Article 1 – Scope
hese general terms and conditions of sale (GTCS) apply to any sales made by TotalEnergies Marketing Hellas (the Seller), unless otherwise agreed in writing or any special terms and conditions amending or completing them apply. These GTCS shall fully and automatically prevail over all other provisions stipulated or referred to in any client’s documents, except with the express written consent of the Seller.
The waiver by either party of a breach of any provisions of the GTCS shall not be construed as a waiver of any further breach of the same or other provisions.
Article 2 – Prices
The products are invoiced at the price, stated excluding VAT, agreed at the time of the order duly accepted by the Seller (the Order).
For as long as the client has not placed its order, the Seller reserves the right to modify and amend, without prior notice, its products, their prices and their availability.
Any price change resulting from legal or statutory amendments (taxes of any nature, change in transport prices, etc.) is immediately applied on the invoice if occurring prior to delivery of the products to the client.
Article 3 – Orders - Sales
By placing an order under these GTCS, the client fully and unreservedly accepts them. As soon as the Seller accepts the Order, that Order shall commit the client to take possession of the products for the agreed quantities and within the agreed time. If the client fails to do so, the Seller reserves the right to invoice to the client costs for the storage or the return of the products for a minimal amount of 250 Euros, excluding VAT, per Order. The client accepts the dematerialised transmission and signature of any document and acknowledges their enforceability in case of disputes.
Article 4 – Quantity – Transfer of risks - Delivery of the products
The quantity measured on loading subject to metrological control shall be binding evidence of the delivered quantity. The transfer of risks from the Seller to the client shall take place at the point of delivery and in accordance with the applicable Incoterm (Incoterms® 2010, ICC), as defined by the Seller and the client at the time of the placement of the order. Otherwise, products shall be dispatched at the client’s costs and risks. In any event, the transfer of risks shall take place at the end of the loading or unloading arm, at the place of delivery. The unloading of the products shall take place under the sole responsibility of the client, even if the carrier participates in the operation. For the acceptance of the products, the client must proceed with all necessary verifications. In particular, the client must verify whether its available storage volume is sufficient to receive the ordered quantities. In the event of loss or damage or shortfall in product quantities, it shall be for the client to make all claims against the carrier within a maximum period of three (3) days. It is specifically agreed that the Seller is not liable for loss or damage or shortfall due to Seller's simple negligence.
Article 5 – Payment
Unless otherwise agreed by the Seller when the Order is placed, the products shall be payable immediately, without discount. The Seller does not accept the payment by check, except with Seller’s prior approval. The Seller reserves the right, at any time, to fix to the client a cap of outstanding, to modify that cap, and/or to make the supply of the products subject to compliance with this cap and/or subject to the presentation of a guarantee, taking into account the payment term agreed by the Seller for the client. If payments by SEPA Direct Debit apply under the applicable specific conditions, information related to each SEPA Direct Debit are set forth in the provisions provided by the client to authorize SEPA Direct Debits. Each invoice received by postal mail or by any electronic means will advise the client that the payment will be made by SEPA Direct Debit on the due date specified on the invoice. That invoice will be deemed as the pre-notification of such SEPA Direct Debit. As an exception to the SEPA Direct Debit payments’ rules, that pre-notification invoice may be sent to client within fourteen (14) calendar days prior to the due date of payment.
Any payment not made on due date shall give rise to the following, cumulatively:
- the right to suspend or cancel any delivery under any Order whatsoever ;
- all sums due, even if not yet payable, shall become immediately payable without prior formality;
- for all sums not paid on due date and without any reminder being required, late payment interest shall apply, due from the day following the payment date appearing on the invoice, calculated at a rate equal the interest rate applied by the European Central Bank for its most recent refinancing operation incremented by 10%;
- for professionals, the invoicing of the fixed indemnity for recovery costs of an amount of 40 Euros as provided for by Law 4152/2013 Par. Z.7. The Seller reserves the right to claim complementary compensation for all other costs caused by the late payment over and above said fixed amount, including at the time of transmission of the file to the Seller’s litigation and/or collection departments. Moreover, in case of transmission of the file to the Seller’s litigation and/or collection departments, the Seller will be entitled to claim a penalty calculated at 5% of the due amount (including VAT), with a minimum of 100 euros.
