Terms of service

GENERAL TERMS AND CONDITIONS

AGAS FOOTWEAR LTD.

Content:

Agas Footwear Kft. Details
Contract Definitions
Order, cancellation
Retention of title
Terms of delivery
Documentation, shipping and insurance
Warranty, restrictions
Claims, forfeiture deadlines, prohibition of set-off
Purchase price, invoicing, payment method
The trade marks 'D.D.Step' and 'Ponte20'
Intellectual Property Rights
Internet
Applicable law and competent court
Personal rights and their protection
Miscellaneous provisions

1.Agas Footwear Kft company profile

Name: Agas Footwear Kft

Headquarters: 1144 Budapest, Egyenes utca 6.

Mailing address: 1101 Budapest, Kőbányai út 47 / B

Phone number: +361 431 0714

Email address: sales@agasfootwear.com

Company registration number: 01-09-918159

Tax number: 14751723-2-42

2)AGREEMENT DEFINITIONS:
Each sale and purchase of children’s footwear and accessories under trademarks represented by Agas Footwear Kft. (hereinafter “Goods”) between Agas Footwear Kft., established in Budapest, Kőbányai út 47/B 1101 Hungary (“Seller”) and the customer (“Buyer”), as indicated herein below, is governed by these General Sales Conditions (“GSC”). Any modification of the GSC shall be in writing. The provisions of the GSC shall prevail on the provisions of the Order.

3) ORDER, CANCELLATION: The Goods are described in the purchase order (“Order”). The Buyer shall send the Order to the Seller on the Seller’s Order format or by an IT platform agreed upon with the Seller. The Order is binding for the Buyer as from the date when the Seller receives it. The Buyer may not withdraw or change the Order, unless previously agreed in writing with the Seller, which consent shall not be unreasonably denied. The Order is binding for the Seller only if and as from it is accepted by the Seller. The Seller has the right to accept/confirm or refuse the Order; any modifications to the Order shall be agreed upon by the Parties. When Seller receives an Order on the Internet from Buyer, the Buyer can be evaluated by Intrum Justitia Ltd. Credit check will take place only on Buyer’s request and cost. If Buyer receives a positive evaluation, the Order can be fulfilled with deferred payment. If Buyer fails Intrum Justitia Ltd check, Buyer still have a chance to receive the Order in case Buyer fullfils payment by advance bank transfer, instead of payment terms. Seller keeps their reservation for 5 working days. If Seller does not receive the purchase price the Order is cancelled. After a cleared payment, the Seller can store the Goods free of charge for maximum 6 months. The acceptance/confirmation of the Order by the Seller may be in writing or by delivery by the Seller of the Goods to the carrier or shipping agent. The Order accepted consists of an “Agreement” on the sale and purchase of the Goods and at the terms provided by the confirmation of Order. Partial deliveries are admitted. In the following cases (“Events of Defaults”), the Seller may suspend or condition the delivery of the Goods either to upfront full payment in advance of any amount due or to the presentation of adequate guarantee: (i) if the Buyer does not duly and timely pay the Price of past and current Orders; (ii) in case of refusal by any banks, financial institutes, credit insurance companies or similar entities to guarantee the Seller against non-payment of the Prices by the Buyer; (iii) in case of any further events that may adversely affect the financial capability or consistency of the Buyer, as for example, but not limited to: serious and continuous defaults of the Buyer to fulfil covenants towards third parties, insolvency proceedings or legal actions that involve the Buyer, changes of the shareholding or substantial decrease of the turnover or of the capital of the Buyer. In addition to the above, in case the maximum amount that the credit insurance companies or the banks of the Seller are available to guarantee is less than the Price due (credit limit), the Seller may at its discretion reduce the Order in such a way that the total Price due is no greater than the credit limit granted. The Buyer shall not assign the Order without the Seller’s prior written consent, which consent shall not be unreasonably denied. Assignment of the Order by the Buyer without the prior written consent of the Seller qualifies a material breach of the relevant Agreement; and the Seller is entitled to claim compensation for any damages.

