v. 1st May 2026
1. Scope of Application
These General Terms and Conditions exclusively govern all sales of machinery, equipment, spare parts, related items (hereinafter: “Product” or “Products”) and/or services, by XANTHIS S.A. to its Customers, in accordance with Greek and EU legislation. Xanthis SA may unilaterally modify the present terms, at any time. Amendments to these terms may also occur if, in its Offer, XANTHIS S.A. specifies conditions different from those herein.
2. Offers and Orders
Every sale contract and/or service agreement is concluded after: a) written detailed Offer by XANTHIS SA, after Customer’s relevant request, b) acceptance of the Offer by the Customer, which is considered as Order and c) written confirmation of the Order by XANTHIS S.A.
The Offer is structured according to Customer’s request and the clarifications of the Customer to XANTHIS SA. The Offer includes all the special relevant terms of sale and/or service (technical, financial et alia). Upon the written confirmation of the acceptance of the Offer, the Customer bears all the obligations as per the Offer. Modification or withdrawal of the offer may be effected unilaterally by XANTHIS S.A. at any time for a serious reason or for any reason whatsoever before its written confirmation of the Order by XANTHIS SA, or following a proposal by the Customer and the express written acceptance by XANTHIS S.A. The absence of a response to the Customer’s proposal does not result to a modification. In the event of no reply to the proposal, no amendment is effected. Acceptance by the Customer, of the written Offer implies full and unconditional acceptance the present terms. Fulfillment of any sale and/or service takes place under the term that are valid at the time of the acceptance of the Offer. Any quotation is not considered as an Offer, unless it is included in a text headlined as “OFFER” with brief description of the Product and/ or service. XANTHIS SA is entitled to assign all or part of its obligations and/or rights, to third parties. Similarly, may appoint subcontractors for the execution of its obligations.
3. Prices and Payments
Prices and terms of payment are stated in the Offer, where the currency is determined and also if prices include VAT or any other tax. XANTHIS S.A. has no liability as to possible Customer’s release from VAT and/or other taxes and is obliged to calculate any taxes that the legislation impose. Payment shall be made according to the Offer terms, regardless if it is not mentioned on the invoice.
The Customer shall bear all relevant obligations and shall carry out all required procedures, and shall be responsible for any additional charges, taxes and/or duties, in order for the Product to obtain the necessary permits and be freely imported into Greece or any other country selected by the Customer, unless otherwise provided in the Offer.
The Customer’s failure to fulfill all of its obligations, including those related to the price and the timing and method of its payment, shall entitle XANTHIS S.A., at its sole discretion, either cumulatively or alternatively, to withdraw without liability, to retain as an agreed-upon penalty and non-compensatory indemnity everything it has already received, and to claim and seek from the Customer the satisfaction of any direct and/or consequential damages arising from the Customer’s breach.
4. Delivery – Incoterms® 2020
Delivery terms are determined in the Offer and can be mentioned in the delivery notes and invoices and follow the Incoterms® 2020 rules of the International Chamber of Commerce.
The supply of the Products is subject to availability on the part of the manufacturer. In the event of non-availability on the part of the manufacturer within the agreed timeframe, XANTHIS S.A. shall inform the Customer, accordingly, proposing alternative solutions. Should the Customer not agree, XANTHIS S.A. shall be entitled to cancel the Order without any liability on its part, being obliged only to refund any amounts paid by the Customer against the price, without incurring any further liability and/or obligation whatsoever.
Following delivery of the Products, the Customer shall be granted a period of five (5) working days to raise any objections or comments on them. Likewise, where transportation is the responsibility of XANTHIS S.A., any remarks concerning the transport and any potential damages must be submitted within twenty-four (24) hours from delivery. Upon expiry of the respective periods, no claims and/or obligations will be admissible by XANTHIS S.A. In any case, XANTHIS S.A. reserves the right, at its discretion, to verify the objections through an on-site inspection and to carry out any necessary remedial intervention.
If five (5) business days have elapsed from the date on which XANTHIS S.A. notified the Customer of the availability for collection (notice of availability), and the Customer fails to duly take delivery of the Products at the agreed place and time, then XANTHIS S.A. shall be released from any obligation towards the Client, retaining as a contractual penalty and liquidated damages (without the need for proof) any amounts it has received toward the price, and shall further be entitled to charge the Client for any additional loss it may incur as a result of the Client’s breach of contract, being entitled to dispose of the Product at its sole discretion.
