GENERAL TERMS AND CONDITIONS (GTC)
– for Resellers –
- General Provisions
(1) The purpose of these GTC is to generally regulate the legal relationships and agreements between DOXMAND HUNGARY Kft. (9096 Nyalka, Kossuth út 73; company registration number: 08-09-029664; tax number: 26224673-2-08; hereinafter referred to as “Doxmand”) and its resellers.
(2) Reseller: any individual or entity that purchases products distributed by Doxmand within the scope of their business activities for the purpose of resale. Under no circumstances shall a consumer be considered a reseller.
(3) These GTC shall apply to all agreements concluded between Doxmand and the reseller that authorize the reseller to place orders (hereinafter referred to as the “reseller agreement”).
(4) In the event of any discrepancy between these GTC and the reseller agreement, the provisions of the reseller agreement shall prevail over the GTC.
(5) The application of any general terms and conditions of the reseller is excluded.
(6) These GTC shall become effective upon their publication by Doxmand.
(7) Doxmand reserves the right to modify these GTC at any time. In such cases, the amended GTC shall apply as of the date of publication of the modification, even if Doxmand does not separately notify the reseller of the changes. - Conclusion of the Individual Agreement
(1) Upon the reseller’s request, Doxmand shall send a written offer (including email) to the reseller, which contains:
a) the products available for order,
b) the current reseller price list,
c) the shortest delivery time Doxmand undertakes,
d) the delivery address of the reseller,
e) the courier service currently used by Doxmand,
f) the estimated shipping cost based on the rate of the courier service currently used by Doxmand,
g) other terms of the reseller agreement,
h) access to these GTC.
(2) The reseller agreement is concluded upon acceptance by the reseller.
(3) If the reseller accepts the offer with any reservation, deviation, or other addition or modification, such declaration is invalid, and no reseller agreement is concluded. An exception to this rule is if the reseller declares that they wish to transport the ordered products with their own courier service. In such cases, the reseller agreement is concluded with the modification that Doxmand is not obligated to arrange delivery; instead, the products will be handed over to the courier designated by the reseller at Doxmand’s facility.
(4) The reseller agreement thus concluded serves as a framework agreement under which the reseller may place orders.
(5) Doxmand reserves the right to unilaterally modify the range of products available for order at any time, particularly if a specific product is withdrawn from the market or if Doxmand introduces a new product available for order by the reseller. Doxmand will notify the reseller of any changes in the product range—when possible—either by publication on the Doxmand website or by separate notification.
(6) Doxmand reserves the right to modify the resale prices of its products at any time. Doxmand will notify the reseller of any price changes through separate communication. Such modifications will not affect agreements already concluded, but all orders placed after the price modification will be subject to the new prices.
(7) Doxmand reserves the right to change the courier service it uses at any time.
- Placing Orders and Conclusion of Individual Agreements
(1) After entering into the reseller agreement, the reseller may place an order (hereinafter referred to as “order”) by sending an email to [email protected].
(2) The order must include:
a) the products to be ordered,
b) the desired delivery deadline (if not specified, the shortest delivery time indicated in the reseller agreement will apply, counted from the conclusion of the individual agreement or, if an advance payment is required, from the payment of the advance).
(3) After placing the order, the reseller may modify or withdraw the order only with Doxmand’s consent.
(4) Doxmand will confirm the order within one business day, specifying:
a) the quantity of products to be delivered, and
b) the date the products will be handed over to the courier used by Doxmand, or, if the reseller’s courier is picking up the products, the date they will be available for collection at Doxmand’s facility.
(5) Upon Doxmand’s confirmation of the order, an individual agreement (hereinafter referred to as “individual agreement”) is concluded between the Parties in accordance with the content of the confirmation.
(6) During the confirmation process, Doxmand may deviate from the order if
a) due to a stock shortage, the quantity requested by the reseller is not available,
b) if there is an issue on the courier service’s side that prevents fulfillment of the order within the delivery time requested by the reseller or the shortest delivery time specified in the reseller agreement.
(7) If no confirmation is provided, the individual agreement is not concluded.
- Fulfillment of the Individual Agreement
(1) The Parties are obliged to fulfill the individual agreement in accordance with its content, with the following agreements applicable to the individual agreement in the following order of priority—in case of any discrepancy, the provisions of the document listed first shall prevail over those listed subsequently:
a) the provisions of the individual agreement (if specific terms were negotiated between the Parties in connection with the individual agreement),
b) the provisions of the reseller agreement,
c) the then-current version of these GTC.
(2) The risk of damage related to the products shall transfer to the reseller as follows:
a) If delivery is carried out by the courier service used by Doxmand, the risk transfers to the reseller upon delivery at the shipping address, with the unloading being the responsibility of the reseller, unless the unloading is done by the courier service.
b) If delivery is handled by the reseller’s own courier, the risk transfers to the reseller upon handover to the courier, with the loading being the reseller’s responsibility, unless Doxmand (or its agent) performs the loading.
(3) If delivery is carried out by the courier service used by Doxmand, Doxmand shall include the delivery note as part of the package sent to the reseller.
(4) The reseller is obliged to perform a quantitative inspection of the products and record the findings in a report—also signed by Doxmand or the courier used by Doxmand:
a) upon receipt at the shipping address if delivery is handled by Doxmand’s courier service,
b) upon handover at Doxmand’s facility if delivery is handled by the reseller’s courier.
