GENERAL TERMS AND CONDITIONS OF SALE (B2B)
§1.
General Provisions
1. These general terms and conditions of sale (hereinafter: “GTCS”) define the terms and conditions of contracts to which LED Labs S.A. with its registered office in Krakow (address: ul. Zakopiańska 2C, 30-418 Krakow, Poland), entered into the Register of Entrepreneurs of the National Court Register under KRS number: 0000988995, with REGON number: 360837680 and NIP number: 6793108450 (hereinafter: “LED Labs”) is a party, including sales contracts, delivery contracts, distribution contracts, marketing support contracts and service contracts.
2. The subject of LED Labs' activity is the sale of goods, with particular emphasis on light sources and aluminium profiles for LED strips along with accessories (hereinafter: "Goods"). The purpose of the GTCS is to define the rules of cooperation between the parties, in particular with regard to the purchase, distribution and promotion of the Goods by the distributor who is a contractor of LED Labs (hereinafter: "Distributor").
3. The GTCS do not apply to consumers, which, according to Article 221 of the Act of 23 April 1964 of the Polish Civil Code (hereinafter: "Civil Code"), are natural persons making a legal transaction with an entrepreneur not directly related to their economic or professional activity, and to entrepreneurs on the rights of consumers, which, according to Article 3855 of the Civil Code are natural persons concluding contracts directly related to their business activity, when it follows from the content of such contracts that they do not have a professional character for them, arising in particular from the subject of their business activity, made available on the basis of the provisions of the Polish Central Register and Information on Business Activity or other provisions concerning relevant registers of entrepreneurs. If a consumer or an entrepreneur on the rights of a consumer referred to in this section would like to conclude a contract with LED Labs, they should individually contact LED Labs in order to potentially agree on terms and conditions of the contract and the procedure for its conclusion.
4. The Distributor has the right to purchase Goods from LED Labs and to resell the Goods within the range currently offered by LED Labs. At the same time, the Distributor has the status of an independent entrepreneur and acts in his own name and on his own account. The Distributor is not entitled to make any declarations or sign them in the name and on the account of LED Labs. Within the scope regulated in the GTCS, the Distributor is in no way an employee, agent or representative of LED Labs. The purpose of the GTCS is not to establish a civil law partnership relationship between the parties.
5. LED Labs may conclude individual agreements with selected Distributors (including distribution agreements, sales agreements, supply agreements, marketing support agreements and service agreements). In such a case, in the event of a discrepancy between the GTCS and an individually concluded agreement, the provisions of such an agreement concluded individually with the Distributor shall prevail (unless the parties expressly agree otherwise). The remaining provisions of the GTCS, to the extent not regulated in an individually concluded agreement by the parties, shall be binding upon the Distributor.
§2.
Placing orders
1. The Distributor may submit LED Labs orders (hereinafter: “Orders”) via e-mail to the addresses provided on the website: www.led-labs.pl/page/kontakt selecting the appropriate e-mail from the addresses indicated in the tabs “Customer Service”, “Commercial Department Poland”, “Investment Department”, “Commercial Department Export” or by contacting LED Labs through other appropriate communication channels indicated by LED Labs.
2. Submission of an Order is deemed equivalent to reading and accepting the GTCS by the Distributor. LED Labs may, prior to the conclusion of the contract, require the Distributor to make other representations, that may include a statement regarding the professional nature of the contract that is to be concluded.
3. An Order shall be considered accepted for execution only upon LED Labs' submission to the Distributor of a statement of acceptance of a given Order, confirmation of the price, terms of sale and delivery of the Goods. The statement referred to in the preceding sentence may be made on behalf of LED Labs by an individual Distributor's account manager assigned by LED Labs (hereinafter: "Account Manager"). If the Order is not confirmed within 7 (seven) working days from the date of placing the Order, the Order shall be deemed cancelled.
4. Placing an Order may require the Distributor to indicate the expected date and place of delivery of the Goods or to indicate that the Goods will be collected by the Distributor from LED Labs' premises or LED Labs' warehouse.
5. LED Labs shall have the right to refuse or delay the fulfilment of an Order if this is justified by supply or technical difficulties, as well as by the Distributor's delay in payment for Orders previously fulfilled. If LED Labs promptly informs the Distributor of the refusal or delay of the Order, stating the reason, it will be released from any liability for non-performance.
6. By submitting the Order, the Distributor authorises the issuing of an invoice without having to obtain his signature. The Distributor agrees that invoices may be sent to him electronically.
7. If the Goods included in the Order are not available, LED Labs will inform the Distributor that the Order cannot be fulfilled. If the impossibility of fulfilling the Order relates only to the temporary unavailability of the Goods, LED Labs will inform the Distributor of the expected date for fulfilling the Order placed.
8. LED Labs shall be entitled to introduce a maximum number of units of a given Item covered by a single Order, as well as to introduce a limitation on delivery methods, forms of payment or bulk orders.
9. In the case of reasonable doubts, LED Labs may verify whether the agreement concluded by the Distributor falls within the scope of activities undertaken professionally in the scope of business actually carried out by a given entrepreneur, in particular by verifying the subject of the business activity, made available on the basis of the provisions of the Polish Central Register and Information on Business Activity or other provisions concerning relevant registers of entrepreneurs. For this purpose, LED Labs may request the Distributor to provide information or materials making it possible to verify the connection between the concluded agreement or the purchased Goods and the business activity conducted by the Distributor, including the industry and specialisation in which the Distributor operates.
