GENERAL TERMS AND CONDITIONS of the The Carlstar Group Kft. (registered seat: 1117 Budapest, Irinyi József utca 4-20, Company registration number: 01-09-186977, EU VAT Number: HU24872816) as seller (hereinafter called as “Seller” or “The Carlstar Group”)
1.1. Buyer means any party to which the Seller has agreed to supply Products whether or not for value. By submitting an Order, Buyer represents and warrants that he is acting within its profession, independent occupation or business activity.
1.2. Sales Contract means any contract (whether or not in writing) between the Seller and the Buyer for the supply to the Buyer of Products, which contract shall be deemed to incorporate these Conditions.
1.3. Products means any tires, accessories, wheel assemblies or other products to be supplied by the Seller under the Contract, whether or not manufactured by the Seller.
2.1. These General Terms and Conditions are applicable to and part of all documents related to the sale of Seller’s Products, especially to sales contracts and including without limitation to purchase orders, invoices, acknowledgements and shipping documents.
2.2. The applicability of the Buyer’s general terms and conditions shall be excluded, it may never become a part of the parties’ contract, not even when Seller may fail to specifically reject it or if its conditions are not specifically contrary to these conditions.
2.3. If there is an inconsistency between any of the provisions of these Conditions and the provisions of the Sales Contract with the Buyer, the provisions of the Sales Contract shall prevail.
3.1. The Order constitutes an offer by the Buyer to purchase the Products in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
3.2. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, including for the avoidance of doubt any ancillary terms agreed between the parties in writing or any delivery and pricing terms, at which point the Contract shall come into existence.
3.3. Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
3.4. A quotation for the Products given by the Seller shall not constitute an Offer. (For the avoidance of doubt, any proforma invoice provided by Seller shall constitute a quotation and will therefore not constitute an Offer).
4.1. Unless otherwise set forth in the Sales Contract, the price for the Products shall be Seller’s price in effect on the date of the Sales Order. Material, energy or other surcharges may apply. Minimum order quantities, minimum order values and set up charges may apply. Quotations are valid for thirty (30) days. Expedited orders may be subject to premium charges.
4.2. Prices are quoted exclusive of, and Buyer shall pay any federal, state or local excise, sales, use, personal property or other tax, value added tax (VAT), excepting only taxes based on Seller’s income. Unless otherwise agreed in the Sales Contract, payment terms shall be set forth in the invoice. Seller reserves the right at any time to require full or partial payment in advance of shipment, based upon payment history, its assessment of the Buyer’s financial condition or other factors.
4.3. In the event of non-payment which exceeds 30 days, the Buyer shall pay late payment interest. The late payment interest shall be 1,5 % per month. Buyer shall pay all costs of collection incurred by Seller, including but not limited to expenses and reasonable attorneys’ fees.
4.4. Bank charges and bank commissions in the territory of the Seller are paid by the Seller, on the territory of the Buyer by the Buyer.
4.5. Without waiving any other rights or remedies available to it hereunder, under applicable law or otherwise, Seller may, at its option, suspend any shipment or deliveries hereunder, or under or pursuant to any other contract with Buyer, until all past-due accounts of Buyer to Seller have been satisfied in full, and/or may cancel the unshipped balance of any order. If Seller determines the performance of Buyer’s obligations hereunder to be insecure, Seller shall have the right to suspend any shipment and Buyer shall promptly return to Seller, on demand, all Products furnished to Buyer hereunder for which payment in full has not been made.
4.6. BUYER MAY NOT SET OFF ITS CLAIMS AGAINST SELLER’S DUE INVOICE CLAIM.
5.1. Delivery is completed in accordance with the Incoterm applicable to the Order unless otherwise agreed in writing.
5.2. While the Seller will use all reasonable endeavours to adhere to any agreed delivery date, the time of delivery of the Products shall not be of the essence. The Seller shall not be liable to the Buyer in damages or otherwise for any delay in delivery of the Products. However, the Seller undertakes to inform the Buyer immediately about circumstances beyond Seller’s control which can influence the delivery and / or shipment of the Products.
