General Terms and Conditions (GTC)

These GTC contain certain provisions governing the Contractor's activities regarding its performance for the Customer. (2.1.)

The legal relationship between the Parties shall also be governed by the Quotation, which shall contain the exact production and delivery duties of the Contractor, the quantities to be produced, the deadlines of performance, and the remuneration to be paid to the Contractor. (2.2.)

All matters not covered or not otherwise covered by the Quotation shall be governed by these GTC. If any matter is covered differently by the GTC and the Quotation, the provisions of the Quotation shall prevail in relation to that matter. (2.3.)

Ink Unit Limited Liability Company

seat: 2142 Nagytarcsa, Ady Endre utca 25.

company registration number: 13-09-210980

taxpayer identification number: 26561543-2-13

e-mail: info@wearetherealpimp.com

phone number: +36-70-604-1415

web: https://wearetherealpimp.com/

Based on the Customer's request, the Contractor shall send the Customer a Quotation in which the Contractor undertakes to provide the Product to the Customer in accordance with the provisions of the Quotation. The Quotation shall in particular contain the following information: (4.1.)

• the design of the Product (design, colour, size, material),
• the quantity to be produced,
• the specifications of the printing or other marking technique or embroidery to be applied (including but not limited to quantity, location, size, colour),
• the payment method and the details of the price or total amount to be paid,
• the delivery time and place,
• the minimum quantity of Products to be manufactured,
• the date of validation of the Quotation,
• the contact details and data of the person placing the order,
• the method and expected time of the execution of the order, if different from the usual practice of the Contractor.

The Customer may accept the Quotation sent by the Contractor or enter into negotiations with the Contractor on its content and conditions. (4.2.)

The Quotation may only be accepted by the Customer sending an acceptance containing the essential data of the Quotation to the Contractor by e-mail, which is also received by the Contractor. Acceptance is deemed to have been given when the written declaration is received by the Contractor. This also applies if an automatic reply to receipt is received from the Contractor's mailbox. (4.3.)

Acceptance shall be deemed to have been given where the Customer makes an advance payment or partial payment of the Product in accordance with the Quotation by means of a bank transfer to the Contractor. (4.4.)

In accordance with the above, the Contract between the Parties shall be concluded either at the date and time when the Customer's acceptance is received by the Contractor, or when the bank transfer is received by the Contractor. (4.5.)

The Contractor may modify the Quotation submitted to the Customer at any time before it is accepted by the Customer. (4.6.)

After the conclusion of the Contract, the Customer may request changes to the contents of the Quotation or to the Product, in particular to the design, colour, material, size and quantity. In such a case, the Contractor shall draw up a new Quotation for the Customer, which may also include the work that the Contractor has already carried out under the original Contract and its remuneration, if any. This shall not affect the provisions of clause 6 below, according to which the Contractor may terminate the Contract with immediate effect, in which case this clause shall apply accordingly. (4.7.)

If the Parties have agreed on a sample Product to be made, or if the content of the Quotation so provides, the Contractor shall produce the sample Product by the deadline specified in the Quotation, which the Customer shall either accept or return to the Contractor with comments. In the event that the Customer requests changes to the sample Product, it shall return the sample Product to the Contractor with its comments. A new sample shall be made by the Contractor at the Contractor's expense once only; repeated changes to the sample may be made by the Contractor against an additional charge based on a modified Quotation. (4.8.)

Upon acceptance of the sample by the Customer (if a sample is to be made), the Contractor shall start production of the Product, if the conditions set out in clause 5 of these GTC have been met. (4.9.)

If a sample is not to be produced, the Contractor shall start production of the Product immediately after the conclusion of the Contract, if the conditions set out in clause 5 of these GTC have been met. (4.10.)

After the manufacture of the Products, the Contractor shall send an invoice and the packing list of the manufactured Products to the Customer and start the delivery process in accordance with the Quotation. (4.11.)

The Contractor's remuneration shall be the price or amount set out in the Quotation. (5.1.)

