Terms and conditions

Effective from 19 June 2020 Version: 1.0

Registered address

HeatXL infrared heating Spoorstraat 7 4702 VV Roosendaal Netherlands

Internet

www.heatxl.com

Telephone

0165-714107

email

info@heatxl.com

VAT number

NL8179.35.526 B01

Chamber of Commerce number

20131468

HEATXL general terms and conditions

Houtepen Investments B.V., trading as HeatXL, established at Spoorstraat 7, 4702 VV Roosendaal and registered with the Chamber of Commerce under number 20131468, represented in this matter by Mr F.A. Houtepen.

Article 1 Definitions

1. The following terms are used in these general terms and conditions with the meanings set out below, unless expressly stated otherwise.
2. Offer: Any written offer or quotation to the Client for the supply of Products and/or performance of Work by the Contractor.
3. Contractor: The contractor who carries out the work independently or has others carry it out under its supervision, hereinafter HEATXL.
4. Business: The natural or legal person acting in the course of a profession or business.
5. Consumer: A natural person not acting in the course of a profession or business.
6. Client: The Business or Consumer entering into an Agreement, including a distance Agreement, with the Contractor.
7. Work: All work offered by HEATXL in the broadest sense relating to the installation and assembly of heating elements.
8. Agreement: The agreement under which HEATXL undertakes towards the Client to complete and deliver work of a tangible nature outside an employment relationship for a monetary price payable by the Client, of which these general terms and conditions form an inseparable part.

Article 2 Applicability

1. These general terms and conditions apply to every Offer made by HEATXL, every Agreement between HEATXL and the Client, and all work offered by HEATXL.
2. Before an Agreement, including a distance Agreement, is concluded, the Client will be given access to these general terms and conditions. If this is not reasonably possible, HEATXL will inform the Client how they may consult them.
3. In principle, departures from these general terms and conditions are not possible. In exceptional situations, a departure may be made if expressly agreed with HEATXL in writing. The Client’s general terms and conditions do not apply.
4. These general terms and conditions also apply to additional, amended follow-up orders and future orders from the Client.
5. If one or more provisions of these general terms and conditions are wholly or partly void or annulled, the remaining provisions remain in force. The void or annulled provisions will be replaced with provisions having the same purpose as the original provisions.
6. Uncertainties about the content, interpretation or situations not covered by these general terms and conditions must be assessed and interpreted in the spirit of these terms and conditions.
7. References to she/her in these general terms and conditions must also be understood as references to he/him/his where applicable.

Article 3 The Offer

1. All offers made by HEATXL are non-binding unless expressly stated otherwise in writing. If an Offer is limited or subject to specific conditions, this will be expressly stated in the Offer.
2. HEATXL is bound by an Offer only if the Client confirms acceptance in writing within 30 days. Nevertheless, HEATXL may refuse an Agreement with a prospective Client for a reason it considers justified.
3. The Offer describes the Work offered in sufficient detail to allow the Client to assess it properly. Obvious mistakes or errors in the Offer cannot bind HEATXL. Images and/or specific information in the Offer, including but not limited to models, sample documents, colours, capacities, functions, dimensions and other descriptions shown or supplied in sketches, drawings, brochures or promotional materials, are indicative only and cannot give rise to compensation or termination of the Agreement. Minor deviations permissible within the industry are allowed and do not justify cancellation of the Agreement.
4. If an Offer is based on information provided by the Client that proves incomplete and/or incorrect or is subsequently changed, HEATXL may adjust the rates, delivery periods and/or prices stated in the Offer. The Client must accept the changed circumstances and meet the stipulated payment obligations.
5. Offers do not automatically apply to follow-up orders or repeat orders.
6. Delivery dates, periods and hours stated in HEATXL’s Offer are indicative and, if exceeded, do not entitle the Client to terminate the Agreement or claim compensation unless expressly agreed otherwise.
7. An overall quotation does not oblige HEATXL to supply part of the items included in the offer or quotation at a corresponding portion of the stated price.

