January 1st, 2026

Unless otherwise agreed in writing by the Seller, all quotations are made, and all borders are accepted in accordance with the following terms and conditions, regardless of anything that may be stated to the contrary on Buyer’s enquiries or orders.

INTERPRETATION

  1. Unless the context requires otherwise, whenever in this Sale contract trade terms are used they shall have the same meaning as and the Buyer and the Seller shall be bound by the provisions in incoterms 2020 International Chamber of Commerce brochure No.560 (“incoterms”).
  2. The provisions of the Vienna Convention on the International Sale of Goods shall not apply to this Sale Contract
  3. Seller means the party noted as the Seller in the Sale Contract Form, being either KAMARIDIS STEEL S.A

PRICES

  1. The Buyer shall be responsible for all charges, duties, taxes, fees or other expenses of any kind incurred in connection of the purchase and importation of the goods.
  2. If any charge, duty or impost of any kind which is not applicable at the date of the Seller’s quotation is imposed or becomes payable or applicable on or in respect of the goods, or the transportation or export or importation thereof by or under any action or circumstance whatsoever beyond the Seller’s control, it will be for Buyer’s account and (to the extent to which it is paid or borne by the Seller) will increase the purchase price and be recoverable for the Buyer as a debt to the Seller.

FREIGHT

  1. Where the price includes freight-
    1. the Seller accepts no responsibility for any delay in transit howsoever caused;
    2. unless the Buyer has specific requirements agreed in writing by the Seller, the Seller may arrange shipping of the goods by any means of transportation which the Seller considers appropriate and the Buyer shall not be entitled to make any claim against the Seller for failure to transport by particular means or forms of transportation meeting certain specifications; and
    3. unless otherwise specified in this Sale Contract the cost of discharge including stevedoring costs damage to vessels and/or cargo and any dispatch or demurrage at the port of discharge may to be Buyer’s account and the Buyer shall accept such conditions relating to discharge as are specified by the Seller.
  2. Where the price does not include freight
    1. it shall by the Buyer’s responsibility to arrange freight and bear all costs in connection therewith, including demurrage (if any);
    2. unless otherwise agreed, the Buyer shall give the Seller 30 days notice of the name of the vessel and loading days; and
    3. subject to receiving notice as required under Clause 3.2(2) the Seller will use reasonable endeavors to enable loading to be carried out within the nominated but shall be under no obligation to provide or secure berthage or loading facilities or suffer detriment to its other operations by reason of the loading requirements of the Buyer or its agent.
  3. The notification period required by Seller under Clause 2 (2) is a condition of this Sale Contract such that any breach thereof shall entitled the Seller at its sole option without prejudice to its other rights and remedies to terminate this Sale Contract by notice to the Buyer.

INSURANCE

  1. Where the goods are sold at a price including insurance the Seller will arrange at its cost Marine, Insurance other Open Cargo Policy comprising the Institute Cargo Clauses (A), Institute War Clauses (Cargo) and Institute Strikes Clauses (Cargo) for 110% of Invoice value. Insurance will cover transport of the goods from Warehouse to Warehouse, (being those Warehouse in the Certificate of Insurance). Delivery to the named destination Warehouse must be made within thirty (30) days from this charge of the vessel at final port of destination. The goods must be in transit to final Warehouse during the thirty (30) day period.
  2. As the insurance is declared under an Open Cargo Policy, a separate policy will be issued in respect of the goods but on the specific request of the Buyer received not less than fourteen (14) days prior to shipment, the Seller will attach to the shipping documents certificate of insurance of insurance in duplicate under the Open Cargo Policy applicable to the goods.
  3. If there is evidence of Cargo damage at the time of discharge of the goods the Buyer shall notify the Seller immediately of such damage but in any event not later than three (3) days at the completion of discharge.
  4. Where the goods are at the Buyer’s risk but property has not past to the Buyer, the Buyer shall insure them against loss or damage and in the event or such loss or damage, the Buyer shall hold the proceeds of such insurance on behalf of the Seller as trustee for the Seller.

