General terms and conditions
1. . Scope and interpretation of the Terms and Conditions
1.1. These Terms and Conditions (hereinafter: GTC is issued by Z&Z Security Technologies Limited Liability Company (company registration number: 01-09-569535, established at: 1141 Budapest, Paskál u. 27/b., site: 2142 Nagytarcsa, Déri Miksa str. 6., abbreviated name: Z&Z Ltd.) Date of issue and entry into force of the GTC: 1st January, 2019.
1.2.The present GTC applies to contract declarations (offers) given and received in respect of the sale of goods to be sold by Z&Z Ltd,it is valid in particular to the order placed by the contracting parting (hereinafter: Customer), the confirmation of Z&ZCo. Ltd., and the contract thus concluded (hereinafter: Contract).
These GTC form an integral part of the Contract concluded with the Customer, the GTC with the Customer’s declaration regarding the purchase of the goods (hereinafter: Order) together forms the transport and purchase contract for the delivery of goods. In matters not covered by other documents forming part of the Contract, the provisions of the GTC shall prevail. If there is a discrepancy between Z&Z Ltd.’s contract statement (offer, confirmation) and any provision of the GTC, the terms of the contract statement shall prevail.
2. Establishment of the Contract
2.1. The offers of Z&Z Ltd. are informative. The Customer is bound to the Order sent to Z&Z Ltd. The Contract is concluded with the confirmation of the Customer’s Order by Z&Z Ltd, taking into account the provisions of the Civil Code.
2.2. With the Order, the Customer acknowledges that he has read, interpreted the present GTC, understood the contents of it in full, found it clear and understandable, and expressly accepts its application during the Contract to be concluded with Z&Z Ltd. The Customer, at the same time, waives the application of its own terms and conditions in respect of the Contract concluded with Z&Z Ltd.
2.3. . Unless otherwise agreed by the parties in advance, the contract declarations may be sent electronically, too (by e-mail). Z&Z Ltd. is entitled to confirm the Order in this form by sending it to the Customer’s contact details (e-mail address). Contract declarations sent in electronic form (by e-mail) shall be sent to the other party without a company signature and substitute identification, which the parties acknowledge and consider accepted until proof to the contrary. Parties agree that, in their contractual relationship, their electronic notifications (emails) are considered as if they were written documents signed by companies or by employees with a delegated signature right, and therefore, until proven otherwise, both the sender as well as the contents of the letter are accepted as authentic and the Agreement concluded is deemed to be a written contract. These e-mails can be sent from any e-mail address found in the “About us/Our colleagues” section of the official website of Z&Z Ltd. and sent to any e-mail address.
3.1. Unless otherwise agreed by the parties, Z&Z Ltd. will deliver the goods specified in the Contract in accordance with the DDP parity INCOTERMS 2020, at the location specified by the Customer.
4. Installation and commissioning conditions
4.1. The goods are installed, repaired and maintained by the specialists of Z&Z Ltd. — trained by foreign manufacturers.
4.2. Until the time of commissioning, the Customer is responsible for constructing the 230V supply to the point from which the supply is intended to be supplied to the goods. Leading of the different data cables and the design of the cable channels is the responsibility of the Customer. The length of the power cables for the goods is 5 m in all cases.
4.3. Installation includes: on-site assembly of the ordered goods, connection to the electrical network, calibration, verification of the operation of the goods, switching on and adjusting the ordered options according to the customer’s requirements.
4.4. Z&Z Ltd. is not responsible for installation problems caused by soil unevenness, groundwater level inaccuracies, insufficient operation caused by electrical and mechanical magnetic noises coming from the vibrations of the floor and the environment of the installation.
4.5. The Purchaser is responsible for obtaining a permit for the operation of goods subject to authorization (goods based on ionising radiation or containing isotopes) and notifying the Authority of possession of these goods.