§3.
Prices of Goods and payment
1. If LED Labs does not indicate otherwise the prices of the Goods are given in Polish zloty (PLN) or in euros (EUR) (depending on the version of the price list presented to the Distributor) and are net prices. The presented prices of the Goods do not include delivery costs. LED Labs may change the prices of the Goods at any time. Such a change does not constitute an amendment to the GTCS and does not require the Distributor's consent.
2. The Distributor is free to determine the price for the resale of the Goods, including its margin.
3. Payments for the ordered Goods and for their delivery to the place indicated by the Distributor will be made in Polish zloty (PLN) or in Euro (EUR) depending on LED Labs' choice.
4. Payment will be made on the basis of the VAT invoices issued by LED Labs, to the bank account of LED Labs indicated therein. LED Labs will issue invoices no earlier than on the date of fulfilment of the Order, which shall be understood to be the date on which LED Labs informs the Distributor that the ordered Goods, which LED Labs has left for the Distributor's collection at its head office or LED Labs warehouse, can be collected, or the date of delivery of the Goods to the carrier, if it is LED Labs that will deliver the Goods to the place agreed with the Distributor.
5. Payment for the ordered Goods shall be made within the time limit individually determined by LED Labs with a particular Distributor. If the parties do not agree on the individual payment term referred to in the previous sentence, it is assumed that the payment is made (at LED Labs' discretion) either in the form of a prepayment or with a deferred payment term (determined individually). The deferred payment referred to in the previous sentence may be allowed by LED Labs provided that the Distributor complies with the provisions of the GTCS and fulfils the agreements concluded with LED Labs, and in particular is not in arrears with payments for previous orders and has passed insurance verification (which is carried out by LED Labs or a third party indicated by LED Labs). Notwithstanding the above, LED Labs may request payment in advance (100% T/T), based on a pro forma invoice issued by LED Labs, and receipt of the ordered Goods in such a situation is possible only after the payment is credited to LED Labs' account. In such a case, LED Labs will issue a VAT invoice within 7 (seven) days from the date of delivery of the Goods.
6. The date of payment is the date on which LED Labs' bank account is credited.
7. The Distributor authorises LED Labs to issue and send electronic VAT invoices to the e-mail address indicated by the Distributor.
§4.
Delivery of Goods
1. Collection of the Goods ordered by the Distributor takes place at a time and place agreed by the parties each time. Collection of the ordered Goods is possible only after confirmation of the terms of collection, including the date and place of collection, by the Distributor's Account Manager.
2. At the Distributor's request, LED Labs may deliver the Goods to the place indicated by the Distributor, subject to the terms and conditions below. The costs of transporting the Goods and any other costs associated with the delivery of the Goods to the place indicated by the Distributor (including, but not limited to, customs duties, shipment insurance etc.) shall be borne solely by the Distributor, unless the parties expressly agree otherwise.
3. Upon delivery of the Goods to the carrier or directly to the Distributor, the risk of loss or misplacement of the consignment with the Goods shall pass to the Distributor.
4. In the case of each delivery of Goods outside the territory of Poland, the Distributor is obliged to immediately make available to LED Labs all documents in its possession confirming export of the Goods outside the territory of the European Union or intra-Community delivery of the Goods, including, in particular, a waybill and customs documents.
5. Before shipment, all Goods shall be subject to inspection and shall be packed in a manner that ensures safety in transit. At the time of receipt of the Goods, the Distributor shall check the condition of the packaging before receipt of the shipment from the carrier. Information about any damage caused during transport must be reported to the carrier in writing at the time of receipt of the shipment containing the Goods, and then forwarded to LED Labs. In such a case, the Distributor should keep the packaging in which the Goods subject to the Order were delivered to him for later examination.
6. The Distributor shall examine the Goods immediately upon receipt and shall be obliged to notify LED Labs of any damage found, non-conformity with the order, visible defects and quantity shortages.
7. Notification of transport damage and complaints relating to defects or quantity shortages must be submitted to LED Labs in writing or by e-mail, using the parties' e-mail addresses appropriate for submitting and accepting complaints, no later than within 2 (two) working days counted from the date of receipt of the subject of the Order, under pain of losing any related claims which are not submitted within the aforementioned deadline. Notifications and complaints should be made using the LED Labs form made available at www.led-labs.pl.
8. Unless otherwise agreed by the parties, defective or damaged Goods which are the subject of the Order shall be returned to LED Labs for examination. If the defect is confirmed by LED Labs, the defective or damaged Goods which are the subject of the Order shall be brought into conformity with the contract or LED Labs shall refund to the Distributor the price paid for such Goods.
§5.
Additional conditions for sending shipments containing Goods
1. If, in the performance of the sales contract concluded between LED Labs and the Distributor, the delivery of the Goods to the Distributor is to take place at a place other than the registered office or warehouse of LED Labs, the organisation of the transport of the Goods is, in principle, the responsibility of the Distributor. At the Distributor's request, the transport of the Goods may also be organised by LED Labs. In such a case, the cost of shipment shall, in principle, be borne by the Distributor and shall be added to the sales invoice each time.
