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GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

1. Definitions

  • Client: Any natural or legal person maintaining a Business Relationship with Axendix S.à r.l.
  • Contractual Documents: The quotation, the purchase order, the pricing conditions, the service description, and the contract.
  • Business Hours: The Company’s business hours are from 8:30 a.m. to 5:30 p.m.
  • Business Days: The Company’s business days are Monday to Friday, excluding public holidays in the Grand Duchy of Luxembourg.
  • Party (Parties): Axendix S.à r.l. and/or the Client.
  • Product: Any tangible or intangible item sold, rented, or made available, including any hardware, physical device, equipment, infrastructure installation, or system/network component made available to the Client by Axendix S.à r.l. under a purchase order, contract, or agreement.
  • Business Relationship: Any order, contract, or agreement concluded between the Parties.
  • Service: Any service offered by Axendix S.à r.l., as indicated in the Contractual Documents.
  • Company: Axendix S.à r.l., with its registered office at 38, Parc d’activité Capellen, L-8308 Capellen, LUXEMBOURG, registered with the Luxembourg Trade and Companies Register under number B292419.

2. Object and Scope

These General Terms and Conditions of Sale and Service Provision (“T&Cs”) form an integral part of the Contractual Documents and define the rights and obligations of the Parties for any Business Relationship between the Company and its Clients, in the Grand Duchy of Luxembourg or abroad, regardless of the place of delivery or service provision. Where applicable, they are supplemented by specific conditions that prevail in the event of any legal dispute concerning these T&Cs.

3. Acceptance and Modifications

The Client acknowledges having read these T&Cs before entering into a Business Relationship with the Company. The Client expressly agrees that the signature or execution of any document referring to these T&Cs constitutes acceptance of them.

The Client also acknowledges that the implementation and use of any Product or Service implies acceptance of these T&Cs.

No deviation shall be permitted without the express prior agreement of the Company. Any contradictory condition unilaterally imposed by the Client, whether in its general purchasing conditions or in any other document, shall be unenforceable against the Company, regardless of when the Company became aware of it.

The Company reserves the right to modify these T&Cs. Subject to Article 6, the amended T&Cs shall be deemed accepted by the Client once the Company has provided them in advance, and the Client has not contested them within fifteen (15) days following their notification.

4. Quotations, Orders, and Execution

Unless otherwise stated in the quotation, any quotation provided by the Company is valid for fifteen (15) days from its date of issue. During this period, it may be revised in the event of an increase in the cost of raw materials, a rise in supplier prices, currency exchange rate fluctuations, changes to the initial project, or any other circumstance beyond the Company’s control.

Any order placed with the Company is firm and binds the Client as soon as the Company receives a confirmed quotation (acting as a purchase order), a purchase order, or any other document equivalent to an order (for example, an email).

Except for products related to a specific project or order (for example, BTO PCs, licenses, customized or non-standard products, third-party resale sites), the withdrawal and return period is fourteen (14) days from the date of the order, without financial penalty, except for any costs related to the return. Any equipment or software whose packaging has been opened will in no event be taken back.

It is expressly recognized that the approval of the quotation or any other document referring to an order by any member of the Client’s staff constitutes the express and full acceptance of all the Contractual Documents.

The Client acknowledges having made its commercial decision (any decision relating to the order, purchase, or rental of Products and Services from the Company) with full knowledge of the facts, after having been duly informed by the Company of the advantages and limitations of the delivered Products and Services.

The Company shall make reasonable efforts to execute the order by the agreed delivery date. The fact that a Product is unavailable due to a stock shortage, or that there is a delay in the provision of a Service, shall not lead to cancellation of the overall order or entitle the Client to any compensation from the Company.

5. Delivery and Transfer of Responsibility

Physical delivery of goods takes place on the Company’s premises, either by handover to the Client or to the carrier. For intangible goods (licenses, etc.), delivery may be made electronically. Unless expressly stated otherwise, transport and travel costs are not included and will be invoiced at the prevailing rates.

Once delivered, the Products are under the Client’s responsibility, who then assumes any risk of loss, theft, or damage. In the event of loss or damage related to transport, it is the Client’s responsibility to seek recourse against the carrier.

