General terms and conditions of offer and delivery

1. General business conditions

1.1. The presentGeneral terms and conditions of offer and delivery(hereinafter: general conditions)are an integral part of any quotation, supplier / contract to produce a work signedwith QPLAN Cooling Technical Design & Services Co. Ltd. (hereinafter: QPLAN Refrigeration), as offerorsupplieror contractorand shall be construed as an integral part thereof.

1.2. The conditions apply to each and every quotation, supplier / contract to produce a worksigned with QPLAN Refrigeration, except in cases where QPLAN Refrigeration gives different condition from the general conditions in the form of a written contract. If a contract differs from the general conditions in some points that only affects differing point in subjects. If the contract does not address or detail some pointsof the conditions, then the general conditions are authoritative.

1.3. QPLAN Refrigerationreserves the right to any unilateral modification of the general conditions without any previous notification, and which modifications apply to every contract to be signed or quotation issued the day after the modifications happened. If the modifications happened after a given quotation has already been issued, and the quotation has not passed the period of validity then the general conditions valid at the time of the issue of the quotation are valid. In the case of a contract the signed quotation (already accepted by the customer, and which is attached to and is the basis of the contract, as technical specification) and the conditions specified in the signed contract which have last been attached, and sent to the Customer with the signed contract.

2. General interpretation conditions for offers and quotations

2.1. The quotations are in every case are based on the data report given by the client/customer and are given for the technical specifications with regards to that. In cases where the data report is incomplete, inaccurate or cannot be interpreted, QPLAN Refrigeration – if no unambiguous answer is received upon request – fills in the missing/incomprehensible data according to the conventional and adopted refrigeration technical practice. QPLAN Refrigeration if not responsible for 100% adequacy forquotations/offers if it is the result of incomplete, inaccurate data report or based on conventional practice, even if the Customer was not able to assess the required data beforehand.

2.2. The quotations, especially the quotations containing the raw materials, components, machines or equipment are in every case are created based on the current inventory, and data reports from our suppliers. For this reason, the date of ordering of a given offer/quotation is when QPLAN Refrigeration sends out the officialorder confirmation to the customer, the day on which the order confirmation is sent out is to be interpreted as the day of the order.

2.3. If advance payment is required in the quotation, then the order is only valid on the first banking day after the day of the advance payment has arrived at the account of QPLAN Refrigeration. In these cases, QPLAN Refrigeration does not send out an advance payment invoice, but it is stated in the quotation and the customer accepts the terms of the quotations by paying the advance payment.

2.4. Advance payment, or any financial payment is only considered settled, if it happened within deadline and is fully, 100% credited on the bank account of QPLAN Refrigeration.

2.5. The Customer is obligated to fulfil the payment in the currency stated in the quotation. If the Customer does not pay in the appropriate currency (eg. transfers Euro to a Forint account) then he is also responsible for paying the entirety of any occurring conversion and transfer fees to QPLAN Refrigeration.In this case the payment is considered fulfilled only after 100% of the amount stated in the quotation and in the currency in the quotation is credited at the corresponding bank account. The occurring transaction fees are entirely to be paid by the Customer.

2.6. If the Customer does not fulfil the advance payment within the period of validity, then QPLAN Refrigeration could unilaterally decide to withdraw from the agreement, or modify the shipping conditions (with the agreement of the Customer) even if the Customer fulfilled the advance payment, but after the period of validity. If QPLAN Refrigeration uses its right to withdraw from an agreement or cannot agree with the Customer in new conditions, then QPLAN Refrigeration will refund the incidental transfer made by the Customer with the condition that any transfer or conversion fees are beard by the Customer. These fees are automatically reduced from the refund amount by QPLAN Refrigeration. By sending the advance payment the Customer automatically accepts these conditions.

2.7. If the quotation does not require advanced payment for accepting an order, then the day of the order is the day when QPLAN Refrigeration confirmsthe order in written form (e-mail, fax, mail).

