General Terms and Conditions of Sale (updated 13 June, 2024)

1. General Conditions

Ordering hardware (“Product”) and/or license (“Software”) and/or service (“Service”) from Adaptive Recognition Hungary Zrt. (“AR”) the customer (“Customer”) expressly acknowledges and accepts that the sales of a Product, provision of a Service, licensing of a Software are governed by this General Terms and Conditions; special terms and conditions are valid only if AR and the Customer expressly agreed in a separate written agreement, and only those special terms and conditions are over-write the terms and conditions hereunder, which were expressly accepted by AR in that prior written agreement. General terms and conditions of purchase of the Customer does not over-write any stipulations of this General Terms and Conditions. Any other terms and conditions stipulated by the Customer and/or third party and/or inconsistent with this General Terms and Conditions are hereby rejected. By ordering Product/Software/ Service from AR, Customer expressly acknowledges and accepts all terms and conditions of this General Terms and Conditions. By placing an order the Customer acknowledges and accepts automatically that the AR does not offer products, services, software licenses without the prior acceptance of this General Terms and Conditions by the Customer. The Customer expressly accepts and acknowledges that all information related the Products, Software, Service and/or is in connection with the business relationship between AR and Customer is to be held confidential.

2. Special Conditions for Software

Any software distributed by AR may not be reproduced, copied or transmitted in any way whatsoever. Copyright owner retains all rights not expressly granted in the End User License Agreement (“EULA”), especially the right to distribute, to reproduce, and the right of adaptation, arrangement, translation and any other modification to software, including the correction of mistakes, as well as the reproduction of the results of these acts. The software warranty does not apply for functionality, completeness, accuracy, and/or timeliness of the software. Terms and conditions of use related to any software distributed by AR is defined by the EULA attached to the specific software. Customer automatically accepts the EULA related to the software by ordering software license from AR.

3. Quotations and Orders

All quotations by AR are confidential and will be provided as Pro Forma Invoice, which remains valid for the period indicated. By signing and resending the Pro Forma Invoice to AR within fifteen (15) days after it is issued, Customer orders the indicated good(s)/service(s) and that Pro Forma Invoice is considered automatically as Purchase Order.

4. Cancellation of Order

Requests for cancellation an Order may be accepted at AR’s discretion, and carry a charge of up to 25% of order value. Returns may be subject to separate terms. Orders may not be cancelled, suspended, changed or returned without previous written consent of AR.

5. Prices

All prices are in the currency indicated on the Invoice, and unless otherwise specified, standard delivery terms shall be Ex Works – Perbál, Hungary (Incoterms EXW). Quoted unit price only applies to the specific product model configuration or service and quantity indicated on the Invoice, and shall be valid only for that same Invoice within its specified time frame. Prices do not contain any taxes, duties, customs and charges. Any deduction or withhold from the price indicated on the related invoice is not acceptable by any reason. Customer acknowledges and accepts that Customer is responsible for shipping, insurance, bank charges, customs duties, and any other import fees and international and local taxes/fees/charges. Shipping costs quoted by AR shall be understood under Deliver at Place – Customer’s delivery address (Incoterms DAP) delivery terms. Unit price shall include applicable product packaging, as well as support services and Limited Warranty stipulated in Section 9. Prices do not include any integration, customization, local installation or any other related services.

6. Payment

All payments shall be upfront according to standard pre-payment terms by wire transfer to the bank account indicated on the invoice.

7. Delivery

AR will attempt to provide a best-effort estimate for delivery lead time when issuing the Invoice, which shall apply from the date AR receives cleared payment in the full amount of the Invoice. Payments with any deduction or withhold will be deemed insufficient regardless of the reason, and will prevent delivery. Delivery is not the essence of this Agreement, and no delay shall be grounds for any claim for damages or order cancellation. Partial shipments may be allowed at AR’s discretion.

Customer is obliged to inspect and accept or reject Product, Software, Service within five (5) days from delivery and/or fulfilment thereof. If Customer does not notify AR in writing of its rejections and the reasons within such time period, the Customer will be deemed to have accepted such delivery and/or fulfilment and waived any right to later reject the Product, Software, Service.

8. Storage Costs

If for any reason Customer is unable or unwilling to accept delivery of Products at the time when it is due, AR may charge storage fees for storing such Products, in-house storage capacity permitting, and while attempting to take all reasonable steps to prevent deterioration of Products until delivery can take place. Customer is responsible for storage fees, as well as all reasonable costs, including insurance etc. In any event however, AR shall be under no obligation to safeguard said Products, and shall not be held liable for any deterioration arising out of delay in delivery.

