(For Suppliers)
These General Terms and Conditions apply exclusively to framework agreements, orders, and other agreements for the procurement of components, raw materials, tools, machines, and products (hereinafter collectively referred to as "products") from suppliers and subcontractors (hereinafter: "Supplier") by Z Elektronika Kft (hereinafter - "Z ELEKTRONIKA") within the scope of its development, manufacturing, and commercial activities, unless otherwise agreed in writing.
Company Information
Full company name: Z Elektronika Fejlesztő Gyártó És Kereskedelmi Korlátolt Felelősségű Társaság
Short name: Z Elektronika Kft.
Country: Hungary
City: Pécs
Business Address: 7630 Pécs, Bajor utca 5.
Company Registration Number: 02 09 064567
Tax Number: 11541484-2-02
EU VAT Number: HU11541484
Authorized Representative: László Dallos, Managing Director
Phone: +36 72 537 014
Email: info@zelektronika.eu
Website: www.zelektronika.hu
1. Definitions and Explanations
The following terms shall have the meanings assigned to them in the Order:
• "Products": The products specified in the Order
• "Services": The services specified in the Order
• "Z ELEKTRONIKA": The purchaser of the Product/Service, as identified on the front page of the Order
• "Supplier": The supplier of the Product/Service, as identified on the front page of the Order
• "Order": The contractual terms between the parties
• "INCOTERMS": The publication of the International Chamber of Commerce in effect at the time of signing and/or during the validity of the Order
• "Information": Any knowledge, data, drawing, specification, manual, sample, software, written or verbal communication.
1.1. The Order generated from the SAP system, as well as specific orders and call-offs (hereinafter collectively referred to as "Orders"), shall constitute Appendix 1 to these General Terms and Conditions. Orders are established upon the delivery of the respective order form by Z ELEKTRONIKA to the Supplier. The Supplier is obligated to sell/deliver the products/services specified in the Order, at the individually determined price, quantity, type, and quality, with due diligence and expertise, within the timeframe, at the location, and in accordance with the conditions specified in the Order. The Supplier acknowledges and adheres to these conditions, including any other documentation referenced in the Order (hereinafter collectively referred to as "contractual terms").
1.2. The Supplier may accept the Order and any modifications by returning an official confirmation email containing any potential remarks within 72 hours of receipt or within a longer period specified by Z ELEKTRONIKA. If the Supplier fulfills any obligation stipulated in the Order within this period, it is considered as acceptance of the Order. Likewise, failure to confirm the Order within 24 hours of receipt shall be considered as acceptance by the Supplier.
1.3. If there is any discrepancy between the specific terms and the general terms outlined in the Order, the specific terms shall prevail. Any contractual terms differing from the Order shall only be valid with the written (email) consent of Z ELEKTRONIKA. Any modification of contractual terms must be made in writing and agreed upon by both parties.
1.4. Z ELEKTRONIKA disclaims any liability for the placement or modification of an order for products that do not originate from its duly authorized representative.
2. Performance
2.1. The delivery of Products/Services must be carried out at the time, place, quantity, and quality specified in the Order. The order is considered fulfilled only if these requirements are completely met. The Order is valid only for the delivery within the specified deadline and quantity, and any deviation is only possible with the explicit prior oral and/or written consent of Z ELEKTRONIKA.
2.2. If the Order does not specify a delivery or performance date, delivery or performance shall take place according to the schedule determined by Z ELEKTRONIKA.
2.3. Unless otherwise agreed in writing, Z ELEKTRONIKA is not obligated to accept any early or premature delivery or any delivery that deviates from the originally agreed deadline or schedule.
2.4. If the Supplier fails to fulfill any obligation stated in the Order or performs it inadequately, Z ELEKTRONIKA, at its discretion, is entitled to set an additional deadline for performance or to exercise its rights as defined in sections 4.3 (Quality Control) and/or 7 (Representation, Warranty, Guarantee) or to terminate the Order, unless the parties agree otherwise in writing.
2.5. In the case of over-delivery exceeding the quantity specified in the Order, Z ELEKTRONIKA is only obligated to pay for the excess product/service if it has given prior written consent before performance.
2.6. The signing of any delivery document by or on behalf of Z ELEKTRONIKA does not constitute acceptance of the quantity and/or quality of the Products.
