General Terms and Conditions
General Terms and Conditions applied by the Hungarian Branch Office of Spiller Fruit Limited
for the sale and distribution of the product
I. Material, personal and temporal scope of the GTC
I.1. This contract form regulates the general terms and conditions of the sale and purchase relationship between the Hungarian Branch Office of Spiller Fruit Limited and the snack and plantain products represented and distributed by it within Hungary and the legal entity making an either one-time or recurring purchase.
I.2. The GTC enters into force for an unlimited time period on 24 December 2015 and is applicable to legal transactions entered into by and between the Contracting Parties on the effective date and thereafter.
II.1. For the purposes of these General Terms and Conditions
Individual sale and purchase agreement (actual purchase): the legal transaction qualifying as being written an concluded between the Seller and the Buyer in Hungarian language as a result of the finalization of the order, in addition to sending the confirmation of the Seller, and containing the GTC as in force from time to time as an inseparable annex;
Seller: Hungarian Branch Office of Spiller Fruit Limited (registered seat: 1046 Budapest, Klauzál utca 9.; company registration number: Cg. 01-17-000911; tax identification number: 25276543-2-41; executive officer: Gábor Sebestyén, Head of Branch Office);
TORTOLINES website: the internet site (website) under the domain name of www.tortolines.hu and operated by the Seller;
Contracting Parties: the combined designation of the Seller and of the legal entity who enters into the individual sale and purchase agreement as Buyer;
Service: transfer of seller’s ownership of the finished products that can be ordered on the website of the Seller to the Buyer, against the full purchase price, and packaging and delivering the goods;
Product: articles marketed by the Seller and disclosed with an invitation to tender for purchase on the TORTOLINES website;
Purchase price: consideration for the Services to be provided by the Seller pursuant to the Individual sale and purchase agreement;
Buyer: every natural person or legal entity, under the Hungarian law in force, and other legal entity without legal personality, who (which) purchases the product of the Seller online by using the TORTOLINES website;
Web-office: user interface reserved for the Buyer on the TORTOLINES website and containing the delivery address, latest orders, actual loyalty discounts and recommendations.
III. Supplementary rules
III.1. Unless otherwise provided for by the GTC and the Individual sale and purchase agreement, any deadline specified in respect of the sale and purchase relationship of the Seller and the Buyer is calculated in calendar days and its expiry may be on free, non-working and holidays as well.
III.2. Contracting Parties shall send their declarations with legal effect (e.g. withdrawal, etc.) to the registered seat of the Seller and to the address in the contract details of the delivery data given by the Buyer at the time of buying. Declarations with legal effect and received at addresses differing from the foregoing shall not be treated as valid declarations.
III.3. By accepting the GTC, the Buyer assumes the obligation not to effect any modifications with legal effect in its delivery data pertaining to the particular purchase after the conclusion of the Individual sale and purchase agreement. Buyer shall bear exclusive responsibility for damages, extra costs or other disadvantages arising from the infringement hereof. The obligation to disclose data changes applies to the Seller in respect of the data specified in Clause II.1(b) only, and it fulfills that by effecting the relevant modification of the General Terms and Conditions.
III.4. Any declaration with legal effect disclosed to the Buyer to the applicable address by way of registered mail is to be considered as duly delivered (a) on the 5th (fifth) day if mailed in Hungary, (b) on the 10th (tenth) day in any other European country, (c) on the 20th (twentieth) day for countries outside Europe after mailing (presumption of service). Applicability of a particular address is to be considered pursuant to Clauses III.2–III.3. The Seller does not bear any responsibility for damages (other disadvantages) arising from the presumption of service in respect of the Buyer.
III.5. By virtue of its obligation of mitigation, the Buyer shall immediately notify the Seller if any of the communications it is expecting from the Seller never arrives to it or arrives at an improper time.
III.6. Issues not regulated in the Individual sale and purchase agreement or in the General Terms and Conditions and disputes arising from the contract relationship are primarily governed by the relevant provisions of Act V of 2013 on the Civil Code (hereinafter referred to as the Civil Code). The Contracting Parties further agree that if the Individual sale and purchase agreement and the GTC are also accepted in a language that is different from Hungarian, then they shall regard the Hungarian version of the agreement to be governing in case of language conflicts.
