For the purposes of these GTC, words and expressions beginning with a capital letter, whether singular or plural, shall have the following meanings:

• Background Information means all documents, knowledge, data, plans, methods, models, prototypes, drawings, and all pending patent applications, patents, trademarks, software and other intellectual property rights, know-how (processes, technologies, confidential information), generated or acquired independently (without access to the background information of the other Party), or after the commencement of the performance of the Order, in the possession of one Party, and subject to the rights of third parties.
• Customer: the natural or legal person who issues the Order.
• Confidential Information: any non-public information of any kind relating to the performance of the Order, in particular technical or commercial information, communicated by the Parties to each other in writing or orally, visually, electronically, on magnetic media or in any other form, such as in particular documentation, drawings, videos, samples, software, mechanisms, demonstrations, tests, presentations or visits to each other’s premises.
• Goods provided by the Customer: goods (such as, but not limited to, machinery, subsystems, equipment, tools, raw materials, spare parts, etc.) provided by the Customer to the Contractor and placed under the control and responsibility of the Contractor, including supplies and goods designed and/or manufactured by the Contractor on behalf of and at the expense of the Customer to enable the performance of the Order.
• Export legislation: all applicable export and import control legislation.
• End User: where applicable, the third party to whom the Customer has directly or indirectly agreed to provide a solution, product, service, system or subsystem that incorporates all or part of the Deliverables supplied and/or provided by the Contractor.
• Force majeure event: any event beyond the control of the obligor which could not reasonably have been foreseen at the time of the conclusion of the Order (e.g. war, revolution, riots, epidemic, earthquake, flood, labour events, international sanctions, export/import restrictions, e.g. strikes, default by the Contractor’s suppliers and subcontractors, changes in raw material prices, government regulations, etc.), the effects of which cannot be avoided by appropriate measures and which prevent the Obligor from fulfilling its obligations.
• GTC: these General Terms and Conditions.
• GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
• Intellectual Property Rights: any patent, copyright, design, trade mark, service mark, database, know-how, moral rights or other similar rights in any country, whether registered or unregistered, and any application for registration of any of the Intellectual Property Rights and all rights relating to any application for registration of any of the above, including Intellectual Property Rights in products created by the Contractor.
• Order: a bilateral statement mutually agreed by the Parties, containing the Customer’s requirements and any deviations from these GTC, including in particular the description of the Products/Services ordered, the deadlines, the price and any special conditions, as well as, where applicable, an express reference to other contractual documents.
• Party: the Customer and/or the Contractor, collectively: the Parties
• Performance: all goods and services to be delivered and/or performed by the Contractor in accordance with the provisions of the Order.
• Deliverable/Product: the goods or services to be delivered by the Contractor to the Customer in accordance with the Order.
• Service: an activity to be performed by the Contractor for the Customer in accordance with the Order.
• Specification: any document submitted by the Customer to the Contractor setting out the Customer’s needs and requirements which the Contractor must comply with in all respects, in particular: technical specifications, quality standards and requirements, etc.
• Contractor: the legal person who accepts the order issued by the Customer and undertakes to fulfil it.
• Technical Information: any technical data or information, including technical documentation, submitted to the Customer in any form whatsoever in connection with the performance of the Works.
• Delivery: delivery means the delivery of the Product on EXW parity following the successful completion of the Factory Acceptance Test (FAT) or otherwise other delivery of the Product as agreed by the Parties in the Sales Order
• Factory Acceptance Test (FAT): a process carried out at the Contractor’s premises whereby the Contractor demonstrates and documents compliance with the product Specifications by means of measurements.

• The Order shall be governed solely by the following documents, listed in descending order of importance below: (i) the Contractor’s Offer; (ii) the Order; (iii) the Specification; (iv) these GTC; (v) any other contractual documents.
• The specific terms and conditions agreed in writing between the Parties and set out in the Order shall prevail to the extent that they modify or supplement the provisions of the GTC.
• Any general terms and conditions or any other similar document of the Customer are expressly excluded in their entirety. By submitting an Order, the Customer accepts the GTC and agrees not to refer to any other document in exchange for the GTC.
• The use of practices and/or customs between the parties or between the parties’ professionals is expressly excluded if they are in conflict with the GTC or the Order.

