Hungary-Meat Kft. - General Terms and ConditionsFor Transport and Freight Forwarding Relationships

I. General Information:

General details of Hungary-Meat Kft. and the availability of the General Terms and Conditions:

Hungary-Meat Food Industry Production Service and Trade Limited Liability Company (hereinafter referred to as "Hungary-Meat Kft.") uses freight forwarding and – whether road, air, water, or combined with forwarding – transport services. The current provisions of these General Terms and Conditions (hereinafter referred to as "GTC") apply to and are mandatory for the legal relationships between Hungary-Meat Kft. and the other party/parties (hereinafter referred to as the "Contractor") involved in any of the above-mentioned legal relationships. The GTC's up-to-date provisions can be found on the Hungary-Meat Kft. website at https://hungarymeat.hu/hu/Kezdolap.html.

II.  Definitions:

For the purposes of interpreting and applying these General Terms and Conditions (GTC), the following terms shall have the meanings as defined below:

Carrier:
Any Hungarian or foreign economic entity, unincorporated business entity, sole proprietor, private individual, etc., that transports goods or products (hereinafter referred to as the "Goods or Shipment") sold or to be sold by Hungary-Meat Kft., using transport equipment under a transport contract for a fee, from the sender to the recipient, and delivers the Goods to the recipient at the designated destination.The term "Carrier" also includes the Carrier's subcontractor(s) and, where applicable, all carriers involved in a chain of transport subcontractors established for such purposes. Additionally, in the case of a freight forwarding legal relationship, the term "Carrier" extends to all carriers and their subcontractors engaged by the Freight Forwarder appointed by Hungary-Meat Kft. (hereinafter referred to individually or collectively as the "Carrier").

Freight Forwarder:
Any Hungarian or foreign economic entity, unincorporated business entity, sole proprietor, private individual, etc., that enters into transport and/or related agreements for the forwarding of Goods in its own name but on behalf of Hungary-Meat Kft., or makes declarations related to such agreements. The Freight Forwarder also procures transport and/or other services necessary for the forwarding of Goods in its own name but for the benefit of Hungary-Meat Kft. Within this framework, the Freight Forwarder undertakes to organize the forwarding of Goods in a manner that aligns with the interests of Hungary-Meat Kft., ensuring that the transport is carried out using transport equipment operated by the Carrier or its subcontractor(s), rather than equipment owned, rented, or leased by the Freight Forwarder itself.

Agent:
Depending on whether a transportation or forwarding agreement is established, on the one hand, Hungary-Meat Kft., and on the other hand, the Carrier or the Freight Forwarder (hereinafter referred to collectively as the "Parties") between the Carrier or the Freight Forwarder."Let me know if you'd like to adjust any specific terms.

Addressee:
Any Hungarian or foreign legal or natural persons, legal entities without legal personality, economic entities, etc., to whom Hungary-Meat Kft. sells the Goods, as well as those to whom the Goods, which have been taken over or undertaken to be taken over for forwarding/transportation by the respective Agent, are to be delivered by the respective Agent." Feel free to ask for any further refinements!

Service:
The transportation or forwarding service ordered by Hungary-Meat Kft. and provided by the Agent to Hungary-Meat Kft."Let me know if you'd like any adjustments!

Transportation Duration:
The total duration for the completion of the Service, which begins from the acceptance of the Goods by the Agent – or in the case of forwarding, by the Carrier selected or designated by the Agent – and ends with the delivery to the Addressee. This includes the time required for storage, warehousing, transshipment, etc., during which the Goods may need to be stored, handled, or processed, within the duration between the acceptance of the Goods by the Agent – or in the case of forwarding, by the Carrier selected or designated by the Agent – and the delivery to the Addressee."Let me know if you'd like any further adjustments!

Transport Vehicle: Road vehicle, ship, aircraft, etc.

Contract: A specific transport or forwarding agreement has been concluded between Hungary-Meat Kft. and the respective Contractor – either by accepting the given order according to these General Terms and Conditions (GTC), or by a separate document – which establishes a transport or forwarding legal relationship, to which these GTC also apply in such a way that the provisions of these GTC become part of the contract as specified therein.

