purchase terms and conditions

Owner: EmTroniX sarl, 150 rue de Niederkorn, L-4991 Sanem, LUXEMBOURG, info@emtronix.lu, VAT: LU18652974, Tel: +352 26 58 17 50

GENERAL TERMS AND CONDITIONS OF PURCHASE

Article 1 – SCOPE

These General Terms and Conditions of Purchase (“GTC”) apply to all orders placed by EmTroniX Sàrl – RC Luxembourg n°B80954 – 150 rue de Niederkorn , L-4991 Sanem Luxembourg – (” EmTroniX “) with any supplier (“Supplier”) of parts, accessories, components, materials, equipment (the “Products”) and/or study, analysis services, reports (the “Services”), used by EMTRONIX in the general context of its activity. The execution of orders placed by EMTRONIX implies the unreserved acceptance of the promoterof these GTC which prevail over any different or contrary clause appearing in the general conditions of sale or any other document emanating from the Supplier.

The GTC may only be derogated from by special conditions stipulated in the Order Form in question or any other document drawn up between the Parties, provided that such special conditions have been expressly accepted and validated by EMTRONIX.

Article 2 – ORDERS – CONTRACTUAL DOCUMENTS

Except in special cases, orders for Products and/or Services by EMTRONIX to the Supplier are subject to:

an expression of needs formulated by EMTRONIX in the form of expected technical, functional and quality specifications (the “EMTRONIX Specifications”);
followed by a technical and commercial proposal issued by the Supplier detailing in particular the terms and conditions of realization of the Products and / or Services ordered by EMTRONIX, as well as the price proposed (the “Supplier Quote”);
followed by an order form issued by EMTRONIX validating the Supplier Quote for the products and/or Services ordered, to which these GTC (the “Order Form”) are annexed.

In any case, the Supplier will make its best efforts to respond as soon as possible to the needs formulated by EMTRONIX and at the latest within 10 working days from the expression of the needs formulated by EMTRONIX.

In any case, these GTC are automatically attached to the Purchase Orders issued by EMTRONIX, the Supplier’s Quotations and the EMTRONIX Specifications. Any derogation from the GTC can only be formalized within the framework of the Order Form issued by EMTRONIX. These GTC and the abovementioned contractual documents are prioritized as follows:

in descending order:

The Order Form issued by EMTRONIX
These GTC and any special and/or derogatory conditions imposed
If applicable, the Specifications provided by EMTRONIX
The Quote issued by the Supplier

In the event of a contradiction between the above-mentioned documents, the content of the document located at a higher rank will prevail for the interpretation and/or execution of the content of the document located at a lower rank, and so on.

Orders for Products and/or Services may only be executed by the Supplier after the issuance of an Order Form by EMTRONIX. Similarly, as of the issuance of the Voucher by EMTRONIX, the Supplier may under no circumstances modify and/or cancel the order for the Products and/or Services, at any time and for any reason whatsoever, except with the prior written consent of EMTRONIX.

EMTRONIX may not modify orders for Products and/or Services without the prior written consent of the Supplier.

On the other hand and without prejudice to any other measure that it would be entitled to take pursuant to these GTC as additional damages that may be claimed, EMTRONIX may automatically, without liability and without any compensation cancel any order placed in the event of noncompliance by the Supplier with the commitments made at the end of these GTC, such as:

the supply of Products and/or Services that are non-compliant, defective or have a hidden defect in relation in particular to the EMTRONIX Specifications and the clauses of these GTC;
non-compliance with any applicable regulations in connection with the execution of orders for Products and/or Services, in accordance with these GTC;
the substantial modification in the organization and/or location of the Supplier’s means of production making it impossible to continue and execute the order under the conditions initially agreed.

Orders placed by EMTRONIX do not imply any obligation of exclusivity, nor any commitment of purchase and / or particular volume vis-à-vis the Supplier, so that EMTRONIX remains free to entrust or not to entrust to the Supplier orders identical or similar to those it has already been able to entrust.