3.1. Customer sends its invitation to tender to the Contractor in a reproducible form (primarily by email, website, etc.), which, after examining it, sends the Customer an offer, which is binding for a maximum of 30 days. If it is acceptable to the Customer, the latter shall indicate this to the Contractor by e-mail or other approved communication channel communication within the period of the offer’s validity, and the Contractor shall complete and send the sample order form annexed to these GTCs to the Customer for signature, who shall send it to the Contractor in a reproducible form. For the purposes of these GTC, a reproducible statement is any statement the contents of which can be retrieved or viewed by both Parties without alteration, whether in electronic or paper form, such as email and printed legal declarations. By accepting these GTC, the Customer declares that any email or printed statement sent on its behalf shall be deemed to have been sent by the Customer even if it is not signed by the publicly registered representative of Customer, but was sent / signed by an employee of the Customer or by any third party who is clearly acting on behalf of the Customer in the legal relationship between the Parties.

3.2. In the event of the Contractor’s silence, the Order shall not be concluded in any implied form, beyond any time limit.

3.3. The Contractor reserves the right to maintain the offer unchanged or to modify it at its discretion beyond the binding period of the offer.

3.4. Delivery deadlines shall only be deemed to be accepted if confirmed in writing in the Order, otherwise the information on delivery deadlines shall be for information purposes only. The Contractor shall inform the Customer as soon as possible of any delays that become apparent. The deadlines specified shall apply if the materials required for the production of the Deliverables are delivered to the Contractor in a timely and satisfactory manner, unless the Contractor is responsible for the defective or late delivery. Otherwise, the force majeure provisions shall apply.

3.5. Delivery deadlines are subject to the timely clarification of all details of the Order and the timely fulfilment of all obligations of the Customer, such as the provision of all official certificates, the provision of letters of credit and guarantees or the payment of an advance.

4.1. Responsibility for results

Contractor is burdened by statutory warranty to ensure that the Products/Services: (i) comply in all respects with the Order and the Specification, (ii) meet the Customer’s requirements for use as communicated in advance by the Customer and expressly accepted by the Customer, and (iii) are free from any material defects which would render them unusable.

4.2. Advisory

The Contractor, as a specialised company, shall inform the Customer of the technical conditions and of the shortcomings, incompatibility or other technical issues the Customer’s instructions during the performance of the Order. However, in view of the highly specialised nature of the Products and Services provided by the Contractor and the fact that the Customers are typically also specialist companies, the Contractor excludes any liability in relation to any failure to give any advice, warning or recommendation in the course of the invitation to tender or otherwise in the performance of the Order.

4.3. The Customer expressly acknowledges that it shall provide the Contractor at the tender stage with all documents and information necessary to enable the Contractor to assess the scope of the commitments undertaken by the Contractor and the conditions for the performance of the supply, in particular with regard to safety and standards on site and any hazards associated with the installations and/or equipment.

4.4. The Contractor assumes, when issuing its offer, that the Customer will provide it with all the necessary rights and information for the performance and that, if the materials provided by the Customer are used in the performance, they are in good condition, sufficient and adequate. If any condition precedent (whether set out in this clause or in any provision of the GTC or arising from correspondence between the Parties) is not fulfilled, the Contractor reserves the right to amend its offer.

5.1. Nature of the fee

5.1.1. The Contractor’s fee is in principle a flat fee and includes all taxes (except VAT), however, if the provisions of clause 4.4 are not met or for any other reason the Contractor has to incur significantly (=>20%) more costs for the contractual performance than could have been inferred from the Customer’s invitation to tender or any communication in preparation of the Order, the Contractor shall be entitled to unilaterally adjust the fee.

5.1.2. The fees shall include all costs and expenses incurred by the Contractor in connection with the performance of the Deliverables/Services, except for those which the Contractor specifies in its offer as exceptions to this (e.g. travel expenses, royalty, etc.).

