CONDITIONS OF PURCHASE
GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES
Contract purpose and scope
The present general conditions of purchase are intended to govern all relationships originating with Konosidis Gennadios (hereinafter also denoted “VITO PONTI”) purchase of a good or a service. Falling within the scope of the present provisions are each and every contractual relationship for the purchase of a good or a service, with the exception of the following:
- a) Any type of purchase the nature of which conflicts with one or more clauses herein;
- b) Any instance of the Parties’ express, specific, written waiver as to one or more clauses herein.
1.1 The following terms shall herein have the following meanings:
– Conditions: the General Terms and Conditions of Purchase of the present document;
– Purchaser means VITO PONTI
– Supplier means the counterparty to Purchaser in each individual sales transaction;
– Goods are the subject of the purchase by Purchaser including but not limited to: raw materials, semi-processed materials, finished products, services, moulds, packaging;
– Contract means the document specifically created to govern a contractual relationship that is the fruit of negotiations between Purchaser and Supplier;
– Contractual Relationship means the tie that binds Purchaser to Supplier in pursuing a common interest;
– Order means the purchase order, or the document that serves as formal acceptance of Supplier’s offer, which binds Purchaser to the consummation of a purchase;
– Offer means the Supplier document used to propose an offer to Purchaser.
– Request for Proposal means the oral or written request by Purchaser to address a specific need for purchase;
– Parties means Purchaser and Supplier.
Standard Format for Additional Agreements, or Waivers of the Instant Conditions
2.1 Any agreement intended to supplement or modify the clauses herein, or as a waiver of the same, shall not be valid unless executed in writing by the Parties.
2.2 The present Conditions terminate and supersede any previous oral or written agreement by the Parties with respect to the present Conditions.
2.3 The statutory, regulatory, rules, and/or orders by any relevant authority cited shall refer to current law/regulations. The Parties stipulate that any shift, change, modification, or update to the foregoing shall automatically require the Parties to conform their conduct as a matter of fact and of law. As a variation to the contract, the Supplier shall assume at their own risk and expense, the risk of undertaking any type of investment, as may prove necessary and/or useful to conform to the foregoing.
2.4 Any breach and/or nonconforming behaviour shall not be construed as a waiver of the present Conditions, nor of any previous Conditions cited, nor shall they be construed as tacit acceptance of such breach, even where such nonconformity with these Conditions or breaches of the same are tolerated or not objected to by Purchaser.
2.5 Neither Party shall be deemed liable if performance is rendered impossible by unforeseeable circumstances or force majeure.
2.6 Nothing herein is intended nor shall it be construed to create a partnership between the Parties, nor any agency or labour relationship with the other Party in any way, and neither Party shall have any authority or power to bind the other, or to assume a duty, or create a liability on behalf of the other party, for any reason whatsoever.
2.7 Every Contractual Relationship shall be governed by the present Conditions. For anything not expressly provided for and/or waived herein, provisions of the civil code and/or other special laws relating to sales in effect at the time the Order is sent shall supply missing terms. These Conditions shall not relieve Supplier of any duties imposed on Supplier by law, orders from any authority, and more general the duties of due care and professionalism.
2.8 Supplier stipulates:
VITO PONTI has written an internal Code of Ethics in order to ensure that the company’s fundamental values are clearly defined. Such values form the foundation of the Company’s corporate culture, as well as the standards of behaviour for all company Associates in conducting business and company operations. The Code therefore represents the set of rights, duties, and responsibilities through which the company recommends, encourages, or restricts certain behaviour.
In light of the foregoing, Supplier states: (i) they have reviewed the Code of Ethics, the text of which is available at www.vitoponti.com; (ii) they shall abide by the provisions contained therein.
