Terms and Conditions

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, when capitalised, mean the following.

1. Tonzon: Tonzon B.V., the user of these general terms and conditions, with its registered office at Ir. Schiffstraat 220, 7547RD in Enschede, registered in the Trade Register under Chamber of Commerce number 06044102.
2. Other Party: any natural or legal person with whom Tonzon has entered into or intends to enter into a Contract.
3. Consumer: an Other Party, being a natural person, not acting in the capacity of a profession or business.
4. Parties: Tonzon and the Other Party jointly.
5. Contract: any contract between the Parties under which Tonzon undertakes to sell and deliver Products to and/or perform Work for.
6. Distance Contract: a Contract concluded between Tonzon and a Consumer under an organised distance sales system without simultaneous personal presence of Tonzon and the Consumer and in which, up to and including the moment of conclusion of the Contract, exclusive use is made of one or more means of remote communication, such as in the case of a consumer purchase taking place at Tonzon's web shop. A Contract is thus not a Distance Contract if no organised sales system is used by Tonzon in the process, for example if the Consumer looks up Tonzon's contact details on the Internet or in a telephone directory and concludes a Contract by telephone.
7. Products: the items to be sold and delivered by Tonzon to the Other Party under the Contract, whether sold separately or installed or otherwise processed by or on behalf of Tonzon in connection with the performance of Work. The term ‘Products’ may include, but is not limited to, insulation materials, foils, heat pads, heat panels and fasteners.
8. Work: the work to be performed under the Contract by or on behalf of Tonzon, such as installation, repair and maintenance work.
9. Written: communication in writing, communication by e-mail or any other means of communication that can be equated with this in the context of the state of development of technology and generally accepted standards.

