General terms and conditions
1.) Entering into the Supply Agreement
a.) The Customer shall remain to be bound by any written Purchase Order placed, for a period of 30 days. Once the Supplier has confirmed the Purchase Order in writing in any way, such as via e-mail or fax, or if the Supplier started to complete the Purchase Order, the Supply Agreement shall be deemed to have been effectively entered into between the Parties. If the Customer has a call option for any supplies, and it exercises it, it shall be deemed to be a binding Purchase Offer placed by the Customer, and the same rules shall apply.
b.) The Supplier shall not be bound by any Quote issued. If the Goods are delivered without the Supplier sending a confirmation to the Purchase Order first, i.e. the Supply Agreement not being entered into, the relevant invoice and/or Bill of Lading shall be deemed to be a confirmation given to the Supply Agreement, in line with the Supplier’s General Terms and Conditions.
c.) The products displayed on the www.gyorscsatlakozók.hu and www.weh.hu websites do not qualify to be an official Quote. The Supplier will only consider any Purchase Order placed by the Customer online, or via regular mail to be an Offer to enter into a Supply Agreement. The Customer shall remain to be bound by any written Purchase Order placed, for a period of 30 days. The Supply Agreement is only deemed to have entered into force, once the Purchase Order has been confirmed by the Supplier in writing, or if the Supplier has started fulfilling the Purchase Order.
d.) Supplier hereby excludes Customer’s application of the General Terms and Conditions to the Supplier for custom-made products, they shall not be binding on the Supplier, unless they are expressly rejected by the Customer, unless their contents are expressly contrary to these GTC, even if it contains different provisions for supplementary or non-essential issues. After confirmation of our offer by the Customer or acceptance of the fulfillment, this clause shall be deemed accepted.
2.) Information materials
a.) The Supplier’s product brochures and/or online or web-based product catalogues contain all product specifications valid at the time. All information supplied in any of the Supplier’s previously issued product brochures and documents, or online or web-based product catalogues shall lose effect once a new product brochure and/or information document is sent to the Customer, or made publicly available online. All data, dimensions, values, terms and conditions of use, or any other contents displayed in any of the Supplier’s product brochures, catalogues, website or any other documents shall be deemed to be an approximate value, determined partly based on experiments, on a theoretical basis, and shall not be binding, unless the Supplier expressly indicated it to be binding in the relevant Quote issued, or if the Parties made an express written agreement about the same. All serial production manufactured products shall be delivered on the basis of a product specimen provided, or based on the catalogue. If any minor discrepancy is found in terms of the colour, weight, patterning, or form of the Goods, which is normally accepted in the general commercial practice, the Agreement shall be deemed to have been contractually performed. For the purposes of improving the products’ operational properties, the Supplier retains the right to make certain construction or technical related changes, without any prior notification made.
3.) Price and payment terms
a.) All prices shall be deemed to be denominated in EUR and exclusive of VAT. Unless the Parties otherwise agree in writing, the Supplier’s Price List applicable at the time when the Supplier Agreement is entered into shall apply, unless the Price List was changed less than 3 months prior to the delivery deadline. The Supplier retains the right to modify the Price List, if after the Supply Agreement is entered into force, major changes occur to such factors of the pricing, such as raw materials, the sub-units supplied by subcontractors, wages, payroll costs, taxes or other mandatory payments. The Supplier shall have the right to change its prices to reflect the impact of the given cost factors. If the Supplier has issued a Quote, the prices contained in such Quote shall prevail over the Price List prices, in the legal relationship between the Parties. All prices shall be deemed to be DAP (Delivered at Place), according to the 2010/2011 Incoterms, and shall be deemed to be exclusive of any auxiliary services provided, especially any costs related to insurance, installation & commissioning, or any other costs incurred during use by the Customer. The Supplier applies a flat rate hourly fee for any services provided in the field of installation & commissioning, maintenance, installation or other application support, plus charges the costs of materials and spare parts supplied to the Customer. If the total price payable for the Goods is below EUR 50, the Supplier shall be entitled to apply a surcharge to cover its costs. If any of the serial production products is requested to be adjusted to the Customer’s individual needs, the related fees shall be charged on a flat rate hourly fee basis, unless otherwise agreed by the Parties in writing. Unless otherwise agreed by the Parties in writing, the total amount indicated on the invoices shall be payable on the 8th day after the invoice issue date. For any invoice exceeding an amount of EUR 10,000, the following payment scheduling shall apply: 50% of the total amount shall be due to be paid when the relevant Purchase Order is placed, and 50% of it shall be paid when the Supplier has notified the Customer about the Goods being ready for dispatch. If any deficiency is found with the products or their assembly, the Customer shall have the right to withhold payment only to a justified extent, in accordance with the specific nature of the deficiency, or any damage suffered in terms of the usage value.
