Terms and Conditions

Biomedica Hungaria Kft. General Terms and Conditions of Sale and Delivery (GTCD)

We inform our customers that, during the period of the emergency declared by the Hungarian government, the provisions set out in the GTC are supplemented by the delivery guidelines applicable during the Emergency as stated on the offer and order confirmation.

1. General Conditions

Supplier's company details, contact details:

Company name: Biomedica Hungaria Korlátolt Felelősségű Társaság

Registered address: 1143 Biomedica Hungaria Kft. 128-132.

Company registration number: 01-09-161947

Tax number: 10658415-2-42

E-mail address: [email protected]

Phone: 1/225-3850

The Customer, by sending their order to the Supplier, certifies that they have read, accept and agree to be bound by these General Terms and Conditions of Delivery issued by the Supplier.

The data is provided on a voluntary basis, and Biomedica Hungaria Kft. will use the data only to the extent necessary for sales and services, in accordance with the rules of data management.

2. Prices and offers

2.1 The Supplier shall issue an individual electronic quotation at the request of the Customer, which shall every case include the following information:

- the catalog number of the products
- the number of product units
- the net selling price per product unit
- without VAT
- the delivery cost of the product
- expected delivery time
- payment terms
- validity of the quotation

The prices are net prices excluding VAT and other taxes (e.g. excise duties), as well as transport, commissioning, installation, assembly and other handling costs. The Supplier reserves the right to change the prices displayed and issued. The purchase price to be paid by the Customer for the product they ordered shall be invoiced in HUF or EUR on the order confirmation, according to the prices plus VAT.

2.2 The Supplier shall be bound by the quotations and prices issued in writing within the period of their validity. The supplier reserves the right to modify the purchase price fixed in the offer unilaterally, in the event that the previously fixed offer price should change in view of market conditions, in particular due to exchange rate changes, changes in the price of raw materials or changes in the manufacturer's prices. The Supplier shall notify the Customer in writing of such price changes.

If the Customer does not make a substantive comment within 2 working days of receiving the notification of the price change, the Supplier shall consider that the Customer requests delivery at the revised price.

3. Ordering

3.1 The Supplier shall only accept orders in writing, which may be by letter, fax or e-mail. The order must contain the following information on the part of the Customer:

- Customer's details
- Invoice payer's details
- Delivery address details
- Name and telephone number of the person authorized to receive the goods
- Ordered catalog number, name, and quantity ordered of the product(s)

3.2 The Supplier reserves the right to reject the order without giving reasons or to revise the terms of payment.

3.3. The Supplier shall confirm orders. Confirmation may be sent by fax, computer fax, letter, and e-mail (as an attached file).

3.4 The delivery date indicated in the offer and/or order confirmation may be modified in view of the Supplier’s performance. The Supplier shall make every effort to deliver the orders within the confirmed delivery time, but shall not be liable for any penalty or other financial responsibility (compensation). The Supplier shall inform the Customer without delay and continuously of any delivery date other than the confirmed delivery date.

3.5 Delivery is free of charge above a net order value of HUF 80,000:Below this, the costs of delivery are as follows:

- Within Budapest, the delivery cost is HUF 3.870,- + 27% VAT.

- Outside of Budapest, delivery costs 4.950,- Ft + 27% VAT.

4. Order fulfilment, delivery

4.1 The Supplier shall make every effort to fulfil orders as early as possible and by the deadline. The Supplier therefore reserves the right to fulfil a multi-item order in several instalments, even if delivered and invoiced, unless the Customer has expressly rejected this in the contract/order.

4.2 The Supplier shall always carry out the delivery of the ordered products with the assistance of its contractual partner. The Customer is obliged to take delivery of the ordered goods in batches and to check the integrity of the packages during the delivery. If the package is not intact or if there is a suspicion of damage, the package must be opened in the presence of the carrier's representative and a report must be drawn up or, if this is not possible, acceptance must be refused. In both cases, the carrier must be informed without delay (maximum 24 hours).

4.3 The Customer acknowledges that delivery of the ordered product(s) on time may be affected by circumstances beyond the control of the Supplier, such as whether the delivery from the supplier of the product has arrived at Biomedica Hungaria Kft. ´s the delivery site. If the Supplier becomes aware that the consignment will not arrive at the delivery location on time and cannot be delivered within the agreed time limit, it is obliged to notify the Customer within a reasonable period. The Customer acknowledges that the Supplier shall not be entitled to claim any penalty for late delivery from the Supplier due to the Supplier's delay.

4.4 If the delivery of the ordered product(s) is delayed due to circumstances for which the Customer is responsible, the Customer is obliged to bear the full risk of and all damage to the quantity and quality of the product, from the time the Supplier has loaded the product at its delivery site. The Customer is obliged to indicate the place of acceptance and to take delivery of the goods in bulk at the time of delivery. The risk of damage shall pass to the Customer at the time of taking delivery of the goods.

4.5 If the goods to be delivered are damaged during the period in which the Customer delays taking delivery, the Supplier shall be discharged from its obligation to perform. Notwithstanding the foregoing, the Customer shall still be obliged to pay the price of the goods ordered to the Supplier in full.

4.6 The Customer is obliged to check for themself whether the products ordered and delivered by the Supplier correspond to the description in the catalogue or on the label.

4.7 The Supplier is obliged to ensure that the ordered Products are loaded safely onto the means of transport and, if necessary, shall also use appropriate loading aids for safe loading, the price of which the Supplier shall be entitled to invoice the Customer separately.

5. Quality compliance, warranty, guarantee

5.1 The Customer is obliged to inspect the Goods delivered by the Supplier upon receipt without delay and is obliged to notify the Supplier in writing of any defects or discrepancies in the Goods delivered upon receipt without delay, but no later than 24 hours after receiving the Goods.

