I GENERAL PROVISIONS
1. Legal relations between Supplier and Purchaser in connection with supplies and/or services of the Supplier (hereinafter referred to as “Supplies”) shall be solely governed by the present Terms and conditions . The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scope, content and time point of delivery shall be determined by the congruent mutual written declarations.
2. The Supplier reserves the right to modify unordered products from time to time, including the right to discontinue the products, announcing the Purchaser in advance, observing an adequate time period.
3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up copy of standard software.
4. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
II PRICES, TERMS OF PAYMENT, AND SET-OFF
1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.
2. Payments shall be made free Supplier’s paying office.
3. The Purchaser may set off only those claims which are undisputed or non-appealable.
III RETENTION OF TITLE
1. The items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier’s property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of the Supplier’s security interests exceeds the value of all secured claims by more than 10 %, the Supplier shall release a corresponding part of the security interest if so requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to release.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties.
4. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.
IV TIME FOR SUPPLIES; DELAY
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits and approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply if the Supplier is responsible for the delay.
2. If non-observance of the times set is due to force majeure such as mobilization, war, rebellion or similar events, e. g. strike or lockout, such time shall be extended accordingly. The same shall apply if the Supplier does not receive its own supplies in due time or in due form.
3. If the Supplier is responsible for the delay (hereinafter referred to as “Delay”) and the Purchaser has demonstrably suffered a loss thereof, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the intended use.
4. Purchaser’s claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the limits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of mandatory liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
5. At the Supplier’s request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.
6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than one month after notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.
V PASSING OF RISK
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser at the time when the Supplies are shipped or picked up by the carrier. Upon the Purchaser’s request, the Supplier shall insure the Supplies against the usual risks of transport at the Purchaser’s expense;
2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or erection, the taking over in the Purchaser’s own works, or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.
VI RECEIVING SUPPLIES
The Purchaser shall not refuse to receive Supplies due to minor defects.
VII DEFECTS AS TO QUALITY
The scope of the guarantee mentioned in our catalogue is replaced by the following provisions:
The Supplier shall be liable for defects as to quality (hereinafter referred to as “Defects”,) as follows:
1. Defective parts or defective services shall be, at the Supplier’s discretion, repaired, replaced or provided again free of charge, provided that the reason for the Defect had already existed at the time when the risk passed.
2. Claims for repair or replacement are subject to a statute of limitations of 12 months calculated from the start of the statutory statute of limitations; the same shall apply mutatis mutandis in the case of rescission and reduction. This shall not apply where longer periods are prescribed by law. The legal provisions regarding suspension of the statute of limitations and recommencement of limitation periods shall be unaffected.
3. Notifications of Defect by the Purchaser shall be given in written form without undue delay (7 days).
4. In the case of notification of a Defect, the Purchaser may withhold payments to an amount that is in a reasonable proportion to the Defect. The Purchaser, however, may withhold payments only if the subject-matter of the notification of the Defect involved is justified and incontestable. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is time-barred. Unjustified notifications of Defect shall entitle the Supplier to demand reimbursement of its expenses by the Purchaser.
5. The Supplier shall be given the opportunity to repair or to replace the defective good within a reasonable period of time.
6. If repair or replacement is unsuccessful, the Purchaser is entitled to rescind the contract or reduce the remuneration; any claims for damages the Purchaser may have according to No. 10 shall be unaffected.
7. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, inappropriate foundation soil, or claims based on particular external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the Purchaser or third parties and the consequences thereof are likewise excluded.
8. The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labour, and material, to the extent that expenses are increased because the subject-matter of the Supplies has subsequently been brought to another location than the Purchaser’s branch office, unless doing so complies with the normal use of the Supplies.
9. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent that a Defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, restrictions to liberty and/or intentionally or grossly negligent breach of contract on the part of the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VII, based on a Defect, are excluded.
VIII IMPOSSIBILITY OF PERFORMANCE; ADAPTATION OF CONTRACT
1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser’s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of mandatory liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser’s right to rescind the contract shall be unaffected.
2. Where unforeseeable events within the meaning of Article IV No. 2 substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier’s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.
IX OTHER CLAIMS FOR DAMAGES
STATUTE OF LIMITATIONS
1. The Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort. The same shall apply particularly for the advice of the Supplier with regard to the way of usage of the Product, since only the Purchaser can assess the usefulness and suitability of the Product for each application.
2. The above shall not apply in the case of mandatory liability, e. g. in the case of intent, gross negligence, loss of life, bodily injury or damage to health, or breach of a condition which goes to the root of the contract. However, claims for damages arising from a breach of a condition which goes to the root of the contract shall be limited to the foreseeable damage which is intrinsic to the contract, unless caused by intent or gross negligence or based on liability for loss of life, bodily injury or damage to health. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.
3. To the extent that the Purchaser has a claim for damages, it shall be time-barred upon expiration of the statute of limitations pursuant to Article VII No. 2. The same shall apply to the Purchaser’s claims in connection with actions undertaken to avoid any damage (e. g. callback).