TERMS OF PAYMENT

  1. If payment is to be made by means of Letter of Credit and unless otherwise stipulated by Seller the Buyer shall within fourteen (14) days of the date of this Sale Contract establish the Banker’s Irrevocable Documentary Letter of Credit (“L/C”) with an approved bank and advised through a bank in the city named in this Sale Contract
  2. Unless otherwise agreed in writing by the Seller-the L/C-shall provide for negotiation against first presentation of shipping documents in the city nominated by the Seller (if any)
  3. Unless otherwise agreed by the Seller, the L/C shall provide for:
    1. Payment in the same currency as in this Sale Contract:
    2. ten per centum (10%) more or less on quantity and value:
    3. immediate payment by telegraphic transfer:
    4. where goods are shipped bear acceptance of Bills of Lading claused “Unprotected”
    5. acceptance of charter party Bills of Lading:
    6. expiring date at least 21 days after the end of the delivery period:
    7. in the case of stead products, rust claused Bills of Lading to be allowed:
    8. acceptance of part shipment
    9. acceptance of transshipment:
    10. drafts to be drawn without recourse or required the advising Bank to add its confirmation;
    11. the L/C to be freely negotiable and not restricted: and
    12. the L/C to allow for confirmation at Seller’s option
  5. The L/C shall state that it is subject to the provisions of the “Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication 500.
  6. In the circumstances set out in clauses 2, 11.1 and 13.1 the Buyer shall extend the L/C for the period required by the Seller and shall keep extended the L/C up to such date (if any) as the Buyer is entitled to terminate this contract.
  7. Establishment of the L/C in proper form and by the Time required under this Sale Contract, its extension where required by the Seller under clause 8.2, clause 11.1 or clause of this Sale Contract or its negotiability generally against presentation of documents by the Seller, shall be conditions of this Sale Contract, such that a breach thereof shall entitle the Seller, at its option and without prejudice to any or all of its other rights and remedies, to terminate this Sale Contract and sell the goods to a third party.
  8. The establishment of any L/C shall not relieve the Buyer or its primary obligation to pay for the goods or regardless to the Seller’s failure to request or receive payment under the L/C for any reason whatsoever.
  9. In case of advance payment term, if buyer fails to perform the contract, seller has a right to forfeit the entire sum being received as advance payment to this However seller has a right to claim further sum in case the losses are more than the sum received as advance.

WEIGHTS AND MEASUREMENTS

  1. The Buyer or his agent may at Buyer’s cost arrange inspection of the goods prior to shipment strictly with consent of the Seller and if such inspection does not, or is not likely to inconvenience the Seller or delay shipment of the goods. Any demurrage resulting from such inspection by Buyer or his agent shall be paid by the Buyer. Seller’s determination in relation to quantities shall be final.

LIMITATION OF LIABILITY

  1. The Seller accepts no responsibility for damage in transit or for labour charges. Under no circumstances will the Seller be liable to the Buyer for any indirect or consequential losses (including limitation loss of profits) or any loss or damages arising out of any delay in shipment or delivery.
  2. Subject to Clause 4.3 claims whether for detective goods, lack of conformity to specification, short deliveries or otherwise shall be made by the Buyer to the Seller in writing within thirty (30) days of the date on which the goods arrived at the destination made known to the Seller. The Buyer has no right to dispose off or to make use of the goods until the claim is finally decided by the Seller. Buyer has no right to stop/hold or approach any court for stopping the payments under this Contract. (see Claim Policy Terms)
  3. Subject to applicable law, the Seller’s liability to the Buyer, (whether for negligence or breach of contract), shall not exceed the contract price.

SHIPMENT

  1. The performance by the Buyer of its various obligations to be performed prior to shipment date (including but without limitation establishment of the L/C) specified in this Sale Contract shall be conditions precedent to the Seller’s obligations to ship by the date so specified.
  2. The time stipulated for shipment shall not be of the essence and may be extended by the Seller at any time by notice in writing to the Buyer.
  3. The Buyer shall not be entitled to rescind the Sale Contract or treat it as rescinded for the reason that part deliveries are made.
  4. It is the Buyer’s responsibility to secure licences or other authorities to permit the importation of the goods into his own country or other designated place of destination and shall indemnify the Seller for any costs or expenses incurred by the Seller due to the Buyer’s failure to secure such licences or authorities.

PROPERTY AND RISK

  1. Risk in the goods shall pass as provided by the relevant section of incoterms, but property in the goods shall not pass from Seller to Buyer until payment in full of the price for the goods has been received by the Seller.
  2. Where the goods are in the possession of the Buyer at any time prior to the property therein passing to the Buyer, the Buyer agrees to retain them as bailee in good and merchantable condition, store them in a secure location in such a way that they can be identified as the Seller’s property, and keep them separate from the Buyer’s own property and the property of any other person until the goods are either paid for in full or collected by the Seller.
  3. The Seller may at its sole discretion and without need to give notice to the Buyer, take possession of the goods wherever they are located if:
    1. the Buyer has not paid for the goods in full by the expiry of any credit period allowed by this Sale Contract; or
    2. the Buyer becomes insolvent, commits an act of bankruptcy, is placed under official management or into liquidation, or a receiver or manager is appointed in respect of any of its assets; or
    3. the Buyer commits a breach of this Sales contract.