III.7. The Contracting Parties agree that they seek to resolve any legal disputes arising from the Individual sale and purchase agreement, including the General Terms and Conditions, therefore they are obliged to negotiate in case of any legal disputes. If their negotiation did not yield a result, then the Contracting Parties, except for consumer disputes, stipulate, with consideration of sections 62/F-62/H of Law-Decree No. 13 of 1979 on private international law, the exclusive jurisdiction of Hungary and the exclusive jurisdiction of the Buda Central District Court for civil litigation of property law cases, including consumer disputes, falling within the jurisdiction of district courts (consent jurisdiction).
IV. Process of conclusion, formalities and content of the individual sale and purchase agreement
Access to the seller’s service
IV.1. The Buyer can access the services of the Seller through the www.tortolines.hu website. The Buyer has the option to voluntarily register itself in advance on the home page of the TORTOLINES site, with the use of its own user name and password. If the Buyer does not perform the preliminary voluntarily registration, then the Seller will automatically register the Buyer with its data provided in the course of ordering products by means of the first individual sale and purchase agreement (actual purchase) and will notify the Buyer in an email about this. Following the preliminary voluntarily or automatic registration, the Buyer can access the bespoke user interface (i.e. equipped with a web-office, own data, etc.) by clicking on the ‘Enter’ button on the ‘Login’ part of the home page of the TORTOLINES website and entering its user name and password.
IV.2. The Buyer understands and irrevocably accepts that it may use any of the services of the Seller, due to its nature, if it has successfully done the preliminary registration related to the website, since without this it can not use the further functions on the website for accessing the services wanted. The Buyer hereby authorises the Seller to keep, store and handle data indispensable to registration and related thereto under Act CXII of 2011 on Informational Self-Determination and Freedom of Information.
IV.3. The Seller is entitled to delete abusively used user interfaces without notification, under the condition that it is not obliged to provide any Buyer who act like this (either in connection with buying or enforcing warranty claims) with the services, but it has to refund the Buyer the purchase price, reduced with costs already incurred but without late payment interest, already paid. The Seller is not obliged to provide compensation for damages arising from the deletion of the user interface as a result of improper exercising of rights by the Buyer. The Seller has exclusive powers to consider any conduct of the Buyer meeting the definition of abuse of rights as such. It is particularly considered as abusive exercise of rights if it may be unequivocally established that the original quality of a product has deteriorated from consumption due to opening.
IV.4. The Seller is not responsible for any direct or indirect damages arising from the use of the TORTOLINES website, thus everybody may use hints, ideas, concepts, recommendations at his or her own risk. The Seller is never responsible for disadvantages (e.g. unenforceability of loyalty discounts) resulting from forgetting or losing the user name or password necessary for logging into the TORTOLINES website. If the reason for hampered or cancelled access to the services of the Seller arises within the scope of interest of the Buyer, the Seller is not obliged to provide the Buyer with a new user interface, name or password. In addition, the Seller is not responsible for damages, losses, costs which arise from the use of the TORTOLINES website or that of the financial institution, the unusability, inadequate functioning, breakdown thereof, unauthorised modification of data by any person, and that are attributable to the delay of information transfer, computer virus, line or system failure or other similar reason.
IV.5. Identification and rectification of data entry errors by the Buyer and arising during buying, still before finalizing the order, may be performed by the proper use of he user interface.
Selecting the products
IV.6. The Buyer can select the products with the menu structure on the top of the user interface. The Seller offers only the finished products in the menu structure for buying. The Buyer understands that product prices indicated in the menu structure are not the same as the purchase price, they are only a part thereof. The Seller reserves the right to change product prices unilaterally under the condition that it is not entitled to change the purchase price of products bought to the detriment of the Buyer after the confirmation of a particular order of articles by the Buyer. The Seller may not suffer any disadvantage due to system errors resulting from electronic communication and changing orders, the so arising additional obligations are not borne by it. The Seller is entitled to cancel or change orders due to the foregoing reasons.
Purchasing (ordering products)
IV.7. With the proper use of the interface, the Buyer may collect the selected product articles into a package (the so-called “cart”) of multiple products. The Buyer is free to modify the content of the cart until order finalization, it does not bear any obligation to perform until this act resulting in contract conclusion. The Buyer may use the discount made available by the Tortolines Club points when it places the products into the cart at the latest. Loyalty discounts as in force from time to time and the rules for using them are included in the “Tortolines Club Loyalty Programme” located under the Frequently Asked Questions and disclosed on the TORTOLINES website.
IV.8. If the Buyer does not want to change the products in the cart (product group), then it may give effect to the order by pressing the button “Continue, I post the order” and by entering the delivery address first, then setting (selecting) the payment and delivery method, and by sending the optional remark (message). Then the Buyer may continue the ordering process with entering the shipping and billing data, then the codes of the various discount coupons, finally with accepting the GTC.
