General Terms and Conditions

General Terms and Conditions Quality Heating B.V. and Quality Heating Vloerverwarming B.V.

Version May 2023

ARTICLE 1 | DEFINITIONS

In these general terms and conditions, the following terms are used in the following sense, to the extent that the nature or content of the provisions does not oppose this:

Quality Heating: Quality Heating B.V. and Quality Heating Vloerverwarming B.V., registered at Phoenixstraat 35-37 in Alkmaar, registered in the Chamber of Commerce under numbers KvK 71939849 and 82402256; Buyer: the natural or legal person with whom Quality Heating has concluded or intends to conclude an agreement. Agreement: the agreement between Quality Heating and the buyer, concluded in accordance with article 3 of these general terms and conditions, on the basis of which Quality Heating acts as seller, product supplier and/or advisor.

ARTICLE 2 | APPLICABILITY

These general terms and conditions apply to any offer, quotation and agreement between Quality Heating and a buyer to whom Quality Heating has declared these general terms and conditions applicable, to the extent that the parties have not expressly deviated from them in writing. These conditions also apply to agreements with Quality Heating whose execution requires the involvement of third parties by Quality Heating.
Any purchase conditions or other conditions of the buyer are not applicable, unless Quality Heating has expressly accepted them in writing. The destruction or nullity of one or more of these provisions does not affect the validity of the other clauses. In that case, the parties are obliged to consult each other in order to reach a replacement agreement for the provision concerned. The objective and scope of the original provision will be taken into account as much as possible.

ARTICLE 3 | CONCLUSION OF THE AGREEMENT

All offers and/or proposals by Quality Heating, in any form, are without obligation, unless expressly stated otherwise in writing. Offers are valid for the duration specified in the offer. If no duration is stated, the offer is valid for up to 30 days from the date it was made. Quality Heating's offers are based on the information provided by the buyer. The buyer guarantees the accuracy and completeness of this information and guarantees that all essential information for the design and execution of the order has been provided. Quality Heating's offers and quotations, in any form, contain a complete and accurate description of the proposed products. Obvious or apparent errors in the offer or quotation do not bind Quality Heating. Agreements take effect when Quality Heating accepts the order placed by the buyer by verbal, electronic or written confirmation/signing of the written agreement, or when Quality Heating proceeds with the execution of an order.
Quality Heating reserves the right to refuse an order without stating reasons.
If the acceptance (whether on minor points or not) deviates from the offer contained in the quotation, Quality Heating is not bound by it. The agreement will therefore not be concluded in accordance with such a deviating acceptance, unless Quality Heating indicates otherwise.
If the buyer concludes the agreement on behalf of another natural or legal person, he declares that he is authorised to do so by concluding the agreement. The buyer, in addition to such (legal) person, is jointly and severally liable for the fulfilment of obligations arising from that agreement.

ARTICLE 4 | DELIVERY

The stated delivery times are indicative only and are therefore never binding, unless expressly agreed otherwise in writing.
Quality Heating delivers the products to the delivery address specified by the buyer. In the absence of a delivery address, the billing address will be considered as the delivery address.
If and to the extent that proper execution of the agreement requires it, Quality Heating has the right to have the products delivered in whole or in part by third parties.
Quality Heating has the right to deliver the sold products in separate parts. If products are delivered in multiple parts, Quality Heating has the right to invoice each part separately.
If the products cannot be delivered due to circumstances attributable to the buyer, Quality Heating will store the products at the buyer's expense and risk, without prejudice to the buyer's obligation to pay the agreed price.
If the buyer refuses to take delivery of the ordered products or is negligent in taking delivery of the products, the buyer will notify Quality Heating at its first request of the deadline by which the products will still be taken delivery of. This deadline will never exceed one month from the day of the request referred to in the preceding sentence.
If, pursuant to articles 4.5 and 4.6, Quality Heating incurs reasonable costs that would not exist if the buyer had properly complied with the obligations contained therein, these costs will be borne by the buyer.

