Our general terms of usage
Using our website means you agree to the below general terms.
Article 1 – Definitions
- Fusico, established at Jan Vanhoenackerstraat 16, 2000, Antwerpen, KBO number 0754559634, is referred to in these general terms and conditions as seller.
- In these general terms and conditions, the vendor’s counterparty is referred to as the buyer.
- Parties are seller and buyer together.
- The agreement is referred to as the purchase agreement between the parties.
Article 2 – Applicability of general terms and conditions
- These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
- Divergence from these terms and conditions is only possible if this has been expressly agreed by the parties in writing.
Article 3 – Payment
- The full purchase price is always paid after performance of the services upon invoice receipt by the client. In some cases a deposit is expected for prepayment. In that case, the buyer will receive proof of the advance payment.
- If the buyer does not pay on time, he will be in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
- If the Buyer remains in default, the Seller will proceed to collect the amount due. The costs relating to such collection will be payable by the Buyer. These collection costs will be calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
- In the event of the Buyer’s liquidation, bankruptcy, attachment or suspension of payments, the Seller’s claims against the Buyer will become immediately due and payable.
- If the Buyer refuses to cooperate in the execution of the order by the Seller, it will still be obliged to pay the agreed price to the Seller.
Article 4 – Offers, quotations and price
- Offers are without obligation, unless a term of acceptance is stated in the offer. If the offer is not accepted within that period, the offer will expire.
- Delivery times stated in offers are indicative and, if exceeded, do not entitle the Buyer to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must agree on this explicitly and in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5 – Right of withdrawal
- After receipt of the order of physical goods, the consumer has the right to dissolve the transaction within 14 days without giving any reason (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer.
- There is no right of withdrawal if the products are custom-made, only have a short shelf life or services were sold.
- The consumer may use a seller’s withdrawal form. The seller is obliged to make this available to the buyer immediately after the buyer’s request.
- During the retraction period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6 – Amendment of the Agreement
- If, during the execution of the agreement, it appears that it is necessary for the proper fulfilment of the assignment to change or supplement the work to be carried out, the parties shall, in good time and in mutual consultation, adjust the agreement accordingly.
- If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The Seller shall inform the Buyer of this as soon as possible.
- If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer of this in writing in advance.
- If the parties have agreed on a fixed price, the Seller shall indicate to what extent the amendment or supplement to the Agreement will result in this price being exceeded.
Article 7 – Completion and transfer of risk
- As soon as the purchased item is received by the buyer, the risk passes from the seller to the buyer.
Article 8 – Investigation, reclaims
- The Buyer shall be obliged to inspect the goods delivered at the time of delivery or delivery, but in any event within the shortest possible period of time. In doing so, the Buyer shall examine whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements that apply to them in normal (commercial) traffic.
- Reclaims with regard to damage, shortages or loss of delivered goods must be submitted to the Seller in writing within 10 working days after the day of delivery of the goods by the Buyer.
- If the complaint is well-founded within the set period, the Seller will be entitled to either repair or redeliver, or to renounce delivery and send the Buyer a credit note for that part of the purchase price.
- Minor deviations and/or deviations customary in the sector and differences in quality, number, size or finish cannot be invoked against the Seller.
- Complaints relating to a particular product will not affect other products or parts belonging to the same agreement.
- After the goods have been processed by the Buyer, no reclaims will be accepted.
Article 9 – Samples and models
- If a sample or model has been shown or provided to the Buyer, it is presumed to have been provided merely as an indication without the goods to be delivered needing to correspond to it. This is different if the parties have explicitly agreed that the good to be delivered will correspond with it.
Article 10 – Delivery
- Deliveries of physical goods and services take place in Belgium, the Netherlands and Luxembourg mainly, but can extend to Europe and the USA.
- The Buyer shall be obliged to take delivery of goods at the time that the Seller delivers them or has them delivered to him, or at the time at which these goods are made available to him in accordance with the agreement.
- If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery of goods, the Seller will be entitled to store the goods at the Buyer’s expense and risk.
- If good are delivered, the Seller shall be entitled to charge any delivery costs.
- If the Seller requires information from the Buyer for the performance of the Agreement, the delivery period will commence after the Buyer has made this information available to the Seller.