3.1 Every purchase made by Purchaser may be formalised using the following documents (as an example):
– Request for Proposal;
– Technical Specifications (bearing the technical characteristics of the Goods);
– Signed Conditions;
3.2 These Conditions are an integral and substantive part of all documents governing the Contractual Relationship between Purchaser and Supplier, even if not explicitly cited. Each document noted in point 3.1, supra, implicates an acceptance of the present Conditions without reservation.
3.3 The Conditions shall not bind Purchaser, nor shall they be sufficient to create justifiable expectations regarding the consummation of any negotiations then pending, nor the consummation of any purchases thereafter.
3.4 These Conditions shall likewise automatically apply as an integral and substantive part of any specific contract for a Good as may hereafter be generated by the Parties, even if not explicitly cited.
3.5 Should a conflict arise between the terms of the Order and/or the Contract and the provisions herein, the former shall prevail over the latter.
4.1 Unless otherwise agreed in writing by the Parties, the request of Goods from Supplier shall be understood as non-exclusive.
Supplier Liability, Assignment, and Subcontract
5.1 Without prejudice to any liability that might be imputed on Supplier during Supplier’s course of performance with Purchaser, including with respect to statutory products liability, Supplier shall also be liable as against Purchaser for the acts or omissions of any Supplier employee or third-party associate chosen by Supplier, and upon whom Supplier relied.
5.2 Supplier shall not assign any Order or Contract, nor subcontract performance thereunder (whether as to the whole or to any portion thereof) without Purchaser’s advance consent, failing which Purchaser may deem the Contract terminated pursuant the Civil Code.
5.3 Even if such subcontract is authorised by Purchaser, Supplier shall remain fully liable as against Purchaser for executing the Order and supplying the Goods.
5.4 Assigning the receivable to any third party for any reason absent specific written waiver from VITO PONTI is likewise restricted.
6.1 Subject to Purchaser’s right to seek any further damages at law, and subject to all other Purchaser rights accruing hereunder or at law, should Supplier breach any contractual duty, Supplier shall pay Purchaser a penalty equal to 10% of the value of the contemplated economic transaction; if the delay in Supplier’s performance of such contractual obligations is seven (7) days or less, the penalty shall be reduced to 5% of the value of the economic transaction contemplated under the contract. Such provision shall apply to each instance of breach.
6.2 Payment of any amount that might be owed by Supplier as a penalty under Article 6.1, supra, shall be made within thirty (30) days of the date such event occurs, subject to Purchaser’s right to use any such payable to offset any amount Purchaser owes Supplier (including for any advance or deposit).
Industrial and Intellectual Property
7.1 Supplier agrees that the brand names and trademarks used by Purchaser belong exclusively to Purchaser and/or Companies in Purchaser’s Corporate Group and/or to the party holding the right to use the same. Consequently, Supplier shall not in any way register such trademarks or brand names, whether individually or as a joint use, through a dispositive filing and/or usage filing, whether during the Contractual Relationship or after its expiry or termination regardless of the reason, circumstance, or cause for the same. Supplier undertakes to promptly return to Purchaser and/or destroy (providing proof of the same) any Goods bearing a Purchaser trademark and/or that of its Corporate Group and/or the person holding the right to use the same, which is in Supplier’s possession the termination or expiry of the Contractual Relationship regardless of the reason, circumstance, or cause for the same.
7.2 When the formulas and/or composition of the Goods or trademarks to be used for the same are not identified or supplied by Purchaser, Supplier shall ensure and warrant that the Goods, alone and when put to their intended use, shall not infringe on any third-party industrial-property right (trademarks and patents).
7.3 In those cases contemplated under point 7.2, supra, Supplier shall herewith hold Purchaser harmless of any claim, cause of action, or suit for damages that might hereafter be filed by any third party due to any incident of unfair competition, patent or patent-application infringement, or infringement of any registered models or industrial- or intellectual-property rights relating to the Goods.
7.4 For those cases contemplated under point 7.2, supra, order fulfilment falls under Supplier’s performance and/or contract on behalf of VITO PONTI and on instructions from the latter. Therefore, the final results of the mould, regardless of the moulding technique used, as well as the right to exploit the same, is and shall remain VITO PONTI’s exclusive property in perpetuity.
