ARTICLE 1 – Subject matter
The present general terms and conditions of sale apply to all sales contracts concluded between SIMAC PSF SA (hereinafter: “the Company”) and its client (hereinafter: “the Client”). They constitute an appendix to the contract entered into between the Company and the Client.
If a maintenance for the delivered products and eventually related installation is agreed between the Company and the Client, the Company’s specific terms and conditions for maintenance apply for the maintenance services.
ARTICLE 2 – Offers / Prices
The Company’s offers are open for acceptance within the period stated by the Company in the offer or, when no period is stated, within thirty (30) days from the date of the offer. But any offer may be withdrawn by the Company at any time prior to the receipt by the Company of the Client’s acceptance related thereto.
The prices mentioned in the Company’s offer are expressed in euros.
They do not include VAT, unless otherwise stated.
VAT is always due by the Client on top of the prices in the offer.
The promises made and the insurances given by the Company’s employees engage the Company only if they are confirmed in writing by the management of the Company.
ARTICLE 3 – Delivery
Unless otherwise stated in the Company’s offer, the indicated date of delivery for the products is informative and has no binding effect on the Company. A belated delivery does not give the Client the right to an indemnity neither to the cancellation of the agreement.
ARTICLE 4 – Warranty
Unless otherwise stated, the Company’s products are guaranteed during a period of twelve (12) months starting from the delivery date to the Client. This implies the replacement and/or the repair of the faulty parts due to a faulty construction.
The warranty excludes every compensation or indemnity of any kind.
ARTICLE 5 – Reservation of ownership / Transfer of risk
All materials and products remain the Company’s property until the moment of full payment. As long as they are not paid in full, they are at the Company’s free disposal. In particular, the Company is entitled to take back all unpaid materials and products wherever they are.
The risk of loss of, or damage to the products being subject to the sales contract entered into the Company and the Client, shall be transferred to the Client at the moment the products have been delivered to the Client and therefore fall into the power of the Client (or of a third party appointed by the Client). In particular, the Company takes no responsibility for damages caused to products stored or placed in unoccupied, occupied or unfinished buildings, where the products have been delivered on request of the Client.
ARTICLE 6 – Limitation of liability
The Company shall only be liable for the breach of its contractual obligations in the event of fraud or gross negligence.
In cases where the Company is liable, the maximum compensation shall be limited to the prices of the products as fixed in the sales contract entered into between the Company and the Client.
ARTICLE 7 – Force majeure
The Company cannot be held liable for the non-fulfillment, late fulfillment or incomplete fulfillment of a contract entered into between the Company and the Client, if this was in any way caused by facts, circumstances or events outside of its control, such as, but not exhaustively, labor conflicts, transport problems, communications problems, late deliveries of products by third parties, natural disasters, war, rebellion, supplier negligence, embargo or any other decision or measure taken by anybody of authority.
ARTICLE 8 – Export
The products have been approved to be exported from the United States of America towards Luxemburg. They may not be re-exported without the prior consent of the Luxemburg and the American export authorities.
ARTICLE 9 – Complaints
Complaints about delivered products must be made by means of a registered letter that summarizes all complaints in a detailed way. Due to lack of protest within five (5) business days, the Client is supposed to have unconditionally accepted the delivery in all of its aspects of quality and conformity of the delivered products.
In any case, no complaint can ever be made once the products and eventually related installation have been formally approved in writing by the Client by way of signing a taking-over report.
ARTICLE 10 – Terms of payment
a. Unless otherwise stated in the offer, if the total value of the sale exceeds 25.000,- EUR (twenty-five thousand euros), an advance of 30 % of the agreed amount will be paid by the Client at the moment the contract is concluded. 65 % will be paid at the moment of delivery of all products. The remaining 5% will be paid at the Client’s acceptance of the products.
b. If the Client cancels the contract for any reason between the date the contract is concluded and the delivery of the products, he must pay a fixed indemnity of minimum 35% of the purchase price. In case the costs which the Company has already exposed are higher than 35%, the Client must pay all costs/damages related to the cancellation of the contract.
c. If the Client fails to pay on the indicated day of maturity, the Company has the right to stop all deliveries and works with immediate effect.
d. In case of late payment the Client will be considered a penalty interest rate which corresponds to the rate specified in article 5 of the act of 18th April 2004 on payment periods and interest on arrears (“loi du 18 avril 2004 relative aux délais de paiement et aux intérêts de retard“).
e. Every payment reminder which the Company has to send to the Client for an amount of less then 250,- EUR (two hundred and fifty euros) will automatically be raised by a fixed amount of 25,- EUR (twenty-five euros) to cover the costs of administration and handling.
ARTICLE 11 – Cloud storage
The Company shall use for its internal purposes Information Communication Technologies (ICT) Cloud Computing resources. In this respect, data will be encrypted and stored in those cloud resources and the Company will fully respect the rules set up by the Luxemburgish regulator and the Cloud computing circular.
ARTICLE 12 – Cyber security
If any transactions require either party to access or connect to any network, system, software, or other technology of the other party, such access or connection will only be used for limited, strictly necessary purposes. The parties will each maintain commercially reasonable technical, organizational and security measures to protect the content provided or accessed against accidental or unlawful destruction, alteration, unauthorized disclosure, or access.
ARTICLE 13 – Confidentiality
The Client may have access to confidential information of the Company. Any contractual document (offer, contract, ...) shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the Company.
ARTICLE 14 – Data protection
The Company undertakes to process the data provided by the Client in accordance with the applicable legal and regulatory provisions and in particular with Regulation (EU) 2016/679 of the European Parliament and the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “the GDPR”).
The Client shall have the right to information, access, rectification and erasure of its personal data in accordance with the terms of the GDPR. The Client may exercise its rights at any time by submitting a written request to the Company by e-mail (firstname.lastname@example.org) or by post (SIMAC PSF S.A., 2, rue Léon Laval, L-3372 Leudelange).
By engaging with the Company, the Client accepts the collection and processing of its personal data as set out above.
ARTICLE 15 – Applicable law and Jurisdiction
Luxembourg law shall be applicable to the contractual relations established by the Company and by the Client as well as to all the contractual documents concluded between the Company and the Client, including the present general terms and conditions of sale.
The district courts of Luxembourg City shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the sales contract entered into between the Company and the Client, including the present general terms and conditions of sale.The district courts of Luxembourg City shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the sales contract entered into between the Company and the Client, including the present general terms and conditions of sale.