5.1.3. The Contractor reserves the right to change any price/fee, whether in terms of amount or currency, which may be stated in advance on the website, other publicly published surfaces, etc.

5.2. Billing conditions

5.2.1. A The Contractor shall issue a fee invoice/advance invoice for the Contractor’s fees and any cash expenses incurred, to the extent specified in the Order, payment of which shall be a condition for the Contractor to commence performance of the work under the Order. Final invoicing shall take place after the Delivery. In the case of a new customer, i.e. a first-time order, the Contractor shall in all cases require an advance payment at its discretion, which it shall consider on the basis of information gathered beforehand. In this context, the Customer undertakes to provide all information requested by the Contractor which is likely to establish solvency at the time specified by the Contractor. The Contractor reserves the right to issue a fee request/advance invoice in any other customer’s case to the extent specified in the Order and to require its fulfilment as a precondition for commencement of the work.

5.2.2. The invoice shall be issued by the Contractor in accordance with the rules in force.

5.2.3. As a main rule, one invoice shall be issued per Order, but the parties may deviate from this in the Order (e.g. partial invoicing in case of milestones, etc.). The original invoice (whether paper or electronic) shall be sent by the Contractor to the address specified in the Order after issue. The sending of the invoice shall not be conditional upon the issue of any performance certificate by the Customer. Should the Parties nevertheless so provide in the Order, the Customer shall send the Contractor a certificate of performance within 3 days of the Contractor’s performance. In the event of failure to comply with this time limit, the Contractor shall not be obliged to wait for the confirmation of performance or any other document relating to the delivery and may, in the absence of such documents, send its invoice, which the Customer shall be obliged to pay in the amount and within the time limit specified therein.

5.3. Payment terms

5.3.1.All invoices shall be paid by the Customer within fifteen (15) days (or as agreed payment term) by bank transfer to the Contractor’s account. The Contractor shall record in its invoice the bank details required for the transfer.

5.3.2 The amount due to the Contractor for the proper performance of the Order shall be paid in Euros (or the agreed currency).

5.3.3. The Customer may not withhold or recover all or part of the fees due to non-compliance and/or non-performance alleged by the Customer.

5.4 Late payment

In the event of late payment, interest on late payment will be due from the day following the due date indicated on the invoice. Interest on late payments is calculated in accordance with the provisions of § 6:155(1) of the Hungarian Civil Code, and a recovery fee may also be charged in accordance with Act IX of 2016 on Recovery of Costs.

If the Customer fails to pay an invoice of any type on time, the Contractor reserves the right to automatically issue an additional invoice of up to 10% of the amount of the Order, which shall also be subject to the above rules on interest on late payment. In the event of a delay in respect of a fee invoice or advance invoice issued, the Customer agrees that the legal consequence of the delay shall be that the Customer’s obligation to pay the invoice shall not come into effect until the original penalty and the penalty described in this clause have been fulfilled.

6.1. The Deliverables provided by the Contractor under the Order: (i) conform to the parameters of the offer given by the Contractor, (ii) comply with the standards expressly stated in the Order, (iii) and comply with all applicable laws.

6.2. The Contractor may undertake, where the Order expressly so requires (and not by a general reference to a standard), to develop and carry out testing procedures to enable the conformity of the deliverables to be demonstrated.

6.3. The contractor has ISO 9001, AQAP and AS 9100 quality management systems.

7.1. Packaging – The Contractor may undertake, if the Order so provides, to provide the Deliverables with appropriate packaging to prevent damage during transportation and storage. The specific packaging requirements shall be set out in the Order. Failing this, the Contractor shall use packaging which is customary for similar products.

7.2. Handover

7.2.1. The Contractor undertakes to deliver the Products under EXW (ICC 2020) Incoterms. This address is the Contractor’s registered office.

7.2.2. All costs and risks associated with the delivery are borne by the Customer. The date of transfer of ownership is the date of full payment of the fee. Delivery, assembly and testing shall be at the expense and risk of the Customer.