2.8. The deadline for delivery or fulfilment deadlines in the quotations of QPLAN Refrigeration – unless the quotation does not specify otherwise – is to be interpreted in business days, that is legal holidays and weekends are not counted as such. In exceptional circumstances QPLAN Refrigeration can decide to differ from this and can fulfil the contract before the deadline but cannot be obligated to do so or called to account.

2.9. QPLAN Refrigeration does not bear responsibility if the delivery or fulfilment deadline specified in the quotations is overrun, for reasons that it is not liable for, exceptionally but not excluded toif the subcontractors / suppliers of QPLAN Refrigeration do not deliver on time, or in any circumstance independent from QPLAN Refrigeration which impacts the fulfilment / delivery time. In every situation if an ordered equipment is cannot be delivered or not delivered in time due to reasons outside of QPLAN Refrigeration then for compensation purposes QPLAN Refrigeration offers an equivalent alternative solution for the Customer.If the price of the alternative solution is higher, then the Customer decides if he is willing to pay the higher price or wait for the longer delivery time for the original product. The responsibility limitations set in the current point are not to be used if the parties set different written conditions in the contract or if the offer explicitly contains different conditions about this point.

2.10. Having regard to that QPLAN Refrigeration typically designs, manufactures, and installs custom made refrigeration equipment, the quotation – especially due to the fact that the execution design is usually missing at that point – does not contain every detail concerning parts and components. For this reason, the quotation usually contains a given technical specification, main components, and expected working performances, with the commitment limits. For parts and components not specified in the quotation QPLAN Refrigeration ensures that they are chosen in accordance with the conventional and adopted refrigeration technical practice, and that they correspond with the applicable EU and Hungarian standards,noting that the non-specified technical specifications and contents are in correspondence with the standards are suitable for the task, reliably working, and are the most favourably priced solutions for the purpose of the best available Consumer price.

2.11. QPLAN Refrigerationtypically serves as general designer and contractor, its commitment limits are usually consisting out of designing/ contracting the refrigeration system and the incidental design/contract tasks, and data supply of components that are directly related to the refrigeration system. In accordance with this the quotation – unless explicitly stated otherwise – does not contain the followings.

• Anyarchitectural, building construction job, including the insulation, soil heating, concrete bases, ide supporting structures (eg. the steel suspension, fixture of air coolers), creation and repair of wall and ceiling apertures.
• Electrical works regarding the building, providing the necessary electric power supplies for the refrigeration machine,air coolers, etc.
• Assuring On-the-spot-crane, forklifts, and theirusage for moving non hand movable main parts on the site, and assuring the availability of scissor lifts if they are necessary for the work, etc.
• Conventional building engineering tasks, such as the construction of sewer inlets, drainage system for the drip water.
• Any design, measurement, certification task that are not strictly necessary for the execution/construction including the special design chapters such as environmental impact study, emergency response plan, architector structural design, etc.
• Any kind of administrative procedures, their handling, management, documentation, or their expenses.
• Any certification – aside from the PED certification of the components – including MKEH certifications, and CE certifications are not part of the quotation, and are not calculated in the price.
• The guarding/security of the worksite, the cost of the use of public utilities during the contraction, parking fees, garbage disposal fees, the leasing and shipping costs of warehouse container, and other services that generally can be provided by the Customer without increasing their expenses.
• Any other unspecified product or service.

2.12. The interpretation of quotations and contracts specifically states that the “181/2003 (XI.5.) government decree”does not apply because on the one hand the equipment in the contract is not going to be installed in a residential building, and on the other hand it constitutes as a special technological equipment, thus not an inseparable part of the building, and is not a structural element of the building. QPLAN Refrigerationaccording to the Hungarian Civil Code 6:152. § paragraph is responsible for defective performance in the time interval specified at 6.1 but limited to a maximum of 12 (but maximum 14 calculated from the time of delivery) monthguarantee, and which the Customer specifically acknowledges and acceptsby accepting the quotation. QPLAN Refrigerationdeliberatelyexpresses, that the specified Price had been determined with regards to the currently described limitations. The Parties further state, that – with regards to that the activity performed by the Contractor does not require authorisation – the current legal relationship does not fall under the provisions of Section 9(4)-(8) of Government Decree 191/2009 (IX.15.) on implementation activities in the construction industry, and thus the Contractor – among other things – is not obligated to keep electronic construction logs.