IV.9. The Buyer, after checking the data, may effectively launch the purchase by clicking on the icon “Finalization of the order”, by which it consents to receiving and processing the IT data set related to the purchase by the computer system of the Seller, and it further declares thereby to have fully familiarized itself with the content of the GTC as in force from time to time and accepts it as binding to it.
IV.10. When recording it, the Seller confirms the successful purchase first on the user surface then to the email address given during ordering. The fact of confirming the purchase does not mean any obstacle to the Seller to refuse the performance of its services for just cause by referring to the rules laid down in Clause IV.3.
IV.11. The Individual sale and purchase agreement [Clause II.1 (a)] between the Seller and the Buyer is concluded by sending the confirmation of the Seller and for the time period lasing until the receipt of the product by the Buyer, but for 30 days maximum. In conjunction with the conclusion of the Individual sale and purchase agreement, the Buyer expressly accepts that the finalization of the ordering of products establishes an obligation to pay the purchase price and to take over the product, pursuant to the selected payment and shipping options, at the same time.
IV.12. The Seller records the concluded individual sale and purchase agreement as an electronic dataset in its own database and it is made available also to the Buyer in the web-office under “Previous orders”.
IV.13. The individual sale and purchase agreement, and the GTC as its constituent, contains all the terms and conditions of the agreement between the Contracting Parties (entire agreement clause).
IV.14. In case of partial invalidity of the Individual sale and purchase agreement, the entire agreement is to become invalid if the Parties had not concluded it in the light of the changed content.
V. Components and fulfilment of the purchase price
The product price, the shipping fee and the packaging cost
V.1. The product price does not cover the consideration receivable for shipping the product articles, this is one of the constituent elements of the purchase price, hence is paid by its fulfilment. The Buyer shall pay shipping costs be it either home delivery by a parcel service or receipt at a so-called Pick Pack Point, save that it has bought at least one product under the Individual sale and purchase agreement with free shipping, as in this case no shipping costs at all are charged in the price of the products ordered together. Shipping costs include product packaging as well. Shipping costs as in force from time to time are included in the “Shipping-related questions” located under the Frequently Asked Questions and disclosed on the TORTOLINES website.
V.2. The Buyer indicates every element of the purchase price with taxes included on its internet site, and issues the relevant invoice accordingly, based on the billing data given by the Buyer while ordering the products.
Ways to fulfil the purchase price
V.3. Price of purchased products may be paid in one of the following methods of payment, and by finalizing the order the Buyer accepts that it does not have the option to perform under other conditions.
Buying with money transfer in advance
V.4. In case of buying with money transfer in advance, the Buyer remits the purchase price to the financial institution account of 16200010-10047688 maintained by the MAGNET Bank.
V.5. The Seller dispatches the product to the Buyer on the day when the full purchase price is credited on the bank account indicated in Clause V.4. before 12:00 CET.
V.6. The Buyer understands that the Seller is not in the position to influence the duration of crediting the transferred amount, wherefore the Seller is never responsible or obliged to indemnify and hold harmless due to any delaying money transfer.
Paying with an embossed bank card
V.7. In case of bank card payment, the Buyer is redirected from the “Cashier” on the user interface to the safe website of the PayPal system, where the purchase price is paid in effect.
V.8. In case of a successful payment, the website of the financial institution will guide the Buyer back to the user interface. Same happens in case of unsuccessful payment and the Buyer may reattempt the use of its bank card or may choose an other method of payment.
V.9. The financial institution of the Seller may accept only the following bank cards for paying the purchase price:
Cash on delivery purchase
V.10. In case of cash on delivery purchases, the Buyer assumes the obligation to pay the entire purchase price to the courier in cash at the same time when the product(s) are delivered and received, in an amount calculated in advance in the course of ordering the product(s).
Sofort – advance payment purchase
V.11. In case of Sofort – advance payment purchases, the Buyer is redirected from the “Cashier” on the user interface to the safe website of the Sofort Banking system, where the purchase price is paid in effect.
V.12. In case of a successful payment, the website of the financial institution will guide the Buyer back to the user interface. Same happens in case of unsuccessful payment and the Buyer may reattempt the use the Sofort system or may choose an other method of payment.
V.13. Clients of the following banks may pay the purchase price through the Sofort Banking system:
Az OTPay mobile payment
V.14. If the purchase price is paid by way of OTPay mobile payment transaction, the Buyer shares its cellphone number launching the OTPay phone application, then confirms the payment using the device.
