Questions & Answers

General Terms And Conditions

GENERAL TERMS AND CONDITIONS FOR DELIVERY OF SCITEC NUTRITION PRODUCTS

I. General provisions

1.1.  The contractual relationship between the Supplier and the Customer regarding the delivery/ordering of the Products and/or other services shall be governed by the confirmed order (hereafter referred to as the “Purchase Order" or "Order" ) and this General Terms and Conditions (the “GTC”). The Supplier's offer of these products and/or services, and the Purchase Order are documents reflecting the consensus of the Parties to exercise their rights and perform their duties under this GTC. The provisions of the General Terms and Conditions shall prevail over any issues not settled in the Purchase Order. This GTC is applicable for all Customers who place orders with the Supplier. The Supplier makes the GTC available on its website.

1.2. The GTC and the Purchase Order together constitute a full agreement between the Parties regarding the order and delivery of the Products. By placing a Purchase Order, the Customer acknowledges and accepts the provisions of the current GTC, and that they have reviewed the GTC. The Supplier ensures that according to the provisions of the Civil Code 6: Section 78 (2), the GTC does not contain any conditions that differ materially from the ordinary contractual practice and the provisions of  contracts, or from any other provision of a contract previously applied between the Parties. The Customer's terms and conditions concerning delivery and ordering which contradict the GTC shall not be applicable. If the Parties intend to amend or divert from any of the provisions of this GTC, they may enter into a separate agreement in writing.

1.3. The Supplier may amend this GTC unilaterally. Before amending any provision of the GTC, the Supplier shall notify the Customer using the contact details indicated in the Purchase Order at least 14 days in advance of any amendment.

II. Definitions

2.1. The terms in this GTC shall mean the following:

"General Terms and Conditions" or "GTC": shall mean the Supplier's general contract terms and conditions specified in this document.

"Contract": shall mean this GTC, the Purchase Order and other individual or separate agreement of the Parties, if any.

“Purchase Order orOrder”: shall mean any order or similar document confirmed by the Supplier relating to the delivery and payment of the Products between the Customer and the Supplier.

“Incoterms 2010 DAP - Delivered to Terminal": shall mean the shipping conditions where the Supplier arranges the authorizations of the Products to be exported and to bear all the risks and costs associated with the delivery to the designated place but is not responsible for unloading. The Customer is responsible for all the costs and risks associated with the unloading of goods, and for the authorizations of the goods to be imported into the country of delivery.

"Incoterms 2010 FCA – Free Carrier": shall mean the rules for transport where the Supplier delivers the Products to the carrier or another person nominated by the Customer at the Supplier’s premises or another named place.

“Product or Products”: shall mean products either manufactured (or to be manufactured) or sold by the Supplier, including, without limitation, any products sold by affiliated companies of the Supplier, included in the current price list. Supplier may on its sole discretion at any time decide to cancel the manufacture of any Product and to review the price list ,to add or remove Products from it.

“Minimum Order Amount” shall mean the price or quantity of the Products required per order by the Supplier.

“Supplier/Scitec”: shall mean Scitec Ltd. (registered address: H-2120 Dunakeszi, Csörsz árok köz 2., Hungary, registration number: 13-09-178132, VAT number: 12299953-2-44).

“Territory”: shall mean the administrative territory of the country where the Products are sold by the Customer.

“Customer”:  shall mean a legal entity which places an order to the Supplier.

“Third Party”: shall mean all legal entities other than the Parties and their affiliates.

“Documentation”: shall mean the file of documents and studies assembled and prepared in an appropriate form in respect of the Products including all information, processes, techniques, and data relating to the Products as far as is necessary to register the Products as food supplements in the Territory.

“Confidential Information”: shall mean any confidential or proprietary information of either Party relating to the Products, the Parties’ business or this Agreement, including but not limited to information related to any research project, work in process, future development, recipes, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data computer programs, disks, diskettes, tapes, marketing, business plan, customer data, and other technical, financial, legal or personnel matter, whether in oral, written, graphic or electronic form.

III. Purpose

3.1.  The Supplier shall deliver the Products to the Customer or transfer the possession of the Products by other means, and the Customer shall purchase the Products according to the provisions of the Contract.

