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GENERAL TERMS AND CONDITIONS

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InduComp Kft. (2890 Tata, Molnár utca 5.)
As Supplier/Seller

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 the Supplier /Seller/ and also to all and any contracts concluded by the Seller 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 Supplier and the Principal (hereinafter jointly referred to as Contracting parties or Parties) if the Contracting parties expressly agree on such disclosure in the written contract concluded between them.
1.2. The unilateral contracting conditions of the Principal (e.g. the General Terms and Conditions of the Principal) shall not be deemed as part of the contract with the Supplier even if the Supplier does not object to.
1.3. The Supplier shall be entitled to unilaterally modify the present G&C, in such case the Supplier shall send the modified G&C 15 days prior to entering into effect of to those Principals /Clients/ that are deemed permanent 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 definite and indicates the intention of the tenderer that in case of accepting the offer it considers itself as obligee. The offer shall be considered as adequately 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 by the time the contract has not been concluded, upon the condition if such revocation is delivered to the addressee prior to the delivery 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.
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) capable for those aims that other similar stock of goods are regularly used for (if the Supplier has applied the right of alteration),
(c) having those attributes that were introduced by a sample by the Supplier to the Principal
(d) delivered to the Principal in a way and at a time defined in the contract.
3.3. The Supplier shall be entitled to alter the goods without changing the exterior design of the goods and without the modification of the agreed specifications. The Supplier shall be obliged to inform the Principal on such alteration in writing and 15 days prior to the first such supply.
The Principal may request the modification of the exterior design of the goods or the specification however should such modification or alteration have influence or affect on the delivery period or on the agreed price, the modification is depended upon the consent of the Parties.
3.4. The given delivery periods are informative. The Supplier is only deemed to be in delay if the original delivery period is exceeded with more than 8 days.

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 or as previously agreed by the Parties. Should the Parties fail to agree on the method of the delivery and the packing the Supplier is entitled to 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 transportation and storage.
4.3. In the lack of reverse stipulation the parity of the transportation shall be EXW (H-2890 Tata, Molnár utca 5.) In the lack of reverse stipulation the risk is transferred to the Principal by handing over the goods to the freighter. The Principal is obliged to takeover the goods.
4.4. The Supplier is obliged to inform the Principal by adequate deeds and documents (e.g. delivery note, bill of freight) on the place and date of delivering the goods to the Principal’s disposal and furthermore upon the fact that the goods were handed over as defined in the present G&C.
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. The Supplier shall not be obliged to accept claims of quality and/or quantity following the 8th days of the shipment. The inspection by random sample is acceptable if the Principal inspects at least the 10% of the goods that were taken over. Should the package be visibly damaged the Principal is obliged to inspect the content of the damaged package in a detailed, itemised way. In lack of reverse stipulation the place of quantity and quality inspection is the site of the Seller. In case of quality and quantity claims the Principal is obliged to ensure the possibility for the Supplier to examine the goods at the place, where the inspection was conducted.
5.2. 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. The Principal shall have to inform the Supplier on the possibly existing failures of the sample in writing and in detail. 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 6 weeks upon the notice the Principal shall be entitled to rescind from the contract. The Supplier shall be entitled to rescind from the contract if the production of the sample is technically impossible or uneconomic.
5.3. The Supplier adequately inspects the goods that are to be delivered to the Principal either according to the plan previously liaised with the Supplier or in lack of such plan in compliance with the Supplier’s own inspection plan. The Principal may occasionally participate on the inspections upon its request and upon such request the Supplier provides the Principal with a description thereon (audit).
5.4. The Principal is obliged to inform the Supplier on the percept quality failure upon discovery without any delay.

6. Packing and wrapping, marking
Should the Parties fail to agree otherwise the costs and expenses of packing shall not be deemed as part of the purchase price.
The packing is obliged to be embossed with adequate signs.

7. Transfer of risks
The Supplier shall bear the risk and all and any cost relating to 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) and extra expenses that are related to the failure of taking over the goods, if the goods were delivered as contracted.

8. Payment and reservation of title
8.1. All prices are deemed to be net prices and all time VAT shall be added thereupon. Should the Principal domiciled out of Hungary fail to provide its EU tax number or other data that make possible the bookkeeping of the freight as a net amount, the Supplier shall invoice the gross price including VAT. In case reserve stipulation the price is defined in forints (HUF).
8.2. In lack of reserve stipulation the purchase price shall be paid via bank transfer 8 days upon the receipt of the respective invoice. The payment shall be considered fulfilled if the purchase price is credited on the Supplier’s bank account.
8.3. The Supplier is expressly reserves its title until the payment of the full amount of the delivered goods. The Principal shall not alienate, charge, use or process and/or amalgamate the goods or give them to third persons for use by the time the entire purchase price is paid.
8.4. 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
9.1. Should the Principal fail to abide by any of its contractual obligation the Supplier shall be entitled to exercise its rights stipulated in this paragraph and claim damages.
9.2. The Principal is deemed to be in delay and in default if it
(a) fails to provide payment within the ascribed expiry date,
(b) fails to accept the as contracted performance,
(c) fails to take such actions and instructions or to make such statements that are deemed necessary for the as contracted performance of the Supplier,
(d) fails to issue voucher or certificate of performance.
9.3. The Supplier shall be entitled to demand payment or takeover of the goods from the Principal or the fulfilment of the Principal’s obligations. The Supplier shall be entitled to ascribe rational auxiliary deadline for the Principal to fulfil its obligations.
9.4. In case of delayed payment regarding the purchase price a default interest as defined in the Hungarian Civil Code (Ptk.) shall be paid.
9.5. The Principal is obliged to pay all and any damage of the Supplier 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. Irrespective to the fact whether or not the Principal has been able to excuse his default or not:
(a) shall be obliged to reimburse the expenses relating to the responsible custody of the Supplier,
(b) shall bear the risks for the destruction, loss, or damage of the goods as if he had accepted performance;
(c) shall not be entitled to demand any interest for the period of his default.
Default of the Principal excludes any simultaneous default of the Supplier.

10. Representations and warranties
10.1The Supplier represents and warrants that the products (goods) are in compliance with the relevant laws and regulations, authority policies and the provisions of the contract.
10.2. The Principal shall be obliged to indicate its claims arising from the default in performance in writing and within 8 working days upon takeover of goods in such manner that the default and the Principal’s warranty claim can be unambiguously identified.
10.3. Should the warranty claim prove to be grounded the Principal may request on the first place repair on the second place replacement. The Principal shall be entitled to rescind from the contract if after two attempts for reparation the Supplier fails to abide by its first place or second place warranty obligation.
10.4. Adequate time shall have to be assured for the Supplier to fulfil the warranty claims also considering the necessary time for the possible re-production of the goods. The Supplier settles the warranty claims out of the usual turns.

11. Terms and cessation of Contract
In lack of reserve stipulations the contract is ceased by the fulfilment of the order and payment of the purchase price.

12. Miscellaneous
12.1. 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.
12.2. 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.
12.3. 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.
12.4. 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.
12.5. 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 Supplier.