GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

Application of Conditions
1.1 These General Terms and Conditions of Sale apply to all offers and/or sale/delivery contracts
made/concluded by ARYZTA Greece.
1.2 Any amendment to these General Terms and Conditions will be binding upon ARYZTA
Greece only on the condition of ARYZTA Greece’s explicit prior written consent.
2 Conclusion of Contract
2.1 All offers and price lists of ARYZTA Greece are not binding on ARYZTA Greece, unless
otherwise provided in the offer/contract made/concluded by ARYZTA Greece. A contract of
purchase and sale will be deemed to have been concluded once ARYZTA Greece has
accepted in writing or electronically an order and/or engagement received by ARYZTA
GREECE in writing or by means of electronic data communication, or has started to perform
the contract.
2.2 ARYZTA Greece is entitled to set a minimum amount to be purchased for each product.
3 Price
3.1 The price is the amount quoted in ARYZTA Greece’s price list or the appendix to its price list
as timely notified to the customer. The customer will be notified in writing of any change in
price as soon as practicable.
3.2 All prices are exclusive of VAT and/or other applicable taxes and/or charges, unless
otherwise agreed.
4 Payment and Retention of Title
4.1 Without prejudice to ARYZTA Greece’s right to require payment in advance or payment upon
delivery if it sees cause for this, payments shall be made within fourteen calendar days of the
invoice date, unless otherwise agreed in writing.
4.2 ARYZTA Greece will retain ownership to all goods sold and delivered to the customer until the
agreed purchase prices have been fully paid. In such a case, ARYZTA Greece will be entitled
to collect the amounts agreed and payable by the customer for the goods sold within the
framework of these purchase contracts whereas claims of ARYZTA Greece against the
customer on grounds of the latter’s improper performance of any of the aforementioned
contracts are not excluded. Failure of the customer to pay the credited purchase price as
agreed shall entitle ARYZTA Greece to take back the goods delivered subject to retention of
title, without prejudice to its right to further damages.
4.3 The customer may not offset amounts payable against amounts due or suspend the payment
of amounts payable unless ARYZTA Greece has acknowledged expressly the amounts due or
the latter have been irrevocably determined by virtue of a court decision. The customer is not
entitled to any bonus or discount until all amounts payable by the customer constituting the
basis of calculation of the bonus or discount have been fully paid. Any amounts payable by the
customer, including any amounts wrongfully offset by him, will be deducted from the bonus or
discount.
4.4 Failure of the customer to fulfil any of its contractual obligations (including payment of credited
purchase price) renders the customer in default without any notice of default or reminder
being required in case of obligations for which a fixed settlement date has been agreed. The
amount in arrears will be immediately due and will be increased by the applicable late
payment interest. ARYZTA Greece is furthermore entitled, in so far as the delivery has not yet
been made, to suspend the delivery as a whole until it has fully received the amount in
arrears. If the customer still fails to pay within the notified extended period after having been
reminded in writing, ARYZTA Greece will be entitled to terminate, at its discretion, the contract
in whole or in part by way of a written notice with immediate effect, without prejudice to its right
to damages. The provisions of this paragraph do not affect any other rights to which ARYZTA
Greece may be entitled by law or by virtue of these General Terms and Conditions.
4.5 Any amount payable by the customer to ARYZTA Greece in respect of any contract will
become immediately due in full in case the customer is granted a moratorium or is declared
bankrupt or an application is filed to this effect, the customer is placed under any other
situation similar to bankruptcy or an application is filed to this effect, the customer decides to
discontinue or transfer the business in full or in part, the customer’s business is wound up, or
the customer does not pay timely more than two times. In case the customer is granted a
moratorium or bankruptcy is declared or applied for, ARYZTA Greece will be entitled to
terminate all contracts with the customer with immediate effect, without prejudice to ARYZTA
Greece’s right to damages.