Force Majeure: Any unforeseen, unavoidable event whose occurrence is not attributable to Hungary-Meat Kft. or the respective Contractor, and which is independent of the influence, intention, and/or actions of the parties, being a situation outside of the Parties' control, such as, but not limited to: war, civil war, revolution, military special operation, state-approved confiscation, requisition, and beyond that, natural disasters, fire, flood, earthquake, and widespread animal health epidemics, particularly, but not exclusively: African swine fever, which affects several countries or any country involved in the transport, especially those considered significant markets for Hungary-Meat Kft. (either destination or transit countries), imposing a ban on the importation of meat; or a widespread strike or other insurmountable external cause, or an emergency that fundamentally prevents or clearly makes it impossible for the Contractor to fulfill the contract.

III.  APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS:

1. If a contract is concluded between Hungary-Meat Kft. and the Contractor regarding the Service – governing the appropriate transport/forwarding relationship – the provisions of the respective contract shall primarily apply to the transport/forwarding legal relationship thus established. In matters not regulated by the contract, the provisions of these General Terms and Conditions shall apply, as the provisions of these GTC become part of the specific contract as specified therein. In matters not regulated in the GTC, for domestic transport/forwarding relations, the provisions of Act V of 2013 on the Civil Code (hereinafter referred to as: "Civil Code") related to transport and forwarding contracts shall apply. In the case of international transport, if the contract qualifies as an international freight or forwarding contract, the provisions of the Geneva Convention on the "International Road Transport Contract" of May 19, 1956, promulgated by Decree No. 3/1971 (hereinafter referred to as: "CMR Convention") shall apply.

2. If any provision in the Contract differs from the provisions stated in the GTC, the provision in the Contract shall prevail and apply in relation to the Contract.

3. The provisions of these General Terms and Conditions shall apply to Contracts concluded after the publication date of these GTC on the website in relation to the Contracts between the Parties.

4. In relation to the Contracts between Hungary-Meat Kft. and the Contractor, the provisions of these General Terms and Conditions also become part of the respective Contracts, considering that the orders and inquiries sent by Hungary-Meat Kft. to the Contractor – whether via email or other written means – as well as the written Contracts concluded based on them, stipulate the mandatory application of these GTC and clearly specify their availability.

5. These General Terms and Conditions are accessible to all third parties on the website of Hungary-Meat Kft., as defined in these GTC. However, if for any reason the GTC is not available on the website of Hungary-Meat Kft. as specified in these GTC, Hungary-Meat Kft. will send it separately to the Contractor who submits a request, in writing – including via email – upon the Contractor's request.

6. If, following the receipt of an inquiry/offer request sent by Hungary-Meat Kft., the Contractor does not object in writing – including via email – clearly and unequivocally to any provision of these General Terms and Conditions within 24 (twenty-four) hours (i.e., before the conclusion of the respective Contract), or does not specify which specific condition of the GTC is not accepted, this will be considered as full acceptance of these GTC by the Contractor, in accordance with Section 6:78 (3) of the Civil Code. As a result, the Contractor cannot make any claims or demands against Hungary-Meat Kft. regarding these provisions, and cannot later argue that the provisions of the GTC were not fully accepted by the Contractor, nor can they claim that the provisions of these GTC do not form part of the legal relationship(s) between Hungary-Meat Kft. and the respective Contractor.

7. Relationship/Applicability of GTCs to Each Other:

7.1. If Hungary-Meat Kft. confirms its order with reference to these General Terms and Conditions, and the other party confirms it with its own general terms and conditions, and the general terms and conditions do not conflict with each other, then the general terms and conditions of both parties will become part of the Contract.

7.2. If a provision in the General Terms and Conditions applied by Hungary-Meat Kft. and a provision in the other party’s own general terms and conditions differ on a non-essential matter, the Contract will be concluded, and the non-conflicting general terms and conditions will become part of the Contract.

7.3. If Hungary-Meat Kft. submits an order with reference to these General Terms and Conditions, and the other party accepts it with reference to its own general terms and conditions, but there is a difference on an essential matter between the GTCs of Hungary-Meat Kft. and the general terms and conditions referred to by the other party in the order confirmation, the Contract will not be concluded in this form. If the Contract is not concluded in this form, the Parties may agree not to apply either party’s GTCs to the Contract they are entering into.

