General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF SALE [Published on: 26/02/2024]
Amara Net Zero Greece
1. Purpose
1.1. The purpose of these general terms and conditions of sale (the "GTC") is to regulate the contractual relationship between:
(i) Amara Net Zero Greece Single Member S.A., a company registered and existing under the laws of the Republic of Greece, with Greek Business Registry no. 174082901000, with registered seat and address of management at 19 Pentelis Avenue, Chalandri, Greece (“Amara”); and
(ii) Any purchaser, who is not an end consumer, of products or services offered by Amara (the “Client”).
1.2. Hereinafter, Amara and the Client will be identified individually as the "Party" and jointly as the "Parties".
2. Scope of application
2.1. These GTC will be applicable to all sales and deliveries of products that Amara makes to the Client (the “Products”), as well as to the associated services that are provided by Amara to the Client (the “Services”), unless the Parties agree expressly otherwise in writing.
2.2. The Client explicitly confirms and warrants before Amara that, as a purchaser, it is not an end consumer but acts solely in the scope and within its commercial or otherwise professional capacity. The Client shall be held liable before Amara should the representation under the preceding sentence is false.
3. General aspects
3.1. These GTC will be published on Amara’s website that is http://www.amaranzero.gr (the “Website").
3.2. Amara reserves the right to modify these GTC at any time and shall notify the Client of any such modification. However, the applicable GTC to a given Sales/Purchase Order are those in force at the time the Order is placed. Any new conditions available on the Website will only be applicable, as of their publication date, to new Sales/Purchase Orders unless the Parties expressly agree otherwise in writing.
3.3. The Parties hereby agree that the acquisition of a Product or Service through the Website initiated by means of the Client’s placing of a Purchase Order in accordance with Clause 4.1.(ii) below (the “Purchase Order") shall expressly include a statement that the Client has reviewed and expressly accepts these GTC. For the avoidance of doubt, the Parties agree and confirm that electronically placing (signing) a Purchase Order online, through the Website, and/or the acceptance of such Purchase Order by Amara electronically, incl. via email, i.e. by means of a simple or advanced electronic signature within the meaning of applicable legislation, shall have the legal effect of a handwritten signature.
3.4. The Parties hereby agree that the acceptance of a proposal issued by Amara (hereinafter the “Sales Order") will expressly include a statement that the Client has reviewed and accepts these GTC, with no reserves, unless different general terms and conditions are attached to or referenced in the Sales Order, in which case those shall apply as per the order of precedence under Clause 4.2 below. For the avoidance of doubt, the Parties agree and confirm that electronically signing the Sales Order and/or the acceptance of such Sales Order by Client, by means of a simple or advanced electronic signature within the meaning of applicable legislation, shall have the legal effect of a handwritten signature.
3.5. For the purposes of Clauses 3.3 and 3.4, prior to placing the Purchase Order, or, prior to accepting a Sales Order, respectively, the Client shall be provided by Amara with access to the present GTC or other applicable GTC, as the case may be, and it shall be regarded between the Parties that the due provision of access to the GTC in electronic form shall have the legal effect of delivery of a hardcopy of the GTC.
4. Contract
4.1. The contract between Amara and the Client on the Products and Services that are the object of sale (the "Contract") will be concluded when:
(i) the Sales Order is accepted by the Client in writing or by qualified electronic signature or another electronic signature as per the GTC, followed by a document containing the commercial terms agreed between Amara and the Client (the "Commercial Terms”). The Sales Order shall be open for acceptance within the term stipulated therein. The Commercial Terms are provided to the Client for signature following Amara’s receipt of Client’s acceptance of the Sales Order. or
(ii) the Client places a Purchase Order and the Purchase Order is duly accepted by Amara and its acceptance is duly communicated to the Client via email/portal within up to 2 (two) business days following the submission of the Purchase Order by Client. Amara shall not be bound by any Purchase Order placed unless Amara duly communicates its acceptance of the Purchase Order to the Client. To avoid any doubt, any email/portal communication for confirming the simple receipt of a Purchase Order shall not constitute acceptance by Amara.
