General Terms and Condition
GENERAL TERMS AND CONDITIONS
General Terms and Conditions of Matusz-Vad Zrt. (GTC)
For suppliers’ contracts
(Short description in other documents: Supplier GTC effective date: as of 1 March 2018)
2. Supplier: any entity, who enters into legal relations with Customer by making a legal statement for the supply of any product for Customer.
3. The GTC is accessible at Customer’s Department Purchase and at Customer’s website (www.matusz-vad.hu).
4. Scope of the GTC: The GTC covers the legal transactions made by and between Customer and Supplier (Supplier and Customer collectively referred to as: Parties) (hereinafter: Contract), whether concluded in inland or abroad, unless otherwise provided for in writing by Customer. As to unilateral legal statements the provisions of the GTC for contracts are applicable, as appropriate.
5. By the execution of the Contract Supplier is obliged to ensure a continuous goods supply for Customer – if applicable - in accordance with the laws and other binding rules (hereinafter: the product as subject of this Contract) and to deliver the product as ordered according to the electronic form to be sent by Customer permanently through his own logistic network or that of his designated agent to the addresses of the sites to be indicated by Customer in the purchase order, nevertheless in compliance with the specifications and the quality requirements published on the homepage.
6. The Parties mutually accept the price as the basis for the settlements of accounts, which is shown in the purchase order form to be submitted by Customer – and to be confirmed by Supplier. The Parties mutually acknowledge that the purchase order confirmed by Supplier becomes valid as a contract. Should Supplier fail to confirm the purchase order in writing, he delivers the goods, however, to the site of Customer, then the purchase order is deemed confirmed, thus the Parties accept the price indicated in the purchase order as the basis for the settlement of accounts.
7. Supplier provides the list price of the product always with the included tax provided for by law, including but not limited to: excise duty, public health care product duty (hereinafter: NETA), environmental protection product charge and the value added tax (hereinafter: VAT). If for the determination of the list price of a product the taxes defined by law are not explicitly described, then it will be deemed that the given price already included the taxes and charges prescribed by law. By the execution of the Contract Supplier warrants that the amount of the taxes and charges included in the price of the product has been paid by him or by a third party at an earlier stage of the sales chain – provided that tax payment obligation has been incurred.
8. Supplier issues an invoice on the delivered products accepted by Customer immediately for each performance with a term of payment set out in the contract, by attaching the delivery note as proof of performance to the invoice. If the Parties have not agreed on any term of payment, then it is 30 days.
9. The faulty invoices, if any, will be returned by Customer within 5 business days of their receipt for Supplier. If the invoice remains unpaid within the payment term defined in the contract without any objection, then Customer must pay interest for default as defined by the Hungarian Civil Code (hereinafter: Ptk.). The Parties agree that the flat rate for collection of 40 EUR as defined against Customer for payment in default cannot be enforced if payment is made in the first 30 days of the default. A reason for excuse for this charge is acceptable only if Customer has failed to pay for any reason beyond its reasonable control.
10. In case of a serious breach of contract the injured Party can terminate this Contract in writing even with immediate effect, if he has sent a prior written notice to recover the contractual condition for the Party in breach, and the reasonable term set out in the notice has elapsed without any result. Serious breach of contract includes in particular the delay over 15 days in relation to the settlement of any invoice, a letter of reminder, the repeated defective or faulty performance or non-performance of a delivery obligation, any violation of the provisions for non-disclosure or the protection of goodwill.
11. Either party is authorized to terminate this Contract in writing with immediate effect, if a liquidation procedure is ordered against the other Party at first instance or in a legally binding manner, or the other Party decides on the initiation of a bankruptcy or final settlement against itself.
12. If any data of the product for packing, packaging, dimensions, weight or any other logistic parameter changes, then it must be notified by Suppler for Customer at least one week prior to the introduction of the product with the amended data in writing by the filling out and sending of the form of the article basic data. The product with amended data is deemed a new product. Supplier must always inform Customer that the product delivered for him is the first depot in Hungary in advance at such a time that Customer could fulfil its relevant obligations correctly. If Supplier fails to fulfil this obligation, he must bear any losses and penalties deriving from this.
13. Purchase orders must be submitted by Customer by electronic mail at a regularity to be agreed on by the Parties. Purchase orders contain the following data: trade name and invoicing address of Customer, the number of the purchase order, description, article number, quantity and quantity unit of the ordered products, and the precise delivery address, and the name and contact details of the person responsible for takeover.
