Concepts used:

– “Supplier” – «Vencom» Kft. the legal entity who supplies the Goods under the Purchase Orders.

– “Buyer” – any legal entity purchasing the Supplier’s Goods.

– “Party” and “Parties” – individually or jointly referred to as the person and organization specified as the Supplier and the Buyer in the Purchase Order.

– “Third Party” – a person or organization that is not a Party to the Purchase Order (including, but not excluding: the shipper, consignee, payer, carrier, etc.).

– “General Terms of Cooperation”, “General Terms” – standard terms of delivery of the Goods by the Supplier, set out in this document.

– “Purchase Order” – any agreement (concluded in writing) related to the supply of the Goods to the Buyer by the Supplier, including, but not excluding: a contract, agreement, purchase orders, agreements, specifications and additional agreements or any other documentation agreed in writing by the Parties.

– “Goods” – goods and/or products supplied by the Supplier to the Buyer in accordance with the terms of the Purchase Order.

– “Destination” – the place where the Goods are to be delivered in accordance with the Purchase Order.

– “Loading Place” – the place where the Goods are to be loaded onto a vessel or other means of transport or handed over to the Carrier, without limitation any of the following places: (i) the Supplier’s factory or warehouse, (ii) the port or terminal of loading, or (iii) any other place that is applicable and specified in the Purchase Order.

– “Price” – the price per metric ton of the Goods at which the Supplier sells the Goods to the Buyer in accordance with the Purchase Order.

– “Basis” / “Delivery Basis” – the terms of delivery of the Goods, determining the distribution of responsibilities between the Supplier and the Buyer, the place of transfer of the Goods and the distribution of risks in accordance with the international rules for the interpretation of trade terms Incoterms 2020, officially published by the International Chamber of Commerce ICC (ICC publication No. 723, 2019).

– “Tax” or “Taxes” – (i) taxes, fees, duties, tariffs, charges and other assessments of any kind, including taxes, required contributions or other charges on income, franchise, gross receipts, property, sales, use, profits, share capital, payroll, employment fund, social security fund, health insurance fund, pension fund and other social funds, workers’ compensation, unemployment compensation or related benefits, (ii) taxes or charges similar to excise tax withheld at source, ad valorem tax, stamp duty, property transfer tax, value added tax or capital gains tax, (iii) license fees, registration fees or fees for the execution of documents, (iv) customs duties, tariffs and similar charges of any kind, and (v) penalties, fines, additions to tax or additional amounts levied by a taxing authority in respect of items listed in paragraphs (i), (ii), (iii) and (iv) of this definition.

– “Container”, “Equipment” – transport equipment used for delivery, transportation, storage of the Goods, including railway tanks (tank trucks), containers, tank containers, tanks, etc.

– “Carrier” – any person or any company that has undertaken under a contract concluded with the Buyer or the Supplier (depending on the specific situation) to execute or ensure the execution of a Purchase Order providing for rail, road, sea or a combination of these modes of transport, depending on the terms of delivery.

– “Surveyor”, “Inspector”, “Independent Survey Company” – an organization mutually agreed upon by the Parties (unless otherwise provided by these General Conditions or another agreement of the Parties) (SGS or a similar company recognized at the international level, and their employees) or a person authorized by the Supplier, who checks the Goods for quality and quantity in accordance with established practice.

– “Report” means any report, conclusion, opinion, certificate or other written document (or combinations thereof) issued by an inspector of an independent survey company, an independent surveyor or other person authorized by the Supplier and reflecting the results of the inspection of the Goods in terms of quantity and quality.

– “Sanctions” – restrictive and discriminatory measures in the trade and economic spheres, introduced by the Authorized Bodies in relation to another country, group of countries, individuals or legal entities with the purpose of forcing them to change their policies or perform certain actions. Sanctions may be expressed in a full or partial ban on the import/export of goods, entry bans and visa restrictions, blocking and freezing of assets, restricting financial transactions with these countries and individuals, including cross-border settlements and investments.

– “Authorized bodies” – (i) a supranational organization, or a state or a territorial-administrative unit thereof, (ii) a body exercising executive, legislative, judicial, regulatory or administrative functions on behalf of a supranational organization, a state or a territorial-administrative unit thereof, including a supranational body, an executive body, a ministry, agency, department, committee, commission or their department and subdivisions.

