1.1 These general terms of delivery and payment shall apply to our contracts, deliveries and other services. The present terms shall not apply to contracts concluded with consumers. The Purchaser’s deviation terms are non-binding for us, even if we do not expressly disagree with them – unless we expressly acknowledge the deviation terms in writing.
1.2 These terms constitute the basis of any future business or delivery, even if no other specific agreement is concluded from it.
2. Offer and contract conclusion
2.1 Our offers are non-binding. Conclusion of a contract and any agreement becomes binding upon our written consent. 2.2 Drawings, technical-, weight-, dimensional- and performance data presented in brochures, catalogues, circulars, advertisements, price lists or appendices pertaining to our offer remain without obligation unless upon acceptance of the order we expressly acknowledge the same.
2.3 Under the point 2.2 we reserve the proprietary rights and copyright to the offer and all its appendices. Without our permission these may neither be disclosed nor copied or used for the purposes of any third party.
2.4 Proposals, alterations, verbal confirmations and amendments related to the present contract are only valid if they have been confirmed by us in writing.
2.5 The performance data involved in the offer or the performance data recorded in the list on obligations and confirmed by us in writing constitute the basis of our services.
3. Delivery dates, late delivery, force majeure and delivery impediments beyond our control
3.1 The delivery date quoted in the offer or in the confirmation of the order is usually non-binding. We try to respect delivery dates for the opportunities, nevertheless, we cannot furnish a guarantee for keeping them. The delivery date becomes binding if it is expressly classified as binding in the offer or upon confirmation of the order.
3.2 The Purchaser is responsible for all late deliveries arising from changes effected by the Purchaser in the original order. It is also valid even if the Purchaser fails to meet his obligations: if he fails to send the data in the agreed form, sends them late or if the data sent is incomplete thus requiring additional work. If production completely stops because of this, we may charge the Purchaser for any additional costs incurred.
3.3 In cases of force majeure and unforeseeable, unexpected impediments beyond our control (raw material shortage, breakdowns, strikes, lack of means of transport, authority intervention or process, energy shortages etc.) (even affecting suppliers) the delivery date is postponed accordingly, if we fail to fulfil our obligations in time for the above-mentioned reasons.
3.4 If the above-mentioned circumstances make delivery absolutely impossible or if it cannot be expected from us, it shall release us from the obligation to fulfil delivery. If the deadline is exceeded by two months, the Purchaser is entitled to terminate the contract. The Purchaser can withdraw from the contract even earlier if further waiting caused by the delay cannot be expected from him.
3.5 If the delivery period is postponed for reasons beyond our control, or if the obligation for delivery has terminated, the Purchaser shall not make claims for damages on the grounds of failure to comply with the contract. We can refer to the above-mentioned circumstances only if an immediate notification is given by us to the Purchaser about them.
4. Prices and payment
4.1 Our prices are net prices. The current statutory value added tax will be added to the set prices. The prices are ex-works, exclusive of costs of delivery, loading and installation, unless other provision is made for them in the offer.
4.2 We reserve the right to refuse bills of exchange and cheques. Once a bill of exchange or a cheque is accepted, it shall be considered as payment on that day and with the amount credited to our bank account. Expenses and eventual losses resultant from conversion of cheques and bills of exchange, such as exchange rate losses are borne by the Purchaser. If a cheque or a bill of exchange is not honoured, any claims on the Purchaser expires.
4.3 If the Purchaser settles the invoice late, we are entitled to charge interest on arrears from the due date, equal to 200% of the central bank base rate. Additionally, we reserve the right to charge the Purchaser with any financing and additional expenses arisen from the delay.
4.3 In case of late payment we are entitled to withhold delivery. The Purchaser is not entitled to withhold or delay payments, unless the given claim is acknowledged by us or is legally binding.
5. Retention of Ownership
5.1 We reserve the right of ownership of all goods delivered by us until paid for in full.
5.2 Within the context of regular business operations, the Purchaser is entitled to resell the goods until he is not in delay of payment. The Purchaser is not entitled to assign the articles to a third party as collateral, mortgage or burden them in any other manner. The Purchaser assigns to us even now his claims and other demands – including his balance claims – from the re-sale, along with the derivative rights. The Purchaser is entitled to collect claims assigned to us. Claims collected in this way shall not form part of his property, the Purchaser is responsible for keeping deposit. The right to collect claims lapses if the Purchaser suspends payment, comes under bankruptcy or liquidation proceedings, or if his property suddenly decreases. In this case, besides making the necessary documents available, the Purchaser is obliged to provide information on the claim assigned to our company and its debtors, as well as also being obliged to inform the debtor of the assignment.
5.3 The Purchaser shall not dispose of claims related to re-sale without our written consent, which also includes collateral and claim assignment.
5.4 We undertake responsibility to transfer or assign the collaterals on the contractor’s request, if the total value of the collateral offered us exceeds the value of our claims by more than 20%.
6. Transfer of risk and acceptance of goods
6.1 Finished goods must be accepted according to the stipulations of the contract. The latter also applies to finished partial services.
