General terms & Conditions
* Changes valid from March 1, 2018
General terms & Conditions
1. Prelimininary provisions
1.1. The provisions of the present General Terms and Conditions (hereinafter referred to as “GTC”) shall apply for all sale and purchase and delivery agreements entered into by BIOTEK Mérnöki Kereskedelmi Iroda Korlátolt Felelősségű Társaság (regitered seat: 1165 Budapest, Bökényföldi út 104.; company registration number: Cg. 01-09-161091; tax identification number: 10639834-2-42.; hereinafter referred to as “Biotek Kft”). The GTC forms the integral part of the agreement concluded with the Purchaser. Unless approved in writing by Biotek Kft. the purchasers shall not be entitled to modify the provisions of the present GTC either in their order or in other written or verbal communication. The contracting parties may agree deviating clauses from the present GTC in the agreement entered into by and between them in writing by mutual consent. Unless acknowledged in writing by Biotek Kft. application of general procurement provisions of the Purchaser is excluded.
1.2. The products distributed by Biotek Kft are spare parts, the proper selection and application of products require special industrial expertise. By submitting an order (acceptance of the offer) the Purchaser acknowledges and accepts that the products of Biotek Kft are purchased for the purpose of Purchaser’s trade, business, craft or profession and has the expertise required for the selection and application of the product. Purchaser acknowledges and accepts that the Agreement shall not be considered as a consumer contract.
1.3. Price lists, catalogues, advertisement materials, drawings or any other materials related to the sold products published and enclosed to the offer by Biotek Kft. shall serve the purpose of general information and cannot be considered as part of the agreement to be entered into by and between the parties.
1.4. The present General Terms and Conditions are public, any person can view them and get acquainted with them. Biotek Kft. pays careful attention to get the Purchaser acquainted with the present GTC prior to the commencement of the contractual relationship to be entered into by and between them. The Purchaser can view the present GTC in the business premises of Biotek Kft. and upon request Biotek Kft. hands over one copy for the Purchaser. Biotek Kft. makes the actual version of the effective GTC electronically accessible on the homepage of Biotek Kft. (www.biotek.hu), as well.
1.5. Biotek Kft. reserves the right to unilaterally supplement the GTC upon introduction of new products or services and/or to unilaterally modify the GTC upon amendment of the business policy.
The definitions used in the GTC – unless otherwise provided for – shall have the following meaning in the present GTC and/or in the Agreement:
Product: subject of the Agreement, the entirety or any of the ordered and purchased products.
Party: Biotek Kft. or the Purchaser.
Parties: Biotek Kft. and the Purchaser.
Consumer contract: contract concluded with a consumer (as set forth in point 3 of subsection (1) of Section 8:1 of the Civil Code and in section 2 point a) of the 1997/CLV. Law on Consumer Protection).
Agreement: the agreement of the Parties on the material questions concerning the fulfillment of the transaction.
Civil Code: the actually effective Act V of 2013 on the Civil Code.
Purchase Price: the net amount which the Purchaser shall be obliged to pay for Biotek Kft. as the equivalent of the Product.
Purchaser: the legal person, entity without legal personality or natural person for whom Biotek Kft. is selling products.
3. Offer and order
3.1. Unless otherwise provided for, the offer of Biotek Kft. shall be valid for 30 days as of the date of the offer and expires automatically on the 31th day. Biotek Kft. shall be entitled to withdraw or amend, modify its offer unilaterally at any time prior to the acceptance and/or prior to the receipt of the acceptance by Biotek Kft. Obvious mistakes in the offer can be corrected prior to the acceptance of the offer by unilateral communication of Biotek Kft. and following the acceptance by the mutual consent of the parties. The provisions of the present GTC form an integral part of the offer. Biotek Kft. considers the agreement as concluded exclusively if the offer is accepted with unmodified content; Biotek Kft. qualifies any and all clauses of the offer as material. The acceptance of the offer, of its modification or supplement within the term of commitment following its issue by written declaration as modified and/or supplemented shall constitute the Agreement as of the receipt of such declaration of acceptance by Biotek Kft. The Agreement shall be concluded also in the case if the Purchaser dispatches the declaration of acceptance by the last day of the term of commitment to the offer to the address of Biotek Kft. as registered letter.