4.2. The following documents shall be deemed an integral part of the Contract (the “Contract Documents”):
(i) the Sales Order and its acceptance, or the Purchase Order and its acceptance, as applicable;
(ii) the Commercial Terms, if applicable, agreed following the acceptance of the Sales Order or the Purchase Order and signed by Amara and the Client. To avoid any doubt, conclusion of a document of Commercial Terms shall not be required where a Purchase Order within the meaning of the present GTC is duly accepted by Amara, unless Amara requires otherwise;
(iii) the applicable technical documentation, including technical, quality, occupational risk prevention, environmental specifications or any other document that regulates technical aspects of the contractual relationship;
(iv) the guarantees of the Products granted, where applicable, by their manufacturers; and
(v) these GTC in force at the date of conclusion of the Contract.
4.3. In case of conflict between the Contract Documents, the one that occupies a previous place in the list set out in Clause 4.2 will prevail.
4.4. Any modification of the Contract will only be binding on the Parties if it is made in writing by any of their duly empowered representatives.
4.5. The Contract Documents will be kept and stored by Amara physically or digitally. The Client will receive an original (where applicable) or a copy of the Contract Documents after the Contract is concluded or, where appropriate, may access them through the Website.
4.6. The images, illustrations, indications of measurements of dimensions and weights that may be included in any leaflet, brochures, etc. that may be attached to the Sales Order or the Purchase Order, incl. published on the Website, as the case may be, do not constitute binding terms and conditions for Amara.
4.7. Amara reserves the right to:
(i) request documentation from the Client to carry out an analysis of its solvency; and
(ii) establish a credit limit for each Client, unilaterally, and subordinate the deliveries of the Products in accordance with this limit.
5. Price and payment terms
5.1. The prices for the sale of the Products and Services (the "Price") will be corresponding to Amara's current rates published on the Website (the "Rates") as at the time of the Purchase Order or included in the Sales Order. Amara reserves the right to modify the Rates at any time and without prior notice, provided that any such modifications are made prior to the acceptance of a binding Sales Order/Purchase Order or conclusion of the Contract and the respective Contract Documents by the Parties or within terms specifically provided within the Sales Order or another Amara document as the case may be.
5.2. The Price does not include value added tax, or any other tax, rate or duty that may be applicable, including customs, unless Amara has expressly agreed otherwise, all of which will be borne by the Client.
5.3. Payment of the Price will be made in the form and term established in the Contract. In the absence of an express term, it will be understood that the Client must pay the Price within a period not exceeding 30 (thirty) days from the date of delivery of the Product or rendering of the Service, which delivery shall be duly certified with the respective document(s), signed and dated accordingly. Any other payment term will be calculated from the date of the invoice, unless otherwise established in writing by Amara. Any amount due and outstanding will accrue daily interest at an annual rate equal to statutory interest rate until full payment unless otherwise agreed.
6. Delivery and acceptance of Products
6.1. Amara will use its best efforts to deliver, and if applicable install, the Products in accordance with Amara's delivery schedule set forth in the Purchase Order or the Sales Order (the “Delivery Schedule”). For the avoidance of doubt, the Delivery Schedule is an estimate and does not bind Amara.
6.2. Amara reserves the right to modify the Delivery Schedule at any time on justified grounds, provided that the Client is notified in advance within a reasonable time. However, Amara shall not be liable to Client for any delay in the delivery of any Product to Client, provided that the Client has been duly notified thereof, or if the delay is not within Amara’s reasonable control subject to the Contract, or is otherwise not a result of any deliberate actions or gross negligence attributable to Amara.
6.3. The Client agrees to review and accept the Product as soon as it is made available by Amara as stated below under clause 8.3., otherwise the Client will be deemed to have unconditionally accepted the Product.
6.4. The Client will be responsible for any expenses incurred as a result of any failed delivery, including, but not limited to, transportation costs, expenses associated with successive delivery attempts, storage expenses, and insurance.
7. Shipments, risks and reservation of title of Products
7.1. All deliveries of the Products will be made "FCA Amara"/”EXW Amara” as defined in the Incoterms 2020 published by the International Chamber of Commerce, from the place of dispatch specified by Amara. All risks, once the Products have been delivered to the carrier, will be borne by the Client, unless Amara accepts other delivery conditions in writing.
7.2. The Client will be responsible for all transportation, tariffs, storage, deposit, and delivery expenses corresponding to the Products, entirely on its own risk.
