Article 1

These general conditions apply to all agreements concluded between DCIT LUXEMBOURG Sàrl or its subsidiaries established in the Grand Duchy of Luxembourg (hereinafter, "DCIT") and its clients (hereinafter, the "Client"), as well that, in general, to all of their business relationships. Where applicable, they are supplemented by special conditions.
Our general and specific conditions can only be modified by express written agreement between the parties. They are deemed to be accepted by the Customer by the sole fact of placing the order, even in the event that they are in contradiction with its own general or specific conditions. These last only bind us if they have been expressly accepted in writing. Our agreement can in no case be presumed from the circumstance that we have accepted the contract without protesting against the stipulations which refer to the general or special conditions or to other similar provisions of the Client.

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Article 2

Prior to signing the agreement, the Client will provide himself with all the necessary advice and will ensure that the hardware, software and / or services he intends to order correspond to his needs and to the use that he intends to order. he discounts it. We do not assume any responsibility for an error of choice or assessment of the Customer.

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Article 3

Any order from the Customer is binding on the latter. The collaborators, sales representatives, agents or intermediaries of the Client are irrefutably presumed to have the mandate required to engage the latter with regard to us. Any order for which the invoice is sent to a third party at the request of the ordering party, makes the ordering party and the third party jointly responsible for the performance of all the obligations provided for by the general and specific conditions.
Our employees, sales representatives, agents and intermediaries have no power to engage us. The offers, order forms and order confirmations signed at their intervention only commit us after written ratification by an administrator or a director duly authorized for this purpose, except in the case where they have already been the subject of a commencement of delivery or service. We reserve the right either to renounce an order which has not been the subject of such ratification or to ratify such an order at any time.

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Article 4

The prices appearing on our prices, offers and order confirmations are purely indicative and can be modified by us without notice as long as the contract has not been concluded.
In the event that the price of the products delivered or of the services provided by a third party is increased after the conclusion of the contract, we will have the option of passing on this increase in the price of the contract by notification sent to the Customer by registered mail. This repercussion will be presumed to have been accepted by the customer five working days after the notification has been sent, unless they object to it sent within this period by registered mail. If the Customer does not agree, we will have the option of unilaterally renouncing the contract by simple notification by registered mail, without compensation.
All our prices are net excluding VAT from our operating headquarters, plus taxes and fees. The products travel at the risk and peril of the Customer, even in the event of sale or free delivery.

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Article 5

We are only bound to deliver the products and provide the services explicitly specified in the order confirmation or the signed contract. All other products and services will be charged to the Customer at the rates in force, available on request. 
The provision of services only creates obligations of means on our part, to the express exclusion of any obligation of result.
The duration of the service provision contracts is fixed in the special conditions. In the absence of written notice within the time limits provided for in the special conditions, the contracts are tacitly renewed.

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Article 6

Unless expressly agreed in writing to the contrary, the deadlines are given for information only and are not binding. A delay in the delivery or the service can in no case give rise to the cancellation of an order or to any compensation, except willful fault on our part.
We expressly reserve the right to make partial deliveries constituting as many partial sales. Under no circumstances can such partial delivery justify the refusal of payment for the products delivered.
When circumstances make it impossible to perform the delivery or service - in particular in all cases of force majeure such as strike, lockout, accident, bad weather, blockade, import or export prohibition, cessation of production or delivery by the manufacturer, etc. -, we expressly reserve the right to deliver products equivalent to those specified in the order or to terminate our commitments to the Customer, all without compensation.

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Article 7

In the event that the delivered products are damaged or incomplete, in the event of an error or any other lack of conformity, the Customer is required to refuse the products or to accept them only with a written reservation. Any complaint relating to the delivered products must reach us in writing within five working days of receipt, referring to the number of the dispatch note. At the end of this period, the product will be deemed to be definitively approved by the Customer and no complaint will be taken into consideration. No return of products will be accepted without our prior written consent. Only products in good condition and in their original packaging may be returned.
Any complaint relating to the services provided must reach us in writing within five working days of the date of the service. At the end of this period, the service will be deemed to be definitively approved by the Customer and no complaint will be taken into consideration.