14. If the product is carried on public roads, Supplier acknowledges that the carriage can started solely in possession of the number of the Electronic Public Road Goods Traffic Control System (hereinafter: EKAER) provided for by the Act on the Order of Taxation.
15. Supplier must send a confirmation of the acceptance of the purchase order by e-mail within 1 business day of the receipt of the purchase order by referring to the purchase order number of Customer. The confirmation must contain:
a. In case the Product is delivered in the framework of the organization of Supplier: The precise day and time (hour, minute) of the delivery of the Product as agreed with the competent warehouse of Customer and all details of the purchase order. Prior to the confirmation of the purchase order Supplier must agree with the person responsible for the takeover of the goods as indicated in the purchase order as to when the goods can be taken over in order to prevent any unnecessary waiting time on part of Supplier, and this agreed time must be written in the confirmation as a precise delivery time. In case of default Supplier must pay a penalty of 15,000 HUF for each breach of law for Customer.
b. In case the Product is delivered by an agent of Customer: The precise initial and final date of the delivery of the Product at Supplier’s site, the time of the release of the goods (from…to…), the depot number of the goods and their gross weight, and all details of the purchase order.
16. 16. The confirmed purchase order must be delivered by Supplier fully according to those set forth in the Contract. Failing this Supplier must pay a penalty as defined in clause 51 for Customer, within 8 days of the issue of the financial settlement of accounts.
17. If there is no “Strategic Periodical Supplementary Agreement” in place between the Parties and Supplier fails to confirm the purchase order within 1 business day, the Product is, however, delivered, Customer has the right to refuse the takeover of the Product without any consequences, in which case Supplier may not have any claims whatever.
18. If Customer has a “Strategic Periodical Supplementary Agreement” in place with Supplier and nevertheless Supplier fails to confirm the purchase order, or confirms it other than according to those set out therein, then it will be deemed a confirmation in accordance with the purchase order.
19. If Supplier fails to perform the purchase order of Customer in the period, when there is a “Strategic Periodical Supplementary Agreement” in place between them, concerning any Product, then Customer is entitled to cover purchase (where the extra costs can be claimed from Supplier) as well as to a penalty for failure as described in clause 51 of GTC.
20. Customer can cancel or amend his purchase order before delivery – within a reasonable time – in whole or in part without any legal consequences. A cancellation or amendment of a purchase order within reasonable time is existing, if it takes place until 10,00 a.m. on the working day prior to the date of supply or delivery.
21. Supplier warrants that the Product, which can be ordered during the validity of the Contract, is a safe food with all the required official permits in compliance with the Hungarian and EU laws, standards and official requirements currently in effect, which was manufactured, marked, stored and transported in accordance with HACCP. Supplier undertakes that at the time of the delivery of the Product for Customer the date of suitability for consumption and quality preservation (hereinafter: Best Before Date) has not elapsed yet at least to 2/3; otherwise Customer is authorized to refuse the takeover of the given Product by referring to a faulty performance.
22. Supplier warrants that the packaging of the Product is in compliance with any laws, standards and official prescriptions currently in effect, it contains the relevant permit numbers and obligatory inscriptions, markings in Hungarian, German, Slovak and Romanian languages, furthermore the Best Before Date of the Product is shown on the specific packaging of the Products. The marking must be affixed to the Product so, that it can be removed only by a strong physical action, in case of a Product with variable weights the marking must contain the GS1 or EAN 128 barcodes completed by the weight, and in case of a Product with fixed weight the EAN 128 barcode. By the execution of the Contract Supplier warrants, furthermore, that the Product is free of any defects, and it is in all respects suitable for storing, delivery as well as for distribution. Goods can be only accepted in double packaging, bulk or loose deliveries will be NOT accepted.
23. Customer is obliged to accept the delivered goods from Supplier only if these contain homogenous data in terms of the date of expiry of the product or for each pallet, or if these contain identical data at least for each row, or each product must be furnished with barcodes in compliance with the GS1 or EAN 128 standards, bearing the date of expiry. In cases other than the above 3 preconditions Customer is authorized to reject the receipt of the Product and to state that the delivery has not been performed. Supplier is obliged to render a prior detailed written information on the storing and transport requirements of the Product for Customer.