The Customer shall be obliged to pay the Contractor's remuneration in advance or in part advance. In the absence of an agreement to the contrary, the Customer shall pay 50% of the Contractor's remuneration in advance and the remaining 50% upon delivery of the Product. (5.2.)

The following additional costs may also be included in the remuneration of the Contractor in accordance with the Quotation: (5.3.)

• postal or courier charges arising in connection with the delivery of the Product;
• costs incurred by the Contractor in correcting errors in the data provided by the Customer.

The Customer shall pay the amount of the Contractor's remuneration by bank transfer to the Contractor's bank account number provided by the Contractor. The payment is considered completed at the moment when the amount is credited to the Contractor's bank account. (5.4.)

Until the Contractor's remuneration is paid in full by the Customer, the Contractor shall not be obliged to commence or continue the manufacture of the Product or to deliver the manufactured Products to the Customer. (5.5.)

If the Customer has already made a payment, but wishes to withdraw from the Contract or terminate it on a ground other than those provided for in these GTC for the Contractor's liability, the Contractor shall not be obliged to refund the amount already paid, but shall make the Products available to the Customer produced up to the date of the receipt of the declaration of withdrawal or termination. In the event that the amount already paid exceeds the amount of the Products available to the Customer as at the date of receipt of the declaration of withdrawal or termination, the Contractor shall refund the excess, but in such a case shall be entitled to compensation for damages in accordance with the provisions of clause 9 of these GTC. (5.6.)

If the Contractor has given the Customer a deadline for payment, which the Customer fails to comply with, the Contractor may terminate the Contract with immediate effect. In such a case, clause 5.6. of these GTC shall apply accordingly. (5.7.)

The Contractor shall send an invoice to the Customer, whether in electronic or paper form, after receipt of the payment. (5.8.)

The Contractor hereby expressly draws the Customer's attention to the fact that, as a matter of principle, it shall request payment for the Products ordered by the Customer in advance. (5.9.)

The Contractor shall carry out its manufacturing duties based on the designs or patterns provided by the Customer; or prepared by the Contractor and approved by the Customer. (6.1.)

The Customer shall not be entitled to unilaterally amend the design or patterns provided or approved by itself or any other terms and conditions set out in the Quotation (e.g., technological requirements, number of items). If the Customer intends to amend the design, patterns, or other terms and conditions of the Quotation, the Costumer shall notify the Contractor of its request for amendment. The Contractor shall be entitled to decide independently whether to accept to carry out the duty in addition to the amendments based on the request for amendment. If the Contractor undertakes to carry out the duty in addition to the amendment, the Contractor shall be entitled to claim against the Costumer its costs, expenses, and damages incurred in connection with the modifications. If, for any reason, the Contractor does not undertake to perform the duty under the terms and conditions based on the requests for amendment, the Contractor shall be entitled to terminate this Contract with immediate effect, in which case the Customer shall pay the Contractor the remuneration for its work performed and the costs and expenses incurred up to the date of termination. (6.2.)

If the patterns or designs are provided by the Customer, the Customer shall be responsible for ensuring that the patterns or designs of the Product are free from defects and feasible. The Contractor shall not be responsible for whether the Product manufactured in accordance with the patterns or designs provided by the Customer may actually be usable for the purpose intended by the Customer or whether it complies with the Customer's prior expectations. (6.3.)

The Contractor shall manufacture the Product in accordance with any quality requirements that may be determined in the Quotation. In the absence of determination of any specific quality requirements in the Quotation, the Contractor shall perform its activities pursuant to quality requirements that are considered to be general on the market, the relevant professional specifications, and generally accepted market standards. (6.4.)

The Customer is obligated to accept early performance by the Contractor compared to the deadline for performance set out in the Quotation. (6.5.)

