Product and Services Sales Terms

1. Order Confirmation
2. • The offer sent to the Buyer is valid for one (1) month unless otherwise specified. Orders taken by the Seller's agents and/or representatives will only be binding after approval by the Seller. An order is deemed accepted by the Seller upon issuance and receipt of the invoice by the Buyer. This formal acknowledgment serves as the Seller's confirmation of the order and signifies the commencement of the fulfillment process in accordance with the terms outlined in the agreement. Unless otherwise stated, the standard lead time is 10-12 weeks.
     
     
3. Order Cancellation or Modification Policy
4. • Once submitted to the Seller, orders are considered firm and irrevocable except under special circumstances. Modifications or cancellations of orders are permissible only upon the Buyer's written request and subject to the Seller's explicit approval, which will be contingent upon the extent of work already undertaken. Any changes to the original order may result in adjustments to the overall cost, about which the Seller will inform the Buyer. The Buyer must agree to any such cost adjustments. Additionally, modifications may affect the scheduled delivery timeline of the order. It is understood that these provisions are in place to ensure both parties are adequately protected while providing a mechanism for addressing exceptional situations in a manner that is equitable and reflects the work completed by the Seller up to the point of modification or cancellation.
     
     
5. Payment Conditions
6. • Order processing: In the absence of a specific payment schedule within the offer, order processing by the Seller will be initiated only following the receipt of the entire payment from the Buyer.
     
     
   • Transaction Fees: All fees incurred during the transaction process, including but not limited to bank fees, transfer fees, and other related charges, shall be the sole responsibility of the Buyer. The Buyer agrees to cover these costs in addition to the payment for the order.
     
     
   • Impact of Payment Delays: The Buyer acknowledges and agrees that any delays in the payment process may result in a delay in the order processing and subsequent delivery of the order. The Buyer is advised to adhere to the agreed payment schedule to prevent any potential delays in receiving the order.
     
     
   • Bank Transfer Details: It is mandatory for the Buyer to accurately reference the Invoice ID in the notes or reference section of the bank transfer. This ensures the payment is correctly attributed to the Buyer's account and facilitates efficient processing.
     
     
   • Invoice Payment: The Buyer is obligated to make payment only after receiving an invoice issued by the Seller. Payment must be completed via bank transfer to the bank account specified on the invoice.
     
     
7. Delivery
8. • The Buyer shall acknowledge and confirm their understanding and acceptance of the responsibilities and liabilities associated with the collection, export, import, and transportation of the Products purchased, in accordance with the Incoterms specified in the order. For a comprehensive understanding of these Incoterms, the Buyer is directed to review the full specifications available at https://www.iobuilder.app/incoterms.
     
     
9. High Risk Environment
10. • Buyer understand and agree that none of the Products are fault-tolerant and are not designed or intended for use in any high-risk or hazardous environment, where the failure or malfunction of any of the Products can reasonably be expected to result in death, personal injury, severe property damage or severe environmental harm (a “high risk environment”). Accordingly, (i) Buyer should not use the products in a high-risk environment, (ii) any use of the products by Buyer in a high risk environment is at Buyer’s own risk, (iii) Seller, its affiliates and suppliers shall not be liable to Buyer in any way for use of the Products in a high risk environment, and (iv) Buyer makes no warranties or assurances, express or implied, regarding use of the Products in a high risk environment.
      
      
11. Export, Explicit Use Specification, Product Proliferation Control
12. • Buyer strictly declares their commitment to using the Product strictly in accordance with its Original Purpose, as defined by the Seller in the according Description field of the Quotation or Product Page. The Buyer affirms there is no intention to utilize the Product for any purposes other than those specifically designated by the Seller, the Buyer pledges to use the Product solely for its intended and explicitly outlined Original Purpose.
      
      
    • Certain products sold by the Seller and the technologies and documentation related to them may be subject to national, foreign, or international trade and export control laws and regulations ("Export Laws"). Circumvention of such Export Laws is prohibited, and the Buyer is obligated to comply with them during the exportation, re-exportation, resale, or use of the products. The Buyer may not directly or indirectly export or re-export the products, related technologies, or documentation to any country, entity, or person under sanctions or embargo. If the delivery of products is restricted or prohibited by Export Laws, the rights and obligations of the Buyer are suspended until the acquisition of the permit or the lifting of the export ban, and the contract may be terminated by the Seller without any liability or compensation.
      
      
    • If the export of products to the Buyer requires authorization, the Buyer must promptly provide the Seller with all necessary assistance, information, and documents required to obtain official permits, licenses, and authorizations issued by national authorities for the purpose of export. Upon the Seller's request, the Buyer must declare the intended final destination, end-user, and nature of the products' use. The Buyer is obliged to inform the Seller if intending to export the products and must declare to the Seller the planned final destination, end-user, and nature of the products' use. In this case, the Buyer assumes full responsibility to ensure that such export processes fully comply with national export laws.
      
