Vangel LTD General Terms & Conditions of Sale
The following “General Terms & Conditions of Sale” (the “GTCS”) apply (1) between “VANGEL SINGLE MEMBER LIMITED LIABILITY COMPANY - BEAUTY PRODUCTS MARKETING AND CARE” (18 Aindiniou Street, Kamatero, 13451, Attica, Greece) (“Vangel”) and the entity that buys a Product (the “Buyer”), when Vangel sells a Product directly to the Buyer, and (2) (a) between Vangel and the Buyer and also (b) between Vangel and the entity that sells a Product directly to the Buyer (the “Seller”), when Vangel acts under the capacity of an intermediary for the sale of a Product by the Seller directly to the Buyer.
When Vangel sells a Product, the GTCS shall apply to the Purchase Order to which these GTCS are attached (the Purchase Order, together with the GTCS, the “Sales Agreement”). The Sales Agreement is concluded between Vangel and the Buyer.
In the cases where Vangel acts as an intermediary for the sale of a Product applicable are the provisions of Presidential Decree 219/1991 on commercial agents.
“Product” means a chemical product which appears on any website administered by Vangel (e.g. www.castokby-products.com) (the “Vangel Platform”)
Any other agreement between Vangel and the Buyer and between Vangel and the Seller which conflicts with or differs from the GTCS shall have a binding effect only if specifically agreed upon in writing.
Information and advice
Statements, recommendations or advertising by Vangel (including those appearing on Vangel Platform) and also any information, technical data and advice regarding Product and/or information with reference to the use of Product (e.g. attribute values, including those pertaining to possible applications) furnished or made available by Vangel (e.g. on Vangel Platform) (collectively the “Information”) do not constitute agreed contractual qualities of the Products or contractual foundation of the Sales Agreement and the Buyer confirms that, in entering into the Sales Agreement or a sale agreement with the Seller it has not relied upon any such representation, warranty, statement, undertaking or matter not set out in the GTCS and acknowledges that Vangel shall not have any liability for pre-contract statements, representations, warranties, undertakings or similar. Information is merely attributes, is given for guidance only and and does not represent a representation of properties by Vangel relating to a Product.
When acting as an intermediary for the sale of a Product, Vangel also assumes no obligation or liability in respect of any statements, recommendations, advertising, information, technical data, specifications, specific characteristics, properties, warranties and advice regarding Product and/or information with reference to the use of Product furnished or made available by the Seller to the Buyer and/or by the Seller to Vangel (the “Information by the Seller”), regardless of whether Information by the Seller appears on Vangel Platform or not.
Vangel assumes no obligation or liability in respect of Information and/or Information by the Seller provided or any results obtained.
Buyer shall use Information and Information by the Seller at its own risk. Should Buyer nevertheless be entitled to damages against Vangel, clause 8 of the GTCS shall apply.
Conclusion and content of the Sales Agreement (when Vangel sells a Product)
When Product is sold by Vangel, all orders for Products shall be deemed to be an offer by the Buyer to purchase the Products in accordance with the GTCS. Notwithstanding that Vangel may have given a detailed quotation and/or provided Information to the Buyer with respect to a Product, acceptance of orders shall be at the entire discretion of Vangel. The Buyer agrees that Vangel shall be entitled to accept part only of any order submitted to it by the Buyer.
Once an order placed by the Buyer has been accepted by Vangel or the Seller, as applicable, it cannot be cancelled by the Buyer without the prior written consent of Vangel or the Seller, as applicable.
A Purchase Order is only deemed to have been concluded between Vangel and the Buyer, if and when Vangel confirms the Buyer’s order in writing.
If Buyer has not signed/accepted the Purchase Order, Buyer’s commencement of performance (including ordering, purchasing or taking delivery of Product) shall in all cases constitute Buyer’s unqualified and unconditional acceptance of the Sales Agreement.
Specific characteristics and properties of a Product sold by Vangel are only those expressly identified in the Purchase Order.Delivery and transfer of risk (when Vangel sells a Product)
3.1 Delayed or impossible delivery
If delivery is delayed or proves to be impossible, Vangel’s liability will be regulated by clauses 8 and 3.2 of the GTCS.