   ARTICLE 2. | GENERAL PROVISIONS

   ARTICLE 3. | OFFER AND CONCLUSION OF THE CONTRACT

   ARTICLE 4. | RIGHT OF DISSOLUTION OF DISTANCE CONTRACTS

   ARTICLE 5. | THIRD PARTIES

   ARTICLE 6. | TIME LIMITS

   ARTICLE 7. | OBLIGATIONS OF THE OTHER PARTY & PERFORMANCE OF WORK

   ARTICLE 8. | SEPARATE SALE OF PRODUCTS

   ARTICLE 9. | DELIVERY OF WORK AND DEFECTS

   ARTICLE 10. | EXAMINATION, COMPLAINTS, WARRANTY AND CONFORMITY WITH REGARD TO PRODUCTS

   Warranty with TONZON Floor Insulation

   ARTICLE 11. | FORCE MAJEURE

   ARTICLE 12. | SUSPENSION AND DISSOLUTION

   ARTICLE 13. | PRICES, ADDITIONAL COSTS AND PAYMENT TERMS

   ARTICLE 14. | LIABILITY AND INDEMNIFICATION

   ARTICLE 15. | RETENTION OF TITLE

   ARTICLE 16. | GENERAL COMPLAINTS POLICY

   ARTICLE 17. | CONCLUDING PROVISIONS

   1. 1. These general terms and conditions apply to every Tonzon offer and every Contract.
      2. These general terms and conditions also apply to Contracts for the performance of which third parties are engaged by Tonzon.
      3. These general terms and conditions expressly do not apply to contracts in which Tonzon is not a contracting party. Goods purchased from Tonzon by independent installers are resold, delivered and installed at the respective installer's own expense and risk. In this context, Tonzon is only responsible for the proper delivery of the goods to the installer. In respect of such deliveries, only the installer concerned can have valid claims against Tonzon, except where a claim exists on the basis of a warranty certificate issued by Tonzon. The provisions of these general terms and conditions apply in full to the installer purchasing Products from Tonzon, the client of the installer must hold the installer liable, except to the extent that a claim exists under a Tonzon-issued warranty certificate, in the event of any defect or shortcoming, both in terms of defects in the goods procured from Tonzon and in terms of faulty installation.
      4. The applicability of any purchase, delivery or other general terms and conditions of the Other Party is expressly rejected.
      5. The provisions of these general terms and conditions may only be deviated from expressly and In Writing. If and insofar as that which is expressly agreed between the Parties In Writing deviates from these general terms and conditions, the conditions expressly agreed by both parties in Writing shall apply.
      6. Nullification or invalidity of one or more of the provisions of these general terms and conditions or the Contract does not affect the validity of other clauses. In such event, the Parties are obliged to enter into mutual consultation in order to substitute such provisions. In doing so, the purpose and scope of the original provision shall be observed as far as possible.
      1. Any offer by Tonzon (including its quotations) to enter into a Contract is without obligation, even if it states a period for acceptance. Tonzon may revoke its offer without delay, as soon as possible after its acceptance by the Other Party. If in such a case, for example in connection with a web shop order, payment has already been made by the Other Party, Tonzon will arrange for repayment as soon as possible.
      2. Obvious mistakes and mistakes of Tonzon do not bind Tonzon.
      3. Each Contract shall, notwithstanding the provisions of paragraph 1, be formed at the moment that Tonzon's offer is accepted in the manner indicated by Tonzon, if any. If the Other Party's acceptance differs from Tonzon's offer, the Contract will not be established in accordance with the variation in the acceptance, unless Tonzon indicates otherwise.
      4. If the Contract is concluded through Tonzon's online shop, Tonzon shall, notwithstanding the provisions of paragraph 1, confirm the conclusion of the Contract to the Other Party by e-mail as soon as possible.
      5. If the Other Party concludes the Contract in the name of another natural or legal person, it declares by entering into the Contract that it is authorised to do so. The Other Party and such other (legal) person are jointly and severally liable for the fulfilment of the obligations under such Contract.
      1. Subject to the provisions of the remainder of this article and in particular the provisions of the following paragraph, the Consumer may terminate the Distance Contract in whole or in part up to 14 days after receiving the Products, without giving reasons.
      2. The Consumer does not have the right of dissolution in the event of:
      • a sale concerning the supply of Products manufactured to the Consumer's specifications which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the Consumer, or which are clearly intended for a specific person;
      • the delivery of Products which, after delivery, are by their nature irrevocably mixed with other items;
      • a Distance Contract in respect of which the right of dissolution is otherwise excluded or does not apply pursuant to Section 6.5.2B of the Civil Code.
      3. The Consumer may terminate the Distance Contract by submitting a request to that effect to Tonzon by e-mail or by using the model withdrawal form provided by Tonzon. As soon as possible after Tonzon has been notified of the Consumer's intention to cancel the Distance Contract and if the conditions of this article have been met, Tonzon will confirm the cancellation of the Distance Contract by e-mail.
      4. During the period referred to in paragraph 1, the Consumer must treat the Products in question and their packaging with care. The Consumer may only unpack and use the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The basic principle here is that the Consumer may only handle and inspect the Products as he would be allowed to do in a physical shop.
