GENERAL TERMS AND CONDITIONS OF SALE:
‘Seller’: Solar Screen International SA, with registered office at 18 rue du Commerce, L-3895 Foetz and registered in the Luxembourg Trade Register under number B-22286.
‘Goods’: All the products offered by the Seller.
"Services": All services offered by the Seller, including, but not limited to, the Goods delivery service, the installation of the Goods, technical advice on the materials necessary for the installation of the Goods by third parties, Marketing services as well as training.
‘Goods/Services’: Goods and Services together.
‘Buyer’: Any party acting as the Buyer of the Goods and / or Services of the Seller, or acting as a subcontractor or distributor of the Seller and who acquires such Goods / Services in that capacity.
These General Terms and Conditions of Sale apply to all sales of Goods and/or Services by the Seller to the Buyer. They replace any previous General Terms and Conditions of sale of the Seller. Any application of the General Terms and Conditions of the Buyer is therefore specifically excluded. On acceptance and/or execution of an order placed with the Seller, the Buyer is deemed to accept these General Terms and Conditions of Sale in full and without any reservation. These General Terms and Conditions of Sale may be waived only with the express written agreement of the Seller's Management.
Any nullity of one or the other provision of these General Terms and Conditions of Sale can in no case cause the nullity of the other provisions. In this case, the Parties will make every effort to replace any null provision with an equivalent and valid provision.
3. Price, invoicing and payment
The prices indicated and posted are net amounts expressed in euros. All taxes, fees or charges are the payable by the Buyer as well as any postage or transport costs. Each invoice is sent to the address indicated on the order form. Each invoice is deemed to be accepted in the absence of a written and definitive objection within 15 days of its date of sending. Unless otherwise agreed, invoices are payable in cash at the registered office of the Seller and within 15 days. The Seller's agents, sales representatives, subcontractors or other agents are not authorised to collect invoices.
However, an incomplete or disputed delivery does not entitle the Purchaser to defer its payments. Non-payment on the due date of the invoice makes the following immediately payable, automatically and without notice:
- any unpaid balance of all other invoices, even invoices that have not yet expired;
- any amount that remains unpaid on the due date, entailing, automatically and without notice, the payment of a penalty of an interest rate per month (each month commenced being considered as a full month) equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
- a lump sum compensation for recovery costs of 40 euros, and the suspension of all orders in progress,
notwithstanding the possibility for the Seller to be reimbursed for the costs of any legal proceedings.
These penalties do not affect the debt repayment conditions and do not require a recall of the Good (s) concerned.
4. Order and delivery of Goods / Services
All price offers for Goods / Services are only valid for 30 days after they are sent in writing to the Buyer, unless otherwise agreed in writing. By signing the offer or the order form, the Buyer will definitively and irrevocably commit to the order. Changes to the order or cancellations at the request of the Buyer will only be effective if the Seller has agreed to them in writing. Any costs stemming from such changes or cancellations are payable by the Buyer.
The Seller has the right to request a deposit for each order or to request full payment of the total amount. In such a case, the order will be valid and executed only after the respective payment of the deposit or that of the total amount. The payment of the deposit requested or the amount will in any case constitute acceptance of the offer or purchase order.
In the event that the order is contrary to public order or morality or to a legal or regulatory provision or if the Buyer does not fulfil its obligations vis-à-vis the Seller, the Seller reserves the right to suspend or to cancel the order totally or partially, retaining the right to reclaim the deposit or amount already paid. In the event of a technical change in the Goods / Services or the economic conditions, the Seller will also reserve the right, on executing an order, to make changes or additions to characteristics of the Goods / Services. However, in the event of any change of characteristic, the Seller guarantees the same functionalities and performances of the Goods / Services.
4.2 Delivery /Provision
A date or a deadline for the delivery, the provision and the execution is communicated by the Seller during the confirmation of the order by the Seller. Dates and deadlines are indicative and are not binding on the Seller unless expressly agreed otherwise in writing. Any overrunning of this date or deadline can in no case entail a fine, damages or a cancellation of the order.
Unless another place of delivery has been agreed between the Parties, the delivery shall be Ex Works ("EXW" - Incoterms 2011), i.e. in Foetz (Luxembourg). Any transport or delivery is done at the expense and risk of the Buyer. The Seller reserves the right to make partial deliveries, provisions or executions and issue the corresponding partial invoices.
The Buyer is required to allow delivery, receipt or actual performance of the Goods / Services. The Buyer shall automatically and without prior notice bear the cost and risk of all Goods definitively accepted by it or by a person authorised on the agreed date or of all the Services which cannot be performed, regardless of the place where the Goods are and no matter where the Services are to be performed, including the Seller's factory, its agents / subcontractors. All costs (shipping, storage, and other) arising from them are billed automatically and without notice to the Purchaser from the agreed (start) date. The fact that the Goods are not collected or definitively accepted or a failure to allow the Services to be performed on the (start) date does not affect the payment of the agreed price.