2. LED Labs can arrange for the Goods to be transported directly to the Distributor and cover the shipping costs if the following conditions are met together:
1) the country of destination must be included in the list indicated in Attachment 1 to the GTCS,
2) the longest side of the consignment must not exceed 2.10 metres,
3) the consignment must not include Goods particularly susceptible to damage, a list of which is available in Attachment No. 2 to the GTCS, and which should be transported as pallet consignments,
4) the total (net) price of the Goods, covered by the invoice to which the consignment refers, must exceed the logistic minimums specified in Attachment No. 1 to the GTCS.
3. If the shipment does not meet only the premise specified in section 2 point 4 above (logistic minimum), while fulfilling all other prerequisites, LED Labs may arrange transport of the Goods at the Distributor's request, however, in such a situation the cost of the shipment, calculated on the basis of its weight and other parameters specified in the guidelines referred to in section 2 point 4 above.
4. If the shipment does not meet any of the conditions specified in section 2 points 1 - 3 above, LED Labs may arrange transport of the Goods at the Distributor's request and at the Distributor's expense, but in this case an individual valuation of the shipping costs is necessary. The duration of the individual valuation may be up to 2 (two) working days. In the case of an individual valuation of the shipment, the Distributor is usually given the right to choose the terms of delivery from at least two offers, differing in delivery time, price and quality of services provided. The cost of delivery is added to the sales invoice.
5. If the shipment does not fulfil only the premise specified in section 2 point 3 above (the consignment includes Goods particularly susceptible to damage), while fulfilling all other prerequisites, LED Labs, at the express request of the Distributor and at his sole risk, may organise transport of the Goods in the form of a parcel, and cover its costs. In this case, by waiving the individual valuation of transport costs and arranging transport in the recommended form of a pallet parcel, the Distributor assumes the entire risk of possible destruction or damage of the Goods in transport. You acknowledge that sending higher risk Goods in parcel form involves a large increase in the likelihood of damage to the Goods. If the Distributor chooses such a form of transport of higher-risk Goods, LED Labs will not be liable in any way for any damage to the Goods caused in transport, in particular it will not be obliged to replace the damaged Goods or to pay any compensation to the Distributor. The Distributor also acknowledges that in the case of choosing such a form of transport of the Goods of increased risk, also the claim for damages against the carrier may prove ineffective.
6. At the express request of the Distributor, LED Labs may arrange transport of the Goods not to the Distributor's address, but directly to a third party who is the final recipient of the Goods (the so-called drop-shipping option). In such a case, irrespective of the fulfilment of the conditions referred to in section 2 above, the cost of shipment is valued individually and covered by the Distributor. The shipping cost is added to the sales invoice.
7. LED Labs, in shipping the Goods, uses the services of third parties, i.e. courier and shipping companies, professionally providing services of this kind.
8. Delivery of the Goods and the transfer of the risk of loss, destruction or damage to the Goods to the Distributor shall take place at the time the consignment is handed over to the carrier.
9. The Distributor is obliged to ensure that a competent person is present at the place and time of collection of the consignment with the Goods, who is authorised to check the condition of the consignment being collected and to sign any necessary documents relating to the collection of the consignment and any complaints.
10. Each time a shipment is received, the Distributor is obliged to check the contents of the shipment in the presence of the carrier's representative and, if any damage to the Goods is observed, to draw up a damage report and appropriate photographic documentation with his participation. The Distributor should strictly comply with this obligation, especially when the external packaging of the shipment bears visible signs of damage. The Distributor's failure to comply with this obligation entitles LED Labs to refuse to accept any claims related to damage to the Goods during shipment and to refuse to satisfy any claims of the Distributor on this account.
11. LED Labs may offer additional services for the delivery of Goods, including:
1) "12:00 Service" - an additionally paid service consisting in delivery of the Goods ordered by the Distributor by 12:00 a.m. of the next working day following the day the order was placed (hereinafter: "12:00 Service"). The 12:00 Service may be limited to specific geographic areas selected by LED Labs. Detailed terms and costs of the 12:00 Service may be indicated in Attachment No. 1 to the GTCS. Additional information on the 12:00 Service may also be provided by the relevant Distributor’s Account Manager,
2) "Saturday Service" - additionally paid service consisting in delivery of the Goods ordered by the Distributor on Saturday (hereinafter: "Saturday Service"). The Saturday Service may be limited to specific geographic areas selected by LED Labs. Detailed terms and costs of the Saturday Service may be indicated in Attachment No. 1 to the GTCS. Additional information on the Saturday Service may also be provided by the relevant Distributor’s Account Manager.
12. Certain Goods may be sold or delivered only in packages established by LED Labs - understood as the number of Goods of a given type packaged or shipped together as indicated by LED Labs (hereinafter: "Packages"). In exceptional situations as indicated by LED Labs, selected Goods may be sold or delivered outside of Packages, but this must be approved in each case of the relevant Distributor's Account Manager.
§6.
Warranty conditions
1. Labs provides the Distributor with a quality guarantee on the Goods.
2. LED Labs assures that the Goods in its offer are free from hidden defects.
3. The guarantee period varies for the different Goods on offer and is as follows:
1) the period indicated in the price lists provided by LED Labs,
2) 24 (twenty-four) months from the date of purchase of the Goods by the Distributor - for which the price lists or other information made available by LED Labs do not indicate a different guarantee period.
4. The warranty is provided only to the Distributor purchasing the Goods directly from LED Labs and is not transferable to others.
5. The Distributor acquires rights under the warranty on condition that LED Labs has paid the full price of the purchased Goods.
