Translated from French. Only the French version is legally binding.
Introduction
The registered office of Fermé-Lux Sàrl is located in L-5280 Sandweiler (Grand Duchy of Luxembourg). Information about the company’s products and services can be found on its website. These general terms and conditions of sale and delivery apply exclusively and therefore replace any conflicting conditions set out in the buyer’s requests, notifications or letters of intent.
General provisions
The following general terms and conditions alone apply to all transactions in which Fermé-Lux Sàrl acts as seller, unless we have expressly agreed otherwise in writing. Consequently, by agreeing to enter into a contract with Fermé-Lux Sàrl, the customer, hereinafter the “buyer”, expressly accepts these conditions and waives the right to rely on its own or any other conditions, whether general or specific, printed or not, unless they have been accepted in full and in writing for the transaction by Fermé-Lux Sàrl, hereinafter the “seller”.
1. Prices
1.1 Prices and terms of offers are not binding on the seller. An order binds the seller only after its written confirmation. Dispatch of the goods or of the invoice may replace the seller’s written acceptance.
1.2 Unless otherwise agreed, prices are generally ex warehouse. A contribution to transport costs may be charged, depending on the size of the order and the transport conditions.
1.3 Prices are always exclusive of VAT unless otherwise agreed.
1.4 The selling prices shown in the seller’s price lists are based on purchase prices known on the day the offer is made. Unless the seller states otherwise, any offer is valid for two months only and subject to available stock. Any price change applied by the seller’s supplier, and any change in foreign exchange rates, will automatically lead to an upward adjustment of the selling price stated in the offer, by the same amount.
1.5 Prices do not include the value of pallets and packaging or other incidental costs; these will be invoiced separately. The conditions for taking back pallets and packaging are agreed separately between the 2 parties. Crane unloading costs are charged on the basis of the hourly or unit rate specified to the buyer. Unloading onto a concrete slab is carried out only under the express responsibility of the buyer, who must check its load-bearing capacity. The following services are not included in the prices unless they are expressly part of our offer: making and supplying samples, dismantling, installation, disposal, special seals, anchoring, cover strips, and cleaning and refitting of hardware and seal profiles.
2. Deliveries
2.1 Deliveries are made to the foot of the truck, provided the access road is passable for vehicles. Unloading, or the resulting costs, are borne by the buyer, who also bears any costs arising from poor road conditions or the impossibility of unloading the delivery.
2.2 The delivery period runs from the date the deposit is received. Any delivery period is postponed accordingly if information and documents do not reach the seller in good time, if the order confirmation is subsequently changed by the buyer with the seller’s consent, or if a payment arrives late.
2.3 Delivery periods are given for guidance only and begin on the date the deposit is received in full. Failure to meet them therefore gives the buyer no right of recourse or termination.
2.4 In the buyer’s absence, the buyer authorises any person present at the place of delivery to validly accept the goods, and waives any action or claim based on not having accepted the goods personally.
2.5 Once the purchased goods are available at the warehouse, the buyer undertakes either to collect them or to accept their delivery within fifteen days. After this period, storage costs may be charged.
2.6 The seller is entitled to make partial deliveries. In the case of ongoing delivery contracts, each partial delivery is considered a separate transaction. The impossibility of making a partial delivery, or a delay in a partial delivery, in no case entitles the buyer to withdraw from the entire contract or to claim damages.
2.7 In the event of unforeseeable difficulties in obtaining raw materials, strikes, operational disruptions and other cases of force majeure, the seller is entitled to set a new delivery date or to withdraw from the contract without financial consequences.
2.8 If a delivery date has been contractually agreed between the parties and a delay in delivery occurs through the fault or action of the buyer, the seller is entitled to claim from the buyer a lump-sum compensation set at 30% of the contract value.
3. Acceptance of the goods
3.1 Risk passes to the buyer upon acceptance of the packed goods at the warehouse, by the buyer or by a person appointed by the buyer or the seller (carrier, forwarding agent, etc.).
3.2 If, for reasons for which the seller is not responsible, acceptance is delayed or made impossible, the seller is entitled to store the goods at the buyer’s expense and risk, on its own premises or with a third party, and will thereby have fulfilled its obligations, which entitles it to complete the contract and issue the invoice.
4. Payment
4.1 Invoices are payable in cash without discount, unless otherwise granted by the seller. Payment costs are borne by the buyer. However, purchases (supply and collection) of less than €100 are payable immediately in cash.
4.2 The seller reserves the discretionary right to grant payment terms and a delivery limit to natural or legal persons who request them. The approval of the credit insurer is also required. The seller expressly reserves the right to suspend future and current orders, in particular if invoices are not paid when due. In this case, all other invoices, even those not yet due, become immediately payable. While the formalities for granting payment terms and a delivery limit are being completed, all purchases must be paid immediately in cash.
4.3 Any invoice not paid by the agreed due date automatically bears late-payment interest, from the due date, at a rate 2% above the statutory interest rate for commercial transactions.
5. Liability, complaints, warranty
5.1 If the goods delivered have a defect for which the seller is responsible, the seller will, at its discretion, replace them or remedy the defect free of charge. Any other claim by the buyer, in particular for damages or termination of the contract, as well as for losses resulting from the use or installation of the goods, is expressly excluded, whatever the legal basis invoked.