7.4. If the Contractor indicates within the deadline specified in point 6 above which provisions of these General Terms and Conditions they do not accept, the Contractor must, without delay and no later than 24 (twenty-four) hours, initiate negotiations with Hungary-Meat Kft. regarding the specified conditions. Any agreements resulting from these negotiations must be documented in writing by the Parties. If the Contractor fails to initiate negotiations with Hungary-Meat Kft. within the deadline mentioned above, they cannot later claim that they do not wish to accept the specified conditions regarding these GTC. Accordingly, the consequences outlined above will be applied and are binding for the Contractor in relation to the respective Contract. If the negotiations between the Contractor and Hungary-Meat Kft. do not lead to a result within 2 (two) working days from their initiation, the respective legal relationship or Contract will not be concluded between the Parties.

IV. CONCLUSION OF CONTRACTS, MODIFICATION OF CONTRACTS DURING PERFORMANCE, ORDERS, MODIFICATIONS OF CONTRACTS, STATEMENTS RELATING TO PERFORMANCE, SIGNING, AND COMMUNICATION BETWEEN THE PARTIES:

9. Conclusion of Contract in a Separate Document:

If Hungary-Meat Kft. and the Contractor conclude a written Contract in a separate document regarding the Service, the Contract is considered concluded between the Parties when both parties, i.e., both Hungary-Meat Kft. and the Contractor, sign the separate document. The Contract concluded in a separate document will also be considered concluded if the representatives of both parties (both Hungary-Meat Kft. and the Contractor) sign one copy of the document and send the signed document by email in scanned form to the other party’s designated contact email address. In this case, the Contract is considered concluded on the day the later-signing party sends the signed document via email to the other party.

10. Conclusion of Contract Without Signing a Separate Document:
If Hungary-Meat Kft. and the Contractor do not conclude a written Contract in a separate document regarding the Service, the Contract – i.e., the specific transportation or forwarding legal relationship – between Hungary-Meat Kft. and the Contractor will be concluded according to the following sub-points:

10.1. Contracting Protocol:
A) Sending of a specific order and provisions related to the Contract created based on it:

10.1.1. Hungary-Meat Kft. sends a written specific order to the Contractor based on the price list/offer previously provided by the Contractor. The specific order must always include at least the following: 
a.) Type of Goods to be delivered (fresh or frozen);
b.) Delivery temperature requirements during transport;
c.) For Services aimed at foreign countries, the place of dispatch and delivery as per point 3 of the CMR;
d.) Freight/Forwarding fee amount;
e.) The exact deadline for dispatch and delivery of the Shipment, with the condition that in the case of international transport or forwarding, the deadline must be given according to local time;
f.) Any specific requirements or other significant conditions relating to the Shipment and/or execution of the transport task.

10.1.2. The Contractor must confirm the specific order in writing, not verbally, within 24 (twenty-four) hours of receiving the specific order. If, within 24 (twenty-four) hours, the Contractor sends a written confirmation to Hungary-Meat Kft. accepting the content of the specific order, the Contract is concluded on the day of acceptance of the specific order. If the Contractor does not confirm the specific order within 24 (twenty-four) hours, the Contract will automatically be concluded between the parties with the content of the specific order once the 24 (twenty-four) hour period expires. If the Contractor sends a confirmation with content differing from the specific order within 24 (twenty-four) hours, or rejects the specific order, the Contract will not be concluded between the parties. In this case, the contracting process may be restarted.

B.) Hungary-Meat Kft.'s authority regarding the confirmation of the individual order by the appointed contractor: 10.1.3. If Hungary-Meat Kft. decides, at its own discretion, to grant the appointed contractor a longer period for accepting the individual order than the 24-hour period mentioned in the previous subpoints of point A.), Hungary-Meat Kft. will notify the appointed contractor of this circumstance, specifying the exact extended period.

11. Provisions regarding the modification of contracts following the commencement of performance, based on Hungary-Meat Kft.'s requests:

If the Contractor has already commenced the provision of the Service under the legal relationship established as described above, and Hungary-Meat Kft. wishes to modify the given order—i.e., the established contractual relationship—thereafter, Hungary-Meat Kft.'s contact person must immediately attempt to consult with the Contractor's contact person. The Contractor's contact person is required to confirm acceptance or rejection of the modification electronically within a maximum of 12 hours after Hungary-Meat Kft.'s request.If the Contractor confirms the modification as described above, or if the Contractor does not explicitly reject the modification within the specified period, the legal relationship between the Parties will be modified accordingly, as intended by Hungary-Meat Kft. The Contractor is only entitled to reject the modification if it can be credibly proven that the modification imposes more than 50% additional obligations on the Contractor compared to the original terms of the legal relationship.

