Terms and Conditions

These are the Terms and Conditions governing the sale of all products and services provided by Gamax Laboratory Solutions Kft. (hereinafter “Company”). Except as otherwise expressly agreed upon in writing by a duly authorized representative of the Company and the Customer. these Terms and Conditions will apply notwithstanding any provision to the contrary that may appear on any order form or other document issued by the Customer.

1. Definitions

Quotation: the proposal, quotation, or offer the Company makes to the Customer in response to the Customer’s request for products and/or services offered by the Company

Additional Activities: any activity carried out by the Company after the execution of the contract, over and above the activities agreed upon and approved in the Order Confirmation

Customer: a person or organization to whom the quotation is sent and/or with whom the contract is signed with.

Company: Gamax Laboratory Solutions Kft.

Contract: Any agreement that is used to govern the provision of goods and/or services, its modification or integration with other parties, and any legal acts or other acts associated with the preparation for and execution of the contract. As a general rule, the contract is actualized by sending the Company an official order or quotation signed by the Customer.

Parties: The Company and the Customer hereinafter collectively referred to as the “Parties” and individually to as the “Party”).

2. General conditions and applications

a) All Quotations and Contracts placed with the Company are subject to these Terms and Conditions. These Terms and Conditions may be modified or altered by the Company at any time. A copy of the current Terms and Conditions is available on our website: https://gamaxlabsol.com/terms-and-conditions/

b) By accepting a Quotation, the Customer agrees to be bound by the following terms and conditions.

c) Modifications, additions, or extensions of these Terms and Conditions, and/or provisions that differ from these Terms and Conditions will only be binding on the Company when they have been agreed to explicitly and in writing between the parties

d) The Company expressly rejects the application of general or specific terms and conditions and provisions of the Customer, unless otherwise agreed in writing

3. Quotations, orders, and contracts

a) Unless otherwise agreed and indicated within the “Validity” section of the document forwarded by the Company, the quotation validity period is 30 calendar days

b) A contract is stipulated when the Company receives a written confirmation of the Customer’s acceptance of the issued quotation (e.g., Purchase Order from the Customer)

c) The Company may revoke the Quotation and Purchase Order received from the Customer if the submitted document differs from that presented in the quotation and/or the product/service requested does not correspond to that discussed between the parties

d) In its discretion, the Company may refuse to accept an Order, regardless of whether it comes from an existing customer or a new customer. The Company shall not be liable for any damages, losses, or compensation as a result of its decision to refuse or accept a Purchase Order after it has been received

e) The Company is not required to provide the Customer with any reason or justification for refusing the Order pursuant to paragraph “d”

f) If the Customer provides to the Company -at his request- documents, data, specifications, and other useful information for its preparation of a Quotation, the Company will assume these are correct and will formulate the quotation accordingly. Please refer to clause 7 of this document for Confidential terms

4. Pricing

a) Unless otherwise indicated, all prices are in Hungarian Forint (HUF) and/or Euros (EUR) and do not include VAT

b) Unless otherwise indicated, the pricing does not include any costs related to activities performed by third parties

c) There may be differences in price between Quotations issued for the same products due to changes in the EUR/HUF exchange rate or due to changes in MathWorks, COMSOL, or Speedgoat price-lists

5. Delivery

a) The delivery time for MathWorks and COMSOL products is 10 business days after receipt of the complete (as specified in the Quotation) Purchase Order from the Customer

b) For Speedgoat configurations, please refer to the order confirmation you receive after you send your Purchase Order

c) The Company shall not perform any installation or configuration services on the products, except if an Individual Contract explicitly and specifically states that the Company will provide such services

6. Terms of payment

a) Payments due to the Company must be made without deductions, within the terms specified in the Quotation, after the Company has issued an invoice to the Customer b) The payment will be considered complete when the funds have fully cleared in the Company’s nominated bank account

7. Confidentiality

To establish and implement this Contract, the Parties may disclose to each other information, documents, and items containing knowledge and proprietary data not being in the public domain. In order to prevent the above-unauthorized use, the Parties shall agree as follows:

a) Definitions

“Information” shall mean all drawings, documents, information, reference material and/or knowledge, technological, electronic, and/or digital data related to the Project, disclosed to the receiving party by the disclosing party in written, oral or any other form; or otherwise coming to its knowledge prior to or during the term of this Confidentiality clause, irrespective of the type of the storage medium on which such information or data is contained or the Parties have identified as “Confidential” or equivalent to it. The Parties expressly agree that the information they provide in relation to the Project is complete, correct, and true.

b) Treatment in Confidence

Except as provided in Article 7. c) hereof, the receiving party agrees to the following:

i. To use all information exclusively for the agreed Quotation.

ii. To treat all information strictly confidential and not to disclose it to third parties.

