GTC

GENERAL TERMS AND CONDITIONS (hereinafter: GTC)

These GTC apply to the services provided by GIA-Hungária Trading and Installation Ltd. and regulate the procedure for concluding contracts between the parties, the technical conditions of the services and products forming the subject of the contract, the definition of the service content, as well as the cases of contract amendment and termination.

GIA-Hungária Ltd. provides the services specified in the separate contract concluded with the Client. Such separate contract is established by the acceptance of an individual order, as well as by the conclusion of a framework agreement and the acceptance of individual orders placed on its basis.

By concluding the contract or signing the order form, the contractual partner of GIA-Hungária Ltd. accepts the provisions of these GTC. The parties may jointly agree to deviate from the GTC. Unless otherwise provided by the contract governing the legal relationship of the parties, the provisions of the GTC shall apply even if the contract does not expressly refer to them. In the event of any inconsistency between the contract concluded by the parties and the GTC, the provisions of the contract shall prevail. In the event of any inconsistency between the framework agreement and an individual order, the provisions of the individual order shall prevail.

The General Terms and Conditions of GIA-Hungária Ltd. are effective from 1 August 2018 until withdrawal or amendment. Provisions introduced by later amendments to the GTC shall enter into force on the date of their publication on the website of GIA-Hungária Ltd. (www.gia.hu)

The issuer of these General Terms and Conditions is:

GIA-Hungária Trading and Installation Ltd. (short name: GIA-Hungária Ltd.)

Registered office and mailing address: 1165 Budapest, Újszász Street 45/b/z., Hungary

Tax number: 12006955-2-42

Company registration number: 01-09-367357

Website: www.gia.hu

Central email address: gia@gia.hu

Legal representative: Bálint Kótay, Managing Director

DEFINITIONS

Parties: Buyer and Seller jointly, or Client and Contractor jointly.

Order: the declaration of the Buyer/Client to purchase/request the Product/Service specified in the Order, the acceptance of which by the Seller/Contractor without modification, or its confirmation with modifications accepted by the Buyer/Client, results in the conclusion of a Contract between the Parties.

Client: the person who expresses their contractual intent to use the services of GIA-Hungária Ltd. by submitting an order to the Contractor.

Contract: the Order accepted by both parties, its annexes, and these General Terms and Conditions together.

Product, goods or service: the subject of the Contract, being a tangible asset with a specific identification defined in the Order, and/or the related service.

Certificate of Performance: a paper-based document signed by the authorized representatives of both parties certifying the proper completion of the Service.

Contractor: the provider of the Service who, by accepting the Order, undertakes to perform the Service and to fully comply with the conditions set out in the Order.

Contractor’s Fee: the consideration for the Service specified in the Order, stated in the currency defined therein. The Contractor’s Fee includes the costs specified and detailed in the Order. Unless otherwise provided in the Order, the Contractor’s Fee includes all ancillary and handling costs. Taxes (e.g. VAT) and other tax-type charges shall be indicated separately.

GENERAL TERMS AND CONDITIONS (GTC)

IN THE EVENT OF USING THE SERVICES OF GIA-HUNGÁRIA LTD.

These General Terms and Conditions (GTC) set out the contractual rules governing the relationship between GIA-Hungária Ltd. acting as Contractor and the Client, together with the conditions set out in the Order. If any contractual condition specified in the Order differs from the provisions of the GTC, the provisions of the Order shall prevail.

1. RULES FOR DETERMINING THE CONTRACTOR’S FEE

For Orders falling under the scope of these GTC, the Contractor applies uniform pricing principles, rules and methodologies when determining the Service fee. The Contractor shall state the Contractor’s Fee in HUF or EUR.

Upon the Client’s request, the Contractor shall provide a written price breakdown derived from the exact technical content, enabling the Client to verify compliance with the predefined requirements.

The price application shall clearly include the following data:

Contractor’s fee (net + VAT),

any additional costs charged separately, if any, itemized, net + VAT.

2. ACCEPTANCE OF THE ORDER, CONCLUSION OF THE CONTRACT

Based on a request for quotation submitted by the Client in writing or verbally following prior consultation, and duly signed on behalf of the company, the Contractor prepares a quotation for the Order.

