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Conditions of Shipping and Sale 

Wet Wipe Ltd.
General Conditions of Shipping and Sale

I. General provisions

1. The following terms and conditions (hereinafter: GTC) shall apply to each and every legal relationship with the aim of sale and purchase where Wet Wipe Ltd. (seat: 3526 Miskolc, Mechatronikai Park No. 4., Hungary) acts as the seller. The ever prevailing text of the GTC is available for review on the webpage under the address www.wetwipe.hu.

II. The conclusion, contents and performance of the supply contract

2. The specifications, price lists and the catalogue published by Wet Wipe Ltd. shall not be deemed a binding offer. The supply contract shall be concluded upon the receipt of the written confirmation of the buyer’s order with identical content. To issues not regulated in the supply contract, the provisions of the Hungarian civil law are applicable. The parties may differ from the provisions of the GTC with an express written statement in the order or in the confirmation thereof. A confirmation made with a content different from the order shall be deemed a new offer. The parties accept statements made in electronic form in a way that is retraceable and the transmission of which is provable as statements made in writing.

3. The supply contract shall obligatorily include: the exact denomination of the product, the quantity thereof, the consideration for the goods and the currency of the amount payable, amount of the taxes, fees and customs payable with the denomination of the party paying them, the method of packaging, the consideration for the non-returnable packaging, the parity according to the provisions of the Incoterms 2010 that came into effect as of 1 January 2011, the name and address (delivery address) of the buyer, billing address, the method and deadline of payment.

4. The billing is based on the delivery note issued of Wet Wipe Ltd. The consideration of the partial deliveries shall be billed. The parties deem a performance that does not exceed the ordered quantity by more or less than 10 percent in compliance with the supply contract. The arising banking fees and commissions shall be borne by the buyer in all cases.

5. The buyer shall be obliged to take over the quantity agreed on in the supply contract, in 8 days after it means ready. In case the takeover of the ordered quantity does not occur for a reason that has arisen in the buyer’s sphere of interest, the buyer shall be obliged to pay 200Ft/day/pallet storage and static force fee, and the shipping costs incurred. In case the buyer received a discount with regard to the volume of the order, the discount shall be lost in addition to the payment of liquidated damages, and the buyer shall be obliged to pay the price without the volume discount as consideration for the accepted product.

6. The buyer shall pay the consideration for the product in accordance with the contents of the invoice. The day of performance is the day when the consideration for the product is credited to the account of Wet Wipe Ltd., or arrives at Wet Wipe Ltd./is paid at the cash-desk of Wet Wipe Ltd. In case the parties agreed in prepayment or in advance payment, the product may be delivered solely after the payment of the consideration or the advance payment. If insolvency, liquidation or other similar procedure is initiated or ordered against the purchaser, Wet Wipe Ltd. is entitled to rescind the contract with immediate effect and to demand the immediate return of the yet unpaid products. Wet Wipe Ltd. is entitled to set- off its outstanding obligations towards the buyer.

7. In case of late payment, the buyer shall be obliged to pay default interest after each calendar day of the default in the amount of 12 percent per annum calculated on the basis of the gross total of the invoice. In case of late payment Wet Wipe Ltd. is entitled to suspend all performance due by Wet Wipe Ltd. pursuant to the present supply contract and every further supply contract in effect between Wet Wipe Ltd. and the buyer. Wet Wipe Ltd. is also

entitled to suspend performance if the financing bank or the bank providing a guarantee refuses its assistance or service (in particular, the factoring of the buyer’s account, the issuance of a Letter of Credit or guarantee, credit check, credit limit) based on its information on the buyer, for a reason not attributable to Wet Wipe Ltd.

8. In case the delivery takes place on the premises according to the parity, the buyer shall be obliged to notify Wet Wipe Ltd. 1 working day prior to the arrival of its transport vehicle. Wet Wipe Ltd. shall provide the buyer with the delivery documentation required by law, resulting from the nature of the product. The buyer is liable for the safety, fitness and cleanliness of the shipping vehicle sent by it, and for the damages caused by the unfitness thereof. The buyer is liable towards Wet Wipe Ltd. for the carrier used as if the buyer itself acted as the carrier. The buyer shall be obliged to comply with the shipping provisions (e. g. ADR, RID, other) resulting from the nature of the product. In case of delivered parity, Wet Wipe Ltd. is entitled to choose the method and route of the delivery. Should any special need of the buyer arise in respect of the delivery, the details and the consideration thereof shall be laid down by the parties in the supply contract.