6.2 The risk of damage is transferred upon the acceptance of goods. 6.3 If the Purchaser fails to accept the goods on time, he bears the risk of damages from the beginning of the period of delay. The same applies when an agreed assembling is not finished for a reason rising from the Purchaser’s sphere of interests and the unfinished performance is taken over by the Purchaser by mutual consent.
6.4 If acceptance of goods is not necessary, or if it is not compulsory under the contract, the risk of damages shall pass to the Purchaser upon the dispatch of spare parts at the latest, even in cases of partial services or where we have undertaken extra engagements such as bearing delivery-, freight- or installation charges.
6.5 Upon the Purchaser’s request we take out insurance on the shipment at the Purchaser’s expense for theft, breakage, fire, water, delivery or any other possible damages.
7. Warranty and compensation for faulty goods
7.1 We furnish a 6-month guarantee for the quality of planning and implementation from the delivery date. The process is that we exchange or properly repair faulty, unusable components or those demonstrably attributable to poor material quality or faulty implementation as soon as possible, free of charge. The warranty shall not apply to wear-and-tear defects occurred during use or for humidity prevailing on the premises of use, high temperatures, rigours of weather or other similar reasons. Warranty also excludes the lack of proper use, inviolate intervention, overwork or use of inappropriate auxiliary materials and lubricants. Under the regulations of the PTK (Hungarian Civil Code) 306-311§, in case of obvious, visible defects the follow-up claims for compensation, reduction in price or withdrawal from the contract lapse upon the acceptance of the goods, but at the latest when if the Purchaser fails to raise an objection immediately, that is, within 2 weeks after acceptance. Expenses incurred during the follow-up warranty work, in particular freight charges, wages and material costs are borne by us. We are legally entitled to refuse this follow-up work offering price reductions if rectification or exchange of goods would not be feasible.
7.2 We shall undertake exchange of goods instead of rectification. While delivering an exchange commodity, we shall ask the Purchaser for the return of faulty goods under guarantee. If the rectification work is unsuccessful, we shall refuse to deliver the exchange commodity or if we perform after the expected period, the Purchaser shall reduce the compensation. A rectification work is regarded as unsuccessful after three ineffective attempts if there is nothing else concluded from the nature of the article, the defect or other circumstances.
7.3 No objection can be raised against slight, yet acceptable deviations in size or implementation, in particular, in case of follow-up orders, unless an additional agreement has been concluded specifically on sizes and colours. No objection can be raised for technical, modifying rectifications or necessary technical changes unless they have a devaluating impact on the product.
7.4 If the Purchaser requires or provides a certain raw material, we shall not undertake any responsibility for the defects or damages resultant from material quality, if it be found in the elaborated product or the product to be manufactured with it.
7.5 Any warranty claim shall lapse if the Purchaser himself or any third party makes changes on the product without our written consent.
7.6 The Purchaser shall not be compensated for the direct or indirect damages incurred, not in the product itself, if they are attributable to breach of duty, delay, impossibility of performance, breach of positive demand claim, fault in contract conclusion, unlawful act or in cases where damages are attributable not to deliberateness but to gross negligence. The restriction of liability obviously apply to our sub-contractors, agents or other subsidiaries in delivery.
7.7 We shall take responsibility in case we breach important obligations stipulated in the contract or if we assure the Purchaser on certain characteristics of the product but fail to fulfil them, he must then submit a claim for compensation. The restriction of liability shall not apply to damages caused against corporal integrity, health or by a crime, nor in cases stipulated in Act 1993/X on product liability.
8.1 The title of construction drawings, 3D tool data, CAM data, electrodes, technical data and all services rendered in the course of the order and protectable by copyright as well as the relevant copyrights lie with our company. The Purchaser shall receive printed construction drawings. 8.2 Within the framework of a special contract the Purchaser shall acquire a licence right and right of use.
9. Prohibition of set-off, penalty
9.1 The Purchaser shall set off considerations due for the ordered work, provided the claim to be set off is acknowledged by us or is legally binding. Penalty is only acknowledged provided a special written agreement has been concluded from it. No penalty applies to us despite the stipulations of the Purchaser’s general terms of operation. The party intending to assert a penalty claim is obliged to present and prove the required terms. The penalty can be set off against other claims for compensation. Additionally, we reserve the right to prove that the damage is so little that no liability of penalty is due, and to decrease the penalty if the extent of damage gives reason for it.
10. Use of written records
No verbal agreement has been made. Any modification of the present contract must be recorded in writing.
11. Escape clause
In the event of nullification of individual conditions, the remaining, valid conditions will not be affected. The contracting parties are obliged to consent to a new arrangement that is similar in economic content to the greatest possible extent to the former conditions and that would have been accepted if they had known about nullification.
12. Place of jurisdiction, applicable law
12.1 The exclusive place of jurisdiction for any disputes arising between the parties from this contractual relationship is the Arbitration Court attached to the Hungarian Chamber of Commerce and Industry.
12.2 The laws of Hungary excluding international private law shall apply to the contract.