12. Provisions regarding signature, declarations, and contact from Hungary-Meat Kft.:
Contracts formalized in separate documents and their amendments may only be signed on behalf of Hungary-Meat Kft. by the company’s current managing director(s) authorized for corporate representation. However, tasks related to requesting quotations, placing orders, accepting offers, maintaining communication with Contractors, and overseeing contract performance may also be conducted by an employee expressly authorized for such actions by the managing director.This authorization may be granted verbally and/or in writing and enables the designated employee to make declarations—either verbally or in writing (e.g., by letter, email, or fax)—on behalf of Hungary-Meat Kft. concerning these matters.

V. PROVISIONS REGARDING CONTRACT PERFORMANCE AND WITHDRAWAL:

13. Deployment of the Transport Vehicle:
13.1. The Contractor is obligated to provide or ensure the provision of a type and condition of transport vehicle suitable for performing the Service (in the case of forwarding services, the Contractor must preliminarily examine the vehicle based on this criterion when selecting the carrier). The vehicle must be capable of safely and contractually transporting/delivering the Shipment specified in the Contract contained in the aforementioned separate document and/or the specific order to the destination indicated in the Contract, within the agreed timeframe.The selection/assignment of the transport vehicle falls under the Contractor's scope of responsibility. In this regard, the Contractor shall not be exempt from the adverse legal consequences of a breach of contract, even in the event of the transport vehicle being unsuitable for the performance of the Service.

13.1. Notwithstanding the Contractor's obligations outlined in the above section, if the transport vehicle provided for loading is deemed unsuitable by Hungary-Meat Kft., this may be communicated to the Contractor verbally or in writing, along with the reasons for such determination. In this case, unless otherwise agreed in writing, the Contractor is obliged to arrange or ensure the provision of a replacement transport vehicle that meets the requirements of Hungary-Meat Kft. All additional costs and verified damages resulting from this shall be borne exclusively by the Contractor.

14. Acceptance of the Shipment for Transportation:

14.1. When loading and placing the Shipment onto the transport vehicle, the Carrier shall receive the appropriate shipping documentation from Hungary-Meat Kft. (specifically, but not limited to: the CMR/consignment note).

14.1.1. If the Carrier has received the appropriate shipping documentation and confirms the receipt by signing the CMR/consignment note, the receipt shall be considered as confirmation that the entire Shipment, which has been loaded and placed on the transport vehicle, has been found in proper condition within the Carrier's inspection scope. From this point forward, the Contractor shall be responsible for any resulting damage, including potential damage to the Shipment and/or the Transportation Vehicle.

14.1.2. For the sake of clarification, it should be noted that in the case of forwarding services, the Contractor, as the appointed Forwarder, is responsible to Hungary-Meat Kft. for the actions of the Carrier appointed by the Forwarder as described above.

14.1.3. The Carrier (and the driver present during loading) is only authorized to enter the Hungary-Meat Kft. premises for the purpose of loading the Shipment if they possess a valid health booklet, wear white work clothing, a hairnet, gloves, shoe covers, and hold a valid tuberculosis screening certificate.

14.2. The Contractor is responsible for complying with all applicable laws regarding transport vehicles that exceed the specified total weight, axle load, axle group load, and size during the performance of the Service. Therefore, if the Contractor or, in the case of forwarding services, the Carrier chosen or appointed by the Contractor performs the Service with a load exceeding the permissible weight, the Contractor shall be held liable for any resulting consequences, fines, and penalties.

14.3. The Carrier's inspection obligation upon receipt of the Shipment – including during loading and placement – extends to ensuring the safe placement of pallets and checking the axle weight.

14.4. Upon receipt of the Shipment, the Forwarder is obligated to ensure that the Carrier it has appointed performs all inspection activities, information duties, and obligation to make suggestions as outlined in the previous section. In the event of failure to fulfill the requirements specified in the previous and current sections, the Contractor shall be responsible for any related damage and costs in relation to Hungary-Meat Kft.

