These General Terms and Conditions of Sale shall be binding on Sellers in full force and effect, unless the parties expressly exclude the application of some of their provisions in writing.
- For an Order placed with a Seller that remains in permanent business relations with CNT, the Seller's failure to respond to the Order within 3 business days shall mean accepting the Employer's proposal on the terms and conditions specified in the Order (Permanent business relations shall mean the duration of a CNT order execution relation or repeated business contacts (at least 3 times during 12 calendar months preceding the placement of the Order)).
- The Seller that is not in permanent business relations with CNT shall confirm the acceptance of the Order in writing (Order Acknowledgment) within 5 business days, unless agreed otherwise by the Parties. After the expiry of the above deadline, the Order ceases to be binding upon CNT.
- If the Order Acknowledgment contains, in any respect, terms and conditions inconsistent with the terms and conditions of the Order, CNT shall have the right, within 5 business days from the date of receipt of the Order Acknowledgment, to declare whether it accepts to perform the Order on the terms and conditions changed by the Seller. CNT's statement may be sent to the Seller by e-mail, fax or other means of distance communication.
- Should there be data discrepancies between the Order placed by CNT and the Seller's invoice, the data from the Order shall be deemed agreed.
- The supplier warrants that it has suitably qualified personnel, infrastructure and competences to ensure the required quality and compliance with the specific requirements of the Company.
- The Seller guarantees the right of access of the Buyer and its Customers to its registered office in order to conduct audits, inspections and other activities related to the works being performed for the Buyer.
- The Seller undertakes to notify the Buyer of non-conformities affecting the product/service lead time.
- Unless the Parties agree otherwise, the value of the Order includes the value of ordered Goods together with documents, its packaging and delivery to CNT.
- Together with the delivery of Goods, the Seller is obliged to provide a transport document (bill of lading relevant for the type of transport together with the shipment specification).
- The Seller shall place the Order number on the transport document and on other documents related to the processing of the Order, such as letters, invoices, quality certificates and declarations of conformity.
- The Seller is obliged to notify CNT of the readiness of Goods for shipment by e-mail, fax or other means of distance communication at least 3 business days prior to the planned date of delivery of the Goods.
- Deliveries of Goods shall be accepted at the CNT's registered office during warehouse opening hours, i.e. 8.00 a.m. – 4.00 p.m.
- CNT admits a possibility to accept a delivery outside the opening hours of the warehouses, provided that it is agreed in advance between CNT and the Seller.
- The quantitative inspection of delivered Goods and its condition after transport shall take place immediately after their delivery to the CNT warehouse, by comparing the delivery for compliance with the transport documents and the Order, and by way of a visual inspection of the external condition of the Goods.
- If the quantity of Goods does is not consistent with transport documents and the Order or if delivered Goods are damaged, CNT shall mark the above non-compliance in the transport documents. In case the delivery is not compliant in terms of quantity or quality with the terms and conditions of the Order, CNT shall inform the Seller about it by e-mail, fax or other means of distance communication.
- Within 3 business days from the date of reporting a non-conformity by CNT, the Seller shall deliver, at its own expense, the missing parts of the delivery or replace defective Goods with new ones, free from defects.
- An Order is completed upon delivery to CNT of ordered Goods compliant with the Order along with all documents required by the Employer.
- The Seller grants a two-year commercial warranty and guarantee for Goods.
- The Seller guarantees that the technical and performance parameters of Goods are compliant with the requirements of the CNT specified in the Order and that during the guarantee or commercial warranty period the Goods will be free from defects which would prevent their correct and failure-free operation.
- The Seller undertakes to notify CNT of planned and/or made changes to a delivered product. Any changes made to the product shall be fully identifiable and approved by a CNT representative.
- The Seller shall bear full civil and financial liability for effects and consequences of defects in Goods, disclosed or occurring during the guarantee or commercial warranty period due to improper quality of the delivered Goods.
- In case a defect in Goods occurs during the guarantee or commercial warranty period, CNT shall inform the Seller about that fact in writing (by e-mail).
- The Seller is obliged to fix the defect in Goods within 3 business days from the date of receipt of the notification of its occurrence from CNT. During the guarantee or commercial warranty period, the Seller may not accept CNT's claim submitted in the aforesaid manner only if it proves that the defect in the Goods was caused by reasons attributable to CNT as a result of improper operation of the Goods, contrary to the instructions and documents submitted by the Seller. If, during the guarantee or commercial warranty period, the delivered Goods fail three times with a defect which is attributable to the Seller, the Seller shall replace the defective Goods with ones that are free from defects at its own expense. The Seller's guarantee obligations shall be performed at a place advised by CNT. The supplier is obliged to prepare a report on the defect of the Goods, indicating the reason for its occurrence and the manner of fixing it within maximum 2 weeks from the receipt of information on its discovery.
- The guarantee or commercial warranty shall be extended by the period from notifying of the defect in Goods to its removal.
- In case of replacement of defective Goods with new ones, the guarantee or commercial warranty period shall count from the beginning.
- If the Seller fails to remedy a defect reported within the guarantee or commercial warranty period in time, CNT shall have the right to fix the defect on its own or have it fixed by a third party at the expense of the Seller, without losing the rights under the guarantee or commercial warranty.
- In the event of improper performance of an obligation by the Seller, in this case a delay in the processing of the Order or in the removal of a defect in Goods, CNT shall have the right to charge the Seller with a penalty of 5% of the Order value per breach, and in the case of a delay in the processing of the Order or in the removal of a defect in the Goods in the amount of 1% of the value of the Order per day of the delay. Payment of the penalty shall not release the Seller from the obligation to perform the obligation. In the event of a delay in the delivery of Goods amounting to more than 30 days, the Employer shall have the right to withdraw from the Order in the part of the delivery not completed on time.
- In case CNT delays payment of the price, the Seller shall have the right to claim statutory interest from CNT.
- If penalties do not cover the damage suffered, CNT may claim supplementary damages. CNT is entitled to control the processing of its Orders with the Seller also in the presence of recipients of CNT products.
- Disclosure by the Seller of information related to an Order to third parties requires a written consent of CNT.
- The transfer of the Seller's rights and obligations resulting from the processing of the Order requires a written consent of CNT.
- Any disputes related to the Order shall be settled by the court having jurisdiction over CNT.
Issue 2 of August 12, 2019.