Article 4 Formation of the Agreement

1. The Agreement is formed when the Client accepts an Offer or quotation from HEATXL, or when work begins.
2. If the Client accepts the Offer by placing an order with HEATXL, HEATXL will confirm the order in writing by email. Every Offer is valid for a maximum of 30 days unless expressly agreed otherwise; afterwards, HEATXL can no longer be held to it.
3. HEATXL is not bound by an Offer if the Client could reasonably have expected, should have understood or ought to have understood that it contained an obvious mistake or clerical error. The Client may derive no rights from that mistake or error.
4. An Offer is valid only if made in writing by HEATXL to the Client. It lapses if the Product or Work covered by the quotation is no longer available in the meantime.
5. HEATXL may refuse an Agreement with a prospective Client for a reason it considers justified.
6. If several Clients jointly enter into an Agreement with HEATXL, each Client is separately jointly and severally liable for fulfilment of the obligations of each Client and of all Clients together.

Article 5 Duration of the Agreement

1. The Agreement is entered into for the duration stated in the quotation unless agreed otherwise.
2. The Client may terminate all or part of the Agreement at any time. If performance has already begun when the Client terminates it, the Client owes the price for the entire work less the savings HEATXL makes as a result of termination, in exchange for delivery by HEATXL of the work already completed. If the price depended on HEATXL’s actual costs, the amount owed by the Client is calculated from the costs incurred, work performed and profit HEATXL would have made on the entire work.
3. Either party may terminate the Agreement for an attributable failure to perform if the other party has been given written notice of default and a reasonable period to fulfil its obligations and culpably fails to do so. This includes the Client’s payment and cooperation obligations.
4. Either the Client or HEATXL may terminate all or part of the Agreement in writing with immediate effect, without further notice of default, if either party is granted a suspension of payments, bankruptcy is filed, or the relevant business ends through liquidation. In such cases, HEATXL is never required to refund payments already received and/or pay compensation. HEATXL may also immediately repossess unpaid items and retains the right to claim additional compensation from the Client.
5. If HEATXL dies or becomes permanently incapacitated for work after the Agreement is concluded, either party may terminate the Agreement insofar as, given its nature, the death or permanent incapacity creates a reasonable interest in termination. For work already performed and costs incurred, the Client owes reasonable compensation determined in light of all the circumstances, payable where applicable to HEATXL’s heirs or successors.
6. If the Client cancels an already scheduled appointment within 24 hours before the start time, HEATXL may charge the Client for the reserved time at the agreed hourly rate and for costs already incurred to perform the Agreement.
7. If the Client cancels an Agreement already concluded, the following charges apply. Cancellation up to one month before the start date incurs a charge of 20% of the quoted amount. Cancellation up to three weeks before the start date incurs 50%, and up to one week before the start date incurs 75%. HEATXL may always charge higher amounts if it has incurred greater costs in performing the Agreement.
8. The Client is liable to third parties for the consequences of cancellation and indemnifies HEATXL against resulting claims from those third parties.

Article 6 Cancellation of the Agreement

1. If the Client cancels, compensation is payable based on lost income calculated using industry averages. Compensation consists of the gross profit margin, including fixed and variable costs and profit mark-up, less variable costs not incurred, such as delivery costs. Compensation is 30% of the purchase or contract price unless the parties agree otherwise. It is 50% if the Client cancels after being informed that the delivery or part-delivery can take place.
2. The percentages stated in paragraph 1 are fixed unless HEATXL proves that its loss is greater or the Client demonstrates that the loss is lower.
3. Cancellation should preferably be in writing. HEATXL will confirm an oral cancellation in writing.
4. Under the Agreement, a Consumer may cancel in writing within 2 days, starting on the day after the Agreement is concluded, for a reduced charge of 5% of the purchase price, with a minimum of € 500. If the Consumer does not have HEATXL’s email address, cancellation may also be sent by registered letter. The dated proof of posting must show that the letter was sent within 2 days.
5. A Consumer does not have to pay cancellation charges for an off-premises or distance Agreement when exercising the statutory right of withdrawal applicable to that method of sale.
6. In the event of an unfair commercial practice within the meaning of the Dutch Unfair Commercial Practices Act, a Consumer may terminate the Agreement without charge. This applies if the Consumer has been misled or approached aggressively, or subjected by HEATXL to unreasonably severe pressure when concluding the Agreement. The Consumer must prove that this occurred.

