General Terms & Conditions of Contract

Kematechnik Innomontage Kft.

 

1. General Provisions

1.1. These General Terms & Conditions of Contract – hereinafter: GTC – define the general terms and conditions governing the ordering of equipment, parts and services distributed by Kematechnik Innomontage Kft. – hereinafter: Seller. Unless expressly agreed otherwise in writing, shipments and deliveries shall take place exclusively under the terms and conditions set out in the GTC, which shall become part of the contract upon acceptance of the shipment or delivery by the Buyer, at the latest, without any special provision.

1.2. Any matter not covered by the GTC shall be governed by the relevant provisions of law.

1.3. These GTC include the general rules of ordering, as well as the fundamental provisions of delivery/service contract concluded between the Buyer and the Seller as a result of the order.

 

2. Purchase Orders

2.1. The Seller shall accept the Buyer’s order as follows:

• by mail,
• electronically,
• in the form of a written order sent by fax,
• in the form of an order placed in person or by phone at the customer service , from 8:00 to 16:00 on Monday to Friday.

2.2. The Buyer undertakes to include in his orders the designation, item number and order unit (pcs, m, kg, m2, etc.) of the products ordered, enabling their clear identification, as well as the quantity ordered.

2.3. If the Buyer requests the delivery of an order (as this is not included in the price of the product), the Buyer shall specify the exact delivery address (postal code, city, street, house number, etc.), the requested delivery term, the time intervals in a day when the goods can be received, the name of the person or carrier authorised to accept the goods, and the contact details of the person placing the order.

2.4. The Buyer understands that the Seller shall not break its packaging units, but upon request which may result in additional costs for the Buyer.

 

3. Concluding Contracts

3.1. A delivery/service contract between the Parties shall be deemed concluded as follows:

• If the Parties have agreed on the conclusion of a custom delivery/service contract, when the custom contract is signed by both Parties.
• If the Seller has made an offer to the Buyer, at the request of the Buyer, upon confirmation of the order by the Seller, in response to the Buyer’s order.
• If the Buyer has placed the order with the Seller (without an offer) in writing (by postal mail, fax, email, personal delivery), upon confirmation of the order by the Seller, or upon receipt of the products or services included in the order by the Buyer.
• If the Buyer has placed the order orally (in person or by telephone), when the order is recorded by the Seller's customer service representative in the Seller's integrated corporate governance system.
• An order from the Buyer shall generate delivery obligation on the Seller’s part upon issue by the Seller of a written confirmation of the order, nevertheless, the issue of a confirmation of the order shall not be precondition of delivery. The contract shall also be concluded upon execution of the delivery/goods release.

3.2. The Seller’s confirmation may take place:

• By fax or email. for orders placed by the Buyer by postal mail, fax or e-mail.
• By way of a hardcopy document, fax, email or a signed/verified work order, upon recording by the Seller’s customer service representative, if the order is placed by the Buyer orally (in person or by telephone).
• The Seller shall not be obliged to send an order confirmation to the Buyer in all cases, where the order is executed with unchanged conditions.

 

4. Amendments of Orders (Contracts)

4.1. Once the contract has been concluded between the Parties under Clause 3 above, its amendment shall require the Parties’ mutual agreement, which may be oral in case of personal purchases, but must be laid down in writing in all other cases.

4.2. If the Seller accepts the Buyer's amendment request for custom products that are not on stock, the acceptance shall apply up to such time limit, until which the Seller’s supplier partner accepts the cancellation or amendment of the order in question by the Seller without legal consequences. If the Seller's supplier partner charges an amendment/cancellation fee for the amendment or possible cancellation of the order, the Seller shall have the right to pass on this fee payment to the Buyer. If the supplier partner does not accept the amendment/cancellation forwarded by the Seller, the Buyer shall be obliged to accept the goods and pay the purchase price. The above provisions shall also apply to any amendment of orders for quantities of a given product significantly exceeding the Buyer's normal order quantities (extra quantity).

 

5. Products

5.1. Products Distributed by the Seller:

• Product kept on stock by the Seller: a product in the Seller’s registered/selling unit that is held in clean, undamaged, marketable condition along with all mandatory accessories required by any applicable laws.
• Product purchased to order by the Seller: a product in the Seller’s registered/selling unit or the unit specified in the Seller’s confirmation that is held in clean, undamaged, marketable condition along with all mandatory accessories required by any applicable laws.
• Custom or special product: For products that are considered custom (e.g. not distributed by the Seller, purchased at the individual request of the Buyer, etc.) or special (e.g. designed, custom manufactured or transformed at the Buyer’s request), the ad hoc special agreement of the Parties shall apply. For custom or special products, the Seller may apply irregular conditions (regarding the order and its amendment, delivery terms, payment terms, warranty, etc.).

 

 6. Price

6.1. The prices specified in the Seller's confirmation at any time shall be understood to include delivery at the Seller's premises. If the Buyer requests delivery of the products included in an order, the Seller shall specify this in the confirmation, and perform delivery for a charge (e.g. courier service, transportation, etc.)

