General Terms and Conditions

Matusz-Vad Zrt. General Terms and Conditions (GTC)
relating to Supplier Contracts
(Short descriptions in other documents: The Supplier's GTC comes into effect: as of 1 July 2020)

  1. Matusz-Vad Zrt. (Registered office: 1103 Budapest Kőér u. 3/A.; VAT number: 14651245-2-42; company registration number: 01-10-048495; represented by: Balázs Károly MATUSZ managing director; beszerzes@matusz-vad.hu; +36 96 510-330; fax: +36 96 900 177; www.matusz-vad.hu, hereinafter referred to as ‘Customer’) shall apply the provisions of these GTC on legal transactions conducted with suppliers (hereinafter referred to as Supplier).
  2. Supplier: a person establishing a legal relationship with the Customer, making a legal declaration in relation to the supply of any product to the Customer.
  3. The GTC are available from the Customer’s Purchasing Department and on Customer’s homepage (www.matusz-vad.hu).
  4. Scope of the GTC: The GTC shall be applicable for the legal transactions performed between the Customer and the Supplier (the Supplier and the Customer jointly referred to as 'Parties') which came into existence either inland or abroad, unless the Customer requires otherwise in a written form. Provisions of the GTC related to contracts shall be properly applied on unilateral legal statements.
  5. Following the conclusion of the Contract – in compliance with the relevant legal and other requirements – the Supplier contracts to provide on-going performance ordered by the Customer in the standardized electronic form to the locations specified in the order. The on-going deliveries shall be performed via the Supplier’s own logistics network or that of its appointed representative by complying with the terms specified in the order and the quality standards defined on the website.
  6. As the basis of accounts, each Party shall accept the price of the standardized ordering form submitted by the Customer and confirmed by the Supplier. The Parties mutually acknowledge that the Order confirmed by the Supplier is a legally binding contract document. If the Supplier delivers the goods to the Customer’s premises without prior Order confirmation, the Order is considered to be confirmed, and the prices of the Order will apply as the basis of accounts.
  7. The Supplier shall provide the list prices of the products by including the tax components prescribed by statutory provisions, in particular, but not limited to the excise duty, the public health product tax (hereinafter referred to as NETA), the environmental tax, and the value added tax (hereinafter referred to as VAT). If the taxes prescribed by statutory provisions were not identified when the list price of any product was calculated, the prices shall be considered as prices already containing the taxes and fees prescribed by statutory provisions. Following the conclusion of the Contract, the Supplier guarantees that the amount of taxes and fees included in the product prices has been paid by itself or by a third party at an earlier level of the supply chain, if applicable.
  8. The Supplier issues the invoice right upon each delivery and receipt of goods with a payment term specified in the Contract, also attaching the Delivery Note for the evidence of the fulfilment. If there is payment term agreed between the Parties, the payment term shall be 30 days.
  9. Incorrect invoices are returned to the Supplier within 5 days upon receipt. If no payment is effected or no objections are raised within the payment term specified in the Contract, the Customer shall pay a late interest prescribed by the Civil Code of Hungary. The Parties agree that the recovery cost of 40 EUR provided by law for late payments is not applicable against the Customer, if the payment is effected during the first 30 days of the delay. If the reasons for non-payment are beyond the control of the Customer, it is considered proper grounds for exemption of this cost.
  10. In the event of a serious breach of contract the aggrieving Party has the right to immediately terminate the Contract in writing after having called the defaulting Party in writing to restore the contractual status and upon expiry of a reasonable cure period stated in the call no action is taken. A serious breach of contract is especially a delay in payment of any invoice, financial letter exceeding 15 days, repeated incomplete or defective fulfilment or non-fulfilment of the deliveries, or the infringement of the provisions regarding confidentiality or the protection of reputation.
  11. Either Party is entitled to terminate the contract in writing with immediate effect in the event of liquidation proceedings against the other Party at first instance or ultimately, or if the other Party initiates voluntary liquidation or bankruptcy proceedings.
  12. Should there be any change in data regarding the presentation, packing, size, weight or any other logistics parameters of a product, the Customer shall be informed by the Supplier in writing by sending the own specification sheet of the Supplier at least one week before the introduction of the modification. A product with modified data is regarded as a new product.
