Terms of Sales

1. Preamble :

1.1 These general conditions are applicable, subject to the special conditions expressly agreed in writing between the parties.

1.2 These general conditions are available on the website www.azap.lu.

1.3 At the time of entering the site www.azap.lu and before placing an order, the buyer is deemed to have read, read and accepted these general conditions.

1.4 In the event that an offer comes directly from the seller, the buyer is deemed to have read, read and accepted these general conditions at the time of accepting the offer.

1.5 In these general conditions, the AZAP Company is referred to as the “Seller” or www.azap.lu while its co-contractor or customer is referred to as the “Buyer”. The brands represented by the seller are hereinafter referred to as “the brands” and the seller’s products are hereinafter referred to as “the products”.

1.6 These general conditions govern the relations between parties, to the exclusion of any other specific general conditions emanating from the buyer. Indeed, any general or specific conditions emanating from the buyer are in no way applicable to the seller.

2 Formation of the contract

2.1 The contract is deemed validly formed and the sale perfected when, after receipt of an order, the seller has confirmed the order in writing, by email (or by fax in the absence of a known email address).

2.2 The contract is also deemed validly formed and the sale perfected, from the moment the buyer has expressly accepted in writing, by email (or by fax in the absence of a known email address) the price offer proposed by the seller .

2.3 The agents, representatives of the seller, do not have signing authority and all contracts negotiated through them must, to be validly formed, be confirmed directly in writing by the body responsible for the seller to the buyer.

2.4 The products are deemed approved if no complaint has been made by the buyer no later than 1 week after receipt of the products. In the absence of acknowledgment of receipt from the seller, the latter will be presumed not to have been aware of the complaint.

2.5 A difference in delivered quantity of +/-10% must be considered acceptable by the buyer. Only the goods actually delivered will be invoiced by the seller.

2.6 In the event that, between confirmation of the order and invoicing, the buyer has exceeded his internal credit limit authorized by the seller: The seller reserves the right to modify the order or the payment terms previously agreed between parts. By credit limit, we mean the maximum order amount including VAT that the seller is authorized to deliver to the buyer without cash payment on his part, and this, within the framework of a regular commercial relationship. and continues between parties which therefore authorizes the buyer not to pay his invoices in cash.

2.7 Any new customer will by default have no right to a credit limit at least for the period of 1 year. The said conditions will take effect upon confirmation of the first order. Each customer file will be evaluated from one year to the next to see whether or not the buyer will be able to acquire a credit limit. Buyers who will be entitled to the credit limit are all buyers who have not been late with their payment conditions which have been indicated on the invoices.

2.8 For any new customer, the seller reserves the right for the first 3 orders that the buyer has ordered to demand payment of 100%. For all subsequent orders except special conditions, a delay of 8 days will be put into effect.

2.9 The seller reserves the right to ask the buyer to make a first payment by pro forma invoicing method.

2.10 For any order placed by a buyer who does not have his registered office or physical address in the territory of the Grand Duchy of Luxembourg, a Pro forma invoice will be issued to him after acceptance of the offer for the total amount of the offer. For orders where the quantity delivered is greater than the actual quantity ordered, or extraordinary costs which could not be calculated or were not known at the time

of the order confirmation, the seller will have the right to invoice the costs related to the order concerned. An increase of 10% depending on the initial total order quantity must be accepted by the buyer.

2.11 In this case, the seller will send a completed invoice including extraordinary costs to the buyer. Once only after payment of the invoice having received proof of payment from the buyer, then and only the said order can be shipped and delivered to the buyer.

2.12 For any quote that has been confirmed and for which the proof has also been accepted can no longer be canceled and will therefore be invoiced and owed by the buyer to the seller in full including an increase of 10% depending on the initial total order quantity.

3 Cancellation of order:

3.1 Case of a so-called “normal” order. A so-called “normal” order is defined as an order for products which are regularly in the www.azap.lu catalog or in clearance and which therefore does not require manufacturing by the seller to be able to deliver the order. In the event of cancellation of a so-called “normal” order during preparation, a lump sum of 10% on its amount, with a minimum of €100 will be due as lump sum compensation under conditions that the seller will not have. made no commitment to his partner. If, on the other hand, the seller has made a commitment with his service provider then the seller will have the right to invoice the entire quote accepted by the buyer.