Companies controlled by one of the parties through shareholdings, voting trust agreements, the appointment of board members or in some other way, or which are legally or de facto managed by a party (“AFFILIATED COMPANIES”) shall not be deemed as third parties under this confidentiality clause. Information disclosed or received by an AFFILIATED COMPANY of a party shall be considered as information disclosed or received by the party itself and shall be subject to the terms and conditions of this Confidentiality clause.

iii. To disclose information only to employees and AFFILIATED COMPANIES having a need-to-know and who are directly involved in the intended Quotation or the decision whether to pursue it and who are bound to confidentiality. Within the limits of the labor law, the

receiving party shall ensure that the confidentiality obligations of its employees continue to apply after the termination of their employment relationship. The receiving party is responsible that its employees and AFFILIATED COMPANIES comply with this Confidentiality clause and for any failure of its employees and is liable if their employees or Affiliates do not preserve the confidentiality of the information.

iv. To take all reasonable security measures and act with due care in order to preserve and protect the confidentiality of the information and to avoid unauthorized access, use, or disclosure thereof.

v. To refrain from copying or reproducing the documents or electronic files that embody information unless as necessary for the Project.

vi. To promptly advise the disclosing party in writing of any unauthorized access, misappropriation, or misuse by any person of such information of the disclosing party which may come to its attention.

c) Exclusions

The provisions of this Confidentiality clause do not apply to information of which the receiving party can prove that such information:

i. was already in the public domain at the time of disclosure.

ii. entered the public domain after disclosure through no fault of the receiving party.

iii. was lawfully made accessible to the receiving party by a third party after disclosure with no restrictions in respect of confidentiality.

iv. is expressly stated in writing by the disclosing party as non-confidential.

v. was already in receiving party’s possession at the time of disclosure.

vi. is required to be disclosed in response to a valid order from a court, regulatory agency, or other governmental body in any country, but only to the extent and for the purpose stated in such order, provided, however, that the receiving party shall first notify the disclosing party in writing of the order and cooperate with the disclosing party if it desires to seek an appropriate protective order, and further provided that confidentiality is otherwise maintained by the receiving party after such disclosure.

d) Return of the information

Upon request of the disclosing party, but no later than three months after the expiration of this Confidentiality clause, the receiving party undertakes that all written or otherwise recorded information (including any copies made) shall be returned to disclosing party or destroyed and the verification of such destruction shall be provided. Electronically stored data shall be irretrievably deleted to the extent it is made possible by technology.

e) No rights granted

The receiving party acknowledges and agrees that any and all information disclosed to him by the disclosing party or otherwise coming to its knowledge remains the property of the disclosing party. The disclosing party retains any and all copyright rights related to the information.

No rights or obligations other than those expressly recited shall be implied in this Confidentiality clause.

The Parties declare that no other party shall be under any obligation to enter into any further agreements with any other party as a result of providing the information contemplated hereby.

f) Miscellaneous

The content of discussions between the Parties, and the fact that discussions between the Parties take place, shall also be governed by this Confidentiality clause.

If the receiving party violates its obligations under this Confidentiality clause, it shall be obliged to indemnify any damage suffered by the disclosing party in connection with the breach of contract. The payment of the indemnity does not release the receiving party from its obligations under this Confidentiality clause.

This Confidentiality clause constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, whether oral or written.

No modification, alteration, or amendment shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

Neither this Confidentiality clause nor any rights under this Confidentiality clause may be transferred or assigned by either party without the prior written consent of the other party. Forbearance, failure, or delay in exercising any rights under this Confidentiality clause shall not constitute a waiver thereof. Any single or partial exercise of the rights under this Confidentiality clause shall not preclude any other or future exercise thereof or the exercise of any other right or privilege.

8. Force majeure

a) Definition of force majeure

In this Clause 8, “Event of Force Majeure” means an event or any circumstance not within the reasonable control of the party which prevents a party from complying with any of its obligations under this Terms and Conditions, including but not limited to:

i. The act of God (such as but not limited to fires, explosions, earthquakes, drought, tidal waves, and floods); ii. war, hostilities (whether war be declared or not), invasion, the act of foreign enemies, mobilization, requisition, or embargo; iii. rebellion, revolution, insurrection, military or usurped power, or civil war; iv. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; v.riot, commotion, strikes, go-slows, lock outs or disorder unless solely restricted to employees of each party or of his subcontractors; or vi. acts or threats of terrorism.

b) Consequences of force majeure event

i. Neither the Company nor the Customer shall be considered in breach of these Terms and Conditions to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date. ii. The party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other party of an event of force majeure upon it being foreseen by or becoming known to the Affected Party.

c) Optional termination

Irrespective of any extension of time, if an event of force majeure occurs and its effect continues for a period of [180] days, either the Company or the Customer may give the other notice of termination.

9. The law of the contract

In all respects, the contract shall be construed, and the legal relations between the parties shall be determined in accordance with the laws of Hungary.

All disputes arising out of or in connection with the present contract shall be settled by the courts of Hungary having their jurisdiction under the Code of Civil Procedure.

10. Privacy (ART. 13 REG. EU 2016/679 – GDPR)

The Company complies with all current privacy regulations of Article 13 of 2016/679 (also known as the European General Data Protection Regulation). Please refer to our Privacy Policy.

11. Entry into force

The present terms and conditions of quotation and sale are entered into force on August 16, 2021.