If the Customer gives inappropriate or unprofessional instructions, the Contractor is required to notify the Customer. If the Customer maintains its instructions despite the notification, the Contractor may withdraw from the Contract or may carry out the duty pursuant to the Customer's instructions at the Customer's risk. The Contractor shall deny performing the instruction if its execution may lead to a breach of the law or an authority decision or endanger the person or asset of others. (6.6.)

Unless otherwise determined in the Quotation, the Contractor shall supply the manufactured Product to the delivery address indicated in the Quotation. (7.1.)

The Contractor shall supply the Product to the Customer within the delivery period stipulated in the Quotation, with that the Contractor is entitled to early performance. (7.2.)

The Customer shall pay a delivery fee for the supply, the amount of which is set out in the Quotation and the payment of which shall be governed by the provisions of Clause No. 5 mutatis mutandis. (7.3.)

The Customer shall not unilaterally amend the terms and conditions of the supply set out in the Quotation; such amendment may only be made by mutual agreement of the Parties. If the Parties amend the terms and conditions of the supply by mutual agreement at the Customer's initiative, the Customer shall pay the Contractor the additional costs and expenses arising from the amendment of the terms and conditions of the supply. (7.4.)

The Customer is obligated to take over the Product at the delivery time and place indicated. If the Customer designates or empowers a third party to take over the Product, the Customer shall ensure that the third party takes over the Product at the delivery time and place indicated. (7.5.)

The risk of damage shall be borne by the Customer from the time of taking over the Product to the Customer or to a third party designated or empowered by the Customer. (7.6.)

If, from the Customer's standpoint, the Product is defective or incomplete, the Customer shall notify the contact person designated by the Contractor within 3 days at the latest by email, in which case the Parties shall proceed as provided in Clause 8.2. (7.7.)

If a supply possibly contains defective or incomplete Product items, the Customer shall not be entitled to deny taking over the entire supply. The Customer is obligated to take over the Products in the supply that are free from defects. (7.8.)

If the Customer fails to notify the Contractor of a defect or incompletion at the time of taking over the Product, the Contractor shall only be responsible for the defect or incompletion of the Product if (7.9.)

• the defect or incompletion was already present at the time of takeover, and
• the defect or incompletion was not recognizable at the time of takeover.

If the Customer (or a person designated or empowered by the Customer) unduly denies taking over the Product or does not take over the Product at the time and place of delivery for any reason, the Customer shall be responsible for paying the Contractor for all costs, expenses, and damages incurred by the Contractor in connection with the transport and storage of the Product in addition to the remuneration of the Contractor. (7.10.)

Conditions of guarantee (8.1.)

The Customer's duties are selecting the exact type and quality of the base material used for the Product and the color of the Product. The Customer acknowledges that the appearance (including color) of the base material in a photograph, visual design, online interface, or other electronic database does not fully reflect the actual (genuine) quality, characteristics, and appearance of the base material. In addition, the actual appearance of the text, logo, and other artwork to be placed on the Product may differ from the appearance depicted in the visual design. The Customer acknowledges and agrees that it shall not be considered a defect in the Product if the Contractor has used the base material and color chosen by the Customer or has manufactured the Product in accordance with the visual design, but the actual quality, characteristics, or appearance of the Product does not comply with the Customer's prior expectations. (8.1.1.)

The Customer acknowledges and agrees that it shall not be considered defective performance by the Contractor if the size of up to 10% of the Products in the supply according to the order deviates from the size stipulated in the Quotation. In this case the Customer may not refer to defective performance of the Contractor and may not enforce any rights of guarantee. (8.1.2.)

The Customer acknowledges and agrees that:

• – the Product may only be washed turned inside out at a maximum temperature of 30°C,
• – the Product may only be washed with fabrics of similar color,
• – the Product cannot be cleaned with bleach,
• – the Product may not be tumble dried,
• – the imprint on the Product cannot be ironed.

Damage or defects resulting from a breach of the above provisions shall not constitute defective performance of the Contractor. (8.1.3.)

Enforcement of guarantee claims (8.2.)

