General Terms and Conditions

General Terms and Conditions

This is a translation of the Hungarian General Terms and Conditions, provided for information purposes. In the event of any discrepancy, the Hungarian version shall prevail.

1. General provisions, scope

1.1 The following General Terms and Conditions (hereinafter: the "General Terms and Conditions") form part of the supply contracts concluded by MAPACK Csomagolási és Logisztikai Kft. (hereinafter: "MAPACK Kft.").

1.2 Placing an order with MAPACK Kft., taking delivery of a consignment or partial consignment, or making a payment on the part of the Customer shall be deemed acceptance of the General Terms and Conditions. The General Terms and Conditions also apply to all future business relations between MAPACK Kft. and the Customer (together: the Parties), even if the Parties do not expressly stipulate them again.

1.3 The General Terms and Conditions apply exclusively to the legal relationship between the Parties. The Customer acknowledges that if the terms set by the Customer conflict with or differ from the General Terms and Conditions, the General Terms and Conditions of MAPACK Kft. shall prevail. The General Terms and Conditions also apply where MAPACK Kft., being aware of the Customer's conflicting general terms, performs the order without reservation and the Customer accepts performance.
Terms set by the Customer become part of the contracts concluded between the Parties only if MAPACK Kft. has given its express written consent thereto.

1.4 If the Customer qualifies as a consumer under the provisions of Act IV of 1959 on the Civil Code, the following terms apply only to the extent that they do not conflict with the mandatory statutory provisions governing consumer contracts.

2. Conclusion of the contract

2.1 The offers of MAPACK Kft. are of an indicative nature. Drawings, illustrations, weight, quantity and other measurement data forming part of or attached to an offer contain approximate values only, for which MAPACK Kft. gives no warranty.

2.2 The Customer's orders for individual goods shall be regarded as the Customer's offer to purchase.
The Customer shall submit its order to MAPACK Kft. in writing (letter, e-mail, fax, etc.). Together with the order, the Customer shall provide MAPACK Kft. with its tax number and EU VAT number (if it has one).

2.3 The contract between the Customer and MAPACK Kft. is concluded upon written confirmation of the order placed with MAPACK Kft. As regards the content of the contract, the written order confirmation issued by MAPACK Kft. shall prevail.

2.4 Any supplement to or amendment of a concluded contract is valid only with the written consent of MAPACK Kft.

2.5 All offer documents handed over to the Customer (including calculations and cost estimates) remain the property of MAPACK Kft. Reproducing, passing on or making these documents available to third parties without the consent of MAPACK Kft. is prohibited.

3. Deliveries

3.1 Deadlines stated in connection with deliveries are always approximate. The delivery deadline agreed by the Parties runs from the receipt of the order confirmation by the Customer, but at the earliest from the handover of the documents, permits, approvals and information required for performance of the order and to be obtained by the Customer under the agreement of the Parties, and from the receipt of any agreed advance payment.

3.2 The delivery deadline is deemed met if, by the expiry of the delivery deadline agreed by the Parties, the Customer has been notified that the consignment is ready for dispatch or collection.

3.3 MAPACK Kft. reserves the right to deliver early.

3.4 MAPACK Kft. reserves the right to perform in instalments, and the Customer shall pay the proportionate part of the consideration payable under the supply contract for such performance on the basis of the invoices of MAPACK Kft.

3.5 In the event of a delay in delivery caused by strike, unforeseeable operational disruption, delay on the part of the own suppliers of MAPACK Kft., insufficient transport capacity, shortage of raw materials, official measures, any other circumstance not attributable to MAPACK Kft. or other force majeure, the agreed delivery dates and deadlines shall be extended. If the impeding circumstance persists for 60 days, the Parties are entitled to withdraw from the contract after those 60 days have elapsed.

3.6 If MAPACK Kft. fails to carry out a due delivery for a reason other than those set out in clause 3.5, the Customer shall grant a reasonable additional period of at least four weeks for performance in writing. If the additional period expires, the Customer is entitled to refuse to accept the delayed delivery.

