1. General

1.1. Unless expressly agreed otherwise in writing, these terms and conditions shall apply exclusively to all our contracts and commitments. The same shall apply if the customer's terms and conditions assert their own primacy.

1.2. Breedewee Web Agency SCA reserves the right to adapt or modify at any time and without notice the present general terms and conditions of sale. Any new version of them will be published beforehand on our website www.breedewee-webagency.lu.

2. Offers and orders

2.1. Our offers are subject to change without notice. Orders must be submitted to us in writing and only become final after our formal acceptance.

3. Delivery and deadlines

3.1. Delivery times are given for information purposes only and without any commitment on our part. We decline any penalty payment for late delivery. The customer will not be able to invoke the possible delay to cancel his order. Deliveries are made according to our availability. We reserve the right to make partial deliveries.

4. Prices and terms of payment

4.1. Our prices are net prices and exclude VAT. Any order not fully executed for any reason whatsoever on the date of a price change will be invoiced for the balance at the changed price.

4.2. Our invoices are payable, net, within 15 days from the date of the invoice. Any invoice not paid on the due date shall automatically and without notice of default bear interest of 15% per annum. Moreover, without prejudice to the foregoing, the simple fact of non-payment of an invoice on the due date shall automatically and without formal notice entail payment by way of fixed damages and interest of a sum equal to 20% of the amount still due, with a minimum of €125.

4.3. The non-payment of an invoice on its due date or of a monthly instalment in the case of instalment payments, shall render immediately payable, without prior notice of default, all sums due and shall entitle us to suspend all supplies, in addition to considering the contract as resolved by operation of law.

4.4. We reserve the right, even after partial execution of a contract, to demand from the purchaser a guarantee, approved by us, of the proper execution of the customer's commitments.

4.5. The products sold and rights of use remain our exclusive property until full payment of the price, any default interest and any additional costs. It is forbidden for the buyer to sell or pledge the sold product to a third party and in any case to dispose of it in any way whatsoever before having paid the full sale price. However, the burden of risk is transferred to the customer from the moment of delivery.

5. Guarantees and responsibilities

5.1. The customer is aware of the specifications, possibilities and restrictions of the product being sold. We guarantee that the product will function in accordance with the specifications. Our guarantee is not applicable in the event of incorrect or unsuitable use, user errors, lack of maintenance, or intervention by a third party on the product sold.

Our liability is limited at our discretion to the replacement as soon as possible or repair of the problematic product, to the exclusion of any other compensation for any cause whatsoever, direct or indirect damage that may be suffered by persons or property as a result of the use of the product. To be admissible, claims for apparent defects or non-conformity must be notified to us in writing within 8 days of delivery of the product. Any complaint for hidden defects must be notified to us by registered letter within 8 days of the occurrence of the defect and its consideration is subject to the absence of any delay in payment on the part of the customer.

5.2. We guarantee our product within the limits and according to the conditions specified in our offer. In the absence of specifications in the offer, our warranty is in any case limited to six months from the date of delivery. The customer is solely responsible for carrying out the necessary tests and assessing the operational character of the service or software.

6. Property rights

6.1. All current and future copyrights and industrial and commercial protections on the products transferred to the customer, as well as on the information and specification documents given within the framework of a contract remain our intellectual property. They must be treated confidentially by the purchaser and may not be revealed or transferred to a third party without our prior written consent, and the purchaser may not make copies of them, on pain of compensation of at least ten times the sale price.

6.2. When for the realization of his order the customer submits or hands over to our company ideas, sketches, films or photographs or recordings or other material, he shall be solely responsible and shall be solely responsible for ensuring either the ownership or the right to use the intellectual rights, copyrights, trademark rights, patents, designs and models relating to this material. In this respect he gives full and complete discharge to our company.

6.3. Our graphic creations (projects, typographical compositions, clicked, models, sketches, photos, films, animations or others), software, databases, management tools, or other functional components, remain the full and entire property of our company, both material and intellectual. The customer can never demand the delivery of the latter. We transfer the right of reproduction or use only for the number of copies and/or the destination specified at the time of the order, or even only for the duration contractually specified at the time of the order. Our prior consent is required for any reproduction and/or use exceeding the provisions set out in the order. Reproduction or imitation, in any form or by any process whatsoever, is strictly prohibited without our permission. The tolerance that would consist in our accepting, even tacitly and even for a prolonged period, that a specific use be made of our creations and/or material, without our intervention, does not in any way mean that we assign our rights in any way whatsoever.

7. Copyrights and commercial information

7.1. Our company reserves the right to include a commercial statement clearly indicating its contribution, in the form of a statement such as "Realization: Breedewee Web Agency", possibly accompanied by a hypertext link to our company's website. The client company commits itself not to oppose to it, and never to delete this information.

7.2. Unless otherwise specified, negotiated and contractualized between our company and the client company, we reserve the right to mention and present our work for the client company as a reference in the context of our commercial prospecting, external communication and advertising initiatives.

8. Contracts

8.1. Our company may invoke against the client the automatic termination of the contract(s) or order(s) in progress, without any legal formality and without prior notice of default, (1) in the event of non-payment of one of the sums reduced to it, (2) if the client does not comply with Breedewee Web Agency SCA - 9, rue large, L-1917, Luxembourg - Tel: +352 / 26677193 - contact@breedewee-webagency. lu - www.breedewee-webagency.lu - B 220732 - VAT LU 305 640 14 - not the general or special conditions, (3) if the client is subject to any collective or bankruptcy proceedings, or if all or part of its assets are subject to seizure, if it goes into liquidation, or in general, in the event of suspension of payments.

8.2. In the event of cancellation of an order in progress by the customer, we have the right to demand compensation of up to 25% of the total order and in addition a compensation of 25% of the price as a forfeit indemnity.