General Purchasing Terms and Conditions

Version: 1/2025

Effective from: 1 February 2025

1. Scope. Definitions.

1.1. In these General Purchasing Terms and Conditions, “2N” means 2N TELEKOMUNIKACE a.s., with its registered office at Modřanská 621/72, 143 01 Prague 4, Czech Republic, Id No.: 26183960, registered in the Commercial Register kept by the Municipal Court in Prague, Section B, File 6613. “Supplier” means the company with which 2N has entered into a contract or to which 2N (or a third party designated by 2N) has sent an order for the purchase of Products. “Product(s)” mean the product(s) (or, if applicable, modified products as required by 2N or a third party designated by 2N) or, by analogy, the work or services that are the subject of the contract or are specified in the order sent by 2N or a third party designated by 2N. “Work” means the activity consisting in the manufacture, or installation and maintenance of a certain thing, or repair or modification of a certain thing, or any activity with a different result, which the Supplier undertakes to perform for 2N under the Contract. 2N (or a third party designated by 2N, if applicable) and the Supplier may be hereinafter jointly referred to as the “Parties” and each of them individually as a “Party”. 

1.2. Unless otherwise expressly agreed in writing by the Parties, these General Purchasing Terms and Conditions apply to all orders and contracts relating to purchases of Products made by 2N or on behalf of 2N (hereinafter the “Contract”), where referred to in these documents. This also applies if the Supplier refers to other terms and conditions when negotiating the Contract. Any order or contract relating to the purchase of the Products is deemed to be an order or a contract under which the Supplier is obliged to supply, perform or provide the Product to 2N, regardless of whether it is designated as an order, purchase contract, contract for work, contract for services or otherwise.

1.3. These General Purchasing Terms and Conditions (hereinafter as the “Terms and Conditions”) are an essential and integral part of all Contracts concluded with reference to these Terms and Conditions.

1.4. 2N may amend these Terms and Conditions at any time. However, the Terms and Conditions in the wording applicable as of the date of execution will apply to the Contract already executed.

2. Orders. Conclusion of the Contract.

2.1. Each Contract for the purchase of Products is concluded by written or electronically submitted orders specifying the quantity of the relevant Products, applicable price, shipping instructions and required delivery date.

2.2. Unless otherwise expressly agreed in writing by the Parties, 2N is not bound by the Supplier’s general terms and conditions of sale or any other or different terms and conditions that may be contained in any proposal, quotation, price list, order confirmation, notice, invoice, packing slip or similar document used by the Supplier and are hereby expressly rejected.

3. Term of the Contract

3.1. If the subject of the Contract is a recurring performance, then, unless 2N specifies otherwise in the relevant order and unless 2N cancels its order at an earlier date, the Contract will remain in force for a period of 1 year from the date of delivery of the order to the Supplier (hereinafter the “Initial Term”). Upon expiration of the Initial Term, the Contract will automatically renew for an additional one (1) year unless either Party delivers written notice of termination to the other Party at least 60 days prior to the end of the Initial Term. This is without prejudice to the possibility of withdrawal from the Contract under the applicable law, where the following scenarios in particular will constitute a material breach: (a) the Supplier’s delay in the proper delivery of the Product for more than 60 days; (b) 2N’s delay in payment of the price for more than 60 days; and/or (c) if an insolvency petition has been filed in respect of the Supplier which, in 2N’s subjective opinion, is not manifestly unfounded, or if the Supplier enters into liquidation.

4. Requirements for quality and environmental protection

4.1. Where applicable, the Supplier shall ensure that the Products comply with the requirements of Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive), including any amendments, updates or regulations that may replace it. The Supplier shall also comply with the requirements of Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), including any amendments, updates or regulations that may replace it. The Supplier agrees to provide 2N, upon request, with material statements or opinions relating to both of the above regulations regarding the Products. In connection with the labelling of the Products for end users, the Supplier shall ensure that the Products comply with the requirements of Directive 2012/19/EU on waste electrical and electronic equipment (WEEE Directive), including any and all changes, updates or regulations that may replace it.

4.2. The Supplier agrees to carry out the necessary due diligence activities to ensure responsible sourcing of minerals from high-risk and conflict-affected areas in accordance with OECD guidelines (Organisation for Economic Co-operation and Development).

4.3. The Supplier is required to hold a valid ISO 9001 certification. Furthermore, the Supplier is also required to hold a certification according to the ISO 14001 standard or to have an environmental management system in place meeting the basic principles of this standard. If any of the Supplier’s certifications expire, the Supplier shall immediately notify 2N and 2N will have the right to terminate the Contract with immediate effect. The Supplier shall provide 2N with the relevant certificates upon request.

5. 2N’s Instructions. Change of Products. End of production.

