GENERAL TERMS AND CONDITIONS OF SALE – EINAR GATE WEBSHOP

updated 02 April, 2026

1. GENERAL CONDITIONS

These General Terms and Conditions apply exclusively to the purchase and delivery of Einar Gate camera hardware products (including embedded software) via the B2B web shop. Cloud-based services and mobile application packages are excluded and shall be governed by separate agreements.

Ordering hardware (“Product”) (including embedded software) from Adaptive Recognition SaaS Zrt. (“AR SaaS”) the customer (“Customer”) expressly acknowledges and accepts that the sales of a Product, licensing of a Software are governed by this General Terms and Conditions; special terms and conditions are valid only if AR SaaS and the Customer expressly agreed in a separate written agreement, and only those special terms and conditions are over-write the terms and conditions hereunder, which were expressly accepted by AR SaaS in that prior written agreement. General terms and conditions of purchase of the Customer does not over-write any stipulations of this General Terms and Conditions. Any other terms and conditions stipulated by the Customer and/or third party and/or inconsistent with this General Terms and Conditions are hereby rejected. By ordering a Product from AR SaaS, Customer expressly acknowledges and accepts all terms and conditions of this General Terms and Conditions. By placing an order the Customer acknowledges and accepts automatically that the AR SaaS does not offer products, without the prior acceptance of this General Terms and Conditions by the Customer. The Customer expressly accepts and acknowledges that all information related the Products and/or is in connection with the business relationship between AR SaaS and Customer is to be held confidential.

2. SPECIAL CONDITIONS FOR SOFTWARE

Any software distributed by AR SaaS may not be reproduced, copied or transmitted in any way whatsoever. Copyright owner retains all rights not expressly granted in the End User License Agreement (“EULA”), especially the right to distribute, to reproduce, and the right of adaptation, arrangement, translation and any other modification to software, including the correction of mistakes, as well as the reproduction of the results of these acts. The software warranty does not apply for functionality, completeness, accuracy, and/or timeliness of the software. Terms and conditions of use related to any software distributed by AR SaaS is defined by the EULA attached to the specific software. Customer automatically accepts the EULA related to the software by ordering software license from AR SaaS.

3. ORDERS

Customers may place orders for products through the AR SaaS online webshop or other ordering channels made available by AR SaaS. Product descriptions, specifications, availability information and prices displayed on the webshop constitute an invitation to order and do not constitute a binding offer by AR SaaS.

By completing the checkout process and submitting an order through the webshop, the Customer makes a binding offer to purchase the selected products (which may include embedded software), subject to these General Terms and Conditions.

 

After submitting an order, the customer will receive an order confirmation via email. This confirmation acknowledges that AR SaaS has received the order and that the customer is obligated to pay.

For orders paid by bank transfer with prepayment, AR SaaS may issue a proforma invoice that reflects the order details and payment instructions. Customer will have three (3) business days to proceed with the bank transfer, and the products of his order will be reserved from the stock during this period. If payment is not received within six (6) business days after the order is placed, the reserved stock will be released and the order will be canceled automatically. AR SaaS reserves the right to refuse or cancel any order in the event of pricing errors, product unavailability, suspected misuse of the webshop or for any other reasonable commercial reason.

4. CANCELLATION OF ORDER

Orders placed through the webshop and fully paid are binding and may not be cancelled by the Customer. The Customer may request cancellation via written notice sent by email to einargate.team@arh.hu. AR SaaS will review any such request and take into account the status of order processing, including production, allocation, and shipment arrangements.

If cancellation is accepted after order confirmation or stock reservation, AR SaaS reserves the right to charge a cancellation fee of up to 25% of the total order value, to cover administrative and inventory handling costs.

AR SaaS reserves the right to refuse cancellation requests if the order has already been processed, allocated, or shipped, unless otherwise required by applicable law or expressly agreed upon.

5. PRICES

Prices displayed on the AR SaaS webshop are shown in the currency specified on the interface, and may be updated or modified by AR SaaS at any time before an order is placed. The applicable price is the price displayed in the webshop when the customer submits their order. Unless stated otherwise, product prices displayed on the website represent the net unit price and do not include VAT, shipping costs, handling charges, customs duties, import taxes or other applicable government charges.

