GENERAL TERMS AND CONDITIONS of ARMET MOBILITY
1.1 In this General Terms and Conditions, the following expressions have the following meanings:
AC Products: AC (alternative current) charging devices;
Authorized Installer: a natural or legal person with the legally required certifications and/or authorizations to perform the installation of electrical structures in the location where the installation of the Product(s) is to be performed and directly hired by Armet Mobility to perform such installation.
Business day(s): a day other than a Saturday or Sunday or public holiday in Greece.
Commissioning: configuration and set-up of the Products after their installation which allows their correct and normal operation.
Commercial Offer: a document which states the technical, economic and logistical details of the offer provided by Armet Mobility to the Customer and which is considered a Contract or a part of the Contract between Armet Mobility and the Customer. In particular, the Commercial Offer includes at least the Customer's contact details, billing details, the description of the Products and/or Services offered, the number of units, and the final price.
Confidential Information: information (I) disclosed by the other Party as a consequence of or through its contractual relationship by virtue of this Agreement, or past oral or written contractual agreements; (II) that is not generally known outside the disclosing Party; and (III) which concerns or relates to the actual or contemplated business of the disclosing Party, or which was legally received from a third Party. Confidential Information is intended to include but is not limited to, any and all trade secrets, discoveries, ideas, concepts, methods, processes, designs, drawings, specifications, techniques, models, data, documentation, procedures, sales and marketing techniques, and materials, marketing and development plans, customer and supplier lists and data, all information relating to or provided by the disclosing Party’s actual or potential customers, owners or suppliers, price lists, pricing policies, business strategies and financial information.
Contract: the written contract that governs the relationship between Armet Mobility and the Customer on which these General Terms and Conditions apply if not mentioned specifically otherwise. In its absence, the agreement formed by these General Terms and Conditions and the Commercial Offer will be considered as Contract between parties.
Customer: the person or company that purchases the Products and Services offered by Armet Mobility as indicated in the Commercial Offer.
DC Products: Fast and ultra-fast DC (direct current) charging devices
General Terms and Conditions: These General Terms and Conditions of sale for the business-to-business or business-to-person transactions.
Intellectual and Industrial Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Manufacturer: Original Manufacturer of the Hardware and/or Software that the Supplier is providing to the Customer as part of the Commercial Offer.
Order: an order issued by the Customer in accordance with clause 4.
Party: Supplier or Customer, individually and as applicable.
Parties: together Armet Mobility and Customer.
Product(s): All AC and/or DC products and/or Software offered by Armet Mobility under the Commercial Offer.
Supplier - Armet Mobility
Service(s): All Services offered by Armet Mobility under the Commercial Offer. This may include (I) the installation of the Products and/or (II) their Commissioning. Services such as corrective and/or preventive maintenance are excluded from this Agreement and, if requested by the Customer, shall be regulated through a separate agreement.
Software(s): All Software solutions related to but not limited to functionalities of AC and/or DC products and/or Services offered by Armet Mobility under Commercial Offer.
Warranty Period: a period of 24 (twenty-four) months, or in accordance with the manufacturer specifications, starting on the date the Goods are delivered or are sold or installed to the Buyer/end customer.
2. Scope of application:
2.1. These General Terms and Conditions, together with the Commercial Offer form the Contract between the Parties in relation to the supply of Products and the provision of Services performed by The Supplier in favor of the Customer.
2.2. If the documents mentioned in clause 2.1 above are inconsistent, the order of precedence will be as follows: (I) the Commercial Offer (II) the Contract governing relationships between parties, and (III) his General Terms and Conditions.
2.3. Any modification, exclusion, variation, or exception to these General Terms and Conditions urged by the Customer in relation to one or more Orders, (I) will only be valid if it had been formulated in writing by the Customer and accepted in writing by the Supplier; and (II) it will only be applicable to the specific Order for which it had been proposed by the Costumer and duly accepted by the Supplier, not being extended to other Orders or contracts, past or future, signed between the parties.
2.4. These General Terms and Conditions will prevail over any general conditions of the Customer.
3. Products and Services:
3.1. Unless otherwise agreed in writing, the Supplier will deliver the Products and/or provide the Services to the Customer as described under the Commercial Offer.
3.2. Any description or information relating to the Products or the Services, even if it is included in websites, brochures, catalogues, price lists or other documents of the Supplier, is for information purposes only and shall be binding on the Supplier only if it has been expressly mentioned in the Contract.