3.2. Offers sent by Biotek Kft. do not constitute any obligation on behalf of the Purchaser. Any commitments on behalf of the Purchaser must be made in written declaration of acceptance or if accepted verbally, in written confirmation by the Purchaser.
3.3. By submitting an order (acceptance of the offer) the Purchaser acknowledges and accepts that the provisions of the present GTC shall form the integral part of the agreement to be concluded by and between them.
4. Purchase Price
4.1. The Purchase Price shall be set forth in the offer/order. The purchase price to be paid by the Purchaser is the offer price accepted by the Purchaser.
4.2. The Purchase Price shall be indicated on the invoice to be issued by Biotek Kft. The Purchase Price is charged by the VAT set forth in the legal provisions.
4.3. The selling prices are unit prices. The warehouse or branch prices of Biotek Kft. contain the package prices that are usually adequate for the concerned product and in case of import procurement the customs duties, as well. Transportation costs between the seat of Biotek Kft. and the seat, branch office or other fulfillment (product delivery) destination shall be borne by the Purchaser.
4.4. The Purchase Price and the discounts included therein shall apply for the Product indicated in the order/offer (quantity and quality) only. The Purchase Price shall be valid exclusively in case of takeover of the quantity indicated in the offer/order.
4.5. Biotek Kft. may reserve the right to devolve the certified extraordinary increase in cost (in particular if such cost increase arises of measures taken by the authorities).
5.1. Purchaser shall be obliged to pay the gross Purchase Price set forth in the Agreement based on the duly issued invoice of Biotek Kft. submitted to the Purchase. The payment may be made in cash, cash-free payment methods or via bank transfer. Purchaser shall be obliged to pay the Purchase Price in the currency as set forth in the Agreement.
5.2. In case of cash payment or payment by cash-free payment method the payment shall be made at the takeover of the product at the cash desk of Biotek Kft. If the Product is not handed over at the seat of Biotek Kft. the payment shall be made prior to the delivery of the Product, at the cash desk of Biotek Kft. The payment shall be considered as fulfilled if paid in at the cash desk.
5.3. In case of payment via bank transfer the Purchaser shall transfer the Purchase Price to the bank account of Biotek Kft. indicated on the invoice within the fulfillment deadline indicated on the invoice (unless otherwise provided for, 8 days as of fulfillment). The payment shall be considered as fulfilled upon crediting the gross Purchase Price on the bank account of Biotek Kft.
5.4. Biotek Kft. reserves the right to require advance payment or payment of caution money from the Purchaser in case of certain products.
5.5. In case of default of payment the Purchaser shall be obliged to pay default interest as of the first day of default. The amount of the default interest corresponds with the interest rate set forth in point 1. of Section 6:155 of the Civil Code.
5.6. If the Purchaser is in default with his/her payment obligation set forth in the Agreement or fails to fulfill it the Purchaser shall be obliged to reimburse the actually incurring and/or incurred costs of the enforcement of the rights of Biotek Kft., i.e. the costs of the execution, the fee of the payment summons and of the litigation procedure, costs of the debt enforcement, cost of the accession to the debt enforcement procedure, the fees of the contributors in the execution, the fees of the delegated legal counsel upon the first written warning of Biotek Kft. within the deadline indicated therein.
5.7. If the Purchaser owes interests and costs, as well and the amount paid does not cover the whole debt all payments shall be credited primarily against the costs (e.g. the costs of enforcement), secondarily against the interest and finally against the oldest primary debt.
5.8. As for the actual debt, other payment obligations of the Purchaser and the amounts of these the register and statement of Biotek Kft. shall apply as authoritative. The Parties consider the registers and declarations of Biotek Kft. concerning the actual debt of the Purchaser as authoritative and authentic.
5.9. If any of the following cases („Circumstances of Maturity”) occur, any and all payment obligations of the Purchaser towards Biotek Kft. shall become mature and due as of the day of receipt of the notification of Biotek Kft. – which shall include the occurrence of such circumstance and the amount of the mature and due debt – addressed to the Purchaser. If the consginment to be sent to the Purchaser is delivered back to Biotek Kft. with the note „moved to unknown address”, any and all payment obligations of the Purchaser towards Biotek Kft. shall become mature and due as of the day of receipt of such consignment by the Purchaser. Following the occurrence of any of the following cases Biotek Kft. shall be entitled to set the full payment of the gross Purchase Price of the Product to be delivered simultaneosly with its handover as condition of fulfilment of the not yet fulfilled deliveries and to refuse the delivery if this new condition is not fulfilled.
