General These terms and conditions of sale (“T&C”) apply to all Goods supplied by Kleosconcept, Inc. or its authorized representatives. Definitions: “T&C” are the standard terms and conditions of sale set out in this document together with any special terms agreed to in writing by the “Seller” and the “Purchaser”; “Products” are any product that “Seller” supplies to “Purchaser”; “Purchaser” is person, firm, or company who places the order for Products to which these T&C apply and who is being invoiced by “Seller” pursuant to such order; “Seller” is Kleosconcept and any of its subsidiaries, associated companies, or authorized representatives. 1.- Scope of application. 1.1.- These T&C shall govern the commercial and legal relations between Seller and Purchaser and shall apply to Products supplied by Seller to Purchaser. 1.2.- No variations to these T&C shall be binding unless agreed to in writing by Seller and Purchaser. 2.- Orders. 2.1.- No order shall be binding on Seller until the earlier of either Kleosconcept delivering written notice of acceptance to Purchaser (“Order Confirmation”) or Seller shipping the Products referenced in the order. Seller reserves the right to refuse fulfillment of an order if Purchaser has not signed these T&C. 2.2.- For every order, Seller may verify the financial situation of Purchaser, and Seller shall have the option to accept or to cancel the order if said investigation reveals an unsatisfactory financial situation. 3.- Modification/Cancellation. 3.1.- Any order cancellation, whether before or after Products have been shipped, will be subject to, and Seller will be entitled to collect from Purchaser, a cancellation charge equal to 20% of the value of the order. 3.2.- Any order modification after shipment of Products will be subject to, and Seller shall be entitled to collect from Purchaser, a cancellation charge equal to 20% of the value of the order. 4.- Destination. 4.1- Products ordered by Purchaser shall be sold exclusively to the final consumer in Greece. Purchaser shall be precluded, without Seller’s prior written consent, from selling or transferring Products, directly or indirectly, to any corporate or legal person (including any of Purchaser’s aliates, subsidiaries or parent companies operating at wholesale or retail level). Seller shall be entitled to terminate immediately any commercial relationship with Purchaser and to seek corresponding damages in the event Purchaser fails to comply with Section 4 herein. 4.2. – Purchaser shall be precluded from selling Products through 3rd party on-line platforms, including but not limited to Amazon and eBay. 5.- Retail Pricing. 5.1 – Seller shall establish a suggested retail price price for the Products, both at the point of sale and in advertising. 5.2 – Seller has adopted, in its unilateral discretion, a Minimum Advertised Price (“MAP”) policy for its Products. It is a violation of the MAP policy for Purchaser to advertise Products below the suggested retail price, but the final unadvertised sale price is the Purchaser’s discretion. The MAP policy applies to the advertised price in any and all media, including but not limited to flyers, posters, coupons, emails, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet, and television. Failure to comply with the MAP policy may result in a hold on the Purchaser’s account until the pricing has come into compliance. Seller reserves the right to terminate Purchaser’s account for continued violations of the MAP policy. 6.- Wholesale Pricing. Seller reserves the right to modify the wholesale price of its Products from time to time without prior notice. Any order Purchaser places within ten (10) days of any such modification shall be invoiced on the basis of the previous wholesale prices. 7.- Discounts. No discount, credit or deduction shall be valid without written confirmation from Seller. 8.- Payment terms. 8.1.- Purchaser shall pay the purchase price immediately unless the company grants payment terms, which may be up to thirty (30) days from the date of Seller’s invoice. The time of payment of the purchase price shall be of the essence for the purposes of these T&C. Any change to the time of payment must be in writing and signed by Seller. 8.2.- All payments shall be made in full without any set-o, restriction or condition and without any deduction or counterclaim and shall not be deemed eected until the due amount has cleared into Seller’s bank account. 8.3. – Should Seller grant thirty (30) day payment terms to Purchaser, Purchaser shall provide a credit card for payment of any sums that remain outstanding thirty (30) days after Seller has issued an invoice. Purchaser acknowledges and agrees that Seller may charge the credit card for the outstanding sum after thirty (days) have passed. 8.4. – Purchaser may pay invoices using a credit card, but Purchaser only will accept credit cards for immediate payment of invoiced amounts. 9.- Modification of the method of payment. 9.1. Notwithstanding the foregoing, Seller reserves the right to modify Purchaser’s payment terms from time to time in light of Purchaser’s financial situation or late or incomplete payment history, including by requiring cash on delivery payment or payment by means of bank transfer. 