ISOMASTERS SA (0660716488) - GENERAL TERMS AND CONDITIONS OF SALE 2024.01
Good agreements are the basis of a good business collaboration. These terms set out these agreements and the will of the parties within the framework of a solid and balanced contractual relationship.
1. GENERAL PROVISIONS
1.1 Unless otherwise expressly agreed in writing by isomasters NV, all deliveries and services performed by NV isomasters NV SA (hereinafter referred to as "isomasters NV") are made exclusively under these terms and conditions, to the exclusion of the Buyer's terms and conditions (hereinafter referred to as the "Client"). By placing an order or accepting an offer, the Client declares to accept these terms and conditions.
1.2 A punctual waiver by isomasters NV of the benefit of one or more of the provisions of these terms cannot constitute a definitive waiver, isomasters NV retaining at all times the possibility to avail itself, where appropriate again, of the entirety of these general terms and conditions.
1.3 The nullity and/or unenforceability of one or more of the provisions of these general terms and conditions does not affect the validity and/or enforceability of the other provisions.
1.4 Isomasters by Kingspan remains at all times the owner of all company information and images, which may only be used with the prior written consent of Isomasters by Kingspan.
2. CONTRACT
2.1 The tariffs or price lists provided by isomasters NV are only binding on isomasters NV once and to the extent that they have been confirmed in writing by isomasters NV.
2.2 Unless quality requirements have been expressly agreed upon in writing, isomasters NV will provide products of a quality that is not inferior to what is customary and acceptable in the sector. The foregoing does not apply to products sold as second choice.
2.3 Modification or cancellation by the Client of an order confirmed by isomasters NV must be made in writing and is only enforceable against isomasters NV in the event of the latter's express acceptance of the requested modification or cancellation. In any event, isomasters NV may demand a minimum flat-rate compensation of 25% excluding tax of the amount that would have been due in the absence of cancellation or modification request; this minimum flat-rate compensation will be increased to 100% if the modification or cancellation takes place during the last 4 weeks preceding the delivery date. isomasters NV reserves the right to demand higher compensation if the actual damage exceeds the minimum flat-rate compensation.
2.4 If, following new circumstances or a modification of the order or an event or circumstance beyond the control of isomasters NV, the performance of the contract becomes temporarily impossible or difficult, isomasters NV is entitled to temporarily suspend its contractual obligations and to correspondingly extend the agreed deadlines.
3. PRICE AND PAYMENT
3.1 All prices are exclusive of VAT, unless expressly agreed otherwise. VAT is subject to possible legal changes. Unless otherwise stated, all invoices are payable in cash, in euros and without discount at the registered office of isomasters NV.
3.2 In case of dispute, the invoice must be subject to an adequately reasoned complaint, sent by registered letter, within 7 calendar days from receipt, mentioning the number and date of the disputed invoice. In all other cases, the invoice will be considered accepted, without reservation.
Any reaction from isomasters NV to a late complaint is always made with reservation and without any prejudicial acknowledgment.
3.3 In case of late payment, the Client shall automatically and without prior notice of default be liable for late payment interest of 12% per year from the due date. In case of total or partial late payment, the Client shall also be liable for a flat-rate compensation of 10% of the total invoice amount, with a minimum of €150.00, even if payment facilities are granted.
Failure to pay an invoice by its due date will result in the balance of all other invoices, even if not yet due, becoming immediately payable, automatically.
3.4 isomasters NV is entitled to send reminder letters to the Client in case of late payment. For a first reminder letter, a flat fee of €25.00 is charged. From the second reminder letter, whether registered or not, a flat fee of €50.00 per letter is charged. The Client is obliged to pay the aforementioned flat fees simultaneously with the principal.
3.5 Increases in decisive factors for the purchase price occurring after the conclusion of the contract may be passed on by isomasters NV if the performance of the contract is not yet completed at the time of the increase, if these factors lead to a price increase of at least 5%, and to the extent that the increase could not reasonably have been foreseen by isomasters NV. The Client is obliged to honor the aforementioned increases simultaneously with the payment of the principal and pro rata.
