HOLLEN Hungária Kft.

General Commercial Terms and Conditions applicable to HOLLEN Hungária Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság in Hungary

as of 1st October 2015

Article I

Introductory Provision

1.1    These General Commercial Terms and Conditions (hereinafter referred to as „GCTC” only) govern the relationship between the company HOLLEN Hungária Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság, having its registered office at: H - 9028 Győr, Fehérvári út 78. B. ép., Hungary, identification number of the company: 24956417-2932-113-08, EU VAT: HU24956417, Company Registration Number: 08-09-026396, recorded by Registry Court of the Győr Tribunal (hereinafter referred to as the „Service Provider” only) and the entity who orders its services defined in Article III of these GCTC (hereinafter referred to as the „Client” only), except the situation when the applicability of these GCTC was excluded by separate service agreement concluded between the Service provider and the Client.

Article II

Definitions of terms

2.1    Service Provider – a legal entity providing services under these GCTC (i.e. HOLLEN Hungária Kft.).

2.2    Client – a legal entity ordering services from the Service provider under these GCTC.

2.3    Final Customer – a legal entity, to whom the components - being the subject matter of services provided according to these GCTC - are designated; Final Customer and Client may, but need not be the same person.

2.4    Component – element, article (commodity), semifinished (intermediate) product, substance or any combination thereof that is the subject matter of the services provided according to these GCTC.

2.5    Order – a document, by which the Client orders particular task and which is prepared, delivered and signed in compliance with Article IV of these GCTC. Acceptance of an Order by the Service Provider in accordance with Article IV of these GCTC shall constitute a contractual relationship between the Service Provider and the Client.

2.6    Task – a service or a set of services under these GCTC which relate to Components and which are provided on the basis of one particular Order.

2.7    Quality Department Operative – Client's responsible person appointed for the relevant Task in the Order; Final Customer's representative may also act in such a capacity if so decided by the Client, nevertheless the activity of such a person shall directly oblige the Client under these GCTC.

2.8    Service Provider's Staff – employees or other co-operating persons (individual entrepreneurs, legal entities) of the Service Provider or its subcontractors, who provide services on behalf of the Service Provider to the Client under these GCTC; they are mainly: operators, technicians, residents, co-ordinators.

2.8.1        Technician – Service Provider's responsible person for the Task in question identified in the Order.

2.9    Work Procedure – written key operating document containing a detailed description of individual steps implemented on Components that are the subject matter of the Task realization.

2.10    Worksheet – document confirming the type and scope of the provided Services, which is the background document for invoicing.

2.11    8D – ordinary procedure standardly used in the automotive industry in order to improve the production quality and to solve a variety of problems, including complaints.

Article III

Services

3.1    Services provided according to these GCTC include, without limitation:

a)    services concerning the quality supply of production and/or processes including, in particular, inspection of Components associated with sorting activities and corrective actions and additional modifications, if any;

b)    any other services associated with quality assurance of Components including, without limitation, production support, shop works, logistics and assistance services

(hereinafter referred to as the "Services" only).

3.2    Particular type and scope of the provided Services are specified in the contract/Order.

Article IV

Ordering Services

4.1    Services under these GCTC shall be provided based on the separate contract or under the specific, mutually confirmed Orders; when the Order is applied, a contractual relationship between the Service Provider and the Client enters into force upon the acceptance of Client´s Order prepared according to these GCTC by Service Provider. These GCTC shall become the part of contractual relationships established under the previous sentence.

4.2    The Order has to be recorded in writing, either in printed (hard copy or fax printout) or electronic form and it has to be delivered:

a)    electronically (especially via e-mail containing the scan of the paper-printed Order as the attachment or an electronic file with electronic signature allowing clear and unambiguous identification of the person acting on behalf of the Client);

b)    by fax or by hand.

4.2.1        Each Order shall contain:

a)    identification of the Component(s) representing the subject of the Services provided within the Task,

b)    definition and description of the ordered Services, including definitions of corresponding quantifiable units relating to the ordered Services (i.e. quantity, time) as far as it is possible related to the given Service,

c)    identification of the Task realization place (Article 6.1 of these GCTC),

d)    specification of the date of starting the Task realization,

e)    specification of the particular Technician appointed for the given Task,

f)    specification of the price for the ordered Services;

g)    name, surname, title/position of the person entitled to sign the Order on behalf of the Client;

h)    declaration of the Contracting Parties that these GCTC shall be the part of the contractual relationship established by the accepted Order.

