General terms and conditions
1. Effectiveness of the General Terms and Conditions
- 1. Marey Kft. (company seat: 1054 Budapest, Alkotmány u. 4 5/20; tax number: EU 10866502-2-41, VAT: HU10866502; company registration number: Cg.01-09-264843) is hereinafter referred to as ‘Supplier’ in the present General Terms and Conditions. The term ‘Client’ indicates the natural or legal person that has either submitted or sent one of its orders to the address of the Supplier and shall be the subject of the obligation of the receipt of the goods and the payment of the purchase, irrespective of whether it enters into the transaction for its own account or for the account of another person.
- 2. The General Terms and Conditions apply for all the contracts, future contracts and other contracted services if no further specific agreement is reached between the parties in terms of differences.
- 3. Differences between the characteristics of the goods and the offer, sample, test and pre-delivery are allowed in accordance with the up-to-date version of the applicable European standard and other applicable technical standards and in all the cases when – despite being cautious - differences cannot be avoided during production and the determination of the values.
- 4. The offer of the Supplier is relevant. The Supplier only considers the orders and conditions confirmed by him in writing as valid.
- 5. The contract shall enter into effect if the order is confirmed in writing by the Supplier. The order shall be deemed to have been fulfilled by the delivery if the confirmation is sent after the delivery.
- 6. After the order of the Client and the confirmation of the Supplier a delivery contract is made between the parties according to the Civil Law. The contract shall be created by the confirmation of the order by the Supplier.
- 7. The Client is obliged to check the compatibility of the product purchased from the Supplier and his other materials coming into contact with the product of the Supplier. The Supplier can, without any obligation, provide other data and information concerning the application of the products, but it does not relieve the Client of the obligation of his own research of use and carrying out experiments. The Supplier excludes the liability for compatibility.
2. Complaints and liability in case of bad performance
- 1. The Supplier or his agent shall carry out careful quality checks of the product. When the product is being handed over by the freight forwarder, carrier or from his own transport equipment, the Client is obliged to check the product without delay and take it over on a qualitative basis. The Supplier shall uphold complaints concerning damaged products, quantitative or external deficiencies and the lack of guaranteed external characteristics only if the Client informs the Supplier about these within 3 working days after the handover.
- 2. In case of immediate, justifiable complaints the Supplier shall take back the faulty product or replace it with a quality product or the Client is offered a price discount. The Supplier is entitled to repair the product with regard to the interests of the Client.
- 3. If the Client does not enable the Supplier to assess the deficiencies or he does not provide the Supplier with the given product or test after it was required by Supplier, the Client cannot complain about product deficiencies or bad quality, in this case the Supplier does not regard the complaint as reasonable or he can reject it.
- 4. The liability of the Supplier is limited up to the amount of the non-compliance with the contractual liabilities, but at last up to the value of the faulty consignment, in terms of other damages and claims, especially consequential damages or loss of profit the Supplier is not liable.
- 1. Unless the parties agree otherwise, the prices of the Supplier are to be interpreted at net value on the premises of the Supplier on an EXW Budapest basis and they only include the cost of packaging (in case of selling to Hungarian or EU individuals, and companies without an EU tax identification number the then current VAT is charged).
- 2. If the parties enter into other commercial agreement other than those referred to in terms of handing over the consignment (transportation cost, assumption of risks etc.), it shall be interpreted according to the INCOTERMS agreement of 2010.
- 3. The unforeseen extra costs of the implementation the parties ignored on pricing shall be borne by Client, except if the Supplier is demonstrably and unequivocally responsible for the rising of these.
4. Payment and financial settlement, retention of title
- 1. The payments shall be made by the agreed deadline. The invoiced amount shall be paid into the account of the Supplier, at last when it is due. In case of the first order the Supplier delivers after advance payment, after the second order the delivery takes place according to individual agreements.
- 2. The invoiced amount does not include the bank charges arising from the settlement of the invoice. In case of payment by bank transfer the bank charges and other costs incurred are borne by the Client.
- 3. In case of late payment the Client is obliged to pay interest for the calendar days during the payment delay. The rate of such interest is the prime lending rate according to the company seat of the Supplier plus 5%, applied to the whole late amount. The Supplier reserves the right to implement further compensation. In case of non-payment of the Client all the costs arising from claims management (fees of lawyers and collection agencies, levies, other legal fees) are borne by the Client.