3.6 isomasters NV is entitled to demand a guarantee or any other security from the Client if it believes that the Client is in a poor financial situation, which is undeniably assumed in the event that the Client has been summoned for bankruptcy, or if bankruptcy has been requested or declared.
3.7 If, for whatever reason, the contract is terminated by isomasters NV at the Client's expense, all sums due are immediately payable, as well as compensation for costs and loss of revenue incurred. Without prejudice to the right of isomasters NV to prove multiple damages and to demand compensation for them, this compensation is estimated at 25% of what the Client would have owed under the execution of the contract, or 100% if the modification or cancellation takes place during the last 4 weeks preceding the delivery date. The same compensation will be due if the contract is terminated at the expense of isomasters NV.
4. DELIVERY PERIOD
4.1 Unless a specific delivery date is expressly agreed upon in writing, the indicated delivery and/or execution period or, where applicable, extended in accordance with these general terms and conditions, constitutes only a serious estimate, which implies that isomasters NV cannot be held responsible for limited deviations from the estimated delivery date or delivery period. Delivery times must always be calculated from the day following that on which the order or its modification was confirmed.
4.2 The indicated delivery dates or delivery periods nevertheless remain always subject to new circumstances or events beyond the control of isomasters NV such as, but not limited to:
a. serious troubles in the company or lockout of any kind, and however it occurred;
b. slowed down or delayed delivery by one or more suppliers of isomasters NV;
c. transport difficulties of any kind, making transport to or from isomasters NV's companies difficult or impossible;
d. import or export limitations of any kind;
e. any modification of the order or information communicated to isomasters NV after order confirmation, insofar as and to the extent that this information is necessary or useful for the production and/or delivery of the goods.
4.3 If the delivery of the goods cannot take place on the estimated delivery date or within the estimated delivery period, isomasters NV is entitled to partial deliveries and a reasonable additional delivery period for the goods still to be delivered. Insofar as and to the extent that isomasters NV is not responsible for this impossibility, it will be entitled to pass on to the Customer the additional costs associated with these partial deliveries.
4.4 In any case, the Customer grants isomasters NV an additional period of 30 days after a formal notice of delivery by registered mail. This period cannot under any circumstances run without a formal notice, nor come into effect before the expiration of the initially agreed period or, if applicable, of the postponed delivery date or the extended delivery period. After the expiration of this additional period, the Customer is entitled to terminate the contract for the unfulfilled part.
4.5 Unilateral termination by the Customer gives rise to an immediate settlement between the parties, without the Customer being entitled to any compensation.
4.6 isomasters NV is not responsible for damages resulting notably from a delay in delivery when caused by an event of force majeure; within the meaning of these conditions, any strike and any delay in the delivery of raw materials, products, or services by isomasters NV's suppliers will be considered as cases of force majeure.
4.7 isomasters NV is entitled, without prior notice, to defer deliveries and extend the delivery period if the Customer fails to provide the guarantee or security requested in article 3.7 or to pay outstanding debts, arising from any obligation and/or contract whatsoever, in principal and accessories, or to comply with any other obligation arising from the concluded contract.
4.8 Without prejudice to the foregoing, and except where isomasters NV proves that the Customer has suffered or could have suffered no damage or only minor damage, the Customer shall be entitled, in the event of late delivery by isomasters NV, to a fixed compensation equal to 0.20% of the total amount invoiced by isomasters NV per day of delay, provided that the total compensation does not exceed 10% of the total amount invoiced by isomasters NV.
5. DELIVERY AND TRANSFER OF RISK – CONTROL
5.1 Delivery takes place under FCA (“Free Carrier”), in accordance with Incoterms 2010. Under FCA, the risk rests with the Customer if the agreed place of delivery is isomasters NV's operating building, as soon as the goods are loaded onto the means of transport provided by the Customer.