Unless otherwise stated, the Contractor’s quotation shall be valid for 30 days from the date of communication to the Client; until that date, the Contractor shall be bound by the offer.

The Client accepts the quotation by returning the order confirming acceptance.

The Parties shall consider the provisions of the Order and the GTC accepted even if the Contractor does not confirm the Order within the specified time limit, provided that the Contractor performs the Service specified in the Order.

An Order shall contain at least the following information:

the Order number and date

the main details of the Parties (name and contact details of the Contractor, name of the Client, name and contact details of the person issuing the Order)

name and quantity of the Service

place of performance

deadline for performance

contractor’s fee (net + VAT)

name of the invoice recipient

invoice recipient address, if different from that of the Client.

3. PERFORMANCE, DELIVERY AND ACCEPTANCE

The Contractor shall provide the Service specified in the Order to the Client in consideration of the Contractor’s fee, exercising the expected professional skill and due care, in accordance with the accepted and confirmed Order.

The Client shall provide, in due time, the location and work area designated in the concluded contract as the place of performance. The Contractor excludes all liability for delays resulting from the Client’s failure to do so.

The Contractor also excludes liability for delays resulting from the Client’s failure to provide the information, data and documentation necessary for the performance of the contractual activity in due time.

The performance deadline means the performance date specified in the Order. The Client shall accept performance offered prior to the deadline, unless it infringes upon the Client’s material legal interests.

Delivery and acceptance of the performance shall take place upon notification by the Contractor.

The Client shall inspect the work at the time indicated in the Contractor’s notification and record any deficiencies, defects and warranty claims to be enforced in minutes.

Prior to acceptance, the Client is entitled to inspect whether the Service has been performed in accordance with the contract. Following the Contractor’s notice of completion, the Client shall verify that the subject of the Service has been completed and, in the event of full contractual compliance, shall accept the performance by duly signing and handing over the Certificate of Performance.

The Certificate of Performance may be signed by the authorized representatives of the Parties.

The Parties consider the payment obligation fulfilled upon crediting the transferred amount to the Contractor’s bank account.

The Contractor states that it assumes no liability for any indirect and/or direct damages (e.g. loss of profit, other damages) arising from the use of the Service.

4. OBLIGATIONS OF THE PARTIES

In the performance of the contract, the contracting Parties shall cooperate and promptly inform each other of all material data, facts and circumstances arising within their respective spheres of interest that may affect this contract.

The Contractor shall perform the undertaken Service professionally and in compliance with applicable laws, regulatory requirements, standards and regulations.

The Contractor undertakes to employ only appropriately qualified employees for the performance of the contract.

The Parties undertake to fully cooperate in the performance of the Contract and to inform each other of any circumstances that may endanger or hinder proper and timely performance.

The Parties shall exercise their rights and obligations arising from the Contract in good faith and shall seek to resolve disputes primarily through mutual agreement. The Parties shall endeavor to establish the closest and most flexible form of cooperation.

The Contractor shall comply with the Client’s written instructions relating to the performance of this contract and represent the Client’s positions, and shall not express any differing opinion to third parties.

In the course of its activities, the Contractor shall not act contrary to the Client’s explicit request or instructions. If the Contractor considers the Client’s instruction to be unprofessional and/or inappropriate, it shall notify the Client thereof in writing. If the Client maintains its position despite the warning, the Contractor shall proceed in accordance with the Client’s position, at the Client’s risk and responsibility.

The Client shall inform the Contractor in writing without delay, but no later than within 2 working days, of any changes or decisions affecting the subject work. Any damage arising from late notification, including damage affecting work already performed, shall be borne by the party causing the delay.

During the performance of the contract, the Parties shall hold consultations as necessary to discuss material issues, the preparation and organization of which shall be the responsibility of both Parties.

5. WARRANTY, GUARANTEE

The Contractor provides a warranty for the services performed by it under this contract. The warranty period is 1 year, but at least the period mandatorily prescribed by law. The warranty period begins on the date the service is accepted by the Client.

If the service (goods, product) is installed or provided as part of interrelated services (hereinafter jointly referred to as a complex service), the warranty period shall commence on the date the complex service is accepted by the Client.

