GENERAL TERMS AND CONDITIONS
The specific purpose and subject of this GTC
This GTC has been issued by StreamNet Kft., in the capacity of a Supplier, in order to set forth the general terms and conditions applicable to the on-going contractual relationship existing between the Supplier (StreamNet Zrt..) and its Customers, in a unified manner. Therefore, this GTC shall apply to every single transaction (with no exception applied) entered into between the Parties, during the term this GTC remaining valid and staying in full force.
The Supplier’s Prices shall be valid and binding in accordance with the Supplier’s specific individual Quote, sent to the Customer (which is to be interpreted in conjunction with any relevant comments made by the Supplier, if any).
Purchase Orders, and the confirmation of Purchase Orders
The Supplier shall send a specific Quote to the Customer, defining the key underlying terms and conditions for each individual supply. The Supplier shall be entitled to set a fix validity date for any Quote. When doing so, the Supplier shall remain to be bound by the terms and conditions set forth in the specific underlying Quote, until the specific deadline stipulated on the Quote (provided that the Customer has placed the relevant Purchase Order within such validity period). The Supplier retains the right to review any of the technical specifications, or the Price stipulated in any Quote, should any circumstances arise prior to the date on which the Agreement is contractually performed, falling outside the scope of the Supplier’s control, and justifying the Supplier to make such changes. Such circumstances shall include, in particular, the case when the applicable FOREX rate has moved by more than 1.5% in any given date, following the Quote having being sent by the Supplier, or when the underlying manufacturer has changed its product portfolio, or published prices. When a manufacturer product portfolio change occurs, the Supplier retains the right to supply the Customer with either the previous, or the new model, as being applicable to the specific case.
By placing a Purchase Order, the Customer shall be deemed to have automatically accepted the Supplier’s underlying Quote.
Should the Customer decide to make changes to the terms of any Quote, any such changes proposed by the Customer in the relevant underlying Purchase Order shall only become part of the Agreement to be entered into between the Parties, when having been duly accepted by the Supplier (via an official confirmation issued with regards to such specific changes being made). If no such confirmation has been sent by the Supplier, it shall be interpreted that no Agreement is entered into between the Parties.
A Purchase Order placed by the Customer shall only become binding upon the Supplier once the Supplier has issued its corresponding confirmation, and it shall be binding in accordance with the contents of the Purchase Order. The Supplier’s confirmation to be issued shall make a clear reference to the specific Purchase Order’s serial number. If any discrepancy arises between the terms of the Quote and the Supplier’s relevant confirmation, the terms of the Supplier’s confirmation shall prevail.
Once the Supplier has issued its confirmation to any Purchase Order, the Agreement shall be deemed to be automatically having been entered into between the Parties. If, following the Agreement having entered into force, the Customer wishes to unilaterally withdraw from the Agreement, for any reason whatsoever, the Customer shall be obliged to make a contractual penalty payment, the amount of which shall be 10% of the total value stipulated in the relevant Purchase Order (in addition to the Customer being obliged to pay full compensation to the Supplier for any costs arising at the Supplier’s side while preparing for a proper contractual performance of the Agreement).
1. Delivery Deadline
The Delivery Deadline shall be the date specified on the confirmation (of the Purchase Order) sent by the Supplier (issued based on the Quote).
The Delivery Deadline shall be binding upon the Supplier, for making all relevant deliveries. In case of any delay with a Delivery & Acceptance Procedure, the Party accountable for such delay shall be made to be the liable Party, and shall bear all applicable legal consequences.
If the Supplier needs more information to be supplied by the Customer, in order to be able to fulfil any Purchase Order, the Customer shall be obliged to supply such information within 2 business days, upon the relevant written request having been received from the Supplier. If the Customer is in delay in sending the information required, the Delivery Deadline shall be extended with the time of delay.
The Supplier refuses to assume any liability for any late shipment or late performance, potentially arising due to circumstances falling outside the scope of the Supplier’s control, or being otherwise unavoidable (Force Majeure events).
The Supplier shall be entitled to make partial delivery (subject to a prior notification having been sent to the Customer), and the Customer shall be obliged to take partial deliveries accordingly.
