General terms and conditions

Valid from June 19, 2024
Version: 1.2

Visiting address

Warmteshop
Kruisboommolenstraat 9a
8800 Roeselare
Belgium

Internet

www.warmteshop.com

Telephone

+32 51 49 01 69

e-mail

info@warmteshop.be

VAT number

BE0826643106

Chamber of Commerce number

826643106

General terms and conditions WARMTESHOP

The private limited company Alparom BV, trading under the name “Warmteshop”, established at Kruisboommolenstraat 9a, 8800 Roeselare, Belgium, registered with the Chamber of Commerce 826643106, represented in this matter by Mr. Verbraak August

Article 1 Definitions

In these terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise.
Offer: Any written offer or quotation to the Client for the delivery of Products and/or performance of Work by the Contractor.
Contractor: The contractor who has the work carried out independently or under his supervision by others, hereinafter: Warmteshop.
Company: The natural or legal person who acts in the exercise of a profession or business.
Consumer: A natural person who does not act in the exercise of his profession or business.
Client: The Company or Consumer who enters into a (distance) Agreement with the Contractor.
Services: The services offered by Warmteshop encompass all work, in the broadest sense of the word, regarding the installation and assembly of heating elements.
Agreement: the Agreement whereby Warmteshop undertakes to the Client to create and deliver a tangible work outside of an employment relationship for a price in money to be paid by the Client, with which these general terms and conditions form an inseparable whole.

Article 2 Applicability

These general terms and conditions apply to every Offer from Warmteshop, every Agreement between Warmteshop and the Client, and to every work offered by Warmteshop.
Before concluding a (remote) Agreement, the Client will be provided with these terms and conditions. If this is not reasonably possible, Warmteshop will inform the Client how they can access the terms and conditions.
Deviations from these terms and conditions are generally not possible. In exceptional circumstances, deviations from these terms and conditions are permitted if explicitly agreed upon in writing with Warmteshop. The Client's terms and conditions do not apply.
These general terms and conditions also apply to additional, amended follow-up orders and future orders from the Client.
If one or more provisions of these general terms and conditions are or become partially or completely null and void, the remaining provisions of these general terms and conditions will remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
Any ambiguities regarding the content, explanation, or situations not covered by these terms and conditions should be assessed and interpreted in accordance with the spirit of these terms and conditions.
Where these terms and conditions refer to she/her, this should also be construed as a reference to he/him/his, if and to the extent applicable.

Article 3 The Offer

All offers made by Warmteshop are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
Warmteshop is bound by an Offer only if acceptance thereof by the Client is confirmed in writing within 30 days. Nevertheless, Warmteshop has the right to refuse an Agreement with a potential Client for a valid reason
The Offer contains a description of the Services offered. The description is sufficiently detailed to enable the Client to properly assess the Offer. Obvious errors or mistakes in the Offer are not binding on Warmteshop. Any images and/or specific information (including but not limited to models shown and/or provided, examples of the documents, and specifications of colors, capacities, functionalities, dimensions, and other descriptions in sketches, drawings, brochures, and promotional materials) in the Offer are indicative only and cannot constitute grounds for any compensation or termination of the Agreement. Minor deviations, acceptable within the industry, are permissible and do not constitute grounds for terminating the Agreement.
If the Offer is based on data provided by the Client and this data proves to be incomplete and/or incorrect or is subsequently modified, Warmteshop has the right to adjust the rates, delivery times, and/or prices stated in the Offer. The Client is obliged to accept the changed circumstances and to fulfill the stated payment obligations.
Offers do not automatically apply to follow-up orders or reorders.
Delivery times, deadlines, and hours stated in the Warmteshop Offer are indicative and do not entitle the Client to dissolution or compensation in the event of exceeding them, unless expressly agreed otherwise.
A composite quotation does not oblige Warmteshop to supply part of the items included in the offer or quotation for a corresponding part of the stated price.

