The following general terms and conditons (herinafter 'GTC's) are explicitly acknowledged by the customer and also remain valid if an order or contract contains additional terms or conditions:
Article 1: General Conditions
1. An order shall be considered as accepted by the customer unless he or she revokes it within 10 days of the date of the order.
2. All products and services are provided at the prices valid on the day of provision if no price is agreed in the order. All products and services are provided at the customer's expense and risk. If the specified approximate dimensions, types or glass types should change after the contract is concluded, the price shall be adjusted to the new situation in accordance with the company's valid price list, which is considered to be agreed and explicitly acknowledged by the customer.
3. The supplied products (windows, doors, gates, roller shutters etc.) are made to measure and therefore may not be returned or exchanged.
4. OST Fenster S.àr.l. is entitled to demand advance payement or other sureties from the customer before starting work. This also applies if the customer i in arrears with payment. Additional claims are unaffected by this.
5. The customer may not pledge the work done to any third party as a security before the purchase price has been paid in full. OST Fenster S.àr.l. must be notified immediately if property subject to this reservation is seized by way of distraint, if action is taken to initiate compulsory autioning of it or if bankruptcy proceedings (faillite/gestion contrôlée) are opened against the customer. The customer must also advise his or her creditor(s) of the rights thus retained by OST Fenster S.àr.l. otherwise the customer becomes personally liable to OST Fenster S.àr.l. in this regard.
6. With his or her signature, the customer assures that he or she has the right to dispose of the house and land and possesses unrestricted legal capacity and is, if relevant, authorised to do so, he or she is liable to pay damages to OST Fenster S.àr.l. pursuant to Article 8, Item 1.
Article 2: Payment
1. The terms and conditions agreed in writing in each case apply. These can only be changed by written agreement.
2. In the event of tardy payments, the customer shall be charged interest as follows: For business customers, the invoiced amount is payable within 30 days of the date of the invois. After this deadline has passed, interest is charged on the amount of the invoice in accordance with Articles 3 and 5 of Luxembourg's law of 18 April 2004 on payment deadlines and default interest. For private customers, the amount of the invoice is payable within 30 days of the date of the invoice. If this deadline is missed, beginning three months after receipt of the merchandise or completion of the work, as the case may be, interest is charged at the statutory discount rate in accordance with Article 12 of Luxembourg's law of 18 April 2004 on payment deadlines and default interest. In the event of tardy payment of or failure to pay agreed instalments, OST Fenster S.àr.l. is entitled at ist discretion to dissolve the agreement or demand immediate payment of the outstanding sum. Promissory notes and cheques as such are not accepted as payment; their amount is not credited towards the debt unless and until they are cashed.
3. Any objections must be lodged within ten days of receipt of the merchandise or completion of the installation work, as the case may be , without this absolving the customer of his or her obligation to make payment to OST Fenster S.àr.l..
4. OST Fenster S.àr.l. is entitled to demand that the customer submit a suretyship from a recognised bank.
Article 3: Special Terms and Conditions for Construction, Assembly and Installation Work
1.Construction, assembly and installation work is not carried out by OST Fenster S.à r.l. unless and until all required preliminary work has been properly executed and completed. OST Fenster S.à r.l. is not liable in the event of tardy completion of the preliminary work.
2. The quoted price does not include plaster finishing, cutting or sealing work or the de-installation of elements to be replaced, unless this is explicitly detailed in the offer.
3. The minimum area charged per roller shutter is one square metre. 2.
4. The minimum quantity charged for indoor and outdoor window sills, roller shutter boxes and roller shutter box bottoms is one running metre.
5. The package price does not include installation of the belt box in the wall, which is charged separately.
6. Before windows are installed, the window sills must be installed first. If the customer requests that windows are installed before the window sills, the risk that this inevitably entails passes to the customer in the event that any damage whatsoever results.
Article 4: Written Form Requirement
Agreements are only legally binding for the parties if they are in writing. Likewise, these may only be changed with the written agreement of both. However, unilateral changes made in writing by OST Fenster S.à r.l. are legally binding for both parties unless the customer objects in writing to such a unilateral change within one week of receiving it.