7.2.3. Products may be accompanied by the relevant Certificate/Statement of Conformity if so specified in the Order and shall be sent to the Customer by separate e-mail on the day of handover of the product. The Declaration/Statement may include the following information:

• • • Identification number
    • Order number
    • Address and telephone number of the contact person specified in the Order.
    • The type of Order and the item concerned.
    • The value of the Products delivered.
    • The weight of the Products delivered.
    • The quantity of Products delivered and, where applicable, the serial number and/or unique number of the Products.
    • The Declaration/Statement of Conformity with the CE marking must be legibly affixed to the products, if any.

7.2.4. In the case of a specific use of the Product, the Contractor may specify in the documentation (i) the date of manufacture, (ii) the remaining period of use before use (from the date of delivery), (iii) the measures to be taken to ensure the use (including storage and transport), guaranteeing the integrity of the Product and (iv) the expiry date of use, in each case where this is meaningful.

• 8.1. Both the Customer and the Contractor shall carry out the delivery of the Deliverables in accordance with the Order.
• 8.2. By signing the delivery acceptance report (or FAT), which acts as a quality approval, the delivery is considered to have taken place. The Customer shall take delivery of the Deliverables from the Contractor by signing the delivery note, the signature of the carrier shall be deemed to be the Customer’s signature and this date shall be deemed to be the date of taking possession of the Deliverables and the date of commencement of risk of damage on the part of the Customer.
• 8.3. The EXW delivery is also the quantitative acceptance of the products. In this context, the signature of the carrier commissioned by the Customer to take delivery shall be deemed to be the signature on behalf of the Customer.
• 8.4. On the day of delivery of the Deliverables, Contractor shall provide or electronically transmit to Customer all relevant documents (e.g. technical data sheet, installation instructions, user and maintenance manuals, performance declaration, etc.).
• 8.5. If the handover does not take place despite the Contractor’s request, for a reason for which the Customer is responsible, the Contractor shall be entitled to charge a storage fee of 1000 EUR + VAT per day and to charge the Customer for this on a monthly basis. The Contractor shall undertake to store the Product in this way for a period of 6 months, after which the Contractor shall be entitled to sell the Product to another buyer or to use its parts for other purposes, at its own discretion. If this does not take place within the following 6 months, the Supplier shall be entitled to destroy the Product after a total period of 12 months and to inform the Customer accordingly. The Contractor expressly excludes all liability for any loss of value, defects, etc. arising during storage. The above shall also apply if the Contractor has sent the Product to the Customer but the Customer has not taken delivery of it or if customs clearance in the country of destination has failed and the Product has therefore been returned to the Contractor and the Customer has failed to do everything in his power to facilitate the reshipment of the Product.

9.1. Transfer of ownership

The transfer of ownership of each Product delivered shall take place upon payment of the Order by the Customer and the subsequent handover. If, for any reason or by agreement, the Product is transferred to the Customer in such a way that the Contractor’s fee is not paid in full, the Contractor shall retain title to the Product and the transfer of title shall be conditional upon payment of the Contractor’s Fee in full.

9.2. Risk of accommodation

The transfer of risk for each Product delivered is based on EWX parity.

10.1. Deadlines

10.1.1. The Contractor shall perform the Deliveries in accordance with the Order and within the deadline.

10.1.2. The Contractor shall be entitled to advance performance, provided that the acceptance can be arranged on EXW parity for the Customer.

10.2. Delay

10.2.1. The Contractor shall notify the Customer as soon as possible of any delay and the reasons for it. It shall do its utmost to minimise such delays and shall inform the Customer of any corrective measures taken or intended to be taken by the Contractor to remedy the delays.

10.2.2. Parties may specify a penalty for late payment in the Order. In any case, the penalty for late payment shall not exceed 5% of the Order. If the Order consists of several independent partial deliveries, the penalty shall be payable only for the partial delivery affected by the delay.

