Netcore PSF S.A.

Delivery conditions: NETCORE PSF S.A. will deliver the designated products to the address and within the deadline given in the order confirmation sent to the customer for this purpose. If there is no address on the customer’s order form, the goods will be delivered to the client’s head office. The delivery deadlines are given only as a guideline and without obligation on the part of NETCORE PSF S.A.

In the event of a late delivery on the part of the manufacturer, editor, or where appropriate, of the distributor from whom NETCORE PSF S.A. obtains its supply of products, a cancellation of the order will only be accepted if NETCORE PSF S.A’s purchase order can be cancelled at its suppliers.NETCORE PSF S.A .delivers its products free of charge throughout Luxembourg to non-elevated ground floors or to storeys served by a suitable goods lift on condition that the approach to the offices does not require any specific handling. The supply of products does not include their installation. The customer is responsible for the preparation of his site. For materials that so require, in accordance with manufacturer’s specifications, equipping of offices (air filters, air conditioning, ventilation, etc.) and fitting works should be completed by the customer before the planned delivery date. In all cases, the electricity supply, and where necessary the communications lines and equipment, together with their certificates of approval where appropriate, must be available at the time of delivery of the equipment.

Should the delivery of the equipment to the customer be delayed at the customer’s request or for a reason attributable to the customer, the balance will be due at the end of the delay period at which the delivery would normally have been carried out; additional costs incurred by the delay, especially warehousing, insurance and handling costs, will be borne by the customer. 

Complaints: All customer complaints concerning the products delivered by NETCORE PSF S.A. must be made within a period of seven calendar days following the delivery date. All complaints must be addressed in writing, stating the delivery number, date of the delivery note, quantities, product references and description. 

Return of products: As a general rule, returning of products ordered specifically for the customer and which are generally not kept in stock by NETCORE PSF S.A, is ruled out, except in cases where the supplier states his agreement to take back the products. 

Returning of products delivered to the customer will only be accepted by prior written agreement on the basis of an RMA (return of material authorisation) issued by NETCORE PSF S.A. The related credit note will only be drawn up if the products are returned in good condition, in their original packaging and include their documentation. Credit notes will be valid for one (1) year from the date of their issue. If the reason for returning the products is attributable to the customer (error in code, quantities, version, etc.), the additional costs due upon return, especially for warehousing, insurance and handling, will be borne by the  customer at 3% of the amount invoiced. 

Conditions of payment for equipment sold: The prices and fees set out in the current offer and included in the order confirmations sent to the customer exclude all taxes. They are marked up with all dues and taxes, whether current or future, legally applicable at the current rate on the due date. 

Invoices for sale of equipment and one-off fees for single services are payable net and without discount within a period of thirty (30) days from the invoice date. NETCORE PSF S.A. may demand invoicing in instalments for single services according to the progress of the project. The customer is allowed to retain a guarantee of 10% of the total price of the services until final reception of the project. Invoices for sale of equipment are payable independent of the progress status of the installation and configuration works. 

Invoices for periodic fees for maintenance and support services are payable in advance, net and without discount within a period of thirty (30) days from the first day of the period (month, quarter, year) covered by the contract. The first periodic fee is calculated proportionately on the basis of the period (month, quarter, year) and is payable net and without discount within a period of thirty (30) days from the date of the invoice.  

At the customer’s request, products which have been ordered may be subject to leasing with a financial organisation of the customer’s choice. The written agreement of the leasing organisation must be delivered to NETCORE PSF S.A at the time the products are ordered. This option does not in any way modify the payment conditions laid down, especially concerning the deposit, payment dates and interest on late payments. If the leasing organisation does not give its agreement or is delayed for a reason attributable to the customer, the additional costs incurred by the delay, especially warehousing, insurance and handling costs will be borne by the customer.

In the event of disagreement concerning an invoice or part of an invoice, the customer shall undertake to state in writing to NETCORE PSF S.A the grounds for the dispute within one week following the reception of the invoice. If the invoice is partially disputed, the customer shall undertake to pay without delay the non-disputed part of the invoice. Compensation payments are not permitted. All deductions for discounts require the prior written agreement of NETCORE PSF S.A.

In the event of non-payment at the due date, all amounts due shall bear interest from the said due date until full payment, at the legal rate plus six per cent (6%), without prior formality, the expiry of the due date being in itself a formal notice to the debtor. 

Notwithstanding the payment of interest and without prejudice to damage procedures or indemnity, NETCORE PSF S.A may, in the event of whole or part non-payment of the sale price of the equipment, proclaim ipso jure the resolution of the sale, eight (8) days after formal notice is given to the customer by registered letter without effect. The customer shall return the products and documentation immediately to NETCORE PSF S.A and pay the fees for dismantling, handling, transport and, where necessary, restoring to working order of the products, and the interests due. Right to retention of the equipment is expressly ruled out. In the event of voluntary non-restitution, the SUPPLIER is entitled to take back the products and the documentation which were delivered by express agreement by simple demand. 