5. Product Compliance
The Products bear the markings as described and set out in the manufacturer’s technical manuals that accompany them and are delivered to the Customer.
Any promotional and/or informational material relating to the Products, whether in printed and/or electronic form, does not constitute agreed specifications thereof nor does it form part of the sales agreement. The specifications are determined solely by the Offer and the manufacturer’s technical manuals accompanying the Products.
6. Installation, Commissioning, Technical Service
The placement/installation of the Product shall not constitute an obligation of XANTHIS S.A., unless expressly provided for in the Offer.
It is the Customer’s responsibility to ensure that the placement/installation of the Product is carried out in accordance with all appropriate methods of good engineering practice applicable to the specific Product, by qualified and certified installers, strictly following the manufacturer’s specifications and instructions contained in the Product’s technical manuals (Installation Manual, Technical Specifications etc.). Likewise, in the event that the Customer stores the Product, the Customer shall take all appropriate measures to ensure safe storage so that the Product’s properties, specifications, and characteristics are not affected.
Where, pursuant to the Offer, commissioning of the Product constitutes an obligation of XANTHIS S.A., such commissioning shall be carried out either by its employees or by external partners of its choice, in accordance with the specific terms set out in the Offer, and subject to the essential condition that the Customer has complied with the manufacturer’s instructions regarding the placement/installation of the Product, and has provided a suitable site and appropriate infrastructure in accordance with the requirements of XANTHIS S.A. It is clarified that commissioning by XANTHIS S.A. involves solely a complete mechanical/industrial unit and not individual spare parts or equipment.
The Customer shall strictly comply with the manufacturer’s instructions regarding repairs and maintenance of the Product.
7. After‑Sales Support
XANTHIS S.A. may provide spare parts, technical support, maintenance and any other service, with a separate agreement as per the special terms that will be agreed in writing.
8. Warranty
Τhe warranty is provided by the manufacturer of the Products, in accordance with the terms and conditions set out in the relevant technical and warranty documentation accompanying the Product. The Customer shall comply with all technical and other instructions of the manufacturer regarding the placement/installation, operation, upgrading, maintenance, and repair of the Product, and shall provide all necessary notifications to XANTHIS S.A., in order to ensure the proper functioning of the Product and to meet both the substantive and formal conditions for the validity of any warranties, as provided in the relevant manuals.
9. Retention of Title
Upon delivery of the sold Products to the Customer, XANTHIS S.A. retains title thereto until full and complete payment of the purchase price. Such retention of title applies to all Products included in the Order and described in the relevant documents (delivery notes, invoices), irrespective of the amount of any outstanding balance. Customer acknowledges that, until full payment has been made, it acquires only possession and use of the Products and not ownership thereof, and undertakes to keep them in good condition, not to transfer, lease, pledge, or otherwise encumber them in any manner without the Seller’s prior written consent, and to insure them against risks of damage or loss in favor of XANTHIS S.A. In the event of delayed payment, XANTHIS S.A. shall be entitled, at its sole discretion, either to demand immediate payment of the entire outstanding balance or to terminate the contract and require the immediate return of the machinery, regardless of its place of installation. The Customer shall allow XANTHIS S.A. access for inspection and, in case of termination, for the collection of the machinery. If the machinery is incorporated into or connected with other equipment, a vessel, real estate, or any movable property, it is agreed that it shall retain its character as movable property and shall not become a component of such vessel/real estate/movable property. All risk of accidental loss or damage shall pass to the Customer upon delivery.
10. Limitation of Liability
To the maximum extent permitted by law, XANTHIS SA:
• shall not be liable for indirect and/or consequential damages,
• shall not be liable for loss of profit and/or business interruption, and any overall liability of XANTHIS S.A. shall be limited to 10% of the value of the Product or the service provided, with a maximum liability cap of EUR 50,000.
