T.P. ÉS T. Limited Conditions of Contract


I. Scope
1. The following terms and conditions in their most latest updated version shall apply for the sale of goods and the carrying out of work unless T.P. ÉS T. expressly stateds otherwise in writing. Notwithstanding anything to the contrary in the customer's standard conditions of purchase these conditions will apply except so far as expressly agreed in writing by T.P. ÉS T.
2. The following terms and conditions apply for any future transaction without explicit referral if the customer had, as part of an invoice confirmed by T.P. ÉS T.or in any other attested manner, been informed about and had accepted them.
3. None of T.P. ÉS T.'s offers are binding until expressly and in writing confirmed as such.
4. Orders to T.P. ÉS T.do not become binding until confirmed by the company. If the customer does not receive written confirmation of this, or only with the receipt of invoice, then the contract shall be entered into at the date of delivery.
5. No manager or employee or agent has the power or authority to vary these conditions orally, unless these are confirmed by T.P. ÉS T.in writing.
6. In the event that particular terms and conditions hereof lose their validity, all other conditions not affected by said conditions remain unaffected.
7. Conditions hereof which, according to current statutory regulations, do not apply to private individuals that qualify as customers do not apply to such individuals. Instead of such conditions, dispositive (variable) terms and conditions shall apply with the condition that, in case of several applicable terms, T.P. ÉS T.reserves the right to decide which to apply.
8. T.P. ÉS T.has the right to process the personal data of the customer, received as part of contractual transactions, in line with current privcy policy. The customer is deemed to agree to the above by accepting the terms and conditions herein.
9. T.P. ÉS T.reserves the right to deviate from contractual quantities and product-types, within the terms and conditions that apply to orders and confirmation thereof. The customer is liable to accept deliveries unless the deviation exceeds commercially acceptable limits.

II.Prices
1. Prices are payable in HUF or EUR as defined in the quotations on the date of takeover and do not include Value Added Tax which shall be charged at the rate prevailing at the date of delivery.
2. In the event of a substantial price increase of major pricing factors like materials 6 weeks after the date of order or its confirmation, T.P. ÉS T.is entitled to increase contractual prices accordingly.
3. T.P. ÉS T.shall set a HUF 5000 "quantity charge" to complement any order with a total below HUF 50 000.

III. Terms of Payment
1. Unless otherwise stated, payments should be made in full within 8 days from the date of invoice in HUF or EUR at T.P. ÉS T.'s site of payment. In the case of payment by bank transaction, payments shall be deemed fully made with an unconditional credit entry on T.P. ÉS T.'s bank account.
2. T.P. ÉS T.reserves the right to decline payments by bank drafts and cheques, furthermore, cheques and negotiable drafts shall be accepted solely as compliance, with the customer responsible for all expenses arising thereof.
3. The customer is entitled to the right of set-off and the right of withholding payment only inasmuch as T.P. ÉS T.acknowledges his claims tehreof or have been confirmed in a legally binding court of law. If the above do not apply, the customer is free to enforce his rights separately.
4. If payment of the price agreed is not made on the due date, T.P. ÉS T.is entitled to charge interest on the outstanding amount of the price in HUF or converted to HUF to accrue daily as interest on default at the rate per annum of double the rate of the Hungarian Central Bank's current prime rate. Outstanding amounts in EUR shall be charged with an interest on default at the rate per annum of 8 per cent above the current base rate of the European Central Bank. T.P. ÉS T.reserves the right to enforce its damages (including interest rates and expenses arising from the default) over and above that of an interest on default, as well as the right to exercise Section 293. of the Civil Code of Hungary.
5. In the case of a grave breach of terms of payment or of circumstances coming to light (especially filing for bankruptcy or insolvency, and ongoing enforcement proceedings against a contractual partner of the customer) that cast reasonable suspicion on the customer's credit rating, all balances may be unilaterally made payable forthwith. Furthermore, in the above cases, T.P. ÉS T.is entitled to withhold or require advances or appropriate safeguards for any further deliveries, or, in case of a default on the extended payment deadline, to cancel the contract altogether.