7.3. The Client may select the carrier and must provide written proof of having arranged insurance in a format and at a value deemed acceptable by Amara.
7.4. Amara will retain ownership of all Products until full payment of the Price has been made, along with the interest due, if any.
7.5. The Client will ensure that, until it has full ownership of the Products, all the Products are easily identifiable and separable with respect to the other products that they have in their possession. For these purposes, the Client:
(i) ensure that all Products are readily identifiable as Amara products;
(ii) will at all times keep the Products in optimal condition so that they can be resold as new products; and
(iii) will not modify, alter, or destroy any identification mark or any characteristic that serves to identify the Products.
7.6. As long as the deadline for the payment has expired as referred to in Clause 5.3. and the Price payment has not been made in full, and, where appropriate, the interest due:
(i) Amara may at any time require the Client to immediately return the Products at the Client's expense (without prejudice to any other remedies to which Amara is entitled in case of non-compliance by the Client; including, among others, the corresponding compensation for the damages and losses incurred); and
(ii) the Client will refrain from granting any right, or from constituting any type of encumbrance, on the Products, whether as a guarantee, pledge or of any other type, and may not lend or dispose of the Products without the prior express consent of Amara.
8. Inspection and approval of Products
8.1. The Client undertakes to inspect the Products delivered at the time of delivery and to detect any visible loss or damage, and to note it on the receipt notification.
8.2. Failure to provide written objection and/or rejection in the receipt notification will constitute an irrevocable acceptance by the Client of the Products and therefore the Client will not have the right to claim any missing Product, nor any visible damage to the Products.
8.3. It will be understood that the Client has accepted the Products from the date of receipt, unless within a period of 5 (five) business days of the date of receipt, the Client provides Amara with a written notification of its rejection of the delivery of all or part of the Products, specifying in detail the reasons for said rejection.
8.4. In the event that hidden defects (defects that could not be regarded visible during the initial inspection) are discovered after the acceptance of the Products, the Client shall immediately notify Amara of these defects.
8.5. Should a necessity arise for return/retrieval of any of the Products, the Client undertakes to comply with Amara’s instructions in this regard as well as to ensure the necessary cooperation and assistance regarding the return/retrieval of the Products (i.e. to provide Amara’s representatives and/or employees, and/or the carrier with access to the Client’s warehouse or another place of dispatch, to ensure due care and assistance by the Client’s employees and/or on-site representatives on the agreed day and time for the collection of the Products).
8.6. In any case under the clauses above, the Client shall safeguard and protect the Products and comply with its other obligations under the Contract, incl. under Clause 7.5 above until the return/retrieval of the Products by Amara.
8.7. Amara shall not be held responsible for damages if the Client or their representatives, employees or agents have violated the instructions for the storage and use of the Products.
9. Products guarantees
9.1. Amara will deliver to the Client, together with the other Contract Documents, the guarantee documents (the "Guarantees") granted, where appropriate, by the respective manufacturers of the Products.
9.2. Amara will not be in charge of any claims, procedures and resolution of incidents related to the Guarantees nor will it grant additional or substitute guarantees, but rather the Client will be in charge of them.
9.3. Consequently, the Client will not have the right to claim against Amara any defect or damage of the Products that occur after the date of acceptance of the Products, unless said defect or damage is directly attributable to Amara and has been notified as per Clause 8.3 above.
10. Return of Products
10.1. Notwithstanding Clause 8 above, the processing of any Product return file must be initiated by a written return request from the Client, indicating: (i) the reason for the return; (ii) the description of the Products and quantities to be returned; (iii) the state of conservation of the Products and/or packaging; and (iv) Amara's invoice and delivery note numbers.
10.2. Client may not return unilaterally the products to Amara unless Amara issues a favorable resolution to Client's written return request.
10.3. Amara may invoice the Client for processing fees and deposit fees incurred.
11. Termination
11.1. The Contract may be unilaterally terminated by Amara in any of the following events:
(i) when the Client becomes insolvent, is declared insolvent/overindebted by a competent authority, insolvency proceedings are opened, enters bankruptcy, is placed under receivership, makes a general assignment for the benefit of creditors, or otherwise becomes or is declared unable to meet its financial obligations under the Contract as they become due; either
(ii) when the Client exceeds the credit limit set by Amara under the terms of Clause 4.7(ii), unless the Client provides additional guarantees at Amara’s satisfaction; either
(iii) in case of material breach of the Client’s obligations, including with regard to payment of the Price, in accordance with the Contract.
