General Terms and Conditions of Sales and Delivery for Falcon S.A.
1.1 These general terms and conditions (hereinafter referred to as “GTCs”) shall govern the relationship between Falcon Commercial and Industrial Societe Anonyme Company of foodstuffs-chemical products- animal feed and others, GEMI number: 121843901000, hereinafter referred to as «Falcon», and anyone wishing to purchase goods from Falcon (“Goods”) using either a purchase contract or an official purchase order issued by Falcon, hereinafter referred to as “Customer” or “Customers”.
1.2 Any Contract, irrespective of the way they have been concluded, shall be exclusively governed by these GTCs. Any amendments to or waiver of these GTCs or warranty issued regarding the Goods shall have no effect unless expressly agreed in writing and signed by Falcon. These GTCs shall prevail over any other terms and conditions which the Customer purports to apply under any documents issued by the Customer.
Orders and Contracts
2.1 When the Customer places an order in any way, this shall be considered a binding purchase request for them. The Customer’s order must corroborate the terms included in Falcon’s offer (Goods specifications, price, method of payment, delivery time, etc.). Within 7 (seven) business days following the receipt of the order, Falcon provides confirmation of the order to the Customer and the GTCs of this Contract are put into effect.
2.2 The Contract is considered executed from the moment the customer receives notification from Falcon, whereby the Customer is informed that the ordered Goods are ready to be shipped, and/or upon delivery of Goods to the Customer or at the location the Customer has indicated.
2.3 Falcon shall not be liable for any incorrect and/or incomplete orders resulting from inaccurate or incomplete details supplied by the Customer. Falcon shall not be held liable for undelivered orders or other unfulfilled obligations resulting from incorrect, inaccurate, outdated and/or incomplete information, while the cost for any possible reshipment of these Goods will be borne by the Customer.
Prices and Payment Terms
3.1 Falcon reserves the right to increase the prices of Goods or to decrease its supply commitments regarding the volume agreed between the Customer and Falcon, in relation either to one specific Contract or to a number of Contracts, for the agreed period of time due to:
(i) any changes in laws, regulations, taxes, duties, levies or other charges imposed on the Goods as of the date of the contract by the European Union or other national government or authority, or
(ii) unforeseen adversity/force majeure or significant increases in prices of raw materials or decreases in availability of raw materials, energy, transport, services or other supplies required by Falcon for the production and delivery of Goods, or due to similar reasons cited by Falcon suppliers, giving the Customer 15-day prior notice explaining the reason for such changes.
(iii) Falcon also reserves the right to terminate, without liability, any Contract whose performance, on account of such event (e.g., changes in laws, regulations, taxes, force majeure) will have substantial adverse effects on Falcon that cannot be resolved by a price increase.
3.2 In the cases mentioned in 3.1 above and provided the only issue arising concerns the price of Goods, the Customer may agree to pay the updated price or cancel the order and be fully reimbursed, if they have already paid for the Goods.
3.3 Customers agree that the delivery can be documented via e-invoice issued by Falcon. The invoice for the ordered Goods will be sent to the email address provided by the Customer. Payment is due by the date specified in Falcon’s invoice and according to the terms agreed upon. Falcon reserves the right to require payment before delivery and to amend the payment terms that apply for the Customer in the event that Falcon has concerns about the Customer’s creditworthiness or when such an amendment is deemed necessary by Falcon as a result of market conditions. Payment will be made in full without deductions or delays and without any set-off or counterclaim whatsoever.
3.4 Default of payment entitles Falcon to cease all deliveries still to be made, without warning, and deem one or several of the contracts with the Customer to have been breached by the latter. The default interest at times provided by the law, shall be automatically payable, without notice and in accordance with the amount of the invoice which is overdue.
Deliveries / Force majeure
4.1 Falcon shall be free of any liability for the duration of any circumstances outside its control that prevent Falcon from fulfilling its obligations (“Force Majeure”), including but not limited to: fires, earthquakes, droughts, tidal waves and floods, war and warfare (official or unofficial), invasion, military conscription, requisitioning or embargo; uprisings, revolutions, coups, military dictatorships, usurpation of power or civil war, any threat related or arising from radioactivity, toxicity, epidemics, pandemics, explosions or any other hazardous threat or event; riots and tumults, roadblocks, strikes, intentional delays, border closures or any kind of production disturbances or any other event or phenomenon, which, even if not mentioned herein, has been unforeseeable and beyond Falcon’s control or, if foreseeable, it has been inevitable. The agreed delivery deadlines shall be extended by the duration of the Force Majeure event.
