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General Terms of Sale: Grand Duchy of Luxembourg

Sales between professionals. These General Terms of Sale are sent with every Quote before it is signed and are accepted by the signature of the Quote. Version 1.0 of 25 October 2026. In the event of any discrepancy between the English and French versions, the French version prevails (Article 39).

Article 1. Identification of the Seller

1.1. The Units are sold by REXOR GROUP LLC, a limited liability company governed by the laws of the State of New Mexico, United States of America, registered with the Secretary of State of New Mexico, whose address is 8206 Louisiana Blvd NE, Ste A #9493, Albuquerque, NM 87113, United States of America, e-mail address contact@lodgeyard.com. Lodgeyard is a brand of REXOR GROUP LLC, used in particular on the website lodgeyard.com.

1.2. REXOR GROUP LLC is not established in the European Union and holds no intra-Community value added tax identification number. The consequences of this situation for value added tax and customs formalities are set out in Articles 12 and 19.

1.3. Further information on the Seller is published in the Legal Notice of the Luxembourg version of the Website.

Article 2. Definitions

2.1. In these Terms, the following capitalised terms have the meaning given to them below, whether used in the singular or the plural:

Article 3. Interpretation

3.1. Headings and the table of contents are included for convenience only and have no effect on the interpretation of the Terms.

3.2. The words "including", "in particular" and "for example" introduce illustrations and do not limit the general words that precede them.

3.3. A reference to an Article is a reference to an Article of these Terms. A reference to a statute, regulation or international convention is a reference to that text as amended or replaced from time to time, provided that no such amendment or replacement may increase the obligations of a Party under a Contract already concluded, save where the amending text so requires imperatively.

3.4. Unless otherwise stated, periods are expressed in calendar days. A period expressed in days starts on the day following the event that triggers it. A period which would expire on a day other than a Business Day is extended to the next Business Day.

3.5. A reference to a trade term such as "DAP" is a reference to that term as defined in the Incoterms® 2020, to the extent not inconsistent with these Terms.

3.6. Nothing in these Terms is to be construed as excluding or limiting a right that the Buyer holds under a mandatory provision of the law applicable to the Contract.

Article 4. Scope and acceptance of the Terms

4.1. These Terms govern every sale of Units by the Seller to a Buyer for delivery at a Delivery Place located in the Grand Duchy of Luxembourg.

4.2. The Terms are sent to the Buyer, in a format that it can store and reproduce, together with each Quote and before the Quote is signed. The Buyer accepts them by signing the Quote, which bears the following statement: "I have read the attached general terms of sale and I accept them." The Parties acknowledge that the Buyer is thereby placed in a position to know the Terms at the time of signature, within the meaning of Article 1135-1 of the Luxembourg Civil Code.

4.3. The general terms of purchase of the Buyer, and any other condition stated in a purchase order, an acknowledgment, a letterhead or any other document of the Buyer, do not apply, unless the Seller has accepted them expressly and in writing.

4.4. Any derogation from these Terms is valid only if it is stated in the Quote or in a written amendment signed by both Parties. A derogation agreed for one Contract does not extend to any other Contract.

4.5. To the extent that Articles 51 and 52 of the Luxembourg Law of 14 August 2000 on electronic commerce, as amended, would apply to a Contract concluded by electronic means, the Parties, both acting as professionals, agree that the obligations laid down in Article 51(1) and Article 52(1) of that Law do not apply, as those provisions permit between professionals. The Seller nonetheless provides these Terms in a form allowing them to be stored and reproduced, in accordance with Article 51(2) of that Law, and this agreement does not affect the information that the Seller provides in the Quote and in these Terms.

Article 5. Professional capacity of the Buyer

5.1. The Seller sells only to professionals. The Buyer declares and warrants that it concludes the Contract for the purposes of its trade, business, craft or profession, in particular the operation of a campsite, holiday park, holiday village or rental accommodation business, and not as a consumer.

5.2. Before signature of the Quote, the Buyer provides, on request, any information enabling its professional capacity to be verified, in particular its name or business name, its address of establishment, its registration number in a trade register where applicable and its value added tax identification number where it has one.

5.3. The Seller does not issue Quotes to consumers within the meaning of Article L. 010-1 of the Luxembourg Consumer Code. If, notwithstanding the foregoing, a Contract were concluded with a person having that capacity, nothing in these Terms would deprive that person of the protection afforded to it by the mandatory provisions of the law applicable to it, and any clause incompatible with those provisions would be inapplicable to that person to the extent of that incompatibility.

