Article 1 - Terms

1. In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise. 

2. Offer:Any written offer or quotation to Client to supply Products and/or perform Work by Contractor. 

3. Contractor: The contractor who has the work performed independently or under his direction by others, hereinafter referred to as Heliostoik.

4. Company: The natural or legal person acting in the course of a profession or business.

5. Consumer: The natural person not acting in the exercise of his profession or business. 

6. Client: The Company or Consumer (customer) entering into a Contract (at a distance) with Contractor.

7. Work: The work offered by Heliostoik is the assembly, installation and maintenance of solar panels

8. Agreement: the Agreement, whereby Heliostoik undertakes to the Client to create and deliver a work of a material nature outside employment for a price in money to be paid by the Client, with which these general terms and conditions form an indissoluble whole including a Maintenance Execution Agreement.

9. Subscription: Subscription: the (service and maintenance) Agreement or subscription between the Client and Heliostoik which obliges the Contractor to carry out Maintenance and remedy malfunctions according to the description belonging to the Subscription.

10. Installer: installation company/installer.

11. Maintenance: the performance of maintenance work on a Device and/or Peripheral Equipment necessary for its safety and undisturbed operation, in accordance with the guidelines and maintenance systematics of the manufacturer of the Device and according to the description accompanying the Subscription.

12. Malfunction: a defect in the Device and/or Peripheral Equipment, or any part thereof, which prevents its adequate functioning.

13. Service: the set of actions, belonging to the performance of Maintenance and remedy of Faults, in accordance with the manufacturer's guidelines.

14. Material Charges: charges, which are charged to a Client for materials, which are not included in the Subscription.

15. Appliance means a device for the purpose of solar panels.

16. Device Parts: Device Parts mentioned in the product description for the subscriptions means all parts located within the shell of the device housing.

17. Peripherals and Installation Parts: under Peripherals and Installation Parts mentioned in the product description accompanying the subscriptions are the following devices respectively parts, not belonging to the Device.

18 Customer: the Client, who has entered into a Subscription with Heliostoik.

Article 2 - Applicability.

1. These general conditions apply to every Offer by Heliostoik, every Agreement between Heliostoik and the Client and to every work offered by Heliostoik.

2. Before an Agreement (at a distance) is concluded, the Client shall be provided with these general conditions. If this is not reasonably possible, Heliostoik shall indicate to the Client in what way the Client can inspect the general conditions.

3. Deviation from these general conditions is in principle not possible. In exceptional situations, it is possible to deviate from the general conditions if this has been explicitly agreed in writing with Heliostoik. The general terms and conditions of the Client shall not apply.

4. These general terms and conditions also apply to additional, modified follow-up assignments and assignments in the future from the Client.

5. If one or more provisions of these general terms and conditions are partially or entirely void or nullified, the remaining provisions of these general terms and conditions shall remain in force, and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.

6. Uncertainties regarding the content, interpretation or situations not regulated in these general terms and conditions shall be assessed and interpreted according to the spirit of these general terms and conditions.

7. Where reference is made in these General Terms and Conditions to she/he/him, this shall also be construed as a reference to he/him/his, if and to the extent applicable.

Article 3 - The Offer

1. All Offers made by Heliostoik are without obligation, unless expressly stated otherwise in writing. If the Offer is valid under limited or specific conditions, this shall be expressly stated in the Offer. 

2. Heliostoik is bound to an Offer only if its acceptance is confirmed by the Client in writing within 14 days. Nevertheless, Heliostoik is entitled to refuse an Agreement with a potential Client for a reason well-founded for Heliostoik.

3. The Offer contains a description of the Work offered. The description is detailed enough to enable the Client to make a proper assessment of the Offer. Apparent mistakes or errors in the Offer cannot bind Heliostoik. Any pictures and/or specific data (including but not limited to models shown and/or provided, examples of the documents as well as statements of colors, capacities, functionalities, dimensions and other descriptions in sketches, drawings, brochures, promotional material) in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. Minor deviations permissible in the industry are permissible and do not provide grounds for cancellation of the Agreement.

4. If the Offer is based on data provided by the Client and such data prove to be incomplete and/or incorrect or such data are subsequently changed, Heliostoik shall be entitled to adjust the rates, delivery periods and/or prices stated in the Offer. The Client is obliged to accept the changed circumstances and to comply with the payment obligations set.

5. Offers do not automatically apply to follow-up orders or reorders.

6. Delivery times, deadlines and stated hours in Heliostoik's Offer are indicative and, if exceeded, do not entitle the Client to rescission or compensation, unless expressly agreed otherwise. 

