As set forth in these General Terms and Conditions of Purchase, Buyer shall refer to DOHERTY HUNGARY Ipari és Kereskedelmi Korlátolt Felelősségű Társaság, registered seat: 5900 Orosháza, Gyártelep utca 2., HUNGARY, Company registration number: Cg.04-09-004400, Tax number: 11432427-2-04, incorporated under the laws of Hungary.
These general terms and conditions of purchase (“Terms and Conditions”) shall govern and form an integral part of all agreements entered into and all purchase orders placed by Buyer for the supply of goods and/or services by your company (hereafter referred to as "Supplier"). Each such agreement or purchase order shall be referred to herein as the "Agreement". As used herein, the term "goods" shall include both tangible and intangible goods, including software, service requirements, spare parts, and any related software and/or documentation that may accompany the goods. Reference to "goods" shall (where applicable) be deemed to include services.
These Terms and Conditions shall constitute all the terms and conditions of any Agreement between Buyer and Supplier relating to the purchase by Buyer and sale by Supplier of goods unless specifically agreed otherwise in writing by Buyer. Any terms and conditions set forth in any document or documents issued by Supplier either before or after issuance of any document by Buyer setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by Buyer. No Agreement other than this one constitutes acceptance by Buyer of any other terms and conditions and Buyer does not intend to enter into any agreement other than those set out herein. Any changes made to these terms and/or the Agreement must be specifically agreed to by Buyer in writing.
Any purchase order made by Buyer is expressly conditional based on Supplier’s assent to all of the terms contained in the purchase order without deviation. Acceptance by Supplier of a purchase order may be verified by (i) Supplier’s written or verbal assent or the written or verbal assent of any representative of Supplier, (ii) Supplier’s delivery of the goods, or (iii) other conduct by Supplier or any representative of Supplier consistent with acceptance of the purchase order.
The Supplier shall be obliged to accept and confirm the orders of Buyer within 72 hours. In case of no feedback the purchase order is considered as accepted with the same conditions. In the event that Supplier for any reason anticipates any difficulty in complying with any agreed delivery date or otherwise in accordance with any requirement of the Agreement, Supplier shall promptly notify Buyer in writing. Supplier shall exert reasonable efforts to accommodate any reasonable request by Buyer to reschedule confirmed delivery dates, or to modify parts of the Agreement.
Upon Buyer’s request Supplier shall without delay provide information in writing concerning the status of any order, shipments due and payments and other items relating to the business flow between Supplier and Buyer as Buyer may request. Supplier undertakes to inform Buyer immediately when it anticipates constraints on its capacity to supply goods as ordered by Buyer, in which case Supplier will provide suitable assurances to Buyer that its requirements will be adequately carried out.
In the case of delivery delay Buyer shall be entitled to a statutory claim. In particular, Buyer shall be entitled to demand damages in lieu of performance and to rescind the contract, following the expiry of a reasonably specified deadline.
Supplier and its subcontractors shall maintain accurate records and books of accounting showing all charges and related expenses incurred during the provision of the services hereunder. Said records shall be maintained in conformance with generally accepted accounting principles and procedures.
All goods shall be delivered Delivery Duty Paid ("DDP", latest version of Incoterms as issued by ICC, Paris, France) and risk and title to the goods (free and clear of any encumbrances) shall pass to Buyer upon delivery, unless expressly otherwise agreed in writing by Buyer. Supplier shall make no deliveries before the agreed delivery date(s) and Buyer shall not be liable for any costs incurred by or related to production, installation, assembly, commissioning, or any other work related to such goods prior to delivery, except as explicitly agreed to by Buyer. Where the Agreement provides for installation, commissioning, or any other work to be carried out by Supplier such work shall be executed with quality workmanship and using proper materials. As a minimum requirement, such goods shall comply with all applicable quality and certification standards. Supplier shall pack, mark and ship the goods in such manner as to prevent damage during transport and which facilitates unloading, handling and storage.
For all software, including without limitation device drivers, firmware and any necessary software for the proper operation and support of the goods (collectively “Software”), Buyer and its Affiliates are granted a perpetual, non-exclusive, non-transferable, irrevocable, royalty-free, worldwide right and license to use, reproduce, prepare derivative works of and distribute the Software in connection with Buyer’s distribution and support of the goods including without limitation distribution in electronic form (e.g. via Buyer’s website). Supplier agrees to provide all updates and modifications to the Software to Buyer during the term of the Agreement without additional charges. Any license fees for Software shall be included in the purchase price or any other amounts payable under the Agreement.
Without prejudice to any warranty extended, express or implied, by law, Supplier expressly warrants and represents to Buyer that all goods to be supplied to Buyer shall be new, of good quality, design, materials, construction and workmanship, and that all goods conform strictly to the specifications, approved samples, industry standards and all other requirements of the Agreement, and are suitable for the intended purpose. In the case of non-compliance with this warranty, Buyer may, at its discretion and without prejudice to any other right or remedy available under the Agreement or at law, reject the goods which do not comply with the provisions of this section.
Buyer, upon request, shall be entitled to a full refund of the purchase price of the defective goods, or may require Supplier to remedy promptly the non-conformance or to replace the defective goods. In such event Supplier shall be responsible for and indemnify Buyer against and shall hold Buyer harmless from any and all costs of repair, replacement and transportation of the defective goods, as well as for all costs and expenses (including, without limitation, recall, inspection, handling and storage costs) and damage incurred by Buyer in connection with such defective goods. Risk to the goods shall pass to Supplier upon the date of receipt of notice of rejection.