- A delivery time stated by the Seller is indicative. This is never a deadline. If the term is exceeded, the Buyer must give the Seller notice of default in writing. For more information on the delivery period, please refer to the FAQs (frequently asked questions).
- The Seller shall be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial delivery does not have independent value. In the event of delivery in parts, the Seller shall be entitled to invoice these parts separately.
Article 11 – Force majeure
- If the seller is unable to fulfil his obligations under the agreement, or to do so on time or properly, due to force majeure, he shall not be liable for any damage suffered by the buyer.
- Force majeure shall in any case mean any circumstance which the Seller could not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be required by the Buyer, such as, for example, illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, strikes, exclusion of workers, changed government measures, transport difficulties, and other disruptions in the Seller’s business.
- Furthermore, the parties will understand “force majeure” to mean the circumstance that suppliers on which the Seller depends for the performance of the Agreement, do not fulfil the contractual obligations towards the Seller, unless this can be attributed to the Seller.
- If a situation as referred to above occurs as a result of which the Seller is unable to fulfil its obligations vis-à-vis the Buyer, those obligations will be suspended for as long as the Seller is unable to fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the Agreement in whole or in part in writing.
- If the force majeure continues for more than three months, the Buyer will be entitled to dissolve the agreement with immediate effect. Dissolution is only possible by registered letter.
Article 12 – Transfer of rights
- No rights of either party under this Agreement may be transferred without the prior written consent of the other party. This provision shall apply as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13 – Retention of title and lien
- The goods present at the Seller’s premises and delivered goods and parts shall remain the Seller’s property until the Buyer has paid the agreed price in full. Until that time, the Seller may invoke its retention of title and repossess the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the Seller shall be entitled to suspend the work until the agreed part has been paid. This shall constitute default of creditor. In that case, late delivery cannot be invoked against the Seller.
- The Seller shall not be entitled to pledge the goods subject to its retention of title or to encumber them in any other way.
- The Seller undertakes to insure the goods delivered to the Buyer subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft, and to make the policy available for inspection upon first request.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the Seller shall have the right of retention. The goods will then not be delivered until the Buyer has paid in full and in accordance with the agreement.
- In the event of the Buyer’s liquidation, insolvency or suspension of payments, the Buyer’s obligations shall become immediately due and payable.
Article 14 – Liability
- Any liability for damage arising out of or in connection with the performance of an agreement shall always be limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount shall be increased by the amount of the deductible according to the relevant policy.
- The Seller’s liability for damage resulting from intent or deliberate recklessness on the part of the Seller or its executive subordinates is not excluded.
Article 15 – Duty to complain
- The Buyer is obliged to report complaints about the work carried out to the Seller immediately. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.
- If a complaint is well-founded, the Seller will be obliged to repair the goods and, if necessary, replace them.
Article 16 – Warrantees
- If warranties are included in the agreement, the following shall apply. The Seller guarantees that the product sold complies with the agreement, that it will function without defects and that it is suitable for the use that the Buyer intends to make of it. This warranty is valid for a period of two calendar years after receipt of the sale by the Buyer.
- This warranty is intended to create an allocation of risk between the Seller and the Buyer in such a way that the consequences of a breach of a warranty are always fully at the Seller’s expense and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of a warranty. The provisions of the previous sentence also apply if the breach was known to the Buyer or could have been known by conducting an investigation.
- The aforementioned warranty does not apply if the defect has arisen as a result of injudicious or improper use or if – without permission – the Buyer or third parties have made changes or attempted to make changes or have used the purchased item for purposes for which it is not intended.
- If the warranty provided by the Seller relates to an item produced by a third party, the warranty shall be limited to the warranty provided by that manufacturer.
- For delivered services in the form of software, it is improbable a fully faultless product is created. Small issues or “Bugs” are to be expected by the client. The client therefore accepts these bugs as part of the software without the service provider being liable for any damages suffered by the client as a result of these bugs. The service provider aims to limit the scope of these bugs as much as possible.
Article 17 – Applicable law and competent court
- Any agreement between the parties shall be governed exclusively by Belgian law.
- The Belgian court in the district where Fusico has its registered office/practice/offices shall have exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If, in legal proceedings, one or more provisions of these general terms and conditions are deemed to be unreasonably onerous, the other provisions shall remain in full force and effect.