Version 2019

FUSIREF REFRACTORIES

Article 1

Fusiref Refractories, hereinafter referred to as "FUSIREF", is a public limited company governed by Belgian law, whose registered office is located at 7321 Bernissart, rue de l'Industrie 1 A, registered with the ECB under number BE 432.636.628.

These general conditions are applicable to all business relationships and orders for goods and/or services and works that are placed with FUSIREF.

The application of these general conditions constitutes a determining condition of FUSIREF's consent. Consequently, any business relationship implies full adherence to these general conditions, to the exclusion of any clauses or conditions appearing on letters and documents from the client, whether prior or subsequent to these general conditions and/or special conditions.

These general conditions may only be derogated from by prior written agreement by FUSIREF. Any derogation granted by FUSIREF to these general conditions does not invalidate the other provisions.

These general terms and conditions, the provisions mentioned in the offer sent to the client, and the special terms and conditions of FUSIREF, where applicable, form a contractual unit, complement each other and constitute the entire contractual relationship.

If one of the clauses of these general terms and conditions is declared null and void, this nullity shall not affect the validity of the other clauses.

In the event of any inconsistency between the various versions of the general terms and conditions, the French version shall prevail.

Article 2

If they are not accepted within 15 calendar days of their issue, FUSIREF's offers cease to be binding for FUSIREF.

The documents covered by the offer are strictly confidential. They may not be copied or communicated and may not be used to the detriment of their author, who remains the owner.

Article 3

No order, whatever the purpose, will be accepted if it is not followed by an order form from the client, approved by FUSIREF, and signed by the persons duly authorized to commit the latter.

Article 4

To be valid, the client's communications relating to the execution of the order must be made in writing.

Article 5

Unless otherwise agreed in the special conditions, whether it concerns work carried out by FUSIREF or on its behalf, on site or in the workshop, any change in wages, social security contributions, the price of materials or their transport, as well as any new taxation, imposed by virtue of any legal provision in the broad sense, shall give rise to a reduced or increased statement in accordance with the revision clause below:

Revision shall be applied to each payment instalment and the amounts to be paid shall be determined by applying the following formula to the amount of each payment instalment or progress report on the work itself established on the basis of the contract:

The terms s/S and i/I are the indices of price adjustment to the index published by the SPF Economie.

The S and I values are determined on the date of the order accepted by FUSIREF.

The values s and i are determined on the last day of the month in which the services are invoiced.

Article 6

FUSIREF will perform its obligations with all reasonable care, using its best efforts and according to best practices, respecting the instructions given by the client, and ensuring that deadlines are met.

Article 7

The transfer of risks takes place from the date on which any goods / materials are made available to the client. However, the goods/materials remain the property of FUSIREF until full payment of the price has been received.

Article 8

FUSIREF guarantees the services for a period of 12 months from the date of receipt.

In the case of supply of goods by FUSIREF, complaints about the weight or number of pieces, dimensions and shapes of the materials/goods must be made in writing to both FUSIREF and the original seller, at the latest within 15 days of the client taking possession of the parts.

Claims relating to the physical properties and chemical composition of the materials/goods must be submitted within 4 weeks of taking possession and before any use of the materials/goods.

FUSIREF undertakes, to replace or repair, as it chooses, any material/good with hidden defects, provided that it is duly proven and confirmed by the original seller and that it is not the result of force majeure or any other unforeseeable cause, an intervention by the client, its employees, agents, subcontractors or any third party generally whatsoever.

This warranty excludes the costs of detection, preventive inspection, removal and re-installation of defective materials/goods.

The warranty is limited to the replacement of defective goods/materials that would be returned free of charge, in good condition, according to FUSIREF's instructions.

If the material/goods delivered as defective is an element that cannot be separated from the other components of a unit, the warranty is limited to the replacement of the defective material/goods whose defective nature has been recognized. 

The warranty is limited to hidden defects that have been detected within one year of placement. The placement is irrefragably deemed to take place 30 days after the materials/goods have been made available at FUSIREF's facilities if the delivery has taken place in Belgium and 45 days if the delivery has taken place abroad.

FUSIREF does not take on any warranty obligations other than those specified above.

Article 9

If the client - or its representative, or its architect - imposes a material of a specific quality or origin or type or a specific execution process, despite FUSIREF's written and reasoned reservations, FUSIREF shall be released from any liability for defects or defects resulting directly or indirectly from the choice of said material or process.

Likewise, if a design office or a special or other technical engineer is imposed by the client, FUSIREF shall not assume any responsibility on the part of the client for any error in the design or possible overrun of the quantities initially planned, even if the remuneration of the design office or the engineer is contractually charged to FUSIREF.

Article 10

The client assumes full responsibility towards third parties - and especially neighbours - for damage that is the inevitable consequence of the execution of the work.

In addition, FUSIREF is only liable for its own gross negligence or fraud. FUSIREF cannot be held liable in case of fraud committed by an execution agent.

Without prejudice to the foregoing, FUSIREF's contractual or non-contractual liability is limited to direct, foreseeable damages, excluding indirect, non-material damages such as additional expenses, loss of production and/or profits, loss of data and consequential damages and is also limited to the amount covered and actually paid by FUSIREF’s insurer - and in the absence of any intervention by the insurer, to the amount of the order - in accordance with its professional insurance policy.

