General Terms & Conditions
11 Diomidous st,
Article 1 Applicability
1.1 These General Terms and Conditions shall apply to all offers and
quotations sent out by Nedis SA (ND), as well as to all agreements concluded
between ND and the other party (as hereinafter described), on the basis of
which ND delivers one or more goods and/or carries out work and/or provides
1.2 In these General Terms & Conditions, “the other party”, is any natural
person/legal entity, its representative(s), agent(s), successor(s) in title and/or
heir(s) that has concluded or wishes to conclude an agreement with our
1.3 In these General Terms and Conditions “products” is understood to
mean: In these General Terms & Conditions “goods” is hardware and/or
software and furthermore all material that can be the object of an agreement,
in compliance with the commercial activities of ND.
1.4 Deviations from the general conditions will only become valid if they are
agreed on in writing by ND and the other party. Any purchasing conditions or
other conditions of the other party are explicitly declared not to be of
application, unless parties have agreed otherwise explicitly and in writing.
1.5 The Greek-language version of these conditions prevails any version in
Article 2 Offers
2.1 All offers are without commitment unless explicitly agreed otherwise in
writing. All our offers are to be considered to be an invitation to the making of
an offer. Unless expressly stated otherwise, the offers by ND do not include
assembly or installation. Unless explicitly indicated otherwise, offers by ND
are no longer valid than forty five(45) days, starting from the day of the offer.
2.2. All drawings and data, that are included with an offer, such as
measurements, weights, power and amounts are indicated as accurately as
possible. These offers and/or quotes are binding only insofar as is explicitly
confirmed. Providing details is not required.
2.3 In all offers/quotations ND assumes that all materials are delivered as
usual and that all works can be carried out in a normal manner. Particular
demands or circumstances are to be notified to ND in prior in sufficient detail
in writing. ND will then explicitly state in the offer to what extent this has been
taken into account by ND.
2.4 Offers/quotations, as well as by ND (or as commissioned by ND)
produced drawings, designs, patterns of prototypes, computer programs and
calculations are property of ND and are not to be passed on or made
available for perusal to third parties without the express written authorization
2.5 ND reserves the right, without giving any reason not to accept orders
Article 3 Agreement
3.1 Subject to the provisions set out below, an agreement is only concluded
when ND has accepted or confirmed the order in writing and confirmed the
order or by executing the agreement. Acceptance or confirmation shall be
deemed to reflect the agreement accurately and in full.
3.2 Any additional arrangements or alterations made at a later date as well
as oral commitments by employees of ND will only be binding when confirmed
by ND in writing.
3.3 For supplies and/or activities for which, due to their nature, no offers
and/or order confirmation is provided, the invoice is also regarded as the
order confirmation which is also considered to represent the contract fully and
3.4 Every contract is entered into the suspensive condition that the other
party, exclusively according to our evaluation, turns out to be sufficiently
creditworthy for the financial performance of the agreement.
3.5 ND is also entitled, on or following the formation of the contract, before
fulfilling the contract (further), to demand security from the other party that
both the payment obligation and other obligations will be fulfilled.
3.6 ND is also entitled, on or following the formation of the contract, before
fulfilling the contract (further), to require the buyer to request an advance of
whichever extent from the other party.
3.7 The other party is not entitled to hand over rights ensuing from the
agreement on the services to be delivered by ND to third parties without prior
consent of ND. Without prejudice to the provisions of subsection 9 of this
article, ND will not grant such an authorization if a price has been stipulated
for this transfer.
3.8 Cancellation of the arrangement by the other party is only possible, if this
takes place in writing prior to the commencement of the implementation of an
action or delivery of goods. With due observance of the provisions below, in
case of cancelation all costs incurred will be charged to the other party.
Should the other party cancel sooner than five (5) working days prior to the
execution or delivery of goods, then the other party owes ND, besides the
preparatory costs as indicated in de second line of this article, compensation
payment of 50% of the agreed price. If the cancellation is later than five (5)
working days prior to the execution or delivery of goods, then the
compensation payment comprises of the full agreed amount.
