Purchase Process

LIST OF TERMS FOR THE SALE OF PROPERTY AND CHATTEL

NATIONAL BANK OF GREECE SA organizes public sales (auctions) of real estate, machinery and merchandise (hereinafter chattel) in its ownership, by means of sealed bids, as published in the Press and on the Bank’s website. These public announcements shall include the date and time of auctions and the minimum sale price (reserve price) for each property or chattel (group or quantity of machinery and/or merchandise).

To participate in an auction of the Bank’s property or chattel, potential bidders should take into consideration the following:

1. On the date and time that the auction is held, bidders, having examined the actual and planning (in the case of real estate) status of the lots for auction and having decided that the lots for auction are appropriate for their purposes, should submit their bids to the competent auction Committee in a sealed envelope. The sealed envelopes are submitted by the bidders, as above, either in person or by their legally authorized representative.

Before the delivery of bids, bidders shall deposit with the auction Committee a sum equal to 10% of the reserve (i.e. minimum bid) price in the form of a Bank Guarantee issued by another Bank or Banker’s draft to the order of NATIONAL BANK OF GREECE S.A., or cash (in accordance with the restrictions set by Monetary and Tax Authorities) guaranteeing participation in the auction and, if the applicant is eventually declared the highest bidder, observance of the terms of sale.

2. Every sealed envelope should contain only one bid concerning only one real property item or lot/quantity of machinery or merchandise. In the event that the auction concerns a factory, as a unit, together with the facilities and the chattel inside these facilities, the sealed envelope should contain a single bid with a breakdown of the prices offered for the real property and the chattel.

3. Every sealed bid shall be submitted in a sealed non-transparent envelope and shall include:

  • The bidder’s particulars, i.e. name and surname (in the case of individuals) or full company name (in the case of legal entities), address, telephone and ID number or TIN, as the case may be.
  • The specific property or chattel related to the bid.
  • The price offered.
  • The bidders’ declaration that they have been notified of the terms set out in the present List of Terms herein, and that they unreservedly accept them.
  • Bidder’s signature.
  • Date.

3a.   Bids should not include terms, conditions or vague expressions that give rise to uncertainty as to the amount or the method of payment of the offered price or other issues related to the sale.

4. To participate in an auction, the potential bidder must present official ID or other legally equivalent documents.

5. Submission of bids on behalf of third parties is possible, provided that the natural person or the legal entity, whether existing or to be established, to whom the property or chattel will be transferred in the event that they win the bidding process, is declared in the bid. This declaration may also be submitted at the commencement of the auction procedure.

If a declaration is submitted on behalf of a legal entity to be established, the declaration must also specify the natural or legal person in whose name the transaction will be made if the entity to be established has not actually become an official legal entity by the date of signing the sale agreement.

Ex-post modification of these terms is possible only if the highest bidder, as per the above, participates in the purchase by at least 50%, or the final buyer is a member of his family (spouse, child, parent), or the purchase is effected by virtue of a leasing agreement concluded with Ethniki Leasing SA or another company.

6. The auction Committee collects and opens the sealed bids, which are initialled by all present, in front of the bidders and then announces who the highest bidder is.

7. In the event that there is a tie for the highest bid, the auction shall continue on an open basis (with written bids), between the tying parties, until the highest bid is reached.

8. The eventual winning bidder shall, before finalization of the auction process (which occurs upon delivery to the competent Bank department of the relevant guarantee), adjust – if necessary – the guarantee previously submitted to 10% of the amount of his bid, supplementing the amount with cash (in accordance with the restrictions set by Monetary and Tax Authorities) or with a Bank Guarantee issued by another bank or with a Special Order issued by our Bank, to secure observance of the terms of sale, but in no event shall this mean that the property or chattel is conclusively awarded. Along with such guarantee, the highest bidder shall also sign a bid declaration that includes the method of payment.

9. Should the highest bidder fail to deposit the guarantee, he shall be deemed to have forfeited his interest in buying the property or chattel.

10. When the aforesaid process has been completed, the file concerning the sale of the properties or chattel shall be forwarded to the Bank’s competent Bodies, who will decide whether to confirm and approve the outcome of the auction. Thereafter, the Bank’s decision will be communicated forthwith to the highest bidder in a letter sent by registered mail, which shall constitute approval of the sale effective as of the date of the letter, and specify the date by which the transfer contract shall be signed.