3.2. The Supplier does not grant the right of exclusivity, or any similar rights to the Customer.

3.3. The purchase price, payment terms, minimum ordering requirements, and delivery terms are settled in the Order and/or in other specific agreement, if any, of the Parties.

IV. Non- or late deliveries

4.1. If the Supplier fails to deliver the Product on or before the delivery date specified in the applicable Order, the Supplier shall provide the Customer with the precise new date of delivery. If the Customer, in good faith, based on objective and reasonable grounds that are accepted by the Supplier, cannot accept the new date specified for delivery by the Supplier, or if the Supplier delays the delivery more than ten (10) days after the newly specified date to which the Customer has agreed, then the Customer may cancel all or a portion of the affected Order or Products on that order, without any obligation to Supplier.

4.2. If the Customer fails to pay the price when due, the Supplier may (i) charge the Customer a late interest on amounts overdue - the late interest rate shall be 2X (1 month EURIBOR 3%) - on the past-due balance; (II) cancel or delay shipment of the Products (III) cancel the Contract with immediate effect. In case of late payment, the Supplier shall be entitled to claim flat rate collection cost according to the Act IX. of 2016.

4.3. In the case of deferred payment, the Customer grants the Supplier the right to repurchase. The Supplier may repurchase the unpaid Products with its unilateral written statement to the Customer. This right of repurchase may be exercised from the date of the Customer's payment delay until the full purchase price is received by the Supplier - in case of any delay or nonpayment - together with the late payment interest, flat rate collection cost and other expenses. The repurchase price is the same as the purchase price of the Products. The Supplier exercises its right of repurchase on its sole discretion or shall decide to enforce its claim otherwise. The exercise of the right of repurchase shall not exempt the Customer from paying the remaining uncollected debt to the Supplier.

4.4. The Customer shall not withhold payments to Supplier due to any set-off, counterclaim or similar deduction.

4.5. In case of full or partial non-payment of the Customer, the Supplier may transfer its claim to a Third Party to collect the Customer’s outstanding debts.

4.6. If the receipt of the Products is delayed for reasons attributable to the Customer, the Supplier shall be entitled to impose late performance penalty from the first date of the delay. As regards the penalty rate for late delivery is half (0.5) percent of the total contractual value of the late received Products. Until delivery delay of thirty (30) calendar days, the Supplier is not entitled to cancel the Contract. In the event of a delay exceeding thirty (30) calendar days, the Supplier shall be entitled to cancel the Contract and charge the Customer with a non-performance penalty, the rate of which shall be equal to fifteen (15) percent of the total contractual value of the Products received late. The maximum amount of the late performance penalty is also fifteen (15) percent, but the Supplier shall apply only one of the penalties regarding each item. The Customer shall pay the invoice issued by the Supplier for the penalty within 15 (fifteen) days upon receipt. In the event of the Client's delay or non-performance, the Supplier shall be entitled to claim his damages exceeding the liquidated damages.

V. Obligation and responsibility of the Supplier

5.1.  The Supplier, the facility in which the Products are manufactured, and all equipment utilized in the manufacturing and supply of the Products are in full compliance with all applicable laws and the GMP requirements for food and food supplements.

5.2. The Supplier holds and shall continue during the term of this Contract to hold, all licenses and permits necessary or required for the Supplier to conduct its operations and business in the manner currently conducted, and as otherwise contemplated herein. If any such license or permit is suspended or withdrawn, the Supplier shall immediately discontinue the manufacture of the Products.

5.3. The Supplier shall produce the Products in accordance with and comply with all EU and Hungarian rules and regulations applicable to food and food supplements which are related to the Product. The Supplier provides no warranties, guarantees, responsibilities or representations, whether express or implied, and the Supplier hereby disclaims all express or implied warranties, including without limitation, those of merchantability and fitness for a particular purpose provided that the Parties agreed otherwise in the Order.

5.4. The Supplier shall keep the Customer informed of its range of available publications and the product manuals produced for promotion, usage, and service of the Products. This information is available primarily at the Supplier’s website.

5.5. The Supplier shall ensure that the evaluation of risks caused to human health when using the Products is made at least according to the law and common prevailing practices of the EU.