If the Customer's standpoint is that the Product is defective or incomplete and the Contractor is responsible for this, the Customer is obligated to notify the Contractor within 3 days by email. The Customer must send its notification of defective or incomplete performance in such a way that the Contractor may investigate the reported failure and determine the cause of the failure. In order to this, the Customer shall describe the defect or incompletion in sufficient detail in the notification and, if justified or expedient, attach a photograph or video of the defect or incompletion. (8.2.1.)

The Contractor shall investigate the Customer's complaint as soon as possible, but not later than within 5 days after the notification, and inform the Customer of its standpoint on the defective performance. If the Contractor acknowledges that its performance was defective or incomplete, it shall at the same time immediately notify the Customer of the date, within a maximum of 30 days, by which the Contractor shall comply with its obligation to replace or repair the defective Product or to remedy the incompletion. (8.2.2.)

Customer's guarantee (8.3.)

The Customer is obligated to provide the Contractor with all text, design, logos, images, and other visual material to be placed on the Products. (8.3.1.)

The Customer guaranteed that the graphic materials, texts, designs, logos, images, or photographs provided to the Contractor do not infringe on the personal rights of third parties or that third parties do not have any other rights that exclude or restrict their use, in particular that they are not protected by copyright or trademark of a third party, or that the Customer has obtained the necessary authorization and consent for their use from the rightful owner. The Customer is obligated to reimburse the Contractor regarding all claims, demands, fines, or other fees, costs, and damages incurred by third parties or public authorities against the Contractor as the manufacturer of the Product for infringement of any rights pursuant to this Clause. (8.3.2.)

If the Customer qualifies as a consumer pursuant to Section 8:1 subparagraph (1) point 3 of Act V of 2013 on the Civil Code, the provisions of Clause 9 shall also govern the Contract concluded with the Customer, and the other provisions of the GTC shall apply to the Customer with the deviations set out in Clause 9. (9.1.)

A Contract concluded with someone who qualifies as a consumer shall be considered a distance contract. (9.2.)

The Contractor hereby informs the Customer, who qualifies as a consumer, that pursuant to Section 29 subparagraph (1) c) of Government Decree No. 45/2014. (II. 26.) on the detailed regulations for contracts between consumers and companies, the Costumer, who qualifies as a consumer shall not be entitled to the right of withdrawal without cause within the 14 days, having regard that the Product is not a prefabricated product but was produced based on the Customer's, who qualifies as a consumer, instructions or its express request, or rather was clearly personalized to the Costumer, who qualifies as a consumer. (9.3.)

The Customer, who qualifies as a consumer, acknowledges that the acceptance of the Quotation shall create a payment obligation for its side. (9.4.)

Handling of complaints (9.5.)

If a complaint of the Customer, who qualifies as a consumer, has arisen regarding the Contractor's activities, the Customer may submit the complaint to the Contractor at the contact details set out in Clause 3. (9.5.1.)

The Contractor shall immediately investigate the oral complaint and, if possible, rectify it. If the Costumer, who qualifies as a consumer, disagrees with the handling of the complaint or if it is not possible to investigate the complaint immediately, the Contractor shall immediately take a record of the complaint with its standpoint and send a copy of the record to the Customer, who qualifies as a consumer, no later than the time of its substantive reply. The record of the complaint includes the following:

• – name and address of the Customer, who qualifies as a consumer,
• – the place, time, and means in which the complaint was submitted,
• – a detailed description of the complaint, a list of the papers, documents, and other evidence provided by the Customer, who qualifies as a consumer,
• – a statement by the Contractor on its standpoint regarding the complaint of the Customer, who qualifies as a consumer, if an immediate investigation of the complaint is possible,
• – the signature of the person who took the record,
• – the place and time when the record was made,
• – in the case of an oral complaint by telephone, the unique identification number of the complaint. (9.5.2.)

The Contractor shall assign a unique identification number to any oral complaint made by telephone. (9.5.3.)

