Definitions, Scope, Application,Acceptance
SECTION 1 – DEFINITIONS, SCOPE, APPLICATION AND
ACCEPTANCE
1.1 Definitions
In these General Terms and Conditions of Sale ("Terms"), unless the context otherwise
requires:
• "Company", "we", "us" or "our" means OENOFY LTD, a company duly incorporated and
existing under the laws of Cyprus, including its affiliates, successors and assigns.
○ "Customer", "you" or "your" means any natural person or legal entity purchasing
Products from the Company.
○ "B2C Customer" means a consumer purchasing Products for personal use and not
for resale, as defined under applicable consumer protection laws.
• "B2B Customer" means a business, professional, or legal entity purchasing Products for
commercial purposes, including resale or distribution.
○ "Products" means wines, alcoholic beverages, related goods, packaging, or any
other products offered for sale by the Company.
○ "Order" means any request, purchase order, quotation acceptance, or other form of
agreement by which the Customer requests Products from the Company.
○ "Contract" means the legally binding agreement formed between the Company and
the Customer upon acceptance of an
Order.
○ "VAT" means value added tax applicable under Cyprus law and/or any other indirect
tax under applicable legislation.
○ "VIES" means VAT Information Exchange System declarations required for intra-EU
transactions.
○ "OSS" means the One-Stop Shop regime applicable to cross-border B2C sales within
the EU.
○ "Force Majeure" means any event beyond the reasonable control of the affected
party, including but not limited to natural disasters, war, governmental restrictions,
strikes, pandemics, and supply chain disruptions.
1.2 Scope of the Terms
These Terms govern all sales of Products by the Company to the Customer, regardless of
the method of sale, including but not limited to:
● Showroom or boutique sales,
● Direct sales or on-site sales,
● Sales based on quotations or contracts,
● Future online/e-commerce sales channels,
● Any other agreed commercial arrangement.
These Terms apply to both B2C and B2B Customers, unless a provision is clearly identified
as applicable only to one category. In case of conflict between B2C and B2B regulations,
mandatory consumer protection laws for B2C Customers shall prevail where applicable.
1.3 Application and Priority
These Terms constitute the exclusive legal framework for the sale of our Products and
prevail over any other terms proposed by the Customer, including general purchasing
conditions, unless expressly agreed in writing by the Company.
Any deviation, amendment, or special condition shall only be valid if it is explicitly agreed in
writing by the Company and signed by an authorised representative.
Quotations, offers, invoices, or other documents issued by the Company may include
additional provisions. In case of conflict, those specific provisions shall take precedence over
these Terms.
1.4 Acceptance of the Terms
By placing an Order, the Customer confirms that:
1. They have read and understood these Terms;
2. They agree to be legally bound by these Terms;
3. They are legally capable of entering into a binding contract.
Acceptance may occur through:
● Signature of a quotation or contract,
● Payment of a deposit or full amount,
● Collection or delivery of Products,
● Any other act implying agreement or performance of the Contract.
1.5 Changes to the Terms
The Company reserves the right to update or amend these Terms at any time. Updates will
apply to future Orders only. The version in force at the time of Order acceptance shall apply
to that Order.
Any new version will be made available to the Customer upon request or published on the
Company’s website (when applicable).
Products, Orders, Contract Formation
SECTION 2 – PRODUCTS, ORDERS AND CONTRACT
FORMATION
2.1 Product Information
The Company makes reasonable efforts to provide accurate descriptions of the Products
(including vintage, format, origin, and characteristics). However, due to the nature of wine
and market availability, certain variations may occur. In particular, vintages may change
without prior notice if the previous vintage is no longer available. The Customer will be
informed of any significant change before the Order is finalised whenever possible.
2.2 Product Availability
All Products are offered subject to availability. The Company does not guarantee permanent
availability of any Product. The Company reserves the right to limit quantities or withdraw
Products at any time without liability.
2.3 Samples and Illustrations
Any samples, photos, tasting notes or other descriptive materials are provided for general
guidance only. They do not constitute a contractual commitment unless expressly confirmed
in writing by the Company.
2.4 Placing an Order
An Order may be placed through various channels including direct communication, email,
showroom visit, quotation acceptance, contract, or future online platform. The Customer is
responsible for providing accurate and complete information when placing an Order
(including billing, delivery and tax details).
