General Terms & Conditions of Sale (GTCS)
Please read the below General Terms and Conditions of Sales carefully in which Eurofins Technologies Hungary Kft. (hereinafter: “Eurofins Technologies” or “we”) advises on the general terms and conditions of the contract concluded between itself and its contracting party (hereinafter: “contracting party”). Pursuant to section 6:78 (1) of Act V of 2013 of the Civil Code (hereinafter: “Civil Code”), Eurofins makes it possible for the contracting parties to become familiar with the contents of the GTCS on its webpage (https://www.eurofins-technologies.com/terms-and-conditions) before concluding the individual contract.
Eurofins Technologies reserves the right to modify these GTCS unilaterally at any time. Eurofins Technologies shall publish the modified text of the GTCS also on its above webpage and thus ensures that the contracting parties may become familiar with them. From the date of publication, the modified text of the GTCS shall become applicable to the contracting party, as well.
By accepting these GTCS in writing or by clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button, the contracting party states that it accepts the below contractual conditions.
Let us further warn you that conditions in these GTCS – mainly regarding compensation, administration fee and termination of the contract - may vary from generally accepted practice and that these GTCS are in English language. By accepting these GTCS in writing or by clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button, the contracting party states that it accepts the contractual conditions varying from the generally accepted practice and that they are in English language. In addition, for the purposes of these GTCS, “product” means the product which is the subject of the agreement concluded with the contracting party.
1. Scope of application, derogations from the GTCS
1.1 These GTCS are effective for all contracts, however, with the provision that these GTCS are not applicable to those legal relationships which come into existence between Eurofins Technologies and its distributors. The legal relationship of a distributor is regulated by a separate distribution agreement concluded between Eurofins Technologies and them.
The following General Terms and Conditions of Sale (“GTCS”) shall be applicable to all individual contracts which are concluded by Eurofins Technologies. They shall also apply to contracts concluded by telephone and to those contracts which arise through the provision of samples.
Eurofins Technologies – according to section 6:78 (1) of the Civil Code - WILL MAKE IT POSSIBLE FOR THE CONTRACTING PARTY TO BECOME FAMILIAR WITH THESE GTCS AT ITS WEBSITE ((https://www.eurofins-technologies.com/terms-and-conditions) BEFORE CONCLUDING AN INDIVIDUAL CONTRACT. BY SIGNING THE INDIVIDUAL CONTRACT (or By clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button), THE CONTRACTING PARTY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE GTCS.
A contract subject to these GTCS shall arise as a consequence of Eurofins Technologies’ acceptance of an order. An order sent to Eurofins Technologies shall either be accepted pursuant to (a) Eurofins Technologies’ performance of the order (in such a case the written order confirmation of Eurofins Technologies shall not be required) or (b) Eurofins Technologies ’s written acceptance of the order. Contracts may be concluded through orders on internet and their acceptance. In this case the Eurofins Technologies’ technical system stores the order and the electronic acceptance. The contracts concluded via internet are regarded as electronical contracts. Language of the contracts may be Hungarian and/or English (as the order and its acceptance).
1.2 Apart from Managing Directors or authorized representatives of Eurofins Technologies, no employee or sub-contractor of Eurofins Technologies shall be entitled to authorize any derogation from the provisions of the GTCS or to waive their application or to bind Eurofins Technologies in any manner which would lead to the applicability of any contrary provisions which in terms of their content might conflict with the GTCS or take precedence over them. Such a modification or waiver of the applicability of the GTCS shall only be binding upon Eurofins Technologies to the extent that it is given in writing and is signed by Managing Directors or authorized representatives.
1.3 These GTCS in their respective version shall also apply to future deliveries, services or offers to the contracting party, even if they are not agreed again separately.
