GENERAL TERMS AND CONDITIONS (GTC)

NCT Industrial Electronics Plc. – Service and Spare Parts Supply

1. General Provisions and Scope

1.1. These General Terms and Conditions (hereinafter: “GTC”) govern all installation, maintenance and repair services, as well as spare parts supply, provided by NCT Industrial Electronics Plc. (hereinafter: the “Contractor”).

1.2. These GTC shall apply exclusively to Customers who do not qualify as consumers. Any differing terms and conditions of the Customer shall only become part of the contract if expressly confirmed in writing by the Contractor.

1.3. The contract shall be concluded upon the Contractor’s written confirmation.

2. Customer’s Duty of Cooperation

2.1. The Customer shall, at its own expense, ensure the technical conditions necessary for the performance of the services: auxiliary personnel, lifting equipment, compressed air, electrical power supply, water, and lighting.

2.2. The Customer shall be responsible for workplace safety, occupational safety training, and compliance with hygiene requirements.

2.3. Equipment submitted for repair must be handed over to the Contractor in a cleaned condition.

3. Fees and Payment Terms

3.1. Services shall be charged in accordance with the Contractor’s Price and Service List in force at the time. All indicated prices are net prices and exclude VAT.

3.2. The Contractor shall be entitled to invoice 90% of the estimated service fee upon order placement or at the commencement of work.

3.3. Invoices shall be payable within 8 days from receipt, without deduction.

3.4. In the event of late payment, the Contractor shall be entitled to statutory default interest and a flat-rate recovery cost compensation in accordance with the Hungarian Civil Code. In case of payment delay, the Contractor shall be entitled to suspend ongoing work.

4. Travel and On-Site Service Costs

4.1. Travel time and waiting time (unless attributable to the Contractor) shall be charged as working time.

4.2. The call-out fee includes fuel costs and vehicle depreciation. Accommodation and other incurred costs shall be re-invoiced based on supporting documentation.

5. Repairs That Cannot Be Performed

5.1. If a repair cannot be performed for reasons not attributable to the Contractor (e.g., the fault cannot be reproduced, spare parts are no longer available, or the Customer interrupts the process), the Customer shall be obliged to pay the costs incurred for diagnostics and on-site service.

5.2. Restoration of the equipment to its original condition shall only be carried out upon special request and against reimbursement of costs.

6. Deadlines and Acceptance

6.1. Repair deadlines are indicative only, unless the parties have agreed upon a fixed deadline in writing.

6.2. The service shall be deemed completed when the equipment is in operational condition or when the Customer has put it into operation.

6.3. If the Customer does not take over the completed work within 14 days following notification of completion, acceptance shall be deemed to have occurred.

7. Warranty and Guarantee

7.1. The Contractor provides a warranty period of 6 months for performed service work and 12 months for newly installed spare parts.

7.2. Warranty claims shall not apply if the defect results from normal wear and tear, improper handling, lack of maintenance, or external impact.

7.3. Spare parts replaced during the repair process shall become the property of the Contractor, unless otherwise agreed by the parties.

8. Spare Parts Supply Terms

8.1. In the case of spare parts orders, the risk of loss shall pass to the Customer upon release of the product from the Contractor’s warehouse (Incoterms: EXW).

8.2. Compliance with delivery deadlines by the Contractor is conditional upon the Customer fulfilling all technical and administrative obligations.

8.3. In the case of software delivery, the Customer shall receive a non-exclusive right of use; the source code does not form part of the performance.

9. Limitation of Liability

9.1. The Contractor’s liability for damages shall be limited to damages caused intentionally or by gross negligence, as well as damages to life, physical integrity, or health.

9.2. The Contractor shall not be liable for indirect or consequential damages (e.g., loss of profit, production downtime). Liability shall in any case be limited to the value of the contract.

9.3. The Customer’s claims for damages shall lapse after 12 months.

10. Governing Law and Jurisdiction

10.1. The legal relationship between the parties shall be governed by Hungarian law.

10.2. In the event of disputes, the parties submit to the exclusive jurisdiction of the court competent according to the Contractor’s registered seat.

10.3. Matters not regulated in these GTC shall be governed by the provisions of the Hungarian Civil Code.