Terms and Conditions
Terms and Conditions
All quotations and contracts of sale are exclusively subject to the following Conditions of Sale of ACTinBlack Europe S.à r.l. (abbr. ACT) and cannot be altered without ACT’s written agreement. The language of the contract is English.
The Purchaser makes a binding offer to enter into a contract with ACT by placing an order.
Agreements with the Purchaser only become valid and binding on ACT following written order acknowledgment. By submission of the Purchasers order, the Purchaser is deemed to have accepted these Terms and Conditions. The general purchase conditions of the Purchaser are hereby excluded. Acceptance of amendments to existing orders will require a new order acknowledgment.
The Purchaser will be informed about the contract conclusion either through a confirmation by ACT or at the latest through delivery of the ordered products. ACT reserves the right to decline orders.
All Purchasers ordering products have to provide complete KYC documentation including but not limited to following documents: A scan of their government issued ID or passport of any ultimate beneficial owners of the company or private individuals, a Ultimate Beneficial Owner (UBO) certificate or extract of their company registration showing the ownership from a government source.
E – Commerce
ACT is entitled to validly conclude agreements by electronic means with the Purchaser.
Scope of Contract
ACT’s quotation and/or acknowledgment includes only such goods, accessories and work as are specified therein.
Period for Supply of Deliveries or Services
The period for supply of deliveries and services shall be governed by order acknowledgment and shall begin on the date of the order acknowledgment, provided that all specifications have been given to ACT prior to that date. Timely supply is conditional upon timely receipt of all documents required to be furnished by the Purchaser, necessary licenses and releases, timely clarification and approvals of plans and observance of the terms of payment agreed upon and other obligations.
If these conditions are not met, the period allowed for supply shall be extended accordingly. If delivery is delayed for reasons for which the Purchaser is responsible, supply shall be deemed timely if notice that goods are ready for shipment has been given within the agreed period. The Purchaser shall indemnify ACT for any damages that the delayed delivery may cause to ACT.
Unless contrary and expressly stipulated by ACT in writing, periods for supply of deliveries and services are given as purely indicative. ACT shall not be liable for any delay in manufacturing or dispatch.
If the period for supply of deliveries or services can be proven to have been exceeded because of events of force majeure, such as mobilization, war, riot, strike, lockout, or other unforeseeable circumstances, such period shall be adequately extended, without damages to either party.
However, each party will be entitled to withdraw in whole or in part from the agreement if the force majeure event continues for more than three months.
If the Purchaser does not take physical delivery of the goods within 14 days after dispatch from ACT, ACT will be entitled either to cancel the agreement, or to arrange storage of the goods, either at ACT’s own premises or elsewhere at the Purchaser’s risk and to invoice a storage charge equal to five percent of the price of the goods for each calendar month of storage or part thereof.
Transfer of Risk
Unless otherwise specified in ACT’s order acknowledgment, the goods shall be delivered EXWORKS in accordance with INCOTERMS 2000.
Notwithstanding the passing of risk in the goods, property in the goods shall remain vested in ACT until the purchase price in respect thereof has been paid to ACT in full.
Payments received by ACT from the Purchaser shall be applied to discharge the Purchaser’s debts to ACT in the order in which such debts shall have arisen notwithstanding that payments may be made by the Purchaser in purported discharge of a subsequent debt or debts pursuant to ACT’s invoice or invoices therefore.
Until property in the goods passes to the Purchaser any proceeds of the sale of the goods by the Purchaser shall be held in trust for ACT. Prior to this event good may not be pledged or given as security.
ACT is entitled – based on the provisions of local law – in cases of default, delay of payment or insolvency before property passes to the Purchaser to enter the Purchaser’s premises to repossess any of the goods and, in doing so.
ACT will be entitled to dismantle any goods without being liable for any damage caused thereby whereupon the Purchaser’s right to use or deal in the goods shall terminate.
ACT will be entitled to maintain an action for the payment of any goods notwithstanding that property in them has not passed to the Purchaser.
Cancellation, Returns and Refunds
The Purchaser has the right to cancel or withdraw from the contract as provided by statutory law of Grand Duchy of Luxembourg.
