General Terms and Conditions of Bunzl Hungary Ltd. (hereinafter referred to as the Supplier) (hereinafter referred to as the GTC)

1. Validity of the General terms and conditions

The business activities of the Seller and its business relations with its contractual partners (hereinafter referred to as the “Buyer”) (the “Seller” and the “Buyer” together hereinafter referred to as the “Parties”) shall be governed by these GTC and by the provisions of Hungarian law, unless otherwise agreed in writing. These GTC shall also apply to matters not otherwise agreed in writing between the Parties. Contractual terms and conditions deviating from or contradicting these GTC shall only apply if the Seller has expressly agreed to them in writing. For the purposes of the provisions of these GTC, delivery shall be understood to include both sale and purchase. Pursuant to Section 6:78 (1) of Act V of 2013 on the Civil Code (“Civil Code”), the Seller shall enable the Buyer to familiarise itself with the content of the GTCs prior to the conclusion of the individual agreement by drawing the attention of the contracting partner to the same on the website www.bunzl.hu. The Seller reserves the right to unilaterally amend these GTC at any time. The Seller shall also publish the amended text of the GTC on the website www.bunzl.hu, thus ensure that it is available to the public. The amended text of the GTC shall apply to the Buyer from the date indicated in the amended text of the GTC or, failing that, from the date of publication, or, in the case of a continuing contractual relationship, from the 5th working day following the Buyer’s notification.

2. Delivery and payment terms

The contract between the Parties shall be deemed to have been concluded and the terms of performance, in particular as to the time of performance and the quantity of the goods delivered, shall be determined by the Seller’s written confirmation of the order to the Buyer or, subject to any normal commercial practice between the Parties, by the Buyer’s acceptance of the goods in accordance with the last offer or order. Under the Contract, the Seller shall deliver the goods to the Buyer by the agreed date and the Buyer shall take delivery of the goods and pay the gross price for the goods in due time. The Seller shall deliver the goods to the Buyer properly packaged. The packaging shall be suitable to protect the goods during transport. The Seller shall be in default if the confirmed delivery date is exceeded by 15 days. If the Buyer unjustifiably refuses to take delivery of the goods or is late in doing so, the Seller shall be liable to pay compensation for any loss incurred. Upon delivery of the goods to the Buyer or, if the Seller does not carry out the delivery directly, upon delivery to the carrier, the Buyer shall bear the costs of maintenance or servicing of the goods and shall henceforth bear the damage for which no one shall be liable. The Buyer shall pay the purchase price of the goods in full within the payment period and in the manner indicated on the duly issued invoice (in cash or by bank transfer).
The invoice shall be deemed to have been paid by the Buyer when the purchase price has been delivered in cash to the Seller or to a person designated by the Seller or when the purchase price has been credited to the Seller’s bank account. The Seller shall inform the Buyer of its bank account number.

In the event of late payment, the Buyer shall owe interest on arrears. The interest rate shall be the base rate of the central bank applicable on the first day of the calendar half year in which the default occurred, plus eight (8) percentage points, or, in the case of a foreign currency denomination, the base rate of the central bank of the issuing bank for the currency in question, or, failing that, the money market rate. Interest shall be calculated at the base rate of the central bank in force on the first day of the calendar half year in which the default occurred for the entire calendar half year.

In the event of late payment, the Buyer shall pay the Seller forty (40) euros in forints to cover the Seller’s costs of collecting the debt, based on the official average exchange rate of the National Bank of Hungary on the day on which the obligation to pay interest on arrears commenced. The fulfilment of this obligation does not release the debtor from the other legal consequences of the delay; however, the amount of the collection costs shall be deducted from the compensation.

The Buyer shall carry out a quality inspection of the goods within 5 working days of receipt of the goods. The Seller is entitled to reject any quality complaint made after 5 working days without giving reasons. The Buyer shall report any quantitative or qualitative complaint on the form provided by the Seller. The Seller shall be entitled to reject any complaint made in breach of formalities.
The Buyer shall always pay the Seller’s invoice without delay. The Buyer shall be obliged to pay the purchase price even if a complaint is made, but the lodging of a complaint shall not have the effect of suspending the Buyer’s obligation to pay the purchase price, unless the Seller has stated otherwise in writing.

The Buyer must sign the delivery note to acknowledge receipt of the goods. The Buyer or the person signing on the Buyer’s behalf must sign the delivery note legibly, indicate his address and identity card number and, in the case of a company, stamp it. The Buyer shall indicate its legal (registered) address on the delivery note and shall notify the Seller in writing without delay of any change thereof. Failure to do so shall entitle the Seller to deliver to the previous address (registered office) and the Buyer shall compensate the Seller for any damage resulting therefrom.
The Buyer shall notify the Seller in writing of any payment or other impediments which may affect the performance of its obligations under this Agreement. The Buyer shall be liable for any damage resulting from failure to do so. In addition, the Buyer and the Seller shall inform each other in good time of any circumstances which limit or prevent the parties from fulfilling their contractual obligations.
In the event of late payment or other breach of contract by the Buyer, the Seller shall be entitled to withhold further orders from the Buyer until the outstanding debt is settled or the breach of contract is remedied, or to fulfil the Buyer’s orders only against cash, advance payment or payment on delivery.

3. Reservation of ownership

In the case of goods ordered for long-term use, the Seller retains title to the goods delivered until the purchase price has been paid in full. During the period of retention of title the Buyer shall use the goods for their intended purpose and shall not sell, encumber or dispose of them without the written consent of the Seller.