9. The title and the risk transfers from Wet Wipe Ltd. to the buyer according to the provisions of the parity.
The property right of the product is transferred to the buyer once the purchase price is fully paid by the buyer to Wet Wipe Ltd. Should the product be sold or passed to the third party without obtaining the property right, Wet Wipe Kft. is entitled to exercise its property right. Should the product not be paid by the buyer Wet Wipe Ltd. as the property right holder is entitled to its proportionate share in the final product (which includes the product owned by Wet Wipe Ltd.).

10. The carrier documentation includes the following generally: invoice or delivery note, CMR, occasionally: pack list, certificate of origin, or other document as the buyer required.

11. Wet Wipe Ltd. uses white, novel, at the beginning of a career pallets. At the handover of the product counts only these quality of pallet. If this is not possible in the case of Wet Wipe Ltd. will charge the pallet market price to the buyer.

III. Liability

12. Wet Wipe Ltd. shall be liable for the product sold by it to be in compliance with the parameters published in the specifications attached to Wet Wipe Ltd.’s offer sent to the buyer, and Wet Wipe Ltd. shall be liable that the packaging of the product to conform to the relevant legal provisions. In case the buyer requests different parameters from those in the specifications of the product, the buyer is fully and completely liable for the adequateness of the information necessary for the production of the product with altered specifications. In case of modifications requested posteriorly, the parties’ agreement set forth with respect to the actual circumstances shall apply.

13. The quantitative delivery of the sold product shall take place on the premises of Wet Wipe Ltd. In case of delivered parity, the buyer shall be obliged to report any quantitative complaints immediately after the receipt of the product, and indicate it in the delivery note.

14. In case of packaged products the buyer shall be obliged to report the fault of the packaging immediately after the acceptance of the product, and indicate it in the delivery note.

15. Wet Wipe Ltd. accepts quality complaints within the warranty period of the product. Wet Wipe Ltd. accepts complaints if the buyer has stored the product with all due diligence, under the following circumstances: The product should be stored in clean and dry storerooms, which protected product against direct sunlight, dust.

Recommended storage condition:
Humidity: maximum 60 %
Temperature: 5oC – 40 oC
Transportation should be made with covered vehicles, protected from moisture, in conditions which ensure integrity of packs.

16. Quantitative or qualitative complaints have no suspensory effect on the payment deadline.

17. The parties agree upon the method of settling the complaint after the investigation of the complaint on a case- by-case basis. The liability of Wet Wipe Ltd. is limited in the value of the goods. Wet Wipe Ltd. and the buyer shall cooperate in respect of the investigation of the complaint. An independent expert may be involved in the investigation procedure, the costs of whom shall be borne by the party at fault. The buyer shall store the item complained about separately, under circumstances indicated in the present GTC.

18. The parties are fully liable for any damage occurred as a consequence of the participation of third parties involved by them. The party involving a third party, shall be liable for the acts of such third party as for its own acts.

19. Wet Wipe Ltd. excludes its liability in all cases, where the cause of the non-contractual performance arose in the sphere of interest of the buyer.

IV. Force Majeure

20. Neither Party shall be liable or responsible for any failure or delay in the performance of their respective obligations under or pursuant to the contract or these terms and conditions where such failure or delay was the result of unforeseeable, unavoidable and imperative circumstances and that were outside of the control of the party failing to perform (hereinafter: Force Majeure). The parties deem a cause of Force Majeure in particular, but not exclusively, a strike, a governmental measure, a regulatory provision, terrorist activities, natural disaster, fire, circumstances arising as a result of permanent disturbance in the supply of primary commodities and energy. The parties shall immediately – if possible, within three days – inform each other of the occurrence of the Force Majeure circumstance, indicating the circumstance, the foreseeable consequences and the expected duration of such circumstance. During and after the Force