5.3. Seller shall send the Buyer the originals of the shipping documents set forth in the Sales Order (especially: commercial invoice, bill of lading, pack list).
5.4. If Buyer furnishes special transportation instructions (e.g., special handling, packaging, expedited shipping, etc.), all costs thereof shall be borne by Buyer. All costs of export (e.g., export duties, licenses, fees, added certificate of origin and export documentation etc.), if applicable, shall be borne by Buyer.
5.5. If the Buyer has not taken or accepted delivery within ten (10) business days after the delivery date, the Seller has the right to unilaterally terminate the contract or, in case the Buyer’s omission concerns an instalment, the part of the Contract relating to that instalment. The Seller may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Products.
5.6. BUYER SHALL EXAMINE THE PRODUCTS AND WHETHER THEY COMPLY WITH THE QUANTITY AND QUALITY STANDARDS SET FORTH IN THE SALES ORDER AS SOON AS POSSIBLE. BUYER SHALL INFORM SELLER ABOUT ANY EVENTUAL QUALITY OR QUANTITY PROBLEM WITHIN 15 (FIFTEEN) CALENDAR DAYS AS OF THE DELIVERY. IN THE ABSENCE OF ANY NOTIFICATION IN THE SAID DEADLINE, THE PRODUCTS SHALL BE REGARDED AS THEY COMPLY WITH QUANTITY STANDARDS SET FORTH IN THE SALES ORDER AND THEIR QUALITY IS IN CONFORMITY WITH THE AGREEMENT AND ALL CLAIMS REGARDING TO THE NON-CONFORMITY SHALL BE REGARDED AS WAIVED BY BUYER.
5.7. Seller has the right to over ship or under ship any release by 10 % (ten percent) as set forth in the Sales Order. In case of less Products have been delivered, Buyer shall be entitled to proportionally reduce the amount of the invoice. In case of more Products have been delivered, Seller issues an invoice for the excess based on the prices in this agreement.
5.8. Should Seller over ship or under ship any release by more than10 % (ten percent) as set forth in the Sales Order the following shall apply: i) in case of incomplete supply of the Products with respect to information specified in the Sales Order through the Seller’s fault, the Buyer has the discretion to require the Seller to ship the missing quantity with the next delivery or to proportionally reduce the amount of invoice of the delivery; ii) in case of excess supply of the Products with respect to information specified in the Sales Order, the Buyer within fifteen (15) days after receiving the notice shall dispose of such Products. In the absence of any disposal by Buyer within the said deadline, the Products in excess shall be deemed as accepted by the Buyer, and Seller issues an invoice for the excess based on the unit prices.
5.9. The title of the Products shall pass to the Buyer upon the full payment of the price. Risk of damage of the Products shall pass to the Buyer in accordance with the applied Incoterms 2020 term. The Buyer receives the Products free of any third party’s rights.
6.1. For the avoidance of doubt, under the term warranty, the legal concept stipulated in Section 6:159 of the Hungarian Civil Code shall be meant.
6.2. SELLER’S WARRANTY OBLIGATION UNDER THE SALES CONTRACT SHALL BE LIMITED TO REPLACEMENT OF ANY DEFECTIVE PRODUCT, OR IN CASE THE REPLACEMENT IS NOT POSSIBLE FOR ANY REASON, TO THE REFUND OF THE PRICE OF THE DEFECTIVE PRODUCT.
6.3. THE WARRANTY APPLIES ONLY TO THE ORIGINAL PURCHASER OF THE PRODUCTS FOR 1 (ONE) YEAR FROM THE DATE OF PURCHASE. THE WARRANTY FOR THE COATING OF THE WHEEL IS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF PURCHASE. PROOF OF PURCHASE AND PROOF OF DELIVERY MUST BE PROVIDED BY THE BUYER.