Article 6 – Reservation of title
The transfer of title of the sold products shall be subject to the full payment of the price, including the principal and all ancillary costs, regardless of the payment terms and conditions applied. As of receipt, the client may use the products for their transformation, consumption or resale. This right shall be fully and automatically withdrawn, without prior notice, in the event of failure to pay on due date. The client undertakes to enable at all times the identification of the products with a view to any claim of ownership of them, it being agreed that products in stock shall be deemed to correspond, in whole or in part, to the unpaid products. In the event of failure to pay and following the mere observation of such failure, the seller reserves the right to proceed immediately with the recovery of the products. Re-pumping and return transport costs shall be borne by the client.
Article 7 – Liability
Any loss or damage affecting the products or any property of the Seller or of a third party, arising before, during or after the loading or unloading operations, caused by the client or any person acting under the client, shall be borne by the client. The products delivered by the Seller are compliant with the regulations in force, the client being solely responsible for their receipt, storage and use under conditions compliant with the applicable regulations.
No claim, demand or dispute concerning the conformity of the delivered products to the Seller’s specifications shall be accepted after a period of thirty (30) days following delivery.
Article 8 – Material Safety Data Sheet (MSDS) - REACH Regulation
The MSDS are transmitted to the client and may be downloaded over the Internet (www.quickfds.com/en/index.html).
The delivered products subject to REACH Regulation EC No. 1907/2006 of 18 December 2006 comply with the REACH Regulation in force on the date of their delivery, for those uses and under those conditions stated in the MSDS and/or in the Seller’s specifications. The Seller makes no representation or warranty and shall bear no liability for any other use, even if notified by the client, or any use not provided for in the MSDS and/or in the Seller’s specifications, or which does not comply with the provisions of the MSDS. In addition, no indemnity may be charged to the Seller due to the implementation of the REACH Regulation, in particular in the event of late delivery or interruption in supplies of products.
Article 9 – Force majeure
Neither party shall be liable towards the other party for a breach, delay or non-performance of all or part of an Order if that failure is caused by or due to an event which is reasonably beyond the control of the failing party. Any delayed payment or failure to pay on the due date shall in no event be construed as an event of Force Majeure. If an event that is reasonably beyond the control of the Seller is that there is a restriction on (i) supplies of raw materials or products from the Seller’s suppliers or (ii) the transport of raw materials or products, preventing the Seller from delivering the products in accordance with the Order, the Seller is entitled to suspend all or part of the Order for the time that it is so prevented.
Article 10 – Duty-free products
The documents concerning duty-free products must be conserved for a period of six (6) years and kept at the disposal of the Greek Customs Authorities.
Article 11 – Data protection
Personal data likely to be collected in the framework of the products’ sale is being processed by TotalEnergies Marketing Hellas as controller (head office located at 74-76 Voriou Ipirou & Konitsis Str., 151 25 Maroussi, Athens, Greece). The purpose of the processing is the conclusion and execution of a sales agreement, the commercial management and prospecting and customer relationship monitoring. The legal basis of processing is that processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract. If the data subject fails to provide needed personal data, conclusion and execution of a sales agreement might not be possible. Legal basis of processing is also the legitimate interest of TotalEnergies Marketing Hellas, namely the commercial management and prospecting and customer relationship monitoring.
The personal data may be shared with third party providers who may work for the above mentioned purpose or companies of the TotalEnergies group for the same purpose. The personal data collected and processed in this framework will be stored for the duration of the fulfillment of the above mentioned purpose. They may be stored by the controller in order to observe his legal obligations. The controller provides appropriate measures to preserve personal data’s safety and confidentiality and, in particular, to prevent them from being deformed, damaged or transmitted to any unauthorized parties. Pursuant to regulation relative to protection of personal data, data subject has the rights of data access, rectification, erasure, portability, restriction, and objection for legitimate reason. These rights may be exercised with TotalEnergies Marketing Hellas at the following address: 74-76 Voriou Ipirou & Konitsis Str., 151 25 Maroussi, Athens, Greece. The data subject may also lodge a complaint to the Hellenic Data Protection Authority if needed.