3.9 The financial obligations of ND towards other parties, in connection with
the cancelled agreement which is to be respected by ND, including goods
purchased or ordered from third parties and/or implementations will also be
fully passed on to the other party.
Article 4 Pricing
4.1 Each quotation that is sent out is subject to price changes, unless this
has been agreed on in writing.
4.2 Unless stated otherwise, the ND prices are:
Based on the circumstances at the time of the purchase this includes prices,
wages, labor costs, social insurance and government taxes, freight, insurance
Based on delivery “ex company ND”
Exclusive of VAT, import duties, other taxes, and other governmental imposed
Exclusive of packaging costs, loading and unloading, transport and transport
All prices are stated in euros. If stated in another currency, possible
fluctuations in the exchange rate at the time between the quotation and
delivery are passed on versus the Euro.
4.3 If the cost price factors referred to in the previous section would rise
during the period between the offer date and the actual delivery of the service
or execution, then ND shall have the right to increase the price accordingly, in
compliance with any legal regulations.
4.4 If works have been agreed on, ND is authorized to charge any costs
connected to demonstrable extra or more difficult work than foreseen or
connected with the fact that ND was asked to work during other hours than
the usual working hours, or if any delays beyond the control of ND have been
encountered during the execution of the works, ND is also authorized to index
the wages component and thus charge higher labor costs.
4.5 If the other party wishes ND to perform more services or wishes to
extend the period of the provision of more goods and/or works during the
execution of the works, and if ND is able to carry out this work, then
aforementioned work shall be written down in a supplement to the agreement.
The additional goods and/or works shall be delivered/performed after the
supplement has been signed. The additional services shall be paid in
accordance with the stipulations in article 16 (Payment).
4.6 All prices are subject to misprints and technical amendments. ND will not
accept any liability as effect of misprints or technical amendments. In addition,
ND has no obligation to deliver the product in accordance with the wrong
Article 5 Delivery time and delivery
5.1 In this article delivery time is understood to mean: the term set in the
agreement during which the goods shall be available to the other party, or if
works have (also) been agreed upon, the term set in the agreement during
which the works shall be executed.
5.2 Specified delivery times are always approximate, unless explicitly stated
otherwise in writing.
5.3 The statement of the agreed delivery time is done on the condition that all
the information required is in possession of ND and the payment, if and in so
far as this payment has been done for this agreement, or if the requested
security has been provided or the requested advance has been paid.
5.4 ND is obliged to observe the specified delivery time or delivery period as
much as possible, yet will never be liable if they are exceeded a reasonable
5.6 Delivery will be made, unless otherwise has been agreed otherwise “ex
5.7 ND is entitled to deliver in instalments (part deliveries), which ND can
invoice separately, in such case the other party is obliged to effect payment in
accordance with the provisions of article 16 of these conditions.
5.8 If the other party has not taken delivery of the goods after expiry of the
delivery term, they will be stored at his disposal, at his expense and risk. In
case of long-term storage as the result of not taken delivery of the goods after
expiry of the delivery term, storage costs will be charged by ND.
5.9 Minor deviations of the delivered goods in size, color, capacity, shape and
packaging, can never give cause to the buyer to entirely or partially cancel the
order or to refuse full or partial payment or to claim compensation of
5.10 The other party is obliged to inspect the goods sold and packaging upon
delivery both quantitatively and qualitatively. This also covers the situation as
mentioned in subsection 8 of this article. Any shortcomings or damages in
accordance with article 13 (Complaints) are to be notified to ND,
5.11 If the works have been agreed on outside of the ND business premises,
then the other party must see to it that the works can commence with all
speed, amongst other matters by making the workplace easily accessible for
ND staff and ensuring that material and equipment can easily be supplied.
The other party is furthermore obliged to ensure that the required electricity
terminals are present and that the workplace is sufficiently lit, as well as to
make all auxiliary equipment or material such as hoists and scaffolds
available – if necessary- and to ensure that no other works performed by third
parties slow down or hinder the work of ND.
