Article 1: Introduction
ARGEST S.A. is a public limited company (société anonyme) incorporated under Luxembourg law, having its registered office at 15, rue Wurth-Paquet, L-2737 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B50848.
Luxembourg law applies by default whenever the contractual rules set out below do not contain any special conditions.
These terms and conditions are available on the company’s website at the following address www.argest.eu.
These same general terms and conditions are made available to the customer at the time ARGEST S.A. sends its commercial offer, so that the customer’s signature of the offer implies express and unreserved recognition and acceptance of these general terms and conditions. Finally, we draw your attention to the provisions of article 1135-1 of the French Civil Code, which stipulates that the general terms and conditions of a contract and/or order pre-established by one of the parties are only binding on the other party if the latter was in a position to be aware of them at the time of signing the contract and/or order, and if it must, depending on the circumstances, be considered to have accepted them.
Article 2: Rates and contractual changes
2.1. Prices are indicated on each quotation issued by ARGEST S.A.
Prices will be indexed according to the sliding scale of wages in force on the invoice date. This index is determined on the basis of the national consumer price index (IPCN) published monthly by STATEC. In the event of an official change in the index leading to a price adjustment, prices will be automatically adjusted to the new rate in force. Indexation applies both upwards and downwards, according to the calculation method specified in the offer or special conditions.
2.2. Price changes by ARGEST S.A. will apply to all new orders or when renewing an existing contract for periodic services ordered by tacit agreement.
2.3. The amounts proposed in a bid remain guaranteed for the entire validity date of the document and in the absence of a corrective bid bearing the words “Cancels and replaces”.
Article 3: Ordering
The ordering procedure that applies to any person or company wishing to subscribe to one or more services offered by ARGEST S.A. is identical for all offers issued outside of public tenders. Customers place orders by returning the duly dated and signed quotation by post or e-mail, or by handing in a paper version at ARGEST S.A.’s premises. A purchase order is accepted if it legibly includes the reference of the quotation to which it is linked.
In the event of contradiction with the customer’s general terms and conditions of purchase, these GTC shall prevail. Any deviation or adaptation may only be enforced if it is the subject of a specific agreement signed by the parties and incorporated into special conditions. The applicable version is that in force on the date of the offer.
Article 4: Date of conclusion and effective date of contract
The contract is deemed concluded and takes effect on the date of receipt by ARGEST S.A. of the order in compliance with article 3. of the present conditions. Without prejudice to the preceding sentence, the services
will commence on a date to be mutually agreed between ARGEST S.A. and the customer’s representative in charge of the project.
ARGEST S.A. cannot be held responsible for the non-execution of an order if the customer cancels or postpones the order. If this is the case, the customer must do so in writing. It is understood by the present conditions that the customer is always in control of the management of his project and that he must communicate with ARGEST S.A. to set up a schedule and/or a particular organization.
Article 5: Terms of payment
The customer shall make payment in cash, without discount, by bank transfer to one of the ARGEST S.A. bank accounts shown on the invoice, quoting the invoice number in the communication. As a general rule, payments must be made on receipt of the invoice. The Luxembourg law of April 18, 2004 on payment periods and late payment interest transposes Directive 2000/35/EC on combating late payment in commercial transactions. In the absence of specific contractual stipulations, article 3 of the above-mentioned law states that the payment period is 30 days after receipt of the invoice by the debtor.
Article 6: Data protection
ARGEST S.A.’s customer data processing policy can be consulted and downloaded from the following website www.argest.eu.
The personal data processing policy is made in accordance with Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016, which entered into force on May 25, 2018.
Article 7: Obligations and responsibilities of ARGEST S.A.
ARGEST S.A’s liability is that of a service provider subject to an obligation of means.
7.1. ARGEST S.A. or its employees cannot be held liable beyond the limits defined in the service contract.
7.2. ARGEST S.A.’s opinion relates to the condition of the works and equipment as they appear at the time of the inspection. ARGEST S.A. cannot therefore be held liable for subsequent modifications, hidden elements or information not communicated in writing during the course of the assignment. The implementation of any recommendations made in ARGEST S.A.’s opinions is the responsibility of the customer.
7.3. ARGEST S.A. is not obliged to verify the accuracy of the findings contained in the documents it receives.
7.4. ARGEST S.A. takes the necessary measures to maintain the continuity and quality of the service and makes every effort to offer its customers the service provided and described in its price offers. Without prejudice to the exemptions from liability provided for in these general terms and conditions, ARGEST S.A. cannot be held responsible for: disruptions to the customer’s business during the execution of the services ordered and planned; the costs of interventions by third-party companies in the course of the normal execution of its services and not specifically provided for in the basic contract; costs relating to health, safety and security of the premises in the course of the normal execution of its services and not specifically provided for in the basic contract; errors or absence of a service provider who is not a subcontractor of ARGEST S.A.’s subcontractors, which would be detrimental to the performance of a service in progress or to be performed.
7.5. ARGEST S.A.’s objective is to deliver the services ordered. ARGEST S.A. will endeavor to correct any errors that are brought to its attention within a reasonable period of time and in agreement with the Customer.
7.6. Only the text of the Luxembourg legislation published in the paper editions of the Mémorial or any other official Luxembourg publicity medium prevailing at the time of the entry into force of the act is authentic.