2.13. The quotation assumes that the Customer pays the VAT to QPLAN Refrigeration.

3. General conditions for delivery, Stage of fulfilment and stage of invoicing

3.1. The technical fulfilment of the quotation / contractwith regards to delivery, stage of fulfilmentboundaries, and dates are stated in the quotation and contract, and which also to be interpreted in conjunction with the followings.

3.1.1. QPLAN Refrigerationsends out a so-called warehouse advice of readiness to the Customer when a product arrives / is finished.If the quotation / contract specifies a payment stage in conjunction with a delivery or delivery stage, then the Customer is obligated to pay the previously agreed amount to QPLAN Refrigeration within the specified deadline before the shipping / delivery.

3.1.2. If the payment stageis scheduled to occur after the product(s) have already been delivered, then the invoice about the payment stage is going to be sent out to the Customer with the delivery date, with the specified deadline for payment.

3.1.3. The Customer acknowledges, that if the payment is late for any reason then completion date set out for QPLAN Refrigeration automatically increases. That is the late payment of the Customer automatically excludes the late fulfilment of QPLAN Refrigeration. The Customer acknowledges, that if the payment is significantly delayed / latethen the delay in delivery / fulfilment time could even increase by more than the delay in the payment, for which QPLAN Refrigeration cannot be made responsible.

3.1.4. In the event of late payment QPLAN Refrigeration is entitled to charge the Customer the default interest specified in the Civil Code, and if the products are still in possession of the product(s) then charge the Customer for each gross pallet for regular storage fees, and if the size and the weight of the product requires, also moving expenses(for example On-the-spot-craning costs) shall be charged.

3.1.5. For late payments over 30 calendar days QPLAN Refrigeration is entitled to immediate unilateral cancellation of the contract, and demand the reimbursement of its damages caused by the termination of the agreement. The Customer acknowledges that in the case of delay, breach of contract, etc. which happens outside of the interest of QPLAN Refrigeration, the Customer is obligated to pay for any direct or indirect damages suffered by QPLAN Refrigeration within the span of 8 calendar days.

3.1.6. The Customer is obligated to ship or receive /accept the product – depending on the offer / contract – on schedule. If the shipping is conducted by the Customer or a partner / representative of the Customer then in the moment when the product has been placed on the transport vehicle the risk of damagespasses to the Costumer.If the lifting of the product is performed by the transport vehicle (eg. crane truck)the risk of damage passes to the Costumer before the moment when lifting begins. If shipping is conducted by QPLAN Refrigeration then the Customer is obligated to provide the services necessary for lifting the product(s) off the vehicle – and if necessary, moving it –, and generally receive the product(s) in the previously agreed time. The Customer is also obligated to give written official verification about the receipt of the product(s). In this case the risk of damage passes to the Costumerat the moment when the products are about to be lifted off the vehicle.  The Customer specifically acknowledges that it is not entitled to deny the receipt of the products. If the Customer has comments / complaints on the quality or potential injuries on the product then, it is entitled to state them in the form of comments on the delivery note or take-over record, but it is not entitled to deny the receipt, and /or on time payment of the product(s).

3.1.7. If for any reason the Customer denies to receive the product(s), or does not sign the delivery report, then QPLAN Refrigeration has the right to demand the Customer to reimburse QPLAN Refrigeration for any direct or indirect damages, and to create documentation / report to prove the shipment has arrived at the Customers site eg. by making photographs, and to regard them as substantiating documents as proof that the delivery has happened, and proceed accordingly, invoicing, etc.

3.1.8. QPLAN Refrigerationhas the right to fulfil the contract before the deadline, in which the Customer – within reasonable expectations – has to cooperate.