3.7 If MAPACK Kft. is unable to deliver the ordered goods in full for reasons not attributable to it, it is entitled to allocate the available quantity fairly between the Customer and other contractual customers of MAPACK Kft.

3.8 In the event of the Customer's delay in taking delivery, and in the event that MAPACK Kft. is unable to perform on time for a reason attributable to the Customer, MAPACK Kft. is entitled to claim compensation from the Customer for the resulting damage and costs.

3.9 If delivery becomes impossible for a reason attributable to MAPACK Kft., any compensation to which the Customer may be entitled is limited to 10% of the purchase price of the goods.

3.10 MAPACK Kft. is liable for damage resulting from defects in the products it manufactures in accordance with the provisions of Act X of 1993 on product liability. However, the liability of MAPACK Kft. for damage caused by breach of contract or outside the contract extends only to compensation for damage attributable to the wilful or grossly negligent conduct of a legal representative of MAPACK Kft. or of a person engaged by it to perform the contract. The Customer acknowledges that the liability of MAPACK Kft. is limited to the net purchase price of the goods at most.
MAPACK Kft. is not liable towards the Customer for any indirect damage, loss, cost or expense caused by breach of contract or outside the contract, nor for any other claim for compensation for indirect damage.

3.11 The Customer acknowledges and accepts that, when setting the purchase price stated in the contract, MAPACK Kft. took the limitation and/or exclusion of liability contained in the General Terms and Conditions into account as a proportionate price-reducing factor, having regard to Section 314(2) of the Civil Code. The limitation and/or exclusion of liability does not apply to liability for breach of contract committed wilfully, by gross negligence or by a criminal offence, or causing harm to life, physical integrity or health.

4. Dispatch of the consignment, passing of risk

4.1 The place of performance of the contract is Jászberény, Hungary.

4.2 The risk relating to the goods passes to the Customer upon handover of the consignment to the forwarder, carrier or other person entrusted with transport at the premises of MAPACK Kft., or at the moment when MAPACK Kft. notifies the Customer that the goods are ready for collection and dispatch.

4.3 If delivery is delayed at the Customer's request or for a reason arising within the Customer's sphere of interest, the risk passes to the Customer on the first day of the delay.

4.4 If the Customer fails to take delivery of or collect the goods for a reason not attributable to MAPACK Kft., MAPACK Kft. shall store the goods for 15 days from the delivery deadline in a warehouse rented by it or, failing that, in a warehouse of a standard customary for storing the goods concerned, after which it is under no obligation to store them. In such a case MAPACK Kft. is obliged to take out the insurance requested only at the Customer's request and expense, and the Customer shall reimburse the costs and expenses incurred by MAPACK Kft. in connection with the safekeeping and storage referred to above.

4.5 MAPACK Kft. is entitled to select the packaging of the consignment, the means of transport and the method of transport itself, with full exclusion of its liability, if the Customer gives no instruction to the contrary at the time of the order. If delivery takes place on pallets provided by MAPACK Kft., MAPACK Kft. invoices the pallets together with the goods delivered, and the payment terms applicable to the goods apply accordingly to the payment of that consideration. MAPACK Kft. offers the possibility for the Customer, on the basis of prior written agreement, to return once per quarter (or once per month if the Parties so agree separately in writing) new, first-class MÁV-EUR exchange pallets for the period concerned in place of the pallets delivered by MAPACK Kft. MAPACK Kft. inspects the returned exchange pallets and, if they are complete, free of defects and of first-class quality, credits the previously invoiced purchase price of the pallets to the Customer.

4.6 MAPACK Kft. takes out any insurance relating to transport, packaging, storage, etc. only at the express request and at the expense of the Customer.

5. Payment terms

5.1 All prices stated in the offers and confirmations of MAPACK Kft. are net prices and do not include VAT at the statutory rate that may be payable under Hungarian law. The prices do not include the costs of packaging, insurance and transport, preparatory work, or other ancillary costs arising on export and import of the goods, such as export fees, export and import duties and other taxes and charges; these are borne by the Customer in addition to the price.

