Article 1 – Subject

1 – These General Terms & Conditions of Sale apply to all contracts concluded between the company MATHIOS REFRACTORIES S.A. and all its Subsidiaries and Affiliates companies (hereinafter designated the Supplier) and each of its customers (hereinafter designated the Customer) for the sale of products manufactured and/or commercialised by the Supplier, and for the provision of services, parts, machining of products remitted for that purpose by the Customer to the Supplier. These General Terms & Conditions supersede any earlier terms. They may be subject to changes at a later time.

The Supplier is entitled to remove without notice a product from its tariff or advertising documents, or to modify its characteristics for reasons linked to technical developments or to a modification in its production conditions. However, the Customer will be entitled to cancel its order if the changes made affect characteristics to which it had subordinated its commitment.

The placing of a purchase order implies acceptance without reservation by the Customer of these General Terms & Conditions of Sale. These terms may not be modified by any contrary stipulations that may be included in the Customer’s purchase order or in its general terms of purchase or, as a general rule, in its commercial documents whatever the date the said stipulations may be made, without the express written acceptance of the Supplier.

The Supplier elects domicile at its head office.

Article 2 – Purchase orders

2.1 – The tariffs, catalogues, technical documents, publicity or promotional documents do not constitute an offer. The proposals made by the Supplier will only be valid during the option period indicated when the offer is remitted. Failing acceptance of the offer and the placing of a firm order before the expiry of the option period, the proposals

may always be subject to change.

2.2 – Any purchase order placed by the Customer must be confirmed in writing, and unless explicitly specified on the offer it must reach the Supplier not more than 30 days after the date the proposal was made by the Supplier. It must include all the information required for the correct execution of the order.

2.3 – The Customer’s order is only valid after the Supplier has given its written acceptance. The purchase order then takes effect on the date that the Customer receives this written acceptance. The Supplier does not accept any Customer’s terms adverse to or deviating from these General Terms & Conditions of Sale unless these are expressly agreed upon.

2.4 – The Customer cannot impose on the Supplier the cancellation of a firm order, for any reason whatsoever, and even if the acceptance of the order has not yet been issued by the Supplier.

No cancellation of a purchase order will be taken into account:

if the products have already been shipped;

if manufacturing of the products has already begun;

if a period of 7 days has elapsed since the acknowledgment of receipt of the order was sent out.

If the request to cancel the order made by the Customer reaches the Supplier before the beginning of manufacturing, the Supplier will be fully entitled, in the event that it accepts the request for cancellation, to invoice to the Customer all or part of its expenses relative to the design, tooling, purchase of raw materials, etc. that it has already incurred with a view to executing the order.

If the request to cancel the order made by the Customer reaches the Supplier during manufacturing, the Customer may not refuse the delivery and payment during manufacturing (or of the service being provided), between the placing of the order and the manufacturing (or service) being stopped that may take place subsequent to the request for cancellation. This price may possibly be increased, in the event of partial delivery, to take into account all of the design, tooling or fixed expenses according to the quantity of products effectively manufactured or to the service provided.

2.5 – In accordance with usual practices, a certain difference may exist between the quantities and weights of goods delivered and those stipulated in the purchase order. The difference thus noted may not result in the cancellation of the contract but only in re-invoicing if the difference is negative or in a proportional increase of the prices if it is positive:

Quantities manufactured: the Customer will therefore be bound to accept the delivery of the quantities manufactured for tonnage differences not exceeding more or less

10% or for quantity differences of between one and three parts for small series. Weights and dimensions: the weights and dimensions stipulated in the Supplier’s catalogues and technical data sheets are given as an average theoretical value. The manufacturing tolerances must be taken into account when calculating the theoretical weight of the parts or assemblies.

2.6 – The Supplier’s sales agents outside of Greece are not authorised to make commitments on behalf of the Supplier.

Article 3 – Invoices – Payment – Prices

3.1 – The Supplier’s proposals are established by means of estimates.

The Supplier’s various products and services are payable in cash, unless otherwise accepted in writing in the acceptance of the order issued by the Supplier. In the event of payment by bills of exchange, they must be returned and accepted within one fortnight of their date of sending.

The term of payment with respect to the usual trade references is 30 days after the end of the month of invoicing.

3.2 – The prices are established ex-works, shipping, insurance and packing costs not included.

