1. GENERAL

These general terms and conditions are an integral part of any quotations and agreements by Finn Theunis. The customer acknowledges having received and accepting the general terms and conditions.  

2. AGREEMENT

Only the quotations of Finn Theunis, the agreements signed by Finn Theunis and these general terms and conditions are binding between the parties, to the exclusion of all other documents, so as to provide both parties with more legal certainty.  

The agreement between the customer and Finn Theunis only takes effect following a written confirmation of the order by Finn Theunis or by (partial) performance of the agreement following the order.  

Unless specified otherwise, quotations are not binding and are valid for a period of 30 days after the date mentioned thereon.  

By way of derogation from article 1793 of the old Belgian Civil Code, proof of any additional works can be provided by all lawful means and such additional works will always be charged at the then current rate of Finn Theunis.

3. PRICES

Prices are indicated in euro and are always exclusive of VAT and all other taxes and charges payable by the customer.  If the customer is a consumer, the price will be stated inclusive of VAT and other costs.  

Any increase of the VAT rate or of any other tax between the moment of the order and the delivery will be charged to the customer.  

Quotations are indivisible, i.e. the prices are calculated on the basis of the entirety of the works and the prices can be recalculated if one or several items are cancelled even if each item is specified separately in the quotation.  

Our prices depend on fluctuations in suppliers’ prices, transport costs, labour costs and other costs.  In case of increases in one or several of the above-mentioned prices or costs exceeding 10%, we reserve the right to increase the part of the price representing these costs by a percentage equalling the percentage of the cost increase, with a maximum of 80% of the total price.  

4. CANCELLATION

All cancellations by the customer must be made in writing.  Cancellations are only valid if accepted in writing by Finn Theunis. In case of cancellation, the customer will have to pay a cancellation fee.  

In case of (partial) cancellation of the order by the customer, the latter will have to pay a compensation equalling the value of the work already performed, as well as an amount equalling 15% of the agreed price exclusive of VAT.  

5. DELIVERY

Delivery takes place on the agreed place or in the agreed manner.  

If the customer is not a consumer, delivery periods are stated by way of indication only and are never binding.  Unless explicitly stated otherwise, no compensation of any kind nor the termination of the agreement due to non-delivery within the agreed term of delivery can be claimed if the delivery does not take place within the agreed term.  

If the customer is a consumer, the parties can determine a term of delivery or execution by mutual consent.  In order to provide both parties with more legal certainty, only the term of delivery or execution determined in writing is valid, to the exclusion of any oral agreement.

With respect to the term of delivery and execution, it is explicitly agreed that Finn Theunis can invoke force majeure if, contrary to existing agreements, suppliers/subcontractors of Finn Theunis fail to observe the delivery period of products or services ordered from them by Finn Theunis with a view to the delivery of products or services to the customer.  

The delivery periods stated by Finn Theunis take effect following written confirmation or (partial) performance of the agreement by Finn Theunis.

6. ACCEPTANCE OF PRODUCTS/WORKS/SERVICES

Any visible defects or lack of conformity existing at the time of delivery and/or provision of the products or services and which the customer is reasonably able to detect upon inspection are deemed to be accepted immediately if the customer is present for the delivery and/or performance of the products or services.  If the customer is not present at the time of the delivery and/or provision of the products or services, they must notify Finn Theunis of any objections by means of a registered letter at the latest five working days following the delivery and/or performance of the products or services.  In the absence of such notification, the products and/or services are deemed to have been accepted.  Complaints relating to incorrect delivery and/or provision of the products or services and/or a hidden defect that could not be detected at the time of delivery and/or provision of the products or services must be filed with Finn Theunis by means of a detailed registered letter at the latest five working days after having been detected.  The use of the materials/designs/products is always regarded as acceptance.  

7. GUARANTEES

Finn Theunis cannot give any guarantees as to the results of the products/services.  Finn Theunis will make the best possible efforts to achieve the expected results, but this will always remain best-efforts obligation.  

8. EXONERATION

Finn Theunis cannot be held liable for the consequences of a minor, ordinary and/or serious error, either caused by Finn Theunis and/or by the latter’s representatives of subcontractors.  

