Terms of service
TERMS OF SERVICE (B2B STORE)
OVERVIEW
Welcome to Portman Lights! The terms "we", "us" and "our" refer to PORTMAN LIGHTS Sp. z o.o., headquartered in Gdynia, Poland. Portman Lights operates this online B2B store (“Store”) and website, including all related information, content, features, tools, products and services to provide you, our business customer, with a curated shopping experience (the "Services"). Portman Lights is powered by Shopify, which enables us to provide the Services to you.
By visiting, interacting with or purchasing from our Services, you agree to be bound by these Terms of Service and our Privacy Policy. Please read them carefully.
SECTION 1 - B2B EXCLUSIVE NATURE & ACCOUNT ELIGIBILITY
1.1. THIS STORE IS STRICTLY DEDICATED TO BUSINESS-TO-BUSINESS (B2B) TRANSACTIONS.
1.2. By agreeing to these Terms of Service, you represent and warrant that you are purchasing products solely for commercial, professional, or trade purposes (as a legal entity, entrepreneur, or sole proprietor) and NOT as a consumer.
1.3. CONSUMER RIGHTS EXCLUSION: Statutory consumer protections, including the 14-day statutory right of withdrawal without cause under EU directives and statutory consumer warranty rights (including Art. 385[5] and Art. 556[4] of the Polish Civil Code), are strictly EXCLUDED to the fullest extent permitted by applicable law.
SECTION 2 - OUR PRODUCTS AND SPECIFICATIONS
We make every effort to display as accurately as possible the technical parameters and appearance of our products. However, technical representations may vary depending on screen configurations. Descriptions and availability of products are subject to change at any time without notice at our sole discretion.
SECTION 3 - ORDERS, PRICES, AND 100% PREPAYMENT
3.1. ORDER OFFER & ACCEPTANCE: When you place an order, you are making a binding offer to purchase. Contracts are formed ONLY when Portman Lights confirms acceptance of the order and successfully receives 100% prepayment for the ordered products. Portman Lights reserves the right to decline or cancel any order at its sole discretion prior to dispatch.
3.2. PRICING AND TAXES: All posted prices are net prices in the selected checkout currency (e.g., EUR, USD, GBP), unless explicitly stated otherwise. Posted prices do not include applicable value-added tax (VAT), shipping and handling fees, insurance, customs duties, or import charges. The price charged for a product will be the price in effect at the time the order is placed and set out in your order confirmation email. Prices posted in our online store may differ from prices offered by our authorized distributors or third-party sellers.
3.3. EU VAT (VIES) VALIDATION: For cross-border intra-Community B2B deliveries within the European Union, you represent and warrant that you possess a valid and active EU VAT identification number registered in the VIES system. You agree to provide a correct EU VAT number during checkout. If a valid EU VAT number is not provided or validated, applicable Polish VAT (23%) will be added to the total order amount.
SECTION 4 - BILLING, PAYMENT AND CARD AUTHORIZATION
4.1. ACCURACY OF BILLING INFORMATION: You agree to provide current, complete, and accurate corporate billing, payment, shipping, and account information for all purchases made at our store. You agree to promptly update your account and payment details so that we can complete your transactions.
4.2. PAYMENT TERMS & AUTHORIZATION: All purchases require 100% advance payment. You represent and warrant that:
(i) the payment and credit card information you provide is true, correct, and complete;
(ii) you are duly authorized by your company/entity to use such payment method or credit card for the corporate purchase;
(iii) charges incurred by you will be honored by your credit card company or financial institution; and
(iv) you will pay all charges incurred by you at the posted prices, including shipping, handling fees, and all applicable taxes or duties.
SECTION 5 - SHIPPING AND DELIVERY (DAP INCOTERMS 2020)
5.1. DELIVERY TERMS: Unless agreed otherwise in writing, deliveries within the European Union and internationally are performed under DAP rules (Delivered at Place – Incoterms 2020) to the shipping address provided during checkout.
5.2. PASSING OF RISK & TITLE: Risk of accidental loss or damage to the products passes to you upon delivery at the designated address (prior to unloading). Title to the products passes to you only upon full receipt of 100% prepayment.
5.3. INSPECTION UPON DELIVERY & TRANSPORT DAMAGE: Upon receipt of the shipment from the carrier, you are required to immediately inspect the external condition of the package and its contents. Any visible transport damage, missing packages, or outer carton destruction MUST be reported immediately to the carrier driver by drafting an official transport damage protocol upon delivery, and notified to Portman Lights in writing within 48 hours of receipt.
5.4. DELIVERY TIMELINES: Shipping dates and delivery timelines provided on the website or in order confirmations are estimates only. Portman Lights is not liable for transport delays caused by logistics carriers, customs clearance procedures, or events beyond our reasonable control.