1. Preamble
   • The General Terms and Conditions of Cooperation set forth in this document shall apply to any deliveries of the Goods between the Supplier and its counterparties – Buyers of the Goods, as well as services related to such deliveries of the Goods. The signing of the Purchase Order by the Parties, the exchange of signed documents (including via the e-mail specified in the Purchase Order), the commencement of the performance by the Parties of the obligations assumed in accordance with the signed Purchase Order shall be recognized by the Parties as unconditional and irrevocable acceptance of these General Terms and Conditions of Cooperation. The Parties undertake to comply with these conditions for the entire period of validity of all Purchase Orders concluded between the Parties. These General Terms and Conditions shall form an integral part of any Purchase Order concluded between the Supplier and the Buyer.
   • These General Conditions shall prevail over any terms contained in Purchase Orders agreed between the Parties or in any correspondence, unless otherwise expressly excluded or amended in writing by any authorized representative of the Supplier. The provisions of these General Conditions shall apply unless other terms are additionally agreed in writing by the Parties.
2. Quality and quantity of goods

• The quality of the delivered Goods must correspond to the parameters and characteristics specified in the Purchase Order agreed upon by the Parties. The quantity of the delivered Goods is specified in the Supplier’s shipping documents.
• The quality and quantity of the Goods must be checked immediately at the Loading Place (applicable for the Basis agreed in the Purchase Order – EXW, FCA, CPT, FOB, FAS) or the Destination Place (applicable for the Basis agreed in the Purchase Order – CIF, CFR, DAP, DDP) by the Buyer together with an inspector of an independent survey company mutually agreed by the Parties by e-mail at least 3 (three) days before the check. If the Buyer fails to call an inspector of an independent survey company and fails to notify the Supplier of any claims regarding the quality and/or quantity of the Goods, the Buyer is deemed to have accepted the Goods without any comments, and no further claims regarding the quantity and quality of the Goods will be accepted. By agreement of the Parties, the Supplier may organize a call to an inspector of an independent survey company at the Buyer’s expense.
• It is mandatory to call the Supplier’s representative to inspect the Goods. Samples of the Goods are taken in accordance with the methods defined by the ISO 5555 standard. When taking samples, the Goods must have a temperature of 30-40 ℃; if it is necessary to heat the incoming Goods to the specified temperature, the heating is carried out by and at the expense of the Buyer or persons engaged by it, unless otherwise agreed by the Parties in writing. The results of the quality and/or quantity check of the delivered Goods, carried out by an inspector of an independent survey company, must be recorded in the Inspector’s Report and are final and binding on the Parties for the purposes of determining the quality and/or quantity of the delivered Goods, except for cases of fraud or obvious error identified by the Supplier.
• The costs of checking the quality and/or quantity of the delivered Goods shall be fully borne by the Buyer. If the quality and/or quantity of the Goods does not correspond to that agreed upon by the Parties, the costs of checking shall be reimbursed by the Supplier. Any other checks of the quality and/or quantity of the Goods and additional services related to such checks, if required by the Buyer, shall be paid for exclusively by the Buyer.
• The Inspector of the independent survey company who conducted the inspection of the Goods must send his Report to the Parties immediately after the inspection. The samples of the Goods selected during the inspection must be stored in compliance with the necessary conditions in the independent survey company for at least 90 (ninety) calendar days from the date of completion of the inspection.
• The Buyer’s claims regarding the quality and/or quantity of the delivered Goods will be considered by the Supplier only if the Containers with the delivered Goods were opened in the presence of an inspector of an independent survey company agreed upon by the Parties. If the Report does not contain a note from the inspector that the seals from the Containers with the batch of Goods were removed in the presence of the inspector, the Buyer’s claims regarding the quality and/or quantity of the Goods will not be considered by the Supplier.
• Claims shall be submitted to the e-mail specified in the Purchase Order with all necessary documents and materials attached that confirm the validity of the claim. If the Buyer does not submit a claim within 3 (three) calendar days from the date of receipt of the Goods, the delivered Goods shall be deemed accepted by the Buyer in terms of quality and quantity. In the future, claims regarding the quality and quantity of the Goods may not be submitted by the Buyer, and if such claims are received, they shall not be accepted for consideration by the Supplier.

