Terms and conditions governing sales, delivery and payment
1) General information
These General Terms and Conditions of Sale shall apply to relations between HOSPILUX S.A. (hereinafter referred to as "Hospilux") and its professional clients and consumers (hereinafter referred to as "the Client").
These general terms and conditions shall form an integral part of the agreement between Hospilux and the Client.
Unless expressly and formally stated otherwise in writing, all sales shall be deemed concluded under the following terms and conditions. All previous agreements or conditions shall be cancelled. Derogations from these terms and conditions shall be valid only in case that they are confirmed in writing. The invalidity or amendment of any part of the following terms and conditions shall not affect the validity of the remaining provisions.
Hospilux does not accept any general terms and conditions of purchase contained in the Client's documents. Hospilux shall never be bound by the Client's general terms and conditions of purchase, even if Hospilux has not contested them. Hospilux's general terms and conditions shall be the only ones valid.
Prices are quoted exclusive of VAT; they are increased by VAT at the rate in force on the date of the order acceptance by Hospilux; the Products are invoiced at the rate in force on the date of the order acceptance by Hospilux (excluding delivery costs).
Offers made by Hospilux are not binding.
4) Acceptance of orders
Orders are accepted subject to the good availability and the delivery feasibility. Delivery times are purely indicative and are not binding.
In case that an order can not be fully fulfilled the day it shall be processed, Hospilux reserves the right to deliver the missing goods later on, provided that no cancellation of the order is made within 8 (eight) days from the receipt of the invoice.
The goods travel at the Client's risk. All shipping methods are at the Client's expense, i.e. the shipment is made carriage forward or in case of prepayment the carriage will be invoiced. No compensation shall be granted in case that the Client collects the goods. Before any delivery, the goods are carefully checked, packed and loaded by Hospilux.
Hospilux shall not be liable for breakage during the transport or for defects or shortages on arrival. In case that an order requires a special packaging, this shall be invoiced at cost price.
The Client shall check the goods which are delivered without delay. Claims shall be made in writing within 8 (eight) days from the delivery date. The exchange or the credit note issued for non-conforming goods shall only be issued in case that Hospilux liability has been proven for the damage suffered.
Professional clients: returns and exchanges shall be made with the prior consent of Hospilux. Goods that have been duly delivered shall not be taken back. The costs related to the return, exchange and storage shall be borne by the Client. Any deduction in payment shall only be made after a proper credit note has been issued and submitted.
In the event that the Client claim is justified, Hospilux reserves the right to take back the defective goods and to replace them.
Hospilux's liability for any loss or damage resulting from any cause whatsoever, including its negligence, shall in no event exceed the purchase price of the contested Product / Product which have cause the loss or the damage. Hospilux shall not be liable for any indirect, consequential or incidental damages, whether the action is based on contractual liability or tortious liability or otherwise.
Hospilux's warranty is limited to the warranty given to it by its suppliers; it shall not apply to any Product that has been handled or used in a manner that does not comply with the instructions for use duly communicated to the Client.
Professional clients: invoices shall be paid net, without discount, in Luxembourg, at the latest 30 days from the invoice date; in case that the client does not challenge the invoices within 30 days from the issue date, he agree to be bound by the terms of said invoice.
Consumers: the goods shall be paid for at invoice reception.
In case that an order is not fully delivered, the Client is not entitled to refuse to pay the invoice for the goods which have been duly delivered
Any delay in payment entitles Hospilux to interest for late payment without having to go through any particular formalities :
- Transactions with professional clients : Hospilux is entitled to a late payment interest of 10%.
- Transactions with consumers : a late payment interest at the legal interest rate shall be applied from the end of the third month after the receipt of the Products ordered pursuant to article 12 of the law of 18 April 2004 on delayed payment and late payment interests, as amended.
In the event of late payment, Hospilux reserves the right to suspend the delivery of any new order.
Failure to comply with the payment terms shall render all claims of Hospilux immediately payable.
8) Compensation for recovery costs
In case that the Client does not pay an invoice due on time, Hospilux is entitled to obtain, as a minimum, a fixed sum of EUR 40, without having to go through any particular formalities; Hospilux is also entitled to obtain reasonable compensation from the Client for any recovery costs exceeding that fixed sum and incurred due to the Client’s late payment.
9) Retention of title
Hospilux retains title to goods until they are fully paid by the Client.
The transfer of risk shall take place as soon as the Product are made available at the delivery place indicated by the Client; from that moment, the Client shall be liable for any damage that may occur to the Product or as a result of the Product. The Client shall store and preserve the Products under retention of title in continuous compliance with the applicable storage and preservation regulations, and shall take out all necessary insurance policies as of this date.
10) Personal data protection
11) Applicable law - Place of jurisdiction
The validity, interpretation and execution of these general terms and conditions, as well as all contractual documents concluded between Hospilux and the Client, shall be governed by Luxembourg law; in the event of a dispute, courts of Luxembourg shall have jurisdiction.