5 Delivery Terms
5.1 Where the customer is required to make an advance payment or provide information
necessary for the delivery, delivery will not be made until the entire advance payment has
been received or the information has been provided.
5.2 Unless otherwise expressly agreed in writing, delivery dates indicated by ARYZTA Greece will
not be firm dates. The customer is required to send ARYZTA Greece written notice of default
in case of late delivery, allowing ARYZTA Greece a reasonable period of at least fourteen
working days to fulfill its obligations. If this extended term is exceeded, the customer may
terminate the contract in so far as no delivery has yet been made, and without ARYZTA
Greece being deemed to be liable for damages howsoever caused.
6 Delivery
6.1 Unless otherwise agreed in writing, delivery shall be made free domicile to the delivery
address agreed with the customer and ARYZTA Greece decides on the means of transport.
6.2 Delivery does not include the transportation or relocation of the goods inside the customer’s
business premises.
6.3 ARYZTA Greece may deliver an order as a part shipment. If an order is delivered as a part
shipment, ARYZTA Greece shall send separate invoices for each partial delivery, and the
customer shall pay for such delivery as if it were a separate contract.
6.4 The customer shall take delivery of the purchased goods. The risk of loss or deterioration of
goods will pass to the customer as of their delivery from ARYZTA Greece to the customer in
accordance with the contract. If the customer refuses to take delivery of the goods for any
reason whatsoever, all costs of storage will be for his account.
6.5 The customer shall enable ARYZTA Greece and its carriers to deliver goods at his address
and to collect returnable packaging, in which respect he shall do his utmost to prevent or limit
waiting times for ARYZTA Greece or its carriers as much as possible. The customer shall offer
his help, free of charge, with the unloading and receipt of the goods and the loading of the
packaging. For this purpose, the customer shall make available, free of charge, mechanical
means such as forklift trucks. Any damage caused when unloading the goods will be for the
customer’s risk, if such damage results from improper performance by the customer, material
or mechanical means made available by him.
6.6 Upon delivery of the goods, the customer shall check them for any visible defects or
shortcomings. The customer shall particularly check whether the sold goods are within the
best-before date and whether the bar codes on the products are correct. Any visible
shortcomings or faulty bar codes shall be reported to ARYZTA Greece in writing within two
working days of the delivery and, where possible, to the carrier upon delivery. Notification of
such may be made by electronic transmission or mail. Proof of transmission or posting must
be obtained. Defects that were not visible upon delivery shall be reported by the customer to
ARYZTA Greece in writing within two working days from their discovery, without prejudice to
Article 9 of these General Terms and Conditions. If ARYZTA Greece is of the opinion that the
complaint is founded, it shall replace or repair the goods concerned within a reasonable period
of time or refund the net purchase price. If ARYZTA Greece is of the opinion that replacement
or repair cannot be required from it, or is impossible, it will credit the purchase price either in
full or in part.
6.7 Goods received by the customer may not be returned without ARYZTA Greece’s express prior
written consent.
6.8 The customer shall take all due care to properly store and handle the goods delivered by
ARYZTA Greece.
7 Force Majeure
7.1 ARYZTA Greece and the customer shall not be in breach of the contractual obligations
assumed and shall not be liable for any damages of the other party in the event of nonattributable
improper performance for causes beyond their reasonable control (force majeure).
In such cases, fulfilment of obligations shall be suspended, except where fulfilment is
permanently impossible. If the period of force majeure continues for more than two months,
either party shall have the right to terminate the contract, without being required to pay any
damages. If ARYZTA Greece has already fulfilled part of its obligations or is able to fulfil only
part of its obligations when the situation of force majeure arises, ARYZTA Greece will be
entitled to separately invoice the goods which it has delivered or is able to deliver. The
customer shall pay this invoice as if it were a separate contract. Force majeure of ARYZTA
Greece within the context of this Article shall in any event include indicatively strikes, shortage
of raw materials, and stagnation in the suppliers business and structural transport problems.