2.5 Order Confirmation
An Order shall not be considered accepted until the Company confirms it in writing (e.g. by
issuing a proforma invoice, order confirmation, or contract) or begins preparation or delivery
of the Products. The Company may refuse or cancel an Order at its discretion, particularly in
cases of suspected fraud, regulatory restrictions, stock unavailability, or unpaid previous
invoices.
2.6 Contract Formation
A binding Contract is formed when the Company accepts the Order as described above.
From this point, the Customer is legally bound to purchase and pay for the Products, and the
Company is bound to supply them under these Terms.
2.7 Modifications or Cancellations by the Customer
Once the Contract is formed, the Customer cannot modify or cancel the Order without the
prior written consent of the Company. Any approved cancellation may result in costs or
penalties to cover expenses already incurred by the Company.
2.8 Modifications or Cancellations by the Company
The Company may cancel or suspend an Order if:
● The Customer fails to provide required information or payment,
● There is a legal or regulatory restriction preventing delivery,
● A Force Majeure event occurs.
In such cases, the Company will inform the Customer as soon as possible. If the
Customer has already paid, the Company will issue a refund for undelivered
Products unless otherwise agreed.
2.9 Minimum Order Quantities
The Company may impose minimum quantities per reference, per Order, or per Customer,
especially for professional or export sales. Such conditions will be communicated in advance
or included in quotations.
2.10 Special or Custom Orders
For Products that are tailor-made, customised or specially sourced at the Customer’s
request, a non-refundable deposit may be required. These Orders cannot be cancelled or
refunded once production or sourcing has started.
Prices, Taxes and Payment
SECTION 3 – PRICES, TAXES AND PAYMENT
3.1 Prices
All prices are indicated in euros (€) unless otherwise stated. Prices may be provided per
bottle, per case, per pallet, or per service, depending on the nature of the sale. Prices
communicated in quotations, offers or price lists are valid only for the specified period or until
stock is exhausted. The Company reserves the right to adjust prices at any time before
accepting an Order.
3.2 Taxes and Duties
Unless expressly stated otherwise, prices are exclusive of:
● VAT or any applicable sales tax,
● Excise duties or alcohol taxes,
● Customs duties or import/export fees,
● Local taxes or regulatory charges,
● Delivery or transport costs,
● Insurance or additional services.
All such amounts shall be borne by the Customer. For intra-EU B2B transactions, the
Customer must provide a valid VAT number. If the VAT number is not valid, the Company
may charge VAT.
3.3 Excise Duty Suspension (Bonded or Tax Warehouse)
If the Products are stored or supplied under excise duty suspension, the Customer is
responsible for complying with all legal and administrative obligations related to the release
or movement of the Products. Any costs, guarantees or penalties related to excise duties
shall be borne by the Customer, unless otherwise agreed in writing.
3.4 Currency
Prices are normally in euros. If another currency is used, the applicable exchange rate shall
be the one indicated by the Company at the time of invoicing. The Customer shall bear any
conversion or bank charges.
3.5 Price Errors
In case of obvious pricing errors (typographical or system errors), the Company reserves the
right to cancel the Order or correct the price, even after acceptance. The Customer may
accept the corrected price or cancel the Order without penalty.
3.6 Payment Terms
Unless otherwise agreed in writing, payment is due at the time of Order (payment at order).
No delivery or collection will take place until full payment is received. For B2B Customers,
the Company may grant payment terms (e.g. deposit, partial payment, account facility). Any
such terms must be agreed in writing.
3.7 Accepted Payment Methods
The Company may accept:
● Bank transfer,
● Credit/debit card,
● SEPA direct debit,
● Other methods expressly approved by the Company.
Cash payments may be restricted or not accepted, especially for large amounts or regulatory
reasons.
3.8 Invoices
Invoices are issued according to applicable tax regulations. The Customer is responsible for
providing accurate billing information. Invoices shall be deemed accepted unless disputed in
writing within 5 days of receipt.
3.9 Late Payment
Any late payment shall automatically incur:
● Statutory interest at the applicable legal rate or a higher contractual rate if specified,
● Administrative or recovery fees,
● Possible suspension of further deliveries or services.
The Company may also retain any Products not yet delivered until full payment is made.
3.10 No Set-Off
The Customer may not set off any amounts owed by the Company against amounts owed to
the Company unless agreed in writing or required by law.
