General Terms and Conditions of Sale and Delivery of the Products of Ypsilós, (hereinafter referred to as the “Company”)

 

1. Applicability

1.1. These General Terms and Conditions are applicable to all quotations and agreements, execution of orders and deliveries in any form or manner whatsoever that are entered by the Company as well as all legal acts executed within the framework of the performance of the services and activities undertaken by the Company.

1.2. Deviating clauses from these Terms and Conditions only apply if the Company has expressly confirmed and accepted them in writing, for the rest, these conditions remain in force.

1.3. Once a customer of the Company has concluded a contract on the basis of the present General Terms and Conditions, or if the customer is already familiar with these terms and /or can reasonably be deemed to be familiar with them, these conditions become by that fact applicable to any subsequent agreement with the Company even if, a reference to these conditions or a declaration of applicability thereof did not expressly take place.

1.4. If these General Terms and Conditions are also drawn up in a language other than English language, the English version shall always be decisive in the event of differences and interpretation.

1.5. The Company explicitly deny the applicability of other General Terms and Conditions or stipulations.

1.6 The Customer is expressly prohibited from trading any goods outside of the territory from which the products of the Company have been ordered and delivered  without the express consent of the Company. The Customer is expressly prohibited from trading the products in any territory where they are illegal. The Customer assumes sole responsibility for the legality of the products in the territory within which they are traded. The Customer shall indemnify and hold Ypsilos harmless for any legal claims whatsoever as regards its business operations and the commercialization of the products in any territory by the customer.

1.7 The products sold by the Company are not medical, food products, supplements or similar. Any user-submitted reviews found on the Company’s website are related to the users’ own personal experiences and are not endorsed by the Company in any way. The Customer assumes all risks as regards the consumption of the products as provided by the Customer and hereby indemnifies and holds the Company harmless for any personal and/or third-party claims as related thereto. 

 

2. Conclusion of Agreement/Offers/Quotes

2.1. Offers and quotations prepared by the Company are without any obligation and do not bind the Company unless in the relevant offer or quotation an unambiguous written period for acceptance has been issued.

2.2. An agreement with the customer, comes into effect only after the client has accepted the order  in writing, for instance, by means confirmation by e-mail or Whatsapp.

2.3. When placing an order, the customer shall provide all possible written details of the deliveries, services and/ or other obligations requested by the Company.

2.4. In the event of a difference between the written confirmation submitted by the client and the placed order by the Company, the customer has to submit a written notification, unless the customer has been notified within 5 days from the date of the order confirming in writing that the order by the Company does not match with the placed order.

2.5. The Company reserves the right to refuse orders.

2.6. The Customer shall at all times inform the Company of any circumstances and or developments that he is or may be deemed to be aware of in view of the proper performance of the agreement. The customer vouches for the soundness and completeness of any information provided by Ypsilos.

 

3. Delivery

3.1. Delivery Terms and Conditions are only indicative and never intended as a deadline, unless the Company expressly indicates otherwise.

3.2. The customer shall provide the Company at all times reasonable timing to fulfill the General Terms and Conditions.

3.3. Delivery shall in principle take place in accordance with the Incoterms, unless expressly agreed otherwise.

3.4. The Client is obliged to receive the goods at the agreed times and place. In addition to article 75 of the Vienna Sales Convention, if the customer has not taken the products at the agreed time or place or does not provide the necessary information or instructions for delivery, the customer will be in default and the goods will be deemed to have been delivered. 

 

4. Prices

4.1. The quoted prices by the Company are in euro (€) and without VAT, transport costs, (fuel) surcharges and any other costs, levies or taxes, unless expressly otherwise indicated.

4.2. The Company is not bound to honor agreements with stated prices generated by misspelling or that are not in accordance with the market value.

4.3. The Company is expressly authorized to unilaterally amend the fees, conditions and content of the agreement as a consequence of foreseen or unforeseen cost increasing of market conditions, (such as but not limited to raw materials, transport etc) without the customer being entitled to cancel or dissolve the agreement, under no circumstances will the Company be liable for damages towards the Customer.