Neither party shall be liable to the other if the performance of the obligations of one party is delayed or prevented due to force majeure, fortuitous events or external causes such as, in particular: natural disasters, strikes, industrial disputes, state of war, lack of supply of raw materials, etc.

The party invoking one of the circumstances referred to above must notify the other party in writing, within a maximum period of five working days of their occurrence as well as of their termination.

The occurrence of one of these causes releases both FUSIREF and the client from liability.

The temporary suspension of the work due to force majeure/fortuitous/external cause shall automatically and without compensation result in the extension of the execution period initially planned by a period equal to the duration of the suspension, increased by the time required to restart the site.

FUSIREF may invoke facts attributable to the client which would cause it a delay and/or prejudice, in order to obtain, if necessary, the extension of the performance deadlines, the revision or termination of the contract and/or damages.

If the client itself or a third party is responsible for the execution of all or part of the planned work, it undertakes to compensate FUSIREF for all expenses, all work and lost profit.

Article 11

Final acceptance of the works will take place as soon as they are completed, in the presence of FUSIREF. Acceptance implies approval by the client of the work delivered and excludes any recourse on its part for apparent defects.

If the client fails to send its complaints within 15 calendar days from the end of the work, the acceptance is definitively acquired.

The date of final acceptance is the starting point of the warranty period.

Article 12

Payment will be made by instalments due within 30 days of the invoice date. The amount of the instalments will be determined in proportion to the progress of the works and the value of the materials acquired or used.

The final invoice is payable within 30 days from the date of issue.

Invoices are presumed to be irrevocably accepted by the client, unless they have been commented on within 15 calendar days from the date of issue.

Any delay in payment on the due date will automatically and without prior formal notice result in interest being debited at the rate of 10% per annum.

A lump sum equal to 10% of the amount of the claim is also due ipso jure and without prior formal notice, without prejudice to FUSIREF's right to obtain additional damages for the losses actually suffered.

If the client fails to pay the instalments and the final invoice within 30 days of the payment request, FUSIREF also reserves the right to stop the works on simple notice sent to the client by registered letter and to take any appropriate precautionary measures, without prejudice to all rights and actions.

FUSIREF is also entitled to suspend the guarantee as long as the client remains in default.

If it appears, after the placing of the order and until full payment of the price, that the client's credit is in doubt or when the credit deteriorates and in particular in the event of a request for an extension of the due date for a protest, seizure of all or part of the client's property at the initiative of a creditor, late payment of social security or tax contributions, employee salary debts, collective reorganisation/liquidation procedure and any assistance situation or similar situation, FUSIREF reserves the right to demand guarantees from the client in order to continue the commitments undertaken. Refusal to comply within 15 calendar days from the date of sending the request by registered mail gives FUSIREF the right to terminate all or part of the contract, at the client's expense.

Similarly, the non-payment of any invoice due at the end of a period of 30 calendar days from the date of the formal notice sent by FUSIREF constitutes an express termination clause allowing the agreement to be unilaterally terminated, without recourse to justice, in whole or in part, at the client's expense.

The fact of lodging a complaint does not allow the client to delay the payment of sums due and cannot give the right to payment of any damages in its favour, let alone by compensation.

If the work is the undivided property of several persons, they are jointly and severally liable for the amounts due under this contract.

In the event of non-performance by the client of one of its obligations, FUSIREF is entitled to consider all its debts and contingent claims against the supplier as a single contractual commitment.

Article 13

The plans, drawings, models and all data and documents prepared and/or submitted by FUSIREF remain the property of FUSIREF or its author. The same applies to all goods and services provided on the basis of orders from FUSIREF.

These data are confidential and the client undertakes, both during and at the end of the contractual relationship, not to disclose, use, reproduce for its benefit or for the benefit of third parties, confidential information of any kind collected from FUSIREF, its affiliated companies and their business partners, and vice versa.

No other use may be made of it other than that for which the data were provided. These data must be returned to FUSIREF upon request, failing which a flat-rate compensation of 500 euros per day of delay will be due.

Article 14

FUSIREF shall be entitled to terminate the contractual relationship when exceptional circumstances render definitively impossible any professional collaboration with the client. It is understood that the following circumstances must notably be regarded as exceptional circumstances allowing to justify early termination, without notice or compensation:

• Bankruptcy;

• The request for postponement of payment or pursuant to the Business Continuity Act or any similar procedure;

• Liquidation or insolvency;

• The execution performed on the client's assets or if the latter expresses the pure and simple intention to file for bankruptcy, to request such a suspension of payment or to initiate such proceedings;

• The client's failure to comply with his tax, social security and/or salary obligations. 

Article 15

FUSIREF is authorized to display the client's logo or name on its website and

in general, on any support.

Article 16

FUSIREF guarantees that any personal data will be processed in accordance with the General Data Protection Regulations and only for the purpose of implementing the agreement.

Article 17

Belgian law applies and governs the contractual relations, including these general conditions, in which FUSIREF operates, with the exception of the supplementary rules of DIP and in particular the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980.

The courts of the judicial district in which FUSIREF's registered office is located have sole jurisdiction in the event of a dispute relating to the formation, validity, performance, interpretation or termination of the contractual relationship, even in the event of a guarantee claim or multiple defendants.