ARTICLE 5 | PRICES

Delivery costs for products are borne by the buyer, unless expressly agreed otherwise.
Quality Heating has the right to pass on to the buyer any price increases in cost-determining factors that occur after the conclusion of the agreement.
Contrary to the preceding sentence, the consumer has the right to dissolve the agreement if such increases are passed on within three months of the conclusion of the agreement and Quality Heating still explicitly refuses to perform the agreement under the original conditions.

ARTICLE 6 | PAYMENT CONDITIONS

The agreed price must generally be paid in full and in advance by the buyer.
Quality Heating has the right to require the buyer to pay a 50% deposit. Quality Heating will only place the order after receiving the deposit, unless otherwise agreed in writing.
Payment of the invoice must be made within 14 days of the invoice date, by transferring the amount due to the bank account stated on the invoice.
Quality Heating is not obliged to (continue to) execute the agreement as long as the buyer is in arrears with payment as mentioned in this article.
The buyer is not authorised to suspend fulfilment of their payment obligation for any reason. Set-off of claims that the buyer asserts against Quality Heating is also excluded.
Any questions or objections regarding a Quality Heating invoice must be communicated to Quality Heating in writing and with reasons within 14 days of the invoice date, on pain of forfeiture. After expiry of the aforementioned period, the invoice is deemed to have been accepted without reservation.
In the event of late payment, the buyer will immediately be in default and Quality Heating will have the right to charge extrajudicial costs. For the consumer-customer, this is linked to the BIK, which is maximised by law. For the buyer acting for purposes related to their trade, business, craft or profession, extrajudicial costs amount to at least 15% of the amount to be recovered. The buyer is also liable for statutory interest on the amount to be recovered in the event of late payment.
All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred to recover amounts owed by the buyer, are at the buyer's expense.

ARTICLE 7 | RETURNS

Ordered products may be returned by the consumer-buyer within 14 days of receipt of the product, unless otherwise agreed.
Ordered products may not be returned by a buyer who is not a consumer.
When returning, the buyer must follow the return procedures described on the seller's websites. This involves: registering the return via the returns portal and, if this is not possible, registering the return by contacting the seller's customer service.
Return costs are borne by the buyer. These costs are automatically deducted at the time of credit. Current return costs are stated on the return registration pages of the seller's websites.
During the period referred to in paragraph 1, the consumer must handle the product and packaging with care. The consumer may only unpack and use the product to the extent necessary to assess the nature, characteristics and/or functioning of the products.
If the consumer returns the product, they will return it to Quality Heating in good condition, with all supplied accessories and in its original condition and packaging.
If Quality Heating finds visible signs of wear, missing accessories or missing packaging upon return, resulting in a reduction in the value of the product, the buyer is not entitled to a full refund of the purchase price. Quality Heating reserves the right to provide partial compensation where applicable.
Quality Heating will refund payments received from the consumer, minus any depreciation, as soon as possible but no later than 14 days after the return or dissolution of the agreement, provided that the products have been returned to Quality Heating or that the consumer has demonstrated that the products have actually been returned by means of tracking and tracing proof.
The return option mentioned in this article does not apply to made-to-measure or customised products, such as underfloor heating mats, QH Grid underfloor heating and infrared panels printed with your own image. Boilers and instant water heaters cannot be accepted for return if they have been connected/commissioned.

ARTICLE 8 | BUYER'S OBLIGATIONS

The buyer undertakes to cooperate fully and will always provide Quality Heating in a timely manner with all data or information necessary for the proper execution of the agreement, and guarantees its accuracy, completeness and reliability.
Upon delivery of the products, the buyer must immediately verify whether the nature and quantity thereof correspond to the agreement, even if it has been agreed that the products will be installed or assembled by third parties at the time of delivery or afterwards.
The buyer is obliged to follow the instructions provided by Quality Heating or the manufacturer's instructions for the installation and use of the purchased products.
If execution of the agreement is delayed because the buyer fails to fulfil their obligations under articles 8.1 and 8.2, the resulting costs will be borne by the buyer.
Additional general terms and conditions apply to installation services provided by or on behalf of Quality Heating.
If the buyer fails to properly fulfil their obligations towards Quality Heating, they are liable for all damage that may directly or indirectly result from this for Quality Heating.