6. The warranty covers only physical defects in the Goods that become apparent during the warranty period and which arose from causes inherent in the sold Goods at the time when the risk of accidental damage and loss of the item passes to the Distributor (i.e. the moment when the Goods are delivered to the carrier or directly to the Distributor). The warranty covers only defects relating to the functional characteristics of the goods and reducing their usefulness in view of the purpose resulting from ordinary use.
7. The warranty does not cover, in particular, defects resulting from improper use, installation, unauthorised modifications or repairs carried out contrary to the instructions for use or the rules of technical knowledge. The warranty does not cover defects resulting from improper transport, storage or maintenance of the Goods, as well as mechanical damage resulting from accidents, natural disasters, unusual conditions of use or storage, such as high temperature, pressure, humidity, contact with chemical agents, etc. The warranty does not apply to Goods which have been used contrary to the instructions or not in accordance with their intended use.
8. The warranty does not cover changes in the characteristics of the Goods resulting from normal wear and tear over time. Due to the physico-chemical characteristics of light-emitting diodes (LEDs), a decrease in luminous flux of 30% (thirty percent) of its value or a slight change in light colour with use and over time is not a defect.
9. If a defect is found, the Distributor should notify LED Labs of the complaint in writing or by e-mail. The complaint should be submitted within a maximum period of 14 (fourteen) days counted from the day the defect was found, otherwise the Distributor loses his rights under the guarantee. The complaint should include the designation of the defective Goods and a description of the defect.
10. LED Labs shall consider the complaint within 14 (fourteen) working days, however, if it is necessary to obtain additional explanations, technical expertise or to inspect the defective Goods, the deadline may be extended, of which LED Labs shall inform the Distributor, indicating the new deadline for considering the complaint.
11. LED Labs may request additional information, materials or documentation from the Distributor, in particular to send a photograph of the defective Goods or a document confirming the purchase of the Goods. Failure to submit the requested materials may result in an extension of the complaint handling procedure.
12. If it becomes necessary to examine the defective Goods, the Distributor shall deliver the defective Goods to LED Labs and cover the cost of their transport, unless the parties agree otherwise. In this case, if the complaint is found to be justified, LED Labs will reimburse the Distributor for the documented transport costs. If the complaint proves to be unjustified, LED Labs will not be obliged to reimburse the transport costs or cover the costs of returning the Goods to the Distributor. The Distributor shall bear the risk of accidental loss or damage to the Goods until the Goods are released to LED Labs and from the moment the returned Goods are released to the carrier or directly to the Distributor.
13. If the complaint is found to be valid, LED Labs will, at its option, rectify the defect in the Goods (repair it), provide the Distributor with new Goods free of defects (replace it) or refund the price of the Goods paid by the Distributor.
14. LED Labs will fulfil its obligation to repair or replace the Goods or refund the price within 15 (fifteen) working days counted from the date the Distributor's complaint is considered valid, however, in the event of supply difficulties, this deadline may be extended, of which LED Labs will inform the Distributor, indicating the new deadline for dealing with the complaint.
15. In the event of repair or replacement of the Goods, the warranty period shall not be extended or restarted.
16. LED Labs shall not be liable either to the direct Distributor or to downstream users for any damages, expenses or lost profits resulting from the purchase, use or inability to use the Goods. The parties exclude LED Labs' liability under warranty.
17. In the case of certain Goods, the warranty period disclosed on their packaging or in the data sheet, including those available on the LED Labs website, may be different from that provided for in section 3 above. In any such case, the provisions of the GTCS shall prevail.
§7.
Rules of promoting LED Labs Goods
and the use of LED Labs trademarks and marketing materials
1. The Distributor is obliged to promote the LED Labs Goods.
2. The activities included in the promotion of the Goods referred to in section 1 above, which the Distributor is obliged to carry out, include:
1) sourcing buyers for the Goods,
2) to undertake activities creating a positive image of LED Labs, the Goods and the LED Labs trademarks used to label them in the market it serves and among the customers it serves,
3) to advertise and promote the Goods by marketing means in a manner appropriate and adapted to market conditions,
4) the presentation and sale of the Goods in their original form and packaging, whereby modifications required by law are permitted with the prior approval of LED Labs,
5) ensuring that Distributors are properly serviced to guarantee LED Labs' good image,
6) inform LED Labs of any changes in the Distributor's organisation or distribution methods that may affect the performance of the Distributor's duties,
7) promotion of Goods on terms agreed with LED Labs.
3. In connection with the establishment of a commercial cooperation with the Distributor for the purchase by the Distributor of LED Labs Goods for resale, LED Labs may provide marketing support to the Distributor under the terms and conditions set out below or set out in an individual agreement concluded separately with the Distributor.
4. The Distributor is authorised to place marketing material relating to the Goods only on the Distributor's website and in the Distributor's online shops approved in advance by LED Labs.
5. LED Labs is the owner of the Trademarks used to designate and advertise the Goods manufactured or offered by LED Labs and the brands under which those Goods are offered (hereinafter: the "Trademarks"). Depending on the context and LED Labs' decision, the Trademarks may include the brands (i) LIMINES, (ii) LED Labs, (iii) COLABT, (iv) other LED Labs brands.
6. LED Labs may make available to Distributors books of LED Labs Trademarks, i.e. documents which define the rules of use of particular LED Labs Trademarks. If a LED Labs Trademark book is made available to a Distributor, the Distributor is obliged to comply with the rules of presentation and use of LED Labs Trademarks specified therein.