4.2.2       Each Order may also contain:

a)    the estimated finish date of the Services;

b)    appointment of the Client's person authorized to sign the Worksheet,

c)    appointment of the Quality Department Operator,

d)    appointment of the Client's Financial Department Officer responsible for invoicing-related matters (person competent to organize invoice settlement),

e)    request for specific equipment provision by Service Provider (Article 5.7 of these GCTC);

f)    request for the partial Worksheets´form and frequency of their provision (Article 9.4 of these GCTC);

g)    Work Procedure (Article 5.1 of these GCTC),

h)    definition of special kind of costs, which the Client shall pay to the Service Provider (Article 11.4 of these GCTC);

i)    Order Number;

j)    request for delivery of the paper-form invoice (Article 12.3.2 of these GCTC),

k)    appointment of the person who shall receive the electronic invoice (Article 12.3.1 of these GCTC),

l)    other requests, conditions and arrangements, if any.

4.2.3        Order (or its attachment) may also include the appointment of more Quality Department Operators, as well as the sharing of powers/authorization resulting from these GCTC to each of them (i.e. entitlement to sign the Work Procedure or any amendments thereto, entitlement to handle complaints, etc.).

4.3    Orders shall be preferentially drawn up on blanks of order prepared by the Service Provider. Based on information and backgrounds delivered by the Client the Service Provider shall pre-fill the blank and then he shall send it to the Client. The Client shall send signed binding Order to the Service Provider after completion of missing data. In order to create the contractual relationship the Service Provider has to accept the Order; the acceptance shall be realized by the signature of the Service Provider's authorized person put on the Order (Article 10.1 of these GCTC). The accepted Order (as contract) becomes binding for both Contracting Party at the moment when the Service Provider delivers to the Client the accepted (i.e. duly signed by both Contracting Party) Order pursuant to Article 4.6 of these GCTC.

4.4    The Service Provider may – in its own discretion - also accept Order prepared by different way, as it is described in Article 4.3 of these GCTC (mostly concerning the order made by usind Client's own blanks), provided that such Order does contain at least “essentialia negotii” included into Article 4.2.1 of these GCTC.

4.4.1         When the Order pursuant to Article 4.4 of these GCTC lacks declaration pursuant to Article 4.2.1 letter h/ of these GCTC only, the Service Provider is still entitled to accept that Order, while the contractual relationship established pursuant to Article 4.4 of these GCTC shall enter into force at the moment of additional declaration pursuant to Article 4.2.1 letter h/ of these GCTC recorded in writing (Article 4.2 of these GCTC shall be applied accordingly); the Contracting Parties shall make such declaration prior to commencement of the Task, otherwise the Contract does not incurred.

4.5    The Client's Order shall be considered duly delivered, also when it was delivered to the Service Provider:

a)    in paper form in the hands of the Service Provider's authorized person (Article 10.1 of these GCTC), or

b)    by fax sent to the fax number given in the blank order sent by the Service Provider to the Client accordingly to the second sentence of Article 4.3 of these GCTC, or

c)    by e-mail sent to the Technician´s e-mail address given in the blank order sent by the Service Provider to the Client accordingly to the second sentence of Article 4.3 of these GCTC or by e-mail sent to the same address of the Service Provider, from which the blank order has been sent pursuant to Article 4.3 of these GCTC,

d)    by fax or e-mail sent to the address of the Service Provider's authorized person pursuant to Article 10.1 of these GCTC, when the Order has been prepared pursuant to Article 4.4 of these GCTC.

4.6    The accepted Order shall be considered duly delivered, when it was properly delivered:

a)    in paper form, in the hands of person on the Client's side, or

b)    by fax to the number given in the Order signed by the Client, or

c)    by e-mail sent to the e-mail address of the Client's person having signed the Order,

d)    by fax or e-mail sent to the number/e-mail address from which was that Order dispatched from the Client's side, in case of the Order according to Article 4.4 of these GCTC.

4.7    The Service Provider is not obliged to accept the Client´s binding Order. The binding Order ceases to be valid, when it was not accepted and delivered to the Client within 48 hours calculated from the time of its delivery to the Service Provider.

4.8    The another Client´s Order for identical Services provided after the conclusion of a contract/contractual relationship pursuant to this Article shall not be deemed a legally binding order and it shall be considered solely made for the Client's internal needs (e.g. SAP ERP), even if such an Order was confirmed by the Service Provider, i.e. such additional Order shall not modify or replace the original contractual relationship and shall be deemed an internal document of the Client only; this shall not apply in the case of definite cancellation or clear modification of the original Order, provided that such cancellation or modification is unambiguously, incontestably and directly stated in the later Order with a reference to the original provisions that are being cancelled/modified, or to the entire original Order identified by a concrete date (and therefore general statement declaring that new Order replaces all prior agreements or any similar provision will not be enough).