4. General conditions for the circumstances, and deadline of conducting and installation

4.1. The lead times for the contraction, including the start of the site works, and the planned deadline for finishing are specified in the offer / contract with the assumption that no obstacles occur.

4.2. It is the responsibility of the Customer to provide adequate work are, working conditions, especially, but not limited to the services stated in 2.11 which are in conjunction necessary for QPLAN Refrigeration for continuous, obstacle free work, so it can provide a first-class quality, on deadline performance.

4.3. The Customer specifically acknowledges, that the accepted price does not contain excess costs resulting from the lack of working area, and other obstacles, or any circumstances that are outside of the interest of QPLAN refrigeration that causes excess works, or costs are listed in a non-exhaustive list below.

• Downtimes caused by the lack of work area.
• Downtimes associated with authorisation from competent authorities, or similar authorisation in Customer interest, or by their lack thereof.
• Potential overtimes, including works in weekdays after 18:00 and works on weekends / holidays.
• Excess fieldwork, and potential accommodation costs.
• The extra costs of an already constructed, but for any reason outside QPLAN Refrigeration the partial or complete disassembly, then reconstruction of the rebuilt or relocated parts.
• Excess costs associated with the delay or lack thereof Customer provided services.
• The repair costs incurred by other connecting technological parts /system.
• Reimbursement for damage, theft of QPLAN Refrigeration equipment or resources caused by the Customer or its subcontractor, or by a third party on the site of the Customer.
• The Customer specifically acknowledges, that if it does not have insurance for the listed above then it is obligated to itself reimburse QPLAN Refrigeration for the occurred damages.

4.4. The Customer specifically acknowledges, that the cases specified in 4.3 QPLAN Refrigeration is entitled to put its additional costs across, and to delay the contractual part-fulfilment or fulfilment deadline – within reasonable limits – excluding any claim for damages from the Customer due to the delays.

5. General conditions on handover-takeover

5.1. The planned deadline for handover-takeover had been recorded in the offer / contract.

5.2. Once the equipment is finished, and the potential start and end of the trial run is known QPLAN Refrigeration notices the Customer in written form, to which the Customer – with reasonable expectations – has to comply.

5.3. The physical and technical handover-takeoverof the product not only depends on the physical completion of the product, but is in the majority of the cases also subject to the release of authorisation from competent authorities such as authorisation for pressure equipment, operating licenses for refrigeration systems, and refrigeration machine rooms. The general experience is that the Hungarian authorisation usually takes more time than it is specified in the legal provisions. Considering that QPLAN Refrigeration has no meaningful influence over the administration times with the authorities, and the regularly changing legal framework – potentially causing the need for extra certifications, documentations, thus further increasing the administration time – QPLANRefrigeration is not responsible under any circumstances for the delay of the authorisations may it occur for any reasonor for any occurred damages caused by the delay. QPLAN Refrigeration charges the Customer for excess documentation, certification that became necessary due to the change in the necessary authorisation.

5.4. QPLAN Refrigeration only performs the necessary technical, work safety, etc. modificationsmodified by the authorities – if the modifications come into effect after the contract has been signed, but before the handover happened / the contract has been fulfilled – on request and for extra renumeration. QPLAN Refrigeration is not obligated to undertake the contraction of the tasks.

5.5. The Customer specifically accepts, that if QPLAN Refrigeration has entirely fulfilled its contractual responsibilities, and the equipment / system is completely finished or at the level at which the authorities made it possible, the QPLAN Refrigeration is entitled to send out its final invoice, even if the test run has not been performed on the equipment. In this situation QPLAN Refrigeration is obviously obligated to perform the test run of the system / equipment after the authorities granted the necessary permissions in the shortest time that can reasonably be expected.