7. A compound quotation shall not oblige Heliostoik to deliver a part of the goods included in the offer or quotation at a corresponding part of the stated price.

Article 4 - Establishment of the Agreement.

1. The Agreement is concluded at the moment when the Client has accepted an Offer or quotation of Heliostoik by returning a signed copy digitally to Heliostoik. 

2. If the Client has accepted the Offer by giving an order to Heliostoik, Heliostoik shall confirm the Client's order in writing by e-mail. Each Offer is valid for a maximum of 14 days (unless expressly agreed otherwise), thereafter Heliostoik cannot be held to an Offer.

3. Heliostoik is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or clerical error.

4. An Offer is valid only if made in writing by Heliostoik to the Client. The Offer shall lapse if the Product or the Work to which the Offer relates is no longer available in the meantime. 

5. Heliostoik has the right to refuse an Agreement with a potential Client for a reason that is justified to Heliostoik.

6. If several Principals jointly enter into an Agreement with Heliostoik, each Principals shall be jointly and severally liable for the fulfillment of the obligations by each Principals and the Principals jointly.

Article 5 - Duration of the Agreement

1. The Agreement is entered into for the duration as stated in the offer, unless otherwise agreed upon.

2. The Client shall at all times be entitled to cancel the Agreement in whole or in part. If a start has already been made on the execution of the Agreement and the Client cancels the Agreement, the Client shall owe the price applicable to the entire work, less the savings arising for Heliostoik from the cancellation, against delivery by Heliostoik of the work already completed. If the price was contingent on the actual costs to be incurred by Heliostoik, the price payable by the Client shall be calculated on the basis of the costs incurred, the labor performed and the profit which Heliostoik would have made over the entire work.

3. Either party may terminate the Agreement on the grounds of an attributable failure to perform if the other party has been given written notice of default and has been given a reasonable period in which to fulfill its obligations and fails imputably to do so. This includes the payment and cooperation obligations of the Client.

4. Both the Client and Heliostoik may give written notice of termination of the Agreement, in whole or in part, with immediate effect and without further notice of default, in the event that one of the parties has been granted suspension of payment, bankruptcy has been applied for or the enterprise concerned has been wound up. If a situation as mentioned above occurs, Heliostoik shall never be obliged to refund monies already received and/or to pay damages. With immediate effect, Heliostoik shall also be entitled to take back the goods not yet paid for and shall thereby retain the right to claim additional compensation from the Client.

5. If Heliostoik dies or becomes permanently incapacitated for work after the Agreement has been concluded, either party may terminate the Agreement, insofar as, in view of the nature of the Agreement, it can derive a reasonable interest in termination from the death or permanent incapacity for work. For the work already performed and costs incurred, the Client shall owe a compensation to be determined in all reasonableness and with due regard for all circumstances, if applicable to the heirs or legal successors of Heliostoik.

6. If an already scheduled appointment is cancelled by the Client as of 24 hours until the commencement date, Heliostoik shall be entitled to charge the Client for the time reserved for the established hourly rate, as well as expenses already incurred for the performance of the Agreement.

7. If Client cancels an already established Agreement, 100% of the agreed amount in the Offer will be charged. If Consumer cancels the Agreement within 14 days after it has been signed, it can be cancelled free of charge.

8. The Client shall himself be liable to third parties for the consequences of the cancellation and shall indemnify Heliostoik for any resulting claims of such third parties.

Article 6 - Additional and less work and changes

1. If during the execution of the Agreement it appears that the Agreement should be adjusted and/or supplemented, or at the request of the Client further Work is necessary to achieve the desired result of the Client, the Client is obliged to pay for this further Work according to the agreed rate. Heliostoik shall not be obliged to comply with this request and may require the Client to conclude an additional Agreement for this purpose.

2. If a fixed price has been agreed for the Work, Heliostoik shall inform the Client of the additional costs and/or financial consequences of the additional work.

3. If and insofar as a fixed price has been agreed for the performance of certain Work, and the performance of such Work leads to additional Work which cannot reasonably be deemed to be included in the fixed price, or the price has to be increased as a result of incorrect information provided by the Client which is important for the determination of the price (unless Heliostoik should have discovered the incorrectness of the information before the price was determined), Heliostoik shall be entitled, after consultation with the Client, to charge these costs to the Client. 

4. Price changes as a result of amending the Agreement, or pursuant to laws and regulations must be reimbursed by the Client.

