General Contracting Conditions (“GCC”)

Company Name: D és Tsa. Bt.
Principal Office and Invoicing Address: 2600 Vác, Dr. Csányi László Krt. 83.
Office and Storehouse : 2600 Vác, Galcsek u. 8-10.
Phone: +36 27 502 555, +36 27 502 556
Fax: +36 27 200 835
E-mail: sales@destsa.hu
Tax Number: 24585006-2-13
Community Tax Number: HU24585006
Registration Court of Authority: Court of Registration of Budapest District
Nr. of Registration: 13-06-023645
Chamber Membership: Chamber of Commerce and Industry of Pest County and Érd County

  1. General

The present conditions shall be interpreted in combination with any invoice, delivery note released by the company “D és Tsa. Bt.”, as well as trading services of ESD products, any ESD servicing contracts and all other possible documents related to the trading of ESD products. Any business condition differing from our sales and delivery conditions cannot be accepted but in written form.

  1. Making Offer and Placing Order

Our offers shall be regulated by offer engagement within the term of validity. Beyond the validity of offer, the extension of offer may be possible in written form. The first order may be considered as accepted only following a written confirmation or performance. The written orders placed may be accepted whenever they include the following minimum information data: DATA OF THE ORDERING COMPANY; CLAIMED DELIVERY ADDRESS; PRODUCT CODE / ARTICLE NUMBER, QUANTITY, UNIT PRICE, OFFER IDENTIFICATION. We cannot accept orders but in Hungarian and/or English version. Please, send your orders to the following E-mail address: megrendeles@destsa.hu

  1. Abandonment of Order, Force Majeur

In case of any Force Majeur or similar unpreventable events, “D és Tsa. Bt.” may restrict deliveries for the period of such events, or even abandon any Contract concluded. Force Majeur events include, but are not limited to, work debates, operation troubles, repairs in the manufacturing plant which cannot be postponed, authority measures of any kind, deficient, late or incomplete arrival or restricted delivery of raw and auxiliary materials, electrical or gas supply failure, as the case may be, lack of transport means, transport troubles, war, revolt, natural catastrophe or similar events, as well as any event considered as non preventable. As far as any compensation claim is raised against “D és Tsa. B.”, the company’s responsibility shall be restricted to deliberate and severe careless damage. This responsibility shall not include any indirect or consecutive damage.

  1. Confirmation

Following the reception of a regular order as detailed in Chapter 3, “D és Tsa. Bt.” shall dispatch an official Confirmation to Costumer within not more than 2 to 4 working days after order arrival. Unless Customer raised any objection related to the content of Confirmation within 2 working days following its reception, we shall consider the Order as final, and its content may not be modified any more but against special charge.

  1. Delivery, Establishment of Quantity

Observance of delivery deadlines shall only be obligatory in case of explicit written confirmation.
“D és Tsa. Bt.” shall not be responsible for any late delivery whenever the availability of loading capacities and transport means is hindered by such obstacles which are beyond their control, thus, prevailing impossibility of any delivery to term. In case of any notification to be despatched by dealer, the damage risk shall be transferred in the moment of handing over of goods by dealer or of the acceptance of goods from dealer for dispatch. In case of any sale for final private users, damage risk shall be transferred in the moment of ownership transfer to buyer. Unless dispatch and/or delivery is not late due to reasons imputable to buyer, or buyer is late for any other reason, so damage risk shall be transferred to buyer even in such situations. The quantity of goods serving as pricing basis shall be established by “D és Tsa. Bt.”, and this shall be settled in accordance to the prices existing in dispatching condition. Basic shipping parity for Customers: EXW.

/Ex Works (EXW) is an international trade term that describes an agreement in which the seller is required to make goods ready for pickup at his or her own place of business. All other transportation costs and risks are assumed by the buyer/

Customers may make use of the following transport modes from “D és Tsa. Bt.”.

  1. “D és Tsa. Bt.” shall submit the goods ordered in their storehouse and make them ready for delivery. Information shall be dispatched to Customer on the size, weight of the shipment, who shall take charge of the transport of goods. Unless Customer takes charge of the transport of goods within not more than 5 working days from the reception of shipment data, “D és Tsa. Bt.” shall be entitled to charge a warehouse rest of EUR100 for each day. In case of choosing this mode of shipment, “D és Tsa. Bt.” shall perform no kind of freight organisation (e.g. not using the Customer’s package forwarding ID etc.).
  2. “D és Tsa. Bt.” shall carry out freight organisation with the help of their shipping partners and shall have the ordered goods transported to the address specified on the Customer’s Order. This shall occur 1 time every week. The quantity of goods used for pricing shall be established by “D és Tsa. Bt.”, and it shall be settled pursuant to the delivery condition of goods.
  3. “D és Tsa. Bt.” shall carry out freight organisation with the help of their shipping partners and shall have the ordered goods transported to the address specified on the Customer’s Order. Dispatches shall individually be carried out on the basis of placed orders. It is not possible to group orders for shipping purposes. The quantity of goods used for pricing shall be established by “D és Tsa. Bt.” and it shall be settled pursuant to the delivery condition of goods.

In case of each mode of shipment, “D és Tsa. Bt.” shall strive after optimal package sizes with the consideration if their Customer’s interests in order to enable the most favourable transport costs with respect to the package size concerned.

In the present GCC (“ÁSZ”), the Customers of “D és Tsa. Bt.” may indicate any of the shipment modes A, B and C in written form, and the modification of the shipment mode indicated shall be possible 1 time every semester.

“D és Tsa. Bt.” shall organise shipments exclusively to the address indicated by Customer on his Order. The shipment to a different address or to third parties shall only be possible but against special freight charges and following special written agreements.

