Terms and conditions of sale

Article 1: General provisions

1.1 These general terms and conditions are applicable to all orders placed by the Buyer with the LICA SARL company (hereinafter referred to as the “Company”), and to all the resulting contractual relations, including all provision of ancillary services.

1.2 The description and the specifics of the subject of the order are precisely detailed in the special conditions set forth in the contract, to which these general terms and conditions are annexed. In the event of inconsistency or contradiction between the special conditions and these general terms and conditions, the special conditions shall prevail.

1.3 Any order for products implies unreserved acceptance by the Buyer and full acceptance of these general terms and conditions of sale.

1.4 These general terms and conditions of sale expressly exclude all special general conditions of purchase/sale of the Buyer, in the absence of written acceptance by the Company. In this context, no exemption from these general terms and conditions shall be accepted without the express written consent of the Company.

1.5 Unless proven otherwise by any legal means, the Buyer expressly acknowledges having full knowledge of these general terms and conditions of sale, having received a copy no later than the issuance of the Company's first price offer.

1.6 If any of the stipulations of these general terms and conditions prove to be null with regard to a regulation in force or a court decision that has become final, it shall be deemed never to have existed, however without voiding the general conditions, nor alter the validity of the other provisions.

Article 2: Definitions

Buyer: any natural or legal person who purchases a product from the Company.

Product: any material or movable property offered for sale by the Company.

Article 3: Offers and conclusion of the order

3.1 Following the order placed by the Buyer, the Company shall send a price offer to the Buyer. The price offers are free of charge. Any offer from the Company is valid for 30 calendar days from the date of the offer. The Buyer must accept the price offer in writing. Should the Buyer fail to accept in the price offer made to them in writing within the 30-day period mentioned above, the offer shall be considered null and void.

3.2 Notwithstanding Article 4.1 below, any order shall be considered firm and irrevocable upon written acceptance of the price offer by the Buyer.

3.3 The Company may consider as its Buyer the person who submits the order to the Company, unless the latter has expressly indicated that they are acting on a mandate, in the name and on behalf of a third party, and provided that the name and address of this third party have been communicated to the Company at the same time.

3.4 Unless otherwise stipulated, all prices given by the Company exclude the value-added tax. The selling price is the price mentioned in the Company's price offer. This price shall include the value-added tax. This sale price is valid for the period of validity of the price offer issued by the Company; in the absence of firm and irrevocable acceptance of the price offer by the Buyer within this period, the Company is free to modify its selling price.

Article 4: Withdrawal, modification or cancellation of the order

4.1 The Buyer has the right to notify the Company, by registered letter with acknowledgment of receipt, of its withdrawal without penalty and without offering any reason, within seven (7) working days from the day after the day on which the contract is concluded, namely the date of the written acceptance of the price offer issued by the Company.

4.2 Within a period of less than or equal to fifteen (15) days after receipt of the withdrawal letter by the Company, in accordance with article 4.1, the Buyer shall receive a refund by transfer of the amount equivalent to the deposit paid by the Buyer.

4.3 Any modification made to the order by the Buyer after acceptance of the price offer issued by the Company entails a new price request; consequently, the Company shall only be required to take these changes into account after having expressly accepted them in writing, where applicable, after having informed the Buyer in writing of the additional delays/costs resulting from this change request. In the absence of an agreement between the parties on the new terms of the order, the Company shall only be bound by the initial order.

4.4 Cancellation by the Buyer of a firm irrevocable order, and beyond the withdrawal period provided for in article 4.1, whether or not being carried out by the Company, shall automatically result in the application of a compensation fixed at a flat rate of 30% of the total amount of the order, excluding value-added tax.

Article 5: Payment

All orders are paid for in cash or as follows:
5.1 Fifty percent (50%) of the total order price must be paid within eight (8) business days of the acceptance of the offer;

5.2 The balance, for the goods, must be paid before delivery;

5.3 Payment of the deposit can be made by bank transfer. When ordering, this method of payment will be clearly indicated on the sales contract.

5.4 All amounts/prices given by the Company are value-added tax exclusive.

5.5 Orders are deemed to have been placed at the Company's head office and the related invoices are payable at the same place, net of any costs whatsoever and without discount, unless otherwise indicated and expressly mentioned on the order form and confirmed on the invoice.

5.6 Invoices must be fully paid no later than eight (8) working days from the date of the invoice, in the currency in which the invoice is denominated, unless expressly agreed to the contrary in writing.

5.7 In the event of non-payment of the amount of the invoice by the due date this shall, automatically and without prior notice, bear interest on late payment, calculated at the legal rate until the date of actual payment.

Article 6: Order fulfilment

6.1 Unless otherwise agreed, the Company may, under its sole responsibility, subcontract all or part of the fulfilment of the order to a third party without the prior written consent of the Buyer.

