Terms & Conditions

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Definitions

In these Terms and Conditions the following words have the following meanings:
Seller: AXICO Informatics Limited Liability Company (registered in Hungary by Cg.01-09-669778)
Buyer: person, firm, or other organization who named on the face of Purchase Order
Purchase Order: form used by the Seller, which the Buyer can order the detailed products from Seller (hereinafter: PO)
Products: the Seller sells to the Buyer and detailed by the PO

Delivery deadline and delay

Time is of the essence of the PO. Seller shall mark and reference PO number on the outside of the package, packing slip and its invoice upon delivery. Buyer may reject any delivery, in all or in part, if Seller fails to do so.
Seller notify the Buyer the date of the delivery at least three (3) business days prior to the delivery. Seller will promptly notify Buyer if it has to need to revise the delivery date specified in the PO.
In the case of delayed delivery or performance it will be paid to Buyer the amount equal to 1% of the price of the PO for each day of delay. The total amount of penalty shall not exceed the 10% of the PO in question.
The Seller shall not be obliged to pay penalty in case the delayed performance, non-performance or defective performance occurred due to a reason attributable to the Buyer.
The Seller shall be responsible and liable for delivering itself or by a third party the Products set out in the PO to the delivery address mentioned therein. The Buyer shall be responsible and liable for delivering if the Buyer or third party on behalf of the Buyer delivers the Products from the Seller.

Terms of Payment

Seller’s invoice will be paid within the term specified on each PO from the date of an undisputed or correct invoice is received by Buyer. If the amount charged by Seller in the invoice is disputed by Buyer, both parties will negotiate in good faith to resolve the dispute. Seller shall submit with each invoice supporting documentation in a form satisfactory to Buyer and in detail sufficient for Buyer to identify the product or service rendered. Buyer will not be obligated to make payment against any invoices submitted 180 days after shipment of the deliverable(s). Currency will be in U.S. Dollars unless otherwise agreed by the Seller and Buyer.
The prices charged by Seller to Buyer for any product and service shall be the prices agreed upon by the parties.

Inspection and Acceptance

Buyer may inspect the goods upon receipt for conformity hereto, and goods received prior to inspection shall not be deemed accepted until Buyer has run an adequate test to determine whether the goods conform to the specifications. If any item is defective in material or workmanship, or otherwise not in conformity with the requirements of Buyer’ purchase order, Buyer shall have the right to reject it, require its correction or accept it with an adjustment in price, all at Seller’s cost.

Compliance

Seller will perform its obligations under this terms and conditions in strict compliance with all applicable laws.

General Warranty

Seller warrants (i) all services shall be provided with due diligence, in a workmanlike and competent manner in accordance with the highest professional standards in Seller’s trade or industry, and shall meet the descriptions, specifications, and performance standards provided by Buyer; (ii) the products do not infringe the intellectual property rights of others; (iii) the products delivered will be free from defects in design, workmanship, material, and manufacture and will comply with this Agreement, including any drawings/specifications agreed upon by the parties and described in a separate written document; (iv) Seller has all necessary legal rights, title and interest to the products to grant the rights set forth herein; and (v) all products purchased hereunder will be of merchantable quality and will be fit for the purposes intended by Buyer.

The foregoing warranties are in addition to all other warranties, express or implied. All warranties run to the benefit of Buyer and its customers. If products, services or deliverables provided under this Agreement do not meet the warranties specified herein, Buyer may require Seller to correct any defective or nonconforming product(s) by replacement and/or re-perform any services at no cost to Buyer.

The duration of the guarantee period shall be 1 year from the receipt of goods unless longer period of guarantee is required by the law or the parties agree in the PO.

Environmental Warranty

Seller warrants to Buyer that the products sold under this PO are i) safe in normal use or transportation, are non-toxic, and present no hazard to persons or the environment, and may be disposed of without special precaution; and ii) manufactured, imported, packaged, collected, recovered, recycled, or disposed in full compliance with the applicable law and standards.

Force Majeure

Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes or acts of civil or military authorities (“Force Majeure”). If delivery of the product or performance of the services are to be delayed by such Force Majeure, Seller shall immediately notify Buyer in writing and Buyer may either: (i) extend time of performance; or (ii) terminate this PO at no cost to Buyer.

Independent Contractor

Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

Governing Law

This Agreement shall be governed by and construed under the laws of Hungary. The parties consent to the exclusive jurisdiction of the Buda Central District Court in Budapest or tribunal of Székesfehérvár according to the jurisdiction ratione materiae.

Severability

If any provision or part hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such provision or part hereof shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such provision or part hereof, it shall be severed, but without in any way affecting the remainder of such provision or any other provision contained herein, all of which shall continue in full force and effect unless such severance effects such a material change as to render the Agreement unreasonable.

Expenses

In the event of a dispute between the parties hereunder with respect to this Agreement that must be resolved by litigation or other proceeding, the prevailing party shall be entitled to receive reimbursement for all associated attorneys fees and costs from the other party.

Survival

Except as stated to the contrary herein, all obligations herein which by their terms or nature survive termination of this Agreement will continue thereafter until fully performed.

Waiver

Failure of either party to enforce any term of this Agreement will not be deemed to be a waiver of such term or condition.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties relating to such transactions. Both parties shall hold the existence and terms of this Agreement confidential, unless it obtains the other party express written consent otherwise.