24. Supplier agrees that any food Product pre-packed in the factory, which require cooling or freezing, can be carried solely by properly clean transport vehicles suitable for the transport of cooled or frozen Products, which ensure correct loading space temperature and the registration thereof, which is also suitable for the prevention of any external contamination of the Product. If the core temperature of the transported Product is not in compliance with the prescriptions, Customer is authorized to refuse the acceptance of the Product by referring to faulty performance. The vehicles used for the performance of the carriage service must also for any other products be lockable, and they must have a clean and hygienic loading space, which can be isolated from the weather conditions.
25. The Product must be placed on undamaged pallets. The height of the pallet, including the pallet, cannot exceed 1800 mm. The weight of the pallet, including the pallet, cannot exceed 800 kg. The Product cannot protrude over any sides of the pallet. Supplier must ensure that the Product could be always counted, and he must always roll it around with stretch foil in order that the goods could be transported safely.
26. One pallet is suitable only for the placement of Products with the same Best Before Date (homogenous pallet).
27. If any of the preconditions for the Product and the compilation of the Product is not met, Customer may refuse to take delivery by referring to faulty performance, or he may allow Supplier or its agent to repack the consignment.
28. The guarantee and warranty obligations, in any, related to the Products must be borne by Supplier. Supplier is obliged to exempt Customer fully and immediately from any liability and damage, which may arise from the defects or deficiencies of the Products. If the further distribution of the Product is suspended or prohibited by the competent veterinary or other authority for any reason whatever, then the volumes not sold yet – and recalled after selling – must be returned by Supplier at his own expenses subject to the decision of the said authority, or the costs of destruction must be reimbursed by Supplier for the Buyer.
29. By the execution of the Contract Supplier warrants that the Product supplied by it does not hurt or threaten the rights or rightful interests, and the life, health and physical integrity of any third parties in anyway or for any ground whatever for the duration of this Contract, furthermore Supplier agrees that in case of the occurrence or possibility of any such grievance (e.g. claim for product liability) he will immediately inform Customer and exempt Customer for any liability and he will immediately reimburse the losses and expenses for Customer – upon a notice to do so.
30. The place of performance is the particular address indicated in the purchase order, the own or contracted sites of Customer located in Hungary.
31. The day of the performance of the purchase orders is the date shown in the confirmation, which cannot be a date over a week as of the date of the purchase order, unless it is requested otherwise by Customer in the purchase order.
32. Supplier must immediately notify Customer of any conditions, due to which the performance of the purchase order in due time and otherwise according to the contract is delayed, prevented, made impossible or influenced in any other manner. Any losses from the failure of such notification must be borne by Supplier. This notification does not, however, exempt Supplier from the obligation of the payment of the penalty detailed in clause 51 or any other sanctions.
33. Customer acquires the ownership of the Product by the receipt thereof, by being authorized to resell it prior to the settlement of the invoice of Supplier.
34. The acceptance of the Product takes place in unit packs.
35. The itemized quantitative and qualitative acceptance of the Product takes place on part of Customer on the place of performance always with a reservation of rights. Customer reserves the right to enforce any claims deriving from a breach of contract [Ptk. Book no. Six Title no. X]. Any qualitative and quantitative deficiencies detected after acceptance must be reported by Customer to Supplier immediately after their detection.
36. Supplier is fully liable for any qualitative and quantitative complaints, for the deficient or faulty performance.
37. In case of a quantitative objection Supplier agrees to supply the missing Product at his own expense within 2 working days of the notice sent about the quantitative objection.
38. The Parties agree that Customer is authorized to refuse the acceptance of the Product in the following cases, even by returning the entire consignment, and Supplier undertakes to receive the Product as returns already accepted by Customer:
a. A Product other than that ordered has been delivered, or the ordered Product has been delivered not in the ordered packaging.
b. If Supplier has made any change on the unit packaging without sending any prior written notice for Customer.
c. The qualitative or delivery conditions of the Product are not in compliance with the qualitative and delivery requirements set forth in clause 3.
d. In case of frozen product if the proper shock freezing process was not carried out by the original producer/manufacturer.
e. One consignment contains the same Product, but with more than two Best Before Dates or Dates of Expiry.
f. If the delivery note, the CMR or any other delivery document do not show the LOT number, date of expiry or ECC ID-no. of the Product in an itemized way, or if it is not indicated that the product is in frozen condition. If there are more Best Before Dates and/or LOT numbers, the weight of the Product must be marked by a breakdown.
g. Due to any official prohibition the Product may not be distributed in general or otherwise by the Customer or within his sphere of interest.
h. In any other cases defined in this Contract, in a separate agreement made by the Parties, or by law.