4.9    Any reference to an Order in the subsequent Articles shall be deemed reference to an accepted Order pursuant to this Article establishing a contractual relationship between the Service Provider and Client.

Article V

Implementation of the Task

5.1    A detailed description of the implementation of each Task has to be included in the Work Procedure prepared and signed jointly by a Technician and a Quality Department Operator, unless the Work Procedure has been annexed to the Order.

5.2    The Service Provider's responsible employee coordinates the implementation of a Task based on the Work Procedure.

5.3    Changes in the Work Procedure, if any, has to be made in the form of written amendments signed by the Technician and the Quality Department Operator; when the third party (i. e. the Audi Hungaria Motor Kft.) is involved in the Work Procedure, or, when the work area is held by a third party, the signatures of Quality Department Operator and Producer´s (Manufacturer's) representative are required. The amendment has to contain a description of the change and information about the precise time of its approval and/or the time when it is to become effective.

5.4    In order to implement the Task by due and proper way the Service Provider shall ensure a sufficient number of its employees (possessing the abilities, knowledge, efficiency and skills required for the given Task) realizing the Task.

5.5    The Technician is the Service Provider's responsible person for matters relating to the Task; he shall, without limitation:

a)    coordinate and manage the work of other Service Provider's staff involved in the implementation of the Task,

b)    participate in the elaboration of the Work Procedure in compliance with these GCTC and sign it on behalf of the Service Provider (including any amendments thereto), unless these GCTC stipulate otherwise,

c)    prepare Worksheets and partial Worksheets,

d)    perform activities in ensuring quality of the provided Services and in handling the complaint procedure pursuant to Article XIII of these GCTC,

e)    act as the Service Provider's contact for receipt of any suggestions, comments or requests relating to the Task; the Technician shall be informed without any delay about all organisational changes related to the Task implementation or about restrictions inhibiting due and proper Task realization,

f)    contact the Quality Department Operator whenever needed, but especially in order to ask for the necessary co-operation.

5.6    Unless agreed otherwise between the Client and the Service Provider, the Service Provider shall ensure basic equipment and accessories, tools and working material required for the implementation of the Task (i.e. marking pens, stickers, identification labels, pens, sheets of paper, forms, tapes and other consumables), as well as any equipment required to ensure safety and protection of health at the workplace, within the obvious range and the consumption (hereinafter jointly "Basic Work Aids").

5.7    The Service Provider and Client may agree that the Service Provider shall secure for its own staff as well as other work equipment or tools, such as desks, lighting fixtures, binding devices etc. (hereinafter the "Above Standard Aids"); otherwise they are to be secured by the Client. The corresponding agreement with detailed description/listing of the Above Standard Aids to be secured has to be specified in the Order.

Article VI

Place of Providing of the Services

6.1    Services according to these GCTC are provided mainly in the Client's premises or in the Final Customer's premises or on the Service Provider's premises. The exact place of providing of the Services and the costs associated with such place, if any, has to be specified in the Order.

6.2    The Client is obliged to ensure the Service Provider's employees involved in the implementation of any particular Task access to the place of providing of the Services, if located in the Client's or Final Customer's premises and to provide them with the required means (identification cards, name tags, etc.).

6.3    The Client is obliged to secure appropriate premises for providing of the Services and related activities (such as supply and removal of materials) and to equip such premises with appropriate devices allowing an efficient provision of the Services.

6.4    The Client shall be responsible to ensure that the place of the Service provision meets all the requirements set out in applicable legal regulations, in particular those dealing with occupational safety and health and fire protection.

Article VII

Time of Task implementation

7.1    The Service Provider undertakes to secure that any Task implementation shall commence at the time agreed upon in the Order, otherwise in the customary time, considering the location and accessibility of the place of Task implementation.

7.1.1    Compliance of the Service Provider with the time of the Task implementation commencement is conditional upon receiving the required co-operation to be provided by the Client/Final Customer pursuant to Article VIII of these GCTC.

7.2    The Duration of the Service provision (in hours) will be continuously recorded in the Worksheet prepared by the Technician and confirmed by the Client's appointed person (Article 9.3 of these GCTC).

