General Terms and Conditions of Purchase and Delivery – Business-to-Business (B2B)

The following General Terms and Conditions of Purchase and Delivery (hereinafter referred to as the “General Terms and Conditions”) shall apply to contractual agreements entered into by and between MM-VILL Villamossági, Szolgáltató Korlátolt Felelősségű Társaság (hereinafter referred to as “MM-Vill”) and its customers (B2B) (hereinafter referred to as the “Customer”) for the purpose of the delivery of certain products by MM-Vill to the Customer.

Please, read carefully the present document before accepting MM-Vill’s offer and making a written order confirmation, because you are considered to have accepted the current General Terms and Conditions by sending a written order confirmation to MM-Vill.

Official data of MM-Vill as a service provider:

Name: MM-VILL Villamossági, Szolgáltató Kft.
Registered seat: 2800 Tatabánya, Ibolya u. 21.
Postal address (office): 2800 Tatabánya, Ibolya u. 21.
Tax Identification Number: 13550237-2-11
Name of the Representative / authorized person to sign: Sándor Máthé CEO
Company Registry Number: 11-09-011000
Phone Number: +36 20 504 8886

I. General provisions

The orders shall be placed solely on the basis of the following terms and conditions. Any conflicting terms and conditions of purchase and/or delivery shall have no legal effect, even if MM-Vill does not expressly oppose them. The Customer shall acknowledge the present General Terms and Conditions by accepting MM-Vill’s offer. Exceptionally, an expressly agreed written contractual provision may take precedence over the provisions in present the General Terms and Conditions of purchase and delivery.

II. Pre-order, offer, conclusion of contract

  1. The Customer may contact MM-Vill in writing for the purpose of product purchase and delivery by MM-Vill (hereinafter referred to as the “Pre-order”). Pre-orders placed orally or by telephone shall require subsequent confirmation in the above form to be effective. Pre-orders must include at least the following information: (i) expressed request for the order of a certain product, (ii) type and other technical parameters of the product requested to order, (iii) quantity of the product requested to order and (iv) place of delivery.
  1. On the basis of the Pre-order, if MM-Vill is able to deliver the requested products, it shall make an offer in writing to the Customer (hereinafter referred to as the “Offer”). The Offer made by MM-Vill may deviate from the request made by the Customer in the Pre-order. MM-Vill prepares the Offer in reasonable time after the receipt of the Pre-order, preferably not later than within thirty (30) working days. The Customer acknowledges that MM-Vill shall not be obliged at all to make an Offer.
  1. The Offer is not binding on MM-Vill until it has received a written order confirmation (hereinafter referred to as the “Order”) from the Customer regarding the Offer. The Order must reach MM-Vill not later than within five (5) working days from the receipt of the Offer. Only Orders placed in writing shall be considered as legally binding. Orders placed orally or by telephone shall require subsequent confirmation in the above form to be effective.
  1. Upon sending the Order, the Offer becomes legally binding, and the contract (hereinafter referred to as the “Contract”) becomes effective between MM-Vill and the Customer (hereinafter referred to as the “Conclusion of the Contract”).
  1. If the Order deviates from any of the terms and conditions of the Offer, and MM-Vill does not explicitly accept such deviation in writing, then the Contract shall not be concluded.
  1. If the Offer is not accepted by the Customer within the confirmation period specified above, MM-Vill shall be entitled to cancel the Offer. Obvious spelling or calculation errors in the Offer can be corrected by MM-Vill at any time, even after the Conclusion of the Contract, without imposing any obligation on MM-Vill.
  2. By placing the Order, the Customer becomes legally bound by the terms and conditions of the Offer. This shall apply in particular to the payment of the purchase price specified in the Offer at the exchange rate and on the pre-established delivery schedule specified in the Offer.
  3. Without the prior written consent of MM-Vill, the Customer shall not be entitled to transfer its rights in any Order or Contract to third parties. In case the Customer attempts to transfer its rights without MM-Vill’s consent, then MM Vill shall be entitled to withdraw from the Contract in whole or in part and to claim damages.

III. Prices and terms of payment

  1. All prices and terms of payment are specified by MM-Vill in the Offer. Insofar as nothing else follows from the Offer, the applicable prices shall be ex works, exclusive of packaging, freight, postage, and insurance. For the purpose of these General Terms and Conditions, the total amount payable by the Customer to MM-Vill according to the Order under any title is hereinafter referred to as the “Purchase Price”.
  2. Insofar as nothing to the contrary follows from the Offer, the Purchase Price shall be due and payable net (without deduction) within fourteen (14) days of the invoice date. In the event of late payment an interest of ten (10) percent above the base interest rate of the European Central Bank shall be added, calculated on a daily basis. The right to assert damages extending beyond such shall remain reserved.
  3. Any setoff or any exercise of a retention right vis-à-vis MM-Vill’s receivables and claims shall be possible only in the event of counter-demands or counterclaims which are undisputed or judicially determined.

