GENERAL TERMS OF SALE

GROSBUSCH S.A

GENERAL TERMS OF SALE

Date of application: 01 January 2025

Article 1. PURPOSE

The purpose of these general terms of sale (hereinafter referred to as the “GTS”) is to define the terms and mutual obligations between GROSBUSCH S.A. (hereinafter referred to as “Grosbusch”) and its customers.

Article 2. SCOPE AND OPPOSABILITY:

The GTS apply without any restriction or reservation to all orders, sales contracts and services concluded by Grosbusch.

Consequently, the fact of ordering implies full and unreserved acceptance of the GTS by the customer.

No special conditions or other general terms and conditions of the customer shall prevail over these GTS without the express agreement of Grosbusch.

The fact that Grosbusch does not invoke at any time any stipulation of the GTS, cannot be interpreted as a waiver to rely on any of the GTS later.

These GTS apply from the order and until delivery of all products marketed and services provided by Grosbusch as well as to any customer complaints or disputes in connection with an order and/ or delivery.

Article 3. ORDERS:

To be valid, any order must comply with the provisions of these GTS.

The customer acknowledges having read fully and completely the GTS at the time of the order.

3.1 General Order Terms:

All orders should preferably be sent to Grosbusch by EDI, and if necessary, refer to the specifications of goods and logistic conditions. If no EDI transmission is available, the order can be transmitted with our Webshop, by mail or by phone.

Orders that meet the following cumulative conditions will be considered as compliant:

If the order received complies with these cumulative conditions, and that the Customer is up to date of its obligations towards Grosbusch, the order is considered firm and final and the contract of sale will be deemed validly formed, subject to the order not being rejected on the basis of the reasons provided below. An order confirmation will then be issued by Grosbusch.

Any changes to the above-mentioned customer information must be communicated to Grosbusch immediately.

Each product request is subject to the acceptance of Grosbusch which reserves the right to reject any order due to insufficient stock, incomplete customer information, or for any other legal reason.

3.2 Modification and cancellation of order:

Any modification or cancellation of an order cannot take place without the prior and express agreement of Grosbusch, and must be the subject of a written request from the Customer at least 1 working day before the delivery date.

In all cases, the Customer must make his request for cancellation or modification to the e-mail address of the service concerned:

In case of receipt of the request for cancellation of order within the time mentioned above, Grosbusch will confirm the cancellation as soon as possible to the Customer.

In the event of a request for a change to an order, Grosbusch will promptly send the acceptance of the order change and, if applicable, the conditions for such a change, particularly with regard to price and delivery time, to the Customer.

3.3 Free Port :

The amount of free port for each delivery is fixed at:

If the amount of the free shipping fee is not reached, a flat-rate additional cost for preparation and transport will be charged by Grosbusch to the customer.

Article 4. PRICE

The price of Grosbusch products is set by the rates in force on the day of registration of the order, unless otherwise agreed in writing.

Prices of goods and services are indicated in euros, excluding taxes other than VAT, all customs duties, levies, royalties or contributions as well as any costs or charges, such as delivery costs.

All orders are payable in euros.

For an order made in A for B, the products will be invoiced based on the rates in force on the day of registration of the order and until delivery.

For any other order beyond A to B, Grosbusch reserves the right to adjust its prices at any time. Such an adaptation will be made according to the variations of the price of the products from the suppliers of Grosbusch.

Article 5. PRODUCTS

The availability of products is indicated on the webshop for information purposes. It becomes final only from the confirmation of the order. The unavailability of a product during delivery may not be blamed on Grosbusch, if the customer has been informed beforehand.

Grosbusch guarantees the quality and freshness of its products only if the customer complies with the conditions for storage.

Article 6. DELIVERY

Grosbusch undertakes to deliver the products ordered by the customer in case of acceptance of an order. The customer undertakes to ensure the receipt and storage of products by an authorized person on the agreed dates and time slots. If the waiting time for trucks exceeds 30 minutes, Grosbusch reserves the right to charge the waiting time at an amount corresponding to the hourly rate of the minimum qualified wage in Luxembourg, as in force at the time of delivery, with a minimum of one hour charged for delay.

The Customer or the person authorized to receive the goods undertakes to sign the delivery note presented by the deliverer.

Any delays in delivery within the agreed time range do not give the buyer the right to claim damages.

In case of absence of the Customer at the time of delivery, the deliverer will deliver the goods to the address indicated by the Customer at the time of order.

The customer is solely responsible for the choice of products and their storage from the time of delivery.

Article 7. RESERVATION UPON RECEIPT OF PRODUCTS

The products are perishable, the customer must check and accept the goods upon delivery. A delivery note must then be signed and given to the deliverer; this signature is valid for acceptance of the goods.