Article 7 - Prices and payment

1. All prices are in principle exclusive of sales tax (VAT) and other tax levies. For Consumers, prices are shown inclusive of VAT. If Heliostoik (partially) performs the assignment on the Client's location, additional costs (travel, call-out, parking and accommodation costs) shall be charged for this, unless otherwise agreed. For Work that is (to be) performed on an urgent basis or outside office hours at the request of the Client, a surcharge may also be charged as agreed in the quotation and/or Agreement. If items have to be shipped, the Client must pay additional costs for this.

2. The Client cannot derive any rights or expectations from an estimate issued in advance unless the parties have expressly agreed otherwise. If the quoted price is a guide price, this guide price may be adjusted during the execution of the Agreement, unless Heliostoik has warned the Client as timely as possible of the likelihood of a further overrun and has given the Client the opportunity to limit or simplify the work as yet. Heliostoik shall, within reason, cooperate in the limitation or simplification. This also applies if the price depends on the estimated duration for the execution of work.

3. If between the date of the conclusion of the Agreement (or offer) and its execution, (cost) price increasing circumstances occur for Heliostoik as a result of legislation and regulations, price changes with regard to third parties or suppliers engaged by Heliostoik or changes in the prices of the required semi-manufactured products, materials, parts or currency fluctuations, import and export duties (both in the Netherlands and abroad), shipping and/or delivery costs, wages, employer's contributions and/or (social) insurance premiums and the like, Heliostoik shall be entitled to increase the agreed price or fee and charge it to the Client, Heliostoik shall be entitled to increase the agreed price or fee accordingly and charge it to the Client. 

4. The Client shall be obliged to pay the agreed down payment within the specified period before Heliostoik begins the performance of the Agreement. In any case, the Client is obliged to pay the costs for the purpose of the materials in advance.

5. If there is a periodic payment obligation of the Client, Heliostoik shall be entitled to adjust the applicable prices and rates (only) in accordance with the terms of the Agreement in writing, subject to a period of at least 3 months from the formation of the Agreement in which the prices do not increase. In the event of price increases within 3 months from the conclusion of the Agreement, Client is authorized to dissolve the Agreement by written declaration. If the Client has not informed Heliostoik within 30 days after notification of the price change that he wishes to use his right of cancellation, Heliostoik may justifiably assume that the Client has agreed to the price change.

6. If there is a leakage whose cause is not the Appliance, Heliostoik shall be entitled to charge additional costs in connection with an investigation into the cause of such leakage.

7. Heliostoik shall be entitled to charge the Client for any construction costs, which shall also include costs for concrete drilling and painting. 

8. Client is obliged to pay the agreed amount within the latest payment period of 14 days.

9. The Client shall pay these costs at once without suspension, deduction and/or set-off to the account number and details of Heliostoik made known to him. The Client may agree a further period in which the amount due is to be paid only with the express written consent of Heliostoik.

10. Heliostoik shall be entitled to set off all amounts already paid by the Client against any (outstanding) compensation owed by the Client.

11. If a dispute arises between the parties regarding the number of hours spent and/or charged, Heliostoik time records shall be binding, unless the Client can prove otherwise with convincing counter-evidence to that effect. 

12. If and insofar as additional costs are incurred during the performance of the Agreement and/or there is increased risk (in the opinion of Heliostoik), the Client must pay an additional price for this.

13. Subscription (maintenance) prices and rates unless otherwise stated in writing, per month including VAT. 

14. Subscription rates are subject to change by Heliostoik. 

Changes will first come into effect 30 days     after the day the changes are announced, unless a later effective date is     specified in the announcement. Changes     also apply with respect to pre-existing subscriptions. 

A notice posted on the Heliostoik website at     least 30 days prior to the effective date of the change shall constitute     publication. Amended rates and/or conditions are available for inspection     at the Heliostoik and may be obtained there free of charge. The     Subscription shall then, subject to the change, be tacitly continued. 

Client making a payment after an amendment     to the general terms and conditions declares its agreement to the then     current amended general terms and conditions. 

If Client does not wish to accept a change     in the general terms and conditions and/or rates, Client may terminate the     Subscription in writing within one month after the new terms and     conditions take effect. 

The fees and rates, payable pursuant to the     Subscription, may be increased by Heliostoik. Statutory increases in VAT     or government-imposed increases are not considered rate increases. 

If Heliostoik establishes a rate increase     which is more than the national index in the industry -the indexation     based on the Table of Regulatory Wages Construction and Installation     Companies of the CBS, Heliostoik will announce the increase at least 30     days prior to the implementation of the increase.

Article 8 - Collection policy

1. When Customer does not meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, Customer being a Business is legally in default. Customer being a Consumer shall first receive a written demand for payment with a term of 14 days after the date of receipt of the demand, to still comply with her payment obligation with an indication of the extrajudicial costs if she does not comply with her obligations within that term, before she is in default.