4.3 Ownership rights
The Goods (even if delivered for the performance of Services) remain the property of the Seller until the Buyer has paid in full the invoice (s) concerned, regardless of the transfer of risk. The Buyer agrees to respect the rights of the Seller vis-à-vis third parties and not to transfer, transform or incorporate the Goods before full payment of the purchase price, unless the Seller has agreed otherwise in writing. In case of resale of these Goods by the Buyer to third parties before full payment of the invoice (s) concerned, and in any form whatsoever, the claim of the Buyer is considered to be assigned to the Seller (Luxembourg law of 31 March 2000 on the effects of retention of title clauses in sales contracts and amending certain provisions of the Commercial Code).
Taking possession / execution of the Goods / Services covers all visible defects with regard to the Seller. The Buyer is also required to check the quantity / quality / condition when the Goods are delivered. If no written comment is made on this subject at the time of delivery, the delivery is deemed to have been executed correctly.
The General Terms and Conditions of Guarantee and Liability are available on request. The Seller offers a commercial guarantee for any possible defects that may occur only if the defect in question is notified by the Buyer by registered letter within 15 days of discovery of said defect and that it is duly motivated and the Goods are not transferred, transformed or incorporated in the meantime. After this 15-day period, no complaint is valid. The Buyer is obliged, following a valid notification of a defect, to allow the Seller to examine the problem and provide the most appropriate solution. The Seller will have the opportunity to choose between repair and / or replacement (where appropriate, with an equivalent product following technical changes). The Goods will be taken back by the Seller and their price refunded only if repair or replacement is impossible. In this case, the Buyer will not be entitled to compensation in excess of the purchase price of the Good. The commercial guarantee will cease to exist after the expiry of the period of guarantee.
Any claim for indemnity or guarantee expires in all cases if (i) the Goods have been used otherwise than in accordance with Seller's instructions or in a non-diligent manner or (ii) damage to the Property has been caused during installation by force majeure or by the Buyer, its employees or agents.
6. Intellectual property rights
No intellectual property rights are transferred to the Buyer during the execution of a Goods / Services order and during the physical transfer of Goods / Services as part of an order, unless otherwise agreed in writing. The Buyer therefore has no right to copy the Goods or parts of the Goods himself or to reproduce them in any way whatsoever or to avail itself of any intellectual property rights (such as trademark law) in the context of communication or advertising, which belong exclusively to the Seller, unless otherwise agreed in writing. The drawings, plans and logos that are or will be produced as part of the execution of the order remain at all times the intellectual property of the Seller. The Buyer may not transfer, copy, reproduce, transmit or communicate them to third parties without the prior written consent of the Seller.
The Seller is not liable for any damage that the Buyer or a third party may suffer as a result of a failure or malfunction of the Goods or a poor performance of the Services and their operation after implementation, nor for any damage caused by late, inaccurate or incomplete deliveries, provisions or performances of Goods / Services, or due to inaccurate measurements, plans, sketches or specifications provided by the Buyer or a third party designated by the Buyer except in the case of wilful misconduct or gross negligence on the part of the Seller, its staff or agents.
The Seller will not be held liable, in any way whatsoever, for indirect, consequential or immaterial damages due to disruption of business. In case of liability for direct damages, no compensation can ever exceed the price of the Goods / Services.
The Seller is entitled to use subcontractors for the delivery, installation or implementation of Goods / Services, among other things, according to standards, conditions and guidelines.
9. Force majeure
Each Goods / Services order may be terminated by the Seller immediately after simple written notification and without compensation or the execution of the order may be delayed if there is a situation of force majeure occurring after acceptance of the order, in the following (non-exhaustive) cases: labour dispute, natural disaster, fire, mobilisation, requisition, embargo, prohibition of currency transfer, insurgency, lack of transportation, general provisioning problem, restrictions on use and on energy and any other event beyond the control of the Seller. The following are also considered cases of force majeure: the (temporary) cessation of the activities or production by the manufacturer of (parts of) the Goods as well as the impact of legal, regulatory or other provisions which mean that certain (e) s (parts of) Goods / Services can no longer be produced or offered.
All notifications between the Buyer and the Seller are made in writing to the address detailed on the confirmation of the order.
The Seller reserves the right to modify these General Terms and Conditions of Sale at any time. In the event of a modification during the execution of the order, the Seller will bring the modified text to the attention of the Buyer. If no written objection is received within fourteen days of the notification of the modified text, the Buyer will be considered to have accepted the modified text, which will be binding on it throughout the current order.
12. Competent courts – Applicable law
The Buyer's order relating to the Goods / Services and these General Terms and Conditions of Sale are governed exclusively by Luxembourg law.
Any dispute concerning a sale or the General Terms and Conditions of Sale will be submitted exclusively to the competent courts located in Luxembourg (Grand Duchy of Luxembourg).