2.7. If the Supplier at any time reasonably assumes that it will be unable to deliver/perform the Product/Service within the specified time, it must immediately inform Z ELEKTRONIKA in writing of the cause(s) of the delay. Such notification does not exempt the Supplier from liability for failing to meet the agreed delivery or performance deadline.
2.8. If the Product delivered by the Supplier is manufactured exclusively for Z ELEKTRONIKA and is not commercially available, the Supplier agrees to negotiate with Z ELEKTRONIKA after the termination of their contractual relationship to ensure the supply of the Product for a mutually agreed period upon Z ELEKTRONIKA’s request.
3. Product Delivery
3.1. Unless otherwise specified in the Order, the Incoterms apply where the Supplier and Z ELEKTRONIKA are under different jurisdictions.
3.2. When Incoterms apply, unless otherwise specified, the Supplier shall deliver the Products "DAP" to the destination specified in the Order. Where Incoterms are not applied, the Supplier is responsible for transporting the Products to the designated delivery location specified in the Order via the shortest route.
3.3. Unless otherwise specified in the Order, the right of disposal and ownership of the Products shall transfer to Z ELEKTRONIKA upon the complete unloading (delivery) of the Product at the designated delivery location. The risk of loss during transport remains with the Supplier until delivery. If the Products are delivered in parts, ownership transfers for each part according to the terms of this section.
3.4. If prepayment has been made by Z ELEKTRONIKA, ownership and disposal rights of the Product transfer upon payment. In the case of partial prepayment, ownership and disposal rights transfer proportionally to the payments made. In such cases, the Supplier must ensure the safekeeping and adequate insurance coverage of the Products until they are handed over to Z ELEKTRONIKA.
3.5. The Products must be packaged and/or protected in a manner that ensures their suitability and protection during transportation. These costs shall be borne by the Supplier or its subcontractor. Products must be packaged in batches as requested by Z ELEKTRONIKA. Each package must be labeled with the Z ELEKTRONIKA order number and must include instructions for use, along with an accessible accompanying document and/or invoice copy detailing the contents of the package and complying with applicable import/export regulations. If the Supplier fails to comply with delivery and packaging requirements, it shall be liable for any damages or costs incurred due to improper packaging.
3.6. The Supplier expressly guarantees that the delivered Product is its exclusive, burden-free property, which is transferred entirely free of any claims or encumbrances, especially regarding intellectual property rights, as per the contract between the parties.
3.7. The Supplier is fully responsible for any environmental damages caused during or arising from the transportation of the Product, including potential spillage losses, leaks, etc.
4. Inspection and Rejection
4.1. The Supplier is required to establish, equip, and maintain an inspection, testing, and process control system that is acceptable, accessible, and usable for Z ELEKTRONIKA to verify compliance with the Order. However, Z ELEKTRONIKA’s acceptance of this system does not exempt the Supplier from its contractual obligations. Inspection and test records must be retained and provided free of charge upon request until all obligations under the Order are met or for the period required by law.
4.2. The quality of the Products is verified by the official documentation provided, which forms the basis of the warranty. The Supplier is fully and directly responsible for the quality and compliance of the Products with specifications towards both Z ELEKTRONIKA and its contractual partners. The acceptance of Products by Z ELEKTRONIKA does not imply quality control and does not affect its contractual or statutory rights. If Products are delivered pre-packaged and the packaging deviates from the mandatory or agreed instructions, or if the packaging is damaged, such deviation constitutes a quality defect.
4.3. Z ELEKTRONIKA reserves the right to inspect the quality and quantity of the delivered Product:
(a) at its premises using company-provided equipment and skilled personnel, and/or
(b) by involving external experts, with costs to be determined based on test results and charged to the Supplier in case of defective performance.
4.4. If any of the Products/Services fail to meet the requirements of the Order, Z ELEKTRONIKA has the right, after notice, to exercise any of its rights under section 7 or, instead of requiring repair or replacement, to reject and/or return the Product/Service at the Supplier’s expense and demand an immediate refund of the amount paid. The Supplier cannot refuse the return of rejected goods.
5. Compliance
5.1. The Supplier guarantees that the Products/Services comply with all applicable laws and standards, particularly those relating to environmental protection, packaging, product labeling, product liability, and quality, as well as the quality requirements specified in the Order and its annexes.