3.3 – The Supplier’s invoices are always payable at its Head Offices, whatever the mode of delivery or of payment. Any payment made after the date resulting from the General Terms & Conditions of Sale or after the contractual payment date stipulated in the invoice, if this is later than the date stipulated in these General Terms & Conditions of Sale, shall give rise to the invoicing of late payment penalties at a rate equal to one and a half times the statutory rate of interest as from the day following the payment date stipulated in the invoice through to the day on which the Supplier effectively has the payment available on its account.

3.4 – In the event of non payment on the due date, the Supplier shall be entitled either to demand sureties or to cancel the outstanding orders on the order book, without prejudice to any damages that the Supplier may be entitled to claim. Furthermore, all of the receivables shall then become payable by right.

3.5 – Any disputes relative to invoices issued by the company must be notified to it within eight days following their reception by the Customer.

3.6 – If for reasons beyond the control of the Supplier goods ready for shipment remain at the shipping plant available to the Customer beyond the stipulated contractual delivery term, the Supplier shall be entitled to invoice them immediately

and to demand payment under the initially agreed terms. In this case, the goods will be stored at the risk of the Customer subject to the Supplier’s rights to demand removal of the goods.

3.7 – In the event of a change in the Customer’s situation and in particular in the event of the death, incapacity, dissolution or modification of companies, mortgages on its buildings, pledging of its business assets, compulsory liquidation, etc. the Supplier shall be entitled, even after partial execution of an order, to demand sureties or to cancel the orders on the order book in the name of the Customer concerned.

Article 4 – Shipping – Transport

4.1 – It is expressly agreed that the products always travel at the Customer’s risk,
even in the case of carriage-paid transport. In the event of damage, loss or
substitution during shipment, it is the responsibility of the Customer to accomplish all
the formalities to uphold its rights and, if applicable, to obtain indemnification from the

4.2 – When the shipments are made by the Supplier at the request of the Customer,
the Supplier acts in the name and on behalf of the Customer and in no event as
forwarding agent. In the event that, by virtue of a special agreement, the Supplier
should accept to carry out the operations normally performed by a forwarding agent, it
will not be liable for the substitute transport(s) chosen by it. Whatever the capacity in
which the Supplier acts in the framework of this article, its responsibility is expressly
limited to the cost of transport.

4.3 – The indications relative to the price of transport are only given as an indication
and are not guaranteed. Any increase in the transport costs shall be borne by the

4.4 – Unless a stipulation is made contrary to these General Terms & Conditions or to
the acceptance of the order by the Supplier, all the orders and services executed by
the Supplier are governed by the provisions of INCOTERMS 2010.
4.5 – The Customer is responsible for keeping, retrieving, recycling or destroying the

Article 5 – Deliveries

5.1 – Unless otherwise agreed the delivery times indicated in the acceptance of the
order by the Supplier are “Ex Works” or “Free Carrier”.

5.2 – The delivery deadlines are only given as an indication. They therefore cannot
engage the Supplier’s responsibility or give rise to cancellation of the order,
indemnification or damages in the event of lateness for any reason whatsoever. The
risks relative to the product being sold are transferred by right to the Customer from
the time of delivery, even in the absence of full payment of the price.

5.3 – When the subject of the order results in several deliveries, each delivery shall be
considered to be a separate contract: any lateness observed for one delivery may not
result in the cancelling of the outstanding deliveries.

5.4 – The Customer is bound to take delivery of the order at the stipulated dates.
Following formal notice being given to no avail, the Supplier may dispose of the
products, without prejudice to any damages that may be claimed from the Customer.

Article 6 – Acceptance of the deliveries

6.1 – Any claims relative to the quantity or condition of the delivered products must be
submitted to the Supplier for examination within a period of 2 days following the
delivery date.

6.2 – Any claims relative to the quality or conformity to the order of the delivered
products must be submitted within 8 days following the date of delivery for
examination and application, if applicable, of clauses 6.3 and 6.4 hereinafter. After
that date, the products will be deemed to have been accepted.

If the Customer considers that one of the delivered products does not conform to the
specifications such as defined in paragraph 7 hereinafter, it shall only return that
product after the Supplier has given its written acceptance.

