General Terms and Conditions
1. Subject of the contract
The purchase, sale or rental, delivery and installation of the equipment and software of the Digital Content Service System (hereinafter referred to as the Product) at the location in Hungary designated by the Customer.
2. Supplier's obligation
The Supplier may also use the activities of subcontractor(s) to fulfill its obligations. The Supplier is liable for all activities of the subcontractor as if it had performed the given activity itself.
The parties shall immediately notify each other of any obstacles to performance and shall take the necessary measures to eliminate them without delay. The Supplier shall immediately notify the Customer of any events that may jeopardize the performance deadline, indicating the reason and expected delay. Delays that arise within the Customer's sphere of interest shall exclude the Supplier's liability and the deadline for completing the task shall increase with the duration of the delay.
The Supplier guarantees that other persons do not have any rights regarding the system constructions, procedures, plans, technologies, etc. used by it that exclude or restrict their lawful application, and furthermore exempts the Customer from any such patent or copyright claims
The parties acknowledge that the performance of the task depends on both parties. Therefore, the representatives of the Contracting Parties maintain a continuous, direct working relationship. The measures and agreements made during the cooperation are recorded in writing and they ensure their compliance.
The Customer is only entitled to increase or decrease the amount of contractual work, to temporarily or permanently omit individual parts of the work,
to change the technological or temporal sequence of any part of the work in a manner agreed upon with the Supplier, and to order any additional work from another Supplier.
The Supplier guarantees that the units and components distributed and put into operation by it are free from material and manufacturing defects.
The Delivery Contract shall enter into force on the day of its signature by both parties, in accordance with the mutual agreement of the Parties.
The delivery time is 6-10 weeks from the date of signing the contract. The fixed delivery schedule may be modified only by mutual agreement of the Parties. The Supplier shall deliver the Product to the Customer’s premises or to the location in Hungary specified by the Supplier (place of delivery).
The Supplier shall notify the Customer of the exact time of delivery 72 hours before delivery.
3. Place of delivery
The exact location of the installation shall be the location in Hungary specified by the Customer.
The certificates, protocols and other documents and technical documentation shall be handed over at the latest together with the handover and acceptance of the shipment.
4. Method of performance, warranty conditions
The delivery deadline according to the order confirmation (or contract) is binding on the Supplier, unless unforeseen circumstances or circumstances beyond the Supplier's control, such as various cases of force majeure, prevent compliance with it (e.g. strike, official interventions and prohibitions, delivery, customs delays, natural disasters).
The Supplier provides a 2-year warranty for the installed equipment from the date of handover and acceptance of each equipment in accordance with the Civil Code and relevant laws.
The Supplier shall provide the following documentation during handover and acceptance:
digital content provider software user manual
handover and acceptance protocol
During the warranty period, the Supplier is exclusively entitled to repair the sold product under warranty or to detect the defect, unless the Supplier fails to fulfill its legal obligations regarding warranty duties.
Any expansion, modification or relocation of the equipment during the warranty period may only be carried out by the Supplier on the basis of a separate, written order. (Relocation, dismantling and commissioning are separately charged services.)
Any repair or intervention not carried out by the Supplier during the warranty period shall result in the termination of the warranty, unless the Supplier fails to fulfil its statutory obligations regarding warranty duties.
The warranty obligation does not cover - in particular - cases that have occurred due to the following reasons: accident, fire, explosion, natural disasters (including, but not limited to,
(including: earthquake, storm, hurricane, tornado, lightning strike, surge, power supply failure, power outage) modification, intervention or attempted repair by a third party other than the Supplier's representative or agent, the equipment, unit or component has been operated, in the Supplier's reasonable opinion, not as intended, or intentionally or negligently in a manner that deviates from the instructions for use or operation or in a manner that does not comply with the prescribed environmental conditions.
The Supplier shall issue a service sheet for all work performed under the warranty and other work, have it certified by the Customer's specialist, and shall provide a copy thereof.
5. Error reporting
Error reporting: errors must be reported during working hours, on working days between 8 a.m. and 5 p.m. by phone at (1) 205-3606, or by fax at (1) 371-1788, or by e-mail at support@digitalisreklam.hu.
6. Cooperation of the Parties
The contracting parties agree to cooperate continuously in order to fulfill the provisions of the contract.
The contracting parties appoint their representatives to make legal statements.
The contracting parties record that the specified persons are authorized to make statements on all issues related to the fulfillment of the provisions of the contract in accordance with their position described above. The general representatives may authorize other persons in writing for sub-areas.
The contracting parties shall consider the specified persons as persons authorized to make a declaration until the party delegating the given person designates a new person in writing.
8. Prices
The purchase price includes the price of the Product, the design costs, as well as the costs of transportation and on-site assembly (installation costs), personnel training, and all other additional costs, with the exception of value added tax.