Article 4 Establishment of the Agreement

The Agreement comes into effect at the moment the Client has accepted an Offer or quotation from Warmteshop, or at the moment the work has commenced.
If the Client has accepted the Offer by placing an order with Warmteshop, Warmteshop will confirm the Client's order in writing by e-mail. Each Offer is valid for a maximum of 30 days (unless expressly agreed otherwise), after which Warmteshop can no longer be held to an Offer.
Warmteshop is not bound by an Offer if the Client could reasonably have expected, or should have understood, that the Offer contains an obvious error or typographical error. The Client cannot derive any rights from this error or typographical error.
An Offer is only valid if made in writing by Warmteshop to the Client. The Offer shall lapse if the Product or the Services to which the quotation relates are no longer available in the meantime.
Warmteshop has the right to refuse an Agreement with a potential Client for a valid reason
If several Clients jointly enter into an Agreement with Warmteshop, each Client shall be individually and jointly liable for the fulfilment of the obligations by each Client and the Clients jointly.

Article 5 Duration of the Agreement

The Agreement is entered into for the duration stated in the quotation, unless otherwise agreed.
The Client is entitled to terminate the Agreement in whole or in part at any time. If the execution of the Agreement has already commenced and the Client terminates the Agreement, the Client shall owe the price applicable to the entire work, less the savings accruing to Warmteshop as a result of the termination, upon delivery by Warmteshop of the work already completed. If the price was made dependent on the actual costs to be incurred by Warmteshop, the price owed by the Client shall be calculated on the basis of the costs incurred, the work performed, and the profit that Warmteshop would have made on the entire work.
Either party may terminate the Agreement based on an attributable failure to perform if the other party has been given written notice of default and a reasonable period to fulfill its obligations, and it fails to do so. This also includes the Client's payment and cooperation obligations.
Both the Client and Warmteshop may terminate the Agreement in whole or in part in writing, effective immediately, without further notice of default, if either party is granted a moratorium, files for bankruptcy, or the company in question is liquidated. If a situation such as that described above occurs, Warmteshop is never obligated to reimburse any monies already received and/or pay damages. Warmteshop is also entitled to immediately take back any goods not yet paid for and reserves the right to claim additional damages from the Client.
If Warmteshop dies or becomes permanently incapacitated after the conclusion of the Agreement, either party may terminate the Agreement, insofar as, given the nature of the Agreement, it can derive a reasonable interest in termination from the death or permanent incapacity. For the work already performed and costs incurred, the Client shall owe compensation to be determined reasonably and taking into account all circumstances, if applicable to the heirs or legal successors of Warmteshop.
If an appointment already scheduled is cancelled by the Client from 24 hours before the start date, Warmteshop is entitled to charge the Client for the time reserved for that appointment on the basis of the established hourly rate, as well as for any costs already incurred for the performance of the Agreement.
If the Client cancels an existing Agreement, the following costs will be charged. In the event of cancellation up to one month before the start date, the Client will be charged 20% of the quoted amount. Up to three weeks before the start date, the Client will be charged 50% of the quoted amount, and up to one week before the start date, the Client will be charged 75% of the quoted amount. Warmteshop reserves the right at any time to charge higher costs if it has incurred additional costs for the performance of the Agreement.
The Client is solely liable to third parties for the consequences of the cancellation and indemnifies Warmteshop against any claims from these third parties arising therefrom.

Article 6 Cancellation of the agreement

If the Client cancels, they are liable for compensation. This compensation is based on lost income based on industry averages. Compensation consists of the gross profit margin (fixed and variable costs, profit markup), minus any unused variable costs such as delivery costs. Compensation amounts to 30% of the purchase/contract price, unless the parties have agreed otherwise. Compensation is 50% if the Client cancels after having already been informed that the (partial) delivery can take place.
The percentages referred to in paragraph 1 are fixed, unless Warmteshop can prove that its damage is greater or the Client can make it plausible that the damage is smaller.
Cancellations should preferably be made in writing. In the event of a verbal cancellation, Warmteshop will confirm this in writing.
Under the Agreement, a Consumer may cancel in writing within 2 days, commencing the day after the conclusion of the Agreement, at a reduced rate of 5% of the purchase price, with a minimum of €500. If the Consumer does not have an email address for Warmteshop, he may also cancel by registered letter. He shall then prove, by means of a dated proof of dispatch, that the letter was sent within 2 days.
In the case of an Agreement concluded away from the sales premises or at a distance, the Consumer does not have to pay cancellation costs if he exercises the right of withdrawal as laid down in the law for this sales method.
In the event of an unfair trade practice as referred to in the Unfair Trade Practices Act, a Consumer may terminate the Agreement without cost. This is the case if the Consumer has been misled or approached aggressively, or if the Consumer was subjected to unreasonably severe pressure by Warmteshop when concluding the Agreement. The Consumer must prove that this was the case.