The Contractor shall reply to the written complaint within 30 days of receipt and shall act for its communication. The Contractor must give reasons for its standpoint in case of rejection of the complaint. If the complaint is received by post, the Contractor shall communicate its standpoint by post; if the complaint is received by e-mail, the Contractor shall communicate its standpoint by e-mail. (9.5.4.)

The Contractor may ignore the investigation of a repeated complaint with the same content as the previous complaint that has been answered in substance, made by the same Customer, who qualifies as a consumer, but which does not contain new information, as well as a complaint made by an unidentified person. (9.5.5.)

The Contractor is obligated to keep the record of the complaint and a copy of the reply for 3 years. (9.5.6.)

If the Contractor rejects the complaint, the Contractor shall inform the Customer, who qualifies as a consumer, in its reply of the authority or conciliation body to which the complaint may be submitted, depending on its nature. The information shall also include the seat, telephone and internet contact details, and the postal address of the competent authority or conciliation body of the consumer's domicile or place of residence. The information shall also indicate whether the Contractor has made a general declaration of submission to the conciliation body. (9.5.7.)

The contact details of the competent territorial conciliation bodies are to be found in Annex No. 1 of the GTC. (9.5.8.)

The Customer, who qualifies as a consumer, also has the opportunity to use the online dispute resolution platform established by the European Commission, which is available at the following link (9.5.9.):

https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN

The Customer, who qualifies as a consumer, is also entitled to initiate consumer protection proceedings with the consumer protection authority if, regarding the Customer's standpoint, the Contractor has breached its obligations in relation to consumer protection. The contact details of the government offices acting as consumer protection authorities are to be found through the link below (9.5.10.):

https://fogyasztovedelem.kormany.hu/#/fogyasztovedelmi_hatosag

In addition, the Customer, who qualifies as a consumer, may also enforce its claims arising from the Contract by legal action before a court, pursuant to the provisions of Act CXXX of 2016 on the Code of Civil Procedure. (9.5.11.)

The Contractor shall be subject to performance warranty and product warranty obligations in respect of the Product, of which the Contractor informs the Customer, who qualifies as a consumer, set out in Annex No. 2 of the GTC. (9.6.)

The Contract between the Parties shall enter into force on the date of acceptance of the Quotation. (10.1.)

Having regard to the fact that the duties under the Contract must be performed within the deadline determined in the Quotation, the Contract shall terminate without any further legal declaration if both Parties have fulfilled their contractual obligations. (10.2.)

Having regard to the fact that the Contract is concluded for a definite period, neither party shall be entitled to terminate the Contract without cause ("ordinary termination"). (10.3.)

Either Party shall be entitled to terminate the Contract immediately in writing in the event of a serious breach of contract by the other Party (termination with immediate effect). Prior to termination with immediate effect, the Party in breach of contract shall be given at least 8 days' written notice to cease, remedy, or eliminate the cause of the breach of contract, if this is possible in view of the nature of the serious breach of contract. Termination with immediate effect may only be given from the day after the expiry of the minimum period of 8 days without result. The Party shall give written reasons for termination with immediate effect. The only grounds for termination shall be that the Party has not ceased, remedied, or eliminated the cause of the serious breach of contract notified in the prior notice within the 8-day period. If the serious breach of contract, because of its nature, cannot be ceased or remedied, or its cause cannot be eliminated, the Contract may be terminated, without prior notice, by giving written, reasoned notice of termination with immediate effect. (10.4.)

A serious breach of a substantive obligation under the Contract or a serious breach of a provision of law relevant to the cooperation of the Parties shall be considered a serious breach of the Contract. A serious breach of contract shall be determined in particular, but not exclusively, if (10.5.):

• – the Customer is in default of any payment obligation under the Contract for more than 15 days,
• – the Customer fails to take over the Products at the specified delivery time and delivery address,
• – the Customer denies taking over the Product without defect.

The Parties shall keep all data and information of which they become aware of each other under the Contract as trade secrets pursuant to Act LIV of 2018 on Trade Secret and shall not transmit them to third parties, utilize them, or otherwise disclose them to public. The obligation of confidentiality shall survive the termination of the Contract for an indefinite period. (11.1.)