If the Client fails to take delivery of the Product in a timely manner, the Company is entitled to immediately invoice the cost of the Products, as well as any other expenses arising from the refusal to take delivery.

The delivery, service, or intervention deadlines indicated by the Company are always provided for information purposes only, based on an average estimated timeframe. No compensation will be granted to the Client if these deadlines are not met, and no order may be canceled without the express agreement of the Company.

If one or more of the ordered Products are out of stock, the Company may deliver and invoice the available Products. Deliveries and Services will be deemed accepted and validly executed unless disputed by the Client within five (5) business days.

6. Prices, Invoicing, and Payment Terms

6.1. Price Adjustments and Legal Indexation

In the event of a change—after the order or after the date of signature of the contract—in the rates of suppliers, manufacturers, or publishers, in currency exchange rates, or in applicable taxes, the Company reserves the right to adjust the sale price accordingly.

Hourly rates, amounts provided for in contracts, and various fees will automatically be indexed based on the legal indexation scale in force in the Grand Duchy of Luxembourg. For technical invoicing reasons, certain prices may be rounded up to the nearest euro, without exceeding the nearest euro.

Third-party license subscriptions (such as Microsoft, etc.) are subject exclusively to the publisher’s pricing policy. The Company acts only as a reseller and has no control over the prices set by the publisher. Accordingly, any tariff change by the publisher will be passed on to the Client.

6.2. Services Outside Business Hours

The Company’s business hours are Monday to Friday, 8:30 a.m. to 5:30 p.m. (excluding public holidays in the Grand Duchy of Luxembourg). Any service hour provided outside these hours is subject to the following surcharges:

  • Monday to Thursday, between 5:30 p.m. and 10:00 p.m.: +40%
  • Monday to Thursday, between 10:00 p.m. and 8:30 a.m.: +100%
  • From Friday 5:30 p.m. to Monday 8:30 a.m.: +100%
  • Public holidays: +200%

6.3. Invoicing

Invoices are issued in euros, exclusive of VAT and all other taxes, which are charged in addition. Invoices that are not disputed within five (5) business days of receipt are considered accepted.

6.4. Payment Deadlines – General Payment Terms

Unless otherwise specified below or in any special conditions, invoices are payable within thirty (30) days from their invoice date.

Any delay in payment may result in the immediate payment of all outstanding invoices, even those not yet due.

6.5. Late Payment Penalties

f payment has not been made forty-five (45) days after the invoice due date, the Company will send a formal notice by registered letter, requiring payment within eight (8) days. Late payment interest at a rate of one and a half (1.5) times the legal interest rate will apply eight (8) days after the formal notice remains unheeded. In the event of non-payment, the Company may claim compensation set at 15% of the principal due, with a minimum of EUR 1,200.00.

6.6. Orders Placed by a Non-Referenced Client

For any order placed by a non-referenced Client, a deposit equal to 30% of the order amount is payable when the order is placed. The balance is payable before delivery. Delivery or execution will only be carried out after receipt of the remaining balance.

6.7. Orders Placed by a Referenced Client

General condition: For any order placed by a referenced Client, a deposit equal to 30% of the order amount is payable at the time the order is placed by the Client. Invoices are then payable within fifteen (15) days of their invoice date, unless otherwise specified in the contract.

7. Retention of Title

The Company retains title to the Products sold until full and effective payment of the price. The risks associated with the Products sold are transferred to the Client upon their handover to the Client or to the carrier, regardless of the date of the transfer of title.

In the event of non-payment of the total price of the Products (principal and interest), the Company reserves the right, without prior formalities, even judicial, to repossess the Products from the Client. The Client may not pledge the Products or exchange or resell them before full payment.

8. Assignment

Without prejudice to the right of the Company to subcontract all or part of its services to a third party, neither Party may assign, sublicense, or otherwise reassign any of its rights arising from an order, agreement, or contract without the prior written consent of the other Party. Such consent may not be unreasonably withheld or delayed. However, nothing shall prevent or limit the right of the Company to assign, sublicense, reassign, or sell in any way any of its rights or obligations to its subsidiaries or sister companies.