As a prerequisite for the Customer to assert any claims arising from the potential liability of XANTHIS S.A., as limited above, the Customer must first seek satisfaction of any such claim from the manufacturer under the manufacturer’s warranty. Only if the Customer is not satisfied by the manufacturer may the Customer pursue a claim against XANTHIS S.A. in accordance with the above. XANTHIS S.A. shall bear no liability and/or obligation for any improper functioning of the Product in accordance with its specifications and/or for any damages caused by acts or omissions of the Customer, its employees or agents, and/or third parties (not affiliated with XANTHIS S.A. and/or the manufacturer), including, but not limited to, improper installation, misuse, incorrect operation, inadequate maintenance, unsuitability of the installation site, insufficient or incomplete information provided by the Customer, etc. XANTHIS S.A. reserves its rights to claim any compensation.
11. Collection and Disposal of Waste Products
The collection and appropriate disposal of all waste products that may result during the delivery of procured equipment or the provision of repair and/or maintenance services by XANTHIS SA, is the responsibility of the customer or the facility where the equipment or the services are delivered. XANTHIS SA is not responsible for said collection and disposal.
12. Intellectual Property-Patents, Cybersecurity
All Intellectual Property and/or Industrial Property rights related to the Product, whether as a whole or concerning parts thereof and/or its construction, shall remain with their lawful owner. The Customer does not acquire any rights in respect thereof. Consequently, the Customer is not permitted to reproduce and/or modify the Product, nor to disclose or publish, whether electronically or in print, any information relating to it. The above shall also apply to any software associated with the Product.
The Customer, from the moment of receipt of the Product, is obliged to take all necessary measures to protect the rights of the supplier and/or the manufacturer embodied in the Product, including protection against any cyberattacks or any influence on the Product by malicious software.
13. GDPR and Data Protection
Personal data are processed in accordance with the relevant EU Regulation and general legislation (GDPR).
The specific agreements forming the Order, constitute confidential information between XANTHIS S.A. and the Customer. As such, they shall not be disclosed to third parties. Similarly, confidential information also includes the technical specifications of the Product and any of its manufacturing processes that come to the Customer’s knowledge (whether in printed, electronic, or unwritten/procedural form), and these too shall not be disclosed to third parties or used in any other activities of the Customer.
14. Force Majeure
XANTHIS S.A. is not liable for any incomplete and/or improper fulfillment of its obligations due to force majeure events. Force majeure means any events or circumstances (whether foreseeable or unforeseeable) beyond the reasonable control of XANTHIS S.A., including but not limited to the following: wars, whether declared or not, war-related events, civil wars and riots, hostilities, public order disturbances, terrorist acts and threats of terrorism, cyberattacks, measures taken by public authorities related to terrorism threats, strikes, lockouts or other labor disputes, epidemics, fires, explosions, force majeure (natural disasters), embargoes, any lawful or unlawful restrictions and actions by any public authority or government, unusually adverse weather conditions, lightning, floods, natural disasters, destruction of machinery, equipment or factories, lack of transportation means or imposition of transport restrictions, or inability of the manufacturer/supplier, for the aforementioned reasons, to timely or at all supply materials, goods or services.
If the contract cannot be fulfilled due to force majeure, the reasonable costs of maintaining and managing the order incurred by XANTHIS S.A. from the manufacturer shall be borne by the Customer.
If the force majeure event continues uninterrupted for six (6) months after the receipt of any notice in accordance with this force majeure clause, either party may terminate the order with one (1) month’s written notice. Any termination due to force majeure shall not affect obligations already performed at the time of notification of termination, nor shall it affect the right of XANTHIS S.A. to receive payment for any amounts due for products or services already provided. In case the product’s manufacturer refunds any amount received from XANTHIS S.A. for the Order due to the termination, XANTHIS S.A. commits to return it to the Customer after offsetting any amounts owed for the reasonable costs of maintaining and managing the Order.
15. Governing Law
In every agreed contract that the present terms are enforced, the Greek Law is to apply, and the Piraeus (Greece) Courts are the competent Courts that any dispute has to be referred to.
16. Communications
All written communications are considered valid and accepted also via e mail, to/from the hereby below declared e mail for XANTHIS SA and to/from the e mail address that the Customer will declare upon its written request for Offer.
17. XANTHIS S.A. Company
Company Name: XANTHIS S.A.
Registered Address: Polydefkous 57-59, Piraeus
VAT Number: 095114885
Telephone: +30 210 4110 306
Email: xsa@xanthis.gr