  13. The Supplier shall notify the Customer each time when the Customer’s site is the first place of unloading in Hungary regarding a specific product, so that the Customer can notify the authorities in accordance with the binding legal obligations. Failing to meet this obligation, the Supplier shall bear all resulting losses or damages and fines. In the event of an order subject to the Electronic Public Road Trade Control System (EPRTCS), the Supplier shall send a scanned CMR document to the Customer indicating, in particular, the quantity of goods and the licence plate number of the vehicles, so that the Customer can perform registration in accordance with EPRTCS regulations. If Supplier fails to do this or fulfils this obligation inaccurately or incompletely, or launches freight transport without prior notice, then the Customer has the right to cancel the order without any legal consequences and may refuse to take over the goods, and the Supplier must promptly compensate any costs and fines incurred by the Customer as a result of this.
  14. Orders are placed by the Customer with an agreed regularity by means of electronic mails. The order shall include: the Customer’s company name, bill-to address, order number, description and item number of the products ordered, quantity, unit of measure, exact address of destination, the name and contact information of the person in charge of goods receipt.
  15. For the case when the products are transported by road transportation, the Supplier understands that the transportation shall not be started without the Electronic Trade and Transport Control System (EKÁER) number prescribed by the Act on the Rules of Taxation.
  16. The Supplier shall send its order confirmation by email within 1 working day upon receipt of the order by also making reference to the Customer’s Order Number. The confirmation shall include:
    1. If the transport of products is organized by the Supplier: The exact date and time of delivery (hour, minutes) and all the details of the order as agreed with the Customer’s relevant warehouse. To avoid unnecessary waiting time, before confirming the order, the Supplier shall contact the person in charge of goods receipts to find a mutually acceptable date and time. This agreed date and time shall be specified in the order confirmation as exact delivery time.
    2. If the transport is performed by a carrier company contracted by the Customer: Exact starting and ending dates of the delivery at the Supplier’s site, from and to times of the delivery, pallet numbers, gross weight and all the details of the order.
  17. The Supplier shall fully deliver the confirmed order at the specified delivery time, according to the criteria defined in the order. Failing to meet these criteria, the Supplier shall pay a penalty defined in clause 47. payable within 8 days upon issue.
  18. The Supplier shall be liable for any damage caused at the sites of Matusz-Vad Zrt. by itself, or by the companies and subcontractors assigned by it.
  19. If there is no “Temporary Supplier Contract” between the Parties, and the order is not confirmed within 1 day, and after all the products are still delivered, the Customer is entitled to refuse the receipt of the products without any further consequences. In this case no claim may be made by the Supplier against the Customer.
  20. If there is a “Temporary Supplier Contract” in place between the Parties, and if the order, however, is not confirmed, or the Supplier confirms the order with conditions different from those stipulated in the order, the Parties agree to consider the order confirmed as per the Customer’s order.
  21. Failure to fulfil the Customer’s orders during the effective period of the “Temporary Supplier Contract”, regarding the products involved, in parallel to purchase the goods elsewhere, the Customer will be entitled to claim a failure penalty according to clause 47. of the GTC.
  22. Prior to the delivery, within a reasonable time period, the Customer has the right to cancel the order partially or completely, or to modify it. The Parties always consider it a reasonable time period if withdrawals or modifications are passed until 8:00 a.m. on the working day preceding the delivery date. The Customer has no obligation to make orders under an effective “Temporary Supplier Contract”, and may unilaterally suspend the performance of the contract or terminate it without any detrimental legal consequences, or, in other cases, the Customer has no obligation to take over goods, and may unilaterally refuse the takeover of ordered but not delivered goods without any detrimental legal consequences, when external circumstances justify this (including, in particular, but not limited to risk of outbreak, dramatically changed market environment, regulatory changes). The Customer shall notify the Supplier of this in writing and with adequate statement of reasons.
  23. The Supplier guarantees that the products ordered under the Contract are safe food, holding all required official authorizations and complying with all legal and official requirements and standards of Hungary and the EU, and they are manufactured, marked, stored and shipped according to the rules of HACCP. Regarding the use-by-date or best-before-date of goods (hereinafter: shelf life days): the Supplier undertakes to ensure a remaining shelf life of at least one third of the total shelf life days on delivery for the Customer, otherwise the Customer is entitled to refuse the receipt of the goods concerned on the grounds of inadequate performance.
