General Conditions of Purchase

1. Applicable conditions

1.1 These General Conditions of Purchase apply to all requests for quotations, orders and agreements concerning the supply of goods for the benefit of ETT Sarl. Any deviations from or additions to these General Conditions of Purchase require ETT Sarl’s prior explicit and written consent.

1.2 The acceptance of the order of ETT Sarl by supplier implies acceptance of the General Conditions of Purchase of ETT Sarl.

The General Conditions of Purchase are applicable, with exclusion of the general conditions of sale of the supplier.

2. Orders and confirmation of orders

2.1 All orders placed by ETT Sarl get a unique ETT Sarl purchase order number (starting with IO. + year + month + number) and is sent to the supplier by e-mail. The supplier will mention the ETT Sarl order number on its own order confirmations, pro-forma invoices, original invoices and delivery notes. All orders placed by ETT Sarl will be confirmed by the supplier in writing by means of an order confirmation or pro-forma invoice the same business day. ETT Sarl is entitled to revoke any placed order if the supplier neglects to confirm receipt thereof in writing by means of an order confirmation or pro-forma invoice within 24 hours, without any right of the supplier to compensation.

2.2 All ETT Sarl orders contain the net invoice price of the goods, the estimated delivery dates, the delivery address and possible additional remarks as to the condition of the ordered goods.

The order confirmation or pro-forma invoice of the supplier will also contain the net invoice price as well as the exact delivery place and date and the additional remarks.

2.3 If the order confirmation or pro-forma invoice from the supplier differs from the original order placed by ETT Sarl, ETT Sarl will only be legally bound after it has agreed explicitly in writing to this deviation. The acceptance of deliveries or supplies by ETT Sarl as well as possible down payments made in this regard will not imply acknowledgement of any deviations. In case of non-acceptance of the deviation by ETT Sarl, the order will be canceled without any right of the supplier to compensation. Possible down payments will be immediately reimbursed to ETT Sarl.

2.4 The supplier guarantees that he is the owner of the goods on the date that ETT Sarl places the order. If this is not the case and the goods can therefore not be delivered within the agreed term of delivery, the order will be canceled without any right of the supplier to compensation. Possible down payments will be immediately reimbursed to ETT Sarl. Additionally, ETT Sarl is entitled to a compensation of 10% of the value of the order, without prejudice to the right of ETT Sarl to claim a higher compensation in case of higher damages.

3. Quality and condition of the delivery

3.1 The supplier guarantees that the delivery:

- is of good quality and free from defects;
- corresponds exactly with the specifications listed on the purchase order of ETT Sarl;
- complies with legal requirements applicable in Luxembourg and other (international) Government regulations;
- complies with the customary norms and standards in the relevant branch of trade;
- complies with the statutory European Directives regarding CE marking; The supplier will provide the declaration of CE conformity upon delivery.

4. Packaging and dispatch

4.1 The supplier will pack the deliveries as economically, safely and carefully as possible and in such a manner that the shipment can’t be damaged during handling, transportation and offloading.

4.2 The supplier shall will ensure that the delivery arrives at the destination in good order. Shipments on pallets shall will take place on euro format pallets or euro pallets. Neutral packaging materials without printing will be used as much as possible to encourage reuse of packaging materials.

All goods and their packaging will be new, never used and never traded. On the outside of the package a packing list will be attached with the content of the shipment listed and the ETT Sarl purchase order reference number. ETT Sarl has the right to reject deliveries that do not comply with these requirements, without any right of the supplier to compensation. Possible down payments will be immediately reimbursed to ETT Sarl. Any additional costs or losses caused by non conformity will be born by the supplier.

5. Delivery

5.1 Delivery will take place in accordance with the Incoterms applicable at the time of order as mentioned on the ETT Sarl purchase order. The delivery date(s) of the agreement are binding and apply to the entire delivery.

5.2 Should circumstances arise whereby the deadline for an agreed delivery date(s) is expected to be exceeded, the supplier will inform ETT Sarl without delay and in writing.

If the supplier exceeds any agreed delivery date(s), ETT Sarl is entitled to impose a penalty of 1 % of the total value of the shipment without prior notice of default to the supplier, for each calendar day exceeded, up to a maximum of 10% and this shall be claimable on the date the penalty is imposed. ETT Sarl also reserves the right to cancel subsequent deliveries without accepting any penalty clause. In case ETT Sarl cancels a delivery because of exceeding the agreed delivery date, ETT Sarl is entitled to a fixed compensation of 10% of the value of the order. Any additional costs or losses caused by a delay in delivery will be born by the supplier.

6. Inspection

6.1 ETT Sarl has the right to inspect the goods prior to the time of delivery or acceptance or a down payment at the agreed delivery location by warehouse employee appointed for this purpose. In the meantime, the supplier keeps the goods “on hold” for ETT Sarl and will not withdraw these goods. The results of an inspection (known as an “inspection report”) will be made up by the warehouse and forwarded to both supplier and ETT Sarl.

