General Terms and Conditions
General Terms & Conditions of Sale (GTCS)
Please read the below General Terms and Conditions of Sales carefully in which Gold Standard Diagnostics Budapest Kft. (hereinafter: “Gold Standard Diagnostics” or “we”) advises on the general terms and conditions of the contract concluded between itself and its contracting party (hereinafter: “contracting party”). Pursuant to section 6:78 (1) of Act V of 2013 of the Civil Code (hereinafter: “Civil Code”), Eurofins makes it possible for the contracting parties to become familiar with the contents of the GTCS on its webpage (https://www.goldstandarddiagnostics.com/terms-and-conditions) before concluding the individual contract.
Gold Standard Diagnostics reserves the right to modify these GTCS unilaterally at any time. Gold Standard Diagnostics shall publish the modified text of the GTCS also on its above webpage and thus ensures that the contracting parties may become familiar with them. From the date of publication, the modified text of the GTCS shall become applicable to the contracting party, as well.
By accepting these GTCS in writing or by clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button, the contracting party states that it accepts the below contractual conditions.
Let us further warn you that conditions in these GTCS – mainly regarding compensation, administration fee and termination of the contract - may vary from generally accepted practice and that these GTCS are in English language. By accepting these GTCS in writing or by clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button, the contracting party states that it accepts the contractual conditions varying from the generally accepted practice and that they are in English language. In addition, for the purposes of these GTCS, “product” means the product which is the subject of the agreement concluded with the contracting party.
1. Scope of application, derogations from the GTCS
1.1 These GTCS are effective for all contracts, however, with the provision that these GTCS are not applicable to those legal relationships which come into existence between Gold Standard Diagnostics and its distributors. The legal relationship of a distributor is regulated by a separate distribution agreement concluded between Gold Standard Diagnostics and them.
The following General Terms and Conditions of Sale (“GTCS”) shall be applicable to all individual contracts which are concluded by Gold Standard Diagnostics. They shall also apply to contracts concluded by telephone and to those contracts which arise through the provision of samples.
Gold Standard Diagnostics – according to section 6:78 (1) of the Civil Code - WILL MAKE IT POSSIBLE FOR THE CONTRACTING PARTY TO BECOME FAMILIAR WITH THESE GTCS AT ITS WEBSITE ((https://www.goldstandarddiagnostics.com/terms-and-conditions) BEFORE CONCLUDING AN INDIVIDUAL CONTRACT. BY SIGNING THE INDIVIDUAL CONTRACT (or By clicking on the 'I have perused, understood and accept' the General Terms and Conditions of Sale button), THE CONTRACTING PARTY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE GTCS.
A contract subject to these GTCS shall arise as a consequence of Gold Standard Diagnostics’ acceptance of an order. An order sent to Gold Standard Diagnostics shall either be accepted pursuant to (a) Gold Standard Diagnostics’ performance of the order (in such a case the written order confirmation of Gold Standard Diagnostics shall not be required) or (b) Gold Standard Diagnostics ’s written acceptance of the order. Contracts may be concluded through orders on internet and their acceptance. In this case the Gold Standard Diagnostics’ technical system stores the order and the electronic acceptance. The contracts concluded via internet are regarded as electronical contracts. Language of the contracts may be Hungarian and/or English (as the order and its acceptance).
1.2 Apart from Managing Directors or authorized representatives of Gold Standard Diagnostics, no employee or sub-contractor of Gold Standard Diagnostics shall be entitled to authorize any derogation from the provisions of the GTCS or to waive their application or to bind Gold Standard Diagnostics in any manner which would lead to the applicability of any contrary provisions which in terms of their content might conflict with the GTCS or take precedence over them. Such a modification or waiver of the applicability of the GTCS shall only be binding upon Gold Standard Diagnostics to the extent that it is given in writing and is signed by Managing Directors or authorized representatives.
1.3 These GTCS in their respective version shall also apply to future deliveries, services or offers to the contracting party, even if they are not agreed again separately.
2. Conclusion of contracts; non-applicability of contrary contractual terms and conditions; non-acceptance of logistical services
2.1 To the extent that no contrary provisions are expressly agreed in writing and signed by a director or an authorized representative of Gold Standard Diagnostics, the contracting party’s own General Terms & Conditions of Business shall be without any effect, even if such contracting party refers or has referred at some point in time to its own General Terms & Conditions of Business. Furthermore, any earlier acceptance of special terms and conditions in the context of a previous contract (including special provisions in relation to price) shall not mean that such special conditions shall be accepted in the future in the context of any subsequent contracts. Each contract which is concluded by Gold Standard Diagnostics shall to such an extent be viewed as a separate contract between Gold Standard Diagnostics and the contracting party unless otherwise agreed in writing.