The warranty shall be void if:

– the defect results from use other than intended or contrary to professional rules, or if the installed product or goods delivered during the service are modified, dismantled or damaged in any manner by the Client or a third party

– if the equipment, device or product was not repaired by the Contractor

– if the defect was caused by force majeure

– if the product, device or goods cannot be identified or do not match the identification stated in the warranty document

The warranty does not cover parts worn out due to normal maintenance-related wear and tear, or failures of installed equipment resulting from external influences.

6. INTELLECTUAL PROPERTY RIGHTS

All intellectual works created by the Contractor during the performance of the Contract (documentation, visual, audio or textual materials, developed software) shall remain the property of the Contractor, including in particular the rights of disposal and use. The Contractor grants the Client a non-exclusive, unlimited right of use in terms of time and territory for such intellectual works. The Contractor declares and warrants that the intellectual works created and delivered to the Client under this Contract are free from any third-party rights.

During the performance of the Contract, the Contractor shall only use copyrighted, patented or trademark-protected documentation, works, creations or products for which it holds valid usage rights, and such use shall be subject to the Client’s prior consent. Where necessary for the performance of this Contract, the Contractor shall ensure that the Client is granted unrestricted rights to use intellectual works created by third parties (e.g. software licenses). The Contractor assumes full legal and indemnification liability with respect to all intellectual works created during the performance of the Contract pursuant to this clause.

7. INVOICING AND PAYMENT TERMS

The Contractor undertakes to duly perform its obligations set out in this Contract and the Order. Following proper performance of its contractual obligations, the Contractor shall be entitled to issue an invoice in accordance with applicable laws and the provisions of the Contract and the GTC.

The currency of invoicing, settlement and payment of the Contractor’s fee shall be the currency indicated in the Order. The currency of the quotation shall correspond to the currency of settlement and payment of the Contractor’s fee. If invoicing is issued in a currency other than HUF, the Contractor shall also indicate the amount of VAT payable in HUF on the invoice in accordance with Sections 80 and 172 of Act CXXVII of 2007 on Value Added Tax.

In the event of faultless performance, the Client shall issue a Certificate of Performance and deliver or send it to the Contractor’s authorized representative.

The Contractor may invoice the agreed Contractor’s fee upon receipt of the Certificate of Performance signed by the Client. The Contractor shall submit the invoice issued in the name and address of the Client in two copies, together with the signed Certificate of Performance, by post to the Client’s invoicing address.

The Certificate of Performance shall form an annex to the invoice. The Client shall settle the invoice amount issued in full compliance with applicable laws by bank transfer within the deadline specified in the Order, calculated from the date of receipt at the Client’s invoicing address. If the due date falls on a public holiday or bank holiday, the Client may perform payment on the next working day.

The costs of the sending bank shall be borne by the Client, while the costs charged by any other bank involved in the transaction (correspondent and beneficiary banks) shall be borne by the Contractor. If the last day of the payment deadline falls on a public holiday or bank holiday, the Client may perform payment on the next working day.

If the invoice does not comply with this Contract or applicable legal requirements, the Client shall request rectification of deficiencies from the Contractor in writing within 8 days of receipt of the invoice. In such case, the contractual payment deadline shall commence on the date the deficiencies are fully remedied. After expiry of this period, the Client shall no longer be entitled to invoke formal defects and shall be obliged to pay the invoice upon acceptance.

If the Party obliged to pay under the Contract fails to fulfill its payment obligation by the due date, it shall be in default and shall be obliged to pay default interest to the other Party on the overdue amount for the period of default, i.e. from the first day of default until the date of actual payment, at a rate equal to the central bank base rate +4%.

The defaulting Party shall pay the accrued default interest within 8 days of receipt of the written notice from the Party entitled to the interest. The amount of default interest shall be calculated by the Parties on the basis of a 360-day year, taking into account the actual number of days elapsed.

Default interest shall be paid in the currency of the amount on which the default interest is based.

8. CONFIDENTIALITY

The Parties declare that any data or fact that comes to their knowledge in any manner in connection with the conclusion and performance of this Contract, relating to the other Party and its activities—including, but not limited to, the existence and content of this Contract—shall be deemed business secrets and may not be disclosed to third parties, made accessible, or used for purposes other than the performance of this Contract.

This provision shall not apply to information disclosed by the Client to third parties providing financial-accounting, legal, HR, insurance, supplementary financial or debt collection services under the Contract, nor to information disclosed to an assignee in the event of assignment of claims arising from the Contract, insofar as such information is necessary for the conclusion and performance of the assignment agreement, or to information required to conclude and perform agreements related to financial security required under the Contract.