6.2. The Seller shall pay the environmental/packaging product fee set out by law after any product or equipment marketed in Hungary for the first time.

6.3. In case of any discount price or other promotional conditions announced by the Seller, the promotion shall last for a specified period of time or until revoked, but in any case until the given stocks are exhausted.

6.4. All prices included in any offer, confirmation or price list issued by the Seller shall be net prices excluding VAT. The gross price shall be indicated upon special request only.

 

7. Freight Terms

7.1. Where products ordered by the Buyer are not received at the Seller's premises, the Buyer may request the delivery of the order based on an individual agreement. In case of delivery by the Seller, the place of delivery shall be the delivery address specified by the Buyer.

 

8. Delivery and Acceptance

8.1. The goods ordered by the Buyer shall be delivered by the Seller to the delivery address specified in the Buyer's order at the time agreed with the Buyer. The Buyer may change the delivery time or address until the given shipment is dispatched by the Seller.

8.2. The Buyer shall, at the Buyer’s liability, arrange for the receipt of the goods at the time and address agreed, and the Buyer's representative must confirm receipt of the goods by signing a duplicate of the document accompanying the shipment. Carriers used by the Seller for delivery shall not perform an itemised delivery/acceptance procedure at the Buyer. Upon receipt of the shipment, the Buyer's representative shall verify the quantity of the consignment and the integrity of the packaging, as well as confirm this by signing the accompanying documents. Quantity acceptance shall mean the verification of the number of packages and package quantities specified in the documents accompanying the goods and the carrier's own documents. If the Buyer fails to indicate any shortage upon receipt in the documents of the Seller or the carrier, the Seller shall not accept any complaint related to the shortage of goods. Once quantity acceptance without the Buyer’s complaint has been confirmed, the Seller shall not accept any further complaints regarding quantity or damages to the packaging.

8.3. If the goods cannot be shipped or delivered to the Buyer for reasons attributable to the Buyer, the costs of a repeated delivery of the goods shall be charged to the Buyer again, who shall pay this when paying the price of the product.

8.4. Before delivery, the Buyer must notify the Seller of any relevant circumstances that may obstruct the shipment or delivery of the product to the Buyer (e.g. traffic restricted zone, access time restriction, address hard to access, need for entry permit, lack of material handling equipment, etc.). In case of additional costs incurred by the Seller due to the lack of such notification, the Seller may pass on these to the Buyer.

8.5. In case of products/equipment delivered on EUR pallets, the Buyer shall provide replacement EUR pallets in adequate condition. In the lack of these, the Seller shall include the pallets in the invoice, and the Buyer shall pay for them.

 

9. Terms of Payment, Way of Delivery

9.1. Payment by the Buyer for the goods/services supplied by the Seller may take place in the following ways:

• by bank transfer (only for Buyers having a valid payment agreement or special approval from the Seller)
• by bank transfer in advance, for first time customer contact, or claims on the Seller’s side against existing customers,
• by cash payment for all purchases under HUF 50,000 + VAT, or new customer contacts,
• by cash payment, where requested by the Buyer.

9.2. In case of bank transfer, the payment must be made in line with the payment terms specified in a payment agreement with the Buyer or in the order confirmation issued by the Seller, by the deadline indicated on the invoice. The date of payment shall be the day on which the purchase price is credited to the Seller's current account. For invoices not paid by the due date, the Seller shall charge 10% default interest, which the Buyer shall pay within 3 working days of receipt of the interest request notice.

9.3. In case of late payment by the Buyer, the Seller may, at its own discretion, issue a payment order against the Buyer. In case of any late payment, the Seller may change the deferred payment option provided to the Buyer to immediate cash payment.          

9.4. Objections raised against an invoice issued for deliveries by the Seller shall in no case entitle the Buyer to withhold the payment of the given invoice. The Seller shall not accept any objections related to an invoice issued by it, unless submitted in writing within 5 working days of receipt of the given invoice by the Buyer, in which case the Seller shall take the necessary measures after assessing the objection.

 

10. Ownership of Goods, Transfer of Claims

10.1. The Seller shall retain full ownership over the products delivered by it to Buyer, until Buyer has paid the full amount of the purchase price (including the VAT and transportation fee). Based on the foregoing, the ownership shall pass on to the Buyer after full payment of the purchase price and transportation fee.

10.2. The Buyer may not dispose of the products delivered by the Seller in any other way – including, in particular, any pledging, transferring as security or transferring in exchange – until full payment of the purchase price. The Buyer shall notify the Seller without delay of any the seizure of the product delivered by the Seller for the benefit of a third party.

10.3. If the Buyer has an overdue payment obligation to the Seller, the Buyer shall, upon request of the Seller, return or make available to the Seller the products in its control that have been or are being delivered by the Seller, to the extent of the outstanding claim. In the absence of voluntary compliance, the Seller may take back the product delivered by it without any special enforcement document, at the location of the product, in which case the Buyer may not claim property protection against the Seller in respect of the product. In the above case, the Seller shall have the right to charge the costs incurred in connection with the return of the product to the Buyer.

