General Terms and Conditions

PROMIX-GIFTS KFT
(Headquarters: 1211 Budapest, Corvin út 18-24. Tax Number: 12288221-2-43)

Hereinafter referred to as “Contractor,” carries out its business activities under the following General Terms and Conditions (hereinafter referred to as “GTC”) and the provisions of the Civil Code (“Ptk”).

Formation of the Contract
The contract between the Client and the Contractor is established upon the Client’s written acceptance (by submitting the order to the Contractor) of the offer sent by the Contractor, and the Contractor’s written confirmation or commencement of performance, according to the terms of the confirmation.

Unless otherwise agreed in a separate framework agreement or specific order, the Client accepts that by ordering any goods or services, they have read, understood, and accepted the GTC as binding upon themselves.

The Contractor ensures that the Client is appropriately informed of the current General Terms and Conditions and any amendments. The Contractor publishes them on its official website (www.promixgifts.hu) and provides them via email upon request.

The Contractor reserves the right to unilaterally amend the GTC at any time. However, the provisions of the GTC in force at the time of the contract’s conclusion apply to already concluded contracts.

Offer
All offers are non-binding unless explicitly stated in writing by the Contractor that they are binding. We reserve the right to intermediate sales.

Formation and Modification of Orders
The Client may order the desired product or service in writing based on the quote. Orders can be placed by letter or email. In the order, the Client must specify the object of the order, the method of payment, and all other parameters that clearly define the product or service in question (name, number, quantity, quality, price of the goods or services).

The Client agrees to provide the Contractor with all documents, data, and information necessary for the fulfillment and execution of the order in writing (electronically) throughout the order’s duration, beyond verbal discussions.

Under these GTC, the Contractor is obliged to deliver the goods or services (hereinafter referred to as “Goods”) specified in the contract at the later agreed-upon time or period to the contracting party (hereinafter referred to as “Client”). The Client is obliged to receive the Goods and pay the price based on the invoice issued by the Contractor.

The Client declares that the financial cover for the order is available.

Unless otherwise agreed between the parties, the Contractor’s deliveries and services are governed by these GTC. If the Client has their own general terms and conditions, these GTC shall still apply.

Our prices are wholesale net prices, which do not include VAT. Our prices are valid for collection at our Budapest site. We reserve the right to change prices in case of currency exchange rate fluctuations.

Delivery Deadline
The Contractor is entitled to issue the invoice within ….. days after the order is placed. The deadlines provided in the offers always refer to the transfer of information necessary to fulfill the order along with the order. If the information or graphic designs necessary for fulfillment are provided later, we reserve the right to modify the delivery deadlines. If the parties agree on delivery based on a sample, the start date of the delivery deadline is the day after the written acceptance of the offer.

Conditions of Performance
Goods may be collected in person at the Contractor’s premises, delivered via a courier, or shipped to the Client’s premises. The Contractor delivers the ordered goods free of charge within Budapest for orders exceeding a net value of HUF 100,000. Below this value, the Contractor delivers the goods to the Client for a fee based on a separate agreement. We do not recommend shipping fragile products through postal couriers, and we cannot guarantee their safety. The Client is required to conduct a piece count during handover, covering at least the larger packaging units. The Contractor reserves the right to partial deliveries and, unless otherwise agreed, is entitled to early or partial performance.

As proof of the Contractor’s performance, the parties shall consider the delivery note or the handover-takeover protocol. The parties are obliged to record all essential information on these documents. The Client must raise any objections at the time of handover-takeover. If the defect is only discovered later, the Client must submit their objection without delay, but no later than 5 working days after receiving the goods, in writing with justifications and evidence. The Client bears responsibility for improper or late defect notifications.

In the event of any deficiencies during performance, the Contractor is entitled, at its discretion, to replace the defective product, repair it, or agree with the Client on a price reduction.

The Client irrevocably agrees that the Contractor may engage subcontractors to perform specific tasks or subtasks during the performance. The Contractor is liable for the performance of the subcontractor as if the service had been provided by the Contractor itself.

Payment Terms: Contractor’s Fee and Delay
For orders of products or services included in the offer, the Contractor is entitled to request an advance payment to commence performance.

The Client is obliged to pay the value of the ordered goods and services against the Contractor’s invoice, within the deadline and in the payment method indicated on the invoice.

At the Client’s request, the Contractor’s invoice must include the Client’s order number. The Client agrees to provide the PO number to the Contractor no later than before the receipt of the order.

We can only accept invoice-related complaints within the payment deadline.

After the goods are delivered and the invoice is received, the Client cannot condition the payment of the invoice on any other terms.

The Contractor retains ownership of the invoiced goods until all claims arising from the contract have been fulfilled by the Client. The Client cannot alienate, encumber, or destroy the goods – under penalty of law. The Client is obliged to inform any potential third parties of this fact if their actions may affect the goods owned by the Contractor.

In case of delayed payment, the Contractor may refuse further deliveries or require advance or cash payments.

For partial deliveries, if the Client is more than 8 days late in paying any installment, the Contractor is entitled to suspend further deliveries until the outstanding invoice amount is settled or require advance payment.

In the case of transfers, the parties consider payment completed once it is credited to the Contractor’s bank account.

If the invoice is not settled within the deadline, the Buyer is automatically in default without further notice.