The fact of sending a claim does not release the Buyer from the obligation to pay for the delivered Goods within the time period specified in the Purchase Order.

• The Buyer shall not have the right to use a claim in relation to a specific Product as a basis for refusing to receive other Products delivered under the Purchase Order or in accordance with any other agreement of the Parties.
• If it is reliably established that the delivered Goods are of inadequate quality, the Supplier has the right to immediately (including before the transfer of the Goods to the Buyer) dispose of such Goods at its own discretion without conducting an examination of the Goods, in which case the Parties’ obligations to deliver under the relevant Delivery Order shall cease without accrual of penalties. In this case, the Buyer will have no claims against the Supplier in connection with the failure to deliver the Goods or claims regarding the quality of the Goods. If an advance payment was made, it must be returned to the Buyer no later than 10 working days from the date the Supplier receives a request for a refund.
• In the event of delivery of Goods that do not meet the terms of the Purchase Order (of inadequate quality), confirmed by the Report, the Buyer has the right to:

2.10.1.   refuse to accept goods that do not meet the conditions of the Purchase Order for delivery, without the obligation to pay the Supplier for it. In this case, the obligations of the Parties to deliver the Goods under the relevant Order for delivery shall cease if the Buyer has made an advance payment – the Supplier is obliged to return the previously received advance payment for the delivery of the defective Goods, the said Goods are subject to return to the Supplier in accordance with the instructions of the Supplier and at its expense, unless otherwise agreed by the Parties; or

2.10.2.   demand that the Supplier replace the Product that does not comply Purchase Order for delivery of new, high-quality goods.

2.10.3.   offer the Supplier to provide a discount from the agreed price of the Goods in the amount agreed by the parties additionally.

• The Buyer agrees that the replacement of a defective Product with a quality one is possible only if the Supplier has a sufficient quantity of the Product for the replacement and it is possible to carry out the replacement within an additionally agreed period. In the absence of the possibility to replace the Product, the Buyer refuses to receive the defective product or a proportionate reduction in its price, the Supplier undertakes to return to the Buyer the money paid for the defective Product, paid for on the terms of prepayment. After the return of the prepayment, the obligations to deliver in relation to the recognized defective Product are considered terminated.
• If the Report of an inspector of an independent survey company or another person authorized by the Supplier confirms a discrepancy between the actual quantity of the Goods and that indicated in the Supplier’s shipping documents, the Party at fault for the discrepancy is obliged to compensate for the cost of the undelivered Goods in accordance with their actual cost within 10 (Ten) business days after receipt of the claim.

If the actual quantity of the Goods delivered by the Supplier exceeds the quantity agreed by the Parties in the Purchase Order, and the Buyer has not expressed a desire to return the excess Goods within 3 (Three) days after acceptance of the Goods, the Buyer is deemed to have irrevocably accepted the excess Goods and must pay for the accepted excess within 3 (Three) days after the Supplier sends the invoice.

• If an independent survey company or other person authorized by the Supplier determines that the actual weight of the unloaded containers corresponds to the data specified in the Supplier’s shipping documents, all costs associated with the weight check shall be paid by the Buyer.

