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Terms & Conditions

Article 1: Applicability and Definitions

1.1 The terms capitalized in these terms and conditions have the following meaning:

a. “Terms and Conditions”: The present Terms and Conditions of Caelis sàrl;

b. ”Caelis sàrl”: trade name of Caelis sàrl located at 15 Laangert, L-4971 Dippach;

c. “Client”: any (natural) person acting for themselves or acting in the exercise of a profession or a business, legal person, a general partnership or a limited partnership or other entity that enters into or has entered into an agreement with Caelis sàrl, or to whom an offer or quotation is or has been made by or on behalf of Caelis sàrl or to whom a delivery is or has been made by or on behalf of Caelis sàrl;

d. “Intellectual property rights”: Copyrights, trademarks or any other forms of intellectual property right, including rights related to texts, readers, books, documents, digital files and files on the Website, to the services provided or goods supplied by or on behalf of Caelis sàrl;

e. “Agreement”: Any agreement and assignment under which Caelis sàrl provides services and/ or supplies goods to or upon Client's request;

f. “Force majeure”: Any circumstance, cause or event, at any location, taking place or occurring that temporarily or permanently impedes, renders impossible or makes unreasonably difficult the correct, complete and timely fulfillment of any commitment on the part of Caalis sàrl, and any circumstance, cause or event that Caelis sàrl in all fairness cannot avoid or could not have avoided or that occurs in whole or in part beyond Caelis sàrl’s control. Force majeure" shall also be deemed to mean the consequences of any circumstances, causes or events referred to;

g. "Website": Caelis Sàrl’s website:

www.caelisimmo.com

 

1.2 All offers made, quotations issued, agreements entered into and the execution thereof as well as any action (legal or otherwise) (on behalf of) Caelis sàrl shall be governed by these Terms and Conditions. In the event that these Terms and Conditions deviate from any provisions in the offer, quotation or agreement, the conditions in the offer, quotation or agreement shall prevail.

 

1.3 Caelis sàrl explicitly forbids in advance the application of terms and conditions other than these Terms and Conditions, regardless of how such alternative terms and conditions might be called and what- ever form they might have. The following includes Client's purchase conditions and other terms and conditions maintained by Client. By accepting an offer or quotation made by or on behalf of Caelis sàrl, by entering into an agreement, or by accepting services provided by or on behalf of Caelis sàrl, Client shall accept that these conditions apply and that the application of terms and conditions other than referred to in this article shall not apply.

 

1.4 Provisions that deviate shall only apply if Caelis sàrl and Client have agreed to this in writing, but only with regard to the provisions referred to in the Agreement; for other agreements, offers and quotations these conditions shall remain valid.

 

1.5 If any provision of these Terms and Conditions is invalid, illegal, non-binding or non-enforceable (in whole or in part), the other provisions of these terms and conditions shall remain valid.

Article 2: Offer

2.1 Any offer made by or on behalf of Caelis sàrl, in any form whatsoever, shall be free of obligation and shall not be binding on Caelis sàrl, unless Caelis sàrl stipulates or parties agree otherwise in writing.

 

2.2 Although any price list, brochure, leaflet or other information provided by or on behalf of Caelis sàrl with an offer will have been prepared as carefully as possible, it shall nevertheless only be binding on Caelis sàrl to the extent that Caelis sàrl explicitly confirms this in writing.

 

2.3 Caelis sàrl shall at all times be authorized to break off negotiations with Client without stating the reasons and without being held to pay any damages or being obliged to negotiate.

Article 3:  Realization and Content of an Agreement

3.1 Except as stated below in paragraph 2 of this Article, an agreement with Caelis sàrl shall be realized accepted in writing or by e-mail. Acceptance shall be deemed to be a complete and accurate representation of the agreement.

 

3.2 If an offer or quotation, in the light of the provisions in article 2 of these terms and conditions, is not without obligation and a binding time period for the offer has been set, the agreement shall be realized at the moment that the offer or quotation is accepted by Client in a legal and timely manner. Acceptance of the offer or quotation shall be deemed to be a complete and accurate representation of the agreement.

 

3.3 Any subsequent supplementary arrangements or changes to the agreement as well as (verbal) arrangements and/or commitments shall not be binding on Caelis sàrl, unless a representative who is authorized to do so confirms or accepts them by e-mail or in writing.

 

3.4 Upon or after entering into the agreement, prior to taking (further) action, Caelis sàrl shall be entitled to demand security from Client that both the payment and other obligations will be met.

 

3.5 Caelis sàrl shall be entitled to make use of third parties for the execution of the agreement. Any costs involved shall be passed on to Client in accordance with the quotations provided.

Article 4: Terms

4.1 Unless otherwise agreed in writing, the (delivery) terms indicated by or on behalf of Caelis sàrl shall not be deemed to be expiry dates as these are only indicative terms. All terms, including delivery terms, shall be established to the best of its knowledge based on the information known at the time of offering the performance to Client, and they shall be observed as much as possible. The mere fact that a stated delivery or other term has been exceeded shall not cause Caelis sàrl to be in default.

Caelis sàrl is not bound by a delivery or other term that cannot be met due to circumstances beyond its control.

Article 5: Force Majeure

5.1 In the event that Caelis sàrl is prevented from fulfilling any of its obligations towards Client due to force majeure and, based on a reasonable assessment by Caelis sàrl, the situation of force majeure is of a permanent or lengthy nature, parties may agree on the dissolution of the agreement in compliance with the law and any implications stipulated in respect thereof.

 

5.2 In the event that Caelis sàrl is prevented from fulfilling any of its obligations towards the Client due to force majeure, Caelis sàrl shall be entitled to suspend the execution of the agreement until the circumstances, cause or event which is responsible for the situation of force majeure ceases to exist.