2. Conclusion of contracts; non-applicability of contrary contractual terms and conditions; non-acceptance of logistical services
2.1 To the extent that no contrary provisions are expressly agreed in writing and signed by a director or an authorized representative of Eurofins Technologies, the contracting party’s own General Terms & Conditions of Business shall be without any effect, even if such contracting party refers or has referred at some point in time to its own General Terms & Conditions of Business. Furthermore, any earlier acceptance of special terms and conditions in the context of a previous contract (including special provisions in relation to price) shall not mean that such special conditions shall be accepted in the future in the context of any subsequent contracts. Each contract which is concluded by Eurofins Technologies shall to such an extent be viewed as a separate contract between Eurofins Technologies and the contracting party unless otherwise agreed in writing.
2.2 In the event that the contracting party subsequently requests changes to the already accepted order / concluded individual contract (e.g. wishes to have additional quantity from the already ordered product, to have other products than originally ordered etc.) Eurofins Technologies shall not be obliged to accept such additional request. If Eurofins Technologies is willing to accept such additional request, then such consent should be incorporated into writing (as an amended contract) and Eurofins Technologies shall be entitled to invoice a management and administration fee in the amount of up to €25.00 in an addition to the original contractual charges for these additional requests.
2.3 As per the contract concluded between the parties, Eurofins Technologies delivers the ordered products specified in the order and its acceptance or in the individual contract.
3. Prices and payment terms
3.1 Prices shall be stipulated “EX WORKS” Budapest (Incoterms 2020), i.e. Eurofins Technologies makes the products available at the seat of Eurofins Technologies. All additional costs or expenditure (e.g. costs of shipping) shall be borne by the contracting party.
3.2 Eurofins Technologies’ prices shall be stipulated in EUR net of any taxes payable (including value-added tax) and shall be based upon the pricelist applicable on the date of the conclusion of the contract. Taxes shall be calculated on the basis of the rates applicable on the date of the issue of the invoice. All prices are payable in EUR.
3.3 To the extent that no express agreement to the contrary is reached, payments must be made at the latest within a period of thirty (30) days from the date of the invoice. Any complaint in relation to an invoice must be submitted within the payment period unless the complaint concerns defects or other circumstances which were not apparent in the ordinary course of business within this period. Should the contracting party default on any payment, all sums owed by the contracting party – including any sums owed pursuant to other contracts – shall become immediately due and payable. Eurofins Technologies shall be entitled in the event of default to apply default interest of eight (8) percentage points above the base rate of the Hungarian National Bank. The right of Eurofins Technologies to assert its claims in respect of any demonstrable losses suffered as a result of such default which may exceed such rate shall not be affected hereby.
3.4 If at the request of the contracting party a new invoice must be issued, Eurofins Technologies may invoice an administration fee in an amount of up to €15.00. This shall not apply to corrections due to errors of invoicing.
3.5 Payments shall be made by way of a bank transfer or by direct debit. Other means of payment shall require the prior consent of Eurofins Technologies. The Contracting party shall be obliged to transfer the price to the bank account of Eurofins Technologies as stipulated on the invoice.
4. Delivery dates
4.1 Delivery dates and delivery costs shall be estimates only and shall not be binding upon Eurofins Technologies. Eurofins Technologies shall nonetheless be required to use its commercially reasonable endeavours to comply with the estimated delivery periods.
4.2 Eurofins Technologies shall be entitled to deliver the order(s) in instalments. Each instalment may be separately invoiced.
4.3 Where based on the parties’ agreement the products are required to be shipped the choice of transport company and means of transport shall be up to Eurofins Technologies. The risk shall be transferred to the contracting party with the initiation of the shipment. Where shipment or delivery is delayed for reasons which are the contracting party's responsibility, risk shall be transferred by notice of shipment or readiness for transfer respectively. The costs arising from the same (in particular storage costs) shall be for the account of the contracting party. Eurofins Technologies shall not be obliged to insure or have anyone else insure the shipment against damage during transport unless it has undertaken such obligation towards the contracting party in writing.
