Terms and conditions

– for distribution and sale

Effective as of 1 March 2026

1. Introduction
   1. These General Terms and Conditions, including their annexes and any amendments thereto in force from time to time (hereinafter collectively referred to as: GTC), shall apply to the distribution and sales agreements (hereinafter: Individual Contract) concluded between Medicontur Medical Engineering Private Limited Company (Medicontur Ltd.; registered office: 2072 Zsámbék, Herceghalmi út 1., Hungary; tax number: 32744730-2-13; company registration number: 13-10-042719; hereinafter: Medicontur) and the Distributor (Medicontur and the Distributor hereinafter jointly referred to as: the Parties), in which the Parties have stipulated the application of the GTC.
   1. The Individual Contract, these GTC, as well as the order(s) (hereinafter: order) and the invoice(s) (hereinafter: invoice) shall be inseparable and shall jointly govern the legal relationship between the Parties. These GTC shall become binding upon the Parties upon the conclusion of the Individual Contract.
   1. The provisions of these GTC shall apply to all matters not regulated by the Individual Contract, the order or the invoice. In the event of any discrepancy between the provisions of these GTC and those of the Individual Contract, the relevant provision of the Individual Contract shall prevail in the legal relationship between the Parties.
   1. Medicontur shall publish the GTC in force from time to time on its website. Medicontur expressly excludes the application of the Distributor’s own general terms and conditions. The application of these GTC shall cease if they are withdrawn by Medicontur.
   1. The Parties mutually declare and acknowledge that the content of the GTC shall be deemed negotiated and accepted upon the conclusion of the Individual Contract. These GTC shall apply throughout the entire term of the Individual Contract
2. Definitions
   1. Unless otherwise provided herein, the terms used in these GTC shall have the following meanings:
      1. Distributor: the person or entity with whom Medicontur has concluded a distribution and sales agreement (Individual Contract).
      1. Consumer: a natural person acting outside the scope of his or her profession, independent occupation or business activity.
      1. Third Party: any natural or legal person other than Medicontur or the Distributor.
      1. Product: the lenses, glasses, tests, software and other COLORON devices created, manufactured and/or distributed by Medicontur Ltd. under the COLORON brand name (hereinafter collectively referred to as: product or products).

• Business day: any day other than a Saturday, Sunday or public holiday in Hungary.
  • Business premises: any immovable property where the Distributor carries out its activities on a permanent basis, or any movable property where the Distributor carries out its activities on a habitual basis. In particular, the Distributor’s registered office, site, branch office or office shall qualify as business premises.
  • Website: all internet platforms operated or owned by Medicontur, including in particular, but not limited to, webshops, any COLORON website, and all related domains, subdomains, subpages and URL structures.
• Amendment of the GTC and the Individual Contract
  • Medicontur shall be entitled to unilaterally amend or withdraw the GTC in whole or in part. Medicontur shall notify the Distributor of the fact of the amendment and its effective date at least 30 days prior to its entry into force.
  • If the Distributor does not notify Medicontur by the effective date that it does not accept the amended GTC in whole or in part, the amended GTC shall be deemed accepted by the Distributor in its entirety.
  • Technical or formal modifications that do not affect the substance of the GTC (e.g. highlighting, changes in font, listing or numbering not resulting in a change of meaning, etc.) shall not qualify as amendments to the GTC. The publication of a language translation of the GTC shall likewise not qualify as an amendment, provided that the Hungarian version shall prevail.
  • The uploading of the GTC to a website or its relocation to a new access path (new website), which does not affect the content of the GTC, shall not qualify as an amendment, provided that Medicontur informs the Distributor of the new access path.

• The Parties may amend the Individual Contract by mutual written agreement. The Parties record that a proposed amendment shall be deemed accepted and effective if one Party sends the text of the proposed amendment in writing to the other Party and the other Party does not raise a written objection within 30 (thirty) days from receipt thereof.