7. LED Labs owns a number of marketing materials for which it holds exclusive economic copyright.
8. Marketing support may include, in particular:
1) licensing the use of selected LED Labs Trademarks,
2) licensing the use of selected LED Labs marketing materials.
9. Marketing materials may be provided to the Distributor in electronic form, in the form of digital files, by allowing access to the materials via websites designated by LED Labs or sent via email or other file transfer or sharing services, with the exception of physical marketing materials (e.g. catalogues, brochures, samples, displays), which LED Labs may send to the Distributor's premises. Unless otherwise agreed between the parties, shipping costs will be paid by the Distributor. As the range of LED Labs Goods expands, marketing materials may be successively supplemented for new Goods.
10. Where a licence is granted to the Distributor for LED Labs' marketing materials or LED Labs' Trademarks, in the absence of any other agreement between the parties, it is understood that Labs grants the Distributor a limited, non-exclusive, non-assignable, revocable licence. The licence is granted only in the fields of exploitation expressly indicated by LED Labs. The Distributor shall not be entitled to grant any further licences (sub-licences) without the prior written consent of LED Labs, otherwise being null and void.
11. The licences granted to the Distributor under the GTCS are time-limited licences. The licenses shall be valid from the moment of transfer of individual marketing materials or LED Labs Trademarks to the Distributor until the expiry of 3 (three) months counted from the date of issuance by LED Labs to the Distributor of the last invoice documenting the sale of selected LED Labs Goods covered by the license. Unless otherwise agreed between the parties, after the expiry of 3 (three) months counted from the last invoice issued by LED Labs to the Distributor documenting the sale of selected LED Labs Goods covered by the license, the licenses granted to the Distributor shall expire and may be renewed on the previous terms only if the Distributor places a new order for the Goods. In this case, the licences will again be valid from the date of the invoice documenting the sale of the selected LED Labs Licensed Goods by LED Labs to the Distributor.
12. LED Labs shall have the right to unilaterally revoke the licences granted in respect of the LED Labs marketing materials or the LED Labs Trademarks with immediate effect, in particular in the event that they have to be withdrawn from the market or updated or in the event of a violation of the GTCS by the Distributor. In any case of expiry or termination of the licence, the Distributor shall be obliged to return to LED Labs all marketing materials received or other LED Labs materials containing LED Labs Trademarks for which the licence has expired.
13. The licences granted to the Distributor under the agreement are each time limited in scope:
1) the licences apply only to selected marketing materials or Trademarks provided to the Distributor by LED Labs in performance of the concluded agreement to provide marketing support and does not include any materials distributed in parallel in other ways (e.g. on the website, on services such as Youtube, Facebook, Pinterest, Linkedin), both by LED Labs and by third parties,
2) licences authorise the Distributor to use marketing materials or selected LED Labs Trademarks solely for the purpose of marking and promoting selected Goods purchased from LED Labs. The materials or Trademarks made available to the Distributor may not be used to label goods other than LED Labs Goods, or goods manufactured and distributed by others,
3) the Distributor is not authorised to independently alter or modify the marketing materials received, including, in particular, to remove or cover up the Trademarks or other identifying markings of LED Labs placed in these materials. The Distributor may only carry out minor alterations, consisting in changing the framing of graphics, provided, however, that there is no distortion of the Trademarks and all the requirements and parameters specified in the relevant book of the Trademark in question are maintained,
4) the licence does not include the authorisation to develop or create derivative works,
5) the licences authorise the Distributor to use the marketing materials or selected Trademarks only in accordance with the rules set out in the GTCS or the individual agreement concluded with the Distributor. The use of marketing materials or Trademarks in a manner contrary to the GTCS or LED Labs guidelines is not protected and does not constitute an action under the licence.
14. The Distributor acknowledges that the exclusive owner of the Trademarks and copyright in the marketing materials is LED Labs. The Distributor agrees to respect LED Labs' rights to the company name, brand, trademarks, copyrights and other intellectual property rights.
15. The Distributor is obliged to adequately protect the marketing materials or Trademarks received from LED Labs from unauthorised access by third parties.
16. The Distributor shall not use marketing materials or Trademarks in a manner that may give the misleading impression of the Distributor's organisational affiliation with LED Labs, in particular in a manner that may give the impression that the Distributor is a branch, subsidiary, agent or representative of LED Labs
17. The Distributor shall ensure that the marketing materials and Trademarks made available to him are not used in an unlawful manner or in a manner that may harm the interests or reputation of LED Labs or third parties, or that may otherwise negatively affect the image of LED Labs, the Trademarks or LED Labs Goods.
18. The Distributor, when using the marketing materials or Trademarks provided to it under the licences granted to it, is obliged to comply with LED Labs' current guidelines with regard to the ways in which these materials or Trademarks may be used. If the marketing materials will be used to promote selected LED Labs Goods on the Distributor's websites or online shops, the Distributor is obliged to present them in an appropriate manner in accordance with LED Labs' current guidelines. When using the Trademark within the framework of the licence granted, the Distributor is obliged to comply with all the requirements and parameters set out in the specific book of the Trademark in question.
