Terms and Conditions
1. The Contractor
1.1. Name of the Contractor:
OXYGEN SMD Research, Development, Manufacturing, and Trading Ltd.
1.2. Registered Office of the Contractor:
1097 Budapest, Gubacsi út 6/D
1.3. Company Registration Number:
01 09 958561; Tax Number: 23288940-2-43
1.4. Phone Number:
+36-1-999-6546
1.5. Website and Email:
Website: www.oxygensmd.com
Email: office@oxygensmd.com
2. General Terms
2.1. Objective of the General Terms and Conditions:
The purpose of these General Terms and Conditions (hereinafter referred to as GTC) is to regulate the legal relationship between the Contractor and the Client during the Contractor’s activities. Accordingly, these GTC form an inseparable part of any business, delivery, or other agreement concluded with the Contractor.
2.2. Validity:
These GTC are valid until revoked or replaced by the next version.
2.3. Accessibility:
The Contractor makes these GTC available electronically in both Hungarian and English on its website www.oxygensmd.com and in printed form at its office.
2.4. Version Number:
V.1.2
2.5. Effective Date:
October 14, 2024
2.6. Contractor’s Resources:
The Contractor declares that it possesses all the personnel and material resources required to perform the contracted activities under the prevailing laws, standards, technical specifications, or industry practices.
2.7. Client’s Financial Capacity:
The Client declares that they possess the financial resources necessary to pay for the ordered products or services to ensure the payment of the contractor’s fee.
2.8. Debt Collection:
The Client acknowledges that the Contractor is entitled to manage its receivables through a debt collection agency if the Client fails to meet their payment obligations.
3. Detailed Contractual Terms
3.1. Formation of Contract:
A business contract is formed between the Contractor and the Client upon the Client’s written order (delivered by registered mail, courier, or electronically from the Client’s email address) or upon the acceptance of the Contractor’s offer. The contract also requires that all related documents be properly signed by the legal representatives of both parties, with the place and date of signing clearly indicated.
3.2. Public Information:
The Contractor continuously provides public information on the range of products designed, manufactured, assembled, repaired, or installed, and the related services through its website. However, this information does not constitute an offer.
3.3. Basis of Contract Formation:
Contracts are based on the Client’s order or the Contractor’s offer, which is considered a contractual proposal.
3.4. Order Registration:
The Contractor registers all incoming orders and issued offers. The Contractor must respond to the Client within three business days to confirm acceptance, reject the order, or request further clarification. Rejection does not require justification.
3.5. Clarification Deadline:
If the Client does not provide the requested clarification within five business days, the Contractor rejects the order.
3.6. Order Rejection:
The Contractor also rejects orders if the Client has outstanding debts from previous orders or disputes regarding previous contracts.
3.7. Implied Rejection:
If the Contractor does not respond to an order within 15 days, it is considered rejected.
3.8. Acceptance and Quotation:
If an order is not rejected, and necessary clarifications have been made, the Contractor provides a detailed quotation within three business days. Acceptance of the quotation by the Client constitutes a contract.
3.9. Delivery Obligation:
Once a contract is formed, the Contractor is obligated to deliver the product or service within the agreed timeframe. Any delays must be promptly communicated in writing.
3.10. Non-Performance:
Delays caused by the Client’s failure to fulfill conditions (e.g., providing information or materials) are not considered the Contractor’s default.
3.11. Record-Keeping:
The Contractor maintains records of all essential data, descriptions, technical drawings, and documentation related to contract fulfillment.
3.12. Essential Contract Information:
The following minimum information must be included in contracts:
- Product name and specifications
- Order number
- Product quality, color, and characteristics
- Unit price and quantity
3.13. Client’s Obligations for Custom Products:
The Client must provide:
- Technical drawings (e.g., *.dxf, *.dwg)
- Architectural and mechanical plans for lighting installations
- BoM and PCB designs for SMT manufacturing
- Material specifications
3.14. Retention of Records:
The Contractor retains all relevant records for five years or until the resolution of any legal disputes.
3.15. Use of Personal Data:
The Contractor only collects personal data with the Client’s consent, used solely for contract-related purposes.
3.16. Reference Use:
The Client consents to the Contractor using their completed projects as references, including photographs.
3.17. Modifications to GTC:
The Contractor reserves the right to unilaterally amend these GTC, provided the changes are announced on the website 15 days before taking effect.
Here’s the detailed translation of the additional terms and conditions:
3.21. Contract Initiation
The Client acknowledges that the Contractor will only commence the necessary actions, procurement, or production related to the requested product or service after the actual conclusion of the contract. The Contractor excludes the possibility of any other implied contract formation and commits solely to the obligations explicitly outlined in the written agreement.