4. Purchasing hiring process:
4.1. To request the purchase of any of the Products, the Customer may contact the Supplier by mail or phone to place the corresponding Order from Monday to Friday from 8:00 AM to 8:00 PM (GMT +2).
4.2. Each Order shall specify, at least:
Reference of the product and number of units
Expected delivery date and location
Other instructions or requirements related to the Order
4.3. The Supplier shall notify the Customer in writing the acceptance of the Order within seven (7) business days from the reception of the Order, any tacit acceptance being excluded.
4.4. Depending on the availability of the Products, the Supplier will be free to deliver them at once or in several successive deliveries. In this case, the Supplier must inform the Customer of this circumstance, indicating the date of delivery of each of the products.
4.5. Once the Supplier has notified the Customer of the acceptance of the order, the Customer will not be able to change the Order, unless it is expressly accepted by the Supplier in writing. In this case, the Customer should issue a new Order to be accepted by the Supplier and the previous one should be left without effect. In no case, the Supplier would be liable for not accepting changes to the Orders once the order has been accepted.
4.6. The Supplier will not be obliged to accept any order or make any delivery of the Products in case there were invoices whose payment were pending at the date of reception of the Order or at the date of delivery of the Products, being expressly released from any type of responsibility derived from this circumstance.
5.1. The Customer agrees to pay the prices set out in the Commercial Offer.
5.2. Prices are as shown on the Commercial Offer and are quoted with or without VAT depending on whether the Customer is a business or a person. The customer agrees to pay any taxes, including VAT, that are due in relation to the Services and/or Products that are due but that are not mentioned in the Commercial Offer.
6. Invoicing and Payment conditions:
6.1. Payment terms shall be determined in the written Contract between parties based on the Supplier assessment of the Customer's financial risk.
6.2. The Supplier may exercise its right to suspend the Contract if it does not receive payment of an invoice according to the agreed payment terms in the Commercial Offer.
6.3. If not otherwise agreed by the parties in the written Contract, the advance payment (NET0) will be considered as general payment condition. In this case, the order is not considered placed until the full payment is received by the Supplier.
7. Delivery of Products:
7.1. Except otherwise agreed in the Commercial Offer or in any other written agreement between the parties, the Delivery of Products will be carried out under Incoterm EXW at the Supplier Warehouse in Athens.
7.2. Timing deliveries will be as foreseen in the Commercial Offer. The Customer expressly accepts that the estimated delivery times communicated by the Supplier are not exact and are approximated since they may depend on many factors such as order volume, manufacturing delays, and any delays caused by third parties.
7.3. The Supplier shall have no liability for any delay in delivery of the Products that is due to force majeure or any failure by the Customer to provide any required information in good time.
7.4. Upon reception of the Products, the Customer shall verify that it has received the quantity of Products agreed in good condition. If no communication is received in two (2) Business Days from reception of the Products, it shall be understood Products have been received in full and in good condition.
8. Installation service conditions:
8.1. All installation packages offered by the Supplier under the Commercial Offer are based on an installation carried out under normal and regular conditions and solely include the works specifically included in the Commercial Offer or as specifically agreed in writing by the parties.
8.2. Any kind of refurbishment work is not included. In case they are necessary, they will be budgeted separately upon request of the Customer.
8.3. Proper installation requires the appropriate conditions for the installation of the Products in accordance with the terms of the Contract.
8.4. This Contract is based on the circumstances declared by the Customer regarding the installation to be done, which constitute the basis for acceptance of the Contract by the Supplier and for the validity of it. Therefore, the Customer affirms that the information provided regarding the installation and himself is true and undertakes to inform the Supplier of any variations that may occur with respect to the real circumstances of the installation and himself.
8.5. The Customer expressly authorises the Supplier and/or its Authorised Installer to access the place(s) where the installation(s) are to be performed and the Product(s) are located; said location must be accessible and suitable for the correct operability of the Product(s). Failure by the Customer to comply with the obligation to authorise physical access agreed in this Contract will entitle the Supplier to deliver the Products purchased by the Customer without any obligation to install it, and not to reduce the price of the Contract or pay any penalty or compensation whatsoever.