4.4. Deviations of the agreement up to a maximum of 10% of the price will in principle be considered reasonable unless the customer demonstrates that he is not able to comply with the amended fee.

4.5. If prices have not yet been agreed before or at the time of the conclusion of the agreement, the prices to be charged by the Company shall be those indicated in the price lists or the prices valid on the day of delivery.

 

5. Security

5.1. Goods will be shipped upon advance payment unless expressly agreed otherwise with the Company 

5.3. If, within 14 days after placing the order, the Customer has not made any prior payment or provided any security deposits, the Company is entitled to cancel the agreement in whole or in part with immediate effect without being liable for any damages.

5.4. The bank costs associated with the provision of the security deposit if required by the Company, will be borne by the customer.

 

6. Terms of Payment

6.1. The payment of the invoices is required to be effectively received on the account of the Company no later than 7 days from the invoice date, unless otherwise agreed in writing.

6.2. All payments shall be made without any deduction or set-off in the manner to be determined by the Company. The customer’s right to defer or set-off is expressly excluded.

6.3. The Company has the right to suspend the agreement until full payment of due invoices has been received.

6.4. The Company reserves the right to request a financial guarantee and/or payment security from the client, even after partial delivery of the goods, all this in consideration of Article 5.

6.5. The Company is also entitled to make partial deliveries and to invoice the customer for each partial delivery. In deviation from Article 73 of the Vienna Sales Convention, each delivery shall be considered a separate agreement.

6.6. The set prices of the invoices are sent without any prior formal notice, and they shall at all times be immediately settled.

6.7. From the moment of non-payment, the customer shall:

(a) Pay an interest of 1.5% per month, whereby a part of a month shall be counted as a whole month. At the end of each year, the final amount to be paid will be calculated by the accumulated interest and the original due amount from which the interest has been calculated.
(b) Pay all judicial costs that have been incurred by the Company in order to obtain the fulfillment of the due invoices. This includes all costs incurred by its counsel, judicial costs, also, include costs for a bankruptcy petition, as a means of collection.

 

7. Retention of Title and Risk

7.1. The sale and delivery of the goods shall take place under comprehensive retention of title. Ownership of sold and to be delivered goods are retained until all fees including interest and costs have been paid. As long as the ownership of the delivered goods has not passed to the customer, the customer may not pledge the goods, transfer ownership or grant to third parties any other security rights thereon for debts, loans or other financial arrangements with third parties.

7.2 The risk of goods passes to the customer as soon as they leave the premises of the Company

 

8. Complaints

8.1 The Customer should check the delivered goods immediately upon delivery and report any defect or discrepancies in writing to the Company within 48 hours. In doing so, the customer verifies whether the agreed General Terms and Conditions meets the agreement, namely:

– whether the (delivered) goods meet the required quality, which may be set for normal use and/or other purposes, based on the visual inspection of the delivered goods

– whether the (delivered) goods are in accordance (such as quantity, weight or any damage due to transport or storage) with the agreement or order confirmation.

8.2 Complaints about goods must be reported in writing by the client, accurately describing the nature of the complaint, accompanied by clear digital photos of the goods, showing the defects as well as stating the number of the transport ticket, order number, the serial and invoice number. In case of:

(a) Visible complaints: within 3 working days after the customer has received the goods;

(b) Non-visible complaints: within 10 working days after the customer has detected the defector within three weeks from the moment of delivery of the goods

8.3 Any complaint about an invoice must be made in writing within 8 days of the invoice date, invoices which are not disputed during this time period shall be considered correct and undisputed.

8.4 Data and images in catalogs or on the website of the Company only give an impression of the goods and are not binding the Company.

8.5 Complaints will be not accepted on goods that have not been stored in a dry environment and/or on goods that have not been stored at the right temperature, between 19 and 25 degrees. The onus of proving that the goods were stored and handled correctly shall always be on the Customer. The Company shall handle the complaint accordingly in the event that it deems that the goods are defective. 

