STANDARD CONDITIONS OF SALE
In these Conditions :
BUYER- means the person who buys or agrees to buy the Goods from the Seller;
CONDITIONS- means the terms and conditions of sale set out in this document, published on the internet page: Standard conditions of sale and any special terms and conditions agreed in writing by the Seller;
CONTRACT- means a contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions;
DELIVERY DATE- means the date specified by the Seller when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later;
DELIVERY DESTINATION- means the location specified in a Contract for the delivery of the Goods ordered by the Buyer under that Contract;
GOODS- means the articles which the Buyer agrees to purchase from the Seller;
SELLER- means the company Tama Műanyagipari Korlátolt Felelősségű Társaság, registered seat: 4100 Berettyóújfalu, 4496/2 hrsz., Hungary, company reg. №: 09-09-016719.
2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. By sending the offer the Buyer acknowledge and accepts this Conditions.
2.3 The Seller accepts the offer by sending the specification of the delivery conditions to the Buyer.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing with the Seller.
2.5 Quotations issued by the Seller, and any announcement or other advertisements shall not be considered an offer but an invitation to treat (to submit the offers by the potential buyers).
3.1 Where the Goods are sold by reference to the Seller’s published price list, the price payable for the Goods shall be the price stipulated in the Seller’s published price list current at the Delivery Date.
3.2 The price is exclusive of VAT (or any similar tax) or any tax or duty relating to manufacture, transport, export, import, sale or delivery of the Goods and will be increased by any taxes or other amounts due and payable under applicable tax regulations, provisions of law, these Conditions or the contract.
3.3 All prices are quoted in the relevant PO unless otherwise specified, and all payments must be made in accordance with such PO unless otherwise agreed in writing by the Seller.
4.1 Delivery shall take place by such method as the Seller may in its absolute discretion decide in a manner appropriate to the nature of the Goods to ensure their complete and safe delivery to the Delivery Destination, on or as close to the Delivery Date as is reasonably practicable in all the circumstances. For the avoidance of doubt, the Delivery Date is approximate only, and unless otherwise expressly agreed in writing between the Buyer and the Seller, time is not of the essence for delivery.
4.2 Unless otherwise specified by the Seller in writing Delivery shall be under terms EXW Berettyóújfalu, Hungary (Inco Terms 2000). In the event that the Buyer fails to nominate such a carrier within thirty (30) days of the Delivery Date then the Seller shall be entitled to require immediate payment of the full purchase price of the Goods, and to place the goods in store at the risk and expense of the Buyer, or to treat the Contract as discharged and dispose of the Goods.
4.3 No delay in the delivery of the Goods shall entitle the Buyer to reject any delivery or any further instalment or part of the order or any other order from the Buyer or to repudiate the Contract or the order, unless such delay or failure to deliver was due to any cause for which Seller is responsible and over which he had control.
4.4 The Buyer’s attention is drawn to the provisions in clause 9.1.3.
4.5 If, for any reason, the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery then the Seller may, in its absolute discretion, arrange the storage of the Goods and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Seller’s rights in relation to a failure by the Buyer to take delivery of the Goods or pay for them in accordance with the terms of the Contract.
5.1 Payment of the price, VAT and any other tax, duty, insurance, storage or delivery charges shall be due within thirty (30) days of the last day of the month, in which an invoice was issued.
5.2 In the event that payment is to be made by a letter of credit then it shall be an express condition of the Contract that the letter of credit is irrevocable and is drawn on by a bank and all the documentation is presented to the Seller when requested by the Seller or otherwise in accordance with the terms of the Contract.
5.3 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
6. LATE PAYMENT
6.1 In the event that the Buyer fails to make payment of any invoice within its due date for payment then the Seller shall be entitled to (without limitation):
6.1.1 Charge interest on such invoice from the date of the invoice until the date of payment of the invoice at a rate equals to the 1/365 part of the double of the Hungarian Central Bank base rate of the due amount of the invoice per day and such interest shall accrue at such rate after as well as before judgment;
6.1.2 Suspend or cancel deliveries of any Goods due to the Buyer upon setting the Buyer an appropriate time limit for ensuring the payment and the ineffective lapse of these term;
6.1.3 Appropriate any payment made by the Buyer to such of the Goods (or any other Goods supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit upon delivery to the Buyer a receipt in which he counted the received payment towards one of the chosen Goods;
6.2 For the avoidance of doubt, the rights and remedies of the Seller in clause 6.1 above are cumulative, not exclusive, and the exercise of one thereof shall not deprive the Seller of the right to exercise others.
6.3 The Seller shall be entitled to exercise the remedies in clause 6.1 above notwithstanding that risk and / or title to the Goods may not have passed to the Buyer.
7. RISK AND TITLE
7.1 Risk in the Goods shall pass to the Buyer :
7.1.1 In the moment of delivered the Goods to the Delivery Destination; or
7.1.2 if the Goods are kept at the Seller’s premises under the provisions of either 4.2 or 4.5, or otherwise to the Seller’s order, upon collection of the Goods by the Buyer, or upon the expiry of seven (7) days from the Seller’s written notice to the Buyer that the Goods are ready for delivery, whichever is the earlier.