10.2.3. The amount of any liquidated damages may be charged or withheld only with the express consent of the Contractor.

11.1. Changes

11.1.1. Modifications at the initiative of the Customer: the Customer may at any time request the Contractor to modify the Order, in particular to make full or partial technical and/or time-related modifications. Any request for modification by the Customer shall be made in writing. In such case, the Contractor shall have a maximum of ten (10) working days from receipt of the request to start clarifying the content of the change and to start an analysis of the effects, which shall result in the adoption of mutually agreed specification changes by the Parties. The revised quotation, which shall include the cost of the time incurred by the change request, shall be sent by the Contractor within a reasonable period of time, taking into account the consequences of the change request (in terms of prices and/or delivery schedule), or the change request shall be rejected. In any case not covered by this clause, the rules for quotation shall apply mutatis mutandis.

Following negotiation between the parties to enforce the amendments, the amendment to the Order shall be in writing and shall supersede the original Order and, in the absence of a separate deadline for amendment, the deadlines of the original Order shall be extended by the time taken to process the Customer’s amendment request processed under this clause.

11.1.2. Amendments at the initiative of the Contractor: any amendments proposed by the Contractor shall require the prior written consent of the Customer. The Contractor shall be under no obligation to accept such requests for modifications.

11.2. Suspension

11.2.1. In case of mutual agreement of the Parties, the performance of the Order or part of it may be suspended with immediate effect, but the Contractor shall be liable to pay a downtime fee for the duration of the suspension as compensation for the availability of resources, at the rate of net 0.5% of the price of the Order concerned per calendar day. From that time, the Contractor shall immediately suspend all or part of the performance and shall take the necessary measures to protect the performance until further instructions are given by the Customer.

11.2.2. In the event of suspension, the contractual deadlines are extended by the number of days corresponding to the duration of the suspension.

The Contractor shall be liable only for direct damage and shall not be liable for any consequential damage, damages, punitive damages. The Contractor shall be liable only to the Customer and shall not be liable to any other Customers of the Customer or to any member of the Customer’s group of companies. The Contractor’s liability shall be limited to 100% of the price specified in the Order or, if the Order consists of several separate partial deliveries, to 100% of the price of the partial delivery concerned.

13.1. If the Contractor has insurance relevant for the performance of the Contract, it shall notify the Customer thereof.

13.2. If the limit of the Contractor’s insurance cover is lower than the fee set out in the Order, the limit of the insurance cover shall be the limit of the Contractor’s liability under Clause 12.

14.1. Goods supplied by the Customer may be delivered by the Customer directly to the Contractor and may be used by the Contractor only for the performance of the Order.

14.2. The Contractor does not carry out any tests on the goods delivered and requested to be incorporated, it accepts them “as-is” and its liability for any possible non-conformity is excluded.

14.3. The Customer shall transmit to the Contractor the specifications, drawings and, in general, any information necessary or useful for the Contractor’s proper performance of the Contract.

14.4. In the absence of express instructions for storage and use, the Contractor excludes all liability for all goods delivered by the Customer. Nor shall the Contractor be liable for normal wear and tear.

14.5. The Contractor undertakes to use the goods supplied by the Customer in its own facilities and exclusively for the performance of the Order. Any modification, alteration, reproduction or destruction of the goods supplied by the Customer by the Contractor shall be subject to the prior written consent of the Customer.

14.6. In the event of a settlement dispute between the parties, the Contractor shall be deemed to have a right of pledge on the goods delivered by the Customer.

• 15.1. The Contractor is entitled to use a subcontractor without the prior consent of the Customer.
• 15.2. The Contractor shall be responsible for the activities of its subcontractors as if they were its own.
• 15.3. The Contractor undertakes, and the Customer agrees, to communicate its requirements to its subcontractors.

16.1. Background knowledge

16.1.1. Each Party retains the intellectual property rights in the Background Knowledge (i.e. the knowledge already in its possession / known to it at the time of placing the Order), subject to the rights of third parties.

16.1.2. If the use of the Customer’s Background Information is necessary for the performance of the Order, the Customer hereby grants to the Contractor a non-exclusive, transferable, sub-licensable and revocable licence, without geographical limitation, for the sole purpose and duration of the performance of the Order, to the exclusion of all other uses, free of charge.