6.2 The Company can only be held liable for damages that are a direct and demonstrable consequence of a breach attributable to it. Notwithstanding those specified above but except in cases of fraud or theft, the Company's liability shall be strictly limited to an amount corresponding to the total price of the order, this price excluding the value-added tax.

Article 7: Deadline, time and place of delivery

7.1 Unless otherwise agreed in advance and in writing, the fulfilment times mentioned in the price offers are given only as an indication and do not imply a performance obligation on the part of the Company. The Company is required to inform the Buyer that delivery is not possible on the days and times initially agreed, as soon as it becomes clear to them.

7.2 Delivery time overruns may not give rise to damages, withholding or cancellation of pending orders.

7.3 However, if the Product is not delivered for any reason other than a case of force majeure sixty (60) working days after the deadline required for said delivery to be made through a formal notice sent to the Company by the Buyer and remained unsuccessful, then the Buyer is entitled to unilaterally cancel his order. This decision must be notified by registered mail with acknowledgment of receipt to the Company. The Buyer may obtain a refund of his deposit. Under no circumstances can the Buyer assert any right to compensation or damages.

7.4 Delivery is deemed to have taken place on the date of delivery of the Product to the address indicated on the order by the Buyer.

7.5 Whatever the terms of delivery and notwithstanding the retention of title clause, the transfer of risk on the Product to the Buyer shall take place upon delivery, in accordance with these provisions.

Article 8: Delivery and Reception

8.1 The Buyer must specify in their order where they wish to have the goods delivered. They can either have it delivered to an address of their choice, excluding a PO box, or come and collect it at their own expense at the Company's premises. In the event that they choose to collect this merchandise personally, they shall be charged no transport costs. If, on the other hand, they choose to have them delivered to another address that they designate, they will have to cover transport costs, which shall be specified on the order confirmation. In the event of absence during delivery, the Buyer shall be required to make an appointment with the carrier and the goods shall only be delivered to them only through a cash on delivery payment of the additional delivery costs incurred. The Buyer must appoint an authorised agent for the performance of this agreement, who may validly acknowledge, on their behalf, receipt of the goods and represent them for any act relating to the performance of the contract.

8.2 Delivery is made to the address indicated by the Buyer. Upon delivery, the risk of loss or possible deterioration of the Product is the responsibility of the Buyer, who must insure the Product against theft, deterioration or destruction and, where applicable, take out site insurance at their expense.
8.3 Upon receipt of the Product, the Buyer undertakes to verify, by all appropriate means, the conformity of the Product ordered with the Product delivered.

8.4 The Buyer shall sign a "goods receipt slip", as soon as the Product is delivered.

8.5 In the event of damage or missing items, the Buyer must write precise and reasoned concerns on the receipt, and must address their complaints to the Company, in accordance with article 12 below.

Article 9: Retention of title

9.1 Ownership of the Product shall not be transferred to the Buyer until the Buyer has made full payment of the full price and ancillary costs thereof.

9.2 The Buyer undertakes personally, with regard to the company, not to dispose of the Product purchased before full payment of the price, by any means whatsoever, neither in full ownership nor by pledging.

9.3 In the event that the Buyer objects to the return of the unpaid Product, a simple registered letter will constitute termination of the contract and authorization to take back the Product.

9.4 The deposits paid shall remain acquired as damages.

Article 10: Guarantees

10.1 All products sold benefit from the legal guarantee of conformity, the legal guarantee against latent defects, the manufacturers' contractual guarantee, the scope and duration of which differ depending on the product.

10.2 The Buyer benefits from the same guarantees as those granted by the manufacturer or the initial seller of the Product, as specified in the annex relating to the characteristics of the Product.

10.3 The Company's liability is systematically limited to the value of the product in question, namely the value at the date of sale.

10.4 The Company declares that it is insured for its professional liability. The guarantee consists of the on-site or workshop repair of defects found and covers only defects of conformity and hidden defects, thus excluding any immaterial damage.

10.5 The Buyer forfeits their guarantee claim as soon as they entrust the repair of a Product delivered by the Company to a third party, or if they attempt to repair it personally: likewise, if the goods have been transformed, modified, personalized, opened by an unauthorized person, the right to the guarantee shall also be refused.

10.6 It also does not apply to the repair of damage resulting from a cause external to the device, from improper transport or storage, use, installation that does not comply with the manufacturer's specifications or prescriptions, use that is harmful to the good conservation of the device, commercial or collective use, use of unsuitable peripherals or accessories.

Article 11: Exclusion of liability

11.1 The company is not liable for:

• damage resulting from a cause external to its intervention;
• trouble due to frost, floods, fires and other exceptional conditions;
• damage due to abnormal use of the Product, or use under conditions other than those for which it was built;
• trouble or deterioration resulting from negligence, a lack of supervision or maintenance or resulting from a transformation of the Product:
• damage due to non-compliance with the recommendations given in the user manual:
• any damage due to the modification appeared following the intervention of a third party.

