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General Terms and Conditions of Sale and Execution
All quotations, agreements, deliveries, services and invoices of THERMOLINK BV are subject to these general terms and conditions of sale and execution. By placing an order, the customer acknowledges having taken note of these conditions and accepts them in full. Any deviation shall only be valid if it has been expressly confirmed in writing by Thermolink in advance. The customer’s general terms and conditions are expressly excluded unless accepted by Thermolink in writing. Belgian law shall apply to all situations not expressly regulated. The works are organised and coordinated by Thermolink, which may, for the actual execution, rely in whole or in part on independent subcontractors.
All quotations issued by Thermolink are non-binding and remain valid for a period of thirty calendar days, unless expressly stated otherwise. Obvious errors, material mistakes or typographical errors in quotations, calculations, order confirmations or other communications shall not bind Thermolink. An agreement shall only come into existence after written confirmation by Thermolink or upon payment of an advance by the customer. The customer is required to notify any errors or ambiguities in the confirmation in writing within twenty-four hours after receipt. Failing such notice, the content of the agreement shall be deemed correct and binding. Thermolink reserves the right to refuse or cancel an order in the event of stock issues, technical reasons, delivery problems or other circumstances beyond its control.
All prices are stated exclusive of VAT, taxes, levies and additional costs such as transport, packaging or administration, unless expressly stated otherwise. Thermolink reserves the right to correct obvious pricing errors. If such an error occurs, the customer shall be informed and shall have the opportunity to amend the order or cancel it free of charge. Thermolink also reserves the right to adjust prices in the event of increases in raw materials, energy, transport costs, exchange rates or other external factors, insofar as these relate to future or not yet confirmed orders.
Unless otherwise agreed, the following payment terms shall apply. Thirty per cent of the total amount is due upon ordering, sixty per cent before delivery or commencement of the works, and ten per cent upon completion. Invoices are payable within eight calendar days from the invoice date. In the event of late payment, a fixed compensation of ten per cent of the outstanding amount, with a minimum of two hundred and fifty euros, shall be due by operation of law and without prior notice of default, increased by the statutory interest in accordance with the Act of two August two thousand and two on combating late payment in commercial transactions. No complaint or dispute, regardless of its nature, shall release the customer from the obligation to pay. In the event of non-payment, Thermolink reserves the right to suspend the execution of the works, stop further deliveries or terminate the agreement by operation of law without prior notice of default.
The planning of the works communicated by Thermolink is purely indicative and may be changed at any time depending on practical organisation, availability of materials, weather conditions and other external factors. A scheduled execution date shall only become final after receipt of the agreed advance payment of thirty per cent of the total amount. Actual execution and capacity reservation shall only be confirmed after timely receipt of payment of ninety per cent of the total amount, being the advance increased by the additional payment of sixty per cent before delivery or execution of the works. If this payment has not been received no later than four weeks before the scheduled execution date, Thermolink reserves the right to postpone the works to a later available period, without any liability for any delay. Failure to make this payment in time shall be considered a default by the customer that prevents the execution of the works. In that case, Thermolink reserves the right to cancel or reschedule the planned works and to charge all resulting losses and costs. If the works cannot be carried out on the scheduled date due to circumstances attributable to the customer, including but not limited to late payments, failure to make the site available, absence of necessary facilities or failure to coordinate other contractors, Thermolink reserves the right to cancel or reschedule the planned works. In that case, the customer shall be liable for all resulting costs and losses, including, without limitation, costs charged by subcontractors, personnel costs, travel expenses and loss of reserved capacity. Such damage is fixed at a minimum of ten per cent of the total contract value, without prejudice to Thermolink’s right to prove and claim the higher actual damage suffered. The customer expressly acknowledges that Thermolink bases its personnel planning and site organisation on confirmed orders and that non-compliance with the agreed conditions causes direct financial loss. Thermolink shall not be liable for delays resulting from late payments, changes or defaults by the customer.
Thermolink shall carry out the works in accordance with the rules of good workmanship and on the basis of the information provided by the customer or its appointees. Thermolink reserves the right to entrust the execution of the works, in whole or in part, to independent subcontractors, who shall act under their own responsibility for the proper execution of their activities. Thermolink is bound by an obligation of means and not by an obligation of result. This means that Thermolink undertakes to organise and coordinate the works correctly and professionally, without guaranteeing any specific result. In particular, no guarantee is given with regard to comfort level, temperature, heat-up time or energy consumption, as these depend on multiple external factors such as building characteristics, use and third-party installations.
