Get to know Pékinas' rules and guidelines

Pékinas' GTC ensures that every customer is treated fairly and that any issues arising during purchasing are resolved quickly and efficiently. The GTC guarantees a transparent and mutually beneficial relationship between the business and its customers.

1.1 These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between Pécsi Pékinas Manufaktúra Kft. or an affiliate thereof ("Seller") and the purchaser (“Purchaser”, collectively: „Contracting parties”) with respect to the purchase and sale of products (“Products”) and services ("Services") indicated on Sales Documents.

“Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.

1.2 For the avoidance of doubt, these Terms are applicable in respect of Purchasers who does not qualify as a consumer under point 3 of Section 8 (1) of Act V of 2013 on the Civil Code (the “Civil Code”).

1.3 These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfillment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.

1.4 Certain Products and Services may be subject to additional terms (“Supplemental Terms”) not contained herein, which, when applicable, may be referenced on or provided with Sales Documents or Seller’s websites or provided by Seller upon request.

1.5 The Agreement between Seller and Purchaser is created when Seller confirms, acknowledges or begins to fulfill Purchaser’s order. Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.

2.1. Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit.

2.2 Unless otherwise agreed in writing, Products are shipped using Seller's standard packaging and shipping methods, for which fees may apply. Unless otherwise agreed upon in writing by the parties or set forth on an Order Confirmation

(i) delivery of Products shall be made (DAP) Purchaser’s Ship-To Address (INCOTERMS® 2020),

(ii) title to Products is transferred to the Purchaser ont he day of crediting the Seller’s account

2.3 Contracting parties shall determine the location of Services. If Services are provided at Seller’s site or a third-party site authorized by Seller, Purchaser shall be responsible for any shipping and transportation costs, including any insurance costs, if applicable. If Services are provided at Purchaser’s site or another site under Purchaser’s control, Purchaser shall

(a) cooperate with Seller in all matters relating to the provision of Services and provide access to premises and facilities as may reasonably be necessary or requested, including a safe work environment;

(b) promptly provide any requested materials, direction, information, approvals, authorizations, or decisions (“Information”); and

(c) ensure that such information is materially complete and accurate.

3.1 Purchaser shall comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including but not limited to product data, product information, safety data sheets, limited use information and labeling (“Use Documents”).

3.2 Purchaser is solely responsible for: compliance with all applicable regulatory requirements and generally accepted industry standards, and conducting all necessary testing and verification, including especially but not limited to quality and quantity control.

4.1 Purchaser shall inspect Products no later than five (5) days after receipt ("Inspection Period"). Contracting parties will be deemed to have accepted the received Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than those identified in the Order Confirmation.

4.2 If notified in accordance with Section 4.1, Seller shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products or, adjust the invoice to reflect the actual quantity delivered in the event of partial delivery,. Seller reserves the right to inspect Products. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products.

4.3 Any returns, if authorized, shall be handled in accordance with Section 8 below.

5.1 Purchaser shall purchase Products and Services from Seller at the prices offered by Seller, including but not limited to prices in a valid quotation or prices on a published price list valid as of date of the applicable Order Confirmation.

5.2 All prices are exclusive of all sales, use, and excise taxes, duties, customs, tariffs, and any other similar taxes or charges of any kind imposed by any governmental authority or quasi-governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such taxes and charges; provided, however, that Purchaser shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.

5.3 Purchaser shall pay all invoiced amounts in the manner specified in the invoice to the specified bank account or as otherwise instructed.

5.4 Purchaser shall pay interest on all late payments at the lesser of (a) the rate of eight percent (8%) per annum above the base interest rate of the European Central Bank or among hungarian companies late payment interest included in Civil Code 6:155. paragraph (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Purchaser shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law, Seller may, without notice to Purchaser, delay or postpone delivery of Products and/or performance of Services.

5.5 In the event of late payment, the Purchaser shall pay Seller a sum of forty (40) euros or forty (40) euros in HUF to cover the costs of collection, counted based on the official average exchange rate of the Hungarian National Bank on the date of the commencement of such payment obligation. The fulfilment of this obligation shall not relieve the Purchaser from any other legal consequences of the delay. Purchaser shall not withhold payment of any amounts due and payable hereunder by reason of any set-off of any claim or dispute with Seller.

6.1 Seller warrants to Purchaser that Products will conform to Seller's published specifications until the date indicated on the delivery note.

6.2 Seller warrants that Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Seller shall devote adequate resources to meet its obligations under the Agreement. Any claim that Seller has breached the obligation herein must be made within the ninety (90) day period after the performance of the applicable Services.

6.3 Except for the warranties set forth above, Seller makes no warranty whatsoever with respect to Products (including any uses thereof), Services, including (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or (c) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Any suggestions by Seller regarding use, selection, application or suitability of Products shall not be construed as an express or implied warranty.

6.4 The limited warranties set forth above do not apply unless: (a) Purchaser gives written notice of the defect(s) to Seller immediately upon discovery; (b) if applicable, the Seller is given a reasonable opportunity to examine the relevant Products, Services and (c) the defect(s) are verified by the Seller.