6.2 If the goods do not comply with the purchase agreement, ETT Sarl will inform the supplier accordingly and will reject the goods. ETT Sarl will be entitled to terminate or cancel the agreement. All this does not affect ETT Sarl’s right to compensation. All costs related to inspections will be born by the supplier, except for the costs of inspection staff appointed by ETT Sarl.

7. Reception of the goods

7.1 Shipments delivered at ETT Sarl’s warehouse will be signed for acceptance as to the number of cartons and not as to the content of the shipment. Shipments are accepted without prejudice to inspection on quantity, quality and conformity of the goods.

8. Transfer of ownership and risk

8.1 The risk for the delivery as well as all responsibility for inter alia loss, damage, theft or disappearance remains with the supplier until the delivery arrives at the agreed place of delivery and has after inspection been accepted in writing by ETT Sarl by a person duly authorized to do so.

Title to the goods will pass to ETT Sarl at the moment of delivery. Ordered goods that have been paid in advance by ATC London ltd automatically imply the transfer of ownership to ETT Sarl, even without acceptance of the goods.

8.2 If paid goods should be returned to the supplier, they remain property of ETT Sarl until complete refunding. The risk as well as all responsibility for inter alia loss, damage, theft or disappearance remains in that case with the supplier.

9. Price, invoicing and payment

9.1 The agreed price is fixed in euros, unless agreed otherwise, exclusive of VAT.

9.2 Invoices will be submitted bearing the ETT Sarl purchase order number and itemized stating the item numbers.

9.3 Unless otherwise agreed, the goods are payable at the date of delivery. ETT Sarl reserves the right to stipulate the terms of payment upon placement of the purchase order. These terms of payment will be followed up upon receipt of the goods. All costs connected with the payments are at the expenses of the supplier, unless otherwise agreed.

9.4 For any order, supplier can ask a maximum down payment of 25% of the value of the order.

9.5 The price of the goods is fixed in the purchase order and the order confirmation. In case of price changes, supplier will not be entitled to cancel the order nor to adjust the price of the goods.

10. Conformity and Product Liability

10.1 The supplier guarantees that the delivered goods, their packaging, their directions for use, and their labels are in conformity with the purchase order and with the European and English legislation, especially the environmental legislation. The goods shall be faultless and merchantable on the English and European market.

10.2 In case the delivered goods do not comply with the specifications mentioned on the ETT Sarl purchase order, ETT Sarl reserves the right at all times to:
- Either refuse and cancel the goods;
- Either demand the immediate exchange of correct goods in accordance with the purchase order.

10.3 Only unused goods will be delivered, second-hand material will not be accepted.

10.4 The supplier will be liable for all damages suffered by ETT Sarl due to any failure attributable to the supplier to comply with the agreement. The supplier will completely indemnify ETT Sarl against possible claims by third parties or legal authorities resulting from the sale of the goods.

The supplier carries all product liability and responsibility for hidden faults, even after ETT Sarl accepted the delivery.

11. Termination.

11.1 ETT Sarl will have the right to completely or partially terminate the agreement without further notice of default and without prejudicing its other rights, in the event that:
- the supplier is in breach of on one or more of the obligations as contained in the purchase agreement;
- the supplier is declared bankrupt, suspension of payment is requested, its business has been shut down or liquidated, a substantial part of its assets has been attached, or the business has been transferred to a third party;
- the delivery is rejected after inspection.

11.2 In any of the abovementioned cases, the supplier will refund any partial or full payment made by ETT Sarl in terms of the terminated agreement immediately, without prejudice to the right of ETT Sarl to claim any other due amounts. All down payments made by ETT Sarl remain property of ETT Sarl.

12. Intellectual property rights; licenses

12.1 The supplier guarantees that the delivery does not infringe any intellectual property rights of third parties. The supplier will indemnify and hold ETT Sarl harmless against any (alleged) claims by third parties in this regard and will reimburse ETT Sarl for any damages suffered as a result thereof.

12.2 The supplier allows ETT Sarl to make pictures and to make use of the provided product information of the delivered goods, for promotional purposes and other commercial publications.

13. Warranty.

13.1 If the parties have not agreed a warranty period, the warranty period will be 24 months after the date of delivery or supply of the goods. Goods under warranty will be repaired within one month after notification and will be delivered at the expense of the supplier.

14. Non-solicitation

14.1 During the term of the agreement and for 6 months after termination of the agreement, the supplier will not, without the prior written consent of ETT Sarl, either directly or indirectly, on supplier’s own behalf or in the service or on behalf of others, solicit or attempt to solicit any staff nor clients from ETT Sarl aiming to carry out tasks for his own account or for third parties. Nor will the supplier promise or pay out any commissions or bonuses to the ETT Sarl staff, unless otherwise agreed.

15. Applicable law, disputes.

15.1 All the contracts will be governed and construed in accordance with the Luxemburg law, with exclusion of the Convention on Contracts for the International Sale of Goods.

15.2 Any claim, dispute or cause of action will be submitted to the exclusive jurisdiction of le tribunal de l’arrondissement Luxembourg.