2. From the date that the Client is in default, Heliostoik shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the Decree on Compensation for Extrajudicial Collection Costs of July 1, 2012. 

3. If Heliostoik has incurred more or higher costs which are reasonably necessary, such costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Client.

4. If payment is not made in full (if the Client is in default) by the Client, Heliostoik shall be entitled to dissolve the Agreement, without further notice of default or judicial intervention, by means of a written statement, or to suspend its obligations under the Agreement, until payment has been received by Heliostoik, or the Client has provided proper security for this.

5. Even if, before the Client is in default of payment, Heliostoik has well-founded reasons to doubt the Client's creditworthiness, Heliostoik shall be entitled to dissolve the Agreement without a written statement or judicial intervention.

Article 9 - Execution of work

1. Heliostoik shall endeavor to perform the Agreement with the greatest possible care as may be required of a good Contractor. All Work shall be carried out on the basis of an obligation to perform to the best of one's ability, unless a result that is described in detail has been expressly agreed in writing. In no case does Heliostoik guarantee that the Work performed and/or the items delivered by it are suitable for the purpose intended by the Client.

2. In the execution of the Work, Heliostoik shall not be obliged or obliged to follow the Client's instructions if this changes the content or scope of the agreed Work. If the instructions result in additional work for Heliostoik, the Client is obliged to pay the additional or additional costs accordingly. All instructions, directions, advice and more shall be deemed to have been made under the express approval of the Client if they have been made by employees, subordinates and/or third parties engaged by the Client. Damage resulting from the unauthorized or out of scope giving of these instructions etc. shall be entirely for the account and risk of the Client.

3. Heliostoik shall not apply for permits or other documents and permissions, mandatory or otherwise, from governments or other authorities. The Client is himself responsible for the timely acquisition of required permits and/or necessary permissions. Damage and/or delay resulting from the absence of these permits or consents shall be for the account and risk of the Client. The Client explicitly indemnifies Heliostoik for all (consequential) damage resulting from the absence of permits and consents. Heliostoik shall charge the (consequential) damage to the Client, who shall be obliged to compensate Heliostoik for the damage. 

4. Heliostoik shall be entitled to engage third parties for the performance of the Work at its own discretion. 

5. Heliostoik has the right to advertise its business when working on the Client's premises.

6. If the Work is suspended at the request of the Client, the Client is obliged to pay the immediately due and payable remuneration for the Work already carried out and costs incurred at that time on Heliostoik first demand. Furthermore, Heliostoik shall be entitled to charge all costs arising for it from the suspension to the Client (this also includes reserved hours).

7. If, after the suspension period, the execution of the Agreement cannot be resumed, Heliostoik shall be entitled to immediately dissolve the Agreement without judicial intervention, by means of a written declaration to the Client. In the event of resumption of the performance of the Agreement, the Client shall be obliged to pay all of Heliostoik costs arising from such resumption in full.

8. Client is obliged to ensure that:

All information, data and documents     required for the execution of the Agreement (including maps, drawings,     surveys, house connections and more shall be made available to Heliostoik in     time and in the manner desired by Heliostoik;

Heliostoik is granted access to the work     location on the agreed dates and times, which location meets the     applicable legal (safety) requirements and working conditions (whether or     not in accordance with the collective labor agreement). Failing this, Heliostoik     shall be entitled to suspend its Work as long as this has not been     complied with, without being obliged to compensate any (delay) damage.

The third parties engaged by it perform     their Work and/or deliveries in such a way that Heliostoik does not     experience any delay and no hindrance in the performance of the Agreement     and/or Work;

Heliostoik shall have sufficient timely     opportunity for supply, storage and/or disposal of (construction)     materials and/or tools;

Heliostoik shall have timely access to any     necessary scaffolding, edge and fall protection and more to be provided by     the Client, unless the parties have expressly agreed otherwise in writing;

The work site is in such condition that Heliostoik     can perform and/or continue its Work unhindered;

Heliostoik shall have connection facilities     for electricity, gas and water at the work site. The Client shall     reimburse the costs thereof. Lost labor hours due to water, gas or power     outages shall be borne by the Client;

The site shall have adequate facilities for     the proper and complete collection of waste;

The work location must (if possible) have a     suitable space where tools, machines, materials and more of Heliostoik can     be stored without damage or theft of these items. In the event of theft,     loss or damage, the costs thereof shall be borne by the Client;

Other facilities reasonably required by Heliostoik     and/or its (sub)contractors must be available at the work site, without     (additional) costs being charged to Heliostoik.