2.2 In the event that the contracting party subsequently requests changes to the already accepted order / concluded individual contract (e.g. wishes to have additional quantity from the already ordered product, to have other products than originally ordered etc.) Gold Standard Diagnostics shall not be obliged to accept such additional request. If Gold Standard Diagnostics is willing to accept such additional request, then such consent should be incorporated into writing (as an amended contract) and Gold Standard Diagnostics shall be entitled to invoice a management and administration fee in the amount of up to €25.00 in an addition to the original contractual charges for these additional requests.
2.3 As per the contract concluded between the parties, Gold Standard Diagnostics delivers the ordered products specified in the order and its acceptance or in the individual contract.
3. Prices, delivery and payment terms
3.1 Prices shall be stipulated “EX WORKS” Budapest (Incoterms 2020), i.e. Gold Standard Diagnostics makes the products available at the seat of Gold Standard Diagnostics, therefore all delivery is made EX WORKS Supplier’s warehouse in Budapest, Hungary (Incoterms 2020). If the contracting party requires the Parties may opt that Gold Standard Diagnostics shall arrange for the transportation of the Products. In any case when Gold Standard Diagnostics arranges for the transportation of the Products, Gold Standard Diagnostics acts as a forwarding agent on behalf of the contacting party notwithstanding the fact that deliveries are made EX WORKS.
3.2 After the arrival of Products in the country of destination, the customs clearance in the importing country (if any) needs to be completed by the contracting party at his own cost and risk, including all customs duties and taxes. All costs and charges paid by Gold Standard Diagnostics arising from or related to the transportation and export clearance of the Products (including but not limited to shipping and forwarding costs, insurance, export customs duties etc.) shall be fully reimbursed by the contracting party to Gold Standard Diagnostics together with the payment of the price of the respective Products, in the amount indicated in Gold Standard Diagnostics’ invoice.
3.3 Gold Standard Diagnostics’ prices shall be stipulated in EUR net of any taxes payable (including value-added tax) and shall be based upon the pricelist applicable on the date of the conclusion of the contract. Taxes shall be calculated on the basis of the rates applicable on the date of the issue of the invoice. All prices are payable in EUR.
3.4 To the extent that no express agreement to the contrary is reached, payments must be made at the latest within a period of thirty (30) days from the date of the invoice. Any complaint in relation to an invoice must be submitted within the payment period unless the complaint concerns defects or other circumstances which were not apparent in the ordinary course of business within this period. Should the contracting party default on any payment, all sums owed by the contracting party – including any sums owed pursuant to other contracts – shall become immediately due and payable. Gold Standard Diagnostics shall be entitled in the event of default to apply default interest of eight (8) percentage points above the base rate of the Hungarian National Bank. The right of Gold Standard Diagnostics to assert its claims in respect of any demonstrable losses suffered as a result of such default which may exceed such rate shall not be affected hereby.
3.5 If at the request of the contracting party a new invoice must be issued, Gold Standard Diagnostics may invoice an administration fee in an amount of up to €15.00. This shall not apply to corrections due to errors of invoicing.
3.6 Payments shall be made by way of a bank transfer or by direct debit. Other means of payment shall require the prior consent of Gold Standard Diagnostics. The contracting party shall be obliged to transfer the price to the bank account of Gold Standard Diagnostics as stipulated on the invoice.
4. Delivery dates
4.1 Delivery dates and delivery costs shall be estimates only and shall not be binding upon Gold Standard Diagnostics. Gold Standard Diagnostics shall nonetheless be required to use its commercially reasonable endeavours to comply with the estimated delivery periods.
4.2 Gold Standard Diagnostics shall be entitled to deliver the order(s) in instalments. Each instalment may be separately invoiced.
4.3 Where based on the parties’ agreement the products are required to be shipped the choice of transport company and means of transport shall be up to Gold Standard Diagnostics. The risk shall be transferred to the contracting party with the initiation of the shipment. Where shipment or delivery is delayed for reasons which are the contracting party's responsibility, risk shall be transferred by notice of shipment or readiness for transfer respectively. The costs arising from the same (in particular storage costs) shall be for the account of the contracting party. Gold Standard Diagnostics shall not be obliged to insure or have anyone else insure the shipment against damage during transport unless it has undertaken such obligation towards the contracting party in writing.
4.4 Where Gold Standard Diagnostics' products are subject to export control provisions (in particular licences, permits and approvals), Gold Standard Diagnostics shall ensure these are complied with. The contracting party shall observe the provisions regarding the import of the products s into its own country or a third country. Gold Standard Diagnostics cannot guarantee that import licenses, permits and approvals will be granted to the contracting party.
