Supplier Inquiry

Purchase Order Terms and Conditions

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1. PARTIES AND ACCEPTANCE

The Purchase Order (the “PO”) is an offer by the issuer of PO (“Purchaser”) to the Seller identified on the PO or who is performing under the PO (“Seller”).  Seller's commencement of (a) work on the Goods or materials subject to PO or shipment of Goods, whichever occurs first, or (b) performance of all or any portion of the services subject to PO, shall constitute an acceptance of the offer by the Purchaser to purchase the Goods and services contained in PO (the “Goods”), upon Purchaser becoming aware of such acceptance.

2. ACCEPTANCE AND TERMS AND CONDITIONS

This PO is expressly conditioned on Seller's acceptance of all the terms and conditions set forth herein. The Purchaser expressly objects to any additions, deletions or differences in the terms or conditions contained in Seller's quotation, proposal, acknowledgment or other document, whether or not such additions, deletions or differences materially alter this PO.

3. PERFORMANCE

Seller’s performance is not deemed completed until the Goods or services have been accepted by the Purchaser. Time is of the essence in the performance of this PO and if the Goods are not delivered or the services not provided in the manner and at the times specified, the Purchaser reserves the right without liability and in addition to its other rights and remedies to take either or both of the following actions: direct expedited delivery of the Goods or performance of services, with any difference in cost caused by such change paid by Seller, and/or purchase substitute Goods and charge Seller with any loss or additional costs the Purchaser incurs.  Seller will promptly advise the Purchaser of any delay in performance, including notice with regard to any Goods placed under backorder.

4. CHANGES AND INSPECTION

At all times Purchaser will have the right to make changes to this PO, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this PO, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this PO will be modified in writing accordingly.
Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Seller from proceeding with this PO as changed. Any claim by the Seller for adjustment must be in a detailed writing and delivered to Purchaser within five days after the date Seller receives notification of change.
Any change will be authorized only by a duly executed amendment to this PO. Information, such as technical information or guidance provided to Seller by representatives of Purchaser, will not be construed as a change within the meaning of this Section.
All Goods and services purchased hereunder are subject to inspection by Purchaser at all reasonable times and places notwithstanding the terms of payment, and in any event, prior to final acceptance. No inspection made prior to final acceptance will relieve Seller from responsibility for failure to meet the requirements of this PO. In the event the Goods or services do not meet the applicable specifications and instructions, Seller will promptly re-perform the nonconforming services or provide replacement Goods satisfactory to Purchaser at Seller's sole expense. If Seller is unable to accomplish the foregoing, Purchaser may procure such Goods or services from another source and charge to Seller’s account all costs, expenses and damages associated therewith.

5. INVOICES, PAYMENT

Invoices are to be sent to the accounting department of the establishment whose address is shown on the Order and copies of the invoices will be sent to the Purchaser via email.
Invoices shall be rendered with completion of services or delivery of Goods and shall contain the PO Number, item number, description of Goods or services, quantities, unit prices, date(s) rendered and total purchase price. If an invoice contains multiple PO numbers then the invoice must show the PO number line by line.
Delivery note must be attached and approved by person in charge at Purchaser side. Without it payment cannot proceed even if invoice was received.
The Purchaser will pay Supplier the price in accordance with the payment terms and the currency set forth in the PO.
All claims for money due or to become due from Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of this or any other of Purchaser's orders with Seller.
Parties Agree to use paragraph 58 § from the Hungarian VAT regulation (ACT CXXVII from 2007.)

6. PRICE

PO will not be billed at a higher price than last quoted or charged without Purchaser's specific written authorization. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser. Prices include all information, components, services and documentation required to fulfill the Order.
The prices stated on the PO does not include any kind of taxes (VAT or other local taxes).

7. DELIVERY

All Goods shipped under this PO are to be shipped to the place of delivery indicated in the PO and shipped according to specified transport parity as well. Unless otherwise stated on the PO delivery shall be DDP Tatabanya (INCOTERMS 2010). Time is of the essence in the performance of Seller’s obligations under this PO. Delivery notes as proof of completion must be attached on any service or delivery performed by the Seller. The PO number shall be indicated on the delivery note and on the outside of the package for identification purposes.
All deliveries must be made during regular business hours. In special cases the incoming receipt hour can be confirmed by Purchaser separately. In particular, any delivery can be refused if it is not accompanied by any delivery form
If in PO to comply with Purchaser's required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this PO, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.
Time is of the essence of this agreement and if delivery of Goods or rendering of services is not completed by the time promised, Purchaser reserves the right, without liability in addition to its other rights and remedies, to terminate this agreement by notice effective when received by Seller as to Goods not yet shipped or services not yet rendered and to purchase substitute Goods or services elsewhere and charge Seller with any loss incurred.

8. PACKAGING

 All Goods must be packaged in the manner specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner in which the Goods must be packaged, Seller shall package the Goods so as to avoid any damage in transit. If Purchaser does not specify the manner of shipment, route, or carrier, Seller shall ship the Goods at the lowest possible transportation rates, consistent with Seller's obligation to meet the delivery schedule set forth in this PO.

