General Terms & Conditions of Sale (GTCS)
Please read the below General Terms and Conditions carefully in which Eurofins Technologies Kft. advises on the general terms and conditions of the contract concluded between the two parties. By clicking on the 'I have perused, understood and accept' the General Terms and Conditions button, customer states that he accepts the below contractual conditions. Let us further warn you that conditions in this GTCS – mainly regarding compensation, administration fee and termination of the contract - may vary from generally accepted practice. By clicking on the 'I have perused, understood and accept' the General Terms and Conditions button, customer states that he accepts the contractual conditions varying from the generally accepted practice.
1. Scope of application, derogations from the GTCS
1.1 The following General Terms and Conditions of Sale (“GTCS”) shall be applicable to all contracts which are accepted by Eurofins Technologies Kft. (also referred to hereinafter as ET). They shall also apply to contracts concluded by telephone and to those contracts which arise through the provision of samples. A contract subject to these GTCS shall arise as a consequence of Eurofins Technologies Kft.’s acceptance of a contract. A contract notified to Eurofins Technologies Kft. shall either be accepted pursuant to (a) Eurofins Technologies Kft.’s performance of the contract (in such a case the written confirmation of Eurofins Technologies Kft. shall not be required) or (b) Eurofins Technologies Kft.’s written acceptance of the contract. Contracts may be concluded through orders on internet and its acceptance. In this case the Eurofins Technologies Kft’s 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 or English (as the order and its acceptance).
1.2 Apart from Directors or authorized representatives of Eurofins Technologies Kft., no employee, representative or sub-contractor of ET shall be entitled to authorize any derogation from the provisions of the GTCS or to waive their application or to bind Eurofins Technologies Kft. 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 Kft. to the extent that it is given in writing and is signed by directors or authorized representatives.
1.3 These GTCS in their respective version shall also apply to future deliveries, services or offers to the Customer, 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 Kft., the General Terms & Conditions of Business of a Customer shall be without any effect, even if such Customer refers or has referred at some point in time to its 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 accepted by Eurofins Technologies Kft. shall to such an extent be viewed as a separate contract between Eurofins Technologies Kft. and the Customer unless otherwise agreed in writing in a binding form.
2.2 In the event that the Customer subsequently stipulates additional requirements in connection with an already concluded contract, Eurofins Technologies Kft. shall be entitled to invoice a management and administration fee in the amount of up to €25.00 in an addition to the charges for these requirements. Should the Customer stipulate additional requirements in connection with samples which have already arrived at the laboratory, this shall be deemed to constitute a new contract and may lead to a corresponding postponement of the previously estimated delivery dates.
2.3 Any logistical service which is to be provided outside of the laboratory (in particular collections and sampling) and of which the Customer does not avail itself in spite of the agreement reached by the parties, must be paid for in full. The above provisions shall not apply if the Customer is contractually or legally entitled to withdraw from the contractor if the commissioned logistical service is canceled or modified at the latest, if the service consists of a collection, 48 hours prior to the provision of the service, or if the service consists of sampling, 96 hours prior to the provision of the service.
2.4 As per the contract concluded between the Parties, Eurofins Technologies Kft. delivers the Customer the ordered services specified in the order and its acceptance or the individual contract. Content of the services is detailed in the offer and its acceptance, or in the individual contract.
3. Prices and payment terms
3.1 Prices shall be stipulated “ex works” (Incoterms 2000). All additional costs or expenditure (e.g. such costs and expenditure as may be incurred by Eurofins Technologies Kft. in connection with the contract; in particular costs of shipping) shall be borne by the Customer unless otherwise agreed.
3.2 Prices shall be stipulated net of any taxes payable (including value-added tax) and shall be based upon the tariffs 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.
