Standard Terms & Conditions.

1. PRINCIPLES

All orders shall entail acceptance of these terms and conditions: these may not be deviated from by contrary arrangements laid down in purchase orders, or in the purchaser’s purchasing terms, unless expressly agreed otherwise in writing by our company.

2. COMING INTO EXISTENCE OF THE CONTRACT

The contract shall be considered as concluded if under the terms of an order our company can furnish proof of acceptance of its offer by any means of communication.

3. OFFERS

The assurances and specific terms and conditions given by our agents, representatives and authorized persons shall only bind us after confirmation by us.

4. DISPATCH – PACKAGING

Unless expressly provided otherwise in the specific terms and conditions, our prices shall be ex-works or factory: transport costs, insurance premiums and taxes not included. Our goods are delivered in packaging of our choice. We reserve the right to request a guarantee for certain packaging, which shall be invoiced for together with the purchased goods. This invoicing shall not entail a transfer of title. The guaranteed packaging must be returned to us in good condition at the customer’s expense.

5. RETENTION OF TITLE AND INTELLECTUAL PROPERTY

Title to the goods sold shall only be transferred to the purchaser after complete payment of all sums owed, but all risks concerning the goods shall be borne by the purchaser from the time when he has access to the goods. In any case, we remain the sole owner of our intellectual property rights. Resale or export outside the European Economic Area is only permitted with our prior written consent.

6. DELIVERY TIMES

Unless stipulated in writing otherwise, delivery times stated are only indicative. Nevertheless, the company undertakes to observe the delivery times customary in the sector.

7. PAYMENT TERMS AND DEFAULT INTEREST

Our invoices must be paid to the specified bank account number before the expiry date. Non-payment within the agreed payment period shall give right, ipso jure and without any prior notification, to the payment of default interests in accordance with the Act on combating late payment in commercial transactions.

8. DAMAGES CLAUSE

Besides the payment of interest, each unpaid sum on the expiry date shall be increased automatically and without notice by an amount equal to 10% of the sum with a minimum of € 125 as lump-sum damages.

9. EXPIRY OF PERIODS

In the event of non-compliance by the purchaser of any one of his obligations, such as the rejection of the goods, late payment or in the event of a legal agreement or any other form of overlapping, all invoices issued by us and not yet expired shall fall due.

10. EXPRESS TERMINATION CLAUSE

In the event of non-compliance by the purchaser of any one of his obligations, our company shall be entitled to terminate the contract. The agreement shall be terminated ipso jure and without notice by the service of our decision by registered letter to the purchaser.

11. GUARANTEE

If the purchaser’s solvency status is put in doubt, we reserve the right to impose an advance payment obligation on him or demand a guarantee for further deliveries at any time. In the event of a breach of such guarantees, the company shall be entitled to rescind the contract without prejudice to the amounts which would be owed to it for the work already carried out or products already delivered.

12. FORCE MAJEURE

All cases of force majeure shall suspend our delivery obligation ipso jure. If the performance of the contract has become definitely impossible, our company shall have the right to terminate the contract ipso jure without notice or lump-sum damages by registered letter.

13. COMPLAINTS

Complaints about the goods or the terms of the invoice shall only be accepted in writing within five (5) working days after their date of receipt, unless stipulated otherwise in writing.

14. RETURNED GOODS

The goods may not be returned without our written consent, which however shall not comprise any acknowledgement of responsibility by us.

15. JURISDICTION

In the case of dispute, jurisdiction shall be given exclusively to the courts of our registered offices and the law of the Grand Duchy of Luxembourg shall apply.