2. Taking deliveries
The exact location for taking deliveries shall be the location specified in the confirmation (to the Purchase Order) sent by the Supplier. The Supplier shall inform the Customer about the proposed delivery date and timing, by not later than the original Delivery Deadline set, and the exact date and timing of each product delivery shall be jointly agreed between the Parties’ representatives. The Customer shall be obliged to facilitate the Supplier in delivering the goods, within 8 (eight) days upon the corresponding delivery notification having been sent by the Supplier, and the Customer shall inform the Supplier about the name of the Customer’s specific representative authorised to take delivery, in writing (being duly signed, with the Customer’s official seal affixed to the document), by not later than the proposed date set by the Parties for the Delivery & Acceptance Procedure. If the Customer fails to comply with this obligation, the Supplier shall be entitled to lawfully deliver the goods to any employee found at the Customer’s specific outlet, or premises. In any case when the goods cannot be delivered on time, despite the Customer having been preliminarily officially notified about the exact date and timing of such proposed delivery, prior to the Delivery Deadline, due to any reason for which the Customer is accountable, the Supplier shall not be made liable for such delay.
Upon delivery, a Delivery & Acceptance Procedure shall take place, as part of which the Customer (or the person delegated by the Customer, for such purposes) shall evidence the official acceptance of the goods, via issuing a Delivery & Acceptance Protocol (being duly signed, and the Customer’s official seal being affixed to the document). The Delivery & Acceptance Protocol shall be issued in 2 original copies, of which 1 (one) copy shall be retained by the Customer, while 1 (one) copy being retained by the Supplier. The Delivery & Acceptance Protocol officially evidences the fact that the goods have been duly delivered by the Supplier to the Customer, meaning that the Supplier shall be entitled to issue its corresponding invoice.
If the Supplier is specifically mandated to install the products delivered at their intended location, the Customer shall be responsible for providing the necessary infrastructural requirements (230 V, internet, LAN endpoints, intranet connection, etc.), as well as handing over the installation site. If the installation site is failed to be handed over to the Supplier at the time previously agreed between the Parties in writing, the Supplier shall be entitled to issue an invoice, for the related shipping costs and manhour costs arising, due to such default. In cases when such installation works also include some construction works to be carried out (i.e. demolition), the Customer shall solely be responsible for any reconstruction work required to be made after the installation is completed (e.g. fixing the plaster walls, carpets, concrete flooring).
The Customer shall be entitled to report any potential volume, or quality related issues, identified by the Customer upon taking delivery of the goods, or thereafter, within 48 hours upon the Delivery & Acceptance Procedure taking place, and to submit the same to the Supplier in a written format.
The Supplier shall be entitled to issue an invoice based on the underlying Delivery & Acceptance Protocol, and in line with the terms and condition included in the Supplier’s confirmation (of the Purchase Order) sent. The Customer shall be obliged to pay the Purchase Price by the payment deadline stipulated on the Supplier’s invoice.
To facilitate a proper financing of expensive tools and equipment, the Supplier shall be entitled to issue an invoice requesting an advance payment, for 40% of the goods’ total value. Such advance payment shall be made by the Customer, by the payment deadline indicated on the relevant underlying invoice.
All payments shall be deemed to be duly made on the day when the corresponding, entire amount has been credited on the Supplier’s bank account, or has been paid at the Supplier’s cashier at the Supplier’s premises. Until full payment of the corresponding invoice, the Supplier retains full ownership title over the products delivered.
When settling payments, the Customer shall always make clear reference to the applicable invoice number.
In cases when the Supplier supplies other services in addition to having procured and delivered the products (e.g. build-in, installation and commissioning, finishing works), the Supplier shall be entitled to issue a partial invoice for the procurement of the products, upon the products having been delivered. The Supplier shall be entitled to issue such partial invoice, even if the products or equipment procured have been delivered to the Customer later than the pre-agreed Delivery Deadline, because the Customer specifically requested so, or due to a delay occurring on the Customer’s side. In such case, the Supplier shall arrange for a proper safeguarding of the products or equipment in the meantime.
In any case when certain post-delivery installation works required cannot be completed by the Supplier by the original deadline agreed between the Parties, based on the Customer’s specific request, or due to any delay occurring at the Customer’s side, the Supplier shall be entitled to perform a partial delivery, and to issue a partial invoice, in line with the overall progress of the installation works.