b.) For any payment delay arising, the Customer shall be obliged to pay 1% late payment interest on a monthly basis, based on the supplied Goods’ value, without any further notification. If the Customer is a business entity, the late payment interest payable on a monthly basis shall be the MNB’s prime rate plus 8%. If any payment delay arises, the Customer shall lose the entitlement to any benefit and/or price discount earlier provided. c.) The customer shall solely be entitled to exercise any right to withhold payment, if it has a receivable, which is acknowledged by the Supplier, or not disputed. d.) If the key manufacturing conditions, specially the procurement price of any materials used, or any wage costs, or other pricing factors change, the Supplier shall be entitled to adjust the prices, even if the prices were determined in a Master Agreement signed between the Parties. The Customer shall be entitled to request that the Supplier shares its calculations made in relation to the increase in the cost factors. The Supplier shall only be obliged to change any product currently being under design and/or manufacturing, if the Customer makes an advance payment for the additional costs incurred, and provided that the changes to be made do not create a disproportionate extra burden for the Supplier.
4.) Shipment and transfer of risk
a.) The Supplier shall have the right to make a partial delivery, with any supply.
b.) For deliveries abroad, the Customer shall be obliged to pay for all additional costs arising, especially including any customs duties, official document issuance fees, import sales taxes, other taxes, and shipping costs. For continuous supply agreements with a call option provided, and unless otherwise agreed by the Parties, the Customer shall be obliged to notify the Supplier in writing about the volumes agreed to be called, within 2 months prior to the delivery deadline. If any extra cost is triggered by any delay in the Customer calling any supplies, or due to the Customer making any subsequent changes, the Customer shall bear all additional costs arising. If there is any delay with the Customer calling the product supplies according to the agreed schedule, the originally agreed delivery schedule shall lose effect. If any prototype or experimental specimen is supplied by the Supplier, the Supplier shall retain all rights to the product (know-how, patent, industrial design patent), and the Customer shall not be entitled to provide any access to the same for any third parties. For any prototype or experimental specimen provided, the Supplier shall have no warranty obligation arising, and the Supplier shall retain all ownership title to the same. If the related Supply Agreement is not entered into between the Parties, the Customer shall be obliged to return the products delivered to the Supplier.
5.) Delivery deadline
a.) The delivery deadline shall be calculated from the day after the day on which the Purchase Order was confirmed by the Supplier. The delivery deadline shall mean the timing when the Goods have left the Supplier’s premises. The Supplier shall be deemed to be in delay with the delivery, if the Supplier has failed to show proper contractual performance by the calendar day set to be the binding delivery deadline, in writing. In such case, the Customer shall grant a fair extension to the deadline, of minimum 4 weeks. The delivery deadline shall be extended with a reasonable and justified time period in case of a Force Majeure event occurring, or if any circumstances or obstacle arise impacting normal course of business, which could not be foreseen by the Supplier or its own suppliers, and despite due diligence shown, taking into account all circumstances of the case, could not be avoided by either the Supplier, or its own supplier. When this occurs, the Supplier shall be relieved from its own obligation to contractually perform, if delivery is not possible within a reasonable deadline. The Supplier shall not be obliged to make the delivery, if the Supplier has previously signed an appropriate futures contract for the Supply Agreement, and the Supplier is unable to make the given delivery. In such case, the Supplier shall be obliged to promptly notify the Customer about such fact, and shall repay any portion of the Purchase Price already paid by the Customer.
b.) The Supplier shall have the right to refuse delivery, if after the Supply Agreement is signed, any data, facts or circumstances are becoming known to the Supplier, based on which it is likely that the Customer will not be able to perform the Agreement or make the required payments. When this arises, the Supplier shall only be obliged to perform the Agreement, if the Customer complies with its payment obligation prior to the delivery taking place, or provides adequate security for the same. The Supplier shall have the right to determine what kind of security to accept. The Supplier shall have the right to unilaterally withdraw from the Supply Agreement, if the Customer is in delay in performing its contractual obligations. The Supplier shall not be obliged to set any new deadline, if the Customer omitted any facts known to the Customer at the time of signing the Supply Agreement, or failed to be aware of the same, due to a lack of acting with due diligence, or otherwise acted in bad faith.