5.12 ND is authorized to hire third parties (subcontractors) to perform the
5.13 If the execution of the works is done within a shorter term than specified
in the agreement upon request of the other party, then the extra costs
connected to this request shall be charged to the other party. ND shall provide
the other party with a specification of these costs.
5.14 If the preparation of the execution of the works (partially) depends on the
other party as a result of the provision of data, instructions, documentation or
materials specified in the agreement, including scripts, texts, image and
sound carriers and if the other party, irrespective of the cause, does not
provide aforementioned documents in a timely manner, the set times shall be
altered accordingly. If an alteration of the start date is not possible, or if such
alteration would lead to a fatal term, then the other party has the right to annul
the agreement and the stipulations of article 3.8 and 3.9 shall apply.
Article 6 Testing
6.1 Testing of the goods to be delivered generally takes place in the
warehouse, given the particular nature of the goods, according to usual
6.2 The other party is only entitled to demand special testing or demand
testing elsewhere if this has explicitly been agreed.
Article 7 Repairs and maintenance
7.1 The provisions in this article apply to repairs and maintenance, insofar as
not mentioned in the ND warranty conditions.
7.2 ND is at liberty to refuse requests for repair and/or maintenance.
7.3 If the other party wishes an estimation of the repair costs in advance, ND
will provide this to the best of its knowledge, yet are provided without any
engagement on our part to execute the repair for the amount estimated. ND
will never carry out a repair against an agreed fixed price.
7.4 If, after the repair order has been given, the actual costs excessively
threaten to exceed the estimated costs or if the likely costs do not outweigh
the value of the object, ND will, prior to (further) implement the repair, consult
with the other party. If this consultation, for whatever reasons, could not have
taken place within a reasonable time, then ND will still (further) implement the
7.5 The other party is obligated to pay the actual repair costs in cash to ND.
The obligation payment arises the moment the goods, after repair, are
available to the other party. ND is entitled to request (a partial) advance
payment of the estimated costs of the repair.
7.6 Repaired goods are available to the other party in the ND warehouse,
where the other party needs to verify the limits of the (still) possible,
implemented repair. Repaired products are not subject to the same terms of
warranty, with the exception of the usual warranty to additional new parts, as
far as these do not concern electronic parts.
7.7 If, after the repair, the other party does not collect or pay for the repaired
article within 30 days, then ND is free to realize the article and its proceeds,
minus the repair costs which are transferred to the other party.
7.8 ND can only give an approximate indication of the time within the repairs
must be effected. The other party has no right to refuse payment or to claim
any compensation, when that period has been exceeded.
7.9 Maintenance contracts can be signed describing in detail the
maintenance work, mutual obligations and any warranty conditions. This
mostly concerns repetitive works against a fixed price, in which case ND is
bound to the price agreement.
7.10 Replacement materials or goods will only be offered to the other party if
this has explicitly been agreed to when the repair order or maintenance order
7.11 The goods to be repaired or already repaired good/goods are at ND at
risk of the other party.
Article 8 Transport
8.1 If the other party requests ND, without further instructions, to transport
the materials, the way of transporting and packaging the equipment shall be
determined by ND.
8.2 Transport of material is done at the other party’s risk, even if carriage-paid
delivery has been agreed on, or even if the transporter demands that a clause
is put on all delivery notes, lists with transport addresses and so on stating
that all transport damages are at risk and for account of the sender.
Article 9 Obligations of ND
9.1 ND will see to it that the works are performed in a meticulous manner and
that the goods to be delivered are of sound quality.