- 4. Until the full settlement of the payment the goods shall belong to the Supplier. If the Client delays the payment, the Supplier is entitled to re-transport the product with setting an appropriate deadline. Taking back goods by itself does not mean withdrawal from the contract.
- 5. The Supplier is entitled in every case to ask for advance payment or other financial guarantees in connection with its ongoing delivery. The above-mentioned claims of the Supplier can be satisfied by the Client with payment or the provision of other guarantees adjusted to the purchase price.
- 6. The Client shall take over the ordered goods from the Supplier, at last within 15 days after the indication of the Supplier. If the Client does not take over the ordered goods that were purchased by the Supplier within 15 days, the Supplier is entitled to invoice the full price of the goods to the Client on the 15th day after the indication. From this day the Client is obliged to pay the storage fee to the Supplier in terms of the goods not taken over.
5. Delivery dates
- 1. The delivery deadlines and dates shall be considered to have been met if the subject of the contract has left the warehouse of the Supplier or the loading point until the expiry date. For delays due to freight forwarders or courier services, the Supplier shall take no responsibility.
- 2. The maximum amount of the claims the Client is paid after late or non-performance is at last 10% of the value of the contract, provided that serious negligence has been committed by the Supplier.
- 3. In case of delivery from the warehouse, the delivery deadline is 3 working days which starts when all the conditions necessary for delivery are available and the payment for the goods has been transferred into the bank account of the Supplier.
- 4. The delivery deadlines shall be extended in case of force majeure, appropriate to the size of the obstacle if the events demonstrably and significantly affect the production and delivery of goods, even when these circumstances occurred at the subcontractors of the Supplier.
- The occurrence of the above-mentioned circumstances excludes the liability of the Supplier.
- The Supplier shall inform the Client about the occurrence of the obstructive circumstances immediately.
- 1. The Supplier shall deliver the ordered goods in the quality according to the regulations of the then up-to-date EU standard, in the absence of these in the quality complying with the regulations of the production standards.
- 2. The Supplier shall deliver the goods in a packaged form and invoice the packaging material at cost price. The Supplier shall only pay the environmental product charges after the packaging material of the product he sells, Client shall pay the charges for the product.
- 3. Unless otherwise agreed by the parties, the risk is passed to the Client when the goods are handed over to the freight forwarder or the carrier, but at last when the product has left the warehouse of the Supplier
- 4. With the notification of the Client, the Supplier reserves the right to deviate from the ordered amount by +/– 10%, depending on the production and packaging of the goods.
- 5. The Supplier reserves the right of pre-delivery. Unless otherwise agreed by the parties, the Supplier is entitled to partial delivery at his discretion.
- 6. The delivery is based on the sample tested by the Client, or the description and technical drawing of the product. The responsibility lies with the Client if he does not order the appropriate product in the absence of these, without knowing or testing them. The Client is not entitled to make a complaint in the event of delivery after samples or sent drawings. In case of sent samples or drawings, the Supplier delivers in accordance with samples/drawings approved by the Client. It shall be considered as Client’s approval if the Supplier has confirmed the order and the Client have got to know and accepted its conditions.
- 7. The Supplier shall provide the Client with a free product sample. With the notification of the Client, the Supplier is entitled to define/restrict the number of free product samples individually, at his own discretion. If the Client has already requested a free sample from the given product in the event of a previous order, in case of any subsequent orders the Supplier shall provide requested samples from the same product at 1 piece/unit price.
7. Industrial property right
- 1. The Supplier retains its title and industrial property right concerning quotations, plans, descriptions and other documents, they can only be made available for a third person with the prior consent of the Supplier.
- 2. If the goods were delivered by the Supplier according to the documentation provided by the Client, the Client is responsible for preventing the violation of the industrial property right of any third persons. If the production or delivery of these products are disabled or canceled with reference to the patent rights of a third person, the Supplier is entitled – without being obliged to examine the legal situation – to stop every further action and claim compensation at the expense of the Client. The Client also undertakes to relieve the Supplier of any subsequent claims of third persons.
8. Final provisions
- In the event of a legal dispute between the Supplier and the Client, the provisions of the Hungarian Civil Code shall prevail. The competent court is the court having jurisdiction where the company seat of the Supplier is located.
Signed at Budapest on 17 August 2017 Marey Ltd.