Circumstances of Maturity:
- liquidation, enforcement, bankruptcy- or voluntary dissolution proceeding is initiated against the Purchaser, or
- payment default exceeding 7 calendar days, or
- the Purchaser is not able to settle his/her debts at their maturity and initiates negotiations with one or more of his/her creditors in order to fully re-schedule his/her debt, or
- if the Purchaser violates any of the provisions of the Agreement and/or of the security agreements (if applicable), does not fulfill them or does not fulfill them as per agreement and does not reinstate this situation despite of the written warning of Biotek Kft., or
- any of the declarations of the Purchaser becomes false or misleading, or
- due to the increased difficulty or impossibility of contacting the Purchaser operational disorders arise in the operation in the sphere of the Purchaser.
5.10. The delivered Product remains the property of Biotek Kft. until the full payment of the Purchase Price. During the term of retention of title the Purchaser shall be obliged to maintain the Product at his/her own costs. The Purchaser shall be obliged to conclude an insurance contract which provides coverage for the Product at least against theft, fire, water and other risks and based on which it becomes insured at new value. The Purchaser shall be oblged to inform Biotek Kft. without delay on any enforcement or interference of third parties that might affect the property of Biotek Kft., to provide the necessary information to the enforcement of the rights of Biotek Kft. and to hand over the documents requested hereto. Furthermore, the Purchaser shall be obliged to take all necessary measures to insure and maintain the property right of Biotek Kft. in relation to the Product, thus to provide for the proper safe-keeping of the Product. Purchaser shall not be entitled either to dispose of and/or to charge the Product until all his/her payment obligations arising from the Agreement are entirely fulfilled. Biotek Kft. shall be entitled to inform the purchaser of the Purchaser hereon in case of existence of any Circumstances of Maturity.
5.11. Biotek Kft. reserves the right to set-off any obligations arising from its business relationship with the Purchaser against the equivalent of the product to be delivered by it and to retain the Product. The Purchaser shall not be entitled to set-off against any of his/her payment obligations.
6. Cancellation of order, redemption of product
6.1. The Purchaser shall be entitled to cancel his/her order regarding stocked products following its acceptance and confirmation only against the payment of a cancellation fee set forth by Biotek Kft. The amount of the order cancellation fee in case of stocked products is 10% of the original Purchase Price. The cancellation of the order of non-stoced products is allowed not later than the delivery of the Products to the Purchaser or or the contracted carrier.
6.2. The Purchaser is basically not entitled to cancel his/her order regarding non-stocked products following its acceptance and confirmation. It is in the discreation of Biotek Kft. to accept the cancellation of the order if the manufacturer of the product is cooperative in the process. In case of accepting cancellation, Biotek Kft. applies an order cancellation fee 20% of the original Purchase Price.
6.3. Redemtion of Products delivered by Biotek Kft. is basically excluded. Biotek Kft. redeems delivered Products exclusively for warranty reasons, for exchange.
6.4. Except for mutual partial fulfilment – related to the part concerned by such fulfilment – in case of termination of the Agreement if the Product has been previously taken over by the Purchaser, the Purchaser shall be obliged to hand over the Product for Biotek Kft. in its original state, on the effective date of termination. The costs of Biotek Kft. and the responsibility for damage connected to the redemption of the Product shall be borne by the Purchaser. Biotek Kft. redeems the Product at a value corresponding with 80% of the gross Purchase Price, if the Product is handed back by the Purchaser to Biotek Kft. in its original state.
6.5. Except for mutual partial fulfilment – related to the part concerned by such fulfilment – if the Product has been taken over by the Purchaser, and the Purchaser does not fufil any of his/her obligations undertaken in the Agreement even within a fair deadline set in a separate written notification, the Purchaser shall be obliged to hand over the Product upon the written warning of Biotek Kft. in its original status at the date indicated by Biotek Kft. Redemption of the Product by Biotek Kft. shall not be considered as withdrawal from the Agreement. Biotek Kft. shall be entitled to keep the Product as long as the Purchaser fulfilles any and all of his/her obligations arising from the Agreement.
