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Scope and definitions
These general terms and conditions of sale are applicable to all sales contracts concluded between ZENTRA GLOBAL, a limited liability company with its registered office at 12b rue Principale, L-6165 Ernster, and registered with the RCS under number B233393 (hereinafter "ZENTRA GLOBAL") and any natural or legal person who purchases one or more products or services, submits a request for a quotation, places an order and/or concludes a contract with ZENTRA GLOBAL (hereinafter the "Customer").The present general terms and conditions of sale of ZENTRA GLOBAL are the only ones applicable. In any case, they exclude the Client's general or particular conditions that ZENTRA GLOBAL has not expressly accepted in writing.
Formation of the contract
ZENTRAGLOBAL's offers, quotations, etc. are always given without obligation, are valid for a period of 30 days, and can only be considered by the Client as an invitation to place an order. The contract between ZENTRA GLOBAL and the Client only comes into being when ZENTRA GLOBAL receives the order form and confirms the order or starts the execution thereof.
Prices, payment terms and late payment
The applicable prices are those mentioned on the order confirmation by ZENTRAGLOBAL. These prices are increased by the applicable taxes. Any dispute relating to an invoice must reach ZENTRA GLOBAL within fifteen (15)calendar days of the invoice date. After this period, the invoice will be considered as irrevocably accepted by the Client. In so far as no payment term has been agreed upon, ZENTRA GLOBAL's invoices are to be paid immediately upon receipt. On the due date stated on the invoice, theClient shall owe, ipso jure and without prior notice of default, interest on arrears at the rate of 8% per annum, as well as a flat-rate compensation of 10%of the invoice amount, with a minimum of € 150. Payments made by the Customer shall be charged as follows: (i) first to the fixed compensation and other costs, then (ii) to the interest and finally (iii) to the price.
Liability
ZENTRAGLOBAL shall only be liable - irrespective of the legal basis - for damage resulting from its own intentional or gross negligence. In no event shall ZENTRA GLOBAL be liable for any indirect, incidental, punitive, accessory or consequential damages, such as, but not limited to, loss of profit or revenue, loss of turnover, business interruption costs, re-stocking costs, damage to reputation or loss of customers, even if such damages were reasonably foreseeable. In any event, ZENTRA GLOBAL's liability shall be limited to an amount not exceeding the amount of the order, the sum of €5,000, or the smaller of these two amounts. The exclusions of liability of ZENTRA GLOBAL set forth in this article shall also apply to the liability of its employees, collaborators, agents, representatives, deputies, suppliers and deliverers.
Force majeure
ZENTRAGLOBAL shall not be liable for any inability to perform its obligations due to causes beyond its control. These include, but are not limited to, acts of God, acts or omissions of the Customer, business interruptions, pandemic or epidemic, including Covid-19 or monkey pox pandemic or epidemic, material shortages, strikes, lockouts, traffic congestion, governmental intervention, criminal acts, inability to obtain labor or raw materials through ordinary channels. Confidentiality
Confidential information means any information disclosed by a party ("DisclosingParty") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. ConfidentialInformation does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the DisclosingParty, (ii) was known to the Receiving Party prior to its disclosure by theDisclosing Party without breach of any obligation owed to the Disclosing Party,(iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the ReceivingParty. Subject to the foregoing exclusions, Customer Data will be consideredConfidential Information under this Agreement regardless of whether or not itis designated as confidential.TheReceiving Party will: (i) protect the confidentiality of the ConfidentialInformation of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any ConfidentialInformation of the Disclosing Party for any purpose outside the scope of thisAgreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and except for your HubSpot Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of theDisclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.TheReceiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) theReceiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow theDisclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
Final provisions OnlyLuxembourg law is applicable, with the exception of conflict of laws rules. Incase of dispute, the courts of the City of Luxembourg have exclusive jurisdiction. If one or more provisions of these general terms and conditions of business are declared invalid in whole or in part, the remaining provisions of the general terms and conditions of business shall remain unaffected.