Client shall make all necessary provisions     to prevent nuisance and or damage to the surrounding area, including     environmental damage, consequential damage to property and goods and/or     substances due to vibration.

Client is furthermore obliged to take care     of cleaning the road and placing proper warnings in case of (potentially)     dangerous situations

Client must have an internet connection for     the purpose of connecting the Device.

If necessary, the Client must have roof     tiles in stock. If the Client does not fulfill this obligation and if, as a     result, a follow-up appointment must be made in order for Heliostoik to     install these roof tiles, Heliostoik shall be entitled to charge the costs     connected therewith to the Client.

Client shall protect the Device from     damage, including freezing. 

The Client must use the Device in     accordance with its nature and purpose and follow the instructions for use     given by Heliostoik and/or manufacturer. Damage resulting from failure to     follow the instructions shall be borne by the Client. 

The Client must immediately notify Heliostoik     of the failure or improper functioning of the Device;

The Client shall not make any changes to     the Appliance or have any inspection, maintenance or repair work done to     it other than by Heliostoik.

Allow employees and installers designated     by or on behalf of Heliostoik to inspect, maintain and/or repair the     Appliance.

The Client is obliged to ensure that, after     an appointment has been made to remedy a Malfunction and/or to carry out     Maintenance, Heliostoik actually obtains access to the plot in which the     Appliance is located. If the Client fails to do so, the Company shall be     entitled to charge the usual call-out charges. It is then the     responsibility of the Customer to have the Service performed after all.

If the Client replaces the Device, he must     notify Heliostoik. The current Subscription shall continue if replaced by     the Client or by Heliostoik.

9. If the Client fails to fulfill the obligations mentioned in this article in time, Heliostoik shall be entitled to suspend the execution of the Agreement until such time as the Client has fulfilled its obligations. The costs in connection with the delay incurred and/or the costs for carrying out additional Work or other consequences arising from this shall be for the account and risk of the Client.

10. If the Client fails to perform its obligations and Heliostoik fails to demand performance from the Client, this shall not affect Heliostoik right to still demand performance at a later time.

11. If during the execution of the work it appears that the roof of the Client's premises (or house) needs to be renovated (which also includes replacing or repairing roof tiles, or making a roof construction calculation), the costs of this shall be borne solely by the Client. Only after the roof has been renovated can Heliostoik resume work. Heliostoik is not liable for any damage suffered by the Client as a result. If a further appointment for installation is to be made, this shall take place in consultation with the Client.

12. After commissioning the system, the Client is obliged to check as soon as possible whether the system functions as desired and/or in accordance with the quotation (e.g. on a sunny day or cloudless day). Heliostoik is neither liable nor responsible for missed power output due to e.g. a defective inverter, cabling or damage resulting from a delay in the delivery of the system.

Article 10 - (Up)Delivery

1. If the commencement, progress or (completion) delivery of the Work is delayed because, for instance, the Client has not or not timely provided all requested information, insufficient cooperation, the (down)payment has not been received in time by Heliostoik or because of other circumstances, which are for the account and risk of the Client, Heliostoik is entitled to a reasonable extension of the (completion) delivery period. All agreed (delivery) periods are never deadlines. The Client must give Heliostoik written notice of default. In no case shall the specified deadlines be fatal deadlines.

2. All damages and additional costs resulting from delay due to a cause mentioned in paragraph 1 shall be for the account and risk of the Client and may be charged to the Client by Heliostoik. 

3. Dispatch and/or transport of the ordered goods shall take place in the manner determined by Heliostoik supplier, but shall be at the expense and risk of the Client. From the moment of delivery at the agreed place, the delivered goods shall be for the account and risk of the Client. The Client is obliged to lend its full cooperation to the delivery at Heliostoik first request. The acceptance of goods from Heliostoik by the Client is proof that the goods have been received in good condition, unless any damage is expressly noted on the receipt.

4. If there is a phased execution, or the Client must give approval, Heliostoik shall be entitled to suspend the execution of the Agreement until the Client has given its approval. The deadline for giving approval is 14 calendar days. If the Client has not given his approval within this term, the Client shall be deemed to have tacitly approved the delivered work.

5. Heliostoik shall make every effort to realize the Work within the agreed period, insofar as this can reasonably be required of it.

6. Where reference is made to working days, it shall mean all (workable) calendar days excluding recognized national holidays and weekends. 

7. The Client has an independent responsibility for the management, use and maintenance of the items made and/or (delivered) by Heliostoik.

8. If Heliostoik has given notice that the work is ready to be delivered and the Client does not inspect the work within a reasonable time and accepts it, with or without reservation, or puts it into use, processes it or has it processed, the Client shall be deemed to have tacitly accepted the work. Minor defects that can be repaired during the maintenance period shall not be a reason for not accepting the work delivered if this does not prevent it from being put into use. After acceptance, the work is considered delivered. 