8.6. Except required by the Customer and budgeted separately, the customer will be responsible for obtaining the necessary permits and/or authorisations for the installation of the Products if such permits and/or authorizations are required (this includes without limitation authorizations for new power supply if necessary). Likewise, the Supplier is exempt from all liability for any damages that may be caused to the Product(s) and/or installation(s) of the Customer or third parties, including possible administrative sanctions, if the location where the Customer intends to install the Product(s) is not suitable for this purpose or the Customer has not obtained the appropriate authorizations and/or permits if these are necessary.
8.8. The products must be at the place where both Parties have agreed that the installation is to take place (the “Installation Place”) on the day the installation is scheduled to take place (the “Installation Day”). If the Products are not at the Installation Place on the Installation Day due to causes non attributable to the Supplier, the Customer shall bear all related costs (such as, but not limited to, transport the Products to the Installation Place) or may require this to be budgeted separately.
8.9. While the Products are uninstalled on the Customer's premises, the Customer shall take care of them with the utmost diligence. The Supplier shall not be liable for any damage caused by improper storage of the Products.
9. Maintenance and CPO service:
9.1. Conditions applicable to the Maintenance and CPO Service (if contracted by the Customer) will be agreed between the Parties by virtue of a specific agreement.
10. Commissioning conditions:
10.1. Only if specifically included in the Commercial Offer, the Supplier shall perform the Commissioning of the Products understood as the performance of all the necessary technical and material procedures to ensure that the Product can operate normally regarding its expected use.
10.2. Only for DC Products, and if the installation has not been performed by the Supplier, the following shall apply:
The Customer shall inform the Supplier about the expected date of installation as well as any possible delays or incidents that have occurred in relation to it and which can directly affect the Commissioning service. Likewise, the Customer shall also inform the Supplier of the completion of the installation at least fifteen (15) calendar days before the expected date of Commissioning.
The Customer shall send to the Supplier the fully completed form attached as Annex I (the “Commissioning Form”) together with the Commissioning Services request. The Commissioning Form may be updated from time to time by the Supplier and the Customer accepts that the new one will become part of this Agreement, if it has been notified to the Customer within a reasonable time in advance.
If the installation has not been performed by the Supplier, the Customer shall deliver to the Supplier the corresponding proofs and documentation relating to the legalization of the installation. Likewise, the Supplier shall be able to verify that the installation complies with the local regulations before carrying out the Commissioning.
Failure to comply with any of the conditions set forth above may result in the Supplier not performing the Commissioning service.
10.3. When the Commissioning of the Products has not been performed by the Supplier, the Customer shall send to the Supplier, after the Commissioning has been performed, a commissioning report as requested by the Manufacturer duly completed in order to allow the Supplier to check that the commissioning has been performed properly and according to the Supplier instructions (the “Commissioning Report”). The Supplier shall analyse the Commissioning Report and communicate to the Manufacturer to provide the Customer with an official approval or rejection approximately within the next fifteen (15) business natural days after reception (“Commissioning Approval”). The Manufacturer is the sole responsible and authorized to make the final approval or rejection of the Commissioning Report. The Supplier shall, within its capabilities, provide support needed to the Customer but does not take any responsibility for the outcome of the Commissioning process. The Warranty of the DC Products won’t be activated until the Manufacturer approves the Commissioning Report.
11.1. The warranty refers to the replacement or repair of the damaged part or subassembly in this warranty period. To take benefit from the warranty, the Client shall notify the Supplier in writing, within 48 (fourthy-eight) hours of fault finding about the defect found and will not make any unauthorized intervention on the damaged product.
11.2. To qualify for warranty Customer must comply with the following instructions:
Before installation / mounting / use carefully read the instructions for use of the product.
Product will be installed only by qualified installers as described in article 18.2.
In the occurrence of a malfunction Customer will stop using the device.
In the occurrence of a malfunction, the Customer will perform no action to fix the device without prior notice from the Supplier!
In case of warranty repair requests presented the original purchase invoice of the product.
The guarantee does not extend over accessories incorporated into the product.
Damage of any kind that was not disclosed to the Supplier according to the article 7.4.
11.3. The warranty of Products does not include any damaged caused by misuse, abuse, negligence, accidents, works made by third parties, failure to comply with correct operating and environment conditions, maintenance works performed inappropriately or improper use of articles or supplies other than those specified in writing by the Supplier or by the manufacturer of the respective equipment. If within the warranty period, parts or subassemblies in the composition of equipment are assembled, when the replacement articles are fitted, the articles or subassemblies replaced become the property of the Supplier.
