sales 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 SALE
1. General
1.1. These Terms and Conditions shall apply to sales of Goods and Services by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2. Orders / Order Amendments
2.1. These Terms and Conditions form part of each Order Buyer may issue to Seller. Each Order should, at a minimum, contain a specifications or drawings (if applicable), quantities, prices, delivery schedule and place of delivery. Each Order or change to such Order must be signed (or authenticated if this is an electronic order) by both parties authorized representatives.
3. Agreement / Acceptance / Modifications
3.1. The Quote/Quotation is Seller’s offer to Buyer and acceptance is expressly limited to these terms without additions, deletions, or other modifications. No change or modification to these Term and Conditions will be binding unless signed (or authenticated if this is an electronic order) by both parties authorized representatives.
4. Price of Goods
4.1. Prices valid at date of delivery will be valid. The Seller reserve the right to adapt prices, for confirmed orders as well, to reflect any increase of its costs, for any reason beyond its control, like force majeure, shortage of primary material or labour, strikes, official orders, transportation or similar problems, if this increase happens after confirmation of order but before delivery of goods.
5. Terms of Delivery
5.1. Confirmed delivery dates are not fixed dates, unless stated otherwise.
5.2. Seller reserves the right to postpone delivery in the case of force majeure for the duration of the obstruction plus a reasonable period of recuperation. Should delivery have become impossible by an act beyond our control, Seller reserves the right to partially or completely rescind the contract.
Strikes, unforeseeable events or interruptions of operations are considered force majeure, should the Seller have no influence over these events. Failure to comply by a supplier only gives us the right to rescind the contract, if a replacement deal was made and failed to comply.
5.3. Seller reserves the right to partial deliveries unless the Buyer has no interest in them.
5.4. Unless agreed otherwise, delivery is made from the Seller’s premises. Goods travel at cost and danger of Buyer, unless agreed otherwise.
6. Price and Payment’s terms
6.1. The Price shall be in accordance to Seller’s offer to Buyer and or describes in contract or purchase order or quotation and other offering documentation. The Price is exclusive of value-added tax and or any applicable sales taxes.
6.2. The prices are ex works unless stated otherwise and do not include any kind of taxes.
6.3. Payment of invoices is due in EURO as payment in advance (bank transfers only).
6.4. At Seller’s sole discretion, Seller reserves the right to receive advance payment upon contract and order received from Buyer.
6.5. Sellers reserve the right to invoice a proportion Expenses incurred to the Buyer in addition to Price and applicable taxes.
6.6. Unless agreed otherwise, the invoices are to be paid immediately upon receipt of merchandise and invoice. Should Buyer fail to comply within 30 days, Buyer will automatically be in default of payment. Payment is considered made when it is at Seller’s disposal. Detention of payments or balancing of payments against claims of Buyer against Seller is not allowed, unless these claims are undisputed or legally established.
6.7. In accordance with the legal provisions of the law of April 18, 2004, invoices not settled at maturity will bear interest at the ECB’s key rate plus 7%.
6.8. Should there be reasons to doubt the solvency or credit standing of the buyer, Seller reserves the right to demand securities or prepayment for any outstanding delivery or declare immediate maturity of all outstanding claims.
7. Retention of Title
7.1. Notwithstanding delivery or passage of risk in the goods, property of goods shall not pass to the buyer until full payment of all our claims against the buyer, regardless of their grounds, was made.
7.2. These goods are called reserved goods in the following. Buyer has the right to process or sell these goods in the regular course of business, as long as payment obligations are fulfilled.
7.3. In the case of bankruptcy or suspension of payment, Seller has the right to demand that Buyer declares the assigned receivables, gives all information and documentation necessary for Seller to collect its claims and informs garnishee of the assignment. Should third parties try to claim these goods, Buyer is obliged to inform them of Seller’s property and immediately inform Seller of the intend. Buyer will be held responsible for costs and damages. This paragraph does not apply to buyers who are neither entrepreneurs nor statutory persons.
8. Warranty
8.1. The Buyer shall examine the merchandise, checking the goods in every aspect, and determine if merchandise is suitable for the intended purposes, if necessary by running appropriate tests. Claims will only be accepted if Seller is informed immediately upon detection of any fault.
8.2. In the case of hidden faults claims must be made within 12 months of delivery of Goods.
8.3. Claims will only be accepted if Seller is informed no later than two weeks after receipt of merchandise, or within 12 months in the case of hidden faults.
8.4. If any valid claim of faulty merchandise is made, Seller is obliged to either replace the merchandise free of charge or repair it, the choice being at its sole discretion.
8.5. Seller will not be liable for any consequential damages caused by any defect or fault in the merchandise, since the object of the warranty is compliance of the delivered merchandise with the contract. The warranty does not cover damages to the goods that were caused by improper handling or storage after the passage of risk or where caused by external factors that were not foreseen in the contract.
8.6. Seller will be liable according to Luxembourgish law if damages occur due to gross negligence or deliberate acts by it, its lawful representatives or auxiliary persons. If the violation of contract was not caused by an intentional act, liability will be limited to foreseeable and typical damages. Furthermore, Seller will be liable according to Luxembourgish law should Seller deliberately violate any essential duty under the contract. Any further liability is excluded, expressively for any kind of damages that occur on anything or in any way other than on the delivered merchandise itself.
9. Technical Advise
9.1. Seller’s technical advises are given according to its best knowledge and experience. Buyer is obliged to apply due diligence in verifying applicability of its advice to its special conditions of production or application. Concerning its technical advises, which are given free of charge, Seller will only be liable for damages caused by gross negligence or deliberate acts from its part or by its lawful representatives or auxiliary persons. Unless intentional violation of contract has been proven, Seller will only be liable for damages that occur foreseeable and typically.
10. Intellectual Property Rights
10.1. Buyer acknowledges that EMTRONIX (Seller) is the sole owner of all Intellectual Property and trade secrets that relate to the products and the use thereof. No right or license in Intellectual Property is granted to Buyer by implication, estoppel or otherwise, unless, and only to the extent, expressly set forth herein or in other written documentation provided by EMTRONIX. Except as required by law or as expressly set forth in other written documentation provided by EMTRONIX, (a) Intellectual Property directed to all or part of a Product is licensed only upon purchase of the product from EMTRONIX and only for use of the specific Product so purchased; (b) Intellectual Property directed to a combination of products is licensed only upon purchase of the entire combination from EMTRONIX and only for use of the combination of specific products so purchased; (c) Intellectual Property directed to a method of using a product is licensed only upon purchase of the product from EMTRONIX that necessarily performs the method and only for use in connection with the specific product so purchased; and (d) Intellectual Property directed to a method of using a combination of products is licensed only upon purchase of the entire combination from EMTRONIX that collectively necessarily perform the method and only for use in connection with the combination of specific products so purchased. As used herein, “Intellectual Property” shall mean any and all EMTRONIX copyrights, patents, trademarks, trade names, logos, Software, documentation, technical and manufacturing techniques, concepts, methods, designs, specifications and other proprietary information relating to the products.
11. Confidentiality
11.1. Buyer agrees to hold all confidential or proprietary information (including, without limitation, technology, software, ideas, know-how, processes, specifications, technical data, configurations, algorithms and trade secrets) which is disclosed by EMTRONIX in strictest confidence, and agrees not to use any confidential information for any purpose outside the purchase, sale and use of products, and not to disclose the confidential information to any third party.
Last modification: 23/05/2025