• The Parties record that Medicontur shall be entitled to modify the product list and/or price list available from time to time. Modification of the product list and/or price list shall not qualify as an amendment to the contract. Medicontur shall send the modified product list and/or price list to the Distributor at least 30 (thirty) days prior to its entry into force.
  • Changes in the Parties’ identification and contact details (e.g. name, registered office, site, contact details, contact persons, the person entitled to issue the certificate of performance, etc.) shall not qualify as an amendment to the contract. The Party affected by the change shall notify the other Party thereof without delay, but no later than within 3 (three) business days from the occurrence of the change. The Party obliged to provide such notification shall be liable for any legal consequences resulting from incorrect, late or omitted notification, or from the use of incorrect or outdated data.
  • If, due to a change in legislation, any provision of the GTC or the Individual Contract becomes contrary to the applicable Hungarian laws in force from time to time, such provision shall be interpreted in accordance with the relevant legislation as of its entry into force. The interpretation of the remaining provisions of the GTC and the Individual Contract shall remain unaffected.

• Rights and obligations of the Distributor
  • The Distributor shall be entitled to resell the product to consumers at its business premises in accordance with the conditions and pricing set out in section 7 of these GTC.
  • The Distributor may sell the product exclusively at its business premises and exclusively to consumers. The Distributor shall not be entitled to resell the product within the territories specified in Annex No. 1 to these GTC.
  • The Distributor shall be entitled to conduct in-person sales only and may not carry out sales by telephone or online. The Distributor shall not be entitled to conclude contracts at a distance.
  • The Distributor shall purchase the product from Medicontur in its own name. The resale shall be carried out in the Distributor’s own name, on its own behalf and at its own risk.
  • In the course of sales, the Distributor may engage a representative only subject to prior notification to and consent from Medicontur. The Distributor shall be liable for any legal consequences arising from the engagement of such representative.
  • The Distributor shall not qualify as a representative or agent of Medicontur (COLORON) and shall not be entitled to act, make declarations or undertake any representation in the name of Medicontur (COLORON).
  • The Distributor shall support the distribution and sale of the product through promotional activities in accordance with Section 8 of these GTC.
  • The Distributor shall not be entitled to sell the frame provided by Medicontur without the corresponding filter lens, nor the filter lens without the frame.
  • The Distributor shall be entitled to sell filter lenses without a frame if such lenses are uncut (raw) or finished lenses that have been expressly manufactured and sold by Medicontur for the purpose of being fitted into a frame or otherwise attached to a frame by the Distributor.
  • Cutting to size, fitting into a frame and the related costs shall be borne by the Distributor. In all other cases, the Distributor shall not modify the product without the prior, express written consent of Medicontur.
  • The Distributor shall preserve the reputation of the product and of Medicontur.
• Rights and obligations of Medicontur
  • Medicontur shall inform the Distributor of any changes in the technical characteristics, documentation, instructions for use (IFU), product classification, conformity marking or regulatory qualification of the product.
  • Medicontur shall make available to the Distributor all relevant technical and scientific information relating to the product(s). Medicontur shall reasonably support the Distributor in promoting the sale of the product.
  • Medicontur shall be entitled to upload the Distributor’s basic data (name, type of business, registered office, telephone number, email address) to its website for the purpose of making the Distributor’s business premises searchable on the website as points of sale of the products. The Distributor consents to the provision of the necessary data for this purpose.
• Orders, delivery and performance
  • The Distributor may submit its orders for the product(s) to Medicontur by email to orders@coloron.eu. In the order, the Distributor shall specify the exact name and quantity of the product(s) ordered..
  • Medicontur shall confirm the order without delay, but no later than within 3 (three) business days. In the confirmation, Medicontur shall indicate if any product included in the order is unavailable or available only in part.
  • In the order, the Distributor shall indicate the place where it wishes to collect the product(s). The Distributor acknowledges that delivery and performance (including the place of performance) shall be governed by the rules set out below, unless otherwise provided in the Individual Contract or specified otherwise by Medicontur in the order confirmation. The Distributor declares that it is familiar with and able to apply the International Chamber of Commerce (ICC) Incoterms 2020 rules.
  • In the absence of a different agreement:
• if the total value of the product(s) ordered at the same time reaches or exceeds HUF 30,000 + VAT (thirty thousand Hungarian forints plus value added tax), and the place of collection indicated by the Distributor is within Hungary, delivery shall be free of charge and the Incoterms 2020 DAP (Delivered At Place) clause shall apply;
• if the total value of the product(s) ordered at the same time does not reach HUF 30,000 + VAT, and the place of collection indicated by the Distributor is within Hungary, the Incoterms 2020 EXW (Ex Works) clause shall apply;