VI. Responsibility of Customer

6.1. The Customer is solely liable for ensuring that the Products may be placed on the market based on their composition according to the relevant provisions and for the suitability for human consumption, safety, usage of each Product, marketing, sale, use, packaging, labelling, distribution, and disposal of the Product. Should the Customer fail to do so, the Customer is not entitled to claim any damages against the Supplier.

6.2. Furthermore, the Customer is solely responsible to ensure that the Products do not violate any Intellectual Property Rights of any Third Party which would render unlawful the manufacture of the Products or the sale of the Products in the Territory. The Products are manufactured and produced on the condition that the Customer shall be responsible for all intellectual property decisions concerning the finished Product. Customer shall carry out its own independent tests to determine the suitability of the Products for its purpose. All risks arising out of the use of the Products are assumed by the Customer since the conditions of use are beyond the Supplier’s control.

6.3. The Customer shall sell the Products in the condition in which they were prepared for sale, and for no reason shall change the appearance of the packaging unless otherwise agreed to by the Parties in writing in advance. In particular, the Customer shall not remove, alter, or add patent numbers, trade names, trademarks or place its own trademarks, identifiers, symbols or texts on the Products. The Customer is obliged to ensure that the Products are resold to the consumers only in the original condition, in their original packaging. Violation of this provision is a serious breach of the Contract, and may also be a violation of the relevant food safety regulations for which the Customer has a personal responsibility.

6.4. The Customer shall not sell or offer for sale, any Products with damaged packaging or label.

6.5. The Customer shall be solely responsible for product information and labelling placed by Supplier on the Products or their packaging under the instruction or request of the Customer. The Customer shall be solely responsible for ensuring – according to section 6.2. –  that trademarks, commercial names and brands, slogans and similar identifiers put onto the packaging of the Products do not breach any Third Party’s Intellectual Property Rights. The Customer shall not change the information placed on the packaging of the Products and Product labels by the Supplier, without the Supplier’s prior written consent.

6.6. The Customer is obliged to fulfill warranty obligations of the Products sold by him in retail trade to the consumer in accordance with the applicable legal regulations of the Territory.

6.7. The Customer is obliged to provide exact company details to the Supplier, which the Supplier is entitled to manage under applicable laws. In the event of any change in the Customer’s company details or in major factors affecting the Client's business or management, the Customer shall immediately inform the Supplier in writing.

VII. Ordering and Delivery

7.1. The Customer shall place Purchase Orders either in writing or via telefax, email, or the Supplier’s website (following the implementation of a solution for ordering via website).

7.2. The Supplier on its sole discretion may accept Orders via telephone. Within five days after the Customer places the order, the Supplier will confirm the Costumer’s Order in writing or via email, including the purchase price, payment deadline, the terms and conditions of the delivery and the list of ordered products. The Supplier shall inform the Customer about the details of the delivery. The Customer shall approve the Supplier’s confirmation, including the purchase price, payment, and delivery terms.

7.3. Orders placed via email, shall be placed using the Excel spreadsheet sent previously by the Supplier, and indicating the quantity of Products equal to or exceeding the Minimum Purchase Requirement. The Purchase Order shall be confirmed by the Supplier according to the section 7.2.

7.4. The Supplier shall perform the delivery, however the Customer acknowledges that the Supplier is entitled to cancel the Order or any part of it at the Supplier’s sole discretion or to refuse it, in particular in cases of product shortage or the amount/quantity is below the Minimum Order Amount. The Supplier is not liable for any loss or damage caused by non-confirmation or non-acceptance of the Purchase Orders.

7.5. The Supplier’s declarations made prior placing any Purchase Order cannot be regarded as an intent to conclude any express agreement, and cannot be considered as an offer to conclude such agreements, furthermore the Supplier is not bound by its communications and declarations until the order has been confirmed.

7.6. The Customer may cancel any order prior to the Supplier’s confirmation of such order. If the Supplier performs the Order in installments and part of the Order were confirmed by the Supplier, the Customer may terminate the Purchase Order only for the parts not confirmed by the Supplier. The Customer has an obligation to compensate for the damage caused to the Supplier by exercising the right of cancellation or termination. The Customer shall not cancel any Purchase Orders already confirmed by the Supplier.

