General Conditions of Sale
GENERAL CONDITIONS OF SALE
BT Nyloplast Limited Liability Company
1. - Definitions
BT Nyloplast Ltd.: registered office: 3636 Vadna, Kassai u. 35-37., registered in the Hungarian Companies Register under the number Cg.05-09-007432, tax number: 11781044-2-05, Community tax number: HU11781044. Customer: the person or company to whom BT Nyloplast Ltd. supplies or intends to supply any kind of product and/or service.
2 - Applicability
These General Terms and Conditions of Sale apply to all offers and contracts under which BT NYLOPLAST Ltd provides any goods and/or services to the Customer. Any modification to these General Sales Conditions shall only be valid if expressly agreed in writing by both Parties. The applicability of the Customer's general terms and conditions of sale or other terms and conditions is hereby excluded unless otherwise expressly agreed by the Parties.
3 - Confirmation of offers and contracts
BT NYLOPLAST LTD's offers are made without commitment.
BT NYLOPLAST Ltd is bound only by the written confirmation of the Customer's order.
4 - Delivery conditions
Unless expressly agreed otherwise, the terms and conditions relating to the time of performance shall be understood as a declaration of intent only, without commitment. Liability for damages due to delay in performance by ABT NYLOPLAST LTD is excluded.
5- Force majeure
In the event of force majeure, BT NYLOPLAST LTD reserves the right to terminate a contract without compensation or indemnity or, in the case of partial performance already effected, to terminate the contract for the future or to extend the time limit for performance by the period of force majeure if performance of the contract has become impossible or seriously impeded due to unforeseeable circumstances beyond its control and which make performance impossible or seriously impede performance. Force majeure shall be deemed to include, but not be limited to, fire, strikes, sit-ins, total or partial suspension of operations by administrative decision, import or export restrictions or government measures of any kind, shortages of fuel or raw materials, failure of third parties to fulfil their obligations to BT NYLOPLAST Ltd, price increases by BT NYLOPLAST Ltd's suppliers, or any other cause not attributable to BT NYLOPLAST Ltd).
6 - Duties, taxes and levies
Current and future customs duties, levies, VAT and other taxes shall be borne by the Customer. Any changes in these duties, levies and taxes made between the date of acceptance of the order and the date of invoicing shall be borne by or in favour of the Customer.
7 - Payment
Unless otherwise expressly agreed, invoices are payable on receipt without any discount or deduction.
In the event that, in the reasonable opinion of BT NYLOPLAST Ltd, the creditworthiness or solvency of the Buyer is or may be impaired or BT NYLOPLAST Ltd is unable to obtain credit insurance from a suitable third party to cover the total outstanding amount payable by the Buyer to the Seller - by the Seller, on the terms and conditions normally applied in the ordinary course of its business, then, at the request of BT NYLOPLAST Ltd, the Buyer shall provide security for payment at its own expense in such form as BT NYLOPLAST Ltd may require and to its satisfaction and BT NYLOPLAST Ltd shall be entitled to delay or withhold performance without further notice until the Buyer has provided such security. If the Customer fails to provide the security within a maximum of 15 working days, BT NYLOPLAST LTD shall be entitled to terminate the contract in accordance with Article 10 or, in the case of partial performance already effected, to terminate it prospectively.
In the event of late payment, BT NYLOPLAST Ltd shall be entitled to interest on late payment as set out below.
In the case of a debt in HUF, the rate of interest on late payment shall be determined in accordance with the provisions of the Civil Code. 6:155 (1) of the Civil Code. In the case of a Euro debt, the default interest rate shall be the EUR reference rate rounded up to the higher half percentage point. The reference rate shall be the rate applied by the European Central Bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question, plus seven percentage points.
In the event of late payment, BT NYLOPLAST KFT shall also be entitled to a recovery penalty in accordance with Act IX of 2016.
Late payment of any invoice shall render all outstanding invoices due.
8. -Transport, risk of damage and transfer of ownership
Unless otherwise expressly agreed, delivery shall be ex works: the risk of loss or damage in respect of the Products delivered shall pass to the Customer on the date on which BT NYLOPLAST Ltd has notified the Customer that the Customer may take delivery of the Products at the premises of BT NYLOPLAST Ltd.