Article 6. Nature of the sale and allocation of roles

6.1. The Units are sold as movable goods, finished in the factory, capable of being dismantled and transported. The Contract is a contract for the sale of goods. It does not include the performance of any construction work.

6.2. The Seller performs no work on the Buyer's land: neither foundations, nor supports, nor anchoring, nor assembly, nor unfolding, nor connections, nor commissioning. These works are carried out by undertakings chosen by the Buyer, with which the Buyer contracts directly, in particular the Installer Partner proposed in the Quote in accordance with Article 7.

6.3. The Seller does not perform any design, supervision or coordination of those works.

6.4. The Seller studies the Buyer's project, selects the Manufacturer, sells the Buyer the Unit delivered to its site, has each Unit inspected before Factory Departure and answers for the conformity of the Units in accordance with Articles 22 to 26. The Seller remains the Buyer's point of contact for all matters relating to the Unit, from the first exchange until commissioning.

6.5. The Buyer validates the plans, obtains the authorisations relating to its land, acts as importer of the Units in accordance with Article 19, and insures the Units from Delivery in accordance with Articles 17 and 20.

Article 7. Turnkey offer and Installer Partner

7.1. The Seller's Quote indicates a Total Turnkey Price, which is the sum of three components, each of which is identified separately in the Quote together with the person who invoices or collects it.

7.2. The Total Turnkey Price is made up of:

  1. the Unit Price, being the price of the Unit delivered to the Delivery Place, invoiced by the Seller;
  2. the estimated import duties and charges, including the fees of the customs representative acting for the Buyer, which are paid by the Buyer in its capacity as importer in accordance with Article 19; and
  3. the lump-sum price of the Installation Works, established by the Installer Partner, an independent undertaking insured for those works, and invoiced by it directly to the Buyer.

7.3. The Installer Partner performs the Installation Works, invoices them directly to the Buyer with the value added tax applicable to them, and is solely liable for them, in accordance with the Installer Contract that it concludes with the Buyer, at the price fixed in the Quote.

7.4. The scope of the Installer Partner's lump sum and its conditions are annexed to the Quote. The scope covers in particular unloading and placing, non-sealed supports, unfolding, connection to the existing utility points of the pitch within the distance limits stated in the annex, connection of the electrical installation by an electrician authorised in Luxembourg, inspection of the electrical installation by an approved inspection body before commissioning, and commissioning. The conditions relate in particular to access, ground and existing utility points. Any discrepancy found on site is the subject of a supplementary quote from the Installer Partner before any work is carried out.

7.5. The Seller receives no sum of any kind in respect of the Installation Works and does not design, direct or coordinate them. The Seller is not a party to the Installer Contract and does not answer for its performance.

7.6. The Buyer remains free to entrust the Installation Works to another undertaking. In that case, the component referred to in Article 7.2(3) is not due to the Installer Partner, and the Seller's obligations under the Contract remain unchanged.

7.7. The Seller provides the Installer Partner, or the undertaking chosen by the Buyer, with the plans and the Manufacturer's Instructions of the Units.

Article 8. Manufacturer and economic operator in the Union

8.1. The Seller is not the manufacturer of the Units. The Manufacturer is named in the Quote. Its name appears on the rating plate of each Unit and in its documentation. The Seller communicates to the Buyer without delay, on simple request, the full name and address of the Manufacturer.

8.2. For each model, the Seller compares several manufacturers on the technical data sheet, the price and the lead time. It checks the Manufacturer's licence on the Chinese national register and each certificate with the body that issued it. The asbestos analysis report supplied for the Units is issued by an accredited laboratory.

8.3. The Seller requires the Manufacturer to provide the name and address of the economic operator established in the European Union that the Manufacturer has designated, where Regulation (EU) 2019/1020 or Regulation (EU) 2023/988 requires one. That information appears on the rating plate and in the documentation of the Units in accordance with Article 28.

Article 9. Quotes, formation of the Contract and contractual documents

9.1. Prices, descriptions and illustrations appearing on the Website, in brochures or in any other communication do not constitute an offer. They are invitations to enter into negotiations. Only the Quote binds the Seller, under the conditions of this Article.