The Purchaser is obliged to check the delivered items upon receiving. ACT does not accept responsibility for damage of the items after delivery. Further claims that are made later than 24 hours of delivery will not be accepted. After this period, any delivery will be considered as in accordance with the order. Occurring claims have to be announced to “firstname.lastname@example.org” within said period.
The revocation has to be sent to:
ACTinBlack Europe S.à r.l.
12 Rue de l’industrie
In the case of an effective revocation the mutually received benefits are to be returned and if so derived profits (e.g. interest) are to be returned. In case the Purchaser is unable to reimburse ACT either in total or partially for services received as well as any possible benefits gained (e.g. benefits of use) or return the item in a deteriorated condition only, the Purchaser has to offer a compensation of equal value. This only applies when the deterioration of the goods and the benefits gained can be attributed to handling of the goods that exceeds the examination of functions and properties of the goods. Examinations of functions and properties refers to testing and trying out of said goods as it is possible and common in a shop.
All goods sold by ACT are made to order or purchased from 3rd Party supplier to order. Selected goods are not held in stock and are ordered specifically for the Purchaser specified at point of order. Please make sure that special requests and specifications are noted in your order confirmation.
If for whatever reason the Purchaser cancels an order in whole or in part for a made to order item or purchased to order, and if not otherwise agreed upon in writing, a cancellation charge of 60% of the invoice value shall be paid by the Purchaser or be deducted off any refunds.
If for whatever reason the Purchaser cancels an order in whole or in part for a purchased from 3rd Party supplier to order item, and if not otherwise agreed upon in writing, a cancellation charge of 60% of the invoice value shall be paid by the Purchaser or be deducted off any refunds.
Legal Capacity of the Purchaser
The Purchaser declares and confirms that he/she is of legal age and full legal capacity or that he/she has the consent of their legal representative, to place an order.
Furthermore, the Purchaser confirms that he/she will not misuse our goods for any illegal purposes.
Limitations of Liability
ACT will indemnify the Purchaser against any direct damage to the Purchaser’s property caused by ACT’s gross negligence or that of ACT’s sub-contractors or agents provided that ACT’s total liability in respect of any incident or series of incidents arising from a common cause shall not exceed the price of the related product manufactured and sold by ACT.
ACT’s liability to the Purchaser arising from or connected with any breach by ACT of any contract for the supply of goods shall not exceed a sum equal to the price of such goods.
If any goods supplied by ACT to the Purchaser are sold or passed into the possession or control of a third party, the Purchaser will indemnify and hold ACT harmless against and from any and all claims whatsoever made by any such third parties connected with or relating to such goods.
Except in the case of gross negligence ACT will not be liable to the Purchaser for any loss of contracts or profit or for any indirect, special, or consequential loss, or, save as expressly stated in these Conditions of Sale, for any loss damage of any kind whatsoever suffered by the Purchaser caused by or resulting from ACT’s breach of any contract for the supply of goods.
The provisions of this paragraph shall survive any termination of any contract for the supply of goods.
Ballistic products and Night-Vision Devices
There are no 100% ballistic protective products. They can be penetrated by special ammunition, entrance angle, etc. ACT does not accept any guarantee or any warranty for the protective effect of the goods and refer to the information supplied by the manufacturer.
Night vision and thermal imaging devices never are a substitute for the naked eye and are only to be regarded as an additional option. Therefore, ACT assumes no liability for any damage of objects or people that may occur through the use of night-vision or thermal imaging devices.
Payments can be made by bank transfer only.
Terms of payments shall be as specified in ACT’s order acknowledgment. If nothing has been specified, terms are prepayment. Orders will not be processed until the full payment has arrived on the account of ACT.
Any orders that are not paid within 14 days after placing the order may be cancelled without any further formalities.
All prices quoted are exclusive of any local VAT, or any other local revenue taxes as indicated in the order acknowledgement or quotation. The prices may change without prior notice. All prices are understood to be without the costs of processing, packaging, insurance and transport which will be added on the invoice of the order based on the Incoterms of the transaction.
