods against damage or breakage in transit.

4.5 SEMAC is not obliged to make further deliveries or perform further contractual acts until the buyer has fulfilled its contractual obligations.

5. Payments

5.1 Unless otherwise agreed, all payments are due in full, without fees and without deductions, before the delivery date.

5.2 The costs of taking delivery of the goods, and any taxes and fees that may arise, are borne by the buyer.

5.3 The buyer must pay the full purchase price. Deducting amounts related to claims, or withholding payment for any reason, is not permitted without the express written agreement of the parties.

6. Late payments and collection costs

6.1 In the event of late payment, default interest is due as determined by law.

6.2 In the event of enforced collection of debts through the courts, the buyer must pay the costs of collection, default interest and the corresponding court costs.

6.3 Any warranty claims raised by the buyer do not release it from the obligation to make the contractual/due payments on time.

6.4 In the event of a legal dispute, SEMAC has the right to charge the buyer pre-litigation costs (reminder costs, etc.) and default interest.

6.5 The buyer's right of retention over equipment owned and possessed by SEMAC is excluded if SEMAC withdraws from the contract because of non-payment.

7. Delay in payment

7.1 If the buyer delays payment, or part of it, by more than two weeks for any product covered by the delivery contract, SEMAC has the right to treat the entire invoice amount as immediately due.

7.2 All unpaid amounts are also immediately due if bankruptcy proceedings have been brought against the buyer, or if the buyer's creditworthiness or good standing is impaired in any way.

7.3 SEMAC has the right to terminate the contract with the buyer as soon as any payment delay occurs.

8. Shipment and receipt of goods

8.1 Shipment is made at the supplier's best judgement, for the account and under the responsibility of the buyer, regardless of the agreed delivery terms; no claims can be made regarding the supplier's decisions. Risk passes from the moment the goods are delivered to the carrier.

8.2 The buyer or its representative must inspect and take delivery of the goods immediately on receiving them at the place of collection. If the buyer expressly or tacitly refuses to inspect the goods on receipt, the goods are deemed duly delivered, accepted and in conformity with the agreed terms.

8.3 If collection does not take place, is late or is incomplete, SEMAC has the right to store or ship the goods at the customer's expense and risk, as if the goods had been received. For the same reason, SEMAC has the right to return the goods to the manufacturer at the customer's expense, charging all costs associated with those goods and any reduction in their value.

9. Retention of title

9.1 SEMAC retains title to all goods it has delivered, including spare parts, even if installed in a device, until they are paid for in full by the buyer. For brevity, these goods are referred to here as "goods under retention of title".

• The customer must, at its own expense and for as long as title is retained, keep the goods under retention of title intact and insure them for their value as new against theft, fire, flood and other risks.
• The buyer must maintain the value of the goods under retention of title and notify SEMAC immediately of any third-party claims.
• The buyer must inform its customers that all goods delivered by SEMAC remain SEMAC's property, and that they cannot transfer ownership to their own customers before the amounts due to SEMAC are paid in full.

9.2 In the event of resale, the buyer remains liable until all our claims for all delivered goods and our services are paid in full, even in the event of fire, theft or other damage.

9.3 The buyer's right to sell the goods under retention of title ends when payments to SEMAC stop or when bankruptcy proceedings are brought against the buyer. In that case, the buyer must return all goods under retention of title immediately on SEMAC's request. A request for the return of the goods does not terminate the contract.

9.4 Pledging or transferring the goods under retention of title is not permitted. The buyer has no right to grant the delivered goods as a pledge or security for claims that may arise. In the event of seizure or any other intervention by third parties, the buyer must inform SEMAC in writing immediately. Whatever the outcome of the related legal proceedings, even if they succeed, the legal costs incurred in this context are borne by the buyer.

9.5 In the event of late payment, SEMAC has the right to take back the delivered, unpaid goods immediately. If the holder does not return the goods, SEMAC has the right to determine ownership of them. By accepting these Terms, the buyer (recipient) agrees that SEMAC may carry out the actions set out in this clause. These actions of SEMAC cannot be interpreted as arbitrary.

10. Liability for goods

10.1 Any claims for damages against SEMAC by the buyer or by third parties are excluded, unless the claimant proves that SEMAC caused a fault intentionally or at least through gross negligence.

10.2 To the extent that the buyer can prove the damage that arose, claims for compensation for non-performance are limited to no more than 20% of the value of the part of the delivery of goods or services directly affected by the fault.

10.3 SEMAC bears no responsibility if the equipment of the buyer or of its customer is damaged as a result of the operation of goods that SEMAC delivered in good condition.

11. Warranty

Warranties apply according to the manufacturers' terms. SEMAC gives no warranties of its own against defects in third-party manufacturers' goods.

12. Cancellation of the order by the buyer

If the buyer cancels the order (withdraws from the purchase contract), the buyer must pay a contractual penalty of 20% of the order value. Payment of the penalty does not cover further claims that may arise from the cancellation.

13. Place of performance, jurisdiction and governing law

13.1 The place of performance of the contract for both parties is SEMAC's registered office. For disputes about the content and interpretation of the contract, the parties agree that the courts of Thessaloniki have exclusive jurisdiction. SEMAC nevertheless reserves the right to bring proceedings before the competent courts of the customer's seat or residence.

13.2 Greek law and the Greek text of this document prevail in all contractual transactions, excluding private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Personal data protection

We inform our customers that we process their personal data by electronic means, in accordance with Greek law on the protection of personal data and solely for the purposes of the transactions. In the course of executing an order, certain information (name, address, accounting information and, where necessary, information about customers' payments not made in accordance with the contract) may be transferred to credit reporting agencies if the customer is a legal entity.

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