7.7. Deadlines, forecasts, and other terms of delivery of Products are included in the Purchase Order.

7.8. The Supplier shall be responsible to perform the confirmed Purchase Order. Purchase Order may be considered to be confirmed by Supplier only in writing and the confirmation shall be accepted by the Customer according to the section 7.2.

7.9. The place of performance is determined in the Purchase Order in respect of Incoterms 2010 DAP (delivered at Place) or Incoterms 2010 FCA (Free Carrier) parity.

7.10. If the Supplier or its designated carrier delivers the Products to the Customer, the Supplier shall be responsible for ensuring the proper storage conditions during delivery. If the Products are delivered by the Customer or by his designated carrier, the Supplier informs the Customer of the delivery and storage requirements that the Customer and his carrier are obliged to comply with.

7.11. Upon Supplier’s performance, signed and dated receipt shall be handed over to the Customer. If the Customer shifts the Products to a third country, Supplier shall make all necessary Documentation available to Customer for the purposes of customs clearance and other delivery requirements.

7.12. Risk of loss of all Products shipped hereunder shall pass from Supplier to Customer in accordance with the agreed delivery terms FCA or DAP Budapest Incoterms 2010.

7.13. In making and performing under this GTC, Parties act and shall act at all times as independent contractors, nothing contained in the GTC shall be construed or implied to create the relationship of partners, agents or of employer and employee.

7.14. The Customer shall buy and sell the Products in its own name on its behalf using its own pricing and marketing strategies.

VIII. Receipt of Products

8.1. The quantity and quality of the Products will be checked upon receipt. Upon failure in performance, the Parties shall make a record about the failure and its circumstances. The Customer shall immediately - but within 8 days from the receipt at the latest - notify the Supplier of any defects in the Products that were not recognizable – having taken all reasonable care - at the time of receipt. If the Customer fails to disclose this information, including any defaults that were not apparent with reasonable visibility, the Products shall be deemed to be in accordance with the Supplier's obligations and, accordingly, the Customer shall be considered to accept the delivery of the Products in question and the Supplier is not liable to the Customer in respect of the delivery and the delivered Products.

8.2. In cases of properly notified objections which are found justified by the Supplier, the Supplier shall replace the defective Products as quickly as possible but not later than 30 days, free of charge, and quantita­tive deficiencies shall be made up free of charge. To the extent payment for such defective Products had not been made, payment shall be postponed until such replacement quantities are received and accepted by the Customer. However, in case of quantitative deficiencies, Customer may only retain the fees and charges related to the wanting quantity.

8.3. If Supplier does not acknowledge the defect of such Products, which Customer has found to be defective, the Parties shall endeavor to settle such disagreement amicably and constructively between themselves. In the event that the Parties fail to agree within four (4) weeks after receipt of the notice of defect, the Parties agree to nominate an independent, reputable laboratory, acceptable to both Parties, which shall examine representative samples taken from such delivery. In case of disagreement between the Parties regarding the nominated laboratory, Supplier may select said laboratory. The result shall be binding on both Parties. The charges for such examination shall be borne by the Party found to be at fault.

IX. Price and payment

9.1. The Price of the Products are determined in the Purchase Order.
9.2. Supplier calculates the applicable prices on the date of Order, such prices are calculated either in EURO (EUR), GBP, Hungarian Forint (HUF), or in American Dollar (USD), unless otherwise stipulated, plus additional amount of VAT is/as applicable from time to time.  Supplier is entitled to amend the price of the Products and applicable pricelist at any time in its sole discretion.
9.3. The Customer shall pay the full amount invoiced in the currency specified and within the payment deadline set out in the invoice. The payment deadline is determined by Supplier and the invoice shall be paid in advance. In case of bank transfer all bank charges and exchange costs shall be borne by the Customer.
9.4. The Supplier may offer deferred payment to the Customer. In this case the Supplier may request the Customer to provide Supplier with bank guarantee, parent company guarantee, caution or suretyship on the agreed terms to secure the Customer’s payments. The costs incurred in connection with providing such security shall be borne by the Customer. The Customer expressly acknowledges that the Supplier is entitled to decide unilaterally on deferred payment in its sole discretion and that the deferred payment may be withdrawn unilaterally by the Supplier at any time. The Customer also accepts that the Supplier may be entitled to unilaterally raise or reduce the maximum amount of the deferred payment at any time.