• if the total value of the product(s) ordered at the same time reaches or exceeds EUR 100 (one hundred euros), and the place of collection indicated by the Distributor is outside Hungary but within the customs and VAT territory of the European Union or within the United Kingdom (excluding territories with special status and/or overseas territories), the Incoterms 2020 EXW (Ex Works) clause shall apply.
  • Where the Incoterms 2020 EXW clause applies, the place of performance shall be: H-2045 Törökbálint, 0152/12 hrsz., Building 124, Hungary.
  • For the purposes of this Section 6, product(s) ordered at the same time shall mean product(s) ordered by the Distributor within 24 hours from the first order placed in respect of such product(s), provided that the same place of collection is indicated in the orders and that Medicontur is able to deliver them as a single logistical or packaging unit.
  • Medicontur shall be entitled to determine whether orders may be treated as a single unit for logistical, packaging and delivery purposes. Such determination shall be made on the basis of objective logistical and technical considerations, taking into account the reasonable interests of the Distributor.
  • Where the Incoterms 2020 DAP clause applies, the place of collection indicated by the Distributor in the relevant order shall be the place of delivery. At the place of delivery, the Distributor shall ensure the personal and physical conditions necessary for taking over the product(s) at the time of handover specified by Medicontur. In the event of any change in the place of collection indicated by the Distributor, the Distributor shall notify Medicontur of such change at least 14 (fourteen) business days in advance.
  • The Distributor shall confirm Medicontur’s performance by issuing a certificate of performance. The persons entitled to issue the certificate of performance shall be specified in the Individual Contract. At the time of performance, the person entitled to issue the certificate shall examine the type, quantity and condition of the product(s) received, as well as any deficiencies or damages, and shall indicate in the relevant documentation or in a written record if the type or quantity of the product(s) received differs from that ordered.
  • In the event of a quality complaint detected no later than 2 (two) business days from performance, the Distributor shall be entitled to notify Medicontur of the complaint via orders@coloron.eu. If Medicontur accepts the complaint, Medicontur may, at its discretion, within 5 (five) business days from receipt of the complaint, arrange for the repair or replacement of the defective or damaged product, supply the missing product, or credit the purchase price of the product concerned to the Distributor. If the complaint is rejected, Medicontur shall provide written reasons for the rejection within 5 (five) business days from receipt of the complaint.
• Payment terms and pricing
  • The basis of the purchase price of the product(s) shall be the product and price list specified in the Individual Contract. Medicontur reserves the right to unilaterally amend the product and price list.
  • Medicontur shall issue an invoice for the purchase price of the product(s) duly ordered and confirmed, on a per-order basis. The Distributor accepts that Medicontur may issue electronic invoices, which may also be made available to the Distributor electronically.
  • The Distributor shall pay the amount indicated on the invoice. The purchase price shall be deemed paid when the amount indicated on the invoice is credited to Medicontur’s bank account. Unless otherwise agreed by the Parties or provided in the Individual Contract:
  • the payment deadline shall be 30 (thirty) days from the date of issuance of the invoice; and
  • the Distributor shall pay the purchase price of the product(s) by bank transfer, in the currency and to the bank account specified on the invoice.
  • If the Distributor wishes to raise an objection regarding the content of the invoice, it shall notify Medicontur in writing within 8 (eight) business days from the detection of the error, discrepancy or disputed item forming the basis of the objection. Any objection notified after this deadline shall result in the invoice being deemed accepted. The undisputed part of the invoice shall be paid by the Distributor within the applicable payment deadline.
  • In the event of delay in payment, the Distributor shall pay default interest to Medicontur on the overdue amount from the first day of delay, at the rate specified in Section 6:155 of Act V of 2013 on the Hungarian Civil Code. Medicontur shall be entitled to enforce the default interest without prior notice by issuing an invoice, the payment deadline of which shall be 30 (thirty) days from the date of issuance of such invoice.
  • Medicontur shall retain title to the product(s) until full payment of the purchase price. The Parties expressly agree that Medicontur shall not be obliged to separately register or record the retention of title in any collateral or other public register.
  • The Distributor declares and accepts that it shall not be entitled to any separate remuneration, reimbursement of costs or any other monetary or non-monetary claim in connection with its activities performed under the Individual Contract and these GTC, and undertakes not to assert any such or similar claims against Medicontur in the future.
• Promotion, communication and education
  • In order to promote and sell the product(s), the Distributor undertakes to carry out promotional activities as set out below. Such activities shall be performed independently, in the Distributor’s own name, at its own expense and at its own responsibility.
  • Promotional activities shall include, in particular, the display and publication of the product(s) at the Distributor’s business premises and – where available – on its online platforms
  • by placing them in a clearly visible location;
  • by displaying and publishing them in electronic, printed or other media;  
  • by displaying and publishing them in brochures, posters, leaflets, images, demonstration materials, visual elements, advertisements, software, during tests or through other content;

