General terms and conditions

DRPG Kft.

 

1. GENERAL PROVISIONS

 

Distributor is DRPG Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság, whose registered office is located at Petyina utca 4, 2000 Szentendre, tax number: 14378012-2-13, company registration number: Cg.13-09-135588.

 

Buyer is the person who accepts Distributor’s offer for the Goods or whose order for the Goods is accepted by Distributor. These General Terms and Conditions apply to all Buyers.

 

Distributor and Buyer are hereinafter referred to as the Contracting Parties in these General Terms and Conditions ("GTC").

 

Goods means any product that Distributor sells to Buyer under these GTC. Distributor is engaged in the sale of veterinary pharmaceuticals and products, as well as feed and feedingstuffs, as well as veterinary diagnostic tools and aids and other veterinary products.

 

By placing a written order with Distributor or accepting Distributor’s offer, Buyer accepts the provisions of these GTC.

 

Distributor shall sell and Buyer shall purchase the Goods in accordance with Distributor’s written offer accepted by Buyer or Buyer’s written order accepted by Distributor.

 

These GTC apply to all offers provided by Distributor to Buyer and to all contracts between Distributor and Buyer, unless otherwise agreed in writing between the Contracting Parties. Unless otherwise agreed in writing between the Contracting Parties, Buyer expressly and irrevocably accepts the provisions of these GTC. These GTC shall in all cases prevail over the terms and conditions of Buyer or any other third party in respect of the legal relationship between the Contracting Parties. Any derogation from the provisions of these GTC shall require the written agreement of the Contracting Parties to that effect or a written unilateral declaration to that effect by Distributor.

 

Any typographical, printing or other errors or omissions in any documents, offers, price lists, documents relating to the acceptance of offers, invoices or any other documents issued by Distributor in connection with the sale of the Goods may be corrected and shall not impose any obligation or liability on Distributor.

 

Buyer is responsible for obtaining all information provided by Distributor in relation to the Goods, including, but not limited to, manufacturer’s specifications, safe handling and application, storage, transportation, waste management requirements and practices. Buyer shall inform its employees, persons working with it under other legal relationships, its customers and buyers of these regulations and practices and shall draw the attention of such persons in an appropriate manner to possible hazards to persons, property and the environment. Buyer shall indemnify Distributor for any costs and/or claims, including reasonable attorneys’ fees, incurred in connection with Buyer’s failure to comply with these obligations. In addition, Distributor shall be entitled to refuse in writing to execute any order and/or to terminate its legal relationship with Buyer in the event that Buyer fails to comply with these obligations.

 

2.  CONFIRMATION OF OFFERS, ORDERS, PURCHASE ORDERS

 

Offers issued by Distributor do not oblige Distributor to perform for Buyer on the basis of the terms set out therein. By the offers issued by it, Distributor invites Buyer to submit an order to Distributor, which order shall bind Buyer to comply with the terms of the order vis-à-vis Distributor.

 

An order placed by Buyer with Distributor shall bind Buyer to the performance of the terms and conditions set out therein. An order placed by Buyer with Distributor shall not bind Distributor to perform the obligations set out therein until the order has been confirmed to Buyer orally or in writing, subject to the availability of the Goods.

 

Buyer may submit the order to Distributor electronically by e-mail to megrendeles@drpg.eu using the order form provided by Distributor and available on Distributor’s website or without using the order form.

 

Distributor undertakes to inform Buyer in writing (by e-mail) or orally (by telephone) within twenty-four (24) hours of receipt of the order in the event that the Goods ordered are not available or if any other problem arises in connection with the Goods or the performance of the order.

 

 

 

3. DELIVERY AND DEADLINE

 

The ordered Goods shall be collected by Buyer based on the Contracting Parties’ specific contracts in person at Distributor’s branch located at 1036 Budapest, Kolosy tér 1, on the ground floor of the building, or at Distributor’s warehouse located at 1158 Budapest, Rákospalotai határút 2. (NTG Gondrand Kft.), or the delivery shall be arranged by Distributor in person, or Distributor shall arrange for the Goods to be delivered to Buyer by a courier service or other third party. The method of collection/delivery shall be set out in writing in the case-by-case orders.

