"We can't change the wind, but we can set the sails differently." (Aristotle)

General Terms and Conditions of Business

of RE-Valuation SARL-S
Status 11/2021

1. General

These general terms and conditions of business apply exclusively unless they are modified by explicit written agreement between the parties. Any conditions or provisions of the client that change the contract are contradicted; they only become effective towards RE-Valuation SARL-S if RE-Valuation SARL-S agrees to these changes in writing.

2. Offers, orders

Unless otherwise stated, offers are always non-binding and subject to change. Orders of the client become binding for RE-Valuation SARL-S only by written confirmation. Documents, illustrations, drawings, and similar information belonging to an offer are only to be understood as approximate values, unless they are expressly designated as binding.

The contract for the preparation of an expert opinion, the determination of a discount rate or any written elaboration is a contract for services.

The client's order is a binding offer. RE-Valuation SARL-S can accept this offer within two weeks by sending an order confirmation.

The client is responsible for the accuracy of the order, and the client is responsible for providing RE-Valuation SARL-S with all necessary information regarding the ordered work or equipment within a reasonable period so that the order can be executed in accordance with the contract. Furthermore, the client shall not be exempt from making sure by his own examination of the suitability of the work for the purpose intended by him.

RE-Valuation SARL-S reserves the property rights, copyrights, and other industrial property rights as well as the ‘know-how’ of all offer documents; they may only be made accessible to third parties with the consent of RE-Valuation SARL-S and may only be used by the client in accordance with the contract.

3. Prices

Prices are quoted in Euros. The legal value added tax is shown separately in the invoice in the respective legal amount on the day of invoicing and is paid by the customer.

RE-Valuation SARL-S reserves the right to adjust the prices accordingly if cost increases occur between the conclusion of the contract and the completion of the object of purchase. These cost changes will be proven to the client upon request.

4. Payment

Unless otherwise stated in the order confirmation, the purchase price is due for payment without deduction within 30 days of the invoice date.

Payments shall only be made by bank transfer to the account indicated on the invoice.
If a client is in default of payment, RE-Valuation SARL-S is entitled to charge interest on arrears at a rate of 4% above the current discount rate of the European Central Bank per annum. RE-Valuation SARL-S is also entitled to claim a higher damage caused by default.

The client may only offset against the claims with undisputed or legally established claims. The client only has a right of retention if his counterclaim is based on the same contractual relationship and is undisputed or has been legally established, or if RE-Valuation SARL-S has grossly violated its obligations from the same contractual relationship. However, the customer's right to withhold an appropriate part of the purchase price due to deficiencies in performance shall remain unaffected.

5. Delivery

Delivery times stated by RE-Valuation SARL-S are only approximate and non-binding unless an explicit written agreement to the contrary has been finalised.

Compliance with the delivery period requires the fulfilment of the customer's contractual obligations. The delivery period begins with the dispatch of the order confirmation, but not before all details of the execution have been clarified, the documents, approvals, and releases to be procured by the customer have been submitted, agreed payments have been received and other conditions for the smooth processing of the order agreed in individual contracts have been met. Otherwise, the delivery period shall be extended accordingly, this shall not apply if we are responsible for the delay.

If the delivery is delayed due to the occurrence of unforeseeable and/or unusual circumstances on the part of RE-Valuation SARL-S (force majeure), which could not be averted despite reasonable care, the delivery period shall be extended accordingly.

If RE-Valuation SARL-S is responsible for a delay in delivery and if the client suffers damage as a result, the client can demand compensation of 0.5% for each full week of the delay, in total but not exceeding 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract because of the delay.

If the client does not accept or violates other obligations to cooperate, RE-Valuation SARL-S is entitled to demand compensation for the damages incurred, including any additional expenses.

Partial deliveries are permissible unless these are unreasonable for the client.

6. Liability for material and work flaws

Within the scope of the following paragraphs, RE-Valuation SARL-S guarantees that the work is free of flaws according to the state of the art.

The client must inspect the work immediately after delivery and, if a defect is found, must expressly notify RE-Valuation SARL-S of this flaw in writing within two weeks after acceptance of the work. If the client fails to notify RE-Valuation SARL-S of a flaw, the work shall be deemed to have been accepted, unless the defect was not recognisable during the inspection. If such a flaw becomes apparent later, the notice of flaw must be given in writing and must expressly state the flaw within one week of the flaw becoming apparent; otherwise, the work shall be deemed to have been approved also in view of this flaw.
The customer's liability for flaws shall be subject to the condition that the customer has duly complied with the inspection and notification obligations incumbent upon it in due time.

RE-Valuation SARL-S is obliged to provide subsequent performance in the form of rectification of flaws in the contractually owed work, insofar as a flaw exists. If the subsequent performance fails, the client is entitled to withdraw from the contract or to demand a reduction.

7. Compensation for damages

Claims for damages by the client - also of a non-contractual nature - are excluded in the event of a slightly negligent breach of duty by RE-Valuation SARL-S, its legal representatives, and other vicarious agents (appraisers).

RE-Valuation SARL-S is only liable for indirect damages, as well as for damages that were not foreseeable at the time of the conclusion of the contract, if there is gross negligence on its part, a fault on the part of its legal representatives or other vicarious agents (appraisers).

8. Acceptance

The client is obliged to accept the work as soon as he has been notified of its completion. If the work proves not to be in accordance with the contract, RE-Valuation SARL-S is obliged to remove the flaw. This does not apply if the flaw is insignificant for the client's interests. If there is a non-essential flaw, the client cannot refuse acceptance.

9. Reservation of proprietary rights

The work only becomes the property of the client when he has fulfilled all his obligations from the business relationship with RE-Valuation SARL-S, including ancillary claims and claims for damages. The retention of title also remains in force if individual claims are included by RE-Valuation SARL-S in a current account and the balance is balanced and recognised.

RE-Valuation SARL-S is entitled to demand the return of the work from the client without granting a period of grace and without withdrawal from the contract, if the client is in default with the fulfilment of his obligations towards RE-Valuation SARL-S. The withdrawal of the work only constitutes a withdrawal from the contract if we expressly declare this in writing. The taking back of the work shall only constitute a withdrawal from the contract if we expressly declare this in writing.

10. Applicable law, performance of clauses etc.

Luxembourg law shall apply.

Place of jurisdiction

The place of jurisdiction is the registered office of RE-Valuation SARL-S.