Terms and Conditions of Sale
Unless otherwise agreed by the parties and stipulated by the relevant contract, the following Terms and
Conditions of Sale apply to all contracts, present and future, entered into by STG SPREAD THE GOSPEL LTD.
(hereinafter called “STG”) and the Buyer for the sale of all STG Goods and/or services (hereinafter called the
“Goods”). The Buyer acknowledges these Terms and Conditions of Sale by making an order, signing and
returning a pro-forma invoice, or accepting the delivered Product, whichever comes first. STG adamantly rejects
the implementation of any terms and conditions of business that the Buyer has drafted differently.
These Terms and Conditions of Sale may change from time to time without prior notification. The revised Terms
and Conditions are effective going forward and cover all transactions between STG and the Buyer that took place
prior to their revision. These terms and conditions are accepted by the buyer “as is”.
1. Pricing
1.1. Prices are given and listed on the invoice’s face. Prices listed are exclusive of all excise, sales, use,
and other applicable local, state, and federal taxes. Any tax (together with any associated interest or
penalty), whatever named, and imposed with regard to the sold products is the responsibility of the
buyer.
2. Delivery of Goods, Services and their Risk
2.1. Delivery dates of goods may be mentioned on an invoice or other delivery document. Any such dates,
including those mentioned on the invoice, are for estimate purposes only. The delivery shall be
considered performed when the Goods specified in corresponding invoices are dispatched within the
delivery term. If the delivery is delayed due to reasons beyond the responsibility of STG, the delivery
term shall be considered performed when readiness for delivery is notified within the delivery term.
2.2. Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the relevant
term of Incoterms 2020 published by the International Chamber of Commerce currently in force.
2.3. STG may select the carrier, but the carrier shall not be construed as an agent of STG.
2.4. Risk will be passed over to the Buyer as agreed on the relevant Incoterms 2020, or on other terms
agreed by the parties in relevant invoices and/or other related documents made for each separate
delivery of the Goods.
2.5. The Goods could be delivered by any means of transportation, including sea, air or land.
3. Inspection Clause
3.1. Buyer shall inspect and examine all Goods and the packaging immediately upon receipt.
3.2. Buyer shall inspect the Goods, supplied, with respect to their quantity, quality, range of Goods,
condition of inner packaging, and possible damage to the Goods.
3.3. The Buyer shall notify STG in writing, through signing an applicable act and sending it to STG, with a
reference to any noncompliance of the Goods within 3 (three) business days of the date of receipt, if
the Goods or the packaging of such Goods is damaged or defective or if an incorrect quantity of the
Goods is supplied than the quantity provided for in the transportation documents.
3.4. Such acts shall be reasonably detailed and shall specify the discrepancy or reason for rejection.
3.5. Failure to give notices as provided above in the paragraphs (3.1) and (3.2) of this Clause within the
time specified shall be deemed an acceptance of the Goods as of the date of shipment.
4. Warranties
4.1. STG – EXCEPT WHERE THE SOLE PRODUCT MANUFACTURER, MAKES NO WARRANTIES
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF SATISFACTORY
QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE
ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. STG DOES NOT ASSUME
ANY OTHER LIABILITY AND DOES NOT PERMIT ANYONE TO ASSUME LIABILITY FOR IT.
4.2. Any deviations of quality, color, width, weight, equipment or design, which are customary in trade or of
a minor nature and technically inevitable, are excluded from the warranties.
4.3. If Goods are defective or become defective within the manufacturer’s warranty period due to a
production or material defect, STG may choose, at their own discretion, to deliver refurbished or new
Goods, to repair the Goods (“Subsequent performance”) or to issue a credit; all other warranty claims,
in particular all of the Buyer’s or its Buyer’s claims to compensation for consequential damage, shall
initially be excluded. Subsequent performances may be attempted several times.
5. Title Retention
5.1. Notwithstanding delivery, stg shall retain title to all goods delivered (the “reserved goods”) until it has
received payment in full of all sums due in connection with the supply of the goods to the buyer.
5.2. Goods under retention, should always be clearly marked off as such and kept separately from the other
inventory of the Buyer. In the event of any seizure of the Reserved Goods by a third party, the Buyer
shall point out the ownership rights of STG and inform it immediately.