Article 7 Additional work, omissions and changes

1. If, during performance, the Agreement needs to be amended and/or supplemented, or the Client requests further Work to achieve the desired result, the Client must pay for that additional Work at the agreed rate. HEATXL is not obliged to meet the request and may require an additional Agreement.
2. If a fixed price has been agreed for the Work, HEATXL will inform the Client of the additional costs or financial consequences of additional work.
3. Where a fixed price has been agreed for certain Work and its performance leads to additional Work that cannot reasonably be considered included in that price, or the price must increase because the Client supplied incorrect information relevant to pricing, HEATXL may charge those costs after consulting the Client. This does not apply if HEATXL should have discovered the incorrect information before setting the price.
4. For hidden defects or unforeseen circumstances, such as asbestos or wood rot, HEATXL may charge additional costs if they lead to additional Work.
5. The Client must pay price changes resulting from changes to the Agreement or from laws and regulations.

Article 8 Prices and payment

1. All prices are in principle exclusive of VAT and other taxes. Prices for Consumers are shown inclusive of VAT. When HEATXL performs all or part of an order at the Client’s location, additional travel, call-out, parking and accommodation costs apply unless agreed otherwise. Work performed urgently or outside office hours at the Client’s request may also incur a surcharge as agreed in the quotation and/or Agreement. If items need to be shipped, the Client must pay the additional costs.
2. The Client may derive no rights or expectations from a preliminary budget unless the parties expressly agree otherwise. If the quoted price is an estimate, it may be adjusted during performance unless HEATXL has warned the Client as early as possible about the likelihood of a further overrun and allowed the Client to limit or simplify the work. HEATXL will cooperate with such limitation or simplification within reasonable bounds. This also applies if the price depends on the estimated time required for the work.
3. If circumstances increase HEATXL’s costs between conclusion of the Agreement or quotation and its performance, HEATXL may increase the agreed price or fee accordingly and charge the Client. Such circumstances include laws and regulations; price changes by third parties or suppliers engaged by HEATXL; changes in prices for required semi-finished products, materials or parts; exchange-rate fluctuations; domestic or foreign import and export duties; shipping and/or delivery costs; wages; employer charges and/or social contributions and similar costs.
4. The Client must pay the agreed deposit within the specified period before HEATXL starts performing the Agreement. In all cases, the Client must pay material costs in advance.
5. If the Client has a recurring payment obligation, HEATXL may adjust prices and rates in writing only in accordance with the Agreement’s conditions, observing a period of at least 3 months after conclusion during which prices do not increase. For increases within 3 months of conclusion, the Client may terminate the Agreement by written declaration. If the Client has not informed HEATXL within 30 days of notification of the price change that they wish to terminate, HEATXL may reasonably assume that the Client has accepted the change.
6. The Client must pay the agreed amount within the maximum payment period of 7 days.
7. The Client must pay these costs in a single payment without suspension, deduction and/or set-off, using HEATXL’s account number and details provided. A further payment period may be agreed only with HEATXL’s explicit written consent.
8. HEATXL may set off any amounts already paid by the Client against outstanding compensation owed by the Client.
9. If the parties dispute the number of hours worked and/or invoiced, HEATXL’s time records are binding unless the Client provides convincing evidence to the contrary.
10. If additional costs arise and/or HEATXL considers that risk has increased during performance, the Client must pay a surcharge.
11. HEATXL’s work sheets are attached to each invoice and determine the fee payable by the Client. The Client is expected to sign them for approval. Without a signature, the Client is deemed to agree fully with their contents.