5.2 The prices of MAPACK Kft. are valid for a maximum of three months from the date of the offer. If a change in raw material prices exceeding 5% occurs within that period, MAPACK Kft. is entitled to adjust its offer prices accordingly.

5.3 In the absence of a written agreement to the contrary between the Parties, the total amount (gross value) of invoices issued by MAPACK Kft. shall be paid without deduction within 30 days of the invoice date.

5.4 MAPACK Kft. does not accept bills of exchange. Cheques handed over to MAPACK Kft. are deemed accepted by MAPACK Kft. only after payment following their encashment.

5.5 The Customer falls into payment default if it does not settle the total invoice amount without deduction within the agreed deadline. In this respect the decisive moment is when the total invoice amount is credited to the account of MAPACK Kft. From the onset of the Customer's payment default, MAPACK Kft. is entitled to charge interest on the unpaid amount at twice the prevailing central bank base rate, while reserving the right to claim a demonstrably greater interest loss. In addition, in the event of payment default the Customer shall bear the costs of enforcing the claim out of court and/or through litigation.

5.6 If the Customer falls into default in settling any invoice of MAPACK Kft., all outstanding claims of MAPACK Kft. become immediately due, irrespective of the payment deadlines otherwise applicable to them. In such a case MAPACK Kft. is further entitled to refuse performance until its unpaid invoices are settled, to withdraw from the contract, or to request an advance payment or the provision of security. The same applies if circumstances capable of calling into question the Customer's solvency or creditworthiness become known to MAPACK Kft., such as refusal to honour cheques issued by the Customer or other payment default of the Customer. In the event of late payment by the Customer, MAPACK Kft. applies the amounts received in accordance with Section 293 of the Civil Code primarily to costs, then to interest and finally to the principal debt (within that, to the oldest invoice).

5.7 The Customer is entitled to set off a counterclaim only if MAPACK Kft. has acknowledged the counterclaim in writing or it has been established by a final court decision.

6. Retention of title

6.1 The goods delivered by MAPACK Kft. remain the property of MAPACK Kft. until all claims of MAPACK Kft. against the Customer, including claims arising in the future, have been settled in full.

6.2 The Customer may sell the goods delivered to it under retention of title by MAPACK Kft. in the ordinary course of its business against immediate payment or under retention of title, but is not entitled to dispose of them in any other way and in particular may not pledge them or transfer title to them as security.
If the Customer combines the goods delivered under retention of title by MAPACK Kft. with other goods not owned by MAPACK Kft. by processing, transformation, joining, mixing or incorporation, MAPACK Kft. acquires a co-ownership share in the new item created, equal to the ratio of the value of the goods delivered under retention of title to the value of the other goods used, as at the time of the processing, transformation, mixing, blending or incorporation.
The Customer's right under this clause ceases if it falls into payment default, if liquidation proceedings are commenced against it, or if MAPACK Kft. demands the return of the goods under the General Terms and Conditions.

6.3 The Customer hereby assigns to MAPACK Kft. its claim arising from the sale of the goods delivered under retention of title (the sale price including VAT) and all other rights connected therewith, and MAPACK Kft. hereby accepts the assignment. If the goods delivered under retention of title are sold at a single price together with other goods not owned by MAPACK Kft., or if the Customer sells goods that have been processed, transformed, joined with, mixed with or incorporated into another item, the above assignment applies only to that part of the sale price which corresponds to the value of the goods owned by MAPACK Kft. and sold, as invoiced by MAPACK Kft. including VAT.

6.4 Until title to the goods passes to the Customer, the Customer shall store, safeguard and protect the individual goods (including processed, transformed, joined, mixed or incorporated goods) properly and at its own expense against damage of any kind.

6.5 The Customer shall take out liability insurance providing full cover and covering all risks (in particular natural disaster, damage and theft) in respect of the goods delivered under retention of title, together with property insurance in favour of MAPACK Kft. The Customer shall maintain the insurance continuously and shall prove its existence at the request of MAPACK Kft. The Customer hereby assigns to MAPACK Kft. any claims arising from the insurance, which assignment MAPACK Kft. hereby accepts.

