General Terms and Conditions of Purchase s1

GENERAL TERMS AND CONDITIONS OF PURCHASE

GENERAL TERMS AND CONDITIONS OF PURCHASE

These General Terms and Conditions of Purchase (hereinafter: “GTCP”) together with the Purchase Order accepted comprises the Contract for the supply of Goods specified in the Purchase Order. For issues not regulated in other documentation of the Contract, the terms of GTCP will govern. Should any discrepancy occur between any contractual conditions laid down in the Purchase Order or in the GTCP, conditions of the Purchase Order will prevail.

These GTCP are issued by MOL Hungarian Oil and Gas Public Limited Company (seated: H-1117 Budapest, Október huszonharmadika u. 18, short name: MOL Plc.).

Date of issue of GTCP: 2015.04.01.

The GTCP enters into force with effect from the date of issue.

1. Definitions

1.1  “MOL Group”: means MOL Plc and those companies wherein on supreme body MOL Plc, directly or indirectly, bears more than 50 % of votes or where MOL Plc, directly or indirectly, exercises majority ownership or otherwise controlling rights based on a contract concluded with the other owner(s).

1.2  “Goods”: mean the things specified in the Purchase Order (materials, goods, assets, products etc.) which the Supplier is obliged to hand over to Customer in line with the provisions of the Contract.

1.3  “Parties”: mean Supplier and Customer collectively.

1.4  “Customer”: means MOL Plc submitting the Purchase Order to Supplier in order to purchase the Goods.

1.5  “Purchase Order”: means Customer’s proposal for purchasing the Goods; should Supplier approve it without any modification or upon the confirmation of Supplier’s modifications approved by Customer, contractual rights and obligations occur between the Parties.

1.6  “Contract”: means the Purchase Order accepted by both Parties and these GTCP together.

1.7  “Purchase Price”: means the value of the Goods laid down in the Purchase Order, expressed in currency specified therein. The Purchase Price includes the costs fixed and detailed in the Purchase Order. If it is not specified otherwise in the Purchase Order, the Purchase Price includes the costs of packing, transport up to the place of performance, insurance, and all incidental charges and management expenses, including the costs of import licence, if any. Taxes (e.g. VAT) and other fees enforceable like taxes shall be indicated separately.

1.8  “Supplier”: means the party who is obliged to supply the Goods to Customer in line with the Contract.

1.9  “Way Bill”: means a document (delivery note) confirming the handover-takeover of the Goods; Supplier has to send it together with the Goods or hand it over together with the Goods in a number of copies and with a content specified by the Customer.

2. Methodology for Determining the Purchase Price

2.1  The Supplier shall apply the same pricing principles, rules and methodology for determining the Purchase Price of the Goods in case of all Purchase Orders falling under the effect of these GTCP.

2.2  Upon request of Customer, Supplier is obliged to present in writing the applied pricing detailed in line with the exact technical content so Customer be able to check the fulfilment of the requirement set forth in Clause 2.1. The specification of the applied pricing shall include the following data, as appropriate:

·  unit price, value, expressed in net amount

·  separately charged costs of transport-loading and other costs, if any, expressed in net amount

3. Acknowledgement (Acceptance) of Purchase Order

3.1 The Customer places the Purchase Order for the delivery of Goods on the basis of Supplier’s offer studied (as per Clause 2.2). The Supplier accepts the Purchase Order and the GTCP in writing by a duly signed confirmation within 5 (five) business days following the receipt of the Purchase Order, or within the period of time specified by the Customer in the Purchase Order.

3.2 Parties also consider the Purchase Order and the GTCP accepted if the Supplier does not confirm the Purchase Order within the period of time specified above (in Clause 3.1), but it supplies the Goods specified in the Purchase Order.

3.3  The Purchase Order shall include the following data as a minimum:

·  number and date of the Purchase Order,

·  main data of the Parties (denomination of the Supplier and its contact details, denomination of the Customer, name and contact details of the person who created the Purchase Order),

·  denomination and quantity of the Goods,

·  place of performance,

·  deadline of performance,

·  purchase Price,

·  denomination of the receiver of the invoice,

·  address for receiving the invoice, if it is other that that of the receiver of the invoice,

·  parity in accordance with INCOTERMS 2010, terms of payment of transport,

·  country of origin.