      5. If the Consumer exercises the right of dissolution, it shall return the Products to Tonzon undamaged, with all delivered accessories and in their original condition and packaging.
      6. The Consumer is liable for diminished value of the Products resulting from any manner of handling the Products other than that permitted under paragraph 4. Tonzon is entitled to charge such diminished value to the Consumer by, inter alia, setting it off against any payment already received from the Consumer.
      7. Return of the Products must take place within 14 days after the Consumer has dissolved the Distance Contract in accordance with the provisions of paragraph 3.
      8. If the Consumer exercises the right of dissolution, the costs of returning the Products will be borne by the Consumer.
      9. Tonzon will refund any payment already received from the Consumer, less any diminished value, to the Consumer as soon as possible, but no later than 14 days after dissolution of the Distance Contract, provided that the Products have been received by Tonzon, or it has been demonstrated by the Consumer that the Products were actually returned. If the right of dissolution is applied only in respect of part of the order, any delivery costs paid by the Consumer in the first instance shall not be eligible for refund. Furthermore, Tonzon is not obliged to reimburse additional costs if the Consumer has expressly chosen a method of standard delivery other than the least expensive method offered by Tonzon.
      1. Tonzon is at all times authorised to entrust the performance of the Contract in whole or in part to independent auxiliary persons who are not subordinate to it (in this article hereinafter referred to as ‘third parties’).
      2. Tonzon shall ensure that any third parties it engages in the performance of the Contract have the required knowledge and skills.
      3. These general terms and conditions also bind any third parties Tonzon engages in the performance of the Contract. Therefore, to the extent that the right to performance of the obligations cannot by their nature or purport be exclusively applied to Tonzon, such third parties may invoke the provisions of these general terms and conditions against the Other Party as if they, instead of Tonzon, were themselves parties to the Contract.
      1. All execution and/or (delivery) periods to which Tonzon has committed in relation to the Other Party are indicative, and not strict deadlines. Default on the part of Tonzon shall not take effect until the Other Party has given Tonzon Written notice of default in which a reasonable period for performance has been stated and Tonzon remains in default of performance after the expiry of such period.
      2. Non-performance by Tonzon entitles the Other Party to dissolve that part of the Contract to which the non-performance relates, but not to additional compensation.
      1. The Other Party must provide Tonzon with all information that is reasonably relevant for the design and execution of the Work, in good time, in full and in the manner that Tonzon may designate for this purpose. The Other Party guarantees the accuracy of all information provided by it to Tonzon.
      2. The Other Party must also provide Tonzon with all cooperation required for the performance of the Contract. The Other Party shall take all reasonable measures to optimise the performance of the Contract.
      3. The Other Party must ensure the correct and timely provision of all fixtures, facilities and other conditions necessary for the proper performance of the Work. Furthermore, if relevant to the nature of the Work, the Other Party must ensure, at its own expense and risk, that:
      • a manhole guard is present;
      • the area where the Work is to be performed is free of obstacles;
      • access to and accessibility of the space in which Work is to be performed is not impeded by impractically suspended pipes;
      • crawl spaces are accessible without requiring chopping, breaking, sawing or digging;
      • the Work space is free of toxic substances, including asbestos and/or gases;
      • the Work can be performed under normal, reasonably foreseeable conditions;
      • the persons employed by Tonzon gain access to the site of performance within the time frame agreed for this purpose in order to perform the Work during normal working hours;
      • there is sufficient opportunity for the supply and/or storage of items used or processed in the performance of the Contract including equipment, tools, other aids and Products to be installed in performance of the Contract;
      • the access roads to the site are suitable for the transport of all items required for the performance of the Work and sufficient parking space is available for persons employed by Tonzon;
      • the persons employed by Tonzon at the Work site have free access to electricity, water, sanitary facilities and other reasonably required facilities.
      4. If the Other Party fails to comply with its obligations as referred to in the preceding paragraphs of this article, Tonzon is entitled, notwithstanding the provisions of Article 12, to suspend performance of the Contract and to charge the Other Party any resulting damages due to delay and any additional costs incurred.
      1. This article applies, notwithstanding the provisions of the rest of these general terms and conditions, to the sale and delivery of Products not installed or otherwise processed under the same Contract and or in connection with the performance of Work.