4.4 Where Eurofins Technologies's products are subject to export control provisions (in particular licences, permits and approvals), Eurofins Technologies shall ensure these are complied with. The contracting party shall observe the provisions regarding the import of the products s into its own country or a third country. Eurofins Technologies cannot guarantee that import licenses, permits and approvals will be granted to the contracting party.
5. Limited warranties and liability; liability and indemnity obligations of the Customer; safety warnings
5.1 Eurofins Technologies warrants that at the time of delivery its products will conform to Eurofins Technologies’ specifications regarding the products valid at the time of delivery and the legal features specified in the laws and they have no faults (warranty for characteristics).
Eurofins Technologies warrants that a third party has no right to prevent the contracting party from acquiring ownership of the purchased products or which would restrict the contracting party from exercising ownership rights over the purchased products (warranty for title).
Furthermore, Eurofins Technologies undertakes the responsibility for the fact that a third party has no right in respect of the ‘Eurofins Technologies’ trademark which would hinder or restrict the use of the Eurofins Technologies trademark.
In the event of defective performance by Eurofins Technologies, Eurofins Technologies will replace any defective product which Eurofins Technologies determines was defective at any time of shipment to the contracting party, if the replacement is possible without injuring the interests of the contracting party. The contracting party shall provide all reasonably requested data by Eurofins Technologies in order to define the defectiveness of the product.
The contracting party represents that in the event of defective performance it will first request replacement from Eurofins Technologies. Under no circumstances will Eurofins Technologies be liable for any actual damage, loss of profits or costs incurred in order to mitigate damage which are related to the contracting party’s business activities.
The contracting party may exercise warranty rights within the deadlines specified in the then effective Civil Code.
Eurofins Technologies will undertake an express warranty (“jótállás” in Hungarian) only according to a separate agreement.
The products shall be deemed to have been accepted in the event that the contracting party notifies nothing to the contrary within the period of one (1) week from the date of receipt.
5.3 To the extent that the parties do not agree anything to the contrary, the contractual relationship shall exist only as between the contracting party and Eurofins Technologies. No contract shall be concluded on behalf of third parties or with a protective effect for third parties pursuant to which Eurofins Technologies may be bound by any obligations owed to such third parties, if and to the extent that such an arrangement does not arise pursuant to the contract and/or these GTCS. The contracting party shall be obliged to indemnify Eurofins Technologies in respect of all third party claims which may be brought against Eurofins Technologies in connection with the contracting party or the contract with the contracting party, if and to the extent any wrongful conduct has been engaged in by the contracting party.
5.4 In the event that Eurofins Technologies delivers any software to the contracting party, the contracting party must use such software in accordance with the applicable licence conditions, instructions and manuals.
5.5 It shall be expressly made clear that all products are intended exclusively for laboratory and research purposes. Eurofins Technologies shall therefore only deliver such products to public research, analytical and teaching institutions, technical commercial operations or relevant industry. Eurofins Technologies excludes all liability for damage which could arise from improper handling or in case of domestic use or use on people or animals.
Eurofins Technologies expressly prohibits the passing on of poisonous (hazardous) materials to private individuals.
Similarly, any liability on the part of Eurofins Technologies for damage and injury to persons or things arising as a result of improper handling or storage of the products at the contracting party's premises shall be excluded. To the extent that relevant Hungarian laws apply to dealings, including delivery, storage, processing or trade in certain products, these shall also be observed by the contracting party.
5.6 The contracting party warrants that for the contract period, in relation to any economic and trade sanctions imposed by the United Nations, the European Union, the United States of America or any other country, that:
a) it is not the target of any Economic Sanctions;
b) to the best of its knowledge, it is not controlled or beneficially owned by any person subject to Economic Sanctions;
c) it shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, the contracting party shall not (i) directly or indirectly export, re-export, transship or otherwise deliver the services or any portion of the services in violation of any Economic Sanctions Law, or (ii) broker, finance or otherwise facilitate any transaction in violation of any Economic Sanctions Law;
d) it is not engaged in any proceedings or subject to any investigations from authorities for the alleged breach of any Economic Sanctions Law.