3.2 Force Majeure
In addition to any other exception from liability specifically provided for in the Sales Agreement or by Greek law and to the maximum extent permitted by Greek law, either party (Vangel and the Buyer) will not liable for failure to perform any part of the Sales Agreement (except Buyer’s payment obligations) when the failure is due to: fire, flood, strike or other labour dispute, shortage of material, transportation difficulty, accident, war, riot, act of God, insurrection, civil disturbance, act of government or government regulation, failure of computer systems.
3.3 Risk
Unless otherwise stated in the Purchase Order, all Products shall be shipped Ex Works Vangel’s designated shipping point (in accordance with Incoterms 2010). Unless otherwise stated in the Purchase Order, shipping and transport are at the Buyer’s risk and all risk (indicatively including risk of loss, damage and contamination of Product) and liability passes to the Buyer (even for partial deliveries) as soon as Vangel places Product with the person performing the transfer at the shipping point and Product shall be deemed “delivered” at such time. As of delivery of Product the Buyer shall be solely responsible for the Product’s custody and maintenance and assumes all risk and liability, and Vangel shall not be liable to Buyer, for any and all loss or damage to Product or all and any loss or damage caused by Product to persons and/or property and/or the environment. Vangel is not liable in cases where fulfilment of a Product delivery obligation is impossible or cases where there is a delay in the fulfilment of the delivery, if the reasons for the impossibility of fulfilment or for the delay in fulfilment derive from compliance with the Regulation (as defined in clause 9).
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Reservation of title (when Vangel sells a Product)
Vangel reserves full ownership and title to delivered Products until all invoices and all sums due to Vangel in respect of the Products are paid in full and unconditionally to Vangel. Ownership and title in a Product shall transfer to Buyer only upon full payment of the corresponding invoices and sums. Vangel may bring an action for any outstanding payment notwithstanding that property in the Products has not passed to the Buyer. Prior to transfer of title in any Product and at no cost to Vangel and without any obligation on Vangel’s part, Buyer shall act as depositary for Vangel, keeping and storing such Product safe on Vangel’s behalf, separately and identifiable from all other products and goods in its possession and in manner that makes such Product identifiable as property of Vangel. Buyer shall ensure that the said Products are properly maintained in the condition in which they were delivered and shall make good any damage or deterioration to them as directed by Vangel The Buyer is obligated at all time to keep the reserved Products fully and comprehensively insured against all risks in an amount at least equal to their full value from the date of delivery, and to provide evidence of such insurance to Vangel upon request. The Buyer hereby assigns any claim entitlement deriving from the insurance to Vangel. In the event of failure by the Buyer to pay the price in accordance with the Sales Agreement, Vangel shall have the power to resell the Products, such power being in addition to (and not in substitution for) any other power of sale arising from the Sales Agreement or operation of law or implication or otherwise, and may require the Buyer to deliver up the Products at any time for this purpose. The Buyer grants Vangel and its servants, agents and representatives an irrevocable licence at any time without notice to enter upon any premises or land occupied, controlled or owned by the Buyer (or where Vangel reasonably believes the Products are situated) to remove and/or inspect the Products. The Buyer shall provide any assistance reasonably required by Vangel in making use of the licence under this provision, including, without limitation, assisting in locating, separating and removing the Products.
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Prices – Payment terms (when Vangel sells a Product)
Unless otherwise stated in writing, all prices are exclusive of value added tax, insurance charges and other applicable taxes, duties or levies, all of which will be charged by Vangel (when Product is sold by Vangel) and will be payable by the Buyer at the prevailing rate, in addition to the price of the Products. Unless otherwise stated in writing, all prices quoted are ex works and all shipping costs are born by the Buyer, unless otherwise stated in the Purchase Order. Unless otherwise stated in writing, all payments to Vangel shall be made by bank transfer at the Buyer’s cost. Unless specifically agreed otherwise in writing, invoices issued by Vangel shall be paid within thirty (30) calendar days from the date of issue of the relevant invoice. Non-compliance with this agreement regarding payment shall constitute default without further reminder; i.e. upon the expiration of the above agreed time period of the thirty (30) calendar days without full payment (“Buyer’s default”) any relevant claim shall automatically become due and payable. In the event of Buyer’s default, default interest shall be due on the amount due, calculated at the maximum applicable interest rate for interest on arrears in Greece. Vangel reserves the right to claim further damages. All amounts due from the Buyer to Vangel (including without limitation the price payable for the Products) shall be paid by the Buyer in full without any set-off, counterclaim, deduction or withholding. The Buyer shall not be entitled to exercise any lien or any other similar right or claim. In the event of Buyer’s default, the Buyer shall owe to Vangel, as a penalty, an amount equal to 1% of the amount of each overdue invoice for each day of delay, a penalty that is agreed by the parties as reasonable and fair.