9.2. In the event Purchaser does not accept modification of the terms of payment, Seller shall be entitled to cancel all pending orders. 10.- Payment default. 10.1.- If any sum payable is not paid when due, Seller reserves the right to add interest to the unpaid sum from the due date until payment is made in full, at the then current Wall Street Journal Prime Rate + 5% per annum. Seller may suspend any further delivery of Products if Purchaser fails to pay for the Products according to the agreed-upon terms. 10.2.- Seller or its agents or representatives are expressly authorized to take possession of any unpaid Products. 10.3.- Any and all legal costs incurred by Seller in recovering unpaid amounts shall be borne by Purchaser. 11. – Delivery. 11.1.- Except as otherwise agreed, the wholesale price shall not include delivery costs. 11.2. – Products shall be delivered to Purchaser’s premises or at such other location specified in Purchaser’s order and confirmed in the Order Confirmation. 11.3.- If Purchaser refuses to accept delivery of Products, Purchaser will be responsible for all return shipping costs, in addition to any other shipping costs under this Section, and Seller may deem the order canceled and Section 3 shall apply. 11.4.- Seller shall have the right to choose the carrier. 12.- Damaged Products 12.1.- Seller will replace, at no cost to Purchaser, any Products which are proven to the reasonable satisfaction of Seller to be damaged or defective due to defect in material or workmanship, provided that: (i) Purchaser has notified Seller of such defect or suspected defect within five (5) days of delivery for defects that should be apparent on reasonable inspection or within two (2) weeks of discovery of the damage or defect if the damage or defect is not apparent on reasonable inspection, but in no event later than 6 months from the delivery date; and (ii) Purchaser has reasonably used and/or stored the Products while in Purchaser’s possession. 12.2- Except as provided in condition 12.1 above, Seller shall not be liable for any damages, including direct, consequential, special, indirect, incidental, exemplary or punitive damages, or any lost income or profits, arising out of or in connection with the Products. 13.- Retention of title. All Products shall remain the property of Seller until Products have been paid for in full. 14.- Storage and safekeeping. Without prejudice to the foregoing, Purchaser shall store and keep the Products safely and have in place an insurance policy covering substitution or replacement value for damage to the Products. Seller may request a copy of the insurance policy from Purchaser. Purchaser is prohibited from removing any identification mark or element of the Products and may not incorporate any such identification mark or element into any other product or goods. 15.- Termination. 15.1.- Seller may, by written notice, immediately terminate the T&C, including any pending orders, if Purchaser is in material breach of the T&C or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement which has a like eect. Failure to pay the sums due in accordance with Section 10.1 is a material breach of the T&C. 15.2.- The termination of the T&C is without prejudice to the rights, duties and liabilities either Purchaser or Seller accrued prior to termination. 16.- Force majeure. Seller shall not be liable to Purchaser for any failure or delay in the performance of the T&C if such failure or delay is due to any event beyond the reasonable control of Seller, including without limitation, acts of God, war, industrial disputes, protests, fire, tempests, explosion, acts of terrorism and national emergencies, and Seller shall be entitled to a reasonable extension of time for performing such obligations. 17.- Intellectual Property. Purchaser hereby acknowledges that Seller is, and will remain, the owner of all intellectual property rights in the Products and agrees not to act in any way which may potentially infringe Seller’s intellectual property rights. In particular, Purchaser shall not undertake any promotional campaign involving the Products without Seller’s prior written consent. 18.- Waiver. The failure of any party to insist upon strict performance of any provision of the T&C shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same provision in the future. 19. – Severability. In the event one or more provision of the T&C shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be aected or impaired, and shall remain enforceable to the fullest extent permitted by law. 20. – Jurisdiction and applicable law. The T&C and any disputes relating hereto will be governed by the laws of Greece without respect to its conflicts of law principles. Any dispute arising from the T&C shall be resolved solely in the Greek courts, and the parties hereby consent to the jurisdiction of such courts and waive any objection to the laying of venue in such courts. Any judgment or other decision of any such court shall be enforceable, without further proceedings, anywhere in the world where such party is located, does business or has assets.