HVA GREECE SMPC

1. Scope of Application
1.1 Any contract concluded between HVA GREECE SMPC (“HVA”) and any third party (“Customer”) for the sale by HVA to the Customer of any services, and the purchase of such services by the Customer from HVA, including the Commercial Terms and, if applicable, the Additional Conditions (collectively, a “Contract”), shall be subject to these T\&Cs, unless HVA expressly agrees otherwise in writing. All other terms and conditions are excluded, including any terms and conditions which the Customer purports to apply under any purchase order, order confirmation or otherwise. “Commercial Terms” shall mean any document (including e-mail) of HVA that sets out one or more commercial terms such as delivery term, service price, quantity and description of services, and duration.
1.2 In the event of a conflict between these T\&Cs and a Contract, the Commercial Terms shall have priority, followed by the Additional Conditions, and then these T\&Cs.

2. Orders, Offers, and Formation of Contract
2.1 Each order or acceptance of a quotation of HVA by the Customer shall be deemed to be an offer by the Customer to HVA to purchase services subject to these T\&Cs (and the Additional Conditions, where applicable). A Contract is formed when the Customer order (or similar offer) is accepted by HVA in writing, including by way of a written order confirmation. HVA shall be entitled to accept or reject each and every order (or similar offer) in its sole discretion.
2.2 Unless expressly agreed otherwise in writing by HVA, the Customer shall not be entitled to cancel a Contract. HVA shall be entitled to change or cancel a Contract at any time prior to delivery, on written notice to the Customer.

3. Warranties
3.1 HVA warrants that all services provided:
(a) comply with any written specifications agreed upon with the Customer (“Specifications”);
(b) are rendered in accordance with good consulting practices;
(c) are subject to internal control procedures to ensure compliance;
(d) are delivered free of liens or encumbrances. No other warranties (express or implied) are given.3.2 The Customer warrants that:
(a) it and its representatives will not engage in bribery or corruption;
(b) any intellectual property incorporated into the Customer's deliverables does not infringe third-party rights.

4. Prices and Payment
4.1 Fees are based on HVA’s prevailing price lists at the time of delivery. HVA may adjust these upon notice. If the Customer objects, either party may terminate the Contract by written notice.
4.2 Prices exclude taxes, levies, and surcharges, which shall be borne by the Customer.
4.3 Payment is due as agreed, or otherwise within 14 days from invoice. HVA may request advance payments or security for payment. Invoices must be paid in full, without set-off.4.4 Late payment triggers default and makes all outstanding amounts immediately due.

5. Delivery
5.1 Delivery methods will be defined in the Contract. If not specified, delivery occurs at HVA’s premises or as agreed, per the latest applicable Incoterms. Partial deliveries are permitted. Time is not of the essence.

6. Risk and Ownership
6.1 Risk passes to the Customer upon HVA’s delivery or offering of deliverables.
6.2 Ownership transfers only upon full payment of all sums owed.

7. Intellectual Property Rights
7.1 All intellectual property (IP), including that embedded in services, remains the property of HVA. No transfer or license of IP is implied or granted.
7.2 The Customer must promptly notify HVA of actual or potential IP infringement by or against third parties.

8. Confidentiality
8.1 The Customer shall keep all HVA information confidential and limit its use solely to fulfilling contractual obligations.
8.2 Disclosure is permitted only under legal obligation and with HVA’s prior written consent.

9. Force Majeure
9.1 Either party may claim force majeure if performance is delayed or rendered impossible due to circumstances beyond its control.
9.2 The affected party must promptly notify the other party. Obligations are suspended during the force majeure event.
9.3 If the event lasts or is expected to last over two months, the unaffected party may terminate the Contract with immediate effect.

10. Inspection, Notification, and Claims
10.1 Deliverables must be inspected promptly. Defects must be reported within two business days of delivery.
10.2 Hidden defects must be reported within two days of discovery and no later than six months after delivery.
10.3 Claims must describe defects in detail and do not suspend payment obligations.
10.4 Failure to notify in time waives the right to claim.
10.5 For justified claims, HVA may amend the deliverable or credit the relevant portion of fees.

11. Liability
11.1 HVA’s total liability is limited to the value of invoices paid by the Customer for the specific service during the calendar year, up to a maximum of EUR 20,000. HVA is not liable for indirect, special, or consequential damages.
11.2 These limitations do not apply in cases of gross negligence or willful misconduct.

12. Miscellaneous Customer Obligations
12.1 The Customer shall not damage HVA’s reputation.
12.2 The Customer may not use its relationship with HVA for promotional purposes without prior consent.
12.3 The Customer shall indemnify HVA against claims or losses arising from errors, IP infringement, or misleading/illegal information in the deliverables.

13. Termination
13.1 HVA may suspend or terminate the Contract if the Customer breaches obligations, engages in misconduct, offers inducements, becomes insolvent, or undergoes significant ownership changes.
13.2 HVA may terminate any Contract for convenience with three months’ written notice.
13.3 Either party may terminate due to force majeure (see clause 9).
13.4 Termination under this clause does not entitle the Customer to any compensation.

14. Miscellaneous
14.1 HVA may subcontract or delegate performance to its affiliates.
14.2 All notices (except for terminations or amendments) may be sent electronically.
14.3 These terms are in English. Translations are for convenience only.
14.4 If any provision is found invalid, the remaining provisions remain effective.

These T\&Cs and any Contract shall be governed by and interpreted in accordance with Greek law. Any disputes shall be exclusively subject to the jurisdiction of the competent courts of Athens, Greece.

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