Terms and conditions

General Terms of Delivery

General Terms and Conditions of Gift Supplying Center Ltd. (hereinafter: the "GTC")

1. Application of the GTC

1.1 Gift Supplying Center Ltd. (registered office: 1095 Budapest, Soroksári u. 115. Building E, 3rd floor; company registration number: 01-09-700886; tax number: 12734894-2-41; hereinafter: the "Supplier") shall, on the basis of these GTC, deliver the goods and/or provide the service specified in the contract (hereinafter: the "Goods") to the contracting party (hereinafter: the "Buyer") at the agreed later date or within the agreed period. The Buyer shall be obliged to accept the Goods and pay the purchase price on the basis of the invoice issued by the Supplier.

The Supplier's deliveries and services shall be performed under these GTC unless otherwise agreed in writing with the Buyer. If the Buyer has its own general terms and conditions, these GTC shall nevertheless prevail and apply.

2. Formation and Amendment of the Supply Contract

2.1 The Buyer may place an order for the product to be purchased in writing on the basis of a quotation. The order may be submitted by fax, letter, or email. In the order, the Buyer shall specify the subject of the order, including the type, item number, quantity, quality, price of the Goods, and the payment terms. In case of doubt, the Supplier may request the Buyer to supplement the order.

2.2 If the value of the order exceeds HUF 1,000,000 net, the Supplier shall only be obliged to commence performance once the Buyer confirms the order with an authorised company signature, sent by fax, letter, or email (scanned).

2.3 The contract shall be concluded upon the Supplier's written confirmation of the order, with the content as set out in the confirmation. Confirmation shall be made in writing by fax, letter, or email.

2.4 Any amendment of the contract may be made in accordance with the rules applicable to the conclusion of the contract.

2.5 If the Buyer withdraws from the contract within 5 days after the conclusion of the contract, the Buyer shall be liable to pay a cancellation penalty in the amount of 5% of the net order value.
If the Buyer withdraws from the contract from the 6th day after conclusion until delivery is completed, the Buyer shall be liable to pay a cancellation penalty in the amount of 10% of the net order value, and shall furthermore compensate the Supplier for any damages not covered by the penalty, including in particular costs incurred in connection with procurement or the cancellation thereof, loss of profit, and any other proven costs related to performance of the order (including, in particular, administrative costs). In this case, the amount of compensation shall not exceed the order value.

After delivery has been completed, the Buyer may not withdraw from the contract and shall be obliged to pay the full purchase price in accordance with the contract.

3. Delivery Time

3.1 The Supplier reserves the right to make partial deliveries.

3.2 The Supplier shall make every effort to meet the originally agreed delivery deadline. If the delivery delay exceeds 10 business days compared to the original date, the Supplier shall be liable to pay a late-delivery penalty to the Buyer in the amount of 0.1% (one tenth of one percent) of the net order value per day of delay. In the event of a delivery delay exceeding 90 days, either Party shall be entitled to withdraw from the contract.

3.3 If the ordered Goods include branding/printing, the delivery deadline indicated in the quotation shall start on the day following approval of the artwork/print proof.

4. Handover and Acceptance

4.1 Handover and acceptance of the Goods shall take place at the Supplier's premises or at the address specified by the Supplier, and—upon the Buyer's explicit request—may also take place at the Buyer's premises. The parties' agreement shall govern the bearing of delivery costs.

4.2 The Buyer shall be obliged to accept the Goods on time and shall be liable for any damage arising from late acceptance.

4.3 Upon acceptance, the Buyer shall be obliged to raise any quality or quantity complaints that are detectable by visual inspection. If the Buyer does not raise any complaint, the parties shall consider the items stated on the invoice and/or delivery note as delivered in full. After this, the Buyer may only raise quality complaints in relation to so-called hidden defects.

5. Prices and Payment Terms

5.1 Prices stated in the quotation shall be binding on the Supplier if accepted within 1 week from sending the quotation, unless the quotation specifies a different validity period.

5.2 The quotation covers only the items and costs listed therein. Costs of items requested by the Buyer but not included in the quotation (e.g., pre-production sample) shall be borne by the Buyer.

5.3 If the Supplier ties the price to a specific foreign exchange rate, or the quotation is valid only up to a specified exchange rate, and at the time of invoicing the exchange rate exceeds the rate set out in the quotation by more than 3%, the Supplier shall be entitled to unilaterally increase the invoice amount—without the Buyer's consent—by the portion of the exchange rate increase exceeding 3%. For the purposes of this clause, the relevant exchange rate shall be the selling rate of the Supplier's account-holding bank. This right shall not apply to those cost elements of the invoice that are not incurred by the Supplier in foreign currency.

5.4 The consideration for the received Goods shall become due on the date specified on the invoice and must be paid by the Buyer in the manner indicated on the invoice.