During the checkout process, the webshop will display a summary of the order, which may include: a) the net total price of the selected products, b) applicable VAT, calculated according to the customer’s billing location and applicable tax regulations, c) shipping costs will depend on the selected delivery method, d) handling or processing charges, where applicable., e) the resulting gross total payable amount.

The customer acknowledges and accepts that the shipping costs may vary depending on the selected delivery method and destination. Additional import duties, customs fees or local taxes may apply depending on the country of delivery, and these shall be borne solely by the Customer. The final payable amount will be the gross total displayed at checkout, before the order is confirmed. AR SaaS reserves the right to cancel or refuse any order placed at an incorrect price due to technical errors, system malfunctions or manifest pricing mistakes.

 

6. PAYMENT

Payment for orders placed through the webshop shall be made using the payment methods made available by AR SaaS at checkout. Available payment methods may include: (i) bank card payment via PayPal or another electronic payment provider; (ii) prepayment by bank transfer; or (iii) post-payment by bank transfer where approved by AR SaaS.

For prepayment by bank transfer, AR SaaS may issue a proforma invoice containing payment instructions. The customer must initiate the bank transfer within three (3) business days. During this time, the ordered stock will be reserved. If payment is not received within six (6) business days after the order is placed, AR SaaS may release the reserved stock and cancel the order automatically. Order processing and shipment will commence only after full payment has cleared. Post-payment terms  may be granted at AR SaaS's sole discretion and only for customers previously approved by AR SaaS. AR SaaS reserves the right to withdraw or modify this payment option at any time.

All bank charges shall be borne by the customer. AR SaaS reserves the right to suspend or cancel any order where payment authorization cannot be verified, or where fraud, security, or compliance concerns arise.

7. DELIVERY

AR SaaS will attempt to provide a best-effort estimate for delivery lead time when issuing the Invoice, which shall apply from the date AR SaaS receives cleared payment in the full amount of the Invoice. Payments with any deduction or withhold will be deemed insufficient regardless of the reason, and will prevent delivery. Delivery is not the essence of this Agreement, and no delay shall be grounds for any claim for damages or order cancellation. Customer is obliged to inspect and accept or reject Product,  within five (5) days from delivery and/or fulfilment thereof. If Customer does not notify AR SaaS in writing of its rejections and the reasons within such time period, the Customer will be deemed to have accepted such delivery and/or fulfilment and waived any right to later reject the Product.

Delivery may be made by the Customer or its authorized carrier picking up the products at AR SaaS's premises in Perbál, Hungary, upon written agreement between the parties. In such a case, delivery is deemed complete when the Customer or their authorized carrier takes physical possession of the products at the aforementioned location, at which point all risk of loss, damage, or deterioration passes to the Customer. The Customer is solely responsible for arranging pickup within the timeframe notified in writing by AR SaaS and assumes all associated costs and liabilities, including transportation, insurance, export and import formalities, customs duties, and applicable taxes, unless otherwise agreed upon in writing by both parties.

8. STORAGE COSTS

If for any reason Customer is unable or unwilling to accept delivery of Products at the time when it is due, AR SaaS may charge storage fees for storing such Products, in-house storage capacity permitting, and while attempting to take all reasonable steps to prevent deterioration of Products until delivery can take place. Customer is responsible for storage fees, as well as all reasonable costs, including insurance etc. In any event however, AR SaaS shall be under no obligation to safeguard said Products, and shall not be held liable for any deterioration arising out of delay in delivery.