3. Delivery terms
   • The Goods shall be delivered in the manner, place and time specified in the relevant Purchase Order. The Buyer undertakes to provide the Supplier with the information required for the shipment of the Goods in a timely manner: the exact address of the Buyer’s warehouse if the Delivery Basis provides for the delivery of the Goods by and at the Supplier’s expense. If the Buyer fails to provide the specified information in a timely manner, the Supplier may, at its own discretion, repeatedly extend the delivery period for the Goods, which will not constitute a violation of the Purchase Order by the Supplier.
   • The Buyer warrants that if the Goods are delivered by the Supplier, the Destination will be safe and suitable for delivery of the Goods. The Buyer shall be liable for and shall indemnify the Supplier for any loss or damage arising from the designation of an improper Destination for shipment of the Goods.
   • If the Parties have agreed on the need for the presence of an authorized representative of the Buyer at the Loading Place, or if the agreed Delivery Basis requires his presence, the Buyer shall ensure the timely presence of his authorized representative at the Loading Place on the agreed delivery date to supervise the loading of the Goods and transfer to the carrier for further delivery to the Destination.
   • Unless otherwise agreed by the Parties in writing, the Supplier has the right to make partial deliveries of the Goods under the Purchase Order.
   • For deliveries, the Supplier uses the Equipment in accordance with the signed Purchase Orders. Unless otherwise agreed by the parties, an ISO container/flexi-tank at the Supplier’s discretion is used for deliveries.
   • In the event that the Container/Equipment provided by the Supplier is used for the delivery of the Goods, the Supplier shall not be liable for the condition of such Container/Equipment of the Supplier after its transfer to the first Carrier. The Parties agree to apply the following rules in relation to the Container/Equipment provided by the Supplier, unless otherwise agreed between the Parties in the Purchase Order:
     • The Supplier shall provide 10 (Ten) calendar days of free use of the Container from the moment of the Supplier’s announcement of the Container’s arrival at the Buyer’s warehouse, notification from the Supplier of readiness to transfer the Container loaded with the Goods to the carrier at the Loading Place or its transfer to the Buyer’s first carrier (depending on which event occurs earlier) until the moment of return of the empty Container to the place agreed with the owner of the Container and in the manner specified by him. The Buyer shall return the Container in accordance with the Supplier’s written instructions as soon as possible after completion of the shipment and in any case before the expiry of the free use period.
     • After the expiration of the period specified in clause 3.6.1., the fee for excess use of the Container shall be 50 (fifty) euros for each day started (including partial days). The Buyer shall pay the fee for excess use of the Container, as well as compensate for all associated costs incurred by the Supplier (including for storage and transportation of the Container) within 5 (five) calendar days from the date of sending the invoice for payment by the Supplier.
     • The Buyer shall pay and compensate the Supplier for all documented losses associated with the repair and elimination of faults in the Container. If the owner of the Container decides that it is impossible or inexpedient to repair the damaged Container and, as a result, to exclude it from the container fleet, the Container shall be considered lost, and its cost shall be reimbursed by the Buyer.
     • The container is also considered lost if, within 30 (Thirty) calendar days from the date of transfer of the Container to the Buyer or the consignee specified by him, the Buyer has not provided an Interchange document on the delivery of the empty Container to the warehouse (depot) specified by the Supplier.
     • In case of loss of the Container, the Buyer shall pay the full cost of the container (based on the invoice from the Container owner) within 5 (Five) calendar days from the date of sending the invoice for payment by the Supplier. In case of delay in the said compensation, the Buyer shall pay the Supplier a penalty in the amount of 0.2% of the full cost of the Container for each day of delay. If the Buyer or a person authorized by him returns the Container faulty, unrepaired, and/or damaged, and/or dirty, and/or not fully unloaded, and/or in another condition unsuitable for the purposes for which the Container is usually used, the Buyer shall reimburse all expenses and costs of the Supplier incurred in connection with the said deficiencies of the returned Container.
     • The container must be completely cleared of any remaining Goods and packaging materials. The Buyer must accept and unload all Goods. Before unloading, the Goods must be heated to a temperature of 30 to 40 ℃ by and at the expense of the Buyer or persons engaged by the Buyer, unless otherwise agreed by the Parties in writing. It is strictly prohibited to begin heating the Goods after unloading the Goods that arrived in the Container provided by the Supplier due to burns on the inner surface of the Container in places where the Goods are missing. If any remaining Goods and packaging materials or traces of burns are found in the Container, the Buyer must fully reimburse the Supplier’s expenses for cleaning the Container and/or restorative polishing of the inner surface of the Container within 5 (Five) business days from the date of the invoice issued by the Supplier.
   • The Supplier shall ensure the clear and correct execution of documents certifying the quality and quantity of the delivered Goods (if applicable: quality certificate, shipping and settlement documents, compliance of the data specified therein on the quality and quantity of the actually shipped Goods). The Buyer undertakes to execute and deliver all documents that may be necessary for the execution of the Purchase Order.
   • The delivery time is not of material importance for the Buyer. The Parties shall fulfill their obligations in the manner and within the timeframes agreed upon in the Purchase Order. The Supplier shall make all reasonable efforts to deliver the Goods on the agreed delivery date or period specified in the Purchase Order. If the delivery dates may not be met by the Supplier, it shall promptly notify the Buyer thereof. In such a case, the Parties shall in good faith postpone the delivery dates; if no agreement is reached, the Supplier shall have the right to arrange delivery within the alternative dates proposed by it, with the right to unilaterally postpone the delivery date for a period not exceeding 90 (Ninety) calendar days from the previously agreed delivery date without any liability for the Supplier and/or reimbursement of the Buyer’s expenses.
   • The Parties agree that the right of ownership and the risk of loss of the Goods occurs upon pick-up at the time of transfer of the Goods to the Buyer’s representative, and upon delivery – at the time of transfer of the Goods to the first carrier, and does not depend on the transfer of the transport document or any other documentation. The Supplier relies on the information and data about the Buyer’s representative who received the Goods, considering them reliable.
   • If the Supplier has delivered the Goods to the agreed delivery location and the Buyer refuses or evades acceptance of the Goods or any part thereof, the Supplier has the right, at its option, without prejudice to other rights of the Supplier, to transfer the Goods to the nearest logistics company or custodian under the responsibility and at the expense of the Buyer, or to immediately sell such Goods to any other third party in accordance with the provisions of paragraph 3.11. of these General Terms and Conditions. The Buyer must be notified by the Supplier within a reasonable time of the transfer of the Goods to the logistics company or custodian. The information specified in the documents of the logistics company or custodian regarding the quantity of Goods accepted by them from the Supplier shall be recognized by the Parties as confirmation of the proper fulfillment by the Supplier of its obligations to supply the said Goods under the relevant Purchase Order.
   • In the event that the Supplier has exercised the right to sell the Goods or any part thereof to a third party at its own discretion, the receipt of which the Buyer evades or refuses, the Parties acknowledge that in this case the Supplier’s obligations to supply the said Goods under the relevant Purchase Order have been properly fulfilled by the Parties. The Parties have agreed that if the Goods are sold to a third party at a market price lower than that specified in the Supply Agreement, such difference in the cost of the Goods shall be unconditionally recognized by the Parties as a loss to the Supplier and shall be subject to compensation by the Buyer in full no later than 10 (ten) calendar days from the date of receipt of the relevant demand from the Supplier.
4. Price of the Product and payment procedure
   • The price of the Goods and the payment procedure for the supplied Goods shall be agreed upon by the Parties in the Purchase Orders. The Buyer shall make payment on the basis of the invoice sent by the Supplier. The Buyer agrees to comply with such payment terms as specified in the relevant Purchase Order. The terms specified in the agreed Purchase Order shall take precedence over similar terms specified in the invoice, unless otherwise expressly specified by the Supplier.
   • Any invoices issued by the Supplier in fulfillment of its obligations to supply the Goods must be paid by the Buyer. In the event of non-payment of the Supplier’s invoice within the period specified in the invoice or agreed upon by the Parties, the Supplier shall have no obligations to supply the Goods. In the event of receipt of full advance payment for the Goods specified in the relevant Purchase Order after the expiration of the period specified in the invoice, the Supplier has the right unilaterally and at its own discretion to:

• execute the Purchase Order on the terms agreed by the Parties with a reasonable extension of the deadline; and/or
• offset the amount of the advance payment received against any existing debt, including penalties, of the Buyer to the Supplier (if any); and/or
• return the funds to the Buyer within 10 (Ten) business days from the date of receipt of the Buyer’s written request; and/or
• retain funds against future deliveries of the Goods.
  • In the event of receipt of excess funds from the Buyer, the Supplier has the right unilaterally and at its own discretion:
• offset the amount of excess funds against any existing debt of the Buyer to the Supplier (if any); and/or
• keep the funds for future deliveries of the Goods; and/or
• return the funds to the Buyer within 10 (Ten) business days from the date of receipt of the Buyer’s written request.
  • The date of payment is the date of crediting the full amount specified in the Supplier’s invoice to the Supplier’s bank account. In the event of the Buyer’s failure to meet the payment deadlines for the Goods, the Supplier has the right to unilaterally change the price of the Goods and/or demand that the Buyer pay a penalty in the amount stipulated by these General Terms and Conditions.
  • Amounts transferred by third parties shall be accepted and credited by the Supplier towards payment for the Goods and related services (if applicable) only with the written consent of the Parties to assign the obligation to pay for the Goods and related services (if applicable) to the relevant third party and with the mandatory indication of the details of the Purchase Order in the payment documents.

