General terms and conditions

 

I. General provisions

 

1.1. These General Terms and Conditions contain the general conditions of the services agreements between the

ISOTOPTECH ZRT., H-4025 Debrecen, Piac utca 53. 2. em. 9.,

VAT number: 11804262-4-09, group identification number: 17781138-5-15,

company registry number: 09-10-000303, EU VAT number: HU17781138,

bank account number: 11600006-00000000-17569794,

Correspondence address: H-4001 Debrecen P.O. Box 390

(hereinafter referred to as Contractor) and its clients (hereinafter referred to as Client). Any deviation from these General Terms and Conditions in any services agreement may be agreed on by the Parties only in writing. Unless otherwise stipulated in the services agreement, these General Terms and Conditions shall be applicable to the Client and the Contractor as well without any special provision.

Any questions not regulated in the services agreement between the Parties, these General Terms and Conditions shall apply, and any questions not regulated hereunder shall be governed by the effective law. Any questions not regulated hereunder and the interpretation hereof shall be governed by the effective laws of Hungary.

1.2. These General Terms and Conditions and any amendments hereof shall be published by the Contractor in its websites (isotoptech.hu, isotoptech.eu, isotoptech.com). Unless expressly otherwise stipulated in the given services agreement between the Contractor and the Client, the amendment hereof shall affect the services agreements in force as well. The contractual partners of the Contractor shall be notified of the fact of the amendment hereof via e-mail, and the amended General Terms and Conditions shall be published in the websites above by all means. If the Client does not submit any complaint against the amendment hereof within 15 days after the related notification of the Contractor, the amendment shall be deemed accepted. If the Client submits a complaint against the amendment within 15 days after the issue thereof, in the individual agreement concluded with the Client, the deviation of the legal relationship between the Client and the Contractor from the General Terms and Conditions shall be discussed.

1.3. If any regulation hereunder proves to be or becomes partly or in whole invalid or unenforceable, it shall not affect the remaining regulations hereunder.

 

II. Quotation and purchase order

 

2.1. Based on the scope of services requested by the Client, the Contractor shall make a quotation where the services and the prices shall depend on the quantity and the condition of the samples to be tested. Request for quotation shall be in writing (e-mail or letter) with the following content:

• Name of the (legal) person requesting for quotation
• Name and address of the institution
• VAT number/EU VAT number:
• Contact data of the requester (phone number, e-mail address)
• Description of the services to be performed, sample type, if possible, the count of samples/products

Upon the request for quotation, the Client accepts these General Terms and Conditions. The Client states and warrants that he/she/it is entitled to conclude an agreement, and he/she/it is authorised to conclude an agreement on the use of services.

2.2. As regards the issue of a quotation and the purchase orders and any modifications thereof, both Parties shall cling to the written form. Any changes by the Client regarding the ordered services can be accepted by the Contractor only in case of written notice. An additional precondition of the change of the ordered service (hereinafter referred to as Service) besides the written document from the Client shall be the written confirmation of this document by the Contractor and the written agreement between the Parties on the incidentally modifying contractual terms and conditions (performance deadline, price etc.). No agreement shall be concluded, if there are any deviations in the purchase order from the quotation.

2.3. Submission of the purchase order:

The purchase order can be submitted only in writing with the following content:

• Name of the Client:
• Name and address of the institution
• VAT number/EU VAT number:
• Contact data of the Client (phone number, e-mail address)
• Description of the services to be performed, sample type, if possible, the count of samples/products
• Invoicing data (name, address, VAT number)
• Address of the delivery of the invoice (if other than the invoicing data)
• Number of the quotation

Samples can be submitted by the full completion of the purchase order form available at the website www.isotoptech.hu (www.isotoptech.eu, www.isotoptech.com) and in case of measurement service, by the unambiguous/individual identification of the samples (script). In the lack of a list or the name and contact data of the Client or in case of ambiguous sample identification, the laboratory operated by the Contractor shall not start or may deny the registration and the processing of the sample. The performance deadline shall be counted from the receipt of the sample in the laboratory of the Contractor.

The date and time of the receipt of the sample shall be the date and time when the suitably identifiable samples, the fully completed purchase order form and the list are received. The Contractor shall not be liable for any sample without a legible individual sample name and number, and if no list is attached.

After the receipt of the purchase order and the samples, the Contractor shall send a purchase order confirmation to the Client by confirming the prices, the deadlines and the further terms and conditions. The Client may challenge the content of the purchase order confirmation within 5 working days. In the lack of such challenge, the confirmation shall be deemed accepted.