provided that such activities directly or indirectly promote the sale of the product(s).

• Upon the Distributor’s request, Medicontur shall make the promotional materials created by it available in a storage space accessible to the Distributor.
  • The Distributor may use the promotional materials provided by Medicontur for the promotion of the product(s), while maintaining their original format. Modification of such materials shall be subject to the prior approval of Medicontur, except for translations consistent with brand identity or minor graphic editing; however, even in such cases, the modified materials shall be submitted to Medicontur at least 5 (five) business days prior to their intended use. Promotional materials not originating from Medicontur shall be submitted by the Distributor for prior approval.
  • The Distributor declares that it is familiar with the principles of colour vision deficiencies, corrective solutions and the functioning of COLORON filter lenses. Medicontur reserves the right to establish communication and branding guidelines in the future in order to ensure consistent communication.
  • The Distributor shall represent the characteristics and advantages of the product(s), as well as all products of Medicontur, to consumers through positive communication. The Distributor undertakes that it shall:
  • preserve the good reputation and positive perception of Medicontur in the course of its business activities;
  • avoid misleading, deceptive or unethical business practices that may adversely affect the product(s), other products of Medicontur, or the positive perception of Medicontur;
  • not make any false or misleading statements regarding Medicontur or its product(s), nor use or participate in the preparation of misleading or deceptive advertising materials or other information relating thereto;
  • not communicate any information, undertaking or entitlement relating to the product(s) (in particular any warranty or guarantee) that does not originate from Medicontur;
  • not enter into any contract or conduct any business activity that may otherwise be detrimental to Medicontur or its product(s).

Any breach of the provisions of this subsection shall constitute a material breach of the GTC.