To start the projects, the Supplier requests a 50% advance payment based on a fee request. The second 50% must be paid within 8 days after handover.
Value added tax must be paid in accordance with the provisions of the current VAT Act.
The Supplier retains ownership of the goods until the purchase price and its contributions (e.g. VAT, default interest, etc.) have been paid in full.
9. Penalty
The Contracting Parties agree to pay a penalty in the event of non-performance, late performance or defective performance by the Supplier. The penalty is based on the net contractual value affected by the breach of contract.
Amount of the penalty
in the event of delay: 1% per day, but not more than 10%
in the event of non-performance or failure: 20%,
If the Supplier delivers the products late and the applicable penalty reaches the maximum, the Customer is entitled to terminate the contract with immediate effect based on the Supplier’s breach of contract.
If the Customer, as the Supplier, is in default towards third parties due to the Supplier’s late/defective performance, the Supplier shall be liable for the penalty payment and compensation arising from the delay. No penalty will be charged if there is a mutual agreement on the modified deadline before the delay occurs. No penalty will be charged if the delay is caused by the Customer.
Force Majeure
The parties consider those events - which make the performance of the contract partially or completely impossible - to be foreseen, but cannot be avoided, or which are not foreseeable in advance and cannot be avoided. The rules of impossibility apply to the form of Force Majeure that makes the performance of the contract impossible. If Force Majeure does not make the performance of the contract impossible, but delays it: the performance deadline is extended by the duration of the delay caused by Force Majeure. The other party must be notified of Force Majeure immediately. The damage resulting from failure to do so shall be borne by the defaulting party.
10. Termination
The contract may only be terminated in the event of a serious breach of contract as specified in this contract. The other party must be notified in writing in advance of the fact giving rise to the termination and a deadline must be set for the termination of the unlawful conduct.
In the event of termination of the contract based on the other party’s serious breach of contract, the party giving rise to the termination shall be obliged to compensate the other party for the resulting damage.
The Parties may only amend or terminate this contract in writing by mutual agreement.
11. Procedure in the event of a dispute
The Parties shall endeavour in good faith to resolve any disputes arising from the conclusion and/or validity and/or content of the contract through friendly and direct commercial negotiations. If this effort fails within 30 (thirty) days of the first day of negotiations aimed at resolving the dispute, the Parties undertake to cooperate in attempting to resolve their dispute through mediation in accordance with Act LV of 2002. The Parties expressly declare that as long as it is possible to resolve the dispute through mediation, they will not first resort to court for legal remedy.
The Parties will attempt to resolve their disputes relating to the contract amicably. In the event of a dispute, the Parties agree to the jurisdiction of the Arbitration Court attached to the Hungarian Chamber of Commerce and Industry - with regard to the current rules of jurisdiction. The Parties declare that this contract also qualifies as an arbitration agreement in accordance with Act LXXI of 1994.
12. Confidentiality
Information acquired by either party in the course of performance of this contract that relates to the business activities, products, services or technical know-how of the other party shall be deemed a trade secret and shall be considered confidential by the Contracting Parties.
The contract constitutes a trade secret and information about it may only be provided to a third party with the consent of all contracting parties, except for data that must be disclosed to the authorities by law or to the court acting in a possible legal dispute between the parties. The Subcontractor or other contributor may receive information in accordance with the provisions of this contract.
The party that becomes aware of the confidential information of the other party may use it exclusively in connection with this contract and may not communicate, disclose, copy or reproduce it to a third party without the prior written consent of the other party.
The Contracting Parties agree to protect each other's confidential information as if it were their own. All confidential information received under this contract - including copies made on any medium - must be returned or destroyed in accordance with the instructions of the information owner in the following cases: the contract is fulfilled, the contract is terminated.
The Parties are liable under criminal, competition and civil law for breach of the confidentiality obligation. The confidentiality obligation remains in effect without time limit.
13. Other provisions
The Customer must provide the materials (photos, videos, texts) necessary for graphic editing.
14. Final provisions
The Supplier undertakes to notify the Customer in due time if its termination, transformation or liquidation is expected, and if a legal successor enters into the performance of the contract in accordance with the law, then the Customer's consent is required for the recognition of the legal successor's status as Supplier and for the further performance of the contract.
The Customer undertakes to notify the Supplier in due time if its termination, transformation, or liquidation is expected, and if a legal successor enters into the performance of the contract in accordance with the law, the Customer's consent is required for the recognition of the legal successor's Supplier status and for the further performance of the contract.
In matters not detailed in the contract, the rules of the Civil Code shall apply.
The parties agree that they may mutually use each other as references, both in photo and video form.
The contract is drawn up in 2 copies in Hungarian, which the parties, after reading, accept as consistent with their will in everything and confirm by signing.
The Parties mutually and unanimously declare that the agreement corresponds to their agreed contractual will.