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 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 Customer default on any payment, all sums owed by the Customer – including any sums owed pursuant to other contracts – shall become immediately due and payable. Eurofins Technologies Kft. shall be entitled in the event of default to apply default interest of 8 percentage points above the base rate. The right of Eurofins Technologies Kft. 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 Customer a new invoice must be issued, Eurofins Technologies Kft. 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 Kft. The Customer shall be obliged to provide the required bank account details to Eurofins Technologies Kft.
4. Delivery dates
4.1 Delivery dates and delivery costs shall be estimates and shall not be binding upon Eurofins Technologies Kft. Eurofins Technologies Kft. shall nonetheless be required to use its commercially reasonable endeavours to comply with the estimated completion periods. We reserve the right to make slight deviations from information provided regarding measurements, weight, condition and quality.
4.2 Eurofins Technologies Kft. shall be entitled to deliver in instalments. Each instalment may be separately invoiced.
4.3 Where products are required to be shipped the choice of transport company and means of transport shall be up to Eurofins Technologies Kft. The risk shall be transferred to the Customer with shipment. Where shipment or delivery is delayed for reasons which are the Customer'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 Customer. Eurofins Technologies Kft. 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 Customer in writing.
4.4 Where Eurofins Technologies Kft.'s goods are subject to export control provisions (in particular licences, permits and approvals), Eurofins Technologies Kft. shall ensure these are complied with. The Customer shall observe the provisions regarding the import of the goods into the Customer's country or a third country. Eurofins Technologies Kft. cannot guarantee they will be granted.
5. Limited warranties and liability; liability and indemnity obligations of the Customer; safety warnings
5.1 Contracts shall be performed under the supervision of Eurofins Technologies Kft. in the best possible conditions in accordance with the state of the art. Results cannot be 100% accurate and/or relevant in all cases. Analyses, interpretations, estimates, consultancy services and inferences shall be completed, arrived at, compiled, provided and drawn with a commercially reasonable degree of care. However, Eurofins Technologies Kft. cannot warrant that such analyses, interpretations, estimates, consultancy services and inferences shall in all cases be accurate or wholly relevant. Eurofins Technologies Kft. shall not be liable for ensuring that its products are suitable and applicable for the Customer's desired purpose. The warranty period for such limited warranty shall be twelve months from the date of acceptance. The parties agree that services, goods etc. shall be deemed to have been accepted in the event that the Customer notifies nothing to the contrary within the period of one week from the date of receipt. In each case the Customer shall be obliged to verify the cogency of the results, interpretations, estimates and inferences provided by Eurofins Technologies Kft. with a reasonable degree of care and at its own risk, in the event that the Customer wishes to rely on such results, interpretations, estimates and inferences in any material connection. Should it be apparent that the results are inaccurate, the Customer shall be obliged to contact Eurofins Technologies Kft. immediately and to inform it of such fact.
5.2 Where the Customer challenges the accuracy of the result of an analysis or the quality of a product, this shall not entitle it to withhold payment unless the defectiveness of the analysis result or the deficient quality of the product and the Customer's counterclaims resulting from the same are undisputed, have been accepted by Eurofins Technologies Kft. or are the subject of a final, non-appealable court judgment. In the case of failure of supplementary performance the Customer retains the right to reduce the purchase price or to elect to rescind the contract.
5.3 To the extent that the Parties do not agree anything to the contrary, the contractual relationship shall exist only as between the Customer and Eurofins Technologies Kft.. No contract shall be concluded on behalf of third parties or with a protective effect for third parties pursuant to which Eurofins Technologies Kft. 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 Customer shall be obliged to indemnify Eurofins Technologies Kft. in respect of all third party claims which may be brought against Eurofins Technologies Kft. in connection with the Customer or the contract with the Customer, if and to the extent any wrongful conduct has been engaged in by the Customer.