14.5. At the location for loading the Shipment, during the proper placement and loading of the Shipment, Hungary-Meat Kft. shall simultaneously provide the Carrier with all necessary documents for the transportation of the Shipment to its destination. If it is evident that the information or the documents provided for the transportation of the Shipment are insufficient for completing the delivery, the Carrier is obliged to notify Hungary-Meat Kft. in writing at the time of receipt and request the necessary information or documentation. In the event of failure to do so, the Carrier shall be responsible for all related costs and damages. The Forwarder, upon receipt of the Shipment, is obligated to ensure that the Carrier it has appointed also properly fulfills the actions mentioned in the previous sentence. In case of non-compliance, the Forwarder shall be liable for all related costs and damages to Hungary-Meat Kft.

15. Execution of Transportation (regardless of whether a transport or forwarding relationship has been established between the parties):

15.1. In the absence of special provisions, the Contractor is obligated to do everything expected from the Carrier/Forwarder to ensure the safe transport of the Shipment throughout the entire transportation period. Measures generally expected from the Carrier/Forwarder include, but are not limited to: (1) maintaining the transport vehicle in proper technical condition,
(2) ensuring the transport vehicle is suitable for the transportation of the Goods,
(3) ensuring the vehicle is properly equipped,
(4) ensuring the containers required for transporting the Goods are in good technical condition,
(5) maintaining the prescribed transportation temperature,
(6) maintaining the necessary interim warehouse temperature in case of transporting the Goods in multiple shipments,
(7) ensuring the integrity of seals already placed by Hungary-Meat Kft. on the transport vehicle,
(8) protecting the vehicle with other safety devices,
(9) ensuring the proper guarding of the Goods,
(10) ensuring their correct placement,
(11) ensuring their proper storage and handling throughout the entire transportation period.

15.2. In the event of any transportation obstacle that prevents the timely execution of the Service, the Contractor is obliged to immediately notify Hungary-Meat Kft. in writing, in an appropriate manner and with the necessary details, and request instructions. If the obstacle arises due to a reason falling within the control or other area of interest of the Carrier or, in the case of forwarding services, the Carrier appointed by the Forwarder, the Contractor shall be responsible for reimbursing any additional costs arising from the transportation obstacle.

15.3. Hungary-Meat Kft. has the right, but is not obliged, to continuously monitor the Contractor's performance, or in the case of a forwarding relationship, the performance of the Carrier appointed by the Forwarder. Accordingly, Hungary-Meat Kft. may check the professional suitability and qualifications of the driver of the transport vehicle used for forwarding the Shipment, including by requesting documentation, and may raise objections regarding the driver if necessary. In such cases, the Contractor is responsible for promptly investigating and, if necessary, addressing Hungary-Meat Kft.'s objections. Failure to comply with the provisions of this section shall make the Contractor liable for any related damages and costs towards Hungary-Meat Kft.

16. Delivery of the Shipment: The Consignee is required to inspect the Shipment upon arrival, and if any shortage or damage is detected, the Consignee must make a detailed reservation on the consignment note and, if necessary, prepare a damage report. All documents supporting the damage (e.g., photographs) must be attached to the damage report. The damage report is valid when signed by the driver/representative of the transport vehicle performing the delivery, who may also provide comments. The detailed reservation on the consignment note and the damage report must be sent by the Consignee to both Hungary-Meat Kft. and the Contractor within 24 (twenty-four) hours of the delivery for damage assessment and any further actions. The Carrier, or in the case of forwarding services, the Carrier appointed by the Forwarder, must assist with the provisions outlined in this section. Failure to comply with the above will result in the Contractor being liable for any related damages and costs to Hungary-Meat Kft., regardless of whether a transport or forwarding contract has been established between the parties.

17. Refusal of Shipment Acceptance:

17.1. If the Consignee refuses to accept the Shipment, the Contractor is obliged to immediately request instructions from Hungary-Meat Kft. and, following these instructions, is required to deliver the Shipment to the location and within the time frame specified by Hungary-Meat Kft. The costs of any alternate delivery as specified in these instructions will be borne by the Contractor if the Consignee refuses to accept the Shipment due to actions attributable to the Contractor or, in the case of forwarding services, the Carrier appointed by the Forwarder. If the Contractor fails to comply with the delivery obligations for the Shipment as outlined in this section and Hungary-Meat Kft.'s instructions, or if the Contractor refuses Hungary-Meat Kft.'s instruction for alternative delivery of the Shipment, the Contractor will be fully liable for any damages caused to Hungary-Meat Kft. as a result of refusing the instruction.

18. Withdrawal from the Contract:

18.1. Hungary-Meat Kft. may withdraw from the respective Contract or cancel the already confirmed transport in the applicable Contract, without providing a reason, at any time before the commencement of the Service, without any additional compensation.