IV. Delivery
1. The condition of due delivery on the part of T.P. ÉS T.- apart from actual due delivery on the part of the company - is that the parties clarify all relevant commercial and technical issues and particularly that the customer complies with all his obligations (obligation to cooperate, reporting obligation, obligation to examine etc.) like obtaining proof of compliance, permits and approvals for his plans from the authorities, provision of a site, material, staff and relevant equipment fit for erection purposes. In the case of T.P. ÉS T.failing to deliver on time, a new date of completion, extended by at least 15 days shall be provided for the company.
2. In the event of the contract being modified following T.P. ÉS T.'s confirmation thereof, solely the delivery deadline included in the more recent contract confirmation is to be considered binding.
3. Due provision of a report of fitness for delivery serves as completion in the event that delivery is delayed or made impossible by causes beyond T.P. ÉS T.'s reasonable control.
4. In the event of T.P. ÉS T.failing due completion for reasons attributable to it, but unintentionally and without gross negligence, and thus causing the customer damage, the customer is entitled to enforce compensation after the appropriately extended time for completion has elapsed and excluding any further claims at a flat rate of 0.5 %, but not exceeding 5 % of the part of the order that he had not been able to use contractually owing to the delay.
5. The customer may not cancel the contract if collection is delayed. In any other case that the customer cancels the contract owing to circumstances out of T.P. ÉS T.'s reasonable control, he is liable to pay liquidated damages. Liquidated damages shall amount to 10 per cent of the order total in case of a contract cancellation within 5 days of order confirmation and 30 per cent of the order total in case of contract cancellation within 15 days of order confirmation. All later cancellation will incur damages amounting to 50 per cent of the order total.
6. In case of vis major, strike or circumstance out of T.P. ÉS T.'s reasonable control, the contractual time for completion shall be extended appropriately. Regardless, T.P. ÉS T.is entitled to cancel the still uncompleted part of the contract or the whole contract altogether in such cases, and also if such circumstances arise during the already extended period, or if the above circumstances arise with one T.P. ÉS T.'s subcontractors or agents.
7. Contractual time for completion shall be extended if the customer fails to comply with his obligations towards T.P. ÉS T.in time.

V. Despatch, freight and packaging
1. When the ordered goods are duly despatched to the customer, risk of exposure shall be transferred to the customer when the goods leave T.P. ÉS T.'s or T.P. ÉS T.'s despatch agent's site or warehouse at the latest, even if despatch does not occur according to the terms and conditions hereof.
2. In case despatch being delayed owing to circumstances out of TUZE's reasonable control, risk of exposure shall be transferred to the customer at his receipt of the report of fitness for delivery (via e-mail or fax).
3. If the customer does not collect the goods immediately after receiving the report of fitness for delivery, or if T.P. ÉS T.s takeover at the request of the customer, the company shall have the right to store the goods at the account of the customer and at his risk.
4. If collection is delayed, T.P. ÉS T.reserves the right - in addition to its basic rights as obligee arising from the delay - to cancel the contract (in part), and, in particular, its right to be compensated.
5. T.P. ÉS T.shall charge a packaging fee for every delivery total below HUF 250 000. If despatch is made by truck, a freight charge of at least HUF 8 000 shall be charged. The off-loading site of the delivery shall be easily accessible and the freight routes inside customer's site shall not be obstructed.
6. At the customer's request and at his own cost, T.P. ÉS T.readily insures the goods against the risks customer determines.

VI. Retention of title (ownership)
1. Until full payment has been made of all sums outstanding from the customer to T.P. ÉS T., the goods will remain the property of T.P. ÉS T.
2. The customer is obliged to store and secure the unreleased proprietary goods, separated and/or separately labeled. Notwithstanding where responsibility lies in the matter, the customer shall be liable for any loss of or damage to the goods in question. Under the provisions of Sections 133-134. of the Civil Code of Hungary, in the case of processing or merging the proprietary goods, T.P. ÉS T.reserves the right to choose. Unless explicitly stated otherwise in writing, T.P. ÉS T.assumes possession or gains proportional joint ownership of the merged object. The object that is the result of the merging is, under terms and conditions hereof, remains the property of T.P. ÉS T., and the same conditions apply for it.
3. The customer shall be entitled to resell the proprietary goods as part of his regular commercial activities with the condition that he shall, with his own customers, arrange for the goods sold to remain the property of T.P. ÉS T.. The customer shall not be entitled to any other disposal of the proprietary goods, in particular that of pawning or alienating the goods as security.
4. In the case of reselling, the customer shall, until completion, relinquish all his claims with regard to his own customers and confer them, together with any supplementary privileges, to T.P. ÉS T.. At T.P. ÉS T.'s request, the customer shall inform his own customers about the conferral of rights, but shall guarantee TUZE's right to inform his customers directly. Nothwithstanding the above, until TUZE revokes this right in writing, the customer shall be entitled to collect accounts receivable. T.P. ÉS T.'s entitlement to collect accounts receivable shall not be revoked, however, these accounts will not be collected until the customer makes due payments on his contractual outstandings. Proprietary rights of the goods shall automatically be conferred to the customer once the sums outstandings to T.P. ÉS T.have been paid in full.
5. At T.P. ÉS T.'s request, the customer shall immediately report on the rights T.P. ÉS T.exercises over his clients.
6. In the event that the total securities owed to T.P. ÉS T.exceeds 10 per cent of its total outstandings, T.P. ÉS T.shall, at the request of the customer, release securities to an appropriate degree.
7. Any acceptance of T.P. ÉS T.'s proprietary goods as pawn or their confiscation by a third party shall forthwith be reported to T.P. ÉS T.. If no third party will settle these costs, the customer shall bear all costs of intervention arising from the above.
8. T.P. ÉS T.shall be entitled to take stock of its proprietary goods or have them taken stock of by a subcontractor and, in case of a breach of contract, in particular breach of terms of payment, redeem the goods or have them redeemed and enter the customer's sites for this purpose. T.P. ÉS T.shall be entitled to sell the redeemed proprietary goods by private contract or have them auctioned off. The goods shall be redeemed at the value of total outstandings to T.P. ÉS T.but at least at the contractual delivery price. T.P. ÉS T.shall be entitled to claim further compensation, in particular to be compensated for lost profits.