The Parties may agree that the Customer pays the Purchase Price in tranches, at pre-defined dates, although the goods will be delivered to the Customer prior to the full Purchase Price having been paid (i.e. applying an installment purchase scheme).
When the Customer has any outstanding payment obligation left towards the Supplier, the Supplier shall be entitled (despite any request received from the Customer to the contrary) to account any new payment collected from the Customer to first settle older outstanding debts (starting with the applicable interest charges).
The Customer shall not be entitled to do any off-setting, in alignment with section 296 of Ptk.
4. Product warranty
All warranty related rights and obligations existing in relation to the goods and products falling under the scope of this GTC, shall be settled between the Parties, in line with the applicable provisions of the prevailing, governing laws, and the specific confirmation (of the Purchase Order) sent by the Supplier.
The product warranty period shall commence on the day when the Delivery & Acceptance procedure was carried out between the Supplier and the Customer (or the Customer’s delegated person).
When the Supplier is requested to build-in any other tools or equipment, supplied by the Customer (or by any third party supplier, as instructed by the Customer) into the complete system deliverable by the Supplier, the warranty obligation arising in relation to such third party tools or equipments shall not be the responsibility of the Supplier. In such case, the Customer shall be solely responsible for ensuring that such third party tools and equipment properly operate (after being professionally installed by the Supplier).
5. The Customer’s corporate data, and notification obligations
The Customer shall be obliged to disclose its main corporate data to the Supplier. If any changes occur to the Customer’s underlying corporate data, or to any major aspects, being relevant to the Customer’s general business activities, the Customer shall be obliged to notify the Supplier accordingly, in writing. The Customer hereby acknowledges the fact that in case of any reported changes to its data, when such changes have the potential to negatively effect the Customer’s general credit rating, to a greater extent, the Supplier shall be entitled to withdraw from the fulfillment of any of the Purchase Orders already placed, in full or in part, and to withdraw any delayed payment benefit previously provided to the Customer.
6. Breach of contract, and the related consequences
In case of a payment delay on the Customer’s side, i.e. any invoice issued by the Supplier remaining to be unsettled when becoming due, plus a 5 (five) calendar day grace period applied (i.e. the due amount not being fully remitted to the Supplier’s bank account), the Supplier shall be entitled to charge a late payment interest for any overdue amount, equaling twice the National Bank’s prevailing prime rate, from day 6 from the elapse of the due date and onwards.
If the payment delay persists for a period of over 15 (fifteen) days, the Supplier shall be entitled to suspend any further deliveries due to be made to the Customer, and when such payment delay exceeds a period of 30 (thirty) days, the Supplier shall be entitled to unilaterally withdraw from the Agreement.
In case any installment purchase agreement is in place between the Parties, and the Customer is in delay with making the next installment payment when becoming due, the Supplier shall be entitled to invalidate the installment payment facility earlier provided, and when this happens, the total remaining outstanding amount shall become due and payable by the Customer, immediately. Upon the Customer’s first failure to make an installment payment when becoming due, the Supplier shall send a payment reminder to the Customer in writing, setting a new payment deadline, which shall be 8 days. Any repeated failure by the Customer to meet the new payment deadline, or to make any of the next installment payments when becoming due, shall result in the overall installment payment scheme being withdrawn by the Supplier, with an immediate effect.
If the delay with any installment payment runs over 30 days, the Supplier shall be entitled to unilaterally withdraw from the Agreement. When that occurs, the Customer shall be obliged to pay a proportionate fee for using the equipment, to the Supplier, as well as to reimburse the Supplier for any damage having occurred, exceeding the normal level of value loss experienced during normal use.
Delayed delivery by the Supplier, non-delivery
In case of a failure by the Supplier to deliver the goods ordered, and earlier confirmed by the Supplier, by the Delivery Deadline indicated in the Supplier’s confirmation, due to reasons the Supplier is accountable for, the Supplier shall be provided with a 5 (five) calendar day grace period to arrange for proper delivery. If the Supplier fails to deliver the products by such new deadline, the Supplier shall be obliged to provide the Customer with a substitute product, being functionally identical to the product remaining undelivered by the Supplier, provided that this is specifically requested so by the Customer in writing, for the period of the delay in delivering the original product.