4.2 Falcon is also entitled to invoke Force Majeure if the Contract cannot be fully or partially performed due to circumstances or events beyond its reasonable control, such as a supplier’s inability to honour the relevant Goods delivery contract. In the event of Force Majeure, performance of the Contract will be postponed for a period corresponding to the duration of the Force Majeure event, which shall not exceed sixty (60) days. If the Force Majeure has not been lifted after sixty (60) days, then each party, subject to written notification to the other party, may terminate the Contract without any compensation due. The amounts already paid for the purchase of Goods shall be returned. If, because of Force Majeure, the Goods are wholly or partially destroyed before delivery time, the Contract will be automatically terminated for the amount which corresponds to the destroyed quantity unless otherwise agreed in writing.
4.3 If acceptance of delivery is refused for no objective reason, transport costs to and from the delivery location shall be borne by the Customer.
4.4 The goods are at the risk of the Customer from their delivery time, as stipulated above. Falcon shall remain the sole and absolute owner of the Goods until the price for the Goods owned to Falcon by the Customer has been paid to Falcon by the Customer in the agreed way. The Customer is considered to have expressly accepted this clause of retention of ownership.
Cancellation of Contract/Purchase Control
5.1. No Goods may be returned that have been delivered to the Customer by Falcon, have been checked by the Customer and found to be conforming to the specifications.
5.2 Inspection of Goods for apparent defects is performed by the Customer and any relevant complaints must be filed to Falcon within 5 (five) business days following delivery of the Goods. In the event of latent defects which can only be detected after using the Goods, the resulting complaint must be sent to Falcon within 1 (one) month after their delivery. If the aforementioned time frames expire, Falcon does not accept or acknowledged any complaint or request for return.
5.3 If, within the time frames agreed above, the Customer’s complaint is found to be valid, and following a written agreement with the Falcon’s Quality Control Department, the Customer may:
– cancel the Contract
– return the goods within a maximum of 10 (ten) business days
– request a reduction of the amount to be paid for the Goods
– request return of the Goods.
5.4 Both parties can cancel the Contract, following a 20 (twenty) calendar days’ notice, for the following reasons:
– Failure to cure non-compliance with the GTCs herein
– In cases mentioned in other GTCs herein.
– The Customer may not cancel the Contract if the Falcon has ordered or procured a product which has been imported exclusively for the Customer and cannot be sold to another buyer. In this case, the Customer is obliged to pay the full price to Falcon even without having received the product given that Falcon shall pay the full amount to the corresponding supplier. If another buyer has been found that can purchase the specific product at the pre-agreed price, then the Customer is relieved of the obligation to accept delivery of or pay for the product. However, if the new buyer wishes to place an order for the Goods at a lower price, then the Customer is obliged to cover any arising difference in value.
Limitations of Liability/Disclaimer
6. The Customer is obliged to check the Goods and is responsible for their use in further processing or manufacturing of new products while having full knowledge of the nature of the products and of their indicated use. Falcon’s aggregate liability for any defects in the Goods, breach of these GTCs or the Contract (including negligence, misrepresentation and breach of statutory duty) or an unlawful act in relation thereto shall be limited to the contract price for the delivered Goods and shall have no other liability whether in contract, tort, unlawful act or otherwise for any (i) loss of profit, loss of goodwill, loss of reputation or customers or loss of future sales or (ii) claims for consequential or indirect loss to a Customer or any other person in connection to the Goods.
7.1 The parties state that in view of properly entering into an agreement and the related documents thereto, the communication and performance of contractual obligations thereunder requires providing documents that contain personal information. In accordance with the requirements set forth in Regulation (EC) 2016/679 of the European Parliament and Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), Falcon hereby declares that it will handle personal information in a lawful and transparent manner as far as the Data Subjects are concerned and that it will comply with the applicable law governing the protection of personal information.
7.2 Should any section of these GTCs be deemed void or unenforceable, it shall not affect the validity of any other provision of these GTCs, to the extent permitted by the law. The contracting parties shall attempt in good will to negotiate the replacement of the section of these GTCs that has been deemed invalid or unenforceable. If the parties fail to agree on a replacement provision, this will not affect the validity of the rest of these GTCs. The same applies for any omissions.
7.3 Any other change to or deviation from the provisions above, requires an explicit written agreement between the respective parties. In the absence of such deviation agreement, the present GTCs will apply.
7.4 These GTCs come into effect on 7 October 2022 and will apply to any Contract Falcon signs as a seller. These GTCs may be amended by Falcon from time to time. In this case, Falcon shall publish clear information on its website, i.e. www.falcon-sa.gr. The most recent version of these GTCs must always be available on Falcon’s website.
“FALCON AEBE”, based in Athens, Greece with VAT EL094383215, telephone number: 302109653580, email: firstname.lastname@example.org (Hereinafter the “Company”).
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