9.2. The Quote states in particular the Units and their quantity, the Manufacturer, the Technical Specifications, the Unit Price, each component of the Total Turnkey Price, the payment schedule, the Delivery Place, the provisional schedule up to delivery, the port of arrival in the European Union and the Luxembourg customs office of destination, the scope of the Installer Partner's lump sum, and what the price does not include. The Quote remains valid for the period stated in it.

9.3. The Order becomes firm, and the Contract is formed, on the date on which the Seller has received both (a) the Quote signed by the Buyer bearing the statement set out in Article 4.2, and (b) the Deposit. The Quote may be signed by hand or electronically, in accordance with Article 1322-1 of the Luxembourg Civil Code. The Seller is not obliged to place any order with the Manufacturer before the Order has become firm.

9.4. If the Buyer adds to, deletes or alters any element of the Quote before signing it, the document so altered is a counter-offer which binds the Seller only if the Seller accepts it in writing.

9.5. The Contract consists of the following documents, which prevail over one another in the following descending order: (a) the accepted Quote and its annexes, in particular the Technical Specifications and the payment schedule; (b) these Terms; (c) the Manufacturer's Instructions. In the event of a contradiction between two documents of the same rank, the most recent prevails.

9.6. The illustrations, drawings, three-dimensional models and photographs of the Website and of brochures are not contractual. Only the technical data sheet and the plans annexed to the Quote are contractual. The characteristics of the reference models shown on the Website are taken from the Manufacturers' documentation and are confirmed in writing in each Quote.

Article 10. Technical Specifications and plans

10.1. The layout, finishes, insulation, colours and options of the Units are fixed in plans which the Buyer validates in writing at the time of the Order. The Units are manufactured in accordance with the plans so validated.

10.2. Any change requested by the Buyer after validation of the plans requires a written amendment signed by both Parties, stating its consequences for the Unit Price, the schedule and, where applicable, the scope of the Installation Works. Failing such an amendment, the plans initially validated remain applicable.

10.3. A delay in the validation of the plans by the Buyer postpones the Estimated Delivery Date by an equal period.

Article 11. Deposit

11.1. Unless the Quote provides otherwise, the Deposit is equal to forty per cent (40%) of the Unit Price and is payable upon signature of the Quote.

11.2. The sums paid with the Order constitute a down payment on account of the price (acompte). They are not earnest money (arrhes): neither Party may withdraw from the Contract by forfeiting them or by repaying twice their amount, and Article 1590 of the Luxembourg Civil Code does not apply to them.

Article 12. Prices, taxes and invoicing

12.1. The Unit Price invoiced by the Seller is expressed in euros, exclusive of taxes, for delivery under the DAP rule (Incoterms® 2020) at the Delivery Place. It includes the carriage of the Units to the Delivery Place, their insurance during carriage and the external transit formalities referred to in Article 19.4.

12.2. The Unit Price does not include customs duties, import value added tax or any work on site. These items appear separately in the Total Turnkey Price in accordance with Article 7.2.

12.3. The import duties and charges stated in the Quote are estimates. The amounts actually payable are those assessed by the competent customs and tax authorities on importation. They are borne by the Buyer as importer.

12.4. The Seller's invoices are issued without value added tax. The supply, which starts from the Manufacturer's factory located outside the European Union, falls outside the scope of value added tax in the Union for the Seller, and import value added tax is due from the Buyer as importer (Council Directive 2006/112/EC, Articles 32 and 201).

12.5. Each Pro Forma Invoice and each invoice of the Seller states the Unit Price, the instalment concerned and the account on which it is payable. The commercial invoice supplied for customs purposes complies with Article 19.6.

12.6. The "from" prices displayed on the Website are indicative turnkey prices, exclusive of value added tax, for a standard pitch in Luxembourg. They are confirmed or adjusted in each Quote according to the Buyer's project and site.

Article 13. Payment terms and security of payments

13.1. Unless the Quote provides otherwise, the Unit Price is payable as follows: (a) forty per cent (40%) upon the Order, in accordance with Article 11; (b) the Balance before Factory Departure, upon receipt by the Buyer of the Inspection Report.

13.2. Payment is made exclusively by bank transfer to the bank account stated on the Seller's Pro Forma Invoice. The Buyer must never make a payment to bank details received by any other means. The name of the beneficiary to be entered in the transfer order is exactly that of the holder of the account shown on the Pro Forma Invoice: REXOR GROUP LLC.