3.11 Retention of Title
Ownership of the Products remains with the Company until full payment has been received
(principal, taxes, fees and interest). The Customer must store the Products in good condition
and clearly identify them as the property of the Company until payment is completed. If
payment is not made, the Company may repossess the Products at the Customer’s
expense.
Delivery, Transfer of Risk, Ownership
SECTION 4 – DELIVERY, TRANSFER OF RISK AND
OWNERSHIP
4.1 Delivery Terms – Default INCOTERM
Unless otherwise agreed in writing, the default delivery term is EXW (Ex Works) from the
Company’s warehouse or any other location designated by the Company.
Under EXW:
● The Customer is responsible for collecting the Products,
● The Customer bears all transport, insurance, customs, and handling costs,
● The Customer assumes all risks from the moment the Products are made available
for collection.
4.2 Other Incoterms or Delivery Services
The Company may, at its discretion and upon agreement, organise transport or offer other
Incoterms (e.g. FCA, DAP, DDP). Any such arrangement must be confirmed in writing and
shall involve additional costs for the Customer.
4.3 Delivery Date and Delays
Any delivery or availability date provided by the Company is an estimate only. Time is not of
the essence unless expressly agreed in writing.
The Company shall not be liable for any delay caused by:
● Customer’s failure to provide required information or payment,
● Transport issues,
● Customs or regulatory procedures,
● Force Majeure events.
In case of significant delay, the Company will inform the Customer as soon as
reasonably possible.
4.4 Partial Deliveries
The Company may deliver the Products in instalments unless otherwise agreed. Each
instalment may be invoiced separately.
4.5 Customer’s Failure to Accept Delivery or Collection
If the Customer fails to collect or accept the Products on the agreed date:
● Risk transfers to the Customer at the agreed collection time,
● The Company may store the Products at the Customer’s expense and risk,
● Additional storage, insurance, or handling fees may apply,
● After reasonable notice, the Company may resell the Products and charge the
Customer for any loss.
4.6 Transfer of Risk
Unless otherwise agreed in writing, risk of loss or damage to the Products transfers to the
Customer at the moment the Products are made available for collection (EXW) or as per the
agreed INCOTERM.
4.7 Transfer of Ownership
Ownership of the Products transfers to the Customer only when the Company has received
full payment of the price, taxes, duties, fees, and any interest or penalties.
Until full payment:
● Products remain the property of the Company,
● The Customer must store them properly and insure them if required,
● The Company may repossess them in case of non-payment.
4.8 Inspection upon Delivery or Collection
The Customer must inspect the Products immediately upon delivery or collection to verify:
● Quantity,
● Condition,
● Compliance with the Order.
Any visible issue (breakage, leakage, wrong vintage, missing items) must be
reported within 48 hours as per Section 5.
4.9 Export, Customs and Regulatory Compliance
For international or intra-EU deliveries, the Customer is responsible for complying with all
import/export regulations, customs procedures, taxes, licenses, and documentation unless
otherwise agreed in writing.
The Company may assist, but final responsibility remains with the Customer.
4.10 Delivery to Minors or Restricted Persons
The Company will not deliver alcoholic beverages to persons under the legal drinking age or
to any person or territory where such delivery is prohibited by law. The Customer must
ensure compliance with all applicable age-verification and legal requirements.
No Return Policy, Claims (48h),
Warranties
SECTION 5 – NO RETURN POLICY, CLAIMS AND WARRANTIES
5.1 No Right of Return (General Rule)
Due to the nature of alcoholic products, all sales are final.
The Company does not accept returns or exchanges, except where required by mandatory
consumer law (see Section 9 for B2C online sales).
5.2 Exceptions for Legal Obligations (B2C Online Only)
If a mandatory right of withdrawal applies under consumer protection law (e.g. B2C distance
selling), the Customer may have a limited right to cancel within the legal withdrawal period.
Certain exceptions may still apply (e.g. opened bottles, personalised products, perishable
goods).
5.3 No Return for B2B Transactions
B2B Customers have no right of withdrawal and may not return Products unless otherwise
agreed in writing or in case of proven non-conformity.
5.4 Inspection Obligation
The Customer must inspect the Products immediately upon delivery or collection for any
visible damage, missing items or non-conformity.
5.5 Claims for Visible Damage or Shortage (48h Rule)
Any claim related to visible breakage, leakage, missing items, wrong vintage or other
apparent non-conformity must be reported in writing within 48 hours of delivery or collection.
