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These Terms and Conditions of Sale (“Terms”) apply to all sales of products (“Products”) supplied by UsoFungi (the “Seller”) to any purchaser (the “Buyer”). By placing an order, the Buyer accepts these Terms.
1. Agreement and Scope
1.1 Any order confirmed and accepted in writing by Seller constitutes the binding agreement between Buyer and Seller (the “Agreement”).
1.2 The Agreement represents the full and exclusive terms between the parties regarding the sale and purchase of Products.
1.3 Any additional or different terms provided by Buyer are expressly rejected unless agreed in writing and signed by Seller.
2. Orders and Acceptance
2.1 Seller is not obliged to fulfill any order unless it has been confirmed in writing.
2.2 Seller may supply equivalent or substitute items at its discretion, provided they conform to specifications.
3. Prices and Payment
3.1 Prices are stated in the Agreement and are expressed in net amounts.
3.2 Payment shall be made in the specified currency, without deduction or set-off, to the address indicated on the invoice.
3.3 First deliveries may require advance payment. Standard payment terms are thirty (30) days from invoice date, subject to Buyer’s creditworthiness.
3.4 In case of late payment, interest of 2% per month above LIBOR (or the maximum statutory rate, if higher) shall apply until full settlement. Buyer shall also reimburse Seller’s collection costs, including attorneys’ fees.
3.5 Seller may suspend delivery until all overdue amounts (including interest) are paid.
4. Delivery and Risk of Loss
4.1 Delivery is made when Products are placed with the carrier at Seller’s facility or designated storage point. Risk of loss transfers to Buyer at shipment, regardless of freight cost arrangements.
4.2 Seller may determine route, carrier, and mode of transport unless otherwise agreed. Any additional costs from Buyer’s requested changes shall be borne by Buyer.
4.3 Delays caused by force majeure (including but not limited to natural disasters, shortages, government restrictions, strikes, or transport issues) release Seller from liability. Seller may allocate available stock at its discretion among its customers.
5. Taxes and Duties
5.1 In addition to the purchase price, Buyer shall pay any applicable VAT, sales tax, excise tax, customs duties, import fees, or other charges related to the sale, delivery, or use of the Products.
6. Price Adjustments
6.1 Seller reserves the right to adjust prices upon fifteen (15) days’ written notice.
6.2 The applicable price for an order is the price at the date of shipment.
7. Inspection and Claims
7.1 Buyer must inspect all Products upon delivery.
7.2 Any claim regarding defects, shortages, or non-conformity must be notified in writing within thirty (30) days of delivery. Failure to do so constitutes unconditional acceptance.
8. Warranties and Liability
8.1 Seller warrants only that Products conform to its published specifications at the time of delivery. Specifications may change over time.
8.2 Seller disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
8.3 Seller’s total liability is limited to replacement of non-conforming Products or refund of the purchase price of the affected Products.
8.4 Seller is not liable for consequential, incidental, or punitive damages, except in cases of fraud, gross negligence, or willful misconduct.
9. Buyer Responsibilities
9.1 Buyer assumes full responsibility for:Proper transportation, storage, handling, and use of Products;Informing employees, agents, and third parties of applicable safety information;Conducting all necessary testing and quality control to ensure suitability for intended use.
9.2 Buyer indemnifies and holds Seller harmless against any claims, damages, or liabilities arising from:Misuse or improper handling of Products;Violation of applicable laws or regulations;Product liability claims related to Buyer’s use of the Products;Infringement of third-party intellectual property rights in connection with Buyer’s intended use.
10. Intellectual Property and Confidentiality
10.1 All drawings, specifications, data, and other information provided by Seller remain Seller’s property and may only be used by Buyer as necessary to perform the Agreement.
10.2 Upon termination or completion of the Agreement, Buyer must return or destroy all such materials.
11. Termination
11.1 Seller may terminate the Agreement with immediate effect if Buyer:Fails to make timely payment;Breaches any provision of the Agreement;Becomes insolvent, enters liquidation, or files for bankruptcy.
11.2 Upon termination, all outstanding amounts become immediately due and payable.
12. Governing Law and Jurisdiction
12.1 This Agreement shall be governed by and construed under the laws of Belgium, excluding conflict of law principles.
12.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
12.3 Any disputes shall be submitted exclusively to the courts of Antwerp, Belgium.
13. Miscellaneous
13.1 Rights and obligations that by nature survive termination (including payment, indemnification, and confidentiality) remain in force after termination.
13.2 Failure to enforce any right under this Agreement shall not constitute a waiver.
13.3 If any provision is invalid or unenforceable, the remaining provisions shall remain valid to the fullest extent permitted by law.
13.4 Nothing in this Agreement creates rights for any third party.
14. Disclaimer
14.1 UsoFungi ingredients are supplied for B2B use only.
14.2 This website is accessible worldwide and may therefore contain product information, references, or claims that are not applicable in your country.
14.3 All statements refer exclusively to the properties of the raw ingredients and not to finished products. They are not intended to diagnose, treat, cure, or prevent any disease.
14.4 In the European Union, nutrition and health claims are regulated under Regulation (EC) No 1924/2006.
14.5 It is the sole responsibility of the manufacturer or seller of any finished product containing our ingredients to ensure that product claims, labeling, and distribution comply with all applicable laws and regulations in the country or countries where the product is marketed.