V.15. The phone application is to inform the Buyer about successful payment. Same happens in case of unsuccessful payment and the Buyer may reattempt paying the purchase price through its phone or may choose an other method of payment.
V.16. OTPay cellphone application supports the following card types:
VI. Delivery, receipt of products, complaints
VI.1. Products purchased are delivered either by way of parcel service or receipt at a so-called Pick Pack Point. Delivery deadlines and other terms as in force from time to time, contact details of the parcel service and the so-called Pick Pack Points are included in the List of Shipping and Loyalty Conditions disclosed on the TORTOLINES website.
VI.2. The Buyer may chose home parcel delivery in every payment option, receipt at so-called Pick Pack Points however is only available in case of money transfer in advance or bank card payment.
VI.3. The parcel service as carrier notifies the Buyer without delay about the arrival of the product package. After receipt of the notification, the Buyer may dispose of the package. The courier delivers the product package to the shipping address given during the purchase basically between 0800 and 1700 on working days as the shipping fee covered by the purchase price may cover this basic surface. The Buyer has of course the option to consult the parcel service itself directly about the terms for delivering in a guaranteed narrowed period (e.g. before noontime), but the carrier charges a certain surcharge for this service and the Buyer must settle this with the courier when receiving the product.
VI.4. In case the product is picked up at a so called Pick Pack Point, the Seller sends an email notification to the email address given during ordering the products when the product package leaves the TORTOLINES warehouse to the preliminarily selected place of pickup (shop).
VI.5. If the delivery of the product package gets delayed or failed due to reasons falling within the scope of interest of the Buyer (e.g. false data have been given in the course of the purchase) or its conduct infringing the clause of foreseeability clause [Section 6:142 of the Civil Code], damages arising therefrom (extra costs, other disadvantages) are exclusively borne by the Buyer and the Seller bears no responsibility whatsoever towards the Buyer or any third person in relation therewith.
VI.6. The Buyer is obliged to check the content of the consignment item by item and in terms of quantity and quality at the time and place of receipt and to sign the delivery note (acknowledgement of receipt) in case of a contractual performance is provided by the Seller. The duly issued delivery note (acknowledgement of receipt) proves, until the contrary is proved, that the consignment and its package are intact and in a perfect condition at the time of receipt.
VI.7. After presuming any sort of defective performance the Buyer is obliged to inform the Seller without any delay through the contact details found on the TORTOLINES website under the Contact us menu. It qualifies as defective performance if the product package is damaged and the protocol in which the damages are recorded and ascertaining the fact of the damage or the consignment does not contain the product bought by the Buyer. The Buyer is not obliged to pay compensation for damages (extra costs, other disadvantages) arising from the late or missing notification of damages and the receipt of a defective (incomplete) product package.
VI.8. The risk of damage in respect of the product article sold is transferred from the Seller to the Buyer when Buyer takes possession of the product.
VI.9. If the Buyer has complains in conjunction with the product or the service of the Seller, then it may send that to any of the addresses given in the contact details under the Contact us menu on the TORTOLINES website or to the registered seat of the Seller as well. The Seller checks the complaints in their order or receipt but within 30 (thirty) days at the latest and notifies the Buyer about the result of its investigation in the same way as the complaint was notified. In case of complaint rejection the Buyer may refer to the supervisory bodies (e.g. the notary, to the Consumer Protection Inspectorate of the Government Office of Pest County) or the Court.
VII. Modification of the GTC, termination of the Individual sale and purchase agreement and prohibition of withdrawal
VII.1. The Seller is entitled to the right of unilateral modification of the GTC, particularly but not exclusively to protect the interests of its own and of its business partners.
VII.2. The Seller notifies the Buyer and its future contract partners in a separate communication in the footnote section of the TORTOLINES website if it exercises the foregoing forming power and about the changing Clauses within at least 8 (eight) days prior to the day on which the modified GTC enters into force.
VII.3. The individual sale and purchase agreement is fulfilled by the contractual performance of the service of the Seller and by the payment of the purchase price.
VII.4. Contracting Parties may terminate their individual legal transaction of selling and purchasing by common agreement. In that case the Parties do not owe any further services and are obliged to settle the accounts with each other in respect of the services performed prior to the termination.