The Seller shall be entitled to rescind the contract and take back the goods if the Buyer is in breach of the contract, in particular in the event of non-payment or late payment of the purchase price. In the event of the return of the goods, the Seller shall be entitled to set off against the purchase price of the goods any outstanding monetary claims arising from any legal relationship with the Buyer, as well as the costs arising from the return and from the resale or depreciation of the goods and the user fees for the use of the goods.

The rights of the Seller set out in these GTC shall be without prejudice to any other rights to which the Seller may be entitled in the event of breach of contract, in particular under the law.

4. Warranty

The Seller is responsible for the conformity of the goods at the time of delivery with the product description in force at the time of delivery and with the characteristics specified in the legislation, as well as for their faultlessness (guarantee of conformity). The Buyer may refuse to accept the goods if the goods are not identifiable (lack of labelling) or if, contrary to the legal requirements, the CE (EN) marking and the standard number are missing from the packaging of the goods.

The Buyer shall inspect the goods immediately upon receipt, but within 5 days at the latest, and shall notify the Seller in writing of any objections in detail, using the form and interface provided for this purpose. Failure to do so shall constitute acceptance by the Buyer of the Seller’s performance in terms of quality and quantity. In the event of a hidden defect which cannot be detected during the inspection of the goods, the Buyer shall immediately notify the Seller of the defect or its objections.

The Seller is responsible for ensuring that no third party has any rights to the purchased goods which restrict or prevent the Buyer from acquiring ownership (retention of title).

If the Buyer fails to make a written reservation of rights at the time of acceptance of the goods due to a visible or immediately apparent defect or deficiency in the goods, the Seller’s performance shall be deemed to be in accordance with the Contract and the Buyer shall have no claim in respect thereof.

5. Breach of contract

The Buyer acknowledges that in the event of late payment or non-payment of the price of the goods, the Seller is entitled to use commercial debt collection companies.

The Buyer further acknowledges that after a maximum of 2 unsuccessful reminders, the Seller will seek the assistance of a legal representative to collect the price of the goods, the additional costs of which shall be borne in full by the Buyer. In addition, the Buyer shall be liable for the additional costs and legal fees of any administrative, judicial or enforcement proceedings initiated.

6. Use of subcontractors

The Seller shall be entitled to use subcontractors, subagents or other intermediaries in the performance of its contractual obligations. The Seller shall be liable for any subcontractor, subagent or other intermediary used by it as if it had acted itself.

7. Confidentiality

The Parties undertake to use their best endeavours in the performance of their contractual obligations not to damage the business reputation of the other party or to use the business name of the other party in a manner or context which is offensive, disparaging or in any way prejudicial to the other party.

The parties shall keep confidential all business secrets of which they become aware in the course of their activities, as well as essential and confidential information concerning each other and their respective activities. Furthermore, they shall not disclose to third parties without their consent any data or information the disclosure of which would be prejudicial to the Parties.

8. Data protection

Each Party shall have the right to request the other Party to transfer to it personal data relating to the other Party’s contacts and representatives (collectively, “contacts”), provided that it first specifies the purpose of the transfer. In the event of such a request, the requested Party shall be obliged to carry out the transfer for the performance of the contract. Such personal data may include the name, position, telephone number, e-mail address of the contact persons of the Parties. The legal basis for the transfer of personal data of the contact persons is Article 6(1)(f) GDPR. The purpose of the transfer of data is the performance of the contract and the maintenance of contact between the parties.

The parties are entitled to store this data in databases accessible to their employees and to use it solely for the purposes stated.
The parties agree to process and keep the personal data referred to in this clause and provided to each other from the termination of the contractual relationship until the expiry of the general limitation period for claims arising from the contract or until the periods specified in the applicable legislation, whichever is later, in order to settle any future disputes.

The parties agree that the transferring party is responsible for the accuracy and lawfulness of the transfer of personal data of its contacts and that the transferring party is obliged to inform the data subjects of the information provided by the other party on the processing of their personal data, the rights of the data subject and any transfer for processing purposes.

The parties declare and warrant that they have informed their own contacts of the transfer prior to the transfer of the contacts’ data in accordance with the provisions of the GDPR, and that they will comply with the data subject’s obligation to inform the other party of the contacts’ data processed by it.

Each Party shall provide the other Party’s contact persons with its information on the processing of personal data provided by the other Party in the course of the performance of the Contract and undertakes (assumes responsibility) to provide the other Party’s information on such processing to its own relevant employees (representatives, contact persons).

The parties are independent controllers of the personal data of the other party’s contact persons.

For data protection issues not covered by these GTC, the current Privacy Notice published at www.bunzl.hu shall apply.

9. Miscellaneous provisions

The Buyer acknowledges that the Seller will only take back the goods within 90 days of the invoice date, in the case of a general withdrawal, and only if an individual agreement covering all the conditions has been concluded, at a price reduced from the original price, set by the Seller at a maximum of 80% of the original purchase price. Products ordered individually and products sold on discounted price cannot be returned/taken back.

If the parties agree in writing on matters not covered by these GTC and/or to deviate from these GTC, any amendment to this Agreement must be in writing.

The parties shall inform each other of all circumstances affecting the parties and relevant to their legal relationship. This applies in particular to any change in the registered office (address), place of business or branch, contact details or contact person of the parties.
The parties declare that they will attempt to settle any disputes arising in connection with the performance of these GTC and the agreement between them amicably without recourse to litigation. Failing this, the parties submit to the exclusive jurisdiction of the Székesfehérvár Regional Court in matters falling within the jurisdiction of the regional courts, and to the exclusive jurisdiction of the Érd Disctict Court in matters falling within the jurisdiction of the district courts.

These GTC have been made in both English and Hungarian language versions. In the event of any conflict between the English and Hungarian language versions, the Hungarian version shall prevail.

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