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 contract 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 documents. Hospilux shall never be bound by the Client general terms and conditions of purchase, even if Hospilux has not contested them. Hospilux general terms and conditions shall apply exclusively.
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 product 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 products later on, provided that no cancellation of the order is made within 8 (eight) days from the receipt of the invoice.
The products travel at the Client risk. All shipping methods shall be borne by the Client, i.e. the shipment is made carriage forward or in case of prepayment the carriage will be charged. No compensation shall be granted in case that the Client collects the products itself. Before any delivery, the products 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 products delivered without delay. Claims shall be made in writing within 8 (eight) days of the date of delivery. Returns and exchanges of products shall only be made with the prior consent of Hospilux. Products delivered in accordance with the order shall not be taken back. The costs relating to the return, exchange and storage of the products shall be borne by the Client. Any deductions in payment shall only be made after Hospilux has drawn up and submitted a proper credit note to the Client.
In the event that the Client claim is justified, Hospilux reserves the right to take back the products that are not compliant with the order and to replace them.
Consumer: in case that the consumer refuses the products on delivery or fails to be present three consecutive times to receive the products at the agreed place of delivery, the transport costs shall be borne by the consumer.
The exchange or credit note issued for damaged products shall only be issued in case that Hospilux liability has been proven.
Hospilux liability for any loss or damage arising out of any cause whatsoever, including its negligence, shall in no event exceed the purchase price of the of the contested product(s) / product(s) 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 contract liability or tortious liability or otherwise.
Hospilux’s warranty is limited to its own supplier warranty; 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.
7) Right of withdrawal
The consumer who makes a distance contract (i.e. by a distance communication : order form sent by post, telephone, internet, etc.) benefits from a right of withdrawal which shall be exercised within 14 (fourteen) calendar days from the product delivery; in case that the last day of this delay is not a working day, it is extended until the first following working day.
The right of withdrawal shall not be justified by the consumer; it shall be exercised without penalties and without additional costs, except for the costs of returning the products concerned, which shall be borne by the consumer.
To exercise his right of withdrawal, the consumer shall 1) notify its decision to withdraw from the distance contract, by means of an unequivocal statement, to Hospilux S.A., Service commande, 1, rue des Chaux, L-5324 Contern (by post) or email@example.com (by email) and 2) return the products to Hospilux S.A., Service commande, 1, rue des Chaux, L-5324 Contern, specifying the invoice number.
The consumer shall return the products without undue delay and, at the latest, within 14 days of communicating his decision to withdraw from the distance contract.
The consumer shall only be liable for any diminished value of the products resulting from the handling of the products other than what is necessary to establish the nature, characteristics and functioning of the products; in this case, the products will not be refunded or exchanged and will be returned to the consumer.
The consumer shall be reimbursed without undue delay and, at the latest, within 14 days of the return of the products or the provision of the product shipment proof; the reimbursement shall be made using the same means of payment as the one used to pay for the product(s), unless the consumer expressly agrees to be reimbursed by a different means of payment.
The right of withdrawal is not provided by law for 1) the supply of products which are liable to deteriorate or expire rapidly, such as parental and enteral nutrition products, 2) the supply of sealed products which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery, such as sterile products and 3) the supply of products made to the consumer’s specifications or clearly personalised, such as those ordered at the specific request of a customer.
Professional client: invoices shall be paid net, without discount, in Luxembourg, at the latest 30 days from the invoice date; in case that the professional client does not challenge the invoices within 30 days from the issue date, he agrees to be bound by the terms of said invoice.
Consumer: the products 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 products which have been duly delivered.
Any delay in payment entitles Hospilux to interest for late payment without having to go through any particular formalities :1) transactions with professional clients : Hospilux is entitled to a late payment interest of 10%; 2) 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.
9) Compensation for recovery costs
In case that the Client does not pay an invoice on its due date, 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 a reasonable compensation from the Client for any recovery costs exceeding that fixed sum and incurred due to the Client late payment.
10) Retention of title
Hospilux retains title to products until they are fully paid by the Client. The risk transfer shall take place as soon as the products 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 arising from the products. 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.
11) Personal data protection
12) Applicable law - Place of jurisdiction
The validity, interpretation and execution of these general terms and conditions, as well as all contract 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.
*Only the French version is binding