General conditions of purchase

General conditions of purchases applicable to the suppliers of the LIH.

ARTICLE 1- SCOPE

The purpose of these general terms and conditions is to determine the conditions applicable to the commercial relations between the Luxembourg Institute of Health (hereunder referred to as "LIH"), on the one hand, and the suppliers (hereunder referred to as "the Supplier") on the other hand.

These general terms and conditions are essential to the conclusion of the agreement on the part of the LIH.

By accepting the purchase orders or a purchase agreement, the Supplier fully agrees to these general conditions of purchase. These conditions are applicable, regardless of the ordering method (computerized connection, email, fax, mail, etc.) and even if the purchase order does not specify these general terms and conditions.

The general terms and conditions as published on the : https://www.lih.lu/page/general-conditions-of-  purchase#scrollTop=0 website can be subject to unilateral adaptations by the LIH. These modified general terms and conditions will be automatically applicable to the contractual relations between the parties in case of absence of a written protest from the Supplier within 48 hours of the communication of the new terms and conditions, whether by mail, by fax or by email.

The Supplier thus expressly waives all the clauses or conditions that are different or conflicting with them, regardless of the wording of his own clauses or conditions in this matter, unless the Management of the LIH has given its prior written consent.

Any subsequent order made orally, by phone, by computer, by fax or any other way is and continues to be governed exclusively by our general conditions of purchase, even if the documents or invoices issued by the Supplier on this occasion contain other general terms and conditions.

In the event of a refusal to apply these general terms and conditions to an order or a purchase agreement, the LIH is entitled to suspend unilaterally any order until an agreement is reached on the applicable terms.

ARTICLE 2- PRICE

The prices, including all the discounts of all types, will be determined by joint agreement.

Any price change will have to be justified by economic and objective factors and put forward by registered letter with acknowledgment of receipt addressed to the LIH at least four weeks before its entry into force.

No price increase will be accepted after the placement of orders for all products that require order placement 3 to 12 months beforehand.
 
Subject to the application of the above provisions, the prices mentioned on the purchase order of the LIH are fixed and shall not be revised. For the goods deliveries, the prices shall refer to the goods delivered at the specified place of delivery, free of charge, after deduction of duties and taxes.

ARTICLE 3-INVOICING AND METHODS OF PAYMENT

Any invoice shall be addressed by mail and must specify the date, the order number and the laboratory concerned. The invoices shall be sent by post to the following address:

Service Comptabilité
Luxembourg Institute of Health 1 A-B Rue Thomas Edison
L-1445 Strassen Luxembourg

It is expressly agreed between the parties that all the invoices of the Supplier are payable within 30 days from the end of the month upon receipt of the invoice (or the delivery, if the invoice arrives before the order is received) by bank transfer to the account of the Supplier.

In order to ensure secure payments, the invoices shall be exclusively paid to the benefit of the Supplier as indicated on the invoice or the contract related to the service.

In no case may the LIH be held jointly and severally liable to pay the invoices issued by the Supplier's subcontractors and carriers. This matter is governed solely by Luxembourgish laws, in accordance with Article 13 hereunder.

ARTICLE 4-DELIVERY TIMES

The Supplier shall respect delivery times. The Supplier undertakes to deliver the ordered quantities and to respect the delivery dates, times and conditions specified at the time of ordering.

Delivery hours are as follows:

Monday to Friday, from 8:00 to 12:00 AM and from 1:00 to 5:00 PM except on official holidays. The LIH shall not accept deliveries outside these hours.

The places of delivery specified on the purchase order shall be respected. In case of non-compliance with one of these conditions, the LIH reserves the right either to cancel the order, to return the goods at the expense of the consignor or to refuse all or part of the delivery, without the Supplier having any claim to compensation. The costs for return and take-back of the goods shall be at the expense of the Supplier.

Delivery free of payment: the Supplier will make sure that the carrier he appoints is able to deliver the goods in the same conditions and to respect the day and time of the appointment, while respecting the transport legislation. The unloading shall be done by the carrier. The Supplier shall remain responsible for the adherence to the agreed deadlines by his carrier and the compliance with the conditions necessary to guarantee the quality of the delivered product. Late delivery:
 
If the delivery is more than one day late, administrative and logistic costs of up to €
100  exclusive of tax shall automatically be payable by the Supplier, regardless of the expected quantity that is delivered late. This amount shall be imposed for each day's delay and shall be deducted from the sums invoiced.

The total amounts due under the preceding paragraph shall not exceed 20% of the total value of the order exclusive of tax.

The LIH moreover reserves the right to claim full compensation for the prejudice suffered.