5.3. Buyer shall have the right to process Reserved Goods in the ordinary course of business and sell them
subject to retention of title as long as the Buyer is not in default. No pledge or transfer of ownership by
way of security is allowed.
5.4. Buyer hereby assigns to STG any proceeds (including accounts receivable) derived from selling
reserved goods as security for its obligations hereunder until the entire amount due has been paid and
will execute any document to perfect this assignment that stg requests.
STG may reclaim the goods subject to this retention of title if Buyer fails to make any payments when
they are due. The Buyer shall be required to provide STG with full cooperation in this subject upon
request; otherwise, the Buyer shall be responsible for damages in the amount of Euro 500 per day,
which shall be immediately due and payable. All costs associated with revendication shall be paid for
by the Buyer.
6. Payment Terms
6.1. On the face of the invoice, the terms of payment are specified. All sales are conditioned by receiving
prior clearance from STG’s credit department.
6.2. All bank fees, charges and commissions are paid by the Buyer. Payment will be made without any setoff or suspension on any account whatsoever. No deduction of any cash discount shall be allowed as
long as older due invoices remain unpaid.
6.3. If the Buyer fails to pay the amounts due, interest will be due by the Buyer at a rate of 2% per month on
the outstanding amount, without any notice of default being required. If, after notice of default has been
given, the Buyer still fails to pay its debt, the debt may be placed out of hand in which event, in addition
to the total amount then due, the Buyer will also be bound to pay in full the legal and non-legal
expenses of collection, including the costs of legal aid.
6.4. If at any time the financial condition of Buyer so warrants, or if Buyer fails to make payment(s) when
due, or if Buyer fails to supply requested financial documentation, or defaults in any way, STG may
either alter terms of payment, suspend credit and delay shipment or pursue any remedies available at
law or under this Terms and Conditions of Sale. In such event, STG will be entitled to reimbursement
from Buyer for its reasonable expenses, including attorney’s fees.
6.5. In relation to Services supplied by STG such as but not limited to website development, website
hosting, failure to make payment upon the due date of invoices or contract, will warrant STG to, at its
discretion, terminate or pause the relevant services. In case of such event, a fee of up to EUR 250 will
be invoiced to reinstate the relevant services.
7. Limitation of Liability
7.1. STG’s liability for violations of or damages resulting from goods sold in accordance with this agreement
shall be limited to the remedies outlined in the warranty provisions of these terms and conditions of
sale. STG SHALL IN NO EVENT BE LIABLE FOR BUYER’S COSTS OF PROCUREMENT OR
SUBSTITUTE GOODS, OR FOR BUSINESS INJURY OR DAMAGE, LOSS OF PROFITS,
REVENUES OR GOODWILL, OR LOSS OF DATA. EVEN IF STG HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, STG WILL NEVER BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGE, HOWEVER CAUSED, RESULTING
FROM A BREACH OF WARRANTY, BREACH OF CONTRACT, TERMINATION, NEGLIGENCE, OR
OTHERWISE.
8. Jurisdiction and Applicable Law
8.1. The Agreement will be governed solely by the laws of the Republic of Cyprus, with the exception of
Title Retention situations involving customers located in Germany (in certain situations, German law will
apply). The April 11, 1980 version of the United Nations Convention on Contracts for the International
Sale of Goods shall not be applicable. Any dispute arising out of or connected with this Agreement
shall be decided solely by the Cyprus courts.
8.2. Should any provision in these Terms and Conditions be interpreted in such a manner as to be effective
and valid under applicable law. If any provision of this Terms and Conditions shall nevertheless be held
to be prohibited by and/or invalid under applicable law, such provision shall be limited only to the extent
of such prohibition or invalidity, without affecting the validity and/or enforceability the remainder of such
provision or the remaining provisions of this Terms and Conditions.
9. Fiscal & VAT Regulations
9.1. We hereby confirm that the company will comply with all VAT and/or any Fiscal Regulations both of the
country of registration and of the country of delivery (if different) concerning the trades and the Goods
purchased from STG Spread The Gospel Ltd.
