General Delivery Terms

I. Opening Provisions

1. The conditions detailed in the following form an integral part of any sales and delivery contracts to be concluded with INOX SERVICE HUNGARY Kft. (hereinafter: ISH). This material contains the supplementary parts of any cooperation between the Buyer and ISH, which ISH conditionally places in addition to the statutory requirements and the general professional customs. Any deviation from this is only possible with the prior written consent of the ISH.
2. The fundamental terms for any cooperation with the ISH are the acceptance of the General Delivery Terms (hereinafter: GDT). These GDT are binding for all buyers to whom ISH sells goods or services.
3. The products which are the subject of ISH trading are manufactured individually and are customised according to the requirements of the Buyer. The Buyer accepts that the reuse of these products or their placement in another manufacturing process cannot be resolved by ISH.

II. Basic Contractual Terms

1. ISH accepts requests for quotations and orders both in writing and by phone on a continuous basis and will reply to these within maximum of 1 working day.
2. Any quotation sent by ISH is without obligation and – unless any disposal states otherwise - is valid for 7 calendar days following dispatch.
3. ISH retains the right for intermediate sales and for the unilateral withdrawal of any offer until such time as it confirms the order to the Buyer in writing signed with the corporate signature.
4. For a regular valid order the Buyer is obliged to return to ISH the quotation previously sent by ISH - within the deadline stipulated in the quotation – signed in the company manner.
5. In the first instance of making commercial contact the Buyer is obliged to supply ISH with a certificate of incorporation and the registered sample signature of the person authorised to sign for the company or in the case of a representative, the regular authorisation document, by no later than placing the order.
6. The Buyer is obliged to inform ISH in writing of any changes in his data by no later than placing the subsequent order. In the event that the lack of supplying this information affects the contractual completion (eliminates it or makes it impossible) the Buyer cannot file a founded claim against ISH.
7. In the event that the Buyer withdraws from the order, he is obliged to pay ISH 100% contractual failure penalty for the partial or fully manufactured goods. In this case ISH is entitled to supply the Buyer with an invoice made out for the sum of the above who is obliged to pay it by the due date.
8. At the time of placing the order and when accepting the goods the Buyer cannot be in the process of bankruptcy or liquidation. The Buyer declares that at the time of signing the contract he is not being threatened by insolvency and he will pay for the ordered goods when payment is due. Buyer’s representative accepts that that in the event of any false declaration made concerning the above he is obliged to pay for the expenses/damages incurred by ISH. Violation of this point is deemed to be severe breach of contract.
9. All information concerning prices is confidential. The Buyer undertakes that whilst under a contractual relationship with ISH he will not divulge any information gained by him to any unauthorised third party and in particular not to any company engaged in similar or identical economic activities as ISH. In the event that an unauthorised third party as above gains knowledge of prices and delivery terms and provably ISH looses an order as a result then ISH is entitled to claim against the violator of this point of the GDT to the extent of the occurred damage.

III. Delivery contract (hereinafter: Contract)

1. Conditions validating a contract:
   1. Buyer signs in the company manner and returns the quotation sent by ISH to ISH.
   2. ISH sends the Buyer confirmation of the order in writing and signed in the company manner
2. The Contract takes effect on written confirmation of the Buyer’s order.
3. The parties can only modify the effective Contract in writing and by mutual consent.
4. The Contract must stipulate the exact name and price of the product and/or service, the reference number or order number, the standard specification numbers for the cuts, in the case of profiled work pieces the relevant drawing number, the required technical certification, the delivery deadline, the method and conditions of delivery and of payment.
5. Unless otherwise stipulated ISH will implement the plasma cutting of the work pieces to EN ISO 9013/2nd class tolerance limit (cutting tolerance table No. 7.), with an asymmetric „-0/+” cutting tolerance setting.
6. In the event that the Buyer has any late payment due to ISH, then ISH is not obliged to complete according to the Contract. Once the Buyer has paid all of his debts the ISH undertakes to deliver the goods as per the Contract, whilst the deadline for the goods will be extended by the time elapsed between the start of the debt and full settlement thereof.