Notwithstanding the foregoing paragraph, BT NYLOPLAST Ltd and the Customer may agree that delivery shall be at BT NYLOPLAST Ltd's expense. The risk of storage, loading, transport and unloading shall be borne by the Customer.
Ownership of the delivered goods shall only be transferred to the Buyer when the full purchase price (all principal, interest and charges) has been paid in full.
9 - Acceptance of products and complaints
The Buyer shall inspect all products immediately upon receipt. Complaints about obvious defects must be made in writing within eight working days of delivery at the latest, and complaints about hidden defects may be made in writing within three months of delivery.
In the event of a complaint, the customer shall take all necessary measures to enable BT NYLOPLAST Ltd to inspect the products on the spot. The use of the products or part of the products shall be deemed to constitute acceptance of the products without objection.
If BT NYLOPLAST Ltd accepts an objection, its liability shall be limited, at its option, to the replacement free of charge of the products recognised as defective or to the reimbursement of the price of those products, in the latter case with the return of the defective products.
BT NYLOPLAST Ltd shall not be obliged to fulfil any further warranty obligations. Nor shall the customer be entitled to withhold payment in the event of a complaint and shall not be entitled to set-off.
10 - Termination of the contract
If the Customer fails to fulfil any of its obligations, BT NYLOPLAST Ltd is entitled to unilaterally terminate both the contract affected by the breach and all other contracts with the Customer or, in the case of partial performance already effected, to terminate it unilaterally with effect for the future and to claim damages.
The termination notice may be given in writing by registered letter.
11 - Limited liability
The liability of BT NYLOPLAST Ltd for damages for breach of contract is limited to direct damage up to the price (exclusive of VAT) of the defective goods, except in the case of wilful breach of contract by BT NYLOPLAST Ltd. The liability of BT NYLOPLAST Ltd for indirect damage is excluded. Indirect damages include, but are not limited to, consequential damages, loss of profit, economic loss, loss of production.
Except for the liability provided for in this Article, BT NYLOPLAST LTD shall not be liable for any other liability.
BT NYLOPLAST LTD's liability for breach of contract shall only exist if the Buyer gives BT NYLOPLAST LTD prompt written notice, including a reasonable period of time, to enable BT NYLOPLAST LTD to remedy the defect and BT NYLOPLAST LTD has not performed its obligation by the end of that period. The notice shall set out the Customer's objection in as much detail as is reasonably practicable to enable BT NYLOPLAST Ltd to take the necessary action.
he Buyer shall indemnify BT NYLOPLAST Ltd against any third party product liability claim based on the fact that a product was delivered by the Buyer to a third party and that such product consists in part of materials or products supplied by BT NYLOPLAST Ltd to the Buyer, unless the Buyer proves to the satisfaction of BT NYLOPLAST Ltd that the alleged damage was caused solely by BT NYLOPLAST Ltd materials or products.
12 - Authorisations
The Customer shall be responsible for obtaining any authorisations and/or permits (e.g. customs licences) that may be necessary for the delivery of the Products.
If the Customer fails to obtain them in time for BT NYLOPLAST Ltd to be able to perform on the dates indicated in the confirmation of the contract, BT NYLOPLAST Ltd shall be entitled to terminate the contract as provided for in Article 10 above, even if the Customer's failure to do so is due to force majeure.
13 - Intellectual property
The Buyer may not register, directly or indirectly, any trade mark, trade name or sign (or any trade name or sign confusingly similar to the trade marks, trade names or signs of BT NYLOPLAST Ltd or its subsidiaries) belonging to BT NYLOPLAST Ltd or its subsidiaries without the prior written consent of BT NYLOPLAST Ltd.
14 - International rules on the interpretation of commercial terms
Unless otherwise expressly agreed, the commercial terms used shall be interpreted in accordance with the latest edition of the "Incoterms" published by the International Chamber of Commerce.
15 - Applicable law and dispute settlement
All contracts between BT NYLOPLAST LTD and the Customer shall be governed exclusively by Hungarian substantive law.
Any dispute arising out of or in connection with these contracts shall be subject to the jurisdiction of the ordinary Hungarian courts.
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Magyar: Általános Értékesítési Feltételei
English: General Conditions of sale