Terms of cooperation

 

Terms of Sale of Topmet Light Kłosowicz Wiśniewski Sp. z o.o.

- Terms of Cooperation

 

1. Submission and execution of orders

 

1.1. Orders from Topmet Light Sp. z o.o. with its registered office in Poznań, ul. Ostrowska 354 (KRS (National Court Register) no: 0000942962, NIP (Tax ID no.): 7820006790, REGON (National Business Registry no.): 630501295) need to be submitted using the B2B platform. Alternatively, in justified cases, orders may be sent by e-mail in the .xls or .csv format to the following address: orders@topmet.pl. The file should contain information such as SKU (in accordance with the applicable price list) and quantity.  Access to the B2B order system is granted by TOPMET upon verification.

1.2. Topmet Light sends a response message to confirm the order. In the event that there is no written confirmation, the submitted order does not produce legal effects. Orders from Topmet Light are processed by a specialised Customer Service Department.

1.3. The execution time for specific TOPMET products are included in the price list and on the B2B platform.

1.4. The prices of TOPMET products presented in the price list are specified subject to EXW Poznań.

1.5. LED profiles come in lengths and colours specified in the catalogue, the price list and on the B2B platform. Other lengths can be ordered upon individual arrangements.

1.6. When it comes to wholesale, we offer full packages of products. Information on the number of products in collective packaging can be found in the price list and on the B2B platform.

1.7. The minimum value of orders executed in Poland is PLN 2,000 net. For international intra-EU orders the minimum value is EUR 500. For orders which require customs clearance, the minimum value is EUR 1,000. In the case of personal collection of non-EU orders, the minimum value is EUR 1,500. Personal collection of goods for countries from outside the EU requires customs clearance by Topmet Light. The cost of the clearance is incurred by Topmet Light in the case of orders over EUR 2,000, otherwise a fee of EUR 50 is charged.

1.8. When the customer makes a purchase from Topmet Light, the customer accepts the terms of deliveries and guaranties available here: http://www.topmet.pl/pl/polityka-prywatnosci/

1.9. The sales document is not sent together with the goods. It is provided electronically (e-invoice) or by traditional mail, depending on the customer’s preferences. Sales documents may also be accessed through the B2B e-commerce system.

2.   Shipment

2.1. The goods are packed and shipped by Topmet Light. Personal collection from the Main Warehouse of Topmet Light (ul. Ostrowska 532a, 61-312 Poznań, during working hours of the warehouse) needs to be arranged in advance with the Customer Service Department and it is required to provide the data of the person collecting the goods, the number of the vehicle, and set the collection date. When the order is being collected, it is required to provide a worker of the Main Warehouse of TOPMET Light with: the number of the stock issue confirmation (WZ document), the name of the company or its NIP (Tax ID) number, as well as full name of the person collecting the order. The risk of loss or damage to the package is transferred to the customer at the moment when the goods are handed over to the person collecting the order or to the forwarder.

2.2. Topmet Light offers freight forwarding at a specified price, but is not liable for delays and damage caused by the forwarding company. In order for the shipment to take place, the parties need to expressly agree on its terms, in particular the INCOTERMS applicable to a given shipment.

2.3. Topmet Light covers the cost of transport of packages with products that are up to 2 m long, provided that the minimum shipment value specified for a given zone is exceeded. The division into zones, the minimum shipment value and the current transport price list are sent together with product price lists. The cost of shipping profiles and diffusers longer than 2 m is specified individually, subject to Point 1.6.

2.4. At the customer’s request, partial shipments are sent pursuant to Point 2.2. and 2.3.

2.5. Every re-order of goods is treated like a new order. The terms of shipment, execution time and minimum amount of ordered goods apply to every order individually.

2.6. Profiles and diffusers cut to size are offered solely upon the acceptance of individual valuation. Topmet Light stipulates the right to request earnest money prior to the execution of such an order.

3.   Payment terms

3.1. The basic payment method is prepayment to the bank account in accordance with the received pro forma invoice. It is possible to arrange deferred payment with a specific amount of trade credit upon a multi-step verification of the customer’s payment credibility.