Finn Theunis can only be held liable in the event of intent.  

The exoneration for serious errors does not apply if the customer is a consumer.  The liability of Finn Theunis is in any case limited to the price stated in the agreement between the parties.  

In addition, Finn Theunis can only be held liable for damage caused directly by the product or service delivered and never for loss of turnover or profit or loss of clientele.  

In no event can Finn Theunis be held liable for any damage occurring or caused by careless or improper use of the products or services delivered.  

9. RETENTION OF TITLE

All material goods delivered by Finn Theunis remain the property of Finn Theunis until full payment of the price and of any additional services provided and any additional costs. If the customer fails to pay, the goods are to be returned to Finn Theunis immediately upon the latter’s request and at the customer’s expense, without prejudice to Finn Theunis’s right to full compensation.  In the event that the customer who fails to pay files for bankruptcy, requests the application of the Act on the continuity of enterprises or has ceased their activities for any other reason, Finn Theunis reserves the right to claim the goods sold by means of a simple request addressed to the person who is in the possession of the goods in question.  

10. PAYMENT

At the start of the cooperation, an advance equalling 25% of the agreed monthly amount will be invoiced, unless otherwise agreed.  

If the services to be provided consist of different parts that cannot be completed at the same time, Finn Theunis may invoice the completed parts.  

Invoices will be sent in digital format by email.  

Any objections to any invoice are to be communicated to Finn Theunis at the latest five working days following the date of the invoice.  

If no objections are received, the invoice is irrefutably deemed to have been accepted.  

In addition, an objection does not release the customer from their obligation to pay.  

Unless explicitly agreed otherwise, all invoice are payable within 14 days following the invoice date at the address of Finn Theunis.

If the customer is not a consumer, any invoice not paid on its due date will be increased, by operation of law and without any formal notice of default being required, by contractual interests on overdue payment equalling the interest rate stated in article 5 of the Act on payment arrears of 02.08.2002, with a minimum of 12%.  In addition, in case of non-payment on the due date, the amount of the invoice will, without any formal notice of default, be increased by 10% as a flat-rate compensation, with a minimum of € 150. This fixed amount will serve as a compensation for the extrajudicial collection charges caused by the failure to pay, without prejudice to the creditor’s right to claim compensation of further damage not caused by the non-payment.  

If the customer is a consumer, any invoice not paid on the due date will yield interests on overdue payment at the legal interest rate as from the date of the formal notice of default sent by registered post.  

In the event of late payment of one single invoice, all other invoices will become immediately payable without any notice of default, including any invoices for which a payment extension was granted.  

If the customer fails to make the agreed - even partial - payments, Finn Theunis is entitled to suspend any further provision of services until the customer has paid in full, including any payments relating to other agreements between Finn Theunis and the customer.

Any such suspensions caused by late payment of invoices cannot give rise to any compensation for the customer.  

11. CANCELLATION

Finn Theunis is entitled to cancel the agreement with immediate effect without compensation in the event of bankruptcy, the application of or a request within the context of the Act on the continuity of enterprises, a request for or the granting of collective debt mediation or any other form of liquidation of the customer’s assets.  

Finn Theunis is entitled to immediate payment of all services and goods delivered up to that moment, without prejudice to their right to claim full compensation.  

The agreement can also be cancelled by means of a registered letter at the customer’s expense if the customer fails to pay the invoices that have fallen due ten working days following a formal notice of default sent by registered post, or in case of any other breach of contract.  

The cancellation takes effect on the date mentioned on the receipt of the registered letter.  

In case of unilateral cancellation or termination of the agreement by the customer or in case of a court-ordered cancellation of the agreement at the customer’s expense, or in case of cancellation pursuant to the first paragraph of this article, a fixed and previously agreed compensation equalling 15% of the agreed price is payable, without prejudice to the right of Finn Theunis to provide proof of more extensive losses and to charge these losses to the customer.  

This compensation cannot be reduced by the parties, who agree that it must at least cover the actual loss incurred.  

If the agreement is cancelled by a court order at the expense of Finn Theunis, the latter owes the customer the same compensation.  

