General Terms and Conditions of Sale

LEDIN Group Ltd.

I. Definitions

Buyer – a natural person, legal entity, or organizational unit without legal personality with whom LEDIN Group Ltd. has concluded or intends to conclude a Sales Agreement.

Supplier – LEDIN Group Ltd., owner of the LED line brand.

Website – LED line website at www.ledline.pl.

GTC – these General Terms and Conditions of Sale LED line.

General Warranty Terms – warranty conditions for the subject of the Sales Agreement, posted on the website and provided to the Buyer.

II. General provisions

1. These General Terms and Conditions of Sale constitute an integral part of the Sales Agreement, which refers to the placement of an order by the Buyer and its confirmation by the Recipient. GTC also applies in its entirety to supply agreements and service agreements carried out by LEDIN Group Ltd. for the Buyer.

2. All services provided by the Supplier are subject to the following conditions, which form an integral part of all agreements between the Buyer and the Supplier. Any additional or divergent provisions contained in any document issued by the Buyer are not binding unless accepted by the Supplier in writing under penalty of invalidity.

The GTC bind the Buyer upon:

a. placing an order,

b. signing a Sales Agreement, or

c. accepting an offer from LEDIN Group Ltd.

3. The current edition of the General Terms and Conditions of Sale LEDIN Group Ltd. can be found on the website at: https://ledline.pl/fr/pages/ows and www.ledin.pl/ows.

III. Pricing and minimum logistics requirements

1. The Supplier guarantees the price maintenance at the time of placing the order through the Supplier’s B2B platform.

2. The principle stated in point 1 does not apply when ordering products that are currently unavailable in stock, products on order, or products with zero stock.

3. In the event of price changes, the Supplier is obligated to inform the buyer by email two weeks in advance of the price updates for LED line products, unless otherwise specified in individual cooperation agreements. The principle of advance notification does not apply to price updates for products of other brands.

4. For domestic orders, the parties establish a minimum logistics requirement, which is a minimum order value of PLN 1,000 net for orders placed by phone or electronically and PLN 700 net for orders placed through the B2B platform with goods delivery covered by the Supplier.

For international orders to EU foreign markets, the parties establish a minimum logistics requirement of EUR 1,200 net for zones 1 and 2. Different, higher tariffs may apply to zones 3 and 4. Details will be provided upon contact with a sales representative. The minimum logistics requirement applies only to LED line and Merrytek products. For all other product categories, the minimum logistics principle does not apply, and all shipments are priced individually.

6. If the final value of the accepted order is lower than the minimum logistics requirement, transportation costs will be added to the price of the goods as a separate item on the invoice.

7. Shipping fee rates table applicable from January 1, 2023, within Poland:

For international shipments, a separate price list applies, available upon contact with the Supplier’s representative.

7. The Supplier does not insure ordered products against transportation risk. In the event of damage caused by transportation, the Buyer should prepare a damage protocol in the presence of the courier and send it to the Supplier within 7 days from the date of receiving the goods.

IV. Payment terms and credit limit

1. The supplier has the possibility to grant the buyer a deferred payment term. Granting a deferred payment term is subject to a positive opinion from the insurer. The granted payment term, in case of positive verification by the insurer, is always determined individually by both parties.

2. The credit limit applies to all unpaid invoices in gross value, even if they are still within the payment deadline.

3. The only possibility for the supplier to deliver goods exceeding the established credit limit is to make a prepayment of the price difference between the order value and the credit limit to the supplier’s account.

4. The buyer is obliged to make timely payments resulting from a correctly issued invoice.

5. In the event of delays in payment by the buyer, the supplier may suspend order fulfillment until the outstanding payments are settled.

V. Documentation and Product Information

1. Information regarding LED line brand products, found in offer documents, letters, catalogs, brochures, and other documents used by the Supplier in business operations, as well as those posted on the website and B2B platform, are of an indicative and approximate nature, unless explicitly specified as definitive. Discrepancies between the data provided in the aforementioned materials and the actual state of affairs are permissible, provided that the Supplier takes care to ensure they do not exceed the values permitted by regulations.

2. Documentation delivered together with the product does not result in the transfer of any intellectual property rights belonging to the Supplier to the Purchaser.

3. Other documents forming part of the offer remain the property of the Supplier and, upon explicit request, must be returned, including all copies.

VI. Liability for unforeseen circumstances

1. The Supplier shall not be held liable to the Purchaser for situations caused by the actions or omissions of LEDIN Group Sp. z o.o. suppliers, whose involvement is necessary for the performance of the Sales Agreement. In such a case, the Supplier shall inform the Purchaser of the impossibility of fulfilling the order in accordance with the Sales Agreement or of a delay in order fulfillment. In such a case, the Purchaser has the right to cancel the order within 7 days from the date of receiving the aforementioned information. In this situation, the Purchaser is released from liability towards the Supplier, and the Purchaser is not obliged to fulfill the financial obligation towards the Supplier.

2. Neither Party shall be held liable for any delay or failure to perform the agreement to the extent that it was caused by force majeure events.

3. If an event arising from force majeure lasts for more than 14 days, the Supplier has the right to cancel the entire agreement or terminate its performance in relation to the unfinished part. In such a case, the Supplier is released from liability towards the Purchaser, and the Purchaser is not obliged to fulfill the financial obligation towards the Supplier.

VII. Warranty

The warranty period for each product is specified in the product data sheet. Detailed warranty terms are defined in the Product Instruction Manual.

VIII. Placing and Execution of Orders

1. Orders can be placed with the Supplier in writing, via email, in person, orally over the phone, through the EDI system, or via the Supplier’s B2B platform. These orders are binding for both parties.

2. The Supplier provides the Buyer with the option to place orders through the B2B purchasing platform located at www.b2b.ledline.pl.

3. The Supplier will fulfill the order on the same day if it is placed no later than 12:00 using email, telephone, in-person at the customer’s location, or by 13:00 through an order placed on the B2B platform on a working day. Orders received after the specified hours or on non-working days will be processed on the next working day.

4. In the event that the complete fulfillment of an order is not possible, the Supplier will notify the Buyer of this fact and proceed to fulfill the order only to the extent that is feasible, unless the Buyer explicitly indicated in the order that the remaining part of the order is not binding in the event of shortages of specific goods.

5. Ownership of the delivered goods transfers to the Buyer upon receipt of full payment for the amount specified in the correctly issued VAT invoice by the Supplier.

6. Confirmation of order acceptance and execution will be provided by issuing and sending a VAT invoice.

7. If the Buyer discovers defects or incompleteness in the goods delivered by the Supplier, the Buyer is obligated to notify the Supplier electronically within 7 days from the date of delivery and subsequently prepare a written complaint protocol and promptly deliver it to the Supplier.

8. Failure to raise any objections regarding the delivered goods within 7 days of receiving the shipment will be considered confirmation of the correctness of the delivery.

9. The Supplier will inform the Buyer within 14 calendar days from receiving the goods about the process for handling the complaint.

IX. Returns

1. Returning purchased goods is not possible unless otherwise agreed upon between the parties or unless the Buyer’s purchasing decision was based on incorrect information about the product’s characteristics provided in the catalog card.

X. Confidentiality

All technical, commercial, and financial information disclosed by the Supplier to the Buyer is confidential. The Buyer is obligated not to disclose such information to third parties as mentioned in this provision.

XI. Final Provisions

1. In the event that a competent court declares any provision contained in these General Terms and Conditions invalid or ineffective, the remaining provisions shall remain in effect.

2. Any matters not regulated in the Sales Agreement and these General Terms and Conditions shall be governed by the applicable provisions of Polish law.