General Terms and Conditions of sale
Article 1 – General
1.1 The present general sale terms and conditions of Fintracom Services Ltd(referred to hereinafter as General Sale Terms and Conditions) shall apply to any offer or supply of Products by Fintracom Services Ltd to any purchaser (referred to hereinafter as the Purchaser) to the exclusion of any terms and conditions issued by the Purchaser, unless provided otherwise by Fintracom Services Ltd in connection with a particular offer or supply (referred to hereinafter as Specific Terms and Conditions). For the purpose of the General Terms and Conditions, Products shall mean all products marketed by Fintracom Services Ltd.
In the event of any conflict between the upon written confirmation of Fintracom Services Ltd and for the duration stipulated in the offer.
Article 2 : Offers
2.1 The offers made by Fintracom Services Ltd(referred to as the Offer(s)) are provisions of the present General Sale Terms and Conditions and those of the Specific Terms and Conditions the latter shall prevail.
2.2 The offers made by Fintracom Services Ltd are valid only valid only upon written confirmation of Fintracom Services Ltd and for the duration stipulated in the Offer.
Article 3 : Confirmation of purchaser order
3.1 A sale agreement between Fintracom Services Ltd and the Purchaser shall result only from the forwarding by Fintracom Services Ltd by a written confirmation of a purchaser order, under its letterhead.
3.2 The confirmation shall refer to the quantity, quality, total price, delivery conditions.
Article 4: Representation
4.1 The authority of agents, commercial travellers and other representatives of Fintracom Services Ltd is limited to prospection and solicitation of purchase orders.
4.2 They are not authorized to bind Fintracom Services Ltd in any way whatever.
Article 5 – Price
5.1 Unless otherwise stated in the confirmation of the purchase order the price of the Products shall be ex-works and quoted in euro.
5.2 Any increase of VAT or taxes occurred after the confirmation of the purchase order shall be borne by the Purchaser, even in the event the price is stipulated as including the taxes.
Article 6 – Invoices and payment terms
6.1 Any complaint regarding an invoice shall be addressed to Fintracom Services Ltd by registered letter within 8 days as of the date receipt of the invoice, failing which the invoice is deemed to be accepted by the Purchaser.
6.2 If no conditions of payment are indicated on the invoice, payment shall be made within 30 days from the date of the invoice, in the currency expressly stated in the Offer or in the applicable Specific Terms and Conditions of Sale; if no such currency is noted, payment shall be made in euro (EUR).
6.3 In case of late payment and without need for a reminder, the Purchaser shall pay 1 % interest per month on unpaid invoices from their due date and Fintracom Services Ltd's all relevant recovery costs incurred through Purchaser's late payment, including but not limited to, reasonable attorney's fees, as well as liquidated damages of 10 % of the unpaid invoice.
6.4 If the Purchaser fails to make timely payment, Fintracom Services Ltd may, without limiting its other remedies (i) suspend all pending shipments to the Purchaser (even not related to the unpaid invoice) pending settlement of the said invoice (ii) terminate the supply agreement entered with the Purchaser, if any, with respect to future sales.
Article 7 – Delivery
7.1 Products shall be delivered by Fintracom Services Ltd at the time and in the quantities agreed between the Parties.
7.2 All Products shall be delivered in accordance with the applicable incoterm (In the meaning assigned to it by Incoterms 2010 as applicable from time to time) and any specific instructions specified in the confirmation of the purchase order.
7.3 All statements concerning the date of delivery are made for informational purposes only. The Purchaser is not entitled to cancel unilaterally any purchase order whatever on the grounds of late delivery. These General Terms & Conditions of Sale preclude any payment of compensation to the Purchaser for delayed delivery.
7.4 The need for special packaging and/or containers for Products to be delivered shall be decided by the Purchaser, subject to a prior written agreement on cost with Fintracom Services Ltd.
Article 8 – Transfer of Title and Risk of Loss
8.1 Fintracom Services Ltd and the Purchaser explicitly agree that, title to the Products shall remain with Fintracom Services Ltd until such time as the Purchaser makes payment in full for the Products and for any interest and costs.
8.2 This notwithstanding, any and all risks attached to the Products sold to the Purchaser shall pass to the Purchaser immediately upon delivery.
Article 9 – Complaints
9.1 In the absence of any written complaint addressed to Fintracom Services Ltd within eight (8) days after receipt of the Products, the Purchaser shall be deemed to have accepted that the delivered Products are in conformity with the purchase order and free of visible defects.
9.2 Any and all complaints concerning hidden defects in the delivered Products must be notified in writing by certified mail to Fintracom Services Ltd within Thirty (30) days after delivery, failing which the Purchaser shall not be entitled to any claim based on alleged hidden defects.
9.3 If the complaints are properly notified and prove to be founded, Fintracom Services Ltd shall either replace the Products or issue a credit-note, provided they are returned to Fintracom Services Ltd carriage-paid, or make a price adjustment. These remedies are not available to the Purchase if it appears that the Products have not been properly stored, handled or have been altered in any aspect.
9.4 The liability of Fintracom Services Ltd is limited to the obligation set forth in Article 9.3. Generally speaking, Fintracom Services Ltds hall not be under any obligation to indemnify the Purchaser for any loss or damage suffered, including loss of profits, as a result of non-conformity or a defect in the Products.
Article 10: force majeure
10.1 For the purposes of these General Terms & Conditions of Sale, force majeure is defined as any unforeseeable deed, fact or event (or, if foreseeable, are irresistible deeds, facts or events) outside the control of Fintracom Services Ltd and which prevent the performance of obligations under the contract or delay such performance, the consequences of which are not capable of being remedied despite all efforts, including, but not limited to, acts of war, fire, flood, water damage, industrial action, lock-out against workers and other industrial disturbances, import and export restrictions, regulatory activities, and interruptions in supply.
10.2 In the event of force majeure, the Purchaser shall not be entitled to compensation of any kind whatsoever, nor shall it have the legal right to claim performance of the contract.
Article 11 – Proprietary rights
11.1 The supply of Products shall not result in any assignment or license of the proprietary rights (which includes the know-how, the patents, the design, copyrights, trademarks) existing in connection with the Products.
Article 12 – Applicable Law and Jurisdiction
12.1 All issues, questions and disputes arising between Fintracom Services Ltd and the Purchaser in relation to the offer or supply of Products shall be submitted to the exclusive jurisdiction of the Paphos courts.
12.2 The relationship between Fintracom Services Ltd and the Purchaser arising out of any offer or sale contract relating to Products shall be governed by Cyprus law.