The claim must include:
● Order reference,
● Description of the issue,
● Quantities concerned,
● Photos or other evidence.
Claims reported after 48 hours will not be accepted.
5.6 Claims for Hidden Defects
If a defect is not visible at delivery but is discovered later, the Customer must notify the
Company in writing within a reasonable time after discovery and no later than 30 days from
delivery.
The Company may request evidence or samples before making a decision.
5.7 Company’s Rights upon Claim
If the claim is accepted, the Company may, at its sole discretion:
● Replace the defective or missing Products, or
● Issue a credit note or refund for the affected amount.
This shall be the Customer’s sole and exclusive remedy.
5.8 No Warranty on Taste or Subjective Qualities
Wine is a natural product and may vary over time. The Company does not guarantee
sensory qualities (taste, aroma, evolution, cork taint).
Unless otherwise agreed, the Company provides no warranty of drinkability or future quality.
5.9 Storage Conditions After Delivery
The Company is not liable for defects arising from improper storage, handling or transport by
the Customer or third parties (e.g. exposure to heat, light, humidity or vibration).
5.10 Product Authenticity
The Company guarantees that the Products are genuine and sourced from authorised
channels.
If authenticity is challenged, the Customer must provide evidence. The Company reserves
the right to investigate and consult independent experts.
5.11 Recall or Regulatory Issues
If a Product is subject to recall or regulatory restriction, the Customer shall cooperate with
the Company to remove the affected Products from the market. The Company’s liability in
such cases is limited to the value of the recalled Products unless otherwise required by law.
5.12 Limitation of Warranty
To the maximum extent permitted by law, all implied warranties (including warranties of
merchantability or fitness for a particular purpose) are excluded unless expressly stated in
these Terms.
Liability, Force Majeure
SECTION 6 – LIABILITY AND FORCE MAJEURE
6.1 Limitation of Liability – General Rule
To the maximum extent permitted by applicable law, the Company’s total liability arising out
of or in connection with the sale or use of the Products or these Terms shall be limited to the
amount paid by the Customer for the specific Products giving rise to the claim.
6.2 Exclusion of Indirect or Consequential Damages
The Company shall not be liable for any indirect, incidental or consequential damages,
including but not limited to:
● Loss of profit or revenue,
● Loss of business or customers,
● Loss of opportunity,
● Loss of reputation or goodwill,
● Business interruption,
● Third-party claims.
6.3 No Liability for Customer’s Obligations
The Customer is responsible for ensuring compliance with all legal, regulatory, tax and
customs obligations in the country of delivery or resale. The Company shall not be liable for
any penalties, seizures or damages resulting from the Customer’s non-compliance.
6.4 No Liability for Transport under EXW
Under EXW terms, the Company’s responsibility ends when the Products are made
available for collection. The Company is not liable for any damage, loss or delay occurring
after that point. The Customer must arrange appropriate transport and insurance.
6.5 No Liability for Natural Evolution of Wine
The Company is not liable for any change in taste, colour or quality of wine due to natural
aging, bottle variation or cork defects. The Customer acknowledges the inherent variability of
wine products.
6.6 Mandatory Legal Liability
Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is
prohibited by law, including liability for:
● Death or personal injury caused by negligence,
● Fraud or fraudulent misrepresentation,
● Any other liability that cannot be excluded under applicable law.
6.7 Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations if such
delay or failure results from a Force Majeure event, including but not limited to:
● Natural disasters (fire, flood, earthquake, etc.),
● War, terrorism, civil unrest,
● Government actions or restrictions,
● Pandemic or epidemic,
● Strikes, labour disputes,
● Shortage of materials or transport,
● Breakdown of supply chain or logistics,
● Power outages or major IT failures.
6.8 Notification of Force Majeure
The affected party shall notify the other party as soon as reasonably possible of the Force
Majeure event and its expected duration.
6.9 Suspension of Obligations
During a Force Majeure event, the obligations of the affected party shall be suspended for
the duration of the event and resume once the event is resolved.
6.10 Extended Force Majeure
If a Force Majeure event continues for more than 60 consecutive days, either party may
terminate the affected Order or Contract without penalty by providing written notice to the
other party. In such cases, the Customer shall pay only for Products already delivered or
prepared.