5. Limited warranties and liability; liability and indemnity obligations of the Customer; safety warnings
5.1 Gold Standard Diagnostics warrants that at the time of delivery its products will conform to Gold Standard Diagnostics’ specifications regarding the products valid at the time of delivery and the legal features specified in the laws and they have no faults (warranty for characteristics).
Gold Standard Diagnostics warrants that a third party has no right to prevent the contracting party from acquiring ownership of the purchased products or which would restrict the contracting party from exercising ownership rights over the purchased products (warranty for title).
Furthermore, Gold Standard Diagnostics undertakes the responsibility for the fact that a third party has no right in respect of the ‘Gold Standard Diagnostics’ trademark which would hinder or restrict the use of the Gold Standard Diagnostics trademark.
In the event of defective performance by Gold Standard Diagnostics, Gold Standard Diagnostics will replace any defective product which Gold Standard Diagnostics determines was defective at any time of shipment to the contracting party, if the replacement is possible without injuring the interests of the contracting party. The contracting party shall provide all reasonably requested data by Gold Standard Diagnostics in order to define the defectiveness of the product.
The contracting party represents that in the event of defective performance it will first request replacement from Gold Standard Diagnostics. Under no circumstances will Gold Standard Diagnostics be liable for any actual damage, loss of profits or costs incurred in order to mitigate damage which are related to the contracting party’s business activities.
The contracting party may exercise warranty rights within the deadlines specified in the then effective Civil Code.
Gold Standard Diagnostics will undertake an express warranty (“jótállás” in Hungarian) only according to a separate agreement.
The products shall be deemed to have been accepted in the event that the contracting party notifies nothing to the contrary within the period of one (1) week from the date of receipt.
5.3 To the extent that the parties do not agree anything to the contrary, the contractual relationship shall exist only as between the contracting party and Gold Standard Diagnostics. No contract shall be concluded on behalf of third parties or with a protective effect for third parties pursuant to which Gold Standard Diagnostics may be bound by any obligations owed to such third parties, if and to the extent that such an arrangement does not arise pursuant to the contract and/or these GTCS. The contracting party shall be obliged to indemnify Gold Standard Diagnostics in respect of all third party claims which may be brought against Gold Standard Diagnostics in connection with the contracting party or the contract with the contracting party, if and to the extent any wrongful conduct has been engaged in by the contracting party.
5.4 In the event that Gold Standard Diagnostics delivers any software to the contracting party, the contracting party must use such software in accordance with the applicable licence conditions, instructions and manuals.
5.5 It shall be expressly made clear that all products are intended exclusively for laboratory and research purposes. Gold Standard Diagnostics shall therefore only deliver such products to public research, analytical and teaching institutions, technical commercial operations or relevant industry. Gold Standard Diagnostics excludes all liability for damage which could arise from improper handling or in case of domestic use or use on people or animals.
Gold Standard Diagnostics expressly prohibits the passing on of poisonous (hazardous) materials to private individuals.
Similarly, any liability on the part of Gold Standard Diagnostics for damage and injury to persons or things arising as a result of improper handling or storage of the products at the contracting party's premises shall be excluded. To the extent that relevant Hungarian laws apply to dealings, including delivery, storage, processing or trade in certain products, these shall also be observed by the contracting party.
5.6 The contracting party warrants that for the contract period, in relation to any economic and trade sanctions imposed by the United Nations, the European Union, the United States of America or any other country, that:
- a) it is not the target of any Economic Sanctions;
- b) to the best of its knowledge, it is not controlled or beneficially owned by any person subject to Economic Sanctions;
- c) it shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, the contracting party shall not (i) directly or indirectly export, re-export, transship or otherwise deliver the services or any portion of the services in violation of any Economic Sanctions Law, or (ii) broker, finance or otherwise facilitate any transaction in violation of any Economic Sanctions Law;
- d) it is not engaged in any proceedings or subject to any investigations from authorities for the alleged breach of any Economic Sanctions Law.
5.7 The contracting party shall indemnify Gold Standard Diagnostics against any losses, liabilities, damages, fines, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the contracting party as a result of any breach of the previous provisions mentioned in 5.6 by the contracting party.
5.8 Without affecting any other right or remedy available to it, Gold Standard Diagnostics may terminate the contract with immediate effect by giving written notice to the contracting party if the contracting party commits a breach of the provisions mentioned in 5.6, and the contracting party shall not be entitled to claim compensation or any further remuneration.