ARTICLE 5-CONDITIONS OF DELIVERY

The Supplier shall be responsible for any loss or damage during transport, including those caused by the carrier. Until their arrival, the goods are transported at the Supplier's own risk.

Any good shall, on penalty of refusal, be accompanied by a detailed delivery slip specifying the order number. It shall also be accompanied by any mandatory document for legal declarations, such as excise documents, certificates of conformity, traceability documents, etc.

The receipt of the goods and the signature on the receipt slip shall only serve for accounting purposes and load indications.

In no case do they cover the quality of products, their conservation or defects, whether they are latent or apparent.

ARTICLE 6-ACCEPTANCE - TIME LIMIT FOR CONTESTING

The delivered goods shall comply in every respect with the order as far as the quality (approved sample) and the quantity are concerned. The goods shall be accepted after verification at the place of delivery specified on the order.

Within 30 days of delivery:

•    The goods which are defective shall be repaired or replaced, as determined by Supplier, at Supplier’s sole cost and expense.  
•    The goods which are different from or in addition to those specified in the order shall be replaced or corrected, as determined by Supplier, at Supplier’s sole cost and expense.
•    Any breach, non-compliance, discrepancy, breakage, etc. notified either on the receipt slip, in writing, by fax or by electronic means within the deadlines specified above and uncontested by the Supplier within three days shall be automatically deducted from the amount of the invoice.

The main grounds for refusal of goods include, but are not limited to, the following:

•    Failure to comply with the delivery dates, times and conditions specified at the time of ordering;
•    Non-scientific nature or use of the products;
•    Failure to comply with the components of the order;Failure to comply with the time limits for use or the time limits for optimum use, indicated on all or part of the delivered products, in accordance with the Supplier's commitments.

 ARTICLE 7-RETURN OF GOODS

The goods which do not comply with the Supplier’s specifications during the detailed verification process shall be repaired or replaced, as determined by the Supplier, at the Supplier’s sole cost and expense.  If the Supplier is unable to repair or replace such goods during the detailed verification process, as determined by the Supplier, the goods may be returned to the Supplier at his expense, regardless of the signature and notes specified on the order receipt or the delivery note.

In case of discrepancy of the identity of goods ordered versus goods delivered LIH shall notify the Supplier either on the receipt slip or in writing within the time limit referred to in Article 6 and uncontested by the Supplier within three days. Supplier shall resolve the discrepancy at the Supplier’s sole cost and expense.  If Supplier is not able to resolve the discrepancy, LIH reserve the right to return articles to the Supplier. These returned articles shall be automatically deducted from the amount of the invoices.

ARTICLE 8-COMPENSATION

The LIH reserves the right to set off all the amounts due by the Supplier to the LIH against the sums the LIH stands indebted to the Supplier.

ARTICLE 9-COMPLIANCE OF PRODUCTS AND WARRANTIES

The products sold by the Supplier shall comply with the standards and all applicable European and Luxembourgish legislation. For every relevant product, the Supplier thus undertakes to provide the information proving the product's compliance to the regulations in force in Luxembourg or the European Union.

The Supplier shall provide warranty against latent and apparent defects of the goods sold. In that context, he shall finance the cost of the consequences of a non-compliance or a defect of the goods sold.

The LIH also reserves the right, under the assumption of a non-compliance or a defect of the goods delivered by the Supplier, to suspend or cancel outstanding orders, without further notice and without being bound to pay any damages.

Furthermore, the supplier guarantees that under no circumstances the products or goods are counterfeit and that they do not violate other industrial property or intellectual rights in the territories where they will be marketed. The Supplier undertakes to guarantee the LIH against any legal proceedings or claims by third parties against the LIH and any resulting condemnation of the LIH.

The Supplier is liable for any breach and/or failure to comply with the legislation applicable to the delivered goods and products and guarantees the LIH against any damage resulting from the failure to comply with the legal provisions applicable to the delivered goods or products.

ARTICLE 10-CONFIDENTIALITY

The Supplier undertakes, both throughout the commercial relation and subsequently, whatever the cause of the possible termination or non-renewal of this contract, not to disclose any information and to observe strict obligation of confidentiality with regard to the collected data and the conditions arising from or in connection with the negotiation, conclusion or performance thereof.
 
He undertakes moreover to only use such information within the strict context of this contract or commercial relation. On request, the Supplier undertakes to promptly return any file, document or equipment put at his disposal by the LIH.

Unless the LIH agrees otherwise in writing, the orders of the LIH may not result in any form of direct and indirect advertising.

The LIH reserves the right to claim damages for the loss suffered in case of failure to comply with this clause.

ARTICLE 11-APPLICABLE LAW AND COMPETENT JURISDICTION

Any dispute shall be exclusively subject to Luxembourgish laws and courts.