7.3    The Duration of the Service provision is to be recorded in the Worksheet; it shall include also the time required for:

a)    transfers of materials through logistics operations,

b)    packaging,

c)    idle times not caused by Service Provider's staff,

d)    periods of time corresponding to duration of statutory breaks,

e)    time required for organizational arrangements in support of Tasks,

f)    elaboration of partial Worksheets (Article 9.4 of these GCTC), reports and final documentation for the Task.

Article VIII

Client's Co-operation

8.1    The Client shall provide the Service Provider all the co-operation required in connection with the Task implementation without limitation, such as:

a)    to provide all specialized technical information necessary for due and proper providing of Services;

b)    to provide the Components that are to be the subject of the Services and/or to provide access to such Components;

c)    to provide access to the place of Service provision;

d)    to secure working environment that is in conformance with the applicable legal regulations dealing with occupational safety and health;

e)    to give any required additional instructions and clarifications of requirements related to any particular Task;

f)    to secure work aids, tools and other equipment not provided by the Service Provider;

g)    to provide co-operation required under the provisions of these GCTC (for example Articles 5.1, 6.3, 7.2);

h)    to provide additional co-operation, in particular as and when requested.

8.2    When the Client fails to provide necessary co-operation to the Service Provider pursuant to previous item, the Service Provider is entitled to interrupt the provision of Services.

8.3    When the failure of providing of necessary co-operation by the Client results in interruption of the provision of Services, the Service Provider is not in delay with fulfilment of his obligations for the period of delay in the provision of co-operation under the Article 8.2 of these GCTC, and is not liable for any damage originating in relation to such interruption; in this case, the time of interruption of the provision of Services is considered downtimes that were not caused by the Service Provider’s employees under the Article 7.3 letter c) of these GCTC, for which the Service Provider is entitled for remuneration in the full amount, as if no downtime occurred.

8.4    If the Client fails to specify any Financial Department Officer responsible for invoicing-related matters in the Order, he is obliged to notify him to the Service Provider in a provable way within 10 days from the date when the Order was signed.

8.5    The provisions of this Article shall be also applied accordingly to the Final Customer, if the Task is implemented either on the Final Customer's premises or with the Components in the possession of the Final Customer; in such cases, the Client will be required to ensure the Final Customer's co-operation in the required extent (in particular according to the provisions of this Article) and he is responsible for the non-fulfilment of the co-operation by the Final Customer like this co-operation hasn´t been provided by the Client itself.

Article IX

Worksheet and partial worksheets

9.1    The Technician shall prepare the Worksheet on provided Services.

9.1.1    The Worksheet shall include:

a)    the number of hours spent by providing Services by all Service Provider’s staff, or

b)    the number of other measurable units quantifying the provision of Services, assuming that these were defined in the Order (Article 4.2.1 letter b/ of these GCTC), or

c)    remuneration for the provided Services.

9.1.2    The Worksheet may include:

a)    the list and quantity of Components that were subject matter of the provision of Services and/or kind of the provided Services,

b)    data on the quantity of identified defective Components and on the quantity of repaired Components,

c)    the number of the Service Provider´s staff involved in the Service provision,

d)    other facts as were agreed upon between the Technician and the Quality Department Operator.

9.2    The Worksheet shall be prepared after the Task implementation or upon expiry of the calendar month (if the Task implementation takes more than 60 days).

9.2.1    Subject to agreement between the Client and Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.3    Worksheets confirmed by the Client's person specified in the Order (Article 4.2.2 letter b/ of these GCTC) shall serve as the base for invoicing; if the Client failed to specify such person in the Order, the person referred to in Article 10.3 of these GCTC are entitled to sign the Worksheet. The Client's person who confirms the Worksheet shall also indicate his/her name, surname and position and/or title next to his/her signature. The Client's person whose task includes the confirmation of the Worksheet prepared by the Service Provider, is supposed to either, confirm, or comment on the Worksheet within five (5) days after the Client received the Worksheet and shall do so either by means of electronic message, letter or fax. If the Client failed to comment on the Worksheet within a specified time, the Worksheet is deemed approved, even if it was not approved within that specific time (so fiction of approval will apply). If the Service Provider demonstrates all of the Client´s comments duly, then the Worksheet shall be considered approved and such approval takes effect upon dispatching the revised new Worksheet.

9.4    Upon the Client's request, the Service Provider may also prepare partial Worksheets containing data requested by the Client and will be prepared in a form and/or at frequencies requested by the Client; but, the Service Provider has to prepare such partial Worksheets only at a specific situation, which is that if such obligation was included in the Order (Article 4.2.2 letter f/ of these GCTC). Partial Worksheets shall not serve as the base of invoicing, and shall serve only the Client´s needs.