4) RETENTION OF TITLE: The Goods shall remain the property of the Seller until the date of their full payment; notwithstanding the above, the transfer of risks, transport and customs duties are ruled by the INCOTERM applied to the Order. The place of delivery shall be, whichever INCOTERM is chosen, the place where the Seller is located. The Buyer, if being a retailer, shall be entitled to resell the Goods only in the course of its ordinary retail business activity. The Buyer shall promptly communicate to the Seller any attachments, seizures or other actions claimed by a third party with reference to Goods not yet paid in full, as to enable the Seller to regain possession of the not paid Goods against the third party, without prejudice to the Buyer’s liability towards the Seller. The Buyer as from now allows the Seller to collect the unpaid Goods, with 1(one) business day prior notice and also within the Buyer’s premises, warehouse or offices, in case of Buyer’s insolvency or bankruptcy or lack of payment. In order to prevent any risks on Goods owned by the Seller, the Buyer shall take out adequate insurance policies.

5) DELIVERY TERMS: The terms of delivery, whenever stated in the Orders, Order confirmations or further documents, are merely indicative and not binding for the Seller. The Seller shall be entitled to put forward or delay the delivery of all or part of the Goods, without the Buyer being entitled to cancel the Order, claim discounts, compensation or indemnification, or claim other liabilities of the Seller. In case the Seller delays the delivery by more than 2 months, unless in case of Vis Major, the Buyer may cancel the Order with regard only to the delayed Goods, upon written notice, without being entitled to claim compensation or indemnification, or claim other liabilities of the Seller. If the Buyer cancels the Order or refuses to collect the delivery of all or part of the Goods, the Buyer shall pay, upon first demand by the Seller, a penalty of 20% of the Price of the Goods or immediately collect the Goods. In either case, the Seller shall have all rights to claim compensation for greater damage, if any. Any risks, costs and expenses pertaining to the storage of the refused Goods is up to the Buyer. The Buyer accepts that any penalty may be offset by the Seller with any sums due by the Seller. The Seller shall deliver the Goods set forth in the Order Confirmation; should the Seller deliver only less than 70% of the Goods, it shall promptly inform the Buyer in writing. Within 7 calendar days from the Seller’s communication, the Buyer may require in writing the Seller to deliver all the Goods or cancel the whole Order. Any further right of the Buyer to claim damages is herein expressly excluded. If, instead, the not delivered Goods amount to less than 30%, or if the Buyer does not require full delivery according to the above, or if the Seller delivers the Goods, also in delay, and so cures the breach, the Order may not be cancelled and shall remain valid and effective.

6) DOCUMENTATION, TRANSPORT AND INSURANCE: The delivery shall be deemed to be completed at the time of delivery to the addressee indicated by the Buyer, whether or not the delivery notice is properly signed by an authorized representative of the Buyer. All transport and insurance obligations shall be governed by the Incoterm (delivery terms and conditions) chosen by the Parties and specified in the Order confirmation. All Incoterms or delivery terms indicated by the Parties shall be understood as referring to the Incoterms 2010 and, in any case, to Incoterms in force as of the date of the Order. In case of discrepancy between Order and Order confirmation, the Incoterm (delivery terms and conditions) indicated in the Order confirmation shall prevail. The Incoterm chosen for seasonal Orders shall also be applied to replenishments.