11.2. In the events established in Clause 11.1(ii), Amara may choose to terminate the Contract or, alternatively, request additional guarantees from the Client.
11.3. In the event established in Clause 11.1(iii), Amara may choose between requesting the Client to remedy the breach within 5 (five) business days or termination of the Contract, with compensation for damages and payment of interest in both cases. Amara may also terminate the Contract if the Client fails to remedy the breach within the said term or if the remedy proves impossible, the obligations should have been fulfilled at a particular time or where performance is no longer useful to Amara.
12. Force Majeure
12.1. None of the Parties will be liable to the other for the breach or delay in the performance of the obligations undertaken under this Contract to the extent that said breach or delay is the consequence of unforeseeable events of extraordinary nature that occurred beyond its reasonable control and that could not have been avoided by employing due diligence (“Force Majeure”).
12.2. When any event of Force Majeure occurs, to the extent possible, the Party affected by the Force Majeure will notify the other Party in writing immediately upon becoming aware of the occurrence of said event (including an estimate of the duration of the effects that said event may have on the activities in question), and will carry out its best efforts to:
(i) mitigate and solve the difficulties created by the Force Majeure event; and
(ii) resume their activity and compliance with their obligations as soon as possible.
12.3. If an event of Force Majeure affects, or is expected to affect, any of the Parties or the performance of this Contract during a period of 30 (thirty) calendar days or more, the Parties will negotiate in good faith the terms to address the problems caused by said event, including the negotiation of an addendum to the Contract to reflect the new situation.
12.4. If an event of Force Majeure affects, or is expected to affect, any of the Parties or the performance of the Contract during a period of 90 (ninety) calendar days or more, either Party shall have the right to terminate the Contract upon prior written notice. For the avoidance of doubt, neither Party shall be liable to the other for any damages or compensation derived from the consequences of the Force Majeure event.
13. Limitation of liability
13.1. Amara's liability shall not exceed the total amount of the Price effectively received by Amara from the Client under the Contract.
13.2. Amara will only be liable for the direct damages that, if applicable, the Client may have suffered.
13.3. In no event will Amara be liable for indirect damages, lost profits, consequential damages, opportunity cost, loss of production or any other damages of a similar nature.
13.4. The foregoing limitations of liability shall not apply in the event that Amara is proven to have engaged in willful misconduct or gross negligence in the performance of its obligations under the Contract, as well as any other limitation of liability that is not legally permitted.
14. Nature of contracting and staff for the provision of Services
14.1. All of Amara’s staff who is linked to the provision of Services in accordance with the provisions of the Contract will be independent of the Client, there being no labor relationship between the Client and Amara personnel, or vice versa.
14.2. Amara, as an autonomous and independent entity, will designate the trained and specialized staff that it deems appropriate so that, at its expense and in its name and representation, it provides the Services. Amara will develop its activity based on its own organizational criteria, providing all the technical and material means necessary for the provision of the Services.
14.3. Amara's staff and, where appropriate, those of third-party companies with which Amara subcontracts the provision of the Services, will have the necessary technical training and experience to carry out the provision of the Services with the highest quality.
14.4. Both Parties acknowledge that Amara’s staff involved in the provision of the Services shall be Amara employees, and as such shall at all times be under Amara's power of direction and control, and disciplinary power. The Client will lack management or disciplinary power over Amara's staff or that of third-party companies with which it subcontracts the execution of the Services, without prejudice to its power of coordination for the good end of the object of the Contract.
14.5. In order to carry out its coordination power, Amara will designate a coordinator whom the Client may contact if they want to instruct any generic guideline and who will serve as a connection between the Client and Amara. Likewise, Amara's staff will address Amara, through its coordinator, and, in no case directly to the Client's staff.
15. Prevention of occupational hazards
15.1. The Parties expressly undertake to comply with and enforce the legal or conventional regulations in force regarding occupational risk prevention as well as the provisions contained in this Contract.
