These conditions apply to all products and services sold by F3C Systems and supplement the specific conditions of sale mentioned in F3C Systems offers. They are applicable in their entirety to any contract concluded between F3C Systems and its Customers in the Grand Duchy of Luxembourg or abroad, regardless of the place of delivery or service. By signing the quotation, the Customer has accepted these general terms and conditions and no derogation from these general terms and conditions may be accepted without the express prior agreement of F3C Systems. Any condition unilaterally imposed by the purchaser contrary to these general terms and conditions, in its general terms and conditions of purchase or in any other document, will be unenforceable against F3C Systems, regardless of the time at which it may have been brought to its attention.
1. ORDERS AND EXECUTION
Any order placed with F3C Systems is firm and definitive for the Customer upon receipt by F3C Systems of an order form or any other medium indicating an order. The unavailability of a product due to a stock shortage or the delay of a service shall not lead to the cancellation of the overall order and shall not entitle the Customer to any compensation from F3C Systems. Deliveries and services shall be deemed to have been accepted and validly performed if the Customer does not contest them within five working days of the delivery or service.
2. PRICES, TERMS OF PAYMENT, DISPUTES
Products and services are invoiced at the price fixed on the basis of the F3C Systems price list in force at the time the order is received or on the basis of the conditions mentioned in the offer. Prices do not include VAT or any other taxes, which will be invoiced in addition. Invoices are drawn up in euros and are payable within thirty (30) days of the invoice date. In the event of non-payment on the due date, F3C Systems may demand immediate payment of all outstanding invoices. In addition, late payment interest at the rate of one and a half times the legal interest rate will be applied eight (8) days after formal notice has been served without result. In the event of non-payment within the aforementioned period, F3C Systems may claim from the Customer, without prejudice to any procedural compensation, even higher, which may be awarded by a court on the basis of Article 240 of the New Luxembourg Code of Civil Procedure, compensation set at a flat rate of EUR 1,500 for all collection costs not included in the costs incurred as a result of late payment. Late payment may also give rise to the suspension of orders and the return of goods as mentioned in article 7 (retention of title clause). In the event of an invoice dispute, the purchaser must inform F3C Systems in writing within fifteen (15) days of the invoice date.
3. DELIVERY AND TRANSFER OF LIABILITY
The delivery, service or intervention times indicated by F3C Systems are always indicative times based on a forecast average time. No compensation may be granted to the Customer if these deadlines are not respected, and no order may be cancelled without the express agreement of F3C Systems. In the event of one or more products ordered being out of stock, F3C Systems may proceed with partial delivery of available products. On delivery, the products are placed under the responsibility of the Customer, who then bears all risks of loss or damage and takes out the necessary cover. On delivery, the products are placed under the responsibility of the Customer, who then bears all risks of loss or damage and takes out the necessary cover.
4. EQUIPMENT WARRANTY
F3C Systems points out that, in its capacity as a reseller, it is the intermediary between the manufacturer/publisher and the purchaser, and that consequently the products sold by F3C Systems are guaranteed under the conditions determined by the manufacturer and communicated to any Customer who so requests. In order to benefit from this guarantee, the Customer must immediately notify the F3C Systems support department, by any written means, of any problems he/she observes.
a) Equipment warranty
F3C Systems’ obligation is limited exclusively to the replacement and/or repair of defective parts of the equipment sold and to the labour required to replace and/or repair the defective parts.
The warranty expressly excludes all other services such as, but not limited to, hardware reconfiguration, configuration, reinstallation of software (including operating systems), reinstallation of applications and/or drivers, integration, updates, data transfers, travel expenses, etc… These services will be invoiced in accordance with the F3C Systems hourly rate in force on the day they are carried out.
Repaired or replaced parts will be guaranteed for the remaining period of the original guarantee.
F3C Systems is not obliged to lend replacement equipment for the time required to repair or replace defective equipment under warranty.
b) Software warranty – updates
F3C Systems makes no warranties, express or implied, regarding the software, its quality, merchantability or fitness for a particular purpose. F3C Systems does not warrant that the operation of the software will be uninterrupted or error-free. The sole obligation of F3C Systems in respect of defects in software shall be limited, at its option, to replacement of the defective software or refund of the purchase price in lieu of replacement.
F3C Systems offers no guarantee in the event of incompatibility or failure occurring after a software update, whether made at the express request of the Customer or as part of a maintenance contract and whether carried out by F3C Systems, by the Customer or automatically. All services required to restore the Customer’s system, such as but not limited to: hardware reconfiguration, configuration, software reinstallation (including operating systems), reinstallation of applications and/or drivers, integration, updates, data transfers, travel expenses, will be invoiced in accordance with F3C Systems’ hourly rate in force on the day they are carried out.
5. DISCLAIMER AND LIMITATION OF LIABILITY.
The obligations of F3C Systems are only obligations of means.
F3C Systems shall not be liable to pay any compensation for indirect or consequential damage such as loss of production, operating loss, loss of opportunity, loss of data, financial or commercial loss or other loss which is the direct or indirect consequence of damage suffered as a result of the installation, use or failure of the goods delivered, F3C Systems shall not be liable for damage caused by late delivery, damage or failure to back up, damage caused by non-compliance with the Customer’s requirements or damage caused by any cause beyond the control of F3C Systems.
It is the Customer’s responsibility to make regular back-ups of their operating systems, applications and data – and in any event before any technical intervention.
Any compensation paid to the Customer shall not exceed the price excluding VAT of the damaged product delivered or of the equipment directly damaged by the services provided. Any action or claim of any nature whatsoever which may be brought against F3C Systems shall be time-barred after a period of one year.
6. OBLIGATIONS OF THE CUSTOMER
The Customer shall be under an obligation to F3C Systems to cooperate to enable the effective supply of products and services. In particular, it will communicate to F3C Systems, under its own responsibility, all documents, licences, authorisations and information indicated by F3C Systems as necessary for the performance of its mission. It will put F3C Systems in contact with all the people in the company concerned by the subject of its mission and will designate a single contact person for coordination. It will provide F3C Systems with all the equipment necessary to carry out its mission (office, PC, connections, access to installations, electrical power, etc.) and will implement all the means it deems useful to ensure the backup of its own data.
It is the Customer’s responsibility to ensure compliance with copyright and the lawful use of the software they choose to install or have installed on their systems by F3C Systems. Under no circumstances may F3C Systems be held responsible for the unauthorised use of software by the Customer. The Customer undertakes to compensate F3C Systems for any loss resulting from unauthorised use of the software by the Customer.
7. RETENTION OF TITLE
F3C Systems retains ownership of the products sold until full payment has been received. The risks associated with the products sold automatically pass to the Customer at the time of delivery, regardless of the date of transfer of ownership. Failing full payment of the price of the products in principal and interest, F3C Systems may, at any time, repossess the products from the Customer. F3C Systems may also take back unpaid goods from sub-purchasers or demand direct payment from them. Until the price has been paid in full, the Customer may not pledge the products, exchange them or transfer ownership of them by way of guarantee.
The Client is aware that F3C Systems may have access to confidential information in the context of the assignments entrusted to it and accepts this. The parties will take all reasonable steps to respect the strict confidentiality of the information to which they have access and will not disclose it to any third party without prior consent.
9. JURISDICTION AND APPLICABLE LAW
Sales contracts with Customers are subject to Luxembourg law. In the absence of an amicable agreement, any dispute relating to this will fall within the exclusive jurisdiction of the Courts of Luxembourg.