3.2. In the case of prepayment, the order is sent after the bank account of Topmet Light is credited with the payment. The payment needs to be made within five days of the date when the order is submitted. Otherwise the order may be cancelled. In the event that the Customer chooses payment by bank transfer, electronic payment or payment card, the execution time is calculated from the date when the Seller’s bank account is credited with the payment or there is a positive authorization of the payment.

3.3. When it comes to deferred payments, the goods delivered to the Customer remain the property of Topmet Light until the Customer pays the whole amount due. 

3.4. The entity providing online payment services is Blue Media S.A.

3.5.  Available payment methods: Visa, Visa Electron, MasterCard, MasterCard Electronic, Maestro.

3.6. In the event that it is necessary to refund the card payment made by the customer, the Seller makes the refund using the same payment method as that used by the consumer, unless the consumer expressly agrees to a different method of refund that comes at no cost for the consumer.

4.   Other terms

4.1. The customer is liable for the possibility of applying and consequences of using the goods supplied by Topmet Light in specific construction solutions of the customer, even if Topmet Light was involved in the preparation of the construction and the development of the customer’s end product as an advisor or consultant. A different scope of liability requires express written arrangements. 

 4.2. Property rights to any intangible property covered by the Industrial Property Law and the Copyright Act, in particular copyright-protected works, invention patents, utility models, trademarks, trade names, designation of origin, names of origin, topographies of integrated circuits, improvement proposals, information on the correct application of inventions, other technical information or experience that may be directly applied in business and scientific activity, organisational information and other information made available to the customer by Topmet Light as a result of commercial relationships, are the property of Topmet Light. The execution of the order does not imply the granting of any licence.  The customer does not have the right to use, copy or reproduce the goods, as well as share the goods with third parties, for purposes other than using the purchased goods. 

 

4.3. Topmet stipulates the right to make design changes resulting from technical developments as compared to solutions currently offered for sale. 

4.4. The law applicable to these terms and contracts between the parties is solely Polish law. Provisions of the Polish Civil Code apply accordingly to matters not governed by these terms. 

4.5. In the event that contracts and terms of purchase are drafted in Polish and in a foreign language, the contract in Polish is authentic. In the event that there are any discrepancies between the versions of the contract drafted in Polish and in a foreign language, the Polish version prevails. 

4.6. Any amendments to these Terms and contracts between the parties need to be made in writing in order to be valid. 

4.7. In the event that the customer is a consumer and the sales contract was entered into remotely, the customer has the right to rescind the contract without cause within 14 days.

 

II. Terms of the quality guarantee - rules for the Customer’s complaints about delivered products

 

1. Guarantee

 

1.1.   The Guarantor, i.e. TOPMET LIGHT Kłosowicz Wiśniewski Sp. z o.o., (formerly TOPMET LIGHT Kłosowicz Wiśniewski i Wspólnik s.j.) grants a guarantee for the subject matter of the contract for 12 (twelve) months from the date of sale. A longer guarantee period than the one referred to in the previous sentence is valid solely in the event that TOPMET LIGHT makes an express statement in this regard.

1.2.   The Guarantor guarantees that the subject matter of the contract is in working order and that the declared technical parameters will be maintained throughout the guarantee period.

1.3.   Under the guarantee, the Guarantor undertakes to:

• remove physical defects free of charge or
• supply the subject matter of the contract that is free from defects or
• refund the paid price

1.4.   The choice of one of the guarantee obligations specified in Point 3 is up to the Guarantor. In particular, the Guarantor represents that the Guarantor will refund the price of the goods to the Purchaser in the event that the repair or replacement of the goods entails excessive costs or is hindered or turns out to be inexpedient for other reasons.

1.5.   Liability under the guarantee covers solely defects revealed during the guarantee period, resulting from causes inherent in the subject matter of the contract. The guarantee protection does not cover:

• damage caused by usage, storage, assembly or disassembly inconsistent with the operation manual or principles of reasonable technical knowledge, unless the assembly or disassembly was carried out by the Guarantor
• normal wear and tear
• lumen decrease in lm (applicable to LED strips)
• mechanical damage
• malfunction resulting from external circumstances not attributable to the Guarantor (e.g. parameters of the purchaser’s electricity network, temperature that may harm the product)
• consequences of force majeure

TOPMET LIGHT represents that light parameters expected by the Purchaser (in particular when it comes to the colour, luminous flux, colour repeatability and colour rendering index) that are higher than those declared by the manufacturer do not constitute a basis for starting the guarantee procedure and do not mean that the subject matter of the contract is inconsistent with the contract.

