General Terms and Conditions - PWENT

General Terms and Conditions

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PWENT Kereskedelemi és Szolgáltató Kft.

1. General
1.1 All quotations, orders and acceptances shall be interpreted in accordance with these General Supply and Sales Terms and Conditions (hereinafter: Conditions).
1.2 The quotations of the Pwent Trading and Servicing Ltd. (hereinafter: Seller) are due and valid – unless otherwise stated in the quotation – for 30 days from their date. The acceptance of a quotation itself does not create a binding contract.
1.3 Seller’s authorized representative’s written acceptance is required for all orders to arise a contract. Unless otherwise is agreed in writing, all accepted orders shall be interpreted in accordance with these Conditions.
1.4 Only interpretations and statements may be taken into consideration concerning Seller’s goods which were given or confirmed by Seller’s authorized representative. Seller does not take any responsibility for damages arisen from any breach of the written above.
1.5 All orders and contracts arisen from the acceptance of them may only be amended in writing jointly by the parties.
2. Price, payment
2.1 Price means the net selling price that is included in Seller’s acceptance. The price is confidential information that shall not be revealed to third parties. The ordered goods and services related to them are invoiced, according to the order using the VAT-rate of the date of fulfillment.
2.2 Sellers acceptance contains the conditions of payment – according to the agreement of the parties. All payments shall be made without any deduction or set-off whatsoever.
2.3 Seller reserves the right to cancel any further supplies and to charge Buyer with a yearly 20% interest in the case of a payment delay.
2.4 Seller is entitled to demand partial or full payment for the goods to fulfill or continue the shipment.
3. Delivery
3.1 Delivery shall be made in accordance with Seller’s acceptance.
3.2 If an order is accepted on basis that delivery be at some place other than Seller’s premises – if otherwise is not agreed – delivery shall be made by the Seller. Seller reserves the right to charge extra transport, insurance and other costs for goods requiring expedition or special risk.
3.3 Where drawings, specifications or other information or data or accessories are to be supplied, Buyer shall supply the same in sufficient time to enable Seller to deliver the goods and carry out any services in respect thereof. If not so supplied Seller may rescind the contract without liability whatsoever and Buyer shall pay for all costs incurred in respect of the order up to the date of rescission.
3.4 If Buyer fails to provide the information to enable delivery to occur or shall otherwise cause or request a delay in delivery of the goods, Buyer shall pay all storage, insurance, transportation and other relevant costs incurred as a result thereof including the costs of suspending or canceling any further contracted deliveries.
3.5 In the case of delivery by installments these Conditions shall apply with appropriate amendments to each installment delivery. Seller is entitled to tender an invoice for each installment which shall be paid by Buyer in accordance with Section 2.
3.6 Delivery to a carrier or to any person, firm or company, on the Buyer’s behalf shall constitute delivery to the Buyer. Signature of the delivery note by an agent employee or representative of the Buyer shall be conclusive proof of the delivery of the goods.
3.7 Buyer acknowledges and accepts that if the date of the delivery of Seller is set according to the delivery date given by the manufacturer which is not affected by Seller’s intentions and such deadline is missed by Seller because of a reason of which manufacturer is responsible…
3.8 In case of in one week after the Seller’s notice that the Buyer can take over the ordered products Buyer does not do so Seller has the right to invoice the products to the Buyer.
4. Shortages, damaged goods, loss in transit
4.1 Buyer shall make all claims in relation to goods damaged awaiting transit or in transit, shortage or non-delivery in writing immediately to Seller and the carrier.
4.2 The goods in respect of which any claim of damage or shortfall is made must be preserved intact (including packing) and let Seller and the carrier inspect them.
5. Risk and title
5.1 Risk in the goods shall pass to Buyer upon delivery. Where delivery is withheld or delayed by reason of any default of Buyer risk shall pass to Buyer at such time that Seller would have delivered had such withholding or delay not occurred.
5.2 Title to the goods shall remain with the Seller until such time as Seller shall have received payment in full and until all other due payments are settled.
5.3 If it is expected that Buyer will not be able to fulfill its obligation (which expression includes any failure to pay Seller on due date and the opening of any bankruptcy proceedings against Buyer), Seller shall be entitled forthwith to retain all the goods agreed to be sold, in addition terminate contract and resell the goods. For such purpose Seller shall have an irrevocable license or authority to enter upon any premises where those goods may be situated with such transport as may be necessary.
