Conditions of use
The present terms and conditions as set out below govern the relationship between RC-Machines (RCM S.àr.l) (hereafter RCM) and the client (hereafter the Client).
1. Applications, orders, general
All applications as well as all orders must be addressed in writing to RCM (letter, fax or e-mail). RCM shall not communicate via telephone any applicable rates nor any offers. RCM offers are not binding. By placing an order with RCM, the Client recognises and accepts the sale, delivery and payment terms and conditions of RCM. Forced purchase conditions drawn up by the Client are null and void.
2. Catalogues, prospectus, flyers or similar documents
The execution, measures, specifications, replications as well as technical data are, to the extent not expressly confirmed, approximate and non binding. RCM retains the right to change samples or the fabrication program. All changes may be carried out without any specific instruction. RCM catalogues are protected by intellectual property. Replications, even by extract, are only permitted upon express approval in writing by RCM.
Rates are expressed in EURO. Applicable rates are those indicated in RCM's assortment on offer. Exceptions thereto are special offer rates which have been expressly confirmed in writing by RCM. Rates are non-binding. Printing errors in catalogues, prospectuses, flyers, rate listings or similar documents do not give rise to any claim for damages. RCM retains the right to change rates. A confirmation of an order by RCM is binding. Discount, special tariffs or price reductions shall be carried out by RCM and solely communicated in writing.
RCM does not accept any rates, conditions or claims which the Client drew up himself.
For printing instructions, an initial down payment of 50% might be requested, the remaining 50% are in such case payable net and without deduction, upon collection. The payment must be free of charge for RCM. The fees to be collected on delivery are at the expense of the Client. Restraint on payment and set-off against any of the Client's claims are not permitted. In case of default of payment, RCM may even without exercising its right to termination/cancellation and without any prior formal notice for payment, require the Client to return RCM's goods, on a provisional basis, provided the production chain of the Client's business is not adversely affected thereby.
5.1 Collection / delivery
In case of collection of the goods at RCM's premises (Stuppicht or Junglinster), the invoice must be satisfied immediately. All deliveries must occur in principal upon request and after approval (by way of mail or forwarding) against reimbursement or payment in advance. At the moment of the handing over to the carrier or haulage contractor and at the latest upon leaving the premises of RCM, the risks in relation to the goods are transferred to the Client. The forwarding route, the means of transportation and packing are determined by RCM, excluding any liability whatsoever and, to the extent there are no specific forwarding instructions. RCM's expenses and fees in that respect are borne by the Client. Products delivered by RCM are forwarded at the Client's risks. Delivery periods indicated by RCM are approximate and not binding to the extent they are conditional upon every recipient. Goods must be immediately inspected upon reception by the Client or a third party mandated by him to that effect with a view to potential defects and amount of pieces. Objections must be communicated without delay to RCM in writing, failing that all liability of RCM is excluded. Any externally apparent damage in transit is also precluded from compensation if the Client failed to have the hauling contractor upon reception confirm such damage in writing. Authorised re-forwarding is only accepted if free of port. The delivery and collection period runs from the day RCM has received the duly signed voucher by the Client, however never before agreement on all execution details. In case of force majeure, strike, lock out, disaster, company disturbances and goods deficiencies, RCM is discharged throughout the duration of the disturbances of the estimated delivery period.
5.2 Partial delivery
For the sake of prompt delivery, RCM is entitled to partial delivery and leave out temporarily possibly missing products. The client may not refuse partial delivery. Each delivery constitutes a separate transaction. Should the Client however not be in a position to receive partial delivery for time reasons, this must be clearly stated by him upon placement of his order.
5.3 Additional delivery
RCM retains as an ongoing order all goods which upon reception at its premises may not be stored or which cannot be delivery/collected shortly, until the following delivery or collection availability.