15.2. In the event that Amara’s staff has access to the Client's facilities, in the context of the provision of the Services, the Parties undertake to establish the means of coordination that they consider necessary and pertinent for the prevention of occupational risks of each Party’s staff who carry out at the same time their activity in the Client’s facilities.
16. Independence of the Parties for the provision of Services
16.1. The Contract is formalized between independent parties. In no case shall it be understood that one of the Parties acts as agent or representative of the other Party.
16.2. Neither Party shall have the right, power or authority to sign any type of contract or agreement or incur any type of responsibility or assume any type of obligation, in the name, representation or on behalf of the other Party.
16.3. The Contract will not be interpreted as the formation of an association, agency relationship, association, joint venture, or of any other type between the Parties nor will it be understood that it imposes any type of responsibility typically related to those relationships on the Parties.
17. Subcontracting and assignment
17.1. Neither the Contract, nor any of the rights or obligations derived from it may be assigned, totally or partially, by the Client without the prior, express and written consent of Amara.
17.2. Amara may subcontract, in whole or in part, its obligations under the Contract.
18. Insurance
18.1. The Client must contract and maintain in force during the entire term of the Contract the following insurance coverage (the "Insurance Policies"):
(i) all those insurances that are mandatory in accordance with the applicable law; and
(ii) civil liability insurance that covers liability against claims arising from the performance of the Contract, for material or personal damages, with the following coverage: (a) employer and operating civil liability; (b) civil liability for defective products and post-work; and (c) civil liability derived from accidental contamination of the environment.
18.2. To the extent permitted by the applicable law, Amara will not be responsible for any damage suffered by the Client that is covered by any of the Insurance Policies.
18.3. Amara reserves the right to:
(i) request from the Client a certificate issued by their insurance company indicating the coverage, contracted limits and applicable deductibles in which Amara’s condition as an additional insured must be indicated without losing its status as a third party (the "Certificate"); and
(ii) request at any time receipt or proof of payment of the corresponding premiums.
18.4. In the event of an accident, any difference that arises in the payment of indemnities, whether due to the application of deductibles or for any other reason related to the Insurance Policies, will be borne by the Client.
18.5. In all the Insurance Policies that are contracted in compliance with these GTC, an express mention of exoneration of liability to Amara will be included, expressly waiving its right of repetition and subrogation against it by the corresponding insurers.
18.6. The Insurance Policies must be contracted with insurance companies of acknowledged reputation and solvency.
19. Communications
19.1. Any notification or communication between the Parties must be made at the address indicated for each of them in the Contract.
19.2. Any change of address for notification purposes must be communicated to the counterparty at least fifteen (15) days in advance. Notification will be understood as one that allows proof of its sending, its reception, and its content.
20. Ethics and Conduct, Anti-corruption, Sanctions and Import and Export Controls
20.1. The Parties declare that they carry out and have been carrying out their activity in compliance with the applicable regulations, including regulations on the prevention of money laundering, financing of terrorism, anti-bribery, and anti-corruption.
20.2. The Client declares to know the content of the Amara's Code of Ethics which is published on the company's website http://www.amaranzero.gr or is alternatively provided to the Client by Amara by way of email (as a soft copy) or other suitable means, and to understand its scope and content. Therefore, the Client expressly assumes compliance with the following obligations which shall be understood as their own and without restriction:
A. On regulatory and ethical compliance:
20.2.1. Comply with any legislation and/or regulations applicable to the Client’s activity, in considering the territorial scope of the service provision.
20.2.2. Execute the object of the Contract, or those obligations that can reasonably be considered concerning and/or derived from it, complying with a fair and competitive market system in accordance with the applicable laws on economic competition, antitrust and anticorruption, as well as that local and international legislation and/or regulations applicable and in force at the time of the effective provision of the object of the Contract.
20.2.3. Comply with and enforce compliance with its employees, representatives, affiliates, subcontractors and/or third parties that directly or indirectly execute the services that are the object of the Contract and/or the Code of Ethics, refraining from any act or fact that constitutes a violation thereof.
20.2.4. Report any concern, or violation of the Code of Ethics through the Amara Ethics Channel.
20.2.5. Comply with current provisions on tax, labor, Social Security, social integration of people with disabilities, gender equality, occupational risk prevention and environmental protection.