Article 9 Debt collection policy

1. If the Client fails to pay within the specified payment period of 14 days, a Client acting as a Business is automatically in default. A Consumer first receives a written reminder allowing 14 days from receipt to pay and stating the extrajudicial costs payable if payment is not made within that period, before being in default.
2. From the first day of the Client’s default until full payment, HEATXL will claim statutory commercial or other statutory interest without further notice, as well as extrajudicial costs under Article 6:96 of the Dutch Civil Code calculated according to the scale in the decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If HEATXL has incurred further or higher costs that were reasonably necessary, those costs are eligible for reimbursement. Court and enforcement costs incurred are also borne by the Client.
4. If the Client is in default and full payment remains outstanding, HEATXL may terminate the Agreement by written declaration without further notice or court intervention, or suspend its obligations until payment is received or the Client provides adequate security.
5. If HEATXL has justified grounds to doubt the Client’s creditworthiness before payment default occurs, it may also terminate the Agreement without written declaration or court intervention.

Article 10 Performance of Work

1. HEATXL will endeavour to perform the Agreement with the greatest possible care expected of a competent Contractor. All Work is performed on a best-efforts basis unless a result has been explicitly agreed in writing and described in detail. HEATXL never guarantees that the Work performed and/or items supplied are suitable for the Client’s intended purpose.
2. HEATXL is not obliged to follow the Client’s instructions if they alter the content or scope of the agreed Work. If they result in additional work, the Client must pay the corresponding additional costs. Instructions, directions, advice and similar communications given by the Client’s employees, subordinates and/or third parties are deemed expressly approved by the Client. Damage caused by such instructions being unauthorised or outside the order’s scope is entirely at the Client’s expense and risk.
3. HEATXL does not apply to authorities or other bodies for permits, documents or approvals, whether mandatory or not. The Client must obtain required permits and/or approvals in time. Damage and/or delay caused by their absence is at the Client’s expense and risk. The Client expressly indemnifies HEATXL against all resulting direct and consequential damage. HEATX will charge that damage to the Client, who must reimburse HEATXL.
4. HEATXL may engage third parties to perform the Work at its own discretion.
5. HEATXL may advertise its business while working at the Client’s location.
6. If Work is suspended at the Client’s request, the Client must pay, upon HEATXL’s first request, the immediately due fee for Work already performed and costs incurred. HEATXL may also charge the Client all costs arising from the suspension, including reserved hours.
7. If performance cannot resume after the suspension, HEATXL may immediately terminate the Agreement by written declaration to the Client without court intervention. If performance resumes, the Client must pay all HEATXL’s resulting costs in full.
8. The Client must ensure that:

1. 1. All information, data and documents necessary to perform the Agreement, including maps, drawings, overviews, utility connections and more, are supplied to HEATXL in time and in the manner it requires;
   2. HEATXL has access to the work site at the agreed dates and times and that the site meets applicable legal safety requirements and working conditions, including collective labour agreement requirements where applicable. Otherwise, HEATXL may suspend Work until compliance without having to compensate any damage from delay or otherwise;
   3. Third parties engaged by the Client perform their work and/or deliveries so that HEATXL experiences no delay or obstruction in performing the Agreement or Work;
   4. HEATXL has sufficient opportunity in time for delivery, storage and/or removal of construction or other materials and/or equipment;
   5. HEATXL has any required scaffolding, edge protection, fall protection and other equipment in time, supplied by the Client unless expressly agreed otherwise in writing;
   6. The work site is in a condition allowing HEATXL to perform and/or continue its Work without obstruction;
   7. HEATXL has electricity, gas and water connections at the work site. The Client must pay their costs and bears the cost of working hours lost through water, gas or power outages;
   8. The location has adequate facilities for proper and complete waste collection;
   9. Where possible, the work site has suitable space to store HEATXL’s tools, machines, materials and other items without risk of damage or theft. The Client bears the costs of theft, loss or damage;
   10. Other facilities reasonably required by HEATXL and/or its contractors or subcontractors are available at the work site at no additional cost to HEATXL.
   11. For excavation or ground works, the Client must arrange notification to the Dutch Cable and Pipeline Information Centre (KLIC) at least three days before Work starts and provide the information to HEATXL. The Client must also inform HEATXL in time of all cables, pipelines and possible obstacles, obstructions and risks, and follow all KLIC instructions. Failure to do so entitles HEATXL to charge additional costs.
   12. Before Work starts, HEATXL is informed of existing cables, pipelines and similar installations at the site. If information is late and damage results from lack of knowledge, the Client is responsible and liable for the resulting costs. Where underground obstacles exist, the Client must ensure that a competent person conducts trial excavations under the Client’s supervision.
   13. At HEATXL’s request, the Client must provide information about the environmental and hygiene condition of the ground, a design-stage health and safety plan and/or an asbestos survey by an accredited, certified asbestos survey company (SC 540) and/or a construction materials investigation.
   14. The Client takes all measures necessary to prevent nuisance and/or damage to the surroundings, including environmental damage and consequential damage to property, goods and/or substances from vibrations.
   15. The Client must also ensure the road is cleaned and adequate warnings are placed for potentially dangerous situations.

