The following general terms and conditions (hereinafter referred to as “GTC”) apply to all contracts concluded between

sway Sports & Health Korlátolt Felelősségű Társaság
(a Limited Liability Company)
registered seat: 1222 Budapest, Huszár utca 26.
company registration number: Cg.01-09-425500
tax ID: 32464713-2-43

(hereinafter referred to as “sway Sports & Health”)

and the buyer (hereinafter referred to as “Customer”) for the products of sway Sports & Health and for any subsequent orders under the terms and conditions in effect at the time of ordering.

The GTC are available at any time on the sway Sports & Health website at sway-group.com/terms-and-conditions.

Any contrary or additional general terms and conditions shall not become part of the contract, even if known, unless sway Sports & Health has expressly agreed to their application in writing. The provisions of these GTC apply as a framework agreement to all further legal transactions between sway Sports & Health and the Customer.

Conclusion of the contract

sway Sports & Health’s offers are non-binding with regard to price, quantity, delivery date and delivery possibility.

The information contained in catalogues, brochures and the like is for information purposes only and shall only be binding on the content of the contract if expressly confirmed by sway Sports & Health in the order confirmation.

The contract shall be deemed to be concluded when sway Sports & Health has sent the written order confirmation by e-mail or, in the absence of confirmation, actually carries out the delivery. Any amendments or additions to the contract shall be valid only if confirmed in writing by sway Sports & Health.

Minor changes in the performance of the contract

Minor and objectively justified modifications or deviations to the contractual service are considered acceptable to the Customer. This applies in particular to deviations due to the nature of the goods (e.g. dimensions, colours, structure, etc.).

Prices and costs

Prices quoted in price lists, advertising material, on the website or similar places are not binding and are subject to change by sway Sports & Health.

Quotations shall become binding when confirmed in writing by sway Sports & Health specifying the scope of services. Deliveries or services exceeding the scope of services may be invoiced separately by sway Sports & Health.

Unless otherwise agreed in writing, prices are exclusive of customs duties, packaging, loading and transport costs. If carriage paid delivery has been agreed, prices do not include unloading and carriage.

All other fees, taxes and charges related to the contract shall also be borne by the Customer.

Payment terms

Unless otherwise agreed in writing between the parties, the final invoice amount (net price plus VAT, packaging, loading and delivery costs) is due within 14 days of the date of the invoice.

In the case of partial invoicing, the corresponding instalments are due upon receipt of the relevant invoice. This shall also apply to settlement amounts arising from subsequent deliveries or other arrangements in excess of the original final amount, irrespective of the payment terms agreed for the main delivery.

Payments must be made by bank transfer to the bank account of sway Sports & Health in the currency indicated on the invoice, on time and without deduction. The date of payment shall be the date of crediting the bank account of sway Sports & Health.

sway Sports & Health reserves the right to use the payments to settle the oldest invoice items and the accrued interest and late payment charges on them, in the following order: charges, interest, principal.

If the Customer is in default of payment, sway Sports & Health shall be entitled

• to postpone the performance of its obligations until the late payments or other services have been provided;
• to demand a reasonable extension of the delivery time;
• to declare the entire outstanding balance of the purchase price due (withdrawal of the deferred payment or instalment facility);
• to charge default interest in accordance with Section 6:155 of Act V of 2013 on the Civil Code (Civil Code);
• to charge costs incurred by third parties (in particular lawyers) in connection with notices, collection and investigation, where such costs were reasonable and useful for the proper enforcement of the rights;
• and to withdraw from the contract within a reasonable period.

Delivery and delay

Any delivery dates or delivery windows stated in the order confirmation or elsewhere by sway Sports & Health or accepted without objection are for information purposes only and are not binding on sway Sports & Health unless expressly declared binding by the parties.

sway Sports & Health will always endeavour to deliver as quickly as possible. sway Sports & Health reserves the right to make partial deliveries for products which, for reasons of raw materials or production, can only be temporarily produced or delivered in limited quantities.