5.4 In the event that Eurofins Technologies Kft. delivers any software to the Customer, the Customer must use such software in accordance with any 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 Kft. shall therefore only deliver such products to public research, analytical and teaching institutions, technical commercial operations or relevant industry. Eurofins Technologies Kft. refutes all liability for damage which could arise from improper handling or in case of domestic use or use on people or animals. Eurofins Technologies Kft. expressly prohibits the passing on of poisonous (hazardous) materials to private individuals. Furthermore, reference is expressly made to the fact that the absence of a hazard warning shall not mean that the relevant product is harmless. Similarly, any liability on the part of Eurofins Technologies Kft. for damage and injury to persons or things arising as a result of improper handling or storage of the products at the Customer's premises shall be excluded. To the extent that relevant national or international statutes or regulations apply to dealings, including delivery, storage, processing or trade in certain products, these shall also be observed by the Customer.
6. Limitation on liability
6.1 Eurofins Technologies Kft. shall be liable for losses which are due to an intentional or grossly negligent breach of obligations by one of its legal representatives or vicarious agents.
6.2 Furthermore, Eurofins Technologies Kft. shall be liable for losses from injury to life, body or health which are due to an intentional or negligent breach of obligations by a legal representative or vicarious agent of Eurofins Technologies Kft..
6.3 For the rest, the liability for losses which are due to a simply or slightly negligent breach of obligations or a simply or slightly negligent tort by a legal representative or vicarious agent of Eurofins Technologies Kft. shall be excluded unless material obligations with which compliance is necessary to achieve the purpose of the agreement or which arise from a legitimate laying claim to particular trust (cardinal obligations) are neglected. In these exceptional cases, the liability shall be limited to the compensation of losses which are foreseeable.
6.4 The above provisions shall also apply in favour of the legal representatives or employees of Eurofins Technologies Kft. in regard to claims directly directed against them.
7. Force majeure / contractual impediments
7.1 Eurofins Technologies Kft. 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 Kft. or which are beyond its control or which result from compliance with official orders, legislation or regulations.
7.2 Where Eurofins Technologies Kft. 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 Kft., in particular difficulties in meeting deadlines, Eurofins Technologies Kft. shall be entitled wholly or partially to rescind the contract in respect of the element not yet performed. Where the impediment lasts longer than 6 weeks the Customer 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 Kft. undertakes in such case to inform the Customer without delay of the interruption in performance or delay and shall, following the Customer's rescission of the contract, compensate the Customer without delay for the counter performance already rendered.
8. Confidentiality and processing of customer data
8.1 Eurofins Technologies Kft. shall be entitled to store and process any personal or commercial data which it receives in any manner whatsoever from the Customer in accordance with the applicable statutory provisions relating to data protection, irrespective of whether or not such data is provided directly by the Customer or by a third party. Eurofins Technologies Kft. 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 Kft. shall process and use personal data – such as that concerning the Customer’s institutions, contacts and/or persons responsible for the project. The Customer 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 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 Customer may object to this with Eurofins Technologies Kft. in writing. Furthermore, Eurofins Technologies Kft. shall process and use the data for the purpose of obtaining a further commission. The Customer may object to this with Eurofins Technologies Kft. in writing or by email email@example.com.
8.3 By checking the ’I agree to the General Terms and Conditions’ checkbox upon online order placement, the Customer accepts Eurofins Technologies (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. (1093 Budapest, Közraktárutca30-32.) Provided data: family name, given name, country, phone number, e-mail address. The purpose of data transmission: customer support for users, confirming transactions and fraud-monitoring for users defence.
9. Miscellaneous provisions
9.1 Eurofins Technologies Kft 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 Kft. 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 Kft. or the Customer 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. Eurofins Technologies Kft did not subject itself to any code of conduct.
10.2 Unless otherwise provided in the STP or otherwise agreed in writing between the parties, the Agreement 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 Customer agrees that, unless otherwise provided in the Agreement, the 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 Agreement and that accordingly any proceeding, suit or legal action arising out of, or in connection with, the GTCS and/or the Agreement may be brought in such courts. If the parties 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 Kft
Fóti út 56. 1047 Budapest Hungary
Effective date / version: 01.12.2017