9.2. We further confirm that the company will make all necessary Fiscal and VAT declarations and
applications concerning the Goods purchased from STG Spread The Gospel Ltd., properly and in time,
as required by the EU Law and National Law both of the country of registration and of the country of
the delivery (if different).
10. Sanctions, Embargoes and Other Restrictions
Guided by (1) Council Decision 2014/512/CFSP of 31 July 2014 concerning restrictive measures in view of
Russia’s actions destabilising the situation in Ukraine with the latest amendment, (2) Council Regulation
(EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising
the situation in Ukraine with the latest amendments; (3) Council Regulation (EC) No 765/2006 of 18 May
2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in
the Russian aggression against Ukraine with the latest amendments; (4) Council Decision 2012/642/CFSP of
15 October 2012 concerning restrictive measures in view of the situation in Belarus and the involvement of
Belarus in the Russian aggression against Ukraine with the latest amendments; Based on Notice to
economic operators, importers and exporters (2022/C 145 I/01) of European Commission (hereinafter –
“Notice”); Being bound by the present Terms and Conditions of Sale as a part of the Supply Contract being
in force between them, STG and Buyer herewith declare, confirm, and guarantee the following:
10.1. STG and Buyer guarantee that neither of them ever did, is doing or will be doing any actions, directly or
indirectly, which are in violation of the U.S. Export Administration Regulations; and/or the U.S.
International Traffic in Arms Regulations; and/or applicable U.S. sanctions and embargoes
administered by the U.S. Department of the Treasury; and/or the European Union’s Regulations; and/or
OFAC and/or EU sanctions; and/or applicable controls; and any subsequent re-enactments or
amendments thereof being in force and affecting the Goods. Buyer also guarantees and confirms that
neither Buyer nor its management, shareholders or founders are subject to sanctions applied by any
international institutions and\or the U.S. and\or the European Union. Imposition of sanctions by any
international institutions and\or the U.S. and\or the European Union to Buyer shall be a non-negotiable
ground for an immediate termination of sale of Goods to Buyer by STG unilaterally.
10.2. Where Buyer will work with the Buyer’s suppliers, customers, end-users, and/or other parties, this
entire Clause 12 is applicable to those transactions. In all cases, the Buyer is liable for the actions of
the third parties it engaged with.
10.3. Buyer hereby certifies that all and every product(s) purchased from STG will not be exported, sold, or
transferred in violation of: (a) the U.S. Export Administration Regulations; (b) the U.S. International
Traffic in Arms Regulations (ITAR); (c) applicable U.S. sanctions and embargoes administered by the
U.S. Department of the Treasury; and (d) the European Union’s Regulations and any subsequent reenactments or amendments thereof being in force and affecting the export of the products.
10.4. Without limiting the foregoing, Buyer explicitly agrees and undertakes (i) not to export sanctioned
goods to Russia or Belarus and not to resell the sanctioned goods to any third party business partner
that does not take a commitment not to export the sanctioned goods to Russia or Belarus giving rise to
liability in case the latter re-exports the items to those countries; (ii) not to sell, offer or otherwise
transfer the products that are subject to OFAC and/or EU sanctions and/or applicable controls to
customers located in RUSSIA, BELARUS, CUBA, IRAN, NORTH KOREA, SUDAN, SYRIA or to other
restricted parties, embargoed or sanctioned countries and/or territories, which, restrictions, in particular,
may be found (including but not limited) here: – https://home.treasury.gov/policy-issues/office-of-foreignassets-control-sanctions-programsand-information, – https://www.bis.doc.gov/index.php, –
https://www.sanctionsmap.eu/. Buyer acknowledges that it bears its responsibility to familiarize
promptly with the applicable sanctions and regulations and to run adequate due
diligence measures re its business partners and end-users when and prior entering into the contract
with each of them.
10.5. STG and Buyer certify that they will not transfer, export, or re-export, directly or indirectly to any party
listed by the U.S. Government, and/or EU Council and/or under any other applicable law as prohibited
from receiving products and that we are not on, or under control of anybody on, any such lists.
Updated on 8 August, 2023