11.4. The defective goods/products will be repaired/replaced in accordance with the Manufacturer's policy and only if the terms and conditions mentioned in the warranty certificate issued by the manufacturer of the products are met (printed or digital). The Supplier will act as an intermediary between the Customer and the Manufacturer, but ultimately the decision on the acceptance of the warranty will be the sole responsibility and authority of the manufacturer. Therefore, the Supplier does not take responsibility for the outcome of the warranty process.
11.5. The Supplier guarantees that the Products comply with all legal requirements and applicable rules and regulations currently in force in Greece and the European Union, existing as of the effective date of the contract between parties, particularly with the product safety and quality laws and regulations that are in force. In case of modification of such legal requirements, and official notification from the Manufacturer, the Supplier shall immediately inform the Customer thereof and, offer to make corresponding modifications to the Products to comply with Greek and European Union legal requirements. The costs and expenses of such compliance shall be settled by negotiation between Supplier and Buyer. Supplier shall, if requested, provide, for each Product sold to the Customer a full Conformity Declaration of compliance with EU Directives and with related regulations, providing also corresponding test reports. Supplier is engaged to keep updated the above-mentioned documentation following corresponding changes in EU rules.
12.1. The Contract will start on the date of signature of the Commercial Offer by the Customer or the date of the signature of the written Contract between two parties.
12.2. Either Party may end this Contract immediately by giving written notice to the other if (I) the other materially breaches it and does not remedy the breach within 14 (fourteen) days; or (II) the performance of it may breach a legal or regulatory requirement.
12.3. Furthermore, either Party may terminate this Contract with 3 (three) months' written prior notice. The Customer agrees to pay the Supplier for all Services performed by the Supplier and the Products ordered by the Customer up to the date of termination.
12.4. Notwithstanding the above, any cancellation of the Contract by the Customer less than fifteen (15) days before the scheduled delivery date agreed between the Parties shall entitle the Supplier to claim direct damages caused. In case the Products are already produced by the manufacturer and there is a written statement, the Supplier shall in any case be entitled to claim the price of the Products already produced.
14. Technical support:
14.1. The Supplier will provide the Customer with technical support as provided in the Commercial Offer.
15. Compliance with applicable regulations:
15.1. The Customer declares, guarantees and, where appropriate, undertakes to comply with and observe all the legal provisions that are applicable at all times in its territory in relation to the acquisition, installation and, where applicable, reselling of the Products, leaving the Supplier harmless from any breach of such obligations and assuming any payment, fine, sanction or penalty that may be imposed to the Supplier derived, directly or indirectly, from a breach of this Section by the Customer.
15.2. Likewise, the Customer undertakes to ensure compliance with the obligations indicated in the previous section 15.1 by its subcontractors or reSuppliers, if any, taking any responsibility for these matters and leaving the Supplier harmless from any breach of such obligations.
16. Installation Service:
16.1. Unless otherwise agreed, the installation Service will be provided only if specifically mentioned in the Commercial Offer.
16.2. The parties undertake that all installations will be carried out by a qualified installer, “qualified" meaning that the installer complies with the applicable regulations at all times and in each territory during the execution of the installation, as well as the quality standards for installers in the industry.
17.1. The Supplier shall solely be liable towards the Customer. Any liability towards third parties is expressly excluded. The Supplier does not accept any kind of liability not expressly foreseen in these General Terms and Conditions, especially related to the quantity or the quality of the delivered Products, late delivery, the Warranty, etc.
17.2. The Customer accepts that the Supplier’s total liability for all claims connected with this Contract is limited to the amounts paid by the Customer under this Contract.
17.3. In any case, subject to the limit of the Supplier’s liability, any liability the Supplier has in connection with this Contract shall be limited to the proportion of the actual loss caused by the Supplier. Furthermore, the Supplier shall not be liable for loss of profit, goodwill, business opportunity, anticipated savings or benefits or indirect loss.
17.4. No liability will exist in the case of force majeure or in the event the Supplier fails to meet its obligations due to matters beyond its reasonable control.
17.5. The Supplier may, based on its expertise, provide support to the Customer in obtaining public grants or subsidies in connection with the purchase and/or installation of the Products. However, the Supplier and/or its Authorised Installers shall not be liable for the actual obtaining of such grants or subsidies and the Customer expressly acknowledges that any support, information, or material received from the Supplier on this matter is for guidance only.