 

The delivery date is the date indicated in the order confirmation. The terms of trade shall be interpreted in accordance with the provisions of the International Commercial Terms (Incoterms) in force in 2020 or, in the event of amendment, in force from time to time thereafter. Transfer of ownership and risk of damage shall be governed by the provisions of the Incoterms. In the case of personal delivery of the Goods, the risk shall pass to Buyer at the time of delivery, otherwise the risk shall pass to Buyer upon delivery to a courier service or other third-party carrier, unless otherwise provided for in a specific contract between the Contracting Parties.

 

Distributor shall use its reasonable endeavors to ensure that the Goods are delivered to Buyer or are available for collection by Buyer within 5-7 working days from the date of Distributor’s confirmation of the order. The delivery time is indicative and does not bind Distributor, unless otherwise agreed in writing by the Contracting Parties in the specific contract.

 

The Contracting Parties are aware, and Buyer acknowledges that certain circumstances beyond the control of the Contracting Parties may modify, frustrate, or delay the delivery deadlines. In such a case, Distributor shall inform Buyer in writing by e-mail within a reasonable period of time after becoming aware of such circumstances and propose a new delivery date. If the new delivery date is not accepted by Buyer, the Customer shall be entitled to withdraw from the order in writing, without any claim for compensation or indemnification against Distributor.

 

Distributor shall be entitled to modify the quantity ordered or to fulfil the ordered quantity in several instalments if it is unable to fulfil the quantity ordered, unless otherwise agreed by the Contracting Parties in the specific contract. In all cases, Distributor shall invoice Buyer on the basis of the quantity actually delivered.

 

The specific contract between Distributor and Buyer is concluded when Distributor confirms the order from Buyer in writing. In relation to Buyers with whom Distributor has concluded a commercial contract, the legal relationship shall be governed by the commercial contract, these GTC and the case-by-case orders together.

 

Buyer shall be liable for any damage caused to Distributor and/or the courier service or other third party which occurs after the Goods have been handed over by Distributor to the courier service or other third party delivering the Goods.

 

Buyer shall ensure compliance with the legal and other provisions relating to the export, transport, storage and use of the Goods, unless otherwise agreed by the Contracting Parties in the case-by-case order.

 

In the case-by-case orders, Buyer is obliged to provide all the information necessary to fulfil the order. The liability for the correctness and accuracy of the data provided rests with Buyer. Distributor shall not be liable for any failure of performance resulting from the incorrect provision of data and reserves the right to claim compensation for any damage caused to it by the incorrect provision of data.

 

If Buyer purchases the goods for the purpose of resale, it is Buyer’s responsibility and liability to obtain the necessary permits and notifications.

 

4. PURCHASE PRICE

 

The current purchase price of the Goods is the purchase price indicated in the offer or in the acceptance by Distributor of the order from Buyer. The price quoted shall be valid for the period stated therein, after which Distributor shall be entitled to adjust the purchase price.

 

Distributor reserves the right to increase the amount of the quoted purchase price after acceptance of the offer by Buyer but before the acceptance or delivery of the Goods has commenced, to include any unforeseen and unexpected costs incurred by Distributor which are beyond its control, or which result from any changes to Buyer’s order or from any omissions or errors in the information provided by Buyer. If Buyer does not wish to purchase the Goods at the price thus increased, Buyer shall be entitled to object to the price increase in writing to Distributor by e-mail. On the basis of the objection, Distributor may decide within three (3) days of receipt of the objection whether to supply Buyer with the increased purchase price as set out above or to withdraw from the sale.

 

The purchase price of the Goods does not include the value added tax (VAT), nor any other taxes and local taxes payable to the central budget, which Buyer pays to Distributor on top of the purchase price and on the basis of the invoice issued for the purchase price.

 

Distributor shall issue an invoice to Buyer for the purchase price of the Goods, which shall be provided to Buyer as an attachment to the e-mail or upon personal receipt or delivery of the Goods.

 

Distributor may, at its own discretion, give a discount from the purchase price of the Goods to Buyers, which it will inform Buyers of in writing in the offer or in the confirmation of Buyers’ order.