5.2 In the case referred to in point 5.1, the Customer is required to have the goods inspected upon loading for visible defects and visible conformity with what has been agreed. The loading of the goods constitutes definitive confirmation of the visible conformity of the goods, both in terms of quality, quantity, and dimensions, as well as the absence of visible defects. When transport is carried out by an intermediary, whether designated by isomasters NV or not, the latter must carry out the aforementioned inspection and is deemed to act as the Customer's representative.
5.3 If, however, a place of delivery other than that referred to in point 5.1 had been previously agreed upon, expressly and in writing, and if isomasters NV has expressly declared to bear the transport costs, delivery is made under CPT (“Carriage Paid To”), in accordance with Incoterms 2010. Under CPT, the risk now rests with the Customer when the goods are transferred to the Customer at the agreed place of delivery. The Customer is responsible for unloading the goods and bears the risk, even if they were to use or have used a machine made available by isomasters NV or the carrier.
5.4 In the case referred to in point 5.3, the Customer is required to inspect the goods upon unloading for visible defects and visible conformity with what has been agreed. The absence of remarks on the CMR transport document constitutes definitive confirmation of the visible conformity of the goods, both in terms of quality, quantity, and dimensions, as well as the absence of visible defects. The formulation of remarks on the CMR transport document does not relieve the Customer of the obligation referred to in point 6.1.
5.5 The goods must be collected by the Customer within 8 days after being made available. Once this period has elapsed, the amounts due are payable, without the Customer being able to refuse payment on the grounds that collection has not yet taken place. If the Customer does not collect these goods within 14 days of their availability, isomasters NV will invoice the Customer for preservation and storage costs and all related expenses, with a minimum amount of €200.00 per week, excluding VAT. The risks of damage, accidental loss, or destruction of the goods are and remain the responsibility of the Customer from the time they are made available.
6. COMPLAINTS AND LIABILITY
6.1 Claims relating to hidden defects must be addressed to isomasters NV by registered letter, accompanied by adequate justification, within the contractual warranty period of 12 months after delivery, unless otherwise provided by law or regulation or expressly stipulated in writing. Furthermore, this claim must be made, under penalty of forfeiture, within 2 months from the day the Customer discovered or could reasonably have discovered the non-conformity.
Adequate justification for the application of this provision means a clear and unambiguous description of the number of damaged goods, the defects they present, and their probable cause, supported by photos or other visual elements.
The submission of a claim of any nature never gives the Customer the right to suspend all or part of the payment, even if this claim was submitted on time.
Our goods conform to the agreed characteristics, as well as to the applicable requirements and standards. If divergent special quality requirements or standards are needed, these must be subject to a prior written agreement.
Isomasters NV can never offer a guarantee for defects resulting from incorrect use, assembly, and/or handling and maintenance.
6.2 Minor deviations, customary in the sector and/or technically unavoidable, in quality, colour, dimensions, measurement, etc. are not considered imperfections and do not constitute any reason for termination of the contract or any compensation. The Client is informed that isomasters NV delivers goods whose colour closely resembles the colour ordered by the Client. Colour variations falling within the ΔE ≤ 1 margin (CIELAB method) are considered minor variations and do not constitute any reason for termination or compensation.
6.3 When an order has been placed based on a drawing, model, specifications or any other document provided by or on behalf of the Client, the indications and terms specified in this document are decisive for the conformity of the delivered goods. The Client bears the risk associated with incorrect indications and/or terms. The Client cannot claim that certain errors and/or incorrect indications mentioned in the aforementioned document should have been noticed by isomasters NV and/or its employees. The Client indemnifies isomasters NV against any third-party liability concerning the use of the document provided by or on behalf of the Client.
6.4 If isomasters NV performs or has calculations performed at the Client's request regarding the load and/or load capacity of the goods to be delivered and/or of the construction into which these goods are incorporated, this always takes place on the basis of the data made available by or on behalf of the Client. In no case will isomasters NV be held responsible if these data prove to be erroneous or incomplete. If no data has been made available by or on behalf of the Client, the aforementioned calculation will be performed on the basis of known standards. Given that these standards are only averages or have been defined by approximation or may not be applicable to the construction in question, these calculations will always be purely indicative. It is up to the Client to (have) verify the accuracy of these calculations.
