Sári Metál Kft. (the Contractor) applies the present General Terms and Conditions to all of its service contracts, regardless of whether the legal relationship between the Parties is based on an individual order, a separate individual contract, or a framework agreement.
The Contractor shall make these General Terms and Conditions (GTC) available at all times on its website.
The version of the GTC in effect at the time of the individual order or contract shall be expressly accepted by both the Contractor and the client (Customer) at the time of concluding the contract or placing the order.
1. Definitions
1.1. Quotation: The manufacturing price and manufacturing lead time calculation provided in response to the partners' inquiries. The calculation is performed by the Contractor following a manufacturability assessment based on the information provided by the Customer. This calculation is made only for the operations defined in the quotation and within the limits determined by the manufacturability assessment. The estimate is for informational purposes only and serves solely as an invitation to tender. The Contractor reserves the right to make changes until the Contractor's final acceptance of the Customer's order. The completion deadline specified in the quotation is also for informational purposes only, and the deadline becomes binding for the Contractor only after confirmation of the order. The Quotation does not constitute a contract, even if the Customer accepts it.
1.2. Order: The contractual offer communicated by the Customer for the production of product(s) or metalworking services based on the Calculation Sheet prepared by the Contractor. The Order is considered an offer and, as such, does not by itself constitute a contract between the Contractor and the Customer.
1.3. Order Confirmation: If the Customer has clearly specified the ordered product (supplier part number and/or material quality, size, design) in their order, and if the provided information allows the Contractor to clearly identify the product, along with the price, payment method and due date, the manufacturing quantity, the delivery deadline, delivery address and method, and the delivery terms being clear, the Contractor will evaluate the order within 5 working days. If the Contractor accepts the order, they will send a confirmation of acceptance. The Order Confirmation establishes a contractual relationship between the Contractor and the Customer. The Order Confirmation is valid without any signature.
If the Customer wishes to modify the order after receiving the Order Confirmation, this can only be done with the Contractor's approval, and only if the Contractor has not yet started the production of the product. Furthermore, the Customer acknowledges that if the Contractor incurs additional costs due to such modifications, the Customer is obliged to reimburse the Contractor for these additional costs.
If the Contractor is unable to accept the Customer’s order with unchanged content, they may either reject the order or send a modified order confirmation (for example, with a different price, technical specifications, or delivery deadline than specified in the order). In the case of a modified order confirmation, the contractual relationship between the Parties will be established according to the content of the modified order confirmation, unless the Customer raises an objection in writing within 2 working days of receiving the modified order confirmation. If the Customer raises an objection, no contractual relationship will be established between the Parties.
1.4. Contractual Relationship or Accepted Order: The contractual relationship between the Customer and the Contractor, which creates delivery and payment obligations, and which is established in accordance with the provisions of these GTC upon the communication of the Order Confirmation. This relationship includes the Calculation Sheet, the Order, and the Order Confirmation. Both Parties are considered bound by these terms, and in the event of any contradiction, the content of the Order Confirmation shall prevail. The contractual relationship is established with the Order Confirmation and lasts for the specified duration of the order's fulfillment. The delivery note, which serves as proof of fulfillment, confirms the completion of the Order
2. Prices
The Contractor informs the Customer in the quotation about the prices and conditions for future orders. The quotations are for informational purposes only. The Contractor reserves the right to make changes until the final acceptance of the Customer’s order by the Contractor.
Unless otherwise agreed, the prices are interpreted according to the INCOTERMS EXW terms or the terms specified in the accepted order. If the Customer requests a different delivery method from the Contractor at the time of the fulfillment notice, contrary to what is specified in the order confirmation, the Contractor may, at its discretion, accept the request, with the Customer bearing the resulting additional costs.
The price specified in the quotation includes general packaging that ensures the product’s identifiability, transportability, and preservation of its condition. Any specific or special packaging requirements from the Customer must be handled in a separate agreement or in a separate line of the Order, at the Customer's expense.
3. Ordering Process
To initiate the ordering process, the Customer is required to provide the Contractor with correct and complete documentation for the fulfillment of the Order. The Quotation issued by the Contractor and the accepted order are always based on the documentation provided by the Customer, whose completeness and technical accuracy are the responsibility of the Customer.
If the Customer wishes to make any changes after the issuance of the quotation, they are required to inform the Contractor in writing, and the Contractor reserves the right to modify the issued quotation.
The Customer makes and accepts all statements made during the ordering process in writing.
The contractual relationship is established upon the written confirmation of the Order by the Contractor. The Contractor will send the Order Confirmation in writing to one of the contact details provided by the Customer.
The Customer is not entitled to cancel or terminate the contractual relationship without justification.
4. Quantity and Quality Acceptance, Complaints
4.1. Quantity Acceptance at the Customer’s Site
If the goods are received at the Customer's site, the Customer will perform a quantity check at the time of receiving the goods from the carrier. The complete delivery/receipt of the goods is confirmed by a signed delivery note/CMR.
4.2. Quality Acceptance
After the quantity check, the Customer will immediately visually inspect the goods externally and perform random checks to assess their suitability for the purpose of the Order. The inspection must also include verifying the dimensions of the goods. (First Inspection)
The Customer must provide evidence that the First Inspection has been carried out if they later file a complaint regarding defective production. The Customer is only entitled to claim defective production in the case of (hidden) defects that were not detected during the First Inspection, and only for defects that the Customer, using due care, could not have noticed during the First Inspection.
4.3. Complaints
A quantity complaint can only be enforced if it is recorded on the delivery note and signed by the Contractor's employee or carrier.
The Customer is entitled to submit a quantity complaint or, if detected during the First Inspection, a quality complaint within 5 working days from the receipt of the goods, provided that the complaint is valid only if submitted in writing, contains a detailed description of the defect, and is supported by evidence proving the defect. Failure to meet this deadline results in the forfeiture of the right to file the complaint.
5. Retention of Title
The Contractor retains ownership of the goods until the full payment for the products has been made. If the Customer fails to fulfill any payment obligation towards the Contractor, all outstanding debts arising from any further accepted orders become immediately due and payable. In such cases, the Contractor is entitled to demand the return of all affected goods and to have them removed from the Customer's premises at the Customer's cost and risk.
6. Payment Terms
The payment terms specified in the Order Confirmation, cooperation agreement, or framework agreement are binding on both the Contractor and the Customer. The payment terms stated on the invoices issued by the Contractor in accordance with the Contract are valid only if they comply with the agreement between the Parties and the conditions outlined in the confirmation.
In case of delayed payment, the Contractor is entitled to charge the Customer a late payment interest. The late payment interest rate is the sum of the base interest rate set by the central bank on the first day of the calendar half-year in which the delay occurs, increased by 8 percentage points.
For the first order, the Contractor may require an advance payment via bank transfer.
In the case of overdue debts, the Contractor may, at its discretion, accept or reject the Customer's subsequent order. However, even if the order is accepted, the Contractor is not obligated to begin production.
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