8.6 The Company is entitled to investigate the merits of a complaint or engage an expert to investigate the merits of a complaint, this,  always at the discretion of the Company..

8.7 The Company will determine whether a complaint is justified. If a complaint is well-founded, the items will be replaced or credited by the Company, this always at the discretion of the Company.  The liability of the Company is limited to the value of the delivered goods for which a complaint was made. The Company assumes no liability whatsoever for any consequential losses of any type.

8.8 The Company will receive the goods only after prior written consent. The customer must return the goods himself in original packaging. Only in case of a justified complaint the costs of returning goods will be borne by the Company. If the customer, returns the goods without prior written consent and without following the return instructions of the Company, all costs related to the return will be borne by the customer.

8.9 In the event of a legal dispute, this should be notified within a period of twelve months after notification of a complaint, unless rights pursuant to applicable treaties, laws and regulations have lapsed earlier.

8.10 A complaint, regardless of what it relates to, does not entitle the customer to suspend his obligations under the agreement towards the Company.

8.11 The customer’s right to complain ceased in case the customer has accepted the delivered goods by the Company.

9. Force Majeure

9.1 The Company is prevented from fulfilling its obligations under the agreement as a result of: unforeseen weather conditions, inaccessible of Companies’ website, civil war, terrorism acts,  flooding or other restrictions, pandemic, organized labor strike, lock-out, import and export restrictions, government measures, changes in policy and/or legislation, defects in the machinery of third parties, disruptions in the supply or delivery of energy, lack of raw and auxiliary materials, transport obstruction by third parties and cyber terrorism or other types of digital attacks, security incidents, corruption or loss of data, disruptive of legal provisions.

9.2 In case of force majeure, the indicated (delivery) deadlines will be extended with the period by which the Company was unable to fulfill its obligations due to the force majeure.

9.3 If delivery is delayed by more than one month due to force majeure, both the Company and the customer are entitled to terminate the agreement for the unperformed part.

9.4 If the force majeure occurs while the agreement has been already partly performed, the customer may retain the already delivered goods or continue with the agreement and in both cases, pay the purchase price unless the customer can demonstrate that the already delivered goods can no longer be used. In the latter case, if the remaining goods are delayed by more than 1 month, the customer is entitled to dissolve the agreement even for the already executed part and all incurred expenses related to the shipment of the goods will be for the customer.

9.5 Neither the Company nor the customer shall be liable to pay damages caused by force majeure.

9.6 The Company shall have no obligation to replace, take back, refund, or indemnify the Customer under any circumstances whatsoever, in the event that the goods are deemed to be illegal in the Customer’s country of operations. 

 

10. Liability

10.1 The Company does not accept liability for damages caused by inexpert, unlawful or unauthorized use, improper method of storage or transport, misuse of the delivered goods by the Customer.

10.3 The Company is not liable for any damages caused by the customer on the grounds of wrongful acts, unless the customer proves that the damages are as a result of intentional or deliberately reckless acts of management or other company members of the Company.

10.4 The Company shall in no case be liable for consequential damages and/or losses of any nature whatsoever. 

10.5 Should the Company be liable in a case, the amount of damage to be compensated to the customer is limited to the insurance cover premium of the Company.

10.6 If the Companies’s insurer (or policy) does not provide cover and/or does not pay out, then the maximum cumulative liabilities of the Company shall in all cases be limited to the amount of the invoice or invoices together (not including VAT) related to the order in which the damage occurred or a , meaning a maximum of €10,000.00 whichever is the lower.

10.7 In all cases where the Company appeals to the aforementioned provisions and that appeal accrues in court, any addressed employees of the Company may also rely thereon. 

10.8 The Company’s liability to third parties is expressly excluded. 

10.9 The customer indemnifies the Company for any claims by third parties who suffer damage in connection with the performance of the contract, irrespective of the cause.