18.2. The Contractor is not entitled to withdraw from the Contract.

18.3. If, contrary to the above prohibition, the Contractor withdraws or cancels the transport before the commencement of the Service, the Contractor is obligated to compensate Hungary-Meat Kft. for the full resulting damages. Additionally, the Contractor must pay a penalty amounting to 20% of the purchase price of the goods (the price valid at the time of the Contract's conclusion, based on Hungary-Meat Kft.'s sales to third parties) as a contractual penalty to Hungary-Meat Kft.

VI. Right to Give Instructions, Right of Disposal, Obligation to Provide Security:

19. Hungary-Meat Kft. is entitled to give instructions to the Contractor based on the concluded Contract(s). According to this right of instruction, the Contractor is obliged to act in accordance with the instructions of Hungary-Meat Kft. during the performance of the service.

20. Hungary-Meat Kft. has the right of disposal over the Shipment until it is delivered to the Consignee or until the Consignee takes possession of the Shipment. In accordance with this right of disposal, Hungary-Meat Kft. may intercept the Shipment in transit, redirect it, or designate a different Consignee or a new destination. If the Contractor is unable to fulfill or arrange the delivery to the new destination due to reasons attributable to them, the Contractor is obligated to reimburse Hungary-Meat Kft. for all verified costs and damages, and at a minimum, pay a penalty to Hungary-Meat Kft. equivalent to 20% of the market price (as of the date of the individual Contract) of the Shipment that was agreed upon for transportation. This penalty applies, regardless of the sale to third parties by Hungary-Meat Kft.

21. The Contractor may only condition the fulfillment of the instructions/requests made by Hungary-Meat Kft. after the commencement of service performance on providing adequate security if it significantly burdens the performance of the Service, and the Contractor must promptly and credibly prove this lawful reason for refusal in writing to Hungary-Meat Kft. Hungary-Meat Kft. has the right to reject the Contractor's request for providing security if, based on commercial reasonableness — with particular regard to Hungary-Meat Kft.'s financial situation — the provision of such security is not justified.

22. In the case of a forwarding agreement, the Forwarder is obliged to act in accordance with the right of instruction and disposal granted to Hungary-Meat Kft., and must pass on these instructions to the Carrier it has appointed.

VII. Prescription (Statute of Limitations):

23. Claims arising from the Contracts shall expire within one year, except for damages caused intentionally or through gross negligence.

24. In the case of domestic transportation, the provisions regarding the starting point of the limitation period are contained in Section 6:270 of the Civil Code, while in the case of international transportation, the provisions regarding the limitation and the starting point of the limitation period are governed by Article 32 of the CMR Convention.

25. Hungary-Meat Kft. expressly excludes the application of a shorter limitation period than the one mentioned above.

VIII. Assignment, Set-off, Assumption of Debt

26. Hungary-Meat Kft. may freely assign its claim against the Contractor without the prior consent of the Contractor. Upon assignment, the assignee steps into the position of Hungary-Meat Kft.

27. The Contractor may assign its claim against Hungary-Meat Kft. only with the express prior written consent of Hungary-Meat Kft. In the absence of such consent, the assignment of the claim against Hungary-Meat Kft. shall be considered invalid.

28. Hungary-Meat Kft. excludes the possibility for the given Contractor to offset any claim against Hungary-Meat Kft. with any claim it may have against Hungary-Meat Kft. under any legal title.

29.  Hungary-Meat Kft. hereby reserves the right to offset any claim it has against the given Contractor with any claim the Contractor has against it.

30. The Contractor's obligations arising from the transportation/shipping contract with Hungary-Meat Kft. may only be assumed by a third party with the prior and express written consent of Hungary-Meat Kft.

IX. TERMINATION OF THE CONTRACT BETWEEN THE PARTIES:

31.  The cases of termination of the given contract shall be governed by the provisions of the Civil Code and other relevant laws.

X. OBLIGATION OF COOPERATION BETWEEN THE PARTIES, SCOPE OF RESPONSIBILITY:

32. The Contractor undertakes the following obligations to be fulfilled by itself, or in the case of a transportation contract, by the Carrier it has appointed, within the scope of its cooperation obligation:

32.1. The Contractor is obliged to immediately and in writing draw the attention of Hungary-Meat Kft. to the fact that the loading of the Consignment onto the Transport Vehicle or the placement of pallets on the Transport Vehicle requires a procedure different from the usual. If the Contractor (or the driver acting on its behalf) gives improper instructions during loading, and damage to the Consignment occurs as a result of such improper instructions, the Contractor shall be fully liable for the damage.