Article 7 Additional and reduced work and changes

If, during the performance of the Agreement, it becomes apparent that the Agreement needs to be adjusted and/or supplemented, or if additional Work is required at the Client's request to achieve the Client's desired result, the Client is obligated to compensate for this additional Work at the agreed rate. Warmteshop is not obligated to comply with this request and may require the Client to enter into a supplementary Agreement for this purpose.
If a fixed price has been agreed for the Activities, Warmteshop will inform the Client about the additional costs and/or financial consequences of the additional work.
If and to the extent that a fixed price has been agreed for the performance of certain Activities, and the performance of such Activities leads to additional Activities that cannot reasonably be deemed to be included in the fixed price, or the price must be increased as a result of incorrect information provided by the Client that is important for determining the price (unless Warmteshop should have discovered the inaccuracy of the information before determining the price), Warmteshop is entitled, after consultation with the Client, to charge these costs to the Client.
In the event of hidden defects, or at least unforeseen circumstances such as the presence of asbestos and wood rot, Warmteshop is entitled to charge additional costs if these circumstances lead to additional work.
Price changes resulting from changes to the Agreement or due to laws and regulations must be reimbursed by the Client.

Article 8 Prices and payment

All prices are in principle exclusive of value added tax (VAT) and other levies. For Consumers, prices are shown inclusive of VAT. When Warmteshop performs the assignment (partially) at the Client's location, additional costs (travel, call-out fees, parking, and accommodation costs) will be charged for this, unless otherwise agreed. For Work that (must) be performed on an urgent basis or outside office hours at the request of the Client, a surcharge may also be charged as agreed in the quotation and/or Agreement. If goods need to be shipped, the Client must reimburse additional costs for this.
The Client cannot derive any rights or expectations from a budget provided in advance, unless the parties have expressly agreed otherwise. If the stated price is a target price, this target price may be adjusted during the execution of the Agreement, unless Warmteshop has warned the Client as early as possible of the likelihood of a further overrun and has given the Client the opportunity to limit or simplify the work. Warmteshop shall cooperate with the limitation or simplification within reasonable limits. This also applies if the price depends on the estimated duration for the execution of the work.
If, between the date of concluding the Agreement (or quotation) and its execution, circumstances arise that increase the cost of the price for Warmteshop as a result of legislation and regulations, price changes at third parties or suppliers engaged by Warmteshop or changes in the prices of the required semi-finished products, materials, parts or currency fluctuations, import and export duties (both domestic and foreign), shipping and/or delivery costs, wages, employer charges and/or (social) premiums, etc., Warmteshop is entitled to increase the agreed price or compensation accordingly and charge this to the Client.
The Client is obligated to pay the agreed down payment within the specified timeframe before Warmteshop begins executing the Agreement. In any case, the Client is obligated to reimburse the costs of the materials in advance.
If the Client has a periodic payment obligation, Warmteshop is entitled to adjust the applicable prices and rates in writing (only) in accordance with the terms of the Agreement, subject to a period of at least 3 months from the conclusion of the Agreement during which the prices shall not increase. In the event of price increases within 3 months after the conclusion of the Agreement, the Client is entitled to dissolve the Agreement by means of a written declaration. If the Client has not notified Warmteshop within 30 days of notification of the price change that it wishes to exercise its right of dissolution, Warmteshop may justifiably rely on the assumption that the Client has agreed to the price change.
The Client is obliged to pay the agreed amount within the payment term of 7 days.
The Client must pay these costs in full, without suspension, deduction, or offset, to the account number and details provided to them by Warmteshop. The Client may only agree on a further payment term after receiving explicit written permission from Warmteshop.
Warmteshop is entitled to offset all amounts already paid by the Client against the outstanding damages owed by the Client.
If a dispute arises between the parties regarding the number of hours spent and/or invoiced, Warmteshop's time registration will be binding, unless the Client can demonstrate otherwise with convincing counter-evidence.
If and to the extent that additional costs are incurred during the performance of the Agreement and/or there is an increased risk (in the opinion of Warmteshop), the Client must pay an additional fee for this.
Warmteshop's work orders are attached to each invoice and determine the amount to be paid by the Client. The Client is expected to sign these orders for approval. Failing this, the Client is deemed to fully agree with the contents of the work orders.