i. Due to a qualitative defect, which may be evaluated by Customer by examinations with the own sense organs. Should any dispute arise between the Parties as to the evaluation of the qualitative delivery of the goods, the Parties submit themselves to the exclusive decision powers of the official veterinarian competent for the warehouse and they accept his expert’s opinion without any condition. If the above conditions are in place (a) Customer is authorized to refuse the acceptance of the affected Product without any obligation for payment and any damages or indemnification, and Supplier is obliged to deliver the Products affected by the refusal according to contract within 1 business day of the notice sent for Customer, or (b) if the Products affected by the faulty performance have been already accepted, Supplier is obliged to remove the Products affected by the faulty performance (as returns) within 2 business days of the notice sent by Customer and to deliver the Product in compliance with the contract.
j. The lack of barcodes.
39. If Supplier deliberately fails to meet the obligation for the correction of the above failures, he will be obliged to indemnify Customer in a manner described in clause 51 of GTC.
40. Supplier is obliged to amend its invoice issued earlier by the volume of the Product which has been returned. If Supplier has not issued any invoice yet, then he can issue an invoice only about the delivered quantity by the deduction of the quantity of the returns.
41. In case of returns for any faulty performance (quantitative or qualitative objection) the invoice must be amended by Supplier as appropriate.
42. The delivery-takeover of the Product is certified by the Parties by an itemized delivery note or CMR issued by Supplier, on which the delivery-takeover is confirmed by the representatives of the Parties with their signature (stamp, date, time, signature), by recording any quantitative or qualitative objections experienced during the delivery-takeover, as well. The delivery note accompanying the Product must contain, as a reference number, the number of the purchase order sent by Customer; if this is missing, Customer can refuse to take delivery without any legal consequences by referring to a faulty performance. The document for a replacement or exchange is a separate delivery note, for which no charges can be invoiced for Customer.
43. The Parties can agree that in case it is requested by Customer in particular, the Product purchased from Customer will be repurchased by Supplier – at a price reduced, as appropriate, due to the features of the Product and to the further suitability for use by Supplier. Supplier will settle Customer’s invoice within a payment term of 30 days of the issue of the invoice. Should Supplier not receive the invoice within 15 days of the issue thereof, the payment term – including any legal and contractual deadlines to be calculated as of the due date – will be extended by the period of the delay.
44. Supplier will ensure an exchange of the Product free of charge in case of a qualitative complaint (such as claim of a buyer or consumer) at the option of Customer either within 2 business days or at the time of the next delivery.
45. The invoiced delivery price of the Product:
a. If the Product is delivered in the organization of Supplier: it includes the costs of packaging, delivery, unloading as well as delivery-takeover, and any other expenses of Supplier.
b. If the Product is delivered by a carrier agent of Customer: it includes the costs of packaging, uploading as well as the expenses of delivery-takeover of the Product, and any other costs of Supplier.
46. Customer agrees that the commercial selling price of the food industrial Product purchased from Supplier will not be under the invoiced delivery price, except for the cases defined by law.
47. Supplier acknowledges that for the employees of Customer, the related individuals, or for any other enterprises of the said employees (irrespective of legal title) Supplier may not award any gifts, commissions, loyalty charges, bonuses or any other benefits with a higher value than 15,000.- (fifteen thousand) HUF annually – except for any other benefits originating from customary business activities (free of charge partnership invitation for a factory visit or exhibitions) to be approved in writing in advance by the President & CEO of Customer.
48. Supplier acknowledges that his obligation set forth in clause 47 is of critical importance for the cooperation of the Parties, due to which the possible breach of the said obligation is deemed such a serious violation of law, for which Supplier will be obliged to pay indemnification for Customer, with a rate of 15 % of the Product Turnover of 1 year between Customer and Supplier. If the unlawful behavior raises the suspicion of a criminal act at the same time (§§ 290 and 291 of the Criminal Code [hereinafter: Btk.]), then Customer is obliged to notify the competent criminal investigation authority in order to launch criminal proceedings. A violation of such type is deemed serious breach of contract and it can be a basis for the termination of the contract of the Parties with immediate effect.
49. Customer and Supplier declare that they handle any facts, data or other information, which come to their knowledge in relation to their legal relationship, as confidential information, and they will keep these as such according to the rules for the keeping of trade secrets both for the duration of their legal relationship and for unlimited period of time after the termination thereof. Furthermore, the Parties are obliged to abstain from the publication, distribution, supposition, disclosure or making accessible of any information, which may hurt or threaten the goodwill of either Party in any manner whatever - whether true or untrue or showing the reality in a false manner. If any of these provisions is violated, the Party in breach has liability for damages.