32.2. The Contractor is obligated to take all measures and make all declarations necessary for Hungary-Meat Kft. to properly fulfill its obligations arising from the transportation contract(s) it has entered into. From the moment the Consignment is accepted by the Carrier or the Carrier appointed by the Freight Forwarder, until the Consignment is delivered to the Recipient – regardless of whether a transport or forwarding relationship has been established between Hungary-Meat Kft. and the Contractor – the Contractor shall be fully responsible and liable for any loss, shortage, damage, or delivery delay that occurs with the Consignment towards Hungary-Meat Kft.

33. The Freight Forwarder is not entitled to limit or exclude its liability towards Hungary-Meat Kft. based on the fact that, in selecting the Carrier and providing instructions that also serve the interests of Hungary-Meat Kft., it acted as would be expected in the given situation.

34. Considering that the Goods to be sold or already sold by Hungary-Meat Kft. to third parties, and which the given Contractor has undertaken to transport or forward, require temperature-controlled transportation, the Carrier or the Carrier commissioned by the Freight Forwarder must ensure that:
- the temperature regulator of the transport container operates properly and has been set correctly for the entire duration of the transport, and
- the Goods are stored, handled, and warehoused appropriately throughout the entire transport period.

35. The Freight Forwarder undertakes the obligation to ensure that the obligations outlined in point 34 above are adhered to by the Carrier commissioned by them.

36. If the Parties have agreed on the specific day for the departure of the Goods or the arrival at the given location, the respective Contractor assumes full responsibility and obligation to ensure that the Goods taken for transport/forwarding depart on the agreed day and/or arrive at the final destination to the Recipient on the specified day.

37. If the Contractor is the addressee of any obligation set forth in Sections 32-36 of these General Terms and Conditions and breaches any contractual obligation stated in these sections and their corresponding subsections, the Contractor involved in the respective legal relationship is required to pay Hungary-Meat Kft. its fully documented costs and damages, but at a minimum, a penalty amounting to 20% of the market price of the Goods/Products at the time of the Contract's conclusion (i.e., the price at which Hungary-Meat Kft. sold or is selling to third parties) for transport/forwarding obligations.

38. Hungary-Meat Kft. pays the freight charge, as well as any fee to be paid to the Contractor under any contract regulated by these General Terms and Conditions, within 60-120 days.

39. The Contractor shall not be held responsible for any loss, damage, or delay in the goods taken over or agreed to be taken over only in the following cases: - In cases where the defect or deficiency in the packaging of the goods is credibly proven to be due to the activities of Hungary-Meat Kft., and the Contractor specifically and credibly pointed out this defect or deficiency to Hungary-Meat Kft., but despite this, Hungary-Meat Kft. failed to adequately address the mentioned defect or deficiency.

XI. FORCE MAJEURE:

40. The Parties stipulate that in the event of a Force Majeure event, Hungary-Meat Kft. and the respective Principal are obliged to follow the procedure outlined below:

41. If a Force Majeure event prevents the respective Principal – or in the case of a shipping contract, any of its collaborators (especially its carrier) – from performing the contractual obligations within the agreed timeframe, the Principal must immediately, but no later than 24 (twenty-four) hours after the occurrence of the Force Majeure event or its publication in an official notice/communication, inform Hungary-Meat Kft. in writing of the circumstances and the expected duration of these circumstances. Simultaneously with this notification, the Principal must request new instructions from Hungary-Meat Kft., which it must comply with. Furthermore, following the issuance of such instructions, the Principal must provide Hungary-Meat Kft. with an estimate of the additional costs arising from the Force Majeure event and the performance of the new instructions.

42. If Hungary-Meat Kft. explicitly accepts in writing the existence of the specific Force Majeure circumstances reported by the respective Principal and/or the reimbursement of the additional costs estimated by the Principal compared to the original freight/shipping fee, which have been accepted by Hungary-Meat Kft., then the performance deadline specified in the relevant contract affected by the Force Majeure event will be extended by the duration of the Force Majeure event as accepted by Hungary-Meat Kft. Additionally, the freight/shipping fee, as set out in the contract between the Parties for the specific contract affected by the Force Majeure, will be modified in accordance with the specific portion of the estimated additional costs accepted in writing by Hungary-Meat Kft.

