General terms of use

General conditions Quality Heating BV and Quality Heating Vloerverwarming BV

May 2023 version

ARTICLE 1 | DEFINITIONS

In these general terms and conditions, the following terms are used in the following senses, unless the nature or content of the provisions dictates otherwise:

Quality Heating: Quality Heating BV and Quality Heating Vloerverwarming BV, located at Phoenixstraat 35-37 in Alkmaar, registered in the commercial register under numbers KvK 71939849 and 82402256; Buyer: the natural or legal person with whom Quality Heating has concluded or intends to conclude a contract; Contract: the contract between Quality Heating and the Buyer, concluded in accordance with Article 3 of these general terms and conditions, whereby Quality Heating acts as seller, supplier of products, and/or consultant.

ARTICLE 2 | APPLICABILITY

These general terms and conditions apply to all offers, quotations, and contracts between Quality Heating and a buyer to whom Quality Heating has declared these general terms and conditions applicable, unless the parties have expressly agreed otherwise in writing. These terms and conditions also apply to agreements with Quality Heating whose performance requires the involvement of third parties by Quality Heating.
Any purchase or other conditions of the buyer shall not apply unless expressly accepted by Quality Heating in writing. The invalidity or destruction of one or more of these provisions shall not affect the validity of the remaining clauses. In such a case, the parties shall consult with each other to reach a replacement agreement for the clause in question. The purpose and scope of the original provision shall be taken into account to the extent possible.

ARTICLE 3 | ESTABLISHMENT OF THE AGREEMENT

All offers and/or submissions from Quality Heating, in any form whatsoever, are non-binding unless expressly stated otherwise in writing. Offers are valid for the period specified therein. If no period is mentioned, the offer is valid for up to 30 days from the date it was made. Quality Heating's offers are based on information provided by the buyer. The buyer warrants the accuracy and completeness of this information and guarantees that they have provided all the information essential for the design and execution of the order. Quality Heating's offers and quotations, in any form whatsoever, contain a complete and accurate description of the products offered. Obvious or apparent errors in the offer or quotation are not binding on Quality Heating. The agreements become effective when Quality Heating accepts the order placed by the Buyer by means of a verbal, electronic or written confirmation/signature of the written agreement, or when Quality Heating proceeds to execute an order.
Quality Heating reserves the right to refuse an order without giving reasons.
If the acceptance (whether on minor points or not) deviates from the offer contained in the quote, Quality Heating is not bound by it. The contract will therefore not be concluded in accordance with this differing acceptance, unless otherwise specified by Quality Heating.
If the buyer enters into the contract on behalf of another natural or legal person, they declare that they are authorized to do so by entering into the contract. The buyer, in addition to that (legal) person, is jointly and severally liable for the performance of the obligations arising from this contract.

ARTICLE 4 | DELIVERY

The delivery times indicated are given for guidance purposes only and are therefore never definitive, unless expressly agreed otherwise in writing.
Quality Heating delivers products to the delivery address provided by the buyer. If no delivery address is provided, the billing address will be considered the delivery address.
If and to the extent that proper performance of the contract 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 products sold in separate parts. If the products are delivered in several 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 accepting them, the buyer shall, upon Quality Heating's first request, inform the buyer of the period within which the products will still be accepted. This period shall never exceed one month from the date of the request referred to in the preceding sentence.
If, pursuant to Articles 4.5 and 4.6, Quality Heating incurs reasonable costs which would not exist if the buyer had properly complied with the obligations referred to therein, these costs shall be borne by the buyer.

ARTICLE 5 - PRICE

The buyer is responsible for the cost of shipping the products, unless expressly agreed otherwise.
Quality Heating has the right to pass on to the buyer any price increases in factors determining the cost price that appear after the conclusion of the contract.
Contrary to the previous sentence, the consumer has the right to terminate the contract if these increases are passed on within three months of the conclusion of the contract and Quality Heating still explicitly refuses to perform the contract in accordance with the initial conditions.

ARTICLE 6 | PAYMENT TERMS

The agreed price must generally be paid in full and in advance by the buyer.
Quality Heating reserves the right to request a 50% deposit from the buyer. 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 mentioned on the invoice.
Quality Heating is not obliged to (continue) the performance of the contract as long as the buyer is in default of payment as mentioned in this article.
The buyer is not authorized to suspend performance of their payment obligation for any reason whatsoever. Offsetting any claims the buyer may have against Quality Heating is also excluded.
Any question or objection concerning a Quality Heating invoice must be submitted to Quality Heating in writing, with justification, within 14 days of the invoice date, otherwise the right to object will be forfeited. After this period, the invoice will be considered accepted without reservation.
In the event of late payment, the buyer will be immediately in default, and Quality Heating will be entitled to charge extrajudicial costs. For consumer customers, this is related to the BIK (Basic Insurance Charge), which is maximized by law. For buyers acting for purposes related to their trade, business, craft, or profession, the 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 legal, extrajudicial and enforcement costs, incurred in recovering amounts owed by the buyer, shall be borne by the buyer.