In spite of every effort, prices may be incorrect. In this case, ACT will immediately contact the Purchaser indicating the correct price. The Purchaser then will either pay the difference or get the difference refunded.
ACT will be entitled to charge interest to the Purchaser at 3% over current LIBOR interest rate on any sums payable by the Purchaser in respect of the goods which are not paid in due time without prejudice to any other rights and remedies as result of non-payment.
If credit is required, the Purchaser will supply sufficient financial information for ACT to evaluate and assign a credit limit.
ACT’s prices are as quoted at the time of the quotation or based on ACT’s current price list. If ACT agrees to invoice its products in any other currency than quoted, it shall be at an exchange rate determined by ACT. ACT, however, reserves the right to adjust the quote or issue an amended invoice if the spot rate moves more than 5% from the rate which applies on the date of the quotation.
Payments should be made without deduction for set-off or counterclaim and free and clear of bank charges at the bank specified by ACT.
Export/Import and Customs
The sale and disposition of goods and software supplied by ACT shall at all times be subject to the export control laws and regulations of the European Union, and its Member States and any amendments thereof. The Purchaser will not make any disposition of such goods or software other than into the ultimate country of destination specified by the Purchaser in writing and declared on ACT’s invoice. The Purchaser will not export any such goods or software or any part thereof including any technical data or the direct product in contravention of the applicable regulations of Japan, the United States of America, United Kingdom, Canada, Australia, New Zealand, Norway, Switzerland, the European Union or its Member States.
All Purchasers ordering export-controlled products have to provide a completed EUC and all other relevant documents for the process of applying for an export permit requested by ACT.
Failure to comply will result in cancelation of the order through ACT.
Any loans of items between ACTinBlack Europe S.à r.l., (“Lessor”) and current user (“Lessee”) are governed by these T&Cs, especially the below sections under “Loan Items”.
Shipping – Lessee agrees to pay both outgoing and return shipping charges at the time of the initial transaction, unless parties otherwise agree. The shipping carrier (“Shipper”) shall be TNT or DHL unless the parties otherwise agree. A signature will be required upon delivery unless parties otherwise agree.
Lessor cannot guarantee a specific time or date for delivery. Any shipping time given by Lessor is only an estimate.
Use, by Lessee, of shipping methods other than those arranged for by Lessor is a violation of these terms, and may result in the application of late fees.
Term – The term of this lease shall commence at the latter of the date the Shipper shows the first attempted delivery or the first day of the rental period shown on order receipt. The term of this lease shall expire on the expiration of the term of days shown on the order receipt. The Equipment must be returned to the chosen Shipper by the end of business on the last day of the term of the lease.
Late Returns – Late returns are penalized a maximum daily penalty equivalent to 125% of the daily rental rate for the Equipment. Any penalties will be charged to the Lessee’s form of payment on file with Lessor.
In the event the rental is not returned 7 days after the due date and Lessor has been unable to collect the applicable penalties, the equipment will be considered stolen and the Lessee’s form of payment will be charged the full replacement value of the Equipment.
If Lessor is unable to collect penalties or the replacement value of the equipment after 7 days, the Lessee shall be considered to be in Default.
Lessor reserves the right to pursue all civil and criminal remedies in the case of unreturned or lost equipment.
Use – Lessee shall use the Equipment in a careful and proper manner and shall comply with and conform to all applicable laws, ordinance, and regulations in any way relating to the use or possession of the Equipment.
Cancellation by Lessor – Lessor reserves the right to cancel any order, for any reason, at any time before delivery occurs.
Cancellation by Lessee – Lessee may cancel an order subject to the following terms: If an order is cancelled by Lessee before the shipment is tendered to the Shipper, the cancellation will result in no charge.
Ownership – The Equipment remains at all times the sole and exclusive property of Lessor. The Lessee has no rights or claims to the Equipment. Lessor makes no claims to images, video, or sound recordings made by the Lessee while using the Equipment.
Damaged or Modified Equipment – Lessee shall keep the Equipment in good repair and condition. Lessee shall not materially modify or alter the Equipment.
