B2B Terms & Conditions

1. SUBJECT OF THE CONTRACT

1.1. The Parties hereby agree that the Supplier shall supply and deliver in exchange for remuneration the following goods to the Purchaser, subject to CIP Incoterms 2020 and the terms of this Contract the below products:

- IT and computer hardware and components, consumer electronics and other goods, the nomenclature of which is to be agreed in writing between the Parties in the Specifications and/or invoices to the present Contract (hereinafter the "Goods”). Each Specification shall form a separate Annex to the present Contract.

1.2. Specifications, ASBIS Policies, and invoices (hereinafter the “Annexe(s)”) form an integral part of the present Contract.

1.3. The Goods could be delivered by any means of transportation (including by sea, air, or land) agreed by Parties with appropriate freight costs.

1.4. The purpose of purchase of the Goods shall be for Purchaser’s own use unless a different purpose will be indicated in the respective Annex.

1.5. Other terms of sale of the Goods to the Purchaser, not stipulated in the present Contract and/or Annexes, shall be governed by the Supplier's Terms and Conditions of Sale, the currently applicable version of which is located here: http://www.asbis.com/about/terms.cfm (Prestigio Plaza LTD is the subsidiary of ASBISC Enterprises PLC, more info can be found at www.asbis.com). In case of conflict between the Supplier's Terms and Conditions of Sale and Contract and/or Annexes, the present Contract and/or Annexes shall prevail.

1.6 For the Goods that are dedicated to be delivered to another EU member state and/or to be exported outside of the EU territory in case the delivery to the territory designated by the Purchaser is organized by the Purchaser, its agents or carriers, the Purchaser agrees and undertakes to deliver to the Supplier within 7 (seven) calendar days after receipt of the Goods all the documents evidencing the delivery signed by the Purchaser (and/or its agent) and/or Export Declaration documents issued by the EU customs at the border of exit from the EU territory (if applicable). In case after the abovementioned period expires and no documents evidencing the delivery and/or Export Declaration(s) duly issued (if applicable) have been received by the Supplier, the Purchaser will indemnify and compensate the Supplier all and any amounts of VAT and penalties applicable for such Goods at the first request of the Supplier.

For the avoidance of doubt, in case the delivery to the territory designated by the Purchaser is organised by the Supplier, the Purchaser does not have any obligations with respect to this clause.

2. PRICES AND TOTAL VALUE OF THE CONTRACT

2.1. The total cost of the Goods supplied under the present Contract is agreed upon and provided by the Parties in the corresponding Annexes to the Contract.

2.2. The Contract currency is EUR. The nomenclature and prices of the Goods are specified in the EUR in corresponding Invoices to the present Contract.

2.3. All expenses arising out of the export of Goods within the Supplier's country shall be borne by the Supplier.

2.4. All duties, taxes, and other levies, as well as costs of customs clearance of the Goods, arising out of the import of Goods in the Purchaser’s country (or in the country where the delivery point is situated) shall be borne by the Purchaser.

3. PAYMENT TERMS AND TITLE

3.1. Payment for the Goods, supplied according to this Contract, shall be made by the Purchaser in full and in advance, upon issuance of the proforma invoice to the purchase order.

3.2. The obligation of the Purchaser to pay for the Goods shall be deemed as fulfilled on the day the funds are credited to the Supplier's bank account.

3.3. All bank charges in relation to the execution of this Contract are at the Purchaser's expense.

3.4. On payment, the Purchaser shall reference the number of the present Contract and the corresponding Annexes to it. In case the Purchaser did not reference to the number of invoices or Annex (Specification) to the Contract, the Supplier has its right to decide which shipment of Goods is paid.

3.5. Title to the Goods shall pass simultaneously with the Risk.

3.6. Risk passes in accordance with the applicable Incoterms 2020 Rule in use.

3.7. Unless otherwise agreed in writing, all amounts payable to the Supplier under this Contract shall be paid by wire transfer to one of the bank accounts specified in Clause 19 of this Contract. For the avoidance of doubt, the preferred account shall be specified in the corresponding invoice.

4. TERM OF SHIPMENT

4.1. Term of shipment of the Goods shall be stipulated in the corresponding Proforma Invoice to the present Contract.

4.2. According to the present Contract, the Supplier has the right to execute partial and/or early shipments of Goods.

4.3 The term of shipment of Goods is met if the Goods specified in corresponding Annexes to the present Contract are dispatched within the agreed shipment term. If the shipment is delayed due to reasons beyond the Supplier’s responsibility, the shipment term is deemed to have been met when the Supplier provides the Purchaser with the notice of readiness of Goods for the shipment within the shipment term.

4.4. If the failure to comply with the shipment term is caused due to force majeure circumstances beyond the Supplier’s control and/or actions/inaction of the Purchaser, the delivery term shall be extended accordingly.