5.2 The Supplier shall endeavor to inform the Customer of the technical and serviceability parameters of the Product to be purchased. However, the Supplier shall only be liable for the correctness of the data contained in the product descriptions and information material issued at the time of the specific request for quotation or provided and acknowledged by the manufacturer.

5.3 Unless otherwise specified on the product or in the documentation provided for it, the Supplier shall not assume any other warranty or guarantee, except for those mandatory under the applicable Hungarian legislation. In the event of a quality or warranty problem, the Customer shall be obliged to provide proof of the fact and date of purchase with an invoice. The Supplier undertakes to investigate the complaint in-house free of charge and to inform the Customer of the outcome. The Supplier assumes the cooperation of the Customer in the investigation of the complaint and their endeavors to reach a fair settlement, primarily out of court.

5.4 In the event of an accepted quality complaint, the Supplier shall undertake to replace or repair the product on its premises, depending on the nature of the product and the problem. The Supplier shall not be liable for indirect damage caused by a defective product.

5.5 If the Customer wishes to cancel their order prior to delivery, they may do so free of charge within 2 working days of the date of confirmation, and, in the event of cancellation after 2 working days, 50% of the value of the order will be charged as a penalty.

5.6 After delivery, the Supplier is not obliged to take back the goods unless they are defective or do not comply with the specifications of the goods.

5.7 In the event of a warranty claim, the Customer shall notify the Supplier of the defect in a verifiable manner without delay after the defect has been discovered.

5.8 The Customer may, in accordance with the provisions of the Civil Code in force, claim from the Supplier, as a product warranty claim in the event of a defect in the product, that the defect in the product be repaired or replaced. The product is defective if it does not meet the quality requirements in force when the product was placed on the market by the manufacturer or if it does not have the characteristics described by the manufacturer.

Claims against the manufacturer shall be made through the Supplier as the contact point.

6. Billing and payment terms

6.1 Unless otherwise agreed, invoicing shall be per delivery note. Unless otherwise agreed, the Supplier shall post the first original invoice to the Customer after certified receipt of the goods.

6.2 The method of payment of the invoice shall be as stated in the quotation or contract. For payment by bank transfer, the default payment term is 15 calendar days after the invoice is issued, unless otherwise agreed. The Customer shall pay the invoice amount to the bank account indicated on the invoice.

6.3 In the event of late payment by the Customer, the Supplier shall be entitled to charge interest on arrears as specified in the Civil Code in force at the time, to sue for the debt, and to suspend or terminate any ongoing orders or delivery contracts.

6.4 The Customer acknowledges that, in the event of non-payment, they shall be liable to pay, in addition to the default interest referred to above, the amount specified in the legislation transposing the Directive on combating late payment (recovery costs surcharge).

6.5 If the Customer objects to the invoice due to a formal defect or a missing invoice, the Supplier shall extend the new payment deadline by a maximum of 8 banking days compared to the original deadline.

7. Force majeure, termination

7.1 The Supplier shall not be liable for non-performance of its contractual obligations if the non-performance is due to circumstances beyond its control, such as any of the following:

Fire, natural disaster, war, seizure, general shortage of raw materials, limitation of energy consumption, strikes, wage disputes, other exceptional circumstances

7.2 Either party may terminate the contract if its performance fails because of the events set out in the above clause.

7.3 In the event of a delay of more than 6 months on the part of the Supplier, the Customer shall be entitled to cancel the order. If the reason for the withdrawal is due to the delay of the Supplier or manufacturer, the Supplier shall not be liable to pay any penalty or compensation in the event of the Customer's withdrawal.

8. Right of withdrawal

The Supplier shall retain title to the goods delivered until full payment of the invoice. In the event of late payment, the supplier Shall be entitled to recover the goods from the Customer. The Customer must ensure that the Supplier can carry out the return and has access to the goods to be returned. The cost of returning the goods shall be borne by the Customer. Under no circumstances may the Customer assign the goods as security to a third party.

9. Final provisions

9.1 The Supplier shall not sell to a person who qualifies as a consumer under the Civil Code.

9.2. Persons qualifying as Customers under this contract do not qualify as Consumers within the meaning of the Civil Code, thus pursuant to Government Decree No. 45/2014 (II.26.), according to which the Customer does not have the right of withdrawal.

9.3 In addition to the cases mentioned in these GTC, Biomedica Hungaria Kft. may withdraw from the transaction in the following cases:

a. If, despite all assumptions made prior to the conclusion of the transaction, it becomes apparent that the Customer will not pay its debts on time (is not creditworthy). The Supplier shall automatically determine the Customer's lack of creditworthiness in the event that the Customer stops payment or the transfer of any amount due to a lack of collateral, or if enforcement, liquidation or bankruptcy proceedings are initiated against the Customer, or if the Customer's owners decide to liquidate the Customer without legal succession,

b. If it becomes apparent that the Customer has provided inaccurate or untrue information concerning their creditworthiness,

10. Closing provisions

10.1 Biomedica Hungaria Kft. shall not be liable under any circumstances if a Customer uses a product in a manner that is not in accordance with its intended use.

10.2 It is the responsibility of the Customer to comply with all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the products.

10.3 In matters not covered by these Terms of Delivery, the applicable Hungarian legislation, in particular the provisions of the Civil Code, shall prevail.

10.4 These Conditions of Delivery may be amended by the Supplier at any time, but such amendment shall not have retroactive effect. The current General Terms and Conditions of Delivery shall be published on the supplier's website on an ongoing basis.

Effective from 01 July 2023