General terms and conditions

The present document is valid in the case when the Mineralholding Commercial and Logistics Ltd., as a Supplier makes business deals and Mineralholding Logistics Ltd., hereinafter referred to as the Supplier and the Purchaser agree to the following.

1. The present document refers exclusively to the general sales activity of Mineralholding Commercial and Logistics and Trade Ltd.’s branch of industrial minerals,

2. The Parties agree to that  – in case of a business relationship –  conditions of this document are adopted, except for the case if the valid, current written contract between the Supplier and the Purchaser is worded in different conditions.

3. The order begins with  sending of a Purchase Order to the Supplier. The Purchase Order is also valid  made out in written form (sent by ordinatry registered mail, courier, fax for the Supplier) or digitally and  without a valid signature of the Buyer, if the Supplier returns it with the same content, signed, stamped and confirmed. The Purchase Order  should be signed and returned to the Purchaser within five (5) working days after receipt of the Purchase Order, which means acceptance of the Purchase Order. Interpretation of this paragraph,

– sent by ordinary registered consignment or

– sent by courier : date of receipt note

– sent by Delivery Note with delivery date of signed by the Supplier,

– sent by fax : date of  confirmation by the Supplier

are considered to be confirmed receipt of delivery by the Supplier. Should the Supplier confirm the Purchase Order to the Buyer other content than it was in the Purchase Order, so as per the Civil Code. it constitutes a new offer which establishes legal relationship between the Contracting Parties only in case of adoption of issues contained therein will be expressed in written form. The Buyer is responsible for all pieces of information in Purchase Order to be accurate and relevant.

4. The prices in offers issued by Supplier are NET prices and refers to TOTAL order of the volume marked at that item (unless agreed otherwise  in m³ or tons), an exception to this rule if the offer prepared by the Supplier expressly provides for otherwise. The offers issued by the Supplier are valid until they are revoked, with reference to  price as well as the time of delivery. The price is always the price indicated in the order confirmation issued by the Supplier. As an indication, in case of the absence of an order confirmation. the price list valid on the date of confirmation should be applied.

During the long period of time until fulfilment of order at any time, the Supplier shall be entitled to ask for prepayment or to call for collateral, and in case of refusal of all those Supplier is entitled to cancel the order. In any case, the Purchaser is not entitled to claim anything from the Supplier and the Supplier may demand for all damages caused by non fulfilment of order from the Purchaser as a compensation.

5. The prices quoted by the Supplier – in the absence of occassional and expressed written agreement different from it  – should be understood as terms of delivery : EXW (from its distributor’s deposit ) or FCA, except for the case when confirmation prepared by the Supplier, related to order placed by the Purchaser if this confirmation does not specify another place as place of fulfillment. ( The definitions of Incoterms 2000, the [International Chamber of Commerce Publication No.614] should be understood as delivery terms). Should the Supplier fulfil the order not from its own but from a third party distributor’s deposit, so terms of delivery clause EXW refer to this deposit. In case of a difference from hereinafter referred –   at the base of expressed written agreement  – the Supplier indicates costs of delivery to another locations at a separate line in the invoice prepared by the Supplier, so the Purchaser is obliged to  bear all costs of freight, packing and insurance. The Supplier fixes that if delivery would not be performed at terms of delivery referred in this point, so the Supplier is expressly entitled to apply terms of payment C.I.F.,  C.P.T. or D.D.U.  for delivery.

Dates of delivery provided by the Supplier has got only approximate accuracy and are valid only for this related order. The Supplier reserves the right to partial delivery, the Purchaser can not refuse it.  

Delivery should be considered to have been fulfilled in cases when goods left the Supplier’s distributor’s deposit, or, readiness to dispatch of goods is performed in written form by e-mail or fax in direction to the Purchaser. The prices and dates of delivery specified  in offer   are applied by the Supplier during fulfilment of order.  The Supplier takes no responsibility  for shipping delays by the manufacturer, modification or adjustment, or any incident resulting from lost profits, or additional costs arising, which the Supplier has not got a direct control over. The delivery period is extended if the Purchaser does not meet obligations of this, or any other – contract concluded with the Supplier.

6. The Supplier’s prices listed do not include costs of transport. If total value of the order exceeds net 1,000,000 HUF, the Supplier – without regard to number of the partial deliveries – more than one occasion at an order may assume the cost of domestic transport. Supplier expressly reserves the right for adjustment of prices resulting from the objective effects of external economic conditions and developments (especially in foreign exchange rates, customs requirements, primary material prices and production costs, changes in fees) with previous  information of the Purchaser about an eventual adjustment in written form.