5. Payment terms
5.1.If the parties agree to settle the purchase price by bank transfer, the payment shall be due on the basis of the invoice issued by the Customer after the verified delivery within 8 (eight) days of receipt of the invoice. The payment shall be deemed to have been made when the full purchase price is credited to the bank account of Z&Z Kft. Z&Z Ltd. reserves the ownership of the goods covered by the Contract until the full settlement of the purchase price and its related additional claims and is entitled to take away the goods if the Customer is delayed in payment for more than 30 days.
5.2. If the delivery or commissioning of the goods cannot be carried out within 5 working days of the delivery report for reasons falling within the Customer’s interests, Z & Z Kft. is entitled to submit its invoice to the Customer in the amount of 95% of the value of the contract. The remaining 5% shall be payable on the basis of an invoice issued after entry into service but no later than 30 days after the delivery report.
5.3. If the Customer does not pay the amount payable under the Contract by the due date, he is in delay, then he is obliged to pay for the overdue amount, for the time of delay (i.e. from the date of delay to the date of actual payment) double of the interest on late payment pursuant to sections (1) and (2) § 301/A of the valid Civil Code ( Civil Code) Furthermore, according to 9th Act of 2016, Z&Z Ltd. claims the flat rate of recovery costs.
5.4. In case the Customer has an overdue obligation to pay beyond the deadline in respect of Z&Z Kft., the Customer is entitled to set off the Customer’s overdue debts against Z&Z Ltd by the payment obligation arising from the Contract or other legal relationship and Inform the customer at the same time.
6. Guarantee and Warranty Terms
6.1. Unless otherwise agreed by the parties, Z&Z Ltd. will provide the legal guarantee and warranty conditions for the goods specified in the Contract.
6.2. The guarantee does not cover damages or failures due to improper use, alteration, improper handling, improper storage, elementary damage.
7. Cooperation obligation
7.1. The Contracting Parties shall cooperate in the performance of the Contract by notifying each other without delay of any relevant data, factors and circumstances affecting the Contract which may arise in their interests.
7.2. During the validity of the Contract, the Customer is obliged to notify Z&Z Ltd without delay if bankruptcy proceedings are initiated against him, liquidation proceedings are initiated, or its competent body decides on its liquidation, or its solvency deteriorates to such an extent for any reason, that it may jeopardise the precise fulfilment of the Contract.
8.1. . Information and facts, in particular the existence and content of the Contract, which have come to their knowledge about the other party and its activities, in connection with the conclusion and performance of the Contract, shall not be disclosed or transferred to third parties and may not be used for purposes other than the performance of the Contract. This provision does not apply to the information to be provided by Z&Z Ltd. under contract to third parties providing accounting, insurance, debt recovery or legal services. The validity of this confidentiality commitment shall not be affected by the termination of this Contract for any reason and shall be valid for 3 years from the date of termination of the same.
8.2. Z&Z Ltd. is entitled to refer to the cooperation with the Customer as a reference if a third party expressly requests it during tendering, procurement procedure, negotiation of contracts or banking administration. In this context, Z&Z Ltd. is only entitled to communicate the existence of the Contract concluded with the Customer and the subject of the Contract to the third party requesting the reference without obtaining the express written consent of the Customer.
9.1. Z&Z Ltd. is not liable for consequential damages, including losses arising from lost income and profits. Otherwise, Z&Z Ltd.’s liability for breach of contract must not exceed the contract price (purchase price). Z&Z Ltd. determines the contract price (purchase price) with regard to the above limitation and the Customer confirms and acknowledges the above by placing the Order.
10. Governing law, other provisions
10.1. In matters not regulated by the Contract, the provisions of the Hungarian legislation, in particular the Civil Code (Civil Code)will be decisive.
10.2. The Contract may be amended only by mutual consent and in the manner governing the conclusion of the contract. Changes in the data of the Parties registered in the commercial register or to the contact points shall not be considered as modifications. Such changes shall be notified by the party concerned to the other Party as soon as possible after the change has occurred (registered).
10.3. The Customer is entitled to transfer the Contract or parts thereof, or certain rights, obligations or claims specified in the Contract to a third party subject to the prior consent of Z&Z Ltd.