3.4 The provisions set forth under point 16.2 shall apply to Purchase Orders and acknowledgements sent in electronic way (via e-mail).

3.5 The Customer excludes any liabilities with regard to placement or modification of any Purchase Order for the Goods originating from a person other than its duly authorised representative.

3.6 Upon accepting the Purchase Order according to the rules set forth in points 3.1 and 3.2 above, Supplier acknowledges and declares that:

·  the Goods were released for free circulation in the European Union and

·  the sales of the Goods is a two-party transaction, whereby the Goods will be supplied directly from Supplier to Customer, and no third party will be involved in the sales transaction except for the carrier.

If the supply of Goods does not correspond with the above conditions Supplier shall be liable for all damages incurred by Customer in this respect, which includes also the reimbursement of fines imposed by the tax authority.

4. Performance

4.1 In exchange for the Purchase Price, the Supplier is obliged - with the reasonably expected professional competence and care - to deliver the Goods in a volume, quality and type specified in the Purchase Order to the Customer at the time, place and under the conditions specified therein, acknowledge these conditions as binding (including all related additions, modifications, specification and other documentation referred to in the Purchase Order). Simultaneously with the takeover of Goods, the Supplier is obliged to hand over the works test certificate of the Goods, protocols, manufacturer’s certificates, and all information required for using the Goods according to purpose and for the maintenance and repair of the Goods (e.g. instructions for operation).

In the document accompanying the Goods (material, assets etc.), the Supplier is obliged to indicate the weight and volume per unit, customs tariff number and EAN code of the delivered Goods.

Supplier shall indicate the country of origin, the customs tariff number, the gross and net weight of Goods, the type of packaging material on one of the commercial documents.

The Goods delivered shall be accompanied by the following documents: original copy of CIM/CMR and original copy of the certificate of quality issued by the certified laboratory of Supplier.

Supplier shall send the safety data sheet, technical data sheet and commercialisation permit prescribed by the relevant rules of law in electronic form and by post.

4.2 Supplier shall supply the Goods in packing specified in the rules of law or the Purchase Order, or other suitable packing that ensures the integrity of the Goods during the whole period of loading and unloading and transportation. Customer's purchase order number and delivery address should be indicated on each package and document. Supplier is obliged to forward every package accompanied with a detailed packing list.

4.3 The delivery deadline means the final date set forth in the accepted Purchase Order by which the Supplier shall offer the Goods for takeover to the Customer at the place of performance. The Supplier is entitled to advance delivery only if its request for the advance delivery has been accepted by the Customer in writing.

Supplier is obliged to notify the Customer about the detailed information of the Goods and their dispatch via fax and/or in electronic way at the time set forth in the Purchase Order.

Prior to the acceptance of delivery, the Customer is entitled to check the volume and quality of the Goods item by item or by spot check.

4.4  Custody and risk of loss in the Goods shall pass to Customer when the shipment reaches the delivery point as to the relevant INCOTERMS 2010. The Customer shall acquire the ownership rights to the Goods, as soon as the shipment reaches the delivery point according to the relevant INCOTERMS 2010 specified in the Purchase Order.

Upon the delivery of Goods, Customer returns the confirmed delivery note and CMR/CIM without undue delay.

4.5  If the Goods fall under the scope of Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (hereinafter: "REACH Regulation") and/or Regulation (EC) No 1272/2008 of the European Parliament and of the Council of 16 December 2008 on Classification, Labelling and Packaging of Substances and Mixtures (hereinafter: "CLP Regulation"), Supplier warrants to fulfil all compulsory obligations as prescribed in REACH Regulation and CLP Regulation in line with the applicable deadlines set out in the regulation. Supplier shall supply the Goods to Customer in compliance with REACH Regulation and CLP Regulation.