ARTICLE 9 | WARRANTY

Quality Heating guarantees the soundness of the products it supplies and/or makes available and that it will do everything possible to execute the agreement with the required care, expertise and in compliance with the necessary certifications. With regard to advice, Quality Heating only undertakes a best-efforts obligation and never a results obligation.
Warranty claims only exist if the buyer has complied with all Quality Heating customer instructions and there proves to be a manufacturing or construction error in the product. Only in that case will investigation and repair costs be borne by Quality Heating.
For a warranty claim to be valid, the buyer must notify Quality Heating in writing within 7 days of the defect appearing, or at least when it could reasonably have been discovered, on pain of forfeiture of any warranty claim in this regard.
The right to the granted warranty also lapses if a defect in the product results from an external cause or cannot be attributed to Quality Heating. This is understood in a non-exhaustive manner.

ARTICLE 10 | COMPLAINTS

Complaints regarding delivered products, including damage due to transport, must be submitted in writing in a complete and clear manner to Quality Heating no later than 7 days after the buyer has discovered or could have discovered the defects, on pain of forfeiture of rights.
Quality Heating responds to submitted complaints within a period of 14 days. If a complaint requires a longer processing time, a response will be provided within fourteen days with an acknowledgement of receipt and an indication of when the buyer can expect a more detailed response.
Unless the buyer demonstrates that they have followed the instructions provided by Quality Heating, a complaint that could be partly caused by failure to follow the provided instructions will not be processed. In that case, the burden of proof always lies with the buyer.
All complaints and/or rights against Quality Heating, for whatever reason, lapse for the consumer buyer within a period of 2 years from their occurrence and for the professional buyer within a period of one year.

ARTICLE 11 | RETENTION OF TITLE

All products delivered by Quality Heating remain the property of Quality Heating until full payment of all claims that Quality Heating may still have against the buyer at the time of delivery, for whatever reason, including interest and costs.
Except to the extent this is considered authorised within the scope of its normal business operations, the buyer is prohibited from selling, pledging or otherwise encumbering products subject to retention of title.
The buyer unconditionally authorises Quality Heating or third parties designated by Quality Heating to access all locations where products subject to retention of title are located. In the event of non-payment by the buyer, Quality Heating has the right to repossess the products mentioned herein. All reasonable costs associated with this will be borne by the buyer.

ARTICLE 12 | INTELLECTUAL PROPERTY

Quality Heating reserves all intellectual and industrial property rights relating to the products, its trademarks, instruction manuals and images provided.
The buyer is prohibited, with or without the involvement of third parties, from multiplying, reproducing or disclosing such products in any way other than as derived from the nature or scope of the agreement.

ARTICLE 13 | FORCE MAJEURE

In the event of force majeure on the part of Quality Heating, all of Quality Heating's obligations towards the buyer arising from the concluded agreement and other legal acts will be suspended.
In these general terms and conditions, force majeure is defined as, in addition to what is understood by law and jurisprudence: all circumstances beyond Quality Heating's control, external causes that cannot reasonably be foreseen and which result in Quality Heating being unable to (fully) fulfil its commitments. This includes, but is not limited to: wars, strikes, riots, pandemics, epidemics, illness of own staff and third parties involved, staff shortages, fires, commercial and technical disruptions or closures of Quality Heating or external parties involved, government measures imposed on Quality Heating or third parties on whom Quality Heating depends, closure of national borders, insufficient or incorrect data or insufficient cooperation.
If the force majeure situation has lasted three months, or as soon as it is established that the force majeure situation will last more than three months, each party has the right to dissolve the agreement in question early without observing any notice period, provided that such early dissolution is no longer possible after fulfilment of the obligation whose performance was temporarily prevented by a case of force majeure.
If Quality Heating has already partially fulfilled its obligations at the time the force majeure situation arises, or can only partially fulfil its obligations, it has the right to separately invoice the part already performed or the performable part of the agreement, as if it were an independent agreement.
Damages resulting from a case of force majeure never give rise to a right to compensation.