5.2. The Supplier ensures that all chemicals used in the Products comply with legal requirements and that prohibited substances are clearly indicated where necessary.
5.3. The Supplier guarantees that the Products or their intended use do not pose any risks to human health and safety.
5.4. The Supplier ensures that the Products and their associated documentation comply with all applicable commercial standards.
5.5. Unless otherwise agreed in the Order, the Supplier must obtain and guarantee all necessary permits for the transportation, export, and import of the Product/Service at its own expense.
5.6. The Supplier shall indemnify Z ELEKTRONIKA and its partners against any damages, claims, or losses arising from defective Products/Services or breaches of the contract.
5.7. The Supplier shall assist Z ELEKTRONIKA in avoiding or resolving any legal claims related to the Products, covering all costs and liabilities.
6. Price, Payment, Payment Guarantees, Financing
6.1. The prices established in the Order are fixed and final but do not include value-added tax (VAT) or any other similar tax or duty, which shall be paid by Z ELEKTRONIKA upon receipt of a valid invoice specifying these charges in detail. The prices must include any other form of sales or consumption tax and/or import duties that the Supplier directly pays unless the Order explicitly states otherwise. If, for any reason, Z ELEKTRONIKA has paid any of these, the Supplier must promptly reimburse Z ELEKTRONIKA upon request. The prices include all costs incurred by the Supplier in fulfilling the Order.
6.2. Unless otherwise agreed, an invoice may only be issued once all Products/Services have been delivered/performed in accordance with the Order.
6.3. The invoice must always fully comply with applicable laws and the agreement between the parties. Z ELEKTRONIKA will only accept and pay invoices that fully meet these requirements. Incomplete or irregular invoices may be returned by Z ELEKTRONIKA to the Supplier. The extended payment deadline resulting from such deficiencies shall not impose any late payment obligations on Z ELEKTRONIKA.
6.4. In case of late delivery, Z ELEKTRONIKA will notify the Supplier in writing of the delay. If no substantive response is received or delivery is not completed within five (5) business days, Z ELEKTRONIKA is entitled to reduce the invoice amount by a penalty of 1% per day of the net invoice amount. In the case of defective performance, the penalty is 25% of the net invoice amount. The penalty may be deducted from the given invoice or any other outstanding amount owed to the Supplier, with simultaneous written notification. If deduction is not possible, the Supplier must pay the penalty to Z ELEKTRONIKA within eight (8) days.
6.5. Unless otherwise specified on the front page of the Order, payment shall be made within thirty (30) days following the receipt of a valid tax-compliant invoice.
6.6. The date of settlement of the invoice corresponds to the date when Z ELEKTRONIKA’s bank account is debited with the amount payable to the Supplier.
6.7. If the Supplier unilaterally deviates from any point of the Order to the detriment of Z ELEKTRONIKA, Z ELEKTRONIKA is entitled to refuse payment, in whole or in part, depending on the circumstances, without incurring any delay in payment obligations.
6.8. The Supplier undertakes that the price of the Product/Service specified on the front page of the Order under section 6.1. is not less favorable than the price it offers to any other market participant for identical quantities, quality, and type of Product/Service under the same purchase conditions at the time of signing or entry into force of the Order and at the time of actual performance. If the Supplier breaches this obligation or lowers its prices for others, it must grant the same reduction to Z ELEKTRONIKA, which Z ELEKTRONIKA may enforce upon payment or reclaim from the Supplier. The Supplier must fulfill Z ELEKTRONIKA’s request within eight (8) days of receipt.
6.9. Payment for a Product/Service delivered/performed in accordance with the Order does not imply acceptance by Z ELEKTRONIKA of the given Product/Service. Any payment is made with the reservation of all rights Z ELEKTRONIKA has concerning the Supplier’s defective performance (including, without limitation, any hidden defects in the Product/Service unknown to Z ELEKTRONIKA) or other contractual breaches.
6.10. Unless otherwise agreed, Z ELEKTRONIKA is not obligated to provide advance financing for the manufacturing of products, either in the form of an advance payment or any other form.