Article 3 – DELIVERY OF PRODUCTS AND SERVICES – DEADLINES

Each delivery of Products and/or Services must imperatively be accompanied by a delivery note recalling in particular the order number, the description and quantity of the Products and/or Services ordered, as well as, where applicable, according to the nature of the order, certificates of conformity, certificates of materials, analysis reports and any other documents that are part of the deliverables requested by EMTRONIX in the order.

EMTRONIX reserves the right to refuse any delivery of Products and/or refunds that is not accompanied by the aforementioned information and documents. The Products must be shipped with packaging and packaging that complies with any applicable regulations and the special instructions given by EMTRONIX so that they do not suffer any deterioration during transport and/or storage, under the sole responsibility and expense of the Supplier.

For the execution of orders, the Supplier is bound by an obligation of result, so that each delivery must be made in full and without splitting, except for special timing and / or special agreement given by EMTRONIX.

The delivery times of the Products and/or Services agreed between the Parties are mandatory. In the event of non-compliance with delivery deadlines, EMTRONIX may automatically apply to the Supplier a non-discharge daily penalty equal to 1% of the total amount excluding taxes of the order concerned, for each day of delay and from the first working day until the day of actual delivery, within the limit of 10% of the total amount excluding taxes of the order concerned.

For the application of late payment penalties, it is expressly agreed that any delivery by the Supplier of non-compliant Products and/or Services (even according to the agreed deadlines) thus leading to the planning of a new delivery at a later date will automatically be assimilated to a delay in delivery thus leading to the application of the aforementioned late payment penalties, this on the originally agreed delivery date.

In addition to and in addition to the aforementioned daily penalties, EMTRONIX may also :

refuse to perform and/or suspend the performance of its own obligations (in particular payment);
continue the enforcement of the Supplier’s obligations;
request a reduction in the price;
pronounce the resolution of the order and have its execution continued by any other third party of its choice;
seek compensation for the damage suffered.

Article 4 – TRANSFER OF RISK AND OWNERSHIP (FOR PRODUCTS)

Deliveries of Products are made “Paid Duty Returns” (DDP – Incoterm 2010) to the places and dates indicated in the order. Consequently, the Supplier bears all costs and risks that the Products may incur or cause until their actual delivery to EMTRONIX at the agreed places and dates.

Notwithstanding the rules relating to the transfer of the aforementioned risks and except for special conditions agreed between the Parties at the time of the order, the transfer of ownership of the Products occurs at the time of delivery. Consequently, EMTRONIX refuses any retention of title clause having directly or indirectly the purpose of subordinating and/or conditioning in any way whatsoever, the transfer of ownership of the Products to the payment of all or part of the price.

Article 5 – PRICE – INVOICING – PAYMENT

The prices of the Products and/or Services are those fixed and communicated by the Supplier in its Quotation and duly accepted by EMTRONIX in its Order Form. Unless otherwise agreed, the prices of the Products and/or Services are exclusive of taxes, free shipping and packaging.

In any case, the prices communicated by the Supplier and duly accepted by EMTRONIX are firm and definitive.

After each delivery of Products and/or Services, the Supplier sends EMTRONIX an invoice by email to olivier.ruy@emtronix. read containing all the particulars prescribed by the applicable regulations and in force. EMTRONIX may automatically refuse any non-compliant invoice within 10 working days of receipt of the invoice, without prejudice, in any event, to the right of EMTRONIX to refuse any delivery of Products and/or Services within 30 working days of receipt of the Products and/or Services concerned in accordance with the clauses referred to in Article 6.

Unless otherwise agreed between the Parties, the Supplier’s invoices are paid within 30 days from the date of issue of the invoice concerned.

The Supplier undertakes to inform EMTRONIX without delay of any transfer, discount and/or other method of transmission of its claims to any third party whatsoever.