9. After completion, the work is at the Client's risk. Therefore, it remains liable for the price, regardless of any destruction or deterioration of the work due to a cause not attributable to the contractor.

10. Heliostoik shall not be liable for defects which the Client should reasonably have discovered at the time of delivery, except for intentional or deliberate recklessness on the part of Heliostoik.

11. Heliostoik is entitled to deliver and/or perform the Work in parts, whereby each partial delivery and/or partial performance may be invoiced separately.

Article 11 - Conditions for the conclusion of a Subscription

1. The Client's Device and/or Peripheral Equipment and/or the equipment and installation connected to the Device, including piping, must be in a good state of Maintenance and functioning properly at the time the Subscription is concluded, all at the discretion of Heliostoik.

2. The Appliance and/or the Peripheral Equipment must comply with the manufacturer's instructions. The Appliance must be connected in accordance with the conditions NEN 1010.

3. The Device and/or Peripheral Equipment must be asbestos-free. If asbestos is nevertheless found, Heliostoik is not obliged to proceed to the conclusion of a Subscription. 

4. Heliostoik may, in consultation with the Client, first inspect and, if necessary, remediate the Device and/or the Peripheral Equipment and/or the equipment and installation connected to the Device, including pipes, before the Subscription takes effect, at the (future) Client's expense.

Article 12 - Right of Withdrawal Subscription 

1. The Subscription can be revoked or cancelled in writing within 14 days after the conclusion of the Agreement without giving reasons. If the device inspection has already taken place before revocation, the Client is obliged to pay Heliostoik costs for this inspection.

2. If the Client has paid an amount, Heliostoik will refund this amount as soon as

possible, but no later than 30 days after the revocation, less any device inspection fees due as stated above.

Article 13 - Duration and Termination of Subscription

1. A Subscription commences at the time agreed between Heliostoik and the Client and is valid for a period of two years unless otherwise agreed. The Subscription is then tacitly renewed for an indefinite period unless the Subscription is cancelled with due observance of the following. 

2. The Subscription may be terminated by the Client in writing in accordance with the way the contract was concluded and the Heliostoik observes a notice period of one calendar month. 

3. In case the Client moves, the Subscription will automatically expire on the day of relocation, provided that the relocation has been notified to the Heliostoik in a timely manner and in writing. 

4. Heliostoiki s at any time entitled to terminate the Subscription prematurely if the Client imputably fails to fulfill its obligations. 

5. The Client shall always be entitled to terminate the Subscription prematurely if Heliostoik demonstrably and imputably fails to fulfill its obligations without a case of force majeure. 

Article 14 - Maintenance(sab subscription)

1. If agreed, Heliostoik shall perform maintenance or repair. The scope of the maintenance obligation shall extend to what has been explicitly agreed by the parties. Heliostoik shall inform the Client of all circumstances that may influence (the availability of) the maintenance.

2. The Client is obliged to report any defects, errors or other malfunctions to Heliostoik in writing, after which Heliostoik shall, in accordance with its usual procedures, repair and/or make improvements to the defects as soon as possible and to the best of its ability. If desirable, Heliostoik is entitled to apply temporary solutions first, after which a structural solution can be devised and implemented in consultation with the Client.

3. Notwithstanding Heliostoik agreed maintenance obligations, the Client has an independent responsibility for the management and use of the Device.

4. The Client is obliged to grant its cooperation to Heliostoik upon first request. 

5. Maintenance appointments can only be cancelled with a 48-hour notice. In case of cancellation within 48 hours, costs will be charged to the Client. In case of doubt about a date and/or time, the appointment in Heliostoik calendar is leading. 

6. If and insofar as emergency (repair) work is involved, an emergency rate will be charged for this.

Article 15 - Suspension

1. Heliostoik shall be authorized to suspend the fulfillment of its obligations or to dissolve the Agreement with immediate effect, if: 

Client fails to perform its obligations     under the Agreement, in full or in a timely manner.

Heliostoik, after the conclusion of the     Agreement, fears on good grounds that the Client will not fulfill the obligations.     

Client was requested at the conclusion of     the Agreement to provide security or a deposit for the fulfillment of its     obligations under the Agreement, and such payment is not made or is insufficient.     

If, due to delay on the part of the Client,     Heliostoik can no longer be required to perform the Agreement on the     originally agreed conditions, Heliostoik shall be entitled to dissolve the     Agreement. 