9. Limited Warranty

AR warrants that all Products under normal use will perform in accordance with the relevant user manual, will be free from defects in materials, workmanship, and design. Customer has access to AR Product support, as well as extended warranty options at the time of purchase. Upon Customer’s written request and with all other claims excluded, AR agrees to undertake at its discretion to repair or replace, as quickly as possible, any Product part proven to be defective within the warranty period. Whereas the repair or replacement will be done in Hungary, Customer shall bear all costs of deinstallation and reinstallation and shipping the defective Product to Budapest or Pest County of Hungary (e.g. deinstallation, transportation, return shipping to AR, and reinstallation). Warranty does not include coverage for defects due to normal wear and tear, accident, misuse improper maintenance, failure to observe the operating instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action, resulting from other reasons beyond AR’s control, or when the source of defect cannot be conclusively proven to be faulty design, bad material, or poor workmanship. Removing or tampering with the warranty label will void the warranty. All other Customer claims not expressly allowed in this Agreement, such as claims for damages, reduction of price, or withdrawal from the contract, are hereby excluded, irrespective of the grounds on which they are based. In no case whatsoever shall Customer be entitled to claims of damages for, in particular but not limited to, loss of production, loss of use, loss of orders, loss of profit, or other direct, indirect, or consequential damage. Customer is responsible for arranging and paying for the return shipment to AR or its authorized local representative. Warranty does not cover damages or deterioration of externally accessible optical components and surfaces, including but not limited to scratches, cracks etc. of the glass. Software warranty is governed by the EULA attached to Software. Both hardware warranty and the software update period may be extended according to the terms of the AR Care Plan.

10. Returns

AR accepts returns of Product only after written Return Merchandise Authorization (“RMA”) has been issued by AR for the corresponding Product prior to return shipping. Customer acknowledges and accepts responsibility for providing to AR the basic information1 required for RMA issuance via the AR Technical Support System (“ATSS”). Register for a free ATSS account at AR shall not be liable for delay and extra costs arising from or in connection with Customer’s non-compliance to the RMA requirements listed herein. AR will not accept returns for any Product specifically manufactured for Customer, whether special order, OEM, or out-of-stock items. Any Product return delivery without proper RMA will be either refused or returned to sender at Customer’s expense, and AR reserves the right to charge Customer a fee for associated administrative costs and service charges.

11. Claims/Complaints

Customer claims must be reported in writing via AR online helpdesk portal upon receipt of Product or immediately upon discovery of hidden faults.

12. Product Ownership

Ownership of Product shall remain with AR, notwithstanding delivery, or attachment of Product to other property, until AR receives full payment for the corresponding Invoice. Customer shall have no pledge or lien on AR property.

13. Export / Import Compliance

13.1 Customer acknowledges that AR is required to comply with applicable export / import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products, including any export / import license requirements. Customer agrees that Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export / import laws and regulations. AR’ continuing performance hereunder is conditioned on compliance with such export / import laws and regulations at all times.

13.2 Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation a any goods supplied by AR that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. Customer shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers. Any violation of the above shall constitute a material breach of and the AR shall be entitled to seek appropriate remedies (i.e termination of this agreement).

14. Third Party Rights

All Products covered under this Agreement are provided in new condition with no claim or title by any third party upon delivery to Customer (unless AR and Customer agree otherwise in writing), and use of Product shall not give rise to any infringement or misappropriation of any Intellectual Property Right (“IPR”) of any third party. AR is not liable for any defected IPRs, and where such liability exclusion is prohibited by law, the Limitation of Liability terms defined in Article 15 shall apply.

15. Limitation of Liability

AR’s liability is limited to damages incurred by and/or in connection with the Customer due to late or defective performance strictly as described in this Agreement. In any event, liability for loss affecting a certain individual Product/Software/Service shall not exceed the amount Customer paid directly for that same individual Product/Software/Service affected by damage (which represents AR’s maximum liability under this Agreement for the certain Product/Software/Service that directly gave rise to claim), and AR excludes its liability for any consequential loss, including especially the loss of profit, loss of production, and loss of data. The limitation on the amount of damages shall not apply to the extent that a Defect has been fraudulently concealed, and/or resulted from intentionally breach of contract on the part of AR or caused by crime or in the case of loss of life, bodily injury or damage to health. Any other or additional claims of the Customer in relation to any defect or any claim based on the breach of this General Terms and Conditions, any order placed to ARH and/or breach any individual arrangement and any agreement concluded between Customer and AR exceeding the claims provided for in this Article are excluded. It is agreed that the liability for damages outlined above is limited as the price of the Product/Software/Service are determined subject to this limitation.

16. Technical Specifications

Unless otherwise agreed upon, brochures and catalogues provided by AR are not binding, and data and/or information provided in such documentations remain subject to change as AR reserves the right to modify any specification without notice.

17. Applicable Law

This Agreement is governed by and construed in accordance with the laws of Hungary, without regard to any conflict laws provisions. The Parties hereby exclude application of the United Nations Convention on Contracts for the International Sales of Goods from this agreement.

18. Exclusive Jurisdiction

The Parties agree, and the Customer expressly accepts that in the event of any dispute arising from or in connection with the this agreement concluded between Customer and AR, especially, but not limited to its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, the Hungarian substantive law shall apply, excluding its private international law rules.