7. Representation, Warranty, Guarantee
7.1. The Supplier warrants that: (a) It is legally registered and operates as a legally existing company under the laws of its state of incorporation and is not subject to liquidation, dissolution, bankruptcy, or any similar proceedings. (b) It has all necessary authorizations to fulfill the Order and comply with its obligations and will promptly undertake all internal company procedures and other necessary authorizations for the full and immediate fulfillment of the above. (c) The Order is properly and accurately executed and creates a legally valid, binding, and enforceable Supplier obligation in accordance with its terms. (d) It has all necessary authorizations and permits from competent representatives to execute the Order. (e) It shall notify Z ELEKTRONIKA if it becomes subject to liquidation, dissolution, bankruptcy, or similar proceedings or initiates dissolution proceedings against itself. (f) The execution and intended fulfillment of the Order: - f.1. does not conflict with the Supplier’s corporate documents, - f.2. does not violate any contracts in which the Supplier is a party. (g) It will notify Z ELEKTRONIKA within a reasonable time if there is a significant change in its ownership structure. (h) It will notify Z ELEKTRONIKA within a reasonable time if there is a significant change in its management.
7.2. The Supplier expressly warrants that at the time of the Order and delivery/performance, all Products/Services: (a) Comply with all requirements specified in the Order and any specifications, conditions, drawings, designs, external forms, standards, samples, or descriptions provided by Z ELEKTRONIKA or its representatives, or by the Supplier or its representatives. (b) Are new and marketable. (c) Are made of first-class materials, workmanship, and are free from defects (both apparent and hidden). (d) Are suitable and sufficient for the intended purposes, including any specific purposes known or expected to be known by the Supplier. (e) Are legally owned by the Supplier. (f) Are free from any third-party claims or rights (including, without limitation, patents or intellectual property rights, as required by the Order).
7.3. The warranty rights under Sections 7.1 and 7.2 remain valid regardless of Z ELEKTRONIKA’s inspection or acceptance of the Product/Service. Any signature on a delivery note does not constitute acceptance of quality or waiver of warranty claims.
7.4. The warranty rights granted by the Supplier in Sections 7.1 and 7.2 extend to Z ELEKTRONIKA’s assignees, successors, customers, and users of the Products/Services or any products incorporating them.
7.5. Upon written notification from Z ELEKTRONIKA, the Supplier must promptly, at its own expense: (a) Fully repair any defective Products/Services that do not meet the requirements of Sections 5 and 7.2 or the warranty obligations outlined in the Order; or (b) Replace the Product/Service, at Z ELEKTRONIKA’s discretion.
7.6. If the Supplier does not repair or replace the defective or non-conforming Product/Service within 14 days of Z ELEKTRONIKA’s request, or if immediate action is required for safety reasons, Z ELEKTRONIKA may, without prior notice, carry out the repair/replacement itself or engage a third party to do so. The Supplier must immediately reimburse Z ELEKTRONIKA for any costs incurred upon request.
7.7. The warranty rights outlined in Section 7 are in addition to any rights provided by the Order, other Supplier commitments, or legal requirements.
7.8. The Supplier guarantees the delivered products according to the terms set forth in Annex 2 of these conditions. The warranty period begins when the finished product containing the Supplier’s delivered product is first commercially distributed.
8. Supplier’s Employees and Work Performed on Z ELEKTRONIKA’s Premises
8.1. The Supplier’s employees shall not be considered employees or agents of Z ELEKTRONIKA in any respect, nor shall they be entitled to receive or benefit from any privileges or advantages provided by Z ELEKTRONIKA to its own employees in connection with the contractual relationship established under the Order.
8.2. All employees designated to fulfill the Supplier’s obligations under the Order shall be directed by the Supplier. However, Z ELEKTRONIKA shall have the right to issue instructions to them while they are working on Z ELEKTRONIKA’s premises. (Under no circumstances shall the signed and confirmed Order be considered or interpreted as a permit from Z ELEKTRONIKA allowing the Supplier to use Z ELEKTRONIKA’s resources, facilities, or enter its premises. Any such authorization shall be granted by Z ELEKTRONIKA solely based on its independent terms and conditions.)
8.3. The Supplier is obligated to employ workers who possess the necessary qualifications, professional suitability, expected conduct, and adequate life, health, accident, and/or social insurance, as well as fully comply with all legal requirements during the performance of the Order.