11.2 The company is not liable for the responsibility of the Buyer.

11.3 The Buyer is required to take out insurance covering the specific risks associated with the Product.

Article 12: Complaints and disputes

12.1 Complaints relating to the invoice shall only be admissible upon notification, by registered letter with acknowledgment of receipt, addressed to the Company's registered office, within eight calendar days of sending the invoice, the postmark being taken as proof. After this period, the Buyer shall be deemed to have accepted the invoice, thereby rendering any late dispute inadmissible.

12.2 Complaints relating to the Product shall only be admissible upon notification, by registered letter with acknowledgment of receipt, addressed to the Company's registered office, within ten calendar days of delivery.

12.3 Complaints should be sent to: 34 Rue d‘Assel L-5443 ROLLING.

12.4 The formulation of a complaint does not release the Buyer from their payment obligation.

12.5 It is the Buyer's responsibility to provide all the justifications that their complaint is well-founded.


12.6 If the complaint is founded, the Company will repair or replace the delivered Product within a reasonable period of time without the possibility of being required to pay any compensation.

12.7 If the Company cannot reasonably meet the repair requirements, it will grant a reduction in the price of the order, without further compensation to the Buyer.

12.8 The Buyer will forfeit their right to complain if they have made or allowed a third party to make changes to the delivered Product, within the period within which they are allowed to make a complaint.

Article 13: Processing of personal data

The provision of personal information collected for the purposes of distance selling is mandatory, this information being essential for processing, delivery of orders and preparation of invoices. The lack of information shall result in the non-validation of the order.

In accordance with the amended law of 2 August 2002 relating to the protection of individuals with regard to the processing of personal data, the Buyer has the right to access, modify, rectify and delete data concerning them, which they can exercise with the Company.

The Company undertakes to respect the privacy of the Buyer, in accordance with the amended law of 2 August 2002 on the protection of individuals with regard to the processing of personal data and other Luxembourg law provisions in this regard.

Article 14: Force Majeure

14.1 Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, insofar as their occurrence renders the fulfilment of obligations totally impossible, are considered force majeure or fortuitous events. In particular, the following are assimilated to cases of force majeure or fortuitous events releasing the Company from its obligation to deliver within the initially scheduled timeframes: strikes by all or part of the Company's staff or its usual carriers, fire, flooding, war, cessation of production due to fortuitous breakdowns, the impossibility of being supplied with raw material, epidemics, weight limit during thaw conditions, roadblocks, strikes or disruption of electricity or gas supplies, or disruption of supply for a cause not attributable to the Company, as well as any other cause of supply disruption attributable to the Company's suppliers.

14.2 In such circumstances, the Company shall notify the Buyer in writing, in particular by fax or electronic mail, within 24 (twenty-four) hours of the date of the occurrence of the events, the contract between the Company and the Buyer then being automatically suspended without compensation, from the date of the occurrence of the event.

14.3 If the event were to last more than 30 (thirty) days from the date of its occurrence, the sales contract concluded between the Company and the Buyer may be terminated by the most diligent party, without any of the parties being allowed to claim damages.

14.4 This termination will take effect on the date of the first presentation of the registered letter with acknowledgment of receipt repudiating the said contract.

Article 15: Waiver

LThe fact that the Company does not avail itself of any of the provision hereof at a given time cannot be considered as a waiver of subsequently invoking these provisions.

Article 16: Attribution of jurisdiction

16.1 The Company’s address for service is at its registered office.

16.2 Any dispute regarding the application of these general terms and conditions of sale and their interpretation, execution and sales contracts concluded by the Company, or the payment of the price, shall be brought before the Courts of Luxembourg City, regardless of the place of the order, delivery, and the payment and the method of payment, and even in the event of a guarantee claim or multiple defendants.

16.3 Bills of exchange shall not trigger novation or derogation from this jurisdiction attribution clause.

16.4 The attribution of jurisdiction is general and applies whether it is a substantive claim, an ancillary claim, substantive action, or interlocutory proceedings.

16.5 In addition, in the event of legal action or any other action for the recovery of debts of the Company, the costs of summons, court, as well as attorney and bailiff fees, and all ancillary costs shall be payable by the culpable Buyer, as well as costs related to or arising from the failure by the Buyer to comply with the terms of payment or delivery of the order in question.

Article 17: Applicable law

Any question relating to these general terms and conditions of sale, as well as to the sales they govern, which would not be dealt with by these contractual provisions, shall be governed by Luxembourg law, to the exclusion of any other law and in a suppletive manner, by the Vienna Convention for the International Sale of Goods.

Article 18: Identification

LICA Sàrl is a limited liability company incorporated under Luxembourg law, with its registered office at 34 Rue d‘Assel L-5443 ROLLING, registered with the Luxembourg Trade and Companies Register, under number B 244929.

Its phone number is: (+352) 26 66 02 08
Its website is: www.lica-technology.com
Further information can be obtained by sending an email to the address: contact@lica-technology.com
The inter-community VAT number is: LU-32247629