5. Responsibility of the Parties
   • In case of failure of the Buyer to fulfill obligations regarding the terms and/or volume of acceptance of the Goods (pickup/delivery terms), including a unilateral delay in delivery by the Buyer, the Supplier has the right to demand, and the Buyer is obliged to pay, a fine in the amount of 50% of the total cost of the Goods under the Purchase Order. If the Buyer fails to fulfill the specified obligations for more than 10 calendar days from the agreed date – in addition to the fine, the Buyer is obliged to pay, at the request of the Supplier, a penalty in the amount of 0.5% of the cost of the uncollected/unselected Goods for each day of delay from the 11th day of delay until the date of actual fulfillment of its obligations. The Buyer is obliged to pay the fine and penalty within a period of no more than 5 working days from the date of filing the corresponding written claim by the Supplier. Payment of the fine and penalty does not release the Buyer from fulfilling the obligations in kind.
   • In case of violation of payment terms (including the terms of prepayment for the Goods), the Buyer, at the request of the Supplier, shall pay a fine in the amount of 0.5% of the total cost of the Goods specified in the Purchase Order for the supply of the Goods, for each day of delay within 5 working days from the date of receipt of the Supplier’s request.
   • In addition to the requirement to pay the fine and penalties provided for in paragraphs 5.1 and 5.2 of these General Conditions, the Supplier has the right to suspend deliveries of the Goods in accordance with the provisions of paragraph 5.6, and also to exercise other rights in relation to the delivered Goods provided for in paragraphs 3.10-3.11 of these General Conditions. In any case, in accordance with the provisions of paragraph 8.11 of these General Conditions, the Buyer is obliged to compensate all losses of the Supplier in excess of the amount of the penalty and (or) fine (penalty penalty).
   • The Parties acknowledge and agree that under no circumstances will the Supplier be considered in breach of the Purchase Order and the Buyer will not have the right to refuse to execute the Purchase Order and/or demand payment of a penalty until the Supplier is more than 90 (ninety) calendar days late with delivery, for reasons not related to the Buyer’s bad faith behavior, as provided for in paragraph 5.6. of these General Terms and Conditions. For a delay in delivery of the Goods of more than 90 (ninety) calendar days, the Supplier, at the Buyer’s request, shall pay the Buyer a one-time penalty in the amount of 1% of the cost of the Goods not delivered on time. After payment of the penalty, the relevant Purchase Order shall be deemed terminated by the Parties, and the Supplier’s obligations to deliver the Goods under it shall cease.
   • The extent of the Supplier’s liability for any claim by the Buyer, regardless of the reasons and grounds, is limited to 80% of the cost of the Goods in respect of which the Supplier committed a violation that resulted in the Buyer’s claim. In any case, lost profits are not subject to compensation by the Supplier. All penalties provided for by these General Terms and Conditions must be paid within 5 (Five) working days from the date of receipt of the relevant written claim.
   • In the following cases, unless otherwise provided in the Purchase Order, the Supplier may, at its sole discretion and in addition to any other remedies available to it, suspend all deliveries under the Purchase Order and/or unilaterally terminate deliveries of the Goods at any time, terminating the Purchase Order without any penalty on the part of the Buyer, by giving written notice to the Buyer:
     • The Buyer violates any term of the Purchase Order and/or fails to provide information or documents necessary for the execution of the Purchase Order by the Supplier;
     • The delivery or unloading of the Goods is delayed for any reason attributable to the Buyer and such delay is not due to force majeure;
     • Unloading of the Goods is delayed by more than 2 (Two) hours after delivery of the Container to the Buyer’s warehouse for reasons related to the Buyer;
     • There is a material change in the direct or indirect ownership of the Buyer or its parent company;
     • The Buyer or its parent company becomes the subject of any bankruptcy, insolvency, liquidation or similar proceeding or, in the reasonable opinion of the Supplier, is unable or unwilling to pay its debts as they become due.
   • The Supplier shall not be obliged to additionally deliver or otherwise compensate for the quantity (cost) of the Goods that were not delivered in cases of temporary suspension by the Supplier of the execution of the Purchase Orders for the reasons set out in paragraphs 5.6.-5.6.5 of these General Terms and Conditions. If the Supplier unilaterally suspends or terminates the fulfillment of its obligations with respect to one individual delivery of the Goods under a Purchase Order providing for multiple deliveries, the Supplier shall have the right, at its discretion, to ship, suspend or terminate any other deliveries of the Goods provided for by such Purchase Order. The Parties agree that refusal to deliver at the initiative of the Supplier shall not cause damage to the Buyer and shall not provide for the obligation of the Supplier to pay any fee for the refusal to deliver.
6. Dispute resolution.
   • Any dispute or controversy that may arise out of or in connection with these General Terms and Conditions, Purchase Orders shall be settled amicably. If no settlement can be reached, then any dispute, controversy or claim arising out of or in connection with these General Terms and Conditions, Purchase Orders, including the existence, validity, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or in connection with them, the parties exclude state court procedure and agree to submit the case to the exclusive and final decision of the Permanent Court of Arbitration attached to the Hungarian Chamber of Commerce and Industry (Budapest Commercial Arbitration Court). The Arbitration Court shall act in accordance with its Rules of Arbitration (as supplemented by the provisions of the Sub-Rules for Expedited Procedure). The number of arbitrators shall be 3 (Three) and the language to be used in the arbitration proceedings shall be English. The parties exclude the possibility of re-examination of the case in accordance with Section IX of the Arbitration Act No. LX of 2017. The substantive law of Hungary shall be used to settle the legal dispute. The application of the UN Convention on Contracts for the International Sale of Goods (Vienna 1980), the rules of international private law and the rules of conflict of laws is excluded.
7. Force majeure circumstances
   • The Party that has failed to perform or has performed improperly the obligations stipulated by the Purchase Order (hereinafter referred to as the “Aggrieved Party”) shall not be liable for the failure to perform (improper performance) of the terms of the Purchase Order if proper performance was impossible due to force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, the occurrence of which did not depend on the will of such Party, including, but not limited to: wars, military actions, terrorist acts, natural disasters, epidemics, strikes, civil unrest, as well as sanctions, embargoes, moratoriums, trade restrictions or other measures imposed by states, international organizations or their bodies that directly prevent or complicate the fulfillment by the Parties of their obligations (hereinafter referred to as the “Force Majeure Circumstances”).

