Lampyrinae.lu

gtc

General Terms and Conditions

Lampyrinae S.à r.l.
Commercial Register Number: B295723
Version 1.0 of 18.06.2025

Table of Contents

Scope of Application

Extent

These General Terms and Conditions (hereinafter “GTC”) apply to all legal transactions and assignments, in particular to research and service contracts, expert opinions, consultancy, and deliveries, where LAMPYRINAE S.à r.l. (hereinafter “LAMPYRINAE”) is the contractor.

Validity of the GTC

LAMPYRINAE operates exclusively on the basis of these GTC. They also apply to future transactions as well as to all information in brochures, price lists, advertisements, packaging etc., regardless of whether such information is provided orally, in writing, or online.

Deviating Terms

Deviating terms of the contracting party are not recognized. The contracting party expressly acknowledges this exclusion of validity.

Offer

Offer Status

Offers by LAMPYRINAE are non-binding.

Scope of Offer

The type and scope of the agreed service result from the respective offer and these GTC.

Offer Commitment

LAMPYRINAE undertakes to perform the services properly in accordance with the rules of science and technology, but not to achieve a specific result.

Validity of Contracts

Changes in the legal or factual situation after conclusion of the contract have no influence on the contractual relationship.

Conclusion of Contract

Completion

The contract is deemed concluded when LAMPYRINAE, after receiving the order, has sent a written order confirmation or a delivery. Email replaces written form.

Order Confirmation

If the confirmation contains changes, these are deemed approved unless the client objects immediately.

Preliminary Information

Information in catalogues, brochures, etc. is only binding if expressly included in the contract. All documents remain the intellectual property of LAMPYRINAE.

Written Form

Subsequent changes require written form. Oral promises by employees are invalid.

Subcontractors

LAMPYRINAE may assign orders to third parties.

Duties of Disclosure and Cooperation of the Client

Duty of Information

The client must provide all necessary documents and information in good time.

Ensuring Freedom of Exercise

The client guarantees that no third-party rights are infringed.

Working Environment

The client ensures an undisturbed working environment.

Neglect of Duties

Additional costs or delays caused by lack of cooperation are borne by the client.

Safety

The client is responsible for compliance with all relevant safety and legal regulations.

Prices

Validity

Prices apply ex works/warehouse, excluding packaging, shipping, insurance, and VAT.

Order Changes

For differing orders, LAMPYRINAE reserves the right to adjust prices.

Change of Circumstances

Price adjustments are possible if costs or services change.

Expenses

Travel, daily and overnight allowances are charged separately.

Delivery

Delivery Period

The delivery period begins upon: a) order confirmation
b) fulfillment of all conditions by the client
c) receipt of agreed advance payment or security

Delivery Dates

Specified dates are non-binding.

Partial and Advance Deliveries

Permissible.

Delivery Delays

In case of delay, the client must set a grace period. Compensation only in cases of intent or gross negligence.

Approvals

Official permits must be obtained by the client.

Extension of Period

Extension applies in case of force majeure, labor disputes, supplier delays etc.

Documentation

Circumstances must be communicated in writing.

Export Permits

The client ensures all necessary export and customs approvals.

Acceptance

The client may not refuse deliveries except in cases of material defects.

Transfer of Risk and Place of Performance

Use and risk pass to the client upon departure of the delivery ex works/warehouse.

Installation and Assembly

Preparations

The client bears costs for: - earthworks, construction, auxiliary work
- scaffolding, hoists, devices
- energy and water
- storage and protective measures
- protective clothing

Advance Information

Information on existing lines must be provided before assembly.

Availability

Supplies must be provided before assembly.

Delays

Costs from delays are borne by the client.

Certification

Working hours of the installation staff must be certified weekly.

Acceptance

Acceptance is deemed complete once the service has entered the client’s sphere.

Payment

Payment Terms

50 % upon order confirmation, remainder within 30 days.

Partial Payments

Immediately due for partial invoices.

Deductions

No deductions allowed.

Obligations

Old debts are settled in chronological order.

Discounts

Discounts lapse in case of late payment.

Offsetting

Set-off not permitted.

Default

In case of default, LAMPYRINAE may: a) withhold performance and charge interest (8 % above base rate)
b) withdraw from the contract
c) charge dunning fees and legal costs

Protection of LAMPYRINAE’s Intellectual Property

Purpose of Use

Reports, opinions etc. may only be used for the agreed purposes.

Rights of Exploitation

All rights remain with LAMPYRINAE.

License of Use

Upon full payment, the client receives a non-exclusive internal license. Transfer only with written consent.

Use

Advertising use only with consent.

Confidentiality, Data Protection

Confidentiality

The client must maintain secrecy.

Data Protection

LAMPYRINAE may process personal data in accordance with GDPR. The client is responsible for providing necessary information obligations.

Warranty and Liability

Exclusion

No warranty for achievement of specific R&D goals.

Warranty Period

24 months from handover. No automatic burden of proof reversal.

Assertion

Defects must be reported within 8 days.

Burden of Proof

The client bears the burden of proof.

Remedy

At LAMPYRINAE’s discretion (repair, adjustment, replacement).

Warranty Work

Incidental costs borne by the client.

Limitation

In case of client specifications, liability is limited to execution.

Exclusion

Warranty excluded in cases such as: misuse, poor maintenance, foreign materials, wear and tear, unauthorized modifications.

Claim

Only valid after full payment.

Limitation

Claims expire after 2 years.

Third-Party Software

No liability for errors in third-party software.

Product Liability

Liability only as required by mandatory law.

Termination of the Contractual Relationship, Withdrawal from the Contract

Completion

Services are deemed complete with submission of final report/presentation.

Cancellation

Only with consent; cancellation fee 30 % or replacement order required.

Early Termination

LAMPYRINAE may terminate extraordinarily for important reasons.

Loyalty

No poaching of employees for 12 months after contract end, otherwise contractual penalty = annual salary.

Mistake

Rescission due to mistake or laesio enormis excluded.

Retention of Title

Ownership

Ownership remains with LAMPYRINAE until full payment.

Resale

Permitted only in ordinary course of business.

Assignment

Claims from resale are automatically assigned to LAMPYRINAE.

Sending of Emails

The client agrees to continue receiving newsletters by email even after contract termination.

Miscellaneous

Should individual provisions be invalid, the contract remains otherwise valid.