General Terms and Conditions /Other/seawingEU/R%c3%b3lunk_k%c3%a9pek/ASZF.jpg 1. Name and Locations of Supplier Name, address, and legal entity type of Supplier: ASSA ABLOY Opening Solutions Hungary Limited Liability Company Registry Number: 07-09-001285 Principal office: H-8000 Székesfehérvár, Palánkai út 5. 2. General Contractual Terms and Conditions 2.1 General Provisions In these General Contractual Terms and Conditions (hereinafter ‘GCTs’), ASSA ABLOY Opening Solutions Hungary Ltd, or the seller, and any buyer are referred to as Supplier and Customer, respectively. For any order as Customer may place to be legally effective, Customer shall previously familiarize itself with the details of applicable GCTs accessible via Supplier’s website. Concurrently with submitting any order in writing, Customer shall make a written statement within its order to the effect that it accepts Supplier’s GCTs. On the other hand, placement of an order via phone will imply that Customer accepts these GCTs and gives its consent to Supplier’s retention and processing of Customer’s legal statement concerning its acceptance of such GCTs. With respect to any issues not regulated in these GCTs, the relationship between Supplier and Customer will be governed by any separate agreement between Parties and relevant provisions of the Civil Code. These GCTs contain no provisions deviating materially from law or usual contractual practice. Customer hereby gives its consent to the use of its name among references. 2.2 Definitions Consumer: A natural person acting for purposes outside the scope of their independent profession or business activities who buys, orders, receives, uses or employs goods or is recipient of marketing communications or offers relating to goods. Seller: A business selling goods to Consumers direct. Dealer: A business partner involved in sale of the products, buying products or rights to use them (software licences) from Supplier, and selling them to End-users. End-user: A legal entity or natural person who buys products or rights to use them (software licences) for use of its / their own, not reselling the same. 2.3 Countervalue of Deliveries Supplier will issue an itemized price list concerning products and services it supplies, rendering such price list accessible via its website to its registered Customers. Supplier reserves the right to change any prices in such price list without giving reasons. Prices in such a price list are meant for guidance only, and it is prices indicated in Supplier’s order confirmations that Supplier will actually use. The indicated price of a product is to be understood as the net price of that product in HUF. A final confirmed price cannot be modified unless with mutual consent of Parties. All prices are applicable to delivery / acceptance at Supplier’s location. 2.4 Ordering and Delivery All delivery dates confirmed by Supplier are meant for guidance only, and Supplier shall not be held liable for not meeting the same. Supplier will supply devices as checked and tested and these will satisfy all relevant technical parameters specified. Supplier reserves the right to change technical parameters. Supplier shall not be liable for any malfunctions as may arise from maladjustment or misparametrization. Customer is aware of, and accepts, relevant technical parameters of devices and software programs. Prices are exclusive of any customized upgrades or changes to be made to devices or software programs. Goods shall remain property of Supplier, and Customer shall not use the same for its business purposes, until their purchase price is fully paid. Customer shall assume liability for goods supplied up to their total value at the risk of its own properties until the relevant invoice is settled. 2.5 Miscellaneous Limitations If Customer fails to meet its obligation to pay within the term specified, Supplier will be entitled to charge default interests and flat-rate collection fees in accordance with the Civil Code and any other relevant law in force. Supplier will have right to incorporate an automatic technical blocking solution in its devices designed to bring the system to a stop on the 90th day upon installation, in case Customer failed to meet its obligation to pay. Customer shall understand and shall not object to such an act of Supplier. Supplier shall not assume liability for any stoppage as may occur, and any legal consequences as may arise from an automatic stoppage shall be borne by Customer towards third parties. When Customer settles the relevant invoice, Supplier will deliver Customer all unblocking means within a week upon such settlement. With respect to any software programs or device-related software / micro-programs, Customer will only buy rights of use, and Supplier’s title in such software will be protected by copyrights and international copyright protection arrangements. 2.6 Anti-Corruption and Export Control Clause Customer hereby declares, guarantees, and agrees that (a) Customer and any of its subsidiaries and agents shall follow ASSA ABLOY Business Partner Code of Conduct, and all relevant laws and regulations, including anti-corruption laws and sanctions, and those on export control; (b) neither Customer, nor its subsidiaries, nor any of their officers or directors are owned or controlled by persons listed in any sanctions or export control rules imposed by the UN, USA, EU or any other relevant government; (c) Customer shall not come to any business agreement with such persons; and (d) Customer shall immediately notify Supplier of any breach of the obligations written above. Upon any breach of the above-written obligations, Supplier shall have right to refuse any further deliveries or to terminate any contract as may have been concluded in accordance with these GCTs and its contractual relationship with Customer without incurring any liability towards Customer. 2.7 Limitation of Liability Parties agree that Supplier’s liability to repair any damages as it may cause by breach of contract or tort, including any contractual penalties payable, shall be limited to an amount equalling the net value of Customer’s order, except where limitation of liability is explicitly excluded or prohibited by relevant law. Parties explicitly exclude Supplier’s liability for any indirect damages caused by breach of contract or tort (including consequential damages, e.g. loss of pecuniary benefits, non-pecuniary damages, and other adverse effects or legal consequences, etc), whether suffered by Customer or third parties, except where exclusion of liability is explicitly excluded or prohibited by relevant law. 3. Warranty Terms 3.1 General Information In this section, SEAWING offers its Customers useful information to make sure that they know where to refer with their quality complaints in the event of product failures, or what rights they may enforce. 