1.1 The present general terms and conditions (“GTC”) contain terms and conditions under which Galvanize Nutrition Kft. (registered seta: 114 Budapest, Columbus u. 27-29. B. ép., Hungary; registration number: 01-09-305771) supplies Products to its distributor customers operating in the EU (“Customer”). By placing an order, the Customer is bound by the following provisions.
1.2 Any and all terms and conditions of the Customer are herewith explicitly objected to. Differing terms and conditions of the Customer which Galvanize Nutrition has not explicitly accepted shall not be binding on Galvanize Nutrition even though they may not have been explicitly objected to.
1.3 Galvanize Nutrition is entitled to amend these GTC from time to time. The modifications shall be made available on the website of Galvanize Nutrition at least 15 days prior to the entry into force of the modifications.
2.1 “Products” mean the products listed in the actual price list and supplied by Galvanize Nutrition to the Customers.
3.1 Customers may purchase Products from Galvanize Nutrition in its own name and at its own risk in accordance with these GTC.
3.2 Purchase orders can be made via e-mail. Galvanize Nutrition shall confirm the acceptance of the order via e-mail.
3.3 Customer shall not be entitled to cancel confirmed orders. If the Customer does cancel its confirmed order or otherwise refuses to take over the delivered Products, the Customer shall reimburse all costs and damages of Galvanize Nutrition resulting therefrom.
4.1 Galvanize Nutrition shall deliver the Products to the Customer on its own cost. Galvanize Nutrition shall notify the Customer of the commencement date of transportation.
4.2 The Products shall be delivered to the Customer by the carrier engaged by Galvanize Nutrition. The carrier shall hand over the products to the Customer, its agent or any person who the Customer uses to perform its obligations. The risk of accidental damage to or loss of the Products shall pass to the Customer upon such hand over. The risk of accidental loss or damage shall also pass to the Customer upon default in acceptance.
4.3 The Customer shall examine the quality and quantity of the Products in the presence of the carrier. Quantitative shortage shall only be accepted if it is recorded during the handover of the Products.
5.1 Warranty claims of the Customer are excluded, if the Customer does not comply with its examination and notification obligations. The Customer shall promptly examine all incoming Products and shall notify Galvanize Nutrition of all defects within 8 (eight) days after the receipt of the Products.
5.2 In cases where the Product shows a defect, Galvanize Nutrition shall supply new Products which are free of defects within a reasonable period of grace.
5.3 Galvanize Nutrition shall not be liable for defects caused by the improper storage of the Products by the Customer.
5.4 In case of latent defects reported by consumers, the Costumer shall draw up minutes and shall immediately forward it to Galvanize Nutrition.
6. Prices, payments
6.1 The actual price list which has been made available to the Customer specifies the prices of the Products. Prices are determined on DAP parity (INCOTERMS 2010). Prices shall only apply to confirmed orders. They are quoted in Euros unless determined in other selected currency for specific customer groups and are net, i.e. with applicable value added tax to be added. Invoices are payable without deductions.
6.2 The purchase price shall be paid until the date indicated in the invoice, but the payment deadline shall not be shorter than 5 days from the date of the invoice unless provided differently on the invoice. If the Customer does not pay within the said period, it shall be in default in payment.
6.3 In case of default in payment Galvanize Nutrition shall be entitled to claim interest for late payment at the European Central Bank base rate in effect on the last day preceding the calendar half-year when the default took place, plus 8 % (eight percent) as well as all further loss.
6.4 In case of default in payment, Galvanize Nutrition shall also be entitled to suspend further deliveries and to refuse the acceptance of further orders.
6.5 The Customer shall not have any rights to set-offs and/or retentions.
6.6 Title to the Products shall remain with Galvanize Nutrition (Retention Of Title Products ) until all its claims stemming from the business relationship with the Customer have been settled. The Customer shall be entitled to sell the Retention Of Title Products in the ordinary course of business as long as it fulfils its obligations stemming from the contractual relationship with Galvanize Nutrition correctly and is in particular not in default in payment. The Customer shall not be entitled to pledge the Retention Of Title Products or to provide the Retention Of Title Products for third persons as another form of security. The Customer shall handle the Retention Of Title Products with care, keep them away from other goods and insure them sufficiently on its own costs against loss, in particular loss as a result of fire, water or theft.
7.1 Galvanize Nutrition shall only be liable for direct damages caused by Galvanzie Nutrition intentionally or by gross negligence. The liability of Galvanize Nutrition for indirect and consequential damages (e.g. loss of profit) is excluded.
7.2 The liability of Galvanize Nutrition for damages shall be limited to 15 % (fifteen percent) of the value of the purchase order, except in cases where Galvanize Nutrition causes damage to the Customer intentionally or in cases of injury to body, health or life.
8.1 The Customer shall be entitled to sell the purchased Products in its own name, in an unchanged from. Any change in or amendment to the markings, brand, labelling of the Products shall be strictly prohibited.
8.2 Creations supplied in connection with the sale of the products shall remain the intellectual property of Galvanize Nutrition and shall only be used in connection with the marketing and resale of the Products. Customer shall not be entitled to grant a licence for the use of the intellectual property of Galvanize Nutrition to a third person.
9. Product recalls
9.1 Galvanize Nutrition and the Customer shall notify each other of any information regarding the safety of the Products, including the commencement of any product recall or other administrative procedure.
9.2 The Customer shall bear the costs of the product recall if the recall is the result of the improper storage of the Products by the Customer or any other breach of this GTC by the Customer.
10. Applicable law, dispute resolution
10.1 Hungarian law shall apply to the legal relationships in connection with the delivery contracts. The UN-Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
10.2 The parties subject all disputes arising out of or in connection with this GTC, in particular with respect to its violation, dissolution, validity or interpretation, with the exclusion of the procedure of the State Court, the exclusive and final decision of the Permanent Arbitration Court at the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court, Budapest). The procedure is governed by the Rules of Procedure of the Arbitral Tribunal (supplemented by the provisions of the Rapid Procedure Sub-ordinance). The number of referees is one. The option provided by Chapter IX of Law No. LX of 2017 on arbitration regulated procedural renewal is excluded.