Article X

Authorized persons

10.1.    The persons of the Service Provider authorized for signing the Order are:

a)    statutory representative of the Service Provider,

b)    chief clerk of the Service Provider, if appointed,

c)    director of the Service provider’s branch,

d)    Technicians,

each of them independently.

10.2    When Client does not appoint a specific Quality Department Operator in the Order, any member of the Customer’s staff (mainly the employee or co-operating person) is entitled to act according to these GCTC in the name of the Client, whose rank fits the specified function, while the Service Provider is not entitled to investigate, if the specified person oversteps – his powers or not; the action of such person binds the Client in full extent except the case if it has been demonstrated that the Service Provider knew about the exceeding of such authority, and fails to inform the Client about this fact without any unreasonable delay.

10.2.1    The Client has the right to notify, in a provable way, missing contact data on the respective Quality Department Operator, as well as change of these data, any time to the Service Provider; the notification has to state clearly who has signed it on behalf of Client.

10.3    The provisions of Article 10.2 of these GCTC shall apply similarly to the person of Client who is entitled to sign the Worksheet (Article 4.2.2 letter b) of these GCTC) if such a person is not appointed in the Order.

Article XI

Remuneration for Provided Services

11.1    The Client undertakes to pay remuneration for the Services provided by the Service Provider in the amount agreed in the Order and these GCTC beforehand.

11.2    The relevant legal VAT rate will be added to remuneration. Remuneration will be invoiced, in accordance with the provisions of this Article, according to the actual number of hours of providing Services and/or other quantifiable units (Article 4.2.1 letter b) of these GCTC) at which the Services were provided and as specified in a confirmed Worksheet.

11.3    Besides the remuneration for provided Services specified in the Order, other Surcharges may be added:

a)    at nights (18.00 – 06.00) 30%

b)    on Saturdays 100%

c)    on Sundays and on other non-working days (public holidays) 100%

If different amount of Surcharges are agreed or if the payment of the Surcharges are excluded, then the provisions of the Order shall prevail.

11.4    Besides the remuneration for performed Services, the Client is obliged to reimburse the specific costs for the Service Provider, agreed in the Order.

Article XII

Payment conditions and sanctions

12.1    Remuneration for provided services is due on the basis of the invoice issued by the Service Provider:

a)    after completion of the task; or

b)    after the end of the given calendar month for services provided in the given month; or

c)    after the end of the calendar week, if remuneration for services provided in the given calendar week exceeds EUR 2,000.00.

12.2    The invoice is due 14 days from its delivery to the Client unless longer maturity date is specified in the invoice. If earlier maturity data is stated on the invoice than the date specified in this Item, maturity date specified in this item shall be decisive for delay of the Client in settlement of the invoice.

12.3    The Client consents to making out its invoice in an electronic form, when he sent his Order to the Service Provider (Article IV of these GCTC).

12.3.1    The Service Provider will send invoices preferably to the Client's person issuing the Order, or to the person the Client named in the Order; nonetheless, invoices may be mailed also to the Client's general e-mail address as known to the Service Provider or as specified on the Client's web page, in particular if the invoice is returned as undelivered from the addresses referred to in the first part of the sentence before the semicolon, or if no notification confirming the receipt is returned from such addresses.

12.3.2    The fact that the Client requires also/only a paper copy of the invoice must be expressly stated in the Order. The Service Provider may also comply with the Client's request to provide a paper copy of an invoice sent in later.

12.4    The invoice must meet all requirements of the tax document, must be issued in accordance with the provisions of these GCTC, and must be duly delivered to the Client.

12.5    The copy of the relevant confirmed Worksheet demonstrating legitimacy of invoicing must be enclosed to the invoice.

12.6    In case of any delay with the invoice settlement, the Client shall pay to the Service Provider interest on late payment from the time of default calculated by the central bank base rate in effect on the first day of the calendar half-year to which it pertains, or - if the monetary debt is to be satisfied in a foreign currency, by the base rate of the issuing central bank, or failing this, by the money market rate. For the purposes of calculating the interest, the central bank base rate in effect on the first day of the calendar half-year affected shall apply to the entire period of the given calendar half-year.

Article XIII

Guarantee of quality and liability for defects

13.1    The Service provider is a holder of certificates of the Integrated Management System ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 guaranteeing the quality of provided Services. The Service provider shall provide Services with professional care and in the quality guaranteed in accordance with the aforementioned certificates.