5. WARRANTY

5.1. The Supplier guarantees that the Goods supplied under the terms of the present Contract are new, unused, and containing serial number models.

5.2. The warranty period for the Goods delivered under the present Contract shall be according to the warranty terms provided by the manufacturer and stated on the package, Goods' manuals, and/or other documents accompanying the Goods. The warranty period shall commence from the date of shipment of the Goods to the Purchaser unless otherwise stated by the manufacturer or provided in this Contract further.

5.3. The Supplier shall assume all warranty repair responsibilities, and the Purchaser shall only be entitled to seek repair or replacement of the products directly from the Supplier at the following location: 1 Iapetou, Agios Athanasios 4101, Limassol, Cyprus; or at an authorized service center as per agreement with the Supplier.

5.4. The Purchaser shall fulfill all instructions on the use and storage of the Goods in exact compliance with manuals, technical documentation, and applicable rules.

5.5. The Supplier shall not accept claims related to the defect of Goods arising from the negligent or improper storage, transportation, handling, negligent or improper installation, and/or use outside of the technical specifications of the Goods.

6. QUALITY

6.1. The quality of the Goods shall fully comply with the technical conditions and standards applicable in the Supplier’s country at the time of entering into this Contract.

7. PACKING AND MARKING

7.1. Packing should secure the full safety of the Goods during transportation by all kinds of transport means including transshipments. In case the packing does not ensure the safety of the Goods for which a commercial act will be drawn up together with the carrier, the Supplier will reimburse the losses of the Purchaser caused by improper packing. Each package is to be marked as follows:

1) country of destination;

2) gross and net weights;

3) item number.

In case the package has not been marked, the Supplier shall provide the Purchaser with the abovementioned information in a separate letter.

8. SHIPMENT NOTIFICATION

8.1. Within 48 hours (24 hours in case of transportation by air) after placing the Goods at the disposal of the forwarder, the Supplier shall provide the Purchaser by fax or e-mail stipulated in this Contract with the following information:

1) date of shipment;

2) number of dispatch notes;

3) number of packages;

4) gross weight.

9. ACCEPTANCE, CLAIMS AND PENALTIES

9.1. Immediately upon receipt, the Purchaser shall inspect the Goods and the packaging of the Goods supplied under this Contract. The Purchaser must cross-reference them against the transportation documents and the Annexes to the Contract in order to confirm correspondence with the name of the delivered Goods and their packaging to the data indicated in it. If the Purchaser discovers irregularities to the Goods and/or damage to the package of the Goods, then the Purchaser must make appropriate entries in the transportation document. In addition, the Purchaser shall prepare and sign together with the transportation company/carrier a Claim act (in accordance with the applicable transportation rules) with respect to the Goods.

9.2. The Purchaser shall inspect the Goods, supplied under this Contract, with respect to their quantity, quality, range of products, condition of inner packing, and possible damage to the Goods within 5 (five) business days from the date of receipt of Goods. In case the Goods or the packaging of such Goods are damaged or defective, or if an incorrect quantity of the Goods is supplied in comparison with the due quantity provided in the transportation documents, the Purchaser shall notify the Supplier in writing, through signing of a relevant act, and sending it to the Supplier, with a reference to any noncompliance of the Goods to the terms of this Contract.

9.3. Any claim regarding hidden defects of the Goods, which could not be discovered during the external inspection of the Goods at their initial examination, shall be brought by the Purchaser to the Supplier in writing by signing a relevant act and sending it to the Supplier within 30 (thirty) days of the receipt of the Goods but no more than 10 (ten) calendar days after the date on which such hidden defects are discovered.

9.4. Failure to comply with the time limits established by the Contract for the performance of acceptance of Goods or for giving notices as provided above in the Clauses 10.1–10.3 of this Contract within the time specified shall be deemed an acceptance of the Goods by the Purchaser as of the date of shipment.

9.5. If the shipment is delayed for more than 30 (thirty) calendar days for reasons attributable to the Supplier, the Purchaser shall submit a notice in writing thereto and may claim a fine equal to 0,5% (half percent) of the cost of the prepaid but not shipped Goods (lot of Goods) for every complete week of the delay. The delay begins on the last calendar day of a month following a scheduled shipment date according to the respective Annex. Payment of the fine will not release the Supplier from the fulfillment of its obligations under the present Contract if the Purchaser has not lost interest in the shipment of those Goods. The total aggregate amount of the fine shall not exceed 5% of the total cost of the prepaid Goods.

9.6. In case the payment is delayed for more than 5 calendar days, the Purchaser shall pay the fine in the amount of 0,5% (half percent) for every completed week's delay of the cost of unpaid Goods. Payment of the fine will not release the Purchaser from the liability to fulfill its obligations under the present Contract. The Purchaser will pay the fine on the first request of the Supplier.