1.6.   The guarantee service shall be provided by the Guarantor in the Guarantor’s registered office with the possibility of making the repair at the Purchaser’s site, provided that it results from the agreement between the parties or that as far as the Guarantor is aware, repair in the Guarantor’s registered office is impossible or inexpedient.

1.7.   The discharge of guarantee obligations by TOPMET LIGHT depends on presenting the defective goods with the manufacturer’s label intact and with the proof of purchase to the Guarantor.

1.8.   The Guarantor will notify the Purchaser about the decision on the guarantee claim and the choice of one of the guarantee obligations specified in Point 3 within 14 days from the date when the Guarantor receives a written notification and from the date when the defective subject matter of the contract is returned. The Guarantor will also reimburse the Purchaser for the costs of transporting the subject of the guarantee, up to the cost of the cheapest transport by specialised entities.

1.9.   The risk of accidental loss or damage to the subject matter of the contract is borne by the Guarantor from the date when it is handed over to the Guarantor to the date when it is collected by the Purchaser.

1.10. The shipment of the defective product to the Guarantor and the disassembly of the product by the Purchaser prior to acceptance of liability under the guarantee takes place at the expense and risk of the Purchaser.

1.11. The Guarantor’s liability for damages is excluded to the point of wilful misconduct. The exclusion of liability applies in particular to any indirect or direct losses related to defective spare parts, as well as the loss of profits that the purchaser or a third party could have gained had the Guarantor not supplied the Purchaser with defective products.

1.12. Disputes arising from this guarantee will be settled by a court of general jurisdiction having territorial jurisdiction over the registered office of the Guarantor.

1.13. The above mentioned guarantee is valid in the European Union. For the avoidance of doubt, the Guarantor represents that the guarantee is valid solely in relations between TOPMET LIGHT and the direct Purchaser of the product covered by the guarantee. In particular, guarantee claims by further (indirect) purchasers are excluded.

1.14. The guarantee does not exclude, limit or suspend the Purchaser’s rights arising from the fact that the supplied subject matter of the contract is inconsistent with the contract.

 2. Complaints

2.1.   Complaints may cover the following inconsistencies: quality of goods that does not meet the requirements of European standards and technical approvals, differences in the amount of goods specified in the invoice or the stock issue confirmation (WZ document) and the amount that was actually supplied, differences in the type of goods specified in the invoice or the stock issue confirmation and the goods that were actually supplied, and the content of the packaging.

2.2.   The Ordering Party is obliged to confirm the delivery and check it immediately after the receipt of the goods. Any damage to goods or incomplete orders need to be documented in the form of a report, photos or on the stock issue confirmation (WZ document) during personal collection.

2.3.   The Purchaser may decide not to keep the goods bought from Topmet Light without cause within 7 days from the date of collecting the package/goods (subject to Point 4.7). However, it is possible only in the event that the product has not been used or damage, has the original packaging and the Purchaser has the original purchase document. The intent to return the product needs to be reported to reklamacje@topmet.pl .

2.4.   Topmet Light is not liable for damage and incomplete orders caused during unloading, transport at the expense and risk of the Ordering Party and defective storage of the goods by the Recipient of the goods.

2.5.   The Ordering Party is obliged to carefully inspect the content of the order when it is handed over and confirm its receipt on the stock issue confirmation (WZ document) issued by Topmet. During the collection of the goods, the Ordering Party needs to verify whether the order is complete and whether there is any damage to the goods. The Ordering Party needs to promptly notify Topmet that the order is incomplete or that the goods are damaged, preferably on the delivery date, but not later than within the next 7 business days.

