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General Terms and Conditions

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InduComp Kft. (2890 Tata, Molnár utca 5.)
As Principal/Purchaser

1. Effect of the general terms and conditions
1.1. Present general terms and conditions (“G&C”) shall be applicable as terms and conditions to all and any offers (and performances) issued to or by the Principal /Purchaser/ and also to all and any contracts concluded by the Purchaser after the G&C is entering into effect. The present G&C shall not be considered as part of the contracts concluded by and between the Principal and the Supplier (hereinafter jointly referred to as Contracting parties or Parties) only in case the Contracting parties expressly agree on such disclosure in written form in the contract concluded between them.
1.2. The unilateral contracting conditions of the Supplier (e.g. the General Terms and Conditions of the Supplier) shall not be deemed as part of the contract with the Principal even if the Principal does not object to them.
1.3. The Purchaser shall be entitled to unilaterally modify the present G&C, in such case the Purchaser shall send the modified G&C 15 calendar days prior to entering into effect to those Suppliers /Clients/ that are deemed long-term contractual partners. Such modified G&C shall not affect the already concluded contracts.

2. Offer
2.1. A written proposal for contracting shall be considered as offer if it is adequately defined and indicates the intention of the tenderer that in case of accepting the offer it considers itself to be in an obligation. The offer shall be considered as defined if it contains the delivery period, the price the definition, and quantity of the goods unambiguously.
2.2. The offer shall enter into effect by the registered delivery to the addressee. Commencing from such time the tenderer is obliged to undertake the commitments of its offer.
2.3. The offer may be revoked until the contract has not been concluded, upon the condition if such revocation is delivered to the addressee prior to the consignment of the declaration on acceptance. The offer shall lose effect by the delivery of the declaration of refusal to the tenderer or when the addressee sends a counter offer or accepts the offer as amended and restated.
2.4. The offer shall be considered accepted if the addressee of the offer issues such a written declaration thereon, which enters into effect by the delivery to the tenderer.
2.5. Should the answer on the offer contain amendments, restrictions or other modifications it shall be deemed as a new offer.

3. Entering into a contract, object of the contract
3.1. A contract is to be considered concluded between the Parties by the acceptance of the offer whereas in case of a framework agreement by accepting (confirming) the order based thereupon.
3.2. The object of the contract is to be defined by the designation, serial number, quantity of the goods and by the way of delivery and the delivery period and moreover by the terms of payment. The performance is deemed as contracted if the goods are
(a) in full compliance with the conditions and quantity specifications as stipulated in the contract or in the order,
(b) having those attributes that were presented by a sample by the Supplier to the Principal
(c) delivered to the Principal in a way and at a time defined in the contract.
3.3. The Supplier shall not be entitled to supply fungible (substitute) goods without the prior expressed written consent of the Principal. The Principal shall be entitled to request the modification of the exterior design and the specification of the goods however should such modification have influence or affect on the delivery period or on the agreed price, the modification is depended upon the consent of the Parties.
4. Handover and takeover of the goods
4.1 The Supplier is obliged to serve and deliver and store the goods in a quantity and packed way as stipulated in the contract/order and as previously agreed by the Parties. Should the Parties fail to agree on the method of the delivery and the packing the Purchaser is entitled to – if the stipulations of point 4.2 are kept and upon its own risk – define the adequate method of the packing and the delivery.
4.2. The packing shall have to be suitable to protect the integrity of the goods during the whole period of transportation and storage. The Supplier is deemed responsible for all damage that arose because of the inappropriate packing.
4.3. In the lack of reverse agreement the parity of the transportation shall be DDU. In the lack of reverse order of the Principal the place of delivery is H-2890 Tata, Molnár utca 5.
4.4. The Supplier is obliged to inform the Principal by adequate deeds and documents (e.g. delivery note, bill of freight) – in lack of reverse agreement adequate time prior to the delivery – on the place and date of delivering the goods to the Principal’s disposal.
4.5. The Supplier is obliged to inform the Principal about the relevant and essential characteristics and important requirements of the goods.

5. Inspection of goods
5.1. The Principal is obliged to immediately inspect each and every shipment, which shall have to cover the inspection of quality and quantity of the goods. Should the package be visibly damaged the Principal is obliged to inspect the content of the damaged package in a detailed, itemised way The Principal shall be obliged to inspect the goods within 15 calendar days following the delivery, at the latest. The inspection by random sample is acceptable if the Principal inspects at least the 10% of the goods that were taken over. In lack of reverse stipulation the place of quantity and quality inspection is the site of the Purchaser.
5.2. The Principal shall only have to accept performance in instalments by such a definite written agreement between the Parties.br/> 5.3. In case of customised orders or goods manufactured upon extraordinary conditions/parameters the Supplier shall provide at least one sample to the Principal prior to the commencement of the serial fabrication/serial transportation. The Principal shall inform the Supplier on the acceptance in writing within 15 calendar days upon the take over of the sample. The Principal shall have to inform the Supplier on the possibly existing failures of the sample in writing. The Supplier shall be obliged to provide the Principal with an appropriate new sample. Should the Supplier fail to provide the Principal an appropriate sample within 3 weeks upon the Principal’s notice on the failures the Principal shall be entitled to rescind from the contract.
5.4. The Supplier adequately inspects the goods that are to be delivered to the Principal prior to the delivery according to the inspection plan previously liaised with the Purchaser. The Principal may participate on the inspections upon its request and upon such request the Purchaser provides the Principal with a description thereon (audit).