8.4. The Supplier shall ensure that its employees are familiar with and comply with all legally prescribed and Supplier- and Z ELEKTRONIKA-imposed health, safety, and environmental regulations. The Supplier shall be directly and fully liable for any damages resulting from non-compliance with these obligations towards Z ELEKTRONIKA and third parties.
8.5. Z ELEKTRONIKA shall be entitled at any time to demand the removal of any employee of the Supplier whose performance it deems unsatisfactory or who refuses to comply with Z ELEKTRONIKA’s instructions.
8.6. The Supplier agrees to immediately provide an adequately trained and qualified replacement for any employee who is unavailable for any reason. If the replacement workforce does not meet the requirements specified in Section 8.3, Z ELEKTRONIKA reserves the right to terminate the Order in accordance with Section 13.
8.7. The Supplier shall compensate Z ELEKTRONIKA for all damages and costs incurred as a result of the actions or omissions of the Supplier’s employees, subcontractors, or other representatives, in accordance with the provisions of the Civil Code. To cover such liabilities, the Supplier shall maintain appropriate insurance coverage related to its activities and assets associated with fulfilling the Order and shall provide proof of such insurance to Z ELEKTRONIKA upon request.
9. Ownership of Z ELEKTRONIKA
9.1. Unless otherwise agreed in writing by the parties, all data, drawings, products, tools, equipment, materials, or any other property provided by Z ELEKTRONIKA or its authorized representatives for the Supplier’s use—whether or not Z ELEKTRONIKA or its representative has paid separately for them—shall remain the sole property of Z ELEKTRONIKA at all times (hereinafter collectively referred to as “Z ELEKTRONIKA Property”).
9.2. Z ELEKTRONIKA Property—and, where applicable, its individual items—shall be clearly labeled as “Property of Z ELEKTRONIKA.” The Supplier shall be responsible for the secure storage of Z ELEKTRONIKA Property and for keeping it separate from the property of the Supplier or any third party.
9.3. The Supplier shall not substitute any other property for Z ELEKTRONIKA Property, nor shall it use such property for any purpose other than fulfilling the Order.
9.4. The Supplier shall be responsible for Z ELEKTRONIKA Property while it is in the Supplier’s custody or under its control and shall ensure, at its own expense, that it is insured for an amount corresponding to its replacement cost. Upon written request, Z ELEKTRONIKA Property shall be returned to Z ELEKTRONIKA at the Supplier’s expense in the same condition in which it was originally received, except for normal wear and tear.
9.5. Z ELEKTRONIKA reserves the right to reclaim possession of its Property. To this end, the Supplier guarantees and grants permission for Z ELEKTRONIKA or its representatives to enter any premises or facilities of the Supplier, or any premises used by the Supplier for such purposes. This right remains valid even if the Order is terminated for any reason.
10. Supplier Information
10.1. Z ELEKTRONIKA acquires, without restriction, any Information used and/or provided by the Supplier for the fulfillment of the Order, unless Z ELEKTRONIKA states otherwise in writing or the parties agree otherwise. The compensation for the acquisition is considered included in the price of the Product/Service to be performed under the Order.
10.2. The Supplier declares that it has full and unrestricted rights to disclose any Information to Z ELEKTRONIKA without infringing the rights of others and that Z ELEKTRONIKA has full and unrestricted discretion regarding the use and publication of such Information. This right is limited only by intellectual property rights.
10.3. The Supplier is obligated to indemnify and hold Z ELEKTRONIKA harmless from any costs and damages arising from the inaccuracy of the Information provided by or on behalf of the Supplier, which Z ELEKTRONIKA relied upon.
11. Z ELEKTRONIKA Information
11.1. The Supplier is required to treat as confidential any Information provided by Z ELEKTRONIKA in connection with the Order or created for Z ELEKTRONIKA for 10 years following the fulfillment or termination of the Order. The Supplier may not disclose or use such Information in any way, directly or indirectly, without the prior written consent of Z ELEKTRONIKA. The Supplier may only disclose such Information to its employees to the extent necessary to fulfill the obligations arising from the Order.
11.2. Apart from what is required for the effective execution of the Order, the Supplier shall not make or allow copies of the Information without prior written consent from Z ELEKTRONIKA. The Information remains the property of Z ELEKTRONIKA and, if requested, must be returned to Z ELEKTRONIKA without compensation.