5.7 The contracting party shall indemnify Eurofins Technologies against any losses, liabilities, damages, fines, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the contracting party as a result of any breach of the previous provisions mentioned in 5.6 by the contracting party.
5.8 Without affecting any other right or remedy available to it, Eurofins Technologies may terminate the contract with immediate effect by giving written notice to the contracting party if the contracting party commits a breach of the provisions mentioned in 5.6, and the contracting party shall not be entitled to claim compensation or any further remuneration.
For the purpose of the provisions mentioned in 5.6 - 5.8:
Economic Sanctions means any economic Sanctions, restrictive measures or trade embargoes adopted by the UN Security Council, the European Union, the United States of America or any other sovereign government.
Economic Sanctions Law means any law, regulation or decision enacting Economic Sanctions.
6. Limitation on liability
6.1 Eurofins Technologies shall be liable for losses which are due to an intentional or grossly negligent breach of obligations by one of its legal representatives or employees. Eurofins Technologies’ liability shall be limited to the net price of the concerned products bought by the contracting party.
But under no circumstances will Eurofins Technologies be liable for any actual damage, loss of profits or costs incurred in order to mitigate damage which are related to the contracting party’s business activities.
6.2 Furthermore, Eurofins Technologies shall be liable for damage from injury to life, body or health without limitation. Eurofins Technologies
6.3 The above provisions shall also apply in favour of the legal representatives or employees of Eurofins Technologies in regard to claims directly directed against them.
7. Force majeure / contractual impediments
7.1 Eurofins Technologies shall not be liable to pay any compensation in respect of any delays, errors, damage or other problems which are caused by events or circumstances which were unforeseeable by Eurofins Technologies or which are beyond its control or which result from compliance with official orders, legislation or regulations. i.e. if any unforeseeable circumstances beyond the parties’ sphere of interest and control occur, for example: natural disasters, war, blockade, prohibition of exports and imports, strikes or any special circumstances (hereinafter: “force majeure”), which would hinder the complete or partial performance of the contractual obligations, the parties shall make their best efforts to find a solution which comes economically the closest to the performance of their contractual obligations.
If the parties cannot find such a solution within six (6) weeks from the occurrence of the force majeure, they shall be entitled to terminate the contract with immediate effect in writing. In this case the parties shall settle with the services performed until that date time-proportionately. In the case of force majeure, the parties shall not be entitled to enforce legal consequences applicable in the case of a breach of contract due to the failure of performance.
7.2 Where Eurofins Technologies is affected by significant disadvantages (availability of materials to be used; amendment of legal framework provisions) as a result of performance interruptions or delay which are not the responsibility of Eurofins Technologies, in particular difficulties in meeting deadlines, Eurofins Technologies shall be entitled wholly or partially to rescind the contract in respect of the element not yet performed. Where the impediment lasts longer than six (6) weeks the contracting party shall be entitled, following the unsuccessful expiry of a reasonable additional time limit, to rescind the element of the contract not yet performed. Eurofins Technologies undertakes in such case to inform the contracting party without delay of the interruption in performance or delay and shall, following the contracting party's rescission of the contract, compensate the contracting party without delay for the counter performance already rendered.
8. Confidentiality and processing of customer data
8.1 Eurofins Technologies shall be entitled to store and process any personal or commercial data which it receives in any manner whatsoever from the contracting party in accordance with the applicable statutory provisions relating to data protection, irrespective of whether or not such data is provided directly by the contracting party or by a third party. Eurofins Technologies shall be obliged to use its commercially reasonable endeavours to deal with such data confidentially in accordance with the law.