9.7. The Purchaser is entitled to cancel the shipment of overdue lot of Goods if the shipment of those Goods is delayed for more than 2 months from the term of shipment stipulated in the corresponding Annex. In this case, the Purchaser shall send to the Supplier a written notification on cancellation of the overdue shipment. In case the Goods are already delivered to the agreed place of delivery before such notification, the Purchaser loses its right to cancel the overdue shipment but does not lose the right to claim the penalty mentioned in clause 9.5. above.

10. FORCE MAJEURE

10.1. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the Party affected and which by the exercise of reasonable diligence the Party affected was unable to prevent provided that event or circumstance may be (including but not limited to) the following: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, requisition or compulsory acquisition by any governmental or competent authority; (b) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component; (c) earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity; (d) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labour not employed by the affected Party, its contractors or its suppliers; and (e) epidemic or pandemic.

10.2. Sanctions for deliberate actions of the Party shall not constitute force majeure.

10.3. Neither Party is responsible for any failure to perform its obligations under this Contract if it is prevented or delayed in performing those obligations by an event of force majeure.

10.4. Where there is an event of force majeure, the Party prevented from or delayed in performing its obligations under this Contract must immediately notify the other Party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that Party from, or delaying that Party in performing its obligations under this Contract and that Party must use its reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the contract and to fulfill its or their obligations under the Contract. If such a notice is not made as soon as possible, the Party affected by force majeure event loses the right to invoke them in its defence, unless the mentioned event makes it impossible to send the notice. The certificate issued by the respective Chamber of Commerce (and Industry) will be sufficient proof of the existence and duration of the force majeure event.

10.5. Upon completion of the event of force majeure the Party affected must as soon as reasonably practicable recommence the performance of its obligations under this Contract.

10.6. Neither Party has any liability for (a) any costs, losses, or expenses during an event of force majeure; and (b) any delay costs in any way incurred due to an event of force majeure. However, an event of force majeure does not relieve a Party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner that matured before the occurrence of that event.

10.7. If a force majeure event and circumstances exist for more than 6 (six) months, the Supplier and the Purchaser should decide the destiny of the present Contract. If the Parties do not come to the consent, the Party, which was not affected by the force majeure event and circumstances, gets the right to terminate the present Contract without the right to bring the case before a court or arbitrage.

11. GOVERNING LAW

11.1. The present Contract is governed by the laws of the Republic of Cyprus. All disputes and differences, which may arise out of/or in connection with the present Contract, will be settled by negotiations between the Parties. The Party receiving a written complaint from the other Party is obliged to examine it and to submit a response within 30 (thirty) calendar days from the date of its receipt. If the Parties do not come to an agreement, any dispute, controversy, or claim arising out of or relating to this contract, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the CAMC Arbitration Rules. The appointing authority shall be the Cyprus Arbitration and Mediation Centre. The number of arbitrators shall be three, the place of arbitration shall be Nicosia, Cyprus, and the language to be used in the arbitral proceedings shall be English.

12. TERM AND TERMINATION

12.1. The present Contract comes into force at the moment of its signing by both Parties and is valid until 31/12/2025, and regarding the obligations commenced before the mentioned date until full and due performance of those obligations.

12.2. Either Party is entitled to terminate this Contract with prior written notice to another Party within at least 30 (thirty) calendar days before the termination.

12.3 If neither Party has declared its intention to terminate this Contract within 30 (thirty) calendar days before its expiration, the Contract is considered automatically extended for each subsequent calendar year on the terms being in force until terminated by either party by way of 30 (thirty) calendar days written notice.

12.4. Imposition of sanctions by any international institutions and\or the U.S. and\or the European Union to any of the Parties hereto, shall be a non-negotiable ground for an immediate termination hereof by the other Party unilaterally.

13. CONFIDENTIALITY

13.1. All information about the contents of this Contract and the Annexes thereto, about the activities of the Supplier, or the activities of any other party associated therewith, which is not publicly available, and any information provided by the Supplier to the Purchaser in connection with this Contract, is confidential. The Purchaser shall not reveal or disclose the said information to third parties without the prior written consent of the Supplier and shall not use it for any purposes other than those associated with the performance of this Contract.

14. MISCELLANEOUS

14.1. The Parties may establish modifications and/or amendments to this Contract, provided those modifications and amendments are made in writing and signed by the authorised representatives of the Parties.

14.2. All Annexes to the present Contract shall be considered integral parts thereof.

14.3. After the Contract has been signed all the previous negotiations and correspondence pertaining to it become null and void.

