General Terms and Conditions of Product Sales

General Terms and Conditions of Product Sales

GENERAL TERMS AND CONDITIONS
OF PRODUCT SALES
Effective as of: [07/07/2020]

INTRODUCTION

The present General Terms and Conditions of Product Sales (hereinafter called: GTC) refer to and are valid for the sales of products ordered from Szelence Képviseleti Korlátolt Felelősségű Társaság (seat: 2600 Vác Csatamező u. 2.; Company No..: 13-09-072260;, VAT No.: 12141300-2-13) - hereinafter called: Szelence Kft.

Szelence Kft. and the Customer may deviate from these General Terms and Conditions, if they put down their agreement in writing. For issues not regulated otherwise in the Order between the parties the provisions of the present General Terms and Conditions shall be applicable.

I. ORDER

1.1 An Order between Szelence Kft. and the Customer is considered to have materialized when an offer made by Szelence Kft. is accepted by the Customer, or the Customer asks for an offer (quotation) and Szelence Kft. makes an offer. An acceptance notice containing terms different from those in the offer, and a confirmation containing terms different from those in the inquiry requesting an offer shall qualify as new offers.

1.2 The minimum information an Order must include are as follows: an accurate description or specifications, quantity, quality of the products to be ordered, the place of performance and the scheduled delivery date.

1.3 With the Order being placed the former representations of Szelence Kft regarding the subject- matter of the Order shall become null and void. Unless specifically regulated otherwise in the Order, the customary understandings between the parties regarding their previous business relations, or their established practice or the customary terms widely used by parties concluding similar contracts in the given business branch shall not become part of the contract.

1.4 Szelence Kft. may reject the order or accept it on condition of payment of the purchase price beforehand in full or any other security, if the Customer has any overmature debt towards Szelence Kft., or the Customer's financial situation otherwise justifies any such request.

II. SPECIFICATION

2.1 Szelence Kft guarantees that the products shall comply with the specifications that refer to them, have the properties prescribed in the applicable statutory provisions or explicitly agreed by and between Szelence Kft. and the Customer and, thus, they shall be identical to the sample piece shown to and examined by the Customer. Szelence Kft. shall not, however undertake any liability for the products to be suitable for the purpose for which they are designated by the Customer.
Szelence Kft reserves the right to change the composition or any property of the products following the placement of the Order, presuming that the modification of the statutory provisions prescribe or product safety considerations or an important economic interest of Szelence Kft. so justifies and the modification does not influence the quality of the agreed technical characteristics to a considerable extent.

III. WITDRAWAL

The Customer can withdraw his/her order only inasmuch as the right of withdrawal is stipulated in the Order, or the Customer and Szelence Kft have agreed beforehand relating the reimbursement of the resulting cost and loss.

IV. PRICE

4.1 Prices are to be understood in the currency in which they have been nominated in the Order. The prices figuring in the Order do not include (i) VAT or any tax, charge or due related to the acquisition use or exploitation of the products and (ii) unless specifically agreed to the contrary the freight charge and, (iii) the packaging costs of the products.

4.2 Szelence Kft. reserves the right to unilaterally change the price for the Product during the period between the placement of the Order and its fulfilment, with the Customer being notified in writing if:
(i) a change in the taxes, fees or dues imposed on the production, imports or distribution of the products occurs, (ii) modification of the products necessitated by changes in the statutory provisions takes place (iii) modification in the products is implemented at the request of the Customer (including also the modification of the composition or finish of the products at the request of the Customer) (iv) changes in the costs associated with the manufacture, imports and distribution of the products that could not be foreseen at the time of the conclusion of the contract occur.

V. PAYMENT TERMS

5.1 Payment terms are defined in the Order.

5.2 Unless there is anything in the statutory provisions to the contrary or the parties have made a contrary agreement, the Customer shall issue no certificate of performance. Szelence Kft. shall be entitled and obliged to invoice the product delivered also without a certificate of performance and the Customer shall pay against the invoice the purchase price for the products without any such certificate.

5.3 Customer shall pay the purchase price for the products in the manner and by the term as set down in the Order.
If the Customer is in payment arrear, then Szelence Kft shall be entitled:

  • to withdraw from the Order and take back the products delivered to the Customer and/or
  • suspend further deliveries to the Customer and/or
  • stipulate for the products not yet delivered but ordered payment before delivery or any other security and ask for additional securities and/or
  • charge a late interest double the prevailing rate of interest published by the National Bank of Hungary (Magyar Nemzeti Bank).