3.2 Defective Delivery and Product Warranty Delivery is regarded defective if the product concerned fails to demonstrate specified statutory or contractual properties when delivered, or fails to meet quality requirements in effect when it is placed on the market by the manufacturer, or fails to show properties as specified in the manufacturer’s technical description. Improper installation of a product is also regarded defective delivery if installation is a contractual obligation and it has been performed by either Supplier or a person under Supplier’s control. 3.3 Warranty and Guarantee Products sold by Supplier, including those installed by Supplier or its agents, will be guaranteed by Supplier in accordance with these GCTs. Upon transfer of title in a product, the new owner will be entitled to enforce any rights arising from this warranty against Supplier. Where a product is sold to a Consumer via a contract of sale, Supplier or its Dealers as applicable shall assume warranty obligations to such Consumer pursuant to Government Decree 151/2003 (IX.22.). Delivering services to a Non-Consumer, Supplier will assume guarantee obligations in accordance with these GCTs. 3.4 Period of Warranty and Guarantee Pursuant to Government Decree 151/2003 (IX.22.), Supplier shall assume warranty obligations for new safety, alarm, and warning equipment sold to Consumers via a consumer contract if the selling price exceeds HUF 10,000. Supplier will assume warranty obligations to Non-Consumers in accordance with these GCTs. 3.4.1 Warranty Period In relation to an End-user: as per relevant delivery note and/or additional service voucher or contract In relation to a Dealer: + 1 month (applicable to a minimum 12-month end-user warranty*) *Refer to table of warranty periods Product categories Warranty period Access control system controllers and terminals 1 year PDL off-line and on-line office locks 1 year Power supply units and batteries 1 year RFID readers and reader pedestals 1 year Card writers 1 year Proximity access cards, RFID implements and accessories 6 months Magnetic-card devices 1 year Card printers and printing accessories 1 year ABLOY electric and electromechanical locks, electromagnetic door locks, door closer, emergency opener pushbuttons 1 year SEAWING motor-driven turnstiles 1 year SEAWING motor-driven turnstiles with sinks 1 year Turnstile railings 6 months Card collectors 1 year Turnstiles and speed gates (Automatic Systems) 1 year Token-operated key cabinets 1 year Software programs for access control and integrated systems 1 year Time & Attendance software programs 1 year Hotel locks 1 year Locker locks 1 year Point-of-sale machines 1 year 3.4.2 Warranty Claim Documents Pursuant to Decree 19/2014 (IV.29.) (NGM), such documents as a receipt confirming payment of the countervalue of a product (i.e. the invoice) and delivery note and/or service voucher shall be produced to enforce a warranty or guarantee claim with respect to products purchased from Supplier exclusively. The warranty or guarantee period starts at the date of delivery by Supplier. Practically, pursuant to Government Decree 151/2003 (IX.22.), it starts at the date when the product is delivered to Customer or commissioned if commissioning is done by Seller or its agent. 3.5 Place of Warranty Claim Enforcements Pursuant to § 6 of Government Decree 151/2003 (IX.22.), it is at the site of use that Supplier shall repair products, except for vehicles, which are stationary or weigh more than 10 kg each or cannot be hand-carried by any public transport means (‘on-site warranty’). If repairs cannot be performed at the site of use, Supplier will be responsible to dismount / remount and remove / return the product. Otherwise, Customer shall make arrangements for forwarding a defective product to Supplier’s location (‘in-factory warranty’). With respect to products purchased, Customer may refer to an arbitration body or, ultimately, a court, for enforcement of its warranty or guarantee claims arising from a defective delivery. 3.6 Lead Time of Warranty Claim Enforcements Pursuant to § 6:159, Clause (4), of the Civil Code, Supplier shall perform repairs or replacement within an acceptable time limit, with due regard for the properties and any intended purpose of the product concerned as may be rightfully expected by the claimant, sparing the interests of the claimant. Warranty claims can be enforced within a one-year period of prescription calculated from the date of delivery (or acceptance of the product). 3.7 Optional Provision of Replacement Product Supplier is not under any obligation to provide a replacement product for the time of repairs. It is in 3 workdays upon purchase (or commissioning) that, with respect to products subject to mandatory warranty as listed in Government Decree 151/2003 (IX.22.), Customer may enforce its replacement claim upon a product failure preventing proper use. With respect to other products, Customer will not be entitled to ‘replacement warranty’. 3.8 Warranty and Guarantee Arising from Repair of Subunits The time limit of warranty is a forfeiture deadline, and the warranty period shall not be prolonged by repair times. 3.9 Bearing of Costs Parties shall share the costs if Customer’s omission of maintenance has been instrumental in the failure of the product. Non-maintenance by Customer shall be regarded omission if Customer has been aware of product maintenance requirements or Supplier has fulfilled its obligation of information in this respect. 3.10 Coverage of Warranty and Guarantee No such accessories to products as cells, cell-packs, batteries, light bulbs, ink ribbons, ink cartridges, spa / hotel ID wristbands, and toner cartridges are covered. Furthermore, neither regular inspection or servicing sessions as may be prescribed by Supplier, nor repair of failures arising from natural tear and wear or resultant part replacements are covered. Product failures arising from non-compliance with the directions for use or improper use by Customer are not covered either. Unfitness of a supplied product for any fictitious purpose and a resultant Customer dissatisfaction are also outside the scope of Supplier’s warranty or guarantee obligations. 3.11 Limitation or Exclusion of Claims for Damages Supplier’s liability for any damages as may be caused to the claimant via Supplier’s defective delivery shall be limited to an amount equalling the net purchase price of the product concerned, except where limitation of liability is explicitly excluded or prohibited by relevant law. Supplier’s liability on account of its defective delivery for indirect damages (including consequential damages, e.g. loss of pecuniary benefits, non-pecuniary damages, and other adverse effects or legal consequences, etc), whether suffered by Customer or third parties, shall be excluded, except where exclusion of liability is explicitly excluded or prohibited by relevant law.