6.6 Until notified otherwise, the Customer is entitled to collect the claims assigned to MAPACK Kft. The assignment and pledging of the claims, however, is possible only with the written consent of MAPACK Kft.

6.7 If the Customer falls into payment default or fails to comply with its obligations arising from the retention of title, MAPACK Kft. is entitled to grant the Customer an additional period of up to 14 days for payment or for remedying its obligations. After the additional period has expired without result, or if MAPACK Kft. learns that the Customer's financial position has deteriorated significantly or that liquidation proceedings have been commenced against it, MAPACK Kft. is entitled to withdraw from the contract and to take back the delivered goods from the Customer at the Customer's expense. To this end the Customer shall send MAPACK Kft. an accurate statement of the goods delivered under retention of title still in its possession, and shall separate those goods and hand them over to MAPACK Kft. The Customer permits MAPACK Kft. and its representatives and employees to enter the premises where the goods are stored for the purpose of inspecting or recovering them. The Customer further permits MAPACK Kft. to remove the goods in its possession in whole or in part in the event of their recovery.
After the additional period has expired without result, or if MAPACK Kft. learns that the Customer's financial position has deteriorated significantly or that liquidation proceedings have been commenced against it, MAPACK Kft. is also entitled to sell the goods freely itself and to collect the assigned claims. The proceeds of such sale or collection shall be set off against the purchase price invoiced to the Customer. In such a case the Customer shall, upon request by MAPACK Kft., notify the obligors of the claims assigned to MAPACK Kft. of the assignment in writing, and shall provide MAPACK Kft. with the information required to enforce its rights and hand over and send the documents required for that purpose. If the obligor is notified by the Customer, the obligor may perform only to MAPACK Kft. after the notification. If the obligor is notified by MAPACK Kft., these General Terms and Conditions also constitute the certification referred to in Section 328(4) of the Civil Code.

6.8 The Customer shall notify MAPACK Kft. in writing without delay of any measures taken by third parties (for example attachment) affecting the goods delivered under retention of title or the claims assigned to MAPACK Kft., and shall prevent such measures by appropriate means.

6.9 MAPACK Kft. undertakes that, if the value of its securities exceeds the value of the claims to be secured by more than 20%, it will release the securities due to the Customer at the Customer's request. The right to select the securities to be released rests with MAPACK Kft.

7. Obligation to inspect, warranty

7.1 MAPACK Kft. provides its goods with the markings and descriptions customary in the trade and prepares its processing instructions, advice and recommendations to the best of its knowledge. However, information on the data of the goods, samples and dies may not be regarded as expressly promised characteristics or as a warranty undertaking by MAPACK Kft.

7.2 Furthermore, MAPACK Kft. accepts no liability for the suitability of its goods for the intended use planned by the Customer, since MAPACK Kft. cannot form a complete picture of every one of the widely differing requirements arising during the processing or use of the goods.

7.3 Acceptance of the goods by quantity and quality takes place at the place of performance. The Customer or its authorised representative confirms acceptance of the goods by signing the delivery note. The Customer shall inspect the goods in terms of quantity upon acceptance. The Customer shall record any objections on the delivery note. Signing the delivery note constitutes acknowledgement of the quantity; after acceptance of the goods MAPACK Kft. is not liable for defects in quantity.
The Customer shall inspect the goods in terms of quality without delay after acceptance, including in the case of purchase by sample. The Customer shall notify MAPACK Kft. in writing of every quality defect detected during inspection of the goods without delay, but at the latest within 7 days of arrival of the goods. Defects that are not immediately recognisable shall be reported in writing without delay after their discovery, but at the latest within three days.

7.4 Defects in individual parts of a consignment do not give grounds for objecting to the entire consignment.

7.5 MAPACK Kft. shall take steps to examine the Customer's objections within 7 working days of receipt of the Customer's written notice.
If the Parties are unable to reach agreement on the complaint within a reasonable time, they shall engage a jointly selected expert. The costs of the examination are borne by MAPACK Kft. in the case of a justified objection and otherwise by the Customer. The Parties settle justified and substantiated complaints on the basis of the expert's findings.