11. The drawing up of the sale contract, to be signed by the specified deadline, which shall be no more than sixty days, shall be assigned to a notary public selected by the Bank.

12. The total expenses of each sale, i.e. notarial fees, taxes, duties, and transfer, packaging, and safekeeping expenses, as well as any other tax or duty, shall be borne by the buyer.

13. Payment of the sale price of the property or chattel shall be fully effected, in principle, on the date the sale contract is signed (either by a Banker’s Draft or in cash, in accordance with the restrictions set by Monetary and Tax Authorities). It may also be made in the following ways:

a. By deferred payment:

Payment of at least 40% of the total sale price of each property (either by means of a Banker’s Draft or in cash, in accordance with the restrictions set by Monetary and Tax Authorities), and payment of the remaining amount within six years, in equal annual, semi-annual, quarterly or monthly instalments (as regards payment of the principal). Interest on the part of the payment to be made in instalments is calculated on the basis, each time, of the credited amount outstanding, at a floating interest rate, until full repayment is effected. The said floating interest rate will be that which, on the date the sale contract is signed, is applied by NBG to fixed asset loans, in respect of industrial property, hotels and machinery, or mortgages, in respect of sales of other real estate. In this case, the Bank shall retain, as security, ownership and possession of the property sold until full payment has been effected by the buyer.

b. By the proceeds of a loan, for up to 75% of the sale price, whether:

  • Granted by NBG, under the terms and conditions governing such type of loans, in which case the real estate concerned shall be transferred under a condition subsequent (without retaining ownership and possession) instead of a condition precedent as applicable in other cases, thereby enabling the registration of liens in favour of the Bank in security of the loan so granted, provided however that at least 25% of the sale price shall be paid (either by a Banker’s Draft or in cash, in accordance with  the restrictions set by Monetary and Tax Authorities) at the time of signing the sale contract and that the balance outstanding, plus interest thereon, will be collected within a period not longer than three months. In this case, interest accrued on the outstanding balance for the period from the date of signing the sale contract to collection of the credited price shall be collected concurrently with the outstanding balance of the sale price. If the winning bidder declares that payment shall be effected by means of the proceeds of a housing or business loan, which he intends to obtain from the National Bank of Greece S.A., he shall supply, within a reasonable period of time and in any case before the sale contract is drawn up, a document from the relevant lender confirming the intention to grant the said loan. Otherwise, the winning bidder must effect payment by other means (i.e. cash or deferred payment) for the sale price of the awarded property. In any event, if the condition subsequent is not met, the sale shall be reversed and ownership, possession and tenancy of the property shall revert to the seller, while the amounts already paid shall be forfeited in favour of the seller as a penalty, otherwise as a fee for the use of the property.
  • Or granted by another bank or financial institution, in which case the properties will be sold without retention of ownership and possession, against payment, however, of at least 25% of the sale price in cash (either by a Banker’s Draft or in cash, in accordance with  the restrictions set by Monetary and Tax Authorities) on the date of signing the agreement, and provided that the balance outstanding, plus interest thereon, will be collected within a period not longer than three months. In this case, prompt payment of the outstanding balance shall be secured by a Bank Guarantee issued by another bank for the same amount plus a margin covering our Bank’s claim under the principal and the interest thereon for the entire period of the credit facility. The text of the Bank Guarantee must be approved by the seller beforehand.

c. By means of a leasing agreement concluded with Ethniki Leasing:

If this mode of property transfer is chosen, i.e. via Ethniki Leasing S.A. or some other firm, the bidder shall address the leasing firm ahead of the event, so that the firm can decide, in a timely manner vis-a-vis the property transfer, whether or not to accept the application for a leasing contract.

 

In the event of retention of ownership and possession, the property tax and any other tax or expense imposed on the property by the date of registration of the notarial deed for payment and transfer of ownership shall be borne by the buyer, who shall also have to bear the cost of the duties and fees related to undertaking this liability.

 

Specifically, as regards the Property Tax (PT), the buyer undertakes to pay it to the Bank every year, in the month of June, throughout the period of retention by the Bank of the ownership and possession of the property sold, plus the PT duties and fees related to the undertaking of this liability.