  1. Establishment of Sample and Quality

To our best knowledge, analysis data and other quality specifications are conform to the present stage of information and our development strategy. Samples and test specimen meet the general quality of products, unless concluding a special agreement related to other special specifications linked to a special deadline. “D és Tsa. Bt.” shall guarantee that their product conform to the quality conditions indicated on the package, or to the Standards EC 61340-5-1 and ANSI/ESD S20.20, respectively.

  1. Quality Objections

Concerning the quantity delivered and the packing, Customer shall be committed to check the packing units and quantity on the occasion of their reception, and to notify any deficiency as well as to the partner and the company’s representative charge with shipment, i.e. dispatching any claim in written form to “D és Tsa. Bt.” Following the reception of such written remarks concerning quantity or packing, “D és Tsa. Bt.” shall not be committed to consider any other comments. Unless Customer is not a dealer, he shall be committed to signalize in written form any discovered deficiency, and unless he is not a dealer, then any evident defect, quantitative deficiency or mistaken delivery at the time of arrival of goods to the place of destination, on the occasion of reception, strictly prior to the utilisation of goods. An additional premise is that the goods should be in their original closed condition, and not having been dispatched to the destination site. Buyer is committed to protect Supplier from possible claims. In case of any qualitative objection, a prompt written reclamation should be sent, and the residues secured in their original packing, but also the goods already given over to operation. The Seller should be given the possibility to take all necessary steps for investigating the objection on site. In case of a fundamental objection, our company may at our option apply a compensatory delivery or price allowance. As the Buyer is no dealer, so we shall exclude any further claims against “D és Tsa. Bt.”, even those which do not represent any guarantee of requisites. This does not concern any responsibility due to deliberate damage, not even the situations in which obligatory forfeited deadlines prevail due to the force of Acts, and neither any responsibility pursuant to the Act of Product Conformity.

The submittal of spare product claims is possible by electronic letter to the following address: www.dlb.hu/return-consignment-form

In what shoes are concerned, the submittal of spare goods shall occur by electronic application to the following address: www.destsa.hu/online-labbeli-csere-igenyles

The return of products to “D és Tsa. Bt.” does not automatically result in replacing! Replacing claims shall be investigated case by case! The return of the products specified in replacing claims shall represent the applicator’s task and the costs shall be covered by the same! Unless it is subsequently not proved that the qualitative objection is entitled, “D és Tsa. Bt.” shall be committed to reimburse to the consumer any costs of return paid by the consumer.

  1. Prices

Any agreement concerning the price of goods shall only be possible pursuant to a written confirmation based on Chapter 2 or any agreement concluded in case of performance. The sales tax shall be charged specially pursuant to the prevailing extent in force. The prices confirmed – unless a different written agreement had been concluded – shall be valid for 30 days. We shall reserve the right of modification of prices any time and without any deadline, even in case of price agreements, whenever the totality of crude oil, economic situation and budgetary fees (e.g. crude oil tax, fee of waste/used oil etc.), fixed freight charges, raw material prices and other costs varies. Following the expiration of the confirmed deadline, new agreements may be concluded. Until the conclusion of such agreements the previously applied prices shall be in force.

  1. Payment

The counter price of orders shall be compensated by previous transfer based on pre-payment call, without any deduction, except for any different deadline established in the Offer. Until there will be no performance on the basis of pre-payment call, no ordering process shall be initiated, thus, confirmation shall not be possible but after payment performance.

In case of any late application for payment, “D és Tsa. Bt.” shall charge the penalty interests on the Customer, the amount of which shall be double of the interest rate of the Central Bank at the prevailing date + 7%. Any injury of payment conditions or terms, which may affect the buyer’s credit rating, shall make due all the claims, irrespective of any modification occurred during the running period. Any enforcing of the right of taking into account of the right of retention against “D és Tsa. Bt.” shall only be conceivable if it was related to any due claims or to any claim recognised by “D és Tsa. Bt.” or established in a final judgement. For the collection of any claim older than 30 days we shall make use of a legal representative, the fees of which shall be paid by the party having committed the late performance. The data produced within our contractual legal relation and the data available to us shall be stored and managed confidentially. We shall observe the rules of data protection.

The issue of final invoices of orders shall be made individually for each order; no consolidation of orders is possible in respect of invoicing.

  1. Maintenance of Ownership

Each product delivered within the business agreement shall remain the ownership of “D és Tsa. Bt.” until the settlement of invoices. Thus, with certain exceptions to the usual business policy, Buyer shall not be entitled to dispose of the goods, to pledge the goods to third persons or even not to transfer them as security until the full compensation of invoices. Any claim for buying prices from the retailer, which are due to him on the basis of the alienation of any goods owned by “D és Tsa. Bt.”, must be approved by “D és Tsa. Bt.”. The retailer shall be entitled to collect claims as long as he contractually satisfied his payment obligations against “D és Tsa. Bt.”. Unless Buyer fulfilled this commitment of his, the amounts collected shall be due to “D és Tsa. Bt.”, and these amounts should be managed and preserved separately. In case of the mixing or processing of the goods subject to ownership maintenance with other ones, “D és Tsa. Bt.” shall be entitled to a joint ownership share in proportion of the goods subject to ownership maintenance. In this process, the first and second paragraph shall be applied accordingly.

  1. Termination

The parties may exert their termination right by means of a one part written declaration addressed to the other party. In case of the termination of contractual relationships, the partner shall be committed to pay for the goods already received, and as to the other party, “D és Tsa. Bt.” shall not be committed to deliver the goods ordered but not yet delivered, respectively. In case of a termination right enforced with legal reasons, the commitment of a full material settlement between the parties shall not cease.

Any deviation from the provisions of the present GCC is allowed only following the conclusion of related a special written agreement.

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