Supplier shall send the Hungarian Safety Data Sheet together with the confirmation (acknowledgement) of Purchase Order at the latest. The Safety Data Sheet shall meet all provisions of the REACH Regulation and shall form an integral and inseparable part of the Contract. If the Contract is concluded before the registration deadline set forth in the REACH Regulation in respect of the Goods supplied, Supplier warrants to send the registration number to the Customer immediately after the registration is completed.

If, due to any reasons, obligations of the Supplier deriving from REACH Regulation and CLP Regulation are not fulfilled as set out in the REACH Regulation and CLP Regulation, the performance shall not be deemed as being in conformity with the Contract, and (without prejudice to other rights) Customer shall be entitled to refuse the acceptance of the Goods and/or to terminate (cancel) the Contract with immediate effect, and Supplier shall be liable for all damages caused to the Customer. This includes also the reimbursement of damages caused by providing false information on the Safety Data Sheet.

If Customer terminates or cancels the Contract with immediate effect with the cause of breaching above obligations arising out of REACH Regulation and CLP Regulation, Supplier shall transport all Goods from the Customer, which were previously delivered to Customer and which do not fulfil all requirements of REACH Regulation and CLP Regulation. Supplier shall also reimburse all costs incurred by the Customer in relation with such Goods, including but not limited to delivery and storage costs.

5. Invoicing and Payment Terms

5.1 In case the obligations specified in the Contract are performed in accordance with the Contract, Supplier is entitled to issue an invoice.

Supplier is only entitled to submit its invoice for deliveries completed without actual volume and quality defects, properly confirmed by the Customer. The Purchase Order SAP/SRM number shall always be indicated in the invoice submitted. In lack of these data, the invoice shall be regarded as faulty in terms of form and the Customer shall have the right to return it without settling.

The Purchase Price does not include VAT. VAT is to be declared by the Customer according to the rules for intra-community delivery of products as described in Article 138 of Council directive 2006/112/EC. The following text is to be indicated in each invoice: Intra-Community supply, 0% VAT/exempt from VAT according to Art 138 (1) of Council Directive 2006/112 EC of 28 November 2006. Invoices issued by the Supplier shall meet the provisions of Article 220-240 of 2006/112/EC Directive.

Customer declares that it does not have permanent establishment on the territory of the Hungary according to the Council Implementing Regulation EU 282/2011. The eventual establishment which the Supplier has within the territory of Hungary does not intervene in the supply of Goods according to the Contract.

5.2 Supplier is obliged to submit one (1) copy of the invoice issued for Customer together with the document certifying the verification of performance to the address of Customer assigned for receiving invoices without delay, but not later than within five (5) days from the date of delivery.

Customer considers only the invoices sent to the specified address by mail as served.

5.3 Supplier is obliged to make out its invoice in conformity with the form, content and arithmetical requirements set forth in applicable rules of law and the Contract. To verify performance, the Way Bill confirmed by the Customer shall always be attached to the invoice. The Way Bill shall also contain the unit prices that may not be higher than those specified in the Purchase Order.

5.4 The payment of the invoice may not be construed as a waiver from any of Customer’s right arising from the Contract or rules of law.

5.5 In all cases, the Supplier is obliged to indicate its bank account number, the name of its main bank and its tax registration number on the invoices issued. Assignment (transfer to other bank account number), factoring, forfeiting may only be applied based on separate agreement concluded with the Customer.

5.6 The Customer is entitled to withhold the amount of penalty to be paid by the Supplier from the Purchase Price.

5.7 The Customer should settle the value of the invoice via bank transfer, if such invoice fully meets the legal requirements effective from time to time, until the 60th day upon receipt of such invoice at the place specified in the Purchase Order.

If the payment deadline of the invoice is holiday or bank holiday, the Customer is entitled to settle the payment on the next working day.

The Customer shall bear the charges of the Customer’s bank; any other costs to be charged by any other (corresponding and beneficiary) bank participating in the transaction shall be born by the Supplier.

The currency for invoicing, accounting and payment shall be: EUR (Euro).

Payment obligation of the Customer is considered to be settled by the day his bank account is debited.

Customer does not effect any advance payment.