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Taxes and duties (when Vangel sells a Product)
All taxes (including without limitation VAT), duties, tariffs, levies, penalties, and other charges imposed by any governmental authority, now or hereafter imposed with respect to the Sales Agreement or the production, processing, manufacture, sale, delivery, transportation, importation, exportation or proceeds of Product hereunder or on remittance of funds in payment for Product shall be paid by Buyer. If paid, or required to by paid by Vangel, Buyer shall reimburse Vangel for such amounts within five (5) business days as of receipt of written notice by Vangel (indicatively including via email).
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Default by or insolvency by the Buyer (when Vangel sells a Product)
In all and any of the following cases and instances occur, i.e.:
- In case of breach of any of the Buyer's obligations under the Sales Agreement including, without limitation, any failure to make any payments due to Vangel (Buyer’s default); and/or
- If the Buyer has been declared bankrupt, or has enter into either (i) an arrangement or composition with its creditors, or (ii) special or other liquidation, or (iii) compulsory management or (iv) restructuring of debts or (v) any other procedure applicable on insolvent creditors, or being deemed unable to pay its debts and having no reasonable prospect of doing so, or otherwise taking or attempting to take the benefit of any applicable statutory provision for the relief of insolvent debtors (including the submission of an application, the issuance of a decision or the giving of any notice by itself or any other person in respect of these circumstances); and/or
- If a resolution has been passed or a petition has been presented to any court for the winding-up and/or the dissolution of the Buyer, a notice of intention to appoint an administrator has been given by the Buyer, its directors, a shareholder or a third party, the Buyer has an administrator and/or receiver has been appointed over the Buyer’s undertaking or part thereof or any of its assets, or documents has been filed with the court for the appointment of an administrator and/or receiver over the Buyer’s undertaking or part thereof, or any proceedings have commenced relating to the insolvency or possible insolvency of the Buyer; and/or
- If the Buyer suspends or ceases, or threatens to suspend or cease, carrying on all or any part of its business or the Buyer’s trading capacity is prohibited temporarily or permanently for any reason whatsoever,
all following shall apply (without prejudice to any other rights or remedies Vangel might have):
- Any outstanding unpaid invoices rendered by Vangel under the Sales Agreement with the Buyer shall become immediately payable by the Buyer; and/or
- Vangel shall be entitled to refuse to make delivery of any further consignment of any Products agreed to be supplied, including cancelling any outstanding delivery or stopping any Products in transit; and/or
- Vangel shall be entitled to terminate the Sales Agreement and/or any other agreement between the Buyer and Vangel, and/or to cancel or suspend (for as long as Vangel deems reasonable) performance of any current or future order or other contract to which the GTCS apply (either in whole or part) by notice in writing to the Buyer; and/or
- Vangel shall be entitled to sell or otherwise dispose of to a third party any Products which are the subject of any order by the Buyer and which have not yet been delivered and Vangel shall be entitled to retain any and all proceeds from the same.
Warranty and liability
8.1 Buyer has the expertise and knowledge in the intended Use
Buyer acknowledges, warranties and agrees that Buyer has the expertise and knowledge in the intended Use (as defined herein below) of Product sold hereunder and any Use of other product or material made therefrom, and Buyer assumes all risk and liability for results obtained by the Use of Product. Buyer acknowledges the hazards associated with the Use of the Product and assumes the responsibility of advising those of its employees, agents, contractors and customers in connection with such Use of the hazards to human health, human or environment safety, whether such Product is used singly or in combination with other substances or in any processes or otherwise.
8.2 Responsibility to inspect
The Buyer has the responsibility, at its sole cost and expense, to inspect Product delivered hereunder immediately upon arrival at destination, even if samples or specimens were set beforehand.
