GENERAL TERMS OF SALE

To commit our company, every order must be confirmed with an order confirmation from us. The buyer is deemed to have accepted these conditions of sale, excluding his own conditions. The goods are delivered under full and extended retention of title and remain our property until full payment.
We take the necessary measures to respect the delivery terms and do not accept penalties due to delays.
A delay in delivery shall in no case give rise to cancellation of the order.
The goods are delivered at the risk of the recipient
To be valid, any complaint shall be submitted to our company in writing no later than 5
days of receipt of the goods.
Subject to any written provisions to the contrary, our invoices are payable within 30 days
of the invoice date.
Late-payment interest at the statutory interest rate shall be owed legally and without
prior notice of default over any sum that remains unpaid on the due date, as stipulate

in the law of 02 June 2002 to combat payment arrears in commercial transactions.
In case of non-payment on the due date, fixed damages at a rate of 10% of the invoice sum shall be owed legally and without prior notice of default with a minimum of 125 €.
Non-payment on the due date of a single invoice shall make the balance owed of all the
other outstanding invoices, even those not yet payable, immediately payable by law.
If the buyers fails to fulfil his obligations, the sale may legally and without prior notice of default be dissolved, without prejudice to our company rights to damages and interest. The contractual intention by means of a registered letter sent by our company shall
suffice for this.
If the seller’s confidence in the buyer’s creditworthiness in undermined as a result of
legal processes of execution and enforcement against the buyer and/or other demonstrable events that question the confidence in the proper execution of the obligations taken on by the buyer and/or render if impossible, the seller reserves the right to demand appropriate guarantees from the buyer, if the buyer refuses to accept this, the seller reserves the right to cancel the entire order or part thereof, even if all or part of the goods have already been dispatched.
Without prejudice to the buyer’s risk with regard to the goods, our company reserves the right to retain the title to the goods delivered until payment in full of the sales price. The seller shall keep any advances paid to compensate for any possible losses during a resale.
Our company trades exclusively in materials that for various reasons have been rejected and therefore do not meet normal quality standards imposed. Our company therefore does not accept any warranty obligation vis-à-vis the quality of the goods sold and delivered. As is customary in agreements relating to such so-called “second-choice goods”, when the goods leave the deport they are irrevocably purchased and accepted in the state in which they are in at that time, without prejudice to the provisions of point 14 below.
Buyer shall inspect the goods immediately on delivery for any deviations. Any complains shall be submitted in writing to our company within five working days of the delivery date. After this deadline, the goods delivered shall be deemed irrevocably and unconditionally accepted by the buyer. We reject complaints of worked material.

If the buyer’s complaint, taking into account the above, is founded, buyer has a choice of another delivery or – in as far as our company despite proper written notice of default fails imputably – dissolution in full or in part of the agreement. The buyer shall keep the defective goods at the disposal of our company.
Our company does not guarantee and shall never be deemed to guarantee or have guaranteed that the goods purchased are suitable for the purpose for which the buyer wishes to process them, incorporate them, use them or let them be used, in other words, it cannot be held liable for hidden defects, this whilst taking into account the provisions of article 13. Samples shall be provided for indication purposes only.
Neither our company, nor its employee(s), nor any third parties called by the seller can ever in any way whatsoever be held liable for any damage to the buyer or to any third parties with regard to any delivery obligation, the delivery of goods, the goods delivered themselves or their use, or any work or recommendations.
In any case, our company cannot be held liable for any damage ensuing from or relating to the execution of the sales agreement, unless that damage is the result of an intentional error made by our company. If our company were held liable, that liability would in any case be limited to the invoice sum. If the damage is covered by our company’s insurance company, our company’s liability is in any case limited to the sum effectively covered by the insurance company.
Any possible disputes relating to the sales agreement and these terms and conditions of sale in it shall be settled and resolved exclusively under Luxemburg law.
Any disputes arising from this sales agreement and/or the terms and conditions of sale in it shall be settled exclusively by the Commercial Court of Luxemburg.
However, both our company and the buyer nevertheless have the right until one of the parties has officially instituted legal proceedings (by means of serving a bailiff’s writ of summons), as stipulated in article 20, to have disputes resolved in accordance with the arbitration. Once a writ of summons is served in accordance with article 20, arbitration is ruled out and the Commercial Court of Luxemburg has sole competence.