6.4. Any warranty claim in respect of the Products must be sent in writing to the Seller. The determination of the Seller’s technical staff as to whether or not any Products is defective shall be conclusive.
6.5. Warranty claims will only be considered by the Seller if
a) adequate evidence of purchase is submitted with the Products;
b) notice in writing giving details of the alleged defect is given to the Seller as soon as possible;
c) where the Product was manufactured by the Seller, the defects are due to faulty manufacture or workmanship;
d) the Product has been used in accordance with all technical requirements or recommendations issued by the Seller;
e) the Product is returned to the Seller at the Buyer’s expense, if so required by the Seller.
6.6. THE ABOVE CONDITIONS FULLY DETERMINE THE SELLER’S OBLIGATIONS AND LIABILITY IN CASE OF LACK OF CONFORMITY OF THE PRODUCT. FURTHER WARRANTY RIGHTS, ALL IMPLIED WARRANTY AND ANY SIMILAR CONDITIONS ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
7.1. Parties shall not be held liable for non-performance of their contractual obligations, if such non-performance was the result of any circumstances falling outside of their sphere of control, including, but not limited to the following
a) Acts of God, flood, fire, explosion, epidemic, thunderbolt, extraordinary strong storm, windstorm, snowstorm, snowing, or frost sleety rain or hail; flooding, earthquakes, landslide;
b) nuclear explosion, radiation, chemical or biological contamination, pressures caused by sonic speed or ultrasonic airplane
c) war, military actions, revolution, state of war, armed conflicts acts of public enemies, terrorism, sabotage, strikes, local disputes or civil commotions, road accidents,
d) national or local disruptions in transportation networks and mechanical problems to modes of transport or machinery; accidents;
e) quarantines, embargoes, commercial sanctions, and other regulations of governments which have an adverse effect on the performance of this contract
f) labour troubles, delay or default by suppliers, subcontractors or carriers, inability to purchase or secure materials, components, fuel or labour; hardship of raw material supply, radical market changes
if affecting the given Parties’ ability to perform his respective obligations and arising throughout the term of the contract.
7.2. Should any of the said circumstances directly affect the ability to perform any obligation within a period as stipulated in the contract; such period of performance will be postponed pro rata to the period of continuation of a respective force majeure circumstance.
8.1. Seller shall be liable without limitation for damages arising from death or personal injury as far as they are caused by intentional acts or gross negligence.
8.2. SELLER SHALL IN NO CASE BE LIABLE FOR ANY DAMAGES TO BUYER FOR INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR FOR LOSS OF PROFITS, INCOME OR PRODUCTION. THIS ALSO APPLIES TO ALL OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, SUCH AS BUT NOT LIMITED TO COSTS, EXPENSES, LOSSES, DAMAGES OR OTHER LIABILITY ARISING OUT OF ANY BREACH OF ANY CONTRACT (INCLUDING DEFECTS AND / OR DELAY) OR OF STATUTORY DUTY OR OUT OF ANY TORTUOUS ACT OR OMISSION.
8.3. IN ANY CASE THE AGGREGATE LIABILITY OF SELLER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR BREACH OF STATUTORY DUTY OR OTHERWISE) TO BUYER FOR ANY LOSS OR DAMAGE (WHETHER ASSERTED BY BUYER OR THIRD PARTIES) OF WHATSOEVER NATURE AND HOWSOEVER CAUSED IN CONNECTION WITH THE SALES CONTRACT SHALL BE LIMITED TO AND IN NO CIRCUMSTANCES SHALL EXCEED THE AMOUNT OF 150 % (HUNDRED-FIFTY PERCENT) OF THE AGGREGATE PRICE SET FORTH IN THE SALES ORDER (“AGGREGATE LIABILITY LIMIT”).