 

5. PAYMENT TERMS, CONSEQUENCES OF LATE PAYMENT

 

Based on the invoice issued by Distributor, Buyer may pay the purchase price of the Goods in cash or by credit card in case of personal delivery, otherwise by bank transfer or cash on delivery. The method of payment shall be agreed by the Contracting Parties in the case-by-case order.

 

In the case of bank transfer, Buyer shall pay the purchase price to Distributor within eight (8) days from the date of invoice, unless otherwise agreed by the Contracting Parties in the case-by-case contracts. Any bank charges incurred in connection with the bank transfer shall be borne by Buyer. Buyer shall pay the purchase price of the Goods to Distributor in the currency of the invoice.

 

Distributor reserves the right to request payment of the purchase price in advance on the basis of issuing a request for payment. In such a case, the Goods will be delivered only after payment of the amount specified in the request for payment.

 

In the event of late performance by Buyer, Distributor shall be entitled to charge interest on the unpaid total purchase price for the entire period of the delay. The rate of interest for late payment shall be governed by the provisions of Act V of 2013 on the Civil Code ("the Civil Code") in force from time to time.

 

Buyer shall not be entitled to set off the purchase price of the Goods against any claim it may have against Distributor.

 

If Buyer’s delay exceeds fifteen (15) days, Distributor shall be entitled to suspend the execution of orders from Buyer, even if already accepted by Distributor, until Buyer has fully paid its payment obligations.

 

If Buyer’s delay exceeds thirty (30) days, Buyer shall forfeit any purchase price or other discount provided to Buyer by Distributor.

 

In the event of delay by Buyer, Distributor is entitled to withdraw from the contract and, in order to restore the Goods to their original condition, to request Buyer to return the Goods already delivered or to arrange for the return of the Goods himself, which Buyer shall be obliged to endure. Buyer shall bear all legal and other consequences of preventing the return of the Goods. If the Goods are no longer in Buyer’s possession or cannot be returned for any other reason, Buyer shall provide security for the gross purchase price of the Goods which cannot be returned.

 

If the situation prior to the conclusion of the contract can-not be restored, Distributor is entitled to terminate the contract.

 

In the event of a breach of contract by Buyer, Distributor may, at its own discretion, terminate the contract with immediate effect.

 

Buyer shall compensate Distributor for any costs incurred in connection with late performance, withdrawal from the contract or termination of the contract, including any attorney’s fees incurred, and any damages caused.

 

6. RETENTION OF OWNERSHIP

 

Distributor retains title to the Goods until payment of the purchase price of the Goods. On this basis, Distributor shall be entitled to reclaim the Goods from Buyer in the event that Buyer fails to pay the purchase price or fails to pay it in full.

 

The fact of retention of title and the identity of Buyer shall be recorded by Distributor in the credit security register. Even failing this, Buyer shall not be entitled to sell the Goods to a third party who has acquired them in good faith and for consideration, unless the consideration is applied promptly and in full to the payment of the outstanding amount due to Distributor.

 

Retention of title also applies to Goods which are processed by Buyer. Distributor acquires title to the goods created by processing. If Buyer has used other products in the processing, Distributor acquires ownership of the goods produced by the processing* in proportion to the Goods processed and thereby acquires joint ownership with Buyer.

 

7. WARRANTY AND LIABILITY

 

Distributor warrants that the Goods comply with the terms of the marketing authorization for the Goods and with the applicable legal requirements. Distributor shall not be liable for any written or oral communication (e.g. electronic mail) between the Contracting Parties in relation to the Goods.

 

Distributor shall not be liable for any use of the Goods by persons not qualified to do so, for intentional damage, negligence, improper storage, breach of or failure to comply with the specifications provided by Distributor and/or the manufacturer of the Goods, or for any misuse or improper processing of the Goods.

 

Buyer shall inspect the Goods within twenty-four (24) hours of receipt and notify Distributor of any defects or shortcomings in the Goods within the same period.

 

If Buyer fails to meet the above deadline or if the Goods are used, Buyer may not make claims against Distributor on the grounds that the Goods are defective.

 

Buyer shall be obliged to mitigate its damages in relation to the defective Goods. If Buyer fails to comply with this obligation, it shall have no claim against Distributor in respect of the defective Goods.