6.6. If the Purchaser does not fulfil its obligation to return the Product set forth herein or does not fulfil this obligation as set forth herein the Purchaser shall be obliged to pay a contractual penalty. In case of default the amount of the contractual penalty shall be 2% of the gross Purchase Price, which shall be due on each calendar day of the default. For the purpose of the payment of the contractual penalty, any commenced calendar day shall be considered as a full day. If the Purchaser returns the Product defectively and/or not in its original status, the amount of the contractual penalty shall be 10% of the gross Purchase Price which is due at the redemption of the Product. Biotek Kft. shall be entitled to enforce the default contratual penalty and the contractual penalty for defective fulfilment simultaneously, too, but the total amount of the contractual penalties cannot exceed the gross Purchase Price. The payment of the contractual penalty by the Purchaser does not exclude the validation of the request for reimbursement for other incurred damages by Biotek Kft.
7.1. If Biotek Kft. proceeds in compliance with the plans, technical provisions and instructions of the Purchaser, the Purchaser shall bear the full liability in case of damages, claims, penalties, costs or other similar unforeseeable expenses arising from the violation of copyrights, patented rights or any other right. In such cases the Purchaser shall be obliged to reimburse any and all related costs eventually incurred at Biotek Kft.
7.2. Biotek Kft. shall be liable as set forth in the Civil Code for damages arising from the violation of the Agreement caused by wilful misconduct, negligency or felony. Except for losses or damages proceeding from willful or gross negligence; injury to life, physical integrity, or health as the consequence of a crime or product liability, Biotek Kft. shall not be liable for any consequential or indirect losses and/or damages.
7.3. By entering into the agreement the Purchaser acknowledges to accept the above limitation of liability and declares that the detriment arising from the limitation of liability is compensated by the equivalent determined in the Agreement.
7.4. The above provision shall apply for the vicarious agents of Biotek Kft., accordingly.
8.1. In case of ordering more equipments, products the equipment, product together with its fixtures and fittings shall be considered as impartible service; otherwise the sale of products shall be considered as divisible. In consideration of the above the Purchaser shall be obliged to accept also the partial fulfilment of Biotek Kft. Purchaser shall be entitled to enforce his/her rights arising from the violation of the Agreement only in relation to the not yet fulfilled part of the Agreement.
8.2. Biotek Kft. shall inform the Purchaser on the ready-for-delivery status of the Product without delay. Unless otherwise provided for in writing, the Product is delivered at the seat of Biotek Kft to the Purchaser, the agent of the Purchaser or the carrier contracted with Biotek Kft. The Purchaser shall be obliged to take over the Product.
8.3. The contracted carrier partner of Biotek Kft. is GLS General Logistics Systems Hungary Csomag-Logisztikai Kft. (seated: 2351 Alsónémedi, GLS Európa u. 2., email: firstname.lastname@example.org, Co. registry: 13-09-111755, Tax nr: 12369410-2-44). In case of the Purchaser’s request, Biotek Kft. delivers the Product to the contracted carrier partner of Biotek Kft.
8.4. Biotek Kft. delivers the Product at the seat of Biotek Kft., on the transport vehicle (on the platform of the lorry)(EXW). The risk of damages shall transfer with the delivery, inclusive of shipment provided by the contracted carrier partner of Biotek Kft. Unless the Purchaser uses the contracted carrier of Biotek Kft. for shipment, the Purchaser shall be obliged to provide for the transport during the hours of operation of Biotek Kft. on the day of delivery without delay. Unless otherwise agreed, risk and costs of the transfer from the seat of Biotek Kft. shall be borne by the Purchaser.
8.5. If Biotek Kft. expressly undertakes the transport in the Agreement Biotek Kft. deliveres the Product at the address agreeed by the Parties(DAP), on the transport vehicle (on the platform of the lorry). The risk of damages shall transfer with the delivery, whereas the risk and costs of hte lodgement from the transport vehicle (from the platform of the lorry) shall be borne by the Purchaser. The costs of transport shall be borne by Biotek Kft. exclusively in this case. Purchaser shall be obliged to ensure the access to the address for the conveyor by the transport vehicle and the safe transport of the Product. If the Product is transported by Biotek Kft. the Purchaser shall be obliged to take all measures – in the interest of Biotek Kft. – to ensure the enforcement of eventual claims against the carrier and to inform Biotek Kft. hereon without delay. If the Purchaser fails to do so the Purchaser shall not be entitled to claim the reimbursement of those damages and/or shall be liable for those damages which otherwise could habe been enforceable against the carrier.
