General conditions of sale

Terms and conditions :

1. FOREWORD
These general terms and conditions regulate the procedures sales between the parties, subject to special provisions concluded in writing and signed by each of the parties.

2. PRICES

The prices are exclusive of Luxembourgish VAT (17%) and “Ex Works,” i.e. exclusive of transport costs.

3. PAYMENT OF INVOICES

3.1 Our invoices are payable, unless otherwise stipulated, in cash into our bank accounts:

ING Luxembourg : LU53 0141 2429 21 40 0000

BIC: CELLLULL

ING Belgium: BE19 3400 7458 0712

BIC: BBRUBEBB

BGL BNP PARIBAS : LU52 0030 1613 1240 1000

BIC: BGLLLULL

3.2 Any delay in payment shall automatically and without notice give rise to interest on arrears at the legal rate in force.
3.3 Without prejudice to any other damages that may be claimed by the Seller in the event of non-payment of the invoice on the due date and without the need for formal notice, in addition to the interest mentioned in Article 3.2, the total amount of the invoice shall be increased by 15% of the total amount of the invoice exclusive of VAT with a minimum of €1,000 by way of lump-sum compensation for non-payment of the invoice on the due date.
3.4 If payment facilities are granted by the Seller, failure to pay a single instalment shall render the balance payable immediately.

4. DEADLINES

4.1 The deadlines stated on order forms, invoices and quotations are for information only.

4.2 They shall run from the date the offer is accepted.

4.3 They shall moreover be extended in the event of delays attributable to the Buyer, in particular in providing the documents necessary for the order of the goods.

4.4 Non-compliance with the stipulated deadlines may not be invoked against the Seller to claim damages or to rescind the contract.

5. DELIVERY
5.1 Delivery of the goods shall be "ex works" at the Seller's place of business, unless agreed otherwise in writing.
5.2 If the Buyer fails to take delivery of the goods on the date of delivery, the Seller shall, after 30 days as of the date of delivery and without notice, unless the Buyer proves that the failure to take possession of the goods is due to force majeure, be entitled to consider the sale as null and void and to demand compensation equal to 15% of the total sale price exclusive of VAT for non-performance of the contract with a minimum of €1,000 as a fixed and irreducible penalty clause.

6. FORCE MAJEURE
6.1 Force majeure or an act of God shall entitle either party to terminate or suspend the performance of the contract without notice or compensation.
6.2 The following shall, in particular and without limitation, be considered as cases of force majeure: war, mobilization, total or partial strikes, riots, accidents, fire, explosions, as well as the direct or indirect consequences of these events.
6.3 If the production of the ordered goods is discontinued, the sale shall be terminated automatically and without compensation.

7. TRANSFER OF OWNERSHIP
7.1 The delivered goods shall remain the exclusive property of the Seller until the price has been paid in full.
7.2 In the event of non-payment on the due date, the Seller reserves the right to consider the sale cancelled by operation of law, without notice.
7.3 The Buyer shall not sell, rent or otherwise dispose of the goods before the price has been paid in full.
7.4 The Buyer undertakes to maintain the goods in perfect condition.
7.5 If the Buyer fails to comply with his obligations to the Seller, the latter reserves the right to suspend said obligations.

8. WARRANTY and CLAIMS
8.1 Apparent defects must be reported within 30 days of delivery by registered letter to the Seller's registered office.
8.2 The Seller shall be bound by a two-year legal warranty against defects in conformity pursuant to Articles L-212-1 to L-212-9 of the Consumer Code. This warranty shall start on the day the goods are delivered.
8.3 Any latent defect must be notified to the Seller within 30 days maximum as of the time that the Buyer noticed it or should normally have noticed it in accordance with Article 1648 of the Civil Code.
8.4  The defective part shall be repaired or replaced by the Seller.
8.5 If repair is not technically feasible or would entail unreasonable costs for the Seller in view of the value of the goods and/or the seriousness of the defect, the parties shall agree on the most appropriate way to remedy the defect or non-conformity.
8.6 The Seller shall be liable only for defects that become apparent under normal conditions of use as provided in the contract and normal for the goods. The Seller's liability shall not extend to defects owing to poor maintenance, incorrect installation, negligence, wilful misconduct, faulty repair or maintenance on the part of the Buyer, or changes made without the Seller's prior, written consent. The Seller's liability shall not extend to normal wear and tear or deterioration.
8.7 The Seller shall not be liable to the Buyer for loss of production, loss of earnings, loss of use, loss of contracts or any other consequential damage and/or loss whatsoever.

9. RETURN

Goods may be returned to the Seller only with the latter’s written consent and must be returned in flawless condition and in the original packaging within 5 business days maximum of receiving permission to do so. The costs and risks of return shall be borne by the Buyer.

10. APPLICABLE LAW and COMPETENT COURT

10.1 The contract shall be governed by Luxembourgish law.
10.2 Any and all disputes between the parties as to the validity, interpretation, performance or non-performance of the contract, which could not be settled amicably within a reasonable period of time, shall be referred exclusively to the courts of Luxembourg. If the Seller is the plaintiff, however, the disputes may be referred to the competent court of the Buyer's registered office/official address for service.

11. PROCESSING OF PERSONAL DATA

The subscription to a sale is subject to the collection of personal data by the Seller from the Buyer. Such data may be processed, recorded and archived by the Seller. Pursuant to Article 6§1 of the GDPR, the Buyer's personal data are processed for the performance of the contractual relationship with the Seller and are necessary so as to enable the Seller to fulfil its legal and contractual obligations.