Article 6: Liability

6.1 The provisions included in this article shall not affect the liability based on Luxembourg Law.

 

6.2 Irrespective of the legal basis of the claim, Caelis sàrl shall only be liable to pay compensation for damage up to the amount that Caelis sàrl received under the agreement.

Notwithstanding the provisions of the previous sentence, in the case of any agreement whose term exceeds one (1) year or any Agreements which succeed each other over a period in excess of one (1) year, the aforementioned liability shall be limited further to a maximum equivalent to what Caelis sàrl has received from Client or any third party (in the case of mediation) over the past year, commencing from the day of the claim.

 

6.3 Irrespective of the legal basis of a claim, Caelis sàrl shall under no circumstance be liable for con- sequential damage, including, but not limited to loss of profit, incurred losses, lost opportunities and lost savings, damage as a result of production and/or business interruptions or stagnation.

 

6.4 As soon as reasonably possible after the Client became aware of such damage, but, in any case, no later than within one week after it occurs, Client shall notify Caelis sàrl of the damage in writing.

 

6.5 Subject to what is further stipulated in this Article, entitlement to any compensation shall lapse upon the expiry of one (1) year after the damage becomes evident or is discovered, or could reasonably have been discovered.

 

6.6 Caelis sàrl stipulates all lawful and contractual means of defense which it may invoke to defend its own liability, also for all those - including subordinates and non-subordinates - involved in the implementation of the agreement and for who it would be liable by law.

Article 7: Intellectual Property Rights

7.1 All Intellectual property rights to any goods supplied pursuant to an agreement (of an order) or which relate to services provided by or on behalf of Caelis sàrl shall be vested and shall explicitly continue to vest in Caelis sàrl.

7.2 Client warrants to refrain from doing or omitting to do anything which infringes on such intellectual property rights, renders them invalid and/or compromises ownership thereof.

Article 8: Payment

8.1 Unless agreed otherwise in writing, payment of the services provided by Caelis sàrl shall be affected by depositing or transferring the agreed fee into a bank account designated by Caelis sàrl within the term of 30 days mentioned on the invoice.

Article 9: Default Interest and Expenses

9.1 Client shall automatically be in default merely by virtue of the expiry of a deadline by when payment or compliance with another obligation should have been affected and no further reminder or notice of default shall be required.

 

9.2 In the event that any payment owed by Client to Caelis sàrl is not made on time, Client shall automatically be liable for default interest equivalent to 12 percent (12%) per month, as of the date on which the relevant deadline for payment expires, subject to any other rights which Caelis sàrl may then have; for the purpose of calculating this default interest any month which has already commenced but has not yet ended shall be deemed to constitute an entire month.

 

9.3 Each payment made by Client shall first be used by Caelis sàrl to settle any interest and/or fixed indemnity due and subsequently to pay any outstanding amounts payable based on their age, beginning with the oldest.

 

9.4 Any legal and non-legal expenses, including any costs Caelis sàrl may incur for legal aid and legal advice shall be borne by Client.

Article 10: Termination

10.1 In the event that Client is in default and in spite of being reminded in writing by Caelis sàrl, remains in default of its obligations pursuant to the agreement entered into with Caelis sàrl, the latter shall be entitled to cancel or terminate the agreement without judicial intervention and subject to Caelis sàrl's right to seek damages, to exercise its rights pursuant to retention of ownership, and to take any other action (legal or otherwise).

 

10.2 Subject to the provisions of paragraph 1 of Article 10, Caelis sàrl shall in any case be entitled to cancel or terminate the agreement with Client with immediate effect in the event that:

a) Client is declared bankrupt, assigns its assets, files an application for suspension on payment, Client is granted a (provisional or final) suspension on payment or if the total assets of Client or part thereof are seized;

b) Client, if a natural person, dies, is placed in the care of a guardian, any of Client's assets are placed under administration;

c) Where Client is a legal entity, a start is made to liquidate Client, an application is filed to dissolve Client or a decision is or has been taken to dissolve Client.

 

10.3 The agreement may only be altered and/or terminated in whole or in part by Client or upon Client's request provided a written notice was provided by Caelis sàrl and provided the works already performed by or on behalf of Caelis sàrl are paid in full by Client, subject to Caelis sàrl’s right to seek damages and any other rights it may have. In the event the agreement is changed and/or partially terminated upon Client's request, Caelis sàrl shall be entitled to charge any associated (additional) costs to Client.

Article 11: (Confidential) Information

11.1 Each party shall adopt all reasonable precautionary measures, so as not to disclose any information of a confidential nature received from the other party. Any information shall be deemed to be of a confidential nature, if either party designates it as such.

 

11.2 Client shall be responsible for ensuring that any data and information required or relevant for the purpose of executing an agreement are provided to Caelis sàrl on time in a timely and clear form.

Article 12: Changes to Terms and Conditions, Laws, Regulations

12.1 Caelis sàrl shall be authorized to make changes to these Terms and Conditions. Any such change shall come into effect at the time announced for this purpose. In the event that no time is announced for a change to come into force, it shall come into effect in relation to Client, as soon as the latter is given notice to this effect.

 

12.2 If changes of an imperative judicial nature occur to the laws or regulations after entering into the agreement, parties, if it affects the content and/or execution of the agreement, shall make other agreements with each other and maintain the content of the original intentions of the parties as much as possible.

Article 13: Disputes/Governing Law

13.1 Any offer, agreement, supply or service produced or issued, entered into, effected or provided by or on behalf of Caelis sàrl be governed by Luxembourg Law.

 

13.2 Any dispute, including those which only one party deems to be as such, arising from or in relation to an agreement governed by these Terms and Conditions or its execution, which cannot be resolved amicably, shall be adjudicated by the authorized Court of Luxembourg.

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