13.3. No bank details are ever communicated through the chat window of the Website. The Buyer refrains from entering any payment details in it.

13.4. A payment is deemed made on the date on which the funds are credited to the Seller's account.

13.5. The Seller may suspend the manufacture or shipment of the Units for as long as an instalment that has fallen due remains unpaid. This contractual right applies in addition to the rights that the Seller holds under Article 71 of the CISG. The Estimated Delivery Date is then postponed by a period equal to the suspension.

13.6. The Parties agree that the schedule of payments by instalments set out in this Article constitutes a schedule within the meaning of Article 3(5) of the Law of 18 April 2004 referred to in Article 14.

Article 14. Late payment

14.1. This Article applies the Luxembourg Law of 18 April 2004 on payment periods and late-payment interest, as amended in particular by the Law of 29 March 2013 transposing Directive 2011/7/EU.

14.2. Any sum not paid on its due date bears, automatically and without any reminder being necessary, simple interest for late payment at the reference rate increased by ten (10) percentage points. The reference rate is the interest rate applied by the European Central Bank to its most recent main refinancing operations, determined for each half-year as provided in Articles 1 and 3(2) of that Law. Interest runs from the day following the due date until the day of actual payment.

14.3. Where late-payment interest is due, the Buyer also owes the Seller, automatically and without any reminder being necessary, a fixed sum of forty euros (EUR 40) as compensation for recovery costs, in accordance with Article 5(1) and (2) of that Law.

14.4. The Seller is further entitled to claim reasonable compensation, upon presentation of supporting documents, for all other recovery costs exceeding that fixed sum and incurred as a result of the late payment, in accordance with Article 5(3) of that Law.

14.5. The rights provided for in this Article are without prejudice to the other remedies available to the Seller, in particular the suspension provided for in Article 13.5.

Article 15. Cancellation by the Buyer

15.1. If the Buyer cancels a firm Order or refuses to take delivery, the Seller may, at its option, either require performance of the Contract and payment of the price, or notify the Buyer in writing that the Contract is avoided (terminated).

15.2. In the event of avoidance under Article 15.1, the Buyer owes the Seller, as liquidated damages covering the costs incurred and not recoverable:

  1. ten per cent (10%) of the Unit Price, exclusive of taxes, if the cancellation is notified before the Seller has placed its order with the Manufacturer;
  2. the costs incurred and not recoverable, duly justified, in particular the deposit paid to the Manufacturer, within the limit of the amount of the Deposit, if the cancellation is notified after the order has been placed with the Manufacturer and before Factory Departure;
  3. one hundred per cent (100%) of the Unit Price, exclusive of taxes, if the cancellation is notified after Factory Departure, less the net resale price which the Seller would obtain for the Units and the costs which it avoids.

15.3. These liquidated damages are set off against the sums already paid. Any surplus of the sums paid over the liquidated damages is refunded to the Buyer.

15.4. The Buyer may always prove that the Seller's loss is manifestly lower than the amount of the liquidated damages. This Article is moreover without prejudice to the power of the court to moderate or increase an agreed penalty that is manifestly excessive or derisory, under Article 1152 of the Luxembourg Civil Code.

15.5. On request, the Seller informs the Buyer in writing whether its order has been placed with the Manufacturer and, if so, on what date.

15.6. The refusal of, or delay in obtaining, an administrative authorisation, in particular in matters of town planning, tourism, environment, water management, classified establishments or fire safety, is not a ground for avoidance without liquidated damages. The Buyer verifies these matters before signing the Quote, in accordance with Article 21.

Article 16. Manufacturing follow-up and pre-shipment inspection

16.1. During manufacture, the Seller relays to the Buyer photographs showing the progress of the production of the Units.

16.2. Before Factory Departure, each Unit is inspected at the Manufacturer's premises by an independent inspector, on the basis of a written checklist covering in particular dimensions, structure, joinery, finishes, equipment and documents. A defect found during the inspection is corrected before Factory Departure.

16.3. The Seller sends the Inspection Report to the Buyer. Receipt of the Inspection Report triggers the payment of the Balance in accordance with Article 13.1.

16.4. Where the Quote so provides, loading may also be supervised, in particular as regards the number of Units, their condition, their securing and the seal number.

16.5. The inspection referred to in this Article does not constitute an acceptance of the Units by the Buyer and does not affect the Buyer's rights under Articles 22 to 24.