III. Sampling

In case of a measurement service, the Contractor shall not be liable for sampling, if sampling was performed by the Client or by any third laboratory. If the samples received are not conserved as described in the standards or the storage life (from sampling until the receipt of the samples in the laboratory) allowed in the standard is exceeded upon receipt, the Contractor shall notify the Client in writing of any possible consequences thereof (such as the inappropriate measurement result) and record it in the report.

If the Client needs a report containing documented sampling, the Client shall be liable to notify the Contractor thereof upon the request for quotation and to order sampling as well, if it is necessary.

The Contractor shall notify the Client of any samples received in damaged packaging (if the sample container cracked, the sample is presumably contaminated or is spilled).

IV. Performance

4.1. The Contractor shall perform its measurement Services according to Hungarian and international standards or in the lack thereof, according to validated or verified individual methods.

4.2. The Service performance deadline undertaken by the Contractor is based on estimation, and it shall be legally binding for the Contractor, only if the Parties expressly stated the deadline in writing to be “mandatory”.

Performance can be started only after the performance of the cooperation obligations of the Client. The Client undertakes to provide every necessary material and sample to the Contractor free of charge, and to notify the Contractor without delay, and if possible, in advance, of any information affecting the rights and obligations of the Contractor hereunder. Any delay of the above cooperation obligation of the Client shall prolong the performance deadline.

Any excess cost arisen due to the delay or the repetition of the performance of the Service due to any samples, data or information provided by the Client late, incorrectly or incompletely shall be borne by the Client. The Contractor shall be entitled to pass its excess costs arisen due to the above to the Client even in case of a fixed price stipulated in the agreement.

Force majeure shall be defined as any event beyond the control of and not attributable to the Parties, which hinders or prevents the performance of the undertaken Service. The Parties shall notify each other of the occurrence and the termination of any force majeure event, and of any related significant circumstances during the presence thereof. If a force majeure event does not prevent, but only delays the performance of the agreement, the performance deadline shall be prolonged by the delay triggered by the force majeure event, and the Contractor shall be entitled to split the ordered Service proportionally in time.

4.3. The Contractor shall be entitled to use a subcontractor. The Contractor shall be liable for the work performed by its subcontractor. If a subcontractor is used for accredited sampling and tests, the Contractor may involve only an accredited subcontractor according to the Hungarian Standard MSZ EN ISO/IEC 17025:2018. The Contractor shall notify the Client in writing of the above, and shall ask for the confirmation of the Client. In this way, the Client acknowledges that the Service performed by using a subcontractor, or any part thereof, shall also be subject to these General Terms and Conditions. The Contractor shall be released from liability for a subcontractor, if such subcontractor was assigned by the Client or a subcontractor was required by an authority.

4.4. The Services performed by the Contractor to the Client are based on the measurements of samples taken by the Contractor or provided to the Contractor, and contain data only in the scope of the Service ordered by the Client.

In this way, the Services are performed according to the instructions of the Client, therefore, it may occur that significant characteristics are not tested, evaluated or reported. Any deviation from the testing standard or the accredited individual method shall be requested by the Client in writing; in this case, the Contractor shall not issue an accredited result, and it shall record such deviation in the report.

4.5. The Client states and accepts that by the performance of the Service, the Contractor shall not take over any contractual or other obligations of the Client to any third person (e.g. the supply any goods of a quality or condition determined in the supply agreement of the Client).

4.6. The Client acknowledges that exclusively the Client shall be liable for the use of any plan, preliminary report or partial report made by the Contractor, and the Contractor shall not be liable for any deviations thereof from the final report or from the completed Service.

 

V. Return of the remaining samples:

The raw and processed samples remaining after the measurements shall be returned by the Contractor to the Client only if it is requested by the Client, therefore, the Client shall aim to send only the sample quantity necessary for the measurement to the laboratory.

The remaining samples can be reclaimed only in the purchase order form submitted with the samples. The personal receipt of the samples is possible in the laboratory of the Contractor. If the Client requests the return of the remaining samples, the postal fees shall be included in the confirmation of purchase order, which shall be borne by the Client. The remaining samples shall be stored by the Contractor for 3 months after the issue of the results, and after this, they shall be destroyed. An exception from the above shall be the non-reclaimed residual samples which cannot be processed again later, since it would lead to incorrect measurement results. These residual samples shall be stored by the Contractor for at most two weeks after the issue of the measurement results, and afterwards they shall be treated as waste.