8.6. If upon the expressed written request of the Purchaser the Product is delivered at the seat, branch office of the Purchaser or at any other place designated by the Purchaser, – unless otherwise agreed in writing – all costs connected with the transport shall be borne by the Purchaser.
8.7. In case the Purchaser uses the contracted carrier of Biotek Kft. for shipment, Biotek Kft. apllies an extra fee for packaging and shipment on every purchase order. The packaging and shipment fees are detailed on the hompage of Biotek Kft. There is no opportunity to apply multiply orders in a single package therefore the packaging and shipment fee is counted after every single order, independent of the order or delivery date.
8.8. Biotek Kft. shall determine the method of packaging in its own discretion, however the package shall be adequate to preserve the integrity of the Product during the transport and storage.
8.9. The Parties set forth the final delivery deadline in the order. In case of violation of the Agreement by the Purchaser the final delivery deadline shall be prolonged by the term of the violation, thus e.g. in case of expiry of the advance money payment deadline by the time of the default.
8.10. Biotek Kft. shall do everything in its power to keep the preliminary agreed delivery deadline but if it is arising from the special character of the product, exceptionally delivery defaults may occur for which – if not imputable to Biotek Kft. – Biotek Kft. shall not be liable. Biotek Kft. shall inform the Purchaser on the default without delay.
8.11. If the Purchaser violates his/her obligation to take over the Product (e.g. denial of the takeover) Biotek Kft. shall set a reasonable deadline for replacement. In such case Biotek Kft. stores the Product until the takeover and charges a fee as set forth in section 8.16. Following the expiry of the deadline for replacement without result Biotek Kft. shall be obliged – based on its own discretion – to attempt the delivery of the Product anew, to store the Product or to withdraw from the not yet fulfilled part of the Agreement. In case of withdrawal Biotek Kft. shall be entitled to request from the Purchaser a contractual penalty in the amount of 10% of the gross Purchase Price of the Products already delivered and not yet delivered, and the Purchaser shall be obliged to pay this contractual penalty at the maturity set forth in the first written warning of Biotek Kft. Biotek Kft. shall be entitled to claim its damages exceeding the contractual penalty irrespectively from the payment of the contractual penalty.
8.12. The Purchaser shall not be entitled to refuse the takeover of the Product in case of insignificant defects. In particular the esthetical defect of the packaging and an infringement not impeding the proper use of the Product, and, in case of product shortage, the quantitative defect (less product delivered than the ordered quantity) shall be considered as insignificant defects.
8.13. Purchaser shall be obliged to note the quantitative deficit and the immediately visible defects of the packaging and of the Product on the bill of delivery at the takeover; further, in case of transport by Biotek Kft. to enforce these against the conveyor and to inform Biotek Kft. hereon in writing without delay, indicating its warranty claim. Purchaser shall be liable for damages arising from a delayed enforcement.
8.14. Furthermore, Purchaser shall be obliged to examine the Product within three (3) days and to indicate and enforce the deficit of the Product and its defects that were not visible at the takeover against Biotek Kft. and, if based on the agreement of the Parties Biotek Kft. provides for the transport of the Product, against the conveyor, as well, within the above deadline. If the Purchaser omits the three (3) days deadline, the Purchaser shall be liable for the damages for which otherwise the conveyor should have been responsible based on the legal provision.
8.15. If the Purchaser does not fulfil the mature payment obligation despite of the written warning, Biotek Kft. reserves the rigth to terminate the Agreement with immediate effect, wherethrough the eventually not yet delivered products will be delivered exclusively in case of a separate agreement.
8.16. In case of payment default Biotek Kft. reserves the right to withhold the products to be delivered until the already mature instalments and the default interests or its other claims are paid.
8.17. If the Purchaser does not take over the Product till the 8th day as of the receipt of the report on the ready-for-delivery status of the Product, Biotek Kft. shall be entitled to invoice the Product. For such products the provisions of responsible custody shall apply as from the invoicing.