5.5 The Buyer acknowledges that:

• the Buyer may not make settlement of the invoice subject to any other conditions after delivery has been completed and the invoice has been received;
• any objection relating to the invoice and/or the contract may only be made in writing until the invoice due date, or—where the invoice is payable in cash—within 3 business days of receipt; in case of an invoice complaint, the invoice must be returned simultaneously;
• no complaint may be made regarding the invoice, and payment may not be withheld, if:
• the invoice complies with legal formal and content requirements and—value-wise—matches the prior agreement (excluding minor wording inaccuracies, which may be corrected subsequently by a unilateral written statement to be treated as an invoice attachment); and
• the objection raised can be remedied within the framework of warranty obligations, and the Supplier undertakes such remedy in writing.

5.6 In the case of bank transfer, payment shall be deemed completed when the amount is credited to the Supplier's bank account.

5.7 If the invoice is not paid within the deadline, the Buyer shall be in default without further notice. In case of payment delay, the Supplier shall be entitled to charge default interest at 20% per annum.

5.8 Any discounts granted compared to list price are granted on the assumption of accurate and complete payment. Accordingly, in the event of late payment, any discount granted from the list price of the invoiced Goods (on any legal basis) shall be subsequently charged (invoiced) to the Buyer.

5.9 In the event of significant or repeated late payment, the Supplier may refuse further delivery or may require advance payment or cash payment.

5.10 In the case of partial delivery, if the Buyer is in delay of payment for any instalment by more than 8 days, the Supplier shall be entitled to suspend further performance until the outstanding invoice amount is settled.

5.11 Until the Buyer has paid the full consideration for the Goods, the Supplier retains title to the Goods. Under criminal liability, the Buyer may not sell, encumber, or destroy the Goods. The Buyer shall be obliged to inform any potential third party of this fact if such third party's actions may affect the Goods owned by the Supplier (enforcement, seizure, etc.).

6. Liability

6.1 Where the Supplier recommends the Goods, the Supplier shall only be liable for those properties of the Goods about which the Buyer has provided prior written information, in sufficient detail, including the Buyer's expectations related thereto.

6.2 The Supplier excludes liability for any damage arising from improper or unprofessional use of the Goods (including incorrect warehousing/storage) or from damage to the Goods.

6.3 The Supplier excludes liability for any damage where the cause of failed or delayed delivery occurs outside the Supplier's scope of interest.

6.4 The Buyer acknowledges that as the procurement of the Goods takes place in international trade and the Goods pass through various transport phases, the Goods may suffer damage despite the Supplier's utmost care. A defect or shortage not exceeding 1–10% of the ordered quantity shall not qualify as defective performance by the Supplier. The Supplier therefore recommends that the Buyer determine the order quantity taking this into account.
If the Buyer requires delivery of a flawless quantity exactly matching the ordered quantity, the Buyer must notify the Supplier in writing no later than at the time of placing the order. Late written notification shall be invalid. The Supplier shall not invoice the contractual consideration for Goods delivered defectively or not delivered.

6.5 If the Buyer engages the Supplier solely for branding/printing work and the Buyer provides the product to be branded/printed, the Supplier shall be liable only for the quality of the imprint. The Buyer acknowledges that the Supplier will accept complaints only regarding the imprint.

7. Miscellaneous Provisions

7.1 By requesting a quotation and/or placing an order, the Buyer accepts these GTC.

7.2 By requesting a quotation and/or placing an order, the Buyer consents to communication by email regarding administration with the Supplier (e.g., quotation, acknowledgement of order, confirmation, satisfaction survey, sending invoices, etc.).

7.3 The Parties shall treat as confidential all commercial, technical, and other information that comes to their knowledge during performance of the contract—this applies in particular to the price and parameters of the Goods—and they shall not make such information accessible to any third party, especially competitors of the other Party. The Parties shall be liable for ensuring that their employees and agents also comply with this confidentiality obligation.

7.4 The Supplier is entitled to list the Buyer as a reference contact in its advertising materials unless the Buyer expressly objects to this in writing.

7.5 The Supplier publishes these GTC and any amendments thereto on its official website (www.giftsupplying.hu).

7.6 The Supplier is entitled to amend these GTC unilaterally at any time; however, contracts already concluded shall remain subject to the version of the GTC in force at the time of their conclusion.

7.7 By ordering any product, the Buyer acknowledges that it has read and accepted the provisions of these GTC as binding.

7.8 The Parties shall attempt to settle any disputes arising in their business relationship amicably through negotiation. Failing this, subject to jurisdiction, they submit to the exclusive jurisdiction of the Pest Central District Court and/or the Budapest Metropolitan Court. For matters not regulated by these GTC, Hungarian law shall apply.

7.9 These GTC shall enter into force on 1 January 2024 and shall apply to contracts concluded thereafter.

Budapest, 1 January 2024