Data Protection (GDPR)
SECTION 7 – DATA PROTECTION (GDPR)
7.1 Compliance with Data Protection Laws
The Company processes personal data in accordance with applicable data protection laws,
including the EU General Data Protection Regulation (GDPR) and any relevant national
legislation.
7.2 Categories of Personal Data
The Company may collect and process the following types of personal data:
● Identification information (name, surname, company, title)
● Contact details (address, phone number, email)
● Billing and payment information
● Order history and preferences
● Communication records
● Compliance and verification documents (e.g. age verification, KYC if required)
7.3 Purpose of Data Processing
Personal data is processed for the following purposes:
● Processing and fulfilling Orders
● Customer account and relationship management
● Payment and invoicing
● Legal and tax compliance
● Prevention of fraud or abuse
● Marketing communications (only with consent where required)
● Improvement of services
7.4 Legal Basis
The Company processes personal data based on one or more of the following legal grounds:
● Performance of a contract
● Compliance with legal obligations (e.g. tax, alcohol regulations)
● Legitimate interest (business operations, customer service)
● Consent (for marketing or where required by law)
7.5 Data Sharing
Personal data may be shared with:
● Internal departments (sales, logistics, accounting)
● Service providers (IT, transport, payment processors, storage partners)
● Professional advisors (lawyers, accountants, auditors)
● Authorities or regulators (when legally required)
All third-party processors are required to comply with data protection standards equivalent to
GDPR.
7.6 International Transfers
If personal data is transferred outside the European Economic Area, the Company will
ensure appropriate safeguards (e.g. Standard Contractual Clauses, adequacy decisions).
7.7 Data Retention
Personal data is retained only as long as necessary for the purposes described above, or as
required by law (e.g. tax or accounting retention periods).
7.8 Data Security
The Company takes reasonable technical and organisational measures to protect personal
data against loss, destruction, alteration, unauthorised access or disclosure.
7.9 Customer Rights (GDPR)
The Customer has the right to:
● Access their personal data
● Request correction of inaccurate data
● Request deletion (“right to be forgotten”) where legally possible
● Restrict or object to processing
● Data portability (B2C where applicable)
● Withdraw consent at any time (if data is processed based on consent)
Requests shall be made in writing to the Company. The Company may request proof of
identity before processing a request.
7.10 Marketing Communications
The Company may send marketing communications about its Products or services only if the
Customer has given consent or if allowed under applicable law.
The Customer may unsubscribe at any time using the link provided or by contacting the
Company.
7.11 Privacy Policy
The Company may issue a separate Privacy Policy providing more detailed information
about its data processing practices. In the event of inconsistency, the Privacy Policy shall
prevail regarding personal data matters.
Intellectual Property
SECTION 8 – INTELLECTUAL PROPERTY
8.1 Ownership of Intellectual Property
All intellectual property rights related to the Products and the Company’s business
are and shall remain the exclusive property of the Company or its licensors. This
includes, without limitation:
● Brand names, trademarks, logos and trade dress,
● Product names, labels and packaging designs,
● Registered and unregistered designs,
● Copyrights (texts, images, catalogues, marketing materials),
● Domain names, website content and digital assets,
● Know-how, trade secrets and proprietary information.
8.2 No Transfer of Rights
The sale of Products does not grant the Customer any intellectual property rights,
licence or permission to use the Company’s intellectual property, except as strictly
necessary to resell the Products in their original packaging (for authorised B2B
distributors).
8.3 Restrictions on Use
The Customer shall not:
● Copy, reproduce or modify any intellectual property of the Company,
● Remove or alter trademarks, labels or codes,
● Use the Company’s name, trademarks or images for marketing without prior
written consent,
● Register any mark, domain name or design confusingly similar to the
Company’s intellectual property.
8.4 Marketing and Promotion (B2B Customers)
If the Customer is authorised to promote or resell the Products, any use of the Company’s
trademarks, images or marketing materials must:
● Comply with the Company’s brand guidelines (if provided),
● Preserve the premium image of the Products,
● Be approved by the Company upon request.
8.5 Protection Against Infringement
The Customer shall notify the Company immediately if it becomes aware of:
● Counterfeit or imitation products,
● Unauthorised use of the Company’s trademarks or branding,
● Any claim or dispute involving intellectual property rights.
8.6 Surviving Obligation
The intellectual property provisions shall remain in force even after the termination or
completion of any Contract or business relationship between the parties.
