1. DEFINITIONS
   In these conditions:
   “Buyer” means any company, firm or individual from whom the Company receives an order for Goods in accordance with the Sale of Goods Act 1994 L.10(I)/1994 as amended from time to time.
   “Company” means Meslo Limited (company registration number HE 327843) of Vyzantiou 40-42, 1st Floor, Flat/Office 103, Egkomi, 2432 Nicosia, Cyprus;
   “Consumer” means any individual buying Goods for private use and not for use in its business;
   “Contract” means the contract between the Buyer and the Company for the supply of Goods formed in accordance with clause 2;
   “Goods” means the product, materials, equipment and/or services to be supplied by the Company under the Contract, in accordance with Article 2 of the Sale of Goods Act 1994 as amended.;
   “IPRs” means any patent, trade mark, registered design right, copyright and/or any other intellectual property right;
   “Legislation” means the Sale of Goods Act 1994 L.10(I)/1994 as amended from time to time, as well as any other Legal Act, Directive and Regulation in force in the Republic of Cyprus from time to time and their relevant amendments;
   “Losses” means any loss of profit, revenue or goodwill and any costs (including the cost of labour and materials), damages (including to reputation), charges and expenses (including legal expenses) which are incurred directly or indirectly by the Company or the Buyer (as the context so specifies);
   “Specification” means the Buyer’s specific instructions as to the technical qualities and requirements of the Goods;
   “in Writing/Written” means any communication made in writing, including fax or email.
   Words importing the singular number will include the plural and vice versa; words importing the masculine will include the feminine and neuter and vice versa; words importing persons will include bodies corporate, unincorporated associations and partnerships; and the word ‘including’ will be deemed to be followed by the words ‘without limitation’.
2. THE CONTRACT
   The Buyer’s order will be deemed to be an offer to buy Goods subject to these conditions. The Company is not bound to supply such Goods, and the Contract is not formed, unless and until the Company has acknowledged the order in Writing, such acknowledgement being deemed to be an acceptance of the Buyer’s offer, subject to these conditions. The Contract will consist of these conditions and the Written acknowledgement specified above. Any terms and conditions of the Buyer are rejected and superseded by these conditions, whether or not the Company has notice of them. No variation of the Contract will be valid or binding unless it is made in Writing and signed by the Company. The Company reserves the right to charge an administration fee for any amendments to the Contract requested by the Buyer after the Contract has been acknowledged in Writing.
3. IPRS AND THE SPECIFICATION
   If the Buyer provides a Specification, it does so with the warranty that nothing in the Specification infringes the IPRs of anyone, and the Buyer will indemnify the Company in full for any Losses arising due to a breach of this warranty. The Company will not be liable for any Losses of the Buyer arising from the inadequacy of Goods made in compliance with a Specification.
   Any technical or other advice that the Company may have given to the Buyer was provided in good faith for information only, and the Company will not be liable for any Losses arising as a result of this advice. The Company reserves the right to amend the Specification to ensure that the Goods comply with applicable laws and regulations. All IPRs that are created pursuant to the carrying out of the Contract by the Company belong solely to the Company and the Buyer will have no rights in respect of such IPRs. The Buyer will indemnify the Company in full for any Losses due to the unauthorised use of the Company’s IPRs.
4. PRICES
   Unless fixed prices have been agreed in Writing, all prices are subject to alteration prior to dispatch of the Goods. Any quotation, tender price or price list that has been communicated by the Company prior to conclusion of the Contract is for information only. Unless otherwise agreed in Writing, all prices are net of delivery charges, VAT, customs charges and any other applicable taxes and charges, which will be notified to the Buyer at the time of payment (if known) and added to the total price payable. All consular and bank charges, import and customs duties and taxes that arise from, or by virtue of, the Contract must be paid by the Buyer. The Company reserves the right to amend any agreed prices in the event of an obvious mistake or clerical or typographical error.
5. PAYMENT
   Unless otherwise agreed in Writing, all accounts are payable upon request by the Company. All invoices must be paid in the currency specified on the invoice. The Company further reserves its right to request that a payment for any order is made in advance. At its discretion, the Company may agree a credit limit with the Buyer. Where such a limit has been exceeded, the Company may request the payment of all outstanding invoices before releasing further shipments. Such payments will be a condition precedent to any further deliveries.
   Further, at its discretion, the Company may keep an account for any customer wherein, payments (as requested by the Company) will be credited and orders will be charged accordingly.