All stated time periods are purely indicative and non-binding. Delays in execution or delivery, regardless of the cause, shall not entitle the customer to compensation, price reduction or termination of the agreement. Weather conditions, late deliveries, changes requested by the customer, waiting times caused by other contractors, subcontractors and force majeure may, among other things, lead to delay without any liability on the part of Thermolink.
The customer is responsible for providing free access to the site, as well as for the availability of electricity, water and safe working conditions. The customer is also responsible for coordinating other contractors and for providing correct and complete information in good time. If these requirements are not met, all resulting costs and delays shall be borne by the customer.
Thermolink is not responsible for the operation, performance or compatibility of installations, materials or systems supplied or installed by third parties. If Thermolink connects or integrates such systems into its organisation of the works, this shall take place without any liability for their proper functioning. All problems arising from such installations shall be regarded as additional works and may be invoiced separately.
The proper functioning of the installation depends on the system as a whole. Thermolink shall not be liable for defects resulting from incorrect sizing, insufficient flow rates, poor hydraulic balancing, incorrect installation or other technical shortcomings of systems not supplied or installed by it or by its appointed executors.
Thermolink shall not be liable for defects in existing installations, including but not limited to contamination, wear, hidden defects, outdated systems or poor insulation of the building.
The works shall be deemed provisionally accepted upon commissioning or completion of the installation. From that moment, the risk shall pass to the customer and visible defects shall be deemed accepted.
Thermolink provides a two-year warranty on the works organised and coordinated by it, in addition to the manufacturer’s warranty on the delivered units. The warranty shall only apply if the installation has been used and maintained correctly and has not been altered by third parties without Thermolink’s consent.
The warranty shall not apply in the event of incorrect use, insufficient or defective maintenance, damage caused by third parties or external factors. To the extent permitted by law, Thermolink shall not be liable for errors, defects or shortcomings exclusively attributable to the execution by appointed subcontractors, without prejudice to Thermolink’s right of recourse against them.
Periodic maintenance is required in order to preserve the warranty and the proper functioning of the installation. If a maintenance agreement has been concluded, maintenance and interventions shall be performed in accordance with the conditions of that agreement. Thermolink reserves the right to have these services performed by approved subcontractors or service partners. In the absence of proper maintenance, any warranty and liability of Thermolink shall lapse.
Where applicable, response times, intervention periods and service levels shall be laid down in a separate Service Level Agreement. This agreement forms an integral part of the contractual relationship between the parties and shall prevail over the general provisions regarding service and interventions.
Thermolink reserves the right to intervene itself or through third parties if a responsible party fails to act in time. All resulting costs may be charged to the party concerned.
Thermolink shall only be liable for direct damage resulting from a proven fault in its role as organiser and coordinator of the works. Any liability shall be limited to the value of the agreement or the amount covered by insurance. Thermolink shall not be liable for indirect damage, consequential loss, loss of profit, loss of comfort or increased energy consumption.
All delivered goods shall remain the property of Thermolink until full payment of all outstanding amounts. Until that moment, the customer shall bear the risk of loss or damage.
Complaints relating to invoices must be notified in writing within eight days from the invoice date. Complaints relating to defects must be notified immediately after discovery. Failing this, the delivery shall be deemed finally accepted.
In the event of cancellation of an order by the customer, all costs incurred shall be charged, increased by compensation which may range from ten to one hundred per cent of the value of the order, depending on the stage of execution.
Thermolink shall not be liable for failure to perform its obligations in the event of force majeure, including but not limited to war, strikes, transport problems, energy problems or supply issues.
All intellectual property rights relating to documents, designs, plans and other materials shall remain the property of Thermolink and may not be used or reproduced without Thermolink’s prior written consent.
The quotation, these general terms and conditions, the maintenance agreement and the Service Level Agreement together form one whole.
All agreements shall be governed exclusively by Belgian law. In the event of disputes, only the courts of the registered office of Thermolink shall have jurisdiction.