16.2. Deliverables

16.2.1. Ownership of the deliverables

16.2.1.1. The Contractor shall transfer the Deliverables (excluding the Contractor’s own Background Information) to the Customer upon performance, but in any event upon receipt of the full consideration to the Contractor’s account, subject to the following:

• Copyright

The Contractor may agree in the Order to transfer to the Customer the intellectual property rights (including, where applicable, software and databases) in the copyrighted Deliverables upon payment of the consideration. In all cases, the Contractor shall retain all copyright until the consideration has been paid in full. Copyright shall be transferred to the Customer only if the full cost of the development and the consideration for the copyright have been paid by the Customer as set out in the Order. Unless otherwise stated, the Contractor’s fee shall not include the transfer of any copyright, only the right of use as specified in the Order shall be granted. In any case, the parties shall be obliged to settle the precise content of the right of use (temporal scope, geographical scope, methods of use, etc.) in the Order.

• Protection of intellectual property rights

Contractor may undertake in the Order to assign all intellectual property rights relating to inventions and patents and/or trademarks, designs, models, without geographical limitation, upon receipt of the full amount of the relevant consideration to its account.

• Contractor reserves the ownership and copyright of all illustrations, drawings, samples, calculations and other documents. This applies in particular to written documents marked “confidential”. The Customer shall require the express written consent of the Contractor to transfer them to third parties.

16.3. Third party rights

16.3.1. The Contractor shall inform the Customer at the time of placing the Order about the existence of any third party intellectual property rights used in the performance of the Order or necessary for the use or exploitation of the Deliverables. In this case, the Contractor shall call upon the Customer to obtain, at its own expense, the necessary licences from such third parties for the performance of the Contractor’s obligations.

17.1. Contractor warrants that the Deliverables, at the time of EXW delivery, will conform to the Offer, will function properly, will be free from defects in design or workmanship and will be fit for their intended use. No further warranty of any kind, express or implied, is given by the Contractor. In no event shall Contractor make any warranty or guarantee for installation of the Deliverables or for consequential damages. This guarantee shall be for a period of twelve (12) months from the date of delivery and shall be limited to repairing or replacing, at Contractor’s option, at its premises, any defective part or product resulting directly from defective material or workmanship. By accepting these GTC, the Parties agree that the statutory warranty period shall in all cases be twelve (12) months, which shall coincide with the warranty period.

17.2. This guarantee is subject to the following conditions:

• This guarantee shall apply at no additional cost to the Customer and shall cover the replacement of defective parts, the repair of the product, provided that the Customer has notified the Contractor of the defect without delay within the guarantee period.
• The guarantee does not cover the maintenance of the specifications, workmanship and results set out in the Order, nor does it cover serial defects and fitness for purpose of the products provided by the Contractor’s supplier beyond the warranty period, or any failure due to natural wear and tear within the warranty period.
• In order to enforce the guarantee, the Customer shall, at its own expense, deliver the goods to the Contractor’s premises and shall pick them up there or have them shipped on EXW parity.
• The Contractor shall bear the following costs in connection with the performance of the guarantee: replacement, repair, adjustment.
• The Customer shall lose the guarantee if the Contractor reasonably believes that the defects are attributable to the Customer, a third party engaged by the Customer or to normal wear and tear of the products, such as disassembly, modification, physical or electronic damage due to any improper handling, negligence, accident or improper operating conditions. The warranty does not cover the repair of damage caused by an act of God, wilful damage, human error, unauthorised interference (including damage caused by game) or other damage resulting from improper operation or interference, in particular in the event of failure to comply with the conditions of use/operation instructions or product specifications (indoor/outdoor use, surge protection, etc.) which the Contractor may have provided.

17.3. In the case of a guarantee service, the guarantee period starts again only for the repaired/replaced part.

• The Products supplied by the Contractor shall be covered by the guarantee conditions provided by the manufacturer of the product, as undertaken by the manufacturer.