Article 9 Collection Policy

If the Client fails to meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Client, being a Company, is legally in default. The Client, being a Consumer, will first receive a written reminder with a term of 14 days from the date of receipt of the reminder to still meet its payment obligation, including a statement of the extrajudicial costs if it does not meet its obligations within that specified term, before it is in default.
From the date that the Client is in default, Warmteshop will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
If Warmteshop has incurred additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Legal and enforcement costs incurred are also the responsibility of the Client.
In the event of failure to make full payment (if the Client is in default), Warmteshop is entitled to terminate the Agreement by means of a written statement, without further notice of default or judicial intervention, or to suspend its obligations under the Agreement, until payment has been received by Warmteshop or the Client has provided adequate security for this.
Even if Warmteshop, before the Client is in default of payment, has valid reasons to doubt the Client's creditworthiness, Warmteshop is entitled to terminate the Agreement without a written statement or judicial intervention.

Article 10 Execution of work

Warmteshop will endeavor to execute the Agreement with the utmost care, as may be expected of a good contractor. All Work is performed on a best-efforts basis, unless a result has been explicitly and extensively described in writing. Under no circumstances does Warmteshop guarantee that the Work performed and/or the goods supplied by it are suitable for the purpose intended by the Client.
In the performance of the Work, Warmteshop is not obliged or required to follow the Client's instructions if this alters the content or scope of the agreed Work. If the instructions result in additional work for Warmteshop, the Client is obliged to reimburse the additional or supplementary costs accordingly. All instructions, directions, advice, and the like are deemed to have been given with the express approval of the Client if they are given by employees, subordinates, and/or third parties engaged by the Client. Damage resulting from the unauthorized giving of these instructions, etc., or giving them outside the scope of the assignment, shall be entirely at the expense and risk of the Client.
Warmteshop does not apply for permits or other mandatory or voluntary documents and permissions from government agencies or other bodies. The Client is responsible for obtaining the necessary permits and/or permissions in a timely manner. Any damage and/or delays resulting from the lack of these permits or permissions are the responsibility and risk of the Client. The Client explicitly indemnifies Warmteshop against all (consequential) damages resulting from the lack of permits and permissions. Warmteshop will invoice the Client for these (consequential) damages, which are then obligated to compensate Warmteshop for the damages.
Warmteshop is entitled to engage third parties at its own discretion to carry out the Activities.
Warmteshop has the right to advertise its company when it is working on the Client's location.
If the Work is suspended at the request of the Client, the Client is obligated to pay the immediately due compensation for the Work already performed and costs incurred at that time, at Warmteshop's first request. Furthermore, Warmteshop is entitled to charge the Client for all costs arising from the suspension (including reserved hours).
If the performance of the Agreement cannot be resumed after the suspension period, Warmteshop is entitled to immediately dissolve the Agreement without judicial intervention by means of a written declaration to the Client. In the event of resumption of the performance of the Agreement, the Client is obliged to fully pay all costs incurred by Warmteshop arising from such resumption.
The Client is obliged to ensure that:

1. All information, data, and documents required for the execution of the Agreement (including maps, drawings, overviews, house connections, and the like) shall be made available to Warmteshop in a timely manner and in the manner desired by Warmteshop;
2. Warmteshop will be granted access to the work location on the agreed dates and times, which location complies with the applicable legal (safety) requirements and working conditions (whether or not in accordance with the collective labor agreement). Failing this, Warmteshop is entitled to suspend its Activities until these requirements are met, without being liable for any damages (including damages due to delays).
3. The third parties engaged by it perform their Activities and/or deliveries in such a way that Warmteshop experiences no delay or hindrance in the performance of the Agreement or Activities;
4. Warmteshop has sufficient facilities available in a timely manner for the supply, storage and/or removal of (construction) materials and/or resources;
5. Warmteshop has available in good time any necessary scaffolding, edge and fall protection and more that must be made available by the Client, unless the parties have expressly agreed otherwise in writing;
6. The work location is in such a condition that Warmteshop can perform and/or continue its Activities without hindrance;
7. The heat shop at the work location has electricity, gas, and water connections. The client must reimburse these costs. Lost labor hours due to water, gas, or power outages are the responsibility of the client
8. The location must have sufficient facilities for the correct and complete collection of waste;
9. The work location must (if possible) have a suitable space where Warmteshop tools, machines, materials, and other items can be stored without risk of damage or theft. In the event of theft, loss, or damage, the Client will be responsible for the costs involved
10. At the work location, any other facilities reasonably desired by Warmteshop and/or its (sub)contractors must be present, without Warmteshop being charged any (extra) costs for this.
11. In the event of groundwork or soil-related work, the Client is obligated to notify the Cables and Pipelines Information Center (KLIC) at least three days prior to commencement of the Work and to provide this information to Warmteshop. The Client must also inform Warmteshop in a timely manner of all cables, pipes, and any potential obstacles, obstructions, and risks. The Client must follow all KLIC instructions. Failure to do so will entitle Warmteshop to charge the Client for any additional costs.
12. Warmteshop is informed of the location of cables, pipes, etc., already present at the work site before the commencement of the Work. If this information is not provided in a timely manner and damage occurs due to this ignorance, the Client is responsible and liable for the resulting costs. The Client is responsible for ensuring that, in the event of obstacles in the ground, a qualified person conducts trial excavations under the Client's supervision.
13. At the request of Warmteshop, the Client undertakes to provide insight into the (environmental) hygienic condition of the soil to be treated, to issue a health and safety plan for the design phase and/or to carry out or have carried out an asbestos inventory by a recognised and certified asbestos inventory agency (SC 540) and/or a building materials survey.
14. The Client shall take all necessary measures to prevent nuisance and/or damage to the environment, including environmental damage and consequential damage to property and goods and/or substances caused by vibrations.
15. The Client is also obliged to ensure that the road is cleaned and that appropriate warnings are placed in the event of (potentially) dangerous situations.

If the Client fails to comply with the obligations mentioned in this article in a timely manner, Warmteshop is entitled to suspend the execution of the Agreement until such time as the Client has fulfilled its obligations. The costs associated with the delay incurred and/or the costs for performing additional Work or other consequences arising therefrom shall be for the account and risk of the Client.
If the Client fails to fulfill its obligations and Warmteshop fails to demand performance from the Client, this shall not affect Warmteshop’s right to demand performance at a later date.
The building materials resulting from the work, which the Client has stated they wish to keep, must be removed by the Client. All other building materials will be disposed of by Warmteshop, without prejudice to any liability of the Client.

Article 11 Samples and models

Samples or models can be provided and installed upon consultation for up to 14 days. The costs for installing these samples are borne by the Client, based on a trial installation agreement.
If the Client does not notify Warmteshop within 14 days after delivery that it wishes to take delivery of the products, Warmteshop will collect and dismantle the products. The costs of the dismantling shall be borne by the Client.
Samples and models are considered to be an indication only and do not necessarily correspond entirely to what is required, unless expressly agreed otherwise in writing.