5.1. If the Contract provides for performance of work, the Supplier will be bound by the instructions of 2N when performing the work. 2N may reasonably control the fulfilment of this obligation. The Supplier is obliged to notify 2N in writing of the unsuitability of the instructions given. If the Supplier fails to notify 2N of the unsuitability of its instructions in writing without undue delay, the Supplier is liable for any defects of the work.

5.2. In case of any change in the Products, the Supplier agrees to notify 2N of this fact without delay in writing not later than within six (6) calendar months before the date of the change specified in such notice. The same notification period also applies if the Supplier decides to discontinue the sale of the Products and 2N will have the right, at its sole discretion, to place a final order.

5.3. If the Product is a service or a work, the Product may be changed only upon the written instruction of 2N or by mutual written agreement of the Parties.

6. Packaging and transport.

6.1. If the Contract provides for the supply of goods, the Supplier shall pack the Products in a safe manner with regard to their transport and in compliance with customs of trade, as well as the applicable legal regulations, without incurring any additional costs for 2N. Furthermore, the Supplier shall ensure the following: (i) transport on pallets – use of wooden pallets in accordance with the requirements of ISPM 15 standard, and (ii) delivery in packages – use of shipping boxes designed for the relevant transport. 2N may request the replacement of the Products if the Supplier has packaged them differently from the requirements set out above.

7. Delivery terms

7.1. If the Contract provides for the supply of goods and unless the Parties agree otherwise in the Contract, all deliveries of the Products hereunder will be made on the basis of the following delivery terms: DAP (Incoterms® 2020), with delivery to a place specified by 2N.

7.2. The period of performance is essential for 2N and all dates specified in the Contract are fixed. If the delivery is delayed by more than five (5) weeks from the agreed delivery date, 2N will have the right to cancel the delayed order by notifying the Supplier in writing (by email). In such a case, 2N will be entitled to compensation for all damage, losses, costs and expenses incurred in connection with such cancellation.

8. Prices. Payment Terms.

8.1. Unless the Parties expressly agree otherwise in writing, the prices are fixed. The Supplier may not charge billing fees. The price includes all costs related to the performance of the Contract, including the procurement of documents necessary for the use of the Product. The Supplier may not charge any additional fees beyond the scope of the agreed price, e.g. for quotations, samples, test deliveries and sample materials.

8.2. All payments will be paid within sixty (60) days after 2N receives a duly issued invoice from the Supplier, unless otherwise expressly agreed in writing.

8.3. The Supplier shall send the invoice electronically to the address [email protected], after proper performance has been provided, unless the Parties agree otherwise in the Contract. A prerequisite for issuing an invoice is the acceptance of the performance by 2N. The acceptance record must be attached to the invoice. If the Contract provides for recurring monthly performances, invoicing will be monthly in arrears, unless the Parties agree otherwise in the Contract. 

8.4. Unless otherwise agreed in writing, 2N is not obliged to make advance payments.

8.5. Unless otherwise agreed in writing, all prices are quoted in USD, EUR or CZK and will be invoiced in the currency specified in the Supplier’s quotation agreed by 2N. If the Supplier requires payment in CZK contrary to the quotation, the exchange rate applicable on the date of acceptance of the quotation by 2N will apply.

8.6. If an invoice does not contain all the requisites under applicable legal regulations or the Contract or if it contains incorrect information, 2N may return it for correction before its due date. A new maturity period will commence upon delivery of the corrected invoice.

8.7. Each Party shall pay its own transaction fees associated with their payments, including any applicable bank charges.

8.8. If the Supplier, in the reasonable opinion of 2N, fails to perform any of its obligations under the Contract, 2N may, upon reasonable prior notice, suspend payments to the Supplier.

8.9. If 2N, as the recipient of the performance, is liable with respect to unpaid tax for the performance pursuant to Section 109 of Act No. 235/2004 Coll., on value added tax, as amended (“VAT Act”), 2N may pay the value added tax on behalf of the Supplier directly to the Supplier’s tax administrator for the purpose of a special manner of securing the tax pursuant to Section 109a of the VAT Act. 2N shall inform the Supplier in writing of the payment. The Supplier’s receivable from 2N will be reduced by the relevant amount of the tax paid in this manner.

9. Warranty

9.1. The Supplier warrants that all Products supplied by it: (i) will be free from defects in design, material and workmanship; (ii) will fully comply with the specifications set out by the Supplier and/or required by 2N or its designated third party; and (iii) will be fit for their intended purpose.

9.2. The Supplier’s liability is limited to defects occurring during the warranty period of twenty-four (24) months from the date of delivery of the relevant Product.