3.22. Contract Modifications
The Client acknowledges that any written contract concluded with the Contractor may only be modified in writing through mutual agreement. The Contractor excludes the possibility of any other contractual modifications and will not undertake or be held responsible for any deviations outside the written agreement.
3.23. Withdrawal by the Client
The Client may withdraw from the contract at any time without justification. However, in such cases, the Client is obligated to compensate the Contractor for any incurred damages, costs, and expenses, based on the Contractor’s invoice. Additionally, a 10% cancellation penalty is payable to the Contractor.
3.24. Packaging and Transport Costs
The Client acknowledges that the Contractor will invoice for all materials and packaging (e.g., wooden inserts, film, pallets) required for the transport of completed products. These costs are listed as separate items in the contractor’s fee.
3.25. Partial Deliveries
The Client must accept partial deliveries within the delivery period specified in the contract and settle the corresponding invoices under the agreed payment terms. Advance deliveries outside the agreed schedule may only occur with the Client’s prior consent.
3.26. Place of Performance
The delivery location for the products specified in the contract is the Contractor’s premises. Delivery is deemed complete when the products are handed over to the Client or their appointed carrier.
3.27. Collection Obligations
After the Contractor notifies the Client of product readiness, the Client must collect the products within 3 business days. Failure to do so will result in the Contractor charging storage fees and additional custodial costs, amounting to 1.0% of the product’s gross value per day. If collection does not occur within 10 calendar days, the Contractor is entitled to deliver the goods to the Client’s address at the Client’s cost and risk. These costs, including storage fees, will be added to the Contractor’s invoice.
3.28. Product Pickup Timing
Products can only be picked up from the Contractor’s premises on business days between 08:00 and 15:30. Vehicles arriving after these hours will not be accommodated.
3.29. Quantity and Quality Control
During pickup, the Client or their appointed carrier must verify the quantity of products against the delivery note and confirm receipt with a signature. Quality checks may also be conducted during handover, for which the Contractor provides the necessary conditions. If not performed at the time of collection, the Client must begin quality checks immediately and complete them within 8 days of receipt. Any defects must be reported to the Contractor in writing, specifying warranty claims.
3.30. Suspension of Use in Case of Defects
If a defect is identified, the Client must immediately suspend further processing, transport, or installation of the defective products and present them to the Contractor. Failure to do so results in the Contractor rejecting the complaint and disclaiming liability.
3.31. Remedies for Defective Products
For validated defects, the Client is entitled to request repair or replacement if the defect prevents proper usage. Minor defects not affecting functionality do not entitle the Client to reject the products or delay payment.
3.32. Custom Product Quality
For custom products, quality compliance is limited to the parameters agreed upon in the quotation. The Contractor is not liable for consequences arising from materials or technologies altered by the Client or for unforeseen conditions not specified in the order.
3.33. Carrier Transport Obligations
When products are transported by a carrier, the Client must promptly take measures to assert claims against the carrier for any quantity or quality issues. The Contractor is not responsible for damages that could have been claimed against the carrier.
3.34. Complaints and Claims
The Client may submit complaints regarding non-conforming performance only in writing, addressed to the Contractor’s managing director. Complaints must include all necessary identification details and evidence. Complaints do not exempt the Client from payment obligations. The Contractor must respond to complaints within 3 business days and take necessary actions. Complaints must be resolved in writing with mutual agreement.
3.35. Force Majeure
In the event of force majeure, the Contractor may delay delivery, terminate the unfulfilled portion of the contract, or cancel it without liability. Force majeure includes war, natural disasters, pandemics, strikes, and other uncontrollable circumstances affecting the Contractor or its suppliers.
3.36. Retention of Ownership
The Contractor retains ownership of the products until full payment is made. For delays exceeding 15 days, the Contractor may suspend production or delivery. After 30 days, the Contractor may reclaim delivered products and demand compensation for damages.
3.37. Downstream Contracts
If the Client orders products for resale to their own customers, any termination of the Client’s contracts does not exempt them from obligations under this agreement.
3.38. Ownership Transfer and Payment Completion
Ownership of the products transfers to the Client only after the full payment is credited to the Contractor’s bank account or settled in cash.
3.39. Late Payment Interest
For payment delays, the Contractor may charge 20% annual late payment interest, calculated daily.
3.40. Invoicing Obligations
The Contractor is obligated to issue an invoice within 8 days of completion. The Client must countersign and return completion certificates within this timeframe. Failure to do so does not invalidate the Contractor’s invoice or payment obligations.