6.3 – The Supplier will only accept the return of a non-conforming product (or in the
event that transport is carried out under the responsibility of the Supplier, of a product
damaged by transport) if the following conditions are met:
the precise reason for rejection in writing must be attached to each product;
the Customer must not have made any modification to the product and it must not
have undergone any deterioration for any reason whatsoever (in particular during the
storage, inspection operations, etc.).

6.4 – In the case of a return accepted by the Supplier, the product that is
acknowledged to be non- conform may, as appropriate, be replaced or repaired or be
covered by a credit note for its initial sale value, to the exclusion of any other
indemnification of any nature whatsoever.

6.5 – In the event of products being deteriorated due to transport, the Supplier’s
liability is limited solely to defective packing and to the free replacement of the
damaged products.

6.6 – The provisions of paragraphs 6.2 to 6.4 above do not apply to products that
have been subject to a jointly ascertained acceptance in the Supplier’s plant or for
which the Customer ensures the transport.

Article 7 – Products

7.1 – The Supplier’s products are manufactured with the greatest care, using the best
and highly sophisticated methods. They are however subject to the contingencies
resulting from fortuitous causes and variations in the raw materials. These aspects are
deemed to be known by the Customer.

Consequently, the Supplier is not bound to supply products presenting specifications
different to those indicated in the Supplier’s technical documents and subject to the
usual tolerances in this area or to the tolerances stipulated in the documents.
In the event that the Customer wishes to obtain a product with specifications different
to those given in the Supplier’s technical documents, it must explicitly request this
from the Supplier who reserves the right to accept or refuse such a request, the price
possibly being increased as a consequence. Any other variation, accidental and
foreign to the products’ manufacturing conditions, that is not the responsibility of the
Supplier, affecting the composition, behaviour, consistency or properties of the
products (or of the raw materials used for their manufacture) shall be deemed to be
fortuitous cases and may not engage the Supplier’s responsibility in any way

More generally speaking, the Supplier does not assume responsibility for the risks
affecting the components of products that are the result of a cause foreign to the

7.2 – The specifications and performances indicated in the Supplier’s catalogues and
technical documents are only given for the case of normal utilisation of its products
concerning their implementation, their commissioning and their operation which must
be carried out in accordance with the state of the art and best practices in the area
concerned. The dimension and weight tolerances are those indicated in the Supplier’s
technical documents or, failing that, those usually accepted for the specified type of

7.3 – The Supplier’s services are limited to the supply of a product that conform to its
standards, and exclude any implementation which remains the responsibility of the

It is the responsibility of the Customer to check that the specifications and
performances indicated in the Supplier’s technical documents, catalogues or its other
documents authorise the utilisation of the products for the purpose and under the
conditions that the Customer intends them to be used, or to specifically consult the
Supplier to that effect.

The drawings accompanying the Supplier’s estimate are production drawings subject
to the approval of the Customer: they do not engage the responsibility of the Supplier.
Their acceptance by the Customer means that it considers them to be compatible with
the utilisation it intends to make of the products and releases the Supplier from any

The technical assistance, recommendations, oral or written advice, designs of any
nature requested from the Supplier by the Customer, before, during or after an order
are given free of charge and outside of any contract. In no event may these free
services engage the responsibility of the Supplier.

7.4 – In any event, the warranty covering the products is limited to the free
replacement of products and/or of the service, acknowledged to be defective (subject
to the provisions of these General Terms and Conditions of Sale) and excludes any
other indemnification.

7.5 – Certain of the Supplier’s products present hazards with respect to the safety of
people or of the environment in the event of inappropriate utilisation, storage or

These utilisation precautions are indicated on the Safety Data Sheets established by
the Supplier for each product concerned. In the event that it has not received the
Safety Data Sheets it is the responsibility of the Customer to procure them from the
Supplier’s Sales Department.

Article 8 – Quality System

For certain of its products, the Supplier places a Quality System at the
disposal of the Customer. It is the responsibility of the Customer to ask
the Supplier which products are manufactured according to the
procedures of this Quality System.

8.1 – The goal of the Quality System procedures is to demonstrate the
Supplier’s ability to control processes that are decisive for the
acceptability of the product supplied and to implement means for
preventing any non-conformity during production and installation.
In no event may such a Quality System increase the responsibility of the
Supplier such as it is defined by the provisions of these General Terms &
Conditions relative to it. In particular, the certificate of conformity that may
be issued to the Customer by the Supplier shall not be considered to be an
acceptance report releasing the Customer from its obligations such as
defined in article 6 above.

