General Terms and Conditions

Purpose and subject of these General Terms and Conditions (hereinafter GTC)

This GTC issued by AV Spring Korlátolt Felelősségű Társaság (Registered Office: H-1117 Budapest, Infopark sétány 1. Infopark C épület 3. em. E., company registry number: 01-09-294770, tax number: 25892154-2-43)

hereinafter Supplier,

for the purpose of establishing the standard terms and conditions for the continuous cooperation between itself and its Customers. Therefore, each and every transaction concluded between the parties under the effect of the GTC is without exception subject to this GTC.

Prices

Prices always apply in accordance with the quotation sent by the Contractor, including the remarks of the Supplier.

Purchase orders and order confirmations

The Supplier shall provide the Customer with the basic terms and conditions of the undertaking in a quotation. The Supplier shall be entitled to set a fixed expiry date for any of its quotations. If the Supplier does so, the Supplier shall be bound by his quotation until the stated deadline, provided that orders have been returned to the Supplier by the stated deadline. The Supplier reserves the right to change both the technical content and the price of the quotation if circumstances beyond the control of the Supplier justify such change until the execution of the contract. Such circumstances particularly include the depreciation of the exchange rate of HUF of more than 2% in the official EUR/HUF daily exchange rates of the MNB on the day of the quotation, if the quotation is calculated in HUF; as well as changes in manufacturer’s products and prices, global transport difficulties. In the event of a change in manufacturer’s product, the Supplier reserves the right to supply the preceding or subsequent model.

By placing an order, the Customer accepts the quotation of the Supplier.

If the Customer has made amendments to the order in relation to the quotation of the Supplier, the amendments made by the Customer shall only become part of the contract if the Supplier accepts them by confirming the amendments. In the absence of such confirmation, there is no contract between the parties.

The Customer’s orders shall become binding on the Supplier upon confirmation issued by the Supplier, with the content of the purchase order number referred to in the confirmation; and in the event of any discrepancy between the offer and the confirmation, the confirmation shall prevail.

The order confirmation issued by the Supplier forms a contract between the parties. If the Customer unilaterally withdraws from the contract for any reason after the conclusion of the contract, the Customer shall be liable to pay a penalty of at least 15% of the total value of the order. The penalty shall be due within a maximum of 15 calendar days following the unilateral withdrawal.

Delivery deadline

The delivery deadline is the deadline specified in the order confirmation issued by the Supplier on the basis of the quotation.

The Supplier shall be bound by the delivery deadline to deliver within the period specified in the order confirmation. In the case of any delays in the delivery of the goods, the party at fault shall be liable for the consequences of such delays.

If the Supplier requires additional information from the Customer in order to fulfil the order, the Customer shall provide the requested information within 2 working days following the Supplier’s written request. Any delay shall result in an extension of the delivery deadline in proportion to the delay.

The Supplier shall not be liable for any delays in delivery and execution caused by an unavoidable external cause (force majeure, global shortage of parts, etc.).

The Supplier is entitled to execute partial deliveries after prior notification and the Customer shall accept such partial deliveries.

Delivery of goods

In the case of ordered goods, the location of delivery is as stated in the order confirmation. The Supplier shall notify the Customer of the delivery of the ordered goods no later than by the end of the delivery deadline, and the Customer and the Supplier’s representative shall agree on the exact delivery date. The Customer shall enable the delivery of the goods no later than 8 (eight) days after the Supplier’s notification of the arrival of the goods and provide the Supplier with the name of the representative authorised to take delivery of the goods in writing in the form of official company communication no later than the time of taking delivery. Should the Customer fail to comply with the above obligation, the Supplier is entitled to deliver to an employee located on the business premises of the Customer. A failure of delivery for any reason attributable to the Customer, in spite of notification of the arrival of the goods before the end of the delivery deadline, shall not be considered a delay attributable to the Supplier.

