General Terms and Conditions
of TÜV Rheinland – KTI Kft 
(the “Company”)

1. General Conditions

The Company manages its tasks in compliance with national and international standards, rules and regulations or, in the absence of such, according to the system of requirements developed by its own experts.

2. Contractual Relationship

2.1. A contractual relationship is entered when,

-    The partner unconditionally accepts the Company’s proposal – without changes in the content in writing. Proposals are not valid unless in writing.
-    The Company confirms, in writing, the Client’s written request or tender. 
-    The parties conclude a written contract.

Verbal commitments should be confirmed in writing.

2.2. Before the institution of a contractual relationship, the Company bears no responsibilities; it may not perform any testing activities unless the purpose of such activities is the prevention or reduction of damages, or if such activities are carried out upon an authority’s order.

2.3. The character and the scope of the services to be provided by the Company shall be specified in the proposal, the confirmation, and the contract. 

2.4. The contract may contain partial fulfilments which, if duly performed, must be accepted by the Client. Unless otherwise agreed, the smallest unit of partial fulfilment is the performance of an autonomous procedure as named in the documentation creating the contractual relationship. The Company reserves the right of early delivery.

2.5. The Company is entitled to perform its services through a carefully selected sub-contractor, judged to be adequate by the Company.

3. Assignment deadlines, dates and periods

3.1. If no sanctions were specified in the contract for non-observance of the assignment deadlines, neither of the parties is entitled to present claims of damage compensation or of fee diminution. The Client may, upon written notice, waive the portion of the fulfilment after the deadline, referring to a lapse of interest, but is liable to pay in full for the completed portion of the activities performed (for the pre-defined partial performances) and proportionately for the incomplete portion. 

The Client has the right to repudiate the contract within the period of time set out for the performance but in this case the full amount of commitment due for the pre-defined partial performances already commenced and — if the work has already begun or the period between the repudiation and the beginning of the work as set out in 
the contract is less than 10 working days — the full amount of the contract or 30 % of the portion remaining after the compensation for partial performances, must be paid. 

3.2. Non-compliance with the deadlines cannot be sanctioned, even if such agreements were reached, in the
case of force major and if the Client did not fully ensure the conditions for the test procedure, or if the parties did not agree on all the details related to the performance of the testing that have an effect on the deadlines.

4. Performance of the Contract

4.1. In case of the discontinuation of the performance of the work for reasons not attributable to the Company (such as negative interim results of a testing, modification of the subject of the testing by the Client, etc.), the Company reserves the right to issue an invoice according to the expenditures incurred even if the contract did not cover partial performances or if the partial performance(s) are incomplete.

4.2. If the nature of the task entails that a report must also contain statements of evaluation, any negative interim results which bring the continuation of the testing into doubt will be included in the report for the Client even if this is not agreed upon in the contract. In the absence of a separate agreement or the approval of the Client, the Company will not undertake any tests which, on the basis of previous interim results or other sources of knowledge, will presumably produce negative results.

4.3. The contract applies to a single testing (one-time performance of the indicated procedures). The repetition of measurements for reasons not attributable to the Company (such as negative interim results of testing, or modification of the focus of testing by the Client, etc.) can only occur subject to a separate agreement. The test report closing the testing is prepared when,
 
    the procedure(s) set out in the contract are duly performed or, in the absence of this 
    a testing interrupted for any reasons cannot be closed within 30 days (or other period of time agreed), in particular, if in the report containing the findings of the evaluation, due to the character of the errors that were committed, a positive result at the end of the work is unlikely. Work related to the interrupted testing not yet commenced, shall not be invoiced.

4.4. The Company keeps measurement and testing reports, other reports, test reports prepared by its subcontractor, and correspondence related to the contract
for 5 years. The Company returns the objects of testing to the Client, unless otherwise prescribed by the applicable procedures or standards.

5. Defects, Warranties

5.1. The Company’s warranty only covers the performance of those tasks which are subject to this contract.

5.2. The Company only assumes liability for the appropriateness of the procedures developed by the Company itself, but not for procedures contained in Hungarian or international standards and/or regulations.

5.3. Any complaints against the Company must be submitted in writing no later than 8 days after the report or partial report. Hidden defects shall be reported immediately after their discovery but in any case within the warranty period prescribed by law.