9.3. The remedy for breach of warranty will be, at 2N’s sole discretion and at Supplier’s expense, either: (i) refund of the full price paid for the defective Products, (ii) repair of the defective Products, or (iii) replacement of the defective Products. In the event of repair or replacement of any Product, the Supplier will be liable for defects in the repaired or replaced Product under the same terms and conditions as apply to the original Product. The warranty period of the repaired Product will be the same as the remaining warranty period of the original Product, or six (6) months, whichever is longer.

9.4. If the Supplier (i) repeatedly delivers defective Products or (ii) deviates from 2N’s general Supplier requirements, 2N may terminate the Contract in part or in full without any liability for such termination. In such a case, the Supplier shall reimburse 2N for any and all proven damage, losses, costs and expenses incurred in connection with such termination.

10. Liability for Products and insurance

10.1. Should any claims or demands be made or any actions be brought against 2N (hereinafter as “Claims”) by third parties for alleged personal injury (including death) or property damage (including loss of data) caused by defects in the Products, the Supplier agrees to indemnify and hold 2N harmless from and against all damage, costs, expenses (including reasonable attorneys’ fees and other professional fees), debts and other liabilities incurred by 2N.
10.2. The Supplier’s obligation under Article 10.1 is excluded, if the Claim is based on personal injury or property damage caused by Products that: (a) are improperly used, modified or altered by 2N or a third party without the Supplier’s prior consent, provided that such personal injury or property damage would not have occurred in the absence of such improper use, modification or alteration; or (b) are combined with other products or equipment not supplied by the Supplier, provided that such personal injury or property damage would not have occurred in the absence of such combination.
10.3. The Supplier shall take out and maintain an insurance policy including worldwide product liability insurance covering its liability under the Contract with sufficient insurance coverage. Upon 2N’s request, the Supplier shall promptly provide 2N with the relevant insurance certificate.

11. Intellectual property rights

11.1. The Supplier hereby represents and warrants that (i) it owns, holds or has an irrevocable and valid license to all intellectual property rights pertaining to the Products, including intellectual property rights used or required in the manufacture, packaging, marketing and sale of the Products; and (ii) no provision of the Contract, the Products themselves, use of the Products by 2N or any other disposal of the Products does not infringe any intellectual property rights of any third party. 

11.2. The Supplier grants to 2N, as of the date of acceptance of the Products, an unlimited right to use the Products to the fullest extent permitted by applicable law. The right to use the Products is unlimited in terms of time and territory, it is transferable with the right to sublicense and assignable without the need for consent of the originator or owner of the industrial or intellectual property. If the Product is a work within the meaning of the Copyright Act, the Supplier grants 2N the right to interfere with the work, to modify it, to include it in a collective work, to modify it, to complete it at any time independently, to combine it with another work, to distribute it to the public under its own name, to transfer it to another person and to develop it or otherwise dispose of it, including through third parties. The Supplier agrees that 2N may also use the Product for purposes other than those following from the Contract. Any fee for the provision of these rights is included in the Product price.

11.3. The Supplier shall indemnify 2N and hold it harmless in relation to any compensation for damage, costs, expenses (including reasonable costs of legal representation and fees of other professional advisers), obligations and other liabilities that may arise to 2N on the grounds of any Claim that the Products or their use constitute an infringement on or misuse of any third-party intellectual property rights, provided that 2N notifies the Supplier of the Claim without delay.

11.4. 2N reserves the right to defend itself, at the Supplier’s expense, against any Claims made against 2N. 2N shall take into account the Supplier’s reasonable interests in any action brought against 2N, provided that the Supplier informs 2N of such reasonable interests to be taken into account and that such interests do not conflict with any reasonable interests of 2N. 2N shall not agree to settle or otherwise enter into any settlement with any claimant without the prior written consent of the Supplier (which consent will not be unreasonably withheld or delayed). The Supplier shall, at 2N’s request and at the Supplier’s expense, reasonably cooperate with 2N in defending against the Claim or settling the Claim.

11.5. If the Product or any part thereof is, or in the reasonable opinion of the Supplier may become, the subject of a Claim, infringement or misuse as set out in Article 11.3, the Supplier shall, at its discretion and at its own expense, (a) procure for 2N the right to continue to exercise the affected rights under the Contract, or (b) replace or modify the allegedly infringing Product or part thereof so that the infringement or misuse does not occur and without materially affecting the functionality, performance or specification of the Product or part thereof. If the remedies set out in this Article 11.5 are unsuccessful despite the Supplier’s best efforts, 2N may terminate the Contract with immediate effect. If 2N elects to terminate the Contract, the Supplier shall indemnify 2N against all damages, costs and expenses incurred by 2N as a result of the Supplier’s failure to remedy the infringement or misuse in accordance with this Article 11.5.