18.1. If any provision of this Contract shall be found by any court or body or authority of competent jurisdiction to be invalid or unenforceable, such provision shall be severed from the remainder of this Contract which shall remain in full force and effect to the extent permitted by law.
18.2. If any provision of this Contract is so found to be invalid or unenforceable but would be valid or enforceable if some parts of the provision were deleted or modified, the provision in question shall apply with such modification as may be necessary to make it valid.
19. Data Protection:
19.1. The Parties will not have access to any personal data in the execution of this Contract. Notwithstanding the above, if there is an access to personal data, the Parties will strictly comply with the European Data Protection Regulation (2016/679) and any other applicable legislation such as the Organic Law 3/2018, of December 5, on the Protection of Personal Data.
20.1. During the term of the present Contract, both the Supplier and the Customer may disclose to the other, Confidential Information. Except in the circumstances referred to in this clause, the Confidential Information of the other Party, and the terms of this Contract shall not be disclosed to any third party without the prior written consent of the disclosing Party and shall be used by the Party to whom it is disclosed only under and for the purpose of the execution of this Contract.
20.2. The Confidential Information does not include any information that was already known to the Party to which it was disclosed prior to such disclosure; Or which has become public knowledge before such disclosure; Or that, after such disclosure, has been published or made available to the general public without fault of that receiving Party; Or to which that Party has had access by act of third party not subject to obligations of secrecy with respect to the Party to which the Confidential Information belongs.
20.3. Any Party may disclose Confidential Information if such disclosure is made in good faith, in the following cases: a. to any company with which that Party is in a group or domain relationship; b. to any external consultants or advisors engaged by that Party who receive it in that capacity of contracted parties; c. to any insurer, within the framework of an insurance contract relating to this Contract or a proposal for such insurance; d. to employees, agents or subcontractors of that Party who need to know the Confidential Information; provided that such disclosure is necessary to enable that Party to exercise or protect the rights or to fulfill the obligations arising for it from this Contract and provided that such third party undertakes to maintain the confidentiality of such information in terms identical to those contained in this Clause. Each Party shall ensure the performance of this obligation by each person to whom it discloses Confidential Information under this Contract.
20.4. Confidential Information may also be disclosed to the extent required by any mandatory law or by any judicial decision issued by a competent court. In any such case, the Disclosing Party shall use its best efforts to minimize the disclosure of Confidential Information and shall promptly inform the Party owning such Confidential Information of the need for such disclosure.
20.5. The Customer may not use the names or any other information relating to the Supplier in commercial materials, advertisements or other promotional actions or advertising campaigns without the prior written consent of the Supplier.
20.6. The confidentiality and restriction of use obligations set forth in this cause shall survive the termination, for any reason whatsoever, of this Contract, for a period of 15 years after the date of such termination. At the request of any Party after termination, for any reason whatsoever, of this Contract, the other Party shall destroy all documents and / or any tangible material, including copies, containing Confidential Information of that Part.
21.1. Each of the Parties undertakes to comply fully with all legal provisions, regulations and administrative requirements applicable to it and to the activity it carries out.
21.2. This Contract, including its Annexes and each Order arising out of its execution, constitutes the entire agreement between the Parties with respect to the subject matter hereof, replacing all previous and contemporaneous written or verbal declarations, negotiations and agreements between the Parties.
21.3. No waiver is deemed made by any Party of a provision of this Contract, nor is it presumed that a Party has consented to a breach of contract, unless such waiver or consent is contained in a written document signed by the Party against which the waiver is claimed. Any express or implied consent or waiver by any Party relating to a breach of contract shall not constitute consent or waiver in respect of any subsequent breach of contract of a similar or different nature.
21.4. Nothing in this Contract may be construed to create an association, partnership, agency relationship or work relationship between the Parties, which are and remain independent contractors.
21.5. This Contract cannot be modified, modified, waived, satisfied or terminated orally, except by written documents signed by both Parties.
21.6. Any of the provisions of this Contract that expressly refer to its survival, in whole or in part, on or after termination of the Contract, or that can have effect after termination of the Contract, remain valid and effective despite termination.
22. Prevailing Language:
22.1. This Contract has been prepared in the English language. If it is translated into any other language, the English language version shall prevail.