1. If the Client does not meet the obligations in this Article in time, HEATXL may suspend performance until they do. Delay costs, additional Work costs and any other resulting consequences are at the Client’s expense and risk.
2. If the Client fails to fulfil its obligations and HEATXL does not demand fulfilment, this does not affect HEATXL’s right to demand fulfilment later.
3. The Client must remove construction materials arising from the work that it has stated it wishes to retain. HEATXL removes all other construction materials without prejudice to any liability of the Client.

Article 11 Samples and models

1. Samples or models may be supplied and installed by agreement for up to 14 days. The Client bears installation costs under a trial installation agreement.
2. If the Client does not indicate within 14 days of delivery that it wishes to purchase the products, HEATXL will collect and dismantle them. The Client bears dismantling costs.
3. Samples and models are deemed indicative only and need not fully match what is required unless expressly agreed otherwise in writing.

Article 12 Delivery and completion

1. 1. If the start, progress, delivery or completion of Work is delayed because the Client has not supplied all requested information in time, cooperates insufficiently, has not paid HEATXL in time, or due to other circumstances at the Client’s risk, HEATXL is entitled to a reasonable extension of the delivery or completion period. Agreed periods are never strict deadlines. The Client must give HEATXL written notice of default. Stated periods are never strict deadlines.
   2. All damage and additional costs from delay for a reason stated in paragraph 1 are at the Client’s expense and risk and may be charged by HEATXL.
   3. Ordered items are shipped and/or transported as determined by HEATXL’s supplier, at the Client’s expense and risk. From delivery at the agreed place, the items are at the Client’s expense and risk. The Client must cooperate fully with delivery upon HEATXL’s first request. Acceptance of items is evidence that they were received in good condition unless damage is expressly noted on the receipt.
   4. For phased performance or where Client approval is required, HEATXL may suspend performance until approval is given. Approval must be given within 7 calendar days. If not given within that period, the Client is deemed to have tacitly accepted the work delivered.
   5. HEATXL endeavours to complete the Work within the agreed period insofar as reasonably possible.
   6. Working days means all calendar days on which work is possible, excluding recognised national holidays and weekends.
   7. The Client is independently responsible for managing, using and maintaining the items made and/or delivered by HEATXL.
   8. If HEATXL announces that work is ready for completion and the Client does not inspect and accept it, with or without reservations, within a reasonable time, or uses, processes or has it processed, the Client is deemed to have tacitly accepted it. Minor defects repairable within the maintenance period do not justify refusal if they do not prevent use. After acceptance, the work is considered completed and delivered.
   9. After completion and delivery, the work is at the Client’s risk. The price remains payable even if the work is destroyed or deteriorates for a reason not attributable to the Contractor.
   10. HEATXL is not liable for defects the Client should reasonably have discovered at completion and delivery, except in cases of intent or deliberate recklessness by HEATXL.
   11. HEATXL may deliver and/or perform Work in parts, invoicing each part-delivery and/or part-performance separately.

Article 13 Maintenance

1. Where agreed, HEATXL performs maintenance and/or repairs. The obligation extends only to what the parties expressly agree. HEATXL informs the Client of all circumstances that may affect maintenance or its availability.
2. The Client must report defects, errors or other malfunctions to HEATXL in writing. HEATXL will then repair defects and/or make improvements as quickly as possible and to the best of its ability under its usual procedures. Where desirable, HEATXL may first introduce temporary solutions and later devise and implement a permanent solution in consultation with the Client.
3. The Client must cooperate with HEATXL upon first request.