11.3. To ensure that its employees handle Z ELEKTRONIKA's Information and proprietary interests confidentially, the Supplier undertakes to inform all employees assigned to Z ELEKTRONIKA about Z ELEKTRONIKA's confidentiality agreement before commencing the fulfillment of the Order. The Supplier acknowledges that this does not relieve it of its obligations under the Order.
12. Intellectual Property
12.1. At Z ELEKTRONIKA’s request and at its own expense, the Supplier shall defend against any claim, lawsuit, or proceeding initiated against Z ELEKTRONIKA and/or its consumers (or that Z ELEKTRONIKA reasonably believes may be initiated) alleging that any Product or Service infringes any intellectual property rights. The Supplier shall bear all costs and damages related to such claims.
12.2. If the use of a Product or Service is prohibited or otherwise restricted due to an alleged or actual infringement, the Supplier shall, at its own expense, either: (a) obtain the right for Z ELEKTRONIKA to continue using the Product/Service, or (b) replace it with a non-infringing alternative acceptable to Z ELEKTRONIKA, or (c) remove the Product/Service and reimburse Z ELEKTRONIKA for its full purchase price and any related costs.
12.3. The Supplier agrees to fully disclose to Z ELEKTRONIKA any invention, innovation, program, know-how, or technique developed in connection with the Order. All such developments shall be the exclusive property of Z ELEKTRONIKA without any additional compensation.
12.4. The Supplier guarantees that it does not own any copyright, patent, or trade secret that would restrict Z ELEKTRONIKA’s ability to use the ordered Product/Service. Any pre-existing intellectual property used by the Supplier in fulfilling the Order remains the Supplier’s exclusive property.
13. Termination
13.1. Withdrawal
13.1.1. Z ELEKTRONIKA is entitled to exercise its right of withdrawal by issuing a written notice to the Supplier in the event of any of the following occurrences:
(a) The Supplier does not fulfill the Order in accordance with the requirements specified in the Order or as prescribed by law.
(b) The Supplier fails to perform as required by the Order.
(c) Any event mentioned in Clause 14 occurs.
(d) The Supplier ceases the production of the desired or ordered product, or discontinues its operations.
(e) If permitted by law.
13.1.2. Upon withdrawal, Z ELEKTRONIKA—without affecting any of its statutory or contractual rights—may exercise the following rights:
(a) Refuse the delivery or fulfillment of the Product/Service under the Order.
(b) Return any already accepted Product at the Supplier's risk and expense, and demand immediate reimbursement for any payments made for such Product (including shipping, storage, loading, and other related costs incurred by Z ELEKTRONIKA).
(c) Reclaim any advance payments made for undelivered or returned Products and unfulfilled Services, and/or
(d) Purchase the Product/Service from an alternative source. In this case, the Supplier must compensate Z ELEKTRONIKA in full, covering all damages, including any price differences resulting from having to purchase the Product elsewhere, as well as lost profits due to not purchasing from the Supplier.
13.1.3. If the event described in 13.1.1(d) occurs, Z ELEKTRONIKA has the right to begin searching for an alternative supplier while notifying the Supplier immediately. In this case, for the duration of the termination notice period, or if the notice period is shorter, for six months, the Supplier shall cover any price difference and indemnify Z ELEKTRONIKA from all arising costs, damages, burdens, and obstacles in accordance with Clause 13.2.4.
13.1.4. In the event of termination under Clause 13.1, the Supplier must immediately return Z ELEKTRONIKA’s property free of charge, without any additional notice or request, in accordance with Clause 9.4.
13.2. Order Termination
13.2.1. Z ELEKTRONIKA reserves the right to terminate the Order, in whole or in part, at any time by issuing a written notice to the Supplier, specifying a termination period of its choosing. This right applies even if there is no fault on the Supplier’s side and regardless of whether the title to the Product has already transferred or some Services have already been performed. If the Supplier breaches any obligation under these General Terms and Conditions or the Order, Z ELEKTRONIKA has the right to terminate the Order with immediate effect.
13.2.2. Upon termination, the Supplier must immediately or upon the expiration of the termination period specified in the Order:
• Cease performance under the Order.
• Instruct its suppliers and subcontractors to halt their work.
• Seek instructions regarding any ongoing performance.