IV. Delivery of the goods

1. The goods are delivered on lorries by road.
2. The Buyer is entitled to resolve the transportation within his own jurisdiction at his own expense, he is however in this instance obliged to inform ISH of this fact in a provable manner.
3. The Contract will be deemed to have been concluded once ISH has delivered the goods to the destination defined in the Contract or once the Buyer has been notified that the goods are ready for transportation. The Buyer is obliged to ensure transportation of the goods within 3 workdays from the date of the notification. The ordered goods will be handed over to the employee of the Buyer or a person authorised by him after he has signed for it or stamped the invoice with the company stamp. ISH is not obliged to examine the authorisation of the person taking over the goods. ISH will safeguard any goods which are not transported by the Buyer, at the Buyer’s expense and risk (daily storage rate: 0.2% of the gross purchase price of the goods) for a maximum period of 14 calendar days. In the event that the Buyer does not take the goods away within 14 calendar days following notification then ISH can terminate the contract and can hold the Buyer liable for any damages thus incurred.
4. ISH reserves the right to retain further deliveries of goods to a Buyer until the complete settlement of demands due to him providing he has given the Buyer written notification of this. Such action on behalf of ISH will not be considered as delay in delivery of the goods and does not establish the Buyer‘s right to contractual penalty claims or to damages or to withdraw from the Contract.

V. Retention of Title

1. The ownership rights to the ordered and accepted goods are transferred to the Buyer upon full payment of the purchase price.
2. ISH retains title to the delivered goods until the Buyer settles all his due debts in full. The Buyer accepts that until the full settlement of the purchase price the goods delivered into his possession classify as foreign objects which he is obliged to safeguard until such time as the purchase price has been paid in full. In the case of breach of contract due to the Buyer’s conduct, he cannot lay claim to payment of expenses incurred during his safeguarding liability. He has total financial liability for deterioration in the consistency of the goods during his safeguarding liability.
3. In the case whereby the Buyer is late with the purchase price settlement to ISH whilst having the goods owned by ISH, then ISH is entitled to enter the headquarters or the site of the Buyer and to have all the information concerning such goods.
4. In the event that the condition referred to in point II.8.of this GDT prevails ISH is entitled to receive all income of the Buyer deriving from sale of goods without the transfer of title to the extent of the value of the total demands of ISH until the full settlement of buyer’s debts. ISH can choose whether to request the signing of an assignment contract instead of applying the legal consequences set out in point II.8. In this case the debtor to the Buyer can only settle with ISH payment based on the assignment contract concluded with him and the Buyer can only demand a transfer from such debtor to the account of ISH. The Buyer undertakes the obligation to sign an assignment contract in this case.

VI. Price and Payment Terms

1. The agreed price does not contain value added tax.
2. The prices quoted by ISH are meant at the completion site stated in the Contract.
3. In the absence of agreed conditions for payment or default interest stipulations the applied payment deadline is 30 calendar days from the date of the invoice, and the extent of default interest is twice the base rate of the note-issuing bank.
4. ISH retains the right to tie the completion to the condition of advance payment, or to demand a surety in addition to the rulings defined in this GDT.
5. If a condition of payment in the Contract stipulates payment in advance, the Buyer will pay the purchase price based on the advance invoice issued by ISH.
6. The Buyer will pay the purchase price based on the invoice issued by ISH. The invoice will be deemed to have been paid once the bank has credited the sum to the account of ISH. All bank charges in respect of the transfer of the purchase price will be borne by the Buyer. Failure to pay the purchase price is a severe violation of the Contract. In the event that the Buyer does not settle the price of the ordered and delivered goods within the deadline stipulated in the contract and at the same time has not raised any complaints within the deadline stipulated in point VII., then ISH can regard this as a breach of the contract according to point II.8.
7. ISH trades with goods made from imported materials, the domestic Hungarian forint price of which depends on the prevailing foreign exchange rates. The payment in HUF of any invoices made out in a foreign currency is acceptable by the written consent of ISH. When calculating the exchange rate the noted and due foreign exchange sales rate of the MKB Bank exclusively, on the day of transfer are decisive as the basis for the calculation.
8. In the event that the Buyer is late settling the amount of the invoice, settles it after the completion deadline on the invoice and ISH did not give the Buyer prior consent to late completion then payment for the value of the subsequent order must exclusively be made in advance or in cash.