VII.5. The Buyer may withdraw from the individual sale and purchase agreement without any justification for 14 (fourteen) days as from the receipt of the product package. The Buyer should mail its withdrawal including its bank account number as certified mail, return receipt requested to the registered seat of the Seller on the last date of the relevant time limit at the latest. The purchased product article and the original sales invoice are to be attached to the declaration with legal effect on the withdrawal. The duly issued withdrawal as sent with the required annexes dissolves the Individual sale and purchase agreement by its delivery to he Seller (by the establishment of the presumption of service) otherwise it does not qualify as a legally effective communication.
VII.6. The Buyer bears costs incurred in connection with returning the product due to exercising the right to withdraw. In addition, Buyer bears the risk of damages attributable to the imperfect packaging of the good and arising in the course of the return.
VII.7. The Seller is obliged to repay the Buyer the purchase price, which may be reduced for the written takeover of the costs of the return, within 30 (thirty) days as from the receipt of the withdrawal (establishment of the presumption of service), but it may also claim compensation for damages arising from the improper use of the goods.
VII.8. The Buyer is not entitled to the right to withdraw under Clause VII.5. if the nature of the product purchased makes the return impossible. The Contracting Parties mutually declare products the consistency, quantity, weight, volume or other net quantity expressed in any other physical indicator of which does not reach 30 (thirty) percent of the net quantity or quality of the original product when attached to the declaration with legal effect on the withdrawal to be such. The goods are also to be considered to be incapable of returning if the deterioration of the consistency or packaging of the product makes its origin to be unidentifiable.
VII.9. The Buyer is not entitled to withdraw from the Individual sale and purchase agreement by reference to any lapse of interest
if the Seller has refused to perform the service for a just cause [Clause IV.10];
for a delayed money transfer [Clause V.6.] or for the use of an unsuitable method or means of payment;
if it has submitted its order less than 4 (four) working days prior to the first day of a national or religious holiday, and it had wanted to get the products of the Seller specifically for the holidays [Clause VI.1.].
VII.10. In case the Buyer withdraws from the Individual sale and purchase agreement concerning the product package or a product falling under the so-called ‘3 + 1’ special offer, the right to withdraw may be enforced only for the entire package or for all the products collectively and uniformly in the promotion campaign. If any of the conditions in Clause VII.8. is met for any of the products in the product package or in the so-called ‘3 + 1’ special offer, then the Buyer may not exercise its right to withdraw either for the product package (products of the special offer) or for the separate individual products. The provisions hereof are applicable to each of the gifts spent by the Seller to the Buyer, if the gift is available for purchase on the TORTOLINES website.
VIII. Final provisions
VIII.1. The Buyer understands that pursuant to Section 29(e) of Government Decree no. 45/2014 (II. 26.) Korm. (hereinafter referred to as the Govt. Decree) it is not entitled to withdrawal under Section 20 of the Govt. Decree as regards snack products. The Seller still provides the Buyer with the right to withdraw defined in Clause VII.5.
VIII.2. The Seller informs the Buyer that it has completed the necessary protective measures on the server operated by the relevant service provider in order to protect data stored there, and continuously updates these measures in the course of the operations by applying the relevant encryption algorithms to protect data of the Buyer.
VIII.3. Service-related issues may be dealt with by contacting the customer service of the Seller either via telephone or (postal or electronic) mail. The Seller discloses contact details (mailing address, telephone number) to its customer service on its website. On top of the conventional contact points, the Seller provides an online mailing interface available to all on its website for administration. Seller investigates complaints received within 3 working days and notifies the Buyer about the outcomes, fulfilling its statutory obligation to provide information at the same time.
VIII.4. With a view to settle consumer disputes related to product quality, safety and the application of product liability rules and to contract conclusion and fulfilment in an amicable and extrajudicial fashion the Buyer may initiate a procedure at the arbitration board attached to the competent professional chamber of its place of domicile. Scope of competence of arbitration boards aligns to the scope of competence of the county chambers of commerce and industry (Section 20(5) of Act XLII of 2008).
Address of the Arbitration Board of Pest County (Pest Megyei Békéltető Testület): 1119 Budapest, Etele út 59-61. II. em. 240. Phone number: +36-1-269-0703. Mailing address: Pest Megyei Békéltető Testület 1364 Budapest, Pf.: 81. Its website may be accessed through the panaszrendezes.hu internet address.
VIII.5. The use of the TORTOLINES website does not require the availability of any special computer hardware, it may be accessed through the following operating systems and softwares: Windows XP or later, Linux, OS X, iOS, Android or Windows Phone operating system, or Internet Explorer (9 or later), Google Chrome, Mozilla Firefox, Opera or Safari browsers.