In the event of late payment, the interest on overdue payments is governed by Section 6:155 of the Civil Code, which stipulates that the interest rate on overdue payments is the base rate of the National Bank of Hungary applicable on the first day of the relevant calendar half-year, increased by 8 percentage points.

Validity of the Contract
The parties conclude this contract for the fulfillment of the goods or services specified in the order. The legal relationship between the parties terminates with the expiry of the contractual term and the fulfillment of the contract.

The Contractor reserves the right to terminate the legal relationship immediately if its content violates the Contractor’s or third-party rights, business interests, or public morals. In this case, the Client is not entitled to compensation but is liable for any damages and costs incurred.

If the Client cancels the contract before delivery, they must reimburse the Contractor for all costs incurred within 5 days of the cancellation. This includes costs related to procurement or its cancellation, lost profits, and other verified costs related to fulfilling the order, especially administrative costs. In this case, the compensation amount cannot exceed the order value. After fulfillment, the Client cannot cancel the contract and is obliged to pay the full purchase price according to the contract.

Liability
The Client is fully responsible for the content of the ordered advertising materials and compliance with regulatory requirements. The Client is obliged to ensure that the materials intended for publication comply with the applicable legal requirements and do not infringe third-party rights, particularly with regard to copyright and competition law.

The Client must demonstrate that they possess all copyright and other rights related to advertising necessary for publication. The Client is responsible for any damages resulting from the failure to do so.

Compensation can only be claimed from the Contractor if the damage was caused by gross negligence or intent on the Contractor’s part.

No other claims for damages (e.g., for lost business profit) can be asserted against the Contractor by the Client or any third party. Force majeure events (e.g., natural disasters, extreme weather conditions, acts of terrorism, etc.) exempt the Contractor from all liability and any claims for damages by the Client.

The Contractor excludes liability for damages arising from the improper or unprofessional use of the goods after fulfillment, including improper storage or damage to the goods.

No post-purchase complaints will be accepted for products purchased from the Contractor but not branded by the Contractor.

The Contractor undertakes a warranty obligation in cases specified by Hungarian law. The Client must prove the purchase by presenting an invoice.

There is no option to exchange textile products for a different size.

In the event of deficiencies, the Contractor is entitled to choose to replace, repair, or agree on a price reduction with the Client.

The parties agree that for any quality complaints affecting no more than 5% of the total quantity of products and services provided, the performance will be considered acceptable without legal consequences.

Confidentiality
The parties are obliged to keep all facts, data, and information they become aware of under this contract strictly confidential as business secrets. These facts, data, and information may not be disclosed to third parties. The breaching party shall bear the damages arising from the violation of confidentiality obligations.

Emblem Branding of Promotional Items
The price of branded products consists of the product price, branding costs, preparation tool, and machine setup fees.

The Client is obliged to provide the materials related to the service ordered for the products at the same time as the order in a verifiable manner.

The Client is required to pay the full amount of pre-work (e.g., graphic design, tool preparation, machine setup) performed under the order, even if the order is canceled later.

The Contractor is not responsible for errors not noticed by the Client in the proof and not reported in writing.

We reserve the right to deliver a quantity slightly different (2%) from the ordered quantity for branded products due to labeling and manufacturing technology.

The films, tools, and printing plates produced by the Contractor during the performance of the contract remain the property of the Contractor.

The parties acknowledge that minor deviations from the original design (color, material, size, execution) may occur in all printing processes, which do not constitute grounds for complaint.

Graphic and Interior Design Plans
The materials prepared and provided to the Client by the Contractor, including the visual plans presented at any stage of the work process, remain the exclusive intellectual property of the Contractor.

The Client declares that the Contractor has the right to use the materials provided for the creation of creative designs to the extent necessary to fulfill this contract.

The Client is only entitled to the user rights related to the property rights upon payment of the full amount, and only with regard to the final formats prepared by the Contractor. The Client acknowledges that the copyright of the ordered product belongs to the Contractor.

If the Client terminates the contract at any time after accepting the graphic design, they are obliged to pay the Contractor for the work proportionate to the work performed within 8 days. The Client acknowledges that if they do not accept the finished product after the requested modifications, the Contractor is entitled to the full fee.

Prices always refer to the delivery of finished content in publishable format. If the Client requests targeted graphic files or other software-processable files, i.e., source files or other similar formats, this is possible only after prior notice and at an individually agreed surcharge.

Upon full payment of the contractual fee, the Contractor grants the Client a time- and territory-unlimited, transferable user right to the finished product. The Client is not entitled to modify or revise the finished product, and source materials can only be used under a separate agreement.

Other Provisions
The Contractor is entitled to photograph the products delivered under this contract and use them and the creative designs prepared as references in its portfolio, website, and other materials. The Client agrees that the Contractor may display the company name in its portfolio.

Any deviation or addition to these GTC is valid only if agreed upon in writing by both parties.

If any provision of these General Terms and Conditions or the supplementary agreements made between the parties is or becomes invalid, this shall not affect the validity of the remaining provisions.

The parties declare that they wish to settle any disputes arising from this agreement primarily through amicable negotiations. For the adjudication of disputes, the Pest Central District Court or the Budapest Metropolitan Court is exclusively competent. The parties consider the provisions of the Hungarian Civil Code binding for any issues not covered herein.

These General Terms and Conditions take effect on July 1, 2024, and apply to contracts concluded thereafter.