Supplier warrants that the goods will be free from epidemic defects. An ”epidemic defect” is a defect which appears in more than half a percent (0.5%), or any lower percentage as specified in the specifications, of the goods of the same or substantially the same type delivered by Supplier to Buyer within the epidemic defect period as stated in the relevant specifications, or if no such period is stated, within any consecutive period of three (3) months, and which defect is either similar or substantially similar or has similar or substantially similar cause. In the event of an epidemic defect, Supplier shall urgently and at its costs and expense repair or replace goods delivered to Buyer which show such epidemic defect within the reasonably expected life time of such goods and Supplier shall further indemnify Buyer for all losses and damages incurred by Buyer, including without limitation all costs and damages in relation to recall of any goods or products in which the goods are used from the market (whether defective or not) in relation to the epidemic defect.
Invoices can only be processed by Buyer if the order number stated in the invoice is in accordance with the order guidelines. The Supplier shall be responsible for all consequences resulting from non-compliance with this obligation unless it provides proof that it is not responsible for said non-compliance. Subject to acceptance of the goods by Buyer, payment shall be made following a properly submitted invoice within 60 days or within 30 days following the date on which the goods are delivered or (if applicable) installed and commissioned with a 2% discount - upon the discretion of the Buyer.
All prices include all taxes and duties except to the extent the same are to be borne by Buyer pursuant to the applicable Incoterms. All such taxes and duties deemed to be included in the price, shall be borne by Supplier, and Supplier shall pay such taxes and duties or, where these have been paid by Buyer, reimburse Buyer for such taxes and duties.
Buyer shall have the right to inspect and/or test the goods at any time and location. Payment, inspection, testing or acceptance of any goods by Buyer shall not relieve Supplier of any of its obligations under the Agreement, nor shall it constitute acceptance or approval of any goods or constitute or operate as a waiver of any defect, nonconformity or any rights or remedies available under the Agreement or at law.
9. DRAWINGS, TOOLS, AND MATERIALS
Any specifications, drawings, information, tools and other materials furnished to Supplier or funded or paid for by Buyer (whether separate or as a part of the unit price), in whole or in part, shall (i) remain or become as of the moment of completion thereof, Buyer’s property provided that the risk (including risks of loss or damage) remains with Supplier until delivery to Buyer, (ii) if use thereof by Supplier is allowed by Buyer, be used exclusively for the purposes of the Agreement, be properly used, maintained and kept in good working condition at Supplier’s expense, (iii) be clearly marked as Buyer’s property and be kept in separate storage when not in use, and (iv) be delivered to Buyer promptly on Buyer’s demand. Supplier shall inform any third parties who might seek recourse thereon of Buyer’s proprietary right; Supplier shall immediately inform Buyer of any such event. Supplier shall take out adequate insurance, setting forth Buyer as beneficiary, for all property of Buyer in the possession of Supplier.
Without prejudice to any other right or remedy available to Buyer under the Agreement or at law, Supplier shall indemnify and hold Buyer and its Affiliates and their successors harmless from and against all liabilities, claims, suits, losses, damages, costs and expenses (including reasonable attorney’s fees), whether direct or indirect, arising from or relating to a third party’s claim arguing that the goods constitute(d) infringement, violation or misappropriation of any intellectual property right or other proprietary right of a third party.
11. CONFIDENTIAL INFORMATION
Supplier agrees to treat as confidential and to use only for the purposes of the Agreement all information, including but not limited to technical and commercial information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies which is provided “as is” in whatever form or medium by or on behalf of Buyer and to give access to such information only on a need to know basis to its employees and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Buyer’s prior written consent.
12. INTELLECTUAL PROPERTY RIGHTS
Supplier agrees that any information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies, and other work products generated or developed in the course of work performed under the Agreement by Supplier and any intellectual property and other proprietary rights therein or thereto shall vest in Buyer. Supplier assigns or shall cause to be assigned to Buyer all right, title and interest to any and all such items and rights and to do everything necessary to perfect such rights and to protect Buyer’s interest therein. Supplier shall inform any third parties who might seek recourse thereon of Buyer’s proprietary rights; Supplier shall immediately inform Buyer of such an event.
Buyer may terminate all or any part of its obligations under Agreement to purchase or accept goods at any time for its convenience upon written notice to Supplier. If Buyer provides the written notice to Supplier at least thirty (30) days prior to the specified shipping date of the relevant goods, Buyer shall have no liability for the termination.
14. COMPLIANCE WITH LAW, HEALTH, AND SAFETY STANDARDS
Supplier represents and warrants to Buyer that the goods will and have been designed, manufactured and delivered and/or the services will and have been performed in compliance with all applicable laws and regulations (including, without limitation, environmental, health and safety laws and regulations and any Buyer’s policies or guidelines on the environment and banned substances from time to time informed to Supplier). In the event of dangerous or hazardous goods, Supplier shall provide to Buyer written and detailed specifications of the composition of such goods and of all laws, regulations and other requirements relating to such goods in order to enable Buyer to properly transport, store, process and use such goods.
15. CONSEQUENTIAL DAMAGES
Supplier shall not be entitled to loss of profits loss of revenue or goodwill or indirect or consequential damages.
16. GOVERNING LAW AND DISPUTE RESOLUTION
The Agreement shall be governed by the laws of Hungary. All disputes arising out of or in connection with the Agreement shall first be attempted to be settled through consultation and negotiation in good faith, and a spirit of mutual cooperation by Supplier and Buyer. All disputes shall be submitted to the competent court of Hungary.
In the event that any provision(s) of the Agreement or these Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding, or action shall not negate the validity or enforceability of any other provisions hereof.
Dated 1 December 2022