By way of entering into appropriate data transfer agreements based on Standard Contractual Clauses (2010/87/EC and/or 2004/915/EC) as referred to in Art. 46 (5) of Regulation (UE) 2016/679 or other adequate means, which are accessible upon request at 74-76 Voriou Ipirou & Konitsis Str., 151 25 Maroussi, Athens, Greece, TotalEnergies Marketing Hellas has established that all other recipients located outside the EEA will provide an adequate level of protection for the personal data and that appropriate technical and organizational security measures are in place.
Article 12 – Compliance with economic sanctions and export controls
I. For the purposes of the Agreement, the term “Sanctions Regulations” means any law, regulation, embargo or another restrictive measure (economic, financial, trade, etc.) relating to economic sanctions and export controls applicable to the Parties, which is enacted, administered, imposed, implemented and/or enforced from time to time by any Competent Authority with jurisdiction over the Parties and the Product(s) (or Services), including the European Union, France, any other Member state of the European Union and the United States of America.
II. The Parties must perform the Agreement in compliance with Sanctions Regulations that apply to the Parties and the Product(s) (or Services) as defined above. If either Party is unable to perform the Agreement due to a conflict of law, the provisions specified under section VIII shall apply.
III. The BUYER [Agent, Distributor, Reseller, Intermediary, End-User], undertakes not to, directly or indirectly, distribute, sell, supply, export, reexport or otherwise transfer the Product(s) purchased from the SELLER, [TotalEnergies], in violation of Sanctions Regulations.
IV. Moreover, the BUYER undertakes and warrants that it will not, directly or indirectly, distribute, sell, supply, export, re-export or otherwise transfer the Product(s) purchased from SELLER in Russia and/or for use in Russia.
V. The BUYER undertakes to implement adequate procedures to comply with Sanctions Regulations and detect possible non-compliant activities of third parties, including potential resellers, and apply such procedures to transactions involving the Product(s) purchased from the SELLER.
VI. In the event of any breach of sections II, III, IV or V by the BUYER, the SELLER shall have the right to suspend the performance of this Agreement and/or terminate it. In such event, the BUYER shall not be entitled to any compensation rights provided for by this Agreement.
VII. Throughout the performance of the Agreement, the BUYER undertakes to inform the SELLER forthwith and by written notice of any information likely to impact the declarations or commitments covered by sections II, III, IV and V, including regarding the activities of third parties that may frustrate the same sections. The BUYER shall make available to the SELLER information relating to compliance with its obligations under sections II, III, IV and V within two weeks from the SELLER's written request for such information.
VIII. Neither Party shall be obliged to perform any obligation under the Agreement if this would not be compliant with, in violation of, inconsistent with, or expose a Party (the “Affected Party”) to punitive measures under the Sanctions Regulations. In this event, the Affected Party shall, as soon as reasonably practicable, give written notice to the other Party of its inability to perform the Agreement. The Affected Party may either (i) suspend the performance of the affected obligations under the Agreement until the Affected Party may lawfully discharge such obligation or (ii) terminate the Agreement where the Affected Party may not lawfully discharge such obligation, without possibility for the other Party to claim any compensation rights provided for by the present Agreement.
Article 13 – GOVERNING LAW - JURISDICTION
GREEK LAW SHALL ALONE GOVERN RELATIONS BETWEEN THE SELLER AND THE CLIENT, INCLUDING THE SEPA DIRECT DEBIT, WITH THE EXCEPTION OF THE CONFLICT OF LAWS RULES. ANY DISPUTE ARISING BETWEEN THE CLIENT AND THE SELLER SHALL BE WITHIN THE EXCLUSIVE JURISDICTION OF THE COURTS OF ATHENS (GREECE), APART FROM THE SALE TO CONSUMERS, FOR WHOM ANY DISPUTE SHALL BE WITHIN THE JURISDICTION OF ITS DOMICILIATION.