9.2 If the delivered goods do not function properly or do not comply with
reasonable quality demands or deviate from what has been agreed on, then
ND will notwithstanding the provisions of article 12 (Force majeure) – of what
ND considers appropriate and for bearing its own costs arrange, as soon as
possible, repair or replacement. Repair or replacement are at the other party’s
expense if this is due to incorrect and/or improper use of the equipment that
has made repair or replacement necessary. If repair or replacement is not
reasonably possible within such term of what has been agreed on with the
other party, then ND, as well as the other party, is entitled to dissolve the
agreement without judicial intervention. In the latter case the other party is
entitled to compensation for the damages demonstrably suffered such in
compliance with the provisions of article 10 (Liability of ND). Complaints
considering delivered goods are considered only if they are reported no later
than 24 hours after delivery or if the defectiveness is not apparent, 24 hours
after the defect has been discovered, this should be verbally communicated or
in writing and duly justified to ND. When in default of which, any right to
fulfilment of the provisions of this article expires. Verbally communicated
complaints are to be confirmed in writing within two days.
9.3 ND ensures that the staff that executes the agreed works is capable of
performing the task, based on the information the other party has provided ND
concerning the works to be executed.
9.4 Regarding the manufacturing or processing of goods: If the agreement
(also) includes the manufacturing or processing of goods, ND will, in the event
of loss or damage of the goods to be manufactured or processed, cover the
costs for repair or replacement. If the loss or damage of the goods is caused
by the other party, then the costs for repair or replacement are at the other
party’s own expense.
9.5 Regarding subcontracting: ND obliges to subcontract only while
maintaining high standards of quality. If ND honors the agreement by
subcontracting it fully or partially, then the subcontractor, hereinafter indicated
as “the third” in this article shall not be obliged to do more than is agreed. ND
will promote as much as possible that the third meets his obligations and will,
if necessary in ND’s opinion, institute legal action at ND’s own expense.
Should ND find that conducting court proceedings is economically or legally
not justifiable, then ND will at request of the other party transfer his rights
towards the third to the other party.
Article 10 Liability of ND
10.1 ND is solely liable for direct damage suffered by the other party, which
ensues from agreements between ND and the other party on the basis of
which ND performs one or more services for the other party, insofar as
stipulated in these General Terms and Conditions.
10.2 ND is, with due regard for any other stipulations in these General Terms
and Conditions, not liable for damage caused by improper use of the let
products or use thereof for purposes other than for which it is suited according
to objective standards.
10.3 In case of attributable failure to perform the agreement between ND and
the other party on the basis of which ND performs one or more services for
the other party, ND shall only be accountable for replacing losses, that is
replacement of the value of the performance that was not provided. Any
accountability of ND for any other form of damage is excepted, including
additional or supplemental compensation in any form whatsoever,
compensation of indirect loss or consequential loss or loss due to lost
turnover or profit.
10.4 ND shall in no way be accountable for losses suffered due to delays,
losses due to exceeding delivery terms due to changed circumstances, losses
incurred due to lack of co-operation, information or materials provided by the
10.5 The compensation to be paid by ND in the case of an attributable failure
in performing an agreement between ND and the other party on the basis of
which ND performs one or more services for the other party shall in no case
amount to more than 50% of the amount indicated on the invoices issued by
ND to the other party for the services performed, excluding turnover tax. The
compensation to be paid by ND in the case of an attributable failure all in no
case amount to more than the price (excluding turnover tax) agreed on for the
services of ND in the agreement at hand in the period of three months
preceding v’s non-compliance. The amounts and tariffs in this article are
reduced with credit requested by the Client and allowed by ND.
10.6 In case of a wrongful act by ND, or her employees or subordinates for
which ND can be held legally liable, ND shall solely be accountable for
compensation of damage that is the consequence of deliberate or willful
10.7 Accountability of ND for damage due to a wrongful act other than
intended to in the previous article is explicitly excluded.
10.8 If and in as far as ND would be liable despite the stipulations in this
article, this liability shall be at all times limited to the agreement, for an amount
that shall be paid out by ND’s insurance.
10.9 A condition for the originating of any right to compensation remains that
the other party has reported the damage to ND in writing as soon as
reasonably possible. Each right to take legal action against ND lapses within
one (1) year after the termination and/or execution of the agreement to which
the claim refers, safe where the fact on which the legal action is based could
not have been detected within this term. In that case, the right to take legal
action lapses one year after the date on which the intended fact should have
or could have been detected by the other party.