      2. Products will be delivered to the place and in the manner expressly agreed. Delivery shall be made to the delivery address specified by the Other Party.
      3. The risk of loss and damage to the Products shall pass to the Other Party when the Products are received by or on behalf of the Other Party.
      4. If the agreed delivery period is exceeded, the Other Party is not entitled to refuse to take delivery of the Products or not pay the agreed price and delivery costs, notwithstanding the provisions regarding Tonzon's default in article 6.2.
      5. If the Products could not be delivered due to a circumstance attributable to the Other Party, Tonzon is entitled, notwithstanding the provisions of the rest of these general terms and conditions, to store the Products at the Other Party's expense, without affecting the Other Party's obligation to pay the agreed price and delivery costs.
      6. If Tonzon incurs reasonable costs in applying paragraph 5, such as storage costs and costs associated with multiple delivery attempts, which would not exist if the Other Party had properly fulfilled its purchase obligation, these costs shall be additionally borne by the Other Party. Storage costs may also be charged to the Counterparty if storage takes place on Tonzon's premises. If so, the storage costs will be determined by Tonzon on a reasonable basis.
      1. At the moment Tonzon notifies the Other Party that the Work has been completed, or it is reasonably apparent that the Work has been completed, the work is deemed to have been delivered.
      2. Small defects that can be repaired within 30 days and that do not prevent the work from being put into use, do not prevent the delivery of the work.
      3. After delivery of the work, the work is at the risk of the Other Party.
      4. Complaints relating to defects that were reasonably visible or otherwise known to the Other Party at the time of delivery must be reported immediately upon delivery.
      5. Complaints relating to defects that were not reasonably visible or otherwise knowable at the time of delivery must be submitted to Tonzon by e-mail within five days of discovery of the defect, or at least within a period of five days after the Other Party could reasonably have been aware of the defect.
      6. If the Other Party fails to complain in time or in accordance with the previous paragraphs, no obligation or liability shall arise for Tonzon from such complaint by the Other Party.
      7. provided the Other Party has complained in accordance with the provisions of the previous paragraphs of this article and within any expressly agreed warranty period, and it appears that there is a shortcoming attributable to Tonzon, Tonzon will repair the Work free of charge. A culpable shortcoming is to be understood as a shortcoming that a good and careful professional could and should avoid with the exercise of normal attentiveness and the professional knowledge and means required for the performance of the Contract.
      1. In the event that the Contract only provides for sale of separate Products, as referred to in Article 8, the Other Party must immediately examine the Products at the time of delivery as to whether their nature and quantity comply with the Contract. If the nature and/or quantity of the Products, in the opinion of the Other Party, do not comply with the Contract(s), that party must immediately notify Tonzon of this, at the time of delivery, and must refrain from taking delivery of the Products, unless the Other Party has made a Written objection on taking delivery. In the case of defects that were not reasonably visible to the Other Party at the time of delivery, the Other Party must notify Tonzon In Writing within five days of becoming aware of the existence of the defect, or within five days of the time it could reasonably have become aware of it.
      2. Notwithstanding the provisions of the previous paragraph, the right to bring a claim or defence in connection with the claim that a consumer purchase does not comply with the Contract shall lapse if the defect in the Product has not been notified to Tonzon within two months of its discovery.
      3. No obligation arises for Tonzon if the Other Party does not complain in time.
      4. Even if the Other Party complaints in time, the Other Party's obligation to pay Tonzon in time remains, except insofar as Consumer protection law expressly prevents this.
      5. The Other Party shall only be entitled to the warranty, if any, expressly agreed in Writing, provided that any warranty provided by Tonzon, manufacturer or importer shall not detract from the express statutory rights and claims that the Consumer may assert against Tonzon in connection with a consumer purchase (conformity).
      6. Any applicable warranty (including a claim based on non-conformity) shall in any event lapse if a defect in the delivered goods is the result of an external cause occurring after delivery or other circumstance not attributable to Tonzon or its supplier. This includes, but is not limited to, defects resulting from external damage, natural wear and tear, incorrect or injudicious treatment and use contrary to the user instructions or other directions given by or on behalf of Tonzon, failure to maintain or have maintained properly and regularly, and making changes, including repairs not carried out with Tonzon's prior Written consent.