3.2 Case of a so-called “special manufacturing” order: A so-called “special manufacturing” order is commonly defined as an order which requires manufacturing by the seller before delivery. So-called “specially made” orders cannot be canceled. In the event of cancellation, the entire price agreed between the parties will be automatically invoiced and owed by the buyer to the seller.

4 Tools and films:

4.1 The tools, impressions, dies, cutting shapes and molds will always remain the property of the seller after full payment of the item relating to the technical costs detailed in the invoice.

4.2 They can only be used for orders placed by the buyer and will be kept in the workshops of the seller or partners who therefore undertakes both to keep them and to assume the necessary maintenance costs for a period of 2 years from the last order. After this period, the seller grants himself the right to destroy the tools and films.

5 Plans and descriptive documents:

5.1 Weights, dimensions, capacities, prices and other data appearing in catalogs, websites, prospectuses, circulars, advertisements, e-mails, engravings, etc. are communicated for informational and approximate purposes and are in no way binding on the seller.

5.2 The seller is only bound by all the definitive data which is expressly found in the contract concluded between the parties, precisely in the order confirmation communicated by the seller.

5.3 For all sales including the support(s) which require(s) a model (logo adapted to the support) must be accepted by the buyer. In the event that the buyer does not inform the seller in detail of information such as: color code, format, font, type of decoration, the seller reserves the right to adapt and mark the support(s). (s) at best according to the information received by the buyer.

5.4 The data provided on the so-called ready-to-print models transmitted to the buyer may, if necessary, be adapted if necessary, including a tolerance of format, color code, size or even positioning must be accepted by the buyer without the need to consult the buyer and no such complaint will be accepted and will in no case cancel an order validated by the buyer.

6 Packaging:

6.1 In principle, the products are delivered in the packaging described in the catalog www.azap.lu.

6.2 In the event of a packaging out of stock, the seller may deliver its products in any other equivalent packaging.

6.3 The brands represented by the seller may require a change to the packaging policy of the products at any time.

6.4 products. The buyer accepts without reservation any possible modification of the packaging according to the requirements of the brands.

7 Shipments and transfer of risk:

7.1 If the order(s) is/are collected directly by the customer from the seller's offices or warehouse, 7.2 The customer assumes the burden of risk as soon as he comes into possession of the order(s).

7.3 If the buyer takes care of the transport of the order(s) using his own carrier; transport is then carried out at the customer's own risk. In this case, the carrier provides the seller with a transport manifest of the CMR/Delivery note type. By means of this manifest, the carrier certifies and controls the quantity and condition of the boxes received. No claim on the quantity of boxes delivered or on damage suffered during transport may be made by the buyer upon receipt of the goods.

7.4 If the seller is responsible for shipping the order(s), the seller is then responsible for the goods until receipt of the order(s) by the customer at the place indicated by him. The transfer of risks then occurs at the time of receipt of the goods by the customer. No complaint can be made by the buyer if he has not expressed a reservation at the time of receipt. If the buyer

does not receive the goods where they are made available by the seller, the responsibility for risks falls on the buyer upon arrival at the intended destination.

7.5 In all cases, the seller can never be held responsible if the goods perish or even deteriorate during transport due to a case of force majeure, or any extraordinary and unforeseeable circumstances, on which the seller has no influence and the consequences of which could not be avoided even by taking all possible precautionary measures. By way of example and in a non-exhaustive manner, it is appropriate to consider as force majeure the blocking of means of transport, earthquake, fires, storms, flooding, lightning, the shutdown of telecommunications networks, etc.

7.6 The price of transport in Luxembourg is always the responsibility of the buyer, unless the order is sent under Franco Luxembourg conditions and if the order, or more precisely the amount of the order(s) sent ( s) in one go and not at the price of the order. The FRANCO Luxembourg conditions therefore only cover one shipment per order(s). In the event of multiple shipments for a single order whose threshold exceeds €500 excluding VAT (excluding technical costs, express transport costs or additional costs), the shipments will be invoiced by the seller to the buyer.

7.7 By import transport costs, goods arriving outside the territory of the Grand Duchy of Luxembourg will always be applied and will be indicated on the order or/and may be applied later once the order is delivered. The mention Ex-Factory will be mentioned on the offer and order confirmation in the event that delivery costs cannot be indicated either due to lack of exact weight information or/and express shipping necessary in order to be able to respect the delivery date indicated and imposed by the buyer.