20.2.6. Respect the human rights of its stakeholders and comply with existing legislation on the prevention of forced labor or conditions of slavery, child labor and harassment or employment discrimination.
B. On anti-corruption regulations:
20.2.7. Notify Amara of any improper request that it receives in relation to this Contract and that could be considered an act of bribery or corruption, as well as notify in writing any appointment or hiring of a public official as an employee, representative or manager.
20.2.8. Execute the Contract without making use of fraudulent, irregular, illegal means, or that may entail a sanction for itself, or jointly or subsidiary, with respect to Amara.
C. On tax and Social Security obligations:
20.2.9. Be up to date with the Tax Agency and the Social Security General Treasury, as well as provide a positive certification issued by such agencies, if applicable.
20.2.10. Renew and deliver the certificates that certify compliance with tax and Social Security obligations as many times as necessary during the term of this Contract and until its completion.
D. On transparency obligations:
20.2.11. Provide Amara with all the information and documentation necessary to carry out the Contract successfully. The lack of information or documentation, errors or falseness of the data provided, as well as the late or extemporaneous delivery of the documents necessary for the correct development of the Contract, will exonerate Amara from all responsibility for the damages or consequences that could be derived, to the extent permitted by law.
E. On sanctions and import and export controls:
20.2.12. Comply with, and ensure that the rest of the Client's members comply with all the regulations applicable to commercial, economic and financial sanctions, anti-boycott laws or export controls, including the regulations applicable in the United Kingdom, the European Union, the United States and the UN regarding the goods, software and technology or services provided under the Contract, as well as to obtain all the licenses, permits, authorizations or governmental exemptions that correspond in relation to the regulations of sanctions and import and export controls.
20.2.13. At Amara's request, Client shall provide information about the end users, the country of destination, and the intended end use of the goods, software, or technology provided under the Contract. If there is a change of end user, country of destination or end use that may be restricted or prohibited by regulation, or that places Amara in default, Amara may terminate the Contract unilaterally.
20.2.14. Inform whether the Client has or has had a relationship with Politically Exposed Persons (PEPs). In such event, Amara shall have the right to suspend or terminate the Contract.
20.2.15. Avoid any type of relationship with persons or organizations subject to sanctions (or with any other person controlled by a person listed or designated as sanctioned) according to the lists maintained by the Security Council of the United Nations, by the European Union, by OFAC (Foreign Assets Control Office), or by any other sanctioning authority.
20.2.16. Report on the initiation of any procedure by which a member of the Client may be subjected to sanction by an authority. In such event, Amara shall have the right to suspend or terminate the Contract.
F. On the guarantee of indemnity:
20.2.17. To the extent permitted by law, the Client will directly assume any liability of any kind arising from the obligations assumed under this Clause, as well as defend and hold Amara harmless against any claim arising from said breach.
G. On the right to suspension and early resolution:
20.2.18. Amara will have the right to suspend or terminate the Contract in advance in the event that the Client fails to comply with the commitments, representations and warranties contemplated in this Ethics and Conduct, Anti-corruption, Sanctions and Import and Export Controls clause.
20.2.19. For such purposes, the Client makes the following representations, to the best of its knowledge and belief (understood as what the Client, its directors, managers, representatives and attorneys-in-fact, employees, agents, and advisors should have in their knowledge):
20.2.20. The Client warrants that, as of the date of signing of this Contract, it is not subject to an investigation under criminal proceedings, whether national or international, nor is any of its subsidiaries being subject to any such investigation.
20.2.21. The Client warrants that, prior to the conclusion of this Contract and during its term, no gift, favor, compensation, benefit or advantage of any unjustified nature has been offered, promised, given, delivered, received, requested or accepted, either on their behalf or through a representative or intermediary, and on their own behalf or that of a third party against others, to (i) any person who is hired by Amara or by a third party; (ii) nor to a public official or person who participates in the exercise of public function to perform an act contrary to the duties inherent to their position or to not perform or delay what they should perform.
20.2.22. The Client warrants that it has adequate control procedures to prevent actions that may be classified as bribery and/or corruption by the applicable legislation, either on its own account, on its behalf or through an intermediary.