19. LED Labs reserves the right to control the Distributor in the performance of its obligations under the GTCS, including this section. In the event of any irregularities in the use of marketing materials or Trademarks, LED Labs shall summon the Distributor to remove the irregularities found within 7 (seven) days. If the Distributor fails to comply with the summons within the specified period, LED Labs will be entitled to terminate the licence with immediate effect.
§8.
Terms and conditions for the performance of additional services by LED Labs
and rules regarding the use of online configurators provided by LED Labs
1. At the Distributor's request, LED Labs may provide additional services, in particular in the form of cutting, drilling, bending and sealing of selected Goods, including aluminium profiles and plastic lampshades for LED tapes, as well as services in the field of assembly of Goods. The scope of additional services referred to in the preceding sentence, the conditions of their provision and remuneration for the provision of additional services are specified in the provisions below.
2. Distributors may contact LED Labs using the contact details provided by LED Labs and through the Distributor Account Manager, with orders for the services provided by LED Labs being placed by Distributors in accordance with the procedure provided for in the following provisions.
3. The services provided by LED Labs are provided on a case-by-case basis at the Distributor's individual request.
4. Orders for the services provided by LED Labs can only be placed via email, using the current contact details of the Distributor Account Manager.
5. In order to place an order, the Distributor submits a request for quotation to LED Labs, in which he specifies the expected parameters of the order necessary for its realisation, such as: detailed designation and dimensions of the ordered elements, number of ordered elements, order realisation time, method and conditions of payment and delivery, etc., as well as sends a dimensioned diagram (e.g. a sketch, drawing) of the order subject.
6. LED Labs verifies the request for quotation received, checking that it contains all the information necessary for the correct execution of the order. If necessary, LED Labs asks the Distributor to supplement or correct the received enquiry.
7. Upon receipt of a correctly formulated and complete request for quotation, LED Labs shall prepare a quotation for the subject matter of the order and transmit it to the Distributor (hereinafter: the "Offer"). The Offer of LED Labs may be prepared and sent by LED Labs in any form chosen by LED Labs (including electronic form, in particular via e-mail).
8. The Offer of LED Labs, constitutes an offer to conclude a contract for the provision of services which are the subject of the order within the meaning of Article 66 § 1 of the Civil Code.
9. The conclusion of the contract for the provision of services between the Distributor and LED Labs takes place when the Distributor accepts the LED Labs Offer. The Distributor accepts the LED Labs Offer by communicating the acceptance of the LED Labs Offer to the relevant Distributor's Account Manager. At the stage of acceptance of the LED Labs Offer, the Distributor may not make any changes, additions or objections to the LED Labs Offer.
10. Failure to accept the GTCS in the course of the ordering procedure prevents the use of the services provided by LED Labs and requires individual agreement of the terms of the transaction in writing or electronically.
11. Oral agreements, assurances, promises and guarantees made by LED Labs employees in connection with the submission of a Distributor enquiry or LED Labs Offer or the acceptance of an order shall not be binding on the parties unless expressly confirmed by the Distributor's Account Manager.
12. The person accepting the LED Labs Offer, in the manner set out in section 9 above, declares that it is authorised to represent the Distributor in accordance with the information contained in the register of entrepreneurs (Polish National Court Register, Central Registration and Information on Business Activity or other equivalent foreign register of entrepreneurs) or on the basis of an appropriate power of attorney.
13. In the case of more complex orders, it is possible to produce a prototype of the subject of the order for the Distributor (hereinafter: "Prototype").
14. For orders of Prototypes, the procedure described in sections 3 - 12 above shall apply accordingly.
15. The Distributor shall also bear the costs of the Prototype and its transport in the event of final cancellation of further orders.
16. The subject of the order shall be handed over to the Distributor at the time and place each time agreed upon by the parties during the ordering procedure. The risk of accidental loss or destruction of the object of the order shall pass to the Distributor as soon as the object of the order is handed over to the carrier or directly to the Distributor or a person authorised by him.
17. It is the Distributor's responsibility to organise the collection and transport of the subject of the order. At the express request of the Distributor, the transport of the subject of the order may be organised by LED Labs. In such a case, the transport costs will be added to the order completion price, unless the parties agree otherwise.
18. All other costs relating to delivery (in particular customs duties, insurance, etc.) shall be borne solely by the Distributor.
19. Prior to dispatch, the order item shall be checked by LED Labs for quality and conformity with the order and shall be packed in such a way as to ensure its safety in transit. At the moment of receiving the object of the order, the Distributor should check the condition of the packaging before receiving the consignment from the carrier. Information about any damage caused during transport must be reported to the carrier in writing at the time of collection of the shipment and then passed on to LED Labs. In this case, the Distributor should keep the packaging in which the object of the order was delivered to him in order to examine it later.
20. The Distributor shall examine the object of the order immediately upon receipt and shall be obliged to notify LED Labs of any damage, non-conformity with the order, defects and quantity shortages found.
21. Notification of transport damage and complaints relating to non-conformity with the order, defects or quantity shortages must be made in writing or by e-mail, no later than 5 (five) days counted from the date of receipt of the subject of the order, under pain of forfeiture of any related claims not made within the aforementioned period.
22. Unless the parties agree otherwise, the defective order item shall be returned to LED Labs for examination. If the defect is confirmed by LED Labs, the defective order item shall be brought into conformity with the contract or LED Labs shall refund the price paid to the Distributor.
23. In the case of shipping the subject of the order outside the territory of Poland, the Distributor is obliged to provide LED Labs with all documents related to the export of goods outside the territory of the European Union or to intra-Community supply of goods, including, in particular, the waybill and customs documents.