 

VI. Warranty and liability

6.1. The complaint against the Service of the Contractor shall be valid, if it is submitted by the Client to the Contractor in writing, by including all related data, without delay, but at most within 10 working days after the performance of the Service. Any complaint submitted by the Client shall be assessed, and the Client shall be notified in writing of the findings of such assessment.

If the complaint is reasonable, the Client, upon its choice, may require the free-of-charge correction or the amendment of the defective performance or the repeated performance of the Service (new measurement) or a part thereof. If according to the point of view of the Contractor, correction or a new measurement is impossible, the liability of the Contractor shall be restricted to the reimbursement of the services fee paid for the Service.

6.2. The Contractor undertakes that the precision of its measurement results is in compliance with the requirements of the test method.

6.3. In case of a quantified damage to be proven, which arises from the activity or the default of the Contractor, the Parties shall immediately take any efforts to mitigate such damage. Beyond the above, the Contractor shall not be liable for any damage (including consequential damage) or for the loss of income, production, future transactions or future orders etc. or the termination of agreements.

The Client shall defend, indemnify and hold harmless the Contractor against every claim of any third party who received a report or any other Service or the result thereof from the Contractor or relied thereon, if such claim, including the related legal expenses and costs of litigation, exceeds the amount determined above.

The Client shall hold harmless the Contractor against any claim (including the costs of litigation), which directly or indirectly originates from the followings:

(i) any claim from authority actions or from a third party, which arises due to that the Client or any third party who received or used a report or any other Service or the result thereof from the Contractor or relied thereon presumably or actually refused to comply with related law or court decisions; (ii) any information provided by the Client and relied on by the Contractor; (iii) any personal injury, financial damage or loss, economic loss and loss regarding intellectual property, which was suffered by any legal or natural person regarding the Services performed.

The Client shall hold harmless the Contractor against any claim (including the costs of litigation), which originates from the unauthorised use or misuse of the Services (reports etc.).

If the damage occurs not exclusively due to the fault of the Contractor, the Parties shall settle the accounts according to the rules of loss distribution. The Contractor shall not be liable, if the damage is indirect or the damage occurs due to the incorrect or deficient sample and data supply of the Client or the default thereof.

6.4. The Contractor shall expressly be exempted from liability for the quality of the samples analysed or for the deterioration of the quality or the damage of the samples.

6.5. The Client shall be liable for the interpretation, the further application of the measurement results of the Client, for drawing conclusions from and for relying on such results. The Client may request the Contractor, by increasing the fee of the Services, to undertake increased liability. For this, a written agreement signed by the authorised employee of the Contractor shall be necessary.

 

VII. Payment terms and conditions

7.1. Within 3 working days after the performance, the Client shall submit a written statement on the acceptance of performance; in the lack of such statement, performance shall be considered as accepted by the Parties.

After the performance of the Service, the Contractor shall issue an invoice. The services fee shall be paid within at most 30 calendar days. In case of delay in payment, the Contractor shall be entitled to suspend its further services to the Client and to charge a default interest stated for late payments in the section 6:155 of the Act V of 2013 on the Civil Code. To the services fee, the value added tax effective at the issue of the invoice shall be added and charged.

7.2. The complaint against the invoice of the Contractor shall be valid, if it is submitted by the Client to the Contractor in writing, with a reference at least to the number of the invoice, without delay, but at most within 10 calendar days after the receipt of the invoice.

 

VIII. Further use of the results of the Service

8.1. The intellectual property rights in the measurement results, the opinions and the calculations of the Contractor shall remain with the Contractor.

8.2. The Client may use the measurement results and opinion only for the purposes determined in the agreement with the Contractor. Unless otherwise agreed by the Parties, the Client may use the Services only in the name and on the behalf of itself. The Client shall notify the Contractor, if it intends to use any of the Services for a third person.

8.3. If the Client uses any Service in a way that it leads to a dispute with the Contractor or it is detrimental to the professional reputation of the Contractor, the Contractor shall be entitled to use and forward any data, records or samples, which serve the necessary protection of the Contractor.

 

IX. Jurisdiction

9.1. The Parties agree that they aim to settle any disputes via negotiations. The Parties set the exclusive jurisdiction of the courts in Debrecen (the District Court, Debrecen or the Tribunal of Debrecen, depending on the jurisdiction) to decide any disputes unable to be settled out of court.