Terms and Conditions | Prolog


as of October 01, 2020


I. The contracting parties, subject-matter

The Supplier and the Customer indicated on the delivery note and the sale and purchase of the goods listed therein.

II. Place and time of performance

  1. a/ Supplier's site - if the delivery of the product is carried out by the Customer with its own or rented means of transport.

b/ Customer's site - if the delivery of the product is carried out by the Supplier itself or with its own chartered means of transport.

  1. The date of performance shall be the date when the products described in Clause I. are transferred to the possession of the Customer, or its agent.

III. Quality, warranty

  1. The supplier shall in all cases certify the quality of the products listed in Clause I. by means of a quality certificate attached to the quantity to be delivered, which shall include the special requirements for use and storage. The quality of the products complies with the relevant Codex Alimentarius or standard regulations, the given product brochures and specifications. The quality is based on the sample presented in advance by the Supplier.

  2. Each item indicates the period during which the Supplier guarantees the certified quality of the delivered products.

Should the products not correspond to the requirements, the Supplier shall replace the defective product without delay at its own costs, repair the defect free of charge and provide related consultation.

IV. Quantitative and qualitative takeover

  1. The customer is entitled and obliged to take over the delivered quantities of products at the place of performance. This is confirmed by the legible signature and stamping of the delivery note issued by the Supplier. Thereafter, the Customer may not assert any claim for damages against the Supplier arising from a quantity shortage. The Customer is obliged to inform the supplier by e-mail or fax about the registration number of the means of transport issued by its and the data necessary for the identification of the person authorized to receive the goods. Failing this, the Supplier may refuse to release the goods. As a result, there is no delay in performance.

  2. The customer is obliged to carry out randomized quality control of the quantified products within 30 days of receipt before their use. If the result of the inspection deviates from the quality requirements certified by the Supplier, it must immediately notify the Supplier in writing. In such a case, the Customer may start the further use of the received products only at its own risk, by which it excludes the enforcement of all claims for damages arising from the Supplier's faulty performance.

V. Packing, wrapping

  1. The packing of the products described in Clause I. shall be suitable for protecting the quantity and quality of the products during their storage until transport and use.

VI. Prices, invoicing, manner and deadline of payment, delay

  1. The supplier shall determine the price of the products distributed by its, the method of payment and the deadline in the product price list provided by its to the customer. These conditions are valid until the deadline written there.

  2. The Supplier shall issue an invoice of the consideration for the products described in Clause I. on the basis of the delivery notes signed by the Customer or its agent. In case of cash payment, the invoice will be issued and settled immediately upon performance. The invoice shall be issued in a breakdown by cargos in the case of payment by transfer, or at the end of the month a summary invoice will be issued based on the summary of the delivery notes.

  3. The invoice contains the consideration payable, according to the product price list provided to the customer, in HUF or Euro, plus the amount of value added tax. The Customer shall pay the consideration for the invoice issued by the Supplier, to the Supplier by the deadline and in the manner indicated therein.

  4. a) Based on the occasional agreement between the Customer and the Supplier, in case of late payment by the Customer, for the period from the due date to the date of payment, it is obliged to pay the agreed default interest on the amount to be paid within 8 days from the date of the letter of formal notice.

b) The Customer acknowledges that the Supplier shall remain the owner of the goods delivered to it by the Supplier until the total purchase price of the goods is paid by the Customer. It may only pass on these goods to third parties for cash. In this case, the cash instead of the goods became the property of the Supplier.

c) In the event of a 15-day delay in payment by the Customer, the Supplier is entitled to withdraw from this contract with a unilateral declaration and to take possession of and remove from the Customer the goods in the Customer's possession but forming its property, excluding all claims against it. In this case, the Customer waives its right to property protection against the Supplier.

d) In exceptional cases, the Supplier also accepts the goods that are the property of the Customer in exchange for the debt of the Customer. In this case, the parties enter into a separate sales contract based on the Customer's offer. Payment is made by offsetting.

VII. Conclusion, form, amendment and termination of the Supply Contract

  1. These specific and general terms and conditions - for a written order given by the Customer as a contractual offer - shall enter into force with the written confirmation of the Supplier or by the Customer's express reference to the contract on the day the Customer takes over from the Supplier the products listed in Clause I. in accordance with Clause IV/1 of the present contract conditions. Supplier may withdraw from the fulfilment of the confirmed orders with unilateral statement addressed to the Customer without any consequential damages due to the government measures ordered in connection with the COVID-19 virus and the resulting shutdowns in the supplier's capacity.

  2. The parties may only deviate from the above terms and conditions of the contract prior to the commencement of performance, with an express agreement in writing.

VIII. Settlement of disputed issues, governing law

  1. The parties shall settle amicably all disputed issues, if any, between them. If the dispute still fails to be resolved, the parties submit to the jurisdiction of the competent court in the Supplier's registered office.

  2. In matters not regulated in this contract, the provisions of Act V of 2013 on the Civil Code and the relevant legal acts in force in the legal relationship of the parties.