Article 11 Obligations of the other party
11.1 The other party guarantees ND that the other party has authorization of
the owner of the copyright to include components of copyrighted works in her
product to be sound and-or image recorded or recorded by other data.
11.2 The other party shall exempt ND for all damage that ND might suffer due
to claims from third parties connected with goods delivered or services,
Claims from third parties, including employees of ND who suffer damage in
connection with the execution of the agreement as a result of actions or failure
of actions, or unsafe conditions in the other party’s company
Claims of third parties ensuing form a defect in the by ND delivered goods or
services that were used, altered or resold by the other party in addition or in
combination with own products or services of the other party, unless the other
party proves that the defect is not the result of usage, alteration or reselling as
All claims of copyright owners arising out of acts by ND in the framework of an
order of and/or arrangement with the other party.
11.3 If third parties exercise any rights on delivered but not (fully) paid goods,
including attachments, the other party is obliged to immediately inform ND
about these rights in writing.
Article 12 Force majeure
12.1 In case of force majeure, ND has the right to postpone the execution of
the agreement or to regard the entire or part of the agreement as terminated
without any legal intervention and without being bound to pay any
compensation to the other party.
12.2 Force majeure is understood to mean: each circumstance due to which
the other party cannot reasonably expect ND to perform the agreement. Force
majeure is in each case understood to mean: war, risk of war, civil war, revolt,
flooding, water damage, fire, sit-in strike, strike, lock-out, extreme sickness
absence of ND’s personnel, transport difficulties, unforeseen technical
complications, breakdowns at ND or her suppliers, suppliers failing to deliver
products to ND, as well as government measures in each case including
import and export prohibitions and restrictions.
12.3 If the execution of the agreement is delayed for more than three (3)
months due to force majeure, the parties can then make arrangements to
terminate the agreement, in each case with payment of a compensation of the
costs made by ND.
12.4 If ND has already partially fulfilled her obligations ensuing from the
agreement when force majeure occurs, then ND shall at all times be entitled
to invoice the performed services separately and the other party shall at all
times be bound to pay this invoice as if it concerned a separate transaction.
Article 13 Complaints
13.1 Without prejudice to any other stipulations in these General Terms and
Conditions, complaints should be reported to ND in writing within eight (8)
days after the goods have been delivered or works have been executed.
13.2 If a complaint has been found valid by ND, ND is solely obliged to repair
free of charge or replace the defect (parts of the) object(s) for free or improve
the works, without this giving the other party any right to claim any
compensation whatsoever. All replaced goods will become property of ND.
Defect goods are immediately to be sent carriage paid.
13.3 Complaints about invoices must immediately be reported to ND, if these
are handed over together with the material to the other party. If the invoices
are sent, the complaints about the invoices should be reported to ND in
writing within eight (8) days after the invoice date.
13.4 When the terms referred to in section 1 and 3 of this article have expired,
the party is expected to have approved of the delivered services c.q. the
invoice. As of then, complaints are no longer dealt with.
13.5 Filing a complaint never releases the other party from her payment
obligations towards ND as described elsewhere in these General Terms and
Article 14 Warranty
14.1 Unless it has been expressly agreed otherwise in writing, ND warrants
that the executed works as well as the newly delivered goods are free of
defects in material and manufacturing, for a period of twelve (12) months.
14.2 ND warrants that all the delivered products, their nature taken into
account, meet the requirements of usability, reliability and durability, and that
the installation and assembly meet the prerequisites of craftsmanship and are
in accordance with the applicable rules. In respect of cases that have not
been manufactured by ND, the size of the guarantee is determined by the
warranty of the respective supplier(s).
14.3 Repair costs falling outside the scope of this guarantee will be charged
14.4 Any and all warranty obligations of ND shall cease, if the products are or
have been used improperly, operating instructions have not been observed,
improper repairs have been carried out, alterations have been made or
numbers or lead seals have been mutilated or removed.