Ownership of equipment sold: Ownership of the products sold is transferred after full payment of the price, including taxes, related expenses and interests, if due. Consequently, before above payment is received, NETCORE PSF S.A. remains the owner of all products and the customer is not entitled to sell, rent out, loan, give as guarantee, give away in any manner the products which are part of the order. All the parts, components, sets or sub-sets exchanged or replaced by NETCORE PSF S.A. under the guarantee or of works carried out by the after-sales service, are the property of NETCORE PSF S.A. 

Fees, revising of current prices and rates: NETCORE PSF S.A’s prices listed in the offer or in the order confirmations are based on the current rates on the date the order is confirmed to the customer.

These can be revised as follows in the event new tariffs are implemented: 

·      For sales prices of EQUIPMENT, the new tariffs apply immediately.

·      For periodic fees for services, the new tariffs will apply after a three (3) months’ notice period.

·      For maintenance and support services and rentals, the new tariffs will apply after a three (3) months’ notice period on 1 January of the new calendar year.

If the price increases by more than six (6) per cent of the price or fee listed, the customer may, prior to delivery, cancel in whole or in part the order for equipment or services, or maintenance and support contracts, or the rentals concerned, by notifying NETCORE PSF S.A by letter within one week  following the notification of the tariff increase. If the regulation of the legally applicable prices is subject to an administrative formality, the date of implementation shall be the one provided for by the law or the administrative body concerned. 

Indexation of periodic fees: Periodic fees for maintenance and support contracts, services and rentals are established on the basis of the consumer index price linked to the base of 1949. The index of the consumer price index is the current one on the date NETCORE PSF S.A draws up the confirmation of the order. 

The amounts of the periodic fees will be adapted with the application of each new consumer price indexation. The mark-up will come into force in the same month that the new quotation is implemented. It will be invoiced in advance on a proportional basis for the remaining months of the current contractual period. The mark-up will be applicable for the whole duration of the said services. 

Guarantee: The products delivered conform to the specifications published by the manufacturer or editor of the products at the time of purchase. For the products sold, NETCORE PSF S.A applies the guarantee in accordance with the conditions laid down by the manufacturer or editor of the products, the duration of which begins on the date of the invoice.

The guarantee does not cover the following services: 

·     Diagnostics and repairs of damaged or faulty products caused by transporting, accidents, fire, negligence not attributable to NETCORE PSF S.A, abnormal usage, non-authorised access to the product or forced opening or attempted opening of the product.

·      Consequences of non-observation, even temporary, conditions of installation, environment and use or rules of use of the products or of the electric current or of supplies or IT supports which do not comply with the norms laid down by the manufacturer or  editor of the products.

·     Work on modified equipment or reconditioned by the customer or a third party who is not approved by the manufacturer.

·     Diagnostics and/or repairs required as a result of the addition of a product which is not marketed or approved by the manufacturer of the equipment and/or by NETCORE PSF S.A.

·     Delivery and exchange of accessories or consumables such as: toner cartridges and overhauling kits for laser printers, ink ribbons, ink cartridges and printheads, diskettes, magnetic tapes and cartridges, removable disks, connection cables, batteries and accumulators. 

The manufacturer’s guarantee conditions require certain defective sub-sets to be returned to the factory. The customer can not benefit from the offer of free equipment if, in the context of works under guarantee by NETCORE PSF S.A’s after-sales service, he refuses to give back the equipment, software, sub-set, option or any other defective component to be sent back to the manufacturer.

The equipment will be invoiced at the current rate. The guarantee conditions can not be substituted by a contract for maintenance services offered by NETCORE PSF S.A. Only by subscribing to a contract for maintenance and support services can the customer be guaranteed quicker repairs than those indicated by the manufacturer and/or editor in his guarantee conditions. 

Sale of used equipment: Equipment classified as used equipment is equipment which had been previously installed at another customer/user and overhauled by NETCORE PSF S.A. All the provisions of these sales conditions are applicable to this equipment except the article concerning the above guarantee. This equipment has a guarantee equivalent to the manufacturer’s guarantee for a period of twelve (12) months from the date of its invoice. 

Converting of rental to sale: The sale of the equipment currently rented to the customer is governed by the conditions set out in the article: Price and conditions of payment of the equipment sold, except: 

·         The date of purchase is indicated in the order confirmation addressed for this purpose to the customer by NETCORE PSF S.A.

·         From the date of purchase, the customer bears all the risks associated with the equipment.

·         Payment of the sale price will be settled net and without discount on the day of purchase.

