Standard Terms and Conditions of Sale
2. Applicable Law and jurisdiction
2.1 All Transactions shall be governed by Hungarian law. In any disputes arising between cavaril and the customers, the City Court of Szombathely or, subject to the amount in dispute, the Court of the County Vas shall be the exclusively competent court of jurisdiction.
2.2 The Transaction shall be governed by INCOTERMS 2010 (as amended or varied from time to time).
2.3 The provisions of the United Nations Convention on Contracts for the International Sale of Goods are hereby excluded.
3. Quotations, Purchase Orders, Shipping
3.1 Cavaril and the customer shall respectively be responsible for the contents of all quotations, purchase orders, price list(s), samples, specifications, delivery orders supplied.
3.2 All quotations and purchase orders shall be in writing and signed by the duly authorized representatives of the party issuing the document. If any document is delivered by way of facsimile transmission or electronic mail or other comparable means, there shall follow a confirmation copy of such document. Neither party is obligated to act upon any quotation or purchase order that is not in writing and any party who does so shall act upon its own risk. Without prejudice to the foregoing, nothing herein shall affect the rights and obligations of the parties as regards part performance.
3.3 Quotations provided by cavaril shall be valid for 30 days after the day of issue.
3.4 After receiving the order the order confirmation will be sent together with the copy of the proforma invoice. The production will be started as soon as 50% of the order amount has been transferred to the bank account of cavaril.
3.5 Due to the order-based production process no cancellation of the purchase orders are accepted after the production has been started.
3.6 Unless otherwise agreed the quotations are made / the orders are shipped EXW Szombathely, Hungary.
4. Fitness for purpose
4.1 Unless expressly made known to cavaril beforehand, there is no implied condition or warranty about the quality or fitness for any particular purpose of products supplied by cavaril to the customer save that there shall be an implied condition that the products supplied by cavaril shall be of a satisfactory quality, taking into account the description of the products, the price and all other relevant circumstances.
5. Delivery, risk in products sold and retention of title
5.1 Except as provided herein, the customer shall assume the risk to the products purchased from and after the time of issue of the tax invoices (or commercial invoices) by cavaril, whether or not delivery (or collection) has taken place. The products leave the factory in good condition and properly packed. All claims for damaged or broken products must be made through carrier.
5.2 Products purchased by the customer shall be delivered (or collected) within the time limited by cavaril. Unless otherwise agreed, all costs of delivery (or collection) shall be borne by the customer.
5.3 Products sold remain the property of cavaril until all liabilities current and accruing arising out of the business dealings with the customer have been fully settled.
6. Failure to take delivery
6.1 If the customer fails, for any reason whatsoever, to take delivery of (or collect) the products purchased within the time limited, then, without prejudice to any provision herein, cavaril shall be entitled to dispose the products purchased in any manner it deems fit, including but not limited to, re-sale or scrap. Any such action taken by cavaril shall be deemed a step towards mitigating the damages suffered by cavaril.
6.2 Without prejudice to the foregoing, if, for any reason whatsoever, the customer shall not accept delivery of (or collect) the products purchased within the time limited, then, whether or not the customer shall have paid the price for the products sold, the customer shall be liable to pay to cavaril the costs of storage of the products at cavaril’s premises with a storage fee or 15 EUR/day for a maximum period of 2 months. (or such other premises designated by cavaril). If the products are not stored at cavaril’s premises the costs of storage shall include delivery costs () and watchman’s costs. As a separate and independent obligation, the customer undertakes to pay cavaril such storage costs on first demand. The provisions on interest for late payment in these standard terms and conditions shall apply to late payment of storage costs.
6.3 The customer shall assume all responsibility for diminution in value or deterioration in value or quality of the products if delivery (or collection) does not take place within the time limited.
7. Prices and Payment
7.1 All taxes and other costs arising in the recipient country in connection with cavaril’s deliveries and services will be paid by the customer.
7.2 The customer shall pay for the products purchased within the payment terms agreed with cavaril. Payment shall be made by the customer in the currency stated in the tax invoice, or if no such currency is stated, in euro. Any payment by the customer in a currency other than the currency stated in the invoice will be converted by the bank of cavaril into the currency stated in the invoice. Any shortfall in payment after applying the rate of exchange shall be made good by the customer forthwith.
7.3 All costs and expenses arising due to the payment are borne by the customer. Cavaril reserves the right to determine which account or accounts are to be credited with payments received.
7.4 Any tax invoice that remains unpaid within the time limited (or if no time has been limited, within thirty (30) days after the date of cavaril’s tax invoice), shall be paid together with interest at the rate of 12% per annum
(calculated on monthly rests) from and including the due date for payment until and including the date of full payment. The obligation of the customer to pay interest on any unpaid tax invoice shall apply to the full amount of the tax invoice as well as any balance thereof.