In the event of any material modifications, Lessee will be responsible for all reasonable costs of Lessor in restoring the Equipment to its original condition.
Lessee assumes and shall bear the entire risk of damage to the Equipment from any cause, except damage in the possession of the Shipper, during the term of the Lease.
Unless pre-existing damage is reported to Lessor within 24 hours after Lessee takes possession of the Equipment, it is assumed any damage to the equipment occurred during the term of the Lease.
If there is a dispute between Lessor and Lessee as to whether damage occurred in possession of the Shipper, the equipment shall be sent to an independent repair facility. The opinion of the repair facility, as to the cause of the damage, shall be binding on the parties.
In the event of damage caused by Lessee, Lessor shall determine the repair method and venue and the following will apply:.
If Lessor chooses an independent company for repair, Lessee is responsible for the total cost of repair, or the value of the equipment, whichever is less.
Lessor may elect to repair the Equipment in-house. In these cases, Lessee shall be responsible for Lessor’s reasonable expenses for parts and labor up to the value of the equipment.
Loss of Equipment – Lessee assumes and shall bear the entire risk of loss of the Equipment from any cause during the term of the Lease.
Lost or Stolen Equipment – In the event that the Equipment is reported by Lessee to be lost or stolen during the term of the Lease, Lessee is liable to Lessor for the replacement value of the Equipment.
Lessor shall charge Lessee’s form of payment the amount owed for replacement of the lost or stolen Equipment.
If the Lessee’s form of payment cannot be successfully charged within 24 hours, the Lessee shall be considered to be in Default.
Unreturned Equipment – If the Equipment is not returned within seven (7) days of expiration of the term of the Lease, the Lessee shall be liable for the replacement value of the Equipment.
In case of a dispute over whether the Lessee returned the Equipment:
If the tracking information for the return shipping label provided by Lessor does not show that the Equipment has been picked up by Shipper and the Lessee has no drop-off receipt, the Equipment is considered unreturned.
If Lessee used an alternate shipping method, not arranged in advance by the parties, and the Equipment is subsequently lost in transit, the Equipment is considered unreturned.
Lessor shall charge Lessee’s form of payment the amount owed for replacement of the unreturned Equipment.
If the Lessee’s form of payment cannot be successfully charged within 24 hours, the Lessee shall be considered to be in Default.
Default – In the event of default, all amounts owed by Lessee to Lessor are immediately due. In the event of default, Lessee shall be responsible for any reasonable expenses of Lessor in attempting to recover the amount owed from Lessee including collection fees and attorney’s fees.
Lessor reserves the right to pursue all available civil and criminal remedies against lessee, including but not limited to: recovering possession of the equipment, obtaining from Lessee’s form of payment any amounts owed, hiring outside debt collection firms or private investigators, filing of criminal charges, and any civil remedies available. These remedies are not exclusive.
Missing Accessories – In the event of any missing accessories (caps, helmets, batteries, hoods, tripod rings, bags, etc.), Lessee is fully liable to Lessor for the replacement cost of the missing items.
Liability – Lessor does not assume, and the customer indemnifies Lessor against any liability or claims resulting from use or malfunction of the equipment. Lessee assumes all liability that may arise from use or failure of the equipment. Lessee agrees to indemnify and hold harmless from and against all liability and expenses (including attorney’s fees) howsoever arising or incurred, based upon damage to property or injury to, or death of any person arising out of / or attributable to the Lessee’s possession or use of the equipment.
Warranty – Lessor makes no express or implied warranties of merchantability or fitness for a particular purpose with respect to this rented equipment and hereby disclaims the same.
Shipping Delays & Malfunctioning Equipment – In the case of a shipping delay or malfunctioning Equipment, Lessor’s only liability to Lessee is for the portion of Rent applicable to the time period that the Equipment was nonfunctioning or delayed in transit. Lessor shall not be responsible for any consequential or incidental damages resulting from malfunctions or shipping delays.
Taxes or Duties – The Lessee agrees to keep the Equipment free of any taxes, duties, liens, or other encumbrances. In the event such are levied against the Equipment, renter agrees to reimburse Lessor in full for those charges.