• In order to enable consumers to test the product(s) at the business premises and experience their use, the Distributor undertakes to ensure the necessary conditions at its business premises.
  • If, in Medicontur’s assessment, the promotional or informational activity carried out may hinder the sale of the product(s) or the increase of sales volume, or may be capable of damaging Medicontur’s reputation, Medicontur shall be entitled to require the modification or withdrawal of such activity.
• Warranty
  • Medicontur warrants that the product(s) sold to the Distributor comply, at the time of performance, with the requirements of their intended use as defined in the relevant technical specifications, documentation and instructions for use, and with the applicable laws and quality requirements relating to the product concerned.
  • Medicontur’s warranty obligation shall expire one (1) year from the date of performance. The Distributor shall notify Medicontur of any defect without delay after its discovery. The Distributor shall be liable for any damage resulting from delayed notification.
  • Under its warranty claim, the Distributor may primarily request repair or replacement of the defective product, unless the performance of the chosen warranty right is impossible or would result in disproportionate additional costs for Medicontur compared to the performance of another warranty remedy, taking into account the value of the service in a defect-free condition, the severity of the breach of contract and the impairment of the Distributor’s interests caused by the performance of the warranty right.
  • If Medicontur has not undertaken the repair or replacement, or cannot fulfil such obligation within an appropriate time limit, taking into account the characteristics of the product and the intended use reasonably expected by the Distributor, while safeguarding the Distributor’s interests, the Distributor may repair the defect itself at Medicontur’s expense or have it repaired by a third party, or may withdraw from the contract. There shall be no right of withdrawal in the case of an insignificant defect.
  • Medicontur shall not be liable for defects resulting from improper or non-intended use by the Distributor or a third party, negligence, failure to comply with the instructions for use supplied with the product, unauthorised or improper application, or any other cause independent of the product (e.g. causes unrelated to design, manufacturing or material defects). Medicontur shall not be liable for scratches, wear or other depreciation resulting from normal use.
  • Medicontur shall not be liable for any defect (e.g. damage, scratches, cracks, breakage, etc.) arising from the fitting into a frame or other attachment to a frame of uncut (raw) or frame-less finished lenses sold to the Distributor, if the defect occurs during the fitting or attachment process. The Distributor shall bear the burden of proof that the defect is attributable to causes existing prior to the fitting or attachment.
  • The Distributor shall notify Medicontur of any complaint arising after the sale of the product(s).
  • If the Distributor modifies the product(s) in accordance with these GTC, and unless otherwise authorised by Medicontur, Medicontur shall not be liable for any defect resulting from such modification.
  • The Distributor declares that it is familiar with and shall comply with all applicable mandatory consumer protection, warranty and product-related regulations in force in the territories where it carries out distribution, sales or promotional activities, and acknowledges that it shall bear sole responsibility for fulfilling all statutory obligations towards consumers in such territories.
• Confidentiality
  • Any document, data, fact, solution, method or other information relating to the activities of Medicontur, the disclosure, acquisition by unauthorised persons or other use of which would infringe or jeopardise Medicontur’s financial, economic, market, security or other interests, shall constitute Medicontur’s trade secret. 
  • Trade secrets shall include, in particular but not limited to, Medicontur’s research, ideas, concepts, methods, data, solutions, results, works, (diagnostic) devices, software codes and market strategies relating to colour vision, colour vision deficiencies and other optical or healthcare fields, as well as sales volumes, contractual relationships and Medicontur’s list of partners.
  • Trade secrets shall further include, in particular but not limited to, the contracts and declarations of the Parties, these GTC, and all communications exchanged between the Parties that were not made available for the purpose of public disclosure.
  • The Parties undertake to treat any trade secrets that come to their knowledge as confidential, to use them exclusively for the performance of this contract, and not to make them available to any third party, whether directly or indirectly.
  • The confidentiality obligation shall also extend to those employees and contractual partners of the Parties who may have access to the other Party’s trade secrets. In the event of engaging a new person, the Parties shall inform each other of the necessity of such engagement.
  • The Distributor shall ensure that its employees are made aware of, accept and comply with the confidentiality provisions. The Distributor shall be liable towards Medicontur for any infringement committed by its employees as if it had committed the infringement itself.
  • By signing this contract, the Parties declare that they possess the necessary organisational, technical and security measures, knowledge and procedures required for the secure storage and handling of information qualifying as trade secrets.
