1.1. Only the present General Terms and Conditions of Purchase (hereinafter: Supplier GTC) of BHE Bonn Hungary Elektronikai Korlátolt Felelősségű Társaság (hereinafter: BHE) shall apply to orders issued by BHE. The supplier undertakes to deliver physical goods and to perform related or unrelated services. The supplier’s general terms and conditions, any customary practices between the parties, or any other agreements shall apply only if BHE has confirmed them in writing as a supplement to the Supplier GTC.

1.2. The BHE Supplier GTC shall govern all future transactions conducted with the supplier

2.1. Orders are only valid if issued by BHE in writing (via email, website, or letter). The supplier must confirm the order in writing within 3 working days.

2.2. If BHE does not receive confirmation within three (3) working days following the date of the order, it shall be entitled to cancel the order.

2.3. BHE reserves the right to unilaterally modify the design and specifications of the products to be delivered in writing before receiving the confirmation, provided that such modifications do not significantly affect the supplier’s performance capability. Prior to ordering such modifications, BHE must consult with the supplier regarding the cost and schedule implications of the changes and approve them in writing in light of the new conditions. BHE is entitled to suspend the order for a justified reason, for a period not exceeding 90 days, not limited to force majeure cases, and shall notify the supplier in writing.

2.4. The supplier may only engage subcontractors with the prior written consent of BHE.

3.1. The prices stated in the BHE order and confirmed by the supplier are binding.

3.2. Unless otherwise agreed, the prices set by the supplier shall be established based on DAP parity according to Incoterms® 2020.

4.1. The dates, quantities, and periods specified in the order are binding and must be fully complied with.

4.2. If the supplier performs a partial delivery and the full execution of the order is unreasonably delayed or not completed despite repeated notices from BHE, BHE shall be entitled to cancel the remaining part of the order.

4.3. The supplier is deemed to have delivered on time if the products are handed over at the delivery location approved by BHE or, in the absence of a specific agreement on another delivery location, at BHE’s registered office, by the deadline specified in the order.

4.4. The supplier bears the risk associated with the transportation of the products ordered by BHE until they are delivered to BHE.

4.5. When determining the delivery deadline, the date specified in the order issued by BHE shall be considered binding, and is to be calculated in calendar days.

4.6. As soon as the supplier becomes aware of any difficulties in procuring materials, manufacturing, or shipping that may prevent the timely delivery of the ordered products, it must notify BHE without delay. Such notification does not relieve the supplier of its obligation to deliver the products on time or from bearing the risks related to performance.

5.1. The products and services provided by the supplier must comply with generally accepted technological standards or those explicitly specified by BHE in the order, including safety regulations and agreed technical specifications. Any changes to the ordered products or issued manufacturing procedures require BHE’s prior written approval.

5.2. If there is no explicit agreement between BHE and the supplier regarding the type, scope, tools, or methods of inspection, the supplier is obliged to make a proposal during the ordering process. Acceptance of such a proposal is subject to BHE’s prior written approval. At the supplier’s request, BHE is obligated to discuss the inspections with the supplier to the best of its knowledge, experience, and capability, and will determine the required level of inspection technology.

5.3. If the supplier receives drawings, product samples, or technical specifications from BHE, it is obliged to comply with them regarding the type, quality, and design of the products to be delivered. Failure to comply will be considered defective performance with all its legal consequences.

5.4. The warranty period is a minimum of 12 months from the time of DAP delivery.

5.5. The supplier must repair or replace defective products at its own expense, including all return and re-shipping costs, which also covers any potential multiple customs clearance costs. The warranty period restarts for the repaired or replaced components.

5.6. BHE is entitled to require the supplier to hold liability insurance in connection with the delivered products, services, and performance.

6.1. The supplier must carry out all inspections of the products manufactured and/or supplied by him, irrespective of any incoming goods inspections that may be undertaken by BHE Bonn Hungary Electronics Ltd. The supplier will be responsible for the perfect quality of the delivery item. Inspections carried out by BHE Bonn Hungary Electronics Ltd. will not release the supplier from this obligation.

6.2. The order number issued by BHE Bonn Hungary Electronics Ltd. must always be indicated on the invoice and delivery note for proper identification.

6.3. The supplier may only involve subcontractors with the prior written consent of BHE Bonn Hungary Electronics Ltd. The supplier shall remain fully responsible for the performance of its subcontractors as if it were its own.

7.1. The BHE order number must always be indicated on the invoice.

7.2. Invoices must be submitted electronically to the following email addresses:
– beszerzes@bhe-corp.com
– invoice@bhe-corp.com

7.3. BHE reserves the right to reject incorrect or incomplete invoices; such rejection shall not trigger the commencement of the payment term.

7.4. Unless otherwise agreed, the payment term is 30 calendar days from the date the invoice is received by BHE.

7.5. Advance payment is only possible based on a prior written agreement.

7.6. BHE is entitled to request a performance guarantee, which may be in the form of a bank guarantee or a retention of 10% of the invoice amount until the end of the warranty period.

8.1. The supplier is obliged to pay liquidated damages in the following cases:

8.1.1. In the event of delayed performance, the penalty shall amount to 0.5% of the total net order value for each commenced day of delay.

8.1.2. In the event of defective performance, BHE is entitled to enforce a one-time penalty of up to 10% of the total net order value, calculated based on the value of the defectively delivered product(s). In addition, BHE is entitled to withhold a proportional part of the invoice amount until the defects are remedied, or—if the defect requires urgent intervention—carry out the repair at its own expense and charge the verified costs to the supplier.

8.1.3. In the case of defective performance, BHE is entitled to enforce warranty claims, in particular: repair, replacement, price reduction, or contract termination. The defect must be reported immediately after discovery, but no later than within 15 days.