9. Client Obligations

The Client must cooperate with the Company to ensure effective provision of the products and services. In particular, the Client must provide the Company, at its own responsibility, with all documents, licenses, authorizations, and information that the Company deems necessary for the performance of its mission. The Client shall put the Company in contact with all persons involved in the subject matter of its mission and designate a single point of contact for coordination. The Client shall provide the Company with all necessary material means (office, PC, connections, access to facilities, power supply, etc.) and take all necessary measures to back up its own data.

The Client is responsible for complying with intellectual property rights and the legal conformity of the designs, products, and software it chooses to install or have installed on its systems by the Company. The Client agrees not to reproduce or copy them, in any form whatsoever, nor to communicate them to third parties without the express authorization of their owners. Under no circumstances may the Company be held liable for unauthorized use of software by the Client. The Client agrees to indemnify the Company for any damages resulting from the unauthorized use of designs, products, and software by the Client.

Under a rental agreement, the Client undertakes to use the rented equipment responsibly and in an environment that complies with the specifications. Only the Company is authorized to carry out maintenance and any repairs. The related costs are borne by the Client, without entitling it to a reduction in the rental cost or to termination of the contract. The Client agrees to insure the rented equipment at its own expense for the entire duration of the rental contract. It shall return the equipment at its expense and under its responsibility, in its original packaging and in good working order, subject to normal wear and tear from use by technically competent operators.

In the event of non-return of the equipment, for any reason whatsoever, the Client shall reimburse the Company in an amount equivalent to its value, plus a lump sum corresponding to three (3) months of rent. The Company retains ownership of the rented equipment (hardware and software) throughout the duration of the rental contract. The Client may never pledge the rented equipment, exchange it, or transfer its ownership.

10. Non-Solicitation

For the entire duration of the Business Relationship and for a period of twenty-four (24) months following its expiration, the Client undertakes to:

  • Not solicit, directly or indirectly, any employee of the Company (even at the initiative of said employee) for the purpose of offering them a job, regardless of their status (employee or otherwise), whether or not they are involved in the Business Relationship.
  • Not collaborate with a third-party company with a view to soliciting the Company’s employees in order to offer them a job.
  • Not accept the services of the employee from a third-party company.

This clause applies in the territory of the Grand Duchy of Luxembourg as well as in Belgium and France. In the event of a breach of this obligation, the Client agrees to pay the Company a lump-sum indemnity, immediately payable, equal to twelve (12) times the last gross monthly salary paid by the Company to the said employee for a full-time month’s work.

11. Complaints Handling

The Client may contact a member of the Company’s staff—preferably the department concerned with the complaint—or its account manager at the Company by calling +352 26 00 15. Alternatively, the Client may submit a complaint using the contact form available on the website www.axendix.com, or by mail to the Company’s registered office. In all cases, the Client must provide all relevant contact details (company name, contact person, address, email, telephone number), as well as all available information (administrative, financial, commercial, technical complaint, etc.) and a detailed description of the issue with references if available.

12. Warranty

The Company expressly states that, in its capacity as a reseller, it is merely an intermediary between the manufacturer/publisher and the Client, and that the products sold by the Company therefore benefit from the warranty under the conditions set by the manufacturer/publisher. The manufacturer/publisher’s warranty obligations are valid only in the territory of the Grand Duchy of Luxembourg. If the equipment is exported outside the Grand Duchy of Luxembourg, it is the Client’s responsibility to ensure that the manufacturer/publisher’s warranty is valid in the destination country.

In the event of a problem, the Client may invoke the manufacturer/publisher’s warranty either directly or through the Company. If the Client chooses to go through the Company, all costs associated with the Company’s involvement in enforcing the manufacturer/publisher’s warranty will be invoiced in addition. Any request to enforce the manufacturer/publisher’s warranty does not justify suspending payment of any amounts due, nor the cancellation of a sale or termination of a contract. This warranty excludes, in all cases, any loss of data.

12.1. Manufacturer’s Warranty on Sold or Rented Equipment

Whether the equipment has been sold or rented, the Company offers no express or implied warranty as to its quality, marketability, or suitability for a particular purpose. The manufacturer’s warranty does not cover the equipment sold or rented if it has not been used or maintained responsibly by the Client, and/or if it has been modified, transformed, repaired, or disassembled, even partially, by anyone not authorized by the Company.