6. Packing and wrapping, marking
Should the Parties fail to agree otherwise the costs and expenses of packing shall be deemed as part of the purchase price. The Supplier is obliged to emboss the packing with adequate signs.

7. Transfer of risks
The Supplier shall bear the risk and all and any cost relating to the transportation of the goods by the time the goods are handed over in compliance with the agreed freight parity. By such date the Principal shall bear the risks and all and any costs (possible taxes). The Supplier shall be liable for the activity of the forwarding agent or the carrier as to its own activity.

8. Payment and reservation of title
8.1. In lack of reverse stipulation all prices are deemed to be net prices and all time VAT shall be added thereupon in case of transactions with VAT payment obligations. In lack of reverse stipulation prices are to be defined in euro (EUR).
8.2. In lack of reverse stipulation the purchase price shall be paid via bank transfer against an adequately issued invoice within 30 calendar days upon receipt. The payment shall be considered fulfilled if the Principal’s bank account is irrevocably debited by the purchase price for the benefit of the Supplier’s bank account.
8.3. The Principal shall be entitled to set off its liabilities towards the Supplier that are either acknowledged by the Supplier or are approved by an authority (court) declaration.
9. Violation of contract, Representations and warranties
9.1. If the Supplier performs as contracted it is entitled to demand payment and acceptance of the performance from the Principal. In case of default of the Principal the Supplier is obliged to warn the Principal two times each having a 30 calendar days auxiliary deadlines to fulfil its obligations. In case of delayed payment regarding the purchase price a default interest as defined in the Hungarian Civil Code (Ptk.) shall be paid. Following two unsuccessful notices the Supplier shall be entitled to rescind from the contract and may demand to transfer back the delivered goods upon the cost and expenses of the Principal.
9.2. Should the Supplier fail to abide by any of its contractual obligation or should not perform as contracted (see point 9.6.) the Principal shall be entitled to exercise its rights stipulated in this paragraph and claim damages.
9.3. The Supplier represents and warrants that the products (goods) are in full compliance with the relevant laws and regulations, authority policies and the provisions of the contract and moreover to the presented sample and is appropriate to reach the aim of the sample.
9.4. The Principal shall be obliged to indicate its claims arising from the Supplier’s default in performance in writing and within 30 calendar days upon delivery.
9.5. Should the warranty claim prove to be grounded the Principal upon its own decision may request repair or replacement. All cost and expenses related to the repair or replacement shall have to be borne by the Supplier. The Principal shall be entitled to rescind from the contract if:
(a) the Supplier fails to abide by its repair or replacement obligation within 30 calendar days,
(b) the Supplier fails to undertake the repair or replacement obligation,
(c) the repair or replacement is impossible within the time frame as prescribed by point a).
The Principal shall be entitled to withhold the proportionate ratio of the purchase price by the time of repair and replacement.

9.6. The Supplier does not perform as contracted if the requested goods are:
(a) not delivered or,
(b) delivered following the given deadline, or
(c) not delivered in the ordered and requested quantity, or
(d) not delivered in the ordered and requested quality, or
(e) not delivered to the place as defined in the order (in lack of reveres stipulation to the seat of the Principal), or
(f) the goods do not meet the requirements as defined in point 9.3.
9.7. The Supplier is obliged to pay all and any damage of the Principal that are related to its conduct that violates the contract, unless it is able to prove that it has acted in the manner that can generally be expected in the given situation in order to prevent any breach of contract. Default of the Supplier excludes any simultaneous default of the Principal. In case of default of the Supplier the Principal is obliged to warn the Supplier for fulfilment with an auxiliary deadline of 15 calendar days. Should the Supplier fail to fulfil by the auxiliary deadline or should the Supplier be in default with the performance altogether for over 30 calendar days the Principal is entitled to rescind from the contract and to demand claims or to demand adequate proportionate purchase price decrease (maximum 20 %). In case of default of the Supplier the Supplier shall be obliged to reimburse in full all expenses that are relating to default to the Principle upon the written demand of the Principal within the period of time as prescribed by the demand notice.

10. Terms and cessation of Contract
In lack of reverse stipulations the contract is ceased by the fulfilment of the order and payment of the consideration.

11. Miscellaneous
11.1. Should any provision of the present G&C be invalid or null, the entire G&C became invalid only if without the invalid or null regulation the Parties would not have concluded the entire contract.
11.2. Cession of any condition or stipulation defined in the present G&C shall not be considered extendedly. The cessions of any condition or stipulation shall have to be made in writing and the other party shall have to accept and confirm it in writing.
11.3. Any notices of the Parties shall have to be made in writing (registered mail, e-mail and fax messages whereby the receipt is provable or by courier). All oral notices (e.g. via telephone) shall have to be confirmed by the Parties in writing.
11.4. The rules and regulations of Republic of Hungary shall have to be applied and shall prevail to the present G&C and contracts concluded between the Parties. The rules and regulations of UN on sale and purchase are expressly disclosed.
11.5. All disputes arising from the present contract or in connection with it shall be settled by the competent Local Court or the County Court – depending on the sum in dispute – located at the registered seat of the Principal.