If circumstances occur which are of such a     nature that fulfillment of the Contract in its present form cannot     reasonably be demanded of Heliostoik. 

2. If the dissolution is attributable to the Client, Heliostoik shall be entitled to compensation from the Client.

3. If the Agreement is terminated prematurely by Heliostoik, the Parties shall consult for the transfer of Work still to be performed to third parties if the termination is imputable to the Client. The transfer costs shall be borne by the Client. To the extent possible, Heliostoik shall inform the Client of these costs in advance. Unless otherwise agreed, the Client shall be obliged to pay these costs within the term indicated for this purpose.

Article 16 - Warranties 

1. Any warranty shall be expressly agreed upon in writing. Warranties never extend beyond that which is explicitly agreed upon. 

2. Heliostoik shall perform the Work in accordance with the standards applicable in the industry. If any guarantee is thereby given, it shall be limited to what has been expressly agreed in writing and only insofar as the guarantee has been received from the suppliers. During the guarantee period, Heliostoik guarantees the sound and usual quality of the (delivered) work.

3. The Client may invoke the guarantee given by Heliostoik only if the Client has fulfilled his payment obligations in full.

4. If the Client rightly invokes an agreed guarantee, Heliostoik shall be obliged to carry out repair or replacement of the (delivered) goods free of charge. If, in addition, there is any additional damage, the applicable liability provisions of these general conditions shall apply. If Heliostoik cannot reasonably be required to effect repair, a Consumer shall be entitled to dissolve the Agreement in writing or to demand a discount on the agreed price or compensation.

5. The guarantee lapses as soon as the guarantee period has expired, the guarantee obligation lapses, the Client himself makes or has adjustments made to the delivered goods and/or, in the opinion of Heliostoik, uses, handles or maintains the delivered goods incorrectly.

Article 17 - Risk transition

The risk of theft and loss, embezzlement or damage to data, documents, software, data files and/or items used, made or delivered in the performance of the Agreement shall pass to the Client at the time they are actually placed at the Client's disposal.

Article 18 - Privacy, data processing and security

1. Heliostoik will treat the (personal) data of the Client and Users of the website with care and will use them only in accordance with the privacy statement. If requested, Heliostoik will inform the person concerned.

2. If Heliostoik is required under the Agreement to provide security of information, such security shall comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.

Article 19 - Force majeure

1. Heliostoik shall not be liable if, due to a force majeure situation, it is unable to fulfill its obligations under the Agreement.

2. Force majeure on the part of Heliostoik shall in any case mean, but not be limited to: (i) force majeure on the part of Heliostoik suppliers, (ii) failure of suppliers to properly fulfil their obligations, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to: cybercrime and hacking) or of any other nature, (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems (x) illness and/or strikes of Heliostoik personnel, and (xi) other situations which, in Heliostoik opinion, are beyond its sphere of influence which temporarily or permanently prevent the fulfilment of its obligations.

3. If, in the opinion of Heliostoik, the performance of the agreed Work cannot be carried out at the time or in the agreed time period as a result of wet weather conditions, extreme heat or site conditions, Heliostoik shall be entitled to interrupt the Work pertaining thereto and to extend the Agreement by the duration of the days not worked without giving rise to liability.

4. If a force majeure situation lasts longer than 2 months, the Agreement may be rescinded by either party in writing. In such a case, if any performance has already been made under the Agreement, it shall be settled proportionately without any further indebtedness of such performance by each party to the other.

Article 20 - Limitation of liability

1. If the performance of Work by Heliostoik leads to liability of Heliostoik vis-à-vis the Client or third parties, such liability shall be limited to the costs charged by Heliostoik in connection with the assignment (once the invoice value, excluding material costs, excluding VAT), unless the damage is the result of intent or recklessness bordering on intent on the part of Heliostoik. The liability is in any case limited to the maximum amount of damages which is paid by the insurance company per event per year.

2. Heliostoik shall not be liable for consequential damages in any form whatsoever, indirect damages, trading losses, loss of profits and/or losses suffered, missed savings, damages due to business interruption.

3. If, after delivery, the work shows defects for which Heliostoik is (found to be) liable, Heliostoik must be given the opportunity to remove the defects within a reasonable period of time, without prejudice to the liability for damages resulting from the defective delivery, unless the costs of repair would be disproportionate to the Client's interest in repair instead of compensation.

4. Heliostoik is not liable for damage to stucco and paint work and for damage arising after chopping and breaking work and/or drilling and trenching work. Likewise, Heliostoik is not liable for damaged and/or broken roof tiles.