9. LIMITED WARRANTY

AR SaaS warrants that all Products under normal use will perform in accordance with the relevant user manual, will be free from defects in materials, workmanship, and design. Customer has access to AR SaaS Product support, as well as extended warranty options at the time of purchase. Upon Customer’s written request and with all other claims excluded, AR SaaS agrees to undertake at its discretion to repair or replace, as quickly as possible, any Product part proven to be defective within the warranty period. Whereas the repair or replacement will be done in Hungary, Customer shall bear all costs of deinstallation and reinstallation and shipping the defective Product to Budapest or Pest County of Hungary (e.g. deinstallation, transportation, return shipping to AR SaaS, and reinstallation). Warranty does not include coverage for defects due to normal wear and tear, accident, misuse improper maintenance, failure to observe the operating instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action, resulting from other reasons beyond AR SaaS’s control, or when the source of defect cannot be conclusively proven to be faulty design, bad material, or poor workmanship. Removing or tampering with the warranty label will void the warranty. All other Customer claims not expressly allowed in this Agreement, such as claims for damages, reduction of price, or withdrawal from the contract, are hereby excluded, irrespective of the grounds on which they are based. In no case whatsoever shall Customer be entitled to claims of damages for, in particular but not limited to, loss of production, loss of use, loss of orders, loss of profit, or other direct, indirect, or consequential damage. Customer is responsible for arranging and paying for the return shipment to AR SaaS or its authorized Distributor. Warranty does not cover damages or deterioration of externally accessible optical components and surfaces, including but not limited to scratches, cracks etc. of the glass. Software warranty is governed by the EULA attached to Software. Both hardware warranty and the software update period may be extended according to the terms of the AR SaaS Care Plan.

10. RETURNS

AR SaaS accepts returns of Product only after written Return Merchandise Authorization (“RMA”) has been issued by AR SaaS for the corresponding Product prior to return shipping. Customer acknowledges and accepts responsibility for providing to AR SaaS the basic information1 required for RMA issuance via the Adaptive Recognition’s Technical Support System (“ATSS”). Register for a free ATSS account at https://adaptiverecognition.com/support/. AR SaaS shall not be liable for delay and extra costs arising from or in connection with Customer’s noncompliance to the RMA requirements listed herein. SaaS will not accept returns for any Product specifically manufactured for Customer, whether special order, OEM, or outof-stock items. Any Product return delivery without proper RMA will be either refused or returned to sender at Customer’s expense, and SaaS reserves the right to charge Customer a fee for associated administrative costs and service charges.

11. CLAIMS/COMPLAINTS

Customer claims must be reported in writing via AR SaaS online helpdesk portal upon receipt of Product or immediately upon discovery of hidden faults.

 

12. PRODUCT OWNERSHIP

Ownership of Product shall remain with AR SaaS, notwithstanding delivery, or attachment of Product to other property, until AR SaaS receives full payment for the corresponding Invoice. Customer shall have no pledge or lien on AR SaaS property.

13. EXPORT / IMPORT, SANCTIONS AND COMPLIANCE

Customer acknowledges that AR SaaS is required to comply with applicable export / import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products, including any export / import license requirements. Customer agrees that Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export / import laws and regulations. AR SaaS continuing performance hereunder is conditioned on compliance with such export / import laws and regulations at all times. 13.2. Customer shall not sell, export or re-export any goods supplied by AR SaaS that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014, either directly or indirectly, to the Russian Federation or Belarus, or for use in these countries. Customer shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers. Any violation of the above shall constitute a material breach of these terms, and AR SaaS shall be entitled to seek appropriate remedies (i.e termination of this agreement).

 

AR SaaS shall not be obliged to enter into any contractual relationship with the Customer if any of the circumstances listed above and/or below apply to the Customer, its owners, shareholders, directors, officers, employees, or any end user.

By placing an order, the Customer expressly represents, warrants, and confirms the followings:

1. The Customer, its company, or any of its previous legal names is not listed on any international sanctions list, or the company has changed its name due to sanctions.
2. The Customer or any owner, shareholder, director, manager, or employee of the Customer is not listed in Annex I of Council Regulation (EU) No 269/2014 at the time of completing this declaration.
3. None of the Costumer’s owners, shareholders, directors, managers, or employees is listed on an international sanctions list.
4. The Customer or the intended end user is not associated in any way with military, paramilitary, or terrorist organizations.
5. The Customer is not fully or partly state-owned.
6. None of the direct or indirect owner (including beneficial owners) of the Customer is a Russian or Belarusian citizen, or was born in Russia or Belarus.
7. The Customer and no person connected to it has been the subject of negative media coverage related to sanctions concerning Russia or Belarus.
8. The Customer has not established, reorganized, or merged with another company after 24 February 2022, particularly with entities linked to sanctioned persons or entities.
9. The name or address of the Customer, or of any end user, does not match the name or address of any person or entity listed on an international sanctions list.
10. Neither the Customer not any end user is under the influence or control of a sanctioned person or entity, even if such person or entity owns less than 50%.
11. Basic company information about the Customer is publicly available.
12. The Costumer’s residential building or registered office/location is identifiable from public sources.
13. The Product will not be transported through any high-risk or unusual transit countries.
14. The Costumer is not a logistic company.