Under this manufacturer’s warranty, the Company’s warranty obligation is strictly limited to replacing and/or repairing defective parts of the equipment sold or rented by the Company, as well as the labor required to replace and/or repair said defective parts.

12.2. Software Publisher’s Warranty – Updates

Whether the software has been sold or rented, the Company offers no express or implied warranty as to its quality, marketability, or suitability for a particular purpose. The Company does not guarantee uninterrupted operation or that the software will be free of defects. The Company provides no warranty in the event of incompatibility or malfunction following a software update.

Specifically excluded from the publisher’s warranty, in addition to shipping and travel costs, are all other services such as equipment reconfiguration, setup, software reinstallation (including operating systems), reinstallation of applications and/or drivers, integration, updates, and data transfers. These services will be billed at the Company’s hourly rate in effect on the date they are performed.

13. Subcontracting

Without prejudice to Article 18.2, the Client acknowledges and agrees that certain solutions and services may only be provided through a combination of the Company’s services and those of providers or subcontractors, such as cabling contractors, telecommunications and internet access providers, data centers, and IT service providers.

The Company reserves the right to subcontract all or part of its services to one or more third parties and to change subcontractors at any time, provided that the services are at least equivalent and have no impact on the Client. The Company may work with other subcontractors as needed. The service provided by any new subcontractor shall be of a quality at least equivalent to that of the previous one.

14. Limitation of Liability

Unless otherwise expressly stated, the Company’s obligations are best-efforts obligations. The Client independently chooses the equipment, applications, services, and resources it needs based on the objectives it wishes to achieve. The Client is responsible for the operation of the IT applications it uses, as well as for its IT security policy, assessment methods, audits, and business continuity plan that it wishes to implement or may be required to provide to the competent authorities.

The Client is responsible for the results obtained when using the equipment, applications, services, and resources, and for the decisions it makes regarding whether or not to follow the recommendations relating to the procedures and operations specific to its business.

The Company shall not pay any compensation for any indirect or non-material damage such as loss of production, turnover, opportunity, data, or any financial, commercial, or other harm that may result directly or indirectly from damage occurring following the installation, use, or malfunction of delivered goods.

The Company cannot be held liable for damages resulting from a delivery issue, damage to goods, backup failure, non-installation of an update, damage related to technical non-compliance, incompatibility between equipment, a vulnerability related to the telecommunications line, a firewall breach, equipment obsolescence, or any damage due to a cause beyond the Company’s control or force majeure.

The Client remains solely responsible for regularly backing up its operating systems, applications, and data and must perform such backup before any technical intervention. Any action or claim of any kind against the Company shall be time-barred after thirty (30) calendar days.

15. Intellectual Property Rights

The Client is authorized by the Company to use the contracted services for the entire duration of the contract and under the conditions agreed. This authorization is personal, non-transferable, and strictly limited to the Client’s own use. This contract does not constitute a transfer to the Client of any intellectual property rights held by the Company or its employees.

For the purposes of performing this contract, the Client’s intellectual property rights will be made available to the Company during the use of the services. The Client grants the Company and its employees a non-exclusive, non-transferable, and free right to use, process, and store the information covered by these intellectual property rights for the entire duration of the contract, plus the time required to return the data to the Client, carry out any data migration operations requested by the Client, or exercise the right of retention.

16. Force Majeure

Force majeure arises from an event that is unforeseeable, unavoidable, and entirely beyond the control of the Party invoking it, making it impossible, whether temporarily or permanently, to fulfill one or more obligations related to the Business Relationship.

The Parties agree that force majeure includes, in particular, adverse weather conditions, attacks, acts or omissions by a public authority (including any change in regulations applicable to the performance of the services), civil unrest, rebellions, insurrections, riots, wars, acts of sabotage, theft, vandalism, explosions, fires, floods, and other natural disasters, non-performance by an operator or a third party, and acts of third parties.

The Party wishing to invoke force majeure must immediately notify the other Party in writing, explaining in detail the reasons and effects of the force majeure on the performance of its obligations, as well as the likely duration of the inability to perform.