Delay with the Customer taking delivery, and other type of failures on the Customer’s side
If the products are failed to be taken over by the Customer within 8 (eight) days upon the Supplier’s underlying delivery notification having been properly sent, due to reasons the Customer is accountable for, the Customer shall be entitled to remedy the situation, and take proper delivery of the goods with a new, 5 (five) calendar day deadline being set. After such new deadline elapsed without proper results, the Supplier shall be entitled to start charging the Customer for a contractual penalty, the amount of which shall be equal to zero point five percent (0.5%) of the total contractual value of the products remaining undelivered, for each day of delay in delivery.
As long as the Customer’s failure to take over the products stays within a period of 30 (thirty) calendar days, the Supplier shall not be entitled to unilaterally withdraw from its contractual obligation to deliver the underlying products. However, when such failure by the Customer to take over the goods starts exceeding a period of 30 (thirty) calendar days, the Supplier shall be entitled to unilaterally withdraw from its contractual obligation to deliver the underlying products, and to charge a contractual penalty for cancelation, to the Customer. The cancelation penalty is capped at 15% (fifteen percent), and the late payment penalty is also capped at 15% (fifteen percent), with that only one of these two types of contractual penalties shall apply to any single item at any time. In case of any delay, or non-performance at the Customer’s side, the Supplier shall also be entitled to submit a compensation claim for any other damages having occurred at the Supplier’s side, except for claiming lost profits, to the Customer.
If the Parties entered into another agreement parallel with the Supply Agreement, requiring, as a pre-condition that the Supply Agreement is first fulfilled, any breach of contract on the Customer’s side shall relieve the Supplier from any deemed breach of contract, occurring due to the same.
7. Termination of the Agreement
The Agreement may be terminated:
• via a mutual consent of the Parties
• via a unilateral termination, with an immediate effect.
The Agreement may be terminated by any of the Parties in writing, with an immediate effect, upon any breach of any major contractual obligation by the other Party having occurred, such breach of contract remaining unremedied by a new, reasonable deadline set by the Parties in writing.
Scope of the GTC
This GTC has been issued by the Supplier with an effective date of 1 November 2008. This GTC shall become binding upon the Customer when the Customer declared that this GTC has been accepted by the Customer. Once this GTC has entered into force, it shall be mandatory and applicable to all aspects of any future business relationship entered into between the Parties, until this GTC is being revoked by the Supplier, and the Customer being simultaneously notified about such revocation in writing. The Supplier shall be entitled to revoke this GTC any time, or to issue a new GTC, provided that the Supplier notifies the Customer about such changes in writing, by sending a copy of the new GTC. Until this GTC is revoked, the GTC shall remain in full force, and applicable to all Purchase Orders already placed by the Customer, as well as the related contractual performance and delivery deadlines.
The Supplier retains the right to update or amend any of the provisions of this GTC, however, such amended version of the GTC shall not apply to Purchase Orders already placed, and Agreements already entered into between the Parties.
This GTC, and all amendments thereof, will be made publicly available on the Supplier’s website (www.www.streamnet.hu). By signing the Purchase Orders placed, it is simultaneously also acknowledged by the Customer, that the Customer has familiarised itself with the terms and conditions included herein, and that the same have been accepted by the Customer as being binding upon the Customer.
The following communication methods shall qualify as a way of acceptable written communication, or notification duly made between the Parties, for the purposes of this GTC: sending a registered mail via postal service, a document being duly signed and sent via fax, or a document being duly signed and sent as an attachment to an e-mail message (provided that it is properly legible and printable).
In case any of the provisions herein is found to be invalid, or no longer applicable, the remaining provisions herein shall remain to be in full force, and binding upon the Parties. Should this case arise, the given provision, deemed to be invalid or inapplicable, shall be considered to be amended in a way that allows the Parties’ intentions, as well as the economic and legal goals, which were meant to be achieved via such invalid or inapplicable specific provision, to be properly achieved by the Parties.
Budapest, 1 November 2008
A comprehensive Agreement including the amendments made and entering into force on 1 June 2012.