  24. The Supplier guarantees that the Product packaging meets all requirements stated in valid provisions of law, standards and authority requirements, contains the appropriate licence numbers and compulsory labels and signs in Hungarian, German, Slovak and Romanian languages, and the expiry date can be found on the individual packaging of the Product. The label should be applied on the Product to allow removal only by strong physical force. For products with varying weight it must contain the GSI 1 or EAN 128 bar-code with weight, and for products with fixed weight the EAN 128 fixed bar-code must be included. Furthermore, by the conclusion of the Contract, the Supplier guarantees that the products are free of defects and they are suitable to be stored, transported and placed on the market in every other respect. Supplying shall not be performed without using double package, bulk transportation shall be excluded.
  25. The Customer is only obliged to accept the delivered goods from The Supplier, if they are homogeneous as regards the expiry date of the products or by pallets, or at least contains identical data by rows, or each product shall receive a bar code containing the expiry date in compliance with the GSI 1 or EAN 128 standard. In cases different from the above 3 conditions, the Customer may refuse to accept the goods and declare the delivery as not fulfilled.
  26. The Supplier ensures that the transport of the pre-packed food requiring refrigeration or freezing shall take place solely by adequately clean and refrigerated means of transport with a temperature recording load area satisfying proper climate conditions for frozen food and also preventing the contamination of products from outside. If the core temperature of the product supplied does not comply with the instructions, the Customer is entitled to refuse the receipt of the product. The vehicles used for the transport of all other products must also be lockable and isolated from the weather conditions with clean and sanitary load area.
  27. The products must be placed on intact, undamaged pallets. The height of the loaded pallet shall not exceed 1800 mm including the pallet. The weight of the loaded pallet shall not exceed 800 kg including the pallet. Products may not span beyond the pallet laterally. The Supplier shall preserve the countable nature of the products, and the products shall be covered by stretch foil in a manner which ensures the safe transportation of the goods.
  28. Failure to fulfil any criterion regarding the products or the preparation of products, the Customer is entitled to refuse the receipt of the shipment on the grounds of inadequate performance or may allow the Supplier or its representative to load the shipment onto another vehicle.
  29. Product warranties and guarantees fall on the Supplier. The Supplier shall indemnify the Customer for any liability or damage arising from eventual product defects or deficiencies. Should the competent veterinary or other authority suspend or ban the marketing of the Product for any reason, depending on the decision of the authority, the quantity not yet sold or recalled after the sale should either be returned by the Supplier at its own expense, or, if destruction costs arise, these costs shall be reimbursed by the Supplier to the Customer.
  30. By the conclusion of the Contract the Supplier guarantees that the products supplied under this Contract by no means affect the rights or legitimate interests of third parties adversely, imply no threat or harm to the health, life and physical integrity of persons. Furthermore, the Supplier ensures to immediately inform the Customer about any actual or potential adverse effect (e.g. product liability claim), indemnifies the Customer for all liability and bears all costs and damages incurred following the Customer’s notice, provided that it has not occurred as a result of a reason within the control of the Client.
  31. The place of delivery is the specific address indicated in the order, the sites or contracted facilities of the Customer.
  32. The order fulfilment date is the date specified in the order confirmation, which may not be later than one week after the order date, unless otherwise requested by the Customer in the order.
  33. The Supplier shall immediately inform the Customer about any circumstances which can delay, prevent, or otherwise impede the order fulfilment in due time and manner, or which have any impact on the fulfilment. In default of this notification, the resulting loss or damage falls on the Supplier. This notification, however, shall not free the Supplier from penalties or other redemptions specified in clause 47.
  34. Upon receipt of the Product the Customer acquires title thereto and becomes entitled to resell it before settling the Supplier’s invoice.
  35. The receipt of goods is performed on the basis of packages.
  36. Itemized quantitative and qualitative receipt of the goods by the Customer takes place at the point of fulfilment without prejudice in each case. The Customer reserves the right to enforce its claims arising from the breach of Contract [Title X. of Book Six of the Civil Code]. Quality defects or quantity deficits discovered following the receipt of goods should be communicated to the Supplier immediately as they emerge.