6. General conditions on warranty

6.1. For every new equipment / system manufactured or distributed by QPLAN Refrigeration there is a 12-month warranty calculated from the test run, but a maximum of 14-month calculated from the handover of the equipment / system. The warranty is only valid if the test run has been performed and documented by qualified personnel, is has been subject to normal operation, and the required maintenances are performed. Exceptions are products that are resold /distributed by QPLAN Refrigeration, to which products the warranty period and conditions given by the original manufacturer apply.

6.2. For certain cases QPLAN Refrigeration could determine longer warranty periods than 12 months, to which the conditions and period declared in the quotation / contract apply.

6.3. The warranty is only applicable for products and systems maintained and serviced by QPLAN Refrigeration. If the Customer does not perform regular maintenance, or performs it with a third party then the warranty is modified. If within the warranty period the necessary maintenance and servicing works are not performed by QPLAN Refrigeration, then the warranty automatically ceases to exist. Immediately after the test run, and the technical handover-takeover,the maintenance and service of the equipment has to be included in a valid service contract.

6.4. QPLAN Refrigeration takes on the responsibility to answer to any calls within the warranty period withing working hours and react within 72 hours from the notice. QPLAN Refrigeration maintains the possibility for 0-24h availability and 4-hour reaction time for its own products for extra charge, but the conditions, and prices must be specified in a separate service and/or maintenance contract. If this contract is lacking then these services cannot be expected from QPLAN Refrigeration.

6.5. QPLAN Refrigerationis exempted from the warranty responsibilities in the event if the failure / malfunction is caused by the use of the system or its parts in ways non-compliant with the operating manual, or if the failure is caused independent from QPLAN Refrigeration. In the event if the malfunction of the equipment is caused by the failure of a connecting technological part or parts that are not covered by the contractual warranty, and also if the regular preventative maintenance performed by professional repairer hasn’t happened on the expected/necessary schedule.

6.6. In the event of component / part failure QPLAN Refrigeration assesses the kind of the failure and decides accordingly if it sends the part back to the manufacturer for testing. If the manufacturer establishes that the failure is not caused by material defect or manufacturing fault, then QPLAN Refrigeration is entitled to invoice the Customer for the countervalue of the part / component with an 8-day transfer deadline.In cases of dispute the faulty part has to be examined by the manufacturer and the expert opinion of the manufacturer about the cause of the failure should be authoritative.

6.7. QPLAN Refrigerationdoes not take responsibility for direct or indirect damages (eg. damage to goods) caused by the malfunction of a delivered part / component – except for damages intentionally caused by QPLAN Refrigeration or failures that damage human life, physical integrityor health. That is QPLAN Refrigeration warranty only covers the repair/replacement of the faulty equipment or component.

6.8. QPLAN Refrigeration has a designer, and general insurance, which extends to its subcontractors too, and covers every damage caused to the Customers property and damage caused to property of third parties within the site of the Customer if the damage occurred during the fulfilment of the contract and is caused by QPLAN Refrigeration or its subcontractors. For the caused damages QPLAN Refrigeration takes on responsibility to the extent and expense of its current liability insurance and its conditions.

7. Special conditions for Distributors

7.1. A Customer is considered a Distributor who purchases components / equipment from QPLAN Refrigeration and then with or without additional services / work / delivery necessary for the installation and safe operation of the refrigeration equipment sells them to third parties.

7.2. The Distributor as a professional firm warrants that it is in possession of the necessary technical knowledge, experience, personnel, equipment, and financial requirements which collectively enable the integration, proper installation, test run, repair, service of the equipment supplied by QPLAN Refrigeration or lack thereof it hires a professional firm for the above tasks. QPLAN Refrigeration does not grant warranty for faults in the equipment that are the result of unprofessional installation, test run etc.

7.3. It is the responsibility of the Distributor to obtain necessary certifications, and create the necessary documentations which are needed for the professional installation and operation, including the pressure and vacuum tests, prove the protection against electric shock, test runs etc. If these certifications, and tests are missing then QPLAN Refrigeration does not grant warranty and is not liable for the fault-free operation of the equipment.

