MALAGROW Kereskedelmi Kft. / MALAGROW Trading Ltd.
Registered seat: 2740 Abony, Mária T. út 2940/5 hrsz
Place of business: 5000 Szolnok, Újszásziút 38.
Company registration no.: 13-09-117502
Tax ID: 11507941-2-13
MALAGROW Kft.’s GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALES (GTCDS)
1/ Application of these GTCDS:
These GTCDS shall mandatorily apply to all quotes, agreements to be concluded by and between Malagrow Kft. (hereinafter: the Seller) and the Purchaser (hereinafter: the Buyer) unless the Seller and the Buyer have signed a separate agreement. The terms and conditions of any separate agreement shall only apply to points that the parties have specified in writing. All other conditions shall be governed by these GTCDS. The delivery or general terms and conditions that the Buyer may have are excluded from these terms and conditions.The lack of knowledge about or the ignorance of the general terms and conditions shall not excuse the Buyer of its obligation to comply with them. By conveying the purchase order verbally or in writing, and by taking over the goods or the invoice, the Buyer acknowledges that it is familiar with the general terms and conditions and accepts them as binding for itself, and accepts them to be valid for further deliveries and business relations too.
2/ Offers and prices, packaging
The Seller reserves the right to price changes, but will announce all extraordinary price changes at the time an order is submitted. The quote given by the Seller does not create any obligation and is valid for five days from the date of the quote.The prices specified inthe quote are exclusive of the VAT. The Seller’s price list includes prices exclusive of the VAT. When a new list is published, the previous prices will automatically cease to apply. The prices given inthe price list pertain to products of standard quality, standard manufacturing and packaging. The costs of non-standard manufacturing, packaging and handling shall be borne by the Buyer.Invoicing shall be based on the prices valid on the day of delivery and takeover. This rule also applies to pre-orders. The Seller sells its products in packaging manufactured at its own costs. The costs of packaging for delivery and the wrapping fee shall be borne by the Buyer.
3/ Handling and delivery terms and conditions:
Acceptance of the delivery orders assumes standard handling and supply terms and conditions.If the Seller has a justified reason to claim that the usual handling, manufacturing and supply terms and conditions have changed, the Seller is not obliged to deliver the given product. However, the Seller shall make all efforts to provide a replacement product similar to the original product in terms of quality and quantity.In such cases the Buyer is not entitled to claim any damages.The products shall be shipped from the Seller’s place of business at the Buyer’s cost and risks.If the Buyer commissions the Seller to deliver the products, the Seller shall choose the most reasonable shipping method at its own discretion.The Buyer shall bear the costs of the Seller’s special procedures.The delivery deadline shall be the one agreed when the order is submitted. The Seller shall notify the Buyer about any delay in delivery, in which case the Buyer is entitled to cancel the order without any legal consequences; in such an event the Buyer is not entitled to raise any claim against the Seller.If the order calls for non-standard packaging, the Seller has the right to deliver standard goodsclosest to the ordered ones. The Seller is entitled to deliver the ordered quantities in batches different from those specified in the order, but similar to them in terms of characteristics, size, number or weight. The Seller is entitled to deliver and invoice the goods in instalments. The ordered goods shall be deemed delivered after being transferred to the Buyer’s hauler, and the Seller shall not be held responsible for delays and risks of haulage. Any goods delivered can be returned within maximum seven calendar days from delivery, exclusively in undamaged, clean and original packaging, at the Buyer’s costs.In case the goods are returned, in the absence of a separate agreement up to 75% of the invoiced and paid amount can be refunded (return price policy).
The goods transferred by the Seller will remain in the Seller’s ownership until the purchase price is paid in full. (Reservation of ownership).In case of reselling, the Buyer shall obtain acknowledgement of this condition from its own buyer; however, this will not affect the Buyer’s responsibility.Buyers (including the Buyer’s buyers) are not entitled to pawn or encumber the products under any legal title. Nor are they entitled to accepts claims pertaining to these products.
Payment for the goods shall be made immediately, or within eight calendar days from the invoice date in the absence of a separate agreement, or by the payment deadline indicated in the invoice.Payment can be made in cash in the Seller’s official premises, or via bank transfer to the Seller’s bank account. In case of late payment the Buyer shall pay a default interest equalling twice the current basic interest rate of the central bank. In case of the Buyer’s liquidation, insolvency, late payment or non-payment, all of the Buyer’s debts become immediately overdue and receivable; in such cases the Seller is entitled to cancel any agreement with the Buyer without the obligation to pay damages and other legal consequences.If the Parties agree on payment in instalments, and the Buyer misses a deadline, the remaining amount becomes immediately due and the legal consequences of late payment shall apply.A difference of opinion between the Buyer and the Seller, or a complaint lodged by the Buyer shall not entitle the Buyer to postpone payment or deduct any amount from the invoiced amount under any legal title.In case of the Buyer’s liquidation or insolvency the subsidiaries or other affiliated companies or parent companies linked to the Buyer through its ownershall stand surety for the Buyer’s debt irrespective of their organisational form.If the Buyer fails to meet one or more of its obligations, and a collection procedure is launched, all costs of the collection procedure – in or out of court – shall be borne by the Buyer.If the Buyer is late with payment for the goods, the Seller is entitled to transfer the Buyer’s personal details – if the Buyer is a natural person – to a debt management company for the collection of any outstanding debt.