  37. The Supplier shall be fully liable for any quality and quantity complaints or for the incomplete or defective delivery within its control.
  38. Upon the receipt of the goods, in the event of quantity difference, the Supplier ensures to complement the missing products bearing the relevant transport costs within two weeks upon the notification of the quantity difference.
  39. The Parties agree that the Customer is entitled to refuse the receipt of the products, even by returning the whole shipment in the cases listed below. Furthermore, the Supplier undertakes to take back the goods concerned as a return shipment in the following cases:
    1. The product delivered is not the product ordered or it is not shipped in the agreed presentation, and the Supplier has failed to notify the Customer before.
    2. The Supplier changed the unit package without preliminary notification of the Customer.
    3. The quality or transport conditions do not meet the quality and transport requirements specified in clause 3.
    4. In case or ordering frozen products, the professional freezing of the products was not performed by the original location of manufacturing/producing.
    5. The LOT number, expiry date or EEC Identification No. of the product is not indicated individually in the Delivery Note, CMR Waybill or other shipping document, or there is no marking mentioning that the product is frozen. If more than one expiry date and/or LOT number are concerned, the weight of the Product must be broken down accordingly.
    6. Due to general official prohibition or to other restrictions, the product may not be marketed by the Customer or by its interest sphere.
    7. Additionally, in other cases defined in the present Contract, or in a separate agreement of the Parties, or by law.
    8. Due to quality defects evaluated in the Customer’s competence by organoleptic tests. In the event of any controversy as regards the findings of the qualitative receipt of goods, the Parties agree to submit the dispute for decision to the competence of the official veterinarian responsible within the warehouse area, whose expertise will be accepted unconditionally. In the circumstances referred above (a) the Customer is entitled to refuse the receipt of goods concerned without any obligation of compensation or indemnity, on the other hand, the Supplier is bound to duly deliver the goods concerned within 1 working day following the notification sent by the Customer, or (b) if the goods affected by defective performance have already been received, the Supplier is obliged to return them (return shipment) and to deliver the goods duly within 2 days after the notification sent by the Customer.
    9. Missing barcode
  40. The Supplier shall modify the previously issued invoice by the quantity of the return shipment. If the invoice is not yet issued, the Supplier may issue it only with quantities reduced by the return shipment.
  41. The transfer of goods is attested by the detailed Delivery Note or the CMR Waybill issued by the Supplier, signed by both Parties (stamp, date, time, signature), stating the quantity and quality objections arisen upon the receipt process. The Delivery Note accompanying the product should include the order number of the Customer as a reference, lacking this, the Customer is entitled to refuse the receipt of the shipment on the grounds of inadequate performance without any legal consequences. Replacements or exchanges are documented on a separate Delivery Note which is not followed by any invoice charged to the Customer.
  42. The Customer ensures that the commercial sales price of food products purchased from the Supplier will not be lower than the invoiced transfer price, unless otherwise required by law.
  43. The Supplier accepts that it shall not give any gift, commission, loyalty, bonus or any other allowance of a value exceeding 15,000 forints to the Customer’s employees and related persons or other ventures, except the normal business allowances (factory visit, free invitation to exhibitions) approved by the Chief Executive Officer of the Customer in advance and in writing.
  44. The Supplier notes that the commitment specified in point 43 is of primary importance in the collaboration of the Parties, and the breach of this commitment constitutes a severe impairment of rights, for which the Supplier shall pay compensation to the Customer. The amount of compensation should be 15% of the yearly trade amount between the Customer and the Supplier. If the unlawful conduct also gives rise to the suspicion of crime (Sections 290, 291 of the Criminal Code), the Customer is obliged to notify the competent investigating authorities to initiate the criminal proceedings. Such an infringement is considered a serious breach of Contract and provides grounds for the termination of the Contract with immediate effect.
  45. The Customer and the Supplier declare that they will treat any fact, data or information obtained in relation to their contractual relationship as confidential information, and, as such, preserve them according to the rules applying to business secret throughout the duration and following the termination of their contractual relationship without a time limit. Furthermore, the Parties shall not disclose, distribute, suggest, transmit or make any information available – true or untrue, false light publicity – prejudicial or compromising to the reputation of any of the Parties by any means. Any infringement of present provisions shall entail the liability for damages on the part of the Party at fault.