6.) Data disclosure by the Customer
a.) The Customer shall be liable to supply all data and other information required by the Supplier to issue a Quote being true and correct, and to be supplied in a timely manner, and to ensure that the environment set for installation is suitable for the works. The Customer shall be obliged to cover all additional costs incurred due to any defective data disclosure, or an inadequate installation environment. The environment being suitable for proper installation and commissioning is a key factor for product usability. The Supplier hereby states that the following documents are essential to issue a Quote: the completed technical data form, and supplying the scaled drawings and specimen(s). The Supplier is only able to issue a Quote once these specified parameters and drawings are provided, and a Purchase Order cannot be fulfilled without specimen(s) provided. Or if this is the case, the Supplier cannot be held liable for the products to be manufactured being 100% suitable. If the Supplier has the view, based on the specimen provided, that the product offered will not be able to fulfil the expectations 100%, the Supplier retains the right to issue a new Quote (for a new type of the product, adjustments made to the construct, or setting a new price and/or delivery deadline).
7.) Retention of ownership title and unilateral withdrawal from the Agreement
a.) The Supplier retains its ownership title to all Goods delivered. All Goods delivered to the Customer shall remain to be the property of the Supplier until all receivables arising from any other supply of goods or services already completed has been duly settled by the Customer. The Supplier undertakes that if the collateral provided by the Customer exceeds the receivables secured, and when requested so by the Customer, the Supplier will return any portion of the collateral in excess of the secured receivables plus 20%. In such case, the Supplier shall decide on which part of the collateral to release. If the Goods sold under the Supply Agreement get resold by the Customer, the Customer shall assign its own receivables and related rights to the Supplier, to serve as a collateral. The Customer shall have the right to directly enforce the receivables assigned. During the time period the Supplier retains the ownership title to the Goods, the Supplier shall have the right to inspect the proper management and storing of the Goods on site, any time, and if any inappropriate management of storing is identified, the Supplier shall first set a reasonable and justified extension to the deadline, and if such deadline expired without results, to remove the Goods from the Customer, without meaning that it has unilaterally withdrawn from the Agreement. The Customer shall be obliged to bear all costs related to returning the Goods to the Supplier, as well as the costs of repeated shipment required.
8.) Unilateral withdrawal from the Agreement
a.) If the Customer fails to properly take delivery of the Goods ordered, or if prior to delivery the Customer verbally or implicitly indicates towards the Supplier – including a failure to send a reply to any written inquiry, which describes the legal consequences of such conduct – that it does not wish to take delivery of the Goods ordered, the Supplier shall have the right to unilaterally withdraw from the Agreement, without any further notification, and claim indemnification in line with the general rules of civil law.
b.) If the Supplier lawfully withdraws from the Agreement, due to the Customer’s conduct shown, for which the Customer is accountable, including especially the case of payment delay, or due to the reason described in section 5 point b) herein, or if the Agreement becomes impossible to be performed due to any unlawful conduct shown by the Customer, the Supplier shall be entitled to claim indemnification for its damages suffered and a cost reimbursement, after the Goods have been delivered and the return Goods have been duly received. c.) If the Agreement becomes impossible to be performed due to any reason the Customer is accountable for, the Supplier shall be entitled to claim a flat rate compensation fee equal to 30% of the net contractual value. The Supplier shall be entitled to claim full reimbursement for any costs effectively incurred, related to the fulfilment of the Agreement, such as the costs of shipping and assembly, and any other documented costs related to the due performance of the Agreement. The hourly fee to be charged for the Supplier’s staff members shall be EUR 50 per person plus VAT, and for travel costs a fee of EUR 0.90/km per person plus VAT shall apply. The same cost rates shall apply for any other costs to be charged to the Customer, on the basis of these General Terms and Conditions. d.) The Supplier shall be entitled to claim an indemnification higher than the general indemnification amount set, while the Customer shall have the right to provide evidence on that the damage caused to the Supplier was of a lower amount. If the Customer is in delay in taking delivery of the Goods over 14 days, the Customer shall be obliged to bear all costs of storing the Goods.