The confidentiality obligation shall not apply to the following information:

• information that is publicly available or becomes public in the future without fault of the receiving Party, or
• information that can be proven to have been known to the receiving Party prior to the entry into force of the Contract, or
• information disclosed to the receiving Party by a third party not bound by a confidentiality obligation towards the disclosing Party, or
• information whose disclosure is required by law, stock exchange rules or an authority, to the prescribed extent and scope.

In performing its obligations under this Contract, the Contractor shall treat as confidential any data or information received from the Client or otherwise obtained, as well as any documents created in connection with the performance, and may disclose such information to third parties only with the Client’s prior written consent.

This confidentiality obligation shall remain in force irrespective of the termination of the Contract for any reason and shall survive for 5 years following termination.

9. TERM OF THE CONTRACT

The Contract shall enter into force upon acceptance in accordance with the provisions of the Order and the GTC and shall remain effective until proper contractual performance.

10. AMENDMENT OF THE CONTRACT

The Contract may be amended only in writing and in hard copy, unless the Parties have agreed on the possibility of electronic amendments. Changes in the Parties’ data registered in the company register (in particular name, registered office, representative, bank account number), as well as changes in the organization involved in the conclusion and performance of the Contract or in the contact persons, shall not constitute an amendment of the Contract. The affected Party shall notify the other Party of such changes either in advance in writing with 10 days’ notice or within 10 days following the occurrence of the change, depending on the circumstances.

GIA-Hungária Ltd. excludes any liability arising from failure to notify or late notification of the above data changes.

The Client is entitled to terminate the Contract in writing with 30 days’ notice, without obligation to provide reasons.

The notice of termination shall be delivered to the Contractor in person or by registered mail with return receipt.

In the event of termination, the Parties shall settle with each other the services provided up to the effective date of termination and the corresponding contractual financial consideration.

Upon occurrence of the events set out in this clause, if the pre-contractual state can be fully restored, the Client shall be entitled to withdraw from the Contract with immediate effect without compensation; if such restoration is not possible, the Client shall be entitled to terminate the Contract with immediate effect without compensation, in particular if:

1. a) the Contractor breaches its confidentiality obligations under the Contract, or
2. b) the Contractor, by its statements or conduct, infringes the Client’s good reputation or business integrity, or
3. c) the Contractor fails to meet the performance deadline specified in the Contract, or
4. d) the Contractor repeatedly or, in the Client’s judgment, seriously breaches its contractual obligations not separately specified above, or
5. e) the Contractor has overdue liabilities exceeding 30 days in an amount of at least EUR 1,000, or
6. f) the Contractor becomes insolvent or liquidation proceedings are initiated against it.

The notice of withdrawal or extraordinary termination shall be delivered to the Contractor in person, by courier or by registered mail with return receipt. In the event of withdrawal by the Client, the Parties shall return to each other the services provided up to the effective date of withdrawal and the corresponding contractual financial consideration, and restore the pre-contractual state.

In the event of extraordinary termination by the Client, the Parties shall settle with each other the services provided up to the effective date of termination and the corresponding contractual financial consideration, including any breach of contract and its consequences.

In the event of withdrawal or extraordinary termination, the Client reserves the right to enforce its rights arising from breach of contract, including the right to claim compensation for damages.

11. FORCE MAJEURE

Failure by either Party to perform its contractual obligations due to circumstances beyond its control (force majeure) shall not constitute a breach of contract. Force majeure events shall include unforeseeable and unavoidable circumstances beyond human control (e.g. war, earthquake, flood, fire, terrorist act, etc.) which are independent of the Parties’ will and directly prevent the affected Party from fulfilling its contractual obligations.

Contractual deadlines shall be extended by the duration of the force majeure event. If the force majeure situation lasts longer than 30 days, the Parties shall consult on a possible amendment of the Contract. If such consultation does not lead to a result within 10 days, either Party may terminate the Contract with immediate effect, even if it would otherwise not be entitled to do so under the governing law or the Contract, and the Parties shall promptly settle accounts in accordance with the rules on impossibility of performance.