8.3 Approval of Product
When Product is sold by Vangel, the delivery shall be considered “approved” and “accepted” if no notification of alleged defects or alleged shortage is received by Vangel in writing within five (5) calendar days after arrival of the Product at destination. More specifically, within five (5) calendar days after arrival of Product at its destination and before use, handling, unloading, discharge, storage, transportation, disposition, processing, admixture, reaction or other change from the original condition of any part of the Product (except for reasonable test and inspection quantities) (collectively the “Use”), Buyer shall notify Vangel in writing if Product is found defective or short in any respect, including detailed description of the nature and extent of the defect and/or shortage. Buyer acknowledges and agrees that (a) Buyer’s failure to inspect the Product for defects and/or shortages, and/or (b) any Use, and/or (c) Buyer’s failure to provide notice to Vangel of a defect or shortage within the said five (5) calendar days, shall constitute in all respects an unqualified and unconditional acceptance and approval of the Product in accordance with the Sales Agreement and waiver by the Buyer of any all claims with respect thereto (indicatively including all claims for defects, shortages or non-delivery), which shall be deemed to be wholly barred.
8.4 Exclusive remedy
In the event of a valid and timely notified claim by Buyer per clause 8.3 of the GTCS, Vangel, at its sole discretion, shall have the option of (a) repairing or replacing the defective Product or (b) granting Buyer an appropriate price reduction. To the maximum extent permitted by applicable law, the above constitutes Buyer’s exclusive remedy vis-à-vis Vangel for any cause of action under the Sales Agreement, including inter alia for failure to deliver or late delivery. Products subject to a valid and timely notified claim shall not be returned to Vangel or otherwise disposed of without Vangel’s prior written permission.
8.5 Limitation of warranty
The preceding provisions and especially clause 8.4 of the GTCS define the extent of warranty for Products conclusively. In particular, Vangel’s liability, on whatever legal grounds, for any other claims to which Buyer may be entitled because of, or in connection with, defects or shortages in the Products is governed exclusively by clause 8.6 of the GTCS. Except as set forth in this clause 8.5 of the GTCS and to the maximum extent permitted by applicable law, Vangel specifically and explicitly disclaims all other warranties, whether expressed or implied, whether arising by law or otherwise, including without limitation, any warranties of merchantability or fitness of the Product for a particular purpose, condition or quality of the Product, any trade usage of dealing. Any determination of the suitability of the Product for the Use contemplated by Buyer is Buyer’s sole responsibility.
8.6 Limitation of liability
To the maximum extent permitted by applicable law, in no event will Vangel be liable to Buyer and/or Seller, as applicable, for any direct and/or indirect damage, including, without limitation:
- any delays in delivery;
- any loss of profit, anticipated profits, revenue, business opportunities or goodwill suffered or incurred by the Buyer or any third parties;
- any loss of production;
- the cost of substitute goods; and/or
- any business interruption,
whether foreseeable or foreseeable, arising out of the Sales Agreement, regardless of whether the liability is based on breach of contract, tort, contract, strict liability, breach of warranties or otherwise, and even if Vangel has been advised of the possibility of those damages. Additionally, in no event (indicatively including in case of a valid defect or shortage) shall Vangel’s cumulative, total aggregate liability to the Buyer (whether in contract, tort or otherwise) for any loss or damage of whatsoever nature and howsoever caused, arising out of or in connection with the Sales Agreement shall be limited to and in no circumstances shall exceed the price of the Product sold which was the direct cause of the alleged loss, damage or injury. In any event Buyer agrees that the return of the full sales price for that Product sold which was the direct cause of the alleged loss, damage or injury will prevent the foregoing remedies from failing of their essential purpose, and that such remedy is fair and adequate. Vangel shall not be liable for any defect in the Products arising out of: (i) Vangel’s compliance with any instructions, alterations or additions requested or made by the Buyer and/or any specifications supplied and/or approved by the Buyer; (ii) fair wear and tear, willful damage, abnormal working conditions, failure to follow possible Vangel’s instructions regarding the Products and their storage and/or display, misuse, alteration and/or repair of the Products without the Vangel’s prior approval; (iii) the Buyer’s continued Use or sale of defective Products after the defect has become apparent or suspected or should reasonably have been apparent or suspected by the Buyer; or (iv) the acts, omissions or negligence of the Buyer, its associates, employees, agents or subcontractors. Vangel’s liability for slight negligence is excluded. Any personal liability on the part of Vangel’s legal representatives, vicarious agents, employees, directors, employees and officers, deriving from damage caused by slight negligence on their part in excluded. Moreover, any liability in such cases is also subject to limitation in accordance with the aforementioned provisions.