12. PRIVACY

Finn Theunis and the customer acknowledge that Regulation (EU) 2016/679 (GDPR) applies to the processing of personal data within the context of their agreement(s).

The Parties process each other’s personal data as well as those of their (sub)contractors and other actors, their staff, their representatives and other useful contacts.  The purposes of this processing are the performance of the agreement, the customer/supplier/subcontractor management, the accounting and the on-site safety.  The legal grounds are the performance of the agreement, the fulfilment of obligations imposed by laws and regulations and/or the legitimate interests of the relevant party.  

The parties undertake to only process these personal data with a view to the above-mentioned purposes and in accordance with the provisions of the General Data Protection Regulation as well as all applicable implementing laws, decrees and regulations.  They will only transfer these personal data to processors, recipients and/or third parties if such a transfer is required within the context of the above-mentioned processing purposes.  

The parties will take the necessary precautions to protect the personal data against unauthorised access, theft, destruction, loss, alteration, disclosure, reproduction or distribution, either accidental or unlawful.  

The customer undertakes to impose the same obligations on the enterprises and organisations whose services they call upon.  

Each of the parties is aware of their rights of access, rectification, erasure and objection.  

Finn Theunis is authorised to take photographs of the works   within the context of the warranty provisions and for use on social media,  website, etc. If the customer does not wish that any photographs taken be used on social media, website, etc., the customer is free to object to such use and to contact Finn Theunis in this respect.

Projects managed or executed by Finn Theunis can at any time be published on the website, Facebook, Instagram and all other social media.  In addition, Finn Theunis can use the visual material for other promotional purposes and publications, including but not limited to portfolios, advertisements, social media, magazine articles, contests, printed material, material for fairs and demonstrations.  

Unless otherwise agreed.  

The customer is authorised to share visual material created by Finn Theunis on social media.

For further information, Finn Theunis explicitly refers to the privacy statement on the website: hmps://www.orys.co/legal/privacy-policy. The customer confirms having read the privacy statement and accepting its content.  

13 FORCE MAJEURE

Events of force majeure include (but are not limited to):  

• Natural disasters (including floods, storms, hurricanes, lightning, snow, volcanic activity, droughts, earthquakes, etc.);

• Armed conflicts (including war, revolution, insurrection, military operation, occupation, etc.);

• Social unrest (including strike, demonstration, lock-out, trade dispute, etc.;

• Criminal offences (including theft, terrorism, etc.);

• Sickness, epidemic and pandemic;

• Power failure and disruption of telecommunication;  

• Economic factors (including delays in delivery, changes in transport costs, shortage of (qualified) staff, raw materials or fuel, etc.);

• Accidents (including fire, explosion, breakdown of machinery etc.); and

• Act of government ('le fait du prince') (including tax measures, expropriation, import and export embargoes).

The affected party shall expressly notify the other party/-ies by registered post of the event of force majeure as well as of their intention to invoke this clause, as soon as possible but in any event not later than 5 working days after the day on which the affected party became aware of should reasonably have become aware of the event of force majeure.  

The affected party shall inform the other party/-ies as soon as possible but in any event not later than 10 working days following the occurrence of a) and b) below:  

a) with respect to an ongoing event of force majeure, the end of the event of force majeure; and  

b) their possibility to resume the fulfilment of their obligations under the agreement  

The affected party shall as soon as possible, and in any event not later than 10 working days after the above-mentioned notification, present all useful corroborating documents in order to enable the other parties to determine the existence and the impact of the event of force majeure that is invoked.  If the notification does not take place in time or the corroborating documents are not presented in time, the affected parties will not be able to invoke the event of force majeure.  The fulfilment of any obligation affected by an event of force majeure will be suspended until the event of force majeure is resolved.  The term of the obligations of the affected party under this agreement will be extended by this period of time.  If the event of force majeure lasts longer than 3 months, the other parties will be entitled to cancel this agreement.  

