General conditions for the purchase of goods and services
The present General conditions of purchase (hereinafter “GCP”) apply to all orders (hereinafter “order”) of goods, products, software, supplies, components and equipment (hereinafter “goods”) or of services (hereinafter “services”) issued by the Luxembourg Institute of Science and Technology (hereinafter “LIST”) to a supplier (hereinafter the “Supplier”). The present GCP prevail over the clauses and conditions of sale of the Supplier, whatever their nature. Any deviation from the present GCP shall be written out in LIST's purchase order or in writing signed by LIST and the Supplier. The provision of a cost estimate or of an offer by the Supplier to LIST and/or the acceptance of a LIST purchase order by the Supplier, fully implies the acceptance of the present GCP by the Supplier.
ORDER VALIDITY AND PLACEMENT
The orders placed by LIST are only valid provided that LIST sends a purchase order to the Supplier by post or e-mail. The Supplier shall not be entitled to prevail him/herself of any order made verbally or by telephone.
The order is considered accepted by the Supplier in one of the following cases: (I) the Supplier confirms receipt of the order with LIST or (ii) in the absence of a confirmation of receipt within fifteen (15) days of the order being sent by LIST, in the case of the Supplier beginning to process the order without written reservation on its part.
PROCESSING OF THE ORDER
The Supplier commits to processing the order in compliance with the contractual documents (in particular, the LIST purchase order and the present GCP) and in accordance with the standard practices and the regulations and norms in force. The Supplier is bound by a performance obligation regarding the delivery of goods and/or the supply of services.
TIMES
The delivery times are those indicated on the purchase order. The times are understood as “goods delivered to the address indicated on the order” or “verification granted without reserve” for goods consisting of equipment. For services, they are understood as “services carried out without reserve”. All times begin on the date of receipt of the purchase order by the Supplier.
DELIVERY
Goods must be delivered to the address indicated on the purchase order. Deliveries take place during the opening times of the LIST reception, from Monday to Friday, from 08:00 until 17:00. Each object delivered must be accompanied by a delivery note. This must include the order number, the type of goods and the quantity delivered. The order number must be visible on the outside of the packet, otherwise the delivery may be refused. Goods travel at the risk of the Supplier. The Supplier makes the necessary means (technical and human) available for the unloading and unpacking of voluminous or heavy goods; it will remove waste resulting from the packaging of the object concerned during its transport.
TRANSFER OF RISKS AND OF OWNERSHIP
The transfer of risks takes place at delivery, at the location indicated by LIST on the purchase order. The transfer of ownership occurs as soon as the goods or services ordered have been definitively accepted, as defined in the present GCP.
DELIVERY DELAY - PENALITIES FOR DELAYS
The respect of delivery deadlines is an essential condition of the order.
If the deadlines are not respected for all or part of the order, LIST reserves the right, after formal notice remaining unheeded for a time period of seven
(7) days from the date of its receipt by the Supplier, (i) to apply late fees of three percent (3%) of the sum of the order per week of delay, without prejudice to LIST for the repair of any other damage, and/or (ii) to cancel, in accordance with the law, the balance of the order and/or (iii) to have the order fulfilled by another supplier at the risk and expense of the Supplier. LIST may exceptionally accept a new delivery date if this is proposed by the Supplier before the delivery date initially foreseen.
RECEIPT - ACCEPTANCE - RETURNS
The delivery of goods or the provision of services shall only be considered as accepted after the verification of their compliance with the clauses and specifications defined in the offer, or according to the quality norms required by the nature of the goods or of the service. Goods of a quality that does not comply with the order may be refused in the thirty (30) days following delivery. After this time, they are considered as accepted. The verification of the compliance of the order includes, where necessary, unpacking the goods, putting them into use and verifying the presence of the appropriate technical documentation.
If the delivery, or part of the delivery, is non-compliant with the order or with the norms in force or with standard practices, LIST reserves the right, in a period of thirty (30) days from delivery (i) to terminate the order or (ii) at the expense of the Supplier, obtain the replacement of the non-compliant elements of the order with compliant goods or services at no extra cost. The Supplier shall bear the full extent of the costs resulting from damages of any nature caused to LIST in the event of the non-compliance of the order. The goods refused must be removed by the Supplier, at the expense of the Supplier within a period of eight (8) days beginning from the notification of non-compliance addressed to the Supplier. After this time, LIST reserves the right either to return the goods to the Supplier or to store them at the expense and risk of the latter.
GUARANTEE
The Supplier guarantees that the goods or services delivered are exempt from any apparent or hidden defects, in conformity with the order, the norms and regulations in force on the date of delivery, the standard practices and the normal demands of use, reliability and life cycle given the normal destination of the object or service.
The goods delivered and services provided must meet the legal and regulatory requirements in force in Luxembourg, the European requirements, in particular in terms of safety and the environment and labour law. For all deliveries of dangerous goods, a safety data sheet must be provided.