Article 17. Transport, delivery and transfer of risk

17.1. Delivery takes place under the DAP rule (Incoterms® 2020) at the Delivery Place. The Seller organises, at its own cost included in the Unit Price, the carriage of the Units from the factory to the Delivery Place, including sea carriage to the port of arrival in the European Union indicated in the Quote, external transit to the Luxembourg customs office of destination and road carriage to the Delivery Place, as well as their insurance during carriage.

17.2. A Unit is delivered when it is placed at the Buyer's disposal on the arriving means of transport at the Delivery Place, ready for unloading.

17.3. Unloading, lifting, placing on the supports and all subsequent works are at the Buyer's charge and risk. Where the Buyer entrusts them to the Installer Partner, they are performed under the Installer Contract.

17.4. The risk of loss of or damage to the Units passes to the Buyer upon Delivery, even if ownership has not yet been transferred to the Buyer under Article 20. The Buyer insures the Units against all damage from Delivery.

17.5. The Buyer guarantees that the Delivery Place is accessible to the lorry and to the crane, in particular as regards width, ground bearing capacity, slope, obstacles and overhead power lines. The consequences of a breach of this guarantee, including additional costs of carriage, waiting, storage or redelivery caused by it, are borne by the Buyer.

17.6. A delivery note recording the Delivery is drawn up on the day of Delivery. It is not an acceptance of works: the Seller delivers a finished Unit. The Manufacturer's Instructions are handed over to the Buyer upon Delivery.

Article 18. Delivery dates and late delivery

18.1. The provisional schedule, date by date, is set out in the Quote. Delivery dates are estimates. The Estimated Delivery Date is postponed by any period of delay attributable to the Buyer, in particular in the validation of the plans, the payment of an instalment or the communication of the information referred to in Article 19.3, and by the duration of any Force Majeure Event.

18.2. If Delivery takes place more than thirty (30) days after the Estimated Delivery Date, for a reason attributable neither to the Buyer nor to a Force Majeure Event, the Buyer is entitled to liquidated damages equal to zero point five per cent (0.5%) of the Unit Price, exclusive of taxes, of the Units delivered late, per full week of delay beyond those thirty days, capped at five per cent (5%) of that price.

18.3. Subject to Article 26.4 and to Article 1152 of the Luxembourg Civil Code, these liquidated damages compensate the entire loss caused by the delay. They are paid within thirty (30) days of Delivery, upon written request of the Buyer.

18.4. If Delivery has not taken place sixty (60) days after the Estimated Delivery Date, and after a formal notice which has remained without effect for fifteen (15) days, the Buyer may avoid (terminate) the Order by written notice and obtain the repayment of the sums paid.

Article 19. Importation, customs and taxes

19.1. The Buyer is the importer of the Units. The customs declaration for release for free circulation is made in the name of the Buyer, either directly or through the customs representative that the Buyer appoints. It is never made in the name of the Seller.

19.2. The Buyer is the consignee and the importer for the purposes of customs and value added tax legislation. It is liable for customs duties, import value added tax and any tax or levy due upon importation or placing on the market in the Grand Duchy of Luxembourg.

19.3. Before Factory Departure, the Buyer communicates to the Seller its EORI number, its value added tax identification number and, where applicable, the information required for the deferred payment of import value added tax.

19.4. The Units are carried under the external transit procedure from the port of arrival in the European Union to the Luxembourg customs office indicated in the Quote, where the Buyer clears them through customs. The importation thus takes place in the Grand Duchy of Luxembourg, the Member State in which the Units cease to be covered by the transit arrangements (Directive 2006/112/EC, Article 61; Regulation (EU) No 952/2013, Article 226).

19.5. If the Seller introduces a freight forwarder or customs representative to the Buyer, that undertaking acts, for customs clearance, in the name and on behalf of the Buyer. The Buyer remains free to choose another customs representative.

19.6. The Seller provides the information necessary for the formalities: a commercial invoice distinguishing the price of the Units, the freight up to entry into the European Union and the costs incurred after that entry, a packing list, the origin and the composition of the Units.

Article 20. Retention of title

20.1. The Seller retains ownership of the Units until full payment of the Unit Price, in principal and accessories. Ownership passes to the Buyer upon such full payment.

20.2. Until then, the Buyer may neither resell the Units, nor grant them as security, nor fix them permanently to the ground. It insures them against all damage from Delivery.