a.) The Supplier shall provide a warranty for its products, in line with the provisions of the Agreement, for a period of 1 year upon the products being delivered to the Customer. The Customer shall have the right to report any complaint towards the Supplier, with regards to any incomplete or inappropriate delivery made, or if there is any obvious and recognisable product deficiency, within 14 days upon taking delivery of the Goods, in writing. If the Customer did not raise any complaint by such deadline, or if the Customer started to use or sold the Goods, the Customer shall be deemed to have accepted the contractual performance. Due to the large range of possible applications of the products distributed by the Supplier, the Supplier refuses to take any liability for the fact whether the given product is suitable for the effective intended use, or specific purpose of application, by the Customer. An exception to this rule shall be when the Supplier has granted its expressed written consent to that, after the Customer has described the specific application purpose in writing. When manufacturing technically complex products, it is unavoidable to experience a minimal level of scratch marks or surface injuries on the product. These shall not be deemed to cause default performance, provided that they do not impede the given product unit in its operations. The warranty claim shall be restricted to either the defect being repaired, or the Supplier sending a replacement delivery, at the Supplier’s own discretion. Prior to enforcing a warranty claim, the Supplier shall have the right to inspect the product, and to repair the product, or provide a subsequent or additional product delivery. If, despite the quality control performed, the defect can only be identified after it has been built-in, the Supplier’s sole obligation shall be to make additional deliveries available, as an option. The Supplier shall have no obligation to cover any of the costs of fitting or detaching the product, or any other costs. The Supplier shall solely be liable to bear any cost arising out of a potential product return, if the defect seems to be an overall product construction defect, covering all parts delivered, and if the Supplier acted with gross negligence. The Customer shall be obliged to get the Supplier involved, when an inspection is carried out to find out whether there is a need to recall the product. If the outcome of such inspection confirms that the Supplier is not liable, or that the product has no construction type defect, the Customer shall be obliged to reimburse all costs incurred by the Supplier in relation to the procedure conducted. The Customer shall not be entitled to enforce any other claim, expressly excluding any possibility to submit a claim for any indirect damages arising out of a potential default performance, except for the case of personal injury, unless the Supplier acted with gross negligence. The Supplier shall particularly have no liability for any damages identified in products not delivered by the Supplier. The Supplier shall particularly have no liability for any lost profit, or other financial damage suffered by the Customer. This restriction of liability shall not apply, if the damage was wilfully caused, or via gross negligence, or via a fraudulent act. A 1-year statutory period shall apply to all possible indemnification claims, starting from the delivery date. The pre-condition for the Customer to enforce any warranty claim is to ensure that the Customer cooperates with the Supplier in a reasonably expected manner, aiming to repair the defect, particularly meaning that the Customer shall promptly notify the Supplier about any defect uncovered. When setting a reasonable deadline to repair the defect, the ability and delivery capacity of the Supplier’s own suppliers shall be given due consideration. The Supplier shall be entitled to refuse to repair the defect until the Customer has duly paid the pro rata purchase price, taking into account the defect, including especially the purchase price of all other products delivered and being defect free. If the Customer reports a defect to the Supplier, which is not well based, or which occurred due to any reason the Customer itself is accountable for, the Customer shall be obliged to pay for the Supplier’s costs potentially incurred as a result. The Customer’s right to submit a warranty claim shall cease, when the Supplier’s product was used not in line with its intended use, or under operational conditions not in line with those stipulated, and/or if the Customer has used a spare part, which was not supplied by the Supplier, or if unprofessional maintenance was carried out, especially when the Supplier’s maintenance guidelines are not complied with, or if the product is treated or used in any other unprofessional manner, or fitted in an improper way. Further, the Customer’s right to submit a warranty claim shall also cease, if the Supplier’s product was further processed or transformed. When this occurs, the Customer shall be obliged to prove that the defect was not caused by the processing or transformation. If a subsequent delivery is made, it shall be deemed to be unsuccessful after the second attempt for subsequent performance was proven to be unsuccessful. No unilateral withdrawal from the Agreement is possible, when the defect is insignificant. Quickconnectors.hu Ltd. shall be obliged to do its best to comply with the delivery deadline indicated. Quickconnectors.hu Ltd. shall not be liable for any delay occurring in the delivery, due to external forces, or delays experienced with the manufacturers, or if was due to the fact that the Customer has failed to supply the data required for contractual performance, or supplied them with a delay, or being incomplete. Quickconnectors.hu Ltd. shall be obliged to promptly notify the Customer about any such delay occurring.