20.2.23. Applicable anti-corruption laws shall be understood to include (by way of example, but not exhaustive): (i) the Greek Criminal Code, (ii) the United Kingdom Anti-Bribery Act (Bribery Act, 2010 ), (iii) the United Kingdom Proceeds of Crime Act, 2002, (iv) the United States Foreign Corrupt Practices Act (FCPA, 1977), as well as (v) any other law or regulation, national or international, against bribery, fraud, collection of commissions or similar activities in force in the country in which the Parties are incorporated or that could be directly or indirectly applicable in the country or jurisdiction where the Contract is performed.
20.2.24. The Client warrants that no public official holds ownership, possession, or any interest of a legal or other nature that directly or indirectly benefits the Client with respect to the subject matter of the Contract, and that no public official acts as official, director, employee, or Client's agent, or any of its affiliates.
20.2.25. The Client undertakes to maintain a record of compliance during the term of the Contract and for a period of five (5) years after its termination. In addition, the Client guarantees that it will provide access to Amara upon its request.
20.2.26. The Client undertakes to inform as soon as it is suspected or becomes known that the preceding representations and warranties are (or will most likely become) no longer valid and, likewise, it will inform about the measures that it is or intends to implement in this regard.
20.2.27. The Client warrants that neither this, nor any direct supplier or member of its supply chain has been condemned, nor is it being, at the time of formalizing the contractual relationship with Amara, the object of investigation in legal proceedings for infringement of human rights, the legislation on the prevention of forced labor, in conditions of slavery and child labor, discrimination and/or harassment.
21. Confidentiality
21.1. The Parties consider the existence of the Contract and the respective Contract Documents to be strictly confidential, as well as all the information contained therein, and that obtained or generated in its development and/or performance (the "Confidential Information") and shall not be used otherwise than for the purpose of the Contract and the respective Contract Documents without the prior written consent of the other Party providing such information unless it is within the scope of the exceptions set forth in Clause 21.3(ii) below.
21.2. Confidential Information includes, but is not limited to any data, technical, marketing, business, financial, operational, administrative and economic information related to present and future products, services, trade secrets, customer lists, pricelists, proprietary information, business plans, estimates and forecasts, operational details, experience, intellectual property, know-how, visual information, as well as any other information disclosed by either Party, either explicitly marked as confidential or not, the confidential nature of which may be reasonably known to the other Party.
21.3. In this sense, the Parties undertake with respect to Confidential Information:
(i) use it exclusively in what refers to the purpose of the Contract; and
(ii) not disclose it, in whole or in part, to any other person or entity, with the following exceptions: (a) when disclosure is required by law or order of a judicial or administrative nature (in such case, the Party that discloses the Confidential Information shall immediately inform the other Party, unless such notice is prohibited by law); and (b) when it comes to transmitting Confidential Information, for the sole purpose of compliance with the Contract, to those of its directors, employees, auditors, professional advisers or legal representatives who need to have it for that purpose, subject to confidentiality undertaking by the receiving party.
21.4. Upon request, all the documentation containing Confidential Information disclosed by either Party shall be returned to the other Party whereas the Party is entitled to retain copy thereof if required by law or for the purposes of establishment, exercise, or defense of claims made or threatened and dispute resolution.
21.5. The provisions of this Clause 21 shall survive the termination of the Contract.
22. Data protection
The Client can be informed in detail about the processing of personal data by Amara through its Privacy Policy, which is published and constantly updated https://amaranzero.gr/politiki-aporritoy. The Client can also be informed in detail about the use of cookies by this Website https://amaranzero.gr/politiki-aporritoy.
23. Divisibility
23.1. In the event that any clause of the Contract is considered invalid or unenforceable, this will not affect the validity or enforceability of the other clauses of the Contract. In such cases, the Parties undertake to replace the invalid or unenforceable clause with another clause (as long as it is valid) as similar as possible to the legal and economic intention of the invalid clause.
24. Applicable law and jurisdiction
24.1. This Contract, and all matters related to it, shall in all respects be governed by, and interpreted in accordance with the laws of Greece. The Parties exclude the application to this Contract of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (GISG).
24.2. Should the Parties hereto be unable to amicably resolve between themselves any disagreements relating to or arising from any one or more of the provisions of this Contract, both parties shall submit such disagreement to the exclusive jurisdiction of the Courts of Athens.