      
    • Furthermore, the Buyer acknowledges that the Product is neither designed for nor capable of integration into any form of weaponry. It is developed exclusively for specific, non-military, and non-weapon purposes. The Buyer agrees not to use, modify, or attempt to repurpose the Product or any parts of the Product for any form of weaponization. Such misuse is beyond the scope of the Product's intended design and capabilities, and any attempt to employ the Product as a component of a weapon will result in the immediate termination of the sale agreement. The Buyer will bear full responsibility for any resulting damages or liabilities.
      
      
    • • Prohibition of Use for Military Purposes. The Buyer is strictly prohibited from employing the Products in any military context. This includes but is not limited to use in warfare, military operations, military training, military simulations, or any activities related to the functioning or support of military organizations. The Buyer must not provide, adapt, modify, or integrate the Product into any military systems or environments.
        
        
      • Prohibition of Use in Weaponization, Testing, Manufacturing, and Prototyping.The Buyer must not use the Products in any activities related to weaponization, including the design, testing, manufacturing, operation or prototyping of weapons. This prohibition extends to both conventional and unconventional weapons, as well as any equipment or systems designed to inflict harm or damage. The Product must not be used, directly or indirectly, in the development or production of any form of armament.
        
        This includes, but not limited to:
      • • Autonomous or semi-autonomous weapons systems, robotic combat units, automated targeting systems, and any other devices or systems that function without direct human control for the purpose of weaponization.
        • Reckoning devices or systems, which are any apparatus or system used for calculating, estimating, or determining navigational positions, especially those used in the guidance, targeting, or control of weaponry or military apparatus.
        • Systems or devices used in the electronic warfare, including but not limited to jamming, hacking, or cyber attack tools intended for offensive military applications.
        • Underwater autonomous vehicles or drones designed for anti-submarine warfare or mine countermeasures.
        • Laser-based weapon systems or directed energy weapons intended for incapacitating, damaging, or destroying targets.
        • Satellite or space-based systems designed for offensive military purposes, including but not limited to anti-satellite weapons and space drones.
        • Surveillance or reconnaissance systems that can be used in military intelligence operations beyond civilian applications.
        • Artificial intelligence-based analysis or decision-making tools specifically designed for use in military strategy, planning, or combat scenarios.
        • Involvement in the nuclear weapons sector, including the design, development, fabrication, or testing of nuclear weapons or nuclear explosive devices. This also extends to the prohibition of designing, constructing, fabricating, or operating facilities or components for the chemical processing of irradiated special nuclear or source material, production of heavy water, separation of isotopes of special nuclear material, or fabrication of nuclear reactor fuel containing plutonium.
        • Engagement in missile technology, specifically the design, development, production, or usage of rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems. This includes, but is not limited to, cruise missile systems, target drones, and reconnaissance drones, especially those capable of delivering payloads of significant size or distance.
        • Activities related to nuclear, chemical and biological weapons, encompassing the design, development, production, stockpiling, or usage of such weapons or their precursors. This prohibition covers a wide array of activities aimed at preventing the creation and spread of weapons capable of causing extensive harm and destruction.
        • Any involvement in electronic warfare, underwater autonomous vehicles or drones for military applications, laser-based or directed energy weapon systems, satellite or space-based offensive systems, advanced military surveillance or reconnaissance systems, and AI-based military strategy tools.
          
          
      • Prohibition of Use in Criminal Activities. The Buyer is expressly forbidden from using the Products for any unlawful or criminal activities. This includes, but is not limited to, activities such as hacking, unauthorized data access, fraud, cybercrime, or any actions that are illegal under applicable laws. Any of the Products must not be utilized as a tool or facilitator in any criminal act.
        
        
    • The Buyer acknowledges and agrees that in the event of any resale or transfer of the Product, it is their responsibility to ensure that the subsequent purchaser or transferee is fully informed of, and contractually bound by, the same terms and conditions as outlined in this Commitment.
      
      
    • The Buyer shall include a provision in any sale or transfer agreement requiring the new owner to agree to these conditions in writing, thereby assuming the same responsibilities and restrictions. Failure to enforce these terms upon resale or transfer will render the original Buyer liable for any breaches of this agreement by the subsequent purchaser or transferee.
      
      
    • In the event of a breach of these commitments, the consequences extend beyond the immediate termination of the sale agreement. Such a breach will also result in the termination of any and all forms of business relationships and collaborations between the Buyer and the Seller. This includes the immediate invalidation of any software and hardware licenses provided by the Seller in relation to the Product.
      
      
    • Furthermore, the Seller reserves the right to report any incidents or suspicious activities related to the misuse of the Product to the appropriate authorities. The Buyer understands that such reporting is a necessary measure to ensure compliance with legal and ethical standards and to safeguard against the misuse of the Product in prohibited activities.
      
      
    • The Buyer acknowledges that these measures are integral to maintaining the integrity and lawful use of the Product, and agrees to the swift and decisive action that will be taken by the Seller in the event of any violation of this Commitment. This approach underscores the seriousness with which the Seller views the adherence to these guidelines and the ethical use of the Product
      
      
    • The Buyer acknowledges that these obligations remain effective after the expiration of this documentation.
      