Article 6 – REVENUE OF PRODUCTS AND SERVICES

The mere receipt of the Products and/or Services by EMTRONIX does not constitute unreserved acceptance, so that the Supplier remains in any event bound by its obligations of compliant delivery and guarantees, notwithstanding any receipt of the Products and/or Services made by EMTRONIX.

Consequently, the control of the Products and/or Services will be carried out by EMTRONIX from their receipt, in particular according to the EMTRONIX Specifications and the Order Form concerned.

EMTRONIX may refuse any delivery of Products and/or Services by sending by any written means to the Supplier a notification of non-conformity mentioning the defects found, this for a period of 30 working days from receipt of the Products and/or Services concerned (the procedure and the date of receipt being more precisely defined in the Order Form).

In the event of a lack of conformity, EMTRONIX may automatically choose between (i) cancelling all or part of the order concerned and having the Products and/or Services taken back that do not comply with the Supplier’s exclusive costs, (ii) requiring the replacement of non-compliant Products and/or the correction of Services that do not comply with the Supplier’s exclusive costs and according to the deadlines indicated by EMTRONIX , all without prejudice to any other damages.

Article 7 – GUARANTEES

7.1. Supplier’s commitments

The Supplier guarantees the conformity of the Products and/or Services ordered by EMTRONIX in relation in particular to the Specifications and the Order Form issued by EMTRONIX, the expected deliverables (technical documentation, certificates, etc.), as well as more generally their perfect adequacy in relation to emtronix’s needs.

Similarly, the Supplier guarantees to have all the human, material and technical means to ensure the compliant execution of orders for Products and/or Services placed by EMTRONIX.

The Supplier using “special processes”, i.e. processes whose output elements cannot be verified by subsequent monitoring or measurement (e.g. painting, welding, bonding, etc.), must demonstrate the measures put in place to control these processes such as, among other things:

the definition of the criteria for the review and approval of the processes
the qualification of the persons implementing these processes
the use of specific methods and procedures for the implementation and monitoring of processes

The Supplier is obliged to inform EMTRONIX of all the documents, elements, indications, clarifications and questions that are necessary for him to allow the proper understanding and realization of the orders placed with him. In any case, any supply by EMTRONIX of documents, elements, indications and details, as more generally any assistance that may be provided by EMTRONIX to the Supplier in the execution of orders can in no way limit the Supplier’s responsibilities under its obligations of compliant delivery and guarantees.

The Supplier undertakes to report, without undue delay, to EMTRONIX any anomaly and/or event likely to have an impact on the deadlines, characteristics and conditions of realization of the Products and/or Services.

Article 8 – LIABILITY – INSURANCE – CONTROLS

8.1. Responsibilities in relation to Products and Services

As the Supplier is fully responsible for the production of the Products and Services ordered by EMTRONIX, the choice of its own suppliers and subcontractors, the manufacturing and production processes, it guarantees each Product and each Service as free from any defect in manufacture, conformity, quality and/or safety, in accordance with Luxembourg regulations. , European or any other applicable foreign regulation.

In particular, the Supplier is informed that the Products and Services ordered are to be integrated by EMTRONIX in its production of equipment and solutions provided to its customers, so that all the above warranty obligations extend to any equipment, solution and service provided to EMTRONIX customers and integrating the productsand Services performed by the Supplier.

The Supplier is obliged to inform EMTRONIX of any evolution, modification and/or adaptation of the Products, Services and/or their characteristics that may be made necessary by any applicable legislation, regulation and/or activity, and undertakes in this case to propose to EMTRONIX a quote to carry out such evolutions, modifications and/or adaptations.

More generally, the Supplier assumes sole and complete responsibility, without limitation of amount, for any direct, indirect, material and/or immaterial damages that EMTRONIX may suffer and that may result from the execution, non-performance and/or improper execution of orders for Products and/or Services, as more generally from all the commitments made at the end of these GTC.