20.3. If payment is not made on the due date, the Seller may, after a formal notice which has remained without effect for eight (8) days, take back the Units at the Buyer's expense. The Units can be separated from their supports without damage.

20.4. This Article constitutes a retention-of-title clause recorded in writing no later than Delivery, in particular for the purposes of the provisions of the Luxembourg Code of Commerce on the claiming of goods sold subject to retention of title (Article 567-1). The effects of this clause in relation to third parties are governed by the law of the place where the Units are located. The Buyer completes any formality required by that law.

Article 21. Siting, authorisations and use

21.1. The Units are designed to be placed on non-sealed supports, removable and movable, in accordance with the Manufacturer's Instructions.

21.2. The Buyer is responsible, before signing the Quote and then throughout operation, for the rules applicable at the place of siting, in particular: town-planning and building authorisations; the rules on nature protection, including in the green zone, and on water management, including in flood zones; the rules on campsites and tourist accommodation and the related authorisation; the rules on classified establishments; fire-safety requirements and any certificate relating to its land; and the number and footprint of accommodation units per pitch.

21.3. The information on Luxembourg rules published on the Website is general information established on the basis of the texts in force at the date of its publication. It does not replace the opinion of the Buyer's municipality or of the competent administrations.

21.4. The Buyer is responsible for the design and execution of the supports, for the connections by qualified professionals and for the inspection of the electrical installation by an approved inspection body before commissioning. Where the Buyer entrusts these works to the Installer Partner, they are performed under the Installer Contract.

21.5. Any permanent fixing, modification or installation not in accordance with the Manufacturer's Instructions is carried out under the sole responsibility of the Buyer.

Article 22. Examination on delivery and notice of non-conformity

22.1. The Buyer examines each Unit upon Delivery. It records on the delivery note, with photographs in support, any reservation concerning missing items, transport damage and apparent defects, and confirms it in writing to the Seller and to the carrier within three (3) Business Days.

22.2. Any other lack of conformity must be notified in writing to the Seller, specifying its nature, with photographs, within thirty (30) days of its discovery and at the latest twenty-four (24) months after Delivery. Failing such notice, the Buyer loses the right to rely on it.

22.3. This Article governs the manner and time limits of the examination of the Units and of the notices, including, where applicable, for the purposes of Article 4 of the Hague Convention of 15 June 1955 on the law applicable to international sales of goods. It specifies the periods referred to in Articles 38 and 39 of the CISG.

22.4. This Article does not prevent the Buyer from relying on Article 40 of the CISG where the lack of conformity relates to facts of which the Seller knew or could not have been unaware and which it did not disclose to the Buyer, nor on Article 44 of the CISG.

Article 23. Conformity warranty and remedies

23.1. The Seller warrants that each Unit conforms to the Technical Specifications annexed to the Quote.

23.2. In the event of a lack of conformity notified in accordance with Article 22, the Seller, at its option and at its own expense, has the Unit repaired, replaces the defective element or reduces the price in proportion to the lack of conformity.

23.3. Article 23.2 is without prejudice to the right of the Buyer to declare the Contract avoided in the event of a fundamental breach of contract (CISG, Article 49) and to claim damages within the limits of Article 26.

23.4. The Seller answers for the conformity of the Units directly to the Buyer. The Buyer is not required to pursue the Manufacturer abroad in order to exercise the rights granted by this Article.

Article 24. Manufacturer's warranties

24.1. In addition to the warranty provided for in Article 23, the written warranties of the Manufacturer are annexed to the Quote item by item, in particular for the structure, panels, joinery and equipment.

24.2. The Seller implements those warranties together with the Buyer. The Manufacturer's warranties are in addition to, and do not replace or reduce, the rights of the Buyer under Articles 22 and 23.

Article 25. Matters outside the conformity warranty

25.1. In accordance with Articles 36 and 80 of the CISG, the Seller does not answer for a lack of conformity to the extent that it results from:

  1. a fact occurring after the passing of risk which is not due to a breach of the Seller's obligations;
  2. installation, connection, permanent fixing or modification carried out otherwise than in accordance with the Manufacturer's Instructions;
  3. the Installation Works, for which the Installer Partner or the undertaking chosen by the Buyer answers under its own contract with the Buyer;
  4. a use, maintenance or upkeep not in accordance with the Manufacturer's Instructions;
  5. normal wear and tear; or
  6. an act or omission of the Buyer.