7) WARRANTY, LIMITATIONS: The Seller warrants for 12 months from delivery that the Goods shall be free from defects in workmanship or materials and that the Goods comply with the Order; the warranty shall not extend to cover shortages in quantity or differences in styles, colours, materials, sizes, finishes and assortments, irregularities in wrapping and packing and packs, which fall within the “acceptable tolerance”. Any difference up to 2% of the quantity of the Order is considered acceptable. Moreover, the Buyer acknowledges that the Seller may slightly modify the Goods with respect to the samples displayed during the sales campaign (including, but not limited to, modifications due to legal requirements). The warranty does not cover defects due to storage, packing, transportation, movement by the Buyer, tampering, misuse or improper use of the Goods. The Seller solely guarantees the delivery of Goods proven to be missing and/or the replacement of Goods proven to be defective or, in either case, at the Seller’s discretion, grant a corresponding reduction in Price. In any case, no return of Goods shall be accepted unless agreed upon in advance and no further liabilities may arise up to the Seller. The Buyer shall not have any further remedies. The Seller makes no representation or warranty that the Goods do not infringe any trademarks, trade names, copyrights, trade dress, trade secrets, other industrial or intellectual property rights, or similar rights (hereinafter collectively referred to as the "Intellectual Property Rights")of third parties in each Country of the world.

The Buyer shall immediately inform the Seller on any claims, that has been communicated to the Buyer, on alleged infringement of Intellectual Property Rights of third parties by the Goods and shall extend its fullest cooperation in such action, including, but not limited to, being named or joined as a party in the course of action, sign any deeds or perform activities, in order to permit the Seller to defend its rights before any court or in any judicial or administrative proceedings as well as negotiate an amicable settlement. If any Goods are subject to a claim that they infringe the Intellectual Property Rights of a third party, the Seller may, in its sole discretion: (i) procure for Buyer the right to continue using those Goods, (ii) replace or modify the Goods so as to make them non-infringing or (iii) offer to accept return of the Goods and return the purchase Price. The foregoing provisions of this paragraph shall constitute Seller's sole and exclusive liability and Buyer's sole and exclusive remedy for infringement of Intellectual Property Rights. The Seller shall under no circumstances be liable to Buyer for consequential, incidental, special or indirect, or punitive damages arising out of any Agreements or the use or misuse of the Goods or any part thereof, whether based upon breach of warranty, contract, negligence or any other legal theory. The remedies of the Buyer arising out of the Agreements or with respect to the Goods covered hereby shall be limited to those contained in these GSC exclusively and in lieu of any and all other legal remedies, whether based upon the applicable law or the Vienna Convention, breach of warranty, contract, negligence or any other legal theory.

8) CLAIMS, TIME LIMIT AND PROHIBITION ON OFFSETTING PAYMENTS: Any claims on shortfalls in quantity or damage to the Goods apparent from an external examination of the packaging shall be forfeited unless made by the Buyer by written immediately upon receipt of the Goods. In case of shortfalls in quantity or damaged Goods not apparent from an external examination of the packaging, the Buyer shall claim within 7 (seven) calendar days from the date of receipt in case of evident defects, or within 7 (seven) calendar days from the discovery, in case of not evident defects, but in any case within 12 months from the delivery. In case of returns of Goods alleged defective by the consumers, the Buyer shall inform the Seller within 7 calendar days, it being the Seller liable to provide, at its own discretion, for a repairing or replacement or reduction of the Price for the defective Good, if any liability occur, only if the Buyer strictly complies with the Seller’s customer care policy and instructions and if the Goods are returned by the consumer within the time limit provided by the applicable law. The Buyer waives all remedies unless claims are made within the above periods. For no reason whatsoever shall the Buyer be entitled to delay or suspend the payment of the Price, not even in part. The Buyer shall not be entitled to offset against the Seller any credits arising from any warranty by the Seller. The Seller may repair or replace the defective or missing Goods or grant a reduction of the Price or issue a credit note, which value can be deducted from the next Order. No further liabilities may occur in the Seller.