VII. Goods Defects and Claims

1. The quantitative and qualitative acceptance of the goods happens at the site of completion.
2. The buyer is only entitled to make subsequent complaints following the acceptance, if these were not ascertainable by observation or without opening the packaging.
3. The Buyer must give ISH written notification immediately, but by no later than 3 workdays following the acceptance of the goods in respect of any complaints regarding quantity deviation or quality. Any complaints to ISH must comply with the format prescribed for the order. When reporting the errors certifications and evidence must be presented to show the right to make the claim and the filled in minutes of the complaint must also be sent. Otherwise the right of the Buyer to make a complaint will lapse.
4. In the case of discovering quantity differences and damage to goods during haulage, the Buyer must send ISH the original copy of the minutes of the acceptance of goods signed by the contractual carrier and the Buyer.
5. Damaged and claimed goods must be stored separately from other goods, retaining their original state. In the event that the Buyer has begun to work the goods under complaint or begun to install them then his demand to make a claim becomes void and it is at the risk and the liability of the Buyer. In this case the Buyer cannot lay claim to compensation or replacement spare parts.
6. ISH will bring a decision about accepting the complaint within 5 workdays.
7. Prior to the meritorious examination of any claim ISH stipulates as a condition on site negotiations between the authorised representatives of both parties having full powers to bring decisions. In the event that the Buyer does not make this possible ISH can reject the claim without a meritorious examination.
8. In the event that the fault of the goods or the missing quantity exists and is declared in the official manner ISH at their own expense and according to their own choice will repair the fault or will provide new and faultless exchange goods within a reasonable deadline. In addition to the above ISH is entitled to correct the fault (with the Buyer’s consent) by providing a discount. Subsequent to the settlement of the claim the Buyer is obliged to return the faulty goods to ISH.
9. Any announced objection or complaint or the duration of the examination thereof cannot form the basis of refusal to pay the amount due for the goods.

VIII. Guarantee and limitation of liability

1. The raw materials used during the cutting to size and the chopping process or are sold are purchased by ISH exclusively from certified suppliers, who in all cases have technical certifications issued and guaranteed by the manufacturer.
2. ISH is liable for the quantity and quality conditions defined in the confirmation of the order. The guaranty liability of ISH only extends to the invoice value of the delivered goods.
3. ISH does not accept any liability for any direct or indirect damages occurring as a result of the professional lack of knowledge on the part of the Buyer, his inexperience in the matter or any references to demands made later which were not prescribed or stipulated previously as a condition for delivery or completion.

IX. Closing Provisions

1. The ISH is not liable to pay the Buyer’s damages if it is proven that the failure to meet their obligations was due to the result of unforeseeable, irrevocable and extraordinary circumstances (hereinafter referred to as "Force Majeure") which could not be predicted at the time of signing the Contract, nor could they have been prevented, avoided or deferred.
2. “Force Majeure” circumstances prevail in the event of:
   
   1. Declared or undeclared war, civil war, insurgency and revolution, pirate acts, and sabotages,
   2. Natural disasters,
   3. Explosions, fires, destruction of machines, manufacturing and other facilities,
   4. Any boycott, strike, and embargo, occupation of factories and plants (at the site of the seller, the manufacturer, or their subcontractors etc.),
   5. Intervention of state authorities.
3. ISH must inform the Buyer of the fact of "Force Majeure" and its consequences immediately, without delay.
4. Exclusion of responsibility will only be effective during a period of “Force Majeure” and during its consequences. If the “Force Majeure” prevents ISH from meeting the conditions of the Contract it is entitled to extend the delivery term of the goods to a logical deadline. If the “Force Majeure” circumstances last over two months, either contractual Party hereof has the right to rescind the Contract or any parts thereof, without the possibility of further compensation claims.
5. The Parties will endeavour to resolve any disputes in connection with this agreement or with the transportation and payment, through adjustment negotiations by peaceful settlement and only if this is unsuccessful will the Parties initiate any legal procedures. They order in settling any legal disputes the application of the financial and procedure law of the Hungarian Republic.