If the parties have agreed on a delivery period fixed in writing, the Customer shall have the right to withdraw from the contract after the agreed delivery period has been exceeded, by setting a four-week grace period. The withdrawal must be notified in writing and signed by the Customer.

If the delivery is delayed due to force majeure circumstances at sway Sports & Health, sway Sports & Health will provide a reasonable extension of the delivery time. Force majeure shall be deemed to include, in particular, strikes, lock-outs, intervention by public authorities, shortages of energy and raw materials, delivery bottlenecks due to circumstances beyond the control of sway Sports & Health, operational obstacles beyond the control of sway Sports & Health, such as fire, water and machine damage, and any other unforeseeable obstacles which are not objectively attributable to the fault of sway Sports & Health.

If the Customer is late in taking delivery, the service shall be deemed to have been completed and sway Sports & Health shall be entitled to store the ordered goods at the Customer’s expense.

Performance and risk transfer

The use and the risk shall pass to the Customer when the object of delivery leaves sway Sports & Health’s factory or warehouse or is stored in accordance with clause 6.5, irrespective of the payment terms agreed for the delivery or service.

If the parties have agreed on delivery on call, sway Sports & Health may consider the goods to be called off after one year from the date of the order and in this case may claim the due performance of the Customer.

Any additional services not reserved by sway Sports & Health in the order confirmation and which are necessary for the performance of the contract shall be provided by the Customer at its own expense.

Retention of title, assignment of claims, retention of payment

The goods remain the property of sway Sports & Health until the purchase price and all related costs and expenses have been paid in full. The Customer shall take care of the goods during the period of retention of title.

In order to ensure that sway Sports & Health’s retention of title is enforceable against third parties, sway Sports & Health shall ensure that the fact of the retention of title is entered in the collateral register. The cost of the entry of the retention of title in the collateral register shall be borne by the Customer. sway Sports & Health shall indicate the cost of the entry of the retention of title in the collateral register as a separate item in its invoice.

Any failure to register the fact of retention of title in the collateral register shall not affect the validity of the retention of title as between the parties.

The products shall be stored separately by the Customer until they are processed in the course of its economic activity, clearly marked to indicate sway Sports & Health as the owner. If the Customer fails to pay sway Sports & Health the full price of the products within the time limit set out in the contract, the Customer shall return the unprocessed products to sway Sports & Health at its own expense at the time requested by sway Sports & Health. sway Sports & Health may, at its option and at the Customer’s expense, return the products itself during the Customer’s normal business hours without undue disruption to the Customer’s business. The Customer shall co-operate with sway Sports & Health to this end by providing access to its premises and shall hand over the products and provide the necessary assistance to load the products.

If the products to which the retention of title relates are processed, transformed, combined or mixed by the Customer, the new item shall be jointly owned by the parties until full payment of the consideration for the products to which it relates. sway Sports & Health shall be entitled to ownership of the new item in proportion to the value of the products forming part of the new item.

The Customer may sell the new item in a commercial transaction, in which case by entering into the agreement it assigns to sway Sports & Health its claim against third parties arising from the sale of the jointly owned new item, together with all ancillary rights and security, in proportion to sway Sports & Health’s share of the jointly owned property. sway Sports & Health accepts the assignment. The Customer shall be entitled to collect the assigned claims even after the assignment. sway Sports & Health’s right to collect the assigned claims itself shall not be affected. However, sway Sports & Health undertakes not to collect the assigned claims until the Customer has fulfilled its payment and other obligations towards it under the contract.

sway Sports & Health may request the Customer to name the assigned claims and their debtors, to provide all information necessary for collection, to hand over the necessary documents and to inform the debtors of the fact of assignment.

At sway Sports & Health’s request, the Customer shall inform sway Sports & Health of the whereabouts of the products, whether they have been processed and the assigned claims, allow sway Sports & Health to inspect its books and provide sway Sports & Health with the relevant documents.