8.7 Indemnification
To the maximum extent permitted by applicable law, Buyer shall defend, indemnify and hold Vangel, its affiliates and their respective directors, employees, officers, agents, stockholders and successors (collectively “Indemnitees”) harmless from and against any and all claims, demands, lawsuits, proceeding, actions, liability claims, penalties, fines, damages, administrative law, judiciary and enforcement actions and orders, expenses (including attorney’s fee and expenses) and cost and liabilities of any kind, character and nature (collectively “Claims”) which may arise for any reason whatsoever, including personal injuries, death, damage to property or to the environment, regardless of whether based on negligence, strict liability, contract, or breach of warranty, arising out of or related to a breach of Buyer’s obligations under the GTCS and/or the Sales Agreement or the sale or Use of Product or material made in whole or in part from Product. Buyer’s duty under the Sales Agreement shall survive (a) the termination, cancellation or expiration of the orders contemplated by the GTCS, and/or (b) the termination, cancellation or expiration of the Sales Agreement, and/or (c) the cessation of any business transaction between Buyer and Vangel, and Buyer’s obligations herein shall remain in full force and effect as necessary for the purposes of compliance with the terms of this clause 8.7.
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Compliance with Legislation
Buyer and Seller, as applicable, shall comply with all applicable laws, treaties, conventions, directives, statutes, ordinances, rules, regulations, orders, judgments, injunctions and decrees of any competent government, administrative, judiciary and enforcement authority (collectively “Authority”) having jurisdiction pertaining to the fulfilment of the Sales Agreement (“Legislation”), including, without limitation, applicable anti-bribery laws, fraudulent acts and/or corrupt practices law, money laundering and tax evasion laws, export control regulations, and economic/ financial sanctions lists and regulation applicable to Product (e.g. related to operations, safety, maintenance, equipment, size and capacity, and pollution prevention). When Vangel sells a Product, if any license, permit or consent of any Authority is required for the acquisition, carriage or Use of Product by the Buyer, Buyer will obtain the same at its expense, and, if necessary, provide evidence of the same to Vangel on request. Failure to do so will entitle Vangel to withhold or delay shipment, but failure to do so will not entitle Buyer to withhold or delay payment of the price thereof. Any expenses or charges incurred by Vangel resulting from such failure will be paid for by Buyer within five (5) calendar days of receipt of Vangel’s written request (including via email). The Buyer and Seller undertake and warrant that the Product will not be sold, supplier or delivered directly or indirectly to any party, person, entity or destination that, at the time of that sale, supply or delivery (a) is included in any official sanctions list (e.g. in the EU Consolidated Financial Sanctions List), and/or (b) is declared an embargoed and/or restricted party, person, entity or destination under applicable Legislation. The Buyer and Seller represent and warrant that they have not been convicted or been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of, or in connection with, the Legislation.
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Confidentiality
The Buyer and Seller shall keep confidential all non-public commercial information of which it becomes aware in connection with the sale of a Product. Such information should be kept confidential at all times by the Buyer and Seller, including a period of two (2) years following the delivery of each Product except where the Buyer or Seller is required to furnish such information to any governmental authority as required by applicable law. In such events, the request for information shall be communicated to Vangel as soon as possible. This confidentiality requirement does not apply to information and documents which are common knowledge or become common knowledge without any violation of the obligations contained in the Sales Agreement or information that is known to the Buyer or Seller at the time of disclosure.
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Industrial and Intellectual Property Rights
Except as may be provided by a separate license, the sale of Product (even if accompanied by documents using e.g. a trademark or trade name) does not convey a license, express or implied, by Vangel to use any element protected by an Industrial and/or Intellectual Property Right (e.g. trademark or trade name), and Buyer or Seller shall not use a trademark or trade name of Vangel in connection with the Product.