9) PRICE, INVOICING AND PAYMENTS: The price of the Goods (“Price”) is the price specified in the Order confirmation. In case the Order or Order confirmation refers to the Seller’s Price List, the Buyer acknowledges that the Seller may change the Price List due to material variations of the exchange rate, and the costs of the raw materials, manufacturing or of shipment and that the Price List applicable will be the Price List at the date of delivery. The seller may change the discount rate to the order due to the sales terms, risks related to the buyer, and the payment status. Possible indications of retail prices, either specified in the price lists, or included on the packages of the Goods, or otherwise communicated to the Buyer, shall be understood to be mere suggestions, i.e., as recommended, non-binding prices. All invoices shall be sent via electronic mail to the e-mail address of the Buyer and the original copy shall be sent together with the Goods to the addressee indicated by the Buyer. Payments shall be made to the Seller’s domicile, and the place of payment will not be deemed to be modified on the basis of the issuance of promissory notes, bills of exchange or bank orders. The Seller does not accept payments from banks or payers located in tax heavens. Seller gives the payment term only after the positiv credit consideration of Intrum Justitia Ltd credit substitute to Buyer. If Buyer does not pay partially or totally the purchase price in due time, Seller claims for its legal claim through the debit manager program of Intrum Justitia Ltd.

Seller entitled to give all related information(s) of Buyer to 3rd party debt collector agency INTRUM JUSTITIA LTD (seated: Hungary, 1138 Budapest Váci str 144-150.) (from this point referred as: Debt Collector) to identify Buyer and the transaction(s) the debt amount(s) arised from. For each total or partial delay in payment, the Seller shall be entitled to apply the default interests. The interest on late payment shall be calculated as the sum of the central bank base rate in effect on the first day of the calendar half-year affected by the default - if the monetary claim is to be satisfied in a foreign currency, the base rate of the issuing central bank, or failing this the money market rate - plus 8%. For the purposes of calculating the interest, the central bank base rate in effect on the first day of the calendar half-year affected shall apply for the entire period of the given calendar half-year. Fulfilling the above-specified obligation shall not bring immunity from other legal consequences of late payment; however, compensation shall include recovery costs provided in the form of a fixed sum.

In the case of lack or delay of payments, the Seller shall be entitled to require immediate payment of all sums, regardless of their expiry deadline and/or terminate the Agreement. Any invoices shall be deemed to be accepted by the Buyer if no claimed within 10 calendar days from the receipt, waiving the Buyer any right to claim afterwards for material errors, mistakes, or any kind of irregularities.

10) “D.D.Step” and „Ponte20” TRADEMARKS:
The Buyer acknowledges that the Seller is the rightholder of „D.D.Step” and „Ponte20” trademarks and the Seller has right to sell these „D.D.Step” and „Ponte20” products. The Buyer undertakes not to market products that might constitute counterfeiting of such „D.D.Step” and „Ponte20” trademarks and which, due to the way they are presented, might generate the misconception in the final consumer that they are Seller’s products. In the event that the Buyer does not comply with the above obligations, the Seller shall be entitled to terminate the Agreement, without prejudice to its right to claim compensation for any damages or prejudices including, but not limited to image damages.

11) INTELLECTUAL PROPERTY RIGHTS:
The Buyer explicitly acknowledges that the Seller is the representative of the trademarks „D.D.Step” and „Ponte20” and any derivation therefrom as of further trademarks. Reproduction or use of the above trademarks and other distinctive marks, signs, trade names (the “Trademarks”) as well as copyrights, trade dress, trade secrets, designs, know how or further intellectual property rights which the Seller holds or has the right of use are forbidden in any form. The Buyer is explicitly forbidden to remove, delete or otherwise modify the Trademarks placed on the Goods or packaging, labels, folders, hangtags or any further p.o.s. materials, as well as to add new trademarks, labels or distinctive marks. The Buyer shall not use, infringe, register or attempt to register, dilute, jeopardize in any way any Seller’s copyrights. In case of breach of the above provisions, the Seller may immediately terminate all Agreements in force upon written notice. The Buyer shall not carry out any initiative advertising and/or promoting the Goods and Trademarks, unless previously authorized in writing by the Seller. The Buyer undertakes to comply with the Advertising Guidelines supplied by the Seller upon request. Reproduction or use of the Trademarks and/or advertising and promotional materials outside the sales point or after the Buyer has ceased to sell the Goods is forbidden in any form. Upon discontinuing the sales for any reason, the Buyer shall return any documentation or other materials provided by the Seller. The Seller, as agreed from time to time between the Parties, may provide the promotional and/or advertising materials to the Buyer against payment or as a discount, premium or rebate. The Buyer shall hold Seller fully harmless and indemnified from and against any and all damages, prejudices, losses suffered by the Seller as consequence of any advertising pursued in breach of the Advertising Guidelines or any misuse.