B2C Specific Terms
SECTION 9 – B2C SPECIFIC TERMS (CONSUMER RIGHTS)
9.1 Application to Consumers
This Section applies only to Customers who qualify as consumers (B2C) under applicable
law, meaning a natural person acting for purposes outside their trade, business or
profession.
9.2 Legal Age Requirement
Alcoholic beverages may only be sold to persons of legal drinking age in their country of
residence. The Customer must confirm that they are at least 18 years old (or older if required
by local law). The Company reserves the right to request proof of age and to refuse the sale
in case of doubt.
9.3 Mandatory Consumer Rights
Nothing in these Terms is intended to limit the mandatory rights consumers may have under
applicable law. In case of conflict, mandatory consumer protection rules prevail.
9.4 Information Prior to Order
Before placing a distance or off-premises Order, the Company will provide consumers with
all legally required information, such as product characteristics, price, taxes, delivery costs,
payment and delivery terms, and identity of the Company.
9.5 Right of Withdrawal (Distance Selling / Online Sales)
If required by law (e.g. distance or online sales), consumers may have a statutory right to
withdraw from the Contract within the legal withdrawal period (usually 14 days) without
giving any reason.
9.6 Exceptions to the Right of Withdrawal
The right of withdrawal does not apply in particular to:
● Goods which are liable to deteriorate or expire rapidly;
● Sealed goods which are not suitable for return for health or hygiene reasons and
which have been unsealed after delivery;
● Customised or personalised products;
● Specific vintages or limited editions where replacement is not possible.
9.7 Exercise of the Right of Withdrawal
To exercise the right of withdrawal, the consumer must:
● Notify the Company in writing within the withdrawal period,
● Return the Products in their original condition and packaging,
● Bear the return shipping costs (unless otherwise required by law).
The Company will refund the price of the returned Products (excluding delivery costs unless
legally required) within the legal time limit, using the same payment method where possible.
9.8 Conformity of Goods (Legal Guarantee)
Consumers benefit from a legal guarantee of conformity under applicable law. The Company
is responsible for any lack of conformity existing at the time of delivery. The consumer must
inform the Company within the legal time limit after discovering the defect.
9.9 Remedies for Non-Conformity
Where legally required, the Company shall provide an appropriate remedy for
non-conforming goods, such as:
● Replacement,
● Repair (if possible),
● Price reduction,
● Refund.
The specific remedy may depend on legal provisions and the nature of the non-conformity.
9.10 Delivery to Consumers
The Company will make reasonable efforts to deliver within the agreed timeframe. If delivery
is significantly delayed beyond the legal tolerance period, the consumer may have the right
to cancel the order and receive a refund.
9.11 Additional Rights
Consumers may have additional rights depending on their country of residence (e.g.
cooling-off periods, dispute resolution, mediation). The Company will comply with mandatory
consumer regulations applicable to the transaction.
B2B Specific Terms
SECTION 10 – B2B SPECIFIC TERMS (PROFESSIONAL
CUSTOMERS)
10.1 Application to B2B Customers
This Section applies only to Customers acting for professional, commercial, or
business purposes (B2B). In case of conflict between this Section and consumer
provisions, the B2B rules apply to professional Customers.
10.2 No Right of Withdrawal
B2B Customers have no right of withdrawal or cancellation once the Contract is
formed, except if expressly agreed in writing by the Company.
10.3 Customer’s Responsibility
The B2B Customer is responsible for:
● Providing accurate legal and tax information (including VAT number),
● Ensuring compliance with import/export, customs and excise regulations,
● Obtaining all necessary licences or permits,
● Verifying that the Products are suitable for their intended use or market,
● Ensuring that resale or distribution complies with applicable laws.
10.4 Professional Diligence
The B2B Customer confirms that they have the experience and capacity to handle and store
alcoholic beverages properly. The Customer must follow industry standards and legal
requirements.
10.5 Resale and Distribution
Unless otherwise agreed, the B2B Customer may resell the Products in their original
condition and packaging only. Any relabelling, modification or rebranding requires prior
written consent from the Company.
10.6 Market Restrictions
The Company may restrict distribution in certain territories or channels. The Customer
agrees to comply with any such restrictions when notified by the Company.
10.7 Payment Terms
Payment terms for B2B Customers (if any credit or account facility is granted) must be
agreed in writing. Failure to comply with agreed payment terms may result in suspension of
deliveries or termination of the business relationship.