Article 5: Statutory and Contractual Warranty Conditions
1. The legally required warranties apply to all products supplied by OST Fenster S.à r.l..
2. In addition, OST Fenster S.à r.l. grants a contractual warranty on all products that it makes itself and on all services it provides, in accordance with the written warranty conditions valid on the day on which the contract is concluded.
3. For products that are not made by the seller itself, only the contractual warranty granted by the producer in each case is extended to the customer.
4. Exempted are technical advances that result in design or constructive changes. These do not entitle the customer to withdraw from the contract.
5. The colours of special and auxiliary elements may differ; this does not constitute grounds for a warranty claim.
6. OST Fenster S.à r.l. is not liable for any unforeseeable damage caused to building elements by installation, repair, work done in fulfilment of the warranty, or inspection work. This includes, for example, damage to papered, plastered or tiled roller shutter boxes, window sills and plastered-over masonry.
Article 6: Travel Costs
If, when the installation crew of OST Fenster S.à r.l. arrive on site, they are unable to do the installation work due to circumstances for which OST Fenster S.à r.l. is not responsible, then the customer is obligated to reimburse the incurred travel expenditures in accordance with the rates set by OST Fenster S.à r.l. The same holds if a technician, customer representative or painter travels to the site without being able to accomplish what he or she has come for.
Article 7:Supply Conditions and Deadlines
1. All products are supplied by OST Fenster S.à r.l. ‘ex factory’, ie they do not include transport.
2. Installation work is performed by OST Fenster S.à r.l. ‘free construction site’.
3. The failure by OST Fenster S.à r.l. to meet a supply deadline that has been agreed in writing entitles the customer, after setting an additional deadline of at least 30 days and having it be missed as well, to withdraw from the contract with no obligation whatsoever to bear the incurred costs. In the event of force majeure or delayed provision of materials by a manufacturer or supplier, however, OST Fenster S.à r.l. is completely freed of its obligation to perform on time, and the customer must set an appropriate new deadline.
4. The customer is also bound to the agreed supply or installation date. If the customer refuses to allow the performance of the contract within the agreed time because he or she wishes it to be done at a later time instead, it is at the discretion of OST Fenster S.à r.l. to set a new date, although in this case OST Fenster S.à r.l. is entitled to adjust the price (to cover increased wage and material costs) as is appropriate to the duration of the postponement, except when a limited-term price guarantee has been agreed in writing. Any claims for compensatory damages on the part of OST Fenster S.à r.l. are unaffected by this.
Article 8: Compensatory Damages
1. If the customer refuses to accept the products or work of OST Fenster S.à r.l. or fails to allow the work to be done despite the setting of an additional two-week deadline, then OST Fenster S.à r.l. is entitled to refuse performance, withdraw from the contract and/or demand compensation for breach of contract. In such a case, OST Fenster S.à r.l. is entitled to lump-sum compensation amounting to 40 percent of the contractually agreed price (w/o VAT) without having to demonstrate the existence or amount of the economic loss suffered.
2. The same claim to compensation applies if the customer hinders OST Fenster S.à r.l. in performing the work, for example by hiring another contractor to do it or failing to comply with the payment conditions.
Article 9: Transfer of Risks
From the date of provision, the customer bears the risks of damage to and destruction of the merchandise. In this regard, it is stressed that the customer is not entitled to deduct any claims from sums owed to OST Fenster S.à r.l..
Article 10: Place of Performance and Venue
1. The place of performance is Luxembourg.
2. All contracts, claims and other disputes are subject to the law of the Grand Duchy of Luxembourg, and the venue for resolving conflicts is the City of Luxembourg.
3. The same venue shall apply if the buyer resides in another country, has moved his or her address or business to another country since concluding the contract, or his or her address or habitual place of residence is unknown.
4. If individual provisions of the above general terms and conditions should be invalid, this shall not affect the validity of the remaining provisions.