9.5. The Supplier - even in case of approved deferred payment - reserves the right to perform deliveries at Supplier's own discretion only for payment in advance:
a)    if the Customer's economic circumstances deteriorate (as considered so by the Supplier)
b)    if the Customer fails to comply with any of his obligations to the Supplier, or
c)    if the Customer's legal or economic circumstances have been adversely affected and therefore his creditworthiness is questionable.

9.6. The Customer shall report any significant change in its company data to the Supplier, and should that change (as considered so by the Supplier) affect the Customer’s creditworthiness negatively, the Supplier shall be entitled to cancel all or a portion of the Contract or to waive the payment extension/deferrals granted to the Customer. The Supplier is particularly entitled to take the above steps if the Customer becomes subject to enforcement, cancellation, termination, liquidation or bankruptcy proceedings, or the Customer otherwise goes insolvent or its tax number is canceled.

X. Product notification/registration:

10.1. The Parties agree that the product registration/notification required for the Products to be distributed in the Territory shall be the responsibility of the Supplier, however the Supplier may decide otherwise if justified by the particular circumstances. If the Products will be registered by the Customer, the Supplier shall provide the Documentation required for registration.

10.2. The Supplier is entitled to authorize the Customer to use the Documentation in the Territory.

XI. Product recall:

11.1. Each Party shall give the other Party immediate notice of any occurrence that comes to its attention that involves:
(i)    any material complaint about the safety or quality of the Products, including a claim for damages in connection with injury of life, physical integrity or health following consumption of such Products (that is plausibly related to the consumption of such Products);
(ii)    the removal of any item manufactured by either Party from the market for food safety by a retailer or any governmental authority of any country; and;
(iii)    any other matter arising out of the Contract that must be reported to a governmental authority.

11.2. If any withdrawal or recall of Products results from the Supplier’s responsibility, and such responsibility is assumed by the Supplier or confirmed by a legally binding court or authority decision, the Supplier shall reimburse the Customer for (i) all proven out-of-pocket costs incurred by the Customer to effect the withdrawal or recall, (ii) the purchase price and other amounts paid to the Supplier by the Customer in respect of such recalled or withdrawn Products and (iii) the Customer’s cost for packaging of such recalled or withdrawn Products. In the event that the reason for the recall of the Product is required by law, the costs of recall are borne jointly and equally by the Parties.

11.3. The Supplier may accept a return at its sole discretion, or subject to the prior agreement between the Parties. Products with guaranteed quality date below 1 (one) year, changed label or without the original label may not be subject to negotiations on returns (even in case of product recall), unless the Parties agree otherwise. The Supplier neither accepts Products as return in open or destroyed container. In addition, the Supplier may accept return if the Products were stored in accordance with the GTC and the instructions placed on the Products or provided by the Supplier in any other form.

XII. Communication

12.1. The Supplier will send notices via e-mail, pos,t or other form, to the contact details the Customer provided to the Supplier. It is the Customer’s sole liability to keep its business data and contact details updated.

12.2. The Customer shall be responsible for all contacts and communications with any authority with respect to all matters relating to the Products sold to the Customer. The Customer shall notify The Supplier immediately, and in no event later than five (5) days, after it receives any contact or communication from any authority or any other of its business partners that in any way relates to the Products. The Customer shall immediately provide the Supplier with copies of all communication received from or sent to any authority with respect to any Product.

XIII. Intellectual Property Rights

13.1. The Supplier is entitled to use the Scitec trademarks owned by Scitec International S.A.R.L. The Supplier is the exclusive owner of the know-how that manifests itself in the recipe, physical appearance and the market introduction of the Products, the technological, economical knowledge and marketing.

13.2. The Customer shall use Scitec trademarks only for the purpose of resale and (upon Supplier’s prior approval) the promotion/ advertisement of the Products. The Supplier’s instructions shall be strictly followed by the Customer concerning the size, layout, colors, etc. and placement of the Scitec trademarks.

13.3. Advertising material, presentation, and decoration provided by the Supplier to the Customer can only be used in accordance with the Supplier's instructions and guidelines. It is strictly forbidden to use trademarks for purposes other than sales and promotion/advertisement of the Products.

