GENERAL CONDITIONS OF SALE

  1. The present general conditions form an integral part of sales contract and are applicable to all other contracts concluded between the public limited company HEYLO- TUBES S.A. (referred to hereinafter as “the Vendor”) and the purchaser (referred to hereinafter as “the Client”).

  2. The Client, who by signing declares that he/she has read the present conditions and has accepted them specifically and unreservedly, renounces as of now the possibility of claiming the application of any conditions for purchases that may be indicated on any order forms, letters or any other documents issued by his company. In the event of any contradiction between the present conditions and any other clause contained in any other document, only those provisions included in the present conditions shall be binding on the parties.

  3. The offers made by the Vendor carry no obligation on its part. The sales contract is only formed after the Vendor has issued a written acceptance of the order. If the goods sold are produced in compliance with the purchaser’s specification, the Vendor is entitled to supply 10% more or less than the quantity ordered by the purchaser, in which case the price shall be adjusted on a pro-rata basis. The delivery periods indicated in the present conditions, except in the event of the Vendor providing a formal unconditional undertaking in writing, are merely indicative. Failure to respect the delivery period indicated for any reason whatsoever may not under any circumstances invoke the liability of the Vendor, which may not be considered as an obligation to produce a particular result (“obligation de résultat”). The Client renounces as of now any recourse against the Vendor in this respect for any reason whatsoever. The occurrence of any act of God or force majeure shall entitle the Vendor to terminate the contract without any formalities or notice being required.

  4. Payment deadlines are indicated on the corresponding invoices. The amount is payable at the Vendor’s domicile or place of business and invoices are to be settled according to the amounts and conditions of payment set out in the invoices , with no discount or rebate. The fact of drawing a draft or accepting other assets in payment does not lead to novation; the conditions of the contract shall therefore continue to be applicable. Any failure to pay by the agreed payment deadline shall automatically incur interest in favor of the Vendor at the statutory rate increased by 3% and shall automatically result in the payability of the balance due, without any previous formal notice to pay.

  5. The goods sold shall remain the property of the Vendor until full payment of the purchase price by the Client and may be claimed back by the Vendor in the event of bankruptcy on the part of the Client, in accordance with Article 567-1 of the (Luxembourg) Commercial Code.

  6. In the event of the Client also being one of the Vendor’s suppliers, no offsetting of balances will be accepted.

  7. Our general conditions for sales should be understood in accordance with the latest version of the Incoterms, indicated on our invoices.

  8. Any protest, exception or claim must be presented in writing, under penalty of definitive estoppel. No claim will be accepted by telephone. The contractual period for making claims is eight working days following receipt of the goods. The fact of making a claim for any reason whatsoever does not under any circumstance result in the suspension of the obligations incumbent on the Vendor. The purchaser undertakes to inspect the goods and their packaging on receipt of the same. Our guarantee is limited to the repair or replacement free of charge of the product if our liability is invoked and admitted by us. Any more extensive liability on our part is excluded.

  9. In the event of failure on the part of the Client to fulfil its obligations arising out of the present contract, the Vendor shall be authorized to pursue performance of the contract, otherwise to claim, in addition to the commercial losses suffered in terms of margins, conventional compensation stipulated by contract as being an amount equivalent to 30% of the value of the goods (including all taxes). This penalty clause shall cover the administrative and other costs suffered by the Vendor as a result of the failure on the part of the Client to perform its obligations.

  10. Should any single clause in the present agreement be null, this shall not affect the validity of the other clauses of the contract, which shall continue to stand in the absence of the cancelled provision.

  11. The present agreement is subject to the law of the Grand Duchy of Luxembourg; the courts of the Grand Duchy of Luxembourg shall have exclusive jurisdiction to deal with any disputes that may arise.

  12. The present contract represents the whole of the contractual conditions governing the relations between the parties concerned. Any amendment or addition to the present conditions must be made in writing. Any amendment to the contract must be specifically accepted by the Vendor. 

  13. In case of translation differences, the French language text shall in any event prevail.

Heylo-Tubes S.A.

2, rue Hansgoergerfeld
L-7635 Ernzen
Grand-Duché de Luxembourg