6.5 If the Client has ordered second-choice goods, or has accepted their delivery, they cannot turn against isomasters NV for reasons of non-conformity of the delivered goods with the binding requirements applicable to first-choice goods. In no case can the Client turn against isomasters NV for, notably, alleged or actual aesthetic defects and/or insufficient or poor thermal and/or acoustic characteristics and/or accelerated rust formation or any other defect.
6.6 isomasters NV shall not be held responsible for damages or defects of the sold goods if these have been painted or treated or transformed in any way by the Client or any other third party, unless prior written authorization has been obtained from isomasters NV.
6.7 isomasters NV shall in no case be held responsible for rust stains and/or other stains and/or impacts or any other damage resulting from or which may have been caused by treatment by the client or any other third party, for example, but not limited to:
a. sparks, cutting waste, ... and/or their late or inadequate removal;
b. the use of insufficiently sharp cutting or grinding tools;
c. late removal of protective films, concerning which the Client has been informed that they should preferably be removed immediately after delivery and at the latest three months after the scheduled delivery date;
d. inadequate or careless removal of panels from the stack or pallet on which they were transported, and concerning which the Client is informed that the provided note containing guidelines for unloading goods must always be re-read and adhered to;
e. the stacking of delivered panel stacks;
f. insufficient and/or inadequate maintenance of the delivered goods.
g. damage resulting from climatic conditions (sun, rain, hail, wind, etc.) and/or other external influences (fire, vandalism, acids, etc.) before, during and after the installation of the goods.
h. the use of too much water and/or other cleaning products during the cleaning of Durafloor®.
6.8 Unless expressly confirmed in writing by isomasters NV, it does not guarantee that the delivered goods are suitable for the purpose for which the Client wishes to use them. Samples provided are always given purely as an indication.
6.9 The Client is obliged to take all reasonable measures to limit the extent of damage that could lead to the liability of isomasters NV, as soon as the Client became aware or could have become aware of the damage, potential damage or the event causing the damage. Likewise, the Client shall notify isomasters NV immediately and no later than 2 months from the day the Client observed or could reasonably have observed the non-conformity, by registered letter, of the damage and its extent. isomasters NV shall in no case be held responsible for damage resulting from the non-observance of this obligation or which could have been avoided if the Client had properly observed the obligations referred to herein.
6.10 isomasters NV will not issue any credit note until the necessary verification has been carried out and its liability established.
6.11 The liability of isomasters NV is limited to the replacement and/or repair of the defective parts concerned, at most to a new delivery of the goods and, if this is impossible, to the reimbursement of the invoice amount related to the delivery. Isomasters NV does not cover transport related to replacements and/or repairs, even under warranty. Transport is always at the Client's expense, unless otherwise agreed. Isomasters NV does not cover the installation, replacement/repositioning, nor the costs and time associated with the replacement/assembly of replaced or repaired parts or replaced goods. Isomasters NV is never responsible for indirect or consequential damages, such as production or financial losses, relocation costs, rental costs, etc.
6.12 Without prejudice to the foregoing, the liability of isomasters NV shall in no case exceed €250,000.
6.13 When the agreement concerns goods or services that isomasters NV has purchased from third parties, the liability of isomasters NV is limited to the liability of the third party towards isomasters NV.
6.14 The Client shall indemnify isomasters NV against any recourse by third parties concerning compensation for damages, directly or indirectly related to any delivery obligation, the delivery of goods, the delivered goods or their use, or any other activity. The guarantee referred to in this article does not apply to intentional or deliberate negligence on the part of isomasters NV.
7. OWNERSHIP AND RETENTION OF TITLE
7.1 The delivered goods remain the full and exclusive property of isomasters NV until the Client has paid the due price, including principal and accessories. This retention of title is valid even when the Client has processed the goods and/or affixed them to any ground-connected construction. This retention of title does not prejudice the transfer of risk as referred to in article 5.
7.2 The retention of title allows isomasters NV to fully or partially take back the goods if a due and payable amount is outstanding on the due date.
7.3 As long as the due price, including principal and accessories, has not been paid in full, the Client is expressly not authorized to dispose of the goods, pledge them, or mortgage them in any other way whatsoever.
7.4 Even if the Client, in violation of what is stipulated above, resold the goods totally or partially or disposed of them in any other way, isomasters NV reserves the right and the possibility to demand the sum corresponding to the value of the resold goods. In this case, the retention of title is transferred to the resale price.
7.5 If, after formal notice, the Client does not proceed within 8 days to the full payment of the sums due, isomasters NV is entitled to take back the delivered goods at the Client's expense or on the Client's behalf, wherever they may be, if necessary after dismantling the goods at the Client's expense or on the Client's behalf. In case of refusal of the removal authorization, isomasters NV will be entitled to collect a penalty of €250.00 per day of delay.
8. DISPUTES – APPLICABLE LAW – COMPETENT BELGIAN COURTS
8.1 Unless otherwise provided by binding legal provisions, all actions relating to the validity, interpretation, execution, or termination of the contract concluded between isomasters NV and the client fall under the exclusive jurisdiction of the courts of the district where isomasters NV's registered office is located. Isomasters NV nevertheless reserves the right to waive this jurisdiction clause.
8.2 The contract between isomasters NV and the Client, as well as its validity, are exclusively governed by Belgian law and assessed in accordance therewith, even if its performance takes place wholly or partially in another country or if the Client's domicile or registered office were located in another country. The application of the United Nations Convention on Contracts for the International Sale of Goods concerning movable objects (Vienna Convention) as well as any other existing or future international regulation that may potentially apply to the contractual relationship between the parties, is expressly excluded.
8.3 All notifications to be made under these general terms and conditions or any law or regulation must be addressed to isomasters NV at the address of its registered office, as published in the annexes to the Belgian Official Gazette.
9. PRIVACY
ISOMASTERS SA collects, records, and processes information and personal data in accordance with all applicable laws and regulations. ISOMASTERS SA fulfills its obligations as controller and/or processor of this data in accordance with the law of 30 July 2018 relating to the protection of natural persons with regard to the processing of personal data, the General Data Protection Regulation 2016/679 of 27 April 20™ and other mandatory regulations. Data processing is limited to the strict minimum and the retention period for personal data is limited to the duration necessary to achieve the processing objectives. Personal data is processed in a way that ensures appropriate security using appropriate technical or organizational measures. Our privacy policy can always be requested via our general email address. In Belgium, a complaint can always be submitted to the Belgian Data Protection Authority, Drukpersstraat 35, 1000 Brussels (Tel.: +322/274.48.00; e-mail: contact@apd-gba.be, www.gegevensbeschermingsautoriteit.be)
FASTFLEX WARRANTY CONDITIONS® COLD ROOMS – ISOMASTERS SA
1. PURPOSE OF THE WARRANTY
1.1. These warranty conditions apply to all FastFlex® brand cold rooms supplied by ISOMASTERS SA (hereinafter referred to as "Product").
1.2. This warranty is a factory warranty. The warranty only covers defects arising from the Product's manufacturing process.
1.3. The warranty applies only to the first owner, mentioned on the invoice, and to the first installation. Third parties cannot derive any rights from this warranty.
1.4. The warranty applies only to invoices paid in full.
2. WARRANTY PERIOD
2.1. The duration of this extended warranty on the Product is 3 years.
2.2. This warranty covers both legal warranties and the more extensive commercial warranties of the Product offered by ISOMASTERS SA to its customers. In all cases, this extended warranty does not affect legal warranty rights at any time.
2.3. The stated warranty period begins upon delivery of the Product to our direct professional service provider (contractor, reseller, etc.) and concerns only the Product itself, not its installation.
