Article 1 – Acceptance of general terms and conditions

1.1 Every commercial transaction is subject to our general terms and conditions, which always take precedence over all other contractual clauses such as the client’s general terms and conditions of delivery, except in the event of explicit and written deviating special conditions accepted by VAN DER BORGHT ILSE VOF. VAN DER BORGHT ILSE VOF is entitled to amend or modify its general and special terms and conditions at any time.

1.2 VAN DER BORGHT ILSE VOF expressly rejects any purchasing or other conditions of the buyer.

1.3 If one or more provisions in these general terms and conditions are declared invalid, void or annulled, the other provisions shall remain in force. We will then replace the invalid, void or annulled provisions with new provisions that correspond as closely as possible to the invalid, void or annulled provisions.

1.4 Should VAN DER BORGHT ILSE VOF at any time fail to demand performance of one or more provisions of the agreement , including the provisions in the general terms and conditions, this does not affect our rights to still demand performance by the buyer at a later date.

Article 2 – Quotation

An offer by VAN DER BORGHT ILSE VOF is without any commitment and is only to be regarded as an invitation to the customer to place an order, unless expressly stated otherwise. The price, description, properties and accessories of the goods are provided for information purposes only.

Article 3 – Conclusion of the agreement

3.1 The agreement only comes into effect after written confirmation by VAN DER BORGHT ILSE VOF of the order placed. Agreements taken in stages must be paid in full on the agreed dates in order to benefit from any discounts. If this is not the case, any discounts granted may still be claimed.

3.2 If there is an agreement between the buyer and VAN DER BORGHT ILSE VOF, it can only be changed if the buyer and VAN DER BORGHT ILSE VOF reach a written agreement that must be signed in both directions. For example, we can only agree in writing to changes in the quantity or price of the products or services we provide by means of a written agreement.

Article 4 – Prices

4.1 The prices quoted by us are always in euros and always exclusive of VAT and other government levies, unless explicitly stated otherwise. Payments must be made inclusive of VAT and/or other levies. If the buyer is of the opinion that he does not have to pay VAT or levies, the responsibility lies with the customer and the taxes due must be recovered from the customer. Customs and excise duties are the responsibility and at the expense of the buyer.

4.2 Additional goods, works and services. Prices shall apply only to the goods, works and services named in the agreement.
All additional goods delivered, works performed and/or services rendered by VAN DER BORGHT ILSE VOF will be charged separately at prices as valid on the day of delivery or service.

4.3 Price changes, prices quoted by VAN DER BORGHT ILSE VOF are based on the purchase prices, taxes and other such factors applicable at the time of quotation. If after the conclusion of the agreement one or more of said factors undergo changes, VAN DER BORGHT ILSE VOF will be entitled to change the agreed price.

Article 5 – Delivery and cancellation

5.1 VAN DER BORGHT ILSE VOF delivers simply when the goods are placed at the disposal of the buyer at an agreed point, on the specifically agreed date or within the agreed period. Even though the goods are sitting within the premises of VAN DER BORGHT ILSE VOF, they have already been delivered. The act of delivery will not be a physical handing over by a movement of the goods but a notional one achieved by the seller giving the appropriate notice to the buyer.

5.2 When the buyer arranges a collecting vehicle, whether a carrier’s vehicle or the buyer’s own vehicle, to be at the named premises VAN DER BORGHT ILSE VOF has no obligation to load that vehicle.

5.3 The buyer must load the vehicle. The seller can load the buyer’s vehicle, but if this is the expectation, VAN DER BORGHT ILSE VOF will do so at the buyer’s cost and risk.

5.4 If the goods are going to be at a location other than the seller’s premises, such as a contracted manufacturer, this information needs to be communicated to the buyer so their vehicle goes to the correct location. Any restrictions at the site need to be communicated too.

5.5 The buyer must take delivery when VAN DER BORGHT ILSE VOF has made the goods available and has given notice of this. This will be when the goods are sitting in the premises of VAN DER BORGHT ILSE VOF. This may well be before the buyer’s collecting vehicle arrives at the aforementioned premises.

5.6 Agreed delivery periods or collection dates are only indicative and delays in the execution of orders can never give rise to damages or to the dissolution of the agreement by the buyer.

5.7 The goods ordered must be collected by the buyer from the seller. From the time of the collection, the risk is deemed to be transferred to the buyer. If the buyer fails to collect the goods, the seller may claim compensation of € 1.250,00 per day of delay without prior notice of default from that time onwards, without prejudice to the seller’s right to demand either the forced execution of the agreement or the termination of the agreement, possibly with damages.

5.8 Any cancellation of an order must be done in writing, this can be done by registered letter or by email to ilse.thermostar@gmail.com. Cancellation of an order must always take place at least 4 weeks before the scheduled delivery date. If an order is cancelled, VAN DER BORGHT ILSE VOF is entitled to fixed compensation of 40% of the amount of the agreed price by way of compensation. This is without prejudice to its right to compensation for higher proven damages.

5.9 Dissolution by VAN DER BORGHT ILSE VOF. VAN DER BORGHT ILSE VOF may, without being liable to pay any compensation on that account, dissolve in writing with immediate effect and without judicial intervention all or part of its agreement with the buyer if:

1. the buyer applies for suspension of payment or bankruptcy or is declared bankrupt or offers a settlement outside bankruptcy, or any part of its assets are attached;
2. the buyer is placed under administration or guardianship;
3. legal debt restructuring arrangements are pronounced in respect of the buyer;
4. the buyer ceases operations, ceases to pursue its statutory objectives, decides to go into liquidation, otherwise loses its legal personality or transfers or merges its business;
5. the buyer fails to fulfil one or more obligations arising from the relevant agreement, or fails to do so on time or properly.