Similarly and in all circumstances, the Supplier remains solely responsible for all prejudices and damages, whatever their nature, that the material goods and/or persons under its responsibility may suffer and/or cause during the execution of orders placed by EMTRONIX.

8.2. Labour law – Subcontracting

The Supplier certifies that it does not use concealed labour, child labour or any type of labour in violation of the fundamental principles accepted by the International Labour Organisation.

Without limiting the generality of the foregoing, the Supplier will provide at emtronix’s request all the documents required by the applicable regulations relating to the hiring of employees and the fight against illegal work, as well as all the documents certifying that it is up to date with its declarations of payment of contributions, of a social nature, URSSAF and/or tax.

Subject to the prior information and, where appropriate, agreement of EMTRONIX, the Supplier may partially subcontract orders sent by EMTRONIX. In any event, the Supplier remains in all circumstances solely responsible vis-à-vis EMTRONIX for the proper execution of orders and compliance with the commitments provided for in these GTC.

In any event, the Supplier shall refrain from assigning, delegating and/or transferring, in any way and to any third party whatsoever, including but not limited to merger, division, partial contribution of assets and/or transfer of funds, all or part of the orders sent without the prior written consent given by EMTRONIX.

Article 9 – INTELLECTUAL PROPERTY

9.1. Definitions

For the purposes of this Article:

“Prior Knowledge”: software, databases, trademarks, domain names, distinctive signs, designs and models, patents, utility certificates, patentable or non-patentable inventions, products, materials, equipment, solutions, prototypes, reports, studies, and more generally all elements, whatever their form, the nature and medium, protected, protectable or not by Intellectual Property Rights or by any other means of protection such as know-how, trade secrets, which are owned or controlled by EMTRONIX or the Supplier, individually or with third parties, before placing and executing orders.
“Intellectual Property Rights”: all or part of the intellectual and industrial property rights, as defined in the Intellectual Property Code and the various international conventions, and more particularly, without this list being exhaustive: literary and artistic property rights, copyrights, software, patents, utility certificates, trademarks, domain names, designs and models.
“Results”: software, databases, trademarks, domain names, distinctive signs, designs and models, patents, utility certificates, patentable or non-patentable inventions, products, materials, equipment, solutions, prototypes, reports, studies, and more generally all elements, whatever their form, nature and medium, protected, protectable or not by Intellectual Property Rights or by any other means of protection such as know-how, trade secrets, which result from the execution of orders placed by EMTRONIX and which are related to the Products and Services delivered by the Supplier.

9.2. Previous knowledge

Each Party (EMTRONIX and the Supplier) remains the sole owner of its Prior Knowledge and related Intellectual Property Rights.

In particular, EMTRONIX remains the sole owner of all Prior Knowledge and related Intellectual Property Rights, as communicated to the Supplier for the purposes of order fulfilment.

Conversely, the Supplier remains the sole owner of all Prior Knowledge and related Intellectual Property Rights, as implemented in the execution of orders placed by EMTRONIX.

In general, each Party undertakes not to use the Previous Knowledge and the related Intellectual Property Rights belonging to the other Party, other than in the strict context of the execution of orders.

9.3. Results

All results and related Intellectual Property Rights attached to the Products, Services and more generally to all deliverables executed and delivered by the Supplier constitute the full and exclusive property of EMTRONIX.

Therefore, the Supplier declares and undertakes (i) to assign to EMTRONIX, firmly, irrevocably and in return for the only price agreed in the orders, all the Results and the Intellectual Property Rights relating thereto (ii) or, in the event that such an assignment would be made impossible under the law, to grant to EMTRONIX an exclusive, unconditional license, for the whole world and in return for the only price agreed in the orders, relating to all the Results and the Intellectual Property Rights relating thereto.

The Supplier undertakes to take all required and necessary measures with its staff, employees, collaborators, subcontractors and suppliers, to allow the transfer and free disposal by EMTRONIX of the Results and the Related Intellectual Property Rights under the aforementioned conditions.