5.4 The Customer is entitled to offset any of the Customer’s debts with any of the Customers claims only if these were either acknowledged by Szelence Kft. or approved by a final court judgement.

VI. DELIVERY TERMS

6.1 The place and term of delivery and the delivery terms shall be defined in the Order.

6.2 Unless the parties stipulate otherwise, the place of performance for the products shall be the business domicile of Szelence Kft at Vác, and the risks related to the products shall pass over onto the Customer upon handing over the products.

If the place of performance is other than the Vác business domicile of Szelence Kft. then, unless the parties have agreed otherwise, the freight charges for transporting the products to the place of performance shall be to the account of the Customer and the risks associated with the products shall pass onto the Customer upon handing over the products to the carrier.
Simultaneously with handing the products over to the Customer or the carrier, Szelence Kft. shall hand over the documents as may be mandatory according to law, or under the Contract. Such are, especially, the quality certificate, instructions for use/user's manual, warranty conditions.

6.3 Upon acceptance the Customer shall check the quantity and packaging of products, and if they have any apparent defect. The Customer shall record the Customer's claim for the shortage in quantity and the apparent quality defect as a note on the freight document and notify in writing Szelence Kft immediately or, at the latest, within 3 days after receipt of the products. Failure to do so within this term shall result in forfeiture of the right.

6.4 Szelence Kft. shall thrive to keep the agreed delivery dates. The Customer, however accepts that, except specifically agreed otherwise, the delivery dates are only for information and are determined based on the information available to Szelence Kft. at the time of the placement of the order. Such information, especially are: the free production capacities at that given point of time, general experiences, etc.

Szelence Kft. is entitled to be in a delay of 60 days without any sanction being imposed on it for the delay.

6.5 Szelence Kft. is entitled to perform before the agreed delivery date, i.e., after preliminary notice, it may deliver and hand over to the Customer the product before the agreed delivery date.

6.6 If the products ordered are divisible, then Szelence Kft. is entitled to perform its contractual duties by partial deliveries which must be accepted by the Customer.
If under the Order or according to any statutory provision based on its late or defective delivery or other breach of the contract Szelence Kft would have to pay late penalty or any indemnification, for late or faulty performance or any other breach of the contract, then this shall refer only to the affected part of the divisible service.

6.7 Szelence Kft. shall notify the Customer in writing of the availability of the products for delivery. If the Customer fails to take delivery of the products within 5 days of the notification and does not provide for their transport, either, then Szelence Kft. shall provide for their safe storage with the risks to the account of the Customer and warehousing costs and other costs related to storing also being charged to the latter. Simultaneously, Szelence Kft. shall also have the right to withdraw from the Order and to sell the products to a third person if the delay exceeds 15 days. If the Customer is in delay or if he or she rejects taking over the products, this shall not impede Szelence Kft. in making out its invoice and shall not release the Customer from the obligation to settle it.

VII. LIABILITY, WARRANTY

7.1 Szelence Kft. warrants that the manufacture, imports or distribution of the products are not limited by anyone's copyright or the industrial rights; the products do not infringe any such.

7.2 Szelence Kft. also warrants that the products comply with the product specifications known to the Customer and have all the properties that the relevant statutory provisions prescribe or Szelence Kft and the Customer have agreed upon; the products are identical with the sample shown to and examined by the Customer and are free from all defects in material, manufacturing and assembly.
However, Szelence Kft. undertakes no liability for the products to be suitable for the purpose(s) Customers want to use them for.

7.3 Szelence Kft. undertakes warranty for the products. The warranty period shall last for 12 months from the date of putting the products into operation, which, however, shall not be later than 18 months after the handing over of the product. The contractual warranty shall not affect the rights of the Customer provided by law.

The warranty undertaken shall not include the following defects:

  • wear and tear caused by the proper operation of the products, the replacement of wearing and replaceable parts, and replenishment of the fuel, lubricants and other liquids necessary for the proper operation of the product,
  • defects caused by improper operation including, but not limited, to operating the products under changed manufacturing conditions,
  • defects caused by other parts incorporated into the products or by the instalment of any such parts, or the amendment, processing (assemblage) or other reshaping of the products,
  • defects and damages caused by failing to carry out the maintenance operations recommended by the manufacturer or Szelence kft. or their improper execution or the unprofessional repair of the products (e.g., by not taking into account the contents of the instructions manual, or operation manual, or using inadequate materials).
  • vibration, noises and odours caused by the proper operation of the products,
  • damage caused by external forces (and, especially, water, fire, ice, air pollution, chemicals, lightning, earthquakes) or accidents (and, especially, collusions, breakage),
  • damage caused by third persons.