8.2 For the purpose of carrying out the commission Eurofins Technologies shall process and use personal data – such as that concerning the contracting party’s institutions, contacts and/or persons responsible for the project. The contracting party is aware that for the purpose of securing the best possible services, including the use of existing expertise and know-how, not only personal data but also data about the commission, such as analysis questions and their results, may be passed on to the Eurofins Technologies Group member companies or cooperation partners. The member companies of the group and the co-operation partners shall be bound by a corresponding confidentiality agreement which shall be made available upon request. The contracting party may object to this with Eurofins Technologies in writing or by email at email@example.com. Furthermore, Eurofins Technologies shall process and use the data for the purpose of obtaining a further commission. The contracting party may object to this with Eurofins Technologies. in writing or by email at firstname.lastname@example.org.
8.3 By checking the ’I agree to the General Terms and Conditions of Sales’ checkbox upon online order placement and using webshop, the contracting party accepts Eurofins Technologies (seat: Váci út 19, 1047 Budapest, Hungary) at www.eurofins-technologies.com to provide the following personal data stored in its user database to OTP Mobile Ltd. (seat: 1093 Budapest, Közraktár utca 30-32.) as its data processor. Provided data are: family name, given name, country, phone number, e-mail address of the contracting party’s contact person. The purpose of data processing and transmission: customer support for users, confirming transactions and fraud-monitoring for users’ defence.
8.4 Should Eurofins Technolgies process (as processor) any personal data on behalf of the contracting party as necessary for carrying out the commission, following instructions from the contracting party resulting from concluded contract(s) and / or provided in writing in course of carrying out the commission, Eurofins Technolgies and contracting party shall, prior to any such processing takes place, enter into a respective data processing agreement compliant with applicable data protection laws binding in Hungary. In such cases the ordering party shall ensure that all personal data transmitted to Eurofins Technologies is accurate, up to date and can be lawfully processed in course of carrying out the commission, and shall be fully liable for any acts and omissions in this regards.
9. Miscellaneous provisions
9.1 Eurofins Technologies may use of subcontractors for delivering its services. Its services may be inclusive of mediated services. Mediated services are shown on the final invoice.
9.2 These GTCS shall be amended in writing from time to time by Eurofins Technologies. In each case the version of these GTCS in force on the date of the acceptance of the offer shall be the version applicable to the resulting contract.
9.3 In the event that a court strikes down any provisions of these GTCS, limits them in their application or finds them to be invalid, unlawful or unenforceable, the remaining provisions shall remain valid to the fullest extent possible.
9.4 In the event that either Eurofins Technologies or the contracting party refrains from asserting any rights which arise pursuant to these GTCS, this shall neither constitute a waiver of such rights nor shall it result in the forfeiture of such rights.
10. Governing law / Place of jurisdiction
10.1 Matters not regulated in individual contracts between parties shall be governed by the present General Terms and Conditions of Sales. Eurofins Technologies did not subject itself to any code of conduct.
10.2 Unless otherwise provided in the GTCS or otherwise agreed in writing between the parties, the individual contract between Eurofins Technologies and the contracting party is governed by, and shall be construed in accordance with, Hungarian law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The ordinary courts of Hungary shall have exclusive jurisdiction to settle any dispute, which may arise out of, or in connection with, the GTCS and/or the individual contract and that accordingly any proceeding, suit or legal action arising out of, or in connection with, the GTCS and/or the contract may be brought in such courts.
If the parties separately agree to arbitration, it will be conducted in accordance with the rules of the Arbitration Court of Hungarian Commercial and Industrial Chamber in Budapest.
Contact: Eurofins Technologies Hungary Kft.
Fóti út 56. 1047 Budapest, Hungary
Effective date / version: 01.10.2019
Above General Terms and Conditions of Sales applies to contracts concluded between Eurofins Technologies Hungary Kft. and its contracting parties.
For the General Terms and Conditions of Sales and the General Terms and Conditions of Purchase applied to Eurofins Technologies Singapore and its contracting parties, please click on the links hereunder: