General terms and conditions of sale
1. Purpose, Scope, and Principles
1.1 These General Terms and Conditions of Sale (hereinafter “GTC”) govern all contractual relations between the limited liability company A. THILMAN & FILS Sàrl, established in the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 304.582, with its registered office at 74, Route de Colmar, 7766 Bissen (hereinafter “the Company”), and any professional or consumer client (hereinafter “the Client”).
These General Terms and Conditions apply to all of the Company’s activities, including:
- Vehicle rental with or without driver (taxis, ambulances, commercial vehicles),
- National and international freight transport,
- Sale, trade, and distribution of vehicles, fuels, parts, and accessories,
- Trade in goods (household appliances, audiovisual equipment, hardware, food products, beverages, etc.),
- Real estate activities,
- Sale and installation of technical equipment (ventilation, air conditioning, kitchens, etc.),
- Provision of services (maintenance, installation, consulting, training),
- Operation of an e-commerce website,
- Waste transport and storage,
- Management of photovoltaic installations
Any order implies unconditional acceptance of these terms and conditions.
1.2 These General Terms and Conditions prevail over any conflicting terms and conditions of the Customer. Any deviation from or additional provision must be in writing (letter, email, or electronic document) and requires the Company’s express agreement.
1.3 The contractual relationship between the parties is governed exclusively by the laws of the Grand Duchy of Luxembourg, in particular the Civil Code, the Commercial Code, and any applicable special laws (e.g., the amended law of April 18, 2014, concerning payment terms and late payment interest).
2. Offers, Contract Conclusion, and Documentation
2.1 The Company’s offers are valid for one month, unless otherwise stated.
2.2 The contract is concluded as soon as:
- The Client accepts an offer, whether in writing, electronically, or verbally, and the Company confirms this acceptance in writing or electronically; or
- The Company, with the Client’s express approval, begins execution, such as ordering materials or setting up the worksite.
2.3 The Company recommends that the Client document all communications in writing (orders, amendments, exchanges) to ensure transparent traceability and avoid any subsequent misunderstandings.
2.4 The scope of services and the content of the contract are determined by the order confirmation, the offer, or a separate, signed contract. These documents must be carefully reviewed and signed by both the Company and the Client. In case of ambiguity, the provisions of these General Terms and Conditions shall prevail.
3. Scope of Services, Planning, and Deadlines
3.1 The scope of services covers all services explicitly mentioned in the contract or in the order confirmation. Any additional services must be agreed upon in a separate written agreement and will be billed separately.
3.2 Deadlines are provided for informational purposes only, unless expressly agreed otherwise.
They may be extended, in particular in the event of:
- Delays by the Client;
– Unavailability of suppliers,
– Technical or administrative constraints,
– Force majeure.
3.3 The Client is responsible for the conformity of existing installations, site access, and the quality of the information provided.
The Company cannot be held liable for pre-existing defects, undisclosed technical constraints, or indirect damages related to non-performance.
4. Prices
4.1 All prices and fees are quoted in euros, excluding value-added tax (VAT) applicable in Luxembourg. Additional costs (transport, installation, specific taxes, etc.) are invoiced separately, unless otherwise agreed.
4.2 Unless otherwise stipulated in writing, all invoices are due immediately upon receipt and payable without discount.
4.3 The Company reserves the right to change its prices at any time, particularly in the event of cost fluctuations (energy, fuel, raw materials) and changes in tax or regulatory regulations.
5. Payment
5.1 Unless otherwise stipulated, invoices are payable upon receipt.
5.2 The company may require a deposit or advance payment.
6. Acceptance, Transfer of Risk, and Documentation Obligations
6.1 Acceptance: The services are accepted upon completion. The Company recommends drawing up an acceptance report. If the Client puts the services into operation without an official acceptance report, they are deemed accepted without reservation, except in the case of major defects that are immediately reported.
6.2 Upon acceptance, the risks (e.g., loss or damage) are transferred to the Client, to the extent permitted by law.
6.3 For international transport, the rules of the CMR Convention apply.
7. Late Payment, Reminders, and Collection
7.1 Late payment occurs when the Client has not paid the amount due by the agreed or invoiced due date. The statutory provisions regarding late payment interest (amended law of April 18, 2014, on payment deadlines and late payment interest) apply.
7.2 In the event of non-payment, the Company may charge a fixed penalty of between €25 and €100, depending on the actual costs incurred, by means of a written reminder letter (e.g., “Account Statement” or formal reminder).
7.3 If a reminder remains unanswered, a formal demand for payment will be sent. The Company is then entitled, without further notice, to take legal action (e.g., a payment order, legal proceedings before the competent court). All costs incurred (court fees, attorney’s fees, enforcement costs) shall be borne by the Client in accordance with applicable law.
7.4 The Company maintains a chronological record of all reminders, payments, and due dates, ensuring complete documentation for any potential legal proceedings.
8. Vehicle Rental
8.1 The Customer agrees to use the vehicle in accordance with its intended purpose and to comply with all applicable laws.
8.2 The Customer is responsible for any damage, traffic violations, and any misuse.
8.3 The Customer renting a vehicle from the Company expressly agrees to comply with all applicable legal and regulatory provisions relating to road traffic. The Customer also agrees to assume sole responsibility for any traffic violation committed while using the rented vehicle, including full payment of any penalty notice, fine, or ticket issued by the competent authorities.
8.4 The Customer expressly acknowledges and accepts that the Company is authorized to disclose their personal data to the competent authorities, including the police, in the event of a traffic violation or upon official request, in accordance with legal obligations.
8.5 The customer declares that they hold a valid driver’s license appropriate for the type of vehicle rented, and that they possess the necessary skills to drive it.
8.6 The company shall under no circumstances be held liable for any offenses, damages, or negligence committed by the customer while using the vehicle; for the absence, inadequacy, or inappropriateness of the customer’s driver’s license; or for the use of a vehicle unsuitable for the intended purpose or the type of equipment being transported or towed.
8.7 The customer assumes full responsibility for any damage caused to third parties, themselves, or the rented vehicle under these circumstances.
8.8 A security deposit may be required.
9. Sale of Goods
9.1 Products are supplied subject to availability.
9.2 The Company reserves the right to replace a product with an equivalent item.
10. E-commerce and Consumers
10.1 The consumer has a 14-day right of withdrawal, except in certain cases specified by law.
10.2 Return procedures are detailed on the website.
11. Technical Services
11.1 Services are performed in accordance with best practices.
11.2 The Company is only bound by an obligation of means unless otherwise stipulated.
12. Real Estate Activities
12.1 Real estate transactions are subject to specific contracts.
12.2 These General Terms and Conditions apply in a supplementary manner.
13. Warranty, Defects, and Liability
13.1 The Company warrants that the services are performed in accordance with best practices and in compliance with the technical standards and legal provisions in force in Luxembourg.
13.2 The warranty period is determined in accordance with the applicable consumer protection laws when the customer is a private individual.
13.3 The warranty period is determined in accordance with the specific agreements concluded between the parties when the customer is acting in a professional capacity.
- The warranty does not apply in the following cases:
- When, after installation or delivery, the customer makes, or has made by a third party, any modifications to the product, its accessories, or its environment;
- When these modifications have a direct or indirect impact on the proper functioning of the product.
In these cases, any intervention by the Company will be carried out at the Customer’s sole expense.
13.5 Claims for Defects: Apparent defects must be reported immediately upon receipt or commissioning and communicated in writing.
13.6 In the event of proven defects, the Company will repair or replace the product in kind, within the limits stipulated by law (Articles 1641 et seq. of the Civil Code). Third-party intervention is only permitted with the Company’s express, prior written consent.
13.7 Liability: The Company is liable only for direct damages.
Its liability is limited to the amount of the service concerned, except in cases of gross negligence or willful misconduct.
13.8 The Company has unlimited liability in cases of willful misconduct or gross negligence. In cases of slight negligence, its liability is limited to essential obligations (so-called “cardinal” obligations) and to foreseeable and typical damages under the contract. No other compensation, including for lost profits, is due, except where required by law (e.g. personal injury).
14. Retention of Title
14.1 All materials, items, and goods delivered remain the property of the Company until full payment is received.
14.2 If they are incorporated or inseparably mixed with other goods, the Company acquires joint ownership in proportion to the value of its supply, calculated at the time of joining or mixing.
15. Termination of Contract, Cancellation, and Withdrawal
15.1 Termination: The Client may only terminate a contract for services in the cases provided for by law or by a written agreement. If the Client terminates without valid cause, the Company may claim appropriate compensation covering services already performed, expenses incurred, and lost profits.
15.2 If the Client withdraws from the contract without authorization, the Company may, at its option, assert its legal rights or a fixed indemnity (e.g. 20% of the agreed remuneration), unless the Company can demonstrate greater damage.
16. Force Majeure and Unforeseen Circumstances
16.1 Events of force majeure (e.g., war, strikes, natural disasters, epidemics/pandemics, administrative decisions, extreme weather conditions, supply disruptions) release the Company from its obligation to perform, for the duration and to the extent of their effects.
16.2 If such events continue for more than three months, either party may withdraw from the contract if continuing the contractual relationship becomes unreasonable from an economic or practical standpoint. No compensation is due in this respect, unless the Company is responsible for the situation.
17. Personal Data
17.1 Subscribing to a sale, service, or contract is contingent upon the Company collecting personal data from the Customer, the processing of which is necessary for the performance of the business relationship or legal obligations. This data may be processed, recorded, and archived by the Company, and may even be disclosed to third parties, in the context of pursuing a legitimate interest of the Company or the third party to whom the data is disclosed, for the purposes of managing the customer database, managing contracts, providing customer service, managing the business relationship, conducting statistical studies, managing disputes and debt collection, and processing payments.
17.2 Personal data may be used by the Company for direct marketing purposes (sales campaigns, personalized advertising, etc.) to inform the Customer about its activities, products, and services.
17.3 If the Client entrusts personal data to the Company under a data processing agreement in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR), the Client shall ensure that it provides the Company with the mandatory information, such as the duration and purpose of the processing, the type and sensitivity of the data entrusted, the categories of data subjects, access authorization, security requirements, restrictions on transfers outside the EU, etc.
17.4 The Client has the right to access, rectify, and restrict the processing of their personal data at any time in accordance with the GDPR.
17.5 The Client acknowledges and accepts that the Company and its subcontractors may have access to confidential information in the course of their assigned tasks. The parties shall take appropriate measures to maintain the strict confidentiality of the information to which they have access and shall not disclose it to any third party without prior consent.
18. Intellectual Property
18.1 All documents remain the property of the Company.
19. Legal Proceedings and Strategic Dispute Resolution
19.1 In the event of legal proceedings, the Company carefully preserves all relevant documents (e.g., correspondence, evidence, reports) in a chronological file. The Client is requested to promptly provide the necessary documents and information.
19.2 Exclusive territorial jurisdiction lies with the courts of the judicial district of Diekirch, to the extent permitted by law and in the absence of any overriding mandatory provisions.
20. Legislative Monitoring and Amendments to the General Terms and Conditions
20.1 The Company regularly monitors legislative, regulatory, and case law changes that may affect the services provided in Luxembourg. It adapts its processes and, where applicable, these General Terms and Conditions accordingly, in accordance with any new obligations.
20.2 Any amendment or addition to these General Terms and Conditions will be communicated to the Client in an appropriate manner. Such amendments or additions will be deemed accepted unless the Client objects in writing within a reasonable timeframe.
21. Severability Clause
21.1 If one or more provisions of these General Terms and Conditions are found to be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision will be replaced by a valid provision that most closely approximates the economic purpose of the original provision.
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