8.18. If the handover-takeover of the Product has no result or has only partial result, Biotek Kft. shall be entitled to store the Product or its part that has not been taken over at the cost and risk of the Purchaser. In such case Biotek Kft. charges a monthly amount corresponding with 2% of the gross Purchase Price of the product as storage fee which shall be due monthly, on the day indicated on the invoice issued by Biotek Kft. subsequently after each concerned month. The storage fee shall be paid after each commenced month. Biotek Kft. shall be entitled to withdraw from the Agreement even during the storage.
8.19. In case of force majeure the delivery deadline shall be prolongated proportionally. For the purposes of this Agreement, any event that is independent from the operation of Biotek Kft., cannot be influenced by Biotek Kft. and significantly hinders or impedes the fulfilment of the Agreement shall be considered as force majeure (eg. act of God, war, natural disaster, fire, explosion, strike, break-down, etc.). If such circumstances occur at the supplier, subcontractor, transportation agent/conveyor of Biotek Kft., it shall be considered as force majeure, as well.
In case of force majeure or if the occurrence of force majeure can be foreseen Biotek Kft. shall be obliged to inform the Purchaser in writing on the exact reasons of the force majeure and its expectable effects on the fulfilment of the Agreement without delay.
9.1. Biotek Kft. shall deliver the Product for the Purchaser in a status suitable for proper use, in compliance with the preliminary agreed specifications (with deviations as allowed in section 8.7). Biotek Kft. shall bear no responsibility for damages arising from the improper use of the Product.
9.2. If the Product is manufactured based on the data provided by the Purchaser, Biotek Kft. undertakes no liability for any damage arising from the defect or deficiency of the drawings or samples.
9.3. Biotek Kft. undertakes any liability for damages arising from the defect of the Product exclusively up to the value of the product.
9.4. Biotek Kft. represents and warrants that all Products delivered by Biotek Kft. comply with the preliminary agreed technical standards and specifications or presented product samples. The technical standards and specifications are only of general character, minimal deviations from these that do not affect the proper use of the product (eg. colour, finishing, weight, etc.) do not constitute modifications of the preliminary agreed conditions. In case of supplies which do not influence or do not significally influence the value of the Product and/or its suitability for proper use, warranty claims are excluded.
9.5. Warranties concerning the quality and durability of the Product exceeding the framework set forth by the applicable legal provisions are considered as accepted if expressly recognized by Biotek Kft. in writing.
9.6. Purchaser shall be obliged to notify Biotek Kft. on his/her claim for material defects (except for quantitative defect and visible defects) after their detection within the shortest possible time. Purchaser shall be liable for damages arising from the delayed notification.
9.7. Unless otherwise provided by law, Purchaser shall be entitled to enforce his/her warranty claims within a twelve (12) months term of limit as of the handover-takeover of the Product. The term of limit does not include the part of the mending time during which the Purchaser cannot properly use the Product.
9.8. If the delivered Product is defective or does not comply with the warranted quality, primarily the defect shall be mended. If Biotek Kft. does not undertake to mend the defect or it is impossible, the Purchaser can choose between replacement or price reduction. Purchaser shall be obliged to ensure the necessary circumstances to mend the defect, in particular the access to the defective Product. Biotek Kft. shall inform the Purchaser on the necessary mending time at the examination of the defective Product. Purchaser shall be obliged to bear the inconveniencies caused by the mending. If the Purchaser does not provide Biotek Kft. with the necessary circumstances to the mending or if unwarrantable interferences have been made to the defective Product, Biotek Kft. shall be relieved from the liability for defects.
9.9. Purchaser shall bear the liability related to the compliance with the local provisions and regulations, with the planning, installation, setting into operation, repairs and documented regular maintenance. Purchaser shall be obliged to comply fully with the specifications of the product description/technical documentation, and to perform regular maintenance and document it at all times. Defects and/or damages occurring as a result of deviation from the product description/technical documentation – such as e.g. deviating installation, use or maintenance – and/or of inexpedient establishments or of other establishments or adjustment deviating from the prescribed or of the not regular maintenance, do not establish any warranty claims.
9.10. Unless otherwise provided for by legal provisions Biotek Kft. undertakes no commercial guarantee for the Product.
10. Other provisions concerning the Product
10.1. Purchaser shall not be entitled to offset his/her claim against Biotek Kft. against the equivalent of the Product to be purchased by him/her.