For the purpose of the provisions mentioned in 5.6 - 5.8:
Economic Sanctions means any economic Sanctions, restrictive measures or trade embargoes adopted by the UN Security Council, the European Union, the United States of America or any other sovereign government.
Economic Sanctions Law means any law, regulation or decision enacting Economic Sanctions.
6. Limitation on liability
6.1 Limitation of liability as the Seller of Product
6.1.1. Gold Standard Diagnostics shall be liable for losses which are due to an intentional or grossly negligent breach of obligations by one of its legal representatives or employees. Gold Standard Diagnostics’ liability shall be limited to the net price of the concerned products bought by the contracting party.
But under no circumstances will Gold Standard Diagnostics be liable for any actual damage, loss of profits or costs incurred in order to mitigate damage which are related to the contracting party’s business activities.
6.1.2 Furthermore, Gold Standard Diagnostics shall be liable for damage from injury to life, body or health without limitation.
6.1.3 The above provisions shall also apply in favour of the legal representatives or employees of Gold Standard Diagnostics in regard to claims directly directed against them.
6.2. Limitation of liability as Gold Standard Diagnostics
6.2.1 If Gold Standard Diagnostics acts as a forwarding agent based on Sections 3.1-2. of this GTCS and Gold Standard Diagnostics’ liability is established, its obligation for compensation is limited for the damages arisen in the Products and the costs of assessment of damages. Damages arisen in the Products have to be defined based on the purchase price of the Products.
6.2.2 Gold Standard Diagnostics’s liability – except causing damages wilfully is limited. The extent of limitation is – in absence of other disposals given in this Section 6.2 – the purchase price of the Products concerned. This limitation also concerns damages caused outside this GTCS or the individual contract between the parties (i.e. extracontractual damages).
6.2.3 Gold Standard Diagnostics is not responsible for damages caused by carriers, warehouses, loading personal, indirect forwarders or persons rendering other services used by the Gold Standard Diagnostics, except the case that Gold Standard Diagnostics has omitted professional care when selecting them.
6.2.4 Forwarder shall be liable for damages in the Products, only if:
- the consignment was carried by itself,
- it let the consignment sent in groupage service and damages sustained as a consequence hereof,
- the consignment gets lost or will be damaged while being in its possession.
6.2.5 If Gold Standard Diagnostics is liable as carrier (see Section 6.2.4 above), the general and liability- limiting rules of international agreements for the actual carrying method, resp. the legal regulations of domestic transport branch are to be applied. Should these legal regulations not dispose about liability’s limitation, forwarder shall be liable according to Sections 6.2.1-2 above.
6.2.6 If it cannot be established during the period of which carrying method the damage sustained, the extent of liability shall be the one from among the rules of carrying methods applied in the combined transport, which is the most favourable for the Gold Standard Diagnostics.
20.2.7 If the Principal is having its legal seat abroad, Gold Standard Diagnostics’ liability may not be higher than it would be limited for forwarders by regulations ruling in the country of the Principal.
7. Force majeure / contractual impediments
7.1 Gold Standard Diagnostics shall not be liable to pay any compensation in respect of any delays, errors, damage or other problems which are caused by events or circumstances which were unforeseeable by Gold Standard Diagnostics or which are beyond its control or which result from compliance with official orders, legislation or regulations. i.e. if any unforeseeable circumstances beyond the parties’ sphere of interest and control occur, for example: natural disasters, war, blockade, prohibition of exports and imports, strikes or any special circumstances (hereinafter: “force majeure”), which would hinder the complete or partial performance of the contractual obligations, the parties shall make their best efforts to find a solution which comes economically the closest to the performance of their contractual obligations.
If the parties cannot find such a solution within six (6) weeks from the occurrence of the force majeure, they shall be entitled to terminate the contract with immediate effect in writing. In this case the parties shall settle with the services performed until that date time-proportionately. In the case of force majeure, the parties shall not be entitled to enforce legal consequences applicable in the case of a breach of contract due to the failure of performance.
7.2 Where Gold Standard Diagnostics is affected by significant disadvantages (availability of materials to be used; amendment of legal framework provisions) as a result of performance interruptions or delay which are not the responsibility of Gold Standard Diagnostics, in particular difficulties in meeting deadlines, Gold Standard Diagnostics shall be entitled wholly or partially to rescind the contract in respect of the element not yet performed. Where the impediment lasts longer than six (6) weeks the contracting party shall be entitled, following the unsuccessful expiry of a reasonable additional time limit, to rescind the element of the contract not yet performed. Gold Standard Diagnostics undertakes in such case to inform the contracting party without delay of the interruption in performance or delay and shall, following the contracting party's rescission of the contract, compensate the contracting party without delay for the counter performance already rendered.