ARTICLE 7 | RETURN

Ordered products can be returned by the consumer-buyer within 14 days of receiving the product, unless otherwise agreed.
Ordered products cannot be returned by a buyer who is not a consumer.
When returning an item, the buyer is required to follow the return steps as described on the seller's website. This includes registering the return via the returns portal and, if this is not possible, registering the return by contacting the seller's customer service.
Return shipping costs are the responsibility of the buyer. These costs are automatically deducted from the credit. Current return shipping costs are listed on the seller's website's return registration pages.
During the period referred to in paragraph 1, the consumer must handle the product and its packaging with care. The consumer may only unpack and use the product to the extent necessary to assess its nature, characteristics, and/or functioning.
If the consumer returns the product, they will return it to Quality Heating in good condition, with all accessories supplied 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 product's value, the buyer is not entitled to a full refund of the purchase price. Quality Heating reserves the right to provide partial compensation where appropriate.
Quality Heating will reimburse payments received from the consumer less any depreciation as soon as possible, but no later than 14 days after the return or termination of the contract, provided that the products have been returned by Quality Heating or that it has been demonstrated by the consumer that the products have actually been returned by means of proof of tracking and tracing.
The return option mentioned in this article does not apply to custom-made or personalized products, such as underfloor heating sheets, QH Grid underfloor heating systems, and custom-printed infrared panels. Instantaneous boilers and water heaters cannot be returned if they have been connected or put into operation.

ARTICLE 8 | BUYER'S OBLIGATIONS

The buyer will strive 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 contract and guarantees its accuracy, completeness and reliability.
Upon delivery of the products, the buyer must immediately check whether the nature and quantity of the products correspond to the contract, even if it has been agreed that the products will be installed or assembled by third parties at the time of or after delivery.
The buyer is required to comply with the instructions given by Quality Heating or the manufacturer's instructions for the installation and use of the products purchased.
If the performance of the contract is delayed because the buyer does not fulfill its obligations set out in articles 8.1 and 8.2, the resulting costs shall be borne by the buyer.
Additional terms and conditions apply to installation services provided by or on behalf of Quality Heating.
If the buyer does not properly comply with what he is required to do towards Quality Heating, he is responsible for all damages that may result directly or indirectly to Quality Heating.

ARTICLE 9 | WARRANTY

Quality Heating guarantees the reliability of the products it supplies and/or makes available, and will do everything possible to execute the contract with the necessary care and expertise, and in compliance with all required certifications. Regarding consulting services, Quality Heating is only bound by an obligation of means and never by an obligation of result.
Warranty claims are only valid if the buyer has complied with all Quality Heating customer instructions and there appears to be a manufacturing or construction defect in the product. Only then will Quality Heating cover the costs of investigation and repair.
For a warranty claim to be valid, the buyer must notify Quality Heating in writing within 7 days of the occurrence of the defect, or at least when it could reasonably have been discovered, otherwise any warranty claim in this regard will become void.
The right to the warranty also expires if a product defect results from an external cause or cannot be attributed to Quality Heating. This is not an exhaustive list.

ARTICLE 10 | COMPLAINTS

Claims regarding delivered products, including damage due to transport, must be submitted in full and clear writing to Quality Heating no later than 7 days after the buyer discovered or could have discovered the defects, failing which rights will be forfeited.
Quality Heating responds to complaints within 14 days. If a complaint requires a longer processing time, a response will be provided within fourteen days, including an acknowledgement of receipt and an indication of when the buyer can expect a more detailed response.
Unless the buyer proves they followed the instructions provided by Quality Heating, a claim that may be partly caused by failure to follow those instructions will not be processed. In this case, the burden of proof always rests with the buyer.
All claims and/or rights against Quality Heating, for whatever reason, expire for the consumer buyer within 2 years after their occurrence and for the professional buyer within one year.

ARTICLE 11 | TITLE RESERVATION

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 that it is considered permitted in the normal course of business, the buyer is prohibited from selling, pledging or otherwise encumbering the products subject to retention of title.
The buyer grants Quality Heating, or any third parties designated by Quality Heating, unconditionally the right to enter any premises where the products subject to retention of title are located. In the event of default of payment by the buyer, Quality Heating is entitled to repossess the products mentioned herein. All reasonable costs associated with this repossession 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 participation of third parties, from multiplying, reproducing or disclosing these products in any manner other than that arising from the nature or scope of the contract.

