Article 1. Scope of application

1.1 These General Terms and Conditions of Sale and Supply (hereinafter: “GTCs”) constituting general terms and conditions of contracts within the meaning of Section 384 of the Civil Code shall apply to commercial cooperation between Nado Steel Sp. z o.o. Sp. K. (hereinafter: “Nado Steel”) and businesses which purchase and receive from Nado Steel (hereinafter: “Purchaser”) goods and services (hereinafter collectively: “Goods”) and shall apply to sale and supply agreements (hereinafter: “Agreements”) regarding the Goods supplied by Nado Steel.
1.2 The GTCs shall be provided to the Purchaser as an integral part of the commercial offer prepared by Nado Steel in the course of negotiations held with a view to entering into the Agreement. Information that the GTCs are available on the website of Nado Steel: www.nado-steel.com shall constitute effective provision of the GTCs to the Purchaser.
1.3 These GTCs shall apply to each offer and each agreement entered into between Nado Steel and the Purchaser for the entire duration of commercial cooperation. Placement of an order with Nado Steel by the Purchaser shall mean acceptance of the GTCs for the entire duration of cooperation.
1.4 The GTCs shall apply to the extent they are not excluded by the Parties in writing, otherwise null and void. Any deviations from the GTCs shall only be effective if they arise from an offer of Nado Steel which constitutes an offer within the meaning of the Civil Code or if they are explicitly accepted by the parties to the Agreement in writing, otherwise null and void.
1.5 Sales catalogues, technical specifications, price lists, advertising materials relating to the Goods are provided for information purposes only and do not constitute an offer within the meaning of the Civil Code, they are only an invitation to negotiations.
1.6 Nado Steel reserves the right to amend the GTCs.

Article 2. Information about goods

2.1 Information relating to the Goods of Nado Steel is available on the website: www.nado-steel.com or in information materials provided by Nado Steel directly to the Purchaser.
2.2 Nado Steel shall make available any attestations, certificates and declarations upon the Purchaser’s request.
2.3 Announcements, advertisements and catalogues about the Goods of Nado Steel are provided for information purposes only and do not constitute an offer within the meaning of the Civil Code.
2.4 Models, samples and visualisations presented by Nado Steel on the website and in information and marketing materials are indicative only. Actual products of Nado Steel may differ from such models, samples and visualisations.
2.5 Weight of the Goods stated on drawings and in specifications is indicative only and shall not be binding on Nado Steel.

Article 3. Pricing

3.1 Prices of the Goods shall be agreed upon by Nado Steel directly with the Purchaser by way of an offer or negotiations. Nado Steel reserves the right to change prices of its Goods at any time.
3.2 Prices of the Goods stated by Nado Steel as at the date of order placement shall be binding for settlements between the parties, with a proviso that the Goods must be collected on a date set by Nado Steel. Otherwise, prices stated by Nado Steel as at the date of actual collection of the Goods shall be binding.
3.3 Prices stated by Nado Steel are net prices and shall be increased by VAT at the currently applicable rate.
3.4 The costs of delivery of the Goods to the destination indicated by the Purchaser shall be agreed upon on a case by case basis upon order placement. If no such arrangements are made, it shall mean that the Goods shall be collected at the registered office of Nado Steel and if the Goods are delivered by Nado Steel the costs of transport shall be added to the price.
3.5 Any changes of rates of taxes and/or customs duties which occur after the execution of the Agreement and result in increased costs of performance of the Agreement shall be borne by the Purchaser and shall not require an amendment to the Agreement.

Article 4. Payment terms

4.1 Payment terms shall be agreed upon by Nado Steel directly with the Purchaser by way of an offer or negotiations. If no such arrangements are made, the Purchaser shall make a prepayment against a pro-forma invoice.
4.2 Failure to pay within the time limit indicated in the pro-forma invoice shall entitle Nado Steel to withdraw from the Agreement in respect of unpaid orders. In such case, withdrawal from the Agreement shall cause any Purchaser’s claims regarding non-executed deliveries to expire.
4.3 Nado Steel shall have the right to request payment of the invoice price upon sending the Goods ordered. The date on which full payment is credited to the bank account of Nado Steel as indicated in the invoice shall be deemed the date of payment.
4.4 In the case of late payment, Nado Steel shall charge statutory interest for delays in commercial transactions.
4.5 In the case of late payment, Nado Steel may first apply any payments to due and payable interest.
4.6 The Purchaser may only set off its claims against Nado Steel with written consent of Nado Steel.
4.7 If any payments from the Purchaser to Nado Steel are overdue, Nado Steel shall have the right to suspend any deliveries (also those arising from other Agreements) until all liabilities are met by the Purchaser. Suspension of deliveries by Nado Steel shall not produce any effects of delay or culpable delay.
4.8 Raising any guarantee claims, complaints or other claims shall not release the Purchaser from the obligation to timely pay any amounts due arising from invoices issued.
4.9 Until the price stated in the Order Confirmation is paid in full, Nado Steel reserves the title to the delivered Goods being the subject matter of the Agreement.