10.2. Purchaser shall be entitled to resell the Product in the usual courses of business.
11. Use of contributors
Biotek Kft. shall be entitled to enlist sufficient contributors in order to fulfil any of its contractual obligations.
By entering into the Agreement Purchaser declares and warrants that
- the Purchaser is a duly established and operating business association that is entitled to acquire rights, to action and be actionable in its own name, is provided with the necessary authorization to execute the Agreement and to fulfill its obligations set forth therein, and/or does not need third persons to proceed, approve or being informed on the execution and fulfillment of the Agreement.
- the execution of the Agreement does not and/or will not infringe any other agreement or obligation to which the Purchaser is a party or which contains compulsory provisions concerning the property of the Purchaser.
- its obligations undertaken in the Agreement are lawful and valid obligations which are binding for and enforceable against him/her.
- no proceedings aiming his/her termination, no bankrupty, liquidation and/or voluntary dissolution proceeding is pending against the Purchaser, as far as the Purchaser is informed no equest for such proceedings has been filed against the Purchaser either by third parties or him-/herself, and further, no court or public proceeding is pending against the Purchaser which renders the continuation of his/her business activity of the fulfiment of this Agreement impossible or can end with a decision to this effect. Purchaser undertakes the obligation to notify Biotek Kft. within 3 days if such a proceeding is initiatied against him/her or if the Purchaser initiates such a proceeding against him-/herself.
13. Termination of the Agreement
13.1. Purchaser shall not be entitled to withdraw from the Agreement.
13.2. Biotek Kft. shall be entitled to withdraw from the Agreement or, if any partial fulfilments have already been performed, from the not yet fulfilled part of the Agreement if the Purchaser does not fulfil any of his/her obligations set forth in the Agreement within a reasonable deadline indicated for replacement in a separate written warining, either. In case of withdrawal by Biotek Kft. Purchaser shall be obliged to pay a contractual penalty for Biotek Kft. amounting to 10% of the gross Purchase Price of the not yet delivered Products. The contractual penalty shall be due at the receipt of the withdrawal notification by the Purchaser. Biotek Kft. shall be entitled to enforce its damages arising from the violation of the agreement, as well.
The withdrawal shall terminate the part of the Agreement not fulfilled previously on the day of its receipt.
13.3. Biotek Kft. shall be entitled to terminate the already concluded agreement with the Purchaser with immediate effect in the following cases:
If Biotek Kft. becomes aware that the settlement of the Purchase Price cannot be considered as ensured due to the financial situation, payment discipline or business conduct of the Purchaser.
If in case of partial deliveries the Purchaser has not settled the mature partial invoice despite of warning, either.
13.4. The termination as set forth in the above section 12.1 shall be made in writing and does not affect the already existing debts of the Purchaser against Biotek Kft. in any way.
By entering into the Agreement the Purchaser undertakes without limitation in time to keep any and all information, data acquired in the course of the fulfilment of the Agreement or related hereto or in any other way confidential as business secret even if the concerned information has not been qualified as such. Purchaser shall be obliged to have its contributors comply with the confidentiality provisions, as well. Unless otherwise provided for in the GTC, Biotek Kft. undertakes the confidentiality obligations as set forth above, accordingly.
15. Cooperation obligation
15.1. In the course of exercising the rights and fulfilling the obligations arising from the Agreement the Parties shall be obliged to proceed in compliance with the principle of equity and good faith mutually and with increased cooperation. In the fulfilment of the Agreement concluded by and between them the parties shall cooperate effectively and closely, Biotek Kft. considers and privileges the interests of the Purchaser.
15.2. The Parties inform each other mutually on the actual status of the case being the subject of their agreement, on the result of their related activity or on eventual obstacles. Within the cooperation obligation the Purchaser shall be obliged to notify Biotek Kft. on the circumstances impeding the fulfilment of the Agreement in writing, without delay. In case of omitting such notification, if resulting in damages, the Purchaser shall bear the liability for the reimbursement of such damage.
15.3. The Purchaser shall be obliged to cooperate in taking the necessary measures in order to protect the property rights of Biotek Kft. related to the Product.