6. Retention of title
RCM retains title to all goods until their due and complete discharge by the Client. Such good may not be pledged or title to it transferred by way of security or otherwise. The Client is entitled to sell, transfer or otherwise dispose of goods to which RCM retains title for the purposes of his business as long as he/she timely respects his/her obligations which derive from the business relationship with RCM. The Client must ensure the safekeeping of RCM's rights to the goods subject to retention of title upon their on-sale in case the latter were not for a consideration in cash.
7. Objections for defects, liability and guarantees
RCM is liable as follows for defects including the lack of warranted qualities:
· Goods must be immediately inspected upon reception by the Client with a view to potential defects, respectively the lack of warranted qualities. Upon establishment of such defects, RCM must be informed thereof in writing, within 10 days regarding blatant defects and hidden defects immediately after their discovery.
· Regarding goods for which evidence is given that they have been damaged due to circumstances which arose prior to the transfer of risks, RCM shall decide whether substitute material or repair works shall be provided.
· RCM is liable to the same extent as for the good delivered in the first place regarding substitute material deliveries and repair work; for such substitute material deliveries a new delivery period commences. In case RCM did not proceed to the delivery of substitute material or to the repair work within an appropriate self imposed additional delivery period, the Client then has a right to cancellation. RCM does not grant any guarantee in respect of the following damages which arose out of, to RCM non acceptable, grounds.
· RCM excludes all liability for any inappropriate usage, defective assembling or installing, defective utilisation, natural deterioration through use or wear and tear, defective or negligent treatment, inappropriate cleaning or washing products, and chemical, electro-chemical or electronic influences.
· Further RCM, is not liable for any changes or repair works to goods carried out by the Client or a third party, which are inappropriate and unauthorised by RCM. Without the express approval in writing by RCM, any repair works by a third party is prohibited and RCM does not recognise the expenses resulting thereof.
· Some of RCM's goods may, failing any indication to the contrary, be imported from Asia. This does not give rise to grounds for objection.
· RCM is not liable for wasted material up to 3%. RCM reduces its liability to a discount to be granted on its invoice, in case of higher levels of wasted material. Goods must be immediately inspected upon reception by the Client or a third party mandated by him to that effect with a view to potential defects and amount of pieces. Objections must be communicated without delay to RCM in writing, failing that all liability of RCM is excluded. Any externally apparent damage in transit is also precluded from compensation if the Client failed to have the hauling contractor upon reception confirm such damage in writing. Authorised re-forwarding is only accepted if free of port.
8. Contractual penalties, compensation
The Client is not entitled to retain payment or set-off his claims against RCM's claims, to the extents such Client's claims have not been expressly recognised by RCM or have become legally enforceable. No contractual penalties may be enforced against RCM. Any claim for compensation of any type is excluded, save wilful or serious misconduct of one of RCM's employees. Minors must provide evidence as to an authorisation by their parents/tutor or any legally valid certificate. RCM may retain the right to request an authenticity check for orders carried out on behalf and in the name of associations, societies or organisations. Such orders must be done by a member of the management body. In case RCM has a suspicion and upon refusal to provide a valid document the order shall be cancelled immediately. In such case, the Client shall be invoiced for all expenses accrued so far in addition to a request for compensation of 20%. Such decision shall be taken by the competent bodies of RCM.
9. Severability clause and amendments
The non-enforceability of certain clauses does not fetter in any way whatsoever the validity of the remaining clauses. Terms and conditions of the Client which would derogate or deviate from the present terms and conditions as well as any oral agreement must necessarily be agreed to in writing by RCM.
10. Governing law and jurisdiction clause.
These general terms and conditions shall be governed by, and construed exclusively in accordance with the laws of Luxembourg. The laws of Luxembourg shall exclusively govern the relations between the Client and RCM. Any dispute between the Client and RCM arising in connection with their business relationship or with these general terms and conditions shall be submitted to the Luxembourg courts who shall have exclusive jurisdiction.
11. Other comments and agreements
IN WITNESS HEREOF, and by signing the present general terms and conditions, the Client expressly declares having read and understood them, to accept them and more specifically declares expressly to be bound by the underlined paragraphs.
RC-Machines (RCM S.à r.l.)