      7. Warranty on the insulation performance and attachments of TONZON floor insulation is only given when used in dry crawl spaces and attics. In damp crawl spaces, the soil should be covered with TONZON soil foil. Otherwise, the said warranty only applies to crawlspaces that are permanently or periodically flooded if they are kept dry or are fitted with standard ground waterproofing that floats on the water to allow the air above the cover to remain sufficiently dry. This requires that TONZON soil foil is used to cover the soil and is mounted to extend up the foundation walls. To prevent shifting, the liner should be mechanically fastened to the underside of the foundation walls. Furthermore, any welds or incisions must be sealed with double-sided waterproof tape.
      8. Damage to floor insulation caused by vermin, such as mice and rats, is not covered by the warranty.
      1. Tonzon shall not be obliged to fulfil any obligation under the Contract if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or socially accepted views. In addition to its definition in legislation and case law, force majeure includes all external causes beyond Tonzon's control which make the (further) performance of the Contract impossible or seriously hinder it, including extreme weather conditions, staff illness, transport difficulties, disasters, epidemics, pandemics, war and the threat of war, defects to machinery or installations, interruptions, lockouts, riots, conflict and strikes.
      2. If and to the extent that force majeure makes the performance of the Contract permanently impossible or continues or will continue for more than three months, the Parties shall be entitled to dissolve the Contract with immediate effect without judicial intervention.
      3. If Tonzon has already fulfilled part of its obligations when the force majeure situation arises, or can still fulfil only part of its obligations, Tonzon is entitled to invoice the part already fulfilled, or the part of the Contract that is still executable, as if it were an independent Contract.
      4. Damage resulting from force majeure shall, notwithstanding the provisions of the previous paragraph, not qualify for compensation.
      1. In addition to the statutory grounds for suspension and dissolution, if the Other Party liquidates its company or transfers it to a third party, is in a state of bankruptcy, has applied for (temporary) suspension of payments, the Natural Persons Debt Rescheduling Act is declared applicable to it, any attachment is levied on its goods or if the Other Party is in any other way unable to freely control its assets, Tonzon is entitled to dissolve the Contract with immediate effect and without judicial intervention, unless the Other Party has already provided adequate security for the fulfilment of its payment obligations under the Contract.
      2. The Other Party is not entitled to any form of compensation in connection with the right of suspension or dissolution exercised by Tonzon.
      3. The Counterparty is obliged to compensate Tonzon for any damage suffered by Tonzon as a result of the suspension or dissolution of the Contract.
      4. If Tonzon dissolves the Contract under this article, all claims against the Other Party shall be immediately due and payable.
      1. Tonzon's offer shall state as accurately as possible the price factors and any additional costs. If a guideline price has been expressly agreed in Writing, such price may be exceeded by a maximum of 10% without prior consent of the Other Party.
      2. If and insofar as the price is a square metre price, the price payable by the Other Party shall be charged on the basis of subsequent calculation.
      3. In the event of delivery of separate items as referred to in article 8, the delivery costs shall be borne by the Other Party, unless delivery is within the Netherlands and for order amounts for €500.00 (incl. VAT) or more.
      4. Except where otherwise expressly agreed in Writing in this regard, Tonzon is entitled to require full or partial prepayment or phased payment from the Other Party, provided that Tonzon will not require a Consumer in the context of a consumer purchase to prepay more than 50% of the purchase price.
      5. Tonzon shall not be obliged to (further) perform under the Contract until after the Other Party has fulfilled all its payment obligations due and payable to Tonzon.
      6. Payments must be made in the manner designated by Tonzon for this purpose and within the period specified by or at the time indicated by Tonzon for this purpose.
      7. Tonzon is entitled to send the invoice addressed to the Other Party exclusively by e-mail.
      8. If the Other Party is in a state of bankruptcy, or has applied for (provisional) suspension of payments, or any attachment has been levied on its goods, or if the Other Party's control over its assets is limited in any other way, the claims against the Other Party shall be immediately due and payable.
      9. If timely payment is not made, the Other Party will be in default by operation of law. From the day that the Other Party's default commences, the Other Party shall be liable for interest of 2% per month on the outstanding amount, whereby a part of a month shall be considered a full month. In exception to the previous sentence, instead of the contractual interest rate referred to therein, the statutory interest rate applicable at the time of the payment default shall apply if the Other Party acts in the capacity of Consumer.
      10. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Other Party shall be borne by the Other Party.
      1. Excluding intent and deliberate recklessness on Tonzon's part, and subject to the provisions of articles 9 and 10, Tonzon is not liable for defects in the (delivered) goods after delivery.