If any of the above circumstances apply to the Customer, no order may be placed under these General Terms and Conditions.

The Customer acknowledges and agrees that the above representations constitute a material condition for AR SaaS to enter into the contract.

AR SaaS reserves the right to refuse to accept any order or to terminate any contractual relationship with immediate effect if any of the above statements proves to be untrue, inaccurate, or misleading, or if any such circumstance arises or becomes known after the submission of the order.

The Customer acknowledges that all representations and statements provided under the sanctions compliance section are true, accurate, and complete.

AR SaaS shall not bear any liability whatsoever for any damages, losses, penalties, or costs arising out of or in connection with any false, inaccurate, or misleading statement made by the Customer.

The Customer shall be solely responsible and liable for any such false or misleading representations and shall indemnify and hold harmless AR SaaS against any and all claims, damages, losses, liabilities, penalties, and expenses (including reasonable legal fees) arising therefrom or in connection therewith.

In case any of the following relevant circumstances apply to the Customer and the Customer intends to place an order, the Customer shall be obliged to inform AR SaaS in writing, via the designated email address specified in these General Terms and Conditions (einargate.team@arh.hu) , of such relevant circumstances without delay. The relevant circumstances are as follows:

1. the Customer is fully or partly state-owned;
2. basic company information about the Customer is not publicly available;
3. the Customer’s or end user’s residential building or registered office/location is not identifiable from publicly available sources;
4. the Product may be transported through high-risk or unusual transit countries;
5. the Customer is a logistics company.

Upon receipt of such information, AR SaaS shall assess the circumstances and shall inform the Customer whether a contractual relationship may be established or is excluded.

14. THIRD PARTY RIGHTS

All Products covered under this Agreement are provided in new condition with no claim or title by any third party upon delivery to Customer (unless AR SaaS and Customer agree otherwise in writing), and use of Product shall not give rise to any infringement or misappropriation of any Intellectual Property Right (“IPR”) of any third party. AR SaaS is not liable for any defected IPRs, and where such liability exclusion is prohibited by law, the Limitation of Liability terms defined in Article 15 shall apply.

15. LIMITATION OF LIABILITY

AR SaaS’s liability is limited to damages incurred by and/or in connection with the Customer due to late or defective performance strictly as described in this Agreement. In any event, liability for loss affecting a certain individual Product/Software/Service shall not exceed the amount Customer paid directly for that same individual Product/Software/Service affected by damage (which represents AR SaaS’s maximum liability under this Agreement for the certain Product/Software/Service that directly gave rise to claim), and AR SaaS excludes its liability for any consequential loss, including especially the loss of profit, loss of production, and loss of data. The limitation on the amount of damages shall not apply to the extent that a Defect has been fraudulently concealed, and/or resulted from intentionally breach of contract on the part of AR SaaS or caused by crime or in the case of loss of life, bodily injury or damage to health. Any other or additional claims of the Customer in relation to any defect or any claim based on the breach of this General Terms and Conditions, any order placed to AR SaaS and/or breach any individual arrangement and any agreement concluded between Customer and AR SaaS exceeding the claims provided for in this Article are excluded. It is agreed that the liability for damages outlined above is limited as the price of the Product/Software/Service are determined subject to this limitation.

16. TECHNICAL SPECIFICATIONS

Unless otherwise agreed upon, brochures and catalogues provided by AR SaaS are not binding, and data and/or information provided in such documentations remain subject to change as AR SaaS reserves the right to modify any specification without notice.

17. APPLICABLE LAW

This Agreement is governed by and construed in accordance with the laws of Hungary, without regard to any conflict of laws provisions. The Parties hereby exclude application of the United Nations Convention on Contracts for the International Sales of Goods from this agreement.

18. EXCLUSIVE JURISDICTION

The Parties agree, and the Customer expressly accepts that in the event of any dispute arising from or in connection with the this agreement concluded between Customer and AR SaaS, especially, but not limited to its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, the Hungarian substantive law shall apply, excluding its private international law rules.