(5) The reseller may only report quantitative shortages during the quantitative inspection. After receipt or handover of the products, the reseller may raise quantity-related complaints by documenting them in a report with photographic evidence and sending it to Doxmand. Subsequently, Doxmand will initiate a claim with GLS, and the replacement for the quantity shortage may proceed based on the outcome of the claim.
(5) The reseller is also required to conduct a quality inspection of the products along with the quantitative inspection. In the event of any objections, these must also be recorded in a report signed by Doxmand or the courier service used by Doxmand.
(6) For quality defects that do not qualify as hidden defects, the provisions for quantitative complaints apply, meaning such quality defects cannot be reported after the receipt or handover of the products.
(7) The reseller must report any hidden defects immediately after discovering them or becoming aware of them and must allow Doxmand to investigate the defect. The reseller may not submit complaints regarding hidden defects after the expiration of the “best before” or similar period applicable to the given product.
(8) The reseller is only entitled to return products or otherwise send them back if explicitly authorized to do so by the individual agreement or the reseller agreement.
- Fees and Payment Terms
(1) The reseller is obliged to pay, as consideration for the fulfillment of the individual agreement:
a) the purchase price according to the price list in effect at the time of order placement,
b) the shipping costs (if delivery is handled by the courier service used by Doxmand).
(2) Unless otherwise stated in the reseller agreement, the reseller is required to pay the purchase price and shipping costs in advance by bank transfer based on the pro forma invoice issued by Doxmand for orders placed within six months of the conclusion of the reseller agreement. In this case, the delivery time begins upon payment of the advance, deviating from the other provisions of these GTC.
(3) After twelve months from the conclusion of the reseller agreement, additional payment terms shall be renegotiated and documented in the established reseller agreement.
(4) Doxmand is entitled to send the pro forma invoice and invoice by email to the email address specified in the reseller agreement.
(5) The reseller may not offset their own claims against the amount due. - Liability of the Parties
(1) If the product is covered by a manufacturer’s or other warranty, the fact and duration of such warranty shall be specified in the reseller agreement (or in an appendix to it) by type number.
(2) Without prejudice to any applicable warranty, Doxmand’s liability for damages in cases not covered by the warranty shall be limited to the purchase price of the product concerned, except as provided by Section 6:152 of the Hungarian Civil Code. Doxmand’s liability for any indirect or consequential damages, including lost profits, is entirely excluded. - Duration, Termination, and Cessation of the Reseller Agreement and Individual Agreement
(1) Unless otherwise specified, the reseller agreement is concluded for an indefinite term.
(2) The individual agreement is concluded for a definite term and terminates upon fulfillment by the Parties.
(3) In view of the above:
a) Either Party may terminate the reseller agreement with a written notice to the other Party, without providing any reason, with a 30-day notice period (hereinafter referred to as “ordinary termination”).
b) The right to ordinary termination does not apply to the individual agreement.
(4) Ordinary termination of the reseller agreement does not affect individual agreements concluded under the reseller agreement. If an individual agreement is to be fulfilled after the reseller agreement’s termination, the provisions of the reseller agreement shall continue to apply to that individual agreement, regardless of the termination.
(5) The Parties are entitled to terminate the reseller agreement or individual agreement with immediate effect by written notice to the other Party in the event of a serious breach of contract by the other Party (hereinafter referred to as “extraordinary termination”).
(6) Extraordinary termination of the reseller agreement—unless otherwise stated by the terminating Party—also affects individual agreements concluded under the reseller agreement, terminating them as well. - Force Majeure
(1) Neither Party shall be liable to the other Party, nor shall they be in delay or breach of contract, if the fulfillment of their obligations under the individual agreement is hindered by an unforeseeable and unavoidable event beyond the Parties’ control (a force majeure event).
(2) In the event of a force majeure, the affected Party shall promptly notify the other Party, if possible, and shall take all reasonable steps to continue fulfilling its obligations. - Governing Law and Jurisdiction
(1) The legal relationship between Doxmand and the reseller shall be governed by Hungarian law and interpreted accordingly. The Parties expressly exclude the application of any conflict of law rules that might result in the application of any other law.
(2) For the resolution of any current or future disputes arising from their legal relationship, the Parties submit to the exclusive jurisdiction of the competent court at Doxmand’s registered office. If such a jurisdictional agreement is not permissible, the Hungarian Civil Procedure Act (Pp.) shall govern matters of competence and jurisdiction. - Miscellaneous Provisions
(1) The reseller agreement may only be modified or terminated in writing, with the Parties accepting the validity of statements sent by email for this purpose as well.
(2) The Parties mutually process the personal data of the other Party’s representatives and contacts as independent data controllers. In this regard, each Party is solely responsible for its own data processing activities. The other Party shall bear no liability for any actions or omissions related to data processing by the Party, and the Party shall fully indemnify the other Party for any damages caused by its data processing activities or omissions.
(3) If any provision or part of any document governing the legal relationship between the Parties (GTC, reseller agreement, individual agreement) is or becomes invalid, unlawful, or unenforceable (collectively referred to as “invalid”), this shall not affect the validity and enforceability of the remaining provisions and parts of the document in question. In the absence of a separate agreement, the Parties shall apply a valid, lawful, and enforceable provision that most closely achieves the lawful purpose originally intended by the invalid provision or part.
(4) These GTC, the reseller agreement, and the individual agreement contain the entire agreement between the Parties. Any other contract, agreement, negotiation, or statement between the Parties shall be invalid and inapplicable to the legal relationship between the Parties.
Dated: Nyalka, 10.17.2024.