ARTICLE 14 | LIABILITY AND INDEMNIFICATION

Quality Heating is only liable for damages resulting from intent or deliberate recklessness on the part of Quality Heating.
Quality Heating's liability is limited to compensation for direct damages suffered by the buyer up to the maximum amount of the agreement concluded between Quality Heating and the buyer. Furthermore, the maximum amount of damages to be compensated will never exceed the maximum amount to be paid out by Quality Heating's insurer.
Direct damages are understood to mean exclusively the costs that the buyer has reasonably had to incur to repair or remedy Quality Heating's shortcomings, so that Quality Heating's performance complies with the agreement, as well as reasonable costs to prevent or limit such damages and reasonable costs to determine their cause and extent.
Any liability of Quality Heating for indirect damages, including but not limited to: consequential damages, loss of profit, missed savings and damages due to business stagnation, is excluded.
It is up to the buyer/end user to assess whether the finish of their floor (parquet, laminate, carpet, PVC, tiles, rug) is suitable for the products supplied by Quality Heating. Quality Heating accepts no liability for damages resulting from an unsuitability of the floor finish.
The buyer will indemnify Quality Heating and keep it fully indemnified against all claims from third parties, as well as all reasonable defence costs against such claims, which are in any way related to the work carried out for the buyer.
Quality Heating cannot be held liable if the buyer has the option to directly approach their own insurance company or that of a third party in connection with the occurrence of the damage.
If Quality Heating engages a third party for the execution of a buyer's agreement, Quality Heating will be indemnified and fully kept indemnified by that third party (contractor) against any claims from third parties, including but not limited to the buyer. Quality Heating is not liable towards the buyer or third parties for damages caused by the third party engaged by Quality Heating.

ARTICLE 15 | SUSPENSION, DISSOLUTION AND TERMINATION OF THE AGREEMENT

The buyer may not cancel, dissolve or revoke agreements relating to customisation. Made-to-measure products cannot be returned to Quality Heating by the buyer.
Quality Heating has the right to suspend the fulfilment of obligations or to dissolve the agreement if the buyer fails to fulfil contractual obligations, does not fulfil them fully or does not fulfil them in time, if Quality Heating becomes aware of circumstances after the conclusion of the agreement that constitute valid reasons to fear that the buyer will not fulfil their obligations, or if, due to the buyer's delay, Quality Heating can no longer be expected to fulfil the agreement under the originally agreed conditions.
Furthermore, Quality Heating has the right to dissolve the agreement if circumstances of such a nature arise that performance of the agreement is impossible or if other circumstances of such a nature arise that it is not reasonable for Quality Heating to maintain the agreement unchanged.
If Quality Heating decides to suspend or dissolve, it is in no case obliged to compensate for damages and costs incurred as a result.
If the parties have agreed that the work will be carried out in phases, Quality Heating may suspend the execution of those parts until a later phase until the buyer has approved the results of the previous phase in writing.
If the dissolution is attributable to the buyer, Quality Heating is entitled to compensation for the damage, including directly and indirectly incurred costs.
If the buyer fails to fulfil their obligations arising from the agreement and such failure justifies dissolution, Quality Heating has the right to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation, while the buyer, due to the breach of contract, is liable for compensation.
In the event of liquidation, (requests for) moratorium of payments or bankruptcy, attachment — if and to the extent that the attachment has not been lifted within a period of 3 months — at the buyer's expense, debt restructuring or any other circumstance as a result of which the buyer can no longer freely dispose of their assets, Quality Heating is free to dissolve the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay damages or compensation. In that case, Quality Heating's claims against the buyer are immediately due and payable.

ARTICLE 16 | FINAL PROVISIONS

All agreements relating to delivery by Quality Heating are governed exclusively by Dutch law.
The parties may not appeal to the courts as long as they have not made every effort to resolve the dispute by mutual agreement.
To the extent not otherwise provided by law, only the competent court in the district where Quality Heating is established will be designated to hear disputes.
Quality Heating is authorised to amend these general terms and conditions. The most recent version of the deposited general terms and conditions always applies. A copy of the amended general terms and conditions will always be sent to the buyer in writing or electronically.