Article 12 (Delivery)

1. If the commencement, progress, or delivery of the Work is delayed because, for example, the Client has not provided all requested information or has not provided it in a timely manner, provides insufficient cooperation, the (down) payment has not been received by Warmteshop in a timely manner, or due to other circumstances for which the Client is responsible and liable, Warmteshop is entitled to a reasonable extension of the delivery period. All agreed delivery periods are never fixed deadlines. The Client must give Warmteshop written notice of default. In no case are the stated deadlines fixed deadlines.
2. All damage and additional costs resulting from delays due to a cause mentioned in paragraph 1 are at the expense and risk of the Client and can be charged to the Client by Warmteshop.
3. Shipping and/or transport of the ordered items will take place in the manner specified by Warmteshop's supplier, but will be at the Client's expense and risk. From the time of delivery to the agreed-upon location, the delivered item will be at the Client's expense and risk. The Client is obligated to fully cooperate with the delivery at Warmteshop's first request. The Client's acceptance of items from Warmteshop constitutes proof that the items have been received in good condition, unless any damage is explicitly noted on the receipt.
4. In the event of phased execution, or if the Client is required to give approval, Warmteshop is entitled to suspend the execution of the Agreement until the Client has given its approval. The maximum period for giving approval is 7 calendar days. If the Client has not given approval within this period, the Client shall be deemed to have tacitly agreed to the delivered work.
5. Warmteshop will make every effort to complete the Activities within the agreed period, to the extent that this can reasonably be expected of it.
6. When working days are mentioned, this means all (working) calendar days with the exception of recognised national holidays and weekends.
7. The Client has an independent responsibility for the management, use and maintenance of the items made and/or delivered by Warmteshop.
8. If Warmteshop has indicated that the work is ready for delivery and the Client does not inspect the work within a reasonable period and accept it, with or without reservation, or use, modify, or have it modified, the Client is deemed to have tacitly accepted the work. Minor defects that can be repaired during the maintenance period do not constitute grounds for non-acceptance of the delivered work, provided this does not prevent commissioning. After acceptance, the work is considered completed.
9. After delivery, the work is at the Client's risk. Therefore, the Client remains liable for the price, regardless of the destruction or deterioration of the work due to a cause not attributable to the contractor.
10. Warmteshop is not liable for defects that the Client should reasonably have discovered at the time of delivery, except in the case of intent or deliberate recklessness on the part of Warmteshop.
11. Warmteshop is entitled to deliver and/or perform the Work in parts, whereby each partial delivery and/or partial performance can be invoiced separately.

Article 13 Maintenance

If agreed, Warmteshop will perform maintenance and/or repair. The scope of the maintenance obligation extends to that which has been explicitly agreed upon by the parties. Warmteshop will inform the Client of all circumstances that may affect (the availability of) the maintenance.
The Client is obligated to report any defects, errors, or other malfunctions to Warmteshop in writing. Warmteshop will then repair the defects and/or make improvements as soon as possible and to the best of its ability, in accordance with its usual procedures. If desired, Warmteshop is entitled to initially implement temporary solutions, after which a permanent solution can be devised and implemented in consultation with the Client.
The Client is obliged to cooperate with Warmteshop upon first request.

Article 14 Suspension

Warmteshop is authorized to suspend the fulfillment of its obligations or to terminate the Agreement immediately and with immediate effect if:
1. Client fails to fulfil its obligations under the Agreement, fails to fulfil them in full or fails to fulfil them on time;
2. Warmteshop, after concluding the Agreement, has good reason to fear that the Client will not fulfil its obligations;
3. The Client was asked to provide security or a down payment for the fulfilment of its obligations under the Agreement upon entering into the Agreement, and this payment is not made or is insufficient;
4. If, due to delay on the part of the Client, HEATXL can no longer be expected to fulfill the Agreement under the originally agreed conditions, Warmteshop is entitled to dissolve the Agreement.
5. If circumstances arise which are of such a nature that performance of the Agreement in its current form cannot reasonably be required of Warmteshop.
If the termination is attributable to the Client, Warmteshop is entitled to compensation from the Client.
If the Agreement is terminated prematurely by Warmteshop, the Parties will consult on the transfer of any Work still to be performed to third parties if the termination is attributable to the Client. The costs of transfer will be borne by the Client. Warmteshop will inform the Client of these costs in advance as much as possible. The Client is obligated to pay these costs within the specified period, unless otherwise agreed.