7.2 The Seller accepts no responsibility for any loss, damage or shortage which may occur to the Goods in transit after risk has passed to the Buyer [and in the event that the Buyer has a claim arising in respect of any such loss, damage or shortage, then such claim should be notified to both the Seller and the carried as soon as is reasonably practicable. The Buyer undertakes in such circumstances to comply in full with the carrier’s standard conditions for claims for damage, shortage or loss in transit, and agrees to indemnify the Seller against any loss resulting from a failure to so comply.
7.3 Notwithstanding that delivery may have taken place and / or risk in the Goods may have passed to the Buyer, title to the Goods shall not pass to the Buyer and the Seller shall remain the owner of the Goods until such time as the Seller has received in cash or other cleared funds full payment of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.4 Until such time as title in the Goods passes to the Buyer:
7.4.1 The Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and shall keep the Goods separate from those of the Buyer and third parties, and shall keep the Goods properly stored, protected and insured against all normal risks, and identified as the Seller’s property, but shall be entitled to use, re-sell or distribute the Goods in the ordinary course of its business (save that such entitlement may be terminated forthwith by notice from the Seller to the Buyer, and shall automatically terminate without notice in the event that a receiver or administrator is appointed over any of the assets or the undertaking of the Buyer, or a winding up order is made against the Buyer, or the Buyer goes into voluntary liquidation (other than for the purpose of a transformation, merger or division of the Buyer’s company) or calls a meeting or makes any arrangement or composition with its creditors or any act analogous to the foregoing in any jurisdiction, and in the event of a liquidator or receiver being appointed then they shall pay into a separate bank account any sums received from third parties in respect of the sales to them of Goods by the Buyer up to the amount of any indebtedness of the Buyer to the Seller for the sole benefit of the Seller); and
7.4.2 provided that the Goods are still in existence and have not been sold by the Buyer in accordance with clause 7.4.1 above, the Seller shall be entitled after lapse of the due term for payment to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 Any Goods repossessed by the Seller may be resold on such terms as the Seller may in its absolute discretion determine and the Buyer shall remain liable to the Seller for the difference between the net proceeds or such resale and all outstanding sums due to the Seller in respect of the Goods and for all costs and expenses incurred by the Seller in repossessing, storing, insuring and re-selling the same.
7.6 The Buyer shall not pledge in any way, charge by way of security for any indebtedness for any of the Goods which remain the property of the Seller. Without prejudice to the other rights of the Seller, in the event that the Buyer purports to do so then all sums whatever owing to the Seller by the Buyer shall immediately become due and payable.
7.7 The provisions of these Conditions relating to payment for the Goods shall apply equally (and without limitation) to payment for fees or charges incurred by the Seller in undertaking any extra work, requirement, modification, test or inspection, except the regulations of section 7.3 and 7.4.
8.1 Subject to the provisions of clause 9 below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defect in both materials and workmanship for a period of twelve (12) months from the Delivery Date.
8.2 Except where the Buyer is dealing as a consumer (as defined in section 685/d. of the Hungarian Civil Code), all other warranties, conditions or terms relating to the fitness for purpose, quality or condition of the Goods, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.
8.3 The possible disadvantages caused by the incidental exclusion or restriction of the liability for breach of the Contract by the Seller, as stated in these Conditions, were taken into consideration at the definition of the price of the Goods.
9. LIMITATION OF LIABILITY
9.1 Without prejudice to the generality of clause 8 above, the Seller shall be under no liability to the Buyer:
9.1.1 In respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, a failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
9.1.2 Whatsoever in the event that the full price (including, without limitation, those matters set out in clause 5.1) for the Goods has not been paid by the due date for payment;
9.1.3 or otherwise be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control :
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat or war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the party of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) power failure or breakdowns in machinery.
9.2 Where any valid claim in respect of any of the Goods is based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Seller in accordance with these Conditions then the Seller shall be entitled to replace the Goods (or the part in question) free or charge, or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part thereto). Upon the Seller undertaking to refund the sale price the Seller shall not be liable further to the Buyer, subject to that the Seller’s warranty contained in section 8 will apply equally to any replacement Goods or part thereof.
9.3 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any direct, indirect or special loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Buyer shall indemnify the Seller on a full indemnity basis against any and all actions, costs (including, without limitation, the costs of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Seller with the Buyer’s specific instructions relating to the use of the Buyer’s intellectual property rights.
11. DATA PROTECTION
11.1 These Conditions shall be governed by and construed in accordance with Hungarian law and the parties hereby submit to the jurisdiction of the compatible court in Budapest, Hungary.
11.2 No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as any waiver of any of these Conditions.
11.3 The Seller may cancel any Contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Goods. Without prejudice to the limitation of clause 9 above, the Seller shall not be liable for any loss or damage whatever arising from any cancellation in accordance with this clause 11.3.
11.4 The Seller reserves the right to sub-contract the whole or any part of the Contract.
11.5 Any provision of these Conditions or any Contract which is, or may be, void or unenforceable shall, to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision the contract.
11.6 Any notice under or in connection with these Conditions or any Contract shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery to the address of the party set out in the Contract or at such other address as may subsequently be notified by one party to the other, and in the absence of any evidence of earlier receipt any notice shall be deemed to have been received:
11.6.1 if delivered by hand when left at the address for service; or
11.6.2 if sent by first class post or recorded delivery, on the second day after posting.