Upon delivery of the ordered goods, the Customer or the person authorised by the Customer shall confirm the receipt of the goods in a Delivery & Acceptance Protocol at the delivery and acceptance of the delivered items with the Customer’s company stamp and the signature of the authorised person The Delivery & Acceptance Protocol shall be issued in 2 original copies, of which 1 (one) copy shall be retained by the Customer, while 1 (one) copy being retained by the Supplier. The Delivery & Acceptance Protocol officially evidences the fact that the goods have been duly delivered by the Supplier to the Customer, meaning that the Supplier shall be entitled to issue its corresponding invoice.

If the Supplier is responsible for the installation of the ordered products at the destination, the Customer shall provide the necessary infrastructure (230V, internet, LAN end points, intranet, etc.) and the site. If the installation site is not available to the Supplier at the time previously agreed in writing by the Customer and the Supplier, the Supplier is entitled to charge the Customer for the visit and the installation work. If the installation involves demolition work, the architectural restoration (e.g. plasterboard, carpeting, concrete flooring) is the responsibility of the Customer.

The Supplier shall send a report to the Customer upon completion of its contractual obligations, both in respect of the services and the equipment. The delivery and acceptance procedure shall be completed within 3 working days thereafter. The Customer is entitled to enforce any deficiencies noted by the Customer against the Supplier by listing them in the Delivery & Acceptance Protocol.

Payment terms

The Supplier is entitled to issue the invoice based on the Delivery and Acceptance Protocol which certifies the completion of the contract. The Customer is liable to pay the purchase price by the payment deadline stipulated in the invoice issued by the Supplier.

The Supplier shall be entitled to issue a prepayment invoice for the financing of high-value assets and equipment, which shall be 40% of the purchase price of said assets and equipment. Settlement of the prepayment invoice shall be due by the payment deadline stipulated on the invoice. The Customer is obliged to accept the received equipment notified in writing for delivery within 5 (five) working days after the notification, and to arrange for its storage and safekeeping at the installation site.

The payment of the Customer shall be considered to be completed once the full amount has been credited to the Supplier’s bank account or paid into the Supplier’s petty cash. All delivered goods shall remain the property of the Supplier until the payment of the invoice.

The Customer shall quote the number of the invoice upon payment.

The Supplier is entitled to issue a maximum of 2 partial invoices for the purchase of products and equipment at the time of their delivery but prior to the execution of the services covered by the contract (e.g. installation) depending on the receipt of the equipment. The Customer is obliged to accept the received equipment notified in writing for delivery within one week after the notification, and to arrange for its storage and safekeeping at the installation site.

The Contractor is entitled to issue a partial invoice also if the delivery of the purchased products or equipment takes place after the delivery deadline stipulated in the contract at the request of the Customer or due to the Customer’s delay. In such event, the Supplier shall arrange for the safe storage of the purchased products or equipment. The value of the partial invoice shall be the same as the delivery price of the equipment in the contract.

If the construction work following the delivery cannot be completed by the original contractual deadline at the request of the Customer or due to the Customer’s delay, the Supplier is entitled to partial delivery and invoicing at the rate of completion.

If the Customer has outstanding debts towards the Supplier, the Supplier is entitled to credit the payments first to the previous debts, including interest first, notwithstanding the Customer’s instructions to the contrary.

The Customer is not entitled to offset pursuant to Section 6:49 of the Hungarian Civil Code.

Work and technical conditions

In order to meet the delivery deadline, the Customer is obliged to provide the construction site in one phase in accordance with the agreed schedule, ensuring continuous work. In the event that it cannot be ensured (e.g. due to delays in other services), the Supplier’s delivery deadline shall be postponed without penalty to the extent of the delay. The Supplier will charge the Customer for the costs of any deliveries not carried out due to hindrances or unavailability of the work area.

Work and service fees apply to working days, during working hours (9.00-17.00). If it becomes necessary to work outside working hours or on weekends at the request of the Customer or due to an impediment to the execution of the work during working hours, a 50% extra charge may be added by the Supplier to the normal technician and engineering rates.

The Supplier is entitled to engage subcontractors for the execution of the ordered services.