5. In the event of dimensioning, Heliostoik shall not be liable for consequential damage including ordering of wrong and/or errors in materials, GPS plotting and/or taking measurements. The Client and/or the contractor who is ultimately responsible for the execution of the Work or order must perform a final check and is responsible for this final check.

6. If the (consequences) of a defective execution of the work are due to defects or unsuitability of goods originating from the Client, the consequences shall be borne by the Client, unless Heliostoik has violated its duty of warning or has otherwise failed in competence or care with regard to these defects. Heliostoik shall also not be liable for the premature taking into use of part or all of the work by the Client.

7. Heliostoik shall never be liable for damage arising from subsidence of the soil, ground and/or topsoil if the subsidence is not related to the application, working or processing thereof.

8. The Client is liable for damage to the Work as a result of Work performed or deliveries made by it or on its instructions by third parties. Damage resulting from the use of materials prescribed by the Client and/or the execution of a design originating from the Client shall also be entirely for the Client's account and risk.

9. Heliostoik cannot be held liable for the improper flow of traffic at the location where the Work is being performed.

10. The Client is further liable for loss and/or theft of damage to the items, tools, machines, materials and more which Heliostoik uses and/or has stored at the Client's premises in the context of the performance of the Agreement during the performance of the Work, which also includes damage caused by imperfections, defects and more at the work site.

11. If, after the conclusion of the Agreement, it appears that the construction site or the work is contaminated, such as, for example, asbestos, or contaminated construction materials come out of the work, the Client shall be liable for the consequences arising therefrom for the performance of the work.

12. Heliostoik is not liable for deviating specific functionalities such as colors. Minor deviations permissible in the industry are permissible and do not provide grounds for canceling the Contract or claiming damages.

13. Heliostoik is not liable for damage which is or may be the result of any action or omission as a result of (imperfect and/or incorrect) information on the website or that of linked websites.

14. Heliostoik does not guarantee the correct and complete transmission of the content of and e-mail sent by or on behalf of Heliostoik, nor its timely receipt.

15. Damage resulting from the working of natural products, such as the shrinking and expansion of wood, shall not result in liability on the part of Heliostoik, unless there is intent or conscious recklessness. Repair of damage resulting from the working of used materials shall be considered additional work. 

16. All claims of the Client on account of shortcomings on the part of Heliostoik shall lapse if they have not been reported to Heliostoik in writing, stating reasons, within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. Heliostoik liability shall lapse after one year after the termination of the Agreement between the parties.

Article 21 - Indemnification and accuracy of information

1. The Client is himself responsible for the accuracy, reliability and completeness of all data,

information, documents and/or records which he provides to Heliostoik in the context of an Agreement.

Even if these data originate from third parties, the Client is responsible for them. If Heliostoik is aware,

or reasonably ought to have been aware, of any inaccuracies in the order, including errors or defects

in the plans, drawings, calculations, specifications or execution instructions provided by the Client,

Heliostoik shall be obliged to warn the Client of such.

2. The Client shall indemnify Heliostoik from any liability pursuant to the non-fulfillment or untimely

fulfillment of the obligations of the preceding paragraph.

3. The Client shall indemnify Heliostoik against claims of third parties regarding intellectual property

rights on the data and information provided by the Client, which can be used in the performance of the

Agreement.

4. The Client is responsible for obtaining all possibly required (building) permits. The Client shall

indemnify Heliostoik against all claims resulting from the absence of (building) permits.

5. If the Client provides electronic files, software or information carriers to Heliostoik, the Client

guarantees that they are free of viruses and defects.

6. The Client shall also indemnify Heliostoik against all damages, fines, (order under) penalty, claims

and other governmental measures.

Article 22 - Complaints

1. If the Client is not satisfied with the service or products of Heliostoik or otherwise has complaints

about the execution of his order, the Client is obliged to report these complaints as soon as possible,

but no later than within 2 weeks after the relevant occasion that led to the complaint. Complaints can

be reported via g.cozaru@heliostoik.com with the subject "complaint", or via the telephone number

provided.

2. The complaint must be sufficiently substantiated and/or explained by the Client for Heliostoik to be

able to handle the complaint.

3. Heliostoik will respond substantively to the complaint as soon as possible, but no later than 5

working days after receipt of the complaint.

4. The parties will try to reach a solution jointly.

Article 23 - Applicable law

1. The legal relationship between Heliostoik and the Client shall be governed by Dutch law.2. Heliostoik may unilaterally amend these general terms and conditions. The most current version can

be found on the website.

3. All disputes arising from or in connection with the Agreement between Heliostoik and the Client

shall be settled by the competent court of the District Court of Overijssel location Enschede unless

provisions of mandatory law lead to the jurisdiction of another court.