Defects after Delivery and Warranty
Subject to the following provisions, ACT warrants to Purchaser that the goods manufactured by ACT shall be free from defects in material and workmanship. ACT’s obligations, set forth below, shall apply only to failures to meet the foregoing warranties for parts only occurring within twelve (12) months from the date of shipment.
The warranty terms may be modified on the basis of the ruling Warranty Policy of ACT only with written agreement.
ACT warrants non-ACT manufactured products only to the extent that the manufacturer’s warranty allows ACT to transfer such manufacturer’s warranty to Purchaser. ACT will pass through to Purchaser any such warranties. Purchaser’s sole remedy for breach of such warranty shall be the remedy offered by and available from the manufacturer, if any. ACT shall have no liability, whether in contract, tort, negligence, or otherwise, to Purchaser with respect to non-ACT manufactured products.
The Purchaser shall grant ACT such adequate time and opportunity as deemed reasonable to remedy failures to meet the foregoing warranties. To remedy such failures, ACT shall repair or, at its option, replace the defective product.
ACT’s obligation to repair or replace as aforesaid shall not apply to any goods which are normally consumed in operation, or have a normal life inherently shorter that the warranty period specified above, or are not properly stored, installed, used, maintained or repaired or are modified other than pursuant to ACT’s instructions or approval, or have been subjected to any other kind of misuse or detrimental exposure, or have been involved in an accident.
ACT shall have no warranty obligations with respect to defects resulting from inexpert alterations or repairs carried out by the Purchaser or his agent.
Any performance figures set out or referred to in ACT’s quotation or in ACT’s published technical documentation cannot take account of the conditions under which the Purchaser will use the goods, accessories and work supplied by ACT. Any performance figures are merely indicative.
If ACT or ACT’s agent furnishes the Purchaser with advice or other assistance which concerns any product supplied hereunder or any system or equipment in which any such product may be installed and which is not required pursuant to this agreement, the furnishing of such advice or assistance will not subject ACT to any liability, whether in contract, warranty, tort (including negligence) or otherwise.
Accordingly, ACT will have no liability to the Purchaser whatsoever for the failure of goods, accessories or work to attain any performance figures as aforesaid unless prior to delivery, ACT has entered into a specific written agreement with the Purchaser, guaranteeing such performance figures subject to the Conditions of Sale set out in such agreement.
Place of Jurisdiction
The laws of the Grand Duchy of Luxembourg apply for the business relationships between ACT and the Purchaser. The courts of the Grand Duchy of Luxembourg will be responsible in any legal dispute between the Purchaser and us. If necessary, the processing of orders will be suspended until the result of the legal dispute is announced.
The works and matters of the website operator presented on this website are subject to the copyright of Grand Duchy of Luxembourg. Reproduction, processing, dissemination and any type of use beyond what is permitted under copyright requires written authorization from the respective author and/or the manufacturer. Copies and downloads of this website are only allowed to be used in a private and non-commercial way. Insofar as contents from this website are not created from the operator, all copyrights from third parties will be noted. In particular, contents of third parties are marked as such.
ACT warrants that any goods or part thereof furnished hereunder shall be free of any rightful claim of any third party for infringement of any patent copyright or trade secret in the country in which the Purchaser’s office to which ACT’s quotation is made or from which the Purchaser’s order is placed is located. If the Purchaser notifies ACT promptly of the receipt of any claim that such goods infringe such a patent copyright or trade secret and provide ACT all necessary assistance information and exclusive authority to settle and defend such claim, ACT will, at ACT’s own expense and option, either settle or defend such claim and any action or proceedings arising there from and pay all damages and cost awarded therein against the Purchaser. In the event of any claim as aforesaid ACT reserves the right to
Procure for the Purchaser the right to continue using the goods, or Modify the goods so that they become non-infringing, or
Replace the goods with non-infringing goods or remove the goods and refund the purchase price less reasonable depreciation.
The foregoing states ACT’s entire liability for patent copyright or trade secret infringement relating to any goods.