Only EMTRONIX may decide whether or not to protect all or part of the Results by any intellectual and/or industrial property title, or more generally by any other means of protection it deems appropriate.

The Supplier shall refrain from using, reusing, exploiting and/or marketing to any third party whatsoever the Results and the Related Intellectual Property Rights, the latter of which have been carried out for the exclusive needs of EMTRONIX.

9.4. Warranties

The Supplier guarantees to be the sole holder of the Prior Knowledge implemented for the execution of orders and more generally guarantees EMTRONIX the full and complete enjoyment, and free of any servitude, of the Results and Intellectual Property Rights assigned and/or granted on the Products and Services delivered. If all or part of the Results and the Related Intellectual Property Rights are recognized as constituting an infringement, unfair and/or parasitic competition, the Supplier then undertakes to (i) obtain for EMTRONIX the right to continue to use the Results without limitation or additional costs for EMTRONIX , (ii) or in case of impossibility, to modify, adapt, correct and /or replace the Results so that they no longer constitute counterfeiting, unfair and/or parasitic competition, (iii) and in any event, to bear all the costs, disbursements and compensation consequences that would be borne by EMTRONIX in such a situation.

Article 10 – CONFIDENTIALITY

For the purposes of this article, “Confidential Information” means all information, technical, commercial and accounting documents, as well as all elements and objects relating to orders for Products and/or Services, EMTRONIX specifications, EMTRONIX’s activity, its customers, its knowhow, its trade and business secrets.

The Supplier undertakes to keep as strictly confidential all Confidential Information that has been transmitted to it by EMTRONIX or of which it may have become aware as a result of its relations with EMTRONIX.

Except in the cases strictly defined and necessary for the execution of orders, the Supplier is prohibited from communicating and/or transmitting, in any way, at any time and to any third party whatsoever, the Confidential Information belonging to EMTRONIX, as well as making any use of it directly or through any person.

EMTRONIX reserves the right to request at any time the destruction and/or return without delay of all Confidential Information transmitted to the Supplier. The stipulations of this article remain applicable throughout the execution of the order, increased by a period of 5 years from the end of execution of the order.

Article 11 – FORCE MAJEURE

In accordance with the provisions of the Civil Code, an event of force majeure likely to affect the performance of the Supplier’s commitments under these GTC means an event beyond the Supplier’s control, which could not reasonably have been foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures.

In the event of the occurrence of an event of force majeure, within the meaning of the provisions of the Civil Code, the Supplier undertakes to inform EMTRONIX in writing as soon as possible and never beyond a period of seven (7) calendar days from the occurrence of the event of force majeure.

Failing to inform EMTRONIX within the aforementioned period, the Supplier will not be able to rely on the occurrence of an event of force majeure to exonerate itself from its contractual liability.

In the event of notification of an event of force majeure under the conditions and deadlines mentioned above, only the performance of the obligations affected by the event of force majeure will be suspended. In any case, the Supplier undertakes to take all useful and adequate measures to reduce and/or limit the effects of the force majeure event vis-à-vis EMTRONIX.

Upon the disappearance of the event of force majeure, the Supplier undertakes to resume the scrupulous execution of its obligations and commitments provided for in these GTC.

Article 12 – APPLICABLE LAW – SETTLEMENT OF DISPUTES

All orders for Products and/or Services, as well as contracts concluded pursuant to these GTC are governed by the provisions of Luxembourg law, excluding the Vienna Convention of 11 April 1980 on the International Sale of Goods.

Any contractual or extra-contractual disputes relating to these GTC and the contracts they govern (including the existence, enforceability, validity, interpretation, execution and/or non-performance of these GTC) will be submitted to the competent courts located within the jurisdiction of the Luxembourg Court of Appeal, even in the event of summary proceedings, cross-application, warranty appeal or multiple defendants.

Version 2022 – Last modification: 23/05/2025