IV. Terms of delivery

  1. Delivery is according to the ICC’s INCOTERMS 2020 DAP clause, after which, MM-Vill is responsible for all charges and risks in transit until the products reach their destination, at which point the risk passes on to the Customer. Costs and risk shall pass on from MM-Vill to the Customer when the products are available for unloading. MM-Vill shall have the right to effect t partial deliveries and partial performances at any time, insofar as such is reasonable for the Customer. To the extent that the Customer so desires, MM-Vill shall take out transportation insurance for the delivery, and any expenses incurred in this regard shall be borne by the Customer.
  2. Delivery dates or deadlines that have not been expressly stipulated as binding shall be solely non-binding details. The delivery time specified by MM-Vill shall commence only when the technical questions have been clarified. Similarly, the Customer shall have to fulfil all incumbent obligations in a proper and timely manner.
  3. In the event the delivery is delayed, MM-Vill is obligated to inform the Customer of the delay. The Customer cannot put forward any claims, including economical claims, against MM-Vill due to the delay, but the Customer is entitled to cancel the entire purchase if the delay exceeds sixty (60) days from the agreed delivery date. However, the Customer is not entitled to cancel the purchase if the delay is due to force majeure, the Customer’s fault, or the carrier’s fault.
  4. The Customer is aware of the fact that after the Conclusion of the Contract, MM-Vill immediately proceeds with its preparations to fulfill the Order which includes undertaking financial obligations toward third-party suppliers. Consequently, after the Conclusion of the Contract, the Customer shall have no right to cancel the Order or withdraw from the Contract. However, in case the Customer cancels the Order or withdraws from the Contract, MM-Vill shall be entitled, within fifteen (15) calendar days following such a cancellation or withdrawal, to a full and unconditional compensation of its damages in the amount that corresponds to the Purchase Price.
  5. If the Customer breaches its contractual obligations, including the obligation to pay the Purchase Price, MM-Vill is entitled to cancel the Contract, sell the products at the Customer’s expense to a third party, and/or claim damages. In this case, MM-Vill shall be entitled to claim damages for its losses, including direct and indirect losses.

V. Transfer of ownership

  1. Subject to the restrictions imposed by mandatory law, the delivered products shall remain the property of MM-Vill until the entire Purchase Price has been paid to MM-Vill.
  2. In the event of any conduct by the Customer in breach of the Contract (e.g., payment default), MM-Vill shall have the right, after setting a reasonable notice period, to take back the delivered products. If MM-Vill takes the delivered products back, this action shall constitute a withdrawal from the Contract. MM-Vill shall have the right to make use of the delivered products after having taken them back. After deduction of an appropriate amount for the expenses involved in making use thereof, the proceeds from making use thereof are to be offset with the amounts owed to MM-Vill by the Customer.
  3. The Customer shall treat the delivered products with due care and shall adequately insure them at its own expense and at replacement value against damages from fire, water, and theft. Any servicing and inspection work which becomes necessary is to be performed by the Customer in a timely manner and at its own expense.

VI. Warranty

  1. The Customer is aware of the fact that the products delivered by MM-Vill are manufactured by, and purchased from, third-party suppliers (hereinafter referred to as the “Product Manufacturer”). Warranties for the products are provided by the Product Manufacturer. MM-Vill shall provide the Customer with all information regarding these warranties and, by transferring ownership to the products, transfers to the Customer the right to claims for defects.
  2. The Customer shall, within the shortest possible time, verify whether the delivery is as contracted in terms of quality and quantity. In case a defect in the products is present, a notice of lack of conformity shall be submitted to MM-Vill by the Customer which shall be forwarded by the former to the Product Manufacturer. If the defect is non-visible, a notice of lack of conformity shall be submitted to the Product Manufacturer immediately when the Customer becomes aware, or should have become aware, of such lack of conformity, but no later than on the last day of the warranty or guarantee period. If the defects on the products are due to the transportation, then MM-Vill shall forward the notice to the carrier. In any case, MM-Vill shall assist the Customer in its claim against the Product Manufacturer or the carrier.

VII. Limitation of liability

  1. MM-Vill is liable for the delivery under the general rules of Hungarian law. However, MM-Vill cannot be held liable for the Customer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss.
  2. MM-Vill’s information on delivery, product characteristics, product capacity and technical data is purely indicative and does not constitute a warranty or guarantee.
  3. MM-Vill is not liable if the delivered products do not meet the Customer’s needs or purpose of use. In case of defective products, MM-Vill explicitly excludes its liability for compensatory damages for the defect.
  4. MM-Vill’s liability is, in any event, limited to the value of the products supplied. However, MM-Vill shall have unlimited liability under provisions of law for injuries or damage to life, limb, and health that are based on any negligent or malicious breach of duty by MM-Vill.

VIII. Force majeure

  1. MM-Vill cannot be held liable if the failure to fulfil its obligations is due to a reason beyond MM-Vill’s control, such as pandemic, war, uprising, strikes, lock-outs, export or import bans, embargos, delayed or inadequate delivery of products from sellers, unexpected stop of production, lack of energy resources or transport, hacker attacks, unforeseen downtime on systems, seizures and other similar circumstances.
  2. In case of force majeure, MM-Vill is entitled to extend the delivery time accordingly or to cancel the Contract. If the Contract is not cancelled, MM-Vill and the Customer are obligated to fulfil the Contract upon the cease of the force majeure event. Both MM-Vill and the Customer are entitled to cancel the Contract if the force majeure event occurs for more than six (6) months.

IX. Governing law and jurisdiction

  1. The legal relationship between MM-Vill and the Customer are subject to Hungarian law.
  2. Any dispute that may arise in connection with the legal relationship between MM-Vill and the Customer shall be settled by the regular courts of Hungary.

X. Final provisions

  1. Personal data of the Customer shall be stored by MM-Vill in accordance with the relevant provisions of the General Data Protection Regulation (GDPR).
  2. The contractual language shall be English. Insofar as the Customer additionally use another language, the English wording shall take precedence.
  3. Should a provision of the Contract be or become ineffective, then such shall be without prejudice to the legal efficacy of the remaining provisions thereof. The parties shall be obligated to replace any ineffective provision of the individually stipulated part of the Contract with an effective provision the purpose of which approximates the purpose of the omitted provision as closely as possible. The same shall apply if the Contract contains any loopholes.

Last updated: September 20, 2021