5.4. In the case of faulty completion, the Company bears responsibility only for the proven and clearly identifiable primary damages attributable to the Company. In the case of a reasonable complaint as to the quality and quantity of the services, the Company’s obligation is limited to supplementary or follow-up services or reparation – with no obligation to compensate for damages. The supplementary services or repairs shall be free of charge without the requirement of entering into a new contract (the terms and conditions of the original contract shall apply accordingly). If these measures are ineffective, the Client is entitled to discounts or to cancel the contract on the basis of a lapse of interest. If the client makes use of the price reduction or cancels the contract, the client shall only be entitled to claim compensation for damages if the Company caused the damage intentionally or by breaching the applicable professional rules with gross negligence, and only primary damage may be claimed from the Company. 

5.5. Simple clerical errors (e.g. mistyping) or format errors occurring in the Company’s report or partial report which do not have an effect on the subject matter of the evaluation portion of the report are modifiable at any time without invalidating the document or substantiating any claims for damages, cancellation of the contract, or discounts. 

These modifications (corrections) can only be made by the Company. Corrections can also be applied without the permission of the Client to documents submitted to third persons; in such cases the Company shall notify the Client immediately.

6. Damages and reimbursement of expenses

6.1. Without prejudice to any further limitation of liability specified in these General Terms and Conditions, the liability of the Company for all damage and reimbursement of expenses in connection with the contract (on whatever legal bases, whether due to breach of warranty or any other breach of contract by the Company or based on non-contractual liability rules, and also including any obligation to indemnify the client or reimburse the client for expenses) shall be limited, to the fullest extent permitted by Hungarian law, to [HUF 5,000,000] [ (five million Hungarian forint) in total]. 

6.2. The Company does not assume liability for any damage, injury or failure of the tested objects occurring in the course of a testing carried out according to procedures. This applies even if the procedure applied does not make it necessary to cause damage to the object.

6.3. The client shall be responsible for checking every data medium received for the potential to cause any harm to his or a third party’s system. The Company does not assume liability concerning this.

7. Terms of Payment

7.1. Unless otherwise agreed, the Company shall issue an invoice for 50% of the estimated contractual fee as an advance payment at the beginning of the activities. This settlement is a condition for the commencement of the work.

7.2. Invoice claims and the reasons for said claims must be submitted in writing to the Company within one week from the receipt of the invoice. Otherwise, the invoice will be deemed to have been accepted.

7.3. Payment shall be effected after the receipt of the invoice, by the payment deadline at the latest, without deductions, by bank transfer indicating the actual account and the buyer’s data, or in cash at the Company’s cashier.

7.4. The test report, other reports, and materials related to the completion of the work must be handed over after the testing fee is fully paid.

7.5. In case of late payment, the Company is entitled to 20% default interest.

7.6. The Client is not entitled to offset their counterclaim or make use of their right of retention, unless the parties agree to this in writing, or the claim is upheld in a court judgment.

8. Miscellaneous

8.1. The Company’s employees shall not forward or disclose to third persons any information concerning business and procedural relationships obtained over the course of their activities.

8.2. Copyright laws apply to the test report and expert opinions prepared by the Company, unless the parties agree otherwise.

8.3. The Client guarantees that it will avoid anything that could compromise the independence of the Company’s employees. This applies particularly to offers of employment.

8.4. Disputes arising out of or in connection with the contractual relationship (also including disputes about the existence or the validity of the contract) shall be settled by the Central District Court of Buda in Budapest, Hungary (in Hungarian: Budai Központi Kerületi Bíróság) or, if the dispute falls within the competence of regional courts, by the regional court (in Hungary) (in Hungarian “törvényszék”) which has competency according to the applicable Hungarian legal provisions. However, the Company shall also be entitled to sue the client before the competent court(s) of the country in which the client has its registered office. The above provisions do not apply if mandatory legal provisions provide for an exclusive place of jurisdiction in deviation from the above.

8.5. The legal and business relations between the Company and the client shall be governed exclusively by Hungarian substantive law. 

8.6. Deviation from these General Terms and Conditions is only valid if made in writing between the parties and with references to the relevant points.

8.7 General terms and conditions of the client shall not become part of the contract even if the Company does not expressly object to them or accepts payments of the client without reservation or performs the services without reservation. 

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