In the absence of more binding provisions stipulated in the order and without prejudice to more binding legal provisions, the Supplier guarantees the compliance of the goods and services with LIST’s needs, the good performance and the correct functioning of the goods during a period of twenty-four (24) months starting from the payment of the invoice. In the same way, it guarantees that it will repair or replace, at the choice of LIST, at its expense, any defect, failure and non-compliance of the goods and services identified during this period and will indemnify LIST for any damage that results from it. In the event of the repair or replacement of an object, a new guarantee period for the object as described above begins from the replacement of the faulty object.
The Supplier guarantees LIST for all third party actions resulting from the violation of intellectual property rights that bear upon the goods or services delivered and has a responsibility to LIST for any damage that results from it, including legal assistance fees. Furthermore, the Supplier commits to adapting the goods that would violate third-party proprietary rights or to replacing them by similar or equivalent goods at its own expense. In the event that this would not be possible, LIST will be able to terminate the order, without prejudice to the compensation that it could claim.
COSTS
Unless otherwise agreed to by LIST, the costs indicated on the bid are fixed and non-adjustable. The costs are understood as -service provided- or - object delivered- to the delivery location specified, carriage and packaging paid net of all duties and taxes. The costs include the transfer of intellectual property rights to which the elements of the order are subject.
INVOICE
The invoice is addressed to LIST, 5 ave des Hauts-Fourneaux, L-4362 Esch/Alzette, Grand Duchy of Luxembourg, whatever the delivery location, after receipt of the goods or services. It must comprise, besides the obligatory legal notices, the following information: the LIST order number, the delivery note number, the designation of the goods or services, the quantities, the guarantees (if applicable), the unit price excl. tax, the total excl. tax, the VAT rate, the total including all charges and the bank details of the Supplier: name of the bank, IBAN; BIC; SWIFT account number of the Supplier.
PAYMENT
The payment may only be made after the goods or services have been definitively accepted by LIST. In this case, it is made by transfer thirty (30) days end of month beginning from the date of receipt of the invoice.
TAX AND SOCIAL PROVISIONS
The Supplier certifies to LIST that it complies with the tax authorities and the social security authorities.
INTELLECTUAL PROPERTY - LICENCE
The prior knowledge of the Supplier, in particular the documents, materials, designs, models, patents, tools, methods or software used in the framework of the processing of the order, remains the exclusive property of the Supplier.
The intellectual property rights bearing upon any element of the order or created for the requirements of the order (the “results”) are transferred to LIST as and when they are created. The transfer bears upon all rights of use and exploitation of the results for all domains and all territories and is agreed to for the period of legal protection on an exclusive basis.
The Supplier must ensure that the goods and services delivered are free of all third-party intellectual property rights.
If LIST’s use of goods or services delivered is subject to a user licence, the Supplier is obliged to grant LIST a free, transferable and unlimited licence on intellectual property rights subject to a licence for all use and exploitation. All documents and/or supports and/or material transferred by LIST to the Supplier in the framework of the processing of the order remain the property of LIST. At the request of LIST, the Supplier commits to giving all documents back to LIST that were received in this way in the framework of the order. The Supplier will be able to keep all elements where storage by the Supplier is required according to the laws and regulations in force.
The Supplier commits to not citing LIST’s name nor reproducing its brands, logos, domain names, in its technical or commercial documents and reference lists, without having obtained prior written authorization from LIST.
CONFIDENTIALITY
“Confidential Information” refers to all information from LIST, or from a third party communicated by LIST to the Supplier or of which the Supplier is aware at the time of the processing of the order, whatever the nature, form and format of it, in particular, all technical, industrial, financial and commercial data, specifications, or all other information and all other documents relevant to LIST’s activities, its strategy, its partners or its research work.
The Supplier commits, for a duration of ten (10) years following the date of receipt of the Confidential Information, to (i) taking all necessary measures to protect the Confidential Information, (ii) not divulging, publishing or handing over the Confidential Information to third parties, without the prior written agreement of LIST, (iii) only using the Confidential Information to the extent necessary for the processing of the order, and (iv) returning it to LIST upon its simple request.
PERSONAL DATA
LIST handles the personal data of its suppliers in accordance with the applicable laws and regulations in force and in particular, Regulation EU 2016/679 of the European Parliament and of the Council from 27 April 2016 relating to the protection of physical persons with regard to the treatment of personal data and the free circulation of thisdata (hereafter “GDPR”).
The personal data processed is the information concerning the contact persons of the Supplier collected by it at the time of the order, in the preparation of it or as part of its processing, namely: last name, first name, function, professional email, professional telephone number.
The personal data is processed by LIST only to the extent that this is necessary for managing the handover, follow-up and processing of the order, as well as for keeping a record of its Suppliers allowing it to contact them again for a new order when necessary.
LIST keeps and processes the aforementioned important personal data for a duration that does not exceed what is necessary to achieve the aims for which it was collected, without prejudice to LIST to keep it for a longer duration for legal/regulatory obligations applying to LIST or due to exceptional situations that would justify them being kept longer (judicial procedure, etc.).