3. CLAIMS AND LIABILITY
3.1. If a defect in the Product covered by this warranty is found, the Warranty Beneficiary must report it in writing within 30 days of its discovery to ISOMASTERS SA (Pontstraat 80, 8791 Waregem, info@ISOMASTERS.com), enclosing (a) a copy of the purchase invoice and (b) a description of the defects. Claims submitted after this period will no longer be accepted by ISOMASTERS SA. Claims never suspend the client's payment obligations.
The owner of the Product, who purchased the Product from ISOMASTERS SA through a professional service provider (contractor, reseller, etc.), must always first contact this provider, who will in turn contact ISOMASTERS SA.
The Warranty Beneficiary must provide proof that the defect is covered by this factory warranty.
3.2. ISOMASTERS SA must always have the opportunity to inspect the Product in the condition and at the location where the defect was found. If the defect is not covered by the warranty, ISOMASTERS SA reserves the right to charge the costs incurred for the inspection to the Warranty Beneficiary.
3.3. ISOMASTERS SA's liability under the warranty includes the new delivery of the relevant parts under warranty, or the repair of the relevant part of the Product, at the discretion of ISOMASTERS SA. ISOMASTERS SA reserves the right to provide similar parts of the same quality if the original parts are no longer available and/or no longer manufactured. This repair and/or new delivery does not in any way extend the initial warranty period. Shipping costs of any kind related to the repair and/or new delivery of the part of the Product are always borne by the Warranty Beneficiary, without intervention from ISOMASTERS SA. Likewise, travel costs and all other costs related to the repair (labor hours for parts replacement, on-site repair...) must be carried out by our service provider, without our intervention, and remain at the expense of the party invoking the warranty provisions.
3.4. In no case can compensation or damages be awarded for consequential and indirect damages (such as, among others, business losses, construction delays, loss of orders, loss of profits, etc.), intangible, material, or physical damages. ISOMASTERS SA cannot be held responsible for the compensation of third parties.
4. EXCLUSIONS
4.1. The warranty applies only to normal use, i.e., use such as a prudent and reasonable person placed in the same circumstances would use the Product, which also implies that the installation instructions have always been correctly followed and that the Product is normally and regularly maintained as any prudent and reasonable person would.
4.2. The following are excluded from the extended Product warranty:
Defects visible upon installation:
A Product with visible defects must not be installed and will not be covered by this warranty after installation. If a visible defect is found, ISOMASTERS SA must be informed in writing within 24 hours of the Product's delivery.
Damage due to incorrect assembly, misuse or improper maintenance:
The Product must be installed in accordance with ISOMASTERS SA's installation instructions and must also be properly and regularly maintained (as any "prudent and reasonable person" would). You will be expressly informed of this when purchasing the Product. Therefore, proof that the installation was carried out in accordance with these instructions and that the Product was properly maintained may be requested from you. Damage caused by the use of certain inappropriate cleaning products and/or aggressive detergents is not covered.
Cooling units and electrical components
The extended warranty does not apply to the cooling unit or other electronic components that are part of the Product, but come from another manufacturer and for which only the warranty period offered by that manufacturer applies.
Normal wear and tear
The Product is subject to normal wear and tear. Wear and tear due to improper maintenance is not covered by this warranty.
Normal variation in color and texture
ISOMASTERS SA offers no warranty regarding the aesthetic characteristics of the Product or its color, both external and internal.
Special situations
ISOMASTERS SA offers no warranty in case of damage due to force majeure, vandalism, natural disasters, accidents, fortuitous events and/or other external influences such as fire, humidity, salt, acids...
5. APPLICABILITY AND LAW
5.1. These warranty conditions are governed by Belgian law and apply worldwide. The Beneficiary of the warranty has legal rights in Belgium, and this warranty does not affect their applicability in any way.
5.2. Unless otherwise provided by a binding legal provision, all legal actions relating to the validity, interpretation, execution or termination of the Warranty Declaration and these Warranty Conditions between ISOMASTERS SA and the Warranty Beneficiary fall under the exclusive jurisdiction of the courts competent for the location where ISOMASTERS SA has its registered office. ISOMASTERS SA reserves the right to waive this clause attributing jurisdiction.