X VENUE AND APPLICABLE LAW
1. If the Purchaser is a businessman, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier’s place of business. However, the Supplier may also bring an action at the Purchaser’s place of business.
2. Legal relations existing in connection with this contract shall be governed by Hungarian law, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG).
3. The Products / test units are subject to the export laws and regulation of Japan and other countries. Any diversion or re-export contrary to or in violation of the applicable export control laws and regulation is prohibited.
XI SEVERABILITY CLAUSE
The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonable for one of the parties to be obligated to continue the contract.
Any existing warranty is void for defects caused by poor installation, incorrect installation, faulty maintenance, incorrect or negligent handling or storage, improper repairs we have not carried out, modifications without our written consent, natural wear and tear, excessive strain, unsuitable operating conditions and utilities, as well as chemical, electrochemical or electrical influences we are not responsible for, as well as climatic or other naturally caused influences. Lamps and degradable electronic components are excluded from any guarantee, as far as legally permissible. Colour point shift that takes place over the product life is to be considered as wear. Failure of single LED light points is not a defect, provided a substantial impairment of the total light flux does not take place or the single point of light loss is only slight in relation to the total points of light. Warranted properties are only those that are expressly designated as such in the product information. An express warranty is valid only until the expiration of the warranty period. Technical or formal changes to the products, which serve improvement or result from a change in statutory regulations, can be performed by the Seller without further publications. In the case of material defects, the Consumer has the right to choose between the rectification of such defects and replacement delivery. The Seller may refuse to offer the remedy of choice if it is impossible or if, in relation to the other remedy, it would require a disproportionate effort. If a rectification is not possible or feasible, the Consumer has the right to choose whether to reduce payments or, provided that defects are not minor, to rescind the contract. For Consumers the period of warranty is 1 years as of the delivery of the goods. Seller‘s warranty obligation towards Businesses shall only apply to defects that appear when observing the applicable operating conditions and putting the item to normal use. In particular, the warranty does not apply to defects resulting from any circumstances for which the Businesses or third parties are responsible. No warranty is granted by the Seller for wear and tear or minor defects of the surface. Any warranty obligation of the Seller shall come into effect only if the installation was carried out by an electrical installation company. For parts that the Seller purchased from sub-suppliers upon the instructions of Businesses or their representatives and contrary to the Seller‘s recommendation, the Seller is liable only to the extent to which there guarantee claims against the sub-supplier can be brought forward. If an order or a service is carried out by the Seller according to design specifications, drawings or models that were made available by the Businesses, the Seller‘s liability does not extend to the correctness of design but only to the conformity of the design to the Businesses’ specifications. The Seller is herein not obliged to examine the information provided by the Businesses. Light devices and parts subject to wear as well as used products shall not be covered by the warranty. Similarly, the Seller shall not accept any warranty, when accepting repair jobs or reworking or modifying old as well as third-party goods. Businesses are obliged to examine the delivered goods with regards to defects without undue delay and with professional care and shall report obvious defects to the Seller in writing within a week of receiving the goods; otherwise the assertion of warranty is excluded. Hidden faults must be reported in writing within a week of discovery. Businesses bear the full burden of proof that all the conditions for a claim are met, especially for the defect itself, for the point in time when the defect is established and that the defect is reported in time. For those defects covered by the Seller‘s warrant obligations, the Seller shall be entitled to choose to offer either to rectify the defect or provide a replacement. The Seller shall be given the time necessary to examine and remedy the defects or supply replacement parts or equipment, as applicable. The costs for disassembly and assembly incurred in connection with the rectification of a defect or a replacement are to be borne by the Businesses. The costs and risks of transporting the good to and from the repair center must be borne by the Businesses. For the rectification of defects on the Businesses’ premises, any travel costs are borne by the Businesses. Any removal of a defect or other warranty remedy shall not result in a renewal of the warranty period. The Seller shall only refund costs for remedying a defect, undertaken by the Businesses themselves or by a third party, if the Seller has given his written consent. For Businesses the period of warranty is one year as of the delivery of the goods. Even within this period, the seller has no warranty obligations if businesses are in arrears with payments.
TERMS AND CONDITIONS
ALL RIGHTS RESERVED | COPYRIGHT 2017
Beweq is experts in the interior LED lighting based in Budapest/Hungary. We create high quality lighting products with engineering experience. Our vision is to provide unique and creative high quality solutions for all fields covered by interior lighting without any compromise. We have a lot of design alternatives for indoor lighting /from these we realize only just the perfect in accordance with innovative engineering solutions/.he complex knowledge of the contemporary industrial design and the newest technology are essential for the perfect lighting product creating, we believe that we have all of these. Our goal is to provide the best possible product design with clear functional design, providing maximum quality without any unnecessary features.
29-33 KONKOLY THEGE MIKLÓS st, b6/59
Budapest 1121, Hungary
Phone: +36 20 271 7632
COMPANY REGISTRATION NUMBER: 01-06-789961
OWNERSHIP: LIMITED PARTNERSHIP
EU VAT NUMBER: HU 25383883