LIST uses modern and reliable technologies to send, process and save data. The Supplier’s contact persons have the right:
a) to access, without payment and at reasonable intervals, their own personal data, and receive additional information concerning the way in which it is processed;
b) to request the correction, deletion of this data once its processing is no longer necessary or lawful, or call for the limitation of this processing;
c) to object, at any moment, for reasons related to their own situation, to the processing of this personal data;
e) to receive their personal data to send it to another person responsible for processing it.
These rights may be exercised by sending an e-mail to the DPO at LIST via the e-mail address dpo@list.lu.
A complaint may also be lodged with the National Commission for Data Protection in Luxembourg (CNPD: “Commission nationale pour la protection des données” - CNPD - address: 1, avenue du Rock’n’Roll, L-4361 Esch-sur- Alzette - Tel.: (+352) 26 10 60 -1 - Fax : (+352) 26 10 60 – 29 - Website:
https://cnpd.public.lu/fr.html).
In the framework of the order, the Supplier shall also receive personal data relative to LIST employees. The Supplier commits to handling the data handed over in this way by LIST in accordance with the GDPR and for the sole requirements of supplying the goods and services defined in the order. The Supplier commits to putting in place the organizational and technical measures necessary to ensure a level of security that is appropriate and in accordance with the state of the art.
RESPONSIBILITY - INSURANCE
The Supplier has a responsibility towards LIST for all direct or indirect damage that could be caused to LIST or to its employees and which could result from the goods or services delivered. The Supplier has a responsibility towards LIST for all breaches, non-conform processing and/or delay in the processing of the order.
The Supplier declares that it holds an insurance policy with a reputably solvent insurance company covering damages likely to be directly or indirectly caused to persons or goods by its own actions or by the goods and services that it offers.
ON-SITE CALL-OUT SERVICES
The Supplier, when called out to one of the LIST sites, is responsible for ensuring the health and safety of its employees, its sub-contractors, as authorized by LIST, and of all other users of the site it is called out to. It must take all the necessary measures for this purpose.
While the work is being carried out, it must:
- Commit to respecting the legal requirements relating to health, safety and well-being in force in the Grand Duchy of Luxembourg;
- Ensure that all instructions are given to its staff and possible sub- contractors;
- Ensure that the employees and possible sub-contractors are adequately trained to carry out the tasks given to them and that they have the necessary working equipment (machines, tools, etc.), adequate collective protective equipment and personal protective equipment (gloves, masks, etc.)
During the entire duration of the call-out, LIST reserves the right to check the respect of the present requirements as they relate to any on-site call- out, to forbid the use of material and usage of unreliable ways of working and to stop the services or work until the cause of this stoppage has been overcome.
The employees, agents, sub-contractors of the Supplier who do not conform to all these requirements may be removed from the site or project concerned.
TERMINATION
LIST is able to terminate at any moment, unilaterally and in accordance with the law, any order placed but not yet processed without any prior formalities or intervention from the courts.
In the event of the non-respect of any of its obligations by the Supplier, at the end of a period of twenty (20) days following a formal notice addressed by LIST to the Supplier remaining unheeded, LIST will be able to terminate the order, in accordance with the law, and this without prejudice to the compensation it could claim.
ETHICS - CONFLICT OF INTERESTS
The Supplier guarantees (i) that it respects the European and national norms, laws and regulations in force in environmental, social and ethical areas and in the fight against corruption in the framework of its activity, (ii) that it does not find itself in a situation of conflict of interest with LIST or an employee or director of LIST, (iii) that it shall notify any situation of potential or proven conflict of interest which could occur after the placing of the order, and (iv) that it shall inform the Head of the Purchasing Service of LIST of any gift, donation, trip, remuneration or advantage whatsoever that it could be led to offer either directly or indirectly to any employee, director or representative of LIST or to any other person likely to influence their decision in the framework of the processing of the order.
In the event of the non-respect of the present clause, in accordance with the law with immediate effect and without indemnity, LIST will be able to terminate the current orders without prejudice to any appeal that LIST could decide to initiate against the Supplier.
FORCE MAJEURE
None of the parties may be held responsible for any violation whatsoever of one of its obligations if this violation results from a case of force majeure in the sense of the definition chosen by the Luxembourgish law and jurisprudence. The party invoking force majeure is obliged to inform the other party without delay by registered letter with acknowledgment of receipt of the occurrence and the cessation of the event fitting the description of force majeure. In the event of the occurrence of such an event, the parties shall in good faith endeavour to take all measures reasonably possible in view of proceeding with the processing of the order.
LITIGATIONS
Any dispute between the Supplier and LIST relating to the existence, validity, interpretation, processing or termination of an order that could not be resolved amicably shall be settled by the competent courts in Luxembourg.
APPLICABLE LAW
The present GCP and all LIST orders are regulated by Luxembourgish law.