ARTICLE 13 | FORCE MAJEURE

In the event of force majeure on the part of Quality Heating, all of Quality Heating's obligations to the buyer arising from the contract concluded and other legal acts will be suspended.
In these terms and conditions, force majeure is defined as, in addition to what is understood in law and case law: any circumstances beyond the control of Quality Heating, external causes that cannot reasonably be foreseen, and which result in Quality Heating being unable to operate or fully fulfill its obligations. This includes, but is not limited to: wars, strikes, riots, pandemics, epidemics, illnesses of our own staff and third parties involved, staff shortages, fires, business and technical disruptions or closures of Quality Heating or external parties involved, government measures imposed on Quality Heating or third parties on which Quality Heating depends, closure of national borders, insufficient or incorrect data, or insufficient cooperation.
If the force majeure event lasts for three months, or as soon as it is established that the force majeure event will last for more than three months, each Party has the right to terminate the contract in question prematurely without regard to any notice period, it being understood that such provisional termination is no longer possible after the performance of the obligation whose performance was temporarily prevented by a force majeure event.
If Quality Heating has already partially fulfilled its obligations at the time the force majeure situation occurs, or can only partially fulfill its obligations, it has the right to invoice separately for the part already performed or the executable part of the contract, as if it were an independent contractor agreement.
Damages resulting from a case of force majeure never give rise to compensation.

ARTICLE 14 | LIABILITY AND INDEMNIFICATION

Quality Heating is only liable for damages resulting from intentional or deliberate negligence on the part of Quality Heating.
Quality Heating's liability is limited to compensating the buyer for direct damages up to the maximum amount stipulated in the contract between Quality Heating and the buyer. Furthermore, the maximum amount of damages payable will never exceed the maximum amount to be paid out by Quality Heating's insurer.
Direct damages mean exclusively the costs that the buyer has reasonably had to incur to repair or eliminate defects in Quality Heating, so that the performance of Quality Heating conforms to the contract, as well as the reasonable costs to prevent or limit such damages and the reasonable costs to determine the cause and extent thereof.
Quality Heating excludes all liability for indirect damages, including but not limited to: consequential damages, loss of profit, missed savings and damages due to business interruption.
It is the responsibility of the buyer/end user to assess whether their floor finish (parquet, laminate, carpet, PVC, tile, etc.) is suitable for the products supplied by Quality Heating. Quality Heating assumes no liability for damage resulting from an unsuitable floor finish.
The buyer will indemnify and hold Quality Heating harmless from any and all third-party claims, as well as all reasonable costs of defending against such claims, which are in any way related to the work performed for the buyer.
Quality Heating cannot be held responsible if the buyer has the option of contacting their insurance company or a third party directly regarding the occurrence of the damage.
If Quality Heating engages a third party to perform a buyer's contract, Quality Heating will be indemnified and fully held harmless by that third party (contractor) against any third-party claims, including, but not limited to, the buyer. Quality Heating is not liable to the buyer or any third party for damages caused by the third party engaged by Quality Heating.

ARTICLE 15 | SUSPENSION, DISSOLUTION AND TERMINATION OF THE CONTRACT

The buyer cannot cancel, dissolve, or void agreements regarding customization. Custom-made products cannot be returned to Quality Heating by the buyer.
Quality Heating has the right to suspend performance of its obligations or terminate the contract if the buyer fails to fulfill its contractual obligations, fails to fulfill them fully, or fails to fulfill them on time, if Quality Heating becomes aware of circumstances after the conclusion of the contract that give reasonable grounds to fear that the buyer will not fulfill its obligations, or if, due to the buyer's delay, it can no longer be expected that Quality Heating will fulfill the contract under the originally agreed terms.
Furthermore, Quality Heating has the right to terminate the contract if circumstances arise that make performance of the contract impossible, or if other circumstances arise that make it unreasonable for Quality Heating to maintain the contract unchanged.
If Quality Heating decides to suspend or dissolve, it is under no obligation to compensate for damages and expenses 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 in writing the results of the previous phase.
If the termination is attributable to the buyer, Quality Heating is entitled to compensation for the damage, including costs incurred directly and indirectly.
If the buyer fails to fulfill its obligations under the contract and such failure justifies termination, Quality Heating is entitled to terminate the contract immediately and with immediate effect without any obligation on its part to pay any compensation or indemnity, while the buyer, due to a breach of contract, is obliged to pay compensation or indemnity.
In the event of liquidation, (applications for) a moratorium on payments or bankruptcy, seizure—if and to the extent that the seizure has not been lifted within three months—at the Buyer's expense, debt restructuring, or any other circumstance as a result of which the Buyer no longer has free access to its assets, Quality Heating is free to terminate the contract immediately and with immediate effect, or to cancel the order or the contract, without any obligation on its part to pay damages or compensation. In this case, all claims of Quality Heating against the Buyer become immediately due and payable.

ARTICLE 16 | FINAL PROVISIONS

All agreements concerning delivery by Quality Heating are governed exclusively by Dutch law.
The parties may not appeal to the court until they have made every effort to settle the dispute amicably.
Insofar as the law does not derogate from this, only the competent court of the district where Quality Heating is established will be designated to hear disputes.
Quality Heating is authorized to modify these terms and conditions. The most recent version of the terms and conditions filed will always apply. A copy of the modified terms and conditions will always be sent to the buyer in writing or electronically.