50. The Parties declare that in terms of the conditions – as well as for any other aspects of this contract – they will always respect the provisions of the Act XCV of 2009 about the prohibition of unfair distributor’s behavior against suppliers concerning agricultural and food industrial products, and they execute and apply all of their agreements in an effort to be in full compliance with the said Law (and any other relevant laws).
51. If a purchase order is fulfilled with a delay or other than in accordance with the contract, Customer is entitled to a penalty for default. The basis of the penalty is the list price of the Product affected by the delayed or non-contractual performance without VAT. Rate of the penalty: 2 % of the basis of the penalty / calendar day, until the correct performance is accepted by Customer, but not higher than 20% of the basis of the penalty. If the penalty reaches 20%, Customer has the right to terminate unilaterally. In case of non-performance of the purchase order Customer is entitled to a penalty for failure (a non-performance is in particular, if Supplier does not confirm the purchase order for the given Product at all, or if the notification of any obstacles, of the performance in parts or by a product with any other packaging or by a replacement product is not confirmed, not accepted by Customer, or accepted only under conditions, which conditions will fail later on). The basis of the penalty is the list price of the Products affected by non-performance without VAT. Rate of the penalty: 20% of the basis of the penalty. If there is a “Strategic Periodical Supplementary Agreement” in place for the given Product between the Parties, which covers what quantity and at what price Supplier has to deliver from a given Product or product group and this is not fulfilled in the schedule of the purchase orders, then Customer is authorized for a cover purchase from any other suppliers, the extra costs of which have to be paid by Supplier within 8 days against an invoice to be issued by Customer. Supplier acknowledges that in such cases Customer must purchase at a price even higher by 30 %, therefore Supplier agrees to accept the unit prices of the cover purchase as certified by Customer with an invoice, and Supplier explicitly waives the right of disputing of these transactions.
52. The amount of the penalty must be transferred by Supplier for Customer within 15 days of the receipt of the payment notice of Customer.
53. The rate of the penalty types defined in clause 51 of this contract are admitted by the Parties as being in proportion to the weight of the breach of contract, and consequently they explicitly waive any claims of them for the reduction of the penalty.
54. The Parties explicitly agree to apply only such prices for the wrappings, which have been approved by both Parties. Supplier is obliged to indicate the quantity of the wrappings supplied for Customer in the delivery note. The difference of all wrappings delivered or returned by Supplier will be charged or credited by Supplier for Customer. Supplier is obliged to agree on and to settle the accounts of the balance of the wrappings with an agent of Customer at least once in a year, not later than the 1st day of December of the current year.
55. Supplier is obliged to take back its own wrappings to an extent distributed by him, for the whole duration of this supply relationship, as well as within 120 days of the ending of the said relationship. In case of the termination of the supply relationship Supplier must repurchase the wrappings at the last contractual price.
56. Supplier is not authorized to invoice pallets for Customer, which Supplier’s agent does not want to accept as a replacement at the time of the delivery by referring to other reasons, except for qualitative objections for the pallet. In such case it must be recorded in the delivery document that the agent of Supplier was not willing to accept any replacement pallet.
57. Supplier supplies permanently on pallets in accordance with the requirements set forth herein, whilst Customer returns replacement pallets in accordance with the same requirements on a standing basis. Supplier continuously keeps the quantitative records of the pallets against Customer. The Parties settle accounts of the pallets every 3 months, and they settle any negative or positive balances with the provision of replacement pallets. No pallets will be invoiced. Those set forth in this clause must be applied, as appropriate, for any other assistive means of transport, as well.
58. If any provision of this Contract is invalid or unenforceable for any reasons whatsoever, the other provisions or the GTC as a whole remain valid and enforceable. In this case the Parties are obliged to replace the invalid or unenforceable provision with such a valid and enforceable provision, which comes closest to the contractual intention of the Parties at the time of the execution of this Contract by the Parties.
59. For any issues not covered by the GTC the Hungarian Civil Code and the laws for the legal relationship currently in effect are governing, including – provided that bindingly applicable – the Act CLXIV of 2005 about trade, and the Act XCV of 2009 about the prohibition of unfair distributor’s behavior against suppliers concerning agricultural and food industrial products. For any disputes arising from, or in connection with this Contract the Parties submit themselves to the exclusive jurisdiction of the Court with headquarters in Győr (Hungary), which has due powers.
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