  • If either Party becomes aware of any unauthorised use, disclosure or other infringement relating to trade secrets, it shall immediately notify the other Party and shall, with the utmost care reasonably expected, promptly take all measures necessary to terminate such use, disclosure or infringement.
  • The Parties record that the confidentiality obligations shall remain in force even after the termination or expiry of the Individual Contract.
• Intellectual property
  • Intellectual property shall include, and shall remain the exclusive property of Medicontur, in particular but not limited to, any promotional and training materials, names, design elements, logos, slogans, marketing, visual and other content relating to the product(s). Any intellectual property created, modified or otherwise held by the Distributor that is directly related to the product(s) shall also be the property of Medicontur if it is derived from content provided by Medicontur.
  • The Parties record that they may use each other’s intellectual property (in particular but not limited to product names, design elements, logos and slogans) solely for the purposes authorised by the other Party and only in connection with the distribution, sale and promotion of the product(s).
  • The Distributor shall ensure that its employees are made aware of, accept and comply with the provisions relating to intellectual property. The Distributor shall be liable towards Medicontur for any infringement committed by its employees as if it had committed the infringement itself.
  • The Parties record that the obligations relating to intellectual property shall remain in force even after the termination or expiry of the Individual Contract.
• Termination of the Individual Contract
  • The Parties may terminate the Individual Contract at any time by mutual agreement.
  • The Individual Contract may be terminated by either Party upon 30 (thirty) days’ notice. 
  • The Parties agree that in the event of a material breach of the Individual Contract or these GTC, the non-breaching Party shall be entitled to terminate the Individual Contract with immediate effect, by providing written reasons. Material breach shall include, in particular but not limited to, any of the following cases:
  • the Distributor breaches the territorial restriction set out in Section 4.2 of these GTC;
  • the Distributor is in delay of payment exceeding 30 (thirty) days or becomes unable to fulfil its financial obligations;
  • the Distributor breaches the confidentiality or intellectual property provisions set out in Sections 10 and 11 of these GTC;
  • as a result of the Distributor’s activity or omission, Medicontur’s professional reputation, public perception or market position is harmed;
  • insolvency, bankruptcy, liquidation, voluntary dissolution, compulsory striking-off or any other insolvency-related proceeding is initiated against the Distributor.
  • In the event of termination or expiry of the Individual Contract, the Distributor shall immediately, but no later than within 5 (five) days from the date of termination or expiry:
  • cease all distribution, sale and promotion of the product(s);
  • return all promotional materials and all trade secrets and intellectual property (including content, etc.);
  • delete and return all access rights, passwords, login credentials, licences or other digital entitlements relating to Medicontur’s website, software or other systems;
  • settle all outstanding financial obligations.
• Miscellaneous provisions
  • The Parties agree that electronic correspondence exchanged between the email addresses of the contact persons designated in the Individual Contract shall be deemed written communication for the purposes of these GTC and the Individual Contract, including correspondence to or from the email address orders@coloron.eu.
  • Medicontur excludes any liability for damages, including claims for loss of profit, incurred by the Distributor or any third party in connection with the distribution, sale or promotion of the product(s), except where such damage is demonstrably the result of Medicontur’s intentional misconduct or gross negligence.
  • The Distributor declares that it is aware of the laws and regulations in force in the territory(ies) where it carries out distribution, sale or promotion of the product(s), in particular those relating to medical devices. The Distributor further declares that it is familiar with and able to comply with such laws and fully meets the requirements set out therein.
  • The Distributor warrants that, in the course of distributing, selling and promoting the product(s), it shall fully comply with the applicable technical specifications, documentation, instructions for use (IFU), product classification, conformity marking (e.g. CE marking), regulatory qualification, further sales requirements and all applicable laws. The Distributor shall ensure that such requirements are also complied with by its employees, affiliated undertakings and sales partners.
  • Each Party shall be fully liable towards the other Party for the conduct of its employees, affiliated undertakings, sales partners and any third party engaged under contractual relationship with it (including, for example, any damage caused, infringement or omission), as if such conduct had been committed by the Party itself.
  • The Parties undertake to settle any disputes primarily through amicable negotiations. If such negotiations fail, the Parties agree to the exclusive jurisdiction of the competent Hungarian court having jurisdiction at Medicontur’s registered office.
  • In the event of any discrepancy or inconsistency, the Hungarian language version of these GTC shall prevail:

Általános Szerződési Feltételek

1. Any matters not regulated in these GTC shall be governed by Hungarian law.

These GTC shall enter into force on 10 January 2026.

Annex No. 1

The Distributor shall not carry out sales within the following state borders:

• Kingdom of Spain
• United Kingdom of Great Britain and Northern Ireland