Article 5. Order

5.1 The Purchaser shall place orders with Nado Steel in writing, by e-mail, with specification of the goods, dimensions, quantities and place of delivery.
5.2 Unless agreed otherwise, the Agreement shall be entered into as a result of Nado Steel confirming the order (“Order Confirmation”).
5.3 The Agreement shall be deemed entered into at the time the Purchaser receives the Order Confirmation sent by Nado Steel. Nado Steel shall confirm acceptance of an order by e-mail. Together with the Order Confirmation, Nado Steel shall inform the Purchaser about possible lead time. The lack of confirmation from Nado Steel shall mean that the order was not accepted for execution. Order Confirmation shall be made at least by e-mail or fax, otherwise null and void.
5.4 An order placed by the Purchaser shall not be cancelled without written consent of Nado Steel. In the case of order cancellation, the Purchaser shall bear any costs incurred by Nado Steel in connection with execution of that order.
5.5 If Nado Steel is in regular commercial relationship with the Purchaser, the lack of prompt reply of Nado Steel to an order shall not be construed as entering into the Agreement by the parties.

Article 6. Delivery, date of delivery

6.1 Dates of delivery stated by Nado Steel in the Order Conformation are estimates and are indicative only. Such dates may be changed in the case of a Force Majeure event or other circumstances beyond control of Nado Steel. If no delivery is made on a set delivery date, Nado Steel shall deliver the Goods as soon as practicable. Nado Steel shall not be liable to the Purchaser for delays in transport of the Goods, including for delays caused by reasons attributable to the carrier.
6.2 In the case of delivery of the Goods to the Purchaser, the Agreement shall be deemed performed at the time they are delivered to the indicated destination, and in the case of personal collection of the Goods by the Purchaser – at the time of collection of the Goods.
6.3 The Purchaser shall collect the Goods on dates specified in Article 6(1) and Article 6(2). In the case of culpable delay in collection, the Purchaser may be charged for re-transport and storage.
6.4 Failure to meet the set delivery date by Nado Steel shall entitle the Purchaser to withdraw from the agreement only if Nado Steel still does not make delivery despite setting a new delivery date for itself. Withdrawal from the agreement by the Purchaser shall be made in writing after expiration of 7 (seven) days from the new delivery date. In the case of withdrawal from the agreement by the Purchaser, the Purchaser shall pay Nado Steel for the performed part of the Agreement.
6.5 Nado Steel shall have the right to make partial deliveries, and the Purchaser agrees to collect particular Goods as they are delivered. Each partial delivery shall constitute a separate transaction and may be invoiced separately by Nado Steel.

Article 7. Guarantee, commercial warranty, complaints

7.1 Nado Steel shall deliver the Goods in accordance with the Purchaser’s order and shall not be responsible or liable for further use thereof.
7.2 Guarantee of Nado Steel shall cover compliance of the Goods with the accepted order and technical specification of Nado Steel, proper functioning of elements and components, the lack of defects, and completeness.
7.3 The Parties exclude commercial warranty of Nado Steel in respect of the Goods sold by Nado Steel.
7.4 The guarantee does not cover any Goods with mechanical, chemical or other damage not attributable to fault of Nado Steel, in particular damage occurring during transport and handling, caused by improper use or resulting from natural wear and tear during use. The guarantee does not cover any damage resulting from any use, cleaning and maintenance non-compliant with recommendations of Nado Steel, and does not cover discolouration or deposits resulting from use. The guarantee does not cover wearable parts, such as seals, bearings, light sources, etc.
7.5 Nado Steel grants the guarantee for the following periods, starting from the date of purchase:
a) the guarantee period for Nado Steel products made of stainless steel shall be 12 months,
b) the guarantee period for components which are not Nado Steel products (in particular: wheels, rails, rollers, foots, locks) shall be 6 months.
7.6 Nado Steel shall make guarantee repairs of the Goods at its registered office within 14 days from delivery of the Goods to Nado Steel. The costs of delivery of the Goods to Nado Steel shall be borne by the Purchaser.
7.7 Nado Steel may make individual arrangements regarding guarantee repairs on terms other than those stated in Article 7(6), including repairs by the Purchaser. In such case, Nado Steel shall agree upon settlement of the costs of repair individually with the Purchaser, and the Purchaser shall be responsible and liable for the quality and correctness of the guarantee repair.
7.8 In particular, repairs made in accordance with Article 7(7) may be made in the case of replacement of components which are not Nado Steel products and which may be disassembled and assembled by the Purchaser or the end user. In such case, the Purchaser or the end user shall send the defective component and Nado Steel shall return the repaired or new component. The foregoing provision shall apply in particular to wheels, rails, rollers, foots, locks, electronic components.
7.9 In the case of physical defects which could not be detected upon collection or occurred later during the guarantee period, the Purchaser shall raise a guarantee claim within 7 days from detection of the defect. The claim shall be handled within 14 days from the date of submission.
7.10 The Purchaser shall raise a guarantee claim with Nado Steel in writing, by e-mail, with a brief description of the defect and the number of the invoice for the Goods or the order number of Nado Steel.
7.11 In the case of unjustified guarantee claim or complaint, the costs of proceedings, including in particular the costs of expert opinion, the costs of transport of the Goods, shall be borne by the Purchaser.
7.12 If a guarantee claim or complaint is rejected, Nado Steel shall inform the Purchaser about this fact, stating the reason why the claim is rejected.