In the event of resale of the goods, the Customer assigns to sway Sports & Health, upon conclusion of the contract, its claims against third parties, together with all ancillary rights and securities, until the claims of sway Sports & Health have been settled in full, up to the amount of the claims outstanding at any given time. At the request of sway Sports & Health, the Customer shall name its own customers, provide sway Sports & Health with all information necessary for collection, provide sway Sports & Health with the necessary documents and inform its debtors of the assignment in due time. The assignment shall be entered by the Customer in its books of account, in particular in the list of open items, and shall be made visible to its own customers on delivery notes, invoices, etc.

If the Customer is in arrears with payments to sway Sports & Health, the Customer must set aside the proceeds of its sales and apply them to the settlement of the outstanding debt to sway Sports & Health. The Customer shall assign any claims it may have against insurance companies to sway Sports & Health in accordance with the provisions of the insurance contracts. Claims against sway Sports & Health may not be assigned without the express consent of sway Sports & Health.

The Customer is entitled to withhold payment only for defects expressly acknowledged by sway Sports & Health or established by a court of law, but only up to a reasonable proportion of the gross invoice amount. In all other respects, set-off and retention are excluded.

The Customer shall compensate sway Sports & Health for all damages and costs resulting from the breach of these obligations and from the necessary intervention measures against third parties’ access to the goods.

Compensation, product liability, warranty

Compensation for breach of contractual obligations shall be paid in accordance with the statutory conditions. The claim for compensation must be brought before a court within 5 years of the date on which the damage and the person who caused it became known to them, otherwise it shall be time-barred. The following limitations of liability apply:

sway Sports & Health shall be liable to the Customer for property damage in the event of intentional breach of contract, and in the event of damage to human life, physical integrity or health.

The total liability of sway Sports & Health under this contract is limited to the price of the goods which are the subject of the claim, insofar as this is actually covered by sway Sports & Health’s insurance claim.

sway Sports & Health is not liable for consequential damages, purely financial losses, loss of profit, loss of interest and damages arising from third party claims against the Customer.

sway Sports & Health shall not be liable for minor deviations from the agreed specification or for only minor limitations of the applicability of the ordered goods as set out in Clause 3.

sway Sports & Health shall not be liable for any damage resulting from incorrect installation or use, misuse, negligence or any cause other than the intended use of the goods.

All instructions on the packaging and inserts must be followed. sway Sports & Health accepts no liability for any use and/or handling other than in accordance with these instructions. Furthermore, sway Sports & Health accepts no liability for slight negligence or loss of profit, except in the case of injury to life, physical integrity or health.

The Customer is entitled to a statutory warranty. The duration of this right is 1 year from the date of receipt of the goods. If the replacement or repair is not possible (impossible, disproportionate effort or cost, unreasonable, delay, etc.), the Customer is entitled to a price reduction or, if the defect is not minor, to withdraw from the contract (rescission). No warranty rights apply in the case of minor changes in performance as referred to in Clause 3.

The goods must be inspected for defects within a reasonable time after receipt of the goods and any defects must be reported in writing and accurately within one week of receipt of the goods; otherwise the warranty claim will be excluded. Hidden defects must be reported in writing and specified within one week of discovery. Timely dispatch is sufficient to meet the deadline. The Customer shall bear the full burden of proof with regard to all claims, in particular with regard to the defect itself, the time of discovery of the defect and the timeliness of the claim.

Choice of law, place of jurisdiction

The contract shall be governed by Hungarian law. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The language of the contract is Hungarian.

All disputes arising directly or indirectly from the contract between sway Sports & Health and the Customer shall be settled by the Central District Court of Buda and the Székesfehérvár Regional Court, depending on their jurisdiction.

Data protection, change of address and copyright

The Customer agrees that the personal data included in the sales contract may be stored and processed by sway Sports & Health in an automated way for the purpose of fulfilling the contract. The Customer is obliged to inform sway Sports & Health of any change of address or business address until the contractual transaction has been fully performed by both parties. In the event of failure to notify, the statements shall be deemed to have been served even if they were sent to the last known address. All logos, designs, catalogues, brochures, illustrations and the like shall always remain the intellectual property of sway Sports & Health; unless otherwise agreed, the Customer shall not be granted any right to use or exploit them in any way.

Further information on the processing of personal data can be found at sway-group.com/privacy-policy.