General Terms and Conditions of Supply (access path: www.feszultseg.hu)

1./ The Supplier is entitled to register the fact of retention of ownership in the credit collateral register, for which purpose the Client shall cooperate with the Supplier. The Client acknowledges that the retention of ownership also exists in the absence of registration.

2./ If the purchase of the product becomes impossible for reasons not attributable to the Supplier, in particular, but not exclusively, if the Supplier's supplier partner recalls the product or ceases to distribute it to the Supplier, and the fulfilment of the order would cause disproportionate difficulties or costs, the Supplier is entitled to withdraw from the individual contract and to be exempted from fulfilling the order.

3./ The Client is not entitled to withdraw from the placed and confirmed order or to amend it, unless the Supplier has agreed in writing to the withdrawal or amendment.

4./ The Supplier shall not examine the right of representation of any person acting on behalf of the Client, thus, any liability in connection with the proceedings of any unauthorised representative is excluded by the Supplier.

5./ The Client shall begin the receipt of the product immediately and complete it within a reasonable time at the time stated in the order, or, if different, in the order confirmation. In case of late receipt, the Client shall pay a penalty for each day of delay, the amount of which is 0.15%/day of the gross purchase price of the products affected by the delay.

6./ It is the Client’s liability to ensure the presence of the person entitled to take over upon receipt. Unless proven otherwise, the person receiving the products at the address provided by the Client shall be deemed to be the person lawfully acting on behalf of the Client to receive the products. If the Client does not ensure the presence of the person entitled to receive the order at the place and time of receipt known in advance, the Client shall reimburse the costs of repeated delivery to the Supplier in addition to the penalty for delay.

7./ After receiving the products, the Client may not raise any quantitative complaint, nor may it object to any defect or damage to the packaging that should have been detected upon handover-takeover.

8./ The Supplier reserves the right to change the price of the products in the event of any change in market conditions or as a result of any change in the relevant legal regulations, and to enforce the price change unilaterally against the Client.

9./ The Supplier reserves the right to serve the Client only in cash, if it is justified in view of the Client’s ability and willingness to pay.

10./ If the Client fails to meet its payment obligation within the deadline, the Supplier shall be entitled to withdraw from the individual contract after a prior payment notification, and to arrange for the return or delivery of the products affected by the late payment at the Client’s expense. The Supplier may also decide to temporarily take back or deliver the products affected by the late payment at the Client’s expense until the fulfilment of the Client’s payment obligation or the provision of a security deemed appropriate by the Supplier, without any notice of withdrawal or prior request for notification. The Client shall allow the return or delivery of the products affected by the late payment, or, if the Supplier has given notice of withdrawal, the Client shall pay a penalty of 20% of the gross purchase price of the products affected by the late payment at the same time as returning the products to the Supplier. If the products affected by the late payment cannot be taken back or returned by the Supplier for any reason other than the Supplier, the Client shall pay the Supllier a failure penalty of 30% corresponding to the gross purchase price of the products affected by the late payment.

11./ The Client acknowledges that in the event of late payment of at least 8 days and until the obligation to return the product is completely fulfilled, or if it is justified by the Client’s ability and willingness to pay, the Supplier is entitled to exercise the following rights separately or jointly: to refuse to fulfil additional or confirmed orders, to withdraw the possibility of payment on delivery, or to provide for a shorter payment period, to reduce or cancel the Client’s discount and to demand additional payment securities from the Client. The Client expressly acknowledges the Supplier’s right to amend the Agreement unilaterally by amending the discount included in this Section and changing the method of payment.

12./ In the event of late payment by the Client, the Supplier shall become entitled to receive the proceeds from the sale of the products made by the Client, of which the Client shall inform the third party liable for payment. In the event of any delay by the Client, the products in stock purchased from the Supplier and not yet sold by the Client shall serve as security for the payment obligation to the Supplier, in respect of which the Supplier may exercise the right of return. Violation of these provisions by the Client shall be considered as malicious cover withdrawal.

13./ The Supplier is entitled to request the following from the Client as security for its payment obligation, in particular, but not exclusively: joint and several guarantee, guarantee, unconditional and irrevocable bank guarantee issued by the Bank and accepted by the Supplier, security deposit or other security for the fulfilment of the payment obligation by transfer by the Client.

14./ The Supply Framework Agreement shall be terminated immediately if either Party commits a serious breach of its obligations and, at the request of the aggrieved Party, it does not remedy the alleged breach within the deadline specified in the written request to remedy the breach, but at least within three working days of its receipt. The grounds for immediate termination include, but are not limited to: any delay or non-payment of the Client’s payment obligation, the fact of enforcement proceedings against the Client, or, in the case of a legal entity, the fact of initiating bankruptcy or liquidation proceedings against it, the demonstration of unfair market conduct against the other Party, any breach of business confidentiality, any failure to provide data, any misuse of it, or misleading the Supplier by providing data, as well as withdrawal of collateral or security.

15./ The Parties undertake to treat the data and information as confidential concerning the other Party, which is disclosed to them in connection with the performance of the Agreement, and they declare that, except in the case of a formal request from any authority, they shall not be disclosed and made available to any unauthorized third party, and they only use it to the extent necessary for the performance of the Agreement. In the event of a breach of this obligation, a penalty of HUF 2,000,000 (two million forints) shall be imposed.

16./ In the event of any change in the relevant data (especially name, registered office, delivery address, senior official, bank account number and tax number) or the contact person and contact data, the Client shall notify the Supplier in writing no later than 8 days after the change takes effect. The Client shall compensate the Supplier for any damages resulting from the failure to comply with the notification obligation. In the event of any material change in the ownership structure and management of the company, bankruptcy, winding-up or liquidation proceedings and enforcement proceedings ordered against the company, as well as any other circumstances endangering the contractual performance of the Client, the Client also shall inform the Supplier in writing immediately, but no later than within three working days.

17./ The Supplier informs the Client that the personal data concerning the Client’s contact person have been provided by the Supplier to the extent and not exceeding the extent necessary for the performance of the individual contract on the basis of a legitimate interest as referred to in Article 6 (1) f) of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), and the personal data of the Client’s representatives, agents, and in the case of an individual contractor, the personal data of the Client, are managed by the Supplier in accordance with Article 6 (1) b) of the GDPR to the extent necessary for the performance of the individual contract. This purpose of the management of personal data takes precedence over the right of the Parties to dispose of the personal data of their contact persons, representatives or agents.

18./ Declarations sent by the Parties by post as a registered letter shall be deemed to have been delivered on the day specified in the return receipt, and if the consignee refuses to accept the consignment, on the day of the refusal to accept it. If the consignment is returned from the consignee with the indication “not sought”, it will be deemed to have been delivered on the 5th day after its attempted delivery. The date of delivery of the declarations sent by email is the first working day following the sending of the email, provided that the sending Party has requested and received a proof of delivery of the sending of the email.

19./ The Client undertakes not to transfer or encumber its rights arising from the individual contract or the legal relationship with the Supplier, and not to transfer its obligations in whole or in part without the prior written consent of the other Party.