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Article 8

The termination option of article 1794 of the Civil Code is not applicable to our contracts.
The down payments made by the Customer are to be counted on the price of the order. They constitute the beginning of execution of the contract and not a deposit, the abandonment of which would authorize the Customer to release himself from his obligations.
All invoices are payable in cash, net and without discount, at our head office. Without prejudice to article 10, the delivered products remain our property until full payment of the principal amount and all its accessories. As long as the aforementioned payment has not been made in full, the Customer expressly refrains from disposing of the delivered products, and in particular transferring ownership, pledging them or assigning them to any security or privilege whatsoever. . As far as necessary, the preceding clause is deemed to be repeated prior to each delivery. The Customer also undertakes to notify us without delay by registered mail of any seizure made by a third party.
Any complaint relating to an invoice, other than those provided for in article 7, must be sent to us by registered mail within five working days of receipt, which is presumed to be made within three working days of the date indicated by the bill. At the end of this period, no more complaints will be admissible. A complaint can in no case justify a suspension of payment.
In the absence of payment of all or part of an invoice, the amount remaining due will be increased automatically and without formal notice by an interest of 12% per year, any month started being due. In addition, any unpaid invoice on its due date will be increased automatically and without formal notice by a fixed and irreducible compensation of 15% with a minimum of EUR 125.00. Finally, the failure to pay an invoice when it is due, the protest of an unacceptable bill, any request for amicable or judicial composition, suspension of payment, or any other fact that may involve the insolvency of the Client, entail full right and without formal notice forfeiture of the term for all open invoices. In addition, these situations give us the right to suspend all of our obligations without prior formality and to terminate all or part of the contracts in progress without any formality other than notification by registered mail and without compensation.

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Article 9

The warranty relating to the products sold is limited to that granted by the manufacturer, well known to the Customer or about which the Customer is supposed to have fully informed himself before entering into the contract, and, where applicable, to the extension program of guarantee concluded by special agreement. In particular, it does not cover the consequences of the following cases: insufficiency or failure of the hardware, software, telecom, electrical environment, etc .; consumables and normal wear of parts; addition or connection of hardware or software not included in the contract; modification of the delivered products made without our prior written consent; all cases of force majeure and de facto prince, etc. 
The guarantee is limited in all cases to the repair or outright exchange of defective products - the choice between repair and exchange being at our sole discretion -, to the express exclusion of any compensation generally whatsoever towards the Customer or third parties, except in the event of willful misconduct on our part. Telecoms costs are the responsibility of the Customer.
We do not guarantee in any way the ability of any hardware or software to respond to a particular problem or specific to the Customer's activity. In addition, any defect not known to us which could affect the software is not covered by the warranty. The granting of the guarantee supposes that the delivered products are used with due care, according to the conditions of the offer or under the normal conditions of use mentioned in the catalogs, notices and manuals made available to the Customer.
The Customer undertakes to maintain the software delivered at the best revision level, the cost of acquiring new versions being borne by him.

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Article 10

The software delivered remains the exclusive property of the manufacturer. We only grant the Customer non-exclusive use licenses authorizing the use of a program on one machine at a time.
The Customer is required to scrupulously respect the confidentiality of the software delivered. He may not, in any form whatsoever, dispose of his licenses, pledge them, alienate them, communicate them or lend them against payment or free of charge. He refrains from counterfeiting the delivered software, allowing counterfeiting or promoting it in any way whatsoever.

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Article 11

Under no circumstances can our contractual or extra-contractual liability be incurred due to damage caused to persons and property other than the products delivered or the products which are the subject of our service. We are not liable for any compensation towards the Customer or third parties for indirect damages, except if they are the result of willful misconduct on our part. In particular, indirect damages are considered to be any loss or deterioration of data, loss of profit, loss of customers, etc. It is therefore the Customer's responsibility to regularly make - and in any event, before any technical intervention - backup copies of their operating systems, applications and data.
In any event, if our liability was established for culpable breach of the contract, the total amount of compensation to which we could be required will not exceed the price excluding VAT of the damaged product delivered or of the equipment directly damaged by our service. services.
No action by the Client, for any reason whatsoever, may be brought against us more than one year after the occurrence of the fact on which it is based.

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Article 12

Throughout the duration of any service provision contract and for a period of six months following its term, the Customer refrains from any attempt to hire or directly or indirectly hire one of our employees, on pain of paying us a irreducible compensation of EUR 30,000.00 per employee concerned, without prejudice to our right to claim compensation for greater damage, if applicable.

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Article 13

The invalidity of any clause or part of a clause of these conditions will not affect the other clauses or parts of clauses and the clause or part of a clause concerned will be replaced as far as possible by a valid provision of equivalent effect.
This contract is exclusively governed by Luxembourg law. Any dispute relating to its interpretation, execution and termination is the exclusive jurisdiction of the courts of Luxembourg.

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