·         The delivery date is the initial delivery date under the rental scheme of the equipment.

·         The rental scheme ends on the day preceding the purchase date. 

Normal working period: Prices for services (installation, configuration, maintenance and support contracts and after-sales services provided by NETCORE PSF S.A are exclusively applicable during the normal period of work. The normal period of work means a 40-hour week from 08.30 to 17:30, with a one (1) hour break for lunch, from Monday to Friday.  

In the case where, at the customer’s request or with the customer’s consent or by the mere necessity of the service, NETCORE PSF S.A’s personnel carry out services outside of the normal working period or if the service is carried out beyond the normal working period, NETCORE PSF S.A will have the right and freedom to invoice the hours worked to the customer at the current rate, including the legal mark-up (normal overtime hours, evening work, work on Sundays or bank holidays) where applicable. 

Services done outside of NETCORE PSF S.A’s offices are carried out in half-day phases, at least. Services done in the context of maintenance and support services, as well as NETCORE PSF S.A’s after-sales services, are carried out in quarter-hour phases, at least. 

Responsibilities of the customer and of NETCORE PSF S.A: the customer is solely responsible for the implementation of the recommendations and requirements accorded to him by NETCORE PSF S.A’s personnel on the basis of this contract. Should he not take these into consideration, NETCORE PSF S.A can not be held responsible. The customer undertakes to ensure a back-up of his data files and application software, including their parametering files prior to any work by NETCORE PSF S.A’s personnel and without being expressly requested to do so by NETCORE PSF S.A’s personnel. It is the customer’s sole responsibility to ensure that the fixed or movable magnetic supports or any other data support entrusted to NETCORE PSF S.A’s personnel for exchange, replacement or repair do not contain any confidential information. The client shall destroy the confidential data and/or application programs before entrusting the said supports to NETCORE PSF S.A. 

In the event of destruction, impossibility of use or loss of data files, loss of application software and its parameter files, and in the event of virus infection or other damage as a result of non-intentional manipulations by NETCORE PSF S.A’s personnel, the customer shall not hold NETCORE PSF S.A responsible, whether directly or indirectly, including for loss of use and loss of earnings. Consequently, it is the customer’s responsibility to protect himself by all means and at his convenience against all damages that may arise from these circumstances. 

In the event of negligence by NETCORE PSF S.A’s personnel with respect to equipment belonging to the customer, NETCORE PSF S.A can only be held responsible for direct damage arising from the negligence, and NETCORE PSF S.A shall under no circumstances be held responsible for indirect damages caused. 

For all work done by NETCORE PSF S.A’s personnel as a result of an incorrect installation, parametering or running of products, application software, operating systems, databases, local networks and/or geographic networks or any other system or component of an IT system by the customer, NETCORE PSF S.A will invoice the customer for the works at the current rate. 

The customer must provide NETCORE PSF S.A’s personnel who are called to work in his offices with a suitable environment complying with hygiene and safety standards. He must inform NETCORE PSF S.A’s personnel of the safety procedure and disciplinary rules applicable in the said offices and make sure that one of the official qualified personnel is effectively present throughout the period during which the works are carried out, in such a manner that all useful measures may be taken at once in the event of an accident. NETCORE PSF S.A’s personnel come under the permanent authority of the customer regarding the strict requirements for implementing his tasks, while remaining in any case exclusively employed by NETCORE PSF S.A. 

The customer will give complete access to the designated systems to NETCORE PSF S.A’s personnel during the normal period of work so as to allow them to carry out all the works necessary. The customer has the right to refuse access to the designated systems to NETCORE PSF S.A’s personnel in cases where he is unable to identify correctly the person and ascertain whether he belongs to NETCORE PSF S.A.

Renunciation: If NETCORE PSF S.A does not exercise a right or a power conferred on it by these general conditions, this will not constitute a renunciation of the right or power. 

Renouncing the exercising of a right or power relative to the provisions and sales conditions of this offer and its annexes by each of the parties may under no circumstances be considered as a renunciation of future or current provisions. 

Amendment of the offer: this offer and all the documents which are part of it may only be amended by the drawing up of a new version which is signed by an authorised representative of the customer and by an authorised representative of NETCORE PSF S.A. 

Completeness of the agreements: This sales offer replaces all propositions, conventions, commitments or declarations of all types which were made previously, orally or in writing relating to services carried out by NETCORE PSF S.A. The customer accepts not to conclude any business based on declarations made by NETCORE PSF S.A which would diverge from the conditions as specified in the present. 

Jurisdiction: if any of the provisions of this offer or a part of them is void with regard to a legal rule, it will be regarded as not written, but will not result in the whole contract being declared void. All disputes which can not be resolved amicably will be referred to the Luxembourg courts; Luxembourg law will prevail.