In the event of the imposition of international or national sanctions, including but not limited to economic, financial, trade sanctions, embargoes, bans on the export or import of Goods, restrictions on financial transfers, as well as blocking or freezing of assets, moratoriums on payments, trade or financial restrictions that temporarily suspend the performance of contractual obligations or limit the ability of any of the parties to the Purchase Order (for example, in the case of a moratorium on foreign trade or blocking of payments), the Supplier shall be released from liability for the impossibility of or delay in fulfilling obligations associated with such measures. This applies, among other things, to cases where sanctions or embargoes concern countries or companies with which the Supplier or the Buyer does business, or where these measures impede the fulfillment of obligations under the Purchase Order.

• In the event of Force Majeure, the Parties shall take all actions to minimize possible losses and damages. The injured Party shall, within a period of no more than 5 (Five) business days, notify the other Party of the occurrence and termination of Force Majeure, which entail the impossibility of proper execution of the Purchase Order. The injured Party may not refer to Force Majeure unless it notifies the other Party of them, except in cases where these Circumstances prevented the sending of such notification. The facts of the presence of Force Majeure and their duration must be properly documented by the authorized body/organization.
• If the Force Majeure Circumstances last for more than 3 (Three) months, each Party has the right to terminate the Purchase Order unilaterally, having made all outstanding payments to the other Party.
  
  

8. Other conditions
   • These General Conditions shall enter into force on the date of their publication on the Supplier’s website on the Internet at: https://vencom.hu/#gtc
   • The Supplier has the right to unilaterally change and/or update the General Terms and Conditions from time to time by posting a new version of the General Terms and Conditions on the Supplier’s website. All additions and changes to the General Terms and Conditions shall enter into force from the moment of their publication on the website. The Buyer undertakes to regularly check the Supplier’s website to familiarize themselves with the current versions of the General Terms and Conditions of Cooperation, which may be changed or updated by the Supplier.
   • Within 5 (five) calendar days from the date of publication of the current version of the General Terms and Conditions, the Buyer has the right to file written objections regarding changes and/or additions to the provisions of the General Terms and Conditions, indicating the numbers of the amended/supplemented clauses, the amendment and/or addition of which the Buyer objects to. In this case, the provisions of the clauses of the General Terms and Conditions specified by the Buyer in the version in effect at the time of signing the relevant Purchase Order shall apply to the legal relations of the Parties under the signed Purchase Order, unless otherwise agreed by the Parties.