12) INTERNET:
In case of online sales, the Buyer shall ensure compliance to the provisions of these GSC and, specifically, to clause 10. The Buyer, being aware of how important product image and quality are to the Seller, shall: a) ensure the best possible image in the online display, avoiding the association of the Goods with products that might devalue the image and prestige of the Seller; b) use the Trademarks and any images of the Goods only with the explicit authorization of the Seller, to which it will pre-emptively submit the layout of the website pages dedicated to it; c) avoid generating in the consumers the misunderstanding that the website is actually the D.D.Step and Ponte20 brands’ official website. The Buyer shall include in the website a notice that indicates that the Buyer is a third company, independent from the official representative of D.D.Step and Ponte20 brands; d) avoid both generating confusion between the Goods and third parties’ products, as well as creating associations between the Trademarks and subjects other than the Seller; e) avoid making the Seller liable, both directly and indirectly, towards the consumers or any third party, undertaking to holding harmless the Seller from third parties’ claims related to the online sale of the Goods.

13) ABSENCE OF EXCLUSIVITY:
These GSC and all Agreements, oral or written, present or future, between the Seller and Buyer shall not be interpreted or understood as granting any exclusive rights in favor of the Buyer. The Seller shall be free to deal with any other company or entity or person interested in the purchase of the Goods.

14) APPLICABLE LAW AND EXCLUSIVE JURISDICTION:
The interpretation, resolution of disputes arising under and the enforcement of these GSC, the Orders and the Agreements between the Seller and the Buyer, shall be governed by the Hungarian law (especially the Hungarian Civil Code). Neither the national laws of the Buyer, nor the laws applicable in the Country where the Goods are received by the Buyer or on its behalf shall apply. Any disputes arising between the Buyer and Seller, both referring to these GSC or any Agreement shall be of exclusive competence of the Hungarian ordonary court.. The Buyer hereby expressly renounces any jurisdiction other than that above mentioned. All the foregoing, however, without prejudice to the Seller's right to bring action against the Buyer in the jurisdiction in which the Buyer has its registered or principal office or in which the Goods are received.

15) PRIVACY:

By undersigning the Order and these GSC, the Buyer explicitly authorizes the Seller to the processing of its personal data in compliance with the provisions of the applicable data protection laws.

16) MISCELLANEOUS:
Any provision of this CGS which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. To the extent permitted by the applicable law, the Buyer hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect. Nothing in this GCS shall be construed as excluding the liability of the Seller for wilful breach of this GCS. The remedies provided for herein are cumulative and are not exclusive of any other remedies that may be available to the Seller. If either Party is rendered unable wholly or in part by Force Majeure to carry out any obligation, it shall promptly provide the other Party a written notice of such force majeure stating that such Force Majeure has delayed or prevented its performance hereunder and thereafter such Party shall take all actions within its power to comply with the terms of this Agreement as fully and promptly as possible. The term "Force Majeure" means any act of God, strike, lockout, labour disturbances, act of the public enemy, war declared or undeclared, blockade, revolution, riot, insurrection, civil commotion, lightning, fire, storm, flood, earthquake, explosion, governmental restraint, embargoes, inability to obtain or delay in obtaining raw materials, supplies, equipment or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses or allocations and any other cause whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the affected Party. The Buyer warrants that the signatory/signatories designated at the end of this GCS or on the Orders have full power and authority to enter into this GCS and in the Orders and legally bind the Party they purport to represent.