11.6. The Supplier will not be liable for any infringement or misuse under this Article 11 if such infringement or misuse is caused by (a) the use of the Product in combination with any other products or equipment, provided that the infringement would not have occurred in the absence of such combination (except where the combination is, according to the Supplier’s information and instructions, applicable to the Product or where there is no other commercially reasonable non-infringing use of the Product apart from such combination); or (b) a modification or alteration of the Product made by 2N or a third party without the Supplier’s consent, provided that the infringement would not have occurred in the absence of such modification or alteration.

12. Limitation of liability

12.1. SUBJECT TO THE PROVISIONS OF ARTICLE 12.2 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGE OF ANY NATURE OR KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR LOSS OF USE OF THE CONTRACTS, RELATING TO OR ARISING OUT OF THE CONTRACT.

12.2. The limitation of liability set forth in Article 12.1 above will not apply to the Supplier’s obligations under Article 9 (“Warranty”), Article 10 (“Liability for Products and insurance”), Article 11 ("Intellectual property rights"), Article 13 (“Confidentiality”), except for cases of gross negligence or intentional unlawful conduct by the breaching Party.

13. Confidentiality and information security

13.1. Both Parties agree to maintain the confidentiality of all information received from the other Party and to use it only to the extent necessary to exercise their rights and fulfil their obligations under the order and the Contract, and to impose this confidentiality obligation on their officers, employees, subcontractors and other persons to whom the order or the Contract applies.

13.2. If the proper performance of the Contract requires access to 2N’s information systems and ICT infrastructure or physical access to 2N’s facilities, the Supplier shall continuously implement standard measures to ensure information security that will reduce the risk of a security incident and its impact.

13.3. The Supplier agrees to protect all information owned or used by 2N and to always act and behave in such a manner so as not to harm and endanger the goodwill of 2N or other legitimate interests of 2N during the performance of its obligations.

14. Export

14.1. The Supplier agrees to comply with all applicable national and international export control regulations.

14.2. If the Contract provides for delivery of goods, the Supplier shall provide 2N with:

– written information and instructions (including ECCNs) with regard to all current export control laws, regulations and restrictions applicable to the Products and, if requested by 2N, the Supplier will provide assistance to the extent commercially reasonable in obtaining any necessary export licenses or permits;

– adequate preferential origin certificates, the Supplier’s declarations or similar documents in cases covered by the FTA where the Products meet the requirements of preferential origin; and

– HS customs codes of the Products.

15. Exemptions

15.1. Each Party will be released from any obligations under the Contract to the extent (and for the relevant period) that it is unable to perform its obligations in whole or in part or is in default of its obligations due to strikes, exclusions or other labour disputes or due to reasons beyond its reasonable control, such as fires, floods, wars, embargoes, blockades, civil disturbances, acts of governmental authorities, events of force majeure, disruptions or delays in deliveries by subcontractors if caused by any of the circumstances set forth in this paragraph.

15.2. If, for any of the reasons set forth above, performance of the Contract becomes impossible for more than ninety (90) consecutive days, either Party may terminate the Contract by written notice to the other Party.

16. Information disclosure

16.1. The Supplier shall not issue any press release or other public announcement of any kind or advertising material relating to the order or the Contract or the content thereof without the prior written consent of 2N.

17. Assignment of rights and obligations

17.1. The Supplier shall not assign or transfer its rights and obligations under the Contract in whole, in part or individually without the prior written consent of 2N.

18. Governing law and arbitration

18.1. These General Purchasing Terms and Conditions are governed by the substantive laws of the Czech Republic regardless of the provisions of the UN Convention on the International Sale of Goods.

18.2. Any dispute, irregularity or claim arising out of or in connection with the Contract, its breach, termination or invalidity will be finally resolved by arbitration in accordance with the Rules of the Arbitration Court of the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic (the “Arbitration Court”). The arbitral tribunal will consist of three arbitrators. The arbitration will be held in Prague, Czech Republic. The language of the proceedings, documentation and award will be Czech, or English if the Supplier is based outside the Czech Republic.

18.3. The Parties undertake and agree that all arbitration proceedings conducted in connection with this arbitration clause will be treated as strictly confidential. This confidentiality obligation applies in particular to any information disclosed in the course of such arbitration proceedings and any decisions or awards rendered or issued in the course of such proceedings. The information to which this confidentiality obligation applies must not be disclosed in any form to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, a Party must not be prevented from disclosing such information to protect its rights to the best of its ability against the other Parties in connection with a dispute or where it is required to do so by its articles of associations, regulations, order of a governmental authority, stock exchange listing agreement, etc.

19. Language versions

19.1. These Terms and Conditions are issued in the Czech language. Any other language version is an informative translation only. In the event of any conflict between the Czech and any other language version of these Terms and Conditions, the Czech version will always prevail.

20. Effect

20.1. These Terms and Conditions become effective on 1 February 2025.