SECTION 6 - INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS
6.1. OWNERSHIP: All content, product designs, trademarks, logos, photographs, technical specifications, datasheets, software, and visual materials available through our Services are the exclusive property of PORTMAN LIGHTS Sp. z o.o. or its licensors and are protected by Polish, European Union, and international intellectual property and copyright laws.
6.2. PERMITTED COMMERCIAL USE: You are granted a limited, non-exclusive, non-transferable license to access and use the product information, datasheets, and media content solely for your internal business evaluation or for promoting and reselling genuine Portman Lights products. Any unauthorized modification, reproduction, redistribution, or creation of derivative works without our prior written consent is strictly prohibited.
6.3. TRADEMARKS: "Portman Lights", our product names, logos, and slogans are registered or unregistered trademarks of PORTMAN LIGHTS Sp. z o.o. Nothing in these Terms grants you any right or license to use our trademarks outside the scope of promoting genuine Portman Lights products.
6.4. BOT PROTECTION & AUTOMATED SCRAPING: You are strictly prohibited from using automated tools, scrapers, crawlers, indexing bots, or AI agents (including LLM/AI training tools) to extract, scrape, or process data, photos, or pricing from our Services without our explicit written permission.
6.5. FEEDBACK AND SUBMISSIONS: If you send us ideas, suggestions, product reviews, or technical proposals ("Feedback"), you grant Portman Lights a royalty-free, worldwide, perpetual, and irrevocable license to use, reproduce, modify, and publish such Feedback for any commercial purpose without obligation or compensation to you.
SECTION 7 - RELATIONSHIP WITH SHOPIFY & THIRD-PARTY TOOLS
7.1. SHOPIFY PLATFORM: Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products to you. You acknowledge that your purchase contract is formed exclusively with PORTMAN LIGHTS Sp. z o.o., and Shopify bears no liability or warranty obligations regarding the products or services.
7.2. THIRD-PARTY SERVICES: Certain content, products, and services available via our Store may include materials or links from third parties (e.g., payment gateways, shipping calculators). We are not responsible for examining or evaluating the content or accuracy of third-party platforms.
SECTION 8 - EXCLUSION OF STATUTORY WARRANTY & LIMITATION OF LIABILITY
8.1. EXCLUSION OF STATUTORY WARRANTY: Statutory implied warranties for physical or legal defects (in Polish: "rękojmia" under Art. 558 § 1 of the Polish Civil Code) are strictly and completely excluded. Product quality, technical support, and warranty claims are governed exclusively by our separate Manufacturer’s Warranty Policy (Standard Service Model).
8.2. LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, Portman Lights shall not be liable for any indirect, consequential, or economic damages arising out of or in connection with the purchase or use of our products. This includes, without limitation, loss of business profits, lost revenues, cancelled events or concerts, production downtime, or claims by third parties.
8.3. LIABILITY CAP: In any event, the aggregate pecuniary liability of Portman Lights for any claims or damages arising out of or related to a purchased product shall be strictly limited to the net purchase price actually paid by you for the specific product giving rise to the claim.
SECTION 9 - GOVERNING LAW, JURISDICTION AND COMPANY CONTACT
9.1. GOVERNING LAW: These Terms of Service and any separate sales agreements entered into through our Store shall be governed by, interpreted, and construed in accordance with the substantive laws of the Republic of Poland, excluding its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
9.2. EXCLUSIVE JURISDICTION: Any dispute, claim, or controversy arising out of or relating to these Terms, purchases, or use of our Services shall be submitted to the exclusive jurisdiction of the Polish Common Court having territorial jurisdiction over the registered office of Portman Lights in Gdynia, Poland.
9.3. CONTACT INFORMATION: Questions regarding these Terms of Service should be directed to:
PORTMAN LIGHTS Sp. z o.o.
Ul. Chwaszczyńska 190D, 81-571 Gdynia, Poland
NIP (VAT EU): 5862310706 | REGON: 365588200
Email: office@portmanlights.com | Phone: +48 58 766 49 49
SECTION 10 - GENERAL PROVISIONS & INDEMNIFICATION
10.1. INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Portman Lights, its directors, officers, and employees from any third-party claims, liabilities, damages, or expenses (including legal fees) arising out of your breach of these Terms, misuse of the Services, or violation of applicable laws.
10.2. SEVERABILITY & WAIVER: If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall remain enforceable to the fullest extent permitted by law, and the unenforceable portion shall be deemed severed without affecting the validity of the remaining provisions. Our failure to enforce any right shall not constitute a waiver.
10.3. ENTIRE AGREEMENT & AMENDMENTS: These Terms, along with our Privacy Policy and Warranty Policy, constitute the entire agreement between you and Portman Lights regarding the Services. We reserve the right to update or replace any part of these Terms by posting updates to our website. Continued use of the Store constitutes acceptance of those changes.
10.4. TERMINATION: We reserve the right to terminate or suspend your access to the Services or your account immediately, without notice, if you breach any material provision of these Terms.