Confidentiality and Privacy
8.1 Supplier agrees that during course of performance with Purchaser, Supplier may have access to elements, news, information, and data in general (including statistics) that are extremely confidential and/or protected by an industrial property right, as well as other items of news, confidential disclosure, fact, design, or item of information (intended in the most general sense) Supplier may have come to know about and/or from Purchaser. For these reasons, Supplier agrees – both on its own behalf, as well as on behalf of its staff and associates – to keep anything it finds out and/or of which it learns (including through a disclosed confidence) under the instant supply agreement and/or pursuant to a request for goods made by the Purchaser, its staff or associates, throughout the instant Contractual Relationship as well as for five (5) years thereafter, strictly confidential.
8.2 All material and information of any kind supplied by Purchaser to Supplier shall remain Purchaser’s property, and by only be used to perform under the contract; any disclosure unauthorised by Purchaser shall be strictly prohibited.
8.3 Once the Contractual Relationship has ended, Supplier shall immediately return any Purchaser documentation then in its possession to Purchaser.
Processing of Personal Data pursuant to the General Data Protection Regulation (no. 679/2016)
Pursuant to the General Data Protection Regulation, Purchaser herewith advises Supplier that its personal data shall be processed by uploading them into a database, the use of which is necessary for proper performance hereunder, including for purposes of statutory compliance, and to allow for effective performance under all agreements presently signed, or to be executed inter partes hereafter. Supplier’s personal data may be disclosed by Purchaser to specific entities, or more generally to any public or privacy agency or organisation to whom Purchaser is required to disclose such information, with such disclosure being made for purposes including the proper discharge of any duties (both direct duties, and duties incident to the contract) however connected or related to the contract and/or to the Contractual Relationship. The data may further be disclosed to outsourcers performing specific tasks at Purchaser’s behest (e.g. bookkeepers, preparers of financial statements, tax advisors, IT system administrators, market-research firms, managers of correspondence); to banking institutions and non-banking institutions to manage deposits and payments made over the course of performance under a contract; to consortia or associations for purposes of credit protection. Purchaser further advises that the Data Controller is VITO PONTI., headquarters Kastoria, 52100, Greece, Gefira Maniakon
Supplier may at any time exercise its rights under Art. 15 et seq. of the General Data Protection Regulation by sending an email to: firstname.lastname@example.org to obtain:
- a) updates, corrections, and (if desired) supplementation to the data;
- b) erasure, pseudonymisation, or blocking of any unlawfully processed data, including those whose retention is unnecessary given the purposes for which the data were collected or thereafter processed;
- c) a statement that the operations appearing in (a) and (b) hereof were brought to the attention (including with respect to their content) of those to whom the data were disclosed or disseminated, except where compliance with such requirement would be unduly burdensome with respect to the right sought to be protected.
Supplier has the right to object, in whole or in part:
- a) for just cause, to the processing of their personal data, albeit germane to the purpose for which they were collected;
- b) to the processing of their personal data for the purpose of sending marketing or direct-sales material, or for market research or advertising.
Warranties / Purchaser Inspection and Audits
9.1 To the extent permitted by law, and if the purchased Goods are covered by warranty, Supplier shall be required, upon first request and at Supplier’s expense, to replace any defective Good and to perform (likewise at Supplier’s expense) any modifications or corrections that might be necessary to ensure the Goods conform to Order specifications. Supplier shall bear any and all consequences arising from omitted or incomplete performance (whether as to the entirety or to any portion thereof) of any duties imposed on the same, as well as all expenses for repairs and replacements, along with the cost of transport and transfer arising therefrom.