6.5. The limited warranty set forth in Section 6.1 does not apply if: (a) a defect arises as a result of a breach of the obligations in Section 3; (b) Products are used beyond the shelf life or expiration date as set forth in the applicable Use Documents.

6.6. The limited warranty set forth in Section 6.2 does not apply if the Product’s defect results directly or indirectly from the following: (a) non-compliance with Use Documents; ű (b) any misuse, theft, neglect or wrongful act by Purchaser, its contractors or agents; (c) accidents or shipping related damage; (d) electrical failure; (e) vandalism, explosion, flood or fire, weather or environmental conditions.

6.7. Subject to the conditions set forth above in this Section, including the time limitations set forth in Sections 6.1. and 6.2, Seller shall, in its sole discretion (a) replace Products but and if Seller is unable to replace, Seller shall credit the price of such Products or the part thereof; or (b) with respect to Services, re-perform the applicable Services or credit the price of such Services at the pro rata contract rate. The remedies set forth herein shall be Purchaser's sole and exclusive remedy and Seller's entire liability for any breach of its warranty.

Purchaser shall not return Products without Seller’s prior written consent. Seller reserves the right to inspect Products at Purchaser’s site and/or require disposal instead of return. All returns must be in compliance with Seller’s instructions and may be subject to a restocking charge. Certain Products (e.g. custom Products or special orders) may not be returned under any circumstances. Title to returned Products shall transfer to Seller upon acceptance at the facility designated by Seller. Any returned Products must be in their original packaging with the original label affixed, and unaltered in form and content.

8.1 Purchaser assumes all risk and liability for loss, damage, or injury to persons or property of Purchaser or others arising out of (a) onward delivery of the Products by the Purchaser, storage or use of Products, including infringement of any third party intellectual property rights resulting from the Purchaser’s specific use of Products and (b) any provision or use of Services. Suppose Seller's performance of its obligations is prevented or delayed by any act or omission of Purchaser, its agents, or subcontractors, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser or others, in each case, to the extent arising directly or indirectly from such prevention or delay.

8.2 Purchaser shall indemnify and hold Seller, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses (including attorney’s fees) (a) onward delivery of the Products by the Purchaser, storage, sale or use of Products, (b) resulting from Purchaser’s breach of the Agreement, and/or (c) arising from the negligence, recklessness or misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.

8.3 Nothing in the Agreement will limit or exclude either party’s liability: (a) for fraud, fraudulent misrepresentation, death or personal injury; or (b) where such limitation or exclusion would contravene applicable law.

Purchaser shall comply with all applicable laws, regulations and ordinance and Purchaser shall comply with all applicable export and import laws in its purchase of Products hereunder and assumes all responsibility for all shipments governed by such laws. Seller may terminate the Agreement or suspend delivery if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

10.1 In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice if Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization , or assignment for the benefit of creditors.

10.2 Without limiting any other rights or remedies it may have, Seller may terminate the Agreement at any time for convenience by giving at least 1-month’s written notice to Purchaser.

All non-public, confidential or proprietary information, including but not limited to, specifications, samples, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Purchaser for its own use unless the Seller gives prior written permission to do so. Upon request, Purchaser shall promptly return or destroy all documents and other materials received from Seller. Seller shall be entitled to, amongst others, any remedies under Act LIV of 2018 on the Protection of Business Secrets for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.

Neither party will be in default of any obligation under this Agreement to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.

13.1 Seller maintains the right to amend or modify the provisions of these Terms. Seller will notify Purchaser in writing of any such changes with reasonable notice in advance of the date when changes become effective (“Amendment Date”). Purchaser is deemed to have expressly accepted the changed Terms unless it notifies Seller that it does not agree with such changed Terms within 15 days of receipt of the above change notification of Seller in which case the Agreement terminates on the Amendment Date unless the parties mutually agree otherwise in writing.

13.2 No Waiver. No waiver by Seller of any provisions of the Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof.

13.3 Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void and shall not relieve Purchaser of any of its obligations hereunder.

13.4 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.5 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

13.6 Publicity and Use of Name. Purchaser shall not, without the prior written consent of Seller, (a) refer to Seller, its affiliates, Products or Services in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, trade names, logos and other intellectual property owned by Seller or one of its affiliates.

13.7 Governing Law and Venue. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of Hungary without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in courts located in Hungary, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13.8 Notices. Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing and sent by courier service with tracking or registered or certified mail to the other party at its registered office or principal place of business or such other address as indicated by the receiving party.

13.9 Language. These Terms are made available in Hungarian and in English languages. In case of any inconsistencies between the Hungarian and English language versions, the Hungarian language version shall prevail.

13.10 Severability. Suppose any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction. In that case, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.11 Survival. Provisions hereof which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Sections ., 8., 10., 11., 13.7. and 13.11.

13.12 Amendment and Modification. Except as otherwise set forth herein, the Agreement may only be amended or modified in writing and signed by an authorized representative of each party.

13.13 Data Protection. Seller will request, process and use personal data (e.g. contact name and business addresses) from Purchaser to fulfill its obligations under the Agreement and for the continuing relationship management with Purchaser. Seller’s processing activities shall be governed by its privacy policy posted at www.pekinas.hu.