1. Contractual relationships, procedure

1.1. Deliveries and executions are proceeded with our conditions specified hereunder (consequently the Customer’s supply conditions are hereby excluded).

1.2. INQUIRY: a written inquiry with parameters and definition of deadlines of the Purchaser which refers to production or service from the Supplier’s side.

1.3. OFFER: a written offer from the Supplier with reference number, parameters and definition of deadlines are based on parameters stated in the inquiry and agreed afore with the Customer. In the Offer comes under definition the price of the product with the way and date of payment (payment terms). In the Offer comes also under definition the date and place when and where the ready-made product will be handed over to the Purchaser (delivery terms). The Supplier gives validity to his Offer and also gives all the costs arising for the Purchaser in the course of execution as per his Order.  The Supplier’s Offers are submitted to the Customer without obligation.

1.5. PURCHASE ORDER: a written document sent by the Customer to the Supplier within the Supplier’s Offer validity duration referring to Supplier’s reference number and being with the same content and conditions stated in the Supplier’s Offer before.

1.6. SUPPLIER’S CONFIRMATION OF ORDER: a written document of the Supplier recording therein the commercial and technical conditions of the production and service ordered by the Customer. In the Confirmation of Order all the storage costs are recorded which can be endorsed to the Customer in case of his delayed receipt as per the ready-made product of the Supplier.

1.7. CUSTOMER RECIPIENT’S DECLARATION to the SUPPLIER’S CONFIRMATION OF ORDER: a written document which results the privity between the Supplier and the Customer only if the Customer sends the Customer’s offer back without any modification to the Supplier through his valid email address.

In case the Customer does not send back the” CUSTOMER RECIPIENT’S DECLARATION” to the SUPPLIER’S CONFIRMATION OF ORDER through his valid e-mail address within 2 workdays from the date of the SUPPLIER’S CONFIRMATION OF ORDER means and results automatically that the SUPPLIER’S CONFIRMATION OF ORDER – together with all its legal consequences- is legally accepted by the Customer.

In case the Customer sends back the CUSTOMER RECIPIENT’S DECLARATION to the Supplier with alterations results that privity will not come into effect between them and consequently a new inquiry should be placed by the Customer to the Supplier.

2. Contract price, compensation

2.1. The Customer is bound to pay for the purchase price to the Supplier in the way and within the expiry date as stipulated in the Supplier’s Confirmation of Order to the Customer.

2.2. For the purchase price the Supplier issues and hands over its invoice for the Customer under the current legal directions for payment. In case of advance payment the Supplier first sends his Proforma Invoice to the Customer and later will be issued the Supplier’s Commercial Invoice for the purchase price to the Customer.

2.3. In case of any alterations or cancellation of the Purchase Order from the Customer’s side in the course of production period results the Customer bears all the costs and losses of the Supplier arising from the above events.

2.4. In case of the Customer’s overdue debt towards the Supplier there can be withheld any supply of any product or goods from the Supplier’s side till the overall settlement of the Customer’s otstanding overdue debt towards the Supplier.

2.5. For lack of any other agreement the Supplier can validate a default interest equal to the Hungarian National Bank’s current dubled prime rate for his Hungarian Purcaser and a default interest equal to EURIBOR’s current doubled prime rate for his foreign Customer for the overdue period and amount.

3. Advice of readiness, acceptance of goods, enforcement of claim

3.1. In each case the Supplier advises the Customer – independently from what is recorded in the Confirmation of Order – per e-mail about the readiness of his order.

The Supplier’s ’Advice of readiness’ to the Customer contains the exact time and place as per the receipt of the goods ordered by the Customer.

3.2. In case the Customer sends his transportation facilities to the Supplier’s premises without his   preliminary advise to the Supplier results that all the costs arising from this situation will be born by the Customer and not by the Supplier.

3.3. Once the goods was taken over by the Customer or his authorized representative from the Supplier results the Supplier bears no more responsibility for any damage can be arisen in the goods from that point.