16. Communications between the Parties
16.1. Biotek Kft. accepts instructions, requests, notes or information either verbally or in writing exclusively from persons whom Biotek Kft. reasonably assumes to be authorized by the Purchaser to contact Biotek Kft. Purchaser can consider the managing director of Biotek Kft. and the persons authorized by the managing director or those indicated in the Agreement concluded by and between the parties as representatives of Biotek Kft. For the safety of the business contact Biotek Kft. shall be entitled to ascertain the representation right of the persons acting on behalf of the Purchaser, and to request the proper confirmation of the representation rights prior to the continuation of business negotiations or fulfilment of agencies.
Any of the Parties shall be entitled to consider the representatives announced to him/her and their signatures as valid as long as the written notification on the withdrawal of the representation right has not arrived.
16.2. Biotek Kft. keeps the contact with the Purchaser via e-mail if the Parties agree this in the Agreement or the Purchaser requests it from Biotek Kft., acknowledging that by approving of this channel of communication the Purchaser has to accept simultaneously the inherent risks (safety risk of interception, unauthorized acces, contamination by virus of such communication or other disadvantageous means), and undertakes to perform the process of virus check. Even in such cases the e-mail shall not be considered as official written communication, except when he communication is enclosed to the e-mail as pdf format; however, in such cases exclusively the attachment shall be considered as written communication.
16.3. The Parties set the agreements concluded by and between them and the material notifications, agencies, messages addressed to each other in writing and/or confirm these in writing. The communication shall be made personally, per post, fax, in the above case per e-mail, addressed to the contact details indicated for each other at the conclusion of the Agreement.
16.4. In case of confirmation of any communication made on phone or by other non-written means the other Party shall indicate the deviation from the communication and the written confirmation without delay.
16.5. If the postal item is returned to the sender with the indication „the addressee refused to take over” or „addressee unknown”, the Parties consider such postal item as delivered on the 5th day as from the postal dispatch, irrespective of the fact whether the addressee received it or not. In case of fax messages the communication shall be considered as delivered when the confirmation note on sending of the fax message is available. In case of e-mail the notification can be considered as delivered when confirmation of delivery of the mailing system is available. In case of personal delivery the Parties confirm the receipt by the signature of the other Party confirming the receipt. If it can be confirmed that the signature has been made by a person being in an employment relationship at the Parties, the postal item shall be considered as delivered.
16.6. The Parties shall be obliged to inform each other in writing on the change in the data necessary to keeping the contact or in the person of the indicated contact persons preferably prior to such change but within 3 days as of the change, the latest.
17. Other provisions
17.1. Purchaser irrevocably resigns of the right to appeal the GTC.
17.2. Modifications, amendments of the Agreement shall be valid exclusively if made in writing and duly executed by the authorized representatives of the Parties.
17.3. If Biotek Kft. does not enforce any rights pertainingt to it – based on the Agreement – or delays to enforce such rights or exercises such rights only partially this does not mean any waiver of such rights. The rights pertaining to Biotek Kft. based on the Agreement supplement the rights pertaining to Biotek Kft. based on the legal provisions.
17.4. If any provision of the Agreement, either partly or entirely, should be or become invalid or unenforceable this does not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision – if legally permitted – shall be considered as replaced by a valid and enforceable provision which is closest to the invalid or unenforceable provision’s business purpose regarding its measure, date, location or other aspects. The same applies for the eventual legal loopholes of the Agreement, accordingly.
17.5. If the Agreement is drawn up in a foreign language version, as well, in case of any interpretation disputes the Hungarian version of the Agreement shall prevail.
17.6. Parties shall use their best endeavors to settle eventual disputes amicably, through negotiations and to reach an agreement.
17.7. For the settlement of any disputes arising from the Agreement or in connection thereof, its violation, termination, validity or interpretation, the Parties agree to accept – without exclusion of the competence of other Hungarian courts – the decision of the Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry, Budapest. The Court of Arbitration shall proceed according to its own Rules of Proceedings. The number of arbitrator(s) shall be one. The language to be used in the arbitral proceedings shall be Hungarian. In the course of proceedings the Sub-Rules of the Expedited Proceedings (Art. 45 of the Rules of Proceedings) shall apply.
18. Effect of the GTC
The actually valid GTC entered into effect on October 1, 2014. Biotek Kft. has modified this GTC. The present GTC contains the original wording of the GTC and its modifications in unified structure. The modifications, thus the modified GTC shall become effective as of March 1, 2018.
Budapest, February 20, 2018