      
13. Warranty Terms
14. • The Seller offers a warranty that is strictly applicable to the Product directly sold by the Seller and is intended solely for the original Buyer from the Seller. This warranty does not extend to any third-party Buyers. The warranty is designed to cover defects in manufacturing or materials under normal use and maintenance conditions, starting from the delivery time for the periods outlined below:
      
      
    • • The standard warranty period is twelve (12) months
        
        
      • For spare parts, the warranty period is three (3) months unless specified differently under any special conditions provided by the Seller
        
        
    • To claim the warranty, the Buyer must:
      
      
    • • Notify the Seller in writing within the designated period about any potential defects discovered in the Product, providing sufficient evidence of such defects.
        
        
      • Grant the Seller the opportunity to inspect and remedy the identified defects. The Buyer is not authorized to perform or outsource repairs without the Seller's explicit prior approval. Unauthorized repair attempts will void the warranty immediately.
        
        
    • Decision and Repair:
      
      
    • • The Seller reserves the right to decide whether to repair or replace any components found defective and covered under the warranty.
        
        
      • All warranty-related services are generally conducted at the Seller's facility. The Buyer is responsible for returning the defective components to the Seller at their own cost. The warranty period is not extended by any repairs or replacements made under the warranty.
        
        
      • Components replaced during the warranty period must be sent back to the Seller and will become the property of the Seller.
        
        
    • Exclusions:
    • • The Seller disclaims any liability for defects resulting from improper installation or setup not in accordance with the Seller's guidelines, documentation, or industry standards, especially if the installation was done by the Buyer against the Seller's advice.
        
        
      • Misuse of the Product (e.g., overloading), poor maintenance, neglect, or use in an improper environment will not be covered under the warranty.
        
        
      • The warranty does not cover repairs or alterations made by the Buyer or third parties without the Seller's written consent, nor does it cover wear and tear or natural degradation of the Product.
        
        
      • The warranty does not apply to problems arising from the use of non-Seller manufactured products in conjunction with the Seller’s Product. The Seller is not liable for damages resulting from such use.
        
        
    • The warranty provided by the Seller is limited to the conditions mentioned above and does not cover any other type of warranty not explicitly stated in this clause. Unless a separate written agreement exists, the warranty solely pertains to the technical specifications of the Product as described in the Seller's commercial documentation, with no guarantees regarding the Product's efficiency or performance beyond these specifications.
      
      
15. Limitation of liability 
16. • In the absence of a contrary agreement, the Seller shall not be held liable for any production downtime, loss of profit, loss of use, loss of contracts, or any other consequential or indirect losses incurred by the Buyer. The Buyer and the Seller expressly agree to exclude any claims for damages arising from damages related to the Buyer's professional goods and services and based on liability for defective products. To the extent permitted by applicable law, the contractual liability of the Seller for any other damages under this agreement shall not exceed the price of the product in question. To the extent that the aforementioned limitation of liability is deemed invalid under applicable law, the total liability of the Seller shall in no event exceed the amount covered by liability insurance related to the product.
      
      
17. Intellectual Property 
18. • The Seller reserves all rights to intellectual property and professional information related to the sold products, regardless of whether such items were created in connection with this request. The Seller authorizes the Buyer to use any software provided with the sold product, in accordance with the terms described in the user license for said software. The Buyer agrees to comply with the license terms, and failure to do so may result in liability. Furthermore, the Buyer commits not to infringe upon the Seller's intellectual property rights and declares to be fully aware of these rights. 
      
      
    • The Seller retains full ownership rights – and reserves these rights – to all documentation, documents, and technical information (such as plans, drawings, proposals, etc.) provided to the Buyer related to the supplied products. These documents may not be duplicated or disclosed to third parties, especially not to competitors. They must be returned to the Seller upon request. The provided files, documentation, and drawings are not binding, and the Seller reserves the right to make any type of modification to the products as deemed necessary during the final execution of the order. The Buyer is responsible for verifying the documentation, projects, and calculations provided by the Seller to ensure they meet the conditions and requirements for the intended use specified by the Buyer.
      
      
19. Force Majeure
20. • The Seller shall not be deemed responsible for the failure to perform or for the delayed performance of its contractual obligations due to force majeure events. The contract shall be suspended until the cessation of the force majeure event. However, if the performance of the contract cannot be resumed within thirty (30) days from the occurrence of the force majeure event, the parties shall negotiate in good faith to modify the contract. In the event that negotiations are unsuccessful, the contract shall be terminated immediately, without any obligation of compensation to the Buyer.
      
      
21. Data Protection
22. • Personal data collected for the purpose of fulfilling the contract must be processed in a secure environment, in accordance with legal regulations concerning the protection of personal data. The Buyer has the right to request, modify, correct, and delete personal data by contacting the Seller's office.
      
      
23. Jurisdiction – Applicable Law
24. • Any legal disputes arising from this contract – even in the case of multiple defendants or the involvement of third parties – fall under the exclusive jurisdiction of the courts of Hungary, which is the general competent court of the Seller. The legal relationship between the Seller and the Buyer is governed by Hungarian law.