In accordance with the General Data Protection Regulation (GDPR,) Regulation (EU) 2016/679, ACT hereby informs our Purchasers and prospective Purchasers of the following:
I) The personal data collected by ACT, will be used for the following purposes:
- To process Purchaser orders.
For this purpose, ACT collects the following information:
- Purchaser account number
- Purchaser type (Business/Individual)
- Purchaser name
- Purchaser e-mail address
- VAT/Tax no. (if provided)
- Purchaser billing address and shipping address including postcode(s,) town(s), country/countries
- Purchaser phone number(s)
- Other Ultimate Beneficial Ownership and Company registration data.
Furthermore, the information listed above is then used for the following:
- To e-mail an order confirmation
- To ship the ordered items to the correct address
- To contact the Purchaser if there are any issues regarding the order/shipment
- To prevent fraudulent behavior
- To meet KYC processes
- To process warranty claims. To this end, the information listed in I.1 above is used for the following:
- To identify the specific order
- To identify the products to be returned for inspection
- To issue a Return Merchandise Authorization (RMA)
- To identify the specific payment to be refunded (if Purchaser opts for a refund rather than a replacement)
- To process product recalls. To this end, the information listed in I.1 above is used for the following:
- To identify the specific orders affected
- To identify and alert the affected Purchasers
- To issue Return Merchandise Authorizations (RMA)
- To identify the specific payment(s) to be refunded (if Purchaser opts for a refund rather than a replacement)
II) Our legal basis for processing for the personal data:
- Processing is necessary for the performance of a contract to which the data subject is party (Article 6(1)(b))
No special categories of personal data is collected.
By consenting to this privacy notice you are giving us permission to process your personal data specifically for the purposes identified. Consent is required for ACT to process personal data, but it must be explicitly given. Where we are asking for your sensitive personal data we will always tell you why and how the information will be used.
You may withdraw consent at any time by contacting email@example.com.
Request For Information
To take part of the information we have collected about you, to edit the information we have collected about you, or to request the data to be erased, please contact ACT via registered mail below.
The requests has to be sent to:
ACTinBlack Europe S.à r.l.
12 Rue de l’industrie
The following parties will receive your personal data for the following purposes as part of ACT’s processing activities:
|Sanction Scanner LTD, 27 Old Gloucester Street,London, United Kingdom
|Check against global sanction lists
|Odoo SA, Rue du Laid Burniat 5, 1348 Ottignies-Louvain-la-Neuve, Belgium
Our offer may contain links to external web pages of third parties whose contents are not subject to our influence. Therefore, we cannot assume any guarantee for these external contents. The respective provider or operator of the web site is always responsible for the content of these pages.
These Terms and Conditions together with any order and acceptance set out the entire agreement and understanding between ACT and the Purchaser in respect of any contract for the supply of goods and shall supersede any prior agreements or representation in respect thereof.
No waiver or modification to any contract for the supply of goods shall take effect unless in writing and signed by authorized representatives of both parties. Neither the course of conduct between both parties nor trade usage shall modify the provisions of any contract for the supply of goods. If the Purchaser issues a purchase order or other documents relating to any contract for the supply of goods, the standard or general Terms and Conditions therein shall be of no force or effect.
The Purchaser’s right and obligations under any contract for the supply of goods shall not be assigned without ACT’s prior written consent.
If the Purchaser will make any composition or arrangement with his creditors or if any legal process is instituted or any person or persons is or are appointed to control his affairs because of his failure to pay his debts, then ACT will be entitled at any time thereafter to terminate any contract for the supply of goods forthwith.
Neither the Purchaser nor ACT will be responsible for non- performance in whole or in part of his obligations under any contract for the supply of goods nor be under any liability to the other in respect thereof due to force majeure, including, without limitation, any industrial dispute or any cause beyond Purchaser’s or ACT’s reasonable control as the case may be.
The Purchaser is responsible for the proper disposition of all material used in packing, protecting and transporting all products supplied by ACT to the Purchaser.
Validity of Contract
If any provision of these Terms and Conditions is void the remaining part of the Terms and Conditions shall remain unaffected.
Luxembourg, December 2022