• 18.1. Confidential information may be disclosed to third parties only with the express prior written consent of the other Party. Confidential information shall be considered strictly confidential without the need to indicate this. The Parties expressly prohibit the use of their Confidential Information for any purpose other than the performance of the Order.
• 18.2. Any disclosure of confidential information by either Party shall not be construed as conferring any right, even by implication, to the other Party with respect to such information.
• 18.3. The Parties undertake to disclose Confidential Information received from the other Party or generated in the course of the performance of the Order only to those of its personnel who have a need to know the Confidential Information. The Parties shall clearly inform their employees of the confidential nature of the Confidential Information and shall disclose such information only after entering into a confidentiality agreement with such employees, the terms of which shall be at least as strict as those set forth in this Clause 18.
• 18.4. The Parties shall not be under any obligation or be subject to any restriction with respect to Confidential Information that they can prove (i) was disclosed before or after its disclosure without violation of this Article 18, (ii) was known to them before its receipt, provided that they can prove by written document, (iii) was obtained by them from a third party in good faith and lawfully, if they can prove it. If a Party is required by law or by a binding judicial or administrative decision to disclose Confidential Information of the other Party, it shall promptly notify the other Party and take all necessary measures to limit disclosure to the minimum extent necessary and/or request the persons or entities to whom the information is to be disclosed to keep it confidential.
• 18.5. Upon termination of the Order for any reason, each Party shall return or destroy (at the other Party’s option) any Confidential Information provided by the other Party or developed for the Products and shall not retain copies of such Confidential Information except as necessary to properly evidence its rights and obligations at a later date.
• 18.6. If Confidential Information belonging to a third party comes to the attention of the Contractor, the more stringent confidentiality requirements imposed by that third party shall be passed on to the Contractor.
• 18.7. The confidentiality obligations set out in this Clause 18 shall continue for the duration of the Assignment and for a period of five (5) years from the expiry or termination of the Assignment.

• 19.1. With regard to EXW parity, the Customer shall be responsible for any export licence, approval or authorisation for use
• 19.2. The Customer shall be responsible for the notification of any transport under the EKÁER system and any other obligations related to the transport.
• 19.3. At the Customer’s request, the Contractor shall endeavour to provide the necessary assistance and support, the time and effort of which shall be subject to a fee.
• 19.4. The Customer, by accepting these GTC or by not objecting to the application of these GTC, declares that the Customer is the end user of the deliverables and intellectual property to be produced by the Contractor, and if not, the Customer shall expressly inform the Contractor in the Order of this fact, specifying the business name, address, tax number and nationality of the end user other than the Customer. Resale of the Deliverables to third countries without the prior written consent of the Contractor is prohibited.
• 19.5. In all cases Contractor acts in compliance with the applicable Hungarian and European export control laws, especially but not exclusively in line with EU Regulation no. 2021/821 of the European Parliament and of the Council and according to Government decree no. 13/2011 (II.22.).

• 20.1. All notices to each other shall be sent by (i) personal delivery, (ii) registered letter with acknowledgement of receipt, or (iii) e-mail in accordance with the provisions of Article 20.3.
• 20.2. The date of receipt of any correspondence shall be (i) the date of personal delivery, (ii) the date of receipt of registered mail, or (iii) the first business day following the sending of the e-mail.
• 20.3. The contact details for correspondence between the Contractor and the Customer are those indicated in the Order.

21.1. Each Party claiming a Force Majeure Event shall notify the other Party as soon as possible, but no later than five (5) calendar days from the occurrence of the Force Majeure Event, by registered letter with acknowledgement of receipt, which prevents the other Party from performing its obligations under the Purchase Order. The notice shall describe in detail:

• the cause of the force majeure event.
• all elements relating to the event that allow an assessment of its impact on the performance of contractual obligations.
• the measures taken by the Contractor to mitigate the consequences; and
• the foreseeable duration of the force majeure event.