7. The Supplier provide warranty for its products distributed, with eventual technical specification related to these products and taking care expectable from the Supplier. The warranty does not cover damages arising from incorrectly chosen product,  incorrect and inadequate application, deployment, use and circumstances.  The Supplier provide warranty for its products distributed, assessment of that is the competence of the Supplier’s managing director. In the case where the Client (or representative) take the products ordered personally over from the supplier – and he or she did not make any objections on quality or orquantity of the goods received – the Supplier is not obliged to be upheld any subsequent complaint on  quality and quantity. In case of a defect occurring within the warranty period  –  if a latent defect is discovered – the Purchaser is required to indicate in writing to the Supplier 10 working days within detection of this defect who arranges  
–  the manner of correction of defects set out above  or in case of serious complaints, 

–  a total exchange of the product in question.

The claim for warranty is enforceable by the Supplier’s invoice at the Supplier’s distributory deposit.

8. Should not another date be stipulated by date of payment on the invoice or offer made out by the Supplier  or , the Purchaser effects payment at a date prior to receipt of the goods upon proforma invoice made out by the Supplier  –  so in this case the Purchaser pay upon receipt of the goods. Should delivery be considered to be fulfilled upon point 5., so the Purchaser should pay the invoice made out by the Supplier as well as in that case when the products ordered have not still been gotten in possession of the Purchaser. Should the Purchaser have an option for payment deferred at a later date and payment is effected after the date of payment, so the Supplier is entitled to charge double of current central bank rate of interest on arrears  and, in the future, option of deferred payment for the Purchaser may be quitted.  If the Purchaser would like to receive goods not at distributor’s deposit of the Supplier, the Purchaser is obliged to pay freight cost.

9. The Supplier reserves the right of ownership for goods written on the invoice but those are still unpaid.   If the Purchaser  – or in case of resale of goods, the buyer of the Purchaser  – processed, mixed, applied or matched goods subjected to the order to another product, so in case of the  new product, the Supplier reserves the right of total or partial ownership in this new product, without cost of processing. The new product may be considered to be ’maintained merchandise’. Such ’maintained merchandise’  is  not allowed to sold and is not allowed to be pawned or charged with any obligations by the Purchaser – or in case of resale of goods, the buyer of the Purchaser  -, and  only upon written consent .  The Purchaser is responsible for overhaul and protection of this mutual property  against deterioration ans loss. In this case the Purchaser gives concession to Supplier its demands from contracts of insurance.  The Purchaser gives herewith concession to Supplier for its all demands from resales to the extent of legal demands of the Supplier.  The Purchaser is exempt of this ban for sale and pledge only if the agreed price, or the revenue  generated by the pledge cover the claims set up by the Supplier and the Purchaser has paid it. The claim of the Purchaser against the Supplier should not be comprised in, reduced, altered or retention rights should not be reserved in order that dispute originating from  other relationship, previous deliveries to be settled.

10. The goods subjected to this contract should neither be deposited  nor be handed as a collateral over. The Supplier should promptly notified the inclusion of such a Third Party Purchaser in writing, and all source of information and the related documents should be made available to the Supplier, which are necessary to ensure its rights. If the third party is not in a position to assume the costs to effect the Supplier’s rights by the courts or outside the courts considered necessary, then the Purchaser should guarantee for damages and other costs   caused thereby for the Supplier. In case of an eventual a warrant, the ownership of the Supplier should be marked on the documents and the competent bailiff should be notified by the Purchaser as soon as possible  .

11. Should be necessary of provision for any further data during fulfilment of orders or should  other new circumstances arise   –   those have still been unforeseeable at the conclusion of the contract  –  from the side of any Party, this new event will be documented and the related Order Form will be modified as necessary by the contracting Parties in a protocol as soon as possible.  The consequences resulting from failing supply of data to fall against the defaulting party.

12.  Any questions those are not regulated in these General Terms and Conditions of this contract by the contracting parties, should be handled / understood in accordance with the objective of this contract as well as the feasibility and priority of reasonable economic interests of both parties.

13. Contracting Parties shall cooperate closely in carrying out the job, inform each other of any event those may affect performance of the job and retention of datelines. Contracting Parties seek to maximize the mutual moral and business benefits regulated in the present contract.

14. If the Supplier and the Purchaser concluded a bilateral or multilateral contract with each other in order to develop and set business relationship forth, so such conditions defined in this document should be considered to be proper / authoritative those are not covered by that bilateral or multilateral contract between two or more parties.

15. The Parties agree to subject themselves to the written records of any case when they wish to depart any of the conditions set out in the contract at any way.

16. In the matters those are not covered in this document, the Contracting Parties, are guided by the provisions of 1959. Act IV. Act (Civil Code). In case of a dispute the Parties agree to attempt to solve it amicably, but if that fails, then they stipulate the exclusive jurisdiction of the court that is established at. Supplier’s residence.