Article 8. Damage or deficits in transport

8.1 The risk of delivery of the Goods and the risk of accidental loss or damage shall pass to the Purchaser at the time of handover to the Purchaser, subject to the following clauses.
8.2 If the Purchaser collects the Goods by transport commissioned by the Purchaser or if the Goods are sent with intermediation of an entity engaged in the business of professional carriage of goods, the risk of delivery of the Goods and the risk of accidental loss or damage shall pass to the Purchaser at the time the Goods are released to the carrier. In such case, responsibility and liability of Nado Steel for damage in transport or quantity deficiencies shall be excluded.
8.3 Upon collection of the goods directly from Nado Steel or the carrier, depending on the time the risk is passed as specified hereinabove, the Purchaser shall inspect the goods in terms of quantity and quality. If any deficiencies, defects or damage are detected, the Purchaser shall make an appropriate note in delivery or carriage documents (delivery note, waybill, CMR, etc.) and notify Nado Steel directly, by e-mail, within 7 days from the time of collection. If no note and no notification is made as described in the preceding sentence, the Purchaser shall lose the right to make a complaint due to damage and deficiencies in transport.
8.4 Regardless of the manner of delivery, responsibility and liability of Nado Steel for quantity deficiencies shall be excluded once the risk has passed to the Purchaser.
8.5 Damage to the Goods, such as dents, scars, breakage during transport of the goods to the Purchaser and quantity deficiencies of the Goods shall not be covered by the guarantee and shall be subject to complaint-handling proceedings depending on the circumstances described in Article 8(1) – Article 8(4) hereinabove.

Article 9. Return of the Goods

9.1 The Goods may be returned with written consent of Nado Steel.
9.2 Acceptance of returned Goods shall be conditional upon the Goods being undamaged and free from any traits of use.
9.3 The Goods custom made to the Purchaser’s order shall not be returnable.

Article 10. Damages

10.1 The Purchaser’s claims for damages relating to performance of its Agreement, arising from defects, shall be excluded if they do not arise from gross negligence or wilful misconduct of Nado Steel.
10.2 The Goods of Nado Steel shall be used in accordance with their intended purpose, they shall not be modified by the Purchaser or user. Otherwise, liability of Nado Steel shall be excluded.
10.3 Liability of Nado Steel shall be limited to the value of goods ordered. Claims for damages shall be excluded both in respect of actual damage and lost income.

Article 11. Applicable law, territorial jurisdiction

11.1 The legal relationship with the Purchaser shall be governed by and construed in accordance with the laws of Poland.
11.2 Any disputes which may arise directly or indirectly from these provisions shall be resolved by a Polish court having competence and territorial jurisdiction over the registered office of Nado Steel.

Article 12. Other provisions

12.1 Assignment of the Purchaser’s rights arising from the Agreement entered into with Nado Steel or from any order to any third parties shall be permissible with written consent of Nado Steel.
12.2 If any articles of the GTCs happen to be legally ineffective, the remaining provisions and any orders executed on their basis shall remain to be binding.
12.3 The Purchaser agrees to processing by Nado Steel or entities engaged by Nado Steel of personal data provided by the Purchaser in connection with performance by Nado Steel of sales agreements and after-sale service agreements.
12.4 The Purchaser shall enjoy any rights in accordance with the provisions of the Personal Data Protection Act of 29 August 1997 (“Dziennik Ustaw” [Journal of Laws] of 2002, No. 101, item 926, as amended), in particular the right to access its personal data.
12.5 The GTCs and the Agreements shall be governed by and construed in accordance with the laws of Poland. To any matters not regulated herein relevant provisions of the Civil Code and other applicable provisions of the Polish law shall apply. The parties do hereby exclude applicability of the Convention on the Limitation Period in the International Sale of Goods (New York, 14 June 1974) and the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) to deliveries made under this Agreement.
12.6 If any amendments are made to the GTCs during the term of the Agreement, Nado Steel shall inform the Purchaser of such amendments. If Nado Steel does not receive, within 10 business days from receipt by the Purchaser of information about amendments to the GTCs, a statement to the effect that the amendments are not accepted, the Purchaser shall be deemed to have accepted the amendments.