Article 15 Warranty

All warranties are explicitly agreed upon in writing. Warranties never extend beyond what is explicitly agreed upon.
Warmteshop will perform the Work in accordance with industry standards. Any warranty provided will be limited to what has been expressly agreed upon in writing and only to the extent the warranty has been received from the suppliers. During the warranty period, Warmteshop guarantees the proper and customary quality of the delivered goods.
The Client may only invoke the guarantee provided by Warmteshop if the Client has fully met its payment obligations.
If the Client rightfully invokes an agreed warranty, Warmteshop is obligated to repair or replace the delivered goods free of charge. In the event of any additional damage, the applicable liability provisions of these general terms and conditions will apply. If Warmteshop cannot reasonably be expected to repair the goods, the Consumer is entitled to terminate the Agreement in writing or request a discount on the agreed price or compensation.
The warranty expires as soon as the warranty period has expired, the warranty obligation expires, the Client makes or has changes made to the delivered and/or the delivered goods or uses, treats or maintains the goods incorrectly in the opinion of Warmteshop.

Article 16 Transfer of Risk

The risk of theft and loss, embezzlement or damage to data, documents, software, data files and/or items used, created or delivered in the context of the performance of the Agreement shall pass to the Client at the time at which these are actually placed at the Client's disposal.

Article 17 Privacy, data processing and security

Warmteshop handles the (personal) data of the Client and Users of the website with care and will only use it in accordance with the privacy statement. If requested, Warmteshop will inform the data subject about this.
If Warmteshop is required to provide information security under the Agreement, this security will comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

Article 18 Force Majeure

Warmteshop shall not be liable if it is unable to fulfil its obligations under the Agreement due to a force majeure situation.
Force majeure on the part of Warmteshop is in any case understood to mean, but is not limited to: (i) force majeure of Warmteshop's suppliers, (ii) failure to properly fulfill obligations by suppliers, (iii) defects of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of the internet, data network and telecommunications facilities (for example due to cybercrime and hacking) or of another nature, (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) illness and/or strikes of Warmteshop's personnel and (xi) other situations that in the opinion of Warmteshop fall outside its sphere of influence and that temporarily or permanently prevent the fulfillment of its obligations.
If, in the opinion of Warmteshop, the performance of the agreed Activities cannot be carried out at the time or within the agreed period due to wet weather conditions, extreme heat or terrain conditions, Warmteshop has the right to suspend the Activities relating thereto and to extend the Agreement by the duration of the days not worked, without this leading to liability.
If a force majeure situation lasts longer than two months, either party may terminate the Agreement in writing. If any services have already been provided under the Agreement, payment will be made pro rata, without any further liability for these services from either party to the other.

