General Terms

General Terms and Conditions of DISTRIWOOD S.A., a company set in L-6617 Wasserbillig at 92, route d’Echternach
Trade and Companies Register n° B 83959

  1. The present General Terms and Conditions are the only ones valid for sales and deliveries made by DISTRIWOOD. No possible client General Terms and Conditions will apply even where DISTRIWOOD does not expressly contradict them in the present General Terms and Conditions.
    In the event that DISTRIWOOD has expressly accepted contractual terms differing from the present ones, the latter will prevail. Only a written acceptance may allow for the avoidance of the present General Terms and Conditions which will moreover apply to any contractual relationship between DISTRIWOOD and its clients, and de facto substitute any possible General Terms and Conditions of the client.
    Where the contractual terms agreed between DISTRIWOOD and the client would fail to govern certain points settled by the present, the latter will anew apply as regards such points.
    Is considered a client any person who by any means whatsoever places an order with DISTRIWOOD for the purchase, acquisition or delivery of those products that are part of the range offered by DISTRIWOOD.
  2. The agreement between DISTRIWOOD and the client is considered as finally concluded once DISTRIWOOD confirms the order in writing. Any possible modification of the order will require a written confirmation from DISTRIWOOD.
    Once confirmed by DISTRIWOOD, orders cannot be cancelled, terminated or modified by the client anymore without due agreement from DISTRIWOOD.
  3. As soon as the order from the client has been confirmed by DISTRIWOOD, said client will be bound to take receipt of the ordered products. The client may not in any event call on a possible change in circumstances (whether it be time, place or otherwise) in order to refuse taking receipt of the order. In no event whatsoever may a delay in delivery serve as a justification for a refusal to take receipt of the order.
    The client moreover undertakes to carry out all and any necessary steps in order for receipt of the order to be carried out without delay. Any possible delay in taking receipt of the order resulting from a lack of precautions on the part of the client may give rise to a claim for damages by DISTRIWOOD.
    Any client who without valid reason refuses to take receipt of the products will nevertheless be bound to settle the payment of the sales price. He will moreover be bound to compensate DISTRIWOOD for any expenses and other costs which his refusal might have caused to be borne by DISTRIWOOD. Such costs and expenses will be determined by DISTRIWOOD and communicated to the client within one month.
  4. The client will be bound to pay those invoices issued by DISTRIWOOD within such period as may be indicated on said invoices.
    The law of 18 April 2004 on terms of payment and default interest transposing Directive 2000/35/EC is rightfully applicable: any credit from DISTRIWOOD entails the accruing of lawfully demandable interest from the day following the payment date set by invoices. Lacking due payment within the period allowed, DISTRIWOOD may demand default interest at a rate to be determined in accordance with the law of 18 April 2004 and this, until payment in full of the sales price.
  5. The goods sold will remain the property of DISTRIWOOD until effective settlement of the aggregate sales price. Any payment default may entail the restoration of the goods at the risk of the purchaser. Such provisions do not prevent a transfer to the purchaser of the risks of loss and deterioration of the goods sold from their delivery. The purchaser will bear the aggregate of legal and judicial costs resulting from contentious proceedings.
  6. The products must be inspected by the client at the time of delivery in order to check on their quantity, quality and compliance.
    In the event the client deems that the products delivered by DISTRIWOOD do not correspond to those ordered as regards quality or quantity, he will be bound to inform DISTRIWOOD in writing within 5 days from receipt of said products. In case of a lack of inspection or written reserve given within such 5-day period from delivery, they will be considered as having been accepted by the client. DISTRIWOOD will not accept any claim regarding defaults, vices or lack of compliance which might have been asserted at the time of an inspection that had duly taken place.
    DISTRIWOOD must in any case be duly informed within a time period allowing it to turn against the transporter in accordance with the CMR Convention. *
    * = Convention Marchandise Route, for which we could not find an English equivalent.
    In case of a written claim from the client within a period of 5 days, DISTRIWOOD will then carry out the necessary verifications on the basis of the information provided by said client.
    Where the parties disagree regarding a possible divergence as to quantity, quality or compliance of the products delivered versus those that were ordered, said parties will be bound to call on an expert. In case of an agreement being reached, that expert will be appointed by common agreement of the parties. In case of disagreement regarding the expert to be appointed, the parties will each appoint an expert, following which these two experts will appoint a third one so as to enable the three-experts committee thus formed to carry out the necessary verifications.
    The experts thus appointed will check the reality of the claims laid by the client and present their conclusions in a detailed written report. The parties undertake to find a solution to their dispute based on said report.
    The present article is not intended to apply in the event of a default of payment by the client without valid reason or justification.
  7. DISTRIWOOD is not responsible, and may not be held liable for any possible delay in delivery resulting from events of force majeure. A force majeure event is any happenstance outside the will and influence of DISTRIWOOD.
    The absence of delivery due to such a force majeure event may not entail the payment of damages by DISTRIWOOD.
    DISTRIWOOD undertakes to report any elements of such a nature as to establish the existence of such an event of force majeure and to implement all reasonable steps to limit and remedy its damageable consequences.
    In case of any event of force majeure taking place, DISTRIWOOD will inform the client in writing within 48 hours of the happenstance.
    Where execution of an agreement becomes impossible, DISTRIWOOD may cancel it without incurring the payment of any damages.
    The bankruptcy or insolvency of a supplier of DISTRIWOOD will in particular but not exclusively be considered as events of force majeure, as well as events preventing or making impossible the delivery to the client of products ordered by him.
    Any event of force majeure preventing or delaying the transport of products moreover excludes the award of damages to the client to be borne by DISTRIWOOD.
  8. DISTRIWOOD is formally relieved of any liability regarding the risks incurred by products where such products have been brought before the person designated by the client as being in charge of taking receipt. No liability will be incumbent on DISTRIWOOD if the products were for any reason whatsoever to suffer damages or be otherwise destroyed following their receipt by the client. Such an event will not give rise to either a price rebate or the payment by DISTRIWOOD of damages. DISTRIWOOD declines any responsibility in the event of the loss, theft or damage suffered by products after their receipt by the client.
  9. Sufficiently in advance and in order to allow DISTRIWOOD to carry out all steps necessary to the dispatch of products, the client will be bound to provide DISTRIWOOD with all necessary information and in particular import certificates, those documents required for obtaining official permits and any further documents.
    Where it appears that the routing of the products to their destination would entail additional taxes (due to customs or other duties) about which the client failed to inform DISTRIWOOD, such costs will be borne by the client. If the client moreover omits to inform DISTRIWOOD regarding documents necessary in order to avoid any possible taxation by customs authorities, such taxes and duties will be borne by the client.
    In no event and independently from agreed sales conditions (Cost & Freight, DDU …) * may the client claim the repayment of any costs implied by any default of information on its part.
    * C&F we found – DDU, not – it means an entire series of different things.
    The client generally undertakes to inform DISTRIWOOD at the time of the order regarding all and any documents necessary to ensure the routing of the products.
  10. The relationship between DISTRIWOOD and the client is governed by Luxembourg law.
    Pursuant to Article 23 of European Regulation 44/2001 dated 22 December 2000, the courts of Luxembourg will have exclusive jurisdiction to examine any dispute arising between DISTRIWOOD and its clients whether in connection with the execution (or lack of execution) of their respective obligations, or with the construing or application of the present General Terms and Conditions.
  11. If any one of the provisions of the present General Terms and Conditions governing the sale and delivery would be deemed nil and void, the validity of the other provisions herein will not be affected.

.
The law of 18 April 2004 on terms of payment and default interest transposing Directive 2000/35/EC is rightfully applicable: any credit from DISTRIWOOD entails the accruing of lawfully demandable interest from the day following the payment date set by invoices. Lacking due payment within the period allowed, DISTRIWOOD may demand default interest at a rate to be determined in accordance with the law of 18 April 2004 and this, until payment in full of the sales price.

5. The goods sold will remain the property of DISTRIWOOD until effective settlement of the aggregate sales price. Any payment default may entail the restoration of the goods at the risk of the purchaser. Such provisions do not prevent a transfer to the purchaser of the risks of loss and deterioration of the goods sold from their delivery. The purchaser will bear the aggregate of legal and judicial costs resulting from contentious proceedings.

6. The products must be inspected by the client at the time of delivery in order to check on their quantity, quality and compliance.
In the event the client deems that the products delivered by DISTRIWOOD do not correspond to those ordered as regards quality or quantity, he will be bound to inform DISTRIWOOD in writing within 5 days from receipt of said products. In case of a lack of inspection or written reserve given within such 5-day period from delivery, they will be considered as having been accepted by the client. DISTRIWOOD will not accept any claim regarding defaults, vices or lack of compliance which might have been asserted at the time of an inspection that had duly taken place.
DISTRIWOOD must in any case be duly informed within a time period allowing it to turn against the transporter in accordance with the CMR Convention. *
* = Convention Marchandise Route, for which we could not find an English equivalent.
In case of a written claim from the client within a period of 5 days, DISTRIWOOD will then carry out the necessary verifications on the basis of the information provided by said client.
Where the parties disagree regarding a possible divergence as to quantity, quality or compliance of the products delivered versus those that were ordered, said parties will be bound to call on an expert. In case of an agreement being reached, that expert will be appointed by common agreement of the parties. In case of disagreement regarding the expert to be appointed, the parties will each appoint an expert, following which these two experts will appoint a third one so as to enable the three-experts committee thus formed to carry out the necessary verifications.
The experts thus appointed will check the reality of the claims laid by the client and present their conclusions in a detailed written report. The parties undertake to find a solution to their dispute based on said report.
The present article is not intended to apply in the event of a default of payment by the client without valid reason or justification.

7. DISTRIWOOD is not responsible, and may not be held liable for any possible delay in delivery resulting from events of force majeure. A force majeure event is any happenstance outside the will and influence of DISTRIWOOD.
The absence of delivery due to such a force majeure event may not entail the payment of damages by DISTRIWOOD.
DISTRIWOOD undertakes to report any elements of such a nature as to establish the existence of such an event of force majeure and to implement all reasonable steps to limit and remedy its damageable consequences.
In case of any event of force majeure taking place, DISTRIWOOD will inform the client in writing within 48 hours of the happenstance.
Where execution of an agreement becomes impossible, DISTRIWOOD may cancel it without incurring the payment of any damages.
The bankruptcy or insolvency of a supplier of DISTRIWOOD will in particular but not exclusively be considered as events of force majeure, as well as events preventing or making impossible the delivery to the client of products ordered by him.
Any event of force majeure preventing or delaying the transport of products moreover excludes the award of damages to the client to be borne by DISTRIWOOD.

8. DISTRIWOOD is formally relieved of any liability regarding the risks incurred by products where such products have been brought before the person designated by the client as being in charge of taking receipt. No liability will be incumbent on DISTRIWOOD if the products were for any reason whatsoever to suffer damages or be otherwise destroyed following their receipt by the client. Such an event will not give rise to either a price rebate or the payment by DISTRIWOOD of damages. DISTRIWOOD declines any responsibility in the event of the loss, theft or damage suffered by products after their receipt by the client.

9. Sufficiently in advance and in order to allow DISTRIWOOD to carry out all steps necessary to the dispatch of products, the client will be bound to provide DISTRIWOOD with all necessary information and in particular import certificates, those documents required for obtaining official permits and any further documents.
Where it appears that the routing of the products to their destination would entail additional taxes (due to customs or other duties) about which the client failed to inform DISTRIWOOD, such costs will be borne by the client. If the client moreover omits to inform DISTRIWOOD regarding documents necessary in order to avoid any possible taxation by customs authorities, such taxes and duties will be borne by the client.
In no event and independently from agreed sales conditions (Cost & Freight, DDU …) * may the client claim the repayment of any costs implied by any default of information on its part.
* C&F we found – DDU, not – it means an entire series of different things.
The client generally undertakes to inform DISTRIWOOD at the time of the order regarding all and any documents necessary to ensure the routing of the products.

10. The relationship between DISTRIWOOD and the client is governed by Luxembourg law.
Pursuant to Article 23 of European Regulation 44/2001 dated 22 December 2000, the courts of Luxembourg will have exclusive jurisdiction to examine any dispute arising between DISTRIWOOD and its clients whether in connection with the execution (or lack of execution) of their respective obligations, or with the construing or application of the present General Terms and Conditions.

11. If any one of the provisions of the present General Terms and Conditions governing the sale and delivery would be deemed nil and void, the validity of the other provisions herein will not be affected.