7.5 Without prejudice to the foregoing, if the customer fails to comply with the conditions of payment, or if cavaril is aware of circumstances, which in its reasonable judgment or in the judgment of an authoritative third party are such as to cause a diminution of the customer's credit-worthiness or liquidity, cavaril reserves the right to cancel all terms allowed for payment and to require payment in advance or a form of security, notwithstanding any other legal rights cavaril may have.
7.6 Unless agreed by cavaril, the customer may not set-off any of cavaril’s tax invoices/commercial invoices against any claim the customer may have against cavaril (whether or not the claim of the customer shall have been admitted by cavaril or proven against cavaril). Any agreement by cavaril to set-off any of its claims against the claim(s) of the customer may, at the discretion of cavaril, be limited (as to time, types of products, invoices or any other matter) in such manner as cavaril deems fit.
8. Weight, number of items, dimensions, deviations
8.1 Due to the fact that our products are order-based no stocks are kept. For this reason the minimum order quantity is 5 m2. 8.2 Proof of deviation in weight, number or specification of products supplied from details given in cavaril’s delivery notes and tax invoices (or commercial invoices) must be provided by the customer.
8.3 Due to the characteristics of the tiles and due to components used slight variations in shade and tone must be expected, so that it is recommended to order enough tile (~plus 10%) to have limited range of colour variation for the project. It is recommended to involve a professional tiler when making the calculation for the quantity needed.
9. Claim handling / damages / guarantee
9.1 The Customer is obligated to check the shipments after receipt, including quantity, quality and compliance to the order placed. In case of severe shipping damages we highly recommend to refuse the shipment entirely by giving written notice on that to the carrier.
9.2 Material defects, incorrect deliveries and deficiencies, insofar as these can reasonably be established, are to be notified in writing without delay, in any case not later than 4 days after receipt of the products. Should a defect be found later that was not seen when the products were first examined, the customer is obliged to notify cavaril in writing without delay, in any case not later than 4 days following the discovery of the defect.
9.3 If the customer does not notify cavaril within the period specified, the products will be considered, with regard to the defect, to have been unconditionally accepted. This also applies if the customer, when requested, does not make it immediately possible for cavaril to carry out a proper examination. No claims for colour, dimensions or quantity or other optically detectable defects are accepted once the product has been installed.
9.4 In the case of justifiable complaints, cavaril will, at its discretion, remedy the defect without charge or supply a replacement, carriage paid to the original point of reception, against return of the defective goods weight for weight or, alternatively, take the products back and refund any payment already made. In case of failure to remedy the defect or to supply a replacement the customer is entitled to cancel the transaction or to be given a price reduction.
9.5 The fact that a partial delivery is defective does not give the customer any rights with regard to the deliveries still outstanding.
9.6 Installation constitutes acceptance of the product, no optically detectable claims are accepted after installation.
9.7 The tiles of cavaril are warranted to the original customer (as final user) to be free from material and workmanship defects. The warranty period is 1 year after the installation, but maximum 18 months. No warranty is given for damages caused by the improper installation and the warranty does not cover the slight variations in colour. tonality, texture etc. as inherent characteristics of the product.
9.8 Save as hereinbefore provided, cavaril shall have no other liability to the customer, whether in law or otherwise, with regards to defective products, including but not limited to contingent liabilities.
10. Rendering of technical advice, warranty as to characteristics
10.1 Cavaril shall not be under any obligation to give technical advice or make any warranty as to the characteristics of the products sold to the customer. Any technical advice requested for and given shall be on a without prejudice basis, to the best of cavaril’s knowledge and ability. Such advice, however, is not binding and does not free the customer from the responsibility of carrying out its own tests and trials. The customer is responsible for ensuring that legal requirements and official regulations are complied with.
10.2 Details concerning quantities, dimensions, weight, materials, appearance and performance serve as a description of the products supplied and do not represent an undertaking as to quality.
10.3 If at the time that risk to the products sold is transferred, a warranted feature is lacking, cavaril will at the discretion of the customer, remedy the defect without charge or supply a replacement, carriage paid to the original point of reception, against return of the defective goods weight for weight or, alternatively, take the goods back and refund any payment already made. Save as aforesaid, cavaril shall have no other liability whatsoever to the customer.
11. General limitation of liability
11.1 If permitted by law, cavaril will entertain claims for compensation only in the case of defective products caused intentionally or by gross negligence and then only to the extent of the cover and benefit provided by cavaril’s third party liability insurance. In the event of claims for compensation still remaining and not covered by this insurance cavaril’s liability shall be limited to an amount corresponding to the price of the consignment in question.
11.2 Notwithstanding anything herein, all warranty and compensation claims arising from the products supplied by cavaril shall expire after six (6) months from the date the products (or any part thereof) are delivered to (or collected by) the customer.