• Take all reasonable steps to preserve Z ELEKTRONIKA’s property in the Supplier’s possession or control.
13.2.3. Upon termination, Z ELEKTRONIKA’s only obligation to the Supplier is to pay:
(a) The portion of the purchase price specified in the Order that corresponds to Products and Services delivered or performed in accordance with the Order.
(b) The difference between the purchase price specified in the Order and the lower resale price obtained by the Supplier when selling undelivered Products/Services to another party.
(c) The Supplier’s actual, direct, and verified costs incurred before termination for unfinished Products/Services.
13.2.4. Exercising the termination right under 13.2 shall in no way result in Z ELEKTRONIKA being liable for obligations exceeding those it would have had if the termination had not occurred.
13.2.5. In the event of termination under Clause 13.2, the Supplier must immediately return Z ELEKTRONIKA’s property free of charge, without any additional notice or request, in accordance with Clause 9.4.
13.3. Effects of Withdrawal and Termination
13.3.1. The termination of the Order—if executed in accordance with Clauses 13.1 or 13.2—does not affect Z ELEKTRONIKA’s right to pursue any legal or contractual claims it may have before or at the time of termination.
13.3.2. Upon termination, the Supplier must immediately provide Z ELEKTRONIKA with the following upon request:
(a) All documents, drafts, drawings, working papers, notes, source materials, and any descriptions prepared in connection with the Order.
(b) All equipment, tools, machinery, parts, accessories, and Products (even if partially completed) as described in 13.2.3, if they were produced or manufactured for the Order.
13.3.3. Z ELEKTRONIKA shall not be liable for:
(a) Any performance by the Supplier after termination.
(b) Any costs that the Supplier, any supplier, or subcontractor could have reasonably avoided.
14. Insolvency
If any of the following occur in relation to the Supplier under applicable law or Hungarian law, Z ELEKTRONIKA may terminate the Order without liability, in accordance with the conditions set out in Section 13:
(a) The Supplier ceases or appears to cease normal business operations based on the circumstances.
(b) The Supplier fails to fulfill its obligations or debts when they become due.
(c) Bankruptcy, insolvency, or liquidation proceedings are initiated or filed against or by the Supplier.
(d) A receiver is appointed or engaged over the Supplier, its assets, or its business, or any of its creditors take possession of its assets or business.
(e) An assignment has been made for the benefit of creditors, or the Supplier has entered into any other agreement with its creditors or their committee.
(f) The existence of any circumstances that entitle a court to appoint a receiver or order liquidation, or that allow a creditor to file such a request.
(g) Any lien, enforcement, seizure, or other attachment is executed against the Supplier’s assets or is claimed in court.
15. Publicity
Without Z ELEKTRONIKA’s prior written consent, the Supplier may not advertise, publish, or announce in any way that it has received an Order from Z ELEKTRONIKA. The Supplier may not disclose any information related to the Order, nor may it use or authorize the use of Z ELEKTRONIKA’s or any of its customers’ names in advertisements, publications, or communications.
16. Notices
The Supplier shall notify Z ELEKTRONIKA in writing at least six (6) months in advance, or at the earliest possible time, of any plans, events, or changes that would lead to the termination of the manufacturing or supply of Products ordered by Z ELEKTRONIKA. Similarly, the Supplier must notify Z ELEKTRONIKA in writing at least six (6) months in advance and as soon as possible of any plans, events, or changes that may result in the Supplier ceasing its operations.
17. Assignment and Assumption of Obligations
17.1. The Supplier is not entitled to assign or transfer the Order, any part of it, or any rights or claims arising from it without Z ELEKTRONIKA’s prior written consent. The Supplier is also not entitled to contract with a third party for the assumption of any obligations under the Order or make any legal declaration to that effect without Z ELEKTRONIKA’s prior consent.
17.2. Z ELEKTRONIKA reserves the right to transfer or assign any of its rights or obligations under the Order to any party upon notification to the Supplier.
18. Legal Compliance and Business Conduct
The Supplier undertakes and warrants that it will fully comply with all applicable laws while fulfilling its obligations under these General Terms and Conditions (including contractual terms), including laws related to (i) bribery or influence peddling and (ii) environmental, health, and occupational safety regulations. The Supplier also undertakes that its employees and subcontractors will (i) not use child or prison labor in the provision of Goods and Services and (ii) not attempt to bribe or influence Z ELEKTRONIKA’s employees (including but not limited to gifts, commissions, free travel, or other cash or cash-equivalent incentives).