Article 14 Suspension

1. HEATXL may suspend fulfilment of its obligations or terminate the Agreement immediately if:
   1. The Client fails to fulfil its contractual obligations, in full or on time;
   2. After conclusion, HEATXL has good reason to fear that the Client will not fulfil its obligations;
   3. The Client was asked at conclusion to provide security or a deposit for its obligations but payment is absent or insufficient;
   4. Client-caused delay means HEATXL can no longer reasonably be expected to perform under the original conditions, in which case HEATXL may terminate the Agreement;
   5. Circumstances arise such that HEATXL cannot reasonably be expected to perform the Agreement in its present form.
2. If termination is attributable to the Client, HEATXL is entitled to compensation from the Client.
3. If HEATXL terminates the Agreement early for a reason attributable to the Client, the parties consult on transferring remaining Work to third parties. The Client bears transfer costs. HEATXL will inform the Client of these costs in advance where possible. The Client must pay within the specified period unless agreed otherwise.

Article 15 Warranty

1. Every warranty is expressly agreed in writing and never extends beyond what is expressly agreed.
2. HEATXL performs Work in accordance with applicable industry standards. Any warranty is limited to what has been expressly agreed in writing and only insofar as received from suppliers. During the warranty period, HEATXL guarantees sound and customary quality of the items or work delivered.
3. The Client may claim under HEATXL’s warranty only after fully meeting its payment obligations.
4. If a warranty claim is justified, HEATXL must repair or replace the delivered items or work free of charge. Any additional damage is governed by the liability provisions in these terms and conditions. If repair cannot reasonably be required of HEATXL, a Consumer may terminate the Agreement in writing or request a reduction of the agreed price or fee.
5. The warranty ends when its period expires, the warranty obligation ceases, or the Client makes or has changes made to the delivered items and/or, in HEATXL’s opinion, uses, handles or maintains them incorrectly.

Article 16 Transfer of risk

The risk of theft, loss, misappropriation or damage to data, documents, software, databases and/or items used, created or supplied in performing the Agreement passes to the Client when they are actually placed at the Client’s disposal.

Article 17 Privacy, data processing and security

1. HEATXL handles the Client’s and website users’ personal and other data with care and uses it only in accordance with the privacy statement. HEATXL will inform the person concerned on request.
2. If the Agreement requires HEATXL to provide information security, it will meet the agreed specifications and a security level that is reasonable in view of current technology, data sensitivity and associated costs.

Article 18 Force majeure

1. HEATXL is not liable if force majeure prevents it from fulfilling its contractual obligations.
2. Force majeure affecting HEATXL includes, without limitation: (i) force majeure affecting its suppliers, (ii) suppliers’ failure to fulfil obligations properly, (iii) defects in third-party items, equipment, software or materials, (iv) government measures, (v) power failures, (vi) internet, data network or telecommunications failures, including cybercrime and hacking, or other failures, (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) illness and/or strikes by HEATXL personnel, and (xi) other situations HEATXL considers beyond its control that temporarily or permanently prevent fulfilment of its obligations.
3. If HEATXL considers that wet weather, extreme heat or ground conditions prevent performance at the agreed time or within the agreed period, it may interrupt the affected Work and extend the Agreement by the number of days not worked without liability.
4. If force majeure lasts more than 2 months, either party may terminate the Agreement in writing. Any performance already rendered is settled proportionally, without further liability between the parties for that performance.