The personal details to be transferred include the following: details required for the personal identification of the Buyer; contact details required for debt management (address, e-mail address, telephone number); details necessary for the identification of the debt.
The Seller assumes no responsibility for delivery shortcomings caused by a third party (including the Seller’s own delivery agent), unless such shortcomings can be attributed to the Seller’s actionable conduct. The Seller shall be held liable for any damage claim only if the Buyer reports the damage in accordance with Section 8.The damage claim must include information that allows the Seller or a third person to investigate the merits of the case.The Buyer has the obligation to mitigate the damages in relation to any claim that it may bring against the Seller. In case the Buyer submits a justified and rightful damage claim the Seller can be made liable to pay damages only up to the invoiced value of the objected product. The Seller shall not be held liable for other damage, including unrealised return or profits. The Seller hereby excludes all liability for such cases.
7/ Use and guarantee:
The Seller hereby declares that to the best of its knowledge, the goods it delivers comply with the relevant product description. However, the product descriptions are not identical with the guarantee specifications, therefore they cannot be regarded as comprehensiveinformation. The Seller shall assume no responsibility for whether or not the product meets the Buyer’s objectives and expectations.The product’s characteristic data that the Seller may supply pertain to the given testing time and date, as well as the given circumstances.The Buyer’s circumstances (such as local conditions, technology, climate, etc.) can significantly differ from the testing conditions available on the Seller’s premises.All of the Seller’s responsibilities will cease when the Buyer or a third party uses the product inappropriately, or processes, treats, converts, repackages or stores the product in violation of the requirements.
8/ Reporting deficiencies, complaints:
The Buyer shall inspect the goods at the time of delivery or as soon as possible thereafter, and shall confirm whether or not the Seller has delivered the goods specified in the contract, and whether or not the quantity and quality thereof comply with the contract. In the absence of a separate agreement it shall confirm that the goods comply with the usual standards, or in the absence of standards, they are fit for the usual purpose of use and trade. The Buyer shall report any possible deficiency or complaint to the Seller within five days from delivery, in writing, in a letter sent by registered mail, with reference to the bank account number and the identification number. If the Buyer does not submit a report within five days, the Seller shall be exempt from all obligations; this deadline is a term of preclusion. If the Parties disagree on the identity of the goods, the complainant can request an official, independent quality check. The costs of sampling or of the identity check performed shall be borne by the party found at fault by the result of the investigation. The result of the investigation shall be binding for both Parties, but will not affect their right to file any dispute arising from the investigation to the authority specified in Section 12.
9/ Information supply:
The written and verbal information given by the Seller (promotional materials, images, product descriptions, newsletters, advice, publications, catalogues, technologies, recommendations, suggestions for use, etc.) are for general informative purposes only irrespective of their nature. They are based on experimental results and experimental user experience. They cannot be regarded as comprehensive information and are not identical with the guarantee specifications. The information source to be taken into account shall always be the Seller’s latest written publication.The actual results of use and production can differ significantly depending on the conditions of use and production, wherefore the application of the information given in the information leaflets and promotional materials to the local conditions is the Buyer’s responsibility and risk. The Buyer must decide at its own risk whether such information can be used in its own or in the local conditions.
10/ Use of trademarks and brand names:
The Buyer shall not use brand names, trademarks and logos that the Seller uses to distinguish its own products from the products of other companies. The exception to this rule is goods purchased by the Buyer in the Seller’s original packaging. In case the product distributed by the Seller is further processed or modified, the Buyer or the Buyer’s buyer shall not use the Seller’s brand names and other logos for the products so created, unless they have signed a separate agreement on that.
11/ Force majeure:
Circumstances that hinder or prevent, or significantly hinder or prevent the performance of the agreement and are beyond the Seller’s control, shall be regarded as force majeure events. Such events shall include strikes in the Seller’s own plants or in the suppliers’ plants, the general shortage of the necessary materials, general delivery problems, unforeseeable extreme weather and other conditions at the Seller’s or the Seller’s suppliers, and other external factors that seriously hinder the Seller. In the case of force majeure events the Seller shall notify the Buyer as soon as possible. Both parties have the right to cancel the agreement if the force majeure event lasts for more than two months.In such a case the Seller cannot be forced to pay any damages; the Seller excludes this responsibility.
12/ Dispute settlement:
Unless the contracting parties have agreed on an arbitration procedure, the County Court of Jász-Nagykun-Szolnok county and the City Court of Szolnok – having territorial jurisdiction over the Seller’s registered seat – will have exclusive jurisdiction to resolve any dispute between the Parties, irrespective of their competence. Should a section or provision of these GTCDS become invalid due to a subsequent legal regulation, it must be replaced with the most similar relevant legal regulation in force. If necessary, the Parties shall approve the wording of the new regulation in the framework of a reasonable agreement or negotiation. Other provisions of theseGTCDS that are unaffected by the new legal regulation shall remain in force unchanged.
13/ Governing law:
All agreements between the Seller and the Buyer shall be governed by the law of the country in which the Seller’s seat is situated.If the Seller’s and the Buyer’s seats are in different countries, in addition to these GTCDS the terms and conditions of the Vienna Convention(United Nations Convention on Contracts for the international Sales of Goods) shall also be governing if they are not different from these GTCDS and are not contradictory to the laws of the Seller’s country.
14/ Governing legal regulations:
In issues not regulated in these General Terms and Conditions the provisions of the Civil Code shall apply.