13.2    In order to assure the required quality of Services, the Service provider shall continuously monitor them and shall immediately notify the Quality Department Operator through the Technician about any obstacles at Client´s side which prevent to achieve the required quality of provided Services; when the Technician provides such information orally, he shall repeat it as well in the form of e-mail or fax to the Quality Department Operator, if his contact data are specified in the Order, or if the Client notified them to the Service provider in accordance with Article 10.2.1 of these GCTC. The Quality Department Operator is also entitled to inspect the observance of the quality of provided Services, and in case of any doubts about this quality he has to inform the Technician immediately. Next to the consultation of incurred concerns regarding quality of provided Services with the Quality Department Operator, the Technician shall enact the repeated inspection of Components together with elimination of their possible defects; he also prepares about this fact the written record which has to be signed by Technician and Quality Department Operator. If the repeated check of quality reveals faulty performance of Services, the Service Provider will not be entitled to any compensation for the time corresponding to the duration of the repeated check. If no faulty performance is revealed by the repeated check, the time corresponding to the duration of the repeated check recorded in a Worksheet will be deemed time of provision of Services for which the Service Provider will be entitled to a compensation in line with the provisions of these GCTC.

13.3    If it is revealed after the Services will have been performed, and in any case during the first incorporation of Components into relevant equipment whose first direct part is a Component (such as a larger component, system component, module, integrated module, automobile, etc.) at the latest, that the Services have not been provided at the guaranteed quality, the Client will be required to notify the identified defects in the provided Services in writing to the Service Provider (hereinafter referred the "Complaint") without undue delay, but at the latest within 5 days after the Client has become aware of the relevant defect, otherwise the Client's right to enforce any claim(s) under the liability for defects in the provided Services will cease to exist after the lapse of the above time limit.

13.4    The Service Provider will not be liable for defects occurring as a result of:

a)    improper or incorrect handling of the subject of performance of Service by a person other than the Service Provider after the Service has been performed,

b)    the fact that the Service Provider marked the subject of Services, or any of its part, as unfit for use and/or not meeting the requirements resulting from the Work Procedure and the Client (or a Client's person, such as the Final Customer) has released such item for subsequent use and/or in further circulation despite such fact,

c)    defects/insufficiencies in the Work Procedure which, nonetheless, have been approved by the Client,

d)    a Force Majeure event; for the purposes of these GCTC, a Force Majeure event is deemed (without limitation) a war, invasion, acts of foreign adversary, foreign adverse acts, civil war, mutiny, acts of civil disobedience, consequences of military or usurping powers, confiscation or nationalization or seizure or destruction under an order, or in the course of execution of any order issued by governmental or other public bodies, consequences of the use of any military weapons utilising nuclear fission or radioactivity irrespective of whether at the time of peace or war, industrial incidents, natural disasters, protracted power failures, crisis and/or other emergency circumstance(s); however, events such as, without limitation, shortage of qualified labour force, non-performance of obligations by persons cooperating with the Contracting Parties, unfavourable economic situation of a Contracting Party will not be deemed Force Majeure events.

13.5    The Client will be required to provide the Service Provider with all the necessary co-operation (particularly, but not limited to the Service Provider’s request) required in the process of verification of a Complaint; the Client is mostly required to provide photo documentation, background documentation, records of communication, data held by the Client or the Final Customer and information relating, or possibly relating to the Complaint and/or the Service being the subject matter of the Complaint.

13.5.1    Breach of the Client´s obligation referred to in Article 13.5 of these GCTC results in voiding of any entitlements under defects about which the Complaint has been made.

13.6    The Complaint settlement has to commence without undue delay after its claiming, at the latest within 10 business days, and has to be resolved in the shortest possible time. The Service Provider shall either recognize or refuse a Complaint within 15 days of its claiming.

13.6.1    When the Service Provider confirms a Complaint, the Client shall be entitled for free removal of the defect, unless the Service Provider and Client provably agreed on a different manner of Complaint settlement.

13.7    When the Client normally uses 8D-Report, the Service Provider shall provide to the Client an 8D-Report according to 8D time limits.

13.8    When a written record on manner of Complaint settlement is made, such record has to be signed by the Client and the Service Provider's authorized person referred to in Article 10.1 of these GCTC. The Client is entitled to present any comments or own opinions in the written record.

13.9    The Contracting Parties always have the possibility to agree on an alternative manner of handling and/or resolution of a Complaint in the written report on manner of Complaint settlement.

Article XIV

Ownership of Components; Liability for Damages and Compensation for Damages

14.1    The Service Provider shall not become the owner of Components received for the purpose of the Task implementation.