VII. Warranties
1. The specifications and technical details of products listed in catalogues, prospectuses, advertisements, illustrations and price lists are for descriptive purposes only and do not constitute warranty claims without express written confirmation given in the contract.
2. Other than the obligations indicated in the contract, T.P. ÉS T.shall only be held responsible for the fitness for purpose and operability of delivered products outside the scope of contract with particular regard for advice given on design, setting up and construction if it expressly states this in writing.
3. Warranty claims shall be forthwith enforced in writing. Hidden defects, that could not have been discovered by the obligatory examination by the customer, shall be reported immediately upon discovery.
4. All complaints for defects shall become forfeited within 6 months of the transferring of the risk of exposure unless binding regulations do not specify a longer period. Warranty shall be given on delivered goods solely on the strength of T.P. ÉS T.'s express written statement thereof and only to the degree and in the manner specified by binding regulations.
5. In the case of justified complaints for defects, T.P. ÉS T.shall be under an obligation of a replacement delivery (repair, new delivery or replacement). If T.P. ÉS T.fails to provide a replacement delivery within the time for completion or if this turns out to be unsuccessful, the customer shall be entitled to reduce the purchase price or cancel the contract. Alapos szavatossági kifogás esetén pótteljesítésre (kijavításra, újbóli szállításra vagy cserére) vagyunk kötelesek. A megrendelő jogosult a vételárat csökkenteni vagy a szerződéstől elállni, ha mi a pótteljesítésre vonatkozó kötelezettségünket megfelelő határidőn belül nem teljesítjük vagy az eredménytelen marad. No further claims, no claims for compensatory damages for direct or indirect damages arising from defects in particular shall be enforced, except as provided for in section VIII hereof.
6. Inappropriate repairs carried out by the customer or a third party subcontracted by the customer as well as inappropriate use or inappropriate erection site result in a loss of warranty. Defects arising from natural amortisation shall not amount to warranty obligations.
7. No warranty obligations shall be accepted for colour deviations in additional deliveries relative to earlier deliveries.
8. Refund claims and transferral of warranty obligations claimed by third parties shall only be accepted insofar as binding provisions for appropriate use specify; no such claims shall be accepted for obligations taken on by the customer for business policy reasons, and presume compliance with obligations, in particular warranty claim reporting obligations on the part of those asking for a refund.

VIII. Liabilities
1. In all other cases where T.P. ÉS T.is obliged to compensate for damages arising from statutory or contractual claims other than according to the conditions outlined above, it shall only comply provided that T.P. ÉS T.or its head employees are responsible for ordinary negligence in respect of damages to life, personal injury or health.
2. Furthermore, the responsibility, independent of culpability, arising from statutory product liabilities, as well as the responsibilities arising from a gross breach of essential contractual points shall not be affected by the fact that responsibility - other than the cases referred to in the above point - is confined to foreseeable, typically occurring damages.
3. The above conditions do not imply the shift of the liability of proof onto the customer.

IX. Site of completion, Applicable law, Court of Venue
1. The site of completion for deliveries and payments shall be T.P. ÉS T.'s registered seat, unless expressly stated otherwise: H-2896 Szomód, Lot number.: 1462.; site of bank payment: the commercial bank indicated on TUZE's invoices.
2. All contractual and non-contractual relationships of the parties shall be governed by the substantive law of Hungary. Jelen szerződésre a magyar jog érvényes. The application of the uniform UN Convention on the International Sale of Goods (CISG, 11.04.1980) shall be excluded.
3. Court of Venue for all disputes arising out of or in connection with the contract shall be the Tatabányai Városi Bíróság or the Komárom-Esztergom Megyei Bíróság as determined by jurisdiction, or, at TUZE's sole discretion, the court of law having jurisdiction at the customer's registered seat.

Szomód, 01.01. 2006.