10.8 Audit and Record-Keeping
The Customer must maintain accurate records of inventory, sales and excise movements if
legally required. The Company or relevant authorities may request proof of compliance.
10.9 Liability and Risk
The B2B Customer assumes full responsibility for the Products once the risk has transferred
(as per Section 4). The Customer must ensure proper insurance, handling, and storage.
10.10 No Implied Warranties
To the fullest extent permitted by law, all implied warranties (merchantability, fitness for
purpose, etc.) are excluded in B2B relationships unless expressly agreed in writing.
10.11 Limitation of Liability
For B2B Customers, the limitations and exclusions of liability in Section 6 apply fully and
without restriction (except where prohibited by law).
Governing Law & Jurisdiction (Cyprus)
SECTION 11 – GOVERNING LAW AND JURISDICTION
11.1 Governing Law
These Terms, as well as any Order, Contract or dispute arising out of or in connection with
the sale of Products by the Company, shall be governed by and construed in accordance
with the laws of Cyprus, without regard to conflict of law principles.
11.2 Mandatory Consumer Protection
If the Customer is a B2C Customer residing in a different EU Member State, mandatory
consumer protection laws of that state may apply in addition to Cyprus law. In the event of
conflict, the provision most favourable to the consumer shall prevail as required by law.
11.3 Amicable Resolution
Before initiating legal proceedings, the parties shall use reasonable efforts to resolve any
dispute amicably through good-faith negotiations.
The Customer may also request mediation or an alternative dispute resolution mechanism,
where available.
11.4 Jurisdiction (B2B)
For B2B Customers, any dispute arising out of or relating to these Terms or any Contract
shall be subject to the exclusive jurisdiction of the competent courts of Cyprus.
The Customer expressly waives any objection to the venue or forum on grounds of
inconvenience.
11.5 Jurisdiction (B2C)
For B2C Customers, disputes may be brought:
● Before the courts of Cyprus, or;
● Before the courts of the EU Member State in which the consumer resides, where
required by mandatory consumer protection law.
11.6 Language of the Contract
These Terms may be translated into other languages for convenience. However, the English
version shall prevail in case of any inconsistency or dispute regarding interpretation.
11.7 Severability of Jurisdiction Clause
If any part of this Section is found invalid or unenforceable, the remaining provisions shall
continue to apply to the fullest extent permitted by law.
Final Provisions
SECTION 12 – FINAL PROVISIONS
12.1 Entire Agreement
These Terms, together with any accepted quotation, order confirmation or written agreement,
constitute the entire agreement between the Company and the Customer and supersede
any prior negotiations, representations or understandings, whether written or oral.
12.2 Amendments
No amendment or modification of these Terms shall be valid unless made in writing and
signed or expressly approved by an authorised representative of the Company.
12.3 Waiver
Failure or delay by the Company in exercising any right or remedy under these Terms shall
not constitute a waiver of that right or remedy. A waiver shall only be effective if given in
writing.
12.4 Severability
If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining
provisions shall remain in full force and effect. The invalid provision shall be replaced by a
valid one that most closely reflects the original intent.
12.5 Assignment
The Customer may not assign or transfer its rights or obligations under these Terms or any
Contract without the prior written consent of the Company.
The Company may assign or transfer its rights or obligations to any affiliate or successor
without Customer consent, provided that the Customer’s rights are not adversely affected.
12.6 Notices
Any notice or communication under these Terms shall be in writing and may be delivered by:
● Email,
● Registered mail,
● Courier service,
● Hand delivery.
Notices shall be deemed received:
● On the day of delivery (hand delivery),
● On the day of sending (email, unless bounce or obvious failure),
● 2 business days after posting (mail or courier).
12.7 Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency or employment
relationship between the parties. Each party acts as an independent contractor.
12.8 Survival of Obligations
Any provisions which by their nature are intended to survive the termination or performance
of the Contract shall remain in full force, including but not limited to confidentiality, intellectual
property, limitation of liability, governing law and jurisdiction.
12.9 Headings
Headings are provided for convenience only and do not affect the interpretation of these
Terms.
12.10 Communication and Electronic Acceptance
The Customer agrees that communication by email or electronic means shall have the same
legal effect as communication in paper form. The Customer also agrees that acceptance of
terms, orders or documents via electronic methods (e.g. click, email confirmation,
e-signature) is legally binding.