2.6.   In the event that the order is incomplete or the goods are damaged in transport, the Ordering Party needs to draw up a damage report during the collection of the package or add a relevant note to the stock issue confirmation (WZ document). Otherwise, the Ordering Party will not be entitled to any claims for damages against the carrier or Topmet.

2.7.   The complaint needs to be sent by e-mail and include:

• The company/person making the complaint,
• The number of the sales document, i.e. Fv/??/??, FvE/??/??,
• The list of defective goods with the type, amount and reason for making the complaint (incomplete order, damage, goods other than the ones ordered, etc.),
• A correctly filled in damage report (template - Photo 1),
• Photographs (in the event of mechanical damage),

2.8.   Topmet Light stipulates the right to consider complaints within 14 business days (with the exception of individual written arrangements between the customer and Topmet Light).

2.9.   Topmet will process one quantitative and qualitative complaint concerning one sales document number.

2.10. Pursuant to applicable Transport Law, a customer who notices that a package is damaged after the courier has left, may report this fact to the courier company by phone.

The carrier is obliged to send a courier to the place of delivery within 7 days of the delivery of the package in order to draw up a damage report.

NOTE! Any signs that the packaging may not be original, such as the presence of the carrier’s tape, may potentially indicate that the package has been damaged.

2.11. Complaints about mechanical damage that did not arise in transport (lack of visible damage to the package) will be considered solely after the account manager has received photographs of the damaged goods.

2.12. Topmet Light stipulates the right to collect damaged or incomplete goods as a condition for making a positive decision on the complaint.

2.13. Making the complaint does not cancel the time limit for payment for the defective goods and does not exempt the customer from the obligation to make a timely payment.

2.14. Topmet is not liable for any damage caused by the Ordering Party or third parties, as well as for design mistakes and faulty performance by third parties.

 

III. GDPR privacy notice

Since your personal data may be processed by TOPMET, we would like to inform you as follows, having regard to the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (general data protection regulation, the GDPR):

1. The Controller of your personal data is TOPMET LIGHT Kłosowicz Wiśniewski Sp. z o.o., (formerly TOPMET LIGHT Kłosowicz Wiśniewski i Wspólnik s.j.).
2. The Controller may be contacted:

• in writing to the following address: 61-312 Poznań ul. Ostrowska 354
• by e-mail to the following address: biuro@topmet.pl

1. The personal data Controller processes your personal data on the basis of applicable legal provisions, contracts and consents.
2. Your personal data is processed for the following purposes:

• to perform contracts entered into with our business partners and in relation to such contracts
• for statistical purposes
• in other cases, your personal data is processed solely on the basis of your prior consent to the extent and for the purposes specified in such a consent.

1. In relation to personal data processing for the purposes referred to in Point 4, your personal data may be received by:

• public authorities and entities that perform public tasks or act on behalf of public authorities, to the extent and for the purposes arising from generally applicable legal provisions;
• other entities which process personal data pursuant to relevant contracts signed with the Controller

1. Your personal data will be stored for a period of time necessary to achieve the purposes specified in Point 4 and then for a period of time and to the extent required by provisions of generally applicable law.
2. In relation to the processing of your personal data, you have the following rights:

• the right to access personal data, including the right to obtain a copy of such data,
• right to rectification (correction) of personal data – in the event that the data are incorrect or incomplete,
• right to request the erasure of personal data (right to be forgotten),
• right to restriction of processing,
• right to data portability,
• right to object to processing.

1. In the event that you become aware that your personal data are illegally processed by Topmet Light, you have the right to lodge a complaint with a supervisory authority competent in personal data protection matters.
2. In the event that personal data are processed on the basis of a consent of the data subject, the provision of your personal data to the Controller is voluntary.
3. The provision of your personal data is mandatory when the basis for personal data processing is a provision of law or a contract between the parties.
4. Your personal data may be processed automatically but may not be profiled.

 

IV. Final provisions 

1. This document is binding upon the parties. In the event that a transaction is made, it is presumed that the parties have consented to all the provisions of this document.
2. The law governing the application and interpretation of this document is Polish law.
3. The court that will settle potential disputes is the court of general jurisdiction that has jurisdiction over the registered office of TOPMET LIGHT.