Neither Party shall be liable for any loss, damage, delay, non-performance, or partial performance of one or more obligations caused directly or indirectly by a case of force majeure. The obligations of the Party invoking force majeure shall be suspended, without incurring liability. If the impediment continues for fifteen (15) calendar days, the Parties shall confer to negotiate in good faith an alternative solution.

17. Termination – Suspension

17.1. Notice Period

The Client may terminate the Business Relationship by giving six (6) months’ notice before the expiration date, by registered letter with acknowledgment of receipt. The notice period begins on the first (1st) day of the month following the notification of termination. In the absence of termination in the manner and time limits specified above, the Business Relationship will be automatically renewed from year to year.

17.2. REarly Termination

Before or after the start of performance of the Business Relationship, it may be terminated by the Client before its expiration date, without justification, subject to payment to the Company of compensation equal to the total amount the Client would have had to pay if the Business Relationship had been carried out until its term.

17.3. Termination in the Event of Insolvency/Liquidation

Each Party may terminate the Business Relationship with immediate effect if the other Party is declared insolvent or is undergoing liquidation.

17.4. Suspension

The Company may unilaterally suspend the performance of any Business Relationship in the following cases:

  • The Client fails to fulfill its obligations.
  • The Client defaults on payment and/or is late in payment.
  • The Client is involved in fraud or attempted fraud against the Company.

17.5. Effects of Suspension and Termination

In the event of suspension or termination, all amounts still owed by the Client become immediately due. The Client is required to pay all costs corresponding to the services, equipment, and/or software provided.

18. Personal Data Protection

In the context of the Business Relationship, the Company acts as a processor within the meaning of the General Data Protection Regulation (GDPR), and the Client acts as the controller. Both parties undertake to comply with the applicable data protection legislation, including Regulation (EU) 2016/679.

18.1. Description of the Processing

The following personal data may be processed as part of the Business Relationship: names, email addresses, postal addresses, telephone numbers, IP addresses, and logs. This data may concern the Client’s employees, customers, or suppliers. The Company processes personal data solely for the performance of the agreed services.

18.2. Company’s Obligations

The Company shall:

  • Ensure the confidentiality and security of personal data.
  • Process the data exclusively in accordance with the Client’s instructions.
  • Inform the Client in the event of a data breach.
  • Assist the Client in meeting compliance requests.
  • Limit transfers of data outside Luxembourg without prior authorization.

18.3. Client’s Obligations

The Client shall:

  • Determine the purposes and means of the data processing.
  • Ensure the lawful collection and transmission of data to the Company.
  • Provide the instructions and documentation necessary for processing.

For any questions relating to data protection, the Client may contact the Company’s DPO (Data Protection Officer) at privacy@axendix.com.

If the Client intends to subcontract the processing of personal data, it must select a subcontractor that offers adequate guarantees regarding the technical and organizational measures required under Article 28(1) of the GDPR.

The Client declares that it has complied with all legal obligations concerning data protection and has ensured that its own subcontractors comply with them. If a service ordered by the Client requires the written consent of its own customers regarding the processing of sensitive personal data, the Client undertakes to obtain this consent before disclosing the data to the Company.

The Client indemnifies the Company for any loss or damage suffered as a result of the Client’s non-compliance with data protection obligations.

19. Confidentiality

“Confidential Information” means all confidential or commercially sensitive information exchanged as part of the Business Relationship. Each Party undertakes not to disclose or use such information for purposes other than the performance of the obligations arising from the Business Relationship.

The Company may disclose the Client’s Confidential Information to its employees, representatives, or subcontractors, provided they comply with confidentiality obligations. The Company may also disclose the Client’s Confidential Information if required to do so by law, a competent court, or a public or regulatory authority, promptly informing the Client of such disclosure, where permitted by law.

20. Severability

The invalidity of a clause or part of a clause in these T&Cs does not affect the other clauses or parts of clauses. Where applicable, the invalidated clause or part of a clause shall, if possible, be replaced by a valid provision producing an equivalent effect.

21. Governing Law and Jurisdiction

The Business Relationship between the Company and its Clients, whether in the Grand Duchy of Luxembourg or abroad, is governed by Luxembourg law. In the absence of a prior written agreement between the Parties, any dispute arising therefrom shall fall under the exclusive jurisdiction of the courts of Luxembourg.