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Personal data
Insofar as, for the purposes and needs of the performance of the GTCS and the Sales Agreement Vangel, under the capacity of controller, collects and processes personal data of the Buyer and/or Seller and/or personal data that the Buyer and/or Seller holds under the capacity of controller or processor (e.g. personal data of Buyer’s managers and employees), Vangel undertakes to process such personal data in compliance with applicable data protection regulations, including the EU General Data Protection Regulation 2016/679 (GDPR). For the above-mentioned purposes personal data may be shared by Vangel with other persons to which Vangel has appointed the provision of services relevant to the above-mentioned purposes e.g. IT service providers (e.g. for provision or hosting and ERP services). In such case personal data will be processed by the said recipients. Any possible transfer of personal data outside the European Union for the needs of the above processing purposes will be subject to appropriate and adequate safeguards and conditions to ensure an adequate level of data protection, for instance agreements based on standard contractual clauses approved by the European Commission. For more information on how Vangel protects personal information when transferred outside the European Union or to obtain a copy of the safeguards that Vangel applies to protect personal information when transferred, please email Vangel at [email protected]. Personal data will be retained for as long as it is required to fulfill the above purposes and generally for as long as it is permitted or required by law (e.g. relevant tax regulation). In exceptional cases, e.g. in the case of potential claims and/or litigation resulting from the GTCS or the Sales Agreement, personal data might be retained for a longer period until such claims and/or litigation is ended or time-barred. Under the conditions set forth in the relevant legislation, data subjects may have the right to know, among other things, what personal data Vangel holds about said data subjects and for what purpose, as well as review this information and make corrections if necessary (right of access and right to rectification). Data subjects may also have the right to refuse processing of your data by Vangel, the right to request Vangel to restrict the processing (right to restriction of processing), and the right to ask Vangel to delete said data (right to erasure). Data subjects may also have the right to ask to receive said personal data in a structured, commonly used and machine-readable format, so that your data can be transmitted to another organization (right to data portability). For questions about use of personal data, or in order to for data subjects to exercise any of their rights in relation to their personal data, data subjects can email Vangel at [email protected]. Data subjects can also file a complaint with the competent Data Protection Authority (www.dpa.gr).
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Applicable law and Jurisdiction
The GTCS and the Sales Agreement shall be governed by and construed, enforced and performed under the laws of Greece. Any disputes, controversies or differences which may arise between Vangel and the Buyer in relation to the conclusion, interpretation, implementation, performance or termination of the GTCS and the Sales Agreement shall be subject to the exclusive competence of the Courts of Athens, Greece
Miscellaneous
14.1 Amendment
No amendment, modification or change in the GTCS and/or the Sales Agreement shall be valid unless it is expressed in writing and signed by Vangel, unless explicitly stated otherwise in the GTCS and/or the Agreement.
14.2 Assignment
The GTCS and/or the Sales Agreement shall inure to the benefit of Vangel and its successors and assignees. Vangel may assign or transfer the whole or part its rights or obligations under the GTCS and/or the Sales Agreement to any person, firm or company. The Buyer may not transfer or assign its rights or obligations under the Sales Agreement, unless otherwise is agreed by Vangel in writing.
14.3 Rights of set-off
When Vangel sells a Product, the Buyer shall only be entitled to enforce rights of set-off against Vangel if the counterclaim has been finally judged by competent courts or if uncontested and acknowledged in writing by Vangel.
14.4 Waiver
Failure by Vangel to enforce any of the provisions of the GTCS and/or the Sales Agreement shall not be construed as a waiver by it of its rights hereunder. Any waiver by Vangel of a breach of the GTCS and/or the Sales Agreement shall not constitute a precedent as to any subsequent breach on the part of the Buyer. The remedies provided herein are cumulative and not exclusive of any remedy provided by law.
14.5 Changes to the GTCS
No amendment, modification or change in the GTCS shall be valid unless it is expressed in writing and signed by Vangel, unless explicitly stated otherwise in the Sales Agreement
14.6 Severability
Each of the provisions and separable parts of the GTCS shall be construed as independent and standing on its own. If any one or more of the provisions contained in the GTCS and/or the Sales Agreement shall be or become partially or totally invalid, illegal, or for any reason unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained in the GTCS and/or the Sales Agreement shall not in any way be affected or impaired, and shall remain in full force and effect. Without prejudice to the foregoing, the Vangel and the Buyer shall attempt to substitute any such invalid or unenforceable provision or sub-provision with a valid or enforceable provision, which achieves to the greatest extent possible, the commercial expectations of the parties as at the commencement date of the GTCS and/or the Sales Agreement.
14.7 Relationship of the parties
Nothing in the GTCS and/or the Sales Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Buyer and Vangel or between the Seller and Vangel, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.
14.8 Headings
The paragraph headings are included for convenience of reference only and shall not be used to construe or interpret the GTCS and the Sales Agreement.
14.9 Notice
Any notice herein required or permitted to be given shall be in writing and in the English language.