ELECTRONIC DATE INTERCHANGE

  1. The Seller and the Buyer may conduct business by Electronic Date Interchange (“EDI). The Seller provides an Electronic Trading Gateway based on international standards to facilitate EDI. The Buyer agrees that, if has an appropriate EDI capability then EDI is the preferred method of conducting business.
  2. The Seller and the Buyer agree that EDI will be conducted in accordance with the terms of any S. KAMARIDIS STEEL S.A to which the parties (which Agreement incorporates these terms and conditions, as the same may be amended from line to line).

FORCE MAJEURE

  1. The obligations of a party, other than the obligation to pay money, shall be suspended during the time and to the extend that the party is prevented from or delayed in complying with that obligation by Force Majeure.
  2. Force Majeure means a circumstance beyond the reasonable control of a party which occurs without the fault or negligence of the party affected, and included inevitable accident, flood, fire, earthquake, explosion, peril of navigation, strike, lock-out or other labour difficulty, hostility, war (declared or underdeclared), insurrection, executive or administrative order or act of either general or particular application of any government, whether de jure or de facto, or of any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property.
  3. A party affected by Force Majeure shall:-
    1. as soon as possible after being affected give to the other party written notice containing full particulars of the Force Majeure and the manner in which its performance is thereby prevented or delayed: and
    2. Promptly and diligently take such reasonable action as may be appropriate to enable it to perform the obligations prevented or delayed by Force Majeure except that the party is not obliged to settle a strike, lockout or other labour difficulty.
  2. Once Seller has commenced loading of goods on the vessel, the Buyer shall be obliged to receive those goods, regardless of the duration of the Force Majeure

PACKING

  1. Unless the Seller has otherwise agreed in writing, the Seller shall be under no obligation to package, wrap or load the goods in any particular manner.

LATE SHIPMENT

  1. Late shipment may occur due to various factors. The time stipulated for shipment is not guaranteed and, unless the Seller agrees in writing to the exclusion or modification of this clause, does not form part of the contract. The Seller will notify the Buyer if there is any delay to the time stipulated for shipment.
  2. The Buyer shall not be entitled to terminate this Sale Contract for reasons of late shipment unless the Buyer shall first have given the Seller twenty eight (28) days written notice of its intention to terminate and the Seller does not effect shipment before the expiration of that twenty (28) day period, which period shall not commence to run until the last specified date of shipment provided always that if the Seller’s performance is affected by Force Majeure time shall not run during the period performance is affected by Force Majeure time shall not run during the period performance is suspended.

ARBITRATION

  1. All disputes arising in connection with this Sale Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.
  2. The place of arbitration shall be Geneva Switzerland and the language of the Arbitration shall be English. The law of the arbitration shall be the same as the law governing this Sale contract.
  3. The obtaining of an arbitration award shall be a condition precedent to the right of either party or of any person claiming under them to bring any action or other legal proceeding against the other in respect of any dispute.

GOVERNING LAW

  1. This Sale Contract shall be governed by and constructed in accordance with the law of Greece.
  2. The Courts of Greece shall subject to Clause 3, have exclusive jurisdiction over disputes arising under this Sale Contract.

NOTICES

  1. All notices shall be in writing and shall be dispatched by telegram, telex, electronic or facsimile or telex number or electronic mail address or address of the addressee given by the addressee to the sender or last known to the sender.
  2. Any errors occurring in transmission shall be open to correction and the sender shall not be responsible for such errors.
  3. If a notice is illegible the addressee shall forthwith inform the sender who shall as soon as possible re-transmit the notice ion legible form by the same or some other means of rapid communication.

GENERAL

  1. A party’s failure or delay to exercise or right does not operate as a waiver of that power or right.
  2. The variation or waiver of a provision of this Agreement, or a party’s consent to a departure from a provision by another party, shall be ineffective unless in writing executed by the parties.
  3. To the extent permitted by law, all statutory and other implied conditions and warranties relating to the supply of goods or services by the Seller are hereby negativated.