3.4. In case the Customer does not take over his goods ordered in due time results the Supplier will take the goods in custody responsible and all the costs and fee arising from this custody should be born by the Customer. In case the Customer will not take the goods after 30 calendar days reckoned from the date of the Supplier’s Advice of readiness means that the Supplier is entitled – upon sending his repeated written notice to the Customer – to invoice the Customer the goods together with all the costs arisen or the Supplier is entitled to sell the goods to a third party without the Customer’s permission.

3.5. Quantitative acceptance of the goods: in case of transport performed by the Customer or his authorized transporter they are bound to check the goods received in the course of acceptance and also bound to give immediate notice about any eventual deviation in quantity they recognised still on the spot.

The signature on the DELIVERY NOTE excludes any further quantitative claim from the Customer’s side. The Customer is bound to draw up a minute about any quantitave deviation can be arisen in case of delivery by the Supplier. This minute should be undersigned by the driver. For lack of the minute the Supplier is not responsible to accept for any claim arisen from the quantitative deviation.

3.6. Qualitative acceptance of goods: the Customer can take his notice in writing in connection with the quality of the goods ordered and delivered within 30 calendar days from the quantitative receipt of the goods. For any claim submitted by the Customer beyond the above mention 30 calendar days results that the Supplier does not bear any responsibility for the claim.

3.7. Settlement of claim: in case of rightful quantitative claim accepted the Supplier makes up the shortage at his own charge. In case of qualitative claim notified by the Customer the Supplier will investigate the claim in 3 workdays and considers the rightfullness of the claim and makes his proposal for the settlement when the claim is rightful.  In case of improvable defect the Customer can also repair – upon the Supplier’s prior written  approval – the defect and thus the Supplier will replace the costs to the Purchaser. Costs of any repair without the Supplier’s prior written approval are charged for the Customer. Products which can not be repaired will be replaced by the Supplier at his own costs.

3.8. When the Customer or a third party performed an unprofessional interference on the Supplier’s product results that any request for warranty can not be enforced towards the Supplier from the Customer’s side or from a third party’s side.

4. Delivery and payment conditions

4.1 The default delivery terms is Ex works H-2364 Ócsa, the Supplier’s plant acc. to INCOTERMS 2020

4.2. Any other delivery terms is subject to the Purchaser written request.

4.3. The default payment terms is ’100% PREPAYMENT against the Supplier’s Proforma Invoice’. Any other payment terms is subject to the mutual written agreement between the Supplier and the Purchaser.

5. Other conditions

5.1. The Customer acknowledges the evidence of the facts that the product he (the Purchaser) took over from the Supplier remains the property of the Supplier and he (the Customer) has no right neither to alienate nor to charge the product without the Supplier’s definitive written contribution untill the Customer settles the total countervalue of the product. In case the Customer does not settle fully the Supplier’s invoice within 8 workdays reckoned from the date of the Supplier’s first demand for payment the Supplier is entitled to deliver his product back at the Customer’s expense.

5.2. When the Supplier executes the Customer’s order with more calls for delivery and the Customer has overdue debt referring to the Supplier’s former delivery results that the Supplier is not bound to execute the next due call for delivery to the Customer.

5.3. In case of either a Force majeure or a breakdown justifiably occured at the Supplier or at his subcontractor the Supplier is entitled to modify the delivery time without arising any claim for demages or penalty or entiled to desist from the contract.

5.4. In case of legal dispute regarding the fulfillment the Parties try to conciliate in the way of negotiation. Failing the conciliation within 30 calendar days reckoned from it’s beginning the Parties stipulate the exclusive jurisdiction of the Court of Justice ’Pesti Központi Kerületi Bíróság’ in Budapest but for lack of its competency the Parties also accept the Court of Justice ’ Fővárosi Bíróság’ in Budapest or the Arbitration Court acting nearby the Hungarian Chamber of Commerce in Budapest.

The above ’GENERAL TERMS AND CONDITIONS OF BUSINESS ’ of  C.S.O. Kft. is valid from 1st April 2022 until withdrawal.

H-2364 Ócsa, 31st March 2022