13.4. The Customer may not use any trademarks, other intellectual property, trade names (or any marks, titles, statemenst that are similar or confusing to the former) of Scitec in full or partially, in any other matter than the distribution and disposal of Products or marketing of the Products. Scitec’s trademarks or other trademarks shall be only used in a form of how it was registered – regardless of the fact of whether or not the registration is pending, and shall in no way deviate from it.

13.5. The Customer may not use the Scitec trademarks, trade names, or slogans as part of its trade name, company name, trademark or packaging of its products, as a Domain Name or part of a Domain Name, on social media sites (particularly on FACEBOOK and Instagram) or in a way that may give the impression that the Customer has a proprietary interest in the trademarks or which may adversely affect the trademarks, the trade names and other intellectual property rights of Scitec or the Supplier. The Costumer shall not, and has no power to, sublicense or transfer any rights to any third party or authorize any third party to use, in whole or in part, the trademarks, trade names, slogans, know-how and other similar rights, and any such attempted sublicense, transfer or authorization is and will be null and void and shall constitute a material breach of this GTC

13.6. Customer agrees neither to register, nor to have registered, any trademarks, trade names, product names, logos, domain name or symbols or any similar rights of the Supplier and not initiate any legal action (in particular cancellation, non-use revocation) against them. In particular, but without prejudice to the generality of the foregoing, the Customer shall not be entitled to register any domain names that include in whole or in part any trademarks, trade names, product names of the Supplier. If the Customer registers any trademarks, trade names, product names, logos, domain name or symbols in violation of this clause, then the Customer shall transfer - free of charge or royalty - the domain name or other rights to the Supplier immediately upon notice from the Supplier. Customer acknowledges and shall not, directly or indirectly, challenge the rights, title and interest of the Supplier in the trade marks, or any trademarks, goodwill associated therewith and/or any trademark registrations / pending applications for the trademarks and/or any other trademarks and/or any other intellectual property rights. Any breach of this clause by the Customer shall qualify as material breach of the Contract.

13.7. The Customer shall make every reasonable effort to ensure that Supplier is kept informed of any matter that may harm the Scitec trademarks, trade names, know-how or other similar rights. The Customer specifically undertakes to provide immediate and detailed written notice if third parties infringe the trademarks.

XIV. Limitation of liability

14.1.  The Parties hereby agree to limit their liability for damages to direct damages, their liability for indirect (consequential) damages shall be excluded. In connection with the interpretation of this GTC or the Contract, direct damages shall mean all and any damages, which occurrence was unforeseeable at the time of the conclusion of this Contract or at the time of the breach, that these losses were reasonably likely to result from the breach. The Parties - in the scope of direct damages - shall solely be liable for (i) the depreciation in value of property and (ii) the cost necessary for the mitigation thereof, but (iii) not for compensation for the pecuniary advantage loss.

14.2. The Supplier expressly excludes any liability for damages related to the violation of the provisions – placed on products labels, published in user guidelines- of storage, handling and the use of the Products.

14.3. Where otherwise expressly provided for, the Supplier’s maximum liability for any claims under and in connection with this Contract shall be limited to the 200% of the value of the relevant Purchase Order issued under this GTC.

14.4. Nothing in this GTC or Purchase Order, limits, restricts or excludes the Parties liability for damages caused by
a)    willfull actions or gross negligence or damages in life, physical integrity or health;
b)    the breach of the applicable labor or environment protection laws and regulations;
c)    the breach of the Act LXXVI of 1999 on Copyrights or other intellectual property rights;
d)    the breach of the Act XI of 1997 on the Protection of Trademarks and Geographical Indications or the breach of the rules for the use of trade marks under the terms and conditions of this GTC;
e)    the breach of confidentiality or prohibition of anti-corruption and anti-bribery.

XV. Indemnification and insurance

15.1. Indemnification by the Customer:  the Customer shall indemnify and hold harmless the Supplier from any loss arising from (i) the breach of any representation, warranty or any other obligation under this Agreement, and/or (ii) non-compliance of the Customer’s actions or omissions as distributor of the Product with applicable laws in the Territory, except to the extent that any such loss is resulting from willful or gross negligent act or omission of the Supplier.