 

11. Termination of Agreement: Termination, Dissolution and Cancellation

11.1 If the agreement between the Company and the customer is temporary, the agreement cannot be terminated unless the agreement indicates otherwise.

11.2 Agreements between the Company and the customers can be concluded by operation of law on the mentioned date of the agreement and/or upon completion of the agreed obligations. 

11.3 Unless otherwise agreed in writing, each agreement should be regarded as separate agreements and do not create a continuing performance which must be terminated.

11.4 If the customer can prove in writing that there is a continuing performance agreement, the following applies unless otherwise agreed: the agreement can always be terminated in writing with due observance of a notice period of 3 months (to be counting from the last working day of the month) without any obligation to pay damages or any compensation. 

11.5 The Company may dissolve the contract with immediate effect without being liable to pay any compensation to the Customer and without prejudice to the right of the Company to claim damages from the customer in the event of an insolvency event or similar on the part of the Customer

11.6 In cases relating to the preceding paragraph, the amount owed by the customer to the Company, including damages, should be immediately settled.

11.7 Furthermore, the Company may terminate the agreement with the customer with immediate effect if there is a change of control (factual, formal or financial) in the company or if the customer does not provide additional security in accordance with Article 5.

11.8 The customer may terminate the contract only with the consent of the Company and if the customer reasonably incurred additional costs and margin, plus VAT as a consequence of the Company.

 

12. Joint and several liability and prohibition of transfer and pledge of rights and/or obligations

12.1 If the client has more than one (legal) person during the execution of one or more agreements with the Company, each of these (legal) persons shall be jointly liable to the Company for the obligations arising from these agreements.

12.2 The customer may transfer the rights and/or obligations to a third party only with the prior written consent of the Company.

 

13. Protection of personal data

13.1 When collecting and (further) processing of personal data in the context of the agreement or on behalf of the customer, The Company shall comply with the General Data Protection Regulation, and related laws and regulations arising from these.

13.2 If the Company should be considered a processor within the meaning of the GDPR, the Customer shall, in addition to the provisions of this article, enter and sign a written processor agreement.

13.3 The client declares to be aware and accepts, that both the management of any digital access by the client to any information and/or files, as well as the storage thereof may be outsourced by the Company’s selected processors, who will store the files in their data centers within the EU. These processors will ensure the security of all personal data in compliance with appropriate technical and organizational security measures. 

13.4 The client agrees to the fact that the Company may engage third parties to collect client’s personal data and and that the personal data will also be shared with these third parties.

These third parties qualify as processors, the Company has concluded a processing agreement with these third parties.

13.5 The customer indemnifies the Company against all claims by third parties (including users and government agencies), financial government sanctions and costs (including costs of

legal assistance), arising from a violation by the third parties during the processing of personal data.

 

14. Applicable law and competent court

14.1 All disputes arising from the agreement(s) concluded between the Company and the customer will be settled by the competent Maltese court. Maltese law shall apply to this Agreement in its entirety.

 

15. Other provisions

15.1 Should any provision of these conditions be non-binding or voidable, the other provisions will nevertheless remain in force.

15.2 Furthermore, the Company stipulates in advance that any ineffective clause will be converted into an effective clause with the same purpose and effect as the text of the relevant article.

15.3 If the Customer observes that the delivered goods (possibly) required to be recall immediately, or within 24 hours after discovery, the customer should send a writing notification to the Company, informing the Company about the defect, the production details of the delivered items and the contact details of the customer to whom the item was delivered.

15.4 All trademarks and branding are the property of the Company and the Customer shall refrain from using such under any circumstances without the express consent of the Company. The Company hereby waives any liability whatsoever with regards to the customer’s marketing of the products should this occur in any manner. 

15.5 The Customer hereby acknowledges that some products may contain nicotine which is a highly regulated, addictive substance which may be harmful. The Customer shall comply with all applicable laws when dealing with any purchased products.

15.6 The Customer acknowledges that some products may contain cannabinoids which are unregulated and/or unknown. The purchase of such products is entirely at the customer’s own risk

 

Last updated: 01-07-2023