The Parties shall inform each other in writing without delay of any imminent or occurring force majeure event and its expected duration. Any damage resulting from delayed notification of an imminent or occurring force majeure event shall be borne by the Party responsible for the delay.

12. NOTICES

Communication between the Parties may take place verbally (in person or by telephone) and in writing (email, letter); however, any agreements affecting task execution must in all cases be recorded in writing (email or letter) within 2 working days.

The Client shall notify the Contractor in writing within 2 working days if it does not agree with the recorded agreement in any respect. If no such notification is made within 2 working days, the Contractor shall continue its work in accordance with the agreement.

12.1. Notice by registered mail with return receipt

If the Contract requires service of a legal notice by registered mail with return receipt and the addressee Party fails to accept the registered letter sent to the notification address specified in this Contract or, failing that, to its registered office, service shall be attempted again. If the repeated delivery is unsuccessful, the letter shall be deemed delivered on the 5th (fifth) day following the repeated dispatch.

12.2. Notice by electronic mail (email)

The Parties agree to notify each other of information related to the performance of the Contract via electronic mail. Statements made by email shall be deemed written statements, except for the Certificate of Performance, which must be executed in hard copy with authorized company signatures.

The contact persons and their email addresses are specified in the Order.

Any notice sent electronically by email by the contact persons specified in the Order shall be deemed delivered one working day after sending, even without confirmation of receipt.

Contractual notices sent electronically by email reach the Contractor and the Client without corporate signature or substitute identification, which the Parties acknowledge and accept as valid unless proven otherwise.

With respect to emails created in accordance with the rules of the Contract, the Parties may not claim before courts or authorities that such emails do not meet the requirements of written documents issued in the company’s name, except where their use was demonstrably fraudulent or otherwise unlawful.

In the event of a dispute regarding the sender of an email or its content, the burden of proof shall rest with the sending Party to demonstrate that the email was not sent by the person indicated as sender or with the content received.

The Parties declare that the email communication system used is considered secure and appropriate at the time of signing the Contract, and they undertake to promptly inform the other Party if they become aware of any threat to the system’s security. They shall be liable for damages arising from delayed notification.

The Parties expressly state that the Contract may not be amended or terminated by email.

13. REFERENCE

Each Party shall be entitled to refer to the Contract and its cooperation with the other Party as a reference if expressly requested by a third party in connection with tenders, public procurement procedures or contract negotiations. Within the scope of such reference, the Client hereby accepts that GIA-Hungária Ltd., as Contractor, may disclose the existence of the concluded Contract and its subject matter (including the type of goods or services and their quantity) to third parties for reference purposes, without requiring further written consent.

14. GOVERNING LAW

The Parties agree that all matters governed by this Contract—including its validity and all contractual terms, declarations, agreements and obligations—shall be decided in accordance with Hungarian law.

15. JURISDICTION

The Parties shall attempt to resolve any disputes arising out of or in connection with this Contract amicably. For disputes that cannot be resolved amicably, the Parties agree to the exclusive jurisdiction of the Budapest District Court of the IV and XV Districts for matters falling within its jurisdiction under the applicable Code of Civil Procedure. In all other cases, disputes shall be resolved before the competent court having jurisdiction under the applicable Code of Civil Procedure.

16. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the Parties regarding the subject matter of the Contract. Upon conclusion of this Contract, all prior oral or written negotiations and agreements relating to the same subject matter shall cease to have effect. The Contract shall not include any practices observed by the Parties in their previous business relationships, nor any practices developed between them, nor any customs widely known and regularly applied by parties to similar contracts in the relevant industry.

17. ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS

The Client’s general terms and conditions shall not apply to Contracts concluded on the basis of these GTC.

The Client hereby acknowledges and declares that it has reviewed and expressly accepted the General Terms and Conditions as binding. The Parties consider the wording of the General Terms and Conditions to be clear and understandable. They acknowledge that the content of the General Terms and Conditions does not violate the requirement of good faith and consider its provisions justified.

By signing the Order, the Client acknowledges that the Contractor is entitled to unilaterally amend the General Terms and Conditions, provided that the Contractor gives appropriate written notice prior to the entry into force of the planned amendment. If the Client does not submit a written objection to the amendment within 15 days, the amendment shall be deemed accepted and shall become part of the Contract.

The GTC can be downloaded here.