25.2. Article 25.1 does not apply where the matter referred to in it is itself caused by a lack of conformity of the Unit for which the Seller is responsible.

Article 26. Limitation of liability

26.1. The total liability of the Seller in respect of an Order, for all causes combined, is limited to the Unit Price, exclusive of taxes, of the Units concerned.

26.2. The Seller is not liable for indirect losses, in particular loss of operation, of turnover, of bookings or of season.

26.3. In any event, the damages for which the Seller may be liable may not exceed the loss which it foresaw or ought to have foreseen at the time of the conclusion of the Contract, in accordance with Article 74 of the CISG and, for matters not governed by the CISG, with Article 1150 of the Luxembourg Civil Code, which reserves the case of intentional non-performance.

26.4. The limitations in Articles 26.1 and 26.2 do not apply in the event of gross negligence or wilful misconduct of the Seller or of the persons for whom it is responsible, nor to bodily injury, nor to liability for defective products under the applicable legislation, nor where a mandatory rule prohibits them.

26.5. The Seller does not answer for the Installation Works or for the acts of the Installer Partner, of the customs representative acting for the Buyer, or of any other undertaking contracting directly with the Buyer.

Article 27. Force majeure

27.1. Neither Party is liable for a delay in or failure of performance caused by an event of force majeure or a fortuitous event within the meaning of Articles 1147 and 1148 of the Luxembourg Civil Code, or by an impediment within the meaning of Article 79 of the CISG, namely an impediment beyond its control which it could not reasonably be expected to have taken into account at the time of the conclusion of the Contract or to have avoided or overcome, or its consequences.

27.2. Provided that they meet those conditions, the following in particular constitute Force Majeure Events: the closure of ports, the interruption of maritime transport, customs or health measures, epidemics and natural disasters.

27.3. The Party affected notifies the other Party in writing of the impediment and of its effect on its ability to perform, within a reasonable time after it knew or ought to have known of it. The obligations affected are suspended for the duration of the impediment.

27.4. If the impediment lasts more than ninety (90) days, either Party may avoid (terminate) the Order by written notice. The sums paid are then repaid, less the costs incurred and not recoverable, duly justified.

27.5. A Force Majeure Event does not exempt the Buyer from paying sums which had fallen due before it occurred.

Article 28. Documentation of the Units

28.1. For delivery in Luxembourg, each Unit is delivered with its Manufacturer's Instructions and its safety warnings in French; with the EU declarations of conformity of those of its components which are subject to them; and with a rating plate indicating the Manufacturer and the economic operator established in the European Union which answers for it.

28.2. The Seller provides, on request, the technical file useful for the inspection of the electrical installation and for the fire-safety requirements of the Buyer's land: plans, electrical diagram, list of components and available reaction-to-fire classifications. That file may also be provided to the Buyer's insurer.

Article 29. Intellectual property

29.1. The plans, drawings, technical files, photographs and documents supplied by the Seller remain the property of the Seller, of the Manufacturer or of their respective licensors. The Contract does not transfer any intellectual property right to the Buyer.

29.2. The Seller grants the Buyer a non-exclusive, royalty-free right, for the lifetime of the Units, to use and reproduce those documents for the purposes of installation, administrative authorisations, insurance, operation, maintenance and resale of the Units.

29.3. The Lodgeyard brand and the content of the Website are protected in accordance with the Website Terms of Use.

Article 30. Confidentiality

30.1. Each Party keeps confidential the content of the Quote and the commercial information of the other Party received in connection with the Contract, and uses them only for the performance of the Contract.

30.2. This obligation does not apply to information which is or becomes public otherwise than through a breach of this Article, nor to disclosures made to the Installer Partner, to the customs representative, to carriers, to insurers, to financing institutions, to competent administrations and courts, or to advisers bound by professional secrecy, to the extent necessary for the performance of the Contract or required by law.

30.3. This obligation applies for the duration of the Contract and for three (3) years after its expiry or termination.

Article 31. Personal data

31.1. The personal data of the Buyer's contact persons are processed in accordance with the Seller's Privacy Policy, available on the Website.

31.2. Where the Buyer communicates to the Seller the personal data of its staff or of third parties, it informs them of that communication and of the existence of the Privacy Policy.

Article 32. Notices and communications

32.1. Notices under the Contract are made in Writing. Communications to the Seller are sent to contact@lodgeyard.com. Communications to the Buyer are sent to the electronic mail address stated in the Quote.