Article 19 Limitation of liability

If the performance of Services by Warmteshop leads to liability of Warmteshop towards the Client or third parties, such liability shall be limited to the costs charged by Warmteshop in connection with the assignment (once the invoice value, excluding material costs, exclusive of VAT), unless the damage is the result of intent or recklessness bordering on intent on the part of Warmteshop. In any event, liability shall be limited to the maximum amount of damages paid out by the insurance company per claim per year.
Warmteshop is not liable for consequential damage in any form whatsoever, indirect damage, business damage, loss of profit and/or losses incurred, lost savings, or damage due to business stagnation.
If the work, after delivery, shows defects for which Warmteshop is (proven to be) liable, Warmteshop must be given the opportunity to remedy the defects within a reasonable period of time, without prejudice to liability for damage resulting from the defective delivery, unless the costs of repair would be disproportionate to the Client's interest in repair instead of compensation.
In the event of measurements, Warmteshop is not liable for consequential damages, including ordering incorrect and/or errors in materials, setting up the GPS, and/or taking measurements. The Client and/or the contractor ultimately responsible for carrying out the Work or assignment must perform a final inspection and is responsible for this final inspection.
If the (consequences of) improper execution of the work are attributable to defects or unsuitability of items supplied by the Client, the consequences shall be borne by the Client, unless Warmteshop has breached its duty to warn or has otherwise fallen short in expertise or diligence with regard to these defects. Warmteshop is also not liable for the premature commissioning of a part or the entire work by the Client.
Warmteshop is never liable for damage resulting from subsidence of the soil, ground and/or topsoil if the subsidence is not related to the application, processing or treatment thereof.
The Client is liable for damage to the work resulting from work performed by the Client or by third parties commissioned by the Client, or deliveries made. Damage resulting from the use of materials prescribed by the Client and/or the execution of a design provided by the Client is also entirely at the Client's expense and risk.
Warmteshop cannot be held liable for the poor flow of traffic at the location where the Work is being carried out.
The Client is furthermore liable for loss and/or theft of damage to the goods, tools, machines, materials and more that Warmteshop uses and/or has stored at the Client's premises in the context of the performance of the agreement during the execution of the Work, including damage caused by imperfections, defects and more at the work location.
If, after the conclusion of the Agreement, it appears that the construction site or the work is contaminated, such as by asbestos, or that contaminated building materials emerge from the work, the Client will be liable for the consequences arising from this for the execution of the work.
Warmteshopis not liable for damage that is or may be the result of any action or omission based on (incomplete and/or incorrect) information on the website or that of linked websites.
Warmteshop is not responsible for the correct and complete transmission of the contents of e-mails sent by or on behalf of Warmteshop, nor for their timely receipt.
Damage resulting from the working of natural products, such as the shrinking and expanding of wood, does not lead to liability on Warmteshop's part, unless there is intent or deliberate recklessness. Repairing damage resulting from the working of used materials is considered additional work.
All claims by the Client due to shortcomings on the part of Warmteshop shall lapse if they are not reported to Warmteshop in writing and with substantiation within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. The liability of Warmteshop shall lapse one year after the termination of the Agreement between the parties.
The work may void third-party warranties, including manufacturer's warranties. Warmteshop is not liable for any damages suffered by the Client as a result of the loss of any warranty claim from third parties.

Article 20 Disclaimer and accuracy of information

1. The Client is solely responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records provided to Warmteshop in the context of an Agreement. The Client remains responsible for this even if such data originates from third parties. If Warmteshop is aware, or ought reasonably to have known, of inaccuracies in the assignment, including errors or defects in the plans, drawings, calculations, specifications, or execution instructions provided by the Client, Warmteshop is obliged to warn the Client thereof.
2. The Client indemnifies Warmteshop from any liability arising from the failure to comply with the obligations under the previous clause or the failure to comply with them in a timely manner.
3. The Client indemnifies Warmteshop against claims by third parties relating to intellectual property rights on the data and information provided by the Client, which may be used in the performance of the Agreement.
4. The client is responsible for obtaining all required (building) permits. The client indemnifies Warmteshop against all claims arising from the lack of (building) permits.
5. If the Client provides electronic files, software, or data carriers to Warmteshop , the Client guarantees that these are free of viruses and defects.
6. The Client also indemnifies Warmteshop against all damages, fines, penalty payments, claims and other government measures.

Article 21 Complaints

1. If the Client is dissatisfied with Warmteshop's service or products, or has any other complaints about the execution of their order, they are obligated to report these complaints as soon as possible, but no later than two weeks after the relevant reason that led to the complaint. Complaints can be submitted via info@warmteshop.be with the subject line "complaint," or by calling the telephone number provided.
2. The complaint must be sufficiently substantiated and/or explained by the Client if Warmteshop is to be able to handle the complaint.
3. Warmteshop will respond to the complaint as soon as possible, but no later than 5 working days after receipt of the complaint.
4. The parties will attempt to reach a solution together.

Article 22 Applicable law

The legal relationship between Warmteshop and the Client is governed by Belgian law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
Warmteshop may unilaterally amend these terms and conditions. The most current version can be found on the website.
All disputes arising from or in connection with the Agreement between Warmteshop and the Client shall be settled by the competent court of Kortrijk, location Kortrijk, unless mandatory provisions of law lead to the jurisdiction of another court.

Roeselare, June 19, 2024