The following works are NOT included in the fees of the Supplier unless specifically indicated in the calculation table and in the description of services of the quotation:

track and floor box construction, protective conduit (minimum 40 mm cross-section for HDMI and USB cabling)
the costs of technical verification of these constructions – our quotation is calculated based on the information provided by the Customer
wall reinforcements, wall penetrations, plasterboarding, alterations, repairs, painting if necessary
furnishing work (assembly, alterations, etc.)
installation of high and low voltage systems, provision of wall and floor box sockets as per pre-installation data
participation in regular on-site cooperation with the construction associates carrying out the above works

The fees of the Supplier include the data required for the sectoral prerequisites for the deployment of the system. It does not include the on-site or other designer coordination of these, nor a detailed design plan (unless specifically indicated in the calculation table and in the description of services of the quotation). The latter priority services are available within the framework of a planning contract or technical supervision.

The installation is subject to the availability of a dust-free working area, the previously agreed high and low power setup (wall/floor 220V and LAN sockets, tested and configured LAN switch ports, with PoE support if required). In the absence of these, the Customer will be liable for the cost of the additional set-up.

If the track is not provided or is longer than previously specified despite previous information (maximum 10 m for a standard passive HDMI cable and maximum 3 m for a standard passive USB cable, or in the case of a special manufacturer’s cable, the distance guaranteed by the manufacturer, e.g. Logitech Strong USB cable – 10m/25m/45m), then the passive HDMI and/or USB signal transmission calculated as default in the quotation can be implemented with a solution involving additional costs for the Customer (using active signal repeaters, optical cable or structured network solution, so-called extenders, etc.) instead of a d2%irect cable solution.

In the case of installation of a video conference system, the software installation only includes the setup of parameters that can be configured directly on the device delivered and installed by AV Spring Ltd. In the case of software licenses provided by the Customer (e.g. Microsoft Teams Rooms, Zoom Room, Google Meet, Cisco Webex room license), the Customer is responsible for the functional settings of the respective software (corporate privileges, firewall, security settings, other network settings, etc.). If the video conference system installed by AV Spring Ltd. is certified to operate in a test environment independent from the Customer’s network, the Customer shall be obliged to accept the system.

The equipment provided by the Customer is considered to be in working order as a precondition, and any extra costs resulting from non-compliance with these conditions are borne by the Customer (repair, re-delivery) and must not delay the receipt of the equipment delivered by AV Spring Ltd.

In the case of device configurations, the price includes a one-time configuration of the installed devices according to the parameters previously agreed with the Customer. The cost of any additional configuration changes, other than those for troubleshooting, requested by the Customer shall be borne by the Customer

Warranty

All warranty-related rights and obligations existing in relation to the goods, products and services falling under the scope of this GTC, shall be settled between the Parties, in line with the applicable provisions of the prevailing, governing laws, and the order confirmation sent by the Supplier.

The warranty period shall commence upon delivery and acceptance of the relevant products to and by the Customer or the authorised representative of the Customer.

In the event that the Supplier is requested to build in any other tools or equipment, supplied by the Customer (or by any third-party supplier, as instructed by the Customer) into the complete system to be delivered by the Supplier, the warranty obligation arising in relation to such third-party tools or equipment shall not be the responsibility of the Supplier; the Customer shall be responsible for ensuring their proper operation, subject to the professional execution of the Supplier.

Customer information, notification obligation

The Customer shall be obliged to disclose its main corporate data to the Supplier. The Customer hereby acknowledges the fact that in case of any reported changes to its data, when such changes have the potential to negatively affect the Customer’s general credit rating, to a greater extent, the Supplier shall be entitled to withdraw from the fulfilment of any of the Purchase Orders already placed, in full or in part, and to withdraw any delayed payment benefit previously provided to the Customer.

Consequences of breach of contract

Default Payment

If the Customer is in payment delay to such an extent that the amount due for a particular invoice is not credited to the Supplier’s bank account even after a grace period of 5 (five) calendar days beyond the due date. In the event of late payment, the Supplier is entitled to default interest in accordance with Paragraph 1 Section 6:155 of the Hungarian Civil Code.

