Terms & Conditions
1.1. Applicability of the conditions
If no agreements have been made to the contrary, the conditions of sale and delivery will apply to all merchandise and services supplied by us. By virtue of placing orders for merchandise or services, customers explicitly recognize the conditions of sale and delivery of Value Single Member Ltd. Even if they have not been objected to or have been complied with, the customer’s terms of contract will not be recognized unless they have been acknowledged in writing by Value Single Member Ltd. If our conditions of sale and delivery are already known to the customer, they will apply to future transactions even if not newly communicated to the customer. Acceptance of our deliveries of merchandise or provision of services will be deemed to constitute recognition of our conditions. Collateral agreements will only be operative if we have confirmed them in writing;
The offers of Value Single Member Ltd are non-binding and without engagement. Value Single Member Ltd will only be bound by orders that have been acknowledged in writing or have been performed as a result of the forwarding of the merchandise.
2.1. Delivery dates and quantities
will be pursuant to what has been contractually agreed. Partial shipments will be permissible, if agreed to in writing. In the event of delays in delivery claims for compensation on the part of the customer will be limited to the invoice value of the quantity of merchandise that has not been delivered in good time.
2.2. Delivery expenses and freight charges, passing of the risk
Deliveries will be made at the customer’s costs and risk. The risk will definitively pass to the customer with the dispatch of the merchandise. If the latter defaults in accepting delivery or if delivery cannot be effected for a reason for which the customer is answerable, the risk will definitively pass to the customer in this case too. Shipments to other countries will be made at the customer’s expense, the merchandise being made available “ex works free carrier”.
3. Terms of Payment
Unless otherwise agreed and confirmed by Value Single Member Ltd. in writing invoices are payable within 30 days of the invoice date. In the event of a default in payment, the customer will be charged the respective legal default interest applicable at the time in question, together with the cost of the debt enforcement proceedings.
4. Return of merchandise
The return of any merchandise delivered will only be accepted by Value Single Member Ltd, if there is a defect in it. If merchandise is accepted for return on a goodwill basis, up to 20% of the invoiced value can be deducted to cover any expenses incurred.
5. Liability for defects
Value Single Member Ltd gives a warranty for the quantity and uniform quality of its products. The buyer has to check immediately whether or not the merchandise supplied matches the contractual agreements in terms of quantity and quality and ensure that it is suitable for any area of application that may have been agreed on. If this check is neglected, either completely or in part, or if a notice of defects is not filed within 3 days at the latest of the acceptance of the merchandise, the latter will be deemed to have been approved in respect of said defects and the area of application. Complaints will be ruled out under all circumstances if
thinners, additives, or other components have been admixed that are not Value Single Member Ltd products as well. No liability is accepted for defects resulting from improper storage, handling or application of products and in anyway after expiration of the durability date. Notices of defects are to be filed in writing and be accompanied by details of the invoice data and the batch number. Merchandise that is the subject of a complaint may only be returned to Value Single Member Ltd with its explicit consent. At Value Single Member Ltds request, however, a sample is to be made available for test purposes. If the claim under the warranty is justified, Value Single Member Ltd is entitled to choose either remedy or replacement delivery, the forwarding costs will be included. Notices of defects do not release the customer from its/his obligation to comply with the agreed conditions of delivery and payment. At any rate, a prerequisite for claims under the warranty is that the customer furnishes proof of the existence of the defect upon delivery of the merchandise.
5.2. Liability for losses
The utilization, processing and handling of Value Single Member Ltd products are operations over which it has no control and are the sole responsibility of the customer. Any applications-related counselling, including, in particular, advice given in leaflets and operating guidelines, is given to the best of its knowledge and is based, in each case, on the state of the art and the scientific knowledge available at the time. Advice and recommendations are supplied without a guarantee as to their correctness, and will not serve to establish any legal, contractual relationship, or any collateral obligations deriving from the contract of sale, and, accordingly, it is the user’s own responsibility to carefully relate such advice or recommendations to the area of application and processing conditions in each individual case. Consequently, nor will any applications-related counselling given verbally, in writing, or via tests release the buyer, in particular, from discharging any inspection obligations that are necessary or from meeting any protective standards
that may apply. However, if liability for damages should come into effect, then it will be limited to the value of the merchandise delivered.
6. Retention of title
Value Single Member Ltd reserves title to the merchandise delivered pending payment in full. The customer may dispose of, process, or mingle the merchandise with other items only in the course of his/its regular business operations. If the merchandise subject to retention of title is resold, the purchase price thus obtained will be deemed to be assigned to Value Single Member Ltd for the purpose of covering the unsettled claim. If the merchandise is processed or mingled with other items, the retention of title will also be extended to cover the new product depending on the degree of processing or mingling. Neither ownership-transfer of the merchandise subject to retention of title or ownership-transfer of claims on the same for purposes of security nor attachment of said merchandise will be permissible. The customer shall notify Value Single Member Ltd immediately if third parties intend to lodge claims regarding the merchandise subject to retention of title or to establish rights with regard to said merchandise.
7. Final Provisions
7.1. If any provision of these General Terms and Conditions is null and void or unenforceable, the remaining provisions shall remain in full force.
7.2. Greek Law will be applicable. UN mercantile law based on CISG is explicitly ruled out.
7.3. Any dispute arising out of or in connection with the present agreement, including but not limited to any question as to the validity, interpretation or/and execution of this agreement, shall be resolved by the parties, before having recourse to the competent court or arbitration, through mediation, in accordance with the Mediation Rules
of the Arbitration and Mediation Center of the German Hellenic Chamber of Industry and Commerce, as same shall be valid at that point of time. Any dispute between the parties that may arise regarding the contractual obligations and the business relationship in general which is not being resolved through the aforementioned Mediation procedure, shall belong to the exclusive place of jurisdiction of Value Single Member Ltd.’s registered office (Courts of Athens, Greece).