8.4. EXCEPT FOR THE WARRANTY PROVIDED HEREIN AND EXCEPT WHERE LIABILITY CANNOT BE LEGALLY EXCLUDED OR LIMITED, THERE SHALL BE NO LIABILITY ON THE PART OF SELLER FOR ANY GENERAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE, MANUFACTURE, OR USE OF ANY GOODS SOLD HEREUNDER.
8.5. ANY CLAIM AGAINST SELLER SHALL BE LAPSED WITHIN TWO (2) YEARS.
8.6. The Buyer shall be liable for and shall hold the Seller harmless against claims by any third party relating to the Products that are based on or originate in (i) a violation by the Buyer, through an act or omission, of any of its obligations or (ii) any event or circumstance that took place after delivery of the Products to the Buyer.
8.7. Buyer may not make any representation or give any warranty or guarantee with respect to any of the Product to third parties other than those undertaken by Seller to Buyer. In the event that Buyer does make any representation, warranty or guarantee in violation of the foregoing, then Buyer agrees to indemnify and save Seller harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by Seller arising out of or in any way connected with any such representation or warranty.
9.1. The content of the Sales Contract shall be treated as confidential information. Buyer will not at any time, except where the obligation to disclose the information is required by the law, without the written consent of the Seller, disclose or make available to third party any facts, information or know-how set forth in the Act LIV of 2018 on the protection of trade secrets, any information, documents related to the Seller, especially any private or confidential information related to the business and marketing activity of the Seller, any business conception, plan, drawing or method (hereinafter called Business Secret). Business Secret shall comprise all of the facts, information, conclusions or data pertaining to economic activities of Seller that, if published or released to or used by unauthorized persons, are likely to imperil the rightful financial, economic or market interest of Seller, provided that the owner has taken all of the necessary steps to keep such information confidential.
9.2. Seller shall retain all rights to technical data and information, technical processes and business methods, whether patentable or not, arising out of or evolving as a result of Seller rendering engineering services to and designing systems and products for Buyer’s use. Buyer agrees not to enforce against Seller or customers of Seller any patent rights, the scope of which includes a system, process or business method utilizing products or engineering services delivered hereunder by Seller, and which relates to an invention made by or for Buyer on a date subsequent to the date of Seller’s first submission of a Sale Document to Buyer.
10.1. Without preliminary written consent of Seller, Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
10.2. Any matters not regulated in the contract shall be governed by the Hungarian law to the exclusion of the conflict of law provisions.
10.3. The parties expressly assume the risk of mistake and gross disparity in value according to the respective provisions of the Civil Code, in full knowledge of the legal consequences.
10.4. Neither of the delayed, nor the defective exercising of the rights or legal remedies provided by the law or this contract shall be deemed as waiver of these rights by Seller and cannot exclude the latter exercising of rights. The single or partial exercising of rights or remedies shall not exclude their exercising on other occasions.
10.5. If any provision or part-provision of the Contract or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract or the Conditions.
10.6. Certain Products supplied by Seller, or components thereof, may be, or become, considered as hazardous materials under various laws and regulations. Buyer shall familiarize himself (without reliance on Seller except as to the accuracy of special safety information actually furnished by Seller), with any hazard of such materials and their applications and the containers in which such materials are shipped. Buyer shall inform and train its employees and its customers as to such hazards. Buyer shall hold Seller harmless against any claims by Buyer or its employees or customers based on allegations relating to any such hazards except where such claims are based on Seller’s failure to meet written specifications or the inaccuracy of specific safety information actually furnished by Seller.
10.7. Seller reserves the right to modify unilaterally this General Terms and Conditions. In case of modification Seller shall notify the Buyer regarding the modified terms, who have 15 (days) to terminate the individual Sales Contract with Buyer. In the absence of termination by Buyer, the modifications shall be deemed as accepted by Buyer.
10.8. In case any legal dispute between Buyer and Seller in relation with the Sales Contract, the courts of Hungary shall have exclusive jurisdiction.