5.10 Consequences of dissolution. Due to dissolution, mutually existing claims become immediately due and payable.

Article 6 – Invoice payment and compensation

6.1 The processing or production of the goods only starts when the advance payment has been paid in full this date is stated on the invoice. Products can only be collected when the full amount of the invoice has been paid in full within the period set in advance and known via the date on the invoice. If the invoice has not been paid, no products will be delivered to the buyer by VAN DER BORGHT ILSE VOF.

6.2 Services or work will only be performed by VAN DER BORGHT ILSE VOF when the invoice has been paid in full.

6.3 In the absence of predetermined conditions, the buyer must pay the invoice within 14 days of the invoice date.

6.4 In the event of non-payment of the invoice on the due date, an interest of 12% per year from the due date shall be payable automatically and without prior notice of default.

6.6 In the event of full or partial non-payment of the invoice on the due date, without serious reason, the invoice amount shall be increased, automatically and without prior notice of default, by 12% with a minimum of € 1.250,00, even if terms of grace are granted. Collection costs are not included in this fixed compensation.

6.7 Collection costs, both judicial and extrajudicial, shall be for the account of the buyer, with a minimum of € 250,00.

6.8 Order of payment, payments made by the buyer shall always serve firstly to pay all interest and costs due and secondly to pay due invoices which have been outstanding the longest.

Article 7 – Force majeure

7.1 If fulfilment of the agreement without default is not possible for VAN DER BORGHT ILSE VOF due to force majeure, it shall have the right to terminate the agreement in full or in part or to temporarily suspend performance of the agreement, without being liable to pay any compensation.

7.2 Definition of force majeure. Force majeure means a circumstance that prevents performance of the agreement and cannot be attributed to VAN DER BORGHT ILSE VOF. Examples include strikes and illness of personnel, operational failures, lack of raw materials, lack of materials, government measures and transport disruptions. Both if these occur at VAN DER BORGHT ILSE VOF and at its suppliers.

7.3 Partial performance. If VAN DER BORGHT ILSE VOF has already partially fulfilled its obligations before the occurrence of force majeure, or will only be able to partially fulfil its obligations due to the occurrence of force majeure, it will be entitled to invoice the part already delivered or deliverable separately. The Buyer shall be obliged to pay this invoice as if it were a separate agreement.

7.4 Invocation of force majeure after expiry date. VAN DER BORGHT ILSE VOF has the right to invoke force majeure, even if the non-attributable circumstance preventing fulfilment of its commitment occurs after it should have fulfilled its obligations.

Article 8 – Retention of title

The goods purchased remain the exclusive property of VAN DER BORGHT ILSE VOF until full payment of the selling price plus costs and interest.

Article 9 – Liability

9.1 VAN DER BORGHT ILSE VOF bears all risks of loss or damage to the goods until they have been delivered in accordance with article 5.

9.2 The buyer bears all risks of loss or damage to the goods once the seller has delivered them in accordance with article 5.

Article 10 – Warranty period

The guarantee is valid for a period of 3 years from the date of delivery or collection. All parts except brushes, sponges and cloths are guaranteed for 3 years provided they are not used for professional purposes and are used correctly as described in the user manual. If machines are opened by yourself, all warranty is invalidated.

Article 11 – Complaint handling

11.1 If the buyer objects to an invoice from VAN DER BORGHT ILSE VOF, he must notify this in writing within 8 calendar days of the invoice date. If the buyer does not complain in time, his claim to correction of the invoice lapses.

11.2 A complaint by the buyer does not suspend his payment obligations. This means that despite the objection, the buyer must pay the invoice within the agreed period.

11.3 It is the responsibility of the buyer to examine the goods, services and works for visible defects immediately upon collection/receipt. If any visible defects are found, the buyer must immediately complain in writing to VAN DER BORGHT ILSE VOF.

11.4 In the event of a complaint by the buyer, the burden of proof that the delivered goods do not comply with the agreement lies with the buyer. If VAN DER BORGHT ILSE VOF considers the complaint well-founded, it will proceed to repair or replace what it has delivered.

11.5 A complaint by the buyer is only valid if it is made within a reasonable period. A reasonable period is not mentioned in the law, but in practice a period of 2 months after discovery of the defect is considered reasonable. Claims submitted after this period will no longer be considered.

Article 12 – Conflict resolution

12.1 This agreement is governed exclusively, both in form and substance, by Belgian law.

12.2 As a mutual guarantee and commitment to the speedy settlement of disputes by arbitration, the Belgian Arbitration Institute – B.A.I. is responsible for appointing arbitrators who will be authorised to settle any dispute definitively in accordance with its operating rules, which can be obtained free of charge from the B.A.I. Lieven Bauwensstraat 20, 8200 Bruges. This clause forms an integral part of the terms and conditions of sale and replaces all conflicting jurisdiction clauses.

12.3 Subsidiarily, Only the Belgian Tribunal of Entreprise of Leuven, Vaartstraat 5, 3000 Leuven has jurisdiction in the event of disputes.