9.2 Replaced or repaired Goods can be covered by a new warranty, identical to the first.
9.3 Without prejudice to Supplier’s exclusive liability, Purchaser shall have the right to perform any inspection (whether directly, or through any direct or indirect instrument) at any time or place on the supply of Goods. Supplier undertakes to cooperate fully with Purchaser in such inspections. Should Purchaser raise any well-founded objections concerning Supplier performance following such inspection, Supplier shall – at its own risk and expense – resolve the concerns raised within a mutually agreeable time frame. Failing that, Purchaser shall have the right to terminate the Contract as a matter of law under the Civil Code.
Delivery, Acceptance of Goods, Objections
10.1 The Goods shall be delivered to Purchaser at the location appearing on the Order or Contract or other document, or to a third party when and if expressly directed by Purchaser. The delivery timeframes set by contract shall be understood as essential, and shall be understood as the date on which the Goods shall be delivered.
10.2 Any defects or nonconformities in the Goods with respect to the Parties’ agreements, along with any apparent flaws, shall be reported to Supplier in writing (notice by fax is acceptable) within fifteen (15) business days of delivery. In terms of any latent defect or nonconformity, the deadline for such reporting shall be fifteen (15) days from discovery.
10.3 In any instance of a justifiable complaint of flaws or nonconformity in the Goods delivered to Purchaser, the latter may choose whether to have Supplier replace the defective goods, or reject and return the Goods to Supplier, who shall then credit the price paid by Purchaser for the delivery of the same.
Prices, Invoicing, Payments, and Late-Payment Interest
11.1 Unless otherwise expressly contemplated in the Order, Contract, or other document executed between the Parties, prices shall be considered firm and final, neither subject to revision or adjustment. Payment schedules, conditions, and terms shall be set forth in the Order, Contract, or other document executed by the Parties.
11.2 Supplier may issue an invoice following Purchaser’s verifying the quantities, and formally accepting the Goods.
11.3 Paying the balance on the invoice shall not be construed as Purchaser’s waiver of the right to report defects and/or non-conformities of the merchandise and/or Goods as supplied.
11.4 The agreed-upon fees shall be paid upon submission of a valid invoice or equivalent document; should a payment be missed or late, the applicable interest rate on the default shall be equal to the Reference Interest Rate set by the European Central Bank (ECB), once a warning-to-abide letter granting the defaulting party fifteen (15) days to cure has been sent. Once that timeframe has elapsed without payment, the aforementioned late-payment interests shall begin to accrue.
Withdrawal and Termination Predicated on Breach
12.1 Purchaser may withdraw anticipatorily from the Contract, effective immediately, by sending a written notice to Supplier, should the authorities (for any reason) revoke or suspend those permits needed by Supplier to complete the supply of Goods.
12.2 Purchaser may withdraw from the Contract should Supplier be subject to an insolvency or bankruptcy proceeding.
12.3 Subject to other, distinct remedies available at law, and moreover in cases of material breach, based on which Purchaser might terminate the Contract for any reason, and without warning, pursuant to the Civil Code, should Supplier breach the duties assumed hereunder, Purchaser shall have the right (following the sending of a warning-to-abide letter granting the defaulting party eight  days to abide and the defaulting party’s failure to cure):
– Seek cover from a third party of Purchaser’s choosing, at Supplier’s expense (even if such cover proves more expensive) without prejudice to the late fees under Art. 6, supra;
– Terminate the Contract by sending a registered letter or express courier with advice of receipt, subject to the right to seek greater damages.
12.4 The provisions of the instant article shall apply during the warranty period, as well.
12.5 Purchaser shall further terminate the Contractual Relationship then pending with Supplier by sending ten-days’ notice, which shall be sent by registered mail or express courier with advice of receipt, should Supplier’s financial or commercial position, or its shareholder register, change to the point that Purchaser’s operations or interests might be compromised.