   For overseas orders, the Company may (at its discretion) request payment via letter of credit established in favour of the Company at the time of the Buyer’s order. Such a letter must be confirmed and advised via a licensed Banking Institution acceptable to the Company and maintained valid for cash drawing against presentation of the Company’s invoice(s) until the final contract payment, but in any case, for at least 3 months after completion of the Contract (to be arranged by the Buyer upon request). In such circumstances, the letter of credit will be a condition precedent to the acceptance of the order and the formation of the Contract.
   Where the Buyer fails to pay any sum payable under this Contract when due, the Company reserves the right to:
   (a) re-allocate the Goods;
   (b) cancel the order; and/or
   (c) charge interest at the rate at 9% from the due date until full payment is received. No claim by the Buyer will entitle it to any deduction, retention or withholding of any part of the sums due under this Contract and the Buyer is not entitled to any set-off within or between contracts with the Company.
6. DELIVERY
   The Company dispatches its Goods via various methods. If the Buyer is located within the Republic of Cyprus, the Goods will be dispatched, at the Company’s risk, direct to the Buyer’s nominated address unless otherwise agreed. In all other cases, the method of despatch will be notified to the Buyer by reference to the appropriate Incoterm®. The Buyer has no right to request that the Company engages a particular carrier or takes out a particular insurance policy. If the Buyer objects to the Company’s proposed carrier or insurer, it has the right to arrange for collection of the Goods itself on notice to the Company. The Company reserves the right to charge a storage fee if the Buyer fails to collect the Goods within 5 days of the Company’s notification that they are ready for transport. Where the Buyer is located within the Republic of Cyprus, the Goods will be deemed delivered when they are unloaded at the delivery address nominated by the Buyer, unless the Goods are to be collected by the Buyer, in which case delivery is effective when the Goods are loaded onto the Buyer’s carrier. In all other cases, the Goods will be delivered in accordance with the applicable Incoterm®. The Company will not be liable for any Losses incurred by the Buyer where the Buyer has arranged for the transport of the Goods. Where the Goods are transported at the Company’s risk and suffer loss or damage, the Buyer must inform both the Company and its carrier in Writing of the Losses it has incurred within 4 days of delivery. If, due to the Buyer’s failure to notify the Company in this way, the Company is prevented from claiming against its carrier, the Company will not be liable for the Losses of the Buyer and the Buyer will pay the full price for the Goods as detailed in the invoice. The Company reserves the right to deliver the Goods by instalments. In such event, each instalment is a separate Contract, provided that further deliveries may be withheld at the Company’s discretion until full payment for earlier Goods is received.
7. TIME FOR DELIVERY
   Goods are sold subject to availability. Thus, in accordance with Legislation, all dates quoted for delivery are estimates only and are not conditions of sale. No claim will be made by the Buyer, nor will the Buyer refuse to accept delivery of the Goods, on the grounds of the Company’s failure to deliver the Goods on any particular date(s). Without prejudice to the foregoing, where the Buyer is located within the Republic of Cyprus, delivery will be without undue delay, unless the Buyer orders made-to-order or bespoke Goods, which will be delivered as soon as reasonably possible. Further the delivery time indicated and/or expected may be extended by the Company depending on availability of products and/or materials
8. QUANTITY ORDERED AND DELIVERED
   Goods can only be supplied in the quantities specified in the Company price lists, or in multiples thereof. The Company will endeavour to produce and deliver the quantity of Goods ordered, but every Contract is subject to the margins of tolerances customary in the trade. The Company will not be liable for any Losses of the Buyer due to missing Goods where the delivery is otherwise within the tolerances mentioned above, and the Buyer has no right to refuse to accept delivery of the Goods in such circumstances. Where the Buyer has incurred Losses due to missing Goods beyond the tolerances mentioned, the Company will not be liable for such Losses unless the Buyer informs the Company of the Losses within 4 days of delivery of the Goods.
9. PACKAGING
   Prices include the cost of the Company’s normal packaging unless stated otherwise in Writing. The Buyer may request additional or different packaging and will pay the Company the difference in price between the packaging. The Company will not be liable for any Losses of the Buyer that arise due to the failure or inadequacy of the Buyer’s packaging. Further, the Company reserves its right at all times, to include in Prices additional packaging costs, if such costs are actually incurred by the Company. Such additional pricing will be communicated to the Buyer in writing.