If, within the specified period, the Buyer has not submitted any objections regarding the change and/or addition of the provisions of the General Conditions, the General Conditions in the version valid on the date of fulfillment of the relevant obligations shall apply to the legal relations of the Parties, including under signed Purchase Order.

The Supplier shall not be liable for the consequences associated with the Buyer’s failure to familiarize himself with the changes to these General Terms and Conditions. The Buyer assumes all risks associated with the untimely familiarization with the changes and/or additions to the provisions of the General Terms and Conditions.

• Upon signing of the Purchase Order, previous negotiations, correspondence, preliminary agreements and letters of intent on matters relating to the terms of the Purchase Order shall lose legal force.
• In case of change of VAT payer registration number, name, addresses, details and other information specified in the Purchase Order, the Party shall notify the other Party in writing no later than 3 (Three) business days from the moment of such changes and provide documents confirming the relevant changes. Documents sent by the Party prior to receipt of the relevant written notice from the other Party about the change of addresses and details shall be deemed to have been sent to the agreed address and the proper Party.
• The Supplier warrants that it has title to the Goods. For the avoidance of doubt, the Supplier makes no warranties, including any warranties of merchantability or fitness for a particular purpose, relating to the Goods.
• The Buyer shall not be entitled to transfer its rights and obligations under the Purchase Order to third parties without the written consent of the other Supplier. The Supplier shall be entitled to fully or partially assign or transfer its rights and (or) obligations under the Purchase Order or part thereof to any third party. By signing the Purchase Order, the Buyer expresses its unconditional consent to the Supplier performing these actions; no additional approvals are required before or at the time of assignment/transfer.
• Under no circumstances shall the Buyer have the right to withhold or set off against payment under the Purchase Order any amounts due to the Buyer by the Supplier under the Purchase Order or any other agreement concluded between the Parties. The Supplier has the right to withhold funds received from the Buyer or to set off such funds against the Buyer’s outstanding debt for the Goods/penalty, as well as other legal or contractual grounds, regardless of the purpose of the payment.
• The supplier has the right to refuse to carry out or complete delivery at any time if:
  • delivery to the Destination becomes impossible for any reason beyond the control of the Supplier and/or third parties engaged by the Supplier;
  • the cost of delivery to the Destination (including taxes) and/or insurance, if applicable, has been significantly increased (by more than 20% (twenty percent) of the estimated cost) which the Supplier could not reasonably have expected; and/or
  • at any time after loading of the Goods, but before the start of unloading of the Goods:
    • the importation of the Goods into the Destination is prohibited by the laws of the country in which such Goods were produced or by the regulations, rules, directives or guidelines applied by the government of that country or any relevant authority thereof; and/or
    • the country, state, territory or region in which the Destination is located is subject to Sanctions.
  • In the event that the Destination or the Goods become subject to any Sanctions, the Buyer may propose to the Supplier to deliver the Goods via an alternative route or to an alternative Delivery Place. If the Supplier agrees to deliver or complete the Goods via an alternative route specified by the Buyer or to an alternative Destination that is not subject to Sanctions and Prohibitions and that is acceptable to the Supplier, the Buyer shall reimburse the Supplier for any additional costs and/or expenses incurred by the Supplier within 5 (Five) calendar days of receipt of the relevant invoice from the Supplier.

In no event shall either Party be liable under the Purchase Order, in tort (including gross negligence), under any warranty or otherwise, for any special, incidental or consequential damages or punitive damages, or any loss of profits (except for Supplier’s damages arising from Buyer’s failure or omission to pay for and/or accept delivery of the Goods or any part thereof in a timely manner contrary to the terms of the Purchase Order) or revenues, or any labor costs arising out of or in connection with the Goods or Supplier’s performance of the terms of the Purchase Order or breach thereof, or the violation of any possible restrictions, sanctions, embargoes or any other restrictive measures, however named, imposed on the Parties by decisions taken in the prescribed manner by any states, associations of states or international organizations, in relation to the Parties, their officials or beneficiaries of the Goods supplied.