24. In providing services to Distributors, LED Labs shall exercise due diligence to ensure that the subject of the order meets the Distributors' expectations in terms of quality and compliance with the order. Nevertheless, LED Labs stipulates that the following circumstances may affect the method of execution and the final parameters of the order object:
1) with regard to cut and drilled parts (aluminium profiles and plastic accessories), dimensional tolerances of plus or minus 0.5 mm and angles of plus or minus 1 degree are possible,
2) In the case of custom cutting of components using the technology used by LED Labs, there may be minor chipping on the edges, which may cause clearances at the joints of individual components of up to 1 mm in width (especially with regard to plastic lampshades),
3) the materials used to manufacture aluminium profiles and accessories have various properties that may change slightly over time and under the influence of external conditions (e.g. pressure, increased temperature, high humidity). Plastic, in particular, can already change dimensions after cutting, shrinking and expanding by up to 0.1% of its original dimensions,
4) due to the physical and chemical characteristics of light-emitting diodes, there may be a 30% (thirty percent) decrease in luminous flux or a slight change in light colour with use and over time
25. The occurrence of any of the phenomena indicated in section 24 above is a phenomenon within the limits of the norm, does not constitute a physical defect or non-conformity of the object of the order with the contract and cannot be the subject of a complaint by the Distributor.
26. LED Labs may make available to Distributors online tools for self-designing certain Goods or making technical changes to selected Goods (in particular, this applies to the 3D Configurator). Where a Distributor places an order using the online tools referred to in the preceding sentence (including the 3D Configurator), contracts for the provision of services (including the services among those indicated in section 1 above), contracts of sale and contracts for the supply of Goods are concluded between the parties. In the case of the Distributor's use of the online tools provided by LED Labs (including the 3D Configurator), the conclusion of the agreements between the Distributor and LED Labs referred to in the preceding sentence occurs only upon confirmation of the acceptance of the order for execution by the relevant Distributor's Account Manager. In the case of the Distributor's use of the online tools referred to in this provision (including the 3D Configurator) and the purchase of Goods created using such tools, all provisions of sections 16-25 above shall apply accordingly. Due to the non-standard nature of the Goods related to the Distributor's use of the online tools referred to in this provision - the order processing and delivery time for such Goods may be non-standard, including longer than the standard order processing and delivery time for Goods guaranteed by LED Labs, and may be subject to later changes (depending on the specifics of a particular order). The Distributor should each time confirm the terms of delivery with the relevant Distributor's Account Manager.
§9.
Responsibility
1. Information on the properties of the Goods is made available in the description of the Goods or in other materials provided by LED Labs.
2. LED Labs' liability under warranty is excluded (the provisions of Articles 556.-576. of the Civil Code shall not apply).
3. LED Labs' liability covers only the actual damage and is limited to the value of the Order.
4. LED Labs shall not be liable for non-delivery of the Goods for reasons attributable to the Distributor, e.g. due to the indication of an incorrect or incomplete delivery address making delivery impossible. In such a situation, LED Labs will notify the Distributor of the failed attempt to deliver the Goods.
5. It is the Distributor's responsibility to contact LED Labs prior to any return of purchased Goods to arrange a date and method of collection of the returned Goods by a courier ordered at such Distributor's expense by LED Labs. Returns made by any other means may not be accepted by LED Labs.
6. LED Labs stipulates that all photos, videos and visualizations of the Goods provided to the Distributor by LED Labs are only for the presentation of the models of the Goods specifically indicated therein and may vary depending on individual device settings.
7. The Distributor shall bear all the legal, financial and administrative consequences of any breach of any law in the performance of the agreements concluded with LED Labs.
§10.
Termination of contracts
1. LED Labs shall have the right to terminate the agreements concluded with the Distributor, including sales agreements, delivery agreements and distribution agreements with immediate effect in case of a serious breach of the terms and conditions of the GTCS by the Distributor, which in particular means: delay in payments exceeding 1 (one) month, violation of the obligation of confidentiality, violation of LED Labs' rights to trademarks used to mark the Goods or any other violation of LED Labs' interests. In the event of termination or expiration of any of the agreements indicated in this provision, the parties undertake to perform their mutual obligations arising during its term.
2. The Distribution Agreement concluded between the parties is concluded for an indefinite period. This agreement may be terminated by either party, subject to one month's notice, effective at the end of the month.
§11.
Intellectual property rights and confidentiality
1. The Distributor shall not, during the term of the agreements or ever after their expiry, infringe in any way LED Labs' intellectual property rights, understood in particular as:
1) LED Labs' economic copyright and derivative copyright in works of any kind now or in the future,
2) trademarks registered now or in the future,
3) unregistered trademarks,
4) industrial designs registered now or in the future,
5) community designs registered now or in the future,
6) registered utility models now or in the future,
7) patents protected in any country, now or in the future.
2. Any action prohibited by applicable laws or the GTCS, in particular, but notably the manufacture, offering, advertising, marketing, selling, importing, exporting or storing for these purposes of goods that infringe LED Labs' intellectual property rights, will be considered an infringement of section 1 above.
3. Any act, even if the Distributor is not at fault, will be considered a breach of section 1 above. The Distributor's liability is based on the principle of strict liability.