10. NON-ACCEPTANCE OF DELIVERY
    If the Buyer refuses or fails to take or accept delivery of the Goods without proper cause, the Company’s invoice will nevertheless be payable as if delivery had taken place. In the event of a non-acceptance of delivery, the Company may, at its option:
    (a) terminate the Contract with immediate effect and claim damages;
    (b) dispose of the Goods as the Company may determine and recover any Losses incurred in doing so from the Buyer; and/or
    (c) charge the Buyer a storage fee for the storage of the Goods until delivery can be attempted again.
    The Company will not be liable for any Losses of the Buyer that arise due a failed delivery attempt, nor for any Losses of the Buyer that arise between delivery attempts.
11. PASSING OF RISK AND TITLE
    The risk in the Goods will pass to the Buyer upon delivery in accordance with clause 6. The title in the Goods will pass to the Buyer upon receipt by the Company of full payment for the Goods and any other monies owing to the Company. Until title in the Goods has passed in accordance with clause 11., the Buyer will:
    (a) hold the Goods as bailee of the Company and in a fiduciary capacity;
    (b) insure the Goods against loss or damage by normal risks and, in the event of loss or damage, account to the Company for the proceeds of insurance to the value of the Buyer’s total indebtedness to the Company;
    (c) not sell, dispose of, process or use the Goods except with the Written consent of the Company, which will be granted on the conditions that any proceeds of sale of the Goods are not mingled with any other monies, are kept in a separate bank account and are otherwise identifiable as the Company’s money;
    (d) store the Goods separately from other goods in its possession so as to be clearly identifiable as the Company’s Goods. In the event that the Buyer breaches any of its obligations in this Contract, or any other agreement with the Company, the Company reserves the right to repossess any and/or all of the Goods, or the proceeds of sale of the Goods (as the case may be), to which it has retained title and resell them for the purpose of satisfying the total indebtedness of the Buyer to the Company, and the Buyer grants the Company an irrevocable and unrestricted licence to enter onto its premises to exercise this right.
12. CANCELLATION
    If the Buyer is a Consumer and wants to cancel the Contract, it must:
    (a) do so at any time within 4 days of delivery of the relevant Goods – cancellations made after 4 days will not be accepted;
    (b) promptly contact the Company’s Customer Service team by emailing info@meslo.com and stating its desire to cancel the Contract and quoting the relevant order number and delivery address;
    (c) return all of the Goods delivered to it under the Contract unused, and at its own cost, to the Company; and
    (d) take reasonable care of all the Goods in its possession until they are delivered to the Company.
    If the above conditions have been complied with, the Company will issue a credit note for the full amount of the Contract once the Goods have been received, unless the Buyer has failed to take reasonable care of the Goods, in which case a partial refund will be issued. After dispatch of the Goods outside of the Republic of Cyprus is made the Company may (at its discretion) not accept any cancellation of the Contract. Any cancellation that is accepted by the Company will be subject to such terms as the Company may specify. The cancellation rights detailed in this clause 12 are not available where the Contract concerns made-to-order or bespoke Goods, or Goods with a specified shelf life. In such case cancelation rights do not exist.
    Cancellation rights will not apply to non – Consumers, Legal Entities or Natural Persons acting in their professional capacity and in any case will not apply once the Goods are ready for delivery by the Company.
13. WARRANTY AND RETURNS
    The Company is under a legal duty to supply Goods that conform with the Contract. Therefore, the Company provides various warranties in respect of the Goods, the details of which are set out on the Company’s website.