14.5 If it transpires that the other party has made improper assertion of defect
rights, all cost incurred for investigation and additional costs will be charged.
14.6 Complete guarantee conditions only apply exclusively in Greece.
Guarantee conditions relating to replacement and/or repair or equipment of
parts outside Greece are used for costs of replacement and/or repair not
exceeding the maximum amount of these costs if it were executed in Greece.
14.7 By derogation from the previously stated, the following applies to‘B-
14.7.1 The offered goods have been tested by ND for proper operation.
14.7.2 The offered goods come with a 7day warranty, starting on the date of
shipment. Warranty claims must be invoked in writing before the warranty
Repair or exchange of the product. If this is not realizable, or the repair costs
exceed the value of the purchased product, another solution will be proposed.
Warranty does not include:
Damage caused by misuse
Transport- or use damage
Wear of the material
Shipping to and from Nedis SA (carry-in principle)
Article 15 Ownership retention
15.1 ND retains title to all goods it has delivered to the counterparty, until the
purchase price of all these items, including future items, has been fully paid. If
ND has (also) carried out activities for the other party, the ownership retention
also includes any supplied goods until the other party has (also) fully paid for
the executed works. Ownership retention also includes the receivables for
these implemented works until the other party has paid these in full.
Furthermore, the ownership retention includes the receivables, that ND should
receive if the other party fails one or more of its obligations towards ND.
15.2 As long as the title to the goods has not been transferred to the other
party the latter shall not be allowed to pledge the goods or give any other right
in respect of the goods to third parties.
15.3 On goods delivered that have passed the title through payment by the
other party and are still in possession of the other party, the other party is
obliged to, in response to a request by ND, give his/her cooperation to
establish a pledge as additional security for claims, at variance from the
rights, may have against the other party on any legal basis whatsoever.
15.4 The other party is obliged to store the goods delivered under reservation
of title with the necessary care and as the recognizable property of ND.
15.5 The other party is obliged to insure the goods, for the term of the
retention of title, against fire, explosion and water damage, as well as against
theft and to grant ND sight of such policies and schedules for such insurance
cover at ND ´s first request. All claims filed by the other party with the
products’ insurers by reason of the abovementioned insurance policies shall,
as soon as ND informs that it so wishes, be pledged to it by the contracting
party, to secure ND’s claims against the other party better.
15.6 If the other party fails to fulfil his payment obligations towards ND or ND
has good reason to believe that the other party will fail to meet those
obligations, ND is entitled to take back all goods supplied subject to retention
15.7 After repossession the other party shall be credited with the market
value, to a maximum of the original purchase price, reduced by the costs of
the retrieval by ND.
Article 16 Payment
16.1 Payment should be made in cash upon delivery, without any discount or
settlement, unless explicitly otherwise agreed on in writing. If ND has explicitly
agreed on another payment method in writing than cash, then payment should
be made without any discount or settlement by means of a bank transfer or
wire to a bank or giro account mentioned on the invoice within a term
specified by ND, though not later than 30 days after the invoice date. The
value day stated on the bank/giro account is definite and is regarded as
16.2 Every payment made by the other party primarily serves as settlement of
the interest payable by her, as well as the payment of the collection expenses
made by ND and is subsequently deducted from the oldest outstanding
invoice, even if the other party states that it is the payment of another invoice
that has been sent out later.
16.3 In cases that the other party:
Is declared bankrupt, accepts a composition in bankruptcy, applies for a
moratorium, or if his entire or part of his property is seized
Dies or is put under legal restraint
Does not comply with any obligation enforced by law or these General Terms
Fails to pay an invoice amount or part thereof within the specified term;
Discontinues or transfers her company or an important part thereof, or
changes her company’s object
If any of aforementioned situations occur, ND has the right to regard the
agreement as terminated without this requiring any legal intervention, or to
suspend the (further) execution of the agreement, or to immediately demand
full payment of the amount payable by the other party for the services
provided by EG without this requiring any warning or proof of default, without
prejudice to EG’s right to compensation of costs, damages and interests.