15.2. Indemnification by the Supplier: the Supplier shall indemnify, defend and hold harmless the Customer and from any loss arising from (i) the breach of any representation, warranty or any other obligation under this GTC, and/or (ii) any damage to or defects in the Product resulting from default in manufacturing of the Product attributable to the Supplier, except to the extent that any such loss is resulting from willful or gross negligent act or omission of the Customer.

15.3. Each Party represents and warrants that it has insurance coverage covering its liabilities in accordance with the industry standards for at least for the period of performing the Contract and the following business year.

15.4. Upon the filing of any such claim or suit by a Third Party, the party seeking indemnification hereunder (the “Indemnified Party”) shall immediately notify the other Party (the “Indemnifying Party”) thereof, shall give full information and reasonable assistance in the defense or settlement of such claim or suit and shall permit such Indemnifying arty at its cost, to handle and control such claim or suit; provided, however, that the Indemnified Party may, at its own expense, retain such additional attorneys as it may deem necessary.

XVI. Governing Law and dispute Resolution

16.1. The legal relationship established on the basis of the Purchase Order, is governed by Hungarian law, regardless of whether or not the Customer's place of residence isin Hungary, and regardless of whether the place of performance is outside the territory of Hungary as agreed by the Parties in the Purchase Order.

16.2. Before either Party shall bring any proceedings against the other, that Party shall notify the other of the cause of dispute, and that dispute shall be referred forthwith to a senior executive of each Party, which senior executives shall try to resolve the dispute. If no resolution is reached within sixty (60) business days of notice as aforesaid, the notifying Party shall be free then to commence proceedings pursuant to Article 16.3. below.

16.3. In the absence of an amicable solution, with any dispute arising from or in connection with the Contract, especially with its breach, termination, validity or interpretation, the Parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The seat shall be Budapest, Hungary. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, the Hungarian substantive law shall apply, excluding its private international law rules.

XVII. Confidential information

17.1. Both parties agrees not to disclose any Confidential Information received from the other Party to any Third Parties for five (5) years after having received the information. The Parties shall use the Confidential Information solely in connection with and for the purpose of their performance under this GTC. Notwithstanding the foregoing, Parties are allowed to disclose Confidential Information to (i) the appropriate Authorities, (ii) Customer’s agents and external advisors and (iii) Customer’s appointed packaging company for the Products on a need-to-know basis, provided that (i) the disclosing Party granted to the receiving Party its informed consent to the disclosure and (ii) the recipients agree (unless the applicable law prescribes otherwise) to manage the Confidential Information according to the applicable terms of this GTC. Either Party agrees to exercise due care to prevent unauthorized disclosure or of such Confidential Information and to immediately inform the other Party of any such unauthorized disclosure.

17.2. The confidentiality undertakings hereunder shall not apply to any such Confidential Information for which the receiving Party can demonstrate that all or any part of the Confidential Information:
a)    is or becomes part of the public knowledge through no fault of the receiving Party;
b)    was in its possession without being subject to confidentiality requirements prior to disclosure hereunder and was not acquired from the disclosing Party;
c)    is developed independently from the Confidential Information received by either Party;
d)    is subsequently obtained from a Third Party who has the lawful right to disclose it;
e)    is required to be disclosed by law and/or relevant authorities.

XVIII. Assignment

18.1. The Contract shall not be assigned to Third Parties without the prior written consent of the other Party.

XIX. Force Majeure

19.1. Neither Party shall be liable or be in breach of any provision of the Contract for any failure or delay on their part to perform any obligation hereunder because of Force Majeure, provided that such Party shall promptly give notice to the other Party of such occurrence, and shall move to eliminate the effect thereof to the extent possible and with all reasonable dispatch.

XX. Termination

20.1. Further to the Parties' right for cancellation and/or termination provided for in this GTC or the Purchase Order, any Party may terminate the Contract without notice if the other Party has seriously violated the provisions of the Contract and fails to take all reasonable steps to remedy the breach after 15 days of receipt of such notice.

XXI. Limitation period

21.1. Any claims shall be enforced by the Customer no later than 1 (one) year after the day on which the Customer first became aware thereof, but no later than 2 (two) years after the alleged breach, unless a shorter limitation period is set out by law.

XXII. Amendment of the GTC

22.1. The Supplier is entitled to unilaterally amend the provisions of this GTC at its sole discretion. The amended version will be published on the Supplier’s website.