14.2    The Service Provider shall be liable for any inflictions made by his employees, causing any damage, loss or destruction of Components received by the Service Provider from the Client (and/or Final Customer) for the purpose of the Task implementation, provided that the mentioned conduct occurs during the Task implementation time; however, the Service Provider shall not be liable for such infliction, when the damage, loss or destruction of Components occurs regardless this infliction, or when it is a conduct, by which the Service Provider's employee averted a direct threat caused not by him, or if the damage was caused in defence against an imminent or continuing attack.

14.3     When a damage occurs, and pursuant to Article 14.2 of these GCTC the Service Provider is liable for it, the damage shall be compensated through restoration in the original condition or pecuniary compensation; the right of choise belongs to the Service Provider.

14.4    Limits of compensation

14.4.1 When the entitlement to a damage compensation occurs, the Service Provider will compensate for full damage and in any case up to 25% of the value of a Task according to the Order, and up to 25% of the monthly volume of the Task to which the damage relates in the case of long-term Tasks (the implementation of which extends beyond 30 days). Long-term Tasks shall be deemed Tasks that take more than one month to implement and the maximum limit of compensation for damage shall not exceed (regardless of the preceding limits) EUR 100,000.- for each separate Task according to an Order.

Article XV

Delivery of Documents, Confidentiality of Information and Confidentiality Obligation

15.1    Any notices, requests, demands, requests for consent or any other communication served by one Contracting Party to the other in e-mail, fax or documentary forms shall require a response from the other Contracting Party in the same or similar manner, i.e. response has to be made also in e-mail, fax or documentary form allowing for unambiguous recording of the contents of the response. In the case of non-compliance with the form of the response, the burden of evidence with respect to the contents and delivery of the response rests on the sender.

15.2    Contents of a fax transaction shall be deemed delivered if the sender can obtain a fax machine-generated printout confirming its error-free delivery. If any problem of technical nature occurs during the process of transmission of fax rendering the contents of the message impossible to read, the receiving Contracting Party is required to inform thereof the sending Contracting Party without undue delay and to request repeated delivery of the fax message and/or delivery in an alternative way. The Service Provider receives fax communication on working days from 8:30 o'clock until 15:30 o'clock (hereinafter referred to the "Operation Hours"); fax messages delivered to the Service Provider outside the above Operation Hours shall be deemed delivered at the beginning of the subsequent Operation Hours (i.e. at 8:30 o'clock of the next immediately following working day).

15.3    Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to be delivered has been received; only an automatic reply without intervention of the addressee shall not be deemed proof of due and proper delivery.

15.4    Written communication exchanged between the Contracting Parties shall be deemed duly delivered:

a)    on the date of its actual delivery to the addressed Contracting Party;

b)    on the date of futile expiry of the time limit for collection at the post office, also if the addressee was not aware of the deposition;

c)    on the date of an unsuccessful attempt to deliver the communication, if the delivery was obstructed by intentional act of the addressee, in particular by addressee's refusal to receive the communication.

15.5    The Contracting Parties shall treat confidential all and any facts of which they become aware in association with performance provided under a contractual relationship established according to these GCTC and which relate to the other Contracting Party, if such information is of a provable commercial significance to the other Contracting Party or other competitors on the market.

15.5.1    Confidential information shall also be deemed all facts and information comprising trade secrets in the sense of Section 2:47 as well as 2:55 of the Act No. V from 2013, the Civil Code of Hungary, as amended, and also any information provably and unambiguously identified as confidential by the other Contracting Party. Without prejudice to the above statements trade secrets shall include any fact, information and other data, or a compilation thereof, connected to economic activities, which are not publicly known or which are not easily accessible to other operators pursuing the same economic activities, and which, if obtained and/or used by unauthorized persons, or if published or disclosed to others are likely to imperil or jeopardize the rightful financial, economic or commercial interest of the owner of such secrets, provided the lawful owner is not subject to actionability in terms of keeping such information confidential. Commercial secrecy shall also apply to technical, economic and other practical knowledge of value held in a form enabling identification, including accumulated skills and experience and any combination thereof (hereinafter referred to as „know-how”), if acquired, used, disclosed or published in violation of the principle of good faith and fair dealing. This protection shall not apply where a person obtains the know-how, or any knowledge which essentially has the same attributes:

a)    by means of development independent of the proprietor; or

b)    by way of testing or analyzing a lawfully acquired product or lawfully received service.

15.5.2    Confidential information shall also be deemed any information of technical, trade or commercial nature (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, charts, training materials, formulas, sketches, models, samples, procedures, ideas and inventions (also if not subject to special protection), data, software, or documentation in any form, whether on any material carrier or provided verbally, as well as information received from a person other than a Contracting Party, provided that such other person is subject to the confidentiality obligation. Confidential information shall also be deemed information concerning the situation of either of the Contracting Parties, its products, processes and performance.