16.4 ND is at all times entitled to ask the other party for (additional) security
proving the observance of her obligations. Failing to comply with a written
demand sent by ND gives ND the right to immediately claim the (outstanding)
payment or annul the agreement with immediate effect without any legal
intervention, without prejudice to ND’s right to compensation.
16.5 If the other party is a creditor as well as a debtor of ND and/or of one or
more of the other companies of ND, then ND has the right to settle her debt.
Article 17 Interests and costs
17.1 If the payment is not made within the time specified, the other party is
legally in default as of the invoice date and must pay an interest of at least 1%
for each (part of a) month that the amount is due, even if an extension of
payment is agreed on.
17.2 All incurred legal and non-legal expenses shall be charged to the other
party, insofar as these expenses exceed the payable legal costs in
accordance with legal regulations concerning legal expenses. The non-legal
expenses amount to at least 15% of the, including before-mentioned interests
and costs, amount payable by the other party, with a minimum of € 250,-.
Article 18 Advice
18.1 ND gives advice to the best of her knowledge on the subject. ND does
not accept any liability for advice given orally or in writing concerning, but not
limited to, advice about third parties that should be hired by the other party
and/or equipment/material that should be purchased by the other party.
18.2 Advice by ND can never release the client c.q. principal from his
obligation to check the appropriateness of the objects that have to be
delivered in relation to their purpose. The same applies for data with regard to
the composition of objects and their applicability.
Article 19 Confidentiality
19.1 Without prejudice to the stipulations in these General Terms and
Conditions, the parties are obliged, during the course of this agreement, or
after the agreement has ended, to keep any confidential information they
receive strictly confidential, to not in any way pass on confidential information
to third parties and to solely use this information for the purpose for which it
was provided. Third parties are understood to mean all persons working for
the organization of parties who do not necessarily need to be provided about
19.2 In these General Terms and Conditions, confidential information is
understood to mean:
All information that is provided, orally, in writing, directly or indirectly or in any
other way and is labelled as such and/or information that the receiving party
should reasonably know is of a confidential nature.
All product, marketing, client and/or other company data that are labelled as
such data that the receiving party should reasonably know is of a confidential
nature, irrespective of the way in which these data are provided.
All documentation, data, drawings, benchmark test(s) (data), specifications,
object codes, source codes, manufacturing methods, technologies and/or
other information connected to developed or yet to develop software by ND,
or third parties hired by ND which is labelled as such and/or data that the
receiving party should reasonably know is of a confidential nature, irrespective
of the way in which these data are provided.
Every copy in whichever form of aforementioned.
19.3 The obligations of the other party with regard to confidential information
do not apply for information, of which can be demonstrated that (i) this is
generally known and/or publicly accessible or (ii) if the other party was already
aware of this information in advance and if this information was not subject to
any obligation to maintain confidentiality before this information was provided
to her by ND.
Article 20 Applicable law and disputes
20.1 All offers, orders and agreements of ND, as well as the execution
thereof, to which these Terms and Conditions apply, shall exclusively be
governed by the laws of Greece.
20.2 All disputes shall first be settled by the competent court within the
settlement area of ND.
20.3 The provisions of the preceding paragraph are without prejudice to ND’s
right to refer the dispute to a court with jurisdiction according to the normal
Article 21 Amendments and/or supplements to these General Terms and
21.1 ND has at all times the right to amend and/or supplement these General
Terms and Conditions.
21.2 Amendments and/or supplements shall become valid as soon as the
other party has been informed about this and shall not have a retroactive
21.3 If a certain stipulation in these present General Terms and Conditions
should be no (longer) valid, then the other stipulations of the present general
terms and conditions shall remain fully applicable. The case ensuing, the
parties shall then enter into negotiations to agree upon new stipulations
replacing the invalid conditions, or, as the case may be, the conditions
declared invalid, whereby the purpose and the meaning of the original
conditions shall be heeded as far as possible.