14.4. The present Contract is drafted in English and may be signed in two counterparts, each of which shall constitute a duplicate original but both counterparts shall together constitute the one agreement.

14.5. Correspondence between the Parties may be made via fax and/or email. The Parties acknowledge the legal force of electronic letters, fax documents, and scanned copies of documents and recognize their equivalent to the documents on paper, signed the handwritten signature, subject to the subsequent mandatory exchange of originals.

14.6. The Parties shall immediately inform one another of changes to their location, mailing address, and payment details.

14.7. Omission by the Party to require fulfillment of any term of the Contract and/or to seek recourse any rights under the Contract shall not be construed as a waiving of such right(s) to do so at some later date, nor shall it in any way impair the Contract or the rights of the Parties under the Contract.

14.8. Failure or delay by the Parties in enforcing any right under this Contract or partially enforcing a provision thereof will not constitute a waiver of Parties rights. A waiver by one Party of a breach or default of the other Party will not be deemed a waiver of a subsequent breach or default and will not affect the other terms of this Contract.

15. COMPLIANCE WITH SANCTIONS AND LAWS

15.1. Neither Party nor its shareholders, directors, officers, employees, agents, affiliates, representatives or other persons acting on behalf of the Party is currently the subject or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority. any international institution and\or the U.S. and\or the European Union.

15.2. The Parties shall refrain and cause its shareholders, directors, officers, employees, agents, affiliates, representatives or other persons acting on behalf of the Party to refrain, from doing business, directly or indirectly, which is in violation of the U.S. Export Administration Regulations; and/or the U.S. International Traffic in Arms Regulations; and/or applicable U.S. sanctions and embargoes administered by the U.S. Department of the Treasury; and/or the European Union’s Regulations; and/or OFAC and/or EU sanctions; and/or applicable controls; and any subsequent re-enactments or amendments thereof being in force and affecting the Goods.

15.3. In performing their obligations under this Contract, the Parties shall comply with all applicable anti-corruption and anti-money laundering laws, and regulations and refrain from any actions which are or can be considered as corrupted as well as not to do any actions aimed for financing of terrorism or violating of applicable local and international legislation on money-laundering.

15.4. The Purchaser represents and warrants that it is, and shall remain during the term of this Contract, in compliance with ASBIS’ Global Business Ethics Policy, ASBIS’ Export Compliance Policy and Annex to ASBIS’ Export Compliance Policy, all attached as Annex 1, forming an integral part of the present Contract. Furthermore, the Purchaser shall be in compliance with all applicable laws, regulations, and codes, including but not limited to all anti-bribery laws and regulations. The Purchaser shall not, directly, or indirectly, engage in prohibited conduct. Prohibited conduct includes promising, offering or granting to a person any undue advantage (and/or gain and/or bribe) or requesting or accepting any undue benefit or advantage (and/or gain and/or bribe) to improperly influence actions in connection with services ordered and provided under this Contract.

15.5. The Supplier or its designated representatives shall have the right to access, audit and review the books and records of the Purchaser, and to keep copies thereof, to the extent relevant to this Contract. Such access, audit and review shall be reasonable as to the scope, place, date, and time. The Purchaser shall fully and in a timely manner cooperate in any review or audit conducted by or on behalf of the Supplier, including responding accurately and completely to all inquiries and providing any requested documents.

15.6. The Parties guarantee and confirm that fulfilment of the terms and conditions hereof is not aimed to violate effective legislation in force, rights, and interests of any third party and\or the state.

15.7. In addition to any other remedy available to the Supplier, the Purchaser shall indemnify, keep indemnified and hold harmless (on a full indemnity basis) the Supplier and its affiliates, officers, and personnel against any and all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties suffered or incurred as a result of any breach of this Section. The Supplier reserves the right to terminate the Contract immediately upon written notice and without penalty in the event of such breach.

15.8. The Supplier shall not be obliged to perform any obligation under the Contract and shall have the right to terminate the Contract, without being liable for any damages or costs of any kind, if in its sole discretion, it reasonably believes that such performance in full or in part would place it in violation of any restrictions of this section (including, for the avoidance of doubt, if such violation would be the result of any delay to, or refusal of, the grant of any license required under the restrictions mentioned in this section).

16. SURVIVAL

16.1. On termination and/or expiry of this Contract, Clause 12 (Confidentiality) shall continue to be in force indefinitely.

16.2. Termination and/or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination and/or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination and/or expiry.

17. SEVERANCE

Any and all provisions of this Contract shall be interpreted in such a manner as to be effective and valid under the applicable law. If any provision of this Contract shall nevertheless be held to be prohibited by and/or invalid under applicable law, such provision shall be limited only to the extent of such prohibition or invalidity, without affecting the validity and/or enforceability of the remainder of such provision or the remaining provisions of this Contract.