7.6 In the case of defective delivery MAPACK Kft. is obliged to provide substitute performance, but may decide at its own discretion whether it fulfils this obligation by repair or by re-delivery. The Customer shall accept the substitute performance. If the substitute performance fails or is impossible, the Customer is entitled, at its choice, to withdraw from the contract or to request a reasonable reduction of the purchase price. Substitute performance is deemed to have failed if it is unsuccessful on the second occasion as well. Substitute performance is deemed impossible if it can be carried out only at disproportionately high cost. The right of withdrawal may not be exercised on account of immaterial or insignificant defects.

7.7 The Customer is not entitled to withhold payment on account of defective performance by MAPACK Kft.

7.8 The Customer's warranty claims are excluded if it has resold or processed the delivered goods after it detected or should have detected the defect. This does not apply if the Customer proves that the resale or processing was necessary in order to avoid greater damage and proves that the goods had a hidden defect before the resale or processing.

7.9 MAPACK Kft. is entitled to deliver up to 10% more or less than the agreed delivery quantity without this constituting defective performance under the General Terms and Conditions.
7.10 The deadline for enforcing warranty rights is 3 months.

8. Termination

8.1 If bankruptcy proceedings are commenced against the Customer, if a composition agreement is concluded between the Customer and its creditors, if the Customer convenes a creditors' committee, if voluntary liquidation, liquidation or any other insolvency-related proceedings are commenced against the Customer, or if the Customer fails to meet its payment obligation for more than 45 days, MAPACK Kft. is entitled to terminate the contract between the Parties with 8 days' prior notice. In such a case MAPACK Kft. may retain the partial performance already rendered by the Customer in order to satisfy its claim for damages and/or interest.

8.2 If the Customer breaches its confidentiality obligation under the General Terms and Conditions or undertaken in a separate agreement between the Parties, or if by its statement or conduct it manifestly harms the good reputation or business integrity of MAPACK Kft., MAPACK Kft. is entitled to terminate the contract between the Parties with immediate effect.

9. Copyright

MAPACK Kft. accepts liability for the infringement of patents, designs, trademarks and other similar rights arising from the Customer's order only to the extent that the infringement is also attributable to MAPACK Kft.
MAPACK Kft. undertakes the safekeeping of manuscripts, originals, printing tools, storage media, prints, printed matter, etc. owned by others and handed over to MAPACK Kft. by the Customer at the Customer's risk. The Customer is responsible for taking out appropriate insurance for these.

10. Export

Monitoring and complying with the foreign trade provisions and other legislation in force in the country of destination is the responsibility of the Customer. The Customer shall draw the attention of MAPACK Kft. to the particularities arising from those provisions and laws and assumes liability towards MAPACK Kft. for all damage incurred by MAPACK Kft. as a result of non-compliance with those provisions and laws. Irrespective of the foregoing, it is the Customer's task to obtain any import and export licences that may be required.

11. Data protection

MAPACK Kft. processes the personal data relating to the Customer that comes to its knowledge within the framework of the business relationship with the Customer in accordance with the applicable legislation.

12. Competent court, governing law

For the settlement of all disputes arising from the contract concluded between them and connected with its creation and validity, including disputes under cheque law, the Parties stipulate the jurisdiction of the Jászberény Municipal Court or the County Court of Jász-Nagykun-Szolnok, depending on the value of the subject matter. MAPACK Kft. nevertheless reserves the right to bring an action against the Customer before the court having jurisdiction at the Customer's registered seat.
If individual provisions of the General Terms and Conditions are or become invalid or unenforceable in whole or in part, this does not affect the validity of the other provisions. The Parties undertake to adopt a contractual provision that corresponds as closely as possible to the economic and legal content and purpose of the invalid or unenforceable provision.
This contractual relationship is governed by the provisions of Hungarian law.