7.4. The Distributor is obligated to proceed as such the equipment shipped by QPLAN Refrigeration is operating properly according to the expectations of the Customer and the incidental faults are to be fixed as soon as possible not to cause damage to the brand-name and reputation of QPLAN Refrigeration.

8. Special conditions on components and equipment

8.1. With regards to that QPLAN Refrigeration mainly undertakes planning, manufacturing, installing, repairing etc. refrigeration equipment there are examples in a modernisation project of a refrigeration system QPLAN Refrigeration comes in possession of the disassembled / replaced parts which it sells / utilises according to need.

8.2. In that situation where a quotation or contract contains or could contain previously used parts, components or equipment then it is clearly stated in the contract. In the lack thereof such statements then only used parts/components might get used for which QPLAN Refrigeration assumes responsibility.

8.3. If for any reason the Customer decides to purchase or install a used part / component or equipment then the following warranty conditions apply.

8.3.1. In the event of purchasing used products, and the products are not being installed by QPLAN Refrigeration then the Customer – at the site of QPLAN Refrigeration – examines the products, if possible, performs a pressure test, rotation test etc. after which the Customer decides to purchase the product, and transports it. Products purchased in such a way are under no warranty and QPLAN Refrigeration is not liable for the product.

8.3.2. In circumstances where the used product is part of a project in which QPLAN Refrigeration is the contractor who installs the parts, then used parts have 3 months of warranty + 3 months of general warranty calculated from the day of the system has been put into operation, under proper installation, normal operation, and regular maintenance.

9. Copyrights

9.1. Any technical design, or solution created by QPLAN Refrigeration for a quotation or contract are protected by copyright law and are the exclusive property of QPLAN Refrigeration.

9.2. QPLAN Refrigeration as part of the quotation or Contract grants permission for the Customer as a one-time right to use for the technical design, or solution if the Customer accepts the offer of QPLAN Refrigeration or signs the Contract. The countervalue for the right to use is part of the price indicated in the Quotation / Contract.

9.3. If the Customer does not accept the Quotation or signs the Contract, then the Customer isunentitledto use the technical designs / solutions that were part of the Quotation / Contract, and this extends to the components of the design too not only the whole. In cases of unauthorised use, the Customer is obligated to pay penalties to QPLAN Refrigeration which is equivalent to the price indicated in the Quotation.

9.4. The Customer can only use the provided plans, documentation for the purposes specified in the Quotation / Contract. It cannot be disposed, and cannot be handed over to third party, nor can any exploitation rights be transferred to third party. They cannot be used even in parts in other establishment or equipment without the prior consent of QPLAN Refrigeration. The design documentation is considered copyright material and technical solutions can only be reused, modified, or the reconstruction / redesign of the equipment built based upon it can only be done with the written consent of QPLAN Refrigeration.

10. Confidentiality

10.1. The Parties handle the contents of the Quotation / Contract with commercial confidentiality, and assume responsibility for keeping them as such, not allowing third parties to gain access to this information. The Parties assume further responsibility for treating information shared during the preparation of the Contract, and during the fulfilment of the Contract, about each other’s business activity, business contacts as confidential and only share / make accessible this information with third parties after acquiring prior written permission from the other party to do so. The current obligation for confidentiality applies after the fulfilment of the Contract and also in the case if the Customer does not accept the Quotation / Offer of QPLAN Refrigeration and the contract is not formed between the parties.

10.2. The obligations listed in10.1 also apply to any individual member of the parties, their employees, contractors, advisors, and other assistants. The Parties assume responsibility for the personnel listed above handle the shared information confidentially.

10.3. In the event of breaching the obligation of confidentialitylisted in 10.1 the party responsible for the breach is obligated to reimburse the damaged party for confirmed damages sourcing from the breach.

10.4. The Parties are obligated to handle shared personal data according to the Privacy Act and its regulations. Personal data shared during cooperation or work preparing the Contract has to be stored for the time specified in the act, after which they are obligated to annulment them. By signing the current Contract, the Parties assume responsibility to act accordingly.