12. Intellectual Property Rights
12.1 All intellectual property rights (“IP Rights”) in the products sold to the customer shall belong to cavaril absolutely.
12.2 Without prejudice to the foregoing, if products are manufactured in accordance with specifications provided by the customer and third party IP Rights are thereby infringed, the customer shall indemnify and keep indemnified cavaril from and against any and all claims and expenses that may be brought by such third party(ies) against cavaril.
12.3 If cavaril is required to manufacture, produce or otherwise procure tools, moulds or other apparatus for the manufacture of products ordered by the customer, the tools, moulds or other apparatus shall belong to cavaril.
13.1 All dealings between cavaril and the customer shall be kept secret and confidential and neither party shall, except with the prior approval of the other and except as provided herein, disclose or divulge to any other any information relating to the dealings between cavaril and its customers.
13.2 The obligation of secrecy and confidentiality shall not apply to the following:
13.2.1 any information that is part of the public domain, or which becomes part of the public domain;
13.2.2 information required by law to be disclosed;
13.2.3 disclosure of such information to the parties’ respective holding companies;
13.2.4 disclosure of such information to the parties respective auditors for the purpose of preparing the annual accounts of the parties;
13.2.5 disclosure of such information in any document prepared in connection with the offering of shares, debentures or other capital markets instrument by the parties, its holding company or its subsidiaries;
13.2.6 disclosure that has been authorized by the parties.
14. Data Protection
14.1 Cavaril shall store, according to the provisions stipulated by data law, especially the General Data Protection Regulation, individual-related data of the customer within the framework of the ordinary course of business, or will communicate, use, change and delete them. The information will be used for assistance services granted by cavaril, in particular for the follow-up of cases of warranty and product monitoring. The accomplishment of surveys about customer satisfaction shall likewise form part of the customer assistance service.
15. Force Majeure
15.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
15.2 Notwithstanding any other provision herein, neither party shall be deemed to be in breach of contract, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under contract, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
15.3 Any party claiming Force Majeure (“the Force Majeure Claimant”) shall give to the other written notice forthwith and shall, in the notice, specify the act, thing or matter rendering it incapable of performing its obligations herein (“the Force Majeure Notice”). The Force Majeure Notice shall further state the period of time (estimated, if necessary) within which the Force Majeure Claimant expects the act, thing or matter constituting Force Majeure to be resolved and such other terms or conditions to be modified or varied resulting from the Force Majeure.
15.4 The party to whom the Force Majeure Notice is sent shall, upon receipt of the notice, have three (3) days to elect the option of rescinding the contract constituting the sale and purchase transaction, or accept the event of Force Majeure claimed by the Force Majeure Claimant. If the party to whom the Force Majeure Notice is sent elects to rescind the contract then the contract shall be deemed rescinded on the date the party to whom the Force Majeure Notice is sent gives notice to the Force Majeure Claimant. If the party to whom the Force Majeure Notice is sent elects to affirm the Force Majeure Notice and the act, thing or matter constituting Force Majeure, then the contract constituting the sale and purchase transaction shall remain in force, except as modified or varied in the Force Majeure Notice.
15.5 Without prejudice to clause 15.4, if the party to whom the Force Majeure Notice is sent does not, for any reason whatsoever, respond within the time limited by that clause, then the party to whom the Force Majeure Notice shall be deemed to have affirmed the Force Majeure Notice and the act, thing or matter constituting Force Majeure. 15.6 Force Majeure means in relation to either party, any circumstances beyond the reasonable control of that party (including without limitation, any strike, lock-out or other industrial action, factory breakdown or stoppages, manufacturing stoppages, difficulties in obtaining materials, industrial stoppages and any other act, thing or matter not within the direct control of the party claiming Force Majeure).
16.1 If any provision herein or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions herein.
17. Indulgence and waiver
17.1 No failure on the part of any party to exercise and no delay on the part of any party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right hereunder preclude any other or further exercise of it. The rights and remedies provided herein are cumulative and not exclusive of any right or remedy provided by law.
1. Interpretation and Applicability
1.1 The following terms and conditions are to be read in conjunction with the Long Term Supply Agreement, if any. In the event there is any inconsistency between the provisions of the Long Term Supply Agreement and the following terms and conditions, the provisions of the Long Term Supply Agreement shall prevail.
1.2 The following terms and conditions apply to all sale transactions (“Transactions” or “Transaction”)) between cavaril Kft. (“cavaril ”) and its customers unless expressly waived or modified.
1.3 Cavaril may, at any time and from to time, modify or make amendments to these terms and conditions. Motif shall supply the customer with a copy of the modifications and amendments made, and unless objected to by the customer within thirty (30) days from the date of receipt, the customer shall be deemed to have accepted the modifications and amendments, which shall then be incorporated into each and every Transaction by reference.