11. Warranty

11.1. In all cases, the Seller shall deliver the products/services distributed by it in a quality complying with the relevant standards and regulations. The Seller shall provide the quality certificate and instruction manual required for the products as set out by law.

11.2. The Seller shall undertake warranty obligation in respect of the products delivered by it. The warranty period shall be 12 months from acceptance of the goods, excluding any parts that are subject to wear and tear.

11.3. In case of any quality complaint (for material defect, dimensional difference, etc.) related to the product ordered by the Buyer and delivered by the Seller, the Seller shall either investigate the case, or have it investigated in case of third party suppliers. Depending on the results of the investigation, the Seller will fulfil its obligation, if the complaint is covered by the warranty, or otherwise, the Buyer shall be obliged to reimburse the costs incurred.

11.4. The warranty shall be fulfilled at the Seller's premises.

 

12. Complaints Management

12.1. The Seller shall not accept any complaints (quantity, quality, invoicing etc. issues), unless laid down in writing.
Email: office@ki-group.hu
Postal mail: H-1222 Budapest, Nagytétényi út 102

12.2. If the Seller performs the Buyer's order defectively, the Buyer may notify the Seller of this within the shortest reasonable time, but in no more than 3 working days.
The following shall be considered as defective performance:

• Quantity difference between the products delivered and the document (invoice, delivery note) issued for the consignment (incomplete or excess delivery), which could not be established at the time of receipt of the goods.
• Difference between the types of the products delivered and those specified in the document (invoice, delivery note) issued for the consignment (incorrect delivery).
• The Buyer has a quality complaints (damaged product, etc.) concerning the products delivered. In case of a quality or hidden defect, the Seller’s liability shall be limited to the extent that the Buyer and the Seller may enforce against the manufacturer.
• The delivered product does not have the agreed parameters – e.g. colour difference, different quality or technical parameters, etc. (defective delivery).

12.3. If the Buyer indicates, within 3 working days from receipt of the shipment, that the product received is not acceptable, the Seller shall replace the product at its own premises, provided that it is on stock, and in its original condition and packaging. If it is a custom product ordered specifically for the Buyer, the product may only be replaced, if this is performed by the Seller's supplier. All additional costs related to this shall be reimbursed by the Buyer.

 

13. Limitation of Liability

13.1. Except in cases of quantity or quality complaints, the Seller shall not be liable for any direct or indirect damages incurred by the Buyer in connection with the fulfilment of orders received by the Seller.

13.2. This limitation of liability shall not apply to damages in respect whereof the liability cannot be validly limited or excluded, pursuant to the provisions of the Hungarian law on the exclusion of derogation that are in force at the time of the damage.

13.3. Unless provided otherwise in contract, and to the extent permitted by the provisions of law on the exclusion of derogation, the Seller shall not be liable for any indirect damages, lost profit or damages related to data loss or loss of availability, and its liability shall be limited to the amount of the purchase price of the product.

 

14. Control of Data

14.1. The Seller shall handle the data necessary for the identification of the Buyer in compliance with the law, exclusively within the framework of these General Terms and Conditions of Contract and for the purpose of maintaining the commercial relationship. The Buyer’s supply of information shall be voluntary, for the purpose of concluding the contract, and based on the principle of freedom of contract.

14.2. The Buyer agrees that the Seller shall process the data necessary and sufficient for the identification of the Buyer, in order to enable the conclusion of the contract, the monitoring of contractual performance, the invoicing of any fees arising from the contract and the enforcement of any related claims.

14.3. The Seller's detailed Data Management Policy is available at our website www.ki-group.hu.

 

15. Miscellaneous Provisions

15.1. The Seller shall make its current General Terms and Conditions of Contract available at all times to its Buyers in electronic form (www.ki-group.hu). Unless otherwise agreed, and in respect of any other matters not covered in the agreement concluded between the Parties, the Buyer shall, by ordering any product, accept the Seller's current General Terms and Conditions of Contract and the provisions included therein as binding.

15.2. Should any provision of the Seller's General Terms and Conditions of Contract in force at any time become invalid, this shall not affect the validity of the remaining provision.

15.3. The Parties mutually undertake to handle all information obtained about the other Party’s organisation, rules of procedure or transactions during the performance of the contracts concluded between them as business secrets. The Parties shall make sure that this provision shall be observed by their employees too. In case of a breach of this obligation, the injured Party may claim damages against the party in breach.

15.4. The Parties shall notify each other in writing of any change in their master data (registered seat, site, tax number, company registration number, bank account number, telephone and fax number, email address, contact persons, etc.).

15.5. All matters not covered in these GTC shall be governed by the provisions of the Civil Code and the Act on Commerce in force at the time, and of Government Decree No. 45/2014 (II.26.) on distance contracts.

15.6. These GTC shall enter into force on the date written below, and at the same time replace any former general trading terms and conditions applied by the Seller. These GTC shall govern the fulfilment of all orders received by the Seller after the date written below.

 

Effective from: 01 October 2020