5.2 The seller can be held liable for a breach of its contractual obligations only in the event of established gross negligence on its part. In principle, the seller bears no liability for the products sold. However, any liability of the seller established by a court may not give rise to damages exceeding €12,500.
5.3 Defects in the goods must be reported in writing immediately: visible damage no later than one week after receipt or arrival of the consignment, hidden defects no later than one week after their discovery. Otherwise, any warranty is excluded. However, complaints can only be accepted before the goods are installed, where installation is not carried out by the seller. For deliveries including installation, article 6.3 below applies.
5.4 Disputes over partial deliveries do not entitle the buyer to refuse to perform the contract.
5.5 We are not responsible for damage, in particular where it results from normal wear and tear, inadequate maintenance, excessive stress, work by third parties not carried out in a professional manner, etc. Damage resulting from failure to follow instructions given by the seller after receipt of the complaint is also excluded from the warranty.
5.6 Slight differences between the goods supplied and the samples presented at the time of the order do not justify any complaint, provided proper use is not compromised. If the seller is physically unable to fulfil the order within the agreed time, it reserves the right to replace the goods originally planned with goods of equivalent quality.
5.7 Small scratches, greasy surfaces and the like that are not visible when viewed perpendicularly from a distance of 3 metres are not considered damage.
5.8 Insofar as such effects are within the tolerances of the manufacturer’s standards, glazing cannot be considered defective and, consequently, the buyer is not entitled to repairs or replacement supplies under warranty.
5.9 In addition to the above, Fermé-Lux Sàrl provides a 2-year warranty from delivery against defects in its prefabricated elements.
5.10 For the supply of motors, moving components, glass panes and other goods, the warranty period is that of the manufacturer, from the time the risk passes.
5.11 Fermé-Lux Sàrl grants a two-year warranty on all work carried out by itself. Any complaint must be made by registered letter as soon as the defect appears.
6. Installation conditions
6.1 Prices are based on the following conditions: uninterrupted installation, normal and free access to the installation site, electrical connection, scaffolding and necessary lifting equipment provided by the client, possibility of temporary storage of materials in a dry room, installation on prepared supports, the fixing point in depth and height indicated by the client on each façade opening, for doors a reference line marked by the client, compliance with dimensional tolerances of ± 0.5 cm per opening, connection sealing carried out by the client, site safety ensured by the client.
6.2 Before the agreed start of installation work, the buyer must take in good time, at its own expense and risk, all preliminary measures and arrangements necessary for the work to proceed normally.
6.3 All work carried out by Fermé-Lux Sàrl must be inspected and accepted by the site management within 10 days of completion. Any shortcomings found at that time, such as broken glass, etc., are recorded in an acceptance report. Later complaints can no longer be taken into account. Acceptance of the work, or of a complete part of the work, can only be postponed in the event of significant shortcomings affecting the functioning of the work.
6.4 The seller is liable for damage caused by its staff to buildings and other equipment only insofar as it is accepted by its business liability insurance. Any consequential damage is excluded from the warranty.
7. Retention of title
7.1 The goods sold remain the property of the seller until the buyer has paid the price in full.
7.2 In case of doubt, the seller reserves the right to have the deed recording the sale registered in order to benefit from the seller’s lien provided for by law.
8. Penalty clause
8.1 Subject to the seller’s agreement, purchases may be paid by bills of exchange or negotiable instruments accepted by the buyer. However, non-payment of one bill will make all bills still outstanding immediately payable; the buyer will be given formal notice by registered letter.
8.2 Any sums not paid when due will, eight days after a formal notice has been sent, be increased by 30% as a contractual penalty, with a minimum of €50, without prejudice to the clause on late-payment interest.
9. Returns and exchanges
Returns or exchanges must be expressly accepted by the seller. If agreed, the buyer must present the invoice or till receipt and the delivery note for the goods returned or exchanged. No exchange can be made more than 30 days after delivery. Only stock items in their original packaging may be exchanged. In the case of a return, the buyer must state in writing whether it wishes the returned goods to be collected by Fermé-Lux Sàrl. In that case, 25% of the price of the goods will be withheld for transport and other costs. Where the buyer returns the goods to the factory itself, only 10% of the value of the goods will be withheld as costs. In the case of a return, the buyer will receive a voucher valid for 3 months or a credit note.
10. Jurisdiction
This contract is governed exclusively by Luxembourg law. Only the courts of the judicial district of Luxembourg have jurisdiction.
11. Miscellaneous
The order is concluded exclusively under the above conditions, which the buyer expressly acknowledges having read. Acceptance of the delivery constitutes acceptance of the general terms and conditions of sale. Should one or more of the above provisions be deemed void, the parties agree that all the others remain in force.
Fermé-Lux Sàrl · Zone Industrielle Rolach, Hall 1 – Zone 2 · L-5280 Sandweiler
R.C.S. Luxembourg B134632 · VAT LU22249382 · Business permits 118592 and 00140269
Tel. +352 35 53 78 · info@fermelux.lu