15.5.3    To avoid disputes about the nature of information, the Contracting Parties have agreed that a Party disclosing information that is required to be deemed confidential to the other Party, pursuant to the provisions of this Article, shall unambiguously mark such information as confidential.

15.6    The confidentiality obligation shall not apply to facts that:

a)    are or will be made available to employees or third persons in relation to performance of activities under the contractual relationship established pursuant to these GCTC on the "need to know" basis due to their work position, office held and/or their role in the performance under the contract, provided that the relevant Contracting Party is required to inform such person about the confidential nature of the disclosed information;

b)    were provably obtained from a third person that is authorized to disseminate such information; or

c)    have been developed by a Contracting Party independently and without using any confidential information according to the provisions of this Article.

15.7     The following will not be considered a breach of the confidentiality obligation:

a)    disclosure of information to third persons holding an interest in the company of either of the Contracting Parties, provided that such persons are informed in advance about, and subjected in writing to the confidentiality obligation;

b)    disclosure of information to legal advisors or other representatives, who are required to abide by the confidentiality obligations by the operation of law, for the purpose of due and proper performance of their activities, provided that such persons has to be informed in advance of the confidential obligation related to the matter in question;

c)    disclosure of information after the other Contracting Party's prior written consent to the disclosure of individual information protected by the confidentiality obligation has been obtained;

d)    disclosure of information to relevant authorities for the purposes of judicial proceedings, arbitration proceedings and/or proceedings before any other public authority, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings);

e)    disclosure of information to a governmental, bank, tax or other authority with supervisory powers that is authorized and competent to request such information in compliance with the applicable legal regulations, provided that such authority has to be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings),

f)    disclosure of information a Contracting Party is required to make by the operation of law.

15.8    The Contracting Parties are further making themselves obliged to protect any information pertaining to the other Contracting Party that are subject to confidentiality pursuant to this Article at least in the same extent as if such Party's own information was concerned and undertake to impose a confidentiality information of the same scope also on their organizational units/branches, managerial staff or employees (and/or co-operating persons) coming in contact with such information and each of the Contracting Parties shall be fully liable for breaches of obligations by such persons.

15.9    The confidentiality obligation shall continue for the term of the contractual relationship established in conformance with these GCTC and thereafter for three (3) additional years and shall pass onto the Parties' legal successors in title, if any.

Article XVI

Common and Final provisions

16.1    These GCTC, including any Order as well as separate contracts (Article 16.1.1 of these GCTC) shall be governed by and construed in accordance with the laws of Hungary. Contractual relationships between the Contracting Parties not regulated in these GCTC or any Order shall be governed by the law of the country where the Service Provider has his habitual residence (i. e. Hungary) including, without limitation, the applicable provisions of the Act No. V from 2013 (the Civil Code, especially the rules dealing with contracts for work). Should these GCTC and/or the Order regulates some relationships between the Contracting Parties in a different way than the law, the GCTC and contractual regulation shall prevail, provided that the contradiction relates the dispositive provisions of the law. When a conflict between these GCTC and an Order occurs, preference should be given to the Order.

16.1.1    When a contractual relationship between the Service Provider and Client has been established under a separate contract (i.e. not under an Order pursuant to Article IV), references in these GCTC to Orders shall be references to such separate contracts.

16.2    For the purposes of determination of jurisdiction, the place of performance under contract shall be deemed the place of the Task implementation (Article 4.2.1 letter c/ of these GCTC).

16.2.1    If the provisions dealing with conflicts of law allow for the choice of a particular governing law, relationships between the Service Provider and the Client, established according to these GCTC, shall be governed by the Hungarian law. Should the conflict of law provisions allow for the choice of jurisdiction, then any disputes between the Service Provider and the Client arising out of contractual relationships established according to these GCTC shall be resolved by the competent Hungarian courts.

16.3    These GCTC shall become valid and effective on the date specified in the heading. As on the same date, the GCTC issued by the Service Provider on 1 February 2011 cease to be valid and effective; nonetheless, contractual relationships established under Orders incorporating then valid GCTC shall be governed by the then valid GCTC.

16.4    The Service Provider is entitled to unilaterally amend these GCTC at any time. The Contractual relationship between the Client and Service Provider established according to a particular Order shall be governed by the GCTC as valid and in effect at the time of proper delivery of the confirmed Order to the Service Provider.


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