5.4 Until such time as title passes to Buyer, Buyer shall store the goods separately from other goods of Buyer and in such a manner as they can be clearly identified as the property of the Seller. Seller shall be entitled to inspect such storage from time to time.
5.5 Until such time as title passes to Buyer, Buyer shall not have the right to sell or process the goods. Should Buyer be in breach of this term, remaining the title will be effective as well as the purchase price and the processed good.
6. Warranty
6.1 Seller warrants that the good at the time of delivery shall be free from any significant defect in material or workmanship.
6.2 The warranty is conditional upon:
– Buyer given written notice to Seller of the alleged defect within seven days of the time when Buyer discovers or ought to have discovered the defect and in any event within 90 days of delivery of the goods;
– Buyer affording Seller, its agents, or insurer’s agents a reasonable opportunity to immediately inspect the goods during a period of 14 days following notification and, if so requested by Seller, returning the allegedly defective goods to Seller’s works for inspection;
– the goods having been stored carefully and in accordance with any instructions issued by Seller and so as not to allow deterioration or damage;
– the stipulations contained on or in the warning labels, notices, and technical, operating and maintenance data and manuals relating to the goods produced by Seller
being adhered to;
– the goods are used for the purpose for which they were designed and are not negligently misused;
– the goods and the parts of the goods are not inexpertly modified by the Buyer, the Buyer’s agent and any intended purchaser of the Buyer or user of the goods.
It being understood and agreed that Seller shall not be liable in the event of any loss or damage arising as a result of breach of any of the sub-conditions of 6.2.
6.3 Information as to the methods of storing, applying or using the goods, the purpose to which the goods may be applied, the suitability of using the goods in any manufacturing process or in conjunction with any other materials are given by the Seller or its agent in good faith but it is for the Buyer to satisfy itself of the suitability of the goods for any particular purpose.
7. Test and inspections
Unless otherwise agreed all testing and inspections specified by the Buyer, implied by the order or customary to Seller’s practice shall be at Seller1s work. Seller shall carry out mandatory testing for the goods in accordance with relevant European Community legislation or such other provisions as might be agreed in writing. Seller reserves the right to make a reasonable charge therefore.
8. Cancellation
No order which has been accepted by Seller may be cancelled by Buyer except with the agreement in writing of Seller and with the Seller’s being in breach of the contract.
9. Breach
Seller shall be entitled by notice in writing to terminate any contract with Buyer if:
Buyer shall commit any breach or default of its obligations to the Seller in terms of any contract with the Seller, or any execution shall be levied on or executed against Buyer or its assets, or where Buyer is a public or a private limited company, the opening of bankruptcy proceedings or other proceedings against the Buyer or its undertakings, property or any part thereof which could lead to cease or threatens to cease its business.
10. Trademarks
The Buyer shall not use the trademarks of the Pwent Trading and Servicing Ltd. without prior written permission of the Seller. The Buyer shall not remove, change, or cover any such trademark and shall take all reasonable endeavors to protect such trademarks, including notifying the Seller of any infringements.
11. General
11.1 Buyer shall not assign or transfer or purport to assign any contract to which these Conditions apply without the Seller’s prior written consent signed by the Seller’s authorized signatory.
11.2 Any notices to be given shall be in writing. The notices shall be deemed to have been received – if sent to the last known address of the Party – five days after dispatch if by post, 6 hours after receipt of a transmission of a legible form if by facsimile or e-mail or after delivery, if by hand.
11.3 The construction, validity and performance of these Conditions shall be governed by the law of Seller.
All disputes arising in connection with the present contract shall be finally settled under the Rules of Proceedings of the Court of Arbitration attached to the Hungarian Chamber of Commerce an Industry.
In a justified case the Parties may agree to except the jurisdiction of another permanent arbitration.
11.4 These Conditions may be translated into any language other than Hungarian provided however that the Hungarian text shall in any event prevail.
11.5 Unless otherwise agreed Buyer shall be solely responsible for the obtaining of any necessary transport licenses or authorizations in respect of the goods and Seller shall be under no liability whatsoever in respect of goods exported without the necessary licenses.
11.6 The Seller shall be entitled to photograph any work carried out on behalf of the Buyer and to use such photographs as part of its marketing literature. The Seller shall also be entitled to state that they have carried out works/supplied goods for/to Buyer.
With my signature I confirm I know and accept the terms in the GENERAL SUPPLY AND SALES TERMS AND
CONDITIONS of Pwent Trading and Servicing Ltd.