If the payment delay persists for a period of over 15 (fifteen) days, the Supplier shall be entitled to suspend any further deliveries due to be made to the Customer, and when such payment delay exceeds a period of 30 (thirty) days, the Supplier shall be entitled to unilaterally withdraw from the Agreement.

In the event of payment by instalments, should the Customer fail to pay the current instalment by the due date, the Supplier will withhold the instalment discount, and the full amount will become due. For the first default in payment of the instalment, the Supplier will notify the Customer in writing, setting a grace period of 8 days. Non-performance or failure to pay any further instalments shall entail the immediate withdrawal of the instalment discount.

Should the payment delay exceed 30 days, the Supplier is entitled to withdraw from the contract. When that occurs, the Customer shall be obliged to pay a proportionate fee for using the equipment, to the Supplier, as well as to reimburse the Supplier for any damage having occurred, exceeding the normal level of value loss experienced during normal use.

Delayed acceptance of goods by the Customer, failure on the part of the Customer

If the acceptance of the goods is delayed within 5 (five) working days after the Supplier’s notification of the receipt of the goods for any reason attributable to the Customer, the Customer shall be entitled to remove the impediment to acceptance and accept the goods within a further grace period of 5 (five) working days. After the expiry of the grace period, the Supplier shall be entitled to charge a penalty of half (0.5) per cent per day of the contract value of the delayed goods.

The Supplier shall not be entitled to withdraw from its obligation to deliver as long as the delay in acceptance of the goods has not exceeded thirty (30) calendar days after the original delivery date. In the event of a delay exceeding thirty (30) calendar days, the Supplier is entitled to withdraw from the delivery obligation and to charge a default penalty. The maximum rate of the default penalty and the maximum rate of the penalty for delay that may be charged shall be fifteen (15) per cent each, however, from the default penalty and the penalty for delay only one may be charged for one item. In the event of delay or failure by the Customer, the Supplier is entitled to claim damages from the Customer in excess of the liquidated damages, however, the Supplier shall not be entitled to claim damages for loss of profit.

If the Supplier and the Customer have entered into a contract other than or in combination with the contract of delivery, whose completion requires the fulfilment of the delivery contract, any failure on the part of the Supplier which is based on the Customer’s breach of contract will not be regarded as a breach of contract on the part of the Supplier.

Termination of the GTC

The GTC will be terminated:

by mutual consent;
immediate termination.

The GTC may be terminated by either party in writing with immediate effect if the other party breaches a material obligation under the contract and fails to remedy the breach within a reasonable grace period agreed in writing.

Scope of the GTC

The Supplier hereby issues the GTC with effect from 10 January 2022. This GTC shall apply to all future business relations between the parties from the date of its entry into force until the Supplier withdraws this GTC and notifies the Customer in writing. The Contractor shall be entitled to withdraw the GTC or to issue a new GTC at any time, however, the Supplier shall notify the Customer thereof in writing by sending the new GTC. The current GTC shall remain in force for orders already placed by the Customer before the notification of the withdrawal to the Customer, for the completion of the delivery period of those orders.

The Supplier retains the right to update or amend any of the provisions of this GTC, however, such amended version of the GTC shall not apply to purchase orders already placed, and Agreements already entered into between the Parties.

By signing his/her purchase order, the Customer acknowledges that he/she has read, understood and accepted these terms and conditions and agrees to comply with them.

Final provisions

For the purposes of this GTC, communication by registered mail, confirmed fax or confirmed e-mail including a signed document (legible and printable) as an attachment shall be deemed to be a valid written communication or notification.

In case any of the provisions herein is found to be invalid, or no longer applicable, the remaining provisions herein shall remain to be in full force, and binding upon the Parties. Should this case arise, the given provision, deemed to be invalid or inapplicable, shall be considered to be amended in a way that allows the Parties’ intentions, as well as the economic and legal goals, which were meant to be achieved via such invalid or inapplicable specific provision, to be properly achieved by the Parties.

10 January 2022, Budapest

AV Spring Ltd.