a.) The Supplier shall be liable for any damage or injury caused to anyone’s health, life or physical body, which was caused by the authorised representative and/or mandated agent/employee of the Supplier, wilfully or via gross negligence. The Supplier shall solely be liable for any other type of breach of contract, or causing damage outside the scope of the contract, if the Supplier’s authorised representative and/or mandated agent/employee has caused the same via gross negligence or wilfully. If any major or critical contractual obligation is breached, the Supplier shall be liable to the extent the damage was foreseeable at the time of signing the Agreement. The Supplier shall not liable for any potential damages arising out of any consultation activity provided, unless the Parties explicitly agree otherwise in the contract. Any information supply or consultation related to the fulfilment of the Agreement shall particularly not be deemed to be major contractual obligation. The total amount of the Supplier’s liability shall be limited to the receivables secured by a liability insurance policy obtained by the Supplier. The same shall also apply to all claims generated pursuant to the provisions of Chapter 9 of this GTC.
11.) Maintenance Guide
a.) If the Maintenance Guide supplied by the Supplier is not properly complied with, the Customer shall lose the right to enforce a warranty claim. Further, the Supplier also refuses to take any liability for any indirect loss caused by default performance, including especially any damage caused to third party assets, or personal injury.
b.) If any product is sent back to the Supplier for the purposes of repair, the Supplier shall draft a cost budget for the repair, after having examined the product. The necessary repair work will only be carried out, if the Customer places a formal written Purchase Order with reference to the Supplier’s Quote given for the repair work. Upon receipt of the cost budget prepared for the repair, the Customer shall have the right to decide to order new products, instead of ordering the repair. When this occurs, the products previously sent to the Supplier for repair, will only be returned to the Customer when specifically requested so by the Customer, and at the Customer’s sole costs. If upon the lapse of 4 weeks from the date of the Supplier’s Quote for repair, the Customer fails to submit the related Purchase Order for repair, or asking the Supplier to resend the products, this shall be deemed to constitute a waiver on the Customer’s side, with regards to the ownership title held to the products sent for repair. In such case, the ownership title to the products sent for repair shall be transferred to the Supplier, without any further notification made. If the Customer’s Purchase Order in relation to the repair works, or to resend the products is not received by the Supplier within 4 weeks from the date of the Quote, the Supplier retains the right to treat the products sent for repair as scrap, and dispose of them. The cost of report preparation when the repair is completed is included in the Supplier’s original Quote. The cost to be charged for examining the product, and drafting a report on its prevailing condition before repair shall be EUR 50. If the report on the product’s condition contains photos, the charge shall be EUR 150. If the Customer orders the Supplier to prepare a report on the product’s condition, the Customer shall indicate which type (of the above two) of report it chooses. Accordingly, the Supplier’s confirmation will include a note about the selected report type. If the Customer decides not to order the given repair, the Customer hereby acknowledges that the product will be returned to the Customer by the Supplier in a disassembled state.
12.) Confidentiality and patent protection
a.) The Customer shall be obliged to treat all know-how, and other corporate and product related information obtained during the business relationship and to be protected, as strictly confidential. If any protected document, object or any other information is handed over or forwarded between the Parties during the business relationship, they shall be subject to patent protection, with the Supplier being the patent holder. The Customer shall be obliged to treat all protected documents, objects, and other information strictly confidential, and shall not duplicate or try to imitate the same, or disclose or forward the same to third parties, or distribute it, or manufacture a copy of it, or provide access to it to any third party in any other way, and/or inform any third party about it in any other way. Unless otherwise agreed by the Parties, and without the Supplier’s consent, it is also forbidden to use the protected document, subject or other information in any way. Any protected item can only be available to persons on a need to know basis, based on the Agreement, and during the Parties’ cooperation. The Customer shall also be obliged to treat all other information of a confidential nature, or obviously being confidential, as confidential, and shall only be entitled to use the same to the extent required for the fulfilment of the Agreement. This obligation shall survive the termination of the business relationship, or legal relationship between the Parties. All specimen, drawings or other documents supplied by the Supplier, the transfer of which is not covered by a contract, shall remain to be the property of the Supplier. In case of any new development made, all ownership title to all outcome of the development shall be retained by the Supplier.