8 Liability
8.1. If any product delivered by ARYZTA Greece is not in conformity with the contract and the
customer has timely filed a complaint in accordance with Article 6 of these General Terms and
Conditions, the customer will be entitled to replacement or repair of the product only where the
improper performance can be attributed to ARYZTA Greece. Instead of repairing or replacing
the goods, ARYZTA Greece may choose to refund the net purchase price. Limitation of
ARYZTA Greece’s liability set out in previous paragraphs does not apply if the damage is the
result of any intentional act or gross negligence of ARYZTA Greece or of any of its employees.
Liability for any consequential damages of the customer, including loss of profit or damage
caused by any delay and or delayed delivery, is expressly excluded, unless it is due to wilful
misconduct or gross negligence. Entitlement of the customer to damages and/or repair of the
defective goods and or supply of missing components in any respect whatsoever, as well as
any entitlement to a termination of the contract, will be subject to the limitation period provided
for by the applicable law.
8.2 In the event that, the nature and/or composition of the products is changed or they are fully or
partially damaged or unpacked, after their delivery, the customer’s entitlement to file a
complaint on the basis of Articles 6.6 and 9.1 of these General Terms and Conditions will
lapse. The customer’s entitlement to file complaints will also lapse in the event that the cause
of the defect or the shortcoming of the good concerned can be attributed to the customer or in
the event that the defect or shortcoming was due to improper or careless storage and handling
by or on behalf of the customer.
9 Packaging
9.1 ARYZTA Greece remains the owner of the packaging, including the bottles, crates and boxes
as well as other means, such as pallets, in so far as they are returnable, even if the customer
has paid the deposit charged. Therefore, the customer is not entitled to transfer title of the
packaging to any third party. The customer is also not entitled to use the packaging for any
purposes other than those for which they are meant. A deposit is charged for packaging if
indicated in ARYZTA Greece’s price list or invoices. All empty packaging shall be returned to
ARYZTA Greece as soon as possible, in which respect the customer shall ensure that the
bottles are sorted according to type, size and volume in the appropriate crates or boxes and
such and that the packaging is organized according to trademark and type of packaging. If the
packaging is not returned in good condition, to be determined at ARYZTA Greece‘s sole
discretion, the deposit charged will not be refunded or credited.
9.2 The packaging will be invoiced and or credited on the basis of delivery notes to be signed by
the customer and the carrier and shall include the returned goods. The copy of the delivery
note in ARYZTA Greece’s possession is deemed to include the correct number of goods
delivered, on the understanding, however, that if the empty returnable packaging is offered by
the customer on pallets or similar means, ARYZTA Greece will not be bound by the amount of
empty packaging on the pallets as stated on the delivery notes if and in so far as this amount
deviates from that established by ARYZTA Greece in the checks performed within its
company. In that case, ARYZTA Greece will be entitled to credit the customer for the latter
amount.
10 Governing Law and Jurisdiction
This contract and all ensuing agreements are governed by the laws of Greece. The United Nations
Convention on Contracts for the International Sale of Goods do not apply. Any dispute arising from the
contract or from any ensuing further agreements shall be settled:
a. By the competent court in Athens, in all cases in which the customer is domiciled in a country that is
a party to the EEC Convention on Jurisdiction and the Enforcement of Judgments in Civil an
Commercial Matters and or a country that is a party to the EEC-EFTA Convention on Jurisdiction and
the Enforcement of Judgments in Civil and Commercial Matters concluded in Lugano on 16
September 1988. The aforesaid does not affect ARYZTA Greece‘s right to submit the dispute to a
court of law which would have been competent by law or under an international convention had this
provision not been included;
and
b. By arbitration in compliance with the rules of the Arbitration Institute of Greece in all other cases.
The arbitration tribunal will consist of one arbitrator. The place of arbitration will be Athens, Greece.
The arbitration proceedings will be held in the Greek language. The arbitration tribunals’ decision shall
be based on the rules and regulations of Greek law.

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