32.2. A formal notice, a notice of avoidance or termination and a notice of non-conformity are sent by registered letter with acknowledgment of receipt or by electronic mail. When sent by electronic mail, they take effect upon their dispatch, in accordance with Article 27 of the CISG where it applies; the sender keeps proof of dispatch.

32.3. Each Party informs the other without delay of any change in its contact details. Until such information is given, communications validly sent to the previous contact details remain effective.

Article 33. Assignment and subcontracting

33.1. The Buyer may not assign the Contract, in whole or in part, without the prior written consent of the Seller.

33.2. The Units are manufactured by the Manufacturer. The Seller may entrust to third parties the carriage, the inspection and the other services necessary for the performance of the Contract. It remains liable to the Buyer for the performance of its own obligations.

Article 34. Independence of the Parties and of third parties

34.1. The Parties are independent contracting parties. Nothing in the Contract creates a company, partnership, agency or employment relationship between them.

34.2. The Installer Partner, the Manufacturer, the inspector, the carriers and the customs representative are independent undertakings. The Seller does not act as agent of the Manufacturer, and the Installer Partner does not act as agent of the Seller.

Article 35. Entire agreement and amendments

35.1. The Contract, consisting of the documents listed in Article 9.5, constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior proposals, exchanges and representations relating to it.

35.2. Article 35.1 does not exclude the liability of a Party for fraud (dol) and does not deprive of effect the information contained in the Quote and its annexes.

35.3. The Contract may be amended only by a written amendment signed by both Parties.

Article 36. Severability

36.1. If a provision of these Terms or of the Contract is held invalid or unenforceable, in whole or in part, that invalidity does not affect the other provisions, which remain in full force.

36.2. The Parties then negotiate in good faith a valid provision whose effect is as close as possible to that of the provision concerned, within the limits permitted by law.

Article 37. No waiver

37.1. The fact that a Party does not exercise, or delays in exercising, a right under the Contract does not constitute a waiver of that right. A waiver is valid only if it is made in Writing and is limited to the case for which it is given.

Article 38. Survival

38.1. Articles 14, 15, 20, 22 to 26, 29, 30, 31 and 39 to 41 survive the expiry, avoidance or termination of the Contract to the extent necessary for their purpose.

Article 39. Language

39.1. These Terms are drawn up in English and in French. Both versions are published on the Website and sent with the Quote.

39.2. In the event of any discrepancy between the two versions, the French version prevails. French is the language in which the legislation of the Grand Duchy of Luxembourg, which governs the Contract, is drawn up and is authoritative (Law of 24 February 1984 on the language regime, Article 2), and one of the languages of judicial proceedings in Luxembourg (Article 3 of that Law); it is also the language of the documentation of the Units under Article 28.

39.3. Each Party declares that it has understood the version that it has read.

Article 40. Governing law

40.1. The Contract is governed by the law of the Grand Duchy of Luxembourg, including the CISG, as permitted by Article 3 of Regulation (EC) No 593/2008 (Rome I).

40.2. Matters which are not governed by the CISG, in particular the validity of the Contract and of its clauses and the effects of the Contract on the ownership of the Units, are governed by Luxembourg law.

Article 41. Jurisdiction

41.1. The Parties endeavour to settle amicably any dispute arising from the Contract. This attempt is not a condition of admissibility of an action.

41.2. Any dispute relating to the formation, performance, interpretation or termination of the Contract falls within the exclusive jurisdiction of the competent courts of the City of Luxembourg, in accordance with Article 25 of Regulation (EU) No 1215/2012 (Brussels I bis), including in the event of multiple defendants or third-party proceedings.

41.3. Article 41.2 does not prevent a Party from applying to any competent court for provisional or protective measures, as permitted by Article 35 of that Regulation.

Article 42. Version, entry into force and amendment of the Terms

42.1. This is version 1.0 of the General Terms of Sale for the Grand Duchy of Luxembourg, dated 25 October 2026. It applies to Quotes issued from that date for a Delivery Place located in the Grand Duchy of Luxembourg.

42.2. A Contract remains governed by the version of the Terms sent with the Quote that the Buyer has signed. The Seller may amend these Terms for the future; an amended version applies only to Quotes issued after its publication.

42.3. The other legal documents of the Luxembourg version of the Website are listed on the legal information page. The French version of these Terms is published at /lu/juridique/conditions-generales-de-vente.