By delivering the Products and Services, the Supplier confirms its compliance with these obligations. If the Products sold or delivered to Z ELEKTRONIKA contain hazardous chemicals, the Supplier must provide all relevant documentation (including proper labeling and an electronic version of the safety data sheet). The Products delivered to Z ELEKTRONIKA must not contain arsenic, asbestos, benzene, carbon tetrachloride, mercury, cadmium, or any other chemical substance listed in the Montreal Protocol (dated September 16, 1987) unless Z ELEKTRONIKA has expressly consented in writing.
If Z ELEKTRONIKA determines that the Supplier has breached any warranties or guarantees set out in these General Terms and Conditions (including contractual terms), it is entitled to terminate the Order with immediate effect without any liability for damages or payments.
The Supplier grants Z ELEKTRONIKA or its representative the right to inspect the location where the Supplier manufactures the Goods or provides the Services to verify (1) quality, warranties, and guarantees, and (2) compliance with the specifications provided by Z ELEKTRONIKA or its customer.
19. Set-Off
Z ELEKTRONIKA is entitled to set off any overdue claims against the Supplier arising from any order, as well as any damages, warranty claims, or penalties, against the payment of the invoice issued under the Order.
20. Governing Law and Jurisdiction
20.1. These General Terms and Conditions, as well as the Order, shall be interpreted in accordance with Hungarian law.
20.2. For matters not regulated in the General Terms and Conditions and the Order, the Hungarian Civil Code and applicable Hungarian legislation shall prevail.
20.3. If the Supplier and Z ELEKTRONIKA are subject to the jurisdiction of different states and the parties have not agreed otherwise, disputes arising from the Order shall be resolved by the Permanent Arbitration Court organized by the Hungarian Chamber of Commerce and Industry.
20.4. If both parties are subject to the jurisdiction of the Hungarian state, the Supplier acknowledges that, depending on the value of the dispute, the Pécs Municipal Court or the Baranya County Court shall have exclusive jurisdiction over any legal disputes between the parties.
21. Supplier’s Status
21.1. The Supplier remains independent as a contracting party, and no provision of the General Terms and Conditions or the Order shall be construed as creating an agency, employment, partnership, or joint venture relationship between Z ELEKTRONIKA and the Supplier. Neither party has the right to bind the other in any other matter or business.
21.2. The Supplier’s general terms and conditions, if any, shall not apply to Z ELEKTRONIKA.
22. Exclusivity / Preferential Treatment of the Supplier
No provision in these General Terms and Conditions, any Order, or any related document concerning the Products or Services ordered or orderable by Z ELEKTRONIKA shall be interpreted as granting the Supplier exclusivity or a right of first refusal. Z ELEKTRONIKA reserves the right to purchase or procure similar Products or Services from other suppliers at any time. Z ELEKTRONIKA has no obligation to notify the Supplier regarding such decisions.
23. Hierarchy of Contractual Terms
23.1. These contractual terms fully apply to all agreements, contracts, orders, call-offs, and other terms related to the supply of products to Z ELEKTRONIKA. In case of any discrepancy between these General Terms and Conditions and separate agreements between the parties, the terms of the separate agreement shall prevail.
23.2. Unless otherwise agreed, the termination of these General Terms and Conditions automatically results in the termination of the related agreements, contracts, and terms specified in Section 5.1.
24. Duration of the General Terms and Conditions
24.1. These terms are valid for an indefinite period from the date of their publication on the website. Z ELEKTRONIKA is entitled to modify these terms at any time, and the amended terms shall become effective for the Supplier upon their notification.
24.2. Z ELEKTRONIKA may terminate these General Terms and Conditions at any time with a 30-day notice period.
24.3. Either party is entitled to terminate these General Terms and Conditions with immediate effect if the other party breaches any material obligation under these terms or any related agreements and fails to remedy such breach within 15 days of receiving a written notice. Unless otherwise agreed, acceptance of these terms invalidates any previous negotiations, agreements, or contracts to the extent that they contradict these terms. For Products ordered before but not yet delivered, these General Terms and Conditions shall apply.
Pécs, 06.01.2025