ARGEST S.A. is not intended to act as a substitute for its customers, and legal responsibilities and obligations remain as defined by the relevant legislation.
Article 8: Customer obligations and responsibilities
8.1. Without prejudice to the conditions of access and use detailed in these general terms and conditions, the Customer undertakes to respect the limits of the services described in the basic contract, to honor payment for the services provided by ARGEST S.A. and to comply with the terms and conditions set out in this document. The Customer undertakes to inform ARGEST S.A. within ten working days of any change in the information provided at the time of the order, and in particular of any change of address. Failure to do so may result in suspension of service as provided for in article 12. Under no circumstances may the customer transfer or transmit to a third party, whether for payment or free of charge, in any form whatsoever, the benefit of the present contract.
8.2. In order to carry out the assignment, the customer undertakes to inform ARGEST S.A. of any incidents or circumstances likely to have an impact on the performance of the assignment and, in particular, to inform ARGEST S.A. of the operating constraints of the work and to take all necessary steps to remove any impediment or remove any difficulty that would hinder the proper performance of the assignment.
8.3. The customer undertakes to provide ARGEST S.A., free of charge, with all information, supporting documents and technical documents required for the performance of its mission, as well as any amending documents. Unless otherwise specified, documents are supplied in electronic format (drawings, calculation notes, schedules, technical files, etc.). ARGEST S.A. reserves the right to invoice the customer for the cost of printing documents transmitted in electronic format.
Article 9: Intellectual property
Unless special conditions are included in the basic contract, ARGEST S.A. is the sole owner of the data and all related reproduction and other rights, within the limits of any rights held by its partners or third parties. The general structure as well as the software, texts, images, sounds, graphics … and any other element composing the documents elaborated by ARGEST S.A. are the exclusive property of ARGEST S.A. Any total or partial representation of the official documents transmitted by ARGEST S.A. within the framework of the realization of its contractual missions, without the express authorization of ARGEST S.A., is prohibited and would constitute an infringement punishable under the Benelux Convention on Intellectual Property signed in The Hague on February 25, 2005 and as approved by the law of May 16, 2006.
Article 10: Customer complaints
Without prejudice to the provisions of the present conditions, the customer may make any request he considers useful by e-mail to the following address mail@argest.eu.
ARGEST S.A. will do its utmost to respond to this request as quickly as possible. If, however, the customer considers the response to be inadequate or the time taken to reply to be too long, he or she may lodge a complaint by registered letter with acknowledgement of receipt.
Article 11: Suspension of service
In the event of non-compliance with the provisions of Article 8, and in particular in the event that payments for services provided by ARGEST S.A. are not honored, ARGEST S.A. may decide to suspend access to the service until the cause of the suspension has disappeared.
Article 12: Termination of the contract
12.1. The customer may terminate the contract prior to the commencement of the services and be liable for any costs already incurred by ARGEST S.A. in preparation for the assignment. In this case, ARGEST S.A. reserves the right to issue a detailed invoice, payment of which must be made in accordance with the terms of these conditions.
12.2. The customer may terminate the contract at any time in the event of culpable non-delivery of the service or serious breach by ARGEST S.A., subject to compliance with the complaints procedure set out in article 10 of these terms and conditions. Even in the event of a breach, the services provided by ARGEST S.A. will be invoiced, taking into account their state of completion. ARGEST S.A. and the customer’s representative will mutually agree on a performance rate, which will be justified.
12.3. ARGEST S.A. may terminate the contract if the customer fails to meet its contractual obligations. This includes non-payment for services, refusal of access to facilities, non-compliance with schedules that may jeopardize ARGEST S.A.’s organization or the availability of necessary resources, failure to transmit data or any other cause that jeopardizes the proper performance of the services to be provided by ARGEST S.A.
Article 13: General billing conditions
13.1. As a general rule, services are invoiced on delivery of the deliverables defined in the basic contract. However, depending on the tasks performed, ARGEST S.A. reserves the right to invoice on an interim basis or according to an invoicing plan included in the offer. Certain assignments, in particular those involving periodic visits, will be invoiced on a monthly basis.
ARGEST S.A.’s mission ends with the delivery of a final report.
13.2. Unless otherwise agreed, any additional services not specifically included in the basic contract will be invoiced as agreed, subject to the financial conditions specified in the offer. In order to guarantee transparency, these additional services will always be carried out with the prior agreement of the customer or his official representative.
13.3. All services are payable in accordance with the payment terms set out in article 5.
13.4. If ARGEST S.A. has to intervene outside normal working hours for reasons beyond its control, a surcharge will be applied in accordance with the French Labour Code.
Article 14: Validity of offers
Unless otherwise specified in the basic contract, quotations are valid for one month. Once this period has elapsed, ARGEST S.A. reserves the right to make changes in the event of a request for an update.
Article 15: Applicable law and jurisdiction
The commercial relationship between ARGEST S.A. and its customers in the Grand Duchy of Luxembourg or abroad is subject to Luxembourg law. In the absence of a prior written agreement between the parties, any dispute shall be subject to the exclusive jurisdiction of the Courts of Luxembourg.
Article 16: Modification of general conditions
These terms and conditions may be amended at any time at the discretion of ARGEST S.A. Any new version of the terms and conditions will be applicable as soon as it is published on the ARGEST S.A. website.
Article 17: Good faith clause
In the event of a dispute, the parties agree to abide by the principles of good faith.