      2. The Other Party shall bear the damages caused by inaccuracies in its commissioning of Work, inaccuracies in the working methods or constructions required by the Other Party or data provided thereto, any other failure in the fulfilment of the Other Party's obligations under the law or the Contract, as well as any other circumstance that cannot be attributed to Tonzon.
      3. Tonzon is not liable for damage to hidden pipes or cables when drilling ventilation holes. Nor is Tonzon liable for leaks from faulty or corroded conduits and sewers.
      4. Tonzon is not liable for (consequential) damage caused by floor insulation damaged by vermin.
      5. Tonzon is not liable for indirect damage, including losses suffered, loss of profit and damage resulting from business interruption. Notwithstanding the provisions of the rest of these general terms and conditions, and in particular the provisions of paragraph 7, Tonzon is only liable to the Other Party for direct damage suffered by the Other Party as a result of culpable failure on Tonzon's part to perform the Contract. A culpable shortcoming is to be understood as a shortcoming that a good and careful professional could and should avoid with the exercise of normal attentiveness and the professional knowledge and means required for the performance of the Contract. Direct damage is exclusively:
      • the reasonable costs of determining the cause and extent of the damage, insofar as such determination relates to damage eligible for compensation within the meaning of these general terms and conditions;
      • any reasonable costs incurred in correcting Tonzon's faulty performance in order to conform to the Contract, insofar as such can be attributed to Tonzon;
      • reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs led to a limitation of the direct damage within the meaning of these general terms and conditions.
      6. Should Tonzon be liable for any damage notwithstanding the provisions of these general terms and conditions, Tonzon shall be entitled to repair such damage at any time. The Other Party must give Tonzon the opportunity to do so, failing which any liability of Tonzon in this regard shall cease to exist.
      7. Tonzon's liability is limited to no more than repair of the Work, or repair or replacement of the supply to which Tonzon's liability relates, provided that Tonzon's liability shall not exceed the amount actually paid out in the case concerned under Tonzon's business liability insurance policy, plus any excess applicable to Tonzon under that insurance policy.
      8. In the case of a consumer purchase, the limitations of this article do not extend further than permitted under Article 7:24 paragraph 2 of the Civil Code.
      9. The prescription period for all legal claims against Tonzon is 12 months from the date on which such claim arises. Notwithstanding the previous sentence, legal actions and defences accruing to Consumers based on facts that would justify the assertion that a consumer purchase does not comply with the Contract shall lapse after two years.
      10. The Other Party shall indemnify Tonzon against any claims by third parties who suffer damage in connection with the performance of the Contract, the cause of which is attributable to (a) person(s) other than Tonzon. If Tonzon should be held liable by third parties in such case, the Other Party is obliged to immediately assist Tonzon both extrajudicially and judicially to do everything that can reasonably be expected of it in such case. If the Other Party fails to take adequate measures, Tonzon is entitled, without notice of default, to do so itself. All costs and damages thereby incurred on the part of Tonzon and third parties shall be entirely for the account and risk of the Other Party.
      1. All Products delivered by Tonzon remain its property until the Other Party has properly fulfilled all (payment) obligations under the relevant Contract.
      2. The Other Party is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.
      3. If third parties seize the Products subject to retention of title, or wish to establish or assert rights to them, the Other Party is obliged to notify Tonzon of this as soon as possible.
      4. The Other Party unconditionally authorises Tonzon or third parties designated by Tonzon to enter all those places where the Products subject to retention of title are located. If the Other Party defaults, Tonzon is entitled to take back such Products. All reasonable, related costs shall be borne by the Other Party.
      5. If the Other Party has fulfilled its obligations after the Products have been delivered to it by Tonzon, the retention of title in respect of these Products shall revive if the Other Party fails to fulfil its obligations under a subsequently concluded Contract.
      1. Complaints relating to the performance of the Contract by or on behalf of Tonzon must, notwithstanding the provisions of articles 9 and 10, be submitted In Writing to Tonzon within a reasonable time after the Other Party has discovered the defects and must be fully and clearly described.
      2. Any complaints submitted to Tonzon will be answered within 14 days of receipt. If a complaint requires a longer processing time, a reply with an acknowledgement of receipt and an indication of when the Other Party can expect a more detailed reply will be provided within the 14-day period.
      3. If, in the context of a Distance Contract, the complaint cannot be resolved by mutual agreement, the Consumer may submit the dispute to the Dispute Resolution Board via the ODR platform (europa.eu/consumers/odr/).
      1. Every Contract and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
      2. The parties will not resort to court until they have made every effort to settle the dispute by mutual agreement.