 

The Bank reserves the right of recourse to the buyer in the event that it pays any such tax, duty, or expense

 

14. In the event of non-repayment of the credit facility and reversal of the sale, as provided for in the sale contract, any addition, repair, improvement that may have been made to the property involved shall be to the benefit of the Bank in compensation for the use of the property, and otherwise as a penalty clause, the buyer having no right to compensation for the respective expenses.

 

In the event of late payment of any instalment of the credit facility, in all or in part, such instalment, and the entire balance still outstanding at that time, shall become due and payable as of the first day of default plus interest at the legal default rate applicable from time to time, the Bank being entitled, instead of the aforesaid repudiation, to pursue recovery of such balance and the interest thereon by any type of remedy, including enforcement of the relevant agreement.

 

15. In the case of sale of properties with retention of ownership and possession due to deferred payment, the properties sold shall continue to be insured with insurance companies preferred by the Bank. The annual premiums shall be paid by the buyer until final transfer of ownership and possession of the property.

 

In the event that the insurance risk occurs prior to repayment of the credit facility and the interest thereon, the insurance indemnity shall be collected solely by the Bank and gradually released to the buyer, in line with the progress, following verification, of repairs carried out on damage to the property, up to the total sum of the indemnity.

 

If ownership and possession of the property have been retained as a result of deferred payment, the winning bidder shall be entitled to transfer the occupancy and use thereof to a third party, with or without a consideration, upon the Bank’s prior written consent.

 

16. Up to the time of the award of the sale under term 10 hereof, the Bank is entitled, at its absolute discretion, to cancel the auction, repeat it, or even transfer the property or chattel in any other way whatsoever. If, following the award of the sale, the highest bidder fails to sign the sale contract within the period specified, the Bank is entitled either to insist on the signing of the contract (in which case the highest bidder shall also be required to pay default interest from the date of expiry of such period to the date of signing the contract), or revoke the auction and cancel the sale, though reserving in both cases all its claims against the highest bidder. In the event that the Bank accepts the highest bidder’s request (submitted in writing prior to expiry of the deadline, as specified by the Bank, for signing of the contract) for an extension to the deadline for signing the sale contract, the highest bidder shall also pay interest on the price, at the rate provided for in term 13 hereinabove, from the date of expiry of such period to the date of signing.

 

17. The Bank shall transfer the properties or chattel as are, without having any liability thereto. The bidders declare that they have checked and examined the properties on a material and planning basis (in the case of real property), that the properties are appropriate for the bidders’ purposes, and that the Bank shall bear no liability for any material defect, the buyer waiving all rights arising from any material defect of the properties, especially under Articles 516 and 540 of the Greek Civil Code.

 

18. Should the Bank cancel the auction, the guarantee shall be returned without any interest thereon. If the sale is not effected due to a failure or fault on the part of the depositor of the guarantee, the amount guaranteed shall be forfeited in favour of the Bank.

 

19. Bids for the purchase of factories shall concern either the entire premises of the factory as a single lot (land, buildings, other plant and machinery) or the machinery separately.

 

20. Any duties, taxes due, and other expenses deriving from duty-free imported machinery shall be charged to the buyer.

 

21. In the event of machinery or merchandise sale by means of deferred payment, the part of the price paid in instalments (term 13 hereof) shall be secured by a Bank Guarantee issued by another bank for the same amount plus a margin covering our Bank’s claim under the principal and the interest thereon for the entire period of the credit facility (term 13 hereof).

 

In the event of default payment of any annual, semi-annual, quarterly or monthly instalment (principal plus default-accrued interest) of the aforesaid machinery or merchandise sold by deferred payment, the Bank is entitled to request at its discretion:

  1. either forfeiture of the entire amount of the Bank Guarantee,
  2. or partial forfeiture of the Bank Guarantee for the amount overdue, without prejudice in both cases, (a) and (b), and for any other incidental or consequential loss incurred by the Bank. In case (b) of partial forfeiture it is understood that following partial forfeiture, the Bank Guarantee shall remain effective from time to time for the outstanding amount for which it stands in security, as provided for in the text of the Bank Guarantee.

NATIONAL BANK OF GREECE SA

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