  46. The Parties declare that regarding either the Terms and Conditions or the other aspects of the Contract, they always take into account the provisions of Act XCV of 2009 on the Prohibition of unfair distributor practices vis-à-vis suppliers regarding agricultural and food industry products, and they conclude and apply all their agreements with a willingness to comply with these acts (or other relevant regulations) in all respects.
  47. In the event of late delivery or fulfilment not conforming to the contract, the Customer is eligible for penalty for late delivery. The penalty is based on the list price of the products concerned in the inadequate fulfilment, exclusive of VAT. The penalty is 2% of the base amount per calendar day until the due fulfilment accepted by the Customer, but in total cannot be more than 20% of the base amount. If the penalty reaches the rate of 20%, the Customer shall be entitled to withdraw from the contracted quantity or from ordering that product. In the event of non-fulfilment of the order the Customer is entitled to a cancellation penalty. (A non-fulfilment is especially when the Supplier fails to confirm the order in any way, or the Customer doesn’t accept or confirm, or accepts only conditionally the communication of impediments or the partial delivery or other presentation of the product as substitution, and the conditions of acceptance are not met subsequently). The penalty is based on the list price of the products concerned in the non-fulfilment, exclusive of VAT. The rate of penalty is 20% of the penalty basis. If the Parties have an “Temporary Supplier Contract” regulating the deliverable quantities, prices in a period for a product or product group, and if this schedule is not met with the execution of orders, the Customer has the right to make substitute transactions to buy the goods from any other supplier, the extra cost of which shall be borne by the Supplier against the Customer’s invoice payable within 8 days. The Supplier accepts that in such cases the Customer might be forced to purchase the goods at a 30% higher price, therefore the Supplier ensures to accept the prices of the substitute transaction supported by invoices and expressly renounces to dispute the transactions like this.
  48. The amount of the penalty shall be transferred by the Supplier to the Customer within 15 days following the receipt of the financial notification letter of the Customer.
  49. The penalties specified in clause 47. of the Contract are accepted by the Parties as proportionate to the severity of the non-fulfilment of the Contract, and in view of this they expressly renounce any mitigation thereof.
  50. The Customer shall provide the Supplier a replacement packaging after delivery. If, for any reason, no replacement empties can be provided, the Customer shall keep a record of empties not returned until their removal. Empties may only be invoiced if there is a separate agreement allowing this. For invoicing purposes, the Parties expressly agree to apply only mutually accepted prices for empties. The Supplier shall indicate the quantity of empties delivered to the Customer on the Delivery Note. The Supplier and the Customer’s representative shall reconcile and clear the balance of empties quarterly at the latest.
  51. The Supplier is bound to take back its own empties to the extent of the quantity released for circulation throughout the full duration of present contractual relationship and within 120 days after its termination. In the event of termination of the contractual relationship, the Supplier shall repurchase the empties at the last contract price. In such cases, the official representation of the Customer is performed by the Director of Logistics.
  52. The Supplier is not entitled to invoice the pallets to the Customer if the pallets received in exchange for them at the time of goods receipt are not accepted by the Supplier’s representative for any reasons other than quality complaint against the pallet. In such cases it must be stated in the receipt documents that the Supplier’s representative was not ready to accept the pallets in exchange.
  53. In the event that an individual provision within this Contract is or becomes invalid or unenforceable for any reason, the validity of the remaining provisions, or the GTC as a whole shall not be affected. In such cases the invalid or unenforceable provision should be replaced with a valid and enforceable provision that reflects the contractual will of the Parties in the moment of the contract conclusion.
  54. Issues not covered by the GTC shall be governed by the Civil Code and the relevant legal acts in force regarding legal relationships, such as – if they apply on a mandatory basis – the provisions of Act CLXIV of 2005 on Trade, or the Act XCV of 2009 on the Prohibition of unfair distributor practices vis-à-vis suppliers regarding agricultural and food industry products. The Parties submit all disputes arising from or relating to this Contract to the exclusive competence and jurisdiction of the competent Court based in Győr.

*We are entitled to modify the Rules anytime, so we kindly ask you to return here from time to time to learn about any modification of the Rules.