21.2. An event of force majeure declared in accordance with the preceding paragraph shall, subject to Article 22, entail the suspension of the performance of the obligation which has become impossible for the duration of the event of force majeure. In the event of a declared force majeure event, neither party shall be liable to pay compensation or penalties to the other party and the contractual time limits shall be extended by a period equal to the duration of the force majeure event.

21.3. If the force majeure event persists for more than 60 days, the Parties may terminate the order and settle the account between them.

22.1. Cancellation of an Order

Any Order that has been entered into may be terminated only with the Contractor’s consent and on terms that ensure that the Contractor’s costs, expenses, taxes and a proportionate share of its expected profits incurred up to that time are reimbursed. The Contractor shall endeavour to process requests for termination as soon as possible. No termination shall be possible within 30 (thirty) days before the delivery deadline.

22.2. Other cases of termination

22.2.1. Bankruptcy: in the event of insolvency or bankruptcy proceedings against the Customer, or any similar proceedings under national law, the Contractor has the right to terminate the Order. The termination shall take effect immediately upon receipt of written notice by the Customer.

22.2.2. Change of control: the Contractor may terminate the Order by giving thirty (30) calendar days’ notice by registered letter with acknowledgement of receipt sent to the Customer if the Customer is taken over by persons which give the Contractor reasonable doubt as to the proper payment of the fees due to it. In order to avoid this right of termination, the Contractor shall be entitled to apply a 100% advance payment.

22.3. In the event of any termination, both Parties shall be obliged to fulfil their contractual obligations until the effective date of termination.

22.4. The exercise of the Contractor’s right of termination shall not depend on whether it is a single source for the Customer. The Contractor does not undertake to continue to support any Outcome Product or related software or any other Intellectual Property Work, and the Contractor is under no obligation to give notice if it intends to withdraw a Product from sale.

• 23.1. Assignment: The Contractor may assign the Order (in whole or in part) without the prior written consent of the Customer.
• 23.2. Relationship between the Contractor and the Customer: the Parties are independent undertakings.
• 23.3. Language: if the Customer is Hungarian, the authentic language of any document shall be Hungarian, and if the Customer is not Hungarian, all correspondence shall be in English and such language version shall prevail.
• 23.4. Validity: If any provision of these GTC, which the Customer has had the opportunity to negotiate, is invalid with respect to the applicable law or a final court decision, that provision will be considered as usual contractual practice between the Parties without invalidating the Order or changing the validity of the other provisions of the GTC.
• 23.5. Waiver of rights: The failure of a Party to invoke any provision of these GTC shall not constitute a waiver of that provision.
• 23.6. Reference: the Contractor is entitled to refer to the project specified in the Order submitted by the Customer as a reference and to use the Customer’s name in digital or other marketing materials.
• 23.7. Entire agreement. The offer, the Order and these GTC constitute the entire agreement between the Parties with respect to the subject matter of the Order and supersede all prior documents and/or agreements relating to the same subject matter. Any modification to the Order must be made in a written amendment signed by the Parties, failing which the modification shall be null and void. This provision shall not affect the validity of any documents issued after the conclusion of the contract, such as any disclaimer issued by the Customer.

24.1. Applicable law

24.1.1. Hungarian law shall govern the formation, validity, interpretation, performance or non-performance, termination and revocation of the Order and any dispute between the Parties arising out of or in connection with the Order or any non-contractual event occurring prior to, concurrently with or subsequent to the Order. Parties expressly exclude the application of the United Nations Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980.

24.1.2. Settling disputes

• Amicable Settlement: in the event of a dispute, the Parties shall settle the dispute amicably within a maximum of thirty (30) days from the dispute’s origin.
• Mediation: the parties can agree to mediation before going to court.
• Jurisdiction: any dispute between the Parties which cannot be settled by amicable means or mediation shall be settled by the Central District Court of Buda or the Székesfehérvár Court of Justice (exclusive jurisdiction), except where otherwise, by virtue of general rules of jurisdiction and competence, the Budapest Metropolitan Court or the Budapest Regional Court has jurisdiction and competence to settle the dispute between the Parties, in which case the latter provision shall apply.