Article 19 Limitation of liability

1. If HEATXL becomes liable to the Client or third parties through its Work, liability is limited to the costs invoiced for the order, once the invoice value excluding materials and VAT, unless damage results from intent or recklessness bordering on intent by HEATXL. Liability is in any event limited to the maximum amount paid by the insurer per claim per year.
2. HEATXL is not liable for consequential damage of any kind, indirect damage, business damage, lost profit and/or losses incurred, missed savings or business interruption damage.
3. If defects for which HEATXL is liable appear after completion, HEATXL must be given a reasonable period to remedy them, without prejudice to liability for damage from defective completion, unless repair costs are disproportionate to the Client’s interest in repair rather than compensation.
4. For measurement work, HEATXL is not liable for consequential damage including ordering incorrect materials, material errors, GPS setting-out and/or surveying. The Client and/or contractor ultimately responsible for the Work or order must perform and is responsible for a final check.
5. If defective performance or its consequences result from defects or unsuitability of items supplied by the Client, the Client bears the consequences unless HEATXL breached its duty to warn or otherwise lacked the required expertise or care concerning those defects. HEATXL is also not liable for the Client’s premature use of part or all of the work.
6. HEATXL is never liable for damage from subsidence of ground, soil and/or topsoil where subsidence is unrelated to its placement, treatment or processing.
7. The Client is liable for damage to the work caused by work or deliveries by the Client or third parties acting on its instructions. Damage from materials prescribed by the Client and/or execution of the Client’s design is also entirely at the Client’s expense and risk.
8. HEATXL cannot be held liable for inadequate traffic flow at the work location.
9. The Client is also liable for loss, theft or damage to items, tools, machines, materials and more used and/or stored by HEATXL at the Client’s location during performance, including damage caused by imperfections, defects or other shortcomings at the work site.
10. If, after conclusion, the building site or work proves contaminated, for example with asbestos, or contaminated construction materials arise from the work, the Client is liable for the resulting consequences for performance.
11. HEATXL is not liable for damage resulting or potentially resulting from any act or omission based on incomplete and/or incorrect information on its website or linked websites.
12. HEATXL does not guarantee accurate and complete transmission of emails sent by or on behalf of HEATXL, nor their timely receipt.
13. Damage from natural materials moving, such as wood shrinking or expanding, does not create liability for HEATXL unless intent or deliberate recklessness is involved. Repairing such damage is additional work.
14. All Client claims for HEATXL’s failure to perform lapse unless reported to HEATXL in writing with reasons within one year after the Client knew or could reasonably have known the facts on which the claims are based. HEATXL’s liability expires one year after the Agreement ends.
15. The Work may invalidate third-party warranties, including manufacturers’ warranties. HEATXL is not liable for damage the Client suffers through losing third-party warranty rights.

Article 20 Indemnity and accuracy of information

1. 1. The Client is responsible for the accuracy, reliability and completeness of all data, information and documents supplied to HEATXL under an Agreement, even where obtained from third parties. If HEATXL knows or should reasonably know of inaccuracies in the order, including errors or defects in Client-supplied plans, drawings, calculations, specifications or execution instructions, HEATXL must warn the Client.
   2. The Client indemnifies HEATXL against all liability resulting from failure to fulfil the obligations in the preceding paragraph, or failure to do so in time.
   3. The Client indemnifies HEATXL against third-party intellectual property claims concerning data and information supplied by the Client that may be used in performing the Agreement.
   4. The Client is responsible for obtaining all potentially required building or other permits and indemnifies HEATXL against all claims resulting from their absence.
   5. If the Client supplies electronic files, software or data media to HEATXL, the Client guarantees that they are free of viruses and defects.
   6. The Client also indemnifies HEATXL against all damage, fines, penalties or penalty orders, claims and other government measures.

Article 21 Complaints

1. 1. If dissatisfied with HEATXL’s service or products or otherwise wishing to complain about performance, the Client must report complaints as soon as possible and within 2 weeks of the event giving rise to them. Complaints may be sent to info@heatxl.com with the subject “complaint”, or made using the stated telephone number.
   2. The Client must sufficiently substantiate and/or explain the complaint for HEATXL to handle it.
   3. HEATXL will provide a substantive response as soon as possible and within 5 working days of receiving the complaint.
   4. The parties will try to find a solution together.

Article 22 Applicable law

1. Dutch law governs the legal relationship between HEATXL and the Client. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
2. HEATXL may amend these general terms and conditions unilaterally. The latest version is available on the website.
3. All disputes arising from or in connection with the Agreement are settled by the competent court of the Zeeland-West-Brabant District Court, Breda location, unless mandatory law gives another court jurisdiction.

Oud Gastel, 18 June 2020