43. If Hungary-Meat Kft. does not wish to accept the extension of the performance deadline stated in the Principal’s notification of the Force Majeure event, it is entitled to initiate negotiations with the Principal within 2 (two) days, either verbally (including by phone, Skype, or in person) or in writing (including via email) regarding other necessary modifications to the contract. Based on the contract modification, the Principal, if requested by Hungary-Meat Kft., is obliged to return the Shipment to Hungary-Meat Kft., and in such case of return, the Principal may not request a higher freight/shipping fee or any additional costs from Hungary-Meat Kft. than those specified in the contract between the Parties.

44. If the aforementioned negotiations do not lead to a result within an additional 2 (two) working days, both Hungary-Meat Kft. and the Principal have the right to terminate the individual contractual relationship with immediate effect. In such a case, the Principal is not entitled to claim any shipping/freight charges.

45. If the Principal fails to fulfill the notification and information obligation regarding the Force Majeure event within the deadlines specified in the above points, or if the Principal is unable to perform the Contract within the modified deadline due to the mentioned Force Majeure, Hungary-Meat Kft. is entitled to terminate the Contract. In the case of termination of the Contract by Hungary-Meat Kft. as outlined in this section, the Principal is obliged to fully compensate Hungary-Meat Kft. for all documented damages, losses, and costs incurred up to the date of the termination notice to the Principal, and in case of any future incurred costs, to pay at least a penalty equivalent to 20% of the market price – i.e., the sales price by Hungary-Meat Kft. to third parties – of the Goods involved in the Service Contract at the time of its signing.

XII. RESTRICTIONS ON THE APPLICATION OF PLEDGE, INSURANCE:

46. In the absence of a specific written agreement/contractual provision to the contrary between the Parties, the given Contractor is not entitled to a pledge over the Goods of Hungary-Meat Kft. that are in the possession of the Contractor or, in the case of a transport contract, the relevant Carrier, based on the transport/shipping agreement. If the Contractor breaches this obligation, meaning it holds the Goods in its possession without legal grounds or unlawfully exercises the excluded pledge right through this provision, and as a result causes any damage to Hungary-Meat Kft., the Contractor is obligated to pay Hungary-Meat Kft. the full amount of the damage caused. Furthermore, the Contractor must pay Hungary-Meat Kft. a penalty amounting to 20% of the market value of the Goods to be transported, which is based on the price at the time of the contract's conclusion, i.e., the sales price that Hungary-Meat Kft. charged to third parties for the Goods.

47. In the absence of a contrary written agreement between the Parties, the given Contractor is obligated to take out appropriate insurance for the Goods that it has agreed to transport or handle. If the Contractor fails to fulfill this obligation, it is required to reimburse Hungary-Meat Kft. for all damages and lost profits arising from this omission and incurred by Hungary-Meat Kft. as a result.

XIII. MISCELLANEOUS PROVISIONS:

48. In the absence of a different written individual agreement between the Parties, Hungarian law shall govern and be applicable to disputes arising from the Contracts or in connection with the Services or related issues.

49. Completeness Clause: This General Terms and Conditions (GTC) contains the full agreement between Hungary-Meat Kft. and the Contractor regarding all legal transactions regulated herein, and supersedes any prior customs or practices established between the Parties with respect to such legal transactions.

50. The Parties shall at all times endeavor to resolve any disputes arising from the Services amicably and out of court. If their negotiations do not lead to a resolution, they agree to submit their legal disputes to the exclusive jurisdiction of Hungarian courts and, depending on the value or competence of the case, to the exclusive competence of the district court or tribunal corresponding to the registered office of Hungary-Meat Kft.

51. The invalidity of any provision of this GTC in a given case shall not affect the validity of the other provisions of the GTC.

52. Hungary-Meat Kft. explicitly excludes the applicability and enforceability of the Hungarian General Forwarding Conditions with regard to the freight forwarding contracts it concludes. Accordingly, the freight forwarder contracting with Hungary-Meat Kft. as the Agent may not refer to the Hungarian General Forwarding Conditions in relation to the legal relationship between the Parties, whether against Hungary-Meat Kft. or before authorities, courts, or any other third parties or bodies.

Kiskunfélegyháza, 2024.09.27.