9. NONCONFORMING GOODS

To the extent Purchaser rejects Goods as nonconforming, the quantities under this PO will automatically be reduced unless Purchaser otherwise notifies Seller. Seller will not replace quantities so reduced without a new PO, release or schedule from Purchaser. Nonconforming Goods will be held by Purchaser for disposition in accordance with Seller's instructions at Seller's risk. Seller's failure to provide written instructions within four (4) days, or such shorter period as may be commercially reasonable under the circumstances after notice of a nonconformance, shall entitle Purchaser, at Purchaser's option, to charge Seller for storage and handling, or to dispose of the Goods, without liability. Payment for nonconforming Goods shall not constitute an acceptance thereof, limit or impair Purchaser's right to assert any legal or equitable remedy, or relieve Seller's responsibility for latent detects.

10. QUALITY ASSURANCE AND INSPECTION

Seller shall comply with all quality assurance procedures specified by Purchaser. Upon Purchaser’s request, Seller shall deliver to Purchaser all data, records and other materials to evidence Seller’s testing, inspection and other quality assurance actions. Seller agrees that Purchaser shall have the right to enter Seller's facility at reasonable times to inspect the facility, Goods, materials and any property of Purchaser covered by this PO and Seller's records relating thereto. Without cost to Purchaser, Seller shall provide facilities and assistance for Purchaser’s inspections, testing and other such actions. Purchaser shall not be held liable for any reduction in value of samples used, nor shall any Goods rejected be submitted to Purchaser. Purchaser's inspection of Goods whether during manufacture, prior to delivery or after delivery, shall not constitute acceptance of any work in process or finished Goods.

11. FORCE MAJEURE

Seller is obligated to submit its “Contingency Plan” against event or occurrence beyond reasonable control of the party and without its fault of negligence, such as acts of God, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, or a court injunction.
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault of negligence, such as reasons mentioned hereinabove, provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within three (3) days. During the period of such delay or failure to perform by Seller, Purchaser, at its option, may purchase Goods from other sources and reduce its schedules to Seller by such quantities without liability, or have Seller provide the Goods from other sources in quantities and at times requested by Purchaser, and at the price set forth in this PO. If requested by the Purchaser, Seller shall, within three (3) days of such request, provide adequate assurances that the delay shall not exceed thirty (30) days. If the delay lasts more than thirty (30) days or Seller does not provide adequate assurance that the delay will cease within thirty (30) days, Purchaser may immediately cancel the PO without liability and seek all available remedies.

12. RISK OF LOSS

Risk of loss of all Goods shall remain in Seller until receipt of the Goods pursuant to the delivery terms. Notwithstanding restrictive legends to the contrary, title to plans, drawings and specifications for Goods shall be vested and remain with Purchaser and may be used by Purchaser for any purpose.

13. WARRANTY

Seller expressly warrants that all Goods or services covered by this PO will conform to the specifications, drawings, samples, or descriptions furnished to or by purchaser, and will be merchantable, of good material and workmanship and free from defect and will comply with all applicable federal motor vehicle safety standards and be manufactured in accordance with the quality and reliability standards established in purchaser’s or the applicable customer’s quality control policy statement. In addition, seller acknowledges that seller knows of purchaser's intended use and expressly warrants that all Goods covered by this PO which have been selected, designed manufactured or assembled by seller based upon purchaser's stated use, will be fit and sufficient for the particular purposes intended by purchaser.

Seller’s Warranty shall be effective beginning the date the Goods are delivered to Purchaser and shall extend for the period equal to the longer of:

• That Provided Under Applicable Laws.
• Purchasers Customer Warranty Period To The Ultimate Consumer
• Or
• Suppliers Warranty To Purchaser

14. CANCELLATION AND TERMINATION

In addition to the other remedies and right to cancel and terminate this PO, Purchaser may cancel and terminate this PO, in whole or in part, without any liability (including but not limited too, any work in process, material costs or capital costs or expenditures), in any of the following events:

1. immediately, upon the insolvency of Seller, the filing of a voluntary petition in bankruptcy by Seller, the filing of any involuntary petition in bankruptcy against Seller, the appointment of a receiver or trustee for Seller, or the execution of an assignment for the benefit of creditors by Seller, provided that such petition, appointment, or assignment is not vacated or nullified within fifteen (15) days of such event; or
2. in the event, for whatever reason, Purchaser’s Customer cancels its order(s) of Goods or other components containing the Goods, or directs Purchaser to use another supplier for the Goods, Purchaser may cancel this PO upon the same notification period provided by the Customer; or
3. for any other reason, except for cause as described in Section 15, upon giving Seller [30] days’ notice of such termination

Upon such termination pursuant to this Section 14 Purchaser shall have no obligation to purchase any of Seller’s Finished Goods, Work in Process, or Raw Materials inventories except to the extent that Purchaser and Seller have separately negotiated and documented in writing.