14 UNFORESEEN CIRCUMSTANCES

An 'Unforeseen circumstance’ is any change in circumstances which:

1) occurs beyond the reasonable control of the parties or becomes known to the parties after the agreement has been signed and could not reasonably be foreseen at the moment on which the agreement was signed; and  

2) disrupts the economic balance of this agreement, either because the cost of execution at the expense of the affected party has increased or because the value of the execution for the benefit of the affected party has decreased;  

The affected party shall expressly notify the other party/-ies by registered post of the unforeseen circumstance as well as of their intention to invoke this clause, as soon as possible but in any event not later than 5 working days after the day on which the affected party became aware of should reasonably have become aware of the unforeseen circumstance.  

The affected party shall inform the other party/-ies as soon as possible but in any event not later than 10 working days following the occurrence of a) and b) below:  

a) with respect to an ongoing unforeseen circumstance, the end of the unforeseen circumstance; and  

b) their possibility to resume the fulfilment of their obligations under the agreement.  

The affected party shall as soon as possible, and in any event not later than 10 working days after the above-mentioned notification, present all useful corroborating documents in order to enable the other parties to determine the existence and the impact of the unforeseen circumstance that is invoked.  

If the notification does not take place in time or the corroborating documents are not presented in time, the affected parties will not be able to invoke the unforeseen circumstance.  

Within 10 working days following the notification of an unforeseen circumstance, the affected party will be entitled to demand that negotiations be started with a view to reaching an agreement about alternative contractual conditions that restore the original contractual balance between the parties.

If the parties fail to reach an agreement after a period of 3 months following the occurrence of an unforeseen circumstance, they shall appoint an arbitrator who has the required expertise.  The arbitrator will determine which changes need to be made to this agreement in order to restore the original contractual balance between the parties.  

The parties agree that the performance of the agreement will be suspended during the renegotiation and mediation period.  

15  INTELLECTUAL PROPERTY

All studies, plans, documents, sketches, drawings, designs, digital concepts, photos, videos etc., as well as any items created by Finn Theunis or subcontractors within the context of the agreement shall remain the property of Finn Theunis and shall be protected by copyright.  After delivery to the customer, they cannot be used by the customer or by third parties for purposes other than those for which they have been created and for which Finn Theunis’s consent has been obtained.  The customer is responsible for any misuse and Finn Theunis reserves the right to claim a compensation.  In the event of violation of the copyright of Finn Theunis, the latter will charge an amount equalling three times the customary licence fee by way of compensation for the losses incurred.  Payment of this compensation does not entail the right to continued use of the digital concepts.  Projects managed or executed by Finn Theunis can at any time be published on the website, Facebook, Instagram and all other social media.  In addition, Finn Theunis can use the visual material for other promotional purposes and publications, including but not limited to portfolios, advertisements, social media, magazine articles, contests, printed material, material for fairs and demonstrations.  

Unless otherwise agreed.  

The customer is authorised to share visual material created by Finn Theunis on social media.

16 DIVISIBILITY  

If (part of) a provision in these terms and conditions or in a quotation, order form or agreement between Finn Theunis and the customer is null and void, invalid and/or non-enforceable, this will not affect the validity and/or enforceability of the other provisions or parts thereof in these terms and conditions or in a quotation, order form or agreement between Finn Theunis and the customer.

The legally permitted part of the provisions in these terms and conditions or in a quotation, order form or agreement between Finn Theunis and the customer that are partially null and void or invalid will remain binding.  The invalid and/or non-enforceable (part of a) provision will by operation of law be replaced by a valid and enforceable (part of a) provision that most accurately reflects the parties’ intentions.  

17 CHOICE OF FORUM CLAUSE AND APPLICABLE LAW

Any disputes between the parties are subject to Belgian law to the exclusion of any other laws.  The application of the Vienna Convention (CISG) and the International Convention on the limitation period in the International Sale of Goods is explicitly excluded. If the customer is not a consumer, the enterprise courts of Antwerp, division Hasselt (Belgium) have exclusive jurisdiction for any disputes between the parties, including disputes relating to the application and interpretation of these general terms and conditions.

If the customer is a consumer, the jurisdiction of the courts is determined as follows:  

a. The seller can only be summoned before the court of the place where the registered office is located.  

b. in all other cases of dispute, the court of the place where the agreement was concluded or where it is or must be performed or the court of the place of residence of the customer will have jurisdiction, at the seller’s option.  

c. This provision also applies to agreements with EU citizens.