13.1 In all cases in which the nature of the supplied Good require it and/or where the supplied Good might create a risk as against the Purchaser and/or create a risk by the latter against its own customers or employees or associates in general, or should Purchaser specifically request the same, Supplier shall be required to secure insurance coverage from a first-tier insurance company to insure against the aforementioned risks; the insurance policy shall enter into effect beginning on the first day the Contractual Relationship goes into effect, and shall remain in effect throughout the duration of the same.
13.2 Supplier shall deliver Purchaser a copy of the policy(ies) if required under the immediately preceding point no later than one week after the Contractual Relationship takes effect.
13.3 The purchase of an insurance policy shall neither remove nor reduce Supplier’s direct liability under the instant Conditions.
13.4 Supplier undertakes to do everything necessary to secure indemnification from the insurance companies, and in instances of third-party liability, to seek indemnity or any damages to which it is entitled.
14.1 Only the following events shall be considered force majeure: those unforeseen and unforeseeable events that impede Order fulfilment, including but not limited to nationwide strikes, earthquakes, floods, war, epidemics (in terms of raw-material delivery) and the like.
14.2 Any failure to secure the necessary manpower and/or the impossibility of subcontracting goods or services shall not constitute force majeure.
14.3 Should the incident of force majeure continue for more than two (2) weeks, Purchaser may deem the Order (or portion thereof) on any Good not yet delivered cancelled.
15.1 Any dispute between Purchaser and Supplier arising out of the instant general conditions shall be heard exclusively by any of the Greek courts designated by VITO PONTI’s lawyers.
Savings Clause and Acceptance of the Conditions
16.1 Should any dispute arise between the Parties for any reason, Supplier shall not be permitted to toll performance until Purchaser allows otherwise.
16.2 The present General Conditions of Purchase shall, regardless, apply should Supplier – even before signing them in acceptance – begin to perform as Purchaser has requested. Purchaser herewith rejects any General Conditions of Sale as Supplier might hereafter submit. No erasures, strike-throughs, or amendments of any kind or type shall be allowed on the instant General Conditions of Purchase. Pursuant to the Civil Code, the following clauses, following careful reading and deliberation, are herewith expressly approved: Art. 3 (Contract Documents) – 5 (Supplier Liability, Assignment, and Subcontracting) – 6 (Penalties, Invoicing, and Late-Payment Interest) – 9 (Warranties) – 10 (Delivery, Goods Acceptance, and Objections) – (Breach and Termination) – 13 (Insurance) – 14 (Force Majeure) – 15 (Forum Selection) – 16 (Savings Clause).
GOODS AND SERVICES
If you are interested in becoming an approved VITO PONTI supplier for any of the following:
– Construction/building materials and derivatives thereof;
– Office supplies (stationery, print materials, magazines, office consumables);
– Telecommunication supplies;
– Work equipment and devices (uniforms, accident-prevention, security, fire-prevention supplies);
– Electrical work;
– Maintenance and repair services on works, buildings, and related technological systems;
– Logistics, facility management, catering;
– Materials and waste disposal
We ask that you please send an email to email@example.com providing your business name and your contact information.
The luxury tax was introduced by the Greek State and applies to all transactions involving the sale of furs in all the countries of the European Union. It is a percentage tax and currently stands at 20% of the sales price, including the 24% VAT.
For example, if you buy a fur coat costing € 1.000, 24% VAT (240 euros) will be added to it, then the 20% luxury tax (€ 248) will be added to the total price (1240 euros).
The final price breakdown is set at:
1000 EUR Cost
240 EUR VAT
248 EUR Luxury Tax
EUR 1488 Total
VITO PONTI would like to take this opportunity to inform you that, for purposes of out-of-court contract dispute settlements (for any completed online sale) – and without prejudice to any consumer rights of access to the judicial system – you may file a complaint online using the European online dispute resolution platform (ODR) at the following address: http://ec.europa.eu/consumers/odr/, pursuant to the provisions of (EU) Regulation no. 524/2013 promulgated by the European Parliament and Council on 21 May 2013 governing online consumer transaction dispute resolution.