8 Manufacturing times & Transport times:

8.1 Manufacturing times are given as an indication. The manufacturing time is understood as the time which elapses between confirmation of the order until the products leave the seller's offices. The manufacturing time communicated by the seller therefore never includes the transport time, customs or any other time relating to the delivery of the goods whether carried out by the seller or the buyer.

8.2 The manufacturing time may be extended if the buyer does not communicate all the necessary elements such as (logo, font, text content, item size, delivery address) for the proper execution of the order on time or if the The buyer does not respect his contractual commitments, in particular the payment of the price.

8.3 In the absence of express stipulation by the buyer of a mandatory deadline to be respected and expressly accepted by the seller, any possible delay in the manufacturing time can never give rise to the termination of the order or to any request for compensation.

8.4 If the buyer fails to sign the proof of printing (model of the support with logo) within the stipulated time, the deadline imposed by

8.5 the buyer will be declared void until the buyer has signed the proof.

8.6 Any delay in the transport time can never give rise to the termination of the order or a request for any compensation.

9 Warranty:

9.1 The seller offers a 1-year warranty for electrical appliances from the date of dispatch of the goods on all products in its catalog and/or on the conditions that the seller's partners offer it.

9.2 Only products returned to AZAP! in their original packaging with a precise description of the problem may be subject to a warranty return.

9.3 For activation of the guarantee, the buyer must open a file with the AZAP service, by sending his complaint by e-mail to the address: sav@azap.lu indicating the order number and explaining the problem. If the file is not opened with the after-sales service, the warranty will not apply. The warranty does not apply in the following cases where products have been altered by the buyer or his customer (marking, modification of the original product,

9.4 products that have been damaged during abnormal use of the product (fall, forcing of a mechanism, etc.)

9.5 Watch windows. Batteries and batteries of the products. The nib blocks of fountain pens.

9.6 Product cartridges and consumables (cartridges, paper pads, etc.)

9.7 In order to complete and follow up on the file, if the seller deems it necessary, it will be imperative to send proof (photos, videos) in order to be able to note the defect(s) of the support in question.

9.8 The guarantee can never cover additional costs incurred by the buyer for the distribution of the product

uit. For example, if the buyer incurs costs for the distribution of the products, the marking of the products are deemed to have been checked and validated by the buyer at the time of receipt of the order prior to any processing or handling (sending , marking or other).

10 Reservation of title clause:

10.1 The goods remain the property of the seller until full payment of the price of the goods by the buyer.

11 Payments:

11.1 Payments are made in EURO or in the currency expressly stipulated in the contract, net at our address and without discount, unless agreed by the seller.

11.2 Invoices are validly sent by email. By accepting these general conditions, the buyer accepts that invoices will be validly communicated to him by email.

11.3 Invoices are payable on the due date mentioned in the invoice. Any delay in payment of invoices will automatically result in a fixed compensation of 15% with a minimum of €250 and interest of 12% per year from the invoice date.

11.4 All taxes, current or future, of whatever nature, are the responsibility of the buyer.

11.5 If the buyer has provided incorrect information on the final destination of the goods or on its VAT registration leading to a VAT rectification on the part of the seller, he will have to pay the full VAT as well as all the penalties claimed in the seller by his tax or VAT administration.

11.6 Invoices are deemed accepted if no protest has been made by the buyer by email with acknowledgment of receipt from the seller within eight days of receipt. In the absence of acknowledgment of receipt from the seller, the latter will be presumed not to have been aware of the protest.

11.7 All costs resulting from the refusal of a direct debit, the non-acceptance of a draft, or a refusal by the seller's bank of the buyer's means of payment will result in the automatic re-invoicing of these costs. to the buyer.

11.8 For all custom orders, a deposit of 50% of the total amount will be invoiced to the buyer. A pro forma invoice will then be sent to the buyer.

11.9 All sample requests will be charged to the buyer. The price charged will correspond to the unit price of the lowest tranche which will be displayed in the catalog or on www.shop.azap.lu including additional costs (transport, handling, VAT)

12 Skills attribution clause:

12.1 In the event of disputes or litigation relating to the validity, interpretation, execution or any other issue of the contract concluded between the parties, the courts of the Grand Duchy of Luxembourg have exclusive jurisdiction.

12.2 Luxembourg law applies, unless the parties expressly stipulate otherwise in writing.

13 Nullity of a clause:

13.1 The nullity of a clause herein will not affect the validity and will not result in the nullity of the other clauses herein.