    No warranty, condition or representation is given or made as to:
    (a) the quality of the Goods;
    (b) the condition of the Goods;
    (c) the fitness for any particular purpose of the Goods; or
    (d) the compliance with any particular laws and/or regulations other than those of the Republic of Cyprus, or those stated in the Specification (if any), other than as specified in these conditions, and it is the Buyer’s responsibility to determine if the Goods are appropriate for its contemplated use. Any warranty, condition or representation, whether express or implied, by statute, collateral agreement or otherwise in respect of the above elements is expressly excluded by the Company, save that nothing in the Contract will affect the statutory rights of Buyers in accordance with the relevant Legislation, which override any conflicting provisions of the Contract. Subject to clause 13., the Buyer may request to return Goods to the Company for credit for any reason other than under the warranty at any time within 45 days of the date of the Company’s invoice. If it wishes to return Goods, the Buyer should contact info@meslo.com stating its desire to return Goods for credit and specifying the model and serial number of the Good(s) and the invoice number to be credited. No return will be accepted without the approval of the Company. Goods must be returned to the Company’s business address in the original packaging and in a new and unused condition. Where the Buyer has bought the Goods from an authorised distributor of the Company, it should instead return the Goods to, and otherwise liaise with, that distributor and not the Company. Goods must be returned to the Company’s business address in a new and unused condition with a decontamination certificate or the Company will refuse the return. All returns are at the cost and risk of the Buyer. The Company will not collect returned Goods from airports or ports, nor pay any clearance charges or storage charges. The Company reserves the right to charge a re-stocking fee of up to 20% of the price paid for the Good for a return under this clause 13. All credits due for a return will be paid to the original Buyer on the invoice and not to any third party. In the event that Goods are returned for the purposes of effecting a repair outside of the warranty, the Company reserves the right to charge for such a repair. Any such charge must be paid within 6 months of the return, otherwise the Company will dispose of the returned Goods. In the event that the Company receives a returned Good but cannot trace the Buyer who sent it, the Company will dispose of the Good within 6 months of the return, whether or not the Good is under warranty.
14. LIABILITY
    The Company’s total aggregate liability to the Buyer, whether for negligence, breach of contract, misrepresentation or otherwise, will not exceed the total price for the defective Goods under any circumstances. The Company will not, under any circumstances, be liable for any indirect or consequential Losses of the Buyer. In particular, the Company will not be liable for any Losses arising from the failure of the Buyer to ensure that the Goods are fit for its purposes or for Losses arising due to the Goods being improperly used.
    Nothing in this clause 14 will exclude or limit the Company’s liability:
    (a) for death or personal injury caused by its negligence;
    (b) for fraudulent misrepresentation; or
    (c) for any duties owed to Consumers.
15. TERMINATION
    Without prejudice to its other rights or remedies, the Company may terminate the Contract immediately on Written notice if the Buyer:
    (a) becomes bankrupt or insolvent;
    (b) fails to pay any amount falling due under the Contract within 30 days of the due date for payment;
    (c) has a receiver, administrator or equivalent appointed;
    (d) passes a resolution for its winding-up (other than for the purposes of a reconstruction or amalgamation of a solvent business);
    (e) suffers any distress over any of its assets; or
    (f) commits a material breach of the Contract, or any other agreement with the Company.
    Upon termination, all outstanding invoices will become immediately due and all orders that are being processed or delivered under other agreements with the Company will be immediately cancelled without refund.
16. FORCE MAJEURE
    Neither party will be liable for any Losses due to the delay in, or failure of, performance of an obligation in the Contract where that delay or failure is due to an unforeseen event outside the reasonable control of the party affected from such an event. Where a party is affected by such an event, it must inform the other party in Writing as soon as reasonably practicable and, where possible, provide an estimate for the duration of the disruption. Where the disruption lasts, or is estimated to last, for longer than 3 months, either party may terminate the Contract immediately on Written notice without liability to the other party.
17. DISPUTE RESOLUTION
    If the Buyer wishes to complain about the Goods received, or has any other dispute arising under the Contract, it should first contact the Company’s Customer Service team on +357 22 666070, or by emailing info@meslo.com, who will attempt to bring the complaint to a satisfactory resolution. If the Company’s Customer Service team cannot satisfactorily resolve the complaint, they will refer the complaint to a member of the senior management of the Company to attempt to resolve the complaint. If such complaint is not resolved, then the Courts of the Republic of Cyprus, and namely the District Court of Nicosia will have sole jurisdiction over any dispute.
18. GENERAL
    The language of the Contract is English, and any version provided in any other language is for reference only. The Company may assign or sub-contract the Contract, or any part of it, without the consent of the Buyer, but the Buyer may not assign or sub-contract the Contract without the Written consent of the Company. If any part of the Contract is, or becomes, invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions will not in any way be affected or impaired. The Contract will be governed by, and construed in accordance with, the laws of the Republic of Cyprus and the parties agree to submit to the non-exclusive jurisdiction of the courts of the Republic of Cyprus and namely the District Court of Nicosia. Any notice required or permitted to be given by either party to the other under the Contract will be in Writing addressed to that other party at its registered office or principal place of business, or such other address as may at the have been notified to the party giving the notice. No waiver by the Company of any breach of the Contract by the Buyer will be considered as a waiver of any subsequent breach and the Company will not be prejudiced by any forbearance or indulgence granted by it to the Buyer.