The customer shall only make reservations when delivering the products in case of non-compliant delivery to the order. He must then refuse the items concerned to the deliverer, explaining the reasons on the document provided for this purpose.

Otherwise, the products will be deemed to be in conformity, free of any apparent defect and no claim can be validly accepted by Grosbusch.

In the event of absence of the customer or a person who can receive the products at the time of delivery, no claim may be validly accepted by Grosbusch.

Article 8. PAYMENT

All invoices for goods are issued upon delivery of the products and are payable within 7 days from their date of issue, in euros, unless otherwise agreed.

Invoices are paid by bank transfer only and are considered as paid when credited to the Grosbusch bank account.

In the event of late payment, late interest at the rate applicable to commercial transactions as set by the amended law of 18 April 2004 on payment deadlines and late interest will be payable automatically and without prior notice by the customer.  In this case, Grosbusch also reserves the right to change the payment terms for future orders.  In case of non-payment made at the due date, a lump sum of 40 euros for internal recovery costs will be charged unless these actual costs exceed the lump sum.

Article 9. TRANSFER OF OWNERSHIP/ TRANSFER OF RISK

The transfer of ownership of the products from Grosbusch to the customer shall only take effect after full payment of the price by the customer.  In the event of a bankruptcy, this clause constitutes a retention of title clause within the meaning of article 567-1 of the French Commercial Code. 

Grosbusch insures the risk of loss and deterioration of the products until delivery of the said products to the customer. The transfer of risk is therefore made from the moment when the customer has received the products. In the event of absence of the customer at the time of delivery of the product, the transfer of risk is made from the deposit of the products to the address indicated by the customer, as provided for in article 6 of the GTS.

Article 10. SUPPLIER LIABILITY/ WARRANTY

The products delivered by Grosbusch are guaranteed in accordance with the legal provisions against any hidden defect resulting from a material, design or manufacturing defect affecting the products delivered and making them unsuitable for their use.

Any warranty is excluded in case of improper handling, storage or use by the customer.

The same applies in case of normal wear and tear or force majeure.

Events of force majeure are those that are unpredictable, irresistible and external and make it impossible to absolutely execute the contract of sale in the conditions provided. Constitute cases of force majeure, in particular, without this list being exhaustive: war, act of terrorism, natural disaster, exceptional climatic event, embargo, epizootic, epidemic, pandemic, disruption of the supply of raw materials and any event likely to hinder the smooth running of the company, such as strikes, lockouts, full or partial unemployment, any government decision, any administrative or governmental authority, or food safety bodies, any regulatory or legal provision prohibiting the marketing of products, any interruption in the supply of energy, any accident or fire, any interruption or delay in transport, or any event resulting in total impossibility for Grosbusch to be supplied or to deliver its customers. All these events of force majeure constitute a cause for suspension or termination of the obligations of Grosbusch.

Grosbusch shall not be held liable for the non-performance of the contract concluded in case of occurrence of any of the above-mentioned events.

Except in the case of malice or gross negligence, Grosbusch’s liability towards the Customer shall be limited to the amount of the order.

Grosbusch will not be liable for any loss of profit, loss of chance or indirect or consequential damage.

Article 11. INVALIDITY/ DIVISIBILITY

If any of these GTS is declared void, unenforceable or invalid for any reason, this invalidity, inapplicability or inapplicability shall not affect the application or validity of the other provisions of the GTS.

In such a case, the customer and Grosbusch undertake to negotiate immediately and in good faith a valid clause whose spirit is as close as possible to the null, unenforceable or invalid stipulation.

Article 12. PERSONAL DATA

Grosbusch, as the data controller, collects and processes personal data of persons who work for or represent its customers in the context of the management of this contractual and commercial relationship. Grosbusch undertakes to treat the personal data of these persons with the greatest possible care, in accordance with the applicable regulations on the protection of personal data.

The customer is informed that Grosbusch processes such personal data in accordance with its privacy policy, accessible on its website (the «Privacy Policy»).

The customer agrees to read and communicate the Privacy Policy to all persons whose personal data are communicated to Grosbusch under this commercial relationship (including, but not limited to, employees or representatives of the customer, responsible for receiving commercial offers, placing orders and receiving or settling invoices or disputes).

The customer also undertakes to process personal data communicated by the Grosbusch teams to the customer in accordance with the applicable regulations on the protection of personal data, as long as the customer acts as a separate controller.

Article 13. APPLICABLE LAW AND COMPETENT COURTS

These GTS and all sales and service contracts concluded by Grosbusch are governed exclusively by Luxembourg law.

Only the Luxembourg courts shall have jurisdictions for all disputes or disputes in connection with sales and services concluded by Grosbusch, without prejudice to Grosbusch’s ability to bring the dispute before any other courts that may be competent.