8.2 – In the event that the Customer requests Quality System provisions
specific to its order, it must submit a detailed expression of requirements
which must be expressly accepted by the Supplier.

8.3 – The Supplier is entitled to refuse to implement such a Quality System:
for products or specifications that do not authorise the application of a
Quality System with the technical resources that the Supplier has at its
disposal at the time of the order being placed.
If the Customer’s expression of requirements does not seem to be
achievable with the technical resources that the Supplier has at its
disposal on the day of the order being placed.

Article 9 – Industrial Property Rights

The orders are executed according to the drawings, models or instructions
of its Customers. If these drawings, models or instructions concern shapes
or processes registered by a third party who is foreign both to the Supplier
and the Customer, the latter shall be deemed to have obtained the
express agreement of the holder of the industrial property rights and the
Supplier may not in any event have its responsibility engaged relative to
the execution of such orders.

The models, drawings, designs, calculations, documents and tools
established or adapted by the Supplier, remitted or sent if applicable, shall
remain fully owned by the Supplier. The Supplier keeps integral ownership
of these documents or objects, which may not be divulged, reproduced or
executed without its prior written authorisation:
Moulds and tools: the work carried out to manufacture the moulds and tools
specially made to execute an order is invoiced to the Customer and they
remain the property of the Supplier.

Article 10 – Force Majeure

Events beyond the control of the Supplier such as forced shutdowns of its
furnaces, accidents that occur on its machines, partial or total strikes
(including strikes taking place at the Supplier’s suppliers), cases of force
majeure such as, in particular, war, fires, unavailability of the means of
transport, procurement difficulties (in particular relative to raw materials)
and more generally all cases of force majeure, release the supplier from
any responsibility for any damage or prejudice that could arise from the
total or partial non- execution of the order in relation with those

The Supplier shall be released from its obligations for any part of the
contract that is not executed on the date that a case of force majeure
occurs, or of any event beyond its control, without it being possible to claim
from it the payment of any indemnification, damages or expenses relative to
that situation and to the non-execution of the contract.

Article 11 – Jurisdiction – Disputes

11.1 – These General Terms & Conditions and the contracts concluded
between the Supplier and the Customer in application of the said General
Terms & Conditions shall be subject to Greek law. However, it is stated that
any international contracts shall be subject to the United Nations
Convention on the international sale of goods contracts in the sense of
Article 11.2 paragraph 2 below. For any subject that is not covered by the
said convention or by these General Terms, the said contracts shall be
subject to Greek law.

11.2 – Any dispute that may arise between the Customer and the Supplier
shall come under the exclusive jurisdiction of the competent courts of
Piraeus, Greece, even if otherwise stipulated in the Customer’s letters or
invoices, likewise in the case of the warranty or of plurality of defendants
being invoked.

In the event that the dispute is of an international nature, either due to the
nationality of one of the parties or due to the place of execution or for any
other reason, the dispute shall be submitted to the arbitration of the
International Chamber of Commerce, in accordance with its Arbitration and
Conciliation Regulations. The seat of arbitration shall be Athens, Greece.
However, the Supplier and the Customer may decide by mutual agreement
to opt for the competent court of the Supplier’s head offices, and the
Supplier when it is the plaintiff will in any event have the possibility οf
submitting the dispute to the competent Courts at the Customer’s domicile.
The language of arbitration, unless explicitly agreed otherwise will be

Article 12 – Title retention clause

The Supplier retains ownership of the delivered products through to full
payment of the price. In this respect, the remittal of bills of exchange or of
any other drafts creating an obligation to pay do not constitute payments in
the sense of this provision.

As the holder of the products, the Customer ensures at its own expense
the keeping, risks and responsibility in all cases, even force majeure.
The Customer therefore personally undertakes, through to complete
payment of the price, not to dispose of the products in any way
whatsoever, either in full ownership, or as security, a pledge,
transformation or by incorporation in an assembly.

On the contrary, the Customer undertakes to keep the products identifiable
at all times as being the property of the Supplier, and to take out the
corresponding insurance to cover the risks on the products through to
complete payment of the price.

In the event that the Customer disposes of products, in any quantity or
number whatsoever, before having paid the complete price, the Supplier
may withdraw the products existing on the Customer’s premises, all sums
owed for the products covered by title retention and resold, becoming
immediately and by right payable without any formality.