8.1.4. In case of non-performance, BHE is entitled to 20% of the total net order value as liquidated damages.

9.1. BHE is entitled to withdraw from the order in part or in full, or to terminate it, particularly but not exclusively in the following cases:

9.1.1. the supplier is in delay;

9.1.2. the performance fails;

9.1.3. bankruptcy, liquidation, or dissolution proceedings are initiated against the supplier;

9.1.4. the goods delivered under a previous order by the supplier do not meet the required quality.

10.1. If BHE provides raw materials or components to the supplier or subcontractor, the supplier or subcontractor is obligated to handle them with due care, keep proper records, and use them exclusively for fulfilling BHE’s order.

10.2. The supplier is responsible for the following:

10.2.1. the integrity of the materials;

10.2.2. proper accounting for the materials;

10.2.3. returning unused materials, unless otherwise agreed;

10.2.4. notifying BHE if the materials are deemed unfit for their intended purpose.

11.1. The supplier undertakes to treat BHE’s orders and all related business and technical details as trade secrets. This obligation remains in effect as long as the specific trade secret has not become public without the involvement of the supplier.

11.2. Documentation provided by BHE— including but not limited to technical drawings, models, samples, and products manufactured based on them—remains the property of BHE and is considered confidential information. The supplier may not use such materials directly or indirectly for the benefit of third parties, nor make them accessible to third parties without BHE’s prior written consent.

11.3. Components developed or further developed jointly with BHE may only be manufactured or supplied to third parties with BHE’s prior written approval. Likewise, related know-how, plans, drawings, and all reproduction-relevant information may only be transferred to third parties with BHE’s prior written approval.

11.4. The confidentiality obligation remains in effect for at least 5 years following the termination of the order in any manner (completion, withdrawal, termination, or other legal cessation). The supplier must ensure that its employees and subcontractors also comply with the confidentiality obligations through a separate agreement that includes confidentiality provisions at least as stringent as those in this Supplier GTC.

11.5. The supplier warrants that the delivered products and services do not infringe upon the intellectual property rights of third parties.

In the event of such infringement, the supplier bears full liability. 11.6. If the supplier uses third-party rights or technologies to fulfill the order, it must inform BHE in advance and demonstrate the legality of such use.

12.1. The supplier is obligated to notify BHE in writing without delay, but no later than within 5 days following the occurrence of a force majeure event. The notification must specify the cause of the force majeure, its estimated duration, and the mitigation measures taken.

12.2. Force majeure events occurring at BHE or its suppliers—such as strikes that cause a shutdown or limitation of production and which cannot be avoided despite due care under the given circumstances—entitle BHE to postpone acceptance and payment for the duration of the disruption and for a reasonable restart period.

12.3. If, in the above-mentioned cases, acceptance is postponed and the payment deadline is extended, the supplier shall not be entitled to claim any compensation. However, BHE may only invoke such reasons if it has duly informed the supplier of the circumstances in a timely manner.

12.4. If the disruption lasts for less than two months and BHE accepts the delivered items after the two-month period, the supplier is not entitled to withdraw from the contract. If the disruption lasts for more than two months, the supplier may withdraw from the unfulfilled and unpaid portion of the order by setting a reasonable deadline.

13.1. The supplier acknowledges that any documents, drawings, models, samples, and other technical information provided by BHE may be used exclusively for fulfilling the contract or confirmed order, and may not be transferred or utilized for the benefit of any third party.

13.2. BHE acquires an irrevocable, exclusive, transferable right of use—unlimited in time, territory, and method of use—for any intellectual property created by the supplier.

13.3. Products, components, or parts that result from joint development or further development between BHE and the supplier— as well as any related or transferred documentation (e.g., technical plans, drawings, specifications, know-how, manufacturing processes, and other reproduction-relevant information) — may only be used for manufacturing, delivery, or any other form of transfer to third parties with BHE’s prior written consent.

13.4. The supplier is not entitled to make jointly developed products or any related knowledge, information, technology, or documentation accessible or usable by third parties in any form, unless BHE has granted express prior written permission.

14.1. In the event of defective delivery, the statutory provisions in effect at the time of delivery shall apply, unless otherwise stipulated in this Supplier GTC.

14.2. The supplier is obligated to conduct an investigation upon complaint regarding latent material defects—excluding structural components—for a period of 40 months following delivery to BHE. If it is confirmed that the defect falls within the supplier’s manufacturing or material quality responsibility, the supplier shall, at its own expense, repair or replace the defective product.

14.3. A serial defect is defined as the occurrence of the same or similar defect in at least 10% of the delivered products of the same type. In such cases, BHE is entitled to reject the entire delivery, request replacement at the supplier’s expense, and—at its discretion— withdraw from the contract or claim full compensation. The supplier shall bear all costs related to remedying the consequences of the serial defect and must promptly collect the defective products

15.1. Notifications related to the order, confirmation, and other instructions shall be deemed delivered:

15.1.1. if sent electronically (by email or through a webshop system), on the date they are received by the recipient’s email server;

15.1.2. if sent by post, on the date indicated in the delivery confirmation.

16.1. This agreement shall be governed by Hungarian law, excluding the rules of private international law.

16.2. The parties shall first attempt to settle any disputes arising from this agreement amicably.

16.3. If such efforts fail, the parties agree that— depending on the value of the dispute—the Buda Central District Court or the Székesfehérvár Court of Justice shall have exclusive jurisdiction, unless general legal rules would otherwise assign jurisdiction to a Budapest-based court at the court of justice level.

17.1. In the event of any inconsistency between documents, the order of interpretation shall be as follows: first, the individual contract; second, the purchase order; and finally, the General Terms and Conditions of Purchase (GTC).

17.2. Any reference to BHE—especially for use as reference material—is only permitted with prior written approval.