15. BREACH

1. Purchaser reserves the right to terminate all or any part of this PO, without liability (including but not limited too, any work in process, material costs or capital costs or expenditures), if Seller:
   1. repudiates or breaches any of the terms of this PO, including Seller's warranties;
      or
   2. fails to perform services or deliver Goods as specified by Purchaser pursuant to this PO;
      or
   3. fails to make progress so as to endanger timely and proper completion of services or delivery of Goods.
2. In the event of any of the foregoing, Purchaser shall notify Seller of such nonperformance or breach and provide Seller with of a commercially reasonable period of time under the circumstances to remedy the nonperformance or breach (in no event more than 3 days). Should Seller fail to remedy the nonperformance or breach within the specified time period, Purchaser may terminate this PO without liability and seek remedies available at law as well as the following:
   1. Upon demand, Seller shall immediately return Purchaser’s property and technical information, at Seller’s cost;
   2. Purchaser shall be entitled to purchase any and all Goods, work in process, materials and inventory from Seller for its fair market value, and to offset the purchase price thereof against any damages that Purchaser may have incurred as a result of such breach;
   3. Seller shall be liable for incidental, consequential and other damages and attorney’s fees incurred by Purchaser arising out of Seller’s breach.

16. INTELLECTUAL PROPERTY

Seller agrees to each of the following:

1. to defend, hold harmless and indemnify Purchaser, its successors and Customers against all claims, demands, losses, suits, damages, liability and expenses (including attorney fees) arising out of any suit, claim or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, copyright or mask work right by reason of the manufacture, use or sale of the Goods or services ordered, including infringement arising out of compliance with specifications furnished by Purchaser or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller's actions;
2. to hereby waive any claim against Purchaser under the Uniform Commercial Code or otherwise, including any hold harmless or similar claim, in any way related to a claim asserted against Seller or Purchaser for patent, trademark, copyright or mask work right infringement or the like, including claims arising out of compliance with specifications furnished by Purchaser;
3. to hereby grant to Purchaser a worldwide, nonexclusive, royalty free, irrevocable license to sell, distribute, repair and have repaired, to reconstruct and have reconstructed the Goods ordered hereunder; and
4. to hereby assign to Purchaser all right, title and interest in and to all trademarks, copyrights and mask work rights in any material created for Purchaser under this PO.

17. ADVERTISING

Seller shall not, without first obtaining the written consent of Purchaser, in any manner advertise or publish the fact that Seller has contracted to furnish Purchaser the Goods or services herein ordered, or use any trademarks or trade names of Purchaser in Seller's advertising or promotional materials. In the event of Seller's breach of this provision, Purchaser shall have the right to cancel the undelivered portion of any Goods or services covered by this PO and shall not be required to make further payments except for conforming Goods delivered or services rendered prior to cancellation.

18. GOVERNMENT COMPLIANCE

Seller agrees to comply with all federal, provincial, state and local laws, Executive Orders, rules, regulations and ordinances which may be applicable to Seller's performance of its obligations under this PO. All applicable MSDS sheets must be on file at the Purchaser’s or Purchaser designated facility prior to shipment of the chemical or hazardous product.

19. SEVERABILITY

If any term of this PO is invalid or unenforceable under any statute, regulation, ordinance, Executive Order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, Executive Order or rule, and the remaining provisions of this PO shall remain in full force and effect.

20. ASSIGNMENT AND SUBCONTRACTING

No part of this PO may be assigned or subcontracted without the prior written approval of Purchaser.

21. AUDIT RIGHT

Where appropriate, Purchaser shall have the right to audit product quality at Seller's premises.

22. NON-DISCLOSURES

If Purchaser discloses or grants Seller access to any research, development, technical, economic or other business information or "know-how" of a confidential nature, whether reduced to writing or not, Seller agrees, as a condition of receiving such information or "know-how," that Seller will not use or disclose any such information to any other person at any time, except as may be necessary in the performance of this PO, without Purchaser's written consent. Seller shall use such information only to perform this contract. Notwithstanding the foregoing, Purchaser shall bear no responsibility for errors or omissions in Purchaser’s information.

23. ENCLOSURES

The following documents and their pertinent terms and conditions form an integral parts of this agreement and shall, in case of any discrepanciens, prevail in the following order:

• Basic Supply Agreement on Purchasing/Supply transactions 2018 ver.02

In case of a contradiction between this document and the documents mentioned above, the agreements in Basic Supply Agreement (BSA) signed on 2018 version, shall prevail in the event of any contradiction to the provisions of this terms and conditions.
Any General Conditions of Sale (General Terms and Conditions) of Supplier shall not apply, irrespective of any references to such conditions in a document provided by Supplier prior to or after the date of this agreement.

If you are mandating sub-suppliers, kindly, ensure that such sub-suppliers are also bound by terms and conditions corresponding to those of this agreement.