4. The Distributor undertakes that during the term of the agreements concluded with LED Labs, and for 20 (twenty) years after the expiry of the last agreement, the Distributor will not perform any act aimed at depriving LED Labs of any of the rights set out in section 1 points 1 - 7 above, nor any act aimed at preventing LED Labs from obtaining any of these rights. In particular, it shall not file an objection to the registration, an application for cancellation or an action (including a counterclaim) for cancellation.
5. During the term of the concluded agreements, and for a period of 20 (twenty) years after the expiry of the last agreement - the Distributor and LED Labs undertake to maintain confidentiality with regard to the business secrets of the other party. A business secret shall be understood as technical, technological, commercial and organisational information of one party's business that has not been disclosed to the public, or other information of economic value, with respect to which the party has taken the necessary measures to maintain its confidentiality. In particular, all materials, documents and information, in particular technical, technological, commercial and organisational information, the transmission, disclosure or use of which threatens or prejudices the interest of the entrepreneur, regardless of the manner in which they were obtained (intentional or accidental) and regardless of their form (oral, written, electronic), are covered by business secrecy.
§12.
Additional obligations of the Distributor
1. The Distributor undertakes to inform LED Labs of any change of address, but no later than the date of such change. Any letter sent to the Distributor's address indicated as the address for correspondence (or any other officially declared address) that is not received by the Distributor in time or which the Distributor refuses to receive will be deemed to have been effectively delivered on the expiry of the period within which the Distributor was required to receive the letter or on the date on which the Distributor refused to receive the letter.
2. The Distributor undertakes to inform LED Labs of:
1) filing an application for restructuring proceedings against the Distributor,
2) filing for bankruptcy of the Distributor,
3) initiation of restructuring proceedings against the Distributor,
4) bankruptcy of the Distributor.
§13.
Final provisions
1. The numbers of paragraphs (§), section (sec.), points (pt.) and letters, which are cited in the GTCS, without any further designation, denote the respective editorial units of the GTCS.
2. If the Distributor has an ongoing business relationship with LED Labs, the Distributor's acceptance of the GTCS shall be deemed to be acceptance of the terms and conditions applicable to all orders placed and contracts concluded, until the content of the GTCS is amended or the application of the GTCS is revoked.
3. For the evaluation of mutual obligations of the parties, the terms of trade set forth in the GTCS and in the attachments to the GTCS, which are an integral part of the GTCS, are exclusively applicable. The preceding sentence does not apply in the case when the parties have concluded an individual agreement referred to in §1 section 6 of GTCS (in the scope described in §1 section 6 of GTCS). The parties exclude the application of any general contract templates and general terms and conditions developed and used by the Distributor.
4. In the event that a Distributor obtains access to the LED Labs online platform available at: www.b2b.led-labs.pl, the Distributor's Orders placed through this platform and contracts entered into by the parties through this platform shall be subject to the general terms and conditions of sale applicable on this platform (available, among others, at www.b2b.led-labs.pl/page/ogolne-warunki-sprzedazy).
5. If one or more provisions of the GTCS shall be or become invalid or ineffective in whole or in part, this shall not affect the validity or effectiveness of the remaining provisions. The invalid or ineffective provision will be replaced by the provision that comes closest to achieving the purpose intended in the GTCS.
6. LED Labs is not bound by any additional, non-mandatory codes of good practice or other such documents, which does not limit the fact that LED Labs is already obliged by generally applicable laws not to infringe the principles of fair competition and not to use unfair market practices.
7. LED Labs shall be entitled to transfer part or all of its rights or obligations under the GTCS to any third party of LED Labs' choice, without the Distributor's prior consent.
8. For detailed information on data protection for Distributors and Distributors' employees and representatives, please refer to the privacy policy available at: www.b2b.led-labs.pl/page/polityka-prywatnosci-b2b
9. To evaluate the rights and obligations of the parties arising from the GTCS, only Polish law shall apply. In the scope not regulated by GTCS, the generally applicable provisions of Polish law will apply.
10. Settlement of all disputes, arising between LED Labs and the Distributor, the parties submit to the exclusive jurisdiction of the common courts of the Republic of Poland and they will be settled by the court having jurisdiction over the registered office of LED Labs.
11. All entities entering into contracts with LED Labs may access the GTCS at any time through the referral provided on the LED Labs website and may copy or download its content and print it.
12. Agreements may also be concluded in languages other than Polish. The Distributor may also use a foreign language version of the GTCS, however, in case of doubt, the Polish language version of the GTCS will always prevail.
13. LED Labs has the right to amend the GTCS. In such case, the delivery of the GTCS to the Distributor shall be made by posting the GTCS on the LED Labs’ website or by sending the GTCS to the Distributor's e-mail address.
14. By concluding a contract with LED Labs, the Distributor declares that he has familiarised himself with the GTCS and does not raise any objections to them.
15. Whenever written form is stipulated for a given action in the GTCS, this form is reserved under pain of nullity.
16. The Distributor agrees to inform about the Distributor's cooperation with LED Labs in any form, in particular in informational, promotional and marketing materials, including on LED Labs' websites and social media.
17. The GTCS shall enter into force on 2024.12.02.
Attachment No. 1 to the General Terms and Conditions of Sale (GTCS)
List of countries of destination, logistics minimums and shipping prices below minimums
Attachment No. 2 to the General Terms and Conditions of Sale (GTCS`)
List of Goods particularly vulnerable to damage during delivery