8. Confidentiality and processing of customer data
8.1 Gold Standard Diagnostics shall be entitled to store and process any personal or commercial data which it receives in any manner whatsoever from the contracting party in accordance with the applicable statutory provisions relating to data protection, irrespective of whether or not such data is provided directly by the contracting party or by a third party. Gold Standard Diagnostics shall be obliged to use its commercially reasonable endeavours to deal with such data confidentially in accordance with the law.
8.2 For the purpose of carrying out the commission Gold Standard Diagnostics shall process and use personal data – such as that concerning the contracting party’s institutions, contacts and/or persons responsible for the project. The contracting party is aware that for the purpose of securing the best possible services, including the use of existing expertise and know-how, not only personal data but also data about the commission, such as analysis questions and their results, may be passed on to the Gold Standard Diagnostics Group member companies or cooperation partners. The member companies of the group and the co-operation partners shall be bound by a corresponding confidentiality agreement which shall be made available upon request. The contracting party may object to this with Gold Standard Diagnostics in writing or by email at CustomerService.BUD@eu.goldstandarddiagnostics.com. Furthermore, Gold Standard Diagnostics shall process and use the data for the purpose of obtaining a further commission. The contracting party may object to this with Gold Standard Diagnostics. in writing or by email at CustomerService.BUD@eu.goldstandarddiagnostics.com.
8.3 By checking the ’I agree to the General Terms and Conditions of Sales’ checkbox upon online order placement and using webshop, the contracting party accepts Gold Standard Diagnostics (seat: Váci út 19, 1047 Budapest, Hungary) at www.goldstandarddiagnostics.com to provide the following personal data stored in its user database to OTP Mobile Ltd. (seat: 1093 Budapest, Közraktár utca 30-32.) as its data processor. Provided data are: family name, given name, country, phone number, e-mail address of the contracting party’s contact person. The purpose of data processing and transmission: customer support for users, confirming transactions and fraud-monitoring for users’ defence.
8.4 Should Gold Standard Diagnostics process (as processor) any personal data on behalf of the contracting party as necessary for carrying out the commission, following instructions from the contracting party resulting from concluded contract(s) and / or provided in writing in course of carrying out the commission, Gold Standard Diagnostics and contracting party shall, prior to any such processing takes place, enter into a respective data processing agreement compliant with applicable data protection laws binding in Hungary. In such cases the ordering party shall ensure that all personal data transmitted to Gold Standard Diagnostics is accurate, up to date and can be lawfully processed in course of carrying out the commission, and shall be fully liable for any acts and omissions in this regards.
9. Miscellaneous provisions
9.1 Gold Standard Diagnostics may use of subcontractors for delivering its services. Its services may be inclusive of mediated services. Mediated services are shown on the final invoice.
9.2 These GTCS shall be amended in writing from time to time by Gold Standard Diagnostics. In each case the version of these GTCS in force on the date of the acceptance of the offer shall be the version applicable to the resulting contract.
9.3 In the event that a court strikes down any provisions of these GTCS, limits them in their application or finds them to be invalid, unlawful or unenforceable, the remaining provisions shall remain valid to the fullest extent possible.
9.4 In the event that either Gold Standard Diagnostics or the contracting party refrains from asserting any rights which arise pursuant to these GTCS, this shall neither constitute a waiver of such rights nor shall it result in the forfeiture of such rights.
10. Governing law / Place of jurisdiction
10.1 Matters not regulated in individual contracts between the parties shall be governed by the present General Terms and Conditions of Sales. Gold Standard Diagnostics did not subject itself to any code of conduct.
10.2 Unless otherwise provided in the GTCS or otherwise agreed in writing between the parties, the individual contract between Gold Standard Diagnostics and the contracting party is governed by, and shall be construed in accordance with Hungarian law regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The ordinary courts of Hungary shall have exclusive jurisdiction to settle any dispute, which may arise out of, or in connection with, the GTCS and/or the individual contract and that accordingly any proceeding, suit or legal action arising out of, or in connection with, the GTCS and/or the contract may be brought in such courts.
If the parties separately agree to arbitration, it will be conducted in accordance with the rules of the Arbitration Court of Hungarian Commercial and Industrial Chamber in Budapest.
Contact: Gold Standard Diagnostics Budapest Kft.
Fóti út 56. 1047 Budapest, Hungary
Effective date / version: 06.10.2021
Above General Terms and Conditions of Sales applies to contracts concluded between Gold Standard Diagnostics Budapest Kft. and its contracting parties.