b.) When the Supplier carries out any type of development in any form of cooperation or involvement with the Customer, and a copyright question arises as to the outcome of such development, for the benefit of the Customer, the Customer shall assign all of its rights – if permitted by the law – to the Supplier, arising out of the same, which can be assigned. Such entitlement shall include, in particular, the processing, editing, translation, publication, reprocessing, duplication and exhibition. This provision shall particularly apply to all documentation and file related to the outcome of the development, and any form of drawing, algorithm, program or other know-how. Further, the Supplier shall solely be entitled to file any patent protection application for any of the outcome of the development project, both in Hungary and other countries, including patents, utility model, industrial or commercial model, or brand name protection.
13.) The outcome of developments, inventions, legal protection
a.) The Supplier shall be the entitled holder of all outcome of the developments, including in particular the right to use or sell all outcome of the development, even if this solely means a product adjustment. The Supplier shall have the right, but no obligation to provide any of its own patents during a development project. If any information is supplied by the Customer to the Supplier, this shall not mean that the Customer has obtained any right to dispose over the outcome of the development. When the case arises that the Supplier does not wish or is not able to supply any serial production product in the total unit number, at a competitive quality and with competitive technology, at the normal market price level, the Supplier shall be obliged to sign a one off License Agreement with the Customer, which cannot be assigned to third parties, with a license fee set at the general market level, enabling the Customer to manufacture the product itself, or to procure a third party to manufacture it.
14.) Data privacy
a.) It is hereby acknowledged by the Customer that the personal data contained in the Agreement shall solely be used for the purposes of internal processing, administration and summary statements, and cannot be transferred to third parties. The Customer hereby agrees to the fact that such data is used by the Supplier to send Newsletters.
b.) The Supplier shall have the right to procure a credit rating for the Customer, and the Customer hereby grants its explicit approval to that.
c.) The Supplier and any other service provider mandated by the Supplier shall solely be entitled to use the personal data for the purposes of requesting a quote, placing a purchase order, processing or administering complaints or any other actions needed, directly related to the Agreement.
15.) Post-fulfilment actions required
a.) Within 3 business days upon the Agreement having been contractually performed, the Customer shall be obliged to return to the Supplier all objects, documents, etc., which have been previously supplied by the Supplier, in relation to the fulfilment of the Agreement, in particular, any specimen, drawings, plans or other documents provided. Once the Agreement has been properly fulfilled, all rights previously granted to the Customer to use any of the documents, or any other protected intellectual property supplied by the Supplier shall cease to exit.
a.) If the Supplier has a mandatory obligation to carry out an audit, or for data disclosure, such audit shall not cover the Supplier’s special know-how and/or internal corporate data.
17.) Spare part supply
a.) The Supplier shall be obliged to supply spare parts, but only to the extent it is able to do so under the normal market conditions.
18.) Jurisdiction and place of performance
a.) The Hungarian law and procedural rules shall apply to all Agreements signed under the scope of this GTC, and the Parties hereby agree to the exclusive jurisdiction of the courts of Hungary. The United Nation Convention of Contracts for the International Sale of Goods (CIGS), dated in Vienna, 11 April 1980, shall not apply to this Agreement.
b.) For any potential legal dispute arising, the Parties hereby agree to the exclusive jurisdiction of the Hungarian court having territorial scope according to the Supplier’s legal seat.
c.) For non-Hungarian Customers, the technical documentation, specification, etc. will be made available in English.
d.) If any provision of these General Terms and Conditions becomes invalid, this shall leave the validity of all other terms and conditions unaffected.
Gyorscsatlakozók.hu Nagykereskedelmi Korlátolt Felelősségű Társaság
Legal seat: 2081 Piliscsaba, Ferenc-forrás útja 28. Hungary
Sites: 1047 Budapest, Baross utca 79-89.
Managing Directors: Andárs Szöllősy | Ildikó Szöllősy
Company registry number: 13-09-138638
VAT No.: 22741011-2-13