7.4 The Customer shall notify Szelence kft of the Customer’s claim under warranty in writing, within the shortest time possible under the given premises, but within 5 days, at the latest, of detecting the damage. Failure shall result in forfeiture of the right.

7.5 If a product is defective, the Customer shall fundamentally be entitled to the defective product to be repaired. If repair is impossible, or Szelence Kft. does not undertake it, then the Customer may choose to claim a corresponding discount, or the replacement of the product, if the latter does not entail unreasonably high expenditure for Szelence Kft. compared to the value of the product in perfect condition and the severity of the breach. The Customer can withdraw the Order only inasmuch as the enforcement of his rights under warranty is not possible otherwise.

7.6 Except that the relevant statutory provisions prescribe anything to the contrary, the warranty undertaken by Szelence Kft. shall not be extended by the term of the repair, and the warranty shall not start anew for the parts replaced.

7.7 The liability of Szelence Kft. is always limited to the damage caused to the products. Szelence Kft. rejects all liability for damage to property, injuries caused by the defective product or as a consequence of the interruption of production or as loss of profits or non-pecuniary damage.

7.8 Beyond what it has explicitly undertaken in the present General Contracting Terms, Szelence Kft. excludes and rejects to the fullest extent allowed by law all liabilities resulting from the delivery delays or defects of the products, the failure of the Order, or any other breach.

VIII. TITLE

8.1 Szelence Kft. reserves title to the products until payment of the purchase price in full.

8.2 The Customer is not entitled to resale the products for which the title of Szelence kft. has been reserved, or to use them as security or coverage, establish lien or any other charge upon them.

8.3 In the event that the Customer fails to satisfy the Customer's payment obligation despite of written demand, then Szelence Kft is entitled to cancel the Order and to take back the Product(s) and the Customer to cooperate with him in good faith, allowing, e.g., for Szelence Kft. to enter the Customer's business domicile or plant and the delivery of the product(s) back to Szelence Kft..

8.4 In the event that according to the understanding between the parties the Customer is entitled to reconstruct the products (e.g., to incorporate them in some kind of an assembly or to alter them), then at its option Szelence Kft. can claim payment of the purchase price or with the work of the Customer being paid for, is entitled to cancel the Order and take back the new things produced.

IX. CLOSING PROVISIONS

9.1 In order that the Order could be completed the parties shall act in close cooperation in the skeleton of which they shall inform each other of all circumstances as may hinder or impede contractual performance.

9.2 The parties are not accountable for breaches caused by force major events and, especially, natural disasters, such as earthquakes, fires, epidemics, droughts, floods, hurricanes, lightning), or certain political or social events such as wars, revolutions, resurrections, mass strikes, i.e., events beyond their control.

9.3 The parties shall use the data of contact persons appointed in connection with the Order for sending them notices relevant the Order or, in general, for the fulfilment of the Order. Data control shall take place to the extent and during the period as is necessary for achieving the goal of data control, and shall be restricted to the data necessary for this purpose, e.g., names, mailing and e-mail addresses and telephone numbers of the contact persons. The parties mutually declare that they shall inform of the data control all data subjects concerned still beforehand. The parties shall notify each other, should any change whatsoever occur in the personal data of their contacts. The parties shall finally and irretrievably delete the data of the other party's contact person, if and when the goal and the legal basis for data control shall cease to exist.

9.4 The parties shall consider the data and information they may come in possession of during or in connection with the fulfilment of the Order as trade secrets. Everything that the other party classifies as such shall be trade secrets, and even without any such classification all facts, information, solutions or data that relate to the economic activities of any party shall be deemed as such if the party concerned has a reasonable interest in treating them so. The illegitimate acquisition or use of the above data and information or their disclosure to third parties or the public or making them available for any such purpose shall classify as breach of trade secrets.

9.5 If any of the parties fails to exercise any of that party's rights in connection with the Order it shall not mean a waiver for any such right.

9.6 If the Order is partly or fully invalid or it is or it becomes impossible to fulfil, this shall not affect the validity of the other provisions of the Order and the parties shall use their best efforts to replace the invalid or unenforceable provision by another one, corresponding to the spirit of the Order and the intents of the parties at the time of the Order.

9.7 Szelence Kft can amend the present General Contracting Terms unilaterally, at any time it so pleases.


Szelence Kft.