The Party who learned the trade secret undertakes to comply with the following conditions from the date of communication of the trade secret to the Party:

• not use the trade secret of the entitled person for any purpose other than that determined in the Contract;
• share the trade secret of the entitled person only with persons within its own organization who need to know that trade secret in order to perform their duties in relation to the purpose specified above and who are bound by the same obligation of confidentiality as the person who learned the trade secret,
• keep the entitled person's trade secrets confidential, treat them confidentially, in the same manner and with the same care as it would its own confidential information, but at least to a reasonable standard of care;
• not disclose to public, communicate or divulge to third parties the trade secrets of the entitled person without the prior written consent of the entitled person; and
• the person who learned the trade secret will be responsible for any breach of confidentiality committed by any person they engaged for the purpose of performing. (11.2.)

Confidentiality undertakings may not be unilaterally waived, revoked or repealed in any form by the Party who learned the trade secret. (11.3.)

The Contractor also processes personal data in connection with the performance of the Contract. (12.1.)

The Contractor informs the data subjects about the data processing carried out by the Contractor, as well as about the information related to the data processing, the rights, and the obligations of the data subjects in a separate Privacy Policy. (12.2.)

The Contractor publishes the Privacy Policy on its website. (12.3.)

The Quotation sent by the Contractor contains a link directly to the GTC in force at all times. The GTC are also available to anyone on the Contractor's website. (13.1.)

The Customer shall review the GTC and interpret its provisions before accepting the Quotation. By accepting the Quotation, the Customer declares to have learned and interpreted the content of the GTC, and accepts its provisions. (13.2.)

The Contractor may unilaterally amend the GTC. The amendment of the GTC shall not affect any Contract already concluded; the Contract shall always be governed by the GTC in force at the time of acceptance of the Quotation. (13.3.)

The Customer acknowledges and agrees that by concluding the Contract, the Customer gives its consent to the Contractor to use the name of the Customer and the Product (including the logo, inscription, design, pattern, and illustration used on the Product) on its website, social media sites, and advertising and to refer to them as references. (14.1.)

By accepting the GTC, the person acting on behalf of the Customer declares that he/she is authorized to act and undertake obligations in the name and on behalf of the Customer and is also authorized to accept the Quotation and conclude the Contract in the name and on behalf of the Customer. By accepting the GTC, the person acting on behalf of the Customer further declares that the data (including the EU VAT number) provided by this person for the conclusion of the Contract are indeed the Customer's data and that the data are accurate and complete. The Customer is solely responsible for any damages and costs arising from any untruth or inaccuracy in the data provided by the Customer (or by any person acting in its name). (14.2.)

The Contract shall not be constituted a written contract, it is not recorded by the Contractor and is not subsequently accessible. The data of the Contract (and the Quotation) may be amended until the acceptance of the Quotation, by sending electronic mail to the Contractor. The language of the Contract shall be English/Hungarian, and communication between the Parties during the performance of the Contract shall be in English/Hungarian. (14.3.)

The legal relationship between the Parties and the Contract shall be governed by the Hungarian legislation. (14.4.)

In connection with the conclusion, amendment, performance, and termination of the Contract, as well as during the enforcement of claims arising from the Contract, communications by simple e-mail shall also be considered in writing. (14.5.)

In the application of the Contract, it shall be considered to have been communicated in writing (14.6.):

• – a letter sent by official post with acknowledgment of receipt to the registered seat of the Party, on the date of attempted delivery, if the addressee denies accepting delivery or the letter is returned from the official post marked "delivery denied", "moved" or "addressee unknown",
• – a letter sent by official post with acknowledgment of receipt to the registered seat of the Party, on the date of the second attempted delivery, if the letter was returned from the official post marked "not sought",
• – messages sent by electronic means on the first working day following the date of receipt by the addressee's e-mail account.