 

Distributor’s liability in respect of defective Goods shall not exceed the net purchase price of the defective Goods as stated in the invoice issued.

 

If Distributor finds that the Goods are defective, it shall, at its option, refund the purchase price to Buyer or replace the defective Goods with non-defective Goods.

 

Costs incurred as a result of late or unfounded objections shall be borne by Buyer.

 

The costs of return shall be borne by Buyer, except in the case where the Goods delivered are not the same as those ordered by Buyer.

 

Distributor is entitled to recall the Goods. In the event of a recall, Distributor shall use its best efforts to provide Buyer with other Goods in accordance with the relevant official authorizations and legal requirements in replacement of the recalled Goods. If this is not possible, Distributor shall refund the purchase price of the re-called Goods to Buyer.

 

Distributor excludes all other claims and demands in connection with the defective Goods.

 

Distributor excludes its liability for any failure to per-form or delay in performance to Buyer for reasons beyond its control.

 

8. TRADEMARKS, PATENTS

 

Buyer shall not acquire any right to use the trademarks of Distributor and/or the manufacturers of the Goods or any patents of the manufacturers of the Goods under these GTC or any specific contract between the parties based on these GTC.

 

9. INSOLVENCY

 

Each Contracting Party shall be entitled to terminate the specific contracts concluded under these GTC by notice of termination if bankruptcy or liquidation proceedings are instituted or pending against the other Contracting Party.

 

Termination under this Section shall make due all payment obligations of Buyer to Distributor.

 

10. FORCE MAJEURE

 

In the event of force majeure, Distributor reserves the right at all times to suspend performance vis-à-vis Buyer for the duration of the force majeure. If the duration of the force majeure exceeds six (6) months, Distributor shall be entitled to withdraw from or terminate the specific contracts concluded with Buyer and the commercial agreement by giving notice of termination, if it is not possible to restore the original situation.

 

For the purpose of these GTC, force majeure shall be deemed to include, but not be limited to, war, civil disturbances, armed insurrections, martial law, strikes, fires, storm damage, governmental measures, disruption of production and/or transport and/or transportation, shortage of raw materials and/or supplies, shortage of labor.

 

11. APPLICABLE LAW, JURISDICTION

 

These GTC and the specific contracts between the Contracting Parties, as well as the matters not regulated herein, shall be governed by the provisions of the Hungarian legislation in force at any given time, in particular the provisions of Act V of 2013 on the Civil Code.

 

In disputes arising in connection with these GTC or with specific contracts between the Contracting Parties, the ordinary court having jurisdiction and competence in accordance with the civil procedural law in force in Hungary shall have jurisdiction.

 

12. INVALIDITY

 

The invalidity of any provision of these GTC shall not affect the validity of the entire GTC.

 

13. DATA, PRIVACY POLICY

 

Buyer voluntarily provides his/her data to Distributor for the purpose of Distributor selling the Goods to Buyer. Any changes to Buyer’s data shall be promptly communicated by Buyer to Distributor. Buyer shall be liable for any damage caused by failure to provide the changed data or by delay in providing the changed data.

 

Distributor complies with the provisions of Act CXII of 2011 on the Right to Information and Self-Determination and Freedom of Information, which complies with the so-called GDPR Regulation. Distributor’s Privacy Policy is available at all times on Distributor’s website (www.drpg.eu). Questions regarding data protection can be sent to drpg@drpg.eu, to which Distributor will send a reply in accordance with the provisions of its Privacy Policy.

 

14. EFFECT

 

These GTC apply from the date of publication on Distributor’s website. These GTC shall also apply to any commercial contract concluded between Buyer and Distributor by reference to these GTC.

 

Distributor will publish these GTC on its website on 1 September 2022.

 

Distributor may unilaterally amend or supplement these GTC at any time by informing Buyers by publishing the amended or supplemented GTC on its website and the amended or supplemented GTC shall only apply after its publication.

 

Distributor undertakes to provide a copy of these GTC to all Buyers with whom it enters into a written commercial contract.

 

Budapest, March 24, 2023

 

 

DRPG Kft.

Dr. Gábor Petruska

Managing Director